CANADA Law and Practice Contributed by: Kevin West, Andrea Hill, Priya Ratti and Gabriel Potkidis, SkyLaw
activity. Canada remains one of the world’s leading gold jurisdictions, ranking as the fourth‑largest global gold producer in 2024. A notable transaction included Discovery Silver Corp’s acquisition for approximately USD425 million of the Porcupine Complex from New - mont Corporation, which closed in April 2025. Canada is a key producer of copper, nickel, gold, cobalt, lithium, graphite and vanadium. As global demand increases for critical minerals used in bat - teries and other clean technology, Canada continues to look for ways to invest in, and protect, these key resources. Oil and Gas Canada is the world’s fourth-largest producer of crude oil and fifth-largest producer of natural gas. Canadi - an refineries can process nearly 1.9 million barrels of crude oil per day. M&A in the oil and gas industry remained active throughout 2025 and looks promising going into 2026. Notable transactions included Ovintiv Inc’s proposed CAD3.8-billion acquisition of NuVista Energy Ltd, Keyera Corp’s planned CAD5.15-billion acquisition of Plains All American Pipeline’s Canadian natural gas liquids business, and Canadian Natural Resources Limited’s acquisition of Alberta liquids-rich Montney assets for approximately CAD750 million. 2. Overview of Regulatory Field 2.1 Acquiring a Company Most public company acquisitions in Canada are con - ducted by way of: • a takeover bid, either hostile (unsolicited) or friendly (solicited and/or negotiated); or • a negotiated, court-approved plan of arrangement. Companies can also be acquired by way of: • an asset or share purchase; or • an amalgamation or other corporate reorganisation. 2.2 Primary Regulators M&A activity in Canada is primarily regulated by:
• the Canadian federal government, particularly where the acquiror is non-Canadian; • provincial securities regulators; and • stock exchanges. Reporting issuers, including all issuers with securi - ties listed on a Canadian stock exchange, must file continuous disclosure documents on the System for Electronic Data Analysis and Retrieval+ (SEDAR+), a web-based platform for electronic filing and public data access for Canada’s capital markets. Reporting insiders – including directors, officers and 10% ben - eficial owners of a class of securities of a reporting issuer – must file trade reports on the System for Elec - tronic Disclosure by Insiders (SEDI) unless an exemp - tion is available. There is no single national securities regulator in Canada and multiple attempts at creating one have failed. At present, there are 13 securities regulators in Canada, across its ten provinces and three territories. 2.3 Restrictions on Foreign Investments Investment Canada Act (ICA) and National Security Review Canada welcomes foreign investment and has a reputation as an attractive and trusted destination for investors. However, under the ICA, government approval is required for high-value acquisitions by for - eign investors of control of a Canadian business. In addition, if the government determines that a foreign investment raises national security concerns, it may block the transaction, impose conditions on inves - tors or other relevant parties, or order divestiture if an investment has already been made. The government must review and approve a proposed foreign acquisition of control to determine if it is of “net benefit to Canada” where the enterprise value of the Canadian business is above certain thresholds (for World Trade Organization (WTO) investors that are not state-owned enterprises, the threshold is an enterprise value of CAD1.452 billion, but the thresh - olds are lower for acquisitions of control of a “cultural business”). Where the thresholds are not met, a noti - fication under the ICA must be filed within 30 days after commencing a new business activity or acquiring control of an existing Canadian business.
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