CANADA Law and Practice Contributed by: Darrell Podowski, Brian Dominique, Joel Matson and Christa Alvernaz, Cassels Brock & Blackwell LLP
has been owned by Sinomine Resource Group Co. Ltd., a Chinese public company, since 2019. In March 2023, the government clarified its position to not force existing, legacy Chinese investors to divest shares in three major Cana - dian mining companies, suggesting it would not “start looking backwards at investments”. In July 2023, it was announced that China-based Carbon ONE New Energy Group would purchase a 19.4% stake in the TSX-listed graphite miner SRG Graphite Inc. (SRG) for CAD16.9 million, and SRG announced that the transaction was subject to a national security review. In Novem - ber 2023, however, SRG stated that it would red - omicile to the United Arab Emirates and rebrand as Falcon Energy Materials, and therefore the deal would no longer require governmental clearance pursuant to the ICA. In response, the ICA Minister appeared to disclose his intention to prohibit the deal, which was finally abandoned in March 2024. On 11 January 2024, TSX-listed Solaris Resourc - es Inc. (Solaris) announced that it had entered into a subscription agreement (Proposed Zijin Transaction) for an approximately CAD130 mil - lion private placement of common shares of Solaris (Solaris Shares) by an affiliate of China- based Zijin Mining Group Co., Ltd. (Zijin). Upon closing of the private placement, Zijin would have owned approximately 15% of the Solaris Shares and would have been entitled to nomi- nate a member to the board of directors of Sola - ris for so long as it owned, controlled or directed at least 5% of the Solaris Shares. Closing was conditional on “receipt of regulatory approval under the ICA”, among other things. A national security review of the Proposed Zijin Transaction was initiated following a voluntary notification under the ICA. Four months later, with no deci - sion rendered for the national security review, on
21 May 2024, Solaris announced the Proposed Zijin Transaction was voluntarily terminated. In May 2024, Pan American Silver Corp. (PAAS) announced an agreement to sell 100% of its interest in Peru’s La Arena gold mine for USD300 million to Jinteng (Singapore) Mining (Jinteng), a subsidiary of Zijin. In response to a volun - tary notification, in June 2024 the ICA Minister advised that he “may” order a formal national security review under the ICA. Jinteng filed a judicial review application in the Federal Court of Canada, arguing that the ICA Minister lacked jurisdiction. The ICA Minister agreed to a set - tlement, whereby the proposed transaction was approved subject to a joint undertaking from PAAS and Zijin to enter into an offtake agree - ment securing 60% of the future copper con - centrate supply from the La Arena II project upon commencement of commercial production. Amendments to the ICA are expected to become effective in April 2025. In part, the amendments will create a mandatory, suspensory pre-closing notification regime for prescribed investments in certain sensitive sectors, including critical miner - als. The amendments will also broaden govern - ment discretion to order pre-closing net benefit to Canada reviews for proposed acquisitions of control of Canadian businesses, unless the investor is from a trade agreement country. The developments discussed in this section portend significant scrutiny on proposed acqui - sitions and investments in Canadian mining companies by Chinese, Russian, North Korean and Iranian investors and other state-owned or influenced entities, including non-Chinese com - panies with material Chinese shareholders. In November 2024, the federal government released its annual report covering foreign
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