MARIMACA COPPER CORP. ANNUAL INFORMATION FORM
MARCH 26, 2024
FOR THE YEAR ENDED DECEMBER 31, 2023
TABLE OF CONTENTS
4. DESCRIPTION OF THE BUSINESS ................................................................................... 11
Overview ............................................................................................................................. 11
Risk Factors ........................................................................................................................ 12
5. MINERAL PROPERTIES .................................................................................................... 22
MARIMACA OXIDE DEPOSIT (MOD) ................................................................................ 22
Property Description, Location and Access ......................................................................... 22
Properties Comprised in the Marimaca Project ................................................................... 23
History ................................................................................................................................ 27
Geological Setting, Mineralization and Deposit Types ........................................................ 27
Exploration Status ............................................................................................................... 30
Drilling, Sample Preparation, Analyses, QA/QC, Security and Specific Gravity ................... 31
Mineral Processing and Metallurgical Testing ..................................................................... 33
Mineral Resources Estimate ............................................................................................... 34
Ongoing Definite Feasibility Study ...................................................................................... 36
Local Resources and Infrastructure .................................................................................... 37
Surface Rights .................................................................................................................... 37
Environmental Permitting .................................................................................................... 38
SIERRA DE MEDINA .......................................................................................................... 38
Property Description, Location and Access ......................................................................... 38
Geological Setting, Mineralization and Deposit Types ........................................................ 39
6. DIVIDENDS ........................................................................................................................ 42
7. DESCRIPTION OF CAPITAL STRUCTURE ....................................................................... 42
8. MARKET FOR SECURITIES .............................................................................................. 42
Trading Price and Volume .................................................................................................. 42
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9. DIRECTORS AND OFFICERS ........................................................................................... 43
Name, Occupation and Security Holdings ........................................................................... 43
Corporate Cease Trade Orders or Bankruptcies ................................................................. 45
Individual Bankruptcies ....................................................................................................... 45
Conflicts of Interest ............................................................................................................. 46
10. LEGAL PROCEEDINGS AND REGULATORY ACTIONS ................................................... 46
Legal Proceedings .............................................................................................................. 46
Regulatory Actions .............................................................................................................. 46
11. INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS .............. 46
12. TRANSFER AGENTS AND REGISTRARS ......................................................................... 47
13. MATERIAL CONTRACTS ................................................................................................... 47
14. INTERESTS OF EXPERTS ................................................................................................ 47
Names and Interests of Experts .......................................................................................... 47
15. INFORMATION ON AUDIT COMMITTEE ........................................................................... 47
Audit Committee Charter .................................................................................................... 47
Composition of the Audit Committee and Independence ..................................................... 47
Relevant Education and Experience ................................................................................... 48
Pre-Approval Policies and Procedures ................................................................................ 48
Audit Fees .......................................................................................................................... 49
16. ADDITIONAL INFORMATION ............................................................................................. 49
SCHEDULE "A": AUDIT COMMITTEE AND MANDATE ............................................................ 50
1. Purpose ..................................................................................................................... 50
2. Composition, Procedures and Organization .............................................................. 50
3. Meetings ................................................................................................................... 51
4. Duties and Responsibilities ....................................................................................... 51
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TECHNICAL GLOSSARY
The terms and abbreviations set forth below have the following meanings in this AIF or in documents incorporated by reference in this AIF.
"Cu" means copper.
"CuCN" means copper(I) cyanide.
"CuS" means acid soluble copper.
"CuT" means total copper content.
"deposit" means a mineralized body which has been physically delineated by sufficient drilling, trenching and/or underground work and found to contain a sufficient average grade of metal or metals to warrant further exploration and/or development expenditures, such a deposit does not qualify as a commercially mineable ore body or as containing mineral reserves, until final legal, technical and economic factors have been resolved.
"DIA" means Declaración de Impacto Ambiental or "Environmental Impact Statement".
"feasibility study" means a comprehensive technical and economic study of the selected development option for a mineral project that includes appropriately detailed assessments of applicable modifying factors in conjunction with any other relevant operational factors and detailed financial analysis that are necessary to demonstrate, at the time of reporting, that extraction is reasonably justified (economically mineable).
"ha" means a hectare (an area contained by a square of 100 meters).
"indicated mineral resource" means that part of a mineral resource for which quantity, grade or quality, densities, shape and physical characteristics are estimated with a level of confidence sufficient to allow the appropriate application of modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. The geological evidence is based on adequately detailed and reliable exploration, sampling and testing and is sufficient to assume geological and grade or quality continuity between points of observation.
"inferred mineral resource" means that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. The geological evidence is sufficient to imply but not verify geological and grade or quality continuity.
"km" means one kilometer.
"lb" means one pound.
"LOM" means life of mine.
"measured mineral resource" means that part of a mineral resource for which quantity, grade or quality, densities, shape, physical characteristics are estimated with sufficient confidence to allow the appropriate application of modifying factors, to support detailed mine planning and final evaluation of the economic viability of the deposit. Geological evidence is derived from detailed and reliable exploration, sampling and testing and is sufficient to confirm geological and grade or quality continuity between points of observation.
"m" means one meter.
"mineral deposit" means an identified in-situ mineral occurrence from which valuable or useful minerals may be recovered.
"mineralization" means the concentration of metals and their chemical compounds within a body of rock.
"Mineral Reserve" or "mineral reserve" means the economically mineable part of a measured and/or indicated mineral resource demonstrated by at least a preliminary feasibility study. This study must include adequate information on mining, processing, metallurgy, economics and other relevant factors that demonstrate that, at the time of reporting, extraction can reasonably be justified. A mineral reserve includes diluting materials and allowances for losses that may occur when the material is mined or extracted.
"Mineral Resource" or "mineral resource" means a concentration or occurrence of solid material of economic interest in or on the earth's crust in such form and quantity and of such grade or quality that there are reasonable prospects for eventual economic extraction. The location, quantity, grade, geological characteristics and continuity of a mineral resource are known, estimated or interpreted from specific geological evidence and knowledge, including sampling.
"modifying factors" are considerations used to convert mineral resources to mineral reserves, including but not restricted to, mining, processing, metallurgical, infrastructure, economic, marketing, legal, environmental, social and governmental factors.
"Mt" means millions of tons.
"MW" means one megawatt.
"National Instrument 43-101" or "NI 43-101" means National Instrument 43-101 - Standards of Disclosure for Mineral Projects.
"ore" means a metal or mineral or a combination of these of sufficient value in terms of quality and quantity to enable it to be mined at a profit.
"QA/QC" means quality assurance and quality control.
"Qualified Person" means a "qualified person" within the meaning of National Instrument 43-101.
"RC" means reverse circulation percussion drilling in which the drill hole is advanced by the hammer action of the drill bit and where the circulation of compressed air used to bring the samples to the surface is reversed to normal to reduce sample contamination.
"RCA" means Resolución de Calificación Ambiental, or "Environmental Qualification Resolution", a Chilean environmental permit.
"strike" means the direction or trend of a geologic structure.
"ton" or "t" means 1,000 kilograms.
1.
PRELIMINARY NOTES
Reference Notes
Unless otherwise stated or unless the context requires otherwise, all information in this annual information form ("AIF") is as of December 31st, 2023.
All sums of money referred to in this AIF are expressed in lawful money of the United States of America, unless otherwise specified. References to Canadian dollars are referred to as "C$".
Forward-Looking Statements
Certain information provided in this AIF may constitute "forward-looking information" within the meaning of the applicable Canadian securities legislation. Forward-looking information in this AIF includes but is not limited to information with respect to:
• the Company's expected production from, and the further potential of, the Company's properties,
• the future price of minerals, particularly gold and copper,
• estimations of mineral reserves and mineral resources,
• conclusions of economic evaluation,
• the realization of mineral reserve estimates,
• the Company's ability to move the Marimaca Project (as defined below) towards production and the timing and amount of estimated future production,
• costs of production,
• capital expenditures,
• success of exploration activities,
• mining or processing issues,
• currency exchange rates,
• government regulation of mining operations,
• the Company's ability to attract and retain experienced workforce,
• environmental risks and
• expectations regarding carbon emissions.
Often, but not always, forward-looking information can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "believes" or variations (including negative variations) of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved.
Forward-looking information is based on the management's expectations and reasonable assumptions at the time such statements are made. Estimates regarding the anticipated timing, amount and cost of exploration and development activities are based on assumptions underlying mineral reserve and mineral resource estimates and the realization of such estimates are set forth herein. Capital and operating cost estimates are based on extensive research of the Company, purchase orders placed by the Company to date, recent estimates of construction and mining costs and other factors described herein. Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company and/or its subsidiaries to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
Such factors include:
• uncertainties of mineral resource estimates,
• risks and uncertainties inherent of and relating to estimates of future production and operations, cash and all‐in sustaining costs,
• the nature of mineral exploration and mining,
• variations in ore grade and recovery rates,
• cost of operations,
• fluctuations in the sale prices of products,
• foreign currency fluctuations,
• volatility of mineral prices (including copper prices),
• exploration and development risks,
• liquidity concerns and future financing,
• risks associated with operations in foreign jurisdictions,
• potential revocation or change in permit requirements and project approvals,
• mining operations including but not limited to environmental hazards, industrial accidents, ground control problems and flooding,
• geology including, but not limited to, unusual or unexpected geological formations and events (including but not limited to rockslides and falls of ground), estimation and modelling of grade, tons, metallurgy continuity of mineral deposits, dilution and mineral resources and mineral reserves as well as actual ore mined or metal recoveries varying from such estimates,
• mine life and life‐of‐mine plans and estimates,
• the possibility that future exploration, development or mining results will not be consistent with expectations,
• the potential for and effects of labor actions, disputes or shortages, community or other civil protests or demonstrations or other unanticipated difficulties with or interruptions to operations,
• potential for unexpected costs and expenses including, without limitation, for mine closure and recovery at current and historical operations,
• uncertain political and economic environments,
• changes in laws or policies, foreign taxation, delays or the inability to obtain and maintain necessary governmental approvals and permits,
• regulatory investigations, enforcement, sanctions or related or other litigations,
• competition,
• no guarantee of rights to explore and operate,
• environmental liabilities and regulatory requirements,
• dependence on key individuals,
• conflicts of interests,
• the Company's ability to obtain appropriate insurance on reasonable terms or at all,
• fluctuations in the market value of the Company's shares,
• rising production costs,
• availability of equipment material and skilled technical workers,
• volatile current global financial conditions,
• the potential impact of the COVID-19 pandemic ("COVID-19") on the Company and/or its operations and the mining industry and currency fluctuations and
• other risks pertaining to the mining industry, as well as those factors discussed in the section entitled "Risk Factors" in this AIF.
Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking information in this AIF is made as of the date of this AIF and the Company does not undertake to update any such forward-looking information, except in accordance with applicable securities laws. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers are cautioned not to place undue reliance on forward-looking information.
The forward-looking information contained in this AIF is presented for the purpose of assisting persons in understanding the financial position, strategic priorities and objectives of the Company for the periods referenced and such information may not be appropriate for other purposes.
2.
CORPORATE STRUCTURE OF THE COMPANY
Name, Address and Incorporation
The Company was incorporated under the Business Corporations Act (British Columbia) on September 22nd, 2004, under the name Coro Mining Corp. On May 26th, 2020, the Company changed its name to Marimaca Copper Corp. to align with its flagship development project in Chile and undertook a 25:1 share consolidation as part of a capital reorganization. The Company's registered and records office is located at 2400-745 Thurlow Street, Vancouver, British Columbia, and its head office is located at 66 Wellington Street West, Suite 5300, Toronto, Ontario, M5K 1E6.
The Company's share capital consists of an unlimited number of common shares without par value. The Company's common shares are listed for trading on the Toronto Stock Exchange (the "TSX") under the symbol "MARI". Effective as of December 22nd, 2022, the Company's common shares began trading on the OTCQX® Best Market in the United States under the symbol "MARIF", upgrading from the Pink® market.
Intercorporate Relationships
References in this AIF to the business of the Company include the business conducted by its wholly owned subsidiaries.
As of the date of this AIF, the Company has a direct or indirect interest in the following entities. All the entities below are 100% beneficially owned by the Company, with the exception of Rising Star Copper Ltd. ("RSC") and its subsidiaries. RSC and its subsidiaries are 75% owned by Greenstone Resources II, L.P. (together with Greenstone Resources L.P. and Greenstone Co- Investment No. 1 (Coro) L.P, "Greenstone" or the "Greenstone Entities") and for 25% by the Company. See "Development of the Business - Three Year History - 2021".
GENERAL DEVELOPMENT OF THE BUSINESS
3.
The Company is principally a Canadian-based copper company. Through its subsidiaries, the Company is involved in the exploration and development of new copper sources located in Chile. The Company is currently developing the Marimaca Oxide Deposit (the "Marimaca Project" or "MOD") in the Antofagasta Region of Chile, for which the Company published the Technical Report (as defined under the heading "Mineral Properties") on May 18th, 2023. The Technical Report contains an updated mineral resource estimate for the Marimaca Project (the "2023 MRE").
The Technical Report and the 2023 MRE supersede the previously completed preliminary economic assessment and resource estimate of the Marimaca Project. The Marimaca Project continues to have the potential to be a low capital cost, high margin copper development in a tier- one mining jurisdiction. The Company is focusing on continuing to move the MOD towards production while assessing the exploration potential near Marimaca and beyond, including the Sierra de Medina Project.
Three-Year History
2021
On February 2nd, 2021, the Company announced the results of an induced polarization study at the MOD. The study identified a large chargeability anomaly below the MOD which was designated as a key target for follow-up drilling to target deeper sulfide mineralization below the MOD. In addition, the survey results provided additional information on structural controls of mineralization and continued to add to the geological understanding of the MOD.
On March 1st, 2021, the Company completed a non-brokered private placement pursuant to which it
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Marimaca Copper Corp. published this content on 28 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 March 2024 12:47:25 UTC.
