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Los Andes Copper Ltd. — Management Reports 2021
Jan 29, 2021
44322_rns_2021-01-28_921e4a74-f921-4ea8-983a-e8622528b9b4.pdf
Management Reports
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LOS ANDES COPPER LTD. Management's Discussion and Analysis (“MD&A”) For the Year Ended September 30, 2020
All figures expressed in Canadian Dollars except where noted
The following discussion and analysis of the results of operations and financial position of Los Andes Copper Ltd. (“Los Andes”) together with its subsidiaries (collectively, the “Company”), is prepared as of January 28, 2021 and should be read in conjunction with the Company’s audited consolidated financial statements and related notes for the year ended September 30, 2020 (“fiscal 2020”) and September 30, 2019 (“fiscal 2019”).
The financial information presented herein is expressed in Canadian dollars, except where noted.
The Company’s financial statements are reported under International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”).
Company Overview
Los Andes is a Canadian exploration and development company focused on the acquisition, exploration and development of advanced stage copper deposits in Latin America. The Company owns 100% of the Vizcachitas copper, molybdenum and silver porphyry project, located 120 km north of Santiago, Region V, Chile.
The Vizcachitas copper resource is comprised of 11.2 billion pounds measured and indicated and 5.9 billion pounds inferred. It is one of the largest undeveloped copper projects in South America not controlled by majors.
Los Andes is listed on the Toronto Venture Exchange under the ticker LA.
Los Andes also has ownership of non-consumptive water rights over a section of the Rocin River, Putaendo, Fifth Region, Chile, together with the engineering and other studies and reports for the development of a runof-river hydroelectric power generation facility (the “Hydroelectric Facility”) on the Rocin River.
Effective August 26, 2020 the Company completed a share consolidation on a 10:1 basis. All historical figures in this MD&A and the consolidated financial statements have been re-stated to reflect this consolidation.
Overall Performance
During the year ended September 30, 2020, the Company had a net loss of $1,887,064 or $0.07 per share, compared to a loss of $775,987 or $0.03 per share during the year ended September 30, 2019. During the year ended September 30, 2020, the Company received $8,403,475 of cash pursuant to the Royalty Purchase Agreement.
At September 30, 2020, the Company has a cash balance of $3,992,856 (2019 - $1,390,162) and working capital of $5,449,663 (2019 - $640,631).
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LOS ANDES COPPER LTD. Management’s Discussion and Analysis For the Year Ended September 30, 2020
Selected Annual Information
The following is a summary of certain selected audited consolidated financial information of the Company for the years ended September 30, 2020, 2019 and 2018:
| 2020 | 2019 | 2018 | |
|---|---|---|---|
| $ | $ | $ | |
| Total revenue | - | - | - |
| Net loss | (1,887,064) | (775,987) | (2,217,928) |
| Basic and diluted loss | |||
| per share | (0.07) | (0.03) | - |
| Total assets | 89,698,093 | 92,893,548 | 95,699,274 |
| Total long-term liabilities | 9,350,260 | 8,720,266 | 8,570,657 |
| Dividends declared | - | - | - |
The Vizcachitas Property
In 2007, the Company acquired all of the issued and outstanding shares of Vizcachitas Limited which at the time owned, a majority of the claims making up the Vizcachitas Property. Vizcachitas Limited owned 51% of the shares of San José SLM which owned the San José mining concessions (the “SJ Concession”) and an additional 35 mining rights and concessions (the “Initial Properties”) that comprised part of the Vizcachitas Property. In 2010, the Company completed the consolidation of the Vizcachitas Property through the acquisition from Turnbrook Corporation (“TBC”) of all of the issued and outstanding securities of Gemma Properties Group Limited (“Gemma”), who indirectly owned 49% of the issued and outstanding shares of the San Jose SLM. With this transaction, the entire resource contained in the Vizcachitas Property came under unified ownership.
At September 30, 2020, the Company owns 52 exploitation mining concessions covering 10,771 hectares and 130 exploration claims covering a combined total of 36,800 hectares (including the Initial Properties) and is obligated to Net Smelter Returns (“NSR”) royalty payments calculated on the basis of a production royalty from minerals produced at the Initial Properties of 2% on any surface production and 1% on any underground production.
In 2014, TBC and Turnbrook Mining Limited ("TBML") entered into a subscription agreement whereby TBC subscribed for common shares in the capital of TBML for consideration consisting of all of the common shares in the capital of the Company owned by TBC at that date. As at September 30, 2020, TBML owns a total of 14,373,614 or approximately 52.9% of the common shares of the Company. TBC is the controlling shareholder of TBML, and TBC no longer has direct ownership of any of the Company’s common shares.
Royalty Purchase Agreement
On December 3, 2019, the Company entered into a Royalty Purchase Agreement (the "RPA") and a Net Smelter Returns Royalty Agreement (the "RA") with RCF VI CAD LLC ("RCF"), a limited liability corporation in the State of Delaware. Pursuant to the Agreements, the Company will receive US$8 million as consideration for future payments calculated on the basis of a production royalty (“Royalty”) from minerals produced from the SJ Concession that forms part of the Company's Vizcachitas Property. The purchase price is receivable as follows:
-
US$500,000 ($658,475) on December 13, 2019;
-
US$1,000,000 ($1,168,590) on January 7, 2020;
-
US$1,625,000 ($2,303,991) on March 30, 2020;
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US$812,500 ($1,103,757) on June 30, 2020;
-
US$812,500 ($1,089,791) on July 31, 2020;
-
US$1,625,000 ($2,158,895) on September 30, 2020; and
-
US$1,625,000 ($2,238,125) included in receivables at September 30, 2020 and was received subsequent to year end.
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LOS ANDES COPPER LTD. Management’s Discussion and Analysis For the Year Ended September 30, 2020
The proceeds of $10,721,624 net of $80,024 in finder’s fees and $277,387 in transaction expenses reimbursed to RCF have been accounted for as a recovery of costs incurred on the Vizcachitas Property (Note 7).
The Company will use the proceeds as described in the RPA budget, which includes the advancement of the pre-feasibility study and the baseline for the environmental approval package of the Vizcachitas Property. No material change can be made to the use of proceeds without the prior written consent of RCF.
As long as RCF (or its associates or affiliates) holds all or any part of the Royalty, or holds, directly or indirectly (including through TBML), common shares or securities convertible into common shares representing not less than 10% of the Company’s issued and outstanding common shares (on a partially diluted basis), RCF has a right of first offer to provide future royalty or stream financing in relation to new claims that may subsequently form part of the Vizcachitas Property or in respect of claims currently forming part of the Vizcachitas Property where the Company or any of its affiliates has bought back all or part of a currently existing royalty, subject to the terms as described.
Pursuant to the RA, the Company will make payments to RCF on the basis of an NSR of 0.49% for underground production and 0.98% for open pit production on the SJ Concession. Following this transaction, the overall NSR level of the Initial Properties, including the SJ Concession, covering the mineral resources of the Vizcachitas Property is 2% for open pit mining methods and 1% for underground mining methods.
The obligations of the Company under the RA are guaranteed by the Company’s subsidiary Sociedad Legal Minera San Jose Uno De Lo Vicuna, El Tartaro Y Piguchen De Putanendo (the “Guarantor”), with the guarantee being secured by a mortgage and charge over and against mining rights and mineral properties (as defined) and any related proceeds, governed by the laws of Chile and granted by the Guarantor in favour of RCF, subject to existing obligations of the Company and the Guarantor.
Existing Royalty Purchase Agreement
On May 15, 2020, the Company entered into a Contract of Promise of Sale (the “Existing Royalty Purchase Agreement” or “ERPA”) with a group of individuals in Chile to purchase the existing royalty applied to the sale of all locatable minerals produced from certain concessions that form part of the Initial Properties for a purchase price ranging from US$6,800,000 to US$7,600,000. The purchase price is payable as follows:
-
US$1 000,000 ($1,363,360) paid on May 15, 2020; and at the option of the Company:
oUS$5,800,000 by May 15, 2021 for a purchase price of US$6,800,000; or -
US$2,500,000 by May 15, 2021 and US$3,600,000 by May 15, 2022 for a total purchase price of US$7,100,000; or
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US$2,500,000 by May 15, 2021, US$2,300,000 by May 15, 2022 and US$1,800,000 by November 15, 2022 for a total purchase price of US$7,600,000.
Second Royalty Purchase Agreement
On June 25, 2020, the Company entered into a Royalty Purchase Agreement (“RPA 2”) with RCF and Vizcachitas Limited (“VL”) and VL entered into a Net Smelter Returns Royalty Agreement ("RA 2") with RCF. Pursuant to RPA 2, the Company will receive US$9,000,000 as consideration for future payments calculated on the basis of a royalty of 2.00% NSR for open pit operations and a 1.00% NSR for underground operations from minerals produced from certain concessions that form part of the Initial Properties (“Royalty 2”). The Company can receive up to an additional US$5 million in the event that RCF sells Royalty 2 prior to commencement of commercial production of the Vizcachitas Property. The purchase price is receivable as follows:
-
US$1,000,000 ($1,363,360) received on June 25, 2020;
-
US$4,000,000 on or before the 15[th] business day prior to the first anniversary of the ERPA; and
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US$4,000,000 on or before the 15[th] business day prior to the second anniversary of the ERPA.
The Company will direct RCF to pay US$2.5 million and US$3.6 million of the second and third purchase
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LOS ANDES COPPER LTD. Management’s Discussion and Analysis For the Year Ended September 30, 2020
price payments, respectively, into trust for payment to the specified payees on the second and third anniversary dates of the ERPA.
In the event that RCF sells Royalty 2 (other than by a sale or transfer to an affiliate of RCF) prior to RCF making the second and/or third purchase price payments, the due dates for the payments will be accelerated to the closing date of the RCF sale. The ERPA also stipulates that the due dates for any outstanding payments will be accelerated so that they are also due 15 business days after the closing date of the RCF sale.
In the event of an RCF sale prior to the commencement of commercial production of the Vizcachitas Project by VL or an affiliate, RCF will pay a contingent royalty purchase price as follows:
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if the resale price is equal to or less than US$9 million – US$Nil; or
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if the resale price is greater than US$9 million – the resale price less US$9 million plus a 10% annual return on each purchase price payment, accruing from the date of payment.
Provided that the amount paid will not exceed US$5 million and no amount is payable if the RCF resale follows the commencement of commercial production.
The Company will use the resale proceeds to make the payments required to complete the purchase of the royalty pursuant to the ERPA. Any excess proceeds from the US$9 million purchase price will go towards the development of the mineral properties (as defined) in consultation with RCF. No material change can be made to the use of proceeds without the prior written consent of RCF.
The Company will cancel the royalty in the ERPA within 60 days following the date the royalty is fully or partially purchased pursuant to the ERPA, and Royalty 2 will be the only existing royalty over the mineral properties.
The right of first offer to provide future royalty or stream financing as described in the RPA above applies to RPA 2.
Pursuant to RA 2, VL will make payments to RCF on the basis of an NSR of 1% from the sale or other disposition of all locatable minerals produced from the properties by underground production and 2% from surface production. VL is not required to pay the royalty until such time as the amount otherwise payable under the royalty exceeds the positive difference, if any, between US$5 million and any contingent royalty price paid by RCF.
If the mining operations of the Company and its affiliates commence in, or predominantly shift to, a different area of the project than that identified in the June 13, 2019 Preliminary Economic Assessment of the Vizcachitas Project, RFC has the option to:
-
sell Royalty 2 to VL for an amount equal to four times the US$9 million purchase price less the aggregate amount of royalty payments received by RCF as of the date of the change of production focus; or
-
if RCF has not yet received US$36 million, swap Royalty 2 for a new royalty consistent with the terms of RPA 2 over the newly proposed development areas at a valuation equal to the valuation of Royalty 2 (having regard to royalty payments made to such date).
The obligations of VL under RA 2 are guaranteed by the Company and CMVH (the “Guarantors”), with the guarantee being secured by a mortgage and charge over and against mining rights and mineral properties (as defined) and any related proceeds, governed by the laws of Chile and granted by CMVH in favour of RCF, subject to existing obligations of the Company and the Guarantor.
Drilling Permits
On April 27, 2020, the Company received environmental approval from the Regional Environmental Committee (Comision de Evaluacion Ambiental) for drilling to be carried out at the Vizcachitas project over the next four years. The approval contemplates up to 350 drilling holes to be completed on up to 124 platforms.
During the year ended September 30, 2020 the Court of Appeals of Valparaiso, the region where the Vizcachitas property is located, granted a motion against the Servicio de Evaluación Ambiental (Environmental
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LOS ANDES COPPER LTD. Management’s Discussion and Analysis For the Year Ended September 30, 2020
Evaluation Service, “SEA”) in which the Court instructs the SEA to conduct a public consultation process before finalizing the evaluation process of the environmental permit received by the Company on April 27, 2020. Though the Company is not party to this dispute, the ruling may impact the timing of the upcoming drilling program if the SEA moves to conduct public consultations as instructed by the Court of Appeals and/or appeals the ruling before the Supreme Court.
The timing of the drilling will depend on the actions taken by the SEA and the outcome of those actions, which could delay drilling by an estimated six to eight months. A delay in drilling would ultimately lead to a delay in completion of the Pre-Feasibility Study. The Company does not anticipate the potential delay to impact the overall timing for the development of the Vizcachitas Project.
Subsequent to September 30, 2020, the public participation process (“PPP”) for the permitting of the drilling campaign was successfully finalized. SEA together with the Company held several in-person presentations throughout the different communities of Putaendo. The SEA will review and compile the comments and questions raised during the PPP and send them to the Company, which is expected to address them formally by March 13, 2021. Once this process is completed, the environmental permit application is resubmitted for voting to the Regional Environmental Committee (Comision de Evaluacion Ambiental).
Rocin River Hydrolectric Project
In 2014, the Company acquired from TBML non-consumptive water rights over a section of the Rocin River, Putaendo, Fifth Region, Chile, together with the engineering and other studies and reports for the development of a hydroelectric facility (the “Hydroelectric Facility”). Consideration for the acquisition consisted of 3,750,000 Los Andes shares, valued at a share price of $2.20, for total consideration of $8,250,000.
The Rocin River water rights and associated studies are indirectly held by the Company’s subsidiary Rocin SPA (“Rocin”). In 2014, Rocin entered into an agreement (the “Agreement”) with Icafal Inversiones S.A. (“Icafal”) for the development and financing of the Hydroelectric Facility with an expected installed capacity of 28 to 30 MW on the Rocin River. Rocin in turn incorporated a subsidiary (the “Rocin Subsidiary”) to own, develop, build and operate the Hydroelectric Facility. At September 30, 2020, the Company held 100% of the issued and outstanding shares of the Rocin Subsidiary.
In 2017, Rocin and Icafal terminated the Agreement, and all studies and work performed by Icafal or by third parties retained by Icafal to the termination date were transferred to Rocin. These studies and work were transferred at no cost to Rocin, except for the reimbursement of $39,744, which represented approximately 19.8% of the work performed towards the environmental study as of the termination date. The termination of the Agreement provides that if any of the studies prepared by third parties are used by Rocin in the development of the Hydroelectric Facility, then Rocin shall reimburse Icafal the cost paid by Icafal to the third party of such study once the Hydroelectric Facility is in operation. The determination of whether a study should be reimbursed shall be made by Rocin at its sole discretion.
Vizcachitas Project Description
The Vizcachitas Property includes a porphyry copper-molybdenum deposit that offers potential for a low strip, open pit operation in an area of low elevation with excellent infrastructure, including water and power in central Chile. The Vizcachitas deposit occurs in the same metallogenic belt as the large copper- molybdenum porphyries Rio Blanco-Los Bronces, Los Pelambres-El Pachon and El Teniente.
On June 5, 2019, the Company filed an updated Preliminary Economic Assessment (PEA) and a new resource estimate on the Vizcachitas Project. This PEA included all the drilling results from the 2015-2017 drilling campaigns and the results of this study showed a significant improvement in both the mineral resources and the project economics when compared to the 2014 PEA.
The PEA was prepared by Tetra Tech Chile S.A. The PEA can be accessed under the Company’s www.sedar.com profile, and the PEA and additional information about the Vizcachitas project are available on the Company's website at www.losandescopper.com.
The PEA considered an open pit mine and concentrator plant that produces copper and molybdenum concentrates. The PEA evaluated three cases with mill throughputs of 55 ktpd, 110 ktpd and 200 ktpd. The 110 ktpd case has been recommended to advance into pre-feasibility. This case not only delivers the best economic results, with an After-Tax NPV 8% of US$ 1.8 billion, an IRR of 20.77% and a payback period of 3.4 years, but also optimizes the mining and technical aspects for a mineral deposit of the size of Vizcachitas.
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LOS ANDES COPPER LTD. Management’s Discussion and Analysis For the Year Ended September 30, 2020
The PEA demonstrated that the 110 ktpd case project has an After-Tax NPV 8% of US$ 1.8 billion and IRR of 20.77% at US$ 3.00/lb Copper. A Payback period of 3.4 years from initial operations; 5.4 years from initial construction 45-year mine life. The C1 Cash Cost (net of by-product credits) of US$ 1.36/lb for first 8 years of operation; US$ 1.58/lb for LOM. The mineral resources increased to 1,284 million tonnes of Measured and Indicated Resources with a 0.45% CuEq grade and 0.40% Cu grade (at 0.25% Cu cut-off grade). The Measured Resources are 46% of the projected mill feed for the first 10 years of operation for the recommended case.
The highlights from the PEA are summarised in the table below.
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The Vizcachitas Project is a mineralized copper-molybdenum porphyry system associated with a complex of hydrothermal breccias and porphyries within Miocene volcanic rocks. Five different drilling campaigns have been undertaken on the property from 1993 to date. A total of 165 diamond drill holes have been drilled, with a total of 52,256 m. The drilling carried out in 2015–2016 and 2017 confirmed the new geological models and showed the importance of the early diorite porphyry and hydrothermal breccias in controlling the higher-grade mineralization of the deposit. The new geological model also defined a near surface higher-grade supergene enriched mineralization outlining an area of 400 by 400 metres where all the drill holes have average supergene grades of greater than 0.5% Cu.
The mineral resources are contained within an open pit shell to demonstrate the prospects of eventual economic extraction. Only blocks within the Whittle pit shell are included in the mineral resources. The mineral resources are reported below.
| Measured | Measured | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Cut-Off (Cu %) |
Tonnage (Mt) |
Cu (%) |
Mo (ppm) |
Ag (ppm) |
CuEq (%) |
Cu (Mlb) |
Mo (Mlb) |
Ag (Moz) |
CuEq (Mlb) |
| 0.15 | 282.33 | 0.415 | 116.3 | 1.22 | 0.464 | 2,583 | 72 | 11.1 | 2,888 |
| 0.20 | 270.80 | 0.426 | 118.4 | 1.24 | 0.475 | 2,543 | 71 | 10.8 | 2,836 |
| 0.25 | 254.40 | 0.439 | 119.2 | 1.26 | 0.489 | 2,462 | 67 | 10.3 | 2,743 |
| 0.30 | 221.85 | 0.463 | 118.2 | 1.30 | 0.513 | 2,264 | 58 | 9.3 | 2,509 |
| 0.35 | 180.95 | 0.495 | 117.4 | 1.35 | 0.546 | 1,975 | 47 | 7.9 | 2,178 |
| 0.40 | 140.40 | 0.531 | 117.0 | 1.42 | 0.582 | 1,644 | 36 | 6.4 | 1,801 |
| 0.45 | 101.73 | 0.574 | 115.9 | 1.50 | 0.625 | 1,287 | 26 | 4.9 | 1,402 |
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LOS ANDES COPPER LTD. Management’s Discussion and Analysis For the Year Ended September 30, 2020
| Indicated | Indicated | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Cut-Off (Cu %) |
Tonnage (Mt) |
Cu (%) |
Mo (ppm) |
Ag (ppm) |
CuEq (%) |
Cu (Mlb) |
Mo (Mlb) |
Ag (Moz) |
CuEq (Mlb) |
| 0.15 | 1,430.59 | 0.332 | 133.4 | 0.91 | 0.384 | 10,471 | 421 | 41.9 | 12,111 |
| 0.20 | 1,239.16 | 0.357 | 140.6 | 0.96 | 0.412 | 9,753 | 384 | 38.2 | 11,255 |
| 0.25 | 1,029.67 | 0.385 | 146.9 | 1.00 | 0.442 | 8,740 | 333 | 33.1 | 10,034 |
| 0.30 | 784.35 | 0.421 | 154.5 | 1.04 | 0.481 | 7,280 | 267 | 26.2 | 8,317 |
| 0.35 | 549.21 | 0.463 | 159.9 | 1.09 | 0.526 | 5,606 | 194 | 19.2 | 6,369 |
| 0.40 | 359.56 | 0.513 | 159.3 | 1.14 | 0.575 | 4,066 | 126 | 13.2 | 4,558 |
| 0.45 | 249.22 | 0.555 | 156.5 | 1.20 | 0.617 | 3,049 | 86 | 9.6 | 3,390 |
| Inferred | Inferred | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Cut- Off (Cu %) |
Tonnage (Mt) |
Cu (%) |
Mo (ppm) |
Ag (ppm) |
CuEq (%) |
Cu (Mlb) |
Mo (Mlb) |
Ag (Moz) |
CuEq (Mlb) |
| 0.15 | 1,635.15 | 0.264 | 111.4 |
0.76 |
0.308 | 9,517 | 402 | 40.0 | 11,103 |
| 0.20 | 1,252.87 | 0.294 | 118.3 |
0.82 |
0.340 | 8,121 | 327 | 33.0 | 9,391 |
| 0.25 | 788.82 | 0.337 | 127.0 |
0.88 |
0.386 | 5,861 | 221 | 22.3 | 6,713 |
| 0.30 | 486.94 | 0.381 | 135.6 |
0.96 |
0.434 | 4,090 | 146 | 15.0 | 4,659 |
| 0.35 | 255.39 | 0.436 | 144.1 |
1.03 |
0.493 | 2,455 | 81 | 8.5 | 2,776 |
| 0.40 | 135.60 | 0.497 | 138.5 |
1.11 |
0.553 | 1,486 | 41 | 4.8 | 1,653 |
| 0.45 | 70.89 | 0.567 | 140.6 |
1.31 |
0.625 | 886 | 22 | 3.0 | 977 |
| Measured + Indicated | Measured + Indicated | Measured + Indicated | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Cut- Off (Cu %) |
Tonnage (Mt) |
Cu (%) |
Mo (ppm) |
Ag (ppm) |
CuEq (%) |
Cu (Mlb) |
Mo (Mlb) |
Ag (Moz) |
CuEq (Mlb) |
| 0.15 | 1,712.92 | 0.346 | 130.6 | 0.96 | 0.397 | 13,054 | 493 | 53.0 | 14,999 |
| 0.20 | 1,509.96 | 0.369 | 136.6 | 1.01 | 0.423 | 12,296 | 455 | 49.0 | 14,091 |
| 0.25 | 1,284.06 | 0.396 | 141.4 | 1.05 | 0.451 | 11,202 | 400 | 43.4 | 12,777 |
| 0.30 | 1,006.20 | 0.430 | 146.5 | 1.10 | 0.488 | 9,544 | 325 | 35.5 | 10,826 |
| 0.35 | 730.16 | 0.471 | 149.4 | 1.15 | 0.531 | 7,581 | 241 | 27.1 | 8,547 |
| 0.40 | 499.96 | 0.518 | 147.4 | 1.22 | 0.577 | 5,710 | 162 | 19.6 | 6,359 |
| 0.45 | 350.95 | 0.561 | 144.7 | 1.29 | 0.619 | 4,336 | 112 | 14.5 | 4,792 |
Notes
-
Copper equivalent grade has been calculated using the following expression: CuEq (%) = Cu (%) + 3.33 x Mo (%) + 82.6389 x Ag (%), using the metal prices: 3.00 USD/lb Cu, 10.00 USD/lb Mo and 17.00 USD/oz Ag. No allowance for metallurgical recoveries has been considered
-
Small discrepancies may exist due to rounding errors.
-
The quantities and grades of reported Inferred Mineral Resources are uncertain in nature and further exploration may not result in their upgrading to Indicated or Measured status.
-
Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability
The Vizcachitas Project has been the subject of several metallurgical test programmes to determine the process flow sheet and expected recoveries. The main conclusions of the test work programmes are that the results of the flotation tests showed both high grade copper concentrates and high recoveries of both copper
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LOS ANDES COPPER LTD. Management’s Discussion and Analysis For the Year Ended September 30, 2020
and molybdenum are achievable. The results suggest that the rougher flotation recoveries are not significantly impacted by the P80 on the range analyzed and, on this basis, a coarser primary grind P80 of 240 μm is proposed. The results of the cleaner flotation tests indicated that three cleaner stages should be considered to achieve a high final concentrate grade. Based on the flotation tests, overall recoveries of 91% copper and 75% molybdenum can be expected.
As part of the PEA long-term mine plan study was conducted, which shows the production scenarios defined for the concentrator for each of the mill throughput cases. The mine plans are strategic and aimed at optimizing the cut-off grade profiles to obtain the best economic value. The analysis considered a wide array of mine capacity possibilities and the adjustment of stockpile cut-off grades.
The following table summarizes the material moved for each case, including mill feed, waste and the rehandling of stockpiles.
| Case | Mine life (Years) |
Mill feed (Mt) |
Waste (Mt) |
W/O (Ratio) |
Total incl. rehandling (Mt) |
|---|---|---|---|---|---|
| 55 ktpd | 59 | 1,109 | 1,102 | 0.99 | 2,626 |
| 110 ktpd | 45 | 1,665 | 2,170 | 1.31 | 4,263 |
| 200 ktpd | 30 | 1,939 | 2,654 | 1.37 | 5,056 |
Capital cost estimates for the PEA were comprised of the following: direct cost of construction and assembly, indirect costs of project, contingency estimation based on direct cost, plus indirect cost, sustaining capital, deferred capital. After incorporating the recommended contingency, the capital cost estimate is considered to have a level of accuracy of +/-35%.
The following table summarizes the initial, sustaining and deferred capital requirements of the Vizcachitas Project for the different development cases.
Capital Cost Summary (Nominal values)
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For the PEA the operating costs were estimated for the operating areas of Mining, Process Plant, Infrastructure and Administration. Costs were reported under subheadings related to the function of each of the areas identified. The operating cost estimates are based on long term power prices of US$ 45 /MWh and US$ 1.00 /l for diesel fuel. Based on the assumption listed in the PEA, the operating costs are considered to have an accuracy of ± 35%. All unitary operating costs are expressed in processed tonnes.
The following tables summarize the average unit operating cost by area for the Life-of-Mine (LOM).
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LOS ANDES COPPER LTD. Management’s Discussion and Analysis For the Year Ended September 30, 2020
| Description | Case 55 ktpd |
Case 110 ktpd |
Case 200 ktpd |
|---|---|---|---|
| Mine (*) | 3.59 | 4.40 | 4.72 |
| Plant | 5.11 | 4.92 | 4.70 |
| Infrastructure | 0.18 | 0.18 | 0.18 |
| Administration | 0.18 | 0.19 | 0.19 |
| Total (USD/t) | 9.06 | 9.70 | 9.79 |
- (*) Mine costs include the strip ratio for the LOM
The PEA C-1 cash costs were calculated using the economic model cash flow forecast values including total operating costs, mining royalty and third party NSR cost, treatment costs, refining costs and transportation costs and revenue from molybdenum and silver.
To calculate the cash cost per pound of copper, total expenses (operating cost, NSR / royalty, and TCs, RCs, and transportation) less total revenue from molybdenum and silver were divided by the number of pounds of copper to be sold over the life of mine. The average life of mine cash cost is shown below.
| Description | Unit | 55 ktpd | 110 ktpd | 200 ktpd |
|---|---|---|---|---|
| OperatingCosts | kUSD | 10,097,016 | 15,268,600 | 17,469,645 |
| NSR | kUSD | 434,760 | 620,835 | 696,754 |
| Royalty | kUSD | 641,679 | 790,004 | 819,253 |
| TC/RC | kUSD | 1,958,779 | 2,785,373 | 3,123,334 |
| Transportation | kUSD | 727,768 | 1,034,882 | 1,160,448 |
| Total Cash Cost w/o Credits | kUSD | 13,860,001 | 20,499,695 | 23,269,434 |
| Molybdenum and Silver Credit | kUSD | 2,068,426 | 3,071,756 | 3,473,998 |
| Total Cash Cost w/ Credits | kUSD | 11,791,575 | 17,427,938 | 19,795,437 |
| Total Copper to be Sold | Mlb | 7,742,210 | 11,009,381 | 12,345,195 |
| Life of Mine Cash Cost | ||||
| Average Cu Cash Cost w/o Mo-Ag Credit | USD/lb | 1.79 | 1.86 | 1.88 |
| Average Cu Cash Cost w/ Mo-Ag Credit | USD/lb | 1.52 | 1.58 | 1.60 |
The PEA was authored by independent Qualified Persons and prepared in accordance with NI 43-101. The authors of the PEA were:
-
Severino Modena, Tetra Tech, Member of Chilean Mining Commission
-
José Luis Fuenzalida, Tetra Tech, Member of Chilean Mining Commission
-
Mario Riveros, Tetra Tech, Member of Chilean Mining Commission
Antony J. Amberg, M.Sc., CGeol., a qualified person as defined by NI 43-101, supervised the preparation of the technical information in this MD&A.
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LOS ANDES COPPER LTD. Management’s Discussion and Analysis For the Year Ended September 30, 2020
| Total costs to September 30, 2018 $ Costs incurred in year ended Sept. 30, 2019 $ |
Total costs to Sept. 30, 2019 $ Costs incurred in year September 30, 2020 $ Total Costs to September 30, 2020 $ |
|---|---|
| VIZCACHITAS Acquisition costs 54,562,243 - |
54,562,243 - 54,562,243 |
| Water rights 5,945,768 - |
5,945,768 - 5,945,768 |
| VAT tax credits 2,352,063 126,885 |
2,478,948 110,459 2,589,407 |
| Deferred exploration Automobile and travel 456,473 96,789 Assaying 628,226 56,661 Camp rehabilitation, maintenance and security 2,161,353 431,322 Core handling and storage 32,914 - Drilling 5,355,087 19,911 Equipment and equipment rental 631,794 7,812 Exploration administration 3,358,046 1,274,400 Food and accommodation 366,087 14,867 Geological consulting 1,822,070 393,454 Other 85,663 13,419 Property & surface rights, taxes & tenure fees 1,465,143 206,483 Road repairs 34,105 13,451 Studies and other consulting 2,550,361 617,923 Subcontractors 1,269,366 - Supplies 664,422 88,582 Sustainable development 29,501 - |
553,262 71,735 624,997 684,887 21,600 706,487 2,592,675 466,228 3,058,903 32,914 - 32,914 5,374,998 - 5,374,998 639,606 2,564 642,170 4,632,446 1,652,511 6,284,957 380,954 3,084 384,038 2,215,524 161,803 2,377,327 99,082 79,453 178,535 1,671,626 191,477 1,863,103 47,556 - 47,556 3,168,284 1,428,952 4,597,236 1,269,366 - 1,269,366 753,004 93,338 846,342 29,501 - 29,501 |
| Total Deferred exploration 20,910,611 3,235,074 |
24,145,685 4,172,745 28,318,430 |
| Royalty agreement – SJ Concession - - |
- (10,364,213) (10,364,213) |
| Exchange rate differences (1,566,324) (2,433,914) |
(4,000,238) (2,246,672) (6,246,910) |
| 82,204,361 928,045 |
83,132,406 (8,327,681) 74,804,725 |
Financial Review
The Company incurred a net loss of $1,887,064 or $0.07 per share in fiscal 2020 (fiscal 2019: net loss of $775,987 or $0.03 per share). The Company incurred $1,274,433 in general and administrative expenses in fiscal 2020 (2019 - $739,878), of which the most significant expenses included consulting, salaries and management fees of $444,663 (2019 - $422,953), professional fees of $288,557 (2019 - $81,862) and shareholder communication of $158,231 (2019 - $72,211). The increase in professional fees was due to the royalty purchase agreements the Company entered into.
Also, in fiscal 2020 the Company recorded expenses of $6,657 incurred in connection with the Hydroelectric Project (2019 - expenses of $7,361).
The Company posted a foreign exchange loss of $101,624 in 2020 (2019 - gain of $85,032).
In fiscal 2020 the Company recorded deferred income tax expense of $504,350 (2019 - $149,609) in connection with adjustments to the Company’s deferred tax liability, which results from the difference between the carrying value in the financial statements and the tax basis of unproven mineral right interests.
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LOS ANDES COPPER LTD. Management’s Discussion and Analysis For the Year Ended September 30, 2020
Under other comprehensive loss, the Company recorded a loss in respect of a foreign exchange translation allowance of $2,011,381 in fiscal 2020 (2019 - loss of $2,320,783).
The Company incurred $4,172,745 in deferred exploration expenses, capitalized as unproven mineral right interests (2019 - $3,235,074).
The increase in loss for the year ended September 30, 2020 was primarily due to increased depreciation and interest expense associated with the adoption of IFRS 16 Leases, resulting in the Company capitalizing its office and warehouse leases. Additionally, the Company incurred professional fees of $288,557 (2019 - $81,862) as the Company completed the Royalty Agreements. During the year ended September 30, 2020 the Company recorded foreign exchange losses of $101,624 compared to a gain of $85,032 during the year ended September 30, 2019.
Fourth Quarter
The Company had a net loss of $894,943 for the quarter ended September 30, 2020 (2019 - $276,379). The most significant expenses in Q4 2020 were share-based compensation of $91,085, consulting, salaries and management fees of $107,514 and shareholder communications of $69,873. Shareholder communications increased due to the Company having entered into various agreements for investor relations during fiscal 2020.
SUMMARY OF QUARTERLY RESULTS
The following table sets out financial information for the past eight quarters:
| Three Months | Ended ($) | |||
|---|---|---|---|---|
| September 30, | June 30, | March 31, | December 31, | |
| 2020 | 2020 | 2020 | 2019 | |
| Net loss | (894,943) | (411,510) | (283,047) | (297,564) |
| Basic and diluted loss per share* | (0.03) | (0.02) | (0.01) | (0.01) |
| Three Months | Ended ($) | |||
| September 30, | June 30, | March 31, | December 31, | |
| 2019 | 2019 | 2019 | 2018 | |
| Net income (loss) | (276,379) | (335,582) | (248,682) | 84,656 |
| Basic and diluted loss per share* | (0.01) | (0.01) | (0.01) | - |
- No exercise or conversion is assumed during the periods in which a loss is incurred, as the effect is anti-dilutive.
Liquidity and Capital Resources
As at September 30, 2020, the Company had cash and cash equivalents of $3,992,856 and working capital of $5,449,663 compared to cash and cash equivalents of $1,390,162 and working capital of $640,631 at September 30, 2019.
The Company relies on equity placements to fund operations and its exploration program and from time to time has also borrowed funds to support working capital requirements.
During the year ended September 30, 2020, the Company received US$6,375,000 ($8,403,475) pursuant to the RA Agreements.
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LOS ANDES COPPER LTD. Management’s Discussion and Analysis For the Year Ended September 30, 2020
Transactions with Related Parties
As at September 30, 2020, the Company’s related parties consist of companies controlled by the Company’s President and Chief Executive Officer (“CEO”), the Company’s former and current Chief Financial Officer (“CFO”) and a Company director.
| Nature of Transaction | |
|---|---|
| Sociedad Cartografica Limitada | Geological Consulting |
| Mineral Consulting Services Ltd. | Consulting |
| Kasheema International Ltd. | Management |
| Delphis Financial Strategies Inc. | Management |
| Malaspina Consultants Inc. | Accounting |
The Company incurred the following fees in the normal course of operations with companies controlled by key management, including the Company’s Chief Executive Officer, Chief Financial Officer, and/or directors. Transactions have been measured at the exchange amount, which is the consideration determined and agreed to by the related parties.
| Years ended September 30 | ||
|---|---|---|
| 2020 | 2019 | |
| $ | $ | |
| Consulting, salaries, management and director’s fees | 443,156 | 426,418 |
| Geological fees | 242,099 | 238,902 |
| Professional fees (accounting) | 28,400 | - |
| 713,655 | 665,320 |
Included in trade and other payables as at September 30, 2020 is $32,728 (2019 - $85,917) owing to related parties. Amounts due to related parties are unsecured, non-interest bearing and due on demand.
The remuneration of members of key management during the years ended September 30, 2020 and 2019 is as follows:
| Years ended | September 30 | |
|---|---|---|
| 2020 | 2019 | |
| $ | $ | |
| Consulting, salaries, management, geological and | ||
| accounting fees | 691,072 | 644,903 |
| Share-based payments | 60,581 | 41,126 |
| 751,653 | 686,029 |
Accounting Policies
The Company uses the same accounting policies and methods of computation as in the annual consolidated financial statements for the year ended September 30, 2020 except as described below:
IFRS 16 Leases
The Company adopted all of the requirements of IFRS 16 Leases (“IFRS 16”) as of October 1, 2019. IFRS 16 replaces IAS 17 Leases (“IAS 17”). IFRS 16 provides a single lessee accounting model, requiring lessees to recognize assets and liabilities for all leases unless the lease term is 12 months or less or the underlying asset has a low value. The Company has adopted IFRS 16 using the modified retrospective application method, where the 2019 comparatives are not restated and a cumulative catch-up adjustment is recorded on October 1, 2019 for any differences identified, including adjustments to opening retained earnings balance. The Company chose to measure the right of use assets equal to the lease liability calculated for each lease on initial adoption, using a borrowing rate of 12%.
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LOS ANDES COPPER LTD. Management’s Discussion and Analysis For the Year Ended September 30, 2020
The following is the Company’s new accounting policy for leases under IFRS 16:
At inception of a contract, the Company assesses whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
Leases of right-of-use assets are recognized at the lease commencement date at the present value of the lease payments that are not paid at that date. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined, and otherwise at the Company’s incremental borrowing rate. At the commencement date, a right-of-use asset is measured at cost, which is comprised of the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any decommissioning and restoration costs, less any lease incentives received.
Each lease payment is allocated between repayment of the lease principal and interest. Interest on the lease liability in each period during the lease term is allocated to produce a constant periodic rate of interest on the remaining balance of the lease liability. Except where the costs are included in the carrying amount of another asset, the Company recognizes in profit or loss (a) the interest on a lease liability and (b) variable lease payments not included in the measurement of a lease liability in the period in which the event or condition that triggers those payments occurs. The Company subsequently measures a right-of-use asset at cost less any accumulated depreciation and any accumulated impairment losses; and adjusted for any remeasurement of the lease liability. Right-of-use assets are depreciated over the shorter of the asset’s useful life and the lease term, except where the lease contains a bargain purchase option a right-of-use asset is depreciated over the asset’s useful life.
The Company has elected to include non-lease components related to premises leases in the determination of the lease liability. The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a lease term of twelve-months or less and leases of low-value assets. The lease payments associated with these leases are charged directly to income on a straight-line basis over the lease term.
Critical Accounting Estimates
The Company’s significant accounting policies are summarized in Note 4 of its audited consolidated financial statements for the year ended September 30, 2020.
The Company makes estimates and assumptions about the future that affect the reported amounts of assets and liabilities. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual experience may differ from these estimates and assumptions.
The effect of a change in an accounting estimate is recognized prospectively by including it in comprehensive income in the period of the change, if the change affects that period only, or in the period of the change and future periods, if the change affects both.
Information about critical accounting estimates and judgements in applying accounting policies that have the most significant risk of causing material adjustment to the carrying amounts of assets and liabilities recognized in the financial statements are discussed below:
Judgements
a) Unproven mineral right interests and hydroelectric project water rights
The application of the Company's accounting policies for unproven mineral right interests and hydro-electric project water rights requires judgement in determining whether it is likely that future economic benefits will flow to the Company, which may be based on assumptions about future events or circumstances. Estimates and assumptions may change if new information becomes available. If, after expenditures are capitalized, information becomes available suggesting that the recovery of the expenditures is unlikely, the amount capitalized is impaired with a corresponding charge to profit or loss in the period in which the new information becomes available.
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LOS ANDES COPPER LTD. Management’s Discussion and Analysis For the Year Ended September 30, 2020
b) Title to unproven mineral right interests
Although the Company has taken steps to verify title to its unproven mineral right interests, these procedures do not guarantee the Company's title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.
c) Going concern
Critical judgement and estimates are applied for the determination that the Company will continue as a going concern for the next year.
Estimates
a) Deferred income tax
In the year ended September 30, 2020, the Company booked an increase in deferred income tax liability and corresponding deferred income tax expense of $504,350 (2019 - $149,609). The Company’s deferred income tax liability arises mostly from the difference between the book and tax value of its mineral right interests.
Outstanding Share Data
Authorized: Unlimited common shares without par value
All share information is reported as of January 28, 2021, in the following table:
| Type of Security | Number |
|---|---|
| Issued and outstanding common shares | 27,165,843 |
| Exercisable Stock options with a weighted average exercise price of $5.00 | 115,500 |
| Warrants with a weighted average exerciseprice of $5.00 | 1,340,000 |
| Total | 28,621,343 |
Forward-looking Information
The Company’s audited consolidated financial statements for the year ended September 30, 2020, and this accompanying MD&A, contain statements that constitute “forward-looking statements” within the meaning of National Instrument 51-102, Continuous Disclosure Obligations of the Canadian Securities Administrators. It is important to note that, unless otherwise indicated, forward-looking statements in this MD&A describe the Company’s expectations up to the date of the MD&A.
Forward-looking statements often, but not always, are identified by the use of words such as “seek”, “anticipate”, “believe”, “plan”, “estimate”, “expect”, “targeting” and “intend” and statements that an event or result “may”, “will”, “should”, “could”, or “might” occur or be achieved and other similar expressions. Forwardlooking statements in this MD&A include statements regarding the Company’s future plans and expenditures, the satisfaction of rights and performance of obligations under agreements to which the Company is a part, the ability of the Company to hire and retain employees and consultants and estimated administrative assessment and other expenses. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that could cause the actual results to differ include market prices, continued availability of capital and financing, inability to obtain required regulatory approvals and general market conditions. These statements are based on a number of assumptions, including assumptions regarding general market conditions, the timing and receipt of regulatory approvals, the ability of the Company and other relevant parties to satisfy regulatory requirements, the availability of financing for proposed transactions and programs on reasonable terms acceptable to the Company and the ability of third-party service providers to deliver services in a timely manner. Some of these risks and uncertainties are identified under the heading “Risks and Uncertainties” as disclosed elsewhere in this MD&A. Additional information regarding these factors and other important factors that could cause results to differ materially may be referred to as part of particular forward-looking statements.
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LOS ANDES COPPER LTD. Management’s Discussion and Analysis For the Year Ended September 30, 2020
Forward-looking statements contained herein are made as of the date of this MD&A and the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise except as required by securities law. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forwardlooking statements.
Risks and Uncertainties
Natural resources exploration, development, production and processing involve a number of business risks, some of which are beyond the Company’s control. These can be categorized as operational, financial and regulatory risks.
Operational risks include finding and developing reserves economically, marketing production and services, product deliverability uncertainties, changing governmental law and regulation, hiring and retaining skilled employees and contractors and conducting operations in a cost effective and safe manner. The Company continuously monitors and responds to changes in these factors and adheres to all regulations governing its operations. Insurance may be maintained at levels consistent with prudent industry practices to minimize risks, but the Company is not fully insured against all risks, nor are all such risks insurable.
Financial risks include commodity prices and interest rates all of which are beyond the Company’s control. Additional financial risks are the Company’s ability to raise capital and to repay indebtedness it incurs.
Regulatory risks include the possible delays in getting regulatory approval to the transactions that the Board of Directors believe to be in the best interest of the Company, and include increased fees for filings, the introduction of ever more complex reporting requirements the cost of which the Company must meet in order to maintain its exchange listing.
The Company has no significant source of operating cash flow and no revenues from operations. External financing, primarily through the issuance of common shares is the main source of funding for the Company. Although the Company has been successful in raising the necessary funds in the past, there can be no assurance that it will be able to do so in the future.
Disclosure of Controls and Procedures
In connection with National Instrument 52-109 (Certificate of Disclosure in Issuer’s Annual and Interim Filings) (“NI 52-109”), the Chief Executive Officer and Chief Financial Officer of the Company have filed a Venture Issuer Basic Certificate with respect to the financial information contained in the audited consolidated financial statements for the year ended September 30, 2020 and this accompanying MD&A (together, the “Annual Filings”).
In contrast to the full certificate under NI 52-109 the Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures and internal control over financial reporting, as defined in NI 52-109. For further information, the reader should refer to the Venture Issuer Basic Certificates filed by the Company with its filings on SEDAR at www.sedar.com.
Additional information is available on the Company’s website at www.losandescopper.com.To view the public documents of the Corporation, please visit the Corporation’s profile on the SEDAR website at www.sedar.com.
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