AI assistant
AbraSilver Resource Corp. — Annual Report 2021
Jan 13, 2023
42598_rns_2023-01-13_d54d0e4e-04ad-4c34-9ca6-699f7cd8e9b2.pdf
Annual Report
Open in viewerOpens in your device viewer
==> picture [242 x 118] intentionally omitted <==
ABRASILVER RESOURCE CORP.
ANNUAL INFORMATION FORM
FOR THE YEAR ENDED DECEMBER 31, 2021
DATED: JANUARY 13, 2023
Corporate Office:
220 Bay Street, Suite 550 Toronto, Ontario M5J 2W4
NOTICE TO READER:
AbraSilver Resource Corp. is re-filing its annual information form for the year ended December 31, 2021 to: (i) incorporate its technical report dated November 28, 2022 with respect to the Diablillos Project (as defined herein); (ii) remove references to certain non-IFRS measures, including all-in sustaining costs; (iii) include Minera Cerro Bayo S.A. in the section entitled “ Corporate Structure – Intercorporate Relationships ”, which was previously omitted pursuant to Section 3.2 of Form 51-102F1 – Annual Information Form ; (iv) add reference to the Company’s material contracts (as defined in NI 51-102 (as defined herein)); and (v) add additional risk factors relating to the Company’s operations in Argentina.
TABLE OF CONTENTS
Preliminary Notes .........................................................................................................................................1 Corporate Structure.......................................................................................................................................3 General Development of the Business..........................................................................................................5 Description of the Business ..........................................................................................................................9 Material Mineral Properties ........................................................................................................................13 Risk Factors ................................................................................................................................................16 Description of Capital Structure .................................................................................................................28 Market for Securities...................................................................................................................................28 Escrowed Securities....................................................................................................................................29 Directors and Officers.................................................................................................................................29 Legal Proceedings and Regulatory Actions................................................................................................31 Interest of Management and Others in Material Transactions....................................................................31 Transfer Agent and Registrar......................................................................................................................32 Material Contracts.......................................................................................................................................32 Interest of Experts.......................................................................................................................................32 Additional Information ...............................................................................................................................32
ii
ANNUAL INFORMATION FORM DATED JANUARY 13, 2023 ABRASILVER RESOURCE CORP. (“AbraSilver” or the “Company”)
PRELIMINARY NOTES
Effective Date of Information
The date of this Annual Information Form (the “ AIF ”) is January 13, 2023. Except as otherwise indicated, the information contained herein is as at December 31, 2021.
Documents Incorporated by Reference
The information provided in this AIF is supplemented by disclosure contained in the documents listed below which are incorporated by reference into this AIF. These documents must be read together with the AIF in order to provide full, true and plain disclosure of all material facts relating to the Company. The documents listed below are not contained within or attached to this document. The documents may be accessed on SEDAR at www.sedar.com under the Company’s profile.
| Document | Effective Date/ Period Ended |
Date Filed on SEDAR website |
Document Category on the SEDAR Website |
|---|---|---|---|
| Technical Report – Mineral Resource Estimate – Diablillos Project (the “Diablillos Technical Report”) |
November 28, 2022 | December 19, 2022 |
Technical Report (NI 43-101) |
| Management information circular of the Company for the meeting held on August 25, 2022 (the “Management Information Circular”) |
July 13, 2022 | July 25, 2022 | Management Information Circular |
Cautionary Statement – Forward Looking Information
This AIF contains “forward looking information” within the meaning of Canadian securities laws related to the Company and its operations, and in particular, the anticipated developments in the Company’s operations in future periods, the Company’s planned exploration activities, the adequacy of the Company’s financial resources and other events or conditions that may occur in the future. Statements concerning mineral reserve and resource estimates may also be considered to constitute forward-looking statements to the extent that they involve estimates of the mineralization that will be encountered if and when the properties are developed or further developed. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management.
These forward-looking statements include, but are not limited to: future production of silver, gold, copper and other precious metals (collectively, the “ metals ”); future cash costs per ounce or pound of the metals; the price of the metals; the effects of domestic and foreign laws, regulations and government policies and actions affecting the Company’s operations or potential future operations; future successful development of the Diablillos project, in the Salta Province (“ Salta ”) of northwestern Argentina (the “ Diablillos Project ”) and other exploration and development projects; the sufficiency of the Company’s current working capital, anticipated operating cash flow or the Company’s ability to raise necessary funds;
1
estimated production rates for the metals produced by the Company; timing of production; the estimated cost of sustaining capital; ongoing or future development plans and capital replacement, improvement or remediation programs; the estimates of expected or anticipated economic returns from the Company’s mining projects; future sales of the metals, concentrates or other future products produced by the Company; implementation of programs; effects of renegotiation and termination of contracts or sub-contracts; and the Company’s plans and expectations for its properties and operations.
Forward-looking statements or forward-looking information can be identified by the use of forward-looking terminology such as “expects”, “anticipates”, “plans”, “projects”, “estimates”, “assumes”, “intends”, “strategy”, “goals”, “objectives”, “potential” or variations thereof, or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions are not statements of historical fact and may be forward-looking information. Such forward-looking statements and forward-looking information are subject to a variety of risks and uncertainties, which could cause actual events or results to differ from those reflected in such forward-looking statements and forward-looking information, including, without limitation, risks with respect to: foreign mining operations; additional financing; volatility of the capital markets; exploration; early stage of development; attracting and retaining qualified personnel; environmental risks; burden of government regulation and permitting; local and international groups; competition risks; insurance risks; operating hazards and risks; potential conflicts of interest; political instability and hyperinflation; coronavirus (“ COVID-19 ”); Russia’s military action in Ukraine; precious metal and base metal price fluctuation; uncertainty of calculation of reserves and sources and metal recoveries; uncertainty of title to assets; environmental risks; litigation risks; volatility in the price of the common shares in the capital of the Company (the “ Common Shares ”); potential dilution of present and prospective shareholdings; currency risks; financial reporting standards; and climate change. This list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements or forward-looking information. Forward-looking information includes statements about the future and are inherently uncertain, and the Company’s actual achievements or other future events or conditions may differ materially from those reflected in the forwardlooking information due to a variety of risks, uncertainties and other factors, including, without limitation, those referred to in this AIF under the heading “ Risk Factors ”.
The Company’s statements containing forward-looking information are based on the beliefs, expectations and opinions of management on the date the statements are made, and the Company does not assume any obligation to update forward-looking information if circumstances or management’s beliefs, expectations or opinions should change, other than as required by applicable law. For the reasons set forth above, one should not place undue reliance on forward-looking information.
Classification of Mineral Reserves and Resources
In this AIF, the definitions of proven and probable mineral reserves, and measured, indicated and inferred mineral resources are those used by the Canadian provincial securities regulatory authorities and conform to the definitions utilized by the 2014 Canadian Institute of Mining, Metallurgy and Petroleum Standards for Mineral Resources and Mineral Reserves, Definitions and Guidelines, May 2014 (the “ CIM Standards ”).
This AIF has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of the U.S. securities laws. In particular, and without limiting the generality of the foregoing, the terms “inferred mineral resources,” “indicated mineral resources,” “measured mineral resources” and “mineral resources” used or referenced in this AIF are Canadian mineral disclosure terms as defined in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“ NI 43-101 ”) under the guidelines set out in the CIM Standards. The CIM Standards
2
differ significantly from the historic standards in the United States included in U.S. Securities and Exchange Commission (the “ SEC ”) Industry Guide 7.
The SEC has adopted amendments to its disclosure rules to modernize the mineral property disclosure requirements for issuers whose securities are registered with the SEC under the U.S. Securities Exchange Act of 1934, as amended. These amendments became effective February 25, 2019 (the “ SEC Modernization Rules ”) with compliance required for the first fiscal year beginning on or after January 1, 2021. Under the SEC Modernization Rules, the historical property disclosure requirements for mining registrants included in SEC Industry Guide 7 will be rescinded and replaced with disclosure requirements in subpart 1300 of SEC Regulation S-K. As an issuer that is eligible to file reports with the SEC pursuant to the multi-jurisdictional disclosure system, the Company is not required to provide disclosure on its mineral properties under the SEC Modernization Rules and will continue to provide disclosure under NI 43-101 and the CIM Standards.
As a result of the adoption of the SEC Modernization Rules, the SEC will recognize estimates of “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources.” In addition, the SEC has amended its definitions of “proven mineral reserves” and “probable mineral reserves” to be “substantially similar” to the corresponding definitions under the CIM Standards that are required under NI 43-101. Accordingly, during the period leading up to the compliance date of the SEC Modernization Rules, information regarding mineral resources or mineral reserves contained or referenced in this AIF may not be comparable to similar information made public by companies that report in accordance with U.S. standards. While the above terms are “substantially similar” to CIM Standards, there are differences in the definitions under the SEC Modernization Rules and the CIM Standards. Accordingly, there is no assurance any mineral reserves or mineral resources that the Company may report as “proven mineral reserves”, “probable mineral reserves”, “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources” under NI 43-101 would be the same had the Company prepared the reserve or resource estimates under the standards adopted under the SEC Modernization Rules.
Currency Information
All currency references in this AIF are in Canadian dollars unless otherwise indicated. The use of the symbol “US$” refers to United States dollars.
CORPORATE STRUCTURE
Name, Address and Incorporation
The Company was incorporated under the Business Corporations Act (Alberta) on August 31, 1993, under the corporate name “Schwanberg International Incorporated” (“ Schwanberg ”). On or about January 1, 2004, Schwanberg and at the time its wholly-owned subsidiaries, Lanex Resources Inc., Macroplus Energy Inc. and 650256 Alberta Ltd., amalgamated into a new entity, Schwanberg International Incorporated. Concurrently with the amalgamation, Schwanberg filed articles of amendment to change its name to “Mystique Energy Inc.” (“ Mystique ”). On or about May 18, 2011, Mystique filed further articles of amendment changing its corporate name to “Bella Resources Inc.” (“ Bella ”). The Company changed its name again on or about August 29, 2013, evidenced by a certificate of amendment from Bella to “Angel Bioventures Inc.” (“ Angel Bio ”). Pursuant to a reverse takeover transaction with Huayra Minerals Corp., Angel Bio continued to the jurisdiction of British Columbia under the Business Corporations Act (British Columbia) (the “ BCBCA ”) effective February 27, 2017, and subsequently changed its name to “AbraPlata Resource Corp.” (“ AbraPlata ”), by way of a certificate of amendment dated March 23, 2017. Finally, on
3
or about March 4, 2021, AbraPlata changed its name by way of a certificate of change of name to “AbraSilver Resource Corp.”.
The registered principal office of AbraSilver is located at 220 Bay Street, Suite 550, Toronto, Ontario, M5J 2W4.
Intercorporate Relationships
The Company carries on a significant portion of its business through a number of direct and indirect subsidiaries, as follows:
==> picture [410 x 121] intentionally omitted <==
==> picture [410 x 120] intentionally omitted <==
==> picture [410 x 121] intentionally omitted <==
==> picture [410 x 121] intentionally omitted <==
4
GENERAL DEVELOPMENT OF THE BUSINESS
Three-Year History and Recent Developments
2019
On March 1, 2019, the Company announced that, alongside Aethon Minerals Corp. (“ Aethon ”), it entered into a binding letter agreement, whereby Aethon had the exclusive right for a period of approximately five (5) months to (i) perform technical due diligence on the Diablillos Project in Argentina, and (ii) negotiate with AbraSilver the terms of an option or other transaction whereby Aethon could acquire a 50% or greater interest in the Diablillos Project.
On March 29, 2019, the Company announced that it would conduct a non-brokered private placement of up to 15,000,000 units at a price of $0.05 per unit to raise up to aggregate gross proceeds of $750,000 (the “ March 2019 Private Placement ”). Each unit consisted of one Common Share and one Common Share purchase warrant, each such warrant having an exercise price of $0.10 per Common Share for a period of five years from the applicable closing date. On April 8, 2019, the Company announced it had closed its first tranche of the March 2019 Private Placement having issued 10,384,000 units for gross proceeds of $519,200. On April 18, 2019, the Company announced it had closed its final tranche of the March 2019 Private Placement for total proceeds of $750,000 for 4,616,000 units issued.
On July 29, 2019, the Company announced the entering into a non-binding letter (the “ LOI ”), contemplating the arm’s length acquisition by AbraSilver of all of the outstanding common shares of Aethon. Pursuant to the terms of the LOI, all of the issued and outstanding common shares of Aethon (the “ Aethon Shares ”) would be exchanged on the basis of 3.75 AbraSilver Common Shares for each Aethon Share. The exchange ratio implied a consideration of $0.248 per Aethon Share, based on the 10-day volume weighted average price of AbraSilver Common Shares on the TSX Venture Exchange (the “ TSXV ”) as of July 26, 2019 (the “ Transaction ”). Upon closing of the Transaction, the combined company would continue under the name AbraSilver and be led by Aethon’s then management team, with Mr. John Miniotis being appointed as President and Chief Executive Officer.
On September 12, 2019, the Company announced that it and Aethon entered into a definitive combination agreement dated September 11, 2019, pursuant to which AbraSilver would acquire all of the outstanding Aethon Shares further to the LOI.
On October 15, 2019, the Company announced that it would conduct a non-brokered private placement units at a price of $0.06 per unit (the “ October 2019 Private Placement ”). Each unit consisted of one Common Share and one Common Share purchase warrant, each such warrant having an exercise price of $0.10 per Common Share for a period of two years from the applicable closing date. Pursuant to the October 2019 Private Placement, the Company raised approximately $1,500,000 through the issuance of 25,000,000 units. On October 31, 2019, the Company announced the closing of the October 2019 Private Placement.
On November 25, 2019, the Company announced that it had commenced drilling at the Diablillos Project, located in Salta, Argentina. A diamond drill program of up to 3,000 metres (approximately 7 or 8 holes) commenced on the Oculto deposit on November 23, 2019.
On December 16, 2019, the Company announced that it had received a final order from the Ontario Superior Court of Justice (Commercial List), approving the previously announced Transaction between Aethon and AbraSilver. Receipt of the final order followed Aethon’s special meeting of shareholders where the
5
arrangement was approved by 99.35% of its shareholders. Finally, on December 19, 2019, the Company announced it had completed the Transaction with Aethon.
2020
On March 2, 2020, the Company announced it had entered into an option agreement (the “ Option Agreement ”) through its wholly-owned subsidiary, AbraPlata Argentina SA, to acquire a 100% interest in the La Coipita project (“ La Coipita Project ”) located in San Juan province, Argentina. This Option Agreement gave AbraSilver the opportunity to add an attractive underexplored, district-scale property to its exploration pipeline.
On April 27, 2020, the Company announced its non-brokered private placement through the issuance of up to 25,000,000 units at a price of $0.08 per unit, for aggregate proceeds of up to $2,000,000 (the “ April 2020 Private Placement ”). Each unit consisted of one Common Share and one Common Share purchase warrant, each such warrant having an exercise price of $0.15 per Common Share for a period of three years from the applicable closing date. On May 14, 2020, the Company closed the April 2020 Private Placement. In connection with the April 2020 Private Placement, the Company paid an aggregate finders’ fees of $56,940 to Haywood Securities Inc. and Canaccord Genuity Corp.
On May 29, 2020, the Company announced its plans to recommence drilling at the Diablillos Project. A drilling contractor mobilized to the site, with diamond drilling commencing on or about June 5, 2020. On June 2, 2020, the Company confirmed that it had commenced drilling at the Diablillos Project.
On June 23, 2020, the Company announced an additional non-brokered private placement to raise up to $4,000,000 through the issuance of up to 34,782,609 units at a price of $0.115 per unit (the “ June 2020 Private Placement ”). Each unit consisted of one Common Share and one Common Share purchase warrant, each such warrant having an exercise price of $0.17 per Common Share for a period of two years from the applicable closing date. On July 9, 2020, the Company closed its June 2020 Private Placement, raising a total of $5,000,000 and issuing 43,478,261 units. Mr. Eric Sprott, through 2176423 Ontario Ltd. (“ 217Co. ”), a corporation beneficially owned by him, acquired 26,000,000 units.
On July 20, 2020, the Company announced a significant increase to its ongoing 2020 exploration program at the Diablillo’s Project with an additional 5,000 metres of diamond drilling planned. The expanded exploration program increased the planned drilling for the 2019-2020 program to a total of approximately 8,000 metres and approximately 17 diamond drill holes (“ DDH ”).
On August 6, 2020, the Company announced a third non-brokered private placement led once again by Mr. Eric Sprott. The non-brokered private placement would be for aggregate proceeds of $15,000,120 through the issuance of up to 55,556,000 units, priced at $0.27 per unit (the “ August 2020 Private Placement ”). Each unit consisted of one Common Share and one Common Share purchase warrant, each such warrant having an exercise price of $0.40 per Common Share for a period of two years from the applicable closing date. On August 7, 2020, the Company announced it would increase the size of its August 2020 Private Placement to $18,000,000. The August 2020 Private Placement closed on September 1, 2020, whereby a total of $18,000,000 was raised and 66,666,666 units were issued. Mr. Sprott through 217Co. acquired 36,481,500 units.
On August 12, 2020, the Company announced the commencement of a drilling program at the Diablillos Project. This phase of the diamond drilling program was originally expected to consist of 10 holes, totaling approximately 5,000 metres.
6
On October 13, 2020, the Company added a second drill rig at the Diablillos Project and further expanded its 2019-2020 drill program to 13,000 metres in response to successful drilling results to date.
On November 23, 2020, the Company announced it had made a payment to SSR Mining Inc. (“ SSRM ”), in the amount of US$5,000,000 in connection with the acquisition by AbraSilver of 100% of the Diablillos Project. A final payment of US$7,000,000 is to be paid to by AbraSilver to SSRM, by the earlier of: (a) July 31, 2025; and (b) the date on which commercial production occurs in respect of all or any part of the Diablillos project concessions.
On November 30, 2020, the Company announced the appointment of Mr. Nicholas Teasdale as an independent member of the board of the directors (the “ Board ”) of the Company. Mr. Teasdale is a geologist with over 30 years of experience in mining, exploration, management of technical services at world-class mines throughout South America and Canada.
2021
On March 4, 2021, the Company announced its name change from “AbraPlata Resource Corp.” to “AbraSilver Resource Corp.”.
On April 1, 2021, the Company announced plans for a Phase II drill program to follow-up on high-priority exploration targets identified from recent drilling. The Phase II drill program was originally expected to consist of approximately 10,000 metres of diamond drilling designed to expand the existing mineral resources and will commence immediately following the conclusion of the Company’s Phase I, 13,000 metre drilling program. The Phase II drill program had 3 main targets: 1) Oculto Northeast extension, 2) Landeras Zone, and 3) the Northern Arc.
On July 21, 2021, the Company announced it had commenced trading on the OTCQX Best Market (“ OTCQX ”) in the United States under the symbol ABBRF.
On August 9, 2021, the Company announced it had commenced Phase II drill program and all three initial holes reported broad gold intercepts demonstrating extension of substantial mineralization for hundreds of metres beyond the Whittle Pit boundary.
On August 17, 2021, the Company announced it had executed the Option Agreement to acquire additional prospective claims near its La Coipita Project.
On September 15, 2021, the Company announced an updated, pit constrained, mineral resource estimate for the Oculto deposit on the Company’s Diablillos Project. This estimate would form the basis of an updated preliminary economic assessment, expected to be announced in the fourth quarter of 2021 (the “ 2021 PEA ”).
On September 21, 2021, the Company announced that Rio Tinto Mining and Exploration Limited (“ Rio Tinto ”) had commenced drilling at the Company’s Arcas copper-gold project (“ Arcas Project ”) located in Chile. The Company’s wholly-owned Arcas Project is subject to an earn-in with an option to joint venture agreement, whereby Rio Tinto may acquire up to a 75% stake in Arcas by incurring up to US$25,000,000 in exploration expenditures. The initial exploration program is expected to consist of approximately 2,000 metres of reverse circulation drilling in five holes.
On October 18, 2021, the Company announced the appointment of Mr. Stephen Gatley to the Board as an independent director.
7
On October 28, 2021, the Company announced that it would expand its ongoing Phase II drill program to approximately 20,000 metres of diamond drilling with two drill rigs, designed to further expand the existing mineral resources.
On October 29, 2021, the Company announced the filing of its NI 43-101 Technical Report for the Diablillos Project (the “ 2021 Technical Report ”).
On November 29, 2021, the Company announced the results of the 2021 PEA for the Diablillos Project. The 2021 PEA is based on the mineral resource estimate reported in the 2021 Technical Report.
Recent Developments
On January 13, 2022, the Company announced the filing of its NI 43-101 Preliminary Economic Assessment Technical Report for the Diablillos Project dated January 13, 2022.
On January 24, 2022, the Company announced the commencement of its maiden drill campaign at the La Coipita Project. The initial drilling program was originally expected to consist of approximately 3,000 meters of HQ diamond core drilling.
On June 8, 2022, the Company announced it had completed a comprehensive Environmental Baseline Study (the “ Study ”) at the Diablillos Project. The Study was completed on behalf of the Company by EC & Asociados, a certified environmental consultancy company based in Salta. The purpose of the Study was to gather and analyze relevant environmental baseline parameters for the area of a potential future mine before any major project activities are undertaken.
On June 13, 2022, the Company announced the commencement of an additional 15,000-metre Phase III exploration program with two diamond drill rigs designed to further expand mineral resources across the Diablillos property. The size of the drill program and the number of drill rigs may be expanded, if warranted. On June 28, 2022, the Company announced the discovery of a significant new copper-gold-molybdenum porphyry system at its La Coipita Project.
On July 25, 2022, the Company announced the all-time highest grade silver intercept at the Diablillos Project, grading 2,383 grams per tonne (“ g/t ”) AgEq (34.0 g/t AuEq) over 26 metres, located in the highgrade Tesoro zone.
On August 3, 2022, the Company announced the discovery of a new near-surface, high-grade silver zone, located over 500 metres southwest of the Oculto mineral resource (the “ Southwest Zone ”). The discovery hole in the new zone, called the ‘Southwest zone’, intersected 357 g/t AgEq (5.1 g/t AuEq) over 87 metres.
On September 15, 2022, the Company announced the final set of assay results from the Phase II exploration program on the Diablillos Project.
On September 29, 2022, the Company announced the first set of assay results from the Company’s ongoing Phase III drill program on the Diablillos Project.
On October 12, 2022, the Company announced assay results from two holes drilled at the Southwest Zone.
8
On November 3, 2022, the Company announced an updated, conceptual open pit constrained, mineral resource estimate for the Oculto deposit on the Diablillos Project. The accompanying Diablillos Technical Report was filed on www.sedar.com on December 19, 2022.
On November 9, 2022 and November 22, 2022, the Company announced new assay results from four diamond drill holes from the ongoing 15,000 metre Phase III drilling program on the Diablillos Project.
On November 29, 2022, the Company announced the entering into of an engagement letter agreement with Eight Capital, as lead underwriter and bookrunner, and on behalf of a syndicate of underwriters (collectively, the “ Underwriters ”) in connection with a “bought deal” private placement financing (the “ December 2022 Offering ”) of 21,622,000 units (the “ Units ”) at a price of $0.37 per Unit (the “ Issue Price ”) for gross proceeds of $8,000,140. Each Unit consists of one Common Share and one-half of one Common Share purchase warrant (each whole warrant, a “ Warrant ”), with each Warrant entitling the holder thereof to purchase one additional Common Share at a price of $0.50 per Common Share for a period of 24 months following the closing of the December 2022 Offering (the “ Closing Date ”). The Company also announced the granting to the Underwriters of an option, exercisable in whole or in part up to 48 hours prior to the Closing Date, to offer and sell up to an additional 5,405,000 Units at the Issue Price, for additional gross proceeds of up to $1,999,850 (the “ Underwriters’ Option ”).
On December 6, 2022, the Company announced the closing of the December 2022 Offering for aggregate gross proceeds of $9,999,990 (including the exercise in full of the Underwriters’ Option).
On December 15, 2022, the Company announced new assay results from five diamond drill holes from the ongoing 15,000 metre Phase III exploration drilling program on the Diablillos Project.
On January 10, 2023, the Company announced new results from the Southwest Zone in connection with the Company’s ongoing 15,000 metre Phase III exploration drilling program on the Diablillos Project
DESCRIPTION OF THE BUSINESS
General
Summary
AbraSilver Resource Corp. is a silver, gold, and copper exploration company with projects in Argentina and Chile. The Company has projects at various stages of exploration, from drill-ready to preliminary economic assessment stage. Its primary focus is on exploring and advancing the Diablillos Project, which is a high sulphidation epithermal silver-gold deposit with a large resource.
Diablillos Project
The Diablillos Project was acquired by the Company from SSRM in 2016 and covers an area of approximately 79km[2] in the Salta, Argentina and hosts epithermal precious metal mineralization in a number of mineral occurrences. As consideration, the Company will pay to SSRM US$13,150,000 in cash, issue 11,294,609 Common Shares in instalments over a nine-year period and a 1% net smelter return royalty. As at the date of this AIF, US$6,150,000 has been paid and 11,294,609 Common Shares have been
9
issued. The US$7,000,000 balance will be paid on earlier of the date on which Commercial Production occurs in respect of all or any part of the Diablillos Concessions: and July 31,2025.
The main deposit is known as Oculto, and this silver-gold deposit is surrounded by various satellite occurrences including the Fantasma silver-rich zone. To the north of Oculto lies the Cerro Viejo – Cerro Blanco copper-gold mineralized zone and its related Northern Arc of gold-rich occurrences.
The Diablillos Project lies within the border zone between the Salta and the Province of Catamarca (“ Catamarca ”). For many years, the definitive border line between Salta and Catamarca has been in dispute and the Diablillos Project falls within territory claimed by both provinces. In 1984, the government of Salta granted mineral rights to the Diablillos Project to one of the Company’s predecessors-in-title. In the early 2000s, the government of Catamarca granted overlapping mineral rights in the same area to a third party, thereby creating the potential for conflicting titles pending the resolution of the border dispute, a matter falling within the jurisdiction of the federal government under the Constitution of Argentina. The Company reached an agreement with the shareholders of Minera Cerro Bayo SA (“ Cerro Bayo ”), the owner of the conflicting mineral rights granted by the government of Catamarca, to acquire a 100% equity interest in Cerro Bayo, thereby indirectly acquiring ownership and control of the conflicting mineral interests. As consideration, the Company will pay US$3,325,000 in cash and issue 500,000 Common Shares to the shareholders of Cerro Bayo in instalments over an eight-year period. As at the date of this AIF, US$1,090,000 has been paid and 500,000 Common Shares have been issued.
For further information relating to the Diablillos Project, please see “ Material Mineral Properties ” in this AIF.
La Coipita Project
In addition to the Diablillos Project, the Company holds an interest in the La Coipita Project. The La Coipita Project is located in the San Juan province of Argentina adjacent to the Chilean border. The Company has an Option Agreement to acquire a 100% interest in the La Coipita Project which encompasses a large area, totaling approximately 70,000 hectares, in the western portion of the Calingasta Department. The La Coipita Project is located in a geological setting similar to world-class deposits in the same belt, including the Filo del Sol and Los Azules projects, where porphyry style mineralization is found immediately beneath epithermal mineralization. On June 28, 2022, the Company announced the discovery of a significant new copper-gold-molybdenum porphyry system from its maiden drill campaign which consisted of two deep drill holes: Hole DDH 22-002 intersected a continuous copper-gold porphyry zone of 226m grading 0.34% Cu and 0.07 g/t Au marking a significant new discovery on the project. Mineralization remained open at depth, as the hole ended within a separate interval of 146m of 0.27% Cu down to a depth of approximately 1,200m. Porphyry style mineralization was encountered within the host rocks believed to be adjacent to the central porphyry intrusive progenitor, which was not intersected. Hole DDH 22-001 intersected high sulphidation mineralization with multiple high-grade narrow zones of copper and gold veining. Both drill holes were targeted at a surface geochemistry pattern interpreted as being a reflection of an underlying porphyry system, with estimated approximate dimensions of 2.0km by 1.5km. Additional drilling in this new major porphyry system is being planned, with the objective of intersecting the central porphyry intrusive progenitor.
Exploration Properties
The main exploration property for the Company is its Diablillos Project. The Diablillos Project is in the Puna region of Argentina, in the southern part of Salta Province, approximately 160 km southwest of the city of Salta. The property comprises 15 contiguous and overlapping mineral leases acquired by AbraSilver
10
in 2016. The mining concessions were granted by the Government of Salta through an agreement with SSRM and Pacific Rim Mining Corporation Argentina SA an Argentinian company and the registered owner of the Diablillos property.
Specialized Skill and Knowledge
Most aspects of the Company’s business require specialized skills and knowledge. Such skills and knowledge include the areas of geology, mining, metallurgy, engineering, environmental issues, permitting, social issues, and accounting. The Company has adequate employees with experience in these specialized areas to meet its current needs.
Cycles
The mining and exploration industry is cyclical in nature. The mining industry is subject to commodity pricing, which is in turn affected by other economic indicators and worldwide cycles. The pricing cycles that the mining industry experiences affect the overall environment in which the Company conducts its business. For example, if commodity pricing is low, AbraSilver’s access to capital may be restricted. Continuing periods of low commodity prices or economic stalls could also affect the economic potential of the Company’s current properties and may affect its ability to, among other things: (i) capitalize on financing, including equity financing, to fund its ongoing operations and exploration and development activities; and (ii) continue exploration or development activities on its properties.
Furthermore, weather cycles may affect the Company’s ability to conduct exploration activities at its Diablillos Project. More specifically, drilling and other exploration activities may be restricted during periods of adverse weather conditions or winter seasons as a result of weather-related factors, including inclement weather, snow covering the ground, frozen ground and restricted access due to snow, ice, or other weather-related factors.
Competitive Conditions
The mining and exploration industry is competitive in all aspects. The Company competes with other mining companies, many of whom have greater financial resources, operational experience or technical capabilities than AbraSilver, in connection with the acquisition of properties producing, or capable of producing, precious metals. In addition, the Company also competes for the recruitment and retention of qualified employees and consultants.
Economic Dependence
The Company’s business is not substantially dependent on any single commercial contract or group of contracts either from suppliers or contractors.
Material Reorganization
Please see “ General Development of the Business – Three-Year History and Recent Developments ” for a discussion of the Transaction, which is the only restructuring transaction (as defined by National Instrument 51-102 – Continuous Disclosure Obligations (“ NI 51-102 ”)) completed in the past three most recently completed financial years.
11
Bankruptcy Reorganizations
There has not been any voluntary or involuntary bankruptcy, receivership or similar proceedings against the Company or any of its subsidiaries within the three most recently completed financial years or during or proposed for the current financial year.
Changes to Contracts
The Company does not anticipate that its business will be materially affected in the current financial year by the renegotiation or termination of any contracts or sub-contracts.
Environmental Protection
The Company is currently in material compliance with all applicable environmental regulations applicable to its exploration, development, construction and operating activities. The financial and operational effects of environmental protection requirements on capital expenditures, earnings and expenditures during the fiscal year ended December 31, 2021 were not material.
Employees
As at December 31, 2021, the Company and its subsidiaries had 29 employees and 89 contractors.
Social or Environmental Policies
The Company works towards building relationships with the communities in which it operates and is committed to complying in all material respects with all environmental laws and regulations applicable to its activities. As a result, the Company has implemented a Social Responsibility Policy and an Environmental Policy:
Social Responsibility Policy
The Company’s vision is to achieve development that is shared with the communities around its operating locations, with the goal of mutual well-being of all stakeholders for both the mid- and long-term.
In order to achieve this, the Social Responsibility Policy contemplates the Company:
-
Establish stable, trusting and transparent relationships with the communities in the area of influence, the state and the actors involved in its activities.
-
Promote and accompany the development of local suppliers in the area of influence, through management policies.
-
Promote the behavior of a good neighbor and a good citizen when interacting with the communities in the area of influence, with the premise of being an open-door project.
Environmental Policy
The Company envisions itself as a leading company when it comes to minimizing impacts on the environment and the active prevention of environmental pollution.
The Environmental Policy contemplates the Company:
- Comply with legal requirements and other applicable environmental requirements.
12
-
Carry out all activities protecting the environment, preventing pollution and promoting the sustainable use of resources.
-
Promote behavioral changes through training and environmental education, focusing on the objectives of sustainable development, prioritizing clean energy, equality and gender equity, and developing the environmental circular economy as a pillar of our management.
Foreign Operations
As the Company’s material mineral property is located in Argentina, the Company’s business is dependent on foreign operations. Operating in Argentina has certain risks, for more information please see “ Risk Factors ”.
MATERIAL MINERAL PROPERTIES
The Company has one material project described below. To satisfy the reporting requirements of National Instrument 51-102F2 with respect to the Company’s material mineral projects, the Company has opted, as permitted by NI 51-102, to reproduce the executive summary from the Diablillos Technical Report and to incorporate by reference the Diablillos Technical Report into this AIF.
Diablillos Project, Argentina
The Company owns 100% of the Diablillos Project.
Diablillos Technical Report
The following is the summary section of the Diablillos Technical Report, prepared and signed by qualified persons, Luis Rodrigo Peralta and Joseph M. Keane. The full text of the Diablillos Technical Report is available for viewing on SEDAR at www.sedar.com and is incorporated by reference in this AIF.
1 EXECUTIVE SUMMARY
Luis Rodrigo Peralta was retained by the Company to complete an update Mineral Resource estimate and an independent Technical Report of the Diablillos Project located in Salta province, Argentina. The purpose of the Diablillos Technical Report is to support the public disclosure of the Mineral Resource estimate results. Mr. Peralta visited the property from April 11 to April 20, from June 3 to June 9 and from September 10 to September 18, 2022 for the purposes of this Diablillos Technical Report.
The Diablillos property is located within the Puna region of Argentina, in the southern part of Salta Province, approximately 160 km southwest of the city of Salta. The property comprises 15 contiguous and overlapping mineral leases acquired by AbraSilver in 2016. The mining concessions granted by the Government of Salta through an agreement with SSRM and Pacific Rim Mining Corporation Argentina SA. an Argentinian company and the registered owner of the Diablillos property.
Diablillos hosts several known occurrences of epithermal gold-silver mineralization. Exploration work, conducted by several operators over the history of the Diablillos Project, includes 104,831.98m of DDH (57,696 meters) and reverse circulation (“ RC ”) (47,136 meters) drilling in 457 holes. The drilling allowed to outline the Oculto deposit, a weathered high-sulphidation epithermal gold-silver deposit hosted primarily in Tertiary volcanic and sedimentary rocks and more recently the Fantasma and Laderas deposits, two satellite zone of silver-rich epithermal mineralization, located approximately 800 m west of Oculto and 700m north respectively. The focus of the Diablillos Technical Report is on the Oculto deposit only.
13
Mineral resources for the Diablillos Project in the Oculto deposit were estimated by Mr. Peralta, who considers that the input data was suitable for use in a Mineral Resource estimate.
Mineral Resources at the Diablillos Project are considered as potentially mineable by an open pit method and are estimated based on prior drilling and a more recent drilling campaign performed by AbraSilver between 2019 - 2022. The Mineral Resource is an updated resource for the Oculto deposit. The Mineral Resource is reported inside a Whittle open pit shell with a reasonable cut-off grade of 35 g/t silver equivalent, based on a gold price of US$1750/oz and silver price of US$25/oz, mining costs and metallurgical recoveries have been provided by AbraSilver as used in previous studies. In additions, the economics parameters as metal prices and mining cost are considered acceptable for use within the report and they represent the cost used for the purposes of the report.
Gold and Silver grades were estimated into the block model using Reverse Circulation Drill holes and Diamond Drill holes including the recent drilling between 2019 to July 30th, 2022. It was estimated using industry-standard estimation methodology: Ordinary Kriging and bias was reviewed using a parallel estimation with inverse distance square for comparison. Drill hole intervals have been composited to a length of 1m, which is the average sample length for core sampling. Grade capping has been applied to composited grade intervals on a case-by-case basis within each estimation domain. The estimation domains were defined using a combination of lithology domains, alteration domains, and oxide / sulphide state, defining a set of 18 domains for gold and silver.
After the Mineral Resource estimate has been completed for Diablillos which yielded the following recommendations:
-
The geological and alteration models at Oculto are constrained. A bigger model is suggested to be built, to add potential Mineral Resources.
-
Consistent logging of historical and recent drilling will allow a robust geological model to be generated.
-
Improve the structural knowledge of the deposit with surface mapping of outcrops, and/or with information from oriented drill core or televiewer methods will allow to determine the physical and elastic properties of each of the geotechnical domains identified.
-
In the NorthEast zone of the Oculto, definition or infill drilling should be carried out, in order, to categorize into Measured Resource the actual inferred and indicated ones. An infill drilling campaign is estimated about 7,000 meters of DDH drilling, with an approximate cost of US$3,500,000.
-
A new update Mineral Resource estimate should be done once Phase III is finalized, as this drilling campaign could potentially impact in the global configuration of the property.
-
Evaluate the Mineral Resource contained in the sulphide level.
Based on these outcomes Mr. Peralta recommended that Diablillos be moved to a pre-feasibility study. Specific recommendations to take advantage of potential upsides can also be found at the end of the Diablillos Technical Report.
14
The Mineral Resource is summarized as of November 28, 2022 and has been estimated in alignment with the CIM Standards and the Mineral Resource Estimate has been categorized in accordance with the CIM Standards and comprises a Measured, Indicated and Inferred Mineral Resource as summarized in Table 1- 1 of the Diablillos Technical Report.
The Diablillos Technical Report is considered by Mr. Peralta to meet the stated requirements of a Mineral Resource estimate as defined in NI 43-101.
Table 1-1: Oculto Mineral Resource estimate – As of October 31, 2022
| Tonnage | Contained | Contained | |||||
|---|---|---|---|---|---|---|---|
| Zone | Category | (000 t) | SG | Ag | Au (g/t) | Ag (000 | Au (000 oz |
| t/m3 | (g/t) | oz Ag) |
Au) |
||||
| Oxides | Measured | 18,092 | 2.30 | 101 | 0.85 | 58,655 | 495.8 |
| Indicated | 30,226 | 2.33 | 49 | 0.71 | 47,502 | 688.1 | |
| Measured & Indicated |
48,318 | 2.32 | 68 | 0.76 | 106,156 | 1183.9 | |
| Inferred | 2,090 | 2.36 | 31 | 0.50 | 2,085 | 33.3 | |
| Transition | Measured | 1,244 | 2.53 | 50 | 1.21 | 1,979 | 48.5 |
| Indicated | 1,752 | 2.61 | 22 | 1.13 | 1,235 | 63.8 | |
| Measured & Indicated |
2,996 | 2.58 | 33 | 1.17 | 3,214 | 112.7 | |
| Inferred | 127 | 2.60 | 7 | 0.80 | 29 | 3.3 | |
| Oxides + Transition |
Measured | 19,336 | 2.31 | 98 | 0.88 | 60,634 | 544.4 |
| Indicated | 31,978 | 2.34 | 47 | 0.73 | 48,737 | 751.9 | |
| Measured & Indicated |
51,314 | 2.33 | 66 | 0.79 | 109,370 | 1296.6 | |
| Inferred | 2,216 | 2.38 | 30 | 0.51 | 2,114 | 36.5 |
Notes for mineral resource estimate:
-
Mineral Resources are not Mineral Reserves and have not demonstrated economic viability.
-
The Mineral Resource is reported inside a conceptual Whittle open pit shell derived using US $25.00/oz Ag price, US $1750/oz Au price, 73.5% process recovery for Ag, and 86% process. recovery for Au. The constraining open pit optimization parameters used were $3.00/t mining cost, $24.45/t processing cost, $2.90/t G&A cost, and average 54-degree open pit slopes.
-
The formula for calculating AgEq is as follows: Silver Eq Oz = Silver Oz + Gold Oz x (Gold Price/Silver Price) x (Gold Recovery/Silver Recovery).
-
The Mineral Resource has been categorized in accordance with the CIM Standards.
-
All figures are rounded to reflect the relative accuracy of the estimates. Minor discrepancies may occur due to rounding to appropriate significant figures.
-
The Mineral Resource was estimated by Mr. Peralta, B.Sc., FAusIMM CP(Geo), Independent Qualified Person under NI 43-101.
-
The Mineral Resource is sub-horizontal with sub-vertical feeders and a reasonable prospect for eventual economic extraction by open pit methods.
-
A cut-off grade of 35 gt AgEq was used for the Mineral Resource.
-
The Mineral Resource models used Ordinary Kriging grade estimation within a three-dimensional block model and mineralized zones defined by wireframed solids, which are a combination of lithology and alteration domains. Constrained by a Whittle open pit shell. The 1m composite grades were capped where appropriate.
-
All tonnages reported are dry metric tonnes and ounces of contained gold and silver are troy ounces.
15
-
In-situ bulk density were assigned to each model domain, according to samples averages of each lithology domain, separated by alteration zones and subset by oxidation, as detailed in section 14.
-
Mining recovery and dilution factors have not been applied to the Mineral Resource.
-
Mr. Peralta is not aware of any environmental, permitting, legal, title, taxation, socio-political, marketing, or other relevant issues that could materially affect the potential development of the Mineral Resource.
-
Totals may not agree due to rounding.
RISK FACTORS
The Company’s ability to generate revenues and profits from its mineral properties, or any other mineral property it may acquire, is dependent upon a number of factors. The risks and uncertainties described below as well as the other information contained in this AIF should be carefully considered. These risks and uncertainties are not the only ones facing the Company. Additional risks and uncertainties not presently known to the Company or that the Company currently considers immaterial may also impair its business operations. If any of these events actually occur, AbraSilver’s business, prospects, financial condition, cash flows and operating results could be materially harmed.
Investing in an emerging market entails certain inherit risks
The Company conducts or participates in mining, development, exploration, and other activities in Argentina, which is an emerging market. Investing in emerging markets generally involves risks, which may include:
-
expropriation or nationalization of property;
-
changes in laws or policies or increasing legal and regulatory requirements of particular countries, including those relating to taxation, royalties, imports, exports, duties, currency, in-country beneficiation or other claims by government entities, including retroactive claims and/or changes in the administration of laws, policies and practices;
-
uncertain political and economic environments, war, terrorism, sabotage and civil disturbances;
-
lack of certainty with respect to legal systems, corruption and other factors that are inconsistent with the rule of law;
-
delays in obtaining or the inability to obtain or maintain necessary governmental permits or to operate in accordance with such permits or regulatory requirements;
-
import and export regulations, including restrictions on the export of gold or other minerals;
-
limitations on the repatriation of earnings;
-
underdeveloped industrial or economic infrastructure;
-
internal security issues;
-
increased financing costs;
-
renegotiation, cancellation or forced modification of existing contracts; and
16
- risk of loss due to disease, and other potential medical endemic or pandemic issues, as a result of the potential related impact to employees, disruption to operations, supply chain delays, trade restrictions and impact on economic activity in affected countries or regions.
Argentina may experience economic problems that could affect the Company’s business, financial condition and result of operations
The Company’s material project is located in Argentina, and it depends upon local economic and social conditions. As a result, the Company’s business, financial position and results of operations may be affected by the general conditions of the Argentine economies, price instability, inflation, interest rates, regulation, taxation, social instability, political unrest and other developments in or affecting Argentina, over which the Company has no control. Economic and political instability that has been caused by many different factors, including the following:
-
adverse external economic factors;
-
inconsistent fiscal and monetary policies;
-
dependence of governments on external financing;
-
changes in governmental economic policies;
-
high levels of inflation;
-
abrupt changes in currency values;
-
high interest rates;
-
volatility of exchange rates;
-
political and social tensions;
-
exchange controls;
-
wage and price controls;
-
the imposition of trade barriers; and
-
trade shock.
Any of these factors could have a material adverse effect on the Company’s business, financial condition, results of operations, cash flows or prospects.
The economy of Argentina is vulnerable to external shocks caused by significant economic difficulties of their respective trading partners, or by more general “contagion” effects
Weak, flat or negative economic growth or changes in international trade policy of the major trading partners of Argentina could adversely affect its balance of payments and, consequently, its economic growth. Decreased growth affecting such major trading partners could have a material adverse effect on the markets for exports from Argentina, and, in turn, adversely affect economic growth. The Argentine
17
economy may be affected by “contagion” effects. International investors’ reactions to events occurring in one developing country sometimes appear to follow a “contagion” pattern, in which an entire region or investment class is disfavored by international investors. In particular, Argentina has been adversely affected by such contagion effects on a number of prior occasions, including the 1994 Mexican financial crisis, the 1997 Asian financial crisis, the 1998 Russian financial crisis, the 1999 devaluation of the Brazilian real, and the 2001 collapse of Turkey’s fixed exchange rate regime. Additionally, economic growth was negatively affected as a result of the 2008 global financial crisis, and more recently, the COVID-19 pandemic. Similar developments can be expected to affect the Argentine economy in the future, and may accordingly affect the Company’s business, financial position, operations, and results of operations.
- We have operations a country known to experience high levels of corruption and any violation of anti corruption laws could subject us to penalties and other adverse consequences
We are subject to anti-corruption, anti-bribery, anti-money laundering and other international laws and regulations and are required to comply with the applicable laws and regulations of Argentina and Canada. In general, these laws prohibit improper payments or offers of payments to governments and their officials, political parties, state-owned or controlled enterprises, and/or private entities and individuals for the purpose of obtaining or retaining business. In addition, we are subject to economic sanctions regulations that restrict our dealings with certain sanctioned countries, individuals and entities. Our primary operations are located in Argentina, which is perceived as having relatively high levels of corruption. Our activities in this country create the risk of unauthorized payments or offers of payments by one of our employees, contractors, agents, or users that could be in violation of various laws, including anti-bribery laws in these countries. In addition, our ability to secure permits, renewals or other government approvals required to maintain our operations could be negatively impacted by corruption in one or more governmental institutions in Argentina. We have adopted various measures which mandate compliance with these anticorruption, anti-bribery, and anti-money laundering laws, and have implemented training programs, compliance controls and procedures, and reviews and audits to ensure compliance with such laws. However, there can be no assurance that our internal controls, and procedures will be sufficient to prevent or detect all inappropriate practices, fraud or violations of such laws, regulations and requirements by our affiliates, employees, directors, officers, partners, agents and service providers, or that any such persons will not take actions in violation of our policies and procedures, for which we may be ultimately responsible. Any violations by us of anti-bribery and anti-corruption laws or sanctions regulations could have a material adverse effect on our business, reputation, results of operations and financial condition. We cannot predict the nature, scope or effect of future anti-corruption regulatory requirements to which our operations might be subject or the manner in which existing laws might be administered or interpreted.
- Argentina has experienced significant political and socio economic instability in the past, and may experience further instability in the future
Argentina has experienced significant political and social economic instability in the past and may experience further instability in the future. In 2001 and 2002, Argentina suffered a major political, economic and social crisis, which resulted in institutional instability and a severe contraction of the economy with significant increases in unemployment and poverty rates. Among other consequences, the crisis caused a large currency devaluation and led to the government of Argentina defaulting on its external debt. In response, the government of Argentina implemented a series of emergency measures, including strict foreign exchange restrictions and monthly limits on bank withdrawals, which affected public companies and other sectors of the Argentine economy. The Argentine economy experienced a recovery after the 2001 – 2002 crisis, however, since 2008, it has struggled to curb strong inflationary pressures and growth stagnated starting in 2012.
18
During the first half of 2018, the Argentine economy entered into an acute economic recession, which deepened in 2019, with a sharp decrease in international reserves, a material loss in the value of the Argentine peso vis-à-vis the US dollar, high inflation and unemployment rates and an increase in poverty and extreme poverty rates. Against this economic backdrop, in December 2019, the Argentine congress enacted legislation declaring a state of public emergency in economic, financial, fiscal, administrative, pensions, tariff, energy, health and social matters, which was in force until December 31, 2020, and was further extended in terms of health until December 31, 2021.
Argentine economic conditions are dependent on a variety of factors, including (but not limited to) the following:
-
international demand for Argentina’s principal exports;
-
international prices for Argentina’s principal commodity exports;
-
stability and competitiveness of the Argentine Peso with respect to foreign currencies; competitiveness and efficiency of domestic industries and services;
-
levels of domestic consumption and foreign and domestic investment and financing; and
-
the rate of inflation.
Argentina’s ability to obtain financing from international markets is limited. Without renewed access to the financial market the Argentine government may not have the financial resources to implement reforms and boost growth, which could have a significant adverse effect on the country’s economy and, consequently, on our activities. In addition, the Argentine government has engaged in conversations with the International Monetary Fund in order to renegotiate the principal maturities of certain amounts disbursed in 2018 and 2019, and it is uncertain whether the Argentine government will be successful in the negotiations with that agency.
The ultimate impact of each of these measures on the Argentine economy as well as the ability to implement all announced measures as currently contemplated, cannot be assured. If the government of Argentina’s agenda cannot be successfully implemented, the result may further weaken confidence in and adversely affect the Argentine economy and financial condition. Any worsening in the Argentine economy or financial condition could have a material adverse effect on companies operating in Argentina, including the Company.
Argentina is subject to frequent and unpredictable changes in tax rates, capital controls, and foreign exchange restrictions, which may restrict or affect the profitability of the Company’s operations in Argentina
In the past, Argentine tax laws have changed frequently and dramatically. In 2018, the government of Argentina introduced a decree imposing a temporary tax on all exports from Argentina. The tax was introduced as an emergency measure due to the significant peso devaluation during the year. In December 2019, the government of Argentina approved a law delaying a scheduled corporate tax rate decrease from 30% to 25% to the end of 2020 (after that the government submitted a bill in order to maintain the 30% rate until the end of 2021) and extending the temporary export tax introduced in September 2018 to the end of 2021. Furthermore, the decree suspended the increase in the dividend withholding tax from 7% to 13% until January 2021. Recently, the National Government submitted a bill by which it would permanently increase
19
the corporate tax rate to 35% for certain types of companies and maintain the 7% rate for dividends (the bill is expected to be approved by the National Congress and it would be effective for fiscal year 2021).
Argentine federal, provincial and other local taxation authorities may apply tax rules and regulations in an inconsistent and unpredictable manner. In addition, tax rules and regulations may change over time. If any taxation authority takes a position or adopts an interpretation that differs from those adopted by Company, we could become subject to unanticipated tax liabilities and cost increases, which could negatively affect our financial condition and results of operations.
Argentina has also been subject to exchange controls and restrictions. In 2001 and 2002, following a run on the financial system triggered by the public’s lack of confidence in the continuity of the convertibility regime that resulted in massive capital outflows, the government of Argentina introduced exchange controls and restrictions on the transfer of foreign currency in an attempt to prevent capital flight and a further depreciation of the Argentine peso. Several of those exchange controls and transfer restrictions were subsequently suspended or terminated. However, in June 2005, the government of Argentina established new controls on capital flows. From 2011 until December 2015, the government of Argentina increased controls on the sale of foreign currency and the acquisition of foreign assets by local residents, limiting the possibility of transferring funds abroad. Regulations were introduced in 2012 that subjected certain foreign exchange transactions to prior approval by Argentine tax authorities or the Central Bank of Argentina. In August 2016, the government of Argentina eliminated all foreign exchange restrictions imposed since 2011. In September 2019 and in May and June 2020, the Central Bank of Argentina imposed further restrictions on foreign exchange transactions. To date, these controls and regulations have included, but are not limited to, a requirement that proceeds of exports be repatriated at the applicable exchange rate; restrictions on payment of dividends without the approval of the Argentinian Central Bank; and restrictions on debt from foreign lenders, unless such debt is brought into Argentina at the applicable exchange rate. The government of Argentina may expand these controls or introduce new restrictions.
Changes in taxes, capital controls, and foreign exchange regulations in Argentina are beyond the Company’s control. Increased tax rates, or the imposition of stricter capital controls or foreign exchange regulations and could increase the operating costs at the Diablillos Project, prevent or restrict exploration, development, and production at the Diablillos Project, and may constrain the Company’s ability to receive distributions from its Argentine subsidiaries.
Risk of nationalization of mining assets in Argentina
In May 2012, the previous government of Argentina re-nationalized Repsol YPF SA, the country’s largest oil and gas company. There can be no assurance that the government of Argentina will not nationalize other businesses operating in the country, including the business of the Company. If any portion of the Company’s assets are expropriated or nationalized, there can be no assurance that the Company would receive payment equal to their fair market value. Nationalization of any of the Company’s assets in Argentina could have a material adverse effect on the Company’s business, operations, cash flows, and financial condition. The Company has not purchased any “political risk” insurance coverage and currently has no plans to do so.
AbraSilver may need substantial additional financing in the future and cannot assure that such financing will be available
To meet its operating costs and to finance its respective future acquisition, exploration, development and operating activities, the Company will require financing from external sources, including from the sale of equity and debt securities, the sale of an interest in one or more of its mineral projects, entering into joint
20
ventures or seeking other means to meet its financing requirements. There can be no assurance that additional funding will be available to the Company or, if available, that such funding will be offered on terms acceptable to the Company. If additional financing is raised through the issuance of equity or convertible debt securities, control of the Company may change and the interests of shareholders in the net assets of the respective company may be diluted.
If unable to secure financing on acceptable terms, the Company may have to cancel or postpone certain of its planned exploration and development activities and may not be able to take advantage of acquisition opportunities.
If the Company is unable to complete minimum work obligations on its exploration projects or make required property payments, the projects could be relinquished under applicable exploration project agreements. The failure of the Company to obtain additional financing would have a material adverse effect on its business, financial condition, results of operations or prospects.
The volatility of the capital markets may affect the Company’s access to and cost of capital
Securities markets throughout the world are cyclical and, over time, tend to undergo high levels of price and volume volatility, and the market price of securities of many companies, particularly those in the resource sector, can experience wide fluctuations which are not necessarily related to the operating performance, underlying asset values or prospects of such companies. Increased levels of volatility and resulting market turmoil may adversely impact the Company and its share price.
If the Company is required to access credit markets to carry out their respective development objectives, the state of domestic and international credit markets and other financial systems could affect their respective access to, and cost of, capital. If these credit markets were significantly disrupted, as they were in 2007 and 2008, such disruptions could make it more difficult for the Company to obtain or increase its cost of obtaining capital and financing for its operations. Such capital may not be available on terms acceptable to the Company or at all, which may have a material adverse impact on its business, financial condition, results of operations or prospects.
Exploration risk
The Company may engage in the potential acquisition and exploration of other resource properties, an inherently risky business, and there is no assurance that economic mineral deposits will ever be discovered, or if discovered, subsequently put into production. Most exploration activities do not result in the discovery of commercially mineable deposits.
Early stage of development
There is limited financial, operational and other information available with which to evaluate the prospects of the Company. There can be no assurance that the Company’s operations will be profitable in the future or will generate sufficient cash flow to satisfy its working capital requirements.
The Company’s prospects depend on its ability to attract and retain qualified personnel
Recruiting and retaining qualified personnel will be critical to the Company’s success. The number of persons skilled in the acquisition, exploration and development of mining properties is limited and competition for such persons is intense. The Company believes that it will have the necessary personnel to meet its corporate objectives but, as its business activities grow, it will require additional key financial,
21
administrative, mining and public relations personnel as well as additional staff on the operations side. Although the Company believes that it will be successful in attracting and retaining qualified personnel, there can be no assurance of such success.
Changes in Argentinean environmental legislation could have adverse effects on our operations
The Company’s exploration activities and future mining operations in Argentina are and will be subject to laws and regulations relating to the protection and remediation of the environment. Environmental legislation provides for restrictions and prohibitions on spills, releases or emissions of various substances produced in association with certain mining industry operations, such as seepage from tailings disposal areas, which would result in environmental pollution. These laws, regulations and the governmental policies for implementation of such laws and regulations change from time to time and are generally becoming more restrictive. The costs associated with compliance with these laws and regulations are substantial and possible future laws and regulations and changes to existing laws and regulations (including the imposition of higher taxes and mining royalties) could cause additional expenses or capital expenditure, or result in restrictions or delays in the Company’s development plans.
As a participant in the resource extraction industry, the Company may face opposition from local and international groups
There is an increasing level of public concern relating to the effects of mining production on its surroundings, communities, and environment. Certain non-governmental organizations, public interest groups and reporting organizations (“ NGOs ”), who oppose globalization and resource development and who may not be bound to codes of ethical reporting, can be vocal critics of the mining industry. In addition, there have been many instances in which local community groups have opposed resource extraction activities, which have resulted in disruption and delays to the relevant operation. While the Company will seek to operate in a socially responsible manner, NGOs or local community organizations could direct adverse publicity and/or disrupt its operations in respect of one or more properties, regardless of the Company’s successful compliance with social and environmental best practices, due to political factors and/or activities of unrelated third parties on lands in which the Company has an interest or operates.
Any such actions and the resulting media coverage could have an adverse effect on the reputation and financial condition of the Company, as applicable, or its relationships with the communities in which it operates, which could have a material adverse effect on the Company’s business, financial condition, results of operations or prospects.
The costs of complying with applicable laws and governmental regulations may have an adverse impact on the Company’s business
The Company’s operations and exploration activities will be subject to laws and regulations governing various matters. These include without limitation laws and regulations relating to repatriation of capital and exchange controls, taxation, labour standards and occupational health and safety and historic and cultural preservation.
Amendments to current laws, regulations and permits governing operations and activities of mining companies, or the more stringent enforcement thereof, could have a material adverse effect on the Company’s business, financial condition, results of operations or prospects by increasing exploration expenses, future capital expenditures or future production costs or by reducing the future level of production, or cause the abandonment of or delays in the development of the Company’s projects.
22
Competition in the mining industry may adversely affect the Company
The mining industry is intensely competitive. The Company will compete with other mining companies, many of which have greater resources and experience. Competition in the mining industry is primarily for: (i) properties which can be developed and can produce economically; (ii) the technical expertise to find, develop, and operate such properties; (iii) labour to operate the properties; and (iv) capital to fund such properties. Such competition may result in the Company being unable to acquire desired properties, to recruit or retain qualified employees or to acquire the capital necessary to fund their respective operations and develop their respective properties. The Company’s inability to compete with other mining companies for these resources could have a material adverse effect on the Company’s business, financial condition, results of operations or prospects.
The Company’s insurance coverage may not cover all of its potential losses, liabilities and damages related to its business and certain risks are uninsured or uninsurable
The Company’s business will be subject to a number of risks and hazards (as further described herein). Although the Company will maintain insurance to protect against certain risks in such amounts as it considers being reasonable, such insurance will likely not cover all the potential risks associated with its activities, including any future mining operations. The Company may also be unable to maintain insurance to cover its risks at economically feasible premiums, or at all. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Moreover, insurance against risks such as environmental pollution or other hazards as a result of exploration or production may not be available to the Company on acceptable or any terms. The Company might also become subject to liability for pollution or other hazards which it is not currently insured against and/or in the future may not insure against because of premium costs or other reasons. Losses from these events may cause the Company to incur significant costs which could have a material adverse effect on the Company’s business, financial condition, results of operations or prospects.
Mining and mineral exploration is inherently dangerous and subject to factors or events beyond the Company’s control
The Company’s business, and any future development or mining operations, will involve various types of risks and hazards typical of companies engaged in the mining industry. These risks will affect the exploration, development and refurbishment activities of the Company, and will affect its business to an even larger extent once commercial mining operations, if any, commence.
Such risks include, but are not limited to: (i) industrial accidents; (ii) unusual or unexpected rock formations; (iii) structural cave-ins or slides and pitfall, ground or slope failures and accidental release of water from surface storage facilities; (iv) fire, flooding and earthquakes; (v) rock bursts; (vi) metals losses; (vii) periodic interruptions due to inclement or hazardous weather conditions; (viii) environmental hazards; (ix) discharge of pollutants or hazardous materials; (x) failure of processing and mechanical equipment and other performance problems; (xi) geotechnical risks, including the stability of the underground hanging walls and unusual and unexpected geological conditions; (xii) unanticipated variations in grade and other geological problems, water, surface or underground conditions; (xiii) labour disputes or slowdowns; (xiv) work force health issues as a result of working conditions; and (xv) force majeure events, or other unfavorable operating conditions.
These risks, conditions and events could result in: (i) damage to, or destruction of, the value of, the Company’s projects or their facilities; (ii) personal injury or death; (iii) environmental damage to the Company’s projects or the properties of others; (iv) delays or prohibitions on mining or the transportation
23
of minerals; (v) monetary losses; and (vi) potential legal liability. Any of the foregoing could have a material adverse effect the Company’s business, financial condition, results of operation or prospects.
Directors and officers may be subject to conflicts of interest
Certain directors and officers of the Company are or may become associated with other mining and/or mineral exploration and development companies which may give rise to conflicts of interest. Directors who have a material interest in any person who is a party to a material contract or a proposed material contract with the company with which they serve are required, subject to certain exceptions, to disclose that interest and generally abstain from voting on any resolution to approve such a contract. In addition, directors and officers are required to act honestly and in good faith with a view to the best interests of their respective company. Some of the directors and officers have either other full-time employment or other business or time restrictions placed on them and accordingly, the Company will not be the only business enterprise of these directors and officers. Further, any failure of the directors or officers of the Company to address these conflicts in an appropriate manner, or to allocate opportunities that they become aware of to the Company, could have a material adverse effect on the Company’s business, financial condition, results of operations or prospects.
Political instability and hyperinflationary economy
Political or economic instability, including high inflation rate, or unexpected regulatory change in the countries where the Company’s mineral properties are located could adversely affect the business.
Global pandemic outbreak
Since January 2020 there has been a global pandemic outbreak of COVID-19. The actual and threatened spread of the virus globally has had a material adverse effect on the global economy and; specifically, the regional economies in which the Company operates. The pandemic could continue to have a negative impact on the stock market, including trading prices of the Company’s shares and its ability to raise new capital. These factors, among others, could have a significant impact on the Company’s operations.
Russia’s military action against Ukraine
The Company’s business financial condition and results of operations may be further negatively affected by economic and other consequences from Russia’s military action against Ukraine and the sanctions imposed in response to that action in late February 2022. While the Company expects any direct impacts, of the pandemic and the war in the Ukraine, to the business to be limited, the indirect impacts on the economy and on the mining industry and other industries in general could negatively affect the business and may make it more difficult for it to raise equity or debt financing. There can be no assurance that the Company will not be impacted by adverse consequences that may be brought about on its business, results of operations, financial position and cash flows in the future.
Precious and base metal price fluctuations
The value and price of the Company’s securities, its financial results, and its exploration, development and mining activities may be significantly adversely affected by declines in the price of precious and base metals. Such prices may fluctuate widely and are affected by numerous factors beyond the Company’s control such as interest rates, exchange rates, inflation or deflation, fluctuation in the value of the Canadian dollar and foreign currencies, global and regional supply and demand, and the political and economic conditions of precious and base metal producing countries throughout the world. The exact effect of these
24
factors cannot be accurately predicted, but the combination of these factors may result in the Company not receiving adequate returns on invested capital or the investments retaining their respective values. Declining market prices for these metals could materially adversely affect the Company’s operations and profitability.
Uncertainty of calculation of reserves and resources and metal recoveries
Although the Company’s reported mineral reserves and resources have been prepared by qualified persons, these amounts are estimates only by independent geologists, and the Company cannot be certain that any specified level of recovery of mineral will in fact be realized or that any identified mineral deposit will ever qualify as a commercially mineable (or viable) ore body that can be economically exploited. Mineralized materials, which are not mineral reserves, do not have demonstrated economic viability. Any material changes in the quantity of mineralization, grade or stripping ratio, or the metal price may affect the economic viability of the Company’s properties. In addition, the Company cannot be certain that metal recoveries in small-scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production.
The mineral resource and reserve figures included in the AIF and the documents incorporated by reference are estimates, which are, in part, based on forward-looking information, and no assurance can be given that the indicated level of precious or base metals will be produced. Although resource estimates require a high degree of assurance in the underlying data when the estimates are made, unforeseen events and uncontrollable factors can have significant adverse or positive impacts on the estimates. Factors such as inherent sample variability, metal price fluctuations, variations in mining and processing parameters, increased production costs, reduced recovery rates and adverse changes in environmental or mining laws and regulations may render the present proven and probable reserves unprofitable to develop at a particular site or sites for periods of time and/or may require a reassessment of the commercial feasibility of a particular project. Such a reassessment may be the result of a management decision related to a particular project. Even if the project is ultimately determined to be economically viable, the need to conduct such a reassessment may cause substantial delays in development or may interrupt operations, if any, until the reassessment can be completed.
Until reserves or resources are actually mined and processed, the quantities of mineralization and metal grades must be considered as estimates only. Any material change in the quantity of mineral reserves, mineral resources, grades and recoveries may affect the economic viability of the Company’s properties.
This AIF and the documents incorporated by reference herein have been prepared and disclosed in accordance with the requirements of Canadian securities laws that differ from the requirements of United States securities laws. Please refer to “ Cautionary Note to U.S. Investors concerning Estimates of Mineral Reserves and Measured, Indicated and Inferred Mineral Resources ”.
Title to assets
Searches of mining records are carried out in accordance with mining industry practices to confirm satisfactory title to properties in which the Company holds or intends to acquire an interest, but the Company does not obtain title insurance with respect to such properties. The possibility exists that title to one or more of the properties, particularly title to undeveloped properties, might be defective because of errors or omissions in the chain of title, including defects in conveyances and defects in locating or maintaining such claims or concessions. The ownership and validity of mining claims and concessions are often uncertain and may be contested. The Company has taken and will continue to take all reasonable steps, in accordance with the laws and regulations of the jurisdictions in which their properties are located, to ensure proper title to its properties and to properties it may acquire in the future, either at the time of
25
acquisition or prior to any major expenditures thereon. This, however, should not be construed as a guarantee of title. There are no assurances that the Company will obtain title. Both presently owned and after-acquired properties may be subject to prior unregistered agreements, transfers, land claims or other claims or interests. In addition, third parties may dispute the rights of the Company to its respective mining and other interests. The Company will attempt to clear title and obtain legal opinions commensurate to the intended level of expenditures required on areas that show promise. There can be no assurance, however, that it will be successful in doing so.
Litigation risks
All industries, including the mining industry, are subject to legal claims, with and without merit. Although the Company is not currently aware of any threatened or pending legal proceedings, there is no guarantee that the Company will not become subject to additional proceedings in the future. There can be no guarantee of the outcome of any such claim. In addition, defense and settlement costs for any legal proceeding can be substantial, even with respect to claims that have no merit. Due to the inherent uncertainty of the litigation process, there can be no assurance that the resolution of any particular legal proceeding will not have a material effect on the Company’s financial position or results of operations.
Volatility in the price of the Common Shares
Securities of mineral resource and mining companies have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. In addition, because of the nature of the Company’s business, certain factors such as public announcements and the public’s reaction, the Company’s operating performance and the performance of competitors and other similar companies, fluctuations in the market prices of precious and base metals, government regulations, changes in earnings estimates or recommendations by research analysts who track AbraSilver’s securities or securities of other companies in the resource sector, general market conditions, announcements relating to litigation, the arrival or departure of key personnel and the risk factors described in this AIF can have an adverse impact on the market price of the Common Shares.
Any negative change in the public’s perception of the Company’s prospects could cause the price of its securities, including the price of the Common Shares, to decrease dramatically. Furthermore, any negative change in the public’s perception of the prospects of mining companies in general could depress the price of AbraSilver’s securities, including the price of the Common Shares, regardless of the Company’s results. Securities class-action litigation often has been brought against companies following periods of volatility in the market price of their securities. The Company may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources.
Potential dilution of present and prospective shareholdings
The exercise of stock options and restricted share units (“ RSUs ”) issued by the Company and the issuance of other additional equity securities in the future could result in dilution in the value of the Common Shares and the voting power represented by such shares. Furthermore, to the extent holders of the Company’s stock options or other securities exercise their securities and then sell the Common Shares they receive, the trading price of the Common Shares may decrease due to the additional number of Common Shares available in the market.
26
Currency risks
The Company’s operations in Argentina are subject to foreign currency exchange fluctuations. The Company may suffer losses due to adverse foreign currency fluctuations.
The Company and its subsidiaries’ financial instruments are exposed to currency risk where those instruments are denominated in currencies that are not the same as their functional currency; exchange gains and losses in these situations impact net income or loss. The Company raises its funds through equity issuances which are priced in Canadian dollars, and the majority of the exploration costs of the Company are denominated in Argentine pesos. The Company also holds cash and cash equivalents, trade and other receivables, accounts payable that are subject to currency risk. As a result, the Company’s financial performance may be significantly impacted by changes in foreign exchange rates.
Financial reporting standards
The Company prepares its financial reports in accordance with International Financial Reporting Standards applicable to publicly accountable enterprises. In preparation of financial reports, management may need to rely upon assumptions, make estimates or use their best judgment in determining the financial condition of the Company. Significant accounting policies are described in more detail in the Company’s audited financial statements. In order to have a reasonable level of assurance that financial transactions are properly authorized, assets are safeguarded against unauthorized or improper use, transactions are properly recorded and reported, the Company has implemented and continues to analyze its internal control systems for financial reporting. Although the Company believes its financial reporting and financial statements are prepared with reasonable safeguards to ensure reliability, the Company cannot provide absolute assurance.
Climate change
There is significant evidence of the effects of climate change on our planet and an intensifying focus on addressing these issues. Governments are introducing climate change legislation and treaties at the international, national, and local levels, and regulations relating to emission levels and energy efficiency are evolving and becoming more rigorous. However, the laws and regulatory requirements are not consistent across the jurisdictions in which we operate, and regulatory uncertainty is likely to result in additional complexity and cost in our compliance efforts. Public perception of mining is, in some respects, negative and there is increasing pressure to curtail mining in many jurisdictions as a result, in part, of perceived adverse effects of mining on the environment. Concerns around climate change may also affect the market price of the Common Shares as institutional investors and others may divest interests in industries that are thought to have more environmental impacts. While the Company is committed to operating responsibly and reducing the negative effects of its operations on the environment, its ability to reduce emissions, energy and water usage by increasing efficiency and by adopting new innovation is constrained by technological advancement, operational factors and economics. Adoption of new technologies, the use of renewable energy, and infrastructure and operational changes necessary to reduce water usage may also increase the costs at the Company’s operations significantly. Concerns over climate change, and the Company’s ability to respond to regulatory requirements and societal pressures, may have significant impacts on its operations and on its reputation, and may even result in reduced demand for its products. The physical risks of climate change could also adversely impact the Company’s operations. These risks include, among other things, extreme weather events, resource shortages, changes in rainfall and in storm patterns and intensities, water shortages, changing sea levels and extreme temperatures. Climate-related events such as mudslides, floods, droughts and fires can have significant impacts, directly and indirectly, on the Company’s operations and could result in damage to its facilities, disruptions in accessing its sites with labour and essential materials or in shipping products from its mines, risks to the
27
safety and security of its personnel and to communities, shortages of required supplies such as fuel and chemicals, inability to source enough water to supply its operations, and the temporary or permanent cessation of one or more of its operations. There is no assurance that the Company will be able to anticipate, respond to, or manage the risks associated with physical climate change events and impacts, and this may result in material adverse consequences to its business and to its financial results.
DESCRIPTION OF CAPITAL STRUCTURE
The Company is authorized to issue an unlimited number of Common Shares without par value. As of the date hereof, the Company has 525,270,634 Common Shares issued and outstanding.
Each Common Share carries one vote at all meetings of shareholders, is entitled to receive dividends as and when declared by the Board and is entitled to participation in the remaining property and assets of the Company upon dissolution or winding-up. The Common Shares do not carry any pre-emptive, subscription, redemption or conversion rights.
MARKET FOR SECURITIES
The Common Shares are currently listed for trading on the TSXV in Canada, and the OTCQX in the United States.
Trading Prices and Volumes
The following table provides a summary of the high and low prices and aggregate volume for the Common Shares as traded on the TSXV for the twelve-month period ending December 31, 2021.[(1)]
| Period | High ($) | Low($) | Volume |
|---|---|---|---|
| January 2021 | 0.60 | 0.33 | 25,129,774 |
| February 2021 | 0.56 | 0.39 | 20,174,958 |
| March 2021 | 0.64 | 0.365 | 23,350,600 |
| April 2021 | 0.69 | 0.53 | 20,654,001 |
| May 2021 | 0.82 | 0.61 | 24,478,346 |
| June 2021 | 0.67 | 0.475 | 17,016,507 |
| July 2021 | 0.62 | 0.405 | 14,650,313 |
| August 2021 | 0.54 | 0.375 | 15,770,435 |
| September 2021 | 0.51 | 0.35 | 17,608,126 |
| October 2021 | 0.56 | 0.385 | 11,944,821 |
| November 2021 | 0.51 | 0.37 | 21,138,554 |
| December 2021 | 0.415 | 0.315 | 13,030,825 |
(1) Source: TSXV
Prior Sales
During the fiscal year ended December 31, 2021, the Company issued the following securities that are not listed or quoted on a marketplace:
28
| Date of Issue | Type of Security Issued |
Number of Securities Issued |
Exercise | Vesting Terms |
|---|---|---|---|---|
| Price ($) | ||||
| January 25, 2021 | RSU | 4,815,000 | NA | 33.33% after 12 months, 33.33% each 12 months thereafter. |
| January 25, 2021 | Options | 3,157,500 | 0.39 | 25% after 6 months, 25% each 6 monthsthereafter. |
| October 22, 2021 | Options | 750,000 | 0.53 | 25% after 6 months, 25% each 6 months thereafter. |
ESCROWED SECURITIES
To the Company’s knowledge, as at December 31, 2021, no securities of the Company were held in escrow or were subject to contractual restriction on transfer.
DIRECTORS AND OFFICERS
As of the date of this AIF, the Board consists of seven directors. Each director will hold office until the next annual general meeting of the Company or until his successor is elected or appointed, unless his or her office is earlier vacated in accordance with the consenting documents of the Company or the provisions of the BCBCA.
The following table sets forth the names, residency and office of each director and executive officer of the Company as at the date hereof:
| Name, position with the Company, province or state and country of residence |
Principal occupation for the past five years | Director/officer of the Company since |
|---|---|---|
| Robert Bruggeman Director, Guanacaste, Costa Rica(1) |
President & CEO of Canstar Resources Inc. | June 14, 2018 |
| Hernan Zaballa(2)(3) Director, Buenos Aires, Argentina |
Lawyer and Senior Partner, Zaballa Carchio Abogados |
April 24, 2017 |
| Sam Leung(3)(4) Director,Ontario,Canada |
Vice President, Corporate Development, of Adventus MiningCorp. |
December 18, 2019 |
| Jens Mayer(1)(2)(4) Director,Ontario,Canada |
Principal with INFOR Financial Inc. | December 18, 2019 |
| Flora Wood(1)(3)(4) Director, Ontario, Canada |
Director, Investor Relations of Altius Minerals Corp. |
December 18, 2019 |
| Nicholas Teasdale(2)(4) Director, Grand Cayman, Cayman Islands |
Vice President, Mining Evaluations at Wheaton Precious Metals International Ltd. |
November 30, 2020 |
| Stephen Gatley(4) Director, West Sussex, United Kingdom |
Retired | October 18, 2021 |
29
| Name, position with the Company, province or state and country of residence |
Principal occupation for the past five years | Director/officer of the Company since |
|---|---|---|
| John Miniotis Chief Executive Officer, Florida,United States |
Chief Executive Officer of the Company since December 2019. Prior thereto, Mr. Miniotis was interim CEO of Aethon. |
December 19, 2019 |
| Carlos Pinglo Chief Financial Officer and Corporate Secretary, Ontario, Canada |
Chief Financial Officer of the Company since December 2019. Mr. Pinglo also serves as Chief Financial Officer at Li-Metal Corp. (formerly Eurotin Inc.). Prior thereto, Mr. Pinglo was Chief Financial Officer of Aethon. |
December 19, 2019 |
| David O’Connor Chief Geologist, Salta, Argentina |
Chief Geologist of the Company since December 2019. Prior thereto, Mr. O’Connor was Chief Geologist of Aethon. |
December 19, 2019 |
| Klaus Zalewski Senior Vice-President, Projects, Salta,Argentina |
Senior Vice President, Projects to the Company since February 2022. |
February 1, 2022 |
(1) Member of the Audit Committee
(2) Member of the Compensation Committee
(3) Member of the Corporate Governance and Nomination Committee
(4) Independent Director
As at the date hereof, the directors and executive officers of the Company as a group beneficially own, directly and indirectly, or exercise control or direction over, an aggregate of 13,059,613 Common Shares, representing approximately 2.5% of the outstanding Common Shares.
Cease Trade Orders, Bankruptcies, Penalties or Sanctions
No director or executive officer of the Company is, as of the date of this AIF, or was within ten years before the date of this AIF, a director, chief executive officer or chief financial officer of any company (including the Company), that:
-
(a) was the subject of a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days (an “ order ”) that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or
-
(b) was subject to an order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.
Except as disclosed herein, no director or executive officer of the Company, or a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company:
- (a) is, as of the date of this AIF, or has been within the ten years before the date of this AIF, a director or executive officer of any company (including the Company) that, while that person was acting in
30
that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or;
- (b) has, within ten years before the date of this AIF, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or become subject to or instituted any proceedings, arrangement, or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder.
No director or executive officer of the Company, or a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company has been subject to:
-
(a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
-
(b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.
Conflicts of Interest
The Company confirms that there are currently no existing material conflicts of interest between AbraSilver or a subsidiary of AbraSilver and any director or officer of AbraSilver or of a subsidiary of AbraSilver. Other than with respect to the involvement of certain directors of the Company in other mining companies, there are no potential material conflicts of interest between AbraSilver or a subsidiary of AbraSilver and any director or officer of AbraSilver or of a subsidiary of AbraSilver.
LEGAL PROCEEDINGS AND REGULATORY ACTIONS
Legal Proceedings
To the Company's knowledge, there are no legal proceedings or regulatory actions material to the Company to which it is a party, or was a party to, or that any of its property is the subject matter of, or was the subject matter of, in the previous financial year, and no such proceedings or actions are known by the Company to be contemplated.
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
Management of the Company is not aware of any material interest, direct or indirect, of any of the following persons or companies in any transaction within the three most recently completed financial years or during the current financial year that has materially affected or is reasonably expected to materially affect the Company:
-
a director or executive officer of the Company;
-
a person or company that beneficially owns, or controls or directs, directly or indirectly, more than 10% of any class or series of the Company’s outstanding voting securities; and
31
- an associate or affiliate of any of the persons or companies referred to in (a) or (b) above.
TRANSFER AGENT AND REGISTRAR
The Company’s registrar and transfer agent is TSX Trust Company located at 100 Adelaide Street West, Suite 301, Toronto, Ontario M5H 4H1.
MATERIAL CONTRACTS
The only contract that is material to the Company and that was entered into during the financial year ended December 31, 2021, or before the most recently completed financial year that is still in effect as of the date of this AIF, other than contracts entered into during the ordinary course of business, is the second amended and restated share purchase agreement among SSR Mining Inc., Huayra Minerals Corporation, the Company and Fitzcarraldo Ventures Inc. dated as of March 21, 2017, as amended on December 31, 2017, and as further amended on September 11, 2019. A copy of such material contract is available on SEDAR under the Company’s profile.
INTEREST OF EXPERTS
The qualified persons responsible for reviewing the Diablillos Technical Report are Luis Rodrigo Peralta and Joseph M. Keane.
Crowe Mackay LLP (“ Crowe ”) are the auditors of the Company who have prepared the auditors’ report in respect of AbraSilver’s annual financial statements for the fiscal year ended December 31, 2021. Crowe has confirmed that it is independent with respect to the Company within the meaning of the Code of Professional Conduct of the Chartered Professional Accountants of British Columbia.
To the knowledge of the Company, no person or company who is an expert and whose profession or business gives authority to a statement made by the person or company and who is named as having prepared or certified a part of this AIF, or prepared or certified a report or valuation described or included in this AIF, beneficially owns more than 1% of the issued and outstanding Common Shares.
ADDITIONAL INFORMATION
Additional information relating to the Company may be found on SEDAR at www.sedar.com. Additional information including directors’ and officers’ remuneration and indebtedness, principal holders of the Company’s securities, and securities authorized for issuance under equity compensation plans, if applicable, is contained in the Management Information Circular. Additional financial information is provided in the Company’s financial statements and management discussion & analysis for its most recently completed financial year. The section entitled “Audit Committee Disclosure” contained in the Management Information Circular together with Appendix A to the Management Information Circular, which has been filed on SEDAR, contains the information about the Company’s Audit Committee required by Section 6.2 of Multilateral Instrument 52-110 – Audit Committees .
32