Canada’s critical minerals M&A boom: a West Coast perspective

Bahar Hafizi
DuMoulin Black, Vancouver
bahar@dumoulinblack.com

Global mining and metals M&A deal values reached their highest levels in six years in 2025, totalling approximately US$70bn.^[1] Much of the international commentary on this activity has focused on headline mega mergers, transactions that are structured and executed from Canada’s traditional financial centre in Toronto, most notably the Anglo American–Teck Resources combination, valued at approximately US$57bn on an enterprise value basis.^[2] But the engine room of Canadian critical minerals M&A, particularly for exploration-stage and mid-market assets, operates from an ecosystem centred in Vancouver, on Canada’s Pacific Coast.

For international practitioners advising on cross-border resource transactions, understanding this market, its exchanges, its deal structures and its regulatory nuances is increasingly essential as global supply chain diversification accelerates.

Why Vancouver? The West Coast mining finance ecosystem

Canada’s two principal equity exchanges, the Toronto Stock Exchange (TSX) and the TSX Venture Exchange (TSXV), together list over half of the world’s publicly traded mining companies and have historically accounted for the majority of global mining equity capital raised. While the TSX hosts senior issuers and large-cap companies, the TSXV is the primary marketplace for junior issuers (approximately 1,700 companies), the majority of which are resource focused. The TSXV traces its lineage directly to the Vancouver Stock Exchange, and Vancouver remains the physical hub where the majority of junior mining management teams, geoscience consultants, specialist investment banks and corporate finance legal advisers are concentrated.

The TSXV operates through mechanisms that have no direct parallel on most international exchanges. Capital pool companies allow shell entities to raise seed capital through an initial public offering and, subsequently, complete a ‘qualifying transaction’ to bring an operating company to market, a mechanism that has launched hundreds of mining ventures. The listed issuer financing exemption (LIFE), introduced in 2022, permits listed issuers to raise capital through private placements without a prospectus, subject to certain thresholds, enabling rapid financings with launch-to-close timelines as short as eight days. In April 2026, the TSXV removed its sponsorship requirement for new listings, further reducing barriers to entry for emerging companies seeking public market access.

The distinction between Vancouver and Toronto in the Canadian M&A landscape is best understood in terms of the company lifecycle. Bay Street companies handle the mega-cap acquisitions, hostile bids and large public company combinations. Vancouver’s practice handles the pipeline of companies that become those targets, through exploration, capital formation, consolidation and eventual ‘graduation’ from the TSXV to the TSX or cross-listing on international exchanges, such as NASDAQ or the New York Stock Exchange (NYSE).

Policy tailwinds: Canada’s critical minerals strategy

The surge in critical minerals M&A is not purely market driven. Federal and provincial policy has created substantial tailwinds for dealmakers. In June 2025, Canada enacted the Building Canada Act, establishing the Major Projects Office (MPO), with a mandate to accelerate ‘projects of national interest’ by streamlining federal approvals and targeting a maximum two-year timeline for regulatory decision-making. As of late 2025, 11 projects had been referred to the MPO across two tranches in September and November, several of which are critical minerals developments in British Columbia, including the Red Chris copper–gold mine expansion in the province’s Golden Triangle and the Northwest Critical Conservation Corridor, described as having the ‘potential to unlock world-class resources’.^[3]

At the provincial level, British Columbia’s Infrastructure Projects Act extends accelerated permitting pathways to ‘provincially significant’ projects, contributing to the province’s ‘critical mineral supply’ or ‘energy security’. Internationally, Canada launched the Critical Minerals Production Alliance at the 2025 G7 Summit and has since secured 30 new partnerships unlocking CAD 12.1bn in project capital.^[4]

For M&A practitioners, the practical implications are threefold: government-backed financing through Export Development Canada and the Canada Infrastructure Bank is increasingly available for critical minerals projects; strategic alignment with the national interest can accelerate foreign investment approvals under the Investment Canada Act; and joint venture structures with government-backed entities are emerging as the preferred development vehicle.

Deal structures in the West Coast market

Critical minerals M&A on Canada’s West Coast operates through structures that may be unfamiliar to practitioners accustomed with large private company acquisitions or public takeover bids in other jurisdictions.

Consolidation of junior issuers

The most prevalent M&A pattern involves two or more TSXV-listed companies combining through statutory plans of arrangement under British Columbia’s Business Corporations Act (BCBCA). The arrangement mechanism is a court-supervised process: the applicant obtains an interim order from the British Columbia Supreme Court setting the terms for a shareholder meeting; shareholders then vote on the transaction (typically requiring approval by two-thirds of the votes cast); and upon approval, the court grants a final order at a fairness hearing, at which it considers whether the arrangement is fair and reasonable to all of the affected parties. This single mechanism can accomplish share exchanges, concurrent financings, debt restructurings and share capital reorganisations within one integrated transaction, offering a level of structural flexibility that makes it the preferred tool for junior mining consolidations. These mergers aim to create ‘buildable’ developers with combined resource bases, diversified project pipelines and sufficient scale to attract institutional capital or graduate to a senior exchange. Gold sector consolidation has been particularly active, with nine takeovers exceeding US$1bn involving Canadian gold mining companies since early 2025 alone.^[5]

Strategic investments by global majors

International mining companies increasingly take strategic equity positions in TSXV- and TSX-listed juniors to secure the future supply of critical minerals. These investments are typically structured as private placements relying on prospectus exemptions under National Instrument 45-106, most commonly the accredited investor exemption or, for listed issuers meeting the applicable thresholds, the LIFE. Under the LIFE, a listed issuer may raise up to the greater of CAD 25m or 20 per cent of its aggregate market value (subject to a CAD 50m cap and a 50 per cent dilution limit) within any 12-month period, without filing a prospectus, provided it has been a reporting issuer for at least 12 months and is not in default of its continuous disclosure obligations. This enables financings with launch-to-close timelines of days rather than weeks. Such transactions provide the junior company with capital and strategic validation, while the major secures early-stage exposure to a project without acquiring full operational responsibility. Importantly, under TSXV policies, private placements exceeding certain thresholds or involving related parties require Exchange approval and may trigger disinterested shareholder approval requirements under TSXV Policy 4.1.

Royalty and streaming structures

Pioneered in Vancouver, the royalty and streaming model, whereby a financing entity provides upfront capital in exchange for a percentage of future production or revenue, has become a foundational tool for project development in critical minerals. From a securities law perspective, these agreements are typically structured as commercial contracts (net smelter return royalties, gross overriding royalties or metal purchase agreements) rather than as securities, although practitioners must be attentive to whether a particular structure could be characterised as an ‘investment contract’ and, thereby, attract prospectus requirements. These structures allow projects to advance without dilutive equity financings and have evolved into increasingly sophisticated instruments, including Indigenous-owned royalty vehicles that consolidate benefit agreement entitlements from multiple mining projects into publicly traded companies listed on the TSXV.

Foreign investment considerations

The Investment Canada Act includes a national security review regime that has been enhanced significantly for transactions involving critical minerals. Foreign acquirers, particularly those with state-owned enterprise connections, face heightened scrutiny and extended review timelines. However, the federal government has signalled that transactions demonstrating strategic alignment with Canada’s national interests (such as those that secure supply for allied nations or bring needed capital to priority projects) may benefit from accelerated approvals.

Practical considerations for international practitioners

Several features of the West Coast Canadian market warrant particular attention from cross-border dealmakers.

Exchange-level regulation as a distinct approval layer

The TSXV imposes its own corporate finance policies on transactions involving listed issuers, requirements that operate independently of, and in addition to, provincial securities regulation. Qualifying transactions, reverse takeovers, changes of business and acquisitions that would result in a ‘fundamental change’ require submission to the TSXV’s Corporate Finance division for review and, in many cases, disinterested shareholder approval. The Exchange also maintains its own escrow and resale restriction policies for securities issued in connection with these transactions, which may impose holding periods beyond those required by securities legislation. Practitioners unfamiliar with this dual-track regulatory structure, provincial securities commission plus exchange, risk transaction delays or structural complications.

Continuous disclosure and Canadian Securities Administrators

Although Canada lacks a single national securities regulator, the 13 provincial and territorial commissions coordinate through the Canadian Securities Administrators and a harmonised set of National Instruments. For TSXV-listed issuers with their principal regulator in British Columbia, the British Columbia Securities Commission oversees continuous disclosure compliance, including annual and interim financial statements, management discussions and analysis, material change reports and insider reporting. International investors participating in private placements should be aware that the resale of securities acquired under prospectus exemptions is generally subject to a four-month holding period under the applicable securities legislation, and that the TSXV may impose additional restrictions through its own escrow policies.

Indigenous consultation as a transactional condition

Indigenous consultation and benefit agreements are conditions precedent to project advancement in British Columbia rather than optional corporate social responsibility measures. Due diligence on any resource M&A transaction in British Columbia should include a thorough assessment of Indigenous engagement, existing benefit agreements and the status of the relevant consultation processes.

Corporate statute flexibility

The BCBCA offers structural advantages for transaction mechanics that practitioners should consider at the incorporation or structuring stage. The BCBCA provides more flexible rules than its Ontario counterpart with respect to capital management, share consolidations, dividends and the types of resolutions required for corporate actions, including the ability to specify approval thresholds in the company’s articles. These advantages have led numerous resource companies to incorporate or continue their activity in British Columbia specifically to access these provisions when contemplating future M&A activity.

Conclusion

Canada’s critical minerals M&A boom is being driven by a convergence of geopolitical urgency, federal and provincial policy support and genuine resource endowment. However, the transactions that will ultimately determine whether Canada succeeds in its ambition to become a secure supplier of choice for allied nations are, overwhelmingly, being structured and executed through Vancouver’s venture-stage ecosystem, a market that operates with its own exchange, its own corporate statute and its own deal culture. For international M&A practitioners, understanding this market is no longer a niche interest. It is an increasingly necessary part of advising clients on global supply chain strategy in an era of mineral security competition.