Executive Summary: Key Legal and Evidentiary Issues

• Dispute over whether Newmont’s actions under a Strategic Alliance Agreement constituted oppressive conduct under the Companies Act.

• Allegations of breach of the duty of good faith contractual performance in relation to royalty obligations.

• Determination of whether Newmont attempted to evade contractual duties and undermine the core contractual bargain.

• Issues regarding the adequacy and timing of document production by both parties ahead of scheduled discoveries.

• Consideration of prejudice to each party in deciding whether to adjourn scheduled examinations for discovery.

• Court’s discretion to vary or uphold a consent order governing the discovery process and related procedural matters.

Facts of the case

International Royalty Corporation (IRC) is an investor in mineral royalties, while the defendants—Newmont Canada Corporation, Newmont Corporation, and Newmont Canada FN Holdings ULC (collectively, Newmont)—are involved in gold mining. The dispute centers on a Royalty Agreement granting IRC the right to a percentage of revenue from gold production at the Holt Mine in Ontario, even after Newmont no longer owned the mine. Newmont originally acquired the Holt Mine from Barrick Gold Corporation in 2004, granting Barrick a royalty as part of the consideration. Barrick later sold the royalty to IRC in 2008. Newmont sold the mine to St. Andrew Goldfields Ltd. in 2006 but failed to properly transfer the royalty payment obligation. Despite this, Newmont continued to pay the royalty to IRC, totaling US $117 million, while the mine was operated by St. Andrew and its successor, Kirkland Lake, until 2020.

In 2020, the mine ceased operations due to the COVID-19 pandemic. Subsequently, Newmont entered into a Strategic Alliance Agreement with Kirkland Lake, paying $75 million for an option to acquire mineral rights at the Holt Mine. This option could only be exercised if Kirkland Lake decided to restart operations in a manner that would trigger further payment obligations under the Royalty Agreement and did not agree to assume Newmont’s obligations.

IRC alleges that by entering into the Strategic Alliance Agreement, Newmont engaged in oppressive conduct under the Companies Act and breached its duty of good faith contractual performance. Specifically, IRC claims Newmont sought to evade its contractual duties, defeat IRC’s rights under the agreement, and undermine the core contractual bargain.

Procedural history and issues

The litigation involved several case management meetings and procedural orders regarding the scheduling of discovery examinations. A consent order was issued, scheduling the examinations of several Newmont witnesses in December 2025 in Denver, Colorado. Disputes arose over document production, with Newmont seeking to adjourn the scheduled discoveries, citing incomplete document production by both parties and the need to review newly produced documents.

IRC opposed the adjournment, arguing that Newmont had not demonstrated sufficient prejudice to justify a delay and that any delay would unfairly benefit Newmont and increase costs for IRC. The court was tasked with determining whether to exercise its discretion to vary the consent order and postpone the discoveries.

Outcome of the case

Justice Chipman of the Supreme Court of Nova Scotia dismissed Newmont’s motion to adjourn the scheduled discoveries. The court found that the balance of prejudice favored maintaining the existing schedule and that the production issues raised by Newmont did not warrant rescheduling the examinations. The court ordered Newmont to make best efforts to complete its document production by a specified date and awarded costs of $2,000.00 to IRC as the successful party on the motion. No damages or other monetary awards were determined at this procedural stage, as the decision focused solely on the discovery process and not the substantive merits of the underlying claims.