Insights · Disclosure

NI 43-101 vs S-K 1300: Telling Your Technical Story

If your company has a mineral project and a public listing, your technical story is not just marketing. It is regulated disclosure. Which rulebook governs it depends on where you report. Canadian reporting issuers follow National Instrument 43-101. Companies that file with the US Securities and Exchange Commission follow Regulation S-K Subpart 1300, codified at 17 CFR 229.1300 and the sections that follow it.

Many small and micro-cap issuers hold listings on both sides of the border, or plan to. When that happens, one geologic fact pattern has to satisfy two rulebooks. This article walks through what stays the same and what changes.

Two rulebooks built for the same job

NI 43-101, formally the Standards of Disclosure for Mineral Projects, is a national instrument of the Canadian Securities Administrators. It applies whenever a reporting issuer discloses scientific or technical information about a mineral project on a property that is material to the issuer. The disclosure can live in a news release, a prospectus, a website, or an investor presentation. The rule follows the information, not just the formal filing.

Regulation S-K Subpart 1300 is the SEC counterpart. The SEC adopted it to modernize mineral property disclosure and to replace the older Industry Guide 7 regime. Under the current rule, an SEC registrant with material mining operations discloses mineral resources and mineral reserves using a defined framework, and supports that disclosure with a report from a qualified person.

The common ground is large. Both regimes center on a qualified person. Both require a formal technical document. Both insist that the public summary match the underlying report. Both aim to keep a promoter from printing a resource number the geology does not support.

Who signs the report

Both rules turn on a qualified person, often shortened to QP. Under NI 43-101, a qualified person is an engineer or geoscientist with relevant experience in the subject matter of the project and membership in good standing of a recognized professional association. Regulation S-K Subpart 1300 uses its own qualified-person definition, which also rests on professional qualification and relevant experience.

The practical point for an issuer is that the QP is accountable for the technical content. The QP prepares or supervises the report, approves the scientific and technical disclosure drawn from it, and takes responsibility for the estimates. A company cannot swap in generic marketing language once the QP has signed off. If your public summary drifts from what the QP wrote, you have a disclosure problem, not a wording preference.

A person who qualifies under one regime does not automatically qualify under the other. If you report in both jurisdictions, confirm that your QP meets the definition in each rule you are relying on.

What the document is called and where it lives

The clearest difference is the document itself. NI 43-101 calls for a technical report in defined circumstances, prepared under a prescribed form. Regulation S-K Subpart 1300 calls for a Technical Report Summary, usually shortened to TRS, filed as an exhibit to the relevant SEC filing.

Where the document goes also differs. Canadian technical reports are filed on SEDAR+. SEC documents, including the TRS exhibit, are filed on EDGAR through sec.gov. Same project, two filing systems, two formats.

When the rule makes you file

The two regimes are triggered differently, and this is where issuers get caught. NI 43-101 ties the obligation to prepare and file a technical report to specific events, such as certain first-time disclosures of a material property or disclosures that change the picture of a material project. The exact triggers are set out in the instrument and its companion policy, so confirm the current list against the rule text rather than from memory.

Regulation S-K Subpart 1300 ties the TRS to the disclosure of mineral resources or mineral reserves in SEC filings for material mining operations. The TRS supports the numbers that appear in the registrant's reports.

Because the triggers are not identical, a single event can require action under one rule and not the other, or require it on different timing. If you hold both listings, map each planned disclosure against both rulebooks before you publish, not after.

Terminology and resource categories

Both regimes classify mineral estimates, and the vocabulary has largely converged. Resources are reported in categories of increasing confidence, commonly inferred, indicated, and measured. Reserves are reported as probable and proven. The idea is the same across both rules. An inferred resource is the lowest-confidence category and cannot be treated as if it were a reserve.

The definitions are not word-for-word identical, and the supporting standards each regime points to differ. NI 43-101 draws on the Canadian CIM definitions. Regulation S-K Subpart 1300 sets out its own defined terms. For most small-cap stories the categories line up, but a QP should confirm that an estimate labeled one way in a Canadian report carries the same meaning when it moves into an SEC filing.

A checklist before you publish

Use this list whenever you are about to disclose technical information about a mineral project.

1. Identify every jurisdiction you report in, and list the rule that governs each.
2. Confirm your qualified person meets the definition under each rule you are relying on.
3. Match the public summary word for word against the underlying technical report or TRS.
4. Check whether the disclosure triggers a filing obligation under NI 43-101, under Subpart 1300, or both.
5. Use the correct resource and reserve categories, and never present an inferred resource as a reserve.
6. File the report in the right system: SEDAR+ for Canadian reports, EDGAR for SEC documents.
7. Keep the QP consent and date current for the version you are publishing.

Where a disclosure partner fits

FoundryIR works with small and micro-cap issuers on investor-relations disclosure, not on preparing the geologic estimates themselves. That technical work belongs to your qualified person. What a disclosure partner can do is help you keep the public-facing layer consistent with the report your QP signed, and route announcements through compliant channels. Our news releases start at US$499, and the US$799 release is the full regulatory-grade option, which is prepared, compliance-checked, sent on a regulatory newswire, and posted to the issuer's social channels, up to 400 words on a North American circuit. The technical judgment stays with your QP. The distribution and consistency work is where an IR partner earns its place.

The short version is this. NI 43-101 and Regulation S-K Subpart 1300 answer the same question in two legal languages. Learn which rule governs each disclosure, keep your qualified person at the center, and make the public words match the report. Do that, and your technical story travels across the border without creating a compliance gap.

Frequently asked questions

Does a listing on both a Canadian exchange and the SEC mean I have to satisfy both rules?

Generally yes. If you are a Canadian reporting issuer you follow NI 43-101, and if you file with the SEC you follow Regulation S-K Subpart 1300. The same project can be subject to both, so map each disclosure against both rulebooks and confirm your qualified person meets each definition.

What is the difference between a technical report and a Technical Report Summary?

They are the core documents of the two regimes. NI 43-101 calls for a technical report filed on SEDAR+. Regulation S-K Subpart 1300 calls for a Technical Report Summary, or TRS, filed as an exhibit on EDGAR. Both are prepared by a qualified person and support the public disclosure.

Can I report an inferred resource as part of my reserves under either rule?

No. In both regimes an inferred resource is the lowest-confidence resource category and is not a reserve. Reserves are reported as probable and proven. Confirm the exact definitions in NI 43-101 and in 17 CFR 229.1300 before publishing, since the wording is not identical.

Educational content, not investment, legal, or disclosure advice. Rules and exchange policies change; verify against the primary source linked above and consult your securities counsel on disclosure decisions.