Equinox Minerals Limited and Lundin Mining Corporation

Decision

Headnote

Section 9.1(1) of NI 43-101, Part 4 of MI 11-102 and Section 3.6 of NP 11-203 -- Unsolicited offer, disclosure and filings in respect of management information circular for dilutive acquisition and take-over bid circular -- acquisition target has already filed technical reports supporting the scientific and technical disclosure-- relief from the requirement to file a technical report in respect of scientific and technical disclosure regarding an acquisition target's mineral properties in relation to an unsolicited offer and relief from requirement to obtain consent from retired QP author of current technical report -- management information circular exempt from s. 4.2(1)(c) of NI 43-101 requirement to file technical report and take-over bid circular exempt from s. 4.2(8)(b) requirement of NI 43-101 to file updated certificates and consents of each qualified person responsible for portions of the technical report.

Applicable Legislative Provisions

National Instrument 43-101 Standards of Disclosure for Mineral Projects, ss. 4.2(1)(c), 4.2(8)(b), 9.1(1).

March 11, 2011

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO (the "Jurisdiction")

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

EQUINOX MINERALS LIMITED (the "Filer")

AND LUNDIN MINING CORPORATION

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer in connection with an offer (the "Offer") to acquire all of the issued and outstanding common shares (the "Lundin Shares") of Lundin Mining Corporation ("Lundin"), for a decision under the securities legislation of the Jurisdiction of the principal regulator (the "Legislation") that the Filer shall be exempt pursuant to:

• Section 9.1(1) of National Instrument 43-101 -- Standards of Disclosure for Mineral Projects ("NI 43-101") from the requirement in Section 4.2(1)(c) of NI 43-101 that Equinox file a technical report, in connection with the Equinox Circular (as defined herein), in accordance with NI 43-101 and Form 43-101F1 in respect of the existing mineral projects of Lundin, to the extent that any of such projects would be material to the Filer following completion of its acquisition of Lundin, in each jurisdiction in Canada in which it is a reporting issuer (the "Technical Report Relief");

• Section 9.1(1) of NI 43-101 from the requirements in Sections 4.2(1)(c) and 4.2(1)(i) of NI 43-101 that Equinox file an updated technical report in connection with the Bid Circular (as defined herein) and the Equinox Circular (as defined herein) (the "43-101 QP Consent Relief"), where Section 4.2(8) of NI 43-101 is unavailable to exempt Equinox from the requirements in Sections 4.2(1)(c) and 4.2((1)(i) of NI 43-101 as Equinox cannot file an updated certificate and consent of one of its qualified persons who has been responsible for preparing or supervising the preparation of a portion of such technical report; and

• Section 104(2) of the Securities Act (Ontario) (the "Act") and Section 6.1 of Multilateral Instrument 62-104 -- Take-over Bids and Issuer Bids ("MI 62-104") from the requirements in Section 94.7 of the Act and Section 2.15 of MI 62-104, respectively, that the Filer file a consent of one of its qualified persons who has been responsible for preparing or supervising the preparation of a portion of one of its technical reports in connection with the Bid Circular (the "94.7 QP Consent Relief").

This Application is a "passport application" pursuant to Multilateral Instrument 11-102 -- Passport System ("MI 11-102") and National Policy 11-203 -- Process for Exemptive Relief Applications in Multiple Jurisdictions ("NP 11-203"). In accordance with Part 4 of MI 11-102 and Section 3.6 of NP 11-203, the OSC has been selected as the principal regulator for this Application.

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a) the Ontario Securities Commission is the principal regulator for this application; and

(b) the Filer have provided notice that section 4.7(1) of MI 11-102 is intended to be relied upon in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador and the Northwest Territory, the Yukon Territory and Nunavut.

Interpretation

Defined terms contained in National Instrument 14-101 -- Definitions and MI 11-102 have the same meaning in this decision unless they are defined in this decision.

Representations

This decision is based on the following facts represented by the Filer:

1. The Filer is a corporation incorporated under the federal laws of Canada and a reporting issuer in each of the provinces and territories of Canada. The registered office of the Filer is located at Royal Bank Plaza, South Tower, 200 Bay Street, Suite 2940, Toronto, Ontario, M5J 2J2.

2. The authorized share capital of the Filer consists of an unlimited number of common shares ("Equinox Shares"). As of February 1, 2011, there were 877,042,919 Equinox Shares issued and outstanding.

3. The Filer was established for the purpose of becoming the Canadian holding company and to carry on the business of the Filer Resources Limited, a company incorporated in 1993 under the Australian Corporations Act 2001 (Cth), pursuant to a court-approved scheme of arrangement under Australian law. The Equinox Shares are listed for trading on the Toronto Stock Exchange (the "TSX") and the Filer CHESS Depository Interest ("CDIs") are listed for trading on the Australian Securities Exchange. Equinox Shares and CDIs can be converted each into the other on a one-for-one basis.

4. The Filer is a mineral exploration company focused on operating its 100%-owned large scale Lumwana copper mine in Zambia and the construction of the Jabal Sayid Copper-Gold project in Saudi Arabia. The Filer also owns interests in various other mineral exploration projects.

5. The Filer is not in default of applicable securities legislation in any jurisdiction.

6. Lundin is a corporation incorporated under the federal laws of Canada and a reporting issuer in each of the provinces of Canada. The registered and head office of Lundin is located at #1500 - 150 King Street West, P.O. Box 38, Toronto, ON, M5H 1J9.

7. Lundin is a diversified Canadian base metals mining company with operations in Portugal, Sweden, Spain and Ireland, producing copper, zinc, lead and nickel. In addition, Lundin holds a development project pipeline which includes expansion projects at its Zinkgruvan and Neves-Corvo mines along with its equity stake in the Tenke Fungurume copper/cobalt mine in the Democratic Republic of Congo.

8. The authorized share capital of Lundin consists of an unlimited number of Lundin Shares and one special share without nominal or par value. As of February 23, 2011, there were 581,604,450 Lundin common shares outstanding (as disclosed by Lundin in its Management's Discussion and Analysis for the year ended December 31, 2010).

9. The Lundin Shares are listed for trading on the TSX and Swedish Depository Receipts evidencing Lundin Shares are listed on the NASDAQ OMX Stockholm.

10. On January 12, 2011, Lundin and Inmet Mining Corporation ("Inmet") announced that they had entered into an arrangement agreement to merge the two companies and create Symterra Corporation. Pursuant to the arrangement, each Inmet shareholder would receive 3.4918 shares of Symterra, and each Lundin shareholder would receive 0.3333 shares of Symterra, in each case for each share held.

11. On February 27, 2011, Lundin announced by press release that it had been advised by the Filer of the Filer's intention to make an unsolicited bid for the shares of Lundin. On February 28, 2011, the Filer issued a press release announcing its intention to make the Offer for all of the issued and outstanding Lundin Shares on the basis of $8.10 in cash, or 1.2903 Equinox Shares and $0.01 in cash, subject, in each case, to pro-ration as set out herein. The maximum amount of cash consideration available under the Offer will be approximately $2.4 billion and the maximum number of Equinox Shares issuable under the Offer will be approximately 379 million Equinox Shares. The consideration payable under the Offer will be prorated on each take-up date as necessary to ensure that the total aggregate consideration payable under the Offer and in any subsequent acquisition transaction does not exceed these maximum aggregate amounts and will be based on the number of Lundin Shares acquired in proportion to the number of Lundin Shares outstanding on an adjusted fully-diluted basis. The Offer will be made by way of formal take-over bid under the Act and MI 62-104.

12. On November 24, 2009, changes to the TSX Company Manual came into effect, thereafter requiring security holder approval be obtained in circumstances where the number of securities issued or issuable in payment of the purchase price for an acquisition exceeds 25% of the number of securities of the acquiring listed issuer which are outstanding, on a non-diluted basis (the "TSX Rule").

13. In connection with the Offer, the Filer expects to issue a maximum of approximately 379 million Equinox Shares, representing approximately 43% of the issued and outstanding Equinox Shares. As a result of the TSX Rule, the Filer will be required to obtain security holder approval in order to complete the Offer.

14. The Filer has called a special meeting of holders of Equinox Shares (as of March 9, 2011) to consider the Offer (the "Meeting"), which will be held on April 11, 2011.

15. In connection with the Meeting, the Filer will, in accordance with applicable law, prepare and send to each holder of Equinox Shares a management information circular describing the Offer (the "Equinox Circular"). As a result of section 14.2 of Form 51-102F5, the Filer will be required to include prospectus-level disclosure regarding Lundin, including disclosure of the mineral reserves and mineral resources for Lundin's material properties.

16. Pursuant to Section 4.1(2)(c) of NI 43-101, an issuer must file a technical report for each mineral project on a property material to the issuer or resulting issuer to support scientific or technical information filed or made available to the public in connection with an information or proxy circular concerning a direct or indirect acquisition of a mineral property where the issuer or resulting issuer issues securities as consideration [our emphasis].

17. As a result of the TSX Rule and Section 4.2(1)(c) of NI 43-101, the Filer will be required to file a technical report for (a) each property material to the Filer and (b) each property that will be material to the Filer following its acquisition of Lundin (i.e. the "resulting issuer").

18. Under Section 4.2(1)(i) of NI 43-101, the Filer will be required to file a technical report in respect of each property material to the Filer at the time of filing the take-over bid circular in respect of the Offer (including any notice of variation or notice of change to the bid circular, the "Bid Circular"). Similarly, under Section 4.2(1)(c), the Filer will be required to file a technical report in respect of each property material to the Filer at the time of filing the Equinox Circular.

19. In connection with the filing of the Bid Circular, Equinox would have otherwise relied on Section 4.2(8) of NI 43-101 and filed updated certificates and consents for each qualified person who has been responsible for preparing or supervising the preparation of each portion of such technical reports, in lieu of filing an updated technical report for its Lumwana property in Zambia and its Jabal Sayid property in Saudi Arabia. Similarly, in connection with the filing of the Equinox Circular, Equinox would have otherwise filed updated qualified person certificates and consents in reliance on Section 4.2(8) of NI 43-101.

20. Under Section 94.7 of the Act and Section 2.15 of MI 62-104, an issuer is required, if a report, valuation, statement or opinion of an expert is included in or accompanies a bid circular or any notice of change or notice of variation to the circular, to file the written consent of each expert to the use of such report, valuation, statement or opinion. As a result, at the time of filing the Bid Circular, Equinox will be required to file a consent for each qualified person who has prepared or supervised the preparation of a portion of a technical report on a property material to Equinox.

21. For the technical report regarding the Filer's Lumwana property, four qualified persons prepared or supervised the preparation of such technical report, being Mr. Ross Bertinshaw, Mr. Daniel Guibal, Mr. Andrew Daley and Mr. Robert Rigo (Vice President, Project Development, the Filer). Three of the four qualified persons are external consultants, while Mr. Rigo is an employee of the Filer. It is anticipated that each of Mr. Rigo, Mr. Bertinshaw and Mr. Guibal will be in a position to provide updated certificates and consents in accordance with Section 4.2(8) of NI 43-101 (which will also satisfy the requirements of Section 94.7 of the Act and Section 2.15 of MI 62-104). However, Mr. Andrew Daley has recently retired and is accordingly no longer available to the Filer to provide updated certificates and consents in connection with the filings of the Bid Circular and the Equinox Circular.

22. Mr. Rigo will assume responsibility for the portions of such technical report authored by Mr. Daley and will certify as much in his filed updated certificate filed under Section 4.2(8) of NI 43-101.

Decision

The principal regulator is satisfied that the decision meets the test contained in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator under the Legislation is that the Technical Report Relief is granted provided that, in the Equinox Circular, the Filer:

(i) identifies the title and effective date of the existing technical reports filed by Lundin in respect of its material properties; and

(ii) states with equal prominence that it is not in possession of any scientific or technical information related to Lundin's properties other than what has been previously disclosed in Lundin's own public disclosure record.

The further decision of the principal regulator under the Legislation is that the 43-101 QP Consent Relief and the 94.7 QP Consent Relief are granted.

DATED March 11, 2011

"Margot C. Howard"
Commissioner
Ontario Securities Commission
 
"James Turner"
Vice-Chair
Ontario Securities Commission