NGEX MINERALS LTD.
2021 YEAR END REPORT
Management’s Discussion and Analysis
and
Consolidated Financial Statements
For the Twelve Months Ended December 31, 2021
(AUDITED)
NGEX MINERALS LTD.
MANAGEMENT’S DISCUSSION AND ANALYSIS
YEAR ENDED DECEMBER 31, 2021
(Amounts in Canadian Dollars unless otherwise indicated)
The following management’s discussion and analysis (“MD&A”) of NGEx Minerals Ltd. (“NGEx Minerals” or the
“Company”) should be read in conjunction with the consolidated financial statements for the year ended December
31, 2021 and related notes therein. The financial information in this MD&A is reported in Canadian dollars unless
otherwise indicated and is derived from the Company’s annual consolidated financial statements prepared in
accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting
Standards Board. The effective date of this MD&A is April 13, 2022. Additional information about the Company and
its business activities is available on SEDAR at www.sedar.com and the Company’s website www.ngexminerals.com.
NGEx Minerals was incorporated on February 21, 2019 under the Canada Business Corporations Act in connection
with a plan of arrangement to reorganize the business of Josemaria Resources Inc. (“Josemaria”), which was
completed on July 17, 2019 (the “Josemaria Arrangement”). Accordingly, certain comparative information presented
in this MD&A has been prepared on a continuity of interest basis of accounting, which requires that prior to July 17,
2019, the assets, liabilities and results of operations and cash flows of NGEx Minerals be on a ‘carve-out’ basis from
the consolidated financial statements and accounting records of Josemaria, in accordance with the financial reporting
framework specified in subsection 3.11(6) of National Instruments 52-107, Acceptable Accounting Principles and
Auditing Standards, for carve-out financial statements. As the carve-out entity did not operate as a separate legal
entity prior to July 17, 2019, the financial position, results of operations and cash flows do not necessarily reflect the
financial position, results of operations and cash flows had the carve-out entity operated as an independent entity
during the comparative periods presented.
Some of the statements in this MD&A are forward-looking statements that are subject to risk factors set out in the
cautionary note contained herein.
CORE BUSINESS
NGEx Minerals is a mineral exploration company with current exploration projects in Argentina and Chile. While the
Company currently holds copper-gold and gold projects in South America, going forward it may also consider other
jurisdictions and commodities with an emphasis on the quality and value-creation potential of each opportunity rather
than a strict commodity or geographic focus.
The Company’s current flagship asset is its Los Helados copper-gold deposit, located in Region III of Chile. The
Company is the majority partner and operator of the Los Helados Project, which is subject to a Joint Exploration
Agreement with its partner, Nippon Caserones Resources Co. Ltd. (“NCR”). NCR became the Company’s partner on
April 1, 2020 when Pan Pacific Copper (“PPC”) transferred its interest in Los Helados to NCR. NCR is a subsidiary of
JX Nippon Mining and Metals Corporation, a Tokyo-based mining and smelting company that also owns the Caserones
Mine, located approximately 15km from Los Helados.
The Company’s strategy is to create value for its shareholders through prudent management and deployment of its
capital resources, by expanding and increasing the quality of its mineral resources through successful exploration and
acquisitions and by advancing the engineering and other studies that are required to prepare its projects for eventual
development by the Company and its partners or by third parties. The overall objective is to position the Company
as a top tier mineral exploration-development investment opportunity.
The Company has a strong management team and board with extensive experience in the resource sector, particularly
in Chile and Argentina, where the Company’s current exploration projects are located. The board and management
team have an appropriate mix of geological, engineering, financial, and business skills to advance the Company’s
projects and to generate value for its shareholders.
1
The Company’s most recent Mineral Resource estimate for the Los Helados Project, with an effective date of April 26,
2019, is summarized in the following table:
Los Helados Mineral Resource (0.33% CuEq Cutoff)
Tonnage
Resource Grade
Contained Metal
Class
(million
tonnes)
Indicated
2,099
Inferred
827
Cu
(%)
0.38
0.32
Au
(g/t)
Ag
(g/t)
CuEq
(%)
0.15
0.10
1.37
1.32
0.48
0.39
Cu
(billion
lbs)
17.6
5.8
Au
(million
oz)
10.1
2.7
Ag
(million
oz)
92.5
35.1
The key assumptions, parameters, and methods used to estimate the mineral resources are contained in the 43-101
technical report for the project, entitled “Technical Report on the Los Helados Porphyry Copper-Gold Deposit, Chile”,
dated August 6, 2019 and authored by F. Devine, P.Geo., G. Zandonai, RMCMC, and G. Di Prisco, P.Geo. This report
is available on the Company’s website at www.ngexminerals.com or under the Company’s profile at www.sedar.com.
The Company’s common shares are listed on the TSX Venture Exchange under the symbol “NGEX”.
2021 OPERATING HIGHLIGHTS AND OUTLOOK
Focus Shifts Back on Los Helados Amid Strong Outlook for Copper
In September 2021, the Company received and released assay results from previously unsampled core that was drilled
at Los Helados in 2015. The core was collected from two geotechnical holes that were drilled into the high-grade core
of the deposit, and the assay results are highlighted by the following:
LHDHG02A, intersected 1,101m @ 0.70% copper equivalent (“CuEq”) (0.52% Cu, 0.28 g/t Au, 1.7 g/t Ag),
including a high-grade interval of 224m @ 1.04% CuEq (0.79% Cu, 0.37 g/t Au, 2.7 g/t Ag); and
LHDHG03, which returned 1,134m @ 0.79% CuEq (0.59% Cu, 0.30 g/t Au, 1.9 g/t Ag), including a high-grade
interval of 440m @ 1.03% CuEq (0.82% Cu, 0.31 g/t Au, 2.9 g/t Ag).
These results confirm the existence of high-grades over considerable lengths at Los Helados, serve as a reminder of
the global significance of Los Helados as one of the largest copper discoveries in the past decade, and validate the
Company’s improved understanding of the deposit’s geology, which was reinterpreted in 2020 as a result of a core
relogging program.
Following up on these assay results, the Company began preparations in late 2021 for a drill program at the project
to advance Los Helados amid a backdrop of strong copper market fundamentals. Drilling started in late January, 2022
and approximately 5,800 metres have been completed as of the date of this MD&A. Drilling is expected to continue
until the onset of winter weather in May. The current drill program includes a mix of infill holes, designed to convert
material within in the high-grade core of the Los Helados deposit from the Indicated category to Measured, and holes
designed to test areas where geological and geophysical modelling suggests potential for extensions of the high-grade
breccia zone. Initial assay results are still pending and will be released once received and analyzed by the Company.
2
The data generated from the current drill program at Los Helados, together with the revised geological model, will
form the basis for a future update to the Mineral Resource estimate. In turn, an updated Mineral Resource will enable
evaluation of alternate development scenarios for Los Helados, exploring optionality in scale of operations and mine
plan strategies, which may illustrate alternate strategies for realization of value on this asset. In addition, the drill
program will provide samples for additional detailed metallurgical testwork, which will allow for optimization of process
flowsheets and a better understanding of variability within the orebody.
Drill Program Launched at Valle Ancho; Seeks to Complete Earn-In
During the third quarter of 2021, the Company commenced its 2021/2022 field and drill program at the Valle Ancho
project, located in the Province of Catamarca, Argentina. The field program, which concluded in March 2022, completed
3,060 metres of diamond drilling in 8 holes.
To date complete results have been received from the initial two holes completed at the Nordin gold target, and are
highlighted by VADH001, returning 150m at 1.05 g/t Au from surface, and VADH002 intersecting 198m at 0.63 g/t Au
from surface, including 70m at 0.90 g/t Au. This mineralization occurs completely within oxidized rock and is
characterized by even grade distribution throughout the depth of each hole. Initial assessment and interpretation
suggest that the mineralization discovered in these two holes is consistent with the style of mineralization observed in
the neighbouring Maricunga Gold Belt in Chile.
The initial assay results are an encouraging first step and confirm the prospectivity of the exploration targets generated
by the Company’s earlier reconnaissance work at Valle Ancho. Additional drill holes completed during this 2021/2022
drill campaign include:
Five holes testing the La Quebrada target, a porphyry copper-gold target 15km southeast of Nordin, where
rock chip samples collected in 2019/2020 averaged 0.5 g/t Au and 0.2% Cu from oxided and leached rock,
and samples collected from structurally controlled zones in the area returning values of up to 8.57 g/t Au and
114 g/t Ag; and
One hole testing the Anomalia 4 target, which is located midway between Nordin and La Quebrada with
strongly anomalous gold values ranging from 0.5 g/t to 7.07 g/t and silver values up to 580 g/t.
Additional assay results from the recently completed drill campaign are pending and will be released once received
and analyzed by the Company.
The Company’s interest in the Valle Ancho project, comprised of the Valle Ancho and Interceptor properties, is held
through an option agreement with the Province of Catamarca, whereby it may earn a 100% interest in Valle Ancho,
by making US$8.0 million in total project expenditures by the end of 2022. As of the date of this MD&A, the Company
anticipates making the remaining earn-in expenditures prior by the required deadline with additional expenses related,
but not limited, to demobilization following the conclusion of the 2021/2022 field campaign, geochemical assay and
analysis of the remaining core collected during the program, and ongoing technical consultation with respect to, and
analysis of, the results of the Company’s first drill campaign at Valle Ancho, which may include developing preliminary
geological models and interpretations. The Company may also proceed with planning future exploration programs at
Valle Ancho, including identification and prioritization of potential drill targets.
3
$25 Million Private Placement
On November 1, 2021, the Company closed a non-brokered private placement, pursuant to which the Company sold
an aggregate of 31,250,000 common shares at a price of $0.80 per common share, generating aggregate gross
proceeds of $25.0 million (the “Financing”). Share issuance costs related to the Financing totaled $0.7 million, and
included professional fees, regulatory fees, and 5% finders’ fees payable in cash on approximately $13.3 million of the
gross proceeds from the Financing.
The common shares issued under the Financing were subject to a hold period, which expired on March 2, 2022.
Approximately $3.2 million of the net proceeds was used shortly after closing of the Financing to fully repay the
amounts drawn against a US$3 million credit facility, and the remaining net proceeds from the Financing have been,
and will continue to be, used towards furthering work programs in Chile and Argentina, as well as for general corporate
and working capital purposes.
Potential Impacts of COVID-19
The Company’s current plans are subject to certain risks and uncertainties, including, but not limited to, the ongoing
COVID-19 pandemic. As the Company continues to monitor developments with respect to COVID-19, both globally
and within its operating jurisdictions, it may implement changes to its business as may be deemed appropriate to
mitigate any potential impacts to its business and its employees, contractors, visitors, and stakeholders (collectively,
“Stakeholders”). Such changes may include, but are not limited to, temporary closures of the Company’s project sites
or offices, and deviations from the timing and nature of previous operating plans. Moreover, sustained COVID-19
outbreaks globally have resulted in operational and supply chain delays and disruption as a result of governmental
regulation and preventative measures being implemented worldwide, including in Argentina and Chile. The Company
could also be required to close, curtail or otherwise limit its operating activities as a result of the implementation of
any such governmental regulation or preventative measures in the jurisdictions in which the Company operates, or as
a result of sustained COVID-19 outbreaks at its project site or facilities. Any such closures or curtailments could have
an adverse impact on the business of the Company.
RESULTS FROM OPERATIONS
Year Ended
Net loss ($000’s)
Loss per share, basic and diluted ($)
Dec-21
Dec-20
Dec-191
5,457
0.04
5,893
0.05
5,307
0.04
Total assets ($000’s)
10,840
1 Amounts presented in the table relating to periods prior to July 17, 2019, the completion date of the Josemaria
Arrangement, have been prepared and presented in accordance with the continuity of interest basis of accounting.
25,733
5,378
NGEx Minerals is a junior exploration company and, as such, its net losses are largely driven by its exploration and
project investigation activities and there is no expectation of generating operating profits until it identifies and develops
a commercially viable mineral deposit.
Key financial results for the last eight quarters are provided in the table below.
4
Three Months Ended
Dec-21
Sep-21
Jun-21
Mar-21
Dec-20
Sep-20
Jun-20
Mar-20
Exploration costs ($000's)
3,518
1,390
Operating loss ($000’s)
4,188
1,863
Net loss ($000’s)
2,390
1,491
356
810
784
402
563
390
484
1,867
833
1,302
1,684
829
2,272
793
1,302
1,678
843
2,070
Net loss per share, basic and
diluted ($)
0.01
0.01
0.01
0.01
0.01
0.01
0.01
0.02
Due to the geographic location of the Company’s mineral properties, the Company’s business activities generally
fluctuate with the seasons, through increased exploration activities during the summer months in South America.
As a result, a general recurring trend is the increase in exploration expenditures, and therefore net losses, for the
fourth quarter and first quarter of a fiscal year, relative to the second and third quarters. In addition, other relevant
factors, such as the financial position of the Company, other corporate initiatives, as well as the type and scope
of planned exploration/project work, could affect the level of exploration activities and net loss in a particular
period.
NGEx Minerals incurred a net loss of $5.5 million for the year ended December 31, 2021 (2020: $5.9 million),
including an operating loss of $7.7 million (2020: $6.1 million). Exploration and project investigation costs are the
most significant expenditure category of the Company and for the year ended December 31, 2021 accounted for
approximately 74% of the operating loss (2020: 54%). This is reflective of the Company’s accounting policy to
expense its exploration costs through the consolidated statement of comprehensive loss, except for mineral
property option payments and mineral property acquisition costs, which are capitalized.
Exploration and project investigation costs for the year ended December 31, 2021 were $5.7 million (2020: $3.3
million). The increase for the year ended December 31, 2021 is primarily due to the Company’s commencement
of its 2021/2022 field and drill program at Valle Ancho and the additional work undertaken in late 2021 in
preparation for the 2021/2022 drill campaign at Los Helados, as discussed in the “2021 Operating Highlights”
section above. By comparison, during the year ended December 31, 2020, the Company only undertook an initial
reconnaissance program Valle Ancho between January and March 2020, and then did not pursue any significant
exploration work following the cessation of field activity in April 2020 as a result of COVID-19 and related travel
restrictions and safety concerns.
Excluding share-based compensation, administration costs for the year ended December 31, 2021 totaled $1.5
million (2020: $1.4 million). Share-based compensation, a non-cash cost, reflects the amortization of the estimated
fair value of options over their vesting period and is based to a large degree on the Company’s share price and its
volatility. The actual future value to the option holders may differ materially from these estimates as it depends
on the trading price of the Company’s shares if and when the options are exercised. In addition, as the granting
of options and their vesting is at the discretion of the Board, the related expense is unlikely to be uniform across
quarters or financial years. Administration costs, exclusive of share-based compensation costs, for the year ended
December 31, 2021 were higher than 2020 due primarily to an increase in compensation costs resulting from
severance payments and the general easing of COVID-19 restrictions, which led to increased travel, promotional
and general office support costs. These increases were partially offset by lower professional fees, as the Company
incurred higher legal fees in 2020 in connection with its then project generation initiatives.
For the year ended December 31, 2021 the Company recognized financing costs of $136,436 (2020: $26,238).
The increase is the result of the Company’s use of an unsecured US$3.0 million credit facility dated February 19,
2021 (the “2021 Facility”) from Zebra Holdings and Investments S.à.r.l (“Zebra”) and Lorito Holdings S.à.r.l. (“Lorito”)
to provide financial flexibility to fund ongoing exploration and for general corporate purposes up until the closing of
the Financing in November 2021.
5
Also, the Company recognized net monetary loss of $54,923 during the year ended December 31, 2021 (2020:
$6,022), in relation to the application of hyperinflationary accounting for the Company’s Argentine subsidiaries.
The monetary loss recognized is the result of changes in the Argentine price indices and changes to the Company’s
net monetary position during the year. Further discussion regarding the application of hyperinflationary accounting
has been provided in the notes to the consolidated financial statements.
From time to time, the Company acquires and transfers marketable securities as a mechanism to facilitate
intragroup funding transfers between its Canadian parent and its Argentine operating subsidiaries. During the year
ended December 31, 2021, the Company recognized a gain of $2,477,478 (2020: $270,198) on the use of
marketable securities for this purpose, which represents the net benefit of having used this funding mechanism
over traditional methods. The increase in the gain is the result of more funding provided to its Argentine
subsidiaries during the year ended December 31, 2021, compared to 2020, and an increase in the average spread
that the Company is able to achieve through this funding mechanism.
No tax recovery is recognized as a result of the nature of the Company’s activities and the lack of reasonably
expected taxable profits in the near term.
In other comprehensive income, the Company reported foreign currency translation losses of $686,032 for the
year ended December 31, 2021 (2020: gain of $62,413) on translation of subsidiary company accounts from their
functional currency to the Canadian dollar presentation currency. For the year ended December 31, 2021, the
foreign currency translation loss is primarily the result of fluctuations of the Canadian dollar relative to the Chilean
peso over the year. In addition, for the year ended December 31, 2021, the impacts of hyperinflation amounted
to a gain of $56,277 (2020: loss of $179,426) and consist of adjustments recognized on the continuing inflation
of opening non-monetary balances during the year and the ongoing translation of the Company’s Argentine
subsidiary into the Canadian dollar presentation currency.
LIQUIDITY AND CAPITAL RESOURCES
As at December 31, 2021, the Company had cash of $21.0 million and net working capital of $20.0 million, compared
to cash of $0.9 million and net working capital of $0.5 million as at December 31, 2020. The Company’s cash and net
working capital balance increased during the year ended December 31, 2021 due to the net proceeds generated by
the Financing, which have been partially offset by funds used in operations, including mineral property and surface
access rights payments, and for general corporate purposes.
The Company anticipates that it will deploy the majority of its treasury to fund ongoing work programs at Los Helados
in Chile and Valle Ancho in Argentina, to progress the Company’s business development efforts, as warranted, and
also to support general corporate and working capital purposes.
2021 Facility
The 2021 Facility was extended to the Company by Zebra and Lorito, companies controlled by a trust settled by the
late Adolf H. Lundin. Zebra and Lorito report their respective security holdings in the Company as joint actors, as the
term is defined by Canadian securities regulations, and are related parties of the Company by virtue of their combined
shareholding therein in excess of 20%.
As consideration for the 2021 Facility, Zebra and Lorito received 40,000 common shares upon execution thereof (the
“Commitment Shares”) and were entitled to receive an additional 600 common shares each month, for every
US$50,000 in principal outstanding, prorated accordingly for the number of days outstanding.
6
During the year ended December 31, 2021, the Company drew a total of US$2,550,000 against the 2021 Facility, and
the amount was fully repaid in November 2021 following the completion of the Financing. As at December 31, 2021,
no amount remained drawn or outstanding against the 2021 Facility, and it matured on February 19, 2022 with no
interest paid in cash during its term.
All common shares issued in conjunction with the 2021 Facility were subject to a four-month hold period under
applicable securities laws.
RELATED PARTY TRANSACTIONS
Under the normal course of operations, the Company may undertake transactions or hold balances with related parties.
Other than those related party transactions identified elsewhere in this MD&A, the Company also engages with
Josemaria and Filo Mining Corp. (“Filo Mining”), related parties by way of directors, officers and shareholders in
common, and MOAR Consulting Inc. (“MOAR”), an exploration consulting firm, of which a director of the Company is
the president.
Related party services
The Company has a cost sharing arrangement with Josemaria and Filo Mining. Under the terms of this arrangement,
the Company provides management, technical, administrative and/or financial services (collectively, “Management
Services”) to Josemaria and Filo Mining, and vice versa. In addition, the Company engages MOAR to provide exploration
consultation. These transactions were incurred in the normal course of operations, and are summarized as follows:
Management Services to Josemaria
Management Services to Filo Mining
Management Services from Josemaria
Management Services from Filo Mining
Exploration Consultation from MOAR
Related party balances
Year ended
December 31,
2020
139,906
500,101
(150,750)
(433,148)
(106,875)
2021
83,524
591,415
(42,058)
(549,787)
(57,000)
The amounts due from (to) related parties, and the components of the consolidated statement of financial position in
which they are included, are as follows:
Receivables and other assets
Receivables and other assets
Accounts payable and accrued liabilities
Accounts payable and accrued liabilities
Accounts payable and accrued liabilities
Related Party
December 31,
2021
December 31,
2020
Josemaria
Filo Mining
Josemaria
Filo Mining
MOAR
27,996
24,343
(1,667)
(15,113)
-
-
5,850
-
(11,752)
(14,125)
7
Key management compensation
The Company’s key management personnel have the authority and responsibility for overseeing, planning, directing
and controlling its activities and consist of the Board of Directors and members of the executive management team.
Total compensation expense for key management personnel, and the composition thereof, is as follows:
Salaries and other payments
Short-term employee benefits
Directors fees
Stock-based compensation
Severance
Year ended
December 31,
2020
2021
474,000
14,000
82,000
458,478
75,000
1,103,478
435,333
15,440
82,000
514,877
-
1,047,650
SIGNIFICANT ACCOUNTING POLICIES
The Company’s significant account policies are described in Note 3 the consolidated financial statements for the
year ended December 31, 2021, as filed on SEDAR at www.sedar.com.
New Accounting Pronouncements
The IASB and/or the IFRS Interpretations Committee have issued new standards, amendments, or interpretations
to existing standards, which were not yet in effect nor applied by the Company as at December 31, 2021, such
as:
IAS 16, Property, plant and equipment
IAS 16 has been amended to provide clarity with respect to the treatment of net proceeds generated from selling
any items produced while bringing an item of property, plant and equipment to the location and condition
necessary for it to be capable of operating in the manner intended by the entity. Specifically, the amendments
prohibit entities from deducting amounts resulting from the selling of items produced during this phase from the
cost of property, plant and equipment. Instead, an entity shall recognize such sales proceeds and related costs in
profit or loss.
The amendments to IAS 16 are effective for annual reporting periods beginning on or after January 1, 2022, and
are not expected to have an impact on the Company’s financial results for the year ending December 31, 2022.
There are no other IFRS standards or International Financial Reporting Interpretations Committee interpretations
that are not yet effective or early adopted that are expected to have any impact on the Company.
8
CRITICAL ACCOUNTING ESTIMATES
The preparation of the consolidated financial statements in accordance with IFRS, such as the underlying
consolidated financial statements for the year ended December 31, 2021, requires management to make
estimates, assumptions and judgements that affect the reported amounts of assets, liabilities and expenditures.
These estimates, assumptions and judgements are based on management’s best knowledge of the relevant facts
and circumstances taking into account previous experience. Actual results could differ and such differences could
be material. Estimates, assumptions and judgements are reviewed on an ongoing basis and are based on historical
experience and other facts and circumstances. Revisions to estimates, assumptions and judgements, and the
resulting effects on the carrying amounts of the Company’s assets and liabilities, are accounted for prospectively.
Information about estimates, assumptions, judgements and other sources of estimation uncertainty as at
December 31, 2021 that have a risk of resulting in a material adjustment to the carrying amounts of assets and
liabilities within the next year are provided below:
Valuation of mineral properties – The Company carries the acquisition costs of its mineral properties at cost
less any provision for impairment. At each reporting date, the Company reviews its mineral properties for indicators
of impairment, which requires the Company to exercise key judgements, including but not limited to, the
Company’s right to explore the mineral property, whether the Company has further plans or budgets for
substantive expenditures for the ongoing exploration and evaluation of the mineral property, the impact of
exploration and evaluation results to date with respect to the mineral property, and the likelihood that the carrying
value of the mineral property will be recovered in the future through development or sale of the asset. If indicators
of impairment are identified, the Company would further review the carrying values of the applicable mineral
properties to determine if their carrying values may exceed their fair value, which also requires the Company to
make significant judgments and estimates. The judgments and estimates mentioned above are subject to various
risks and uncertainties, which may ultimately have an effect on the expected recoverability of the carrying values
of the mineral properties.
The Company has determined that no indicators of impairment exist for its mineral properties as of December 31,
2021.
FINANCIAL INSTRUMENTS
The Company’s financial instruments consist of cash, receivables and other assets, trade payables and accrued
liabilities, amounts owing pursuant to the 2021 Facility, if any, and the amounts due to its exploration partner.
Other than for the amounts due to its exploration partner, the carrying values of the Company’s financial
instruments are considered to be reasonable approximations of fair value due to their short-term nature. For
amounts due to its exploration partner, the Company revalues the liability from time to time based on revisions to
the timing and amounts of expected future settlement, which the Company believes is a reasonable approximation
of fair value. Between revaluations, the liability is accreted.
As at December 31, 2021 the Company’s financial instruments are exposed to the following financial risks, including
credit, liquidity and currency risks:
(i) Credit risks associated with cash is mitigated by the Company’s practice of holding the majority of its
cash with a large Canadian financial institution that has been accorded a strong investment grade
rating by a primary rating agency.
(ii) Liquidity risks associated with the inability to meet obligations as they become due is minimized
through the management of its capital structure and by maintaining good relationships with significant
shareholders and creditors, such as Zebra and Lorito. The Company also closely monitors and reviews
its costs to date and actual cash flows on a monthly basis.
9
The maturities of the Company’s financial liabilities as at December 31, 2021 are as follows:
Total
Less than
1 year
1-5 years
More than
5 years
Accounts payable and
accrued liabilities
Due to exploration partner
Total
1,955,817
4,324,641
1,955,817
-
6,280,458
1,955,817
-
-
-
-
4,324,641
4,324,641
In accordance with the terms of a Joint Exploration Agreement between the Company and the partner,
NCR, the Company is required to fund NCR’s share of exploration expenditures related to the La Rioja
properties (the “Obligation”). The undiscounted value of the Obligation remained US$3.4 million as at
December 31, 2021, and has no defined timeline for settlement. The Obligation has been discounted
at an annual effective rate of 8%, and recorded at its present value having the Canadian dollar
equivalent of $393,719 at December 31, 2021. The figure provided in the preceding table represents
the Canadian dollar equivalent of the liability on an undiscounted basis.
(iii) Foreign currency risk can arise when the Company or its subsidiaries transact or have net financial
assets or liabilities which are denominated in currencies other than their respective functional
currencies.
At December 31, 2021, the Company’s largest foreign currency risk exposure existed at the level of
its Canadian headquarters, where the Company held a net financial asset position denominated in US
dollars having a Canadian dollar equivalent of approximately $341,000. A 10% change in the foreign
exchange rate between the US dollar, and the Canadian dollar, NGEx Minerals’ functional currency,
would give rise to increases/decreases of approximately $34,000 in financial position/comprehensive
loss.
OUTSTANDING SHARE DATA
As at April 13, 2021, the Company had 156,688,844 common shares outstanding and 10,523,334 share options
outstanding under its share-based incentive plan.
RISKS AND UNCERTAINTIES
The operations of the Company are speculative due to the high-risk nature of its business, which includes the
acquisition, financing, exploration, development and operation of mineral and mining properties. There are a
number of factors that could negatively affect the Company’s business and the value of its common shares, and
these risk factors could materially affect the Company’s future operations and financial position and could cause
actual events to differ materially from those described in forward-looking statements relating to the Company.
Significant risk factors have been identified by the Company and are listed below. The following information
pertains to the outlook and conditions currently known to the Company that could have a material impact on the
financial condition of the Company. Other factors may arise that are not currently foreseen by management of the
Company that may present additional risks in the future. Current and prospective security holders of the Company
should carefully consider these risk factors, as they could materially affect the Company’s future operations and
could cause actual events to differ materially from those described in forward-looking statements relating to the
Company.
10
Exploration and Development Risk
Mining exploration, development and operations generally involve a high degree of risk that cannot be
eliminated, and which can adversely impact the Company’s success and financial performance.
Exploration for and development of mineral deposits involves a high degree of risk and few properties
that are explored are ultimately developed into producing mines.
Discovery of mineral deposits is dependent upon a number of factors, not the least of which are the
technical skills of the exploration personnel involved and the capital required for the programs. The cost
of conducting programs may be substantial and the likelihood of success is difficult to assess. There is
no assurance that the Company’s mineral exploration activities will result in any discoveries of new bodies
of commercial ore. There is also no assurance that even if commercial quantities of ore are discovered
that a new ore body would be developed and brought into commercial production. The commercial
viability of a mineral deposit once discovered is dependent upon a number of factors, some of which are
discussed separately in the subsequent sections, and include the particular attributes of the deposit (such
as size, grade, metallurgy and proximity to infrastructure and labour), the interpretation of geological
data obtained from drilling and sampling; feasibility studies; the cost of water and power; anticipated
climatic conditions; cyclical metal prices; fluctuations in inflation and currency exchange rates; higher
input commodity and labour costs; commodity price fluctuations; government regulations, including
regulations relating to prices, taxes, royalties, land tenure and use, allowable production, importing and
exporting of minerals, and environmental protection. Most of the above factors are beyond the control
of the Company. Development projects will also be subject to the successful completion of final feasibility
studies, issuance of necessary permits and other governmental approvals and receipt of adequate
financing, as major expenses are typically required to locate and establish Mineral Reserves, to develop
metallurgical processes and to construct mining and processing facilities at a particular site. The exact
effect of these factors cannot be accurately predicted, but the combination of any of these factors may
adversely affect the Company’s business.
The Company’s operations are subject to all of the hazards and risks normally encountered in the
exploration and development of copper, gold, and silver projects and properties, including unusual and
unexpected geologic formations, seismic activity, rock slides, ground instabilities or failures, mechanical
failures, flooding and other conditions involved in the drilling and removal of material, any of which could
result in damage to, or destruction of, facilities, damage to life or property, environmental damage and
possible legal liability.
As appropriate, the Company may seek to mitigate its exploration risk by diversifying its portfolio, or
through the establishment of joint ventures and option agreements with third parties.
Mineral Resource Estimates
The Company’s reported Mineral Resources are estimations only. No assurance can be given that the
estimated Mineral Resources will be recovered. By their nature, Mineral Resource estimations are
imprecise and depend, to a certain extent, upon statistical inferences, which may ultimately prove
unreliable because, among other factors, they are based on limited sampling, and, consequently, are
uncertain because the samples may not be representative. Mineral Resource estimations may require
revision (either up or down). There are numerous uncertainties inherent in estimating Mineral Resources,
including many factors beyond the Company’s control. Such estimation is a subjective process, and the
accuracy of any 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. There can
be no assurance that recoveries in small scale laboratory tests will be duplicated in larger scale tests
under on-site conditions. In particular, factors that may affect Mineral Resource estimates include:
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changes in interpretations of mineralization geometry and continuity of mineralization zones;
input parameters used to constrain the block cave underground mining shapes that constrain
the Mineral Resources ;
metallurgical and mining recoveries;
operating and capital cost assumptions;
metal price and exchange rate assumptions;
confidence in modifying factors, including assumptions that surface rights to allow infrastructure
to be constructed will be forthcoming;
delays or other issues in reaching agreements with local or regulatory authorities and
stakeholders;
changes in land tenure requirements or permitting requirements from those discussed in the
report; and
changes in the environmental regulations or laws governing the property.
Changes in key assumptions and parameters could result in a restatement of Mineral Resource estimates.
Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability and there
is no assurance that they will ever be mined or processed profitably. Due to the uncertainty which may
attach to Mineral Resources, there is no assurance that all or any part of Measured or Indicated Mineral
Resources will ever be converted into Mineral Reserves. Any material reductions in estimates of Mineral
Resources could have a material adverse effect on the Company’s results of operations and financial
condition.
Title Risk
The Company has investigated its right to explore and exploit its properties and, to the best of its
knowledge, those rights are in good standing. The results of the Company’s investigations should not be
construed as a guarantee of title. Other parties may dispute the title to a property, or the property may
be subject to prior unregistered agreements or liens and transfers or land claims by aboriginal, native,
or indigenous peoples. The title may be affected by undetected encumbrances or defects or
governmental actions. The Company has not conducted surveys of all of its properties, and the precise
area and location of claims or the properties may be challenged and no assurances can be given that
there are no title defects affecting such properties. The rules governing mining concessions in Chile and
Argentina are complex and any failure by the Company to meet requirements would have a material
adverse effect on the Company. Any defects in the title to the Company’s properties could have a material
and adverse effect on the Company.
No assurance can be given that applicable governments will not revoke or significantly alter the conditions
of the applicable exploration and mining authorizations nor that such exploration and mining
authorizations will not be challenged or impugned by third parties. Although the Company has not had
any problem renewing its licenses in the past there is no guarantee that it will always be able to do so.
Inability to renew a license could result in the loss of any project located within that license.
The Company is earning an interest in the Valle Ancho properties through an option agreement requiring
the Company to make certain expenditures with respect to the properties within a specific time period.
If the Company does not satisfactorily complete these option conditions in the period laid out in the
option agreement, the Company’s title to the related properties will not vest and the Company would
forego its interest in the Valle Ancho properties.
Surface Access
The Company has surface access rights but does not own any surface rights at the Los Helados Project.
The owners of the surface rights are in agreement with the Company’s subsidiaries in conducting
activities on their ground.
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From time to time, a land possessor may dispute the Company’s surface access rights and, as a result,
the Company may be barred from its legal temporary occupation rights. Surface access issues have the
potential to result in the delay of planned exploration programs, and these delays may be significant.
Such delays may have a material adverse effect on the Company.
The Company may require additional surface rights and property interests to further develop or exploit
the resources on its properties, which will require negotiations with private landowners for the additional
ownership and/or surface rights in order for the Company to fully operate. Surface rights may also be
regulated and restricted by applicable law. There is no assurance that the Company will be able to obtain
the required surface rights or negotiate successfully with private landowners to allow it to develop its
properties and establish commercial mining operations on a timely basis. To the extent additional surface
rights are available, they may only be acquired at significantly increased prices, potentially adversely
impacting financial performance of the Company.
Environmental and Socio-Political Risks
The Company seeks to operate within environmental protection standards that meet or exceed existing
requirements in the countries in which the Company conducts activities. The Company also aims to
conduct its activities in accordance with high corporate social responsibility principles. Present or future
laws and regulations, however, may affect the Company’s operations. Environmental legislation is
evolving in a manner that requires 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. The Company is
currently engaged in exploration with limited environmental impact. Future environmental costs may
increase due to changing requirements or costs associated with exploration and the developing,
operating and closing of mines. The Company is subject to environmental regulation in the various
jurisdictions in which it operates. Failure to comply with these laws, regulations and permitting
requirements 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, or remedial actions. 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 by reason of the mining activities and may have civil or
criminal fines or penalties imposed for violations of applicable laws or regulations. Furthermore,
environmental hazards may exist on the properties on which the Company holds interests which are
unknown to the Company at present and which have been caused by previous or existing owners or
operators of the properties.
Programs may also be delayed or prohibited in some areas due to technical factors, new legislative
constraints, social opposition or local government capacity or willingness to issue permits to explore in a
timely manner.
In parts of Argentina, there is environmental opposition to both mineral exploration and mining.
Accordingly, there may be a certain degree of anti-mining sentiment that could potentially affect the risk
of successfully exploring and developing the Company’s assets in those provinces.
In Chile, a newly elected government is discussing changes to its constitution which may include changes
to the current environmental and socio-political landscape in that country. Additionally, the Chilean
Congress is also considering legislation designed to protect the country’s glaciers. No changes have yet
been made to the constitution and any proposed legislation has not yet been approved; however,
depending on its final language, these changes could affect the Company’s ability to develop the Los
Helados project. See below for further discussion.
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Foreign Operations Risk
The Company conducts exploration activities in foreign countries, including Argentina and Chile. Each of
these countries expose the Company to risks that may not otherwise be experienced if all operations
were located in Canada. The risks vary from country to country and can include, but are not limited to,
civil unrest or war, terrorism, illegal mining, changing political conditions, fluctuations in currency
exchange rates, expropriation or nationalization without adequate compensation, changes to royalty and
tax regimes, high rates of inflation, labour unrest and difficulty in understanding and complying with the
regulatory and legal framework respecting ownership and maintenance of mineral properties, as well as
the revocation or suspension of previously issued mining permits. Changes in mining or investment
policies or shifts in political attitudes may also adversely affect Company’s existing assets and operations.
Real and perceived political risk may also affect Company’s ability to finance exploration programs and
attract joint venture or option partners, and future mine development opportunities. Chile is typically
viewed as a favourable mining jurisdiction; however, certain Canadian issuers have recently experienced
regulatory action with regards to Chilean operations, specifically with respect to increased permitting
timelines.
Numerous countries have introduced changes to mining regimes that reflect increased government
control or participation in the mining sector, including, but not limited to, changes of law affecting foreign
ownership, mandatory government participation, taxation and royalties, exploration licensing, export
duties, and repatriation of income or return of capital. There can be no assurance that industries, which
are deemed of national or strategic importance in countries in which the Company has assets, including
mineral exploration, will not be nationalized. There is a risk that further government limitations,
restrictions or requirements, not presently foreseen, will be implemented. Changes in policy that alter
laws regulating the mining industry could have a material adverse effect on the Company. There can be
no assurance that the Company’s assets in these countries will not be subject to nationalization,
requisition or confiscation, whether legitimate or not, by an authority or body.
In addition, in the event of a dispute arising from 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 Company also may be hindered or prevented from enforcing its
rights with respect to a governmental instrumentality because of the doctrine of sovereign immunity. 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 a material adverse effect on the Company.
Non-compliance 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 or causing the withdrawal of permits or mining licenses, and
the imposition of corrective measures requiring material capital expenditure or remedial action resulting
in materially increased cost of compliance, reputational damage and potentially impaired ability to secure
future approvals and permits. The Company may be required to compensate third parties for loss or
damage and may have civil or criminal fines or penalties imposed for violations of applicable laws or
regulations.
Economic and Political Instability in Argentina
Some of the Company’s mineral properties, such as the Valle Ancho project, are located in Argentina.
There are risks relating to an uncertain or unpredictable political and economic environment in Argentina,
especially as there is social opposition to mining operations in certain parts of the country. During an
economic crisis in 2001 to 2003 and again in 2014 and 2020, Argentina defaulted on foreign debt
repayments and on the repayment on a number of official loans to multinational organizations. In
addition, the government has renegotiated or defaulted on contractual arrangements. The current
government, which took office in December 2019, has reinstated currency controls previously lifted by
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the opposition government, which, among other impacts, restricts the ability of companies and its citizens
to obtain United States dollars, in each case requiring Central Bank approval (resulting in, at times, a
limitation on the ability of multinational companies to distribute dividends abroad in United States
dollars).
While the political environment in Argentina continues to develop, and the status of currency controls
and restrictions remains fluid, past actions indicate that the Argentinean government may from time to
time alter or impose additional requirements or policies that may adversely affect the Company’s activities
in Argentina, or in its ability to attract joint venture partners or obtain financing for its projects in the
future. In addition, economic instability in Argentina may negatively impact the timeliness or
recoverability of amounts collectible from the government of Argentina.
The current government has also reversed corporate tax rate reductions previously introduced by the
previous opposition government.
Economic and Political Uncertainty in Chile
Since October 2019, Chile has been experiencing widescale public demonstrations demanding, among
other things, constitutional and legal reforms, including demands for social program benefit increases
and public funding for services that are currently private. In 2020, Chile voted in favor of drafting a new
Constitution and in 2021 elected the constituent assembly tasked with preparing a new draft for
consideration by the voters in the future. In December 2021, Gabriel Boric was elected President on a
platform that committed to implement significant social, economic, and political changes. Simultaneously,
the government has been considering tax and royalty reforms and has introduced or proposed a number
of changes that affect or could affect businesses, including but not limited to a new royalty structure.
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. The constituent assembly may
also propose a Constitution that could fundamentally alter key rights (such as water rights and mineral
tenure) or introduce new ones (like environmental personage) that could affect the Company’s Los
Helados project and financial condition.
Permitting
The Company’s development and exploration activities are subject to permitting requirements in both
Argentina and Chile. In particular, comprehensive environmental impact assessments will be necessary
in Chile for any future development of Los Helados, and similarly in Argentina for Valle Ancho. Following
the receipt of environmental approvals, additional permits, licences, authorizations, and certificates will
be required to proceed to project construction, including, for example, mining water and fuel delivery,
sewage water treatment, hazardous waste plans, drilling and closure plans. Failure to obtain required
permits and/or to maintain compliance with permits once obtained could result in injunctions, fines,
suspension or revocation of permits and other penalties.
There can be no assurance that the Company will obtain all such permits and/or achieve or maintain full
compliance with such permits at all times. Activities required to obtain and/or achieve or maintain full
compliance with such permits can be costly and involve extended timelines.
Previously issued permits may be suspended or revoked for a variety of reasons, including through
government or court action. Failure to obtain and/or comply with required permits can have serious
consequences, including: damage to the Company’s reputation, stopping the Company from proceeding
with the development of a project, negatively impacting further development of a mine, and increasing
the costs of development and litigation or regulatory action against the Company, and may materially
adversely affect the Company’s business, results of operations or financial condition.
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Negative Operating Cash Flow
The Company is an exploration stage company and has not generated cash flow from operations. The
Company is devoting significant resources to the development and acquisition of its properties, however
there can be no assurance that it will generate positive cash flow from operations in the future. The
Company expects to continue to incur negative consolidated operating cash flow and losses until such
time as it achieves commercial production at a particular project. The Company currently has negative
cash flow from operating activities.
Uncertainty of Funding and Dilution of Shareholders’ Interests in the Company
The exploration and development of mineral properties requires a substantial amount of capital and may
depend on the Company’s ability to obtain financing through joint ventures, debt financing, equity
financing or other means. General market conditions, volatile metals prices, a claim against the Company,
a significant disruption to the Company’s business, or other factors may make it difficult to secure the
necessary financing. There is no assurance that the Company will be successful in obtaining required
financing as and when needed on acceptable terms. Failure to obtain any necessary additional financing
may result in delaying or indefinite postponement of exploration or development or even a loss of
property interest. If the Company needs to raise additional funds, such financing may substantially dilute
the economic and voting rights of the Company’s shareholders and reduce the value of their investment.
Since the Company’s capital needs depend on market conditions and other factors beyond its control, it
cannot predict or estimate the amount, timing or nature of any such future offering of securities. Thus,
holders of common shares of the Company bear the risk of any future offerings reducing the market
price of the common shares and diluting their shareholdings in the Company.
Metal Price Risk
The Company’s portfolio of properties and investments have exposure to predominantly copper, gold,
and silver. Commodity prices fluctuate widely and are affected by numerous factors beyond the
Company’s control, such as the sale or purchase of metals by various central banks and financial
institutions, interest rates, exchange rates, inflation or deflation, fluctuation in the value of the United
States dollar and foreign currencies, global and regional supply and demand, and the political and
economic conditions of major metals-producing and metals-consuming countries throughout the world.
The prices of these metals greatly affect the value of the Company, the price of the common shares of
the Company and the potential value of its properties and investments. This, in turn, greatly affects its
ability to form joint ventures, option agreements and the structure of any joint ventures formed. This is
due, at least in part, to the underlying value of the Company’s assets at different metals prices.
COVID-19
The COVID-19 pandemic has negatively impacted and increased volatility of global financial markets and
may continue to do so. The economic viability of the Company’s long-term business plan is impacted by
its ability to obtain financing, and global economic conditions impact the general availability of financing
through public and private debt and equity markets, as well as through other avenues.
The health and safety of the Stakeholders remain the Company’s priority, and the Company’s camp
facilities and offices have implemented travel restrictions, surveillance, monitoring and response plans to
reduce the risk of COVID-19 exposure and outbreak, including health screening of personnel when
appropriate.
As the Company continues to monitor developments with respect to COVID-19, both globally and within
its operating jurisdictions, it will remain adaptive and will implement any such changes to its COVID-19
protocol, or its business in general, as may be deemed appropriate to mitigate any potential impacts to
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its business and its Stakeholders. Such changes, may include, but are not limited to, reduced operations,
temporary closures of the Company’s project site or offices, and deviations from the timing and nature
of previous operating plans. Moreover, sustained COVID-19 outbreaks have resulted in operational and
supply chain delays and disruption as a result of governmental regulation and preventative measures
being implemented worldwide, including in Argentina. The Company could also be required to close,
curtail or otherwise limit its operating activities as a result of the implementation of any such
governmental regulation or preventative measures in the jurisdictions in which the Company operates,
or as a result of sustained COVID-19 outbreaks at its project site or facilities. Any such closures or
curtailments could have an adverse impact on the business of the Company.
Non-Governmental Organization Intervention
In recent years, certain communities of both indigenous peoples and others, as well as non-governmental
organizations, have been vocal and negative with respect to mining activities. The Company’s relationship
with the communities in which it operates is critical to ensure the future success of its existing operations
and the construction and development of its projects. Community groups or non-governmental
organizations may create or inflame public unrest and anti-mining sentiment among the inhabitants in
areas of mineral development. These communities and organizations have taken such actions as protests,
road closures, work stoppages and initiating lawsuits for damages. Such organizations can be involved,
with financial assistance from various groups, in mobilizing sufficient local anti-mining sentiment to
prevent the issuance of required permits for the development of mineral projects of other companies.
While the Company is committed to operating in a socially responsible manner, there is no guarantee
that the Company’s efforts in this respect will mitigate this potential risk. Any actions by communities
and non-governmental organizations may have a material adverse effect on the Company’s activities,
financial position, cash flow and results of operations.
Ability to Import Key Services and Suppliers
The Company operates in Argentina and Chile and requires the importation and use of specialist services
and equipment to successfully execute on planned work programs. The ability to import key services and
supplies into Argentina and Chile is regulated by various governmental authorities and the rules and
regulations governing the importation of key services and supplies are subject to change. The Company
has no control over changes which may affect the ability to import required services and supplies.
Dependence on Key Personnel
The Company’s success will largely depend on the efforts and abilities of certain senior officers and key
employees. Certain of these individuals have significant experience in the mining industry and, in
particular, the mining industry in South America. While the Company does not foresee any reason why
such officers and key employees will not remain with the Company, if for any reason they do not, the
Company could be adversely affected. In addition, certain of these individuals are also senior officers
and key employees of Filo Mining or Josemaria and, pursuant to the terms of a shared services agreement
between the Company, Filo Mining and Josemaria (the “Services Agreement”), the employment costs
associated with these individuals are shared between the Company, Josemaria and Filo Mining on a pro-
rata basis. If such officers and key employees do not remain employed with Filo Mining and/or Josemaria
for the purposes of the cost-sharing basis under the Services Agreement, the Company could be
adversely affected. The Company has not purchased key man life insurance for any of these individuals.
No Operating History
Exploration projects have no operating history upon which to base estimates of future cash flows.
Substantial expenditures are required to develop mineral projects. It is possible that actual costs and
future economic returns may differ materially from the Company’s estimates. There can be no assurance
17
that the underlying assumed levels of expenses for any project will prove to be accurate. Further, it is
not unusual in the mining industry for new mining operations to experience unexpected problems during
start-up, resulting in delays and requiring more capital than anticipated. There can be no assurance that
the Company’s projects will move beyond the exploration stage and be put into production, achieve
commercial production or that the Company will produce revenue, operate profitably or provide a return
on investment in the future. Mineral exploration involves considerable financial and technical risk. There
can be no assurance that the funds required for exploration and future development can be obtained on
a timely basis. There can be no assurance that the Company will not suffer significant losses in the near
future or that the Company will ever be profitable.
Conflicts of Interest
Some of the directors and employees/officers of the Company are also directors and employees/officers
of other companies that are similarly engaged in the business of acquiring, exploring and developing
natural resource properties. In addition, certain individuals also serve as officers of Josemaria and/or Filo
Mining and are subject to the Services Agreement. Such associations may give rise to conflicts of interest
from time to time. In particular, one of the consequences will be that corporate opportunities presented
to a director or employee/officer of the Company may be offered to another company or companies with
which the director or employee/officer is associated and may not be presented or made available to the
Company. The directors and employees/officers of the Company are required by law to act honestly and
in good faith with a view to the best interests of the Company, to disclose any interest that they may
have in any project or opportunity of the Company, and to abstain from voting on such matter. Conflicts
of interest that arise will be subject to and governed by the procedures prescribed by the Company’s
Code of Business Conduct and Ethics and the Canada Business Corporations Act.
Trading Price for the Common Shares is Volatile
The securities of publicly traded companies, particularly mineral exploration and development companies,
can experience a high level of price and volume volatility and the value of the Company’s securities can
be expected to fluctuate depending on various factors, not all of which are directly related to the success
of the Company and its operating performance, underlying asset values or prospects. These include the
risks described elsewhere in this MD&A. The trading price of the Company’s common shares has been
and may continue to be subject to large fluctuations, which may result in losses to investors. The trading
price of the Company’s common shares may increase or decrease in response to a number of events and
factors, including:
issuances of common shares or debt securities by the Company;
the Company’s operating performance and the performance of competitors and other similar
companies;
the addition or departure of key management and other personnel;
the expiration of lock-up or other transfer restrictions on outstanding common shares;
significant acquisitions or business combinations, strategic partnerships, joint ventures or capital
commitments by or involving the Company or its competitors;
the public’s reaction to the Company’s press releases, other public announcements and the
Company’s filings with the various securities regulatory authorities;
changes in recommendations by research analysts who track the Company’s common shares or
the shares of other companies in the resource sector;
the number of common shares to be publicly traded after an offering; and
the factors listed under the heading “Cautionary Note Regarding Forward-Looking Statements”.
In addition, the market price of the common shares is affected by many variables not directly related to
the Company’s success and therefore not within the Company’s control. Factors which may influence the
price of the Company’s securities, include, but are not limited to: worldwide economic conditions;
18
changes in government policies; local community opposition to mining projects generally; investor
perceptions; movements in global interest rates and global stock markets; variations in operating costs;
the cost of capital that the Company may require in the future; the market price of metals, including
copper, gold and silver; the price of commodities necessary for the Company’s operations;
recommendations by securities research analysts; the share price performance of the Company’s
competitors; news reports relating to trends, concerns, technological or competitive developments,
regulatory changes and other related industry and market issues affecting the mining sector; publicity
about the Company, the Company’s personnel or others operating in the industry; loss of a major funding
source; and all market conditions that are specific to the mining industry, including other developments
that affect the market for all resource sector shares, the breadth of the public market for the common
shares, and the attractiveness of alternative investments. The effect of these and other factors on the
market price of Shares on the exchanges on which the Company trades has historically made the
Company’s share price volatile and suggests that the Company’s share price will continue to be volatile
in the future.
As a result of any of these factors, the market price of the common shares at any given point in time
may not accurately reflect the long-term value of the Company. Securities class-action litigation often
has been brought against companies following periods of volatility in the market price of their securities.
The Company may in the future be the target of similar litigation. Securities litigation could result in
substantial costs and damages and divert management’s attention and resources.
Control of NGEx Minerals
As at the date of this MD&A, Zebra and Lorito, who report their security holdings as joint actors, are
control persons of NGEx Minerals (as defined by the Canadian securities regulations). As long as Zebra
and Lorito maintain significant interests in the Company, they will have the ability to exercise certain
influence with respect to its affairs and significantly affect the outcome of the votes of shareholders.
There is a risk that the interests of Zebra and Lorito differ from those of other shareholders.
As a result of the significant holdings of Zebra and Lorito, there is a risk that the Company’s securities
are less liquid and trade at a relative discount compared to circumstances where these persons did not
have the ability to influence or determine matters affecting NGEx Minerals. Additionally, there is a risk
that their significant interests in the Company discourages transactions involving a change of control
thereof, including transactions in which an investor, as a holder of the Company’s securities, would
otherwise receive a premium for its Company’s securities over the then-current market price.
Infrastructure
Development and exploration activities depend, to one degree or another, on adequate infrastructure.
Reliable roads, bridges, power and water supplies are important determinants that affect costs. The
Company’s ability to obtain a secure supply of power and water at a reasonable cost depends on many
factors, including: global and regional supply and demand; political and economic conditions; problems
that can affect local supplies; delivery; and relevant regulatory regimes. Power and water are currently
in short supply throughout Northern Chile and this may adversely affect the ability of the Company to
explore and develop its Chilean project. Unusual or infrequent weather phenomena, sabotage or
government, and other interference in the maintenance or provision of such infrastructure could
adversely affect the activities and profitability of the Company.
Establishing such infrastructure will require significant resources, identification of adequate sources of
raw materials and supplies and necessary cooperation from national and regional governments, none of
which can be assured. There is no guarantee that the Company will secure these power, water and
access rights going forward or on reasonable terms.
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Current Global Financial Conditions
The economic viability of the Company’s business plan is impacted by the Company’s ability to obtain
financing. The economic conditions and outlook of the jurisdictions in which the Company’s projects
reside, and more generally global economic conditions, may impact the general availability of financing
through public and private debt and equity markets, as well as through other avenues.
Significant political, market, economic, natural or manmade events may have wide-reaching effects and,
to the extent they are not accurately anticipated or priced into markets, may result in sudden periods of
market volatility and correction. Periods of market volatility and correction may have an adverse impact
on economic growth and outlook, as well as lending and capital markets activity, all of which may impact
the Company’s ability to secure adequate financing on favourable terms, or at all.
Most recently, global financial markets experienced a period of correction and increased volatility during
the COVID-19 pandemic and the conflict between the Russian Federation and Ukraine, which began in
March 2020 and February 2022, respectively, and are ongoing as of the date of this MD&A. As these
global events evolve, there is no guarantee that credit market conditions will not worsen. A general risk-
adverse approach to investing, decreases in consumer spending and increases in the unemployment rate
and consumer debt levels, which may become more predominant as a result of market turmoil, may limit
the Company’s ability to obtain future equity financing. Inability to obtain financing at all, or on
acceptable terms, may have a material adverse effect on the Company’s business, financial condition,
results of operations, cash flows or prospects.
Other events may also result in volatility and disruption to global supply chains, operations, mobility of
people, patterns of consumption and service, and financial markets, and therefore potentially have a
negative impact on the Company’s ability to secure financing on favourable terms, or at all, its access to
the Filo del Sol Project, or its ability to execute its business initiatives, including its field programs. Such
events may include catastrophic events, either on a global scale or in the specific jurisdictions where the
Company has its projects, and include, but are not limited to, financial crises, such as that which occurred
globally in 2008, earthquakes, tsunamis, floods, typhoons, fires, power disruptions, other natural or
manmade disasters, terrorist attacks, wars, riots, civil unrest or other conflicts, outbreaks of a public
health crises, including epidemics, pandemics or outbreaks of new infectious diseases or viruses, as well
as related and attendant events.
Furthermore, general market, political and economic conditions, including, for example, inflation, interest
and currency exchange rates, structural changes in the global mining industry, global supply and demand
for commodities, political developments, legislative or regulatory changes, social or labour unrest and
stock market trends will affect the Company’s operating environment and its operating costs, profit
margins and share price. Uncertainty or adverse changes relating to government regulation, economic
and foreign policy matters, and other world events have the potential to adversely affect the performance
of and outlook for the Canadian and global economies, which in turn may affect the ability of the
Company to access financing on favourable terms or at all. The occurrence of negative sentiment or
events in the Canadian and broader global economy could have a material adverse effect on the
Company’s business, financial condition, results of operations, cash flows or prospects.
Currency Risk
The Company will transact business in a number of currencies including but not limited to the US Dollar,
the Argentine peso and the Chilean peso. The Argentine peso in particular has had significant fluctuations
in value relative to the US and Canadian dollars. Ongoing economic uncertainty in Argentina as well as
unpredictable changes to foreign exchange rules may result in fluctuations in the value of the Argentine
peso that are greater than those experienced in the recent past. Fluctuations in exchange rates may
have a significant effect on the cash flows of the Company. Future changes in exchange rates could
20
materially affect the Company’s results in either a positive or a negative direction. The Company does
not currently engage in foreign currency hedging activities.
Information Systems and Cyber Security
The Company's operations depend on information technology (“IT”) systems. These IT systems could
be subject to network disruptions caused by a variety of sources, including computer viruses, security
breaches and cyber-attacks, as well as disruptions resulting from incidents such as cable cuts, damage
to physical plants, natural disasters, terrorism, fire, power loss, vandalism and theft. The Company's
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. Any of these
and other events could result in information system failures, delays and/or increase in capital 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 and results of operations.
Although to date the Company has not experienced any material losses relating to cyber attacks or other
information security breaches, there can be no assurance that the Company will not incur such losses in
the future. The Company's risk and exposure to these matters cannot be fully mitigated because of,
among other things, the evolving nature of these threats. As a result, cyber security and the continued
development and enhancement of controls, processes and practices designed to protect systems,
computers, software, data and networks from attack, damage or unauthorized access remain a priority.
As cyber threats continue to evolve, the Company may be required to expend additional resources to
continue to modify or enhance protective measures or to investigate and remediate any security
vulnerabilities.
Application of Anti-Corruption and Anti-Bribery Laws
The Company is required to comply with anti-corruption and anti-bribery laws, including the Extractive
Sector Transparency Measures Act, 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 its
business. If the Company finds itself subject to an enforcement action or is found to be in violation of
such laws, this may result in significant penalties, fines and/or sanctions imposed on the Company
resulting in a material adverse effect on the Company.
Competition
There is aggressive competition within the mining industry for the discovery and acquisition of properties
considered to have commercial potential, as well as the necessary labour and supplies required to develop
such properties. The Company competes with other exploration and mining companies, many of which
have greater financial resources, operational experience and technical capabilities 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 maintain or
acquire attractive mining properties on terms it considers acceptable, or at all. Consequently, its financial
condition could be materially adversely affected.
Uninsurable Risks
Exploration, development and production operations on mineral properties involve numerous risks,
including unexpected or unusual geological operating conditions, rock bursts, cave-ins, fires, floods,
earthquakes and other environmental occurrences, as well as political and social instability. It is not
always possible to obtain insurance against all such risks and the Company may decide not to insure
against certain risks because of high premiums or other reasons. Should such liabilities arise, they could
21
reduce or eliminate any further profitability and result in increasing costs and a decline in the value of
the securities of the Company. The Company does not maintain insurance against political risks.
Internal Controls
Internal controls over financial reporting are procedures designed to provide reasonable assurance that
transactions are properly authorized, assets are safeguarded against unauthorized or improper use, and
transactions are properly recorded and reported. 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 and financial statement preparation.
Tax
The Company runs its business in different countries and strives to run its business in as tax efficient a
manner as possible. The tax systems in certain of these countries are complicated and subject to
changes. For this reason, future negative effects on the result of the Company due to changes in tax
regulations cannot be excluded. Repatriation of earnings to Canada from other countries may be subject
to withholding taxes. The Company has no control over withholding tax rates.
QUALIFIED PERSON AND TECHNICAL INFORMATION
The scientific and technical disclosure included in this MD&A have been reviewed and approved by Bob Carmichael, P.
Eng. (BC). Mr. Carmichael is the Company's Vice-President of Exploration and a Qualified Person under National
Instrument 43-101 Standards of Disclosure for Mineral Projects. (“NI 43-101”).
Mineral Resource estimates for the Los Helados Project have an effective date of April 26, 2019. The key assumptions,
parameters, and methods used to estimate the mineral resources are contained in the 43-101 technical report for the
project, entitled “Technical Report on the Los Helados Porphyry Copper-Gold Deposit, Chile”, dated August 6, 2019
and authored by F. Devine, P.Geo., G. Zandonai, RMCMC, and G. Di Prisco, P.Geo. This report is available on the
Company’s website at www.ngexminerals.com or under the Company’s profile at www.sedar.com.
Mineral Resources are reported using a CuEq cutoff grade. Copper equivalent is calculated using US$3.00/lb copper,
US$ 1,300/oz gold and US$23/oz silver, and includes a provision for selling costs and metallurgical recoveries
corresponding to three zones defined by depth below surface. The formulas used are: CuEq% = Cu% + 0.6264*Au
(g/t) + 0.0047*Ag (g/t) for the Upper Zone (surface to ~ 250 m); Cu% + 0.6366*Au (g/t) + 0.0077*Ag (g/t) for the
Intermediate Zone (~250 m to ~600 m); Cu% + 0.6337*Au (g/t) + 0.0096*Ag (g/t) for the Deep Zone (> ~600 m).
The Company’s Mineral Resource estimates as reported in this MD&A have been prepared in accordance with the CIM
Definition Standards that are incorporated by reference in NI 43-101.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements made and information contained herein in the MD&A constitutes “forward-looking information” and
forward-looking statements” within the meaning of applicable securities legislation (collectively, “forward-looking
information” or “forward-looking statements”) concerning the business, operations, financial performance and
condition of NGEx Minerals. The forward-looking information contained in this MD&A is based on information available
to the Company as of the date of this MD&A. Except as required under applicable securities legislation, the Company
does not intend, and does not assume, any obligation, to update this forward-looking information. Generally, any
statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections,
objectives, assumptions or future events or performance, (often, but not always, identified by words or phrases such
as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends",
22
“projects” , “estimates”, “budgets”, “scheduled”, “forecasts”, “assumes”, “intends”, “strategy”, “goals”, “objectives”,
“potential”, “possible”, "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or
statements that certain actions, events, conditions or results “will”, "may", "could", "would", “should”, "might" or "will
be taken", "will occur" or "will be achieved" or the negative connotations thereof and similar expressions) are not
statements of historical fact and may be forward-looking statements.
All statements other than statements of historical fact may be forward-looking statements. Forward-looking information
is necessarily based on estimates and assumptions that are inherently subject to known and unknown risks,
uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of
the Company to be materially different from those expressed or implied by such forward-looking information, including
but not limited to: risks and uncertainties relating to, among other things, the inherent uncertainties regarding Mineral
Resource estimates, cost estimates, changes in commodity prices, currency fluctuation, financings, changes in share
price; unanticipated resource grades, infrastructure, results of exploration activities, cost overruns, availability of
materials and equipment, timeliness of government approvals, taxation, political risk and related economic risk and
unanticipated environmental impact on operations as well as other risks, and uncertainties and other factors, including,
without limitation, those referred to in the “Risks and Uncertainties” section of the MD&A, and elsewhere, which may
cause the actual results, level of activity, performance or achievements of the Company to be materially different from
those expressed or implied by such forward-looking information.
The Company believes that the expectations reflected in the forward-looking statements and information included in
this MD&A are reasonable but no assurance can be given that these expectations will prove to be correct and such
forward-looking statements and information should not be unduly relied upon. This statement and information is as
of the date of the MD&A. In particular, this MD&A contains forward-looking statements or information pertaining to:
the assumptions used in the Mineral Resources estimates for the Los Helados Project, including, but not limited to,
geological interpretation and grades; assumptions made in the interpretation of drill results, geology, grade and
continuity of mineral deposits; expectations regarding access and demand for equipment, skilled labour and services
needed for exploration and development of mineral properties; and that activities will not be adversely disrupted or
impeded by exploration, development, operating, regulatory, political, community, economic and/or environmental
risks. In addition, this MD&A may contain forward-looking statements or information pertaining to: the Company’s
ability to respond to or navigate, and/or methods by which it responds to or navigates, the COVID-19 pandemic; the
expected size, scope and results of the Company’s most recent exploration programs at Los Helados and Valle Ancho,
including the expected timing of receipt of pending assay results therefrom; exploration and development plans and
expenditures, including those pertaining to the 2021/2022 program at Valle Ancho and the 2021/2022 program at Los
Helados, including an update to its Mineral Resource estimate; the ability and/or the willingness of the Company to
meet the remaining earn-in expenditure at Valle Ancho to secure a 100% interest therein; the timing and nature of
work undertaken to advance the Los Helados Project or the Valle Ancho Project; the future uses of the net proceeds
from the Financing; the success of future exploration activities; potential for the discovery of new mineral deposits;
ability to build shareholder value; expectations with regard to adding to Mineral Resources through exploration;
expectations with respect to the conversion of Inferred Resources to an Indicated Resource classification, or the
conversion of Indicated Resources to a Measured Resource classification; ability to execute the planned work
programs; estimation of commodity prices, Mineral Resources, estimations of costs, and permitting time lines; ability
to obtain surface rights and property interests; currency exchange rate fluctuations; requirements for additional
capital; government regulation of mining activities; environmental risks; unanticipated reclamation expenses; title
disputes or claims; limitations on insurance coverage; and other risks and uncertainties.
Forward-looking information is based on certain assumptions that the Company believes are reasonable, including that
the current price of and demand for commodities will be sustained or will improve, the supply of commodities will
remain stable, that the general business and economic conditions will not change in a material adverse manner, that
financing will be available if and when needed on reasonable terms and that the Company will not experience any
material labour dispute, accident, or failure of plant or equipment. These factors are not, and should not be construed
as being, exhaustive. Although the Company has attempted to identify important factors that would 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, or intended. There can be no assurance that such statements will prove
23
to be accurate, as the Company’s actual results and future events could differ materially from those anticipated in
such statements, as a result of the factors discussed in the “Risk and Uncertainties” section of this MD&A, and
elsewhere. All of the forward-looking information contained in this document is qualified by these cautionary
statements. Readers are cautioned not to place undue reliance on forward-looking information due to the inherent
uncertainty thereof.
Statements relating to "Mineral Resources" are deemed to be forward-looking information, as they involve the implied
assessment, based on certain estimates and assumptions, that the Mineral Resources described can be profitably
produced in the future.
24
Independent auditor’s report
To the Shareholders of NGEx Minerals Ltd.
Our opinion
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects,
the financial position of NGEx Minerals Ltd. and its subsidiaries (together, the Company) as at December
31, 2021 and 2020, and its financial performance and its cash flows for the years then ended in
accordance with International Financial Reporting Standards as issued by the International Accounting
Standards Board (IFRS).
What we have audited
The Company’s consolidated financial statements comprise:
●
●
●
●
●
the consolidated statements of financial position as at December 31, 2021 and 2020;
the consolidated statements of comprehensive loss for the years then ended;
the consolidated statements of cash flows for the years then ended;
the consolidated statements of changes in equity for the years then ended; and
the notes to the consolidated financial statements, which include significant accounting policies and
other explanatory information.
Basis for opinion
We conducted our audit in accordance with Canadian generally accepted auditing standards. Our
responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of
the consolidated financial statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Independence
We are independent of the Company in accordance with the ethical requirements that are relevant to our
audit of the consolidated financial statements in Canada. We have fulfilled our other ethical responsibilities
in accordance with these requirements.
Other information
Management is responsible for the other information. The other information comprises the Management’s
Discussion and Analysis.
PricewaterhouseCoopers LLP
PricewaterhouseCoopers Place, 250 Howe Street, Suite 1400, Vancouver, British Columbia, Canada V6C 3S7
T: +1 604 806 7000, F: +1 604 806 7806
“PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.
Our opinion on the consolidated financial statements does not cover the other information and we do not
express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other
information identified above and, in doing so, consider whether the other information is materially
inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or
otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of management and those charged with governance for the
consolidated financial statements
Management is responsible for the preparation and fair presentation of the consolidated financial
statements in accordance with IFRS, and for such internal control as management determines is
necessary to enable the preparation of consolidated financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the
Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless management either intends to liquidate
the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting
process.
Auditor’s responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as
a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards
will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise
professional judgment and maintain professional skepticism throughout the audit. We also:
●
Identify and assess the risks of material misstatement of the consolidated financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.
● Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control.
● Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
● Conclude on the appropriateness of management’s use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report
to the related disclosures in the consolidated financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to
the date of our auditor’s report. However, future events or conditions may cause the Company to
cease to continue as a going concern.
● Evaluate the overall presentation, structure and content of the consolidated financial statements,
including the disclosures, and whether the consolidated financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.
● Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Company to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision and performance of the group audit. We
remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant deficiencies in internal
control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
The engagement partner on the audit resulting in this independent auditor’s report is Kevin Bromley.
/s/PricewaterhouseCoopers LLP
Chartered Professional Accountants
Vancouver, British Columbia
April 13, 2022
NGEx Minerals Ltd.
Consolidated Statements of Financial Position
(Expressed in Canadian Dollars)
ASSETS
Current assets:
Cash
Receivables and other assets
Non-current assets:
Receivables and other assets
Equipment
Mineral properties
TOTAL ASSETS
LIABILITIES
Current liabilities:
Trade payables and accrued liabilities
Non-current liabilities:
Due to exploration partner
TOTAL LIABILITIES
SHAREHOLDERS’ EQUITY
Share capital
Contributed surplus
Deficit
Accumulated other comprehensive loss
TOTAL SHAREHOLDERS’ EQUITY
TOTAL LIABILITIES AND
SHAREHOLDERS’ EQUITY
Commitments (Note 5)
Subsequent Events (Notes 7, 18)
Note
December 31,
2021
December 31,
2020
5
5
6
8
9
$ 21,000,042
929,612
21,929,654
$ 898,818
241,367
1,140,185
242,199
23,968
3,537,087
3,803,254
105,950
26,314
4,105,871
4,238,135
25,732,908
5,378,320
1,955,816
590,516
393,719
2,349,535
67,523,831
1,616,855
(43,243,149)
(2,514,164)
23,383,373
345,977
936,493
43,053,810
1,058,841
(37,786,415)
(1,884,409)
4,441,827
$ 25,732,908
$ 5,378,320
The accompanying notes are an integral part of these consolidated financial statements.
On behalf of the Board:
/s/William A. Rand
Director
/s/Wojtek A. Wodzicki
Director
NGEx Minerals Ltd.
Consolidated Statements of Comprehensive Loss
(Expressed in Canadian Dollars)
Note
2021
Year ended
December 31,
2020
Expenses
Exploration and project investigation
11
$ 5,664,896
$ 3,303,659
Write down of mineral property interest
-
827,343
General and administration:
Salaries and benefits
Share-based compensation
Management fees
Professional fees
Travel
Promotion and public relations
Office and general
Operating loss
Other expenses (income)
Financing costs
Foreign exchange gain
Net monetary loss
Gain on use of marketable securities, net
Other losses
Other expenses
Net loss
Other comprehensive loss
Items that may be reclassified
subsequently to net loss:
Foreign currency translation
adjustment
Impact of hyperinflation
Comprehensive loss
10c
4
15
8
4
874,855
487,837
128,640
199,698
33,893
87,223
216,277
7,693,319
136,436
(28,059)
54,923
(2,477,478)
33,431
44,162
5,456,734
710,398
539,085
142,500
348,087
7,029
52,434
157,014
6,087,549
26,238
(18,041)
6,022
(270,198)
24,114
37,194
5,892,878
686,032
(56,277)
$ 6,086,489
(62,413)
179,426
$ 6,009,891
Basic and diluted loss per common share
$ 0.04
$ 0.05
Weighted average common shares
outstanding
130,091,342
124,793,652
The accompanying notes are an integral part of these consolidated financial statements.
2
NGEx Minerals Ltd.
Consolidated Statements of Cash Flows
(Expressed in Canadian Dollars)
Cash flows used in operating activities
Net loss for the year
Adjustments to reconcile net loss to net operating
cash flows:
Depreciation
Write down of mineral property interest
Share-based compensation
Finance costs
Foreign exchange gain
Net monetary loss
Other losses
Net changes in working capital and other items:
Receivables and other
Trade payables and accrued liabilities
Cash flows from (for) financing activities
Proceeds from equity financings, net
Drawdown of credit facility
Repayment of credit facility
Proceeds from option exercises
Payments made on behalf of exploration partner
10c
8
9
7
Cash flows used in investing activities
Mineral properties and related expenditures
6
Note
2021
Year ended
December 31,
2020
$
(5,456,734)
$
(5,892,878)
8,811
-
574,076
136,436
(28,473)
103,588
33,431
7,299
827,343
639,613
26,238
(7,892)
44,791
24,114
(892,418)
1,493,954
(4,027,329)
64,553
(19,990)
(4,286,809)
24,284,109
3,201,050
(3,174,495)
58,225
(11,915)
24,356,974
-
-
-
-
(5,965)
(5,965)
(125,756)
(125,756)
(133,558)
(133,558)
Effect of exchange rate change on cash
(102,665)
(234,304)
Increase (decrease) in cash during the year
20,101,224
(4,660,636)
Cash, beginning of the year
$ 898,818
$ 5,559,454
Cash, end of the year
Non-cash Financing Activities (Note 7)
$ 21,000,042
$ 898,818
The accompanying notes are an integral part of these consolidated financial statements.
3
NGEx Minerals Ltd.
Consolidated Statements of Changes in Equity
(Expressed in Canadian Dollars)
Note
Number of
Shares
Share Capital
Contributed
Surplus
Deficit
Accumulated
Other
Comprehensive
Loss
Total
Shareholders’
Equity
Balance, January 1, 2020
Share-based compensation
Net loss and other comprehensive loss
Balance, December 31, 2020
124,793,652 $ 43,053,810
-
-
-
-
124,793,652 $ 43,053,810
$ 419,228
639,613
-
$ 1,058,841
$ (31,893,537)
-
(5,892,878)
$ (1,767,396)
-
(117,013)
$ (37,786,415) $ (1,884,409)
$ 9,812,105
639,613
(6,009,891)
$ 4,441,827
Balance, January 1, 2021
Share-based compensation
Shares issued pursuant to the equity
financings
Share issuance costs
Shares issued pursuant to credit facility
Shares issued pursuant to stock option
exercises
Net loss and other comprehensive loss
Balance, December 31, 2021
10c
124,793,652 $ 43,053,810
-
-
$ 1,058,841
574,076
$ (37,786,415)
-
$ (1,884,409)
-
$ 4,441,827
574,076
9
9
7
10b
31,250,000
-
146,026
25,000,000
(715,891)
111,625
-
-
-
-
-
-
-
-
-
25,000,000
(715,891)
111,625
101,666
-
74,287
-
156,291,344 $ 67,523,831
(16,062)
-
$ 1,616,855
-
(5,456,734)
58,225
(6,086,489)
$ (43,243,149) $ (2,514,164) $ 23,383,373
-
(629,755)
The accompanying notes are an integral part of these consolidated financial statements.
4
NGEx Minerals Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2021 and 2020
(Expressed in Canadian Dollars, unless otherwise stated)
1. NATURE OF OPERATIONS
NGEx Minerals Ltd. (the “Company” or “NGEx Minerals”) was incorporated on February 21, 2019 under
the laws of the Canada Business Corporations Act in connection with a plan of arrangement to
reorganize Josemaria Resources Inc. (“Josemaria”), which was completed on July 17, 2019 (the
“Josemaria Arrangement”).
The Company’s principal business activities are the acquisition, exploration and development of mineral
properties located in South America. The Company’s registered office is located at Suite 2000, 885
West Georgia Street, Vancouver, British Columbia, V6C 3E8, Canada. The Company’s common shares
trade on the TSX Venture Exchange (the "TSXV") under the symbol "NGEX".
2. BASIS OF PRESENTATION
These consolidated financial statements have been prepared in accordance with International Financial
Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”), on
a going concern basis, which contemplates the realization of assets and settlement of liabilities in the
normal course of business. These consolidated financial statements are prepared on a historical cost
basis except for certain financial assets, which are measured at fair value.
These consolidated financial statements were authorized for issuance by the Board of Directors of the
Company on April 13, 2022.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a) Consolidation
The consolidated financial statements of the Company include the following subsidiaries:
Subsidiaries
Suramina Resources Inc.
NGEx Argentina Holdings Inc.
NGEx RioEx Holdings Inc.
Frontera Holdings (Bermuda) I Ltd.
Frontera Holdings (Bermuda) II Ltd.
Frontera Holdings (Bermuda) III Ltd.
Urupampa S.A.
RioEx Uruguay S.A.
Minera Frontera del Oro SPA.
Desarrollo de Prospectos Mineros Peruanos S.A.C.
Pampa Exploracion S.A.
RioEx S.A.
Jurisdiction
Canada
Canada
Canada
Bermuda
Bermuda
Bermuda
Uruguay
Uruguay
Chile
Peru
Argentina
Argentina
Nature of operations
Holding company
Holding company
Holding company
Holding company
Holding company
Holding company
Holding company
Holding company
Exploration company
Exploration Company
Exploration company
Exploration company
The Company consolidates an entity when it has power over that entity, is exposed, or has rights, to
variable returns from its involvement with that entity and has the ability to affect those returns through
its power over that entity.
5
NGEx Minerals Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2021 and 2020
(Expressed in Canadian Dollars, unless otherwise stated)
All the Company’s subsidiaries are wholly-owned and all intercompany balances, transactions, including
income and expenses arising from inter-company transactions, are eliminated in preparing the
consolidated financial statements.
b) Critical accounting estimates, assumptions and judgements
The preparation of the consolidated financial statements in accordance with IFRS requires management
to make estimates, assumptions and judgements that affect the reported amounts of assets, liabilities
and expenditures on the financial statements. These estimates, assumptions and judgements are based
on management’s best knowledge of the relevant facts and circumstances taking into account previous
experience. Actual results could differ and such differences could be material. Estimates, assumptions
and judgements are reviewed on an ongoing basis and are based on historical experience and other
facts and circumstances. Revisions to estimates, assumptions and judgements, and the resulting effects
on the carrying amounts of the Company’s assets and liabilities, are accounted for prospectively.
Information about estimates, assumptions, judgments and other sources of estimation uncertainty as
at December 31, 2021 that have a risk of resulting in a material adjustment to the carrying amounts of
assets and liabilities within the next year are provided below:
Valuation of mineral properties – The Company carries the acquisition costs of its mineral properties
at cost less any provision for impairment. At each reporting date, the Company reviews its mineral
properties for indicators of impairment, which requires the Company to exercise key judgements,
including but not limited to, the Company’s right to explore the mineral property, whether the Company
has further plans or budgets for substantive expenditures for the ongoing exploration and evaluation of
the mineral property, the impact of exploration and evaluation results to date with respect to the mineral
property, and the likelihood that the carrying value of the mineral property will be recovered in the
future through development or sale of the asset. If indicators of impairment are identified, the Company
would further review the carrying values of the applicable mineral properties to determine if their
carrying values may exceed their fair value, which also requires the Company to make significant
judgments and estimates. The judgments and estimates mentioned above are subject to various risks
and uncertainties, which may ultimately have an effect on the expected recoverability of the carrying
values of the mineral properties.
The Company has determined that no indicators of impairment exist for its mineral properties as of
December 31, 2021.
c) Foreign currency translation
These consolidated financial statements are presented in Canadian dollars, which is the Company’s
functional and presentation currency. The functional currencies of its material subsidiaries, which have
operations in Chile and Argentina, are the Chilean peso and the Argentine peso, respectively.
For the Company’s Argentine subsidiaries, which are affected by hyperinflationary accounting as
described in Notes 3n and 4 below, and use the Argentine peso as their functional currency, the results
and financial position of this subsidiary are translated into the presentation currency using the exchange
rate prevailing at the date of the statement of financial position.
The results and financial position of all other subsidiaries that have a functional currency different from
the presentation currency are translated into the presentation currency as follows:
6
NGEx Minerals Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2021 and 2020
(Expressed in Canadian Dollars, unless otherwise stated)
Assets and liabilities for each statement of financial position presented are translated using the
exchange rate prevailing at the date of that statement of financial position.
Income, expenses, and other comprehensive income for each statement of comprehensive income
are translated at average exchange rates (unless this average is not a reasonable approximation
of the cumulative effect of the rates prevailing on the transaction dates, in which case income and
expenses are translated at the rate on the dates of the transactions).
All resulting exchange differences are recognized as a separate component of equity and in other
comprehensive income.
d) Mineral properties and exploration expenditure
The Company capitalizes acquisition costs for property rights, including payments for exploration rights
and estimated fair value of exploration properties acquired as part of an acquisition.
Mineral exploration costs and maintenance payments are expensed prior to the determination that a
property has economically recoverable ore reserves. When it has been established that a mineral
property is considered to be sufficiently advanced to the development stage, with economic viability and
technical feasibility demonstrated, all further expenditures for the current year and subsequent years
are capitalized as incurred and subsequently amortized on a units of production based on proven and
probable reserves of the assets to which they relate.
e) Impairment of non-financial assets
Non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by
which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher
of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment,
assets are grouped at the lowest levels for which there are separately identifiable cash inflows (cash-
generating units, or “CGU’s”). Value in use is determined as the present value of future cash inflows
expected to be derived from a CGU using a pre-tax discount rate that reflects the current time value of
money and the risks specific to that CGU.
Non-financial assets that have been previously impaired are reviewed for possible reversal of the
impairment at each reporting date.
f) Financial instruments
(i) Recognition
The Company measures and classifies its financial assets based on its business model for managing its
financial assets and the contractual cash flow characteristics of those financial assets. Financial assets
are classified into three measurement categories on initial recognition: those measured at fair value
through profit or loss, those measured at fair value through other comprehensive income (“OCI”) and
those measured at amortized cost.
Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus
transaction costs, respectively, and subsequently carried at amortized cost less any impairment.
7
NGEx Minerals Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2021 and 2020
(Expressed in Canadian Dollars, unless otherwise stated)
Investments in marketable securities, such as equity instruments of publicly listed entities, are required
to be measured at fair value through profit or loss, unless the Company makes an irrevocable election
to present subsequent changes in the fair value of such instruments through OCI. The Company has
not elected to measure any of its marketable securities through OCI.
(ii) Derecognition
The Company derecognizes financial assets when the contractual rights to cash flows from the financial
assets expire, or when it transfers the financial assets and substantially all the associated risk and
rewards of ownership to another entity. A financial liability is derecognized when the obligation under
the liability is discharged, canceled or expired. Gains and losses on derecognition of financial assets and
liabilities are generally recognized in the consolidated statement of comprehensive loss.
(iii) Impairment
The Company recognizes a loss allowance for expected credit losses on financial assets that are
measured at amortized costs based on a probability-weighted estimate of credit losses over the expected
life of the financial asset.
At each reporting date, the Company measures the loss allowance for the financial asset at an amount
equal to the lifetime expected credit losses if the credit risk on the financial asset has increased
significantly since initial recognition. If at the reporting date, the credit risk on the financial asset has
not increased significantly since initial recognition, the Company measures the loss allowance for the
financial asset at an amount equal to twelve month expected credit losses. Impairment losses on
financial assets carried at amortized cost are reversed in subsequent periods if the expected credit losses
are reversed after the impairment was recognized.
g) Cash
Cash includes cash on hand, and deposits held with financial institutions with a fixed deposit term of
three months or less, net of bank overdrafts.
h) Equipment
Equipment is carried at cost less accumulated depreciation and impairment losses. The cost of an asset
consists of its purchase price, any directly attributable costs of bringing the asset to the working
condition and location of its intended use and an initial estimate of the costs of dismantling and removing
the item and restoring the site on which it is located.
Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as
appropriate, only when it is probable that future economic benefits associated with the item will flow to
the Company and the cost of the item can be measured reliably.
8
NGEx Minerals Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2021 and 2020
(Expressed in Canadian Dollars, unless otherwise stated)
Depreciation of each asset is calculated using the straight line method to allocate its cost less its residual
value over its estimated useful life. The depreciation rates and methods for the Company’s equipment
are as follows:
Vehicles/Mobile Equipment
Straight line over 5 years
The assets’ residual values, depreciation methods, and useful lives are reviewed, and adjusted if
appropriate, at each statement of financial position date.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying
amount is greater than its estimated recoverable amount.
When an asset is disposed of, the difference between the net sale proceeds and its carrying amount is
recognized as a gain or loss within net loss on the consolidated statement of comprehensive loss.
i) Current and deferred income tax
The Company follows the liability method of accounting for income taxes. Under the liability method,
deferred income tax assets and liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets and liabilities and their
respective tax bases, unused tax losses and other income tax deductions. Deferred income tax assets
are recognized for deductible temporary differences, unused tax losses and other income tax deductions
to the extent that it is probable the Company will have taxable income against which those deductible
temporary differences, unused tax losses and other income tax deductions can be utilized.
Deferred income tax assets and liabilities are measured using enacted or substantively enacted tax rates
expected to apply when the related assets are realized or the liabilities are settled. The measurement
of deferred income tax assets and liabilities reflects the tax consequences that would follow from the
manner in which the Company expects, at the reporting date, to recover and settle the carrying amounts
of its assets and liabilities, respectively. The effect on deferred income tax assets and liabilities of a
change in tax rates is recognized in the period in which the change is substantively enacted.
j) Share capital
Common shares are classified as equity. Incremental costs directly attributable to the issuance of new
ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.
k) Share-based compensation
The Company has a share-based compensation plan, whereby it is authorized to grant share options to
officers, employees, directors, and other eligible persons. The fair value of the options is measured at
the date the options are granted, using the Black-Scholes option-pricing model with assumptions for
risk-free interest rates, dividend yields, volatility of the expected market price of the common shares
and an expected life of the options. The fair value less estimated forfeitures is charged over the vesting
period of the related options as an expense on its financial statements.
9
NGEx Minerals Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2021 and 2020
(Expressed in Canadian Dollars, unless otherwise stated)
l) Provisions
Provisions for restructuring costs and legal claims are recognized when: the Company has a present
legal or constructive obligation as a result of past events; it is probable that an outflow of resources
will be required to settle the obligation; and the amount can be reliably estimated.
Provisions are measured at the present value of the expenditures expected to be required to settle the
obligations using the pre-tax rate that reflects current market assessments of the time value of money
and the risks specific to the obligation. The increase in the provision due to the passage of time is
recognized as interest expense.
m) Segment reporting
As the Company primarily focuses its activity on the exploration and development of mineral properties,
its operating and reportable segments are the Los Helados Project, the Company’s exploration projects
in Argentina, other exploration projects, and the Company’s corporate administration function.
Operating segments are components of an entity that engage in business activities from which they
incur expenses and whose operating results are regularly reviewed by a chief operating decision maker
to make resource allocation decisions and to assess performance. The Chief Executive Officer, the chief
operating decision-maker for the Company, obtains and reviews operating results of each operating
segment on a monthly basis.
n) Hyperinflation
The Company applies IAS 29, Financial Reporting in Hyperinflationary Economies, which outlines the
use of the hyperinflationary accounting to consolidate and report its Argentine operating subsidiaries.
The application of hyperinflationary accounting requires restatement of the Argentine subsidiaries’ non-
monetary assets and liabilities, shareholders’ equity and comprehensive loss items from the transaction
date when they were first recognized into the current purchasing power which reflects a price index
current at the end of the reporting period before being included in the consolidated financial
statements. To measure the impact of inflation on its financial position and results, the Company has
elected to use the Wholesale Price Index (Indice de Precios Mayoristas or “IPIM”) for periods up to
December 31, 2016, and the Retail Price Index (Indice de Precios al Consumidor or “IPC”) thereafter.
These price indices have been recommended by the Government Board of the Argentine Federation of
Professional Councils of Economic Sciences (“FACPCE”).
As the consolidated financial statements of the Company have been previously presented in Canadian
dollars, a stable currency, the comparative period amounts do not require restatement.
o) New accounting pronouncements
The IASB and/or the IFRS Interpretations Committee have issued new standards and amendments, or
interpretations to existing standards, which were not yet effective and not applied by the Company as
at December 31, 2021. The Company continues to evaluate these changes to determine their impact,
if any.
10
NGEx Minerals Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2021 and 2020
(Expressed in Canadian Dollars, unless otherwise stated)
IAS 16, Property, plant and equipment
IAS 16 has been amended to provide clarity with respect to the treatment of net proceeds generated
from selling any items produced while bringing an item of property, plant and equipment to the location
and condition necessary for it to be capable of operating in the manner intended by the entity.
Specifically, the amendments prohibit entities from deducting amounts resulting from the selling of
items produced during this phase from the cost of property, plant and equipment. Instead, an entity
shall recognize such sales proceeds and related costs in profit or loss.
The amendments to IAS 16 are effective for annual reporting periods beginning on or after January 1,
2022 and are not expected to have an impact on the Company’s financial results for the year ended
December 31, 2022.
There are no other IFRS standards or International Financial Reporting Interpretations Committee
interpretations that are not yet effective or early adopted that are expected to have any impact on the
Company.
4. HYPERINFLATION
Argentina was designated a hyperinflationary economy as of July 1, 2018 for accounting purposes.
The Company recognized a gain of $56,277 for the year ended December 31, 2021 (2020: loss of
$179,426) in relation to the impact of hyperinflation within other comprehensive income, which is
primarily the result of continued inflation during the year and the resulting adjustments recognized
on the net asset position of held by the Company’s Argentine operating subsidiaries.
As a result of changes in the IPC and changes to the Company’s net monetary position, the Company
recognized a net monetary loss of $54,923 for the year ended December 31, 2021 (2020: $6,022),
to adjust transactions recorded during the year into a measuring unit current as of December 31,
2021.
The level of the IPC at December 31, 2021 was 582.5 (December 31, 2020: 385.9), which represents
an increase of approximately 51% over the IPC at December 31, 2020, and an approximate 19%
increase over the average level of the IPC during the year ended December 31, 2021.
11
NGEx Minerals Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2021 and 2020
(Expressed in Canadian Dollars, unless otherwise stated)
5. RECEIVABLES AND OTHER ASSETS
Current
Taxes receivable
Other receivables and advances
Other prepaid expenses and deposits
Non-current
Taxes receivable
Deferred surface access rights
Deferred Surface Access Rights
December 31,
2021
December 31,
2020
49,076
193,059
687,477
929,612
86,489
155,710
242,199
62,297
41,175
137,895
241,367
105,950
-
105,950
Historically, the Company has had a contractual agreement with the owners of the surface rights
covering the Los Helados properties, which gave the Company access over these surface rights for
exploration, development, and mining through to closure of any mining operation, in exchange for
certain payments which are linked to project activities and certain development milestones (the
“Original Surface Access Agreement”). The Original Surface Access Agreement provided for
minimum annual payments of US$0.5 million which covered basic access to the property and
minimal surface disturbance such as road maintenance.
On January 26, 2021, the Original Surface Access Agreement was mutually terminated by the
Company and the holders of the surface rights and replaced with an interim surface access
agreement with an effective period of three years (the “Interim Surface Access Agreement”). The
Interim Surface Access Agreement reduces the Company’s payments to the holders of the surface
rights to coincide with the current, reduced level of activities at the Los Helados properties. As a
result, the payments by the Company to the holders of the surface rights have been reduced, with
US$200,000 paid upon execution and another US$200,000 to be paid in January 2022. In return,
during the effective period of the Interim Surface Access Agreement, the Company is permitted to
access the surface rights for conducting environmental data collection, site visits, and general
maintenance of the Los Helados properties, but prohibits the undertaking of programs for the
purposes of exploration or development.
Accordingly, as at December 31, 2021, the payment of US$200,000 due in January 2022 has been
recognized within trade payables and accrued liabilities. As at December 31, 2021, this contractual
liability had a Canadian dollar equivalent of approximately $253,560.
As the payments related to the Interim Surface Access Agreement provide the Company the benefit
of access for a period of three years ending January 2024, the pro rata portion relating to the 12
months ending December 31, 2022 have been classified as a current asset, whereas all other
amounts have been classified as non-current.
12
NGEx Minerals Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2021 and 2020
(Expressed in Canadian Dollars, unless otherwise stated)
On November 30, 2021, in preparation for a drill program at the Los Helados properties to occur in
early 2022, the Company and the owners of the surface rights executed an addendum to the Interim
Surface Access Agreement, whereby in exchange for an incremental US$300,000 payment, the
Company has temporarily reinstated its access rights as per the Original Surface Access Agreement
for a period ending December 31, 2022. As the incremental payment related to the temporary
reinstatement of surface access rights provides the Company the benefit of access up to December
31, 2022, the pro rata portion relating to the year ending December 31, 2022 has been deferred as
a current asset.
Non-current Taxes Receivable
Pursuant to local regulations, the Company is entitled to a refund of certain value added taxes
(“VAT”) paid in Argentina. While the Company continues to expect full payment of the amounts
claimed, the timing of receipt of the refunds has become increasingly uncertain due to ongoing
delays which have now exceeded the Company’s prior expectations and experiences. Accordingly,
the corresponding taxes receivable balance has been classified as non-current.
6. MINERAL PROPERTIES
Los Helados
Project
Nacimientos
Properties
Total
January 1, 2020
Additions
$ 3,924,374
133,558
$ 840,831
-
$ 4,765,205
133,558
Write down
Effect of foreign currency
translation
Adjustments for impacts of
hyperinflation
December 31, 2020
Additions
Effect of foreign currency
translation
December 31, 2021
Los Helados Project
(827,343)
(827,343)
47,939
-
47,939
-
(13,488)
(13,488)
$ 4,105,871
$ -
$ 4,105,871
125,756
(694,540)
-
-
125,756
(694,540)
$ 3,537,087
$ -
$ 3,537,087
The Company’s primary mineral property assets are the Los Helados properties and the La Rioja
properties (together, the “Los Helados Project”), which are comprised of adjacent mineral titles in
Region III, Chile, and the San Juan Province in Argentina.
The Company is the majority partner and operator of the Los Helados Project, which is subject to a
Joint Exploration Agreement (“JEA”) with its exploration partner, Nippon Caserones Resources Co. Ltd.
(“NCR”). NCR became the Company’s partner on April 1, 2020 when Pan Pacific Copper Co. Ltd.
transferred its interest in the Los Helados Project to NCR, a subsidiary of JX Nippon Mining and Metals
Corporation, a Tokyo-based mining and smelting company that also owns the Caserones Mine, located
approximately 12 kilometres from the Los Helados properties.
13
NGEx Minerals Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2021 and 2020
(Expressed in Canadian Dollars, unless otherwise stated)
The Company holds an approximate 64% interest in the underlying Los Helados properties, which are
located in Region III, Chile, and a 60% interest in the La Rioja properties, located in the adjacent San
Juan Province in Argentina.
The Company has been funding and accounting for 100% of the expenditures related to the Los
Helados Project following the election by the exploration partner pursuant to the JEA not to fund its
share of expenditures since September 1, 2015. The sole funding of expenditures at the Los Helados
Project has resulted in dilution of NCR’s interest, and corresponding increases to the Company’s
interest, resulting in the amounts noted in the preceding paragraph.
Valle Ancho Properties
On August 29, 2019, the Company entered into an option agreement with the Province of Catamarca,
Argentina to earn a 100% interest in the Valle Ancho and Interceptor properties (collectively, the “Valle
Ancho Properties”), located in Catamarca, Argentina, by making US$8.0 million in qualifying exploration
expenditures on the Valle Ancho Properties over a two-year period. In August 2020, the option period
for Valle Ancho was extended from August 2021 to December 2022.
7. CREDIT FACILITY
On February 19, 2021, the Company obtained an unsecured US$3.0 million credit facility (the “2021
Facility”) from Zebra Holdings and Investments S.à.r.l. (“Zebra”) and Lorito Holdings S.à.r.l. (“Lorito”)
to provide financial flexibility to fund ongoing exploration and for general corporate purposes. Zebra
and Lorito are companies controlled by a trust settled by the late Adolf H. Lundin. Zebra and Lorito
report their respective security holdings in the Company as joint actors, as defined by Canadian
securities regulations, and are related parties of the Company by virtue of their combined shareholding
in the Company in excess of 20%.
As consideration for the 2021 Facility, Zebra and Lorito received 40,000 common shares upon
execution thereof (the “Commitment Shares”) and is entitled to receive an additional 600 common
shares each month, for every US$50,000 in principal outstanding, prorated accordingly for the
number of days outstanding.
During the year ended December 31, 2021, the Company drew a total of US$2,550,000 against the
2021 Facility, and the amount was fully repaid in November 2021 following the completion of an
equity financing (Note 9). The repayment had a Canadian dollar equivalent of approximately $3.2
million. As at December 31, 2021, no amount remained drawn or outstanding against the 2021
Facility, and it matured on February 19, 2022 with no interest paid in cash during its term.
As a result of the amounts previously drawn, during the year ended December 31, 2021, 146,026
common shares were issued to Zebra and Lorito in connection with the 2021 Facility, and the
Company has recognized $108,291 (2020: $nil) in financing costs through the consolidated
statement of comprehensive loss. In addition, $3,334 has been deferred within prepaid expenses
and other deposits as at December 31, 2021 as it relates to a portion of the Commitment Shares.
All common shares issued in conjunction with the facilities are subject to a four-month hold period
under applicable securities laws.
14
NGEx Minerals Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2021 and 2020
(Expressed in Canadian Dollars, unless otherwise stated)
8. DUE TO EXPLORATION PARTNER
Pursuant to the Josemaria Arrangement, the Company assumed from Josemaria an obligation to fund
a partner’s share of exploration expenditures related to the La Rioja properties (the “Obligation”). In
accordance with the terms of the JEA between the Company and the partner, NCR, the Company has
elected to settle the Obligation through funding NCR’s share of exploration expenditures, which
remained US$3.4 million as at December 31, 2021, and has no defined timeline for settlement.
The Company considered the estimated timeframe required to expend the remaining US$3.4 million on
behalf of NCR at the La Rioja properties and has presented the remaining obligation as a non-current
liability, discounted to its present value at an annual effective rate of 8%.
As at December 31, 2021, the Company reviewed the nature and timing of future expenditures at the
La Rioja properties and increased its expected annual funding of NCR’s share of future exploration
expenditures from US$22,400 to US$25,600 based on its best estimate of exploration activities to be
conducted on the project. This revision reduces the estimated timeframe for the settlement of the
Obligation. The effect of this change in future estimated expenditures at the La Rioja properties is an
increase in the amount due to exploration partner by $33,431, with a corresponding amount recognized
within other losses on the consolidated statement of comprehensive loss for the year ended December
31, 2021.
9. SHARE CAPITAL
The Company has authorized an unlimited number of voting common shares without par value.
On November 1, 2021, the Company closed a non-brokered private placement, pursuant to which the
Company sold an aggregate of 31,250,000 common shares at a price of $0.80 per common share,
generating aggregate gross proceeds of $25.0 million (the “Financing”). Share issuance costs related
to the Financing totaled $0.7 million, and included professional fees, regulatory fees, and 5% finders’
fees payable in cash on approximately $13.3 million of the gross proceeds from the Financing.
The common shares issued under the Financing were subject to a hold period, which expired on March
2, 2022.
10. SHARE OPTIONS
a) Share option plan
The Company has a share option plan adopted by the Board of Directors on May 7, 2019, which
reserves an aggregate of 10% of the issued and outstanding shares of the Company for issuance upon
the exercise of options granted. The granting, vesting and terms of the share options are at the
discretion of the Board of Directors.
b) Share options outstanding
Movements in the number of share options outstanding and their related weighted average exercise
prices are as follows:
15
NGEx Minerals Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2021 and 2020
(Expressed in Canadian Dollars, unless otherwise stated)
Balance at January 1, 2020
Options granted
Expired
Balance at December 31, 2020
Options granted
Exercised
Expired or forfeited
Balance at December 31, 2021
Number of
shares issuable
pursuant to
share options
6,657,500
2,660,000
(1,182,500)
8,135,000
2,280,000
(101,666)
(1,152,500)
9,160,834
Weighted
average
exercise price
per share
$ 0.64
0.54
0.89
$ 0.57
0.68
0.57
0.81
$ 0.56
On September 1, 2021, the Company granted a total of 2,280,000 share options to officers, employees,
directors and other eligible persons at an exercise price of $0.68 per share.
The Company uses the Black-Scholes option pricing model to estimate the fair value for all options
granted and the resulting stock-based compensation. The weighted average assumptions used in this
pricing model, and the resulting fair values per option, for the 2,280,000 share options granted during
the year ended December 31, 2021, are as follows:
(i)
(ii)
(iii)
(iv)
(v)
Risk-free interest rate:
Expected life:
Expected volatility:
Expected dividends:
Fair value per option:
0.71%
5 years
60.81%
nil
$0.35
The following table details the share options outstanding and exercisable as at December 31, 2021:
Exercisable options
Weighted
average
remaining
contractual
life
(Years)
2.74
3.92
2.15
2.98
Weighted
average
exercise
price
$0.475
$0.54
$0.68
$0.53
Options
exercisable
3,410,000
1,746,668
987,500
6,144,168
Outstanding options
Weighted
average
remaining
contractual
life
(Years)
2.74
3.92
3.89
3.47
Weighted
average
exercise
price
$0.475
$0.54
$0.68
$0.56
Options
outstanding
3,410,000
2,583,334
3,167,500
9,160,834
Exercise
price
$0.475
$0.54
$0.68
16
NGEx Minerals Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2021 and 2020
(Expressed in Canadian Dollars, unless otherwise stated)
c) Share-based compensation
Exploration and project investigation
General and administration
Year ended
December 31,
2020
100,528
539,085
639,613
2021
86,239
487,837
574,076
11. EXPLORATION AND PROJECT INVESTIGATION
Due to the geographic location of the Company’s current mineral property interests, the Company’s
business activities generally fluctuate with the seasons, with increased exploration activities during the
summer months in South America. As a result, a general recurring trend is the increase in exploration
expenditures, and therefore net losses, for the fourth quarter and first quarter of a fiscal year, relative
to the second and third quarters.
The Company expensed the following exploration and project investigation costs for the years ended
December 31, 2021 and 2020:
17
NGEx Minerals Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2021 and 2020
(Expressed in Canadian Dollars, unless otherwise stated)
Year ended
December 31,
2021
2020
Los Helados
Project
Nacimientos
Properties
Valle
Ancho
Other
Total
Land holding and access costs
Fuel, camp costs and field supplies
Roadwork, travel and transport
Consultants, geochemistry and geophysics
Environmental and community relations
VAT and other taxes
Office, field and administrative salaries,
overhead and other administrative costs
Share-based compensation
COVID-19-related health and safety
Total
Land holding and access costs
Fuel, camp costs and field supplies
Roadwork, travel and transport
Engineering and conceptual studies
Consultants, geochemistry and geophysics
Environmental and community relations
VAT and other taxes
Office, field and administrative salaries,
overhead and other administrative costs
Share-based compensation
Total
400,219
261,069
142,014
112,765
39,442
104,478
260,259
20,409
-
1,340,655
809,249
34,127
29,811
26,517
53,131
64,427
29,640
-
-
-
-
-
-
-
8,010
1,194,990
673,076
515,605
16,728
540,916
30,174
21
122
65,575
-
7,913
438,403
1,456,080
815,212
693,945
56,170
653,307
1,039,153
31,423
1,330,835
60,542
-
-
134,705
- 4,183,725
5,288
-
140,516
86,239
134,705
5,664,896
6,194
12,316
3,009
-
-
184
11,935
9,481
117,974
143,720
-
394,712
35,339
208,739
32,071
44
51
-
157,190
-
11,179
856,995
164,461
176,591
26,517
605,033
99,950
261,493
293,366
42,063
1,382,331
42,756
2,398
660,571
49,290
78,792 1,619,826
15,398
6,777
222,710
1,012,091
100,528
3,303,659
18
NGEx Minerals Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2021 and 2020
(Expressed in Canadian Dollars, unless otherwise stated)
12. RELATED PARTY TRANSACTIONS
Under the normal course of operations, the Company may undertake transactions or hold balances
with related parties. Other than those related party transactions identified elsewhere in these
consolidated financial statements, the Company also engages with Josemaria and Filo Mining Corp.
(“Filo Mining”), related parties by way of directors, officers and shareholders in common, and MOAR
Consulting Inc. (“MOAR”), an exploration consulting firm, of which a director of the Company is the
president.
a) Related party services
The Company has a cost sharing arrangement with Josemaria and Filo Mining. Under the terms of this
arrangement, the Company may, from time to time, provide management, technical, administrative
and/or financial services (collectively, “Management Services”) to Josemaria and Filo Mining, and vice
versa. In addition, the Company engages MOAR to provide exploration consultation. These transactions
were incurred in the normal course of operations, and are summarized as follows:
Management Services to Josemaria
Management Services to Filo Mining
Management Services from Josemaria
Management Services from Filo Mining
Exploration Consultation from MOAR
b) Related party balances
Year ended
December 31,
2020
2021
83,524
591,415
(42,058)
(549,787)
(57,000)
139,906
500,101
(150,750)
(433,148)
(106,875)
The amounts due from (to) related parties, and the components of the consolidated statements of
financial position in which they are included, are as follows:
Related Party
December 31,
2021
December 31,
2020
Receivables and other assets
Receivables and other assets
Accounts payable and accrued liabilities
Accounts payable and accrued liabilities
Accounts payable and accrued liabilities
Josemaria
Filo Mining
Josemaria
Filo Mining
MOAR
27,996
24,343
(1,667)
(15,113)
-
-
5,850
-
(11,752)
(14,125)
19
NGEx Minerals Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2021 and 2020
(Expressed in Canadian Dollars, unless otherwise stated)
c) Key management compensation
The Company’s key management personnel have the authority and responsibility for overseeing,
planning, directing and controlling its activities and consist of the Board of Directors and members of
the executive management team. Total compensation expense for key management personnel, and
the composition thereof, is as follows:
Salaries and other payments
Short-term employee benefits
Directors fees
Stock-based compensation
Severance
13. INCOME TAXES
Year ended
December 31,
2020
435,333
15,440
82,000
514,877
-
1,047,650
2021
474,000
14,000
82,000
458,478
75,000
1,103,478
Income tax expense differs from the amount that would result from applying the Canadian federal and
provincial income tax rates to the loss for the year. These differences result from the following items:
Loss before taxes
Combined Canadian federal and provincial statutory
income tax rates
Income tax recovery based on the above rate
Changes to income tax balances and other items that have
not been recognized
Impacts of changes and differences in foreign tax and
currency rates
Non-deductible expenses and permanent differences
Total income tax recovery
Year ended
December 31,
2020
2021
5,456,734
5,892,878
27.00%
1,473,318
27.00%
1,591,077
671,598
(1,152,100)
(3,048,874)
903,958
-
(133,457)
(305,520)
-
20
NGEx Minerals Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2021 and 2020
(Expressed in Canadian Dollars, unless otherwise stated)
The Company’s unrecognized deductible temporary differences and unused tax losses for which no
deferred tax asset has been recognized consist of the following:
Non-capital losses carried forward
Mineral properties and related expenditures
Other
Year ended
December 31,
2020
1,216,823
19,183,197
-
2021
1,896,749
17,870,945
154,632
19,922,326 20,400,020
As at December 31, 2021, the non-capital loss carry-forwards and their respective expiration dates are
as follows:
Year
2022
2023
2024
2025
2026 and onwards
Canada
-
-
-
-
5,920,264
5,920,264
Argentina
16,587
296,021
17,321
18,203
406,971
755,103
Other
20,225
22,980
37,428
32,379
18,451
131,463
Total
36,812
319,001
54,749
50,582
6,345,686
6,806,830
14. SEGMENTED INFORMATION
The Company is principally engaged in the acquisition, exploration and development of mineral
properties in South America. The information regarding mineral properties and exploration and project
investigation costs presented in Notes 6 and 11, respectively, represent the manner in which
management reviews its business performance. Materially all of the Company’s mineral properties and
exploration and project investigation costs relate to South America, particularly Chile and Argentina. The
net gains on the use of marketable securities are allocated to the Valle Ancho Project, as for the year
ended December 31, 2021, they are solely the result of funding provided to an Argentine subsidiary,
Pampa Exploracion S.A., in support of this project. Materially all of the Company’s administrative costs
are incurred by the Canadian parent, where materially all of the Company’s cash is held in the normal
course of business until it is required to be deployed to the Company’s South American subsidiaries in
support of ongoing and planned work programs.
21
NGEx Minerals Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2021 and 2020
(Expressed in Canadian Dollars, unless otherwise stated)
The following are summaries of the Company’s current and non-current assets, current liabilities, and net losses by segment:
Current assets
Non-current receivables and
other assets
Equipment
As at
December 31, Mineral properties
2021
Total assets
Los Helados
Project
Valle Ancho
Corporate
Total
1,077,512
2,472,602
18,379,540
21,929,654
155,710
-
3,537,087
4,770,309
86,489
23,968
-
-
-
-
242,199
23,968
3,537,087
2,583,059
18,379,540
25,732,908
Current liabilities
Due to exploration
partner
Total liabilities
537,961
1,158,217
259,638
1,955,816
-
537,961
-
1,158,217
393,719
653,357
393,719
2,349,535
Current assets
Non-current receivables and
other assets
Equipment
As at
December 31, Mineral properties
2020
Total assets
Current liabilities
Due to exploration
partner
Total liabilities
Los Helados
Project
Nacimientos &
Valle Ancho
Corporate
Total
128,924
201,442
809,819
1,140,185
105,950
26,314
-
333,706
-
-
-
809,819
105,950
26,314
4,105,871
5,378,320
222,337
300,332
590,516
-
222,337
345,977
646,309
345,977
936,493
-
-
4,105,871
4,234,795
67,847
-
67,847
22
NGEx Minerals Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2021 and 2020
(Expressed in Canadian Dollars, unless otherwise stated)
Year ended
December 31,
2021
2020
Exploration and
project
investigation
Gain on use of
marketable
securities
General and
administration
and other items
Net loss
Exploration and
project
investigation
Write down of
mineral property
interest
Gain on use of
marketable
securities
General and
administration
and other items
Net loss
Los Helados
Project
Valle Ancho
Corporate
Other
Total
1,340,655
4,183,725
-
(2,477,478)
-
-
140,516
5,664,896
-
(2,477,478)
78,883
1,419,538
110,868
1,817,115
2,079,565
2,079,565
-
140,516
2,269,316
5,456,734
Los Helados
Project
Nacimientos
& Valle Ancho
Corporate
Other
Total
1,382,331
1,698,618
-
-
827,343
(270,198)
-
-
-
80,798
1,463,129
60,184
2,315,947
1,891,092
1,891,092
222,710
3,303,659
-
-
-
222,710
827,343
(270,198)
2,032,074
5,892,878
23
NGEx Minerals Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2021 and 2020
(Expressed in Canadian Dollars, unless otherwise stated)
15. USE OF MARKETABLE SECURITIES
From time to time, the Company may acquire and transfer marketable securities to facilitate
intragroup funding transfers between the Canadian parent and its Argentine operating subsidiaries.
The Company does not acquire marketable securities or engage in these transactions for speculative
purposes. In this regard, under this strategy, the Company generally uses marketable securities of
large and well-established companies, with high trading volumes and low volatility. Nonetheless, as
the process to acquire, transfer and ultimately sell the marketable securities occurs over several
days, some fluctuations are unavoidable.
As the marketable securities are acquired with the intention of a near term sale, they are considered
financial instruments that are held for trading. Accordingly, all changes in the fair value of the
instruments, between acquisition and disposition, are recognized through profit or loss.
As a result of having utilized this mechanism for intragroup funding for the year ended December
31, 2021, the Company realized a net gain of $2,477,478 (2020: $270,198). The net gain for the
year ended December 31, 2021 was comprised of a favorable foreign currency impact of $2,943,625
(2020: $219,831) and a trading loss of $466,147 (2020: gain of $50,367), including the impact of
fees and commissions.
16. CAPITAL MANAGEMENT
The Company’s objectives when managing capital are to safeguard its ability to continue as a going
concern in order to pursue the development of its mineral properties and to maintain a flexible
capital structure which optimizes the costs of capital at an acceptable risk. In the definition and
management of capital, the Company considers the items included in shareholders’ equity to be
capital.
The Company manages the capital structure and makes adjustments, as necessary, in light of
changes in economic conditions and the risk characteristics of its assets. In order to maintain or
adjust the capital structure, the Company may attempt to issue new shares or debt instruments,
acquire or dispose of assets, or to bring in joint venture partners.
To facilitate the management of its capital requirements, the Company may prepare expenditure
plans and budgets that are updated as necessary depending on various factors, including, but not
limited to, successful capital deployment and general industry conditions.
24
NGEx Minerals Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2021 and 2020
(Expressed in Canadian Dollars, unless otherwise stated)
17. FINANCIAL INSTRUMENTS AND MANAGEMENT OF FINANCIAL RISKS
The Company has estimated the fair values of its financial instruments based on appropriate
valuation methodologies. These values are not materially different from their carrying value.
The Company classifies the fair value of its financial instruments according to the following hierarchy
based on the amount of observable inputs used to value the instrument:
Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2 – inputs other than quoted prices included in Level 1 that are observable for the
assets or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
Level 3 – inputs for the asset or liability that are not based on observable market data
(unobservable inputs).
The Company’s financial instruments consist of cash, receivables and other assets, trade payables
and accrued liabilities, amounts owing against the 2021 Facility, if any, and the amounts due to its
exploration partner. Other than for the amounts due to its exploration partner, the carrying values
of the Company’s financial instruments are considered to be reasonable approximations of fair value
due to their short-term nature. For amounts due to its exploration partner, the Company revalues
the liability from time to time based on revisions to the timing and amounts of expected future
settlement, which the Company believes is a reasonable approximation of fair value. Between
revaluations, the liability is accreted.
As at December 31, 2021, the Company’s financial instruments are exposed to the following financial
risks, including credit, liquidity and currency risks:
(i)
(ii)
Credit risks associated with cash is minimal as the Company deposits the majority of its cash
with a large Canadian financial institution that has been accorded a strong investment grade
rating by a primary rating agency.
Liquidity risks associated with the inability to meet obligations as they become due is minimized
through the management of its capital structure as explained on Note 16 and by maintaining
good relationships with significant shareholders and creditors, such as Zebra and Lorito. The
Company also closely monitors and reviews its costs to date and actual cash flows on a monthly
basis.
The maturities of the Company’s financial liabilities as at December 31, 2021 are as follows:
Total
Less than
1 year
1-5
years
More than
5 years
Accounts payable and
accrued liabilities
Due to exploration partner
Total
1,955,817
4,324,641
1,955,817
-
6,280,458
1,955,817
-
-
-
-
4,324,641
4,324,641
25
NGEx Minerals Ltd.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2021 and 2020
(Expressed in Canadian Dollars, unless otherwise stated)
In accordance with the terms of a JEA between the Company and the partner, NCR, the
Company has elected to settle the Obligation through funding NCR’s share of exploration
expenditures, which remained US$3.4 million as at December 31, 2021, and has no defined
timeline for settlement. The Obligation has been discounted and recorded at its present
value at an annual effective rate of 8%.
(iii)
Foreign currency risk can arise when the Company or its subsidiaries transact or have net
financial assets or liabilities which are denominated in currencies other than their respective
functional currencies.
At December 31, 2021, the Company’s largest foreign currency risk exposure existed at the
level of its Canadian headquarters, where the Company held a net financial asset position
denominated in US dollars having a Canadian dollar equivalent of approximately $341,000. A
10% change in the foreign exchange rate between the US dollar, and the Canadian dollar,
NGEx Minerals’ functional currency, would give rise to increases/decreases of approximately
$34,000 in financial position/comprehensive loss.
18. SUBSEQUENT EVENT
On January 11, 2022, the Company granted a total of 1,760,000 share options to officers,
employees, directors and other eligible persons at an exercise price of $1.65 per share. The stock
options are exercisable, subject to vesting provisions, over a period of five years.
26
NGEX Minerals Corporate Directory
Company Head Office
Suite 2000 - 885 West Georgia Street
Vancouver, BC
V6C 3E8 Canada
Phone: +1 604 689 7842
Fax: +1 604 689 4250
Auditors
Pricewaterhouse Coopers LLP
Vancouver, BC
Canada
Registered and Records Office
2200-885 West Georgia Street
Vancouver, BC
V6C 3E8 Canada
Registrar and Transfer Agent
Computershare Trust Company of Canada
Vancouver, BC
Canada
Phone: +1 604 661 9400
Officers
Wojtek Wodzicki, President and CEO
Jeff Yip, Chief Financial Officer
Bob Carmichael, Vice President Exploration
Judy McCall, Corporate Secretary
Company Information
Amanda Strong
Investor Relations
Email: info@ngexminerals.com
Phone: +1 604 689 7842
Solicitors
Cassels Brock
Vancouver, BC
Canada
Directors
William Rand (Chairman)
Wojtek Wodzicki
Adam I. Lundin
David Mullen
Cheri Pedersen
Neil O’Brien
Share Listing
TSXV: NGEX
CUSIP: 65343P103