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Venzee Technologies Inc. — Annual Report 2022
Feb 23, 2023
44470_rns_2023-02-22_41340efb-cdfa-4c3d-9822-8b9b72113c42.pdf
Annual Report
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February 22, 2023
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Table of Contents
Page No. Definitions ............................................................................................................................................................................ 1 Introduction ......................................................................................................................................................................... 9 Corporate Structure.......................................................................................................................................................... 12 General Development of the Business ........................................................................................................................... 13 Description of the Business ............................................................................................................................................. 16 General ....................................................................................................................................................................... 16 Business Strategy ...................................................................................................................................................... 16 Principal Products and Operations ......................................................................................................................... 17 Employees .................................................................................................................................................................. 20 Specialized Skills and Knowledge ............................................................................................................................ 20 Responsible Mining and Sustainability ................................................................................................................... 21 Competitive Conditions ............................................................................................................................................ 29 Components............................................................................................................................................................... 29 Foreign Operations and Projects ............................................................................................................................. 30 Emerging Markets: Corporate Governance and Internal Controls ..................................................................... 30 Information Systems and Cybersecurity ................................................................................................................ 33 Description of Properties ......................................................................................................................................... 35 A. Candelaria Mine ............................................................................................................................................. 35 B. Chapada Mine ................................................................................................................................................ 46 C. Eagle Mine ...................................................................................................................................................... 55 D. Josemaria Project .......................................................................................................................................... 64 E. Neves-Corvo Mine.......................................................................................................................................... 74 F. Other Properties ............................................................................................................................................ 84 G. Closed and Historical Sites ........................................................................................................................... 87 Risks and Uncertainties .................................................................................................................................................... 88 Dividends and Distributions .......................................................................................................................................... 112 Description of Capital Structure .................................................................................................................................... 112 Market for Securities ...................................................................................................................................................... 113 Directors and Officers .................................................................................................................................................... 113 Audit Committee ............................................................................................................................................................. 118 Legal Proceedings and Regulatory Actions .................................................................................................................. 120 Interest of Management and Others in Material Transactions ................................................................................. 121 Transfer Agents and Registrars ..................................................................................................................................... 122 Material Contracts .......................................................................................................................................................... 122
Annual Information Form (for the year ended December 31, 2022)
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Interests of Experts ......................................................................................................................................................... 122 Additional Information ................................................................................................................................................... 123 SCHEDULE A: Mineral Resource and Mineral Reserve Estimates ............................................................................. 124 SCHEDULE B: Audit Committee Mandate .................................................................................................................... 128
Annual Information Form (for the year ended December 31, 2022)
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DEFINITIONS
In this Annual Information Form all units are presented in accordance with the International System of Units (i.e., metric) unless otherwise noted. Capitalized terms and abbreviations used in the AIF but not otherwise defined have the meanings set out below unless the context otherwise indicates:
General
AIF means this Annual Information Form.
Altius means Altius Minerals Corporation
Board or Board of Directors means the board of directors of the Company.
Candelaria or Candelaria Mine or Candelaria Copper Mining Complex means the open pit and underground mines and related infrastructure located near Copiapó in the Atacama Province, Region III of Chile owned by Minera Candelaria and Minera Ojos del Salado.
Candelaria 2030 EIA means the EIA entitled “Candelaria 2030 - Project Operational Continuity”, which was submitted to the Chilean environmental authorities in September 2013 and approved on July 23, 2015.
Candelaria 2040 EIA means the EIA entitled “Candelaria Operational Optimization and Continuity - 2040”, which was submitted to the Chilean environmental authorities in February 2020 and is currently under review.
Candelaria Report means the NI 43-101 technical report entitled “Technical Report for the Candelaria Copper Mining Complex, Atacama Region, Region III, Chile” dated effective December 31, 2022, prepared for Lundin Mining by Glen Cole, P.Geo., Benny Zhang, P.Eng., Souvik Banerjee, P.Geo., Adrian Dance, P.Eng., Colleen MacDougall, P.Eng., and Cameron Scott, P.Eng., each of whom is a Qualified Person.
Candelaria Stream Agreement means the purchase and sale agreement dated October 6, 2014 among the Company, LMC Bermuda Ltd., Franco-Nevada and Franco-Nevada (Barbados) Corporation and as amended on November 4, 2016, June 20, 2017 and August 27, 2020.
Cash Cost means the cost of mining, milling and concentrating, onsite administration and general expenses, property and production royalties not related to revenues or profits, metal concentrate treatment charges, and freight and marketing costs less the net value of by-product credits. Cash Cost is a non-GAAP financial measure. See “ Introduction – Non-GAAP and Other Performance Measures ”.
CBCA means the Canada Business Corporations Act .
Chapada or Chapada Mine means the copper-gold mine located in northern Goiás State, Brazil, approximately 320 km north of the state capital of Goiania owned by MMIC.
Chapada Purchase Agreement means the share and loan purchase agreement dated April 15, 2019, as amended July 5, 2019, among Yamana, Yamana International Holdings Coöperatie U.A., Lundin Mining Corporation and LMC Netherlands Holdings B.V.
Chapada Report means the NI 43-101 technical report entitled “Technical Report on the Chapada Mine, Goiás State, Brazil” dated effective June 30, 2019 prepared for Lundin Mining by Chester M. Moore, P.Eng., Hugo M. Miranda, ChMC(RM), Andrew P. Hampton, M.Sc., P.Eng., and David G. Ritchie, M.Eng., P.Eng., each of whom is a Qualified Person.
Annual Information Form (for the year ended December 31, 2022)
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CDP means CDP Worldwide, registered charity number 1122330 a company limited by guarantee registered in England no. 05013650 (and formerly known as the Carbon Disclosure Project). CDP is a not-for-profit charity that runs the global disclosure system for investors, companies, cities, states and regions to manage their environmental impacts. For more information see www.cdp.net.
CIM means the Canadian Institute of Mining, Metallurgy and Petroleum.
CIM Standards means the definitions for Mineral Resources, Mineral Reserves and mining studies adopted by the CIM Council on May 10, 2014, which are incorporated by reference in NI 43-101.
Code of Conduct means the Company’s Code of Conduct, Ethical Values and Anti-Corruption Policy .
Company , Lundin Mining , we or our refers to Lundin Mining Corporation, and where applicable, includes its subsidiaries.
Credit Agreement means the fourth amended and restated credit agreement dated April 26, 2022, between the Company and a banking syndicate comprised of The Bank of Nova Scotia, ING Capital LLC, Bank of Montreal, The Toronto-Dominion Bank, Bank of America, N.A., Canada Branch, Royal Bank of Canada and Canadian Imperial Bank of Commerce.
Credit Facility means the $1.75 billion revolving credit facility secured pursuant to the Credit Agreement, which expires April 2027.
CSA has the meaning ascribed thereto under “ General Development of the Business – Three Year History – 2022 ”.
D&F has the meaning ascribed thereto under “ Description of Properties – Eagle Mine – Mining Operations ”.
Deprominsa means Desarrollo de Prospectos Mineros S.A., a wholly-owned indirect subsidiary of the Company that owns the Josemaria Project.
Eagle or Eagle Mine means the Eagle nickel and copper mine located in the Upper Peninsula of Michigan, USA, in Michigamme Township, Marquette County owned by Eagle Mine LLC, a wholly-owned indirect subsidiary of the Company.
Eagle East means the high-grade massive and semi-massive nickel-copper sulfide mineralization approximately 2 km east and 600 m below the Eagle deposit.
Eagle Report means the NI 43-101 technical report entitled “NI 43-101 Technical Report on the Eagle Mine, Michigan, USA” dated effective December 31, 2022, prepared for Lundin Mining by Curtis Clarke, MMSA QP, Devin Castendyk, PG, Jason Obermeyer, PE, Brian Thomas, P.Geo., Stephan Blaho, P.Eng., James McDonald, P.Geo., Ibrahim Karajeh, P.Eng. and Ewald Pengel, P.Eng., each of whom is a Qualified Person.
EDM means Empresa de Desenvolvimento Mineiro, S.A., a Portuguese government-owned company.
EIA means an Environmental Impact Assessment.
EIR means Environmental Impact Report.
EuroZinc means EuroZinc Mining Corporation, which was acquired by the Company on October 31, 2006 and subsequently amalgamated with the Company effective November 30, 2006.
Feasibility Study is as defined by CIM and contained in the CIM Standards.
Franco-Nevada means Franco-Nevada Corporation.
Annual Information Form (for the year ended December 31, 2022)
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Freeport means Freeport-McMoRan Inc., a US-based international mining company, which owned the majority of Freeport Cobalt.
Freeport Cobalt means the Company’s former joint venture with Freeport which, prior to the sale in December 2019 of its cobalt refinery related assets and related cobalt cathode precursor business, operated a large-scale cobalt chemical refinery located in Kokkola, Finland and related sales and marketing companies. Effective September 1, 2021, the joint venture sold its remaining business which involved the operation of certain fine powders, chemicals, catalyst, ceramics and pigments businesses.
FRM means the Company’s Fatal Risk Management program, as described under “ Description of the Business – Responsible Mining and Sustainability – Health and Safety ”.
G&A means general and administrative.
GDPR means the European Union’s General Data Protection Regulation.
GHG means greenhouse gas.
GISTM means the Global Industry Standard on Tailings Management.
HSEC means health, safety, environment and communities.
HTDF has the meaning ascribed thereto under “ Description of Properties – Eagle Mine – Infrastructure, Permitting and Compliance Activities ”.
IFC means International Finance Corporation.
IFRS means International Financial Reporting Standards as issued by the International Accounting Standards Board.
INCO means INCO Ltda.
Interested Parties has the meaning ascribed thereto under “ Interest of Management and Others in Material Transactions ”.
IPB has the meaning ascribed thereto under “ Description of Properties – Neves-Corvo Mine – Geological Setting, Mineralization and Deposit Types ”.
IT means information technology.
Jervois means Jervois Mining Limited.
Josemaria or Josemaria Project means the Josemaria copper-gold porphyry project located in San Juan Province, Argentina owned by Deprominsa.
Josemaria Exploitation DIA has the meaning ascribed thereto under “ Description of Properties – Josemaria Project – Infrastructure, Permitting and Compliance Activities ”.
Josemaria Exploration DIA has the meaning ascribed thereto under “ Description of Properties – Josemaria Project – Infrastructure, Permitting and Compliance Activities ”.
Josemaria Report means the NI 43-101 technical report entitled “NI 43-101 Technical Report, Feasibility Study for the Josemaria Copper-Gold Project, San Juan Province, Argentina” dated November 5, 2020 with an effective date of September 28, 2020, prepared for Josemaria Resources by Bob McCarthy, P.Eng., Neil Winkelmann,
Annual Information Form (for the year ended December 31, 2022)
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FAusIMM, Andy Thomas, P.Eng., Cameron Scott, P.Eng., Marcel Bittel, P.Eng., Brian Johnston, P.Eng., Daniel Ruane, P.Eng., James Gray, P.Geo., Fionnuala Devine, P.Geo., and Jeffrey Austin, P.Eng., each of whom is a Qualified Person.
Josemaria Resources means Josemaria Resources Inc., a wholly-owned subsidiary of the Company.
Keel means the Eagle East Keel Zone, which is a part of the Eagle East deposit.
LOM means life of mine.
Lorito means Lorito Holdings S.à.r.l., a company indirectly owned by the Lundin family trust and that jointly owns Nemesia with Zebra.
LTIF has the meaning ascribed thereto under “ Description of the Business – Responsible Mining and Sustainability – Health and Safety ”.
Mandate means the Company’s audit committee mandate.
MCP means mine closure plan.
MD&A means management’s discussion and analysis of results of operations and financial condition of the Company.
Minera Candelaria means Compañía Contractual Minera Candelaria, an 80% indirect subsidiary of the Company that owns the Candelaria mine (forming part of the Candelaria Copper Mining Complex).
Minera Ojos del Salado means Compañía Contractual Minera Ojos del Salado, an 80% indirect subsidiary of the Company that owns the Santos and Alcaparrosa mines (forming part of the Candelaria Copper Mining Complex).
Mineral Reserves are defined under the CIM Standards as set out under “ Introduction – CIM Definition Standards ”.
Mineral Resources are defined under the CIM Standards as set out under “ Introduction – CIM Definition Standards ”.
MMIC means Mineração Maracá Indústria e Comércio S.A., a wholly-owned indirect subsidiary of the Company that owns the Chapada Mine.
Modifying Factors are defined under the CIM Standards as set out under “ Introduction – CIM Definition Standards ”.
NCIB means the Company’s normal course issuer bid.
Nemesia means Nemesia S.a.r.l., a company indirectly owned by the Lundin family trust.
Neves-Corvo or Neves-Corvo Mine means the copper and zinc mine situated approximately 220 km southeast of Lisbon in the Alentejo district of southern Portugal owned by SOMINCOR.
Neves-Corvo Report means the NI 43-101 technical report entitled “NI 43-101 Technical Report for the NevesCorvo Mine, Portugal” dated effective December 31, 2022, prepared for Lundin Mining by Richard Ellis, C.Geol., EurGeol, FGS, Philip King, ARSM, C.Eng., FIMMM, Stuart Richardson, C.Eng., MIMMM, Alison Allen, C.Env., FIMMM, MIEMA, MIEEM, and Phil Newall, C.Eng., FIMMM, each of whom is a Qualified Person.
NI 43-101 means National Instrument 43-101 “ Standards of Disclosure for Mineral Projects ” adopted by the Canadian Securities Administrators.
Annual Information Form (for the year ended December 31, 2022)
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NI 52-110 means National Instrument 52-110 “ Audit Committees ” adopted by the Canadian Securities Administrators.
NPI means net profit interest.
NSR means net smelter return.
OCAB has the meaning ascribed thereto under “ Description of Properties – Closed and Historical Sites ”.
Order means (i) a cease trade order; (ii) an order similar to a cease trade order; or (iii) an order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days.
PAC means Pedro Aguirre Cerde, a processing plant located at Candelaria.
PAG means potentially acid generating.
Phelps Dodge means Phelps Dodge Corporation, a copper mining company which was acquired by Freeport in 2007.
Preliminary Economic Assessment means a preliminary economic assessment as defined in NI 43-101.
QA/QC means the combination of quality assurance, the process or set of processes used to measure and assure the quality of a product, and quality control, the process of ensuring products and services meet consumer expectations.
Qualified Person means a qualified person as defined in NI 43-101.
Rio Tinto means the Rio Tinto Group.
RMMS means the Company’s Responsible Mining Management System, as described under “ Description of the Business – Responsible Mining and Sustainability ”.
RMP means the Company’s Responsible Mining Policy, as described under “ Description of the Business – Responsible Mining and Sustainability ”.
SAG means semi-autogenous grinding.
Sandstorm means Sandstorm Gold Ltd.
SEDAR means the System for Electronic Document Analysis and Retrieval.
SEMAD means the Secretary of State for Environment and Sustainable Development ( Secretaria de Estado de Meio Ambiente e Desenvolvimento Sustentável ) for the State of Goiás, Brazil.
SERNAGEOMIN means Chile’s National Agency for Geology and Mining ( Servicio Nacional de Geología y Minería ).
SLOS has the meaning ascribed thereto under “ Description of Properties – Eagle Mine – Mining Operations ”.
SOMINCOR means SOMINCOR - Sociedade Mineira de Neves-Corvo, S.A., a wholly-owned indirect subsidiary of the Company that owns the Neves-Corvo Mine.
SPZ has the meaning ascribed thereto under “ Description of Properties – Neves-Corvo Mine – Geological Setting, Mineralization and Deposit Types ”.
Annual Information Form (for the year ended December 31, 2022)
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SSC means the Safety and Sustainability Committee of the Board.
Sumitomo means Sumitomo Metal Mining Co., Ltd. and Sumitomo Corporation and, where applicable, includes their subsidiaries.
TC/RC means treatment charge (TC) and refining charge (RC).
TCFD means Task Force on Climate-Related Financial Disclosures.
Technical Reports means the Candelaria Report, Chapada Report, Eagle Report, Josemaria Report and NevesCorvo Report.
Term SOFR has the meaning ascribed thereto under “ General Development of the Business – Three Year History – 2022 ”.
TRIF has the meaning ascribed thereto under “ Description of the Business – Responsible Mining and Sustainability – Health and Safety ”.
TSF means tailings storage facility.
TSX means the Toronto Stock Exchange.
Umicore means Umicore N.V.
Unification License has the meaning ascribed thereto under “ Description of Properties – Chapada Mine – Infrastructure, Permitting and Compliance Activities ”.
US means the United States.
Vieille-Montagne means the Société des Mines et Fonderies de Zinc de la Vieille-Montagne, which was merged into Union Minière group and subsequently merged into Umicore.
VMS has the meaning ascribed thereto under “ Description of Properties – Neves-Corvo Mine – Geological Setting, Mineralization and Deposit Types ”.
VSC has the meaning ascribed thereto under “ Description of Properties – Neves-Corvo Mine – Geological Setting, Mineralization and Deposit Types ”.
Yamana means Yamana Gold Inc.
Zebra means Zebra Holdings and Investments S.à.r.l., a company indirectly owned by the Lundin family trust and that jointly owns Nemesia with Lorito.
ZEP or Zinc Expansion Project means the construction project at Neves-Corvo to increase zinc mining and processing capacity to approximately 2.5 Mtpa generating an average of 150,000 tpa of zinc in concentrate over 10 years.
Zinkgruvan or Zinkgruvan Mine means the Zinkgruvan zinc and lead mine located approximately 250 km southwest of Stockholm in south-central Sweden owned by ZMAB.
ZMAB means Zinkgruvan Mining AB, a wholly-owned indirect subsidiary of the Company that owns the Zinkgruvan Mine.
Annual Information Form (for the year ended December 31, 2022)
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Technical Terms
Ag means silver.
Au means gold.
cm means centimetre.
Cu means copper.
ha means hectare.
IOCG means iron oxide copper gold.
km means kilometre.
kt means kilotonne.
ktpd means kilotonnes per day.
m means metre.
mamsl means metres above mean sea level and is a standard metric measurement in metres of vertical distance (height, elevation or altitude) of a location in reference to a historic mean sea level taken as a vertical datum.
mm means millimetre.
Mtpa means million tonnes per annum.
Ni means nickel.
oz means one troy ounce weighing 31.10348 grams.
Pb means lead.
PGM means platinum group metals.
QEMSCAN[TM] means Quantitative Evaluation of Minerals by Scanning electron microscopy.
SG means specific gravity.
Sn means tin.
t means tonne.
tpa means tonnes per annum.
tpd means tonnes per day.
µm means micrometre.
Zn means zinc.
Annual Information Form (for the year ended December 31, 2022)
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CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION
Certain of the statements made and information contained herein is “forward-looking information” within the meaning of applicable Canadian securities laws. All statements other than statements of historical facts included in this AIF constitute forward-looking information, including but not limited to statements regarding the Company’s plans, prospects and business strategies; the Company’s guidance on the timing and amount of future production and its expectations regarding the results of operations; expected costs; permitting requirements and timelines; timing and possible outcome of pending litigation; the results of any Preliminary Economic Assessment, Feasibility Study, or Mineral Resource and Mineral Reserve estimations, life of mine estimates, and mine and mine closure plans; anticipated market prices of metals, currency exchange rates, and interest rates; the development and implementation of the Company’s Responsible Mining Management System; the Company’s ability to comply with contractual and permitting or other regulatory requirements; anticipated exploration and development activities at the Company’s projects; the Company’s integration of acquisitions and any anticipated benefits thereof; and expectations for other economic, business, and/or competitive factors. Words such as “believe”, “expect”, “anticipate”, “contemplate”, “target”, “plan”, “goal”, “aim”, “intend”, “continue”, “budget”, “estimate”, “may”, “will”, “can”, “could”, “should”, “schedule” and similar expressions identify forward-looking statements.
Forward-looking information is necessarily based upon various estimates and assumptions including, without limitation, the expectations and beliefs of management, including that the Company can access financing, appropriate equipment and sufficient labour; assumed and future price of copper, nickel, zinc, gold and other metals; anticipated costs; ability to achieve goals; the prompt and effective integration of acquisitions; that the political environment in which the Company operates will continue to support the development and operation of mining projects; and assumptions related to the factors set forth below. While these factors and assumptions are considered reasonable by Lundin Mining as at the date of this AIF in light of management’s experience and perception of current conditions and expected developments, these statements are inherently subject to significant business, economic and competitive uncertainties and contingencies. Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements and undue reliance should not be placed on such statements and information. Such factors include, but are not limited to: global financial conditions, market volatility and inflation, including pricing and availability of key supplies and services; risks inherent in mining including but not limited to risks to the environment, industrial accidents, catastrophic equipment failures, unusual or unexpected geological formations or unstable ground conditions, and natural phenomena such as earthquakes, flooding or unusually severe weather; uninsurable risks; project financing risks, liquidity risks and limited financial resources; volatility and fluctuations in metal and commodity demand and prices; delays or the inability to obtain, retain or comply with permits; significant reliance on a single asset; reputation risks related to negative publicity with respect to the Company or the mining industry in general; health and safety risks; risks relating to the development of the Josemaria Project; inability to attract and retain highly skilled employees; risks associated with climate change; compliance with environmental, health and safety laws and regulations; unavailable or inaccessible infrastructure, infrastructure failures, and risks related to ageing infrastructure; risks inherent in and/or associated with operating in foreign countries and emerging markets, including with respect to foreign exchange and capital controls; economic, political and social instability and mining regime changes in the Company’s operating jurisdictions, including but not limited to those related to permitting and approvals, environmental and tailings management, labour, trade relations, and transportation; risks relating to indebtedness; the inability to effectively compete in the industry; risks associated with acquisitions and related integration efforts, including the ability to achieve anticipated benefits, unanticipated difficulties or expenditures relating to integration and diversion of management time on integration; changing taxation regimes; risks related to mine closure activities, reclamation obligations, environmental liabilities and closed and historical sites; reliance on key personnel and reporting and oversight systems, as well as third parties and consultants in foreign jurisdictions; information technology and cybersecurity risks; risks associated with the estimation of Mineral Resources and Mineral Reserves and the geology, grade and continuity of mineral deposits including but not limited to models relating thereto; actual ore mined and/or metal recoveries varying from Mineral Resource and Mineral Reserve estimates, estimates of grade, tonnage, dilution, mine plans and metallurgical and other characteristics; ore processing efficiency; community and stakeholder opposition; financial projections, including estimates of future expenditures and cash costs, and estimates of future production may not be reliable; enforcing legal rights in foreign jurisdictions; environmental and regulatory risks associated with the structural stability of waste rock dumps or tailings storage facilities; activist shareholders and proxy solicitation matters; risks relating to dilution; regulatory investigations, enforcement, sanctions and/or related or other litigation; risks relating to payment of dividends; counterparty and customer concentration risks; the estimation of asset carrying values; risks associated with the use of derivatives; relationships with employees and contractors, and the potential for and effects of labour disputes or other unanticipated difficulties with or shortages of labour or interruptions in production; conflicts of interest; existence of a significant shareholder; exchange rate fluctuations; challenges or defects in title; internal controls; compliance with foreign laws; potential for the allegation of fraud and corruption involving the Company, its customers, suppliers or employees, or the allegation of improper or discriminatory employment practices, or human rights violations; the threat associated with outbreaks of viruses and infectious diseases; risks relating to minor elements contained in concentrate products; and other risks and uncertainties, including but not limited to those described in the “Risk and Uncertainties” section of this AIF and the “Managing Risks” section of the Company’s MD&A for the year ended December 31, 2022, which are available on SEDAR at www.sedar.com under the Company’s profile.
All of the forward-looking statements made in this AIF are qualified by these cautionary statements. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated, forecast or intended and readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which may have been used. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking information. Accordingly, there can be no assurance that forwardlooking information will prove to be accurate and forward-looking information is not a guarantee of future performance. Readers are advised not to place undue reliance on forward-looking information. The forward-looking information contained herein speaks only as of the date of this AIF. The Company ‐ disclaims any intention or obligation to update or revise forward looking information or to explain any material difference between such and subsequent actual events, except as required by applicable law.
Annual Information Form (for the year ended December 31, 2022)
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Introduction
Date of Information
All information in this AIF is as of December 31, 2022 unless otherwise indicated.
Currency
The Company reports its financial results and prepares its financial statements in US dollars. All currency amounts in this AIF are expressed in US dollars, unless otherwise indicated. All references to “C$” in this AIF are to Canadian dollars. The period-end US dollar exchange rates for the Company’s principal operating currencies and for the Canadian dollar were as follows:
| As at December 31(1) | 2022 | 2021 | 2020 |
|---|---|---|---|
| Argentine peso (ARS) | 177.13 | 102.69 | 84.07 |
| Brazilian real (BRL) | 5.22 | 5.58 | 5.20 |
| Canadian dollar (C$) | 1.36 | 1.27 | 1.27 |
| Chilean peso (CLP) | 859.51 | 844.69 | 710.95 |
| Euro (€) | 0.94 | 0.88 | 0.81 |
| Swedish krona(SEK) | 10.44 | 9.04 | 8.19 |
(1) Data sourced from Bloomberg.
Financial Information
Unless otherwise noted, financial information is presented in accordance with International Financial Reporting Standards as issued by the IFRS as outlined in Part 1 of the Handbook of the Chartered Professional Accountants of Canada and include some amounts that are based on management’s estimates and judgement.
Technical Information
Where Mineral Resources are stated alongside Mineral Reserves, those Mineral Resources are inclusive of, and not in addition to, the stated Mineral Reserves. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. The estimates of Mineral Reserves and Mineral Resources discussed in this AIF may be affected by environmental, permitting, legal, title, taxation, sociopolitical, marketing and other relevant issues. The Company’s current Technical Reports, which are available on SEDAR under the Company’s profile at www.sedar.com, contain further details regarding Mineral Reserve and Mineral Resource estimates, classification, reporting parameters, key assumptions and risks for each of the Company’s material mineral properties.
Unless otherwise stated, the Mineral Reserve estimates in this AIF have been reviewed and approved by Mr. Arkadius Tarigan, P.Eng., Director, Reserves and Mine Planning of Lundin Mining, the Mineral Resource estimates in this AIF have been reviewed and approved by Mr. Cole Mooney, P.Geo., Director, Resource Geology of Lundin Mining, and all other scientific and technical information in this AIF has been reviewed and approved by Mr. Arman Barha, P.Eng., Vice President, Technical Services of Lundin Mining. Each of Messrs. Tarigan, Mooney and Barha is a Qualified Person under NI 43-101 but is not independent of Lundin Mining for purposes of NI 43101 as they are employees of Lundin Mining.
CIM Definition Standards
In this AIF, the definitions of Proven and Probable Mineral Reserves and Measured, Indicated and Inferred Mineral Resources are those used by Canadian Securities Administrators and conform to the definitions utilized by the CIM in the CIM Standards. The Mineral Reserves and Mineral Resources estimations disclosed in this AIF have
Annual Information Form (for the year ended December 31, 2022)
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been prepared in accordance with the CIM Standards that are incorporated by reference in NI 43-101. The following definitions are reproduced from the CIM Standards:
A “ Mineral Resource ” is a concentration or occurrence of solid material of economic interest in or on the Earth’s crust in such form, grade or quality and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade or quality, continuity and other geological characteristics of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge, including sampling. Mineral Resources are sub-divided, in order of increasing geological confidence, into Inferred, Indicated and Measured categories.
An “ Inferred Mineral Resource ” is that part of a Mineral Resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity. An Inferred Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource and must not be converted to a Mineral Reserve. It is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration.
An “ Indicated Mineral Resource ” is that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics are estimated with sufficient confidence to allow the application of Modifying Factors (as defined below) in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Geological evidence is derived from adequately detailed and reliable exploration, sampling and testing and is sufficient to assume geological and grade or quality continuity between points of observation. An Indicated Mineral Resource has a lower level of confidence than that applying to a Measured Mineral Resource and may only be converted to a Probable Mineral Reserve.
A “ Measured Mineral Resource ” is that part of a Mineral Resource for which quantity, grade or quality, densities, shape, and physical characteristics are estimated with confidence sufficient to allow the application of Modifying Factors to support detailed mine planning and final evaluation of the economic viability of the deposit. Geological evidence is derived from detailed and reliable exploration, sampling and testing and is sufficient to confirm geological and grade or quality continuity between points of observation. A Measured Mineral Resource has a higher level of confidence than that applying to either an Indicated Mineral Resource or an Inferred Mineral Resource. It may be converted to a Proven Mineral Reserve or to a Probable Mineral Reserve.
A “ Mineral Reserve ” is the economically mineable part of a Measured and/or Indicated Mineral Resource. It includes diluting materials and allowances for losses, which may occur when the material is mined or extracted and is defined by studies at pre-feasibility or feasibility level as appropriate that include application of Modifying Factors. Such studies demonstrate that, at the time of reporting, extraction could reasonably be justified. The reference point at which Mineral Reserves are defined, usually the point where the ore is delivered to the processing plant, must be stated. It is important that, in all situations where the reference point is different, such as for a saleable product, a clarifying statement is included to ensure that the reader is fully informed as to what is being reported. The public disclosure of a Mineral Reserve must be demonstrated by a pre-feasibility study or feasibility study.
A “ Probable Mineral Reserve ” is the economically mineable part of an Indicated, and in some circumstances, a Measured Mineral Resource. The confidence in the Modifying Factors applying to a Probable Mineral Reserve is lower than that applying to a Proven Mineral Reserve.
A “ Proven Mineral Reserve ” is the economically mineable part of a Measured Mineral Resource. A Proven Mineral Reserve implies a high degree of confidence in the Modifying Factors.
For the purposes of the CIM Definition Standards, “ Modifying Factors ” are considerations used to convert Mineral Resources to Mineral Reserves. These include, but are not restricted to, mining, processing, metallurgical, infrastructure, economic, marketing, legal, environmental, social and governmental factors.
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Non-GAAP and Other Performance Measures
The Company uses certain performance measures in its analysis and disclosure. These performance measures are not standardized financial measures and have no meaning within generally accepted accounting principles under IFRS as issued by the International Accounting Standards Board and, therefore, amounts presented may not be comparable to similar data presented by other mining companies. This data is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. The following are non-GAAP and other specified financial measures as defined in National Instrument 52-112 “ Non-GAAP and Other Financial Measures ” that the Company uses as key performance indicators in this AIF, on a historical and forward-looking basis.
Cash Cost
Copper, zinc and nickel Cash Costs per pound are key performance measure ratios that management uses to monitor performance. Management uses these statistics to assess how well the Company’s producing mines are performing and to assess overall efficiency and effectiveness of the mining operations. Cash Cost per pound is a non-GAAP ratio that uses Cash Cost, a non-GAAP financial measure, as a component. Although these measures are calculated according to accepted industry practice, the Company’s disclosed Cash Costs per pound and Cash Costs may not be directly comparable to other base metal producers.
Cash Cost is calculated as follows: costs directly attributable to mining operations, excluding any allocation of upfront streaming proceeds or capital expenditures for deferred stripping. By-product revenue is adjusted for the terms of streaming agreements but excludes any deferred revenue from the allocation of upfront cash received.
Cash Cost per pound is calculated as follows: Cash Costs are divided by the sales volume of the primary metal to arrive at Cash Cost per pound.
For a description and reconciliation of these and other non-GAAP measures to the most directly comparable measures under IFRS, please refer to the heading “Non-GAAP and Other Performance Measures” on page 28 in Lundin Mining’s MD&A for the year ended December 31, 2022, which section is incorporated by reference herein and is available on SEDAR under the Company’s profile at www.sedar.com.
Other
The Company has included market and industry data in this AIF based on third party and Company information. Although the Company does not have any knowledge that such third-party information may not be reliable or accurate, there can be no assurance that such third-party information is complete or accurate. Such information involves risks and uncertainties and is subject to change based on various factors, including those factors discussed in ‘‘ Risks and Uncertainties ”.
The Company’s website is provided herein for informational purposes only. Information contained on the Company’s website should not be deemed to be incorporated by reference herein.
Annual Information Form (for the year ended December 31, 2022)
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Corporate Structure
Name, Address and Incorporation
Lundin Mining was incorporated by Articles of Incorporation on September 9, 1994, under the CBCA as “South Atlantic Diamonds Corp.” and subsequently changed its name to “South Atlantic Resources Ltd.” on July 30, 1996, and to “South Atlantic Ventures Ltd.” on March 25, 2002. The Company changed its name to “Lundin Mining Corporation” on August 12, 2004.
The Company amalgamated with EuroZinc effective November 30, 2006 and with Tenke Mining Corp. effective July 31, 2007.
The Company’s registered and records office and corporate head office is located at 150 King Street West, Suite 2200, Toronto, Ontario, Canada M5H 1J9.
Inter-Corporate Relationships
A significant portion of the Company’s business is carried on through its various subsidiaries. The following chart illustrates the Company’s material subsidiaries, including their respective jurisdiction of incorporation and the percentage of votes attaching to all voting securities of each subsidiary that are beneficially owned, controlled or directed, directly or indirectly, by the Company as at December 31, 2022:
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Annual Information Form (for the year ended December 31, 2022)
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General Development of the Business
Three Year History
Recent Developments Subsequent to 2022
- On February 8, 2023, the Company reported (1) a maiden Mineral Resource for the Saúva deposit and (2) its Mineral Resource and Mineral Reserve estimates as at December 31, 2022 (or as otherwise specified therein). On a consolidated and attributable basis, estimated contained metal in the Proven and Probable Mineral Reserve categories totalled 7,760 kt of copper, 2,541 kt of zinc, 12.7 million ounces of gold, 56 kt of nickel and 736 kt of lead. See Schedule A attached to this AIF for further information.
2022
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Effective January 1, 2022, as previously announced on September 9, 2021, Mr. Peter Rockandel joined the Board of Directors and Ms. Marie Inkster stepped down as a director.
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On February 10, 2022, the Company announced the discovery of a new copper-gold mineralized system called Saúva, located approximately 15 km north of the Chapada Mine, in the State of Goiás, Brazil.
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On February 17, 2022, the Company announced the retirement of Mr. Lukas Lundin from the Chair of Lundin Mining’s Board of Directors, which became effective on May 12, 2022, the time of the Company’s 2022 annual shareholders meeting.
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On February 17, 2022, the Company declared its regular quarterly cash dividend of C$0.09 per share and a semi-annual variable performance dividend of C$0.11 per share.
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On March 23, 2022, the Company announced the appointment of Ms. Juliana (Julie) Lam to the Company’s Board of Directors effective the same date. The Company also announced that Director Mr. Peter Jones advised of his retirement effective as at the Company’s 2022 annual shareholders meeting, and that Mr. Adam Lundin would be proposed as a director nominee to stand for election at the Company’s 2022 annual shareholders meeting.
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On March 30, 2022, the Company reported a fatality at its Neves-Corvo Mine in Portugal.
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On April 26, 2022, the Company executed the Credit Agreement which increased its Credit Facility to $1.75 billion (previously $800 million with a $200 million accordion option), reduced the cost of borrowing, and extended the term to April 2027, from August 2023. The amended Credit Facility bears interest on drawn funds at rates of Term Secured Overnight Financing Rate (“ Term SOFR ”) + Credit Spread Adjustment (“ CSA ”) + 1.45% to Term SOFR+CSA+2.50% depending upon the Company’s net leverage ratio, reduced from LIBOR+1.75% to LIBOR+2.75%, previously. The amendment and restatement provided the Company with more favourable covenants, reduced security on assets and included other customary revisions.
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On April 28, 2022, the Company acquired all of the issued and outstanding shares of Josemaria Resources through a plan of arrangement under the CBCA. Josemaria Resources shareholders were provided the right to elect to receive (i) 0.1487 of a common share of Lundin Mining per Josemaria Resources common share plus C$0.11 for each whole Lundin Mining share issued to such shareholder, or (ii) C$1.60 in cash for each Josemaria Resources common share, or (iii) any combination thereof, subject to pro-ration based on a total maximum cash consideration of approximately C$184.5 million and a total maximum of approximately 40 million Lundin Mining common shares. Pursuant to the acquisition, Lundin Mining paid an aggregate of $144.4 million in cash and issued 40,031,936 common shares to Josemaria Resources shareholders.
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On May 12, 2022, following the Company’s annual shareholders meeting, the Company announced the appointment of Mr. Adam Lundin as the Chair of the Board of Directors.
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On July 19, 2022, the Company published its annual Sustainability Report, including the Company’s new Focused on the Future long-term sustainability strategy which included a 35% reduction target in
Annual Information Form (for the year ended December 31, 2022)
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greenhouse gas emissions by 2030. A copy of the Sustainability Report is available on the Company’s website.
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On July 27, 2022, the Company announced the passing of the Company’s founder and former Chairman, Mr. Lukas Lundin. The Company also announced the appointment of Ms. Natasha Vaz to the Company’s Board of Directors effective August 1, 2022, as well as the appointments of Mr. Juan Andres Morel, Senior Vice President and Chief Operating Officer; Mr. Teitur Poulsen, Senior Vice President and Chief Financial Officer; Mr. David Dicaire, Senior Vice President, Josemaria Project; and Ms. Kristen Mariuzza, Senior Vice President, Sustainability, Health and Safety.
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On July 30, 2022, a sinkhole was detected near the Company’s Alcaparrosa mine in Chile. All personnel at the operation and in the community were safe and the appearance of the sinkhole did not result in any injuries. As a precautionary measure, development work in an area of the Alcaparrosa underground mine was halted immediately upon detection of the sinkhole, and subsequently all mining operations were voluntarily suspended.
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On September 30, 2022, a fatality occurred at the Neves-Corvo Mine in Portugal.
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On October 12, 2022, the Company announced the passing of its Board member, Ms. Karen Poniachik, who had served on the Board of Directors since February 2021.
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On December 5, 2022, the Company announced that it had renewed its NCIB which allows the Company to purchase up to 65,313,173 common shares over a period of twelve months commencing on December 9, 2022 and expiring on December 8, 2023. As of the date of this AIF, the Company has not purchased any common shares under the renewed NCIB.
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On December 6, 2022, the Company announced the appointment of Mr. Jack Lundin as the President of the Company. Concurrently, Mr. Jack Lundin stepped down from the Company’s Board of Directors.
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During the last quarter of 2022, the Company made the determination to relocate its corporate head office from Toronto to Vancouver, Canada, to be effective in the second half of 2023.
2021
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In January 2021, ZEP construction activities were officially restarted.
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On February 18, 2021, the Company declared a 50% increase in its cash dividend, to C$0.06 per share paid quarterly, compared to the quarterly dividend paid in 2020. The Company also announced the appointment of Mr. Jack Lundin and Ms. Karen Poniachik as directors to the Board.
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On June 21, 2021, the Company announced it would be adjusting the near-term mining sequence in the Candelaria open pit resulting in a reduction to the 2021 production guidance to 150,000–155,000 t of copper and 85,000–90,000 oz of gold on a 100% basis, and temporary suspension of the annual Cash Cost guidance for the operation.
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On July 6, 2021, the Company published its annual Sustainability Report.
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On July 27, 2021, the Company announced that its 24% owned subsidiary, Koboltti Chemicals Holding Limited, had entered into an agreement to sell Freeport Cobalt to Jervois. The sale was completed on September 1, 2021 and, excluding the contingent consideration, resulted in net proceeds to the Company of approximately $45 million cash plus $8 million in common shares of Jervois.
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On July 28, 2021, the Company declared an additional 50% increase in its regular cash dividend, to C$0.09 per share paid quarterly, compared to the dividend declared in February 2021, and declared an inaugural semi-annual variable performance dividend of C$0.09 per share.
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On September 9, 2021, the Company announced that Ms. Marie Inkster would be stepping down from her role as President and Chief Executive Officer and Director at the end of 2021 and that Mr. Peter Rockandel, Senior Vice President, Corporate Development and Investor Relations, would assume the role of President and Chief Executive Officer and join the Board of Directors at that time.
Annual Information Form (for the year ended December 31, 2022)
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On September 13, 2021, the Company reported its Mineral Resource and Mineral Reserve estimates as at June 30, 2021.
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On November 1, 2021, on the basis of a successful transition of responsibilities, Mr. Peter Rockandel assumed the role of President and Chief Executive Officer as of November 1, 2021. Ms. Marie Inkster remained an employee and Director until December 31, 2021.
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On December 6, 2021, the Company announced that it had renewed its NCIB which allowed the Company to purchase up to 63,761,024 common shares over a period of twelve months that commenced on December 9, 2021 and expired on December 8, 2022. The Company purchased 10,902,000 common shares through open market transactions at a weighted average price of approximately C$7.50 per common share. All shares purchased under the NCIB were cancelled.
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On December 20, 2021, the Company announced it had entered into an arrangement agreement with Josemaria Resources to acquire all of the issued and outstanding shares of Josemaria Resources through a plan of arrangement for an implied equity value of approximately $485 million.
2020
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On February 20, 2020, the Company declared a 33% increase in its cash dividend, to C$0.04 per share paid quarterly, compared to the quarterly dividend paid in 2019.
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On March 15, 2020, major construction and commissioning activities for ZEP were suspended in order to reduce the COVID-19 risks on the local communities, employees and contractors. Zinc production and capital cost guidance was withdrawn for Neves-Corvo.
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On May 11, 2020, Mr. William Rand retired as a director of the Company’s Board of Directors and Mr. Ashley Heppenstall was elected to the Board and was appointed Lead Director.
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On September 8, 2020, the Company reported its Mineral Resource and Mineral Reserve estimates as at June 30, 2020.
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On September 25, 2020, the Company reported a fatal accident at its Neves-Corvo Mine.
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On September 27, 2020, the Company announced that processing activities had been interrupted at the Chapada Mine due to a power outage which damaged all four mill motors; full year production, Cash Costs and capital expenditure guidance were withdrawn. Operations resumed at a reduced capacity in early October and returned to full production in December 2020.
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On October 7, 2020, the Company reported that mediation with Candelaria’s Mine Workers Union ended without an agreement and the workers commenced strike action. Subsequently, on October 20, 2020, negotiations with the Candelaria AOS Union failed to reach an agreement and this union also commenced strike action. With both unions on strike, the Company undertook an orderly shutdown of operations and withdrew its production and Cash Cost guidance for 2020 for Candelaria pending resolution of the labour actions.
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In late November 2020, the Company announced ratifications of new collective agreements with the striking unions as well as two additional unions that had collective agreements with approaching expiry dates.
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On December 4, 2020, the Company announced that it had renewed its NCIB which allowed the Company to purchase up to 63,682,170 common shares over a period of twelve months commencing on December 9, 2020 and expiring on December 8, 2021. The Company purchased 4,323,100 common shares through open market transactions at a weighted average price of approximately C$11.25 per common share. All shares purchased under the NCIB were cancelled.
Annual Information Form (for the year ended December 31, 2022)
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Description of the Business
General
Lundin Mining is a diversified Canadian base metals mining company with projects or operations in Argentina, Brazil, Chile, Portugal, Sweden and the United States, primarily producing copper, zinc, gold and nickel. For the purposes of this AIF, the Company’s material mineral properties consist of:
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Candelaria Mine, the open pit and underground copper-gold mines and related infrastructure located in the Copiapó Province in the Atacama Region of Chile;
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Chapada Mine, the copper-gold mine located in northern Goiás State, Brazil;
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Eagle Mine, the nickel and copper mine located in the Upper Peninsula of Michigan, USA;
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Josemaria Project, the copper-gold project located in the San Juan Province of Argentina; and
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Neves-Corvo Mine, the copper and zinc mine located in the Alentejo district of southern Portugal.
See “ Description of Properties ” below. Lundin Mining also owns 100% of (A) the Zinkgruvan zinc and lead mine located approximately 250 km south-west of Stockholm in south-central Sweden and (B) the Saúva copper-gold mineralized system located within an exploration concession owned by the Company approximately 15 km north of the Chapada Mine, in the State of Goiás, Brazil. See “ Other Properties ”. In addition to ongoing exploration in and around its existing mines, the Company regularly considers additional mining, exploration or project opportunities through acquisition, earn-in and other partnership models.
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Business Strategy
Lundin Mining’s mission is to responsibly mine base metals vital to society, creating meaningful value for its stakeholders. Lundin Mining aims to achieve this vision through executing its strategy of operating, upgrading and growing a base metals portfolio with a strong focus on copper that provides leading returns for shareholders throughout the mining cycle.
From a producer’s perspective, the Company believes that copper has the best long-term supply/demand fundamentals in the mining industry and offers shareholders the greatest opportunity for sustained risk-adjusted returns. The Company has consistently executed on a long-term copper growth strategy through leveraging its
Annual Information Form (for the year ended December 31, 2022)
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copper-focused exploration expertise and the recent additions of the Chapada Mine and Josemaria Project and the discovery of the Saúva copper-gold mineralized system. Over the past decade, Lundin Mining’s successful development of economic mineral deposits, its portfolio of high-quality, low-cost operations in safe and established mining jurisdictions, and its track record of consistent growth and Mineral Reserve expansion through accretive acquisitions and discoveries have enabled the Company to position itself competitively relative to its peers in the mining industry.
The operation of existing assets and the investment and acquisition of other mineral assets are underpinned by the following strategic imperatives to ensure consistency with Lundin Mining’s mission and to generate meaningful long-term value for stakeholders:
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Principal Products and Operations
Lundin Mining’s current principal products and sources of sales are copper, zinc and nickel concentrates from Candelaria, Chapada, Eagle, Neves-Corvo, and Zinkgruvan, with copper concentrates from Candelaria and Chapada containing significant gold content. Information related to Lundin Mining’s operating segments is set forth in Note 25 to the annual consolidated financial statements for the year ended December 31, 2022 and the MD&A for the year ended December 31, 2022, which discuss each operation that is separately defined as a segment. Both documents are filed on the Company’s SEDAR profile at www.sedar.com.
The following table sets out the Company’s revenue by product for each of the last two financial years:
| 2022 | % | 2021 | % | |
|---|---|---|---|---|
| ($000’s) | ($000’s) | |||
| Copper | 1,909,235 | 63 | 2,344,635 | 70 |
| Zinc | 371,822 | 12 | 305,432 | 9 |
| Nickel | 379,790 | 12 | 276,446 | 8 |
| Gold | 227,616 | 7 | 249,176 | 7 |
| Other(1) | 152,765 | 6 | 153,076 | 6 |
| Total | 3,041,228 | 100 | 3,328,765 | 100 |
| (1) Other |
revenues primarily include sales of lead and silver. |
Annual Information Form (for the year ended December 31, 2022)
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Production from operations was as follows:
| Contained metal in concentrate | 2022 | 2021 | 2020 |
|---|---|---|---|
| Copper (t)(1) | 249,659 | 262,884 | 230,781 |
| Zinc (t) | 158,938 | 143,797 | 142,744 |
| Gold (oz)(1) | 154,000 | 167,000 | 163,000 |
| Nickel(t) | 17,475 | 18,353 | 16,718 |
(1) Reflects 100% Candelaria production.
Copper
The Company’s primary product is copper, which it produces in concentrates across Candelaria, Chapada, Eagle and Neves-Corvo, and to a lesser extent, Zinkgruvan. The Josemaria Project, if brought into production, will also contribute to the Company’s copper production. The Company’s copper concentrates are sold worldwide, with a significant portion of sales derived from customers in Europe and Japan. Copper concentrates are produced from open-pit operations at the Chapada Mine, and from underground mines at Eagle, Neves-Corvo and Zinkgruvan. Candelaria operates an open pit mine and underground mines. The Josemaria Project is expected to be developed as an open pit mine.
Copper concentrates from Candelaria are trucked from the mine and shipped from the Punta Padrones port, near Caldera, to destinations in Europe, Japan, South Korea and China. Copper concentrates produced at the Chapada Mine are trucked from the mine and shipped from a public port facility in Açu, Brazil to destinations in Europe and the Far East. All of the copper concentrates from the Eagle Mine are transported by rail and sold to a smelter in Canada. Copper concentrates produced at Neves-Corvo are transported to the on-site train terminal, and railed 180 km away from the mine site to the port of Setúbal on the Atlantic coast, where the concentrates are shipped mainly to European smelters. Copper concentrates produced at Zinkgruvan are trucked from the mine and shipped from the port of Otterbäcken in Sweden to a European smelter.
The copper concentrates are sold primarily through long-term contracts under a range of quantity options and destinations, the commercial terms of which are negotiated on an annual basis based on the prevailing market conditions. The balance of concentrate production is sold into the spot market at then-current market terms.
Copper consumption is primarily tied to its electrical conductivity properties. Demand for copper in a variety of forms, shapes and alloys is split globally, with about one-quarter each going to electrical networks, construction industries and consumer goods, with the remainder split between auto and transportation sectors and industrial machinery. Copper’s electrical conductivity properties make it a key component in building the technologies and infrastructure needed to reduce global carbon emissions, through its use in solar panels, wind turbines, energy storage and electric vehicles. Copper will also play an important role in improving the efficiency of electric motors and the transmission and distribution of power to assist in accelerating the global reduction of carbon emissions.
In recent years, Asian countries, especially China, Vietnam, India and Thailand, have accounted for the majority of the increase in global demand for refined copper. Going forward the demand for copper is expected to be more balanced as policy that supports green energy has been or is expected to be passed in both Asian and Western countries.
The copper business is cyclical. Copper concentrate treatment charges rise and fall depending upon the supply of copper concentrates in the market and the demand for custom copper concentrates by the copper smelting and refining industry. Copper is primarily traded on the London Metal Exchange, the New York Commodity Exchange and the Shanghai Futures Exchange. The price of copper as reported on these exchanges is influenced by numerous factors, including: (i) the worldwide balance of copper demand and supply; (ii) rates of global economic growth, including in China, which has become the largest consumer of refined copper in the world; (iii) speculative investment positions in copper and copper futures; (iv) the availability and cost of substitute materials; and (v) currency exchange fluctuations, including the relative strength of the U.S. dollar. See “ Risks and
Annual Information Form (for the year ended December 31, 2022)
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Uncertainties – The Company’s business is highly dependent on the international market prices and demand of the metals it produces, which are both cyclical and volatile ”.
Zinc
The Company produces zinc concentrates through its underground mining operations at Neves-Corvo and Zinkgruvan. Zinc concentrates are sold predominantly to European smelters.
Zinc concentrates produced at the Neves-Corvo Mine are transported to the on-site train terminal, and railed 180 km away from the mine site to the port of Setúbal on the Atlantic coast, where the concentrates are shipped mainly to European smelters. Zinc concentrates produced from Zinkgruvan are trucked to the port of Otterbäcken in Sweden and shipped in bulk vessels to mainly European smelters. The majority of zinc concentrate production is sold through long-term contracts, the commercial terms of which are negotiated on an annual basis based on the prevailing market conditions. A small portion of the zinc concentrate production may be sold to trading companies on a spot basis or by tenders. As there are a number of alternative zinc smelters and traders available, the Company does not depend on any one customer.
The zinc business is cyclical. Treatment charges rise and fall depending upon the supply of zinc concentrates in the market and the demand for custom zinc concentrates by the zinc smelting and refining industry. Like copper, zinc is also traded on many different exchanges, with the most prominent being the London Metal Exchange, the New York Commodity Exchange and the Shanghai Futures Exchange. Prices of zinc can be driven by a number of factors, including general levels of supply and demand of zinc globally and particularly in China, the demand from the automotive and construction sector, and global economic events. See “ Risks and Uncertainties – The Company’s business is highly dependent on the international market prices and demand of the metals it produces, which are both cyclical and volatile ”.
Galvanizing steel makes up the major source of global zinc demand, with almost half of zinc demand going into construction and about 20% going into each of the transportation sector and infrastructure. Zinc’s galvanizing properties provide protection to steel to reduce corrosion, which extends the service life of steel components and infrastructure, thus reducing the need to replace them. Zinc prices and premiums are highly dependent on the demand for steel products. Zinc is also an essential element for human health and can be used in fertilizers as a sustainable approach to increasing crop yields.
Gold
The copper concentrates produced from the Candelaria and Chapada mines have significant gold content. Gold is produced from an open pit mine at Chapada, and from open pit and underground mines at Candelaria. The Josemaria Project is expected to be developed as an open pit mine, and if brought into production, is also expected to produce gold-rich copper concentrates.
The principal markets into which the high-gold copper concentrates are sold are Europe and Japan. 68% of the total gold production from the Candelaria Mine is sold to Franco-Nevada under the Candelaria Stream Agreement (see “ Material Contracts ”). The balance of the Company’s gold production from Chapada and Candelaria is sold at terms in-line with market conditions for copper concentrates. The concentrates from Candelaria are sold on contract to local smelters or trucked to the Punta Padrones port, near Caldera, for export to overseas smelters in Europe, Japan, South Korea and China. The concentrates from Chapada are transported by truck to the port of Açu where they are shipped to a variety of overseas smelter customers in Europe and the Far East.
Gold has diverse uses, with the most prominent uses being jewelry and as an investment asset (particularly in global central bank reserves). Gold also has industrial uses, principally in fabrication of corrosion-free electrical connectors in computers and other electrical devices, and other uses such as infrared shielding, production of coloured glass, gold leafing, and tooth restoration.
Annual Information Form (for the year ended December 31, 2022)
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While gold can be readily sold on numerous markets throughout the world and it is not difficult to ascertain its market price at any particular time, the London Bullion Market Association publishes prices that are widely accepted as being benchmark, and as a result, are widely used. Demand for and the price of gold is cyclical and volatile, and is affected by numerous factors, including levels of supply and demand, global or regional consumptive patterns, level of investment activity, purchases or sales by government central banks, increased production due to new mine developments and improved mining and production methods, speculative activities related to the sale of metals, availability and costs of investment substitutes, international economic and political conditions, interest rates, currency values and inflation. See “ Risks and Uncertainties – The Company’s business is highly dependent on the international market prices and demand of the metals it produces, which are both cyclical and volatile ”.
Nickel
The Company produces nickel concentrates at its underground Eagle Mine. The nickel concentrates are transported via rail car directly to smelter facilities within North America. The nickel concentrate production is sold under long-term contracts at terms in-line with market conditions to smelters.
The nickel business is cyclical. Prices of nickel can fluctuate due to a number of factors, including global nickel supply and demand, input prices, production and cost levels and government policies in major producing regions, interest rates and inflation. See “ Risks and Uncertainties – The Company’s business is highly dependent on the international market prices and demand of the metals it produces, which are both cyclical and volatile ”.
Nickel’s resistance to corrosion and propensity to form alloys make it essential in hundreds of thousands of products. The most prevalent use of nickel is in the production of stainless steel, with the remainder of the demand being for batteries, non-ferrous alloys, plating, alloy steels, foundries and other applications. The accelerated development and increasing rates of adoption of electric vehicles over the next few years should contribute to higher consumption of nickel from within the battery sector.
Employees
As of December 31, 2022, Lundin Mining had a total of approximately 4,979 employees and 8,233 contract employees located primarily in Canada, Argentina, Brazil, Chile, Portugal, Sweden and the United States for a total equivalent full-time employment of 13,212 people. The Company’s success at mining and marketing its minerals is reliant on the services of key employees and contractors, as well as the development and continued relationships with certain third parties, including geologists, engineers, metallurgists and other personnel with specialized skill and knowledge. There remains demand for highly skilled, experienced and diverse workers in our industry. See “ Specialized Skills and Knowledge ” and “ Risks and Uncertainties – The Company’s ability to attract and retain highly skilled employees may adversely impact the Company’s business and future operations ”.
Specialized Skills and Knowledge
Various aspects of the Company’s business require specialized skills and knowledge, certain of which are in high demand and in limited supply. Such skills and knowledge include the areas of permitting, engineering, geology, metallurgy, logistical planning, implementation of exploration programs, mine construction and development, mine planning and operations, as well as legal compliance, finance, accounting, risk management, safety and security, community relations and human resources. Lundin Mining has highly qualified management personnel and staff, an active recruitment program, and believes that persons having the necessary skills are generally available. The Company has been able to locate and retain competent employees and consultants in such fields and has maintained a high retention rate of highly skilled employees through, among other things, competitive remuneration and compensation packages. With the Company’s planned move in 2023 of the corporate head office from Toronto to Vancouver, the Company will be required to replace a significant number of employees across certain functions. The Company is planning for as seamless a transition as possible via steps such as early recruitment and onboarding in Vancouver and delayed departure dates and retention incentives for critical functions. As a result, the Company expects to minimize disruptions to its business. Further, the Company does
Annual Information Form (for the year ended December 31, 2022)
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not anticipate having significant difficulty in recruiting other personnel as needed, and training programs are in place for workers that are recruited locally. See “ Specialized Skills and Knowledge ” and “ Risks and Uncertainties – The Company’s ability to attract and retain highly skilled employees may adversely impact the Company’s business and future operations ”.
Responsible Mining and Sustainability
Lundin Mining has adopted a responsible mining approach to managing safety and sustainability. This responsible mining approach integrates health, safety, environment and communities considerations into all aspects of the business throughout all stages of the mining life cycle. However, it also goes well beyond the standard HSEC areas and includes processes and procedures related to other critical areas like human rights, diversity and inclusion, climate change and greenhouse gas emissions, water, air quality, biodiversity, tailings management and crisis management and emergency preparedness.
The Company’s Responsible Mining Policy (“ RMP ”), recently updated in February 2022, establishes the Company’s commitment to sustainable practices and principles that guide the business in ensuring the success of its longterm sustainability strategy and its business objectives. Comprising of 17 principles, the policy addresses the key elements of responsible mining that include health and safety, environmental stewardship, social performance, economic contribution, compliance, and governance throughout the mine life cycle.
The commitments established by the RMP are operationalized through the implementation of a Responsible Mining Management System (“ RMMS ”) standard. The RMMS standard is aligned to ISO 14001 and ISO 45001 requirements and has been benchmarked against relevant aspects of the Mining Association of Canada's Toward Sustainable Mining standard. In practice, this standard sets specific HSEC management system requirements which are applicable to all Lundin Mining operations. The RMMS requirements are further supported through the issuance of specific technical standards and guidance documents that address key operational activities and risks such as social performance management, air quality, greenhouse gas management, closure planning, fatality prevention, water management and tailings stewardship.
For the purpose of assurance, management regularly monitors, audits and reviews operational HSEC activities and performance against internal and external requirements.
The Company has established a long-term sustainability strategy, “Focused on the Future ”, aimed at integrating, embedding and improving sustainability across the organization and enhancing the Company’s collective awareness of key sustainability challenges facing the mining industry. The strategy is comprised of a purpose — mining responsibly to contribute to a more sustainable world — and five key priorities as described below. The strategy is aligned with highly regarded frameworks for sustainable business, including the Global Reporting Initiative (GRI) and the United Nations Sustainable Development Goals. Guided by the Company’s materiality assessment and risk management framework and with the oversight of the Board’s Safety and Sustainability Committee, the Company identifies strategically important and material sustainability issues, defines targets and key performance indicators, and measures progress and performance under each of the five pillars below.
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The Company’s non-financial, sustainability disclosures (including climate related disclosures) are reported annually in its Sustainability Report in accordance with the Global Reporting Initiative framework and CDP Climate Change which is aligned with the TCFD. The metrics disclosed are subject to annual external assurance processes (which are further described in the Company’s Sustainability Report). For additional information on Lundin Mining’s RMP, RMMS, Sustainability Strategy and performance, as well as the most recent Sustainability Report, please see the Company’s website.
Board Oversight and Governance
The SSC has direct oversight of health, safety, environment, social and sustainability matters including risk management, performance, leadership and reporting including climate change and tailings management at Lundin Mining. The SSC reviews performance against our Sustainability Strategy, RMP, RMMS and Code of Conduct to ensure the Company is fulfilling its objectives relating to health, safety, environmental stewardship, community investment and social responsibility. The SSC assists the Board in its oversight of the Company’s identification, assessment, monitoring and management of health, safety, environmental, community, sustainability and climate change-related risks. The SSC also oversees the Company’s compliance with applicable legal and regulatory requirements associated with health, safety, environmental and community matters. Consisting of three Board members (the majority of whom are independent), the SSC meets at least quarterly to review the Company’s performance across a range of key performance indicators, and to provide oversight and review of sustainability management.
The Board reviews the reports of the SSC to oversee the implementation of the Company’s sustainability strategy and policies, the effectiveness of the risk assessment and management policies and procedures with respect to safety and sustainability matters, and the Company’s performance against key safety and sustainability performance objectives, all as described in the Board and SSC mandates. In early 2022, the Board approved the reconstitution of the former Health, Safety, Environmental and Community Committee as the SSC and broadened its mandate to better reflect the Company’s commitment to sustainable development and the critical role the committee plays in overseeing the Company’s sustainability performance and risk management.
The day-to-day ownership and management of sustainability matters and risks occur at the operational level at each of the Company’s mine sites, with reporting to and under the guidance of corporate leadership. Each site is responsible for identifying programs, targets and metrics that measure progress and deliver meaningful impact for the business and its stakeholders, including host countries and local communities. Site-level leadership teams identify and assess the key sustainability opportunities and risk exposures facing the sites, including with respect to climate change, provide direction on mitigation controls and measures to manage such risks, and monitor
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progress and issues. The corporate leadership team provides guidance and oversight over the site-level sustainability management, ensuring that the health and safety, environmental, community, risk management and other operational programs are aligned with the strategic directives and risk management framework of the Company as a whole.
Health and Safety
Lundin Mining’s fundamental objective is Zero Harm and safety is the Company’s top priority. The Company actively works to promote and positively influence the health, safety and well-being of its workforce, local communities, vendors and suppliers, and other stakeholders. One of the core aspects of RMMS implementation is Fatal Risk Management (“ FRM ”), a Company-wide program designed to prevent high potential incidents, eliminate fatalities, and reduce repeat events. FRM focuses on the identification of 18 fatal risks found in the mining industry and the implementation of critical controls to mitigate these risks. Other key health and safety aspects of RMMS include workplace hazard identification, reporting and control requirements, qualitative and quantitative risk assessments, Life-Saving Rules, fatality prevention requirements called high consequence protocols, leadership training, safe work procedures and permit systems, safety interactions, safe work observations, incident reporting and investigation, root cause analysis, and sharing of lessons learned.
A key pillar of Lundin Mining’s approach to health and safety is the implementation of the Company’s occupational health and industrial hygiene program. Each of the Company’s mining operations provides occupational health services to their employees either through on-site clinics or through local occupational medical providers or contracted mobile services. In addition, each operation maintains an industrial hygiene program aimed at reducing the potential long-term occupational health risks through the anticipation, recognition, evaluation, and control of potential exposures to chemical, biological, and physical and ergonomic agents in the workplace. Lundin Mining regularly samples and assesses potential workplace exposure to hazardous substances such as diesel particulate matter (DPM), elemental carbon, silica, respirable dusts, arsenic, lead, nickel, other heavy metals, and noise. When potential exposures are identified, the Company works to apply the hierarchy of controls to eliminate, reduce and control the risk to human health.
Lundin Mining measures the performance of each of its operations through the application of leading and lagging indicators and the Company’s reporting processes are aligned to the International Council on Mining & Metals (ICMM) Health and Safety Performance Indicators Guidance (2021) manual and to the Global Reporting Initiative (GRI) GRI 403-2018: Occupational Health and Safety standard. The overall and publicly reported safety performance measurement is the Total Recordable Injury Frequency (“ TRIF ”) rate, which the Company uses to benchmark against its peers. In addition, as a reference indicator, the Company also tracks performance against the Lost Time Injury Frequency (“ LTIF ”) rate. The Company’s injury rates are calculated based on a 200,000-hour formula and follows the US Occupational Safety and Health Administration definition of first aid and medical treatment for classification of recordable injuries. In 2022, the Company achieved a TRIF rate of 0.68 and an LTIF rate of 0.40.
Environmental Management
The Company’s mining, exploration and development activities are subject to various levels of federal, provincial, state and local laws and regulations relating to the protection of the environment, including requirements for closure and reclamation of mining properties, waste disposal, worker safety, mine development, water management and protection of endangered and other special status species. The Company is required to obtain governmental permits and, in some instances, provide the appropriate regulatory authorities with reclamation financial assurance for mine closure obligations in accordance with applicable law and regulation. Violations of environmental and health and safety laws are subject to civil sanctions and, in some cases, criminal sanctions, including the suspension or revocation of permits. The failure to comply with environmental laws and regulations or liabilities related to hazardous substance contamination could result in project development delays, material financial impacts or other material impacts to our projects and activities, fines, penalties, lawsuits by the government or private parties, or material capital expenditures. Additionally, environmental laws in some of the countries in which we operate, as well as certain organizations that we are members of, require that we
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periodically perform audits and environmental impact studies at our mines. These studies could reveal presently unknown environmental impacts that would require us to make significant capital outlays or cause material changes or delays in our intended activities. These legal and regulatory requirements are combined with the Company’s RMP and RMMS requirements and systems to allow the local teams to manage the Company’s impact on the environment in a safe and responsible manner.
Lundin Mining’s approach to environmental stewardship is implemented through all stages of the life of a mineral project from design and development through to operation and finally through closure. At each stage, the Company emphasizes an approach that minimizes overall environmental impact. Through the implementation of its RMMS environmental management controls and procedures, the Company efficiently and thoughtfully uses all resources that are necessary to its operations (such as land, air, water and energy); responsibly manages wastes; contributes to the conservation of biodiversity; and applies an integrated approach to mine closure planning.
The Company’s total liability for reclamation and other closure provisions at December 31, 2022 was approximately $445.8 million. Our provisions for future reclamation and closure are estimated based on known legal requirements and Company policies and commitments. The reclamation programs are guided by our Mine Closure Planning Standard, which requires a risk-based approach to closure planning and includes site-specific closure matters relating to long-term water and land stewardship, requirements for post-closure land uses, employee and public safety, chemical and geotechnical stability, post-closure monitoring and aftercare, postclosure land ownership and tenure, temporary closure, and premature closure. All our mining operations have closure plans in place that are developed to the level of detail appropriate to the stage of each mine’s life cycle. All plans and cost estimates undergo regular updates and revisions as they are refined and implemented and in accordance with applicable legislation. These reviews and updates typically include input and oversight from regulatory agencies and other stakeholders. In 2022, Lundin Mining continued its site closure plan review cycle and completed or actioned independent third-party reviews of the mine closure plans at Candelaria and Eagle. The findings from the reviews were used to update site-specific plans and ensure alignment with industry best practices. Additional information related to Lundin Mining’s reclamation and other closure provisions is set forth in Note 13 to the annual consolidated financial statements for the year ended December 31, 2022 and the MD&A for the year ended December 31, 2022. Both documents are filed on the Company’s SEDAR profile at www.sedar.com.
For further information regarding environmental management matters, please see the description of each of our material and other properties under “ Description of Properties ”.
Community
Lundin Mining is committed to fostering healthy, resilient, and diversified communities in our areas of operation. The Company has developed a consistent and holistic five-year Corporate Social Performance Strategy anchored on strengthening internal skills and competencies, enhancing data-driven decision making, integrating social performance into enterprise-wide strategy and advancing development of social initiatives and targets. The Company has also established Social Performance Standards across the organization and implemented the Social License to Operate Index at all of its mine sites to measure community trust and acceptance levels and identify drivers that can enhance or hinder trust so as to inform our engagement, social investment, and operational activities. Our operations have also implemented site-specific annual social performance plans, which are tailored to the local contexts of the countries and regions, each with its own unique economic development, social capital and political conditions. The plans are informed by site risk assessments governed by our risk management framework and assess impacts that consider social and human rights risks, the presence of Indigenous Peoples and vulnerable groups, and emerging issues and opportunities at each location.
For more information on how the Company engages in the communities in which it operates, and its social performance initiatives at each site, please see our Sustainability Report, which is available on the Company’s website.
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Human Rights
Lundin Mining’s commitment to respect human rights is informed by and in alignment with the United Nations Guiding Principles on Business and Human Rights (UNGPs), in addition to leading international frameworks including IFC, World Bank Group, OECD Guidelines for Multinational Enterprises, and the Voluntary Principles on Security and Human Rights. This commitment is codified in the Company’s Human Rights Policy. The policy serves as a guide in our efforts to continuously improve our understanding of how to identify, prevent, mitigate and report human rights risks and associated issues, designed to complement our pre-existing commitment to human rights as stated in our RMP, Code of Conduct and related principles described in our Diversity and Inclusion Policy.
Our Human Rights Policy and requirements apply to all Lundin Mining employees, senior management and Board of Directors, as well as our contractors and suppliers. The policy is publicly available and communicated internally and externally, in all our operating languages. The SSC is responsible for overseeing our approach to human rights, and senior management at the corporate and site level are responsible for ensuring appropriate systems and processes are implemented and adhered to consistently throughout the Company.
The Company has engaged expert third-party consultants to conduct Human Rights Risk and Impact Assessments to assess our policy and standard frameworks against relevant international standards, conduct internal and external stakeholder engagement, and define salient issues that need to be addressed at each site. The assessments are broad in scope, covering areas that include impacted communities, environmental impacts, security arrangements, worker arrangements, procurement and supply chain management, and business relationships (e.g., business partners and host governments). Action plans are developed to address identified issues and implementation of the action plans are monitored and reported annually in our Sustainability Report, which is available on the Company’s website.
Diversity and Inclusion
Embracing diversity and inclusion is representative of Lundin Mining’s core values. The Company believes that diversity among our Board, senior management and employees has tangible and intangible benefits that foster an inclusive culture and make Lundin Mining a more successful business. The Company’s Diversity and Inclusion Policy includes a target for achieving and maintaining a Board composition in which women comprise at least 30% of all directors, and to sustain at least 30% of executive officer positions held by women, as relevant positions become vacant and appropriately skilled candidates are available. The policy reflects the Company’s ongoing commitment to promote diversity at Lundin Mining and to foster an inclusive culture based on merit, free of conscious or unconscious bias. As of December 31, 2022, the Board had eight members (five men and three women), six of whom were independent, non-executive directors with two directors who identified as members of a designated group, with an average age of 52 and an average tenure of six years.
To support our objectives under the Sustainability Strategy, the Company executes diversity and inclusion initiatives at each of our operations and conducts internal benchmarking assessments to evaluate diversity and inclusion maturity across our organization. The Company continues to proactively recruit female applicants, promote opportunities for women, and make good progress in developing workplaces that address the needs of female workers. The Company has developed initiatives to increase female representation in the workforce and set internal key performance indicators to achieve improvements at each of our operations. As of December 31, 2022, female representation in our global employee workforce was 16%, with significantly higher female representation at our Eagle and Zinkgruvan mines and at our corporate office.
The Company conducts frequent employee engagement surveys across the organization, including diversity, equity and inclusion assessments. We use the data obtained to create localized action plans that are relevant and meaningful to our workforce and promote a respectful work environment where our employees honour differences in backgrounds, experiences and perspectives. The Corporate Governance and Nominating Committee of the Board has oversight of our diversity and inclusion performance. The Company has also established a Corporate Diversity, Inclusion, Anti-Racism and Discrimination Committee (DIARD) to support the
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Company’s diversity and inclusion agenda, providing recommendations to address institutional and systemic inequalities and biases that may exist and promoting resources and forums that enable important and sometimes difficult conversations, and recommending concrete actions in support of its mandate.
Climate Change and Greenhouse Gas Emissions
In recent years, there has been considerably more global interest and initiatives in spurring corporate action to reduce greenhouse gas (“ GHG ”) emissions, to commit to low-carbon alternatives, and to develop climate resilience. For instance, in Sweden where the Company’s Zinkgruvan Mine is located and where the Company is publicly listed, the mining industry has publicly committed to contribute to the national decarbonization plan which includes a legally binding goal to achieve net-zero emissions by 2045. As a company with deep European operating roots, climate-related considerations have long been a part of Lundin Mining’s operating practices. Since 2017, Zinkgruvan’s primary source of electricity has been from renewable sources. The same year, Candelaria renewed its long-term electricity supply contract such that, as of 2023, 80% of electricity supply will come from renewable sources. In 2021, Candelaria gained certification of its newly developed Energy Management System under the ISO 50001 Energy Management System standard. As these examples demonstrate, Lundin Mining’s approach with respect to climate change and GHG emissions is to manage and mitigate the impact of the Company’s operations through a responsible approach to energy consumption and GHG emissions, along with preparing for regulatory and physical changes associated with climate change.
The SSC has oversight of the Company’s policies, programs, performance, risk management and reporting with respect to climate change. The Audit Committee and the Executive Risk Committee also assist the Board in overseeing the Company’s management of enterprise risks relating to climate change as well as the development and implementation of policies, guidelines and frameworks for addressing and mitigating such risks. Climaterelated risks and opportunities, where material and appropriate, are integrated into the enterprise Risk Management Framework, which is regularly reviewed by the Executive Risk Committee and reported to the SSC and Audit Committee of the Board, as appropriate.
Under the Company’s RMP, Lundin Mining has publicly committed to actively address climate change by working to reduce the Company’s GHG emissions, and to increase the resilience of its operations and host communities against climate related risks. Lundin Mining’s ability to meet this commitment is grounded in the gathering and publication of reliable data on the impacts of our operations. The Company’s RMMS governs how the operations manage energy, GHG emissions and interactions with water. Climate change risk assessments, mitigation and adaptation are also included in the Company’s updated Water Management Standard to ensure they are a part of current and future water management strategies at the Company’s sites. To further the Company’s GISTM implementation, the Company will evaluate embedding climate change considerations into its decision-making around tailings facilities.
Lundin Mining recognizes and prepares for the fact that physical and transition risks associated with climate change can have an adverse impact on its business and the communities where it operates. Accordingly, the Company continues to embed systems to identify, assess and manage the integration of climate-related risks and opportunities to ensure resilience across our business and adaptation in the face of climate change. Climate related physical and transition risks identified by the Company include regulatory changes, market drivers, changing technology and reputational risks as well as the impact of acute and chronic physical risks on our operations. See “ Risks and Uncertainties – The Company is subject to risks associated with climate change ” and the Company’s CDP Climate Change report (available on the Company’s website) for more details. Climate related opportunities associated with emerging low-carbon and more energy-efficient technologies are also tracked by the Company and integrated into its business strategies, including increasing demand for the metals mined by the Company, fuel-switching, negotiation of contracts to increase the use of renewable and lower-carbon energy sources, and improving energy efficiency. The Company continues to assess opportunities and mitigation initiatives, such as alternative water sources or altering existing water management and treatment facilities, which are aimed at building operational resilience against physical and transition risks relating to climate change. The Company has also identified climate-related opportunities to support local communities’ resilience, such as assisting local government departments, emergency services and communities during flood and wildfire events.
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Externally assured climate-related information is included in the Company’s annual Sustainability Report (available on the Company’s website) and is disclosed through the CDP’s Climate Change and Forestry programs, aligned with the TCFD recommendations. These disclosures currently include Scope 1, Scope 2 and limited Scope 3 GHG emissions. In 2022, the Company advanced its evaluation of material Scope 3 GHG emissions associated with its operations and completed a gap assessment against the TCFD reporting framework to allow for future enhancements to the Company’s reporting of climate-related financial information.
In addition to data collection and reporting, and building on work commenced in 2021, Lundin Mining developed an interim decarbonization target to reduce our absolute Scope 1 and Scope 2 (market-based) emissions by 35% by 2030 across our end-of-2019 portfolio of operations, compared to a target base year of adjusted 2019 emissions. The target is not static and will be updated as Lundin Mining identifies and implements new GHG emissions reduction opportunities. In 2022, the Company advanced the development of a roadmap for achieving the target and a data management platform to support measurement of performance against our target. In conjunction with establishing the target, the Company reviewed and further integrated climate-related risks and opportunities into the enterprise-wide Risk Management Framework. Lundin Mining expects to leverage its existing work and available data to develop a meaningful and realistic long-term carbon reduction target, and to identify future opportunities for education and planning on potential climate-related impacts at its operations and within its host communities.
Water
Responsible use and stewardship of water is a focus of Lundin Mining’s Sustainability Strategy to ensure we manage this resource by balancing its operational requirements with the needs of the surrounding communities and environments where we operate. In the Company’s RMP, we commit to assessing the risks and impacts of our activities and integrating these considerations into our business decisions. The Company has established a Corporate Water Management Standard, which is a holistic risk-based approach to effective management of water throughout the life cycle of our operations from exploration through mining and mineral processing to post-closure. In recent years, we have worked to ensure that local and regional context underpins our approach to water stewardship.
The Company conducts systematic assessments of water-related risks, including through routine stakeholder engagement and formal grievance mechanisms. This enables our operations to track current and emerging risks, prioritize controls required to reduce those risks to an acceptable level, and elevate the key issues to our corporate risk register for quarterly review by the Executive Risk Committee and the Board. Any non-compliances with water abstraction and discharge licence conditions are reported to the Board’s SSC and our sites implement corrective action plans to address underlying conditions for non-compliance, with the aim of prevention in the future. When further investigation is required, routine assessments are supplemented by focused studies and modelling. Assessment of cumulative impact is a requirement of our Corporate Water Management Standard and impacts on other water users are monitored through stakeholder engagement mechanisms and a cooperative working relationship with relevant government departments and third-party suppliers.
In 2020, Lundin Mining revised its public water reporting approach to align with the updated GRI 303: Water and Effluents 2018 standard. Our reporting is also aligned with the latest ICMM guidance, consistent with practice widely used in the mining and metals sector, and available on Lundin Mining’s website. Throughout 2021 and 2022, our operational sites continued to progress alignment with our Corporate Water Management Standard, aiming for full alignment prior to an in-depth RMMS audit planned for 2023.
Air Quality
Lundin Mining is committed to minimize disturbance to our neighbouring communities and the surrounding environment from emissions of air pollutants. Guided by the principles of the Company’s updated RMP and Sustainability Strategy, addressing impacts to air quality contributes to the health and well-being of local communities and workers and results in a more sustainable environment for all. The Company’s Corporate Air Quality Management Standard supports this approach, intending to minimize environmental and social impacts
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from air emissions via site-specific management planning, ongoing performance evaluation and implementation of appropriate controls throughout the mining life cycle.
Recognizing that dust emissions may be a concern in some communities in which the Company operates, each site maintains programs related to impact management including dust suppression programs of unpaved areas, traffic management to reduce impacts and mitigation of dusting at mineral waste facilities. In addition, beginning in 2021, the Company focused on evaluating solutions for suppressing dust, including quantitative review of effectiveness and suitability assessment at each of our operations. In 2022, at Eagle the Company implemented use of one of the dust suppressant solutions on a surface haul road with good success and at Zinkgruvan the Company planted vegetation and trees to reduce the generation and impact of dust within the community. The Company continues to develop and trial at both Candelaria and Chapada methods to suppress and reduce dust and is working closely with the nearby communities to address their concerns.
The Company aligns its public reporting with the GRI 305: Emissions definition of “significant air emissions”, being air emissions that are included in environmental permits and regulated under international conventions and/or national laws or regulations. Depending on their specific circumstances and regulatory requirements, our operations monitor oxides of nitrogen and sulphur (NOx and SOx), volatile organic compounds (VOCs), carbon monoxide (CO), hazardous air pollutants (HAPs), and particulate emissions.
Biodiversity
Lundin Mining recognizes the importance of the Company’s role in biodiversity stewardship — contributing to the proper assessment of biodiversity conditions, minimizing habitat degradation, and planning for habitat restoration during the life of mine cycle. The Company’s operational sites prepare and update their biodiversity action plans on an annual basis, identifying biodiversity risks and opportunities and informing the development of operational plans at each site in alignment with the Company standard. Our operations conduct routine flora, fauna and aquatic surveys, as appropriate, to identify species of interest and to monitor habitat health, biodiversity and any changes that could potentially be attributable to our operations. Supplementary surveys are undertaken periodically to support new permit applications for extensions of a mine site footprint, with relocation programs for selected species where required.
At Neves-Corvo, conservation of the Oeiras River and downstream catchment habitat is one of the highest environmental priorities, as the Company continues its long-standing partnerships with Portuguese universities, national conservation organizations, and natural park authorities to support river health and assist in the protection of endangered and vulnerable species, including supporting the Castro Verde Special Protected Area to promote the long-term conservation of great bustards and participation in the Portuguese Nocturnal Butterfly Stations Network initiative. In 2021, Zinkgruvan began a project of planting “green barriers” on the operational area, consisting of a variety of plants and trees of different heights. The barriers support dust mitigation and are also contributing to the biodiversity in the area. At Chapada, a plant survey and carbon-capture program was commenced at the site’s reserve in 2019 and completed in 2022.
Tailings Management
Lundin Mining is committed to the safe and responsible management of tailings facilities, to emergency preparedness and response, and to post-incident recovery. Across all operations, the Company actively manages 11 tailings facilities. Of these managed facilities, five are active and six are inactive or closed and no longer receiving tailings material. At these facilities, the Company applies operational processes, standards and procedures to ensure all tailings facilities are well operated and maintained, inspected, independently reviewed, and carefully monitored.
The Company is committed to the implementation of the Global Industry Standard on Tailings Management (GISTM), which is the first global standard on tailings management and sets a significant benchmark for improving the safe management of tailings facilities. It strives to achieve the ultimate goal of zero harm to people and the environment. The tailings governance framework includes multi-tiered oversight of all tailings facilities (including
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by Lundin Mining’s Board) and strives to provide a consistent Company-wide approach to manage tailings related risks. In 2022, the Company completed third party gap assessments against the GISTM and commenced implementing the resulting action plans for all of its tailings facilities.
With respect to emergency preparedness and response, Lundin Mining conducts simulated breach analyses and inundation studies in order to evaluate the potential impact of tailings facility failures on key consequences such as those to human life, the environment and the socio-economic health of the local community. All of the Company’s active tailings facilities with embankments or dams have emergency preparedness and response plans which consider the results of the simulated breach analyses and inundation studies.
As part of GISTM implementation, the Company is committed to maintaining and regularly updating public information on its commitment to safe and responsible tailings management, its tailings governance framework, and its policies and standards on the design, construction, monitoring, and closure of tailings facilities. Progress towards implementation of GISTM is reported in the Company’s Sustainability Report which is available on the Company’s website. The Company is also committed to cooperate in credible global transparency initiatives to create standardized, independent, industry-wide, and publicly accessible databases, inventories or other information repositories about the safety and integrity of tailings facilities.
Crisis Management and Emergency Preparedness
Lundin Mining maintains a high degree of emergency preparedness across the Company. As part of that process, each operation and the corporate headquarters have crisis management plans and strategies, and the Company conducts training and practice scenarios annually. The crisis management plans are supplemented by sitespecific emergency response plans that are catered to the unique aspects of each operation. In addition, each operation maintains emergency response capabilities suited to their working environments. This level of preparation allowed the Company to strategically plan for and deliver a timely and effective response to the COVID-19 outbreak in 2020 and its continued application in 2021 and 2022, which resulted in limited business disruption while ensuring the Company’s workforce and local communities were protected and supported. In 2022, the Company activated its crisis management plans at Neves-Corvo in connection with fatalities in March and September, and at Candelaria in connection with the sinkhole event in July.
Competitive Conditions
The Company competes with numerous other companies and individuals in the search for and the acquisition of financially attractive mineral properties. Lundin Mining’s ability to acquire mineral properties in the future will depend not only on its ability to develop its present properties, but also on its ability to select and acquire suitable producing properties or prospects for development or exploration. In addition, Lundin Mining also competes with other companies when sourcing goods and services and supplies used in connection with mining operations, as well as for the recruitment and retention of skilled experienced workers. Lundin Mining’s competitive position is also determined by its costs and product quality compared to other producers, and by its ability to maintain its financial capacity through metal price cycles and currency fluctuations. Costs are driven principally by location, grade and nature of mineral deposits; costs of equipment, labour, fuel, power and other inputs; costs of transport and other infrastructure; political, socioeconomic and environmental factors outside of the Company’s control; and by operating and management skill. See “ Risks and Uncertainties – The Company’s inability to effectively compete in the industry may adversely affect our business and future operations ”.
Components
Lundin Mining sources machinery, parts, equipment, supplies, reagents and services from large national incountry suppliers in the jurisdictions in which the Company operates and multinational suppliers outside of such jurisdictions. It also sources services and supplies, subject to competitive pricing and technical capability, from local businesses wherever possible according to its local procurement programs. All of the raw materials required to conduct our operations are readily available through normal supply or business contracting channels. While the Company has not experienced and does not anticipate experiencing any material challenges or shortages in
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the foreseeable future, fluctuations in the price and availability of key inputs and services may impact the Company’s operations. See “ Risks and Uncertainties – The Company’s business, financial position, operations and share price may be adversely impacted by global financial conditions, market volatility and inflation ”.
Foreign Operations and Projects
The Company currently owns 80% of the Candelaria Mine in Chile, 100% of the Chapada Mine in Brazil, 100% of the Eagle Mine in the U.S., 100% of the Neves-Corvo Mine in Portugal and 100% of the Zinkgruvan Mine in Sweden. Candelaria, Chapada, Eagle, Neves-Corvo and Zinkgruvan made up approximately 61%, 18%, 6%, 13% and 2% respectively, of the Company’s 2022 copper production. Candelaria and Chapada made up approximately 56% and 44%, respectively, of the Company’s 2022 gold production. Neves-Corvo and Zinkgruvan made up approximately 52% and 48%, respectively, of the Company’s 2022 zinc production. Eagle made up 100% of the Company’s 2022 nickel production. The Company also owns 100% of the Josemaria Project in Argentina and 100% of the Saúva copper-gold mineralized system in Brazil. The Company’s operations and projects are exposed to various levels of political, economic and other risks and uncertainties. These risks and uncertainties vary from country to country. Future development and operations may be affected in varying degrees by such factors as government regulations (or changes thereto) with respect to restrictions on production, export controls, import restrictions (such as restrictions applicable to, among other things, equipment, services and supplies), taxes, expropriation of property, repatriation of profits, environmental legislation, land use, water use, surface land access, land claims of local people and mine safety. The effect of these factors cannot be accurately predicted. See “ Risks and Uncertainties ” below.
Emerging Markets: Corporate Governance and Internal Controls
Lundin Mining conducts mining, development and exploration and other activities in many developed countries, including the United States, Portugal and Sweden, and in the emerging markets of Argentina, Brazil and Chile. Lundin Mining’s successful operation in emerging markets dates back to 2013 with its exploration activities in Peru and the Company has continued to enhance its emerging markets practices since that time with the acquisition of the Candelaria Mine in Chile in 2014, the Chapada Mine in Brazil in 2019 and the Josemaria Project in Argentina in 2022.
Operations in emerging markets expose the Company to increased levels of political, economic and other risks and uncertainties associated with foreign operations, such as differences in laws, corruption, business cultures and practices, banking systems and internal control over financial reporting. The Company manages these challenges through its well-established organizational structures. Lundin Mining’s operating protocols and oversight are exercised through a comprehensive system of corporate governance, internal controls over financial reporting and disclosure controls and procedures that apply to Lundin Mining and its consolidated subsidiaries and joint ventures, as further discussed below. These systems, which are coordinated by the Company’s senior management and overseen by its Board of Directors, are designed to monitor the activities at, and receive timely reports from, the Company’s operating subsidiaries and joint ventures.
For a detailed discussion of the risks associated with operating in emerging markets, see “ Risks and Uncertainties – The Company may be exposed to greater foreign exchange and capital controls, as well as political, social and economic risks as a result of its operation in emerging markets ” and “ Risks and Uncertainties – The Company may be subject to the exclusive jurisdiction of foreign courts, which would impact investors’ ability to enforce legal rights. In addition, uncertainty in government agency interpretation or court interpretation and application of laws and regulations could result in unintended non-compliance ”.
Subsidiary Structure
Lundin Mining holds its properties and projects in emerging markets indirectly through locally incorporated subsidiaries and/or joint venture entities established for the purposes of compliance with local law. These operating subsidiaries and joint venture entities are in turn held through holding companies incorporated in
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jurisdictions with well-developed and reliable legal and taxation systems. All of the Company’s subsidiaries are wholly-owned or controlled (unless otherwise noted in “ Corporate Structure ” above).
As the indirect shareholder, Lundin Mining has internal policies and systems in place which provide it with visibility into the operations of its subsidiaries, and the Company’s management team is responsible for monitoring the activities of the subsidiaries, as further discussed below under “ Decentralized Operating Structure with Localized Management ”. This structure facilitates information from the local jurisdiction to be communicated effectively and efficiently directly to the Board. Lundin Mining has the power to (directly or indirectly) appoint and replace board members of subsidiaries, including those operating in emerging markets.
The Company believes that this structure: (i) better facilitates internal company reorganizations; (ii) more efficiently allows for project financing and commercial transactions; (iii) provides predictability and legitimate dispute resolution processes; (iv) better allows the Company to comply with the laws of each of these countries; and (v) is more conducive to maintaining positive relationships with local entities and government officials. However, having material assets and property interests held indirectly through foreign subsidiaries and operating in emerging markets exposes the Company to risks and uncertainties that are significantly less likely to occur in other jurisdictions, such as the United States or Europe. See “ Risks and Uncertainties – The Company may be subject to the exclusive jurisdiction of foreign courts, which would impact investors’ ability to enforce legal rights. In addition, uncertainty in government agency interpretation or court interpretation and application of laws and regulations could result in unintended non-compliance ”.
Board and Management Experience and Oversight
The Company’s Board includes international business leaders and mining and other industry professionals. Likewise, the Company’s executive officers have significant experience in senior leadership positions with Lundin Mining or other mining or resource extraction companies.
Lundin Mining’s Board and executive team includes individuals with extensive experience working or running businesses in emerging markets. Mr. Adam Lundin, Chair of Lundin Mining’s Board, has many years of experience in public company management across the natural resources sector in emerging markets, particularly in Argentina and Chile. Ms. Natasha Vaz, a director of the Company, has extensive experience operating in Mexico. The Company’s other directors are former business executives and/or financial experts, almost all of whom have direct experience working with emerging markets as executives or former executives or current or past directors of mining or exploration companies with interests in emerging markets. The Company’s Senior Vice President and Chief Operating Officer has over two decades of experience working in Chile where the Company’s largest asset is located. Other members of the executive team have numerous years working with local operating teams in various emerging market jurisdictions and frequently visit the Company’s operating jurisdictions to stay abreast of the issues and risks associated with operating in emerging markets. In addition, many have prior management or operating experience with emerging markets. See “ Directors and Officers ” for further information on the executive officers’ and directors’ experience.
Members of the Board normally visit one or more of the Company’s operations annually in both developed and emerging markets. In addition, Lundin Mining’s Chief Executive Officer, President, SVP and Chief Operating Officer, SVP, Technical Services and Growth, and SVP, Sustainability, Health and Safety as well as other members of the Company’s senior management team, frequently visit the Company’s operations in both developed and emerging markets and, accordingly, have extensive knowledge of the operations in each of the Company’s operating jurisdictions. These Board and management visits ensure effective control and management of foreign operations while providing the Company’s directors and officers with the opportunity to familiarize themselves first-hand with Lundin Mining’s global operations, the local management teams responsible for overseeing the day-to-day operations, local employees, government officials and business partners. In addition, it provides firsthand insights regarding the specific risks and challenges associated with administering these operations or projects in emerging markets.
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The Board of Directors, through its corporate governance practices, receives regular management and technical updates on a monthly basis and risk assessments and progress reports in connection with its foreign subsidiaries, operations and activities in emerging markets are provided on a quarterly basis. Through these updates, assessments and reports, the Board gains additional familiarity with the operations, laws and risks associated with operations in those jurisdictions and maintains effective oversight of the Company’s business and operations. Further, the Board has access to Company records, as well as to senior management who work directly with local management as well as independent third party consultants and advisors (in areas such as legal, regulatory, accounting, tax, environmental, tailings management, compliance, etc.), who are familiar with the local laws, business culture and standard practices, have local language proficiency, are experienced in working in the applicable emerging jurisdiction and in dealing with the respective government authorities and have experience and knowledge of the local banking systems and treasury requirements.
The Company has a Code of Conduct that is required to be followed by all directors, officers and employees, including at the subsidiary level. All parties are expected to maintain and enhance the Company’s standing as an ethical member of the business community, and are therefore accountable for compliance with this Code of Conduct. The Company’s Corporate Secretary and/or General Counsel also provides directors and senior officers with summary updates of any developments relating to the duties and responsibilities of directors and officers and of any other corporate governance matters.
Decentralized Operating Structure with Localized Management
While the Board and management is responsible for the overall stewardship of the Company as a whole, Lundin Mining’s operating model is a decentralized one that places day-to-day responsibility and accountability in the hands of senior leaders located in the Company’s operating jurisdictions.
Each of the subsidiaries legally owns or controls its operating or project assets, and the subsidiaries’ operational decisions are localized. This at-site operational leadership team is led by a Managing Director who oversees a local management team composed of senior, experienced professionals responsible for the key functional areas (each a “ Local Functional Lead ”) necessary to run the operation. Each Managing Director reports to the Company’s Senior Vice President and Chief Operating Officer, who in turn reports to the Chief Executive Officer. In addition, each Local Functional Lead indirectly reports to their corresponding Company functional lead in the corporate head office. Company functional leads report up directly or indirectly to the Company’s executive leadership which is headed by Lundin Mining’s Chief Executive Officer and is overseen by the Board of Directors.
Lundin Mining’s human resource philosophy as applied to its operating jurisdictions is to attract, promote and retain national talent wherever possible. As none of the Company’s mining operations have camp facilities or operate with a fly-in, fly-out workforce, the vast majority of the Company’s operational workforce lives in the immediately surrounding communities. Further, the Managing Director of each of our mines is a citizen or resident of the country in which the mine they work at is located and is fluent in English and the primary language spoken in-country. In addition, almost all site-based leadership roles are occupied by nationals who are also proficient in English. This means that local management at each of the Company’s mines is able to communicate easily with local employees, regulators and government officials, and to report subsequently to the Company’s senior corporate leadership team in English. This approach to locally based employment and in-country national leadership helps the Company integrate into and gain acceptance from the communities in which Lundin Mining operates. At the Josemaria Project in Argentina, the Company employs considerably more expatriates due to the lack of locally available talent. However, the Company hires locally wherever possible and is developing an extensive training plan to ensure local inhabitants of the Province of San Juan can participate in the employment and supply opportunities that the Josemaria Project will provide.
This local integration and acceptance are supported by the Company’s contribution to the social and economic development of the emerging markets in which it operates by, among other things, hiring local employees, contractors and suppliers and investing in community health, education and economic development programs. The Company’s engagement philosophy is grounded in principles of respect (for people, culture, customs and values) and transparency in all our activities and interactions.
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Financial Reporting, Internal Controls and Cash Management Practices
On a quarterly and annual basis, Lundin Mining prepares consolidated financial statements and MD&A (which includes financial information and disclosure from its subsidiaries) in accordance with IFRS. The Company implements internal controls over the preparation of its financial statements and other financial disclosure to provide reasonable assurance that its financial reporting is reliable and that the quarterly and annual financial statements and MD&A are being prepared in accordance with IFRS and relevant securities laws.
Pursuant to the requirements of National Instrument 52-109 “ Certification of Disclosure in Issuers’ Annual and Interim Filings ”, the Company assesses the design and operation of disclosure controls and procedures, as well as internal controls over financial reporting, following a risk-based approach. The working papers of the tests performed at all of the Company’s locations are reviewed at the corporate office. These internal controls and associated processes are consistently applied across all operations and, with respect to operations in emerging markets specifically, do not materially differ from those employed at the Company’s other operations.
The primary responsibility of the Audit Committee is to oversee the Company’s financial reporting process on behalf of the Board of Directors and to report the results of its activities to the Board of Directors. The Audit Committee also has a significant role in risk management. See “ Audit Committee ”.
Differences in banking systems and controls between Canada and the emerging jurisdictions are addressed by having stringent controls over cash in all locations; especially over access to cash, cash disbursements, appropriate authorization levels, performing and reviewing bank reconciliations in the applicable jurisdiction on at least a monthly basis and an appropriate level of segregation of duties.
Cash management is overseen by the Company’s Canadian-based finance team and in accordance with the Company’s Treasury Policy which is reviewed and approved by the Audit Committee. With respect to bank accounts, Lundin Mining has internal controls in place that require each of the Company’s subsidiaries to obtain approval of the Senior Vice President and Chief Financial Officer before opening or closing any bank accounts and to notify the Company’s finance team for any necessary approvals before making any changes to any bank accounts, including but not limited to changes to those individuals granted banking authority (although certain foreign jurisdictions require authorized signatories to be residents of such jurisdictions). Monetary limits are established internally by the Company as well as with the respective banking institution and authorizations over bank accounts are reviewed and revised as necessary. The Company’s finance team is also responsible for generally monitoring the activity within all such bank accounts on an ongoing basis. Cash management and distribution to shareholders follows established practices, protocols and approvals that are regularly reviewed and updated when required.
Records Management
As required by applicable law, original copies of all corporate records are maintained in the language of, and stored at the offices of, each subsidiary in the jurisdiction of incorporation. However, where practical, a duplicate set of corporate records for certain subsidiaries is maintained electronically and/or in hard copy at the Company’s head office in Canada.
Information Systems and Cybersecurity
The Company’s information and operating technology systems and associated cybersecurity program are designed and developed by management and overseen by the Audit Committee and the Board. External service providers are retained for ongoing technology systems management, maintenance and cybersecurity support (including continuous system monitoring and managed endpoint security). In addition, the Company undergoes regular data penetration testing and vulnerability assessment, to assess its data security and information technology infrastructure. These information security assurance and audit activities are performed by qualified, independent professional service firms which validate the effectiveness of the technology systems and cyber security program and controls the Company has implemented. The Company has a multi-layered, defense-in-
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depth approach to technology systems and cybersecurity, with intentional redundancies to increase protection of valuable data and information. The Company’s overall enterprise data security and information technology infrastructure is managed in accordance with applicable security frameworks and industry best practices. The Company has established an enterprise cybersecurity awareness training program to optimize compliance and effectiveness throughout the organization. In addition, most of the Company’s directors have attended externally facilitated cybersecurity education sessions with respect to the material and evolving issues in cybersecurity and data security to facilitate their effective oversight of the Company’s policies, risk management and performance in this respect.
The Company also actively seeks to mitigate information systems and cybersecurity risks by identifying, reviewing and developing risk mitigation and response strategies. In addition to having an incident response partner on retainer to act in the event of a cybersecurity incident occurring within the organization, the Company has developed a formal cybersecurity incident response plan as well as a business continuity plan and a disaster recovery plan for each of the Company’s operations. The Company periodically reviews the operational status of the Company’s approach to technology systems and cybersecurity with management, the Audit Committee (which is comprised entirely of independent directors) and the Board. Findings from internal and external audits with respect to the Company’s systems are shared with the Board and fully integrated into the Company’s Risk Management Framework. The Company’s Cybersecurity Strategic Plan, renewed in 2021, provides a roadmap to deploy process improvements and governance at all operations, aligned with best practices and global frameworks, to enhance the Company’s cybersecurity program and protect its operational technology networks. See “ Risks and Uncertainties – The failure or breach of information systems or a component of information systems could adversely impact our reputation and results of operations ”.
To date, the Company has not experienced any material losses relating to cyber-attacks or other information security breaches.
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Description of Properties
Lundin Mining’s material mineral properties are Candelaria, Chapada, Eagle, Josemaria and Neves-Corvo. The following summaries below are derived, in part, from the Technical Reports. For more detailed information in respect of Lundin Mining’s material mineral properties, refer to the Technical Reports.
Certain information presented in each of the following sections describing the Company’s material mineral properties, including, but not limited to, Mineral Resource and Mineral Reserve estimates, as well as cost and production guidance, is forward looking information and such information is expressly qualified by the “Cautionary Statement on ForwardLooking Information”. See “Cautionary Statement on Forward-Looking Information” and “Risks and Uncertainties” .
A. Candelaria Mine
All summaries and references to the Candelaria Report are qualified in their entirety by reference to the complete text of the Candelaria Report, which is available under the Company’s profile on SEDAR at www.sedar.com. Except as where stated otherwise, the information below is stated as of the effective date of the Candelaria Report.
i. Project Description, Location and Access
The Candelaria Copper Mining Complex comprises two adjacent copper mining operations, Candelaria and Ojos del Salado, which produce copper concentrates from open pit and underground mines. Candelaria is an open pit and underground mine providing copper ore to an on-site flotation concentrator with a nominal processing capacity of 75,000 tpd. Ojos del Salado comprises two underground mines: Santos and Alcaparrosa. Operations at the Alcaparrosa mine were suspended following the appearance of a surficial sinkhole near the mine on July 30, 2022. The Santos mine provides copper ore to the PAC processing plant with a capacity of 3,800 tpd. The remainder of the ore extracted from Santos and, while in production, the total production of Alcaparrosa are treated at the Candelaria processing plant.
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The Candelaria Copper Mining Complex is located in Chile’s Atacama Region, at an elevation of approximately 650 mamsl approximately 20 km south of the city of Copiapó and 650 km north of Santiago. The properties are easily accessed using the public road system. Employees and contractors are primarily from the Atacama region.
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Copiapó is a modern city with regular services and a population of approximately 170,000. The regional Atacama airport is serviced by daily commercial flights from Santiago and other destinations.
The Candelaria property within the Candelaria District comprises 220 mining exploitation concessions (approximately 6,094 ha) and 29 mining exploration concessions (approximately 6,680 ha). The Ojos del Salado property comprises 206 mining exploitation concessions (approximately 9,305 ha) and 51 mining exploration concessions (approximately 11,050 ha). The concessions either have been granted or are in the process of being granted. The tenements are free of material mortgages, encumbrances, prohibitions, injunctions, and litigation. The tenements containing the active and future mining activities are not affected by material royalties. The tenements and their expiration dates (if applicable) are set out in Appendix A of the Candelaria Report.
Exploration concessions have a duration of four years and require an annual fee of approximately $4 per hectare payable to the Chilean Treasury. At the end of this period, the exploration concessions may be converted, totally or partially, into exploitation concessions. Exploitation concessions are of indefinite duration and an annual fee is payable to the Chilean Treasury of approximately $7 per hectare with activity and $27 per hectare without activity. The holder of a mining concession, whether exploitation or exploration, has the right to establish an occupation easement over the surface properties required for the exploration or exploitation of its concession.
On October 6, 2014, the Company, LMC Bermuda Ltd., Franco-Nevada and Franco-Nevada (Barbados) Corporation entered into the Candelaria Stream Agreement, as amended, to sell to Franco-Nevada a gold and silver stream from Candelaria for an upfront deposit of $648 million. In addition to the upfront deposit, FrancoNevada will make ongoing payments upon delivery of the stream. See “ Material Contracts ”.
ii. History
The Candelaria sulfide deposit was discovered by Phelps Dodge in 1987. A Feasibility Study was completed in 1990 and, following approval by the Chilean government, construction started in October of 1992. Sumitomo acquired a 20% stake in the property in 1992. Production commenced in early 1995. In 1997, Phelps Dodge completed the expansion of the concentrator throughput with the installation of a second SAG mill, additional mining facilities and new and expanded concentrator facilities.
In 2007, property ownership changed when Freeport acquired Phelps Dodge.
During 2011, a pipeline was completed to bring water from a nearby sewage treatment facility to the Candelaria Mine. A desalination plant at the port of Caldera was built and commissioned in 2013 at a capacity of 500 liters per second.
Mine site and district exploration programs have been active since the discovery of the Candelaria deposit. This work resulted in the discovery of the Alcaparrosa, Candelaria Underground (both North and South Sectors), and Española deposits. Both sectors in Candelaria Underground are now in active production.
The Santos underground mine has been in production since 1929, with processing taking place at the PAC plant. Phelps Dodge became sole owner of Minera Ojos del Salado and the Santos mine and PAC plant in 1985. The PAC plant has been expanded several times to its current capacity of 3,800 tpd. Sumitomo acquired its 20% interest in Minera Ojos del Salado in 2005.
In 1995, construction of a second underground operation at the Alcaparrosa mine commenced, with production starting in early 1996.
Between October 1998 and 2004, the Santos, Alcaparrosa and PAC plant operations were suspended due to the weak copper price environment.
In November 2014, Lundin Mining acquired Freeport’s 80% interest in the Candelaria Copper Mining Complex.
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In 2015, the Candelaria 2030 EIA, including the new Los Diques tailings management facility, received environmental approval from Chilean regulators. Construction of Los Diques commenced in 2016 after the receipt of the major construction permits. Construction continued throughout 2017 and first tailings were placed during the first quarter of 2018.
During 2018, exploration success led to the first declaration of Mineral Resources and Mineral Reserves on the Española deposit. In 2019, first ore was produced from the new South Sector of the Candelaria underground mine.
In February 2020, the Company submitted the Candelaria 2040 EIA which, if accepted, will provide flexibility to expand and extend the mine operating life to at least 2040. At the date of this AIF, the Candelaria 2040 EIA has been through three rounds of review (known as " ICSARAs ” or Informe Consolidado de Rectificaciones y/o Ampliaciones ) and the Company is in the process of preparing its responses through a third Addenda and expects a final determination in late 2023 or early 2024.
Candelaria has been a significant producer of copper since the mid-1990s. Between 2017 and 2021, annual contained copper and gold in concentrate have averaged approximately 143 kt and 84,000 oz, respectively.
iii. Geological Setting, Mineralization and Deposit Type
Regional, Local and Property Geology
The Candelaria sulfide deposit is located at the boundary between the Coastal Cordillera and the Copiapó Precordillera. The Coastal Cordillera of Chañaral and Copiapó is composed of Permian to Lower Cretaceous intrusions within a basement of metasedimentary rocks of Devonian to Carboniferous age. Volcanic, volcaniclastic, and marine carbonate rocks represent intra- and back-arc sequences that were deposited during the early to mid-cretaceous period.
The Candelaria, Santos, and Alcaparrosa mines and the Española deposit are located in the district of Punta del Cobre. The polymetallic sulfide deposits are hosted in volcanic rocks of the Punta del Cobre Formation. Polymetallic sulfide deposits in the Punta del Cobre district are located to the east of the main branches of the Atacama fault zone, a subduction-linked strike-slip fault system stretching over 1,000 km along the Chilean coast and active at least since the Jurassic period. The dominant structural elements of the Punta del Cobre area are the northeast-trending Tierra Amarilla Anticlinorium, a southeast verging fold-and-thrust system, and a series of north-northwest to northwest-trending high-angle faults.
Calcareous, sedimentary, and volcaniclastic rock of the Abundancia and Punta del Cobre formations are exposed within the open pit of the Candelaria mine. The lowermost unit in the Candelaria open pit mine and Candelaria Underground is the Lower Andesite, a compact succession of porphyritic to massive andesite and volcaniclastic breccias with intense biotite-quartz-magnetite-albite alteration. The Santos mine is located in the eastern limb of the north-northeast-trending Tierra Amarilla anticline, and the rocks of the Santos mine are comprised mainly of the Punta del Cobre and Abundancia Formations. The Alcaparrosa mine is located in the northern part of the Punta del Cobre mining district, with the Punta del Cobre Formation subdivided into a Lower Andesite unit, which is succeeded by volcanoclastic breccias, albitophyre and pyroxene- scapolite hornfels interbedded with garnetites. The Española deposit is in the south portion of Candelaria-Punta del Cobre district, and occurs in the contact aureole between the Copiapó batholith and sedimentary and volcano-sedimentary rocks of the Chañarcillo Group and the Punta del Cobre Formation in a tectonically depressed block controlled by San Gregorio fault system.
Mineralization
The copper-gold sulfide mineralization found at the Candelaria Copper Mining Complex, which is generally referred to as iron oxide copper gold (IOCG) mineralization, is located within the thermal aureole of the Lower Cretaceous magmatic arc plutonic suite in the Candelaria-Punta del Cobre district. Depending on lithology and
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the structural setting, the polymetallic sulfide mineralization can occur as veins, hydrothermal breccias, replacement mantos, and calcic skarns within andesite and tuff units. The sulphide mineralization occurs in breccias, stockwork veinlets, disseminations in andesite, and as an internal tuff unit. There are also some localized controls to mineralization in the form of faults, breccias, veins, and foliation. Candelaria has become an exploration model for Andean-type IOCG deposits that display close relationships to the plutonic complexes and broadly coeval fault systems.
The main mineralized body at the Candelaria mine is up to 400 m thick in its central part and thins towards the edges. In east-west sections, the mineralization has a lenticular, downward concave shape with a steep eastern limb and a shallowly dipping western limb. The shape of the mineralized body in north-south section is irregular. In plan view, the extent of the mineralization in Candelaria is approximately 1,400 m by 2,400 m. The mineralized body was folded after its formation. The north-northeast-trending fold axis corresponds to the Tierra Amarilla Anticline.
In the Santos mine, three styles of mineralization are observed: veins, mantos, and breccia bodies. An important vein in the Santos Mine is the Isabel Vein, which has a northwest striking orientation, and extends over 1 km in length and between 4 m and 30 m in width. Manto-type mineralization occurs as tabular bodies located at two sedimentary horizons located in the floor and roof of the albitophyre. The manto mineralization is characterized by variable iron contents with magnetite common in the north and deeper areas, and specular hematite in the south. Mineralization occurs within breccia bodies, which are typically contained with the albitophyre and lower andesite units and the mineralization generally forms steeply west-dipping and north-northwest- to northweststriking bodies.
Mineralization at the Alcaparrosa mine principally occurs as mantos that trend to the northeast and dip to the west. Ore mineralogy consists of chalcopyrite, pyrite, and magnetite, with trace pyrrhotite, molybdenite, and arsenopyrite. Mineralization at the Alcaparrosa mine also occurs as veinlets defining dense stockwork, breccias as well as fine dissemination in biotite meta-andesites. High-grade bodies are also found in massive veins striking north-northwest, north, and east.
In the Española project area, mineralization occurs within mantos hosted mainly in a brown garnet skarn, and in lesser proportions within silica hornfels. Chalcopyrite is the primary copper sulfide mineral found as clusters and in disseminated form, commonly associated with brown garnet porphyroblasts. Near the surface and down to a depth of approximately 70 m, the mineralization is oxidized, characterized by the presence of chrysocolla, malachite, native copper, diogenite and bornite.
Deposit Types
The copper-gold sulphide mineralization present at the Candelaria Copper Mining Complex is generally referred to as iron oxide copper gold (IOCG). Depending on lithology and the structural setting, the polymetallic sulphide mineralization can occur as veins, hydrothermal breccias, replacement mantos, and calcic skarns.
The Candelaria IOCG deposit lies within the metamorphic aureole of the Lower Cretaceous magmatic arc plutonic complex that is located within the Candelaria-Punta del Cobre district, Atacama Region, northern Chile. IOCG deposits are primarily defined by their elevated magnetite and/or hematite with elevated copper and gold contents.
iv. Exploration
Exploration at the Candelaria Copper Mining Complex is focused on tracing known mantos, veins, and breccia masses in proximity to existing open pit and underground infrastructure. This strategy has proven very effective in defining new estimated Mineral Resources and Mineral Reserves available for underground mining. Much of the exploration is conducted from underground, requiring significant underground development to provide adequate drilling stations. Regional exploration is also undertaken on the large properties surrounding the mines to identify targets and define new areas with Mineral Resource potential.
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From 2010 to the end of June 2022, exploration at the Candelaria Copper Mining Complex has focused on expanding the Mineral Resources primarily below the Candelaria open pit (to the north and south of the pit) and at the three underground mines (Candelaria Underground, Santos and Alcaparrosa). During this period, 3,780 core boreholes (1,051,068 m) were drilled requiring over 15,000 m of underground development to provide access for drilling. In 2015, a new exploration and resource development tool, Mineral Inventory Range Analysis (MIRA), was initiated with the purpose to understand the potential mineral inventory remaining in the mines as well as within the Candelaria land holdings.
v. Drilling
Mineral Resources are estimated based on information obtained from surface and underground drill holes. From 1990 to June 30, 2022, 4,689 core and percussion boreholes (1,361,873 m) were drilled in and around the Candelaria mine. Approximately 96% of all drilling comprised core boreholes. Since 1990 to 2004, there were five exploration diamond drill holes drilled in Española totaling 2,861 m. From July 2017 to the end of June 2022, 154 new diamond drill holes were completed totaling 44,952 m. To date, Española has 159 drill holes with 47,813 m in total. In the Santos mine, a total 1,604 core boreholes (323,591 m) were drilled from underground and surface stations from 1988 until June 30, 2022. The borehole data base for the Alcaparrosa mine contains 1,165 boreholes (283,133 m) drilled from surface and underground locations from 1990 to June 30, 2022.
In 2022, a total of 13,770 m were drilled in Candelaria Underground (North and South sectors) and 5,980 m drilled from Candelaria surface on the west and south extensions of the Candelaria mineralization. There were also 8,240 m drilled from underground at the Alcaparrosa mine and 7,580 m drilled from surface and underground at Santos for exploration. Moving away from the mine, 5,800 m were drilled at Española with a further 3,070 m of drilling completed in the District. A total of 44,440 m was drilled for exploration purposes. Additionally, technical drilling comprised of 1,370 m for hydrogeologic and 3,650 m for geomechanical drilling at Alcaparrosa. A further 3,320 m was drilled for infill mine planning at Candelaria Underground. The drilling and sampling procedures used are consistent with generally recognized industry best practices.
Exploration drilling in 2022 in the underground North and South sectors of Candelaria continued to intersect extensions of the mineralization. The 2022 drill program in the Candelaria far north sector was delayed and refocused on Candelaria South. The Santos surface drilling program identified mineralization along veins in the southern portion of the deposit.
vi. Sampling, Analysis and Data Verification
Analytical samples informing the Candelaria open pit Mineral Resources were prepared and assayed at the Candelaria mine laboratory that is accredited to ISO17025 for the analyses of copper, iron, zinc, and silver. The laboratory is not independent from Minera Candelaria and is managed by the Candelaria Processing Department. Intertek and Geolaqium in the Paipote Sector of Copiapo, Chile have been used as umpire laboratories, which are independent of Minera Candelaria.
Analytical samples informing the Ojos del Salado Mineral Resource estimates were prepared and assayed by Intertek in Paipote, Chile. Intertek is a global group operating 13 laboratories in Chile with a management system accredited to ISO9001. Intertek’s laboratories are independent from Minera Ojos del Salado. Since 2016, the Candelaria laboratory has been used as an umpire laboratory.
The sample analyses used for the Mineral Resource reporting for the Española project were prepared by Geolaquim (80%) and Intertek l (2%). Geolaquim is certified under regulation ISO17025 by the INN for concentrated minerals and others (soluble copper, total copper, iron and gold). The sample preparation and analytical methodologies used for assaying Candelaria, Ojos del Salado and Española samples are similar. Upon reception, sample details are recorded and insertion points for quality control samples in the sample stream are determined. Sample preparation includes drying at 105 degrees Celsius in a forced air furnace, primary crushing to 100% passing 5 mm, and secondary crushing cycle to 90% passing 1.68 mm (12 mesh). Grinding tests are conducted on every 40[th] sample. From the crushed material two 1-kg samples are prepared using a rotary splitter.
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Both samples are pulverized separately to 95% passing 0.106 mm (140 mesh), and further subdivided into subsamples, including those used for quality control and those kept for future reference or as backup should more sample material be required.
Copper is analyzed by multi acid digestion and atomic absorption spectroscopy. Gold is assayed using a fire assay procedure. SG is measured systematically every 2 m over the full sample interval. Assay data are loaded directly from digital assay result files into the final database in order to minimize entry errors.
All drilling assay samples are collected by a contractor under the direct supervision of a mine geologist. Samples from Candelaria are processed at the mine site. Samples from Ojos del Salado are shipped directly from the property to the Intertek laboratory in Paipote. In each case, established procedures were used to ensure the security of samples during transportation between the drill rig and the laboratories, including through maintaining the chain of custody of samples to prevent inadvertent contamination or mixing of samples and rendering active tampering as difficult as possible.
The analytical quality control program implemented at Candelaria and Ojos del Salado includes the use of control samples (coarse and pulp duplicate samples and reference material samples) inserted within all batches submitted for assaying. Reference materials from Candelaria samples have been prepared by INTEM laboratory in Antofagasta, Chile, including new reference materials created for copper and gold of low grade, medium grade, high grade and blanks. Ten laboratories are used in a round robin process to define the recommended grade and variance of the reference materials. A duplicate and approximately 5% of the samples are sent to the umpire laboratories.
Since 2016, exploration data are managed through an acQuire[TM] database, which includes quality control management features for sample coordinates from borehole surveys and data management tools. Sample numbering and labelling is controlled through acQuire[TM] , including insertion of quality control samples and consignment notes to the primary laboratories. Analytical results are received electronically and managed through acQuire[TM] with quality control filters. Samples outside defined limits are rejected by acQuire[TM] and flagged for further investigation. The acQuire[TM] system includes features for reporting analytical results and preparing bias charts and time series plots.
Exploration and production work completed by the Candelaria Copper Mining Complex was conducted using documented procedures and involved extensive verification and validation of exploration and production data prior to them being considered for geological modelling and Mineral Resource estimation. Candelaria Copper Mining Complex technical staff monitor analytical quality control data on a real-time basis. The authors of the Candelaria Report conducted numerous site visits to examine aspects that could materially impact the integrity of the data informing the Mineral Resources (core logging, sampling, analytical results, and database management), and reviewed the borehole databases, Mineral Resource models, documented Mineral Resource estimation procedures and digital mine infrastructure wireframes.
The sampling preparation, security, analytical and data verification procedures used by the Candelaria Copper Mining Complex are consistent with generally accepted industry best practices.
vii. Mineral Processing and Metallurgical Testing
The Candelaria Copper Mining Complex maintains regular metallurgical testing programs that are incorporated with historical testing results and mill performance into statistical models to predict and improve processing performance in terms of mill throughput, metal recovery, and final concentrate grade. Metallurgical tests are generally conducted at specialized facilities such as the Universidad de Atacama and at commercial third-party laboratories in Chile, including SGS Mineral Services. Metallurgical testing focuses on rock hardness, mineralogy and bench scale flotation tests to predict mill throughput and metallurgical performance. The internal test work conducted by Candelaria includes comminution and flotation testing for routine characterization and ongoing development of geo-metallurgical models. A similar but less intense program is underway for the PAC plant.
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Candelaria Copper Mining Complex maintains a copper recovery model. This model includes factors for geological units, stockpiled material and copper and zinc head grades. This model is updated regularly based on metallurgical testing and operations data. The most important factors impacting recovery are copper grade, throughput and feed particle size.
viii. Mineral Resource and Mineral Reserve Estimates
The Mineral Resources at the Candelaria Copper Mining Complex are estimated from core drilling information stored in a secure central database and were evaluated using a geostatistical block modelling approach. Six Mineral Resource models were prepared for the Candelaria open pit mine, the Española open pit project and the four underground mines (Candelaria Underground South sector, Candelaria underground North sector, Santos and Alcaparrosa) using slightly different methodologies and assumptions.
The open pit Mineral Reserve estimates for both Candelaria and Española are based on a LOM plan and open pit designs developed using modifying parameters including metal prices, metal recovery based on performance of the processing plant, operating cost and sustaining capital cost estimates based on the production schedule and equipment requirements. Open pit optimizations are carried out using Minesight® and Datamine software.
Underground Mineral Reserve estimates at Candelaria Underground (North and South sectors), Alcaparrosa and Santos are based on LOM plans and the stopes were designed and developed using modifying parameters including metal prices, metal recovery based on performance of the processing plant, actual operating and sustaining capital cost estimates based on the production schedule and equipment requirements. Stope layouts, mining sequence and development plans are developed using Deswik software with Stope Optimizer and MineSight® for detailed design and operational refinements.
Factors which may affect the Mineral Resource and Mineral Reserve estimates include: dilution and mining recovery, metal prices, smelter, refining and shipping terms, metallurgical performance, geotechnical characteristics of the rock mass, capital and operating cost estimates, and the likelihood of obtaining land title, required permits and environmental, social and legal licenses. To the extent such factors are within the control of, or capable of influence by, the Company, these factors are managed through industry accepted practices and procedures and well as maintaining an engaged and constructive dialogue with the local communities and government authorities.
Details of the December 31, 2022 Mineral Resource and Mineral Reserve estimates for the Candelaria Copper Mining Complex are included in Schedule A, attached to this AIF.
ix. Mining Operations
The Candelaria and Española open pits are designed to operate with an overall mining rate of approximately 310,000 tpd for the next ten years. As the final waste stripping is completed, the overall mining rate will decline. A stockpile strategy has been developed to maximize the grade of material going to the processing facility. Direct milling ore is expected to average 0.61% Cu from Candelaria and 0.43% Cu from Española. Lower grade stockpile ore will be accessed to meet the plant capacity as required. The mine currently operates five electric shovels, 55 haulage trucks, seven production drills, and a fleet of support equipment.
The Candelaria open pit was designed to be mined in several phases of development. Based on the December 2022 LOM, four phases of development remain in the LOM plan (Phases 10 to 13). The overall strip ratio is expected to be 2.09:1 including ore that is initially delivered to stockpiles. The total in-pit waste is 753.6 Mt and the overall life of the open pit mine is 19 years. The Española total in-pit waste is 138.9 Mt and the overall life estimated is 13 years.
The Candelaria underground mine has been producing at a steady production rate of 14,000 tpd, consisting of approximately 10,000 tpd from the North sector and approximately 4,000 tpd from the South sector. The combined production from both sectors will allow the mine to maintain this peak production up until 2046.
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The average LOM grade is 0.78% Cu. The Santos mine will continue to produce at its current rate of production of 5,100 tpd of ore to 2026 then decrease to 3,700 tpd of ore from 2027-2033 with an average LOM grade of 0.88% Cu. Operations at the Alcaparrosa mine have been suspended in connection with the sinkhole which occurred near the mine in July 2022.
All underground mines utilize a sublevel stoping mining method for ore extraction. This method is ideal for relatively large, vertical, as well as thick deposits with favourable and stable host rock. Stopes can typically be up to 180 m high with sublevels at 20 m to 60 m intervals. The length of the stopes is generally 40 m to 100 m with widths varying between 20 m to 30 m. Stopes are drilled down from the sublevel drilling drifts as benches using 114 mm to 130 mm diameter bit down-the-hole holes. The holes are loaded and blasted in vertical slices towards an open face created by the slot blasting. The blasted ore gravitates to the bottom of the stope and is collected in draw points at the production level below. This lower level also consists of the haulage (transport) drift. The undercut levels, which feed the draw points, are 15 m to 20 m high and inclined at 50 to 60 degrees to allow the blasted ore to flow easily by gravity. An Epiroc Simba tophammer rig drills 64 mm upholes within the undercut, which are loaded and blasted with the downholes. Once the stope is mined, a remaining rib pillar, which can be another 20 m to 30 m wide, may be blasted into the stope to increase the extraction tonnage. Typically, a 20 m structural pillar remains between each stope and no backfill is used at these operations. Mucked ore is dumped into 60 tonne underground trucks (owned by Candelaria) and 30 or 40 tonne highway type trucks (owned by contractors) and hauled up the ramp to a surface stockpile for subsequent re-handling and processing. The current life of the Candelaria underground and Santos mines is 24 and 12 years, respectively.
In early 2022, a feasibility study update was completed for expansion of throughput of the underground mines from 15 ktpd to up to 30 ktpd and included underground crushing and conveying systems and a surface secondary crushing plant. The expansion project is currently under basic engineering stage and will be further evaluated once the changes in the Chilean tax regime and mining royalties are finalized.
x. Processing and Recovery Operations
The Candelaria Copper Mining Complex operates two processing plants: Candelaria and PAC. The Candelaria processing plant receives ore from the Candelaria open pit as well as from the Candelaria underground mine and part of the Santos underground mine. It has a nominal capacity of 75,000 tpd. The PAC processing plant receives ore exclusively from the Santos underground mine and has a design capacity of 3,800 tpd.
The annual throughput of Minera Candelaria from 2005 to late 2022 averaged 26 Mtpa, equivalent to 70,800 tpd at a plant utilization of 92%. The average process plant recoveries for copper, gold and silver during this period were 93%, 72% and 83% respectively. Copper head grades are forecasted to be between 0.5% to 0.7% until 2035 before falling to below 0.4% at the end of mine life. Reclaimed stockpiles and Candelaria Underground will be the only mill feed source at the end of mine life. In 2020, CCMC initiated the Candelaria Mill Optimization Project phase 3 to increase concentrator throughput by an expected 2,000 tonnes per day. This project scope included conversion of the existing ball mill N°6 to rod milling, which should allow all the crushed and milled pebbles to advance towards secondary grinding, and liberating room for incremental fresh feed to SAG milling. The project is expected to be completed in the second half of 2023.
The PAC concentrator of Minera Ojos del Salado has been in operation since 1929. The concentrator processes 3,800 tpd of fresh feed from the Santos underground mine with an average head grade of 0.85% copper achieving a recovery of 94%. Final flotation tailings from the PAC plant are pumped to a new line to Los Diques, installed in 2019.
Copper concentrate grade has averaged 30% Cu since 2019. The Candelaria processing plant produces a clean concentrate containing no penalty elements, with payable gold and silver. Gold content in the concentrate has been consistently 5 to 6 g/t with silver between 80 to 100 g/t. Zinc grades in the concentrate since 2019 averaged 0.6%, which is below penalty levels. For the PAC processing plant, copper concentrate has averaged 30% Cu, 5 g/t gold, and 67 g/t silver since 2004. Gold and silver recoveries are slightly lower than Candelaria, at 72% each.
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Minera Candelaria has an agreement with a third-party company to process Candelaria’s flotation tailings to produce a magnetite concentrate and this produces an additional source of by-product revenue subject to favourable iron ore prices.
xi. Infrastructure, Permitting and Compliance Activities
The mines of the Candelaria Copper Mining Complex receive electrical power through long-term contracts with AES Andes S.A. (formerly AES Gener S.A.), a local energy company. Starting in January 2023, it is expected that 80% of power generation will come from photovoltaic sources and only 20% from coal-fired thermal power. The current contract with AES Andes S.A. expires in December 2035.
The main water supply comes from a desalination plant, which was commissioned in 2013 and is located adjacent to the Punta Padrones port facility. Copper concentrate is sold on contract to local traders or is trucked to the Punta Padrones port facility and from there shipped to various smelters around the world. The desalination plant and the Punta Padrones port are owned and operated by Minera Candelaria.
The active tailings facility, known as Los Diques, commenced operation in 2018 replacing the original Candelaria tailings facility. The Los Diques tailings facility, approved as a key part of the Candelaria 2030 EIA, is located to the southwest of the open pit and plant sites and has a designed capacity of approximately 600 million tonnes. The main impoundment of the tailings facility is constructed from rockfill using the downstream method. The tailings facility now receives the full flotation tailings from the Candelaria and PAC processing plants. Future phases of the Los Diques tailings facility have been initiated ahead of schedule, taking advantage of synergies with the original project and the availability of mine waste from the open pit. The original Candelaria tailings facility is inactive, except for on-going recovery of tailings drain-down water, recycled to the process plant. There is no longer a supernatant pond on the Candelaria tailings facility.
The physical stability of the tailings embankments is inspected and monitored on a continuous basis by Candelaria operations staff and a monitoring report is submitted quarterly to the Chilean Mining and Geology National Authority. All Candelaria Mine tailings facilities have a formally appointed external Engineer of Record that conducts in-person dam safety focused inspections at least annually. For the active Los Diques tailings facility, representatives from the Engineer of Record team maintain a full-time site presence to perform construction quality assurance and supervision. Monitoring data are regularly shared with the Engineer of Record to review and verify that all levels are below pre-determined safety trigger levels. The Company also conducts regulator additional tailings review activities, including by an Independent Tailings Review Board (with the most recent review completed during a site visit in August 2022).
Chile has established a comprehensive regulatory framework for mining and other industrial activities, dating from the mid-1990’s that has been updated several times since then. Although the Candelaria and Ojos del Salado facilities were permitted and developed prior to the modern framework being in place, both hold numerous environmental approvals stemming from modifications to the original developments and are compliant with current regulatory requirements. In addition, the two companies hold more than 1,000 permits for construction and operation of the mining and milling facilities, and related infrastructure. Candelaria is operating under the Candelaria 2030 EIA approved by the environmental authorities in July 2015.
On February 26, 2020, the Company submitted the Candelaria 2040 EIA which, if approved, will include an extension to the mine life, expanded underground mining production, development of the Española satellite deposit and other mine optimization initiatives. At the date of this AIF, the Candelaria 2040 EIA has been through three rounds of review (ICSARAs) and the Company is in the process of preparing its responses through a third Addenda and expects a final determination in late 2023 or early 2024. The Company’s current authorization to mine extends through 2030 so no material impact is anticipated by continued administrative review; however, the approved Candelaria 2040 EIA will be necessary for the Company to commence building key infrastructure or might otherwise require mine plan resequencing.
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The Alcaparrosa mine received environmental approval in 1996 with subsequent amendments, most recently an EIA to support the extension of the mine operation through 2025. A routine permit renewal was submitted in December 2020 and was approved in 2021. A sectorial permit for the Santos mine was updated in 2022 and, if issued, will allow the mine to continue its operations until 2029.
Candelaria and Ojos del Salado operate under Lundin Mining’s Responsible Mining Management System and corresponding health, safety, environment and community standards. This system undergoes a third-party audit to ensure continued compliance with those standards and guidance documents. In addition, the Health, Safety and Environmental Management Systems at Candelaria and Ojos del Salado are certified under the international ISO - 45000 and ISO - 14001 (2015) standards. The environmental management systems that fall under ISO - 14001 were last certified in March 2018 and were recertified in the first quarter of 2021. The health and safety management systems that fall under OHSAS - 18001 were last certified in March 2018, and were converted to ISO - 45001 certification in October 2021. The energy management systems that fall under ISO - 50001 were certified in 2021.
Separate MCPs are in place for Candelaria and Ojos del Salado and both have been approved by SERNAGEOMIN. These plans are updated periodically, at a minimum of every five years, and include financial guarantees pursuant to local regulations. A final report indicating completion of obligations identified in the San Esteban closure plan (which consisted of two small historical tailings facilities) was approved in 2020 under new Chilean regulations. One of the closed San Esteban tailings facilities has been decommissioned with the tailings solids relocated to the Candelaria tailings facility and the Company continues to maintain and monitor the other closed tailings facility. In addition, the Company maintains and monitors five closed tailings facility locations at Ojos del Salado, none of which have a water cover.
The social performance team engages with numerous stakeholders, primarily in the communities nearest the mine and port facilities, namely Tierra Amarilla, Caldera and Copiapó. Community offices are located in each of these municipalities; engagement occurs throughout the year and is focused on managing social impacts, risks and opportunities specific to each community. The team bases its activities on a 5-year social performance strategic plan and systems, which reflect best practice and international standards in stakeholder engagement, grievance procedures, risk management and community investment.
xii. Capital and Operating Costs
As reported in the Company’s MD&A for the year ended December 31, 2022, Candeleria’s annual production cost is presented below. In addition, Candelaria’s actual Cash Costs and Cash Costs per pound of copper for 2022 and guidance for 2023 is presented below.
| Candelaria | 2022 Actual | 2023 Guidance(2) |
|---|---|---|
| Annual production cost | $697M | -- |
| Cash Cost(1) | $637M | $600M |
| Cash Costperpound of copper(1) ($/lb Cu) | $1.96 | $1.80-1.95 |
(1) Cash Cost and Cash Cost per pound of copper are non-GAAP measures. For a description and reconciliation of non-GAAP measures, please refer to “Non-GAAP and Other Performance Measures” in Lundin Mining’s MD&A for the year ended December 31, 2022, which section is incorporated by reference herein and which is available on SEDAR under the Company’s profile at www.sedar.com. Cash Cost and Cash Cost per pound of copper include the impact of the Candelaria Stream Agreement but exclude any allocation of upfront cash received under that agreement, and capitalized stripping costs. 68% of Candelaria’s total gold and silver production are subject to the Candelaria Stream Agreement and as such Cash Costs are calculated based on receipt of approximately $420/oz (2022; $425/oz in 2023) and $4.20/oz (2022; $4.25/oz in 2023), respectively, on gold and silver sales in the year.
(2) Cash Cost guidance is based on various assumptions and estimates, including but not limited to production volumes, commodity prices (Au: $1,750/oz), foreign exchange rates (USD/CLP:850) and operating costs.
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As reported in the Company’s MD&A for the year ended December 31, 2022, capital cost estimates for Candelaria in 2023 are $400 million, a breakdown of which is tabulated below. Expected capital expenditure for capitalized waste stripping, underground development and mine equipment is $185 million, $55 million and $55 million, respectively, and that for ongoing development of the Los Diques TSF is $55 million. The Company capitalizes waste costs during the production phase of the mine when these costs provide probable future economic benefits and identifiable improved access to the ore body which can be reliably measured.
| Candelaria Capital Cost Estimates | Unit | 2023 Guidance |
|---|---|---|
| Capitalized waste stripping | $M | 185 |
| Underground development | $M | 55 |
| Los Diques TSF | $M | 55 |
| Mine equipment | $M | 55 |
| Other sustaining | $M | 50 |
| **Total sustaining ** | $M | 400 |
xiii. Exploration, Development and Production
The 2023 exploration efforts will have two objectives. The first is to extend near-mine Mineral Resources at Santos and Candelaria Underground. The second objective is to test district targets with strategic growth potential to the south and southwest of existing operations. An exploration drilling budget of 38,900 m has been planned for 2023. A further 500 m of exploration drifting has been outlined to develop future drilling platforms. An infill drilling program of 9,800 m and 1,370 m of hydrogeological drilling are planned for 2023. Total planned exploration expenditure in 2023 is approximately $12 million.
In 2022, the Candelaria Copper Mining Complex produced 152,042 tonnes of copper and 86,000 ounces of gold in concentrate (100% basis). As reported in the Company’s MD&A for the year ended December 31, 2022, 2023 production guidance is as tabulated below.
| Candelaria (100%) | Unit | 2023 Guidance |
|---|---|---|
| Copper production | ‘000 Tonnes | 145-155 |
| Gold production(1) | ‘000 Ounces | 85-90 |
| (1) 68% of Candelaria’s total gold and silver production is subject to the Candelaria Stream Agreement. |
The current forecast LOM of the Candelaria Copper Mining Complex is to 2046.
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B. Chapada Mine
All summaries and references to the Chapada Report are qualified in their entirety by reference to the complete text of the Chapada Report, which is available under the Company’s profile on SEDAR at www.sedar.com. Except as where stated otherwise, the information below is stated as of the effective date of the Chapada Report.
i. Project Description, Location and Access
Chapada is located in northern Goiás State, Brazil, approximately 320 km north of the state capital of Goiania and 270 km northwest of the national capital of Brasilia. Chapada comprises the Chapada copper-gold mine, the nearby Suruca copper-gold deposit located 6 km northeast of Chapada and several nearby exploration concessions.
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The mining and processing operations at Chapada produce copper concentrates (with significant gold byproducts) from open pit mining. The open pit mines provide copper/gold ore to an on-site flotation concentrator with a nominal processing capacity of up to 24.0 Mtpa. The mineral concentrate product from the processing plant is transported by road to the port of Açu in the state of Rio de Janeiro from where it is shipped to destinations in Europe and the Far East. The Suruca deposit is not yet in production.
Access to Chapada is via the paved BR-153 highway from Brasilia to Campinorte and then via the GO-485 highway to the town of Alto Horizonte, which lies between the Chapada and Suruca deposits. An airport, suitable for small aircraft with an 800 m long airstrip is located close to Alto Horizonte.
MMIC holds 76 mining and exploration concessions totaling 110,039 ha. The Chapada Mine is currently hosted on three mining concessions totaling 3,830 ha with a further three concessions, totaling 1,116 ha, currently in an application process. The Suruca deposit is hosted on a single mining concession totaling 846 ha. MMIC also holds 69 exploration concessions in the area that total approximately 104,250 ha.
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MMIC holds surface rights in the area of the Chapada Mine, which incorporates substantially all of the locations of buildings, fixed installations, waste dumps, and tailing disposal facilities in the current mine plan. Lundin Mining is of the opinion that it can acquire the right to dispose of waste rock and tailings on additional surface property (including in the tailings dam self-rescue zone), if and when required.
Chapada is not subject to any rights, agreements or encumbrances which could adversely affect the value of the property or Lundin Mining’s ownership interest. Gold production from Suruca is subject to a 2% NSR payable by MMIC to Sandstorm.
The Company is subject to separate copper purchase agreements related to the Chapada Mine’s copper production from specific areas in and around the active mining areas of the Chapada Mine with each of Sandstorm and Altius. Pursuant to these copper purchase agreements (which were transferred to the Company as part of its acquisition of the Chapada Mine from Yamana), each of Sandstorm and Altius have agreed to purchase specified amounts of copper from the Company for the life of the Chapada Mine in exchange for ongoing payments for each pound of copper received equal to 30% of the spot price per pound of copper.
ii. History
The Chapada deposit was discovered in 1973 by INCO during a regional program of stream sediment sampling. Follow-up work by INCO was conducted in 1974 and 1975 including detailed stream sediment surveys, soil geochemistry, geophysics, trenching, and broadly spaced drilling.
As there are few outcrops in the mine area due to laterite-saprolite cover, the deposit definition required extensive diamond drill exploration. Development drilling of the deposit occurred in several campaigns from 1976 through 1996 by INCO, Parsons-Eluma, Eluma-Noranda, Santa Elina, and Santa Elina-Echo Bay.
Yamana purchased Chapada in 2003 and commenced construction of the current mine in late 2004. First commercial production of copper concentrates (with significant gold by-products) occurred in early 2007 from a mine and mill with a nominal 16.0 Mtpa capacity. Numerous plant expansion and debottlenecking projects were completed by Yamana increasing the throughput capacity to its current nominal capacity of up to 24.0 Mtpa. In July 2019, the Company acquired Chapada from Yamana.
The total material processed from the start of production up to the end of December 2022 was 324 Mt grading 0.35% Cu and 0.29 g/t Au.
iii. Geological Setting, Mineralization and Deposit Type
Regional, Local and Property Geology
The Chapada area is located between the Amazonian craton to the northwest and the San Francisco craton to the southeast, within the north-northeast striking metavolcano-sedimentary Mara Rosa Magmatic Arc, which is part of a large system of mobile belts that have a complex, multi-phased history of deformation.
The Chapada and Suruca deposits are located in the Eastern Belt of the Mara Rosa Volcano-sedimentary sequence. The Eastern Belt in the vicinity of the mine comprises a thick package of amphibolites succeeded by volcanic and volcanoclastic rocks overlying metasedimentary rocks.
The Chapada deposit lithologies were grouped in “litho-structural domains” to assist mine operations. These domains are classified based on lithological relationships, intensity of hydrothermal alteration, and intensity of weathering. The Suruca deposit comprises three distinct zones, divided according to the contained metals and oxidation zones: Suruca Oxide (Au-only), Suruca Sulphide (Au-only), and Suruca SW (Cu-Au).
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Mineralization
The copper-gold deposit at Chapada comprises products of hydrothermal alteration of the copper-gold porphyry system. Alteration styles include biotitization, sericitization, argillitization, and propylitization. The primary copper-gold mineralization at Chapada is epigenetic. Copper is principally present as chalcopyrite with minor amounts of bornite. Fine grained gold is closely associated with sulfide mineralization and was likely to be contemporaneous with copper mineralization. Other district targets include mineralization styles associated with skarn alteration.
The gold at Suruca is related to folded quartz vein/veinlets with sericitic and biotite alteration, rather than high sulfide concentrations. The second generation of quartz veins/veinlets with sulfides (sphalerite + galena + pyrite), carbonates, and epidote also host gold, which is related to zinc. Mineralization predominately pre-dates deformation, so the gold (Suruca) and copper-gold (Suruca SW) are associated with skarn features, however, some structurally controlled features are also observed.
Deposit Types
Currently, the most accepted metallogenetic model for Chapada is a metamorphosed porphyry model associated with skarn system. The porphyry, skarn, and epithermal system can be separated into three distinct mineralization styles, based on hydrothermal alteration and metal association:
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Copper-Gold Porphyry System (Chapada Corpo Principal, Corpo Sul, and Sucupira);
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Gold (Silver-Lead-Zinc) Distal Skarn (Suruca); and
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Copper-Gold Proximal Skarn (Suruca SW).
iv. Exploration
As there are few outcrops in the mine area due to the 30 m thick laterite-saprolite cover, exploration has consisted mainly of drilling. Various drill campaigns have been completed since the mine was acquired by Yamana recognizing that porphyry copper-gold deposits worldwide tend to occur in clusters. The drill campaigns were designed to discover additional deposits in the vicinity of the original mine and to test for possible extensions of known resources. To achieve these objectives, in 2008, regional geological mapping and detailed geological mapping of the open pit were carried out and a geological model of the mine area prepared.
Drilling campaigns from 2008 were successful in discovering extensions to the north east and south west of the main Chapada mineralization including the discovery of Corpo Sul. In 2014, the Sucupira deposit was discovered close to the main Chapada deposit with similar mineralogical features and some holes with average grades above 0.7% CuEq. In 2018, the Baru NE mineralization was discovered close to the plant facilities and the Santa Cruz mineralization was outlined as a southern extension of Corpo Sul.
Exploration work at Suruca started in 2008 with geological mapping, chip sampling and shallow drilling followed by a geophysical program in 2009. Drilling in 2009 discovered the deposit and it was largely delineated and infilled in 2010. No exploration was carried out between 2011 and 2015, but in 2016 extensive drilling was carried out in the oxide mineralization to define a Measured Mineral Resource. In 2017, the Suruca SW mineralization was discovered exhibiting similar geological features to the Chapada deposit. Since that time, drilling continued and focused on strike and down dip extensions (2018) and delineating the copper-gold mineralization to the southwest of Suruca (2021).
In 2022, exploration activities included exploration drilling at Chapada and within the district.
v. Drilling
Exploration drilling at Chapada and within the district during 2022 comprised of: (i) a regional stage gated program with 6,109 m drilled, supported by regional soil and geophysics (Induced Polarization) surveys;
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(ii) 1,995 m drilled on the near-mine mineralized extension of Sucupira; and (iii) 3,800 m drilled on the mineralized extension of Cava Norte. Total exploration drilling at Chapada was 11,904 m in 2022.
vi. Sampling, Analysis and Data Verification
Upon arrival of the core at the core logging facility, the hole is checked and marked for lithological contacts. Samples are marked down the entire length of the hole at one- or two-metre intervals, adjusted for lithological contacts. Geological data is recorded in a secure SQL database.
Samples are sawn in half with an electric diamond blade core saw and sampled prior to logging. The samples are placed in a numbered plastic bag along with a paper sample tag and sealed. Sample weight is approximately 3.5 kg. Six to eight samples are placed in a larger plastic bag, loaded onto a truck owned and driven by a locally based transport company to the ALS Chemex laboratory sample preparation facility in Goiania, Goiás.
All samples are analyzed by fire assay (gold) or four acid digestion (copper), both with an atomic absorption spectroscopy (AAS) finish by ALS Chemex Lima, Peru, accredited by the Standards Council of Canada ISO 17025:2005, and the secondary laboratory SGS GEOSOL, Vespasiano, Brazil accredited by ISO 9001:2008, both independent laboratories.
The assay performance of the primary laboratories used by MMIC was assessed by a review of results from the insertion of certified reference material (CRM) standards. The CRM is a sample of known value that is used to assess laboratory performance.
An external (independent of the laboratory being assessed) industry-standard QA/QC program was conducted for the drill campaigns, which followed written protocols. The QA/QC program consisted of the insertion of blanks or sterile samples (non-certified blanks) and CRMs into the sample stream and the running of duplicate field (quarter-core) samples. Later, pulp duplicate samples were re-assayed at a secondary facility.
Compilation of assay QA/QC results was carried out on a continuous basis by a staff geologist in the Exploration Department. The data were collected and plotted on graphs to look for problem areas, and monthly and annual reports were generated. General performance was monitored, including the number of samples collected, the number and type of QA/QC samples, equipment availability, assay return times, etc. The reports also described the progress and results of special research projects, such as heterogeneity studies, that were underway at the time. Any problem areas with regard to assay verification were flagged and recommendations for appropriate action are implemented. Sample runs with failed QA/QC samples are sent for re-analysis.
The collection and analysis of assay and QA/QC data and data verification procedures at Chapada meet standard industry practice and the assay results within the database are considered suitable for use in a Mineral Resource estimate.
vii. Mineral Processing and Metallurgical Testing
A significant amount of process test work was completed for the development of the Chapada flowsheet. The metallurgical test work included mineralogical studies, grinding and Bond Work Index tests, flotation recovery studies and thickener settling tests. Tests and design work indicated that a concentrate grade of 28.0% Cu was achievable with acceptable recoveries of both copper and gold.
Subsequent to the mine commissioning in 2007, further test work was completed. Initially this focused on increasing the plant throughput capacity and improving the grinding circuit. Ore characterization studies and plant surveys were completed allowing the development of a calibrated model of the plant performance. Following this work, the power draw of the existing mills, both SAG and ball, were adjusted to operate under increased power draw providing the additional energy required for fragmentation. This has allowed the plant to increase its nominal capacity to up to 24.0 Mtpa while still achieving acceptable flotation performance. Further ore characterization studies are ongoing to better model the increasingly competent future ore sources.
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More recently, after significant testwork, the process plant flowsheet has incorporated Woodgrove Technologies Staged Flotation Reactors and Direct Flotation Reactors and has seen some associated recovery improvements. The mine has addressed future increases in ore competency by implementing a Semi-Mobile Crusher Plant to crush a portion of the SAG Mill Feed Stockpile. Further process benefits have been realized with improved ore size distributions due to a Mine to Mill program and improved SAG Mill Liner configurations. Further debottlenecking, expansion and Enterprise Optimization studies are underway.
At Suruca, separate test work programs were initiated for the oxide and sulfide samples. MMIC managed and supervised all metallurgical test work programs. In April 2017, Kappes, Cassiday & Associates (“ KCA ”) completed an updated test work program to evaluate a dynamic heap leach process including head analysis, agglomeration and compaction test work, and column leach test work. The updated KCA test work program confirmed the amenability of Suruca ore to cyanide leaching and recommended further compaction test work.
The Company completed a prefeasibility study for expansion of the Chapada operation in 2022, including the debottlenecking of the existing processing facilities to increase throughput from the current level to up to approximately 25 Mtpa and the construction of a new processing line for a combined throughput of up to 50 Mtpa. The optimization study will advance to feasibility in 2023 while the study for the new processing line will be put on hold pending further definition and update of the Mineral Resources and Mineral Reserves of Chapada.
viii. Mineral Resource and Mineral Reserve Estimates
The Chapada Mineral Resource estimate is based on open pit mining scenarios and is constrained by optimized pit shells, which are generated using a copper and gold NSR cut-off value and geological wireframes. Mineral Resource estimates are prepared using industry standard methods and provide an acceptable representation of the deposit.
Chapada personnel develop mineralization and lithology wireframes, including refinements, using Leapfrog Geo software. Block models are generated in Maptek Vulcan measuring ten metres in each direction for Chapada (Baru, Baruzinho, Cava Central, Cava Norte, Corpo Sul, Sucupira and SW Mina) and five metres in each direction for the Suruca deposits. Block grades are estimated using Ordinary Kriging in areas where sufficient composites are available to produce reliable variograms. In the absence of reliable variograms, block estimates are performed using inverse distance to the third power. Block model estimates are validated using industrystandard methods. NSR parameters are scripted into the finalized block model.
Classification for Chapada, Suruca Sulfide, and Suruca SW is based on a 50 m by 50 m drill pattern for the Measured Mineral Resources, 100 m by 100 m drill pattern for Indicated Mineral Resources, and 200 m by 200 m drill pattern for Inferred Mineral Resources. For Suruca Oxide, classification is based on a 35 m by 35 m drill pattern for Measured Mineral Resources, 100 m by 50 m drill pattern for Indicated Mineral Resources, and 200 m by 200 m drill pattern for Inferred Mineral Resources.
Using the reported Mineral Resources, appropriate NSR cut-off value for Mineral Reserves, and adequate Modifying Factors to account for mining dilution and ore recovery, the Chapada Mine technical team developed open pit mine designs and production schedules to estimate the Mineral Reserves. Based on the final mine plan and the economic analysis results, the Measured and Indicated Mineral Resources within the final pit designs at Chapada are classified as Proven and Probable Mineral Reserves.
Factors which may affect the Mineral Resource and Mineral Reserve estimates include dilution and mining recovery, metal prices, smelter, refining and shipping terms, metallurgical performance, geotechnical characteristics of the rock mass, capital and operating cost estimates, and the likelihood of obtaining land title, required permits and environmental, social and legal licenses. To the extent such factors are within the control of or capable of influence by the Company, these factors are managed through industry accepted practices and procedures and well as maintaining an engaged and constructive dialogue with the local communities and government authorities.
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Details of the December 31, 2022 Mineral Resource and Mineral Reserve estimates for Chapada are included in Schedule A, attached to this AIF.
ix. Mining Operations
Chapada is a traditional open pit truck and excavator operation that has been in continuous operation since 2007. Production is currently entirely from Chapada, with the Chapada Main and Corpo Sul pits in operation. These pits are planned to eventually join into a single pit and extraction of the Sucupira deposit is planned as an additional series of pushbacks.
The Chapada open pit has current ultimate design dimensions of approximately 8 km along strike, up to 1.5 km wide, and 380 m deep.
Mine operations are carried out with a fleet of rigid frame haul trucks combined with a variety of diesel-powered hydraulic excavators and front-end loaders as the primary loading equipment. A fleet of large diesel-powered blast hole rigs are employed for production drilling. Blasting is required for all rock types except for unconsolidated material at surface.
The Suruca open pit mining area includes Suruca Oxide and Suruca Sulfide gold Mineral Reserves. The Suruca deposit is located approximately 7 km northeast of the Chapada open pit and final pit dimensions will be approximately 2 km along strike and approximately 1 km wide.
The Chapada LOM plan is based on the Mineral Reserves and a processing rate of up to 24.0 Mtpa with the ore stockpile to be processed intermittently throughout the mine life. The current mine life is 22 years plus an additional seven years at the end of the mine life for processing the remainder of the ore stockpile.
x. Processing and Recovery Operations
The Chapada concentrator is designed to process copper sulfide ore at a nominal rate of up to approximately 65,000 tpd for a total of up to 24.0 Mtpa. Ore is delivered from the mine by haul truck to one of two parallel lines of primary crushers. The first line consists of a primary gyratory crusher located adjacent to the pit. The discharge of the gyratory crusher is then conveyed to the feed bin of an MMD Sizer for secondary crushing. The second system consists of a Metso jaw crusher. Product from both crushing lines is transferred to the crushed ore stockpile. In 2022, copper and gold recoveries averaged 78.6% and 56.3% respectively and the average concentrate grades were 22.5% Cu and 10.4 g/t Au.
Ore from the crushed ore stockpile is passed to a primary grinding circuit comprising a SAG and ball mill, with pebble crushing, that can be operated in either closed or open circuit. Ground cyclone classified material is passed to a rougher cleaner flotation circuit with concentrate regrind taking place in a Metso Vertimill. The scalper Staged Flotation Reactor (SFR) cells along with the final cleaner column flotation cell supply concentrate to a conventional thickener and then a Larox filter press. The pressure filter reduces the concentrate moisture to approximately 8% before discharging it to a stockpile below. The concentrate is then loaded onto trucks and transported to the port of Açu for shipping.
Flotation tailings are pumped to the TSF, located to the north of the plant site using a two-stage pumping system and water from the tailings basin is recirculated back to the plant.
In 2018, a study and basic engineering report were commissioned, which combined the information gained from several studies regarding process plant upgrading, optimization and, ultimately, the expansion of the processing facilities from the current capacity to approximately 32.0 Mtpa. This expansion has not been advanced but options for mine and mill expansions are being evaluated in parallel with the significantly increased exploration efforts. These expansion options will include the need to relocate some elements of the processing plant and site infrastructure in order to mine the Sucupira mineralization. The Company completed a prefeasibility study for expansion of the Chapada operation in 2022, including the debottlenecking of the existing processing facilities to
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increase throughput from the current level to up to 25.2 Mtpa and the construction of a new processing line to duplicate production for a combined throughput of up to 50 Mtpa. The optimization study will advance to feasibility in 2023 seeking to achieve up to 26 Mtpa while the study for the new processing line will be put on hold pending further definition and update of the Mineral Resources and Mineral Reserves of Chapada.
For Suruca, run of mine ore, which consists of oxide and sulfide mineralization, will be processed separately; the oxide ore will be processed using conventional heap leaching technology, and the sulfide ore will be processed in the existing concentrator after some modifications.
xi. Infrastructure, Permitting and Compliance Activities
Chapada has all the necessary infrastructure for a large open pit mine including truck shop, truck wash facility, warehouse, fuel storage and distribution facility, explosives storage and magazine sites, electrical power distribution and substations. The mine has stockpile areas for high-grade and low-grade ore and waste dumps. Mine and mill infrastructure, including core storage, office buildings, assay laboratory, and maintenance shops, is in place.
The mine is connected to the National Electric Grid through a privately owned 85.4 km long 230 kV transmission line connected to the Energias de Portugal (EDP) electric substation at the city of Itapaci, Goiás. The current power demand at Chapada is approximately 47.7 MW.
Process water is returned from the TSF and held in a water reservoir adjacent to the process plant before use. Additional fresh water supplies for processing can be drawn from the nearby Rio dos Bois, if required.
The Chapada tailings facility is located to the immediate north of the plant site and consists of one main dam (Main Dam) and two perimeter dams (Dike II and Dike III). The Main Dam is constructed with compacted cyclone underflow coarse tailings sands using the centerline method of construction and extends about 5 km in crest length. The Main Dam also includes a 17 m high starter embankment constructed of compacted residual, claylike soil. The current average downstream slope of the Main Dam is 3.5H:1V. The Main Dam also includes a reinforcement buttress around the central maximum section in the valley bottom. In 2022, the Main Dam had a crest elevation at 377.5 m. The Dike II perimeter dam is a zoned earth-fill constructed dam consisting of residual, clay-like soil. Dike II retains the supernatant pond at the south end of the Chapada tailings facility, does not retain any tailings and is equipped with a vertical chimney drain. The Dike III perimeter dam is a centerline constructed dam with compacted cyclone underflow coarse tailings sands, includes a small starter embankment formed of residual, clay-like soil and has a downstream slope of 3.5H:1V. All dams were constructed with foundation drains.
The original tailings facility design was for an ultimate crest elevation up to 382 m, with the tallest segment of the dam being 54 m with a base elevation of 328 m at the downstream toe. In December 2021, MMIC received the construction license for the 382 m dam raise and the operating license was issued in May 2022. As part of its long-term planning, MMIC is engaging in discussions with the regulator to raise the ultimate crest elevation to 398 m.
To contain tailings for the LOM, the existing tailings facility is planned to be raised up to an elevation of 398 m, with a maximum proposed dam height of 70 m. The proposed tailings facility expansion will be constructed with the same cyclone underflow tailings coarse sands following the centerline method (Main Dam and Dike III). Since tailings are not being deposited from Dike II and it is a water retention dam, it will be raised using local borrow material also by the centerline method.
Tailings facility inspections and monitoring are completed daily by a specialized operations technical team. Data are gathered and submitted every two weeks to Brazil’s National Mining Agency ( Agência Nacional de Mineração or “ ANM ”). In addition, Chapada also maintains a geotechnical monitoring center (which constantly monitors the tailings facility), an emergency action plan, and a trained team to respond quickly and safely in any situation.
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Brazilian regulations require numerous tailings dam safety inspections or reviews to be completed by a Brazilian registered engineer and, upon successful inspection, the issuance of a stability condition declaration that must be filed with the ANM. This includes tailings dam safety inspections twice a year (most recently completed in September 2022) and a more comprehensive dam safety review every two years (next planned review in 2023). The most recent Independent Tailings Review Board site visit was completed in August 2022.
Environmental management and monitoring programs have been developed and are implemented for Chapada. The mine monitors surface and groundwater water quality, drainage water quality, meteorological inputs, erosion processes, geochemical characteristics of waste material, air quality, flora, terrestrial and aquatic fauna, environmental compensation areas and remediated areas.
Chapada develops environmental control reports, most recently on an annual basis, which are submitted for regulatory review.
The waste rock at the mine is either PAG or non-acid generating. Static testing results are incorporated in the geologic block model to aid in waste management planning. Seepage from the tailings dams and waste rock dumps is sampled regularly. Contact water collected from the mineral processing plant area is recirculated for operational use. Surface water from the waste rock piles evaporates, infiltrates or is released into the environment, after solids sedimentation.
MMIC holds the mining rights related to the Chapada Mine, having succeeded and incorporated Mineração Alonte Ltda. on May 14, 1998. Mineração Alonte had succeeded Mineração Serras do Leste Ltda. in 1994.
The Environmental Impact Study and corresponding Environmental Impact Report were submitted in December 1996 to the Goiás State environmental regulator (then known as FEMAGO and now known as the Secretaria de Estado de Meio Ambiente e Desenvolvimento Sustentável or “ SEMAD ”) in accordance with the National Environmental Council (CONAMA) Resolution 001/86, Goiás State environmental regulator (FEMAGO) directives and the State Council for the Environment, along with preliminary and installation license applications. Preliminary license No. 013/99 was issued to MMIC, along with requisite installation licenses issued under No. 171/2001. The Preliminary license was renewed in June 2000 and its registration number was updated to 009/2000. The installation license was renewed in July 2006 and its registration number was updated to 287/2006.
The operating license was originally obtained on November 20, 2006 and renewed in 2008 and 2012. The operating license renewal was submitted in April 2022 and is under review. In parallel, MMIC has submitted the operating license renewal through the Unification Permit process described below. Permitting of new activities progressed well in 2022 with the Company receiving additional approvals including the Feijao low-grade stockpile installation license, the South low-grade stockpile operation license, a deforestation license for a new waste pile, amongst others. Simultaneously, the Company has been engaged since 2019 with SEMAD in a legislated process to consolidate a number of other historical permits and activities into a single permit (“ Unification License” ) which would streamline permit management and oversight for both the Company and SEMAD. This Unification License process would regularize various historical technical non-compliances which have developed since the mine began operating in 2006 including, certain historical operational activities taking place on the basis of expired permits or preliminary permits (such as installation permits) or outside of the defined permit requirements. In February 2022, MMIC was formally accepted by SEMAD into the Unification License process and, subject to satisfaction of the specified conditions, expects to receive a Unification License in 2023.
Chapada operates under Lundin Mining’s RMMS and corresponding health, safety, environment, and community standards. This system undergoes a third-party audit to ensure continued compliance with those standards and guidance documents. In addition, the site is both certified under OHSAS - 18001 for health and safety and ISO14001 for environmental management. Chapada Mine’s health and safety management system was converted from is OHSAS-18001 and recertified under ISO-45001 and ISO-14001 in September 2022. Chapada has a valid MCP, which is updated periodically. The closure plan is submitted (i) periodically to the State Environmental Agency, with the next version expected to be submitted following final approval of the Unification License; and (ii) every five years to the ANM, with the last version submitted in June 2022.
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Chapada demonstrates strong integration with the local community through stakeholder engagement, a grievance mechanism and direct investment. The primary sources of investment are through taxation, local jobs, procurement, and community investments.
xii. Capital and Operating Costs
As reported in the Company’s MD&A for the year ended December 31, 2022, Chapada’s annual production cost is presented below. In addition, Chapada’s actual Cash Costs and Cash Costs per pound of copper for 2022 and guidance for 2023 is presented below.
| Chapada | 2022 Actual | 2023 Guidance(2) |
|---|---|---|
| Annual production cost | $324M | -- |
| Cash Cost(1) | $209M | $264M |
| Cash Costperpound of copper(1)($/lb Cu) | $2.08 | $2.55-2.75 |
(1) Cash Cost and Cash Cost per pound of copper are non-GAAP measures. For a description and reconciliation of non-GAAP measures, please refer to “Non-GAAP and Other Performance Measures” in Lundin Mining’s MD&A for the year ended December 31, 2022, which section is incorporated by reference herein and is available on SEDAR under the Company’s profile at www.sedar.com. Cash Costs are calculated on a by-product basis and do not include the effects of copper stream agreements.
(2) Guidance Cash Cost is based on various assumptions and estimates, including but not limited to: production volumes, commodity prices (Au: $1,750/oz), foreign exchange rates (USD/BRL:5.00), and operating costs.
As reported in the Company’s MD&A for the year ended December 31, 2022, total capital cost estimates for Chapada for 2023 are $70 million, a breakdown of which is tabulated below. Capital expenditures include $25 million for capitalized waste stripping, $15 million for the TSF and water management systems, and $5 million for mine and mobile equipment.
| Chapada Capital Cost Estimates | Unit | 2023 Guidance |
|---|---|---|
| TSF and water management | $M | 15 |
| Capitalized stripping | $M | 25 |
| Mine and mobile equipment | $M | 5 |
| Other | $M | 25 |
| Total sustaining | $M | 70 |
The Company capitalizes waste costs during the production phase of the mine when these costs provide probable future economic benefits and identifiable improved access to the ore body which can be reliably measured.
xiii. Exploration, Development and Production
The 2023 exploration program will focus on regional targets with 9,000 m of drilling planned. Geophysical (Induced Polarization/Resistivity) and soil geochemical surveys will continue to identify and focus drill targeting. Total planned exploration expenditure is approximately $1 million for 2023.
In 2022, Chapada produced 45,739 tonnes of copper and approximately 68,000 ounces of gold in concentrate. As reported in the Company’s MD&A for the year ended December 31, 2022, 2023 production guidance is tabulated below.
| Chapada | Unit | 2023 Guidance |
|---|---|---|
| Copper production | ‘000 Tonnes | 43-48 |
| Goldproduction | ‘000 Ounces | 55-60 |
The current forecast LOM of the Chapada open pit and stockpiles is to 2051.
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C. Eagle Mine
All summaries and references to the Eagle Report are qualified in their entirety by reference to the complete text of the Eagle Report, which is available under the Company’s profile on SEDAR at www.sedar.com. Except as where stated otherwise, the information below is stated as of the effective date of the Eagle Report.
i. Project Description, Location and Access
The Eagle Mine is located in Michigamme Township within Marquette County in the upper peninsula of Michigan, USA. The Eagle Mine is on the watershed divide of the Yellow Dog River and Salmon Trout River. Road access to the Eagle Mine is excellent, with maintained loose surface and paved roads. The closest community to the mine site is Big Bay, which is 24 km from the property by road. Big Bay is primarily a cottage community with limited services. The closest full-service community is Marquette, approximately 53 km by road from the Eagle Mine. Marquette provides shipping and rail facilities, and daily air service to Detroit and Chicago from the Sawyer International Airport, which is located approximately 16 km to the south.
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The Humboldt mill property, a former iron ore processing facility, occupying approximately 142 ha, is located approximately 61 km west of Marquette, Michigan, close to the main US Highway 41 (the “ Humboldt Mill ”). The facility is located in the township of Humboldt, Marquette County, Michigan. Ore from the Eagle Mine is trucked approximately 105 km to the Humboldt Mill for processing. Though there is no longer rail access at the Eagle Mine, the Humboldt Mill is connected by rail to the Canadian National Rail system at Ishpeming.
Road access to the Eagle Mine is by means of paved roads from the communities of Big Bay to the east, and Marquette to the south. The Humboldt Mill is located close to the main US Highway 41.
Eagle Mine LLC, an indirect wholly-owned subsidiary of the Company, holds surface and mineral rights over the Eagle Mine, Eagle East, Keel and Humboldt Mill properties via a number of leases and agreements with the State
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of Michigan and private owners. In addition, Eagle Mine LLC owns some surface and mineral rights through previous purchases via various types of deeds. There are separate agreements in place with the owners of both the surface and mineral rights, as required.
While the surface of the Eagle Mine is on property owned by Eagle Mine LLC or property leased from the State of Michigan, the minerals comprising the Eagle Mine are either owned or leased from private owners or the State of Michigan. The state leases were renewed in 2022 for a period of 10 years. The private leases have various expiry dates that are extendable by continued payments or production. An annual lease payment is currently made, in addition to a royalty payment based on a percentage of the NSR, to the owners upon production.
ii. History
The Baraga Basin region has until recently been subject to only sporadic exploration efforts. The earliest historical accounts of exploration in the basin date back to the mid-1800s when a group of investors tried to develop slate quarries along the Slate River. Little documented exploration work took place in the Baraga basin between 1910 and 1950. During the 1950s, Jones and Laughlin conducted an exploration program along the northern portion of the east branch of the Huron River, investigating uranium-silver-mercury mineralization associated with a graphitic shear exposed in the river. During the 1960s and 1970s, various interests conducted exploration programs on Ford Motor Company mineral lands in the Baraga Basin and the western portion of the Marquette Trough. The programs were primarily focused on uranium and zinc. The U.S. Department of Energy provided funding to drill a number of deep holes in the Baraga Basin during the 1970s, presumably to provide stratigraphic information for the uranium exploration effort.
In 1979, the Michigan Department of Natural Resources, in conjunction with the U.S. Geological Survey, published a report on the Yellow Dog River peridotite describing the results of geochemical, petrographic, and geophysical studies of the peridotite, concluding that the anomalous sulphur and copper contents of the outcropping peridotite indicated a potential for a copper-nickel ore deposit.
Kennecott Exploration started working in the region in 1991 and actively explored for zinc deposits through 1994, partially shifting to magmatic nickel exploration in 1995 and drilling four holes to test the Yellow Dog River peridotite (Eagle East). One hole (YD95-2) intersected 10 m of moderate to heavy disseminated sulphide mineralization but two others demonstrated that the peridotite widened to the east but only intersected a metre or two of weak sulphide mineralization along the north and south contacts.
The Eagle deposit was first drilled in 2002 as part of a nickel exploration program commenced by Rio Tinto in 2000. Subsequent to further drilling, an initial Mineral Resource was estimated in early 2004.
Following further drilling, feasibility studies, and the receipt of all relevant permits Rio Tinto began construction of the Eagle Mine site in 2010 and commenced underground development in September 2011. The reconstruction work at the Humboldt Mill also commenced in 2011.
In July 2013, Lundin Mining acquired the Eagle Mine project from Rio Tinto and accelerated construction activities. Construction was completed in mid-2014 and commercial production of nickel and copper concentrates was achieved in November of 2014.
In July 2015, the discovery of high-grade Ni-Cu mineralization at Eagle East was announced and in June 2016, an Inferred Mineral Resource estimate was released, and a Preliminary Economic Assessment published. In April 2017, the results of a Feasibility Study on Eagle East were released, and a Mineral Reserve estimate was reported for the first time. The first ore from Eagle East was extracted at the end of September 2019 and is currently being mined along with the Eagle deposit, according to the Eagle Mine LOM.
Ongoing infill drilling around Eagle East has added Mineral Resource with subsequent conversion to Mineral Reserve over the years, locally known as the Western Extension.
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iii. Geological Setting, Mineralization and Deposit Type
Regional, Local and Property Geology
The Eagle and Eagle East peridotite intrusions are hosted in Paleoproterozoic metasediments of the Baraga basin region, which rest unconformably on the Archean basement rocks. These sediments are assigned to the Upper Fossum Creek Unit and are mainly composed of an upper siltstone sequence with fine grained turbiditic greywacke sandstone interbeds. The principal host rocks are near-vertical dykes of pyroxene to peridotite composition, which strike in an east-west direction.
The intrusion hosting Eagle is elongated east-west with a maximum length of 480 m and maximum width of approximately 100 m near surface. The intrusion narrows to approximately 10 m wide at the limit of drilling 290 m below surface (145 m RL). The sulphide bodies subtend a volume measuring 330 m in strike length by 270 m vertically, abruptly terminating on the west and tapering to the east with a maximum thickness in the middle of approximately 135 m.
Eagle East is located deeper than the Eagle deposit and lies approximately 814 m to 990 m below surface. The conduit exploration program has identified a 500 m long horizontal section of the Eagle East feeder conduit, which is up to 30 m thick, and its vertical extent is in the order of 75 m. The host sediments encountered in the surroundings of the Eagle East mineralized zone are mainly siltstones with low proportions of sandstone interbeds. Bedding and foliation are the main structural features present in the sediments and represent the weakest planar orientation found.
Mineralization
Eagle and Eagle East are part of the same ultramafic intrusive system that hosts high-grade primary magmatic Ni/Cu sulfide mineralization. These intrusions are related to the feeder system for the Keweenawan flood basalts, a Large Igneous Provence resulting from mantle-tapping extension during the Midcontinent Rift. Mineralization styles are similar at Eagle and Eagle East, consisting of intrusions of mineralized peridotite with concentrations of sulfide mineralization, mostly within the intrusion, resulting in the accumulation of semi-massive sulfide, and a central core zone of massive sulfide.
Two types of potentially economic mineralization are found in the Eagle and Eagle East deposits: semi-massive sulfides and massive sulfides. The sulfide bodies are tabular, pipe-like, or irregular in shape and, although complexly interrelated, are broadly concordant with the host ultramafic. Contacts between the massive and semimassive sulfides are relatively sharp. Massive sulfides are observed to extend outward of the host dykes, into the sedimentary country rock where they form flat-lying sills.
Most of the nickel is in pentlandite with a small portion in millerite group minerals and secondary violarite. The majority of pentlandite occurs in granular form with less than 1% to 2% as flame or exsolution lamellae. Copper is primarily in chalcopyrite with lesser secondary cubanite. The distribution of PGMs, gold, and cobalt is still poorly understood; however, assay and metallurgical test correlations indicate that the cobalt is associated with the pyrrhotite/pentlandite. PGMs and gold appear to be related to late-stage veining/intrusion and tend to be most abundant in areas with chalcopyrite enrichment. With the exception of cobalt, Eagle East is significantly higher in grade for both precious and base metals than Eagle.
Prior to the commencement of mining at Eagle East in 2019, average nickel and copper grade estimates were in the order of 60% higher at Eagle East compared to Eagle. Since that time, massive sulfide ore has been mined and lower grade ore has been added such that the average nickel and copper grade estimates are now approximately 30% higher at Eagle East compared to Eagle.
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Deposit Types
The Eagle and Eagle East deposits are sulphide rich and high-grade magmatic sulphide accumulations containing nickel-copper mineralization and minor amounts of cobalt and platinum group metals. The economic minerals associated with these deposits are predominately pentlandite and chalcopyrite.
The mineralization process common to all primary magmatic sulphide deposits consists of: (a) metal-rich ultramafic magma intruding into the crust, typically in an extensional environment; (b) sulphur saturation through geochemical contamination by crustal rocks resulting in primary sulphide droplets forming; (c) metal enrichment of sulphides by interaction with large volumes of subsequent magma flow; and (d) deposition of sulphides by density settling where magma flow slows due to structural traps or major changes in the geometry of the plumbing system (going from a small conduit to a large chamber, etc.).
iv. Exploration
Exploration activities at Eagle have historically included geological mapping, geochemistry (indicator mineral sampling and Mobile Metal Ion studies from basal tills, dyke litho-geochemistry, sulfur isotype studies, QEMSCAN[TM] studies), and geophysics (airborne, surface, and underground borehole resistivity and gravity). The main and most successful exploration tool has been diamond drilling in combination with a very robust and predictive deposit model.
The mineralization is directly related to small, conduit style ultramafic intrusions. Using the conduit model, the mineralized peridotite conduit at Eagle East was followed to depth with directional drilling, to a location where the conduit flattened to horizontal and high metal tenor sulfide droplets had settled at the base of the conduit, forming the Eagle East deposit. Upon testing the extent of the Eagle and Eagle East peridotites, no additional favourable intrusions were identified.
Surface exploration was halted in late August of 2019. Underground exploration drilling continued from 2019 through 2021 in and around Eagle East, and exploration drilling resumed from underground at Eagle East in 2021 on remaining targets from the surface program. A magnetotelluric survey was conducted over the gabbro and along the strike direction of the conduit eastward. The objective of this program was to provide robust EM coverage over the intrusive system to depth in order to identify any new sulphides.
Directional drilling was used to drill a fan pattern horizontally, adjusting subsequent holes up or down based on the location within the conduit as determined by the zoning patterns identified at Eagle. The conduit has been traced eastward for approximately 1 km, at which point a gabbro intrusion occupies the intrusive plumbing system. This gabbro intrusion is approximately 350 m in width in the east-west direction and 225 m in the northsouth direction, and extends vertically to at least the drilled depth of 2,070 m below surface (1,550 m below the mineralized conduit). The hole defining this depth bottomed in gabbro, and the intrusion continues near vertically to an unknown depth. This gabbro intrusion frequently has a “rind” of pyroxenite, peridotite, or mineralized peridotite. This is interpreted by the Eagle Report authors as evidence that the gabbro has intruded and blocked the structural plumbing that was exploited by the mineralized peridotite intrusion. Based on this, it is expected that additional accumulations of high-grade sulphide exist at depth.
v. Drilling
At Eagle, the surface drilling was initially conducted on 25 m intervals with pierce-points at approximately 20 m to 25 m spacing along with drill hole fans on 25 m and 12 m centres. The overall drill hole spacing is not uniform owing to the orientation of the mineralized body and the environmental constraints on collar placement.
Underground preliminary development drilling, which began in 2012, is generally completed at a nominal 20 m spacing for achieving a Measured category for the Mineral Resource model. Holes are not typically aligned along cross section planes owing to the necessity to fan holes from a relatively few stations. The style of mineralization is such that it is not necessary for the drill holes to be rigorously oriented perpendicular to the overall trend of
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the mineralization. The deposit is traversed in a wide range of directions in such a fashion that the samples, taken as a whole, should be representative of the grades of the mineralization.
Both surface and underground drilling has been carried out by contract drillers. The most recent contractors have been Boart Longyear (surface) and National EWP Inc. (underground). Surface drilling programs employed truck mounted LF90 and LF230 rigs (Boart Longyear). Underground drilling is conducted using skid mounted U8 rigs.
In 2022, underground exploration drilling comprised a total of 15,700 m drilled, testing near-mine step-out mineralization along the Eagle East trend and probing Eagle East source conduits for additional mineralizing basins. Infill drilling comprised a total of 12,433 m drilled in 2022 in support of mine planning.
vi. Sampling, Analysis and Data Verification
The entire Mineral Resource estimate at Eagle and Eagle East is based on drill core samples.
Eagle follows documented protocols for core handling and sample preparation. The sampling preparation begins at the Eagle Mine site where cores are halved inside an automated core cutter, in approximately 40 cm lengths whereupon both halves are returned to the core box. After the core is split, one of the split halves is put into sample bags at 1.5 m intervals. The intervals are created in acQuire[TM] constrained lithologic domains. The sample bags are then filled, bar-coded, and placed into a secure sample bin. Eagle generates their own bar-coded adhesive sample tags for use with the samples coordinated via the acQuire[TM] database logging and sampling program. The metallurgical samples are not used in Mineral Resource estimation.
Prior to 2003, drill core samples were shipped to ALS in Reno, Nevada, an independent laboratory, for crushing, splitting, and pulverization. From 2004 to 2015, samples were prepped for analysis at ALS in Thunder Bay, Ontario, an independent laboratory, and from 2015 to 2019, some of the samples were sent to Minerals Processing Corporation, located in Carney, Michigan, an independent laboratory. From 2019 onwards, underground drill samples were shipped to ALS in Thunder Bay for full sample preparation and analysis.
Sample preparation at the ALS laboratory in Thunder Bay, Ontario has standard procedures and quality controls for sample preparation to ensure compliance with industry and client standards. Pulps are sent to the ALS laboratory in Vancouver, British Columbia for analysis. Samples are analyzed for multi-elements, oxides and SG.
In each case, established procedures were used to ensure the security of samples during transportation between the drill rig and the laboratories. Access to both the Eagle and Negaunee sites is restricted to authorized personnel and staffed continuously. Drill and mine samples are handled and transported only by Lundin personnel or contractors. Samples are picked up and transported to the laboratory by commercial carrier. Logging, sampling, and analytical data are captured in an acQuire[TM] database, which resides on the Company’s servers and is backed up daily. The integrity of this database is the responsibility of a database manager, who has exclusive access.
Standardized protocols of QA/QC sample insertion using certified reference material, blanks, and duplicates have been used throughout the history of the Eagle project to monitor the quality of the sampling process and assay results. Standards are inserted every thirtieth sample, blanks also every thirtieth sample as well as after noticeably high-grade samples. Duplicates are taken every thirtieth sample, offset by four or five from the nearest standard.
The database manager is responsible for importing the assay data via the internet directly from the laboratory, validating the data, compiling the QA/QC results, and resolving QA/QC failures. Much of the validation work is done using scripts and utilities run from within acQuire[TM] . The database manager also provides export files to downstream users for import into other software packages such as Vulcan® or Leapfrog®.
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vii. Mineral Processing and Metallurgical Testing
Eagle maintains regular metallurgical testing programs that are incorporated with historical testing results and mill performance into a statistical model to predict and improve the complex’s processing performance in terms of mill throughput, metal recovery to concentrates, and final concentrate grades. Metallurgical tests are executed in a number of specialized in-house and commercial facilities. Testing includes work index determination, mineralogy using optical and QEMSCAN[TM] technology and bench scale flotation testing that is correlated with industrial scale performance in order to predict mill throughput and metallurgical performance. The model for predicting metallurgical performance is updated on an annual basis. To improve accuracy of the model as a forecasting tool, actual operating performance in the plant for the prior period is given a heavier weighting than laboratory results in model refinements.
Prior to mining Eagle East sulfide ore, metallurgical test work was conducted to confirm the applicability of the Humboldt Mill process flowsheet for grinding, flotation and metal recovery. This test work, which was carried out on and off site, consisted of mineralogical analyses, batch grinding and flotation testing and locked cycle testing. The test work found that the metallurgical characteristics for Eagle East sulfide ore were comparable to Eagle sulfide ore, both in hardness and flotation response. Given a common copper-to-nickel feed ratio, metallurgical performance has since tracked along a similar head grade versus recovery curve. As a result, Eagle East and Eagle ore is regularly comingled to simplify ore mining, haulage and processing.
The Humboldt processing facility operates at or near metallurgical budget. The remaining orebody is similar as the material already processed, with the exception of Eagle Keel which is lower grade material. The processing facility will have no issues treating this incoming material.
There was limited testing done on Eagle Keel material - the recommendation in the Eagle Report is to introduce a two-day run of Eagle Keel ore into the mill a few months before it will become the predominant feedstock to prepare the mill for unexpected features which can be mitigated by adjustment in the routines.
viii. Mineral Resource and Mineral Reserve Estimates
Mineral Resources at Eagle are estimated using 3D block modelling with Maptek Vulcan® and Seequent Leapfrog mining software. Mineral Resources at Eagle East are estimated using Leapfrog Edge software. Grade estimation was also completed utilizing Leapfrog Edge software. Density values were estimated using the Ordinary Kriging method for both deposits.
The Eagle and Eagle East Mineral Reserves are estimated from the Mineral Resources by designing stopes and sill layouts using Deswik Stope Optimizer software. A separate NSR cut-off is applied to the two orebodies together with dilution and mining recovery factors.
Factors which may affect the Mineral Resources and Mineral Reserve estimates include: dilution and mining recovery, metal prices, smelter, refining and shipping terms, metallurgical performance, geotechnical characteristics of the rock mass, capital and operating cost estimates, and the likelihood of obtaining land title, required permits and environmental, social and legal licenses.
Details of the December 31, 2022 Mineral Resource and Mineral Reserve estimates for Eagle and Eagle East are included in Schedule A, attached to this AIF.
ix. Mining Operations
The Eagle Mine is an underground mine producing about 2,200 tpd of high-grade nickel-copper ore. The ore is hauled to surface in diesel-powered trucks via the ramp and then trucked to the Humboldt processing plant at a separate site. The Eagle Zone is a near-surface deposit situated between 40 m and 370 m below the surface. The deposit is about 250 m long and ranges from 15 m to 85 m in width. Eagle was the first zone discovered and mined. Development of the main ramp began in September 2011, and commercial production was achieved in
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November 2014. The zone remains in production to the present. The mining methods used at the Eagle Zone is sublevel open stoping (“ SLOS ”) and Drift and Fill (“ D&F ”). Cemented rock fill is used to fill mined out stopes in both methods.
The Eagle East Zone is located approximately two km east of the Eagle deposit and 900 m below the surface. The deposit is a sub-horizontal conduit 30 m to 70 m wide and 720 m in length, with thickness of 50 m to 120 m. It was discovered as a result of exploratory drilling conducted from the Eagle Zone. Eagle East was developed from 2018 to 2020, and remains in production to the present. It is accessed from the lowest level of the Eagle Zone via twin ramps, one providing access, the other return ventilation. Both SLOS and D&F are also used at Eagle East.
The Keel Zone is situated about 1.5 km east of the Eagle Zone. It consists of two distinct deposits referred to as Upper Keel and Lower Keel. As their names suggest, Lower Keel is situated at greater depths than Upper Keel. About 23% of the Eagle Mine ore production will come from Keel zone during the remainder of its LOM. Development of the Keel Zone is scheduled to commence in the first quarter of 2023.
The Eagle Mine conducts mine designs with Deswik software. The design undertaking requires estimation of numerous parameters related to production rates and the determination of dimensions of underground excavations, from input provided by geotechnical engineers.
The current production at Eagle Mine is from two deposits: Eagle main and the Eagle East, located at 1,700 m (5,600 ft) to the East. The Eagle East mining operations extend from 500-600 m (1,600-2,000 ft) below surface to approximately 1,000 m (3,300 ft) depth. Both mines are based on the same geotechnical domains. These domains are composed of similar lithologies, sharing similar geomechanical characteristics.
x. Processing and Recovery Operations
The Humboldt Mill is a former iron ore processing plant that has been converted for processing Eagle ore. From a covered coarse ore storage facility, the ore is processed using a conventional three stage crushing and single stage ball milling process followed by differential bulk flotation with differential cleaning to produce separate nickel and copper concentrates. Metallurgical recoveries of nickel and copper average 84% and 97%, respectively. Tailings from the plant are deposited sub-aqueously in the adjacent former Humboldt iron ore open pit. No modifications to the process plant were necessary for the treatment of the Eagle East ore, which is blended with that from Eagle over the remaining LOM.
Nickel and copper concentrates are stored in a covered concentrate building on site prior to being transported via rail car direct to smelter facilities within North America.
xi. Infrastructure, Permitting and Compliance Activities
Both the Eagle Mine and Humboldt Mill are accessible via an extensive and established network of paved roads, a regional airport, rail services, excellent telecommunications facilities, national grid electricity, an ample supply of freshwater and a highly educated work force. Eagle concentrate is transported offsite from the mill by rail to a central CN rail yard in Michigan, where it is staged for on-transportation by rail to smelters within North America.
Both the mine and mill operate under several local, state and federal permits, including Michigan’s Part 632 Nonferrous Metallic Mining law, air quality and groundwater and surface water discharge permits. All permits are in place for the mine and mill operations, and Eagle has maintained compliance with the corresponding requirements. In addition to adhering with all legal requirements, Eagle Mine operates under Lundin Mining’s Responsible Mining Management System and corresponding health, safety and environment standards. This system undergoes third-party auditing to ensure continued compliance with those standards and additional guidance documents.
From the Humboldt Mill, the tailings are sent to the Humboldt Mill tailings disposal facility (“ HTDF ”). The HTDF is the original open-pit iron ore mine that filled with water over time and has housed the tailings from a historical
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gold mine (the “ Ropes Mine ”) for over 20 years. The pit is approximately 120 m deep and contains 61 m of tailings from the Ropes Mine. Eagle’s tailings are permitted to be placed in the pit with water cover varying from a minimum of about six metres, but in some locations water cover is considerably deeper. The tailings facility at Eagle does not have a constructed tailings impoundment with embankments or dams. This subaqueous disposal of tailings in previously mined open pits is broadly considered a best practice for storing sulfide-bearing tailings. The Company’s most recent Independent Tailings Review Board site visit was completed in September 2022.
The Eagle Mine groundwater discharge permit renewal submission, a routine process required every 5 years, was submitted to the Michigan Department of Environment, Great Lakes and Energy (formerly the Michigan Department of Environmental Quality) in 2017 and a draft permit was received in January 2023. The National Pollutant Discharge Elimination System (NPDES) permit was renewed in 2022 for the discharge of treated effluent from the Humboldt Mill site to the Middle Branch of the Escanaba.
Eagle engages with all stakeholders that are impacted by the operations, primarily in the communities nearest to the mine and mill. An information centre is located in downtown Marquette to increase the opportunity for direct communication. Engagement occurs throughout the year and is focused on managing social impacts, risks and opportunities. The team operates under Lundin Mining’s Responsible Mining Management System and bases their activities on a 5-year social performance strategic plan. The systems utilized reflect best practices in stakeholder engagement, grievance procedures, risk management and community investment.
The Company’s community environmental monitoring program, successfully renegotiated in 2019, is an ongoing initiative that provides a local environmental NGO and the Keweenaw Bay Indian Community access to the sites for collecting third party environmental data. As a result of these and other engagements and community investments, Eagle Mine has sustained strong stakeholder relationships and promoted socioeconomic development in the communities nearest to the mine.
Eagle is currently scheduled to cease operations in 2027. While there is no regulatory requirement in Michigan for Eagle to periodically submit MCPs, there is a requirement to submit a final MCP for the HTDF at the Humboldt Mill prior to cessation of operations. Mine closure planning at Eagle is routinely refined and integrated with the remaining LOM plan. The Company is also exploring various alternative uses for mine infrastructure both independently and with third parties.
xii. Capital and Operating Costs
As reported in the Company’s MD&A for the year ended December 31, 2022, Eagle’s annual production cost is presented below. In addition, Eagle’s actual Cash Costs and Cash Costs per pound of nickel for 2022 and guidance for 2023 is presented below.
| Eagle | 2022 Actual | 2023 Guidance |
|---|---|---|
| Annual production cost | $193M | -- |
| Cash Cost(1) | $25M | $46M |
| Cash Costperpound of nickel(1)($/lb Ni) | $0.79 | $1.50-1.65 |
(1) Cash Cost and Cash Cost per pound of nickel are non-GAAP measures. For a description and reconciliation of non-GAAP measures, please refer to “Non-GAAP and Other Performance Measures” in Lundin Mining’s MD&A for the year ended December 31, 2022, which section is incorporated by reference herein and is available on SEDAR under the Company’s profile at www.sedar.com.
(2) Guidance Cash Cost is based on various assumptions and estimates, including but not limited to: production volumes, commodity prices (Cu: $3.75/lb) and operating costs.
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As reported in the Company’s MD&A for the year ended December 31, 2022, capital cost estimates for Eagle for 2023 are $20 million and tabulated below. The $20 million forecast capital expenditures will be entirely composed of underground mine development and for mine and mill sustaining initiatives.
| Eagle Capital Cost Estimates | Unit | 2023 Guidance |
|---|---|---|
| Mine development, and mine and mill | $M |
20 |
| sustaininginitiatives | ||
| Total sustaining | $M | 20 |
xiii. Exploration, Development, and Production
Exploration expense of $3.5 million dollars is expected for 2023, with 16,000 m of exploration drilling anticipated. Drilling will focus on in-mine targets with the potential to extend LOM at Eagle East.
In 2022, Eagle produced 17,475 tonnes of nickel in concentrate and 15,895 tonnes of copper in concentrate. As reported in the Company’s MD&A for the year ended December 31, 2022, production guidance for 2023 is as tabulated below.
| Eagle | Unit | 2023 Guidance |
|---|---|---|
| Nickel production | ‘000 Tonnes | 13-16 |
| Copperproduction | ‘000 Tonnes | 12-15 |
The current LOM of Eagle is to 2027.
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D. Josemaria Project
All summaries and references to the Josemaria Report are qualified in their entirety by reference to the complete text of the Josemaria Report, which is available under Josemaria Resources’ profile on SEDAR at www.sedar.com. Except as where stated otherwise, the information below is stated as of the effective date of the Josemaria Report.
The Josemaria Report is dated effective September 28, 2020 and the estimates and design contained therein was based on data from late 2019 or early to mid-2020.
On April 28, 2022, the Company completed the acquisition of Josemaria Resources. The Josemaria Report was prepared based on data prior to the outbreak of the COVID-19 pandemic and the inflationary environment in 2021 and further rises in 2022. In recognition of this, the Company provided an update to the market on April 28, 2022 that the Company would continue study work, including updating of cost estimates to be reflective of the then current conditions and the evaluation of potential scope changes compared to plans envisaged in the Josemaria Report and advised that while the additional study work had not yet concluded, the Company expected the initial capital expenditure estimate of the project to be greater than $4 billion. On October 25, 2022, the Company advised that the Company was continuing to advance engineering work and was performing a full review of the capital costs and project schedule with an aim to deliver an updated technical report to the market in the second half of 2023. The Company continues to expect to meet the previously stated timeline for delivering an updated technical report which will include a comprehensive update of the anticipated scope changes, capital costs and project schedule for the Josemaria Project.
i. Project Description, Location and Access
The Josemaria Project is located within the San Juan province of Argentina, 9 km east of the Chile-Argentina border in the Andes Mountains at elevations ranging from 4,000 m to 4,900 m above sea level. Topography is mountainous with broad, flat-bottomed valleys and moderately steep slopes.
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Access to site will be a seven-hour journey from the city of San Juan along public two-lane paved roads, as well as a project-developed and maintained gravel road. Long-term access to the site is expected to be primarily within the Province of San Juan. Construction supplies will come to site via this road or an alternate access road which runs partially through the Province of La Rioja, and concentrate will be transported along the site access road and public two-lane paved roads to San Juan, where it will be loaded onto rail and taken to the port at Rosario for export to international smelters.
There is a 3% pithead value royalty payable to the Province of San Juan. The anticipated pit shell of the Josemaria Project is subject to three underlying agreements: the Lirio agreement, the Batidero agreement and the Filo agreement.
The Lirio property was acquired through an exploration agreement with an option to purchase, dated July 15, 2003. This option was exercised on June 25, 2009, and Deprominsa now holds a 100% interest in the property, subject to a 0.5% NPI royalty (for a period of 10 years), and an additional $2 million payment within six months of the completion of the second full year of mine operations. The Lirio property agreement covers the area of the Mineral Reserve estimate for the Josemaria deposit and has been applied to the economic model of the project.
Deprominsa holds a 100% participating interest in the Batidero property, subject to a 7% NPI. Only approximately 0.3% of the currently estimated Mineral Reserve for Josemaria falls within the Batidero property agreement. This portion of the Mineral Reserve is entirely within the final phase of the current mine plan. Due to the immateriality of the impact of this royalty on project economics, it has not been explicitly modelled within the current economic model.
The Filo property was acquired from Filo del Sol Exploración S.A., a subsidiary of Filo Mining Corp., through an agreement dated January 11, 2018. Deprominsa holds a 100% interest in the Filo property subject to a 3.0% NSR royalty in favour of Filo del Sol. Deprominsa has the right to buy back 2% of the NSR for $2 million. The currently estimated Mineral Reserves for Josemaria do not fall within the Filo property agreement.
The Company is also contractually obliged to make construction and production milestone payments to a former joint venture partner, JOGMEC, of $5 million and $13 million, respectively. JOGMEC also has certain rights to acquire offtake representing up to 40% of the material produced on market terms and conditions.
Deprominsa holds 13 exploitation licenses and 4 exploration licenses. Total holdings cover an area of approximately 33,030 ha.
Deprominsa has an occupancy easement for the Batidero Camp at Josemaria, and a road right-of-way, which provides access to the work area. Part of the road right-of-way is within private property. The remainder of the road and the camp fall within an area of the San Guillermo Provincial Reserve, which allows multiple usage, including mining.
ii. History
Mineral rights for Josemaria were first acquired by Sr. Lirio in the early 1990s. Solitario Resources Corporation acquired these rights in 1993, with limited exploration occurring up to 2002 when Solitario (then called TNR Resource Ltd.) signed an option agreement with Tenke Mining Corporation (now Josemaria Resources).
The Josemaria deposit was discovered during the initial drilling campaign in the 2003/2004 field season. The first hole drilled encountered 280 m grading 0.61% copper and 0.51 g/t gold. It was targeted on coincident talus fine copper and gold geochemical and magnetic anomalies.
Work conducted by the Company and precursor companies has included reconnaissance prospecting; geological mapping; talus fines sampling; rock chip and trench sampling; ground-based magnetic, controlled source audiomagneto telluric (CSAMT) and induced polarization (IP) – resistivity geophysical surveys; reverse circulation (RC) and core drilling; and metallurgical testwork.
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There is no reported production from the project area.
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iii. Geological Setting, Mineralization and Deposit Type
The Josemaria porphyry copper-gold deposit is centred on a Late Oligocene dacitic porphyry intrusive complex emplaced into Permo-Triassic rhyolite and tonalite. Porphyry ascent and localization appears to have been guided by a pre-existing north-south structural zone.
The copper-gold mineralization at Josemaria is hosted within a porphyry system that includes two main types of hypogene mineralization. The first and most widespread type of hypogene copper-gold mineralization is associated with the upper parts of the potassic alteration zone (Min zone PyCpy). Disseminated and vein-style chalcopyrite mineralization is associated with an A-type quartz-magnetite veinlet stockwork in the area above and around the porphyry intrusions. Minor bornite is present, but in an approximate ratio of 30:1 (chalcopyrite:bornite) within the potassic zone. The second type of hypogene sulphide mineralization is located along the western and central parts of the system, associated with the advanced argillic domain and the underlying sericitic alteration (Min zone PyCC(H)). This high-sulphidation assemblage includes disseminated grains of pyrite rimmed by hypogene chalcocite, bornite and/or covellite with trace amounts of tennantite and enargite. Arsenic values are relatively low, in the range of ~10–100 ppm. Pyrite:copper-bearing sulphide ratios are roughly 10:1.
The deposit area measures ~1500 m north-south by 1,000 m east-west and 600 to 700 m vertically from surface, within a larger alteration footprint of up to 4 km north-south by 2 km east-west. A variably-developed leached cap overlies part of the Josemaria deposit and is predominantly related to oxidation at and below the modernday surface. The Josemaria deposit remains open to the south, beneath a thickening cover of post-mineral volcanic rocks and also at depth.
The leached cap, with underlying supergene copper enrichment, ranges from 10 m to 150 m in thickness, with the thicker parts preferentially developed along structures. Mineral zones within the Josemaria deposit are defined by the relative abundance of chalcopyrite, pyrite and chalcocite, as well as the mode of occurrence of chalcocite (hypogene or supergene) and level of oxidation. Chalcopyrite and pyrite are disseminated through the potassic and overprinting chlorite-sericite zones, with minor bornite. Quartz–magnetite ± chalcopyrite veining occurs through much of the main mineralized zone, as discrete veins and locally as a more intense stockwork. Sulphide mineralization in the upper advanced argillic and sericitic domains includes a hypogene-enriched highsulphidation assemblage of chalcocite with covellite, tennantite, and minor enargite, resulting in some of the highest hypogene grades in the deposit.
Based on geological features and location, the Josemaria deposit is classified as a porphyry copper-gold system. Porphyry deposits in general are large, low- to medium-grade magmatic-hydrothermal deposits in which primary (hypogene) sulfide minerals occur as veinlets and disseminations within large volumes of altered rock that are spatially and genetically related to felsic to intermediate porphyritic intrusions. The large size and styles of mineralization (e.g., veins, vein sets, stockworks, fractures and breccia pipes), and association with intrusions distinguish porphyry deposits from a variety of other deposit types that may be peripherally associated, including skarns, high-temperature mantos, breccia pipes, and epithermal precious metal deposits. Secondary minerals may be developed in supergene-enriched zones in porphyry copper deposits by weathering of primary sulphides. Such zones typically have significantly higher copper grades, thereby enhancing the potential for economic exploitation.
iv. Exploration
Work programs conducted by the Company and precursor companies included geological mapping; soil, rockchip and talus sampling; a number of geophysical surveys including IP–resistivity, magnetometer, and Mount Isa Mine’s Distributed Acquisition System methodology surveys; and RC and core drilling.
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The Josemaria deposit remains open to the south, beneath a thickening cover of post-mineral volcanic rocks, and also at depth. Drilling was planned with a conceptual open-pit configuration in mind, and only two drill holes were extended beyond depths of about 600 m (JMDH06 and 07). Both drill holes encountered lower-grade mineralization; however, they intersected the late mineral porphyry unit, which tends to be lower grade. Potential remains to extend the mineralization at depth within the tonalite unit.
v. Drilling
Twelve drilling campaigns have been carried out at the Josemaria deposit from 2003 to 2022. Drilling at the Josemaria deposit to date totals 106,539 m in 244 holes, of which 48 holes (17,535 m) are RC holes and 196 holes (89,004 m) are core holes, including 14 condemnation holes and 15 geotechnical holes inside the FS pit shell. More than 90% of the metres drilled were HQ (63.5 mm diameter core).
Core was photographed, logged for detailed lithology, alteration and mineralization features, and rock-quality designation and recovery data were collected. Several of the drill holes were also logged for geotechnical information. After geological logging and cutting, all core was scanned by CoreScan HCI 4.1 Hyperspectral Core Imager.
Drill hole orientations are generally appropriate for the mineralization style. The Josemaria deposit is a porphyry system with disseminated mineralization and overlying supergene enrichment. Reported and described interval thicknesses are considered true thicknesses.
vi. Sampling, Analysis and Data Verification
All drilling since 2009 has been core drilling. Core was sampled continuously from the beginning of recovery to the end of the hole. Samples are generally 2 m long. Drill core was cut in half using a circular, water-cooled rock saw. Half-cores are randomly weighed and compared to verify that 50% of the material was sampled. One half of the core was used as a geochemical sample and the other stored in boxes or trays for reference and future revisions.
A total of 29,177 core samples have been systematically analyzed for SG since the 2011–2012 drilling program. Specific gravity was measured by Josemaria technicians using the water immersion method, either at the Batidero camp or at the Josemaria core logging and sampling facility in San Juan.
From 2009 to 2014, all core samples were analyzed by ACME Laboratories in Chile. ACME’s accreditations have included ISO9001:2000 and ISO/IEC17025. Sample preparation was undertaken at ACME’s sample preparation laboratory in Mendoza, Argentina, which holds ISO 9000:2001 accreditation. SGS Laboratories in Chile was used as an umpire laboratory during 2012- 2013. At the time the analyses were performed, SGS held ISO/IEC17025 accreditations. ACME and SGS are accredited laboratories and independent of Josemaria Resources.
Beginning again in 2019, samples were delivered to the ALS preparation laboratory in Mendoza, Argentina where they were crushed and a 500 g split was pulverized to 85% passing 200 mesh. The prepared samples were sent to the ALS assay laboratory in Lima, Peru. ALS is an accredited independent laboratory.
Gold analyses were by fire assay fusion with AAS finish on a 30 g sample. Copper and silver were analyzed by atomic absorption following a 4-acid digestion. Samples were also analyzed for a suite of 36 elements with ICPAES and a sequential copper leach analysis was completed on each sample with ICP copper > 500 ppm Cu. Beginning in 2021, all samples were analyzed for copper speciation with the sequential leach procedure. Copper and gold standards, as well as blanks and duplicates (field, preparation and analysis), were randomly inserted into the sampling sequence for quality control. On average, 9% of the submitted samples are quality control samples. No data quality problems were indicated by the QA/QC program.
ACME and ALS were also used for surface sample analyses.
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Prior to 2009, quality control was limited to the preparation and analysis of field duplicates from the drill samples.
A quality control protocol was implemented in the 2009–2010 season, beginning with JMDH08. The program, with some minor variations, has been followed since that date. The programs include blanks, duplicates and standard reference materials inserted in the sampling sequence. The programs included a total of seven quality control samples inserted for every 77 samples submitted to the laboratory to provide sufficient controls for the 78 and 36 element trays used in the laboratory.
Drill core is stored in a core storage warehouse in San Juan. Core is well organized and stored in racks, easily available for review. The laboratory returns the pulps and coarse reject for each sample that has been sent for analysis. These are stored at the San Juan facility.
The logging facility is fenced, locked when not occupied, and is secure. Samples are handled only by company employees or their designates (i.e. laboratory personnel). Samples are in the control of a Company employee or contractor from the time they leave the site until they arrive at the San Juan lab.
Data verification included field visits (drill collar monumenting; location checks for selected drill collars); witness sampling; spot checks of the assay database against assay certificates; reviews of the lithology and alteration information in drill core against drill logs; reviews of collar elevations in the database against collar elevations in the digital elevation model provided by the Company; downhole survey deviation reviews; reviews of QA/QC data including standard, blank and duplicate sample performances; and a review of check sampling on pulps completed by a check laboratory.
In respect of the Mineral Resource estimate, block model interpolations were validated against drill hole composite grades and there is a good correlation without showing any bias in model interpolations. In respect of the Mineral Reserve estimate, the Mineral Resource model was validated before using it to define the Mineral Reserves. Tonnages were compared between queries of the Mineral Resource model and the stated Mineral Resource, as part of standard model checking procedures.
vii. Mineral Processing and Metallurgical Testing
Numerous metallurgical test programs have been completed on the Josemaria deposit. Josemaria materials are amenable to conventional grinding and flotation processes and will produce a readily saleable copper concentrate. Minor differences in metallurgical response were observed within samples representing different zones of the Josemaria deposit.
The Josemaria deposit has been characterized based on rock type, namely: tonalite, rhyolite and porphyry. A zone of supergene copper enrichment is also present within the Josemaria deposit and was tested as a distinct zone. The distribution of the rock types within the Mineral Reserves are:
-
Tonalite: 46%
-
Rhyolite: 34%
-
Porphyry: 14%
-
Supergene: 6%
Although these zones have differing rock types and mineralogical makeup, the metallurgical responses observed are similar, although minor changes in throughput and metal recovery are expected due to the natural variation in the composition of the ore. Ore hardness for the different zones has been considered when evaluating throughput, allowing for marginal increases in throughput when softer supergene and porphyry material are processed. Copper-bearing minerals within the Josemaria deposit include chalcopyrite, chalcocite and covellite.
There is a positive correlation between copper recoveries and copper head grades throughout the deposit. Average copper recoveries are expected to be 85% over the life of mine. Similarly, gold recovery is also shown to be strongly dependent on gold head grades and gold recovery is expected to be 63% over the life of mine.
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Silver recoveries were found to be consistent and will be 72% over the life of mine. Testwork resulted in an average copper concentrate grade of 27%.
The Company is currently undertaking a large metallurgical variability testwork program assessing the metallurgical response of 200 discreet samples of varying characteristics selected to geospatially cover the deposit. The results of this program will be summarized in the updated technical report and any impact shown will be observed in project economics.
viii. Mineral Resource and Mineral Reserve Estimates
The Mineral Resource estimate was prepared based on wireframe models of lithology, alteration and mineralization used for control in the grade estimation process. Mineralization was used to control modelling of all variables except arsenic, for which grade interpolation was based on the alteration model.
A total of 156 holes (114 core and 42 RC) were used for grade estimation. Grades were estimated for copper, gold, silver, molybdenum, arsenic, iron and sulphur. The first three of these are reported in the Mineral Resource estimate; the others were used in other aspects of project study and design. Assays for the revenue metals were capped prior to compositing in a conventional manner, based on the examination of histograms and probability plots. Sample grades were composited to a down-hole length of 2 m as 87% of assay intervals are 2 m in length and another 12% are 1 m in length.
Following variography analysis, grades for all elements were estimated by ordinary kriging into blocks with dimensions of 25 m x 25 m x 15 m (X/Y/Z) using both soft and hard boundaries, depending on geological domain. Density values were estimated by inverse distance squared weighting using the mineralization model for geologic control.
Based on current metallurgical testwork, the deposit/resource is divided into oxide and sulphide portions. The sulphide Mineral Resource is tabled based on a copper equivalent cut-off calculated by using the recoveries of copper, gold and silver that were used in the pit optimization and mine design process. The surficial oxide Mineral Resource is tabled by gold cut-off grade as gold is the primary economic metal within the oxide envelope. Engineering studies, in support of the Mineral Reserve estimate, also generated an optimized, conceptual pit shell based on Measured, Indicated and Inferred blocks in order to constrain the Mineral Resource for reasonable prospects of eventual economic extraction. That shell has been used as the basis of the Mineral Resource estimates.
Details of the current Mineral Resource and Mineral Reserve estimates for the Josemaria Project are included in Schedule A, attached to this AIF.
ix. Mining Operations
The Josemaria Report indicates that the Josemaria Project is to be developed as a large-scale open pit mining operation. Over one billion tonnes of ore will be mined at average diluted head grades of 0.30% Cu, 0.22 g/t Au and a strip ratio of 0.98 over a 19-year mine life. Due to the continuous nature of the deposit and the low-grade mineralization that exists along much of the reserve boundary, the impact of both dilution and ore loss will be minimal to project economics.
Mining will occur with 15 m benches (often double benching) with average slope angles ranging from 37 to 43 degrees. Shallowest overall slope angles are in the north of the pit where there is a zone of lower rock mass strength at depth, requiring an angle of 34 degrees in that specific zone. Large electrically powered hydraulic shovels will be used in combination with ultra-class 360-tonne haul trucks. To maximize productivity, efficiency and safety in a high-altitude environment, haul trucks will be autonomously operated and drill functions will be autonomously operated as much as possible.
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x. Processing and Recovery Operations
The Josemaria process facilities are designed for a throughput rate of 150,000 tpd of tonalite material. Tonalite is the hardest of the different feed types for impact breakage in the SAG mills. Facilities on site include crushing, grinding, flotation, concentrate and tailings thickening, concentrate filtration, storage and loadout.
Run-of-mine material will be delivered from the open pit to two gyratory crushers with crushed ore transported via an overland conveyor to a coarse ore stockpile. Material will be reclaimed from the coarse ore stockpile and conveyed to three SAG mill/ball mill circuits, which will grind the material prior to flotation. Ball mill cyclone overflow or feed to the copper flotation process will have a P80 value of approximately 160 µm. Conventional copper rougher flotation, followed by concentrate re-grinding and copper cleaner flotation, will result in the production of a copper concentrate with a copper grade of 25% to 32% copper. The final concentrate will be thickened and filtered, ready for shipment.
Bulk tailings will be segregated in the process to form two tailings streams; low sulphur rougher tailings and higher sulphur cleaner tailings. The tailings streams are segregated to assist with the management of potentially acid generating (PAG) material using a Best Management Practice approach. Thickened slurry tailings will be discharged in the tailings facility located to the south of the process plant. Approximately one billion tonnes of thickened slurry tailings will be discharged over the life of the project within the tailings facility. The tailings facility impoundment requires three dams that will be constructed continuously throughout the mine life to contain the tailings.
All mine contact water, which includes runoff from the plant site, tailings facility contributing catchment, waste rock storage facility, tailings beaches, tailings slurry water, open pit mine dewatering flows and groundwater accumulating in the tailings facility will be collected, stored and managed within the project area. Seepage collected in collection ponds located downstream of the Main and South Dams will be returned to the tailings pond for reuse in processing. Contact water will not be discharged from the project site. Where it is physically practical, diversion ditches will be installed around the plant site, waste storage facilities, open pit, and tailings facility to convey non-contact freshwater around these disturbed areas. Water that accumulates on project infrastructure will be collected and diverted to the tailings facility for reuse in processing. No water that could have an adverse environmental impact will be discharged.
The most recent Independent Tailings Review Board site visit and review of the proposed tailings facility design was completed in April 2022, with a subsequent Independent Tailings Review Board meeting in October 2022. The recommendations of the Independent Tailings Review Board have resulted in some design changes to further enhance safety factors and long-term stability consistent with the Company’s commitment to GISTM, which changes will be reflected in the updated technical report expected to be published in the second half of 2023.
xi. Infrastructure, Permitting and Compliance Activities
As detailed in the Josemaria Report, infrastructure for Josemaria has been separated into two main components: on-site and off-site.
On-Site Infrastructure
On-site infrastructure includes the road network, processing plant, mine support facilities, power and water supply and distribution, and water and sewage treatment facilities.
Groundwater will be the primary source of freshwater supply to the plant site and ancillary facilities. Groundwater will be collected and pumped from two wellfields approximately 20-30 km from the plant site freshwater storage pond. In addition to the freshwater supply, process water will be recycled from the tailings impoundment. In 2022, the Company commenced additional water balance studies in the area of the two wellfields and other area aquifers to ensure long-term impacts are well understood and adequate long-term water supply was available for various prediction scenarios.
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Power from the incoming high-voltage transmission line from the town of Rodeo will be fed to the primary substation where transformers will lower the voltage for on-site distribution. Load centres will further lower the voltage to feed the equipment busses.
The primary mine service facilities will consist of the following:
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Mine truck shop
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Warehouse and tool area
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Tire shop
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Truck wash
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Fuel storage
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Waste management facility
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Septic tank
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Water treatment facility
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Administrative complex (including dining, changing and emergency response facilities)
Off-Site Infrastructure
Off-site infrastructure includes the North Corridor access road, a high-voltage power line to the site, and the concentrate transport facilities.
The North Corridor access road will be gravel surfaced, two-lanes and approximately 244 km long. Secured entrance to the road will be located near the town of Rodeo. Construction of the road will be staged to support early works and will continue over the duration of the project. The road will be able to accommodate oversized loads during construction, concentrate transportation and other traffic during operation.
The single-circuit high-voltage transmission line will follow the North Corridor access road. The road and power line will remain wholly in the province of San Juan. Power supply will be from a substation, located near the town of Rodeo, which will be upgraded as part of the project and connected to a new substation approximately 90 km from the site.
Copper concentrate will be transported in bulk by road to a road-to-rail intermodal facility to be located near San Juan, where it will be transferred to rail for transport to the Terminal Puerto Rosario where it will be exported to international smelters.
Permitting and Compliance
Surface exploration work in the Josemaria area is permitted under a Declaración de Impacto Ambiental (“ Josemaria Exploration DIA ”). The original Josemaria Exploration DIA application was submitted on November 10, 2006 and was granted on November 16, 2010 under Resolution 287-SEM-2010. The last update of the Josemaria Exploration DIA activities was granted on December 12, 2021 under Resolution 913-MM-2021.
On April 11, 2022, the Mining Authority of the Province of San Juan approved the DIA for the Josemaria Project (the “ Josemaria Exploitation DIA ”), marking a significant milestone in the project’s permitting process. The Josemaria Exploitation DIA included approximately 123 requirements, including several that would adversely affect the project economics and cost/schedule, such as a 1.5% gross revenue infrastructure fund and very high levels of local employment and local supply procurement. The Company appealed certain requirements (29) in mid-2022 and remains in discussions with the Government of the Province of San Juan on the interpretation and application of these conditions. The Josemaria Project team is working with the national and provincial authorities to progress the project through the next stages of development, including securing additional sectoral permits.
The Josemaria Project team has developed an environmental and social baseline, which details the anticipated project impacts in the Province of San Juan and that baseline forms the basis of the EIR committed to the Josemaria Exploitation DIA. The environmental baseline has characterized the physico-chemical aspects of the
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project area, including water quality and quantity, geochemistry, and climate. Flora and fauna studies have identified species and their habitat that will require mitigation.
The socio-economic studies indicate that there are no communities or landowners proximate to the mining area, and that the project is generally well received by communities located along the transportation route. No registered indigenous peoples have been identified within the zone of influence of the project. In 2022, a rock glacier located in the Josemaria Project area was listed in the national registry. Further analysis is being undertaken to assess and confirm the rock glacier’s qualities to ensure planned project development activities accord with Argentine law and regulation concerning glacier protection. While the presence of the rock glacier may require some project modifications, the Company does not anticipate that this development will have a material impact on the Company’s ability to extract the Mineral Resources of the Josemaria Project.
Closure and reclamation activities are not covered by the Josemaria Exploitation DIA but are expected to adhere to the stricter of local regulatory standards and international standards for large mining projects. Closure must be covered by submission of a new EIR, or an update/amendment to an existing approved EIR. The document must include details of the proposed environmental rehabilitation, reclamation or adjustment activities, and discuss how post-closure environmental impacts will be avoided. This future closure EIR must include data on post-closure monitoring, but current regulatory requirements do not entail submission of formal closure plans. The Company is in the process of preparing conceptual closure and reclamation plans and anticipates filing these at a future date as part of an update to the Josemaria Exploitation DIA.
xii. Capital and Operating Costs
The project’s estimated operating costs for the LOM are summarized in the Josemaria Report. These costs reflect the mine production plans, metal recoveries and processing. All costs in the Josemaria Report were expressed in Q4 2019 US dollars with no allowance for escalation, and costs for concentrate freight or smelter charges and fees, royalties or sustaining capital are not included in the estimated operating costs.
Since the acquisition of the Josemaria Project on April 28, 2022, the Company has been completing study work, including updating of cost estimates to be reflective of current conditions and the evaluating potential scope changes compared to plans envisaged in the Josemaria Report. While that work is ongoing, it is anticipated that the breakdown of operating costs will generally follow the relative percentage weighting contemplated in the Josemaria Report, with process and infrastructure costs representing approximately 50% of total operating costs, mining costs representing approximately 40% of total operating costs and the balance composed of TSF and freshwater costs or general administrative and other costs.
Subsequent to the acquisition of Josemaria Resources in April 2022, the Company has undertaken work to assess the capital cost estimates and advance engineering to optimize the mine design and processing facilities, which work is ongoing as of the date of this AIF. In addition, the Josemaria Project is working towards establishing a baseline capital cost estimate and project execution schedule. Both work streams are expected to be completed in the second half of 2023 and will form the basis of an updated technical report.
When the Company completed the acquisition of the Josemaria Project on April 28, 2022, it advised the market that, while additional study work was required and had not yet concluded, the Company expected the initial capital expenditure estimate of the project to be greater than $4 billion. From the date of acquisition of the Josemaria Project (April 28, 2022) to December 31, 2022, total capital expenditure was $171 million. On January 12, 2023, the Company publicly disclosed that it anticipated 2023 capital expenditures on the Josemaria Project would be an additional $400 million in support of advancing the project prior to a potential construction decision and would include continuation of detailed engineering, procurement of long-lead equipment, and preconstruction activities such as road upgrades and geotechnical work. An updated initial capital cost estimate and project schedule review are progressing well, and an updated Technical Report is ontrack for publication in the second half of 2023.
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xiii. Exploration, Development and Production
In 2023, exploration priorities will include surface and airborne geophysics surveys with a drill program in the region should anomalies be identified, with a focus on the Portones target pending receipt of drill permits.
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E. Neves-Corvo Mine
All summaries and references to the Neves-Corvo Report are qualified in their entirety by reference to the complete text of the Neves-Corvo Report, which is available under the Company’s profile on SEDAR at www.sedar.com. Except as where stated otherwise, the information below is stated as of the effective date of the Neves-Corvo Report.
i. Project Description, Location and Access
The Neves-Corvo Mine is situated in the Alentejo Region of southern Portugal. The cities of Faro and Lisbon are located approximately 80 km to the south and 200 km to the northwest, respectively. The operation includes: the Neves-Corvo underground mine, mineral processing facilities and associated facilities at the mine site; private harbour and loading facility at Setúbal; sand extraction facilities at Alcácer do Sal and a Lisbon office.
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The Neves-Corvo Mine is connected to the national road network and is approximately a one- hour drive from Faro to the south or one-and-a-half hours from Lisbon to the northwest. The A2 highway is located within 25 km of the mine site and is accessed by a paved road. In addition, the mine has a dedicated railhead to the Portuguese rail network and the port of Setúbal where the mine has a private harbour facility for concentrate shipments. The nearest international airports are located in Faro and Lisbon.
There are no major centres of population close to the mine, although small villages with populations numbered in the hundreds located close to the mining concession. Most employees travel to the mine by Company-provided buses or private cars.
The mining operation is contained within a mining concession contract between the Portuguese government and SOMINCOR that, as of July 1, 2014, covers an area of 28.9 km[2] and is located in the parishes of Santa Bárbara de Padrões and Union parishes of Almodôvar and Graça dos Padrões, counties of Castro Verde and Almodôvar, district of Beja. The concession comprises the Neves-Corvo area (Area A) with 13.5 km[2] and Area B (which includes the Semblana deposit) with 15.4 km[2] . The concession provides the rights to exploit the Neves-Corvo deposits for
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copper, zinc, lead, silver, gold, tin and cobalt for an initial period of fifty years (until November 23, 2044) with two further extensions of twenty years each. The mining concession provides sufficient surface rights to accommodate the existing mine infrastructure and allow expansion if required.
The current exploration concession originally granted to SOMINCOR on June 28, 2018 covers an area of 105 km[2] surrounding the combined Neves-Corvo mining concession and exploration targets in the counties of Castro Verde, Almodôvar and Mértola district of Beja. The exploration concession is valid until June 28, 2023.
Royalties for Area A of the mining concession are either a profit-related royalty of 10%, or a revenue-based royalty of 1% (at the government’s discretion). Royalties on Area B (which includes the Semblana deposit) are a 4% revenue-based royalty for copper and associated payable metals, 3.5% for zinc and associated payable metals and for any other metals. The royalty payments due by SOMINCOR may be reduced by between 2% and 6% of SOMINCOR expenditure on mining related research, social, environmental or archaeological projects and the granting of scholarships.
ii. History
The Neves-Corvo ore bodies were discovered in 1977. SOMINCOR was established to exploit the deposit and by 1983, the Corvo, Graça, Neves and Zambujal sulfide deposits had been partially outlined, covering an area of approximately 1.5 km by 2 km. Rio Tinto became involved in the project in 1985, effectively forming a 49%/51% joint venture with EDM. The project was reappraised with eventual first production commencing from the Upper Corvo and Graça orebodies in January 1989.
During the development of the mine, high-grade tin ores were discovered, associated with the copper mineralization, which led to the rapid construction of a tin plant that was commissioned in 1990.
The railway link between Neves-Corvo and Setúbal was constructed between 1990 and 1992 for the shipment of concentrates and the hauling of sand for backfill on the return journey. This was followed between 1992 and 1994 by a major mine deepening exercise to access the Lower Corvo orebody through the installation of an inclined conveyor ramp linking the 700 and 550 levels.
In June 2004, EuroZinc acquired a 100% interest in SOMINCOR for consideration of approximately €128 million. In October 2006, Lundin Mining acquired EuroZinc.
In January 2005 an agreement was signed between SOMINCOR and EDM whereby EDM retained the right to acquire up to 15% in mining projects located in SOMINCOR exploration concessions (which included the Semblana deposit) outside the original mining concession Area A. In 2014, EDM exercised the right and in December 2021 SOMINCOR purchased the 15% interest for approximately $4 million plus contingent consideration.
In 2006, zinc production was commenced at Neves-Corvo with processing through the modified tin plant. In June 2007, Silverstone Resources Corporation (subsequently acquired by Wheaton Precious Metals Corp.) agreed to acquire 100% of the life-of-mine payable silver production from Neves-Corvo (Area A). Zinc production was temporarily suspended in November 2008 due to the low prevailing zinc price. In September 2009, the decision was made to expand the zinc plant to a nominal design capacity of 1.0 Mtpa of zinc ore in concentrate and first zinc production was achieved from the expanded plant in mid-2011.
In mid-2009, a copper tailings retreatment circuit was commissioned to recover both copper and zinc, and in late 2010, tailings disposal changed from subaqueous to paste methods at the Cerro do Lobo facility.
In October 2010, the copper rich Semblana deposit was discovered 1.3 km to the northeast of the Zambujal copper-zinc orebody within the Castro Verde exploration concession. In December 2011, following extensive diamond drilling, an initial Inferred Mineral Resource estimate was published, which was further updated in September 2012.
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An updated Feasibility Study examining an expansion of the zinc operations was completed in 2015 and subsequently amended in early 2017, and the project was approved in May 2017. The Zinc Expansion Project (or ZEP) contemplates increasing zinc ore mining and processing capacity from 1.15 to 2.5 Mtpa generating an average of 150,000 tpa of zinc in concentrate over 10 years. Approval of the ZEP EIA was granted in July 2017, with engineering and underground work commencing thereafter. Construction activities of ZEP were temporarily suspended in March 2020 as a result of the COVID-19 pandemic and were restarted in January 2021. ZEP infrastructure was substantially completed by Q1 2022 by the commissioning of the material handling system and processing plant upgrade. Following ramp-up and debottlenecking work in 2023, full production of zinc concentrates from the ZEP is planned for Q1 2024.
iii. Geological Setting, Mineralization and Deposit Types
Regional, Local and Property Geology
Neves-Corvo is located in the western part of the Iberian Pyrite Belt, which stretches through southern Spain into Portugal and which has historically hosted numerous major stratiform volcano-sedimentary massive sulfide deposits. The Iberian Pyrite Belt (“ IPB ”) formed within a basin located on the passive margin of the South Portuguese Zone (“ SPZ ”) that underwent northward oblique subduction and later obduction with the autochthonous Iberian Terrane (Ossa-Morena Zone) in the Upper Devonian. The oblique nature of the collision under a compressive sinistral transtensional regime promoted the development of pull-apart basins leading to the formation of a major volcanic belt, the IPB, within a highly compartmentalised sedimentary basin located on the outermost margin of the SPZ. To the north, the IPB is in contact with the Pulo do Lobo accretionary prism and ophiolites, while to the south the IPB is thrust over the Baixo Alentejo Flysch Group. The complex geological configuration of the IPB has been generated by intense folding, thrusting and faulting during the Variscan orogeny).
The Neves-Corvo stratigraphic sequence includes the PQ Group (a pre-orogenic sequence of shales and arenites (phyllites and quartzites)), the Volcano-Sedimentary Complex (“ VSC ”) (a heterogenous group of rocks that display rapid lateral and vertical facies change) and the Baixo Alentejo Flysch Group (a thick Upper Carboniferous succession of turbidites of argillite, siltstone and greywackes). The massive sulphides are located near the top of a dominantly volcanic sequence of the VSC, which consists of two chemically distinct intervals of felsic volcanics separated by shale units. A discontinuous black shale horizon is present immediately below the massive sulphide lenses.
The stratigraphy is affected by a complex structural setting resulting from a change in tectonic regime (extensional to compressive) during the Variscan orogeny. The whole geological assemblage has been folded into a gentle anticline, and is orientated northwest-southeast and plunges to the southeast. Neves-Corvo is located at the southeastern termination of this anticline and the mineralized zones are distributed on both limbs of the fold. All stratigraphic units have been affected by northwest trending and southwest verging folds with associated cleavage and low angle thrusting. The direction of tectonic transport of the thrusts is to the southwest and disrupts the stratigraphy, producing nappe package repetitions and thickening of the massive sulphides. Of these, the Neves-Corvo Main Thrust is the most significant and divides the VSC into an allochthonous upper sequence and an autochthonous lower sequence.
All geological units and Variscan structures, including thrusts, are affected by near-vertical, extensional, oblique strike-slip faults. The faults trend northeast to north-northwest and reflect a change from compressive to extensional tectonic regime associated with the late Variscan.
Mineralization
Seven massive sulfide mineralized zones have been defined at Neves-Corvo comprising Neves, Corvo, Graça, Zambujal, Lombador, Monte Branco and Semblana. The base metal grades are segregated by the strong metal zoning into copper, tin and zinc zones, as well as barren massive pyrite. The massive sulfide deposits are typically underlain by stockwork sulfide zones, which form an important part of the copper orebodies.
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The mineralized zones lie on both flanks of the Rośario-Neves-Corvo anticline. The mineralized zones of Neves, Corvo, Graça, Zambujal and Lombador are connected by thin massive sulfide “bridges” over the crest of the fold and are conformable with the stratigraphy. This has resulted in an almost continuous complex volume of mineralized rock showing a large range in both style of mineralization and geological structure.
The Corvo orebody lies between 230 m and 800 m below surface, dips to the northeast at between 10° and 40° and has a strike of approximately 600 m. The orebody attains a maximum thickness of 95 m and consists of a basal layer of copper ore up to 30 m thick, overlain by barren pyrite containing intermittent lenses of copper mineralization.
The Graça orebody is up to 80 m thick, extends for 700 m along strike, 500 m down dip and ranges in depth below surface from between 230 m and 450 m. The orebody is linked to Corvo by a bridge of thin continuous sulfide mineralization. As with Corvo, much of the copper ore occurs as a basal layer overlain by barren pyrite in which there are also intercalations of copper ore.
The Neves orebody consists of two lenses of mineralization, joined by a thin bridge, which dip north at 0-35°. The maximum true thickness is 55 m with a strike length of 1,200 m and 700 m down dip. The southern lens, Neves South, contains mostly of zinc ore with significant lead, silver and copper grades and minor barren pyrite, underlain by copper ore, which is locally tin-bearing.
The Zambujal orebody is located to the south of the Corvo orebody and is connected to Lower Corvo by a bridge of mineralization. The upper part of the orebody is found at 380 m below surface, has an average thickness of 55 m and includes massive zinc and copper zones and a significant underlying copper stockwork. The mineralization is found on two limbs of the anticline.
The Lombador orebody is the largest of the five massive sulfide deposits at Neves-Corvo situated on the northeastern flank of the anticline. It is located at a depth of 400 m at its western end and extends down to a depth of 1,200 m below surface. It dips to the northeast at approximately 35° but steepens at depth and has a shallow plunge to the northwest. The sulfide lens has dimensions of up to 70 m in thickness and extends for approximately 1,400 m down dip and at least 1,600 m along strike.
The Monte Branco deposit was discovered in 2011 from surface exploration drilling. The deposit is located approximately 1.2 km south of Semblana and to the west of the Cerro do Lobo tailings management facility. The deposit consists of six discontinuous lenses that have been strongly affected by tectonic shearing. Monte Branco covers approximately 250 m by 200 m in area and is found at depths of between 540 m and 700 m below surface. The deposit contains copper sulphide mineralization and includes both massive and stockwork types.
The Semblana orebody is almost flat and has a gentle dip (15-20°) to the north and is located at a depth of 790 m below surface. Most drill holes have intersected copper bearing stockwork mineralization, although several small zones of massive copper in lenses have also been identified. The massive copper zone measures approximately 150 m north to south and 100 m east to west, although it is open to the east and west. Stockwork occurs as one continuous zone measuring approximately 700 m north to south and 250 m east to west.
Deposit Types
The Neves-Corvo deposits are classified as volcanogenic massive sulphides (“ VMS ”). They are also known as volcanic-associated, volcanic-hosted, and volcano-sedimentary-hosted massive sulphide deposits. The deposits typically occur as lenses of polymetallic massive sulphides that formed at or near the seafloor in submarine volcanic environments, and are classified according to base metal content, gold content or host-rock lithology.
VMS deposits are found in submarine volcanic terranes that range in age from 3.4 Ga to actively forming deposits in modern seafloor environments. They formed from accumulations of focused discharges of hot metal-enriched fluids associated with seafloor hydrothermal convection, typically in extensional tectonic settings of active submarine volcanism, including rift spreading centres and island arc subduction zones. The massive sulphide
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lenses are commonly underlain by sulphide-silicate stockwork vein systems, although the stockwork systems may also extend into the hanging-wall strata above the massive sulphide lenses. The immediate host rocks can be either volcanic or sedimentary. The deposits are overlain by a repetition of volcanic-sedimentary and flysch units.
The long history of exploration within the IPB means that almost all outcropping and near surface massive sulphide deposits have been found and exploited. Current exploration within the IPB therefore focusses on the search for deeply buried massive sulphide deposits. Geophysical techniques including airborne magnetics, residual ground gravity survey, airborne gravity survey, ground electromagnetic (EM) survey, borehole electromagnetic survey and 2D or 3D seismic survey have been successful in discovering new massive sulphide deposits.
iv. Exploration
Exploration surrounding the Neves-Corvo Mine has focused on the search for further blind massive sulfide deposits.
The discoveries of Semblana in 2010 and Monte Branco in 2011 provide clear evidence that the immediate area surrounding Neves-Corvo remains underexplored and that the potential for new discoveries remains high. In addition, the discoveries highlighted the importance of multiple exploration techniques including: airborne magnetics, residual ground gravity, airborne gravity, ground and downhole electromagnetic (EM), and 3D seismic to guide exploration drilling, coupled with a high level of understanding of the structural geology.
In 2011, a high-resolution 3D seismic survey was conducted by HiSeis Pty Ltd over a 21 km[2] area surrounding the Neves-Corvo mine. The survey was highly effective in identifying the existing massive sulphide deposits of Lombador and Semblana, again, highlighting the importance of this exploration technique.
In 2017, a mineral inventory range analysis (MIRA) study was undertaken by the Company (and was updated in 2020). The aim of the MIRA was to provide a framework from which exploration targets could be identified and prioritized. Based on this, a significant increase in near mine and regional exploration was initiated by the Company.
In 2022, a further five-year strategy for exploration (2022 - 2026) was implemented by SOMINCOR. The key targets for drilling in 2022 were: Zambujal East Stockwork; re-assessment of Monte Branco (including condemnation drilling to support positioning of a potential ramp design); Semblana East and North; Lombador North Stockwork; and Cotovio and Guedelhinha areas (regional).
v. Drilling
Drilling is undertaken using both surface and underground drilling methods. Underground drilling is a continuous activity at Neves-Corvo and is used for exploration, upgrading of Mineral Resources, and defining mineralized contacts ahead of production. Surface drilling campaigns have been important over the years in stepping out beyond the limits of underground development to explore extensions to mineralization. Underground drilling is typically undertaken on 35 m or 17.5 m spacing, whereas surface drilling is typically undertaken on 70 m to 100 m spacing or greater. Infill drill sections are orientated along profiles at 57° and are orientated perpendicular to the general strike of the deposits. Production drilling is done in the best positioning possible to the ore orientation and is used to improve geological information for short term production plans.
All drill holes are downhole surveyed on roughly 30 m intervals. Since 2008, underground drill holes have been surveyed with Reflex Ez-Trac equipment. Surface holes are surveyed with the Reflex Easy Shot system, both travelling in and out of the hole.
In 2022, exploration drilling focused on extending near-mine mineralization and supporting the 5-year plan with 10,045 m drilled on the Zambujal East extension to Semblana, 7,110 m on the Monte Branco downdip extension,
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5,440 m on the Semblana East and North extensions, and 2,510 m on the Lombador North extension. Additionally, 4,341 m were completed on regional targets for a total of 29,450 m of exploration drilling in 2022.
In 2022, underground diamond drilling consisted of 853 production holes totaling 50,546 m and 58 geotechnical holes totaling 2,976 m, and 226 infill holes totaling 40,843 m, for a total of 94,365 m.
vi. Sampling, Analysis and Data Verification
Samples from face sampling and drill core are collected by SOMINCOR geological staff. Logging and sampling are undertaken at the on-site facility at Neves-Corvo or the exploration facility at Lombador. Sample cutting is undertaken at Lombador, and sample preparation and analysis are undertaken at the Neves-Corvo analytical laboratory. Sample preparation of drill core from the Semblana exploration drilling in 2010 to 2013 was undertaken at ALS laboratories, Seville with assaying by ALS, Vancouver.
Laboratory samples were historically analyzed using Atomic Absorption and X-Ray Fluorescence methods. Since April 2011 analysis by Inductive Coupled Plasma is also undertaken. Assay results based solely on the X-Ray Fluorescence analysis for Cu, Pb, Zn, S, Fe, As, Sn, Sb, Bi, Se and In are used for the purposes of Mineral Resource estimation.
Sample collection and transportation of drill core and face samples is undertaken by SOMINCOR Geology Department staff. Exploration core boxes are transported to the core logging facilities located at the Neves-Corvo mine site or the Lombador exploration facility. Once logging and sampling have been completed, core for archive storage is transferred to permanent storage facilities located at Neves-Corvo mine site or the Lombador exploration facility. The drill core boxes are covered, and the storage facilities are dry with internal lighting and metal shelving for storage. Pulp duplicate material is stored in the same facilities. To accommodate future drill core an additional storage facility is currently being prepared and is located adjacent to the existing facility at Neves-Corvo mine site. The Neves-Corvo Report authors consider the sample security and chain of custody procedures used by SOMINCOR to be of a high standard.
Analysis of exploration samples (except for the Semblana samples from 2010 to 2013) is undertaken at the NevesCorvo laboratory (ISO17025 accreditation). Sample flow through the laboratory is carefully monitored to ensure sample swapping does not occur. Equipment is calibrated using certified reference materials to ensure accuracy. Internal QA/QC procedures are undertaken by the laboratory. Repeat results are monitored and checks are made when results fall outside of the accepted repeatability ranges.
Data entry, validation, storage and database maintenance is carried out by SOMINCOR staff using established procedures. Data used for the Mineral Resource estimates include face samples and diamond core drilling (exploration and infill). All data are stored in a central SQL database located at the Neves-Corvo Mine offices. The SQL database has a series of automated validation tools during import and export for error identification. The quality of the assay data contained within the databases is monitored by SOMINCOR staff using established QA/QC procedures.
vii. Mineral Processing and Metallurgical Testing
Neves-Corvo maintains regular metallurgical testing programs that are incorporated with historical testing results and mill performance into statistical models to predict and improve the complex’s processing performance. Model outputs are mill throughput, grind requirements, metal recovery to concentrate, and final concentrate grade. Metallurgical tests are executed in a number of specialized in-house and commercial facilities. Testing includes milling work indices, mineralogy using optical QEMSCAN[TM] and MLA techniques and bench scale flotation testing that is correlated with industrial scale performance in order to predict mill throughput and metallurgical performance.
A comprehensive suite of metallurgical test work programs and studies were completed as a part of the ZEP Feasibility Study. These studies included mineralogical, comminution and flotation programs on representative
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samples obtained from drill core. These programs were carried out at SOMINCOR and third-party facilities demonstrating that acceptable zinc recoveries and concentrate specifications could be achieved from the proposed processing circuit.
viii. Mineral Resource and Mineral Reserve Estimates
Mineral Resources at Neves-Corvo are estimated using three-dimensional interpretation and modelling methods with calculations performed using specialized software Leapfrog® and Vulcan® 3D. Statistical and variographic analysis were undertaken using Supervisor® software. Data used in the Mineral Resource estimates were reviewed using Datamine® and Supervisor® software. The Ordinary Kriging method of interpolation is used to estimate metal grades and a multiple regression formula using the estimated sulfur and iron grades is used to estimate density.
Mineral Reserves are estimated by the Neves-Corvo Mine planning department primarily using Deswick software. Stoping volumes are cognizant of the method of access to allow for the cut-off grade boundary and include an allowance for planned and unplanned dilution and ore loss. An effective minimum mining width of 5 m is applied.
The Semblana Mineral Resource was modelled and estimated using Datamine® Studio software. Metal grades were estimated using Ordinary Kriging or inverse distance weighting. Bulk density was estimated using inverse distance weighting.
Factors which may affect the Mineral Resource and Mineral Reserve estimates include: dilution and mining recovery, metal prices, smelter, refining and shipping terms, metallurgical performance, geotechnical characteristics of the rock mass, capital and operating cost estimates, and the likelihood of obtaining land title, required permits and environmental, social and legal licenses. To the extent such factors are within the control of or capable of influence by the Company, these factors are managed through industry accepted practices and procedures and well as maintaining an engaged and constructive dialogue with the local communities and government authorities.
Details of the December 31, 2022 Mineral Resource and Mineral Reserve estimates for Neves-Corvo and Semblana are included in Schedule A, attached to this AIF.
ix. Mining Operations
Neves-Corvo is a major underground mine. The principal means of mine access are provided by one vertical 5 m diameter shaft and a ramp from surface. The shaft is used to hoist ore from the 700 m level with surface nominally at 1,220 m above datum, or 220 mamsl. A conveyor decline descends further from the 700 m level to the 550 m level to provide ore transport from deeper levels of the mine. The mine is highly mechanized, and a number of different stoping methods are employed, the most significant of which are bench-and-fill, uphole longhole stoping, and drift-and-fill. Backfill is provided by hydraulically placed sand, paste tailings and internally generated waste rock.
New mine infrastructure for ZEP includes a new crusher station on the 260 m level, a conveyor system connecting this crusher to the 700 m shaft hoisting facilities, an upgrade to the main hoisting shaft together with extensions to the mines ventilation, pumping and electrical distribution systems. Much of the zinc ore for the ZEP will be mined in deep areas of the Lombador orebody using primarily bench and fill mining methods, with limited amounts of drift and fill.
Neves-Corvo currently produces ore from five orebodies: Corvo, Lombador South & North, Graça, Neves South & North and Zambujal. Lombador is the largest orebody that contains more than 65% of the current Mineral Reserves, followed by Neves, Corvo, Zambujal and Graça. The smallest, Graça, will be mined out in 2028.
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x. Processing and Recovery Operations
The copper plant currently processes copper ores at a maximum operating capacity of 2.8 Mtpa. This plant comprises of a conventional crushing, rod and ball mill grinding circuits with flotation cells, concentrate thickening and dewatering. In mid-2009, modifications to the copper plant were completed to add a cleaning circuit (RC) which includes flotation and a finer regrind to recover additional copper and produce some zinc concentrate from the copper tailings stream.
The zinc plant has undergone a further expansion as part of the ZEP that will see its capacity more than double from its previous capacity of 1.15 Mtpa to a nominal capacity of 2.5 Mtpa by 2024. Modifications to the existing zinc plant brought on by ZEP include new coarse ore handling facilities, a grinding circuit including a new SAG mill with a reconfigured existing Vertimill used as the secondary mill, expanded flotation capacity, thickening and filtration capacity for lead and zinc concentrates, and associated expansions and upgrades to ancillary services such as water, tailings handling, tailings cycloning for paste fill preparation and electric power.
Copper and zinc concentrates are transported in SOMINCOR owned containers by rail to a dedicated port facility at Setúbal, Portugal, from where they are shipped to smelter customers. Lead concentrate is containerized and trucked or transported by rail to intermodal ports for overseas shipment.
The tailings disposal methodology was changed from subaqueous to sub-aerial paste deposition during 2010 following approval by the Portuguese authorities. Tailings are thickened and pumped from a facility located at the Cerro do Lobo tailings impoundment, 3 km from the mine site.
Copper, zinc and lead concentrates from the mine are sold to a variety of smelter customers that are primarily located in Europe. Multi-year sales contracts are normally agreed upon with these customers for the majority of the production volumes. Treatment, refining and penalty charges are typical of those for copper, zinc and lead sulfide concentrates.
xi. Infrastructure, Permitting and Compliance Activities
The Neves-Corvo Mine is in an area of southern Portugal that is easily accessible via a dedicated railhead to the mine site, excellent roads, a major highway within 25 km, and an international airport at Faro, approximately 80 km to the south.
The Neves-Corvo Mine is connected to the national grid by a single 150 kV, 50 MVA rated, overhead power line that is approximately 22.5 km in length.
Fresh water is supplied to the mine via a 400 mm diameter pipeline from the Santa Clara reservoir, located approximately 40 km west of the mine. Supply capacity is 600 m[3] /hour and storage facilities close to the mine hold 30 days’ supply requirements. The total water requirement for the mine and plant is estimated at approximately 100 m[3] /hour, on average, with up to 95% of the volume being reused.
Neves-Corvo operates under an Integrated Pollution Prevention and Control License that was granted in 2008 by the Portuguese Environmental Agency ( Agência Portuguesa do Ambiente ) and subsequently integrated into the TUA (Título Único Ambiental) with a current validity until May 2025. The license includes conditions covering environmental management systems, tailings and waste rock disposal, water and energy consumption, emissions to the atmosphere, emissions to water courses and water treatment, noise, industrial waste disposal, seismic events, emergency and closure planning.
Key environmental issues being managed by the mine include the acid-generating potential of the ore and waste rocks; the proximity of the Oeiras River to the mine site; the presence of an area groundwater system that is part of a significant aquifer, connecting to local water supplies and the Oeiras River; water management (both supply and disposal and treatment) and the dispersal of dust and noise from the mine site. To support effective
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environmental management, Neves-Corvo is progressing various environmental studies, including a site-wide hydrogeological investigation.
Thickened tailings technology was adopted in late 2010 ahead of the Cerro da Lobo tailings facility capacity limit for subaqueous tailings disposal. Thickened tailings are tailings that have been further dewatered than conventional slurry, enabling them to be stacked. As there is less water in the thickened tailings, there is a reduced ability for them to flow. The deposition layout further changed in 2015 with the completion of Cerro da Mina water storage facility and since then, sub-aerial deposition of thickened tailings has continued on top of the existing tailings facility, within the tailings basin, with the tailings retained by peripheral berms constructed of mine waste rock. The rockfill perimetral tailings facility embankments contain an internal drainage system that has been designed to capture seepage water from the tailings facility. Comprehensive, routine monitoring and management of the tailings deposition process, tailings pore water pressure, and structural and hydraulic stability of the tailings perimeter impoundments all contribute to managing the risk associated with acid rock drainage.
The tailings facility is operated in accordance with the European Union legislation on extractive waste (Directive 2006/21/EC), the International Commission on Large Dams (ICOLD) and Portuguese national legislation. The tailings facility includes one main embankment, seven perimeter or secondary embankments, and six internal upstream thickened tailings discharge rockfill berms. The main and perimeter tailings embankments of the tailings facility were constructed as water-retaining structures to allow subaqueous tailings deposition for acid rock drainage management. All tailings embankment lifts used downstream construction methods, and the current main embankment height is approximately 42 m. The Neves-Corvo Mine places approximately 40-50% of its tailings back underground as paste and hydraulic backfill to support worked-out areas of the mine, thereby reducing the volume of tailings to be stored on surface. The remainder of Neves-Corvo Mine tailings are co-disposed with mine waste rock at surface in the tailings facility.
Expansion of the paste tailings thickening plant and distribution facilities to accommodate the additional tailings from the expanded zinc processing plant, along with provision for additional process reclaim water pumping capability were completed in late 2021. In 2021, SOMINCOR received approval to expand the footprint of the Cerro do Lobo tailings facility to allow for sufficient additional tailings storage capacity through 2035, at ZEP production rates. Construction of the expanded footprint will continue during 2023, while additional lifts to the expanded facility will be constructed in accordance with the mine plan in the ordinary course.
The most recent Independent Tailings Review Board site visit was completed in October 2022.
The Neves-Corvo mine operates under an overarching environmental licensing framework, the TUA, which integrates various other environmental licenses required for specific aspects of the operation (such as EIA, water, waste management etc.). The TUA was originally issued in 2017 and was updated in 2019 (to incorporate the ZEP) and 2020 (to incorporate the tailings facility expansion). The industrial license was further updated in April 2022 to expand the production volume allowance in connection with the ZEP. An additional TUA update is currently under review to (i) increase tailings disposal capacity to align with SOMINCOR’s TSF expansion project; (ii) increase hoisting capacity in the Santa Bárbara shaft to 6 Mtpa; and (iii) formalize the increased copper processing plant capacity to 2.8 Mtpa.
The social performance team engages with all stakeholders, primarily in the communities nearest the mine, namely Castro Verde, Almodôvar, Aljustrel, Mértola and Ourique. Engagement occurs throughout the year and is focused on managing social impacts, risks and opportunities specific to each community. The team bases their activities on a 5-year social performance strategic plan and systems which reflect best practice and international standards in stakeholder engagement, grievance procedures, risk management and community investment.
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xii. Capital and Operating Costs
As reported in the Company’s MD&A for the year ended December 31, 2022, Neves-Corvo’s annual production cost and Cash Cost are presented below. In addition, Neves-Corvo’s actual Cash Costs and Cash Costs per pound of copper for 2022 and guidance for 2023 is presented below.
| Neves-Corvo | 2022 Actual | 2023 Guidance |
|---|---|---|
| Annual production cost | $329M | -- |
| Cash Cost(1) | $158M | $180M |
| Cash Costperpound of copper(1)($/lb Cu) | $2.27 | $2.10-2.30 |
(1) Cash Cost and Cash Cost per pound of copper are non-GAAP measures. For a description and reconciliation of non-GAAP measures, please refer to “Non-GAAP and Other Performance Measures” in Lundin Mining’s MD&A for the year ended December 31, 2022, which section is incorporated by reference herein and is available on SEDAR under the Company’s profile at www.sedar.com.
(2) Guidance Cash Cost is based on various assumptions and estimates, including but not limited to: production volumes, commodity prices (Cu: $3.75/lb, Zn: $1.30/lb, Pb: $0.90/lb), foreign exchange rates (€/USD:1.00), and operating costs.
As reported in the Company’s MD&A for the year ended December 31, 2022, total capital cost estimates for NevesCorvo for 2023 are $130 million, a breakdown of which is tabulated below. Approximately $50 million is forecast for underground mine development, including infill drilling, $60 million for projects to enable ZEP to consistently achieve nameplate capacity, and $10 million for mine and mobile equipment. Projects to enable ZEP to consistently achieve its 2.5 Mtpa processing capacity include a new vent raise and chiller to increase capacity of the ventilation system, installation of a redundant SAG feeder, expansion of the TSF, and process water treatment plant expansion.
| Neves-Corvo Capital Cost Estimates | Unit | 2023 Guidance |
|---|---|---|
| Underground mine development | $M | 50 |
| ZEP debottlenecking | $M | 60 |
| Mine and mobile equipment | $M | 10 |
| Other Sustaining | $M | 10 |
| Total | $M | 130 |
xiii. Exploration, Development, and Production
The 2023 surface exploration program includes a combined total of 23,700 m of drilling, primarily focused on near-mine expansion around Semblana and Lombador North. Planned exploration expenditure in 2023 is approximately $7.4 million.
In 2022, Neves-Corvo produced 31,906 tonnes of copper in concentrate and 82,435 tonnes of zinc in concentrate. As reported in the Company’s MD&A for the year ended December 31, 2022, production guidance for 2023 is as tabulated below.
| Neves-Corvo | Unit | 2023 Guidance |
|---|---|---|
| Copper production | ‘000 Tonnes | 33-38 |
| Zincproduction | ‘000 Tonnes | 100-110 |
The current copper and zinc Mineral Reserves at Neves-Corvo will support a LOM of approximately 10 years with copper production, based on current Mineral Reserves estimates, decreasing in the final years.
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F. Other Properties
i. Zinkgruvan Mine
The Zinkgruvan Mine is located in south central Sweden and is owned and operated by ZMAB which is a 100% indirect subsidiary of Lundin Mining. The mine site is approximately 15 km from the town of Askersund and comprises a deep underground mine, a processing plant and associated infrastructure and tailings disposal facilities. Concentrates are trucked from the mine to the inland port of Otterbäcken on Lake Vänern from where they are shipped via canal and sea to European smelter customers.
The mining operations are contained within two mining concessions that are being actively exploited (Zinkgruvan and Klara) and two other mining concessions, one of which (Dalby) is the subject of further exploration, permitting and development activities and the other (Marketorp) has no material ongoing development or exploration. In addition, the mine currently holds eight exploration concessions in the area totaling 15,500 ha with a variety of expiry dates. The Zinkgruvan Mine owns sufficient freehold surface land to accommodate the existing and planned mine infrastructure.
The mine’s total permitted production capacity is 1.6 Mtpa, regardless of ore type. Zinc/lead ore is milled in two single stage closed-circuit autogenous grinding mills. A bulk flotation stage is followed by lead-zinc separation in the cleaner flotation section to produce separate zinc and lead concentrates. The concentrates are thickened and filtered and then stockpiled under cover. Over the last five calendar years, metallurgical recoveries average approximately 90% for zinc and 80% for lead. Tailings are pumped some 4 km to a dedicated tailings impoundment from which decant water is returned to the process. Copper ore is processed through a separate copper treatment line. This line can treat zinc-lead ore as well as copper ore. Over the last five calendar years, metallurgical recoveries of copper average 88%. Zinc, lead and copper concentrates from the mine are sold to a variety of European smelters. Multi-year sales contracts are normally agreed upon with customers and treatment, refining and penalty charges are typical of those for zinc, lead and copper sulfide concentrates. The lead concentrates are particularly high-grade and contain elevated levels of silver.
At Zinkgruvan, the active Enemossen East and inactive Enemossen tailings facilities are located approximately four kilometres south of the mine. The active Enemossen East tailings facility has two main embankments that follow a hybrid combination of centerline followed by downstream construction raises. All future raises are designed and planned to follow the downstream construction methodology. The inactive Enemossen tailings facility reached its capacity in 2017. Typically, between 25% and 35% of the tailings produced at Zinkgruvan are used as paste backfill material in the underground mine, thereby reducing the quantity of tailings to be deposited in the surface facility. An external Engineer of Record for the tailings facilities conducts inspections quarterly and reviews monitoring data monthly. The most recent Independent Tailings Review Board site visit was completed in October 2022.
Zinkgruvan Mine operates under an environmental license that was issued in 2015. The license includes conditions covering production levels, tailings disposal, hazardous materials, process chemicals, water recirculation, noise levels, blast-induced vibrations, waste handling, energy use and closure planning. The license has temporary limits for water discharge, which limits will be made permanent following submission of additional studies to and approval by the Environmental Court. In 2022, temporary license conditions on noise and vibration were finalized and certain additional permits were issued, including to increase mining/milling rates to 1.6 Mtpa, mining within the Dalby concession and to allow additional above ground ore storage. The MCP is updated periodically, and the most recent revision was approved by the authorities in April 2021.
Details of the December 31, 2022 Mineral Resource and Mineral Reserve estimates for Zinkgruvan are included in Schedule A, attached to this AIF.
In 2022, exploration drilling at Zinkgruvan focused on near-mine expansion along known mineralized trends. A total of 16,475 m was drilled in 2022, including 1,625 m drilled on regional targets within economic trucking distance. Infill and resource conversion drilling focused on supporting near-term mine planning with 16,558 m
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drilled at Nygruvan, 12,870 m drilled at Dalby, 9,295 m drilled at Western Fields, 10,552 m drilled at Burkland and 529 m drilled at Copper area.
In 2022, Zinkgruvan produced 76,503 tonnes of zinc, 30,517 tonnes of lead and 4,077 tonnes of copper in concentrate. As reported in the Company’s MD&A for the year ended December 31, 2022, production guidance for 2023 is as tabulated below.
| Zinkgruvan | Unit | 2023 Guidance |
|---|---|---|
| Zinc production | ‘000 Tonnes | 80-85 |
| Copperproduction | ‘000 Tonnes | 3-4 |
As reported in the Company’s MD&A for the year ended December 31, 2022, Zinkgruvan’s annual production cost is presented below. In addition, Zinkgruvan’s actual Cash Costs and Cash Costs per pound for 2022 and guidance for 2023 is presented below.
| Zinkgruvan | 2022 Actual | 2023 Guidance |
|---|---|---|
| Annual production cost | $116M | -- |
| Cash Cost(1) | $46M | $90M |
| Cash Costperpound of zinc(1)($/lb Zn) | $0.32 | $0.60-0.65 |
(1) Cash Cost and Cash Cost per pound of zinc are non-GAAP measures. For a description and reconciliation of non-GAAP measures, please refer to “Non-GAAP and Other Performance Measures” in Lundin Mining’s MD&A for the year ended December 31, 2022, which section is incorporated by reference herein and is available on SEDAR under the Company’s profile at www.sedar.com.
(2) Guidance Cash Cost is based on various assumptions and estimates, including but not limited to: production volumes, commodity prices (Pb: $0.90/lb, Zn: $1.30/lb, Cu: $3.75/lb), foreign exchange rates (USD/SEK:10.50), and operating costs.
As reported in the Company’s MD&A for the year ended December 31, 2022, total capital cost estimates for Zinkgruvan for 2023 are $70 million, a breakdown of which is tabulated below. Expected capital expenditure for mine development, including development of the Dalby orebody, is approximately $35 million and the remainder for the sequential flotation project, TSF works, reduced emissions and energy saving programs and other improvement initiatives.
| Zinkgruvan Capital Cost Estimates | Unit | 2023 Guidance |
|---|---|---|
| Underground development | $M | 35 |
| Other sustaining | $M | 35 |
| Total sustaining | $M | 70 |
The total planned exploration expenditure in 2023 is approximately $6.3 million. The 2023 exploration program includes a combined total of 32,500 m of drilling. The primary focus is 22,000 m on near-mine expansion around Dalby, Nygruvan, and Western Field. Stage-gated regional drilling is guided at 10,500 m on targets within economic trucking distance.
The current zinc/lead and copper Mineral Reserve estimates at Zinkgruvan are able to support a LOM in excess of approximately 10 years.
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ii. Saúva
Saúva is a copper-gold mineralized system located within an exploration concession owned by the Company approximately 15 km north of the Chapada Mine, in the State of Goiás, Brazil. Initial drilling during the third quarter of 2021 was designed to test for the source of a strong soil copper anomaly (>1,000 ppm Cu) that was located along strike from the previously identified Formiga prospect. The first two drill holes at Saúva confirmed the presence of shallow high-grade copper-gold mineralization, which has become the Saúva prospect discovery.
In 2022, an extensive exploration drilling campaign was conducted with five drill rigs to better define the potential size of the discovery. As of December 31, 2022, 139 drill holes totaling 49,330 m had been completed, with a focus on extending the Saúva mineralization and testing opportunities across the Saúva District. In addition, preliminary work in connection with an EIA at Saúva has commenced in 2022.
The 2023 surface exploration program will primarily focus on the step-out extensions of Saúva mineralization, with 43,606 m drilling planned and expenditure of approximately $3.4 million.
Mineralization at Saúva is comprised of disseminated and vein-hosted bornite and chalcopyrite hosted by biotitic and quartz-feldspar altered rocks. The highest grading mineralization is associated with bornite greater than chalcopyrite, or chalcopyrite greater than bornite sulfide zones. Low grading mineralization is associated with chalcopyrite and pyrite + chalcopyrite sulfide zones. The hydrothermal alteration zone is currently interpreted to generally follow a northeast trend, but individual high-grade orientations vary and detailed modeling remains in progress.
The drill holes were collared at HQ diameter from soil to altered rock and changed to NQ when fresh rock was encountered. The drill rods were three metres long and the wireline core drilling method was employed. The majority of holes were drilled at an azimuth of 120° and a 70° dip, perpendicular to interpreted strike of the mineralized horizon. However, some holes were drilled at other orientations where ideal surface access was not possible at the time. Downhole surveys were taken by the drilling contractor upon completion of the drill hole. All drill holes were surveyed every 3 m downhole using a Reflex GYRO SPRINT-IQ™ electronic surveying instrument. Generally, the deviation was below 5%, and no significant deviation issues were found to date. Collar surveys were taken by GPS with CenterPoint RTX in UTM coordinates, SAD 69 Brazil datum, 22 South Zone. Drill hole collars were cased and protected at the surface with a cement block affixed with a metal tag stamped with the drill hole number, final depth, inclination, azimuth, and start and finish dates.
All assay results from drilling have been independently monitored through a QA/QC program, including the insertion of blind standards, duplicates, blanks, and pulp and reject duplicate samples. The soil, saprolite, and altered rock were drilled from HQ size core and the fresh rock from NQ size core. Half of the core was collected, and the sample interval was around one (1) metre for mineralized zones and two metres for non-mineralized zones. Quarter core samples were collected for duplicate analysis. The samples were securely transported by a locally based transport company from the Company’s core preparation facility at the Chapada Mine to the ALS Chemex sample preparation facility in Goiania, Brazil. Sample pulps were sent for analysis to the same lab in Lima, Peru, which is independent of the Company. The samples were analyzed by fire assay/atomic absorption spectroscopy (AAS) (gold) and four acid digestion/ICP-MS (copper). The analysis was conducted by ALS Chemex Lima, Peru, accredited by the Standards Council of Canada ISO 17025:2005, and the secondary laboratory SGS GEOSOL, Vespasiano, Brazil accredited by ISO 9001:2008, both independent laboratories.
On February 8, 2023, the Company released an initial Mineral Resource estimate for Saúva, details of which are set forth in Schedule A, attached to this AIF. The Company views Saúva as a long-term option for potential future development and a strong addition to its pipeline of growth opportunities.
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G. Closed and Historical Sites
The Company continues to monitor the Storliden site in northern Sweden, where production ceased in 2008 and which was operated and owned by North Atlantic Natural Resources AB, an indirect wholly-owned subsidiary of the Company. During 2018, in response to an order from the local county board, the Company initiated additional groundwater monitoring around the sealed decline. As a result of the analysis of the data obtained and the request for a risk assessment, the Company conducted additional soil delineation studies in preparation for reclamation activities. Remediation activities of contaminated soil was undertaken in 2022. In 2023, the Company expects that a risk assessment will be completed and reforestation will commence.
The Company’s Zinkgruvan operations are located in an area where mining and related operations have been ongoing for over 160 years. As a result, the Zinkgruvan operations are in the vicinity of historical industrial sites which the Company does not own and which were reclaimed by other unrelated companies many years ago. As a responsible mining company, the Company monitors both its sites and, at the request of the applicable local county board, those proximate to the Company’s operations but not owned by it.
ZMAB continues to work with local regulatory authorities and local communities at the historical Åmmeberg site, where Belgian company Vieille-Montagne (now Umicore) processed and shipped Zinkgruvan ore from the 1850s until the mid-1970s. The historic processing facilities and tailings storage site were reclaimed by Vieille-Montagne during the 1980s and are currently used primarily as a golf course and marina facility. In June 2018, ZMAB voluntarily prepared and submitted to the local county board (“ OCAB ”) a site-specific risk assessment addressing potential residual human health and ecological risks associated with the reclaimed industrial properties. OCAB has requested additional information and for ZMAB to conduct certain further studies. ZMAB unsuccessfully contested the appropriateness of this request before the appropriate administrative body and the Swedish Environmental Court. As required by Swedish law, ZMAB funded a pre-feasibility study of different remedial alternatives and the study was submitted to OCAB in December 2022 and a risk evaluation is expected to be commenced in spring of 2023. ZMAB maintains the position that it is not liable for any remediation costs beyond the studies it is required by law to fund and continues to seek clarity on the nature and amounts of future contributions that OCAB might expect ZMAB to make in relation to any desired remediation activities that might result from this study work.
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Risks and Uncertainties
The Company’s business activities are subject to risks, including those described below. Every investor or potential investor in the Company’s securities should carefully consider these risks. Any of the following risks could have an adverse effect on the Company, its business, and prospects, and could cause actual outcomes and results to differ materially from those described in the forward-looking statements relating to the Company. The risks described below are not the only risks facing the Company. Additional risks and uncertainties not presently known by management of the Company or that management currently believes are immaterial could also affect the Company, its business, and prospects.
The Company’s business, financial position, operations and share price may be adversely impacted by global financial conditions, market volatility and inflation.
Global financial conditions continue to be characterized as volatile. In recent years, global markets have been adversely impacted by pandemic and Ukraine war related disruptions and government responses to the same. This has resulted in inflation causing rising fuel, energy, and transportation costs and variable demand, all of which impacts the prices we can sell our products for. A sustained slowdown in economic activity or continued geopolitical and market instability may adversely affect the Company’s growth and profitability. For example, the war in the Ukraine has disrupted the supply of natural gas in Europe resulting in substantial price increases for electricity at our Neves-Corvo mine. Further, some of our customers or the smelters they ship to have been similarly affected, including to the point of rendering their activity temporarily uneconomic. Sustained restrictions in smelter capacity may impact our business if costs increase or capacity is not replaced. Future crises may exacerbate existing levels of volatility or further destabilize global economic conditions, which may adversely impact commodity prices, demand for metals, availability of credit, investor confidence, and general financial market liquidity, all of which may adversely affect the Company’s business and the market price of its products and securities. The costs and availability of numerous consumables and services on which mining operations and projects are heavily dependent, including electricity, carbon-based fuels, water, structural steel, explosives, reagents, tires and spare parts, may likewise be adversely impacted causing variable costs and impact availability. The Company can provide no assurance that it will secure the required consumables, supplies and services going forward or on reasonable terms at all of its facilities and the failure to do so could have a material adverse effect on the Company’s operations, business, financial condition and results of operations.
In addition to potentially affecting the price of commodities, general inflationary pressures may also affect the Company’s labor, commodity, and other input costs at operations. In 2022, inflation in our operating jurisdictions ranged from 5.8% in Brazil to 94.8% in Argentina. While the Company attempts to manage the impacts of inflation through currency hedging, long-term fixed price contracting and other mechanisms, there can be no assurance that these or other measures will be able to mitigate these impacts. This may have a materially adverse effect on the Company’s financial condition, results of operations and capital expenditures for the development of its projects.
The Company’s mining operations generally involve a high degree of inherent risk that cannot be eliminated and may not be insurable.
The mining industry is subject to significant risks and hazards, including environmental hazards, industrial accidents, unusual or unexpected geological conditions, labour force disruptions, civil strife, pandemics, unavailability of materials and equipment, weather conditions, pit wall failures, tailings dam failures, rock bursts, rock falls, rock slides, cave-ins, flooding, seismic activity, fire, geochemical issues, equipment failure, failure of retaining dams, theft, water balance and chemistry, acid rock drainage, disruption to power and water supply, unanticipated variations in grade and other geological problems, ground or stope instabilities or failures, backfill quality or availability, underground conditions, metallurgy, ore hardness and other processing issues, supply chain/logistics disruptions, force majeure events, and unanticipated transportation costs, most of which are beyond the Company’s control.
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These risks and hazards could result in, among other things: damage to, or destruction of, mineral properties or producing facilities; personal injury or death; environmental damage; reputational loss; mining and production delays; monetary losses; poor concentrate quality/marketability; difficulty selling concentrate to customers; limited mine site or smelter access; higher costs and expenditures; project completion delays; contractual obligations and financial covenants defaults, government or regulatory investigations, and possible legal liability. All of these could adversely impact the Company’s results of operations and financial position.
The Company maintains insurance to cover some of these risks and hazards. The insurance is maintained in amounts that are believed to be reasonable depending on the circumstances surrounding the identified risk; however, insurance is subject to deductibles and, in the case of business interruption insurance, waiting periods during which coverage is not applicable. No assurance can be given that such insurance will continue to be available, that it will be available at economically feasible premiums, or that the Company will obtain or maintain such insurance. The Company’s property, liability and other insurance may not provide sufficient coverage for losses related to these or other risks or hazards. In addition, the Company does not have coverage for certain environmental losses and other risks (for example, political risks), as the potential loss associated with risk events is deemed acceptable or the costs of insurance are deemed excessive for the protection provided. The lack or insufficiency of insurance coverage could adversely affect the Company’s cash flow, overall profitability, its business, and its results of operations.
The Company is exposed to project financing risks, liquidity risks and limited financial resources.
The development of the Josemaria Project requires significant capital commitments from the Company, and additional funding, beyond debt, may be required to advance the project to completion. Such additional funding may take the form of a partnership, joint venture, royalty, stream or other arrangement (or a combination thereof) for the Josemaria Project, any of which would dilute the Company’s existing interest in the Josemaria Project. The Company may also be required or elect to pursue equity financing, which could have a dilutive effect on existing securityholders if shares, options, warrants or other convertible securities are issued.
The Company’s ability to obtain additional financing for the Josemaria Project in the future will depend, in part, on prevailing capital market conditions and the Company’s financial performance. Failure to secure adequate financing on a timely basis may cause the Company to postpone, abandon, reduce or terminate its development activities in respect of the Josemaria Project and could have a material adverse effect on the Company’s business, results of operations and financial condition.
In addition, the Company’s exploration, acquisition, development and operational activities generally require significant investment of resources and capital. The Company allocates such resources and capital to support business objectives, and the availability of required resources and capital is subject to market conditions and the Company’s financial position.
The Company has limited financial resources and there is no assurance that sufficient additional funding or financing will be available to the Company or its direct and indirect subsidiaries on acceptable terms, or at all, for further exploration or development of its properties, including the development of the Josemaria Project, or to fulfill its obligations under any applicable agreements.
The Company’s business is highly dependent on the international market prices and demand of the metals it produces, which are both cyclical and volatile.
The Company’s business, financial performance and results of operations are significantly affected by the market prices and demand of the metals it produces, particularly copper, zinc, gold, and nickel.
Historically, prices and demand for these metals have been subject to wide fluctuations which can be material and can occur over short periods of time, and are affected by numerous factors beyond the Company’s control, including international economic and political conditions (particularly in major copper producing countries, like
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Chile, or major copper consuming countries, like China), government stimulus or austerity measures, the cyclicality of consumer and industrial consumption, actual or perceived changes in levels of supply, the availability and costs of substitutes, inventory levels maintained by users, actions of participants in the commodities markets, interest rates and expectations, global pandemics, inflation or deflation and expectations, and currency exchange rates, among other factors. The Company cannot predict whether, and to what extent, metal prices and demand will rise or fall in the future.
An increase in the production of these metals worldwide or changes in, among other things, technology, industrial processes, or consumer habits, including increased demand for substitute materials, may decrease the demand for these metals. A fall in demand, resulting from economic downturns or other factors, could also decrease the volume of metals that the Company sells and, therefore, materially adversely impact the Company’s results of operations and financial position.
Future declines in metal prices could have an adverse impact on the Company’s results of operations and financial position, and the Company may consider curtailing, modifying, or discontinuing certain operations. In addition, the Company may not be able to adjust production volume in a timely or cost-efficient manner in response to sustained changes in metal prices. Lower utilization of capacity during periods of weak prices may expose the Company to higher unit production costs since a significant portion of its cost structure is fixed in the short-term due to the high capital intensity of mining operations. If prices drop significantly, the economic prospects of the mines and projects in which the Company has an interest could be significantly reduced or rendered uneconomic. Low metal prices would affect the Company’s liquidity and ability to borrow. If these conditions persist for an extended period, the Company may have to look for other sources of cash flow or curtail higher cost production to maintain liquidity until metal prices recover.
The Company hedges certain of its operating currencies but does not currently hedge metal prices, preferring to remain fully exposed to metal price movements. Should the Company proceed with the construction of the Josemaria Project, it may be required to hedge a portion of its metal production to secure stable cash flows to support interest and debt repayment obligations. Current or future hedging may limit future profitability and per share returns.
The Company may be unable to obtain, retain or comply with necessary permits, which could adversely affect operations.
The Company’s mining and processing operations, development, and exploration activities are subject to extensive permitting requirements. Each phase of a mine life cycle requires certain approvals, permits, and licenses. The potential inability to timely secure permits required for the development and operation of the Company’s mining assets, as well as to advance its exploration efforts presents a key risk for the Company. Activities required to obtain and/or achieve or maintain full compliance with such permits can be costly and involve extended timelines. The granting, renewal and continued effectiveness of permits and approvals are subject to discretion by the applicable regulatory authority and previously issued permits may be suspended or revoked for a variety of reasons, including through government or court action. Certain governmental approval and permitting processes are subject to public comment and can be challenged by project opponents, which may result in significant delays or in approvals being withheld or withdrawn. In addition, permitting and approval processes may be delayed as a result of a variety of factors, including governmental disruption or upheaval. Lundin Mining can provide no assurance that necessary permits will be obtained, that previously issued permits will not be suspended for a variety of reasons, including through government or court action, or that delays will not occur in connection with obtaining all necessary permits, renewals of permits, or additional permits for any possible future changes to operations, or additional permits associated with new legislation. Material delays in or inability to obtain required permits and/or to maintain compliance with permits once obtained could have serious consequences and a material adverse effect on the Company.
At Candeleria, the Company has submitted an environmental permit application that will reflect the continued growth in Mineral Reserves and further extension to the operating life to 2040. Since February 2020, this permit application has been subject to a structured review and public comment period which is expected to conclude in
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- The application is currently in the process of a final review period with the authorities. If the application is rejected, the Company would be required to re-sequence mine production to accord with its existing permitted mine life which ends in 2030 and/or submit a new environmental permit application for approval which would likely take 2-3 years to process, further delaying mine development and investment. At the Chapada Mine, numerous historical permits, some of which had expired or were otherwise subject to certain compliance risks or irregularities, are currently subject to a legislated corrective process that would consolidate these historical permits and activities into a single Unification License. This corrective process may include additional operational requirements and conditions. In Argentina, the Company obtained its environmental permit in the first half of 2022 but, that permit contained numerous unexpected requirements that would adversely affect the project economics and viability, including a 1.5% gross revenue infrastructure fund and very high levels of local employment and local supply procurement. The Company is attempting to manage these permitting processes but there can be no assurance that it will be successful in doing so or securing economically acceptable terms.
The Company derives a significant portion of its revenue from one asset.
The Candelaria Mine accounted for approximately 61% of the Company’s 2022 copper production, and accordingly, the Company derives a significant portion of its revenue from the Candelaria Mine. While the acquisition of the Chapada Mine in 2019 and the ramping up of zinc production at Neves-Corvo following commissioning of the Zinc Expansion Project reduces the Company’s dependence on the Candelaria Mine, the Company’s profitability will be sensitive to changes in, and its performance will depend to a greater extent on, the operations of the Candelaria Mine.
On July 30, 2022, a surficial sinkhole formed near the Company’s underground Alcaparrosa mine. Upon detection, the area was isolated, and operations were suspended and remain suspended as of the date of this AIF. While the Alcaparrosa mine is separately permitted and owned by a different legal entity, it forms part of the Candelaria Copper Mining Complex and is broadly regarded as by the government and surrounding communities. Negative publicity or public sentiment associated with this incident could adversely impact the Company’s reputation in Chile as well as its environmental permit application which would extend the Candelaria mine’s operating life to 2040, either of which would make it more difficult for the Company to conduct its business in Chile and could have a material adverse effect on the Company’s financial and operating performance and the price of the Company’s common shares.
Reputation loss may result in decreased investor confidence, increased challenges in developing and maintaining community relations, and an impediment to our overall ability to advance our projects.
Damage to the Company’s reputation can result from the actual or perceived occurrence of any number of events or from allegations or investigations of the same, which may result in negative publicity, whether true or not. The increased usage of social media and other web-based tools used to generate, publish, and discuss usergenerated content and to connect with other users has made it increasingly easier for individuals and groups to communicate and share opinions and views on the Company and its activities and make allegations against the Company, whether true or not. Lundin Mining does not ultimately have direct control over how it is discussed in the media or perceived by others and reputational loss may lead to decreased investor confidence and an impediment to the Company’s ability to advance its projects. For example, in Chile, in late July 2022, a surficial sinkhole appeared near the Company’s Alcaparrosa mine (which is part of the Candelaria Copper Mining Complex). This event attracted international media attention and significant scrutiny from Chilean authorities and media. While the Company has been engaging transparently and working collaboratively with all stakeholders, the event has had direct and indirect reputational and other impacts on the Company and its operations in Chile. A material adverse impact on the Company’s ability to develop and maintain positive community relations and broader political and social perception may adversely affect the Company’s financial performance, financial condition, cash flows and growth prospects.
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Mining operations involve health and safety hazards that could adversely affect the Company’s reputation, business and future operations.
By nature, exploration and mining activities present a variety of hazards and associated health and safety risks. Workers involved in the Company’s operations are subject to many inherent health and safety risks and hazards, including, but not limited to, underground mine fires, rock falls, slides or bursts, equipment or structural fires, pit wall failures, cave-ins or other falls of ground, floods, tailings dam failures, chemical and biological hazards, mineral dusts, atmospheric hazards including low oxygen levels, gases and fumes, high altitude work, use of explosives, noise, electricity, fixed and moving equipment, civil disturbances and criminal activity, which could result in occupational illness or health issues, personal injury, and loss of life, and/or facility and workforce evacuation.
Even though robust health and safety controls and risk mitigation measures are in place across the Company’s mines, health and safety incidents occur. For example, in 2022, two separate fatalities occurred at the NevesCorvo Mine in Portugal. While efforts are made to apply the lessons learned to improve controls and reduce the potential for future incidents, including the multi-year implementation of the Fatal Risk Management program and critical risk control strategy designed to progress the Company’s health and safety processes and controls, the prevention of fatalities and injuries cannot be guaranteed. The overall management of health and safety is governed in accordance with the requirements of the Company’s Responsible Mining Policy and the Responsible Mining Management System standard (see “ Description of the Business – Responsible Mining and Sustainability ” above). While significant effort is made to control and eliminate potential health and safety risks, these risks cannot be eliminated and may adversely affect the Company’s reputation, business, and future operations. Incidents resulting in serious injury or death, or those having a negative impact on surrounding communities (real or perceived) could result in litigation, civil or criminal sanctions, regulatory action (including, but not limited to suspension of operations and/or fines and penalties), increased community tensions, or otherwise adversely affect the Company’s reputation and ability to meet its objectives.
Development projects, such as the Josemaria Project in Argentina, expose the
Company to numerous risks.
The Company’s ability to increase or maintain present production levels for the metals it produces is dependent, in part, on the successful development of new mines and/or expansion of existing mining operations. Development projects, such as the Josemaria Project in Argentina, rely on the accuracy of predicted factors including: capital and operating costs; metallurgical recoveries; mineral reserve estimates; and future metal prices. After mineralization is discovered, it takes many years and significant investment to move to production. Development projects are also subject to numerous variables that can affect their timing and cost, such as the accuracy of feasibility studies and cost estimates, the acquisition of surface or land rights, inflation, supply chain issues, and the issuance of necessary governmental permits and approvals. Unforeseen circumstances, including those related to the amount and nature of the mineralization at the development site, technological impediments to extraction and processing, legal requirements, governmental intervention, infrastructure limitations, environmental issues, water supply volumes, disputes with local communities or other events, could result in the Josemaria Project becoming impractical or uneconomic. Any such occurrence could have an adverse impact on the Company’s financial condition and results of operations.
The Josemaria Project will require substantial expenditures and require many years to build, which creates a significant risk of material cost and time overruns versus original budgets and schedules that the Company may communicate to the public. Changes in cost or construction schedules can significantly increase both the time and capital required to build the project. These schedules and the associated costs are also dependent on obtaining the governmental permits and approvals necessary for the operation of a project. The timeline to obtain these permits and approvals and the requirements contained in those permit or approvals once issued, are often beyond the Company’s control. Finally, it is not unusual in the mining industry for new mining operations to experience unexpected problems during the start-up phase, resulting in delays and requiring more capital than anticipated.
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Further, there can be no assurance that the Company will complete the development of its mineral projects (including the Josemaria Project) into commercially viable mines or meet any current or future development and production schedules or cost estimates. The development of mineral projects involves significant risks, which even a combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of an orebody may result in substantial rewards, few properties are ultimately developed into producing and economically viable mines and it is impossible to ensure that the development programs planned by the Company will result in a profitable commercial mining operation. Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are: the particular attributes of the deposit, such as size, grade and proximity to infrastructure; access to adequate water supply and electricity; recoverability; metal prices; and government regulations, including regulations relating to prices, taxes, royalties, foreign exchange, repatriation of revenues/profits, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Company not receiving an adequate return on invested capital.
The Company’s ability to attract and retain highly skilled employees may adversely impact the Company’s business and future operations.
The Company is dependent on the services of a number of key executives and management personnel. The success of the Company’s operations is also dependent on its highly skilled and experienced workforce, including employees with adequate institutional and technical knowledge, and skills that satisfy the requirements of a “Qualified Person” under applicable securities laws. The Company has not recently built a mine. While the Company continues to recruit a talented project construction team with demonstrated experience building mines in other jurisdictions, to date, there is limited personnel that have constructed/operated a mine in Argentina or at elevations comparable to that of the Josemaria Project. Successful construction and operation in Argentina at elevation may require adaptation to unforeseen variables and considerations, and may require modified practices that deviate from the norm. If the Company is unable to attract and retain the appropriately experienced talent and/or that talent is unable to successfully adapt to the particular challenges presented during the construction and operation of the Josemaria Project, the Company could experience an adverse impact on its financial condition and results of operations.
Further, there continues to be robust global competition over highly skilled experienced workers which has been exacerbated by recent strong metal prices. In addition, the development of new mines in geographic areas without a mature mining industry, such as Argentina, increases competition for skilled local workers and would require the training of inexperienced workers to staff these new mines. The loss of experienced and knowledgeable employees or our inability to attract and retain additional highly skilled employees may adversely affect the Company’s business and future operations.
The Company is subject to risks associated with climate change.
Mining and processing operations are energy intensive, resulting in a significant carbon footprint. The Company acknowledges climate change as an international and community concern and has committed to reducing its emissions by 35% by 2030 (see “ Description of the Business – Responsible Mining and Sustainability – Climate Change and Greenhouse Gas Emissions ”). A number of governments or governmental bodies have introduced or are contemplating regulatory changes in response to the potential impacts of climate change, such as those limiting greenhouse gas emissions or the use of energy, placing restrictions on access to certain water resources, or introducing new carbon or water taxes. Where legislation already exists, regulation relating to emission levels and energy efficiency is becoming more stringent. For example, in Sweden where the Company’s Zinkgruvan Mine is located and where the Company is publicly listed, the government’s national decarbonization plan requires net-zero emissions by 2045. Some of the costs associated with reducing emissions can be offset by increased energy efficiency and technological innovation. However, if the current regulatory trend continues, and depending on the nature, speed, focus and jurisdiction of these regulatory changes, this may pose varying levels of financial and reputational risk to the Company’s business. To ensure the financial resilience of the business in navigating these regulatory changes, the Company has developed climate-related scenario analyses to identify cost scenarios for carbon taxes, including emissions projections and a financial stress test.
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The physical effects of climate change may also have an adverse effect at some of the Company’s operations. These may include extreme weather events, natural disasters, resource shortages, changes in rainfall and storm patterns and intensities, water shortages, changing sea levels and changing temperatures. For example, severe drought conditions impacting the regions in which the Company operates may affect its access to adequate water to sustain operations in the normal course, may result in conflict with local communities, or may materially increase operating costs. Conversely, extraordinary storm events may result in localized flooding directly or indirectly impacting mine personnel and operations. In Portugal, the Company has recently experienced both of these issues. In 2022, due to drought-like conditions, the Santa Clara reservoir (the primary source of freshwater for the Neves-Corvo Mine) recorded water levels much lower than historical averages and experienced increased drawdown from the surrounding communities. In late 2020 and early 2021, due to much heavier than anticipated rainfall, Neves-Corvo’s treated tailings water facility holding pond experienced a significant increase in water volumes which required controlled discharges of treated water in consultation with the local environmental authorities. Should these extreme climate conditions continue, the mine and local communities may be required to seek out alternative freshwater sources or alter existing water management and treatment facilities which may result in adverse impacts to production and operating costs.
Further, the Company recognizes that its ability to adapt to and succeed in a lower-carbon economy will be compared against its peers. Investors and stakeholders increasingly compare companies based on ESG related performance, including climate-related performance. Failure by the Company to achieve its ESG targets, including climate-related targets, or a perception among key stakeholders that our ESG targets are insufficient, could adversely affect, among other things, our reputation and our ability to attract capital. The continued focus on climate change by investors may lead to higher costs of capital for the Company as the pressure to reduce emissions increases. The Company's ability to attract capital may also be adversely impacted if financial institutions and investors incorporate more stringent sustainability and ESG considerations as a part of their portfolios or adopt restrictive decarbonization policies.
Although the Company continues to take steps to anticipate potential costs associated with climate change, there can be no assurance that the physical risks associated with climate change or related regulatory/governmental, investor and lender actions will not have an adverse effect on the Company’s operations and financial condition.
Compliance with environmental, health and safety laws and regulations, including changes to such laws or regulations, could adversely affect the Company’s results of operations.
The Company’s operations are subject to environmental, health and safety regulation in the various jurisdictions in which it operates, including protection of the environment, waste disposal, worker health and safety, mine development, water management, protection of endangered and other special status species, and air emissions. These operations are subject to various political, economic and social uncertainties, and local laws and regulations. The implementation of new, or the amendment of existing, laws and regulations affecting the mining and metals industry could have an adverse impact on the Company. Further, global initiatives such as those related to climate change and air quality, may result in new restrictions affecting not only the mining sector but also key supply chain partners, such as original equipment manufacturers, the shipping industry where new requirements to curb greenhouse gas emissions and combustion engine emissions have been promulgated.
These regulations mandate, among other things, the preparation of environmental assessments before commencing certain operations or renewing certain permits, the maintenance of air and water quality standards and land reclamation. They also set out limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner that will likely, in the future, require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. Continuing issues with tailings dam failures at other companies’ operations may increase the likelihood that these stricter standards and enforcement mechanisms will be implemented in the future. The Company can provide no assurance that future changes in environmental regulation will not adversely affect its results of operations.
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The general area in which the Candelaria Mine is located is arid, contains limited natural vegetation and hosts a number of other industrial and agricultural operations, resulting in considerable latent dust and particulates in the air. Candelaria employs processes and technology to monitor and manage air quality impacts and regularly reviews and updates them. In 2021, the areas of Copiapó and Tierra Amarilla were formally declared a saturated zone for purposes of Chilean law, which declaration triggers an obligation for the State to prepare and subsequently implement a decontamination plan in the area. A decontamination plan could require Candelaria to implement additional controls or measures or modify existing ones, including potentially curtailing or resequencing production related activities (such as trucking and blasting) which could adversely affect Candelaria activities, production, and profitability.
In Argentina, regulation governing development of mining operations with the potential to affect glaciers continues to evolve. Argentina has passed a Glacier Protection Law, banning new mining exploration and exploitation activities in glacial and “peri-glacial” areas. The Glacier Protection Law establishes a broad definition of “peri-glacial” areas that, together with glacial areas, must be surveyed by an existing national government agency specifically appointed to this end every five years. In 2022, a rock glacier located in the Josemaria Project area was listed in the national registry. Further analysis is being undertaken to assess and confirm the rock glaciers qualities to ensure planned project development activities accord with Argentine law and regulation concerning glacier protection. If it is determined that the rock glacier attracts significant protection under the Glacier Protection Law, in addition to the risks described above, protection of glaciers can have a significant operational impact on the Company’s Josemaria Project. In addition, water supply can present significant operational issues for the Josemaria Project due to increasingly frequent droughts, heightened scrutiny, and limited water sources available, including for ground water to sustain operations at design capacities. All of these factors could affect the Company’s ability to develop and operate the Josemaria Project.
Failure to comply with applicable laws, regulations and permitting requirements (including allegations of such) may result in enforcement actions, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, remedial actions, materially increased costs of compliance or impaired ability to secure future approvals and permits. Parties engaged in mining operations or in the exploration or development of mineral properties may also be required to compensate those suffering loss or damage due to the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations. The occurrence of any environmental violation or enforcement action may have an adverse impact on the Company’s reputation and could adversely affect its results of operations.
Failure in infrastructure that the Company relies upon could have an adverse
effect on the Company’s operations.
Mining, processing, development, and exploration activities depend, to one degree or another, on adequate infrastructure whether owned or maintained by the Company, the applicable government/state or third parties. Reliable transportation routes, ports, power sources, pipelines, underground ventilation, ore and waste hoisting equipment, water storage structures, waste impoundments, water supply, and other critical infrastructure are important for the Company’s operations. Unusual or infrequent weather phenomena, sabotage, catastrophic failure, corrosion, government or other interference in the operation, maintenance or provision of such infrastructure could adversely affect the Company’s business and results of operations.
In addition, Company controlled infrastructure requires periodic preventative maintenance and, if necessary, replacement to mitigate the risk of failure. Despite the existence of inspection programs and preventative maintenance planning, from time to time the Company experiences unanticipated infrastructure failures which it addresses and, where necessary, reports in accordance with local regulatory requirements and laws. Any such future infrastructure failure could have an adverse effect on the Company’s operations.
Infrastructure at high-risk locations has been built to meet construction standards designed for regions of high seismicity. Chilean operations have been the subject of numerous studies to assess the robustness of various mine structures, including tailings facilities and waste rock dumps. In addition to having monitoring equipment
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in place to detect unusual movement, or the presence of unexpected or excessive water, regular geotechnical reviews are carried out at all Company operations. However, there is no assurance that a significant event may not result in catastrophic losses having an adverse effect on the Company, including, but not limited to its personnel and assets, and its operations.
The Company may be exposed to greater foreign exchange and capital controls, as well as political, social and economic risks as a result of its operation in emerging markets.
Mining investments are subject to the risks normally associated with any conduct of business in foreign countries, and operations in emerging markets may also be subject to more frequent civil disturbances and criminal activities, including but not limited to: terrorism; hostage taking; trespassing; sabotage; theft/fraud; vandalism; military repression; expropriation; extreme fluctuations in currency exchange rates; high rates of inflation; labour unrest, opposition or blockades; the risks of war, civil unrest, protests or blockades; renegotiation or nullification of existing concessions, licenses, permits and contracts; ability of governments to unilaterally alter agreements; government imposed local contracting and purchase laws, including laws establishing, among other things, profit margins, production quotas, maximum and minimum price levels and the ability to confiscate merchandise in certain circumstances; surface land access issues; illegal mining; changes in taxation policies (as described above), practices, regulations and laws and the application thereof; restrictions on foreign exchange and repatriation; governmental imposed controls and restrictions in response to pandemics; and changing political conditions, currency controls and governmental regulations that impose local procurement requirements or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction. The occurrence of any such events may adversely affect the Company’s viability and profitability.
The Company’s current asset portfolio includes operating assets in Brazil and Chile and a development project in Argentina. In emerging markets there can be greater levels of exchange and capital controls, as well as political, social, and economic risk compared to some other countries in which the Company operates. From time-to-time, emerging market countries have adopted measures to restrict the availability of the local currency or the repatriation of capital across borders. These measures are typically imposed by governments and/or central banks during times of local economic instability to prevent the removal of capital or the sudden devaluation of local currencies or to maintain in-country foreign currency reserves. In addition, many emerging markets require supplementary consents or reporting processes before local currency earnings can be converted into U.S. dollars or other currencies and/or such earnings can be repatriated or otherwise transferred outside of the operating jurisdiction. Furthermore, some jurisdictions regulate the amount of earnings that can be maintained by operating entities in off-shore bank accounts and require additional earnings to be held by banks located in the country of operation. These measures can have a number of negative effects on the Company’s operations, including, among other things, a reduction in the quantum of immediately available capital that the Company could otherwise deploy for investment opportunities or the payment of expenses. As a result, the Company may be required to use other sources of funds for these objectives which may result in increased financing costs. In addition, measures that restrict the availability of the local currency or impose a requirement to operate in the local currency may create practical difficulties for the Company.
For example, in Argentina, a specified percentage of export proceeds from Argentinean operations, absent special approval from the authorities, are required to be repatriated and held locally in Argentinean pesos exchanged at the then prevailing official rate (which, as of December 31, 2022, was less than 50% of the open market rate). When combined with high Argentinean inflation (94.8% in 2022 resulting in a 74% devaluation against the US dollar) and certain, at times lengthy, procedural steps that the Argentinean government requires before funds can be expatriated, the value of the Company’s revenues could be materially impacted if alternative in-country value preservation mechanisms are unavailable or are costly to obtain and maintain. While currency restrictions have had limited impact on the Company’s Argentinean activities to date, should the Company make considerable investment, it may restrict the Company’s movement of intercompany funding and payments to foreign suppliers at the Argentinean subsidiary level in the future. It could also adversely affect the Company’s ability to repatriate any profits.
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Economic, political and social instability and mining regime changes in our operating jurisdictions may materially adversely affect the Company’s business, financial position and results of operations.
The success of our operations depends, in part, upon the performance of the local economy. As a result, general economic conditions in our operating jurisdictions may have a material adverse impact on the Company’s business, financial position and results of operations. Government policy changes (or the risk of the same), such as can occur following elections or in response to domestic or international issues, may have important effects on the Company’s operations.
As governments in emerging markets continue to struggle with deficits and concerns over the effects of depressed economies, the mining and metals sector has been targeted to raise revenue. Governments are continually assessing the fiscal terms under which mining companies are permitted to exploit resources in their countries. Numerous countries, including, but not limited to countries in which the Company operates have implemented changes to their respective mining regimes that reflect increased government control or participation in the mining sector, including changes of law affecting foreign ownership and take-overs, mandatory government participation, taxation and royalties, working conditions, currency remittance, rates of exchange, exchange control, exploration licensing, import restrictions, export duties, repatriation of income or return of capital, environmental protection, surface land access, infrastructure funding and requirements for local procurement of goods, supplies and employment or other benefits for local residents. Further, there can be no assurance that the Company’s assets will not be subject to nationalization, requisition, or confiscation, whether legitimate or not, or undue taxation by an authority or body. These risks may limit or disrupt the Company’s mining operations and development and exploration activities, restrict the movement of funds, or result in the deprivation of contractual rights or the taking of property by nationalization or expropriation without fair compensation. Any future adverse changes in government policies or legislation in the jurisdictions in which the Company operates that affect foreign ownership, mineral exploration, development, or mining activities, may adversely affect the Company’s viability and profitability. It is not possible for the Company to accurately predict such developments or changes in laws or policy or to what extent any such developments or changes may have on the Company.
In Brazil, Luiz Inácio Lula da Silva was elected as President in October 2022 and took office on January 1, 2023. While the nature, scope and pace of any economic and policy changes are unknown, proposals during the Brazilian election campaign have included tax reforms and an overhaul of the country’s climate and environmental policies. In Argentina, the presidential election scheduled in late 2023 may also cause significant volatility in the political, regulatory and economic environment and may adversely impact the Company’s operations and financial condition. In Chile, the country is still grappling with the aftermath of the civil unrest in October 2019, the failed constitutional referendum vote in 2022 and various administrative and tax or royalty reforms affecting the mining industry. While the scope and pace of change in each of Brazil, Argentina and Chile is not yet fully known, changes to existing mining policies, water use and ownership rights and royalties or other taxation levels; even if seemingly minor in nature, may adversely affect the Company’s operations and financial condition.
The Company’s indebtedness may adversely affect its business, financial condition and results of operations.
The Company may incur substantial debt from time to time to finance working capital, capital expenditures (such as to advance the Josemaria Project), investments or acquisitions or for other purposes. If the Company does so, the risks related to the Company’s indebtedness could intensify, including, among other things: substantial interest and capital payments; increased difficulty in satisfying existing debt obligations; limitations on the ability to obtain additional financing, or imposed requirements to make non-strategic divestitures; imposed hedging requirements; explicit or implicit restrictions on the Company’s cash flows for capital investment, dividends or distributions, opportunistic acquisitions and other business needs; increased vulnerability to general adverse economic and industry conditions; interest rate risk exposure as borrowings may be at variable rates of interest;
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decreased flexibility in planning for and reacting to changes in the industry in which it competes; reduced competitiveness as compared to less leveraged competitors; and increased cost of additional borrowing.
The terms of the Credit Agreement require the Company to satisfy various affirmative and negative covenants and to meet certain financial ratios and tests. These covenants limit, among other things, the Company’s ability to incur further indebtedness if doing so would cause it to fail to meet certain financial covenants, create certain liens on assets or engage in certain types of transactions. A failure to comply with these covenants, including a failure to meet the financial tests or ratios, would likely result in an event of default under the Credit Agreement and would allow the lenders to restrict future loans or accelerate the debt, which could materially and adversely affect the Company’s business, financial condition and results of operations, its ability to meet payment obligations under its debt and the price of its common shares.
The Company’s inability to effectively compete in the industry may adversely affect our business and future operations.
The mining industry is generally competitive and a profitable market for the sale of metals may not exist. Metal prices are determined by world markets which are cyclical and outside of the Company’s control. As a result, Lundin Mining’s competitive position is determined by its costs compared to other producers in the world, and by its ability to maintain its financial capacity through metal price cycles and currency fluctuations. If the Company’s costs increase due to grade and nature of mineral deposits, higher costs of equipment, labour, fuel, power and other inputs, higher costs of transport and other infrastructure, climate change impacts or political and economic instability in the Company’s operating jurisdictions, the Company’s financial results may be adversely impacted.
There is also competition within the mining industry for the discovery and acquisition of properties considered to have commercial potential. The Company competes with other mining companies, many of which have greater financial or technical resources than the Company, for the acquisition of mineral claims, leases, and other mineral interests as well as for the recruitment and retention of qualified employees and other personnel. The Company may not be able to compete successfully with its competitors in acquiring properties, assets, or access to infrastructure on reasonable terms or at all.
The Company may not complete any acquisitions or business arrangements that it pursues, or is pursuing, on favourable terms and cannot assure that any acquisitions or business arrangements completed will ultimately benefit the Company’s business.
From time to time, the Company examines opportunities to acquire additional mining assets and businesses. Any acquisition that the Company may choose to complete may be of a significant size, may change the scale of the Company’s business and operations, and may expose the Company to new or greater geographic, political, operating, financial, legal and geological risks. The Company’s success in its acquisition activities depends on its ability to identify suitable acquisition candidates, negotiate acceptable terms for any such acquisition, and integrate the acquired operations successfully with those of the Company. Any acquisition and any potential acquisition would be accompanied by risks. For example, there may be a significant change in commodity prices after the Company has committed to complete the transaction and established the purchase price or exchange ratio; a material orebody may prove to be below expectations; the Company may have difficulty integrating and assimilating the operations and personnel of any acquired companies (which may be compounded by geographical separation, unanticipated costs, and the loss of key employees), realizing anticipated synergies and maximizing the financial and strategic position of the combined enterprise, and maintaining uniform standards, policies and controls across the organization; the integration of the acquired business or assets may divert the attention of management or disrupt the Company’s ongoing business and its relationships with employees, customers, suppliers and contractors; and the acquired business or assets may have unknown liabilities which may be significant.
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The Company may be subject to sudden tax changes, which can have a material adverse effect on profitability.
The introduction of new tax laws, regulations or rules, or changes to, or differing interpretation of, or application of, existing tax laws, regulations or rules in Canada, the United States, Argentina, Bermuda, Brazil, Chile, the Netherlands, Portugal, Sweden or any of the countries in which the Company’s operations or business is or will be located, could result in an increase in taxes, or other governmental charges, duties or impositions, an unreasonable delay in the refund of certain taxes owing to the Company or the application of unfavourable currency controls or on the repatriation of profits. No assurance can be given that new tax or foreign exchange laws, rules or regulations will not be enacted or that existing such laws, rules or regulations will not be changed, interpreted or applied in a manner that could result in the Company’s profits being subject to additional taxation, result in the Company not recovering certain taxes on a timely basis, be refunded at reasonably equivalent US dollar value as at the time paid, or restricting the manner in and efficiency with which the Company manages its cash balances, or at all, or that could otherwise have a material adverse effect on the Company.
In Brazil, President da Silva has indicated that tax changes may be introduced particularly to support pandemicrelated recovery in the Brazilian economy. Likewise, in December 2022, the State of Goias (where the Company’s Chapada mine is located), created an infrastructure fund which would be supported by a levy of 1.65% of gross revenue for certain industries, including mining.
In 2018, 2020, and 2021 the Chilean Internal Revenue Service (IRS) issued tax assessments denying tax deductions related to interest expenses arising from an intercompany debt for the taxation years from 2014 to 2019 on the basis that the debt should not be recognized as such. The Company believes the claims are inconsistent with Chilean tax law and without merit and accordingly has filed an appeal for each assessment. If the assessments are upheld, it may have a material adverse effect on the Company. Simultaneously, in 2019, 2020, and 2021, the Company received assessments from the Chilean IRS on the same intercompany debt as noted above for the taxation years 2016 to 2019 with respect to the withholding tax rate applied on the interest payments. In such assessments, the Chilean IRS recognizes the same debt but it separately argues that the Company should not benefit from the Canada-Chile double tax treaty and is seeking additional withholding taxes, including interest and penalties, on interest payments made from 2016 to 2019. The Company believes its original filing positions comply with tax regulations and is disputing the contradictory claims of the Chilean IRS.
In July 2022, Chile’s finance minister introduced a tax reform bill that, among other things, increased copper mining royalties on companies that produce more than 50,000 tpa, with varying rates based on the price of copper. This was subsequently amended in October 2022 to reflect a flat 1% ad valorem tax rate for large producers that extract more than 50,000 tpa which would not be payable if operating margins are negative, with additional royalties assessed at rates fluctuating from 8% to 26% based on companies’ operating margin, rather than being adjusted according to the price of copper as was originally proposed. Other changes could be considered or proposed in the future, including but not limited to increases to mining or income taxes or new royalties or changes to value added taxes, which could affect the Company’s operations and financial condition.
The Company may be subject to risks relating to mine closure and reclamation obligations.
In order to obtain mining permits and approvals from regulatory authorities, mine operators must typically submit a reclamation plan for restoring, upon prolonged suspension or completion of mining operations, the mined property to a productive use and meet many other permitted conditions. Typically, the Company submits the necessary permit applications several months or even years before it plans to begin activities. Some of the permits the Company requires are becoming increasingly difficult and expensive to obtain, and the application and review processes are taking longer to complete, becoming increasingly complex in terms of required background information, and are subject to challenge.
Closure activities typically include ground stabilization, infrastructure demolition and removal, topsoil replacement, regrading and revegetation and such activities may have significant impacts on local communities
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and accordingly, may not be supported by local stakeholders. The Company develops and regularly updates MCPs for all operations over the LOM, giving consideration to where post-mining land use may benefit local communities. In addition to immediate closure activities, closed mining operations may require long-term surveillance and monitoring. MCPs are developed in accordance with the Company’s corporate standards and to comply with local regulatory requirements. Actual costs realized in satisfaction of mine closure obligations may vary materially from management’s estimates. From time to time, regulatory approval for amendments to MCPs and associated permits may be sought, and these could have a significant impact on mine closure costs.
The Company provides the appropriate regulatory authorities with reclamation financial assurance for mine closure obligations in the various jurisdictions in which it operates in accordance with applicable law and regulation. The amount and nature of the financial assurances are dependent upon a number of factors, including the Company’s financial condition and reclamation cost estimates. Changes to these amounts, as well as the nature of the collateral to be provided, could significantly increase the Company’s costs, making the maintenance and development of existing and new mines less economically feasible.
In addition, historical environmental liabilities may impose significant costs on the Company. Some of the Company’s properties may have been used for mining and related operations for many years before being acquired and may have been acquired with assumed environmental liabilities from previous owners or operators. Environmental conditions may exist on these and other properties that are unknown and/or have been caused by previous or existing owners or operators of such properties, the remediation of which may be (or be perceived to be) the Company’s responsibility. As the Company grows, it may acquire exploration licenses or operating assets that include old mine workings or closed facilities within the licensed concession. Such sites may be subject to existing or new requirements for their remediation and care and the Company may be required to resolve any such issues to satisfy regulatory requirements and/or key stakeholders. Such requirements may impose significant conditions and costs on the Company. For example, a Belgian company, Vieille-Montagne (now Umicore), was the historical owner of both the Zinkgruvan mine and separate processing and tailings storage sites in Åmmeberg, which is approximately 10 km away from the Zinkgruvan mine and to where Zinkgruvan ore was shipped and processed from the 1850s until the mid-1970s. Vieille-Montagne reclaimed the historical processing facilities and tailings storage area at Åmmeberg in the 1980s , with the latter being revegetated and repurposed into a golf course and marina facility (including residential properties). Subsequently, VieilleMontagne restructured the Zinkgruvan mine into a separate entity which was thereafter acquired by Rio Tinto PLC before Rio Tinto sold it to the Company in 2004. Approximately 15 years ago, the local county board became concerned about the chemical composition of the soil and the Company began to voluntarily provide technical and financial support to study the environmental and health impacts of the residential and leisure activities being conducted in the area. In 2021 after having delivered numerous studies and reports, the Company objected to the continued request that it conduct environmental studies of the Åmmeberg area but, it was ordered by the local county board to continue them. While the Company continues to cooperate with the county board in conducting such studies, there can be no assurance that these studies will not result in allegations that the Company is also partially liable for any remediation costs that may be required. There can be no assurance that additional, potentially onerous requirements will not be asked of or imposed on the Company in the future.
The Company is reliant on key personnel and reporting and oversight systems for the appropriate management of its assets and interests, as well as compliance with all applicable laws. The failure of such personnel and systems could result in a material adverse effect on the Company’s reputation and results of operations.
The Company conducts operations through subsidiaries, including foreign subsidiaries, which hold mining, development and exploration properties in Argentina, Brazil, Chile, Portugal, Sweden and the United States. Accordingly, the Company is highly dependent on local management teams and advisors in each of those foreign jurisdictions for advice, legal and regulatory interpretation and compliance, and timely and accurate reporting of risks and issues. These locally managed operations are supported by corporate resources and oversight/assurance systems led by an executive management team and ultimately overseen by the Company’s Board of directors, both of which are largely located in Canada. If either local or corporate personnel and/or the
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Company’s oversight/assurance systems fail or otherwise perform their respective functions deficiently, the Company’s operations and financial condition may be adversely impacted.
Additionally, the legal and regulatory requirements in the foreign jurisdictions with respect to conducting mineral exploration and mining activities, banking system and controls, as well as local business culture and practices are different from those in Canada. The officers and directors of the Company must rely, to a great extent, on the Company’s local leadership and external advisors in order to keep abreast of material legal, regulatory, and governmental developments as they pertain to and affect the Company’s business operations, and to assist the Company with its governmental relations. The Company must rely, to some extent, on those members of management and the Company’s board of directors who have previous experience working and conducting business in these countries in order to enhance its understanding of and appreciation for the local business culture and practices.
The Company’s internal procedures and programs may not always be effective in ensuring that the Company, its employees, contractors, or third-party agents will comply strictly with laws. The Company may be liable for violations by its employees, officers, directors, contractors, and third-party agents. If the Company becomes subject to an investigation, allegation or enforcement action or is found to be in violation of such laws, this may have a material adverse effect on its reputation, result in significant penalties, fines and/or sanctions imposed on the Company, and/or have a material adverse effect on its business and operational results.
The failure or breach of information systems or a component of information systems could adversely impact our reputation and results of operations.
The Company’s information systems, and those of its third-party service providers and vendors, are vulnerable to an increasing threat of continually evolving cybersecurity risks. These risks may take the form of malware, computer viruses, security breaches, cyber threats, extortion, employee error, malfeasance, system errors or other types of risks, and may occur from inside or outside of Lundin Mining’s organization. Cybersecurity risk is increasingly difficult to identify and quantify and cannot be fully mitigated because of the rapidly evolving nature of the threats, targets, and consequences. Additionally, unauthorized parties may attempt to gain access to these systems or Lundin Mining’s information through fraud or other means of deceiving its third-party service providers, employees, or vendors. Lundin Mining’s operations depend, in part, on how well it and its suppliers protect networks, equipment, information technology systems and software against damage from a number of threats. The Company has entered into agreements with third parties for hardware, software, telecommunications, and other services in connection with its operations. The Company has also retained an incident response partner in the event that any cybersecurity incident occurs within the organization. The Company’s operations and mining operations also depend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software, as well as pre-emptive expenses to mitigate the risks of failures. However, if Lundin Mining is unable or delayed in maintaining, upgrading, or replacing its IT systems and software, the risk of a cyber security incident could materially increase. Any of these and other events could result in information system failures, delays and/or increases in capital and operating expenses. The failure of information systems or a component of information systems could, depending on the nature of any such failure, adversely impact the Company’s reputation, ability to comply with regulatory reporting obligations and results of operations.
In addition, targeted attacks on the Company’s systems (or on systems of third parties that Lundin Mining relies on), failure or non-availability of a key IT system or a breach of security measures designed to protect its IT systems could result in disruptions to the Company’s operations through delays or the corruption and destruction of data, extensive personal injury, property damage, loss of confidential information or financial or reputational risks. For example, in November 2021, Bureau Veritas, the publicly-listed international company that conducts assay testing and certifications for our Zinkgruvan Mine, was the subject of a significant cyber-attack affecting their information technology systems. As a result of this cyber-attack, Zinkgruvan assay analysis timelines were delayed which disrupted the Company’s regularly scheduled mineral reserves and mineral resources updates for that mine. Even though additional controls and safeguards are regularly introduced, there can be no assurance that Lundin Mining’s ability to monitor for or mitigate cybersecurity risks will be fully effective
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due to the increasing capabilities of hackers and rogue agents. Any significant compromise or breach of data security, whether external or internal, or misuse of data, could result in significant costs, lost sales, fines and lawsuits, and damage to Lundin Mining’s reputation. In addition, as the regulatory environment related to information security, data collection and use, and privacy becomes increasingly rigorous, with new and constantly changing requirements applicable to the Company’s business, compliance with those requirements could also result in additional costs. As cyber threats continue to evolve, Lundin Mining may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.
Data privacy is subject to frequently changing rules and regulations. The European Union’s GDPR took effect on May 25, 2018 and introduced increased regulations relating to personal data security. The GDPR requires companies to satisfy new requirements regarding the handling of personal and sensitive data, including its use, protection, and the ability of persons whose data is stored to correct or delete such data about themselves. The Brazilian equivalent (Law No. 13,709, Lei Geral de Proteção de Dados) took effect in September 2020. Any non-compliance with the GDPR, the Law No. 13,709, Lei Geral de Proteção de Dados or any other cybersecurity and data privacy regulations could result in proceedings or actions against the Company and the imposition of fines or penalties, which could have an adverse effect on the Company and its business, reputation, and results of operations.
The Company’s Mineral Reserves and Mineral Resources are estimates only and no assurance can be given that the anticipated tonnages and grades will be achieved, that the indicated level of recovery will be realized or that Mineral Reserves could be mined and processed profitably.
To extend the lives of its mines and projects, ensure the continued operation of the business and realize its growth strategy, it is essential that the Company continues to realize its existing identified Mineral Reserves, convert Mineral Resources into Mineral Reserves, increase its Mineral Resource base by adding new Mineral Resources from areas of identified mineralized potential, and/or undertake successful exploration and/or acquire new Mineral Resources.
There are both objective and subjective aspects to estimating Mineral Reserves and Mineral Resources and the accuracy of any Mineral Reserve or Mineral Resource estimate is a function of the quantity and quality of available data and of the assumptions made and judgments used in engineering and geological interpretation. Mineral Reserve and Mineral Resource estimates are, in large part, based on interpretations of geological data obtained from drill holes and other sampling techniques and actual mineralization or formations may be different than those predicted. Further, Mineral Reserve and Mineral Resource estimates include various assumed operational, financial and political factors such as future production rates, metal prices, foreign currency exchange rates, revenues, taxes, operating expenses, environmental and regulatory conditions and compliance expenditures, development expenditures and recovery rates. Many of these assumptions are inherently uncertain and any significant or prolonged change, including changes that result from variances between projected and actual results, could result in a material downward or upward revision of current estimates. Mineralized material which has more marginal economic value (such as low grade, long-term stockpiles) or is subject to lower confidence estimates (such as Inferred Mineral Resource which is subject to the most variability) are particularly sensitive to movements in these assumptions. If those movements in assumptions are significant and sustained, it can result in a write-down of the Company’s investments in mining properties, the discontinuation of or delays in development or production, a shortened life of mine or reduced projected returns on investment, income and cash flow.
Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. Accordingly, such Mineral Resource estimates may require revision as more drilling information becomes available, as actual production experience is gained or as the Company’s mining methods are changed. In addition, for properties or ore bodies that have not yet commenced production, recoveries in small scale laboratory tests may be hard to duplicate in larger scale tests under on-site conditions or sustained during production. As a result of the inherent
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uncertainty of measured, indicated and inferred Mineral Resources, these Mineral Resources may never be upgraded to proven and probable Mineral Reserves.
If the Company’s actual Mineral Reserves and Mineral Resources are less than current estimates or if the Company fails to expand or develop its Mineral Resource base, its production, results of operations or financial condition may be materially and adversely affected.
Lundin Mining’s current and future operations are subject to a risk that stakeholders may oppose continued operation, further development, or new development of its projects and mines, and such opposition may have a negative impact on Lundin Mining’s reputation and operational results.
There are evolving expectations related to environmental protection, human rights and indigenous rights and an increasing level of public concern relating to the perceived effect of mining activities on communities, including certain environmental and social aspects such as water consumption and water quality, land use, noise and vibration, dust, and air quality, mine closure, and employment and economic development opportunities. Increased global awareness for the impacts of climate change has contributed to this growing public concern. Further, sustained periods of stress on local economies, such as occurred during the COVID-19 pandemic, may increase scrutiny of and pressure on mining operations.
Some of the Company’s operations are situated in areas presently or previously inhabited or used by indigenous peoples or people claiming indigenous status, triggering various international and national laws, codes, resolutions, conventions, guidelines, and imposing obligations on government and companies to respect the rights of indigenous people, including mandated consultation with local communities. ILO Convention 169 is an example of an international convention establishing the rights of indigenous people. The obligations of government and private parties under the various international and national rules pertaining to indigenous people continue to evolve and be defined. Examples of recent developments in this area include the United Nations Declaration of the Rights of Indigenous People and the IFC’s revised Performance Standard 7, which requires governments to obtain the free, prior, and informed consent of indigenous peoples who may be affected by government action, such as the granting of mining concessions or approval of mine permits. Examples of our operating sites where indigenous people reside or people claiming indigenous status include the Candelaria Mine where infrastructure and activities including the desalination plant and port area, power lines, water pipelines and concentrate transport are located in or pass through the vicinity of smaller communities and settlement areas where people claiming Indigenous status reside or conduct their activities. While the Company is dedicated to maintaining mutually rewarding relationships with all of its stakeholders, there can be no assurance regarding the nature of the relationship with such stakeholders or that required key approvals, permits or licenses will be obtained when and as necessary.
Opposition to mining activities by communities or indigenous groups may ultimately affect permitting or approval processes, current and future operations, or further development or new development of projects and mines, as well as the Company’s reputation. Such opposition may be directed through legal or administrative proceedings or manifest as protests, roadblocks, or other forms of public expression against our activities which may have a negative impact on the Company’s reputation and operations.
Opposition by any of the aforementioned groups to the Company’s operations, partners or the industry generally may require modification of, or preclude the operation or development of, its projects and mines or may require it to enter into agreements with such groups or local governments with respect to the Company’s projects and mines, in some cases, causing increased cost and considerable delays to the advancement of its projects. While the Company is committed to operating in a socially responsible manner, there can be no assurance that its efforts, in this respect, will mitigate this potential risk.
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The Company’s financial projections rely on estimates of future production and the estimates may not be reliable, which could have a negative impact on the Company’s cash flows, business, results of operations and financial condition.
The Company prepares estimates and projections of its future production. Any such information is forwardlooking, and no assurance can be given that such estimates will be achieved. These estimates are based on existing mine plans and other assumptions which change from time to time, including the availability, accessibility, sufficiency and quality of ore, the Company’s costs of production, its ability to sustain and increase production levels, the sufficiency of its infrastructure, the performance of its workforce and equipment, the Company’s ability to maintain and obtain mining interests and permits and its compliance with existing and future laws and regulations. The Company’s actual production may vary from estimates for a variety of reasons, including: actual ore mined varying from estimates of grade, tonnage, dilution and metallurgical and other characteristics (such as recovery rates); short-term operating factors relating to the Mineral Reserves, such as the need for sequential development of orebodies and the processing of new or different ore grades; revisions to mine plans; unusual or unexpected orebody formations (like unforeseen faults); risks and hazards associated with mining; natural phenomena, such as inclement weather conditions, water availability, floods, and earthquakes; suspension of operations; and unexpected labour shortages, strikes, local community opposition or blockades. Failure to achieve the estimated guidance could have an adverse impact on the Company’s future cash flows, business, ability to fund expansions or new projects, results of operations, financial condition, and share price.
The Company may be subject to the exclusive jurisdiction of foreign courts, which would impact investors’ ability to enforce legal rights. In addition, uncertainty in government agency interpretation or court interpretation and application of laws and regulations could result in unintended non-compliance.
The Company’s operating assets are owned by subsidiaries that are organized under the laws of foreign jurisdictions and certain of the Company’s directors, management and personnel are located in foreign jurisdictions, and as a result investors may have difficulty in effecting service of process within Canada and collecting from or enforcing against the Company, or its directors and officers, any judgments issued by the Canadian courts or Canadian securities regulatory authorities which are predicated on the civil liability provisions of Canadian securities legislation or other laws of Canada. Similarly, in the event a dispute arises in connection with the Company’s foreign operations, the Company may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdiction of courts in Canada.
The courts in some of the foreign jurisdictions in which the Company operates may offer less certainty as to the judicial outcome of legal proceedings or a more protracted judicial process than is the case in more established economies. Operating in emerging markets can increase the risk that contractual and/or mineral rights may be disregarded or unilaterally altered. Businesses can become involved in lengthy court cases over simple issues when rulings are not clearly defined, and the poor drafting of laws and excessive delays in the legal process for resolving issues or disputes compound such problems. In addition, there may be limited or no relevant case law providing guidance on how courts would interpret such laws and the application of such laws to the Company’s contracts, joint ventures, licenses, license applications or other legal arrangements. Accordingly, there can be no assurance that contracts, joint ventures, licenses, license applications or other legal arrangements will not be adversely affected by the actions of government authorities and the effectiveness of and enforcement of such arrangements in these jurisdictions. Moreover, the commitment of local businesses, government officials and agencies and the judicial system in these jurisdictions to abide by legal requirements and negotiated agreements may be more uncertain and may be susceptible to revision or cancellation, and legal redress may be uncertain or delayed. These uncertainties and delays could have a material adverse effect on the Company’s business and operational results.
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The Company is exposed to risks relating to tailings and waste management that may adversely impact the business and its reputation.
The mining and milling processes generate waste rock and tailings, and the disposal of these materials is subject to substantial regulation and involve significant environmental risks. Tailings are a common by-product of the mining process, consisting of the processed rock or soil left over from the separation of the commodities of value from the rock or soil within which they occur. Tailings are commonly in the form of a slurry of fine silt and sand sized particles and water. Tailings are managed in specially engineered facilities that are planned, designed, constructed, operated, decommissioned, and closed in such a manner that all structures are stable, and all aspects conform with national or state legislative and regulatory requirements, Company standards, accepted international practices and commitments to stakeholders. While the Company employs a comprehensive approach to tailings management and has committed to the Global Industry Standard on Tailings Management, there can be no guarantee that a tailings incident will not occur.
In Brazil, regulatory requirements for tailings facility management and reporting have steadily increased in the past several years and have required the Chapada Mine to continue to adapt its practices and procedures to ensure legal and regulatory compliance. In some cases, regulations can be ambiguous or subject to varying interpretations, some of which may not be consistent with the views of government regulatory bodies or the court’s interpretation of them. While the Company is taking steps to avoid potential discrepancies or divergence in interpretation of its legal and regulatory requirements, there remains a risk of legal or administrative action being taken against it which may have a material adverse impact on the Company.
Waste rock dumps and tailings facilities may also be subject to ground movements or deteriorating ground conditions, natural weathering, the generation and release of acid rock drainage affecting water quality, extraordinary weather or earthquake events resulting in structural instability or overflow, all of which could require that deposition activities be suspended or altered. The tailings facility infrastructure, including pipelines, pumps, liners, etc. may fail or rupture. The occurrence of such an event may result in environmental release, extended business interruption, damage, or harm to third parties, regulatory fines and penalties, revocation or suspension of permits or licenses, material impact to cash flows, balance sheet, share price and reputational damage.
Environmental and regulatory authorities conduct periodic or annual inspections of the Company’s mines. As a result of these inspections, the Company is from time to time required to modify its waste and water management programs, complete additional monitoring work or take remedial actions with respect to the operations as it pertains to waste or water management. Liabilities resulting from non-compliance, damage, regulatory orders or demands, could adversely and materially affect the Company’s business, results of operations and financial condition. Moreover, in the event that the Company is deemed liable for any damage caused by a breach, failure or overflow, the Company’s losses or consequences of regulatory action might be significant and may not be covered by insurance policies.
Activist shareholders or proxy solicitation firms could advocate for changes to the Company’s corporate governance and operational practices, which could have an adverse effect on the Company’s reputation, business, and future operations.
In recent years, publicly-traded companies have been increasingly subject to demands from activist shareholders and proxy solicitation firms advocating for changes to corporate governance practices, such as executive compensation practices, environmental, social, and governance issues, Board composition, or for certain corporate actions or reorganizations. There can be no assurances that activist shareholders and proxy solicitation firms will not publicly advocate for the Company to make certain environmental, social, or governance changes or engage in certain corporate actions. Responding to challenges from activist shareholders, such as proxy contests, media campaigns or other activities and similar activities from proxy solicitation firms, could be costly and time consuming and could have an adverse effect on the Company’s reputation and divert the attention and resources of the Company’s management and Board, which could have an adverse effect on the Company’s business and results of operations. Even if the Company does undertake such environmental, social, or
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governance changes or corporate actions, activist shareholders and proxy solicitation firms may continue to promote or attempt to effect further changes. Activist shareholders may attempt to acquire control of the Company to implement such changes. If shareholder activists with differing objectives are elected to the Board, this could adversely affect the Company’s business and future operations. Additionally, shareholder activism could create uncertainty about the Company’s future strategic direction, resulting in loss of future business opportunities, which could adversely affect the Company’s business, future operations, profitability, and the Company’s ability to attract and retain qualified personnel.
The Company’s common shares are subject to risks relating to dilution.
The Company may issue additional securities to raise funds, to pay for acquisitions or for other reasons. The Company cannot predict the size of future issuances of securities or the effect, if any, that future issuances and sales of securities will have on the market price of common shares. Sales or issuances of substantial numbers of common shares, or the expectation that such sales could occur, may adversely affect prevailing market prices of the Company’s common shares. In connection with any issuance of common shares, investors will suffer dilution to their voting power and the Company may experience dilution in its earnings per share.
The nature of the Company’s business includes risks related to litigation and administrative proceedings that could materially adversely affect the Company’s business and financial performance.
The nature of the Company’s business exposes it to various litigation matters, including civil liability claims, environmental matters, health and safety matters, regulatory and administrative proceedings, governmental investigations, tort claims, allegations of discriminatory practices, harassment, unethical behavior, breach of human rights, contract disputes, labour matters and tax matters, among others. In addition, the Company may be subject to proceedings as a result of misconduct by its employees or third-party contractors, such as theft, bribery, sabotage, fraud, insider trading, violation of laws, slander or other illegal actions. All industries, including the mining industry, are subject to legal claims, with and without merit. The Company is currently involved in litigation and may become involved in legal disputes in the future. Defense and settlement costs associated with litigation can be substantial, even with respect to claims that are frivolous or have no merit. Due to the inherent uncertainty of the litigation process, the resolution of any particular legal proceeding may have a material adverse effect on the Company’s financial position or results of operations. Securities class action litigation is also becoming more prevalent and is often brought against companies following periods of volatility in the market price of their securities.
In December 2017, a class action was filed in Ontario against Lundin Mining and certain of its officers and directors and, in January 2018, a second overlapping action was filed in Quebec, both seeking damages and asserting various claims including alleged misrepresentations and/or failure to make timely disclosure of allegedly material information about Candelaria. The Company has been defending itself for approximately five years and expects a favourable resolution in 2023; however, the Company cannot guarantee the outcome of these proceedings. Further, the formation of the surficial sinkhole near the underground Alcaparrosa mine has resulted in fines from and administrative actions with regulatory bodies in Chile and litigation with third parties which may prove to be lengthy and expensive for the Company to address. The Company cannot predict the outcome of these pending or threatened proceedings or actions or any other litigation (see also “ Legal Proceedings and Regulatory Actions ” below). If the Company cannot resolve disputes favourably, or if there is significant reputational damage as a result of any real or frivolous claim, the Company may face increased costs or liabilities to third parties, impairment of assets, lost revenues and the Company’s activities and operations, financial condition, results of operations, future prospects and share price may be adversely affected.
There can be no assurance that dividends will continue to be paid in the future.
The Company commenced paying a regular quarterly dividend in 2017 and increased it in 2020 and 2021. In July 2021, the Company introduced a semi-annual variable performance dividend which, together with the regular base dividend, is designed to return to shareholders a minimum target of 40% of operating cash flow after capital
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investments, contingent payments, and distributions to partners. See “ Dividends and Distributions ” below. Payment of any future dividends will be at the discretion of the Board after taking into account many factors, including the Company’s operating results, financial condition, comparability of the dividend yield to peer companies and current and anticipated cash needs. For example, while the Company paid a semi-annual variable performance dividend in connection with its 2021 fiscal year, no semi-annual variable performance dividend has been declared since February 2022. With the closing of the acquisition of the Josemaria Project, the Company’s capital expenditure profile is likely to increase significantly during the development phase for the Josemaria Project, resulting in a reduced cash flow availability for the semi-annual variable performance dividend over the coming years. There can be no assurance that dividends will continue to be paid in the future or on the same terms as are currently paid by the Company.
The Company is exposed to counterparty and customer concentration risk.
The Company is exposed to various counterparty risks including, among others: financial institutions that hold the Company’s cash; companies that have payables to the Company, including concentrate customers; the Company’s insurance providers; the Company’s lenders and other banking counterparties; companies that have received deposits from the Company for the future delivery of equipment; third parties that have agreed to indemnify the Company upon the occurrence of certain events; and joint venture/operations partners.
The Company maintains relationships with various banking partners for its operating activities in the jurisdictions in which the Company operates. The Company’s access to funds under its credit facilities or other debt arrangements is dependent on the ability of the financial institutions that are counterparties to the facilities to meet their funding commitments. Default by financial institutions could require the Company to take measures to conserve cash until the markets stabilize or until alternative credit or other funding arrangements for the Company’s business needs can be obtained.
In addition, certain third parties have agreed to indemnify the Company for certain liabilities and obligations associated with, among other things, tax liabilities or certain representations and warranties made by those third parties in connection with certain acquisitions (including Yamana, in relation to the Company’s acquisition of the Chapada Mine in 2019). If any such third party is required to indemnify the Company and its subsidiaries for any substantial obligations, such third party may assert a position that it is not liable in the hopes of avoiding or delaying its indemnity obligations and/or it may not be able to satisfy such obligations when due. The Company may also be required to pursue costly and time-consuming legal action to obtain orders for payment. Any failure to indemnify could have a material adverse effect upon the Company.
The Company is also subject to customer counterparty risks and concentration risk associated with trade receivables. The Company transacts with credit-worthy customers to minimize credit risk and if necessary, employs pre-payment arrangements and the use of letters of credit, where appropriate, but cannot always be assured of the solvency of its customers over time. In addition, four customers represent a significant portion of the Company’s sales and are expected to continue to account for a significant portion of the Company’s sales in the future. The Company may be susceptible to an impact on financial returns as a result of the fact that its sales are concentrated on a limited number of customers and, in some cases, on a long-term contract basis. There is a risk that a customer reducing its overall purchases or otherwise seeking to materially change the terms of the business relationship at any time could adversely affect the Company’s business, financial condition, and operational results.
Asset values may be subject to impairment charges which may adversely affect the Company’s results of operations.
At least annually, or when events or circumstances indicate it is required, the Company undertakes a detailed review of the carrying values for its operating properties and an evaluation of the Company’s portfolio of development projects, exploration projects and other assets. The recoverability of the Company’s carrying values of these operating and development properties may be affected by a number of factors including, but not limited to, metal prices, foreign exchange rates, capital cost estimates, mine call factors, mining, processing and other
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operating costs, metallurgical characteristics of ore, mine design and timing of production. If carrying values of an asset or group of assets exceed estimated recoverable values, an impairment charge may be required to be recorded. For example, the Company carries a high value of mineral inventory in stockpiles at its Candelaria and Chapada mines. Should estimated costs rise and/or assumed metal prices fall sufficiently, the Company may be required to write down a significant portion of the value of those stockpiles. Any impairment estimates, which are based on applicable key assumptions and sensitivity analysis, are based on management’s best knowledge of the amounts, events or actions at such time, and the actual future outcomes may differ from any estimates that are provided by the Company. Any future impairment charges on the Company’s mineral projects may have an adverse effect on the Company’s results of operations and consequently the market price of the Company’s securities.
The Company is subject to risks associated with the use of derivatives.
From time to time, the Company may use certain derivative products as hedging instruments to manage the risks associated with changes in foreign currency exchange rates. The use of derivative instruments involves certain inherent risks including but not limited to: (i) credit risk – the risk that a counterparty may default on its payment and other obligations under its agreement with the Company; (ii) market liquidity risk – the risk that the Company has entered into a derivative position that cannot be closed out quickly, by either liquidating such derivative instrument or by establishing an offsetting position; and (iii) unrealized mark-to-market risk – the risk that, in respect of certain derivative products, an adverse change in currencies will result in the Company incurring an unrealized mark-to-market loss in respect of such derivative products. In 2022, the Company entered into currency hedges for BRL, CLP, € SEK and C$, which hedges currently cover a significant portion of the forecasted foreign currency denominated after-tax attributable operating and capital expenditures in 2023 and 2024. For further information on the derivative instruments used in the Company’s hedge programs, see the Company’s audited consolidated financial statements for the year ended December 31, 2022. In the event that any of the assumptions applied in entering into these derivative products is materially incorrect, the Company may experience a significant positive or negative movement in the value of these derivative instruments which could impact the Company’s financial performance and share price.
Adverse changes in the relationship between Lundin Mining and its employees and contractors may have a material adverse effect on its business, results of operations and financial condition.
Production at the Company’s mining operations is dependent upon the efforts of its employees and contractors and the Company’s operations would be adversely affected if it fails to maintain satisfactory labour relations. In addition, relations between the Company and its employees may be affected by changes in the scheme of labour relations that may be introduced by the relevant governmental authorities in whose jurisdictions the Company carries on business. A prolonged labour disruption by employees or suppliers at any of the Company’s mining operations or concentrate distribution channels could have an adverse effect on the Company’s ability to achieve its objectives with respect to such properties and its operations. Strikes or other disruptions occur. For example, in the fourth quarter of 2020, the Company’s operations at the Candelaria Mine were impacted for over 50 days by significant labour disruptions during collective bargaining negotiations resulting in considerable production impacts. There can be no assurance that future negotiations will be successful and may result in protests and/or labour actions which could be prolonged and could have an adverse effect on the Company’s results of operations.
Conflicts of interest and public association with other Lundin Group companies or
entities may directly or indirectly impact the Company.
Some of the directors, employees/officers and key advisors of the Company are also directors, employees/officers, key advisors, or shareholders of other companies that are similarly engaged in the business of acquiring, exploring, developing, and operating natural resource properties. Such associations may give rise to actual or perceived conflicts of interest from time to time. All directors, employees/officers and key advisors of the Company are required by law or professional standards to act honestly and in good faith and to disclose
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any actual and potential conflicts of interest they might have with the Company’s interests. Further, the Company has instituted processes to identify and address any such conflict of interest. Nevertheless, there is a risk that conflicts of interests may not always be fully or timely identified which could potentially result in adverse impacts on the Company.
The Company is publicly associated with the Lundin Group and Lundin Foundation. The Lundin Group is not a legal entity but, it is a collection of approximately a dozen individually managed public companies (including the Company) focused on the resource sector and in which the Lundin family trust has varying degrees of direct or indirect share ownership or other interests. The Lundin Foundation is a Canadian registered non-profit organization that is supported by the Lundin Group of companies (including the Company) and is focused on working collaboratively with communities and corporate partners to create lasting economic opportunities in underserved communities. Lundin Mining does not have any control or authority over or liability for Lundin Foundation or any other member company of the Lundin Group. Nevertheless, the public association may create a degree of confusion in the mind of suppliers, governments, the investing public, and other stakeholders which may result in adverse impacts on the Company and its interests.
The Company has a significant shareholder and its interests may not always align
with those of other shareholders.
Nemesia, Lorito and Zebra are companies controlled by a trust settled by the late Adolf H. Lundin, and collectively own approximately 14.9% of the Company’s common shares. These companies directly or indirectly own interests in other resource extraction companies, including mining companies located in close proximity to Lundin Mining’s operations in Chile and Argentina. The Company cannot control Nemesia, Lorito and Zebra, and their interests may differ from those of other shareholders. Further, as long as these shareholders maintains their current ownership interest in the Company, they may be able to exert influence over matters that are to be determined by votes of the holders of common shares.
Exchange rate fluctuations may adversely affect the Company’s costs.
Currency fluctuations may affect the Company’s costs and may affect its operating results and cash flows. Copper, zinc, gold, and nickel are each sold principally in U.S. dollars, but a portion of the Company’s operating expenses are incurred in local currencies, such as BRL, CLP, EUR and SEK. Appreciation of certain non-U.S. dollar currencies against the U.S. dollar would increase the costs of production at most of the Company’s mines, making such mines less profitable and may negatively impact the Company’s results of operations. The Company regularly reviews its exposure to currency price volatility as part of its financial risk management efforts.
In 2022, the Company entered into hedges for certain of its major operating currencies for a portion of its anticipated local currency after-tax attributable operating and capital expenditures for 2023 and, at a lower level, for 2024. There can be no assurance that these hedging activities will not cause the Company to experience less favourable economic outcomes than the Company would have experienced if it had no hedges in place. Accordingly, foreign currency fluctuations may adversely affect the Company’s operating results and financial position. See “ Risks and Uncertainties – The Company is subject to risks associated with the use of derivatives ”.
Any challenges or defects in title or termination of mining or exploitation concessions to the Company’s properties could have a material and adverse effect on the Company’s cash flow, results of operations and financial condition.
The validity of mining or exploitation claims, which constitute most of the Company’s property holdings, can be uncertain, may be contested, and title insurance is generally not available. Each sovereign state is generally the sole authority able to grant mineral property rights, and the ability to ensure that the Company has obtained secure title to individual mineral properties or mining concessions may be severely constrained. The Company has not conducted surveys of all the claims in which it holds direct or indirect interests and, therefore, the precise area and location of such claims may be in doubt. The Company can provide no assurances that there are no title defects affecting its properties. Although the Company has attempted to acquire satisfactory title to its properties,
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these properties may be subject to prior unregistered agreements, transfers or claims, and title may be affected by, among other things, undetected defects (particularly title to undeveloped properties).
Under the laws of the jurisdictions where the Company’s operations, development projects and prospects are located, Mineral Resources belong to the state and governmental concessions are required to explore for, and exploit, Mineral Reserves. The Company holds mining, exploration, and other related concessions in each of the jurisdictions where it is operating and where it is carrying on development projects and prospects. The concessions held by the Company in respect of its operations, development projects and prospects may be terminated under certain circumstances, including where minimum activity/production levels are not achieved by the Company (or a corresponding penalty is not paid) if certain fees are not paid or if environmental and safety standards are not met.
In certain jurisdictions in which the Company operates, there are certain restrictions on the ownership of land by foreign beneficial owners. For example, in Brazil, there are limitations on the amount of rural land that can be held by foreign beneficial owners and these restrictions apply at both the individual and aggregate level across all foreign beneficial owners on a municipality-by-municipality basis. These restrictions require the Company to enter into contractual land holding relationships based on broad use rights and sufficiently long durations (typically 30+ years) that allow for the Company to conduct its business. These contractual relationships provide less title security than fee simple (or absolute) ownership, complicate lender security arrangements and are more likely to be prone to legal challenge (particularly in the event that the contractual counterparty passes away or otherwise transfers the property).
Any challenges, disputes, or termination of any one or more of the Company’s mining, exploration or other concessions, property holdings or titles could have a material adverse effect on the Company’s financial condition or results of operations.
The Company’s internal controls cannot provide absolute assurances as to the
reliability of financial reporting.
Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Disclosure controls and procedures are designed to ensure that material information required to be disclosed by a company in reports filed with securities regulatory agencies is recorded, processed, summarized, and reported on a timely basis and is accumulated and communicated to a company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The Company has invested resources to automate, document, analyze and test its system of disclosure controls and procedures and its internal control over financial reporting. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance with respect to the reliability of financial reporting.
The Company is subject to laws in various jurisdictions and failure, or alleged failure, to comply with such laws, or any changes in such laws could adversely affect its operational results.
The Company has mining operations in Brazil, Chile, Portugal, Sweden and the United States and a development project in Argentina. Accordingly, the Company’s mining, processing, development, and mineral exploration activities are subject to various political, economic, and social uncertainties, and local laws and regulations governing prospecting, development, production, royalties, taxes, climate change, labour standards and occupational health, mine safety, toxic substances, land use, water use, land claims of local and indigenous people and other matters. Non-compliance with applicable laws, regulations and permitting requirements (including allegations of such) may result in civil litigation, administrative or criminal sanctions or regulatory enforcement actions, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed or causing the withdrawal of mining licenses, and the imposition of corrective measures requiring material capital expenditure or remedial action resulting in materially increased costs of compliance, reputational
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damage and potentially impaired ability to secure future approvals and permits. For example, at the Chapada Mine, numerous historical permits, some of which had expired or were otherwise subject to certain compliance risks or irregularities, are now part of a legislated corrective process that would consolidate these historical permits into a single Unification License. This regularization process and/or any change in the regulatory staff overseeing it may impact or delay the Company’s ability to obtain the Unification License or other permits and/or trigger investigations or other actions by applicable government regulators which could result in the imposition of sanctions, fines, penalties, or additional requirements (such as a renewed, broader environmental impact assessment process).
The Company’s operations are governed by, and involve interactions with, many levels of government in numerous countries which raises corruption risk. The Company, its employees, officers, directors, contractors, and third-party agents are required to adhere to policies governing ethical business conduct and practices, which include compliance with anti-corruption and anti-bribery laws, including the Canadian Corruption of Foreign Public Officials Act and the U.S. Foreign Corrupt Practices Act , as well as similar laws in the countries in which the Company conducts business. Furthermore, the Company, its employees, officers, directors, contractors, and third-party agents may be subject to investigations and allegations with respect to anti-corruption and anti-bribery matters, as well as theft, sabotage, fraud, insider trading, violation of laws, slander, or other illegal actions. In 2021, the Company was joined into an investigation in Chile related to certain payments and social funding commitments made by the Company’s Chilean operating subsidiary pursuant to separate settlement and community development agreements agreed to with the local municipality during the pendency of the Company’s 2015 environmental permit review and approval process. While the Company continues to contest these allegations, any investigation or allegation of wrongdoing involving the Company, its employees, officers, directors, contractors, and third-party agents, even if without merit or unfounded, may have an adverse effect on the Company’s reputation or the results of its operations.
No assurance can be given that new laws, rules, or regulations will not be enacted or that existing laws, rules, or regulations will not be applied in a manner which could limit or curtail production or development or otherwise adversely affect the Company’s costs of operations and financial results.
The Company is exposed to risk from the threat of infectious diseases or outbreaks of viruses.
Global markets may be adversely impacted by emerging infectious diseases and/or the threat of outbreaks of viruses, other contagions or epidemic diseases, as most recently seen during the COVID-19 pandemic. The speed and extent of the spread of an infectious disease and the duration and intensity of resulting business disruption and related financial and social impact, may be uncertain, and such adverse effects may be material. In addition, there may not be an adequate or effective response to emerging or sustained outbreaks of infectious diseases and governments may impose strict emergency measures in response to the threat or existence of an infectious disease. Significant outbreaks, like COVID-19, could result in a widespread crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn which could adversely affect the Company’s business and the market price of the Company’s common shares.
A number of concentrate products include varying amounts of minor elements that are subject to increasing environmental regulation, which may expose the Company to higher smelter treatment charges, penalties or limit the Company’s ability to sell certain products.
The Company’s customer smelters are subject to increasingly stringent environmental regulation which could adversely affect their ability to treat concentrates from certain of the Company’s operations. The nature of the ore mined by the Company changes as different parts of an orebody are accessed. This may result in higher levels of minor elements which may negatively impact the marketability of the Company’s concentrate. The Company relies on customer smelters to process its concentrates into metals for sale. The Company may be required to pay higher smelter treatment charges or specific penalties relating to minor elements present in its concentrates,
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it may incur additional costs to blend certain products, or it may not be able to sell certain products in certain jurisdictions, depending on the regulatory environment.
Dividends and Distributions
The Company’s dividend policy is currently comprised of (i) a regular cash base dividend paid on a quarterly basis and (ii) a semi-annual variable performance dividend, and subject to declaration by the Board of Directors. The dividend policy is designed to return to shareholders a minimum target of 40% of operating cash flow after capital investments, contingent payments and distributions to partners. The declaration, timing, amount and payment of all dividends (i.e., the regular base dividend and semi-annual variable performance dividend) remain at the discretion of the Board.
The Company has been paying dividends to its shareholders since 2017 commencing with the inaugural quarterly cash base dividend of C$0.03 per common share which was declared in February 2017 (C$0.12 per common share annually). Since then, the Company has increased its quarterly cash base dividend three times to the current amount of C$0.09 per share (C$0.36 per common share annually), marking a total aggregate increase of 200% over 5 years.
The Company paid an aggregate cash base dividend of C$0.16 per common share in four equal installments in 2020.
In July 2021, the Company announced the inaugural semi-annual variable performance dividend of C$0.09 per common share. This semi-annual variable performance dividend, which related to the Company’s performance during the first half of 2021, was paid in the third quarter of the same year. Accordingly, in 2021, the Company paid aggregate cash base and variable performance dividends of C$0.39 per common share in five installments (C$0.30 per common share in base dividends paid in four installments and C$0.09 per common share as a variable performance dividend in a single installment).
In 2022, the Company paid aggregate cash base and variable performance dividends of C$0.47 per common share in six installments (C$0.36 per common share in base dividends paid in four equal installments and C$0.11 per common share as a variable performance dividend in the first half of 2022). No semi-annual variable performance dividend has been declared since February 2022 and, with the closing of the acquisition of the Josemaria Project, the Company’s capital expenditure profile is likely to increase significantly during the development phase for Josemaria Project, resulting in a reduced cash flow availability for the performance dividend over the coming years.
Based on, among other things, the Company’s current and projected liquidity profile (including anticipated capital investments, contingent payments and distributions to partners), the Board of Directors reviews the regular cash base dividend on a quarterly basis and reviews the semi-annual variable performance dividend in connection with the approval of the Company’s second quarter and year-end results.
Description of Capital Structure
As at December 31, 2022, the authorized share capital of the Company consisted of an unlimited number of common shares without nominal or par value of which 770,746,531 common shares were issued and outstanding, and one special share without nominal or par value. The special share is not issued and outstanding at this time.
The holders of common shares are entitled to receive notice of and attend all meetings of shareholders with each common share entitling the holder to one vote on any resolution to be passed at such shareholder meetings. The holders of common shares are entitled to dividends if, as and when declared by the Board of Directors.
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The common shares are entitled, upon liquidation, dissolution or winding up of the Company, to receive the remaining assets of the Company available for distribution to shareholders.
The special share is a non-voting share and the holder thereof is not entitled to receive notice of or attend any meeting of the shareholders of the Company or to vote at any such meeting. The special share is redeemable at the option of either the Company or the holder at an amount determined by the Board of Directors prior to or concurrently with the issuance of the special share (the “ Redemption Amount ”). The holder of the special share is entitled to receive, in priority to the common shares, a fixed, non-cumulative, preferential dividend at the rate of 8% per annum on the Redemption Amount. The holder of the special share is entitled, upon liquidation, dissolution or winding up of the Company, to receive from the assets of the Company a sum equivalent to the Redemption Amount before any amount is paid or any property or assets of the Company are distributed to holders of common shares or shares of any other class ranking junior to the special share. No dividend or other payment or distribution by the Company may be made if such payment or distribution would result in the net realizable value of the Company’s assets being less than the Redemption Amount.
Market for Securities
Exchange Listings
The common shares of the Company are listed and posted for trading on the TSX under the symbol LUN and are listed on the Nasdaq Stockholm Exchange under the symbol LUMI.
Trading Price and Volume
The following table provides information as to the price ranges and volume traded by month during the year ended December 31, 2022 on the TSX.
| Month | High (C$) | Low (C$) | Volume |
|---|---|---|---|
| January 2022 | 11.20 | 9.78 | 42,353,375 |
| February 2022 | 12.40 | 10.48 | 38,842,177 |
| March 2022 | 13.42 | 11.42 | 40,839,187 |
| April 2022 | 14.00 | 11.21 | 43,379,802 |
| May 2022 | 11.79 | 9.59 | 54,360,099 |
| June 2022 | 11.49 | 7.93 | 47,480,442 |
| July 2022 | 8.15 | 6.73 | 58,077,239 |
| August 2022 | 7.53 | 6.57 | 102,668,252 |
| September 2022 | 7.57 | 6.24 | 92,988,811 |
| October 2022 | 7.84 | 6.33 | 57,998,123 |
| November 2022 | 8.50 | 7.22 | 90,321,192 |
| December 2022 | 8.95 | 8.14 | 80,022,429 |
Directors and Officers
Name, Address, Occupation and Security Holding of Directors and Officers
The Board of Directors currently comprises eight directors whose term of office will expire at the Company’s annual shareholders’ meeting scheduled to be held on or about May 11, 2023. Each director holds office until the next Annual Meeting of Shareholders or until his/her successor is duly elected unless his/her office is earlier vacated in accordance with the by-laws of the Company. The names, provinces and countries of residence of each of the directors and executive officers of the Company as at the date of this AIF, their respective positions and
Annual Information Form (for the year ended December 31, 2022)
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offices held with the Company, their principal occupations within the preceding five years and the number of securities of the Company owned by them as at the date of this AIF are set forth in the table below.
| Name, residence and | Principal occupations for last five years | Served as | Number of |
|---|---|---|---|
| current position(s) | director | securities | |
| held in the Company | since | beneficially | |
| owned, or | |||
| controlled or | |||
| directed | |||
| Adam I. Lundin | Chair and Director of the Company since | May 12, | 567,934 |
| British Columbia, | May 12, 2022. Former President, CEO and director of | 2022 | common |
| Canada | Josemaria Resources. Former President and CEO, | shares | |
| Chair and Director | and current Chairman of the Board of Filo Mining | ||
| Corp. Chair or director of a number of public or | |||
| private resource-based companies. | |||
| C. Ashley Heppenstall | A director of Aker BP ASA, International Petroleum | May 11, | 856,574 |
| London, United | Corporation, Lundin Gold Inc. and Orrön Energy AB. | 2020 | common |
| Kingdom | A former director of a number of public or private | shares | |
| Lead Director | resource-based companies. | ||
| Donald K. Charter | A director of Dream Office Real Estate Investment | October 31, | 82,424 |
| Ontario, Canada | Trust and International Petroleum Corp. A former | 2006 | common |
| Director | director of a number of public or private companies. | shares | |
| Juliana L. Lam | Chartered Professional Accountant (CPA, CA) and | March 23, | 37,300 |
| Ontario, Canada | director of Major Drilling Group International Inc. A | 2022 | common |
| Director | former director of a number of public companies. | shares | |
| Former Executive Vice-President and Chief Operating | |||
| Officer of the Chartered Professional Accountants of | |||
| Ontario. | |||
| Dale C. Peniuk | Chartered Professional Accountant (CPA, CA) and | October 31, | 50,000 |
| British Columbia, | director of Argonaut Gold Inc., Kuya Silver | 2006 | common |
| Canada | Corporation and MAG Silver Corp. A former director | shares | |
| Director | of a number of public resource-based companies. | ||
| Peter Rockandel | Chief Executive Officer of the Company since | January 1, | 127,000 |
| Ontario, Canada | November 1, 2021, previously Senior Vice President, | 2022 | common |
| Chief Executive Officer | Corporate Development and Investor Relations of | shares | |
| and Director | the Company since September 5, 2018. Former | ||
| Managing Director, Investment Banking at GMP | |||
| Securities from September 2017 to August 2018. | |||
| Catherine J. G. Stefan | Chartered Professional Accountant (CPA, CA) and a | May 8, 2015 | 68,000 |
| Ontario, Canada | former director of a number of public resource- | common | |
| Director | based companies. | shares | |
| Natasha Vaz | Executive Vice President & Chief Operating Officer – | August 1, | nil |
| Ontario, Canada | Ontario, Australia & Mexico of Agnico Eagle Mines | 2022 | common |
| Director | Limited. Former Chief Operating Officer, Senior Vice | shares | |
| President, Technical Services and Innovation of | |||
| Kirkland Lake Gold Ltd. Chair of the Board of | |||
| Directors of the Ontario Mining Association. |
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| Name, residence and | Principal occupations for last five years | Served as | Number of |
|---|---|---|---|
| current position(s) | director | securities | |
| held in the Company | since | beneficially | |
| owned, or | |||
| controlled or | |||
| directed | |||
| Patrick Boitumelo | Senior Vice President, Technical Services & Growth | N/A | nil |
| Ontario, Canada | since February 1, 2022. Former Head of Atlantic | common | |
| Senior Vice President, | Operations for Base Metals at Vale Base Metals. | shares | |
| Technical Services & | Former President & COO of Diavik Diamond Mines in | ||
| Growth | Yellowknife. | ||
| David Dicaire | Senior Vice President, Josemaria Project since | N/A | nil |
| British Columbia, | August 1, 2022. Former Vice President, Projects at | common | |
| Canada | Lundin Gold Inc. | shares | |
| Senior Vice President, | |||
| Josemaria Project | |||
| Andrew Hastings | Senior Vice President and General Counsel of the | N/A | 35,465 |
| Ontario, Canada | Company since February 27, 2019. | common | |
| Senior Vice President and | Vice-President, Joint Venture Governance (May 2018 | shares | |
| General Counsel | to February 2019), Vice President and Senior Counsel | ||
| (June 2015 to April 2018) of Barrick Gold Corporation. | |||
| Annie Laurenson | Corporate Secretary of the Company since April | N/A | 10,457 |
| Ontario, Canada | 2018; Assistant Corporate Secretary of the Company | common | |
| Director, Governance and | from March 2017 to April 2018. | shares | |
| Corporate Secretary | |||
| Jack O. Lundin | President of the Company since December 6, 2022. | N/A | 196,763 |
| British Columbia, | Former director of the Company from | common | |
| Canada | February 18, 2021 to December 6, 2022. Director of | shares | |
| President | Lundin Gold Inc. and Bluestone Resources Inc. | ||
| Former CEO of Bluestone Resources Inc. | |||
| Kristen Mariuzza | Senior Vice President, Sustainability, Health and | N/A | nil |
| Michigan, USA | Safety of the Company since August 1, 2022, | common | |
| Senior Vice President, | previously Vice President, Environment and Social | shares | |
| Sustainability, Health and | Performance and Managing Director of the | ||
| Safety | Company’s Eagle Mine. | ||
| Juan Andrés Morel | Senior Vice President and Chief Operating Officer of | N/A | nil |
| Santiago, Chile | the Company since August 1, 2022. Former General | common | |
| Senior Vice President and | Manager, Mine Operations of BHP’s Escondida | shares | |
| Chief Operating Officer | operation in Chile and former Chief Operations | ||
| Officer of Austral Gold Ltd. | |||
| Teitur Poulsen | Senior Vice President and Chief Financial Officer of | N/A | 60,000 |
| British Columbia, | the Company since September 1, 2022. Former CFO | common | |
| Canada | of Lundin Energy S.A. | shares | |
| Senior Vice President and | |||
| Chief Financial Officer | |||
| Ciara Talbot | Vice President, Exploration of the Company since | N/A | 36,515 |
| Ontario, Canada | March 1, 2018; Director, Exploration (and various | common | |
| Vice President, | other senior exploration roles) of the Company from | shares | |
| Exploration | September 1, 2012 to February 1, 2018. |
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Certain directors and officers of the Company have other business interests and do not devote all of their time to the affairs of the Company. See “ Conflicts of Interest ” below.
The directors and officers of the Company, as a group, beneficially own, or control or direct, directly or indirectly, a total of 2,128,432 common shares, representing approximately 0.3% of the number of common shares of the Company issued and outstanding as of the date of this AIF.
There are currently four standing committees of the Board of Directors. These committees are the Audit Committee, the Corporate Governance and Nominating Committee, the Safety and Sustainability Committee and the Human Resources/Compensation Committee. The following table identifies the members of each of the standing Committees as of the date of the AIF.
| Audit Committee | Human Resources/ | Corporate | Safety and |
|---|---|---|---|
| Compensation | Governance and | Sustainability | |
| Committee | Nominating | Committee | |
| Committee | |||
| Dale C. Peniuk | Donald K. Charter | Catherine J. G. Stefan | Donald K. Charter |
| (Chair) | (Chair) | (Chair) | (Chair) |
| Catherine J. G. Stefan | C. Ashley Heppenstall | C. Ashley Heppenstall | Adam Lundin |
| Juliana L. Lam | Dale C. Peniuk | Dale C. Peniuk | Natasha Vaz |
In the fourth quarter of 2022, two ad hoc advisory committees were formed by the Board: (1) Josemaria Board Advisory Committee to support the Board in its oversight of the Josemaria Project; and (2) special director search committee to support Board succession and renewal processes.
Cease Trade Orders, Bankruptcies, Penalties or Sanctions
No director or executive officer of the Company is, as at the date of this AIF, or was within 10 years before the date of this AIF, a director, chief executive officer or chief financial officer of any company (including Lundin Mining), that:
-
(a) was subject to an Order that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer, or
-
(b) was subject to an Order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.
No director or executive officer of the Company, or a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company:
-
(a) is, as at the date of this AIF, or has been within the 10 years before the date of this AIF, a director or executive officer of any company (including Lundin Mining) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or
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(b) has, within the 10 years before the date of this AIF, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any
Annual Information Form (for the year ended December 31, 2022)
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proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder.
No director or executive officer of the Company, or a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company, has been subject to:
-
(c) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
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(d) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.
The foregoing information, not being within the knowledge of the Company, has been furnished by the respective directors, officers and controlling shareholders of the Company individually.
Conflicts of Interest
The Company’s directors and officers (or future directors and officers) may serve as directors or officers of other companies or have significant shareholdings in other resource companies, including other public companies within the Lundin Group of companies. See “ Risks and Uncertainties – Conflicts of interest and public association with other Lundin Group companies or entities may directly or indirectly impact the Company ”. To the extent that the Company proposes to enter into a transaction with any such companies, the directors of the Company may have a conflict of interest in negotiating or approving any such transaction. Any decision made by any of such directors and officer will be made in accordance with their duties and obligations to deal fairly and in good faith with a view to the best interests of the Company. In the event that such a conflict of interest arises at a meeting of the Company’s directors, a director who has such a conflict will disclose their interests and abstain from voting for or against the approval of such transaction or the terms of such transaction.
In accordance with the laws of Canada, the directors of the Company are required to act honestly, in good faith and in the best interests of the Company. The directors and officers of the Company are aware of the existence of laws governing the accountability of directors and officers for corporate opportunity and requiring disclosure by the directors and officers of conflicts of interest and the Company will rely upon such laws in respect of any directors’ and officers’ conflicts of interest or in respect of any breaches of duty by any of its directors and officers. All such conflicts will be disclosed by such directors or officers in accordance with the CBCA and they will govern themselves in respect thereof to the best of their ability in accordance with the obligations imposed upon them by law.
For example, the Arrangement Agreement was unanimously approved by the Board of Directors of each of Lundin Mining and Josemaria Resources, excluding: (i) in the case of Lundin Mining, Messrs. Ashley Heppenstall, Lukas Lundin and Jack Lundin who were recused from the considerations of the Josemaria Transaction and abstained from voting on the Josemaria Transaction as Mr. Heppenstall, a director of Lundin Mining, was also a director of Josemaria Resources and Messrs. Jack Lundin and Lukas Lundin were, at the time of the transaction, a director and the Chair of Lundin Mining (respectively) and were strategic advisors of Josemaria Resources; and (ii) in the case of Josemaria Resources, Mr. Ashley Heppenstall.
Other than as disclosed herein, the directors and officers of the Company are not aware of any existing or potential conflicts of interest in any existing or contemplated contracts with or transactions involving the Company.
Annual Information Form (for the year ended December 31, 2022)
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Audit Committee
Overview
The Audit Committee of the Board of Directors oversees the accounting and financial reporting processes of the Company and its subsidiaries and all external audits and interim reviews of the financial statements of the Company, on behalf of the Board, and has general responsibility for oversight of internal controls, and accounting and auditing activities of the Company and its subsidiaries. The Audit Committee also has a significant role in risk management including (1) reviewing the Company’s financial risk management programs (such as material commodity, currency or interest rate hedging), treasury reports and policies, as applicable; (2) together with the Safety and Sustainability Committee, reviewing with management (i) the effectiveness of the Company’s procedures with respect to risk identification, assessment and management; (ii) the Company’s major risk exposures and the steps management has taken to monitor and control such exposures; and (iii) the effect of relevant regulatory initiatives and trends; and (3) overseeing the Company’s information and operating technology systems and associated cybersecurity program. All auditing services and non-audit services to be provided to the Company by the Company’s auditors are pre-approved by the Audit Committee. The Audit Committee reviews, on a regular basis, any reports prepared by the Company’s external auditors relating to the Company’s accounting policies and procedures, as well as internal control procedures and systems. The Audit Committee is also responsible for reviewing all financial information, including annual and quarterly financial statements, MD&A and press releases regarding earnings, prepared for securities commissions and similar regulatory bodies, and recommending approval thereof to the Board, prior to public dissemination or delivery of the same. The Audit Committee also oversees the work of the external auditor on the annual audit process, the quarterly review engagements, the Company’s internal accounting controls, the Company’s policies and practices with respect to information systems and cybersecurity, the resolution of issues identified by the Company’s external auditors, the Company’s Whistleblower Policy, any complaints and concerns regarding any known or suspected accounting, financial or auditing irregularities or, in conjunction with the Corporate Governance and Nominating Committee, any known or suspected violations of the Company’s Code of Conduct. The Audit Committee recommends to the Board annually the firm of independent auditors to be nominated for appointment by the shareholders at the annual general meeting of shareholders and approves the compensation of such external auditor.
Audit Committee Mandate
The Board of Directors has adopted the Mandate which sets out the Audit Committee’s purpose, procedures, organization, powers, roles and responsibilities. The complete Mandate is attached as Schedule B to this AIF.
Composition of the Audit Committee
Below are the details of each Audit Committee member, including their name, whether they are independent and financially literate as such terms are defined under NI 52-110 and their education and experience as it relates to the performance of their duties as an Audit Committee member. The qualifications and independence of each member is discussed below.
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| Member Name | Independent(1) | Financially | Education and Experience Relevant to Performance |
|---|---|---|---|
| Literate(2) | of Audit Committee Duties | ||
| Dale C. Peniuk | Yes | Yes | Mr. Peniuk is a Chartered Professional Accountant (CPA, |
| (Chair) | CA) and holds a B.Comm. (Accounting and Management | ||
| Information Systems) from University of British |
|||
| Columbia. He was formerly an audit/assurance partner | |||
| of KPMG LLP, Chartered Accountants and led KPMG | |||
| Vancouver’s Mining industry practice. In addition to | |||
| Lundin Mining, he is presently a director and Audit | |||
| Committee Chair of Argonaut Gold Inc., Kuya Silver | |||
| Corporation and MAG Silver Corp. and has been the | |||
| audit committee chair of a number of other reporting | |||
| issuers since 2006. Mr. Peniuk is the designated | |||
| financial expert on the Audit Committee. | |||
| Catherine J. G. | Yes | Yes | Ms. Stefan is a Chartered Professional Accountant (CPA, |
| Stefan | CA) and has a B. Comm. from University of Toronto. She | ||
| held the position of Chief Operating Officer, O&Y | |||
| Properties Inc., President of Stefan & Associates, and | |||
| Managing Partner of Tivona Capital Corporation. She is | |||
| a former Board Chair and Chair of the Audit Committee | |||
| of Denison Mines Corp. | |||
| Juliana L. Lam | Yes | Yes | Ms. Lam is a Chartered Professional Accountant (CPA, |
| CA) and holds an MBA from the Ivey Business School, | |||
| University of Western Ontario. She held a number of | |||
| executive and finance leadership positions in private | |||
| and publicly traded companies including Executive Vice- | |||
| President and Chief Operating Officer of Chartered | |||
| Professional Accountants of Ontario, Executive Vice- | |||
| President and Chief Financial Officer of Uranium One | |||
| Inc., Senior Vice-President, Finance at Kinross Gold | |||
| Corporation, and Chief Financial Officer at Nexans | |||
| Canada Inc. |
(1) A member of an audit committee is independent if the member has no direct or indirect material relationship with the Company which could, in the view of the Board of Directors, reasonably interfere with the exercise of a member’s independent judgment, or is otherwise deemed to have a material relationship pursuant to NI 52-110.
(2) An individual is financially literate if they have the ability to read and understand a set of financial statements that present a breadth of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues and can reasonably be expected to be raised by the Company’s financial statements.
Audit Committee Oversight
Since the commencement of the Company’s most recently completed financial year, there has not been a recommendation of the Audit Committee to nominate or compensate an external auditor which was not adopted by the Board of Directors.
Pre-Approval Policies and Procedures
All audit and non-audit services performed by the external auditor are pre-approved by the Audit Committee.
Annual Information Form (for the year ended December 31, 2022)
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External Auditor Service Fees
The following table discloses the fees billed to the Company by its external auditors during the financial years ended December 31, 2022 and 2021. Services billed in C$, ARS, BLR, CLP, € or SEK were translated using average exchange rates that prevailed during 2022 and 2021.
| Fiscal Year Ending | Audit Fees(1) | Audit-Related | Tax Fees(3) | All Other |
|---|---|---|---|---|
| Fees(2) | Fees(4) | |||
| December 31, 2022 | $1,232,296 | $4,649 | $21,868 | $175,939 |
| December 31,2021 | $1,438,355 | $7,000 | $64,546 | $5,384 |
(1) Audit fees represent fees billed by the Company’s auditors for audit services.
(2) Audit-related fees represent fees billed for assurance and related services by the Company’s auditors that are reasonably related to the performance of the audit or review of the Company’s financial statements and not disclosed in the Audit Fees column.
(3) Tax fees represent fees billed for professional services rendered by the Company’s auditor for tax compliance, tax advice and tax planning.
(4) All other fees represent fees billed for products and services provided by the Company’s auditors other than services reported under clauses (1), (2) and (3) above.
Legal Proceedings and Regulatory Actions
Legal Proceedings
Lundin Mining and its subsidiaries are, from time to time, involved in various claims, legal proceedings, investigations and complaints arising in the ordinary course of business. The results of these pending or threatened proceedings cannot be predicted with certainty. Other than as disclosed below, to the best of the Company’s knowledge, the Company is not and was not, during the year ended December 31, 2022, a party to any legal proceedings which may be material, nor is any of its property, nor was any of its property during the year ended December 31, 2022, the subject of any such legal proceedings and as at the date hereof, no such legal proceedings are known to be contemplated.
Canadian Securities Class Action
Two proposed class actions were filed against Lundin Mining and certain officers and directors. The first, in the province of Ontario, on December 7, 2017 ( Markowich v. Lundin Mining Corporation et al ) and a second overlapping action in the Province of Québec on January 18, 2018 ( Prévreau v. Lundin Mining Corporation et al ). Both proposed class actions seek damages of C$175 million (approximately $130 million) and punitive damages of C$10 million (approximately $7 million) and assert various statutory and other claims related to, among other things, alleged misrepresentations and/or failure to make timely disclosure of material information about the Company’s business and operations and, in particular, the operations of the Candelaria Mine and a rock slide at the Candelaria Mine on October 31, 2017. The proposed Ontario class action asserts claims on behalf of a putative class comprising persons who acquired securities of the Company between October 25, 2017, and November 29, 2017, whereas the proposed Québec class action asserts claims on behalf of only such persons who are resident or domiciled in Québec. In June 2018, counsel to the plaintiffs in the Québec action agreed to a stay (i.e., indefinite cessation) of that proceeding in light of the Ontario action. On August 30, 2018, the Québec Superior Court, on consent of the parties, stayed the Québec action indefinitely. On September 2, 2020, the plaintiffs in the Ontario class action filed their Leave application and motion for certification with the Ontario Superior Court of Justice. The application and motion hearing took place in December 2021. On January 6, 2022, the Ontario Superior Court of Justice denied the leave application and declined the motion for certification and subsequently ordered costs of approximately C$700,000 be paid to the Company. The plaintiffs have appealed the court’s decision, which appeal was heard on October 25, 2022 with a decision expected in the first quarter of 2023.
Annual Information Form (for the year ended December 31, 2022)
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Regulatory Actions
No penalties or sanctions were imposed against the Company by a court relating to securities legislation or by a securities regulatory authority during the year ended December 31, 2022, nor were there any other penalties or sanctions imposed by a court or regulatory body against the Company that would likely be considered important to a reasonable investor in making an investment decision, nor were any settlement agreements entered into by the Company before a court relating to securities legislation or with a securities regulatory authority during the year ended December 31, 2022.
Interest of Management and Others in Material Transactions
Except as set out below, to the best of the Company’s knowledge, none of the directors or executive officers of the Company, nor any person or company that beneficially owns, controls or directs, directly or indirectly, more than 10% of any class or series of outstanding voting securities of the Company, nor any associate or affiliate of any of the foregoing persons, has or has had any material interest, direct or indirect, in any transaction within the three most recently completed financial years or during the current financial year that has materially affected or is reasonably expected to materially affect the Company.
On April 28, 2022, the Company completed the acquisition of all of the issued and outstanding shares of Josemaria Resources pursuant to a plan of arrangement under the CBCA. Under the terms of the transaction, Josemaria Resources shareholders were provided with the right to elect to receive (i) 0.1487 of a common share of Lundin Mining per Josemaria Resources common share plus C$0.11 for each whole Lundin Mining share issued to such shareholder, or (ii) C$1.60 in cash for each Josemaria Resources common share, or (iii) any combination thereof, subject to pro-ration based on a total maximum cash consideration of approximately C$184.5 million and a total maximum of approximately 40 million Lundin Mining shares. Pursuant to the acquisition, Lundin Mining paid an aggregate of $144.4 million in cash and issued 40,031,936 common shares to Josemaria Resources shareholders.
By virtue of their shareholdings and positions with Lundin Mining and Josemaria Resources prior to the completion of the Josemaria transaction, each of Lorito, Zebra, Messrs. Ashley Heppenstall, Lukas Lundin and Jack Lundin (collectively, the “ Interested Parties ”) may have been considered to have had an interest in the transaction. Pursuant to the Josemaria transaction, the Interested Parties received an aggregate of approximately 17.8 million Lundin Mining shares and $77.5 million in cash in consideration for their Josemaria Resources shares and 201,800 Lundin Mining replacement options in exchange for their Josemaria Resources stock options, as applicable, all in accordance with the terms of the plan of arrangement. Mr. Adam Lundin, who was President, CEO and a director of Josemaria Resources, and is Chair of the Board but was not a director of Lundin Mining during the course of the Josemaria transaction, received an aggregate of approximately 46,000 Lundin Mining shares and $209K in cash in consideration for his Josemaria Resources shares and 346,935 Lundin Mining replacement options in exchange for his Josemaria Resources stock options in accordance with the terms of the plan of arrangement.
The issuance of the consideration pursuant to the Josemaria transaction, including to the Interested Parties, was unanimously approved by the Company’s Board of Directors as then constituted (excluding Messrs. Ashley Heppenstall, Lukas Lundin and Jack Lundin who abstained from voting for conflict of interests reasons). The Lundin Mining special committee unanimously recommended that the Board of Directors approve the Josemaria transaction, including the issuance of the consideration to the Interested Parties. The Lundin Mining special committee was comprised of three independent directors of Lundin Mining who were also independent of Josemaria Resources and Lorito and Zebra.
Annual Information Form (for the year ended December 31, 2022)
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Transfer Agents and Registrars
The transfer agent and registrar for the common shares of the Company is Computershare Investor Services Inc. at its principal offices in Toronto, Ontario.
Material Contracts
The only material contracts entered into by the Company, other than those entered into in the ordinary course of business, within the most recently completed financial year, or before the most recently completed financial year but are still in effect, are set forth below. Copies of these material contracts are available under the Company’s SEDAR profile at www.sedar.com.
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(a) Candelaria Stream Agreement. On October 6, 2014 (and as amended on November 4, 2016, June 20, 2017 and August 27, 2020), the Company, LMC Bermuda Ltd., Franco-Nevada and Franco-Nevada (Barbados) Corporation entered into the Candelaria Stream Agreement to sell to Franco-Nevada a gold and silver stream from Candelaria for an upfront deposit of $648 million, subject to expected post-closing adjustments. In addition to the upfront deposit, Franco-Nevada will make ongoing payments upon delivery of the stream. The stream covers 68% of the payable gold and silver from the Candelaria Mine which reduces to 40% after 720,000 ounces of gold and 12 million ounces of silver have been delivered to Franco-Nevada.
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(b) Chapada Purchase Agreement. The Chapada Purchase Agreement, whereby Lundin Mining acquired a 100% ownership stake in Mineração Maracá Indústria e Comércio S/A, which owns the Chapada Mine from Yamana. Total cash consideration paid by the Company was $783 million. Contingent consideration includes a 2.0% NSR royalty on future gold production from the Suruca gold deposit (which was subsequently disposed of by Yamana and now held by Sandstorm) and $100 million on potential construction of a pyrite roaster. In addition, the Company is responsible for contingent consideration of up to $125 million over five years ($75 million of which has already been paid) if certain gold price thresholds are met.
-
(c) Credit Agreement. The Credit Agreement with respect to the secured revolving $1.75 billion Credit Facility, which bears interest on US dollar denominated drawn funds at rates of Term SOFR+CSA+1.45% to Term SOFR+CSA+2.50% depending upon the Company’s net leverage ratio. See “ General Development of the Business – Three Year History – 2022 ”.
Interests of Experts
The Qualified Persons who have reviewed and approved the scientific and technical information or the Mineral Reserve and Mineral Resource estimates during the year ended December 31, 2022 for the Company’s material properties or who have authored portions of the Technical Reports disclosed in this AIF are as follows:
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Candelaria Report : Glen Cole, P.Geo., Benny Zhang, P.Eng., Souvik Banerjee, P.Geo., Adrian Dance, P.Eng., Colleen MacDougall, P.Eng., and Cameron Scott, P.Eng., of SRK Consulting (Canada) Inc.;
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Chapada Report : Chester Moore, P.Eng., Hugo Miranda, ChMc(RM) and Andrew Hampton, P.Eng., of Roscoe Postle Associates Inc, and David Ritchie, P.Eng, of SLR Consulting;
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Eagle Report : Curtis Clarke, MMSA QP, PE, Brian Thomas, P.Geo., Stephan Blaho, P.Eng., James McDonald, P.Geo., Ibrahim Karajeh, P.Eng. and Ewald Pengel, P.Eng. of WSP Canada Inc., Devin Castendyk, PG and Jason Obermeyer of WSP USA Inc.;
Annual Information Form (for the year ended December 31, 2022)
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Josemaria Report : Bob McCarthy, P.Eng., Neil Winkelmann, FAusIMM, Andy Thomas, P.Eng. and Cameron Scott, P.Eng., of SRK Consulting (Canada) Inc.; Marcel Bittel, P.Eng. and Brian Johnston, P.Eng., of Fluor Canada Ltd.; Daniel Ruane, P.Eng., of Knight Piésold Ltd.; James Gray, P.Geo., of Advantage Geoservices Ltd.; Fionnuala Devine, P.Geo., of Merlin Geosciences Inc.; and Jeffrey Austin, P.Eng., of International Metallurgical and Environmental Inc.;
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Neves-Corvo Report : Richard Ellis, CGeol., EurGeol, FGS, Philip King, ARSM, C.Eng., FIMMM, Stuart Richardson, C.Eng., MIMMM, and Alison Allen, C.Env., FIMMM, MIEMA, MIEEM, and Phil Newall, C.Eng., FIMMM, of Wardell Armstrong International Ltd.;
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Mineral Reserve estimates : Arkadius Tarigan, P.Eng., Director, Reserves and Mine Planning of Lundin Mining;
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Mineral Resource estimates : Cole Mooney, P.Geo., Director, Resource Geology of Lundin Mining; and
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General : All other scientific and technical information in this AIF has been reviewed and approved by Arman Barha, P.Eng., Vice President, Technical Services of Lundin Mining.
Each of the aforementioned persons is a Qualified Person under NI 43-101. Each of the aforementioned firms or persons held less than 1% of the outstanding securities of the same class of the Company or of any associate or affiliate of the Company when such expert prepared the Technical Reports or the Mineral Resource or Mineral Reserve estimates referred to, and held less than 1% of the outstanding securities of the same class of the Company following the preparation of such reports or data.
None of the aforementioned firms or persons, nor any directors, officers or employees of such firms, are currently expected to be elected, appointed or employed as a director, officer or employee of the Company or of any associate or affiliate of the Company, other than Messrs. Barha, Tarigan and Mooney, each of whom is currently employed by Lundin Mining or one of its subsidiaries.
The Company’s independent auditors, PricewaterhouseCoopers LLP, Chartered Professional Accountants, Licensed Public Accountants, issued an independent auditor’s report dated February 22, 2023 in respect of the Company’s annual consolidated financial statements as at December 31, 2022 and December 31, 2021 and for each of the years then ended. PricewaterhouseCoopers LLP has advised that they are independent with respect to the Company within the meaning of the Chartered Professional Accountants of Ontario, CPA Code of Professional Conduct.
Additional Information
Additional information regarding the Company is available on SEDAR at www.sedar.com. Additional information, including directors’ and officers’ remuneration and indebtedness, principal holders of the Company’s securities, and securities authorized for issuance under equity compensation plans is contained in the Company’s management information circular for the year ended December 31, 2021 and dated March 25, 2022 prepared in connection with the annual meeting of shareholders held on May 12, 2022.
The Company’s management information circular for the year ended December 31, 2022 will be prepared and filed in connection with its annual meeting of shareholders, which is expected to be held on or about May 11, 2023. Additional financial information is provided in the Company’s annual consolidated financial statements for the years ended December 31, 2022 and 2021, together with the auditors’ report thereon and the notes thereto, and MD&A for the year ended December 31, 2022.
Annual Information Form (for the year ended December 31, 2022)
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SCHEDULE A: Mineral Resource and Mineral Reserve Estimates
Mineral Resource Estimates – December 31, 2022[1]
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Grade Contained Metal
Lundin
Site Category 000's Cu Zn Pb Au Ag Ni Cu Zn Pb Au Ag Ni Mining
Tonnes % % % g/t g/t % kt kt kt Koz Koz kt Interest
Candelaria Measured 442,494 0.44 0.10 1.55 1,947 1,423 22,051 80%
Open Pit Indicated 35,579 0.28 0.07 1.12 100 80 1,281 80%
M&I 478,073 0.43 0.10 1.52 2,047 1,503 23,332 80%
Inferred 5,556 0.23 0.05 0.82 13 9 146 80%
Candelaria Measured 35,696 0.40 0.08 0.36 143 92 413 80%
La Espanola Indicated 53,066 0.38 0.07 0.37 202 119 631 80%
M&I 88,762 0.39 0.07 0.37 344 211 1,044 80%
Inferred 81,774 0.30 0.05 0.28 245 131 736 80%
Candelaria Measured 178,354 0.84 0.19 3.56 1,504 1,077 20,430 80%
Underground Indicated 238,212 0.78 0.17 3.12 1,848 1,316 23,867 80%
M&I 416,566 0.80 0.18 3.31 3,352 2,393 44,296 80%
Inferred 38,373 0.75 0.17 2.44 288 208 3,011 80%
Candelaria Measured 77,830 0.28 0.09 1.47 220 214 3,686 80%
Stockpile Indicated 80%
M&I 77,830 0.28 0.09 1.47 220 214 3,686 80%
Inferred 80%
Ojos del Salado Measured 92,319 0.90 0.19 1.39 828 566 4,117 80%
Underground Indicated 78,701 0.82 0.18 1.64 646 448 4,145 80%
M&I 171,020 0.86 0.18 1.50 1,474 1,014 8,262 80%
Inferred 23,880 0.88 0.18 2.18 209 136 1,677 80%
Ojos del Salado Measured 146 1.06 0.23 2.47 2 1 12 80%
Stockpile Indicated 80%
M&I 146 1.06 0.23 2.47 2 1 12 80%
Inferred 80%
Chapada Measured 513,443 0.25 0.12 1,269 2,015 100%
Open Pit Indicated 458,473 0.21 0.11 986 1,679 100%
M&I 971,917 0.23 0.12 2,255 3,694 100%
Inferred 66,279 0.22 0.08 146 175 100%
Chapada Measured 129,220 0.18 0.11 234 460 100%
Stockpile Indicated 100%
M&I 129,220 0.18 0.11 234 460 100%
Inferred 100%
Suruca Measured 12,737 0.42 170 100%
Gold Indicated 134,780 0.54 2,324 100%
M&I 147,517 0.53 2,494 100%
Inferred 12,565 0.48 194 100%
Sauva Measured 100%
Indicated 178,966 0.32 0.20 578 1,135 100%
M&I 178,966 0.32 0.20 578 1,135 100%
Inferred 70,819 0.26 0.12 187 283 100%
Eagle Measured 357 1.82 0.16 10.71 2.23 7 2 123 8 100%
Indicated 3,498 1.40 0.15 5.58 1.84 49 17 628 65 100%
M&I 3,856 1.44 0.15 6.06 1.88 55 19 751 72 100%
Inferred 26 0.87 0.00 0.00 0.95 0 0 0 0 100%
Josemaria Measured 196,774 0.43 0.34 1.34 846 2,176 8,503 100%
Indicated 962,067 0.26 0.18 0.86 2,501 5,629 26,601 100%
M&I 1,158,841 0.29 0.21 0.90 3,348 7,806 35,104 100%
Inferred 704,158 0.19 0.10 0.82 1,338 2,309 18,609 100%
Neves-Corvo Measured 8,222 3.5 0.8 0.3 43 288 66 24 11,440 100%
Copper Indicated 47,811 2.0 0.8 0.3 44 971 386 165 67,383 100%
M&I 56,033 2.2 0.8 0.3 44 1,259 452 189 78,824 100%
Inferred 14,185 1.8 0.6 0.2 29 255 90 34 13,259 100%
Neves-Corvo Measured 9,615 0.3 7.7 1.7 66 32 745 165 20,412 100%
Zinc and Lead Indicated 55,486 0.3 6.7 1.4 60 186 3,693 751 106,895 100%
M&I 65,101 0.3 6.8 1.4 61 219 4,437 917 127,306 100%
Inferred 3,897 0.3 5.7 1.6 64 13 223 62 8,028 100%
Semblana Measured 100%
Indicated 100%
M&I 100%
Inferred 7,807 2.9 25 223 6,299 100%
Zinkgruvan Measured 6,084 8.2 3.2 69 500 193 13,497 100%
Zinc and Lead Indicated 11,680 8.0 3.4 69 939 399 25,911 100%
M&I 17,764 8.1 3.3 69 1,439 592 39,408 100%
Inferred 17,626 8.3 4.0 91 1,471 710 51,569 100%
Zinkgruvan Measured 3,274 2.2 34 71 3,579 100%
Copper Indicated 507 1.9 36 10 587 100%
M&I 3,781 2.1 34 81 4,133 100%
Inferred 261 1.7 27 4 227 100%
Lundin Mining's share 13,980 6,328 1,698 19,877 350,032 72
Note: totals may not summate correctly due to rounding (not including Inferred Resources)
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1 All estimates, with the exception of Josemaria and Suruca, are effective as at December 31, 2022. The Josemaria Mineral Resource estimates are effective as at July 10, 2020, and the Josemaria Mineral Reserve estimates are effective as at September 28, 2020. The Suruca Mineral Resource and Mineral Reserve estimates are effective as at June 30, 2019.
Annual Information Form (for the year ended December 31, 2022)
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Mineral Reserve Estimates – December 31, 2022[2]
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Grade Contained Metal
000's Cu Zn Pb Au Ag Ni Cu Zn Pb Au Ag Ni Lundin Mining
Site Category Tonnes % % % g/t g/t % kt kt kt Koz Koz kt Interest
Candelaria Proven 338,085 0.45 0.11 1.49 1,527 1,163 16,245 80%
Open Pit Probable 23,576 0.29 0.08 1.08 69 60 819 80%
Total 361,661 0.44 0.11 1.47 1,596 1,223 17,064 80%
Candelaria Proven 31,745 0.39 0.08 0.35 125 86 358 80%
La Espanola Probable 35,629 0.39 0.08 0.39 138 93 441 80%
Total 67,374 0.39 0.08 0.37 263 179 799 80%
Candelaria Proven 55,163 0.82 0.18 3.29 452 327 5,828 80%
Underground Probable 76,330 0.76 0.17 3.14 579 424 7,703 80%
Total 131,492 0.78 0.18 3.20 1,032 751 13,531 80%
Candelaria Proven 77,830 0.28 0.09 1.47 220 214 3,686 80%
Stockpile Probable 80%
Total 77,830 0.28 0.09 1.47 220 214 3,686 80%
Ojos del Salado Proven 9,755 0.88 0.21 2.05 86 65 644 80%
Underground Probable 7,039 0.89 0.20 2.05 63 46 463 80%
Total 16,795 0.88 0.21 2.05 148 111 1,107 80%
Ojos del Salado Proven 146 1.06 0.23 2.47 2 1 12 80%
Stockpile Probable 80%
Total 146 1.06 0.23 2.47 2 1 12 80%
Chapada Proven 360,865 0.25 0.14 906 1,606 100%
Open Pit Probable 165,614 0.23 0.11 378 587 100%
Total 526,479 0.24 0.13 1,284 2,192 100%
Chapada Proven 129,220 0.18 0.11 234 460 100%
Stockpile Probable 100%
Total 129,220 0.18 0.11 234 460 100%
Chapada Proven 11,454 0.42 154 100%
Suruca Gold Probable 53,741 0.53 908 100%
Total 65,195 0.51 1,062 100%
Eagle Proven 303 1.54 0.13 9.62 1.89 5 1 94 6 100%
Probable 3,127 1.25 0.13 5.14 1.62 39 13 517 51 100%
Total 3,430 1.28 0.13 5.54 1.64 44 14 610 56 100%
Josemaria Proven 196,774 0.43 0.34 1.33 837 2,143 8,430 100%
Probable 815,051 0.27 0.19 0.85 2,205 4,872 22,285 100%
Total 1,011,825 0.30 0.22 0.94 3,041 7,015 30,715 100%
Neves-Corvo Proven 3,095 3.2 0.6 0.2 33 99 19 5 3,254 100%
Copper Probable 18,112 1.9 0.6 0.2 33 339 117 42 19,390 100%
Total 21,207 2.1 0.6 0.2 33 438 135 47 22,644 100%
Neves-Corvo Proven 3,369 0.3 8.1 2.1 69 11 274 72 7,518 100%
Zinc and Lead Probable 18,930 0.3 7.4 1.6 62 62 1393 311 37,603 100%
Total 22,299 0.3 7.5 1.7 63 73 1667 383 45,121 100%
Zinkgruvan Proven 3,657 7.9 3.4 73 289 124 8,611 100%
Zinc and Lead Probable 5,646 8.0 3.2 66 450 182 11,986 100%
Total 9,304 7.9 3.3 69 739 306 20,596 100%
Zinkgruvan Proven 1,605 2.2 33 35 1,721 100%
Copper Probable 78 2.2 39 2 97 100%
Total 1,683 2.2 34 37 1,818 100%
Note: totals may not summate correctly due to rounding Lundin Mining's share 7,760 2,541 736 12,727 150,464 56
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Notes on Mineral Reserves and Mineral Resources
Mineral Resource and Mineral Reserve estimates are shown on a 100% basis and Lundin Mining’s share is reported reflecting 80% ownership of Candelaria. The Measured and Indicated Mineral Resource estimates are inclusive of those Mineral Resource estimates modified to produce the Mineral Reserve estimates. All estimates, with the exception of Josemaria and Suruca, are effective as at December 31, 2022. The Josemaria Mineral Resource estimates are effective as at July 10, 2020 and the Josemaria Mineral Reserve estimates are effective as at September 28, 2020. The Suruca Mineral Resource and Mineral Reserve estimates are effective as at June 30, 2019.
Reference herein to $ or USD is to United States dollars, CLP is to Chilean pesos, BRL is to Brazilian reais, EUR refers to euros, and SEK is to Swedish kronor. Mineral Reserves for all active mines have been estimated using metal prices of $3.35/lb copper, $1.15/lb zinc, $0.90/lb lead, $7.50/lb nickel and $1,600/oz gold. Exchange rates used were EUR/USD 1.25, USD/SEK 7.50, USD/CLP 700 and USD/BRL 5.00 for Mineral Reserve and Mineral Resource estimates. For the Suruca gold deposit Mineral Reserve, the metal prices used were $3.00/lb copper
2 All estimates, with the exception of Josemaria and Suruca, are effective as at December 31, 2022. The Josemaria Mineral Resource estimates are effective as at July 10, 2020, and the Josemaria Mineral Reserve estimates are effective as at September 28, 2020. The Suruca Mineral Resource and Mineral Reserve estimates are effective as at June 30, 2019.
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and $1,250/oz gold and an exchange rate of USD/BRL 3.95. For the Josemaria Mineral Reserve, the metal prices used were $3.00/lb copper, $1,500/oz gold and $18.00/oz silver.
Mineral Reserve estimates for all operations are prepared by or under the supervision of and verified by Mr. Arkadius Tarigan, P.Eng., Director, Reserves and Mine Planning of Lundin Mining and a Qualified Person. Mineral Resource estimates for all operations are prepared by or under the supervision of and verified by Mr. Cole Mooney, P.Geo., Director, Resource Geology of Lundin Mining and a Qualified Person. No limitations were imposed on their verification process.
Material Properties
Candelaria and Ojos del Salado
Candelaria and La Española open pit Mineral Resource estimates are reported within a conceptual pit shell based on metal prices of $4.02/lb copper and $1,600/oz gold with cut-off grades of 0.15% and 0.17% copper, respectively. Underground Mineral Resources are estimated at cut-off grades of 0.40% and 0.45% copper for Candelaria underground and Ojos del Salado, respectively. Mineral Reserves for the Candelaria open pit, Española open pit and underground for the Candelaria property are estimated at cut-off grades of 0.15%, 0.17% and 0.44% copper, respectively. Underground Mineral Reserves for the Santos mine at Ojos del Salado is estimated at a cut-off grade of 0.51% copper.
Chapada
The Chapada and Suruca copper-gold Mineral Resource estimates are reported within a conceptual pit shell based on metal prices of $4.02/lb copper and $1,800/oz gold and at open pit discard NSR cut-off grade of $4.72/t. For the Suruca gold only Mineral Resource estimates, cut-off grades of 0.16 g/t gold for oxides and 0.23 g/t for sulphides were used. Mineral Reserves for the Chapada open pit are estimated at metal prices of $3.35/lb copper and $1,600/oz gold and at open pit discard NSR cut-off grade of $4.72/t. For the Suruca gold only Mineral Reserve estimates cut-off grades of 0.19 g/t gold for oxides and 0.30 g/t for sulphides are used.
Eagle
The Eagle Mineral Resource and Mineral Reserve estimates are reported using NSR cut-offs of $138/t, $140/t and $156/t for Eagle, Upper Keel and Eagle East zones, respectively. The NSR is calculated on a recovered payable basis considering nickel, copper, cobalt, gold and PGM grades, metallurgical recoveries, prices and realization costs. The Eagle East Mineral Resources are estimated using metal prices for Eagle and Eagle East: $9.00/lb Ni, $4.02/lb Cu. The same metal prices used for Upper Keel except for nickel at $9.60/lb.
Josemaria
The Josemaria open pit Mineral Resource estimates are reported within a conceptual pit shell based on metal prices of $3.00/lb copper, $1,500/oz gold and $18.00/oz silver with a cut-off grade of 0.10% copper. Mineral Reserve estimates for Josemaria are estimated at cut-off NSR values ranging from $5.16/t to $5.22/t, based on metallurgical unit.
Neves-Corvo and Semblana
The copper Mineral Resource estimates are reported within geological volumes based on a nominal cut-off grade of 1.0% copper and the zinc Mineral Resource estimates are reported within geological volumes based on a nominal zinc cut-off grade of 4.5% zinc. The copper and zinc Mineral Reserve estimates have been calculated using variable NSR values ranging from EUR 44/t to EUR 60/t based on areas and mining methods. The NSR is calculated on a recovered payable basis considering copper, lead, zinc and silver grades, metallurgical recoveries, prices and realization costs.
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Other Properties
Zinkgruvan
The zinc Mineral Resources are estimated within optimized stope volumes, using a 3.5 m minimum mining width, based on an area dependent marginal NSR cut-off between SEK 515/t and SEK 710/t. The copper Mineral Resource estimates are reported within optimized stope volumes above a cut-off NSR values ranging from SEK 580/t to SEK 600/t. The zinc and copper Mineral Reserves are estimated at NSR cut-off values ranging from SEK 750/t to SEK 950/t NSR. The NSR is calculated on a recovered payable basis considering copper, lead, zinc and silver grades, metallurgical recoveries, prices and realization costs.
Saúva
The Saúva open pit Mineral Resource estimates are reported within a conceptual pit shell based on metal prices of $4.02/lb copper and $1,800/oz gold with a cut-off grade of 0.16% copper equivalent. Copper equivalency is based on metallurgical recoveries of 79% for copper and 68% for gold.
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SCHEDULE B: Audit Committee Mandate
MANDATE OF THE AUDIT COMMITTEE
A. PURPOSE
The purpose of the Audit Committee (the “ Committee ”) is to ensure that Lundin Mining Corporation’s (the “ Corporation ”) management has designed and implemented an effective system of internal financial controls, to review and report on the integrity of the consolidated financial statements of the Corporation and to review the Corporation’s compliance with regulatory and statutory requirements as they relate to financial statements, taxation matters and disclosure of material risks and facts.
The Committee’s function is one of oversight. The Corporation’s management is responsible for the preparation of financial statements in accordance with applicable accounting standards, laws and regulations and the Corporation’s external auditor is responsible for the audit or review of those financial statements, in accordance with applicable auditing and assurance standards, laws and regulations.
B. COMPOSITION, PROCEDURES AND ORGANIZATION
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The Committee shall consist of at least three members of the Board of Directors (the “ Board ”), all of whom shall be “independent”, as that term is defined in National Instrument 52-110, “Audit Committees”.
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All of the members of the Committee shall be “financially literate” (i.e. able to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation’s financial statements).
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At least one member of the Committee shall have accounting or related financial expertise (i.e. able to analyze and interpret a full set of financial statements, including the notes thereto, in accordance with generally accepted accounting principles).
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The Board, at its annual meeting held in conjunction with each annual general meeting of the shareholders, shall appoint the members of the Committee for the ensuing year. The Board may at any time remove or replace any member of the Committee and may fill any vacancy in the Committee.
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Unless the Board shall have appointed a Chair of the Committee or in the event of the absence of the Chair, the members of the Committee shall elect a Chair from among their number.
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The secretary of the Committee shall be designated from time to time from one of the members of the Committee or, failing that, shall be the Corporation’s Corporate Secretary, unless otherwise determined by the Committee.
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The quorum for meetings shall be a majority of the members of the Committee, present in person or by telephone or other telecommunication device that permits all persons participating in the meeting to speak and to hear each other.
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The Committee shall have access to such officers and employees of the Corporation and to the Corporation’s external auditors, and to such information respecting the Corporation, as it considers to be necessary or advisable in order to perform its duties and responsibilities.
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Meetings of the Committee shall be conducted as follows:
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(a) the Committee shall meet at least four times annually at such times and at such locations as may be requested by the Chair of the Committee. The external auditors or any member of the Committee may request a meeting of the Committee;
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(b) the external auditors shall receive notice of and have the right to attend all meetings of the Committee;
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(c) the Chair of the Committee shall be responsible for developing and setting the agenda for Committee meetings and determining the time and place of such meetings;
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(d) the following management representatives shall be invited to attend all meetings, except executive sessions and private sessions with the external auditors:
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(i) Chief Executive Officer; and
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(ii) Chief Financial Officer;
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(e) other management representatives shall be invited to attend as necessary; and
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(f) notice of the time and place of every meeting of the Committee shall be given in writing to each member of the Committee a reasonable time before the meeting.
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The internal auditors and the external auditors shall have a direct line of communication to the Committee through its Chair and may bypass management if deemed necessary. The Committee, through its Chair, may contact directly any employee in the Corporation as it deems necessary, and any employee may bring before the Committee any matter involving questionable, illegal or improper financial practices or transactions.
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The Committee shall have authority to engage independent counsel and other advisors as it determines necessary to carry out its duties, to set and pay the compensation for any advisors employed by the Audit Committee and to communicate directly with the internal and external auditors.
C.
DUTIES AND RESPONSIBILITIES
The Committee will act within the scope of its authority under this mandate and shall also deal with such matters as the Board may refer to it from time to time. The Committee is authorized to carry out the following duties and responsibilities:
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Overall duties and responsibilities
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(a) Assist the Board in the discharge of its responsibilities relating to the Corporation’s accounting principles, reporting practices and internal controls and its approval of the Corporation’s annual and quarterly consolidated financial statements;
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(b) Establish and maintain a direct line of communication with the Corporation’s internal and external auditors and assess their performance;
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(c) Ensure that management of the Corporation has designed, implemented and is maintaining an effective system of internal financial controls; and
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(d) Report regularly to the Board on the fulfilment of its duties and responsibilities.
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Duties and responsibilities related to the Corporation’s external auditors
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(a) Recommend to the Board a firm of external auditors to be engaged by the Corporation, and to verify the independence of such external auditors;
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(b) Review and approve the fee, scope and timing of the audit and other related services rendered by the external auditors;
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(c) Review the audit plan of the external auditors prior to the commencement of the audit;
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(d) Review with the external auditors, upon completion of their audit:
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(i) contents of their report;
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(ii) scope and quality of the audit work performed;
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(iii) adequacy of the Corporation’s financial and auditing personnel;
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(iv) co-operation received from the Corporation’s personnel during the audit; (v) internal resources used;
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(vi) significant transactions outside of the normal business of the Corporation;
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(vii) significant proposed adjustments and recommendations for improving internal accounting controls, accounting principles or management systems; and
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(viii) the non-audit services provided by the external auditors;
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(e) Discuss with the external auditors the quality and not just the acceptability of the Corporation’s accounting principles; and
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(f) Implement structures and procedures to ensure that the Committee meets the external auditors on a regular basis in the absence of management.
3.
Duties and responsibilities related to the Corporation’s internal auditors
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(a) Periodically review the internal audit function with respect to the organization, staffing and effectiveness of the internal audit department;
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(b) Review and approve the internal audit plan; and
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(c) Review significant internal audit findings and recommendations, and management’s response thereto.
4. Duties and responsibilities related to the Corporation’s internal control procedures
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(a) Review the appropriateness and effectiveness of the Corporation’s policies and business practices which impact on the financial integrity of the Corporation, including those relating to internal auditing, insurance, accounting, information services and systems and financial controls (including cybersecurity), management reporting and risk management;
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(b) Together with the Corporation’s Corporate Governance and Nominating Committee review compliance under the Corporation’s Code of Conduct, Ethical Values and Anti-Corruption Policy (including oversight of financial and accounting whistleblower reports);
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(c) Review any unresolved issues between management and the external auditors that could affect the financial reporting or internal controls of the Corporation; and
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- (d) Periodically review the Corporation’s financial and auditing procedures and the extent to which recommendations made by the internal audit staff or by the external auditors have been implemented.
5. Other duties and responsibilities
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(a) Review the Corporation’s quarterly statements of earnings, including the impact of unusual items and changes in accounting principles and estimates and report to the Board with respect thereto;
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(b) Review financial risk management programs (such as material commodity, currency or interest rate hedging) and the Corporation treasury reports and policies, as required;
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(c) Review and recommend to the Board for approval of the financial and, together with the Safety and Sustainability Committee (the “ SSC ”), the risk management sections of:
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(i) the annual report to shareholders;
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(ii) the annual information form;
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(iii) prospectuses; and
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(iv) other public reports requiring approval by the Board, and report to the Board with respect thereto;
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(d) Review regulatory filings and decisions as they relate to the Corporation’s consolidated financial statements;
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(e) Review the appropriateness of the policies and procedures used in the preparation of the Corporation’s consolidated financial statements and other required disclosure documents, and consider recommendations for any material change to such policies;
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(f) Review and report on the integrity of the Corporation’s consolidated financial statements;
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(g) Review the minutes of any audit or equivalent committee meeting of subsidiary companies;
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(h) Review with management, the external auditors and, if necessary, with legal counsel, any litigation, claim or other contingency, including tax assessments that could have a material effect upon the financial position or operating results of the Corporation and the manner in which such matters have been disclosed in the consolidated financial statements;
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(i) Review the Corporation’s compliance with regulatory and statutory requirements as they relate to financial statements, tax matters and disclosure of material facts;
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(j) Develop a calendar of activities to be undertaken by the Committee for each ensuing year and to submit the calendar in the appropriate format to the Board of Directors following each annual general meeting of shareholders;
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(k) Establish procedures for:
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(i) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters; and
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(ii) the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters;
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(l) In coordination with the SSC (as it relates to health, safety, environment, community, sustainability and climate change related risks), review with management and report to the Board:
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(i) the effectiveness of the Corporation’s procedures with respect to risk identification, assessment and management;
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(ii) the Corporation’s major risk exposures;
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(iii) the steps management has taken to monitor and control such exposures; and
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(iv) the effect of relevant regulatory initiatives and trends.
Approved: 22 February, 2023
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Corporate Office 150 King Street West, Suite 2200, P.O. Box 38, Toronto, ON M5H 1J9 Phone: +1 416 342 5560 Fax: +1 416 348 0303 lundinmining.com