Our 2025 Year in Review
2025 was an exceptional year in many ways – here are a few things that stand out:
RTOs on the TSX-V
2025 was a very good year for commodity prices – metals in particular. We have been involved in Reverse Takeovers through which we are taking a number of our private mining clients public and obtaining listings for their securities on the TSX-V.
Some points to note:
Before going public, watch your number of shareholders as a private company. There is a threshold of 50 Shareholders, above which there are a number of additional obligations which arise under both Securities Laws (loss of the Private Issuer Exemption and necessity to file Exempt Trade Reports) and under corporate law (CBCA companies will generally have to comply with public company disclosure rules for shareholder meetings).
For our mining clients, in reviewing 43-101 reports, we suspect that TSX-V is using AI programs to check the compliance of these reports with National Instrument 43-101. We have found it advisable to perform an initial AI review before submitting reports to the TSX-V, using programs such as ChatGPT.
It is certainly much easier to complete an RTO with a CPC (a special purpose shell company already listed on the TSX-V) than with an existing business.
If possible, keep the fiscal year-ends of both companies the same. Having staggered year-ends leads to additional work putting together the required Pro Forma financial statements.
Special Committees
We were fortunate to have received a number of mandates to act for special committees of independent directors. These committees are typically established when a company is considering a non-arm’s length transactions such as an Issuer Bid an Insider Bid or a Related Party Transaction. Special Committees are not mandated by Securities Laws in all circumstances (such as where a Formal Valuation is not required) but are nonetheless advisable as a best practice to insulate companies from adverse litigation outcomes when considering non-arm’s length transactions. For maximum protection, Special Committees should be Early, Independent and Resourced.
The Committee should be established as soon as a Company is considering a potential transaction. Companies who retroactively approve transactions will have little protection.
The Committee members must be truly independent. It may be useful to obtain written confirmation from committee members that they have no conflicts of interest, direct, or indirect with the parties to, or the subject matter of the transaction.
The Committee must have the resources needed to fulfill its mandate. As a minimum, it should have ability to hire independent legal and financial advisors, and ideally, the Committee members should be paid for serving on the Committee, in addition to their normal compensation as directors.
Critical Minerals Supply Chains
2025 saw increased attention to China’s control over the critical mineral and rare earth supply chain, from mining to processing. This was dramatically demonstrated when China flexed its muscles and introduced export controls on various critical minerals in response to U.S. President Trump’s tariffs on Chinese imports, and export controls on certain high- performance chips used for large-scale training of advanced AI models.
In response, the Group of Seven, under the leadership of Canada at the leaders summit in Kananaskis, Alberta in July, launched a G7 Critical Minerals Action Plan to focus on diversifying the responsible production and supply of critical minerals, encouraging investments in critical mineral projects and local value creation, and promoting innovation. The G7 Critical Minerals Action Plan was endorsed by the Leaders of Australia, India, and the Republic of Korea.
The G7 leaders agreed to develop a roadmap to promote standards-based markets for critical minerals with the idea that critical minerals markets should reflect the real costs of responsible extraction, processing, and trade of critical minerals. They agreed to support the development of responsible critical minerals projects through direct partnerships with each other, promoting private sector investment and encouraging their export credit agencies and development finance institutions to identify more opportunities for collaboration.
In the November Budget, Ottawa announced that it will start stockpiling graphite and scandium produced domestically as part of its new $2 billion push to finance critical minerals mines and processing plants in Canada, backed by the new $2 billion critical minerals sovereign fund. The critical minerals sovereign fund will also bankroll loans, purchase equity stakes, and agree to price floors and offtake agreements with mining companies. The fund aims to help Canadian critical minerals companies move from the project stage to production.
Separately, the United States has signed its own critical mineral agreements with Australia, Malaysia and Japan. Canada has indicated that it would like to discuss critical minerals with the United States in the context of the review of the Canada-United States-Mexico trade agreement, slated for July 2026.
Mining - Investment Reviews
Developments in 2025 raised issues about the status of the Canadian Government’s 2021 Guidelines on the National Security Review of Investments and 2022 Policy Regarding Foreign Investments from State-Owned Enterprises in Critical Minerals under the Investment Canada Act and 2024 Ministerial Statement on Net Benefit Reviews of Canadian Critical Minerals Companies. The Ministerial Statement following the government’s approval of Glencore PLC’s acquisition of Teck Resources Ltd. metallurgical coal business, said henceforth transactions will only be found of net benefit in the most exceptional of circumstances.
In October, the United Sates government took a 5% equity stake in Vancouver-headquartered, Lithium Americas which is building a new lithium mine in Nevada and a 10% stake in Vancouver-based Trilogy Metals Inc., which has mining interests in a copper-rich area in Alaska. Although the Canadian Industry Minister has statutory authority over investment approvals, Canada’s Natural Resources Minister signaled that the government wouldn’t challenge either merger.
Also of note in 2025 is that the Government of Canada approved Anglo American PLC’s takeover of Teck Resources Ltd. The Government did manage to extract a number of significant commitments in return for the approval, with Anglo agreeing to keep its headquarters in Vancouver “in perpetuity” along with other job and investment “guarantees”.
Softwood Lumber – Trade Remedies and U.S. National Security Tariffs
2025 witnessed new twists and turns in the long-running Canada-United States battle over Canada’s softwood lumber exports. Two notable developments stood out: Canada withdrew two separate claims disputing U.S. anti-dumping duties on Canadian softwood lumber based on trading between June 2017 and Dec. 2019. Canada’s foreign ministry said that was a “strategic choice” aimed at improving relations with the U.S. That said, other litigation, reviews and challenges continue.
One source of apparent movement was indication that British Columbia producers are prepared to discuss a quota to break the logjam, but it isn’t clear whether that openness extends to foregoing the approximately $10 billion and growing duties held in escrow, awaiting the settlement of the dispute.
One new development was the Trump Administration’s use of Section 232 of the Trade Expansion Act of 1962 to impose a 10% “national security” tariff on Canadian lumber, joining other key Canadian industries – steel, aluminum and automobiles. However, this 10% rate applies globally, including to major suppliers like Canada, and is in addition to existing anti-dumping and countervailing duties on Canadian softwood lumber, which average over 35%.
Oil & Gas - Sanctions
The big trade development in 2025 in the oil and gas space is the continued fallout from the web of sanctions on Russia for its invasion of Ukraine and on Iran for links to U.S.-designated terrorist organizations and Iran’s Islamic Revolutionary Guard Corps. Some of these sanctions apply to traded oil and gas and others apply to the tankers used to ship the oil and gas and the banks that facilitate the trade. Towards the end of the year, the United States stepped up its enforcement activities on China-bound oil shipments through an embargo on oil shipments from Venezuela, including the seizure of several tankers.
All of these developments, highlight the importance of compliance advice for companies and individuals involved in these trades to avoid inadvertently tripping any sanctions and export control wires in Canada or internationally.
Welcoming Howard Hampton as a Principal of Pilot Law
In 2025, we were very pleased to announce that Howard Hampton became a Principal of the firm (see announcement here). As a former minister of Natural Resources of Ontario. Howie brings a wealth of expertise to our clients’ businesses. For instance, he, along with our associate Evan Strong, was able to put together 10 First Nations to advance our client’s Biofuel project in Northwest Ontario (see article here).
Chuck Higgins
Managing Principal, Pilot Law LLP
M: 416 616 8064 | O: 416 521 7200
E: chiggins@pilotlaw.ca
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Mark Warner
Colleague, Pilot Law LLP
M: 416.274.5957
E: mwarner@pilotlaw.ca
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