processing resource products in Canada, making capital expenditures or investing in research and development in Canada, making community and charitable contributions, and transferring to or maintaining technology or intellectual property rights in Canada. For reviews involving the acquisition of a cultural business, the Minister of Canadian Identity and Culture may also require the investor to commit to promoting, distributing and marketing Canadian content and cultural products, ensuring that Canadians continue to participate in the cultural business, and contributing to cultural initiatives in Canadian communities. ICA guidelines for NBRs of investments by SOEs (SOE Guidelines) state that such NBR reviews will also focus on whether the investor adheres to Canadian standards of corporate governance (such as commitments to transparency and disclosure, and independence of board and audit committee members) and whether the Canadian business will continue to operate on a commercial basis (for example, with respect to where the Canadian business will process and export its products). Additional ICA guidelines recognize that NBR undertakings are based to some extent on projected circumstances, and state that, where inability to fulfill an undertaking is clearly the result of factors beyond the control of the investor, the investor will not be held accountable. That said, where there is an issue regarding compliance with an undertaking, the ICA allows the Minister to accept a new or “replacement” undertaking. In one case, the Canadian government sued an investor in court for alleged non-compliance with ICA undertakings given in an NBR. The matter was eventually settled, with the investor providing new enhanced undertakings relating to employment and production levels at the acquired Canadian business. NBR Timing For NBRs, within 45 days of receipt of a completed NBR application, the Minister must either indicate whether he or she is satisfied that the investment is likely to be of net benefit to Canada or extend the review period for a further 30 days (with potential further extensions of the review period with the consent of the investor). In practice, average review times for NBRs have ranged from about 70 to 100 days, with some high-profile transactions taking much longer. That said, the Teck Resources/Anglo American merger received NBR clearance within about three months of announcement in September 2025, notwithstanding that it involved an acquisition of a major Canadian company in the critical minerals sector. If the Minister has advised the investor that he or she is not satisfied that the investment is likely to be of net benefit to Canada, the investor has an additional 30 days (or any longer period that may be negotiated) to make further representations and submit additional undertakings. Generally, the ICA prohibits the implementation of an investment subject to an NBR until the completion of the Minister’s review. While rarely invoked, the ICA allows closing before completion of an NBR if the Minister is satisfied that the delay in implementing the acquisition would result in undue hardship to the non-Canadian investor or would jeopardize the operations of the Canadian business that is the subject of the investment. Nevertheless, even if closing before completion of the NBR is permitted, subsequent divestiture could be required if the Minister is not ultimately satisfied that the transaction is likely to be of net benefit to Canada.
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