No JORCing matter: Digging into the mining reporting regime updates

The speculative nature of mining exploration and development comes with the consequence that listed entities active in this space are subjected to an enhanced level of scrutiny and regulation, largely as a result of the tripartite operation of the JORC Code, the ASX Listing Rules, and the Corporations Act.

In Part 5 of HopgoodGanim Lawyers’ Mining Project Lifecycle Series, we provide an overview of the specialised reporting obligations of mining entities, with a particular focus on the proposed updates to the JORC Code and what they mean from a compliance perspective.

Compliance under the ASX Listing Rules

All ASX listed mining entities would be aware that as well as being required to comply with the ASX Listing Rules that every listed entity has to adhere to, Chapter 5 of the ASX Listing Rules places additional compliance and reporting requirements on mining and oil and gas production and exploration activities.

Importantly, ASX Listing Rule 5.6 incorporates the requirement of an applicable entity’s public reporting on its projects to comply with the Australasian Joint Ore Reserves Committee’s (JORC) Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (more commonly known as the JORC Code), if the report includes a statement relating to exploration targets, exploration results, mineral resources or ore reserves, and production targets. These requirements are extensive and are set out throughout Chapter 5 of the ASX Listing Rules. Both the current iteration of the JORC Code and the forthcoming new edition of the JORC Code (discussed further below) provide a broad definition of what constitutes a “public report” attracting the general application of the JORC Code to include, for example, company reports, press releases, technical papers, and information memoranda. The purpose of such public reports is to inform potential investors of exploration targets, exploration results, mineral resources and ore reserves, as well as the outcome of technical studies.

Separate to the JORC Code, the ASX clarifies that the obligation imposed by Listing Rule 5.6 is not confined to reports issued under Chapter 5 of the Listing Rules but “…also applies to all public reports, including prospectuses, product disclosure statements, information memoranda, bidder’s and target statements, annual reports, financial statements, technical papers, presentations, website content and information given to ASX for release to the market under other chapters of these rules.”¹

The expansion of what constitutes a “public report” to include takeover documents and investor presentations can create some interesting complexities for ASX-listed entities to navigate when acquiring assets or companies with previously unreported resources.

Forward-looking statements

While compliance with the JORC Code is an explicit requirement of the ASX Listing Rules, there is an indirect link between the JORC Code and the Corporations Act, and arguably by extension, oversight from ASIC.

Under the Corporations Act 2001 (Cth) (Corporations Act) and the Australian Securities and Investments Commission Act 2001 (Cth) (ASIC Act), any “forward looking statements” must be based on reasonable grounds as at the date the statement is made to avoid the risk of being misleading.² ASIC has had longstanding guidance available that outlines the nexus between these legal requirements, industry codes (including the JORC Code), the ASX Listing Rules, and ASIC guidance³ in ASIC Information Sheet 214 (Mining and resources – Forward-Looking Statements), which summarises the interaction between the industry standard set by the JORC Code and the legislative requirements contained in the Corporations Act and ASIC Act (and enforced by ASIC) as follows:

The obligation to have reasonable grounds for forward-looking statements is a legal requirement separate to any industry code. However, because forward-looking statements – such as production targets, and forecast financial information or income-based cash flow valuations based on production targets – relate to exploration targets, exploration results, mineral resources or ore reserves, you must take into account the relevant professional and industry standards in assessing whether reasonable grounds exist.”

Conformity with the JORC Code when outlining exploration targets, exploration results, mineral resources or ore reserves, and production targets, as part of public reporting will usually be an important factor in ASIC’s assessment of an entity’s compliance with the Corporations Act or ASIC Act in regard to forward-looking statements, for example as part of ASIC’s role in reviewing disclosure documents. ASX provides similar commentary in ASX Guidance Note 31, emphasising that as production targets (and related forecast financial information) are forward-looking statements, “…an appropriate level of due diligence needs to be applied…the underlying figures and assumptions should be carefully vetted and signed off at a suitably senior level before the production target is released.”⁴

This matrix of industry code and statutory provisions is one of the many reasons why the forthcoming updates to the JORC Code are important, and why these updates should be carefully monitored by mining entities as they are finalised (and become eventually enforceable) in the near future. We summarise the proposed changes (as they currently stand) below.

JORC Code update: What’s changing?

Over the course of a three-month consultation period in 2024, JORC received over 8,200 comments in relation to the draft of the next edition of the JORC Code⁵ –nearly 14 years in the making - exemplifying the importance and level of anticipation associated with the forthcoming updates to the JORC Code to industry participants. The JORC anticipates that release for an updated JORC Code is expected to be by the end of 2025.⁶

JORC has identified six key areas in which its proposed changes are made,⁷ each of which have been summarised below.

What’s next?

The draft changes to the JORC Code were open for public consultation until 31 October 2024, and while an updated JORC Code has not yet been released, we understand the target release for the end of 2025 remains (subject to a final approvals process with the ASX, ASIC and ultimately the Finance Minister).

It is currently expected that there will be a one year transition period before mandatory reporting will commence under the new Code.

Entities which are expecting to be required to comply with the updated JORC Code should continue to monitor for further updates (including the potential for further changes) in the near future so that they are prepared for when the new JORC Code comes into effect.

¹ See notes to ASX Listing Rules 5.6 and 5.25.
² See sections 670A(2), 728(2), 769C of the Corporations Act, and section 12BB(1) of the ASIC Act.
³ See ASIC regulatory guides RG 111 (Content of expert reports), RG 112 (Independence of experts), RG 170 (Prospective financial information), and RG 228 (Prospectuses: Effective disclosure for retail investors).
⁴ ASX Guidance Note 31 (Reporting on Mining Activities), section 8.
⁵ Australasian Joint Ore Reserves Committee, JORC Update – March 2025, available at https://www.jorc.org/code-upda....
⁶ Ibid.
⁷ Australasian Joint Ore Reserves Committee, JORC Update – November 2024, “Draft JORC Code – Summary of Proposed Changes”, available at https://www.jorc.org/code-upda....