Tailoring your NI 43-101 report to support your Canadian listing

Jeff Wilson, Ph.D. P.Geo.Geology Division Manager

Tetra Tech Wardrop

October 2011

Latin Exploration 2011

Which Exchange?

• Two main Canadian equity Exchanges• Toronto Stock Exchange (TSX)

– Established Companies

• TSX Venture Exchange (TSX-V)– Emerging companies

• Applicant companies classified by Industry – Mining companies list as “Mining Issuers”

• Listing category based on property maturity

Listing Categories

• TSX Venture Tier 2– Exploration properties

• TSX Venture Tier 1– Advanced exploration properties

• TSX non-exempt Exploration and Development– Advanced exploration to development properties

• TSX Non-exempt Producer– Development to producing properties

• TSX Exempt Producer– Producing properties

Technical Report

• Required document for Listing application• Demonstrates property maturity • Supports primary disclosure document

– E.g. prospectus, information circular

• Prepared in accordance with National Instrument 43-101 (NI 43-101)

• Prepared by Qualified Person (QP)• Independent QP required in this case

– Confirm QP independence

Exchange Review

• TSX or TSX-V review technical report• Exchange geologist conducts review

– Initial Listing Requirements ("ILR")– NI 43-101 accordance

• Report review common before formal listing– Confirm positive ILR review – Save costs if negative

• Negative ILR review will kill listing application• Little appeal of decision

Initial Listing Requirements

• Property requirements• Prior expenditures• Recommended work program• Required technical report level

Property RequirementsIssuer Criteria

• TSX-V Tier 2 • >50% interest, or right to earn >50% • >$100K exploration in the past three years

• TSX-V Tier 1 • Material interest in Tier 1 property 1. Drilling & trenching 2. Potentially economic mineralisation 3. $500K drilling Recommended

• TSX Exploration and Development

• >50% interest in Advanced Exploration Property

1. 3D Mineralization with reasonable continuity2. Economically interesting grades

• TSX Non-exempt Producer

• Three years mineral reserves or• Production, or production decision made

• TSX Exempt Producer

• Three years mineral reserves

Property interest

• Make sure % property interest is clear– Ambiguity challenged

• Disclose in correct report section– Summary– Property Description

• Disclose royalties clearly– Excessive royalties challenged

• Disclose ability to conduct recommended work at any given stage– Ambiguity challenged

Prior Expenditure

• TSX Venture Tier 2– >$100K exploration in the past three years– Fieldwork, geochemical & geophysical surveys,

drilling & trenching– No property Payments, G&A or foreign travel

• Expenditure must be conducted by Applicant– Not property Vendor– Demonstrates applicant advancing property

• May be supported by documentation– Financials & receipts

Recommended Work ProgramIssuer Criteria• TSX-V Tier 2 • >$200,000 exploration• TSX-V Tier 1 • >$500,000 drilling• TSX Exploration

& Development • >$750,000 drilling

• TSX Non-exempt Producer

• Bringing mine into commercial production

• TSX Exempt Producer

• Commercial mining operations

Recommended Work Program

• Recommended by Independent QP– “Recommendations” section of report

• Must be credible relative to development stage • Detailed breakdown required

– Table format, supported by text – Less detail for development and production properties

• Aim higher than necessary minimum• Must agree with formal listing documents

– Internal consistency commonly missing

• Make an odd $; looks more real

Required report levelIssuer Criteria• TSX-V Tier 2 • Technical report • TSX-V Tier 1 • Technical report • TSX Exploration

& Development • Comprehensive technical report

• TSX Non-exempt Producer

• Pre-feasibility or Feasibility Study

• TSX Exempt Producer

• Pre-feasibility or Feasibility Study

Required report level

• Technical/ Comprehensive Technical report – Exploration or resource property– Preliminary economic assessment

• Initial economic examination of resources

• Pre-feasibility Study– Estimates reserves, with considerable assumptions

• Feasibility Study– Estimates reserves and sufficient for debt finance

• All prepared in accordance with NI 43-101 and 43-101F1

Technical Report format

• Use plain Language, and keep report short• Professional-looking Figures• Avoid emphasis on adjacent properties• Make sure Certificates and Consents have all

correct elements• Always include cautionary language for historic

resources• Make sure Certificates and consents correct• If multiple QPs, confirm QP responsibility for

every report section

Current Personal Inspection

• Confirm QP has conducted inspection• Make sure it is current

– Open to challenge by Regulator

• Deferral available– Only for some early-stage properties– Get clear guidance before relying on this

• Make sure site visit clearly stated in report– Introduction and Certificate

Thanks for your attention!

Jeff Wilson, Ph.D. P.Geo.

Office: +1.604.408.3788

Cell: +1.604.418.8507

jeff.wilson@tetratech.com