AI assistant
MARIMACA COPPER CORP. — Management Reports 2026
May 12, 2026
65301_rns_2026-05-12_fdd494f5-0539-4885-abd2-8c015c69b8f1.pdf
Management Reports
Open in viewerOpens in your device viewer

MANAGEMENT'S DISCUSSION AND ANALYSIS
Three months ended March 31, 2026 and 2025
This Management's Discussion and Analysis ("MD&A") of the financial position and results of operations of Marimaca Copper Corp. ("Marimaca Copper" or the "Company") has been prepared based on information available to the Company as at March 26, 2026, and should be read in conjunction with the Company's consolidated annual audited financial statements for the years ended March 31, 2026, and 2025 (the "Financial Statements") and related notes thereto which have been prepared in accordance with IFRS Accounting Standards. The Financial Statements and MD&A are presented in U.S. dollars. Reference herein of $ is to the United States dollars, C$ is to the Canadian dollar and A$ is to Australian dollar.
Readers are cautioned that the MD&A contains forward-looking statements and that actual events may vary from management's expectations. Readers are encouraged to read the "Cautionary Statement on Forward-Looking Information" at the end of this MD&A and to consult Marimaca Copper's Financial Statements for the years ended March 31, 2026, and 2025 and the corresponding notes to the Financial Statements which are available on our website at www.marimaca.com and on SEDAR+ at www.sedarplus.ca.
Additional information related to Marimaca Copper, including our Annual Information Form ("AIF"), is available under the Company's profile on SEDAR+ at www.sedarplus.ca and the Company's website at www.marimaca.com.
Contents
1 Overview 3
2 Highlights 3
3 Outlook 4
4 Marimaca 5
5 Financial Position Review 8
6 Expenditure Review 10
7 Outstanding Share Data Authorized and Issued 12
8 Material Accounting Policy Information 12
9 Risk Factors 13
10 Disclosure 21
11 Cautionary Statement on Forward Looking Information 22
Where we say "we," "us," "our," the "Company," or "Marimaca," we mean Marimaca Copper Corp. or Marimaca Copper Corp. and/or one or more or all of its subsidiaries, as it may apply. The following abbreviations are used to describe the periods under review throughout this MD&A:
| Abbreviation | Period | Abbreviation | Period |
|---|---|---|---|
| Q1 2026 | January 1, 2026 – March 31, 2026 | Q1 2025 | January 1, 2025 – March 31, 2025 |
| Q2 2026 | April 1, 2026 – June 30, 2026 | Q2 2025 | April 1, 2025 – June 30, 2025 |
| Q3 2026 | July 1, 2026 – September 30, 2026 | Q3 2025 | July 1, 2025 – September 30, 2025 |
| Q4 2026 | October 1, 2026 – December 31, 2026 | Q4 2025 | October 1, 2025 – December 31, 2025 |
| YTD 2026 | January 1, 2026 – March 31, 2026 | YTD 2025 | January 1, 2025 – March 31, 2025 |
1 Overview
Marimaca Copper is a Canadian publicly-listed exploration and development company focused on exploring for and developing new copper deposits in Chile. The Company's shares are traded on the Toronto Stock Exchange ("TSX") under the symbol "MARI", and in the Australian Securities Exchange ("ASX") under the ticker "MC2" and its shares are settled on the ASX in the form of CHESS Depositary Interests ("CDIS").
The Company's principal asset is the Marimaca Project, a copper deposit located in the Antofagasta Region of northern Chile. The Company released the results of a Feasibility Study for the Marimaca Project on August 25th, 2025, demonstrating a robust project with nominal production capacity of 50,000 tonnes of copper per annum for a Reserve life of 13 years (the "DFS"). The technical report "Marimaca Oxide Deposit Project NI 43-101 Technical Report & Feasibility Study" (the "DFS Technical Report") was subsequently filed on October 9th, 2025 and has an effective date of August 25th, 2025. The DFS Technical Report is available on the Company's website and on SEDAR+.
The Company continues to focus on the development of the Marimaca Project while concurrently exploring its regional targets, including the high priority Pampa Medina project.
2 Highlights
The following are Q1 2026 highlights:
-
On January 26, 2026, the Company announced results from the Phase II drilling campaign at the Pampa Medina deposit. The Phase II program consists of drilling on a 300m x 300m grid across a 1.6km by 1.4km area of interest. Drilling intersected significant extensions to the Pampa Medina oxide footprint in a new zone to the north-east. Deep sulphide drilling to the west is ongoing with assays pending for four deep drill holes. The company is also currently completing Inductively Coupled Plasma (ICP) assaying for its drilling completed to date at Pampa Medina to examine the potential for silver mineralization, particularly in higher grade sulphide zones. Silver is a common by-product in Chilean manto-type copper systems.
-
On March 2, 2026, the Company announced the appointment of Joshua Watson as Project Director, leading the development of the Company's Marimaca Oxide Deposit ("MOD") in Chile and in addition to this, Nico Cookson was appointed as President of the Company, effective from March 1, 2026.
-
On March 11, 2026, the Company announced additional drilling results from the Pampa Medina deposit, located at low altitude approximately 28km east of the Company's Marimaca Oxide Deposit ("MOD"). Drilling intersected high-grade manto-type copper-silver mineralization in significant step-outs west from previous step-out drilling and demonstrates the western continuity of the favourable, mineralized sediment horizons. The Company has not yet completed initial metallurgical programs at Pampa Medina and is therefore not reporting copper equivalent grades at this time. Silver by-products are common in Chilean manto-type deposits, including the nearby Mantos Blancos (Capstone Copper) and Cachorro (Antofagasta Minerals) deposits.
-
On March 30, 2026, the Company announced the appointment of Zenon Wozniak, formerly Director, Projects at First Quantum Minerals Ltd, as an Independent Non-Executive Director, effective from March 27, 2026. In addition to this, Giancarlo Bruno Lagomarsino has been appointed as Independent Non-Executive Chair, succeeding Michael Haworth who will remain a Non-Executive Director. Non-Executive Directors Alan Stephens and Clive Newall announced their retirement from the Board effective from March 27, 2026.
4
Corporate
Capital Raise
On February 26, 2026, the Company completed a global treasury and secondary offering for aggregate gross proceeds of C$409 million ($298.5 million), consisting of a Canadian treasury and secondary offering of C$257 million ($187.8 million) and an Australian secondary offering of aggregate gross proceeds of A$157 million ($110.7 million).
The Canadian treasury offering consisted of Canadian Treasury Offering for aggregate gross proceeds of C$136.5 million ($99.7 million) and a Canadian secondary offering for aggregate gross proceeds to the selling shareholders of the Company of C$120.5 million ($88.1 million). The Company did not receive any proceeds from the Canadian or Australian secondary offerings.
The Canadian Treasury Offer corresponded to 13,650,000 new common shares issued by the Company priced at C$10.00 per Common Share with net proceeds to the Company of C$129.2 million ($94.4 million). These funds will be used to advance the Marimaca Project, including funding the pre-construction decision engineering workstreams and early site works, to conduct a drilling campaign at Pampa Medina and for working capital and general corporate purpose.
Of this amount, gross proceeds of C$75.8 million ($55.4 million) related to the subscriptions by Assore International Holdings Limited ("AIH") and Ithaki Limited ("Ithaki") for 4,170,000 and 3,412,500 common shares respectively.
The Canadian and Australian secondary offering were made to existing Common Shareholders for shares controlled by Greenstone II L.P and Greenstone Co-Investment No.1 (Coro) L.P. (Greenstone Group) and other shareholders. Consequently, the Company received no proceeds from these transactions.
3 Outlook
Following completion of the DFS, and the receipt of the RCA representing the formal environmental approval of the Marimaca Oxide Deposit (MOD) that allows Marimaca to advance the next phase of permitting activities for the Project, known as the Sectorial Permits, which are auxiliary permits required for various stages of construction and operation. The Company has advanced for this phase with several of the core Sectorial Permits submitted for review in April 2026, aligned with its master execution schedule and positioning the Project to be construction ready. The Company is focused on building out the organizational capability, systems, and execution discipline required to deliver the MOD, in line with the development strategy outlined in the DFS.
In parallel with the de-risking activities at the MOD, Marimaca continues to explore at the Pampa Medina project, currently completing an expanded exploration and drilling campaign. Pampa Medina is located in a low-altitude 'pampa'-style flat valley approximately 28km east of the MOD. The Company has reported and will continue to report assay results for copper and silver mineralization as drilling progresses. Drilling continues to focus on a 3km by 2km area of interest defined by drilling completed to date, targeting both mineralization in the upper oxide and mixed mantos, and the lower sulphide-dominant manto.
The Company currently has six operational drill rigs across Pampa Medina and the MOD with four additional rigs scheduled to arrive in May 2026.
The Company intends to complete both the Phase III infill campaign at Pampa Medina in 2026, as well as an ongoing step-out program to test for extensions of the mineralized system across the identified sedimentary basin. Step-out targets are generated by surface mapping, surface geochemical sampling and high-resolution audio-magnetotellurics (AMT) geophysical surveys that are taking place in parallel with the drilling campaign.
5
4 Marimaca
Location & Mineral Resource Estimate
The Marimaca Project is the Company's flagship asset, which is located in the Antofagasta Region of northern Chile. The Marimaca Project is recognised for its location with access to key infrastructure points nearby. High voltage powerlines and national highways are within 14 kilometres of the Project area, and the Project is located 25 kilometres from the port of Mejillones and 45 kilometres from the regional capital of Antofagasta.
In August 2025, the Company announced the results from the MOD DFS, which included an updated mineral resource estimate ("2025 MRE") and the maiden mineral reserve estimate. The DFS contemplates truck and shovel mining operation to produce ore from a single open pit developed over eight phases, three-stage crushing, agglomeration and dynamic heap leaching to produce a target of 50ktpa of copper cathode with an initial 13-year reserve life. The life-of-mine strip ratio, which includes inferred material as waste and the initial pre-strip, is 0.8:1. Initial throughput of 12 Mtpa of heap leach material expands to 16 Mtpa in the second phase starting in year 6 of the mine plan. Capital costs have been estimated on the basis of the material take-offs developed by Ausenco in engineering for quantities and detailed mechanical equipment lists. Budget quotations were obtained for approximately 80% of the mechanical equipment in support of the capital cost estimate. The summary results of the MOD DFS are shown in Table 1 below.
Table 1: Summary of the MOD DFS Production Target and Financial Metrics (Effective Date: August 25, 2025)
| Metric | Unit | First 5 Years of Steady State(1) | First 10 Years(2) | LOM |
|---|---|---|---|---|
| Mining Summary | ||||
| Total Ore Mined | kt | 80,683 | 173,994 | 178,635 |
| Total Waste Mined | kt | 73,803 | 144,778 | 145,889 |
| Strip Ratio | w:o | 0.91x | 0.83x | 0.82x |
| Production Summary | ||||
| Average Annual Ore Sent to Heap Leach | Mtpa | 12.4 | 13.6 | 14.1 |
| Head Grade Cu | % Cu | 0.52% | 0.48% | 0.42% |
| Cu Recovery | % Cu | 77% | 73% | 72% |
| Average Annual Cu Recovered | ktpa Cu | 50 | 48 | 43 |
| Operating Costs | ||||
| Mine Operating Costs | US$/t mined | $1.2 | $1.4 | $1.5 |
| Processing Costs | US$/t processed | $8.9 | $8.9 | $8.8 |
| G&A Costs | US$/t processed | $0.3 | $0.3 | $0.3 |
| Total Operating Costs | US$/t processed | $12.3 | $12.5 | $11.9 |
| Sales & Royalty | US$/lb Cu | $0.10 | $0.07 | $0.06 |
| C1 Cash Costs(3) | US$/lb Cu | $1.45 | $1.68 | $1.84 |
| AISC(4) | US$/lb Cu | $1.97 | $2.12 | $2.29 |
| Capital Expenditures | ||||
| Initial Capital | US$m | $587 | ||
| Expansion Capital | US$m | $77 | ||
| Sustaining Capital | US$m | $283 | $484 | $529 |
| Closure Cost | US$m | $47 | ||
| Salvage Value | US$m | $43 | ||
| Financial Metrics | ||||
| Long Term Copper Price | US$/lb Cu | $4.30 | ||
| Average Annual EBITDA | US$m | $326 | $288 | $241 |
| Post-Tax Average Annual Unlevered Free Cash Flow(5) | US$m | $222 | $188 | $160 |
| Post-tax NPV8% | US$m | $709 | ||
| Post-tax IRR | % | 31% | ||
| Payback Period | years | 2.5 |
Notes: 1. First 5 years of steady state (Years 2-6) 2. First 10 Years production includes material moved for pre-stripping in Year -1 and ramp-up period in Year 1. 3. C1 Cash Costs includes the mining, processing, G&A, marketing & sales, and royalty costs. These are Non-IFRS performance measures. 4. AISC includes sustaining capex, closure capex, and salvage value. 5. Average Annual Unlevered Free Cash Flow during operating years only (years 1-13).
The updated 2025 mineral resource estimate ("2025 MRE") was completed by independent consultants NCL Ingeniería y Construcción SpA ("NCL") and verified by Mr. Luis Oviedo, a qualified person and independent of the Company (within the meaning of such terms under NI 43-101). The maiden 2025 mineral reserve estimate ("2025 Reserves") was based on the 2025 MRE and was completed by independent consultants NCL and verified by Mr. Carlos Guzmán, a qualified person and independent of the Company (within the meaning of such terms under NI 43-101).
The 2025 MRE and 2025 Reserves is summarized in the tables below.
Table 2: NI 43-101 2025 Mineral Resource Estimate (reported at a ${0.10}\%$ CuT cutoff) (Effective Date: August 25, 2025)
| Mineral Resource Category and Type | Quantity | CuT | CuS | CuT | CuS |
|---|---|---|---|---|---|
| (kt) | (%) | (%) | (t) | (t) | |
| Total Measured | 103,372 | 0.45 | 0.27 | 466,041 | 278,165 |
| Total Indicated | 110,118 | 0.35 | 0.19 | 387,772 | 205,489 |
| Total Measured and Indicated | 213,490 | 0.40 | 0.23 | 853,813 | 483,654 |
| Total Inferred | 21,193 | 0.29 | 0.14 | 62,231 | 29,104 |
Notes: 1. The independent and qualified person for the mineral resource estimate, as defined by NI 43-101, is Luis Oviedo, P.Geo. and the effective date is August 25 2025. 2. These Mineral Resources are not Mineral Reserves. Mineral Resources are reported Inclusive of Mineral Reserves. The mineral resource estimate follows current CIM and JORC definitions and guidelines. 3. The results are presented undiluted and are considered to have reasonable prospects of economic extraction. 3. Mineral Resources are reported at a copper price of $4.90/lb Cu. Assumes a variable Mining Cost by pit depth averaging$ 2.01/t, variable processing cost by mineral subdomain (see Table 10), variable recoveries by mineral subdomain (See Table 10), $0.31/t G&A, $3.60/t cathode transport cost, $0.25/lb Cu SX-EW and selling costs. Pit slope angles range from 32-45 degrees.
Table 3: Maiden NI 43-101 2025 Mineral Reserve Estimate (Effective Date: August 25, 2025)
| Reserve Category | Ore Type | Tonnage | Copper Grades | Contained Copper | ||
|---|---|---|---|---|---|---|
| (kt) | (%CuT) | (%CuS) | (%CuCN) | (kt) | ||
| Total Proven Mineral Reserves | 94,297 | 0.46 | 0.28 | 0.09 | 433.4 | |
| Total Probable Mineral Reserves | 84,339 | 0.37 | 0.21 | 0.08 | 314.2 | |
| Total Mineral Reserves (Proven and Probable) | 178,635 | 0.42 | 0.25 | 0.08 | 747.6 |
Notes: 1. Mineral Reserves are reported as constrained within Measured and Indicated pit design and supported by a mine plan featuring a constant copper cathodes production rate. The pit design and mine plan were optimized with average overall slopes angles varying from $37^{\circ}$ to $45^{\circ}$ , ore and waste mining average cost of $\$2.0/t$ , variable processing costs by dynamic acid consumption averaging $\$6.25/t$ for process (crushing + leaching only), $\$0.25/t$ for G&A, $\$0.26$ for sustaining capital, $\$0.25/lb$ for SX-EW, $\$3.6/t$ -cathodes for logistics and average $\$0.06/lb$ for royalties, copper price used was $\$4.25/lb$ and cathode premium of $\$100/t$ -cathodes, as well as a variable recovery as a function of dynamic recovery expressions. The average processing recovery is $72\%$ and for this average, the cut-off is $0.10\% \text{CuT}$ . 2. Mineral Reserves considers a fully diluted Resource model, representing $1\%$ of mining dilution. 3. Rounding as required by reporting guidelines may result in apparent summation differences between tonnes, grade and contained metal content. 4. $\% \text{CuT}$ corresponds to total copper grade, $\% \text{CuS}$ to acid soluble copper grade and $\% \text{CuCN}$ to cyanide soluble copper grade. 5. Tonnage, grade measurements and contained copper are in metric units.
Mining Property
The Company owns all the concessions that make up the Marimaca Project and any historical option agreements relating to concessions have been exercised.
Certain concessions that make up the Sierra de Medina District are under option agreements as follows:
8
Pampa Medina
Under the terms of an October 2024 option agreement, the Company may acquire the Pampa Medina property for a total consideration of $12 million payable as follows: $0.15 million upon signing (paid); $0.35 million on the 12-month anniversary (paid); $0.5 million on the 24-month anniversary; $1.5 million on the 36-month anniversary; $2.5 million on the 48-month anniversary, and $7.0 million on the 60-month anniversary. These claims are subject to a 1.5% NSR with a clause to buy a 1.0% NSR for $2 million, exercisable within a term of 24 months from the start of commercial production.
The Company may withdraw from the Agreement at any time, before completing all the installments agreed under the Agreement. Under the terms of the option, the Company has the right to perform exploration activities on the property.
Madrugador Project
Under the terms of a December 2024 option agreement, the Company may acquire the Madrugador Project property for a total consideration of $12 million payable as follows: $0.15 million upon signing (paid); $0.25 million on the 12-month anniversary (paid); $0.4 million on the 24-month anniversary; $1.2 million on the 36-month anniversary; $3.0 million on the 48-month anniversary, and $7.0 million on the 60-month anniversary. These claims are subject to a 1.5% NSR with a clause to buy back 1.0% of the royalty for $1.5 million at any time and a right of first refusal on any sale of the royalty to a third party.
The Company may withdraw from the Agreement at any time, before completing all the installments agreed under the Agreement. Under the terms of the option, the Company has the right to perform exploration activities on the property.
5 Financial Position Review
The Company is an exploration company that currently does not generate revenue. At March 31, 2026, the Company had net working capital including cash of $147.7 million (December 31, 2025 – $62.7 million), total assets of $265.8 million (December 31, 2025 - $178.5 million), total liabilities of $3.5 million (December 31, 2025 - $5.6 million) and recorded a net loss of $8.9 million for Q1 2026 (Q1 2025 – $2.2 million).
The Company recorded a net receivable of $0.9 million (December 31, 2025 - $2.4 million) associated with the sale of Rayrock, after receiving $1.0 million in cash in February 2026. An additional impairment of $0.5 million was recognized during Q1 2026.
Total liabilities of $3.5 million (December 31, 2025 - $5.6 million) is mainly related to accounts payable and accrued liabilities
Liquidity
The Company is an exploration company that currently does not generate operational revenue. At March 31, 2026, the Company had working capital of $147.7 million (December 31, 2025 – $62.7 million), which management believes is sufficient to meet its property option payments, its obligations and to continue to fund operations for at least the next twelve months.
Beyond the next 12 months, the Company's ability to continue as a going concern and to advance the Marimaca Project will be dependent upon its ability to obtain the necessary financing. Although the Company has been successful in the past in obtaining financing, there is no assurance that it will be able to obtain adequate financing in the future or that such financing will be on terms advantageous to the Company.
9
Capital Management
The capital managed by the Company includes the components of shareholders' equity as described in the consolidated statements of shareholders' equity. The Company is not subject to externally imposed capital requirements.
The Company's objectives of capital management are to create long-term value and economic returns for its shareholders. It does this by seeking to maximize the availability of finance to fund the growth and development of its mining properties, and to support the working capital required to maintain its ability to continue as a going concern. The Company manages its capital structure and adjusts it for changes in economic conditions and the risk characteristics of its assets, seeking to limit shareholder dilution and optimize its cost of capital while maintaining an acceptable level of risk. To maintain or adjust its capital structure, the Company considers all sources of finance reasonably available to it, including but not limited to issuance of new capital, issuance of new debt and the sale of assets in whole or in part, including mineral property interests. The Company's overall strategy with respect to management of capital as of March 31, 2026, remains fundamentally unchanged from the year ended December 31, 2025.
Financial Instruments
For year ended March 31, 2026, the Company's carrying values of cash and cash equivalents, amounts receivable net of estimated ECL allowances, accounts payable and accrued liabilities approximate their fair values due to their short term to maturity.
Interest rate risk
Interest rate risk is the risk that the fair values or future cash flows of our financial instruments will fluctuate because of changes in market interest rates. Cash and accounts receivable are the only financial instruments the Company holds that are impacted by interest. There is limited interest rate risk associated with the Company's cash balance and accounts receivable.
Currency risk
Currency risk is the risk that the fair values or future cash flows of the Company's financial instruments will fluctuate because of changes in foreign currency rates in the market. The Company's financial instruments are exposed to currency risk where those instruments are denominated in currencies that are not the same as the functional currency of the entity that holds them; foreign exchange gains and losses in these situations impact earnings.
The Company's significant subsidiaries are located in Chile and although their functional currency is the U.S. dollar, they are subject to currency risk because they maintain certain cash, amounts receivable and accounts payables and accrued liabilities in Chilean pesos. The parent company is in Canada and its functional currency is the Canadian dollar and also maintains cash and accounts payables and accrued liabilities in Canadian and US dollars.
Total currency exposure from foreign currencies is equivalent to $1.2 million as at March 31, 2026 ($1.1 million as of December 31, 2025). Based on the net exposures as of March 31, 2026, and assuming that all other variables remain constant, a change of 10% in the Canadian dollar and/or Chilean peso against the US dollar would result in a change in the Company's net loss of approximately $0.1 million, respectively. The Company manages and monitors the currency risk on a regular basis.
As at March 31, 2026, the Company held its cash as follows: 35.6% in U.S. dollars, 63.7% in Canadian dollars and 0.7% in Chilean pesos, with 98.3% of cash held in Canadian banks and 1.7% held in Chilean banks, as at March 31, 2026.
10
Interest rate risk
Interest rate risk is the risk that the fair values or future cash flows of our financial instruments will fluctuate because of changes in market interest rates. Cash is the only financial instrument the Company holds that is impacted by interest. There is limited interest rate risk associated with the Company's cash balance.
Liquidity risk
Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with its financial liabilities. The Company is reliant upon equity issuances and/or loans as its sole source of cash. The Company manages liquidity risk by maintaining an adequate level of cash to meet its short-term ongoing obligations and reviews its actual expenditures and forecast cash flows on a regular basis and matches the maturity dates of its cash equivalents to capital and operating needs.
Table 4: Contractual Obligation
| (In thousands of US dollars) | ||||||
|---|---|---|---|---|---|---|
| Total | < 1 year | 1 - 3 years | 4 - 5 years | More than 5 years | ||
| Accounts payable and accrued liabilities | $ 2,607 | $ 2,607 | $ - | $ - | $ - | |
| Lease liabilities | 914 | 143 | 386 | 386 | - | |
| Total | $ 3,921 | $ 2,750 | $ 386 | $ 386 | $ - |
6 Expenditure Review
| Three months ended March 31, | ||
|---|---|---|
| (In thousands of US dollars) | 2026 | 2025 |
| Expenses | ||
| Exploration Expenditures | $ - | $ 762 |
| Depreciation and amortization | 61 | $ 61 |
| Legal and filing fees | 755 | $ 196 |
| Salaries and corporate costs | 4,018 | 847 |
| Share-based compensation | 1,968 | $ 639 |
| Operating loss | $ (6,802) | $ (2,505) |
| Finance income | 369 | 158 |
| Interest accretion | 16 | - |
| Foreign exchange (loss) gain | - 2,083 | 23 |
| Other non-operating income | 83 | 75 |
| Expected credit loss | - 515 | - |
| Net loss | $ (8,932) | $ (2,249) |
| Items that may be subsequently reclassified to net income: | - | |
| Foreign currency translation adjustment | - 213 | 2 |
| Total comprehensive loss for the period | $ (9,145) | $ (2,247) |
Three months ended March 31, 2026 ("Q1 2026") compared to three months ended March 31, 2025 ("Q1 2025")
For Q1 2026, the Company recorded a net loss of $8.9 million compared to a net loss of $2.2 million in Q1 2025. The loss for the three months ended March 31, 2026, was primarily due to a higher salaries and corporate costs of $3.2m due to higher consulting fees, site maintenance and annual fees, in addition to and higher share-based compensation of $1.3 million and higher legal and filing fees of $0.6m, offset by lower exploration expenditure in the Madrugador and Mercedes area of $0.8 million.
Quarterly Financial Information
| (In thousands except per share amount)1,2 | Q1 2026 | Q4 2025 | Q3 2025 | Q2 2025 | Q1 2025 | Q4 2024 | Q3 2024 | Q2 2024 | Q1 2024 |
|---|---|---|---|---|---|---|---|---|---|
| Cash | $ 149,792 | $ 66,782 | $ 78,686 | $ 24,329 | $ 14,399 | $ 22,648 | $ 28,314 | $ 12,646 | $ 12,685 |
| Total assets | 265,826 | 178,530 | 186,253 | 124,511 | 109,993 | 112,382 | 113,832 | 96,371 | 94,174 |
| Total liabilities | 3,521 | 5,593 | 3,902 | 1,674 | 2,024 | 2,805 | 919 | 1,546 | 1,009 |
| Shareholder's equity | (195,281) | 172,937 | 182,351 | 122,837 | 107,969 | 109,577 | 112,913 | 94,825 | 93,165 |
| Net loss | (8,932) | (26,283) | (10,692) | (3,910) | (2,349) | (6,385) | (3,346) | (1,294) | (2,725) |
| Basic and diluted (loss) income per share | $(0.07) | $(0.25) | $(0.09) | $(0.04) | $(0.02) | $(0.07) | $(0.03) | $(0.01) | $(0.03) |
| Weighted Average Number Shares Outstanding | 133,821 | 107,959 | 118,500 | 106,486 | 105,576 | 96,305 | 101,017 | 94,266 | 93,203 |
| Cash used in operating activities | (5,880) | (9,747) | (3,554) | (3,029) | (2,482) | (1,347) | (2,193) | (731) | (1,466) |
| Cash provided by (used in) in financing activities | 96,525 | (1,713) | 63,521 | 17,423 | (20) | (75) | 21,197 | 2,640 | (31) |
| Cash provided by (used in) investing activities | (6,105) | 7,933 | (13,458) | (5,030) | (5,859) | (4,195) | (3,536) | (1,995) | (2,298) |
(1) Sum of all quarters may not add up to yearly total due to rounding.
The Company does not generate operational revenues as it is an exploration company, focused on advancing its Marimaca Project. Historically, the Company has relied on equity financings and loan instruments to fund operations. Variances between the quarterly figures presented in Table 4 are generally due to (i) the availability of cash to fund operations; (ii) the completion of any debt or equity financings in the period; and (iii) the level of exploration/development and/or care & maintenance activities which are directly correlated to the availability of cash resources.
Related Party Disclosure
Key Management Personnel
In accordance with IAS 24 – Related party disclosures, key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, including any directors (executive or non-executive) of the Company.
| Three months ended March 31, | ||
|---|---|---|
| (In thousands of US dollars) | 2026 | 2025 |
| Short-term employee benefits (1) | $ 625 | $ 523 |
| Share-based payments (2) | 1,685 | 610 |
| Total | $ 2,310 | $ 1,133 |
(1) Includes salary, severance, benefits and short-term accrued incentives/other bonuses earned in the period.
(2) Represents the expense of stock options and restricted share units during the period
As a result of the Canadian Secondary Offering and Australian Offering noted in during the period, the Greenstone Group ceased to be a related party of the Company as it held less than 10% of the total shareholding immediately after the Global Offering closed on February 26, 2026. Any transactions with Greenstone are no longer disclosed as related party transactions in these financial statements. Prior period disclosures remain unchanged, as Greenstone was considered a related party at that time. This change occurred as Greenstone no longer holds significant influence over Marimaca Copper Corp., following the reduction of its ownership interest and the termination of certain governance rights.
12
7 Outstanding Share Data Authorized and Issued
As at March 31, 2026, the number of common shares outstanding or issuable to other outstanding securities is as follows:
| Common Shares | Number |
|---|---|
| Outstanding | 133,820,979 |
| Stock options (1) | 3,400,000 |
| Restricted Shares Units ("RSUs") | 3,496,900 |
| Total | 140,717,875 |
(1) Stock Options have exercise prices ranging from C$3.69 to C$7.93 and expire between May 2026 and March 2031.
8 Material Accounting Policy Information
Estimates, judgements and assumptions
The preparation of financial statements in conformity with IFRS Accounting Standards requires management to make judgements, estimates, and assumptions that affect the application of policies and reported amounts of assets and liabilities and disclosures of contingent assets and contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The following discusses the most significant accounting judgments and estimates that the Company has made in the preparation of the financial statements.
a) Impairment of exploration and evaluation assets
The application of the Company's accounting policy for impairment of exploration and evaluation assets requires judgement to determine whether indicators of impairment exist, including factors such as: the period for which the Company has the right to explore has expired or will expire in the future, and is not expected to be renewed; substantive expenditures on exploration activities and evaluation of mineral resources in the specific area is neither budgeted or planned; exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources; and sufficient data exists to indicate that the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale. Management has assessed for impairment indicators on the Company's exploration and evaluation assets and has concluded that no impairment indicators exist as of March 31, 2026.
b) Expected credit losses
Accounts receivables are recorded at fair value on initial recognition and amortised cost on subsequent remeasurement. The carrying amounts for accounts receivable are net of lifetime expected credit losses ("ECL"). Estimating the ECL allowance for receivables requires management to exercise judgment in selecting estimation techniques, choosing key inputs, and making significant assumptions about future economic conditions and customer credit behaviour, including the probability of customer defaults and potential losses.
Management uses historical data to calculate the ECL for accounts receivables. Adjustments are made based on current and future economic conditions and specific risks for individual debtors. Significant judgment is required for these adjustments. Additionally, large and aging receivable balances need careful assessment for impairment provisions at the reporting date.
As at March 31, 2026, the Company's receivable related to an outstanding balance from the sale of Minera Rayrock Limitada in 2022. An impairment charge of $0.5 million has recognized in relation an increase in ECL on this receivable during the period. Further details are provided in note 4 of the Interim Financial Statements.
c) Share-based compensation
The Company applies the fair value method of accounting for stock options and other types of share-based compensation granted to employees and others providing similar services. The fair value of options is determined using a Black-Scholes option pricing model that takes into account, as of the grant date, the exercise price, the expected life of the option, the current price of the underlying stock and its expected volatility, expected dividends on the stock, and the risk-free interest rate over the expected life of the option.
The Company expenses the grant date fair value of stock options and RSUs granted over the vesting period with the corresponding credit to contributed surplus.
Cash consideration received from employees on exercise of options is credited to common shares along with the original grant date fair value of the options exercised.
d) Fair value of derivatives
The fair value of financial instruments that are not traded in an active market are determined using valuation techniques.
Details on New and Amended Standards Adopted and Not Yet Adopted by the Company
No new pronouncements were issued by the IASB or the IFRS Interpretations Committee were applicable or have a significant impact on these interim financial statements.
The following new accounting standard has been issued but is not yet effective:
IFRS 18, Presentation and Disclosure in Financial Statements
The IASB issued the IFRS 18, Presentation and Disclosure in Financial Statements, which is mandatory for accounting periods after January 1, 2027. The Company is currently assessing the impact of this new IFRS Accounting Standard on its financial statements and will update the Company’s accounting policies as applicable.
9 Risk Factors
The Company faces a number of challenges in the development of its project. The risks noted in this MD&A are not the only ones facing the Company. Additional risks not currently known to the Company, or that the Company currently deems immaterial, may also impair the Company’s operations. The following is a description of the principal risk factors involving the Company:
Operational Risks
The Company’s operations are subject to all the risks normally inherent to the exploration, development and, if any of the Company’s properties are placed into commercial production, operation of mineral properties. The Company has implemented safety and environmental measures designed to ensure compliance with government regulations and provide safe, reliable and efficient operations in their phases. Mineral exploration and exploitation involve a high degree of risk, which even a combination of experience, knowledge and careful evaluation may not be able to avoid. Unusual or unexpected formations, formation pressures, fires, power outages, labor disruptions, flooding, cave-ins, landslides and the inability to obtain adequate machinery, equipment or labor are some of the risks involved in mineral exploration and exploitation activities.
13
Such risks could result in damage to facilities, personal injury or death, loss of key employees, environmental damage, delays in mining, monetary losses, and possible legal liability. Satisfying such liabilities may be very costly and could generate a significant adverse effect on the Company's future cash flow, results of operations and financial condition.
Exploration Risk
Part of the Company's business and its profitability is dependent on the cost and success of its exploration and development programs. Mineral exploration and development involve a high degree of risk and few properties that are explored are ultimately developed into production mines. There is no assurance that, even if commercial quantities of ore are discovered, the properties will be brought into commercial production, or the funds required to exploit mineral reserves and resources discovered by the Company will be obtained on a timely basis or at all. Discovery of mineral deposits is dependent upon several factors, including the technical skill of the exploration personnel involved. The commercial viability of a mineral deposit once discovered is also dependent on several factors, some of which are the particular attributes of the deposit, such as size, grade and proximity to infrastructure, as well as metal prices. Most of the above factors are beyond the control of the Company. There can be no assurance that the Company's mineral exploration activities will be successful. If such commercial viability is never achieved, the Company may seek to transfer its property interests, realize their value or even be required to abandon its business.
Apart from 2010, when the Company realized mark to market gains for trading securities held, the Company has no history of operating earnings. None of the Company's properties are currently in production and there is no certainty that the Company will succeed in placing any of its properties into production soon, if at all. It could be years, if ever, before the Company receives any revenues from any production of metals.
Estimates of Mineral Resources
There are numerous uncertainties inherent to estimating quantities of mineral resource and mineral reserve and grades of mineralization, including many factors beyond the Company's control. When making determinations about whether to advance a project to development, mineral resources and grades of mineralization must be considered as estimates only. These estimates are imprecise and depend upon geological interpretation and statistical inferences drawn from drilling and sampling which may prove to be unreliable.
The mineral resource estimates contained in this MD&A are estimates only and no assurance can be given that any particular level of recovery of minerals will in fact be realized or that an identified mineral resource will ever qualify as a commercially mineable (or viable) deposit which can be legally or commercially exploited. In addition, the grade of mineralization ultimately mined may differ from that indicated by drilling results and such differences could be significant. The estimates of mineral resources described in this MD&A should not be interpreted as assurances of mine life or of the profitability of future operations.
Foreign Political Risk
The Company's material properties are located in Chile and, as such, a substantial portion of the Company's business is exposed to various degrees of political and economic risk and uncertainties. The Company's operations and investments may be affected by local political and economic developments, including expropriation, nationalization, invalidation of government orders, permits or agreements pertaining to property rights, political unrest, labor disputes, limitations on repatriation of earnings, limitations on mineral exports, limitations on foreign ownership, inability to obtain or delays in obtaining necessary mining permits, opposition to mining from local, environmental or other non-governmental organizations, government participation, royalties, duties, exchange rates, inflation, currency fluctuations, taxation and changes in laws, regulations or policies, as well as Canadian laws and policies that affect foreign trade, investment and taxation.
14
15
Permits
The Company requires licenses and permits from various governmental authorities to carry out exploration and develop its projects. Obtaining permits can be a complex and time-consuming process. There can be no assurance that the Company will be able to obtain the necessary licenses and permits on acceptable terms, in a timely manner or at all. The costs and delays associated with obtaining permits and complying with these permits and applicable laws and regulations could stop or materially delay or restrict the Company from continuing or proceeding with its current activities or future operations or projects. Any failure to comply with permits and applicable laws and regulations, even if inadvertent, could result in the interruption or cease of the Company's activities or in material fines, penalties or other liabilities. In addition, the requirements applicable to retain existing permits and licenses may change or become more challenging over time and there is no guarantee that the Company will have the resources or expertise to meet its obligations under such licenses and permits.
The key regulations in Chile relating to environmental permitting are the General Framework Law of Environment (the Environmental Act) No. 19,300 and Supreme Decree No. 40/2012 issued by the Ministry of the Environment of Chile. According to those regulations, exploration and mining projects deemed to have a significant environmental impact are subject for consideration via Sistema de Evaluación de Impacto Ambiental (SEIA, Spanish abbreviation for Environmental Impact Assessment System) which manages the environmental impact of activities and projects in the private and public sectors. An Estudio de Impacto Ambiental (EIA, Spanish abbreviation for Environmental Impact Assessment) or Declaración de Impacto Ambiental (DIA, Spanish abbreviation for Environmental Impact Statement, which is a simplified EIA) should be prepared based on the environmental and social baseline data and submitted to SEIA for approval. The Company received the environmental approval in November 2025 in form of Environmental Qualification Resolutions (RCA in Spanish abbreviation) and will advance the next phase of permitting activities for the Project, known as the Sectorial Permits, which are auxiliary permits required for various stages of construction and operation.
Government Regulation
The Company's activities are subject to various laws on exploration, prospecting, development, production, taxes, labor standards, occupational health, mine safety, waste disposal, toxic substances and other matters. Mining and exploration activities are also subject to various laws and regulations relating to the protection of the environment, historical and archaeological sites and endangered and protected species of plants and animals. Although the Company's activities are generally carried out in accordance with all applicable rules and regulations, no assurance can be given that new rules and regulations will be enacted or that existing rules and regulations will not be applied in a manner which could limit or restrain the Company's present and future activities, including exploration, development and production. Amendments to current laws and regulations governing the Company's activities or a more demanding implementation thereof could have a substantial adverse effect on the Company.
Environmental Risks
The Company's activities are subject to extensive laws and regulations governing environmental protection and employee health and safety. These laws and regulations address many aspects of the exploration and development of mineral properties, including air and water quality, management of waste, the protection of different species of plant and animal life, the preservation of antiquities and lands and reclamation of lands disturbed by mining operations. Additionally, operators of mineral exploration and development projects may be required to carry out consultations or other similar processes with indigenous communities. These laws and regulations require the Company to acquire and maintain permits and other authorizations for certain activities. There can be no assurance that the Company will be able to acquire such necessary permits or authorizations on a timely basis, if at all.
Environmental legislation in many countries, including Chile, is evolving and the trend has been toward stricter standards and enforcement, higher fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and greater responsibility for companies and their officers, directors and employees. Compliance with environmental laws and regulations may require significant capital outlays on behalf of the Company and may cause material changes or delays in the Company's intended activities. There can be no assurance that the Company has been or will be always in complete compliance with current and future environmental, health and safety laws and the status of permits will not significantly adversely affect the Company's business, results of future operations or financial condition. It is possible that future changes in these laws or regulations could have a serious adverse impact on some portion of the Company's business, causing the Company to re-evaluate those activities at that time. The Company's compliance with environmental laws and regulations also entails uncertain costs, material fluctuations of which could unfavorably affect the Company's financial condition.
Exploration and mining operations involve a potential risk of releases to soil, surface water and groundwater of metals, chemicals, fuels, liquids with acidic properties and other contaminants. In recent years, regulatory requirements and improved technology have significantly reduced those risks. However, those risks have not been eliminated and the risk of environmental contamination from present and past exploration or mining activities exists for mining companies. The Company may be liable for environmental contamination and natural resource damages relating to the properties that it currently owns or operates or at which environmental contamination occurred while or before it owned or operated the properties.
Management
The success of the Company will largely depend upon the performance of its officers, consultants and employees. Locating and successfully developing mineral deposits depends on several factors, including the technical skill of the exploration personnel involved. The success of the Company is largely dependent on the performance of its key individuals. Failure to retain key individuals or to attract or retain additional key individuals with necessary skills could have an important adverse impact upon the Company's success.
Conflicts of Interest
Some directors and officers of the Company are or may become associated with other natural resource companies, which may give rise to conflicts of interest. In accordance with the Business Corporations Act (British Columbia), 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 are required, subject to certain exceptions, to disclose that interest and generally abstain from voting on any resolution to approve the contract. In addition, the directors and the officers are required to act honestly and in good faith with a view to the best interests of the Company. Some directors and officers of the Company are subject to either other full-time employment or other business or time restrictions and, accordingly, the Company will not be the only business enterprise of these directors and officers.
Infrastructure
Development and exploration activities depend on adequate infrastructure, including reliable roads and water and power sources. The Company's inability to secure adequate water and power resources, as well as other events outside of its control, such as unusual weather, sabotage and government or other interference in the maintenance or provision of such infrastructure, could negatively affect the Company's development, future operations and financial condition.
16
17
Insurance
The Company's activities are subject to the risks normally inherent to the mining industry, including, but not limited, to environmental hazards, floods, fire, periodic or seasonal hazardous climate and weather conditions, unexpected rock formations, industrial accidents and metallurgical and other processing problems. These risks could result in damage to, or destruction of, mineral properties, personal injury, environmental damage, delays in development and production, increased costs, monetary losses and possible legal liability. The Company may become subject to liability which it cannot insure or may choose not to insure because of high premium costs or other reasons. Where it is considered practical to do so, the Company maintains insurance against risks in the operation of its business in amounts which the Company believes to be reasonable. Such insurance, however, contains exclusions and limitations on coverage. The Company cannot provide any assurance that such insurance will continue to be available, be available at economically acceptable premiums or be adequate to cover any resulting liability. In some cases, coverage is not available or considered too expensive in relation to the perceived risk.
Competition
The Company's business of the acquisition, exploration and development of mineral properties is intensely competitive. The Company may be at a competitive disadvantage in acquiring additional mining properties because it competes with other mining companies, many of which may have greater financial resources, operational experience and technical capabilities than the Company. The Company may also encounter increasing competition from other mining companies in efforts to hire experienced mining professionals. Competition in exploration, development and construction resources at all levels has, in the past, been very intense and has particularly affected the availability of a skilled workforce and equipment.
The Company is Subject to Certain Risks as an Emerging-Market Issuer
The Company is also aware that emerging-market investment generally poses a greater degree of risk than investment in more mature market economies because the economies in the emerging markets are more susceptible to destabilization resulting from domestic and international developments. Economic instability in Latin American and emerging-market countries has been historically caused by many different factors, including but not limited to, the following: (i) high interest rates, (ii) changes in currency values, (iii) high levels of inflation, (iv) exchange controls, (v) wage and price controls, (vi) changes in economic or tax policies, (vii) the imposition of trade barriers, (viii) internal security issues, (ix) renegotiation, cancellation or forced modification of existing contracts and (x) political factors, including political instability and sudden or arbitrary changes to laws. As a result, (a) legal and regulatory framework in the foreign jurisdiction may increase the likelihood that laws will not be enforced and judgements will not be upheld; (b) legislation may be subject to conflicting interpretations; (c) application of and amendments to legislation could adversely affect a company's mining rights or make it more difficult or expensive to develop projects and continue mining; (d) corruption, bribery, civil unrest and economic uncertainty may negatively impact and disrupt business operations; (e) lack of certainty with respect to foreign legal systems, corruption and other factors may be inconsistent with the rule of law and (f) unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure, could adversely affect a company's business.
The Company's Operations Rely on the Availability of Local Labor and Equipment
The Company's operations rely on the availability of local labor, local and outside contractors and equipment when required to carry out exploration and development activities. The Company relies upon the performance of outside consultants and contractors for drilling, geological and technical expertise. The loss of access to existing consultants and contractors or an inability to hire suitably qualified consultants, contractors or personnel to address new areas of need, would significantly impact the Company's ability to carry out the exploration and development activities.
18
Additional Funding and Dilution
The Company considers that it has sufficient funds to meet the exploration and development objectives of the Company for 2026. The Company notes that it does not have sufficient funding to finance development of the Marimaca Copper Project in the event of a positive final investment decision (FID) being made by the Company's Board.
Additional funding may be required to effectively implement its business and operations plans in the future, to take advantage of opportunities for acquisitions, joint ventures or other business opportunities, and to meet any unanticipated liabilities or expenses which the Company may incur, additional equity or other finance will be required. Further to this, if the Company makes a final investment decision to proceed with the development of the Marimaca Copper Project then further funding will be required for this development.
The Company may seek to raise further funds through equity or debt financing, joint ventures, production sharing arrangements or other means. Failure to obtain sufficient financing for the Company's activities may result in delay and indefinite postponement of exploration, development or production on the Company's tenements or even loss of a tenement interest.
There can be no assurance that the Company will be able to obtain further financing on a timely basis, on favourable terms or that such further funding will be sufficient to enable the Company to implement its planned commercial strategy. These factors may adversely affect the financial performance of the Company.
If the Company raises additional funds by issuing equity securities, this may result in dilution for some or all of the shareholders. In addition, certain shareholders of the Company have pre-emptive rights pursuant to subscription agreements to participate in future equity financing of the Company.
Commodity Prices
The viability and profitability of the Company's business will be dependent upon the market price of mineral commodities. Mineral prices fluctuate widely and are affected by numerous factors beyond the control of the Company. The level of interest rates, the rate of inflation, world supply of mineral commodities, consumption patterns, forward sales by producers, production, industrial demand, speculative activities and stability of exchange rates can all cause significant fluctuations in prices. Such external economic factors are, in turn, influenced by changes in international investment patterns, monetary systems and political developments. The prices of mineral commodities have fluctuated widely in recent years. Current and future price declines could cause commercial production from the Company's properties to be impracticable. The effects of these factors on the price of base and precious metals and, therefore, the viability of the Company's exploration projects, cannot be accurately predicted and, thus, the price of base and precious metals may have a significant influence on the market price of the Company's shares and the value of its projects. If the Company advances any of its projects to commercial production, the Company's future revenues and earnings, if any, could be affected by fluctuations in prices of mineral commodities and, to a lesser extent, other commodities such as fuel and other consumable items.
No History of Dividends
The Company has never paid a dividend on its common shares and does not expect to do so in the foreseeable future. Any future determination to pay dividends will be at the discretion of the Company's board of directors and will depend upon the capital requirements of the Company, results of future operations and such other factors as the Company's board of directors considers relevant. Accordingly, it is likely that investors will not receive any return on their investment in the common shares other than possible capital gains.
19
Currency Risk
The Company is exposed to foreign exchange risk as the Company's operating costs are primarily in US dollars, Canadian dollars and Chilean pesos. The Company's reporting currency is US dollars. Hence, any fluctuation of the US dollar in relation to these currencies may affect the value of the Company's assets and liabilities. Any strengthening of other currencies against the US dollar or any other currency in which the Group transacts and where the foreign exchange risk is not hedged could have an adverse effect on the Company's business, results of operations and financial condition.
The Company May be Involved in Legal Proceedings
The Company is currently involved in litigation as the petitioning party in a winding up application with respect to Minera Cobre Verde SpA. The Company may also be subject to further litigation arising in the normal course of business or otherwise and may be involved in disputes with other parties in the future which may result in litigation. The causes of potential future litigation cannot be known and may arise from, among other things, business activities, environmental laws, volatility in stock price or failure or alleged failure to comply with disclosure obligations.
The results of litigation cannot be predicted with certainty. If the Company is unable to resolve litigation favourably, either by judicial determination or settlement, it may have a material adverse effect on the Company's financial performance and results of operations. As at this MD&A date, there are no material legal proceedings affecting the Company and the Directors are not aware of any legal proceedings pending or threatened against or affecting the Company.
The Company may, for example in relation to cross-border disputes, be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdiction of courts in any particular jurisdiction, such as Canada or Chile. The Company's ability to enforce its rights could have a material adverse effect on its future cash flows, earnings, results of operations and financial condition.
Community Relations and Social License to Operate
The Company's relationship with the communities living in the regions where it operates are critical to ensure the future success of its existing operations and the construction and development of its projects. There is an increasing level of public concern relating to the perceived effect of mining activities on the environment and on communities impacted by such activities. Certain non-governmental organizations ("NGOs"), some of which oppose to globalization and resource development, are often vocal critics of the mining industry and its practices, including the use of cyanide and other hazardous substances in processing activities. Adverse publicity generated by such NGOs or others related to extractive industries generally or the Company's operations specifically, could have a negative effect on the Company's reputation or financial condition and may impact its relationship with the communities in which it operates. While the Company is committed to operating in a socially responsible manner, there is no guarantee that the Company's efforts in this respect will mitigate this potential risk. The Company has implemented community relations initiatives within its areas of influence in Chile, in order to anticipate and manage social issues that may arise in connection with its project.
Price Volatility of Publicly Traded Securities
In recent years, the securities market in Canada has experienced a high level of price and volume volatility and the market prices of securities of many companies have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that continual fluctuations in price will not occur. It may be anticipated that any quoted market for the
Company's common shares will be subject to market trends generally, notwithstanding any potential success of the Company in creating revenues, cash flows or earnings.
Climate Change, Natural and Other Disasters
The Company's financial and/or operating performance could be adversely affected by climate change and the impact of natural or other disasters, such as earthquakes, fires, floods, epidemics or pandemics. Those occurrences could lead to volatility and disruption to global supply chains, operations, mobility of people and the financial markets, which could affect interest rates, credit ratings, credit risk, inflation, business, financial conditions and other factors relevant to the Company.
Development of mining operations are energy-intensive and result in a carbon footprint either directly or through the purchase of fossil-fuel based electricity. As such, the Company is impacted by current and emerging policy and regulation relating to greenhouse gas emission levels, energy efficiency and reporting of climate-change related risks.
A number of governments have introduced or are moving to introduce climate change legislation and treaties at international, national, state/provincial and local levels. Regulation relating to emission levels (such as carbon taxes) and energy efficiency is becoming more stringent. These or future measures could require the Company to reduce its direct emissions or energy use or to incur significant costs for emissions permits or taxes or have these costs or taxes passed on by electricity utilities which supply the Company's operations. The cost of compliance with environmental regulation and changes in environmental regulation have the potential to result in increased cost of operations. The Company could also incur significant costs associated with capital equipment, emission monitoring and reporting and other obligations to comply with applicable requirements.
Global climate change could exacerbate several of the threats faced by the Company's business, including the frequency and severity of weather-related events, resource shortages, changes in rainfall and storm patterns and intensities, water shortages, rising water levels and changing temperatures which can disrupt operations, damage infrastructure or properties, create financial risk or otherwise have a major adverse effect on financial position or liquidity. These threats may result in substantial costs to respond during the event, to recover from the event and possibly to modify existing or future infrastructure requirements to prevent recurrence. Global climate change also results in regulatory risks, which creates economic and regulatory uncertainty.
During exploration, development and production of mineral properties, certain risks and, in particular, unexpected or unusual geological operating conditions including rock bursts, cave-ins, fires, flooding and earthquakes may occur. It is not always possible to fully insure against such risks and the Company may decide not to insure such risks as a result of high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate any future profitability and result in increasing costs and a decline in the value of the Company's common shares.
Evolving Corporate Governance and Public Disclosure Regulations
The Company is subject to changing rules and regulations promulgated by several Canadian governmental and self-regulated organizations, including the Canadian Securities Administrators, the TSX and the International Accounting Standards Board. These rules and regulations continue to evolve in scope and complexity making compliance more difficult and uncertain. The Company's efforts to comply with these and other new and existing rules and regulations have resulted in, and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.
20
21
10 Disclosure
Internal Control over Financial Reporting and Disclosure Controls
Disclosure controls and procedures
Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in the securities legislation and include controls and procedures designed to ensure that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted under securities legislation is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Management, including the Chief Executive Officer and the Chief Financial Officer, has evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures. As of December 31, 2025, the Chief Executive Officer and the Chief Financial Officer have each concluded that the Company's disclosure controls and procedures, as defined in NI 52-109 – Certification of Disclosure in Issuer's Annual and Interim Filings, are effective to achieve the purpose for which they have been designed.
Internal controls over financial reporting
Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of the Company's financial reporting and the preparation of consolidated financial statements in compliance with IFRS Accounting Standards. The Company's internal control over financial reporting includes policies and procedures that:
- pertain to the maintenance of records that accurately and fairly reflect the transactions of the Company;
- provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with IFRS Accounting Standards;
- ensure the Company's receipts and expenditures are made only in accordance with authorization of management and the Company's directors; and
- provide reasonable assurance regarding prevention or timely detection of unauthorized transactions that could have a material effect on the consolidated financial statements.
Because of their inherent limitations, internal controls over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements. Furthermore, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
There have been no changes in the Company's internal controls over financial reporting during the three months ended March 31, 2026, that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.
Management, including the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of the Company's internal controls over financial reporting. As of March 31, 2026, the Chief Executive Officer and Chief Financial Officer have each concluded that the Company's internal controls over financial reporting, as defined in NI 52-109 - Certification of Disclosure in Issuer's Annual and Interim Filings, are effective to achieve the purpose for which they have been designed.
11 Cautionary Statement on Forward Looking Information
Certain information provided in this MD&A and any documents incorporated by reference herein may constitute "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information in this MD&A and any documents incorporated by reference herein includes but is not limited to information with respect to:
- expectations regarding the financial position of the Company, production targets, industry growth and other trend projections, future strategies, results and outlook of the Company and the opportunities available to the Company;
- the future price of minerals, particularly copper;
- estimations of mineral reserves and mineral resources;
- conclusions of economic evaluation;
- the realization of mineral reserve estimates;
- the timing and amount of estimated future production;
- costs of production;
- capital expenditures;
- success of exploration activities;
- mining or processing issues;
- currency exchange rates;
- government regulation of mining operations; and
- environmental and permitting risks.
Often, but not always, forward-looking information can be identified by the use of words such as "plans", "expects", "is expected", "budget", "outlook", "scheduled", "target", "estimates", "forecasts", "intends", "anticipates", or "believes" or variations (including negative variations) of such words and phrases, or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved.
Forward-looking information is based on management's expectations and reasonable assumptions and judgments at the time such statements are made. Estimates regarding the anticipated timing, amount and cost of exploration and development activities are based on assumptions underlying mineral reserve and mineral resource estimates and the realization of such estimates are set out herein. Capital and operating cost estimates are based on extensive research of the Corporation, purchase orders placed by the Corporation to date, recent estimates of construction and mining costs and other factors that are set out herein. Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company and/or its subsidiaries to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include:
- uncertainties of mineral resource estimates;
- risks and uncertainties inherent in and relating to estimates of future production and operations, cash and all-in sustaining costs;
- the nature of mineral exploration and mining;
- variations in ore grade and recovery rates; cost of operations;
- fluctuations in the sale prices of products;
- foreign currency fluctuations;
- volatility of mineral prices (including copper prices);
- exploration and development risks;
- liquidity concerns and future financings;
- risks associated with operations in foreign jurisdictions;
- potential revocation or change in permit requirements and project approvals, including uncertainties relating to regulatory procedure and timing for permitting reviews;
22
- mining operations including but not limited to environmental hazards, industrial accidents, ground control problems and flooding;
- geology including, but not limited to, unusual or unexpected geological formations and events (including but not limited to rock slides and falls of ground), estimation and modelling of grade, tonnes, metallurgy continuity of mineral deposits, dilution, and mineral resources and mineral reserves, and actual ore mined or metal recoveries varying from such estimates;
- mine life and life-of-mine plans and estimates;
- the possibility that future exploration, development or mining results will not be consistent with expectations;
- the potential for and effects of labour actions, disputes or shortages, community or other civil protests or demonstrations or other unanticipated difficulties with or interruptions to operations;
- potential for unexpected costs and expenses including, without limitation, for mine closure and reclamation at current and historical operations;
- uncertain political and economic environments;
- changes in laws or policies, foreign taxation, delays or the inability to obtain and maintain necessary governmental approvals and permits;
- regulatory investigations, enforcement, sanctions or related or other litigation;
- competition;
- no guarantee of titles to explore and operate;
- environmental liabilities and regulatory requirements;
- dependence on key individuals;
- conflicts of interests;
- insurance;
- fluctuation in market value of the Company's common shares;
- rising production costs;
- availability of equipment material and skilled technical workers;
- volatile current global financial conditions;
- the potential impact of the COVID-19 pandemic on the Company and/or its operations, and the mining industry and currency fluctuations;
- the potential impact of future or existing global and regional conflicts, including developments or escalation in the Russia/Ukraine war and Israel/Hamas conflict on the Company's and/or its operations, the mining industry and/or the currency and commodity fluctuations; and
- other risks pertaining to the mining industry, as well as those factors discussed in the section entitled "Risk Factors" in the MD&A.
Statements regarding the Company's planned DFS on the Project are also forward-looking information and may not be realized. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking information in this MD&A are made as of the date of this MD&A or as of the date of the documents incorporated by reference, as the case may be, and the Company does not undertake to update any such forward-looking information, except in accordance with applicable securities laws. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers are cautioned not to place undue reliance on forward-looking information. The forward-looking information contained in this MD&A and each of the documents incorporated by reference herein is presented for the purpose of assisting persons in understanding the financial position, strategic priorities and objectives of the Company for the periods referenced and such information may not be appropriate for other purposes.
23
24
12 ASX Listing Rule Information
Exploration results
The information in this MD&A that relates to exploration results for the Pampa Medina deposit are extracted from the Company's previous announcements released on ASX on January, 28 2026 titled "Pampa Medina Scout Drilling Delivers Significant Oxide Extensions; Western Deep Sulphide Drilling Pending" (for which the Competent Person was Sergio Rivera) and on March, 12 2026 titled "Marimaca Reports Further High-Grade Copper and Silver Intersections more than 600m from Pampa Medina West Step-Out Drilling" (for which the Competent Person was also Sergio Rivera). The Company confirms it is not aware of any new information or data as at the date of this MD&A which materially affects the exploration results reporting in those announcements. The form and content in which the Competent Person's findings are presented has not been materially modified from the original announcements. The announcements are accessible at www.asx.com.au.
Mineral Resources
The information in this MD&A that relates to Mineral Resources for the Marimaca Project is extracted from the Company's previous announcement released on ASX on August, 26 2025 titled "MOD Feasibility Study Confirms Robust Capital Intensity and 31%+ IRR; Maiden Ore Reserve" (for which the Competent Person was Luis Oviedo). The Company confirms it is not aware of any new information or data as at the date of this release which materially affects the Mineral Resource estimates reported in that announcement. The Company also confirms all material assumptions and technical parameters underpinning the Mineral Resource estimates in that announcement continue to apply and have not material changed. The form and content in which the Competent Person's findings are presented has not been materially modified from the original announcement. The announcement is accessible at www.asx.com.au.
Ore Reserves
The information in this MD&A that relates to Mineral Reserves for the Marimaca Project for the purposes of the JORC Code are Ore Reserves and are extracted from the Company's previous announcement released on ASX on August, 26 2025 titled "MOD Feasibility Study Confirms Robust Capital Intensity and 31%+ IRR; Maiden Ore Reserve" (for which the Competent Person was Carlos Guzmán). The Company confirms it is not aware of any new information or data as at the date of this release which materially affects the Ore Reserve estimates reported in that announcement. The Company also confirms all material assumptions and technical parameters underpinning the Ore Reserve estimates in that announcement continue to apply and have not material changed. The form and content in which the Competent Person's findings are presented has not been materially modified from the original announcement. The announcement is accessible at www.asx.com.au.
Production Targets and forecast financial information
The information in this MD&A that relates to the production targets and forecast financial information for the Marimaca Project is extracted from the Company's previous announcement released on ASX on August, 26 2025 titled "MOD Feasibility Study Confirms Robust Capital Intensity and 31%+ IRR; Maiden Ore Reserve". The Company confirms that all material assumptions underpinning the production targets and forecast financial information in that announcement continue to apply and have not materially changed. The announcement is accessible at www.asx.com.au.
25

marimaca
COPPER CORK