Cerro de Pasco Resources Inc.
Headnote
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- National Instrument 41-101 General Prospectus Requirements, s. 19 -- National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102), s. 13.1 -- National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards, s. 5.1 -- National Instrument 52-109 Certification of Disclosure in Issuer's Annual and Interim Filings, s. 8.6 -- National Instrument 52-110 Audit Committees, s. 8.1 -- National Instrument 58-101 Disclosure of Corporate Governance Practices, s. 3.1 -- Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions , s. 9.1 -- An issuer seeks relief from requirements applicable to a reporting issuer that does not have any of its securities listed or quoted on any of the Toronto Stock Exchange, Aequitas NEO Exchange Inc. (now Cboe Canada Inc.), a U.S. marketplace or a marketplace outside of Canada and the United States of America other than the Alternative Investment Market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group plc. (now the AQSE Growth Market operated by Aquis Stock Exchange Limited) -- a venture issuer with common shares listed on the TSXV is listed on a foreign exchange that does not meet the requirements of the definition of a venture issuer; the foreign exchange is a junior market that has less rigorous requirements than the TSXV; the issuer must continue to have its common shares listed on the TSXV and the foreign exchange must remain a junior market; except for the issuer's listing of its common shares in a junior market on the foreign exchange, the issuer continues to satisfy the definition of "venture issuer" in NI 51-102.
Applicable Legislative Provisions
National Instrument 41-101 General Prospectus Requirements, s. 19.
National Instrument 51-102 Continuous Disclosure Obligations, s. 13.1.
National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards, s. 5.1.
National Instrument 52-109 Certification of Disclosure in Issuer's Annual and Interim Filings, s. 8.6.
National Instrument 52-110 Audit Committees, s. 8.1.
National Instrument 58-101 Disclosure of Corporate Governance Practices, s. 3.1.
Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, s. 9.1.
[Original text in French]
SEDAR+ filing No: 06298325
August 22, 2025
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
QUÉBEC AND ONTARIO
(the "Jurisdictions")
AND
IN THE MATTER OF
THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS
IN MULTIPLE JURISDICTIONS
AND
IN THE MATTER OF
CERRO DE PASCO RESOURCES INC.
(the "Filer")
DECISION
Background
The securities regulatory authority or regulator in each of the Jurisdictions (each a Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) for relief from:
a) the requirements otherwise applicable to the Filer as a reporting issuer who is not a venture issuer in each of the following regulations, including the forms thereof (collectively, the Regulations):
(i) Regulation 41-101 respecting General Prospectus Requirements;
(ii) Regulation 51-102 respecting Continuous Disclosure Obligations (Regulation 51-102);
(iii) Regulation 52-107 respecting Acceptable Accounting Principles and Auditing Standards;
(iv) Regulation 52-109 respecting Certification of Disclosure in Issuers' Annual and Interim Filings;
(v) Regulation 52-110 respecting Audit Committees; and
(vi) Regulation 58-101 respecting Disclosure of Corporate Governance Practices;
b) the formal valuation requirements in sections 4.3 and 5.4 of Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions (Regulation 61-101); and
c) the minority approval requirement in section 5.6 of Regulation 61-101 (the Minority Approval Relief)
(collectively, the Exemption Sought).
The Legislation contains different obligations applicable to reporting issuers who are venture issuers and to those who are non-venture issuers. The Exemption Sought, if granted, would permit the Filer to comply with the obligations applicable to venture issuers notwithstanding that the Filer does not meet the criteria in the definition of "venture issuer" contained in Regulation 51-102.
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):
a) the Autorité des marchés financiers (the AMF) is the principal regulator for this application;
b) the Filer has provided notice that section 4.7(1) of Regulation 11-102 respecting Passport System (Regulation 11-102) is intended to be relied upon in Alberta and British Columbia; and
c) the decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.
Interpretation
Terms defined in Regulation 14-101 respecting Definitions and Regulation 11-102 have the same meaning if used in this decision, unless otherwise defined.
In this decision, "venture issuer" means the definition of "venture issuer" contained in Regulation 51-102.
Representations
This decision is based on the following facts represented by the Filer:
1. The Filer is governed by the Canada Business Corporations Act and its head office is located in Saint-Sauveur, Quebec.
2. The Filer is focused on the development of its principal 100% owned asset, the El Metalurgista mining concession, comprising silver-rich mineral tailings and stockpiles extracted over a century of operation from its open pit and underground mine in central Peru.
3. The Filer is a reporting issuer in Alberta, British Columbia, Ontario and Québec (the Reporting Jurisdictions).
4. The Filer is authorized to issue an unlimited number of common shares with no par value. As of July 25, 2025, the Filer had 526,794,083 common shares issued and outstanding.
5. The Filer's common shares are listed for trading on the TSX Venture Exchange (the TSXV) under the symbol "CDPR", on the Open Market (previously known as the Regulated Unofficial Market) segment of the Frankfurt Stock Exchange under the symbol "N8HP", on the OTCQB Venture Market under the symbol "GPPRF", and in the Junior II category of the Risk Capital Segment of the Lima Stock Exchange (Segmento de Capital de Riesgo de la Bolsa de Valores de Lima) in Peru (the Lima Exchange) under the symbol "CDPR".
6. The Filer's common shares were first listed for trading on the Lima Exchange on July 17, 2025. The Filer listed its common shares on the Lima Exchange primarily to expand its presence in Latin America and increase its visibility among regional investors.
7. The Filer's primary listing remains on the TSXV.
8. The Filer is not in default of any of the requirements of the Legislation.
9. In the Regulations, the definition of "venture issuer" excludes a reporting issuer who, at the relevant time, has any of its securities listed or quoted on any of the Toronto Stock Exchange, Aequitas NEO Exchange Inc. (now Cboe Canada Inc.), a U.S. marketplace or a marketplace outside of Canada and the United States of America other than the Alternative Investment Market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group plc. (now the AQSE Growth Market operated by Aquis Stock Exchange Limited).
10. As the Lima Exchange is a "marketplace outside of Canada and the United States of America", the Filer does not, subsequent to July 17, 2025, meet the definition of a "venture issuer" under the Regulations.
11. The Lima Exchange has two main segments on which securities may be traded. The Filer's common shares are listed on the Risk Capital Segment, a junior specialized market implemented by the Lima Exchange to provide junior mining companies the opportunity to obtain funding through the Peruvian capital markets. The listing of a security of an issuer on this segment is automatic if that issuer is already listed on certain stock exchanges, including the TSXV (the Dual Listing Program).
12. The Lima Exchange defers to the requirements of the issuer's primary stock exchange for issuers that list on the Risk Capital Segment through the Dual Listing Program. The Risk Capital Segment of the Lima Exchange is junior or equivalent to the TSXV in terms of its requirements and does not have any minimum listing, listing maintenance or continuous disclosure requirements for TSXV-listed issuers that are more onerous as compared with the TSXV as it defers to the requirements of the TSXV with respect to TSXV-listed issuers, including the Filer. For a listing application, a TSXV-listed issuer must file a sponsorship report by a local broker dealer acting as a sponsor for the listing. In addition, an issuer must file all public disclosure documents filed in its home jurisdiction with the Lima Exchange. The Lima Exchange does not have any requirements for a mining issuer to hold a significant interest in a qualifying property, expenditure requirements or work program or exploration work limits.
13. The Lima Exchange requires that any issuer comply with applicable laws and regulations in its home jurisdiction, including the policies of the TSXV. In this regard, the Filer undertakes to continue complying with Canadian securities legislation and the policies of the TSXV.
14. The information that the Filer has provided regarding the Risk Capital Segment of the Lima Exchange and its status as a junior market for the purposes of review by staff of the AMF and the Ontario Securities Commission is accurate as of the date of this decision.
15. The Filer has retained Kallpa Securities SAB (Kallpa) as its sponsor and advisor for the listing process (the Peruvian Sponsor). Kallpa is a Peruvian investment firm specializing in equity sales, research, and corporate finance. It is the exclusive sponsor for all ten junior mining companies currently listed on the TSXV and cross-listed on the Lima Exchange. The Filer monitors the requirements of the Risk Capital Segment of the Lima Exchange on an ongoing basis, through its Peruvian Sponsor. For greater certainty, the term "Peruvian Sponsor" includes the Filer's current sponsor, Kallpa, and any future sponsors, as applicable.
16. The Peruvian Sponsor will guide and support the Filer for all regulatory and procedural requirements for the Lima Exchange listing, in addition to serving as the Filer's representative before Peruvian authorities and the Lima Exchange and will lead the Filer's marketing and investor outreach efforts in Peru, Chile, and Colombia following the listing.
17. The Filer acknowledges that any right of action, remedy, penalty or sanction available to any person or company or to a securities regulatory authority against the Filer from July 17, 2025 until the date of this decision are not terminated or altered as a result of this decision.
18. The granting of the Exemption Sought would not be detrimental to the protection of securities investors.
Decision
The Decision Maker is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.
The decision of the Decision Maker under the Legislation is that the Exemption Sought is granted provided that:
a) Except for the listing of the Filer's common shares on the Risk Capital Segment of the Lima Exchange, the Filer continues to satisfy the definition of "venture issuer" contained in Regulation 51-102.
b) The Filer complies with the conditions and requirements of Canadian securities legislation applicable to a reporting issuer that satisfies the definition of "venture issuer", and the rules and policies of the TSXV.
c) The representations listed in paragraphs 11 through 14 above continue to be true.
d) The Filer will monitor the representations made in paragraphs 11 through 14 above on an ongoing basis through both its Peruvian Sponsor and exchange representatives, including periodic reviews of the requirements of the Risk Capital Segment of the Lima Exchange and its status as a junior market, and inform the AMF of any material change affecting the truth of said representations.
e) The Filer will inform the AMF of any material change regarding the Risk Capital Segment of the Lima Exchange in terms of its requirements, the minimum listing requirements, the listing maintenance requirements or any other changes which relate to its status as a junior market and inform the AMF of whether any such change impacts its status as a junior market.
f) The Risk Capital Segment of the Lima Exchange is not restructured in a manner that makes it unreasonable to conclude that it is still a junior market and that the representations listed in paragraphs 11 through 14 above continue to be true.
g) The Filer continues to have its common shares listed on the TSXV.
h) The Filer does not graduate from the Risk Capital Segment of the Lima Exchange to a more senior segment of the Lima Exchange.
i) In the event an exemption under Canadian securities legislation applies to a requirement in the Regulations applicable to the Filer, and a condition to the exemption requires the issuer to be a venture issuer, the Filer may invoke the benefit of that exemption if the Filer meets the conditions required by the exemption except for the condition that the Filer be a venture issuer.
j) In the event an exemption under Canadian securities legislation applies to a requirement applicable to the Filer as a reporting issuer who is not a venture issuer in the Regulations, and a condition to the exemption requires the issuer to not be a venture issuer, the Filer does not invoke the benefit of that exemption.
k) For the purposes of the Minority Approval Relief, in addition to conditions a) through j) above, the Filer complies with the requirement to obtain minority approval in section 5.6 of Regulation 61-101, except that the Filer is entitled to rely on the exemption from the requirement to obtain minority approval set out in subsection 5.7(1)(b) of Regulation 61-101, despite subsection 5.7(1)(b)(i) of Regulation 61-101, provided that the other conditions of subsection 5.7(1)(b) of Regulation 61-101 are satisfied.
"Benoît Gascon"
Directeur principal du financement des sociétés
Autorité des marchés financiers
OSC File #: 2025/0364