CANADA Law and Practice Contributed by: Darrell Podowski, Jennifer Poirier, Joel Matson and Simi Fagbongbe, Cassels Brock & Blackwell LLP
• certain shares and partnership or trust inter - ests that derive their value from real property or resource properties situated in Canada. The sale of mining projects may trigger the federally imposed goods and services tax/harmonised sales tax (GST/HST) or provincially imposed sales taxes in British Columbia, Saskatchewan, Manitoba and Que - bec. Exemptions may apply, depending on the nature of the mining project being sold, and GST/HST and Quebec sales tax can often be fully recovered. Most provinces impose land transfer taxes on trans - fers of real property. The rates of land transfer tax vary by province, and transfers of resource properties are often exempt from this tax. 5. Mining Investment and Finance 5.1 Attracting Investment for Mining Canada consistently ranks highly in world mining sur - veys for investment attractiveness. The Fraser Insti - tute Annual Survey of Mining Companies 2024 ranked Saskatchewan and Newfoundland and Labrador in the top ten most attractive regions in the world for investment. Canada attracts considerable investment in the min - ing industry due to its favourable combination of: • rich geology; • stable legal and political system; • high concentration of specialised professionals that service the mining industry; • mining-specific and pro-investment tax incentives; and • securities regulators and stock exchanges that are friendly to the mining industry. 5.2 Foreign Investment Restrictions and Approvals in the Exploration and Mining Sectors In general, investment in a Canadian mining enterprise may require pre-closing approval under the Invest - ment Canada Act (ICA), under which the federal gov - ernment reviews foreign acquisitions of control of Canadian businesses above certain monetary thresh -
olds. The review threshold ultimately depends on the transacting parties and whether a trade agreement exists between the non-Canadian party’s country and Canada (eg, the United States, European Union member states, the United Kingdom and Mexico). As of December 2025, the monetary thresholds are as follows: • CAD2.079 billion in enterprise value for trade agreement investors that are not state-owned enterprises (SOEs) and non-trade agreement investors that are not SOEs where the Canadian business is, immediately prior to the investment, controlled by a trade agreement investor; • CAD1.386 billion in enterprise value for World Trade Organization (WTO) investors that are not SOEs and non-WTO investors that are not SOEs where the Canadian business is, immediately prior to the investment, controlled by a WTO investor; • CAD551 million in asset value for WTO SOEs and non-WTO investors that are SOEs where the Cana - dian business is, immediately prior to the invest - ment, controlled by a WTO investor; and • CAD5 million and CAD50 million in asset value for a non-WTO investor for direct and indirect invest - ments, respectively. The ICA currently requires post-closing notification of all other foreign acquisitions of control (within the meaning of the ICA) of Canadian businesses and of certain new foreign investment. However, there is no provincial or territorial mining legislation that restricts the ownership or development of mineral rights based on citizenship. Where an investment is subject to a pre-closing review under the ICA, the foreign investor must demonstrate that the investment is of “net benefit” to Canada. This requires investors to provide legally binding financial and other undertakings to the federal government regarding their intended operation of the Canadian business. In addition, the ICA national security regime allows the federal government to review any level of invest - ment in or related to a Canadian business by foreign companies where it believes the investment may be “injurious to national security”.
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