Global Mining Update May 2001 Canada’s new mining disclosure standards in effect NATIONAL INSTRUMENT 43-101, Standards of Disclosure for Mineral Projects, together with Companion Policy 43-101CP and Form 43-101F1, Technical Reports, establishes standards for all public disclosure that a reporting company makes of scientific and technical information concerning mineral projects. The rules apply to all disclosure by reporting companies, including oral public disclosure and written disclosure in news releases, prospectuses, take-over bid circulars, annual reports, annual information forms and company Web sites. NI 43-101 replaces National Policy Statement 2-A (Guide for Mining Engineers, Geologists and Prospectors). The TSE and CDNX each have disclosure standards that require listed companies to comply with NI 43-101. However, the TSE and CDNX standards require disclosure beyond what is required under the NI 43-101. Key Features NI 43-101 sets out the following requirements for disclosure by a reporting company: All disclosure concerning mineral exploration, development and mining operations on a property material to the reporting company must be based on information prepared by a “qualified person,” defined as an individual who is an engineer or geoscientist with at least five years of relevant experience in mineral exploration, mine development or operation, or mineral project assessment, and who is a member in good standing of a professional association. All written disclosure, other than news releases, must identify the qualified person by name and must disclose the qualified person’s relationship to the reporting company. NI 43-101 prohibits a company from disclosing an estimate of quantity or grade of a deposit unless a qualified person has established a mineral resource or mineral reserve, as those terms are defined by the Canadian Institute of Mining Metallurgy and Petrolium as the CIM Standards on Mineral Resources and Reserves Definitions and Guidelines. Technical reports on diamond deposits should conform to the Guidelines for Reporting of Diamond Exploration Results, Identified Mineral Resources and Ore Reserves published by the Association of Professional Engineers, Geologists and Geophysicists of the Northwest Territories. 2 The disclosure requirements of section 3.3 (exploration information) and section 3.4 (mineral resources and mineral reserves) of NI 43-101 may be satisfied by referring to previously filed documents that include the required disclosure. Technical reports on material properties must be filed upon first becoming a reporting issuer or in connection with certain written disclosure, including preliminary prospectuses, offering memoranda, annual reports, take-over bid circulars and other offering and corporate disclosure documents with disclosure of significant new or additional mineral resources and mineral reserves. Technical reports, when required, must be in the prescribed form (Form 43101F1) and must be prepared and certified by a qualified person. In certain circumstances, including disclosure of significant new or additional mineral resources and mineral reserves if the reporting company does not have a history of production, technical reports must be prepared by qualified persons who are independent of the reporting company. Limited exemptions are available where the reporting company’s gross revenues from mining operations is at least $30 million for its most recently completed financial year and at least $90 million over its three most recently completed financial years. NI 43-101 prohibits a company from disclosing an estimate of quantity or grade of a deposit which has not been categorized as an inferred mineral resource, an indicated mineral resource, a measured mineral resource, a probable mineral reserve or a proven mineral reserve. NI 43-101 does however, provide for exceptions to that prohibition in the case of disclosure of exploration targets on early stage properties. Companies may disclose the quantity and grade of exploration targets provided that they are expressed as ranges and the basis on which the possible quantity and grade has been determined is described. A statement must be included that the potential quantity and grade is conceptual in nature, that there has been insufficient exploration to define a mineral resource on the property and that it is uncertain if further exploration will result in discovery of a mineral resource on the property. NI 43-101 prohibits a company from disclosing the results of an economic evaluation which uses inferred mineral resources. However, there is now an exception for preliminary assessments that are based in whole or in part on inferred mineral resources if the preliminary assessment is a “material fact” or a “material change” in the affairs of the reporting company. The disclosure must describe the basis for the preliminary assessment and any qualifications and assumptions made by the qualified person. The disclosure of the preliminary assessment must also include a statement that the preliminary assessment is preliminary in nature, that it includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as 3 mineral reserves and that there is no certainty that the preliminary assessment will be realized. Additional conditions, including a pre-filing obliation, apply if the reporting company is a “reporting issuer” in Ontario. NI 43-101 prohibits reporting companies from using the terms “preliminary feasibility study”, “pre-feasibility study” or “feasibility study” when referring to a study unless the study satisfies the criteria set out in NI 43-101. NI 43-101 requires that, for a study to be described as a “feasibility study”, it must be “a comprehensive study of a deposit in which all geological, engineering, operating, economic and other relevant factors are considered in sufficient detail that it could reasonably serve as the basis for a final decision by a financial institution to finance the development of the deposit for mineral production”. TSE Requirements Appendix B of the TSE Company Manual (Disclosure Standards for Companies Engaged in Mineral Exploration, Development & Production) imposes requirements on TSE listed companies above those required under NI 43-101. These include: All disclosure, including news releases, must identify the qualified person responsible for the design and conduct of the work performed. The qualified person must read and approve the disclosure. The reporting company should identify the source of the information if it was not obtained by the company itself. When work has been discontinued on a property, the reporting company must release any undisclosed results and the reasons for the cessation of work. If the reporting company has a Web site, the address of the Web site must be provided on all disclosure materials. All news releases containing information on a material exploration property must be posted on the Web site immediately after it has been otherwise published. Disclosure should describe any recommended programs for further exploration, including proposed methods, time frame and cost, whether the company intends to carry out the program and whether it has the funds available to do so. CDNX Requirements CDNX Policy 3.3 (Timely Disclosure) requires CDNX listed companies to comply with NI 43-101 and with the requirements of CDNX’s Appendix 3F (Mining Standards Guidelines). Among the CDNX’s additional requirements are the following: A news release must not disclose mineral reserves without the prior consent of CDNX’s Market Surveillance Department. 4 If reserve or resource calculations are made by qualified persons who are not at arm’s length to the reporting company, their calculations and conclusions should be reviewed and verified by an appropriately qualified independent individual. 5 Fictitious News Release (numbers refer to the paragraphs on the following pages) High-Grader Mining Ltd. Announces Incredible Results at its Gangue Deposit 1 (Vancouver) – High-Grader Mining Ltd. today announced that drilling at its Gangue deposit had produced some incredible results. Kal Goorlie, the President of the Company said “Wow, this is the best deposit that Grant O’Diorite, our in-house geologist, has seen since graduating from university two years ago. He thinks that the Gangue deposit has the potential to be as big as Witwatersrand, Hemlo and Busang combined.” Highlights from recent drilling include the following intercepts: Hole Intercept (metres) Gold Grade (g/t) DD 1 1.0 10.0 DD 2 4.5 25.0 DD 5 5.5 30.0 2 Analysis by the Company’s geologist indicates that the Gangue deposit holds a combined mineral reserve and mineral resource of 2.5 million tonnes grading 15.0 g/t Au (including an inferred mineral resource of 1.5 million tonnes grading 25.0 g/t Au). The Company’s geologist has recommended that an in-fill drilling program be conducted in the fall using reserve circulation drills. The estimated cost is $1,000,000. The Company plans to conduct the program and has sufficient working capital to fund the program. Kal Goorlie said, “The Gangue deposit will complement the Company’s nearby Wasterock deposit which holds, according to our geologist, an Ore Reserve of 1.0 million tonnes grading 10.0 g/t gold.” The Gangue deposit is hosted by a series of faulted volcanic and sedimentary rocks located in northern Ontario. Visual estimates of mineralization in quartz veins in outcrop run as high as 25 g/t Au. The Company has drilled a series of diamond and reverse circulation drill holes across the property and is extremely satisfied with the incredible results that it is getting to-date. Samples from the drill cores are prepared by on-site employees of the Company. The drill core is sampled in ½ metre lengths with all core being split longitudinally by diamond saw. One half of the sample is sent to a laboratory for assaying. The lab uses standard sample preparation procedures and AAS. All samples assaying over 10 g/t Au are re-assayed using Fire Assay methods. The Company engaged Dr. Tony Redunzo, P. Geol., the noted geological consultant, to review and corroborate the data. Dr. Redunzo reviewed the sample preparation procedures and assay procedures (which include a program of duplicate, check and blank assaying with check assaying being conducted at a separate laboratory). Dr. Redunzo independently corroborated the data and did not identify any limitations with respect to the data. Dr. Redunzo has reported that the quality of the Company’s procedures (including its quality control and quality assurance programs) exceeds industry standards. 3 4 5 6 7 8 9 6 Things to consider when writing your news release 1. All disclosure of a scientific or technical nature is to be based upon a technical report or other information prepared by or under the supervision of a qualified person. Although NI 43-101 does not require news releases to identify the qualified person, the TSE standards require all disclosure to identify by name the qualified person responsible for the work and his or her relationship to the company. High-Grader’s geologist, with only two years of post-graduate experience, does not meet the requirements of a qualified person. 2. Although High-Grader can show highlights from its drilling results, it must disclose the results from all drill holes. These results could be attached to the news release as a schedule or annexure. High-Grader should also disclose the location, direction, angle and total depth of each drill hole along with the “from” and “to” details for each mineralized intercept, the true widths of individual samples (to the extent known) and any drilling, sampling or recovery problems. The disclosure should include the identification of any significantly higher grade intervals within a lower grade intersection. 3. Each category of mineral reserve (eg, “probable mineral reserve” or “proven mineral reserve”) and mineral resource (eg, “inferred mineral resource”, “indicated mineral resource” or “measured mineral resource”) must be separately reported rather than aggregating the mineral reserve and mineral resource. If both mineral resources and mineral reserves are disclosed, then the disclosure must state the extent, if any, to which the mineral reserves are included in the total mineral resources. Also, inferred mineral resources are not to be added to the other categories of mineral resources. 4. NI 43-101 requires written disclosure of mineral resources or mineral reserves to include, among other information, details of the key assumptions, parameters and methods used to make the estimate and a general discussion of the extent to which the estimate of mineral resources and mineral reserves may be materially effected by any known environmental, permitting, legal, title, taxation, socio-economic, marketing, political or other relevant issues. A statement must be included that mineral resources which are not mineral reserves do not have demonstrated economic viability. TSE standards require that all recommended programs for further exploration be described as well as information on whether the company intends to carry out the program and has the funds available to do so. 5. This news release does not indicate whether High-Grader has issued any disclosure on the Wasterock deposit. High-Grader must fully disclose information on the Wasterock deposit with that information to be disclosed in compliance with the requirements of NI 43101. 6. The use of the category “Ore Reserve” does not comply with the requirement under NI 43-101 that only the categories defined in NI 43-101 be used. The term “Ore Reserve” is a category under the Australasian Code for Reporting of Mineral Resources and 7 Ore Reserves (JORC Code) and should not be used except in limited circumstances. The categories of the JORC Code, USGS Circular 831 or the IMM System can be used in technical reports by reporting companies which are incorporated or organized in foreign jurisdictions provided that a reconciliation to the NI 43-101 categories is included. 7. The description of the geological setting of the deposit is insufficient. The disclosure should include a summary of the geological setting of the deposit (including a description of the regional, local and property geology), a description of the mineral deposit type and a description of the mineralized zones (including the surrounding rock types, the relevant geological structures and details of the length, width, depth and continuity of the mineralization). Also, TSE and CDNX standards prohibit the reporting of visual estimates. 8. The written disclosure should include the location, number, type, nature and spacing or density of sampling programs. It should also identify any drilling, sampling, recovery or other factors that could materially impact the accuracy or reliability of the data. High-Grader’s news release contains a good description of the procedure for sampling the drill core and the analytical and testing procedures used. However, the news release does not adequately disclose the name and location of each analytical or testing laboratory used. The news release must disclose the certification of each laboratory and the relationship, if any, of the laboratory to High-Grader. 9. The news release meets the requirement of NI 43-101 that written disclosure state whether a qualified person has corroborated the data and describe the nature of any limitation on the corroboration of the data. A company must explain any failure to have the data corroborated. The disclosure must also include a statement as to the quality control measures applied.