Mining 2025

CANADA Law and Practice Contributed by: Darrell Podowski, Brian Dominique, Joel Matson and Christa Alvernaz, Cassels Brock & Blackwell LLP

• be as influential to proponents as direct legis - lation; and • foreshadow the future of Canada’s ESG regu - latory framework. Securities Disclosure Regimes In Canada, the Canadian Securities Administra - tors (CSA) is primarily responsible for developing a harmonised approach to securities regulation across all provinces and territories. It works with provincial and territorial securities regulators to design policies and regulations to achieve that goal. A primary guidance tool of the CSA is the publication of national instruments. CSA-issued guidance is typically adopted by provincial and territorial regulators, ensuring some consistency to securities regulation across Canada. Despite the growing prominence of ESG in Canadian investment, the CSA has not yet developed comprehensive ESG guidance, although it has provided substantive guidance on certain envi - ronmental and governance matters that are typi - cally viewed as being within the ESG rubric. In 2021, the CSA published National Instrument 51-107, Climate-related Disclosure Require - ments (NI 51-107) for public comment. The CSA has articulated that it will consider the impact of international developments prior to finalising NI 51-107, including certain United States Securi - ties and Exchange Commission and IFRS Inter - national Sustainability Standards Board climate disclosure rules proposals, which were ultimate - ly adopted in 2024. Also in 2021, the Ontario Capital Markets Mod - ernization Taskforce issued 74 recommendations to the Ontario government. Recommendation 41 outlines enhanced disclosure requirements for material ESG information, which would apply to all non-investment fund reporting issuers.

These enhanced disclosure requirements would include the disclosure of: • material governance, strategy and risk man - agement information; and • certain greenhouse gas (GHG) emissions on a comply-or-explain basis. In 2022, the CSA published guidance via Staff Notices for investment funds on their ESG dis - closure practices, particularly for ESG-related funds. The guidance seeks to address “green - washing” concerns – where a fund’s disclosure or marketing intentionally or inadvertently mis - leads investors about the fund’s ESG attributes. The guidance is based on existing securities regulatory requirements and does not create or modify any legal requirements. Instead, the guidance provides the views of CSA staff on how existing regulatory requirements apply to ESG-related fund disclosure. The guidance also includes best practices to enhance ESG-related disclosure and sales communications to enable investors to make more informed investment decisions. The CSA published updated ESG guidance for investment funds in 2024 to address matters not covered in its 2022 guidance. Disclosure expec - tations for funds that do not reference ESG fac - tors but use ESG strategies were included. The updated guidance sets out disclosure expecta - tions depending on the degree to which ESG factors are considered, and clarifies the types of investment funds that can market themselves as being ESG-focused. The Canadian Sustainability Standards Board (CSSB) has drafted sustainability standards regarding sustainability-related financial infor - mation and climate-related disclosure require - ments, which are expected to apply in 2025.

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