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The content of this website is provided to you for information purposes only. The information is not a comprehensive review of all matters relating to the Corporation, and the Corporation does not assume responsibility for how accurate, complete or current the information is at any point in time. While the Corporation may change the information on its website without notice, there is no obligation for the Corporation to update it, so it may not be the most current source of information about the company.
The information provided on this website is not an offer to sell or a solicitation to buy securities in any jurisdiction, nor is it intended to supplement or replace the required disclosures of the Corporation. No securities commission or other regulatory authority in Canada or any other country or jurisdiction has in any way passed upon the information contained on this website and no representation or warranty is made by Josemaría Resources Inc. to that effect. The information on this website is not intended to modify, qualify, supplement or amend information disclosed under corporate and securities legislation of any jurisdiction applicable to the Corporation and should not be used for the purpose of making investment decisions concerning the securities of the Corporation. The Corporation's public disclosure documents may be found at www.sedar.com or may be obtained by contacting the Corporation at 1-604-689-7842 or firstname.lastname@example.org.
Cautionary Note Regarding Forward-Looking Statements
This website contains certain “forward-looking information” and “forward-looking statements” within the meaning of securities laws (collectively referred to herein as “forward-looking information” or “forward-looking statements”) concerning the business, operations, financial performance, and condition of Josemaria Resources Inc. (hereinafter referred to as “Josemaria”, or the “Company” or the “Corporation”). 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 “expects”, “is expected”, “anticipates”, “believes”, “plans”, “projects”, “estimates”, “budgets”, “scheduled”, “forecasts”, “assumes”, “intends”, “strategy”, “goals”, “objectives”, “potential”, “possible” or variations thereof or stating that certain actions, events, conditions or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements.
Forward-looking information and forward-looking statements include, but are not limited to, information or statements with respect to the results of the feasibility study (the “Feasibility Study”) of the Company’s Josemaria Project in the San Juan Province of Argentina (the “Josemaria Project”) as set out in the Technical Report (as defined below), results and developments in our operations in future periods, planned activities and the expected results therefrom, the adequacy of our financial resources and other events or conditions that may occur in the future. These forward-looking statements may include statements regarding perceived merit of properties, exploration results and budgets, Mineral Resource and Mineral Reserve estimates, work programs, capital expenditures, operating costs, cash flow estimates, production estimates and similar statements relating to the economic viability of a project, timelines, strategic plans, including our plans and expectations relating to the Josemaria Project, completion of transactions, market prices for precious and base metals, future metal prices, statements with respect to the economic and scoping-level parameters of the Josemaria Project, the cost and timing of any development of the Josemaria Project, the proposed mine plan and mining methods, dilution and mining recoveries, processing method and rates and production rates, projected metallurgical recovery rates, infrastructure requirements, capital, operating and sustaining cost estimates, the projected life of mine and other expected attributes of the Josemaria Project, the net present value, the Josemaria Project proposed site layout, the timing of the environmental assessment process, changes to Josemaria Project configuration that may be requested as a result of stakeholder or government input to the environmental assessment process, government regulations and permitting timelines, estimates of reclamation obligations, requirements for additional capital, future issuances of Shares, environmental risks, and general business and economic conditions, or other statements that are not statements of fact. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Statements concerning Mineral Resource estimates may also be deemed to constitute “forward-looking statements” to the extent that they involve estimates of the mineralization that will be encountered if the Josemaria Project is developed.
Forward-looking information and statements are made based upon certain assumptions and other important factors that, if untrue, could cause the actual results, performance, or achievements of Josemaria to be materially different from future results, performance or achievements expressed or implied by such statements. Such statements and information are based on numerous assumptions regarding, among other things, favourable equity markets, present and future business strategies and the environment in which Josemaria will operate in the future, including the price of commodities, anticipated costs, ability to achieve goals, timing and availability of additional required financing; the ability to obtain or maintain permits, mineability and marketability, exchange rate assumptions being approximately consistent with the assumptions in the Technical Report, the availability of certain consumables and services and the prices for power and other key supplies being approximately consistent with assumptions in the Technical Report, labour and materials costs being approximately consistent with assumptions in the Technical Report, assumptions underlying Mineral Resource and Mineral Reserve estimates, assumptions made in determining the Mineral Resource and Mineral Reserve estimates and in the Technical Report, including, but not limited to, geological interpretation, grades, metal price assumptions, metallurgical and mining recovery rates, geotechnical and hydrogeological assumptions, capital and operating cost estimates, and general marketing, political, business and economic conditions, as applicable; ability to develop infrastructure; 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.
Forward-looking statements are subject to known and unknown risks, uncertainties and other important factors that may cause the actual results, performance, or achievements of the Company to be materially different from those expressed or implied by such forward-looking information and statements. The following, in addition to the factors described under “Risk Factors” in this website and in any documents incorporated or deemed incorporated by reference into this website, are among the factors that could cause actual results, performance or achievements to differ materially from the forward-looking information and statements:
- risks related to the evolving novel coronavirus (“COVID-19”) pandemic and health crisis and the governmental and regulatory actions taken in response thereto;
- risks related to the development of a project;
- significant increases or decreases in metal prices and the speculative nature of exploration;
- failure of exploration efforts to expand Mineral Resources;
- failure of exploration efforts to convert Inferred Mineral Resources to Indicated Mineral Resources;
- uncertainty regarding production estimates, including, without limitation, uncertainty as to whether production will be achieved at the Josemaria Project;
- unexpected changes in business and economic conditions;
- inaccuracies in Mineral Resource and Mineral Reserve estimates;
- risks related to liquidity and negative cash flow;
- risks that the market price of the Shares may fluctuate;
- risks that the sale of a significant number of the Shares in the public markets, or the perception of such sales, could depress the market price of the Shares;
- risks that holders of Shares will be diluted;
- the ability to arrange financing on favourable terms, or at all;
- the timely receipt of regulatory approvals, permits and licenses;
- risks related to carrying on business in an emerging market such as possible government instability and civil turmoil and economic instability;
- risks associated with the performance of the Company’s contractors;
- measures required to protect endangered species;
- deficient or vulnerable title to mining concessions and surface rights;
- the potential for litigation;
- difficulty complying with or amendment to tax or other regulatory regimes in Argentina;
- risks associated with operating in a hyper-inflationary economy;
- economic developments in Argentina that negatively impact the Company;
- local opposition to mining;
- risks associated with exploration and development activity;
- the Company’s lack of operating history;
- the Company’s reliance on the Josemaria Project as its material mineral project;
- effects of illegal mining on our properties;
- changes in interest and currency exchange rates;
- uncertainty as to reclamation and decommissioning liabilities;
- adverse conditions in the financial markets;
- volatility in the price of gold, silver and copper;
- risks associated with recruiting and retaining qualified personnel;
- availability of skilled personnel, contractors, materials, equipment, supplies, power and water;
- weather, including excessive snowfall in the Andes Mountains;
- unreliable infrastructure and geological, technical, drilling or processing problems;
- results of current and future exploration and development activities;
- results of pending and future economic and feasibility studies;
- political or economic instability, either globally or in the countries in which we operate;
- competition in the mining industry, including competition for property acquisitions;
- the inadequacy of insurance;
- compliance with anti-corruption and anti-bribery laws;
- limitations of disclosure and internal controls;
- unanticipated delays;
- risks associated with fraud;
- failure to satisfy the conditions of the Lorito 2019 Debenture, the Lorito 2020 Debenture and the 2020 Debenture (each as defined below);
- the potential influence of the Company’s largest shareholders; and
- potential conflicts of interest for the Company’s directors who are engaged in similar businesses.
The foregoing list is not exhaustive of the factors that may affect any of our forward-looking statements. Forward-looking statements are statements about the future and are inherently uncertain, and our actual achievements or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including, without limitation, those referred to in this website and in any documents incorporated or deemed incorporated by reference into this website.
Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. The forward-looking statements contained in this website are based on the beliefs, expectations and opinions of management. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers and investors should not place undue reliance on forward-looking statements. Forward-looking information and statements are subject to change. Except as required by law, we disclaim any obligation to revise any forward-looking information and statements to reflect events or circumstances after the date of such information and statements. All of the forward-looking information and statements contained or incorporated by reference in this website are qualified by the foregoing cautionary statements.
Scientific and Technical Information
The scientific and technical information relating to the Josemaria Project set forth in this website has been derived from or is based on the technical report dated November 5, 2020 with an effective date of September 28, 2020, titled “NI 43-101 Technical Report, Feasibility Study for the Josemaria Copper-Gold Project, San Juan Province, Argentina” (the “Technical Report”), authored by Bob McCarthy, P.Eng., SRK Consulting (Canada) Inc.; Neil Winkelmann, FAusIMM, SRK Consulting (Canada) Inc.; Andy Thomas, P.Eng., SRK Consulting (Canada) Inc.; Cameron Scott, P.Eng., SRK Consulting (Canada) Inc.; Marcel Bittel, P.Eng., Fluor Canada Ltd.; Brian Johnston, P.Eng., Fluor Canada Ltd.; Daniel Ruane, P.Eng., Knight Piésold Ltd.; James Gray, P.Geo., Advantage Geoservices Ltd.; Fionnuala Devine, P.Geo., Merlin Geosciences Inc.; and Jeffrey Austin, P.Eng., International Metallurgical and Environmental Inc. The Technical Report has been filed with applicable Canadian securities regulatory authorities and is available for review under the Company’s profile on SEDAR at www.sedar.com. The disclosure of scientific and technical information regarding the Company’s properties in this website was reviewed and approved by, Mr. Robert Carmichael, P. Eng. (BC), the Company’s Vice President of Exploration and Mr. Dustin Smiley, P. Eng. (BC), the Company’s Engineering Manager. Both Mr. Carmichael and Mr. Smiley are Qualified Persons under National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”).
Cautionary Note to U.S. Readers Regarding Presentation of Mineral Reserve and Mineral Resource Estimates
Information concerning mineral resource estimates have been prepared in accordance with Canadian standards for reporting of mineral resource estimates, which differ from United States standards. In particular, and without limiting the generality of the foregoing, the terms “inferred mineral resources,” “indicated mineral resources,” “measured mineral resources” and “mineral resources” used or referenced in this website are Canadian mineral disclosure terms as defined in accordance with NI 43-101 under the guidelines set out in the 2014 Canadian Institute of Mining, Metallurgy and Petroleum Standards for Mineral Resources and Mineral Reserves, Definitions and Guidelines, May 2014 (the “CIM Standards”). The CIM Standards differ significantly from standards in the United States included in U.S. Securities and Exchange Commission (the “SEC”) Industry Guide 7.
The SEC has adopted amendments to its disclosure rules to modernize the mineral property disclosure requirements for issuers whose securities are registered with the SEC under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). These amendments became effective February 25, 2019 (the “SEC Modernization Rules”) with compliance required for the first fiscal year beginning on or after January 1, 2021. Under the SEC Modernization Rules, the historical property disclosure requirements for mining registrants included in SEC Industry Guide 7 will be rescinded and replaced with disclosure requirements in subpart 1300 of SEC Regulation S-K. Following the transition period, as a foreign private issuer that is eligible to file reports with the SEC pursuant to the multi-jurisdictional disclosure system, the Company is not required to provide disclosure on its mineral properties under the SEC Modernization Rules and will continue to provide disclosure under NI 43-101 and the CIM Definition Standards.
As a result of the adoption of the SEC Modernization Rules, the SEC will recognize estimates of “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources.” In addition, the SEC has amended its definitions of “proven mineral reserves” and “probable mineral reserves” to be “substantially similar” to the corresponding definitions under the CIM Standards that are required under NI 43-101. Accordingly, during this period leading up to the compliance date of the SEC Modernization Rules, information regarding mineral resources or mineral reserves contained or referenced in this Website may not be comparable to similar information made public by companies that report in accordance with U.S. standards. While the above terms are “substantially similar” to CIM Definitions, there are differences in the definitions under the SEC Modernization Rules and the CIM Definition Standards. Accordingly, there is no assurance any mineral reserves or mineral resources that the Company may report as “proven mineral reserves”, “probable mineral reserves”, “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources” under NI 43-101 would be the same had the Company prepared the reserve or resource estimates under the standards adopted under the SEC Modernization Rules.
Exclusion of Liability:
Under no circumstances, including, but not limited to, negligence, shall the Corporation be liable for any direct, indirect, special, incidental or consequential claims, expenses, damages or losses, including but not limited to, loss of programs, loss of data, loss of use of computer of other systems, loss of opportunities, or loss of profits, whether or not the Corporation is advised of the possibility of such claims, expenses, damages or losses, arising from:
- the use of or reliance on information contained in this website;
- any inaccuracy or omission in such information or failure to keep the information current;
- use of any third party websites linked to this website;
- any Internet software used in connection with this website or computer viruses or other destructive programs encountered as a result of using this website; and
- any other matter connected with this website.
Similarly, the Corporation shall not be liable for Internet software, computer viruses or destructive programs. The reader should be aware that due to technical difficulties inherent to the Internet, computer viruses or other destructive programs may be inadvertently downloaded from the website and internet software or transmission problems could produce inaccurate or incomplete copies of the information contained on this website. The Corporation recommends that you install appropriate protective software.
In viewing the information on this website, the reader agrees to hold Josemaría Resources Inc., its subsidiaries and their directors, officers, employees and agents harmless against such claims, expenses, damages or losses. The information on this website is not a substitute for independent professional advice before making any investment decisions.
Third Party Links
Josemaría Resources Inc. has provided links from this website to several other websites which are arms-length to the Corporation. The links are provided for your convenience only and the inclusion of the links from this website does not imply that the Corporation monitors or endorses the linked websites. Accordingly, the reader should be aware that in linking to these outside websites, he or she is leaving the Josemaría Resources Inc. website and that Josemaría Resources Inc. is not responsible for the content of any other site.
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