Canada

Canada’s legal system is a combination of common law and civil law. Common law applies in all provinces and territories of Canada, except for Quebec, it being the only province with a civil law code.

Governmental powers and responsibilities in Canada are constitutionally allocated between its federal Parliament and 10 provincial legislatures, with certain federal powers shifting to its three northern territories through statutory devolution. This chapter is focused on the provinces of British Columbia and Ontario, and the federal laws applicable therein.

With respect to mining, provincial legislatures have the power to enact laws in relation to provincial public lands, mineral titles and the exploration and extraction of minerals within their provincial jurisdictions, including oversight of the development and operation of mines, conservation of mineral resources, and environmental protection. While the rules and regulations tend to be highly complex and are rarely codified in a single provincial statute, mining regimes are substantively generally consistent across Canadian provinces.

Canada’s federal Parliament has the power to make laws affecting minerals and mining on federal lands, in addition to exports and imports, nuclear energy and minerals related thereto, interprovincial transport of dangerous goods, use of explosives, navigable waters and, perhaps most importantly, protection and conservation of the environment where it intersects provincial jurisdiction, which includes Indigenous rights (in Canada referred to as Aboriginal rights), fisheries and oceans, interprovincial infrastructure and shared natural resources, migratory birds and at-risk species and habitats.

British Columbia

The Mineral Tenure Act and the Mines Act constitute the key legislation governing mining in British Columbia, each of which was last amended in 2023, with updates including but not limited to bolstering environmental and Indigenous consultation considerations.

Ontario

The Mining Act (Ontario) is the key legislation governing mining in Ontario, which was last amended in 2025, with updates including but not limited to the purpose clause of the Act to recognise encouraging mineral exploration consistent with protecting Ontario’s economy, while operating in a manner consistent with recognition and affirmation of existing Aboriginal and treaty rights.

Property interests in surface and subsurface minerals are generally severed in Canada. Generally, all lands were considered to be owned by the Crown until title was granted to persons or municipalities via Crown (government) grant. A separate fee estate consisting of only surface rights, of both surface rights and mineral rights, or solely of mineral rights could be created by Crown grant of the fee simple estate, with or without reservation by the Crown of all or certain of the related mineral rights. Near the end of the 19th century, the Crown adopted a practice of reserving the minerals from fee simple grants, and modern federal and provincial legislation across Canada now provides that minerals are reserved from Crown land dispositions and that grants of mineral rights be of leasehold estate.

Section 109 of the Constitution Act, 1867 vests ownership of Crown minerals to the provincial Crown of the province where such minerals are situated. Each province and territory’s respective discrete system of mineral tenure and legislation is accompanied by distinct procedures whereby mineral interests may be granted by the Crown and acquired by private legal persons. The Crown remains the largest holder of minerals in Canada (but open to private tenure and development), both as fee simple owner of Crown lands and through mineral reservations from historic Crown grants.

Crown title to all Crown lands is subject to limitations pursuant to Aboriginal treaty rights, claims for Aboriginal title or other Aboriginal rights, and the provisions of any applicable land claim settlement agreement — in each case as enshrined and protected by the Constitution of Canada.

The federal and provincial governments serve as both grantors of rights and regulators of mining activity within their respective jurisdictions. The federal government, 10 provinces and three territories each have their own ministries, agencies or other governmental bodies to oversee the mining sector.

The surface rights of mining rights holders will vary based on several factors, including the relevant provincial legislation, the stage and near-term goals of the project (e.g. exploration, development or production) and importantly, whether the surface is Crown land, private land, municipal land, or Indigenous land.

See Section 1.2, above, regarding a general description of the source and nature of surface rights in Canada.

See Section 1.4, below, regarding the right of entry on Crown or private lands.

Mineral rights have a constitutional basis wherein the rights and powers over mineral title and extraction have been apportioned between the federal and provincial governments.

Mineral rights in Canada are property rights and can be broken down into three distinct categories.

The right of entry on Crown or private lands containing Crown minerals

Holders of mineral claims (or a mining claim in certain jurisdictions) have the right to enter upon, use, occupy and let down such part(s) of the surface rights of the claim as necessary for prospecting and efficient exploration of, and prospective development and operation of, mines, minerals and mining rights therein. In all Canadian jurisdictions, compensation will be owed to existing surface rights owners for such use.

Priority over other miners

Recording or registering a mineral claim gives priority over other miners, so long as the claim remains in good standing. Where disputes arise between prospectors with respect to the recording, registration or priority of claims, inspections of the claims may be requested by a recorder or similar government official, and the recording of challenged claims may be appealed to a quasi-judicial officer or board in the applicable jurisdiction.

The right to a lease and to enter into production

A mineral claim holder is entitled, and has the exclusive right, to apply for a mining lease over the area of the claim, following the prescribed periods of assessment work. A mining lease grants the right to enter into production from a mineral deposit and, upon production, to take title to the minerals and to process and dispose of them for valuable consideration.

Canada adheres to the Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Standards. The CIM Standards, which were adopted in 2005 and amended in 2014, establish definitions and guidelines for the reporting of exploration information, mineral resources and mineral reserves. The CIM Standards are incorporated by reference into the Canadian Securities Administrators’ National Instrument 43-101 — Standards of Disclosure for Mineral Projects, which provides the standards for all technical public disclosure for mineral projects.

CIM is a member of the Committee for Mineral Reserves International Reporting Standards (CRIRSCO) and CIM Standards are consistent with codes of other members: Australia (Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC)); Chile (Certification Code for Exploration Prospects, Mineral Resources and Ore Reserves (Certification Code)); South Africa (South African Code for the Reporting of Exploration Results, Mineral Resources and Mineral Reserves (SAMCODES)); the United States (SME Guide for Reporting Exploration Information, Mineral Resources, and Mineral Reserves (SME)); and Europe (Pan-European Reserves and Resources Reporting Committee Code (PERC)).

The development of mining projects in Canada is subject to environmental regulation at the federal and provincial levels, and requires, among other things, the completion of environmental impact assessments prior to commencing operations. In certain cases, these assessments must be repeated at subsequent stages of development. The regulatory objective is to determine whether approval for a mining operation should be granted based on the project’s likely environmental impacts. If a mining project receives approval from the relevant environmental authorities, significant obligations will be imposed on the developer for rehabilitation and restoration activities on affected lands following the completion of the project or mine closure.

In Canada, the broad scope of environmental regulation is shared between the federal government and the provinces. While municipal powers are generally limited with respect to the environment, municipalities are getting more involved in environmental regulation, and municipal byelaws and permitting requirements are important aspects to consider prior to and while implementing a mining project.

The federal government has primary jurisdiction over environmental matters of international and interprovincial concern, as well as over fisheries, navigable waters and matters on federal lands, which includes Indigenous reserve lands and national parks.

British Columbia

• The Mines Act generally regulates mineral properties throughout exploration, development, construction, production, closure, reclamation and abandonment.
• The British Columbia Environmental Management Act forbids the introduction of waste into the environment so as to cause pollution (unless valid permits and approvals are obtained).
• The Environmental Assessment Act governs environmental assessments for larger projects.
• The Water Sustainability Act controls the diversion and use of water.

Ontario

• The Environmental Protection Act is the primary status for environmental liabilities in Ontario.
• The Mining Act governs environmental liability specific to mining operations in Ontario.
• The Ontario Water Resources Act governs the taking and discharge of water.
• The Environmental Assessment Act governs environmental assessments for certain developments, which must be passed before such developments are commenced.
• The Far North Act issued a moratorium on new mines located in designated areas of the Far North of Ontario, which created an additional regulatory requirement of community-based land use plans.

Indigenous groups which are “Aboriginal peoples” in Canada are the most notable specially protected community in Canada. Indigenous law in Canada is based on constitutionally protected inherent and treaty rights, referred to in section 35 of the Constitution Act, 1982 as Aboriginal and treaty rights. The Canadian Constitution recognises and affirms the rights of Aboriginal peoples of Canada (e.g. Inuit, Métis, First Nations), and both the federal and provincial governments are obliged to “act honourably” when dealing with Aboriginal peoples in light of this constitutional protection. Aboriginal rights legally flow from historic Indigenous occupation and traditional use of land, historic and modern treaties, negotiated claim settlements and court-affirmed rights.

Under section 35 of the Constitution Act, 1982, the Crown has a duty to “uphold the Honour of the Crown” and to consult and, where appropriate, to accommodate Aboriginal peoples where a government action or decision (such as granting an authorisation) may potentially adversely impact their established or asserted Aboriginal or treaty rights. Accommodation can take the form of project conditions to minimise or avoid potential adverse effects on the rights of Indigenous peoples. Most natural resource-related projects, including mining projects, will trigger the duty to consult Aboriginal peoples. While the consultation process is the Crown’s responsibility (both federal and provincial), the Crown can delegate some or all of the procedural aspects of consultation to project proponents. In such cases, proponents must work closely with the Crown to carry out their consultation obligations, with the objective to provide a fair and transparent forum for the issues and concerns of Aboriginal peoples to be heard and considered in light of the proposed project’s potential or actual impacts on their traditional lands, their rights and the environment.

The obligations imposed by the Crown’s duty to consult and accommodate vary according to the particular circumstances, and not every project requires the same degree of consultation or accommodation. In British Columbia, Indigenous communities are increasingly participating in joint decision-making processes through agreements established following the province’s United Nations Declaration on the Rights of Indigenous Peoples (UNDRIP) implementation legislation.

ESG factors are used by investors to evaluate the sustainability of investments and corporate practices. There are currently no ESG-specific legislative regimes in Canada for the mining sector. However, there are emerging securities disclosure regimes, securities exchange commentary and industry guidance that relate to ESG factors, any of which may:

• carry the force of law;
• be as influential to proponents as direct legislation; and
• foreshadow the future of Canada’s ESG regulatory framework.

Canada has one of the most highly regulated mining industries in the world and, as a result, evidence of illegal mining is limited to non-existent.

National and provincial (regional) governments in Canada and abroad have introduced climate change legislation that affects the mining industry, in addition to international treaties. Climate change standards are generally becoming more stringent and are expected to increase compliance costs.

Climate change itself may also impose risks on mining industry operations due to increases in extreme weather events, rising sea levels, the melting of Arctic permafrost and other natural phenomena. Major Canadian mining companies consider these potentially significant effects on their operations.

The federal government released the Canadian Critical Minerals Strategy in December 2022, containing a list of 31 critical minerals that are deemed to be:

• essential to Canada’s economic security and its supply if threatened;
• required for Canada’s transition to a low-carbon economy; or
• a sustainable source of highly strategic critical minerals for Canada’s partners and allies.

In June 2024, three additional minerals were added: high-purity iron, phosphorous and silicon metal.

The Canadian Critical Minerals Strategy addresses the following five core objectives:

• supporting economic growth, competitiveness and job creation;
• promoting climate action and environmental protection;
• advancing reconciliation with Indigenous peoples;
• fostering diverse and inclusive workforces and communities; and
• enhancing global security and partnerships with allies.

Additionally, the Government of Canada announced in 2026 over CAD 3.6 billion in new programmes and investments with the goal of unlocking Canada’s critical minerals advantage and delivering Canadian minerals from mine to market, including the First and Last Mile Fund, which is intended to support the building of infrastructure to support new mines and economic growth in Canadian mining regions.

Corporations that carry on exploration and mining activities in Canada are subject to the general income tax rules that apply to all corporations operating in the country. Income tax is imposed at the federal level under the Income Tax Act (Canada), and at the provincial and territorial level each province and territory has its own income tax statute.

Each province and territory also levies separate mining taxes or royalties on mining activities; the rates and basis of calculation vary depending upon the jurisdiction and the type of mineral. In many provinces and territories, the mining tax is computed by reference to mining profits, whereas certain provinces impose royalties that vary according to the specific mineral.

Canada does not offer tax stabilisation agreements to non-resident investors in the mining industry.

As in other sectors, a corporation engaged in exploration and mining activities is entitled to deduct expenses incurred for the purpose of earning income. A corporation may also deduct certain capital expenditures, including tax depreciation on tangible capital assets (capital cost allowance (CCA)). Canadian tax regimes applicable to exploration and mining recognise the capital-intensive nature of the mining industry. To ensure the international competitiveness of Canada’s resource industry, these regimes provide incentives designed to encourage investment.

Specifically, certain resource or mining expenses may be deducted on a current or declining-balance basis. These expenses are added to cumulative resource pools classified as Canadian exploration expenses (CEEs) and Canadian development expenses (CDEs). CEEs include expenses that are incurred by the taxpayer for the purpose of determining the existence, location, extent or quality of a mineral resource in Canada, and generally (with certain restriction) may be deducted at a rate of 100%, up to the taxpayer’s income for the year and carried forward indefinitely. CDEs include expenses that are not CEEs and are incurred for the purpose of bringing a new mine in Canada into production. CDEs may be deducted at a rate of 30% on a declining-balance basis. Unclaimed CDEs may be carried forward indefinitely.

In addition, the 15% federal Mineral Exploration Tax Credit (METC) is available to help exploration companies raise equity funds, where investors can apply their investment against federal income taxes provided the funds invested with the company are used for prescribed exploration expenses. These are commonly referred to as “flow through shares” (FTS). Further, the federal 30% critical minerals METC is available to FTS investors on eligible exploration expenditures targeted at specific critical minerals. Provinces such as British Columbia offer similar FTS METCs. Further, British Columbia offers a corporate 20% METC designed to encourage mineral exploration activity in British Columbia, and an enhanced rate of 30% is applicable for exploration activities undertaken in prescribed areas affected by Mountain Pine Beetles. This corporate METC must be claimed by the corporation or partnership that is incurring the qualified mining exploration expenses in the province of British Columbia and is a refundable credit to the claimant.

A mining project may be disposed of by way of a sale of the mining assets or of the relevant entity in which the mining project is held. The disposition of capital property in Canada generally results in a capital gain (or loss), with one-half of any capital gain being included in income. The disposition of mining assets may result in income (in the case of resource property), recapture (in the case of depreciable property) and capital gains on capital property.

Non-residents are subject to tax in Canada on the disposition of “taxable Canadian property”, which includes:

• real property and resource property situated in Canada;
• property used by the taxpayer in certain businesses carried on in Canada; and
• certain shares and partnership or trust interests 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. Exemptions may apply depending on the nature of the mining project being sold, and GST/HST.

Most provinces impose land transfer taxes on transfers of real property. The rates of land transfer tax vary by province, and transfers of resource properties are often exempt from this tax.

Canada consistently ranks highly in world mining surveys for investment attractiveness. The Fraser Institute Annual Survey of Mining Companies 2025 ranked Ontario and Saskatchewan in the top 10 most attractive regions in the world for mining investment.

Canada attracts considerable investment in the mining 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.

In general, investment in a Canadian mining enterprise may require pre-closing approval under the Investment Canada Act (ICA), under which the federal government reviews foreign acquisitions of control of Canadian businesses above certain monetary thresholds. The review threshold ultimately depends on the transacting parties and whether a trade agreement exists between the non-Canadian party’s country and Canada.

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 investment in or related to a Canadian business by foreign companies where it believes the investment may be “injurious to national security”, regardless of any monetary thresholds.

Canada is a party to several multilateral free trade agreements and investment agreements, which give foreign investors, including Canadian mining companies, the right to file a claim for damages against the government of the host country for expropriation or unfair or discriminatory treatment of their investments and investors. The Canadian Government’s Foreign Investment Promotion and Protection Agreement Model confirms that Canada intends to continue providing international dispute resolution protections to foreign investors.

In Canada, the traditional sources of financing for exploration-stage projects have been capital raises through equity markets (e.g. private placements or public offerings) and option/joint venture transactions, for example, a junior company that owns a project grants an option to a more senior company for it to earn a controlling interest in the project in exchange for exploration expenditures (or cash payments). In option/joint venture transactions, the junior company is not required to fund the initial stages of the project and is “carried” until the senior company earns its majority interest, following which the parties form a joint venture and fund the project on a pro rata basis.

As a project evolves into the development phase, debt financing becomes more accessible (e.g. bond or convertible debt offerings, or bank facilities). Once a production decision is made based on a feasibility study, project financing is the most common source of financing for mine construction, with the assets of the project being offered as security. Such project financing may be supplemented by offtake agreements, where the producer will sell all or a percentage of future production from a specific facility to an end user.

Other less traditional finance methods, such as royalties and metal streaming, are used in financing all stages of a project, even well before the construction of a mine. Stream financings are where a company agrees to sell a certain percentage of one or more of the metals/minerals (typically a byproduct metal/mineral) produced from a mining operation to a streaming company, in exchange for: an upfront payment; and ongoing production payments at a discount to market prices.

The types of security available over mining-related assets in Canada differ depending on the stage of development and the location of the project.

For exploration-stage projects of Crown minerals, a lender or financer can obtain minimal security due to the nature of the mineral tenure that is granted early in a project in most provinces or territories. The type of security that can be granted will depend on the statute creating the interest and the related registry. Some statutes deem mineral claims to be a form of personal property, while others deem them to be an interest in land equivalent to a lease.

Regardless of the interest, land title statutes and personal property security legislation typically do not apply to Crown minerals, and security must be registered in accordance with the mining statute. Most provincial mineral statutes and registries will, however, allow notices to be filed on mineral claims, giving notice of the security granted over such mineral claims. Many of these statutes do not provide a priority regime and are merely a notice to third parties regarding a potential encumbrance or interest, and the priority is governed by common law.

As a project advances, most companies will upgrade their mineral claims to a more secure type of tenure, typically a mining lease (or equivalent). In most jurisdictions, mining leases are considered an interest in land and, therefore, mortgages and other encumbrances can be filed on title, which could provide priorities and enforcement rights to lenders or other financers, depending on the jurisdiction and nature of the mining tenure.

When the project has advanced to the stage of mine construction, the security for project financing is generally provided at the project level by the project entity that owns the project and the minerals.

Information and data publicly available regarding exploration and other mining activities in Canada are available through:

• Provincial and territorial mining recorders’ offices. Staking, ownership and mining claim maintenance, including receiving assessment work reports and filings of exploration activities.
• Provincial geological surveys. Geological information and maybe broad ground or aerial surveys as well as published maps, reports and digital data on geology and other technical information.
• Provincial and territorial land title and registry offices. Information about the title of leasehold and freehold property (including minerals), accessible online for a fee.
• Natural Resources Canada. Canadian Mineral Exploration Information Bulletin (natural-resources.canada.ca/minerals-mining/mining-data-statistics-analysis/minerals-mining-publications/canadian-mineral-exploration-information-bulletin-0) and an interactive minerals and mining map (accessible from the information bulletin page).
• System for Electronic Document Analysis and Retrieval+ (SEDAR+). Mandatory document filing and retrieval system for most reporting issuers in Canada (sedarplus.ca).

Canada’s open economy allows for a wide range of business structures and forms, including corporations, partnerships, limited partnerships, joint ventures and trusts. Corporations are popular with offshore investors because they are relatively simple to establish, can grow with the business, and offer flexibility in terms of business and tax planning. Offshore investors typically prefer to carry on business in Canada through a Canadian subsidiary because of concerns about limited liability, privacy, creditor protection and a local preference for dealing with a Canadian company. Financing options from Canadian lenders tend to be more favourable for locally incorporated subsidiaries compared with branch offices of foreign business entities. Joint ventures are also popular in most Canadian jurisdictions with early-stage projects, as expenses can be flowed up directly to each joint venture participant and mineral tenures can be held beneficially by multiple parties as tenants in common or each joint venture participant can hold their pro rata interest in the mineral tenure directly.