Scheduled outage for OSC Electronic Filing Portal on Thursday, April 25, 2024 from 6:00 to 11:00 pm (EST)
IAMGold Corporation - MRRS Decision
Headnote
Mutual Reliance Review System B Issuer requestingrelief from the Parts 2, 3, and 4 of NI 43-101 in respect ofroyalty interests. The issuer is unable to obtain the necessarytechnical information from the operating company to preparea technical report. The issuer is granted relief subject toconditions.
Rules Cited
National Instrument 43-101 B Standards of Disclosurefor Mineral Projects, subsection 9.1(1).
IN THE MATTER OF
THE SECURITIES LEGISLATIONOF
BRITISH COLUMBIA, ALBERTA,SASKATCHEWAN,
MANITOBA, ONTARIO, QUEBEC,NEW BRUNSWICK,
NOVA SCOTIA, PRINCE EDWARDISLAND,
NEWFOUNDLAND AND LABRADOR,
YUKON, NORTHWEST TERRITORIESAND NUNAVUT
AND
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEWSYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF
IAMGOLD CORPORATION
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker", andcollectively, the "Decision Makers") in each of BritishColumbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec,New Brunswick, Nova Scotia, Prince Edward Island, Newfoundlandand Labrador, Yukon, Northwest Territories and Nunavut (collectivelythe "Jurisdictions") has received an application (the"Application") from IAMGold Corporation (the "Filer")for a decision under subsection 9.1(1) of National Instrument43-101 Standards of Disclosure for Mineral Projects ("NI43-101") that the Filer is exempt from the requirementsto file current technical reports contained in Part 2, Part3 and Part 4 of NI 43-101 (the "Technical Report FilingRequirements") in connection with certain written disclosureconcerning the following mineral projects:
(a) a 1% royalty (the "Diavik Royalty")in respect of diamond production from certain claims in theLac des Gras area of the Northwest Territories, which claimsinclude the Diavik diamond property (the "Diavik Mine")owned 40% by Aber Diamond Corporation ("Aber") and60% by a wholly-owned subsidiary of Rio Tinto plc ("RioTinto"); and
(b) a 72% interest, through the Williams RoyaltyTrust, in a 1% net smelter return royalty (the "WilliamsRoyalty") on minerals recovered from the Williams goldmine (the "Williams Mine") in northwestern Ontarioowned 50% by Barrick Gold Corporation ("Barrick")and 50% by Teck Cominco Limited ("Teck");
subject, in either case, to certain conditions;
AND WHEREAS under the Mutual RelianceReview System for Exemptive Relief Applications (the "System"),Ontario is the principal jurisdiction for this application;
AND WHEREAS, unless otherwise defined,the terms herein have the meaning set out in National Instrument14-101 Definitions or in Québec Commission Notice 14-101;
AND WHEREAS the Filer has representedto the Decision Makers that:
1. The Filer was incorporated under the CanadaBusiness Corporations Act on March 27, 1990. On April 11,2000 the Filer amalgamated with a wholly-owned subsidiary,with the continuing company being identical in all respectsto the pre-amalgamation IAMGold Corporation. The Filer's registeredand principal executive offices are located in Toronto, Ontario.
2. The Filer is a reporting issuer in eachof the Jurisdictions and is eligible to file a prospectusin the form of a short form prospectus under NI 44-101.
3. The authorized share capital of the Filerconsists of an unlimited number of first preference shares,issuable in series, an unlimited number of second preferenceshares, issuable in series, and an unlimited number of commonshares (the "IAMGold Shares"), of which, as at March31, 2003, nil first preference shares, nil second preferenceshares and 143,512,347 IAMGold Shares were issued and outstanding.
4. The IAMGold Shares are listed and postedfor trading on the TSX.
5. The Filer's business consists of:
(a) an indirect 38% interest, through LaSociete d'Exploitation des Mines d'Or de Sadiola S.A. ("SEMOS"),in the Sadiola Gold Mine located in Mali;
(b) an indirect 40% interest, through YatelaExploitation Company Limited ("Yatela"), in theYatela Gold Mine located in Mali immediately to the northof the Sadiola Gold Mine;
(c) an indirect 18.9% interest, throughGold Fields Ghana Limited ("GFGL"), in the TarkwaGold Mine, located in Ghana;
(d) an indirect 18.9% interest, throughAbosso Goldfields Limited ("Abosso"), in the DamangGold Mine, located immediately to the north of the TarkwaGold Mine in Ghana;
(e) a portfolio of active and inactive royaltieson natural resource properties in a number of countriesaround the world; and
(f) exploration properties located in WestAfrica and in South America.
The remaining interests in SEMOS are ownedby AngloGold Ltd. ("AngloGold") as to 38%, the Governmentof Mali as to 18% and International Finance Corporation (amember of the World Bank Group) as to 6%. AngloGold is thesecond largest gold mining company in the world having itsordinary shares listed on a number of international stockexchanges and its America Depositary Receipts ("ADR"s)listed on the New York Stock Exchange ("NYSE").The remaining interests in Yatela are owned indirectly byAngloGold as to 40% and the Government of Mali as to 20%.A wholly-owned subsidiary of AngloGold is the operator ofboth the Sadiola Gold Mine and the Yatela Gold Mine.
The remaining interests in each of GFGL andAbosso are held by Gold Fields Limited ("Gold Fields")as to 71.1% and the Government of Ghana as to 10%. Gold Fieldsis a major international gold mining company having its ordinaryshares listed on the Johannesburg Stock Exchange and its ADRslisted on the NYSE. GFGL is the owner and operator of theTarkwa Gold Mine and Abosso is the owner and operator of theDamang Gold Mine.
6. The interests referred to in paragraphs5(c), (d) and (e) above are owned by Repadre Capital Corporation("New Repadre"), a wholly-owned subsidiary of theFiler which was acquired on January 7, 2003 pursuant to anamalgamation by way of plan of arrangement of Repadre CapitalCorporation ("Old Repadre"), a company then listedon the Toronto Stock Exchange, and a subsidiary of the Filerincorporated for the purpose.
7. The original business of Old Repadre wasthe acquisition of royalty interests on mineral properties.The royalty interests are typically in the form of net smelterreturn ("NSR") royalties, but may also be net profitinterest ("NPI") royalties or gross sales royalties.NSR royalties and gross sales royalties provide payments fromrevenues, generally ranging from less than 1% to 5%, beforethe deduction of most of the operating expenses incurred bythe owner of the mine. NPI royalties provide payments basedupon a percentage, generally ranging from 1% to 10%, of netprofits of the mine or the owner of the mine. New Repadrecurrently holds no NPIs. Old Repadre held, and the Filer (throughNew Repadre) holds, revenue producing royalty interests onmineral properties located in Canada, Nicaragua, South Africa,Mexico, Bolivia and Honduras and non-revenue producing royaltyinterests on mineral properties located in Canada, the UnitedStates, Burkino Faso, Ghana, Colombia, Mexico and Bolivia.
8. On January 24, 2003, the Canadian SecuritiesAdministrators (the "CSA") published a revised CSAStaff Notice 43-302 - Frequently Asked Questions andconfirmed that a royalty holder must comply with all of therequirements under NI 43-101.
9. Item 4.3 of Form 44-101F1-AIF under NationalInstrument 44-101-Short Form Prospectus Distributions ("NI44-101") requires that an annual information form (AIF)provide specific disclosure, for each property material toan issuer.
10. The Filer is required to file its renewalAIF under NI 44-101 on or before May 20, 2003. In the lastfew months production has commenced at the Diavik Mine. Basedon Aber's public disclosure of estimated production during2003 and thereafter, the Filer believes that the Diavik Mine,which is covered by the Diavik Royalty, has become a miningproject on a property material to the Filer. The WilliamsRoyalty is also sufficiently important to the Filer that theWilliams Mine may be a mining project on a property materialto the Filer.
11. Subsection 4.2(1) of NI 43-101 requiresan issuer to file a current technical report to support informationin a list of specified documents, including an AIF or annualreport, that includes material information concerning miningprojects on material properties.
12. As such, under NI 43-101, the Filer isrequired to file technical reports in respect of the DiavikMine and the Williams Mine.
13. The Diavik Royalty and the Williams RoyaltyTrust do not contain provisions that would enable the Filerto obtain the information necessary to prepare a technicalreport with respect to the Diavik Mine or the Williams Mine.The Filer has certain rights to require an audit of paymentsreceived under these royalties but does not have access totechnical information regarding the mines, other than as publiclydisclosed by Aber and Rio Tinto in the case of the DiavikMine and Barrick and Teck in the case of the Williams Mine.Aber, Barrick and Teck are all reporting issuers listed onthe Toronto Stock Exchange.
14. The Diavik Royalty and the interest inthe Williams Royalty Trust were acquired in 1992 and 1996,respectively, prior to the coming into force of NI 43-101.
15. The Filer will provide the disclosurewith respect to the Diavik Mine and the Williams Mine requiredby item 4.3 of NI 44-101 by relying upon information publiclydisclosed in documents referred to in section 4.2 of NI 43-101filed on SEDAR by Aber and Barrick and/or Teck, respectively.
16. The disclosure required by item 4.3 ofNI 44-101 provided by the Filer with respect to the DiavikMine and the Williams Mine will contain a cautionary statement(the "Cautionary Statement") stating the following:
"National Instrument 43-101 -- Standardsof Disclosure for Mineral Projects contains certainrequirements relating to disclosure of technical informationin respect of mineral projects, including that such informationis supported by a technical report or other informationprepared by or under the supervision of a qualified person.Pursuant to an exemption order granted to the Filer by theCanadian securities regulatory authorities, the informationcontained herein with respect to the Diavik Mine and theWilliams Mine has been extracted from information publiclydisclosed in documents filed on SEDAR by Aber and Barrickand /or Teck, respectively."
AND WHEREAS pursuant to the System, thisMRRS Decision Document evidences the decision of each DecisionMaker (collectively, the "Decision");
AND WHEREAS each of the Decision Makersis satisfied that the test contained in the securities legislationof the Jurisdictions that provides the Decision Maker with thejurisdiction to make the Decision has been met;
THE DECISION of the Decision Makers undersubsection 9.1(1) of NI 43-101 is that:
I. the Filer is exempt from the TechnicalReport Filing Requirements with respect to the written disclosureprepared by the Filer relating to the Diavik Mine providedthat:
(a) the written disclosure includes theCautionary Statement and such disclosure provided by theFiler will specify the source documents and location inthe source documents of the information so extracted ;
(b) the Filer is unable to obtain the informationnecessary to prepare a technical report with respect tothe Diavik Mine; and
(c) this relief expires no later than oneyear from the date of this Decision.
II. the Filer is exempt from the TechnicalReport Filing Requirements with respect to the written disclosureprepared by the Filer relating to the Williams Mine providedthat:
(a) the written disclosure includes theCautionary Statement and such disclosure provided by theFiler will specify the source documents and location inthe source documents of the information so extracted;
(b) the Filer is unable to obtain the informationnecessary to prepare a technical report with respect tothe Williams Mine; and
(c) this relief expires no later than oneyear from the date of this Decision.
May 20, 2003.
"Heidi Franken"