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.