Mutual Reliance Review System - National Instrument 43-101, s. 4.2(1)(j)(ii) & 4.2(5) Standards of Disclosure for Mineral Projects - Obligation to File a Technical Report - An issuer requested relief from the requirement to file a technical report not later than 45 days after the issuance of a news release which disclosed a material change, provided a technical report is filed not later than 76 days after the issuance of the news release.
Applicable Statutory Provisions
National Instrument 43-101 Standards of Disclosure for Mineral Projects, ss. 4.2(1)(j)(ii), 4.2(5).
Citation: Minera Andes Inc., 2007 ABASC 323
May 25, 2007
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ALBERTA AND ONTARIO (THE JURISDICTIONS)
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF
MINERA ANDES INC. (THE FILER)
MRRS DECISION DOCUMENT
1. The local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) for an exemption from the requirement in National Instrument 43-101 Standards of Disclosure for Mineral Projects (NI 43-101) to file a technical report concerning mineral reserves and mineral resources no later than 45 days after the disclosure of a material change in the mineral reserves and mineral resources from the most recently filed technical report (the Requested Relief).
2. Under Multilateral Instrument 11-101 Principal Regulator System (MI 11-101) and the Mutual Reliance Review System for Exemptive Relief Applications:
(a) Alberta is the principal regulator for the Filer;
(b) the Filer is relying on Part 3 of MI 11-101 in British Columbia, Saskatchewan, and Nova Scotia; and
(c) this MRRS decision document evidences the decision of each Decision Maker.
3. Defined terms contained in National Instrument 14-101 Definitions have the same meaning in this decision unless they are defined in this decision.
4. This decision is based on the following facts represented by the Filer:
(a) The Filer was formed upon the amalgamation of Scotia Prime Minerals, Incorporated and Minera Andes Inc.
(b) The Filer's head office is located in Spokane, Washington in the United States of America.
(c) The Filer is a reporting issuer in each of the Jurisdictions as well as British Columbia, Saskatchewan and Nova Scotia, and is not in default of any requirement of any applicable securities legislation of such jurisdictions.
(d) The common shares of the Filer are traded on the Toronto Stock Exchange and are quoted on the NASDAQ over-the-counter bulletin board.
(e) The authorized capital of the Filer consists of an unlimited number of common shares and an unlimited number of preferred shares. As of May 2, 2007 163,901,131 common shares were issued and outstanding and there are no preferred shares issued and outstanding.
(f) The Filer is in a joint venture with Mauricio Hochschild & Cia Ltda. (MHC) for the exploration and possible development of the Filer's epithermal gold-silver exploration land package at El Pluma/Cerro Saavedra (the San José Project).
(g) MHC is the operator of the San José Project.
(h) On March 15, 2007, the Filer received the results of a report recently prepared internally by MHC (the MHC Report) that showed new mineral resource and reserve estimates, mine life, and mining rates on the San José Project.
(i) The MHC Report was prepared in Spanish, and therefore, required interpretation by the Filer.
(j) MHC is not subject to NI 43-101, did not provide the Filer with a technical report that complies with the requirements for technical reports set out in NI 43-101, and has advised the Filer that it does not intend to do so.
(k) The San José Project is a material property for the Filer and the increase in reserves and resources described in the MHC Report is a material change in respect of the affairs of the Filer.
(l) Sections 4.2(1)(j)(ii) and 4.2(5) of NI 43-101 requires a technical report be filed not later than 45 days after the issuance of a news release that contains a change in mineral resources or mineral reserves from the most recently filed technical report that constitutes a material change in respect of the affairs of the Filer.
(m) On April 10, 2007, the Filer issued a news release (the News Release) and, on April 13, 2007, filed a material change report that disclosed information contained in the MHC Report.
(n) AMEC, who previously prepared the technical reports in accordance with NI 43-101 on the San José Project, are in the process of preparing the technical report to support the News Release.
(o) The Filer has recently been advised by AMEC that the technical report will not be completed until June 25, 2007.
(p) The Filer will not be able to file the technical report required under NI 43-101 to support the disclosure contained in the News Release within the 45 day time period, i.e. May 25, 2007.
5. The Decision Makers being satisfied that they each have jurisdiction to make this decision and that the relevant test under the Legislation has been met, the Requested Relief is granted provided that:
(a) the Filer issues and files a news release on SEDAR forthwith stating that it will, in accordance with this Decision, file the technical report in support of the News Release by June 25, 2007;
(b) that the Filer files the technical report by June 25, 2007; and
(c) the technical report is accompanied by a news release that reconciles any material differences between the disclosure in the technical report filed and the disclosure in the News Release.