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1、National Instrument 43-101Standards of Disclosure for Mineral ProjectsTable of ContentsPART TITLEPART 1 DEFINITIONS AND INTERPRETATION1.1 Definitions1.2 Mineral Resource1.3 Mineral Reserve1.4 IndependencePART 2 REQUIREMENTS APPLICABLE TO ALL DISCLOSURE2.1 Requirements Applicable to All Disclosure2.2

2、 All Disclosure of Mineral Resources or Mineral Reserves2.3 Prohibited Disclosure2.4 Disclosure of Historical EstimatesPART 3 ADDITIONAL REQUIREMENTS FOR WRITTEN DISCLOSURE3.1 Written Disclosure to Include Name of Qualified Person3.2 Written Disclosure to Include Data Verification3.3 Requirements Ap

3、plicable to Written Disclosure of Exploration Information3.4 Requirements Applicable to Written Disclosure of Mineral Resources and Mineral Reserves3.5 Exception for Written Disclosure Already FiledPART 4 OBLIGATION TO FILE A TECHNICAL REPORT4.1 Obligation to File a Technical Report Upon Becoming a

4、ReportingIssuer4.2 Obligation to File a Technical Report in Connection with Certain Written Disclosure About Mineral Projects on Material Properties4.3 Required Form of Technical ReportPART 5 AUTHOR OF TECHNICAL REPORT5.1 Prepared by a Qualified Person5.2 Execution of Technical Report5.3 Independent

5、 Technical ReportPART 6 PREPARATION OF TECHNICAL REPORT6.1 The Technical Report6.2 Current Personal Inspection6.3 Maintenance of Records6.4 Limitation on DisclaimersPART 7 USE OF FOREIGN CODE7.1 Use of Foreign CodePART 8 CERTIFICATES AND CONSENTS OF QUALIFIED PERSONS FOR TECHNICAL REPORTS8.1 Certifi

6、cates of Qualified Persons8.2 Addressed to Issuer8.3 Consents of Qualified PersonsPART 9 EXEMPTIONS9.1 Authority to Grant Exemptions9.2 Limited Exemption for Royalty Interests or Similar Interests9.3 Exemption for Certain Types of FilingsPART 10 EFFECTIVE DATE10.1 Effective DateAppendix A Recognized

7、 Foreign Associations and DesignationsNational Instrument 43-101Standards of Disclosure for Mineral ProjectsPART 1 DEFINITIONS AND INTERPRETATION1.1 Definitions - In this Instrument“adjacent property” means a property(a) in which the issuer does not have an interest;(b) that has a boundary reasonabl

8、y proximate to the property being reported on; and(c) that has geological characteristics similar to those of the property being reported on;“data verification” means the process of confirming that data has been generated with proper procedures, has been accurately transcribed from the original sour

9、ce and is suitable to be used;“development property” means a property that is being prepared for mineral production and for which economic viability has been demonstrated by a feasibility study;“disclosure” means any oral statement or written disclosure made by or on behalf of an issuer and intended

10、 to be, or reasonably likely to be, made available to the public in a jurisdiction of Canada, whether or not filed under securities legislation, but does not include written disclosure that is made available to the public only by reason of having been filed with a government or agency of government

11、pursuant to a requirement of law other than securities legislation;“early stage exploration property” means a property that has(a) no current mineral resources or mineral reserves defined; and(b) no drilling or trenching proposed;in a technical report being filed in a local jurisdiction;“exploration

12、 information” means geological, geophysical, geochemical, sampling,drilling, trenching, analytical testing, assaying, mineralogical, metallurgical and other similar information concerning a particular property that is derived from activities undertaken to locate, investigate, define or delineate a m

13、ineral prospect or mineral deposit;“feasibility study” means a comprehensive study of a mineral deposit in which all geological, engineering, legal, operating, economic, social, environmental and other relevant factors are considered in sufficient detail that it could reasonably serve as the basis f

14、or a final decision by a financial institution to finance the development of the deposit for mineral production;“historical estimate” means an estimate of mineral resources or mineral reserves prepared prior to February 1, 2001;“IMMM Reporting Code” means the classification system and definitions of

15、 mineral resources and mineral reserves approved by The Institution of Materials, Minerals, and Mining in the United Kingdom, as amended;“JORC Code” means the Australasian Code for Reporting of Mineral Resources and Ore Reserves prepared by the Joint Ore Reserves Committee of the Australasian Instit

16、ute of Mining and Metallurgy, Australian Institute of Geoscientists and Mineral Council of Australia, as amended;“mineral project” means any exploration, development or production activity, including a royalty interest or similar interest in these activities, in respect of diamonds, natural solid in

17、organic material, or natural solid fossilized organic material including base and precious metals, coal, and industrial minerals;“NI 44-101” means National Instrument 44-101 Short Form Prospectus Distributions;“preliminary assessment” means a study that includes an economic analysis of the potential

18、 viability of mineral resources taken at an early stage of the project prior to the completion of a preliminary feasibility study;“preliminary feasibility study” and “pre-feasibility study” each mean a comprehensive study of the viability of a mineral project that has advanced to a stage where the m

19、ining method, in the case of underground mining, or the pit configuration, in the case of an open pit, has been established and an effective method of mineral processing has been determined, and includes a financial analysis based on reasonable assumptions of technical, engineering, legal, operating

20、, economic, social, and environmental factors and the evaluation of other relevant factors which are sufficient for a qualified person, acting reasonably, to determine if all or part of the mineral resource may be classified as a mineral reserve;“producing issuer” means an issuer with annual audited

21、 financial statements that disclose(a) gross revenues, derived from mining operations, of at least $30 million for the issuers most recently completed financial year; and (b) gross revenues, derived from mining operations, of at least $90 million in the aggregate for the issuers three most recently

22、completed financial years;“professional association” means a self-regulatory organization of engineers, geoscientists or both engineers and geoscientists that(a) is(i) given authority or recognition by statute in a jurisdiction of Canada, or(ii) a foreign association listed in Appendix A;(b) admits

23、individuals on the basis of their academic qualifications and experience;(c) requires compliance with the professional standards of competence and ethics established by the organization; and(d) has disciplinary powers, including the power to suspend or expel a member;“qualified person” means an indi

24、vidual who(a) is an engineer or geoscientist with at least five years of experience in mineral exploration, mine development or operation or mineral project assessment, or any combination of these;(b) has experience relevant to the subject matter of the mineral project and the technical report; and(

25、c) is in good standing with a professional association and, in the case of a foreign association listed in Appendix A, has the corresponding designation in Appendix A;“quantity” means either tonnage or volume, depending on which term is the standard in the mining industry for the type of mineral;“SA

26、MREC Code” means the South African Code for Reporting of Mineral Resources and Mineral Reserves prepared by the South African Mineral Committee (SAMREC) under the auspices of the South African Institute of Mining and Metallurgy (SAIMM), as amended;“SEC Industry Guide 7” means the mining industry gui

27、de entitled “Description of Property by Issuers Engaged or to be Engaged in Significant Mining Operations” contained in the Securities Act Industry Guides published by the United States Securities and Exchange Commission, as amended;“technical report” means a report prepared and filed in accordance

28、with this Instrument and Form 43-101F1 Technical Report that does not omit any material scientific and technical information in respect of the subject property as of the date of the filing of the report; and“written disclosure” includes any writing, picture, map or other printed representation wheth

29、er produced, stored or disseminated on paper or electronically, including websites.1.2 Mineral Resource - In this Instrument, the terms “mineral resource”, “inferred mineral resource”, “indicated mineral resource” and “measured mineral resource” have the meanings ascribed to those terms by the Canad

30、ian Institute of Mining, Metallurgy and Petroleum, as the CIM Definition Standards on Mineral Resources and Mineral Reserves adopted by CIM Council, as those definitions may be amended.1.3 Mineral Reserve - In this Instrument, the terms “mineral reserve”, “probable mineral reserve” and “proven miner

31、al reserve” have the meanings ascribed to those terms by the Canadian Institute of Mining, Metallurgy and Petroleum, as the CIM Definition Standards on Mineral Resources and Mineral Reserves adopted by CIM Council, as those definitions may be amended.1.4 Independence - In this Instrument, a qualifie

32、d person is independent of an issuer if there is no circumstance that could, in the opinion of a reasonable person aware of all relevant facts, interfere with the qualified persons judgment regarding the preparation of the technical report.PART 2 REQUIREMENTS APPLICABLE TO ALL DISCLOSURE2.1 Requirem

33、ents Applicable to All Disclosure - All disclosure of scientific or technical information made by an issuer, including disclosure of a mineral resource or mineral reserve, concerning a mineral project on a property material to the issuer must be based upon information prepared by or under the superv

34、ision of a qualified person.2.2 All Disclosure of Mineral Resources or Mineral Reserves - An issuer must not disclose any information about a mineral resource or mineral reserve unless the disclosure(a) uses only the applicable mineral resource and mineral reserve categories set out in sections 1.2

35、and 1.3;(b) reports each category of mineral resources and mineral reserves separately, and states the extent, if any, to which mineral reserves are included in total mineral resources;(c) does not add inferred mineral resources to the other categories of mineral resources; and(d) states the grade o

36、r quality and the quantity for each category of the mineral resources and mineral reserves if the quantity of contained metal or mineral is included in the disclosure.2.3 Prohibited Disclosure(1) An issuer must not make any disclosure of the(a) quantity, grade, or metal or mineral content of a depos

37、it that 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; or(b) results of an economic analysis that includes inferred mineral resources.(2) Despite paragraph (1)(a), an issuer

38、 may disclose in writing the potential quantity and grade, expressed as ranges, of a potential mineral deposit that is to be the target of further exploration if the disclosure(a) includes a statement that the potential quantity and grade is conceptual in nature, that there has been insufficient exp

39、loration to define a mineral resource and that it is uncertain if further exploration will result in the target being delineated as a mineral resource; and(b) states the basis on which the disclosed potential quantity and grade has been determined.(3) Despite paragraph (1)(b), an issuer may disclose

40、 a preliminary assessment that includes inferred mineral resources if(a) the results of the preliminary assessment are a material change or a material fact with respect to the issuer; and(b) the disclosure(i) includes a statement that the preliminary assessment is preliminary in nature, that it incl

41、udes 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 mineral reserves, and there is no certainty that the preliminary assessment will be realized;and(ii) states the basis for t

42、he preliminary assessment and any qualifications and assumptions made by the qualified person.(4) An issuer must not use the term preliminary feasibility study, pre-feasibility study or feasibility study when referring to a study unless the study satisfies the criteria set out in the definition of t

43、he applicable term in section 1.1.2.4 Disclosure of Historical Estimates Despite section 2.2, an issuer may disclose an historical estimate using the historical terminology if the disclosure(a) identifies the source and date of the historical estimate;(b) comments on the relevance and reliability of

44、 the historical estimate;(c) states whether the historical estimate uses categories other than the ones set out in sections 1.2 and 1.3 and, if so, includes an explanation of the differences; and(d) includes any more recent estimates or data available to the issuer.PART 3 ADDITIONAL REQUIREMENTS FOR

45、 WRITTEN DISCLOSURE3.1 Written Disclosure to Include Name of Qualified Person - If an issuer discloses in writing scientific or technical information about a mineral project on a property material to the issuer, the issuer must include in the written disclosure(a) the name; and(b) the relationship t

46、o the issuer of the qualified person who prepared or supervised the preparation of the information that forms the basis for the written disclosure.3.2 Written Disclosure to Include Data Verification - Subject to section 3.5, if an issuer discloses in writing scientific or technical information about

47、 a mineral project on a property material to the issuer, the issuer must include in the written disclosure(a) a statement whether a qualified person has verified the data disclosed,including sampling, analytical and test data underlying the informationor opinions contained in the written disclosure;

48、(b) a description of how the data was verified and any limitations on the verification process; and(c) an explanation of any failure to verify the data.3.3 Requirements Applicable to Written Disclosure of Exploration Information(1) Except as provided in section 3.5, if an issuer discloses in writing

49、 exploration information about a mineral project on a property material to the issuer, the issuer must include in the written disclosure(a) the results, or a summary of the material results, of surveys and investigations regarding the property;(b) a summary of the interpretation of the exploration i

50、nformation; and(c) a description of the quality assurance program and quality control measures applied during the execution of the work being reported on.(2) Except as provided in section 3.5, if an issuer discloses in writing sample, analytical or test results on a property material to the issuer,

51、the issuer must include in the written disclosure(a) a summary description of the geology, mineral occurrences and nature of mineralization found;(b) a summary description of rock types, geological controls and dimensions of mineralized zones, and the identification of any significantly higher grade

52、 intervals within a lower grade intersection;(c) the location, number, type, nature and spacing or density of the samples collected and the location and dimensions of the area sampled;(d) any drilling, sampling, recovery or other factors that could materially affect the accuracy or reliability of th

53、e data referred to in this subsection;(e) a summary description of the type of analytical or testing procedures utilized, sample size, the name and location of each analytical or testing laboratory used, and any relationship of the laboratory to the issuer; and(f) a summary of the relevant analytica

54、l values, widths and, to the extent known to the issuer, the true widths of the mineralized zone.3.4 Requirements Applicable to Written Disclosure of Mineral Resources andMineral Reserves - If an issuer discloses in writing mineral resources or mineral reserves on a property material to the issuer,

55、the issuer must include in the written disclosure(a) the effective date of each estimate of mineral resources and mineral reserves;(b) details of quantity and grade or quality of each category of mineral resources and mineral reserves;(c) details of the key assumptions, parameters and methods used t

56、o estimate the mineral resources and mineral reserves;(d) a general discussion of the extent to which the estimate of mineral resources or mineral reserves may be materially affected by any known environmental, permitting, legal, title, taxation, socio-political, marketing, or other relevant issues;

57、 and(e) a statement that mineral resources that are not mineral reserves do not have demonstrated economic viability, if the results of an economic analysis of mineral resources are included in the disclosure.3.5 Exception for Written Disclosure Already Filed - Sections 3.2 and 3.3 and paragraphs 3.

58、4 (a), (c) and (d) do not apply if the issuer includes in the written disclosure a reference to the title and date of a previously filed document that complies with those requirements.PART 4 OBLIGATION TO FILE A TECHNICAL REPORT4.1 Obligation to File a Technical Report Upon Becoming a Reporting Issuer(1) Upon becoming a reporting issuer in a jurisdiction of Canada an issuer must that jurisdiction a technical report for a mineral project on each property material to the issuer.(2) Subsection (1) does not apply if