Management’s Discussion and Analysis of the Condensed Interim Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 2022
Minsud Resources Corp.
340 Richmond Street West
Contact: Ramiro Massa
Phone: +54 9 11 5663 1512
E-mail: [email protected]
Contact: Mike Johnston
Phone: +1 416-479-4466
E-mail: [email protected]
MINSUD RESOURCES CORP.
MANAGEMENT’S DISCUSSION & ANALYSIS
For the Three and Nine Months Ended September 30, 2022
The following is a Management’s Discussion and Analysis (“MD&A”) of the financial condition and results of operations of Minsud Resources Corp. (the “Company” or “Minsud”) to enable a reader to assess the financial condition and results of operations of the Company for the three and nine months ended September 30, 2022.
This MD&A has been prepared as at November 28, 2022 unless otherwise indicated.
This MD&A should be read in conjunction with the Company’s condensed interim consolidated financial statements for the three and nine months ended September 30, 2022 including the related note disclosure (the “Financial Statements”). The Financial Statements are presented on a consolidated basis and include the accounts of the Company, its wholly-owned subsidiary Minsud Argentina Inc. (“MAI”), and MAI’s subsidiary Minera Sud Argentina S.A. (“MSA”), an Argentinean company in which MAI has a 99.63% ownership interest. The Financial Statements are prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). All dollar figures included therein and in the following MD&A are expressed in Canadian dollars unless otherwise indicated. References to US$ are to United States dollars.
The Company’s head office and principal business address is 340 Richmond Street West, Toronto, Ontario M5V 1X2. The Company is a reporting issuer in the provinces of British Columbia, Alberta and Ontario and trades its common shares on the TSX Venture Exchange (the “Exchange”), under the symbol MSR. Additional information relevant to the Company’s activities, including press releases, can be found on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.comor on the Company’s website at
MANAGEMENT’S RESPONSIBILITIES FOR FINANCIAL REPORTING
The Financial Statements have been prepared by management in accordance with IFRS and have been approved by the Company’s board of directors (the “Board”). The integrity and objectivity of the Financial Statements are the responsibility of management. In addition, management is responsible for ensuring that the information contained in the MD&A is consistent where appropriate, with the information contained in the Financial Statements.
The Financial Statements may contain certain amounts based on estimates and judgments. Management has determined such amounts on a reasonable basis to ensure that the Financial Statements are presented fairly in all material respects.
The Board is responsible for ensuring that management fulfills its responsibilities for financial reporting and internal control. The Board carries out this responsibility principally through its audit committee. The members of the audit committee are appointed by the Board and have sufficient financial expertise to assume this role with the Company. The majority of the audit committee members are independent and not involved in the Company’s daily operations.
CAUTIONARY NOTE ON FORWARD-LOOKING INFORMATION
This MD&A contains “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian securities laws (collectively referred to as “forward-looking information”) which relate to future events or the Company’s future performance and may include, but are not limited to, statements about strategic plans, spending commitments, future operations, results of exploration, anticipated financial results, future work programs, mineral estimates and deposits, the mineral potential of the Chita Valley Project, capital expenditures and expected working capital requirements. Often, but not always, forward-looking information
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can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “continues”, “forecasts”, “projects”, “predicts”, “intends”, “anticipates” or “believes”, or variations of, or the negatives of, such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved.
Readers are cautioned not to place undue reliance on forward looking information and there can be no assurance that forward looking information will prove to be accurate as the Company’s actual results, performance or achievements may differ materially from any future results, performance or achievements expressed or implied by such forward-looking information if known or unknown risks, uncertainties or other factors affect the Company’s business, or if the Company’s estimates or assumptions prove inaccurate. Therefore, the Company cannot provide any assurance that forward-looking information will materialize. Factors that could cause results or events to differ materially from current expectations expressed or implied by the forward-looking information, include, but are not limited to: inherent risks involved in the exploration and development of mineral properties; the uncertainties involved in interpreting drilling results and other geological data; the possibility of project delays and cost overruns or unanticipated costs and expenses; fluctuations in the currency markets (such as the Canadian Dollar, Argentine Peso and the United States Dollar); changes in national and local government, legislation, taxation, controls, regulations and political or economic developments in Canada and Argentina or other countries in which the Company may carry on business in the future; operating or technical difficulties in connection with exploration and development activities; risks and hazards associated with the business of mineral exploration and development (including environmental hazards or industrial accidents); risks relating to the credit worthiness or financial condition of suppliers and other parties with whom the Company does business; the presence of laws and regulations that may impose restrictions on mining, including those currently enacted in Argentina; employee relations; relationships with and claims by local communities; availability and increasing costs associated with operational inputs and labour; the speculative nature of mineral exploration and development, including the risks of obtaining necessary licenses, permits and approvals from government authorities; business opportunities that may be presented to, or pursued by, the Company; challenges to, or difficulty in maintaining, the Company’s title to properties; uncertainties relating to the availability and costs of financing needed in the future; and the factors identified under “Risk Factors” in this MD&A. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those contained in forward-looking information, there may be other factors that could cause actions, events or results to differ from those anticipated, estimated or intended.
The forward looking information contained in this MD&A are based upon assumptions management believes to be reasonable including, without limitation: financing will be available for future exploration, development and operating activities; the actual results of the Company’s development and exploration activities will be favourable or at least consistent with management’s expectations; operating, development and exploration costs will not exceed management’s expectations; all requisite regulatory and governmental approvals for development projects and other operations will be received on a timely basis upon terms acceptable to the Company, and applicable political and economic conditions will be favourable to the Company such as the continuing support for mining by local governments in Argentina; the price of gold and/or other applicable metals and applicable interest and exchange rates will be favourable to the Company or at least consistent with management’s expectations; no title disputes will exist with respect to the Company’s properties; debt and equity markets and other applicable economic conditions will be favourable to the Company; the availability of equipment and qualified personnel to advance exploration projects and; the execution of the Company’s existing plans and further exploration and development programs for its projects, which may change due to changes in the views of the Company or if new information arises which makes it prudent to change such plans or programs.
This forward-looking information represents the Company’s views as of the date of this MD&A. The Company anticipates that subsequent events and developments may cause the Company’s views to change. The Company does not undertake to update any forward-looking information, either written or oral, that may be made from time to time by, or on behalf of the Company, subsequent to the date of this discussion, other than as required by law.
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The Company was incorporated under the Business Corporations Act (Ontario) on October 11, 2007 under the name “Rattlesnake Ventures Inc.” and changed its name to “Minsud Resources Corp.” on May 10, 2011 upon the completion of its Qualifying Transaction (as defined under the policies of the Exchange through which it ceased being a capital pool company).
As a result of its Qualifying Transaction, the Company acquired all of the issued and outstanding shares of Minsud Resources Inc. (“MSR”) by way of a three cornered amalgamation resulting in the amalgamation of MSR and 1830835 Ontario Inc., a wholly owned subsidiary of the Company, to form MAI (the “Minsud Transaction”). At the time of the completion of the Minsud Transaction, MAI became the owner of 95% of the issued outstanding shares of MSA, which was previously held by MSR. As at September 30, 2022, MAI held 144,951,699 of the 145,494,299 outstanding common shares of MSA, representing an ownership interest of 99.63%.
As of the date of this MD&A, the members of the Company’s Board of Directors are Alberto Francisco Orcoyen, Carlos Alberto Adamo (non-executive Chairman), Agustin Dranovsky, Lucia Dragonetti, Pablo Taussig, Paul F. Andersen, and Scott F. White. As of the date of this MD&A, Mr. Orcoyen, Mr. Adamo and Mr. White form the Company´s audit committee, and Mr. Taussig, Mr. Adamo and Mr. Dranovsky form the compensation committee.
On December 9, 2021, the following changes to directors, officers, and management occurred:
- Hugo Dragonetti (Jr) resigned from the Company’s Board of Directors.
- Lucia Dragonetti was appointed to the Company’s Board of Directors.
On March 26, 2021, the following changes to directors, officers, and management occurred:
- Diego Bauret resigned his position as Chief Operating Officer of MSA.
The Board of Directors is made up of a majority of independent directors in accordance with the guidance of the Exchange policies. The independent directors are Scott White, Carlos Adamo, Lucia Dragonetti, and Pablo Taussig.
PRINCIPAL BUSINESS OF THE COMPANY
The Company’s principal exploration project is the Chita Valley project (the “Chita Valley Project”) consisting of three contiguous core properties: the Chita, Brechas Vacas and Minas de Pinto mineral concessions (totaling 8,350 ha), and five additional properties in Argentina. In total, the Company controls an area of 19,883 hectares or 199 square kilometers in Argentina via its direct ownership of the mining rights or through its interests in various trusts that own mining rights as described below.
Minsud, through its subsidiary MSA, owns 100% of the Chita and Brechas Vacas core properties and the five adjacent properties (Chita Este, Brechas Vacas Oeste, Chita Norte, Chita Sur and Fortuna I). Minsud is also the beneficial owner of 65% of a trust that owns 100% of the Minas de Pinto property. The remaining 35% of the Minas de Pinto trust is held by the previous owners with whom the Company entered into the original Exploration Agreement in 2010. The remaining beneficial interest is subject to an exclusive and irrevocable purchase option agreement granted in favour of MSA. All required payments and terms as per the various ownership agreements are up to date.
A 0.6% net smelter return royalty (“NSR”) is payable to the Brechas Vacas property owners, with Minsud having the option to purchase a 0.3% NSR at any time for a one-time payment of US$400,000. A 2% NSR on future production revenue from the Chita Norte and Chita Sur exploration permits is payable to Troy Resources Argentina Ltd. Minsud has the right to purchase one half or 1% of the NSR royalty by paying US$750,000. A 2% NSR on future production revenue from the Fortuna I exploration permit is payable to Teck Argentina Ltd. Minsud has the right to purchase one half or 1% of the NSR royalty by paying US$600,000.
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The Company also owns 100% of the mining rights at La Rosita (5,986 ha) which has progressed to a state that is ready for drilling. The La Rosita Property is a gold and silver prospect located within the Deseado Massif in the Area of Special Mining Interest of Santa Cruz Province. The La Rosita Property consists of the Alfa II mine and Alfa III mining concession. To date, the majority of the exploration activity carried out by the Company has been on targets located on the Alfa II mine (1,992 ha).
On November 1, 2019, the Company signed an earn-in agreement (the “Earn-in Agreement”) with South32 Aluminum (Holdings) Pty Ltd (“South32”) to explore the Chita Valley Project. Under the Earn-in agreement and having given the Company notice of its intention to continue funding the Chita Valley Project, South32 will provide further funding to MSA such that its aggregate funding is not less than C$14 million by February 28, 2024. If South32 exercises its earn-in right it may elect to acquire a 50.1% direct interest in the Company’s Argentinean operating subsidiary Minera Sud Argentina S.A. (“MSA”) at the end of the earn-in period by paying an additional C$14 million to Minsud, or by funding a pre-feasibility study, with a minimum spend of C$41 million, which would entitle it to elect to increase its 50.1% direct interest in MSA to 70%.
BUSINESS DEVELOPMENTS DURING THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022
Since June 2012, management has been able to raise more than $12.5 million through fourteen non-brokered private placements from investors that share the Company’s long-term vision. On December 10, 2019, the Company issued 4,251,000 Units for gross proceeds of $425,100 pursuant to a non-brokered private placement.
The Company’s most recent financing occurred in December 2021, when the Company raised $350,000 and $627,000 through the exercise of stock options and warrants, respectively.
On March 26, 2018, Minsud filed a National Instrument 43-101 (“NI 43-101”) Technical Report and updated Mineral Resource Estimate on the Chita South Porphyry Deposit. The Mineral Resource Estimate considers copper as a primary consideration along with molybdenum, gold and silver mineralization. The latest estimate includes Indicated Resources of 33.02 million tonnes at a grade of 0.43% Cu, 0.07 g/t Au 2.28 g/t Ag and 0.018% Mo and Inferred Resources of 8.59 million tonnes at a grade of 0.40% Cu, 0.07 g/t Au. 1.73 g/t Ag and 0.016% Mo.
However, the mineral potential of the Chita Valley Project as a whole goes far beyond the known Indicated and Inferred Resources at Chita South Porphyry. The results of Phases I, II and III (2021-2020) scout drilling programs and the revision of historical drill results performed in the Chinchillones area, have provided some intercepts that support the presence at shallow and at down depth level of a Zn-Pb-Cu-(Ag-Au) polymetallic epithermal system. During the recently completed Phase III drilling program, several drillholes confirmed the extension of a Cu-Mo porphyry system to the northeast of at least 800m x 800m and open 850m in depth. This drilling program also confirmed a broad zone of polymetallic Zn-Pb-Ag mineralization superimposed over a porphyry Cu-Mo-system. The Chita Valley porphyry system and related epithermal mineralization represent a single, large magmatic-hydrothermal system, along 4 km through the EW-trending Chita Valley corridor.
With favourable topography, abundant water, access to power, excellent infrastructure and friendly climate, the Chita Valley Project has the field conditions to explore on a year-round basis and no active alpine glaciers are possible below approximately 4,100 m ASL.
EARN-IN AGREEMENT WITH SOUTH32
On November 1, 2019, the Company, MAI and MSA, signed the Earn In Agreement with South32, a wholly- owned subsidiary of South32 Limited, to explore the Chita Valley Project. Minsud and South32 are together referred to as the “parties”.
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