21 Feb 2025
Canada Mining Exchange Company Limited v. Zhaojin Mining Industry Co. Ltd.
Background
- In August 2013, CME entered into an agreement with Zhaojin Mining, entitling it to a commission if Zhaojin pursued introduced business opportunities.
- The agreement contained a confidentiality clause restricting Zhaojin from contacting introduced companies without CME’s consent.
- In April 2013, before the agreement, CME sent unsolicited information about Sabina Gold and Silver Corp to Zhaojin.
- Two days after signing, CME sent Zhaojin Sabina’s NI 43-101 report, which was publicly available on SEDAR.
- In 2018, Zhaojin completed a transaction with Sabina.
Claim & Lower Court Decision
- CME sought an $8,080,000 commission based on Zhaojin’s $101,000,000 investment in Sabina.
- Zhaojin moved for summary judgment, which was granted, as the motion judge found:
- Zhaojin and Sabina had already introduced themselves.
- CME only provided publicly available information.
- The 2018 transaction occurred without CME’s involvement.
Appeal Decision
- The Court of Appeal dismissed the appeal, affirming that CME:
- Did not introduce Sabina to Zhaojin.
- Did not provide confidential information.
- Had no role in the 2018 transaction, which involved independent advisors.
Outcome
- Appeal dismissed.
- Zhaojin awarded $20,000 in costs.