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6-K 1 orlamining6ktrmpm.htm REPORT OF FOREIGN PRIVATE ISSUER FOR THE MONTH OF DECEMBER 2024 Filed by e3 Filing, Computershare 1-800-973-3274 - Orla Mining Ltd. - Form 6-K


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of December 2024

Commission File Number 001-39766

Orla Mining Ltd.
(Translation of registrant’s name into English)

Suite 1010, 1075 West Georgia Street
Vancouver, British Columbia
V6E 3C9, Canada
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F [   ] Form 40-F [ X ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [   ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [   ]




SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  Orla Mining Ltd.
     
Date: December 20, 2024 By:

/s/ Etienne Morin

  Name:

Etienne Morin

  Title:

Chief Financial Officer







EX-99.1 2 exhibit99-1.htm TECHNICAL REPORT - MUSSELWHITE MINE, ONTARIO, CANADA Exhibit 99.1

Exhibit 99.1

 

 

 

 

 

Technical Report

 

Musselwhite Mine

 

Ontario, Canada

 

 

 

 

Prepared by:

 

Ryan Wilson, P. Geo.

DRA Americas Inc.

 

David Frost, FAusIMM

DRA Americas Inc.

 

Daniel M. Gagnon, P. Eng.

DRA Americas Inc.

 

James (Jim) Theriault, P. Eng.

SLR Consulting (Canada) Ltd.

 

Paul Gauthier, P.Eng.

WSP Canada Inc.

 

Paul Palmer, P.Eng.

WSP Canada Inc.

 

William Richard (Rick) McBride, P.Eng.

WSP Canada Inc.

 

Report Date: November 18, 2024

 

  December 2024

 

 

 

FORWARD-LOOKING STATEMENT

 

This Technical Report (Report) has an effective date of November 18, 2024 and, unless otherwise specified, statements herein were made as of that date. The Report contains forward-looking information which includes, but is not limited to, statements with respect to the results of the Report, including gold price and exchange rate assumptions, IRR, NPV, pay back periods, cash flow forecasts, projected capital and operating costs, metal or mineral recoveries, mine life and production rates and other prospective metrics; mineral resource and reserves estimates. These statements are based on information that was available to Orla Mining Ltd. (Orla) and the Qualified Persons who authored the Report as of the effective date of the Report. There is no assurance that actual results will meet stated expectations. In certain cases, forward-looking information may be identified by such terms as “anticipates”, “believes”, “could”, “estimates”, “expects”, “may”, “shall”, “targets”, “will”, or “would”. Forward-looking information contained in this Report is based on certain factors and assumptions made by Orla management and the Qualified Persons in light of their experience and perception of historical trends, conditions existing as of the effective date of the Report and expected future developments, as well as other factors Orla management and the Qualified Persons believe are appropriate in the circumstances.

 

Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any anticipated future results, performance or achievements expressed or implied by the forward-looking information. Such factors include uncertainties inherent to feasibility studies, risks inherent in the exploration and development of mineral deposits, including risks relating to changes in project parameters as plans continue to be redefined, risks relating to grade or recovery rates, reliance on key personnel, operational risks, regulatory, capitalization and liquidity risks. The Report may also be subject to legal, political, environmental or other risks that could materially affect the potential development of the Musselwhite Mine, including risks. Please refer to Orla's and Newmont Corporation's (Newmont's) latest management’s discussions and analysis, and other disclosure documents filed and available on SEDAR+ at www.sedarplus.ca for other risks that could materially affect the forward-looking information presented in this Report. This list is not exhaustive of the factors that may affect any of the forward-looking information discussed herein. These and other factors should be considered carefully, and readers should not place undue reliance on forward-looking information contained herein. Neither Orla nor the Qualified Persons who authored this Report undertake to update any forward-looking information that may change from time to time, except in accordance with applicable securities laws.

 

  December 2024
  TECHNICAL REPORT –
MUSSELWHITE MINE, ONTARIO, CANADA
Document # C8630-0000-PM-RPT-001 – Rev. 0
/ Page ii

 

 

TABLE OF CONTENTS

 

1 EXECUTIVE SUMMARY 12 INTRODUCTION 423 RELIANCE ON OTHER EXPERTS 454 PROPERTY DESCRIPTION AND LOCATION 465 ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE, AND PHYSIOGRAPHY 54
1.1 Property Description and Location 1
1.2 Accessibility, Climate, Local Resources, Infrastructure, and Physiography 2
1.3 History 3
1.4 Geological Setting and Mineralization 5
1.5 Exploration Work and Drilling 8
1.6 Data Verification, Sampling Preparation, Analysis, and Security 12
1.7 Mineral Processing and Metallurgical Testing 12
1.8 Mineral Resources Estimate 12
1.9 Mineral Reserve Estimation 13
1.10 Mining Methods 15
1.11 Recovery Methods 18
1.12 Project Infrastructure 19
1.13 Environmental Studies, Permitting and Social or Community Impact 21
1.14 Capital and Operating Costs 22
1.15 Economic Analysis 26
1.16 Adjacent Properties 29
1.17 Interpretation and Conclusions 30
1.18 Opportunities 33
1.19 Risk Evaluation 34
1.20 Recommendations 36
     
2.1 Terms of Reference and Purpose 42
2.2 Qualified Persons 43
2.3 Site Visit 44
2.4 Non-GAAP Financial Measures 44
2.5 Units and Currency 44
     
     
4.1 Project Location 46
4.2 Mining Titles 47
4.3 Royalties, Agreement and Encumbrances 49
4.4 Surface Rights 51
4.5 Environmental Liabilities and Permitting 52
4.6 Other Significant Factors and Risks 53
     

 

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6 HISTORY 587 GEOLOGICAL SETTING AND MINERALIZATION 648 DEPOSIT TYPES 799 EXPLORATION 8010 DRILLING 8711 SAMPLE PREPARATION, ANALYSIS AND SECURITY 11512 DATA VERIFICATION 152
5.1 Accessibility 54
5.2 Climate 54
5.3 Local Resources and Infrastructure 54
5.4 Physiography 55
5.5 Other Significant Factors and Risks 56
     
6.1 Mine Chronology 60
6.2 Historic Gold Production 62
6.3 Other Significant Factors and Risks 63
     
7.1 Regional Geology 64
7.2 Project Geology 64
7.3 Mineralization 73
7.4 Other Significant Factors and Risks 78
     
     
9.1 Historical Chronology of Notable Exploration Work 80
9.2 Recent Exploration Work (post-2006) 81
     
10.1 Drilling: 1974 – 2005 (Dome Exploration et al. and Placer Dome) 89
10.2 Drilling: 2006 – 2018 (Goldcorp) 92
10.3 Drilling: 2019 – 2024 (Newmont) 93
10.4 Standard Operating Procedures 95
10.5 Diamond Drill Hole Planning Procedure 96
10.6 Drill Core Sampling Procedure 97
10.7 Hydrogeology 110
10.8 Geotechnical 110
10.9 Other Significant Factors and Risks 114
     
11.1 Historical (Pre-2006) 115
11.2 Goldcorp (2006 – 2018) 121
11.3 Newmont (2019 – Present) 134
11.4 Security 151
11.5 Qualified Person’s Opinion 151
     
12.1 AMEC – 2003 Data Verification (Kinross) 152
12.2 AMEC – 2006 Data Verification (Goldcorp) 152
12.3 Newmont – 2020 Data Verification (Internal) 153
12.4 DRA – 2024 Data Verification (Orla Mining) 153

  

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13 MINERAL PROCESSING AND METALLURGICAL TESTING 16014 MINERAL RESOURCE ESTIMATE 20515 MINERAL RESERVE ESTIMATES 25716 MINING METHODS 26917 RECOVERY METHODS 301
12.5 Qualified Person’s Opinion 159
     
13.1 Introduction 160
13.2 Metallurgical Test Work 160
13.3 Gold Recovery Model 202
     
14.1 Mineral Resource Estimate Definition and Procedure 205
14.2 General Description 207
14.3 East Limb Deposits 208
14.4 West Limb Deposits 232
14.5 Underground Mineral Resources 252
14.6 Mineral Resource Statement 255
14.7 Qualified Person’s Opinion 256
     
15.1 Introduction 257
15.2 Estimation Methodology 257
15.3 Modify Factors 258
15.4 Stope Optimization 266
15.5 Mineral Reserve Estimate 266
15.6 Factor Potentially Affecting the Mineral Reserve Estimate 268
     
16.1 General Description of Mineralization at Musselwhite 269
16.2 Geotechnical 269
16.3 Future Geotechnical Conditions 281
16.4 Hydrogeology 282
16.5 Mine Design 283
16.6 Mining Methods 285
16.7 Mine Infrastructure 290
16.8 Mine Equipment 296
16.9 Underground Mine Personnel 297
16.10 Life-of-Mine Plan 298
     
17.1 Introduction 301
17.2 Process Flow Diagram 301
17.3 Major Equipment List 301
17.4 Process Description 305
17.5 Reagents and Consumables 308
17.6 Utilities and Services 314
17.7 Plant Capacity, Historical Performance, and Life-of-Mine Production Plan 315

 

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/ Page v

 

18 PROJECT INFRASTRUCTURE 31719 MARKET STUDIES AND CONTRACTS 32820 ENVIRONMENTAL STUDIES, PERMITTING AND SOCIAL OR COMMUNITY IMPACT 32921 CAPITAL AND OPERATING COSTS 34322 ECONOMIC ANALYSIS 361
18.1 Existing Project Infrastructure 317
18.2 Road and Access Road 318
18.3 Airstrip 318
18.4 Tailings Storage Facility 318
18.5 Open Pits 324
18.6 Camp and Accommodations –Village 325
18.7 Communication 325
18.8 Site Water Management 326
18.9 Electrical Power 326
18.10 Fuel Systems 327
     
19.1 Market Studies 328
19.2 Commodity Pricing 328
19.3 Contracts 328
     
20.1 Environmental Baseline 329
20.2 Environmental Studies 334
20.3 Environmental Management System 334
20.4 Greenhouse Gas Emissions 334
20.5 Waste Rock Management and Water Management 335
20.6 Cover Trials 336
20.7 Environmental Permitting 337
20.8 Key Environmental Risks and Concerns 338
20.9 Social and Community Impacts 339
20.10 Mine Closure 341
     
21.1 Capital Cost Estimate (Capex) 343
21.2 Operating Cost Estimate (Opex) 353
     
22.1 Overview 361
22.2 Forward Looking Information 361
22.3 Assumptions 362
22.4 Economic Analysis Parameters 362
22.5 Gold Production 364
22.6 Capital Expenditures 364
22.7 Royalties 365
22.8 Taxation 365
22.9 Financial Analysis Results 366
22.10 Sensitivity Analysis 369

 

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  TECHNICAL REPORT –
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Document # C8630-0000-PM-RPT-001 – Rev. 0
/ Page vi

 

23 ADJACENT PROPERTIES 37224 OTHER RELEVANT DATA AND INFORMATION 37625 INTERPRETATION AND CONCLUSIONS 37726 RECOMMENDATIONS 38527 REFERENCES 39028 ABBREVIATIONS 39529 CERTIFICATE OF QP 405
22.11 2024 Production Projections versus Actuals 371
     
     
     
25.1 Conclusions 377
25.2 Opportunities 381
25.3 Risk Evaluation 381
     
26.1 Geology and Exploration 385
26.2 Rock Testing 385
26.3 Mineral Processing and Metallurgical Testing 386
26.4 Mineral Resources Estimate 386
26.5 Mineral Reserve Estimate 387
26.6 Geotechnical Recommendations 387
26.7 Recovery Methods 388
26.8 Tailings Storage Facility 388
26.9 Environment 388
26.10 Capital and Operating Costs 389
26.11 Adjacent Properties 389
     
27.1 Geology 390
27.2 Mineral Processing and Metallurgical Testing 392
27.3 Mineral Resources Estimate 392
27.4 Recovery Methods 393
27.5 Project Infrastructure 393
27.6 Environmental Studies, Permitting and Social or Community Impact 394
     
     

 

 

 

LIST OF TABLES

 

 

Table 1.1 – Musselwhite Mine Chronology 4
Table 1.2 – Musselwhite Mine Drilling Summary by Year 10
Table 1.3 – Summary of New Drilling Included in the 2023 Geology and Resource Model Update 11
Table 1.4 – Mineral Resource Estimate East and West Limb Deposits, Dec. 31, 2023 13
Table 1.5 – Musselwhite Mineral Reserves as of December 31, 2023 14
Table 1.6 – Life of Mine Plan 18
Table 1.7 – Schedule of Lateral Development 18

 

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Document # C8630-0000-PM-RPT-001 – Rev. 0
/ Page vii

 

Table 1.8 – Schedule of Vertical Development 18
Table 1.9 – 2024 Mine Plan Capital Cost Estimate by Category by Year (US$ M) 23
Table 1.10 – 2024 Mill Plan Capital Cost Estimate by Category by Year (US$ M) 23
Table 1.11 – Mine Operating Unit Cost Factors for Determining the 2024 Budget 24
Table 1.12 – LoM Operating Costs by Year for the Mine 25
Table 1.13 – Life of Mine, Mill Operating Cost Estimate 26
Table 1.14 – Economic Analysis Parameters 27
Table 1.15 – Sensitivity of Project After-Tax NPV to Gold Price, Capex, Opex and Head Grade 29
Table 2.1 – Qualified Persons and their Respective Sections of Responsibilities 43
Table 2.2 – Site Visit by Qualified Persons 44
Table 4.1 – Overview of Permits 52
Table 6.1 – Musselwhite Mine Chronology 60
Table 6.2 – Musselwhite Mine Production History 62
Table 7.1 – Summary of the Main Mine Areas and Ore/Mineralized Zones with Corresponding Mineralization Styles 74
Table 9.1 – Musselwhite Exploration Details from 2007 to 2023 82
Table 10.1 – Drilling Summary 87
Table 10.2 – Musselwhite Mine Drilling Summary by Year: 1974-2005 89
Table 10.3 – Drill Holes by Area (Underground and Surface): 1974-1993 90
Table 10.4 – Placer Dome Drill Holes by Area (Underground and Surface): 1994-2005 90
Table 10.5 – Goldcorp Drill Summary by Year: 2006-2018 92
Table 10.6 – Goldcorp Drill Summary by Target Area (Surface and Underground):  2006-2018 92
Table 10.7 – Newmont Drill summary by Year: 2019 – 2024 93
Table 10.8 – Newmont Drill Summary by Area (Surface and Underground): 2019-2024 94
Table 10.9 – Summary of New Drilling Included in the 2023 Geology and Resource Model Update 95
Table 11.1 – Certified Reference Materials Used at Musselwhite, 2008 124
Table 11.2 – CRM Standards Failure Rates: 2021 138
Table 11.3 – CRM Standards Failure Rates: 2022 138
Table 11.4 – Certified Reference and Blank Materials: 2023 139
Table 11.5 – Duplicate Results: 2021 147
Table 11.6 – Duplicate Results: 2022 147
Table 11.7 – Duplicate Results: 2023 147
Table 13.1 – Life of Mine Plan by Zone 160
Table 13.2 – Summary of Variability Sample Chemical Analysis, RDW 163
Table 13.3 – Summary of Variability Sample Mineralogy, RDW 164
Table 13.4 – Master Composite Sample Chemical Analysis, RDW 165
Table 13.5 – Master Composite Sample Mineralogy, RDW 165
Table 13.6 – Variability Leach Test Conditions, RDW 166
Table 13.7 – Master Composite Leach Test Conditions, RDW 168
Table 13.8 – Master Composite Baseline Leach Test Recoveries, RDW 168
Table 13.9 – Summary Variability Sample Chemical Analysis, Lynx 169
Table 13.10 – Summary of Variability Sample Mineralogy, Lynx 170
Table 13.11 – Master Composite Sample Chemical Analysis, Lynx 170
Table 13.12 – Master Composite Sample Mineralogy, Lynx 170
Table 13.13 – Master Comminution Test Results Summary, Lynx 171
Table 13.14 – Variability Leach Test Conditions, Lynx 172
Table 13.15 – Master Composite Leach Test Conditions, Lynx 174
Table 13.16 – Master Composite Baseline Leach Test Recoveries, Lynx 174
Table 13.17 – Summary of Variability Sample Chemical Analysis, FO2325 176

 

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Document # C8630-0000-PM-RPT-001 – Rev. 0
/ Page viii

 

Table 13.18 – Summary of Variability Sample Mineralogy, FO2325 177
Table 13.19 – Master Composite Sample Chemical Analysis, FO2325 178
Table 13.20 – Master Composite Sample Mineralogy, FO2325 178
Table 13.21 – Master Comminution Test Results Summary, FO2325 179
Table 13.22 – Variability Leach Test Conditions, FO2325 180
Table 13.23 – Master Composite Leach Test Conditions, FO2325 182
Table 13.24 – Master Composite Baseline Leach Test Recoveries, FO2325 182
Table 13.25 – Summary of Variability Sample Chemical Analysis, PQD Ext1 184
Table 13.26 – Summary of Variability Sample Mineralogy, PQD Ext 1 186
Table 13.27 – Master Composite Sample Chemical Analysis, PQD Ext 1 186
Table 13.28 – Master Composite Sample Mineralogy, PQD Ext 1 186
Table 13.29 – Master Comminution Test Results Summary, PQD Ext 1 187
Table 13.30 – Master Comminution GRG Concentrates Summary, PQD Ext 1 188
Table 13.31 – Variability Leach Test Conditions, PQD Ext 1 189
Table 13.32 – Master Composite Leach Test Conditions, PQD Ext 1 191
Table 13.33 – Master Composite Baseline Leach Test Recoveries, PQD Ext 1 191
Table 13.34 – Summary Variability Sample Chemical Analysis, FO2628 192
Table 13.35 – Summary of Variability Sample Mineralogy, FO2628 193
Table 13.36 – Master Composite Sample Chemical Analysis, FO2628 193
Table 13.37 – Master Composite Sample Mineralogy, FO2628 194
Table 13.38 – Master Comminution Test Results Summary, FO2628 194
Table 13.39 – Variability Leach Test Conditions, FO2628 195
Table 13.40 – Master Composite Leach Test Conditions, FO2628 197
Table 13.41 – Master Composite Baseline Leach Test Recoveries, FO2628 198
Table 14.1 – East Limb Deposits – Specific Gravity Values Summarized by Estimation Domain 209
Table 14.2 – Summary of Lithological, Structural and Estimation Domains 210
Table 14.3 – Cell Declustering Parameters used in RMSP for Weight Calculations 213
Table 14.4 – Basic Descriptive Statistics for Raw Data Samples (Declustered) Summarized by Domain 214
Table 14.5 – Basic Descriptive Statistics for 1.0-m Composite Data (Declustered) Summarized by Domain 218
Table 14.6 – Summary of Selected Capping Grades by Statistical Domain 219
Table 14.7 – Variogram Model Parameters for East Limb Deposits 221
Table 14.8 – Block Model Definition Parameters for East Limb Deposits 223
Table 14.9 – Ordinary Kriging (OK) Interpolation Parameters Summary for East Limb Deposits 224
Table 14.10 – Resource Classification Guidance, East Limb Deposits (Excluding Redwing) 227
Table 14.11 – Resource Classification Guidance, Red Wing Deposit 228
Table 14.12 – Comparison of OK and NN Interpolation, East Limb Block Model 231
Table 14.13 – West Limb Deposits – Specific Gravity Values by Estimation Domain 233
Table 14.14 – Summary of Estimation Domains Based on Lithology and Structure at West Limb Deposits 234
Table 14.15 – Cell Declustering Parameters used in RMSP for Weight Calculations 236
Table 14.16 – Basic Descriptive Statistics for Raw Data Samples (Declustered) Summarized by Domain 237
Table 14.17– Basic Descriptive Statistics for 1.0-m Capped Composite Data (Declustered) Summarized by Domain 241
Table 14.18 – Variogram Model Parameters for West Limb Deposits 243
Table 14.19 – Block Model Definition Parameters for West Limb Deposits 245
Table 14.20 – Ordinary Kriging (OK) Interpolation Parameters Summary for West Limb Deposits 246
Table 14.21 – Resource Classification Guidance, West Limb Deposits 247
Table 14.22 – Comparison of OK and NN Interpolation, West Limb Block Model 251
Table 14.23 – Musselwhite Resource Cut-Off Grades by Mining Area/Zone 252
Table 14.24 – Standard Mining Shape Design Parameters by Method, Musselwhite Mine 253

 

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/ Page ix

 

Table 14.25 – Standard Mining Shape Design Parameters by Zone, Musselwhite Mine 253
Table 14.26 – Mineral Resource Estimate East and West Limb Deposits, Dec. 31, 2023 255
Table 15.1 – Mining Cost per Zone 260
Table 15.2 – Dilution and Mining Recovery 261
Table 15.3 – Ore Reserve Calculation Parameters 262
Table 15.4 – Cut-Off Grade Calculation 266
Table 15.5 – 2023 Musselwhite Mineral Reserves as of December 31,2023 267
Table 16.1 – 2024 Seismic Related FOG (Based on Musselwhite Mine Presentation and Reports) 275
Table 16.2 – Risk and Hazard Mitigation Based on FOG History 277
Table 16.3 – Mine Design Parameters – Development 284
Table 16.4 – Mine Design Parameters – Production Stope 284
Table 16.5 – Underground Mobile Equipment List 297
Table 16.6 – LoM Development Schedule 298
Table 16.7 – LoM Production Schedule by Mining Zone 299
Table 17.1 – Summary of Major Processing Equipment 304
Table 17.2 – Reagents and Consumables by Processing Area 308
Table 17.3 – Summary of Mill Air Compressors 315
Table 17.4 – Summary of Musselwhite Mill Capacity and Recent Operational Data 316
Table 17.5 – Summary of Musselwhite Mill Life-of-Mine Production Plan 316
Table 19.1 – Base Case Metal Pricing 328
Table 20.1 – Summary of Environmental Permits and Approvals 337
Table 21.1 – 2024 Mine Plan Capital Cost Estimate by Category 343
Table 21.2 – 2024 Mine Plan, Capital Listing by Year (US$ M) 344
Table 21.3 – Mill Sustaining Capital Listing by Year (US$ M) 350
Table 21.4 – G&A Capital Listing by Year (US$ M) 352
Table 21.5 – Mine Operating Unit Cost Factors for Determining the 2024 Budget 353
Table 21.6 – Mine Plan Operating Unit Costs Compared to Actuals 354
Table 21.7 – Life-of-Mine, Mine Operating Cost Estimate 355
Table 21.8 – Annual Mine Operating Cost Breakdown 357
Table 21.9 – Life of Mine, Mill Operating Cost Estimate 358
Table 21.10 – Annual Mill Operating Cost Breakdown 359
Table 21.11 – General and Administrative Unit Cost Factors for Determining the 2024 Budget 360
Table 22.1 – Economic Analysis Parameters 363
Table 22.2 – Economic Model Summary (Tail of Closure Capex Payments Not Shown) 368
Table 22.3 – Sensitivity of Project Pre-Tax NPV to Gold Price, Capex, Opex and Head Grade 369
Table 22.4 – Sensitivity of Project After-Tax NPV to Gold Price, Capex, Opex and Head Grade 369
Table 22.5 – Comparison between the 2024 Nine Months to September Actual Operating Statistics versus the Projection 371
Table 23.1 – Romios Gold Resources Inc. 372

 

 

 

LIST OF FIGURES

 

Figure 1.1 – Musselwhite Mine Location 2
Figure 1.2 – Musselwhite Mine Regional Geologic Setting 6
Figure 1.3 – Composite Geology Vertical Section Showing Key Mineralized Zones with Stratigraphic and Structural Relationships, Musselwhite Mine 8
Figure 1.4 – Existing Project Infrastructure 19

 

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Figure 1.5 – Musselwhite Simplified Process Flowsheet 20
Figure 1.6 – Sensitivity of Project After-Tax NPV to Gold Price, Capex, Opex and Head Grade 29
Figure 4.1 – Musselwhite Mine Location 46
Figure 4.2 – Musselwhite Mine Mining Leases 48
Figure 4.3 – Musselwhite Mine - Property, Claims, Leases, and Agreement Area 48
Figure 4.4 – Musselwhite Mine Claims and Leases with Expiry Dates 49
Figure 4.5 – Locations of the Signatory Communities Relative to the Musselwhite Mine 51
Figure 5.1 – Opapimiskan Lake and Musselwhite Mine 57
Figure 7.1 – Musselwhite Mine Regional Geologic Setting 65
Figure 7.2 – Regional Scale Litho-Structural Interpretation 65
Figure 7.3 – Geological Setting of the Musselwhite Mine 66
Figure 7.4 – Musselwhite Mine Stratigraphy – East Limb 67
Figure 7.5 – Musselwhite Mine Stratigraphy – West Limb 68
Figure 7.6 – Musselwhite Mine Section 12,500N (Looking North) 69
Figure 7.7 – Structural Interpretation of the Musselwhite Mine Area 71
Figure 7.8 – Geological Plan Map of the 595 m Level 72
Figure 7.9 – Relationship Between Zones of High Strain and Mineralization at Musselwhite 73
Figure 7.10 – Composite Geology Vertical Section (Looking North) of the Musselwhite Mine 75
Figure 9.1 – Musselwhite Exploration from 2007 to 2024 81
Figure 9.2 – 2007 Soils Sampling Campaign at Camp/Bay Target Area 82
Figure 9.3 – 2008-2010 Ground Geophysical Survey Locations 83
Figure 9.4 – 2012 Soils Sampling Locations 84
Figure 9.5 – 2014 Soil Survey Locations 84
Figure 9.6 – 2017 Soil Survey Locations 85
Figure 9.7 – 2018 Exploration – Vegetation Sampling 85
Figure 9.8 – 2019 Exploration – Vegetation Sampling 86
Figure 9.9 – Airborne Gravity Gradiometry (AGG) Survey 86
Figure 10.1 – Surface Map Showing Musselwhite Drill Holes with Grade-Thickness Composites (3 g/t Au COG) Along Entire Orebody Trend 88
Figure 10.2 – Plan Map Showing Musselwhite Drill holes Relative to Geology (West Up) 88
Figure 10.3 – Exploration Core Shack 99
Figure 10.4 – Core Farm / Storage Area 100
Figure 10.5 – Example of Core Rack Arrangement 100
Figure 10.6 – Core Unpacking Area in Core Shack 101
Figure 10.7 – Core Logging Area in Core Shack at Musselwhite 102
Figure 10.8 – Example of Logged and Tagged Core Ready for Cutting 102
Figure 10.9 – Specific Gravity (SG) Measurement Station at Musselwhite 105
Figure 10.10 – Automated Diamond Core Saw Setup at Musselwhite 106
Figure 10.11 – Shipping Totes Used for Drill Core Sample Transport at Musselwhite 108
Figure 10.12 – Coarse Reject Sample Storage in Drums at Musselwhite Site 109
Figure 10.13 – Pulp Reject Sample Storage on Shelving in Sea Can at Musselwhite Site 109
Figure 10.14 – Typical Geological Mapping at Musselwhite (Heading 1470 mL) 112
Figure 11.1 – Blanks Results from Actlabs: April 2018 116
Figure 11.2 – Blanks QA/QC Results from Internal Lab: April 2018 116
Figure 11.3 – 2005 Analytical Results for STD 900 (Accepted Value of 3.21 g/t Au) 118
Figure 11.4 – 2005 Analytical Results for STD 999 (Accepted Value of 7.18 g/t Au) 118
Figure 11.5 – 2005 Blank Sample Analyses 119
Figure 11.6 – 2005 Pulp Duplicate Analyses 120
Figure 11.7 – 2005 Percent Relative Difference 120

 

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Figure 11.8 – Geology CRM Mus-2 Assay Results 125
Figure 11.9 – Geology CRM 977-7 Assay Results 125
Figure 11.10 – Geology CRM 999-4 Assay Results 126
Figure 11.11 – Geology Standard GS-13B: Au PPM: Daily Results for April 2018 126
Figure 11.12 – Geology Standard GS-3S: Au PPM: Daily Results for April 2018 127
Figure 11.13 – Geology Standard GS-7G: Au PPM: Daily Results for April 2018 127
Figure 11.14 – Au in Coarse Duplicates (All Samples) 128
Figure 11.15 – Au in Coarse Duplicates (Low-grade Samples) 129
Figure 11.16 – Au in Pulp Duplicates (All Samples) 129
Figure 11.17 – Au in Pulp Duplicates (Low-Grade Samples) 130
Figure 11.18 – Actlabs Coarse Split Duplicate Results: April 2018 131
Figure 11.19 – Actlabs Pulp Split Duplicate Results: April 2018 131
Figure 11.20 – Pulp Check April 2018 133
Figure 11.21 – Pulp Check May 2019 133
Figure 11.22 – Standards Box and Whisker Results: 2023 140
Figure 11.23 – CRM Results for OREAS 211 141
Figure 11.24 – CRM Results for OREAS 216B 141
Figure 11.25 – CRM Results for OREAS 229B 142
Figure 11.26 – CRM Results for OREAS 237 142
Figure 11.27 – CRM Results for OREAS 237B 143
Figure 11.28 – CRM Results for OREAS 238 143
Figure 11.29 – Blanks Results: 2023 145
Figure 11.30 – Field Duplicate Precision and Bias 148
Figure 11.31 – Prep Duplicate Precision and Bias 148
Figure 11.32 – Pulp Duplicate Precision and Bias 149
Figure 11.33 – 2023 Density Quality Control Check 150
Figure 12.1 – Common East Limb Rock Types in the East Limb, 1195 mL Ramp Area, Musselwhite Mine 154
Figure 12.2 – PQ Deeps Alteration and Mineralization Styles, 1445 mL – 14314N Crosscut, Musselwhite Mine 155
Figure 12.3 – Lynx Zone Alteration and Mineralization Styles, 1320 mL Longitudinal Ore Drift North, Musselwhite Mine 156
Figure 12.4 – Underground Drill Hole Location Verification, 1445 mL, Musselwhite Mine 156
Figure 12.5 – Banding and Deformation Fabrics in Southern Iron Formation (SIF) Outcrops, South Shore Exposures, Musselwhite Mine 157
Figure 12.6 – Selected Drill Core Photographs Showing Alteration and Mineralization Styles, Lynx and North Shore Drilling (PQ Deeps), Musselwhite Mine 158
Figure 12.7 – Selected Drill Core Photographs Showing Alteration and Mineralization Styles, Redwings, Musselwhite Mine 158
Figure 12.8 – Selected Drill Core Photographs Showing Alteration and Mineralization Styles, West Limb, Musselwhite Mine 159
Figure 13.1 – PQ Deeps Extension 1 Variability Samples, Longitudinal View 161
Figure 13.2 – Upper Lynx and Lynx Variability Samples, Longitudinal View 162
Figure 13.3 – Red Wings Variability Samples, Longitudinal View 162
Figure 13.4 – Cyanidation Leach Kinetics, RDW 166
Figure 13.5 – Cyanidation Leach Recovery vs. Sulfide Sulfur Head Grade, RDW 167
Figure 13.6 – Lime and Cyanide Consumption vs. Sulfide Sulfur Head Grade, RDW 167
Figure 13.7 – Cyanidation Leach Kinetics, Lynx 172
Figure 13.8 – Cyanidation Leach Recovery vs. Sulfide Sulfur Head Grade, Lynx 173
Figure 13.9 – Lime and Cyanide Consumption vs. Sulfide Sulfur Head Grade, Lynx 173
Figure 13.10 – Particle Size Effects on Recovery, Lynx 175
Figure 13.11 – Cyanide Concentration Effects on Recovery, Lynx 175

 

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Figure 13.12 – Cyanidation Leach Kinetics, FO2325 180
Figure 13.13 – Cyanidation Leach Recovery vs. Sulfide Sulfur Head Grade, FO2325 181
Figure 13.14 – Lime and Cyanide Consumption vs. Sulfide Sulfur Head Grade, FO2325 181
Figure 13.15 – Particle Size Effects on Recovery, FO2325 183
Figure 13.16 – Cyanide Concentration Effects on Recovery, FO2325 183
Figure 13.17 – Cyanidation Leach Kinetics, PQD Ext 1 189
Figure 13.18 – Cyanidation Leach Recovery vs. Sulfide Sulfur Head Grade, PQD Ext 1 190
Figure 13.19 – Lime and Cyanide Consumption vs. Sulfide Sulfur Head Grade, PQD Ext 1 190
Figure 13.20 – Cyanidation Leach Kinetics, FO2628 196
Figure 13.21 – Cyanidation Leach Recovery vs. Sulfide Sulfur Head Grade, FO2628 196
Figure 13.22 – Lime and Cyanide Consumption vs. Sulfide Sulfur Head Grade, FO2628 197
Figure 13.23 – Particle Size Effects on Recovery, FO2628 198
Figure 13.24 – Cyanide Concentration Effects on Recovery, FO2628 199
Figure 13.25 – Gold Grade Variability by Future Ore Zone 199
Figure 13.26 – Sulfide Grade Variability by Future Ore Zone 200
Figure 13.27 – Gold Recovery Variability by Future Ore Zone 200
Figure 13.28 – Gold Recovery Variability by Sulfide Grade 201
Figure 13.29 – Lime Consumption Variability by Future Ore Zone 202
Figure 13.30 – Cyanide Consumption Variability by Future Ore Zone 202
Figure 13.31 – 2023 Gold Recovery Model vs. Monthly Mill Recovery, January 2021 through December 2023 203
Figure 13.32 – 2023 Recovery Model vs Variability Samples Recovery, below 20 g/t Au 204
Figure 14.1 – 3D Orthographic View of East Limb Deposit Lithological Domains 212
Figure 14.2 – Representative Log Histogram Plots Summarized by Grouped Domains 215
Figure 14.3 – Box and Whisker Plots Summarized by Grouped Estimation Domains 216
Figure 14.4 – Representative Cumulative Distribution Function (CDF) Plots Summarized by Grouped Domains 217
Figure 14.5 – Representative Log Probability Plots of Selected Statistical Domains 220
Figure 14.6 – Representative Normal Scores Variograms (Back-transformed) for the Lower Volcanics, East Limb Deposits 222
Figure 14.7 – Comparison of Assay and Block Grades on Representative Vertical Section (13,500N), East Limb Block Model 229
Figure 14.8 – East Limb Deposits Swath Plot of Estimation Domain 700 – X-direction (East-West) – 1 m Capped Composites vs. Estimated Block Grades 230
Figure 14.9 – East Limb Deposits Swath Plot of Estimation Domain 700 – Y-direction (North-South) – 1 m Capped Composites vs. Estimated Block Grades 230
Figure 14.10 – East Limb Deposits Swath Plot of Estimation Domain 700 – Z-direction (Elevation) – 1 m Capped Composites vs. Estimated Block Grades 231
Figure 14.11 – Orthographic 3D View (13,450N; Looking Northwest), West Limb Lithological Domains 236
Figure 14.12 – Representative Histogram Plots for Raw Data Samples (Declustered) Summarized by Domain 238
Figure 14.13 – Box Plots Summarized by Grouped Domains 239
Figure 14.14 – Cumulative Distribution Function (CDF) Plot Summarized by Domain 239
Figure 14.15 – Representative Ranked Composite Plots of Selected Statistical Domains at West Limb – Musselwhite Mine 242
Figure 14.16 – Representative Normal Scores Variograms (Back-transformed) for West Limb Deposits 244
Figure 14.17 – Comparison of Assay and Block Grades on Representative Vertical Section (12,050N), West Limb Block Model 248
Figure 14.18 – West Limb Deposits Swath Plot of Estimation Domain 300 – Y-direction (North-South) – 1 m Capped Composites vs. Estimated Block Grades and NN/IDW Models 249
Figure 14.19 – West Limb Deposits Swath Plot of Estimation Domain 500 – Y-direction (North-South) – 1 m Capped Composites vs. Estimated Block Grades and NN/IDW Models 250
Figure 14.20 – West Limb Deposits Swath Plot of Estimation Domain 501 – Y-direction (North-South) – 1 m Capped Composites vs. Estimated Block Grades and NN/IDW Models 250

 

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Figure 14.21 – West Limb Deposits Swath Plot of Estimation Domain 700 – Y-direction (North-South) – 1 m Capped Composites vs. Estimated Block Grades and NN/IDW Models 251
Figure 14.22 – Resource Constraining Underground Reporting Shapes, Longitudinal View (Looking West), Musselwhite Mine 254
Figure 15.1 – 5 Years Gold price (US$/oz) 259
Figure 15.2 – Long Section Illustrating the Mineral Reserves (Proven and Probable) 268
Figure 16.1 – Seismic Risk Management Approach Flow Chart 279
Figure 16.2 – Double Lift AVOCA Mining Method Apply in Redwing Zone 286
Figure 16.3 – Mining Sequence Schematic Modified AVOCA 287
Figure 16.4 – Illustration of Transversal Stoping in PQ Deeps Zone 288
Figure 16.5 – Musselwhite Material Handling System 289
Figure 16.6 – Musselwhite Main Dewatering System 293
Figure 16.7 – Musselwhite Material Handling System 294
Figure 17.1 – Musselwhite Simplified Process Flowsheet 302
Figure 17.2 – Existing Site Processing Facilities Layout 303
Figure 18.1 – Existing Project Infrastructure 317
Figure 18.2 – Aerial View of the Project 318
Figure 18.3 – General Arrangement of Tailings Storage Facility and Water Management 319
Figure 18.4 – Thickened Tailings Deposition Dyke Raises – 2010 to 2023 320
Figure 18.5 – Existing Musselwhite Village – Aerial View 325
Figure 22.1 – Gold Sales on an Annual and Cumulative Basis 364
Figure 22.2 – Sustaining and Closure Capital Costs over the Project (tail of Closure Capital Expenditures not shown) 365
Figure 22.3 – Pre-Tax Free Cash Flow (Annual and Cumulative) (tail of Closure Capex payments not shown) 367
Figure 22.4 – After-Tax Free Cash Flow (Annual and Cumulative) (tail of Closure Capex payments not shown) 367
Figure 22.5 – Sensitivity of Project Pre-Tax NPV to Gold Price, Capex, Opex and Head Grade 370
Figure 22.6 – Sensitivity of Project After-Tax NPV to Gold Price, Capex, Opex and Head Grade 370
Figure 23.1 – Location Map of Adjacent and Proximal Properties 375

 

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1 EXECUTIVE SUMMARY

 

DRA Americas Inc. (DRA) was retained by Orla Mining Ltd. (Orla) to prepare an independent Technical Report (the Report) in collaboration with various consulting companies, including WSP Canada Inc. (WSP) and SLR Consulting (Canada) Ltd (SLR). The purpose of the Technical Report is to support the disclosure of data for the active Musselwhite Mine operation (Musselwhite Mine), which is currently held by Goldcorp Canada Ltd., a subsidiary of Newmont Corporation, with an effective date of November 18, 2024. This Report was prepared in compliance with the disclosure requirements of the Canadian National Instrument 43-101 (NI 43-101) and in accordance with the requirements of Form 43-101 F1.

 

According to the plan of arrangement outlined in Orla’s press release dated November 18, 2024, entitled “Orla Mining Announces Strategic Expansion into Canada with Acquisition of the Musselwhite Gold Mine.”, the transaction is expected to close in Q1 of 2025. Orla's Board of Directors has unanimously approved the transaction, subject to certain regulatory and shareholder approvals.

 

1.1 PROPERTY DESCRIPTION AND LOCATION

 

The Musselwhite Mine property is located in the Patricia Mining District in north-western Ontario; National Topographic System (NTS) 53 B/9, latitude 52°36'50" N and longitude 90°21'43" W. UTM Coordinates correspond to NAD83 UTM Zone 15N. The Musselwhite Mine is located on traditional territory of North Caribou Lake First Nation, in the Kenora District of Ontario, Canada (Figure 1.1). The operation is approximately 500 kilometers north of Thunder Bay and is accessible by road via Ontario highways ON-17 and ON-599N and by air.

 

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Figure 1.1 – Musselwhite Mine Location

 

Source: Orla, 2024

 

1.2 Accessibility, Climate, Local Resources, Infrastructure, and Physiography

 

The property is accessed by chartered air service from Thunder Bay and a weekly community flight is from Sioux Lookout/Pickle Lake and touches down in the Cat Lake, North Caribou Lake, Kingfisher Lake and Wunnumin Lake. A gravel air strip suitable for STOL-type (short take-off and landing) aircraft is maintained year-round. The communities of Mishkeegogamang and Pickle Lake have year-round road access while communities north of Pickle Lake only have winter road access. For the remainder of the year, access to these northern communities is by aircraft.

 

The nearest permanent weather monitoring station is located in Pickle Lake. Weather statistics from Environment Canada (https://www.canada.ca/en/services/environment/weather/data-research. html) for the period 1990 – 2012 indicate a mean daily temperature of 0.7°C. Temperatures for the period range between a maximum of 39°C and a minimum of -43°C. The mean annual rainfall is

 

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recorded at 510 mm and the mean annual snowfall is 249 cm. The average wind speed is 8.5 km/h and predominantly originates from the west.

 

Local resources include services from several local First Nation corporations and joint ventures. The local population provides the workforce which accounts for approximately 19% of the mine personnel; additionally skilled labour is available throughout the greater mining areas of northwest Ontario.

 

Infrastructure to take water supply from Opapimiskan Lake to the mine is present and required quantities of water are not a limiting factor under the Permit to take water.

 

Road access to the Musselwhite site by the all-weather gravel road from the Town of Pickle Lake includes 42 km of access road that begins at the North Road some 160 km from Pickle Lake. There are six (6) Bailey type bridges between Pickle Lake and the turnoff to Musselwhite and one bridge built to MNR standards on the Musselwhite access road. Site personnel fly in and fly out of the site on a mine owned aircraft that is operated by Wasaya Airlines from Thunder Bay. A weekly community flight is from Sioux Lookout/Pickle Lake and touches down in the Cat Lake, North Caribou Lake, Kingfisher Lake and Wunnumin Lake.

 

Provincial power and communication lines currently service the mine from the substation located at Pickle Lake via the Musselwhite-owned and operated overhead power transmission line. More recently power to the site was upgraded via a connection to power supplied by Wataynikaneyap Power LP.

 

Musselwhite’s airstrip, camp, mine complex, tailings storage facility, and mill area are located on the south shore of Lake Opapimiskan.

 

The topography of the mine site is relatively flat, with granite intrusions associated with regional highlands. Local relief, which ranges from 5 m to a maximum of 45 m. Extensive, low-lying swampy areas surround streams, ponds, and lakes on the property. Regional drainage is north-east towards Hudson Bay, with an average gradient of 3 m/km.

 

The Opapimiskan Lake area lies within the northern coniferous section of the boreal forest. Predominant species include black spruce, tamarack, and cedar, with local stands of white birch, jack pine, and poplar on better-drained areas.

 

1.3 History

 

The Musselwhite Mine has a long and storied history that spans over four (4) decades and is summarized in Table 1.1.

 

As of February 28, 2024, the operation has milled approximately 30.5 Mt of ore at a head grade of about 5.68 g/t Au, for a total of over 5.5 million recovered ounces.

 

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Table 1.1 – Musselwhite Mine Chronology

 

Year Description
1960 Harold and Alan Musselwhite prospect the region.
1962 Gold first discovered in the area by brothers Harold and Allan Musselwhite of Kenpat Mines Ltd. who found erratic gold mineralization in a quartz vein on the north side of Opapimiskan Lake and several showings in iron formation on the south side of the lake.
1962 to 1973 Early exploration and claims to gold at the site
1973 The Musselwhite Prospecting Grubstake is initiated
1973 to 1984 Several exploration campaigns are carried out.
1983 The Musselwhite Joint Venture is formed.
1985 to 1986 Surface drilling confirms a discovery with economic potential has been made.
1986 to 1987 A Pre-Feasibility Study is completed.
1988 to 1989 An underground exploration program is completed. The three (3) remaining partners, Placer Dome (43%), Inco Gold (32%) and Corona (25%), initiate a feasibility study. The economics do not justify developing the mine.
1992 to 1993 A drilling program focuses on the OP and PQ mineralized zones.
1993 Placer Dome purchases the 25% share of Musselwhite, acquired by Homestake Mining Co. through the latter's merger with Corona.
1994 An underground program begins on the T-Antiform structure. The PQ zone is explored by surface diamond drilling.
1994 to 1995 Sinking of exploration shaft commences.
1995 All-weather road connection to north road is completed. Portal excavation commences.
1996 The Musselwhite Joint Venture partners decide to put the property into production, and construction begins immediately following completion of a feasibility study. Underground development of the T-Antiform deposit, and open pit mining of the OP zone, begin.
1997 The first gold bar is poured on March 10, 1997, and the mine enters commercial production on April 1, 1997. Production from the open pit is suspended in August 1997.
2001 One million ounces are produced as of November 7, 2001.
2002 Underground crusher and conveyor are commissioned.
2002 to 2003 The merger of Kinross, TVX, and Echo Bay is completed. The new Kinross Gold Corporation acquires approximately 32% of the Musselwhite Mine.
2003 PQ Deeps deposit discovered. This deposit is notably higher grade than the existing mine’s reserve at the time.
2005 Mine produces record 250,383 ounces of gold.
2006 Barrick successfully completes take-over of Placer Dome and sells Musselwhite Mine to Goldcorp Canada Ltd.
2006 Total gold production reaches 2 million ounces.
2007 Mining commenced in the Esker Deposit. Goldcorp acquired the 32% Kinross Gold Corporation participation becoming the 100% owner.
2010 Third millionth ounce pour. In February Musselwhite becomes the first Canadian Mine to adopt the International Cyanide Code.

 

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Year Description
2011 Esker Vent shaft sinking project commenced.
2012 June the site was evacuated, except for a skeleton crew, due to a severe forest fire. It was stopped by the MNR fire fighters, mostly aircraft, very close to the Esker site.
2014

September Harmonic filter bank installed and commissioned at Esker site; Poured cumulative 4,000,000 oz Au on July 31, 2014;

Abandonment of the Esker Mine Shaft Project; the 6.2 m (20.3 ft) diameter shaft is now used as an exhaust raise from 315 m (1,033.5 ft) L. The Esker Mine Shaft Project was cancelled in favour of the new Winze Project.

2015 Total gold production reaches 4 million ounces.
2016 Materials Handling Project works commence; The unlined raise (“Esker Mine Shaft”) was completed in 2016.  Two new 2,012 kW (1,500 hp) variable pitch downcast fans were installed for this project and also to upgrade existing mine ventilation.
2017 Implementation of multi-unit tele-remote scoop operation on site and remote mucking operation from Thunder Bay office. Underground tagging and tracker system (Electronic Tag Board) implemented.
2018 Musselwhite Integrated Remote Operations Centre (IROC) opened in Thunder Bay in June to provide tele remote operational support to the underground mining operations.
2019

Newmont acquired Musselwhite in connection with its $10-billion acquisition of Goldcorp in 2019.

Materials Handling Project completed, with the first ore processed in Q1.

2019 to 2021 Conveyor system caught fire on March 29, leading to a power shutdown and subsequent flooding that would halt production for a period of nearly 1 year. Restoration efforts were nearing completion when Covid-19 pandemic related shutdowns led to further commissioning delays in 2020 and 2021.
2020 Geotechnical studies and Map3D numerical model completed to assess the proposed mine plan and provide guidance on PQD Extension 1.
2021 Strategic planning session with a cross-functional team to understand the potential of the PQD orebody / align on the path to add PQD reserves to the LoM. Supported by completion of much technical work / test work / studies.
2022 In 2022, Musselwhite transitions all line-of-sight load, haul and dump activities underground to fully remote operations with the introduction of automation technology.
2023 Electrical Upgrade completed - The Wataynikaneyap Project, expands the power capacity line serving Musselwhite Mine from a maximum site capacity of 19,500 kW to 23,000 kW.
2024 As announced on November 18, 2024, Orla Mining Ltd. agreed to acquire Musselwhite from Newmont.

 

1.4 Geological Setting and Mineralization

 

The North Caribou Greenstone Belt (NCGB) is located in the middle of the North Caribou terrane of the Western Superior Province, on the south side of a large-scale crustal boundary between the North Caribou Core and Island Lake Domain (Stott et al., 2010) as depicted in Figure 1.2. It comprises nine (9) volcanic-dominated assemblages formed during two major magmatic phases

 

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dated at ca. 2980 and ca. 2870 Ma. Sedimentary-dominated assemblages lie in the core of the NCGB, and are interpreted to have been deposited after 2980 Ma in the northern NCGB, and after 2850 Ma in the southeastern NCGB. Stratigraphic correlations between assemblages of the NCGB are based on the nature of their contacts, geochronological constraints, and geological and geochemical characteristics of their respective sequence. All assemblages are metamorphosed ranging from greenschist to amphibolite, with rare pockets of granulite. The NCGB is bounded by five (5) main intrusive phases emplaced during the two magmatic phases at ca. 2870-2850 Ma and ca. 2750-2690 Ma (Oswald, 2018).

 

Figure 1.2 – Musselwhite Mine Regional Geologic Setting

 

Source: Oswald, 2018

 

The envelope of the main structural fabric and fold structures is roughly parallel to the contact of the narrow, elongate, two-arc shape of the North Caribou belt. Three (3) major phases of ductile to brittle-ductile deformation have been documented (D1, D2, D3) with the dominant regional structural pattern being related to D2. Gold occurrences have been identified in seven of the nine assemblages of the NCGB. Other commodity occurrences include Ag-Zn-Pb-Cu, Zn-Cu-Pb and Pt-Pd. Gold is frequently spatially associated with D2 related structures. Most gold occurrences are quartz-vein type hosted in mafic volcanic rocks and silicate facies iron formation, with subordinate mineralization hosted in biotite and amphibolite schists. (Oswald, 2018).

 

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Mineralization at Musselwhite is predominantly found in sub-vertical high strain zones in the favourable silicate facies of the Northern Iron Formation, and to a lesser extent the oxide facies in both the Northern and Southern Iron Formation. Significant mineralization is also locally hosted in mafic volcanics and garnet-biotite schists in the West Limb deposits. In addition to the main hosts of mineralization, anomalous gold concentrations also occur property-wide and within all of the major lithologies. A positive correlation exists between gold and pyrrhotite mineralization in the Northern Iron Formation silicate facies. In general terms, this translates to 1 g/t Au for each percentage increase in pyrrhotite, up to approximately 15% pyrrhotite. This correlation between gold and pyrrhotite does not apply to mineralization in the Southern Iron Formation or the West Limb. The locations of key mineralized zones are shown with stratigraphic and structural relationships on a composite geology vertical section in Figure 1.3.

 

Mineralization is sulfide replacement of iron formation with quartz-pyrrhotite flooding and veining. Mineralization is best developed where structural permeability has been increased, either by folding, brittle or ductile deformation or in combination. Mineralization is thought to have been emplaced during D2 deformation and peak metamorphism (Oswald, 2018).

 

Quartz-pyrrhotite veins/floods are composed of massive, glassy blue to grey quartz with up to 20% fine to medium-grained pyrrhotite locally and occur as anastomosing networks of multiple veinlets that pinch and swell along strike as well as up and down dip. Accessory minerals include albite, almandine garnet and calcite, minor arsenopyrite, pyrite, chalcopyrite, and native gold. Sulfide mineralization in the veins is strongly structurally controlled, occurring within small-scale boudins, along the margins of the veins and as fine stringers within the vein itself. Sulfide replacement style mineralization is characterized by 2% to locally 15% fine-grained disseminated pyrrhotite, trace to locally 2% arsenopyrite, trace to 2% pyrite. Gangue minerals consist of almandine garnet, quartz and or chert, grunerite, actinolite, biotite, magnetite, calcite with accessory epidote and zircon.

 

Visible native gold is commonly observed as isolated specks within quartz. The majority of the gold occurs in pyrrhotite micro-fractures within garnet-rich, silicate domains.

 

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Figure 1.3 – Composite Geology Vertical Section Showing Key Mineralized Zones with Stratigraphic and Structural Relationships, Musselwhite Mine  

 

Source: Oswald, 2018

 

1.5 Exploration Work and Drilling

 

1.5.1 Historical Chronology of Notable Exploration Work

 

The following is a summarized chronology of exploration related work carried out at and around the location of the Musselwhite mine:

 

1938 – (Satterley 1941) First geological map of the North Caribou Greenstone Belt produced at a scale of 1 inch to 1 Mile (1:63360).

 

1960 – Geological survey of Canada conducted an airborne magnetometer survey of the North Caribou Greenstone Belt.

 

1962 – Economic gold mineralization was first identified on the adjacent Musselwhite mining leases by the Musselwhite Brothers in 1962

 

1963 – The Karl Zeemal property was optioned by Kenpat Mines Ltd. in 1963. The company conducted geological and geophysical surveys.

 

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1962 to 1963 – Inco Limited conducted an 18-hole diamond drill hole program around Zeemal Lake and an additional Eight holes in area of Karl and Markop Lakes.

 

1973 – The Musselwhite brothers optioned their property to a consortium led by Dome Exploration Ltd. Subsequent exploration activities resulted in the discovery of the “West Anticline Zone” in 1980.

 

1981 – The Dome Exploration Ltd Consortium commissioned Aerodat Ltd. to conduct an airborne magnetic and electromagnetic geophysical survey over the area surrounding the Musselwhite deposit.

 

1984 – Dome Mines Ltd. excavated an exploration decline into the West Anticline Zone to help delineate gold mineralization in this area.

 

1985 – The Ontario Geological Survey commissioned Aerodat Ltd. to perform an extensive Airborne Magnetic and Electromagnetic survey of the North Caribou Greenstone Belt. Maps 80744 and 80745 cover the Karl Zeemal area.

 

1986 – Extensive surface drilling by Dome Mines Ltd focused on the East Bay Synform

 

1987 – Geocanex Ltd. conducted surface mapping and diamond drill programs on behalf of Santa Maria Resources Ltd on the Zeemal Lake property.

 

1988 – Power Explorations Inc. conducted extensive mapping, prospecting, trenching and diamond drilling along the mineralized Karl-Zeemal iron formation.

 

2005 – Goldcorp Canada Inc. extensive exploration drilling along the mineralized trend identified by Power Explorations Inc. in their 1988 drilling.

 

2006 – Barrick Gold acquired 100% of Placer Dome shares in January, and Goldcorp Canada Ltd. later acquired sole ownership of Musselwhite Mine from Barrick Gold and Kinross Gold Corp.

 

2018 – Goldcorp Canada Inc. soil-, litho-, and bio-geochemical sampling program. Detailed exploration drilling along mineralized trends and geochemical anomalies conducted within the Karl Zeemal and North Shore target areas.

 

2019 – Newmont Corporation acquired ownership of Goldcorp Inc. and all its properties. Greenfields exploration program conducted by Bayside Geoscience within Newmont-Goldcorp northern tenement along NCGB, and the near-mine Karl Zeemel target area.

 

2023 – Outcrop sampling program, and a 30,319 ha fixed-wing airborne gravity gradiometric survey was conducted over the Musselwhite Mine property and portions of regional claim tenement by CGG Canada Services Ltd.

 

1.5.2 Drilling

 

From 1974 to 2023, a total of 9,333 diamond drill holes with a cumulative length of 1,872,415 m have been completed at Musselwhite Mine and surrounding near-mine target areas (Table 1.2).

 

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Table 1.2 – Musselwhite Mine Drilling Summary by Year

 

Year Holes Metres
1974 4 320
1975 12 691
1976 18 1,032
1978 36 3,013
1979 32 2,893
1980 17 2,701
1981 94 15,781
1982 61 9,508
1983 61 6,866
1984 64 1,756
1985 28 4,684
1986 122 23,351
1987 67 16,974
1988 44 12,300
1989 218 15,134
1992 12 2,055
1993 103 16,943
1994 330 50,780
1995 137 23,658
1996 146 26,916
1997 338 26,833
1998 303 44,456
1999 328 54,430
2000 328 57,640
2001 153 32,389
2002 205 41,929
2003 384 90,276
2004 327 76,368
2005 275 49,212
2006 190 40,452
2007 282 49,882
2008 262 52,986
2009 397 63,957

 

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Year Holes Metres
2010 332 60,733
2011 322 61,874
2012 214 71,487
2013 169 38,256
2014 153 48,755
2015 208 55,042
2016 361 77,489
2017 334 81,766
2018 391 94,163
2019 336 94,169
2020 189 43,055
2021 243 61,875
2022 366 86,750
2023 337 78,836
2024 109 26,355
Total 9,442 1,898,770

 

Drilling included in the 2023 model update included 407 new holes. A summary of the number of holes and metres drilled in each mine area and broken down by spacing classification is provided in Table 1.3.

 

Table 1.3 – Summary of New Drilling Included in the 2023 Geology and Resource Model Update

 

Deposit Delineation Reserves Resources Wingspan
No. of
Holes
Metres
Drilled
No. of
Holes
Metres
Drilled
No. of
Holes
Metres
Drilled
No. of
Holes
Metres
Drilled
Red Wing 10 1,203 39 4,513 34 4,003 11 2,805
PQ Deeps 110 25,114 11 3,324 10 3,309 4 1,266
Lynx 29 6508 39 11,079 5 1,065 19 5,499
T-Antiform N/A N/A 9 1,836 N/A N/A 12 2,487
West Limb 49 9,849 5 1,602 N/A N/A 11 3,504
Totals 198 42,674 103 22,354 49 8,377 57 15,561

 

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1.6 Data Verification, Sampling Preparation, Analysis, and Security

 

Qualified Person, Ryan Wilson, P. Geo., completed a site visit on November 6 and 7, 2024. The visit included an underground tour, during which multiple active headings were observed in both the PQ Deeps and Lynx areas of the East Limb, as well as a diamond drill setup. Surface stops were also made to the core logging, sampling and preparation facilities, in addition to outcrop exposures along the south shore of Opapimiskan Lake. Review of key drill core intercepts supported the mineralization styles observed underground, as well as slightly differing styles from both Redwings and the West Limb. Standard operating procedures and related documentation for all drilling, geological, sampling, assaying and database management were also reviewed during additional meetings with the site exploration team. Sample storage, security and chain of custody systems and infrastructure were also noted.

 

Specific core intervals were pulled and inspected, photographed, and/or filmed for later review and reference. No analytical facilities (e.g., Actlabs in Dryden) were inspected during the visit.

 

No samples were collected for additional laboratory verification; however, mineralized intervals were inspected and compared with assay values for confirmation of mineralization.

 

The quality of the drill hole database and contained assay results is considered reliable and adequate for the estimation of Mineral Resources. The data available are a reasonable and accurate representation of the Musselwhite Mine and are of sufficient quality to provide the basis for the conclusions and recommendations reached in this Technical Report.

 

1.7 Mineral Processing and Metallurgical Testing

 

Metallurgical test work completed on variability samples selected from across the current reserve shows minor to no amounts of elements and minerals that are deleterious to gold recovery and reagent consumption. Ores to be processed over the current life-of-mine are consistently of moderate hardness, with respect to grinding. Gold recoveries are expected to remain high, on average, and are reasonably predicted by the 2023 site model, with occasionally lower gold recovery resulting from elevated sulfide sulfur content and potentially changing gold mineralogy. Sulfide sulfur content did not explain all recovery outliers and variability.

 

1.8 Mineral Resources Estimate

 

The Mineral Resource Estimate for the Musselwhite Mine includes Measured and Indicated Resources of 2,155 kt @ 4.25 g/t Au for 294 koz, and Inferred Resources of 1,188 kt @ 4.96 g/t Au for 190 koz.

 

The MRE has been prepared using a cut-off grade of not less than 3.80 g/t Au, and the underground Mineral Resources are reported using a gold price of US$1,600.

 

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The MRE statement for the Musselwhite Mine prepared by DRA is summarized in Table 1.4. Additional details are also provided in the adjoining footnotes.

 

Table 1.4 – Mineral Resource Estimate East and West Limb Deposits, Dec. 31, 2023

 

Category Tonnage Average Grade Gold Ounces
(Mt) (g/t Au) (koz Au)
East and West Limb Deposits      
Measured 0.87 4.36 122
Indicated 1.29 4.17 173
Total Measured + Indicated 2.16 4.25 294
Inferred 1.19 4.96 190
Notes:      

1. The Mineral Resource Estimate has been estimated using the Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Definitions Standards for Mineral Resource and Mineral Reserve in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects. Mineral Resources which are not Mineral Reserves, do not have demonstrated economic viability.

2. Mineral Resources are reported exclusive of mineral reserves.

3. Reference point for Mineral Resources is point of delivery to the process plant (diluted and mine recovered).

4. Mineral Resources are constrained within stope shapes generated by Deswik Stope Optimizer. Design parameters varied by both mining method (Transverse and Avoca) and zone for mining recovery (93–94%) and dilution (14–30%) factors, respectively; refer to Section 14.5.

5. Stope shapes were developed using a gold sales price of US$1,600/oz.

6. Underground resources were estimated using a variable cut-off grade of not less than 3.80 g/t Au.

7. Resource estimations were interpolated using Ordinary Kriging (OK).

8. The effective date of the Mineral Resource Estimate is December 31, 2023.

9. Figures have been rounded to an appropriate level of precision for the reporting of Mineral Resources. As a result, totals may not compute exactly as shown.

 

1.9 Mineral Reserve Estimation

 

The mine design, scheduling, and mineral reserve estimate were prepared by the technical services department at Musselwhite and verified by the QP responsible for these estimates.

 

Material factors that may cause actual results to materially vary from the conclusions, estimates, designs, forecasts, or projections, include any significant differences in anyone, or more, of the material factors, or information, including metal prices, mining methods, mining dilution and recovery, labor costs, consumables costs, metal recoveries and transportation costs.

 

1.9.1 Methodology for Estimating Mineral Reserves

 

Musselwhite employed procedures recognized in the mining industry to estimate Mineral Reserves. The method consists of converting Measured and Indicated Mineral Resources to Proven and Probable Reserves by identifying material that exceeds the Cut-Off grade while conforming to the geometrical constraints determined by the mining method and applying modifying factors such as dilution and mining recovery.

 

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1.9.2 Modifying Factors

 

The conversion of Mineral Resources to Mineral Reserves involves the application of modifying factors. The economic modifying factors used in estimating the Mineral Reserve are metal prices and Cut-Off, while the mining modifying factors used in the estimate are dilution and mining recovery.

 

The metal prices used in the Mineral Reserve estimate are based on Newmont –Musselwhite guideline for 2024 of US$1,400/oz.

 

1.9.3 Stope Optimization

 

Mineable Shape Optimizer (MSO) embedded in Deswik mine design software was used to determine the mineable portion of the Mineral Resource. The application generates and evaluates potentially mineable shapes in the geological block model to define optimal stope designs that maximize the economic value of the orebody.

 

1.9.4 Mineral Reserve Statement

 

Table 1.5 presents the Mineral Reserve for Musselwhite Mine as of December 31, 2023.

 

Table 1.5 –Musselwhite Mineral Reserves as of December 31, 2023

 

Description Tonnage
(Mt)
Gold Grade
(g/t Au)
Contain Gold
(Au koz)
Proven 3.25 6.76   707
Probable 4.10 5.81   766
Proven and Probable 7.36 6.23 1,473
       
Notes:      

1. The Mineral Reserve Estimate has been estimated using the Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Definitions Standards for Mineral Resource and Mineral Reserve in accordance with National Instrument NI 43-101 – Standards of Disclosure for Mineral Projects.

2. The mineral reserve was created using Deswik Software with an effective date of December 31, 2023.

3. Mineral Reserves are reported within stope shapes using cut-off basis with a gold price of US$1,400/oz.

4. The mineral reserves cut-off grade varies by zone. The mineral reserves were estimated using a cut-off grade of not less than 3.80 g/t Au.

5. Values are inclusive of mining recovery and dilution. Values are determined as of delivery to the mill and therefore not inclusive of milling recoveries.

6. Tonnage and contained metal have been rounded to reflect the accuracy of the estimate and numbers may not sum exactly.

 

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1.10 Mining Methods

 

1.10.1 General Description of the Mineralization at Musselwhite

 

Mineralization at Musselwhite is sulfide replacement of iron formation with quartz-pyrrhotite flooding and veining. Mineralization is best developed where structural permeability has been increased, either by folding, brittle or ductile deformation or in combination. Mineralization is thought to have been emplaced during D2 deformation and peak metamorphism.

 

Visible native gold, usually the size of a pin tip, is commonly observed as isolated specks within quartz. The majority of the gold occurs within pyrrhotite micro-fractures within garnet rich, silicate domains.

 

The deposit consists of seven (7) zones called West Limb (WEL), Upper Lynx (ULYNX), Redwings (RDW), Lynx North (LNXN), Lynx (LYNX), T-Antiform (TANT), and PQ Deeps which contains 60% of the ore reserve.

 

1.10.2 Geotechnical

 

The Musselwhite Mine has developed geotechnical systems that are standard for underground operating mines in Ontario and Canada. The standards are based on protocols outlined in the following key documents:

 

Musselwhite Mine Ground Control Management Plan (GCMP) dated January 26, 2024;

 

Musselwhite Mine Seismic Risk Management Plan (SRMP) date January 12, 2024.

 

Musselwhite Mine has an ongoing process of geotechnical data collection involving the systematic gathering, analysis, and interpretation of information about the expected and encountered ground conditions. This data is then used to define the pre-mining condition by defining the rockmass classification system and compare against empirical methods to define the appropriate stope/drift spans, underground support requirements and pillar dimensions. Designs are further complemented with 3D numerical modeling. This is further updated during mining and post mining to address changing ground conditions to identify changes to the mining sequence, stope sizing, ground support and seismic re-entry protocols.

 

The Musselwhite Mine rock mechanics department also completes various types of underground operation reports due to fall of ground and seismic damage events. These reports are used to assist with making operational changes to address safety and production challenges.

 

The key geotechnical challenge at Musselwhite Mine is the transition from a lower stress seismic environment to a medium and higher stress environment within the PQ Deeps zone. Musselwhite Mine has addressed seismic related events by changing to ground support, planned extensions to the seismic system and pre-conditioning of secondary transverse stopes. Additional operational considerations may be required as the seismicity in the mine increases including just in time

 

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development, modifications to re-entry protocols, changes to mining sequence, stope size review, expansion of stope pre-conditioning and increased ground support requirements in order to meet future production plans. These types of operation consideration will need to be studied by the Musselwhite Mine with assistance from external consultants as required.

 

1.10.3 Hydrogeology

 

The underground mining is directly below Opapimiskan Lake. Three (3) type of water inflows are considered as risk. The greatest inflows risk is the result of a major instability in the crown pillar (i.e., wedge failure or collapse of the surface crown). A second risk is the un-grouted exploration boreholes drilled directly below the pond (in winter). The third risk would be the potential excavation of fractures (such as dyke or water bearing faults) intersection inflows. Several consultants have been invited to carry out hydrogeology related studies. Itasca Consultant Canada Inc. (Itasca) evaluated the crown pillar design thickness between 25 to 35 m and determined it is within the stable limit.

 

1.10.4 Mine Design

 

The Mineral Reserve estimate is based on a mine design and schedule which was prepared in Deswik software. The development parameters used for mine design and planning include the cross-sections of drifts and ramps, the diameter of ventilation raises, and the advance rates for the diverse headings. The production parameters include mining methods, pillar thicknesses, dip constraints, minimum mining widths, stope dimensions, and production rates.

 

1.10.5 Stoping Methods

 

The mining method predominantly in use at Musselwhite is sub-level blasthole stoping with backfill. The sub-level blasting stoping method is excavated using three methods:

 

Standard AVOCA method;

 

Modified AVOCA method; and

 

Transverse Longhole method.

 

The AVOCA and Modified AVOCA mining methods are the standard mining method for most of the orebodies (e.g., Redwing, West Limb, Lynx) above the 4250 m mine elevation (950 Level) and where the orebody width has increased at depth, below 4250 m to 3750 m elevations, the mining method has changed to Transverse (PQ Deeps).

 

1.10.6 Mine Infrastructure

 

Musselwhite Mine is a mechanized mine, and access to the underground workings is provided by a system of ramps. The main ramp extends from the portal to 3750 mL in PQ Deeps.

 

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Ore extracted from the PQ Deeps zone is hoisted by an internal winze to the 280 mL. From the Truck Loadout (TLO) on 280 L ore is transferred to a dumping point at 460 mL, and thereafter conveyed to surface. The distance between the TLO and the 460 mL is approximately 3,000 m in a ramp of + and -15%. The current trucking performance on this level is around 320 t per shift per truck.

 

In the LoM, around 60% of the total ore production will be produced from this zone.

 

The cement slurry for the cemented rockfill is produced underground by a portable cement slurry plant. The cement powder is transported underground by tote bag with a flatbed truck that carries 4 bags per trip. Only three (3) to four (4) trips can be transported per shift. Musselwhite has recognized that this process is inefficient and creates delays in the mining sequence of the PQ Deeps zone. Options to improve this process are under evaluation.

 

The underground mine has two (2) independent pump systems, one cascading system from the 770 mL to the 220 mL and pumped to the Tailings Storage Facility (TSF). On the 770 mL, an UV system is installed to remove bacteria where this industrial is directed to an underground reservoir that feeds the PQ Deeps zone.

 

The pumping on the 537 Level collects the ground water from the mid mine and esker. This water is directly pumped to the surface.

 

The mine is serviced by an underground repair bay for light breakdown repairs. Major repairs and overhauls are conducted in the surface maintenance facility.

 

1.10.7 Mine Equipment

 

Musselwhite is a mechanized mine employing rubber-tired diesel equipment for all phases of mining operations. Its mobile mine equipment fleet includes seven (7) jumbo drills, two (2) cable bolters, three (3) longhole production drill rigs, fifteen (15) Load Haul Dumps (LHD), fourteen (14) 45-ton underground mine trucks, two (2) transmixers, two (2) shotcrete sprayers and five (5) explosives chargers, and a number of ancillary vehicles for mine services and personnel. The mine ventilation system takes into consideration the air flow required to remove the exhaust products from internal combustion engines.

 

1.10.8 Mine Personnel

 

The underground mine works two (2) 12-hour shifts, and there are four (4) rosters, working rotations of 14 days on and 14 days off. Currently, Musselwhite is using an underground contractor to supplement their development crews. All production activities (except development) are performed by Musselwhite personnel.

 

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1.10.9 Life-of-Mine Plan

 

1.10.9.1 Production

 

Table 1.6 presents the LoM underground mine schedule developed in the reserve estimation process. The table includes 7.36 Mt of ore at a grade of 6.23 g/t on December 31, 2023, and the totals coincide with the Mineral Reserve Estimate.

 

Table 1.6 – Life of Mine Plan

 

Zone Unit 2024 2025 2026 2027 2028 2029 2030 LoM
Proven and Probable kt 1,041 1,069 1,073 1,072 1,070 937 1,096 7,357
Grade g/t 5.94 6.09 6.87 5.83 7.40 6.10 5.36 6.23
Ounces koz 199 209 237 201 254 184 189 1,473

 

 

1.10.9.2 Development

 

Mine development is segmented into lateral and vertical headings due to the difference in methodology, advance rates and costs. Tables 1.7 and 1.8 depict the schedule of mine development beginning January 1, 2024, and including the decline ramp, crosscuts, ore drives and sublevels.

 

Table 1.7 – Schedule of Lateral Development

 

Description Unit 2024 2025 2026 2027 2028 2029 2030 LoM
Total Lateral Development m 12,746 8,537 7,393 6,303 5,765 3,497 903 45,144

 

Table 1.8 – Schedule of Vertical Development

 

Description Unit 2024 2025 2026 2027 2028 2029 2030 LoM
Total Vertical Development m 104 471 0 186 58 527 0 1,346

 

 

1.11 Recovery Methods

 

The Musselwhite processing facility was constructed in 1996 and began operations in 1997. The total operating life of the mill has been over 25 years. Upgrades over time have increased the original processing design throughput from 3,200 tonnes per day (tpd) to 4,000 tpd nominally (Samuel Engineering, 2018). Mill throughput is currently limited to approximately 1.1 Mtpa by mine production, which is the current life-of-mine plan requirement. Average gold recovery has been above 95% over the last 15 years of operation.

 

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The Musselwhite process flowsheet begins with primary crushing underground. The product from the primary crusher reports to a secondary crusher on surface and is then milled in an open-circuit rod mill followed by a closed-circuit ball mill. The ball mill circuit contains gravity concentration and intensive cyanide leaching. The grinding circuit product passes through the remaining gold extraction processes consisting of cyanide leaching, carbon-in-pulp adsorption, carbon elution and regeneration, electrowinning and refining. Doré bars assay approximately 90% gold. Mill tailings are first treated in a two-thickener counter-current-decantation circuit to recycle cyanide, followed by cyanide detoxification, thickening and final deposition.

 

Figure 1.5 illustrates a simplified Process Flowsheet for the Musselwhite Mill.

 

1.12 Project Infrastructure

 

The Musselwhite Mine has been in production since 1997 and has the necessary infrastructure required to support the current underground mining operation. This includes, but is not limited to, process plant, laboratory, airstrip, fuel storage, chemical storage, power supply, water supply, tailings storage facility, camp, waste facility, and all the necessary offices, warehouses, and workshops to sustain the current operation.

 

Figure 1.4 illustrates all existing infrastructure and locations of the plant and mine.

 

Figure 1.4 – Existing Project Infrastructure

 

Source: Newmont, 2024

 

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Figure 1.5 – Musselwhite Simplified Process Flowsheet

 

Source: DRA, 2024

 

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1.13 Environmental Studies, Permitting and Social or Community Impact

 

The Musselwhite Mine underwent a federal Environmental Assessment (EA) prior to going into production in 1997. To support the EA process, an Environmental Impact Statement (EIS) and Comprehensive Study Report were completed in 1995 (Newmont, 2024a). In addition, the mine has received several provincial environmental approvals over the years. One of the main approvals is the Environmental Assessment (EA) for the installation and operation of up to 20 megawatts of diesel-generated capacity, as mandated by the former Electricity Project Regulation (O.Reg. 116/01). The on-site diesel generation is comprised of eleven (11) diesel generator sets with varying outputs. Public and Indigenous Communities (ICs) consultation was completed during the preparation of the EA.

 

The site has extensive monitoring programs that are reported to regulatory agencies on a periodic basis, in accordance with regulatory requirements. Comprehensive surface and groundwater monitoring supports a detailed understanding of current conditions and is incorporated into predictive models to support risk mitigation and closure planning.

 

The latest amendment to the Closure Plan for the mine was completed in 2018 and filed in 2019 (SNC-Lavalin, 2018) and the associated Financial Assurance was recently updated, at the request of the Ministry of Mines (MINES), to account for inflation from 2018 to 2024. Musselwhite complies with the requisite bonding levels for the implementation of the approved Closure Plan. The next update to the Closure Plan is tentatively scheduled for late 2025 to early 2026 and will incorporate findings from various ongoing studies, monitoring and predictive modelling.

 

Mining impacted water is routed from the TSF Pond and either recycled back to the mill or pumped to the Polishing Pond from where it is discharged seasonally through a treatment wetland. Primary inputs to the TSF Pond include bleed water from tailings deposition, dewatering from the underground workings, pump back from the groundwater interception system and seepage collection pond and direct precipitation. The mine consistently meets water quality discharge limits although it is understood that levels of Co are somewhat elevated and both Fe and As have been flagged as potential contaminants of concern. Studies are ongoing to characterize TSF geochemical performance and predict future water quality and possible requirement for additional mitigations.

 

Musselwhite Mine is located on the traditional territory of North Caribou Lake First Nation and the mine’s associated activities are within the shared traditional territories of the Nations. Kingfisher Lake is located 58 km to the northeast; North Caribou Lake is located 76 km to the northwest; Wunnumin Lake is located 84 km to the east; Cat Lake is located 140 km to the southwest, and Mishkeegogamang is located 30 km south of Pickle Lake. Kingfisher Lake and Wunnumin Lake First Nation communities are affiliated with the Shibogama First Nation Council. North Caribou Lake and Cat Lake are affiliated with the Windigo First Nations Council. Mishkeegogamang is an independent band (SNC-Lavalin, 2018).

 

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The Project has identified more than 150 stakeholders including Indigenous Communities (IC) Signatory and affiliates communities, Indigenous Organizations and community members outside of Signatory Communities, municipalities, government and regulators, suppliers, contractors, consultants, Academy/Training Partner and others (Civil Society, Chamber of Commerce, Community Investments, Mining Associations) (Newmont, 2024b).

 

Musselwhite was one of the first mines in Canada to enter into a comprehensive agreement with local ICs. The agreement is called the Musselwhite Agreement and was originally signed in 1992. Signatories of the Agreement are four ICs and two First Nation Councils. These include North Caribou Lake First Nation, Cat Lake First Nation, Kingfisher Lake First Nation, Wunnumin Lake First Nation, Windigo First Nation Council, and Shibogama First Nation Council. The Agreement has been reviewed and renegotiated in the past, with the last amendment being completed in 2019. There is also a Trapper Compensation Agreement with North Caribou Lake First Nations and a Cooperation Agreement with Mishkeegogamang First Nation. The Musselwhite Agreement sets targets for ICs employment, opportunities for business development, and environmental protection. The Agreement establishes revenue sharing, implementation funding and environmental funding. The established target for the percentage of ICs employees included in the Musselwhite Agreement has been proven to be challenging despite the continuous operator efforts.

 

1.14 Capital and Operating Costs

 

1.14.1 Capital Cost Estimate (Capex)

 

The following capital cost estimate (Capex) is based on sustaining expenditures as the plan does not include any additional Project capital.

 

1.14.1.1 Mine Capital Cost Estimate (Mine Capex)

 

The overall mine capital cost estimate for the life of mine is US$250.3 million, based on the 2024 LoM plan for solely mining the 2023 mineral reserves. The spending pattern by cost category is shown in millions of US$ in Table 1.9. The cost of the individual items within the categories were provided by the site as part of establishing the 2023 mineral reserves. Equipment replacements amounting to US$55.3M are included within the Asset Integrity Category. Variances between the 2024 plan and Year-to-Date (YTD) September 2024 for the individual categories of capital expenditures were noted. In particular, the equipment replacements contained within the asset integrity category were not pursued as a means of offsetting over expenditures in the development categories. The expectation is that adjustments will be made for the 2024 mineral reserves determination.

 

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Table 1.9 – 2024 Mine Plan Capital Cost Estimate by Category by Year (US$ M)

 

Category Totals 2024 2025 2026 2027 2028 2029 2030
Lateral Devt. 56.1 16.6 12.8 8.4 7.1 5.0 4.8 1.3
Vertical Devt. 3.1 0.3 1.2 - 0.3 0.1 1.3 -
Asset Integrity 127.2 29.8 29.2 25.7 14.3 13.4 7.5 7.3
Project 63.9 19.2 3.0 16.9 8.5 13.6 2.7 -
Total Mine 250.3 65.9 46.2 51.0 30.2 32.1 16.3 8.6

 

The estimated life of mine capital cost per tonne milled for the mine, including the project capital, is US$34.02/t.

 

1.14.1.2 Mill Capital Cost Estimate (Mill Capex)

 

The overall mill capital cost estimate for the life of mine is US$12.7 million, based on the 2024 LoM plan for solely mining the 2023 mineral reserves. The spending pattern by cost category is shown in millions of US$ in Table 1.10. The cost of the individual items within the categories were provided by the site as part of establishing the 2023 mineral reserves. A cost estimate for grinding floor rehabilitation of US$0.3M was later added, following the site visit. Variances between the 2024 plan and YTD September 2024 for the individual categories of capital expenditures were noted and the expectation is that adjustments will be made for the 2024 mineral reserves determination.

 

Table 1.10 – 2024 Mill Plan Capital Cost Estimate by Category by Year (US$ M)

 

Category Totals 2024 2025 2026 2027 2028 2029 2030
TSF 7.9 2.2 - 1.5 - 2.7 1.5 -
Infrastructure 4.5 1.2 3.3 - - - - -
Upgrades 0.3 0.1 0.2 - - - - -
Total Mill 12.7 3.5 3.5 1.5 - 2.7 1.5 -

 

The estimated life of mine capital cost per tonne milled for the mill is US$1.73/t.

 

1.14.1.3 G&A Capital Cost Estimate (G&A Capex)

 

All G&A capital envisioned for the 2024 LoM plan is sustaining, there is no G&A Project Capital.

 

The G&A sustaining capital amounts to US$37.4 million over the 2024 LoM plan for solely mining the 2023 mineral reserves. The estimated life of mine capital cost for the G&A capital is US$5.09 per tonne milled.

 

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1.14.2 Operating Cost Estimate (Opex)

 

1.14.2.1 Mine Operating Cost Estimate (Mine Opex)

 

The Mine Operating Costs at the mine site have been reviewed by the mining QP and found to be reasonable for a mechanized mine utilizing the Avoca mining methods. The mine has demonstrated typical operating costs for a facility of its size.

 

The mine operating cost estimates are based on recent actual costs with minor specific adjustments for mine improvement initiatives that are currently being implemented.

 

The forward looking mine operating cost estimates include further improvement plans and thereby are foreseen to be at a minimum at a pre-feasibility level of confidence, having an accuracy level of ±25% and a contingency range not exceeding 25% until such time as the improvement plans are factual.

 

Mine operating costs are based on the 2024 budgeted life of mine cost factors as presented in Table 1.11.

 

Table 1.11 – Mine Operating Unit Cost Factors for Determining the 2024 Budget

 

Description Value Unit
Exchange Rate 0.75 US$ / CA$ 
Mine Services (Fixed) 18.9 M US$/y
Lateral Dev't (Opex) 4,890 US$/ metre
Vertical Dev't (Opex) N/A US$/ metre
Stoping - Drill 67.91 US$/PD metre
Stoping – Blast 4.23 US$/prod blast tonne
Stoping – Muck 13.13 US$/prod ore tonne
Stoping - Ground Support 3.82 US$/prod ore tonne
Backfill – Un-consolidated Roack Fill (URF) 4.97 US$/URF tonne
Backfill – Cemented Rock Fill (CRF) 37.20 US$/CRF tonne
Mine Services (Variable) 11.68 US$/total tonne moved
Hoisting 3.16 US$/hoist tonne
Crushing 8.40 US$/ore tonne mined
Engineering 2.09 US$/total tonne moved
Geology 3.88 US$/ore tonne mined

 

The mine cost factors were applied to the WSP derived LoM production schedule for the reserves to provide the Table 1.12.

 

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Table 1.12 – LoM Operating Costs by Year for the Mine

 

Area LoM 2024 2025 2026 2027 2028 2029 2030
Development1 162.0 44.8 28.2 27.3 23.6 23.0 12.0 3.0
Drill2 36.6 7.4 4.8 6.8 5.7 2.8 4.8 4.4
Blast 22.6 2.8 3.1 3.2 3.1 3.3 3.2 3.9
Muck 78.4 9.6 10.7 10.8 10.9 11.3 11.1 13.8
Ground Support 22.8 2.8 3.1 3.2 3.2 3.3 3.2 4.0
Backfill - URF 12.8 1.8 2.4 1.8 1.9 1.0 1.4 2.6
Backfill - CRF 54.2 2.5 3.8 7.3 4.9 14.5 11.6 9.7
Mine Services (Variable) 179.3 30.9 28.9 26.4 23.8 24.8 21.7 22.7
Mine Services (Fixed) 132.2 18.9 18.9 18.9 18.9 18.9 18.9 18.9
Hoisting 18.2 2.2 2.4 2.5 2.5 2.9 2.5 3.3
Crushing 61.8 8.7 9.0 9.0 9.0 9.0 7.9 9.2
Engineering 32.0 5.5 5.2 4.7 4.3 4.4 3.9 4.0
Geology 28.6 4.0 4.2 4.2 4.2 4.2 3.6 4.3
Total (US$ M) 841.4 142.2 124.6 126.0 115.8 123.5 105.7 103.7
Mine Cost / t milled 114.37 136.56 116.57 117.47 108.09 115.38 112.77 94.61
Notes:                
1 No change in the unit cost for lateral or vertical development, the resultant reduction is from less metres required per year as only mining the reserves.
2 Reduction in drill cost in 2025 and beyond reflects successful implementation of programmed Ikon detonators mine wide in 2024 significantly reducing the need to redrill the blastholes.

 

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1.14.2.2 Mill Operating Cost Estimate (Mill Opex)

 

The overall mill operating cost estimate for the LoM is US$185.0 million, as summarized by the cost center activities in Table 1.13 with the estimated LoM mining cost of $25.14 per tonne milled comparing favourably to the prior three years at $22.18 per tonne milled.

 

Table 1.13 – Life of Mine, Mill Operating Cost Estimate

 

Area Average Prior
Three Years
(US$ / t milled)
LoM Average
Unit Cost
(US$ / t milled)
LoM Total
Cost by
Activity
(US$ M)
Labor 5.71 5.40 39.76
Flights & Accommodations 0.82 1.17 8.60
Energy 2.53 2.23 16.40
Contractors & Technical Services 2.34 4.03 29.65
Reagents, Consumables & Supplies 5.79 5.88 43.27
Freight 0.28 0.84 6.20
Maintenance 4.71 5.59 41.13
Total 22.18 25.14 185.01

 

1.14.2.3 G&A Operating Cost Estimate (G&A Opex)

 

The overall General and Administrative (G&A) operating cost estimate for the LoM is US$313.9 million.

 

1.15 Economic Analysis

 

The results of the economic analysis contain forward-looking information under Canadian securities law. The results rely on inputs that are subject to known and unknown risks, uncertainties, and other factors, which may cause actual results to differ materially from those presented here.

 

The economic analysis is based on the discounted cash flow (DCF) method on a pre-tax and after-tax basis. The key metric determined in the analysis is the Net Present Value (NPV) at a discount rate of 5%. For the purposes of the evaluation, it is assumed that the operations are established within a single corporate entity. The Project has been evaluated on an unlevered, all-equity basis.

 

The cash flow model uses inputs from all elements of the Project to provide a comprehensive financial projection for the Project, on an annual basis over the remaining project life. All prices and costs are in Q4 2023 US dollars. The base date of the economic analysis is 1st January, 2024 and the analysis utilizes production projections for the Year 2024. No provision is made for the effects

 

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of inflation in this analysis. Current Federal and Provincial (Ontario) tax regulations were used to assess corporate tax liabilities.

 

Table 1.14 provides a summary of the key technical assumptions and inputs. At a long-term gold price assumption of $2,150 per ounce, the financial results indicate a positive pre-tax NPV of $1,037 M and a positive after-tax NPV of $782 M.

 

Table 1.14 – Economic Analysis Parameters

 

Description Units Value
Macroeconomic Parameters    
Gold Price $/oz 2,150
Exchange Rate USD:CAD 1.00:1.33
Discount Rate % 5.0
Project Parameters    
Remaining Mine Life years 7
Mineable Mineral Reserves Mt 7.4
Ore Grade Mined (LoM average) g/t Au 6.2
Annual Mill Throughput (LoM average) ktpa 1,051
Gold Recovery (LoM average) % 96.00
Gold Payability (LoM average) % 99.95
Gold Sold (LoM average) koz/y 202
Capital Cost Estimates    
Sustaining Capital (LoM) $ M 301
Closure Capital $ M 105

 

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Description Units Value
Unit Operating Costs Estimates (LoM Average)    
Mining $/oz 595
Processing $/oz 131
General & Administrative $/oz 195
Freight $/oz 2
Royalties $/oz 58
Total $/oz 981
Cash Cost Metrics1    
Cash Costs (LoM Average) $/oz 941
All-In Sustaining Cost (LoM average) $/oz 1,269

 

1 - Cash costs and All-in Sustaining Costs (AISC) are non-GAAP financial measures or ratios and have no standardised meaning under IFRS Accounting Standards (“IFRS”) and may not be comparable to similar measures used by other issuers.

 

Cash Costs

 

The Company calculates total cash costs as the sum of operating costs, royalty costs, production taxes, refining and shipping costs, net of by-product silver credits. Cash costs per ounce is calculated by taking total cash costs and dividing such amount by payable gold ounces. While there is no standardized meaning of the measure across the industry, the Company believes that this measure is useful to external users in assessing operating performance.

 

All-In Sustaining Cost (AISC)

 

The Company has provided AISC performance measures that reflect all the expenditures that are required to produce an ounce of gold from operations. While there is no standardized meaning of the measure across the industry, the Company's definition conforms to the AISC definition as set out by the World Gold Council in its guidance dated November 14, 2018. The Company believes that this measure is useful to market participants in assessing operating performance and the Company's ability to generate cash flow from operating activities.”

 

 

A sensitivity analysis was carried out to assess the impact of variations in gold price, Capex (Sustaining and Closure), Opex, and gold head grade on the NPV. The after-tax results of the sensitivity analysis are presented in Table 1.15 and Figure 1.6. The NPV is most sensitive to variations in the gold price and head grade, followed by variations in the Opex and then Capex. Both gold price and head grade have an almost identical impact on the NPV. The Project maintains a positive NPV at the lower end of the range of gold price and head grade tested.

 

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Table 1.15 – Sensitivity of Project After-Tax NPV to Gold Price, Capex, Opex and Head Grade

 

Price Units -20% -10% Base +10% +20%
NPV @ 5.0% $M 426 604 782 960 1,138
Opex Units -20% -10% Base +10% +20%
NPV @ 5.0% $M 936 859 782 705 628
Capex Units -20% -10% Base +10% +20%
NPV @ 5.0% $M 831 806 782 757 733
Grade Units -20% -10% Base +10% +20%
NPV @ 5.0% $M 436 609 782 955 1,128

 

Figure 1.6 – Sensitivity of Project After-Tax NPV to Gold Price, Capex, Opex and Head Grade

 

Source: DRA, 2024

 

1.16 Adjacent Properties

 

There are several exploration properties held by competitors or individuals (and/or estates) in the Musselwhite Mine region, including the following landholdings:

 

Romios Gold Resources Inc.;

 

Steven Dean Anderson;

 

Fortescue Canada Ltd.;

 

Last Resort Resources Ltd.;

 

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Perry Vern English;

 

Gravel Ridge Resources Ltd.;

 

Dixon Metals Corp., and;

 

2609572 Ontario Inc.

 

The relative locations and sizes of these adjacent and proximal properties are further summarized in Section 23. Where applicable, summaries of the types of exploration being carried out on these properties are also provided.

 

The QP for this Report has been unable to verify any of the described activities related to adjacent properties. As such, this information is not necessarily indicative or related to the mineralization and resources described for the Musselwhite Mine.

 

The Musselwhite site team provided relevant data to DRA, which was verified by the QP using the Mining Lands Administration System (MLAS) of Geology Ontario.

 

1.17 Interpretation and Conclusions

 

1.17.1 Geology And Exploration

 

The Musselwhite Mine is considered an advanced property and has produced over five million ounces over its 27+ year mine life.

 

The geology and related controls on gold mineralization and its distribution at Musselwhite Mine and across the property in general have been well studied and are clearly understood.

 

The procedures and protocols followed have been proven over the years, and are considered in line with industry-best practices.

 

While some minor deficiencies are described within this Report, it is the QP’s opinion that there are no significant geology, exploration or drilling related issues that jeopardize the Musselwhite Mine’s ongoing viability.

 

Ongoing exploration and infill drilling is warranted to continue replacing extracted Mineral Reserves and add to the overall Resource base via a combination of potential mine-scale zone extensions and/or new discoveries within the greater property land package.

 

1.17.2 Data Verification

 

It is the QP’s opinion that the geological interpretation and related data are valid for the estimation of Mineral Resources. The assumptions made and methodology applied are considered reasonable and representative of typical banded iron formation-hosted Archean gold mineralization systems. As

 

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such, the QP considers the presented Mineral Resources to have been prepared in accordance with current CIM standards, definitions and guidelines for Mineral Resources Estimation.

 

1.17.3 Mineral Processing And Metallurgical Testing

 

Metallurgical test work completed on variability samples selected from across the current reserve show minor to no amounts of elements and minerals that are deleterious to gold recovery and reagent consumption. Ores to be processed over the current life-of-mine are consistently of moderate hardness, with respect to grinding. Gold recoveries are expected to remain high, on average, and are reasonably predicted by the 2023 site model, with occasionally lower gold recovery resulting from elevated sulfide sulfur content and potentially changing gold mineralogy. Sulfide sulfur content did not explain all recovery outliers and variability.

 

1.17.4 Mineral Resources Estimate

 

An updated MRE (effective date of December 31, 2023) was completed for the Musselwhite Mine using new information from continued drilling and exploration work since the last publicly available technical report and subsequent internal updates. The MRE is presented in Section 14 and summarized in Section 1.8.

 

It is the QP’s opinion that the geological interpretation and related data are valid for the estimation of Mineral Resources. The assumptions made and methodology applied are considered reasonable and representative of typical BIF-hosted gold mineralization systems.

 

The QP considers the reported Mineral Resources to have been prepared in accordance with current CIM standards, definitions and guidelines for Mineral Resources Estimation.

 

The QP is also currently unaware of any legal, title, environmental, permitting, taxation, socio- economic, geopolitical or other factor that may materially affect the MRE presented herein.

 

It should be noted that although additional drilling has been completed subsequent to the effective date of the MRE, the QP considers this drilling as not likely to have a significant effect on the overall resource reported herein.

 

1.17.5 Mining Methods

 

Geotechnical

 

Musselwhite Mine is an experienced underground operation with respect to geotechnical design. There is lower operation risk in the upper areas of the mine related to geotechnical events since these are at depths and in areas that Musselwhite Mine has demonstrated experience. There is higher operational risk in the deeper areas of the mine (PQ Deeps) due to increased seismic events. In 2023 there were few seismic events compared to 15 events from January to August 2024. There is clear evidence that the Musselwhite Mine has been addressing these geotechnical challenges

 

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through the updating and implementing procedures outlined in the GCMP and the SRMP. In addition, the Musselwhite Mine underground geotechnical local and corporate teams have been completing studies to address geotechnical challenges. Some examples include:

 

Completing local 3D numerical modeling studies to identify stress related issues (diminishing pillars);

 

Completing site visit reports and recommendations related to Falls of Ground (FOG) and stress related events;

 

Completing studies to define changes to the ground support system due to increased seismic events;

 

Recommending changes to mine production sequence (using rock pre-conditioning in secondary stopes) and modifying stope designs to minimize stope dilution; and

 

Increasing coverage of the seismic system.

 

The future geotechnical challenges in mining deeper in the PQ Deeps has been identified in Section 1.19.5 under Mining Risks.

 

1.17.6 Recovery Methods

 

This is a mature and proven brownfields mineral processing facility. Based on the available metallurgical, plant and technical information provided, and a site visit, the current flow sheet and plant infrastructure is suited for processing the current LoM reserve.

 

1.17.7 Project Infrastructure

 

The surface infrastructure currently in place, as of the date of this Report, has been adequately maintained and has demonstrated its capacity to support the current levels of mine production. It is reasonable to expect that, with ongoing sustaining maintenance, the existing infrastructure will continue to perform effectively and support future production activities.

 

1.17.8 Environmental Studies, Permitting and Social or Community Impact

 

The site has extensive monitoring programs that are reported to the agencies on a periodic basis in accordance with regulatory requirements.

 

The mine is advancing a wide range of ongoing studies related to the environmental and geotechnical performance of the TSF, as well surface water and groundwater modelling to support the protection of the environment and the implementation of mitigative measures. The studies, including the evaluation of closure cover requirements, options for transitioning the groundwater interception system to closure, and the possible requirement for additional mitigations and closure measures will be incorporated into the next Closure Plan update.

 

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1.17.9 Economic Analysis

 

Based on the available information, the Project has an after-tax NPV of $782 M using a discount rate of 5%. The sensitivity analysis indicates that the Project economics are most sensitive to the gold price and ore head grade. Even with a gold price 20% below the base case of $2,150/oz, the Project maintains a positive after-tax-NPV.

 

1.17.10 Adjacent Properties

 

Apart from the active drilling at Romios’ Lundmark-Akow Lake project, exploration work at any of the other adjacent and/or contiguous properties appears to be very early (i.e., grassroots) in nature or even non-existent.

 

The QP does not foresee that the claim packages on adjacent properties will have any material impact on the Musselwhite property’s continued viability, particularly with appropriate tracking of competitor exploration activities.

 

1.18 Opportunities

 

1.18.1 Geology and Exploration

 

Several opportunities exist in the Project area within both the immediate mine area and the greater land package. At the mine scale, key target areas which could provide potential zone extensions include the PQ Deeps, Lynx, Esker and Redwings trends. At the property scale, there are numerous opportunities for the discovery of new satellite or stand-alone deposits; regional lithostratigraphic and structural interpretations of airborne geophysical data indicate the potential for other BIF-hosted gold deposits similar in nature to Musselwhite, in addition to other orogenic and/or intrusion-related gold systems. Regional exploration remains ongoing to help targeting and prioritization efforts.

 

1.18.2 Recovery Methods

 

This is a mature and proven brownfields mineral processing facility with a flowsheet and infrastructure that is suited for the life-of-mine production plan. No notable opportunities have been identified.

 

1.18.3 Capital and Operating Cost Estimate

 

Mill spending on contractors, technical services and maintenance is higher than expectations for a conventional gold mill of this size and may represent opportunities for cost savings for the upcoming LoM.

 

1.18.4 Adjacent Properties

 

There exist opportunities in the vicinity of the Musselwhite claim package to identify new mineralized trends and/or deposits that could extend onto contiguous claim blocks of adjacent properties. With

 

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any future exploration successes, it may prove prudent to acquire such adjacent claims and/or consider purchases once sufficient confidence in the geology and mineralization is attained. Moreover, because the Musselwhite land package is very large and contiguous, active and ongoing exploration activities presents the opportunity for the distribution of work credits to help maintain the land package until properly explored.

 

1.19 Risk Evaluation

 

1.19.1 Data Verification

 

Risks identified during the 2023 internal Qualified Persons checks include:

 

There is difficulty in comparing the granularity captured in logging codes to the interpreted lithologies, despite the geology model being well constructed and reflective of the geological understanding of the deposit.

 

In some areas of the lower mine, there is a discrepancy between the geology recorded in the drilling to the back and face mapping of up to 5 m. Investigations indicated that this is an issue caused by rotational errors in the mine surveys for different drifts. This will introduce challenges in producing a unified model that supports both short- and long-term planning due to the spatial discrepancies. Additionally, F1 reconciliation will not be as representative as the variance will be related to spatial inaccuracies rather than the comparison of short- and long-term models.

 

Given the limited delineation (infill) drilling opportunities in the Upper Lynx zone, the mineralization is showing wider in some areas of the resource model compared to reality. In order to mitigate this risk, the short-term planning group utilizes a short-term model that includes additional geological data (chip samples, mapping, etc.) for a more accurate representation of the mineralization.

 

Due to the unfavourable orientation of a few drill holes (down-dip of a parasitic fold limb) in the Redwings zone, additional drilling is required to better delineate the mineralization and improve confidence in some of the Inferred Resources in this area.

 

1.19.2 Mineral Processing and Metallurgical Testing

 

There are outliers in the variability test work database from which gold recovery is lower than historical plant performance and the database itself which may result in periodically lower recoveries in the plant and may indicate a change in metallurgy beyond the current life-of-mine plan.

 

1.19.3 Mineral Resources Estimate

 

Given that Musselwhite is a brownfields operation with a long history (>27 years) and proven track record with solid reconciliation, there are no significant concerns with the methodologies and procedures applied for Mineral Resource estimation purposes.

 

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It is the QP’s opinion that the geological interpretation and related data are valid for the estimation of Mineral Resources. The assumptions made and methodology applied are considered reasonable and representative of typical BIF-hosted gold mineralization systems.

 

The QP considers the reported Mineral Resources to have been prepared in accordance with current CIM standards, definitions and guidelines for Mineral Resources Estimation.

 

The QP is also currently unaware of any legal, title, environmental, permitting, taxation, socio- economic, geopolitical or other factor that may materially affect the MRE presented herein.

 

1.19.4 Geotechnical Risks

 

Future mining in the PQ Deeps will result in increased Transverse Longhole mining methods at greater depths than are currently experienced at Musselwhite Mine. The potential mining risks associated with mining deeper at Musselwhite Mine include the following:

 

Production rate impacts (possible reductions) in the PQ Deeps areas due to increased seismic activity. Increased seismic activity will result in more frequent and larger rock bursts related events that will results in temporary work stoppages and replacement of damaged ground support. Additional issues might occur in redrilling of squeezed production drill holes, using just in time development (to minimize replacing damaged ground support) in some areas and increased pillar stress in secondary stopes (areas that will be a focus of seismicity).

 

Increased operating costs due to changes in ground support (more dynamic ground support, thicker mesh, extending mesh installation and using shotcrete) if required.

 

Potential stress related impacts to the permanent LoM infrastructure like the ramp. The ramp is located in the hanging wall and as the mine goes deeper the ramp could be impacted by seismic related events.

 

1.19.5 Mining Risks

 

The following factors represent challenges and risks for mining the Musselwhite ore body for the remaining LoM.

 

Heavy traffic on the 280 mL could limit the capacity of transferring ore from the TLO to the 460 mL dumping point. As presented in the LoM schedule, 60% of the ore will be hauled on this level.

 

The ventilation volume on the 280 mL will limit the quantity of heavy equipment to transport ore that could potentially impact the production from PD Deeps.

 

Heavy dilution from the seismicity could impact the mine productivity.

 

The actual portable cemented rockfill plants could a create bottleneck and delays in stopes backfilling in PQ Deeps. In the LoM, 60% of ore mined will be mined from this zone.

 

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Heavy ground support due to the seismicity in at depth in PQ deeps will impact productivity and development costs.

 

Increase in distance to transport personnel underground in PQ Deeps zone will impact total mine production.

 

Distance from PQ Deeps existing infrastructure (repair shop, material transportation, etc.) will impact production.

 

1.19.6 Recovery Methods

 

This is a mature and proven brownfields mineral processing facility with a flowsheet and infrastructure that is suited for the life-of-mine production plan. No notable risks have been identified.

 

1.19.7 Tailings Storage Facility

 

Careful monitoring of excess porewater pressures during construction is required to ensure that the TSF maintains geotechnical stability

 

TSF geotechnical stability against static liquefaction is sensitive to phreatic level. Additional mitigations, such as installation of drainage layers to lower the phreatic surface, may be warranted to improve stability under worst case scenarios

 

1.19.8 Environmental Studies, Permitting and Social or Community Impact

 

The key environmental risks and concerns related to the TSF and their potential impacts on the surrounding environment have been identified in Section 20.7.

 

1.19.9 Economic Analysis

 

The Project economic performance is highly sensitive to the price of gold, as demonstrated in the sensitivity analysis. A key risk is the possibility of a significant decline in the price of gold during the life of the Project, which would negatively impact the Project economics. This risk is somewhat mitigated by the fact that the selected gold price used in the analysis is below the current spot gold price.

 

1.20 Recommendations

 

1.20.1 Geology and Exploration

 

Geology

 

· Continue to improve understanding/interpretation of both large and small-scale structural elements that could affect zone delineation/continuity or give rise to previously unidentified zone/trend extensions (i.e., new exploration targets).

 

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Resources

 

Additional infill drilling to increase confidence in the current resource base.

 

Additional extension/expansion drilling to add new Resources to the Inferred category for future upgrading.

 

Additional collection of density data, especially in previously unsampled areas (more pertinent at East Limb Deposits).

 

Exploration

 

Conduct additional lithogeochemical studies to help identify pathfinder elements and assess mass balance of alteration fronts (i.e., zonation) towards the development of new exploration targeting strategies.

 

Continue regional exploration programs focused on proximal targets/satellites, as well as more distal targets within the greater land package.

 

Consider Mobile Metal Ion (MMI) soil geochemistry testwork to help with earlier stage exploration targeting.

 

Continue underground drilling to target infill and extension in key mineralized zones. Consider resuming surface directional drilling at the PQ Deeps extension area (North Shore Drilling) to confirm continuity along the deposit plunge.

 

Outline a long-term plan to explore the broader mine lease area and regional claims for additional BIF-hosted and other orogenic gold mineralization systems.

 

1.20.2 Rock Testing

 

Further testing planned as Musselwhite Mine is developed deeper. Laboratory testing is performed by accredited labs using ASTM standards and International Society of Rock Mechanics suggested method for rock testing.

 

1.20.3 Mineral Resources Estimate

 

The following items are recommended for further consideration:

 

1.20.3.1 East Limb Deposits

 

Geological Model

 

Detailed discussion of the controls on mineralization should be undertaken with emphasis on specific zones (e.g., Upper Lynx). This will help with future estimations of domaining decisions and reduce the level of geological risk associated with this zone.

 

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Modelling of the intraformational units within the HW Mafic package is an opportunity to increase the accuracy of the estimation in that area and add ounces to the resource. An indicator model may be helpful in defining areas of interest.

 

Density Measurements

 

It is recommended that density sampling frequency be increased in areas outside of known ore zones and to review the relevant procedure accordingly.

 

Review results of the ongoing density study to better understand the SG data set to inform future work. The QP recommends exploring the use of a density estimation for future updates, especially within the 4EA where the data set is most dense.

 

1.20.3.2 West Limb Deposits

 

Geological Model

 

The Leapfrog geological model was considered a positive improvement for estimation. However, several recommendations can be made for future work, including:

 

Some small lithology volumes were delivered with the model which appear to be artifacts. It would be best if these can be cleaned up for future models.

 

Further interpretation of smaller scale structures and/or lithologies is likely required. For example, the Rifle 4E is a high-grade narrow structure that has been mined underground and should be properly represented in the geology model.

 

Avoid using a background mafic unit to have proper separation of distinct mafic packages for estimation purposes.

 

Density Measurements

 

It is recommended that density sampling frequency be increased and possible review of the procedure to emphasize taking SG samples on material outside of known ore zones.

 

It may also be recommended that a density sampling campaign be undertaken to gain more data from core that is currently on surface in storage.

 

Reconciliation

 

Monitor performance of the model as further reconciliation information is collected to ensure the estimate reflects a realistic scenario.

 

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1.20.4 Mineral Reserve Estimate

 

In the next review of mining reserves, the QP recommends that the metal price be reviewed to align with current market trends. In the case of Musselwhite, the metal price may impact mining reserves.

 

1.20.5 Mining Methods

 

1.20.5.1 Geotechnical

 

Based on the reviews completed, the following are geotechnical recommendations:

 

Complete 3D numerical modeling studies that include Mineral Reserves, Resources, High and Low potential zones. The models should be calibrated using past seismic related failures. From these studies identify potential impacts to the mine production and the stability of LoM capital infrastructure related to seismicity.

 

Extend seismic system further in the PQ Deeps.

 

Update seismic risk assessment based on 2024 data (by ESG) to determine future seismic event potential.

 

Complete additional studies as required based on the numerical modeling study results that may include changes to production sequence in the PQ Deeps, standard and dynamic ground support system reviews, changes to re-entry protocols, stope sizing review, expansion of stope pre-conditioning and just in time development approaches.

 

Retain and/or train existing underground geotechnical staff in mine seismicity related activities.

 

1.20.6 Process

 

The following items are recommended for further consideration regarding the Project's process operations:

 

Utilize the 2023 site gold recovery model while incorporating downside recovery risk of 2 to 4% within financial sensitivity analyses.

 

Pursue metallurgical test work outliers to determine cause(s), such as mineralogical analysis and gold deportment of leach test residues.

 

Align metallurgical test work with the progress of exploration to facilitate early identification of changing metallurgy, causes, and potential solutions (if justified).

 

Incorporate historical and future geometallurgical data within software designed to facilitate data analyses, gold production model development and support geometallurgical program management.

 

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1.20.7 Recovery Methods

 

This is a mature and proven brownfields mineral processing facility with a flowsheet and infrastructure that is suited for the life-of-mine production plan. No notable recommendations have been made.

 

1.20.8 Tailings Storage Facility

 

Advance TSF closure cover design to facilitate optimal closure

 

As identified by the Independent Tailings Review Board (ITRB), the option of adding a tailings desulfurization circuit to the process flowsheet should be re-evaluated.

 

Continue to refine stability and deformation analysis of TSF performance to further optimize tailings deposition protocols to protect against liquefaction.

 

Continue to evaluate a range of options to improve tailings deposition to achieve the planar tailings beaches (as per deposition plan) and maximize tailings storage capacity.

 

1.20.9 Environmental Studies, Permitting And Social Or Community Impact

 

Advance closure cover design to facilitate optimal closure.

 

Initiate focused studies on the potential for incorporating a constructed wetland treatment system to address a reasonable worst-case scenario for TSF seepage water quality.

 

Evaluate alternative (passive) means to support the long-term protection of Zeemel Lake.

 

Initiate progressive reclamation and closure of areas of the TSF that have obtained closure configuration as soon as a closure cover design is finalized and approved.

 

Further enhance the existing wetland downstream of the Polishing Pond to allow for increased hydraulic retention time and improved performance.

 

Cobalt seems to be a COC for both surface water and groundwater. Continue monitoring cobalt and understanding COC fate and transport in groundwater to be able to predict the effectiveness of closure alternatives. In addition, the proponent should explore options for flexibility or a less-rigorous site-specific standard (if warranted) (ITRB, 2024).

 

Continue the development and understanding of the hydrogeology and water quality conditions around the entire TSF (not just to the south) (ITRB, 2024).

 

Complete a second phase of geochemical testing with focus on tailings acidification potential and effects (ITRB, 2024).

 

Complete an annual “checkup” into the natural wetland to identify and address any health issues before they affect treatment performance (ITRB, 2024).

 

Honour the commitments to the ICs and maintain a consistent approach in managing the social impacts and risks associated with the Musselwhite operations.

 

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1.20.10 Capital And Operating Costs

 

A comprehensive review of contractors, technical services and maintenance spending is recommended to identify milling cost savings opportunities.

 

1.20.11 Adjacent Properties

 

Due to the aforementioned opportunities and risks associated with adjacent and/or nearby properties, the QP recommends the following:

 

Tracking of ongoing activities via MLS and other public sources should be monitored in order to allow for improved decision-making processes associated with landholdings.

 

Maintaining an updated tracking system of current landholdings to ensure all financial obligations (or distribution of work credits) are met to avoid unplanned lapses of active claim blocks, preferably by a dedicated lands administrator or consulting service provider.

 

 

 

 

 

 

 

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2 INTRODUCTION

 

DRA Americas Inc. (DRA) was retained by Orla Mining Ltd. (Orla) to prepare this independent Technical Report (the Report) in collaboration with various consulting companies, including WSP Canada Inc. and SLR Consulting (Canada) Ltd. The purpose of this Technical Report is to support the disclosure of data for the active Musselwhite Mine operation (Musselwhite Mine), in accordance with NI 43-101 guidelines.

 

The consultants contributed to completion of the component Technical Report sections as follows:

 

DRA Americas Inc. (DRA): Property description and location, accessibility, climate, local resources, infrastructure, physiography, history, geological setting and mineralization, deposit types, exploration, drilling, sample preparation, data verification, mineral resource estimation, mineral processing, metallurgical testing, recovery methods, project infrastructure (site/mill), market studies and contracts, capital and operating costs for mineral processing and site/mill infrastructure, economic analysis, adjacent properties, and overall report compilation.

 

WSP Canada Inc. (WSP): Mineral reserve estimation, mining methods, and capital and operating costs for mining.

 

SLR Consulting (Canada) Ltd. (SLR): Project infrastructure (tailings storage facility, TSF), environmental studies, permitting, social / community impact, and capital and operating costs for TSF and environmental/permitting aspects.

 

Orla's corporate strategy is to acquire, develop, and operate mineral properties where the Company's expertise can substantially increase stakeholder value. The Company has two (2) material gold projects: (1) Camino Rojo, located in Zacatecas State, Mexico and (2) South Railroad, located in Nevada, United States.

 

2.1 Terms of Reference and Purpose

 

The purpose of the Technical Report is to support the disclosure of data for the active Musselwhite Mine operation (Musselwhite Mine), which is currently held by Goldcorp Canada Ltd., a subsidiary of Newmont Corporation, with an effective date of November 18, 2024. This Report was prepared in compliance with the disclosure requirements of the Canadian National Instrument 43-101 (NI 43-101) and in accordance with the requirements of Form 43-101 F1.

 

According to the plan of arrangement outlined in Orla’s press release dated November 18, 2024, entitled “Orla Mining Announces Strategic Expansion into Canada with Acquisition of the Musselwhite Gold Mine”, the transaction is expected to close in Q1 of 2025. Orla's Board of Directors has unanimously approved the transaction, subject to certain regulatory and shareholder approvals.

 

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2.2 Qualified Persons

 

The responsibilities for the preparation of the different sections of this Report are shown in Table 2.1.

 

Table 2.1 – Qualified Persons and their Respective Sections of Responsibilities

 

Section Title of Section Qualified Persons
1 Summary All
2 Introduction Ryan Wilson (DRA)
3 Reliance on Other Experts Ryan Wilson (DRA)
4 Property Description and Location Ryan Wilson (DRA)
5 Accessibility, Climate, Local Resources, Infrastructure and Physiography Ryan Wilson (DRA)
6 History Ryan Wilson (DRA)
7 Geological Setting and Mineralization Ryan Wilson (DRA)
8 Deposit Types Ryan Wilson (DRA)
9 Exploration Ryan Wilson (DRA)
10 Drilling Ryan Wilson (DRA)
11 Sample Preparation, Analysis and Security Ryan Wilson (DRA)
12 Data Verification Ryan Wilson (DRA)
13 Mineral Processing and Metallurgical Testing Dave Frost (DRA)
14 Mineral Resources Estimates Ryan Wilson (DRA)
15 Mineral Reserve Estimates Paul Gauthier (WSP)
16 except for
16.2-16.4
Mining Methods Paul Gauthier (WSP)
16.2-16.4 Geotechnical Paul Palmer (WSP)
17 Recovery Methods Dave Frost (DRA)
18 except for
18.4 and 18.5
Project Infrastructure Dave Frost (DRA)
18.4 and 18.5 Tailings Storage Facility and Open Pits Jim Theriault (SLR)
19 Market Studies and Contracts Daniel Gagnon (DRA)
20 Environmental Studies, Permitting and Social or Community Impact Jim Theriault (SLR)
21 Capital and Operating Costs Rick McBride (WSP)
22 Economic Analysis Daniel Gagnon (DRA)
23 Adjacent Properties Ryan Wilson (DRA)
24 Other Relevant Data and Information Ryan Wilson (DRA)
25 Interpretation and Conclusions All
26 Recommendations All
27 References All

 

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2.3 Site Visit

 

The following QPs have completed property site visits:

 

Table 2.2 – Site Visit by Qualified Persons

 

Qualified Person Company Date of Site Visit
Ryan Wilson DRA Nov. 6th and 7th, 2024
Paul Gauthier WSP Sept. 4th and 5th, 2024

 

2.4 Non-GAAP Financial Measures

 

Certain financial measures referred to in this Report are not measures recognized under IFRS and are referred to as non-Generally Accepted Accounting Principles (non-GAAP) financial measures or ratios. These measures have no standardized meaning under International Financial Reporting Standards (IFRS) and may not be comparable to similar measures presented by other companies. The definitions established and calculations performed by Orla are based on management’s reasonable judgement and are consistently applied. These measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures prepared in accordance with IFRS.

 

The Company calculates total cash costs as the sum of operating costs, royalty costs, production taxes, refining and shipping costs, net of by-product silver credits. Cash costs per ounce is calculated by taking total cash costs and dividing such amount by payable gold ounces. While there is no standardized meaning of the measure across the industry, the Company believes that this measure is useful to external users in assessing operating performance.

 

The Company has provided AISC performance measures that reflect all the expenditures that are required to produce an ounce of gold from operations. While there is no standardized meaning of the measure across the industry, the Company's definition conforms to the AISC definition as set out by the World Gold Council in its guidance dated November 14, 2018. The Company believes that this measure is useful to market participants in assessing operating performance and the Company's ability to generate cash flow from operating activities.

 

2.5 Units and Currency

 

In this Report, all currency amounts are US Dollars (“USD” or “US$”) unless otherwise stated. Quantities are generally stated in Système international d’unités (“SI”) metrics units, the standard Canadian and international practices, including metric tonne (“tonne”, “t”) for weight, and kilometre (“km”) or metre (“m”) for distances. Abbreviations used in this Report are listed in Section 28.

 

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3 RELIANCE ON OTHER EXPERTS

 

The QPs have assumed, and relied on the fact, that all the information and existing technical documents listed in the References Section 27 of this Report are accurate and complete in all material aspects. While the QPs reviewed all the available information presented, we cannot guarantee its accuracy and completeness. The QPs reserve the right, but will not be obligated, to revise the report and conclusions, if additional information becomes known subsequent to the date of this Report.

 

Ryan Wilson fully relied upon Orla for matters pertaining to mineral claims, mining leases and related royalty information (memo received November 12, 2024), as such information is used in Section 4.

 

Daniel M. Gagnon fully relied upon:

 

§ Royalty memo received from Orla dated November 12, 2024; and

 

§ Taxation memo received from Orla dated November 14, 2024, as such information is used in Section 22.

 

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4 PROPERTY DESCRIPTION AND LOCATION

 

4.1 Project Location

 

The Musselwhite Mine property is located in the Patricia Mining District in north-western Ontario; National Topographic System (NTS) 53 B/9, latitude 52°36'50" N and longitude 90°21'43" W. UTM Coordinates correspond to NAD83 UTM Zone 15N. The Musselwhite Mine is located on traditional territory of North Caribou Lake First Nation, in the Kenora District of Ontario, Canada (Figure 4.1). The operation is approximately 500 kilometers north of Thunder Bay and is accessible by road via Ontario highways ON-17 and ON-599N and by air.

 

Figure 4.1 – Musselwhite Mine Location

 

Source: Orla, 2024

 

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4.2 Mining Titles

 

Gold in the area was first discovered by Allan and Harold Musselwhite (the Musselwhite Brothers) in 1962. Larger financing allowing for further work began with the Original Musselwhite Grubstake Agreement in 1973, that described the equity interest and participation percent of 10 participants plus the Musselwhite Brothers. Through the following decades, companies withdrew their interest, transferred interest, or merged companies. Presently, Musselwhite Mine is 100% owned by Newmont Corporation (Newmont)., and operated by Goldcorp Canada Ltd., a wholly owned subsidiary of Newmont. Production-related royalties are calculated annually.

 

Orla Mining has entered into a binding agreement to acquire Musselwhite from Newmont Corp.

 

The Musselwhite Property is comprised of 940 exploration claims and 338 mining leases, issued under the Ontario Mining Act.

 

The total of 338 leases covers a total leased area of 5,427 hectares. The area which these mining rights cover is located in the Patricia Mining Division, in the townships of Skinner Lake Area and Zeemal Lake Area, in the Provincial Grid 53B09.

 

Newmont held a 100% interest in the 338 mining leases which are registered under Goldcorp Canada Ltd. in the Opapimiskan Lake area of northwestern Ontario.

 

These leases are shown relative to the agreement area outline, lakes, mining infrastructure, and immediately surrounding claims in Figures 4.2 and 4.3; expiry dates of the claims and leases are included in Figure 4.4.

 

The mining leases are surrounded by the 940 exploration claims that cover 60,222 hectares covering most of the North Caribou Greenstone Belt (NCGB).

 

The Mining Act of Ontario grants and renews mining rights to leases and patents for a period of 21 years. Renewal/expiry of the Musselwhite Mine leases will occur between 2025 and 2033.

 

The leased and active mining lease groups and surface lease groups are detailed in Appendix 1. Individual leases, along with their granted dates and expiry dates, are listed in Appendix 2. A complete listing of all Musselwhite Mine owned and active claims are provided in Appendix 3. All Claims are 100% owned by Goldcorp Canada Ltd.

 

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Figure 4.2 – Musselwhite Mine Mining Leases

 

Source: Newmont, 2023

 

Figure 4.3 – Musselwhite Mine - Property, Claims, Leases, and Agreement Area

 

Source: Newmont, 2023

 

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Figure 4.4 – Musselwhite Mine Claims and Leases with Expiry Dates

 

Source: Newmont, 2024

 

4.3 Royalties, Agreement and Encumbrances

 

4.3.1 Royalties

 

There are currently three (3) open and active Royalty Agreements, with two being actively paid. The two agreements being paid currently are noted as follows:

 

1975 – Musselwhite Brothers, Brian Musselwhite; Goldcorp Canada Ltd.; Vivian Musselwhite Started 8/8/1980, and;

 

1980 – Gold Fields Resources, currently Franco Nevada, Franco-Nevada Corporation; Goldcorp Canada Ltd. Started 9/30/1980.

 

The third open agreement, which is not being paid currently as it applies to areas outside of the current mine plan is detailed as follows:

 

2017 – Premier Gold Mines NWO Inc., Franco-Nevada Corporation; Goldcorp Canada Ltd.; Goldcorp Inc.; Premier Gold Mines Limited; Premier Gold Mines NWO Inc. Started 7/19/2017.

 

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4.3.2 Agreements

 

Musselwhite Mine is located on traditional First Nation territory and the area is surrounded by forested Crown Lands. Further details on social considerations, including agreements, are discussed in Section 20 of the Report.

 

In the late 1990s, in order to get the mine into production, an agreement was made with the local First Nations communities. The original agreement expired in February 2001 and was re-negotiated to terms benefiting both the First Nations peoples and the Musselwhite Mine. In the new agreement, restrictions on daily mill throughput have been removed, and revenue-sharing provisions have been incorporated to help direct some of the mine’s economic benefits directly into local communities.

 

The existing Musselwhite 2019 Amending Agreement with neighbouring First Nations is signed by:

 

North Caribou Lake First Nation;

 

Cat Lake First Nation;

 

Kingfisher Lake First Nation;

 

Wunnumin Lake First Nation;

 

Windigo First Nations Council;

 

Shibogama First Nations Council, and;

 

Goldcorp Canada Ltd., a subsidiary of Newmont..

 

The geographic locations of the signatory communities relative to the Musselwhite Mine are presented in Figure 4.5.

 

The Chronological history of the Agreement is outlined as follows:

 

1992 First Agreement signed;

 

1997 Commercial production began;

 

2001 Agreement renegotiated (first time for revenue sharing);

 

2007 Agreement renegotiated (revenue funding formula updated);

 

2017 Agreement Review, and;

 

2019 Agreement Amended.

 

In 2014, Newmont entered into a cooperation agreement with Mishkeegogamang First Nation (MFN) under which MFN would receive annual payments for certain items related to the impact of Musselwhite Mine, including sustainable community and economic development. The parties are currently negotiating a new cooperation agreement with respect to Musselwhite Mine.

 

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There are additional currently active agreements with communities, companies and individuals for the purposes of MoU for winter road, lease, site access, easements, environmental funding, and access.

 

4.3.3 Encumbrances

 

The QP is not aware of any additional encumbrances.

 

Figure 4.5 – Locations of the Signatory Communities Relative to the Musselwhite Mine

 

Source: Google Maps, 2024

 

4.4 Surface Rights

 

Surface rights have also been granted by the Government of Ontario with the mining leases, with the exception of waterways and lakes. These surface rights are outlined in Section 4.2 (Appendix 1)

 

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4.5 Environmental Liabilities and Permitting

 

Musselwhite Mine is an existing mine with existing environmental and permitting considerations for operations liabilities. These permitting considerations are discussed in Section 20 of the Report. An overview of permits is presented in Table 4.1.

 

Musselwhite Mine and its consultants (SNC Lavalin, Golder Associates Ltd., Piteau Associates, Water Management Consultants, Minnow Environmental Inc., O’Kane Consultants Inc.) have prepared the technical data concerning the environmental and closure aspects of the mine site.

 

Currently, the mine site appears to be following all applicable corporate standards and environmental regulations. All requisite permits have been obtained for the mining and continued development of the mine site.

 

Table 4.1 – Overview of Permits

 

Issuing Ministry Type of Permit or
Approval
Permit ID Permit Issue
Date
Permit Expiry
Date
Ministry of Natural Resources and Forestry Aggregate Permit 17622 11/9/2009 N/A
Ministry of Natural Resources and Forestry Aggregate Permit 605203 8/17/2005 N/A
Ministry of Natural Resources and Forestry Aggregate Permit 98807 11/1/2001 N/A
Ministry of Natural Resources and Forestry Consolidated Work Permit N/A 8/1/2024 8/15/2028
Ministry of Natural Resources and Forestry Land Use Permit SL-2021-PLA-00020-LUP-001 8/1/2021 7/31/2026
Ministry of Natural Resources and Forestry Land Use Permit LUP 1225-1005841 10/1/2015 9/30/2025
Ministry of Natural Resources and Forestry Burn Permit SLK-001 2/6/2024 10/31/2024
Ministry of Mines Closure Plan Amendment N/A 7/31/2019 N/A
Ministry of Environment, Conservation and Parks Environmental Compliance Approval 5276-CDTGPL 7/25/2022 N/A
Ministry of Environment, Conservation and Parks Permit to Take Water (PTTW) PTTW 3616-BW6KZY 12/10/2020 6/23/2030
Ministry of Environment, Conservation and Parks Permit to Take Water (PTTW) PTTW 1323-BEZMZ2 9/19/2019 9/18/2029
Ministry of Environment, Conservation and Parks Permit to Take Water (PTTW) PTTW 4846-A2DGU5 9/28/2015 9/30/2025
Ministry of Environment, Conservation and Parks Permit to Take Water (PTTW) PTTW 8884-A2DGZA 9/28/2015 9/30/2025

 

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Issuing Ministry Type of Permit or
Approval
Permit ID Permit Issue
Date
Permit Expiry
Date
Ministry of Environment, Conservation and Parks Permit to Take Water (PTTW) PTTW 6201-9EPJH7 1/6/2014 1/6/2034
Ministry of Environment, Conservation and Parks Air Emissions 5751-AYEPSJ 5/24/2018 N/A
Ministry of Environment, Conservation and Parks Air Emissions COA 4814-8DESGE 2/4/2011 N/A

 

 

 

4.6 Other Significant Factors and Risks

 

To the extent known to the QP, there are no other significant factors and risks that may affect access, title, or the right or ability to perform work on the Musselwhite Mine that have not been discussed in this Report.

 

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5 ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE, AND PHYSIOGRAPHY

 

5.1 Accessibility

 

The property is accessed by chartered air service from Thunder Bay and a weekly community flight is from Sioux Lookout/Pickle Lake and touches down in Cat Lake, North Caribou Lake, Kingfisher Lake and Wunnumin Lake. A 1,500 m gravel strip suitable for STOL-type (short take-off and landing) aircraft is maintained year-round on site. A 45 km all-weather road connects the property with the North Road (formerly Ontario Provincial Highway 808) that extends north from the town of Pickle Lake.

 

The communities of Mishkeegogamang and Pickle Lake have year-round road access. Communities north of Pickle Lake have winter road access from the North Road to Windigo Lake. For the remainder of the year, access to these northern communities is by aircraft.

 

The community of Pickle Lake serves as a distribution center for many of the northern communities since it has both air and ground freight services. It is also a transfer point for air traffic connecting to Thunder Bay and Sioux Lookout. Industries operating north of Pickle Lake are based on the natural resource sector and include forestry and fishing. Tourism and craft activities also create limited levels of employment opportunities.

 

5.2 Climate

 

The nearest permanent weather monitoring station is located in Pickle Lake. Weather statistics from Environment Canada (https://www.canada.ca/en/services/environment/weather/data-research. html) for the period 1990 – 2012 indicate a mean daily temperature of 0.7°C. Temperatures for the period range between a maximum of 39°C and a minimum of -43°C. The mean annual rainfall is recorded at 510 mm and the mean annual snowfall is 249 cm. The average wind speed is 8.5 km/h and predominantly originates from the west.

 

Despite the extreme cold in winter the mine has operated year-round in the past and there is no reason foreseen that this will change in the future.

 

5.3 Local Resources and Infrastructure

 

5.3.1 Local Resources

 

Local Resources include, but are not limited to:

 

Air Services (Wasaya);

 

Shibogama OEMS Joint Venture Services;

 

Mishkeegogamang First Nation corporation;

 

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North Caribou First Nation, and;

 

Windigo Catering.

 

There is also local population which account for approximately 19% of the workforce at the mine.

 

As the mine is located in a remote area, it relies heavily on Skilled Labour sourced from throughout the greater mining areas of northwestern Ontario.

 

5.3.2 Infrastructure

 

Infrastructure to take water supply from Opapimiskan Lake to the mine is abundant and not a limiting factor under the Permit to take water (up to 10,460,000 litres / day).

 

Road access to the Musselwhite site is by all-weather gravel road from the Town of Pickle Lake. The 42 km Musselwhite access road begins at the North Road approximately 160 km from Pickle Lake. There are six (6) Bailey type bridges between Pickle Lake and the turnoff to Musselwhite and one bridge built to MNR standards on the Musselwhite access road. Site personnel fly in and fly out of the site on a mine owned aircraft that is operated by Wasaya Airlines from Thunder Bay and a weekly community flight is from Sioux Lookout/Pickle Lake and touches down in Cat Lake, North Caribou Lake, Kingfisher Lake and Wunnumin Lake.

 

Provincial power and communication lines currently service the mine from the substation located at Pickle Lake via the Musselwhite-owned and operated overhead power transmission line.

 

More recently power to the site was upgraded via a connection to power supplied by Wataynikaneyap Power LP.

 

The Wataynikaneyap Project, a power grid expansion links 17 remote communities in Northern Ontario and expands the power capacity line serving Musselwhite Mine (completed July 2023) from a maximum site capacity of 19,500 kW to 23,000 kW.

 

Musselwhite’s airstrip, camp, mine complex, tailings storage facility, and mill area are located on the south shore of Opapimiskan Lake (Figure 5.1).

 

The major infrastructure at the mine site consists of the STOL airstrip, ATCO-type bunkhouses, a recreation/kitchen facility, ATCO-type offices, the mill buildings, a tailings pond, a portal and conveyor adits, an exploration shaft, a fresh air ventilation raise, and various pump stations and drill access roads.

 

5.4 Physiography

 

The topography of the mine site is relatively flat, with granite intrusions associated with regional highlands. Local relief, which ranges from 5 m to a maximum of 45 m, can be attributed to glacial deposits in the form of moraines, eskers, and drumlins. Extensive, low-lying swampy areas surround

 

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streams, ponds, and lakes on the property. The elevation of Opapimiskan Lake is reported to be 300.5 m and 296.0 m by the East Bay Mine grid and the Surveying and Mapping Branch of the Department of Energy, Mines and Resources, respectively. Regional drainage is north-east towards Hudson Bay, with an average gradient of 3 m/km.

 

The Opapimiskan Lake area lies within the northern coniferous section of the boreal forest. Predominant species include black spruce, tamarack, and cedar, with local stands of white birch, jack pine, and poplar on better-drained areas such as eskers and moraines. A forest fire destroyed most of the area south of Opapimiskan Lake in 1979. Vegetation is slowly returning, but currently has no economic value.

 

The physiography of the Musselwhite Mine area is favourable for underground (U/G) mining with sufficient room for a processing plant, waste rock dumps, tailings storage, and other mine infrastructure.

 

5.5 Other Significant Factors and Risks

 

To the extent known to the QP, there are no other significant factors and risks that may affect the viability of the mine that have not been discussed in this Report.

 

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Figure 5.1 – Opapimiskan Lake and Musselwhite Mine

 

Source: Goldcorp, 2016

 

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6 HISTORY

 

The Weagamow-North Caribou Lake belt was first mapped by Satterly (1941) at a scale of 1” to 1 mile. Emslie (1962), Thurston (1979) and Andrews et al. (1981) subsequently mapped the area at a reconnaissance scale. In 1960, the Ontario Department of Mines (ODM), now the Ontario Geological Survey (OGS), completed an airborne magnetic survey over the belt at a scale of 1" to 1 mile.

 

From 1984 to 1986, an integrated geosciences survey of the belt was undertaken by the OGS. This work included bedrock and surface mapping, mineral deposit and aggregate assessment studies, and reconnaissance till prospecting for gold. Results of this work are reported by Breaks et al. (1984, 1985, and 1986) and Piroshco and Shields (1985). The area was also covered by an airborne electromagnetic and magnetic survey in 1985 (OGS, 1985).

 

Harold and Alan Musselwhite first discovered gold mineralization in the Opapimiskan Lake area in 1962. Exploration efforts were restricted to a gold-bearing quartz- carbonate vein on the north shore of Opapimiskan Lake, and to an occurrence named the IF Showing on the south shore.

 

From 1962 to 1963, Inco Limited conducted an 18-hole diamond drill hole program around Zeemal Lake and an additional eight holes in the areas of Karl and Markop Lakes.

 

Late in 1963, Kenpat Mines Ltd. conducted geophysical and geological mapping surveys, performed extensive trenching, and completed 20 diamond drill holes totalling 1,171 m prior to abandoning the property.

 

The Musselwhite Prospecting Grubstake was initiated in 1973 to explore the Opapimiskan Lake area for gold mineralization. Three surface gold showings, the No. 1, No. 2, and Everyway showings, were discovered by Harold and Allan Musselwhite by panning regolith material covering iron formation outcroppings on the south shore of Opapimiskan Lake.

 

During the period 1973 through 1983, considerable exploration in the form of prospecting, geological mapping, soil and rock sampling, trenching, geophysical surveying, and extensive surface diamond drilling was completed. In addition, a cut and chained picket grid, with lines at 120 m (400 ft) centers, was established and used as control over the entire property. This grid has not been maintained and, although it can still be seen in selected areas, is of little value to present exploration.

 

The Musselwhite Joint Venture was formed in 1983. In the fall of that year, construction of the winter access road was initiated to facilitate an underground exploration and bulk sampling program on the West Anticline area. A 605 m ramp was driven to access mineralization on the 215 m level. During the program, a 5,180-t bulk sample was mined and 1,756 m of underground drilling was completed. In November 1984, the Project was completed and the excavations were allowed to flood. The results of this work, failed to substantiate the grade and continuity of mineralization indicated from surface drilling. As a consequence, exploration ceased in this portion of the property.

 

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In 1985, a limited surface diamond-drilling program was conducted to test other favourable iron formation targets on the property and to maintain the remaining mining claims in good standing. Two significant drill intersections were reported from targets in the East Bay Area. Following an office compilation program, surface drilling in 1986 confirmed that a discovery with economic potential had been made.

 

Through 1986 up to September 1987, four separate gold zones were identified and delineated. In the fall of 1987, a Pre-Feasibility Report addressing the economic viability of mining the T-Antiform deposit was completed. Based on the results of this study, an underground exploration program was initiated in January 1988 to test this mineralized zone. In conjunction with this underground program, surface diamond drilling continued during the winter months in 1988 and 1989, with the objective of delineating the plunge extent of the T-Antiform Deposit. A 240 m vertical shaft was excavated with drifts and cross-cuts developed on the 100 m, 150 m, and 200 m levels. A 5,500-t bulk sample and 178 underground diamond drill holes were completed in order to evaluate the potential of the T-Antiform. Once again, the Project was deemed to be uneconomic, and the workings were allowed to flood.

 

A small surface drill program was conducted in early 1992, with the objective of locating a high-grade gold zone in order to revive the project. In the fall of 1992, it was determined that the property had the potential to support a 2,500 tpd operation and provide an attractive cash flow. Late in 1992, Placer Dome acquired Homestake's 25% interest in the property. In January 1993, accelerated exploration began, with the principal objectives of defining the extent, grade and continuity of the T- Antiform deposit between 10,000N and 10,500N, and evaluating the open pit potential of the OP Zone. During 1994, diamond drilling continued on the north extension of the T- Antiform and on near-surface targets with open pit potential. In addition, a major underground program to dewater and refurbish the old 1989 workings was instituted to facilitate the collection of a 30,000-t bulk sample and to conduct approximately 28,000 m of underground diamond drilling from 10,000N to 10,500N.

 

After re-examination of all available data in February 1996, a decision was made by Placer Dome and TVX Gold to proceed with the construction of a 3,300 tpd mine with Placer Dome as the operator. Construction began shortly thereafter.

 

The extraction of the OP zone in the open pit workings began in August 1996, and full production was initiated from the underground workings in early April of 1997.

 

The Musselwhite Mine’s construction from 1996 to 1997, concluded with the wet commissioning of the mill and the first ounce poured on March 10, 1997.

 

The mine underwent a capital expansion in 2002 and 2003 that included the installation of underground crushing and conveying facilities, and the upgrade of mill facilities in an attempt to

 

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expand production to 4,000 tpd. Mill trials in 2005 showed that the mill was capable of sustaining a milling rate of 4,600 tpd.

 

During the years 2003-2006, much effort was placed on mine exploration to replace production and enhance the reserve database. This effort ultimately resulted in the discovery of the PQ Deeps deposit.

 

6.1 Mine Chronology

 

The Musselwhite Mine’s long and storied history that spans over four decades is summarized in Table 6.1.

 

Table 6.1 – Musselwhite Mine Chronology

 

Year Description
1960 Harold and Alan Musselwhite prospect the region.
1962 Gold first discovered in the area by brothers Harold and Allan Musselwhite of Kenpat Mines Ltd. who found erratic gold mineralization in a quartz vein on the north side of Opapimiskan Lake and several showings in iron formation on the south side of the lake.
1962 to 1973 Early exploration and claims to gold at the site
1973 The Musselwhite Prospecting Grubstake is initiated
1973 to 1984 Several exploration campaigns are carried out.
1983 The Musselwhite Joint Venture is formed.
1985 to 1986 Surface drilling confirms a discovery with economic potential has been made.
1986 to 1987 A Pre-Feasibility Study is completed.
1988 to 1989 An underground exploration program is completed. The three (3) remaining partners, Placer Dome (43%), Inco Gold (32%) and Corona (25%), initiate a feasibility study. The economics do not justify developing the mine.
1992 to 1993 A drilling program focuses on the OP and PQ mineralized zones.
1993 Placer Dome purchases the 25% share of Musselwhite, acquired by Homestake Mining Co. through the latter's merger with Corona.
1994 An underground program begins on the T-Antiform structure. The PQ zone is explored by surface diamond drilling.
1994 to 1995 Sinking of exploration shaft commences.
1995 All-weather road connection to north road is completed. Portal excavation commences.
1996 The Musselwhite Joint Venture partners decide to put the property into production, and construction begins immediately following completion of a feasibility study. Underground development of the T-Antiform deposit, and open pit mining of the OP zone, begin.
1997 The first gold bar is poured on March 10, 1997, and the mine enters commercial production on April 1, 1997. Production from the open pit is suspended in August 1997.
2001 One million ounces are produced as of November 7, 2001.
2002 Underground crusher and conveyor are commissioned.

 

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Year Description
2002 to 2003 The merger of Kinross, TVX, and Echo Bay is completed. The new Kinross Gold Corporation acquires approximately 32% of the Musselwhite Mine.
2003 PQ Deeps deposit discovered. This deposit is notably higher grade than the existing mine’s reserve at the time.
2005 Mine produces record 250,383 ounces of gold.
2006 Barrick successfully completes take-over of Placer Dome and sells Musselwhite Mine to Goldcorp Canada Ltd.
2006 Total gold production reaches 2 million ounces.
2007 Mining commenced in the Esker Deposit. Goldcorp acquired the 32% Kinross Gold Corporation participation becoming the 100% owner.
2010 Third millionth ounce pour. In February Musselwhite becomes the first Canadian Mine to adopt the International Cyanide Code.
2011 Esker Vent shaft sinking project commenced.
2012 June the site was evacuated, except for a skeleton crew, due to a severe forest fire. It was stopped by the MNR fire fighters, mostly aircraft, very close to the Esker site.
2014

September Harmonic filter bank installed and commissioned at Esker site; Poured cumulative 4,000,000 oz Au on July 31, 2014;

 

Abandonment of the Esker Mine Shaft Project; the 6.2 m (20.3 ft) diameter shaft is now used as an exhaust raise from 315 m (1,033.5 ft) L. The Esker Mine Shaft Project was cancelled in favour of the new Winze Project.

2015 Total gold production reaches 4 million ounces.
2016 Materials Handling Project works commence; The unlined raise (“Esker Mine Shaft”) was completed in 2016.  Two new 2,012 kW (1,500 hp) variable pitch downcast fans were installed for this project and also to upgrade existing mine ventilation.
2017 Implementation of multi-unit tele-remote scoop operation on site and remote mucking operation from Thunder Bay office. Underground tagging and tracker system (Electronic Tag Board) implemented.
2018 Musselwhite Integrated Remote Operations Centre (IROC) opened in Thunder Bay in June to provide tele remote operational support to the underground mining operations.
2019

Newmont acquired Musselwhite in connection with its $10-billion acquisition of Goldcorp in 2019.

 

Materials Handling Project completed, with the first ore processed in Q1.

2019 to 2021 Conveyor system caught fire on March 29, leading to a power shutdown and subsequent flooding that would halt production for a period of nearly 1 year. Restoration efforts were nearing completion when Covid-19 pandemic related shutdowns led to further commissioning delays in 2020 and 2021.
2020 Geotechnical studies and Map3D numerical model completed to assess the proposed mine plan and provide guidance on PQD Extension 1.
2021 Strategic planning session with a cross-functional team to understand the potential of the PQD orebody / align on the path to add PQD reserves to the LoM. Supported by completion of much technical work / test work / studies.
2022 In 2022, Musselwhite transitions all line-of-sight load, haul and dump activities underground to fully remote operations with the introduction of automation technology.
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Year Description
2023 Electrical Upgrade completed - The Wataynikaneyap Project, expands the power capacity line serving Musselwhite Mine from a maximum site capacity of 19,500 kW to 23,000 kW.
2024 As announced on November 18, 2024, Orla Mining Ltd. agreed to acquire Musselwhite from Newmont.

 

6.2 Historic Gold Production

 

As of February 28, 2024, the operation has milled approximately 30.5 Mt of ore at a head grade of approximately 5.68 g/t Au, for a total of over 5.5 million recovered ounces (Table 6.2).

 

Table 6.2 – Musselwhite Mine Production History

 

Year Tonnes Grade Ounces
1997 960,693 5.34 159,991
1998 1,194,483 5.49 199,821
1999 1,218,925 5.61 209,232
2000 1,230,768 6.47 245,206
2001 1,290,225 5.90 232,988
2002 1,156,856 5.91 209,459
2003 1,330,321 5.45 222,465
2004 1,457,639 5.35 240,046
2005 1,476,584 5.42 250,383
20061 No data No data No data
20071 1,325,726 5.45 222,379
20081 1,236,800 Missing data 210,500
20091 1,289,472 5.93 233,823
20101 1,446,814 5.78 258,638
20111 1,327,300 5.91 242,000
20121 1,299,600 6.03 239,200
20131 1,391,800 5.92 256,300
20141 1,221,200 7.38 278,300
20151 1,209,200 7.15 270,300
20161 1,188,000 7.17 261,000
20171 1,221,000 6.90 236,000
20181 1,106,000 5.96 205,000

 

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Year Tonnes Grade Ounces
20191,2 15,800 Missing data 3,000
20201 733,000 4.51 100,000
2021 923,219 5.34 152,251
2022 1,042,193 5.40 173,317
2023 1,028,185 5.70 180,418
20243 149,774 6.00 27,573
Totals 1997-20243,4 30,471,577 5.68 5,519,590

Note:

1. Data source: Ontario Mineral Inventory, 2024

https://www.geologyontario.mndm.gov.on.ca/mndmfiles/mdi/data/records/MDI53B09SW00007.html

2. 2019 – Conveyor Fire.

3. 2024 - Partial year to June 2024

4. Totals calculated using rounded tonnes and ounces from 2006 to 2020, so may not reconcile exactly with other sources.

 

6.3 Other Significant Factors and Risks

 

To the extent known to the QP, there are no other significant historical factors and risks that may affect the mine’s viability that have not been discussed in this Report.

 

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7 GEOLOGICAL SETTING AND MINERALIZATION

 

7.1 Regional Geology

 

The North Caribou Greenstone Belt (NCGB) is located in the middle of the North Caribou terrane of the Western Superior Province, on the south side of a large-scale crustal boundary between the North Caribou Core and Island Lake Domain (Stott et al., 2010) as depicted in Figure 7.1. It comprises nine volcanic-dominated assemblages formed during two major magmatic phases dated at ca. 2980 and ca. 2870 Ma. Sedimentary-dominated assemblages lie in the core of the NCGB and are interpreted to have been deposited after 2980 Ma in the northern NCGB, and after 2850 Ma in the southeastern NCGB. Stratigraphic correlations between assemblages of the NCGB are based on the nature of their contacts, geochronological constraints, and geological and geochemical characteristics of their respective sequence. All assemblages are metamorphosed ranging from greenschist to amphibolite, with rare pockets of granulite. The NCGB is bounded by five main intrusive phases emplaced during the two magmatic phases at ca. 2870-2850 Ma and ca. 2750-2690 Ma (Oswald, 2018 and references therein).

 

The envelope of the main structural fabric and fold structures is roughly parallel to the contact of the narrow, elongate, two-arc shape of the North Caribou belt. Three (3) major phases of ductile to brittle-ductile deformation have been documented (D1, D2, D3) with the dominant regional structural pattern being related to D2. Gold occurrences have been identified in seven of the nine assemblages of the NCGB. Other commodity occurrences include Ag-Zn-Pb-Cu, Zn-Cu-Pb and Pt-Pd. Gold is frequently spatially associated with D2 related structures. Most gold occurrences are quartz-vein type hosted in mafic volcanic rocks and silicate facies iron formation, with subordinate mineralization hosted in biotite and amphibolite schists. (Oswald, 2018 and references therein).

 

7.2 Project Geology

 

Much of the greenstone belt, including the mine area, is covered by water and glacial overburden. Bedrock exposure within the mine lease is estimated at less than 2% of the total area, resulting in interpretation of the bedrock geology relying heavily upon geophysical methods (e.g., airborne magnetic surveys) and drill hole data. One such aeromagnetic interpretation is presented in Figure 7.2.

 

At the mine property scale (Figure 7.3), rock units are folded into a series of open folds in the West Anticline Area, a tight synform (the East Bay Synform) and a near vertical limb (the PQ limb). Musselwhite Mine geology staff interprets that the East Bay Synform, which contains over 95% of the mineral resource, is a shear zone with dextral offset.

 

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Figure 7.1 – Musselwhite Mine Regional Geologic Setting

 

Source: Oswald, 2018

 

Figure 7.2 – Regional Scale Litho-Structural Interpretation

 

Source: Newmont, 2024

 

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Figure 7.3 – Geological Setting of the Musselwhite Mine

 

Source: Oswald et al., 2015

 

7.2.1 Stratigraphy

 

The stratigraphy of the mine area consists of basalts, a suite of iron formations, metasediments, and a felsic volcanic unit. These rock units appear to maintain a consistent stratigraphic relationship and unit thickness (except for tectonic thickening and fault duplication) over a broad area beyond the limits of the mine area. Through time and changes in logging protocol, the nomenclature for various units has evolved. The mine stratigraphic units are described in Figures 7.4 and 7.5. A representative composite vertical section through 12,500N (Figure 7.6) also illustrates the stratigraphic relationships of the units with respect to the complex folding across the mine property.

 

Gold in the mineral resource category is dominantly found within the lithologies of the Northern Iron Formation and is most strongly associated with the 4EA lithology (Figures 7.4 and 7.5). Exceptions to this rule include the Thunderwolves and Redwing zones, where gold is mostly contained within the iron formation units of the SIF along the East Limb.

 

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Figure 7.4 – Musselwhite Mine Stratigraphy – East Limb

 

Source: Oswald, 2018

 

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Figure 7.5 – Musselwhite Mine Stratigraphy – West Limb

 

Source: Oswald, 2018

 

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Figure 7.6 – Musselwhite Mine Section 12,500N (Looking North)

 

 

Source: Orla, 2024 (modified after AMEC, 2006)

 

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7.2.2 Structure

 

The broader architecture of the structural geology at the mine is relatively simple, starting from the west the lithologies are folded into a series of open anticlines and synclines (the West Anticline). Moving east, units are clearly sheared and exhibit tighter folds in the East Bay Synform (T-Antiform), progressing into near vertical and parallel lithologies in the east. It is interpreted that the pattern of increasing strain and shearing from west to east is associated with the North Caribou – Totogon shear zone. A structural interpretation map of the general mine area is provided in Figure 7.7.

 

In the immediate vicinity of the mineral reserves the lithologies are sheared and folded into a tight anticline-syncline pair, with both plunging at 10 to 15 degrees to the north-west (mine grid north); these relationships are shown on a representative geological plan map of the 595 mL (Figure 7.8). The development of areas of higher strain or shear zones, thought to be contemporaneous with the folding, are now known to be directly related to gold mineralization (Figure 7.9).

 

The mineralized zones have a complex relationship between brittle and ductile deformation, with both deformation styles being evident at both meso- and microscopic scales. The occurrence of gold with brittle-ductile deformation is the subject of ongoing research at the mine in conjunction with specialists from Lakehead University in Thunder Bay, Ontario.

 

7.2.3 Metamorphism

 

The rocks at Musselwhite Mine have been metamorphosed to amphibolite facies. This is evidenced by the mineralogy which includes grunerite, hornblende, and almandine garnets. The rocks are thought to have been heated to 540°C – 600°C (Otto, 2002).

 

Sedimentary rocks in the mine area commonly contain garnet ± staurolite and are therefore deemed to be of amphibolite grade. Rocks on the north side of Opapimiskan Lake have been mapped as part of the biotite zone by Breaks et al (2001) with the garnet isograd trending northwest along the center of the NCGB.

 

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Figure 7.7 – Structural Interpretation of the Musselwhite Mine Area

 

 

A) Structural Map Showing Key Fabrics. B) Schematic Block Diagram. C) Compiled Stereographic Projections of Key Structural Elements

Source: Oswald, 2018

 

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Figure 7.8 – Geological Plan Map of the 595 m Level

 

Source: Orla, 2024 (Modified after AMEC, 2006)

 

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Figure 7.9 – Relationship Between Zones of High Strain and Mineralization at Musselwhite

 

A) Representative Vertical Section at 11,775N (Looking North). B) Slab of Chert-Magnetite BIF from 920 mL Showing Similar Gold Geometry and Structures.

Source: Oswald, 2018

 

7.3 Mineralization

 

Mineralization at Musselwhite is predominantly found in sub-vertical high strain zones in the favourable silicate facies of the Northern Iron Formation, and to a lesser extent the oxide facies in both the Northern and Southern Iron Formation. Significant mineralization is also locally hosted in mafic volcanics and garnet-biotite schists in the West Limb deposits. In addition to the main hosts of mineralization, anomalous gold concentrations occur across the property and within all the major lithologies. A positive correlation exists between gold and pyrrhotite mineralization in the Northern Iron Formation silicate facies. In general terms, this translates to 1 g/t Au for each percentage increase in pyrrhotite, up to approximately 15% pyrrhotite. This correlation between gold and pyrrhotite does not apply to mineralization in the Southern Iron Formation or the West Limb.

 

Gold mineralization is interpreted to have formed as the result of sulfide replacement of iron formation with quartz-pyrrhotite flooding and veining. Mineralization is best developed where structural permeability has been increased, either by folding, brittle or ductile deformation or in combination. Mineralization is thought to have been emplaced during D2 deformation and peak metamorphism (Oswald, 2018).

 

Quartz-pyrrhotite veins/flooding are composed of massive, glassy blue to grey quartz with up to 20% fine to medium-grained pyrrhotite locally and occur as anastomosing networks of multiple veinlets that pinch and swell along strike as well as up and down dip. Accessory minerals include albite, almandine garnet and calcite, minor arsenopyrite, pyrite, chalcopyrite, and native gold. Sulphide mineralization in the veins is strongly structurally controlled, occurring within small-scale boudins, along the margins of the veins and as fine stringers within the vein itself. Sulphide replacement style mineralization is characterized by 2% to 15% fine-grained disseminated pyrrhotite, trace to 2%

 

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arsenopyrite, and trace to 2% pyrite. Gangue minerals consist of almandine garnet, quartz and or chert, grunerite, actinolite, biotite, magnetite, and calcite with accessory epidote and zircon.

 

Visible native gold, usually the size of a pin tip, is commonly observed as isolated specks within quartz. The majority of the gold occurs within pyrrhotite micro-fractures within garnet-rich silicate domains.

 

The various mine areas and corresponding ore/mineralized zones are summarized in Table 7.1. A composite cross-section of the Musselwhite Mine stratigraphy also identifies the locations of key mineralized zones with respect to interpreted geology and structural elements in Figure 7.10.

 

Table 7.1 – Summary of the Main Mine Areas and Ore/Mineralized Zones with

Corresponding Mineralization Styles

 

Mine Area Ore Zone Mineralized
Zone
Main Host Rock Other Host Rock Mineralization
Style
T-Antiform Moose   Garnet-Grunerite BIF (4EA)   Replacement
Eagle   Garnet-Grunerite BIF (4EA)   Replacement
Tan (WA, C, T, S)   Garnet-Grunerite BIF (4EA)   Replacement
S1   Garnet-Grunerite BIF (4EA)   Replacement
S2   Garnet-Grunerite BIF (4EA)   Replacement
S3   Garnet-Grunerite BIF (4EA)   Replacement
PQ Shallows  OP Zone   Garnet-Grunerite BIF (4EA) Oxide BIF (4B) Mixed
PQ Zone   Garnet-Grunerite BIF (4EA) Oxide BIF (4B) Mixed
PQ Deeps A-Block   Garnet-Grunerite BIF (4EA) Oxide BIF (4B) Replacement
B-Block   Garnet-Grunerite BIF (4EA) Oxide BIF (4B) Mixed
C-Block   Garnet-Grunerite BIF (4EA)   Replacement
C-Block (East)   Garnet-Grunerite BIF (4EA)   Replacement
C2-Block   Garnet-Grunerite BIF (4EA)   Replacement
D-Block   Oxide BIF (4B)   Veining
East Limb Esker   Garnet-Grunerite BIF (4EA)   Replacement
Jets   Garnet-Grunerite BIF (4EA)   Replacement
Lynx   Garnet-Grunerite BIF (4EA) Garnet-Biotite Schist (4F) Replacement
  Upper Lynx Garnet-Grunerite BIF (4EA)   Replacement
SIF   Redwings Grunerite BIF (4A) Oxide BIF (4B) Replacement
  Thunderwolves Grunerite BIF (4A) Oxide BIF (4B) Replacement
  Snoppy Grunerite BIF (4A) Oxide BIF (4B) Mixed
  South Snoppy Grunerite BIF (4A) Oxide BIF (4B) Mixed
West Limb Spur   Garnet-Biotite Schist (4F) Altered Mafics (2T) Veining
  Spur East Garnet-Biotite Schist (4F) Altered Mafics (2T) Veining

Source: Modified after Oswald, 2018

 

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Figure 7.10 – Composite Geology Vertical Section (Looking North) of the Musselwhite Mine

 

Source: Oswald, 2018

 

As with any long-running active operation, the focus on key mineralized areas and related ore zones has shifted over the years at Musselwhite with continued exploitation, new discoveries/extensions and/or evolved interpretations as new data becomes available. Following are summaries of both recent and historical key mineralized areas within the mine.

 

7.3.1 Recent Key Mineralized Areas

 

7.3.1.1 PQ Deeps and Lynx

 

The PQ Deeps (C-Block) and Lynx occur in the East Limb of the deposit and host the vast majority of remaining gold resources and reserves at Musselwhite based on current data and scheduling forecasts (i.e., Life of Mine planning; see Table 16.7). Mineralization is hosted in a garnet-grunerite schist (4EA) in the hinge of a synclinal fold. The orientation of mineralization is parallel to the plunge of the fold axis and is known to have a continuity of at least 5 km along plunge, and is still open at depth. Grade is moderately continuous in a vertical direction (up to 125 m) and least continuous in

 

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the east-west direction (15-15 m). Grade and size of the PQ Deeps and Lynx zones are believed to influenced by the intersection of sub-vertical shear zones with the favourable host rock. The basis for future exploration is to target the down-plunge extension of 4EA unit.

 

7.3.1.2 Esker Zone

 

Located within the PQ limb, in the vicinity of the esker dividing Opapimiskan Lake, three separately correlated gold zones named the Esker, Root, and Core zones have been identified. These zones have been traced 900 m along strike, from section 11,700N to 12,600N in a dynamic fold system characterized by a north-westerly plunge of 5 m to 10 m.

 

Structurally controlled, gold-bearing axial planar quartz-pyrrhotite veins result in strata- bound gold zones found primarily within a garnet-actinolite-chert-grunerite (4EA) host. Additional work will be required to resolve the economic potential within this extremely complex geological setting.

 

7.3.1.3 Redwings

 

The Redwings zone is hosted in chert-magnetite BIF of the Southern Iron Formation. Mineralization occurs as pyrrhotite cement and stringers in breccias hosted in a parasitic fold. The best gold grades occur in the antiform hinge and short limb of the parasitic fold and are most continuous down-plunge of the fold. Continuity in the main reserves and resource is 2 km, and mineralization is open down plunge. Exploratory drilling indicates the same fold is still present 1 km down plunge and is the focus of exploration targeting.

 

7.3.1.4 West Limb

 

Mineralization in the West Limb is predominantly hosted in rock types that have traditionally been considered waste elsewhere in the mine. Current reserves and resources are hosted in mafic volcanic greenschist/amphibolites and garnet-biotite schists. Gold is associated with wispy pyrrhotite disseminations aligned parallel to the dominant foliation. The best grades are associated with a gentle parasitic fold and occur in the hanging wall and foot wall rocks to an ultramafic sill that cuts the contact between the mafic volcanics and schists. Exploration is focused on following this zone of structural complexity up and down-plunge and identifying other potential areas of increased permeability.

 

7.3.1.5 Deposits along the T-Antiform

 

The T-Antiform structure was historically known to host the largest gold concentrations on the Musselwhite Mine property. The structure has been evaluated and tested by diamond drilling from where it subcrops at 9,150N to 12,400N, a distance of 3,250 m. While the structure is well developed along this entire length, the gold mineralization appears to decrease to the north of 11,800N.

 

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The T-Antiform is an asymmetrical fold with the right limb being stretched and almost detached from the left limb. This division was used historically (ca. 1989) to divide the antiform into two (2) deposits: the “T” deposit and the “S” deposit.

 

The T deposit can be further subdivided into three separate zones. From west to east, they are known as the “WA”, “T” and “C” zones. Each zone is dominated by a second-order antiform. Areas containing weak mineralization between these zones are dominated by synforms. All three zones in the T deposit trend at 317°, are near-vertical dipping, and plunge 16° to 18° to the north-west. Based on gold grade distribution in diamond drill holes, there appears to be an echelon movement from west to east going from the south to the north in the better-mineralized structure (i.e., the WA and C zones are better mineralized in the southwest and northeast portions of the T deposit, respectively).

 

The S deposit is located on the attenuated, and partly detached, east limb of the T-Antiform structure. This fold structure starts to the south of 9,150N and extends north of 11,200N. Mineralization along this limb has since been subdivided into 3 separate (S1, S2 and S3) zones based on continued drilling and development and associated characterization/interpretation. The plunge of the S zones is consistently shallower than that of the C, T, and WA zones. The S zones plunge on the order of 10° to 12°, while the zones on the west limb of the T-Antiform average approximately 15° to 18°. The amplitude of the east limb (S zones) increases in a northward direction from less than 50 m in the south to at least 200 m by 11,200N. Starting about 10,600N, the volume of gold mineralization associated with the S limb increases significantly, and by 11,000N becomes the dominant mineralized structure of the overall antiform.

 

7.3.2 Historical key mineralized areas

 

7.3.2.1 PQ Deposit (Shallows)

 

The PQ (Shallows) deposit is situated within the Northern Iron Formation horizon of the north-east limb of the East Bay synform. Results from diamond drilling conducted on 50 m centers indicate a tabular, strata-bound body dipping steeply at about 85° to the north-east and plunging gently at 5° to 10° to the north-west. The deposit has a plunge length of approximately 1,300 m, and averages 50 m vertically and 4 m in width.

 

Gold mineralization is spatially associated with disseminated specks, wisps, and stringers of pyrrhotite comprising 3% to 25% of the rock locally. The sulfide distribution is structurally controlled by the orientation of the S2 fracture cleavage and is focused within tight F2 minor fold flexures. In a typical section, the footwall contact is generally well defined by a non-mineralized garnet-biotite schist horizon, except toward the top and bottom of the zone where mineralization tapers and tends to diverge from this position. The hanging wall contact is defined by an assay cut-off.

 

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7.3.2.2 West Anticline Deposit

 

The West Anticline area is a structurally complex environment comprised of numerous second- and third-order F2 minor fold closures. These structures display curvilinear plunge axes with a regional trend of 30° to 40° to the north-west. The area has been further subdivided into four principal exploration areas, the West Anticline, Bay, Camp, and Canoe zones.

 

Within the West Anticline zone, quartz-pyrrhotite vein systems occur extensively throughout the middle iron formation, from the footwall to hanging wall contacts. Veining appears best developed in F2 antiformal closures. Throughout these favourable areas, the spacing of the veins is between 1.5 m and 2.5 m. The veins are well developed and display good lateral continuity.

 

Strata-bound mineralization is extensive throughout the area, with the best zones developed within a garnet-biotite-chert-magnetite unit directly beneath a well-bedded, grunerite-rich iron formation domain. There is also relatively extensive strata-bound mineralization, lower in the stratigraphy; however, it is of lower grade and is more erratic in nature.

 

7.3.2.3 Intraformational (PG Zone)

 

The PG Zone (also known as the Conveyor Intraformational) is an iron formation unit that is stratigraphically 10 m to 15 m above the Northern Iron Formation and parallel to the PQ Limb. The deposit is located from 10,050N to 10,300N, is 80 m in height, 1.5 m wide and dips near vertical. The lithology of the zone is typically 4EA.

 

7.3.2.4 W Zone

 

The W zone is located on the eastern margin of the W-antiform. This antiform is adjacent to the T-Antiform and is the second major F2 closure north-west of the East Bay synformal axial plane. Although only one diamond drill hole was drilled exclusively to test this environment, some 30 additional intersections have been reported in the W zone from drill holes directed at the T-Antiform. Further work is required to fully outline this zone.

 

7.3.2.5 Jets Zone

 

The Jets Zone is located 50 m to the east of the Esker / Island deposits and is associated with a shear zone that extends from 9,700N to 12,500N. It is typically 75 m in height and sub-vertical. The deposit plunges at 8° to the north. Mineralization in the Jets Zone is not stratabound, but is shear bounded, and the deposit contains both 4EA and 4B.

 

7.4 Other Significant Factors and Risks

 

To the extent known to the QP, there are no other significant Geological Setting and Mineralization factors and risks that may affect the viability of the mine that have not been discussed in this Report.

 

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8 DEPOSIT TYPES

 

The mineralization at Musselwhite Mine can be classified as an Iron Formation-hosted gold deposit. Typically, gold in these deposits occurs in cross-cutting quartz veins and veinlets or as fine disseminations associated with pyrite, pyrrhotite, and arsenopyrite hosted in iron formations and adjacent rocks within volcanic or sedimentary sequences (McMillan, 1996).

 

The Musselwhite Mine deposit exhibits many features common with this deposit type:

 

Gold occurring as free (native) gold in quartz veining, sulfides and metamorphic minerals;

 

Quartz veining (but not predominantly cross cutting);

 

Predominantly stratabound mineralization, and;

 

Gold mineralization associated with shear zones.

 

Mineralization is generally within, or near, favourable iron formations. Most deposits occur adjacent to prominent regional structural and stratigraphic features, and mineralization is often related to local structures.

 

Other examples of this style of deposit in Canada include Lupin and Cullaton Lake (Northwest Territories), Detour Lake, Madsen Red Lake, Pickle Crow and Dona Lake (Ontario), and Meadowbank (Nunavut).

 

International examples include Homestake (South Dakota, USA), Mt. Morgans (Western Australia), Hill 50 (Australia); Morro Vehlo, Amapari, Raposos, Mineas Gerais (Brazil); Vubachikwe and Bar 20 (Zimbabwe), and Mallappakoda, Kolar District (India).

 

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9 EXPLORATION

 

The Musselwhite deposit was discovered by Harold and Alan Musselwhite in the 1960s through prospecting efforts. Gold panning along the shore of Opapamiskan Lake led to the discovery of auriferous quartz veins on the north shore and abundant gold grains in the regolith near the Western Antiform at the south shore approximately two kilometres southwest of the deposit. The Musselwhite Mine went into production in 1997 following a lengthy process of exploration activities carried out by a number of involved companies. A chronology of notable exploration-related work completed in the vicinity of the Musselwhite Mine is summarized below in Section 9.1. More detailed information on the earlier of these historic exploration efforts can be found in the previous technical report prepared by AMEC for Goldcorp Inc. in 2006.

 

9.1 Historical Chronology of Notable Exploration Work

 

The following is a summarized chronology of exploration-related work carried out at and around the location of the Musselwhite Mine:

 

1938 – First geological map of the North Caribou Greenstone Belt produced at a scale of 1 inch to 1 Mile (1:63,360) (Satterley, 1941).

 

1960 – Geological Survey of Canada conducted an airborne magnetometer survey of the North Caribou Greenstone Belt.

 

1962 – Economic gold mineralization was first identified on the adjacent Musselwhite mining leases by the Musselwhite Brothers in 1962.

 

1963 – The Karl Zeemal property was optioned by Kenpat Mines Ltd.. The company conducted geological and geophysical surveys.

 

1962 to 1963 – Inco Limited conducted an 18-hole diamond drill hole program around Zeemal Lake and an additional eight holes in the areas of Karl and Markop Lakes.

 

1973 – The Musselwhite brothers optioned their property to a consortium led by Dome Exploration Ltd. Subsequent exploration activities resulted in the discovery of the “West Anticline Zone” in 1980.

 

1981 – The Dome Exploration Ltd. Consortium commissioned Aerodat Ltd. to conduct an airborne magnetic and electromagnetic geophysical survey over the area surrounding the Musselwhite deposit.

 

1984 – Dome Mines Ltd. excavated an exploration decline into the West Anticline Zone and delineated gold deposits totaling approximately 540,000 ounces.

 

1985 – The Ontario Geological Survey commissioned Aerodat Ltd. to perform an extensive Airborne Magnetic and Electromagnetic survey of the North Caribou Greenstone Belt. Maps 80744 and 80745 cover the Karl Zeemal area.

 

1986 – Extensive surface drilling by Dome Mines Ltd focused on the East Bay Synform.

 

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1987 – Geocanex Ltd. conducted surface mapping and diamond drill programs on behalf of Santa Maria Resources Ltd. on the Zeemal Lake property.

 

1988 – Power Explorations Inc. conducted extensive mapping, prospecting, trenching and diamond drilling along the mineralized Karl-Zeemal iron formation.

 

2005 – Goldcorp Canada Inc. carried out extensive exploration drilling along the mineralized trend identified by Power Explorations Inc. in their 1988 drilling (Karl-Zeemal target).

 

2006 – Barrick Gold acquired 100% of Placer Dome shares in January, and Goldcorp Canada Ltd. later acquired sole ownership of Musselwhite Mine from Barrick Gold and Kinross Gold Corp.

 

2018 – Goldcorp Canada Inc. conducted soil-, litho-, and bio-geochemical sampling programs. Detailed exploration drilling also completed along mineralized trends and geochemical anomalies within the Karl Zeemal and North Shore (PQ Deep) target areas.

 

2019 – Newmont Corporation acquired ownership of Goldcorp Canada Ltd. and all its properties. Greenfields exploration program conducted by Bayside Geoscience within Newmont-Goldcorp northern tenement along NCGB, and the near-mine Karl Zeemal target area.

 

2023 – Newmont Corporation conducted various outcrop sampling programs, in addition to a 30,319 Ha fixed-wing airborne gravity gradiometric survey completed over the Musselwhite Mine property and portions of regional claim tenement by CGG Canada Services Ltd.

 

9.2 Recent Exploration Work (post-2006)

 

Surface exploration activities completed at and surrounding the Musselwhite Mine during the period from 2007 to 2024 are summarized in Figure 9.1. Further details are also provided in Table 9.1 and corresponding Figure 9.2 to Figure 9.9. The QP notes from discussions with the site Exploration team that industry-best practices have been followed for this work in terms of procedures, sampling and analytical methodologies, and subsequent data analyses.

 

Information on surface exploration drilling can be found in Section 10 of this Report.

 

Figure 9.1 – Musselwhite Exploration from 2007 to 2024

 

Source: Newmont, 2024

 

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Table 9.1 – Musselwhite Exploration Details from 2007 to 2023

 

Year(s) Activity Target Area(s) Figure
2007 Soils sampling Camp / Bay area 9.2
2008-2010 Ground geophysics N-NW and E-SE of mine (unnamed) 9.3
2012 Soils sampling Southeast of mine property
(claims no longer held)
9.4
2014 Soils sampling Three campaigns (Camp/Bay + two unnamed) 9.5
2017 Soils sampling Arseno Lake and Karl Zeemel 9.6
2018 Vegetation sampling
(black spruce)
Seeseep Lake and Karl Zeemel (2018) 9.7
2019 Vegetation sampling
(black spruce)
North Bend, Akow Lake & Skinner Lake (2019) 9.8
2020 Footprint characterization study Variety of Newmont-owned Superior Province deposits (incl. Musselwhite) -
2021 Airborne gravity gradiometry (AGG) Southern portion of Musselwhite property 9.9
2023 Review of compiled
geochemical data
Assorted target areas -

 

Figure 9.2 – 2007 Soils Sampling Campaign at Camp/Bay Target Area

 

Source: Newmont, 2024

 

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Figure 9.3 – 2008-2010 Ground Geophysical Survey Locations

 

Source: Newmont, 2024

 

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Figure 9.4 – 2012 Soils Sampling Locations

 

Source: Newmont, 2024

 

Figure 9.5 – 2014 Soil Survey Locations

 

Source: Newmont, 2024

 

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Figure 9.6 – 2017 Soil Survey Locations

 

Source: Newmont, 2024

 

Figure 9.7 – 2018 Exploration – Vegetation Sampling

 

 

Source: Newmont, 2024

 

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Figure 9.8 – 2019 Exploration – Vegetation Sampling

 

Source: Newmont, 2024

 

Figure 9.9 – Airborne Gravity Gradiometry (AGG) Survey

 

 

Source: Newmont, 2024

 

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10 DRILLING

 

The total number of drill holes, metres and the number of assay samples collected from corresponding core over Musselwhite’s entire mine life are summarized by ownership in Table 10.1.

 

Table 10.1 – Drilling Summary

 

Company Name From To #Holes #Meters #Samples
Newmont 2019 2024 1,580 391,039 349,082
Goldcorp 2006 2018 3,615 796,842 529,196
Placer Dome 1994 2005 2,684 476,419 272,163
Dome Expl. et al. 1973 1993 1,664 246,529 114,226
Total 1973 2024 9,543 1,910,828 1,264,667

  

The Musselwhite Mine is considered an advanced property and as such does not require the same level of detailed data regarding its drilling to meet standards of disclosure.

 

The relationship between sample length and the true thickness of the mineralization is well understood and proven over the many years of exploration and production at Musselwhite. The location, azimuth and dips of drill holes, and the depth of the relevant sample intervals are available for review in the geological database. The effects of higher-grade intervals within lower-grade intersections are also well understood.

 

The positions of all drill holes relative to the orebody are illustrated in Figure 10.1; a similar depiction in Figure 10.2 presents the same drill holes relative to the surface geology.

 

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Figure 10.1 – Surface Map Showing Musselwhite Drill Holes with Grade-Thickness

Composites (3 g/t Au COG) Along Entire Orebody Trend

 

Source: Orla, 2024

 

Figure 10.2 – Plan Map Showing Musselwhite Drill holes Relative to Geology (West Up)

 

Source: Newmont, 2024

 

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10.1 Drilling: 1974 – 2005 (Dome Exploration et al. and Placer Dome)

 

All exploration and definition drilling conducted on the property from 1974 to 2005 had been by diamond drilling. From 1974 to 2005 a total of 4,247 diamond drill holes with a cumulative length of 710,889 m had been completed at Musselwhite Mine by Dome Exploration et al. and Placer Dome (Table 10.2).

 

Table 10.2 – Musselwhite Mine Drilling Summary by Year: 1974-2005

 

Year Holes Metres
1974 4 320
1975 12 691
1976 18 1,032
1978 36 3,013
1979 32 2,893
1980 17 2,701
1981 94 15,781
1982 61 9,508
1983 61 6,866
1984 64 1,756
1985 28 4,684
1986 122 23,351
1987 67 16,974
1988 44 12,300
1989 218 15,134
1992 12 2,055
1993 103 16,943
1994 330 50,780
1995 137 23,658
1996 146 26,916
1997 338 26,833
1998 303 44,456
1999 328 54,430
2000 328 57,640
2001 153 32,389
2002 205 41,929
2003 384 90,276
2004 327 76,368
2005 275 49,212
Total 4,247 710,889

 

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Earlier drill holes carried out by Dome Exploration and others (Dome Exp et al.) are summarized and categorized by target area and by underground or surface designation in Table 10.3.

 

Table 10.3 – Drill Holes by Area (Underground and Surface): 1974-1993

 

Area Workplace #Holes #Metres Sample Count
CMP Surface 135 13,152 6,996
ESK Surface 27 4,269 1,171
KAZ Surface 50 5,338 2
PQD Surface 95 15,603 5,089
REG Surface 30 4,102 277
SIF Surface 12 1,559 161
SUR Surface 597 122,462 51,312
TAN Surface 10 1,344 448
WAT Surface 209 32,644 13,415
WEL Surface 28 3,041 900
ESK Underground 4 117 73
LNX Underground 1 219 76
PQD Underground 6 706 544
SIF Underground 2 594 441
TAN Underground 393 39,126 31,753
WAT Underground 63 1,765 1,081
WEL Underground 2 489 487
Total 1,664 246,529 114,226

 

 

Summaries of the drill holes carried out by Placer Dome are categorized by target area and by underground or surface designation in Table 10.4.

 

Table 10.4 – Placer Dome Drill Holes by Area (Underground and Surface): 1994-2005

 

Area Workplace #Holes #Metres Sample Count
ESK Surface 291 70,174 30,082
KAZ Surface 45 2,335 2,313
LNX Surface 1 799 227
PQD Surface 61 50,450 15,390
REG Surface 35 9,941 3,174
SIF Surface 1 313 154

 

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Area Workplace #Holes #Metres Sample Count
SUR Surface 214 30,848 14,649
TAN Surface 9 5,061 1,737
WAT Surface 101 14,489 6,706
WEL Surface 30 7,847 5,548
WIL Surface 6 2,418 565
ESK Underground 202 33,068 19,642
ITF Underground 13 387 289
LNX Underground 2 438 351
PQD Underground 482 101,246 70,408
SIF Underground 14 4,820 2,086
SUR Underground 26 2,882 2,183
TAN Underground 1,118 129,277 90,222
WAT Underground 9 175 182
WEL Underground 24 9,452 6,255
Total 2,684 476,419 272,163

 

 

The majority of the core collected was NQ-sized (47.6 mm). Many holes were collared with HQ (63.5 mm)- and PQ (83.1 mm)-sized equipment and then reduced to NQ and sometimes BQ (36.4 mm) with depth. A small number of early underground holes were also apparently drilled with AQ (27 mm)-sized equipment.

 

Drill hole collar positions were located using a Total Station surveying instrument. The local grid is rotated so the strike direction of the T-Antiform is oriented in the north-south direction. Downhole surveys were collected with a Sperry-Sun single-shot instrument or with acid etch dip tests for all holes drilled prior to March 2001 and for short holes (<200 m long) drilled since March 2001 (azimuth data from the Sperry-Sun surveys were ignored due to the effects of abundant magnetite on compass measurements). In March 2001, a Maxibor light-tube downhole surveying instrument was purchased and has since been used since then to survey most of the holes longer than 200 m. AMEC had observed at the time that at least some of the deep holes surveyed with the Maxibor equipment show a significant amount of azimuth deviation. Caution should be exercised when interpreting the geology and grade distribution of areas defined by pre-2001 drill holes greater than 200 m long, because their trajectories are not precisely surveyed.

 

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10.2 Drilling: 2006 – 2018 (Goldcorp)

 

The drilling performed by Goldcorp from 2006-2018 is summarized by year in Table 10.5.

 

Table 10.5 – Goldcorp Drill Summary by Year: 2006-2018

 

Year Holes Metres
2006 190 40,452
2007 282 49,882
2008 262 52,986
2009 397 63,957
2010 332 60,733
2011 322 61,874
2012 214 71,487
2013 169 38,256
2014 153 48,755
2015 208 55,042
2016 361 77,489
2017 334 81,766
2018 391 94,163
Total 3,615 796,842

 

The same Goldcorp drill holes are also summarized by target area and surface or underground designation in Table 10.6.

 

Table 10.6 – Goldcorp Drill Summary by Target Area (Surface and Underground):
2006-2018

 

Area Workplace #Holes #Metres Sample Count
ESK Surface 160 27,418 16,255
KAZ Surface 32 2,430 2,791
LNX Surface 31 21,603 2,197
NSD Surface 32 53,684 10,001
PQD Surface 18 20,809 4,673
PRJ Surface 15 5,236 280
REG Surface 16 5,219 921
SIF Surface 1 563 111
SUR Surface 4 270 182
WAT Surface 56 15,907 7,865

 

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Area Workplace #Holes #Metres Sample Count
WEL Surface 13 4,270 3,946
WIL Surface 4 1,534 569
CMP Underground 1 975 665
ESK Underground 150 8,865 5,805
ITF Underground 101 8,631 6,109
LNX Underground 730 158,328 91,463
PQD Underground 1,147 201,371 162,784
PRJ Underground 35 8,826 3,103
SIF Underground 122 27,461 17,344
SUR Underground 20 1,023 941
TAN Underground 431 69,521 54,189
WAT Underground 24 9,062 5,788
WEL Underground 472 143,840 131,214
Total  3,615 796,842 529,196

 

10.3 Drilling: 2019 – 2024 (Newmont)

 

The most recent drilling was carried out by Newmont from 2019 to 2024 and is summarized on an annual basis in Table 10.7.

 

Table 10.7 – Newmont Drill summary by Year: 2019 – 2024

 

Year Holes Metres
2019 336 94,169
2020 189 43,055
2021 243 61,875
2022 366 86,750
2023 337 78,836
2024 109 26,355
Total 1,580 391,039

 

The same Newmont drill holes are presented by area and identified as either surface or underground in Table 10.8.

 

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Table 10.8 – Newmont Drill Summary by Area (Surface and Underground): 2019-2024

 

Area Workplace #Holes #Metres Sample Count
KAZ Surface 8 903 1,031
NSD Surface 23 38,639 5,703
SIF Surface 35 9,603 6,941
SUR Surface 12 3,054 3,123
WEL Surface 15 10,625 6,096
LNX Underground 474 122,106 113,234
PQD Underground 396 100,129 101,401
PRJ Underground 5 851 6
SIF Underground 401 56,373 52,595
TAN Underground 23 5,531 6,552
WEL Underground 188 43,226 52,400
Total 1,580 391,039 349,082

 

All 2023 underground drilling is NQ size core. Exploration reserve, resource and inventory drilling is completed using oriented core, meanwhile delineation (infill) drilling (measured spacing) is not. Drill core from all areas of drilling at Musselwhite is typically highly competent, with recoveries greater than 95%. Rare exceptions are restricted to local brittle faults which are documented in geotechnical logging.

 

Drill hole collar and down hole survey data are stored in Global Exploration Database (GED). Drill hole collar coordinates are collected by the underground mine surveyors. When the data is entered into GED, the Exploration Supervisor will be notified if the measured coordinates are more than 2 metres from planned. 5% of collar surveys are requested as duplicates for quality control. Single shot down hole surveys are recorded during the drilling process to allow tracking of hole deviations. Final downhole surveys are completed using a Reflex gyro in continuous survey mode. Final surveys are compared to the single shot surveys and dog legs are checked on all holes for quality control. The down hole survey tools are checked weekly in a test stand on surface, and re-calibrated as needed.

 

Drilling included in the 2023 model update included 407 new holes that were not included in the previous year’s internal model. A summary of the number of holes and metres drilled in each mine area, broken down by spacing classification, is provided in Table 10.9.

 

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Table 10.9 – Summary of New Drilling Included in the 2023 Geology and Resource Model Update

 

Deposit Delineation Reserves Resources Wingspan
No. of
Holes
Meters
Drilled
No. of
Holes
Meters
Drilled
No. of
Holes
Meters
Drilled
No. of
Holes
Meters
Drilled
Red Wing 10 1,203 39 4,513 34 4,003 11 2,805
PQ Deeps 110 25,114 11 3,324 10 3,309 4 1,266
Lynx 29 6508 39 11,079 5 1,065 19 5,499
TAN N/A N/A 9 1,836 N/A N/A 12 2,487
West Limb 49 9,849 5 1,602 N/A N/A 11 3,504
Totals 198 42,674 103 22,354 49 8,377 57 15,561

 

10.4 Standard Operating Procedures

 

Drilling programs at Musselwhite currently maintain and employ a set of Standard Operating Procedures (SOPs) and guidelines for all drilling and geological functions. These protocols follow industry-best practices, including:

 

NEM-MWM-EXP-001 – Assaying

 

NEM-MWM-EXP-002 – QA/QC

 

NEM-MWM-EXP-003 – Drill Core Sampling Procedure

 

NEM-MWM-EXP-005 – Geotechnical Core Logging Procedure & Guidelines

 

NEM-MWM-EXP-013 – Diamond Drill Hole Planning

 

NEM-MWM-EXP-015 – Underground Drill Site Setup and Inspection

 

NEM-MWM-EXP-016 – Standards for Diamond Drilling Intersection of Gas-Bearing Faults

 

NEM-MWM-EXP-017 – Action When Intersecting High Pressure Water

 

NEM-TES-GDL-211 – Bulk Density Sample Collection Guideline

 

NEM-TES-GDL-212 – Geotechnical Core Data Collection Guideline

 

EM-TES-GDL-226 – Geometallurgy Guideline

 

NEM-MWM-EXP-020 – Core Cutting and Handling

 

NEM-MWM-EXP-028 – Whole Core Sampling

 

NEM-MWM-EXP-006 – Specific Gravity Sampling

 

Additional / related SOPs that have been discussed and/or referenced include, but not limited to:

 

Collar surveying SOP

 

Downhole Surveying SOP

 

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Drill hole Finalization Best Practice

 

Grouting QA/QC for Geology

 

Teching, Logging, Sampling Best Practices

 

Oriented Core Best Practices

 

10.5 Diamond Drill Hole Planning Procedure

 

The information in Sections 10.5.1 and 10.5.2 is largely extracted and/or summarized from the site procedural document entitled: "NEM-MWM-EXP-013 – Diamond Drill Hole Planning". Any further details as documented therein remain correct and valid.

 

The purpose of the Diamond Drill Hole Planning Procedure is to ensure that no diamond drill hole (DDH) intersects any mine development, that all drill hole details are recorded accurately and there is effective communication between departments.

 

The implementation plan includes the following areas of control:

 

10.5.1 Drill Program Planning – General

 

All planned DDH setup locations must be brought to the attention of both the Mine and Engineering departments at least one month prior to the initial drilling date to ensure that all services are available and the proposed setup locations are free to use.

 

All surface drill sites must be inspected by a geologist, drill supervisor, and a representative from the Sustainability department prior to the start of a program.

 

During ongoing exploration drill programs, a weekly plan and update is to be sent out to all personnel involved.

 

All planned drill holes must be checked by a secondary competent person to ensure the correct target and mineral resource / mineral reserve (MRMR) classification is being drilled, and that no drill hole intersects any pre-existing mine development.

 

10.5.2 Drill Program Planning – Detailed

 

Identify the target using the current geological model. If required, develop a conceptual shape and use the standardized naming convention for the target zone and drill holes. Open all as-builts, back mapping, design triangulations (Devcon files from Vulcan software) and structural data (faults, etc.) to determine the location of all current and future mine workings before proceeding. The Current and Finalized DDH databases should also be viewed.

 

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Ascertain the collar co-ordinates, required dip, azimuth and length for the drill hole to intersect the target in question. All drill holes should be planned to go through the targeted mineralized horizon with minimal waste drilled once through the zone.

 

Verify that the designed drill holes are not duplicating or intersecting previously drilled holes. Load all resource triangulations and determine if any other targets could be intersected by lengthening/adjusting a planned drill hole.

 

If a DDH is planned to intersect a structure of interest such as methane or water, Exploration Geology is responsible for conveying this information to the drill supervisor, Mine Department and Engineering.

 

All planned drill hole information must be entered into GED. The drill hole information must also be transferred into the drill hole tracking sheet for the current year.

 

When all required DDH have been planned and all data is recorded accurately in GED, the drill holes must be checked by a secondary competent person.

 

Once approved, a layout will be issued with a map of the drill hole trace with respect to underground workings, all relevant drill hole information and the intersection points (if applicable) for methane and water structures.

 

If any changes are made to the drill plan after the layout has been issued, a new updated layout must be issued. Changes to the drill plan cannot be communicated solely through the use of email or verbally.

 

When a DDH is approaching the end of hole and the final depth must be determined by visual inspection, the end of hole depth must be resolved by a Geologist. Diamond drillers are not responsible for making such decisions.

 

10.6 Drill Core Sampling Procedure

 

The information in Sections 10.6.1 to 10.6.6 is largely extracted and/or summarized from various site procedural documents, as listed in Section 10.4. Any further details as documented therein remain correct and valid.

 

The purpose of the Drill Core Sampling Procedure outlined in NEM-MWM-EXP-003 is to ensure the collection of high quality, representative samples of drill core samples at the Musselwhite Mine Site. The objective is to ensure that quality exploration, development, and production samples are collected, and subsequently assays and used to derive reliable resource, reserve and ore control models in support of operations, exploration and projects.

 

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Hole conditioners (inorganic drilling fluids) are injected into the hole to prevent wall caving and to stabilize the hole when in-hole conditions warrant their use such as blocky ground, sandy ground or deep holes, etc. Their usage is to be recorded on the daily drill reports.

 

Samples are collected by retrieving the core barrel via wire line from the sampled interval.

 

The sample barrel is removed from the rods and taken to an area where the rock sample can be removed from the core barrel. Core is removed from the barrel and slid into wooden core trays laid out on a table. Each core tray holds up to 3 m of core.

 

Once core is removed from the barrel, a metre block is placed at the end of each run. Runs are typically 3 m in length, but in some cases 6 m barrels are used when deep drilling.

 

Core boxes should be clean and sufficiently sturdy to protect the core. An empty core tray is placed, face down, as a lid on top of the tray holding the core. The core trays are then taped together tightly on both ends to avoid loss of fines and contamination. Boxes are clearly labelled in permanent marker with the correct hole ID and box number. Meter marks are drawn on the core by the drillers with a white grease pencil.

 

Drillers load the core boxes into their vehicles and deliver the core to the appropriate core facility after each shift.

 

Most drill holes have a pre-determined final depth due to known lithological marker horizons; but in some cases, the hole may be placed on GEO Call and a geologist will notify the driller when to stop the hole.

 

The drillers will take gyro-shot surveys at depths pre-determined by the geologist during the drilling process and return the survey sheets at the end of each shift so the geologist can monitor the dip deviation of the drill hole. When the hole is complete, the driller will either perform a downhole survey, or they will contact a surveyor to perform the survey.

 

Drilled meterage depths are recorded on the Daily Shift report.

 

When a core box is dropped or core is mixed up at the drill, the driller is to flag the box and notify the Exploration Supervisor of the hole ID and depth/interval.

 

10.6.1 Site Visits By Geologists, Exploration Supervisor And Logistics Supervisor

 

Once drill holes are planned, the Geologist or Exploration Supervisor issues a layout with the drill holes for a specific fan and provides copies to the surveyor, drill foreman and drillers. The layout includes planned collar coordinates, dip, azimuth, depth of hole, and any other relevant comments.

 

Supervisors will inform Drill Foreman and drillers of any substandard practices including footage errors, dirty/grease covered core, etc.

 

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Drill rig inspections will be done bi-weekly by the Logistics Supervisor and/or Geologist/Exploration Supervisor. Drilling and sampling practices will be observed, and the drillers log will be checked at each rig visit and substandard practices will be discussed with the Drill Foreman, drillers and helpers.

 

10.6.2 Core Logging Geologist – Sampling

 

All drill core is ultimately delivered to the core compound, which includes two identical core shacks, one for exploration and one for definition programs (Figure 10.3), as well as a core storage/laydown area (Figure 10.4 and Figure 10.5). The core is brought into the appropriate core shack, unpacked and checked for obvious errors by technicians (Figure 10.6).

 

Figure 10.3 – Exploration Core Shack

 

Source: Newmont, 2024

 

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Figure 10.4 – Core Farm / Storage Area

 

 

Source: Newmont, 2024

 

Figure 10.5 – Example of Core Rack Arrangement

 

 

Source: Newmont, 2024

 

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Figure 10.6 – Core Unpacking Area in Core Shack

 

 

Source: DRA, 2024

 

The core is then transferred to one of the core logging areas (Figure 10.7); the logging geologist is responsible for selecting sample intervals and marking up samples on all drill core, which is subsequently racked in queue for cutting purposes (Figure 10.8).

 

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Figure 10.7 – Core Logging Area in Core Shack at Musselwhite

 

Source: DRA, 2024

 

Figure 10.8 – Example of Logged and Tagged Core Ready for Cutting

 

Source: DRA, 2024

 

All Inventory and Resource holes are to be sampled from top to bottom. All Reserve holes are sampled starting at 25 m to end of hole with every 4th hole on a fan being sampled from top to bottom.

 

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Delineation holes only sample the ‘ore units’ with 2m buffers for waste, unless otherwise specified. ‘Ore units’ include all known zones, all units that begin with a ‘4’, all visible mineralization, and all intervals in which previously logged adjacent drill holes show mineralization in the same area. The only areas that may be unsampled are known areas of waste including unmineralized felsic lapilli tuff (3F), mafic (2), or ultramafic (1) that are not proximal to known or developing mineralized zones.

 

If mineralization other than the typical Musselwhite pyrrhotite, pyrite, chalcopyrite, arsenopyrite assemblage occurs, or if there is an unusual occurrence of any of the above sulfides, the logging geologist must inform the supervisor. The supervisor will determine if further geochemical testing is required.

 

Samples are to never cross lithological contacts or mineralization boundaries, unless the lithological contacts are of minor units less than 30 cm and mineralization intervals less than 30 cm. If minor units or mineralization intervals are less than 30 cm, then the sample should constrain the unit or mineralization within the sample length requirements (20 cm minor unit constrained to a 30 cm sample).

 

Sample intervals are to be between 30 cm (min) to 1 m (max) in length for NQ/NQ2 sized drill core (drill core size typically used at Musselwhite).

 

If the core has poor RQD, it is okay in this case to sample the whole core if it is needed for reliable assay. A comment stating that the whole core was used must be put in the Sample Log comment box.

 

Using a tape measure and yellow grease pencil, sample intervals are to be marked on the core with a line perpendicular to the core axis, with arrows at right angles to identify the break between samples. Meterage is written next to the mark and the sample measurements are made to one decimal place. The words ‘start’ and ‘stop’ are written where the sample sequence beginnings and ends.

 

Choose a sample tag booklet (or multiple booklets from the same sequence) and proceed to fill out the meterage. The tag order should continue from the beginning of the hole to the end so you should designate a sufficient numerical sequence of tag books ahead of time for that entire hole.

 

If the sample sequence ends in the middle of a drill hole, and a new one must be started, the geologist must make note of the sequence change in the sampling comments, flag the box, and notify the cutters.

 

It is not necessary to fill out the majority of the sample booklet information; only what is necessary for the geologist to accurately enter into Visual Logger including, but not limited to, the meterage (i.e., to and from depths).

 

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When entering the information into Visual Logger, be sure to enter the sample number, sample type, method (whether it is whole core or half core) and sample intervals.

 

If the mineralization in a sample is significant, i.e., likely >10 g/t, then put an ‘X’ on the tag. This will ensure that the lab runs a blank after the sample to reduce contamination during the crushing/pulverizing stage.

 

There are several options for the order in which to write the sample intervals on the tags and enter them into Visual Logger. However, double-check the data on a regular basis while sampling to ensure that the sample intervals are correctly written on the sample tags and properly entered into Visual Logger and that no samples were missed on the core.

 

The blank tags are pre-labelled in the sample booklets. Standard tags are also pre-labelled, but the geologist must write what standard ID is being inserted. Duplicates are taken at the discretion of the geologist, on any sample ID, as long as the ID is not reserved for a blank or a standard. A minimum of two duplicate samples must be taken from every 100 samples. Duplicate samples must be manually entered into Visual Logger. Standards and blanks occur every 10 samples on the 0’s (e.g., 10, 20, 30). When entering sample data, the geologist will have to manually enter the blanks, standards, and duplicates. The geologist will choose a specific standard from the drop-down menu. 3.16. Lift the core near the start of each sampled interval and place the sample tags securely under the core. The blank, standard, and duplicate tags are to be inserted with the preceding sample tag (e.g., 10 will be inserted with 9) and should be placed on top of the preceding tag.

 

Specific Gravity (SG) measurements should be completed on both Exploration and Delineation drill core. SG samples are to be taken systematically, one per modeled lithology or one every ten metres, whichever is shorter. SG sample sizes should be 20-30 cm in length and are representative of the mineralization seen within the zone. The data is collected by means of the Archimedes’ method, which entails measuring the weight of the dry core sample, followed by weighing the core under complete immersion in distilled water; the SG is then calculated as (dry weight) / (dry weight – wet weight). The setup used at Musselwhite is shown in Figure 10.9.

 

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Figure 10.9 – Specific Gravity (SG) Measurement Station at Musselwhite

 

Source: DRA, 2024

 

Metallurgical sampling should use a ¼ split, retaining ¼ unless testing requires all remaining material. If all remaining material is to be taken for the sampling, it should be recorded in the core box (and the log). Sample lists should be maintained as samples are collected.

 

Geotechnical data collection includes both Basic and Detailed Logging. A plan will be developed at the start of a drilling program that defines the holes that will be subject to Basic Logging, and the holes that will be subject to Detailed Logging.

 

Basic (Rock Mass) Logging – consists of the basic geotechnical parameters that contribute to assessments of rock mass quality.

 

Detailed Logging – consists of RMR-based logging format plus detailed discontinuity parameters, including Joint Roughness, infilling thickness, and strength.

 

If geotechnical testing is required, it should be conducted according to industry acceptable standards. Sample dimensions will depend on test type. Samples collected should be clearly labeled with hole number, depth interval, and material type. Sample lists should be maintained as samples are collected.

 

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10.6.3 Core Photography – Geologist

 

Once sampling is complete, the geologist photographs the core in both a wet and dry state. Ensure as best as possible that the image is of good quality (i.e., not blurry or over exposed by sunlight)

 

Sample tags, box numbers, block numbers, box depths, scale and color card and important geological notes must be visible in the photo.

 

Photos are taken using Imago Capture X. Labelling format includes the hole ID, the from – to meterage, and a D or W to differentiate wet and dry. e.g., 20-RDW-012 meterage 90 m to 102 m would be labelled 20-RDW-012_090.00_102.00(W) for the wet photo and 20RDW-012_090.00_102.00(D) for the dry photo.

 

Once labelling is complete, core photos are uploaded to the Imago Portal.

 

10.6.4 Core Cutting and Bagging – Core Technicians

 

The Core Technician (Tech) sets up his/her saw and performs a pre-work inspection of the area and equipment before cutting begins. The Tech must refer to the NEM-MWM-EXP-020 Core Cutting and Handling document. All Inventory, Resource, and select Reserve holes will be cut. All delineation holes and select Reserve holes will be whole core sampled as per NEM-MWM-EXP-028 Whole Core Sampling. An automated diamond core saw setup is now used at Musselwhite for both safety and efficiency purposes (Figure 10.10).

 

Figure 10.10 – Automated Diamond Core Saw Setup at Musselwhite

 

Source: DRA, 2024

 

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The Core Technician will load approximately four (4) core trays onto a table (in order). They will be given a cut sheet that lists what samples are to be sampled for the dispatch.

 

Before the core can be cut, it must be placed in the holder so the saw will cut perpendicular to how it is oriented in the box; though not required, it can be helpful to draw a line along the core box onto the core as a guide. If the core has been oriented, cut along the red line and not the black line. It is essential that the top half of the core is sampled and the bottom half is returned to the core box. This is continued throughout the entire length of the sampled interval.

 

For duplicate tags, the half core left in the box from the previous sample will be used. There will be no core left in box when there is a duplicate sample taken.

 

Once core has been cut, the half that was originally on top is put into a pan on top of a wax sheet or in a plastic sample bag to be transported to the lab. The core in the bags or pans should be broken small enough to allow them to fit properly. The barcode side of the sample tag is placed under the core.

 

For the internal on-site lab, sample pans can then be placed in numerical order on the core racks prior to being transported to the assay lab. For an off-site lab, the sample bags are placed into labelled rice bags to ensure secure transport.

 

The remaining half of the sample will be placed in the same position in the core tray with the non-barcode side of the sample tag placed underneath. The core will be rotated in the core box channel and flush with the tray top to prevent it from falling out during transport/handling. The end of each sample is marked with a red lumber crayon, both on the core and core tray.

 

Care is taken at all times during the sampling process to ensure that samples and sample tags remain together so that they do not become mixed up. This also applies to the insertion and placement of blank or standard material as indicated by the sample tags.

 

10.6.5 Lab Submittals

 

If the core is being sent to an off-site lab, the Field Technician will fill out a Request for Analysis (RFA) form for the dispatch, including the number of samples and the sample ID sequence(s) included in the dispatch. The Field Tech attaches a copy of the RFA to the crate with the samples and emails another copy to the lab representative at the time the samples are shipped. When the lab receives the samples, the lab representative emails a Sample Submission Confirmation to the Exploration Manager and Supervisors. If the samples are sent to the on-site lab, the Field Tech personally delivers the samples to the lab. Examples of the secure shipping totes used for sample batch shipping are shown in Figure 10.11.

 

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Figure 10.11 – Shipping Totes Used for Drill Core Sample Transport at Musselwhite

 

Source: Newmont, 2024

 

Once assays are finalized at the external lab, they are relayed in a .csv and PDF to the Exploration Manager, Supervisors, and the Database Geologist.

 

Coarse rejects for cut Exploration drill core, that are processed at an external lab, are to be stored at the lab for one year post receipt of assay certificates and site QA/QC checks. After one year, the Exploration Manager can give written approval to the lab to dispose. For whole core samples, the coarse rejects must be returned to site for long term storage

 

Coarse rejects that are processed at the internal lab, must be stored in bins on site (Figure 10.12) for three (3) months post receipt of assay certificates and site QA/QC checks. After three (3) months, the Exploration Manager can give written approval to the lab to dispose.

 

Pulp rejects for Exploration and Delineation drill core that are, or may be, used to quantify a mineral resource or reserve, must be kept until that portion of the resource or reserve is mined out or deemed to never be economic.

 

Pulp rejects can be stored at the lab in a secure, dry area, or on site. If stored on site, pulps must be in a dry area protected from the elements. Pulp rejects must be stored on engineered shelving, all samples individually labelled, and the outside of the box clearly labelled with sample IDs within (Figure 10.13).

 

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Figure 10.12 – Coarse Reject Sample Storage in Drums at Musselwhite Site

 

Source: Newmont, 2024

 

Figure 10.13 – Pulp Reject Sample Storage on Shelving in Sea Can at Musselwhite Site

 

Source: Newmont, 2024

 

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All Exploration drill core from holes that have not been mined out must be kept. Drill core that has been mined out will be kept for seven (7) years if storage allows.

 

Delineation drill core may be disposed of if both wet and dry photographs have been taken and properly catalogued, assay certificates are received, and site QA/QC checks have been passed, and all drill holes have been finalized.

 

Musselwhite Drill Core and Geological Sample Storage Guidelines are available for storage requirements.

 

10.6.6 Training Requirements

 

Training of new geologists should be completed by the Senior Geologist, an experienced Geologist, or other qualified designate. An experienced geologist should review the new geologist’s logging and sampling before the core is taken off the bench and brought into the cut shacks. The teching and logging best practices should be utilized.

 

Training of new geotechnicians should be completed by an experienced geotechnician or experienced geologist. The teching and logging best practice should always be utilized.

 

10.7 Hydrogeology

 

Geotechnical mapping for rock mass classification, further discussed in Section 16.4, includes collection of data for the joint water reduction factor and ground water rating for inflows used in stope stability assessments. Geotechnical drill holes for site characterization are completed when significant vertical development is planned. During drilling, water inflows are logged and form an input for ground stability assessments.

 

10.8 Geotechnical

 

10.8.1 Geological Data Acquisition

 

The geotechnical data acquisition program at Musselwhite is described below. As Musselwhite Mine is an operating mine, data is confirmed with visual observation and back analysis using numerical modeling or empirical techniques to increase the confidence in the data used and to help ensure that the quality of the geotechnical data meets industry standards. The Senior Geotechnical Engineer at Musselwhite reviews the geotechnical core logging for accuracy on an annual basis. Laboratory core testing used laboratories that follow ASTM standards and International Society of Rock Mechanics suggested methods for testing intact rock samples. Laboratory testing results are adjusted based on underground observation of the rock mass behavior and are included in the analytical tools to forecast future response to the rock mass to mining. Currently, Musselwhite Mine has a good understanding and good data to be able to evaluate potential geotechnical risk for extraction of reserves.

 

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The acquisition, storage, and analysis of geotechnical data is a crucial aspect of mine design and planning, as it plays a significant role in determining safe and efficient methods of controlling ground conditions during the mining process. The procedures involved in collecting geotechnical data at Musselwhite Mine are aligned with the GCMP and as described below.

 

A variety of sources are utilized to gather geotechnical data, including:

 

Logging of selected exploration and underground grade control diamond drill core samples, which provides information on the composition and strength of rock formations.

 

Rock property testing of selected in situ core samples, which determines the physical and mechanical properties of rock, such as density, porosity, and strength.

 

Structural mapping of exposed rock masses in underground drifts, which helps to identify potential geological hazards and to develop strategies for ground support.

 

Geological mapping of underground development, which provides comprehensive understanding of the geological setting and helps to identify potential geological hazards.

 

Recording rock noise and rock fall events, which provides information on the stability of the rock mass and helps to identify potential ground control issues.

 

Routine monitoring and observation of underground workings, which provides ongoing monitoring of ground conditions and helps to identify any changes or potential hazards.

 

Consultants site visit reports, which provide independent expert assessments of ground conditions and provide recommendations for managing ground control risks.

 

By utilizing a comprehensive range of data sources and conducting thorough analysis, the Musselwhite Mine can ensure that it has a robust understanding of ground conditions, thereby enabling it to develop effective ground control strategies that promote safe and efficient mining operations.

 

10.8.2 Geological Mapping

 

The process of mapping drift backs and walls is an essential step in creating accurate and useful geological maps that contain valuable information about the underground geological features, such as faults, lithology, veins, and alteration. These maps contribute significantly to the dataset and accuracy of the current geological model. An example of typical geological mapping performed at the Musselwhite Mine is illustrated in Figure 10.14. The geological mapping is stored in Musselwhite’s Deswik MDM server.

 

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Figure 10.14 – Typical Geological Mapping at Musselwhite (Heading 1470 mL)

 

 

Source: Newmont, 2024

 

10.8.3 Geotechnical Mapping

 

Geotechnical mapping is a critical part of underground mine design and planning. It provides valuable information on the physical and mechanical properties of the rock in the mine, including strength, deformation characteristics, and stability. This information is essential for identifying and managing geotechnical hazards, such as rockfalls, collapses, and underground water flows, which can pose significant risks to people safety and mine infrastructure.

 

The geotechnical mapping data and hazard mapping is located on the shared network at Musselwhite Mine.

 

10.8.4 Geotechnical Core Logging

 

Geotechnical core logging, detailed examination, and description of rock samples obtained from drilling provides a comprehensive understanding of the geotechnical characteristics of the mine which is a valuable input in engineering design and construction.

 

Musselwhite’s geotechnical core logging procedure and guidelines is based on Document NEM-MWM-EXP-005. There are two (2) procedures for geotechnical core logging: Standard and Detailed.

 

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During the Standard geotechnical core logging process, the following parameters are typically recorded:

 

Rock strength;

 

Fracture spacing;

 

Joint Condition;

 

Rock Quality Designation (RQD) length, and;

 

Ground water.

 

The Detailed geotechnical core logging process collects the following parameters:

 

RQD;

 

Joint set count (Jn);

 

Joint alternation (Ja), and;

 

Joint roughness (Jr).

 

These parameters are entered into Musselwhite’s Standard Geotechnical Logging template (Excel), which is located on the shared network at Musselwhite Mine. This template forms the basis for Rock Mass Rating (RMR) (Bieniawski 1976) and Q’ rating (Barton et al., 1974) calculations.

 

Every fourth drill hole on every fan of drilling that targets resource and reserve, as well as any drill hole flagged by Rock Mechanics are also logged. Geotechnical core logging intervals are generally recorded by drill run block by block, with a maximum interval length of 3 m. Shorter intervals are broken out where especially poor ground conditions over a short interval exists.

 

10.8.5 Rock Strength

 

A total of 12 uniaxial compressive strength tests were carried out on both iron formation and intermediate-mafic volcanic rocks. Four of the iron formation samples were tested with strain gauges to allow elastic moduli determination (Young’s Modulus and Possion’s Ratio). The tests were performed according to American Society for Testing and Materials (ASTM) standards.

 

In March 2010, additional UCS tests were performed in the Norman B. Keevil Institute of Mining Engineering at University of British Columbia. The main rock strength parameters used in assessments by Musselwhite Mine are provided in the GCMP and include UCS, Young’s Modulus, Possion’s ratio, density and Indirect Tensile strength.

 

Further testing is planned as Musselwhite Mine is developed deeper. Laboratory testing is performed by accredited labs using ASTM standards and International Society of Rock Mechanics suggested method for rock testing.

 

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10.8.6 Stress Environment

 

The Geomechanics Research Centre (GRC) of MIRARCO at Laurentian University performed in situ stress measurements at Musselwhite Mine. Full stress tensors were determined by the over core strain relief technique, employing 12-gauge CSIRO hollow inclusion triaxial strain cells The field component of this project was conducted between November 26 and December 13, 2008, and laboratory and analytical components were completed on January 15, 2009.

 

A total of five (5) measurements in two different almost perpendicular boreholes were attempted from the 657-770 diamond drilling station at a depth of 740 m.

 

The ratio of the major to minor principal stress was observed to be about 2.0 and the ratio of the intermediate to minor principal stress about 1.3.

 

Additional stress measurements for the deepest zone at Musselwhite Mine (PQ Deeps) should be planned to understand if the stress regime is changing at depth.

 

10.8.7 Rock Mass Quality

 

RMR (1976) and Q’ are being employed to qualify ground conditions. In general, the RMR values in the transverse stopes vary between 60% and 70% (Good) for the hanging wall, 70% to 80% (Good) for the foot wall, 65% to 70% (Good) for the back, and 70% to 75% (Good) for the ore. RMR and Q’ are obtained from core logging and underground mapping.

 

Systematic geological mapping of development fronts has been carried out since 2008 and the data is being recorded and updated.

 

10.9 Other Significant Factors and Risks

 

There were no drilling, sampling or recovery factors identified by DRA that could materially impact the accuracy and reliability of the results to a degree that would risk the ongoing viability of the Musselwhite Mine. The QP is comfortable that industry best practices are being implemented for all drilling and subsequent geological functions.

 

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11 SAMPLE PREPARATION, ANALYSIS AND SECURITY

 

11.1 Historical (Pre-2006)

 

Diamond drill core samples at Musselwhite Mine have been prepared and analyzed at a number of laboratories since exploration drilling began in 1974 up until 2005. For the purposes of this Report, there is little historical documentation available in the public domain or the provided site records. As a result, this Report will use the 2006 AMEC technical report as a focal point for review of historical sample preparation and QA/QC analysis approaches used at Musselwhite.

 

The long production history and continued strong reconciliation data at Musselwhite support that there is no significant concern for pre-2006 work affecting current conditions at the mine.

 

11.1.1 Sample Preparations

 

Documentation from the 2006 AMEC report indicated that the samples were prepared and analyzed primarily at the Musselwhite Mine laboratory. During periods of increased sample generation, samples were also shipped to ALS Chemex in Thunder Bay. The maximum capacity of the mine assay lab was approximately 350 samples per day (including 100 production samples per day from the mine and mill, and 70 quality control samples).

 

All samples (core, mucks and chips) were received and recorded at the on-site lab and placed into individual trays. The samples were placed in a 120°C drying oven for 3 to 4 hours depending on the humidity of the sample. Since late August 2002, Musselwhite’s laboratory has employed the use of an automated sample preparation system manufactured by Rocklabs. Some contamination issues were recognized during the equipment start-up phase and remedial action was taken resulting in the process described below.

 

11.1.2 Blank Samples

 

Monthly QA/QC reports reviewed from 2006-2008 did not include reporting on blanks. It is assumed that blank insertions were ongoing as this was already a standard site practice dating back to at least 2005; however, this could not be verified by the QP. Moreover, the Musselwhite Laboratory Audit (AMEC, 2009) states that both coarse and fine blanks were being used from January 2008 to January 2009. Of 4,885 blank samples assayed at the mine laboratory, a failure/contamination rate of only 1.6% was indicated. It was suggested that the majority of these failures were likely due to sample switches based on a slight positive correlation identified by plotting blank samples against the preceding samples.

 

There also was no direct documentation available regarding the use of blanks during the period from 2010 to 2015; however, there are daily blank results available from January to November 2016. The results appear to be very consistently below 0.01 g/t, well within acceptable limits, with very few

 

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exceptions. This indicates that cross-contamination was not a significant issue during this time period.

 

A later 2018 assay QC program review report by Analytical Solutions Ltd. continued to confirm that barren coarse material was submitted with samples to determine if there is any contamination or sample cross-contamination occurring during sample preparations or analytical procedures. For the period reviewed, there was a total of 2,063 blanks submitted to Actlabs and 284 blanks submitted to the mine laboratory. Of these, only 22 sample results returned values above the 0.05 g/t acceptable threshold; all cases were noted as having been sent for re-assay to help determine the root causes (e.g., sample switches, contamination, etc.). All failures and exception handling decisions were also noted as being documented in the database.

 

The representative results from April 2018 monthly report are shown in Figure 11.1 (Actlabs) and Figure 11.2 (internal mine lab). Of these plots, only two new blanks (and one re-assay) came back as failures; overall, it is clear that both labs were performing well in terms of cross-contamination for both preparation and analytical aspects. All failures were investigated and exception handling decisions were noted as having been documented.

 

Figure 11.1 – Blanks Results from Actlabs: April 2018

 

 

Source: Goldcorp, 2018

 

Figure 11.2 – Blanks QA/QC Results from Internal Lab: April 2018

 

 

Source: Goldcorp, 2018

 

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11.1.3 Analytical Methods

 

The automatic Rocklabs preparation system was a fully integrated crushing to final pulverizing process. Samples are first coarse crushed in a “Big Boyd” jaw crusher which crushes the material to a nominal ½ inch size weighing approximately 3 kg. The sample was then introduced into a Boyd crusher, which takes the sample down to 95% passing #6 mesh. The sample is ground in a single deck pulverizer to 95% passing #10 mesh and split down to 600 g. From the single deck pulverizer, the sample passes through a double deck pulverizer which reduces the material to 95% passing #150 mesh. It is during this process that the first 150 g of the sample is used to “wash” the double deck pulverizer to eliminate any chance of contamination from the previous sample. The remaining 450 g of the sample, after passing through the double deck pulverizer is homogenized and placed in a Kraft paper bag.

 

All of the samples submitted undergo a Fire Assay (FA) pre-concentration method followed by an Atomic Absorption (AA) or gravimetric finish on a one assay ton aliquot (~30 g). The gravimetric finish is employed if the AA results are greater than 10 g/t gold. At the time, it was AMEC’s opinion that the sample preparation and assaying methods conformed to industry-standard practices for this type of gold deposit.

 

The Musselwhite laboratory had participated in the Geostatistical round-robin assay accuracy program since the lab opened in 1997. This involves the assaying of eleven pulps and six carbon samples and comparing the results against 100 labs worldwide. AMEC had reviewed the 2005 results and found that the Musselwhite lab assay results were within ½ standard deviation from the mean which is excellent.

 

11.1.4 QA/QC

 

AMEC commented at the time that Musselwhite Mine’s QA/QC program ensured an acceptable level of confidence in the quality of the data used to estimate Mineral Resources and Reserves on the property.

 

11.1.5 Standard Samples

 

The Musselwhite Mine geology department employed a set of quality assurance and quality control (QA/QC) protocols to monitor the performance of the commercial and mine labs. Analytical accuracy is monitored with the insertion of commercially prepared standard reference materials purchased from Geostat (Australia). In 2005, two different standards (STD 900 and STD 999) were inserted at a rate of approximately one standard per 20 samples. The results are presented in chronological order in Figure 11.3 and Figure 11.4.

 

Figure 11.3 demonstrates that Standard 900 often returned assay values that were slightly above the mean value of 3.21 g/t. The moving average trend line is almost always above the certified mean value, but beneath the Upper Warning Limit (UWL).

 

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The performance of Standard 999 (Figure 11.4) was somewhat better as the results were commonly closer to the mean. Moreover, the moving average trend line is almost always in the vicinity of the mean certified value. Failures beyond the 3SD tolerance limits were less frequent with STD 999 than with STD 900.

 

Figure 11.3 – 2005 Analytical Results for STD 900 (Accepted Value of 3.21 g/t Au)

 

Source: AMEC, 2006

 

Figure 11.4 – 2005 Analytical Results for STD 999 (Accepted Value of 7.18 g/t Au)

 

Source: AMEC, 2006

 

11.1.6 Blank Samples

 

Sample contamination was monitored by inserting blank samples at a rate of one blank for every 20 samples. A total of 1,275 blanks were analyzed in 2005 with 22 samples returning values greater

 

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than 0.8 g/t (Figure 11.5). The one point removed in Figure 11.5 graded 1.38 g/t and was removed in order to make the graph more presentable. Assay batches containing a blank whose assay value exceeded 0.8 g/t would be flagged for possible re-assay, with the ultimate decision to re-assay being the responsibility of the Geology Department.

 

Figure 11.5 – 2005 Blank Sample Analyses

 

 

Source: AMEC, 2006

 

11.1.7 Duplicate Samples

 

The Geology Department also inserted duplicate pulps prepared from coarse reject material at a rate of one duplicate for every 20 samples to monitor analytical precision. In 2005, a total of 2196 duplicates were analyzed. Figure 11.6 is a scatter plot which illustrates the good correlation between the original assays and the duplicates. A further check on the precision (Figure 11.7) shows that the 90% cumulative frequency mark corresponds to a 12% relative variance, indicating that the lab precision is good.

 

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Figure 11.6 – 2005 Pulp Duplicate Analyses

 

Source: AMEC, 2006

 

Figure 11.7 – 2005 Percent Relative Difference

 

Source: AMEC, 2006

 

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11.1.8 Specific Gravity

 

A large number of Specific Gravity (SG) determinations have been completed on core samples at Musselwhite. The most recent density analysis campaign was completed in October 2000 and involved 945 measurements of the mineralized 4EA unit using the Archimedes’ method. The method involves weighing a sample in air and dividing this value by the difference between the mass in air and the mass in water. The mean SG from this campaign was 3.30, a value that compares very well with the results of 3,027 historical determinations, from which an average SG value of 3.29 was obtained.

 

For the Mineral Resource and Reserve tonnage estimate of 2005, an average SG of 3.29 was applied to all modelled volumes. It was AMEC’s opinion at the time that the SG used in tonnage estimates was appropriate.

 

Most of the production to that date had been from the T-Antiform mineralized horizons. It was commented at the time that the mine would soon be accessing some of the other adjacent lenses, a minor amount of which appeared to be hosted in a mineralogically differing rock type from the typical 4EA unit. AMEC had recommended that the Musselwhite Mine geology department undertake a new density determination campaign specifically targeting the ore horizons that are not directly associated with the T-Anticline.

 

11.2 Goldcorp (2006 – 2018)

 

Sampling and assay information for the Goldcorp era from 2006 to 2018 is taken from selected monthly QA/QC Reports and the AMEC Laboratory Audit of 2009.

 

11.2.1 Sample Preparations

 

The AMEC laboratory audit describes sample preparation as follows:

 

Geological samples are delivered to the mine laboratory by the Mine Geology Department in canvas bags with bar code tags. Sample numbers have six digits and a defined prefix: E for exploration samples, G for muck samples, and C for chip samples. No written logs or chain of custody forms accompany the batches.

 

At arrival, geology personnel place the samples on aluminium trays and organize them on racks with up to 60 sample capacity, after which laboratory personnel check the batches and enter the samples into the Laboratory Information Management System (LIMS) by reading the bar code tags. Samples are weighed at reception as a confirmation step for data entry, but no record is kept. On average, 200 samples are submitted every day to the laboratory. The sample reception room is small but is kept clean and in order.

 

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When deemed wet on visual inspection, samples are dried at 120°C in a large gas oven with forced air circulation and automatic temperature control. Up to five racks with samples may be directly introduced into the oven.

 

11.2.2 Analytical Methods

 

The Musselwhite Mine laboratory has two Rocklabs Boyd automated preparation systems. Each line consists of a set comprising crusher(s), rotary cone splitters and ring-and-puck pulverizers, all serially interconnected. The preparation process is as follows:

 

Crushing to 95% passing 6.00 mm on a Big Boyd Crusher (BBC); this step is only conducted on line 1, as primary crushing, in case of coarser feed material.

 

Crushing to 90% passing 3.35 mm (6 Tyler mesh) on a Small Boyd Crusher (SBC); this step is conducted on both lines: as secondary crushing on line 1, in case of coarser feed material, or as primary crushing on line 2, in case of finer feed material.

 

Splitting muck samples using a rotary splitter divider (RSD1) to obtain a 3,000 g sub-sample (SS1; core samples bypass this step).

 

Pulverizing sub-sample SS1 or whole core samples from the SBC on a single-deck continuous ring mill (SDCRM) to 90% passing 1.70 mm (10 Tyler mesh).

 

Re-splitting samples using a second rotary splitter divider (RSD2) to obtain a 600 g sub-sample (SS2).

 

Pulverizing sub-samples SS2 in a double-deck continuous ring mill (DDCRM) to 95% passing 0.106 mm (150 mesh Tyler); the first portion of the DDCRM sample is allowed to pass through the mill to clean it, and only the rest of the sample is bagged for assaying.

 

11.2.3 QA/QC

 

Review of internal monthly QA/QC Reports titled “Monthly Quality Control / Quality Assurance Report for Geological and Mill Samples” from 2006 through to 2009 indicate rigorous processes with constructive review and recommendations for continuous improvement.

 

The Musselwhite Mine Laboratory Audit Review of March 2009 by AMEC indicated that the on-site lab was performing well. The report pointed out deficiencies and made some practical recommendations for improvement. It is presumed that Musselwhite acted on the recommendations but this cannot be verified as there were no QA/QC documents made available to review for the years of 2010 through to 2016. However, as rigorous protocols were already in place, there is no reason to believe that these same or similar practices were not being followed.

 

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Upon review of later documents, notable was a change of best practice acknowledgement memo dated Oct 16th, 2017, wherein it was recommended that re-assaying occur whenever a sample is switched with a reference or blank in order to provide verification of results.

 

A document entitled “Review of Assay Quality Control Program for Goldcorp, Musselwhite Mine” dated November 2018 states in its summary that,

 

“The Goldcorp Musselwhite Mine submits drill core to Activation Laboratories (Actlabs) in Dryden, Ontario, an ISO-accredited Canadian commercial laboratory. Drill core is prepared and assayed using industry-standard protocols. Underground drill core, muck and chip samples are also processed at the Musselwhite Mine internal laboratory.

 

Goldcorp Musselwhite Mine Geology Group maintains a quality control program that meets industry standards. Sample preparation and analytical procedures are all industry-standard and produce analytical results for gold with accuracy and precision that is suitable for Mineral Resource estimation.”

 

Moreover, the report stated that Musselwhite Geology staff were conducting regular inspections of the Actlabs (bi-annual) and mine laboratory (monthly) facilities. Though no issues of significant concern were noted in the inspection reports at the time, it was recommended to prepare checklist templates for these lab visits to ensure consistency and for comparison purposes.

 

These reports also confirmed that for quality control by the geology department, certified standards (of varying gold grade ranges) and blanks were each being inserted approximately every 20 samples.

 

Quality control was initiated during the initial import of the assays from either lab. If the QC sample fails, re-runs are requested. Once the re-runs come back, they are checked again to ensure the quality of the data. If not, then they will be investigated further as to the cause of the failure. Importantly, it was noted at the time that all failures were documented.

 

It was also reported that the Musselwhite geology team would document and keep track of several internal laboratory quality control measures for due diligence purposes. This included pulp duplicates and sieve tests for systematic issues that may need additional investigations.

 

11.2.4 Standard Samples

 

The monthly QA/QC report from April 2006 shows results for commercial standards named Mus-2 (Chemex), Ma-2C (Canmet), 997-7 (Geostats), 999-4 (Geostats), and 997-5 (Geostats). The standards ranged from 0.31 g/t to 7.31 g/t and were used alternately on each tray of 21 geological samples. The standard Ma-2 was only documented as being used once per day with muck/chip or drill core samples.

 

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As of April 2007, the QA/QC report no longer included results form the Ma-2C (Canmet) standard.but continued to use standards Mus-2 (Chemex), 997-7 (Geostats), 999-4 (Geostats), and 997-5 (Geostats).

 

A monthly report from April 2008 continues to report results for the same four standard samples, but changes were implemented later in 2008 (standards 999-6 and 307-7 were added). It has been standard practice at Musselwhite to monitor CRM performance and phase out those with mixed results where no other underlying cause (e.g., sample switches or systematic lack of accuracy, i.e., poor lab performance) could be determined.

 

The 2009 Laboratory Audit memo goes on to state that in 2008, Musselwhite geologists used a total of six commercial CRMs produced by Geostats and one in-house reference material (round-robin certified) for accuracy monitoring (Table 11.1).

 

Based on CRM warning limits, the responsible geologist would decide whether the assay batch results were considered acceptable. This was done using warning limits established according to the certified values (mean, or accepted value, and round-robin standard deviation, SD). If a CRM assay returned was outside the accepted value +/- 3SD, the batch would be rejected and re-assayed. The CRMs used by Musselwhite in 2008 included:

 

Table 11.1 – Certified Reference Materials Used at Musselwhite, 2008

 

CRM ID BV (g/t Au) SD (g/t Au) Manufacturer
997-7 0.310 0.040 Geostats
999-4 3.020 0.160 Geostats
900-5 3.210 0.130 Geostats
Mus-2 3.811 0.128 Musselwhite Lab
997-5 7.310 0.330 Geostats
999-6 7.180 0.310 Geostats
307-7 7.870 0.280 Geostats

 

Representative examples of performance on CRMs taken from the April 2008 monthly QA/QC Report are presented in Figure 11.8 to Figure 11.10.

 

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Figure 11.8 – Geology CRM Mus-2 Assay Results

 

Source: Goldcorp, 2008

  

Figure 11.9 – Geology CRM 977-7 Assay Results

 

Source: Goldcorp, 2008

 

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Figure 11.10 – Geology CRM 999-4 Assay Results

 

Source: Goldcorp, 2008

 

Overall, such results appear reasonable with the vast majority of standards falling within the 2SD acceptable limits and only a few noted within the 3SD range; moreover, there did not appear to be any significant bias or calibration drift trends at the time.There were no reports made available from 2009 to 2015 to review CRM testing performance, however, there were monthly results provided for the period from January to November 2016 for standards STD909 and STD900 (Geostats). These plots showed clear documentation of explanations for failures (where possible) that had been investigated at the time; it is assumed that sample batches containing standard failures were re-analyzed as per site protocols.

 

Representative examples of CRM performance monitoring taken from the April 2018 QA/QC Report are presented in Figure 11.11 to Figure 11.13. At the time, Musselwhite geologists used a total of four commercial standards produced by CDN Resource Laboratories Ltd., including GS-P4F (0.498 g/t accepted value), GS-3S (3.58 g/t accepted value), GS-7G (7.19 g/t accepted value) and GS-13B (13.28 g/t accepted value).

 

Figure 11.11 – Geology Standard GS-13B: Au PPM: Daily Results for April 2018

 

Source: Goldcorp, 2018

 

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Figure 11.12 – Geology Standard GS-3S: Au PPM: Daily Results for April 2018

 

Source: Goldcorp, 2018

 

Figure 11.13 – Geology Standard GS-7G: Au PPM: Daily Results for April 2018

 

 

Source: Goldcorp, 2018

 

A 2018 summary report by Analytical Solutions Ltd. that reviewed the assay QA/QC program during the period from January to August 2018 indicated that a total of four reference materials from CDN Resource Laboratories were submitted 2,041 times to Actlabs and 290 times to the mine laboratory. The report summarizes that the reference material results for gold were generally within ± 5% of the accepted value and within ± 3SD, indicating a seemingly good level of accuracy. The QC failure rate was documented as 6% for Actlabs and 3% for the mine laboratory. At the time, results outside of the expected tolerances were suspected of being caused by poor homogeneity of the CRMs in use and not necessarily reflective of laboratory performance. No evidence of systematic bias was indicated in the report.

 

11.2.5 Duplicate Samples

 

Monthly Musselwhite QA/QC reports from 2006 to 2008 indicate that one randomized sample per tray was selected and weighed twice for duplicate assay, as was one geological sample per day selected randomly and split a second time to yield a replicate cut for duplicate assay. The results of these duplicate tests were reported graphically with scatter plots, side by side box plots, Q-Q plots, and relative difference plots, in addition to Thompson-Howarth Precision plots. Interpretation of the

 

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numerical results for duplication precision with measures such as linear correlations, regression lines and coefficients of variance were commented on as being good, particularly for samples grading higher than 0.5 g/t.

 

AMEC reviewed a total of 327 coarse duplicates and 3,031 pulp duplicates assayed at the Musselwhite Mine Laboratory (MML) between January 2008 and January 2009, and prepared Max-Min plots for both coarse duplicates (Figures 11.14 and 11.15) and pulp duplicates (Figures 11.16 and 11.17). In total, 86 failures were identified for coarse duplicates (26.3%), and 745 failures were identified for pulp duplicates (24.6%). It is unclear what recommendations were made, or corrective actions taken, in order to improve these failure rates at the time.

 

Figure 11.14 – Au in Coarse Duplicates (All Samples)

 

Source: AMEC, 2009

 

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Figure 11.15 – Au in Coarse Duplicates (Low-grade Samples)

 

 

Source: AMEC, 2009

 

Figure 11.16 – Au in Pulp Duplicates (All Samples)

 

 

Source: AMEC, 2009

 

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Figure 11.17 – Au in Pulp Duplicates (Low-Grade Samples)

 

 

Source: AMEC, 2009

 

There were no QA/QC reports with information on duplicates made available for review during the period from 2010 to 2017; as such, the QP cannot comment appropriately on duplicate precision testwork completed at the time.

 

Results similar to those reported in 2009 were observed from a sample report dated April 2018 for duplicate samples submitted to Actlabs. For coarse reject splits, the failure rate with %Difference >20% was 25.5% (Figure 11.18); for pulp splits, the failure rate with %Difference >20% was 22.6% (Figure 11.19). The report stated that no correction measures were completed on duplicates for Musselwhite QA/QC at the time.

 

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Figure 11.18 – Actlabs Coarse Split Duplicate Results: April 2018

 

 

Source: Goldcorp, 2018

 

Figure 11.19 – Actlabs Pulp Split Duplicate Results: April 2018

 

 

Source: Goldcorp, 2018

 

An external 2018 report (Analytical Solutions, 2018) concluded that of 3,209 lab pulp duplicates analysed by fire assay, 1,117 duplicate pairs reported above 0.5 g/t and 87% of these pairs report within +/- 25% which is an expected result for this deposit style. Similarly, of the 786 preparation duplicates provided by Actlabs’ QC program, 317 duplicate pairs reported above 0.05 g/t gold and 79% within ± 25%. As expected, the reproducibility of the preparation duplicates were not as good

 

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as for the laboratory pulp duplicates. The results for preparation duplicates were considered within the expected range for the deposit type. These conclusions are consistent with both the 2009 AMEC and 2018 internal results which showed similar variability.

 

11.2.6 Check Assays

 

The provided monthly QA/QC reports from 2006 to 2008 do not cover any check assay programs and therefore there is no comment on this control type for the time period.

 

The 2009 external report (AMEC, 2009) reviewed the check sample data obtained between January 2008 and January 2009 and mentioned that every two months (on average), Musselwhite Mine submitted pulp duplicate samples to ALS Chemex for external check assays. However, it was noted that the mine processed these samples using the same method as for internal pulp duplicate samples. The check samples were therefore only useful to assess analytical accuracy (and not preparation procedures).

 

The 2018 external report by Analytical Solutions (ASL) commented that each month, 5% of samples analysed at Actlabs are submitted to the Musselwhite Mine laboratory for check assaying; check assay pairs were noted to agree well for samples containing >0.2 g/t gold. The report further concludes that 82% of the check assay pairs above 0.5 g/t report within ± 25%, which is comparable to routine assay reporting and meets reasonable quality expectation. For check assay results below 0.2 g/t gold, ASL concluded that the mine laboratory is biased high with respect to Actlabs (by up to 10 to 20%). The report further concludes that large percentage differences were likely due to the mine laboratory’s higher detection limit than Actlabs.

 

Representative results from the check assay programs completed on pulp samples in April 2018 and May 2019 are presented in Figures 11.20 and 11.21, respectively. Strong correlations (>0.9) were noted in both programs, which supports good practices being applied in both internal and external labs. The check assay program is noted to occur on a monthly basis on approximately 5% of the samples analysed at Actlabs.

 

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Figure 11.20 – Pulp Check April 2018

 

 

Source: Goldcorp, 2018

 

Figure 11.21 – Pulp Check May 2019

 

 

Source: Goldcorp, 2019

 

11.2.7 Specific Gravity

 

There was no SG verification work described in the 2009 audit by AMEC nor in any of the monthly reports reviewed for the Goldcorp era.

 

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11.3 Newmont (2019 – Present)

 

11.3.1 Sample Preparations

 

All resource and inventory drilling is NQ core and half-sawn for sampling. Reserve drilling is all NQ core, with 20% half cut for sampling and 80% whole core sampled. Whole core sampling of reserve core started in 2023 based on recommendations from the 2022 East Limb resource model internal peer review.

 

Core intervals selected for assay will be selected by the geologist in accordance with standard operating procedure NEM-MWM-EXP-003 Drill Core Sampling and the Teching, Logging, Sampling Best Practices. The Exploration Core Cutter inserts four granite cut-off samples in every 100 samples at designated intervals based on sampling completed by the Musselwhite Exploration Geologist. Four (4) individual Certified Reference Material (CRM) packets, in every 100 samples, are entered into the sampling stream at designated intervals by the Exploration Core Cutter.

 

The Exploration Geologist chooses which standard to use at their discretion. Dispatched crates carrying zip-tied rice bags filled with plastic-bagged core samples are shipped from Musselwhite Mine warehouse via Manitoulin Transport. To avoid delays in getting crates directly to the external assay laboratory (Activation Laboratories Ltd.; “Actlabs”, the best practice is to not load sample crates on Saturdays. The unlocked transport trucks overnight in Pickle Lake at the unsecured Sigfusson Northern lot off the highway. The crates are not transferred from their original container or truck. The transport then stops at the Manitoulin depot in Dryden, Ontario. The truck is unloaded and sorted into destination areas (local, east, west) and loaded onto other trucks. Crates destined for Actlabs Dryden (primary external assay lab) are sent there.

 

In Dryden, the crates are dropped off inside the Actlabs building; samples are never stored outside pre-analysis. Once received by an Actlabs facility, the samples are unpacked, sorted by hand, and recorded. This record is cross referenced with the Request for Analysis that was sent with the crate. Actlabs may also forward Musselwhite Mine samples to their other laboratories in the region depending on capacity (Geraldton and Thunder Bay) with approval from the site database administrator. Prior to June 2021, Musselwhite Mine samples were also dispatched to Actlabs in Geraldton, Ontario.

 

11.3.2 Analytical Methods

 

Musselwhite samples are analyzed by Actlabs in Dryden (or other regional facilities), Ontario, using the following methods:

 

Crushing

 

>80% of the crushed sample passed through a 2 mm mesh screen. Crusher sieve tests are completed on the first 5 samples in a dispatch and again on samples that are multiples of 50 to ensure they are passing at 2 mm.

 

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Pulverizing

 

>95% of the ring pulverized pulp passes a 106 µm mesh screen. A pulverizer test is completed on the first sample of the dispatch containing greater than 100g of material and again on every 50th sample.

 

Analysis

 

Tray size for the wet lab is 42 samples with 35 samples being client samples, and 7 Activation Laboratories Ltd.’s (Actlabs) internal quality control (QC) samples randomly placed. The seven (7) QC samples include 2 blanks, 2 CRMs and 3 duplicated (including pulp and prep duplicated).

 

Actlabs conducts fire assay fusion with an Atomic Absorption (AA). If the resulting gold content is greater than 10 g/t, the analysis is repeated with a gravimetric finish. Actlabs’ internal quality assurance/quality control (QA/QC) policy is an allowable 1% contamination from previous sample, measured in the blank material, and the CRMs are required to be within 3 standard deviations of the accepted value.

 

11.3.3 QA/QC

 

The QA/QC Geologist evaluates the reference material for passing within 3 standard deviations from average based on the standard’s certificate of analysis. If there is a failure, the pulp re-assays are requested from the analytical lab; the re-assays include samples above/below the failure that are to/from the area of influence for another passing standard/blank. If the re-assay fails, the appropriate action is chosen with the involvement of the Exploration Manager, Exploration Supervisors and Exploration Geologists.

 

All failures, re-assays, standard swaps, and further investigations are documented for audit purposes by the QA/QC Geologist.

 

11.3.3.1 Field Duplicates

 

The QA/QC Geologist does not evaluate these types of duplicates for failures. The results are reported in the monthly QA/QC report.

 

11.3.3.2 Prep and Pulp Duplicates

 

At Musselwhite, the prep and pulp duplicates analyzed are part of the assay laboratory’s internal QC standards.

 

The QA/QC Geologist does not evaluate these types of duplicates for failures that would result in re-assay. The results are reported in the monthly QA/QC report.

 

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11.3.3.3 Third Party Umpire Checks

 

1% of drill core samples sent to an external laboratory are returned, as pulp, to Musselwhite for re-analysis at the Musselwhite Internal Lab. Pulps are selected by the QA/QC Geologist to represent the grades that are typically seen in the deposit; certified reference material is inserted into the sample stream prior to re-analysis.

 

The QA/QC Geologist does not evaluate umpire checks for failures. The results are reported in the monthly QA/QC report.

 

11.3.3.4 Specific Gravity (Density) Sampling

 

During the monthly logging peer review, which investigates 5% of holes logged during the month, the Exploration Geologist re-measures the SG samples of the investigated holes. This is completed on-site at Musselwhite Mine. Moreover, beginning in January 2023, external checks are also completed by sending 5% of specific gravity samples to Actlabs Dryden for measurement; the sample may also be sent to other regional facilities at the discretion of the Dryden lab manager.

 

The QA/QC Geologist includes reference to the reproducibility of SG measurements taken for the logging peer review in the monthly QA/QC report.

 

11.3.4 Laboratory Audits

 

The QA/QC geologist and/or an Exploration Geologist will do a random laboratory visit annually provided personal safety is not a factor.

 

11.3.5 Reporting

 

The QA/QC Geologist is responsible for the monthly and annual QA/QC reporting. Reports are submitted to the Exploration Manager and Exploration team.

 

It is the responsibility of the QA/QC Geologist, Exploration Manager and Exploration Supervisors to ensure that QA/QC procedures, including corrective actions, are maintained and documented.

 

11.3.6 Data Management

 

Certificates of Analysis are received from Actlabs in both PDF and .csv form.

 

Assay results will be reviewed for QA/QC as soon as possible by the QA/QC Geologist. Once data has been sufficiently vetted, the QA/QC Geologist will approve the data within the AcQuire EXPLORATION database on the MUSVSQLPRD01 server.

 

All QA/QC failures will be documented in the AcQuire database and listed in an excel tracking sheet that are available for future audits or investigations.

 

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Once diamond drills holes are sign-off and finalized, meaning all aspects of the drill hole has been checked for data accuracy, quality, and completeness, the hole will be ‘locked’ to prevent any data modifications.

 

Review of monthly Exploration Geology QC reports indicated that Musselwhite Exploration Department standard operating procedures and requirements were set-forth by Newmont’s Global guidance documents and that the results of the assays and other QA/QC work was reported monthly.

 

The monthly reports acknowledge that exploration and production drill hole samples were sent to Activation Laboratories (Actlabs) located in either Dryden, Ontario or Geraldton, Ontario, where the samples (including inserted control materials) are crushed, pulverized and analyzed.

 

The reports go on to confirm that in addition to the Exploration Department inserting certified reference material (CRMs), blanks and duplicates for quality control; there are several other quality control measures explored. Pulp checks are completed on 1% of samples sent to Actlabs by the Internal lab. Actlabs sieve tests on Musselwhite samples are also included in the reports.

 

Additional data and documentation for all sample QA/QC processes at Musselwhite Mine, Internal Lab monthly QA/QC reports, sample preparation at each lab and chain of custody documents are noted as being available.

 

Notable was a change made to CRM insertion protocols by Newmont in February 2020:

 

“For quality control by the Exploration Department, 4 different certified standards (CRMs) are inserted for every 100 samples and a blank is inserted every 20 samples. Mid-February, we switched all labs from the CDN Resource material to OREAS material with the expectation that the OREAS standards will perform better based on studies presented in EXPLORE magazine (December 2015, Gold Homogeneity in Certified Reference Materials; a Comparison of Five Manufactures). Our standards cover a range gold content that is experienced at Musselwhite.”

 

11.3.7 Standard Samples

 

Four (4) individual Certified Reference Material (CRM) packets, in every 100 samples, are entered into the sampling stream at designated intervals by the Exploration Core Cutter.

 

For CRMs, the certified reference value +/- three standard deviations (3SD) is considered an acceptable range. Values falling outside the three standard deviations require a re-assay; if the re-assay fails then another re-assay or an investigation, including discussions with the laboratory, may be required at the discretion of the QP.

 

The earliest annual CRM performance reports made available for review by the QP during Newmont’s ownership comes from the 2021 and 2022 Resource Model MW Exploration Geology QC Reports.

 

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The 2021 Newmont QA/QC report states that a total of 20,809 regular assay samples were returned during the period between May 23rd, 2020, and July 5th, 2021. Of these, 897 results were rejected and re-assays were requested due to CRM or blank failures. This indicates a combined failure rate of less than 5% of the total samples.

 

The CRM standards used in 2021 included OREAS 216B, OREAS 219, OREAS 229, OREAS 237, OREAS 238, and OREAS 239.

 

The failure rates for these standards are summarized in Table 11.2.

 

Table 11.2 – CRM Standards Failure Rates: 2021

 

CRM Results Fails Fail %
OREAS 216B 215 15 7.0%
OREAS 219 222 6 2.7%
OREAS 229B 206 4 1.9%
OREAS 237 40 3 7.5%
OREAS 238 204 7 3.4%
OREAS 239 33 3 9.1%
Total 920 38 4.1%

 

The 2022 report states that a total of 69,090 regular assay samples were returned during the period between July 6th 2021 and July 20th, 2022; an additional 3,085 blanks (4.5% of total) and 3,074 standards (4.4% of total) were also inserted into the sample stream.

 

The CRM standards used in the beginning of the period included OREAS 216B, OREAS 219, OREAS 229, OREAS 237, OREAS 238, and OREAS 239; however, three of these were discontinued and replaced, as follows:

 

OREAS 211 replaced OREAS 219;

 

OREAS 241 replaced OREAS 216B, and;

 

OREAS 243 replaced OREAS 229B.

 

Additionally, OREAS 238 was not replaced when supplies ran out, however, the reason was not disclosed.

 

The failure rates for the CRM standards used in 2022 are summarized in Table 11.3.

 

Table 11.3 – CRM Standards Failure Rates: 2022

 

CRM ID# Results Fails Fail %
OREAS 211 6 1 16.7%
OREAS 216B 522 23 4.4%

 

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CRM ID# Results Fails Fail %
OREAS 219 539 23 4.3%
OREAS 229B 468 21 4.5%
OREAS 237 495 16 3.2%
OREAS 238 525 29 5.5%
OREAS 239 493 25 5.1%
OREAS 243 493 26 5.3%
Total 3541 164 4.6%

 

Most recently, Newmont’s 2023 Musselwhite Resource QA/QC Report lists the following as certified reference and blank materials used for drilling in 2023 (Table 11.4).

 

Table 11.4 – Certified Reference and Blank Materials: 2023

 

Standard ID Standard Type Lab Method Best Value
(g/t)
St. Dev Material Type Min
3SD
Max
3SD
OREAS 219 (discontinued) CRM AA 0.76 0.024 Greenstone-hosted ore blend 0.688 0.832
OREAS 211 CRM AA 0.768 0.027 Greenstone-hosted ore blend 0.687 0.849
OREAS 216B (discontinued) CRM AA 6.66 0.158 Greenstone-hosted ore blend 6.186 7.134
OREAS 241 CRM AA 6.91 0.309 Greenstone-hosted ore blend 5.98 7.84
OREAS 237 (discontinued) CRM AA 2.21 0.054 Metasediment-hosted orogenic blend 2.05 2.37
OREAS 237B CRM AA 2.26 0.067 Metasediment-hosted orogenic blend 2.06 2.46
OREAS 238 (Not replacing) CRM AA 3.03 0.08 Stockwork gold blend 2.79 3.27
OREAS 239 (discontinued) CRM AA 3.55 0.086 Metasediment-hosted orogenic blend 3.29 3.81
OREAS 239B CRM AA 3.61 0.11 Metasediment-hosted orogenic blend 3.28 3.94
OREAS 229B (discontinued) CRM GRAV 11.95 0.288 Greenstone-hosted ore blend 11.086 12.814
OREAS 243 CRM GRAV 12.39 0.306 Greenstone-hosted ore blend 11.48 13.308
Granite Blank Blank AA 0.05 0.017 Granite cut-offs locally sourced    

 

 

The results for all CRM tests are summarized in the Box and Whisker Graph in Figure 11.22, with individual Standard Performance Charts for selected CRMs from 2023 presented in Figure 11.23 to Figure 11.29. Overall, the labs appear to be performing reasonably well with relatively low

 

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coefficients of variation (<3%) indicated, in addition to very few failures from the data reviewed. Moreover, there does not appear to be any major issues with bias or calibration drift, and the QA/QC Geologist continues to monitor CRM performance in order to investigate noted trends with the laboratory, or make adjustments to the standards used as needed to track overall lab performance.

 

Figure 11.22 – Standards Box and Whisker Results: 2023

 

Source: Newmont, 2023

 

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Figure 11.23 – CRM Results for OREAS 211

 

Source: Newmont, 2023

 

Figure 11.24 – CRM Results for OREAS 216B

 

Source: Newmont, 2023

 

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Figure 11.25 – CRM Results for OREAS 229B

 

Source: Newmont, 2023

 

Figure 11.26 – CRM Results for OREAS 237

 

Source: Newmont, 2023

 

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Figure 11.27 – CRM Results for OREAS 237B

 

Source: Newmont, 2023

 

Figure 11.28 – CRM Results for OREAS 238

 

Source: Newmont, 2023

 

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11.3.8 Blank Samples

 

Monthly QC Reports dating from 2019 onward provide statistics and graphs of blank sample assay values.

 

The monthly reports state that for barren granite cut-offs, quality control is first done during the initial import of the assays from either lab (Musselwhite or Actlabs). If the QC sample fails at 3 standard deviations, re-runs are requested. Once the re-runs come back, they are checked to ensure the QC. If not, then they will be investigated further as to the cause of the failure. All failures are documented.

 

For due diligence, several quality control measures completed by the lab are also documented. These include duplicate analyses for systematic issues; in addition, random pulps (at least 5% each month), from Actlabs are sent to the Internal Lab as an additional check on quality.

 

The 2021 Resource Model MW Exploration Geology QC Report stated that 20,809 regular sample assays were returned between May 23rd, 2020 and July 5th, 2021. Of these, 123 results were from the Musselwhite internal Lab and 20,686 results from Actlabs. A total of 936 blank and 925 standard results were returned, of which, 5 blanks and 5 standards were from the Internal lab and 931 blanks and 920 standards were from Actlabs. It was reported that there were only two failures from those sent to Actlabs (0.2%), and zero failures from those sent to the internal mine lab.

 

The 2022 Resource Model MW Exploration Geology QC Report states that of 69,090 regular sample assays, 3085 blanks were inserted, returned and loaded between July 6th, 2021 and July 20th, 2022.

 

Of the 3,085 results received from Actlabs, there were two (2) failures identified (F194000 and F195940) from which the remaining core was sent for re-assay and results returned within limits.

 

As indicated above in Table 11.4, the standard blank material used at Musselwhite is a locally sourced granite (cut-offs), which has been determined to have an accepted value of 0.05 g/t Au with a standard deviation of 0.017.

 

A total of 4,480 blank control samples were submitted for analysis in 2023; results are summarized in Figure 11.29. As the plot shows only one (1) sample to be a gross failure, it is clear that the lab is performing at a high level in terms of sample preparation practices to avoid cross-contamination between samples.

 

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Figure 11.29 – Blanks Results: 2023

 

Source: Newmont, 2023

 

11.3.9 Duplicate Samples

 

Monthly QA/QC reports from May 2018 and May 2019 indicated that duplicate samples were assayed and compared over this time period.

 

The May 2018 QA/QC report indicated that for pulp analysis duplicates, the internal lab randomly selected duplicates for re-assay from the unsplit output of the automated crusher pulverizer. The failure rate with %Difference above 20% was 43.5%, which is considered relatively high.

 

Similarly, the May 2019 QA/QC report stated that pulp duplicate splits were randomly selected by the internal lab using a threshold set at 10x the detection limit (0.1 g/t). The failure rate with %Difference above 20% was indicated at 43.75%. It was once again concluded that the pulp assay variance among duplicates was quite high compared to past performance. Results were likely exaggerated due to the low values (< 2g/t) of the samples. No corrective measures were documented.

 

The May 2020 QA/QC report stated that for duplicates assayed at Actlabs: i) of 14 core duplicate split samples taken (with grade greater than 10xDL lower limit of 0.05 g/t), 64.3% had a % difference greater than 20%; ii) of 16 coarse reject split samples taken (with grade greater than 10xDL lower limit of 0.05 g/t), 18.75% had a % difference greater than 20%, and; iii) of 57 pulp split samples

 

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taken (with grade greater than 10x the detection limit of 0.05 g/t), 10.5% had a % difference greater than 20%.

 

The 2021 Resource Model MW Exploration Geology QC Report states the following:

 

For half-cut field duplicates, there were 171 field duplicate samples taken, from which 107 samples >10x the lower detection limit (0.05 g/t) were analysed. Based on the same criteria, 174 of 296 lab prep duplicates and 681 of 1,816 lab pulp duplicates were analysed.

 

The results indicated that prep and pulp duplicate assays were returned in the acceptable range, meanwhile the field duplicates returned elevated values, though still in a reasonable range for the deposit type according to previous studies (Table 11.5).

 

The 2022 Resource Model MW Exploration Geology QC Report outlines the following:

 

For field duplicates, there were 1,783 samples taken, from which 872 samples >10x the lower detection limit (0.05 g/t) were analysed. Based on the same criteria, 406 of 1,224 lab prep duplicates and 1,931 of 6,183 lab pulp duplicates were analysed.

 

Based on the results of the analyses, it may be concluded that both field duplicate and pulp duplicate precision levels need to be monitored though they remain in the general historical range (Table 11.6).

 

The number of field duplicates, prep/reject duplicates, and pulp duplicates included in the 2023 QA/QC Report were 101, 597, and 2,730 samples, respectively.

 

It was noted that beginning in 2023, all underground delineation holes were changed to whole core sampling.

 

The results for field duplicate, prep duplicate and pulp duplicate precision and bias testing are presented in Figure 11.30 to Figure 11.32, respectively.

 

The results from all three types of duplicate analyses are also summarized in Table 11.7.

 

 

 

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Table 11.5 – Duplicate Results: 2021

 

Data N Precision 1 Precision 2 Bias P50 Primary Grade Duplicate Grade Assay Bias Failure %
Actual NMC Target Theory Actual NMC Target Theory
Field Dupl. 107 35% ≤20% 23% 84% ≤40% 47% 6.8% 1.62 1.55 4.0% 18%
Prep Dupl. 174 10%   17% 24%   33% 0.0% 1.67 1.62 2.7% 1%
Pulp Dupl. 681 7%   8% 20%   16% 0.0% 1.89 1.87 1.1% 8%

 

Table 11.6 – Duplicate Results: 2022

 

Data N Precision 1 Precision 2 Bias P50 Primary Grade Duplicate Grade Assay Bias Failure %
Actual NMC Target Theory Actual NMC Target Theory
Field Dupl. 872 34% ≤20% 23% 79% ≤40% 47% -0.8% 4.31 4.22 2.2% 20%
Prep Dupl. 406 11%   17% 27%   33% 1.5% 2.58 2.55 1.2% 0%
Pulp Dupl. 1931 9%   8% 24%   16% 0.4% 1.63 1.62 0.6% 14%

 

Table 11.7 – Duplicate Results: 2023

 

Data N Precision 1 Precision 2 Bias P50 Primary Grade Duplicate Grade Assay Bias Failure %
Actual NMC Target Theory Actual NMC Target Theory
Field Dupl. 1001 33% ≤20% 24% 83% ≤40% 48% 0.0% 4.92 5.07 -2.9% 17%
Prep Dupl. 597 14%   18% 27%   36% -1.0% 2.54 2.51 0.9% 2%
Pulp Dupl. 2730 11%   8% 27%   16% -0.1% 3.40 3.38 0.7% 20%

 

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Figure 11.30 – Field Duplicate Precision and Bias

 

Source: Newmont, 2023

 

Figure 11.31 – Prep Duplicate Precision and Bias

 

Source: Newmont, 2023

 

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Figure 11.32 – Pulp Duplicate Precision and Bias

 

Source: Newmont, 2023

 

The results indicated that the performance of the field and pulp duplicates are outside 2SD of theory.

 

The field duplicates reflected the homogeneity of the Musselwhite sampled lithologies. However, the pulp failure rate could be linked to the sample grades; samples with failures average a grade of 0.346 g/t, whereas the samples that are within 2SD average 3.846 g/t.

 

Due to the transition between AcQuire and GED at the time, not all lab locations could be identified so the results included all Actlabs locations for data analysis.

 

11.3.10 Crush and Grinding Size Tests

 

Crush and pulp sieve tests have been supplied by Actlabs in Thunder Bay, Dryden, Fredericton, North Bay, and Timmins since the beginning of 2022 until May 2023 for the finalized drill holes that are a part of the 2023 Resource Model.

 

For the crush sieve tests, 2,428 sieve tests were conducted and passed along to the 2023 Resource QA/QC Report QP. Several fails where corrective action was taken along with a re-test. A few did not have corrective action indicated but would have been followed up in the monthly report.

 

For the pulp sieve test, 2065 sieve tests were conducted and passed along to the 2023 Resource QA/QC Report QP. There were several failures where the corrective action and re-test was supplied, few did not have corrective action indicated but would have been followed up at the monthly report.

 

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Sieve reports prepared by Actlabs are subject to data entry error because all is hand-typed from their logbooks. It is up to the author to initiate an investigation into failures, without explanation already provided, each month but most often, the error is a result of data entry.

 

11.3.11 Specific Gravity

 

Specific gravity measurements were taken at Musselwhite Mine by Newmont Exploration Geologists and quality control was done by the geologist doing the monthly logging peer review by re-measuring selected samples in the exploration and production drill holes.

 

As of January 2023, external checks were done by sending 5% of specific gravity samples to Actlabs Dryden where secondary gravity measurements were taken; the samples could also be sent to other regional facilities at the discretion of the Dryden lab manager.

 

In the 407 finalized holes, there were 7,437 SG measurements taken. Musselwhite began to send density samples to Actlabs for QC purposes in January 2023; as a result, there were 191 data pairs available for comparison. Prior to sending to Actlabs, the geologist would do QC checks as part of the logging review process; 164 results were available for comparison. The QA/QC check compliance rate was at 4.8% for the suite of drill holes.

 

The results of the density quality control check from the 2023 Resource QA/QC Report are illustrated in Figure 11.30. Overall, there is a strong correlation around the 1:1 line, however the quality check showed more variability than ideal. It was recommended to check the lab’s scale calibration log for accuracy, and to verify whether internal standards were being used to ensure precision in their own technique.

 

Figure 11.33 – 2023 Density Quality Control Check

 

Source: Newmont, 2023

 

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11.4 Security

 

The Musselwhite Mine is an enclosed site with perimeter fence and security services supplied by Synterra Security Solutions LP (Synterra).

 

Synterra is a majority First Nation owned company in partnership with the Canadian Security Management, Naicatchewenin Development Corporation, Wunnumin Lake First Nation, and Kingfisher Lake First Nation.

 

With regards to sample security for QA/QC the chain of custody records are maintained using tamperproof security tags which are applied to the sample the sample bags after the core is cut and sampling protocol executed.

 

These tags are not removed until they arrive at Actlabs which is the accredited laboratory where the assays are performed.

 

All transport of assay samples is executed by Manitoulin Transport.

 

11.5 Qualified Person’s Opinion

 

It is of the QP’s opinion that the SOPs employed by Musselwhite Mine in the sampling and analysis of drill core samples, including the implemented QA/QC program, do not lead to any factors that may significantly impact the integrity of the data. As such, the QP believes the data to be of sufficient reliability and therefore adequate for the purposes of the Mineral Resource Estimate.

 

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12 DATA VERIFICATION

 

Following review of public records and the reports provided by the Musselwhite site team, information on historical data verification efforts was found to be limited. Some of the earliest accounts identified were by AMEC for Kinross in 2003 and Goldcorp in 2006, as outlined below.

 

12.1 AMEC – 2003 Data Verification (Kinross)

 

ASCII format files containing all of the drill hole header, survey, lithology, and assay data were obtained from Musselwhite’s Vulcan drill hole database. The database consisted of 3,261 drill hole records containing 260,085 assay records. AMEC imported the files into a Microsoft Access database to conduct validation exercises on the header, survey, and assay data.

 

The assay database was initially checked by sorting all of the records according to gold grade. The highest value in the database was 761.83 g/t Au in hole #0325. This value agreed with the assay entered into the drill log (original assay certificates were not available for corroboration). The lowest value in the database was –1, which had been assigned to a total of 555 records. To flag missing samples, no negative values were used to estimate the resource.

 

The assay database was further checked by comparing the dumped assays for 17 randomly selected holes (0.5% of the database) against the source data. The source data consisted of Musselwhite’s Laboratory Information Management System (LIMS) for holes drilled since 1996. For drill holes completed before 1997, the values entered into the drill logs were used as the source data, as the original assay certificates were not available for validation purposes. No errors were found in this validation exercise.

 

The dumped collar location data and downhole survey data for the same 17 holes were also checked against the source data in the drill logs. Once again, no original records were available for validation purposes, other than the values entered into the drill logs. All of the downhole surveys for these holes were completed with a Sperry-sun instrument. As with the assay validation, no errors were discovered in this exercise.

 

AMEC concluded that the assay and survey database acquired at the time for the Musselwhite Mine was sufficiently free of errors to be reasonable and sufficient for Mineral Resource Estimation.

 

12.2 AMEC – 2006 Data Verification (Goldcorp)

 

Text and ASCII format files containing all of the drill hole header, survey, lithology, and assay data were obtained from Musselwhite’s Vulcan drill hole database for the PQ Deeps, Esker and T-Antiform deposits. The complete Musselwhite Mine database consisted of 4,266 drill hole records containing 382,526 assay records. At the time, AMEC imported the files into a Microsoft Access database to conduct validation exercises on the header, survey, and assay data.

 

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The assay database was checked by comparing the dumped assays for 20 randomly selected holes (0.5% of the database) against the source data. The source data consisted of Musselwhite’s Laboratory Information Management System (LIMS) for holes drilled since 1996. No errors were found in this validation exercise.

 

The dumped collar location data and downhole survey data for the same 20 holes were also checked against the source data in the drill logs and against the respective plotted paper sections. All of the downhole surveys for these holes were completed with a Maxibor instrument. As with the assay validation, no errors were discovered in this exercise.

 

At the time, AMEC concluded that the assay and survey database acquired at the time for the Musselwhite Mine was sufficiently free of errors to be considered reasonable and adequate for Mineral Resource Estimation purposes.

 

12.3 Newmont – 2020 Data Verification (Internal)

 

An internal Reserve and Resource Review (3R) was completed for Musselwhite in September and October 2020. No material issues were found in the reporting of the 2019 and the preliminary 2020 mineral resource and mineral reserve estimates. There were 13 moderate (system-wide) findings from the 3R, only one of which was related to geology and data collection practices. All moderate findings had action plans which were completed by December 2021.

 

Since that time, one of the mineral processing items was revised to a Critical Risk. An outcome of the metallurgical accounting audit issued in 2021 identified that the mill did not have a feed sample for head-grade check-in verification purposes. This critical risk finding was resolved in 2023 by adding a mill feed sampler to the grinding circuit in the mill.

 

Additionally, internal peer reviews by site-based Qualified Persons were completed on the annual geology and resource models, as well as the final production shapes generated for resource and reserve declarations. Findings and recommendations from these peer reviews are further discussed in Sections 25 and 26.

 

The current QP has reviewed various of the described internal reviews and considers the employed methodologies to be reasonable and adequate for data verification purposes.

 

12.4 DRA – 2024 Data Verification (Orla Mining)

 

The current QP visited the Musselwhite Mine on November 6 and 7, 2024. The primary aims of the visit were to meet and hold technical discussions with site personnel, better understand the nature of the alteration and mineralization with respect to the host rocks and surrounding geology, review current interpretations and modelling approaches, and address several geological functions, including:

 

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Drilling, logging and sampling procedures;

 

Data collection, treatment and storage;

 

Analytical and QA/QC procedures, and;

 

Core/reject sample chain of custody and storage processes.

 

To improve understanding of the deposit-scale geology and related mineralization styles, multiple stops were made as part of an underground tour of the East Limb deposits, including the 1195 mL ramp, a crosscut on the 1445 mL and a longitudinal drive on the 1320 mL.

 

The stop in the 1195 mL ramp area was precipitated by safety precautions while waiting for an earlier morning blast to clear. However, it afforded the opportunity to get situated within the 3D geometry of the orebody and observe several rock types common to the East Limb, including the non- to poorly mineralized 4B and 4F lithofacies of the Northern Iron Formation (NIF) as well as the Upper Volcanic mafic unit (Figure 12.1).

 

Figure 12.1 – Common East Limb Rock Types in the East Limb, 1195 mL Ramp Area,
Musselwhite Mine

 

Source: DRA, 2024

 

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The subsequent stop in the 1445 mL 14314N crosscut was instrumental to understand the styles of alteration and mineralization in the PQ Deep zones, which represent the vast majority of remaining reserves in the current LoM plan. The main mineralized 4EA lithofacies of the NIF was observed over a broad interval (cut by a metre-scale ultramafic dyke), with mineralization clearly associated with abundant pyrrhotite replacement and quartz veining/flooding of the iron formation (Figure 12.2). Common gangue minerals identified include garnet (almandine), amphibole (grunerite) and biotite. As the crosscut extended slightly beyond the most intense sulfide mineralization, it was noted that garnet abundance appears to increase towards the margins of fluid flow and into non-mineralized equivalents of the dominant host rocks.

 

Figure 12.2 –PQ Deeps Alteration and Mineralization Styles, 1445 mL – 14314N Crosscut,
Musselwhite Mine

 

Source: DRA, 2024

 

The third stop was in the 1320 mL longitudinal ore drift north within what is classified as the Lynx zone, interpreted as an equivalent to the PQ Deeps located higher along the East Limb. It was evident that alteration and mineralization styles in the mineralized 4EA here closely resemble those observed during the previous stop, supporting this interpretation. It was an interesting exposure to better understand the mining approach; senior production geology staff explained that these longitudinal drives aim to closely position the west wall along the contact with the non- to weakly mineralized 4F lithofacies (Figure 12.3).

 

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Figure 12.3 –Lynx Zone Alteration and Mineralization Styles, 1320 mL Longitudinal Ore Drift
North, Musselwhite Mine

 

Source: DRA, 2024

 

Although no proper drill collar location or orientation check surveys were conducted during the course of this underground tour, a couple instances of exposed drill holes along the walls of visited headings/drives were identified (Figure 12.4). It was clear from approximations that the locations of these holes closely matched the corresponding drill hole traces on provided vertical sections and level plans. As a result, it appears that the systems in place at Musselwhite for drill collar and downhole surveys are both reasonable and adequate.

 

Figure 12.4 –Underground Drill Hole Location Verification, 1445 mL, Musselwhite Mine

 

Source: DRA, 2024

 

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The final stop for the underground portion of the site visit was at a new drill setup in the 1080 mL Exploration Decline. Unfortunately, the drill was not active as it was in the midst of being set up at this location; drilling operations could thus not be directly observed by the QP. It was explained by exploration management that the drill platform is intended as a long-term setup in order to complete infill drilling for reserves upgrades to the north of the ramp.

 

Following the underground tour, a quick visit was also made to a series of outcrop exposures along the southern shore of Opapimiskan Lake. Complex banding and deformation fabrics were observed in poorly mineralized lithofacies of the Southern Iron Formation (SIF), aiding to place the mine deposits in a larger property-scale context.

 

Figure 12.5 – Banding and Deformation Fabrics in Southern Iron Formation (SIF) Outcrops,
South Shore Exposures, Musselwhite Mine

 

 

Source: DRA, 2024

 

The QP was also able to review key drill intercepts from a number of holes from several areas including the Lynx, PQ Deeps (NSD), Redwings and the West Limb zones. The mostly sawn half cores (partial quartered sections) allowed for further inspection of the alteration and mineralization styles common to the Musselwhite Mine. The reviewed intercepts included the following:

 

· 23-LNX-047 (10.5m @ 22.16 g/t Au);

 

· 20-NSD-003 (8.2m @ 12.64 g/t);

 

· 18-NSD-006 (12.5m @ 11.07 g/t);

 

· 24-RDW-007 (7.2m @ 6.8 g/t);

 

· 18-WEL-018 (11.2m @ 9.92 g/t); and

 

· 18-WEL-020 (8.3m @ 4.81 g/t).

 

Observations from the Lynx (LNX) and PQ Deeps (NSD) holes mirrored the relationships identified during the underground portion of the visit discussed above, with gold grades closely linked to pyrrhotite abundance (Figure 12.6).

 

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Figure 12.6 – Selected Drill Core Photographs Showing Alteration and Mineralization Styles,
Lynx and North Shore Drilling (PQ Deeps), Musselwhite Mine

 

 

Source: DRA, 2024

 

Review of the Redwings intercept highlighted slightly different styles in the Southern Iron Formation, with sulfide mineralization appearing to follow along foliation to a greater extent and less abundant quartz veining (Figure 12.7). It was discussed with the exploration staff that pyrrhotite content appears less directly related to gold grades with occasional semi-massive sulfide intersections.

 

Figure 12.7 – Selected Drill Core Photographs Showing Alteration and Mineralization Styles,
Redwings, Musselwhite Mine

 

 

Source: DRA, 2024

 

Inspection of the West Limb intercepts revealed similar relationships as those from the Lynx and PQ Deeps zones, however, noticeably absent is the 4EA lithofacies. Here, gold grades appear more strongly controlled by chemical and rheological differences between iron formation, mafic volcanics and ultramafic intrusive dykes. Notably, mafic volcanics also act as an important host to gold in the vicinity. It is clear from the reviewed intercepts that gold is strongly associated with pyrrhotite content and increased quartz veining and flooding (Figure 12.8).

 

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Figure 12.8 – Selected Drill Core Photographs Showing Alteration and Mineralization Styles,
West Limb, Musselwhite Mine

 

 

Source: DRA, 2024

 

Unfortunately, no QP check assay samples were able to be collected during the site visit due to time constraints; similarly, no surface exploration drill collars were verified via ground-truthing as weather conditions hampered access to more distal areas with relatively recent drill activity. However, based on the long production life (>27 years) of the Musselwhite Mine and continual positive reconciliation data, there is no significant concern or reason to suspect that the procedures in place are anything less than reasonable and adequate.

 

12.5 Qualified Person’s Opinion

 

The QP is satisfied that not only the presence of gold has been demonstrated at the Musselwhite Mine, but that the site has continued to advance the understanding of the nature and controls on alteration and mineralization, which were substantiated during the QP’s site visit.

 

All geological functions that were observed and/or reviewed with the Musselwhite site team are found to be performed well within industry-best practices. These include logging and sampling procedures, data collection, data treatment and storage, analytical procedures (including QA/QC), and core/sample chain of custody and storage practices.

 

The QP concludes that all processes observed, discussed and/or verified have resulted in data suitable for use in subsequent Mineral Resource Estimation.

 

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13 MINERAL PROCESSING AND METALLURGICAL TESTING

 

13.1 INTRODUCTION

 

The Musselwhite Life-of-Mine (LoM) Plan consists of production from several zones summarized in Table 13.1. PQ Deeps represents 63% of the mill feed over the mine life, followed by Upper Lynx (12%), Lynx (9%) (is also referred as Lynx North) and lesser amounts of West Limb, Redwings, and T-Antiform.

 

Metallurgical test work, including chemical and mineralogical analysis, comminution, gravity separation and cyanidation leaching, was completed to characterize samples from the PQD, LYNX, RDW and WEL zones and evaluate gold extraction using the existing Musselwhite processing flowsheet (described in Section 17).

 

Table 13.1 – Life of Mine Plan by Zone

 

Zone Tonnage
(t)
Grade
(g/t Au)
Distribution
(%, tonnes)
PQ Deeps (PQD) 4,594,524 6.94 63
Upper Lynx (ULYNX) 870,944 4.63 12
Lynx  (LYNX) 623,082 5.21 9
West Limb (WEL) 553,573 5.84 7
Redwings (RDW) 379,677 5.80 5
T-Antiform (TANT) 335,063 4.77 4
Total 7,356,863 6.23 100

 

13.2 Metallurgical Test Work

 

13.2.1 Sample Selection

 

This deposit is a single lithology and considered to be a single metallurgical domain. Variability samples were selected from each zone to represent ore to be processed during the life-of-mine plan as understood at the time of sampling. Metallurgical sampling frequencies, and sample numbers, for each zone were chosen based on Newmont’s Geometallurgical Sample Determination and Collection (Bingo Chart) Guideline and prioritized according to gold grade and tonnage, to represent future production. Deposit complexity, process knowledge and experience, and project stage factors were also incorporated into the calculation. Sample selection was finalized with spatial considerations, including waste at expected dilution levels. Longitudinal views of variability locations and recoveries for PQ Deeps Extension 1, Upper Lynx and Lynx, and Red Wing samples are shown in Figure 13.1 to Figure 13.3, respectively.

 

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Geometallurgical sampling frequencies averaged 61,000 t per recovery variability sample and 140,000 t per comminution variability sample. Sampling frequencies were generally higher in new production zones, than in historical production zones. T-Antiform samples were not considered due to no available drill core, low tonnage and depletion of this zone.

 

Figure 13.1 – PQ Deeps Extension 1 Variability Samples, Longitudinal View

 

 

Source: Orla, 2024

 

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Figure 13.2 – Upper Lynx and Lynx Variability Samples, Longitudinal View

 

Source: Orla, 2024

 

Figure 13.3 – Red Wings Variability Samples, Longitudinal View

 

Source: Orla, 2024

 

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13.2.2 Redwings (2021)

 

Twenty-five (25) variability samples were tested by Newmont Metallurgical Services (NMS) in 2021 to characterize future ore from the Redwings deposit (RDW) and its metallurgical response to the mineral processing flowsheet at Musselwhite. Three (3) master composites were prepared from the variability composite samples to examine the effects of head grade, particle size and cyanide concentrations on gold recovery.

 

13.2.2.1 Chemical and Mineralogical Characterization

 

Chemical analysis was completed on each variability sample and is summarized in Table 13.2. Gold grades of these variability samples were determined by fire assay, averaging 10.55 g/t and ranging between 0.70 and 61.6 g/t. Sulfide sulfur averaged 5.33% and ranged between 1.11 and 21.1 wt.%. The presence of other elements that may be harmful to human health, such as arsenic and mercury, and deleterious with respect to cyanidation, such as copper, was low to below detection limits.

 

Table 13.2 – Summary of Variability Sample Chemical Analysis, RDW

 

Element Units Average Minimum Maximum
Au g/t 10.55 0.702 61.61
C % 1.14 0.46 2.93
CAI % 0.09 0.02 0.26
Fe % 21.70 7.79 40.40
S % 5.68 1.25 21.3
S²⁻ % 5.33 1.11 21.1
Ag ppm 4 <3 9
Al ppm 1,620 361 13,605
As ppm 71 <2 664
Ba ppm 10 <2 53
Be ppm <2 <2 <2
Ca ppm 35,467 12,194 83,650
Cd ppm <30 <30 <30
Co ppm 3 <2 8
Cr ppm 116 9 321
Cu ppm 49 25 330
K ppm 582 352 3,518
Mg ppm 10,732 5,099 27,544
Mn ppm 2,747 1,450 4,489
Mo ppm <2 <2 <2

 

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Element Units Average Minimum Maximum
Na ppm 649 128 5,488
Ni ppm 28 <20 47
Pb ppm 437 <10 437
Sb ppm <25 <25 <25
Se ppm 12 <10 12
Sr ppm 43 10 168
Ti ppm 28 <10 560
Tl ppm 34 <20 170
V ppm 10 <2 19
Yb ppm 96 90 99
Zn ppm 77 28 172

Note:

CAI = Organic carbon

 
           

Semi-quantitative mineralogical analysis was completed by XRD on each variability sample and is summarized in Table 13.3. Quartz, amphibole, magnetite and pyrrhotite were the main mineral phases detected with minor to trace amounts of plagioclase, chlorite, illite/sericite, and biotite identified.

 

Several variability samples contained significant amounts of pyrrhotite, ranging between 10 and 59%. Pyrrhotite, copper and sulfide concentrations in the variability samples were closely associated.

 

Table 13.3 – Summary of Variability Sample Mineralogy, RDW

 

Statistic Qz
(%)
Amp
(%)
Mag
(%)
Po
(%)
Cal
(%)
Dol/Ank
(%)
Median 49 24 20 9 5 1.6
Minimum 3 7 6 2 1.4 0.4
Maximum 75 44 33 59 12 8.0
Note:      
Qz- Quartz Amp - Amphibole Mag – Magnetite Cal – Calcite
Pl- Plagioclase Po- Pyrrohtite Bt – Biotite Grt - Garnet

 

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Head chemical analysis completed on each master composite sample is summarized in Table 13.4. Gold grades of the master composite samples were determined by fire assay and ranged between 2.07 and 15.38 g/t.

 

Table 13.4 – Master Composite Sample Chemical Analysis, RDW

 

Master
Composite
Au
(g/t)
C
(%)
S (%) CAl
(%)
Fe
(%)
S²⁻
(%)
MC-1 2.07 0.85 2.68 0.07 20.5 2.37
MC-2 6.89 0.85 4.72 <0.01 17.6 4.27
MC-3 15.38 1.32 8.37 <0.01 21.6 8.27

Note:

CAI = Organic carbon

           

 

Semi-quantitative mineralogical analysis completed by XRD on each master composite sample is summarized in Table 13.5. Quartz, amphibole, magnetite and pyrrhotite were the main mineral phases detected with minor to trace amounts of plagioclase, chlorite, illite/sericite, and biotite identified.

 

Table 13.5 – Master Composite Sample Mineralogy, RDW

 

Master
Composite
Qz
(%)
Amp
(%)
Mag
(%)
Po
(%)
Cal
(%)
Dol/Ank
(%)
MC-1 42.6 39.8 9.3 5.4   2.9
MC-2 47.2 31.0 5.1 5.6 6.4  
MC-3 49.0 34.1   11.0 2.9 3.0
Note:      
Qz- Quartz Amp - Amphibole Mag – Magnetite Cal – Calcite
Pl- Plagioclase Po- Pyrrohtite Bt – Biotite Grt - Garnet

 

13.2.2.2 Cyanidation

 

A gravity separation was completed on 1 kg of each variability and master composite sample ground to the target P₈₀, prior to cyanidation test work, using a laboratory Knelson concentrator followed by hand panning of the gravity concentrate produced. Each concentrate was dried, weighed, screened and assayed for gold by size fraction. Knelson concentrator and hand panning tails were blended and split, with one half for cyanidation testing and the other half for assay.

 

Gravity gold recovery averaged 31.2% and ranged between 18.1 and 53.1% from the variability composite samples.

 

Twenty-five (25) kinetic leach tests were completed on the gravity tailings of each variability composite sample. Leach test conditions were selected to represent existing processing conditions and are summarized in Table 13.6. Solution samples were taken at 2, 6, 24 and 33-hour intervals

 

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to evaluate gold leaching kinetics and maintain solution chemistry. Cyanidation leach slurries were sparged with oxygen.

 

Table 13.6 –Variability Leach Test Conditions, RDW

 

Test Parameter Units Target
P₈₀ µm 106
Solids Density Solid w/w% 54
pH pH 10.6 - 0.9
Cyanide mg/L 740
Lead Nitrate g/t 280
Dissolved Oxygen ppm 20 - 24

 

Gold recovery averaged 90.2% and ranged between 82.6 and 94.0%. On average, leaching was rapid with 80% of the gold recovered during the first six hours of leaching and final recoveries achieved within 24 hours, as illustrated in Figure 13.4.

 

Figure 13.4 – Cyanidation Leach Kinetics, RDW

 

Source: Newmont, 2021

 

Overall gold recovery, combining gravity and leach recoveries, averaged 93.2% and ranged between 87.5 and 96.3%. The presence of sulfide sulfur has a moderately negative effect on gold recovery, as illustrated in Figure 13.5. Leach test tailings losses were significant for a few of the high-grade variability samples, with correspondingly high concentrations of contained pyrrhotite.

 

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Figure 13.5 – Cyanidation Leach Recovery vs. Sulfide Sulfur Head Grade, RDW

 

Source: Newmont, 2021

 

Hydrated lime consumption averaged 0.95 kg/t and ranged between 0.60 and 1.57 kg/t. Cyanide consumption averaged 0.47 kg/t and ranged between 0.24 and 1.26 kg/t. Increasing sulfide content resulted in increases in both lime and cyanide consumption, as shown in Figure 13.6.

 

Figure 13.6 – Lime and Cyanide Consumption vs. Sulfide Sulfur Head Grade, RDW

 

  

Source: Newmont, 2021

 

Fifteen (15) gravity separation and leach tests were completed on each of the master composite samples to assess the effects of head grade, particle size, and cyanide concentration on gold

 

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extraction. Leach test conditions are summarized in Table 13.7. Solution samples were taken at 2, 6, 24 and 33-hour intervals to evaluate leaching kinetics and maintain solution chemistry.

 

Table 13.7 –Master Composite Leach Test Conditions, RDW

 

Test Parameter Units Targets
P80 µm

MC-1: 75, 100, 125

   

MC-2: 65, 90, 115

 

MC-3: 65, 90, 115

Solids Density Solid w/w% 54
pH pH 10.6 - 0.9
Cyanide mg/L 320, 360, 400, 440, and 480
Lead Nitrate g/t 280
Dissolved Oxygen ppm 20 - 24

 

Gold recovery from two of the three master composite samples was significantly lower than the variability sample recoveries making up each composite sample, at baseline conditions, as shown in Table 13.8. This could not be explained from the test data, and for this reason the master composition test work results were not considered further.

 

Table 13.8 – Master Composite Baseline Leach Test Recoveries, RDW

 

Estimate Units MC-1 MC-2 MC-3
Master Composition Test Result % 90.1 85.5 81.5
Aggregate Variability Test Result % 91.0 93.2 93.3

 

13.2.3 Lynx (2022)

 

Twenty-six (26) variability composite samples were tested by NMS in 2022 to future ore from the Lynx deposit and its metallurgical response to the mineral processing flowsheet at Musselwhite. Three (3) master composites were prepared from the variability composite samples to examine the effects of head grade, particle size and cyanide concentrations on gold recovery.

 

13.2.3.1 Chemical and Mineralogical Characteristics

 

Chemical analysis was completed on each variability composite sample and is summarized in Table 13.9. Gold grades of the variability samples were determined using the screen fire assay method, averaging 6.31 g/t and ranging between 0.54 and 16.56 g/t. Sulfide sulfur averaged 1.37% and ranged between 0.32 and 3.41 wt.%. The presence of other elements that may be harmful to human health, such as arsenic and mercury, and deleterious to cyanidation leaching, such as copper, was low to below detection limits.

 

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Table 13.9 – Summary Variability Sample Chemical Analysis, Lynx

 

Element Units Average Minimum Maximum
Au g/t 6.31 0.54 16.56
C % 0.29 0.12 0.47
CAI % 0.09 0.05 0.20
Fe % 24.9 22.2 27.9
S % 1.48 0.34 3.79
S²⁻ % 1.37 0.32 3.41
Ag ppm <3 <3 <3
Al ppm 30,171 19,069 39,036
As ppm 13 <2 135
Ba ppm 143 72 209
Be ppm <2 <2 <2
Ca ppm 14,901 10,927 18,359
Cd ppm 25 <30 36
Co ppm 14 7 20
Cr ppm 189 129 266
Cu ppm 121 17 219
K ppm 7,350 3,705 11,231
Mg ppm 12,146 8,697 14,428
Mn ppm 3,678 2,535 4,468
Mo ppm 0 <2 3
Na ppm 3,720 1,915 6,031
Ni ppm 44 36 53
Pb ppm <10 <10 <10
Sb ppm <25 <25 <25
Se ppm <10 <10 <10
Sr ppm 52 38 66
Ti ppm 1,774 1,333 2,359
Tl ppm 570 408 755
V ppm 61 43 81
Zn ppm 99 48 130

Note:

CAI = Organic carbon

 

Semi-quantitative mineralogical analysis was completed by XRD on each variability composite sample and is summarized in Table 13.10. Amphibole, quartz, garnet, and biotite were the main

 

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mineral phases detected with minor to trace amounts of plagioclase, chlorite, illite/sericite, magnetite, calcite and pyrrhotite identified.

 

Table 13.10 – Summary of Variability Sample Mineralogy, Lynx

 

Statistic Qz
(%)
Amp
(%)
Pl
(%)
Po
(%)
Bt
(%)
Grt
(%)
Median 25 36 4 3 11.5 10
Minimum 20 27 3 0.5 5  
Maximum 34 50 7 8 18 20

Note:

Qz- Quartz          Amp - Amphibole          Mag – Magnetite         Cal – Calcite

Pl- Plagioclase   Po- Pyrrohtite                Bt – Biotite                   Grt - Garnet

 

Head chemical analysis completed on each master composite sample is summarized in Table 13.11. Gold grades of the master composite samples were determined using the screen fire assay method, and ranged between 3.75 and 9.85 g/t.

 

Table 13.11 –Master Composite Sample Chemical Analysis, Lynx

 

Master
Composite
Au
(g/t)
C
(%)
S
(%)
CAl
(%)
Fe
(%)
S²⁻
(%)
 
MC-1 3.75 0.36 1.26 0.11 23.0 1.16  
MC-2 5.71 0.27 2.04 0.09 23.7 1.91  
MC-3 9.85 0.29 2.68 0.13 23.7 2.45  

Note:

CAI = Organic carbon

 

Semi-quantitative mineralogical analysis completed by XRD on each master composite sample is summarized in Table 13.12. Amphibole, quartz, garnet, and biotite were the main mineral phases detected with minor to trace amounts of plagioclase, chlorite, illite/sericite, magnetite, calcite and pyrrhotite identified.

 

Table 13.12 –Master Composite Sample Mineralogy, Lynx

 

Master
Composite
Qz
(%)
Amp
(%)
Pl
(%)
Po
(%)
Bt
(%)
Grt
(%)
MC-1 25 38   1.8 14 8
MC-2 25 37   5 10 13
MC-3 27 36 2 6 10 12

Note:

Qz- Quartz          Amp - Amphibole          Mag – Magnetite         Cal – Calcite

Pl- Plagioclase   Po- Pyrrohtite                Bt – Biotite                   Grt - Garnet

 

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13.2.3.2 Comminution

 

Seven (7) variability composites were selected for comminution test work. Bond Abrasion Index (Ai), Bond Rod Mill Work Index (RWi), and Bond Ball Mill Work Index (BWi), and Abrasion Index tests were completed on these samples by Hazen Research, Inc. (Hazen). A Harness Index Test (HIT) was completed on each sample by NMS to develop a predictor of traditional comminution test parameters for samples in the future, and for this reason is not discussed further here. Comminution test results are summarized in Table 13.13.

 

Abrasion Index (Ai) is a measure of an ore’s ability to wear away steel to which it comes into contact during handling and processing, such as grinding mill liners and media. The average Abrasion Index was 0.4240 g and ranged between 0.3187 and 0.5306 g, indicating a slightly to average abrasive ore.

 

Bond Rod and Ball Mill Work Index are both measures of the power requirements to grind an ore to a specific particle size. Bond Rod Mill Work Index averaged 14.8 kWh/t and ranged between 13.7 and 17.0 kWh/t with a closing size of 1,190 µm. Bond Ball Mill Work Index averaged 13.3 kWh/t and ranged between 12.0 and 14.9 kWh/t to a closing size of 149 µm. These results indicated moderate ore hardness.

 

Table 13.13 –Master Comminution Test Results Summary, Lynx

 

Statistic Ai
(g)
BWi
(kWh/t)
RWi
(kWh/t)
Average 0.4240 13.3 14.8
Minimum 0.3187 12.0 13.7
Maximum 0.5306 14.9 17.0

 

13.2.3.3 Cyanidation

 

A gravity separation was completed on 1 kg of each variability composite and master composite sample ground to the target P80, prior to cyanidation test work, using a laboratory Knelson concentrator followed by hand panning of the gravity concentrate. Each concentrate was dried, weighed, screened and assayed for gold by size fraction. Knelson concentrator and hand panning tails were blended and split, with one half for cyanidation leach testing and the other half for assay.

 

Gravity gold recovery averaged 44% and ranged between 23 and 69% from the variability composite samples.

 

Twenty-three (23) kinetic leach tests were completed on the gravity tailings of each variability composite sample. Leach test conditions were selected to represent existing processing conditions and are summarized in Table 13.14. Solution samples were taken at 2, 6, 24 and 32-hour intervals to evaluate leaching kinetics and maintain solution chemistry. Cyanidation leach slurries were sparged with oxygen. Activated carbon was added after 24 hours of leaching.

 

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Table 13.14 –Variability Leach Test Conditions, Lynx

 

Test Condition Units Target
P₈₀ µm 75
Solids Density Solid w/w% 54
pH pH 10.6 - 10.9
Cyanide mg/L 400
Lead Nitrate g/t 270
Dissolved Oxygen ppm 20 - 24

 

Gold recovery averaged 92.4% and ranged between 88.7 and 96.3%. On average, gold recovery kinetics were rapid with 80% of the gold recovered in the first 6 hours and final recoveries achieved at 24 hours, as illustrated in Figure 13.7.

 

Figure 13.7 –Cyanidation Leach Kinetics, Lynx

 

Source: Newmont, 2022

 

Overall gold recovery, combining gravity and leach recoveries, averaged 95.6% and ranged between 92.4 and 98.8%. Sulfide had moderately negative impacts on gold recovery illustrated in Figure 13.8.

 

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Figure 13.8 –Cyanidation Leach Recovery vs. Sulfide Sulfur Head Grade, Lynx

 

Source: Newmont, 2022

 

Hydrated lime consumption averaged 0.67 kg/t and ranged between 0.51 and 1.06 kg/t. Cyanide consumption averaged 0.51 kg/t and ranged between 0.25 and 0.70 kg/t. Increasing sulfide content did not effect hydrated lime consumption and slightly increased cyanide consumption, as shown in Figure 13.9.

 

Figure 13.9 –Lime and Cyanide Consumption vs. Sulfide Sulfur Head Grade, Lynx

 

Source: Newmont, 2022

 

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Fifteen (15) gravity separation and kinetic leach tests were completed on each of the master composite samples to assess the effects of head grade, particle size, and cyanide concentration on gold extraction. Leach test conditions are summarized in Table 13.15. Solution samples were made at 2, 6, 24 and 32-hour intervals to evaluate leach kinetics and maintain solution chemistry.

 

Table 13.15 –Master Composite Leach Test Conditions, Lynx

 

Test Condition Units Target
P₈₀ µm 75
Solids Density Solid w/w% 54
pH pH 10.6 - 10.9
Cyanide mg/L 400
Lead Nitrate g/t 270
Dissolved Oxygen ppm 20 - 24

 

Gold recovery from each master composite sample was consistent with the variability sample recoveries making up each composite sample, at baseline conditions, as shown in Table 13.16.

 

Table 13.16 – Master Composite Baseline Leach Test Recoveries, Lynx

 

Estimate Units MC-1 MC-2 MC-3
Master Composition Test Result % 95.0 95.4 93.9
Aggregate Variability Test Result % 94.9 95.3 93.5

 

Decreasing particle size significantly improved gravity, leaching and overall gold recovery from each of the Lynx master composite samples, as illustrated in Figure 13.10. Recovery variations at each particle size reflect the different head grades of each master composite.

 

Increasing cyanide concentration had little effect on gold recovery by leach, particularly above the current target of 400 ppm, as illustrated in Figure 13.11.

 

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Figure 13.10 – Particle Size Effects on Recovery, Lynx

 

Source: Newmont, 2022

 

Figure 13.11 – Cyanide Concentration Effects on Recovery, Lynx

 

Source: Newmont, 2022

 

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13.2.4 Future Ores 2023-2025 (2022)

 

Twenty-three (23) variability samples were tested by NMS in 2022 to characterize the metallurgical response of Future Ores 2023-2025 (FO2325) to the Musselwhite processing flowsheet. Three (3) master composites were prepared from the variability samples to represent each year of production and examine the effects of particle size and cyanide concentrations on gold recovery.

 

Future ore samples were selected to represent ore mined and processed during the period of 2023 through 2025, specifically the PQ Deeps (PQD), Redwings (RDW) and Upper Lynx (ULNX) zones. Most of the variability samples represented PQD mineralization with two (2) samples representing Redwings and two (2) samples representing Upper Lynx.

 

13.2.4.1 Sample Characterization

 

Chemical analysis was completed on each variability sample and is summarized in Table 13.17. Gold grades of the variability samples were determined using the screen fire assay method, averaging 8.09 g/t and ranged between 1.61 and 21.33 g/t. Sulfide sulfur averaged 2.37% and ranged between 0.72 and 6.10 wt.%. The presence of other elements that may be harmful to human health, such as arsenic and mercury, and deleterious to cyanidation, such as copper, were low to below detection limits.

 

Table 13.17 – Summary of Variability Sample Chemical Analysis, FO2325

 

Element Units Average Minimum Maximum
Au g/t 8.09 1.61 21.33
C % 0.31 0.10 1.12
CAI % 0.08 0.05 0.15
Fe % 18.3 8.9 23.9
S % 2.70 0.77 6.69
S²⁻ % 2.37 0.72 6.10
Ag ppm <3 <3 <3
Al ppm 40,149 2,438 63,230
As ppm 27 <2 448
Ba ppm 89 <2 155
Be ppm 3 3 4
Ca ppm 17,212 10,708 37,574
Cd ppm <30 <30 <30
Co ppm 16 <2 31
Cr ppm 190 98 255
Cu ppm 180 142 224
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Element Units Average Minimum Maximum
K ppm 4,958 562 15,428
Mg ppm 10,160 6,816 13,087
Mn ppm 2,951 1,875 4,432
Mo ppm <2 <2 <2
Na ppm 3,348 380 8,689
Ni ppm 44 <20 75
Pb ppm <10 <10 <10
Sr ppm 49 30 74
Ti ppm 1,822 26 2,966
Tl ppm 549 <20 923
V ppm 74 <2 141
Zn ppm 99 48 130

Note: 

CAI = Organic carbon 

 

Semi-quantitative mineralogical analysis was completed by XRD on each variability sample and is summarized in Table 13.18. Amphibole, quartz, garnet, biotite, and plagioclase were the main mineral phases detected with trace amounts of chlorite, illite/sericite, magnetite and pyrrhotite identified.

 

Table 13.18 – Summary of Variability Sample Mineralogy, FO2325

 

Statistic Qz
(%)
Amp
(%)
Pl
(%)
Po
(%)
Bt
(%)
Grt
(%)
Median 23 36 6 3 9 16
Minimum 16 13 1 0.9 3 9
Maximum 55 52 14 9 26 26

Note:

Qz- Quartz         Amp - Amphibole    Mag – Magnetite   Cal – Calcite

Pl- Plagioclase   Po- Pyrrohtite          Bt – Biotite             Grt - Garnet

 

Head chemical analysis completed on each master composite sample is summarized in Table 13.19. Gold grades of the master composite samples were determined using the screen fire assay method, and ranged between 4.49 and 6.29 g/t.

 

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Table 13.19 – Master Composite Sample Chemical Analysis, FO2325

 

Master
Composite
Au
(g/t)
C
(%)
S
(%)
CAl
(%)
Fe
(%)
S²⁻
(%)
MC-1 4.49 0.14 1.29 0.03 23.1 1.14
MC-2 5.85 0.39 1.80 0.03 18.7 1.59
MC-3 6.29 0.17 1.62 0.05 23.2 1.45

Note:

CAI = Organic carbon

 

Semi-quantitative mineralogical analysis completed by XRD on each master composite sample is summarized in Table 13.20. Amphibole, quartz, garnet, biotite, and plagioclase were the main mineral phases detected with minor to trace amounts of chlorite, illite/sericite, magnetite and pyrrhotite measured

 

Table 13.20 – Master Composite Sample Mineralogy, FO2325

 

Master
Composite
Qz
(%)
Amp
(%)
Pl
(%)
Po
(%)
Bt
(%)
Grt
(%)
MC-1 25 36   2 9 17
MC-2 27 34 11 2 9 10
MC-3 25 35 9 3 6 13

Note:

Qz- Quartz            Amp - Amphibole     Mag – Magnetite     Cal – Calcite

Pl- Plagioclase     Po- Pyrrohtite           Bt – Biotite               Grt - Garnet

 

13.2.4.2 Comminution

 

Seventeen (17) of the variability samples were selected for comminution test work. Semi-autogenous grinding characterization (SMC), Bond Abrasion Index (Ai), Bond Rod Mill Work Index (RWi), and Bond Ball Mill Work Index (BWi), and Abrasion Index tests were completed on fourteen (14) of these samples at Hazen Research, Inc. (Hazen). A Harness Index Test (HIT) was completed on each sample by NMS to develop a predictor of traditional comminution test parameters for samples in the future, and for this reason is not discussed further here. Comminution test results are summarized in Table 13.21 and discussed below.

 

The value of Axb is a measure of an ore’s hardness to impact breakage or competency, that decreases with increasing hardness. These samples have an average, or moderate, ore hardness when compared to the SMC test database. One (1) Upper Lynx sample was classified as extremely hard, with an Axb value of 26.5.

 

Abrasion Index is a measure of an ore’s ability to wear away steel to which it comes into contact during handling and processing, such as grinding mill liners and media. Ai average is 0.4414 g and

 

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ranged between 0.2788 and 0.8575 g, indicating a slightly abrasive to abrasive ore, with one (1) Upper Lynx sample classified as highly abrasive.

 

Bond Rod and Ball Mill Work Index are both measures of power requirements to grind ore to a specific particle size. Bond Rod Mill Work Index averaged 11.7 kWh/t and ranged between 10.0 and 15.5 kWh/t with a closing size of 1,190 µm. Bond Ball Mill Work Index averaged 11.9 kWh/t and ranged between 10.7 and 15.0 kWh/t to a closing size of 149 µm. These results indicated moderate ore hardness. One Upper Lynx sample was significantly harder, with a RWi of 15.0 kWh/t and a BWi of 15.5 kWh/t. This was the same sample presenting as extremely hard or competent with respect to impact breakage.

 

Table 13.21 – Master Comminution Test Results Summary, FO2325

 

Statistic SG A B Axb ta Ai
(g)
RWi
(kWh/t)
BWi
(kWh/t)
Average 3.32 67.8 0.62 41.4 0.32 0.4414 11.7 11.9
Minimum 3.01 62.7 0.34 26.5 0.23 0.2788 10.0 10.7
Maximum 3.47 77.9 0.77 49.9 0.39 0.8575 15.5 15.0

 

13.2.4.3 Cyanidation

 

A gravity separation was completed on 1 kg of each variability composite and master composite sample ground to the target P₈₀, prior to cyanidation test work, using a laboratory Knelson concentrator followed by hand panning of the gravity concentrate. Each concentrate was dried, weighed, screened and assayed for gold by size fraction. Knelson concentrator and hand panning tailings were blended and split, with one half for cyanidation testing and the other half for assay.

 

Gravity gold recovery averaged 51% and ranged between 32 and 69% from the variability composite samples.

 

Twenty-three (23) kinetic leach tests were completed on the gravity tailings of each variability composite sample. Leach test conditions were selected to represent existing processing conditions and are summarized in Table 13.22. Solution samples were taken at 2, 6, 24 and 32-hour intervals to evaluate leach kinetics and maintain solution chemistry. Cyanidation leach slurries were sparged with oxygen. Activated carbon was added after 24 hours of leaching.

 

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Table 13.22 – Variability Leach Test Conditions, FO2325

 

Test Condition Units Target
P80 µm 75
Solids Density Solid w/w% 54
pH pH 10.6 - 10.9
Cyanide mg/L 400
Lead Nitrate g/t 270
Dissolved Oxygen ppm 20 - 24

 

Gold recovery averaged 91.8% and ranged between 84.6 and 95.2%. On average, 80% of the gold was recovered in 6 hours, with final recoveries achieved at 32 hours, as illustrated in Figure 13.12.

 

Figure 13.12 – Cyanidation Leach Kinetics, FO2325

 

Source: Newmont, 2022

 

Overall gold recovery, combining gravity and leach recoveries, averaged 95.8% and ranged between 90.7 and 98.3%. Sulfide sulfur content had a moderately negative impact on gold recovery as illustrated in Figure 13.13.

 

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Figure 13.13 – Cyanidation Leach Recovery vs. Sulfide Sulfur Head Grade, FO2325

 

Source: Newmont, 2022

 

Hydrated lime consumption averaged 0.58 kg/t and ranged between 0.46 and 0.75 kg/t. Cyanide consumption averaged 0.57 kg/t and ranged between 0.49 and 0.75 kg/t. Increasing sulfide sulfur content did not affect hydrated lime consumption and slightly increased cyanide consumption, as shown in Figure 13.14.

 

Figure 13.14 – Lime and Cyanide Consumption vs. Sulfide Sulfur Head Grade, FO2325

 

Source: Newmont, 2022

 

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Fifteen (15) gravity separation and leach tests were completed on each of the master composite samples to assess the effects of particle size and cyanide concentration on gold extraction. Leach test conditions are summarized in Table 13.22, with particle size and cyanide concentration varied according to Table 13.23. Solution samples were taken at 2, 6, 24 and 32-hour intervals to evaluate leach kinetics and maintain solution chemistry.

 

Table 13.23 – Master Composite Leach Test Conditions, FO2325

 

Test Condition Units Target
P₈₀ µm 53, 75, and 106
Solids Density Solid w/w% 54
pH pH 10.6 - 10.9
Cyanide mg/L 320, 360, 400, 440, and 480
Lead Nitrate g/t 270
Dissolved Oxygen ppm 20 - 24

 

Gold recovery from each master composite sample was in reasonably good agreement with the variability sample recoveries making up each composite sample, at baseline conditions, as shown in Table 13.24.

 

Table 13.24 – Master Composite Baseline Leach Test Recoveries, FO2325

 

Estimate Units MC-1 MC-2 MC-3
Master Composition Test Result % 95.1 96.2 95.5
Aggregate Variability Test Result % 95.7 96.9 95.0

 

Decreasing particle size significantly improved gravity, leach and overall gold recovery from each of the Future Ores 2023-2025 master composite samples, as illustrated in Figure 13.15. Recovery variations at each particle size reflect the different head grades of each master composite.

 

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Figure 13.15 – Particle Size Effects on Recovery, FO2325

 

Source: Newmont, 2022

 

Increasing cyanide concentration had little effect on gold recovery via leaching, particularly above the current target of 400 ppm CN, as illustrated in Figure 13.16

 

Figure 13.16 – Cyanide Concentration Effects on Recovery, FO2325

 

Source: Newmont, 2022

 

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13.2.5 PQ Deeps Extension 1 Stage 2B/3 (2022)

 

The PQD zone represents about 60% of the mill feed from 2023 through 2028. Variability samples were selected to represent ore to be processed during this period. A minimum of twenty-five (25) variability and comminution samples was recommended based on Newmont’s Geometallurgical Bingo Chart Guideline. A total of 27 variability samples, 23 from this program and 4 from the 2021 future ores program, and 14 comminution samples, 13 from this program and 1 from the 2021 future ores program were selected across this deposit. Based on the estimate of 2.7 Mt of potential ore in this zone, at that time, the sample density is 100,000 tonne per variability sample and 193,000 tonnes per comminution sample. Twenty-three (23) variability samples from the PQ Deeps Extension 1 zone (PQD Ext1) were tested by Base Metallurgical Laboratory (BML) and NMS in 2022 to characterize this future ore and its metallurgical response to the mineral processing flowsheet at Musselwhite. Three (3) master composites were produced from the variability samples, with different gold head grade targets, and tested to examine the effects of head grade, particle size and cyanidation leach conditions and for tailings characterization.

 

13.2.5.1 Sample Characterization

 

Chemical analysis was completed on each variability sample and is summarized in Table 13.25.

 

Gold grades of the variability samples were determined using both fire assay and the screen fire assay methods. By fire assay, the head grade averaged 7.95 g/t and ranged between 1.33 and 27.56 g/t. These results agreed well with the more complex screen fire assay method, which averaged 7.38 g/t and ranged between 0.82 and 29.39 g/t. Sulfide sulfur averaged 1.47% and ranged between 0.76 and 3.11 wt.%. The presence of other elements that may be harmful to human health, such as arsenic and mercury, and deleterious to cyanidation leaching, such as copper, was low to below detection limits.

 

Table 13.25 – Summary of Variability Sample Chemical Analysis, PQD Ext1

 

Element Units Average Minimum Maximum
AuFAA1 g/t 7.95 1.33 27.56
AuFAA2 g/t 7.38 0.82 29.39
C % 0.20 0.04 0.63
CAI % 0.08 0.01 0.23
Fe % 16.8 13.7 20.2
S % 1.55 0.77 3.23
S²⁻ % 1.47 0.76 3.11
Ag ppm <3 <3 <3
Al ppm 31225 19871 40628
As ppm 7 <2 71

 

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Element Units Average Minimum Maximum
Ba ppm 140 86 177
Be ppm <2 <2 <2
Ca ppm 14923 5895 23348
Cd ppm <30 <30 <30
Co ppm 21 11 39
Cr ppm 109 62 203
Cu ppm 100 73 156
K ppm 7051 3137 11690
Mg ppm 11944 8141 15044
Mn ppm 4146 3010 5174
Mo ppm <2 <2 <2
Na ppm 2982 709 5707
Ni ppm 63 44 98
Pb ppm <10 <10 <10
Sb ppm <25 <25 <25
Se ppm <10 <10 <10
Sr ppm 55 27 78
Ti ppm 2308 1404 3899
V ppm 119 41 250

Note:

FAA1 = Au by Fire Assay with AA finish

FAA2 = Au by Screen Fire Assay with AA finish

CAI = Organic carbon

 

 

Semi-quantitative mineralogical analysis was completed by XRD on each variability sample and is summarized in Table 13.26. Amphibole, quartz, garnet, biotite, and plagioclase were the mineral phases detected with minor to trace amounts of chlorite, illite/sericite, magnetite and pyrrhotite identified.

 

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Table 13.26 – Summary of Variability Sample Mineralogy, PQD Ext 1

 

Statistic Qz
(%)
Amp
(%)
Pl
(%)
Po
(%)
Bt
(%)
Grt
(%)
Median 26 27 3 2 24 13
Minimum 18 14 1.6 0.7 11 6
Maximum 33 37 11 5 39 24

Note:

Qz- Quartz            Amp - Amphibole            Mag – Magnetite            Cal – Calcite

Pl- Plagioclase     Po- Pyrrohtite                  Bt – Biotite                      Grt - Garnet

 

Head chemical analysis completed on each master composite sample is summarized in Table 13.27. Gold grades of these master composite samples were determined by fire assay and ranged between 4.96 and 11.05 g/t.

 

Table 13.27 –Master Composite Sample Chemical Analysis, PQD Ext 1

 

Master
Composite
Au
(g/t)
C
(%)
S
(%)
CAl
(%)
Fe
(%)
S²⁻
(%)
MC-1 11.05 0.13 1.87 0.03 20.6 1.79
MC-2 5.368 0.15 1.73 0.06 21.2 1.72
MC-3 4.956 0.35 0.88 0.13 22.4 0.89

Note:

CAI = Organic carbon

 

Semi-quantitative mineralogical analysis completed by XRD on each master composite sample is summarized in Table 13.28. Amphibole, quartz, garnet, biotite, and plagioclase were the main mineral phases detected with minor to trace amounts of chlorite, illite/sericite, magnetite and pyrrhotite identified.

 

Table 13.28 –Master Composite Sample Mineralogy, PQD Ext 1

 

Master
Composite
Qz
(%)
Amp
(%)
Pl
(%)
Po
(%)
Bt
(%)
Grt
(%)
MC-1 22 31   2 25 15
MC-2 16 36 3 1.4 31 9
MC-3 18 37 5 1 29 9

Note:

Qz- Quartz            Amp - Amphibole             Mag – Magnetite            Cal – Calcite

Pl- Plagioclase     Po- Pyrrohtite                   Bt – Biotite                     Grt - Garnet

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13.2.5.2 Comminution

 

Bond Abrasion Index (Ai), Bond Rod Mill Work Index (RWi), Bond Ball Mill Work Index (BWi) tests and Hardness Index (HIT) tests were completed on thirteen of the variability samples. A Hardness Index Test (HIT) was completed on each sample by NMS to develop a predictor of traditional comminution test parameters for samples in the future, and for this reason is not discussed further here. Comminution test results are summarized in Table 13.29 and discussed below.

 

Abrasion Index is a measure of an ore’s ability to wear away steel to which it comes into contact during handling and processing, such as grinding mill liners and media. Ai average 0.2691 g and ranged between 0.1574 and 0.3236 g, indicating a slightly abrasive ore.

 

Bond Rod and Ball Mill Work Index are both measures of power requirements to grind ore to a specific particle size. Bond Rod Mill Work Index averaged 12.1 kWh/t and ranged between 9.0 and 14.5 kWh/t with a closing size of 1,180 µm. Bond Ball Mill Work Index averaged 12.7 kWh/t and ranged between 11.4 and 14.1 kWh/t to a closing size of 150 µm. These results indicated moderate ore hardness.

 

Table 13.29 –Master Comminution Test Results Summary, PQD Ext 1

 

Statistic Ai
(g)
RWi
(kWh/t)
BWi
(kWh/t)
Average 0.2691 12.1 12.7
Minimum 0.1574 9.0 11.4
Maximum 0.3236 14.5 14.1

 

 

13.2.5.3 Gravity Concentration

 

A single-stage Gravity Recoverable Gold (GRG) test was completed on each master composite to estimate the content of gravity recoverable gold. A 25 kg sample of each master composite was dry ground to a P₈₀ of 75 µm. GRG test results are summarized in Table 13.30.

 

GRG content was high and estimated at 59.2%, 56.4% and 49.4% for Master Composites 1, 2, and 3, respectively. Gravity concentrate grades ranged between 481 and 1,524 g/t Au. Over 70% of the unrecovered gold, reporting to the gravity tailings, was below 75 µm in size.

 

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Table 13.30 –Master Comminution GRG Concentrates Summary, PQD Ext 1

 

Size Fraction
(µm)
MC-1
Au (g/t)
MC-1
Dist. (%)
MC-2
Au (g/t)
MC-2
Dist. (%)
MC-3
Au (g/t)
MC-3
Dist. (%)
600 6.26 0.077 120 3.109 2.33 0.071
425 208 0.326 386 1.537 8.07 0.035
300 2,538 2.825 668 2.114 4.34 0.015
212 1,905 1.497 1,309 2.312 871 1.883
150 1,720 2.703 1,330 5.764 631 2.318
106 691 5.478 1,547 25.54 153 3.573
75 491 7.943 1,100 32.47 224 11.48
53 659 8.377 147 3.064 305 13.52
38 1,519 10.35 263 2.435 808 20.98
25 3,156 8.265 2,398 8.426 1,669 18.05
20 12,916 12.67 7,982 9.349 2,394 9.836
-20 40,190 39.48 11,037 3.878 4,439 18.24
Total 1,524 100.0 827 100.0 481 100.0

 

13.2.5.4 Cyanidation

 

A gravity separation was completed on 1 kg of each variability composite and master composite sample ground to the target P₈₀, prior to cyanidation test work, using a laboratory Knelson concentrator followed by hand panning of the gravity concentrate. Each concentrate was dried, weighed, screened and assayed for gold by size fraction. Knelson concentrator and hand panning tailings were blended and split, with one half for cyanidation testing and the other half for assay. Gravity gold recovery averaged 27% and ranged between 13 and 41% from the variability composite samples.

 

Twenty-three (23) kinetic leach tests were completed on the gravity tailings of each variability sample. Leach test conditions were selected to represent existing processing conditions and are summarized in Table 13.31. Solution samples were taken at 2, 6, 24 and 32-hour intervals to evaluate leaching kinetics and maintain solution chemistry. Cyanidation leach slurries were sparged with oxygen to achieve dissolved oxygen levels.

 

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Table 13.31 –Variability Leach Test Conditions, PQD Ext 1

 

Test Condition Units Target
P₈₀ µm 74
Slurry Density Solid w/w% 54
pH pH 10.6 - 10.9
Cyanide mg/L 400
Lead Nitrate g/t 270
Dissolved Oxygen ppm 20 - 24

 

Gold recovery averaged 90.4% and ranged between 69.3 and 96.5%. Gold recovery kinetics were highly variable, as illustrated in Figure 13.17. On average, gold recovery kinetics were rapid with more than 80% of the gold recovered in the first 6 hours and final recoveries in less than 24 hours.

 

Figure 13.17 –Cyanidation Leach Kinetics, PQD Ext 1

 

Source: Newmont, 2022

 

Overall gold recovery, combining gravity and leach recoveries, averaged 93.0% and ranged between 77.2 and 97.8%. Leach feed grade did not explain variations in gold recovery. Sulfide sulfur content had significant negative impacts on gold recovery as illustrated in Figure 13.18.

 

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Figure 13.18 –Cyanidation Leach Recovery vs. Sulfide Sulfur Head Grade, PQD Ext 1

 

Source: Newmont, 2022

 

Hydrated lime consumption averaged 0.69 kg/t and ranged between 0.52 and 0.97 kg/t. Cyanide consumption averaged 0.30 kg/t and ranged between 0.11 and 0.42 kg/t. Increasing sulfide content slightly increased hydrated lime consumption and had not affect on cyanide consumption, as shown in Figure 13.19.

 

Figure 13.19 –Lime and Cyanide Consumption vs. Sulfide Sulfur Head Grade, PQD Ext 1

 

Source: Newmont, 2022

 

Nine (9) gravity separation and leach tests were completed on each of the master composite samples to assess the effects of particle size and leaching conditions on gold extraction. Leach test

 

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conditions are summarized in Table 13.31, with particle size, lead nitrate addition, dissolved oxygen concentration, and cyanide concentration varied according to Table 13.32. Solution samples were taken at 2, 6, 24 and 32-hour intervals to evaluate leach kinetics and maintain solution chemistry.

 

Table 13.32 – Master Composite Leach Test Conditions, PQD Ext 1

 

Test Condition Units Target
P₈₀ µm 74
Slurry Density Solid w/w% 54
pH pH 10.6 - 10.9
Cyanide mg/L 400
Lead Nitrate g/t 270
Dissolved Oxygen ppm 20 - 24

 

Gold recovery from two of the three master composite samples was significantly lower than the variability sample recoveries making up each composite sample, at baseline conditions, as shown in Table 13.33. This could not be explained from the test data, and for this reason, master composition test work results were not further considered.

 

Table 13.33 – Master Composite Baseline Leach Test Recoveries, PQD Ext 1

 

Estimate Units MC-1 MC-2 MC-3
Master Composition Test Result % 90.5 86.0 91.8
Aggregate Variability Test Result % 89.7 92.2 95.4

 

13.2.6 Future Ores 2026-2028 (2023)

 

Twenty-one (21) variability samples were tested by NMS in 2023 to characterize future ores to be processed from 2026 through 2028 and their metallurgical response of ores to the mineral processing flowsheet at Musselwhite. Three (3) master composites were produced from the variability samples to examine the effects of particle size and cyanide concentrations on gold recovery, by production phase.

 

Ore samples were selected from the PQ Deeps (PQE), West Limb (WEL), and Lynx (LNX) zones to represent ore to be processed during the period of 2026 through 2028.

 

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13.2.6.1 Sample Characterization

 

Chemical analysis was completed on each variability sample and is summarized in Table 13.34. Gold grades of the variability samples were determined by fire assay, averaging 8.02 g/t and ranging between 2.72 and 21.77 g/t. Sulfide sulfur averaged 1.43% and ranged between 0.76 and 3.11 wt.%. The presence of other elements that may be harmful to human health, such as arsenic and mercury, and deleterious to cyanidation leaching, such as copper, was low to below detection limits.

 

Table 13.34 – Summary Variability Sample Chemical Analysis, FO2628

 

Element Units Average Minimum Maximum
AuFA g/t 8.02 2.72 21.77
C % 0.13 0.01 0.95
CAI % 0.01 0.01 0.04
Fe % 19.2 9.03 22.6
S % 1.75 0.71 3.69
S²⁻ % 1.60 0.63 3.44
Ag ppm <3 <3 <3
Al ppm 32138 24952 47095
As ppm 36 <2 503
Ba ppm 122 34 184
Be ppm 0 <2 0
Ca ppm 18340 11656 44699
Cd ppm <30 <30 <30
Co ppm 25 14 53
Cr ppm 239 170 422
Cu ppm 93 50 202
K ppm 5671 1546 12493
Mg ppm 13602 5378 28980
Mn ppm 4018 2141 8672
Mo ppm <2 <2 <2
Na ppm 3235 1045 11270
Ni ppm 64 37 163
Pb ppm <10 <10 <10
Sb ppm <25 <25 <25
Se ppm <10 <10 <10
Sr ppm 57 37 98

 

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Element Units Average Minimum Maximum
Ti ppm 2524 1563 4645
Tl ppm      
V ppm 107 59 226
Yb ppm      
Zn ppm 158 123 195

Note:

FAA = Au by Fire Assay with AA finish

CAI = Organic carbon

 

Semi-quantitative mineralogical analysis was completed by XRD on each variability sample and is summarized in Table 13.35. Amphibole, quartz, garnet and biotite were the main minerals phases observed with minor to trace amounts of plagioclase, illite/sericite, chlorite, calcite, dolomite, magnetite and pyrhotite identified.

 

Table 13.35 – Summary of Variability Sample Mineralogy, FO2628

 

Statistic Qz
(%)
Amp
(%)
Pl
(%)
Po
(%)
Bt
(%)
Grt
(%)
Median 33 25 3.5 3 10 18.5
Minimum 19 14 0.9 1.1 4 10
Maximum 40 39 5 5 21 30

Note:

Qz- Quartz             Amp - Amphibole        Mag – Magnetite          Cal – Calcite

Pl- Plagioclase      Po- Pyrrohtite              Bt – Biotite                   Grt - Garnet

 

Head chemical analysis completed on each master composite sample is summarized in Table 13.36. Gold grades of these samples were determined by fire assay, and ranged between 5.21 and 7.55 g/t.

 

Table 13.36 –Master Composite Sample Chemical Analysis, FO2628

 

Master
Composite
Au
(g/t)
C
(%)
S
(%)
CAl
(%)
Fe
(%)
S²⁻
(%)
MC-1 5.413 0.31 1.6 0.12 17.8 1.53
MC-2 7.547 0.19 1.81 0.12 22.5 1.69
MC-3 5.211 0.17 1.28 0.07 22.0 1.20

Note:

CAI = Organic carbon

 

Semi-quantitative mineralogical analysis completed by XRD on each master composite sample is summarized in Table 13.37. Amphibole, quartz, garnet, and biotite were the main mineral phases detected with minor to trace amounts of plagioclase, chlorite, illite/sericite, calcite and pyrrhotite identified.

 

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Table 13.37 – Master Composite Sample Mineralogy, FO2628

 

Master
Composite
Qz
(%)
Amp
(%)
Pl
(%)
Po
(%)
Bt
(%)
Grt
(%)
MC-1 26 31 6 3 11 13
MC-2 25 36   3 11 17
MC-3 26 34 5 4 9 16

Note:

Qz- Quartz             Amp - Amphibole        Mag – Magnetite          Cal – Calcite

Pl- Plagioclase      Po- Pyrrohtite              Bt – Biotite                    Grt - Garnet

 

13.2.6.2 Comminution

 

SAG comminution (SMC) tests were completed on 17 of the variability samples by JKTech. Bond Abrasion Index (Ai), Bond Rod Mill Work Index (RWi), Bond Ball Mill Work Index (BWi) were completed on all 21 variability samples by NMS. A Harness Index Test (HIT) was completed on each sample by NMS to develop a predictor of traditional comminution test parameters for samples in the future, and for this reason is not discussed further here. Comminution test results are summarized in Table 13.38 and discussed below.

 

The value of Axb is a measure of an ore’s hardness to impact breakage, that decreases with increasing hardness. These samples are average, or moderate, ore hardness when compared to the SMC test database.

 

Abrasion Index is a measure of an ore’s ability to wear away steel to which it comes into contact during handling and processing, such as grinding mill liners and media. Ai average 0.2793 g and ranged between 0.1690 and 0.3860 g, indicating a slightly abrasive ore.

 

Bond Rod and Ball Mill Work Index are both measures of power requirements to grind ore to a specific particle size. Bond Rod Mill Work Index averaged 11.6 kWh/t and ranged between 9.74 and 14.4 kWh/t with a closing size of 1,180 µm. Bond Ball Mill Work Index averaged 11.7 kWh/t and ranged between 10.2 and 13.7 kWh/t to a closing size of 150 µm. These results indicated moderate ore hardness.

 

Table 13.38 – Master Comminution Test Results Summary, FO2628

 

Statistic SG A B Axb ta Ai
(g)
RWi
(kWh/t)
BWi
(kWh/t)
Average 3.20 69.3 0.70 48.0 0.39 0.2793 11.6 11.7
Minimum 3.02 63.1 0.45 33.9 0.27 0.1690 9.7 10.2
Maximum 3.43 78.5 0.89 61.0 0.49 0.3860 14.4 13.7

 

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13.2.6.3 Cyanidation

 

A gravity separation was completed on 1 kg of each variability composite and master composite sample ground to the target P₈₀, prior to cyanidation test work, using a laboratory Knelson concentrator followed by hand panning of the gravity concentrate. Each concentrate was dried, weighed, screened and assayed for gold by size fraction. Knelson concentrator and hand panning tails were blended and split, with one half for cyanidation leach testing and the other half for assay. Gravity gold recovery averaged 39% and ranged between 18 and 56% from the variability composite samples.

 

Twenty-one (21) kinetic leach tests were completed on the gravity tailings of each variability composite sample. Leach test conditions were selected to represent existing processing conditions and are summarized in Table 13.39. Solution samples were taken at 2, 6, 24 and 32-hour intervals to evaluate leach kinetics and maintain solution chemistry. Cyanidation leach slurries were sparged with oxygen. Activated carbon was added after 24 hours of leaching. Carbon was added to a concentration of 20 g/L after 24 hours.

 

Table 13.39 –Variability Leach Test Conditions, FO2628

 

Test Parameter Units Target
P₈₀ µm 75
Slurry Density Solid w/w% 54
pH pH 10.6 - 10.9
Cyanide mg/L 400
Lead Nitrate g/t 270
Dissolved Oxygen ppm 20 - 24

 

 

Gold recovery averaged 92.4% and ranged between 83.8 and 96.1%. Gold recovery kinetics were initially highly variable, with final recoveries achieved by 24 hours, as illustrated in Figure 13.20.

 

Overall gold recovery, combining gravity and leach recoveries, averaged 95.1% and ranged between 88.8 and 98.1%.

 

Sulfide sulfur had moderately negative impacts on gold recovery illustrated in Figure 13.21.

 

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Figure 13.20 – Cyanidation Leach Kinetics, FO2628

 

Source: Newmont, 2023

 

Figure 13.21 – Cyanidation Leach Recovery vs. Sulfide Sulfur Head Grade, FO2628

 

Source: Newmont, 2023

 

Hydrated lime consumption averaged 0.55 kg/t and ranged between 0.50 and 0.63 kg/t. Cyanide consumption averaged 0.46 kg/t and ranged between 0.25 and 0.58 kg/t. Increasing sulfide content slightly increased hydrated lime and cyanide consumption, as shown in Figure 13.22.

 

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Figure 13.22 – Lime and Cyanide Consumption vs. Sulfide Sulfur Head Grade, FO2628

 

Source: Newmont, 2023

 

Fifteen (15) gravity separation and kinetic leach tests were completed on each of the three (3) master composite samples to assess the effects of particle size and cyanide concentration on gold extraction. Leach test conditions are summarized in Table 13.39 with particle size and cyanide concentration varied according to Table 13.40. Solution samples were taken at 2, 6, 24 and 32-hour intervals to evaluate leaching kinetics and maintain solution chemistry.

 

Table 13.40 – Master Composite Leach Test Conditions, FO2628

 

Test Condition Units Target
P₈₀ µm 53, 75, and 106
Slurry Density Solid w/w% 54
pH pH 10.6 - 10.9
Cyanide mg/L 320, 360, 400, 440, and 480
Lead Nitrate g/t 270
Dissolved Oxygen ppm 20 - 24

 

 

Gold recovery from the three (3) master composite samples was consistent with the variability sample recoveries making up each composite sample, at baseline conditions, as shown in Table 13.41.

 

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Table 13.41 – Master Composite Baseline Leach Test Recoveries, FO2628

 

Estimate Units MC-1 MC-2 MC-3
Master Composition Test Result % 95.9 95.3 96.4
Aggregate Variability Test Result % 94.6 94.9 96.2

 

Decreasing particle size negatively affects gravity recovery, positively affects leach recovery, resulting in a slight increase in overall gold recovery from each of the master composite samples, as illustrated in Figure 13.23. Recovery variations at each particle size reflect the different head grades of each master composite.

 

Figure 13.23 – Particle Size Effects on Recovery, FO2628

 

Source: Newmont, 2023

 

Increasing cyanide concentration had little effect on gold leach recovery at the current grind size of 75 µm and above the current cyanide target of 400 ppm, as illustrated in Figure 13.24. Cyanide concentration had a significant effect on gold recovery a finer grind size, indicating potentially higher gold recovery for these ores at a finer grind product size of 53 µm and higher cyanide concentration of 480 ppm.

 

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Figure 13.24 – Cyanide Concentration Effects on Recovery, FO2628

 

Source: Newmont, 2023

 

13.2.7 Discussion of Test Program Results

 

Assuming equal representation for each variability sample tested, gold grades averaged 9.0 g/t and ranged between 0.7 to 74.7 g/t, as shown in Figure 13.25. Sulfide sulfur grades averaged 2.5% and ranged between 0.3 and 21.1 %, as shown in Figure 13.26. Redwings ore had the highest degree of gold and sulfide sulfur head variability.

 

Figure 13.25 –Gold Grade Variability by Future Ore Zone

 

Source: DRA, 2024

 

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Figure 13.26 – Sulfide Grade Variability by Future Ore Zone

 

Source: DRA, 2024

 

Gold recovery by gravity concentration and cyanide leaching from these samples was high, with a few exceptions. Overall gold recovery averaged 94.6% from the variability samples tested, ranging between 77.2 and 98.8%. A comparison of overall gold recovery variability by production zone is shown in Figure 13.27. Note that RDW test work shown in this figure was completed at a particle size of 110 µm (P₈₀), compared to the remaining test work completed at 74 µm. This is expected to cause the RDW recovery shown to be 1 to 2% lower than would be achieved at particle size comparable to the other zones shown, according to the RDW master composite test data. PQD Extension 1 ore had the highest degree of gold recovery variability.

 

Figure 13.27 – Gold Recovery Variability by Future Ore Zone

 

Source: DRA, 2024

 

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Gold recovery is negatively affected by increasing sulfide content, as shown in Figure 13.28, but sulfide sulfur content alone did not explain gold recovery variations. Several PQD Ext1 samples were identified as outliers, ranging between 69.3 and 87.8% gold recovery, despite sulfide content ranging between only 1.4 and 3.4%. This suggests other mineralogical factors, which should be investigated through gold deportment study gold recovery outlier samples.

 

Figure 13.28 – Gold Recovery Variability by Sulfide Grade

 

Source: DRA, 2024

 

Lime consumption averaged 0.69 kg/t from the variability samples tested, ranging between 0.49 and 1.57 kg/t, depending upon ore zone. A comparison of lime consumption by production zone is shown in Figure 13.29.

 

Cyanide consumption averaged 0.47 kg/t from the variability samples tested, ranging between 0.11 and 1.26 kg/t, and was reasonably consistent between ore zones. A comparison of cyanide consumption by production zone is shown in Figure 13.30.

 

 

 

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Figure 13.29 – Lime Consumption Variability by Future Ore Zone

 

 

Source: DRA, 2024

 

Figure 13.30 – Cyanide Consumption Variability by Future Ore Zone

 

 

Source: DRA, 2024

 

13.3 Gold Recovery Model

 

Gold recovery is forecasted using a model that is updated annually, based on daily historical plant performance over the previous fifty-five (55) months (Newmont, 2023). The model, provided by site, and used in calculating LoM reserves and production is the following:

 

 

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Model performance against reconciled monthly gold recovery for the period of January 2021 through December 2023 at the Musselwhite mill is shown in Figure 13.31. PQ Deeps, Red Wings and Upper Lynx represented approximately 55%, 17%, and 8% of the mill feed, respectively over the period of 2021 through 2023. This model reasonably predicts average historical gold recovery, particularly around the average LoM head grade of 6.23 g/t Au.

 

Figure 13.31 – 2023 Gold Recovery Model vs. Monthly Mill Recovery, January 2021 through
December 2023

 

 

Source: DRA, 2024

 

Model performance against variability sample gold recoveries from the metallurgical test program is shown in Figure 13.32, up to 20 g/t Au. This model also reasonably predicts average gold recovery of the variability test samples, particularly around the average LoM head grade of 6.23 g/t Au. However, there is significant variability in gold recovery that is not predicted by the model and the potential for lower recovery from some of the areas to be mined is evident.

 

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Figure 13.32 – 2023 Recovery Model vs Variability Samples Recovery, below 20 g/t Au

 

 

Source: DRA, 2024

 

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14 MINERAL RESOURCE ESTIMATE

 

14.1 MINERAL RESOURCE ESTIMATE DEFINITION AND PROCEDURE

 

The current mineral resource estimate for the Musselwhite Mine has been prepared following the CIM standards and definitions, as required under NI 43-101 regulations. The standards and definitions are as follows:

 

“Mineral Resources are sub-divided, in order of increasing geological confidence, into Inferred, Indicated and Measured categories. An Inferred Mineral Resource has a lower level of confidence than that applied to an Indicated Mineral Resource. An Indicated Mineral Resource has a higher level of confidence than an Inferred Mineral Resource but has a lower level of confidence than a Measured Mineral Resource.”

 

“A Mineral Resource is a concentration or occurrence of solid material of economic interest in or on the Earth’s crust in such form, grade or quality and quantity that there are reasonable prospects for eventual economic extraction.”

 

“The location, quantity, grade or quality, continuity and other geological characteristics of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge, including sampling. “

 

“Material of economic interest refers to diamonds, natural solid inorganic material, or natural solid fossilized organic material including base and precious metals, coal, and industrial minerals.”

 

“The term Mineral Resource covers mineralization and natural material of intrinsic economic interest which has been identified and estimated through exploration and sampling and within which Mineral Reserves may subsequently be defined by the consideration and application of Modifying Factors. The phrase ‘reasonable prospects for eventual economic extraction’ implies a judgment by the Qualified Person in respect of the technical and economic factors likely to influence the prospect of economic extraction. The Qualified Person should consider and clearly state the basis for determining that the material has reasonable prospects for eventual economic extraction. Assumptions should include estimates of cut-off grade and geological continuity at the selected cut- off, metallurgical recovery, smelter payments, commodity price or product value, mining and processing method and mining, processing and general and administrative costs. The Qualified Person should state if the assessment is based on any direct evidence and testing.”

 

“Interpretation of the word ‘eventual’ in this context may vary depending on the commodity or mineral involved. For example, for some coal, iron, potash deposits and other bulk minerals or commodities, it may be reasonable to envisage ‘eventual economic extraction’ as covering time periods in excess of 50 years. However, for many gold deposits, application of the concept would normally be restricted to perhaps 10 to 15 years, and frequently to much shorter periods of time.”

 

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14.1.1 Measured Mineral Resource

 

“A Measured Mineral Resource is that part of a Mineral Resource for which quantity, grade or quality, densities, shape, and physical characteristics are estimated with confidence sufficient to allow the application of Modifying Factors to support detailed mine planning and final evaluation of the economic viability of the deposit.”

 

“Geological evidence is derived from detailed and reliable exploration, sampling and testing and is sufficient to confirm geological and grade or quality continuity between points of observation.”

 

“A Measured Mineral Resource has a higher level of confidence than that applying to either an Indicated Mineral Resource or an Inferred Mineral Resource. It may be converted to a Proven Mineral Reserve or to a Probable Mineral Reserve.”

 

“Mineralization or other natural material of economic interest may be classified as a Measured Mineral Resource by the Qualified Person when the nature, quality, quantity, and distribution of data are such that the tonnage and grade or quality of the mineralization can be estimated to within close limits and that variation from the estimate would not significantly affect potential economic viability of the deposit. This category requires a high level of confidence in, and understanding of, the geology and controls of the mineral deposit.”

 

14.1.2 Indicated Mineral Resource

 

“An Indicated Mineral Resource is that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics are estimated with sufficient confidence to allow the application of Modifying Factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit.”

 

“Geological evidence is derived from adequately detailed and reliable exploration, sampling and testing and is sufficient to assume geological and grade or quality continuity between points of observation.”

 

“An Indicated Mineral Resource has a lower level of confidence than that applying to a Measured Mineral Resource and may only be converted to a Probable Mineral Reserve.”

 

“Mineralization may be classified as an Indicated Mineral Resource by the Qualified Person when the nature, quality, quantity and distribution of data are such as to allow confident interpretation of the geological framework and to reasonably assume the continuity of mineralization. The Qualified Person must recognize the importance of the Indicated Mineral Resource category to the advancement of the feasibility of the project. An Indicated Mineral Resource estimate is of sufficient quality to support a Pre-Feasibility Study which can serve as the basis for major development decisions.”

 

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14.1.3 Inferred mineral resource

 

“An Inferred Mineral Resource is that part of a Mineral Resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity.”

 

“An Inferred Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource and must not be converted to a Mineral Reserve. It is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration.”

 

“An Inferred Mineral Resource is based on limited information and sampling gathered through appropriate sampling techniques from locations such as outcrops, trenches, pits, workings and drill holes. Inferred Mineral Resources must not be included in the economic analysis, production schedules, or estimated mine life in publicly disclosed Pre-Feasibility or Feasibility Studies, or in the Life of Mine plans and cash flow models of developed mines. Inferred Mineral Resources can only be used in economic studies as provided under NI 43-101.”

 

“There may be circumstances, where appropriate sampling, testing, and other measurements are sufficient to demonstrate data integrity, geological and grade/quality continuity of a Measured or Indicated Mineral Resource, however, quality assurance and quality control, or other information may not meet all industry norms for the disclosure of an Indicated or Measured Mineral Resource. Under these circumstances, it may be reasonable for the Qualified Person to report an Inferred Mineral Resource if the Qualified Person has taken steps to verify the information meets the requirements of an Inferred Mineral Resource.”

 

14.2 General Description

 

Two models were used to generate the mineral resource statement presented in this Report; these include the East Limb and the West Limb models. All model estimation was completed in accordance with stringent internal standards and guidelines by qualified personnel within the Musselwhite Geology and Resources team. The models and all supporting data were subsequently reviewed and validated by Qualified Person, Ryan Wilson, P.Geo., of DRA Americas Inc.

 

Estimation was focused on Au content using exclusively diamond drill data. The extents of the 2023 East Limb model remained largely the same as the previous internal version with the exception of a slight expansion to the north to encompass the PQ Deeps mineral inventory extensions for targeting purposes. The West Limb model as presented in this Report has not been updated since 2021 and therefore, its extents and estimate remain unchanged since that time. Previous internal reports have also included a third model for the West Anticline (WAT) area. However, the latest internal update of this model in early 2023 indicated that it no longer contains any resource material; as such, the WAT model is not discussed any further here.

 

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14.3 East Limb Deposits

 

The Opapimiskan-Markop Assemblage in the deposit area is folded into a D2 synform with multiple synform-antiform pairs. Fold axes have a variable plunge from about 5 deg in the Esker North (east) to 43 deg in the West Anticline (west). From a structural top the assemblage consists of calc-alkaline felsic to intermediate volcanic and sedimentary rocks, tholeiitic, mafic volcanic and subvolcanic rocks, and tholeiitic, komatiitic basalt and ultramafic volcanic rocks.

 

The geology model used for the 2023 resource update has been transitioned back to an explicit modelling workflow using Vulcan software for wireframe generation, with the aim to achieve better internal consistency and allow for easier modifications in both short-term and annual model updates.

 

14.3.1 Supporting Data

 

14.3.1.1 Drill Hole Database and Data Verification

 

The Musselwhite Mine Geology and Resources team provided the diamond drill hole assays database used by DRA to review and confirm the Mineral Resources reported herein for the East Limb deposits. Further information regarding the database and its verification can be found in Section 12 of this Report.

 

14.3.1.2 Topography

 

The topographic data used for the project was provided by the Musselwhite Mine Geology and Resources team in the form of a regional Digital Elevation Model (DEM) and deemed of appropriate quality by DRA to be used for planning purposes. An interpreted bedrock surface based on available drilling data was also provided.

 

14.3.1.3 Rock Density

 

Work is ongoing to formally examine the bulk density data at Musselwhite and finalize a procedure for proper data collection; this project is expected to be completed in the near future. As a result, the density values used in previous models are carried forward here (Table 14.1). It is recommended that further work be completed to analyze any trends or correlations in the density data set.

 

It is recommended that an increased frequency of density measurements be collected, especially in lithologies or areas where previous sampling has been sparse as the focus of efforts to date have largely focused on former grade shell areas (known mineralization)

 

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Table 14.1 – East Limb Deposits – Specific Gravity Values Summarized by Estimation Domain

 

Domain Specific Gravity
(SG)
100 (Ultramafics) 3.00
200 (Felsics) 2.85
300 (Upper Mafics) 3.09
301 (Lower Mafics) 3.00
302 (Lower Mafics) 3.00
401-408 (Intraformational) 3.07
500 (4F Schist) 3.10
600 (4EA) 3.29
700 (4B) 3.37
701 (4B-RDW) 3.40
702 (4B-RDW) 3.11
999 (OVB) 2.20

 

14.3.1.4 Three-Dimensional (3D) Modelling

 

The Musselwhite Mine Geology and Resources team provided the QP with a set of wireframes for the lithological domains at the East Limb deposits. Following review of the approach and methodology used to generate the wireframes, in addition to discussions during the QP site visit, DRA conducted an independent review of the interpreted zones both on section and in 3D using MinePlan 3D.

 

The model was constructed using an explicit modelling workflow in Vulcan software. Sectional polyline interpretations were created for the modelled lithologies at a typical resolution of 25 m. Tighter spacings (12.5 m) were used in areas with more drilling and/or more complex fold geometries and larger spacings (>25 m) were used where the model was projected through areas with lesser drilling. Tie lines were created for each unit by snapping to the synform and antiform hinges of prominent folds to aid in creating triangulated surfaces.

 

The model extents were chosen to cover the entirety of the East Limb, T-Antiform, and Red Wing areas and were unchanged from the previous 2022 internal model extents.

 

Units modelled for the lithological model include the Northern Iron Formation (NIF) Felsic Volcanics, NIF Upper Volcanics, NIF 4F, NIF 4EA, NIF 4B, Southern Iron Formation (SIF) Mafics, SIF Lower 4B, and Basement rocks. Two prominent intrusions modelled include the Snoppy Dyke and PQD Ultramafic Dyke. A total of seven intraformational (ITF) schists were also modelled, including the Hanging-wall ITF (HWITF), Felsic ITF (FITF), Lynx North ITF (LNIF), Lynx North ITF X1 (LNIF-X1), Upper ITF North (UITF-N), Upper ITF X1 (UITF-X1) and Upper ITF X2 (UITF-X2).

 

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Structural modelling resulted in the construction of 15 major structures based on geotechnical Rock- Quality Designation (RQD) data, structural logging and lithological logging. These have been classified into three structural groupings, including series of seven gas faults (FLT_Gas_1 to FLT_Gas_7), six longitudinal faults (FLT_B-Block Shear, FLT_Conveyor Shear, FLT_RQD_1, FLT_TAN_1, FLT_TAN_2, FLT_60_South), and two cross faults (FLT-RDW_X1, FLT_RDW_X2).

 

The quality and density of available structural data, in combination with the structural complexity of the East Limb means that these structures are supported by varying degrees of verifiable data along the strike of the model. As a result, only four structures with higher confidence were used in domaining the resource model.

 

In general, the final estimation domains are defined by a combination of interpreted stratigraphic units and fault blocks, with subdomains further divided where warranted by statistical differences. The resulting lithological, structural and estimation domains for the Musselwhite Mine are summarized in Table 14.2, and a representative 3D orthographic projection is also provided in Figure 14.1.

 

The model was also independently checked by the site team against underground production mapping where data was available, and appears to accurately reflect the underground data. Volumes in five key areas were compared to a previous 2022 internal model and volumetric changes are typically < ± 1%.

 

Table 14.2 – Summary of Lithological, Structural and Estimation Domains

 

Lithology dom_lith dom_hz dom_est dom_stat Interpolation Associated Zones
Overburden 999 N/A N/A 999 Assigned waste N/A
PQ Ultramafic Dyke 100 N/A N/A 100 Assigned waste Near PQD
Snoppy Dyke 101 N/A N/A 101 Assigned waste N/A
Felsic Volcanics 200 N/A 200 200 OK N/A
Upper Volcanics 300 1 3001 300 Unfolded OK N/A
2 3002 Unfolded OK N/A
3 3003 Unfolded OK N/A
4 3004 Unfolded OK N/A
5 3005 Unfolded OK N/A
Lower Volcanics 301 N/A 301 301 OK N/A
302 N/A 302 OK N/A

 

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Lithology dom_lith dom_hz dom_est dom_stat Interpolation Associated Zones
4E (intraformational) 401 N/A 401 400 OK HWIF
402 N/A 402 OK UITF
403 N/A 403 OK UITF X1
404 N/A 404 OK LNIF
405 N/A 405 OK FITF
406 N/A 406 OK UITF X2
407 N/A 407 OK TAN IF
408 N/A 408 OK LNIF X1
4F Schist 500 1 5001 500 Unfolded OK N/A (Typical HW l i tho)
2 5002 Unfolded OK N/A (Typical HW l i tho)
3 5003 Unfolded OK N/A (Typical HW l i tho)
4 5004 Unfolded OK N/A (Typical HW l i tho)
5 5005 Unfolded OK N/A (Typical HW l i tho)
4EA 600 1 6001 6001 Unfolded OK PQC, Lynx, Ulynx, Snoppy, West, Esker
2 6002 6002 Unfolded OK PQC, Lynx, Ulynx, Snoppy, West, Esker
3 6003 6003 Unfolded OK PQC, Lynx, Ulynx, Snoppy, West, Esker
4 6004 6004 Unfolded OK PQC, Lynx, Ulynx, Snoppy, West, Esker
5 6005 6005 Unfolded OK PQC, Lynx, Ulynx, Snoppy, West, Esker
4B 700 1 7001 700 Unfolded OK Ulynx, PQC2
2 7002 Unfolded OK Ulynx, PQC2
3 7003 Unfolded OK Ulynx, PQC2
4 7004 Unfolded OK Ulynx, PQC2
5 7005 Unfolded OK Ulynx, PQC2
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Lithology dom_lith dom_hz dom_est dom_stat Interpolation Associated
Zones
4B (RDW) 701 N/A 701 701 Unfolded OK RDWL
702 N/A 702 702 Unfolded OK RDWH, RDWY
N/A = Not Applicable

 

 

Figure 14.1 – 3D Orthographic View of East Limb Deposit Lithological Domains

 

Source: Newmont, 2023

 

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14.3.1.5 Descriptive Statistics

 

Data was flagged according to lithological and structural domains, then statistically analyzed to determine the final domain selections for resource estimation (as shown above in Table 14.2). It is important to note that due to the nature of fan drilling completed from underground drill platforms, clustering of data is common in proximity to the drill collar locations. As a result, cell declustering weights are first calculated in RMSP prior to statistical analysis to reduce this effect; the parameters used for declustering are given in Table 14.3.

 

Table 14.3 – Cell Declustering Parameters used in RMSP for Weight Calculations

 

Direction Cell Dimension (m)
X 50
Y 50
Z 50

 

The overall analysis included basic descriptive statistics, log histograms, box plots and Cumulative Distribution Function (CDF) plots of all raw data samples contained within each domain of the geological model. Length-weighted results are summarized by domain in Table 14.4 and Figure 14.2 to Figure 14.4.

 

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Table 14.4 – Basic Descriptive Statistics for Raw Data Samples (Declustered) Summarized by Domain

 

Description 100 101 200 300 301 400 500 600 700 701 702
count 4314 463 44,712 300,263 52,661 15,106 63,176 169,805 276,426 34,241 13,167
mean 0.25 0.88 0.16 0.61 0.11 2.16 0.64 2.00 0.52 0.56 1.44
stdev 1.59 2.96 1.06 3.68 1.96 5.84 2.52 7.78 8.15 3.50 3.80
cv 6.40 3.35 6.74 6.06 18.49 2.70 3.95 3.89 15.59 6.26 2.65
min 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
P10 0.01 0.01 0.00 0.01 0.00 0.02 0.01 0.02 0.01 0.01 0.01
P50 0.03 0.07 0.02 0.04 0.02 0.21 0.06 0.20 0.08 0.10 0.29
P90 0.21 2.06 0.22 0.89 0.14 6.05 1.30 5.39 0.89 1.16 3.81
max 77.50 36.60 62.70 735.44 903.00 204.00 238.00 2,640.0 5,270.0 676.17 250.13

 

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Figure 14.2 – Representative Log Histogram Plots Summarized by Grouped Domains

 

Source: Newmont, 2023

 

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Figure 14.3 – Box and Whisker Plots Summarized by Grouped Estimation Domains

 

Source: Newmont, 2023

 

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Figure 14.4 – Representative Cumulative Distribution Function (CDF) Plots Summarized by Grouped Domains

 

Source: Newmont, 2023

 

14.3.1.6 Compositing

 

Drill hole intercepts through the interpreted domains are composited to 1.0-m equal length intervals, with a 0.5 m tolerance for shorter intervals resulting from intersection of wireframes or unsampled/missing intervals. Globally, the most common sample length at Musselwhite is one (1) m through mineralized areas (supported by descriptive statistics); moreover, this composite length has been used historically as a standard practice at the mine.

 

A large portion of holes at Musselwhite have been unsampled over the life of mine due to the assumption that the material was uneconomic and related geological sampling decisions. To account for these missing data, a waste grade of 0.01 g/t Au (detection limit) has been assigned during the compositing process for the unsampled areas. Basic descriptive statistics for the composited data within wireframes (i.e., zone intercepts) are provided in Table 14.5.

 

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Table 14.5 – Basic Descriptive Statistics for 1.0-m Composite Data (Declustered) Summarized by Domain

 

Description 100 101 200 300 301 400 500 600 700 701 702
count 3,751 440 40,128 260,389 47,323 11,780 56,354 154,866 257,233 29,791 9,943
mean 0.21 0.85 0.15 0.55 0.10 2.13 0.61 1.92 0.49 0.52 1.39
stdev 1.22 2.55 1.03 2.52 0.89 5.18 2.26 5.60 3.57 2.54 3.04
cv 5.71 3.00 6.74 4.57 9.02 2.43 3.69 2.92 7.31 4.89 2.19
min 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
P10 0.01 0.01 0.00 0.01 0.00 0.03 0.01 0.02 0.01 0.01 0.02
P50 0.03 0.07 0.02 0.05 0.02 0.33 0.07 0.27 0.09 0.13 0.34
P90 0.21 2.19 0.24 0.97 0.15 5.84 1.31 5.28 0.93 1.11 3.81
max 39.22 36.60 53.64 224.61 271.18 204.00 238.00 1,184.2 1,591.1 214.01 127.14

 

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14.3.1.7 Grade Capping

 

Grade capping (top cutting) is used to limit the spatial extrapolation of occasional isolated high grades in the resource model estimates. Capping analyses undertaken included the use of log histograms, log probability plots, ranked composites, and outlier analysis.

 

Log probability plots generally show clear inflection points at the selected capping value when a threshold is applied to view the upper most samples. Outliers were examined by viewing the ranked composites for each estimation domain. Top cuts were also investigated by capping the highest-grade values sequentially and analyzing the effect on the coefficient of variation (CV) of the remaining data. Capping was ultimately applied to the composites at the time of grade estimation.

 

The final selected capping grades used in the resource estimate are summarized along with a subset of basic descriptive statistics in Table 14.6. It should be noted that no capping was applied to the 100 or 101 domains as these are barren dykes and assigned a waste grade. Representative log probability plots are also provided in Figure 14.5.

 

DRA has reviewed and agrees with the grade capping methodology and selections used by the Musselwhite Geology and Resources team; these data are considered sufficient for subsequent resource estimation purposes.

 

Table 14.6 – Summary of Selected Capping Grades by Statistical Domain

 

Stat
Domain
Uncapped
Mean (g/t)
Uncapped
CV
Capping
Grade (g/t)
Capped
Comps (#)
Capped
Comps (%)
Capped
Mean (g/t)
Capped
CV
Metal Loss
(%)
100 0.21 5.71 - - - - - -
101 0.85 3.00 - - - - - -
200 0.15 6.74 5.00 69 0.17 0.13 3.40 15.73
300 0.55 4.57 63.00 37 0.01 0.55 4.22 0.86
301 0.10 9.02 5.00 84 0.18 0.09 3.67 13.76
400 2.13 2.43 80.00 3 0.03 2.11 2.29 0.60
500 0.61 3.69 18.00 265 0.47 0.59 3.05 4.07
600 1.92 2.92 100.00 15 0.01 1.90 2.40 0.79
700 0.49 7.31 60.00 58 0.02 0.47 3.80 2.76
701 0.52 4.89 32.00 13 0.04 0.49 2.88 5.00
702 1.39 2.19 80.00 1 0.01 1.39 2.16 0.08

 

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Figure 14.5 – Representative Log Probability Plots of Selected Statistical Domains

 

Source: Newmont, 2023

 

14.3.1.8 Variography

 

Variography aims to assess the spatial continuity of grade for an element of interest, and ultimately helps guide the definition of parameters for the interpolation of Mineral Resources. The selected approach, Ordinary Kriging (OK), is a linear geostatistical estimator that requires input parameters to limit the size of the search neighbourhood (via a defined search ellipsoid) for each point to be interpolated within the block model.

 

Downhole and directional variography were run using RMSP software. Variograms are run to analyze the spatial relationships of composited data within the selected statistical domain.

 

Variography was carried out on the unfolded, uncapped data. Variograms were modelled with three spherical models and the nugget set using an omnidirectional variogram with 5 m lag spacing.

 

Nugget values for Musselwhite range from 0.1 to 0.35. The structure ranges are very long in the direction of maximum continuity and can reach the sill at ranges up to 200 m.

 

Variogram model parameters are summarized in Table 14.7, and representative back-transformed normal scores models are also shown in Figure 14.6.

 

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Table 14.7 – Variogram Model Parameters for East Limb Deposits

 

Dom_Lith 200 300 301 302 400 500 600 700 701 702
Nugget 0.25 0.26 0.15 0.35 0.28 0.1 0.2 0.25 0.278 0.2
Angle1 0 0 0 0 0 0 0 0 0 0
Angle2 0 0 0 0 0 0 0 0 0 0
Angle3 0 0 0 0 0 0 0 0 0 0
Sill (Str 1) 0.25 0.34 0.25 0.25 0.24 0.5 0.4 0.43 0.222 0.3
Range 1 (Str 1) 5 5 5 5 5 5 3 2 10 5
Range 2 (Str 1) 2 5 2 2 2 5 3 2 5 2
Range 3 (Str 1) 5 1 1 1 1 3 3 1 5 2
Type (Str 1) Sph Sph Sph Sph Sph Sph Sph Sph Sph Sph
Sill (Str 2) 0.25 0.2 0.25 0.2 0.16 0.25 0.1 0.17 0.222 0.25
Range 1 (Str 2) 20 30 10 10 10 15 15 10 20 10
Range 2 (Str 2) 15 15 8 8 8 30 15 15 20 10
Range 3 (Str 2) 15 15 8 8 8 10 7 8 15 8
Type (Str 2) Sph Sph Sph Sph Sph Sph Sph Sph Sph Sph
Sill (Str 3) 0.25 0.2 0.35 0.2 0.32 0.15 0.3 0.15 0.278 0.25
Range 1 (Str 3) 150 200 150 150 150 200 70 70 95 80
Range 2 (Str 3) 45 100 45 45 45 150 50 20 80 45
Range 3 (Str 3) 45 30 10 10 10 30 30 15 30 10
Type (Str 3) Sph Sph Sph Sph Sph Sph Sph Sph Sph Sph

 

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Figure 14.6 – Representative Normal Scores Variograms (Back-transformed) for the Lower Volcanics, East Limb Deposits

 

Source: Newmont, 2023

 

The variograms were also used to help guide the selection of maximum search ellipsoid distances (ranges) for Measured, Indicated and Inferred Resource categories, in conjunction with geological information and other statistical factors, such as average drill hole spacing.

 

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14.3.2 Mineral Resource Estimate

 

Gold is currently the only mineral of interest at the Musselwhite Mine and therefore was the sole variable estimated as part of this resource update. Following generation of the mineralized wireframes in Maptek Vulcan software, the relevant data was transferred to RMSP (version 1.12.2) to build the block model and perform the subsequent grade and tonnage computations.

 

14.3.2.1 Block Model

 

Sub-blocking was used to define narrow zones and to maintain volume integrity with the lithological surfaces and triangulations.

 

The block model was non-rotated and aligned north–south with the primary Musselwhite Mine grid. Block model definition parameters are found in Table 14.8.

 

Various block sizes were tested, and the resulting sizes provide adequate resolution along the lithological surfaces while keeping a reasonable file size.

 

Further discussion with the Engineering team to test the effects of different block sizes and ensure optimal size is being used is recommended.

 

Table 14.8 – Block Model Definition Parameters for East Limb Deposits

 

Description Value
Model Dimension X (m) 1134
Model Dimension Y (m) 8220
Model Dimension Z (m) 2155
Origin X (Easting) 8200.5
Origin Y (Northing) 7755.0
Origin Z (Lower Elev.) 3202.5
Rotation (º) 0
Block Size X (m) 1
Sub-block Size X (m) 1
Block Size Y (m) 10
Sub-block Size Y (m) 2.5
Block Size Z (m) 5
Sub-block Size Z (m) 2.5

 

14.3.2.2 Search Strategy and Interpolation

 

Gold block values were interpolated for each individual estimation domain using the generated composites and the Ordinary Kriging (OK) method. The set of search parameters used in the multi-

 

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pass interpolations, derived mainly from variographic analysis and supported by geological interpretations and statistical factors such as average drill hole spacing, are summarized by estimation domain in Table 14.9.

 

Table 14.9 – Ordinary Kriging (OK) Interpolation Parameters Summary for East Limb Deposits

 

Domain Pass Estimation
Method
Min
Samples
Max
Samples
Max.
Samples
/DDH
Major
Axis
Semi
Axis
Minor
Axis
6001 1 OK
Unfolded
6 8 2 30 60 0.25
2 OK
Unfolded
8 10 2 70 110 0.3
3 OK
Unfolded
8 10 3 100 180 0.3
6003 1 OK
Unfolded
8 10 3 40 50 40
2 OK
Unfolded
8 10 3 70 80 70
3 OK
Unfolded
8 10 3 100 150 100
6005 1 OK
Unfolded
6 8 2 30 60 0.25
2 OK
Unfolded
8 10 3 70 110 0.3
3 OK
Unfolded
8 12 3 150 200 0.3
6002 1 OK
Unfolded
6 10 2 100 50 0.25
2 OK
Unfolded
8 16 3 150 75 0.3
3 OK
Unfolded
8 16 3 300 150 0.3
6004 1 OK
Unfolded
6 10 2 30 60 5
2 OK
Unfolded
6 12 2 70 120 7
3 OK
Unfolded
8 12 3 100 200 10
7001 1 OK
Unfolded
6 10 2 100 75 0.2
2 OK
Unfolded
8 16 3 200 150 1
7002 1 OK
Unfolded
8 10 3 40 40 0.2
2 OK
Unfolded
12 16 3 100 80 0.2
               

 

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Domain Pass Estimation
Method
Min
Samples
Max
Samples
Max.
Samples
/DDH
Major
Axis
Semi
Axis
Minor
Axis
  3 OK
Unfolded
12 16 3 200 200 1
7003 1 OK
Unfolded
12 16 3 150 100 0.2
2 OK
Unfolded
8 10 3 220 120 0.2
3 OK
Unfolded
8 10 3 300 400 1
7004 1 OK
Unfolded
10 16 3 50 20 5
2 OK
Unfolded
12 16 3 220 120 10
3 OK
Unfolded
12 16 3 260 190 15
7005 1 OK
Unfolded
6 8 2 70 20 15
2 OK
Unfolded
6 10 2 100 50 30
701 1 OK
Unfolded
8 10 3 50 25 0.5
2 OK
Unfolded
8 12 3 100 50 0.5
3 OK
Unfolded
8 12 3 150 90 0.5
702 1 OK
Unfolded
8 12 3 30 30 10
2 OK
Unfolded
8 12 3 50 50 30
3 OK
Unfolded
6 12 3 100 100 50
3001,
3002,
3003
1 OK
Unfolded
8 16 3 40 80 0.3
2 OK
Unfolded
8 12 3 85 100 0.3
3004 1 OK
Unfolded
8 12 3 40 80 0.3
2 OK
Unfolded
8 12 3 85 100 0.3
3 OK
Unfolded
8 12 3 200 400 0.3
3005 1 OK
Unfolded
12 16 3 40 80 0.3
2 OK
Unfolded
12 16 3 85 100 0.3

 

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Domain Pass Estimation
Method
Min
Samples
Max
Samples
Max.
Samples
/DDH
Major
Axis
Semi
Axis
Minor
Axis
5001,
5002,
5003,
5004,
5005
1 OK
Unfolded
6 10 2 50 35 1
2 OK
Unfolded
8 12 3 100 70 1
3 OK
Unfolded
8 12 3 300 150 1
200 1 OK 8 16 3 80 120 50
2 OK 8 16 3 160 240 100
3 OK 8 16 3 500 800 300
301 1 OK 8 16 3 150 80 50
2 OK 8 16 3 300 160 100
3 OK 8 16 3 800 500 300
302 1 OK 8 16 3 150 80 50
2 OK 8 16 3 300 160 100
3 OK 8 16 3 800 500 300
401-408 1 OK 8 16 3 65 25 10
2 OK 8 16 3 120 50 20
3 OK 8 16 3 360 150 60

 

Unfolding

 

Primary lithologies (300, 500, 600, 700, 701, 702) were estimated using an unfolded model. This estimation technique honors the folding found in areas of the deposit and allows samples to be selected in a way that more closely represents the geological interpretation compared to other estimation techniques.

 

RMSP’s unfolding workflow has two (2) steps: 1) build a discretization of the mesh into UV coordinates with a series of cube-like structure constructed by extending vectors from the bottom surface to the top surface, and; 2) map Cartesian coordinates between the meshes into a new UVW coordinate system using the cuboids constructed between the given surfaces. This methodology allows for validating the unfolded object by plotting using the UVW coordinates and avoids any issues that are typically encountered with back-transforming folded data by keeping the original XYZ coordinates with each data point. Unfolding vectors can also be checked visually for errors, i.e., illogical intersection of vectors.

 

Estimation Parameters

 

All domains were estimated using multi-pass OK. Barren lithologies were not estimated and assigned a grade of 0.01 g/t; these include the PQ ultramafic dyke and the two (2) Snoppy dykes.

 

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As described in Table 14.9, estimation domains were estimated using multiple passes. The first pass on each domain generally uses a minimum of 6 or 8 samples and a maximum of 10 samples, with a limit of 2 or 3 samples per drill hole for the main silicate iron formation domains. The second pass uses a larger search region with a minimum of 8 samples, maximum of 16 samples and a maximum of 3 samples per drill hole. The third pass was not utilized in all lithologies, but uses a minimum of 8 samples and a maximum of 16 samples with a maximum of 3 samples per drill hole.

 

The same capping values were used for all passes of each estimation domain.

 

14.3.2.3 Mineral Resource Classification

 

The Mineral Resources reported herein for the East Limb deposits at Musselwhite Mine have been classified into Measured, Indicated and Inferred categories. This classification is based on the interpreted geological and grade continuity of the observed gold mineralization.

 

Primary categorization was based on multiple-pass OK interpolation which employed increasing search ellipsoid ranges (refer back to Table 14.9).

 

A drill hole spacing (DHSS) study was completed in 2021 by Resource Modeling Solution external consultants and recommended 50 x 25 m would be a better representation for Indicated Resource, reducing to 25 x 12.5 m for Measured Resource (Table 14.10). This measurement for Indicated represents a slight increase on the vertical drill spacing recommendations compared to previously used criteria. The increased vertical drill density of 12.5 m provides increased resolution across the strike of the orebody to aid in defining the geometry of the tight structural folds of the interpreted lithologies.

 

This drill hole spacing was independent of the Redwing area and until further investigation can be completed, the Redwing will continue to use the tighter historic recommendations (Table 14.11).

 

Table 14.10 – Resource Classification Guidance, East Limb Deposits (Excluding Redwing)

 

Classification Drill Spacing (m)
Vertical Strike
Measured 12.5 25
Indicated 25 50
Inferred 25 100
High Confidence Inventory 25 200

 

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Table 14.11 – Resource Classification Guidance, Red Wing Deposit

 

Classification Drill Spacing (m)
Vertical Strike
Measured 12.5 25
Indicated 12.5 50
Inferred 12.5 100
High Confidence Inventory 25 200

 

The resource categories use an unconstrained, anisotropic (major direction down plunge) estimate to determine the average distance to the three closest holes (using a minimum and maximum of one sample per hole). The blocks were then flagged by using half the diagonal distance of the drill grid as outlined in internal site guidelines.

 

Further classification support is provided by considering proportions of sampled and unsampled intervals in the database. Composites are flagged with either a 1 or 0, indicating if they were sampled or unsampled (assigned a detection limit grade). A kriging estimate is then performed using this data and the same estimation parameters as the final estimate. This produces a value for each block between 0 and 1, which indicates a relative proportion of the number of detection limit samples used to inform the grade of each block.

 

14.3.3 Block Model Validation

 

The block model was validated by the Musselwhite Geology and Resources team using a combination of visual inspection, swath plots (in folded and unfolded space) and comparison with nearest neighbour (NN) estimates.

 

Similar exercises were carried out by DRA, confirming the generated block model to be reasonable and valid for the purposes of reporting Mineral Resources.

 

14.3.3.1 Visual Inspection

 

Estimated blocks and drill hole intercepts were reviewed by DRA both on 2D sections (vertical and plan views) and interactively within the Isatis.neo 3D software environment. The block grades were considered to suitably respect assay grades throughout the deposit. A representative vertical section through the core of the deposit is shown in Figure 14.7.

 

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Figure 14.7 – Comparison of Assay and Block Grades on Representative Vertical Section
(13,500N), East Limb Block Model

 

Source: DRA, 2024

 

14.3.3.2 Swath Plots

 

Swath plots for each domain were created in RMSP and used to understand and validate the ordinary kriged estimate against the composite grades and a nearest neighbour estimate. Representative plots against the X, Y and Z directions are shown below in Figure 14.8 to Figure 14.10.

 

Given the folded geometry of the deposit, the plots are sometimes difficult to interpret as looking at the Y plot may be most applicable to the Musselwhite plunge, but potentially introduces 3 separate fold limbs to analyze in a single plot. Therefore, units that were unfolded were also used to create swath plots in unfolded space.

 

Due to the nature of the unfolded estimate, some of the folded swath plots show localized divergence from the naïve mean of the composites. Further work is required to align the swath plots with the proper sample selection of firm boundaries.

 

Overall, it is generally clear that estimated block grades closely match those of the 1 m composite data throughout the deposits, with a minor amount of smoothing (as expected).

 

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Figure 14.8 – East Limb Deposits Swath Plot of Estimation Domain 700 – X-direction (East-
West) – 1 m Capped Composites vs. Estimated Block Grades

 

Source: Newmont, 2023

 

Figure 14.9 – East Limb Deposits Swath Plot of Estimation Domain 700 – Y-direction (North-
South) – 1 m Capped Composites vs. Estimated Block Grades

 

Source: Newmont, 2023

 

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Figure 14.10 – East Limb Deposits Swath Plot of Estimation Domain 700 – Z-direction
(Elevation) – 1 m Capped Composites vs. Estimated Block Grades

 

Source: Newmont, 2023

 

14.3.3.3 Alternative Interpolation Methods

 

A Nearest Neighbour (NN) model was also run as a secondary interpolation method in order to compare against the selected OK method used for this resource estimate. The results of this comparison are summarized in both outputs are reported here as a global bias check. The correlation between the models is generally reasonable for such a structurally complex deposit, with many domains falling within 5–10% of the NN estimate. Larger exceptions to this include those domains with few real samples, which were mostly estimated using assigned grades during compositing (e.g., domains 200 and 702).

 

Table 14.12; both outputs are reported here as a global bias check. The correlation between the models is generally reasonable for such a structurally complex deposit, with many domains falling within 5–10% of the NN estimate. Larger exceptions to this include those domains with few real samples, which were mostly estimated using assigned grades during compositing (e.g., domains 200 and 702).

 

Table 14.12 – Comparison of OK and NN Interpolation, East Limb Block Model

 

Domain Composite
Grade (g/t)
OK Grade
(g/t)
NN Grade
(g/t)
% Difference
(NN/OK)
200 0.13 0.06 0.05 -25
300 0.55 0.31 0.32 4
301 0.09 0.06 0.05 -22
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Domain Composite
Grade (g/t)
OK Grade
(g/t)
NN Grade
(g/t)

% Difference
(NN/OK)

401 2.70 2.50 2.39 -5
402 6.36 5.90 5.94 1
403 0.53 0.46 0.48 3
404 7.54 9.18 8.96 -2
405 1.21 1.62 1.63 1
406 0.98 0.90 0.96 6
408 2.34 3.15 3.46 9
500 0.59 0.73 0.67 -9
600 1.90 2.37 1.92 -24
700 0.47 0.48 0.44 -8
701 0.49 0.44 0.40 -12
702 1.39 1.26 0.99 -28

 

14.4 West Limb Deposits

 

The Opapimiskan-Markop Assemblage in the deposit area is folded into a D2 synform with multiple synform-antiform pairs. Fold axes have a variable plunge from about 5 deg in the Esker North (east) to 43 deg in the West Anticline (west). From a structural top the assemblage consists of calc-alkaline felsic to intermediate volcanic and sedimentary rocks, tholeiitic, mafic volcanic and subvolcanic rocks, and tholeiitic, komatiitic basalt and ultramafic volcanic rocks.

 

The geology model used for the latest 2021 internal resource update continued to apply an implicit modelling workflow using Leapfrog software for wireframe generation. This was the case for all domains except the intraformational Rifle zone, which was modelled explicitly in Vulcan due to its narrow nature.

 

14.4.1 Supporting Data

 

14.4.1.1 Drill Hole Database and Data Verification

 

The Musselwhite Mine Geology and Resources team provided the diamond drill hole assays database used by DRA to review and confirm the Mineral Resources reported herein for the West Limb deposits. Further information regarding the database and its verification can be found in Section 12 of this Report.

 

14.4.1.2 Topography

 

The topographic data used for the project was provided by the Musselwhite Mine Geology and Resources team in the form of a regional Digital Elevation Model (DEM) and deemed of appropriate

 

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quality by the QP to be used for planning purposes. An interpreted bedrock surface based on available drilling data was also provided.

 

14.4.1.3 Rock Density

 

Work remained ongoing at the time of the West Limb resource update to formally examine the bulk density data at Musselwhite and develop a procedure for improved data collection protocols. As a result, the average density values used in previous models are carried forward here (Table 14.14). It is recommended that further work be completed to analyze any trends or correlations in the density data set.

 

It is also recommended that an increased frequency of density measurements be collected, especially in lithologies or areas where previous sampling has been sparse as the focus of efforts to date have largely focused on former grade shell areas.

 

Table 14.13 – West Limb Deposits – Specific Gravity Values by Estimation Domain

 

Domain Specific Gravity
(SG)
100 (Ultramafics) 3.00
200 (Felsics) 2.80
300 (Upper Mafics) 2.95
301 (Lower Mafics) 2.95
303 (Lower Mafics) 3.00
400 (Intraformational) 3.15
500 (4F Schist) 3.00
501 3.10
600 (4EA) 3.29

 

 

14.4.1.4 Three-Dimensional (3D) Modelling

 

The Musselwhite Mine Geology and Resources team provided the QP with a set of wireframes for the lithological domains at the West Limb deposits. Following review of the approach and methodology used to generate the wireframes, in addition to discussions during the QP site visit, DRA conducted an independent review of the interpreted zones both on section and in 3D using MinePlan 3D and Isatis.neo software packages.

 

3D lithological units and structures were created using Leapfrog Geo software. The features to be modeled in the West Limb model comprise a simplified lithology model and a structural framework. The lithology model is broken down into two separate models, a simplified and a refined model. The difference between these two models is the internal resolution at which the Northern Iron Formation (NIF) is modelled.

 

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The simplified model was constructed with the aim to be more easily extended away from the current WEL drilling for future targeting, as well as to provide a framework within which the internal NIF could be built. The refined model includes the major internal facies changes in the NIF that are required for proper resource estimation. The refined model itself is simplified from the raw logging data to group the 4BF facies with the 4B facies, and the 4FB facies with the 4F facies. This was done because the gradational nature and complex facies changes through the sedimentary pile are not captured in enough detail or with enough reliability to accurately model these transitional facies.

 

Three structures were identified and modeled as part of the structural framework. Reliable logging data for throughgoing structures in the WEL is relatively sparse. The structures were modelled in areas with abundant supporting data, and then projected to the model extents through areas of lesser data. These structures should thus be considered only approximate in nature, and further groundtruthing can better verify their existence along the entire strike length of the model area in order to tie in their exact locations.

 

In addition to the vertical facies changes within the NIF, major lateral facies changes are also present. As a result, the stratigraphy in the West Limb is notably different than the East limb, and these changes in stratigraphy have important implications for mineralization in the West Limb. The most significant difference is that the overall thickness of the stratigraphic components of the West Limb are noticeably thicker than their East Limb counterparts, which is particularly evident in the drastic contrast in thickness of the clastic-dominated 4F component of the NIF. For more details regarding the geology of the WEL, refer to Section 7.

 

In general, the final estimation domains are defined by a combination of interpreted stratigraphic units and fault blocks. A total of 12 lithological domains have been modelled for estimation purposes, with several of these being further subdivided into 4 fault blocks by the 3 structures detailed above. The resulting lithological, structural and estimation domains for the Musselwhite Mine are summarized in Table 14.14, and a 3D orthographic view (sliced at 13,450N; looking northwest) is also provided in Figure 14.11. These geological models are equally used for resource estimation purposes.

 

Table 14.14 – Summary of Estimation Domains Based on Lithology and Structure at West
Limb Deposits

dom_lith Description
300 Basement volcanics 12,400N to 14,200N
300 Basement volcanics background
300 Lithology of WEL central fault block
200
301
500
302
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dom_lith Description
100  
700
501
303
300 Lithology of WEL east fault block
200
500
100
700
600
501
300 Lithology of WEL upper fault block
200
301
500
100
501
300 Lithology of WEL west fault block
200
301
500
300
100
700
600
501
303
400 Rifle zone intraformational (4E)

 

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Figure 14.11 – Orthographic 3D View (13,450N; Looking Northwest), West Limb Lithological
Domains

 

 

Source: DRA, 2024

 

14.4.1.5 Descriptive Statistics

 

Similar to the East Limb model, data was flagged according to lithological and structural domains, then statistically analyzed using Snowden Supervisor software and Python scripts to determine and/or confirm the final estimation domains. These statistics are run on both raw and composited data sets for comparative purposes.

 

Cell declustering weights are first calculated in Vulcan prior to statistical analysis to reduce the effect(s) of data clusters caused by fan drilling from available underground drill platforms; the parameters used for declustering are given in Table 14.15.

 

Table 14.15 – Cell Declustering Parameters used in RMSP for Weight Calculations

 

Direction Cell Dimension (m)
X 25
Y 25
Z 25
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The overall analysis included basic descriptive statistics, log histograms, box plots and Cumulative Distribution Function (CDF) plots of all raw data samples contained within each domain of the geological model. Length-weighted results are summarized by domain in Table 14.16 and Figure 14.12 to Figure 14.14.

 

Table 14.16 – Basic Descriptive Statistics for Raw Data Samples (Declustered) Summarized by Domain

 

Domain Count Mean St Dev Var CV Min Lower Quart Median Upper Quart Max
100 9,251 0.173 0.960 0.922 5.539 0.001 0.001 0.026 0.089 79.000
200 7,577 0.244 1.998 3.993 8.201 0.001 0.001 0.015 0.111 168.286
300 54,452 0.455 2.460 6.054 5.011 0.001 0.001 0.035 0.170 261.465
301 1,684 0.199 0.943 0.889 4.738 0.001 0.001 0.014 0.046 19.423
302 73 0.039 0.088 0.008 2.260 0.001 0.002 0.022 0.037 0.665
303 3,418 0.076 0.748 0.559 9.872 0.001 0.003 0.008 0.018 32.804
304 6,701 0.039 0.315 0.099 8.154 0.001 0.001 0.001 0.005 11.320
400 49 7.897 9.570 91.594 1.212 0.014 1.459 4.433 7.314 41.970
500 8,488 1.355 4.371 19.108 3.227 0.001 0.025 0.108 0.737 101.364
501 30,527 0.311 2.176 4.736 7.008 0.001 0.013 0.029 0.084 196.386
600 446 0.548 3.232 10.448 5.897 0.001 0.028 0.061 0.175 59.315
700 18,127 0.809 3.109 9.665 3.842 0.001 0.022 0.107 0.567 174.000

 

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Figure 14.12 – Representative Histogram Plots for Raw Data Samples (Declustered)
Summarized by Domain

 

Source: Newmont, 2021

 

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Figure 14.13 – Box Plots Summarized by Grouped Domains

 

Source: Newmont, 2021

 

Figure 14.14 – Cumulative Distribution Function (CDF) Plot Summarized by Domain

 

Source: Newmont, 2021

 

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14.4.1.6 Compositing

 

Drill hole intercepts through the interpreted domains are composited to 1.0-m equal length intervals, with a 0.5 m tolerance for shorter intervals resulting from intersection of wireframes or unsampled/missing intervals. Globally, the most common sample length at Musselwhite is one (1) metre through mineralized areas (supported by descriptive statistics); moreover, this composite length has been used historically as a standard practice at the mine.

 

Compared to the East Limb area, unsampled intervals are much less prevalent in the West Limb. A resampling campaign was undertaken years ago when it was discovered that lithologies previously thought to be uneconomic, did in fact host significant gold values. For any areas that remain unsampled, a detection limit grade (0.01 g/t) is still assigned during the compositing process.

 

Basic descriptive statistics for the composited data within wireframes (i.e., zone intercepts) are provided, together with capping details, in Table 14.17.

 

14.4.1.7 Grade Capping

 

Grade capping (top cutting) is used to limit the spatial extrapolation of occasional isolated high grades in the resource model estimates. Capping analyses undertaken included the use of log histograms, log probability plots, ranked composites, and outlier analysis.

 

Log probability plots generally show clear inflection points at the selected capping value when a threshold is applied to view the upper most samples. Outliers were examined by viewing the ranked composites for each estimation domain. Top cuts were also investigated by capping the highest-grade values sequentially and analyzing the effect on the coefficient of variation (CV) of the remaining data. Capping was ultimately applied to the composites at the time of grade estimation.

 

The final selected capping grades used in the resource estimate are summarized along with a subset of basic descriptive statistics in Table 14.17. Representative ranked composite plots are also provided in Figure 14.15.

 

DRA has reviewed and agrees with the grade capping methodology and selections used by the Musselwhite Geology and Resources team; these data are considered sufficient for subsequent resource estimation purposes.

 

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Table 14.17 – Basic Descriptive Statistics for 1.0-m Capped Composite Data (Declustered)
Summarized by Domain

 

Domain Count Mean St Dev Var CV Capping Grade
(g/t)
Capped Comps Capped Comps
(%)
Capped Mean
(g/t)
Capped CV
200 5,751 0.256 2.094 4.385 8.180 23 6 0.08 0.238 4.520
300 27,952 0.330 1.898 3.602 5.750 60 11 0.02 0.324 4.490
301 1,644 0.199 0.943 0.889 4.738 - - - - -
303 2,479 0.263 2.814 7.919 10.700 10 2 0.06 0.263 7.570
304 2,069 0.045 0.358 0.128 7.960 7 3 0.04 0.042 7.320
400 49 7.977 9.764 95.336 1.224 40 1 2.04 7.905 1.214
500 6,973 1.266 4.232 17.910 3.343 63 5 0.06 1.254 3.207
501 18,813 0.244 1.577 2.487 6.464 60 6 0.02 0.241 5.445
600 145 0.870 4.772 22.772 5.485 11 2 0.46 0.840 2.924
700 10,539 0.830 3.296 10.863 3.971 40 19 0.10 0.814 3.134

 

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Figure 14.15 – Representative Ranked Composite Plots of Selected Statistical Domains at West Limb – Musselwhite Mine

 

Source: Newmont, 2021

 

14.4.1.8 Variography

 

Variography aims to assess the spatial continuity of grade for an element of interest, and ultimately helps guide the definition of parameters for the interpolation of Mineral Resources. The selected approach, Ordinary Kriging (OK), is a linear geostatistical estimator that requires input parameters to limit the size of the search neighbourhood (via a defined search ellipsoid) for each point to be interpolated within the block model.

 

Downhole and directional variography were run using Snowden Supervisor software. Variograms are run to analyze the spatial relationships of composited data within the selected statistical domain.

 

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Variography was undertaken on capped transformed data. Top cuts were only applied to reduce the effect of extreme outliers, thus affecting only a few of the uppermost composites. The experimental variograms were generated using a normal scores transform; following the fitting of variogram models, the sills are back-transformed to the original data space within the Supervisor software.

 

Variograms were modelled with three spherical models and the nugget set using a downhole variogram generated with a lag spacing of 1m

 

Nugget values for the West Limb domains are quite low and range from 0.1 to 0.17. The structure ranges are very long in the direction of maximum continuity and can reach the sill at ranges in excess of 300m.

 

Variogram model parameters are summarized in Table 14.18, and representative back-transformed normal scores models are also shown in Figure 14.16.

 

Table 14.18 – Variogram Model Parameters for West Limb Deposits

 

Dom_Lith 200 300 303 304 400 500 501 600 700
Nugget 0.17 0.14 0.16 0.06 0.10 0.10 0.15 0.16 0.13
Angle1 355 0 0 0 0 0 0 0 0
Angle2 -20 0 0 0 0 0 0 0 0
Angle3 70 0 0 0 0 0 0 0 0
Sill (Str 1) 0.74 0.63 0.70 0.87 0.74 0.46 0.74 0.59 0.69
Range 1 (Str 1) 8.0 10.1 29.1 29.7 54.1 10.0 6.9 14.8 5.7
Range 2 (Str 1) 3.5 3.5 32.2 6.3 25.8 5.9 12.8 7.5 8.8
Range 3 (Str 1) 13.2 5.0 16.5 36.1 2.5 13.6 4.3 13.1 3.6
Type (Str 1) Sph Sph Sph Sph Sph Sph Sph Sph Sph
Sill (Str 2) 0.05 0.14 0.09 0.07 0.11 0.20 0.06 0.25 0.12
Range 1 (Str 2) 9.9 13.0 62.6 100.4 70.2 26.9 47.7 311.4 59.2
Range 2 (Str 2) 11.0 15.6 93.5 7.9 60.1 12.8 53.8 23.6 33.0
Range 3 (Str 2) 55.2 9.6 22.5 79.9 15.5 24.2 19.0 39.1 16.6
Type (Str 2) Sph Sph Sph Sph Sph Sph Sph Sph Sph
Sill (Str 3) 0.03 0.10 0.05 0.00 0.04 0.24 0.03 0.00 0.06
Range 1 (Str 3) 51.6 123.3 673.2 0.0 88.5 352.8 364.1 0.0 251.3
Range 2 (Str 3) 25.3 75.9 175.0 0.0 99.3 26.3 99.0 0.0 59.6
Range 3 (Str 3) 57.4 64.6 26.5 0.0 60.0 39.1 28.0 0.0 27.5
Type (Str 3) Sph Sph Sph Sph Sph Sph Sph Sph Sph

 

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Figure 14.16 – Representative Normal Scores Variograms (Back-transformed) for West Limb Deposits

 

Source: Newmont, 2021

 

The variograms were also used to help guide the selection of maximum search ellipsoid distances (ranges) for Measured, Indicated and Inferred Resource categories, in conjunction with geological information and other statistical factors, such as average drill hole spacing.

 

14.4.2 Mineral Resource Estimate

 

Gold is currently the only mineral of interest at the Musselwhite Mine and therefore was the only variable estimated as part of this resource update. Except for the statistical analyses, the vast majority of the resource estimation was carried out in Maptek Vulcan software in order to build the block model and perform the subsequent grade and tonnage computations.

 

14.4.2.1 Block Model

 

Sub-blocking was used to define narrow zones and to maintain volume integrity with the lithological surfaces and triangulations.

 

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The block model was non-rotated and aligned north–south with the primary Musselwhite Mine grid. Block model definition parameters are found in Table 14.19.

 

Various block sizes were tested, and the resulting sizes provide adequate resolution along the lithological surfaces while keeping a reasonable file size.

 

Further discussion with the Engineering team to test the effects of different block sizes and ensure optimal size is being used is recommended.

 

Table 14.19 – Block Model Definition Parameters for West Limb Deposits

 

Description Value
Model Dimension X (m) 1000
Model Dimension Y (m) 2190
Model Dimension Z (m) 1000
Origin X (Easting) 7200
Origin Y (Northing) 12000
Origin Z (Lower Elev.) 4100
Rotation (º) 0
Block Size X (m) 1
Sub-block Size X (m) 1
Block Size Y (m) 10
Sub-block Size Y (m) 2.5
Block Size Z (m) 5
Sub-block Size Z (m) 2.5

 

 

14.4.2.2 Search Strategy and Interpolation

 

Gold block values were interpolated for each individual estimation domain using the generated composites and the Ordinary Kriging (OK) method. The set of search parameters used in the multi-pass interpolations, derived mainly from variographic analysis and supported by geological interpretations and statistical factors such as average drill hole spacing, are summarized by estimation domain in Table 14.20.

 

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Table 14.20 – Ordinary Kriging (OK) Interpolation Parameters Summary for West Limb Deposits

 

Domain Pass Estimation
Method
Min. No.
of
Samples
Max. No.
of
Samples
Max
Samples
per
Octant
Max. Samples per
Drill Hole
Major
Axis
Semi-
Major
Axis
Minor
Axis
200 1 OK 6 16 3 3 60 25 60
200 2 OK 3 16   2 120 50 60
300 1 OK 8 16   3 35 40 20
300 2 OK 8 16 3 3 125 75 60
300 3 OK 3 16   2 125 75 60
301 1 OK 8 16 3 3 125 75 60
303 1 OK 8 16 3 3 100.0 100 25
304 1 OK 6 16 3 3 100.0 10 80
304 2 OK 3 16   2 200 40 80
400 1 OK 8 16 3 3 90 90 30
500 1 OK 8 16   3 75 30 10
500 2 OK 8 16 3 3 100 35 40
500 3 OK 2 16   1 200 150 40
501 1 OK 8 12   3 50 50 10
501 2 OK 8 16 3 3 100 100 40
501 3 OK 3 16   2 200 200 40
600 1 OK 8 16 3 3 100 30 15
700 1 OK 8 16 3 3 100 60 15
700 2 OK 4 16   2 200 120 20

 

 

Locally Varying Anisotropy

 

Domains for the resource model were primarily estimated using locally varying anisotropy with ordinary kriging. It was decided not to produce an unfolded estimation for the West Limb model because tight folds are not as apparent as compared to the geology in the East Limb.

 

Locally Varying Anisotropy (LVA) was used by coding a bearing, plunge and dip into each block per domain. These coordinates were derived from a single trend plane roughly following the strike and dip of each geological unit. The plunge was based on visual observations of the plunging mineralization. In certain areas, this plunge appears more steeply dipping to the north than what I typically seen in the East Limb model area. Bearing, plunge and dip variables were checked visually in Vulcan on section to verify correct coding.

 

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Estimation Parameters

 

All domains were estimated using multi-pass OK. Barren lithologies were not estimated and assigned a waste grade of 0.01 g/t (detection limit).

 

Most domains were estimated using at least two (2) passes. The first pass on each domain generally uses a minimum of eight (8) samples and a maximum of 16 samples, with a limit of three (3) samples per drill hole. The second pass uses a larger search region with a minimum of 12 samples, maximum of 16 samples, maximum of three (3) samples per octant and a maximum of three (3) samples per drill hole.

 

The same capping values were used for all passes of each estimation domain. Inventory passes were estimated with a wider search radius and at least two (2) samples from minimum of two (2) drill holes.

 

14.4.2.3 Mineral Resource Classification

 

The Mineral Resources reported herein for the West Limb deposits at Musselwhite Mine have been classified into Measured, Indicated and Inferred categories. This classification is based on the interpreted geological and grade continuity of the observed gold mineralization.

 

Primary categorization was based on multiple-pass OK interpolation, which employed increasing search ellipsoid ranges (refer back to Table 14.20), and drill spacing using the three-hole rule.

 

A recent drill hole spacing (DHSS) study was completed in 2021 by Resource Modeling Solution external consultants and recommended Indicated Resources be defined using 12.5 m (vertical) x 50 m (sections). The increased vertical drill density of 12.5 m provides increased resolution across the strike of the orebody to aid in defining the geometry of the tight structural folds of the interpreted lithologies. These recommended criteria were adhered to in the current Mineral Resource Estimate (Table 14.21).

 

Table 14.21 – Resource Classification Guidance, West Limb Deposits

 

Classification Drill Spacing (m)
Vertical Strike
Measured 25 12.5
Indicated 50 12.5
Inferred 100 12.5
High Confidence Inventory 200 25
Low Confidence Inventory 300 37.5
Unclassified >300 >37.5

 

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The resource categories use an unconstrained, anisotropic (major direction down plunge) estimate to determine the average distance to the three closest holes (using a minimum and maximum of one sample per hole). The blocks were then flagged by using half the diagonal distance of the drill grid as outlined in internal site guidelines.

 

Classifications were manually modified in a few instances where estimation artifacts around the periphery of domains were categorized as indicated. In such cases, a 3D triangulation was created around the area(s) of interest and classifications were manually downgraded.

 

14.4.3 Block Model Validation

 

The block model was validated by the Musselwhite Geology and Resources team using a combination of visual inspection, swath plots (in folded and unfolded space) and comparison with nearest neighbour (NN) estimates.

 

Similar exercises were carried out by DRA, confirming the generated block model to be reasonable and valid for the purposes of reporting Mineral Resources.

 

14.4.3.1 Visual Inspection

 

Estimated blocks and drill hole intercepts were reviewed by DRA both on 2D sections (vertical and plan views) and interactively within the Isatis.neo 3D software environment. The block grades were considered to suitably respect assay grades throughout the deposit. A representative vertical section through the core of the deposit is shown in Figure 14.17.

 

Figure 14.17 – Comparison of Assay and Block Grades on Representative Vertical Section (12,050N), West Limb Block Model

 

Source: DRA, 2024

 

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14.4.3.2 Swath Plots

 

Swath plots for each domain were created in Maptek Vulcan and used to understand and validate the ordinary kriged estimate against both the composite grades and nearest neighbour and inverse distance weighting estimates. Representative plots against the Y direction (25 m spacing) are shown below in Figure 14.18 to Figure 14.21.

 

Overall, it is generally clear that block grades estimated by kriging closely match those of the 1 m composite data throughout the deposits, in addition to NN and IDW estimates, with a minor amount of smoothing (as expected).

 

Figure 14.18 – West Limb Deposits Swath Plot of Estimation Domain 300 – Y-direction (North-
South) – 1 m Capped Composites vs. Estimated Block Grades and NN/IDW Models

 

 

Source: Newmont, 2021

 

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Figure 14.19 – West Limb Deposits Swath Plot of Estimation Domain 500 – Y-direction (North-
South) – 1 m Capped Composites vs. Estimated Block Grades and NN/IDW Models

 

Source: Newmont, 2021

 

Figure 14.20 – West Limb Deposits Swath Plot of Estimation Domain 501 – Y-direction (North-
South) – 1 m Capped Composites vs. Estimated Block Grades and NN/IDW Models

 

Source: Newmont, 2021

 

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Figure 14.21 – West Limb Deposits Swath Plot of Estimation Domain 700 – Y-direction (North-
South) – 1 m Capped Composites vs. Estimated Block Grades and NN/IDW Models

 

Source: Newmont, 2021

 

14.4.3.3 Alternative Interpolation Methods

 

A nearest neighbour (NN) model was also run as a secondary interpolation method in order to compare against the selected OK method used for this resource estimate. The results of this comparison are summarized in Table 14.22; both outputs are reported here as a global bias check. It is evident that the key mineralized domains (300, 500, 501 and 700) have performed well, with grade differences of less than 3% between the two models. Similar to the East Limb, the larger exceptions are related to low-grade domains (generally deemed waste) with a small number of real samples taken and thus estimated using mostly assigned grades during compositing (e.g., domains 200 and 304).

 

Table 14.22 – Comparison of OK and NN Interpolation, West Limb Block Model

 

Domain Composite Grade (g/t) OK Grade
(g/t)
NN Grade
(g/t)
% Difference (NN/OK)
200 0.28 0.19 0.26 36
300 0.75 0.61 0.63 3
301 0.20 0.26 0.19 -27
303 0.03 0.03 0.02 -33
304 0.03 0.04 0.02 -50
400 7.90 6.96 7.46 7
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Domain Composite
Grade (g/t)
OK Grade
(g/t)
NN Grade
(g/t)
% Difference
(NN/OK)
500 1.52 1.34 1.37 2
501 0.42 0.34 0.35 3
600 0.72 0.74 0.74 0
700 0.87 0.85 0.83 -2

 

 

14.5 Underground Mineral Resources

 

The underground resources were constrained by potential mining shapes for reporting purposes. The resource shapes were created using Deswik Stope Optimizer (DSO); variable operating cut-off grades were applied for stope creation based on the site practice of allocating operating costs by mining area/zone (Table 14.23).

 

Table 14.23 – Musselwhite Resource Cut-Off Grades by Mining Area/Zone

 

Mining Area/Zone

In-Situ Operating
Cut-off Grade
(g/t Au)

PQ Deeps -
Transverse 4.0
Avoca 4.6
West Limb (WEL) 4.4
Upper Lynx (ULYNX) 4.1
Redwings (RDW) 3.8
Lynx North (LNXN) 3.9
Lynx (LYNX) 4.6
T-Antiform (TANT) 3.9
Mine Average 4.0

 

The potential mining shapes were generated in DSO using the average (typically) strike length blasted, the standard stope parameters (Table 14.24 and Table 14.25) and appropriate in-situ cut-off grade. The selected cut-off grades ensure that each production blast segment will provide an operating profit at the guidance gold price. Further economic analysis is also completed in Deswik to ensure the stopes generate a profit for the required sustaining capital spend. In addition, all resource material arising from planned development with grades above a strategic cut-off of 1.97 g/t Au is also included in the final resource.

 

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Table 14.24 – Standard Mining Shape Design Parameters by Method, Musselwhite Mine

 

Mining Method Minimum
Mining Width
Maximum
HW Dip
Maximum
FW Dip
Minimum
Lense Gap
Mining
Recovery
Units (m) (o) (o) (m) (%)
Transverse 10 90 65 10 93
Avoca 4 55 65 10 94
Narrow Avoca 3 55 65 10 94

 

Table 14.25 – Standard Mining Shape Design Parameters by Zone, Musselwhite Mine

 

Zone Minimum
Rib Pillar Width
Mining
Dilution
Units (m) (%)
PQ Deeps (PQD) 10 -
Transverse - 14
Avoca - 30
West Limb (WEL) 5 20
Upper Lynx (ULYNX) 5 25
Redwings (RDW) 5 15
Lynx North (LNXN) 10 20
Lynx (LYNX) 10 25
T-Antiform (TANT) 5 20
All Others 5 20

 

The optimization considered Measured, Indicated and Inferred blocks in the Mineral Resource Inventory. Overall, the underground resources are reported at a cut-off grade of not less than 3.8 g/t Au using a gold price of US$1,600/oz.

 

The resulting resource shapes generated for the 2023 Musselwhite Mine resource update are shown in 3D in Figure 14.22.

 

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Figure 14.22 – Resource Constraining Underground Reporting Shapes, Longitudinal View (Looking West), Musselwhite Mine

 

 

Source: DRA, 2024

 

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14.6 Mineral Resource Statement

 

The Mineral Resource Estimate statement for the East and West Limb Deposits prepared by the Musselwhite Mine Geology and Resources team, and reviewed by the QP, is summarized in Table 14.26. Additional details on mining and processing modifying factors are also provided in the adjoining footnotes.

 

The Mineral Resource Estimate for the Musselwhite Mine includes Measured and Indicated Resources of 2,155 kt @ 4.25 g/t Au for 294 koz, and Inferred Resources of 1,188 kt @ 4.96 g/t Au for 190 koz.

 

The MRE has been prepared using a cut-off grade of not less than 3.80 g/t Au, and the underground Mineral Resources are reported using a gold price of US$ 1,600.

 

Table 14.26–Mineral Resource Estimate East and West Limb Deposits, Dec. 31, 2023

 

Category Tonnage Average Grade Gold Ounces
(Mt) (g/t Au) (koz Au)
East and West Limb Deposits      
Measured 0.87 4.36 122
Indicated 1.29 4.17 173
Total Measured + Indicated 2.16 4.25 294
Inferred 1.19 4.96 190
Notes:
1. The Mineral Resource Estimate has been estimated using the Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Definitions Standards for Mineral Resource and Mineral Reserve in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects. Mineral Resources which are not Mineral Reserves, do not have demonstrated economic viability.
2. Mineral Resources are reported exclusive of mineral reserves.
3. Reference point for Mineral Resources is point of delivery to the process plant (diluted and mine recovered).
4. Mineral Resources are constrained within stope shapes generated by Deswik Stope Optimizer. Design parameters varied by both mining method (Transverse and Avoca) and zone for mining recovery (93–94%) and dilution (14–30%) factors, respectively; refer to Section 14.5.
5. Stope shapes were developed using a gold sales price of US$1,600/oz.
6. Underground resources were estimated using a variable cut-off grade of not less than 3.80 g/t Au.
7. Resource estimations were interpolated using Ordinary Kriging (OK).
8. The effective date of the Mineral Resource Estimate is December 31, 2023.
9. Figures have been rounded to an appropriate level of precision for the reporting of Mineral Resources. As a result, totals may not compute exactly as shown.

 

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14.7 Qualified Person’s Opinion

 

The Mineral Resources reported herein have been prepared by the Musselwhite Mine Geology and Resource team, and subsequently reviewed and validated by R.S. Wilson, P.Geo., of DRA Americas Inc.

 

It is the QP’s opinion that the geological interpretation and related data are valid for the estimation of Mineral Resources. The assumptions made and methodology applied are considered reasonable and representative of typical banded iron formation-hosted Archean gold mineralization systems. As such, the QP considers the presented Mineral Resources to have been prepared in accordance with current CIM standards, definitions and guidelines for Mineral Resources Estimation.

 

The QP cautions that Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. Additionally, there is no certainty that all or part of the Mineral Resources will be converted into Mineral Reserves.

 

The QP is currently unaware of any legal, title, environmental, permitting, taxation, socio-economic, geopolitical or other factor that may materially affect the Mineral Resources estimate presented in this Report for the East and West Limb Deposits at Musselwhite Mine.

 

 

 

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15 MINERAL RESERVE ESTIMATES

 

15.1 Introduction

 

This section presents the Musselwhite Mine Mineral Reserve Estimate effective December 31, 2023, and discusses the key assumptions, parameters, and methods used for converting Mineral Resources to Mineral Reserves.

 

A Mineral Reserve is an estimate of tonnage and grade or quality of measured and indicated mineral resources that, in the opinion of the Qualified Person (QP), can be the basis of an economically viable project. More specifically, it is the economically mineable part of a measured or indicated mineral resource, which includes diluting materials and allowances for losses that may occur when the material is mined or extracted. A Probable mineral reserve is the economically mineable part of an indicated and, in some cases, measured mineral resource. A Proven Mineral Reserve is the economically mineable part of a measured mineral resource and can only result from the conversion of a measured mineral resource.

 

The mine design, scheduling, and mineral reserve estimate were prepared by the Musselwhite Mine technical services department under the supervision of the QP responsible for these estimates. WSP has reproduced the mineral reserve to confirm the accuracy and solidity of the mineral reserve.

 

Mineral Reserve Qualified Person, Paul Gauthier, P.Eng., completed a site visit on September 4 and 5, 2024. The visit included multiple stops made to active headings, maintenance shops and other underground facilities. Discussions with site management for the purpose of data verification also took place.

 

15.2 Estimation Methodology

 

The methodology used to prepare the 2024 mine design is similar to that implemented for the previous year updates, with updates to account for changes in actual operating performance over the 12 months preceding the effective date of December 31, 2023, of this Report. The process consists of converting Measured and Indicated Mineral Resources to Proven and Probable Reserves by identifying material that exceeds the NSR cut-off values while conforming to the geometrical constraints determined by the mining method and applying modifying factors such as dilution and mining recovery. The conversion of Measured and Indicated Mineral Resources to Proven and Probable Mineral Reserves involves the following procedures:

 

Review the geological block model of the resource received from geology;

 

Review the long-term metal price assumptions to ensure they are reasonable;

 

Estimate the on-site production costs according to the mining method and mining situation;

 

Estimate the economic modifying factors;

 

Apply economic modifying factors to the block model and exclude Inferred Mineral Resources;

 

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Analyze resource characteristics to select viable mining methods for each geological domain;

 

Estimate mining modifying factors: dilution and mining recovery;

 

Determine mine design parameters, such as stope dimensions, minimum mining width, and minimum footwall angle for LHS;

 

Outline potentially mineable shapes in the block model based on the resource value exceeding the cut-off grade;

 

Screen potentially mineable shapes with the Mineable Shape Optimizer application in Deswik software;

 

Refine potentially mineable shapes by removing un-mineable resource material;

 

Design mine development and mine infrastructure in mine design software;

 

Carry out economic analysis of the mineable shapes, removing areas that are not viable;

 

Determine production sequencing with Scheduler software;

 

Prepare a life-of-mine plan for development and production

 

Estimate capital, operating, and sustaining capital costs associated with the life-of-mine plan;

 

Verify the economic viability of the proposed reserve; and

 

Prepare the Mineral Reserve statement.

 

15.3 Modify Factors

 

As described in the previous section, converting Mineral Resources to Mineral Reserves involves applying modifying factors. A Qualified Person (QP) must apply and evaluate modifying factors to convert measured and indicated mineral resources to proven and probable mineral reserves. These factors include but are not restricted to mining; processing; metallurgical; infrastructure; economic; marketing; legal; environmental compliance; plans, negotiations, or agreements with local individuals or groups; and governmental factors. The number, type and specific characteristics of the modifying factors applied will necessarily be a function of and depend upon the mineral, mine, property, or project. The following subsections discuss the mining and economic modifying factors that were applied in estimating the 2023 year-end Mineral Reserve.

 

15.3.1 Metal Prices and Exchange Rate

 

The metal price in the mineral reserve estimate varies in range from 1,200 US$/oz to 1,600 US$/oz. In the 2023 MRMR, for the long-range gold price was establish at 1,400 US$/oz. Figure 15.1 illustrates the metal prices trend for the last 5 years based on World Gold site.

 

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Figure 15.1 – 5 Years Gold price (US$/oz)

 

Source: World Gold Council, 2024

 

The long-term exchange rate was for the 2023 MRMR was established at $CA0.75/$US1.00.

 

The QP reviewed the long-term exchange rate and metal prices and is of the opinion that they are reasonable for the estimation of the Mineral Reserve.

 

15.3.2 Mineral Reserve Statement

 

As Musselwhite Mine is a gold deposit, the viability of mining the resource is assessed in terms of grade unit values. The reserve estimate for Musselwhite Mine is based on a long term mine plan that is economically and technically viable. The reserve and resource estimates are completed using a methodology compliant with the Canada’s National Instrument 43-101, and the CIM Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines.

 

15.3.3 Mine Production Cost and Sustaining Capital Costs

 

15.3.3.1 Mines Production Cost

 

The operating costs are commonly considered as the costs that are incurred in the current year of production. The basis for calculation of operating costs includes the following common cost centers:

 

Mining that includes all costs to extract and haul ore to a process plant facility or extract and haul waste to the storage location. The costs associated with mining are: the development costs, production stope drilling and blasting, stope mucking, ore and waste transportation and stope backfilling, hoisting and crushing and Mine Services (including engineering and geology).

 

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Processing that includes all costs to process ore delivered from the mine to the process plant and to the tailing disposal.

 

General and Administration (G&A) represent the necessary costs to maintain the mine daily operations and administer its business, but not directly attributable to the production.

 

Operating costs for the Musselwhite Mine have been established based on the location of each zone, the mining method (longitudinal or transversal), and ore haulage to the crushing station. Table 15.1 presents the operating costs for each zone used in Deswik.

 

Table 15.1 – Mining Cost per Zone

 

Zone Unit Value
PQ Deeps (PQD) CA$/ore tonne 150.83
West Limb (WEL) CA$/ore tonne 172.29
Upper Lynx (ULYNX) CA$/ore tonne 137.79
Redwings (RDW) CA$/ore tonne 133.61
Lynx North (LNXN) CA$/ore tonne 141.17
Lynx (LYNX) CA$/ore tonne 133.04
T-Antiform (T-ANT) CA$/ore tonne 122.35
Others (Mine Average) CA$/ore tonne 149.83

 

15.3.3.2 Sustaining Capital

 

The sustaining capital is required by a mining operation to maintain production at the planned level. This sustaining capital is distinct from the routine operating costs associated with labour, consumables, maintenance, and third-party supply, and is generally of a shorter-term nature. The sustaining capital items include the following:

 

Mine development (Underground haulage drifts and ventilation raises);

 

Equipment rebuilds (mining fleet, plant equipment) costs required to extend the useful life of asset;

 

Equipment replacement or expansion as required by the reserve LoM plan;

 

Process facility replacements;

 

Expansion of tailing storage facility;

 

Infrastructure facility replacements;

 

Additional land purchases; and

 

Dewatering and pumping.

 

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The sustaining capital for Musselwhite Mine is estimated at 27.17 CA$/ore tonne milled based on the parameters above.

 

15.3.4 Dilution and Mining Recovery

 

In the 2023 Mineral Reserve estimate, Musselwhite’s technical services department assessed the factors for dilution and mining recovery based on recent operating performance and reconciliation calculations of production data. These assumptions are applied based on the mining method, stope width, zone dips.

 

The dilution and recovery factors for transversal stoping, Avoca and modified Avoca are estimated in percentage in the Deswik mine design software according to the width and dip of the veins. The dilution and mining recovery is estimated in terms of percentage. Table 15.2 represents the dilution and mining recovery used in the cut-offs grade calculation.

 

Table 15.2 – Dilution and Mining Recovery

 

Zone Minimum Rib
Pillar Width (m)
Dilution
(%)
Mining Recovery
(%)
PQ Deeps (PQD)      
Transversal 10 14 93
Avoca - 30 94
West Limb (WEL) 5 20 94
Upper Lynx (ULYNX) 5 25 94
Redwings (RDW) 5 15 94
Lynx North (LNXN)) 10 20 94
Lynx (LYNX) 10 25 94
T-Antiform (T-ANT) 5 20 94
Others (Mine Average) 5 20 94

 

 

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15.3.5 Cut-Offs Grade Parameters

 

The cut-off grade (CoG) analysis is based on the 23MRMR_COG_24BP V1.0 rev1 provided by Musselwhite Mine. Subsequent reviewed of these parameters occurred, but did not impact the cut-off grade. Table 15.3 illustrates the parameters used to calculate the CoG.

 

Table 15.3 – Ore Reserve Calculation Parameters

 

Parameter Unit Value
Metal Price US$/oz 1,400
Exchange Rate US$:CA$ 0.75
Discount Rate % 5
Production Rate Mtpa 1.03
Mining Dilution Variable / zones / mining method  
Mining Recovery Variable per mining method  
Mill Recovery % 94.1310 *
(head grade
(g au/tonne)0.0105
Lateral Development CA$/metre 6,520.00
Vertical Development CA$/metre -
Mining Cost/Zone    
   - PQ Deeps (PQD) CA$/ore tonne 150.83
   - West Limb (WEL) CA$/ore tonne 172.29
   - Upper Lynx (ULYNX) CA$/ore tonne 137.79
   - Redwings (RDW) CA$/ore tonne 133.61
   - Lynx North (LNXN) CA$/ore tonne 141.17
   - Lynx (LYNX) CA$/ore tonne 133.04
   - T-Antiform (TANT) CA$/ore tonne 122.35
   - Others (Mine Average) CA$/ore tonne 149.83
Processing Cost CA$/ore tonne milled 28.00
G & A CA$/ore tonne milled 35.49
Royalties CA$/oz of gold produced 73.18
Sustaining Capital CA$/ore tonne 27.17

 

15.3.6 Ground Support Systems

 

The primary methods of ground support at Musselwhite Mine include:

 

Internal support;

 

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External support (screen, steel straps, shotcrete); and

 

Rock fill (cemented and uncemented).

 

Musselwhite Mine ground support requirements have evolved as the operation encountered changing ground conditions and changes to equipment. The current standards at Musselwhite Mine are summarized as follows.

 

In 2019, two ground support standards were established. The first standard for permanent headings consists of 2.4 m long #7 fully grouted resin rebars on 1.2 m by 1.2 m in the back and in the walls of the drift with #6 gauge welded wire mesh. The mesh must be within 2.5 m of the floor and the last row of rebars must be within 1.5 m of the floor. The second standard for temporary headings, open for less than two (2) years or as specified the Rock Mechanics Department, consists of 2.4 m long #7 fully grouted resin rebars on 1.2 m by 1.2 m in the back and 1.8 m long FS-39 friction stabilisers on 1.2 m by 1.2 m in the walls of the drift with #6 gauge welded wire mesh. The mesh must be within 2.5 m of the floor and the last row of friction stabiliser must be within 1.5 m of the floor.

 

In 2021 the jumbo bolting initiative had commenced as a trial at Musselwhite to improve rates and decrease costs associated with development. This led to the incorporation and implementation of MD Bolts into the ground support standard for the Red Wings zone in 2022. Other areas are currently being evaluated for jumbo bolting with MD bolts. Areas that were excavated prior to the latest revision of the support standard are not brought up to the current standard unless the given area has either been designated for rehab, or personnel and/or equipment will be actively working in the area. If any re-development of an area with drilling and blasting is planned, workers must ensure minimum ground support standards extend to 10 m on either side of the work area after the activity has taken place prior to accessing the area.

 

The primary types of internal support include:

 

Inflatable Friction Bolt – Employed extensively for short term excavations, such as pre-support in longitudinal mining fronts, wide span temporary intersections, to pre-support undercutting and to re-support walls that are suffering deformation.

 

Resin Rebar Bolt – Resin rebar rock bolts are used in all areas of long- and medium-term excavation life. Currently, rebar is being used in mechanized bolter installation (jumbo bolting).

 

Mechanical Rock Bolt – Mechanical rock bolts are used during advance to tie the first row of screen to the last row of screen in lieu of double plating rebar and where corrosion is not anticipated to be a factor, and the rebar primary support is installed to standard. Mechanical bolts may also be used to pin mesh to replace damage welded wire mesh where rebars were installed to standard and are in good condition

 

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Friction Stabiliser – In the walls of temporary headings 1.8 m long FS-39 are installed on 1.2 m x 1.2 m square pattern. Face bolting is done with 1.8 m long FS-46 Friction stabiliser on 1.2 m x 1.2 m pattern.

 

Cable Bolts/Cable Lok Bolts – Cable bolting is an effective means of stabilizing and supporting large masses of rock and is used in conjunction with primary support. One of the advantages in using cable bolts is that they can be cut and installed at any length. In addition, cable bolts used for ‘point-load’ support of the walls of an open stope in longhole mining and in the back of excavations with large or unstable spans. The double strand cable bolt is grouted into the drill hole using regular Portland (Type 10) cement mixed from 0.35:1 to 0.375:1 water: cement ratio. Plates can be added at the collar for post-tensioning. Bolt lengths are typically 5m, 6m and 8m. Empirical methods for cable bolt design are used including the stability graph method and/or analytical design.

 

MD and MDX Bolt – The MD bolt is installed in a 47 mm friction bolt reinforced with a 20mm bar and a wedge arrangement at the bolt top end. Once the bolt is fully driven into the hole (like the friction bolt), the nut at the bottom is rotated to actuate a set of wedges that firmly anchor the bolt top end in the rock. The standard bolting pattern utilized is 1.4 m x 1.1 m for 2.4 m long MD bolt in the back, shoulders and walls. First bolts installed maximum 1.5 m from floor.

 

Versabolts – Where high stress, seismic activities or large deformation is expected Versabolts will be used. The bolt is 20.5 mm diameter with yield strength of 15 tonnes and ultimate tensile strength of 21 t. The dynamic capacity is rated at 26 kJ. It is installed with resin as a regular rebars on 1.2 m x 1.2 m pattern. The pattern may be modified by the Rock Mechanics Department based on ground conditions and expected stress level.

 

Screen/Mesh – The following are the screen types used at Musselwhite Mine:

 

§ #6 gauge (100 mm x 100 mm) Weld Wire Mesh (WWM) is the main type of screen installed using 1.5 m x 3.0 m (5 ft x 10 ft) sheets and 2.4 m x 2.5 m (7.8 ft x 8.2ft);

 

§ #9 gauge WWM screen has also been used in the past and is still used for temporary support of the face in raise mining;

 

§ #4 gauge WWM is being considered for seismic active areas based on recent events in 2024; and

 

§ #0 gauge WWM (mesh straps) at 0.3 m wide and lengths of 1.8 and 2.4 m are applied with primary support to help prevent joints/cracks from opening up and to secure unstable block. The mesh straps are installed in pilar and along brows and installed perpendicular to the plane of weakness.

 

Galvanized regular chain link mesh is also used in special applications such as refuge stations and electrical substations or where corrosion is anticipated.

 

Steel Straps used at Musselwhite Mine are made of 6 mm thick steel, 100 mm wide and vary in length from 1.2 m to 2.4 m. The steel straps are pinned with primary support in a similar method as mesh straps.

 

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Shotcrete – Shotcrete has had limited use as ground support at Musselwhite Mine due to the good ground conditions. As mining progress deeper areas will require additional support to contain stress fractured material. Shotcrete is delivered pre-mixed and transformed to wet mix underground. Fibers are added as required when making the wet mix underground. For surface retain purpose, the thickness of shotcrete is designed as 50 mm. While for structural support, the thickness should be at least 75 mm or as per Rock Mechanics Department recommendations.

 

Rockfill – Rockfill is a key element of the stoping methods used at Musselwhite Mine. A good quality rockfill is required to mine safely and minimize dilution. The rockfill system consists of both consolidated and unconsolidated rockfill. The rockfill can be obtained from either open pit crushed material or development waste. The purpose of the rockfill is to:

 

§ Limit the volume of open ground;

 

§ Prevent uncontrolled convergence, raveling and caving of the open stope;

 

§ Act as a working platform for the longitudinal retreat stopes; and

 

§ Allow for secondary stope recovery (both below and adjacent).

 

Depending on the application, unconsolidated rockfill (URF) or consolidated rockfill (CRF) material can be utilized as rockfill. In the case of CRF, a 4-5% binder of cement with varied compositions depending on availability of materials (50% Portland GU/50% fly ash, 100% Portland GU, slag cement blends with Portland GU).

 

All ground support products come from DSI (with the exception of MD Bolts). MD Bolts are provided by Sandvik. The length of support used is dependent on the ground conditions, adverse structures, span of the opening, excavation life (short term or long term) and stress regime. When adverse structure is to be supported, the Rock Mechanics Department will assess the stability of the excavation and determine a suitable ground support system to be installed.

 

15.3.6.1 Ground Control Quality Program

 

Musselwhite Mine has a ground control quality program which is primarily a bolt pull testing to ensure support capacity and installation quality. Additionally, part of the quality program is visual inspection of the installed support to ensure compliance with the Musselwhite Mine ground support standards and rock mechanic requirements for specific locations. The visual inspections also can confirm that the installed support tis appropriate for the rock mass conditions encountered and determine if adjustment is required.

 

15.3.7 Cut-off Grade Calculation

 

Based on the parameters above, the reserve cut-off grade has been calculated per mining zone, mining method, and their production costs. Table 15.4 shows the results of the cut-off based on different circumcises in the mining operation.

 

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Table 15.4 – Cut-Off Grade Calculation

 

Zone   Full Cost Break-
Even Cut-off
GradeA
Operating
Cut-
off GradeB
In-Situ Operating
Cut-off GradeC
PQ Deeps (PQD) % 4.7 4.0 -
West Limb (WEL) % 5.2 4.2 5.1
Upper Lynx (ULYNX) % 4.7 3.8 4.7
Redwings (RDW) % 4.3 3.8 4.3
Lynx North (LNXN)) % 4.5 3.7 4.5
Lynx (LYNX) % 4.7 4.2 5.3
T-Antiform (TANT) % 4.4 3.8 4.5
Mine Average % 4.8 3.8 4.6

Note:

A    The Full Cut-Off Break-Even Grade is the zone cut-off based on the 24BP mining shapes and schedule over the current Life of Mine (LoM). It is based on an application of operating costs, sustaining drifting costs, other sustaining capital average from steady state years of the 24BP (2024 trough 2028, inclusive). Each zone’s final reserves grade should be above this grade unless otherwise supported by new economic validation on new tonnes, development, and grade and include all the cost items listed above

B    The Operating Cut-Off Grade (CoG) is reserve operating CoG. It is also based on 24BP mining shapes and schedule over the current LoM. It is also built on an application of operating costs appropriate for the zone. Each horizon in the zone should be above this grade with sufficient profit to cover the cost of any capital drifting required to access the horizon and meet the hurdle rate.

C    In-situ Operating Cut-Off Grade is used solely in software for generating drill shapes. It is the grade necessary to meeting the diluted Operating CoG based on the expected mining dilution. This varies by zone and incorporates the appropriate zone and mining method dilution factor.

 

 

15.4 Stope Optimization

 

Mineable Shape Optimizer (MSO) embedded in Deswik mine design software was used to determine the mineable portion of the Mineral Resource. Through an iterative process, the application generates and evaluates potentially mineable shapes in the geological block model to define optimal stope designs that maximize the economic value of the orebody. At the same time, it analyzes deposit geometry, mining methods, geological and geotechnical constraints, modifying factors, and mine design parameters. Deswik mine design software was used to refine the optimized blocks into mineable stope shapes.

 

15.5 Mineral Reserve Estimate

 

Table 15.5 presents the Mineral Reserve estimate for Musselwhite as of December 31, 2023. It consists of Proven and Probable ore.

 

Figure 15.2 illustrates the Mineral Reserves in a long section view according to the CoG of the ore per zone.

 

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The Mineral Reserves are disclosed with a “mill feed” reference point; consequently, they are reported as run-of-mine ore delivered to the processing plant and do not include reductions attributed to anticipated plant recovery and losses. The Mineral Reserves are inclusive of mining recovery and dilution as described in Section 15.3.4.

 

The mine design, mine plan, and Mineral Reserve Estimate were prepared by the Technical Services Department at Musselwhite and validate by WSP’s QP. The QP is of the opinion that the Musselwhite Mine Mineral Reserve was prepared in accordance with:

 

The Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines (November 29, 2019).

 

CIM Definition Standards for Mineral Resources and Mineral Reserves

 

Disclosure requirements for Mineral Reserves set out in NI 43-101, including sections 2.2, 2.3, and 3.4

 

The QP is not aware of any mining, metallurgical, infrastructure, permitting, or other relevant factors that could materially affect the Mineral Reserve estimate.

 

Table 15.5 – 2023 Musselwhite Mineral Reserves as of December 31,2023

 

Description Tonnage
(Mt)
Gold Grade
(g/t Au)
Contain Gold
(Au koz)
Proven 3.25 6.76 707
Probable 4.10 5.81 766
Proven and Probable 7.36 6.23 1,473

 

Notes:

1.   The Mineral Reserve Estimate has been estimated using the Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Definitions Standards for Mineral Resource and Mineral Reserve in accordance with National Instrument NI 43-101 – Standards of Disclosure for Mineral Projects.

2.   The mineral reserve was created using Deswik Software with an effective date of December 31, 2023.

3.   Mineral Reserves are reported within stope shapes using cut-off basis with a gold price of US$1,400/oz.

4.   The mineral reserves cut-off grade varies by zone. The mineral reserves were estimated using a cut-off grade of not less than 3.80 g/t Au.

5.   Values are inclusive of mining recovery and dilution. Values are determined as of delivery to the mill and therefore not inclusive of milling recoveries.

6.   Tonnage and contained metal have been rounded to reflect the accuracy of the estimate and numbers may not sum exactly.

 

 

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Figure 15.2 – Long Section Illustrating the Mineral Reserves (Proven and Probable)

 

Source: WSP, 2024

 

15.6 Factor Potentially Affecting the Mineral Reserve Estimate

 

The Mineral Reserve estimate could be materially affected by the following risk factors:

 

Lack of underground ventilation that could affect productivity;

 

Geotechnical conditions, especially in proximity of Faults;

 

Dewatering capacity to manage groundwater inflows as the mine deepens;

 

Dilution exceeding estimates;

 

Mining recovery falling short of estimates;

 

Currency exchange rates;

 

Metal prices;

 

Equipment productivities;

 

Metallurgical recoveries;

 

Mill throughput capacities;

 

Operating costs exceeding estimates;

 

Capital costs exceeding estimates;

 

Changes to the permitting and regulatory environment;

 

Changes in the taxation conditions; and

 

Ability to maintain mining concessions and/or surface rights.

 

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16 MINING METHODS

 

16.1 General Description of Mineralization at Musselwhite

 

Musselwhite Mine is an underground producing operation that has been around 3,000 tpd of ore. Mineral Reserve grade mineralization consists of pyrrhotite, lesser amounts of arsenopyrite, chalcopyrite and native gold. The gold is associated with quartz veining, garnet porphyroblasts and amphibole group minerals, but predominantly blue-green amphibole and grunerite. The gold mineralization is closely associated with ductile shear zones and brittle-ductile deformation. Gold is found in fractures and as inclusions in the matrix of garnets, amphiboles and quartz veins.

 

Two (2) broad mineralization styles have been documented based on contrasting mineralogical and structural characteristics. The first style, known as quartz-pyrrhotite veining/flooding, is dominant in competent lithologies and is locally cross-cutting (East Limb). The second style, known as strata-bound sulfide replacement, occurs primarily as halos to the zones of quartz flooding (West Limb).

 

The Musselwhite Mine is in an area where the orebody has been isoclinally folded into a series of northwesterly trending antiforms and synforms. These structures plunge 12-15° to the northwest. In the T-Antiform/PQ Deeps area, the lithology has been folded into an antiformal-synformal pair. The great majority of the ore occurs in high-strain zones in the steeply dipping / near-vertical portions of the folds. These high-strain zones resemble shear (fault) zones. The mineralized zones are confined to the favourable stratigraphy and typically will not crosscut it. Important lithological units include:

 

4EA - Iron Formation, chert-grunerite-garnet-amphibole;

 

4F - Iron Formation, garnet-biotite-schist ;

 

4B - Iron Formation, chert-magnetite;

 

A-Vol - Volcanic, intermediate to felsic; and

 

B-Vol - Volcanic, intermediate-mafic.

 

16.2 Geotechnical

 

The following sections outlines the various geotechnical conditions that have been developed and are implemented at the Musselwhite Mine with a focus on the Mineral Reserves defined as current geotechnical conditions and can be applied for the Mineral Resources. Future geotechnical considerations are based on the Mineral Resources and areas defined as Mineral Inventory (High and Low confidence).

 

The current geotechnical systems at Musselwhite Mine are primarily based on information provided in the following documents:

 

Musselwhite Ground Mine Control Management Plan (GCMP) dated January 26, 2024; and

 

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Musselwhite Mine Seismic Risk Management Plan (SRMP) date January 12, 2024.

 

The GCMP summarizes the following key topics:

 

Roles and responsibilities;

 

Geology and Orebody and Host Rock Data;

 

Short Term and Long Term Mine Planning and Design;

 

Previous Occurrences of Ground Instability;

 

Mining Methods;

 

Backfilling Methods;

 

Support System Design Standards, Ground Support Systems and Quality Control Plan;

 

Assessing Ground Stability Methods (Empirical, Numerical Modeling, Instrumentation, Seismic Risk Management;

 

Risk Assessment Process;

 

Communication; and

 

Training and Competency.

 

16.2.1 Geotechnical Data

 

Musselwhite Mine has ongoing process of geotechnical data collection involving the systematic gathering, analysis, and interpretation of information about the ground conditions. This includes a variety of techniques such as geological mapping, drilling and sampling, and laboratory testing. The data collected is then used to update and refine the understanding of the ground conditions and to inform decisions about mining operations. The following is a summary of geotechnical data collection:

 

Geotechnical Mapping – Mapping of drift backs and walls to collect physical and mechanical properties of the rocks in the mine, including their strength, deformation characteristics, and stability. This information is essential for identifying and managing geotechnical hazards, such as rockfalls, collapses, and underground water flows, which can pose significant risks to miners' safety and mine infrastructure. This information is stored in Musselwhite Mine Deswik MDM Sever.

 

Geotechnical Core Logging – Geotech core logging is normally required on new mining areas where no previous geotechnical data is available or on planned permanent infrastructures where it is deemed necessary by Rock Mechanics. During the geotechnical core logging process, the following parameters are typically recorded in an Excel spreadsheet and stored on the shared Musselwhite Mine Rock Mechanics network:

 

§ Rock strength;

 

§ Fracture spacing;

 

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§ RQD length; and

 

§ Ground water.

 

16.2.2 Orebody and Host Rock Data

 

Rock Mass Rating

 

The following is a summary rock mass quality data that has been based on geological mapping that has been carried out since 2008. The typical hanging wall rock mass ratings are:

 

RMR (Bieniawski 1976): RMR = 60-70 (classified as “Good”); and

 

Q (Barton 1974): 6.0 to 15.6 (classified as “Fair to Good”).

 

Rock Strength

 

Rock strength data for the various rock units at Musselwhite Mine have been collected including Unconfined Compressive Strength (UCS), Possion’s Ratio, Young’s Modulus, Density and Indirect/Direct Tensile Strength.

 

Example UCS data for some of the key rock types indicates “Very Strong” rock summarized as follows:

 

4EA UCS (Mean) = 177 MPa;

 

4F UCS (Mean) = 108 MPa; and

 

4B UCS (Mean) = 233 MPa.

 

In-situ Stress Environment

 

The Geomechanics Research Centre, GRC, of MIRARCO at Laurentian University performed in-situ stress measurements at Musselwhite Mine. Full stress tensors were determined by the overcore strain relief technique employing 12-gauge CSIRO Hollow Inclusion triaxial strain cells. The field component of this project was conducted between November 26 and December 13, 2008; laboratory and analytical components were completed on January 15, 2009. A total of five (5) measurements in two different almost perpendicular boreholes were attempted from the 657-770 DD station at a depth of 740 m. Data reduction and best combination of the results suggest:

 

Major Principal Stress: 33.0 MPa Magnitude and 270°/-2°;

 

Intermediate Principal Stress: 21.7 MPa Magnitude and 360°/12°; and

 

Minor Principal Stress: 16.6 MPa Magnitude and 189°/78°.

 

The ratio of major to minor principal stress was observed to be about 2.0 and the intermediate to minor principal stress about 1.3.

 

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16.2.3 Major Structures and Controlling Features

 

Three (3) categories of fault sets have been defined at Musselwhite Mine:

 

1. Water Faults – Several different water faults are present throughout Musselwhite Mine. Faulting is highly variable ranging from mm scale seams to metres of rubble core. Overall, they are poorly defined due to lack of drilling, but generally steeply dipping, and are much more prevalent in the upper mine (Esker).

 

2. Gas Faults (Methane) – Several different methane faults are present throughout Musselwhite Mine. These faults are all shallow dipping (~14° west), and plunge ~ 10° north. Methane faulting ranges from hairline carb healed to open space with well-formed calcite crystals, possible salt, and occasionally cubic pyrite. Generally pink hematite alteration halos are present. Statistically degasses 17% of the time when intersected regardless of the rock type.

 

3. Gas Faults (Di-methyl sulfide) – Sub-horizontal structure at ~4160 m elevation and defined from 12800N-13800N. Ranges from hairline splays to open space with well-formed quartz and calcite crystals, and occasionally salt crystals. Faulting is usually associated with a bright green alteration halo, with lesser amount of pink hematite alteration. When intersected the structure degasses both dimethyl sulfide and methane. Statistically degasses 27% of the time when intersected in banded iron formation (BIF).

 

  Key Discontinuity Sets (Dip and Dip Direction):

 

§ 83°/090° (north-south strike, vertical joints);

 

§ 87°/167° (east-west strike, vertical joints); and

 

§ 25°/210° (flat jointing).

 

Key discontinuity sets have an average spacing of 1.0 to 1.5 m with slightly rough surfaces with little to no separation and hard joint wall rock. There is also random general vertical faulting similar to 4F which is vertical and parallel the ore zone.

 

16.2.4 Ground Stability Assessment

 

The stability of mine openings is assessed using the following techniques:

 

Analysis for structural instability (geometry of blocks or wedges):

 

§ Fabric analysis (line mapping, rock mass, etc.);

 

§ Stereonet projections; and

 

§ Wedge analysis.

 

Assessment of acceptable spans and support requirements using empirical methods;

 

Determination of stress using analytical methods (3D numerical modeling (Map3D and Examine 3D) is performed as a part of the stope design procedure);

 

Observation of rock mass response and calibration of numerical modeling; and

 

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Review of core logging data.

 

In large spans, the presence of flat jointing in the back may become a problem. When this occurs, the rock mass rating (RMR) is adjusted accordingly (-10%) and the maximum design span altered (decreased). To a lesser extent, structurally defined wedges are identified as possible stability problems

 

Pre-Mining Assessment

 

Initial ground control assessment during development will evaluate the rock mass with mapping techniques and rock mass classification system to produce a detailed fabric analysis. This information enables the use of empirical methods to define the appropriate span, support requirements and pillar dimensions. Designs are complemented with numerical modeling.

 

Active Mining Assessment

 

After the pre-mining assessment, stope design can then be implemented. Changing ground conditions are monitored as required. Information is communicated from Operations to Engineering by the ground control logbook, email and Ground Support Evaluations (GSE) plans. Daily visual monitoring is to be conducted by the Crew Leaders. This includes inspection and assessment of the type of ground support, quality of ground support installation, scaling practices, abnormal structure (flat joints, open structures, etc.) and recording instrumentation readings as required.

 

Regular visual inspections are to be conducted by Geology and Engineering. This includes inspection and assessment of the type of ground support, quality of ground support installation, scaling practices, abnormal structure, collecting RMR and Q’, and talking to the miners about ground conditions. In addition, stope geometry (stope boundaries, pillar outlines) are confirmed and checked visually or by completing a Cavity Monitored Survey (CMS) survey.

 

Recommendations for additional ground support or appropriate instrumentation should be designed if it is necessary. GSE will be issued by Engineering to rehab the ground, if necessary.

 

Post-Mining Assessment

 

Post-mining assessment utilizes the same methods described in pre- and active mining assessments. However, the focus is to collect information that will enable “re-calibration” of the design methodology. This is accomplished through collecting CMS data, back analysis of unusual rock mass behavior such as falls of ground (FOG) and interpreting instrumentation data. This process is particularly useful when unexpected ground control problems arise.

 

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16.2.5 Pillar Designs

 

Crown, sill and rib pillars are designed by combining numerical, empirical and analytical approaches.

 

Crown Pillars

 

Musselwhite Mine had consultants perform analyses to determine the minimum safe thickness of crown pillar that may be left in place. The current crown pillar ranges between 40-50 m in thickness. Through numerical modeling, the stresses can be predicted at the crown pillar core. These values are updated as changes within the mining plan occur that could influence pillar loading. The average modeled stress is currently 6.0 MPa. If we take the lower range of unconfined compressive strength to be 100 MPa, then stress can be ruled out as a factor for instability. Hence, the structure related failure will be the main factor should be considered. Itasca completed a study report that provided a wedge analysis, the plug failure mechanism analysis, numeric stress modelling and empirical methods published by Carter (1992).

 

Crown pillars are located above the Snoopy (30 m thick crown pillar), Jets South (35 m thick crown pillar) and Esker zones. A follow up review by Musselwhite Mine in 2019 indicated a low level of concern for the current crown pillars. Long term stability recommendations indicate that the Snoppy 30 mL and 50 mL stopes and the Upper Esker have empty stopes that should be backfilled. The Jets South stope has already been backfill based on mine records so should not be a concern.

 

Sill Pillars

 

Sill pillar dimensions are determined by combining empirical methods and experience gained at the mine. Stress criteria is also applied. The stress criteria are to consider dynamic ground support if the major principal stress of the sill pillar in the core exceeds 129 MPa and if deviatoric stress in the core is more than 0.56 as obtained with linear numerical modelling. No sill pillar is designed less than 3.0 m thickness. For the pillar where the worker will work above it, the thickness of the pillar should not be less than the span of the void below, or 7 m, if the span of the void is less than 7 m.

 

Diminishing Pillars

 

Diminishing Pillars are created at Musselwhite Mine when there are two mining fronts that are converging towards a single access. The two fronts converge until one final mass blast removes the pillar in one blast. These diminishing pillars are sized based on stress analysis performed using linear numerical modelling (MAP3D/RS3 software). The core of the pillar must have a deviatoric ((𝜎1−𝜎3)/𝑈𝐶𝑆) of 0.45 or lower or major principal stress less than 110 MPa. If the pillar is in an area of low stress, then the minimum pillar size is 25 m.

 

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16.2.6 Previous Occurrences of Ground Instability and Seismic Events

 

Musselwhite Mine maintains a database of reportable falls of ground (FOG). The database contains a total of 53 recorded incidents of FOG from March 21, 2008 to November 25, 2023. The estimated tonnage, location (zone) if an injury and/or damage has occurred and general comments are provided in the database. Tonnage sizes vary from <10 t up to 1,000-1,700 t. There were two serious injuries in 2015 and 2017 and 15 recorded damage events that often included damaging equipment (scoops) when conducting remote mucking in open stopes and a couple of incidents with the bolting machine when involved in ground support installation. It should be noted that the last FOG updated event in the GCMP was a seismic shakedown event in November 2023.

 

As Musselwhite Mine production increases in the PQ Deeps there will be increased incidents of seismic related ground instabilities (e.g., rockbursts). The larger seismic events are reviewed by Musselwhite Mine Rock Mechanics Department based on the SRMP protocols when event Moment Magnitude is greater than 0.5 or there are more than 15 events per hour. A review of seismic events database between September 23, 2023 to August 3, 2024 indicated 18 events were recorded larger than Moment Magnitude 0.5. Three (3) events were report in 2023 and 15 were reported from January to August 2024.

 

A detailed review of nine (9) of those seismic events reported in 2024 is provided in Table 16.1. These events had varying Moment Magnitudes between 0.37 and 1.99. Most events seem to be occurring after a mass blast with many of the larger events occurring along the Gas Fault 2 or in locations where the stope extraction footprint is expanded resulting in seismic events happening in secondary stope pillars. Most of the rock damage is minor (1 to 15 t) and occurring in locations where no mesh is installed in the lower wall. Recommendation from Musselwhite Mine Rock Mechanics team has included increasing the use of dynamic ground support (MDX bolts), installing screen on the lower wall and changing screen to #4.

 

Table 16.1 – 2024 Seismic Related FOG (Based on Musselwhite Mine Presentation and Reports)

 

Seismic
Event Size
(Magnitude)
Location Date Damage Recorded Comments
0.7 1395 mL 14180Xcut January 15, 2024 1.5 tonnes dislodged between two (2) split sets bolts Damage in a secondary stope xcut access. Primary stopes mined on either side of xcut.
0.37 (>15 events per hour) 1345 mL March 3, 2024 Wall Damage observer in 1345 Acc TLO No significant damage observed on 1370, 1320 or 1295 mL
0.51 1370 mL March 19, 2024 No observed damage in the 1345 and 1370 mL Event occurred 17 hrs after 1379T201 Mass Blast

 

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Seismic
Event Size
(Magnitude)
Location Date Damage Recorded Comments
1.7 1370 mL May 2, 2024 No observed damage in the 1345, 1370 and 1395 mL Event occurred 4 hrs after 1345T090 Cap Blast in the wall of T201 with event appearing to occur along Gas Fault 2
1.7 1345 mL May 2, 2024 Minor loose recorded on 1320, 1345 and 1370 mL Event occurred < 1 hr after 1370T157 Cap Blast in the pillar wall of secondary. Event appearing to occur along Gas Fault 2
0.95 1345 mL June 19, 2024 Minor loose recorded on 1345 mL and no damage in the 1320, and 1370 mL Event could be related to June 16, 2024 Toe shot.  Event appearing to occur along Gas Fault 2
0.93 1370 mL – 180Xcut August 3, 2024 Some lower wall damage 1370 mL Xcut Event could be related to August 1 Stope blast. Event appearing to occur along Gas Fault 2
1.9 1270 mL August 21, 2024 TARP Category 4 with two levels above and below 1270 mL inspected. 15 Tonnes of material ejected on 1270 access Event could be related to August 18 Raise Shot and rockburst occurred in a very block rock mas and near a dyke.
1.99 1295 mL August 30, 2024 1320T044 was blasted and 790 events in 2 hours. TARP Category 4 and inspections for 1270, 1295 and 1320 mL. Some damage on 1295 mL with ejection of 1 tonne and floor heave. High induced stress at the stope abutment and Xcut pillar following the void blast. Mining at depth and expanding stope extraction footprint. Recommend #4 screen and lower along the wall and dynamic bolts.

 

 

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The lessons learned from the FOG has allowed Musselwhite Mine to create some design protocols as outlined in Table 16.2.

 

Table 16.2 – Risk and Hazard Mitigation Based on FOG History1

 

List of Area with Risk Hazard Mitigation
Placement of By-Pass Access in PQD (1245 mL and below) Induced by stope abutment stress Follow Rock Mechanics recommendation, typically the By-Pass will be designed minimum 25 m away from the stope or farther if adverse conditions are expected.
Development towards mafic and/or 4F units Excessive overbreak

-     Short round blasting

-     Low energy/density explosive

-     Tightly spaced uncharged relief holes

-     In-cycle shotcrete

Standoff distance between production access in longitudinal stope Stress interaction between excavations Ensure a minimum 8 m stand off distance between access as per Rock Mechanics guidelines.
Stope Width Unstable Pillar 25 m width of secondary stope and 20 m width of primary stope
Secondary Stopes High concentration of stress Apply pre-conditioning
Stope Hanging Wall Unstable hanging walls causing overhang

Apply buffer rings in the interim and final hanging walls

If weak zones are present and Hanging Wall is at risk of instability, it is recommended to install smart cable to monitor its stability

Stope Brow Adverse condition when brow in contact or within 4F and Ultra Mafic Unit

Apply Rock Mechanics recommendation for brow cable design

Apply shotcrete arches

Stope Back Stability number fall in the stable with support zone

Dropped down shoulder to
35°-38°

Apply Rock Mechanics recommendation for back cable design

Additional surface support may be required if in adverse condition

 

 

 

 

1 (From Table 4, GCMP)

 

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16.2.7 Seismic Risk Management

 

Up until late 2023 most of the seismic related events were rock yielding instead of bursting. Destress mining was not an operation originally employed at Musselwhite Mine. In late 2023 and through 2024 the PQ Deeps area has been experiencing increased seismic events with up to 15 recorded from January to August 2024.

 

In early January 2024, Musselwhite Mine Rock Mechanics Department developed a Seismic Risk Management Plan (SRMP). The following sections are taken from the January 2024 SRMP.

 

The objective of the SRMP aims to identify high-risk areas in the mine, implement targeted mitigation plans, monitor micro-seismic activity regularly, ensure the reliable performance of the monitoring system, designate responsible personnel for emergency response, maintain comprehensive documentation of seismic events, and establish a clear re-entry protocol following such events to prioritize the safety of all individuals involved using appropriate and industry accepted control measures.

 

Monitoring and data acquisition systems are implemented and utilized to gather pertinent geological, geotechnical, mining, and seismic data. Subsequently, the data collected from these systems undergoes a thorough seismic event analysis to comprehend and quantify the seismic response to mining and seismic hazard. Once the seismic hazard is comprehensively understood, appropriate control measures are implemented to manage the risk.

 

Figure 16.1 summarizes the risk-based approach used to manage seismic hazard at Musselwhite Mine.

 

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Figure 16.1 – Seismic Risk Management Approach Flow Chart2

 

 

 

Musselwhite Mine seismic system was installed in 2013. Seismic activity is monitored on a daily basis by the Rock Mechanics Department.

 

The seismic system was expanded in 2022 to include the PQ Deeps section. Currently the seismic system includes:

 

 

 

 

2 (modified after Potvin et al, 2019)

 

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Thirty-six (36) uniaxial accelerometers (model A1-30-1.0);

 

Seven (7) triaxial accelerometers (A3, model A3-1.0-1.25);

 

Seven (7) uniaxial 15 Hz geophones (G1, model G1-1.1-1.0);

 

Six (6) 15 Hz triaxial geophones (G3, model G3-1.1-2.0); and

 

One (1) 4.5 Hz triaxial geophone (S3, model G3-0.7-4.0).

 

The Acquisition Computer serves as the nerve center of the seismic monitoring system, where seismic data from the Paladin through fiber optic cable is collected, processed, and analyzed to create events. The final data collected by the Acquisition PC is transferred to the Processing Computer through the SeisnetCopy Transfer Data method for interpretation and visualization. The computer is equipped with specialized software that helps in interpreting seismic data and identifying potential risks or hazards. The SeisVis program is used to view and identify the locations and magnitudes of seismic events. This software analyzes the seismic data collected by the monitoring system, which helps in identifying patterns, trends, and potential risks associated with seismic activity. By using this data, mine operators can make informed decisions about safety protocols and potential operational changes.

 

The seismic system is set up to immediately alert Rock Mechanics Department and Mine Management in the event of a significant seismic activity or seismic functional issues through a program called SeisAlert. The SiesAlert is set-up as such that in any occurrence of macro-seismic event more than 0.5 Moment Magnitude is recorded, or clusters of microseismic events more than the set threshold is forming (15/hour), or non-recording of seismic events within certain set time, the Rock Mechanics Department and list of Mine management including Dispatch are alerted via email. SeisAlert message received are to be checked and confirmed by the Rock Mechanics Department and advises Mine Operations of any necessary actions to be taken. Actions may either be the implementation of the Seismic Trigger Action Response Plan (TARP) or direct relay of instructions via radio/phone communication by Geotechnical team to the Underground Supervisors.

 

TARP:

 

The Seismicity TARP has 4 Category Thresholds defined as follows:

 

Category 1 – Event Magnitude < 0.5;

 

Category 2 - Event Magnitude 0.5 to <1.0;

 

Category 3 - Event Magnitude 1 to <1.5; and

 

Category 4 - Event Magnitude > 1.5.

 

With increasing Event Magnitudes there are different protocols requiring underground workers to vacate a certain distance from the Event area for a minimum period of time. After the seismic activity is reduced inspections by Site Supervisor and/or Rock Mechanics Department are completed to determine if damage has been sustained in the areas of the Event. The Rock Mechanics Department will issue recommendations for ground support repair if required.

 

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The Category 4 is currently defined to withdraw underground workers from the Event mining level and two mine levels above and below until Rock Mechanics Department has completed an inspection. Lower categories result in minimum delays of 2 to 4 hours prior to returning to the working areas as directed by the Rock Mechanics department. In 2024 5 out of 15 seismic Events were >1.5 Moment Magnitude (Category 4).

 

16.3 Future Geotechnical Conditions

 

Musselwhite Mine has only started experiencing increased seismic activity as mining occurs in the PQ Deeps area. Up until 2023 there were few seismic related events (three (3) events greater than 0.5 Moment Magnitude) that may have required re-entry protocols defined in the TARP or damage due to seismic related events. As mining progresses in PQ Deeps increased seismic frequency and magnitudes will occur and this is demonstrated by the 15 seismic events (Moment Magnitude greater than 0.5) that have occurred between January and August 2024. The Musselwhite Mine Rock Mechanics department has been addressing many of the recent challenges related to increased mine induced seismicity by completing numerical modeling studies, back analysing past failure and recommending/implementing some of the following actions:

 

Installing dynamic ground support (Versabolts) in seismic active or areas there is the potential for increased seismicity.

 

Start installing screen on the entire wall in areas of increased seismicity. Many of the current FOG related events to seismicity have been in lower walls where no screen is installed.

 

Changing the screen type to #4 gauge (current is #6) in seismicity active areas.

 

Numerical modeling completed in PQ Deeps has identified with increased depth access development will experience high abutment stresses from the advancing stoping fronts and in some cases some secondary pillars may fail before extraction as more pillars are excavated. Secondary stope pillars will need to be assessed individually. Just in time development might need to be considered to access pillars after failure and shortly before extraction.

 

The implementation of pre-conditioning of secondary stopes in the PQ Deeps. One row of blast holes with lower explosives is completed to break up the secondary stope to allow it to fail

 

Planning for the expansion of the seismic system as the PQ Deeps is mined deeper.

 

One current recommendation is to complete detailed numerical modeling of the current Mineral Reserves for the PQ Deeps and include the Mineral Resource and Mineral Inventory Zones (High and Low Inventory) that are planned deeper to understand the changing conditions and determine potential impacts that could be experienced.

 

The one key geotechnical challenge in mining deeper at Musselwhite Mine (PQ Deeps) will be the impact to production when working in a seismically active mine. Additional studies will need to be completed by Musselwhite Mine with support from external consultants to review production sequence, the increased requirement for dynamic ground support, changes to re-entry protocols,

 

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stope sizing review, expansion of stope pre-conditioning and just in time development approaches to minimize impacts to schedule and operating costs due to increased seismicity.

 

16.4 Hydrogeology

 

16.4.1 Hydrogeological Setting

 

The underground mining is directly below Opapimiskan Lake. Three (3) type of water inflows are considered as risk. The greatest inflows risk is the result of a major instability in the crown pillar (i.e. wedge failure or collapse of the surface crown). A second risk is the un-grouted exploration boreholes drilled directly above the pond (in winter). The third risk would be the potential excavation of fractures (such as dyke or water bearing faults) intersection inflows. Several consultants have carried out hydrogeology related studies. Itasca Consultant Canada Inc. (Itasca) evaluated the crown pillar design thickness between 25 to 35 m is in the stable limit. For intersected diamond drill holes, a N sized hole would produce a discharge of 0.029 m³/s and a B sized hole a discharge of 0.016 m³/s. These correspond to hourly discharge rates of 104 m³/hr and 56 m³/hr.

 

There is also a cement dam that plugs the drift in 150 mL which connect to the bottom of the open pit. There is a facility set up on the 150 mL to monitor the water pressure behind the cement bulkhead. The procedure requires the mining and engineering departments to read the water pressure, inspect the dam and flush the open pit bottom sediment regularly.

 

The Esker zone is the only area with hydrogeological concern to date for Musselwhite Mine. The mining in the Esker is completed. The water flow coming out from the Esker is monitored by the mining department. Any future mining in the Esker that may intersect a water bearing fault or un-grouted diamond drill holes will be subject to a risk assessment. If the risks identified cannot be mitigated, then future mining will not proceed.

 

16.4.2 Hydrogeological and Groundwater

 

The majority of the hydrogeological assessments for Musselwhite Mine are outlined in the Musselwhite Mine Closure Plan and focus on the defining hydrogeological conditions for tailings infrastructure (ponds) and is summarized as follows.

 

Golder Associates Ltd. conducted hydrogeological investigations at the Musselwhite Mine site including field studies, laboratory testing, and modelling. The field work was conducted in two phases. An initial phase in 1989 associated with the first feasibility study and a second more detailed study in 1995 associated with confirmation of the proposed tailings pond site. Hydraulic conductivity estimated (from Golder in 1989) was in the range of 1 x10-5 m/s for fractured rock. Field programs consisted of the drilling of 24 boreholes to determine the subsurface conditions in the immediate area of the south side of the Tailings Pond (formerly Crazy Wind Pond).

 

Opapimiskan Lake likely comprises a regionally significant groundwater discharge zone. In broad terms, groundwater flow directions in the overburden and shallow bedrock (approximately 10 m

 

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below surface) likely mimic the topography. A component of flow is northward to Opapimiskan Lake and a component discharging from the Tailings Pond to Zeemel Lake to the south. The base flow in the streams in the area is maintained by groundwater discharge, which is recharged by infiltrating precipitation. Regional groundwater flow directions are generally expected to be perpendicular to the contours. Between the existing Tailings Pond and Zeemel Lake, the groundwater flows approximately westward, sub-parallel to the dam, and then turns southward toward Zeemel Lake.

 

Local groundwater-flow directions always vary relative to the generalized regional flow directions, and these variations are evident in the area between the existing Tailings Pond and Zeemel Lake.

 

The piezometric head information gathered from measurements in the groundwater monitoring wells is compared to the water elevation measurements in the tailings. The groundwater flow rate from the existing Tailings Pond through the sand toward Zeemel Lake is about 10 L/s. The migration rate under existing conditions is about 30 m/y. It is expected that there is little groundwater flow in the unfractured bedrock underlying the various surface infrastructure sites.

 

Most of the hydrogeology activities in recent years has been related to the groundwater levels between the Tailing Management Area (TMA) and Zeemel Lake. Subsequence studies and investigation have been completed by Piteau (2016 and 2017) on controlling ground water conditions to contain a sulphate plume from the TMA.

 

Information provided in the GCMP also included investigation work completed by AMEC in 2005 around the portal area. AMEC reviewed drill hole hydrogeological testing from three drill holes and indicated that groundwater inflow for the base case ranged from 1 to 250 imperial gallons per minute which is representative of the groundwater regime in the portal area.

 

16.5 Mine Design

 

The Mineral Reserve estimate is based on a mine design and schedule that was prepared in Deswik software. Tables 16.3 and 16.4 summarize the parameters for development and production used for mine design and planning at Musselwhite Mine. The development parameters include the cross-sections of drifts and ramps, and the total advance rates in lateral development. The production parameters include mining method, pillar thickness, dip constraints, minimum mining widths, stope dimensions, and production rates.

 

Stope productivities were based on typical total stope cycles, including cable bolting, slot raising, longhole drilling, production blasting, remote mucking, fill fence construction, backfilling, and delay for backfill curing time.

 

Primary ramp development rates and stope access are an important assumption for the mine plan and mine stope sequencing in PQ Deeps.

 

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Table 16.3 – Mine Design Parameters – Development

 

Item Description
Ramp  
Dimension 5.5 m x 5.5 m
Ramp Grade -15%
Ramp Radius 25m
Footwall Drifts 5.5 m x 5.5 m
Crosscuts and Ore Drives   5.5 m x 5.5 m
Total Average - Advance Rates/Day 27 m/day
Musselwhite's Crew 20 m/day
Contractor's Crew 7 m/day

 

 

Table 16.4 – Mine Design Parameters – Production Stope

 

Item Description
Modifying Factors  
Cut-Off Grade See Section 15.3
Dilution Factors See Section 15.3.4
Mining Recovery See Section 15.3.4
Minimum Rib Pillar Width See Section 15.3.4
Mininum Mining Width (Transverse) 10 m
Mininum Mining Width (Avoca & Modified Avoca) 3 m
Maximum Hanging Wall Dip (Transverse) 90o
Maximum Hanging Wall Dip (Avoca & Modified Avoca) 55o
Maximum Footwall Dip (Transverse) 65o
Maximum Hanging Wall Dip (Avoca & Modified Avoca) 65o
Minimum Lenses Gap 10 m
PQ Deeps Stope Dimensions  
Primaries Transverse 20m W x 20m H x 20-35m D
Secondaries Transverse 25m W x 20m H x 20-35m D

 

 

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16.6 Mining Methods

 

16.6.1 Introduction

 

The configuration of the deposit is suitable for sublevel-type mining methods. Musselwhite Mine uses three (3) mining methods:

 

In longitudinal narrow veins between 3 to 12 m, Avoca and Modified Avoca is used. The Modified Avoca is a very sequential method.

 

In wide ore zone, transversal longhole stoping (LHS) is used with delay cemented rock fill in primary stopes, and uncemented rock fill in the secondary stopes.

 

The AVOCA and Modify AVOCA mining methods are the standard mining method for most of the orebodies (e.g., Redwing, West Limb, Lynx) above the 4250 m mine elevation (950 mL) and where the orebody width has increased at depth, below 4250 m to 3750 m elevations, the mining method has changed to Transverse (PQ Deeps). Based on the Mineral Reserves almost 40% of the Mineral Reserves are AVOCA and Modified AVOCA with the remainder as Transverse.

 

16.6.2 Mining Method

 

16.6.2.1 Standard AVOCA Method

 

Standard AVOCA is a mining method where ore zones are extracted longitudinally with most of the development in the orebody. Ore drives are developed at the top and bottom of a slice of ore, with a spacing of 25 m floor to floor. The ore between the ore drives is then blasted, using either upholes or downholes, and the broken ore is extracted from the lower level. When a certain block of ore is extracted, the void is filled with unconsolidated waste and the process is repeated, using the fill as a working platform for the next lift.

 

Standard Avoca has double end access, with extraction from the lower sub-level at one end and filling from the upper sub-level at the other end. Figure 16.2 represents double lift AVOCA standard method using in Redwing zone.

 

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Figure 16.2 – Double Lift AVOCA Mining Method Apply in Redwing Zone

 

Source: Musselwhite Mine – September 2024

 

16.6.2.2 Modified AVOCA Method

 

Modified Avoca has been adapted for single end access. The face is retreated a certain distance, dependent on hanging wall stability. The void is then tight filled with rockfill from the upper sub-level.

 

Two (2) approaches are then available, as follows:

 

Fill can be mucked out to a naturally compacted angle of repose and subsequent rings are blasted to a free face.

 

Subsequent rings are choke blasted against the fill - the blasting compacts the fill and causes it to stand steeply and contribute minimal dilution.

 

At Musselwhite where the ore is between 4 and 12 m in width, AVOCA and or modified AVOCA will be employed typically in conjunction with unconsolidated mine waste as rockfill. This mining method is sequential and could potentially generate delay for the next panel to be mined. Figure 16.3 shows a schematic of the modified AVOCA sequence.

 

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Figure 16.3 – Mining Sequence Schematic Modified AVOCA

Source: WSP, 2024

 

16.6.2.3 Transverse Longhole Stoping Method

 

Transverse longhole stoping (LHS) is a bulk mining method in which the long axis of the stope and access drifts are perpendicular to the strike of the orebody. Typically, drawpoints are located in under-cut access drifts which extend from the footwall or hanging wall, and the free face is mined in a horizontal retreat from the hanging wall or footwall to the footwall or hanging wall. This methodology requires more waste development (for footwall/hanging wall drifts and drawpoints), however, since each stope has an independent access, it has more flexibility with regards to sequencing and scheduling, allowing a primary/secondary extraction sequence at Musselwhite.

 

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At Musselwhite Mine transverse blocks are planned where the ore width exceeds 12 m with a strike length of over 50 m and stope height of 25 m. Stope dimensions are determined by considering the impacts of economics and stability. Voids are to be filled with a combination of cemented rockfill and unconsolidated rockfill. Figure 16.4 presents a section view of transversal stoping in PQ Deeps zone.

 

Figure 16.4 – Illustration of Transversal Stoping in PQ Deeps Zone

Source: Musselwhite Mine, September 2024

 

16.6.3 Ore and Waste Handling

 

16.6.3.1 PQ Deeps (PQD) Ore and Waste Handling

 

Ore from the PQ Deeps zone is trucked by an internal ramp from the production stopes to the dumping point at 1170 mL elevation. The crushing system includes a silo above the crusher with a capacity of 3,200 t. After crushing, the ore is transported by a short conveyor to another silo with a capacity of 3,600-t vicinity of the winze, where it is subsequently hoisted and discharged into another silo at elevation 280 mL with a capacity of 1,200 t. The crushed ore is transported by 45-tonne trucks from the truck loadout (TLO) to the crushing station at elevation 460, where it is conveyed by conveyor to surface.

 

The transport distance from the truck loadout at elevation 280 to the dumping point at elevation 460 is 3,000 m with a ramp grade of + and – 15%.

 

Waste produced by the development is recycled underground as backfill in the PQ Deeps zone. Figure 16.5 illustrates the movement material at the Musselwhite.

 

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Figure 16.5 – Musselwhite Material Handling System

 

 

Source: Musselwhite Mine, September 2024

 

16.6.3.2 Other Active Zones Ore and Waste Handling

 

The other active zones, West Limb, Upper Lynx, Redwings, Lynx and Lynx North, and T-Antiform is trucked by internal ramp to the crushing station at the elevation 460. The crushed ore is transported to surface by two (2) conveyors (CB-2 and CB-1) on a total distance of 2430 metres.

 

As mentioned, the waste produced from the development is recycled underground as cemented or uncemented backfill.

 

16.6.4 Mine Backfill

 

Rockfill is a key element of the stoping methods used at Musselwhite Mine. A good quality rockfill is required to mine safely and minimize dilution. The rockfill system consists of both consolidated and unconsolidated rockfill.

 

The purpose of the rockfill is to:

 

Limit the volume of open ground;

 

Prevent uncontrolled convergence, raveling and caving of the open stope;

 

Act as a working platform for the longitudinal retreat stopes; and

 

Allow for secondary stope recovery (both below and adjacent).

 

Depending on the application, unconsolidated rockfill (URF) or consolidated rockfill (CRF) material can be utilized as rockfill. In the case of CRF, a 4-5% binder of cement with varied compositions depending on availability of materials (50% Portland GU/50% fly ash, 100% Portland GU, slag cement blends with Portland .GU) type 10.

 

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16.6.4.1 Underground Cement Slurry Plant

 

There is an existing CRF facility on surface. Currently, this facility is not in service as it cannot meet the CRF production requirements. This is due to the extended delivery times and frequent plugging experienced by the system.

 

Currently, bulk cement bags (1.8 t) are delivered to the Musselwhite Mine, then off loaded and staged on surface by mine personnel. Four (4) cement bags are loaded onto Multi-crete boom truck then the boom truck transports the cement bags to the underground mobile CRF plants where the bags are unloaded and staged for production. Each load takes a total of 175 minutes from surface loading to underground unloading, with this cycle can be repeated 2-3 times per shift.

 

Two (2) portable slurry batch plants are now being utilized underground to facilitate the CRF filling process. During the CRF filling process, the nine (9) Cubic-yard scoop is typically used. The scoop is fully loaded with development waste muck and then sprayed with a predetermined volume of the cement slurry before being dumped into the stope. This process helps to ensure that the CRF is properly mixed and distributed throughout the stope. The cement slurry recipe and the quantity of slurry added to the waste muck is given by the technical service.

 

Musselwhite has recognized this process inefficiency, and other options to improve the efficiency of the open voids (stopes) filling. These options are:

 

Utilize existing infrastructure including the Esker CRF Facility (silos) and the underground reticulation network for dry storage and transfer cement underground respectively. The existing underground reticulation will be rehabilitated and expanded to transfer cement to an underground storage silo on the 1270 mL. A bulk transport carrier will deliver cement from the underground silo to CRF plant locations as required.

 

Construct a Paste backfill plant with a new underground network distribution for the PQ Deeps where the majority of the ore reserves are located.

 

These options are under investigation no decision has been taken by Musselwhite management.

 

16.7 Mine Infrastructure

 

16.7.1 Mine Access And Underground Facilities

 

Access to the underground operation is through a twin decline system. The main decline is the primary access for personnel, equipment and materials. It has been driven at -12.5% grade to provide access to levels on a nominal 25 m intervals (i.e., floor to floor). Secondary egress and alternative emergency access is provided by the conveyor ramp, which was driven at -20% grade.

 

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16.7.2 Ventilation Infrastructure

 

The Musselwhite Mine is a mature mine site with a ventilation network that has been developed over time to support historic and current mining activities. Historically, the Musselwhite ventilation system has supplied air to the six (6) main mining areas at Musselwhite Mine with a system capacity of approximately 1,475,000 CFM via a push system. The fresh intake air is supplied through the Main Fresh Air Raise (FAR) and the 250 FAR raise with the main fans located on surface. Air is returned though the Main Exhaust Raise and the main ramping system to surface. Booster fans are provided at various locations throughout the mine to push air to depth and to direct to active working areas.

 

The ventilation at Musselwhite Mine is designed to evacuate and dilute any contaminants created by mining activities, in alignment with Ontario Mining Health and Safety Laws which prescribes detailed ventilation requirements for all diesel equipment operating underground at the mine.

 

The ventilation system at the Musselwhite Mine is currently undergoing an underground expansion to ensure additional ventilation supply to the PQ Deeps Zone that is plunging deeper and to the north of the historical mining areas. The current underground mobile fleet consists of diesel-powered equipment only.

 

The existing ventilation system currently supplies 400,000 CFM to the PQ Deeps Zone. The ventilation expansion will modify the existing ventilation system to direct an additional 200,000 CFM of supply to the PQ Deeps Zone. The additional volume allows for an additional two (2) haul trucks and one (1) scooptram in the PQ Deeps zone beyond the current equipment fleet usage. The extension of the ventilation system does not provide any additional total airflow to the mine

 

The ventilation upgrades consist of commissioning of an additional booster fan at the 720 WEL and twin booster fans for the 1080-metre level at the top of the PQ Deeps Zone. Additionally, two (2) other ventilation fan installations (each consisting of twin fans installed in parallel) are indicated for the 720-m level at the Lynx Bypass North and the 1370 m level for the 1370 to 1445 PQ Deeps Vent raise. Lateral development along with several ventilation raise development excavations have been completed to complete the ventilation circuit. The ventilation routes are planned to be modified in the changeover via ventilation interlock ventilation doors, bulkheads and louvres to handle the increased volume and ensure air velocities to acceptable industry standards and gas sensors and cameras are planned for monitoring capabilities. The ventilation expansion is projected to be commissioned by the end of 2024. The remainder of the ventilation supply to the mine (~875,000 CFM) is to be used to ventilate the other active mining areas of the mine including transfer drifts, ramps and the winze as well as other production zones.

 

Implementation of Battery Electric Vehicle (BEV) technology into the equipment fleet may allow for additional equipment as haul distances become longer without requiring the provision of additional ventilation supply.

 

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16.7.3 Existing Mine Dewatering Infrastructure

 

The Musselwhite Mine has two (2) independent pumping systems, the first from the 770 level to the 220 level for subsequent pumping to surface, and the second from the 537 level to surface. The overall capacity of the two (2) pumping systems is 1400 US GPM. Figure 16.6 depicts the main underground dewatering system.

 

Pumping Station – 770 Level

 

The 770 pumping station arrangement consists of:

 

Two (2) large parallel sumps with solids filtration wall;

 

One (1) clean water reservoir; and

 

Two (2) 350 HP multi-stage clean water pumps and a recycling pump.

 

The 770 pumping station has two (2) systems of filtration:

 

Gravity low energy sump; and

 

Filtration wall to remove the smaller suspended particles.

 

The maximum pumping capacity installs at 770 level is 400 USGPM, and the clean water is cascading to the 220-level pumping station.

 

The 770 level has water recycling system. This system receives water from the 770 clean water sump, and then runs through a UV system to remove bacteria to provide industrial water for PQ Deeps and Lynx.

 

The solids are removed from the dirty water sump with mucking scooptram and disposed in old mining areas.

 

Pumping Station – 220 Level

 

The 220 pumping station has:

 

Two (2) parallel cone sumps; and

 

Two (2) sets of three (3) centrifugal pump of 100 HP each.

 

The water is pumped directly to the surface. The solid in the cone sump are pumped out or muck out with a scooptram.

 

The 220 pumping station has a total capacity of 800 USGPM.

 

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Pumping Station – 537 Level

 

The 537 pumping station consists of:

 

Three (3) large parallel sumps (two (2) dirty water sumps and one (1) clean water sump); and

 

Solid filtrations are similar to 770 level sump.

 

The clean water sump provides water for the mid and upper part of the mine and Esker via the 400 level.

 

The clean water is directly pumped to surface and discharged in the tailing pond. The maximum capacity of tis infrastructure is 600 USGPM.

 

Figure 16.6 – Musselwhite Main Dewatering System

 

Source: Musselwhite Mine; Dewatering Overview, September 2024

 

16.7.4 PQ Deeps Industrial Water Supply Plan

 

The 770 Level sump will feed an UV system to remove bacteria and send to a clean reservoir. The treated water will be pumped in the PQ Deeps to supply industrial water for the mine operation activities.

 

In the case of a lack of water or operational problems at the 770 level sump, a supplemental water line from surface will acts as a back up line to ensure the demand is met. Figure 16.7 illustrates the industrial water distribution in PQ Deeps.

 

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Figure 16.7 – Musselwhite Material Handling System

 

Source: Musselwhite Mine; Dewatering Overview, September 2024

 

16.7.5 Underground Electric Power Distribution

 

The Underground power consists of 5 kV and 13.8 kV transformers on most active levels and for power convenience on non-active levels.

 

In the upper part of the mine, the power supply is provided by a 5 kV cable that feeds the electrical substations to step-down to 600 V.

 

In the lower part of the mine, the power supply is provided by a 13.8 kV cable and stepping-down transformers to 600 V. These substations are mostly located on each level.

 

Eventually, a new circuit from surface substation will be required to feed new mining areas.

 

16.7.6 Underground Communication

 

The underground communications system includes a fiber optic trunk line along with leaky feeder, ethernet and WiFi connections for voice and data transmissions. Personnel are equipped with tracking devices and digital radios and plans are in place to establish monitoring of mobile equipment in real-time in addition to existing on-board digital radios.

 

The IT/OT communication systems are separated. IT wireless access points is for the IT network access, and the OT network is used for teleoperation, cameras, seismic systems and PLC’s.

 

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16.7.7 Mine Services

 

16.7.7.1 Underground Mobile Repair Bays

 

Musselwhite Mine maintenance philosophy is to achieve high availability and increase the lifespan of their equipment through a proactive planned maintenance program. The continuous improvement plan is to learn, grow and adjust their maintenance program to maximize the Mineral Resources.

 

There are three (3) underground mobile maintenance shops located on 488 mL, 920 mL and 1045 mL. The 488 mL shop is the largest, and all aspects of maintenance is completed there. On the level, there are 25 tons/5 tons overhead crane assembly on a trolley/bridge system, tool crib, bolt room, welding bay, oil lube bay room, refuge station, lunchroom, office, tire storage, staging area for parts of planned work and warehouse that stocks the majority of parts needed to maintain the equipment serviced there.

 

The 920 shop is used mostly by the beat mechanics, there is a lightly stock warehouse, lunchroom, and four (4) service bays with jib cranes.

 

The 1045 service bay is used by Toromont beat mechanic contractor. This service bay has storage shelves for spare parts, lunchroom and refuge stations.

 

Two (2) temporary shops on 450 mL and 475 mL are used by contractors (Redpath and Multi-Crete).

 

16.7.7.2 Underground Fixed Equipment

 

There are two (2) small shops underground for fixed maintenance. These small shops have storage, and they are used for small jobs only. Major works go to the surface. The fixed shops are located on the 460 mL and 1220 mL.

 

The fixed maintenance program is based out of SAP orders and notifications, consisting of daily, weekly, monthly, quarterly, semi-annual, and annual PM schedules, along with the daily work order repair process they use.

 

16.7.7.3 Electrical Shop

 

The electrical department has a repair shop small warehouse and lunchroom at the 720 mL. The electrical is lightly stocked. The electrical department uses the surface shop warehouse as their main supplier parts.

 

16.7.7.4 Lunchroom and Refuge Station

 

Each underground shops have a lunchroom and a permanent refuge station, and they are equipped with safety materials in case of emergency or underground fire. Several other refuge stations are built in strategic locations across the mine.

 

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Portable refuge stations are in the new development heading. These portable refuge stations could relocate at different locations based on the new development area. This refuge stations are standalone and they are not required any mine services.

 

16.7.7.5 Fuel and Lubricant Bays

 

The fuel is sent underground via a borehole from surface down the main fuels station located on the 657 mL. From this level, the fuel is distributed by a fuel tanker truck to the portable StaStat fuel station of 7 000 liters capacity. Musselwhite has six (6) underground fuel, oil and grease stations.

 

The oil is transported in StaStat fuel station in pails of 25 liters and grease in tote.

 

16.8 Mine Equipment

 

The Musselwhite mine is a mechanized operation employing rubber-tired diesel equipment for all phases of mining operations. Table 16.5 lists the mobile equipment operating in the mine.

 

The electric-hydraulic development jumbos are two-boom units. One of these jumbos is equipped with radio-remote-control to use in drifts and stopes rehabilitation. The primary ground support in development heading is completed with jumbos. The jumbos are equipped with retractable slides, except the rehabilitation jumbo where the slides are fixed.

 

Musselwhite operates fifteen LHDs for production and development. Most units are equipped with radio-remote-control systems to permit mucking inside open stopes, with the operator situated in a safe location in the stope access behind the brow. The stopes are backfilled with uncemented or cemented waste rock and dumped to the stope with LHD.

 

Caterpillar 45 tons haul trucks are used to transport ore by an internal ramp to the ore passes located at different elevation in the mine.

 

Musselwhite operates three production drill rigs for drilling in the LH stopes. The production drilling is supplement by a drilling contractor on a base On and Off.

 

The cable bolters (2) are drilling and installing cables in development and production stopes. These units provide a more efficient capability for installing cable bolts, which will significantly benefit mining operations. Cable bolting is required to support the hanging wall, the ore drive in the LHS stopes and permanent opening and stope brows.

 

The QP reviewed the underground equipment fleet and observed many of the machines in operation. The QP is of the opinion that the number of units in the fleet and the types, makes, and models are appropriate for the production rate, mining methods and development requirements at Musselwhite.

 

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Table 16.5 – Underground Mobile Equipment List

 

Equipment Type Make and Model Number of
Units
Jumbo/Bolter Sandvik DD321 and DD422I 7
ANFO Loader Maclean AC3 5
Cable Bolter Epiroc Cabletech 2
Block Holer Maclean BH3 and BH4 2
Underground Grader Caterpillar 120H and 135H 2
Haul Truck Dump/Ejector Box Caterpillar AD45B 14
Cassette/Emulsion Carrier Maclean MTC00312 1
Boom Truck Maclean BT3 4
Cassette/Fuel Carrier Maclean CS3 2
Water Canon Maclean WC3 2
Longhole Drill Sandvik DL422iE and DL432i 3
Shotcrete Sprayer Kubota R-520SF 1
Shotcrete Sprayer Normet Spraymec MF050 DVC 1
Transmixer Normet Ultimec LF500 2
Scissor Lift Maclean SL2 and SL3 6
Scooptram (LHD) Caterpillar R1300G 2
Scooptram (LHD) Caterpillar R1700G 4
Scooptram (LHD) Caterpillar R2900G 9
Backhoe Kubota R520SL-RBH 1
Underground Shop Telehandler Kubota & Manitou MH25-4 and R520S-F 2
Shop Forklift Kubota R520S-F and R520 LRBH 2
Man Carrier Toyota HJZ 79 17
Service Vehicle Toyota HJZ 79 34

 

 

 

16.9 Underground Mine Personnel

 

The underground mine works two (2) 12-hour shifts per day. There are four (4) rosters, working rotations of 14 days on and 14 days off, with two (2) rosters working at the mine at any given time. The majority of the mine personnel reside in the city of Thunder Bay; however, some commute from other cities in Canada.

 

Musselwhite employ a mining contractor (Redpath) to supplement their development to meet the development schedule to ensure sufficient feed at the treatment plant.

 

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The QP reviewed the personnel organization and is of the opinion that it is appropriate for the scale of an underground mining operation, such as Musselwhite.

 

16.10 Life-of-Mine Plan

 

16.10.1 Development

 

Table 16.6 presents the LoM schedule for lateral development, which consists of ramps and drifts. Table 16.7 shows the vertical development schedule, which consists for raises for ventilation and escapeways. LoM mining rates are similar to current operating rates, and underground development for mining the current mineral reserve is expected to be materially complete in 2030.

 

Table 16.6 – LoM Development Schedule

 

Description Unit 2024 2025 2026 2027 2028 2029 2030 LoM
Lateral Development
Musselwhite Ore Development m 3,220 2,610 2,566 2,498 2,134 984 447 14,458
Capital Waste Development m 3,577 2,773 1,811 1,534 1,087 1,041 282 12,106
Operating Waste Development m 2,226 1,592 2,482 2,242 2,544 1,472 174 12,732
Contractor Contractor Development m 3,722 1,563 534 28 - - - 5,848
Total Lateral Development m 12,746 8,537 7,393 6,303 5,765 3,497 903 45,144
Vertical Development
Contractor Operating Development m - - - 68 20 - - 88
Capital Development m 104 471 - 118 38 527 - 1,258
Total Vertical Development m 104 471 - 186 58 527 - 1,346

 

 

16.10.2 Production

 

Table 16.7 presents the LoM production schedule developed in the reserve estimation process. The table includes 7.35 Mt at an ore grade of 6.23 g/t that coincide with the December 31, 2023, Mineral Reserve.

 

The following trends can be noted in the LoM production schedule:

 

The mine maintains a steady production output of approximately 1.05 Mtpa over the LoM.

 

Mineral Reserves of 7.35Mt are sufficient to continue operations at this production rate until the end of 2030.

 

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The majority of the mined tonnage is produced from the PQ Deeps zone when the other mining zone will be mined simultaneously.

 

The PQ Deeps will be extracted as transversal stoping (Primary – Secondary) with delay backfill cemented/uncemented.

 

The PQ Deeps contain approximately 60% of the total reserve that contain over 1 Moz of gold.

 

Redwing mining zone will be mined out in 2028, and the T-Antiform will be depleted in 2027.

 

Table 16.7 – LoM Production Schedule by Mining Zone

 

Zone Unit 2024 2025 2026 2027 2028 2029 2030 LoM
PQ Deeps (PQD) tonnes 619,316 615,730 618,208 481,824 822,344 668,007 769,095 4,594,524
g/t 6.78 6.88 8.25 6.81 8.00 6.37 5.00 6.94
Ounces 134,999 136,262 164,020 105,462 211,632 136,771 123,614 1,012,760
West Limb (WEL) tonnes - - 6,386 108,067 69,451 102,602 267,067 553,573
g/t - - 4.59 4.79 5.14 5.62 6.57 5.84
Ounces - - 942 16,636 11,469 18,549 56,428 104,024
Upper Lynx (ULYNX) tonnes 114,064 114,724 124,275 168,939 141,713 147,685 59,545 870,944
g/t 4.25 3.62 4.16 4.79 5.53 5.07 4.68 4.63
Ounces 15,580 13,349 16,603 25,990 25,207 24,051 8,952 129,734
Redwings (RDW) tonnes 126,960 99,749 70,947 69,124 12,897 - - 379,677
g/t 5.11 6.69 6.29 5.47 4.88 - - 5.80
Ounces 20,839 21,464 14,339 12,166 2,024 - - 70,831
Lynx North (LNXN) tonnes 72,065 149,072 163,040 196,549 23,769 18,587 - 623,082
g/t 5.20 5.08 5.00 5.29 5.38 7.07 - 5.21
Ounces 12,039 24,366 26,206 33,453 4,108 4,226 - 104,398
Lynx (LYNX) tonnes - - - - - - - -
g/t - - - - - - - -
Ounces - - - - - - - -
T-Antiform (TANT) tonnes 108,678 89,617 89,735 47,033 - - - 335,063
g/t 4.44 4.81 5.13 4.75 - - - 4.77
Ounces 15,502 13,859 14,798 7,187 - - - 51,346
Total All Zones tonnes 1,041,084 1,068,891 1,072,592 1,071,536 1,070,173 936,881 1,095,707 7,356,863
Grade All Zones g/t 5.94 6.09 6.87 5.83 7.40 6.10 5.36 6.23
Ounces All Zones Ounces 198,959 209,300 236,909 200,894 254,440 183,597 188,994 1,473,093
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17 RECOVERY METHODS

 

17.1 INTRODUCTION

 

The Musselwhite processing facility was constructed in 1996 and began operations in 1997. Upgrades over time have increased the original processing design throughput from 3,200 tpd to 4,000 tpd, nominally (Samuel Engineering, 2018). Mill availability is 95%, with mill throughput currently limited to about 70% of available capacity by underground mine production.

 

17.2 PROCESS FLOW DIAGRAM

 

Ore extracted from the underground mining operation is processed on-site through a metallurgical circuit that features two-stage crushing (primary crushing underground and secondary crushing on the surface), two-stage grinding circuit (using a rod mill and a ball mill) with gravity separation, cyanide leaching, gold recovery by carbon-in-pulp (CIP), elution, electrowinning, refining and carbon reactivation. Before disposal, the mill tailings undergo chemical treatment to remove cyanide followed by thickening to recycle process water and facility deposition in the Tailings Storage Facility (TSF). This facility operates a single-line process, from mining through to the final gold recovery. Figure 17.1 illustrates the simplified flowsheet for the Musselwhite gold mill. Figure 17.2 depicts the existing mill layout.

 

17.3 MAJOR EQUIPMENT LIST

 

Table 17.1 depicts a summary of the major processing equipment used in the Musselwhite Mine and plant.

 

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Figure 17.1 – Musselwhite Simplified Process Flowsheet

 

 

Source: DRA, 2024

 

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Figure 17.2 – Existing Site Processing Facilities Layout

 

Source: Placer Dome, 2010

 

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Table 17.1 – Summary of Major Processing Equipment

 

Process No. Unit Manufacturer Dimensions Drive
(kW) (hp)
U/G CO Stockpile Feeder 1 Apron Feeder - 1,500 mm 60 in - -
Crushing 1 Jaw Crusher (Waste Rock) Nordberg 1.1 × 1.4 m 43 × 55 in 185 250
1 Jaw Crusher (Underground) Birdsboro Buchanan 1.2 × 1.5 m 48 × 60 in 223 300
1 Double-Deck Vibrating Screen Deister 2.4 × 7.3 m 8 × 24 ft 2-18 2-25
1 Cone Crusher Symmons 2,100 mm 7 ft 375 500
Elution 1 Hot Water Boiler Cleaver Brooks 12 m² 130 ft² - -
Grinding 2 FOB Feeders - 1,200 mm 4 ft - -
  1 Rod Mill Nordberg Φ 3.6 × 5.2 m Φ 12 × 17 ft 1,040 1,400
  1 Ball Mill Nordberg Φ 4.1 × 5.5 m Φ 13 1/2× 18 ft 1,350 1,810
Gravity Circuit 2 Separators Knelson 760 mm 30 in - -
CIL/CIP 2 Leach Agitators - - - 75 100
6 CIP Agitators - - - 15 20
4 Leach Tanks - Φ12.5 m × 13.0 m - - -
6 CIP Tanks - Φ 6.1 m diameter × 6.6 m - - -
1 Vibrating Screen - 900 × 1,800 mm - - -
1 Safety Screen - 1,500 × 3,000 mm - - -
Vibrating Safety Screen 1 - - - 5 × 12 in - -
CCD Thickeners 2 - - 10.7 m diameter 35.1 ft - -

 

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17.4 Process Description

 

17.4.1 Crushing

 

An underground Birdsboro-Buchanan jaw crusher, commissioned in 2002, is situated on Level 460. Ore is dumped into various ore passes, such as a dump pocket on Level 400, through 600 mm (24 in) grizzly openings, where it is crushed in the single jaw crusher. Oversized material on the grizzly screen is further reduced by a hydraulic rock breaker located on Level 480, above the jaw crusher.

 

Crushed ore, sized between 127 mm (5 in) and 140 mm (5.5 in), is then deposited onto a 1,525 mm (60 in) wide apron feeder at Level 90 m (295.3 ft) and transported to the surface via a series of three conveyors, through a dedicated incline passage with a nominal gradient of 20%. The ore is then stored in an open stockpile with a live capacity of 1,500 tonnes on the surface. Up to 10,000 tonnes of RoM ore may also be stockpiled nearby.

 

The crushing plant located on surface includes a vibrating grizzly feeder, a primary single-toggle jaw crusher, and a secondary cone crusher. Operation of the vibrating grizzly feeder and primary crusher was discontinued in 2002. Stockpiled ore is retrieved by an apron feeder and conveyed to a double-deck vibrating screen in the surface crusher building. Material smaller than 9 mm (3/8 inch) from the screen is conveyed to a fine-ore bin with a capacity of 2,500 tonnes. The oversize material from the screen is recycled to the secondary crusher, which operates in closed-circuit with the double-deck screen

 

The surface jaw crusher is occasionally used for processing waste rock. When in operation, the discharge from the surface jaw crusher is conveyed to a vibrating double-deck screen. Crushed product is conveyed to stockpile.

 

17.4.2 Grinding

 

Crushed ore is retrieved from the fine ore bin via one of two 1,200 mm (48 in) apron feeders, conveyed, and directly discharged into a single steel-lined rod mill powered by a 1,040 kW (1,395 hp) synchronous motor. The discharge from the rod mill is collected in a common grinding mill pumpbox, and the slurry is pumped to a cyclone cluster with three (3) operating cyclones and two (2) spares. Lead nitrate is added to the cyclone feed pumpbox.

 

A portion of the cyclone underflow is gravity-fed to the gravity circuit and the remainder fed to the polymet rubber-lined ball mill, which is powered by a 1,350 kW (1,810 hp) synchronous motor. The discharge slurry from the ball mill flows by gravity to the cyclone feed pumpbox. The ore is ground to 80% passing 75 µm (P80) in this rod mill and ball mill configuration.

 

The cyclone overflow flows over a trash screen. Trash screen’s underflow is gravitated to a 10.7 m (35 ft) diameter pre-leach thickener.

 

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17.4.3 Gravity Separation

 

The scalped portion of the cyclone underflow is directed to two, 30-inch Knelson concentrators running in parallel. The recovered concentrate is further upgraded in an Acacia high-intensity, cyanide leach reactor. The Acacia reactor product solution reports to the electrowinning feed tank, and the tailings report to cyclone feed pump box. Gravity separation contributes to approximately 25% to 30% of the total gold recovery. The tailings from the Knelson concentrators are gravitated back to the grinding mill pump box.

 

17.4.4 Cyanide Leaching

 

The pre-leach thickener underflow of 55% wt.% solids is directed over a second vibrating screen for trash removal, and the screen underflow is then pumped to the first of four leach tanks in series, each with a capacity of 1,500 m³ (400,000 US gallons), providing a total retention time of 32 hours. An automatic sampler cuts a representative sample, upstream of the leach circuit. Sodium cyanide is added to tanks 1 and 3 to maintain a cyanide concentration of 400 ppm, while the slurry alkalinity is regulated to pH 11.0 by adding pebble lime to the rod mill feed conveyor and lime slurry to tanks 2 and 3. Compressed air is injected into all four leach tanks, and oxygen is sparged into tanks 1, 2 and 3 during the summer months to enhance recovery.

 

17.4.5 Carbon-in-Pulp Adsorption and Elution

 

The Carbon-in-Pulp (CIP) circuit comprises six (6) tanks arranged in series, with each tank providing approximately one (1) hour of retention time. Activated carbon is moved counter-current to the pulp flow, with fresh carbon added to the sixth tank and removed from the first. Carbon density is maintained between 20 to 30 g/t in each CIL tank. The dissolved gold is adsorbed onto the activated carbon particles. The loaded carbon, grading between 3,000 and 6,000 g/t Au, is then transferred from CIP tank No.1 over a vibrating screen into an acid-wash vessel. The screen undersize flows by gravity back to the first CIP tank. The CIP outflow passes over a safety carbon screen, the screen underflow is pumped into the CCD tailing wash circuit.

 

The loaded carbon is washed with a nominal 3% hydrochloric acid to remove soluble deposits, followed by four rinses with fresh water to neutralize it. The washed carbon then flows by gravity into a 5-tonne stainless steel elution/stripping column. Gold elution is performed using a hot barren solution containing 1% sodium cyanide and 2% sodium hydroxide, heated to 145ºC (293ºF) and at a pressure of 345 kPa (50 psi) for about 8 hours (conventional pressurized Zadra technique). The entire batch cycle, including loading and unloading, takes around 12 hours. The recovered loaded solution is stored in a 122,000-litre (32,000 US gallon) surge tank (4.5 m diameter × 7.7 m high) before being sent to the electrowinning process.

 

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17.4.6 Electrowinning and Refining

 

Electrowinning is conducted in three 1.42 m3 parallel cells, each equipped with six stainless steel 0.8 m2 wool cathodes. Each cell operates at a current of 500 amps. The solution is recirculated through the cells until it reaches a barren concentration of less than 1.0 g/t (0.03 oz/T). The cathodes are periodically removed, washed with high-pressure water to remove sludge, and then pressure filtered. After cleaning, the stripped cathodes are returned to the cells. The barren strip solution is stored in a 4.5 m diameter × 7.7 m high surge tank for reuse in the elution process. The recovered filter cake is dried, mixed with flux reagents, and melted in a single-pour, gas-fired furnace at approximately 1100°C (1950°F) to produce doré bars weighing around 1,000 ounces. Doré bars average 90% gold and 9% silver with the remainder being impurities.

 

17.4.7 Carbon Reactivation

 

The carbon is thermally reactivated in a single 250 kg/h vertical gas kiln operating at a nominal temperature of 700°C (1300°F). The reactivated carbon then drops into the quench tank, which also functions as the carbon conditioning tank, from where it is pumped back into the CIP circuit via a 900 mm x 1,800 mm vibrating screen over CIP tank No. 6. Fresh carbon is also added to this quench tank. Carbon fines are recovered in bags, dewatered and routinely shipped for secondary processing and value recovery of the contained gold offsite.

 

17.4.8 Tailings Treatment, Thickening and Deposition

 

The CIP tailings, which flow by gravity from the 5' x 12' vibrating safety screen, are washed in a counter-current fashion using two 16 m diameter high-capacity thickeners connected in series. With a wash ratio of approximately 0.9:1, around 72% of the cyanide in the CIP tailings is recovered and recycled. The overflow from the first-stage thickener is pumped to the process water storage tank for reuse in the grinding circuit. The underflow, containing 50% solids and less than 90 ppm cyanide, is pumped to a single-stage, agitated, 6.1 m diameter x 7.0 m detox reactor tank, where the remaining cyanide is detoxified using copper sulfate, SO2 and air. The designed retention time in the reactor vessel is about one hour.

 

The treated tailings are then pumped several kilometers through a double-walled 254 mm HDPE pipeline to the tailings thickening building, where the water content is further reduced to 66–68% solids prior to deposition in the tailing’s facility. Thickener overflow reports by gravity through an open ditch to the reclaim water pond for reuse in processing.

 

Tailings thickener underflow, averaging 65 to 70 wt.% solids during the summer and 60 to 65wt.% solids in the winter, is pumped to the designated discharge location to raise the TSF stack according to the deposition plan.

 

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17.5 Reagents and Consumables

 

A summary of the reagents and consumables used in the Musselwhite processing plant is provided in Table 17.2.

 

Table 17.2 – Reagents and Consumables by Processing Area

 

Description Chemical Formula Process Area
Pebble Lime CaO Grinding
3” Grinding Rods - Grinding
2.5” Grinding Balls - Grinding
Lead Nitrate Pb (NO3)2 Grinding
Flocculant - Grinding
Pulverized Lime CaO

Leaching

Tailings

Oxygen O2 Leaching
Sodium Cyanide NaCN Leaching
Carbon C CIP
Hydrochloric Acid HCL CIP
Sodium Hydroxide (Caustic) NaOH CIP
Scale Inhibitors - CIP
Copper Sulfate CuSO₄ Tailings
Sulphur Dioxide SO2 Tailings
Flocculant -

Grinding

Tailings

Borax Na₂B₄O₇·10H₂O Refinery
Calcium Fluoride (Fluorspar) CaF₂ Refinery
Lead Oxide (Litharge)   Refinery
Sodium Nitrate (Niter) NaNO3 Refinery
Silica (Silicon Dioxide) SiO2 Refinery

 

17.5.1 Comminution, Extraction and Tailings

 

17.5.1.1 Calcium Oxide (Lime)

 

Pebble lime is added directly to the rod mill via the in-feed conveyor to optimize process acidity. Pulverized lime is slaked onsite and added as a slurry to the leach tanks and CCD thickener washing circuit to help neutralize tailings and post cyanide detoxification.

 

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Calcium oxide (lime) poses several workplace hazards due to its highly caustic nature. Skin and eye contact can cause severe irritation or chemical burns, and inhalation of lime dust can lead to respiratory irritation or chronic lung conditions. Lime also reacts with moisture, releasing heat, which can cause burns and intensify respiratory issues.

 

Lime is pneumatically off-loaded from tanker trucks into a 50-tonne (55-ton) storage silo.

 

17.5.1.2 Lead Nitrate

 

Lead nitrate is added to the cyanide leaching solution to enhance the dissolution of gold during cyanidation. It accelerates the gold leaching reaction by reducing the passivation of the gold surface, which can occur due to the formation of sulfide layers that hinder cyanide's ability to access the gold.

 

Lead nitrate poses significant workplace hazards due to its toxicity. Lead is a designated substance in the province of Ontario requiring a specific hazard control program which is well established at Musselwhite. Inhalation of dust or fumes can lead to lead poisoning, causing serious health issues such as neurological damage, respiratory problems, and kidney damage. Skin and eye contact with lead nitrate can cause irritation and contribute to lead absorption through the skin. Prolonged exposure may result in chronic lead poisoning, with symptoms like fatigue, headaches, and abdominal pain.

 

17.5.1.3 Flocculant

 

Magnafloc 351 is a non-combustible granular powder flocculant, a copolymer of sodium acrylate and acrylamide and is utilized in the tailings treatment process to aggregate fine particles for easier removal from water.

 

As a granular powder, it can cause respiratory irritation if inhaled and may irritate the skin or eyes upon contact.

 

Flocculating agents come in 25 kg (55 lb) bags. They are prepared at a 1% concentration in water mixing tanks and diluted to 0.1% in day tanks for distribution at addition points using positive displacement pumps.

 

17.5.1.4 Oxygen

 

Oxygen is added to the leach tanks to optimize the gold leaching process by accelerating the dissolution of gold into the cyanide solution. It plays a key role in oxidizing the gold, which allows cyanide to more effectively form gold-cyanide complexes, leading to faster and more efficient extraction.

 

Oxygen is highly reactive and can significantly increase the risk of fire or explosion if it encounters flammable materials.

 

Oxygen is delivered by tanker truck and stored in a 1 tonne (1 t) capacity tank.

 

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17.5.1.5 Sodium Cyanide

 

Sodium cyanide is in cyanide leaching. It dissolves gold from the ore by forming a gold-cyanide complex, which can then be separated from the surrounding materials. This process, known as cyanidation, allows for the efficient recovery of gold from low-grade ore.

 

Workplace hazards associated with sodium cyanide primarily involve its potential to release highly toxic hydrogen cyanide gas when exposed to moisture or acids, posing serious risks of poisoning through inhalation, skin contact, or ingestion. Sodium cyanide is also highly toxic if mishandled, and exposure can lead to symptoms such as dizziness, headache, nausea, and, in severe cases, respiratory failure or death.

 

Sodium cyanide is received as solid white briquettes in reusable 1,350 kg (3,000 lb) totes. It is mixed with water to form an aqueous solution and delivered to addition points by metering pumps. In solid form, cyanide is not combustible. However, in contact with moisture or acids, it releases highly flammable hydrogen cyanide gas. Hydrogen cyanide is a flammable liquid whose vapor forms an explosive mixture with air over a wide range.

 

17.5.1.6 Carbon

 

Carbon is used in the Carbon-in-Pulp (CIP) circuit. In this process, activated carbon is used to adsorb dissolved gold from the leach solution. The system consists of a series of tanks where fresh carbon is introduced to capture gold, after which the carbon undergoes acid washing, elution, and high-temperature reactivation. The reactivated carbon is then reused in the CIP circuit to enhance gold recovery. The carbon used in the process is derived from coked coconut shells.

 

Activated carbon can cause respiratory irritation from inhaling carbon dust, as well as skin and eye irritation from direct contact. Prolonged exposure to carbon dust can lead to more serious respiratory issues. Additionally, activated carbon is combustible and may pose a fire risk, particularly when exposed to heat, sparks, or volatile compounds.

 

Carbon is received in 750 kg sacs.

 

17.5.1.7 Hydrochloric Acid

 

Hydrochloric acid (HCl) at the Musselwhite Mine is used in the acid-washing stage to dissolve and remove any mineral deposits, such as calcium or other contaminants, that might have built up on the carbon. This ensures the carbon remains active for re-use in gold recovery operations, helping to maintain efficiency in the extraction process and reducing costs.

 

HCl is highly corrosive. It can cause severe burns upon contact with skin or eyes, and inhaling its fumes can lead to serious respiratory irritation and damage. Ingesting HCl is extremely dangerous and can cause severe internal injuries.

 

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Hydrochloric acid is delivered in bulk as a concentrated 31% solution by truck and stored in a dedicated tank. It is distributed at full strength using positive displacement metering pumps. Hydrochloric acid itself is not combustible but can produce hydrogen gas upon contact with certain metals, which may form explosive mixtures with air.

 

17.5.1.8 Sodium Hydroxide

 

Sodium hydroxide (NaOH) is during the elution process, where it helps to strip gold from activated carbon after adsorption. It is also used to maintain the required alkaline conditions, preventing the formation of toxic hydrogen cyanide gas. Sodium hydroxide ensures that the pH levels remain high, making the extraction process safer and more efficient.

 

Sodium hydroxide is highly corrosive. It can cause severe chemical burns if it contacts the skin or eyes, and inhalation of dust or mist can lead to respiratory irritation. Ingesting sodium hydroxide is extremely dangerous and can cause serious internal injuries.

 

Sodium hydroxide (caustic soda) is received as dry pellets in 25 kg (55 lb) bags, which are manually dumped into a mix tank to create a 20% aqueous solution. It is distributed at full strength using positive metering pumps.

 

17.5.1.9 Scale Inhibitors

 

Scale inhibitors like organic phosphates and polymers are essential for preventing mineral scale buildup, such as calcium carbonate and gypsum, within critical equipment like pipelines, heat exchangers, and pumps. These inhibitors help maintain the efficiency of systems such as leaching and grinding circuits, where water interacts with ore during gold extraction. By reducing the formation of scale, the inhibitors ensure smoother operation, lower maintenance costs, and extend the lifespan of processing equipment, ultimately improving plant performance and reliability.

 

Scale inhibitors, particularly those containing organic phosphates or polymers, pose several workplace hazards. These chemicals are typically classified as flammable or combustible, with flashpoints between 55°C and 75°C. Workers handling these substances can be exposed to risks of skin and eye irritation, respiratory issues if inhaled, and potential fire hazards due to their flammability.

 

They are supplied in 200 L (55 US gallon) steel drums.

 

17.5.1.10 Copper Sulfate

 

Copper sulfate is used as a catalyst in the cyanide detoxification of mill tailings. The treatment reduces cyanide levels to acceptable limits before the tailings are transported and deposited into the tailings storage facility, significantly reducing the potential environmental hazards associated with cyanide.

 

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Copper sulfate poses several workplace hazards due to its toxicity and corrosive nature. Skin or eye contact with copper sulfate can cause irritation or burns, while inhalation of its dust can lead to respiratory issues. Ingestion is particularly dangerous, potentially causing nausea, vomiting, and even organ damage. Copper sulfate is not combustible.

 

Copper sulfate pentahydrate is supplied in 25 kg (55 lb) bags, mixed with fresh water to form a 5% solution, and pumped to the tailing treatment circuit using metering pumps.

 

17.5.1.11 Sulfur Dioxide

 

Sulfur dioxide (SO₂) is also used at the Musselwhite Mine in the cyanide detoxification process, to treat cyanide-containing tailings before discharge.

 

SO₂ is a highly toxic, colorless gas that can be stored as a liquid at temperatures below -10°C. It is non-combustible and will extinguish fire. Inhalation of SO₂ gas can cause severe respiratory irritation, coughing, shortness of breath, and in high concentrations, respiratory failure. Skin or eye contact with the gas or liquid form can result in burns or irritation.

 

Sodium metabisulfite was used as an alternative to SO2 when the supply was limited. It was received in 1,000 kg (2,200 lb) bags and mixed into a 15% solution. Sodium metabisulfite is non-combustible in solid form but is corrosive to animal tissue. In contact with moisture, it can generate heat, potentially igniting surrounding combustible materials.

 

17.5.2 Doré Refining

 

Several chemicals are used in the doré refining process to facilitate this pyrometallurgical process and remove impurities prior to product shipment.

 

17.5.2.1 Borax

 

Borax is typically used as a flux during the refinery process. It helps remove impurities from the gold and lowers the melting point of the ore, making it easier to extract and refine the metal. This improves the efficiency of gold recovery and results in a purer final product.

 

Despite its benefits, borax can pose workplace hazards. Inhalation or skin contact with high concentrations of borax may lead to respiratory issues or skin irritation. To minimize risks, workers should use protective equipment, ensure proper ventilation, and handle borax in controlled conditions.

 

17.5.2.2 Calcium Fluoride

 

Calcium fluoride is used as a flux in the refinery process, alongside other flux materials such as borax, litharge, and silica, to aid in the removal of impurities and lower the melting point during the refining of gold.

 

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Calcium fluoride, or fluorspar, poses workplace hazards primarily due to its dust form. Inhalation of calcium fluoride dust can cause respiratory irritation and, with prolonged exposure, may lead to lung conditions such as pneumoconiosis. Skin and eye contact with the dust can result in irritation or dermatitis, and ingestion in large quantities may cause fluoride poisoning, leading to symptoms like nausea and vomiting. Long-term excessive exposure to fluoride can also result in fluorosis, affecting bones and teeth.

 

17.5.2.3 Litharge

 

Litharge is used as one of the fluxes in the refinery process.

 

Litharge poses significant workplace hazards, primarily due to its toxicity. Inhalation of litharge dust can lead to lead poisoning, causing severe health issues such as neurological damage, respiratory problems, and kidney damage. Prolonged exposure can result in chronic lead poisoning, with symptoms including fatigue, headaches, and abdominal pain. Skin and eye contact with litharge can also cause irritation.

 

17.5.2.4 Niter

 

Niter is used as one of the fluxes used in the gold refinery process. It is combined with other flux materials such as borax, litharge, silica, and fluorspar. These fluxes help in removing impurities during the high-temperature refinery process to refine gold. Niter is specifically used as an oxidizing agent in this context to assist in the purification of molten metals.

 

Niter can cause respiratory irritation if inhaled, skin and eye irritation upon contact, and it can be a fire hazard when exposed to heat or flammable materials due to its strong oxidizing properties.

 

17.5.2.5 Silica

 

Silica is one of the fluxes used in the refining process. Alongside other materials like borax and fluorspar, silica is not considered combustible and is essential for aiding in the removal of impurities during refining. This material plays a role in improving the efficiency and quality of the gold extraction process by helping to bind impurities for easier removal​.

 

Silica (SiO₂), particularly in its respirable crystalline form, poses significant workplace hazards, primarily through inhalation of fine dust generated during mining and processing. Prolonged exposure can lead to serious health issues such as silicosis, lung cancer, and other respiratory diseases.

 

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17.6 Utilities and Services

 

17.6.1 Assay Laboratory

 

Production samples for ore control, processing operations and production reporting are prepared and analyzed onsite at the Assay Laboratory, which is equipped and staffed to provide fire and wet chemical assay.

 

17.6.2 Water

 

Water is used extensively in ore processing for activities such as grinding, leaching, and thickening. The Musselwhite mill operates at a very high water recycle rate, employing a comprehensive water management system that includes a network of pipelines, pumps, and storage tanks to facilitate the supply and circulation of process water.

 

17.6.2.1 Potable Water

 

Potable water in the gold processing plant is essential for ensuring the health and safety of plant personnel and supporting various domestic and sanitary needs within the facility. The potable water distribution network supplies water to key areas such as offices, cafeterias, change houses, first aid stations, and emergency facilities.

 

17.6.2.2 Fire Water

 

The fire protection reticulation system consists of an 850 m (2,788 ft) long fire reticulation main installed around the mill site, with 250 mm (10 in) DR11 HDPE piping and 150 mm (6 in) lead-in pipe connections to various surface buildings. The loop is fed via a 350 m (1,146 ft) length of 350 mm (12 in) diameter DR11 HDPE pipe from the pump house. Pipe is buried relatively shallow, varying from 1.2 m (4 ft) to 2.7 m (9 ft) due to the natural water table. Automatic fire sprinkler protection is installed throughout the crusher, assay laboratory, and areas of combustibility within the mill, including the reclaim conveyor gallery, conveyor transfer towers. and mill lubrication systems.

 

17.6.2.3 Process Water

 

Process water is used extensively for various mineral processing operations, such as grinding, leaching, and tailings management. The process water is distributed throughout the plant via a network of pipelines, pumps, and storage tanks, ensuring a consistent supply to various circuits.

 

Over 90% of the process water demand at the mill is recycled from the pre-leach thickener, CCD circuit and supernatant fluid from the Tailings Storage Facility (TSF). The mill's daily water consumption is about 2,000 m³ (528,344 US gallons), of which only 10 m³ (2,642 US gallons), or 0.5%, consists of fresh water.

 

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17.6.3 Air

 

The Musselwhite Mill is equipped with two (2) independent compressed air systems: one dedicated to the mine and the other to the mill. In addition, there are several standalone compressors located in remote areas. An overview of the mill compressors is shown in Table 17.3.

 

Table 17.3 – Summary of Mill Air Compressors

 

Location HP CFM Number (Required) Application
Mill Building 200 UNK 3 (2) Mill
Mill Building 75 UNK 2 (1) Instrument
Mill Building 15 UNK 1 Mill Clutches
Mill Building 15 UNK 1 SO2 Padding
Tailings Thickener 20 UNK 1 Thickener

 

17.6.4 Electrical

 

Mill power is supplied by the site electrical system, as described in Section 18. Emergency backup power capacity includes critical process equipment, including leach and CIP tank agitators and tailings pumps.

 

Life-of-Mine plant power demand for processing is estimated at 19.8 kWh/t, with a fixed load of approximately 1.5 MW.

 

17.7 Plant Capacity, Historical Performance, and Life-of-Mine Production Plan

 

The Musselwhite mill operates 24 hours per day for 365 days per year. Milling rate and plant utilization have been historically high and are currently limited by underground mine production. Plant capacity was determined from historical plant performance combined with a reasonable expectation of performance for this facility, which is summarized and compared with historical performance in Table 17.4. Note that 2021 was the first full year of mill operation, over the past five (5) years, following the underground conveyor fire in 2019, subsequent restoration of operations in 2019 and 2020 and the COVID-19 pandemic in 2020.

 

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Table 17.4 – Summary of Musselwhite Mill Capacity and Recent Operational Data

 

KPI Units Capacity 2021 2022 2023
Throughput Mtpa 1.459 0.923 1.042 1.028
Utilization % 90 66 71 72
Milling Rate t/h 185 160 168 164
Head Grade g/t, Au - 5.34 5.40 5.70
Solution Loss g/t, Au - 0.012 0.011 0.009
Recovery % - 96.1 95.7 95.7
Production oz - 152,251 173,317 180,418

 

The life of mine production plan is summarized in Table 17.5. The existing mill will continue to process mined ore, as per this plan, without modification. Plant equipment and infrastructure were observed to be in good order and actively maintained when visited and toured in September 2024.

 

Table 17.5 – Summary of Musselwhite Mill Life-of-Mine Production Plan

 

KPI Units 2024 2025 2026 2027 2028 2029 2030 Avg.
Throughput Mtpa 1.04 1.07 1.07 1.07 1.07 0.94 1.10 1.05
Utilization % 71.8 74.0 74.2 74.2 73.8 64.8 75.8 72.7
Milling Rate t/h 165 165 165 165 165 165 165 165
Grade g/t, Au 5.94 6.09 6.87 5.83 7.40 6.10 5.36 6.23
Recovery % 95.9 95.9 96.1 95.9 96.1 95.9 95.9 96.0
Production koz, Au 191 201 228 193 245 176 181 202

 

 

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18 PROJECT INFRASTRUCTURE

 

18.1 Existing Project Infrastructure

 

The Musselwhite Mine has been in production since 1997 and has the necessary infrastructure required to support the current underground mining operation. This includes, but is not limited to, process plant, laboratory, airstrip, fuel storage, chemical storage, power supply, water supply, tailings storage facility, camp, waste facility, and all the necessary offices, warehouses, and workshops to sustain the current operation.

 

Figure 18.1 shows all existing infrastructure and locations of the plant and mine and Figure 18.2 provides an aerial view Project infrastructure.

 

Figure 18.1 – Existing Project Infrastructure

 

Source: Newmont, 2024

 

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Figure 18.2 – Aerial View of the Project

 

Source: Newmont, 2024

 

18.2 Road and Access Road

 

The operation is approximately 500 kilometers north of Thunder Bay and is accessible by road via Ontario highway ON-17 and ON-599N.

 

Road access to the site is via two (2) gates, both of which are locked at night. The site is monitored by a closed-circuit television (CCTV) camera monitoring system.

 

18.3 Airstrip

 

Musselwhite Mine features a fully operational airstrip that facilitates fly-in, fly-out personnel transfers through charter flights to and from Thunder Bay regional airport.

 

A private all-weather unsealed airstrip is established at site and can accommodate turbo propelled aircraft with a capacity of 40 passengers. The airstrip averages about 10 flights/week (generally over a Tuesday through Friday period). Chartered flights typically comprise De Havilland Dash 8 (48 seats) and 9-seat single-engine Pilatus (PC12) aircraft.

 

18.4 Tailings Storage Facility

 

The Tailings Storage Facility (TSF) is located about 2 km southwest of the mill complex, north of Zeemel Lake and southeast of Wilberforce Pond (Figure 18.3). The TSF was constructed in 1996 to provide containment for conventional slurry deposited tailings by a combination of natural topography and seven zoned perimeter earth fill embankment dams with low permeability cores. The TSF was initially designed to store conventional tailings slurry (~50% solids content by weight)

 

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with plans for a water cover at closure. In 2010, a tailings thickener was added to increase the solids content (~65% to 68% solids content by weight) and convert the TSF to a thickened tailings stack.

 

Figure 18.3 – General Arrangement of Tailings Storage Facility and Water Management

 

 

Source: Piteau, 2023 (2018 Air photo)

 

A thickened tailings discharge dyke was constructed upstream of the perimeter TSF embankment dams along the south, west and northern portion of the TSF stack to provide containment and a base for thickened tailings stack. The tailings discharge dyke has since been regularly raised using the upstream construction method to a current elevation of approximately 326 masl (Figure 18.4). The tailings discharge dyke has been permitted to be raised to a maximum elevation of 342 masl. The TSF dams have a hazard classification of low to significant.

 

A Separation Dyke was constructed to partition the original TSF into a west cell for tailings deposition and an east cell for water management. The Separation Dyke is approximately 700 m long. Thickened tailings are discharged from the Thickened Tailings Discharge Dyke through a series of spigots (approximately 20) located on elevated wooden trestles.

 

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Figure 18.4 – Thickened Tailings Deposition Dyke Raises – 2010 to 2023

 

Source: Newmont, 2023

 

Water from the active western portion of the TSF flows through the Separation Dyke Culvert into the east cell of the TSF. Excess water from the east cell of the TSF is pumped to the Mill for reuse in the process and to the Upper Polishing Pond and then conveyed via gravity to the Lower Polishing Pond through the Polishing Pond Access Road culvert. Any water released from the TSF through the Emergency Spillway would also report to the Upper Polishing Pond and on to the Polishing Pond via the access road culvert. Spill containment measures for the tailings pipeline are provided by the East and West Spill Collection Ponds.

 

A Seepage Collection Pond (SCP) is located downgradient of the south-east portion of the TSF, and a groundwater seepage interception system has been in operation since approximately 2010 (Piteau, 2023) to protect Zeemel Lake, which is a high value fish habitat. Both the SCP and groundwater interception system are pumped to the TSF Pond from where it is either recycled back to the mill or pumped to the Upper Polishing Pond. Further discussion of water management is presented in Section 20 of the Report.

 

18.4.1 Dam Raising And Storage Capacity

 

The Engineer of Record (EoR) has estimated the remaining capacity in the TSF (as of late 2023), assuming a maximum tailings discharge elevation of 342 m at the west side of the TSF, to be approximately 12.8 Mm³ (ITRB, 2023). The current life-of-mine plan will require approximately 7.3 Mm³ of tailings disposal capacity through the end of 2033. These available storage capacity

 

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estimates are based on the assumption that the deposited tailings are developed as planar slopes of 1% to 2% at a 4000 tpd production rate.

 

Surveys of the TSF geometry indicate that the TSF stack is developing slightly concave slopes. It is understood that the existing tailings deposition strategy warrants further optimization to improve depositional control and reduce the erosive channeling of flow which has the potential to transport tailings all the way to the Separation Dyke, rather than flowing to the design configuration. Options under consideration for improving tailings depositional efficiency and minimizing channeled flow include incorporating energy dissipation elements at the tailings discharge points, depositing from multiple spigot points at a time, and incorporating “training berms” on the tailings surface to facilitate improved control of where deposited tailings flow and accumulate.

 

18.4.2 Tsf engineering oversight

 

The TSF has a high level of design and operational oversight including a dedicated EoR and Deputy EoR. The Site has a dedicated Responsible Tailings Facility Person (RTFP) and deputy RTFP who perform regular inspections of the TSF, monitor the TSF instrumentation and communicate regularly with the EoR. The site also engages an Independent Tailings Review Board (ITRB) that was established in 2019 to provide independent assessment to senior management, corporate representatives, local First Nations technical representatives, and regulators, if applicable, as to whether the TSF is designed, constructed and operated appropriately, safely and effectively. The ITRB provides non-binding advice and recommendations so that the design engineer, the EoR and the owner maintain full responsibility and authority for the design and operation of the TSF.

 

The ITRB mandate includes oversight of the TSF and associated water management including the SCP, groundwater interception system, Polish Pond and treatment wetland performance.

 

The site has been responsive to ITRB recommendations and is advancing relevant studies, models and field trials to address stated concerns and identified risks. The ITRB has been active in evaluating the stability and modelling of TSF and has worked with the EoR to develop monitoring and construction protocols that mitigate risks associated with the generation of excess porewater pressure. The ITRB is in agreement with the EoR and RTFP that the TSF and related water management structures are performing consistent with the design and operated in a responsible manner (ITRB, 2023).

 

The site is a member of MAC, an active participant in the OMA and shares best practices and lessons learned from other mines with similar challenges.

 

18.4.3 instrumentation and monitoring

 

The TSF has an extensive array of instrumentation including standpipes, Vibrating Wire Piezometers (VWPs) and inclinometers. This instrumentation is supplemented by additional CPT data which is used to calibrate deformation and stability modelling and the development of Trigger Action

 

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Response Plans (TARP). Musselwhite employs technology and data management software that require a high level of engagement and oversight (i.e., dedicated staff to maintain). Instrumentation is read/downloaded regularly by the RTFP and viewed by the EoR (WSP, 2023). The monitoring data is also reviewed by the ITRB to provide additional insight and inform recommendations for additional study and modelling inputs.

 

Shallow VWPs have been installed in the thickened tailings stack to monitor for potential excess porewater pressure generation during dyke raise construction and mitigate associated risks.

 

18.4.4 Dam Safety And Tsf Geotechnical Performance

 

The EoR and the RTFP consider that the TSF is performing consistent with the geotechnical, civil and hydrologic design expectations. Based on the information presented at the latest ITRB review (ITRB, 2024) the ITRB agreed with this assessment with the provision that observed erosion gullies on the downstream face of the discharge dykes are an exception and processes are to be implemented to further mitigate this type of erosion.

 

The preliminary results of the static deformation model provide useful information for assessing the performance of the TSF and the need for buttressing the toes of the discharge dykes. The height of the phreatic surface is shown to be critical to the performance of the TSF, with a higher phreatic surface increasing the likelihood of triggering static liquefaction and failure of a dyke. The ITRB recommends (ITRB, 2024):

 

· Review of the location, number and availability of the vibrating wire piezometers within the discharge dykes and assess if sufficient instruments are available to be used as a critical control for phreatic surface elevation

 

· Assess options that could be constructed to control the level of the phreatic surface within the tailings. Options could include granular drains (French Drains), drain tubes, and granular blanket drains. Drainage measures would be more effective if implemented as low as possible within the tailings mass.

 

It is noted that while a lower phreatic surface increases geotechnical stability, it would result in more unsaturated tailings which exposes more tailings to oxidation. Studies are ongoing to determine an appropriate balance for optimal TSF geotechnical and geochemical performance.

 

The current method of tailings deposition has a number of shortcomings, such as concentrated erosion gullies that form at the point of tailings discharge and prevent tailings from depositing high on the beach, resulting in a concave beach profile. The ITRB has made several recommendations that may improve tailings deposition performance including running the thickener to achieve maximum possible slurry density, operating two discharge points at a time, and incorporating energy dissipation measures and splash pads at the discharge point to absorb energy from the elevated pipes.

 

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18.4.5 Environmental performance

 

The tailings are potentially acid generating (PAG) and, where exposed at the inactive area, have gone acidic at the surface in less than 10 years. However, the MIN3P modelling indicates the tailings may have enough carbonate minerals (NP) to neutralize acid in the saturated tailings and maintain neutral pH in seepage for hundreds of years (Ecometrix, 2023).

 

Oxidation of the tailings and release of acidity and contaminants of potential concern (CoPCs) is controlled by the diffusion of oxygen at the facility scale and the particle scale. Neutralization of acidity is an important factor in the source loadings, even though the tailings are classified as PAG.

 

During operations, high moisture content and alkalinity in the process water can mitigate acid generation. After closure, PAG tailings are likely to develop acidic runoff and seepage after some lag period, but carbonate minerals in the saturated lower portion of the tailings can potentially provide sufficient neutralization to maintain circumneutral drainage.

 

To date, the TSF has been performing well and runoff and seepage collected in the TSF Pond is suitable for discharge to the Polishing Pond and ultimately to the treatment wetland for additional polishing before discharge at the final point of compliance.

 

Geochemical modelling of the TSF geochemical performance is ongoing and indicates that the Neutralization Potential (NP) from carbonate minerals in unsaturated tailings is likely to be consumed post-closure, but carbonate NP in saturated tailings in the lower half of the TSF is likely sufficient to maintain circum-neutral seepage for the foreseeable future after closure (Ecometrix, 2023). However, the possibility of carbonate mineral depletion and acidic seepage with high concentrations of metals cannot be ruled out. Runoff from bare tailings was assessed as a base-case scenario. This scenario was evaluated only as an aid to understanding the geochemical processes in the tailings, as establishment of vegetation will be required at closure. The modelling of the bare tailings closure scenario suggest that active water treatment would likely be required if the TSF was closed with an exposed tailings surface.

 

The model forecasts were sensitive to profiles of moisture content and hence oxygen diffusion and sulfide oxidation rates, particularly for the possibility of high moisture saturations in the tailings. Simulation of the tailings covered with either of two (2) alternative cover designs (multi-layer cover or engineered water shedding cover), incorporating either a silty layer or an HDPE liner, yielded substantially improved porewater quality in the tailings with at least an order of magnitude lower concentrations and mass loads than the Base Case. These alternate cover designs greatly reduced oxygen diffusion due to high moisture contents in the cover and, in the case of the HDPE liner, low permeability (Ecometrix, 2023). The evaluation of optimal closure cover design is ongoing, but studies to date indicate that incorporation of a robust oxygen diffusion barrier significantly improves long-term TSF performance.

 

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The 2018 Closure Plan describes the potential for adding sulfide flotation to the tailings flowsheet, but it has not been implemented. The ITRB has suggested that the case for tailings desulfurization be reconsidered (ITRB, 2024).

 

18.4.5.1 Groundwater Contamination and Mitigation

 

Seepage from the TSF into groundwater was identified shortly after the operation of the TSF began. A plume of contaminated groundwater was noted to be heading towards Zeemel Lake. It is believed that this seepage does not originate from any one location in the TSF but is widespread over the bottom of the original TSF (Piteau, 2023).

 

In 2010, Musselwhite commissioned a groundwater interception system as part of a plan to halt the migration of the seepage plume downstream of the TSF (referred to as the Western Seep). The system, which consists of seven (7) pump wells is currently pumping about 20,000 m³ of groundwater per month back into the TSF. During the winter period, the rate of pumping is reduced due to low groundwater flow and to maintain an optimal water balance within the TSF. The pumped groundwater is discharged upstream of Dam A. A vast array of monitoring wells is used to capture data related to the plume and track progression.

 

Water is most likely leaking through the entire footprint of the TSF with varying intensity, but the groundwater monitoring data suggests general zones of concentrated leakage, along the southern side of the TSF. A second concentrated seep path, referred to as the Eastern Seep, flows towards the SCP in a bedrock channel and then on towards the Paseminon River (Piteau, 2023). The Eastern Seep continues to be monitored, and studies are ongoing to determine if any additional mitigations will be required at closure.

 

18.5 Open Pits

 

A small open pit was mined during 1996 – 1997, and a second open pit was mined out in 2004. These pits are both located approximately 1 to 2 km south of the mine site (Piteau, 2023). It is estimated that a total of 2.5 million tonnes of unprocessed, uneconomic rock has been excavated from the open pits. The open pit rock exhibits virtually no potential to generate acid drainage. Therefore, the rock from the open pit stockpile can be used for construction purposes on surface. It is estimated that approximately 2.19 million tonnes of non-acid generating (NAG) rock remain on surface adjacent to the open pit that will be recontoured and covered with topsoil and seeded (Newmont, 2024).

 

The open pit is passively filling and has stabilized without surface discharge. The open pit water quality is not problematic and suitable for discharge to the environment. Monitoring indicates that there is little to no open pit water seeping into groundwater. The quality of pit water and seepage/runoff from surrounding waste rock is monitored and is not anticipated to present geochemical issues. The mine has a permit to take water for the open pit.

 

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If tailings desulfurization is added to the process flowsheet, the sulfide flotation concentrate would be stored underwater in the open pit. This management strategy is described in the 2018 Closure Plan (SNC-Lavalin, 2018).

 

18.6 Camp and Accommodations –Village

 

The Musselwhite Mine site includes a residential village to support the operational workforce. The village facilities recently upgraded bunkhouse buildings as depicted in Figure 18.5. Additionally, there are two (2) supplementary bunkhouses with a combined capacity of 96 bedrooms that are utilized to accommodate Project-related personnel and peak occupancy periods.

 

The main village area encompasses a recreation building with sports amenities, a kitchen and dining facility, medical services, and the site's airport. The village also includes various administrative offices and support facilities necessary for sustaining the mining operations.

 

Figure 18.5 – Existing Musselwhite Village – Aerial View

 

Source: Newmont, 2022

 

18.7 Communication

 

A fibre optic link provides internet access and VOIP phone connectivity to the Musselwhite Mine and connects all facilities to the offices outside the mine site. Where the use of fibre optic is not feasible, voice and data communications are facilitated through radio and wireless backbone systems.

 

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Additionally, a cellular network is available at Musselwhite site.

 

In the event of disruptions to the fibre optic service, satellite phones, satellite internet and copper lines serve as emergency backup communication options.

 

18.8 Site Water Management

 

Additional details on water management are provided in Section 20 of the Report.

 

18.9 Electrical Power

 

The Wataynikaneyap Project, a power grid expansion linking 17 remote communities in Northern Ontario includes infrastructure that expanded the power capacity line serving Musselwhite Mine (completed July 2023). This infrastructure project increased the maximum site capacity from 19,500 kW to 23,000 kW, enabling Musselwhite Mine to run completely independent of the existing generators on-site. The generators are now kept only to provide redundancy/back-up power when needed. There is sufficient power supplied to site to support the LoM plan and accommodate increasing ventilation requirements during plan execution.

 

Electrical power is provided from the provincial power grid via a 115 kV overhead, wooden pole mounted transmission line from the Hydro One Crow River substation at Pickle Lake, over a distance of 187.5 km.

 

This powerline feeds two onsite substations; the Main Sub and the Esker Sub. The 115 kV main transmission powerline (three (3) conductors + static protection) is owned by the site and Wildon Wiring is the appointed specialized maintenance contractor. Annual inspections and maintenance continue on this powerline. Helicopter inspection is done annually. The powerline is oversized by design, and able to carry much more current than required. It is also designed for higher voltage, if necessary (up to 240 kV). However, the existing powerline experiences occasional blackouts caused by lightning strikes and tree contact.

 

Due to the length of the Musselwhite 115 kV transmission line (187.5 km), a static VAR compensator system is required on the primary side of each of the main two substations to regulate power factor. In 2013, a redundant ABB SVC-Q system was commissioned at the Esker Substation known as SVC-1 and SVC-2, each rated at 30 MVAR. The old SVC at the Main Musselwhite substation was replaced with a StatCom version.

 

The 115 kV transmission line can be isolated by installed SF6 breakers at each end: Pickle Lake and Musselwhite / Esker subs respectively. There are two SF6-filled circuit switchers isolating ET1 and ET1 at Esker substation. There are three (3) SF6 breakers for SVC1, SVC2, and the starting reactor.

 

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Surface transformers are typical oil-filled type. Underground transformers are all skid-mounted, dry-type, mine units, except for small, encapsulated units used to generate low voltage (lighting, 120 outlets, etc.). Larger oil-filled units are equipped with oil temperature, oil level, winding temperature and gas accumulation/pressure protective devices. Spare transformers are also available. The 4,160 V and 13.8kV power is distributed radially from the two main substations to various load centers using a high resistance grounded system.

 

Fixed speed motor loads of 200 kW and above are fed at 4,160 V. Smaller motor drives and loads are fed at 600 V from outdoor unit substations and pole and pad mounted distribution transformers. The switchgear in the main substation is GE Power Vac 4 kV equipment with electronic GE Multilin F60 protection relays on modular platforms.

 

At Esker substation, three (3) 4,160 V feeders supply power to surface facilities, such as vent fans, and four 13.8 kV feeders supply underground operations from the Esker substation. Two (2) 13.8 kV feeders are routed down the old shaft and service 100 to 400 mL. The other two (2) feeders are delivered down the ventilation shafts and service areas below 400 mL and lower ore bodies.

 

18.10 Fuel Systems

 

Diesel and gasoline fuels are transported to site by tanker vehicles and stored in aboveground double-walled steel tanks. All fuel tanks are located on concrete pads.

 

 

 

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19 MARKET STUDIES AND CONTRACTS

 

19.1 Market Studies

 

Considering that Musselwhite is an operational facility producing a readily marketable commodity in the form of gold doré bars, further market studies are not deemed necessary at this time. The gold doré bars are securely transported to a refinery for subsequent processing.

 

Gold production is marketed at prevailing spot prices in the open market. The estimated costs associated with bullion transport, liability charges, and refining are derived from contractual agreements with third-party service providers.

 

19.2 Commodity Pricing

 

For the financial model base case, the following gold price projection has been adopted, as presented in Table 19.1. This price projection was derived from publicly available average long term price of gold from by 20 of the leading international banks and financial service firms.

 

Table 19.1 – Base Case Metal Pricing

 

Element Unit Financial Model
Au $US/oz 2,150

 

19.3 Contracts

 

Musselwhite Mine has established various contracts, agreements, and/or purchase orders in place for the supply of materials and services that are essential to the operation. All contracts are negotiated with vendors, each defining specific scopes, terms, and conditions. These contracts are regularly reviewed and renewed as necessary. The terms are consistent with industry standards and typical of similar agreements within Canada.

 

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20 ENVIRONMENTAL STUDIES, PERMITTING AND SOCIAL OR COMMUNITY IMPACT

 

20.1 Environmental Baseline

 

20.1.1 Geology

 

The Musselwhite Property lies in the central portion of the Weagamow-North Caribou Lake greenstone belt in the south-central part of the Sachigo Sub-province. The belt is narrow and trends roughly southeast - northwest. Near Opapimiskan Lake, the belt splits with a narrow strip trending off to the southwest while the main part of the belt continues to the southeast. Within the northern two-thirds of the belt, a thick sequence of meta-sedimentary rocks is flanked on both sides by predominantly magnesium and iron rich meta-volcanic rocks forming a large synclinal structure. Near Opapimiskan Lake, the meta-volcanic rocks are divided into the North and South Rim Volcanic sequence. In this area, the latter are comprised of Mg-rich basalts compared to the more iron-rich compositions to the north. These structures form the footwall rocks to the iron formations of Musselwhite Mine (SNC-Lavalin, 2018).

 

20.1.2 Climate

 

The climate at Musselwhite Mine is characterized by warm summers, cold winters, and moderate precipitation, which is typical of the interior of northern Ontario. Temperature, rainfall, snowpack, evaporation and wind have been monitored since 2000. January is the coldest month of the year, and July the warmest one with average temperatures of -19.1°C and 18.0°C respectively. Annual rainfall at Musselwhite ranges from 327 mm to 729 mm. The peak rainfall varied from year to year but occurred in summer between June and September (SNC-Lavalin, 2018).

 

20.1.3 Air Quality

 

The currently approved Facility Production Limit is 6,000 tonnes of ore per day, and operation of the diesel fired generators is permitted to a maximum total generating capacity of 20 megawatts to provide power to the facility. The maximum Point of Impingement (POI) concentrations for the significant contaminants were calculated based on the maximum operating scenario where all significant sources are operating simultaneously at their individual maximum rates of production. The predicted POI concentrations were compared against criteria listed in the Ministry of Environment, Conservation and Parks (MECP) publication "Air Contaminants Benchmarks List (ACB)”, dated April 2023. All the predicted POI concentrations were below the corresponding limits. At 21.8%, oxides of nitrogen (NOX) of normal operations had the highest concentration relative to the corresponding MECP ACB, for 1-hour averaging period (WSP, 2024).

 

Emergency power equipment is exempt from permitting but not the requirements of O.Reg. 419/05. Therefore, the emissions of nitrogen oxides were modelled during the testing of the emergency diesel generators for comparison against the MECP screening criteria of 1,880 µg/m³ for the 30-minute averaging time at non-sensitive receptors. The maximum predicted concentration resulted

 

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from testing of the 5.3 MW emergency generator, resulted in a modelled POI concentration of 246 µg/m³ (13.1% of the screening criteria) (WSP, 2024).

 

20.1.4 Geochemistry

 

20.1.4.1 Tailings

 

The tailings are classified as predominantly Potentially Acid Generating (PAG) based on static testing and paste pH surveys. These tests indicate that some surficial tailings go acidic after being exposed at surface for less than 10 years. The modelling indicates, however, that the Neutralization Potential (NP) from carbonate minerals in unsaturated tailings is likely to be consumed post-closure, but carbonate NP in saturated tailings in the lower half of the TSF is likely sufficient to maintain circum-neutral seepage for the foreseeable future after closure. However, the possibility of carbonate mineral depletion and acidic seepage with high concentrations of metals cannot be ruled out. This emphasizes the importance of understanding the actual ratios of NP to Acid Potential (AP) throughout the tailings as well as defining the NP/AP value that will define non-PAG (Ecometrix, 2023). Additional geochemistry modelling is recommended to better understand the ongoing acidification of the tailings evident with trends in seepage water quality since 2017 (Ecometrix, 2023).

 

Tailings management requires a balance between geochemical benefits of maintaining a high degree of tailings saturation to inhibit oxidation measured against the increased tailings stack geotechnical stability associated with a lower water table. Studies are ongoing to better understand this balance and to optimize tailings deposition and closure through the incorporation of an oxygen diffusion barriers and/or a low permeability cover.

 

20.1.4.2 Waste Rock and Open Pit

 

An assessment of the potential for Metal Leaching (ML) / Acid Rock Drainage (ARD) was completed during the federal EA process (Section 20.7.1). According to the Mine Rock Management Plan (Newmont, 2024a), neither the waste rock material nor open pit walls are expected to generate ARD. In addition, metals levels in Musselwhite ore and waste rock are relatively low. Only copper and arsenic were above typical levels found in the Earth’s crust. Since the underground waste rock exhibits somewhat higher potential to generate acid drainage compared to the open pit is to be used preferentially as underground fill (Newmont, 2024a). Based on this, the Mine Rock Management Plan focuses on segregation of PAG/non-PAG rock coming from underground to surface, well designated areas to store PAG/non-PAG waste rock on surface, keeping all or most of the PAG waste rock underground for roadbeds/other uses, and communication to the site of changes in the Plan (Newmont, 2024a).

 

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20.1.5 Surface Water

 

The Musselwhite Mine conducts a comprehensive water quality monitoring program to meet the requirements established in the ECA ISW 1156-A3AL84 issued under the Ontario Water Resources Act and the Metal and Diamond Mining Effluent Regulations (MDMER) under the federal Fisheries Act (Section 20.1.7). A Surface Water Biennial Monitoring Report (SWBMR) is submitted to the MECP. This report summarizes the collected water quality data and includes an assessment of water quality upstream and downstream of Lake 282 and within Zeemel Lake with regards to effluent quality and potential groundwater influence.

 

Regional surface water monitoring program was initiated in 1992. The objective of the regional monitoring is to monitor the water quality in the upstream and downstream regional rivers around the mine. The stations have been established to satisfy both, regulatory requirements (ECA ISW) and requests from the Indigenous Communities (ICs). In total, there are seven surface water quality stations around the mine and the sampling is completed three times per year. According to the SWBMR (Minnow, 2024), samples occasionally did not meet water quality guidelines; however, with the sole exception of cobalt concentration in one station (MUS-08), there were no patterns to suggest that the exceedances/increases in the concentrations were associated with a mine-related influence.

 

Surface water quality monitoring program at the Site was initiated in 1997 to monitor eleven locations. Sites have been added or removed from the program as needed (SNC-Lavalin, 2018). The current monitoring locations are sampled either thrice weekly, weekly, monthly or annually in accordance with both, regulatory commitments and agreements with the ICs. The ECA ISW allows effluent discharge from April 15th to November 30th of each year. The ECA ISW includes criteria for total arsenic, copper, lead, nickel, zinc, ammonia, cyanide, weak acid dissociable (WAD) cyanide, total suspended solids, and pH. According to the SWBMR (Minnow, 2024), Musselwhite effluent consistently met all ECA limits and conditions in 2022 and 2023.

 

For Zeemel Lake, the lack of any temporal trends suggested that the TSF is not measurably influencing water quality in this Lake for the considered period (i.e., 2014 to 2023) (Minnow, 2024).

 

20.1.6 Groundwater

 

Groundwater has been sampled since 1995. Due to monitoring results indicating the presence of a groundwater plume from the TSF, monitoring wells have been installed throughout the mine. Before the mine was constructed (1995), groundwater monitoring wells were installed downstream of the current TSF to gather baseline data before the deposition of tailings. In 1996, after Stage 1 construction of the tailings dams and before deposition of tailings, 11 additional monitoring wells were installed along the southern boundary of the TSF, nine of which are still being sampled. In 2000, GW-19 was installed at the western edge of the plume between Dam A and Zeemel Lake. In 2004, three additional monitoring points were installed to improve the understanding of the groundwater plume (GW-20, 21 and 22). These monitoring points were located near the eastern

 

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edge of the plume and in the down-gradient portion of the plume core. GW-22 was decommissioned. Five additional monitoring wells were added in 2006. In 2007, two (2) monitoring wells (GW-29 and GW-30) were installed. In 2010, seven pumping wells were installed between the TSF and Zeemel Lake to intercept the groundwater plume from the TSF. These wells, PW-3 through PW-9, were installed in a line on the north side of the access road, 200-300 m down-gradient of the TSF. The water from each well in this system is pumped to a sump, and then pumped to the TSF. The system was commissioned in July 2010. In addition, ten monitoring wells (GW-31 through GW-40) were installed alongside and down-gradient of the pumping wells to monitor the efficacy of the interception system. Six monitoring wells were installed between the pumping wells; three were installed in a line between the pumping wells and Zeemel Lake; and one was installed at the shore of Zeemel Lake. In 2021, additional monitoring wells were installed including eight (8) new monitoring wells at four (4) locations (GW-03(T), GW-04(T), GW-05(T), GW-06(T)), with shallow monitoring wells installed in the tailings, and deep monitoring wells installed in the underlying till. The wells are sampled three (3) times per year (Piteau, 2023).Several plumes of mining impacted groundwater have developed in the groundwater system due to mining operations, with elevated concentrations noted for sulfate, chloride, iron, cobalt, cyanide and ammonia. These plumes migrate along the western and the eastern flowpaths. The western flowpath ultimately discharges to Zeemel Lake relatively close to the Fish Habitat if the interception system is not operating. The eastern flowpath trends along a buried bedrock valley toward the Paseminon River (Piteau, 2023).

 

According to the 2023 Biennial Groundwater Monitoring Report (Piteau, 2023), only iron and cobalt persistently exceeded the internal trigger levels voluntarily enacted by Musselwhite in 2005. Notably, none of the wells next to Zeemel Lake exceeded the cobalt trigger, but three exceeded the iron trigger. However, pre-mining iron concentrations at one of these locations (GW-10) were similar to concentrations routinely observed at this location since operations started in 1997. Furthermore, the iron concentrations at GW-10 do not respond to pumping as readily as other constituents (e.g., sulfate, chloride, arsenic, etc.). Altogether, these results suggest that the elevated iron at GW-10 may be naturally occurring. No pre-mining data are available for the other two (2) locations (GW-40 and 56), but the behaviour is very similar to GW-10. As such, the interception system is preventing higher iron concentrations from discharging to Zeemel Lake. None of the down-gradient wells along the eastern flowpath exceeded the iron or cobalt triggers.

 

20.1.7 Biodiversity

 

20.1.7.1 Terrestrial Ecology

 

The Musselwhite Mine site area does fall in the range of known species at risk as identified through the Species at Risk Act (SARA). Species of wildlife listed as vulnerable by SARA that may be found in the mine site area include the Woodland Caribou, Bald Eagle, Golden Eagle, Wolverine, Monarch Butterfly, Yellow Rail, Black Tern and the Short – Eared Owl. Animal species occupying the regenerating forest include moose, woodland caribou, black bear, wolves, beaver, fox and rabbit (SNC-Lavalin, 2018). A Species at Risk Assessment was completed by Goldcorp in 2016 and

 

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species listed under the International Union for Conservation of Nature (IUCN) Red List, and national and provincial conservation list species were compiled for areas affected by Goldcorp operations. The study concluded that there are 27 SAR potentially occurring in the Musselwhite study area including the species listed above. The Barn Swallow is a medium-sized songbird listed as threatened under Ontario’s Endangered Species Act (2012) has been identified in the Musselwhite Mine area and the species and its habitat are protected.

 

20.1.7.2 Aquatic Ecology

 

Fish studies in the lakes surrounding the mine site have been occurring since pre-operation years. The primary large-bodied fish species that have been caught and included in historical studies include walleye (Stizostedion vitreum), lake whitefish (Coregonus clupeaformis), northern pike (Esox lucius), white sucker (Catostomus commersoni), yellow perch (Perca flavescens) and shorthead redhorse sucker (Moxostoma macrolepidotum). Other large and small bodied species have been caught and studied as well, some of which are only found in specific lakes surrounding the mine site (ex: lake trout (Salvelinus namaycush) in Zeemel Lake and lake sturgeon (Acipenser fulvescens) in Lake Wastayanipi). Most of these fish have some economic or cultural importance. These fish associate with several different habitats and are primarily cool water and cold-water species. General life history characteristics for fish in these northern waters include slow growth rates and late age of maturity, particularly in comparison with species found in more temperate regions (SNC-Lavalin, 2018).

 

Originally, Zeemel Lake was developed as an offsetting project (fish habitat area) as part of the requirements of a Fisheries Authorization Permit.

 

The mine is subject to the Metal and Diamond Mining Effluent Regulations (MDMER). These regulations authorize the deposit of effluent from metal and diamond mines into water frequented by fish under subsection 36(3) of the Fisheries Act. In accordance with MDMER, Musselwhite Mine is required to undertake Environmental Effects Monitoring (EEM) studies. The EEM studies involve assessing whether the effluent is having an effect on fish, fish habitat, and use of fish by humans. It may also involve investigating the cause of an effect and identifying solutions to eliminate it. For Musselwhite, the results of Phase 6 EEM suggest a potential subtle effect from Musselwhite’s effluent on resident fish, primarily regarding relative liver weights (most notable in female white sucker and walleye) and to a lesser extent relative gonad weight. Phase 7 EEM Study Design considered options to determine if Musselwhite Mine effluent is having an effect on resident fish (Minnow, 2022). Musselwhite submitted the Phase 7 EEM Study Design on March 9, 2023. The comments from Environment and Climate Change (ECC) Canada were provided on June 12, 2023. The field studies were completed and the report issued to ECC Canada in June 2024.

 

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20.2 Environmental Studies

 

The mine is in the early stages of updating its closure plan and is conducting numerous ongoing studies to better quantify risks, liabilities and potential mitigations to better support operational improvements and improved closured planning.

 

Key ongoing environmental studies include:

 

Geochemical characterization and modelling of TSF tailings performance to date. This work is integral to optimizing the tailings deposition strategy and supporting the design of the TSF closure cover and evaluating the possible need for additional mitigations.

 

Hydrogeological characterization and conceptualization of the tailings stack and prediction of TSF drain down and seepage to both surface and groundwater. These will ultimately result in more, and better quantify source terms in this model (as well as the groundwater flow model).

 

Groundwater modelling continues to evolve with an emphasis of better understanding the primary seepage pathways for the TSF to the environment (i.e., western seep, eastern seep) and incorporating post-closure groundwater quality predictions of several mitigative designs based on current knowledge and developing a framework for a groundwater Trigger Action Response Plan (TARP).

 

Tailings cover and revegetation trials along the south side of the TSF where deposition has reached final configuration. These plots are instrumented and monitored to provide insight into cover performance and requirements for closure.

 

A wetland performance assessment was recently completed on the treatment wetland to evaluate performance, the potential to treat mine effluent, and the potential for further optimization for closure (Lorax, 2023).

 

20.3 Environmental Management System

 

Musselwhite has comprehensive environmental plans and procedures. These plans outline roles, responsibilities and responses to various events. As part of this Environmental Management System, the Project has implemented several monitoring plans through the years including among others, a surface water monitoring, groundwater monitoring, waste rock management plan, water management plan, aquatic monitoring program, cultural heritage management plan, biodiversity action plan, chemical management plan, domestic and hazardous waste management plan, and compliance monitoring program.

 

20.4 Greenhouse Gas Emissions

 

Musselwhite’s Scope 1 and Scope 2 emissions were 44,360 Tonnes of CO2e in 2023 while Scope 3 emissions were 94,033 Tonnes of CO2e (Newmont, 2024e). Musselwhite experienced during 2023 a decrease in direct energy consumption, contributing to a decrease in Scope 1 emissions.

 

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Propane consumption was significantly reduced due to a warmer winter, and diesel consumption for electricity production decreased due to improved connectivity to the grid (connection to low-cost and low-carbon power Wataynikaneyap (Watay) Power joint venture) and reduced reliance on diesel-powered generators. A training program on the GHG emissions calculation methodology was implemented (Newmont, 2024).

 

20.5 Waste Rock Management and Water Management

 

20.5.1 Waste Rock Management

 

It was estimated that a total of 2.5 million tonnes of unprocessed, uneconomic rock has been excavated from the open pit. The mine rock from the open pit has been placed on the north-eastern end of the open pit adjacent the polishing pond. This area drains naturally toward the polishing pond. The runoff may contain increased levels of suspended solids; however, the stockpile is not predicted to generate acid (Newmont, 2024a). Therefore, metal concentrations in the runoff will be low. It is reported that the open pit rock exhibits virtually no potential to generate acid drainage. Therefore, the rock from the open pit stockpile can be used for construction purposes on surface.

 

At closure, the waste rock dump will be recontoured and covered with topsoil and seeded (Newmont, 2024a) The site control management priorities focus on:

 

Segregation of PAG/non PAG rock coming from underground to surface;

 

Well designated areas where to store PAG/non PAG waste rock on surface;

 

Keep all or most of the PAG waste rock underground for road beds/other uses; and

 

Communication to entire site of changes in the plan.

 

Seepage from the waste rock piles is monitored and any PAG waste rock currently on surface will be either returned underground or stored in the flooded open pit.

 

20.5.2 TSF Water Management

 

Tailings runoff from the active deposition western portion of the TSF is directed towards the east portion of the TSF where it collects in the TSF Pond (Figure 18.3). Seepage from the southern perimeter dam finger drains (Dams C and B) is collected in the Seepage Collection Pond (SCP) and pumped back to the TSF Pond. A groundwater plume that flows towards Zeemel Lake is intercepted by a series of groundwater interception wells and pumped back to TSF Pond. Excess water from the TSF Pond is either recycled back to the mill via a pump barge or pumped to the Upper Polishing Pond from where it flows passively to the Polishing Pond and ultimately through the Treatment Wetland and the final point of compliance before reaching Lake 282. Discharge from the Polishing Pond to the Treatment Wetland is only permitted during the ice-free period of May through November. The Polishing Pond Dam has a valved gate that can be closed to limit or stop discharge to the Treatment Wetland. The limited period of discharge from the Polishing Pond requires careful

 

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management of water level to ensure that the system can hold all of the excess water that accumulates over the period of no discharge.

 

The current Closure Plan assumes that seepage and groundwater quality will improve after implementation of the approved closure measures (i.e., installation of TSF closure cover) to the point where the groundwater interception wells that currently protect Zeemel Lake and pump back from the SCP will eventually be turned off. The Closure Plan further assumes that excess water from the TSF Pond will be of suitable quality to allow passive discharge, via constructed spillway channel, to the Polishing Pond without the requirement for additional treatment beyond the existing Treatment Wetland.

 

Studies are ongoing to refine how the TSF will transition to closure and the possible need for additional mitigation measures to meet closure objectives and commitments.

 

20.5.3 Open Pit Water Management

 

The Musselwhite open pits are being allowed to passively flood and monitoring to date indicates that there are no issues with water quality. The waste rock piles adjacent to the open pit(s) is not anticipated to adversely impact pit water quality. Musselwhite Mine has a permit to take water (PTTW-4846-A2DGUS) to manage water levels (SNC-Lavalin, 2018).

 

The flooded open pits may be used to store excess PAG rock that remains on surface at closure and the main pit (Musselwhite Pit) would be used to store sulfide floatation concentrate in the event that a tailings desulfurization circuit is incorporated into the tailings processing flowsheet.

 

20.5.4 Site Water Management

 

Excess water from the TSF is pumped from the reclaim pond to the segmented polishing pond for settling and degradation of residual cyanide and nitrogen compounds (notably ammonia). Water is then directed to the downstream four-hectare surface flow wetland area via gravity. The wetland is used for further polishing where baffles have been installed to lengthen the flow path and increase the retention time. Musselwhite’s final point of compliance is the wetland outlet (EF-3), where water is discharged into a rip-rap ditch that directs water to Lake 282.

 

20.6 Cover Trials

 

As part of the tailings rehabilitation plan for Musselwhite Mine, the Site started the construction of trial dry covers on the inactive tailings in the TMA in 2015. The inactive tailings area is located downstream of the Thickened Tailings Discharge Dyke and upstream of the Perimeter Dams A to C, along the south side of the TMA. The tailings in this inactive area consists mostly of the coarse sandy fraction due to segregation on the tailings beach from a slurry deposition. Eleven trial plots with varying depths and material types (sand, gravel, organics, hydro-seeding) were installed, as

 

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well as one plot without cover to act as control, so that their performance can be observed and compared for the long-term (SNC-Lavalin, 2018).

 

The goal of the trial plots is to find the optimal cover type that; inhibits tailings oxidation and AMD production, eliminates windblown tailings, reduces seepage from the TMA, reduces tailings erosion and improves aesthetics of the inactive tailings area. Several of the plots continue to be monitored. Information gained from these cover trials will also aid in development of the procedure for applying the dry cover to the entire TMA.

 

20.7 Environmental Permitting

 

20.7.1 Environmental Approvals

 

The Musselwhite Mine underwent a federal Environmental Assessment (EA) prior to going into production in 1997. To support the EA process, an Environmental Impact Statement (EIS) and Comprehensive Study Report were completed in 1995 (Newmont, 2024a). In addition, the mine has received several provincial environmental approvals over the years. One of the main approvals is the Environmental Assessment (EA) for the installation and operation of up to 20 megawatts of diesel-generated capacity, as per the former Electricity Project Regulation (O.Reg. 116/01). The on-site diesel generation is comprised of eleven (11) diesel generator sets (gensets) with varying outputs. Public and Indigenous Communities (ICs) consultation was completed during the preparation of this EA.

 

20.7.2 Permits and Authorizations

 

The Musselwhite Mine currently holds the necessary operational environmental permits. The majority of these permits are province-issued and governed by the Ministry of Environment, Conservation and Parks (MECP) in Ontario, as presented in Table 20.1.

 

Table 20.1 – Summary of Environmental Permits and Approvals

 

Permit/Approval # Issue Date Expiration Date Details
Environmental
Compliance Approval
(ECA) Air
5751-AYEPSJ May 24, 2018 N/A Pertaining to the operation of process equipment and associated air and noise emissions.
Certificate of Approval
(CofA) Air
4814-8DESGE Feb. 4, 2011 N/A For the operation of a transformer STATCOM at the Pickle Lake substation.
Amended
ECA Industrial Sewage
Works (ISW)
5276-CDTGPL July 25, 2022 N/A Amended approval for industrial sewage works.
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Permit/Approval # Issue Date Expiration Date Details
Amended
Permit to Take Water
(PTTW)
4846-A2DGU5 Sept.16, 2015 Sept. 30, 2025 Related to open pit
dewatering.
PTTW Groundwater
(underground mine
workings)
6201-9EPJH7 Jan. 6, 2014 Jan. 6, 2034 Issued for underground
mine workings.
PTTW (Groundwater
interception system)
1323-BEZMZ2 Sept.19/20219 Sept.18/2029 Seven wells installed to
manage seepage from
the TSF.
Amended
PTTW Surface Water
(Opapimiskan Lake)
8884-A2DGZA Sept 16, 2015 Sept. 30, 2025 Amended permit for
surface water.
PTTW Groundwater 3616-BW6KZY Dec. 10, 2020 June 23, 2030 For two wells supplying
water for the cement
rock fill plant.

 

 

In addition to the permits included above, the Ministry of Natural Resources and Forestry (MNRF) has issued some Land Use Permits (LUPs) and aggregate permits for the Project. The LUPs lease right of ways for power lines and access road to the Project. The aggregate permits were issued between 2001 and 2009 and allow the extraction of aggregates from areas in the vicinity of the East Pond and Zeemel Lake.

 

20.7.3 Permitting Schedule

 

Based on the current site conditions and the assumption that no expansions are planned, it is expected that no new permits will be required to advance the Project to the LoM phase. The existing permits are sufficient to support the Project’s operational needs for the duration of its planned activities.

 

20.8 Key Environmental Risks and Concerns

 

This section identifies key environmental risks and concerns related to the TSF and their potential impacts on the surrounding environment:

 

Geochemical Performance Degradation:

 

Potential for the geochemical performance of the TSF stack to degrade, resulting in acidic or metal laden seepage that is not suitable for passive discharge to the Polishing Pond without additional treatment.

 

Groundwater Flowpath to Zeemel Lake:

 

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The western TSF groundwater flowpath (towards Zeemel Lake) is currently intercepted by a groundwater interception system and could adversely impact the aquatic habitat of Zeemel Lake if the interception system is not operating.

 

Extended Operation of Groundwater Interception System:

 

Potential that the existing groundwater interception system that protects Zeemel Lake may be required to operate considerably longer than anticipated in the current closure plan (i.e., in perpetuity) or require transition to more passive mitigation alternatives such as a slurry wall and/or incorporation of additional passive mitigative elements such as permeable reactive barriers.

 

Eastern TSF Groundwater Flowpath Concerns:

 

The eastern TSF groundwater flowpath, which trends along the buried bedrock valley toward the Paseminon River, may have degraded conditions in the future that require additional mitigation to protect downgradient aquatic receivers.

 

Water Quality Exceedances:

 

The potential exceedances/increases in cobalt/iron concentrations in surface water/groundwater not meeting water quality guidelines and requiring additional engineered treatment wetlands or other water treatment alternatives.

 

TSF Stack Stability:

 

The TSF stack stability is a concern, and additional information is provided in Section 18.4 of the Report.

 

20.9 Social and Community Impacts

 

20.9.1 Social Baseline (Setting)

 

The Musselwhite Mine is located on the southern shore of the Opapimiskan Lake, 480 km north of Thunder Bay in northwestern Ontario. The nearest town, Pickle Lake is located approximately 130 km to the south. Musselwhite Mine is located on the traditional territory of North Caribou Lake First Nation and the mine’s associated activities are within the shared traditional territories of the Nations. Kingfisher Lake is located 58 km to the northeast; North Caribou Lake is located 76 km to the northwest; Wunnumin Lake is located 84 km to the east; Cat Lake is located 140 km to the southwest, and Mishkeegogamang is located 30 km south of Pickle Lake. Kingfisher Lake and Wunnumin Lake First Nation communities are affiliated with the Shibogama First Nation Council. North Caribou Lake and Cat Lake are affiliated with the Windigo First Nations Council. Mishkeegogamang is an independent band (SNC-Lavalin, 2018).

 

The Indigenous Communities (ICs) around Musselwhite are very much in line with the social characteristics of all remote Canadian Indigenous communities. These are characterized by fast

 

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growing population, high illness and disease burden, high unemployment rates, inadequate basic infrastructure and housing stock coupled with overcrowding and a lack of access to major capital sources and tools for businesses to succeed. The municipality of Pickle Lake serves as the transportation hub for people and goods travelling to the remote communities in Northwestern Ontario (Newmont, 2024b).

 

20.9.2 Stakeholder Engagement

 

The Project has identified more than 150 stakeholders including ICs Signatory and affiliates communities, Indigenous Organizations and community members outside of Signatory Communities, municipalities, government and regulators, suppliers, contractors, consultants, Academy/Training Partner and others (Civil Society, Chamber of Commerce, Community Investments, Mining Associations). For each stakeholder the following information is tracked and monitored: History of relationship with Musselwhite, key interests, issues, risks, impact generated by the Project, degree of influence they have on the mine, attitude towards the mine, sphere of influence, and the Project’s goal with each particular stakeholder. Stakeholder mapping has been completed and considered for the engagement with the various stakeholders (Newmont, 2024b).

 

Musselwhite provides mine updates and engages with its stakeholders using various methods including: committee meetings, community dialogues / feedback mechanisms, telephone calls / emails, annual sustainability reports, fact sheets, advertising, Facebook, conferences, and mining association committees.

 

20.9.3 Indigenous Engagement

 

Musselwhite was one of the first mines in Canada to enter into a comprehensive agreement with local ICs. The agreement is called the Musselwhite Agreement and was originally signed in 1992. Signatories of the Agreement are four ICs and two (2) First Nation Councils. These include North Caribou Lake First Nation, Cat Lake First Nation, Kingfisher Lake First Nation, Wunnumin Lake First Nation, Windigo First Nation Council, and Shibogama First Nation Council. The Agreement has been reviewed and renegotiated in the past, with the last amendment being completed in 2019. There is also a Trapper Compensation Agreement with North Caribou Lake First Nations and a Cooperation Agreement with Mishkeegogamang First Nation.

 

There is also a Community Investment Committee in place to evaluate donation/sponsorship requests (Newmont, 2024c)

 

20.9.4 Key Social Aspects

 

The Musselwhite Agreement sets targets for ICs employment, opportunities for business development, and environmental protection. The Agreement establishes revenue sharing, implementation funding and environmental funding. The established target for the percentage of ICs

 

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employees included in the Musselwhite Agreement has been proven to be challenging despite the continuous operator efforts.

 

It is already a commitment from the former operator to review and modernize the Trapper Compensation Agreement dated 1992. Letters (including this commitment) were sent to North Caribou Lake First Nation, and Windigo First Nation Council.

 

In general, the ICs have shown continuous support to the Project. It is relevant to provide early assurance to the affected communities that under new ownership, Orla will continue to honour its commitments to ICs and will maintain a consistent approach in managing the social impacts and risks associated with the Musselwhite operations.

 

20.9.5 Archaeology and Cultural Heritage

 

The engagement process includes consultation with stakeholders around the identification of cultural heritage sites, as well as decisions regarding disturbance of such sites. If cultural heritage sites are identified to be impacted, a specific stakeholder engagement plan will be developed.

 

20.10 Mine Closure

 

20.10.1 Regulatory Requirements

 

In Ontario, the Mining Act requires proponents to submit a closure plan to MINES and have the ministry “file”/approve before the proponent can undertake construction activities. A closure plan outlines how the land will be rehabilitated and the associated costs. In addition, the proponent must provide MINES with financial assurance according to the estimated cost of the rehabilitation measures described in the closure plan. The closure plan regulation has been modified recently (Ontario Regulation 35/24). This regulation update was completed to ensure that the closure meets or exceeds the objective of the various parts of the Mining Code and incorporated additional certifications to fill the existing gaps in the regulation.

 

20.10.2 Closure Plan

 

The Closure Plan was completed in 2018 and filed in 2019 (SNC-Lavalin, 2018). The Ministry of Mines (MINES) has requested an update to the Financial Assurance to account for inflation from 2018 to 2024. This was reflected in an amended cost estimate (Newmont, 2024d). According to the Closure Plan, the Life of Mine (LoM) is expected to be up to 2029, with active closure stage to occur between 2029 and 2030, and a post closure period from 2030 to 2040 (Newmont, 2024).

 

The Closure Plan considers the various components of the mine and proposed the dismantling and demolition of equipment from the underground and surface facilities unless a future use is considered viable by Orla, government bodies, and the partnering First Nations communities. The site would be re-graded and contoured to re-establish pre-mining drainages and covering the surface with overburden material to promote the succession of natural vegetation in the area. During

 

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final closure, the equipment from underground will be removed and the underground development allowed to flood. Mine accesses will be sealed to prevent public entry.

 

The approved closure concepts assume the groundwater seepage interception system that currently protects Zeemel Lake can be shut off eventually once the closure cover (i.e. proposed 600 mm of cover and 100 mm of topsoil) is installed. In the interim, groundwater collected from the seepage interception system would continue to be pumped to the TSF Pond. The existing Closure Plan predicted that following capping of the TSF the seepage water quality in the TSF Pond will be suitable to be passively discharged, via a spillway channel, to the Upper Polishing Pond and ultimately through the existing treatment wetland to the final point of compliance.

 

The next update of the Closure Plan is tentatively planned for late 2025 to early 2026 and will incorporate findings from the various ongoing studies related to TSF stack environmental performance and potential additional mitigative actions including the possible requirement for a more robust TSF closure cover and more targeted treatment capacity for mining impacted waters.

 

20.10.3 Aggregates and Overburden

 

There are gravel and aggregate pits onsite located east and south of the Tailings Pond, and identified as Borrow Pit 1, Borrow Pit 2, and Borrow Pit (Gate House) (SNC-Lavalin, 2018). In addition, overburden will be required to support site regrading and revegetation.

 

It is understood that the aggregate pits contain significant quantities of sand and gravel; however, no estimates of remaining quantities were available for review. It is unclear if sufficient overburden stockpile quantities are readily available to support closure and reclamation or if additional, yet to be permitted, borrow sources will be required.

 

20.10.4 Financial Assurance

 

Musselwhite complies with the requisite bonding levels for the implementation of the approved Closure Plan. Ongoing closure studies suggest that the next iteration of the Closure Plan will incorporate a more robust TFS closure cover and additional surface and groundwater mitigations. The associated costs of the evolving closure measures will be reflected in the FA at the time of the next Closure Plan update.

 

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21 CAPITAL AND OPERATING COSTS

 

21.1 CAPITAL COST ESTIMATE (CAPEX)

 

The following capital cost estimate (Capex) is based on sustaining expenditures as the plan does not include any additional Project capital.

 

21.1.1 Mine Capital

 

The overall mine capital cost estimate for the life of mine is US$250.3 million, based on the 2024 LoM plan for the reserves only. The estimated life of mine capital cost for the mine, including the project capital, is US$34.02 per tonne milled.

 

Capital costs are grouped in four categories in the LoM reserve plan and allocated according to the related mine plan physicals: sustaining lateral development, sustaining vertical development, asset integrity, and Project capital. Table 21.1 provides the capital cost by category.

 

Table 21.1 – 2024 Mine Plan Capital Cost Estimate by Category

 

Category Unit Value
Lateral US$ M 56.1
Vertical US$ M 3.1
Asset Integrity US$ M 127.2
Project US$ M 63.9
Total US$ M 250.3

 

 

The mine project capital is included with the mine sustaining capital to form the mine’s overall listing of the capital requirements in Tables 21.1 and in 21.2.

 

Table 21.2 itemizes the capital expenditures planned for the balance of the mine life. The overall mine capital is estimated in 2024 dollars with no inflation or escalation considered. The paste plant capital has been removed from the plan realizing that improvements in production parameters related to the use of pastefill and revision to the mine’s backfill cost are not incorporated in the reserves only plan. The QP has reviewed the planned annual expenditures and agree that they are reasonable.

 

Capital cost estimates are at a minimum of a pre-feasibility level of confidence, having an accuracy level of ±25% and a contingency range not exceeding 25%.

 

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Table 21.2 – 2024 Mine Plan, Capital Listing by Year (US$ M)

 

Project Description 2024 2025 2026 2027 2028 2029 2030 Item
Totals
UG Lateral Development 16.6 12.8 8.4 7.1 5.0 4.8 1.3 56.1
UG Raise Development 0.3 1.2 - 0.3 0.1 1.3 - 3.1
Vent Upgrade 18.1 - - - - - - 18.1
PQ Deeps Extension 1 Study 1.1 3.0 16.9 8.5 13.6 2.7 - 45.8
Level Infrastructure 2.6 3.8 2.7 5.3 4.5 4.5 5.3 28.7
SC1007 - R2900G - scoop 2.0 - 2.0 2.0 - - - 6.1
Development Scoop 2.0 - - - - - - 2.0
TR4510 - CAT AD45B Ejector 2.0 - - - - - - 2.0
400RB/COB Rehab/Transition Chutes 1.9 1.9 - - - - - 3.8
UG Electrical infrastructure 1.9 1.4 1.9 1.9 1.9 1.9 1.9 12.6
TR4511 - AD45B Dump – CRF 1.5 - - - - - - 1.5
CAT AD45B Dump Truck TR4505 1.5 - - - - - - 1.5
Other Capital 1.4 0.4 0.9 - - - - 2.7
657 Rock breaker - Lynx North 1.4 - - - - - - 1.4
Vent Doors for 1270 Back Door 1.2 - - - - - - 1.2
Sat Stat (3 grease 2 fuel) 1.1 - - - - - - 1.1
Haul Truck Ejector - TR4517 - AD45B 1.1 - - - - - - 1.1
SC1014 - R2900G – scoop 1.1 - - - - - - 1.1
SC1015 - R2900G – scoop 1.1 - - - - - - 1.1
UG Personnel Carriers (Toyotas) 0.7 0.9 - - 0.9 - - 2.5
Main Vent Fan Assembly 0.7 - - - - - - 0.7
MW: Core Shed Upgrade 0.5 - - - - - - 0.5

 

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Project Description 2024 2025 2026 2027 2028 2029 2030 Item
Totals
New Carrier for #2 Emulsion Cassette 0.5 - - - - - - 0.5
Onboard Payload Measurement System 0.5 - - - - - - 0.5
Refuge Stations 0.4 0.5 0.5 0.5 0.5 0.5 - 2.8
Grader 0.4 - 0.4 - - - - 0.8
Underground Integrated Tool Carrier 0.4 0.4 0.4 - - - - 1.1
UG Air and Water Monitoring Sensors 0.4 0.4 0.5 - - - - 1.2
M Work Order Deployment 0.3 - - - - - - 0.3
Stench system upgrade 0.2 - - - - - - 0.2
UG Feeder Replacement 0.2 - - - - - - 0.2
Wear Management Integration 0.2 - - - - - - 0.2
Isuzu 4x4 Tilt Tray Truck 0.2 0.2 - - - - - 0.4
SR3-CL Laser Scanner System 0.2 - - - - - - 0.2
Micro Seismic System Upgrade 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.7
Increase UG Compressed Air 0.1 1.4 - - - - - 1.5
UG Engineering Study – Dewatering 0.1 - - - - - - 0.1
NOC Installation 0.0 - - - - - - 0.0
Refuge Station Phone Communication Modernization - 0.3 - - - - - 0.3
Secondary Egress - - 0.1 - - - - 0.1
460 mL Tramp Metal system - 0.3 - - - - - 0.3
TR4503 - AD45B Ejector - 1.7 - - - - - 1.7
1220 tramp steel redesign and installation - 0.2 - - - - - 0.2
SC1009 - R2900G - scoop - 2.0 - - - - - 2.0
Conveyor cleaner machine - 0.1 - - - - - 0.1

 

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Project Description 2024 2025 2026 2027 2028 2029 2030 Item
Totals
UG Power Monitoring Improvements - - 0.1 - - - - 0.1
Scissor Lift Replacement - - 0.5 0.5 - 0.5 - 1.4
Women's UG Dry - - - 0.6 - - - 0.6
TR4516 - AD45B Ejector - - 1.7 - - - - 1.7
TR4512 - AD45B Dump - 1.5 - - - - - 1.5
TR4515 - AD45B Ejector - 1.7 - - - - - 1.7
TR4508 - AD45B Dump - - 1.5 - - - - 1.5
TR4504 - AD45B Ejector - 1.7 - - - - - 1.7
SC1011 - R2900G - scoop - - 1.1 - - - - 1.1
LHD Loader - SC1005 - R2900G - 2.0 - - - - - 2.0
New or Conversion Jumbo - - - 1.7 1.7 - - 3.3
Water Truck Replacement - - 0.8 - - - - 0.8
TR4501 - AD45B Dump - 1.5 - - - - - 1.5
SC914 - R1700G - scoop - 0.7 - - - - - 0.7
TR4502 - AD45B Dump - CRF - - 1.5 - - - - 1.5
Development Jumbo - - 1.7 - - - - 1.7
Cable Bolting Resin System - - 0.8 - - - - 0.8
Explosive Handling Vehicle - - 1.9 1.9 3.8 - - 7.5
Development Change from ANFO to Emulsion - 1.5 - - - - - 1.5
Motivator for Battery Drills and Jumbos - 0.4 0.4 - - - - 0.8
Raise bore Drill - - 3.0 - - - - 3.0
Replace JB11 with Bolting Jumbo - - 1.7 - - - - 1.7
Sandvik Equipment hooked up to UG IT Network - 0.2 - - - - - 0.2

 

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Project Description 2024 2025 2026 2027 2028 2029 2030 Item
Totals
Replace North Fringe UG Refuge Stations with MineARC - 0.5 - - - - - 0.5
Surface Explosive Magazine Relocation - 0.2 - - - - - 0.2
TLO Automation - 1.2 - - - - - 1.2
UG - PRV's - Connection to PLC System - - 0.1 - - - - 0.1
UG Fuel/Lube Truck - 0.6 - - - - - 0.6
Total Mine Capital by Year (US$) 65.9 46.2 51.0 30.2 32.1 16.3 8.6 250.3

 

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21.1.1.1 Mine Project Capital

 

The mine has two (2) standalone projects with one termed the Ventilation at Depth Project and the other termed the PQ Deeps, Extension 1, Stage 4 Project. The Ventilation at Depth Project brings an added 200 Kcfm air to the top of the PQ Deeps and that Project is nearing completion and commissioning is expected by the end of 2024. The PQ Deeps Extension 1 Project entails the ongoing installation over the life of mine plan for the PQ Deeps mining area of its ventilation raises, transfer drifts, level controls with main air fans, instrumentation for airflow and condition monitoring, and excavation and installation at the top of the PQ Deeps area of its main pump station. Cascade pumping to that main station is included in the sustaining capital.

 

As does Table 21.1, the Table 21.2 capital listing by year includes the two (2) PQ Deeps related projects. Ther are no other Project Capital requirements envisioned for achievement of the Life of Mine Plan in the capital by year listing.

 

21.1.1.2 Mine Sustaining Capital

 

The mine site will require sustaining capital for continuing underground mine development of levels and raises, installation of level infrastructure, purchase of replacement equipment, and material handling system rehabilitation and improvements, as well as other miscellaneous studies and projects.

 

The sustaining capital is part of the mine’s overall listing of the capital requirements in Table 21.2.

 

Underground development costs are directly correlated with development metres and are estimated based on expected unit rates per metre, applied to the number of metres of mine development required each year. Development capital is expected to be substantially complete by 2030. Lateral development totals US$56.1 million for 12,106 metres over the LoM. Vertical development totals US$3.1 million for 1,258 metres.

 

Meters of development are also used to categorize the infrastructure requirements associated with level development. Items such as extension of electrical infrastructure, air and waterlines, and dewatering systems. Microseismic system extension is part of the infrastructure requirements categorized by metres of development, while the addition of mining levels determines the need to add refuge stations, install rock breakers, and add fuel stations. Installation of second egresses is part of the vertical development metres category. The equipment replacements for two jumbos and a raise borer are based wear and tear directly relatable to the metres of development. The equipment and installations then associated with metres of development total US$6.3 million over the LoM for the reserves.

 

Asset Integrity capital based on ore tonnes includes ongoing equipment rebuilds and replacements of another 54 pieces of mobile equipment totalling US$49.0 million, and another US$12.4 million for investment in facilities and assets. Other significant sustaining investments include the rehabilitation

 

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of the 400RB/COB / Transition Chutes in 2024 and 2025 totalling US$3.8 million, Vent Doors for 1270 Back Door in 2024 totalling $1.3 million, TLO Automation in 2025 totalling US$1.2 million, UG Air and Water Monitoring Sensors totalling US$1.2 million over a three year period beginning in 2024, a Main Vent Fan Assembly for US$0.7 million, a Women's UG Dry for US$0.6 million, and miscellaneous other capital expenditures over the LoM of US$3.6 million.

 

The Project Capital exceptions are the two (2) PQ Deeps-based projects totalling US$63.9 million that are ongoing Ventilation at Depth and the recently approved PQ Deeps Extension 1. Although being treated as one-time projects the zone they service contains a significant amount of the mine’s reserves and as such, have been considered in this report as part of the mine-wide unit costs for sustaining capital. The lateral development for the PQ Deeps, the level infrastructure, the replacement of current mining equipment with new for this area of the mine are not included in the Project Capital and already are components of the sustaining capital costs. Ventilation related capital tied to these projects was all that was removed from the unit costs derivation used for the purposes of determining the 2023 MRMR cut off grades, however when completing by level and zone economic testing for the PQ Deeps, and the economic assessments to test the resultant reserves, the project costs were considered.

 

Replacements and investments in the mine’s general equipment assets, human resources, information technology, supply chain, environmental, health and safety, and security is covered in Section 21.3 of this Report.

 

21.1.2 Mill

 

21.1.2.1 Mill Project Capital

 

All Mill capital envisioned for the 2024 LoM plan is sustaining, there is no Mill Project Capital.

 

21.1.2.2 Mill Sustaining Capital

 

The Mill sustaining capital amounts to US$12.7 million over the 2024 LoM for the reserves only plan. The estimated life of mine capital cost for the mill sustaining capital is US$1.73/t milled.

 

Table 21.3 identifies the capital expenditures by year for each item within the plan. TSF dyke raising, including reclaim water barge relocation, is the largest item totalling US$7.9 million over the LoM plan. Rod and ball mill motor replacement is US$3.3 million with mill infrastructure replacement totalling US$1.2 million, and minor infrastructure upgrades of US$0.3 million. Cost estimates were provided by site, with a pre-feasibility-level estimate for grinding floor rehab provided by DRA.

 

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Table 21.3 – Mill Sustaining Capital Listing by Year (US$ M)

 

Project Description 2024 2025 2026 2027 2028 2029 2030 Item
Totals
TSF: Tailings Dyke 1.5 - 1.5 - 2.8 1.5 - 7.2
Mill - Rod and Ball Mill Motor Replacement 0.5 2.8 - - - - - 3.3
Leach Tank Re-Coating 0.3 - - - - - - 0.3
Double Decker Screen - Mill Crusher Replacement 0.3 - - - - - - 0.3
Tails - Barge Overhead Line and Pole Replacement 0.7 - - - - - - 0.7
Kitting laydown building for Mill Maintenance 0.1 - - - - - - 0.1
Handrails and Catwalk for Working on Mill Trunnion Area - 0.2 - - - - - 0.2
Safety Screen Replacement - 0.2 - - - - - 0.2
Grinding Floor Structural Rehab - 0.3 - - - - - 0.3
Gold Room Filter Press Replacement 0.1 - - - - - - 0.1
Total Mill Capital 3.4 3.5 1.5 0.0 2.8 1.5 0.0 12.7

 

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21.1.3 G&A

 

21.1.3.1 G&A Project Capital

 

All G&A capital envisioned for the 2024 LoM plan is sustaining, there is no G&A Project Capital.

 

21.1.3.2 G&A Sustaining Capital

 

The G&A sustaining capital amounts to US$37.4 million over the 2024 LoM for the reserves only plan. The estimated life of mine capital cost for the G&A capital is US$5.09 per tonne milled.

 

Table 21.3 identifies the capital expenditures by year for each item within the plan. IT corporate capital allocations is the largest item totalling US$15.6 million over the LoM plan. Bunkhouse replacement at camp is $US7.3 million while the site’s technology infrastructure upgrades is next at US$5.3 million. Other items of significance are the IT/OT infrastructure modernization at US$1.8 million, the airplane engines’ mid-life component replacement at US$1.7 million, and the Air Compressor waste heat recovery project at US$1.2 million. The other 15 G&A capital items in the G&A capital list in Table 21.4 amount to a collective total of US$4.5 million.

 

The G&A capital was related to the ore tonnes in a similar manner to the other mine capital as part of the unit costs derivation used for the purposes of determining the 2023 MRMR cut off grades.

 

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Table 21.4 – G&A Capital Listing by Year (US$ M)

 

Project Description 2024 2025 2026 2027 2028 2029 2030 Item
Totals
IT Corporate Capital Allocations 4.7 2.4 1.7 1.6 1.8 2.0 1.5 15.6
Bunkhouse Replacement at Camp 4.4 1.0 - - 1.9 - - 7.3
Data Center UPS and HVAC upgrade 0.8 - - - - - - 0.8
MCB Building Subfloor 0.2 - - - - - - 0.2
Propane Farm Vaporizer Replacement 0.2 0.1 - - - - - 0.3
Light Vehicles (Trucks) for Site Use 0.2 - - - - - - 0.2
Camp Network Expansion 0.1 - - - - - - 0.1
Surface UPS Upgrade 0.1 - - - - - - 0.1
Covered Storage for Inventory stored outside - 0.3 - - - - - 0.3
Air Compressor waste heat recovery project - - 1.2 - - - - 1.2
Heated Surface Storage - - 0.3 - - - - 0.3
Caterpillar IT38H Loader - 0.3 - - - - - 0.3
Airplane Engines Mid-life Component Replacement - - - 0.9 0.8 - - 1.7
Electrical Infrastructure: Watay Power Shedding System - 0.5 - - - - - 0.5
OT Network Backbone Equipment for EoL devices - 0.3 - - - - - 0.3
IT/OT Infrastructure Modernization - - 0.4 0.4 0.4 0.4 0.4 1.8
Bunkhouse Repairs & Improvements (V, W, K) - 0.2 0.2 - - - - 0.4
Site Technology Infrastructure Upgrades - 1.5 1.5 0.8 0.8 0.4 0.4 5.3
Rough Terrain Forklift Replacement for Manitou - 0.1 - - - - - 0.1
916 Loader - 0.2 - - - - - 0.2
Watay Power Line Fiber Tie In - 0.8 - - - - - 0.8
Total G&A Capital 10.6 7.5 5.2 3.6 5.5 2.8 2.3 37.4
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21.2 Operating Cost Estimate (Opex)

 

21.2.1 Mine Operating

 

The mine operating cost estimates are based on recent actual costs with minor specific adjustments for mine improvement initiatives that are currently being implemented.

 

The forward looking mine operating cost estimates include further improvement plans and thereby are foreseen to be at a minimum at a pre-feasibility level of confidence, having an accuracy level of ±25% and a contingency range not exceeding 25% until such time as the improvement plans are factual.

 

Mine operating costs are based on the 2024 budgeted LoM cost factors as presented in Table 21.5.

 

Table 21.5 – Mine Operating Unit Cost Factors for Determining the 2024 Budget

 

Description Value Unit
Exchange Rate 0.75 US$ / CA$ 
Mine Services (Fixed) 18.9 M US$/y
Lateral Dev't (Opex) 4,890 US$/ metre
Vertical Dev't (Opex)   - US$/ metre
Stoping – Drill 67.91 US$/PD metre
Stoping – Blast 4.23 US$/prod blast tonne
Stoping – Muck 13.13 US$/prod ore tonne
Stoping – Ground Support 3.82 US$/prod ore tonne
Backfill – URF 4.97 US$/URF tonne
Backfill – CRF 37.20 US$/CRF tonne
Mine Services (Variable) 11.68 US$/total tonne moved
Hoisting 3.16 US$/hoist tonne
Crushing 8.40 US$/ore tonne mined
Engineering 2.09 US$/total tonne moved
Geology 3.88 US$/ore tonne mined
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The actual costs by plant compared to the budgets is shown in Table 21.6 where the costs at the mine, mill, and on surface are shown to have increased between 2021 and 2023 for the 2024 Plan.

 

Table 21.6 – Mine Plan Operating Unit Costs Compared to Actuals

 

Area Unit 2021
Actuals
2022
Actuals
2023
Actuals2
2024
Plan3
Mining US$ / ore tonne 93 119 135 137
Process US$ / ore tonne 17 16 21 23
Site G&A1 US$ / ore tonne 52 43 37 43
Total US$ / ore tonne 162 178 193 202

 

Note:

1      2023 compared to 2021, G&A reductions of about US$11/t are related to transportation and accommodation costs redistributed to Mine and Mill as a direct cost based on headcount.

2021 Actuals and 2022 Actuals are derived by WSP from actual information contained within the minesite’s 23MRMR Cut Off Grade Approval file.

2      2023 Actuals is from the minesite’s 2024 QP Report

3      2024 Plan is derived by WSP from their adjusted reserve plan production schedule with the 2024 Mine Plan factors in Table 21.4 applied.

 

 

 

The redistribution of the camp costs to the direct costs of operations based on headcount impacts 2023 actuals resulting in the site G&A cost decreasing while the direct mining costs increase.

 

Of equal significance is the increasing reliance on the PQ Deeps for production. The PQ Deeps has the hoist cost of $3.16 per tonne hoisted applied to all PQ Deeps ore production. Historically mining from the Redwings, T-Antiform, and Upper Linx zones that do not use the hoist led to a lesser overall mining cost. For instance, hoisting for 2023 and in the 2024 plan was required for about 65% of the overall ore tonnes while the LoM shows hoisting increases to 72% of the overall ore tonnes in 2025 and continues to increase to 95% of the overall ore tonnes by the end of the LoM plan.

 

Transverse mining in the PQ Deeps zone requires the use of cemented rockfill (CRF). The derivation of the cost by zone calculation shows that the $37.20/t cemented rockfill requirement (versus $4.97/t for uncemented fill in the other mining zones) is all PQ Deeps related. The historical mine physicals information for 2020 through 2023 shows about 1/3 of the total backfill was CRF, indicating use in the other mining zones, but the LoM plan shows only the PQ Deeps using CRF going forward. The percentage of planned cemented rock fill stays around 33% of the overall fill, but with 50% of the ore tonnes in the LoM plan coming from stopes in the PQ Deeps there is an overall cemented fill increase in the LoM plan.

 

For future cost workups it is recommended that other detrimental factors such as application of a distance for the haul metric and erosion of the effective work hours per shift with longer travel distances and added seismic event protocols should be considered for future cost workups.

 

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Conversely the capital plan includes funds for automation, yet the operating costs have not been adjusted to reflect associated productivity improvements. The two are thereby seen for the purposes of this report as offsetting.

 

The overall mine operating cost estimate for the life of mine is US$841.4 million, as summarized by the cost center activities in Table 21.7 with the estimated life of mine mining cost of $114.37 per tonne milled comparing favourably to the prior three years $102.61 per tonne milled as the increased reliance on the PQ Deeps requires added hoisting and cemented rock fill costs that then increases the overall mining costs. The reduction in the LoM average mining cost compared to the 2024 Plan mining cost is aligned with a reduction in the operating metres back towards the historical average.

 

Table 21.7 – Life-of-Mine, Mine Operating Cost Estimate

 

Area Average Prior
Three Years
(US$ / t milled)
LoM Average
Unit Cost
(US$ / t milled)
LoM Total
Cost by
Activity
(US$ M)
Development 16.07 22.02 162.0
Stoping – Drill 4.63 4.97 36.6
Stoping – Blast 1.97 3.07 22.6
Stoping – Muck 14.89 10.65 78.4
Stoping – Ground Support 1.48 3.10 22.8
Backfill – URF 8.96 1.73 12.8
Backfill – CRF 0.00 7.37 54.2
Mine Services (Variable) 7.86 24.37 179.3
Mine Services (Fixed) 29.34 17.97 132.2
Hoisting 3.93 2.48 18.2
Crushing 3.81 8.40 61.8
Engineering 3.38 4.35 32.0
Geology 6.29 3.89 28.6
Total 102.61 114.37 841.4

 

 

The LoM Plan operating costs consider estimated costs to fully deplete the Mineral Reserve. Any exploration and drilling costs related to potential future mine life extensions which are not required to mine and process the Mineral Reserve have been removed from the LoM plan cost determinations.

 

As much as possible, mine physicals (lateral metres of advance, production drill metres, stope tonnes blasted, material movement tonnes, etc.) were taken from the Deswik mine design model and Deswik scheduler for validation by WSP and checked against recent production metrics. The

 

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unit costs for each cost center activity during steady-state years was calculated, some being fixed annual costs. These operating unit costs form the basis for all reserve financial and economic testing through generation of a final reserve cashflow.

 

Operating unit cost estimates are based on recent actual costs with minor specific adjustments for business improvement initiatives that are currently being implemented. The unit costs were applied to the mine physicals to arrive at the operating costs. The costs are estimated in 2024 dollars with no inflation or escalation considered. Estimates were prepared on an annual basis using the Deswik model and scheduler to consider specific mine site activity levels and cost drivers for application of the planned unit costs. The estimates consider current and expected labour headcount and salaries, major consumables and unit prices, power costs, fixed and mobile equipment costs, and maintenance costs. The total mine operating cost estimate includes all site costs related to the mining, as well as mine related regional office costs.

 

Mining costs were developed for the Avoca mining method, with the resulting unit cost estimates applied to the tonnages extracted using that mining method as defined in the LoM Plan. Mining costs cover expected direct costs for the mining including drilling, blasting, mucking, hauling, backfilling, mine dewatering and ground support.

 

General and administrative costs are discussed separately in Section 21.2.3. G&A includes costs associated with support of the operation: administrative personnel and functions, administrative facilities, site services, security, and other support costs. The practice at the mine site is for the accommodations and transportation costs to be distributed back to the mine based on employee headcount.

 

The Mine Operating Costs at the mine site has reviewed by the mining QP and found to be reasonable for a mechanized mine utilizing the Avoca mining methods. The mine has demonstrated typical operating costs for a facility of its size.

 

The expenditure pattern for the mine operating costs is depicted Table 21.8.

 

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Table 21.8 – Annual Mine Operating Cost Breakdown

 

Area LoM 2024 2025 2026 2027 2028 2029 2030
Development1 162.0 44.8 28.2 27.3 23.6 23.0 12.0 3.0
Drill2 36.6 7.4 4.8 6.8 5.7 2.8 4.8 4.4
Blast 22.6 2.8 3.1 3.2 3.1 3.3 3.2 3.9
Muck 78.4 9.6 10.7 10.8 10.9 11.3 11.1 13.8
Ground Support 22.8 2.8 3.1 3.2 3.2 3.3 3.2 4.0
Backfill – URF 12.8 1.8 2.4 1.8 1.9 1.0 1.4 2.6
Backfill – CRF 54.2 2.5 3.8 7.3 4.9 14.5 11.6 9.7
Mine Services (Variable) 179.3 30.9 28.9 26.4 23.8 24.8 21.7 22.7
Mine Services (Fixed) 132.2 18.9 18.9 18.9 18.9 18.9 18.9 18.9
Hoisting 18.2 2.2 2.4 2.5 2.5 2.9 2.5 3.3
Crushing 61.8 8.7 9.0 9.0 9.0 9.0 7.9 9.2
Engineering 32.0 5.5 5.2 4.7 4.3 4.4 3.9 4.0
Geology 28.6 4.0 4.2 4.2 4.2 4.2 3.6 4.3
Total (US$ M) 841.4 142.2 124.6 126.0 115.8 123.5 105.7 103.7
Mine Cost / t milled 114.37 136.56 116.57 117.47 108.09 115.38 112.77 94.61

 

 

Notes:

1     No change in the unit cost for lateral or vertical development, the resultant reduction is from less metres required per year as only mining the reserves.

2      Reduction in drill cost in 2025 and beyond reflects successful implementation of programmed Ikon detonators mine wide in 2024 significantly reducing the need to redrill the blastholes.

 

 

 

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21.2.2 Mill Operating

 

The mill operating cost estimates are based on recent actual costs provided by site. Similar to mining, the actual milling cost to the budgets is shown in above in Table 21.6 are shown to have increased between 2021 and 2023 for the 2024 Plan. The redistribution of accommodation, flight and freight costs to the direct costs of mill operations impacted the 2023 actuals resulting in the site G&A cost decreasing while the direct milling costs increase. Intercompany technology service cost allocations to the direct costs of mill operations have also impacted the 2023 actuals.

 

The overall mill operating cost estimate for the life of mine is US$185.0 million, as summarized by the cost center activities in Table 21.9 with the estimated life of mine mining cost of $25.14 per tonne milled comparing favourably to the prior three years $22.18 per tonne milled.

 

Table 21.9 – Life of Mine, Mill Operating Cost Estimate

 

Area Average Prior Three Years
(US$ / t milled)
LoM Average Unit Cost
(US$ / t milled)
LoM Total
Cost by
Activity
(US$ M)
Labour 5.71 5.40 39.76
Flights and Accommodations 0.82 1.17 8.60
Energy 2.53 2.23 16.40
Contractors and Technical Services 2.34 4.03 29.65
Reagents, Consumables and Supplies 5.79 5.88 43.27
Freight 0.28 0.84 6.20
Maintenance 4.71 5.59 41.13
Total 22.18 25.14 185.01

 

These operating unit costs form the basis for all reserve financial and economic testing through generation of a final reserve cashflow.

 

Operating unit cost estimates are based on recent actual costs. The costs are estimated in 2024 dollars with no inflation or escalation considered. The estimates consider current and expected labour headcount and salaries, flights and accommodations, contractor spending, major consumables and unit prices, energy costs, freight and maintenance costs. The total mill operating cost estimate includes all site costs related to the milling, as well as mill- related regional office costs.

 

The Mill Operating Costs at the mine site have been reviewed by the QP and found to be reasonable for a conventional gold milling plant with thickened tailings deposition.

 

The expenditure pattern for the mill operating costs is depicted in Table 21.10.

 

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Table 21.10 – Annual Mill Operating Cost Breakdown

 

Area LoM 2024 2025 2026 2027 2028 2029 2030
Labour 39.76 5.68 5.68 5.68 5.68 5.68 5.68 5.68
Flights and Accommodations 8.60 1.23 1.23 1.23 1.23 1.23 1.23 1.23
Energy 16.40 2.33 2.36 2.37 2.36 2.36 2.23 2.39
Contractors and Technical Services 29.65 4.24 4.24 4.24 4.24 4.24 4.24 4.24
Reagents, Consumables and Supplies 43.27 6.12 6.29 6.31 6.30 6.29 5.51 6.44
Freight 6.20 0.88 0.90 0.90 0.90 0.90 0.79 0.92
Maintenance 41.13 5.82 5.98 6.00 5.99 5.98 5.24 6.13
Total (US$ M) 185.01 26.30 26.67 26.72 26.71 26.68 24.91 27.03
Mill Cost / t milled 25.14  25.26  24.95  24.90  24.91  24.94  26.59  24.66

 

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21.2.3 General And Administrative Operating

 

General and Administrative costs are comprised of general site and regional office costs, safety and security, site services, environmental and social expenditures, community relations, and other site administrative and support costs, as depicted by the unit cost factors in Table 21.11. The overall General and Administrative (G&A) operating cost estimate for the LoM is US$ 313.9 million.

 

Table 21.11 – General and Administrative Unit Cost Factors for Determining the 2024 Budget

 

Description Value Unit
Exchange Rate 0.75 US$ / CA$ 
Plant 8.21 US$ M /year
Administration 18.91 US$ M /year
Safety 2.66 US$ M /year
Human Resources 1.06 US$ M /year
Sustainability 1.10 US$ M /year
First Nations Payments and Freight 0.60 US$ M /year
Treatment and Refining 2.44 US$ /ounce recovered
Environmental 1.13 US$/ore tonne milled
First Nation Agreements 27.83 US$/ounce recovered
Royalties    
293569004 Royalty MSW Bros 30,000 US$ /year
293569005 Royalty Franco 24.48 US$ /ounce recovered

 

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22 ECONOMIC ANALYSIS

 

22.1 Overview

 

The economic analysis presented in this Section contains forward-looking information under Canadian securities law. The results of the analysis rely on inputs that are subject to known and unknown risks, uncertainties, and other factors, which may cause actual results to differ materially from those presented here.

 

The economic analysis is based on the discounted cash flow (DCF) method on a pre-tax and after-tax basis. Current Federal and Provincial (Ontario) tax regulations were used to assess corporate tax liabilities. The key metric determined in the analysis is the Net Present Value (NPV) at a discount rate of 5%. A sensitivity analysis was carried out to assess the impact of variations in gold price, Capex, Opex, head gold grade on the NPV.

 

For the purposes of the evaluation, it is assumed that the operations are established within a single corporate entity. The Project has been evaluated on an unlevered, all-equity basis.

 

The production schedule used in this analysis is based on the LoM Production Plan and the Plant Production Schedule outlined in Sections 16 and 17, respectively. The capital and operating costs are taken from the estimates detailed in Section 21.

 

All costs and pricing are in Q4 2023 US dollars. The base date of the economic analysis is 1st January 2024, and the analysis utilizes production projections for the Year 2024 (refer to Section 22.11). No provision is made for the effects of inflation in this analysis.

 

22.2 Forward Looking Information

 

The results of the economic analyses discussed in this section represent forward-looking information as defined under Canadian securities law. The results depend on inputs that are subject to known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those presented here. Forward-looking information includes assumptions and estimations of:

 

Price of gold;

 

Amount of mineral reserves and the associated gold grade;

 

Mine production plan;

 

Mining dilution and mining recovery;

 

Geotechnical and hydrogeological considerations during mining;

 

Process plant production plan;

 

Recovery rates of gold in the processing plant;

 

Ability of plant, equipment, processes to operate as anticipated;

 

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Sustaining and operating costs;

 

Closure costs and unforeseen reclamation expenses;

 

Environmental, social, and licensing risks;

 

Ability to maintain social license to operate;

 

Royalty agreements; and

 

Taxation policy and tax rate.

 

22.3 Assumptions

 

The following assumptions were made in the development of the economic analysis:

 

A reference date of 1st January 2024 was used for the analysis. The analysis utilizes production projections for the Year 2024 (refer to Section 22.11).

 

Revenue from the Project is derived from the sale of gold doré only.

 

All gold doré is sold in the same year that it is produced.

 

The existing contractual arrangements for the sale of gold doré will remain in place until the end of the mine life.

 

No penalty elements will be present in the gold doré over the remaining life-of-mine.

 

The existing royalty agreements applicable to the Project will remain in place until the end of the mine life.

 

Corporate tax liabilities were calculated using current Federal and Provincial (Ontario) tax regulations.

 

Ontario Mining Tax is deductible for federal and provincial income tax purposes.

 

A long-term gold price of US$2,150 was selected based on consensus analyst estimates.

 

A long-term US Dollar to Canadian Dollar exchange rate of 1.00 USD:1.33 CAD, assumed constant over the LoM.

 

Discount rate of 5%.

 

All costs and pricing are in Q4 2023 US dollars. No provision is made for the effects of inflation in this analysis.

 

No salvage or residual value was considered from the sale of equipment or other assets at the end of the LoM.

 

22.4 Economic Analysis Parameters

 

The key parameters utilized in the financial analysis are summarized in Table 22.1.

 

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Table 22.1 – Economic Analysis Parameters

 

Description Units Value
Macroeconomic Parameters    
Gold Price $/oz 2,150
Exchange Rate USD:CAD 1.00:1.33
Discount Rate % 5.0
Project Parameters    
Remaining Mine Life years 7
Mineable Mineral Reserves Mt 7.4
Ore Grade Mined (LoM average) g/t Au 6.2
Annual Mill Throughput (LoM average) ktpa 1,051
Gold Recovery (LoM average) % 96.0
Gold Payability (LoM average) % 99.95
Gold Sold (LoM average) koz/y 202
Capital Cost Estimates    
Sustaining Capital (LoM) $ M 301
Closure Capital $ M 105
Unit Operating Costs Estimates (LoM Average)    
Mining $/oz 595
Processing $/oz 131
General & Administrative $/oz 195
Freight $/oz 2
Royalties $/oz 58
Total $/oz 981
Cash Cost Metrics1    
Cash Costs (LoM Average) $/oz 941
All-In Sustaining Cost (LoM average) $/oz 1,269

1 - Cash costs and All-in Sustaining Costs (AISC) and free cash flow are non-GAAP financial measures or ratios and have no standardised meaning under IFRS Accounting Standards (“IFRS”) and may not be comparable to similar measures used by other issuers.

Cash Costs

The Company calculates total cash costs as the sum of operating costs, royalty costs, production taxes, refining and shipping costs, net of by-product silver credits. Cash costs per ounce is calculated by taking total cash costs and dividing such amount by payable gold ounces. While there is no standardized meaning of the measure across the industry, the Company believes that this measure is useful to external users in assessing operating performance.

All-In Sustaining Cost (AISC)

The Company has provided AISC performance measures that reflect all the expenditures that are required to produce an ounce of gold from operations. While there is no standardized meaning of the measure across the industry, the Company's definition conforms to the AISC definition as set out by the World Gold Council in its guidance dated November 14, 2018. The Company believes that this measure is useful to market participants in assessing operating performance and the Company's ability to generate cash flow from operating activities.”

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22.5 Gold Production

 

A total of 1,414 koz of gold will be produced over the remaining life of mine. An overview of the gold production on an annual and cumulative basis is presented in Figure 22.1.

 

It is assumed that the existing payment terms for gold sales will remain in place for the remaining mine life. These terms consider a gold payability of 99.95% and include a treatment and refining charge of US$0.65/oz. It is anticipated that no penalties will be applicable to the gold doré.

 

Figure 22.1 – Gold Sales on an Annual and Cumulative Basis

 

 

Source: DRA, 2024

 

22.6 Capital Expenditures

 

The Sustaining Capital and Closure Capital costs have been distributed across the remaining life of mine. Figure 22.2 provides an overview of the capital expenditures over the remaining LoM. The tail of Closure Capital expenditures in later years is not shown for clarity.

 

The closure capital estimate considered in this analysis is based on the current Closure Plan. It is understood that the mine is advancing a range of ongoing studies to support the protection of the environment and the implementation of mitigative measures, which may result in possible additional mitigations and closure measures to be incorporated into the next Closure Plan update.

 

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Figure 22.2 – Sustaining and Closure Capital Costs over the Project (tail of Closure Capital
Expenditures not shown)

 

 

Source: DRA, 2024

 

22.7 Royalties

 

There are a number of active agreements for the payment of royalties from the Project to third parties, on the basis of either Net Smelter Return (NSR) or Net Profit Interest (NPI). The royalties modelled in this analysis include:

 

· Franco Nevada Royalty: A 5% NPI royalty.

 

· Aggregate Royalties / Other Payments: Modelled using an equation to cover annual payments due to the Musselwhite Brothers, First Nations, and as per the Mish Cooperation Agreement.

 

Based on interpretation of available data at the time of this Report, the total estimated royalty payments over the remaining life of the Project are $82.5 M.

 

22.8 Taxation

 

The tax calculations for the Project are developed on the basis of current Federal and Provincial (Ontario) tax regulations.

 

22.8.1 Income Taxes

 

The income tax rates applied are:

 

· 15% for federal income tax; and

 

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· 10% for provincial (Ontario) income tax, which includes the Manufacturing and Processing Tax Credit.

 

The income tax basis was calculated by subtracting the following deductions allowed by tax regulations from the estimated taxable income:

 

· Capital Cost Allowances (CCA);

 

· Canadian Development Expense (CDE) allowances;

 

· Canadian Exploration Expense (CEE) allowances; and

 

· Tax losses, which are allowed to be carried forward twenty years and carried back three years.

 

The total estimated income tax paid over the remaining life of the Project is $241 M.

 

22.8.2 Mining Tax

 

The Project is designated as a ‘Remote Mine’ as per Ontario Mining Tax regulations, based on the 2023 Ontario Mining Tax filing. On this basis, the mining tax rate applied is 5%.

 

An annual profit exemption of CA$500,000 is applicable to the Ontario Mining Tax determination. The tax basis was calculated by subtracting the following deductions allowed by tax regulations from the estimated taxable income:

 

· Depreciation allowance (mining, processing, and transportation assets);

 

· Exploration and development expenditures allowance; and

 

· Processing allowance.

 

The total estimated Ontario Mining Tax paid over the remaining life of the Project is $57 M. The Ontario Mining Tax is deductible from income derived from mining operations in the determination of federal and provincial income tax.

 

22.9 Financial Analysis Results

 

At a long-term gold price of $2,150 per ounce and a discount rate of 5%, the results of the economic analysis indicate a positive pre-tax NPV of $1,037 M and a positive after-tax NPV of $782 M.

 

Figures 22.3 and 22.4 present the annual and cumulative free cash flows of the project on a pre-tax and after-tax basis, respectively. A summary of the economic model is presented in Table 22.2. The tail of Closure Capital expenditures in later years is not shown for clarity, however these expenditures are included in any totals.

 

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Figure 22.3 – Pre-Tax Free Cash Flow (Annual and Cumulative) (tail of Closure Capex
payments not shown)

 

Source: DRA, 2024

 

Figure 22.4 – After-Tax Free Cash Flow (Annual and Cumulative) (tail of Closure Capex
payments not shown)

 

Source: DRA, 2024

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Table 22.2 – Economic Model Summary (Tail of Closure Capex Payments Not Shown)

                           
Period     Y1 Y2 Y3 Y4 Y5 Y6 Y7 Y8 Y9
Period End     2024 2025 2026 2027 2028 2029 2030 2031 2032
Mine Operating     Y Y Y Y Y Y Y N N
Plant Operating     Y Y Y Y Y Y Y N N
MACROECONOMIC ASSUMPTIONS   (Tot. / Avg.)                  
Gold Price ($/oz)   $2,150 $2,150 $2,150 $2,150 $2,150 $2,150 $2,150 $2,150 $2,150
Exchange Rate (USD:CAD)     1.33 1.33 1.33 1.33 1.33 1.33 1.33 1.33 1.33
PRODUCTION   (Tot. / Avg.)                  
Ore Mined (ktonnes)   1,041.1 1,068.9 1,072.6 1,071.5 1,070.2 936.9 1,095.7 - -
Ore Milled (ktonnes)   1,042.2 1,068.9 1,072.6 1,071.5 1,070.2 936.9 1,095.7 - -
Head Grade (g/t)   5.9 6.1 6.9 5.8 7.4 6.1 5.4 - -
Gold Recovery (%)   95.9 95.9 96.1 95.9 96.1 95.9 95.9 - -
Payable Gold Produced (koz)   190.9 200.7 227.4 192.5 244.5 176.0 181.1 - -
REVENUE   (Tot. / Avg.)                  
Net Revenue ($'000s) $3,037,514  $410,381 $431,351 $488,868 $413,839 $525,452 $378,383 $389,241 - -
OPERATING COSTS   (Tot. / Avg.)                  
Operating Costs Applicable to Sales ($'000s) $1,387,095 $217,191 $201,983 $207,209 $193,244 $207,778 $180,100 $179,588 - -
Mining Opex ($'000s) $841,390 $142,169 $124,603 $125,997 $115,821 $123,479 $105,656 $103,666 - -
Process Opex ($'000s) $184,990 $26,309 $26,663 $26,712 $26,698 $26,680 $24,908 $27,020 - -
G&A Opex ($'000s) $275,470 $39,038 $39,339 $40,089 $39,116 $40,560 $38,505 $38,824 - -
CAS Change in Inventory ($'000s) $215 $215 - - - - - - - -
Transportation Costs ($'000s) $2,530 $342 $359 $407 $345 $438 $315 $324 - -
Royalty / Other Payments ($'000s) $82,499 $9,120 $11,018 $14,004 $11,265 $16,622 $10,717 $9,754 - -
Operating Costs - Other (Cash) ($'000s) $7,133 ($196) $2,862 $18 $1,978 $18 $18 $18 $1,208 -
CAPITAL COSTS   (Tot. / Avg.)                  
Sustaining Capital ($'000s) $300,575 $79,989 $57,255 $57,723 $33,813 $40,334 $20,596 $10,866 - -
Closure Capital ($'000s) $104,735 - - - $908 $1,815 $959 $1,152 $59,428 $20,091
Total Capital Costs ($'000s) $405,311 $79,989 $57,255 $57,723 $34,720 $42,149 $21,555 $12,019 $59,428 $20,091
Change in Net Working Capital ($'000s) $20,431 $16,862 $1,706 $1,406 ($1,271) $2,399 ($2,502) $1,830 - -
PRE-TAX CASH FLOW   (Tot. / Avg.)                  
Pre-Tax Cash Flow ($'000s) $1,217,545 $96,536 $167,546 $222,511 $185,166 $273,107 $179,211 $195,786 ($60,636) ($20,091)
Cumulative Pre-Tax Cash Flow ($'000s)   $96,536 $264,081 $486,592 $671,758 $944,865 $1,124,076 $1,319,861 $1,259,225 $1,239,134
TAXES   (Tot. / Avg.)                  
Income Taxes ($'000s) $241,253 $22,897 $33,804 $48,893 $36,774 $62,779 $36,264 $28,932 ($18,756) ($7,540)
Ontario Mining Tax ($'000s) $56,660 $5,586 $7,435 $9,663 $7,304 $11,413 $7,142 $8,118 - -
AFTER-TAX CASH FLOW   (Tot. / Avg.)                  
After-Tax Cash Flow ($'000s) $919,632 $68,053  $126,307  $163,955  $141,087  $198,915 $135,804 $158,736 ($41,880) ($12,550)
Cumulative After-Tax Cash Flow ($'000s)   $68,053 $194,360 $358,315 $499,403 $698,318 $834,123 $992,858 $950,978 $938,427

Source: DRA, 2024

 

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22.10 Sensitivity Analysis

 

A sensitivity analysis was carried out, using the base case described above as a starting point, to assess the impact of changes in the price of gold, Capex (Sustaining and Closure), Opex, and head grade on the Project NPV at 5% discount rate. The impact of each variable is examined individually with an interval of ±20% and increments of 10% applied. The results of the sensitivity analysis are presented in Tables 22.3 and 22.4 as well as Figures 22.5 and 22.6.

 

The NPV is most sensitive to variations in the gold price and head grade followed by Opex and then Capex. The impacts of changes in the gold price and head grade are almost identical as both of these factors directly impact the gross revenue. Overall, the NPV remains positive even at the lower end of the gold price and head grade ranges tested.

 

Table 22.3 – Sensitivity of Project Pre-Tax NPV to Gold Price, Capex, Opex and Head Grade

 

Price Units -20% -10% Base +10% +20%
NPV @ 5.0% $M 540  788 1,037  1,286  1,534
Opex Units -20% -10% Base +10% +20%
NPV @ 5.0% $M  1,252  1,145  1,037  929  822
Capex Units -20% -10% Base +10% +20%
NPV @ 5.0% $M  1,102  1,070  1,037  1,004  972
Grade Units -20% -10% Base +10% +20%
NPV @ 5.0% $M  553  795  1,037  1,279  1,521

 

 

Table 22.4 – Sensitivity of Project After-Tax NPV to Gold Price, Capex, Opex and Head Grade

 

Price Units -20% -10% Base +10% +20%
NPV @ 5.0% $M 426 604 782 960 1,138
Opex Units -20% -10% Base +10% +20%
NPV @ 5.0% $M 936 859 782 705 628
Capex Units -20% -10% Base +10% +20%
NPV @ 5.0% $M 831 806 782 757 733
Grade Units -20% -10% Base +10% +20%
NPV @ 5.0% $M 436 609 782 955 1,128

 

 

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Figure 22.5 – Sensitivity of Project Pre-Tax NPV to Gold Price, Capex, Opex and Head Grade

 

Source: DRA, 2024

 

Figure 22.6 – Sensitivity of Project After-Tax NPV to Gold Price, Capex, Opex and Head Grade

 

Source: DRA, 2024

 

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22.11 2024 Production Projections versus Actuals

 

This analysis utilizes projections for 2024 rather than actual operating data. Table 22.5 provides a comparison between the projections for 2024 (Nine Months Ended September) versus the actual operating data for this period reported in public disclosures. The full-year 2024 projections considered in this analysis have been scaled linearly to estimate the projections for 2024 Nine Months Ended September to enable a comparison with the actual operating data.

 

In general, the actual operating data appears to be reasonably aligned with the projections for 2024 Nine Months Ended September, particularly in terms of the amount of ore mined and processed. The actual gold production is higher than the projection, driven primarily by a higher average ore head grade and slightly higher average gold recovery. The actual Costs Applicable to Sales and Cash Costs metrics are also within 5% of the projection.

 

Table 22.5 – Comparison between the 2024 Nine Months to September Actual Operating Statistics versus the Projection

 

Parameter Units 2024 FY 2024 Nine Months to
September 
Projection Projection Actual
Throughput, Ore Mined kt 1,042 782 780
Grade, Ore Mined g/t Au 5.944 5.944  
Throughput, Ore Milled kt 1042 782 779
Grade, Ore Milled g/t Au 5.944 5.944 6.487
Contained Metal, Ore Milled koz 199 149 161
Recovery, Ore Milled % 95.9 95.9 96.3
Produced Metal koz 191 143 155
Costs Applicable to Sales $ millions 211 159 163
Cash Costs   1,064 1,064 1,050

 

 

The 2024 Nine Months to September projection has been developed by linearly scaling the 2024 Full Year projection

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23 ADJACENT PROPERTIES

 

There are several exploration properties held by competitors or individuals (and/or estates) in the Musselwhite Mine region, including the following landholdings:

 

Romios Gold Resources Inc.;

 

Steven Dean Anderson;

 

Fortescue Canada Ltd.;

 

Last Resort Resources Ltd.;

 

Perry Vern English;

 

Gravel Ridge Resources Ltd.;

 

Dixon Metals Corp., and

 

2609572 Ontario Inc.

 

A regional location map summarizes the relative locations and sizes of these adjacent and proximal properties in Figure 23.1. The relevant data was provided to DRA by the Musselwhite site team, and subsequently verified by the current Geology and Resources QP using the Mining Lands Administration System (MLAS) of Geology Ontario.

 

Details on information and/or data availability for the named claimholders is presented here:

 

1. Romios Gold Resources Inc.

 

Romios Gold Resources Inc. (Romios) holds several claims packages adjacent or contiguous to the Musselwhite’s mining and exploration claims. These properties include the Lundmark-Akow Lake, North Caribou River, Arseno Lake, Eyap Lake and Markop project areas (Table 23.1).

 

Table 23.1 – Romios Gold Resources Inc.

 

Claim Package Name Area
(ha)
Claim
#
Target Commodity Exploration Activities
Lundmark-Akow Lake 7,808 414 Volcanogenic Massive Sulphide
(Cu-Au-Ag+/-Zn-Pb) system
Diamond Drilling, VTEM-Aeromagnetic surveys, Max-Min, VLF, Gravity and TDEM surveys  
North Caribou River 1,073 55 Shear hosted Gold Grassroots work adjacent to a heavily drilled fault structure
Arseno Lake 1,654 86 Bathurst-type Base Metal Sulphide Zone within Banded Iron Formation Grassroots project along strike from the nearby Arseno Lake Pb-Zn-Ag+/- Au deposit
Eyap Lake new target area No data No data No data No data
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Claim Package Name Area
(ha)
Claim
#
Target Commodity Exploration Activities
Markop Lake 5,861 298 Gold in BIF Grass-roots exploration focussing on a new target model for this area, Timiskaming-type, basin-bounding fault- controlled gold
Total 16,396+ 853+    

 

 

2. 2609572 Ontario Inc.

 

According to public record, 2609572 Ontario Inc. (based in Sioux Lookout) had a permit awarded (March 15, 2022) for early exploration activities (mechanized drilling); however, the target commodity is not noted in the public domain. The claim package consists of 81 claims and is located approximately 43 km northeast of the Musselwhite Mine and SW of Kingfisher First Nation, within the Misamikwash Lake Area District of Kenora Northwest Region, Ontario.

 

3. Fortescue Canada Ltd.

 

Fortescue (https://fortescue.com) is an Australian-owned clean energy producer formerly focused on iron ore. There was nothing found in DRA’s search of public information regarding ongoing exploration activities in the vicinity of Musselwhite.

 

4. Last Resort Resources Ltd.

 

Founded in 2020, Last Resort Resources is a privately owned prospecting company. Their work appears mostly focused on lithium/spodumene exploration. There was no identifiable information located on the company’s website with respect to its filed claims in the Musselwhite area.

 

5. Gravel Ridge Resources Ltd.

 

The Gravel Ridge Resources website only presented an exploration permit for early exploration activities for another property located to the southwest of the Musselwhite claims; it does not indicate interest in any of the claims identified in the vicinity of Musselwhite as per Figure 23.1. Locations of claims identified in the public records found by DRA are not those identified on the provided map.

 

6. Perry Vern English

 

Public records suggest Perry Vern English was an independent prospector who has recently joined GoldON Resources as a Strategic Advisor (goldonresources.com). GoldOn’s properties appear to be located chiefly around the Madsen, Red Lake and Pickle Lake Areas, with their focus on gold +/- silver targets. Regardless, no information was found by DRA regarding activities associated with the claims identified in Figure 23.1.

 

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7. Steven Dean Anderson

 

The environmental registry of Ontario includes permit applications submitted by Steven Dean Anderson but none of these are related to the claims identified as internal to Musselwhite’s exploration claims package to the northwest.

 

8. Dixon Metals Corp.

 

No publicly available information on any legal entity or otherwise named Dixon Metals Corp. could be located, although the name is identified as holding claims (Figure 23.1). The claim area on the map is located approximately 48 km east of the Musselwhite Mine.

 

However, the Geology and Resources QP for the current Technical Report has been unable to verify any of the described activities related to adjacent properties. As such, this information is not necessarily indicative or related to the mineralization and resources described for the Musselwhite Mine in this report.

 

All relevant data included here was provided to DRA by the Musselwhite site team, and subsequently verified by the current Geology and Resources QP using the Mining Lands Administration System (MLAS) of Geology Ontario.

 

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Figure 23.1 – Location Map of Adjacent and Proximal Properties

 

Source: Orla, 2024

 

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24 OTHER RELEVANT DATA AND INFORMATION

 

No additional information or explanation is necessary to make this Technical Report understandable and not misleading.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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25 INTERPRETATION AND CONCLUSIONS

 

25.1 Conclusions

 

25.1.1 Geology and Exploration

 

The Musselwhite Mine is considered an advanced property and has produced over five million ounces over its 27+ year mine life.

 

The geology and related controls on mineralization are well studied and clearly understood.

 

The procedures and protocols followed have been proven over the years.

 

Notable exploration work dates back to the 1930’s with the first geological map of the North Caribou Greenstone Belt produced in 1938. Later exploration work included an airborne magnetometer survey in 1960 followed up by geological and geophysical surveys on the Karl Zeemal property by in 1963. 18 diamond drill holes were drilled around Zeemal Lake and an additional Eight holes in area of Karl and Markop Lakes in 1962-63.

 

Dome Exploration Ltd. exploration activities resulted in the discovery of the “West Anticline Zone” in 1980 and followed up with airborne magnetic and electromagnetic geophysical survey over the area surrounding the Musselwhite deposit.

 

In 1984 an exploration decline into the West Anticline Zone and delineated gold deposits totaling approximately 540,000 ounces. In 1985, the Ontario Geological Survey performed an extensive Airborne Magnetic and Electromagnetic survey of the North Caribou Greenstone Belt, and extensive surface drilling continued by Dome Mines Ltd focused on the East Bay Synform in 1986.

 

In 1987-88, extensive mapping, prospecting, trenching and diamond drilling was performed along the mineralized Karl-Zeemal iron formation including Zeemal lake property.

 

From 2005 though 2018 Goldcorp Canada Inc. continued exploration drilling along the mineralized trend identified by Power Explorations Inc. in their 1988 drilling.

 

Finally, starting in 2019 – Newmont Corporation began a greenfield exploration program within Newmont-Goldcorp northern tenement along NCGB, and the near-mine Karl Zeemal target area, and in 2023 performed outcrop sampling program, and a 30,319 Ha2 fixed-wing airborne gravity gradiometric survey.

 

While some deficiencies are described within this report, it is the QP’s opinion that there are no significant geology, exploration or drilling related issues that jeopardize the Musselwhite Mine’s ongoing viability.

 

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Ongoing exploration and infill drilling is warranted to continue replacing extracted Mineral Reserves and add to the overall Resource base via a combination of potential mine-scale zone extensions and/or new discoveries within the greater property land package.

 

25.1.2 Data Verification and Mineral Resources

 

It is the QP’s opinion that the geological interpretation and related data are valid for the estimation of Mineral Resources. The assumptions made and methodology applied are considered reasonable and representative of typical banded iron formation-hosted Archean gold mineralization systems. As such, the QP considers the presented Mineral Resources to have been prepared in accordance with current CIM standards, definitions and guidelines for Mineral Resources Estimation.

 

25.1.3 Mineral Processing and Metallurgical Testing

 

Metallurgical test work completed on variability samples selected from across the current reserve show minor to no amounts of elements and minerals that are deleterious to gold recovery and reagent consumption. Ores to be processed over the current life-of-mine are consistently of moderate hardness, with respect to grinding. Gold recoveries are expected to remain high, on average, and are reasonably predicted by the 2023 site model, with occasionally lower gold recovery resulting from elevated sulfide sulfur content and potentially changing gold mineralogy. Sulfide sulfur content did not explain all recovery outliers and variability.

 

25.1.4 Mineral Resources Estimate

 

An updated Mineral Resource Estimate has been completed for the East and West Limb deposits at the Musselwhite Mine using new information from continued drilling and exploration work since the last publicly available technical report (AMEC, 2006). The effective date for the resources reported herein is December 31, 2023.

 

It is the QP’s opinion that the geological interpretation and related data are valid for the estimation of Mineral Resources. The assumptions made and methodology applied are considered reasonable and representative of typical BIF-hosted gold mineralization systems.

 

The Mineral Resource Estimate for the Musselwhite Mine includes Measured and Indicated Resources of 2,155 kt @ 4.25 g/t Au for 294 koz, and Inferred Resources of 1,188 kt @ 4.96 g/t Au for 190 koz.

 

The MRE has been prepared using a cut-off grade of not less than 3.80 g/t Au, and the underground Mineral Resources are reported using a gold price of US$ 1,600.

 

It is important to recall that Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. Additionally, there is no certainty that all or part of the Mineral Resources will be converted into Mineral Reserves.

 

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The QP considers the reported Mineral Resources to have been prepared in accordance with current CIM standards, definitions and guidelines for Mineral Resources Estimation.

 

The QP is also currently unaware of any legal, title, environmental, permitting, taxation, socioeconomic, geopolitical or other factor that may materially affect the Mineral Resources estimate presented in this report for the Musselwhite Mine.

 

It should be noted that although additional drilling has been completed subsequent to the effective date of this Report, the QP considers this drilling as not likely to have a significant effect on the overall resource reported herein.

 

25.1.5 Geotechnical Conclusions

 

Musselwhite Mine is an experienced underground operation with respect to geotechnical design. There is lower operation risk in the upper areas of the mine related to geotechnical events since these are at depths and in areas that Musselwhite Mine has demonstrated experience. There is higher operational risk in the deeper areas of the mine (PQ Deeps) due to increased seismic events. In 2023 there were few seismic events compared to 15 events from January to August 2024. There is clear evidence that the Musselwhite Mine has been addressing these geotechnical challenges through the updating and implementing procedures outlined in the GCMP and the SRMP. In addition, the Musselwhite Mine Rock Mechanics Department and corporate teams have been completing studies to address geotechnical challenges. Some examples include:

 

Completing local 3D numerical modeling studies to identify stress related issues (diminishing pillars);

 

Completing site visit reports and recommendations related to FOG and stress related events;

 

Completing studies to define changes to the ground support system due to increased seismic events;

 

Recommending changes to mine production sequence (using rock pre-conditioning in secondary stopes) and modifying stope designs to minimize stope dilution; and

 

Increasing coverage of the seismic system.

 

The future geotechnical challenges in mining deeper in the PQ Deeps has been identified in Section 25.3.4 under Mining Risks.

 

25.1.6 Recovery Methods

 

The Musselwhite processing facility was constructed in 1996 and began operations in 1997. The total operating life of the mill has been over twenty-five (25) years. Upgrades over time have increased the original processing design throughput from 3,200 tpd to 4,000 tpd, nominally. Mill throughput is currently limited to approximately 1.1 Mtpa by mine production, which is the current life-of-mine plan requirement. Average gold recovery has been above 95% over the last 15 years of

 

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operation. Based on the available metallurgical, plant and technical information provided, and a site visit, the current flow sheet and plant infrastructure is suited for processing the current LoM reserve.

 

25.1.7 Project Infrastructure

 

The existing surface infrastructure supports current mine production levels. With ongoing maintenance and necessary improvements, it is expected to continue meeting operational demands and support future growth.

 

25.1.8 Environmental Studies, Permitting and Social or Community Impact

 

Currently, the mine has the required permits to operate. Most of them are provincial and issued by the Ministry of Environment, Conservation and Parks (MECP) in Ontario. In addition, the Ministry of Natural Resources and Forestry (MNRF) has issued some Land Use Permits (LUPs) and aggregate permits for the project. The LUPs lease right of ways for power lines and access road to the Project. The aggregate permits were issued between 2001 and 2009 and allow the extraction of aggregates from areas in the vicinity of the East Pond and Zeemel Lake.

 

The site has extensive monitoring programs that are reported to regulatory agencies on a periodic basis, in accordance with regulatory requirements. Comprehensive surface and groundwater monitoring supports a detailed understanding of current conditions and is incorporated into predictive models to support risk mitigation and closure planning

 

The mine is advancing a wide range of ongoing studies related to the environmental and geotechnical performance of the TSF, as well surface water and groundwater modelling to support the protection of the environment and the implementation of mitigative measures. The studies, including the evaluation of closure cover requirements, options for transitioning the groundwater interception system to closure, and the possible requirement for additional mitigations and closure measures will be incorporated into the next Closure Plan update.

 

25.1.9 Economic Analysis

 

Based on the available information, the Project has a positive after-tax NPV of $782 M using a discount rate of 5%. The sensitivity analysis indicates that the Project economics are most sensitive to the gold price and ore head grade. Even with a gold price 20% below the base case of $2,150/oz, the Project maintains a positive after-tax-NPV.

 

25.1.10 Adjacent Properties

 

Apart from the active drilling at Romios’ Lundmark-Akow Lake project, exploration work at any of the other adjacent and/or contiguous properties appears to be very early (i.e., grassroots) in nature or even non-existent.

 

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The QP does not foresee that the claim packages on adjacent properties will have any material impact on the Musselwhite property’s continued viability, particularly with appropriate tracking of competitor exploration activities.

 

25.2 Opportunities

 

25.2.1 Geology and Exploration

 

Several opportunities exist in the Project area within both the immediate mine area and the greater land package. At the mine scale, key target areas which could provide potential zone extensions include the PQ Deeps, Lynx, Esker and Redwings trends. At the property scale, there are numerous opportunities for the discovery of new satellite or stand-alone deposits; regional lithostratigraphic and structural interpretations of airborne geophysical data indicate the potential for other BIF-hosted gold deposits similar in nature to Musselwhite, in addition to other orogenic and/or intrusion-related gold systems. Regional exploration remains ongoing to help targeting and prioritization efforts.

 

25.2.2 Recovery Methods

 

This is a mature and proven brownfields mineral processing facility with a flowsheet and infrastructure that is suited for the life-of-mine production plan. No notable opportunities have been identified.

 

25.2.3 Capital and Operating Costs

 

Mill spending on contractors, technical services and maintenance is higher than expectations for a conventional gold mill of this size and may represent opportunities for cost savings for the upcoming LoM.

 

25.2.4 Adjacent Properties

 

There exist opportunities in the vicinity of the Musselwhite claim package to identify new mineralized trends and/or deposits that could extend onto contiguous claim blocks of adjacent properties. With any future exploration successes, it may prove prudent to acquire such adjacent claims and/or consider purchases once sufficient confidence in the geology and mineralization is attained. Moreover, because the Musselwhite land package is very large and contiguous, active and ongoing exploration activities presents the opportunity for the distribution of work credits to help maintain the land package until properly explored.

 

25.3 Risk Evaluation

 

Overall, the identified risks are assessed as posing low to no risk to the viability of the Musselwhite Mine.

 

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25.3.1 Data Verification

 

Risks identified during the 2023 internal Qualified Persons checks include:

 

There is difficulty in comparing the granularity captured in logging codes to the interpreted lithologies, despite the geology model being well constructed and reflective of the geological understanding of the deposit.

 

In some areas of the lower mine, there is a discrepancy between the geology recorded in the drilling to the back and face mapping of up to 5 metres. Investigations indicated that this is an issue caused by rotational errors in the mine surveys for different drifts. This will introduce challenges in producing a unified model that supports both short- and long-term planning due to the spatial discrepancies. Additionally, F1 reconciliation will not be as representative as the variance will be related to spatial inaccuracies rather than the comparison of short- and long-term models.

 

Given the limited delineation (infill) drilling opportunities in the Upper Lynx zone, the mineralization is showing wider in some areas of the resource model compared to reality. In order to mitigate this risk, the short-term planning group utilizes a short-term model that includes additional geological data (chip samples, mapping, etc.) for a more accurate representation of the mineralization.

 

Due to the unfavourable orientation of a few drill holes (down-dip of a parasitic fold limb) in the Redwings zone, additional drilling is required to better delineate the mineralization and improve confidence in some of the Inferred Resources in this area.

 

25.3.2 Mineral Processing and Metallurgical Testing

 

There are outliers in the variability test work database from which gold recovery is lower than historical plant performance and the database itself which may result in periodically lower recoveries in the plant and may indicate a change in metallurgy beyond the current life-of-mine plan.

 

25.3.3 Geotechnical Risks

 

Future mining in the PQ Deeps will result in increased Transverse Longhole mining methods at greater depths that are currently experienced at Musselwhite Mine. The potential mining risks associated with mining deeper at Musselwhite Mine include the following:

 

Production rate impacts (possible reductions) in the PQ Deeps areas due to increased seismic activity. Increased seismic activity will result in more frequent and larger rock bursts related events that will results in temporary work stoppages and replacement of damaged ground support. Additional issues might occur in redrilling of squeezed production drill holes, using just in time development (to minimize replacing damaged ground support) in some areas and increased pillar stress in secondary stopes (areas that will be a focus of seismicity).

 

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Increased operating costs due to changes in ground support (more dynamic ground support, thicker mess, extending mesh installation and using shotcrete) if required.

 

Potential stress related impacts to the permanent LoM infrastructure like the ramp. The ramp is located in the hanging wall and as the mine goes deeper the ramp could be impacted by seismic related events.

 

25.3.4 Mining Risks

 

The following factors represent challenges and risks for mining the Musselwhite orebody for the remaining LoM.

 

Heavy traffic on the 280 mL could limit the capacity of transferring ore from the TLO to the 460 mL dumping point. As presented in the LoM schedule, 60% of the ore will be hauled on this level.

 

The ventilation volume on the 280 mL will limit the quantity of heavy equipment to transport ore that could potentially impact the production from PD Deeps.

 

Heavy dilution from the seismicity could impact the mine productivity.

 

The actual portable cemented rockfill plants could a create bottleneck and delays in stopes backfilling in PQ Deeps. In the LoM, 60% of ore mined will be mined from this zone.

 

Heavy ground support due to the seismicity in at depth in PQ deeps will impact productivity and development costs.

 

Increase in distance to transport personnel underground in PQ Deeps zone will impact total mine production.

 

Distance from PQ Deeps existing infrastructure (repair shop, material transportation, etc.) will impact production.

 

25.3.5 Recovery Methods

 

This is a mature and proven brownfields mineral processing facility with a flowsheet and infrastructure that is suited for the life-of-mine production plan. No notable risks have been identified.

 

25.3.6 Tailings Storage Facility

 

Careful monitoring of excess porewater pressures during construction is required to ensure that the TSF maintains geotechnical stability

 

TSF geotechnical stability against static liquefaction is sensitive to phreatic level. Additional mitigations, such as installation of drainage layers to lower the phreatic surface, may be warranted to improve stability under worst case scenarios

 

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25.3.7 Economic Analysis

 

The Project economic performance is highly sensitive to the price of gold, as demonstrated in the sensitivity analysis. A key risk is the possibility of a significant decline in the price of gold during the life of the Project, which would negatively impact the Project economics. This risk is somewhat mitigated by the fact that the selected gold price used in the analysis is below the current spot gold price.

 

25.3.8 Adjacent Properties

 

The risk associated with the identification of new mineralized trends and/or deposits that could extend onto contiguous claim blocks of adjacent properties is that there are potentially large acquisition costs, whether needed for surface or mineral rights, NSRs, permitting requirements, etc.

 

Ongoing activities of adjacent and/or proximal properties should be monitored regularly to help control risk of any potential conflicts with adjacent property claim holders. Additionally, if Musselwhite’s own claims are not being actively tracked, there is always the risk of unnecessary and/or unplanned claims lapses due to lack of diligence in status review and missed renewal dates or failure to maintain required work credits.

 

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26 RECOMMENDATIONS

 

26.1 Geology and Exploration

 

26.1.1 Geology

 

Continue to improve understanding/interpretation of both large and small-scale structural elements that could affect zone delineation/continuity or give rise to previously unidentified zone/trend extensions (i.e., new exploration targets).

 

26.1.2 Resources

 

Additional infill drilling to increase confidence in the current resource base.

 

Additional extension/expansion drilling to add new Resources to the Inferred category for future upgrading.

 

Additional collection of density data, especially in previously unsampled areas (more pertinent at East Limb Deposits).

 

26.1.3 Exploration

 

Conduct additional lithogeochemical studies to help identify pathfinder elements and assess mass balance of alteration fronts (i.e., zonation) towards the development of new exploration targeting strategies.

 

Continue regional exploration programs focused on proximal targets/satellites, as well as more distal targets within the greater land package.

 

Consider Mobile Metal Ion (MMI) soil geochemistry testwork to help with earlier stage exploration targeting.

 

Continue underground drilling to target infill and extension in key mineralized zones. Consider resuming surface directional drilling at the PQ Deeps extension area (North Shore Drilling) to confirm continuity along the deposit plunge.

 

Outline a long-term plan to explore the broader mine lease area and regional claims for additional BIF-hosted and other orogenic gold mineralization systems.

 

26.2 Rock Testing

 

Further testing planned as Musselwhite Mine is developed deeper. Laboratory testing is performed by accredited labs using ASTM standards and International Society of Rock Mechanics suggested method for rock testing.

 

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26.3 Mineral Processing and Metallurgical Testing

 

The following items are recommended for further consideration regarding the Project's process operations:

 

Utilize the 2023 site gold recovery model while incorporating downside recovery risk of 2 to 4% within financial sensitivity analyses.

 

Pursue metallurgical test work outliers to determine cause(s), such as mineralogical analysis and gold deportment of leach test residues.

 

Align metallurgical test work with the progress of exploration to facilitate early identification of changing metallurgy, causes, and potential solutions (if justified).

 

Incorporate historical and future geometallurgical data within software designed to facilitate data analyses, gold production model development and support geometallurgical program management.

 

26.4 Mineral Resources Estimate

 

The following items are recommended for further consideration:

 

26.4.1 East Limb Deposits

 

Geological Model

 

Detailed discussion of the controls on mineralization should be undertaken with emphasis on specific zones (e.g., Upper Lynx). This will help with future estimations of domaining decisions and reduce the level of geological risk associated with this zone.

 

Modelling of the intraformational units within the HW Mafic package is an opportunity to increase the accuracy of the estimation in that area and add ounces to the resource. An indicator model may be helpful in defining areas of interest.

 

Density Measurements

 

It is recommended that density sampling frequency be increased in areas outside of known ore zones and to review the relevant procedure accordingly.

 

Review results of the ongoing density study to better understand the SG data set to inform future work. The QP recommends exploring the use of a density estimation for future updates, especially within the 4EA where the data set is most dense.

 

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26.4.2 West Limb Deposits

 

Geological Model

 

The Leapfrog geological model was considered a positive improvement for estimation. However, several recommendations can be made for future work, including:

 

Some small lithology volumes were delivered with the model which appear to be artifacts. It would be best if these can be cleaned up for future models.

 

Further interpretation of smaller scale structures and/or lithologies is likely required. For example, the Rifle 4E is a high-grade narrow structure that has been mined underground and should be properly represented in the geology model.

 

Avoid using a background mafic unit to have proper separation of distinct mafic packages for estimation purposes.

 

Density Measurements

 

It is recommended that density sampling frequency be increased and possible review of the procedure to emphasize taking SG samples on material outside of known ore zones.

 

It may also be recommended that a density sampling campaign be undertaken to gain more data from core that is currently on surface in storage.

 

Reconciliation

 

Monitor performance of the model as further reconciliation information is collected to ensure the estimate reflects a realistic scenario.

 

26.5 Mineral Reserve Estimate

 

In the next review of mining reserves, the QP recommends that the metal price be reviewed to align with current market trends. In the case of Musselwhite, the metal price may impact mining reserves.

 

26.6 Geotechnical Recommendations

 

Based on the reviews completed, the following are geotechnical recommendations:

 

Complete 3D numerical modeling studies that include Mineral Reserves, Resources, High and Low potential zones. The models should be calibrated using past seismic related failures. From these studies identify potential impacts to the mine production and the stability of LoM capital infrastructure related to seismicity.

 

Extend seismic system further in the PQ Deeps.

 

Update seismic risk assessment based on 2024 data (by ESG) to determine future seismic event potential.

 

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Complete additional studies as required based on the numerical modeling study results that may include changes to production sequence in the PQ Deeps, standard and dynamic ground support system reviews, changes to re-entry protocols, stope sizing review, expansion of stope pre-conditioning and just in time development approaches.

 

Retain and/or train existing underground geotechnical staff in mine seismicity related activities.

 

26.7 Recovery Methods

 

This is a mature and proven brownfields mineral processing facility with a flowsheet and infrastructure that is suited for the life-of-mine production plan. No notable recommendations have been made.

 

26.8 Tailings Storage Facility

 

Advance TSF closure cover design to facilitate optimal closure

 

As per recommendation by the ITRB, the option of adding a tailings desulfurization circuit to the process flowsheet should be re-evaluated

 

Continue to refine stability and deformation analysis of TSF performance to further optimize tailings deposition protocols to protect against liquefaction

 

Continue to evaluate a range of options to improve tailings deposition to achieve the planar tailings beaches (as per deposition plan) and maximize tailings storage capacity.

 

26.9 Environment

 

Advance closure cover design to facilitate optimal closure

 

Initiate focused studies on the potential for incorporating a constructed wetland treatment system to address a reasonable worst-case scenario for TSF seepage water quality

 

The option of adding a tailings desulfurization circuit to the process flowsheet should be re-evaluated in the context of ongoing geochemical evaluations of TSF performance.

 

Evaluate alternative (passive) means to support the long-term protection of Zeemel Lake

 

Initiate progressive reclamation and closure of areas of the TSF that have obtained closure configuration as soon as a closure cover design is finalized and approved.

 

Further enhance the existing wetland downstream of the Polishing Pond to allow for increased hydraulic retention time and improved performance

 

Continue monitoring cobalt in both surface and groundwater to better understand fate and transport in the context of evaluating the effectiveness of closure alternatives.

 

Continue the development and understanding of the hydrogeology and water quality conditions around the entire TSF (not just to the south) (ITRB, 2024).

 

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Complete a second phase of geochemical testing with focus on tailings acidification potential and effects (ITRB, 2024).

 

Complete an annual “checkup” into the natural wetland to identify and address any health issues before they affect treatment performance (ITRB, 2024).

 

Honour the commitments to the ICs and maintain a consistent approach in managing the social impacts and risks associated with the Musselwhite operations.

 

26.10 Capital and Operating Costs

 

A comprehensive review of contractors, technical services and maintenance spending is recommended to identify milling cost savings opportunities.

 

26.11 Adjacent Properties

 

Due to the aforementioned opportunities and risks associated with adjacent and/or nearby properties, the QP recommends that regular tracking of ongoing activities via MLS and other public sources should be monitored in order to allow for improved decision-making processes associated with landholdings.

 

The QP also recommends that it is critical to maintain an updated tracking system of current landholdings to ensure all financial obligations (or distribution of work credits) are met to avoid unplanned lapses of active claim blocks, preferably by a dedicated lands administrator or consulting service provider.

 

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27 REFERENCES

 

27.1 Geology

 

AMEC (2006, July). Review of Musselwhite Mine Operation, Ontario, Canada – NI 43-101 Technical Report (Prepared for Goldcorp Inc.)

 

AMEC (2003, March). Technical Report – Review of Musselwhite Mine Operations, Ontario (Prepared for Kinross)

 

Analytical Solutions Ltd. (2018, November), Review of Assay Quality Control Program - January to August 2018.

 

Andrews, A.J., Sharpe, D.R. and Janes, D.A. (1981). Preliminary reconnaissance of the Weagamow–North CaribouLake metavolcanic-metasedimentary melt, including the Opapimiskan Lake (Musselwhite) gold occurrence; Ontario Geological Survey, Miscellaneous Paper 100, p.196-202.

 

Barton, N.R., Lien, R. and Lunde, J. (1974). Engineering classification of rock masses for the design of tunnel support. Rock Mech. 6(4), 189-239.

 

Bieniawski, Z.T. (1976). Rock mass classification in rock engineering. In Exploration for rock engineering, proc. of the symp., (ed. Z.T. Bieniawski) 1, 97-106. Cape Town: Balkema.

 

Breaks F.W., Osmani I.A. and de Kemp E.A. (2001). Geology of the North Caribou Lake area, northwestern Ontario. Ontario Geological Survey, Open File Report 6023, 80 p.

 

Breaks, F.W., Bartlett, J.R., de Kemp, E.A. and Osmani, I.A. (1986). Precambrian geology of the Doubtful–Akowlakes area (Opapimiskan Lake project), Kenora District (Patricia Portion); Ontario Geological Survey, Preliminary Map P.2965.

 

Breaks, F.W., Bartlett, J.R., de Kemp, E.A. and Shield, H.N. (1985). Geological series, Precambrian geology, Eyapamikama Lake area, (Opapimiskan Lake project), Kenora District (Patricia Portion) Preliminary Map Series.

 

Breaks, F.W., Bartlett, J.R., deKemp, E.A., Finamore, P.F., Jones, G.R., MacDonald, A.J., Shields, H.N. and Wallace, H. (1984). Opapimiskan Lake project: Precambrian geology, Quaternary geology and mineral deposits of the North Caribou Lake area, District of Kenora, Patricia Portion; Ontario Geological Survey, Miscellaneous Paper 119, p.258-273.

 

DRA America Inc. (2024, November). Photos taken by author during site visit.

 

Emslie, R.F. (1962). Wunnummin Lake (NTS 53A), Ontario; Geological Survey of Canada, Map 1–1962

 

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Hill M.-L., Cheatle A.M. and Liferovich R. (2006). Musselwhite mine: An orogenic gold deposit in the western Superior province. Geological Association of Canada – Mineralogical Association of Canada joint annual meeting, May 14-17, Montreal, Program with Abstracts, 31:67.

 

McMillan N. (1996). Late Archaean, syn-amphibolite facies, lode-gold deposits overprinted by Palaeoproterozoic deformation, metamorphism and hydrothermal activity at Marymia, Western Australia. Unpublished PhD thesis. Department of Geology and Geophysics, The University of Western Australia, 261 p.

 

Newmont (2024). Core Shack and Core Storage Photos sent directly to author.

 

Newmont (2024). Geological Mapping Samples sent directly to author.

 

Newmont (2024). Musselwhite exploration Work Summary (In-house PowerPoint Presentation) – Musselwhite Mine, Canada

 

Newmont (2023, December 31). Qualified Persons Report – Musselwhite Mine, Canada

 

Newmont (2021, July). Resource Model QAQC Report for Musselwhite

 

Newmont (2023, July). Resource Model QAQC report for MusselwhiteNewmont, July 2022, 2022 Resource Model QAQC Report for Musselwhite

 

Ontario Geological Survey, 1985.

 

Ontario Mineral Inventory (2024, July). Website: https://www.geologyontario.mndm.gov.on.ca/mndmfiles/mdi/data/records/MDI53B09SW00007.html

 

Oswald W., Castonguay S., Dubé B., McNicoll V., Biczok J., Malo M. and Mercier-Langevin P. (2015). Geological setting of the world-class Musselwhite gold mine, Superior Province, northwestern Ontario: Implications for exploration. In: Dubé B. & Mercier-Langevin P. (Eds.) Targeted Geoscience Initiative 4: Contributions to the Understanding of Precambrian Lode Gold Deposits and Implications for Exploration. Geological Survey of Canada, Open File 7852, pp. 69-84

 

Oswald, W. (2018). Geology of the banded iron formation-hosted Musselwhite gold deposit, Superior Province, Ontario, Canada / Géologie du gisement aurifère encaissé dans des formations de fer Musselwhite, Province du Supérieur, Ontario, Canada. Thèse. Québec, Université du Québec, Institut national de la recherche scientifique, Doctorat en sciences de la terre, 511 p.

 

Otto A. (2002). Ore forming processes in the BIF-hosted gold deposit Musselwhite Mine, Ontario, Canada. M.Sc. thesis, Freiberg Institute of Mining and Technology, 86 p. and appendices.

 

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Piroshco, D.W., Shields, H.N. (1985). Geology and gold mineralization of the Eyapamikama Lake area of the North Caribou Lake greenstone belt, District of Kenora (Patricia Portion)

 

Satterly J. (1941). Geology of the Windigo-North Caribou lakes area.

 

SNC Lavalin, (2018, November). Closure Plan Amendment, Goldcorp Canada Limited, Musselwhite Mine

 

Stott, G.M., Corkery, M.T., Percival, J.A., Simard, M., and Goutier, J. (2010). A Revised Terrane Subdivision of the Superior Province. Summary of Field Work and Other Activities 2010, Ontario Geological Survey, Open File Report 6260: 20-1-20-2.

 

Thurston, P.C., Sage, R.P. and Siragusa, G.M. (1979). Geology of the Winisk Lake area, District of Kenora (PatriciaPortion); Ontario Geological Survey, Report 193, 169p.

 

27.2 Mineral Processing and Metallurgical Testing

 

Alcalde, J. (2022, September 22). Musselwhite Future Ores 2023-2025, Newmont Metallurgical Services.

 

Alcalde, J. (2022, September 23). Musselwhite Lynx 2022, Newmont Metallurgical Services.

 

Alcalde, J. (2022, September 23). Musselwhite PD Deeps Extension 1 Stage 2B/3, Newmont Metallurgical Services.

 

Alcalde, J. (2023, December 7). Musselwhite Future Ores 2026-2028, Newmont Metallurgical Services.

 

Shuey, S. (2021, December 7). Musselwhite Redwings Metallurgical Results, Newmont Metallurgical Services.

 

Weirmeir, D. (2023, August 25). Metallurgical Memo – Musselwhite Grade/Recovery Curve 2023, Newmont Canada.

 

27.3 Mineral Resources Estimate

 

Newmont. (2023, December 31). Musselwhite Mine, Ontario, Canada – Qualified Persons Report.

 

Newmont (2021, April 12). Musselwhite Mine, Ontario, Canada – 2021 West Limb (WEL) Resource Model Report.

 

Newmont (2023, November 15). Musselwhite Mine, Ontario, Canada – 2023 East Limb (EL) Resource Model Report.

 

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Newmont (2023, July 30). Musselwhite Mine, Ontario, Canada – 2023 Geological Model: East Limb, T-Antiform and Red Wing Areas Report.

 

Newmont (2021, February 9). Musselwhite Mine, Ontario, Canada – 2020 Geological Model: West Limb (WEL) Area Report.

 

27.4 Recovery Methods

 

Bisson, G. (2018, November 7). Property Risk Evaluation Report: Goldcorp Inc. - Musselwhite Mine.

 

Dugalic, M.M. (2018, September 25-27). Machinery Breakdown Risk Survey: Marsh Risk Consulting Corporate.

 

Hawcroft, (2022, June). Newmont Corporation Musselwhite Mine Industrial Special Risk Survey and Processing Operation Final Report.

 

Samuel Engineering (2018, December 21). Goldcorp Musselwhite Debottlenecking Study, SE Project No. 18205-01. Submitted to Goldcorp Inc.

 

27.5 Project Infrastructure

 

Ecometrix (2023, November 24). Source Model for the Musselwhite Mine Tailings Storage Facility.

 

Hawcroft (2022, June). Industrial Special Risk Survey – Mine, Surface and Processing Operation.

 

ITRB (2024, August 6). Musselwhite Independent Tailings Review Board, Summary Report of ITRB Review #6 – (June 25 – 27, 2024)

 

ITRB (2023, November 14). Musselwhite Independent Tailings Review Board, Summary Report of ITRB Review – September 2023 (ITRB Report 5)

 

Knight Piesold (2021, June 10). 2020 TSF Dam Safety Review.

 

Newmont (2021, July 16). Musselwhite Mine Dewatering system overview.

 

Newmont (2023, June 28). Musselwhite Village Upgrade Project, Project Execution Plan including Business Readiness Plan, Supplemental Stage 4 PEP.

 

Newmont (2023, July 10). Musselwhite Tailings Storage Facility Level 2 & 3 Risk Assessment Newmont, September 2024, Mine Rock Management Plan.

 

Piteau Associates (2023). Musselwhite Mine 2023 Biennial Groundwater Monitoring Report.

 

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WSP Canada Inc (2024, 2023, March 13). Dam Safety Inspection – Musselwhite Mine Tailings Storage Facility.

 

WSP Canada Inc (2023, March 23). Tailings Storage Facility Design Basis Report.

 

27.6 Environmental Studies, Permitting and Social or Community Impact

 

Ecometrix (2023, November 24). Source Model for the Musselwhite Mine. Tailings Storage Facility.

 

ITRB (2024, August 2). Musselwhite Independent Tailings Review Board – Report 6.

 

Lorax (2023, May 11). Performance Assessment for Musselwhite Mine Treatment Wetland.

 

Minnow (2022, December 22). Musselwhite Mine Phase 6 ECC Response Letter.

 

Minnow (2024, June). Musselwhite Mine 2022 to 2023. Surface Water Biennial Monitoring Report.

 

Newmont (2024a, October 1). Mine Rock Management Plan.

 

Newmont (2024b). Musselwhite Stakeholder Engagement Plan 2024.

 

Newmont (2024c, August). Management Presentation.

 

Newmont (2024d, October). 2024 Closure Plan Amendment, Goldcorp Canada Limited, Musselwhite Mine.

 

Newmont (2024e). 2023-climate-performance-update.

 

Piteau Associates (2021, October). Musselwhite Mine 2021 Groundwater Closure Design Update.

 

Piteau Associates (2023, June). Musselwhite Mine. 2023. Biennial Groundwater Monitoring Report.

 

SNC-Lavalin (2018, November). Technical Report – Closure Plan. Musselwhite Mine, Thunder Bay, Ontario.

 

WSP Canada Inc. (2024, March). Emission Summary and Dispersion Modelling Report. Musselwhite Mine.

 

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28 ABBREVIATIONS

 

Abbreviation Description
μm Microns, Micrometre
μm/m3 Micron per Cubic Metre
' or ft Feet
" or in Inch
$ Dollar Sign
$/oz Dollar per Ounce
$/t Dollar per Metric Tonne
% Percent
~ Approximately Equal to
Inferior to
Superior to
° Degree
°C Degree Celsius
ºF Degree Fahrenheit
2D Two-Dimentional
3D Three-Dimensional
3R Reserve and Resource Review
 
AA Atomic Absorption
ACB Air Contaminants Benchmarks
Actlabs Activation Laboratories
Ag Silver
AGG Airborne gravity Gradiometry
Ai Bond Abrasion Index
AISC All-in Sustaining Costs
Al Aluminum
Amp Amphibole
AP Acid Potential
ARD Acid Rock Drainage
As Silver
ASTM ASTM Standards
Au Gold
 

 

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Abbreviation Description
Ba Barium
BBC Big Boyd Crusher
Be Beryllium
BEV Battery Electric Vehicle
BIF Banded Iron Formation
BML Base Metallurgical Laboratory
Bt Biotite
Bwi Bond Ball Mill Work Index
 
C Carbon
ca. Circa
CAD or CA$ Canadian Dollar
CA$/t Canadian Dollar per Tonne
Cal Calcite
CAl Organic Carbon
Capex Capital Cost Estimate
CCA Capital Cost Allowances
CCTV Closed-Circuit Television
Cd Cadmium
CDE Canadian Development Expense
CDF Cumulative Distribution Function
CEE Canadian Exploration Expense
CFM Cubic Feet per Minute
CIL Carbon-in-Leach
CIM Canadian Institute of Mining, Metallurgy and Petroleum
CIP Carbon-in-Pulp
cm Centimetre
CMS Cavity Monitored Survey
Co Cobalt
COC Constituents of Concern
CofA Certificate of Approval
CoG Cut-off Grade
CoPC Contaminants of Potential Concern
Cr Chromium

 

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Abbreviation Description
CRF Consolidated Rockfill
CRF Cemented Rockfill
CRM Certified Reference Material
Cu Copper
CV Coefficient of Variation
 
DCF Discounted Cash Flow
DDCRM Double-Deck Continuous Ring Mill
DDH Diamond Drill Hole
DEM Digital Elevation Model
DHSS Drill Hole Spacing
Dol Dolomite
DRA DRA America Inc.
DSO Deswik Stope Optimizer
 
EA Environmental Assessment
ECA Environmental Compliance Approval
ECC Environment and Climate Change
EEM Environmental Effects Monitoring
EIS Environmental Impact Statement
EoR Engineer of Record
 
FA Fire Assay
FAA Fire Assay with AA Finish
FAR Fresh Air Raise
Fe Iron
FIFO Fly-In Fly-Out
FIFT Felsic ITF
FO Future Ores
FOG Falls of Ground
ft Foot
 
g Gram
G&A General and Administration

 

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Abbreviation Description
g/L Gram per Litre
g/t Gram per Tonne
GCMP Ground Control Management Plan
GED Global Exploration Database
GRC Geomechanics Research Centre
GRG Gravity Recoverable Gold
Grt Garnet
GSE Ground Support Evaluation
 
ha Hectare
Hazen Hazen Research, Inc.
HCl Hydrochloric Acid
HDPE High-Density Polyethylene
HIT Harness Index Test
hp horsepower
HQ  
HWITF Hanging Wall ITF
 
IC Indigenous Communities
ID Identification
IDW Inverse Distance Weighting
IFRS International Financial Reporting Standards
in Inch
IROC Integrated Remote Operations Centre
isw Industrial Sewage Works
IT/OT Input/Output
Itasca Itasca Consultant Canada Inc.
ITF Intraformational
ITRB Independent Tailings Review Board
 
K Potassium
kg/h Kilogram per Hour
kg/t Kilogram per Tonne
kJ Kilojoule

 

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Abbreviation Description
km Kilometre
km/h Kilometre per Hour
koz Kilo Ounce
koz/y Kilo Ounce per Year
kPa Kilopascal
kt Kilotonne
ktpa Kilotonne per annum
kV Kilovolt
kW Kilowatt
kWh/t Kilowatthour per Tonne
 
L/s Litre per Second
L Litre
lb Pound
LHD Load Haul Dump
LHS Longhole Stoping
LIMS Laboratory Information Management System
LNIF Lynx North ITF
LNIF-X1 Lynx North ITF X1
LNX Lynx
LNXN Lynx North
LoM Life-of-Mine
LUP Land Use Permit
LVA Locally Varying Anisotropy
LYNX Lynx
 
m Metre
m/km Metre per Kilometre
Cubic Metre
m³/hr Cubic Metre per Hour
m³/s Cubic Metre per Second
m/y Metre per Year
Ma Million Years
Mag Magnetite

 

  December 2024
  TECHNICAL REPORT –
MUSSELWHITE MINE, ONTARIO, CANADA
Document # C8630-0000-PM-RPT-001 – Rev. 0
/ Page 400

 

Abbreviation Description
masl Metre Above Sea Level
MDMER Metal and Diamond Mining Effluent Regulations
MECP Ministry of Environment, Conservation and Parks
Mg Million Gram
mg/L Milligram per Litre
MINES Ministry of Mines
mL Metre Level
ML Metal Leaching
MLAS Mining Lands Administration System
mm Millimetre
Mm³ Cubic Million Metre
MMI Mobile Metal Iron
MML Musselwhite Mine Laboratory
Mn Manganese
MNRF Ministry of Natural Resources and Forestry
Moz Million Ounce
MPa Megapascal
MRE Mineral Resources Estimate
MRMR Mineral Resources to Mineral Reserves
MSO Mineable Shape Optimizer
Mt Million Tonne
Mtpa Million Tonne per Annum
MW Musselwhite
 
N North
N/A Not Applicable
Na Sodium
NaCN Sodium Cyanide
NAG Non-Acid Generating
NaOH Sodium Hydroxide
NCGB North Caribou Greenstone Belt
Ni Nickel
NI 43-101 National Instrument 43-101
NIF Norther Iron Formation

 

  December 2024
  TECHNICAL REPORT –
MUSSELWHITE MINE, ONTARIO, CANADA
Document # C8630-0000-PM-RPT-001 – Rev. 0
/ Page 401

 

Abbreviation Description
NMS Newmont Metallurgical Services
NN Nearest Neighbour
No or # Number
Non-GAAP Non-Generally Accepted Accounting Principles
NOX Oxides of Nitrogen
NP Neutralization Potential
NPI Net Profit Interest
NPV Net Present Value
NSR Net Smelter Return
NTS National Topographic System
 
ODM Ontario Department of Mines
OGS Ontario Geological Survey
OK Ordinary Kriging
ON Ontario
Opex Operating Cost Estimate
Orla Orla Mining Ltd.
oz Ounce
oz/T Ounce per Ton
 
P₈₀ Passing 80%
PAG Potentially Acid Generating
Pb Lead
Pd Palladium
PG PG Zone 7.3.4
Pl Plagioclase
Po Pyrrhotite
POI Point of Impingement
ppm Parts per Million
PQD PQ Deep
psi Pound per Square Inch
Pt Platinum
PTTW Permit to Take Water
   
Q1, Q2, Q3, Q4 First Quarter, Second Quarter, Third Quarter, Fourth Quarter

 

  December 2024
  TECHNICAL REPORT –
MUSSELWHITE MINE, ONTARIO, CANADA
Document # C8630-0000-PM-RPT-001 – Rev. 0
/ Page 402

 

Abbreviation Description
QA/QC Quality Assurance / Quality Control
QP Qualified Person
Qz Quartz
 
RDW Redwings
RFA Request for Analysis
RMR Rock Mass Rating
ROM Run of Mine
RQD Rock- Quality Designation
RSD Rotary Splitter Divider
RTFP Responsible Tailings Facility Person
Rwi Bond Rod Mill Work Index
 
S Sulfur
S²⁻ Sulfide Ion
SARA Species at Risk Act
Sb Antinomy
SBC Small Boyd Crusher
SCP Seepage Collection Pond
SDCRM Single-Deck Continuous Ring Mill
Se Selenium
SG Specific Gravity
SI International System of Units
SIF Southern Iron Formation
SiO2 Silica
SLR SLR Consulting (Canada) Ltd.
SMC Semi-Autogenous Grinding Characterization
SO2 Sulfur Dioxide
SOP Standard Operating Procedure
Sr Strontium
SRMP Seismic Risk Management Plan
STD Standard
STOL Short Take-off and Landing
SWBMR Surface Water Biennial Monitoring Report

 

  December 2024
  TECHNICAL REPORT –
MUSSELWHITE MINE, ONTARIO, CANADA
Document # C8630-0000-PM-RPT-001 – Rev. 0
/ Page 403

 

Abbreviation Description
 
t Tonne
T Ton
t/d Tonne per Day
t/h Tonne per Hour
T-ANTI T-Antiform
TANT T-Antiform
TARP Trigger Action Response Plan
Tech Core Technician
Ti Titanium
TLO Truck Loadout
tpd Tonne per Day
TSF Tailings Storage Facility
 
UCS Unconfined Compressive Strength
UG Underground
UITF-N Upper ITF North
UITF-X1 Upper ITF X1
UITF-X2 Upper ITF X2
ULYNX Upper Lynx
URF Un-Consolidated Rockfill
US$ or USD United States Dollar
US$ M Million of United States Dollar
US$/oz United States Dollar per Ounce
US$/t United States Dollar per Tonne
USGPM US Gallon per Minute
UV Ultraviolet
UWL Upper Warning Limit
 
V Volt
VDR Virtual Data Room
vs. Versus
VWP Vibrating wire piezometer
   

 

  December 2024
  TECHNICAL REPORT –
MUSSELWHITE MINE, ONTARIO, CANADA
Document # C8630-0000-PM-RPT-001 – Rev. 0
/ Page 404

 

Abbreviation Description
W West
w/w% Percent of Weight per Weight
WAD Weak Acid Dissociable
WAT West Anticline
WEL West Limb
WSP WSP Canada Inc.
wt.% Weight Percent
WWM weld wire mesh
 
XRD X-Ray Diffraction
 
Yb Ytterbium
YTD Year-to-Date
 
Zn Zinc

 

  December 2024
  TECHNICAL REPORT –
MUSSELWHITE MINE, ONTARIO, CANADA
Document # C8630-0000-PM-RPT-001 – Rev. 0
/ Page 405

 

29 CERTIFICATE OF QP

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  December 2024



  555 René-Lévesque Blvd West / 6th floor / Montréal / Quebec / Canada / H2Z 1B1
T +1 514 288-5211 / E info@draglobal.com / https://www.draglobal.com/

CERTIFICATE OF QUALIFIED PERSON

To accompany the Report entitled “Technical Report - Musselwhite Mine, Ontario, Canada” with an effective date of November 18, 2024 (the “Technical Report”), prepared for Orla Mining Ltd. (“Orla” or the “Company”).

I, Ryan Wilson, P. Geo., do hereby certify that:

1. I am Geological Mining Specialist with DRA Americas Inc., located at 555 Blvd René-Lévesque West, 6th Floor, Montreal, Quebec, Canada H2Z 1B1.

 

2. I am a graduate of University of Ottawa, Ottawa, Ontario, Canada in 2007 with a B.Sc. in Earth Sciences and in 2012 with an M.Sc. in Economic Geology, and a graduate of McGill University, Montreal, Quebec, Canada in 2022 with a Ph.D. in Mining Engineering.

 

3. I am registered as a Professional Geologist in the Province of Ontario (PGO Reg. #2511) and in the Province of Quebec (OGQ Reg. #10435).

 

4. I have worked and conducted research in the geological sciences and mining sector continuously since my graduation in 2007.

 

5. I have worked on similar projects to the Musselwhite Mine in North America, South America and Australia; my experience for the purpose of the Technical Report includes:

 

Over 15 years of experience in exploration, mining and metals split between industry and specialized research. Specifically, 8 years of experience focused on intrusion-related and orogenic gold deposits in Timmins gold camp, Timmins, Ontario, Canada.

 

Technical assistance in exploration, geology and resources for a variety of projects from greenfield exploration to active mine operations in Canada. Geostatistical assistance in project evaluation for multiple projects in Australia. Additional research and collaboration on several mine-to-plant simulation studies in Canada and Chile.

 

Participation in the preparation of multiple NI 43-101 Technical Reports.

 

6 I have read the definition of “qualified person” set out in the National Instrument 43-101 and certify that by reason of my education, affiliation with a professional association and past relevant work experience, I fulfil the requirements to be an independent qualified person for the purposes of NI 43-101.

 

  / Page 1 of 2



 

7 I am independent of the issuer applying all the tests in section 1.5 of NI 43-101.

 

8 I have participated in the preparation of this Technical Report and am responsible for Sections 2 to 12, 14, 23 and 24, and portions of Sections 1, 25, 26 and 27 of the Technical Report.

 

9. I visited the property that is the subject of the Technical Report on November 6 and 7, 2024.

 

10. I have had no prior involvement with the property that is the subject of the Technical Report.

 

11. I have read NI 43-101 and the sections of the Technical Report for which I am responsible have been prepared in compliance with NI 43-101.

 

12. As at the effective date of the Technical Report, to the best of my knowledge, information and belief, the sections of the Technical Report for which I am responsible contain all scientific and technical information that is required to be disclosed to make the portions of the Technical Report for which I am responsible not misleading.

 

Dated this 20th day of December 2024, Montreal, Quebec.

 

“Original Signed and sealed on file”  
Ryan Wilson, P. Geo.  
Geological Mining Specialist  
DRA Americas Inc.  
  / Page 2 of 2



  555 René-Lévesque Blvd West / 6th floor / Montréal / Quebec / Canada / H2Z 1B1
T +1 514 288-5211 / E info@draglobal.com / https://www.draglobal.com/

CERTIFICATE OF QUALIFIED PERSON

To accompany the Report entitled “Technical Report - Musselwhite Mine, Ontario, Canada” with an effective date of November 18, 2024 (the “Technical Report”), prepared for Orla Mining Ltd. (“Orla” or the “Company”).

I, David Frost, FAusIMM, of Toronto, Ontario, Canada, do hereby certify that:

1. I am the Vice President Process Engineering with DRA Americas Inc., located at 20 Queen St W 29th Floor, Toronto, Ontario, M5H 3R3, Canada.

 

2. I am a graduate of RMIT University with a Bachelor of Metallurgical Engineering in Metallurgy in 1993.

 

3. I am a registered Fellow Member of the Australian Institute of Mining and Metallurgy (FAusIMM) membership #110899.

 

4. I have worked as a Metallurgist and Process Engineer in various capacities since my graduation from university in 1993.

 

5. My relevant work experience includes:

 

More than 30 years of practical experience including 15 years in process plant operations including the operation of complex flotation circuits and more than 15 years in process plant flowsheet design;

 

Multiple base metal flotation flowsheet designs for projects globally inclusive of large-scale conventional copper flotation and gold recovery circuit designs; and

 

Participant and author of several NI 43-101 Technical Reports inclusive of copper flotation and gravity gold recovery flowsheets.

 

6 I have read the definition of “qualified person” set out in the NI 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”) and certify that, by reason of my education, affiliation with a professional association, and past relevant work experience, I fulfill the requirements to be a qualified person for the purposes of NI 43 101.

 

7 I am independent of the issuer applying all the tests in Section 1.5 of NI 43-101.

 

8 I am responsible for the preparation of Sections 13, 17, and 18 except for Sections 18.4 and 18.5. I am also responsible for the associated portions of Sections 1 and 25 to 27 of the Technical Report.

 

  / Page 1 of 2



 

9. I did not visit the property that is the subject of the Technical Report.

 

10. I have not had prior involvement with the property that is the subject of the Technical Report.

 

11. I have read NI 43-101 and the sections of the Technical Report for which I am responsible have been prepared in compliance with NI 43-101.

 

12. As at the effective date of the Technical Report, to the best of my knowledge, information and belief, the sections of the Technical Report for which I am responsible contain all scientific and technical information that is required to be disclosed to make the portions of the Technical Report for which I am responsible not misleading.

 

Dated this 20th day of December 2024, Montreal, Quebec.

 

“Original Signed and sealed on file”  
David Frost, FAusIMM  
Vice President Process Engineering  
DRA Americas Inc.  
  / Page 2 of 2



  555 René-Lévesque Blvd West / 6th floor / Montréal / Quebec / Canada / H2Z 1B1
T +1 514 288-5211 / E info@draglobal.com / https://www.draglobal.com/

CERTIFICATE OF QUALIFIED PERSON

To accompany the Report entitled “Technical Report - Musselwhite Mine, Ontario, Canada” with an effective date of November 18, 2024 (the “Technical Report”), prepared for Orla Mining Ltd. (“Orla” or the “Company”).

I, Daniel M. Gagnon, P. Eng., do hereby certify that:

1. I am Senior Vice President East Canada and Mining, with DRA Americas Inc., located at 555 René Lévesque West, 6th Floor, Montreal, Quebec Canada H2Z 1B1.

 

2. I am a graduate of École Polytechnique de Montréal, Montreal, Quebec, Canada in 1995 with a bachelor’s degree in Mining Engineering.

 

3. I am registered as a Professional Engineer in the Province of Quebec (Reg. #118521).

 

4. I have worked as a Mining Engineer for a total of 28 years continuously since my graduation.

 

5. I have worked on similar projects to the Musselwhite Mine in North and South America; my experience for the purpose of the Technical Report includes:

 

Design, scheduling, cost estimation and Mineral Reserve estimation for several open pit studies in Canada, the USA, South America, West Africa, and Morocco.

 

Technical assistance in mine design and scheduling for mine operations in Canada, the USA, and Morocco.

 

Participation and author of several NI 43-101 Technical Reports.

 

6 I have read the definition of “qualified person” set out in the NI 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”) and certify that, by reason of my education, affiliation with a professional association, and past relevant work experience, I fulfill the requirements to be a qualified person for the purposes of NI 43 101.

 

7 I am independent of the Company applying all the tests in Section 1.5 of NI 43-101.

 

  / Page 1 of 2



 

8 I have participated in the preparation of this Technical Report and am responsible for Sections 19 and 22, and portions of Sections 1, 25, 26, and 27 of the Technical Report.

 

9. I did not visit the property that is the subject of the Technical Report

 

10. I have had no prior involvement with the property that is the subject of the Technical Report.

 

11. I have read NI 43-101 and the sections of the Technical Report for which I am responsible have been prepared in compliance with NI 43-101.

 

12. As at the effective date of the Technical Report, to the best of my knowledge, information and belief, the sections of the Technical Report for which I am responsible contain all scientific and technical information that is required to be disclosed to make the portions of the Technical Report for which I am responsible not misleading.

 

Dated this 20th day of December 2024, Montreal, Quebec.

 

“Original Signed and sealed on file”  
Daniel M. Gagnon, P. Eng.  
Senior Vice President East Canada and Mining  
DRA Americas Inc.  
  / Page 2 of 2



CERTIFICATE OF QUALIFIED PERSON

To accompany the Report entitled “Technical Report - Musselwhite Mine, Ontario, Canada” with an effective date of November 18, 2024 (the “Technical Report”), prepared for Orla Mining Ltd. (“Orla” or the “Company”).

I, James (Jim) Theriault, of Markham, Ontario, do hereby certify:

1. I am a Managing Principal and Technical Director of Mining Environment with SLR Consulting (Canada) Ltd., located at 300 Town Centre Blvd., Suite 200, Markham, Ontario.

 

2. I am a graduate of Queen’s University in Kingston, Ontario with a B.Sc.Eng. in Geological Engineering (1993) and a M.Sc.Eng., in Civil/Environmental Engineering (1996).

 

3. I am a member in good standing with the Professional Engineers of Ontario and registered as a Professional Engineer, license number 90541665.

 

4. My relevant experience includes 28 years of consulting on mining and environmental remediation projects. I have worked on similar projects to the Musselwhite Mine in Ontario; my experience for the purpose of the Technical Report includes:

 

Siting and design of tailings and mine waste management facilities.

 

Providing technical support to private sector, government and First Nations clients through all stages of mine development, operations and closure.

 

Involvement as technical specialist and subject matter expert in environmental assessment and public consultation for mine development and permitting.

 

Integration of passive and biological treatment into mine operation and mine closure strategies.

 

Participation and author of several NI 43-101 Technical Reports.

 

5. I have read the definition of “qualified person” set out in the NI 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”) and certify that, by reason of my education, affiliation with a professional association, and past relevant work experience, I fulfill the requirements to be a qualified person for the purposes of NI 43 101.

 

6 I am independent of the issuer applying to all the tests in Section 1.5 of NI 43-101.

 

7 I am responsible for the preparation of Sections 18.4 to 18.5 and 20. I am also responsible for the associated portions of 1 and 25 to 27 of the Technical Report.

 

  / Page 1 of 2



 

8 I have not visited the property in connection with this Technical Report.

 

9. I have had prior involvement with the property that is the subject of the Technical Report, including:

 

Construction supervision of the initial tailings impoundment dams (1996)

 

Design and construction supervision of the Stage 2 Dam Raises (1998)

 

Support of various environmental studies during early mine operation including evaluating/improving the treatment wetland hydrology, and evaluating options for transitioning the TSF from water cover to thickened tailings stack (early 2000s)

 

10. I have read NI 43-101 and the sections of the Technical Report for which I am responsible have been prepared in compliance with NI 43-101.

 

11. As at the effective date of the Technical Report, to the best of my knowledge, information and belief, the sections of the Technical Report for which I am responsible contain all scientific and technical information that is required to be disclosed to make the portions of the Technical Report for which I am responsible not misleading.

 

Dated this 20th day of December 2024, Montreal, Quebec.

 

“Original Signed and Sealed on file”  
James (Jim) Theriault, P. Eng.  
Managing Principal  
SLR Consulting (Canada) Ltd.  

  / Page 2 of 2



CERTIFICATE OF QUALIFIED PERSON PAUL GAUTHIER

I, Paul Gauthier, state that:

(a) I am a Senior Principal Mining Engineer at:
  WSP Canada Inc.
1125 - 1135, boul. Lebourgneuf
Quebec City, Quebec, G2K 0J2

 

(b) This certificate applies to the technical report titled “Technical Report - Musselwhite Mine, Ontario, Canada” with an effective date of November 18, 2024 (the “Technical Report”).

 

(c) I am a “qualified person” for the purposes of National Instrument 43-101 (“NI 43-101”). My qualifications as a qualified person are as follows. I am a graduate of Université Laval with Bac, es Sciences Appliquées (Mining Engineer) in 1977, I am a member in good standing of the Professional Engineers of Ontario (PEO #100080984) and Professional of Ordre des Ingénieurs du Quebec (OIQ#3 1178). My relevant experience after graduation, for the purpose of the Technical Report, includes over 45 years of experience in mining engineering in the areas of mineral reserve evaluation for underground and open pit, mine design and scheduling for projects nationally and internationally in a variety of commodities including 15 years of direct working experience in gold mining operations located in Quebec and USA, 15 years of experience in base metals operation in Quebec and Ontario, 10 years of experience in diamond operation in Ontario and Quebec, and 5 years of consulting experience with a strong focus on gold and base metals related projects.

 

(d) I did complete a personal inspection of the property described in the Technical Report on September 4th and 5th, 2024.

 

(e) I am responsible for Items 15 and 16 (except for 16.2 to 16.4) and portions of 1, 25, and 26 of the Technical Report.

 

(f) I am independent of the issuer as described in section 1.5 of NI 43-101.

 

(g) I have no involvement with the property that is the subject of the Technical Report

 

(h) I have read NI 43-101 and the parts of the Technical Report for which I am responsible have been prepared in compliance with NI 43-101; and

(i) At the effective date of the Technical Report, to the best of my knowledge, information, and belief, the parts of the Technical Report for which I am responsible, contain(s) all scientific and technical information that is required to be disclosed to make the Technical Report not misleading.

 

Dated at Quebec City, Quebec this December 20th, 2024.

 

Signed by Paul Gauthier  
   
Paul Gauthier; P.Eng.  




CERTIFICATE OF QUALIFIED PERSON PAUL PALMER

I, Paul Palmer, state that:

(a) I am a Principal Geological Engineer at:
  WSP Canada Inc.
36 Pippy Place, Suite 100
St. John’s, Newfoundland, A1B 3X4

 

(b) This certificate applies to the technical report titled “Technical Report - Musselwhite Mine, Ontario, Canada” with an effective date of November 18, 2024 (the “Technical Report”).

 

(c) I am a “qualified person” for the purposes of National Instrument 43-101 (“NI 43-101”). My qualifications as a qualified person are as follows. I am a graduate of University of Toronto with a B.ASc. in Geological Engineering from 1994, I am a member in good standing of the Professional Engineers of Ontario (#100050189) and Professional Engineers and Geoscientists Newfoundland and Labrador (#11387). My relevant experience after graduation, for the purpose of the Technical Report, includes over 29 years of experience in geological engineering in the areas of mine geology, mineral resource evaluation and underground geotechnical engineering of mineral projects nationally and internationally in a variety of commodities including 2.5 years of direct working experience in gold mining operations located in northern Manitoba, 2.5 years of experience in base metals operation in Northern Manitoba, and 24 years of consulting experience with a strong focus on gold and base metals related projects.

 

(d) I did not complete a personal inspection of the property described in the Technical Report.

 

(e) I am responsible for Items 16.2 to 16.4 and portions of 1, 25 and 26 of the Technical Report.

 

(f) I am independent of the issuer as described in section 1.5 of NI 43-101.

 

(g) I have had minor involvement with the property that is the subject of the Technical Report by completing internal underground geotechnical audits for Newmont at Musslewhite Mine in 2019.

 

(h) I have read NI 43-101 and the parts of the Technical Report for which I am responsible have been prepared in compliance with NI 43-101; and

(i) At the effective date of the Technical Report, to the best of my knowledge, information, and belief, the parts of the Technical Report for which I am responsible, contain(s) all scientific and technical information that is required to be disclosed to make the Technical Report not misleading.

 

Dated at St. John’s, Newfoundland this December 20th, 2024.

 

Signed by Paul Palmer  
   
Paul Palmer; P.Eng.  




CERTIFICATE OF QUALIFIED PERSON WILLIAM RICHARD MCBRIDE

I, William Richard McBride, P. Eng., state that:

(a) I am a Senior Principal Mining Engineer at:
  WSP Canada Inc.
33 MacKenzie Street, Suite 100
Sudbury, Ontario, P3C 4Y1

 

(b) This certificate applies to the technical report titled “Technical Report - Musselwhite Mine, Ontario, Canada” with an effective date of November 18, 2024 (the “Technical Report”).

 

(c) I am a “qualified person” for the purposes of National Instrument 43-101 (“NI 43-101”). My qualifications as a qualified person are as follows: I am a graduate of Queen’s University (Kingston) with a Bachelor of Science degree in Mining Engineering granted in 1973. I am a Registered Member of the Professional Engineers of Ontario (PEO), License Number29888013. My relevant experience after graduation for the purpose of the Technical Report includes over 50 years of working as a mining engineer and consultant working on projects involving multiple commodities such as copper, gold, and nickel and projects involving public disclosure reporting.

 

(d) I did not complete a personal inspection of the property described in the Technical Report.

 

(e) I am responsible for Item(s) 1.14 and 21 of the Technical Report.

 

(f) I am independent of the issuer as described in section 1.5 of NI 43-101.

 

(g) I have not had any prior involvement with the property that is the subject of the Technical Report.

 

(h) I have read NI 43-101 and the parts of the Technical Report for which I am responsible have been prepared in compliance with NI 43-101; and

(i) At the effective date of the Technical Report, to the best of my knowledge, information, and belief, the parts of the Technical Report for which I am responsible, contain(s) all scientific and technical information that is required to be disclosed to make the Technical Report not misleading.

 

Dated at Sudbury, ON, Canada this 20th day of December 2024.

 

Signed by William Richard McBride  
   
William Richard McBride, P. Eng.
Registered Member PEO (# 29888013)
 




  TECHNICAL REPORT –
MUSSELWHITE MINE, ONTARIO, CANADA
Document # C8630-0000-PM-RPT-001 – Rev. 0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Appendix 1 –
Musselwhite Mining and Surface Lease

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  December 2024
  TECHNICAL REPORT –
MUSSELWHITE MINE, ONTARIO, CANADA
Document # C8630-0000-PM-RPT-001 – Rev. 0

 

Musselwhite Mining and Surface Lease

 

Lease Group Code Lease Names Tenure Type Acquisition Expiry Date Official Area Value (ha)
MM/DD/YYYY MM/DD/YYYY
42034-0944_OML 529888, 529889, 529890, 529891, 529892, 529893,
529910, 529911, 529912, 529913, 529914, 529915
ON: Mining
Lease (MR)
7/5/2006 5/31/2033 205.71
42034-0944_OSL 529888, 529889, 529890, 529891, 529892, 529893,
529910, 529911, 529912, 529913, 529914, 529915
ON: Surface
Lease
7/5/2006 6/1/2033 205.71
42034-0945_OML 529487, 529493, 529494, 529495, 529496, 529828,
529829, 529830, 529831, 529832, 529833, 529834, ...
ON: Mining
Lease (MR)
7/5/2006 6/1/2033 225.74
42034-0945_OSL 529487, 529493, 529494, 529495, 529496, 529828,
529829, 529830, 529831, 529832, 529833, 529834, ...
ON: Surface
Lease
7/5/2006 6/1/2033 225.74
42034-0946_OML 529843, 529848, 529849, 529850, 529851, 529852,
529853, 529857, 529858, 529866, 529867, 529868, ...
ON: Mining
Lease (MR)
7/5/2006 6/1/2033 619.86
42034-0946_OSL 529843, 529848, 529849, 529850, 529851, 529852,
529853, 529857, 529858, 529866, 529867, 529868, ...
ON: Surface
Lease
7/5/2006 6/1/2033 619.86
42034-0947_OML 529519, 529520, 529523, 529524, 529531, 529532,
529535, 529536, 529543, 529544, 529549, 529550, ...
ON: Mining
Lease (MR)
7/5/2006 2/28/2033 334.2
42034-0947_OSL 529519, 529520, 529523, 529524, 529531, 529532,
529535, 529536, 529543, 529544, 529549, 529550, ...
ON: Surface
Lease
7/5/2006 2/28/2033 336.3218
42034-0948_OML 508458, 508460, 529497, 529500, 529826, 529827,
529837, 529838, 529839, 529840, 529844, 529845, ...
ON: Mining
Lease (MR)
7/5/2006 4/30/2029 320.93
42034-0948_OSL 529826, 529827, 529837, 529838, 529839, 529840,
529844, 529845, 529846, 529847, 529854, 529855, ...
ON: Surface
Lease
7/5/2006 4/30/2029 320.93
42034-0949_OML 486396, 529502, 529503, 529504, 529505, 529726,
529727, 529732, 529733, 529734, 529735, 529740, ...
ON: Mining
Lease (MR)
1/27/1994 6/1/2025 522.89
42034-0949_OSL 529503, 529504, 529732, 529734, 529735, 529740,
529745, 529750, 529756, 529757, 550135, 550136, ...
ON: Surface
Lease
1/27/1994 6/1/2025 522.89
42034-0950_OML 369744, 369747, 369750, 369753, 369754, 369755,
369756, 369757, 369758, 369763, 369764, 369765, ...
ON: Mining
Lease (MR)
7/5/2006 6/1/2025 610.214

 

  December 2024
  TECHNICAL REPORT –
MUSSELWHITE MINE, ONTARIO, CANADA
Document # C8630-0000-PM-RPT-001 – Rev. 0

 

Lease Group Code Lease Names Tenure Type Acquisition Expiry Date Official Area Value (ha)
MM/DD/YYYY MM/DD/YYYY
42034-0950_OSL 369744, 369747, 369750, 369753, 369755, 369756,
369757, 369758, 369764, 369765, 370868, 370869, ...
ON: Surface
Lease
7/5/2006 6/1/2025 610.214
42034-0951_OML 369745, 369746, 369748, 369749, 369751, 369752,
369766, 369767, 370874, 370875, 370876, 370877, ...
ON: Mining
Lease (MR)
7/5/2006 6/1/2025 465.17
42034-0951_OSL 369745, 369746, 369748, 369749, 369751, 369752,
369766, 369767, 370874, 370875, 370876, 370877, ...
ON: Surface
Lease
7/5/2006 6/1/2025 465.17
42034-0952_OML 529762, 529763, 529764, 529765, 529768, 529769,
529770, 529771, 529776, 529777, 529778, 529779, ...
ON: Mining
Lease (MR)
7/5/2006 6/1/2025 522.25
42034-0952_OSL 529762, 529763, 529783, 529784, 529786, 529787,
529788, 529790, 529795, 529796, 529797, 529798, ...
ON: Surface
Lease
7/5/2006 6/1/2025 522.25
42034-0953_OML 369768, 369769, 369770, 370866, 449146, 449147,
449148, 449149, 449155, 449156, 449157, 449158, ...
ON: Mining
Lease (MR)
7/5/2006 6/1/2025 575.261
42034-0953_OSL 502219, 502220, 502222, 502223, 529436, 529437,
529766, 529799, 529800, 529801, 529802
ON: Surface
Lease
7/5/2006 6/1/2025 585.79
42034-0954_OML 369771, 369772, 369773, 449144, 449145, 449150,
449151, 449152, 449153, 449154, 508456, 508457
ON: Mining
Lease (MR)
1/27/1994 6/1/2025 526.52
42034-0954_OSL 369771, 369772, 369773, 529430, 529431, 529433,
529443, 529450
ON: Surface
Lease
1/27/1994 6/1/2025 526.52
42034-0960_OML 529401, 529418, 529419, 529811, 529812, 529813,
529814, 529815, 529816, 529817, 529818, 529822, ...
ON: Mining
Lease (MR)
7/5/2006 6/1/2033 267.49
42034-0960_OSL 529401, 529418, 529419, 529811, 529812, 529813,
529814, 529815, 529816, 529817, 529818, 529822, ...
ON: Surface
Lease
7/5/2006 6/1/2033 267.49
42034-0961_OML 529402, 529403, 529404, 529405, 529413, 529414,
529415, 529416, 529417, 529420, 529421, 529422, ...
ON: Mining
Lease (MR)
7/5/2006 2/1/2032 224.99
42034-0961_OSL 529402, 529403, 529404, 529405, 529413, 529414,
529415, 529416, 529417, 529420, 529421, 529422, ...
ON: Surface
Lease
7/5/2006 2/1/2032 224.33

 

  December 2024
  TECHNICAL REPORT –
MUSSELWHITE MINE, ONTARIO, CANADA
Document # C8630-0000-PM-RPT-001 – Rev. 0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Appendix 2 –
Individual Active Mining Leases

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  December 2024
  TECHNICAL REPORT –
MUSSELWHITE MINE, ONTARIO, CANADA
Document # C8630-0000-PM-RPT-001 – Rev. 0

 

Individual Active Mining Leases

 

# Lease Code Lease
Name
Status Grant
Date
Expiry
Date
Area
(ha)
1 LEA-107504_OML 369771 Taken to Lease 9/9/1980 5/31/2025 22.115
2 LEA-107505_OML 369772 Taken to Lease 9/9/1980 5/31/2025 15.001
3 LEA-107506_OML 529806 Taken to Lease 9/11/1980 5/31/2025 27.957
4 LEA-107507_OML 449145 Taken to Lease 9/9/1980 5/31/2025 13.841
5 LEA-107508_OML 449154 Taken to Lease 9/9/1980 5/31/2025 17.398
6 LEA-107510_OML 529475 Taken to Lease 9/11/1980 5/31/2025 7.745
7 LEA-107511_OML 529460 Taken to Lease 9/11/1980 5/31/2025 19.032
8 LEA-107512_OML 529453 Taken to Lease 9/11/1980 5/31/2025 12.933
9 LEA-107513_OML 529776 Taken to Lease 9/11/1980 5/31/2025 17.959
10 LEA-107514_OML 529783 Taken to Lease 9/11/1980 5/31/2025 16.278
11 LEA-107515_OML 529790 Taken to Lease 9/11/1980 5/31/2025 28.597
12 LEA-107516_OML 529795 Taken to Lease 9/11/1980 5/31/2025 15.139
13 LEA-107517_OML 529440 Taken to Lease 9/11/1980 5/31/2025 17.992
14 LEA-107518_OML 529433 Taken to Lease 9/11/1980 5/31/2025 11.449
15 LEA-107519_OML 529432 Taken to Lease 9/11/1980 5/31/2025 17.638
16 LEA-107520_OML 529441 Taken to Lease 9/11/1980 5/31/2025 17.673
17 LEA-107521_OML 529452 Taken to Lease 9/11/1980 5/31/2025 12.853
18 LEA-107522_OML 529461 Taken to Lease 9/11/1980 5/31/2025 18.966
19 LEA-107523_OML 529474 Taken to Lease 9/11/1980 5/31/2025 7.757
20 LEA-107524_OML 529777 Taken to Lease 9/11/1980 5/31/2025 18.921
21 LEA-107525_OML 529770 Taken to Lease 9/11/1980 5/31/2025 20.745
22 LEA-107526_OML 529763 Taken to Lease 9/11/1980 5/31/2025 14.362
23 LEA-107527_OML 529762 Taken to Lease 9/11/1980 5/31/2025 19.896
24 LEA-107528_OML 529771 Taken to Lease 9/11/1980 5/31/2025 20.101
25 LEA-107529_OML 529802 Taken to Lease 9/11/1980 5/31/2025 10.335
26 LEA-107530_OML 529799 Taken to Lease 9/11/1980 5/31/2025 4.320
27 LEA-107531_OML 502222 Taken to Lease 9/9/1980 5/31/2025 17.446
28 LEA-107532_OML 502223 Taken to Lease 9/9/1980 5/31/2025 13.954
29 LEA-107533_OML 529766 Taken to Lease 9/11/1980 5/31/2025 17.073
30 LEA-107534_OML 502220 Taken to Lease 9/9/1980 5/31/2025 20.226
31 LEA-107535_OML 502219 Taken to Lease 9/9/1980 5/31/2025 20.155
32 LEA-107536_OML 529437 Taken to Lease 9/11/1980 5/31/2025 12.647
33 LEA-107537_OML 529436 Taken to Lease 9/11/1980 5/31/2025 10.560
34 LEA-107538_OML 529801 Taken to Lease 9/11/1980 5/31/2025 6.494

 

  December 2024
  TECHNICAL REPORT –
MUSSELWHITE MINE, ONTARIO, CANADA
Document # C8630-0000-PM-RPT-001 – Rev. 0

 

# Lease Code Lease
Name
Status Grant
Date
Expiry
Date
Area
(ha)
35 LEA-107539_OML 529800 Taken to Lease 9/11/1980 5/31/2025 3.754
36 LEA-107540_OML 502224 Taken to Lease 9/9/1980 5/31/2025 19.617
37 LEA-107541_OML 529780 Taken to Lease 9/11/1980 5/31/2025 15.445
38 LEA-107542_OML 529767 Taken to Lease 9/11/1980 5/31/2025 19.115
39 LEA-107543_OML 550131 Taken to Lease 9/11/1980 5/31/2025 4.165
40 LEA-107544_OML 370866 Taken to Lease 9/9/1980 5/31/2025 16.572
41 LEA-107545_OML 449153 Taken to Lease 9/9/1980 5/31/2025 16.537
42 LEA-107546_OML 449144 Taken to Lease 9/9/1980 5/31/2025 16.521
43 LEA-107547_OML 369773 Taken to Lease 9/9/1980 5/31/2025 16.846
44 LEA-107548_OML 449150 Taken to Lease 9/9/1980 5/31/2025 17.005
45 LEA-107549_OML 449151 Taken to Lease 9/9/1980 5/31/2025 15.677
46 LEA-107550_OML 449152 Taken to Lease 9/9/1980 5/31/2025 18.429
47 LEA-107551_OML 529473 Taken to Lease 9/11/1980 5/31/2025 6.847
48 LEA-107552_OML 529462 Taken to Lease 9/11/1980 5/31/2025 22.260
49 LEA-107553_OML 529451 Taken to Lease 9/11/1980 5/31/2025 14.487
50 LEA-107554_OML 529442 Taken to Lease 9/11/1980 5/31/2025 17.116
51 LEA-107555_OML 369768 Taken to Lease 9/9/1980 5/31/2025 7.691
52 LEA-107556_OML 449149 Taken to Lease 9/9/1980 5/31/2025 14.104
53 LEA-107557_OML 449158 Taken to Lease 9/9/1980 5/31/2025 17.345
54 LEA-107558_OML 502221 Taken to Lease 9/9/1980 5/31/2025 22.807
55 LEA-107559_OML 529456 Taken to Lease 9/11/1980 5/31/2025 4.564
56 LEA-107560_OML 529457 Taken to Lease 9/11/1980 5/31/2025 9.351
57 LEA-107561_OML 449157 Taken to Lease 9/9/1980 5/31/2025 17.081
58 LEA-107562_OML 449148 Taken to Lease 9/9/1980 5/31/2025 14.061
59 LEA-107563_OML 369769 Taken to Lease 9/9/1980 5/31/2025 14.881
60 LEA-107564_OML 369770 Taken to Lease 9/9/1980 5/31/2025 24.314
61 LEA-107565_OML 449147 Taken to Lease 9/9/1980 5/31/2025 14.139
62 LEA-107566_OML 449156 Taken to Lease 9/9/1980 5/31/2025 16.685
63 LEA-107567_OML 529477 Taken to Lease 9/11/1980 5/31/2025 8.705
64 LEA-107568_OML 529458 Taken to Lease 9/11/1980 5/31/2025 18.853
65 LEA-107569_OML 529455 Taken to Lease 9/11/1980 5/31/2025 13.166
66 LEA-107570_OML 529438 Taken to Lease 9/11/1980 5/31/2025 18.470
67 LEA-107571_OML 529435 Taken to Lease 9/11/1980 5/31/2025 9.848
68 LEA-107572_OML 529434 Taken to Lease 9/11/1980 5/31/2025 18.648
69 LEA-107573_OML 529439 Taken to Lease 9/11/1980 5/31/2025 19.345
70 LEA-107574_OML 529454 Taken to Lease 9/11/1980 5/31/2025 12.261

 

  December 2024
  TECHNICAL REPORT –
MUSSELWHITE MINE, ONTARIO, CANADA
Document # C8630-0000-PM-RPT-001 – Rev. 0

 

# Lease Code Lease
Name
Status Grant
Date
Expiry
Date
Area
(ha)
71 LEA-107575_OML 529459 Taken to Lease 9/11/1980 5/31/2025 18.662
72 LEA-107576_OML 529476 Taken to Lease 9/11/1980 5/31/2025 8.224
73 LEA-107577_OML 449155 Taken to Lease 9/9/1980 5/31/2025 17.341
74 LEA-107578_OML 449146 Taken to Lease 9/9/1980 5/31/2025 14.439
75 LEA-107579_OML 529431 Taken to Lease 9/11/1980 5/31/2025 19.009
76 LEA-107580_OML 529778 Taken to Lease 9/11/1980 5/31/2025 12.749
77 LEA-107581_OML 529769 Taken to Lease 9/11/1980 5/31/2025 16.367
78 LEA-107582_OML 529785 Taken to Lease 9/11/1980 5/31/2025 21.462
79 LEA-107583_OML 529788 Taken to Lease 9/11/1980 5/31/2025 12.240
80 LEA-107584_OML 529797 Taken to Lease 9/11/1980 5/31/2025 18.161
81 LEA-107585_OML 529804 Taken to Lease 9/11/1980 5/31/2025 27.877
82 LEA-107586_OML 529805 Taken to Lease 9/11/1980 5/31/2025 2.772
83 LEA-107587_OML 529796 Taken to Lease 9/11/1980 5/31/2025 2.881
84 LEA-107588_OML 529789 Taken to Lease 9/11/1980 5/31/2025 6.519
85 LEA-107589_OML 529784 Taken to Lease 9/11/1980 5/31/2025 11.974
86 LEA-107590_OML 529803 Taken to Lease 9/11/1980 5/31/2025 26.164
87 LEA-107591_OML 529798 Taken to Lease 9/11/1980 5/31/2025 26.959
88 LEA-107592_OML 529787 Taken to Lease 9/11/1980 5/31/2025 10.978
89 LEA-107593_OML 529786 Taken to Lease 9/11/1980 5/31/2025 23.592
90 LEA-107594_OML 529779 Taken to Lease 9/11/1980 5/31/2025 18.274
91 LEA-107595_OML 529768 Taken to Lease 9/11/1980 5/31/2025 19.664
92 LEA-107596_OML 529765 Taken to Lease 9/11/1980 5/31/2025 18.738
93 LEA-107597_OML 550130 Taken to Lease 9/11/1980 5/31/2025 15.651
94 LEA-107598_OML 529764 Taken to Lease 9/11/1980 5/31/2025 24.858
95 LEA-107599_OML 529430 Taken to Lease 9/11/1980 5/31/2025 15.083
96 LEA-107600_OML 529443 Taken to Lease 9/11/1980 5/31/2025 15.429
97 LEA-107601_OML 529450 Taken to Lease 9/11/1980 5/31/2025 15.694
98 LEA-107602_OML 529463 Taken to Lease 9/11/1980 5/31/2025 20.120
99 LEA-107603_OML 529472 Taken to Lease 9/11/1980 5/31/2025 11.142
100 LEA-107604_OML 529478 Taken to Lease 9/11/1980 5/31/2025 15.661
101 LEA-107605_OML 508456 Taken to Lease 9/9/1980 5/31/2025 16.208
102 LEA-107606_OML 508457 Taken to Lease 9/9/1980 5/31/2025 17.157
103 LEA-107609_OML 529885 Taken to Lease 9/11/1980 5/31/2025 13.227
104 LEA-107610_OML 529862 Taken to Lease 9/11/1980 5/31/2025 18.617
105 LEA-107611_OML 477788 Taken to Lease 9/9/1980 5/31/2025 19.678
106 LEA-107612_OML 370874 Taken to Lease 9/9/1980 5/31/2025 8.842

 

  December 2024
  TECHNICAL REPORT –
MUSSELWHITE MINE, ONTARIO, CANADA
Document # C8630-0000-PM-RPT-001 – Rev. 0

 

# Lease Code Lease
Name
Status Grant
Date
Expiry
Date
Area
(ha)
107 LEA-107613_OML 369751 Taken to Lease 9/9/1980 5/31/2025 12.444
108 LEA-107614_OML 369748 Taken to Lease 9/9/1980 5/31/2025 15.282
109 LEA-107615_OML 369745 Taken to Lease 9/9/1980 5/31/2025 6.361
110 LEA-107616_OML 369766 Taken to Lease 9/9/1980 5/31/2025 13.064
111 LEA-107617_OML 369767 Taken to Lease 9/9/1980 5/31/2025 15.238
112 LEA-107618_OML 369746 Taken to Lease 9/9/1980 5/31/2025 10.753
113 LEA-107619_OML 369749 Taken to Lease 9/9/1980 5/31/2025 28.067
114 LEA-107620_OML 369752 Taken to Lease 9/9/1980 5/31/2025 18.419
115 LEA-107621_OML 529757 Taken to Lease 9/11/1980 5/31/2025 8.216
116 LEA-107622_OML 529750 Taken to Lease 9/11/1980 5/31/2025 3.605
117 LEA-107623_OML 529745 Taken to Lease 9/11/1980 5/31/2025 10.205
118 LEA-107624_OML 529740 Taken to Lease 9/11/1980 5/31/2025 12.700
119 LEA-107625_OML 529735 Taken to Lease 9/11/1980 5/31/2025 18.750
120 LEA-107626_OML 529732 Taken to Lease 9/11/1980 5/31/2025 19.957
121 LEA-107627_OML 529504 Taken to Lease 9/11/1980 5/31/2025 15.528
122 LEA-107628_OML 529503 Taken to Lease 9/11/1980 5/31/2025 21.370
123 LEA-107629_OML 529734 Taken to Lease 9/11/1980 5/31/2025 16.083
124 LEA-107630_OML 550135 Taken to Lease 9/11/1980 5/31/2025 26.334
125 LEA-107631_OML 550148 Taken to Lease 9/11/1980 5/31/2025 10.892
126 LEA-107632_OML 550149 Taken to Lease 9/11/1980 5/31/2025 11.212
127 LEA-107633_OML 550146 Taken to Lease 9/11/1980 5/31/2025 14.848
128 LEA-107634_OML 550139 Taken to Lease 9/11/1980 5/31/2025 33.917
129 LEA-107635_OML 550136 Taken to Lease 9/11/1980 5/31/2025 14.021
130 LEA-107636_OML 370875 Taken to Lease 9/9/1980 5/31/2025 13.843
131 LEA-107637_OML 477787 Taken to Lease 9/9/1980 5/31/2025 17.753
132 LEA-107638_OML 529863 Taken to Lease 9/11/1980 5/31/2025 14.966
133 LEA-107639_OML 529884 Taken to Lease 9/11/1980 5/31/2025 17.288
134 LEA-107640_OML 529883 Taken to Lease 9/11/1980 5/31/2025 19.509
135 LEA-107641_OML 529864 Taken to Lease 9/11/1980 5/31/2025 9.623
136 LEA-107642_OML 477786 Taken to Lease 9/9/1980 5/31/2025 20.807
137 LEA-107643_OML 370880 Taken to Lease 9/9/1980 5/31/2025 9.587
138 LEA-107644_OML 370879 Taken to Lease 9/9/1980 5/31/2025 6.345
139 LEA-107645_OML 370878 Taken to Lease 9/9/1980 5/31/2025 12.441
140 LEA-107646_OML 370877 Taken to Lease 9/9/1980 5/31/2025 20.790
141 LEA-107647_OML 370876 Taken to Lease 9/9/1980 5/31/2025 16.253
142 LEA-107648_OML 529756 Taken to Lease 9/11/1980 5/31/2025 5.613

 

  December 2024
  TECHNICAL REPORT –
MUSSELWHITE MINE, ONTARIO, CANADA
Document # C8630-0000-PM-RPT-001 – Rev. 0

 

# Lease Code Lease
Name
Status Grant
Date
Expiry
Date
Area
(ha)
143 LEA-107649_OML 529727 Taken to Lease 9/11/1980 5/31/2025 7.085
144 LEA-107650_OML 529502 Taken to Lease 9/11/1980 5/31/2025 15.207
145 LEA-107651_OML 529505 Taken to Lease 9/11/1980 5/31/2025 21.892
146 LEA-107652_OML 529726 Taken to Lease 9/11/1980 5/31/2025 14.549
147 LEA-107653_OML 529733 Taken to Lease 9/11/1980 5/31/2025 26.319
148 LEA-107654_OML 529741 Taken to Lease 9/11/1980 5/31/2025 16.898
149 LEA-107655_OML 529744 Taken to Lease 9/11/1980 5/31/2025 18.789
150 LEA-107656_OML 529751 Taken to Lease 9/11/1980 5/31/2025 8.049
151 LEA-107657_OML 529755 Taken to Lease 9/11/1980 5/31/2025 13.277
152 LEA-107658_OML 529754 Taken to Lease 9/11/1980 5/31/2025 10.480
153 LEA-107659_OML 529752 Taken to Lease 9/11/1980 5/31/2025 12.961
154 LEA-107660_OML 529743 Taken to Lease 9/11/1980 5/31/2025 24.546
155 LEA-107661_OML 529742 Taken to Lease 9/11/1980 5/31/2025 4.074
156 LEA-107662_OML 486396 Taken to Lease 9/9/1980 5/31/2025 11.937
157 LEA-107663_OML 550138 Taken to Lease 9/11/1980 5/31/2025 15.832
158 LEA-107664_OML 550145 Taken to Lease 9/11/1980 5/31/2025 16.590
159 LEA-107665_OML 508459 Taken to Lease 9/9/1980 5/31/2025 15.337
160 LEA-107666_OML 550134 Taken to Lease 9/11/1980 5/31/2025 9.602
161 LEA-107667_OML 550133 Taken to Lease 9/11/1980 5/31/2025 15.055
162 LEA-107668_OML 550132 Taken to Lease 9/11/1980 5/31/2025 14.800
163 LEA-107669_OML 529498 Taken to Lease 9/11/1980 5/31/2025 5.308
164 LEA-107670_OML 529499 Taken to Lease 9/11/1980 5/31/2025 10.274
165 LEA-107671_OML 529841 Taken to Lease 9/11/1980 5/31/2025 23.038
166 LEA-107672_OML 529842 Taken to Lease 9/11/1980 5/31/2025 6.892
167 LEA-107673_OML 529859 Taken to Lease 9/11/1980 5/31/2025 16.045
168 LEA-107674_OML 529865 Taken to Lease 9/11/1980 5/31/2025 13.059
169 LEA-107675_OML 529882 Taken to Lease 9/11/1980 5/31/2025 15.704
170 LEA-107676_OML 436844 Taken to Lease 9/9/1980 5/31/2025 18.363
171 LEA-107677_OML 550137 Taken to Lease 9/11/1980 5/31/2025 23.500
172 LEA-107678_OML 550140 Taken to Lease 9/11/1980 5/31/2025 41.569
173 LEA-107679_OML 550147 Taken to Lease 9/11/1980 5/31/2025 30.545
174 LEA-107680_OML 550150 Taken to Lease 9/11/1980 5/31/2025 9.530
175 LEA-107681_OML 529562 Taken to Lease 9/11/1980 5/31/2025 6.085
176 LEA-107682_OML 529563 Taken to Lease 9/11/1980 5/31/2025 13.063
177 LEA-107683_OML 477792 Taken to Lease 9/9/1980 5/31/2025 17.634
178 LEA-107684_OML 370870 Taken to Lease 9/9/1980 5/31/2025 14.626

 

  December 2024
  TECHNICAL REPORT –
MUSSELWHITE MINE, ONTARIO, CANADA
Document # C8630-0000-PM-RPT-001 – Rev. 0

 

# Lease Code Lease
Name
Status Grant
Date
Expiry
Date
Area
(ha)
179 LEA-107685_OML 370869 Taken to Lease 9/9/1980 5/31/2025 16.478
180 LEA-107686_OML 370868 Taken to Lease 9/9/1980 5/31/2025 16.451
181 LEA-107687_OML 369756 Taken to Lease 9/9/1980 5/31/2025 17.853
182 LEA-107688_OML 369758 Taken to Lease 9/9/1980 5/31/2025 17.326
183 LEA-107689_OML 370871 Taken to Lease 9/9/1980 5/31/2025 12.156
184 LEA-107690_OML 477791 Taken to Lease 9/9/1980 5/31/2025 24.583
185 LEA-107691_OML 529564 Taken to Lease 9/11/1980 5/31/2025 21.078
186 LEA-107692_OML 529565 Taken to Lease 9/11/1980 5/31/2025 17.221
187 LEA-107693_OML 529887 Taken to Lease 9/11/1980 5/31/2025 14.532
188 LEA-107694_OML 529860 Taken to Lease 9/11/1980 5/31/2025 20.797
189 LEA-107695_OML 477790 Taken to Lease 9/9/1980 5/31/2025 21.459
190 LEA-107696_OML 370872 Taken to Lease 9/9/1980 5/31/2025 8.881
191 LEA-107697_OML 369757 Taken to Lease 9/9/1980 5/31/2025 14.946
192 LEA-107698_OML 369755 Taken to Lease 9/9/1980 5/31/2025 13.497
193 LEA-107699_OML 369753 Taken to Lease 9/9/1980 5/31/2025 9.022
194 LEA-107700_OML 369764 Taken to Lease 9/9/1980 5/31/2025 14.121
195 LEA-107701_OML 369765 Taken to Lease 9/9/1980 5/31/2025 12.354
196 LEA-107702_OML 369744 Taken to Lease 9/9/1980 5/31/2025 10.626
197 LEA-107703_OML 369747 Taken to Lease 9/9/1980 5/31/2025 12.681
198 LEA-107704_OML 369750 Taken to Lease 9/9/1980 5/31/2025 13.662
199 LEA-107705_OML 370873 Taken to Lease 9/9/1980 5/31/2025 8.511
200 LEA-107706_OML 477789 Taken to Lease 9/9/1980 5/31/2025 18.279
201 LEA-107707_OML 529861 Taken to Lease 9/11/1980 5/31/2025 16.018
202 LEA-107708_OML 529886 Taken to Lease 9/11/1980 5/31/2025 13.271
203 LEA-107709_OML 436842 Taken to Lease 9/9/1980 5/31/2025 15.270
204 LEA-107710_OML 436843 Taken to Lease 9/9/1980 5/31/2025 16.399
205 LEA-107711_OML 370867 Taken to Lease 9/9/1980 5/31/2025 16.387
206 LEA-107712_OML 369763 Taken to Lease 9/9/1980 5/31/2025 12.845
207 LEA-107713_OML 369754 Taken to Lease 9/9/1980 5/31/2025 7.959
208 LEA-108173_OML 529500 Taken to Lease 9/11/1980 4/30/2029 11.467
209 LEA-108174_OML 529497 Taken to Lease 9/11/1980 4/30/2029 11.397
210 LEA-108175_OML 508458 Taken to Lease 9/9/1980 4/30/2029 17.230
211 LEA-108176_OML 508460 Taken to Lease 9/9/1980 4/30/2029 14.811
212 LEA-108182_OML 529840 Taken to Lease 9/11/1980 3/31/2029 19.698
213 LEA-108183_OML 529844 Taken to Lease 9/11/1980 3/31/2029 12.508
214 LEA-108184_OML 529839 Taken to Lease 9/11/1980 3/31/2029 18.198

 

  December 2024
  TECHNICAL REPORT –
MUSSELWHITE MINE, ONTARIO, CANADA
Document # C8630-0000-PM-RPT-001 – Rev. 0

 

# Lease Code Lease
Name
Status Grant
Date
Expiry
Date
Area
(ha)
215 LEA-108185_OML 529826 Taken to Lease 9/11/1980 3/31/2029 17.703
216 LEA-108186_OML 529827 Taken to Lease 9/11/1980 3/31/2029 17.309
217 LEA-108187_OML 529838 Taken to Lease 9/11/1980 3/31/2029 15.050
218 LEA-108188_OML 529845 Taken to Lease 9/11/1980 3/31/2029 12.390
219 LEA-108189_OML 529856 Taken to Lease 9/11/1980 3/31/2029 25.387
220 LEA-108190_OML 529855 Taken to Lease 9/11/1980 3/31/2029 9.522
221 LEA-108191_OML 529846 Taken to Lease 9/11/1980 3/31/2029 8.320
222 LEA-108192_OML 529837 Taken to Lease 9/11/1980 3/31/2029 14.106
223 LEA-108193_OML 529847 Taken to Lease 9/11/1980 3/31/2029 22.266
224 LEA-108194_OML 529854 Taken to Lease 9/11/1980 3/31/2029 39.957
225 LEA-108195_OML 529870 Taken to Lease 9/11/1980 3/31/2029 15.267
226 LEA-108196_OML 529871 Taken to Lease 9/11/1980 3/31/2029 13.245
227 LEA-108747_OML 529402 Taken to Lease 9/11/1980 1/31/2032 17.533
228 LEA-108748_OML 529403 Taken to Lease 9/11/1980 1/31/2032 12.635
229 LEA-108749_OML 529404 Taken to Lease 9/11/1980 1/31/2032 3.698
230 LEA-108750_OML 529405 Taken to Lease 9/11/1980 1/31/2032 4.121
231 LEA-108751_OML 529413 Taken to Lease 9/11/1980 1/31/2032 28.210
232 LEA-108752_OML 529414 Taken to Lease 9/11/1980 1/31/2032 19.032
233 LEA-108753_OML 529415 Taken to Lease 9/11/1980 1/31/2032 15.127
234 LEA-108754_OML 529416 Taken to Lease 9/11/1980 1/31/2032 19.110
235 LEA-108755_OML 529417 Taken to Lease 9/11/1980 1/31/2032 11.718
236 LEA-108756_OML 529420 Taken to Lease 9/11/1980 1/31/2032 21.174
237 LEA-108757_OML 529421 Taken to Lease 9/11/1980 1/31/2032 17.500
238 LEA-108758_OML 529422 Taken to Lease 9/11/1980 1/31/2032 20.244
239 LEA-108759_OML 529423 Taken to Lease 9/11/1980 1/31/2032 13.694
240 LEA-108760_OML 529424 Taken to Lease 9/11/1980 1/31/2032 21.524
241 LEA-109022_OML 550152 Taken to Lease 2/21/1991 2/28/2033 28.977
242 LEA-109023_OML 550151 Taken to Lease 2/21/1991 2/28/2033 11.810
243 LEA-109024_OML 550155 Taken to Lease 2/21/1991 2/28/2033 20.953
244 LEA-109025_OML 550154 Taken to Lease 2/21/1991 2/28/2033 8.518
245 LEA-109026_OML 550158 Taken to Lease 2/21/1991 2/28/2033 25.303
246 LEA-109027_OML 550157 Taken to Lease 2/21/1991 2/28/2033 14.943
247 LEA-109028_OML 529519 Taken to Lease 2/21/1991 2/28/2033 8.984
248 LEA-109029_OML 529520 Taken to Lease 2/21/1991 2/28/2033 25.973
249 LEA-109030_OML 529523 Taken to Lease 2/21/1991 2/28/2033 17.833
250 LEA-109031_OML 529531 Taken to Lease 2/21/1991 2/28/2033 6.508

 

  December 2024
  TECHNICAL REPORT –
MUSSELWHITE MINE, ONTARIO, CANADA
Document # C8630-0000-PM-RPT-001 – Rev. 0

 

# Lease Code Lease
Name
Status Grant
Date
Expiry
Date
Area
(ha)
251 LEA-109032_OML 529524 Taken to Lease 2/21/1991 2/28/2033 8.265
252 LEA-109033_OML 529532 Taken to Lease 2/21/1991 2/28/2033 34.307
253 LEA-109034_OML 529535 Taken to Lease 2/21/1991 2/28/2033 28.554
254 LEA-109035_OML 529536 Taken to Lease 2/21/1991 2/28/2033 14.443
255 LEA-109036_OML 529543 Taken to Lease 2/21/1991 2/28/2033 8.247
256 LEA-109037_OML 529544 Taken to Lease 2/21/1991 2/28/2033 27.912
257 LEA-109038_OML 529550 Taken to Lease 2/21/1991 2/28/2033 30.134
258 LEA-109039_OML 529549 Taken to Lease 2/21/1991 2/28/2033 14.659
259 LEA-109062_OML 529911 Taken to Lease 9/11/1980 5/31/2033 16.351
260 LEA-109063_OML 529910 Taken to Lease 9/11/1980 5/31/2033 15.624
261 LEA-109064_OML 529912 Taken to Lease 9/11/1980 5/31/2033 16.173
262 LEA-109065_OML 529913 Taken to Lease 9/11/1980 5/31/2033 16.766
263 LEA-109066_OML 529914 Taken to Lease 9/11/1980 5/31/2033 17.563
264 LEA-109067_OML 529915 Taken to Lease 9/11/1980 5/31/2033 16.701
265 LEA-109068_OML 529893 Taken to Lease 9/11/1980 5/31/2033 17.091
266 LEA-109069_OML 529892 Taken to Lease 9/11/1980 5/31/2033 19.986
267 LEA-109070_OML 529891 Taken to Lease 9/11/1980 5/31/2033 18.155
268 LEA-109071_OML 529890 Taken to Lease 9/11/1980 5/31/2033 18.405
269 LEA-109072_OML 529889 Taken to Lease 9/11/1980 5/31/2033 19.575
270 LEA-109073_OML 529888 Taken to Lease 9/11/1980 5/31/2033 21.099
271 LEA-109077_OML 529902 Taken to Lease 9/11/1980 5/31/2033 18.214
272 LEA-109078_OML 529903 Taken to Lease 9/11/1980 5/31/2033 16.879
273 LEA-109079_OML 529904 Taken to Lease 9/11/1980 5/31/2033 14.844
274 LEA-109080_OML 529900 Taken to Lease 9/11/1980 5/31/2033 12.822
275 LEA-109081_OML 529901 Taken to Lease 9/11/1980 5/31/2033 13.703
276 LEA-109082_OML 529899 Taken to Lease 9/11/1980 5/31/2033 13.999
277 LEA-109083_OML 529874 Taken to Lease 9/11/1980 5/31/2033 21.743
278 LEA-109084_OML 529875 Taken to Lease 9/11/1980 5/31/2033 18.887
279 LEA-109085_OML 529876 Taken to Lease 9/11/1980 5/31/2033 18.197
280 LEA-109086_OML 529873 Taken to Lease 9/11/1980 5/31/2033 12.408
281 LEA-109087_OML 529872 Taken to Lease 9/11/1980 5/31/2033 11.649
282 LEA-109088_OML 529851 Taken to Lease 9/11/1980 5/31/2033 12.242
283 LEA-109089_OML 529852 Taken to Lease 9/11/1980 5/31/2033 14.500
284 LEA-109090_OML 529853 Taken to Lease 9/11/1980 5/31/2033 18.598
285 LEA-109091_OML 529850 Taken to Lease 9/11/1980 5/31/2033 16.859
286 LEA-109092_OML 529849 Taken to Lease 9/11/1980 5/31/2033 15.890

 

  December 2024
  TECHNICAL REPORT –
MUSSELWHITE MINE, ONTARIO, CANADA
Document # C8630-0000-PM-RPT-001 – Rev. 0

 

# Lease Code Lease
Name
Status Grant
Date
Expiry
Date
Area
(ha)
251 LEA-109032_OML 529524 Taken to Lease 2/21/1991 2/28/2033 8.265
252 LEA-109033_OML 529532 Taken to Lease 2/21/1991 2/28/2033 34.307
253 LEA-109034_OML 529535 Taken to Lease 2/21/1991 2/28/2033 28.554
254 LEA-109035_OML 529536 Taken to Lease 2/21/1991 2/28/2033 14.443
255 LEA-109036_OML 529543 Taken to Lease 2/21/1991 2/28/2033 8.247
256 LEA-109037_OML 529544 Taken to Lease 2/21/1991 2/28/2033 27.912
257 LEA-109038_OML 529550 Taken to Lease 2/21/1991 2/28/2033 30.134
258 LEA-109039_OML 529549 Taken to Lease 2/21/1991 2/28/2033 14.659
259 LEA-109062_OML 529911 Taken to Lease 9/11/1980 5/31/2033 16.351
260 LEA-109063_OML 529910 Taken to Lease 9/11/1980 5/31/2033 15.624
261 LEA-109064_OML 529912 Taken to Lease 9/11/1980 5/31/2033 16.173
262 LEA-109065_OML 529913 Taken to Lease 9/11/1980 5/31/2033 16.766
263 LEA-109066_OML 529914 Taken to Lease 9/11/1980 5/31/2033 17.563
264 LEA-109067_OML 529915 Taken to Lease 9/11/1980 5/31/2033 16.701
265 LEA-109068_OML 529893 Taken to Lease 9/11/1980 5/31/2033 17.091
266 LEA-109069_OML 529892 Taken to Lease 9/11/1980 5/31/2033 19.986
267 LEA-109070_OML 529891 Taken to Lease 9/11/1980 5/31/2033 18.155
268 LEA-109071_OML 529890 Taken to Lease 9/11/1980 5/31/2033 18.405
269 LEA-109072_OML 529889 Taken to Lease 9/11/1980 5/31/2033 19.575
270 LEA-109073_OML 529888 Taken to Lease 9/11/1980 5/31/2033 21.099
271 LEA-109077_OML 529902 Taken to Lease 9/11/1980 5/31/2033 18.214
272 LEA-109078_OML 529903 Taken to Lease 9/11/1980 5/31/2033 16.879
273 LEA-109079_OML 529904 Taken to Lease 9/11/1980 5/31/2033 14.844
274 LEA-109080_OML 529900 Taken to Lease 9/11/1980 5/31/2033 12.822
275 LEA-109081_OML 529901 Taken to Lease 9/11/1980 5/31/2033 13.703
276 LEA-109082_OML 529899 Taken to Lease 9/11/1980 5/31/2033 13.999
277 LEA-109083_OML 529874 Taken to Lease 9/11/1980 5/31/2033 21.743
278 LEA-109084_OML 529875 Taken to Lease 9/11/1980 5/31/2033 18.887
279 LEA-109085_OML 529876 Taken to Lease 9/11/1980 5/31/2033 18.197
280 LEA-109086_OML 529873 Taken to Lease 9/11/1980 5/31/2033 12.408
281 LEA-109087_OML 529872 Taken to Lease 9/11/1980 5/31/2033 11.649
282 LEA-109088_OML 529851 Taken to Lease 9/11/1980 5/31/2033 12.242
283 LEA-109089_OML 529852 Taken to Lease 9/11/1980 5/31/2033 14.500
284 LEA-109090_OML 529853 Taken to Lease 9/11/1980 5/31/2033 18.598
285 LEA-109091_OML 529850 Taken to Lease 9/11/1980 5/31/2033 16.859
286 LEA-109092_OML 529849 Taken to Lease 9/11/1980 5/31/2033 15.890

 

  December 2024
  TECHNICAL REPORT –
MUSSELWHITE MINE, ONTARIO, CANADA
Document # C8630-0000-PM-RPT-001 – Rev. 0

 

# Lease Code Lease
Name
Status Grant
Date
Expiry
Date
Area
(ha)
323 LEA-109137_OML 529823 Taken to Lease 9/11/1980 5/31/2033 21.363
324 LEA-109138_OML 529822 Taken to Lease 9/11/1980 5/31/2033 21.888
325 LEA-109212_OML 529833 Taken to Lease 9/11/1980 5/31/2033 17.463
326 LEA-109213_OML 529487 Taken to Lease 9/11/1980 5/31/2033 19.024
327 LEA-109214_OML 529496 Taken to Lease 9/11/1980 5/31/2033 15.627
328 LEA-109215_OML 529495 Taken to Lease 9/11/1980 5/31/2033 16.612
329 LEA-109216_OML 529494 Taken to Lease 9/11/1980 5/31/2033 15.621
330 LEA-109217_OML 529493 Taken to Lease 9/11/1980 5/31/2033 10.981
331 LEA-109218_OML 529828 Taken to Lease 9/11/1980 5/31/2033 13.639
332 LEA-109219_OML 529829 Taken to Lease 9/11/1980 5/31/2033 17.434
333 LEA-109220_OML 529830 Taken to Lease 9/11/1980 5/31/2033 22.271
334 LEA-109221_OML 529831 Taken to Lease 9/11/1980 5/31/2033 20.719
335 LEA-109222_OML 529832 Taken to Lease 9/11/1980 5/31/2033 20.225
336 LEA-109223_OML 529836 Taken to Lease 9/11/1980 5/31/2033 6.939
337 LEA-109224_OML 529835 Taken to Lease 9/11/1980 5/31/2033 9.829
338 LEA-109225_OML 529834 Taken to Lease 9/11/1980 5/31/2033 18.380

 

  December 2024
  TECHNICAL REPORT –
MUSSELWHITE MINE, ONTARIO, CANADA
Document # C8630-0000-PM-RPT-001 – Rev. 0

 

 

 

 

 

 

 

 

 

 

Appendix 3 –
Musselwhite Mine Claims

 

 

  December 2024
  TECHNICAL REPORT –
MUSSELWHITE MINE, ONTARIO, CANADA
Document # C8630-0000-PM-RPT-001 – Rev. 0

 

Musselwhite Mine Claims

 

# Claim Name Claim
Acquisition Date
Claim Expiry
Date
Official Area
Value (ha)
(MM/DD/YYYY) (MM/DD/YYYY)
1 100746 4/10/2018 10/26/2030 19.626
2 101311 4/10/2018 10/27/2030 19.648
3 101312 4/10/2018 10/27/2030 19.650
4 101493 4/10/2018 11/6/2030 19.643
5 103046 4/10/2018 9/26/2030 19.642
6 103159 4/10/2018 10/27/2030 19.651
7 103263 4/10/2018 10/27/2030 19.646
8 103282 4/10/2018 9/26/2030 19.642
9 105575 4/10/2018 9/26/2030 19.644
10 107027 4/10/2018 9/26/2030 19.639
11 107195 4/10/2018 3/11/2030 19.648
12 107954 4/10/2018 1/28/2030 19.635
13 107955 4/10/2018 1/28/2030 19.636
14 108795 4/10/2018 9/10/2030 19.625
15 108873 4/10/2018 1/28/2030 19.641
16 109175 4/10/2018 9/12/2030 19.626
17 110987 4/10/2018 2/11/2030 19.650
18 110988 4/10/2018 2/11/2030 19.652
19 110989 4/10/2018 2/11/2030 19.655
20 111372 4/10/2018 10/22/2030 19.528
21 111846 4/10/2018 9/11/2030 19.608
22 112059 4/10/2018 9/26/2030 19.637
23 112852 4/10/2018 1/28/2030 19.653
24 112853 4/10/2018 4/15/2030 19.653
25 113176 4/10/2018 10/26/2030 19.614
26 113272 4/10/2018 10/26/2030 19.618
27 113796 4/10/2018 9/22/2030 19.603
28 113821 4/10/2018 10/22/2030 19.551
29 113912 4/10/2018 10/27/2030 19.607
30 114337 4/10/2018 2/11/2030 19.654
31 114365 4/10/2018 10/27/2030 19.606

 

  December 2024
  TECHNICAL REPORT –
MUSSELWHITE MINE, ONTARIO, CANADA
Document # C8630-0000-PM-RPT-001 – Rev. 0

 

# Claim Name Claim
Acquisition Date
Claim Expiry
Date
Official Area
Value (ha)
(MM/DD/YYYY) (MM/DD/YYYY)
32 114606 4/10/2018 7/16/2030 19.566
33 114666 4/10/2018 2/11/2030 19.652
34 114751 4/10/2018 1/13/2030 19.597
35 114752 4/10/2018 1/13/2030 19.600
36 114853 4/10/2018 11/6/2030 19.640
37 114913 4/10/2018 10/26/2030 19.619
38 115288 4/10/2018 10/22/2030 19.545
39 116821 4/10/2018 11/6/2030 19.645
40 117380 4/10/2018 10/27/2030 19.648
41 117381 4/10/2018 10/27/2030 19.648
42 117790 4/10/2018 6/24/2030 19.645
43 117791 4/10/2018 10/27/2030 19.645
44 118157 4/10/2018 9/26/2030 19.644
45 118361 4/10/2018 10/27/2030 19.649
46 118461 4/10/2018 6/24/2030 19.645
47 118855 4/10/2018 9/26/2030 19.642
48 121116 4/10/2018 11/6/2030 19.646
49 123564 4/10/2018 9/11/2030 19.608
50 123586 4/10/2018 1/28/2030 19.646
51 123833 4/10/2018 10/27/2030 19.648
52 123834 4/10/2018 10/27/2030 19.651
53 124419 4/10/2018 10/27/2030 19.646
54 125396 4/10/2018 1/28/2030 19.640
55 125861 4/10/2018 9/11/2030 19.611
56 126293 4/10/2018 9/12/2030 19.625
57 126357 4/10/2018 10/26/2030 19.625
58 126572 4/10/2018 3/11/2030 19.644
59 126733 4/10/2018 9/26/2030 19.646
60 126778 4/10/2018 1/13/2030 19.607
61 126875 4/10/2018 10/26/2030 19.623
62 127065 4/10/2018 6/24/2030 19.643
63 127698 4/10/2018 9/26/2030 19.641
64 128082 4/10/2018 9/26/2030 19.644

 

  December 2024
  TECHNICAL REPORT –
MUSSELWHITE MINE, ONTARIO, CANADA
Document # C8630-0000-PM-RPT-001 – Rev. 0

 

# Claim Name Claim
Acquisition Date
Claim Expiry
Date
Official Area
Value (ha)
(MM/DD/YYYY) (MM/DD/YYYY)
65 128738 4/10/2018 2/11/2030 19.642
66 128739 4/10/2018 2/11/2030 19.642
67 128917 4/10/2018 10/27/2030 19.648
68 130002 4/10/2018 9/26/2030 19.639
69 130003 4/10/2018 9/26/2030 19.639
70 130379 4/10/2018 9/11/2030 19.611
71 131005 4/10/2018 9/11/2030 19.617
72 131381 4/10/2018 10/27/2030 19.603
73 131965 4/10/2018 4/12/2030 19.592
74 132576 4/10/2018 10/22/2030 19.541
75 132618 4/10/2018 4/12/2030 19.600
76 132619 4/10/2018 9/11/2030 19.608
77 132637 4/10/2018 4/12/2030 19.600
78 133412 4/10/2018 3/11/2030 19.646
79 133861 4/10/2018 11/6/2030 19.640
80 133942 4/10/2018 10/27/2030 19.602
81 134361 4/10/2018 9/10/2030 19.627
82 134546 4/10/2018 10/27/2030 19.600
83 135449 4/10/2018 2/11/2030 19.638
84 136656 4/10/2018 9/26/2030 19.636
85 136903 4/10/2018 1/28/2030 19.640
86 137996 4/10/2018 1/28/2030 19.652
87 138104 4/10/2018 11/6/2030 19.642
88 138429 4/10/2018 9/26/2030 19.639
89 138628 4/10/2018 9/26/2030 19.646
90 138750 4/10/2018 1/28/2030 19.627
91 139202 4/10/2018 7/16/2030 19.566
92 139441 4/10/2018 9/11/2030 19.616
93 139710 4/10/2018 9/26/2030 19.635
94 140272 4/10/2018 2/11/2030 19.644
95 140463 4/10/2018 2/11/2030 19.654
96 140741 4/10/2018 11/6/2030 19.638
97 141048 4/10/2018 3/11/2030 19.649

 

  December 2024
  TECHNICAL REPORT –
MUSSELWHITE MINE, ONTARIO, CANADA
Document # C8630-0000-PM-RPT-001 – Rev. 0

 

# Claim Name Claim
Acquisition Date
Claim Expiry
Date
Official Area
Value (ha)
(MM/DD/YYYY) (MM/DD/YYYY)
98 141994 4/10/2018 1/28/2030 19.621
99 142443 4/10/2018 10/7/2030 19.605
100 142913 4/10/2018 1/28/2030 19.633
101 142914 4/10/2018 1/28/2030 19.636
102 142915 4/10/2018 1/28/2030 19.638
103 144002 4/10/2018 11/6/2030 19.641
104 144030 4/10/2018 9/12/2030 19.621
105 144055 4/10/2018 9/12/2030 19.620
106 145203 4/10/2018 2/11/2030 19.646
107 145204 4/10/2018 2/11/2030 19.649
108 145295 4/10/2018 1/13/2030 19.599
109 145301 4/10/2018 10/27/2030 19.600
110 146319 4/10/2018 11/6/2030 19.642
111 146416 4/10/2018 2/11/2030 19.652
112 146550 4/10/2018 10/26/2030 19.610
113 146851 4/10/2018 11/6/2030 19.649
114 147953 4/10/2018 2/23/2030 19.596
115 147954 4/10/2018 2/23/2030 19.596
116 148089 4/10/2018 10/7/2030 19.608
117 148244 4/10/2018 9/26/2030 19.652
118 148451 4/10/2018 9/22/2030 19.608
119 148665 4/10/2018 10/22/2030 19.535
120 148705 4/10/2018 8/28/2030 19.603
121 148870 4/10/2018 9/9/2030 19.629
122 148922 4/10/2018 3/11/2030 19.640
123 149222 4/10/2018 4/12/2030 19.597
124 149249 4/10/2018 4/12/2030 19.596
125 149374 4/10/2018 10/27/2030 19.601
126 149375 4/10/2018 10/27/2030 19.605
127 150923 4/10/2018 1/28/2030 19.625
128 150997 4/10/2018 1/28/2030 19.646
129 151455 4/10/2018 10/22/2030 19.540
130 151514 4/10/2018 10/22/2030 19.560

 

  December 2024
  TECHNICAL REPORT –
MUSSELWHITE MINE, ONTARIO, CANADA
Document # C8630-0000-PM-RPT-001 – Rev. 0

 

# Claim Name Claim
Acquisition Date
Claim Expiry
Date
Official Area
Value (ha)
(MM/DD/YYYY) (MM/DD/YYYY)
131 151517 4/10/2018 10/22/2030 19.564
132 151522 4/10/2018 10/22/2030 19.534
133 152150 4/10/2018 10/27/2030 19.605
134 152171 4/10/2018 12/31/2029 19.602
135 152185 4/10/2018 2/23/2030 19.602
136 152331 4/10/2018 10/27/2030 19.647
137 153114 4/10/2018 9/11/2030 19.615
138 153421 4/10/2018 11/6/2030 19.642
139 153825 4/10/2018 2/11/2030 19.647
140 154021 4/10/2018 8/28/2030 19.600
141 154022 4/10/2018 12/28/2029 19.602
142 154377 4/10/2018 10/27/2030 19.649
143 154622 4/10/2018 1/28/2030 19.653
144 154945 4/10/2018 9/26/2030 19.641
145 155064 4/10/2018 10/27/2030 19.645
146 155645 4/10/2018 11/6/2030 19.641
147 156091 4/10/2018 10/26/2030 19.615
148 156092 4/10/2018 10/26/2030 19.619
149 156135 4/10/2018 11/6/2030 19.641
150 156136 4/10/2018 11/6/2030 19.641
151 156171 4/10/2018 10/26/2030 19.621
152 156172 4/10/2018 10/26/2030 19.621
153 156173 4/10/2018 10/26/2030 19.621
154 158190 4/10/2018 9/26/2030 19.648
155 158596 4/10/2018 9/12/2030 19.619
156 159347 4/10/2018 10/27/2030 19.602
157 160026 4/10/2018 10/26/2030 19.608
158 160522 4/10/2018 2/11/2030 19.654
159 160677 4/10/2018 1/28/2030 19.629
160 162089 4/10/2018 4/12/2030 19.590
161 163318 4/10/2018 11/6/2030 19.649
162 164073 4/10/2018 11/6/2030 19.643
163 164132 4/10/2018 10/26/2030 19.614

 

  December 2024
  TECHNICAL REPORT –
MUSSELWHITE MINE, ONTARIO, CANADA
Document # C8630-0000-PM-RPT-001 – Rev. 0

 

# Claim Name Claim
Acquisition Date
Claim Expiry
Date
Official Area
Value (ha)
(MM/DD/YYYY) (MM/DD/YYYY)
164 164580 4/10/2018 3/11/2030 19.646
165 164669 4/10/2018 1/13/2030 19.603
166 165432 4/10/2018 10/26/2030 19.608
167 166005 4/10/2018 1/28/2030 19.625
168 166006 4/10/2018 1/28/2030 19.630
169 166398 4/10/2018 1/28/2030 19.647
170 167996 4/10/2018 10/22/2030 19.524
171 168098 4/10/2018 10/22/2030 19.552
172 168099 4/10/2018 10/22/2030 19.555
173 168759 4/10/2018 2/23/2030 19.608
174 168763 4/10/2018 2/23/2030 19.590
175 168933 4/10/2018 10/27/2030 19.645
176 168952 4/10/2018 10/27/2030 19.650
177 169202 4/10/2018 1/28/2030 19.616
178 169203 4/10/2018 1/28/2030 19.618
179 169204 4/10/2018 1/28/2030 19.618
180 169205 4/10/2018 1/28/2030 19.618
181 169714 4/10/2018 9/11/2030 19.617
182 169856 4/10/2018 9/11/2030 19.612
183 170316 4/10/2018 10/27/2030 19.644
184 171012 4/10/2018 10/27/2030 19.653
185 171128 4/10/2018 10/26/2030 19.608
186 171129 4/10/2018 10/26/2030 19.609
187 171230 4/10/2018 1/28/2030 19.623
188 171241 4/10/2018 10/26/2030 19.617
189 171316 4/10/2018 2/11/2030 19.631
190 171597 4/10/2018 6/24/2030 19.645
191 171598 4/10/2018 10/27/2030 19.651
192 171796 4/10/2018 9/9/2030 19.629
193 172024 4/10/2018 2/11/2030 19.631
194 172188 4/10/2018 11/6/2030 19.640
195 172216 4/10/2018 9/26/2030 19.639
196 172222 4/10/2018 11/6/2030 19.643

 

  December 2024
  TECHNICAL REPORT –
MUSSELWHITE MINE, ONTARIO, CANADA
Document # C8630-0000-PM-RPT-001 – Rev. 0

 

# Claim Name Claim
Acquisition Date
Claim Expiry
Date
Official Area
Value (ha)
(MM/DD/YYYY) (MM/DD/YYYY)
197 172599 4/10/2018 2/11/2030 19.648
198 172600 4/10/2018 2/11/2030 19.648
199 172877 4/10/2018 9/12/2030 19.607
200 173214 4/10/2018 6/24/2030 19.647
201 173215 4/10/2018 10/27/2030 19.649
202 173861 4/10/2018 11/6/2030 19.646
203 173864 4/10/2018 11/6/2030 19.641
204 174443 4/10/2018 10/27/2030 19.645
205 174619 4/10/2018 11/6/2030 19.640
206 174627 4/10/2018 9/11/2030 19.614
207 174918 4/10/2018 3/11/2030 19.646
208 175011 4/10/2018 2/11/2030 19.655
209 176778 4/10/2018 1/28/2030 19.610
210 176849 4/10/2018 9/26/2030 19.650
211 177330 4/10/2018 9/12/2030 19.611
212 177522 4/10/2018 11/6/2030 19.640
213 178893 4/10/2018 6/26/2030 19.605
214 179519 4/10/2018 1/28/2030 19.644
215 179520 4/10/2018 1/28/2030 19.644
216 179552 4/10/2018 9/10/2030 19.627
217 180196 4/10/2018 9/26/2030 19.639
218 180572 4/10/2018 2/11/2030 19.632
219 180617 4/10/2018 9/26/2030 19.648
220 180780 4/10/2018 2/11/2030 19.638
221 182107 4/10/2018 1/28/2030 19.638
222 182168 4/10/2018 9/11/2030 19.613
223 182182 4/10/2018 3/11/2030 19.648
224 183629 4/10/2018 1/28/2030 19.612
225 185360 4/10/2018 1/28/2030 19.650
226 185778 4/10/2018 1/28/2030 19.613
227 186624 4/10/2018 1/28/2030 19.640
228 186761 4/10/2018 9/10/2030 19.624
229 186762 4/10/2018 9/10/2030 19.624

 

  December 2024
  TECHNICAL REPORT –
MUSSELWHITE MINE, ONTARIO, CANADA
Document # C8630-0000-PM-RPT-001 – Rev. 0

 

# Claim Name Claim
Acquisition Date
Claim Expiry
Date
Official Area
Value (ha)
(MM/DD/YYYY) (MM/DD/YYYY)
230 186763 4/10/2018 9/10/2030 19.625
231 186816 4/10/2018 1/28/2030 19.623
232 186972 4/10/2018 1/28/2030 19.647
233 187063 4/10/2018 9/11/2030 19.608
234 187098 4/10/2018 1/28/2030 19.630
235 187113 4/10/2018 12/31/2029 19.602
236 188583 4/10/2018 10/26/2030 19.615
237 188894 4/10/2018 1/28/2030 19.635
238 188895 4/10/2018 1/28/2030 19.640
239 189005 4/10/2018 10/7/2030 19.607
240 189782 4/10/2018 10/27/2030 19.651
241 189783 4/10/2018 10/27/2030 19.653
242 190480 4/10/2018 10/27/2030 19.645
243 190481 4/10/2018 10/27/2030 19.650
244 191417 4/10/2018 3/11/2030 19.640
245 192132 4/10/2018 9/26/2030 19.642
246 193087 4/10/2018 2/11/2030 19.650
247 193088 4/10/2018 2/11/2030 19.655
248 194322 4/10/2018 2/11/2030 19.644
249 195103 4/10/2018 1/28/2030 19.646
250 195774 4/10/2018 1/28/2030 19.612
251 196120 4/10/2018 8/28/2030 19.606
252 196331 4/10/2018 9/12/2030 19.619
253 196785 4/10/2018 10/22/2030 19.538
254 196786 4/10/2018 10/22/2030 19.541
255 196787 4/10/2018 9/22/2030 19.606
256 196832 4/10/2018 10/27/2030 19.648
257 197977 4/10/2018 10/7/2030 19.588
258 198032 4/10/2018 2/23/2030 19.603
259 198172 4/10/2018 2/23/2030 19.596
260 198631 4/10/2018 11/6/2030 19.638
261 198654 4/10/2018 1/28/2030 19.618
262 198886 4/10/2018 9/26/2030 19.644

 

  December 2024
  TECHNICAL REPORT –
MUSSELWHITE MINE, ONTARIO, CANADA
Document # C8630-0000-PM-RPT-001 – Rev. 0

 

# Claim Name Claim
Acquisition Date
Claim Expiry
Date
Official Area
Value (ha)
(MM/DD/YYYY) (MM/DD/YYYY)
263 199143 4/10/2018 1/28/2030 19.646
264 201202 4/10/2018 1/28/2030 19.619
265 201445 4/10/2018 9/12/2030 19.620
266 201558 4/10/2018 1/28/2030 19.635
267 201559 4/10/2018 1/28/2030 19.634
268 201603 4/10/2018 9/10/2030 19.622
269 202661 4/10/2018 11/6/2030 19.651
270 204008 4/10/2018 1/13/2030 19.601
271 204012 4/10/2018 10/27/2030 19.600
272 204851 4/10/2018 12/31/2029 19.602
273 204852 4/10/2018 12/2/2030 19.603
274 205389 4/10/2018 10/22/2030 19.558
275 205498 4/10/2018 10/27/2030 19.603
276 205499 4/10/2018 10/27/2030 19.605
277 205514 4/10/2018 2/23/2030 19.602
278 205534 4/10/2018 2/23/2030 19.590
279 205813 4/10/2018 6/26/2030 19.605
280 205929 4/10/2018 4/12/2030 19.588
281 206261 4/10/2018 10/27/2030 19.645
282 206262 4/10/2018 10/27/2030 19.647
283 206642 4/10/2018 1/28/2030 19.616
284 206652 4/10/2018 12/28/2029 19.600
285 206726 4/10/2018 10/22/2030 19.547
286 206973 4/10/2018 11/6/2030 19.647
287 206974 4/10/2018 10/27/2030 19.651
288 207276 4/10/2018 1/28/2030 19.653
289 207277 4/10/2018 1/28/2030 19.653
290 208916 4/10/2018 10/27/2030 19.647
291 208943 4/10/2018 6/24/2030 19.643
292 209006 4/10/2018 11/6/2030 19.641
293 209126 4/10/2018 2/11/2030 19.649
294 211934 4/10/2018 2/11/2030 19.646
295 212535 4/10/2018 2/11/2030 19.650

 

  December 2024
  TECHNICAL REPORT –
MUSSELWHITE MINE, ONTARIO, CANADA
Document # C8630-0000-PM-RPT-001 – Rev. 0

 

# Claim Name Claim
Acquisition Date
Claim Expiry
Date
Official Area
Value (ha)
(MM/DD/YYYY) (MM/DD/YYYY)
296 212536 4/10/2018 2/11/2030 19.652
297 213252 4/10/2018 10/26/2030 19.609
298 213253 4/10/2018 10/26/2030 19.612
299 214649 4/10/2018 2/23/2030 19.594
300 215136 4/10/2018 1/28/2030 19.647
301 216279 4/10/2018 4/12/2030 19.594
302 216951 4/10/2018 10/22/2030 19.560
303 216952 4/10/2018 10/22/2030 19.562
304 217483 4/10/2018 4/12/2030 19.600
305 217637 4/10/2018 2/23/2030 19.597
306 218164 4/10/2018 2/23/2030 19.592
307 218770 4/10/2018 1/28/2030 19.636
308 218771 4/10/2018 1/28/2030 19.638
309 219192 4/10/2018 9/11/2030 19.612
310 219228 4/10/2018 11/6/2030 19.649
311 219274 4/10/2018 2/11/2030 19.646
312 219340 4/10/2018 1/28/2030 19.652
313 219735 4/10/2018 10/27/2030 19.653
314 219806 4/10/2018 9/26/2030 19.642
315 219826 4/10/2018 10/27/2030 19.647
316 219913 4/10/2018 9/11/2030 19.609
317 220415 4/10/2018 6/24/2030 19.643
318 220416 4/10/2018 6/24/2030 19.645
319 220432 4/10/2018 6/24/2030 19.643
320 220488 4/10/2018 11/6/2030 19.642
321 221207 4/10/2018 11/6/2030 19.640
322 221547 4/10/2018 6/24/2030 19.642
323 221549 4/10/2018 9/12/2030 19.623
324 221578 4/10/2018 9/26/2030 19.639
325 221605 4/10/2018 10/26/2030 19.619
326 223652 4/10/2018 10/27/2030 19.650
327 224074 4/10/2018 1/13/2030 19.601
328 225879 4/10/2018 10/26/2030 19.615

 

  December 2024
  TECHNICAL REPORT –
MUSSELWHITE MINE, ONTARIO, CANADA
Document # C8630-0000-PM-RPT-001 – Rev. 0

 

# Claim Name Claim
Acquisition Date
Claim Expiry
Date
Official Area
Value (ha)
(MM/DD/YYYY) (MM/DD/YYYY)
329 226093 4/10/2018 1/28/2030 19.638
330 226670 4/10/2018 11/6/2030 19.649
331 227221 4/10/2018 2/11/2030 19.648
332 227449 4/10/2018 9/26/2030 19.647
333 227745 4/10/2018 9/26/2030 19.641
334 227868 4/10/2018 9/11/2030 19.608
335 228437 4/10/2018 9/26/2030 19.641
336 228480 4/10/2018 11/6/2030 19.643
337 228866 4/10/2018 9/12/2030 19.623
338 229935 4/10/2018 11/6/2030 19.636
339 230086 4/10/2018 2/11/2030 19.632
340 230724 4/10/2018 10/27/2030 19.602
341 231325 4/10/2018 1/28/2030 19.612
342 231470 4/10/2018 10/26/2030 19.612
343 231931 4/10/2018 9/12/2030 19.608
344 232829 4/10/2018 8/28/2030 19.603
345 233171 4/10/2018 1/28/2030 19.653
346 234146 4/10/2018 10/22/2030 19.549
347 234451 4/10/2018 11/6/2030 19.646
348 234452 4/10/2018 11/6/2030 19.648
349 237752 4/10/2018 9/11/2030 19.613
350 237816 4/10/2018 1/28/2030 19.619
351 238624 4/10/2018 9/11/2030 19.615
352 239149 4/10/2018 7/16/2030 19.566
353 239228 4/10/2018 2/11/2030 19.649
354 239229 4/10/2018 2/11/2030 19.652
355 239230 4/10/2018 2/11/2030 19.652
356 239280 4/10/2018 1/28/2030 19.611
357 239281 4/10/2018 9/11/2030 19.613
358 239354 4/10/2018 2/11/2030 19.646
359 240050 4/10/2018 11/6/2030 19.642
360 241482 4/10/2018 9/26/2030 19.647
361 241703 4/10/2018 2/11/2030 19.654

 

  December 2024
  TECHNICAL REPORT –
MUSSELWHITE MINE, ONTARIO, CANADA
Document # C8630-0000-PM-RPT-001 – Rev. 0

 

# Claim Name Claim
Acquisition Date
Claim Expiry
Date
Official Area
Value (ha)
(MM/DD/YYYY) (MM/DD/YYYY)
362 242138 4/10/2018 2/11/2030 19.636
363 242950 4/10/2018 9/26/2030 19.651
364 244203 4/10/2018 9/12/2030 19.625
365 245375 4/10/2018 9/9/2030 19.631
366 245874 4/10/2018 1/28/2030 19.647
367 246146 4/10/2018 9/26/2030 19.642
368 246380 4/10/2018 12/28/2029 19.600
369 246776 4/10/2018 11/6/2030 19.638
370 246918 4/10/2018 9/26/2030 19.646
371 247325 4/10/2018 1/13/2030 19.603
372 247812 4/10/2018 9/12/2030 19.619
373 248845 4/10/2018 9/26/2030 19.639
374 249423 4/10/2018 2/11/2030 19.634
375 249768 4/10/2018 2/11/2030 19.655
376 249997 4/10/2018 10/26/2030 19.609
377 250095 4/10/2018 9/11/2030 19.619
378 250413 4/10/2018 11/6/2030 19.636
379 251433 4/10/2018 9/12/2030 19.608
380 253185 4/10/2018 10/22/2030 19.527
381 253278 4/10/2018 11/6/2030 19.638
382 253317 4/10/2018 9/26/2030 19.650
383 253493 4/10/2018 9/26/2030 19.642
384 253494 4/10/2018 9/26/2030 19.644
385 254116 4/10/2018 9/10/2030 19.622
386 254321 4/10/2018 9/10/2030 19.625
387 255642 4/10/2018 9/12/2030 19.620
388 255656 4/10/2018 9/12/2030 19.623
389 255856 4/10/2018 9/11/2030 19.619
390 255857 4/10/2018 9/11/2030 19.619
391 255858 4/10/2018 1/28/2030 19.622
392 256090 4/10/2018 2/11/2030 19.646
393 256091 4/10/2018 2/11/2030 19.648
394 256182 4/10/2018 9/9/2030 19.633

 

  December 2024
  TECHNICAL REPORT –
MUSSELWHITE MINE, ONTARIO, CANADA
Document # C8630-0000-PM-RPT-001 – Rev. 0

 

# Claim Name Claim
Acquisition Date
Claim Expiry
Date
Official Area
Value (ha)
(MM/DD/YYYY) (MM/DD/YYYY)
395 257195 4/10/2018 11/6/2030 19.636
396 259373 4/10/2018 7/16/2030 19.566
397 259427 4/10/2018 2/11/2030 19.648
398 259975 4/10/2018 9/26/2030 19.650
399 260014 4/10/2018 1/13/2030 19.603
400 260020 4/10/2018 12/28/2029 19.600
401 260389 4/10/2018 9/26/2030 19.639
402 261301 4/10/2018 1/28/2030 19.627
403 262150 4/10/2018 11/6/2030 19.643
404 262237 4/10/2018 6/24/2030 19.642
405 262238 4/10/2018 6/24/2030 19.643
406 262426 4/10/2018 1/28/2030 19.607
407 263320 4/10/2018 10/22/2030 19.541
408 263396 4/10/2018 12/31/2029 19.600
409 263751 4/10/2018 9/12/2030 19.626
410 264041 4/10/2018 10/27/2030 19.603
411 264042 4/10/2018 10/27/2030 19.603
412 264082 4/10/2018 2/23/2030 19.606
413 264088 4/10/2018 2/23/2030 19.592
414 264881 4/10/2018 10/27/2030 19.650
415 265151 4/10/2018 9/12/2030 19.607
416 265227 4/10/2018 12/31/2029 19.602
417 265915 4/10/2018 1/28/2030 19.616
418 265988 4/10/2018 10/27/2030 19.600
419 266906 4/10/2018 9/26/2030 19.642
420 266907 4/10/2018 11/6/2030 19.647
421 267009 4/10/2018 6/24/2030 19.645
422 267010 4/10/2018 6/24/2030 19.645
423 267633 4/10/2018 10/27/2030 19.648
424 267634 4/10/2018 10/27/2030 19.650
425 267958 4/10/2018 1/28/2030 19.623
426 267983 4/10/2018 11/6/2030 19.638
427 268514 4/10/2018 2/11/2030 19.652

 

  December 2024
  TECHNICAL REPORT –
MUSSELWHITE MINE, ONTARIO, CANADA
Document # C8630-0000-PM-RPT-001 – Rev. 0

 

# Claim Name Claim
Acquisition Date
Claim Expiry
Date
Official Area
Value (ha)
(MM/DD/YYYY) (MM/DD/YYYY)
428 268681 4/10/2018 10/26/2030 19.614
429 270074 4/10/2018 2/23/2030 19.594
430 270098 4/10/2018 10/27/2030 19.607
431 270551 4/10/2018 10/26/2030 19.615
432 270800 4/10/2018 9/22/2030 19.606
433 270852 4/10/2018 10/7/2030 19.594
434 270853 4/10/2018 10/7/2030 19.596
435 271077 4/10/2018 1/28/2030 19.651
436 271364 4/10/2018 10/22/2030 19.530
437 271365 4/10/2018 10/22/2030 19.532
438 271391 4/10/2018 10/22/2030 19.557
439 271824 4/10/2018 11/6/2030 19.648
440 271827 4/10/2018 1/28/2030 19.642
441 271829 4/10/2018 11/6/2030 19.636
442 271830 4/10/2018 11/6/2030 19.638
443 271911 4/10/2018 9/9/2030 19.629
444 272041 4/10/2018 2/23/2030 19.588
445 272329 4/10/2018 10/27/2030 19.645
446 272330 4/10/2018 10/27/2030 19.647
447 273087 4/10/2018 9/11/2030 19.609
448 274706 4/10/2018 1/28/2030 19.623
449 274713 4/10/2018 10/26/2030 19.615
450 274899 4/10/2018 10/27/2030 19.649
451 274900 4/10/2018 10/27/2030 19.651
452 274968 4/10/2018 9/26/2030 19.641
453 274988 4/10/2018 10/27/2030 19.647
454 274989 4/10/2018 10/27/2030 19.648
455 275517 4/10/2018 10/26/2030 19.625
456 275628 4/10/2018 11/6/2030 19.641
457 275629 4/10/2018 9/26/2030 19.642
458 276070 4/10/2018 10/26/2030 19.626
459 276075 4/10/2018 10/26/2030 19.625
460 276472 4/10/2018 11/6/2030 19.640

 

  December 2024
  TECHNICAL REPORT –
MUSSELWHITE MINE, ONTARIO, CANADA
Document # C8630-0000-PM-RPT-001 – Rev. 0

 

# Claim Name Claim
Acquisition Date
Claim Expiry
Date
Official Area
Value (ha)
(MM/DD/YYYY) (MM/DD/YYYY)
461 277080 4/10/2018 11/6/2030 19.640
462 277906 4/10/2018 2/11/2030 19.646
463 277907 4/10/2018 2/11/2030 19.652
464 278003 4/10/2018 1/13/2030 19.597
465 278629 4/10/2018 9/11/2030 19.618
466 280494 4/10/2018 9/26/2030 19.640
467 281428 4/10/2018 1/28/2030 19.642
468 281429 4/10/2018 1/28/2030 19.644
469 282418 4/10/2018 11/6/2030 19.640
470 283478 4/10/2018 10/7/2030 19.590
471 283479 4/10/2018 9/22/2030 19.603
472 283497 4/10/2018 4/12/2030 19.600
473 283501 4/10/2018 10/22/2030 19.555
474 284118 4/10/2018 10/27/2030 19.603
475 284119 4/10/2018 10/27/2030 19.605
476 284475 4/10/2018 9/26/2030 19.636
477 284869 4/10/2018 10/22/2030 19.544
478 285156 4/10/2018 9/11/2030 19.611
479 285802 4/10/2018 1/28/2030 19.644
480 285820 4/10/2018 11/6/2030 19.640
481 285885 4/10/2018 11/6/2030 19.642
482 286075 4/10/2018 9/26/2030 19.647
483 286554 4/10/2018 9/12/2030 19.619
484 286595 4/10/2018 9/10/2030 19.627
485 286596 4/10/2018 1/28/2030 19.629
486 286976 4/10/2018 10/27/2030 19.647
487 287072 4/10/2018 10/27/2030 19.648
488 287110 4/10/2018 11/6/2030 19.647
489 287616 4/10/2018 10/26/2030 19.623
490 289301 4/10/2018 3/11/2030 19.648
491 290151 4/10/2018 6/26/2030 19.605
492 290687 4/10/2018 9/10/2030 19.622
493 290688 4/10/2018 9/10/2030 19.624

 

  December 2024
  TECHNICAL REPORT –
MUSSELWHITE MINE, ONTARIO, CANADA
Document # C8630-0000-PM-RPT-001 – Rev. 0

 

# Claim Name Claim
Acquisition Date
Claim Expiry
Date
Official Area
Value (ha)
(MM/DD/YYYY) (MM/DD/YYYY)
494 290801 4/10/2018 9/26/2030 19.639
495 291976 4/10/2018 10/26/2030 19.617
496 291977 4/10/2018 9/11/2030 19.617
497 292320 4/10/2018 11/6/2030 19.640
498 292727 4/10/2018 1/28/2030 19.633
499 292728 4/10/2018 1/28/2030 19.636
500 293293 4/10/2018 11/6/2030 19.651
501 293796 4/10/2018 10/27/2030 19.651
502 293916 4/10/2018 11/6/2030 19.639
503 294384 4/10/2018 10/27/2030 19.648
504 294490 4/10/2018 10/27/2030 19.646
505 295912 4/10/2018 9/11/2030 19.612
506 296076 4/10/2018 2/11/2030 19.642
507 296522 4/10/2018 9/26/2030 19.646
508 297301 4/10/2018 9/11/2030 19.618
509 297513 4/10/2018 1/28/2030 19.608
510 298012 4/10/2018 1/28/2030 19.610
511 299554 4/10/2018 9/26/2030 19.650
512 299909 4/10/2018 2/23/2030 19.607
513 300465 4/10/2018 9/22/2030 19.607
514 300666 4/10/2018 8/28/2030 19.603
515 301334 4/10/2018 10/27/2030 19.602
516 301350 4/10/2018 4/12/2030 19.600
517 302511 4/10/2018 1/28/2030 19.614
518 303097 4/10/2018 12/28/2029 19.597
519 303098 4/10/2018 2/23/2030 19.597
520 306599 4/10/2018 3/11/2030 19.642
521 306670 4/10/2018 11/6/2030 19.643
522 307247 4/10/2018 2/11/2030 19.644
523 307828 4/10/2018 1/13/2030 19.600
524 309959 4/10/2018 2/11/2030 19.654
525 310246 4/10/2018 1/28/2030 19.610
526 311452 4/10/2018 10/26/2030 19.626

 

  December 2024
  TECHNICAL REPORT –
MUSSELWHITE MINE, ONTARIO, CANADA
Document # C8630-0000-PM-RPT-001 – Rev. 0

 

# Claim Name Claim
Acquisition Date
Claim Expiry
Date
Official Area
Value (ha)
(MM/DD/YYYY) (MM/DD/YYYY)
527 311813 4/10/2018 1/28/2030 19.621
528 312010 4/10/2018 10/26/2030 19.623
529 312147 4/10/2018 1/28/2030 19.640
530 314184 4/10/2018 9/26/2030 19.635
531 314497 4/10/2018 2/11/2030 19.648
532 314580 4/10/2018 1/13/2030 19.597
533 315101 4/10/2018 9/11/2030 19.612
534 315513 4/10/2018 3/11/2030 19.644
535 315601 4/10/2018 11/6/2030 19.642
536 315727 4/10/2018 2/11/2030 19.654
537 316380 4/10/2018 11/6/2030 19.636
538 316964 4/10/2018 1/28/2030 19.608
539 317901 4/10/2018 10/22/2030 19.538
540 317923 4/10/2018 8/28/2030 19.606
541 317967 4/10/2018 10/22/2030 19.555
542 318128 4/10/2018 9/9/2030 19.630
543 318129 4/10/2018 9/9/2030 19.633
544 318585 4/10/2018 10/27/2030 19.605
545 318616 4/10/2018 12/2/2030 19.603
546 318622 4/10/2018 2/23/2030 19.588
547 319401 4/10/2018 9/26/2030 19.641
548 319452 4/10/2018 9/11/2030 19.622
549 319857 4/10/2018 1/28/2030 19.614
550 320747 4/10/2018 4/12/2030 19.600
551 320749 4/10/2018 2/23/2030 19.597
552 320967 4/10/2018 10/27/2030 19.648
553 321033 4/10/2018 9/26/2030 19.646
554 321750 4/10/2018 9/11/2030 19.617
555 322026 4/10/2018 10/27/2030 19.602
556 322424 4/10/2018 11/6/2030 19.651
557 322532 4/10/2018 11/6/2030 19.639
558 323063 4/10/2018 11/6/2030 19.642
559 323127 4/10/2018 3/11/2030 19.644

 

  December 2024
  TECHNICAL REPORT –
MUSSELWHITE MINE, ONTARIO, CANADA
Document # C8630-0000-PM-RPT-001 – Rev. 0

 

# Claim Name Claim
Acquisition Date
Claim Expiry
Date
Official Area
Value (ha)
(MM/DD/YYYY) (MM/DD/YYYY)
560 323204 4/10/2018 11/6/2030 19.643
561 323586 4/10/2018 10/27/2030 19.651
562 324025 4/10/2018 1/28/2030 19.619
563 325180 4/10/2018 9/11/2030 19.616
564 326240 4/10/2018 9/26/2030 19.650
565 327248 4/10/2018 2/11/2030 19.648
566 327249 4/10/2018 2/11/2030 19.649
567 327296 4/10/2018 10/26/2030 19.614
568 328046 4/10/2018 10/26/2030 19.608
569 328265 4/10/2018 3/5/2030 19.639
570 328286 4/10/2018 9/26/2030 19.641
571 329699 4/10/2018 11/6/2030 19.646
572 329755 4/10/2018 1/28/2030 19.652
573 331297 4/10/2018 8/28/2030 19.606
574 331347 4/10/2018 4/12/2030 19.596
575 331639 4/10/2018 1/13/2030 19.601
576 331716 4/10/2018 10/22/2030 19.566
577 331782 4/10/2018 2/11/2030 19.644
578 332040 4/10/2018 10/26/2030 19.608
579 332104 4/10/2018 10/26/2030 19.610
580 332105 4/10/2018 10/26/2030 19.612
581 332879 4/10/2018 10/22/2030 19.541
582 332880 4/10/2018 9/22/2030 19.606
583 332925 4/10/2018 10/7/2030 19.592
584 333039 4/10/2018 10/22/2030 19.523
585 333040 4/10/2018 12/31/2029 19.602
586 333227 4/10/2018 10/27/2030 19.603
587 333240 4/10/2018 12/28/2029 19.600
588 333243 4/10/2018 4/12/2030 19.600
589 333263 4/10/2018 2/23/2030 19.608
590 333408 4/10/2018 1/28/2030 19.614
591 333409 4/10/2018 1/28/2030 19.616
592 333417 4/10/2018 12/28/2029 19.602

 

  December 2024
  TECHNICAL REPORT –
MUSSELWHITE MINE, ONTARIO, CANADA
Document # C8630-0000-PM-RPT-001 – Rev. 0

 

# Claim Name Claim
Acquisition Date
Claim Expiry
Date
Official Area
Value (ha)
(MM/DD/YYYY) (MM/DD/YYYY)
593 335004 4/10/2018 9/11/2030 19.614
594 335178 4/10/2018 11/6/2030 19.642
595 335631 4/10/2018 11/6/2030 19.640
596 335638 4/10/2018 9/11/2030 19.614
597 335644 4/10/2018 10/26/2030 19.612
598 336032 4/10/2018 6/24/2030 19.643
599 336036 4/10/2018 10/27/2030 19.647
600 336037 4/10/2018 10/27/2030 19.650
601 336654 4/10/2018 2/11/2030 19.650
602 337184 4/10/2018 9/11/2030 19.609
603 338274 4/10/2018 1/28/2030 19.612
604 339155 4/10/2018 9/12/2030 19.625
605 341140 4/10/2018 1/28/2030 19.642
606 342064 4/10/2018 11/6/2030 19.636
607 342078 4/10/2018 2/11/2030 19.634
608 343336 4/10/2018 10/27/2030 19.647
609 343337 4/10/2018 10/27/2030 19.647
610 343338 4/10/2018 10/27/2030 19.648
611 343353 4/10/2018 10/27/2030 19.650
612 344132 4/10/2018 9/26/2030 19.635
613 345411 4/10/2018 10/27/2030 19.653
614 583085 4/3/2020 2/11/2030 255.258
615 584784 4/16/2020 4/12/2030 235.080
616 587915 5/11/2020 6/10/2030 157.478
617 587916 5/11/2020 6/10/2030 157.478
618 587917 5/11/2020 4/7/2030 118.076
619 587918 5/11/2020 4/7/2030 137.756
620 587919 5/11/2020 4/7/2030 177.072
621 587920 5/11/2020 4/7/2030 177.022
622 587921 5/11/2020 4/7/2030 196.728
623 587922 5/11/2020 4/7/2030 196.728
624 587923 5/11/2020 4/7/2030 176.989
625 587924 5/11/2020 4/15/2030 176.989

 

  December 2024
  TECHNICAL REPORT –
MUSSELWHITE MINE, ONTARIO, CANADA
Document # C8630-0000-PM-RPT-001 – Rev. 0

 

# Claim Name Claim
Acquisition Date
Claim Expiry
Date
Official Area
Value (ha)
(MM/DD/YYYY) (MM/DD/YYYY)
626 587925 5/11/2020 4/7/2030 157.272
627 587926 5/11/2020 4/15/2030 235.907
628 588001 5/12/2020 4/10/2025 156.279
629 588002 5/12/2020 4/10/2025 175.856
630 588003 5/12/2020 4/10/2025 175.906
631 588004 5/12/2020 4/10/2026 117.298
632 588005 5/12/2020 4/10/2026 156.279
633 588006 5/12/2020 4/10/2026 175.856
634 588007 5/12/2020 4/10/2026 136.819
635 588008 5/12/2020 4/10/2026 175.906
636 588009 5/12/2020 4/10/2026 117.182
637 588010 5/12/2020 4/10/2026 97.677
638 588011 5/12/2020 4/10/2026 175.856
639 588012 5/12/2020 4/10/2026 175.906
640 588013 5/12/2020 4/10/2026 117.137
641 588014 5/12/2020 4/10/2026 117.165
642 588015 5/12/2020 4/10/2026 97.635
643 588016 5/12/2020 4/10/2026 175.789
644 588017 5/12/2020 4/10/2026 117.187
645 588018 5/12/2020 4/10/2026 117.221
646 588019 5/12/2020 4/10/2026 175.823
647 588020 5/12/2020 4/10/2026 156.324
648 588021 5/12/2020 4/10/2026 117.243
649 588022 5/12/2020 4/10/2026 175.906
650 588023 5/12/2020 4/10/2026 117.132
651 588024 5/12/2020 4/10/2026 156.264
652 588025 5/12/2020 4/10/2026 117.232
653 588026 5/12/2020 1/11/2025 97.527
654 588027 5/12/2020 1/11/2025 117.037
655 588028 5/12/2020 4/10/2026 117.037
656 588029 5/12/2020 4/10/2026 117.037
657 588030 5/12/2020 4/10/2026 156.045
658 588031 5/12/2020 4/10/2026 156.084

 

  December 2024
  TECHNICAL REPORT –
MUSSELWHITE MINE, ONTARIO, CANADA
Document # C8630-0000-PM-RPT-001 – Rev. 0

 

# Claim Name Claim
Acquisition Date
Claim Expiry
Date
Official Area
Value (ha)
(MM/DD/YYYY) (MM/DD/YYYY)
659 588032 5/12/2020 4/10/2026 117.070
660 588033 5/12/2020 4/10/2026 117.070
661 588034 5/12/2020 4/10/2026 175.605
662 588035 5/12/2020 4/10/2026 175.605
663 588036 5/12/2020 4/10/2026 117.104
664 588037 5/12/2020 4/10/2026 175.656
665 588038 5/12/2020 4/10/2026 175.656
666 588039 5/12/2020 4/10/2026 156.135
667 588040 5/12/2020 4/10/2026 117.132
668 588041 5/12/2020 4/10/2026 117.132
669 588042 5/12/2020 4/10/2026 175.706
670 588043 5/12/2020 4/10/2026 175.706
671 588044 5/12/2020 4/10/2026 156.168
672 588045 5/12/2020 4/10/2026 117.156
673 588046 5/12/2020 4/10/2026 175.772
674 588047 5/12/2020 4/10/2026 214.831
675 588048 5/12/2020 4/10/2026 117.210
676 588049 5/12/2020 4/10/2026 117.031
677 588050 5/12/2020 4/10/2026 156.049
678 588051 5/12/2020 4/10/2026 175.522
679 588052 5/12/2020 4/10/2026 117.043
680 588053 5/12/2020 4/10/2026 175.555
681 588054 5/12/2020 4/10/2025 136.615
682 588055 5/12/2020 4/10/2025 117.120
683 588056 5/12/2020 4/10/2025 195.158
684 588057 5/12/2020 4/10/2025 156.160
685 588058 5/12/2020 4/10/2025 97.560
686 588059 5/12/2020 4/10/2025 156.021
687 588060 5/12/2020 4/10/2025 175.572
688 588061 5/12/2020 4/10/2025 195.132
689 588062 5/12/2020 4/10/2025 194.959
690 588063 5/12/2020 4/10/2025 156.007
691 588064 5/12/2020 4/10/2025 175.555

 

  December 2024
  TECHNICAL REPORT –
MUSSELWHITE MINE, ONTARIO, CANADA
Document # C8630-0000-PM-RPT-001 – Rev. 0

 

# Claim Name Claim
Acquisition Date
Claim Expiry
Date
Official Area
Value (ha)
(MM/DD/YYYY) (MM/DD/YYYY)
692 588065 5/12/2020 4/10/2025 136.576
693 588066 5/12/2020 4/10/2025 175.505
694 588067 5/12/2020 4/10/2025 156.042
695 588068 5/12/2020 4/10/2025 156.071
696 588069 5/12/2020 4/10/2025 155.968
697 588070 5/12/2020 4/10/2025 175.505
698 588071 5/12/2020 4/10/2025 156.042
699 588072 5/12/2020 4/10/2025 156.071
700 588073 5/12/2020 4/10/2025 116.953
701 588074 5/12/2020 4/10/2025 175.472
702 588075 5/12/2020 4/10/2025 136.506
703 588077 5/12/2020 4/10/2025 116.931
704 588078 5/12/2020 4/10/2025 155.938
705 588079 5/12/2020 4/10/2025 136.476
706 588080 5/12/2020 4/10/2025 97.445
707 588081 5/12/2020 4/10/2025 116.931
708 588082 5/12/2020 4/10/2025 116.942
709 588083 5/12/2020 4/10/2025 116.964
710 588084 5/12/2020 4/10/2025 116.964
711 588085 5/12/2020 4/10/2025 155.908
712 588086 5/12/2020 4/10/2025 116.920
713 588087 5/12/2020 4/10/2025 116.942
714 588088 5/12/2020 4/10/2025 116.920
715 588089 5/12/2020 4/10/2025 116.942
716 588090 5/12/2020 4/10/2025 116.920
717 588091 5/12/2020 4/10/2025 116.942
718 588092 5/12/2020 4/10/2025 116.920
719 588093 5/12/2020 4/10/2025 116.942
720 588094 5/12/2020 4/10/2025 116.920
721 588095 5/12/2020 4/10/2025 116.942
722 588096 5/12/2020 4/10/2025 155.908
723 588097 5/12/2020 4/10/2025 116.927
724 588098 5/12/2020 4/10/2025 97.401

 

  December 2024
  TECHNICAL REPORT –
MUSSELWHITE MINE, ONTARIO, CANADA
Document # C8630-0000-PM-RPT-001 – Rev. 0

 

# Claim Name Claim
Acquisition Date
Claim Expiry
Date
Official Area
Value (ha)
(MM/DD/YYYY) (MM/DD/YYYY)
725 588140 5/12/2020 4/10/2025 175.381
726 588141 5/12/2020 4/10/2025 116.942
727 588142 5/12/2020 4/10/2025 136.459
728 588161 5/12/2020 4/10/2025 175.422
729 588162 5/12/2020 4/10/2025 155.973
730 588163 5/12/2020 4/10/2025 194.892
731 588164 5/12/2020 4/10/2025 175.455
732 588165 5/12/2020 4/10/2025 155.997
733 588166 5/12/2020 4/10/2025 175.422
734 588167 5/12/2020 4/10/2025 175.472
735 588168 5/12/2020 4/10/2025 136.512
736 588184 5/12/2020 4/10/2025 116.942
737 588185 5/12/2020 4/10/2025 175.455
738 588186 5/12/2020 4/10/2025 175.505
739 588187 5/12/2020 4/10/2025 136.541
740 588188 5/12/2020 4/10/2025 136.491
741 588189 5/12/2020 4/10/2025 117.020
742 588190 5/12/2020 4/10/2025 117.043
743 588191 5/12/2020 4/10/2025 156.012
744 588192 5/12/2020 4/10/2025 175.555
745 588193 5/12/2020 4/10/2025 156.090
746 588194 5/12/2020 4/10/2025 195.021
747 588195 5/12/2020 4/10/2025 175.555
748 588196 5/12/2020 4/10/2025 175.605
749 588197 5/12/2020 4/10/2025 195.173
750 588198 5/12/2020 4/10/2025 175.438
751 588211 5/13/2020 4/10/2025 175.438
752 588212 5/13/2020 4/10/2025 175.438
753 588213 5/13/2020 4/10/2025 175.438
754 588214 5/13/2020 4/10/2025 155.982
755 588215 5/13/2020 4/10/2025 175.488
756 588216 5/13/2020 4/10/2025 175.488
757 588217 5/13/2020 4/10/2025 136.487

 

  December 2024
  TECHNICAL REPORT –
MUSSELWHITE MINE, ONTARIO, CANADA
Document # C8630-0000-PM-RPT-001 – Rev. 0

 

# Claim Name Claim
Acquisition Date
Claim Expiry
Date
Official Area
Value (ha)
(MM/DD/YYYY) (MM/DD/YYYY)
758 588218 5/13/2020 4/10/2025 175.522
759 588219 5/13/2020 4/10/2025 195.028
760 588220 5/13/2020 4/10/2025 175.572
761 588221 5/13/2020 4/10/2025 175.572
762 588222 5/13/2020 4/10/2025 175.572
763 588223 5/13/2020 4/10/2025 156.044
764 588224 5/13/2020 4/10/2025 175.539
765 588225 5/13/2020 4/10/2025 156.027
766 588226 5/13/2020 4/10/2025 175.539
767 588227 5/13/2020 4/10/2025 175.589
768 588228 5/13/2020 4/10/2025 175.589
769 588229 5/13/2020 4/10/2025 156.077
770 588230 5/13/2020 4/10/2025 156.101
771 588231 5/13/2020 4/10/2025 156.101
772 588232 5/13/2020 4/10/2025 156.110
773 588233 5/13/2020 4/10/2025 175.633
774 588234 5/13/2020 4/10/2025 175.639
775 588235 5/13/2020 4/10/2025 156.116
776 588236 5/13/2020 4/10/2025 156.151
777 588237 5/13/2020 4/10/2025 175.672
778 588238 5/13/2020 4/10/2025 175.689
779 588239 5/13/2020 4/10/2025 175.689
780 588240 5/13/2020 4/15/2030 157.272
781 588241 5/13/2020 1/28/2030 117.915
782 588242 5/13/2020 2/11/2030 235.604
783 588243 5/13/2020 1/28/2030 176.573
784 588244 5/13/2020 1/28/2030 176.523
785 588245 5/13/2020 1/28/2030 176.473
786 588246 5/13/2020 1/28/2030 254.905
787 588247 5/13/2020 1/28/2030 235.219
788 588248 5/13/2020 1/28/2030 156.813
789 588249 5/13/2020 10/7/2030 235.219
790 588250 5/13/2020 4/7/2030 156.754

 

  December 2024
  TECHNICAL REPORT –
MUSSELWHITE MINE, ONTARIO, CANADA
Document # C8630-0000-PM-RPT-001 – Rev. 0

 

# Claim Name Claim
Acquisition Date
Claim Expiry
Date
Official Area
Value (ha)
(MM/DD/YYYY) (MM/DD/YYYY)
791 588251 5/13/2020 4/7/2030 176.356
792 588252 5/13/2020 4/7/2030 176.356
793 588253 5/13/2020 4/7/2030 156.694
794 588254 5/13/2020 4/7/2030 176.306
795 588255 5/13/2020 4/7/2030 117.510
796 588256 5/13/2020 10/22/2030 195.566
797 588257 5/13/2020 10/22/2030 175.956
798 588258 5/13/2020 10/22/2030 175.906
799 588259 5/13/2020 10/22/2030 156.294
800 588260 5/13/2020 10/22/2030 175.789
801 588261 5/13/2020 10/22/2030 117.159
802 592255 5/25/2020 4/12/2030 176.373
803 592256 5/25/2020 4/12/2030 176.369
804 592257 5/25/2020 4/12/2030 176.323
805 592258 5/25/2020 4/12/2030 156.694
806 592259 5/25/2020 4/12/2030 215.397
807 592260 5/25/2020 10/22/2030 117.460
808 592261 5/25/2020 10/22/2030 117.460
809 592418 5/26/2020 10/20/2030 176.190
810 592419 5/26/2020 7/16/2030 156.635
811 592420 5/26/2020 7/16/2030 156.635
812 592421 5/26/2020 7/16/2030 156.576
813 592422 5/26/2020 7/16/2030 156.576
814 592423 5/26/2020 10/22/2030 273.943
815 592424 5/26/2020 4/10/2025 175.388
816 592425 5/26/2020 4/10/2025 175.388
817 592426 5/26/2020 4/10/2025 175.310
818 592427 5/26/2020 4/10/2025 175.338
819 592428 5/26/2020 4/10/2025 175.388
820 592429 5/26/2020 4/10/2025 175.338
821 592430 5/26/2020 4/10/2025 175.288
822 592431 5/26/2020 4/10/2025 155.778
823 592432 5/26/2020 4/10/2025 175.243

 

  December 2024
  TECHNICAL REPORT –
MUSSELWHITE MINE, ONTARIO, CANADA
Document # C8630-0000-PM-RPT-001 – Rev. 0

 

# Claim Name Claim
Acquisition Date
Claim Expiry
Date
Official Area
Value (ha)
(MM/DD/YYYY) (MM/DD/YYYY)
824 592433 5/26/2020 4/10/2025 175.288
825 592434 5/26/2020 4/10/2025 175.338
826 592435 5/26/2020 4/10/2025 175.388
827 592436 5/26/2020 4/10/2025 175.388
828 592437 5/26/2020 4/10/2025 116.892
829 592438 5/26/2020 4/10/2025 175.288
830 592439 5/26/2020 4/10/2025 194.690
831 592440 5/26/2020 4/10/2025 175.137
832 592441 5/26/2020 4/10/2025 175.187
833 592442 5/26/2020 4/10/2025 175.238
834 592443 5/26/2020 4/10/2025 175.351
835 592444 5/26/2020 4/10/2025 175.187
836 592445 5/26/2020 4/10/2025 175.137
837 592446 5/26/2020 4/10/2025 116.753
838 592447 5/26/2020 4/10/2025 175.171
839 592448 5/26/2020 4/10/2025 175.221
840 592449 5/26/2020 4/10/2025 116.842
841 592450 5/26/2020 4/10/2025 175.221
842 592451 5/26/2020 4/10/2025 175.171
843 592452 5/26/2020 4/10/2025 116.753
844 592453 5/26/2020 4/10/2025 155.670
845 592454 5/26/2020 4/10/2025 175.171
846 592455 5/26/2020 4/10/2025 175.221
847 592456 5/26/2020 4/10/2025 155.789
848 592457 5/26/2020 4/10/2025 155.789
849 592458 5/26/2020 4/10/2025 175.221
850 592459 5/26/2020 4/10/2025 175.171
851 592460 5/26/2020 4/10/2025 155.670
852 592461 5/26/2020 4/10/2025 175.171
853 592462 5/26/2020 4/10/2025 175.221
854 592463 5/26/2020 4/10/2025 155.789
855 592464 5/26/2020 4/10/2025 175.221
856 592465 5/26/2020 4/10/2025 175.171

 

  December 2024
  TECHNICAL REPORT –
MUSSELWHITE MINE, ONTARIO, CANADA
Document # C8630-0000-PM-RPT-001 – Rev. 0

 

# Claim Name Claim
Acquisition Date
Claim Expiry
Date
Official Area
Value (ha)
(MM/DD/YYYY) (MM/DD/YYYY)
857 592466 5/26/2020 4/10/2025 155.670
858 592467 5/26/2020 4/10/2025 155.670
859 592468 5/26/2020 4/10/2025 155.715
860 592469 5/26/2020 4/10/2025 175.238
861 592470 5/26/2020 4/10/2025 136.253
862 592599 5/26/2020 4/10/2025 175.238
863 592600 5/26/2020 4/10/2025 175.187
864 592601 5/26/2020 4/10/2025 175.238
865 592602 5/26/2020 4/10/2025 175.187
866 592603 5/26/2020 4/10/2025 136.253
867 592604 5/26/2020 4/10/2025 175.238
868 592605 5/26/2020 4/10/2025 175.238
869 592606 5/26/2020 4/10/2025 155.730
870 592607 5/26/2020 4/10/2025 155.700
871 592608 5/26/2020 4/10/2025 155.700
872 592609 5/26/2020 4/10/2025 155.730
873 592610 5/26/2020 4/10/2025 175.238
874 592611 5/26/2020 4/10/2025 116.859
875 592612 5/26/2020 4/10/2025 175.288
876 592613 5/26/2020 4/10/2025 175.238
877 592614 5/26/2020 4/10/2025 155.700
878 592615 5/26/2020 4/10/2025 155.730
879 592616 5/26/2020 4/10/2025 175.238
880 592617 5/26/2020 4/10/2025 175.288
881 592618 5/26/2020 4/10/2025 175.288
882 592619 5/26/2020 4/10/2025 175.238
883 592620 5/26/2020 4/10/2025 155.730
884 592621 5/26/2020 4/10/2025 155.700
885 592622 5/26/2020 4/10/2025 155.700
886 592623 5/26/2020 4/10/2025 155.730
887 592624 5/26/2020 4/10/2025 175.238
888 592625 5/26/2020 4/10/2025 175.288
889 592626 5/26/2020 4/10/2025 175.288

 

  December 2024
  TECHNICAL REPORT –
MUSSELWHITE MINE, ONTARIO, CANADA
Document # C8630-0000-PM-RPT-001 – Rev. 0

 

# Claim Name Claim
Acquisition Date
Claim Expiry
Date
Official Area
Value (ha)
(MM/DD/YYYY) (MM/DD/YYYY)
890 592627 5/26/2020 4/10/2025 175.288
891 592628 5/26/2020 4/10/2025 175.238
892 592629 5/26/2020 4/10/2025 155.730
893 592630 5/26/2020 4/10/2025 155.700
894 592631 5/26/2020 4/10/2025 116.775
895 592632 5/26/2020 4/10/2025 194.653
896 592633 5/26/2020 4/10/2025 175.204
897 592634 5/26/2020 4/10/2025 77.883
898 592635 5/26/2020 4/10/2025 97.354
899 592636 5/26/2020 4/10/2025 116.825
900 592637 5/26/2020 4/10/2025 116.825
901 592638 5/26/2020 4/10/2025 97.352
902 592639 5/26/2020 4/10/2025 116.814
903 592640 5/26/2020 4/10/2025 116.781
904 592641 5/26/2020 4/10/2025 175.238
905 592642 5/26/2020 4/12/2030 195.974
906 594470 6/8/2020 4/7/2030 235.064
907 594471 6/8/2020 9/21/2030 136.784
908 594472 6/8/2020 4/10/2026 175.739
909 594473 6/8/2020 4/12/2030 176.323
910 594474 6/8/2020 4/12/2030 156.694
911 594475 6/8/2020 4/12/2030 176.240
912 594476 6/8/2020 10/20/2030 234.953
913 594477 6/8/2020 10/20/2030 176.240
914 594478 6/8/2020 10/22/2030 176.140
915 594479 6/8/2020 10/22/2030 176.140
916 594480 6/8/2020 10/22/2030 156.517
917 594481 6/8/2020 10/22/2030 215.213
918 594482 6/8/2020 4/10/2025 175.288
919 594483 6/8/2020 4/10/2025 194.816
920 594484 6/8/2020 4/10/2025 175.288
921 594485 6/8/2020 4/10/2025 175.238
922 594486 6/8/2020 4/10/2025 116.842

 

  December 2024
  TECHNICAL REPORT –
MUSSELWHITE MINE, ONTARIO, CANADA
Document # C8630-0000-PM-RPT-001 – Rev. 0

 

# Claim Name Claim
Acquisition Date
Claim Expiry
Date
Official Area
Value (ha)
(MM/DD/YYYY) (MM/DD/YYYY)
923 594487 6/8/2020 4/10/2025 175.305
924 594488 6/8/2020 11/3/2025 155.730
925 594489 6/8/2020 11/3/2025 155.730
926 594490 6/8/2020 11/3/2025 155.730
927 594491 6/8/2020 11/3/2025 155.730
928 594492 6/8/2020 11/3/2025 155.730
929 594493 6/8/2020 11/3/2025 155.730
930 869648 12/5/2023 12/5/2025 19.462
931 869649 12/5/2023 12/5/2025 19.462
932 869650 12/5/2023 12/5/2025 19.462
933 869651 12/5/2023 12/5/2025 19.462
934 869658 12/5/2023 12/5/2025 19.461
935 869659 12/5/2023 12/5/2025 19.461
936 869660 12/5/2023 12/5/2025 19.461
937 870044 12/11/2023 12/11/2025 19.652
938 870045 12/11/2023 12/11/2025 19.652
939 870046 12/11/2023 12/11/2025 19.653
940 870047 12/11/2023 12/11/2025 19.653

 

  December 2024
EX-99.2 3 exhibit99-2.htm NOTICE OF MEETING Exhibit 99.2

Exhibit 99.2

ORLA MINING LTD.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE is hereby given that the special meeting (the “Meeting”) of the holders of common shares (“Shareholders”) of Orla Mining Ltd. (the “Company”) will be held on January 21, 2025 at 8:00 a.m. (Vancouver time) at 1133 Melville St #3500, Vancouver, BC V6E 4E5, for the following purposes:

(a) to consider, and if deemed advisable, to pass, with or without variation, an ordinary resolution (the “Acquisition Resolution”), the full extent of which is set forth in Schedule “A” to the management information circular attached hereto (the “Circular”), authorizing and approving the Company’s acquisition of all the issued and outstanding shares of Musselwhite Mine Ltd., a wholly owned subsidiary of Goldcorp Canada Ltd., which will hold the assets and liabilities of the gold mining complex known as the “Musselwhite Mine” located in the Province of Ontario, including any property and assets related to such mine, and enter into any further agreements and take any further actions as required to complete the transaction as contemplated in the share purchase agreement dated November 17, 2024;

 

(b) to consider and, if thought advisable, to pass, with or without variation, an ordinary resolution (the “Financing Resolution”), the full extent of which is set forth in Schedule “A” to the Circular attached hereto, approving the issuance of a respective portion of senior unsecured convertible notes of the Company (“Notes”) in the aggregate principal amount of US$200,000,000, together with the issuance of the common shares of the Company (“Common Shares”) upon conversion thereof, and the issuance of common share purchase warrants of the Company (“Warrants”), together with the issuance of the Common Shares upon conversion thereof, to each of Pierre Lassonde and Fairfax Financial Holdings Limited (“Fairfax”), or a respective affiliate thereof (the “Concurrent Private Placement”); and

 

(c) to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

 

The record date is December 9, 2024 (the “Record Date”) for determining Shareholders who are entitled to receive notice of and to vote at the Meeting. Only registered shareholders of the Company (“Registered Shareholders”), as of the Record Date, are entitled to receive this notice of the Meeting (“Notice of Meeting”) and to attend and vote at the Meeting.

 

Each Registered Shareholder whose name is entered on the central securities register of the Company at the close of business on the Record Date is entitled to one vote for each Common Share registered in his, her or its name. In order to become effective, each of the Acquisition Resolution and the Financing Resolution must be approved by a simple majority (50%) of votes cast on such resolution by holders of Common Shares present in person or represented by proxy at the Meeting, other than votes attached to Common Shares required to be excluded from such resolution pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions and the rules of the Toronto Stock Exchange.

 

Registered Shareholders are requested to read, complete, sign, date and return the applicable enclosed form of proxy in accordance with the instructions set out therein and in the Circular. In order to be valid for use at the Meeting, proxies must be received by our transfer agent, Computershare Investor Services Inc., by 8:00 a.m. (Vancouver time) on January 17, 2025 or at least 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting in the event of any adjournment or postponement thereof. The deadline for the deposit of proxies may be extended or waived by the Chair of Meeting at his discretion without notice.

 

If your Common Shares are not registered in your name but are held through a broker, investment dealer, bank, trust, company, custodian, nominee or other intermediary (a “Non-Registered Shareholder”) and you have not objected to your Intermediary disclosing certain ownership information to the Company, you can expect to receive a voting instruction form (“VIF”). Please complete and return the request for voting instructions in

 

 
Page 1



accordance with the instructions provided. Failure to do so may result in such securities not being voted at the Meeting.

 

A Shareholder who wishes to appoint a person other than the management nominees identified on the applicable form(s) of proxy or VIF, as applicable, to represent him, her or it at the Meeting may do so by inserting such person’s name in the blank space provided in the applicable form(s) of proxy or VIF, as applicable, and following the instructions for submitting such form of proxy or VIF, as applicable. If you wish that a person other than the management nominees identified on the form of proxy or VIF attend and participate at the Meeting as your proxy and vote your Common Shares, including if you are not a Registered Shareholder and wish to appoint yourself as proxyholder to attend, participate and vote at the Meeting, you MUST submit your form of proxy (or proxies) or VIF, as applicable, in accordance with the instructions set out in the Circular.

 

Non-Registered Shareholders should carefully follow the instructions of their intermediaries to ensure that their Common Shares are voted at the Meeting in accordance with such Shareholder’s instructions.

 

Dated December 9, 2024.

 

  By Order of the Board of Directors
   
  “Jason Simpson”
  Jason Simpson
  President, Chief Executive Officer and Director

 
Page 2

EX-99.3 4 exhibit99-3.htm MANAGEMENT INFORMATION CIRCULAR Exhibit 99.3

Exhibit 99.3

 

The enclosed materials require your immediate attention. If you are in doubt as to how to deal with the enclosed materials or the matters referred to in such materials, please consult your financial, tax or other professional advisor for assistance.

 

 

NOTICE OF SPECIAL MEETING

 

to be held at 8:00 a.m. (Vancouver time)

on January 21, 2025

 

at Suite 3500 – 1133 Melville Street, Vancouver, British Columbia V6E 4E5

 

MANAGEMENT INFORMATION CIRCULAR

 

dated December 9, 2024

 

CONCERNING A TRANSACTION INVOLVING

 

ORLA MINING LTD.

 

and

 

GOLDCORP CANADA LTD.

(a subsidiary of Newmont Corporation)

 

If you have any questions with respect to the Special Meeting or require assistance with voting, please contact Orla Mining Ltd.’s proxy solicitation agent:

 

Laurel Hill Advisory Group

North American Toll-Free Number: 1-877-452-7184
Outside North America: 1-416-304-0211

 

 


 

What’s Inside  
   
LETTER TO SHAREHOLDERS 1
MANAGEMENT INFORMATION CIRCULAR 1
SUMMARY 6
SOLICITATION OF PROXIES AND VOTING INSTRUCTIONS 13
Summary of Matters to be Voted on at the Meeting 13
Solicitation of Proxies 13
Appointment and Revocation of Proxies 13
Voting of Proxies 14
Registered Shareholders 14
Non-Registered Holders 15
Voting at the Meeting 16
Record Date 16
Quorum 16
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF 17
Voting Shares 17
Principal Shareholders 17
THE MUSSELWHITE MINE 17
Musselwhite Mine Technical Report 18
Property Description and Location 18
Accessibility, Climate, Local Resources, Infrastructure, and Physiography 19
History 19
Geological Setting and Mineralization 21
Exploration Work and Drilling 23
Data Verification, Sampling Preparation, Analysis, and Security 26
Mineral Processing and Metallurgical Testing 26
Mineral Resources Estimate 26
Mineral Reserve Estimation 27
Mining Methods 28
Recovery Methods 31
Project Infrastructure 31
Environmental Studies, Permitting and Social or Community Impact 32
Capital and Operating Costs 34
Economic Analysis 37
Adjacent Properties 39
Interpretation and Conclusions 40
Opportunities 42

 

  TSX: OLA
  NYSE AMERICAN: ORLA

 

 


 

Risk Evaluation 43
Recommendations 45
Selected Unaudited Pro Forma Combined Financial Information 49
PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING 50
The Transaction 50
Background to the Transaction 50
Reasons For and Benefits of the Transaction 53
The Share Purchase Agreement 55
Formal Valuation 60
Source of Funds and Expenses for the Proposed Transaction 63
The Transaction under MI 61-101 63
Voting Support Agreements 64
Recommendation of the Board 65
The Concurrent Private Placement 65
Terms of the Subscription Letter 66
Control Person Issuance 67
The Concurrent Private Placement Under MI 61-101 67
Recommendation of the Board 68
INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON 68
SECURITIES LAW MATTERS 68
Compliance with MI 61-101 Requirements 68
Prior Valuations 69
Prior Offers 69
Auditor 69
Other 69
INFORMATION RELATING TO GCL 69
INFORMATION RELATING TO THE COMPANY 69
Trading Price and Volume 70
Holdings of Directors and Officers 71
Material Changes in the Affairs of the Company 72
Arrangements Between the Company and Security Holders 72
Previous Purchases and Sales 72
Dividends 72
RISK FACTORS 73
Risks Relating to the Transaction 73
Risks Relating to the Acquisition of the Musselwhite Mine 75
OTHER BUSINESS 81
ADDITIONAL INFORMATION 81

 

  TSX: OLA
  NYSE AMERICAN: ORLA

 

 


 

APPROVAL OF DIRECTORS 81
SCHEDULE A SHAREHOLDERS RESOLUTIONS A-1
SCHEDULE B FINANCIAL STATEMENTS B-1
SCHEDULE C FORMAL VALUATION C-1
SCHEDULE D CONSENT OF DAVIDSON & COMPANY LLP D-1

 

  TSX: OLA
  NYSE AMERICAN: ORLA

 

 


 

 

 

LETTER TO SHAREHOLDERS

 

December 9, 2024

 

Dear Fellow Shareholders,

 

On behalf of the Board of Directors (the “Board”) of Orla Mining Ltd. (“Orla” or the “Company”), we invite you to attend a special meeting (the “Meeting”) of the holders of common shares of Orla (the “Common Shares”), which will be held on January 21, 2025 at 8:00 a.m. (Vancouver time) at 1133 Melville St #3500, Vancouver, BC V6E 4E5.

 

THE TRANSACTION

 

The Company, 1511583 B.C. Ltd., a wholly-owned subsidiary of the Company (the “Purchaser”), and Goldcorp Canada Ltd. (“GCL”), a subsidiary of Newmont Corporation (“Newmont”), have entered into a share purchase agreement dated November 17, 2024 (the “Agreement”), pursuant to which the Purchaser will acquire all of the issued and outstanding shares (the “Purchased Shares”) of Musselwhite Mine Ltd., a newly formed wholly-owned subsidiary of GCL, which will hold the associated right and title to the property and assets related to the gold mining complex known as the “Musselwhite Mine” (“Musselwhite”) located in the Province of Ontario, Canada (the “Transaction”). In consideration for the Purchased Shares, the Purchaser has agreed to pay:

 

a. US$810,000,000 in cash, representing the base purchase price (the “Base Purchase Price”), on the closing date of the Transaction (the “Closing Date”);

 

b. US$20,000,000 (the “First Deferred Amount”) in cash, by no later than ten (10) business days following the first anniversary of the Closing Date, unless the average spot gold price is equal to or less than US$2,900/oz during the period commencing on the Closing Date and ending on first anniversary thereof, in which case the First Deferred Amount will be reduced to US$0; and

 

c. US$20,000,000 (the “Second Deferred Amount”) in cash, by no later than ten (10) business days following the second anniversary of the Closing Date, unless the average spot gold price is equal to or less than US$3,000/oz during the period commencing on the first anniversary of the Closing Date and ending on second anniversary thereof, in which case the Second Deferred Amount will be reduced to US$0.

 

The Company has arranged the following financing commitments in order to fund the Base Purchase Price of the Transaction:

 

· Credit Facility: US$150,000,000 available under the Company’s existing revolving credit facility and a new US$100,000,000 term loan with a syndicate of lenders comprised of the Bank of Nova Scotia, Bank of Montreal, Canadian Imperial Bank of Commerce and ING Capital LLC.

 

· Concurrent Private Placement: Pursuant to a subscription letter (the “Subscription Letter”) executed by each of Fairfax Financial Holdings Limited (“Fairfax”), Pierre Lassonde, and Trinity Capital Partners Corporation (“Trinity”) (collectively, and together with their affiliates, the “Subscribers”), the Subscribers have committed to subscribe for senior unsecured convertible notes of the Company in the aggregate principal amount of US$200,000,000 (the “Notes”).

 

Page 1


 

· Gold Prepay Facility: Pursuant to commitment letters (the “Gold Prepay Letters”) with each of the Bank of Montreal, Canadian Imperial Bank of Commerce and ING Capital Markets LLC (together, the “Gold Prepay Lenders”), the Gold Prepay Lenders have committed, subject to the terms and conditions therein, to provide a gold prepay to the Company in the amount of US$360,000,000.

 

The Transaction will have significant benefits to Orla and its shareholders, including:

 

· Acquisition of a high-quality, long-life, producing gold mine: Musselwhite is an established operation with nearly 6 Moz of gold produced over the past 28 years, 1.5 Moz of gold reserves with additional mineral resources, as well as identified upside potential supporting opportunities for significant mine life extension. The mineralization at Musselwhite is hosted in a banded iron formation (BIF) that remains open along a known strike extent, at least one kilometre beyond the current reserves. The total mining and exploration lease covers over 65,000 hectares.

 

· Strategic entry into Canada establishing an enhanced North American presence: Strengthened portfolio diversification with entry into Ontario, Canada – a tier one mining jurisdiction. Located in a mining-friendly region with a strong work force and robust stakeholder support, the operation benefits from a stable operating environment that further enhances its long-term value. The combination of quality assets in Ontario, Canada, Nevada, United States, and Zacatecas, Mexico creates a premier North America focused gold company.

 

· Immediately increases annual gold production by 140% to over 300,000 ounces at competitive costs: Pro forma annual gold production of over 300,000 ounces at combined all-in sustaining cost1 of US$1,080/oz2. Through the development of South Railroad in Nevada, the Company has a pathway to annual production of 500,000 ounces at industry leading costs.

 

· No upfront equity dilution with significant support from cornerstone shareholders: Attractive transaction financing package including bank-provided debt and a gold prepay, as well as a placement of the Notes led by Fairfax, Pierre Lassonde and Trinity, allows shareholders to retain exposure to Orla's increasing net asset value with no upfront equity dilution.

 

· Accretive to key metrics: The Transaction is expected to be significantly accretive to operating and free cash flow, gold production and gold reserves and resources, all on a per share basis.

 

· Strengthened cash flow generation to support growth pipeline: Musselwhite is expected to generate over US$150,000,000 in average annual cash flow over the next 6 years. The combined cash flows of Camino Rojo and Musselwhite will allow the Company to self-fund continued investment in its growth pipeline. This includes Musselwhite's growth development, the South Railroad Project, development of the Camino Rojo sulphides project, and exploration in all three countries. The Company has a robust cash position of approximately US$150,000,000 as of December 9, 2024.

 

· Musselwhite is well suited to Orla's technical capabilities: Orla's experienced management team boasts in-depth experience developing and operating underground mines, including many in Canada, and is supplemented by the board of directors’ operating history with the asset.

 

· Increased leverage to strong gold price environment: Production uplift from Musselwhite increases exposure to the current record gold price environment.

 

At the Meeting, the shareholders of the Company will be asked to consider and, if deemed advisable, pass an ordinary resolution to approve the Transaction (the “Acquisition Resolution”). As Newmont is a "related party" of Orla under Multinational Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"), the Common Shares held by Newmont or its affiliates will be excluded from the vote

  

 

1 Non-GAAP measure. Excludes exploration and project growth spending. Refer to the “Non-GAAP Measures” section of the enclosed Circular (as defined below).

2 Based on combined 2024 guidance Orla (Midpoint of 130-140koz and "low end" of US$800-900/oz AISC) and Musselwhite life of mine (“LoM”) averages as per the Technical Report (as defined below) (202 koz and US$1,269/oz AISC).

 

Page 2


 

on the Transaction Resolution in accordance with MI 61-101. In addition, the Common Shares held by Fairfax and Mr. Lassonde will be excluded from the Acquisition Resolution pursuant to section 604(a)(ii) of the TSX Company Manual.

 

The board of directors of the Company (the “Board”) (excluding Scott Langley, Newmont’s representative on the Board), after careful consideration of the Formal Valuation (as defined and discussed in the enclosed Circular (as defined below)) and such other matters as it considered relevant, as more particularly described under the heading “Reasons for and Benefits of the Transaction” contained in the Circular, including, among other things, (i) the terms and conditions of the Agreement and related transaction documents; (ii) the benefits and risks associated with the Transaction; (iii) the impact of the Transaction on other stakeholders of the Company; and (iv) consultations with management and their legal and financial advisors, determined it advisable and in the best interests of the Company to: (A) approve the Company’s execution of the Agreement and related transaction documents and the performance of its obligations thereunder; and (B) recommend that the shareholders vote in favour of the Acquisition Resolution and the Financing Resolution (as defined below) at the Meeting.

  

THE CONCURRENT PRIVATE PLACEMENT

 

To fund a portion of the purchase price of the Transaction, the Company entered into the Subscription Letter with Pierre Lassonde, Trinity, and Fairfax whereby such Subscribers have agreed to subscribe for the Notes in the aggregate principal amount of US$200,000,000 together with common share purchase warrants (the “Concurrent Private Placement”), all as more particularly described in the Circular. Under the rules of the Toronto Stock Exchange (the “TSX”), as the Concurrent Private Placement will result in more than 10% of the issued and outstanding Common Shares being made issuable to "insiders" (as defined in the TSX Company Manual) of the Company, of which Fairfax and Mr. Lassonde are, and create the potential for Fairfax to become a control person of the Company, the Concurrent Private Placement is subject to the approval of the shareholders of the Company, excluding Fairfax, Mr. Lassonde and Newmont, and their respective joint actors, if any.

 

Accordingly, at the Meeting the shareholders will be asked to consider and, if deemed advisable, pass an ordinary resolution to approve the Concurrent Private Placement and the potential creation of a new control person of the Company (together, the “Financing Resolution”). Shareholder approval of both the Acquisition Resolution and the Financing Resolution is a condition precedent to the completion of the Transaction.

 

THE MEETING

 

The enclosed management information circular (the “Circular”) provides important information on the matters to be considered at the Meeting, including information about the Transaction and the Concurrent Private Placement, which you will be asked to approve.

 

The directors and officers of the Company, along with certain key Shareholders, namely Pierre Lassonde, Fairfax, Trinity, and Agnico Eagle Mines Limited (collectively with Newmont, the “Supporting Shareholders”), have entered into voting support agreements (“Voting Agreements”) with the Company, the Purchaser and GCL and under which they have agreed, among other things, to vote in favour of the Transaction and the Concurrent Private Placement. Newmont has also agreed to vote in favour of the Concurrent Private Placement pursuant to the Agreement. Irrespective of the Voting Agreements and the Agreement, the votes of Fairfax, Mr. Lassonde and Newmont will be excluded from calculating approval of the resolutions. Collectively, the Supporting Shareholders represent (i) in aggregate approximately 52% of the Common Shares and (ii) 19.05% of the Common Shares eligible to vote on the Acquisition Resolution approving the Transaction and the Financing Resolution approving the Concurrent Private Placement, respectively (excluding the Common Shares held by Newmont, Fairfax and Mr. Lassonde, and their respective joint actors, if any).

 

Your participation at the Meeting is important to us, regardless of the number of Common Shares that you own. We encourage you to read the Circular and to exercise your right to vote on the items for consideration at the Meeting. If you are unable to attend the Meeting, we encourage you to complete and return your form of proxy or voting instruction form in accordance with the instructions in the Circular to ensure that your votes are counted.

 

Page 3


 

SHAREHOLDER QUESTIONS

 

Shareholders who have questions or need assistance with voting their Common Shares should contact Laurel Hill Advisory Group Company by telephone at by telephone at 1-877-452-7184 (toll-free in North America) or 416-304-0211 (collect outside North America) or by email at assistance@laurelhill.com.

 

THANK YOU

 

On behalf of the Board, thank you for your continued support and engagement and we look forward to your participation at the Meeting.

 

Sincerely,

 

“Charles Jeannes”

 

Chairman of the Board of Directors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Page 4


 

ORLA MINING LTD.

 

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

 

NOTICE is hereby given that the special meeting (the “Meeting”) of the holders of common shares (“Shareholders”) of Orla Mining Ltd. (the “Company”) will be held on January 21, 2025 at 8:00 a.m. (Vancouver time) at 1133 Melville St #3500, Vancouver, BC V6E 4E5, for the following purposes:

 

(a) to consider, and if deemed advisable, to pass, with or without variation, an ordinary resolution (the “Acquisition Resolution”), the full extent of which is set forth in Schedule “A” to the management information circular attached hereto (the “Circular”), authorizing and approving the Company’s acquisition of all the issued and outstanding shares of Musselwhite Mine Ltd., a wholly owned subsidiary of Goldcorp Canada Ltd., which will hold the assets and liabilities of the gold mining complex known as the “Musselwhite Mine” located in the Province of Ontario, including any property and assets related to such mine, and enter into any further agreements and take any further actions as required to complete the transaction as contemplated in the share purchase agreement dated November 17, 2024;

 

(b) to consider and, if thought advisable, to pass, with or without variation, an ordinary resolution (the “Financing Resolution”), the full extent of which is set forth in Schedule “A” to the Circular attached hereto, approving the issuance of a respective portion of senior unsecured convertible notes of the Company (“Notes”) in the aggregate principal amount of US$200,000,000, together with the issuance of the common shares of the Company (“Common Shares”) upon conversion thereof, and the issuance of common share purchase warrants of the Company (“Warrants”), together with the issuance of the Common Shares upon conversion thereof, to each of Pierre Lassonde and Fairfax Financial Holdings Limited (“Fairfax”), or a respective affiliate thereof (the “Concurrent Private Placement”); and

 

(c) to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

 

The record date is December 9, 2024 (the “Record Date”) for determining Shareholders who are entitled to receive notice of and to vote at the Meeting. Only registered shareholders of the Company (“Registered Shareholders”), as of the Record Date, are entitled to receive this notice of the Meeting (“Notice of Meeting”) and to attend and vote at the Meeting.

 

Each Registered Shareholder whose name is entered on the central securities register of the Company at the close of business on the Record Date is entitled to one vote for each Common Share registered in his, her or its name. In order to become effective, each of the Acquisition Resolution and the Financing Resolution must be approved by a simple majority (50%) of votes cast on such resolution by holders of Common Shares present in person or represented by proxy at the Meeting, other than votes attached to Common Shares required to be excluded from such resolution pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions and the rules of the Toronto Stock Exchange.

 

Registered Shareholders are requested to read, complete, sign, date and return the applicable enclosed form of proxy in accordance with the instructions set out therein and in the Circular. In order to be valid for use at the Meeting, proxies must be received by our transfer agent, Computershare Investor Services Inc., by 8:00 a.m. (Vancouver time) on January 17, 2025 or at least 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting in the event of any adjournment or postponement thereof. The deadline for the deposit of proxies may be extended or waived by the Chair of Meeting at his discretion without notice.

 

If your Common Shares are not registered in your name but are held through a broker, investment dealer, bank, trust, company, custodian, nominee or other intermediary (a “Non-Registered Shareholder”) and you have not objected to your Intermediary disclosing certain ownership information to the Company, you can expect to receive a voting instruction form (“VIF”). Please complete and return the request for voting instructions in

 

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accordance with the instructions provided. Failure to do so may result in such securities not being voted at the Meeting.

 

A Shareholder who wishes to appoint a person other than the management nominees identified on the applicable form(s) of proxy or VIF, as applicable, to represent him, her or it at the Meeting may do so by inserting such person’s name in the blank space provided in the applicable form(s) of proxy or VIF, as applicable, and following the instructions for submitting such form of proxy or VIF, as applicable. If you wish that a person other than the management nominees identified on the form of proxy or VIF attend and participate at the Meeting as your proxy and vote your Common Shares, including if you are not a Registered Shareholder and wish to appoint yourself as proxyholder to attend, participate and vote at the Meeting, you MUST submit your form of proxy (or proxies) or VIF, as applicable, in accordance with the instructions set out in the Circular.

 

Non-Registered Shareholders should carefully follow the instructions of their intermediaries to ensure that their Common Shares are voted at the Meeting in accordance with such Shareholder’s instructions.

 

Dated December 9, 2024.

 

By Order of the Board of Directors

 

  “Jason Simpson”

 

  Jason Simpson
President, Chief Executive Officer and Director

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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MANAGEMENT INFORMATION CIRCULAR

 

This management information circular (the “Circular”) is furnished in connection with the solicitation by management (“Management”) of Orla Mining Ltd. (the “Company” or “Orla”) of proxies to be used at the Company’s special meeting of the holders (“Shareholders”) of common shares of the Company (the “Common Shares”) to be held on January 21, 2025 (the “Meeting”) or at any adjournment or postponement thereof at the time and place and for the following purposes:

 

(a) to consider, and if deemed advisable, to pass, with or without variation, an ordinary resolution, the full extent of which is set forth in Schedule “A” hereto (the “Acquisition Resolution”), authorizing and approving the Company’s acquisition of all the issued and outstanding shares of Musselwhite Mine Ltd., a wholly owned subsidiary of Goldcorp Canada Ltd. (“GCL”), which will hold the assets and liabilities of the gold mining complex known as the “Musselwhite Mine” located in the Province of Ontario, including any property and assets related to such mines, and enter into any further agreements and take any further actions as required to complete the transaction as contemplated in the share purchase agreement dated November 17, 2024 (collectively, the “Transaction”);

 

(b) to consider and, if thought advisable, to pass, with or without variation, an ordinary resolution (the “Financing Resolution” and, together with the Acquisition Resolution, the “Shareholders Resolutions”), the full extent of which is set forth in Schedule “A” to the Circular attached hereto, approving the issuance of a respective portion of senior unsecured convertible notes of the Company (“Notes”) in the aggregate principal amount of US$200,000,000, together with the issuance of the common shares of the Company (“Common Shares”) upon conversion thereof, and the issuance of common share purchase warrants of the Company (“Warrants”), together with the issuance of the Common Shares upon conversion thereof, to each of Pierre Lassonde and Fairfax Financial Holdings Limited (“Fairfax”), or a respective affiliate thereof (the “Concurrent Private Placement”); and

 

(c) to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

 

The Meeting will be held will be held in person on January 21, 2025 at 8:00 a.m. (Vancouver time) at 1133 Melville St #3500, Vancouver, BC V6E 4E5.

 

No person has been authorized to give any information or make any representation in connection with the matters set out in this Circular or the accompanying notice of special meeting (the “Notice of Meeting”), other than those contained in this Circular and, if given or made, any such information or representation must not be relied upon as having been authorized.

 

Only registered Shareholders (“Registered Shareholders”) and duly appointed proxyholders will be able to vote at and attend Meeting.

 

Registered Shareholders are requested to read, complete, sign, date and return the applicable enclosed form of proxy in accordance with the instructions set out therein and in the Circular. In order to be valid for use at the Meeting, proxies must be received by our transfer agent, Computershare Investor Services Inc. (“Computershare”), by 8:00 a.m. (Vancouver time) on January 17, 2025 or at least 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting in the event of any adjournment or postponement thereof. The deadline for the deposit of proxies may be extended or waived by the Chair of Meeting at his discretion without notice.

 

If your Common Shares are not registered in your name but are held through a broker, investment dealer, bank, trust, company, custodian, nominee or other intermediary (a “Non-Registered Shareholder”), please consult the section entitled “Non-Registered Holders” hereto for instructions as to the procedure for voting your Common Shares.

 

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Reporting Currencies and Accounting Principles

 

This Circular contains references to Canadian dollars (“C$”) and United States dollars (“US$”, or “US dollars”). All dollar amounts referenced, unless otherwise indicated, are expressed in United States dollars.

 

The most recent audited condensed consolidated financial statements of the Company and the unaudited pro forma condensed combined financial statements set forth in Schedule “B” to this Circular are reported in United States dollars and are prepared in accordance with International Financial Reporting Standards (“IFRS”), which differ from United States generally accepted accounting principles ("U.S. GAAP") in certain material respects, and thus they may not be comparable to financial statements of United States companies.

 

Conversely, the Musselwhite Mine financial statements and other financial information concerning Musselwhite Mine included in this Circular have been prepared in accordance with U.S. GAAP, which differs from IFRS in certain material respects, and thus are not directly comparable to financial statements prepared in accordance with IFRS.

 

Currency Exchange Rate Information

 

The high, low, average and closing rates for the US dollars in terms of Canadian dollars for each of the financial periods indicated below, as quoted by the Bank of Canada, were as follows:

 

 

Nine Months Ended

September 30, 2024

Six Months Ended

June 30, 2024

Year ended

December 31, 2023

  (expressed in Canadian dollars)
High 1.3858 1.3807 1.3875
Low 1.3316 1.3128 1.3128
Average 1.3604 1.3457 1.3497
Closing 1.3499 1.3520 1.3544

 

Cautionary Note Regarding Forward-Looking Statements

 

This Circular contains certain “forward-looking information” and “forward-looking statements” within the meaning of Canadian securities legislation and within the meaning of Section 27A of the United States Securities Act of 1933, as amended, Section 21E of the United States Exchange Act of 1934, as amended, the United States Private Securities Litigation Reform Act of 1995, or in releases made by the United States Securities and Exchange Commission, all as may be amended from time to time, including, without limitation, statements regarding: the potential benefits to be derived from the Transaction, including accretion to operating and free cash flow, production, reserves and resources, as well as potential benefits to Shareholders; the closing of the Transaction, including receipt of all necessary shareholder and regulatory approvals, and the timing thereof; the Company’s production following completion of the Transaction, including its ability to reach 500 thousand ounces gold production per annum; projected net present value, production, revenue, costs, taxes, sensitivities, and cash flows from Musselwhite Mine; potential exploration, additional value, operational improvements, and mine life extension at Musselwhite Mine; the timing of production at the South Railroad Project; the Company’s ability to self fund its growth pipeline; mineral resource and reserve estimates; and the Company’s goals and strategies. Forward-looking statements are statements that are not historical facts which address events, results, outcomes or developments that the Company expects to occur. Forward-looking statements are based on the beliefs, estimates and opinions of Management on the date the statements are made, and they involve a number of risks and uncertainties.

 

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Certain material assumptions regarding such forward-looking statements were made, including without limitation, assumptions regarding: the Company following completion of the Transaction; completion of the Transaction, including receipt of required shareholder approvals, the future price of gold and silver; anticipated costs and the Company’s ability to fund its programs; the Company’s ability to carry on exploration, development, and mining activities; tonnage of ore to be mined and processed; ore grades and recoveries; decommissioning and reclamation estimates; currency exchange rates remaining as estimated; prices for energy inputs, labour, materials, supplies and services remaining as estimated; the Company’s ability to secure and to meet obligations under property agreements, including the layback agreement with Fresnillo plc; that all conditions of the Company’s credit facility will be met; the timing and results of drilling programs; mineral reserve and mineral resource estimates and the assumptions on which they are based; the discovery of mineral resources and mineral reserves on the Company’s mineral properties; the obtaining of a subsequent agreement with Fresnillo to access the sulphide mineral resource at the Camino Rojo Project and develop the entire Camino Rojo Project mineral resources estimate; that political and legal developments will be consistent with current expectations; the timely receipt of required approvals and permits, including those approvals and permits required for successful project permitting, construction, and operation of projects; the timing of cash flows; the costs of operating and exploration expenditures; the Company’s ability to operate in a safe, efficient, and effective manner; the Company’s ability to obtain financing as and when required and on reasonable terms; that the Company’s activities will be in accordance with the Company’s public statements and stated goals; and that there will be no material adverse change or disruptions affecting the Company, its properties or Musselwhite Mine.

 

Consequently, there can be no assurances that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements involve significant known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated. These risks include, but are not limited to: the failure to obtain shareholder approvals in connection with the Transaction; uncertainty and variations in the estimation of mineral resources and mineral reserves; the Company’s dependence on the Camino Rojo oxide mine; risks related to the Company’s indebtedness; risks related to exploration, development, and operation activities; foreign country and political risks, including risks relating to foreign operations; risks related to the Cerro Quema Project; delays in obtaining or failure to obtain governmental permits, or non-compliance with permits; environmental and other regulatory requirements; delays in or failures to enter into a subsequent agreement with Fresnillo with respect to accessing certain additional portions of the mineral resource at the Camino Rojo Project and to obtain the necessary regulatory approvals related thereto; the mineral resource estimations for the Camino Rojo Project being only estimates and relying on certain assumptions; loss of, delays in, or failure to get access from surface rights owners; uncertainties related to title to mineral properties; water rights; risks related to natural disasters, terrorist acts, health crises, and other disruptions and dislocations; financing risks and access to additional capital; risks related to guidance estimates and uncertainties inherent in the preparation of feasibility studies; uncertainty in estimates of production, capital, and operating costs and potential production and cost overruns; the fluctuating price of gold and silver; unknown labilities in connection with acquisitions; global financial conditions; uninsured risks; climate change risks; competition from other companies and individuals; conflicts of interest; risks related to compliance with anti-corruption laws; volatility in the market price of the Company’s securities; assessments by taxation authorities in multiple jurisdictions; foreign currency fluctuations; the Company’s limited operating history; litigation risks; the Company’s ability to identify, complete, and successfully integrate acquisitions; intervention by non-governmental organizations; outside contractor risks; risks related to historical data; the Company not having paid a dividend; risks related to the Company’s foreign subsidiaries; risks related to the Company’s accounting policies and internal controls; the Company’s ability to satisfy the requirements of Sarbanes-Oxley Act of 2002; enforcement of civil liabilities; the Company’s status as a passive foreign investment company for U.S. federal income tax purposes; information and cyber security; the Company’s significant Shareholders; gold industry concentration; shareholder activism; other risks associated with executing the Company’s objectives and strategies; as well as those risk factors discussed in this Circular, the Company’s most recently filed management’s discussion and analysis, and its annual information form dated March 19, 2024, which are available on www.sedarplus.ca and www.sec.gov. Except as required by the securities disclosure laws and regulations applicable to the Company, the Company undertakes no obligation to update these forward-looking statements if Management’s beliefs, estimates or opinions, or other factors, should change.

 

Cautionary Note to U.S. Readers

 

This Circular has been prepared in accordance with Canadian standards for the reporting of mineral resource and mineral reserve estimates, which differ from the previous and current standards of the United States securities laws.

 

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In particular, and without limiting the generality of the foregoing, the terms “mineral reserve”, “proven mineral reserve”, “probable mineral reserve”, “inferred mineral resources,”, “indicated mineral resources,” “measured mineral resources” and “mineral resources” used or referenced herein and the documents incorporated by reference herein, as applicable, are Canadian mineral disclosure terms as defined in accordance with Canadian National Instrument 43-101 — Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) — CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended (the “CIM Definition Standards”). For United States reporting purposes, the United States Securities and Exchange Commission (the “SEC”) has adopted amendments to its disclosure rules (the “SEC Modernization Rules”) to modernize the mining property disclosure requirements for issuers whose securities are registered with the SEC under the Exchange Act, which became effective February 25, 2019. The SEC Modernization Rules more closely align the SEC’s disclosure requirements and policies for mining properties with current industry and global regulatory practices and standards, including NI 43-101, and replace the historical property disclosure requirements for mining registrants that were included in SEC Industry Guide 7. Issuers were required to comply with the SEC Modernization Rules in their first fiscal year beginning on or after January 1, 2021. 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. Accordingly, mineral reserve and mineral resource information contained or incorporated by reference herein may not be comparable to similar information disclosed by United States companies subject to the United States federal securities laws and the rules and regulations thereunder. As a result of the adoption of the SEC Modernization Rules, the SEC now recognizes 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 CIM Definition Standards that are required under NI 43-101. While the SEC will now recognize “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources”, U.S. investors should not assume that all or any part of the mineralization in these categories will be converted into a higher category of mineral resources or into mineral reserves without further work and analysis. Mineralization described using these terms has a greater amount of uncertainty as to its existence and feasibility than mineralization that has been characterized as reserves. Accordingly, U.S. investors are cautioned not to assume that all or any measured mineral resources, indicated mineral resources, or inferred mineral resources that the Company reports are or will be economically or legally mineable without further work and analysis. Further, “inferred mineral resources” have a greater amount of uncertainty and as to whether they can be mined legally or economically. Therefore, U.S. investors are also cautioned not to assume that all or any part of inferred mineral resources will be upgraded to a higher category without further work and analysis. Under Canadian securities laws, estimates of “inferred mineral resources” may not form the basis of feasibility or pre-feasibility studies, except in rare cases.

 

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 or under the prior standards of SEC Industry Guide 7.

 

Non-GAAP Measures

 

The Company has included certain performance measures in this Circular which are not specified, defined, or determined under generally accepted accounting principles (in the Company’s case, IFRS). These are common performance measures in the gold mining industry, but because they do not have any mandated standardized definitions, they may not be comparable to similar measures presented by other issuers. Accordingly, the Company uses such measures to provide additional information, and you should not consider them in isolation or as a substitute for measures of performance prepared in accordance with generally accepted accounting principles.

 

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All-In Sustaining Cost

 

The Company has provided AISC performance measures that reflect all the expenditures that are required to produce an ounce of gold from operations. While there is no standardized meaning of the measure across the industry, the Company's definition conforms to the AISC definition as set out by the World Gold Council in its guidance dated November 14, 2018. Orla believes that this measure is useful to market participants in assessing operating performance and the Company's ability to generate cash flow from operating activities.

 

Cash Costs

 

The Company calculated total cash costs as the sum of operating costs, royalty costs, production taxes, refining and shipping costs, net of by-product silver credits. Cash costs per ounce is calculated by taking total cash costs and dividing such amount by payable gold ounces. While there is no standardized meaning of the measure across the industry, the Company believes that this measure is useful to external users in assessing operating performance.

 

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SUMMARY

  

The following information is a summary of the contents of this Circular. This summary is provided for convenience only and the information contained in this summary should be read in conjunction with, and is qualified in its entirety by, the more detailed information and financial data and statements contained elsewhere in this Circular or incorporated by reference herein. All defined terms used herein are as defined elsewhere in the Circular. The full text of the Share Purchase Agreement is available under the Company’s profile on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov.

 

Date and Place of the Meeting

 

The Meeting will be held on January 21, 2025 at 8:00 a.m. (Vancouver Time) in person at Suite 3500 –1133 Melville Street, Vancouver, British Columbia V6E 4E5.

 

Purpose of the Meeting

 

The purpose of the Meeting is to consider the proposed Transaction and related matters and, if deemed advisable, pass, with or without variation, resolutions to approve all matters relating to the Transaction including the Acquisition Resolution and the Financing Resolution, as more particularly disclosed in this Circular.

 

Parties

 

The Company is a reporting issuer in all the provinces and territories of Canada, and the outstanding Common Shares of the Company are listed on the TSX under the symbol "OLA" and the NYSE American under the symbol “ORLA”. See the section entitled "Information Relating to the Company".

 

GCL is a private company incorporated under the federal laws of Canada and a wholly-owned subsidiary of Goldcorp Inc. which, in turn, is a wholly owned subsidiary of Newmont. GCL owns a 100% interest in the Musselwhite Mine. See the section entitled “Information Relating to GCL".

 

Interests of Certain Persons in the Acquisition

 

Scott Langley, a director of the Company, is also an officer of Newmont which may constitute a disclosable interest within the meaning of Section 120(1) of the CBCA and, accordingly pursuant to Section 120(5) of the CBCA, Mr. Langley has disclosed his interest in the Transaction and abstained from participating in any discussions and voting on all resolutions of the Board concerning the Transaction.

 

Overview of Transaction

 

On November 17, 2024, the Company, together with the Purchaser, entered into the Share Purchase Agreement to acquire Musselwhite Mine in Ontario from GCL for upfront cash consideration of US$810,000,000 and gold- price linked contingent consideration of US$40,000,000, to be paid, if payable, on the first and second anniversary of the Closing Date subject to the specified threshold gold price at such times.

 

The cash consideration will be financed through a combination of the Company’s existing undrawn debt capacity, new indebtedness, a gold pre-pay facility, and convertible notes offering led by the Company’s existing cornerstone investors. There is no upfront equity dilution associated with the Transaction.

 

See the section entitled "The Transaction".

 

Business of the Meeting

 

At the Meeting, Shareholders will be asked to (a) approve the Transaction, and (b) approve the Concurrent Private Placement, by voting in favour of the Acquisition Resolution and the Financing Resolution, respectively. See Schedule “A” hereto, for the full text of the Shareholders Resolutions.

 

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Shareholder approval of the Transaction and the Concurrent Private Placement are conditions precedent to the completion of the Transaction. The resolutions set out in paragraphs (a) to (b) above are interdependent and therefore, in the event either of these resolutions are not passed at the Meeting, the Transaction will not be completed, and the Share Purchase Agreement will be terminated.

 

See the section entitled “Particulars of Matters to be Acted Upon at the Meeting”.

 

Reasons for the Transaction

 

In reaching its conclusion to approve the Transaction and related matters, and unanimously (with Mr. Langley abstaining) recommending that Shareholders vote in favour of the Shareholders Resolutions, the Board considered, among other things, the following factors:

 

· Acquisition of a high-quality, long-life, producing gold mine: Musselwhite Mine is an established operation with nearly 6 Moz of gold produced over the past 28 years, 1.5 Moz of gold reserves with additional mineral resources, as well as identified upside potential supporting opportunities for significant mine life extension. The mineralization at Musselwhite Mine is hosted in a banded iron formation (BIF) that remains open along a known strike extent, at least one kilometre beyond the current reserves. The total mining and exploration lease covers over 65,000 hectares.

 

· Strategic entry into Canada establishing an enhanced North American presence: Strengthened portfolio diversification with entry into Ontario, Canada – a tier one mining jurisdiction. Located in a mining-friendly region with a strong work force and robust stakeholder support, the operation benefits from a stable operating environment that further enhances its long-term value. The combination of quality assets in Ontario, Canada, Nevada, United States, and Zacatecas, Mexico creates a premier North America focused gold company.

 

· Immediately increases annual gold production by 140% to over 300,000 ounces at competitive costs: Pro forma annual gold production of over 300,000 ounces at combined AISC3 of US$1,080/oz4. Through the development of South Railroad in Nevada, the Company has a pathway to annual production of 500,000 ounces at industry leading costs.

 

· No upfront equity dilution with significant support from cornerstone shareholders: Attractive transaction financing package including bank-provided debt and a gold prepay, as well as a placement of the Notes led by Fairfax, Pierre Lassonde and Trinity Capital Partners Corporation (“Trinity”), allows shareholders to retain exposure to the Company's increasing net asset value with no upfront equity dilution.

 

· Accretive to key metrics: The Transaction is expected to be significantly accretive to operating and free cash flow, gold production and gold reserves and resources, all on a per share basis.

 

· Strengthened cash flow generation to support growth pipeline: Musselwhite Mine is expected to generate over US$150,000,000 in average annual cash flow over the next 6 years. The combined cash flows of Camino Rojo and Musselwhite Mine will allow the Company to self-fund continued investment in its growth pipeline. This includes Musselwhite Mine's growth development, the South Railroad Project, development of the Camino Rojo sulphides project, and exploration in all three countries. The Company has a robust cash position of approximately US$150,000,000 as of December 9, 2024.

 

 

 

 

3 Non-GAAP measure. Excludes exploration and project growth spending. Refer to the “Non-GAAP Measures” section of this Circular.

4 Based on combined 2024 guidance Orla (Midpoint of 130-140koz and "low end" of US$800-900/oz AISC) and Musselwhite Mine LoM averages as per the Technical Report (as defined below) (202 koz and US$1,269/oz AISC).

 

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· Musselwhite is well suited to Orla's technical capabilities: The Company's experienced management team boasts in-depth experience developing and operating underground mines, including many in Canada, and is supplemented by the Board's operating history with the asset.

 

· Increased leverage to strong gold price environment: Production uplift from Musselwhite Mine increases exposure to the current record gold price environment.

 

The Musselwhite Mine

 

The Musselwhite Mine property is located in the Patricia Mining District in north-western Ontario, on traditional territory of North Caribou Lake First Nation, in the Kenora District of Ontario, Canada. The Musselwhite Mine is comprised of 940 exploration claims and 338 mining leases, 100% owned by GCL, issued under the Ontario Mining Act. Musselwhite is a producing, underground gold mine that has been in operation for over 25 years, having produced close to 6,000,000 ounces of gold to date, with a long history of resource growth and conversion.

 

Current as of December 31, 2023, proven gold reserves contained 707,000 ounces (3,250,000 tonnes at grade of 6.76 g/t Au) and probable gold reserves contained 766,000 ounces (4,100,000 tonnes at grade of 5.81 g/t Au) within a measured and indicated resource5 of 1,800,000 ounces (9,520,000 tonnes at 5.78 g/t Au) and an inferred resource of 190,000 ounces (1,200,000 tonnes at 4.96 g/t Au).

 

The Company commissioned an independent NI 43-101 technical report for Musselwhite Mine in connection with the Transaction. Based only on the current reserves, Musselwhite Mine has a seven-year mine life (2024- 2030) with average annual gold production of 202 koz at US$1,269/oz AISC6.

 

See section entitled “The Musselwhite Mine – Technical Report”.

 

Selected Unaudited Pro Forma Combined Financial Information

 

    Nine months ended
September 30, 2024
    Year ended
December 31, 2023
 
    US$ 000’s     US$ 000’s  
Income statement information:                
Revenue   $ 608,533     $ 584,357  
Net income (loss)     80,969       (368,891 )7 
Earnings (loss) per share   $ 0.25     $ (1.18 )

 

 

 

 

5 Inclusive of mineral reserves.

6  Non-GAAP measure. Excludes exploration and project growth spending. Refer to the “Non-GAAP Measures” section of this Circular.

7 This loss includes (a) $72.7 million impairment of the Cerro Quema project in December 2023, and (b) an impairment charge of $292.9 million on goodwill at Musselwhite. Had the Transaction occurred, the impairment charge at Musselwhite Mine would have been included in the computations for consideration given and net assets acquired and would not have been recognized.

 

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    As at
September 30, 2024
 
    US$000’s  
Balance sheet information:        
Current assets   $ 181,613  
Mineral properties     1,489,642  
Other long-term assets     8,026  
Total assets   $ 1,679,281  
         
Current liabilities   $ 423,473  
Long term liabilities     760,951  
Equity     494,857  
Total liabilities and equity   $ 1,679,281  

 

This summary unaudited pro forma combined financial information is not intended to be indicative of the results that would actually have occurred, or the results expected in future periods, had the events reflected herein occurred on the dates indicated. Actual amounts recorded upon consummation of the Transaction could differ materially from the pro forma information presented above.

 

See section entitled “The Musselwhite Mine – Selected Unaudited Pro Forma Combined Financial Information” and Schedule “B” to this Circular.

 

The Transaction

 

Pursuant to the Share Purchase Agreement, the Company, through the Purchaser, will acquire a 100% interest in the Musselwhite Mine through the purchase from GCL, or an affiliate thereof, of all the issued and outstanding shares of Musselwhite Mine Ltd.

 

In consideration for the Purchased Shares, the Purchaser has agreed to pay:

 

a. US$810,000,000 in cash, representing the Base Purchase Price, on the Closing Date;

 

b. US$20,000,000 in cash, by no later than ten (10) business days following the first anniversary of the Closing Date, unless the average spot gold price is equal to or less than US$2,900/oz during the period commencing on the Closing Date and ending on first anniversary thereof, in which case the First Deferred Amount will be reduced to US$0; and

 

c. US$20,000,000 in cash no later than ten (10) business days following the second anniversary of the Closing Date, unless the average spot gold price is equal to or less than US$3,000/oz during the period commencing on the first anniversary of the Closing Date and ending on second anniversary thereof, in which case the Second Deferred Amount will be reduced to US$0.

 

See the section entitled "The Share Purchase Agreement – Consideration".

 

The Company has arranged the following financing commitments in order to fund the Base Purchase Price of the Transaction:

 

· Credit Facility: US$150,000,000 available under the Company’s existing revolving credit facility and a new US$100,000,000 term loan with a syndicate of lenders comprised of the Bank of Nova Scotia, Bank of Montreal, Canadian Imperial Bank of Commerce and ING Capital LLC.

 

Page 9


 

· Concurrent Private Placement: Pursuant to the Subscription Letter executed by each of Fairfax, Pierre Lassonde, and Trinity, the Subscribers have committed on behalf of themselves and their affiliates to subscribe for Notes in the aggregate principal amount of US$200,000,000.

 

· Gold Prepay Facility: Pursuant to the Gold Prepay Letters with each of the Bank of Montreal, Canadian Imperial Bank of Commerce and ING Capital Markets LLC, the Gold Prepay Lenders have committed, subject to the terms and conditions therein, to provide a gold prepay to the Company in the amount of US$360,000,000 as set forth in the Gold Prepay Letters.

 

See the sections entitled "Source of Funds and Expenses for the Proposed Transaction" and “The Concurrent Private Placement”.

 

See the section entitled "The Transaction".

 

Formal Valuation

 

Pursuant to the Davidson Engagement Letter dated October 31, 2024, the Board retained Davidson to prepare the Formal Valuation in connection with the Transaction and to provide the Formal Valuation as to the fair market value of the Musselwhite Mine in accordance with MI 61-101. The Board concluded that Davidson is qualified and independent for the purposes of MI 61-101.

 

Davidson delivered to the Board the results of the Formal Valuation opining that, as of the date of the Share Purchase Agreement, subject to the assumptions, limitations and qualifications set forth therein, the fair market value of Musselwhite Mine is between US$910,000,000 and US$940,000,000.

 

See the section entitled “The Transaction – Formal Valuation” and Schedule “C” of this Circular.

 

The Concurrent Private Placement

 

In connection with the Transaction, the Company has entered into the Subscription Letter with Fairfax, Pierre Lassonde, and Trinity for a non-brokered private placement of Notes in an aggregate principal amount of US$200,000,000. The Notes will have the following terms:

 

· Interest Rate: 4.5% per annum, payable in cash.

 

· Maturity: Five years from the date of issuance.

 

· Conversion Right: The Notes may be converted in full or in part at any time prior to the maturity date, by the holder thereof, into Common Shares.

 

· Conversion Price: The initial conversion price for the Notes will be C$7.90 (approximately US$5.64) per Share. The Conversion Price represents a premium of 37% relative to the five-day volume-weighted average price of the Common Shares on the TSX as of market close on November 15, 2024, the last trading day prior to the execution of the Subscription Letter, and will be subject to standard anti- dilution adjustments. For the purposes of conversion, the Conversion Price will be converted into U.S dollars using a fixed exchange rate of $1.40 Canadian dollars per US dollar ($0.714 USD/CAD).

 

· Redemption Right: After the 18-month anniversary of the issuance, the Company may redeem the Notes, provided that the 20-day volume weighted average price of the Common Shares is not less than 130% of the Conversion Price. Upon redemption, the Notes will convert into Common Shares at the Conversion Price.

 

· Warrants: On closing, each holder of the Notes will receive, for each Common Share issuable upon conversion thereof, 0.66 Warrants. The Warrants shall have an exercise price of C$11.50 per Common Share and shall expire on the fifth anniversary of the closing of the Concurrent Private Placement.

 

Page 10


 

 

The Concurrent Private Placement is expected to close concurrently with and is conditional on the closing of the Transaction.

 

In aggregate, 58,835,441 Common Shares are issuable pursuant to the Concurrent Private placement, reflecting the sum of 35,443,037 Common Shares issuable upon conversion of all Notes and 23,392,404 Common Shares issuable upon the exercise of all Warrants, and representing approximately 18.3% of the issued and outstanding Common Shares as of the Record Date.

 

The Concurrent Private Placement is also subject to approval of the TSX and NYSE American. Pursuant to section 604(a)(ii) and 607(g)(ii) of the TSX Company Manual, the TSX requires shareholder approval to be obtained for private placements to “insiders” (as defined in the TSX Company Manual) for listed securities, options or other entitlements to listed securities greater than 10% of the number of securities of the issuer, on a non-diluted basis, prior to the date of closing of the private placement. As the Concurrent Private Placement will result in more than 10% of the issued and outstanding Common Shares being made issuable to insiders of the Company, the Concurrent Private Placement is subject to the approval by an ordinary resolution of the Shareholders, excluding the votes attached to the Common Shares owned or controlled by Newmont, Fairfax and Mr. Lassonde and their respective joint actors, if any.

 

See the sections entitled “The Concurrent Private Placement”.

 

Control Person Issuance

 

Upon consummation of the Concurrent Private Placement Fairfax will receive sufficient Notes and Warrants to, upon conversion and exercise thereof, materially effect control of the Company. As such, the issuance of Notes to Fairfax forms part of the Financing Resolution and is, according to section 604(a)(i) of the TSX Company Manual, subject to an ordinary resolution of the Shareholders, excluding Common Shares owned or controlled by Fairfax, and its respective joint actors, if any, pursuant to the TSX Company Manual. See sections entitled “Control Person Issuance” and “The Concurrent Private Placement Under MI 61-101”.

 

MI 61-101

 

Newmont, as a holder of more than 10% of the voting rights attached to the outstanding Common Shares, is a "related party" of the Company under MI 61-101 and, therefore, the Transaction is a “related party transaction”, which requires among other things that (i) the Transaction receive majority approval of the Shareholders, excluding all Common Shares held by Newmont or any of its affiliates, and (ii) the Company obtain a formal valuation relating to assets acquired pursuant to the Transaction. In addition to the requirements of MI 61-101, minority shareholder approval of the Transaction is required pursuant to sections 501(c) and 604(a)(ii) of the TSX Company Manual. See the section entitled "The Transaction Under MI 61-101".

 

Fairfax and Mr. Lassonde also hold more than 10% of the voting rights attached to the outstanding Common Shares and are, therefore, "related parties" of the Company as defined under MI 61-101. As such, the issuance of the Convertible Notes and Warrants to Fairfax and Mr. Lassonde is a "related party transaction" within the meaning MI 61-101. However, as neither the fair market value of the securities acquired, nor the consideration for the securities paid, insofar as it involves Fairfax and Mr. Lassonde, exceeds 25% of the Company's market capitalization, the issuance of securities is exempt from the formal valuation requirements of Section 5.4 of MI 61-101 pursuant to Subsection 5.5(a) of MI 61-101 and exempt from the minority approval requirements of Section 5.6 of MI 61-101 pursuant to Subsection 5.7(1)(a) of MI 61-101. See the sections entitled “The Concurrent Private Placement Under MI 61-101”.

 

Voting Support Agreements

 

The directors and officers of the Company, along with certain key Shareholders, namely Pierre Lassonde, Fairfax, Trinity, and Agnico Eagle (collectively with Newmont, the “Supporting Shareholders”), have entered into voting support agreements (“Voting Agreements”) with the Company, the Purchaser and GCL and under which they have agreed, among other things, to vote in favour of the Transaction and the Concurrent Private Placement.

 

Page 11


 

Newmont has also agreed to vote in favour of the Concurrent Private Placement pursuant to the Share Purchase Agreement. Irrespective of the Voting Agreements and the Share Purchase Agreement, the votes of Fairfax, Mr. Lassonde and Newmont will be excluded from calculating approval of the Shareholders Resolutions. Collectively, the Supporting Shareholders represent (i) in aggregate approximately 52% of the Common Shares and (ii) 19.05% of the Common Shares eligible to vote on the Acquisition Resolution approving the Transaction and the Financing Resolution approving the Concurrent Private Placement, respectively (excluding the Common Shares held by Newmont, Fairfax and Mr. Lassonde, and their respective joint actors, if any).

 

Recommendation of the Board

 

The Board (with Mr. Langley abstaining), having considered all factors it has deemed to be necessary to be considered, unanimously recommends the approval of the Shareholders Resolutions to be presented to the Shareholders at the Meeting. See the section entitled “Particulars of Matters to be Acted Upon at the Meeting – Recommendation of the Board”.

 

Risk Factors

 

The Company is subject to a number of risk factors related to the Transaction, the Financings, the Musselwhite Mine, and other related matters, as set out in this Circular. Shareholders should carefully consider these risk factors. See the section entitled “Risk Factors”.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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SOLICITATION OF PROXIES AND VOTING INSTRUCTIONS

 

SUMMARY OF MATTERS TO BE VOTED ON AT THE MEETING

 

 

No:

 

 

Description:

 

Board’s

Recommendation:

 

Further

Information:

1.   Approval of the transaction to acquire the Musselwhite Mine (as defined below) along with all related property and assets.   FOR   Page 50
             
2.   Approval of a private placement to certain insiders of the Company and such issuances thereunder as to materially affect control of the Company.   FOR   Page 65

 

SOLICITATION OF PROXIES

 

It is anticipated that the solicitations will be made primarily by mail in relation to the delivery of the Circular. Proxies may also be solicited personally or by telephone by directors, officers or employees of the Company at nominal cost. The cost of the solicitation will be borne by the Company. The Company has also retained Laurel Hill Advisory Group Company (“Laurel Hill”), as its proxy solicitation agent, to assist in the solicitation of proxies with respect to the matters to be considered at the Meeting. For these services, Laurel Hill will receive C$60,000 advisory fee, in addition to a fee for retail shareholder calls and certain out-of-pocket expenses.

 

The Company has arranged for Intermediaries (as defined below) to forward the Meeting Materials (as defined below) to Non-Registered Shareholders and the Company will reimburse the Intermediaries for their reasonable fees and disbursements in that regard.

 

This solicitation of proxies and voting instruction forms involves securities of a Company located in Canada and is being effected in accordance with the applicable corporate and securities laws of Canada. The proxy solicitation rules under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), are not applicable to the Company or this solicitation. Shareholders should be aware that disclosure and proxy solicitation requirements under the applicable securities laws of Canada and the Toronto Stock Exchange (“TSX”) differ from the disclosure and proxy solicitation requirements under United States securities laws.

 

APPOINTMENT AND REVOCATION OF PROXIES

 

The person(s) designated by Management in the enclosed form of proxy are directors and/or officers of the Company (the “Management Proxyholders”). Each Shareholder has the right to appoint as proxyholder a person (who need not be a Shareholder) other than Management Proxyholders to represent the Shareholder at the Meeting or at any adjournment or postponement thereof. Such right may be exercised by striking out the names of the person(s) printed in the accompanying form of proxy and inserting the name of the person in the blank space provided in the enclosed form of proxy or by completing another suitable form of proxy and, in either case, delivering the completed and executed form of proxy as provided below.

 

If you are a Non-Registered Shareholder and wish to vote at the Meeting, you have to insert your own name in the blank space provided on the voting instruction form or form of proxy sent to you by your Intermediary and follow the applicable instructions provided by your Intermediary.

 

A Registered Shareholder who has submitted a proxy may revoke it at any time prior to the exercise thereof at the Meeting or any adjournment or postponement thereof.

 

Page 13


 

In addition to revocation in any other manner permitted by law, a proxy may be revoked by:

 

(a) executing a proxy bearing a later date or by executing a valid notice of revocation, either of the foregoing to be executed by the Registered Shareholder or such holders’ authorized attorney in writing, or, if such a holder is a corporation, under its corporate seal by an officer or duly authorized attorney, and by delivering the proxy bearing a later date to Computershare at 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1 or to the address of the registered office of the Company at 1010 - 1075 West Georgia St. Vancouver, BC V6E 3C9, at any time up to and including the last business day that precedes the day of the Meeting or, if the Meeting is adjourned, the last business day that precedes any reconvening thereof, or to the chair of the Meeting on the day of the Meeting or any reconvening thereof, or in any other manner provided by law; or

 

(b) personally attending the Meeting and voting the Common Shares.

 

Upon such deposit, the proxy is revoked. A revocation of a proxy will not affect a matter on which a vote is taken before the revocation.

 

If you are a Non-Registered Shareholder, please contact your Intermediary or Laurel Hill. Any change or revocation of voting instructions by a Non-Registered Shareholder can take several days or longer to complete and, accordingly, any such action should be completed well in advance of the deadline given in the proxy or voting instruction form by the Intermediary or its service company to ensure it is effective.

 

VOTING OF PROXIES

 

On any ballot that may be called for, the Common Shares represented by a properly executed proxy given in favour of the Management Proxyholders will be voted or withheld from voting in accordance with the instructions given on the ballot. If the Shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly.

 

In the absence of any direction in the instrument of proxy, such Common Shares will be voted in favour of the matters set forth in the accompanying Notice of Meeting. The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the accompanying Notice of Meeting, and with respect to other matters which may properly come before the Meeting or any adjournment or postponement thereof. At the date of this Circular, Management is not aware of any such amendment, variation or other matter to come before the Meeting. However, if any amendments or variations to matters identified in the accompanying Notice of Meeting or any other matters which are not now known to Management should properly come before the Meeting or any adjournment or postponement thereof, the Common Shares represented by properly executed proxies given in favour of the Management Proxyholders will be voted on such matters pursuant to such discretionary authority.

 

REGISTERED SHAREHOLDERS

 

In the case of Registered Shareholders, the completed, signed and dated form of proxy should be sent in the addressed envelope enclosed to Computershare Investor Services Inc., Attn: Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Yl, or via fax to 1-866-249-7775 (toll free North America) or 1-416-263- 9524 (International). Alternatively, Registered Shareholders may vote by telephone by calling 1-866-732-8683 (toll free) or online via www.investorvote.com. To be effective, a proxy must be received not later than 8:00 a.m. (Vancouver time) on January 17, 2025, or at least 48 hours (excluding Saturdays and holidays), before the time for holding the Meeting or any adjournment thereof.

 

A Registered Shareholder who has given a proxy may revoke it by depositing an instrument in writing, including another proxy bearing a later date, signed by the Registered Shareholder or by the Registered Shareholder’s attorney, who is authorized in writing, or by transmitting, by telephonic or electronic means, a revocation signed by electronic signature by the Registered Shareholder or by the Registered Shareholder’s attorney, who is authorized in writing, to the head office of the Company at any time up to and including the last business day preceding the day of the Meeting, or in the case of any adjournment or postponement of the Meeting, the last business day preceding the day of the adjournment or postponement, or by attending the Meeting in-person and complying with the instructions as provided thereat.

 

Page 14


 

A Registered Shareholder may also revoke a proxy in any other manner permitted by law. Only Registered Shareholders have the right to revoke a proxy. A Non- Registered Shareholder who wishes to change its vote must arrange for its Intermediary to revoke its proxy on its behalf.

 

NON-REGISTERED HOLDERS

 

Only Registered Shareholders (or duly appointed proxyholders) are permitted to vote at the Meeting. However, in many cases, Shareholders are “non-registered” Shareholders because the Common Shares they own are not registered in their names, but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the Common Shares. More particularly, a person is not a Registered Shareholder in respect of Common Shares which are held on behalf of that person, but which are registered either: (a) in the name of an intermediary (an “Intermediary”) that the Non-Registered Shareholder deals with in respect of the Common Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or (b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited) of which the Intermediary is a participant. Non-Registered Shareholders do not appear on the list of Shareholders maintained by the transfer agent.

 

Non-Registered Shareholders who have not objected to their Intermediary disclosing certain ownership information about themselves to the Company are referred to as Non-Objecting Beneficial Owners (“NOBOs”). Those Non-Registered Shareholders who have objected to their Intermediary disclosing ownership information about themselves to the Company are referred to as Objecting Beneficial Owners.

 

In accordance with applicable securities law requirements, the Company will have distributed copies of the Notice of Meeting, this Circular, the form of proxy or voting instruction form and the supplemental mailing list request card (collectively, the “Meeting Materials”) to the clearing agencies and Intermediaries for distribution to Non-Registered Shareholders. The Company intends to pay for Intermediaries to deliver the Meeting Materials to Non-Registered Shareholders.

 

Intermediaries are required to forward the Meeting Materials to Non-Registered Shareholders unless a Non- Registered Shareholder has waived the right to receive them. Very often, Intermediaries will use service companies to forward the Meeting Materials to Non-Registered Shareholders. The majority of Intermediaries now delegate responsibility for obtaining instructions from Non-Registered Shareholders to Broadridge Financial Solutions, Inc. (“Broadridge”). Broadridge typically mails a voting instruction form to Non-Registered Shareholders and asks Non-Registered Shareholders to return the VIF to Broadridge. The Company may utilize Broadridgeʼs QuickVote TM system to assist eligible NOBOs with voting their Common Shares over the

telephone.

 

Generally, Non-Registered Shareholders who have not waived the right to receive the Meeting Materials will either:

 

(a) be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of Common Shares beneficially owned by the Non-Registered Shareholder but which is otherwise not completed. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the Non-Registered Shareholder when submitting the proxy. If the Non-Registered Shareholder does not wish to attend and vote at the Meeting in person (or have another person attend and vote on the holder’s behalf), the Non-Registered Shareholder must complete the form of proxy and deposit it with the Company’s registrar and transfer agent, Computershare, as provided above; or

 

Page 15


 

(b) be given a voting instruction form which is not signed by the Intermediary, and which, when properly completed and signed by the Non-Registered Shareholder and returned to the Intermediary or its service company, will constitute voting instructions (often called a “proxy authorization form”), which the Intermediary must follow. Typically, the proxy authorization form will consist of a one-page pre- printed form. Sometimes, instead of the one-page pre-printed form, the proxy authorization form will consist of a regular printed proxy form accompanied by a page of instructions, which contains a removable label containing a barcode and other information. In order for the form of proxy to validly constitute a proxy authorization form, the Non-Registered Shareholder must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and return it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company. If the Non-Registered Shareholder does not wish to attend and vote at the Meeting in person (or have another person attend and vote on the holder’s behalf), the voting instruction form must be completed, signed and returned in accordance with the directions on the form.

 

In either case, the purpose of this procedure is to permit a Non-Registered Shareholder to direct the voting of the Common Shares which they beneficially own. In addition, an Intermediary subject to the New York Stock Exchange rules and who has not received specific voting instructions from the Non-Registered Shareholder will not be able to vote the Common Shares on all or, as applicable, any matters at the Meeting. Non-Registered Shareholders should carefully follow the instructions of their Intermediary, including those regarding when and where the proxy or proxy authorization form is to be delivered. Only Registered Shareholders have the right to revoke a proxy. A Non-Registered Shareholder who wishes to change its vote must arrange for its Intermediary to revoke its proxy on its behalf.

 

VOTING AT THE MEETING

 

The Company will hold its Meeting in-person at 1133 Melville St #3500, Vancouver, BC V6E 4E5. In order to streamline the Meeting process, the Company encourages Shareholders to vote in advance of the Meeting using the voting instruction form or the form of proxy mailed to them with the Meeting Materials. Only Registered Shareholders and duly appointed proxyholders will be able attend and/or vote in-person at the Meeting.

 

Registered Shareholders and duly appointed proxyholders who participate in the Meeting may ask questions in accordance with the instructions provided at the Meeting. Questions will generally only be addressed during a question period at the end of the Meeting, however, questions regarding procedural matters or directly related to a specific motion may be addressed during the Meeting.

 

If you are a Non-Registered Shareholder and wish to vote at the Meeting, you must appoint yourself as proxyholder by inserting your own name in the space provided for appointing a proxyholder on the voting instruction form sent to you and follow all of the applicable instructions, including the deadline, provided by the Intermediary.

 

RECORD DATE

 

The board of directors of the Company (the “Board”) has fixed December 9, 2024 (the “Record Date”) as the record date for the purpose of determining holders of Common Shares entitled to receive notice of and to vote at the Meeting. In accordance with the provisions of the Canada Business Corporation Act (the “CBCA”), the Company or its transfer agent will prepare a list of holders of Common Shares on the Record Date. Each Shareholder named in the list or such Shareholder’s proxy will be entitled to vote the Common Shares shown opposite such Shareholder’s name on the list at the Meeting.

 

QUORUM

 

A quorum will be present at the Meeting if there are at least two persons present in person, each being a Shareholder entitled to vote thereat or a duly appointed proxy or proxyholder for an absent Shareholder so entitled, holding or representing in the aggregate not less than 25% of the issued and outstanding Common Shares.

 

Page 16


 

 

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

 

VOTING SHARES

 

The authorized voting securities of the Company consist of an unlimited number of Common Shares. As at Record Date, the Company had 321,611,023 Common Shares outstanding, each carrying the right to one vote. Except as otherwise noted in this Circular, a simple majority (50%) of the votes cast at the Meeting, whether in person, by proxy or otherwise, will constitute approval of any matter submitted to a vote.

 

PRINCIPAL SHAREHOLDERS

 

To the knowledge of the directors and executive officers of the Company, as at the Record Date, no person beneficially owned, controlled or directed, directly or indirectly, more than 10% of the voting rights attached to the outstanding Common Shares except the following:

 

Shareholder

 

Number of Common Shares

 

% of Outstanding

Common Shares

 
Fairfax Financial Holdings Limited (“Fairfax”)   56,817,229   17.7%  
Newmont Corporation (“Newmont”)   43,245,294   13.4%  
Pierre Lassonde   32,235,963(1)   10.0%  
Agnico Eagle Mines Limited (“Agnico Eagle”)   27,602,589(2)   8.6%  

Notes:

1. Mr. Lassonde also holds warrants to purchase 5,200,000 Common Shares and will which, together with his Common Shares represents approximately 11.5% of the Common Shares on a partially-diluted basis.
2. Agnico Eagle also holds warrants to purchase 10,400,000 Common Shares which, together with its Common Shares represents approximately 11.4% of the Common Shares on a partially-diluted basis.

 

THE MUSSELWHITE MINE

 

The gold mining complex known as the Musselwhite mine (the “Musselwhite Mine”), located in the Patricia Mining District of the Province of Ontario, Canada, is a producing, underground gold mine located on the shore of Opapimiskan Lake in Northwestern Ontario. It has been in operation for over 25 years, having produced close to 6,000,000 ounces of gold to date, with a long history of resource growth and conversion.

 

Current as of December 31, 2023, proven gold reserves contained 707,000 ounces (3,250,000 tonnes at grade of 6.76 g/t Au) and probable gold reserves contained 766,000 ounces (4,100,000 tonnes at grade of 5.81 g/t Au) within a measured and indicated resource8 of 1,800,000 ounces (9,520,000 tonnes at 5.78 g/t Au) and an inferred resource of 190,000 ounces (1,200,000 tonnes at 4.96 g/t Au).

 

Based only on the current reserves, Musselwhite Mine has a seven-year mine life (2024-2030) with average annual gold production of 202,000 ounces at US$1,269 per ounce all-in sustaining cost (“AISC”)9.

 

Significant opportunities exist to optimize the operation and extend mine life though known extensions of the ore body.

 

 

8 Inclusive of mineral reserves.

9 Non-GAAP measure. Excludes exploration and project growth spending. Refer to the “Non-GAAP Measures” section of this Circular.

 

Page 17


 

MUSSELWHITE MINE TECHNICAL REPORT

 

The information in this section is summarized, compiled or extracted from the “Technical Report – Musselwhite Mine Project, Ontario, Canada” with an effective date of November 18, 2024 (the “Technical Report”) which is incorporated by reference into this Circular, and is qualified in its entirety with reference to the full text of the Technical Report. The Technical Report was prepared by Ryan S. Wilson, P. Geo., David Frost, FAusIMM, Daniel Gagnon, P.Eng., of DRA Americas Inc., James Theriault, P.Eng., of SLR Consulting (Canada) Ltd., Paul Gauthier, P.Eng., Paul Palmer, P.Eng. and William Richard McBride, P.Eng., of WSP Canada Inc. each of whom are “qualified persons” and independent in accordance with NI 43-101 and has been filed with the securities regulatory authorities in all the provinces and territories of Canada.

 

Portions of the following information are based on assumptions, qualifications and procedures which are not fully described herein. Readers should read this summary in conjunction with the Technical Report, which is available for review under the Company’s profile on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov.

 

All terms used and not defined in this section have the meaning as set out in the Technical Report.

 

PROPERTY DESCRIPTION AND LOCATION

 

The Musselwhite Mine property is located in the Patricia Mining District in north-western Ontario; National Topographic System (NTS) 53 B/9, latitude 52°36'50" N and longitude 90°21'43" W. UTM Coordinates correspond to NAD83 UTM Zone 15N. The Musselwhite Mine is located on traditional territory of North Caribou Lake First Nation, in the Kenora District of Ontario, Canada (Figure 1.1). The operation is approximately 500 kilometers north of Thunder Bay and is accessible by road via Ontario highways ON-17 and ON-599N and by air.

 

Figure 1.1 – Musselwhite Mine Location

 

 

Source: Orla, 2024

 

Page 18


 

ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE, AND PHYSIOGRAPHY

 

The property is accessed by chartered air service from Thunder Bay and a weekly community flight is from Sioux Lookout/Pickle Lake and touches down in the Cat Lake, North Caribou Lake, Kingfisher Lake and Wunnumin Lake. A gravel air strip suitable for STOL-type (short take-off and landing) aircraft is maintained year-round. The communities of Mishkeegogamang and Pickle Lake have year-round road access while communities north of Pickle Lake only have winter road access. For the remainder of the year, access to these northern communities is by aircraft.

 

The nearest permanent weather monitoring station is located in Pickle Lake. Weather statistics from Environment Canada (https://www.canada.ca/en/services/environment/weather/data-research. html) for the period 1990 – 2012 indicate a mean daily temperature of 0.7°C. Temperatures for the period range between a maximum of 39°C and a minimum of -43°C. The mean annual rainfall is recorded at 510 mm and the mean annual snowfall is 249 cm. The average wind speed is 8.5 km/h and predominantly originates from the west.

 

Local resources include services from several local First Nation corporations and joint ventures. The local population provides the workforce which accounts for approximately 19% of the mine personnel; additionally skilled labour is available throughout the greater mining areas of northwest Ontario.

 

Infrastructure to take water supply from Opapimiskan Lake to the mine is present and required quantities of water are not a limiting factor under the Permit to take water.

 

Road access to the Musselwhite site by the all-weather gravel road from the Town of Pickle Lake includes 42 km of access road that begins at the North Road some 160 km from Pickle Lake. There are six (6) Bailey type bridges between Pickle Lake and the turnoff to Musselwhite and one bridge built to MNR standards on the Musselwhite access road. Site personnel fly in and fly out of the site on a mine owned aircraft that is operated by Wasaya Airlines from Thunder Bay. A weekly community flight is from Sioux Lookout/Pickle Lake and touches down in the Cat Lake, North Caribou Lake, Kingfisher Lake and Wunnumin Lake.

 

Provincial power and communication lines currently service the mine from the substation located at Pickle Lake via the Musselwhite-owned and operated overhead power transmission line. More recently power to the site was upgraded via a connection to power supplied by Wataynikaneyap Power LP.

 

Musselwhite’s airstrip, camp, mine complex, tailings storage facility, and mill area are located on the south shore of Lake Opapimiskan.

 

The topography of the mine site is relatively flat, with granite intrusions associated with regional highlands. Local relief, which ranges from 5 m to a maximum of 45 m. Extensive, low-lying swampy areas surround streams, ponds, and lakes on the property. Regional drainage is north-east towards Hudson Bay, with an average gradient of 3 m/km.

 

The Opapimiskan Lake area lies within the northern coniferous section of the boreal forest. Predominant species include black spruce, tamarack, and cedar, with local stands of white birch, jack pine, and poplar on better-drained areas.

 

HISTORY

 

The Musselwhite Mine has a long and storied history that spans over four (4) decades and is summarized in Table 1.1.

 

As of February 28, 2024, the operation has milled approximately 30.5 Mt of ore at a head grade of about 5.68 g/t Au, for a total of over 5.5 million recovered ounces.

 

Page 19


 

Table 1.1 – Musselwhite Mine Chronology

 

Year Description
1960 Harold and Alan Musselwhite prospect the region.
1962 Gold first discovered in the area by brothers Harold and Allan Musselwhite of Kenpat Mines Ltd. (the “Musselwhite Brothers”) who found erratic gold mineralization in a quartz vein on the north side of Opapimiskan Lake and several showings in iron formation on the south side of the lake.
1962 to 1973 Early exploration and claims to gold at the site
1973 The Musselwhite Prospecting Grubstake is initiated
1973 to 1984 Several exploration campaigns are carried out.
1983 The Musselwhite Joint Venture is formed.
1985 to 1986 Surface drilling confirms a discovery with economic potential has been made.
1986 to 1987 A Pre-Feasibility Study is completed.
1988 to 1989 An underground exploration program is completed. The three (3) remaining partners, Placer Dome (43%), Inco Gold (32%) and Corona (25%), initiate a feasibility study. The economics do not justify developing the mine.
1992 to 1993 A drilling program focuses on the OP and PQ mineralized zones.
1993 Placer Dome purchases the 25% share of Musselwhite, acquired by Homestake Mining Co. through the latter's merger with Corona.
1994 An underground program begins on the T-Antiform structure. The PQ zone is explored by surface diamond drilling.
1994 to 1995 Sinking of exploration shaft commences.
1995 All-weather road connection to north road is completed. Portal excavation commences.
1996 The Musselwhite Joint Venture partners decide to put the property into production, and construction begins immediately following completion of a feasibility study. Underground development of the T-Antiform deposit, and open pit mining of the OP zone, begin.
1997 The first gold bar is poured on March 10, 1997, and the mine enters commercial production on April 1, 1997. Production from the open pit is suspended in August 1997.
2001 One million ounces are produced as of November 7, 2001.
2002 Underground crusher and conveyor are commissioned.
2002 to 2003 The merger of Kinross, TVX, and Echo Bay is completed. The new Kinross Gold Corporation acquires approximately 32% of the Musselwhite Mine.
2003

PQ Deeps deposit discovered. This deposit is notably higher grade than the existing mine’s reserve at the time.

2005 Mine produces record 250,383 ounces of gold.
2006 Barrick successfully completes take-over of Placer Dome and sells Musselwhite Mine to Goldcorp Canada Ltd.
2006 Total gold production reaches 2 million ounces.
2007 Mining commenced in the Esker Deposit. Goldcorp acquired the 32% Kinross Gold Corporation participation becoming the 100 % owner.
2010 Third millionth ounce pour. In February Musselwhite becomes the first Canadian Mine to adopt the International Cyanide Code.
2011 Esker Vent shaft sinking project commenced.
2012 June the site was evacuated, except for a skeleton crew, due to a severe forest fire. It was stopped by the MNR fire fighters, mostly aircraft, very close to the Esker site.

 

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Year Description
2014

September Harmonic filter bank installed and commissioned at Esker site; Poured cumulative 4,000,000 oz Au on July 31, 2014;

 

Abandonment of the Esker Mine Shaft Project; the 6.2 m (20.3 ft) diameter shaft is now used as an exhaust raise from 315 m (1,033.5 ft) L. The Esker Mine Shaft Project was cancelled in favour of the new Winze Project.

2015 Total gold production reaches 4 million ounces.
2016 Materials Handling Project works commence; The unlined raise (“Esker Mine Shaft”) was completed in 2016. Two new 2,012 kW (1,500 hp) variable pitch downcast fans were installed for this project and also to upgrade existing mine ventilation.
2017 Implementation of multi-unit tele-remote scoop operation on site and remote mucking operation from Thunder Bay office. Underground tagging and tracker system (Electronic Tag Board) implemented.
2018 Musselwhite Integrated Remote Operations Centre (IROC) opened in Thunder Bay in June to provide tele remote operational support to the underground mining operations
2019

Newmont acquired Musselwhite in connection with its $10-billion acquisition of Goldcorp in 2019.

 

Materials Handling Project completed, with the first ore processed in Q1.

2019 to 2021 Conveyor system caught fire on March 29, leading to a power shutdown and subsequent flooding that would halt production for a period of nearly 1 year. Restoration efforts were nearing completion when Covid-19 pandemic related shutdowns led to further commissioning delays in 2020 and 2021.
2020 Geotechnical studies and Map3D numerical model completed to assess the proposed mine plan and provide guidance on PQD Extension 1.
2021 Strategic planning session with a cross-functional team to understand the potential of the PQD orebody / align on the path to add PQD reserves to the LoM. Supported by completion of much technical work / test work / studies.
2022 In 2022, Musselwhite transitions all line-of-sight load, haul and dump activities underground to fully remote operations with the introduction of automation technology.
2023 Electrical Upgrade completed - The Wataynikaneyap Project, expands the power capacity line serving Musselwhite Mine from a maximum site capacity of 19,500 kW to 23,000 kW.
2024 As announced on November 18, 2024, Orla Mining Ltd. agreed to acquire Musselwhite from Newmont.

 

GEOLOGICAL SETTING AND MINERALIZATION

 

The North Caribou Greenstone Belt (NCGB) is located in the middle of the North Caribou terrane of the Western Superior Province, on the south side of a large-scale crustal boundary between the North Caribou Core and Island Lake Domain (Stott et al., 2010) as depicted in Figure 1.2. It comprises nine (9) volcanic-dominated assemblages formed during two major magmatic phases dated at ca. 2980 and ca. 2870 Ma. Sedimentary- dominated assemblages lie in the core of the NCGB, and are interpreted to have been deposited after 2980 Ma in the northern NCGB, and after 2850 Ma in the southeastern NCGB. Stratigraphic correlations between assemblages of the NCGB are based on the nature of their contacts, geochronological constraints, and geological and geochemical characteristics of their respective sequence. All assemblages are metamorphosed ranging from greenschist to amphibolite, with rare pockets of granulite. The NCGB is bounded by five (5) main intrusive phases emplaced during the two magmatic phases at ca. 2870-2850 Ma and ca. 2750-2690 Ma (Oswald, 2018).

 

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Figure 1.2 – Musselwhite Mine Regional Geologic Setting

 

 

Source: Oswald, 2018

 

The envelope of the main structural fabric and fold structures is roughly parallel to the contact of the narrow, elongate, two-arc shape of the North Caribou belt. Three (3) major phases of ductile to brittle-ductile deformation have been documented (D1, D2, D3) with the dominant regional structural pattern being related to D2. Gold occurrences have been identified in seven of the nine assemblages of the NCGB. Other commodity occurrences include Ag-Zn-Pb-Cu, Zn-Cu-Pb and Pt-Pd. Gold is frequently spatially associated with D2 related structures. Most gold occurrences are quartz-vein type hosted in mafic volcanic rocks and silicate facies iron formation, with subordinate mineralization hosted in biotite and amphibolite schists. (Oswald, 2018).

 

Mineralization at Musselwhite is predominantly found in sub-vertical high strain zones in the favourable silicate facies of the Northern Iron Formation, and to a lesser extent the oxide facies in both the Northern and Southern Iron Formation. Significant mineralization is also locally hosted in mafic volcanics and garnet-biotite schists in the West Limb deposits. In addition to the main hosts of mineralization, anomalous gold concentrations also occur property-wide and within all of the major lithologies. A positive correlation exists between gold and pyrrhotite mineralization in the Northern Iron Formation silicate facies. In general terms, this translates to 1 g/t Au for each percentage increase in pyrrhotite, up to approximately 15% pyrrhotite. This correlation between gold and pyrrhotite does not apply to mineralization in the Southern Iron Formation or the West Limb. The locations of key mineralized zones are shown with stratigraphic and structural relationships on a composite geology vertical section in Figure 1.3.

 

Mineralization is sulfide replacement of iron formation with quartz-pyrrhotite flooding and veining. Mineralization is best developed where structural permeability has been increased, either by folding, brittle or ductile deformation or in combination. Mineralization is thought to have been emplaced during D2 deformation and peak metamorphism (Oswald, 2018).

 

Quartz-pyrrhotite veins/floods are composed of massive, glassy blue to grey quartz with up to 20% fine to medium-grained pyrrhotite locally and occur as anastomosing networks of multiple veinlets that pinch and swell along strike as well as up and down dip. Accessory minerals include albite, almandine garnet and calcite, minor arsenopyrite, pyrite, chalcopyrite, and native gold. Sulfide mineralization in the veins is strongly structurally controlled, occurring within small-scale boudins, along the margins of the veins and as fine stringers within the vein itself. Sulfide replacement style mineralization is characterized by 2% to locally 15% fine-grained disseminated pyrrhotite, trace to locally 2% arsenopyrite, trace to 2% pyrite. Gangue minerals consist of almandine garnet, quartz and or chert, grunerite, actinolite, biotite, magnetite, calcite with accessory epidote and zircon.

 

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Visible native gold is commonly observed as isolated specks within quartz. The majority of the gold occurs in pyrrhotite micro-fractures within garnet-rich, silicate domains.

 

Figure 1.3 – Composite Geology Vertical Section Showing Key Mineralized Zones with Stratigraphic
and Structural Relationships, Musselwhite Mine

 

 

Source: Oswald, 2018

 

EXPLORATION WORK AND DRILLING

 

Historical Chronology of Notable Exploration Work

 

The following is a summarized chronology of exploration related work carried out at and around the location of the Musselwhite mine:

 

· 1938 – (Satterley 1941) First geological map of the North Caribou Greenstone Belt produced at a scale of 1 inch to 1 Mile (1:63360).

 

· 1960 – Geological survey of Canada conducted an airborne magnetometer survey of the North Caribou Greenstone Belt.

 

· 1962 – Economic gold mineralization was first identified on the adjacent Musselwhite mining leases by the Musselwhite Brothers in 1962

 

· 1963 – The Karl Zeemal property was optioned by Kenpat Mines Ltd. in 1963. The company conducted geological and geophysical surveys.

 

· 1962 to 1963 – Inco Limited conducted an 18-hole diamond drill hole program around Zeemal Lake and an additional Eight holes in area of Karl and Markop Lakes.

 

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· 1973 – The Musselwhite brothers optioned their property to a consortium led by Dome Exploration Ltd. Subsequent exploration activities resulted in the discovery of the “West Anticline Zone” in 1980.

 

· 1981 – The Dome Exploration Ltd Consortium commissioned Aerodat Ltd. to conduct an airborne magnetic and electromagnetic geophysical survey over the area surrounding the Musselwhite deposit.

 

· 1984 – Dome Mines Ltd. excavated an exploration decline into the West Anticline Zone to help delineate gold mineralization in this area.

 

· 1985 – The Ontario Geological Survey commissioned Aerodat Ltd. to perform an extensive Airborne Magnetic and Electromagnetic survey of the North Caribou Greenstone Belt. Maps 80744 and 80745 cover the Karl Zeemal area.

 

· 1986 – Extensive surface drilling by Dome Mines Ltd focused on the East Bay Synform.

 

· 1987 – Geocanex Ltd. conducted surface mapping and diamond drill programs on behalf of Santa Maria Resources Ltd on the Zeemal Lake property.

 

· 1988 – Power Explorations Inc. conducted extensive mapping, prospecting, trenching and diamond drilling along the mineralized Karl-Zeemal iron formation.

 

· 2005 – Goldcorp Canada Inc. extensive exploration drilling along the mineralized trend identified by Power Explorations Inc. in their 1988 drilling.

 

· 2006 – Barrick Gold acquired 100% of Placer Dome shares in January, and Goldcorp Canada Ltd. later acquired sole ownership of Musselwhite Mine from Barrick Gold and Kinross Gold Corp.

 

· 2018 – Goldcorp Canada Inc. soil-, litho-, and bio-geochemical sampling program. Detailed exploration drilling along mineralized trends and geochemical anomalies conducted within the Karl Zeemal and North Shore target areas.

 

· 2019 – Newmont Corporation acquired ownership of Goldcorp Inc. and all its properties. Greenfields exploration program conducted by Bayside Geoscience within Newmont-Goldcorp northern tenement along NCGB, and the near-mine Karl Zeemel target area.

 

· 2023 – Outcrop sampling program, and a 30,319 ha fixed-wing airborne gravity gradiometric survey was conducted over the Musselwhite Mine property and portions of regional claim tenement by CGG Canada Services Ltd.

 

Drilling

 

From 1974 to 2023, a total of 9,333 diamond drill holes with a cumulative length of 1,872,415 m have been completed at Musselwhite Mine and surrounding near-mine target areas (Table 1.2).

 

Table 1.2 – Musselwhite Mine Drilling Summary by Year

 

Year Holes Metres
1974 4 320
1975 12 691
1976 18 1,032
1978 36 3,013
1979 32 2,893
1980 17 2,701
1981 94 15,781

 

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Year Holes Metres
1982 61 9,508
1983 61 6,866
1984 64 1,756
1985 28 4,684
1986 122 23,351
1987 67 16,974
1988 44 12,300
1989 218 15,134
1992 12 2,055
1993 103 16,943
1994 330 50,780
1995 137 23,658
1996 146 26,916
1997 338 26,833
1998 303 44,456
1999 328 54,430
2000 328 57,640
2001 153 32,389
2002 205 41,929
2003 384 90,276
2004 327 76,368
2005 275 49,212
2006 190 40,452
2007 282 49,882
2008 262 52,986
2009 397 63,957
2010 332 60,733
2011 322 61,874
2012 214 71,487
2013 169 38,256
2014 153 48,755
2015 208 55,042
2016 361 77,489
2017 334 81,766
2018 391 94,163
2019 336 94,169
2020 189 43,055
2021 243 61,875
2022 366 86,750
2023 337 78,836
2024 109 26,355
Total 9,442 1,898,770

 

Drilling included in the 2023 model update included 407 new holes. A summary of the number of holes and meters drilled in each mine area and broken down by spacing classification is provided in Table 1.3.

 

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Table 1.3 – Summary of New Drilling Included in the 2023 Geology and Resource Model Update

 

Deposit Delineation Reserves Resources Wingspan

No. of

Holes

Meters
Drilled
No. of
Holes
Meters
Drilled
No. of
Holes
Meters
Drilled
No. of
Holes
Meters
Drilled
Red Wing 10 1,203 39 4,513 34 4,003 11 2,805
PQ Deeps 110 25,114 11 3,324 10 3,309 4 1,266
Lynx 29 6508 39 11,079 5 1,065 19 5,499
T-Antiform N/A N/A 9 1,836 N/A N/A 12 2,487
West Limb 49 9,849 5 1,602 N/A N/A 11 3,504
Totals 198 42,674 103 22,354 49 8,377 57 15,561

 

DATA VERIFICATION, SAMPLING PREPARATION, ANALYSIS, AND SECURITY

 

Mineral resource Qualified Person Ryan Wilson, P. Geo., completed a site visit on November 6 and 7, 2024. The visit included stops made to multiple active headings and a diamond drill set-up during the underground tour and stops made to the core logging, sampling and preparation facilities, and outcrop exposures along the south shore of Opapimiskan Lake on the surface tour. Review of key drill core intercepts supported the mineralization styles observed underground. Standard operating procedures and related documentation for all drilling, geological, sampling, assaying and database management were also reviewed during additional meetings with the site exploration team. Sample storage, security and chain of custody systems and infrastructure were also noted.

 

Specific core intervals were pulled and inspected, photographed, and/or filmed for later review and reference. No analytical facilities (e.g., Actlabs in Dryden) were inspected during the visit. No samples were collected for additional laboratory verification; however, mineralized intervals were inspected and compared with assay values for confirmation of mineralization. The quality of the drill hole database and contained assay results is considered reliable and adequate for the estimation of mineral resources.

 

Mineral reserve Qualified Person Paul Gauthier, P.Eng. completed a site visit on September 4 and 5, 2024. The visit included multiple stops made to active headings, maintenance shops and other underground facilities. Discussions with site management for the purpose of data verification also took place.

 

The Qualified Persons confirm that the data available are a reasonable and accurate representation of the Musselwhite Mine and are of sufficient quality to provide the basis for the conclusions and recommendations reached in the Technical Report.

 

MINERAL PROCESSING AND METALLURGICAL TESTING

 

Metallurgical test work completed on variability samples selected from across the current reserve shows minor to no amounts of elements and minerals that are deleterious to gold recovery and reagent consumption. Ores to be processed over the current life-of-mine are consistently of moderate hardness, with respect to grinding. Gold recoveries are expected to remain high, on average, and are reasonably predicted by the 2023 site model, with occasionally lower gold recovery resulting from elevated sulfide sulfur content and potentially changing gold mineralogy. Sulfide sulfur content did not explain all recovery outliers and variability.

 

MINERAL RESOURCES ESTIMATE

 

The Mineral Resource Estimate for the Musselwhite Mine includes Measured and Indicated Resources of 2,155 kt @ 4.25 g/t Au for 294 koz, and Inferred Resources of 1,188 kt @ 4.96 g/t Au for 190 koz.

 

The MRE has been prepared using a cut-off grade of not less than 3.80 g/t Au, and the underground Mineral Resources are reported using a gold price of US$1,600.

 

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The MRE statement for the Musselwhite Mine prepared by the QP is summarized in Table 1.4. Additional details are also provided in the adjoining footnotes.

 

Table 1.4 – Mineral Resource Estimate East and West Limb Deposits, Dec. 31, 2023

 

Category Tonnage Average Grade Gold Ounces
  (Mt) (g/t Au) (koz Au)
East and West Limb Deposits      
Measured 0.87 4.36 122
Indicated 1.29 4.17 173
Total Measured + Indicated 2.16 4.25 294
Inferred 1.19 4.96 190

 

Notes:

1. The Mineral Resource Estimate has been estimated using the Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Definitions Standards for Mineral Resource and Mineral Reserve in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects. Mineral Resources which are not Mineral Reserves, do not have demonstrated economic viability.
2. Mineral Resources are reported exclusive of mineral reserves.
3. Reference point for Mineral Resources is point of delivery to the process plant (diluted and mine recovered).
4. Mineral Resources are constrained within stope shapes generated by Deswik Stope Optimizer. Design parameters varied by both mining method (Transverse and Avoca) and zone for mining recovery (93– 94%) and dilution (14–30%) factors, respectively; refer to Section 14.5 of the Technical Report.
5. Stope shapes were developed using a gold sales price of US$1,600/oz.
6. Underground resources were estimated using a variable cut-off grade of not less than 3.80 g/t Au.
7. Resource estimations were interpolated using Ordinary Kriging (OK).
8. The effective date of the Mineral Resource Estimate is December 31, 2023.
9. Figures have been rounded to an appropriate level of precision for the reporting of Mineral Resources.
    As a result, totals may not compute exactly as shown.

 

       

 

MINERAL RESERVE ESTIMATION

 

The mine design, scheduling, and mineral reserve estimate were prepared by the technical services department at Musselwhite and verified by the QP responsible for these estimates.

 

Material factors that may cause actual results to materially vary from the conclusions, estimates, designs, forecasts, or projections, include any significant differences in anyone, or more, of the material factors, or information, including metal prices, mining methods, mining dilution and recovery, labor costs, consumables costs, metal recoveries and transportation costs.

 

Methodology For Estimating Mineral Reserves

 

Musselwhite employed procedures recognized in the mining industry to estimate Mineral Reserves. The method consists of converting Measured and Indicated Mineral Resources to Proven and Probable Reserves by identifying material that exceeds the Cut-Off grade while conforming to the geometrical constraints determined by the mining method and applying modifying factors such as dilution and mining recovery.

 

Modifying Factors

 

The conversion of Mineral Resources to Mineral Reserves involves the application of modifying factors. The economic modifying factors used in estimating the Mineral Reserve are metal prices and Cut-Off, while the mining modifying factors used in the estimate are dilution and mining recovery.

 

The metal prices used in the Mineral Reserve estimate are based on Newmont –Musselwhite guideline for 2024 of US$ 1,400/oz.

 

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Stope Optimization

 

Mineable Shape Optimizer (MSO) embedded in Deswik mine design software was used to determine the mineable portion of the Mineral Resource. The application generates and evaluates potentially mineable shapes in the geological block model to define optimal stope designs that maximize the economic value of the orebody.

 

Mineral Reserve Statement

 

Table 1.5 presents the Mineral Reserve for Musselwhite Mine as of December 31, 2023.

 

Table 1.5 –Musselwhite Mineral Reserves as of December 31, 2023

 

Description Tonnage Gold Grade Contain Gold
  (Mt) (g/t Au) (Au koz)
Proven 3.25 6.76 707
Probable 4.10 5.81 766
Proven and Probable 7.36 6.23 1,473

 

Notes:

1. The Mineral Reserve Estimate has been estimated using the Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Definitions Standards for Mineral Resource and Mineral Reserve in accordance with National Instrument NI 43-101 – Standards of Disclosure for Mineral Projects.
2. The mineral reserve was created using Deswik Software with an effective date of December 31, 2023.
3. Mineral Reserves are reported within stope shapes using cut-off basis with a gold price of US$1,400/oz.
4. The mineral reserves cut-off grade varies by zone. The mineral reserves were estimated using a cut- off grade of not less than 3.80 g/t Au.
5. Values are inclusive of mining recovery and dilution. Values are determined as of delivery to the mill and therefore not inclusive of milling recoveries.
6. Tonnage and contained metal have been rounded to reflect the accuracy of the estimate and numbers

 

may not sum exactly.

       

 

 

MINING METHODS

 

General Description of the Mineralization at Musselwhite

 

Mineralization at Musselwhite is sulfide replacement of iron formation with quartz-pyrrhotite flooding and veining. Mineralization is best developed where structural permeability has been increased, either by folding, brittle or ductile deformation or in combination. Mineralization is thought to have been emplaced during D2 deformation and peak metamorphism.

 

Visible native gold, usually the size of a pin tip, is commonly observed as isolated specks within quartz. The majority of the gold occurs within pyrrhotite micro-fractures within garnet rich, silicate domains.

 

The deposit consists of seven (7) zones called West Limb (WEL), Upper Lynx (ULYNX), Redwings (RDW), Lynx North (LNXN), Lynx (LYNX), T-Antiform (TANT), and PQ Deeps which contains 60% of the ore reserve.

 

Geotechnical

 

The Musselwhite Mine has developed geotechnical systems that are standard for underground operating mines in Ontario and Canada. The standards are based on protocols outlined in the following key documents:

 

· Musselwhite Mine Ground Control Management Plan (GCMP) dated January 26, 2024;

 

· Musselwhite Mine Seismic Risk Management Plan (SRMP) date January 12, 2024.

 

Musselwhite Mine has an ongoing process of geotechnical data collection involving the systematic gathering, analysis, and interpretation of information about the expected and encountered ground conditions. This data is then used to define the pre-mining condition by defining the rockmass classification system and compare against empirical methods to define the appropriate stope/drift spans, underground support requirements and pillar dimensions.

 

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Designs are further complemented with 3D numerical modeling. This is further updated during mining and post mining to address changing ground conditions to identify changes to the mining sequence, stope sizing, ground support and seismic re-entry protocols.

 

The Musselwhite Mine rock mechanics department also completes various types of underground operation reports due to fall of ground and seismic damage events. These reports are used to assist with making operational changes to address safety and production challenges.

 

The key geotechnical challenge at Musselwhite Mine is the transition from a lower stress seismic environment to a medium and higher stress environment within the PQ Deeps zone. Musselwhite Mine has addressed seismic related events by changing to ground support, planned extensions to the seismic system and pre- conditioning of secondary transverse stopes. Additional operational considerations may be required as the seismicity in the mine increases including just in time development, modifications to re-entry protocols, changes to mining sequence, stope size review, expansion of stope pre-conditioning and increased ground support requirements in order to meet future production plans. These types of operation consideration will need to be studied by the Musselwhite Mine with assistance from external consultants as required.

 

Hydrogeology

 

The underground mining is directly below Opapimiskan Lake. Three (3) type of water inflows are considered as risk. The greatest inflows risk is the result of a major instability in the crown pillar (i.e., wedge failure or collapse of the surface crown). A second risk is the un-grouted exploration boreholes drilled directly below the pond (in winter). The third risk would be the potential excavation of fractures (such as dyke or water bearing faults) intersection inflows. Several consultants have been invited to carry out hydrogeology related studies. Itasca Consultant Canada Inc. (Itasca) evaluated the crown pillar design thickness between 25 to 35 m and determined it is within the stable limit.

 

Mine Design

 

The Mineral Reserve estimate is based on a mine design and schedule which was prepared in Deswik software. The development parameters used for mine design and planning include the cross-sections of drifts and ramps, the diameter of ventilation raises, and the advance rates for the diverse headings. The production parameters include mining methods, pillar thicknesses, dip constraints, minimum mining widths, stope dimensions, and production rates.

 

Stoping Methods

 

The mining method predominantly in use at Musselwhite is sub-level blasthole stoping with backfill. The sub- level blasting stoping method is excavated using three methods:

 

· Standard AVOCA method;

 

· Modified AVOCA method; and

 

· Transverse Longhole method.

 

The AVOCA and Modified AVOCA mining methods are the standard mining method for most of the orebodies (e.g., Redwing, West Limb, Lynx) above the 4250 m mine elevation (950 Level) and where the orebody width has increased at depth, below 4250 m to 3750 m elevations, the mining method has changed to Transverse (PQ Deeps).

 

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Mine Infrastructure

 

Musselwhite Mine is a mechanized mine, and access to the underground workings is provided by a system of ramps. The main ramp extends from the portal to 3750 mL in PQ Deeps.

 

Ore extracted from the PQ Deeps zone is hoisted by an internal winze to the 280 mL. From the Truck Loadout (TLO) on 280 L ore is transferred to a dumping point at 460 mL, and thereafter conveyed to surface. The distance between the TLO and the 460 mL is approximately 3,000 m in a ramp of + and -15%. The current trucking performance on this level is around 320 t per shift per truck.

 

In the LoM, around 60% of the total ore production will be produced from this zone.

 

The cement slurry for the cemented rockfill is produced underground by a portable cement slurry plant. The cement powder is transported underground by tote bag with a flatbed truck that carries 4 bags per trip. Only three (3) to four (4) trips can be transported per shift. Musselwhite has recognized that this process is inefficient and creates delays in the mining sequence of the PQ Deeps zone. Options to improve this process are under evaluation.

 

The underground mine has two (2) independent pump systems, one cascading system from the 770 mL to the 220 mL and pumped to the Tailings Storage Facility (TSF). On the 770 mL, an UV system is installed to remove bacteria where this industrial is directed to an underground reservoir that feeds the PQ Deeps zone.

 

The pumping on the 537 Level collects the ground water from the mid mine and esker. This water is directly pumped to the surface.

 

The mine is serviced by an underground repair bay for light breakdown repairs. Major repairs and overhauls are conducted in the surface maintenance facility.

 

Mine Equipment

 

Musselwhite is a mechanized mine employing rubber-tired diesel equipment for all phases of mining operations. Its mobile mine equipment fleet includes seven (7) jumbo drills, two (2) cable bolters, three (3) longhole production drill rigs, fifteen (15) Load Haul Dumps (LHD), fourteen (14) 45-ton underground mine trucks, two (2) transmixers, two (2) shotcrete sprayers and five (5) explosives chargers, and a number of ancillary vehicles for mine services and personnel. The mine ventilation system takes into consideration the air flow required to remove the exhaust products from internal combustion engines.

 

Mine Personnel

 

The underground mine works two (2) 12-hour shifts, and there are four (4) rosters, working rotations of 14 days on and 14 days off. Currently, Musselwhite is using an underground contractor to supplement their development crews. All production activities (except development) are performed by Musselwhite personnel.

 

Life-Of-Mine Plan

 

Production

 

Table 1.6 presents the LoM underground mine schedule developed in the reserve estimation process. The table includes 7.36 Mt of ore at a grade of 6.23 g/t on December 31, 2023, and the totals coincide with the Mineral Reserve Estimate.

 

Table 1.6 – Life of Mine Plan

 

Zone Unit 2024 2025 2026 2027 2028 2029 2030 LoM
Proven and Probable kt 1,041 1,069 1,073 1,072 1,070 937 1,096 7,357

 

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Zone Unit 2024 2025 2026 2027 2028 2029 2030 LoM
Grade g/t 5.94 6.09 6.87 5.83 7.40 6.10 5.36 6.23
Ounces koz 199 209 237 201 254 184 189 1,473

 

Development

 

Mine development is segmented into lateral and vertical headings due to the difference in methodology, advance rates and costs. Tables 1.7 and 1.8 depict the schedule of mine development beginning January 1, 2024, and including the decline ramp, crosscuts, ore drives and sublevels.

 

Table 1.7 – Schedule of Lateral Development

 

Description Unit 2024 2025 2026 2027 2028 2029 2030 LoM
Total Lateral Development m 12,746 8,537 7,393 6,303 5,765 3,497 903 45,144

 

Table 1.8 – Schedule of Vertical Development

 

Description Unit 2024 2025 2026 2027 2028 2029 2030 LoM
Total Vertical Development m 104 471 0 186 58 527 0 1,346

 

RECOVERY METHODS

 

The Musselwhite processing facility was constructed in 1996 and began operations in 1997. The total operating life of the mill has been over 25 years. Upgrades over time have increased the original processing design throughput from 3,200 tonnes per day (tpd) to 4,000 tpd nominally (Samuel Engineering, 2018). Mill throughput is currently limited to approximately 1.1 Mtpa by mine production, which is the current life-of-mine plan requirement. Average gold recovery has been above 95% over the last 15 years of operation.

 

The Musselwhite process flowsheet begins with primary crushing underground. The product from the primary crusher reports to a secondary crusher on surface and is then milled in an open-circuit rod mill followed by a closed-circuit ball mill. The ball mill circuit contains gravity concentration and intensive cyanide leaching. The grinding circuit product passes through the remaining gold extraction processes consisting of cyanide leaching, carbon-in-pulp adsorption, carbon elution and regeneration, electrowinning and refining. Doré bars assay approximately 90% gold. Mill tailings are first treated in a two-thickener counter-current-decantation circuit to recycle cyanide, followed by cyanide detoxification, thickening and final deposition.

 

Figure 1.5 illustrates a simplified Process Flowsheet for the Musselwhite Mill.

 

PROJECT INFRASTRUCTURE

 

The Musselwhite Mine has been in production since 1997 and has the necessary infrastructure required to support the current underground mining operation. This includes, but is not limited to, process plant, laboratory, airstrip, fuel storage, chemical storage, power supply, water supply, tailings storage facility, camp, waste facility, and all the necessary offices, warehouses, and workshops to sustain the current operation.

 

Figure 1.4 illustrates all existing infrastructure and locations of the plant and mine.

 

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Figure 1.4 – Existing Project Infrastructure

 

Source: Newmont, 2024

 

Figure 1.5 – Musselwhite Simplified Process Flowsheet

 

Source: DRA, 2024

 

ENVIRONMENTAL STUDIES, PERMITTING AND SOCIAL OR COMMUNITY IMPACT

 

The Musselwhite Mine underwent a federal Environmental Assessment (EA) prior to going into production in 1997. To support the EA process, an Environmental Impact Statement (EIS) and Comprehensive Study Report were completed in 1995 (Newmont, 2024a). In addition, the mine has received several provincial environmental approvals over the years.

 

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One of the main approvals is the Environmental Assessment (EA) for the installation and operation of up to 20 megawatts of diesel-generated capacity, as mandated by the former Electricity Project Regulation (O.Reg. 116/01). The on-site diesel generation is comprised of eleven (11) diesel generator sets with varying outputs. Public and Indigenous Communities (ICs) consultation was completed during the preparation of the EA.

 

The site has extensive monitoring programs that are reported to regulatory agencies on a periodic basis, in accordance with regulatory requirements. Comprehensive surface and groundwater monitoring supports a detailed understanding of current conditions and is incorporated into predictive models to support risk mitigation and closure planning.

 

The latest amendment to the Closure Plan for the mine was completed in 2018 and filed in 2019 (SNC-Lavalin, 2018) and the associated Financial Assurance was recently updated, at the request of the Ministry of Mines (MINES) to account for inflation from 2018 to 2024. Musselwhite complies with the requisite bonding levels for the implementation of the approved Closure Plan. The next update to the Closure Plan is tentatively scheduled for late 2025 to early 2026 and will incorporate findings from various ongoing studies, monitoring and predictive modelling.

 

Mining impacted water is routed from the TSF Pond and either recycled back to the mill or pumped to the Polishing Pond from where it is discharged seasonally through a treatment wetland. Primary inputs to the TSF Pond include bleed water from tailings deposition, dewatering from the underground workings, pump back from the groundwater interception system and seepage collection pond and direct precipitation. The mine consistently meets water quality discharge limits although it is understood that levels of Co are somewhat elevated and both Fe and As have been flagged as potential contaminants of concern. Studies are ongoing to characterize TSF geochemical performance and predict future water quality and possible requirement for additional mitigations.

 

Musselwhite Mine is located on the traditional territory of North Caribou Lake First Nation and the mine’s associated activities are within the shared traditional territories of the Nations. Kingfisher Lake is located 58 km to the northeast; North Caribou Lake is located 76 km to the northwest; Wunnumin Lake is located 84 km to the east; Cat Lake is located 140 km to the southwest, and Mishkeegogamang is located 30 km south of Pickle Lake. Kingfisher Lake and Wunnumin Lake First Nation communities are affiliated with the Shibogama First Nation Council. North Caribou Lake and Cat Lake are affiliated with the Windigo First Nations Council. Mishkeegogamang is an independent band (SNC-Lavalin, 2018).

 

The Project has identified more than 150 stakeholders including Indigenous Communities (IC) Signatory and affiliates communities, Indigenous Organizations and community members outside of Signatory Communities, municipalities, government and regulators, suppliers, contractors, consultants, Academy/Training Partner and others (Civil Society, Chamber of Commerce, Community Investments, Mining Associations) (Newmont, 2024).

 

Musselwhite was one of the first mines in Canada to enter into a comprehensive agreement with local ICs. The agreement is called the Musselwhite Agreement and was originally signed in 1992. Signatories of the Agreement are four ICs and two First Nation Councils. These include North Caribou Lake First Nation, Cat Lake First Nation, Kingfisher Lake First Nation, Wunnumin Lake First Nation, Windigo First Nation Council, and Shibogama First Nation Council. The Agreement has been reviewed and renegotiated in the past, with the last amendment being completed in 2019. There is also a Trapper Compensation Agreement with North Caribou Lake First Nations and a Cooperation Agreement with Mishkeegogamang First Nation. The Musselwhite Agreement sets targets for ICs employment, opportunities for business development, and environmental protection. The Agreement establishes revenue sharing, implementation funding and environmental funding. The established target for the percentage of ICs employees included in the Musselwhite Agreement has been proven to be challenging despite the continuous operator efforts.

 

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CAPITAL AND OPERATING COSTS

 

Capital Cost Estimate (Capex)

 

The following capital cost estimate (Capex) is based on sustaining expenditures as the plan does not include any additional Project capital.

 

Mine Capital Cost Estimate (Mine Capex)

 

The overall mine capital cost estimate for the life of mine is US$250.3 million, based on the 2024 LoM plan for solely mining the 2023 mineral reserves. The spending pattern by cost category is shown in millions of US$ in Table 1.9. The cost of the individual items within the categories were provided by the site as part of establishing the 2023 mineral reserves. Equipment replacements amounting to US$55.3M are included within the Asset Integrity Category. Variances between the 2024 plan and Year-to-Date (YTD) September 2024 for the individual categories of capital expenditures were noted. In particular, the equipment replacements contained within the asset integrity category were not pursued as a means of offsetting over expenditures in the development categories. The expectation is that adjustments will be made for the 2024 mineral reserves determination.

 

Table 1.9 – 2024 Mine Plan Capital Cost Estimate by Category by Year (US$ M)

 

Category Totals 2024 2025 2026 2027 2028 2029 2030
Lateral Devt. 56.1 16.6 12.8 8.4 7.1 5.0 4.8 1.3
Vertical Devt. 3.1 0.3 1.2 - 0.3 0.1 1.3 -
Asset Integrity 127.2 29.8 29.2 25.7 14.3 13.4 7.5 7.3
Project 63.9 19.2 3.0 16.9 8.5 13.6 2.7 -
Total Mine 250.3 65.9 46.2 51.0 30.2 32.1 16.3 8.6

 

The estimated life of mine capital cost per tonne milled for the mine, including the project capital, is US$34.02/t.

 

Mill Capital Cost Estimate (Mill Capex)

 

The overall mill capital cost estimate for the life of mine is US$12.7 million, based on the 2024 LoM plan for solely mining the 2023 mineral reserves. The spending pattern by cost category is shown in millions of US$ in Table 1.10. The cost of the individual items within the categories were provided by the site as part of establishing the 2023 mineral reserves. A cost estimate for grinding floor rehabilitation of US$0.3M was later added, following the site visit. Variances between the 2024 plan and YTD September 2024 for the individual categories of capital expenditures were noted and the expectation is that adjustments will be made for the 2024 mineral reserves determination.

 

Table 1.10 – 2024 Mill Plan Capital Cost Estimate by Category by Year (US$ M)

 

Category Totals 2024 2025 2026 2027 2028 2029 2030
TSF 7.9 2.2 - 1.5 - 2.7 1.5 -
Infrastructure 4.5 1.2 3.3 - - - - -
Upgrades 0.3 0.1 0.2 - - - - -
Total Mill 12.7 3.5 3.5 1.5 - 2.7 1.5 -

 

The estimated life of mine capital cost per tonne milled for the mill is US$1.73/t.

 

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G&A Capital Cost Estimate (G&A Capex)

 

All G&A capital envisioned for the 2024 LoM plan is sustaining, there is no G&A Project Capital. The G&A sustaining capital amounts to US$37.4 million over the 2024 LoM plan for solely mining the 2023 mineral reserves. The estimated life of mine capital cost for the G&A capital is US$5.09 per tonne milled.

 

Operating Cost Estimate (Opex)

 

Mine Operating Cost Estimate (Mine Opex)

 

The Mine Operating Costs at the mine site have been reviewed by the mining QP and found to be reasonable for a mechanized mine utilizing the Avoca mining methods. The mine has demonstrated typical operating costs for a facility of its size.

 

The mine operating cost estimates are based on recent actual costs with minor specific adjustments for mine improvement initiatives that are currently being implemented.

 

The forward looking mine operating cost estimates include further improvement plans and thereby are foreseen to be at a minimum at a pre-feasibility level of confidence, having an accuracy level of ±25% and a contingency range not exceeding 25% until such time as the improvement plans are factual. Mine operating costs are based on the 2024 budgeted life of mine cost factors as presented in Table 1.11.

 

Table 1.11 – Mine Operating Unit Cost Factors for Determining the 2024 Budget

 

Description Value Unit
Exchange Rate 0.75 US$ / CA$
Mine Services (Fixed) 18.9 M US$/y
Lateral Dev't (Opex) 4,890 US$/ meter
Vertical Dev't (Opex) N/A US$/ meter
Stoping - Drill 67.91 US$/PD meter
Stoping – Blast 4.23 US$/prod blast tonne
Stoping – Muck 13.13 US$/prod ore tonne
Stoping - Ground Support 3.82 US$/prod ore tonne
Backfill – Un-consolidated Roack Fill (URF) 4.97 US$/URF tonne
Backfill – Cemented Rock Fill (CRF) 37.20 US$/CRF tonne
Mine Services (Variable) 11.68 US$/total tonne moved
Hoisting 3.16 US$/hoist tonne
Crushing 8.40 US$/ore tonne mined
Engineering 2.09 US$/total tonne moved
Geology 3.88 US$/ore tonne mined

 

The mine cost factors were applied to the WSP derived LoM production schedule for the reserves to provide the Table 1.12.

 

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Table 1.12. – LoM Operating Costs by Year for the Mine

 

Area LoM 2024 2025 2026 2027 2028 2029 2030
Development1  162.0 44.8 28.2 27.3 23.6 23.0 12.0 3.0
Drill2  36.6 7.4 4.8 6.8 5.7 2.8 4.8 4.4
Blast 22.6 2.8 3.1 3.2 3.1 3.3 3.2 3.9
Muck 78.4 9.6 10.7 10.8 10.9 11.3 11.1 13.8
Ground Support 22.8 2.8 3.1 3.2 3.2 3.3 3.2 4.0
Backfill – URF 12.8 1.8 2.4 1.8 1.9 1.0 1.4 2.6
Backfill – CRF 54.2 2.5 3.8 7.3 4.9 14.5 11.6 9.7
Mine Services (Variable) 179.3 30.9 28.9 26.4 23.8 24.8 21.7 22.7
Mine Services (Fixed) 132.2 18.9 18.9 18.9 18.9 18.9 18.9 18.9
Hoisting 18.2 2.2 2.4 2.5 2.5 2.9 2.5 3.3
Crushing 61.8 8.7 9.0 9.0 9.0 9.0 7.9 9.2
Engineering 32.0 5.5 5.2 4.7 4.3 4.4 3.9 4.0
Geology 28.6 4.0 4.2 4.2 4.2 4.2 3.6 4.3
Total (US$ M) 841.4 142.2 124.6 126.0 115.8 123.5 105.7 103.7
Mine Cost / t milled 114.37 136.56 116.57 117.47 108.09 115.38 112.77 94.61

Notes:

1. No change in the unit cost for lateral or vertical development, the resultant reduction is from less meters required per year as only mining the reserves.
2. Reduction in drill cost in 2025 and beyond reflects successful implementation of programmed Ikon detonators mine wide in 2024 significantly reducing the need to redrill the blastholes.

 

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Mill Operating Cost Estimate (Mill Opex)

 

The overall mill operating cost estimate for the LoM is US$185.0 million, as summarized by the cost center activities in Table 1.13 with the estimated LoM mining cost of $25.14 per tonne milled comparing favourably to the prior three years at $22.18 per tonne milled.

 

Table 1.13 – Life of Mine, Mill Operating Cost Estimate

 

Area Average Prior
Three Years
(US$ / t milled)

LoM Average
Unit Cost
(US$ / t milled)

LoM Total
Cost by Activity
(US$ M)

Labor 5.71 5.40 39.76
Flights & Accommodations 0.82 1.17 8.60
Energy 2.53 2.23 16.40
Contractors & Technical Services 2.34 4.03 29.65
Reagents, Consumables & Supplies 5.79 5.88 43.27
Freight 0.28 0.84 6.20
Maintenance 4.71 5.59 41.13
Total 22.18 25.14 185.01

  

G&A Operating Cost Estimate (G&A Opex)

 

The overall General and Administrative (G&A) operating cost estimate for the LoM is US$313.9 million.

 

ECONOMIC ANALYSIS

 

The results of the economic analysis contain forward-looking information under Canadian securities law. The results rely on inputs that are subject to known and unknown risks, uncertainties, and other factors, which may cause actual results to differ materially from those presented here.

 

The economic analysis is based on the discounted cash flow (DCF) method on a pre-tax and after-tax basis. The key metric determined in the analysis is the Net Present Value (NPV) at a discount rate of 5%. For the purposes of the evaluation, it is assumed that the operations are established within a single corporate entity. The Project has been evaluated on an unlevered, all-equity basis.

 

The cash flow model uses inputs from all elements of the Project to provide a comprehensive financial projection for the Project, on an annual basis over the remaining project life. All prices and costs are in Q4 2023 US dollars. The base date of the economic analysis is the 1st of January, 2024 and the analysis utilizes production projections for the Year 2024. No provision is made for the effects of inflation in this analysis. Current Federal and Provincial (Ontario) tax regulations were used to assess corporate tax liabilities.

 

Table 1.14 provides a summary of the key technical assumptions and inputs. At a long-term gold price assumption of $2,150 per ounce, the financial results indicate a positive pre-tax NPV of $1,037 M and a positive after-tax NPV of $782 M.

 

Table 1.14 – Economic Analysis Parameters

 

Description Units Value
Macroeconomic Parameters    
Gold Price $/oz 2,150
Exchange Rate USD:CAD 1.00:1.33
Discount Rate % 5.0

 

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Description Units Value
Project Parameters    
Remaining Mine Life years 7
Mineable Mineral Reserves Mt 7.4
Ore Grade Mined (LoM average) g/t Au 6.2
Annual Mill Throughput (LoM average) ktpa 1,051
Gold Recovery (LoM average) % 96.00
Gold Payability (LoM average) % 99.95
Gold Sold (LoM average) koz/y 202
Capital Cost Estimates    
Sustaining Capital (LoM) $ M 301
Closure Capital $ M 105
Unit Operating Costs Estimates (LoM Average)    
Mining $/oz 595
Processing $/oz 131
General & Administrative $/oz 195
Freight $/oz 2
Royalties $/oz 58
Total $/oz 981
Cash Cost Metrics1       
Cash Costs (LoM Average) $/oz 941
All-In Sustaining Cost (LoM average) $/oz 1,269

Notes:
1. Cash costs and All-in Sustaining Costs (AISC) are non-GAAP financial measures or ratios and have no standardised meaning under IFRS and may not be comparable to similar measures used by other issuers. See section entitled “Non-GAAP Measures” hereto.

 

A sensitivity analysis was carried out to assess the impact of variations in gold price, Capex (Sustaining and Closure), Opex, and gold head grade on the NPV. The after-tax results of the sensitivity analysis are presented in Table 1.15 and Figure 1.6. The NPV is most sensitive to variations in the gold price and head grade, followed by variations in the Opex and then Capex. Both gold price and head grade have an almost identical impact on the NPV. The Project maintains a positive NPV at the lower end of the range of gold price and head grade tested.

 

Table 1.15 – Sensitivity of Project After-Tax NPV to Gold Price, Capex, Opex and Head Grade

 

Price Units -20% -10% Base +10% +20%
NPV @ 5.0% $M 426 604 782 960 1,138
Opex Units -20% -10% Base +10% +20%
NPV @ 5.0% $M 936 859 782 705 628
Capex Units -20% -10% Base +10% +20%
NPV @ 5.0% $M 831 806 782 757 733
Grade Units -20% -10% Base +10% +20%
NPV @ 5.0% $M 436 609 782 955 1,128

 

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Figure 1.6 – Sensitivity of Project After-Tax NPV to Gold Price, Capex, Opex and Head Grade

 

Source: DRA 2024

 

ADJACENT PROPERTIES

 

There are several exploration properties held by competitors or individuals (and/or estates) in the Musselwhite Mine region, including the following landholdings:

 

· Romios Gold Resources Inc.;

 

· Steven Dean Anderson;

 

· Fortescue Canada Ltd.;

 

· Last Resort Resources Ltd.;

 

· Perry Vern English;

 

· Gravel Ridge Resources Ltd.;

 

· Dixon Metals Corp., and

 

· 2609572 Ontario Inc.

 

The relative locations and sizes of these adjacent and proximal properties are further summarized in Section 23 of the Technical Report. Where applicable, summaries of the types of exploration being carried out on these properties are also provided.

 

The QP for the Technical Report has been unable to verify any of the described activities related to adjacent properties. As such, this information is not necessarily indicative or related to the mineralization and resources described for the Musselwhite Mine.

 

The Musselwhite site team provided relevant data, which was verified by the QP using the Mining Lands Administration System (MLAS) of Geology Ontario.

 

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INTERPRETATION AND CONCLUSIONS

 

Geology and Exploration

 

The Musselwhite Mine is considered an advanced property and has produced over five million ounces over its 27+ year mine life.

 

The geology and related controls on gold mineralization and its distribution at Musselwhite Mine and across the property in general have been well studied and are clearly understood.

 

The procedures and protocols followed have been proven over the years, and are considered in line with industry-best practices.

 

While some minor deficiencies are described within the Technical Report, it is QP’s opinion that there are no significant geology, exploration or drilling related issues that jeopardize the Musselwhite Mine’s ongoing viability.

 

Ongoing exploration and infill drilling is warranted to continue replacing extracted Mineral Reserves and add to the overall Resource base via a combination of potential mine-scale zone extensions and/or new discoveries within the greater property land package.

 

Data Verification

 

It is the QP’s opinion that the geological interpretation and related data are valid for the estimation of Mineral Resources. The assumptions made and methodology applied are considered reasonable and representative of typical banded iron formation-hosted Archean gold mineralization systems. As such, the QP considers the presented Mineral Resources to have been prepared in accordance with current CIM standards, definitions and guidelines for Mineral Resources Estimation.

 

Mineral Processing and Metallurgical Testing

 

Metallurgical test work completed on variability samples selected from across the current reserve show minor to no amounts of elements and minerals that are deleterious to gold recovery and reagent consumption. Ores to be processed over the current life-of-mine are consistently of moderate hardness, with respect to grinding. Gold recoveries are expected to remain high, on average, and are reasonably predicted by the 2023 site model, with occasionally lower gold recovery resulting from elevated sulfide sulfur content and potentially changing gold mineralogy. Sulfide sulfur content did not explain all recovery outliers and variability.

 

Mineral Resources Estimate

 

An updated MRE (effective date of December 31, 2023) was completed for the Musselwhite Mine using new information from continued drilling and exploration work since the last publicly available technical report and subsequent internal updates. The MRE is presented in Section 14 and summarized in Section 1.8 of the Technical Report, respectively.

 

It is the QP’s opinion that the geological interpretation and related data are valid for the estimation of Mineral Resources. The assumptions made and methodology applied are considered reasonable and representative of typical BIF-hosted gold mineralization systems.

 

The QP considers the reported Mineral Resources to have been prepared in accordance with current CIM standards, definitions and guidelines for Mineral Resources Estimation.

 

The QP is also currently unaware of any legal, title, environmental, permitting, taxation, socio-economic, geopolitical or other factor that may materially affect the MRE presented herein.

 

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It should be noted that although additional drilling has been completed subsequent to the effective date of the MRE, the QP considers this drilling as not likely to have a significant effect on the overall resource reported herein.

 

Mining Methods

 

Geotechnical

 

Musselwhite Mine is an experienced underground operation with respect to geotechnical design. There is lower operation risk in the upper areas of the mine related to geotechnical events since these are at depths and in areas that Musselwhite Mine has demonstrated experience. There is higher operational risk in the deeper areas of the mine (PQ Deeps) due to increased seismic events. In 2023 there were few seismic events compared to 15 events from January to August 2024. There is clear evidence that the Musselwhite Mine has been addressing these geotechnical challenges through the updating and implementing procedures outlined in the GCMP and the SRMP. In addition, the Musselwhite Mine underground geotechnical local and corporate teams have been completing studies to address geotechnical challenges. Some examples include:

 

· Completing local 3D numerical modeling studies to identify stress related issues (diminishing pillars);

 

· Completing site visit reports and recommendations related to Falls of Ground (FOG) and stress related events;

 

· Completing studies to define changes to the ground support system due to increased seismic events;

 

· Recommending changes to mine production sequence (using rock pre-conditioning in secondary stopes) and modifying stope designs to minimize stope dilution; and

 

· Increasing coverage of the seismic system.

 

The future geotechnical challenges in mining deeper in the PQ Deeps has been identified in the section entitled “Mining Risks” below.

 

Recovery Methods

 

This is a mature and proven brownfields mineral processing facility. Based on the available metallurgical, plant and technical information provided, and a site visit, the current flow sheet and plant infrastructure is suited for processing the current LoM reserve.

 

Project Infrastructure

 

The surface infrastructure currently in place, as of the date of the Technical Report, has been adequately maintained and has demonstrated its capacity to support the current levels of mine production. It is reasonable to expect that, with ongoing sustaining maintenance, the existing infrastructure will continue to perform effectively and support future production activities.

 

Environmental Studies, Permitting and Social Or Community Impact

 

The site has extensive monitoring programs that are reported to the agencies on a periodic basis in accordance with regulatory requirements.

 

The mine is advancing a wide range of ongoing studies related to the environmental and geotechnical performance of the TSF, as well surface water and groundwater modelling to support the protection of the environment and the implementation of mitigative measures. The studies, including the evaluation of closure cover requirements, options for transitioning the groundwater interception system to closure, and the possible requirement for additional mitigations and closure measures will be incorporated into the next Closure Plan update.

 

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Economic Analysis

 

Based on the available information, the Project has an after-tax NPV of $782 M using a discount rate of 5%. The sensitivity analysis indicates that the Project economics are most sensitive to the gold price and ore head grade. Even with a gold price 20% below the base case of $2,150/oz, the Project maintains a positive after-tax-NPV.

 

Adjacent Properties

 

Apart from the active drilling at Romios’ Lundmark-Akow Lake project, exploration work at any of the other adjacent and/or contiguous properties appears to be very early (i.e., grassroots) in nature or even non-existent.

 

The QP does not foresee that the claim packages on adjacent properties will have any material impact on the Musselwhite property’s continued viability, particularly with appropriate tracking of competitor exploration activities.

 

OPPORTUNITIES

 

Geology and Exploration

 

Several opportunities exist in the Project area within both the immediate mine area and the greater land package. At the mine scale, key target areas which could provide potential zone extensions include the PQ Deeps, Lynx, Esker and Redwings trends. At the property scale, there are numerous opportunities for the discovery of new satellite or stand-alone deposits; regional lithostratigraphic and structural interpretations of airborne geophysical data indicate the potential for other BIF-hosted gold deposits similar in nature to Musselwhite, in addition to other orogenic and/or intrusion-related gold systems. Regional exploration remains ongoing to help targeting and prioritization efforts.

 

Recovery Methods

 

This is a mature and proven brownfields mineral processing facility with a flowsheet and infrastructure that is suited for the life-of-mine production plan. No notable opportunities have been identified.

 

Capital And Operating Cost Estimate

 

Mill spending on contractors, technical services and maintenance is higher than expectations for a conventional gold mill of this size and may represent opportunities for cost savings for the upcoming LoM.

 

Adjacent Properties

 

There exist opportunities in the vicinity of the Musselwhite claim package to identify new mineralized trends and/or deposits that could extend onto contiguous claim blocks of adjacent properties. With any future exploration successes, it may prove prudent to acquire such adjacent claims and/or consider purchases once sufficient confidence in the geology and mineralization is attained. Moreover, because the Musselwhite land package is very large and contiguous, active and ongoing exploration activities presents the opportunity for the distribution of work credits to help maintain the land package until properly explored.

 

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RISK EVALUATION

 

Data Verification

 

Risks identified during the 2023 internal Qualified Persons checks include:

 

· There is difficulty in comparing the granularity captured in logging codes to the interpreted lithologies, despite the geology model being well constructed and reflective of the geological understanding of the deposit.

 

· In some areas of the lower mine, there is a discrepancy between the geology recorded in the drilling to the back and face mapping of up to 5 m. Investigations indicated that this is an issue caused by rotational errors in the mine surveys for different drifts. This will introduce challenges in producing a unified model that supports both short- and long-term planning due to the spatial discrepancies. Additionally, F1 reconciliation will not be as representative as the variance will be related to spatial inaccuracies rather than the comparison of short- and long-term models.

 

· Given the limited delineation (infill) drilling opportunities in the Upper Lynx zone, the mineralization is showing wider in some areas of the resource model compared to reality. In order to mitigate this risk, the short-term planning group utilizes a short-term model that includes additional geological data (chip samples, mapping, etc.) for a more accurate representation of the mineralization.

 

· Due to the unfavourable orientation of a few drill holes (down-dip of a parasitic fold limb) in the Redwings zone, additional drilling is required to better delineate the mineralization and improve confidence in some of the Inferred Resources in this area.

 

Mineral Processing and Metallurgical Testing

 

There are outliers in the variability test work database from which gold recovery is lower than historical plant performance and the database itself which may result in periodically lower recoveries in the plant and may indicate a change in metallurgy beyond the current life-of-mine plan.

 

Mineral Resources Estimate

 

Given that Musselwhite is a brownfields operation with a long history (>27 years) and proven track record with solid reconciliation, there are no significant concerns with the methodologies and procedures applied for Mineral Resource estimation purposes.

 

It is QP’s opinion that the geological interpretation and related data are valid for the estimation of Mineral Resources. The assumptions made and methodology applied are considered reasonable and representative of typical BIF-hosted gold mineralization systems.

 

The QP considers the reported Mineral Resources to have been prepared in accordance with current CIM standards, definitions and guidelines for Mineral Resources Estimation.

 

The QP is also currently unaware of any legal, title, environmental, permitting, taxation, socio-economic, geopolitical or other factor that may materially affect the MRE presented herein.

 

Geotechnical Risks

 

Future mining in the PQ Deeps will result in increased Transverse Longhole mining methods at greater depths than are currently experienced at Musselwhite Mine. The potential mining risks associated with mining deeper at Musselwhite Mine include the following:

 

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· Production rate impacts (possible reductions) in the PQ Deeps areas due to increased seismic activity. Increased seismic activity will result in more frequent and larger rock bursts related events that will results in temporary work stoppages and replacement of damaged ground support. Additional issues might occur in redrilling of squeezed production drill holes, using just in time development (to minimize replacing damaged ground support) in some areas and increased pillar stress in secondary stopes (areas that will be a focus of seismicity).

 

· Increased operating costs due to changes in ground support (more dynamic ground support, thicker mesh, extending mesh installation and using shotcrete) if required.

 

· Potential stress related impacts to the permanent LoM infrastructure like the ramp. The ramp is located in the hanging wall and as the mine goes deeper the ramp could be impacted by seismic related events.

 

Mining Risks

 

The following factors represent challenges and risks for mining the Musselwhite ore body for the remaining LoM.

 

· Heavy traffic on the 280 mL could limit the capacity of transferring ore from the TLO to the 460 mL dumping point. As presented in the LoM schedule, 60% of the ore will be hauled on this level.

 

· The ventilation volume on the 280 mL will limit the quantity of heavy equipment to transport ore that could potentially impact the production from PD Deeps.

 

· Heavy dilution from the seismicity could impact the mine productivity.

 

· The actual portable cemented rockfill plants could a create bottleneck and delays in stopes backfilling in PQ Deeps. In the LoM, 60% of ore mined will be mined from this zone.

 

· Heavy ground support due to the seismicity in at depth in PQ deeps will impact productivity and development costs.

 

· Increase in distance to transport personnel underground in PQ Deeps zone will impact total mine production.

 

· Distance from PQ Deeps existing infrastructure (repair shop, material transportation, etc.) will impact production.

 

Recovery Methods

 

This is a mature and proven brownfields mineral processing facility with a flowsheet and infrastructure that is suited for the life-of-mine production plan. No notable risks have been identified.

 

Tailings Storage Facility

 

· Careful monitoring of excess porewater pressures during construction is required to ensure that the TSF maintains geotechnical stability.

 

· TSF geotechnical stability against static liquefaction is sensitive to phreatic level. Additional mitigations, such as installation of drainage layers to lower the phreatic surface, may be warranted to improve stability under worst case scenarios.

 

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Environmental Studies, Permitting and Social Or Community Impact

 

The key environmental risks and concerns related to the TSF and their potential impacts on the surrounding environment have been identified in Section 20.7 of the Technical Report.

 

Economic Analysis

 

The Project economic performance is highly sensitive to the price of gold, as demonstrated in the sensitivity analysis. A key risk is the possibility of a significant decline in the price of gold during the life of the Project, which would negatively impact the Project economics. This risk is somewhat mitigated by the fact that the selected gold price used in the analysis is below the current spot gold price.

 

RECOMMENDATIONS

 

Geology and Exploration

 

Geology

 

· Continue to improve understanding/interpretation of both large and small-scale structural elements that could affect zone delineation/continuity or give rise to previously unidentified zone/trend extensions (i.e., new exploration targets).

 

Resources

 

· Additional infill drilling to increase confidence in the current resource base.

 

· Additional extension/expansion drilling to add new Resources to the Inferred category for future upgrading.

 

· Additional collection of density data, especially in previously unsampled areas (more pertinent at East Limb Deposits).

 

Exploration

 

· Conduct additional lithogeochemical studies to help identify pathfinder elements and assess mass balance of alteration fronts (i.e., zonation) towards the development of new exploration targeting strategies.

 

· Continue regional exploration programs focused on proximal targets/satellites, as well as more distal targets within the greater land package.

 

· Consider Mobile Metal Ion (MMI) soil geochemistry testwork to help with earlier stage exploration targeting.

 

· Continue underground drilling to target infill and extension in key mineralized zones. Consider resuming surface directional drilling at the PQ Deeps extension area (North Shore Drilling) to confirm continuity along the deposit plunge.

 

· Outline a long-term plan to explore the broader mine lease area and regional claims for additional BIF- hosted and other orogenic gold mineralization systems.

 

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Rock Testing

 

Further testing planned as Musselwhite Mine is developed deeper. Laboratory testing is performed by accredited labs using ASTM standards and International Society of Rock Mechanics suggested method for rock testing.

 

Mineral Resources Estimate

 

The following items are recommended for further consideration:

 

East Limb Deposits

 

Geological Model

 

Detailed discussion of the controls on mineralization should be undertaken with emphasis on specific zones (e.g., Upper Lynx). This will help with future estimations of domaining decisions and reduce the level of geological risk associated with this zone.

 

Modelling of the intraformational units within the HW Mafic package is an opportunity to increase the accuracy of the estimation in that area and add ounces to the resource. An indicator model may be helpful in defining areas of interest.

 

Density Measurements

 

It is recommended that density sampling frequency be increased in areas outside of known ore zones and to review the relevant procedure accordingly.

 

Review results of the ongoing density study to better understand the SG data set to inform future work. The QP recommends exploring the use of a density estimation for future updates, especially within the 4EA where the data set is most dense.

 

West Limb Deposits

 

Geological Model

 

The Leapfrog geological model was considered a positive improvement for estimation. However, several recommendations can be made for future work, including:

 

· Some small lithology volumes were delivered with the model which appear to be artifacts. It would be best if these can be cleaned up for future models.

 

· Further interpretation of smaller scale structures and/or lithologies is likely required. For example, the Rifle 4E is a high-grade narrow structure that has been mined underground and should be properly represented in the geology model.

 

· Avoid using a background mafic unit to have proper separation of distinct mafic packages for estimation purposes.

 

Density Measurements

 

It is recommended that density sampling frequency be increased and possible review of the procedure to emphasize taking SG samples on material outside of known ore zones.

 

It may also be recommended that a density sampling campaign be undertaken to gain more data from core that is currently on surface in storage.

 

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Reconciliation

 

Monitor performance of the model as further reconciliation information is collected to ensure the estimate reflects a realistic scenario.

 

Mineral Reserve Estimate

 

In the next review of mining reserves, the QP recommends that the metal price be reviewed to align with current market trends. In the case of Musselwhite, the metal price may impact mining reserves.

 

Mining Methods

 

Geotechnical

 

Based on the reviews completed, the following are geotechnical recommendations:

 

· Complete 3D numerical modeling studies that include Mineral Reserves, Resources, High and Low potential zones. The models should be calibrated using past seismic related failures. From these studies identify potential impacts to the mine production and the stability of LoM capital infrastructure related to seismicity.

 

· Extend seismic system further in the PQ Deeps.

 

· Update seismic risk assessment based on 2024 data (by ESG) to determine future seismic event potential.

 

· Complete additional studies as required based on the numerical modeling study results that may include changes to production sequence in the PQ Deeps, standard and dynamic ground support system reviews, changes to re-entry protocols, stope sizing review, expansion of stope pre-conditioning and just in time development approaches.

 

· Retain and/or train existing underground geotechnical staff in mine seismicity related activities.

 

Process

 

The following items are recommended for further consideration regarding the Project's process operations:

 

· Utilize the 2023 site gold recovery model while incorporating downside recovery risk of 2 to 4% within financial sensitivity analyses.

 

· Pursue metallurgical test work outliers to determine cause(s), such as mineralogical analysis and gold deportment of leach test residues.

 

· Align metallurgical test work with the progress of exploration to facilitate early identification of changing metallurgy, causes, and potential solutions (if justified).

 

· Incorporate historical and future geometallurgical data within software designed to facilitate data analyses, gold production model development and support geometallurgical program management.

 

Recovery Methods

 

This is a mature and proven brownfields mineral processing facility with a flowsheet and infrastructure that is suited for the life-of-mine production plan. No notable recommendations have been made.

 

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Tailings Storage Facility

 

· Advance TSF closure cover design to facilitate optimal closure.

 

· As identified by the Independent Tailings Review Board (ITRB), the option of adding a tailings desulfurization circuit to the process flowsheet should be re-evaluated.

 

· Continue to refine stability and deformation analysis of TSF performance to further optimize tailings deposition protocols to protect against liquefaction.

 

· Continue to evaluate a range of options to improve tailings deposition to achieve the planar tailings beaches (as per deposition plan) and maximize tailings storage capacity.

 

Environmental Studies, Permitting and Social Or Community Impact

 

· Advance closure cover design to facilitate optimal closure.

 

· Initiate focused studies on the potential for incorporating a constructed wetland treatment system to address a reasonable worst-case scenario for TSF seepage water quality.

 

· Evaluate alternative (passive) means to support the long-term protection of Zeemel Lake.

 

· Initiate progressive reclamation and closure of areas of the TSF that have obtained closure configuration as soon as a closure cover design is finalized and approved.

 

· Further enhance the existing wetland downstream of the Polishing Pond to allow for increased hydraulic retention time and improved performance.

 

· Cobalt seems to be a COC for both surface water and groundwater. Continue monitoring cobalt and understanding COC fate and transport in groundwater to be able to predict the effectiveness of closure alternatives. In addition, the proponent should explore options for flexibility or a less-rigorous site- specific standard (if warranted) (ITRB, 2024).

 

· Continue the development and understanding of the hydrogeology and water quality conditions around the entire TSF (not just to the south) (ITRB, 2024).

 

· Complete a second phase of geochemical testing with focus on tailings acidification potential and effects (ITRB, 2024).

 

· Complete an annual “checkup” into the natural wetland to identify and address any health issues before they affect treatment performance (ITRB, 2024).

 

· Honour the commitments to the ICs and maintain a consistent approach in managing the social impacts and risks associated with the Musselwhite operations.

 

Capital And Operating Costs

 

A comprehensive review of contractors, technical services and maintenance spending is recommended to identify milling cost savings opportunities.

 

Adjacent Properties

 

Due to the aforementioned opportunities and risks associated with adjacent and/or nearby properties, the QP recommends the following:

 

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· Tracking of ongoing activities via MLS and other public sources should be monitored in order to allow for improved decision-making processes associated with landholdings.

 

· Maintaining an updated tracking system of current landholdings to ensure all financial obligations (or distribution of work credits) are met to avoid unplanned lapses of active claim blocks, preferably by a dedicated lands administrator or consulting service provider.

 

SELECTED UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

 

The selected unaudited pro forma combined financial information set forth below should be read in conjunction with the unaudited pro forma condensed combined financial statements of the Company and the accompanying notes thereto attached as Schedule “B” to this Circular.

 

The unaudited pro forma condensed combined balance sheet as at September 30, 2024 has been prepared from the unaudited condensed consolidated balance sheet of the Company for the nine months ended September 30, 2024 and the unaudited condensed interim statement of financial position of the Musselwhite Mine as at September 30, 2024 and gives pro forma effect to the successful completion of the Transaction as if the effective date of the transaction occurred on September 30, 2024.

 

The pro forma consolidated condensed combined income statement for the year ended December 31, 2023 has been prepared from the audited consolidated statements of loss and comprehensive loss of the Company for the year ended December 31, 2023 and the income statement of the Musselwhite Mine for the year ended December 31, 2023, and gives pro forma effect to the successful completion of the Transaction as if the transaction occurred on January 1, 2023.

 

The pro forma condensed interim combined income statement for the nine months ended September 30, 2024 has been prepared from the unaudited condensed interim consolidated income statement of the Company for the nine months ended September 30, 2024 and the unaudited income statement of the Musselwhite Mine for the nine months ended September 30, 2024 and gives pro forma effect to the successful completion of the Transaction as if the effective date of the Transaction occurred on January 1, 2024.

 

The summary unaudited pro forma combined financial information is not intended to be indicative of the results that would actually have occurred, or the results expected in future periods, had the events reflected herein occurred on the dates indicated. Actual amounts recorded upon consummation of the Transaction will differ from the pro forma information presented below. The unaudited pro forma combined financial statement information set forth below is extracted from and should be read in conjunction with the unaudited pro forma combined financial statements of the Company and the accompanying notes thereto attached as Schedule “B” to this Circular.

 

The unaudited carve-out financial statements for the nine months ended September 30, 2024 and the audited carve-out financial statements for the year ended December 31, 2023 in respect of the Musselwhite Mine have been included in Schedule “B” hereto. The complete interim and annual financial statements of the Company are available under the Company’s profile on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov.

 

  Nine months ended
September 30, 2024
  Year ended
December 31, 2023
  US$ 000’s   US$ 000’s
Income statement information:      
Revenue $ 608,533   $ 584,357  
Net income (loss)   80,969     (368,891)   10
Earnings (loss) per share $ 0.25   $           (1.18)  

 

 

10 This loss includes (a) $72.7 million impairment of the Cerro Quema project in December 2023, and (b) an impairment charge of $292.9 million on goodwill at Musselwhite. Had the Transaction occurred, the impairment charge at Musselwhite Mine would have been included in the computations for consideration given and net assets acquired and would not have been recognized.

 

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  As at
September 30, 2024
  US$000’s
Balance sheet information:  
Current assets $ 181,613
Mineral properties   1,489,642
Other long-term assets   8,026
Total assets $ 1,679,281
     
Current liabilities $ 423,473
Long term liabilities   760,951
Equity   494,857
Total liabilities and equity $ 1,679,281

 

This summary unaudited pro forma combined financial information is not intended to be indicative of the results that would actually have occurred, or the results expected in future periods, had the events reflected herein occurred on the dates indicated. Actual amounts recorded upon consummation of the Transaction could differ materially from the pro forma information presented above.

 

PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING

 

To the knowledge of the Board, the only matters to be placed before the Meeting are those referred to in the Notice of Meeting accompanying this Circular. However, should any other matters properly come before the Meeting; the Common Shares represented by the proxy solicited hereby will be voted on such matters in accordance with the best judgement of the persons voting the Common Shares represented by the proxy.

 

Additional details regarding the matters to be acted upon at the Meeting are set forth below.

 

THE TRANSACTION

 

As set out in the Notice of Meeting, Shareholders will be asked to consider and vote on the Acquisition Resolution at the Meeting, the full text of which is set out in Schedule “A” hereto.

 

The Company, 1511583 B.C. Ltd., a wholly-owned subsidiary of the Company (the “Purchaser”), and GCL, a subsidiary of Newmont, have entered into a share purchase agreement dated November 17, 2024 (the “Share Purchase Agreement”), pursuant to which the Purchaser will acquire from GCL or an affiliate thereof, all of the issued and outstanding shares Musselwhite Mine Ltd., a wholly-owned subsidiary of GCL (the “Target”) holding all assets and liabilities, including associated right and title to property, related to the Musselwhite Mine.

 

BACKGROUND TO THE TRANSACTION

 

The entering into of the Share Purchase Agreement was the result of extensive arm’s length negotiations conducted among representatives of Orla, Newmont, and their respective financial and legal advisors. The following is a summary of the material events, meetings and negotiations and discussions among the parties that preceded the public announcement of the Transaction on November 18, 2024.

 

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Newmont and the Sales Process

 

In February 2024, Newmont announced that it planned to divest five non-core assets in North America, including the Musselwhite Mine (the “Sales Process”). As Management and Board regularly review and evaluate potential corporate development opportunities, the Company identified Musselwhite Mine as a potential fit early in the Sales Process. The Company viewed Musselwhite Mine as having the potential to be a cornerstone asset for the Company, being the appropriate size, an attractive jurisdiction and with the right characteristics, to fit into the Company’s portfolio. In addition to increasing production and cash flow, the Company’s executives are well experienced in underground Canadian mining operations. Further, multiple members of the Board and executives were familiar with Musselwhite Mine, being former employees of Goldcorp Inc. (“Goldcorp”), which owned and operated the mine from 2006 until Goldcorp’s acquisition by Newmont in 2019.

 

The Company has had an ongoing and positive relationship with Newmont over the past several years, commencing with the Company’s acquisition of Camino Rojo from Goldcorp (now a subsidiary of Newmont) in 2017. Since such time, Goldcorp (and Newmont following its acquisition of Goldcorp) has been a cornerstone shareholder. The companies are party to an investor rights agreement and Newmont has nominated Mr. Scott Langley, Group Head, Corporate Development, to the Board.

 

Throughout the Company’s consideration of Musselwhite Mine and the Transaction, Mr. Langley declared his interest and recused himself from any Board discussions or voting in respect of the Transaction. The Company’s communications with Newmont regarding the process were primarily directed through BMO Nesbitt Burns Inc. (“BMO”) and later in the Sales Process, to other representatives of Newmont. References to the “Board” in this Circular do not include Mr. Langley.

 

Phase I

 

In March 2024, Newmont’s financial advisor, BMO, and representatives of the Company, met to discuss the Sales Process. At this meeting, the Company’s representatives were provided with an update on the Sales Process and a teaser with basic information on the applicable assets. The parties entered into the confidentiality agreement on April 1, 2024.

 

On May 15, 2024, BMO provided the Company with the Phase I process letter for the Sales Process and provided access to various materials on a virtual data room. The letter outlined that non-binding proposals would be due on July 11, 2024. Between May 15 and July 11, 2024, the Company engaged its technical, financial and legal advisors, and completed its initial technical due diligence on Musselwhite Mine. Based on the results of the technical due diligence, the Company executives submitted a non-binding proposal for Musselwhite Mine to BMO.

 

Between July 11, 2024 and August 6, 2024, BMO and representatives of the Company engaged in various discussions clarifying elements of the Company’s proposal.

 

Phase II

 

On August 6, 2024, BMO advised the Company that Orla would be included in Phase II of the Sales Process and provided the Phase II process letter. This letter confirmed that binding submissions for the Sales Process were due by October 17, 2024.

 

On August 12, 2024, the Company’s executives provided a comprehensive update to the Board regarding the Phase I submission and its plans and strategy for the Phase II process. The Board was provided with a detailed overview of the technical due diligence, valuation work to date by the Company’s financial advisors, the Company’s funding plan, legal considerations, and various other transaction matters. The Board was advised as to its duties in connection with the Transaction as part of this meeting. The Board and executives engaged in various discussions regarding the Transaction. The Board completed its deliberations in camera before agreeing that the Company should continue through Phase II of the Sales Process.

 

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Between August 12, 2024 and October 17, 2024, Management, along with its technical, financial and legal advisors, completed comprehensive due diligence on Musselwhite Mine. This due diligence included a presentation from Musselwhite Mine’s management on August 26, 2024 and a site visit to Musselwhite Mine on September 5, 2024.

  

On September 18, 2024, the Company executives provided the Board with a comprehensive update on the due diligence process to date, including conclusions from the site visit to Musselwhite Mine, ongoing valuation work by the Company’s financial advisors, legal considerations, as well as the proposed funding analysis. The Board and executives engaged in various deliberations and discussion regarding the Transaction. The Board then met in camera, following which it reiterated its support of the Transaction to the executives of the Company.

 

On October 3, 2024, the Company submitted its comments on the draft Share Purchase Agreement to BMO, as required under the Phase II process letter.

 

On October 15, 2024, the Board, as well as the Company’s executives and financial advisors, met to discuss the terms of the Phase II final bid for Musselwhite Mine. At this meeting, the Company’s executives presented the final results of the legal, technical and financial due diligence. The financial advisors provided the Board with a detailed update on the merits of the Transaction and valuation analysis. The executives also provided an update on the draft Share Purchase Agreement and provided a detailed overview of the proposed funding model, including input received from its financial advisors. Following various deliberations and discussion with the Company’s executives and financial advisors, the Board met in camera to further deliberate. The Board subsequently approved the Company’s submission of the Phase II offer.

 

On October 17, 2024, the Company submitted the final Phase II offer to BMO.

 

Final Execution

 

On October 25, 2024, BMO and representatives of the Company met to discuss the Phase II offer. In the following days, the parties agreed to the principal deal points and the Company entered into an exclusivity agreement with Newmont.

 

Between October 25, 2024 and November 17, 2024, the parties negotiated the final transaction terms under the Share Purchase Agreement. The Company also engaged Davidson & Company LLP (“Davidson”) to complete the formal valuation of Musselwhite Mine (the “Formal Valuation”), as well as negotiating and securing binding commitments under the Financings (as defined below).

 

On November 17, 2024, the Board, Management, its financial and legal advisors, met to receive the Formal Valuation from Davidson and formally approve the Transaction. At this Meeting, Davidson delivered the results of the Formal Valuation (subsequently confirmed in writing) opining that, as of the date thereof and subject to the assumptions, limitations and qualifications described to the Board, the fair market value of Musselwhite Mine was between US$910,000,000 and US$940,000,000.

 

After discussion and deliberation and consultation with its legal and financial advisors, the Board completed its deliberations in camera and unanimously determined that the Transaction was in the best interest of the Company and recommended that Shareholders vote their Common Shares in favour of the Shareholders Resolutions.

 

Following the meeting of the Board, the Company and Newmont finalized the terms of the Share Purchase Agreement and Voting Agreements. During the evening of November 17, 2024, the Share Purchase Agreement and Voting Agreements were executed and the Company and Newmont issued press releases announcing the Transaction prior to the opening of the TSX on November 18, 2024.

 

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REASONS FOR AND BENEFITS OF THE TRANSACTION

 

In evaluating and approving the Transaction and in making its determinations and recommendations, the Board gave careful consideration to the current and expected future position of the business of the Company and the terms of the Share Purchase Agreement. The Board considered a number of factors while assessing the Transaction including, among others, the following:

 

· Acquisition of a high-quality, long-life, producing gold mine. Musselwhite Mine is an established operation with nearly six (6) million ounces of gold produced over the past 28 years, one and a half (1.5) million ounces of gold reserves with additional mineral resources, as well as identified upside potential supporting opportunities for significant mine life extension. The mineralization at Musselwhite Mine is hosted in a banded iron formation that remains open along a known strike extent, at least one kilometre beyond the current reserves. The total mining and exploration lease covers over 65,000 hectares.

 

· Strategic entry into Canada establishing an enhanced North American presence. Strengthened portfolio diversification with entry into Ontario, Canada, which is a tier one mining jurisdiction. Located in a mining-friendly region with a strong work force and robust stakeholder support, the operation benefits from a stable operating environment that further enhances its long-term value. The combination of quality assets in Ontario, Canada, Nevada, United States, and Zacatecas, Mexico creates a premier North America focused gold company.

 

· Immediately increases annual gold production by 140% to over 300,000 ounces at competitive costs. Pro forma annual gold production of over 300,000 ounces at combined AISC11 of US$1,080/oz12. Through the development of South Railroad in Nevada, the Company has a pathway to annual production of 500,000 ounces at industry leading costs.

 

· No upfront equity dilution with significant support from cornerstone Shareholders. Attractive transaction financing package including bank-provided debt and a gold prepay, as well as the placement of Notes led by Fairfax, Pierre Lassonde, and Trinity, allows Shareholders to retain exposure to the Company’s increasing net asset value with no upfront equity dilution.

 

· Accretive to key metrics. The Transaction is expected to be significantly accretive to operating and free cash flow, gold production and gold reserves and resources, all on a per share basis.

 

· Strengthened cash flow generation to support growth pipeline. Musselwhite Mine is expected to generate over US$150,000,000 in average annual cash flow over the next 6 years. The combined cash flows of Camino Rojo and Musselwhite Mine will allow the Company to self-fund continued investment in its growth pipeline. This includes Musselwhite Mine’s growth development, the South Railroad Project, development of the Camino Rojo sulphides project, and exploration in Canada, the United States, and Mexico. The Company had a robust cash position of approximately US$150,000,000 as of December 9, 2024.

 

· Musselwhite Mine is well suited to Orla’s technical capabilities. The Company’s experienced management team boasts in-depth experience developing and operating underground mines, including many in Canada, and is supplemented by the Board’s operating history with the asset.

 

· Increased leverage to strong gold price environment. Production uplift from Musselwhite Mine increases exposure to the current record gold price environment.

 

 

 

11 Non-GAAP measure. Excludes exploration and project growth spending. Refer to the “Non-GAAP Measures” section of this Circular.

12 Based on combined 2024 guidance Orla (Midpoint of 130-140koz and "low end" of US$800-900/oz AISC) and Musselwhite Mine LoM averages as per the Technical Report (as defined below) (202 koz and US$1,269/oz AISC).

 

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· Best current prospect for maximizing shareholder value. Based on the considerations described in this section and others, the Board has determined that the Transaction is the best current prospect for maximizing Shareholder value and specifically by: (i) transforming the Company into a North America centred, geographically diversified gold producer with multiple producing assets and a self-funded growth portfolio; (ii) strengthening the Company’s asset base and establishing a more robust mining company with strong gold production, competitive costs, cash flow generation, and a compelling pipeline with near- and medium-term growth opportunities; (iii) delivering immediate earnings and cash flow accretion on a per-share basis; (iv) employing a Transaction structure that avoids upfront equity dilution to existing Shareholders and takes advantage of the record gold price environment through the gold prepay arrangement; and (v) aligning with the Company’s stated strategy for growth and value creation with net asset value per share to continue increasing as the Company executes its vision.

 

· Benefits to Musselwhite Mine stakeholders.

 

o The Company values the skills and commitment of the current Musselwhite Mine team and will rely on them to continue to run the operation.

 

o The Company will continue the highly constructive and collaborative relationship that has been developed with the local First Nations and will honour all existing commitments, obligations, and agreements with them.

 

o All existing agreements with suppliers and contractors will be honoured.

 

o The Company is committed to significantly investing in exploration and development activities to replace and grow mineral reserves and resources, with a clear focus on extending the mine life.

 

o The Company will honour all existing charitable community commitments.

 

o The Company is committed to building on the established Musselwhite Mine stakeholder relationships and working together in a spirit of trust, collaboration, and transparency.

 

· Independent valuation. On November 17, 2024 (the date that the Company entered into the Share Purchase Agreement), Davidson, the Board’s independent valuator, submitted an oral valuation, the full Formal Valuation having subsequently been delivered to the Board is attached as Schedule “C” hereto, of the Musselwhite Mine in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), concluding that, as of November 17, 2024, and based upon and subject to the assumptions, limitations and qualifications set forth therein, the fair market value of the Musselwhite Mine was between US$910,000,000 and US$940,000,000.

 

· Voting Support from directors, officers and key Shareholders. The directors and officers of the Company, along with certain key Shareholders, namely Pierre Lassonde, Fairfax, Trinity, and Agnico Eagle, have entered into Voting Agreements with the Company, the Purchaser and GCL and under which they have agreed, among other things, to vote in favour of the Transaction and the Concurrent Private Placement. Newmont has also agreed to vote in favour of the Concurrent Private Placement pursuant to the Share Purchase Agreement. Irrespective of the Voting Agreements and the Share Purchase Agreement, the votes of Fairfax, Mr. Lassonde and Newmont will be excluded from calculating approval of the Shareholders Resolutions. Collectively, the Supporting Shareholders represent in aggregate approximately 52% of the Common Shares.

 

· Negotiated transaction. The Share Purchase Agreement is the result of a comprehensive negotiation process with respect to the key elements of the Transaction, which includes terms and conditions that are reasonable in the judgment of the Board and its advisors.

 

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· Fairness of the conditions. The Share Purchase Agreement provides for certain conditions to completion of the Transaction, which conditions are not unduly onerous or outside market practice and could reasonably be expected to be satisfied in the judgment of the Board.

 

· Shareholder approval. The Acquisition Resolution and the Financing Resolution, respectively, must be approved by at least a simple majority of the votes cast on such resolution by Shareholders present in person or represented by proxy and entitled to vote at the Meeting, excluding the Excluded Shares (as defined below) for the purposes of MI 61-101 and the rules of the Toronto Stock Exchange.

 

The foregoing summary of the information and factors considered by the Board in reaching their determinations is not, and is not intended to be, exhaustive. In view of the wide variety of factors considered in connection with their evaluation of the Transaction and the complexity of these matters, the Board did not find it practicable to, and therefore did not, quantify or otherwise attempt to assign any relative weights to these factors. In addition, individual members of the Board may have given different weights to different factors.

 

THE SHARE PURCHASE AGREEMENT

 

The Transaction will be carried out pursuant to the terms and conditions of the Share Purchase Agreement. The following is a summary of certain material terms of the Share Purchase Agreement. This summary does not purport to be complete and is qualified in its entirety by reference to the Share Purchase Agreement, the full text of which can be found under the Company’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

 

Transaction Overview

 

Prior to (or concurrent with) the closing of the Transaction, GCL shall transfer all of the assets, property and undertakings comprising the Musselwhite Mine to the Target in exchange for shares of the Target, such that the Target is to become the registered and beneficial owner of all of the transferrable assets and property related to the Musselwhite Mine (the “Pre-Closing Reorganization”). Subsequent to the closing of the Pre-Closing Reorganization but prior to the closing of the Transaction, GCL will transfer the shares of the Target to the vendor, being another wholly-owned subsidiary of Newmont (the “Vendor”).

 

Pursuant to the Share Purchase Agreement, the Purchaser will acquire all the issued and outstanding shares of the Target (the “Purchased Shares”) from the Vendor, thus acquiring all assets, liabilities, and property comprising the Musselwhite Mine.

 

Consideration

 

In consideration for the Purchased Shares, the Company has agreed to pay:

 

· US$810,000,000 in cash (the “Base Purchase Price”), on the closing date of the Transaction (the “Closing Date”);

 

· US$20,000,000 (the “First Deferred Amount”) in cash, by no later than ten (10) business days following the first anniversary of the Closing Date, unless the average spot gold price is equal to or less than US$2,900/oz during the period commencing on the Closing Date and ending on first anniversary thereof, in which case the First Deferred Amount will be reduced to US$0; and

 

· US$20,000,000 (the “Second Deferred Amount”) in cash no later than ten (10) business days following the second anniversary of the Closing Date, unless the average spot gold price is equal to or less than US$3,000/oz during the period commencing on the first anniversary of the Closing Date and ending on second anniversary thereof, in which case the Second Deferred Amount will be reduced to US$0 (collectively, the “Purchase Price”).

 

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The First Deferred Amount and the Second Deferred Amount are contingent in their entirety and subject to the price of gold for the respective periods provided above. As such, only the Base Purchase Price is guaranteed.

 

Representations and Warranties

 

The Share Purchase Agreement contains customary representations and warranties of GCL, or the Vendor (if GCL is not the Vendor), relating to certain matters including the following: incorporation and corporate power, required authorizations, enforceability, capitalization, subsidiaries, qualification to do business, books and records, bankruptcy, insolvency and reorganization, financial statements, title to and sufficiency of assets, real property, personal property, litigation, compliance with laws, licences, undisclosed liabilities, consents and regulatory approvals, no conflict, environmental matters, agreements with indigenous groups, insurance, tax matters, absence of certain changes or events, benefit plans, employment matters, commissions, and U.S. matters.

 

In addition, the Share Purchase Agreement contains customary representations and warranties of the Purchaser relating to certain matters including the following: incorporation and corporate power, required authorizations, enforceability, consents and regulatory approvals, no conflict, financing, bankruptcy, insolvency and reorganization, compliance with laws, commissions and non reliance, and customary representations and warranties of the Company, as guarantor, including the following: incorporation and corporate power, required authorizations, enforceability, consents and regulatory approvals, no conflict, financing and commissions.

 

Conditions Precedent to the Transaction

 

Mutual Conditions Precedent:

 

The Share Purchase Agreement provides that the obligations of the Purchaser and GCL (or the Vendor if not GCL) to complete the Transaction are subject to the following conditions precedent:

 

· there must be no order against any party to the Share Purchase Agreement (collectively, the “Parties”) remaining in effect for the purpose of enjoining, prohibiting, preventing or restraining, temporarily or permanently, the completion of the Transaction;

 

· Competition Act clearance must have been obtained;

 

· the Acquisition Resolution and the Financing Resolution must have been approved by the Shareholders at the Meeting in accordance with applicable law; and

 

· there must be no law enacted, issued or promulgated which remains in effect and has the effect of (a) making any of the transactions contemplated by the Share Purchase Agreement illegal, or (b) otherwise prohibiting, preventing or restraining the consummation of any of the transactions contemplated by the Share Purchase Agreement.

 

Additional Conditions for the Benefit of the Purchaser:

 

The Share Purchase Agreement provides that the obligations of the Purchaser to consummate the Transaction are subject to the satisfaction of the following conditions precedent:

 

· the representations and warranties of GCL contained in the Share Purchase Agreement must be true and correct to the standards set out in the Share Purchase Agreement;

 

· GCL must have materially performed and complied with the terms and conditions in the Share Purchase Agreement and have executed and delivered all documents and certificates as required thereunder;

 

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· GCL must have completed the Pre-Closing Reorganization as contemplated in the Share Purchase Agreement; and

  

· there must be no continuing material adverse change.

 

Additional Conditions for the Benefit of GCL (or the Vendor if not GCL):

 

The Share Purchase Agreement provides that the obligations of GCL to consummate the Transaction are subject to the satisfaction of the following conditions precedent:

 

· the representations and warranties of the Purchaser contained in the Share Purchase Agreement must be true and correct to the standards set out in the Share Purchase Agreement; and

 

· the Purchaser must have materially performed and complied with the terms and conditions in the Share Purchase Agreement and have executed and delivered all documents and certificates as required thereunder.

 

Interim Period Covenants

 

Covenants of GCL (or the Vendor if not GCL):

 

For the period between the date of the Share Purchase Agreement and the Closing Date (the “Interim Period”), GCL has agreed: (i) to operate the Musselwhite Mine in the ordinary course of business in a manner consistent with past custom and practice, in accordance with an agreed upon mine plan and in material compliance with applicable law and contracts; (ii) to notify the Purchaser if it becomes aware of any event or circumstance which could reasonably be expected to have a material adverse change; and (iii) not to: modify the constating documents, securities, material contracts, accounting principles or benefit plans of the Target, issue sell or purchase securities of the Target, encumber or dispose of the property or assets of Musselwhite Mine, incur material liabilities, discharge, settle or satisfy any material legal proceedings in respect to the Musselwhite Mine, hire or terminate any officer or senior management employee, or enter into an collective bargaining agreement.

 

Covenants of the Purchaser and the Company:

 

During the Interim Period, the Purchaser and the Company have agreed: (i) to consummate and obtain the proceeds under the Financings (as defined below) on the terms and conditions described in such applicable financing documents; (ii) to keep GCL reasonably informed regarding the status of the Financings and any material developments relating thereto; (iii) not to amend, supplement or modify, or waive any provision under the applicable financing documents, without the prior written consent of GCL; (iv) to promptly arrange for alternative financing should all or any portion of the Financings become unavailable; and (v) not to directly or indirectly announce or make any acquisition of, or investment in, any operating gold mine in Canada.

 

Consents and Approvals

 

The Parties have agreed to cooperate and use commercially reasonable efforts to take, or cause to be taken, all appropriate actions, and to make, or cause to be made, all filings necessary, proper or advisable under applicable laws and to consummate and make effective the Transaction as contemplated by the Share Purchase Agreement on the Closing Date, including any and all efforts to obtain, prior to the Closing Date, any required consents, clearance, and regulatory approvals.

 

In addition, the Parties have agreed to cooperate in good faith with one another and provide such assistance as any other party may reasonably request in connection with obtaining Competition Act clearance as soon as reasonably practicable and have accepted certain obligations to submit applications, provide opportunities for document review and inform the other party of substantive communications.

  

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The Purchaser and the Company have agreed to contest and resist any action, including any administrative or judicial action, and seek to have vacated, lifted, reversed or overturned any order which has the effect of making the Transaction illegal or otherwise prohibiting consummation of the transactions contemplated by the Share Purchase Agreement.

 

The Purchaser is responsible for all fees associated with all filings made related to obtaining the Competition Act clearance and other regulatory approvals.

 

Additional Covenants

 

Pre-Closing Reorganization:

 

GCL has agreed, or will cause the Vendor if not GCL, to (a) consummate the Pre-Closing Reorganization and (b) deliver to the Purchaser all documentation evidencing that the Pre-Closing Reorganization has been consummated. GCL has agreed to keep the Purchaser reasonably apprised of the status of the Pre-Closing Reorganization.

 

Exchange Approval:

 

The Company has agreed take all actions and do all things reasonably necessary to obtain, prior to the Closing Date, any required consents of the TSX in respect of the completion of the Transaction and the Purchaser has agreed to provide GCL copies of any submissions to the TSX contemporaneously with the filing of such submissions and will provide copies of any related correspondence in respect of such submissions.

 

Covenant of Guarantor:

 

The Company, as guarantor, has agreed to guarantee the prompt payment and performance of all obligations of the Purchaser under the Share Purchase Agreement and has agreed to be liable for all obligations of the Purchaser, including any indemnity given, under the Share Purchase Agreement or any other agreement, certificate or other document delivered in connection with the Transaction.

 

Reclamation and Closure Plan for Musselwhite Mine:

 

In connection with liabilities and legislative requirements applicable to the Musselwhite Mine, the Purchaser has acknowledged that it: (i) has had adequate opportunity to conduct thorough due diligence; (ii) has received independent advice; (iii) understands the legal obligations that will apply to the Purchaser in respect of current and future compliance with environmental laws in respect of the Musselwhite Mine and its operations; and (iv) will have access to competent and qualified persons with the technical and operational capability required to perform its obligations in respect of environmental laws.

 

In addition, the Purchaser has agreed (i) to comply with and satisfy all reclamation liabilities; (ii) to undertake the reclamation of the Musselwhite Mine in compliance with applicable standards; (iii) to provide all security and financial assurance required by any governmental authority in support of the mine closure plans as and when required; (iv) not to transfer or assign all or any part of its interest in the Musselwhite Mine for a period of six (6) years following the Closing Date without the consent of GCL, which must be provided in certain circumstances.

 

Employment Matters:

 

The employment of all employees of the Musselwhite Mine, other than certain excluded employees, will be transferred form GCL to the Target pursuant to the Pre-Closing Reorganization on the same terms and conditions which such employees are employed by GCL and its affiliates immediately prior to the Pre-Closing Reorganization.

 

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The Parties have agreed that the employees will be immediately eligible to commence participation in the Purchaser’s new or existing benefit and retirement plans and equity and incentive compensation plans, to the extent they participated in GCL’s plans, as of the Closing Date, on terms that are no less favourable in the aggregate than those provided under GCL’s plans.

 

The Target has agreed to be solely responsible for any severance, termination, damages for wrongful dismissal, constructive dismissal damages, change in control, accrued paid time off, redundancy, termination indemnitees or similar termination payments or benefits that may become payable to any employee.

 

Other terms related to the transfer of the Musselwhite Mine employees from GCL to the Target will be governed by an asset purchase agreement to be entered into between GCL and Target shortly before the Closing Date, which document will implement the Pre-Closing Reorganization.

 

Indemnification

 

The Parties have agreed to indemnify each other for: (i) any incorrectness in or breach of any representation or warranty of the other party; and (ii) any breach or any non-fulfilment of any covenant or agreement on the part of the other party, contained in the Share Purchase Agreement.

 

In addition, the Vendor or GCL (if not the Vendor) has agreed to indemnify the Purchaser for tax liabilities existing prior to the Closing Date as specified in the Share Purchase Agreement, and the Purchaser and the Company have agreed to indemnify the Vendor for assumed liabilities and Musselwhite Mine reclamation liabilities, in each case as specified in the Share Purchase Agreement.

 

Pursuant to the Share Purchase Agreement, the Purchaser has agreed to honour all rights to indemnification or exculpation now existing in favour of all present and former officers, directors, managers or employees of the Company.

 

Mutual Release

 

By virtue of the Share Purchase Agreement, upon the closing, the Purchaser, on its own behalf and on behalf of the Target, will release and discharge, GCL and each of its affiliates, and each of their respective representatives and equity holders (collectively, the “Released Vendor Parties”) from any and all claims, demands and causes of action, whether known or unknown, liquidated or contingent, which the Target ever had, now has or may have relating to, arising out of or in any way connected with the dealings of the Released Vendor Parties and the Target, however, such release shall not operate to release (i) the Released Vendor Parties from any obligations under the Share Purchase Agreement or in any other agreement, certificate or instrument executed and delivered pursuant to the Share Purchase Agreement or (ii) any third party from any of its obligations under any contract with such third party.

 

By virtue of the Share Purchase Agreement, upon the closing, GCL and the Vendor (if not GCL) will release and discharge the Target from any and all claims, demands and causes of action, whether known or unknown, liquidated or contingent, which GCL or the Vendor (if not GCL) ever had, now has or may have relating to, arising out of or in any way connected with the dealings of the Target and GCL or the Vendor (if not GCL), however, that such release shall not operate to release (i) the Target from any obligations under the Share Purchase Agreement or in any other agreement, certificate or instrument executed and delivered pursuant to the Share Purchase Agreement, or (ii) any third party from any of its obligations under any contract with such third party.

 

Termination

 

Subject to its terms and conditions, the Share Purchase Agreement can be terminated on or prior to the Closing Date by:

 

· the mutual written agreement of GCL and the Purchaser;

 

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· by written notice from the Purchaser to GCL if any closing condition of GCL, as described under the heading “Conditions Precedent to the Transaction” above, has not been fulfilled at or before March 31, 2025, or such earlier or later date as may be agreed to in writing by the Parties (the “Outside Date”); or

 

· by written notice from GCL to the Purchaser if any closing condition of the Purchaser of Company, as described under the heading “Conditions Precedent to the Transaction” above, has not been fulfilled at or before the Outside Date.

 

Upon termination, all obligations of the Parties under the Share Purchase Agreement shall terminate except for certain obligations related to maintaining confidentiality of any confidential information and protection of any personal information exchanged in the course of the Transaction. No termination fee or similar type of payment will be payable by any Party in connection with any termination of the Share Purchase Agreement by any Party.

 

FORMAL VALUATION

 

Overview

 

Pursuant to an engagement agreement dated October 31, 2024 (the “Davidson Engagement Letter”), the Board retained Davidson to prepare the Formal Valuation in connection with the Transaction and to provide the Formal Valuation as to the fair market value of the Musselwhite Mine in accordance with MI 61-101. The Board concluded that Davidson is qualified and independent for the purposes of MI 61-101, as further described below.

 

The terms of the Davidson Engagement Letter provide that Davidson will receive a fixed fee for its services to the Board for the delivery of the written Formal Valuation, attached as Schedule “C” hereto. The Company has also agreed to reimburse Davidson for its reasonable out-of-pocket expenses and to indemnify Davidson in respect of certain liabilities that may arise out of the engagement of Davidson. No portion of the fees payable to Davidson are contingent on the conclusions reached in the Formal Valuation or on the completion of the Transaction.

 

Pursuant to the consent attached as Schedule “D” hereto, Davidson has consented to (i) all references to the Formal Valuation included in the Circular, (ii) the inclusion of the full text of the Formal Valuation as Schedule “C” hereto, and (iii) the filing of the Formal Valuation in the Circular with the applicable securities regulatory authorities.

 

Relationship with Interested Parties

 

The Formal Valuation was prepared by Davidson acting independently. The assessment of Davidson is consistent with the independence requirements of MI 61-101, as detailed in the Formal Valuation.

 

In particular, neither Davidson nor any of its affiliates:

 

· is an “associated entity”, “affiliated entity” or “issuer insider” (as those terms are defined in MI 61-101) of the Company, the Purchaser or any Interested Party (as such term is defined in MI 61-101) in the Transaction, or any of their respective associates or affiliates (collectively, the “Interested Parties” for the purposes of this section entitled “Formal Valuation”);

 

· is acting as financial advisor to any Interested Party in connection with the Transaction (other than pursuant to the Davidson Engagement Letter);

 

· has a financial incentive in respect of the conclusions reached in the Formal Valuation or the outcome of the Transaction;

 

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· is a manager or co-manager of a soliciting dealer group formed in respect of the Transaction (or a member of such a group performing services beyond the customary soliciting dealer’s functions or receiving more than the per security or per security holder fees payable to the other members of the group);

 

· is the external auditor of an Interested Party; and/or

 

· has a material financial interest in the completion of the Transaction.

 

Except for being engaged by the Board on October 31, 2024, to provide the Formal Valuation, Davidson has not been engaged by, performed any services for, or received any compensation from the Company or its affiliates within the past 24 months. Other than as set forth above, there are no understandings, agreements, or commitments between Davidson and any of the Interested Parties with respect to future business dealings.

 

Credentials of Davidson

 

Davidson is a full-service professional services firm of Chartered Professional Accountants located in Vancouver, British Columbia, Canada. Davidson’s valuation professionals are comprised of Chartered Business Valuators experienced in providing professional advisory services in connection with merger, acquisition, divestiture, formal valuation and fairness opinion matters.

 

The Formal Valuation represents the opinion of Davidson as of November 17, 2024, and their form and content has been approved for release by Davidson’s valuation practice.

 

Scope of Review

 

In connection with the Formal Valuation, Davidson made such reviews, investigations, analyses and discussions as it reasonably deemed necessary and appropriate under the circumstances. Davidson also took into account its assessment of securities markets, economic, financial and general business conditions, as well as its experience in securities and business valuation in general, and with respect to similar transactions.

 

In preparing the Formal Valuation, Davidson reviewed, among other things, and where it considered appropriate relied upon:

 

· the audited combined financial statements of Musselwhite Mine and analysis related thereto for the fiscal years ended December 31, 2022, and 2023;

 

· the Technical Report;

 

· presentations and financial models prepared by the Company’s management or other parties;

 

· public information relating to the operations of Musselwhite Mine;

 

· the final offer letter from the Company, dated October 17, 2024, outlining the purchase price and forms of consideration for the Transaction;

 

· such other corporate, industry, and financial market information, investigations and analyses as Davidson considered necessary or appropriate in the circumstances; and

 

· public information regarding public company trading data and precedent transactions.

 

Davidson also conducted analyses, investigations, research, interviews, and testing of assumptions as it deemed to be appropriate or necessary in the circumstances. Davidson was not, to the best of its knowledge, denied access by the Company to any information under the Company’s control which it requested.

 

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Assumptions and Liabilities

 

As provided for in the Formal Valuation, Davidson has relied upon the completeness, accuracy and fair presentation of all the financial information, data, advice, opinions or representations obtained from public sources and the Company. The Formal Valuation is conditional upon such completeness, accuracy and fair presentation of the foregoing information. Davidson has not been requested to or attempted to verify independently the completeness, accuracy or fairness of presentation of any such information, data, advice, opinions and representations.

 

The Formal Valuation is rendered as at November 17, 2024, on the basis of securities markets, economic and general business and financial conditions prevailing on that date and the condition and prospects, financial and otherwise of Musselwhite Mine, as they were reflected in the information provided or otherwise available to Davidson. Davidson has not undertaken to update the opinion to any other date. Any changes therein may affect the Formal Valuation and, although Davidson reserves the right to update, change, supplement or withdraw the Formal Valuation in such event, it disclaims any and all undertaking or obligation to advise any person of any such change that may come to its attention, or to change, supplement or withdraw the Formal Valuation after such date.

 

In completing the Formal Valuation, Davidson made numerous assumptions with respect to economic, industry, and operating performance and expectations that are matters over which Davidson has no control. As a result, there is a degree of uncertainty in the concluded estimates of value.

 

Davidson has assumed that budgets, forecasts, projections and estimates were prepared reflecting the best currently available assumptions, estimates and judgments of the Company and the management of the Musselwhite Mine, having regard to any related business, plans, financial condition and prospects. In rendering the Formal Valuation, Davidson expresses no independent view as to the reasonableness of such budgets, forecasts, projections or the assumptions used upon which they are based.

 

The concluded range of fair market value expressed in the Formal Valuation is a reasonable estimate developed based on information and assumptions available at the time the estimates were developed. If significant deviations from these assumptions materialize in the future, the estimates may no longer be representative of value.

 

The Formal Valuation has been provided for the exclusive use of the Board in considering the Transaction and, other than as permitted by the Davidson Engagement Letter, may not be used by any other person or relied upon by any other person other than the Board without the express prior written consent of Davidson.

 

Valuation

 

In arriving at an opinion of fair market value of the Musselwhite Mine, Davidson employed a range of analysis, valuation criteria and valuation methodologies. Davidson did not attribute any particular weight to any of the valuation approaches in the Formal Valuation, the selection of appropriate valuation methodologies and the valuation conclusions drawn therefrom are matters of professional judgement.

 

The Formal Valuation contains Davidson’s opinion that, based on the scope of its review and subject to the assumptions, restrictions and limitations provided therein, as of November 17, 2024, the fair market value of Musselwhite Mine was between US$910,000,000 and US$940,000,000.

 

This summary of the Formal Valuation is qualified in its entirety by reference to the full text of the Formal Valuation, attached as Schedule “C” to this Circular. Shareholders are urged to, and should, read the Formal Valuation in its entirety.

 

The full text of the Formal Valuation describes the scope of review, the assumptions made, procedures followed, matters considered and limitations on the review undertaken by Davidson.

 

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The Formal Valuation was provided solely for the use of the Board in connection with, and for the purpose of, its consideration of the Transaction and may not be used or relied upon by any other person. The Formal Valuation is not and is not intended to be and does not constitute a recommendation as to how Shareholders should vote in respect of the Acquisition Resolution or Financing Resolution.

 

SOURCE OF FUNDS AND EXPENSES FOR THE PROPOSED TRANSACTION

 

The Company has arranged the following financing commitments in order to fund the Base Purchase Price of the Transaction (collectively, the “Financings”):

 

· Credit Facility. The Company has US$150,000,000 in undrawn capacity under its existing revolving credit facility (the “RCF”) and, pursuant to a commitment letter (the “Commitment Letter”) with The Bank of Nova Scotia, on behalf of a syndicate of lenders comprised of the Bank of Nova Scotia, Bank of Montreal, Canadian Imperial Bank of Commerce and ING Capital LLC. (collectively, the “Lenders”), the Lenders have agreed to provide, subject to the terms and conditions set forth therein, a new US$100,000,000 senior secured non-revolving term credit facility to the Company.

 

· Private Placement. Pursuant to a subscription letter (the “Subscription Letter”) executed by each of Fairfax, Pierre Lassonde and Trinity (collectively, and together with their affiliates, the “Subscribers”), the Subscribers have committed to subscribe for the Notes in the aggregate principal amount of US$200,000,000. The Concurrent Private Placement is subject to approval of the Disinterested Shareholders (as defined below), see “The Concurrent Private Placement” below for a complete description of the Concurrent Private Placement and required approvals thereunder.

 

· Gold Prepay Facility. Pursuant to commitment letters (the “Gold Prepay Letters”) with each of the Bank of Montreal, Canadian Imperial Bank of Commerce and ING Capital Markets LLC (together, the “Gold Prepay Lenders”), the Gold Prepay Lenders have committed, subject to the terms and conditions therein, to provide a gold prepay to the Company in the amount of US$360,000,000 as set forth in the Gold Prepay Letters.

 

The estimated fees, costs and expenses of the Company in connection with the Transaction, including, without limitation, fees of financial advisors, filing fees, legal and accounting fees and printing and mailing costs are not expected to exceed approximately US$15,000,000.

 

THE TRANSACTION UNDER MI 61-101

 

Any transaction wherein an entity acquires a “related party”, is considered to be a “related party transaction” under MI 61-101. A “related party” (as such term is defined in MI 61-101) of an entity includes a person that has beneficial ownership of, or control or direction over, directly or indirectly, securities of such entity carrying more than 10% of the voting rights attached to all the entity’s outstanding voting securities, or an affiliated entity of such person.

 

As provided under the heading entitled “Voting Securities and Principal Holders Thereof – Principal Shareholders” above, Newmont, through its affiliates, holds more than 10% of the voting securities of the Company and is therefore a “related party” of the Company under MI 61-101. Furthermore, GCL, being an affiliated entity of Newmont (as such term is defined in MI 61-101), is also a “related party” of the Company.

 

The Transaction is a “related party transaction” for purposes of MI 61-101 as the Company will acquire all the issued and outstanding shares of the Target from a “related party” and the Transaction otherwise meets the requirements of Part 5 of MI 61-101. In addition to the requirements of MI 61-101, minority shareholder approval of the Transaction is required pursuant to sections 501(c) and 604(a)(ii) of the TSX Company Manual.

 

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Minority Approval Requirement

 

Given that the Transaction is a “related party transaction”, the MI 61-101 minority approval requirement applies and the Transaction must be approved by at least a simple majority (50%) of the votes cast by all holders of Common Shares, excluding all Common Shares held by Newmont or its affiliates (and those held by Fairfax and Mr. Lassonde pursuant to section 604(a)(ii) of the TSX Company Manual) (the “Minority Shareholders”), present in person or represented by proxy at the Meeting.

 

For the purposes of obtaining approval from the Minority Shareholders in accordance with MI 61-101 and the rules of the TSX, the votes attached to an aggregate of 132,298,486 Common Shares (the “Excluded Shares”), representing approximately 41.1% of the total issued and outstanding Common Shares as of the Record Date, will be excluded from the vote, as set out in further detail below:

 

Excluded Shareholder   Excluded Common Shares   Percentage on a Non-
diluted Basis
         
Fairfax   56,817,229   17.7%
Pierre Lassonde   32,235,963   10.0%
Newmont   43,245,294   13.4%

 

All members of the Board of the Company, excluding Mr. Langley, after consultation with its legal counsel and financial advisors, unanimously recommend that Minority Shareholders vote FOR the Acquisition Resolution.

 

Formal Valuation Requirement

 

The Company is required to obtain a formal valuation under MI 61-101 and has retained the services of Davidson to provide a formal valuation which is summarized under the heading “Formal Valuation” above, and the full text of which is attached hereto as Schedule “C”.

 

The Board (excluding Mr. Langley) is unanimously of the opinion that Davidson is a qualified firm and independent from the Company. All directors (excluding Mr. Langley) voted for the resolution of the Board retaining Davidson as the valuator. The compensation payable to Davidson does not interfere with its independence and it is not contingent in whole or in part on the success of the Transaction or on the conclusions reached in the Formal Valuation. Except for being engaged by the Board on October 31, 2024, to provide the Formal Valuation, Davidson has not been engaged by, performed any services for, or received any compensation from the Company or its affiliates within the past 24 months. Other than as set forth above, there are no understandings, agreements, or commitments between Davidson and any of the Interested Parties with respect to future business dealings.

 

VOTING SUPPORT AGREEMENTS

 

The Supporting Shareholders (other than Newmont) have entered into Voting Agreements, pursuant to which they have agreed, among other things, to vote in favour of the Transaction and the Concurrent Private Placement, and not to sell, transfer, pledge, option or assign any securities held, until termination of the Voting Agreements. Newmont has agreed to vote in favour of the Concurrent Private Placement pursuant to the Share Purchase Agreement. Irrespective of the Voting Agreements and the Share Purchase Agreement, the votes of Fairfax, Mr. Lassonde and Newmont will be excluded from calculating approval of the resolutions.

 

The Voting Agreements shall automatically terminate upon the earlier of: (a) the termination of the Share Purchase Agreement in accordance with its terms; or (b) the closing of the Transaction.

 

Collectively, the Supporting Shareholders represent approximately:

 

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· in aggregate approximately 52% of the issued and outstanding Common Shares; and

 

· 19.05% of the Common Shares eligible to vote on the Acquisition Resolution approving the Transaction and the Financing Resolution approving the Concurrent Private Placement, respectively (excluding the Common Shares held by Newmont, Fairfax and Mr. Lassonde, and their respective joint actors, if any).

 

RECOMMENDATION OF THE BOARD

 

The Minority Shareholders (as defined below) will be asked to approve the Acquisition Resolution, as set forth in Schedule “A” hereto, in order to approve the Transaction.

 

The Board engaged Stifel Nicolaus Canada Inc. and Scotiabank as its financial advisors in respect to the Transaction. In addition, the Board engaged Davidson to provide the Formal Valuation with respect to the Transaction as required under MI 61-101. Davidson has delivered to the Board the results of the Formal Valuation opining that, as of the date of the Share Purchase Agreement, subject to the assumptions, limitations and qualifications set forth therein, the fair market value of Musselwhite Mine is between US$910,000,000 and US$940,000,000.

 

AFTER CAREFUL CONSIDERATION OF THE ACQUISITION, THE BOARD (EXCLUDING MR. LANGLEY) HAS UNANIMOUSLY RECOMMENDED THAT SHAREHOLDERS VOTE IN FAVOUR OF THE ACQUISITION RESOLUTION.

 

IN THE ABSENCE OF CONTRARY DIRECTIONS THE NAMED PROXYHOLDER INTENDS TO VOTE PROXIES IN THE ACCOMPANYING FORM IN FAVOUR OF THE ACQUISITION RESOLUTION.

 

THE CONCURRENT PRIVATE PLACEMENT

 

As set out in the Notice of Meeting, Shareholders will be asked to consider and vote on the Financing Resolution at the Meeting, the full text of which is set out in Schedule “A” hereto.

 

In connection with the Transaction, the Company has entered into the Subscription Letter with the Subscribers, including Fairfax, Mr. Lassonde and Trinity, on their own behalf and that of their respective affiliates, pursuant to which, the Subscribers have committed, subject to the terms and conditions therein, to subscribe for Notes in the amounts set forth in the Subscription Letter for an aggregate principal amount of US$200,000,000.

 

In aggregate, 58,835,441 Common Shares are issuable pursuant to the Concurrent Private placement, reflecting the sum of 35,443,037 Common Shares issuable upon conversion of all Notes and 23,392,404 Common Shares issuable upon the exercise of all Warrants, and representing approximately 18.3% of the issued and outstanding Common Shares as of the Record Date.

 

The proceeds of the Concurrent Private Placement financing will be contributed by the Company to the Purchaser and used by the Purchaser solely to fund a portion of the Purchase Price payable to GCL pursuant to, and in accordance with, the Share Purchase Agreement.

 

Pursuant to section 604(a)(ii) and 607(g)(ii) of the TSX Company Manual, the TSX requires shareholder approval to be obtained for a private placement to “insiders” (as defined in the TSX Company Manual) for listed securities, options or other entitlements to listed securities greater than 10% of the number of securities of the issuer, on a non-diluted basis, prior to the date of closing of the private placement. As the Concurrent Private Placement will result in more than 10% of the issued and outstanding Common Shares being made issuable to insiders of the Company, the Concurrent Private Placement is subject to the approval by an ordinary resolution of the Shareholders, excluding votes attached to the aggregate of 132,298,486 Excluded Shares, which are owned or controlled by Fairfax, Mr. Lassonde and Newmont, and their respective joint actors (of which the Company believe there are none) (the “Disinterested Shareholders”). See the section entitled "The Transaction Under MI 61-101 – Minority Approval Requirement" for details of the holdings of Fairfax, Mr. Lassonde and Newmont, respectively.

 

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TERMS OF THE SUBSCRIPTION LETTER

 

Terms of the Notes

 

Pursuant to the terms of the Subscription Letter, the Subscribers, or their affiliates or assignees, will purchase an aggregate principal amount of US$200,000,000. Holders of Notes are entitled to receive interest of 4.50% per annum, which is payable quarterly in cash.

 

The Notes may be converted in full or in part at any time prior to the date that is five (5) years plus one (1) day from the issuance date (the “Maturity Date”), by the holder thereof, into Common Shares at a price per Common Share of C$7.90 (approximately US$5.64), being a 37% premium to the five-day volume-weighted average price of the Common Shares on the TSX as of close of market on November 15, 2024, being the last trading day preceding the announcement of the Concurrent Private Placement (the “Conversion Price”). The Conversion Price is subject to standard anti-dilution upon certain events such as reorganizations, stock dividends, share splits, consolidations. For the purposes of conversion, the Conversion Price will be converted into U.S dollars using a fixed exchange rate of $1.40 Canadian dollars per US dollar ($0.714 USD/CAD).

 

In addition, the Subscribers are entitled to receive 0.66 Warrants per Common Share, issued upon closing, to purchase Common Shares on a proportionate basis. The Warrants will have a strike price of C$11.50 per Common Share and an expiry of the fifth anniversary of the closing of the Concurrent Private Placement.

 

The Notes, along with the Common Shares issuable upon conversion thereof, will be freely transferable by the holders, subject to applicable resale restrictions under applicable securities laws and the customary four (4) month hold period in Canada.

 

Change of Control

 

Upon the occurrence of a change of control, including the acquisition of voting control or direction over more than 50% of the Common Shares of the Company (“Change of Control”), the Company will be required to make an offer to purchase all of the Notes at a price equal to the lesser of: (i) 104.5% of the principal amount thereof plus accrued and unpaid interest; and (ii) 100% of the total remaining scheduled principal payments until the Maturity Date together with unpaid interest thereon.

 

Conditions

 

The Subscription Letter, and the Subscribers respective commitments to purchase Notes thereunder, are subject to the following conditions:

 

· the closing of the Transaction as contemplated by the Share Purchase Agreement substantially contemporaneously with the purchase of the Notes;

 

· no provision of the Share Purchase Agreement shall have been amended or modified, and no condition therein shall have been waived, in such a way as to be materially adverse to the interests of the Subscribers;

 

· the approval for the listing and posting for trading on the TSX and the NYSE American LLC (the “NYSE American”) of the Common Shares issuable upon conversion of the Notes and the Warrants, subject only to the satisfaction of the customary listing conditions of the TSX and the NYSE American;

 

· approval by the Disinterested Shareholders of the Concurrent Private Placement; and

 

· the concurrent funding of all amounts under the Subscription Letter and the other Financings.

 

For clarity, if the Concurrent Private Placement is not approved, then all Subscribers (including those other than Fairfax and Mr. Lassonde) will be released from their obligations under the Subscription Letter.

 

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Termination

 

Pursuant to the terms of the Subscriptions Letter, the Subscribers funding obligations thereunder will terminate upon the earliest of: (i) the termination of the Share Purchase Agreement in accordance with its terms; (ii) the termination of the other Financings in accordance with their terms; and (iii) the fulfillment of all obligations under the Subscription Letter, including the purchase of the Notes.

 

Expenses

 

The Company is responsible for its own fees and expenses and will reimburse the Subscribers for their reasonable expenses (including reasonable legal fees, disbursements and taxes) in connection with the Concurrent Private Placement.

 

Closing

 

According to the terms of the Subscription Letter, the Concurrent Private Placement will close concurrently with, and is conditional upon, the closing of the Transaction.

 

CONTROL PERSON ISSUANCE

 

Pursuant to the Subscription Letter, upon completion of the Concurrent Private Placement, Fairfax will receive Notes in the aggregate principal amount of US$150,000,000 and 17,544,303 Warrants. Upon conversion in full of the Notes and exercise of all of the Warrants issued to Fairfax in accordance with the terms thereof (as described under the heading “Terms of the Notes” above), Fairfax will be entitled to receive an approximate aggregate of 44,126,581 Common Shares.

 

According to section 604(a)(i) of the TSX Company Manual, shareholder approval is required where any issuance would “materially affect control” of the issuer, which is defined therein as the creation of a holding of more than 20% of the voting securities of the issuer by one security holder or a combination of security holders acting together. As the Concurrent Private Placement may result in Fairfax holding more than 20% of the Common Shares, the issuance of the Notes and Warrants, including the Common Shares issuable upon conversion or exercise thereof, is subject to the approval by an ordinary resolution of the Shareholders, excluding the votes attached to the 56,817,229 Common Shares owned or controlled by Fairfax, representing approximately 17.7% of the total issued and outstanding Common Shares as of the Record Date. Such resolution forms part of the Financing Resolution. See the section entitled “The Concurrent Private Placement Under MI 61-101”, for a description of the anticipated effect of the Concurrent Private placement on the holdings of Fairfax.

 

THE CONCURRENT PRIVATE PLACEMENT UNDER MI 61-101

 

As provided under the heading “Voting securities and principal holders thereof – Principal Shareholders” above, Mr. Lassonde and Fairfax hold more than 10% of the voting securities of the Company and are therefore “related parties” of the Company under MI 61-101.

 

As Fairfax and Mr. Lassonde are “related parties” of the Company as defined under MI 61-101, the issuance of the Notes and Warrants is a “related party transaction” within the meaning MI 61-101. However, as neither the fair market value of the securities acquired, nor the consideration for the securities paid, insofar as it involves Fairfax and Mr. Lassonde, exceeds 25% of the Company’s market capitalization, the issuance of securities is exempt from the formal valuation requirements of Section 5.4 of MI 61-101 pursuant to Subsection 5.5(a) of MI 61-101 and exempt from the minority approval requirements of Section 5.6 of MI 61-101 pursuant to Subsection 5.7(1)(a) of MI 61-101.

 

The following table describes the anticipated effect of the Concurrent Private Placement (upon conversion and exercise of all such holder’s Notes and Warrants, respectively), based on an estimate as of the Record Date, on the percentage of Common Shares controlled by Fairfax and Mr. Lassonde:

 

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              Number and percentage of the issued and
outstanding Common Shares (on a partially
diluted basis)(2)(3)
 
  Related Party   Principal
Amount of
Notes(1)
  Warrants   Prior to the Private
Placement
    Immediately following
the Private Placement
 
  Fairfax   US$150,000,000   17,544,303   56,817,229 or 17.7%     100,963,810 or 27.6%  
  Pierre Lassonde   US$14,000,000   1,637,467   37,435,963 or 11.5%     41,554,442 or 12.6%  

 

Notes:  
1. Based on the Conversion Price, 26,582,278 Common Shares are issuable to Fairfax and 2,481,012 Common Shares are issuable to Mr. Lassonde upon conversion of all Notes of such holder, representing, together with the Common Share issuable upon the exercise of such holder’s Warrants (as set out in Column #3), 13.7% and 1.3% of the issued and outstanding Common Share as of the Record Date, respectively.
2. On a partially diluted basis assuming conversion of the Notes and Warrants acquired pursuant to the Concurrent Private Placement, and the conversion of any convertible securities held prior to the Concurrent Private Placement.
3. Total issued and outstanding Common Shares of the Company for the purposes of calculating percent ownership is as of the Record Date, which is being provided as an example for Shareholders to better understand the anticipated effect of the Concurrent Private Placement.

 

RECOMMENDATION OF THE BOARD

 

The Disinterested Shareholders will be asked to approve the Financing Resolution, as set forth in Schedule “A” hereto, in order to approve the Concurrent Private Placement.

 

In respect of the Concurrent Private Placement, the Board, along with its financial and legal advisors, considered the terms of the financing relative to alternative funding structures and market conditions, considering factors such as pricing, dilution, yield, cost of capital, and the strategic alignment between the Company and investors. After careful consideration, including the evaluation of other funding options, the Board unanimously determined (with Mr. Langley abstaining from voting) that the terms of the Concurrent Private Placement were fair, reasonable, and in the best interest of the Company.

 

AFTER CAREFUL CONSIDERATION OF THE CONCURRENT PRIVATE PLACEMENT, THE BOARD (EXCLUDING MR. LANGLEY) HAS UNANIMOUSLY RECOMMENDED THAT SHAREHOLDERS VOTE IN FAVOUR OF THE FINANCING RESOLUTION.

 

IN THE ABSENCE OF CONTRARY DIRECTIONS THE NAMED PROXYHOLDER INTENDS TO VOTE PROXIES IN THE ACCOMPANYING FORM IN FAVOUR OF THE FINANCING RESOLUTION.

 

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

 

Scott Langley, a director of the Company, is also an officer of Newmont which may constitute a disclosable interest within the meaning of Section 120(1) of the CBCA and, accordingly pursuant to Section 120(5) of the CBCA, Mr. Langley has disclosed this interest in the Transaction and abstained from participating in any discussions and voting on all resolutions of the Board concerning the Transaction.

 

SECURITIES LAW MATTERS

 

COMPLIANCE WITH MI 61-101 REQUIREMENTS

 

The securities regulatory authorities in the Provinces of Ontario, Alberta, Manitoba, Québec and New Brunswick have adopted MI 61-101, which regulates certain transactions to ensure the protection and fair treatment of securityholders by requiring enhanced disclosure, approval by a majority of securityholders (excluding interested or related parties) and, in certain cases, independent valuations.

 

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The protections afforded by MI 61-101 apply to, among other transactions, “related party transactions” (as such term is defined in MI 61-101) which include a transaction between the issuer and a person that is a “related party” (as such term is defined in MI 61-101) of the issuer at the time the transaction is agreed to, whether or not there are also other parties to the transaction, as a consequence of which, either through the transaction itself, or together with connected transactions, the issuer directly or indirectly sells, transfers or disposes of an asset to the related party.

 

The Company is subject to the requirements of MI 61-101, on account of being a reporting issuer in all of the provinces in which the securities regulatory authorities have adopted MI 61-101.

 

PRIOR VALUATIONS

 

To the knowledge of the directors and senior officers of the Company, there have been no “prior valuations” (as defined in MI 61-101) prepared in respect of the Company within the 24 months preceding the date of this Circular.

 

PRIOR OFFERS

 

The Musselwhite Mine was subject to a bid process wherein Newmont solicited offers for their purchase. The bid process, including any participants or bone fide prior offers therein, is confidential information held by Newmont and GCL.

 

AUDITOR

 

On March 25, 2020, Ernst & Young LLP (“Ernst & Young”) was appointed as the auditor of Orla, which appointment was last approved by Shareholders at the annual general meeting held on June 20, 2024.

 

OTHER

 

The Company confirms that during the process of review and approval of the Transaction, other than as disclosed herein, there was no materially contrary view or abstention by a director or any material disagreement in the Board. Certain directors with a conflict of interest abstained from participating in any discussion and voting on all resolutions of the Board concerning the Transaction.

 

INFORMATION RELATING TO GCL

 

Goldcorp Canada Ltd. is a private Canadian company incorporated under the Federal laws of Canada. GCL is a wholly owed subsidiary of Goldcorp. which, in turn, is a wholly owned subsidiary of Newmont Corporation. GCL acquired Musselwhite Mine in 2006 and has held a 100% interest in the Musselwhite Mine since its acquisition. In 2019, Newmont acquired GCL and all its properties through Newmont’s acquisition of Goldcorp.

 

INFORMATION RELATING TO THE COMPANY

 

Orla is a Canadian company listed on the TSX and on the NYSE American. Orla’s corporate strategy is to acquire, explore, develop, and operate mineral properties where its expertise can substantially increase stakeholder value.

 

The Company was incorporated under the Business Corporations Act (Alberta) on May 31, 2007 as a Capital Pool Company (as defined by the TSX Venture Exchange). On June 3, 2010, the Company was continued into British Columbia under the Business Corporations Act (British Columbia) and on April 21, 2015, the Company was continued into Ontario under the Business Corporations Act (Ontario). On June 12, 2015, the Company changed its name from “Red Mile Minerals Corp.” to “Orla Mining Ltd.” On December 2, 2016, in order to facilitate the acquisition of Pershimco Resources Inc. (“Pershimco”), the Company was continued as a federal company under the CBCA. Following the continuance, on December 6, 2016, the plan of arrangement under the CBCA involving Orla and Pershimco was affected.

 

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Pursuant to the plan of arrangement, among other things, Orla and Pershimco were amalgamated and continued as one company under the name “Orla Mining Ltd.”

 

The Company’s registered office and its head and principal office is located at Suite 1010 – 1075 West Georgia Street, Vancouver, British Columbia, Canada, V6E 3C9.

 

TRADING PRICE AND VOLUME

 

The Common Shares are listed for trading on the TSX (trading symbol: OLA) and the NYSE American (trading symbol: ORLA). The following table sets forth, for the calendar periods indicated, the high and low trading prices and composite volume of trading of our Common Shares as reported on the TSX up to the day immediately prior to the date hereof.

 

TSX

 

 

Month

 

High

(C$)

 

Low

(C$)

 

 

Volume

May 2024   6.05   5.12   9,047,318
June 2024   5.82   5.22   5,563,777
July 2024   5.75   5.02   6,178,592
August 2024   5.98   4.60   7,107,636
September 2024   5.94   5.24   4,361,357
October 2024   7.15   5.40   7,648,273
November 2024   6.94   5.36   7,070,176
December 1 to December 8, 2024   7.72   6.65   2,709,349

 

The following table sets forth, for the calendar periods indicated, the high and low trading prices and composite volume of trading of our Common Shares as reported on the NYSE American up to the day immediately prior to the date hereof.

 

NYSE American

 

Month  

High

(US$)

 

Low

(US$)

  Volume
May 2024   4.50   3.76   694,144
June 2024   4.26   3.79   817,996
July 2024   4.20   3.62   446,114
August 2024   4.40   3.25   584,347
September 2024   4.38   3.87   816,943
October 2024   5.15   3.98   988,526
November 2024   4.94   3.82   1,028,030
December 1 to December 8, 2024   5.47   4.73   287,947

 

The price of the Common Shares as quoted by the TSX and NYSE American on November 15, 2024, being the last trading day prior to the date upon which the Transaction was publicly announced, was C$5.55 and US$3.94, respectively.

 

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HOLDINGS OF DIRECTORS AND OFFICERS

 

The below table describes the securities in the Company held by its directors and officers:

 

Name and Position   Number of
Common
Shares
  Number of
RSUs and
DSUs
  Number of
PSUs
  Number of
Options
  Percentage of
Total
Outstanding
(Partially
Diluted)(5) 
                     
Officers                    

Jason Simpson

President and Chief Executive

Officer

 

 

1,923,248

 

 

222,248

 

 

205,565

 

 

912,453

 

 

0.95%

Etienne Morin

Chief Financial Officer

  224,275   102,687   103,939   370,693   0.22%

Andrew Cormier

Chief Operating Officer

  82,200   45,616   109,249   331,299   0.14%

Sylvain Guerard

Senior Vice President,

Exploration

 

 

14,481

 

 

33,687

 

 

38,281

 

 

311,573

 

 

0.11%

Paul Mann

Vice President, Finance and

Accounting

 

 

200,000

 

 

28,498

 

 

-

 

 

51,146

 

 

0.09%

Andrew Bradbury
Vice President, Investor Relations and Corporate

Development

 

 

13,878

 

 

25,497

 

 

-

 

 

76,958

 

 

0.04%

Paul Schmidt

Vice President, Human

Resources

 

 

1,030

 

 

29,670

 

 

-

 

 

97,186

 

 

0.04%

Brendan DePoe

Corporate Counsel and

Corporate Secretary

 

 

-

 

 

21,567

 

 

-

 

 

87,792

 

 

0.03%

Non-Executive Directors                    
Charles Jeannes(1)    3,480,583   244,894   -   154,831   1.52%
Tim Haldane   -   143,347       17,962   0.05%
Elizabeth McGregor(2)    24,400   106,608       80,409   0.09%
Jean Robitaille   1,809,950   136,271   -   80,409   0.63%
David Stephens(3)    12,500   123,394   -   37,503   0.07%
Tamara Brown   4,400   26,580   -   50,186   0.03%
Ana Sofía Ríos   -   41,875   -   -   0.01%
Rob Krcmarov   7,273   48,328   -   -   0.02%
Scott Langley(4)    -   -   -   -   -

 

Notes:  
1. In addition to the securities listed above, Mr. Jeannes owns, directly or indirectly, 500,000 bonus shares and 520,000 common share purchase warrants, entitling him to acquire 500,000 Common Shares and 520,000 Common Shares, respectively, upon becoming issuable or exercise, as applicable.

 

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2. In addition to the securities listed above, Ms. McGregor owns, directly or indirectly, 65,000 common share purchase warrants, entitling her to acquire 65,000 Common Shares upon exercise.

3. In addition to the securities listed above, Mr. Stephens owns, directly or indirectly, 65,000 common share purchase warrants, entitling him to acquire 65,000 Common Shares upon exercise.

4. Mr. Langley acts as Newmont’s nominee but does not own any Common Shares in his personal capacity.

5. As the performance share units (PSUs) of the Company are cash settled, the partially-diluted calculation includes only stock options, restricted share units (RSUs), deferred share units (DSUs) and common share purchase warrants.

6. For detailed information about the Company’s equity compensation arrangements, specifically, the Company’s stock option plan, performance share unit plan, restricted share unit plan and deferred share unit plan, please refer to the Management Information Circular of the Company dated May 14, 2024, prepared for its most recent annual meeting of shareholders held on June 20, 2024 and filed on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

 

Except Mr. Langley, to whom it is possible some indirect benefit could flow as a function of his employment with Newmont, the above persons will not receive any direct or indirect benefits from the Transaction.

 

MATERIAL CHANGES IN THE AFFAIRS OF THE COMPANY

 

Except as otherwise described or referred to in this Circular, our directors and officers are not aware of any plans or proposals for material changes in the affairs of the Company.

 

ARRANGEMENTS BETWEEN THE COMPANY AND SECURITY HOLDERS

 

Except the Voting Agreements or as disclosed elsewhere in this Circular, the Company has not made and is not proposing to make any agreement, commitment or understanding to a security holder of the Company relating to the Transaction.

 

PREVIOUS PURCHASES AND SALES

 

Excluding Common Shares issued with respect to the Company’s equity compensation arrangements, no securities of the Company have been issued during the 12-month period prior to the date of this Circular, other than the below:

 

Type of Security

 

Date of

Issuance

 

Number of
Common Shares

Issued

 

 

Price per Common

Share

 

Reason for Issuance

Common Shares(1)   April 29, 2024   2,220,901   C$5.50(2)   Acquisition of Contact Gold Corp.

Note:

1. On April 29, 2024, the Company completed the acquisition of Contact Gold Corp. (“Contact”) through a court-approved plan of arrangement. On closing of this transaction, shareholders of Contact received 0.0063 Common Shares for each share of Contact held. This resulted in the issuance of 2,220,901 Common Shares to Contact shareholders.
2. The fair value of Common Shares issued was determined using the Company’s closing share price of C$5.50 on the trading day immediately prior to the date of closing of the transaction with Contact.

 

DIVIDENDS

 

The Company has not paid any dividends on its Common Shares since its incorporation. The Company has no present intention of paying dividends on its Common Shares, as it anticipates that all available funds will be invested to finance the growth of its business. The payment of future cash dividends, if any, will be reviewed periodically by the Board and will depend upon, among other things, conditions then existing including earnings, financial condition, and capital requirements, restrictions in financing agreements, business opportunities and conditions, and other factors. In addition, under the terms of the Company’s existing RCF, the Company is prohibited from declaring, paying, or setting aside for payment any dividend on the Common Shares unless certain financial covenants and ratios are met.

 

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RISK FACTORS

 

In evaluating whether to approve the Shareholders Resolutions, Shareholders should carefully consider the following risk factors. Additional risks and uncertainties, including those currently unknown to or considered immaterial by the Company may also adversely affect the Transaction or the Concurrent Private Placement. The following risk factors are not a definitive list of all risk factors associated with the Transaction or the Concurrent Private Placement.

 

RISKS RELATING TO THE TRANSACTION

 

Failure to complete the Transaction

 

There can be no assurance that the Transaction will be completed, or if completed, that it will be completed on the same or similar terms to those set out in the Share Purchase Agreement. The completion of the Transaction is subject to the satisfaction of a number of conditions, some of which are outside the control of the Company, including, among other things, the approval of the Shareholders Resolutions, the completion of the Transaction on the terms of the Share Purchase Agreement, the consummation of the Pre-Closing Reorganization, the completion of the Concurrent Private Placement and the other Financings, and the parties having obtained all required government or regulatory approvals. If these conditions are not satisfied (or waived) the Transaction will not be completed.

 

If the Transaction is not completed, the ongoing business of the Company may be adversely affected as a result of the costs (including opportunity costs) incurred in respect of pursuing the Transaction, and the Company could experience negative reactions from the financial markets, which could cause a decrease in the market price of Common Shares, particularly if the current market price reflects market assumptions that the Transaction will be completed or completed on certain terms. Failure to complete the Transaction or a change in the terms of the Transaction could each have a material adverse effect on the Company’s business, financial condition and results of operations.

 

Risks associated with the Purchase Price

 

Upon completion of the Transaction, the Company will pay the Base Purchase Price and, contingent on the price of gold at such time, may be required to pay the First Deferred Amount and Second Deferred Amount. While the Purchase Price is the result of consultation with financial advisors and the Formal Valuation, the value of the Musselwhite Mine is based on certain assumptions and predictions, including the price of gold, and there can be no assurances that the Purchase Price will reflect the actual realized future value of the Musselwhite Mine.

 

Transaction-related costs in connection with the Transaction

 

The Company has incurred, and expects to continue to incur, non-recurring transaction-related expenses in connection with the Transaction, including costs relating to obtaining Shareholder approval for the Transaction and the Concurrent Private Placement. Additional unanticipated costs may be incurred by the Company prior to the Closing Date in connection with the Transaction. Even if the Transaction is not completed, the Company will be obliged to pay certain costs relating to the Transaction, such as legal, accounting, financial advisory and printing fees.

 

The Transaction may divert the attention of Management

 

The pending Transaction could cause the attention of Management to be diverted from the day-to-day operations. These disruptions could be exacerbated by a delay in the completion of the Transaction and could have an adverse effect on the business, operating results or prospects of the Company regardless of whether the Transaction is ultimately completed.

 

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Conflicts of Interest

 

In considering the recommendation of the Board to vote in favour of the Shareholders Resolutions, Shareholders should be aware that Mr. Langley is a board member of the Company and Group Head, Corporate Development of Newmont and, as such, has recused himself from participating in any discussions or approvals related to the Transaction.

 

The Formal Valuation

 

Davidson delivered the Formal Valuation on November 17, 2024, and their valuation of the market value of the Musselwhite Mine is current as of such date. As the Formal Valuation has not been, nor will it be, updated prior to the completion of the Transaction, it does not reflect changes, circumstances, developments or events that may have occurred or may occur after the date of such Formal Valuation. A summary of the Formal Valuation, and the limitations and qualifications contained therein, can be found under the heading “The Transaction – Formal Valuation”. Please refer to the full text of the Formal Valuation, which is attached to this Circular as Schedule “C”.

 

The Formal Valuation was necessarily based on economic, market, financial and other conditions as they existed on, and on the information made available to Davidson as of, the date the Formal Valuation. The Formal Valuation does not speak as of the time the Transaction will be completed or as of any date other than the date of the Formal Valuation. Although subsequent developments may affect its Formal Valuation, Davidson has no obligation to update, revise or reaffirm its opinion. These developments may include changes to the operations and prospects of the Musselwhite Mine, regulatory or legal changes, general market and economic conditions and other factors that may be beyond the control of the Company.

 

Due diligence

 

While the Company conducted due diligence with respect to entering into the Share Purchase Agreement, there are risks inherent in any transaction. Specifically, there could be unknown or undisclosed risks or liabilities of the Musselwhite Mine. Any such unknown or undisclosed risks or liabilities could materially and adversely affect the Company’s financial performance and results of operations. It is currently anticipated that the Transaction will be accretive; however, the outcome of such a transaction may be materially different. The Company could encounter additional transaction and enforcement-related costs and may fail to realize all of the potential benefits from the Share Purchase Agreement. Any of the foregoing risks and uncertainties could have a material adverse effect on the Company’s business, financial conditional and results of operations.

 

Failure to complete the Concurrent Private Placement

 

The Company intends to complete the Concurrent Private Placement; however, completion of the Concurrent Private Placement is subject to the completion of the Transaction, Disinterested Shareholder approval, the consummation of the other Financings, the receipt of requisite regulatory approvals, and other matters. There can be no certainty, nor can the Company provide any assurance, that the Concurrent Private Placement will be completed. In the event that any Subscriber were to breach their commitment under the Subscription Letter the Company will have less access to the funds required in connection with consummating the Transaction, which could materially affect the Company’s ability to discharge its obligations thereunder.

 

Material control of Fairfax

 

Following completion of the Concurrent Private Placement, and upon conversion of the Notes and exercise of Warrants acquired thereunder, Fairfax is expected to have control over sufficient shares to materially affect control of the Company. See “Control Person Issuance” and “The Concurrent Private Placement” above for further information regarding the issuance of Notes to Fairfax. For so long as Fairfax maintains significant interests in the Company, it will have the ability to exercise certain influence with respect to the affairs of the Company and significantly affect the outcome of the votes of Shareholders. The interests of Fairfax may differ from those of other Shareholders.

 

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As a result of the significant holdings of Fairfax, the Common Shares may be less liquid and may trade at a relative discount compared to circumstances where Fairfax did not have the ability to influence or determine matters affecting the Company. Additionally, their significant interest in the Company may discourage transactions involving a change of control of the Company, including transactions in which an investor, as a holder of Common Shares, might otherwise receive a premium for its Common Shares over the then-current market price.

 

Market price of the Common Shares

 

If the Concurrent Private Placement is completed, a significant number of additional securities convertible into Common Shares will be issued and, upon conversion thereof, a significant amount of Common Shares will be issued and will become available for trading in the public market. Any increase in the number of Common Shares may lead to sales of such shares or the perception that such sales may occur, either of which may adversely affect the market for, and the market price of, Common Shares.

 

Indebtedness and Gold Prepay

 

The Transaction will materially increase the indebtedness of the Company which may restrict the Company’s operational flexibility to respond to changing business and economic conditions. Upon the closing of the Transaction, the Company will become subject to approximately US$450,000,000 in new debt, being the approximate aggregate debt to be incurred pursuant to the closing of the Financings. Additionally, the Company will be required to deliver a portion of its gold production to the Gold Prepay Lenders pursuant to the terms of the gold prepay. The gold prepay and the indebtedness will impact the portion of the Company’s cash flow available for other business opportunities by (i) reducing the available cash flow, and (ii) allocating a significant portion of the remaining cash flow to service principal and interest payments, respectively. The Company’s ability to meet these obligations will depends on its future performance, which is subject to a variety of risks, including economic, financial, competitive, and other factors beyond its control. The Company may not generate cash flow from operations in the future sufficient to service debt and make necessary capital expenditures or produce sufficient gold ounces to meet its obligations under the gold prepay. If the Company is unable to generate such cash flow or meet its gold delivery obligations, it may be required to adopt one or more alternatives, such as selling assets, restructuring debt, or obtaining additional equity capital on terms that may be onerous or highly dilutive. The Company’s ability to refinance its indebtedness or the gold prepay will depend on the capital markets and its financial condition at such time. The Company may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default. The terms of the documents required to consummate the Financings, including credit agreements, prepay agreements, notes, and other associated documents, will require the Company to satisfy various affirmative and negative covenants and financial ratios. These covenants and ratios limit, among other things, the Company’s ability to incur further indebtedness, create certain liens on assets, engage in certain types of transactions, or pay dividends. The Company can provide no assurances that in the future, it will not be limited in its ability to respond to changes in its business or competitive activities or be restricted in its ability to engage in mergers, acquisitions, or dispositions or acquisitions of assets. Furthermore, a failure to comply with these covenants and ratios would likely result in an event of default under such agreements and may allow the lenders to accelerate the debt or the prepay, which could materially and adversely affect the Company’s business, financial condition, and results of operations, as well as the market price of the Company’s securities.

 

RISKS RELATING TO THE ACQUISITION OF THE MUSSELWHITE MINE

 

Production Estimates

 

Forecasts of future production at the Musselwhite Mine are estimates based on interpretation and assumptions, and actual production of the Musselwhite Mine may be less than estimated. The Company’s ability to achieve and maintain full production rates at the Musselwhite Mine is subject to a number of risks and uncertainties, the occurrence of any of which could result in delays, slowdowns or suspensions and ultimately, the failure to achieve and maintain full production rates.

 

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The Musselwhite Mine‘s production estimates are dependent on, among other things, the accuracy of mineral reserve and mineral resource estimates, the accuracy of its life of mine plans, the accuracy of assumptions regarding ore grades and recovery rates, weather conditions and minimizing the impacts of extreme weather events, ground conditions, physical characteristics of ores, such as hardness and the presence or absence of particular metallurgical characteristics, the accuracy of estimated rates and costs of mining and processing, including without limitation, operating expenses, cash costs and all-in sustaining costs, mill availability, reliability of equipment and machinery, the accuracy of assumptions and estimates relating to tailings storage facility capacity, the performance of the processing circuit or other processes, water supply and/or quality, the receipt and maintenance of permits and the availability of a sufficient amount of people to perform the work necessary to maintain production as estimated. The actual production of the Musselwhite Mine and other projected economic and operating parameters may not be realized for a variety of reasons, including those identified under the heading “Operating Risks” below. The failure of the Company to achieve its production estimates could have a material adverse effect on the Company’s prospects, results of operations and financial condition.

 

Cost Estimates

 

Cost estimates associated with the Musselwhite Mine are prepared based on operating costs, capital costs and closure costs. Actual costs are dependent on a number of factors, including the exchange rate between the United States dollar and the Canadian dollar, refining charges, penalty elements in concentrates, royalties, the price of gold and by-product metals, the cost of inputs used in mining operations and production levels.

 

The actual costs of the Musselwhite Mine may vary from estimates for a variety of reasons, including changing waste-to- ore ratios, ore grade metallurgy, weather conditions, ground conditions, labour and other input costs, commodity prices, general inflationary pressures and currency exchange rates, as well as those risks identified under the heading “Operating Risks” below. Failure to achieve cost estimates or material increases in costs could have an adverse impact on the Company’s future cash flows, profitability, results of operations, ability to execute its strategic plans and financial condition.

 

Changes in Metal Prices

 

The Company’s earnings, cash flows and financial condition are subject to risk due to fluctuations in the market price of gold. Metal prices have historically fluctuated widely. Metal prices are affected by numerous factors beyond the Company’s control, including:

 

· the strength of the United States and Canadian economies, and the economies of other industrialized and developing nations;

 

· global and regional political and economic conditions;

 

· the relative strength of the United States and Canadian dollar, respectively, and other currencies;

 

· expectations with respect to the rate of inflation;

 

· interest rates; and

 

· worldwide production.

 

Future metal price declines could cause continued development of, and commercial production from, the Musselwhite Mine to be uneconomic. Depending on the price of gold, the Company’s cash flow from mining operations at the Musselwhite Mine may be insufficient to meet its operating needs and capital expenditures, and as a result the Company could experience losses and/or may curtail or suspend some or all of its exploration, development, construction and mining activities or otherwise revise its mine plans and exploration, development and construction plans, and could lose its interest in, or be forced to sell, some or all of its interest in the Musselwhite Mine.

 

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Reserve calculations and mine plans that are revised using significantly lower gold and other metal prices could result in significant reductions in estimated mineral reserves and mineral resources as well as revisions in the life of mine plans for the Musselwhite Mine, which in turn could result in material write-downs of the Company’s investments in the Musselwhite Mine and increased depletion, reclamation and closure charges. Depending on the price of gold or other metals, the Company may determine that it is impractical to commence or, if commenced, to continue commercial production at the Musselwhite Mine. Any of these factors could result in a material adverse effect on the Company’s results of operations and financial condition.

 

In addition to adversely affecting the Musselwhite Mine mineral reserve and mineral resource estimates and its financial condition, declining metal prices can impact operations by requiring a reassessment of the feasibility of a particular project or mine. Such a reassessment may be the result of a management decision or may be required under financing arrangements related to the Musselwhite Mine. Even if a project or mine is ultimately determined to be economically viable, the need to conduct such a reassessment may cause substantial delays and/or may interrupt exploration or operations until the reassessment can be completed, which may have a material adverse effect on the Company’s results of operations and financial condition.

 

Operating Risks

 

Mining operations generally involve a high degree of risk. The Company’s operations at the Musselwhite Mine will be subject to all the hazards and risks normally encountered in the exploration, development and production of gold including unusual and unexpected ground conditions or geologic formations, seismic activity, fracturing, rock bursts, rock slides, mud rushes, water inflow events, air blasts, cave-ins, slope or pit wall failures, rock falls, flooding, fire, explosions, dust emissions, metal losses, theft, periodic interruption due to inclement or hazardous weather conditions, equipment failure and other conditions that would impact the drilling and removal of material or otherwise impact the safety and efficiency of mine operations and the individuals who work within such mining operations. In addition, production may be adversely impacted by theft, fraud or industrial accidents, as well as other potential issues such as actual ore mined varying from estimates of grade or tonnage, dilution, block cave performance and metallurgical or other characteristics, significant increases or decreases in precipitation resulting in an over or under supply of water, treated water quality that is too low to allow for discharge when needed, interruptions in or shortages of electrical power, interruptions in delivery or shortages of required inputs or supplies, labour shortages or strikes, claims by or disagreements with First Nations and other Indigenous groups, restrictions or regulations imposed by government agencies or changes in the regulatory environment.

 

Operations at the Musselwhite Mine may encounter delays in or losses of production due to the deterioration, malfunction, misuse, breakdown or failure of its mobile or fixed equipment. Further, this equipment may require a long time to procure, build, install or repair due to delays in the delivery or lack of availability of equipment, spare parts or technicians with applicable expertise, which may impede maintenance activities on equipment. In addition, equipment may be subject to aging if not replaced, or through inappropriate use or misuse, or improper or unavailable storage conditions may become obsolete, which could adversely impact the Company’s operations, profitability and financial results.

 

The occurrence of one or more of these events may result in the death of, or personal injury to, employees, other personnel or third parties, the loss or theft of mining equipment, damage to or destruction of mineral properties or production facilities, monetary losses, deferral or unanticipated fluctuations in production, suspension, curtailment or termination of operations, environmental damage and potential legal liabilities, any of which may adversely affect the Company’s business, reputation, prospects, results of operations and financial condition.

 

Permitting Risks

 

Operations at the Musselwhite Mine, development projects, closure sites and exploration activities are subject to receiving and maintaining licenses, permits and approvals, including regulatory relief or amendments, (collectively, “permits”) from appropriate governmental authorities.

 

Page 77


 

The Company may be unable to obtain on a timely basis or maintain in the future all necessary permits required to explore, develop and operate the Musselwhite Mine. Delays may occur in connection with obtaining necessary renewals of permits for the existing operations and activities at the Musselwhite Mine, additional permits for existing or future operations or activities, or additional permits associated with new or amended laws or regulations. It is possible that previously issued permits may be suspended, revoked or lapse for a variety of reasons.

 

There can be no assurance that the Company will receive or continue to hold all permits necessary to develop or operate at the Musselwhite Mine. Even if permits or renewals are available, the terms of such permits may be unattractive to the Company and result in the Musselwhite Mine or specific activities being financially unattractive or uneconomic. Any inability to obtain or maintain permits or to conduct mining operations at the Musselwhite Mine pursuant to applicable permits could materially reduce the Company’s production and cash flow and could undermine its profitability.

 

Climate Change Risks

 

Changes in climate conditions could adversely affect the Musselwhite Mine through the impact of (i) more extreme temperatures, energy disruptions, precipitation levels and other weather events; (ii) changes to laws and regulations, including disclosure requirements, related to climate change; and (iii) changes in the price or availability of goods and services required by our business.

 

Climate change may lead to more extremes in temperatures, energy disruptions, precipitation levels and other weather events, and cause both direct and indirect impacts on the Musselwhite Mine. Extreme high or low temperatures could impact the operation of equipment and the safety of personnel at the Musselwhite Mine, which could result in damage to equipment, injury to personnel, cost increases and production disruptions. Extreme high or low temperatures could also impact the surrounding areas and communities leading to more difficult living conditions and potentially resulting in labour shortages or disruptions. Energy disruptions could affect operations at the Musselwhite Mine, including the ability to operate essential machinery, technology and other equipment, and lead to production interruptions.

 

Title Claims and Rights of Indigenous Peoples

 

The Musselwhite Mine claims, tenures, leases, titles and other real property may be subject to the rights or the asserted rights of various community stakeholders, including First Nations and other Indigenous peoples. The presence of community stakeholders may impact the Company’s ability to develop or operate the Musselwhite Mine or to engage in other related activities. Accordingly, the Musselwhite Mine is subject to the risk that one or more groups may oppose the continued operation, further development or new development or exploration of the Musselwhite Mine. Such opposition may be directed through legal or administrative proceedings, or through protests or other campaigns against the Company’s activities at the Musselwhite Mine.

 

Governments in many jurisdictions must consult with, or require the Company to consult with, Indigenous peoples with respect to grants of mineral rights and the issuance or amendment of project authorizations. On July 21, 2021, the federal government’s UNDRIP Act came into force marking Canada’s first substantive step towards ensuring Canadian federal laws reflect the standards outlined in the United Nations Declaration on the Rights of Indigenous Peoples. It is yet to be determined what near-term impacts and changes, if any, will follow; however, such legislation may potentially have numerous implications for Indigenous groups, government authorities and natural resource project proponents.

 

Consultation and other rights of Indigenous peoples may require accommodation including undertakings regarding employment, royalty payments and other matters. The risk of unforeseen title claims by Indigenous peoples also could affect future development and operations at the Musselwhite Mine.

 

Page 78


 

Tailings Risks

 

Mining companies face innate risks in their operations with respect to tailings storage facilities and structures built for the containment of processed rock that remains after the target minerals are extracted, known as tailings, which will expose the Company to certain risks in connection with operations at the Musselwhite Mine. Unexpected failings or breaches of tailings storage facilities, such as slope failures, foundation failures or erosion, could release tailings and result in extensive environmental damage to the surrounding area as well as damage to property, personal injury or death. Tailings storage facility failures can result in the immediate suspension of mining operations by government authorities and lead to significant costs and expenses, write offs of material assets and the recognition of provisions for remediation, which could affect the Company's operations at the Musselwhite Mine and statements of financial position.

 

The unexpected failure of a tailings storage facility could subject the Company to any or all of the potential impacts discussed below in “Environmental Risks”, among others. A major spill or failure of the tailings facilities (including as a result of matters beyond the Company's control such as extreme weather, a seismic event or other incident) could cause damage to the environment and the surrounding communities, wildlife and areas. Failure to comply with existing or new environmental, health and safety laws and regulations could lead to injunctions, fines, suspension or revocation of permits and other penalties. The costs and delays associated with compliance with these laws, regulations and permits may prevent the Company from proceeding with the development of a project or the operation or further development of the Musselwhite Mine or increase the costs of development or production or otherwise impact the Company's ability to execute its strategic plans, and may materially adversely affect the Company's business, results of operations a the Musselwhite Mine or financial condition. The Company could also be held responsible for the costs associated with investigating and addressing contamination (including claims for natural resource damages) or for fines or penalties from governmental authorities relating to contamination issues at the Musselwhite Mine. The Company could also be found liable for claims relating to exposure to hazardous and toxic substances and major spills, breach or other failure of the tailing facilities. The costs associated with such responsibilities and liabilities could be significant, be higher than estimated and may involve a time consuming clean-up. Furthermore, in the event that the Company is deemed liable for any damage caused by overflow, the Company's losses or consequences of regulatory action might not be sufficiently covered by insurance policies. Should the Company be unable to fully fund the cost of remedying such environmental concerns, the Company could be required to temporarily or permanently suspend operations at the Musselwhite Mine. If any such risks were to occur, this could materially and adversely affect the Company's reputation and its ability to conduct its operations, and could subject the Company to liability and result in a material adverse effect on its business, financial condition and results of operations.

 

Environmental Risks

 

The Musselwhite Mine is subject to environmental regulation in Canada. These regulations address, among other things, endangered and protected species, emissions, noise, air and water quality standards, land use and reclamation. They also set out limitations on the generation, transportation, storage and disposal of solid, liquid and hazardous waste or potentially hazardous substances such as fuel, lime or cyanide.

 

Significant resources are required to comply with environmental laws, regulations and permitting requirements at the Musselwhite Mine. Failure to comply with applicable environmental laws, regulations and permitting requirements may result in injunctions, damages, suspension or revocation of permits and imposition of penalties.

 

The Company may be subject to proceedings in respect of alleged failures to comply with environmental laws, regulations or permitting requirements or of posing a threat to or of having caused hazards or damage to the environment or to persons or property relating to the Musselwhite Mine. While any such proceedings are in process, the Company could suffer delays or impediments to or suspension of operations at the Musselwhite Mine and, even if the Company is ultimately successful, it may not be compensated for the losses resulting from any such proceedings or delays.

 

Page 79


 

Insurance and Uninsured Risks

 

The Musselwhite Mine is subject to a number of risks and hazards generally including adverse environmental conditions, industrial accidents, labour disputes, loss or theft of its products, unusual or unexpected geological conditions, ground or slope or wall failures, cave-ins, metallurgical or other processing problems, fires, operational problems, changes in the regulatory environment and natural phenomena, such as inclement weather conditions, floods, hurricanes and earthquakes. Such occurrences could result in damage to the Musselwhite Mine properties or production facilities or other property, personal injury or death, environmental damage, delays in mining, supply chain disruptions, government service disruptions, monetary losses and possible legal liability.

 

Although the Company will maintain insurance to protect against certain risks at the Musselwhite Mine in such amounts as it considers reasonable, such insurance will not cover all the potential risks associated with the Musselwhite Mine operations. The Company may also be unable to maintain insurance to cover these risks at economically feasible premiums. Losses from these events may cause the Company to incur significant costs that could have a material adverse effect on results of operations and financial condition.

 

Reclamation Costs

 

The Musselwhite Mine operations are subject to closure and reclamation plans that establish obligations to reclaim properties after minerals have been mined from a site. These obligations represent significant future costs for the Company. It may be necessary to revise reclamation timing, concepts and plans, which could increase costs.

 

Reclamation bonds or other forms of financial assurance are often required to secure reclamation activities. Governing authorities require companies to periodically recalculate the amount of a reclamation bond and may require bond amounts to be increased. It may be necessary to revise the planned reclamation expenditures and the operating plan for the Musselwhite Mine in order to fund an increase to a reclamation bond. Reclamation bonds may represent only a portion of the total amount of money that will be spent on reclamation over the life of a mine operation. The actual costs of reclamation set out in the Musselwhite Mine plans are estimates only and may not represent the actual amounts that will be required to complete all reclamation activity. Obtaining regulatory approval of the Company’s reclamation activity may also add additional time and costs to reclamation. If actual costs are significantly higher than current estimates, then results of the Company’s operations and financial position could be materially adversely affected.

 

Availability and Price of Inputs

 

Disruptions in the supply of or the inability to procure products or services required for activities at the Musselwhite Mine, whether on account of suppliers or other factors outside of the Company’s control, could also adversely affect the operations at the Musselwhite Mine. The profitability of the Musselwhite Mine will be affected by the market prices and availability or shortages of commodities or labour which are consumed or otherwise used in connection with the Musselwhite Mine, such as diesel fuel, electricity, steel, concrete, construction material, grinding media, equipment spare parts, explosives and sodium cyanide. Given that the supply of inputs required for the Musselwhite Mine is dependent on the supply chain and transportation routes remaining open and viable, if such routes became unavailable or unpassable, this could materially disrupt operations at the Musselwhite Mine and adversely impact the price of inputs and the Company’s results of operations and financial condition.

 

Mining operations and facilities are intensive users of electricity and carbon-based fuels. The Musselwhite Mine is subject to price risk for fluctuations in the cost of energy, principally electricity and purchased petroleum products, which are subject to carbon taxes. Energy prices can be affected by numerous factors beyond the Company’s control, including global and regional supply and demand, political and economic conditions and applicable regulatory regimes. The prices of various sources of energy may increase significantly from current levels. An increase in energy prices at the Musselwhite Mine for which the Company is not hedged could materially adversely affect its results of operations and financial condition.

 

Page 80


 

Title Risks

 

The acquisition of title to mineral properties is a very detailed and time-consuming process. Title to mineral concessions may be disputed. Although the Company believes it has taken reasonable measures to ensure proper title will be received from the Musselwhite Mine properties, there is no guarantee that title to any of such properties will not be challenged or impaired. Third parties may have valid claims underlying portions of the Musselwhite Mine, including prior unregistered liens, agreements, transfers, royalties or claims, including land claims by First Nations or other Indigenous groups, and title may be affected by, among other things, undetected defects. As a result of these issues, the Company may be constrained in its ability to operate at the Musselwhite Mine or unable to enforce its rights with respect to such properties, or the economics of the Musselwhite Mine may be impacted. An impairment to, or defect in, title to the Musselwhite Mine or a dispute regarding such property or other related rights could have a material adverse effect on the Company’s business, financial condition or results of operations.

 

OTHER BUSINESS

 

Management knows of no amendment, variation or other matter to come before the Meeting other than those set forth in the Notice of Meeting. However, if any other matter properly comes before the Meeting, the Common Shares represented by the accompanying proxy will be voted on such matter in accordance with the best judgment of the person or persons voting the proxy.

 

ADDITIONAL INFORMATION

 

Additional information relating to the Company can be found under the Company’s profile on SEDAR+ at www.sedarplus.ca. Additional financial information is provided in the Company’s comparative financial statements for the year ended December 31, 2023 and 2022, and related management’s discussion and analysis which can be found under the Company’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov or on the Company’s website at www.orlamining.com. Shareholders may also obtain these documents, including the Company’s most recent interim financial report, without charge, upon request at Orla Mining Ltd., Suite 1010 – 1075 West Georgia Street, Vancouver, British Columbia, V6E 3C9.

 

APPROVAL OF DIRECTORS

 

The contents and the sending of this Circular have been approved by the directors of the Company, Mr. Langley having abstained, and a copy of this Circular has been sent to each director, the auditor of the Company and each Shareholder entitled to notice of the Meeting.

 

Page 81


 

DATED as of the 9th day of December, 2024.

  

  “Jason Simpson”  
     
  JASON SIMPSON  
  President, Chief Executive Officer and Director  

 

 


 

SCHEDULE A

SHAREHOLDERS RESOLUTIONS

 

Acquisition Resolution

 

BE IT RESOLVED THAT:

 

1. The Share Purchase Agreement dated November 17, 2024 among Orla Mining Ltd. (the “Company”), 1511583 B.C. Ltd., a wholly owned subsidiary of the Company and Goldcorp Canada Ltd., as it may be amended, modified or supplemented from time to time (the “Purchase Agreement”), and the transactions contemplated therein (the “Transaction”), the actions of the directors of the Company in approving the Purchase Agreement and the Transaction and the actions of the directors and officers of the Company in executing and delivering the Purchase Agreement and causing the performance by the Company of its obligations thereunder are hereby confirmed, ratified, authorized and approved.

 

2. Notwithstanding that this resolution has been approved (and the Purchase Agreement and the Transaction approved and agreed to) by shareholders of the Company, the directors of the Company are hereby authorized and empowered without further notice to or approval of any shareholders of the Company (i) to amend the Purchase Agreement and (ii) not to proceed with the Transaction at any time prior to the Closing Time (as defined in the Purchase Agreement), subject to the terms of the Purchase Agreement.

 

3. Any director or officer of the Company is hereby authorized, empowered and instructed, acting for, in the name and on behalf of the Company, to execute or cause to be executed, under the seal of the Company or otherwise, and to deliver or to cause to be delivered, all such other documents and to do or to cause to be done all such other acts and things as in such person’s opinion may be necessary or desirable in order to carry out the intent of the foregoing paragraphs of these resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or the doing of such act or thing.

 

Financing Resolution

 

BE IT RESOLVED THAT:

 

1. The issuance of senior unsecured convertible notes of the Company up to an aggregate principal amount of US$200,000,000 (the “Notes”), together with the issuance of the common shares of the Company (“Common Shares”) upon conversion thereof, and the issuance of common share purchase warrants of the Company (the “Warrants”), together with the issuance of the Common Shares upon conversion thereof (the “Warrant Shares”), in each case in accordance with the terms thereof, to Pierre Lassonde and Fairfax Financial Holdings Limited (“Fairfax”), or a respective affiliate thereof (the “Concurrent Private Placement”), all as more particularly described in the management information circular of the Company dated December 9, 2024, is hereby confirmed, authorized and approved.

 

2. In connection with the Concurrent Private Placement, the Company is hereby authorized to issue (i) any Common Shares upon the conversion of Notes and (ii) any Warrant Shares upon the exercise of Warrants, in each case in accordance with the terms thereof, including the issuance of any Common Shares or Warrant Shares to Fairfax where such issuance would result in the creation of a holding of more than 20% of the voting securities of the Company by one security holder or a combination of security holders acting together and which would “materially affect control” of the Company pursuant to section 604(a)(i) of the TSX Company Manual.

 

3. Any one director or officer of the Company is hereby authorized, for and on behalf of the Company, to execute and deliver all such further agreements, documents and instruments and to perform all such other acts, deeds and things as such director or officer may deem to be necessary or advisable for the

 

Page -A-1


 

purpose of giving full force and effect to the provisions of this resolution, the execution and delivery by such director or officer of any such agreement, document or instrument or the doing of any such act or thing being conclusive evidence of such determination.

 

4. Notwithstanding the foregoing approval, the directors of the Company be and are hereby authorized to abandon all or any part of these resolutions at any time prior to giving effect thereto without further notice to or approval of the shareholders of the Company.

 

Page -A-2


 

SCHEDULE B

FINANCIAL STATEMENTS

 

(See attached)

 


Page -B-1

 

 

 

 

 

 

 

 

 

 

 

 

 

APPENDIX A

 

 

 

PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

 

 

 

 

 

 

 

 

ORLA MINING LTD.

 

Pro Forma Condensed Combined Financial Statements

 

 

(Unaudited)

 

 

 

 

Pro forma condensed combined balance sheet as at September 30, 2024, as if the Acquisition had taken place at September 30, 2024.

 

 

 

Pro forma condensed combined income statement for the year ended December 31, 2023, that gives effect to the Acquisition as if the Acquisition had occurred on January 1, 2023.

 

 

 

Pro forma condensed interim combined income statement for the nine months ended September 30, 2024, that gives effect to the Acquisition as if the Acquisition had occurred on January 1, 2023.

 

 

 

 

 

 

 

 

 

– page A-1


 

ORLA MINING LTD.

PRO FORMA CONDENSED COMBINED BALANCE SHEET

(Expressed in thousands of US dollars)

 

As at September 30, 2024 (Unaudited)

 

 

 

                 
   

 

Orla Mining
Ltd.

 

Musselwhite
Mine

Reclass

Pro forma
non
recurring

Pro forma
financing

Pro forma
acquisition

note

Pro forma
combined

 

 

Cash and cash equivalents

 

$  180,898

 

$           –

 

 

(58,350)

 

 

 

3(a)

$       97,548

          250,000 3(b)  
          350,000 3(c)  
          200,000 3(d)  
          (810,000) 3(e)(i)  
          (15,000) 3(f)  
  Trade and other receivables 200 1,863 6,486   8,549
  Other receivables 5,308 (5,308)        
  Other current assets 1,178 (1,178)          
  Value added taxes recoverable 8,132     8,132
  Stockpile inventory 1,149 580     1,729
  Inventory 28,788 (28,788)  
  Metal in process inventory 14,984 4,089     2,352 3(e)(ii) 21,425
  Finished goods inventory 8,472 3,492     1,406 3(e)(ii) 13,370
  Materials and supplies inventory 4,225 21,207   25,432
  Prepaid expenses 5,428     5,428
    223,488 37,717   (58,350) 800,000 (821,242)   181,613
  Restricted cash - long term 810     810
  Long-term inventory 6,517     6,517
  Property, plant, and equipment 205,034 968,124       134,316 3(e)(ii) 1,307,474
  Exploration properties 182,168     182,168
  Other long term assets 680 19     699
  TOTAL ASSETS 618,697 1,005,860   (58,350) 800,000 (686,926)   1,679,281
 

 

Trade payables and accrued liabilities

 

23,797

 

22,436

 

19,396

 

 

 

 

 

65,629

  Income taxes payable 25,462 20,706     46,168
  Current portion of long term debt   10,000 3(b) 10,000
  Contingent consideration   6,000 3(e)(i) 6,000
  Deferred revenue   124,800 3(c) 124,800
  Other current liabilities 19,396 (19,396)  
  Convertible notes   164,081 3(d)(i) 170,876
      6,795 3(d)(i)  
    49,259 62,538   305,676 6,000   423,473
  Lease obligations 1,398     1,398
  Contingent consideration   6,000 3(e)(i) 6,000
  Long term debt 58,350   (58,350) 3(a) 240,000
                   
          240,000 3(b)  
                   
  Deferred revenue 8,542   225,200 3(c) 233,742
  Site closure provisions 8,239 79,346   (4,346) 3(g)(i) 83,239
  Deferred income tax liabilities 11,327 203,264   (203,264) 3(e)(ii) 182,215
          170,888 3(e)(ii)  
                   
  Other long term liabilities 849 13,508     14,357
  TOTAL LIABILITIES 137,964 358,656   (58,350) 770,876 (24,722)   1,184,424
 

 

Share capital

 

492,554

 

 

 

 

 

 

 

492,554

  Reserves 24,873   29,124 3(d)(iii) 53,997
  Accumulated other comprehensive income (1,820)     (1,820)
  Retained earnings (34,874) 647,204   (647,204)   (49,874)
          (15,000) 3(f)  
  TOTAL SHAREHOLDERS’ EQUITY 480,733 647,204   29,124 (662,204)   494,857
 

LIABILITIES & SHAREHOLDERS’ EQUITY

 

618,697

 

1,005,860

 

 

(58,350)

 

800,000

 

(686,926)

 

 

1,679,281

 

 

See accompanying notes.

               

 

– page A-2


 

 

ORLA MINING LTD.

 
 

PRO FORMA CONDENSED COMBINED INCOME STATEMENT

 
 

(Figures in tables are expressed in thousands of US dollars)

 
     
  For the year ended December 31, 2023 (Unaudited)  
                 
   

 

Orla Mining

Ltd.

 

Musselwhite

Mine

Reclass

Pro forma

non
recurring

 

Pro forma
financing

 

Pro forma
acquisition

 

 

note

 

Pro forma
combined

 

 

Revenue

 

233,643

 

350,714

         

 

584,357

 

 

Cost of sales – operating costs incl royalties

 

63,467

 

214,410

         

 

277,877

  Cost of sales – DD&A 28,649 80,279   16,790 3(e)(iii) 125,718
  Cost of sales 92,116 294,689   16,790   403,595
  Mine operating earnings 141,527 56,025   (16,790)   180,762
 

 

Office and administration

 

13,408

 

9,267

         

 

22,675

  Transaction costs expensed   15,000 3(f) 15,000
  Exploration and advanced projects 34,616 15,719         50,335
  Reclamation expense 3,152 (3,152)        
  Exploration 7,449 (7,449)        
  Advanced projects, research & development 5,118 (5,118)        
                   
  Interest (income) (5,387)           (5,387)
  Depreciation and amortization 504           504
  Share based payments 3,221           3,221
  Interest and accretion expense 11,838   18,750 3(b)(ii) 57,955
          12,600 3(c)(ii)  
          14,767 3(d)(i)  
  Foreign exchange loss (gain) 1,443           1,443
  Other (gains) and losses 1,547 4,067           5,614
  Impairments 72,743 296,508     369,251
  Net income (loss) before tax expense 7,594 (269,536)   (46,117) (31,790)   (339,849)
  Tax expense 34,604 13,358     (9,420) (9,500)   29,042
Net (loss) and comprehensive (loss) (27,010) (282,894)   (36,697) (22,290)   (368,891)
                   
                   
  Weighted average number of common shares outstanding (millions)                
  Basic 311.5             311.5
  Diluted 311.5              311.5
                   
  Loss per common share                
  Basic $(0.09)             $(1.18)
  Diluted $(0.09)             $(1.18)
                   
                   
  See accompanying notes.                

 

– page A-3


 

 

ORLA MINING LTD.

 
 

PRO FORMA CONDENSED INTERIM COMBINED INCOME STATEMENT

 
 

(Figures in tables are expressed in thousands of US dollars)

 
     
  For the nine months ended September 30, 2024 (Unaudited)  
           
   

 

Orla Mining

Ltd.

 

Musselwhite

Mine

Reclass

Pro forma

non
recurring

 

Pro forma
financing

 

Pro forma
acquisition

 

 

note

 

Pro forma
combined

 

 

Revenue

 

$    251,155

 

$  357,378

         

 

$ 608,533

 

 

Cost of sales - operating costs incl royalties

 

63,374

 

162,684

         

 

226,058

  Cost of sales - DD&A 29,971 88,902   12,592 3(e)(iii) 131,465
  Cost of sales 93,345 251,586   12,592   357,523
                   
  Mine operating earnings 157,810 105,792   (12,592)   251,010
 

 

Office and administration

 

11,765

 

9,136

         

 

20,901

  Exploration and advanced projects 25,046 9,716         34,762
  Reclamation expense 2,545 (2,545)        
  Exploration 5,378 (5,378)        
  Advanced projects, research & development 1,793 (1,793)        
                   
  Interest (income) (9,036)           (9,036)
  Depreciation and amortization 374           374
  Share based payments 2,966           2,966
  Interest and accretion expense 5,888   14,063 3(b)(ii) 40,926
          9,900 3(c)(ii)  
          11,075 3(d)(i)  
                   
  Foreign exchange loss (gain) (5,300)           (5,300)
                   
  Net income before tax expense 126,107 86,940   (35,038) (12,592)   165,417
                   
  Tax expense 63,213 20,555   (7,190) (7,130)   69,448
                   
  Net income and comprehensive income $   62,894 $   66,385   (27,848) (5,462)   $   95,969
                   
  Weighted average number of common shares outstanding (millions)                
  Basic 317.8             317.8
  Diluted 332.0              332.0
                   
                   
  Income per common share                
  Basic $ 0.20             $ 0.30
  Diluted $ 0.19             $ 0.29
                   
                   
                   
  See accompanying notes                

 

– page A-4


 

ORLA MINING LTD.

NOTES TO THE PRO FORMA CONSOLIDATED BALANCE SHEET AND PRO FORMA COMBINED INCOME STATEMENTS

(Figures in tables are expressed in thousands of US dollars)

 

As at and for the nine months ended September 30, 2024 (Unaudited)

 

 

1. BASIS OF PRESENTATION

 

The unaudited pro forma combined balance sheet as at September 30, 2024, and combined income statements for the year ended December 31, 2023 and the nine months ended September 30, 2024 (the "pro forma financial statements") have been prepared by the management of Orla Mining Ltd. ("Orla" or the "Company").

 

The pro forma financial statements give effect to the acquisition pursuant to which all of the issued and outstanding shares of a newly created corporation which holds the Musselwhite Mine will be acquired by Orla as described in note 2 below (the "Acquisition"). The pro forma financial statements have not been adjusted to reflect any non-recurring charges directly related to events that have or may be incurred following the Acquisition.

 

The pro forma financial statements include the following information:

 

· An unaudited pro forma combined balance sheet as at September 30, 2024, prepared from the unaudited combined balance sheet of Orla and information derived from Musselwhite Mine unaudited balance sheet, each as at September 30, 2024, giving effect to (i) the Acquisition as if it had occurred on September 30, 2024, and (ii) the assumptions and adjustments as described in note 3.

 

· An unaudited pro forma combined income statement for the year ended December 31, 2023, prepared from the audited combined income statement of Orla and information derived from Musselwhite Mine audited income statement, each for the year ended December 31, 2023, giving effect to (i) the Acquisition as if it had occurred on January 1, 2023, and (ii) the assumptions and adjustments as described in note 3.

 

· An unaudited pro forma combined statement of loss for the nine months ended September 30, 2024, prepared from the unaudited combined income statement of Orla and information derived from Musselwhite Mine unaudited income statement, each for the nine months ended September 30, 2024, giving effect to (i) the Acquisition as if it had occurred on January 1, 2023, and (ii) the assumptions and adjustments as described in note 3.

 

· These accompanying notes to the pro forma combined statements of loss.

 

The pro forma financial statements have been prepared for illustrative purposes only, and do not purport to represent the results of operations that would have resulted had the Acquisition occurred on January 1, 2023, or January 1, 2024 or September 30, 2024. Further, the pro forma financial statements are not necessarily indicative of the future results of operations which would result from the Acquisition. These pro forma financial statements should be read in conjunction with the audited combined financial statements of Orla as at and for the year ended December 31, 2023. Actual results will be materially different.

 

The pro forma financial statements do not reflect any cost savings, operating synergies or enhancements that the combined company may achieve, or liabilities arising, from the Acquisition. Such savings or liabilities could be material.

 

The accounting policies used in the preparation of the pro forma financial statements are those set out in Orla’s audited combined financial statements as at and for the year ended December 31, 2023. In preparing the pro forma financial statements, a review was undertaken to identify differences between Orla’s accounting policies and those of Musselwhite Mine that could have a material impact on the pro forma financial statements. Material differences identified are discussed in note 3.

 

2. ACQUISITION OF MUSSELWHITE MINE

 

Under the terms of the Share Purchase Agreement, Orla will acquire all the outstanding shares of a newly created wholly-owned subsidiary of Newmont Corporation that will own a 100% interest in the Musselwhite Mine in northern Ontario (the "Transaction").

 

– page A-5


 

ORLA MINING LTD.

NOTES TO THE PRO FORMA CONSOLIDATED BALANCE SHEET AND PRO FORMA COMBINED INCOME STATEMENTS

(Figures in tables are expressed in thousands of US dollars)

 

As at and for the nine months ended September 30, 2024 (Unaudited)

 

 

Consideration for the purchase will consist of an upfront payment of $810 million and up to $40 million in contingent consideration. The upfront payment consists of:

 

· $150 million available on the Company’s existing revolving credit facility (the “RCF”) and a $100 million term loan (the “Term Loan” and together with the RCF, the “Credit Facility”) with a syndicate of lenders comprised of the Bank of Nova Scotia, Bank of Montreal, Canadian Imperial Bank of Commerce and ING Capital LLC;

 

· $350 million gold prepayment (the “Gold Prepayment”) from a syndicate of lenders;

 

· $200 million in senior unsecured convertible notes (the “Convertible Notes”); and

 

· $10 million in cash.

 

The contingent consideration will consist of:

 

· $20 million to be paid if the average spot price of gold exceeds $2,900/oz for the initial one-year period following closing of the Transaction; and

 

· $20 million to be paid if the average spot price of gold exceeds $3,000/oz for the second full year period following closing of the Transaction.

 

3. PRO FORMA ADJUSTMENTS

 

The pro forma balance sheet and pro forma income statements give effect to the following adjustments.

 

(a) Repayment of the Revolving Facility subsequent to September 30, 2024

 

Subsequent to September 30, 2024, the Company repaid the entire balance of the Revolving Facility of $58.35 million which was outstanding at September 30, 2024. Although this repayment is not directly related to the Acquisition, the repayment provided sufficient room in the revolving credit facility (note 3(b)) for it to be used for the Acquisition. Consequently, we included the repayment in these pro forma statements.

 

(b) Credit Facility

 

The Term Loan will have a three-year term with no principal payments during the first two quarters, following which the Term Loan will be repaid in quarterly installments of $5 million, with the balance repaid at maturity. The existing maturity date of August 2027 for the RCF will not change. Orla will have the ability to repay the Credit Facility in full, without penalties, at any time prior to the maturity date. Interest, covenants and other terms of the Credit Facility will be substantially the same as the Company’s existing RCF. The interest rate will be based on the term Secured Overnight Financing Rate ("SOFR") plus an applicable margin ranging from 2.50% to 3.75% based on the Company’s leverage ratio at the end of each fiscal quarter, provided that for the first two quarters there will be a minimum margin of 3.0%. The Credit Facility will be completed in connection with closing of the Transaction.

 

(i) Effect on pro forma balance sheet

 

For the purposes of the pro forma balance sheet, the Credit Facility is presented as long term debt.

 

  Revolving
credit facility

 

Term loan

 

Total

Long term debt – current portion $ $ 10,000 $ 10,000
Long term debt   150,000   90,000   240,000
Total $ 150,000 $ 100,000 $ 250,000

 

– page A-6


 

ORLA MINING LTD.

NOTES TO THE PRO FORMA CONSOLIDATED BALANCE SHEET AND PRO FORMA COMBINED INCOME STATEMENTS

(Figures in tables are expressed in thousands of US dollars)

 

As at and for the nine months ended September 30, 2024 (Unaudited)

 

 

(ii) Effect on pro forma income statements

 

For the purposes of the pro forma income statement for the year ended December 31, 2023, interest and accretion expense on the Credit Facility is approximately $18,750,000.

 

For the purposes of the pro forma income statement for the nine months ended September 30, 2024, interest and accretion expense on the Credit Facility is approximately $14,063,000.

 

(c) Gold Prepayment

 

Under the $350 million Gold Prepayment, the Company will have the obligation to deliver a set number of gold ounces over a three-year term in exchange for $350 million in cash upfront. Approximately 145,000 ounces are expected to be delivered over the three years subsequent to Closing. The Gold Prepayment will be completed in connection with the Transaction and the specific terms of the Gold Prepayment will be concluded at the time of execution.

 

(i) Effect on pro forma balance sheet

 

For the purposes of the pro forma balance sheet, we determined that the Gold Prepayment meets the definition of deferred revenue, as it will be settled directly through the delivery of gold produced at the Company’s mines. The fair value of the Gold Prepayment at September 30, 2024 equals the cash consideration of $350 million.

 

  Total
Deferred revenue – current portion $ 124,800
Deferred revenue – long term 225,200
Total $ 350,000

 

(ii) Effect on pro forma income statements

 

For the purposes of this pro forma, the Gold Prepayment is accreted using an effective interest rate of 4%.

 

Pursuant to the Gold Prepayment, revenue from gold ounces delivered under the agreement would be recognized at the prices agreed within the Gold Prepayment. As of the date of these pro forma statements, the specific ounces and prices of the Gold Prepayment agreement have not yet been concluded, and we have made no adjustment to pro forma revenues. Consequently, revenues could be materially different than those presented here.

 

For the purposes of the pro forma income statement for the year ended December 31, 2023, interest and accretion expense for the Gold Prepayment is approximately $12,600,000.

 

For the purposes of the pro forma income statement for the nine months ended September 30, 2024, interest and accretion expense for the Gold Prepayment is approximately $9,900,000.

 

– page A-7


 

ORLA MINING LTD.

NOTES TO THE PRO FORMA CONSOLIDATED BALANCE SHEET AND PRO FORMA COMBINED INCOME STATEMENTS

(Figures in tables are expressed in thousands of US dollars)

 

As at and for the nine months ended September 30, 2024 (Unaudited)

 

 

(d) Convertible Notes and Warrants

 

For the purposes of the pro forma balance sheet, we determined that the fair value of the Convertible Notes including the associated Warrants was $200 million, as summarized here.

 

Component Total
Convertible notes (note (i)) $ 170,876
Warrants (note (ii)) 29,124
Total $ 200,000

 

(i) Convertible Notes

 

Concurrent with the Transaction, the Company will issue Convertible Notes in an aggregate principal amount of $200 million, with the following terms:

 

· Interest Rate: 4.5% per annum, payable in cash.

 

· Maturity: 5 years from the date of issuance.

 

· Conversion Right: The Convertible Notes may be converted in full or in part at any time prior to the maturity date, by the holder thereof, into common shares (the “Shares”) of Orla.

 

· Conversion Price: The conversion price of the Convertible Notes will be CAD$7.90 per Share (the “Conversion Price”), subject to standard anti-dilution adjustments.

 

· Redemption Right: After the 18-month anniversary of the issuance, the Company may redeem the Convertible Notes, provided that the 20-day volume weighted average price of the Shares is not less than 130% of the Conversion Price. Upon redemption, the Convertible Notes will convert into common shares of the Company at the Conversion Price.

 

The Company’s functional currency is the Canadian dollar, while the Convertible Notes were issued in US dollars. As a result, the conversion option embedded in the Convertible Notes is considered an embedded derivative and is classified as a liability. Consequently, we split the Convertible Notes into their two components, namely the host liability and the conversion right. The conversion right is classified as a liability.

 

    Total
Convertible notes – host liability Financial liability at amortized cost $ 164,081
Convertible notes - derivative liability Financial liability at fair value through profit or loss 6,795
Total   $ 170,876

 

For the purposes of this pro forma, the host liability is accreted using an effective interest rate of 10.2%.

 

For the purposes of the pro forma income statement for the year ended December 31, 2023, the interest expense on the host liability portion of the Convertible Notes is $14,767,000.

 

For the purposes of the pro forma income statement for the nine months ended September 30, 2024, the interest expense on the host liability portion of the Convertible Notes is $11,075,000.

 

(ii) Warrants

 

On Closing, each holder of the Convertible Notes will receive, for each Share issuable upon conversion thereof, 0.66 common share purchase warrants (the “Warrants”) to acquire Shares. The Warrants will have an exercise price of CAD$11.50 per Share and will expire on the fifth anniversary of the closing of the Private Placement.

 

– page A-8


 

ORLA MINING LTD.

NOTES TO THE PRO FORMA CONSOLIDATED BALANCE SHEET AND PRO FORMA COMBINED INCOME STATEMENTS

(Figures in tables are expressed in thousands of US dollars)

 

As at and for the nine months ended September 30, 2024 (Unaudited)

 

 

 

For the purposes of the pro forma balance sheet, we estimated the fair value of the warrants at $29,124,000 using a Black Scholes model with the following assumptions –

 

Exercise price C$11.50, share price at issuance date C$6.45, expected volatility 45%, expected life 5 years, risk free interest rate 3.75% and expected dividends nil, exchange rate US$0.7103 per Canadian dollar.

 

For the purposes of these pro forma statements, the warrants are presented as equity instruments.

 

(e) Consideration given and net assets acquired

 

We expect the Acquisition will be accounted for as business combination under IFRS 3 «Business Combinations».

 

(i) Consideration given

 

Consideration:  
Upfront cash consideration $ 810,000
Contingent consideration – current 6,000
Contingent consideration – long term 6,000
Consideration $ 822,000

 

For the purposes of the pro forma balance sheet, the fair value of the contingent consideration was estimated as $12 million, presented as $6 million current and $6 million long term.

 

(ii) Net assets acquired

 

Assets acquired and liabilities assumed  
Trade and other receivables $ 8,349
Stockpile inventory 580
Metal in process inventory 6,441
Finished goods inventory 4,898
Materials and supplies inventory 21,207
Property, plant, and equipment 1,102,440
Trade payables and accrued liabilities (41,832)
Income taxes payable - current (20,706)
Provisions - long term (75,000)
Other long term liabilities (13,508)
Deferred tax liabilities (170,888)
Other long term assets 19
Net assets acquired $ 822,000

 

As of the date of these pro forma financial statements, we have not yet completed a detailed valuation of the assets and liabilities of Musselwhite Mine, and therefore the fair values of the net assets acquired are not yet determined. Consequently, for the purposes of these pro forma financial statements we have used carrying values, other than for (a) metal in process and finished goods inventory, which are estimated at net realizable value, and (b) property, plant and equipment.

 

The fair values of each of the net assets acquired could be materially different from those presented here.

 

– page A-9


 

ORLA MINING LTD.

NOTES TO THE PRO FORMA CONSOLIDATED BALANCE SHEET AND PRO FORMA COMBINED INCOME STATEMENTS

(Figures in tables are expressed in thousands of US dollars)

 

As at and for the nine months ended September 30, 2024 (Unaudited)

 

 

(iii) Income statement effects

 

Cost of sales

 

For the purposes of the pro forma income statement for the year ended December 31, 2023, the increased book value of property, plant and equipment would have increased Cost of sales – DD&A by $16,790,000.

 

For the purposes of the pro forma income statement for the nine months ended September 30, 2024, the increased book value of property, plant and equipment would have increased Cost of sales – DD&A by $12,592,000.

 

Deferred tax expense

 

For the purposes of the pro forma income statement for the year ended December 31, 2023, the increased book value of property, plant and equipment arising from deferred taxes at acquisition would have increased deferred tax expense by $17,100,000.

 

For the purposes of the pro forma income statement for the nine months ended September 30, 2024, the increased book value of property, plant and equipment arising from deferred taxes at acquisition would have deferred tax expense by $12,800,000.

 

Impairment charge

 

During the year ended December 31, 2023, Musselwhite recorded an impairment charge of $292,912,000 on goodwill. Had the Acquisition occurred at January 1, 2023, this impairment charge would have been included in the computations for consideration given and net assets acquired, above. For the purposes of the pro forma income statement for the year ended December 31, 2023, we did not reverse this impairment charge which had been recorded by Musselwhite.

 

(f) Transaction costs

 

These pro forma statements assume that cash expenses of the Acquisition are approximately $15 million.

 

(g) Accounting policy differences

 

Orla reports in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”), while Musselwhite reports in accordance with United States generally accepted accounting principles (“US GAAP”). The Company has done a preliminary assessment of differences and has identified the following.

 

(i) Asset retirement obligations

 

For the recognition of asset retirement obligations, IFRS includes both legal and constructive obligations, whereas US GAAP limits recognition to legal obligations. IFRS uses a "best estimate" approach, while US GAAP emphasizes "fair value," which may involve broader assumptions.

 

For discounting purposes, IFRS uses a current pre-tax discount rate that reflects the risks specific to the liability, while US GAAP uses a credit-adjusted risk-free rate specific to the entity.

 

Under IFRS, the reclamation liability is re-measured at each reporting date to reflect changes in discount rates, estimated timing or amount of cash flows. Adjustments are typically recognized as an increase or decrease in the related asset. Under US GAAP, re-measurement occurs only for changes in the timing or amount of cash flows. Changes in the discount rate do not affect the measurement after initial recognition. Adjustments to the obligation are generally recognized through profit or loss.

 

For the purposes of these pro forma financial statements, we assumed that the fair value under IFRS of Musselwhite’s asset retirement obligations is approximately $75 million.

 

– page A-10


 

ORLA MINING LTD.

NOTES TO THE PRO FORMA CONSOLIDATED BALANCE SHEET AND PRO FORMA COMBINED INCOME STATEMENTS

(Figures in tables are expressed in thousands of US dollars)

 

As at and for the nine months ended September 30, 2024 (Unaudited)

 

 

Asset retirement obligation of Musselwhite Mine  
Per US GAAP $ 79,346
Per IFRS 75,000
Adjustment $ 4,346

 

4. MUSSELWHITE MINE STATEMENTS OF INCOME (LOSS)

 

The following table summarizes Musselwhite’s unaudited statement of income for the nine months ended September 30, 2024, and its audited statement of loss for the year ended December 31, 2023.

 

 

Nine months

ended
September 30,

2024

Year
ended
December 31,

2023

Sales

357,378

350,714

 

Costs applicable to sales

 

162,684

 

214,410

Depreciation and amortization 88,902 80,279
Reclamation liabilities 2,545 3,152
Exploration 5,378 7,449
Advanced projects, research and development 1,793 5,118
General and administrative 8,774 9,267
Impairment charges 296,508
Other expenses net 1,175 389
Other loss net (813) 3,678
Net income (loss) before taxes 86,960 (269,536)
Income and mining tax expense 20,555 13,358
Net income (loss) for the year 66,385 (282,894)

 

– page A-11


 

 

 

 

 

 

 

 

 

 

 

APPENDIX B

 

 

 

MUSSELWHITE GOLD MINE

 

COMBINED FINANCIAL STATEMENTS

 

AT AND FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

Table of Contents

 

Index to Financial Statements

 

    Page
Report of Independent Auditors   3
Combined Statements of Operations   5
Combined Balance Sheets   6
Combined Statements of Cash Flows   7
Combined Statements of Changes in Equity   8
Notes to the Combined Financial Statements   9
Note 1 Organization   9
Note 2 Basis of Presentation   9
Note 3 Summary of Significant Accounting Policies   9
Note 4 Sales   15
Note 5 Related Party Transactions   16
Note 6 Reclamation   16
Note 7 Impairment Charges   17
Note 8 Income and Mining Taxes   17
Note 9 Employee-Related Benefits   19
Note 10 Inventories   19
Note 11 Property, Plant and Mine Development   20
Note 12 Other Current Liabilities   20
Note 13 Commitments and Contingencies   20
Note 14 Subsequent Events   20

 

 


 

   
EY Ernst & Young LLP
370 17th Street
Tel: +1 (720) 9314000
www.ey.com
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Building a better Denver, Colorado 80202  
working world    

 

Report of Independent Auditors

 

Board of Directors
Newmont Corporation

 

Opinion

 

We have audited the combined financial statements of the Musselwhite gold mine (the Company), which comprise the combined balance sheets as of December 31, 2023 and 2022, and the related combined statements of operations, changes in equity and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements").

 

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

Responsibilities of Management for the Financial Statements

 

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error.

 

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern for one year after the date that the financial statements are available to be issued.

 

Auditor's Responsibilities for the Audit of the Financial Statements

 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free of 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 absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. 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

 

A member firm of Ernst & Young Global Limited internal control.

3


 

Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

 

In performing an audit in accordance with GAAS, we:

 

Exercise professional judgment and maintain professional skepticism throughout the audit.
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perfonn audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
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. Accordingly, no such opinion is expressed.
Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the fmancial statements.
Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern for a reasonable period of time.

 

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit fmdings, and certain internal control-related matters that we identified during the audit.

 

 

September 30, 2024

 

4


 

Table of Contents

 

Combined Statements of Operations
(in thousands)

 

    Year Ended December 31,  
    2023     2022  
Sales (Note 4)   $ 350,714     $ 305,304  
                 
Costs and expenses:                
Costs applicable to sales<1 J     214,410       194,554  
Depreciation and amortization     80,279       79,471  
Reclamation (Note 6)     3,152       2,217  
Exploration     7,449       6,689  
Advanced projects, research and development     5,118       4,444  
General and administrative     9,267       7,144  
Impairment charges (Note 7)     296,508       131  
Other expense, net     389       814  
      616,572       295,464  
Other (loss) income, net     (3,678 )     914  
(Loss) income before income and mining tax and other items     (269,536 )     10,754  
Income and mining tax (expense) benefit (Note 8)     (13,358 )     13,661  
Net (loss) income   $ (282,894 )   $ 24,415  

 

 

(1) Excludes Depreciation and amortization and Reclamation.

 

The accompanying notes are an integral part of the combined financial statements.

 

5


 

Table of Contents

 

Combined Balance Sheets
(in thousands)

 

    At December 31,  
    2023     2022  
ASSETS            
Trade receivables   $ 869     $ 282  
Inventories (Note 10)     30,350       25,038  
Stockpiles     307       483  
Other receivables     5,969       5,649  
Other current assets     612       1,528  
Current assets     38,107       32,980  
Property, plant and mine development, net (Note 11)     980,337       962,494  
Goodwill             292,912  
Other non-current assets     19       19  
Total assets   $ 1,018,463     $ 1,288,405  
                 
LIABILITIES                
Accounts payable   $ 18,448     $ 20,706  
Employee-related benefits (Note 9)     7,875       8,270  
Other current liabilities (Note 12)     24,786       7,681  
Current liabilities     51,109       36,657  
Reclamation liabilities (Note 6)     76,800       75,976  
Deferred income tax liabilities (Note 8)     203,415       194,872  
Employee-related liabilities (Note 9)     13,243       12,313  
Other non-current liabilities     302          
Total liabilities     344,869       319,818  
                 

Commitments and contingencies (Note 13)

               
                 
EQUITY                
Net Parent investment     673,594       968,587  
Total equity     673,594       968,587  
Total liabilities and equity   $ 1,018,463     $ 1,288,405  

 

The accompanying notes are an integral part of the combined financial statements.

 

6


 

Table of Contents

 

Combined Statements of Cash Flows
(in thousands)

 

    Year Ended December 31,  
    2023     2022  
Operating activities:                
Net (loss) income   $ (282,894 )   $ 24,415  
Non-cash adjustments:                
Depreciation and amortization     80,279       79,471  
Reclamation     3,152       2,217  
Deferred income taxes     8,543       (12,606 )
Impairment charges     296,508       131  
Other non-cash adjustments     320       808  
Change in accounts receivable     (875 )     (3,494 )
Change in inventories and stockpiles     (4,853 )     (3,595 )
Change in accounts payable     (2,617 )     6,779  
Change in other assets and liabilities     5,208       (1,760 )
Net cash provided by operating activities     102,771       92,366  
                 
Investing activities:                

Additions to property, plant and mine development

    (90,672 )     (52,433 )
Net cash used in investing activities     (90,672 )     (52,433 )
                 
Financing activities:                
Net transfers to Parent     (12,099 )     (39,933 )
Net cash used in financing activities     (12,099 )     (39,933 )
                 
Net change in cash, cash equivalents and restricted cash                
Cash, cash equivalents and restricted cash at beginning of period                
Cash, cash equivalents and restricted cash at end of period   $       $    

 

The accompanying notes are an integral part of the combined financial statements.

 

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Table of Contents

 

Combined Statements of Changes in Equity
(in thousands)

 

    Net Parent Investment  
Balance at January 1, 2022   $ 984,105  
Net income     24,415  
Net transfers to Parent     (39,933 )
Balance at December 31, 2022     968,587  
Net loss     (282,894 )
Net transfers to Parent     (12,099 )
Balance at December 31, 2023   $ 673,594  

 

The accompanying notes are an integral part of the combined financial statements.

 

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Table of Contents

 

Notes to the Combined Financial Statements

  

NOTE 1     ORGANIZATION

 

In February 2024, the Board of Directors of Newmont Corporation ("Newmont" or "Parent") announced its intention to divest its Musselwhite gold mine ("Musselwhite" or the "Company").

 

Musselwhite, located approximately 265 miles (430 kilometers) north of Thunder Bay, Ontario, is an underground operation. The Musselwhite operation comprises 940 mining claims and 338 mining leases, issued under the Ontario Mining Act, encompassing an area of 13,366 acres (5,409 hectares). The mining leases expire between 2025 and 2033. Musselwhite is an iron formation hosted gold deposit. Process facilities include a conventional mill, which consists of a crushing and grinding circuit, carbon-in-pulp and carbon-in- leach plants, elution circuits and an electrowinning plant where the gold is recovered and smelted to produce dore. Musselwhite had 1.5 million ounces of gold reserves at December 31, 2023.

 

NOTE 2     BASIS OF PRESENTATION

 

The combined financial statements of Musselwhite have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP"). The Company historically existed and functioned as an operating segment of Newmont. The combined financial statements were prepared on a standalone basis and were derived from the consolidated financial statements and accounting records of Newmont. The assets, liabilities and operations of Musselwhite have historically been held and managed by various legal entities within Newmont and do not represent the operations of a single, separate legal entity or a group of separate legal entities.

 

The combined statements of operations include all revenues and costs directly attributable to Musselwhite's operations. The combined statements of operations also include an allocation of expenses related to certain Newmont corporate functions, including executive management, finance, legal, information technology, human resources and other shared services. These expenses have been allocated based on direct usage or benefit where specifically identifiable, with the remainder allocated using a proportional cost allocation method based primarily on production of gold equivalent ounces.

 

The Company believes the allocation methodology is reasonable for all periods presented. However, the allocations may not reflect the expenses the Company would have incurred as a standalone entity for the periods presented. Multiple factors, including the chosen organizational structure, division between outsourced and in-house functions, and strategic decisions made in areas such as information technology and capital expenditures, would impact the actual costs incurred by Musselwhite. The Company determined that it is not practicable to determine these standalone costs for the periods presented. As a result, the combined financial statements are not indicative of Musselwhite's financial condition, results of operations or cash flows had Musselwhite operated as a standalone entity during the periods presented, and the results presented in the combined financial statements are not indicative of Musselwhite's future financial condition, results of operations or cash flows.

 

Newmont utilizes a centralized approach to cash management and financing of its operations. These arrangements may not be reflective of the way Musselwhite would have financed its operations had it been a separate, standalone entity during the periods presented. The centralized cash management arrangements are excluded from the asset and liability balances in Musselwhite's combined balance sheets. These amounts have instead been included in Net Parent investment as a component of equity. Newmont's third-party debt and related interest expense have not been attributed to Musselwhite because the Company is not the legal obligor of the debt, and the borrowings are not specifically identifiable to Musselwhite's operations.

 

Income tax amounts in the combined financial statements have been calculated using the separate return method and presented as if Musselwhite was a separate taxpayer in the respective jurisdictions.

 

Transactions between Musselwhite and Newmont are reflected as Net Parent investment in the combined balance sheets and as financing activities in the combined statements of cash flows. Refer to Note 5 for additional information regarding the relationship between Musselwhite and Newmont. Intercompany accounts and transactions within Musselwhite have been eliminated in the preparation of the combined financial statements.

 

NOTE 3     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Risks and Uncertainties

 

As a mining operation, the Company's revenue, profitability and future rate of growth are substantially dependent on prevailing gold prices. Historically, the commodity markets have been very volatile, and there can be no assurance that gold prices will not be subject to wide fluctuations in the future. A substantial or extended decline in the price of gold could have a material adverse effect on the Company's financial position, results of operations, cash flows, access to capital and on the quantities of reserves that the Company can economically produce. The carrying value of the Company's Property, plant and mine development, net; Inventories; Stockpiles; Deferred income tax assets; and Goodwill are particularly sensitive to the outlook for gold prices. A decline in the Company's price outlook from current levels could result in material impairment charges related to these assets.

 

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Notes to the Combined Financial Statements

 

The Company is exposed to risks associated with public health crises, including epidemics and pandemics such as COVID-19, and geopolitical and macroeconomic pressures. The Company continues to experience the impacts from recent geopolitical and macroeconomic pressures. With the resulting volatile environment, the Company continues to monitor inflationary conditions, the effects of certain countermeasures taken by central banks, and the potential for further supply chain disruptions as well as an uncertain and evolving labor market.

 

The following factors could have further potential short- and, possibly, long-term material adverse impacts on the Company including, but not limited to, volatility in commodity prices and the price of gold, changes in the equity and debt markets or country specific factors adversely impacting discount rates, significant cost inflation impacts on production, capital and asset retirement costs, logistical challenges, workforce interruptions and financial market disruptions, energy market disruptions, as well as potential impacts to estimated costs and timing of projects. In light of these challenging conditions, the Company recorded goodwill impairment charges at December 31, 2023. Refer to Note 7 for further information.

 

Use of Estimates

 

The preparation of the combined financial statements requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of the combined financial statements and the reported amounts of revenues and expenses, including allocations from Newmont, during the periods presented. The Company must make these estimates and assumptions because certain information used is dependent on future events, cannot be calculated with a high degree of precision from data available or simply cannot be readily calculated based on generally accepted methodologies. Actual results could differ from these estimates.

 

The more significant areas requiring the use of estimates and assumptions relate to mineral reserves that are the basis for future cash flow estimates utilized in impairment calculations and units-of-production amortization calculations; environmental remediation, reclamation and closure obligations; estimates of recoverable gold in stockpile inventories; estimates of fair value for asset impairments; write-downs of inventory and stockpiles to net realizable value; post-employment, post-retirement and other employee benefit liabilities; valuation allowances for deferred tax assets; provisional amounts related to income tax effects of newly enacted tax laws; provisional amounts related to uncertain tax positions; and reserves for contingencies and litigation. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results may differ from the amounts estimated in these combined financial statements.

 

Stockpiles and Inventories

 

As described below, costs that are incurred in or benefit the productive process are accumulated as stockpiles and inventories. Stockpiles and inventories are carried at the lower of average cost or net realizable value. Net realizable value represents the estimated future sales price of the product based on current and long-term metals prices, less the estimated costs to complete production and bring the product to sale. Write-downs of stockpiles and inventories to net realizable value are reported as a component of Costs applicable to sales and Depreciation and amortization. The current portion of stockpiles and inventories is determined based on the expected amounts to be processed within the next 12 months and utilize short-term metal price assumptions in estimating net realizable value. Stockpiles and inventories not expected to be processed within the next 12 months are classified as non-current and utilize long-term metal price assumptions in estimating net realizable value. The major classifications are as follows:

 

Stockpiles

 

Stockpiles represent ore that has been extracted from the mine and is available for further processing. Mine sequencing may result in mining material at a faster rate than can be processed. The Company generally processes the highest ore grade material first to maximize metal production; however, a blend of metal stockpiles may be processed to balance hardness and/or metallurgy in order to maximize throughput and recovery. Processing of lower grade stockpiled ore may continue after mining operations are completed. Sulfide copper ores are subject to oxidation over time which can reduce expected future recoveries. Stockpiles are measured by estimating the number of tons added and removed from the stockpile, the number of contained ounces or pounds (based on assay data) and the estimated metallurgical recovery rates (based on the expected processing method). Stockpile ore tonnages are verified by periodic surveys. Costs are added to stockpiles based on current mining costs incurred including applicable overhead and depreciation and amortization relating to mining operations and removed at each stockpile's average cost per recoverable unit as material is processed. Carrying values are evaluated at least quarterly, in accordance with the above.

 

In-process Inventory

 

In-process inventories represent material that is currently in the process of being converted to a saleable product. Conversion processes vary depending on the nature of the ore and the specific processing facility but include mill in-circuit and carbon-in-leach. In- process material is measured based on assays of the material fed into the process and the projected recoveries of the respective processing plants. In-process inventories are valued at the lower of the average cost of the material fed into the process attributable to the source material coming from the mines, stockpiles, plus the in-process conversion costs, including applicable amortization relating to the process facilities incurred to that point in the process or net realizable value.

 

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Notes to the Combined Financial Statements

 

Precious Metals Inventory

 

Precious metals inventories include gold dore and/or gold bullion. Precious metals that result from the Company's mining and processing activities are valued at the lower of the average cost of the respective in-process inventories incurred prior to the refining process, plus applicable refining costs or net realizable value.

 

Materials and Supplies

 

Materials and supplies are valued at the lower of average cost or net realizable value. Cost includes applicable taxes and freight.

 

Property, Plant and Mine Development

 

Facilities and Equipment

 

Expenditures for new facilities or equipment and expenditures that extend the useful lives of existing facilities or equipment are capitalized and recorded at cost. Facilities and equipment acquired as a part of a finance lease, build-to-suit or other financing arrangement are capitalized and recorded based on the contractual lease terms. The facilities and equipment are depreciated using the straight-line method at rates sufficient to depreciate such capitalized costs over the estimated productive lives of such facilities. These estimated productive lives do not exceed the related estimated mine lives, which are based on proven and probable reserves.

 

Mine Development

 

Mine development costs include engineering and metallurgical studies, drilling and other related costs to delineate an ore body, the removal of overburden to initially expose an ore body and the building of access ways, shafts, lateral access, drifts, ramps and other infrastructure at underground mines. Costs incurred before mineralization is classified as proven and probable reserves are expensed and classified as Exploration or Advanced projects, research and development expense. Capitalization of mine development project costs that meet the definition of an asset begins once mineralization is classified as proven and probable reserves.

 

Drilling and related costs are capitalized for an ore body where proven and probable reserves exist and the activities are directed at obtaining additional information on the ore body or converting measured, indicated and inferred resources to proven and probable reserves. All other drilling and related costs are expensed as incurred. Drilling costs incurred during the production phase for operational ore control are allocated to inventory costs and then included as a component of Costs applicable to sales.

 

Mine development costs are amortized using the units-of-production method based on estimated recoverable ounces or pounds in proven and probable reserves. To the extent that these costs benefit an entire ore body, they are amortized over the estimated life of the ore body. Costs incurred to access specific ore blocks or areas that only provide benefit over the life of that area are amortized over the estimated life of that specific ore block or area.

 

Underground development costs are capitalized as incurred. Costs incurred before mineralization is classified as proven and probable reserves are expensed and classified as Exploration or Advanced projects, research and development expense. Capitalization of mine development project costs that meet the definition of an asset begins once mineralization is classified as proven and probable reserves.

 

Mineral Interests

 

Mineral interests include acquired interests in production, development and exploration stage properties. Mineral interests are capitalized at their fair value at the acquisition date, either as an individual asset purchase or as part of a business combination. Mineral interests in the development and exploration stage are not amortized until the underlying property is converted to the production stage, at which point the mineral interests are amortized over the estimated recoverable proven and probable reserves.

 

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Notes to the Combined Financial Statements

 

The value of such assets is primarily driven by the nature and amount of mineral interests believed to be contained in such properties. Production stage mineral interests represent interests in operating properties that contain proven and probable reserves and are amortized using the units-of-production method based on the estimated recoverable ounces or pounds in proven and probable reserves. Development stage mineral interests represent interests in properties under development that contain proven and probable reserves. Exploration stage mineral interests represent interests in properties that are believed to potentially contain mineral resources consisting of (i) mineral resources within pits; mineral resources with insufficient drill spacing to qualify as proven and probable reserves; and mineral resources in close proximity to proven and probable reserves; (ii) around-mine exploration potential not immediately adjacent to existing reserves and mineralization, but located within the immediate mine area; (iii) other mine-related exploration potential that is not part of current resources and is comprised mainly of material outside of the immediate mine area; (iv) greenfield exploration potential that is not associated with any other production, development or exploration stage property, as described above; or (v) any acquired right to explore or extract a potential mineral deposit. The Company's mineral rights generally are enforceable regardless of whether proven and probable reserves have been established. In certain limited situations, the nature of a mineral right changes from an exploration right to a mining right upon the establishment of proven and probable reserves. The Company has the ability and intent to renew mineral interests where the existing term is not sufficient to recover all identified and valued proven and probable reserves and/or undeveloped mineral resources.

 

Goodwill

 

Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired. Goodwill is tested for impairment annually as of December 31 and when events or changes in circumstances indicate that the carrying value of a reporting unit exceeds its fair value.

 

The Company may elect to perform a qualitative assessment when it is more likely than not that the fair value of a reporting unit is higher than its carrying value. If the Company determines that it is more likely than not that the fair value is less than the carrying value, a quantitative goodwill impairment test is performed to determine the fair value of the reporting unit. The fair value of a reporting unit is determined using either the income approach utilizing estimates of discounted future cash flows or the market approach utilizing recent transaction activity for comparable properties. These approaches are considered Level 3 fair value measurements. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to the reporting unit.

 

The estimated cash flows used to assess the fair value of a reporting unit are derived from the Company's current business plans, which are developed using short-term price forecasts reflective of the current price environment and management's projections for long-term average gold prices. In addition to short- and long-term gold price assumptions, other assumptions include estimates of commodity-based and other input costs; capital investments; proven and probable mineral reserves estimates, including the timing and cost to develop and produce the reserves; value beyond proven and probable mineral reserve estimates; estimated future closure costs; the use of appropriate discount rates; and applicable U.S. dollar long-term exchange rates.

 

Impairment of Long-lived Assets

 

The Company reviews and evaluates its long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. An impairment loss is measured and recorded based on the estimated fair value of the long-lived assets being tested for impairment, and their carrying amounts. Fair value is typically determined through the use of an income approach utilizing estimates of discounted pre-tax future cash flows or a market approach utilizing recent transaction activity for comparable properties. These approaches are considered Level 3 fair value measurements.

 

The estimated undiscounted cash flows used to assess recoverability of long-lived assets and to measure the fair value of the Company's mining operations are derived from current business plans, which are developed using short-term price forecasts reflective of the current price environment and management's projections for long-term average metal prices. In addition to short- and long-term metal price assumptions, other assumptions include estimates of commodity-based and other input costs; proven and probable mineral reserve estimates, including the timing and cost to develop and produce the reserves; value beyond proven and probable mineral reserve estimates; estimated future closure costs; and the use of appropriate discount rates.

 

In estimating undiscounted cash flows, assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of undiscounted cash flows from other asset groups. The Company's estimates of undiscounted cash flows are based on numerous assumptions and it is possible that actual cash flows may differ significantly from estimates, as actual produced reserves, metal prices, commodity-based and other costs, and closure costs are each subject to significant risks and uncertainties.

 

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Notes to the Combined Financial Statements

 

Revenue Recognition

 

The Company generates revenue through the sale of gold produced at its mining operations.

 

The majority of the Company's Sales come from the sale of refined gold; however, the end product is generally dore bars. Dore is an alloy consisting primarily of gold but also containing silver and other metals. Dore is sent to refiners to produce bullion that meets the required market standard of 99.95% gold. Under the terms of the Company's refining agreements, the dore bars are refined for a fee, and the Company's share of the refined gold is credited to its bullion account. Gold from dore bars credited to its bullion account is typically sold to banks or refiners.

 

The Company recognizes revenue for gold from dore production when it satisfies the performance obligation of transferring gold inventory to the customer, which generally occurs upon transfer of gold bullion credits as this is the point at which the customer obtains the ability to direct the use and obtains substantially all of the remaining benefits of ownership of the asset.

 

The Company generally recognizes the sale of gold bullion credits when the credits are delivered to the customer. The transaction price is determined based on the agreed upon market price and the number of ounces delivered. Payment is due upon delivery of gold bullion credits to the customer's account.

 

Income and Mining Taxes

 

The Company's income tax provision was prepared using the separate return method. The calculation of income taxes on a separate return basis requires a considerable amount of judgment and use of both estimates and allocations. As a result, actual transactions included in Newmont's consolidated financial statements may not be included in the combined financial statements. Similarly, the tax treatment of certain items reflected in the combined financial statements may not be reflected in Newmont's consolidated financial statements and tax returns. Therefore, items such as net operating losses, credit carryforwards and valuation allowances may exist in the combined financial statements that may or may not exist in Newmont's consolidated financial statements.

 

All income taxes due to or due from Newmont that have not been settled or recovered by the end of the period are reflected in Net Parent investment. Any differences between actual amounts paid or received by the Company and taxes accrued under the separate return method are deemed to be settled and are reflected in Net Parent investment in the combined balance sheets.

 

The Company accounts for income taxes using the liability method, recognizing certain temporary differences between the financial reporting basis of the Company's liabilities and assets and the related income tax basis for such liabilities and assets. This method generates either a net deferred income tax liability or asset for the Company, as measured by the statutory tax rates in effect. The Company derives its deferred income tax charge or benefit by recording the change in either the net deferred income tax liability or asset balance for the year. The financial statement effects of changes in tax law are recorded as discrete items in the period enacted as part of income tax expense or benefit from continuing operations, regardless of the category of income or loss to which the deferred taxes relate. The Company determines if the assessment of a particular income tax effect is "complete." Those effects for which the accounting is determined to be complete are reported in the enactment period financial statements. The Company has exposure to the impact of foreign exchange fluctuations on tax positions, such movements are recorded within Income and mining tax (expense) benefit related to deferred income tax assets and liabilities.

 

Mining taxes represent provincial taxes levied on mining operations and are classified as income taxes. As such, taxes are based on a percentage of mining profits.

 

The Company operates in Canada where uncertainties arise in the application of complex tax regulations. Some of these tax regimes are defined by contractual agreements with the local government, while others are defined by general tax laws and regulations. The Company is subject to reviews of its income tax filings and other tax payments, and disputes can arise with the taxing authorities over the interpretation of its contracts or laws. The Company recognizes potential liabilities and records tax liabilities for anticipated tax audit issues in Canada based on its estimate of whether it is more likely than not, and the extent to which, additional taxes will be due. The Company adjusts these reserves in light of changing facts and circumstances; however, due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the Company's current estimate of the tax liabilities. If the Company's estimate of tax liabilities proves to be less than the ultimate assessment, an additional charge to expense would result. If the estimate of tax liabilities proves to be greater than the ultimate assessment, a tax benefit would result. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in Income and mining tax (expense) benefit.

 

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Notes to the Combined Financial Statements

 

Valuation of Deferred Tax Assets

 

The Company's deferred income tax assets include certain future tax benefits. The Company records a valuation allowance against any portion of those deferred income tax assets when it believes, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred income tax asset will not be realized. The Company reviews the likelihood that it will realize the benefit of its deferred tax assets and therefore the need for valuation allowances on a quarterly basis, or more frequently if events indicate that a review is required. In determining the requirement for a valuation allowance, the historical and projected financial results of the legal entity or combined group recording the net deferred tax asset is considered, along with all other available positive and negative evidence.

 

Certain categories of evidence carry more weight in the analysis than others based upon the extent to which the evidence may be objectively verified. The Company looks to the nature and severity of cumulative pretax losses (if any) in the current three-year period ending on the evaluation date, recent pretax losses and/or expectations of future pretax losses. Other factors considered in the determination of the probability of the realization of the deferred tax assets include, but are not limited to:

 

Earnings history;

 

Projected future financial and taxable income based upon existing reserves and long-term estimates of commodity prices;

 

The duration of statutory carry forward periods;

 

Prudent and feasible tax planning strategies readily available that may alter the timing of reversal of the temporary difference;

 

Nature of temporary differences and predictability of reversal patterns of existing temporary differences; and

 

The sensitivity of future forecasted results to commodity prices and other factors.

 

Concluding that a valuation allowance is not required is difficult when there is significant negative evidence which is objective and verifiable, such as cumulative losses in recent years. The Company utilizes a rolling twelve quarters of pre-tax income or loss as a measure of its cumulative results in recent years. However, a cumulative three year loss is not solely determinative of the need for a valuation allowance. The Company also considers all other available positive and negative evidence in its analysis.

 

Reclamation Costs

 

Reclamation obligations associated with Musselwhite's operations are recognized when an obligation is incurred and the fair value can be reasonably estimated. Fair value is measured as the present value of expected cash flow estimates, after considering inflation, our credit-adjusted risk-free rates and a market risk premium appropriate for the Company's operations. The liability is accreted over time through periodic charges to earnings. In addition, the asset retirement cost is capitalized as part of the asset's carrying value and amortized over the life of the related asset. Reclamation costs are periodically adjusted to reflect changes in the estimated present value resulting from the passage of time and revisions to the estimates of either the timing or amount of the reclamation costs. Changes in reclamation estimates at mines that are not currently operating, as the mine or portion of the mine site has entered the closure phase and has no substantive future economic value, are reflected in earnings in the period an estimate is revised. The estimated reclamation obligation is based on when spending for an existing disturbance is expected to occur. Costs included in estimated asset retirement obligations are discounted to their present value as cash flows are readily estimable over a period of up to fifty years. The Company reviews, on an annual basis, unless otherwise deemed necessary, the reclamation obligation in accordance with GAAP guidance for asset retirement obligations.

 

Fair Value Accounting

 

Fair value accounting establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

 

Level 1   Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

 

Level 2   Quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, quoted prices or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability and model-based valuation techniques (e.g. the Black-Scholes model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and

 

Level 3   Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

 

The Company's financial instruments measured on a recurring basis primarily include receivables and payables for which the carrying value approximates fair value due to the short maturities and are classified within Level 1.

 

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Notes to the Combined Financial Statements

 

The Company's long-lived assets are subject to fair value measurement as a result of impairment tests performed for the years ended December 31, 2023 and 2022.

 

Foreign Currency

 

The functional currency of the Company's operations is the U.S. dollar. Transaction gains and losses related to foreign currency denominated monetary assets and liabilities where the functional currency is the U.S. dollar are remeasured at current exchange rates and the resulting adjustments are included in Other (loss) income, net. All assets and liabilities are translated into the U.S. dollar using exchange rates in effect at the balance sheet date, while revenues and expenses are translated at the weighted average exchange rates for the period.

 

Recently Adopted Accounting Pronouncements

 

Effects of Reference Rate Reform

 

In March 2020, Financial Accounting Standards Board's Accounting Standard Update ("ASU") No. 2020-04 was issued which provides optional guidance for a limited period of time to ease the potential burden on accounting for contract modifications caused by reference rate reform. In January 2021, ASU No. 2021-01 was issued which broadened the scope of ASU No. 2020-04 to include certain derivative instruments. In December 2022, ASU No. 2022-06 was issued which deferred the sunset date of ASU No. 2020-04. The guidance is effective for all entities as of March 12, 2020 through December 31, 2024. The guidance may be adopted over time as reference rate reform activities occur and should be applied on a prospective basis. The Company has completed its review of key contracts and does not expect the guidance to have a material impact to the combined financial statements or disclosures. The Company will continue to review new contracts to identify references to the London Interbank Offered Rates and implement adequate fallback provisions if not already implemented to mitigate the risks or impacts from the transition.

 

Recently Issued Accounting Pronouncements

 

Pillar II

 

In 2024, Pillar II is set to take effect. The Pillar II agreement was signed by 138 countries with the intent to equalize corporate tax around the world by implementing a global minimum tax of 15%. As the Company primarily does business in jurisdictions with a tax rate greater than 15%, the Company does not anticipate a material impact to the combined financial statements.

 

Improvement to Income Tax Disclosures

 

In December 2023, ASU 2023-09 was issued which requires disaggregated information about the effective tax rate reconciliation and additional information on taxes paid that meet a qualitative threshold. The new guidance is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impacts of the guidance on its combined financial statements.

 

NOTE 4     SALES

 

The Company recognizes revenue from the sale of gold dore produced in Canada.

 

Trade Receivables

 

At December 31, 2023 and 2022, Trade receivables wholly consisted of sales from gold dore, which includes provisionally priced carbon fines.

 

Revenue by Geographic Area

 

The Company primarily conducts gold sales in U.S. dollars, and therefore Sales are not exposed to fluctuations in foreign currencies. Revenues from sales attributed to countries based on the locations of the customer were as follows (in thousands):

 

    Year Ended December 31,  
    2023     2022  
United Kingdom   $ 318,028     $ 294,216  
Canada     16,891          
South Africa     8,864       11,088  
United States     6,931          
    $ 350,714     $ 305,304  

 

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Notes to the Combined Financial Statements

 

Revenue by Major Customer

 

As gold can be sold through numerous gold market traders worldwide, the Company is not economically dependent on a limited number of customers for the sales of its product.

 

In 2023, sales to Toronto Dominion Bank were $134.0 million (38.2%), JPMorgan Chase were $106.3 million (30.3%), and Standard Chartered were $79.0 million (22.4%) of total gold sales. In 2022, sales to Standard Chartered were $236.6 million (77.5%) and JPMorgan Chase were $45.8 million (15.0%) of total gold sales.

 

NOTE 5      RELATED PARTY TRANSACTIONS

 

Historically, Musselwhite has been managed and operated in the normal course of business with other affiliates of Newmont. Accordingly, certain shared costs have been allocated to Musselwhite and reflected as expenses in the combined financial statements.

 

The combined financial statements include corporate costs incurred by Newmont for services that are provided to or on behalf of Musselwhite. The corporate costs include allocations of costs incurred associated with executive management, finance, legal, information technology, human resources and other shared services. These costs have been allocated to Musselwhite based primarily on its production of gold equivalent ounces. Newmont management and Musselwhite believe the allocation methodology is reasonable and appropriately represents Newmont's historical expenses that were attributable to Musselwhite. However, the expenses reflected in the combined financial statements may not be indicative of the actual expenses that would have been incurred during the periods presented had Musselwhite historically operated as a separate, standalone entity. In addition, the expenses reflected in the combined financial statements may not be indicative of expenses that Musselwhite will incur in the future.

 

The allocated costs in the combined statements of operations were as follows (in thousands):

 

    Year Ended December 31,  
    2023     2022  
Costs applicable to sales   $ 12,612     $ 9,087  
General and administrative     8,456       6,525  
Advanced projects, research and development     2,714       2,919  
    $ 23,782     $ 18,531  

 

Shared Facilities

 

Musselwhite shares office space and other non-operational related facilities with Newmont and other Newmont operations where Musselwhite is not the primary or exclusive user of the assets. At these shared facilities, the assets have been excluded from the combined balance sheets. However, the Company recognized costs for its usage of these shared assets. The amount charged to General and administrative in the combined statements of operations was $0.8 million and $0.6 million for the years ended December 31, 2023 and 2022, respectively.

 

NOTE 6      RECLAMATION

 

The Company's mining and exploration activities are subject to various laws and regulations governing the protection of the environment. These laws and regulations are continually changing and are generally becoming more restrictive. The Company conducts its operations to protect public health and the environment and believes its operations are in compliance with applicable laws and regulations in all material respects. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations, but cannot predict the full amount of such future expenditures. Estimated future reclamation costs are based principally on current legal and regulatory requirements.

 

The Company's Reclamation expense consisted of (in thousands):

 

    Year Ended December 31,  
    2023     2022  
Reclamation accretion   $ 3,153     $ 2,217  
Reclamation adjustments and other     (1        
Reclamation expense   $ 3,152     $ 2,217  

 

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Notes to the Combined Financial Statements

 

The following is a reconciliation of Reclamation liabilities (in thousands):

 

    2023     2022  
Balance at January 1,   $ 75,976     $ 83,031  
Additions, changes in estimates and other     (2,329 )     (9,272 )
Accretion expense     3,153       2,217  
Balance at December 31,   $ 76,800     $ 75,976  

 

The amounts accrued are reviewed periodically based upon facts and circumstances available at the time. Changes in estimates are recorded in Other current liabilities and Reclamation liabilities in the period estimates are revised.

 

Refer to Note 13 for further discussion of reclamation matters.

 

NOTE 7      IMPAIRMENT CHARGES

 

The estimated cash flows utilized in both the long-lived asset and goodwill impairment evaluations are derived from the Company's current business plans. The Company completed its annual business plan update which reflected updated mine plans, certain adverse changes in market conditions, including inflationary pressures to costs and capital, strategic evaluation regarding the use of capital, and updates to asset retirement costs.

 

Impairment of goodwill

 

The Company evaluates its goodwill for impairment annually at December 31 or when events or changes in circumstances indicate that the fair value of a reporting unit is less than its carrying value. Based on the December 31, 2023 review, the Company concluded that goodwill was impaired. The goodwill impairment was driven by a deterioration in underlying cash flows from higher costs due to inflationary pressures, and resulted in a non-cash impairment charge of $292.9 million, which represented the full goodwill balance of the reporting unit prior to impairment. No goodwill impairment was recorded during the year ended December 31, 2022.

 

The Company measured the impairment by comparing the total fair value of the existing operations to the corresponding reporting unit carrying value. The estimated fair value was determined using the income approach and is considered a non-recurring level 3 fair value measurement. Significant inputs to the fair value measured included (i) updated cash flow information from the Company's current business and closure plans, (ii) a short-term gold price of $1,950, (iii) a long-term gold price of $1,700, (iv) current estimates of reserves, resources, and exploration potential and (v) a reporting unit specific discount rate of 10%. The selected discount rate incorporates an additional premium related to operational risk at the Company.

 

Impairment of long-lived and other assets

 

The Company reviews and evaluates its long-lived assets and other assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. If the expected future undiscounted cash flows from the use and eventual disposition of the asset or asset group are less than the carrying amount of the assets, an impairment loss is recognized. The Company measures impairment by comparing the total fair value of the existing operations to the carrying value of the corresponding assets. The Company recognized long-lived asset and other asset impairments of $3.6 million and $0.1 million for the years ended December 31, 2023 and 2022, respectively.

 

NOTE 8      INCOME AND MINING TAXES

 

The Company's Income and mining tax (expense) benefit consisted of (in thousands):

 

    Year Ended December 31,  
    2023     2022  
Current:                
Canada   $ (4,815 )   $ 1,055  
Deferred:                
Canada     (8,543 )     12,606  
Income and mining tax (expenses) benefit   $ (13,358 )   $ 13,661  

 

The Company's (Loss) income before income and mining tax and other items consisted of (in thousands):

 

    Year Ended December 31,  
    2023     2022  
Canada   $ (269,536 )   $ 10,754  
(Loss) income before income and mining tax and other items   $ (269,536 )   $ 10,754  

 

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Notes to the Combined Financial Statements

 

A reconciliation of the Canadian statutory tax rate to the Company's effective income tax rate follows (in thousands, except percentages):

 

    Year Ended December 31,  
    2023     2022  
(Loss) income before income and mining tax and other items           $ (269,536 )           $ 10,754  
                                 
Canada statutory tax rate     15.0 %   $ 40,430       15.0 %   $ (1,613 )
Reconciling items:                                
Provincial income taxes     10.0 %     26,954       10.0 %     (1,075 )
Change in valuation allowance on deferred tax assets     (1.0 )%     (1,276 )     (9.0 )%     971  
Impact of foreign exchange     (2.0 )%     (6,437 )     (134.0 )%     14,408  
Mining and other taxes (net of associated federal benefit)     -%       305       (10.0 )%     1,060  
Goodwill write-downs     (27.0 )%     (73,228 )     -%          
Other     -%       (106 )     1.0 %     (90 )
Income and mining tax (expense) benefit     (5.0 )%   $ (13,358 )     (127.0 )%   $ 13,661  

 

Mining taxes in Canada represent provincial taxes levied on mining operations and are classified as income taxes as such taxes are based on a percentage of mining profits.

 

Components of the Company's deferred income tax assets (liabilities) are as follows (in thousands):

 

    At December 31,  
    2023     2022  
Deferred income tax assets:            
Reclamation   $ 16,274     $ 14,400  
Tax credits     265       259  
      16,539       14,659  
Valuation allowances       (1,300)          
    $ 15,239     $ 14,659  
                 
Deferred income tax liabilities:                
Property, plant and mine development   $ (218,654 )   $ (209,531 )
      (218,654 )     (209,531 )
Net deferred income tax liabilities   $ (203,415 )   $ (194,872 )

 

Valuation of Deferred Tax Assets

 

The Company assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the recent pretax losses and/or expectations of future pretax losses. Such objective evidence limits the ability to consider other subjective evidence such as the Company's projections for future growth. However, the amount of the deferred tax asset considered realizable could be adjusted if estimates of future taxable income during the carryforward period are increased, if objective negative evidence in the form of cumulative losses is no longer present or if additional weight were given to subjective evidence such as the Company's projections for growth.

 

The Company recorded an increase to the valuation allowance of $1.3 million to tax expense for the year ended December 31, 2023 and a decrease to the valuation allowance of $1.0 million to tax expense for the year ended December 31, 2022. Both years were primarily driven by changes in estimated taxable income projections.

 

Deferred Income Tax Valuation Allowance

 

    At December 31,  
(in thousands)   2023     2022  
Balance at beginning of year   $       $ 1,000  
Additions to deferred income tax expense     1,300          
Reduction of deferred income tax expense             (1,000 )
Balance at end of year   $ 1,300     $  

 

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Notes to the Combined Financial Statements

 

Refer to Note 3 for additional risk factors that could impact the Company's ability to realize the deferred tax assets.

 

Tax Credits and Unrecognized Tax Benefits

 

Canadian tax credits for both years ended December 31, 2023 and 2022 of $0.3 million consist of minimum tax credits, which will expire between 2042 and 2043.

 

From time to time, the Company is subject to a review of its historic income tax filings and in connection with such reviews, disputes can arise with the taxing authorities over the interpretation of or the application of certain rules to the business conducted within the jurisdiction involved. The Company's practice is to recognize interest and/or penalties related to unrecognized tax benefits as part of Income and mining tax (expense) benefit, if applicable. In the years ended December 31, 2023 and 2022, the Company did not have any unrecognized tax benefits.

 

NOTE 9      EMPLOYEE-RELATED BENEFITS

 

    At December 31,  
(in thousands)   2023     2022  
Current:            
Accrued payroll and withholding taxes   $ 2,402     $ 3,117  
Other employee-related payables     5,473       5,153  
    $ 7,875     $ 8,270  
Non-current:                
Accrued severance   $ 13,243     $ 12,313  

 

Defined Contribution and Other Benefit Plans

 

Newmont has a registered defined contribution pension plan in Canada, which covers salaried and hourly employees. When an employee meets eligibility requirements, Newmont contributes 5% of employees' eligible earnings, plus matches 100% of employee contributions of up to 4% of eligible earnings. Matching contributions are made in cash. In addition, Newmont has one non-qualified supplemental savings plan for executive-level employees whose benefits under the qualified plan are limited by federal regulations. The amount charged to Costs applicable to sales in the combined statements of operations was $5.2 million and $4.7 million for the years ended December 31, 2023 and December 31, 2022, respectively.

 

NOTE 10      INVENTORIES

 

    At December 31,  
(in thousands)   2023     2022  
Materials and supplies   $ 19,600     $ 16,918  
In-process     5,384       3,717  
Precious metals     5,366       4,403  
    $ 30,350     $ 25,038  

 

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Notes to the Combined Financial Statements

 

NOTE 11      PROPERTY, PLANT AND MINE DEVELOPMENT

 

Property, plant and mine development balances at December 31, 2023 and 2022 were as follows (in thousands):

 

    Depreciable   At December 31, 2023     At December 31, 2022  
    Life
(in years)
  Cost     Accumulated
Depreciation
    Net Book
Value
    Cost     Accumulated
Depreciation
    Net Book
Value
 
Facilities and equipment   1-30   $ 270,076     $ (98,608 )   $ 171,468     $ 274,432     $ (93,124 )   $ 181,308  
Mine development   1-30     212,990       (39,648 )     173,342       141,500       (24,336 )     117,164  
Mineral interests   1-30     768,842       (157,760 )     611,082       768,842       (114,264 )     654,578  
Construction-in-progress         24,445               24,445       9,444               9,444  
        $ 1,276,353     $ (296,016 )   $ 980,337     $ 1,194,218     $ (231,724 )   $ 962,494  

  

    Depreciable   At December 31, 2023     At December 31, 2022  
Mineral Interests   Life
(in years)
  Cost     Accumulated
Depreciation
    Net Book
Value
    Cost     Accumulated
Depreciation
    Net Book
Value
 
Production stage   1-30   $ 564,517     $ (157,760 )   $ 406,757     $ 555,109     $ (114,264 )   $ 440,845  
Exploration stage   (!)     204,325               204,325       213,733               213,733  
        $ 768,842     $ (157,760 )   $ 611,082     $ 768,842     $ (114,264 )   $ 654,578  

 

 

 

<11 These amounts are currently non-depreciable as the mineral interests have not reached production stage.

 

NOTE 12      OTHER CURRENT LIABILITIES

 

    At December 31,  
(in thousands)   2023     2022  
Accrued capital expenditures   $ 14,367     $ 709  
Accrued operating costs     10,419       6,972  
    $ 24,786     $ 7,681  

 

NOTE 13      COMMITMENTS AND CONTINGENCIES

 

Estimated losses from contingencies are accrued by a charge to income when information available prior to issuance of the combined financial statements indicates that it is probable that a liability could be incurred, and the amount of the loss can be reasonably estimated. Legal expenses associated with the contingency are expensed as incurred. If a loss contingency is not probable or reasonably estimable, disclosure of the contingency and estimated range of loss, if determinable, is made in the combined financial statements when it is at least reasonably possible that a material loss could be incurred.

 

As part of its ongoing business and operations, the Company is required to provide surety bonds as financial support for various purposes, including environmental reclamation and other general corporate purposes. At December 31, 2023, there were $34.4 million of outstanding surety bonds. The obligations associated with these instruments are generally related to performance requirements that the Company addresses through its ongoing operations. As the specific requirements are met, the beneficiary of the associated instrument cancels and/or returns the instrument to the issuing entity. Certain of these instruments are associated with operating sites with long-lived assets and will remain outstanding until closure. Generally, bonding requirements associated with environmental regulation are becoming more restrictive. However, the Company believes it is in compliance with all applicable bonding obligations and will be able to satisfy future bonding requirements through existing or alternative means, as they arise.

 

The Company is from time to time involved in various legal proceedings related to its business. The Company does not believe that adverse decisions in any pending or threatened proceeding or that amounts that may be required to be paid by reason thereof will have a material adverse effect on the Company's financial condition or results of operations.

 

NOTE 14      SUBSEQUENT EVENTS

 

These combined financial statements reflect management's evaluation of subsequent events, through September 30, 2024, the date the financial statements were available to be issued.

 

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APPENDIX C

 

 

 

 

MUSSELWHITE GOLD MINE

 

 

CONDENSED COMBINED FINANCIAL STATEMENTS

 

 

AT AND FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS

 

The accompanying unaudited interim condensed financial statements of the Musselwhite gold mine as at and for the nine-month period ended September 30, 2024 (the “interim financial statements”) have been prepared by management of Newmont Corporation.

 

The interim financial statements have not been reviewed by an independent public accountant in accordance with the professional standards for conducting such reviews.

 

 


 

Table of Contents

 

Index to Financial Statements

 

  Page
Condensed Combined Statements of Operations 3
Condensed Combined Balance Sheets 4
Condensed Combined Statements of Cash Flows 5
Condensed Combined Statements of Changes in Equity 6
Notes to the Condensed Combined Financial Statements 7
Note 1 Organization 7
Note 2 Basis of Presentation 7
Note 3 Summary of Significant Accounting Policies 7
Note 4 Sales 9
Note 5 Related Party Transactions 9
Note 6 Reclamation 10
Note 7 Income and Mining Taxes 10
Note 8 Employee-Related Benefits 11
Note 9 Inventories 11
Note 10 Other Current Liabilities 11
Note 11 Commitments and Contingencies 11
Note 12 Subsequent Events 11

 

 


 

Table of Contents

 

Condensed Combined Statements of Operations
(unaudited, in thousands)

 

    Nine Months Ended September 30,  
    2024     2023  
Sales (Note 4)   $ 357,378     $ 254,724  
                 
Costs and expenses:                
Costs applicable to sales<1J     162,684       162,878  
Depreciation and amortization     88,902       58,144  
Reclamation (Note 6)     2,545       2,363  
Exploration     5,378       5,581  
Advanced projects, research and development     1,793       3,594  
General and administrative     8,774       6,920  
Other expense, net     1,175       361  
      271,251       239,841  
Other income (loss), net     813       (2,912 )
Income before income and mining tax and other items     86,940       11,971  
Income and mining tax expense (Note 7)     (20,555 )     (3,621 )
Net income   $ 66,385     $ 8,350  

 

 

 

(1) Excludes Depreciation and amortization and Reclamation.

 

The accompanying notes are an integral part of the condensed combined financial statements.

 

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Condensed Combined Balance Sheets
(unaudited, in thousands)

 

    At September 30,     At December 31,  
    2024     2023  
ASSETS            
Trade receivables   $ 1,863     $ 869  
Inventories (Note 9)     28,788       30,350  
Stockpiles     580       307  
Other receivables     5,308       5,969  
Other current assets     1,178       612  
Current assets     37,717       38,107  
Property, plant and mine development, net     968,124       980,337  
Other non-current assets     19       19  
Total assets   $ 1,005,860     $ 1,018,463  
                 
LIABILITIES                
Accounts payable   $ 14,682     $ 18,448  
Employee-related benefits (Note 8)     7,754       7,875  
Income and mining taxes     20,706          
Other current liabilities (Note 10)     19,396       24,786  
Current liabilities     62,538       51,109  
Reclamation liabilities (Note 6)     79,346       76,800  
Deferred income tax liabilities     203,264       203,415  
Employee-related liabilities (Note 8)     13,508       13,243  
Other non-current liabilities             302  
Total liabilities     358,656       344,869  
                 
Commitments and contingencies (Note 11)                
                 
EQUITY                
Net Parent investment     647,204       673,594  
Total equity     647,204       673,594  
Total liabilities and equity   $ 1,005,860     $ 1,018,463  

 

The accompanying notes are an integral part of the condensed combined financial statements.

 

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Condensed Combined Statements of Cash Flows

(unaudited, in thousands)

 

    Nine Months Ended September 30,  
    2024     2023  
Operating activities:            
Net income   $ 66,385     $ 8,350  
Non-cash adjustments:                
Depreciation and amortization     88,902       58,144  
Reclamation     2,545       2,363  
Deferred income taxes     20,555       3,621  
Impairment charges     129          
Other non-cash adjustments     (159 )     3  
Change in accounts receivable     (491 )     (1,976 )
Change in inventories and stockpiles     (1,961 )     (964 )
Change in accounts payable     (3,455 )     511  
Change in other assets and liabilities     (985 )     3,109  
Net cash provided by operating activities     171,465       73,161  
                 
Investing activities:                
Additions to property, plant and mine development     (78,690 )     (60,545 )
Net cash used in investing activities     (78,690 )     (60,545 )
                 
Financing activities:                
Net transfers to Parent     (92,775 )     (12,616 )
Net cash used in financing activities     (92,775 )     (12,616 )
                 
Net change in cash, cash equivalents and restricted cash                
Cash, cash equivalents and restricted cash at beginning of period                
Cash, cash equivalents and restricted cash at end of period   $       $    

 

The accompanying notes are an integral part of the condensed combined financial statements.

 

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Condensed Combined Statements of Changes in Equity

(unaudited, in thousands)

 

    Net Parent Investment  
Balance at January 1, 2023   $ 968,587  
Net income     8,350  
Net transfers to Parent     (12,616 )
Balance at September 30, 2023   $ 964,321  

 

    Net Parent Investment  
Balance at January 1, 2024   $ 673,594  
Net income     66,385  
Net transfers to Parent     (92,775 )
Balance at September 30, 2024   $ 647,204  

  

The accompanying notes are an integral part of the condensed combined financial statements.

  

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Notes to the Condensed Combined Financial Statements

(unaudited, dollars in thousands)

 

NOTE 1      ORGANIZATION

 

In February 2024, the Board of Directors of Newmont Corporation ("Newmont" or "Parent") announced its intention to divest its Musselwhite gold mine ("Musselwhite" or the "Company").

 

The interim Condensed Consolidated Financial Statements ("interim statements") of the Company are unaudited. In the opinion of management, all normal recurring adjustments and disclosures necessary for a fair presentation of these interim statements have been included. The results reported in these interim statements are not necessarily indicative of the results that may be reported for the entire year. These interim statements should be read in conjunction with the Company's Combined Financial Statements for the year ended December 31, 2023. The year-end balance sheet data was derived from the audited financial statements, and certain information and footnote disclosures required by accounting principles generally accepted in the United States ("GAAP") have been condensed or omitted.

 

NOTE 2      BASIS OF PRESENTATION

 

The condensed combined financial statements of Musselwhite have been prepared in accordance with GAAP. The Company historically existed and functioned as an operating segment of Newmont. The condensed combined financial statements were prepared on a standalone basis and were derived from the consolidated financial statements and accounting records of Newmont. The assets, liabilities and operations of Musselwhite have historically been held and managed by various legal entities within Newmont and do not represent the operations of a single, separate legal entity or a group of separate legal entities.

 

The condensed combined statements of operations include all revenues and costs directly attributable to Musselwhite's operations. The condensed combined statements of operations also include an allocation of expenses related to certain Newmont corporate functions, including executive management, finance, legal, information technology, human resources and other shared services. These expenses have been allocated based on direct usage or benefit where specifically identifiable, with the remainder allocated using a proportional cost allocation method based primarily on production of gold equivalent ounces.

 

The Company believes the allocation methodology is reasonable for all periods presented. However, the allocations may not reflect the expenses the Company would have incurred as a standalone entity for the periods presented. Multiple factors, including the chosen organizational structure, division between outsourced and in-house functions, and strategic decisions made in areas such as information technology and capital expenditures, would impact the actual costs incurred by Musselwhite. The Company determined that it is not practicable to determine these standalone costs for the periods presented. As a result, the condensed combined financial statements are not indicative of Musselwhite's financial condition, results of operations or cash flows had Musselwhite operated as a standalone entity during the periods presented, and the results presented in the condensed combined financial statements are not indicative of Musselwhite's future financial condition, results of operations or cash flows.

 

Newmont utilizes a centralized approach to cash management and financing of its operations. These arrangements may not be reflective of the way Musselwhite would have financed its operations had it been a separate, standalone entity during the periods presented. The centralized cash management arrangements are excluded from the asset and liability balances in Musselwhite's condensed combined balance sheets. These amounts have instead been included in Net Parent investment as a component of equity. Newmont's third-party debt and related interest expense have not been attributed to Musselwhite because the Company is not the legal obligor of the debt, and the borrowings are not specifically identifiable to Musselwhite's operations.

 

Income tax amounts in the condensed combined financial statements have been calculated using the separate return method and presented as if Musselwhite was a separate taxpayer in the respective jurisdictions.

 

Transactions between Musselwhite and Newmont are reflected as Net Parent investment in the condensed combined balance sheets and as financing activities in the condensed combined statements of cash flows. Refer to Note 5 for additional information regarding the relationship between Musselwhite and Newmont. Intercompany accounts and transactions within Musselwhite have been eliminated in the preparation of the condensed combined financial statements.

 

NOTE 3      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Risks and Uncertainties

 

As a mining operation, the Company's revenue, profitability and future rate of growth are substantially dependent on prevailing gold prices. Historically, the commodity markets have been very volatile, and there can be no assurance that gold prices will not be subject to wide fluctuations in the future. A substantial or extended decline in the price of gold could have a material adverse effect on the Company's financial position, results of operations, cash flows, access to capital and on the quantities of reserves that the Company can economically produce. The carrying value of the Company's Property, plant and mine development, net; Inventories; Stockpiles; and Deferred income tax assets are particularly sensitive to the outlook for gold prices. A decline in the Company's price outlook from current levels could result in material impairment charges related to these assets.

 

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Notes to the Condensed Combined Financial Statements

(unaudited, dollars in thousands)

 

The Company is exposed to risks associated with public health crises, including epidemics and pandemics such as COVID-19, and geopolitical and macroeconomic pressures. The Company continues to experience the impacts from recent geopolitical and macroeconomic pressures. With the resulting volatile environment, the Company continues to monitor inflationary conditions, the effects of certain countermeasures taken by central banks, and the potential for further supply chain disruptions as well as an uncertain and evolving labor market.

 

The following factors could have further potential short- and, possibly, long-term material adverse impacts on the Company including, but not limited to, volatility in commodity prices and the price of gold, changes in the equity and debt markets or country specific factors adversely impacting discount rates, significant cost inflation impacts on production, capital and asset retirement costs, logistical challenges, workforce interruptions and financial market disruptions, energy market disruptions, as well as potential impacts to estimated costs and timing of projects.

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the accounting for and recognition and disclosure of assets, liabilities, equity, revenues and expenses. The Company must make these estimates and assumptions because certain information used is dependent on future events, cannot be calculated with a high degree of precision from data available or simply cannot be readily calculated based on generally accepted methodologies. Actual results could differ from these estimates.

 

Fair Value Accounting

 

Fair value accounting establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

 

Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

 

Level 2 Quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, quoted prices or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability and model-based valuation techniques (e.g. the Black-Scholes model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and

 

Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

 

The Company's financial instruments measured on a recurring basis primarily include receivables and payables for which the carrying value approximates fair value due to the short maturities and are classified within Level 1.

 

The Company's goodwill and long-lived assets are measured on a non-recurring basis and are classified within Level 3.

 

The Company evaluates its goodwill for impairment annually at December 31 or when events or changes in circumstances indicate that the fair value of a reporting unit is less than its carrying value. Based on the December 31, 2023 review, the Company concluded that goodwill was fully impaired. The Company measured the impairment by comparing the total fair value of the existing operations to the corresponding reporting unit carrying value. The estimated fair value was determined using the income approach and is considered a non-recurring level 3 fair value measurement. Significant inputs to the fair value measured included (i) updated cash flow information from the Company's current business and closure plans, (ii) a short-term gold price of $1,950, (iii) a long-term gold price of $1,700, (iv) current estimates of reserves, resources, and exploration potential and (v) a reporting unit specific discount rate of 10%. The selected discount rate incorporates an additional premium related to operational risk at the Company.

 

The Company reviews and evaluates its long-lived assets and other assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. If the expected future undiscounted cash flows from the use and eventual disposition of the asset or asset group are less than the carrying amount of the assets, an impairment loss is recognized. The Company measures impairment by comparing the total fair value of the existing operations to the carrying value of the corresponding assets.

 

Recently Adopted Accounting Pronouncements

 

Effects of Reference Rate Reform

 

In March 2020, ASU No. 2020-04 was issued which provides optional guidance for a limited period of time to ease the potential burden on accounting for contract modifications caused by reference rate reform. In January 2021, ASU No. 2021-01 was issued which broadened the scope of ASU No. 2020-04 to include certain derivative instruments. In December 2022, ASU No. 2022-06 was issued which deferred the sunset date of ASU No. 2020-04. The guidance is effective for all entities as of March 12, 2020 through December 31, 2024.

 

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Table of Contents

 

Notes to the Condensed Combined Financial Statements

(unaudited, dollars in thousands)

 

The guidance may be adopted over time as reference rate reform activities occur and should be applied on a prospective basis. The Company has completed its review of key contracts and does not expect the guidance to have a material impact to the condensed combined financial statements or disclosures. The Company will continue to review new contracts to identify references to the LIBOR and implement adequate fallback provisions if not already implemented to mitigate the risks or impacts from the transition.

 

Recently Issued Accounting Pronouncements and Securities and Exchange Commission Rules

 

SEC Final Climate Rule

 

In March 2024, the SEC issued a final rule that requires registrants to disclose climate-related information in their annual reports and in registration statements. In April 2024, the SEC chose to stay the newly adopted rule pending judicial review of related consolidated Eighth Circuit petitions. If the stay is lifted, certain disclosures may be required in annual reports for the year ending December 31, 2025, filed in 2026. The Company is currently evaluating the impact of the rules on its condensed combined financial statements.

 

Pillar II

 

In 2024, Pillar II is set to take effect. The Pillar II agreement was signed by 138 countries with the intent to equalize corporate tax around the world by implementing a global minimum tax of 15%. As the Company primarily does business in jurisdictions with a tax rate greater than 15%, the Company does not anticipate a material impact to the condensed combined financial statements.

 

Improvement to Income Tax Disclosures

 

In December 2023, ASU 2023-09 was issued which requires disaggregated information about the effective tax rate reconciliation and additional information on taxes paid that meet a qualitative threshold. The new guidance is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted. The adoption is not expected to have a material impact on the Company's condensed combined financial statements or disclosures.

 

NOTE 4      SALES

 

The Company recognizes revenue from the sale of gold dore produced in Canada.

 

Trade Receivables

 

At September 30, 2024 and December 31, 2023, Trade receivables consisted of sales from gold dore, which includes provisionally priced carbon fines.

 

NOTE 5      RELATED PARTY TRANSACTIONS

 

Historically, Musselwhite has been managed and operated in the normal course of business with other affiliates of Newmont. Accordingly, certain shared costs have been allocated to Musselwhite and reflected as expenses in the condensed combined financial statements.

 

The condensed combined financial statements include corporate costs incurred by Newmont for services that are provided to or on behalf of Musselwhite. The corporate costs include allocations of costs incurred associated with executive management, finance, legal, information technology, human resources and other shared services. These costs have been allocated to Musselwhite based primarily on its production of gold equivalent ounces. Newmont management and Musselwhite believe the allocation methodology is reasonable and appropriately represents Newmont's historical expenses that were attributable to Musselwhite. However, the expenses reflected in the condensed combined financial statements may not be indicative of the actual expenses that would have been incurred during the periods presented had Musselwhite historically operated as a separate, standalone entity. In addition, the expenses reflected in the condensed combined financial statements may not be indicative of expenses that Musselwhite will incur in the future.

 

The allocated costs in the condensed combined statements of operations were as follows (in thousands):

 

    Nine Months Ended September 30,  
    2024     2023  
Costs applicable to sales   $ 9,686     $ 9,207  
General and administrative     8,061       6,372  
Advanced projects, research and development     1,766       1,491  
    $ 19,513     $ 17,070  

 

Shared Facilities

 

Musselwhite shares office space and other non-operational related facilities with Newmont and other Newmont operations where Musselwhite is not the primary or exclusive user of the assets. At these shared facilities, the assets have been excluded from the condensed combined balance sheets. However, the Company recognized costs for its usage of these shared assets. The amount charged to General and administrative in the condensed combined statements of operations was $0.7 million and $0.5 million for the nine months ended September 30, 2024 and 2023, respectively.

 

9


 

Table of Contents

 

Notes to the Condensed Combined Financial Statements

(unaudited, dollars in thousands)

 

 

NOTE 6      RECLAMATION

 

The Company's mining and exploration activities are subject to various laws and regulations governing the protection of the environment. These laws and regulations are continually changing and are generally becoming more restrictive. The Company conducts its operations to protect public health and the environment and believes its operations are in compliance with applicable laws and regulations in all material respects. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations, but cannot predict the full amount of such future expenditures. Estimated future reclamation costs are based principally on current legal and regulatory requirements.

 

The Company's Reclamation expense consisted of (in thousands):

 

    Nine Months Ended September 30,  
    2024     2023  
Reclamation accretion   $ 2,546     $ 2,364  
Reclamation adjustments and other     (1 )     (1 )
Reclamation expense   $ 2,545     $ 2,363  

 

The following is a reconciliation of Reclamation liabilities (in thousands):

 

    2024     2023  
Balance at January 1,   $ 76,800     $ 75,976  
Accretion expense     2,546       2,364  
Balance at September 30,   $ 79,346     $ 78,340  

 

The amounts accrued are reviewed periodically based upon facts and circumstances available at the time. Changes in estimates are recorded in Other current liabilities and Reclamation liabilities in the period estimates are revised.

 

Refer to Note 11 for further discussion of reclamation matters.

 

NOTE 7      INCOME AND MINING TAXES

 

A reconciliation of the Canadian statutory tax rate to the Company's effective income tax rate follows (in thousands, except percentages):

  

    Nine Months Ended September 30,  
    2024     2023  
Income before income and mining tax and other items           $ 86,940             $ 11,971  
                                 
Canada statutory tax rate     15.0 %   $ (13,041 )     15.0 %   $ (1,796 )
Reconciling items:                                
Provincial income taxes     10.0 %     (8,694 )     10.0 %     (1,197 )
Impact of foreign exchange     (5.0 )%     4,417       3.0 %     (371 )
Mining and other taxes (net of associated federal benefit)     4.0 %     (3,237 )     2.0 %     (257 )
Income and mining tax expense     24.0 %   $ (20,555 )     30.0 %   $ (3,621 )

 

Mining taxes in Canada represent provincial taxes levied on mining operations and are classified as income taxes as such taxes are based on a percentage of mining profits.

 

10


 

Notes to the Condensed Combined Financial Statements

(unaudited, dollars in thousands)

 

Table of Contents

 

NOTE 8      EMPLOYEE-RELATED BENEFITS

 

    At September 30,     At December 31,  
(in thousands)   2024     2023  
Current:                
Accrued payroll and withholding taxes   $ 3,016     $ 2,402  
Other employee-related payables     4,738       5,473  
    $ 7,754     $ 7,875  
Non-current:                
Accrued severance   $ 13,508     $ 13,243  

 

Defined Contribution and Other Benefit Plans

 

Newmont has a registered defined contribution pension plan in Canada, which covers salaried and hourly employees. When an employee meets eligibility requirements, Newmont contributes 5% of employees' eligible earnings, plus matches 100% of employee contributions of up to 4% of eligible earnings. Matching contributions are made in cash. In addition, Newmont has one non-qualified supplemental savings plan for executive-level employees whose benefits under the qualified plan are limited by federal regulations. The amount charged to Costs applicable to sales in the condensed combined statements of operations was $4.2 million and $4.0 million for the nine months ended September 30, 2024 and 2023, respectively.

 

NOTE 9      INVENTORIES

 

    At September 30,     At December 31,  
(in thousands)   2024     2023  
Materials and supplies   $ 21,207     $ 19,600  
In-process     4,089       5,384  
Precious metals     3,492       5,366  
    $ 28,788     $ 30,350  

 

NOTE 10      OTHER CURRENT LIABILITIES

 

    At September 30,     At December 31,  
(in thousands)   2024     2023  
Accrued operating costs   $ 10,154     $ 10,419  
Accrued capital expenditures     9,242       14,367  
    $ 19,396     $ 24,786  

 

NOTE 11      COMMITMENTS AND CONTINGENCIES

 

Estimated losses from contingencies are accrued by a charge to income when information available prior to issuance of the condensed combined financial statements indicates that it is probable that a liability could be incurred, and the amount of the loss can be reasonably estimated. Legal expenses associated with the contingency are expensed as incurred. If a loss contingency is not probable or reasonably estimable, disclosure of the contingency and estimated range of loss, if determinable, is made in the condensed combined financial statements when it is at least reasonably possible that a material loss could be incurred.

 

As part of its ongoing business and operations, the Company is required to provide surety bonds as financial support for various purposes, including environmental reclamation and other general corporate purposes. At September 30, 2024, there were $41.3 million of outstanding surety bonds. The obligations associated with these instruments are generally related to performance requirements that the Company addresses through its ongoing operations. As the specific requirements are met, the beneficiary of the associated instrument cancels and/or returns the instrument to the issuing entity. Certain of these instruments are associated with operating sites with long-lived assets and will remain outstanding until closure. Generally, bonding requirements associated with environmental regulation are becoming more restrictive. However, the Company believes it is in compliance with all applicable bonding obligations and will be able to satisfy future bonding requirements through existing or alternative means, as they arise.

 

The Company is from time to time involved in various legal proceedings related to its business. The Company does not believe that adverse decisions in any pending or threatened proceeding or that amounts that may be required to be paid by reason thereof will have a material adverse effect on the Company's financial condition or results of operations.

 

NOTE 12      SUBSEQUENT EVENTS

 

These condensed combined financial statements reflect management's evaluation of subsequent events, through November 7, 2024, the date the financial statements were available to be issued.

 

11


 

SCHEDULE C

FORMAL VALUATION

 

(See attached)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Page -C-1


 

 

 

November 17, 2024

 

Board of Directors

Orla Mining Ltd.

1010 West Georgia

Vancouver, BC, Canada

V6G 2M6

 

To the Board of Directors:

 

INTRODUCTION

 

Davidson & Company LLP (“Davidson”) understands that Orla Mining Ltd. (“Orla”) is considering entering into an agreement (the “Agreement”) to acquire the Musselwhite Gold Mine (“Musselwhite”, the “Asset” or the “Mine”) in Ontario from an affiliate of Newmont Corporation (“Newmont”) for upfront cash consideration of USD $810 million and gold-price linked contingent consideration of USD $40 million (the “Proposed Transaction”).

 

Davidson was engaged by Orla pursuant to an engagement agreement (the “Engagement Agreement”) dated and executed on October 31, 2024, to provide a formal valuation (the “Formal Valuation”) as at November 17, 2024 (the “Valuation Date”) pursuant to Multilateral Instrument 61-101 Protection of Minority Shareholders in Special Transactions (“MI 61-101”) in relation to the Proposed Transaction.

 

On November 17, 2024, at the request of the Board, Davidson orally delivered to the Board the substance of the Formal Valuation. The Formal Valuation contained herein provides the same conclusions, in writing, as those delivered orally on November 17, 2024.This Formal Valuation has been prepared for Orla in accordance with our Engagement Agreement for the specific purpose above and is not to be used in any other context without the express written consent of Davidson. Davidson consents to the inclusion of the Formal Valuation in the Circular, along with a summary thereof, in a form acceptable to Davidson, and to the filing thereof with the applicable Canadian securities regulatory authorities.

 

FAIR MARKET VALUE AND VALUATION CONSIDERATIONS

 

In accordance with MI 61-101 fair market value is defined as “the monetary consideration that, in an open and unrestricted market, a prudent and informed buyer would pay to a prudent and informed seller, each acting at arm’s length with the other and under no compulsion to act”. In preparing this Formal Valuation, Davidson was guided by MI 61-101 and the standards of the Canadian Institute of Chartered Business Valuators (“CICBV”) including CICBV Practice Standard No. 110 and Appendix A to Practice Standard No. 110.

 

CREDENTIALS

 

Davidson is a full-service professional services firm of Chartered Professional Accountants located in Vancouver, BC, Canada. Davidson’s Valuation professionals are comprised of Chartered Business Valuators experienced in providing professional advisory services in connection with merger, acquisition, divestiture, formal valuation and fairness opinion matters. The Formal Valuation expressed herein represents the opinion of Davidson and the form and content herein has been approved for release by Davidson’s Valuation practice.

 

 

 

 


 

INDEPENDENCE

 

Davidson prepared this Formal Valuation to the best of its knowledge, acting independently and objectively.

 

Davidson has prepared the Formal Valuation based on an independent review of Musselwhite and is independent of all “Interested Parties” to the Proposed Transaction, as defined in MI 61-101. Furthermore, Davidson confirms that:

 

· Davidson, or an affiliated entity of Davidson, is not an “associated entity” or “affiliated entity” or “issuer insider”, as defined in MI 61-101, of Orla or the Interested Parties.

 

· Davidson, or an affiliated entity of Davidson, does not act as an advisor to the Interested Parties in respect of the Proposed Transaction.

 

· Davidson’s fees are not contingent on the completion of the Proposed Transaction or on the conclusions expressed by Davidson.

 

· Davidson, or an affiliated entity of Davidson, has no financial interest in, or commitments to, the outcome of the Proposed Transaction, nor in any other transaction with Orla or the Interested Parties.

 

· Davidson, or an affiliated entity of Davidson, has no interest in the completion of the Proposed Transaction.

 

Except for being engaged by the Board of Directors of Orla on October 31, 2024, to provide this Formal Valuation, Davidson has not been engaged by, performed any services for, or received any compensation from Orla or its affiliates within the past 24 months. Other than as set forth above, there are no understandings, agreements, or commitments between Davidson and any of the Interested Parties with respect to future business dealings.

 

Davidson’s compensation is not contingent on an action or event resulting from the use of this Formal Valuation.

 

SCOPE OF REVIEW

 

In connection with this Formal Valuation, Davidson has had discussions with management of Orla, conducted the procedures noted below, and reviewed, considered and relied upon information obtained from these procedures, in addition to others:

 

· Reviewed the audited combined financial statements of Musselwhite and analysis related thereto for the fiscal years ended December 31, 2022, and 2023.

 

· Reviewed the National Instrument 43-101 Musselwhite 2023 technical report (Qualified Persons Report) prepared for Newmont Corporation on the Musselwhite Mine in accordance with the requirements of National Instrument 43-101 – Standards of Disclosure for Mineral Projects with an effective date of December 31, 2023.

 

· Reviewed presentations prepared by Orla’s management or other parties, which Davidson considered relevant.

 

· Reviewed public information relating to the operations of Musselwhite and other selected public companies Davidson considered relevant.

 

· Reviewed financial models provided by Orla’s management to obtain and understand Musselwhite’s operations and its key inputs.

 

· Prepared a discounted cash flow (“DCF”) analysis to calculate Musselwhite’s net asset value (“NAV”).

 

2 | P a g e


 

· Reviewed the final offer letter from Orla, dated October 17, 2024, outlining the purchase price and forms of consideration for the Proposed Transaction.

 

· Reviewed such other corporate, industry, and financial market information, investigations and analyses as Davidson considered necessary or appropriate in the circumstances, including but not limited to reports published by equity research analysts and industry sources, as available, which Davidson considered relevant to developing rates of return used in preparing our valuation conclusion.

 

· Reviewed public information regarding public company trading data and precedent transactions Davidson considered relevant to assess the reasonableness of certain valuation multiples implied by our DCF analysis.

 

· Based on the above, formed an opinion as to the fair market value of Musselwhite as at the Valuation Date.

 

· Obtained representations contained in a separate certificate dated November 17, 2024 addressed to Davidson from senior management of Orla as to the completeness, accuracy and fair presentation of the information provided to Davidson upon which this Formal Valuation is based.

 

SUMMARY CONCLUSION

 

Based on the scope of our review, major assumptions, and the restrictions and qualifications set out herein, in our opinion the fair market value of Musselwhite, as at November 17, 2024, is in the range of USD $910 Million to USD $940 Million.

 

RESTRICTIONS AND LIMITATIONS

 

This Formal Valuation is prepared in accordance with CICBV Practice Standard No. 110 as a Comprehensive Valuation Report. The CICBV defines a Comprehensive Valuation Report as a report that “contains a conclusion as to the value of shares, assets or an interest in a business that is based on a comprehensive review and analysis of the business, its industry and other relevant factors, adequately corroborated and set out in a detailed report.”

 

Davidson has relied upon the completeness, accuracy and fair presentation of all the financial information, data, advice, opinions or representations obtained from public sources and Orla (collectively, the “Information”), which is detailed under the Scope of Review section of this report.

 

This Formal Valuation is conditional upon the accuracy, completeness and fair presentation of such Information. Subject to the exercise of our professional judgement, we have not verified independently the completeness, accuracy or fair presentation of the Information. Davidson has not conducted any further audit or review of the Information, nor has Davidson sought external verification of the information provided to it, or that which was extracted from public sources.

 

This Formal Valuation opinion is rendered as at November 17, 2024, on the basis of securities markets, economic and general business and financial conditions prevailing on that date and the condition and prospects, financial and otherwise of Musselwhite, as they were reflected in the Information provided or otherwise available to Davidson. Davidson has not undertaken to update our opinion to any other date. Any changes therein may affect this Formal Valuation and, although Davidson reserves the right to update, change, supplement or withdraw this Formal Valuation in such event, it disclaims any and all undertaking or obligation to advise any person of any such change that may come to its attention, or to change, supplement or withdraw this Formal Valuation after such date.

 

3 | P a g e In completing this Formal Valuation, Davidson has made numerous assumptions with respect to economic, industry, and operating performance and expectations that are matters over which Davidson has no control.


 

As a result, there is a degree of uncertainty in the concluded estimates of value.

 

The prospective financial information relating to Musselwhite provided to Davidson and used in its financial analyses supporting the Formal Valuation is inherently subject to uncertainty. Davidson has assumed, however, that such budgets, forecasts, projections and estimates were prepared using the assumptions identified therein which Davidson has been advised are (or were at the time of preparation and continue to be), in the opinion of Orla, reasonable in the circumstances. In rendering the Formal Valuation, Davidson expresses no independent view as to the reasonableness of such budgets, forecasts, projections or the assumptions used upon which they are based.

 

The concluded range of fair market value expressed herein is a reasonable estimate developed based on information and assumptions available at the time the estimates were developed. If significant deviations from these assumptions materialize in the future, the estimates may no longer be representative of value. This valuation range expressed also acknowledges that in any market it is necessary to assume multiple bidders each of which will bring different perceptions of the potential for the business or asset as an investment opportunity to bear on the acquisition bidding process.

 

This Formal Valuation should not be interpreted as advice as to what the value Musselwhite may be at any future date, nor does Davidson express an opinion as to whether the shareholders of Orla should approve the Proposed Transaction. This Formal Valuation does not address the relative merits of the Proposed Transaction as compared to other transactions or business strategies that might be available to Orla, nor does it address the underlying business decision to enter into the Agreement.

 

This Formal Valuation may not be used by any other person or relied upon for any other purpose without the express written consent of Davidson. Davidson does not accept responsibility for any losses arising from unauthorized or improper use of this Formal Valuation. Davidson accepts no responsibility or liability for any losses occasioned by any party as a result of Davidson’s reliance on Information that was provided, or that information which was obtained from third parties.

 

The preparation of a Formal Valuation is a complex process and is not amenable to partial analysis or summary description. Davidson believes that its analyses must be considered as a whole and that selecting portions of the analyses without considering all factors and analyses could create an incomplete view of the process underlying this Formal Valuation.

 

All dollar amounts are in US dollars (“USD”) unless otherwise noted.

 

ASSUMPTIONS

 

The financial information, as referred to in the Scope of Review section of the Formal Valuation, was obtained in the course of our engagement. We have relied on the completeness and accuracy of the financial information provided to us, and have not subjected this information to audit, review, or any other form of assurance. If any of the information provided to us is inaccurate or incomplete, it may have a significant impact on the conclusions within this Formal Valuation.

 

4 | P a g e In preparing this Formal Valuation, Davidson made the following assumptions:


 

 

· The statements of facts contained in this Report are true and correct.

 

· Information provided to Davidson about Musselwhite is complete and accurate and there have been no material changes of fact in the materials, data, advice, opinions and representations provided to us.

 

· Musselwhite has no contingent or unrecorded liabilities, environmental liabilities, unusual contractual obligations or substantial commitments, other than in the ordinary course of business, or pending or threatened litigation, unless otherwise stated.

 

· There are no material legal proceedings regarding the business or affairs of Musselwhite, unless otherwise stated.

 

· The title to Musselwhite is good and marketable and there are no adverse interests, encumbrances, engineering, environmental, zoning, planning or related issues associated with Musselwhite, and the Asset is free and clear of any all liens, encumbrances, or encroachments unless otherwise stated.

 

· There is compliance with all applicable federal, local and national laws and regulations, in all material respects, as well as the policies and applicable regulators, and that all required licenses, rights, consents, or legislative or administrative authority from any federal, local, or national government, regulatory agency, or organization have been or can be obtained or renewed for the operation of Musselwhite in its ordinary course of business.

 

· There are no restrictions on transfer of ownership that would limit or reduce the value otherwise determined.

 

· No other information was available or provided to Davidson that provides any specific independent and reliable evidence as to the fair market value of Musselwhite other than the data and information outlined and specified in this Formal Valuation.

 

· The forecast cash flows in the financial models provided by management reflect the best information and expectations regarding the future performance of Musselwhite at the Valuation Date.

 

· The effective Canadian federal and Ontario provincial corporate income tax rates and Ontario mining tax rates provided by management are representative of the appropriate rates to apply to future earnings known at the Valuation Date.

 

· Conditions of the Proposed Transaction can and will be satisfied in due course.

 

· All consents, permissions, exemptions or orders of relevant regulatory authorities or third parties will be obtained, without adverse conditions or qualifications; and

 

· The procedures being followed to implement the Proposed Transaction are valid and effective and the Proposed Transaction will be completed as outlined, within the time frame specified.

 

Should any of the above assumptions be inaccurate or any other information provided to us be nonfactual or incorrect, our conclusions as set out in this Formal Valuation may be significantly impacted.

 

5 | P a g e Other than the Proposed Transaction, Orla has represented to Davidson that it is unaware of any prior bona fide offers to purchase the Asset.


 

PRIOR INDICATIONS OF VALUE

 

Furthermore, Orla has represented to Davidson that, to the best of senior management’s knowledge, information and belief after reasonable inquiry, there have been no valuations or appraisals relating to the Musselwhite Mine made by or on behalf of Orla, or to the knowledge of Orla, in the preceding 24 months.

 

DESCRIPTION OF THE MUSSELWHITE MINE

 

History

 

Musselwhite is a producing, fly-in/ fly-out underground gold mine located on the shore of Opapimiskan Lake in Northwestern Ontario. The Mine began operating in April 1997 and has been ramping back up to full production levels following a fire at the mine in March 2019 and subsequent COVID-19 restrictions.

 

The Mine’s operations comprise 940 mining claims and 338 mining leases, issued under the Ontario Mining Act, encompassing an area of 13,366 acres (5,409 hectares). The Mine’s leases expire between 2025 and 2033.

 

Musslwhite has been in operation for over 25 years and has produced close to 6 million ounces of gold to date, with a long history of resource growth and resource to conversion. Musselwhite was owned by Goldcorp Inc. (“Goldcorp”) until April 18, 2019, at which time Newmont completed the business acquisition of Goldcorp and acquired Musselwhite. In February 2024, Newmont reported that Musselwhite is one of six non-core assets that the company intends to divest.

 

Ore is mined from 2 main zones below the lake. Underground mining occurs via longitudinal retreat as well as transverse stoping where bulk mining is permissible. The Mine has a processing capacity of approximately 3,500 tons per day through a two-stage crushing and grinding circuit. The Mine’s process circuit includes crushing, grinding, leeching by cyanidation, carbon in pulp recovery, and electrowinning. Materials mined are transported by a conveyor to the surface, supplied by an internal winze. A materials handling project, which reached commercial production in December 2020, has enabled hoisting of ore through an underground winze resulting in reduced reliance on high-cost truck haulage. This has led to improved energy efficiency, reduced ventilation requirements, reduced mining costs and an enhanced production profile.

 

The Mine produced 180,000 ounces of gold in 2023, versus 173,000 ounces of gold in 2022.

 

Proven and Probable Gold Reserves

 

On December 31, 2023, proven and probable gold reserves contained 1.5 million ounces (7.4 million tonnes at grade of 6.23 g/t Au) within a measured and indicated resource, inclusive of mineral reserves, of 1.8 million ounces (9.52 million tonnes at 5.78 g/t Au) and an inferred resource of 0.19 million ounces (1.2 million tonnes at 4.96 g/t Au).

 

Orla commissioned an independent NI 43-101 technical report for Musselwhite in connection with the Proposed Transaction. Based only on the current reserves, Musselwhite has a seven-year mine life (2024-2030) with average annual gold production of 202 koz at $1,269/oz all-in sustaining cost.

 


 

HISTORICAL FINANCIAL INFORMATION

 

6 | P a g e Musselwhite historically existed and functioned as an operating segment of Newmont, and the assets, liabilities and operations of Musselwhite have historically being held and managed by various legal entities within Newmont.

 

Davidson reviewed and considered certain audited combined financial statements derived from the consolidated financial statements and accounting records of Newmont (the “Combined Financial Statements”) for the years ended December 31, 2022 and 2023.

 

The combined statements of operations included all revenues and costs directly attributable to Musselwhite's operations, including an allocation of expenses related to certain Newmont corporate functions, including executive management, finance, legal, information technology, human resources and other shared services. These expenses were allocated based on a direct usage or benefit where specifically identifiable, with the remainder allocated using a proportional cost allocation method based on production of gold equivalent oz.

 

Although the allocation methodology was considered reasonable for the periods presented, the allocations may not reflect the expenses that the Mine would have incurred as a standalone entity. Multiple factors including the chosen organizational structure, the division between outsourced and in-house functions, and strategic decisions made in areas such as information technology and capital expenditures, would impact the actual costs incurred by Musselwhite.

 

In the absence of these standalone costs for the periods presented, the combined financial statements can not reasonably be considered indicative of Musselwhite’s financial position, results of operations or cash flows had the Mine operated as a standalone entity during the periods presented, and the results presented in the combined financial statements were not necessarily indicative of Musselwhite’s future financial position, results of operations or cash flow.

 

Davidson does not consider the information contained in the Combined Financial Statements to be particularly relevant to the Formal Valuation and accordingly has not summarized them in their entirety. However, selected results extracted from the Combined Financial Statements that Davidson considers to be informative, are included below.

 

· Historical operating results included: (i) sales of $305.3 MM [2022] and $350.7 MM [2023]; and (ii) costs applicable to sales1 of $194.5 MM [2022] and $214.4 MM [2023].

 

· A non-cash impairment charge of $296.5 MM was recorded in the fiscal year ended December 31, 2023, comprised of $292.9 MM related to goodwill recorded by Newmont arising from its 2019 acquisition of Goldcorp and the remaining $3.6 MM relating to the long-lived asset (the Mine).

 

· The impairment charge calculated by Newmont for the fiscal year ended December 31, 2023, was based on a short-term gold price of $1,950, an assumed long-term gold price of $1,700, and a discount rate of 10.0%.

 

 

 

1 Excluding depreciation, amortization and reclamation.

 

7 | P a g e In preparing this Formal Valuation, Davidson considered economic conditions at or around the Valuation Date, as obtained from a review of economic statistics, outlooks and consensus information available online.


 

ECONOMIC OUTLOOK

 

 

Canada2 

 

According to TD Economics, following an economic slowdown in 2023 and 2024, Canadian output is expected to rebound in 2025 and 2026. Thereafter, real GDP growth is expected to decelerate to its long-run average of around 1.8% annually. Consumer spending will undergo a period of below-trend growth through 2026, as Canadian households save more in the face of high mortgage debt.

 

Business investment is expected to grow above trend over the forecast horizon. The need to build more homes will boost residential investment, and the opportunity to fast track the clean energy transition will cause a lift to investment in structures, machinery, and equipment. After a period of high inflation, headline and core consumer price inflation is expected to stabilize around the 2% target over the medium term. As a result, the Bank of Canada will be able to cut its policy rate back to the neutral rate of 2.25% by 2026. The Canadian dollar is expected to return to the 75 U.S. cent level once Canadian economic growth is able to catch-up to that of the U.S.

 

United States3 

 

TD Economics forecasts the U.S. economy to remain above its long-run trend rate of growth in 2024, before normalizing closer to a trend pace in 2025. The unemployment rate is expected to edge a bit higher by year-end, before gradually returning to its long-run average of 4.0% by the first half of 2026. Inflation has slowed from its multi- decade highs and is expected to continue to drift lower over the next few years. Core inflation isn’t expected to reach the Federal Reserve’s 2% inflation target until late-2025. TD projects the fed funds rate to be lowered steadily back to a level more consistent with its neutral (3.0%) rate by 2025 and hold there as the economy finds its balance.

 

INDUSTRY OUTLOOK

 

Gold Sector4 

 

According to TD Economics

 

· The free cash flow (“FCF”) of the gold producers covered by TD rose approximately 51% quarter over quarter in Q3 2024, and although this remains below the levels observed in 2020, several producers were building expansions or growth projects.

 

· Q3 2024 industry gross margins of 56.5% came in below TD’s forecast of 58.3% although roughly 3/4 of the difference versus TD’s forecast was caused by Newmont, which reported cash costs 11% above their forecast.

 

· Most gold producers are expecting inflation ranging from 3-5%. However, as producers work to offset the annual inflation through operations efficiencies, the full inflationary effect does not always flow through to operating costs.

 

 

 

2  Source: TD Economics – Long Term Economic Forecast published on September 19, 2024

3  Source: TD Economics – Long Term Economic Forecast published on September 19, 2024

4  Source: TD Cowen – Gold and Precious Minerals Sector Note published on November 18, 2024

 


 

· The current gold price of approximately $2,600 / oz provides a constructive environment for gold producers and should provide for strong FCF generation in Q4 2024. Furthermore, the elevated gold price has created a supportive environment for M&A activities in the sector.

 

VALUATION CRITERIA AND METHODOLOGIES

 

Fair Market Value

 

8 | P a g e This Formal Valuation has been prepared with reference to the notion of fair market value as defined in MI 61-101 as “the monetary consideration that, in an open and unrestricted market, a prudent and informed buyer would pay to a prudent and informed seller, each acting at arm’s length with the other and under no compulsion to act”.

 

In preparing this Formal Valuation, no consideration was given to the effect of the Proposed Transaction on the value of Musselwhite.

 

Approaches to Value

 

There are two basic approaches to determine fair market value: the liquidation approach and the going concern approach.

 

A liquidation valuation approach is used where a business is not viable as a going concern or if the return on the assets of the business on a going concern basis is not considered adequate. This value is the net realizable value on an orderly disposition made in a manner that would maximize the value and/or minimize taxes thereon resulting in the highest cash flows to the owner.

 

The going concern approach assumes a continuing business enterprise with a potential for economic future earnings that provides a sufficient return on the invested capital. Where a business has commercial value as a going concern, there are three generally accepted valuation methodologies: (i) the Cost Approach; (i) the Market Approach; and (iii) the Income Approach. The nature and characteristics of the asset or business indicates which approach and methodology is most appropriate for valuation.

 

Valuation Methodologies

 

Cost Approach

 

The cost approach is based on the premise that a prudent third-party purchaser would pay no more for an asset than its replacement cost. The fair market value of the asset is therefore derived as an estimate of the current cost to reproduce, purchase, or replace the asset. The cost to replace an asset would include all costs necessary to construct a similar asset with the same functional utility using prices applicable at the valuation date. To the extent that the assets being valued provide less utility than a newly constructed asset, the reproduction or replacement cost would be adjusted to reflect appropriate physical deterioration, functional obsolescence, and economic obsolescence.

 

Market Approach

 

The market approach uses market data to determine the fair market value of an asset based on observed transaction values for comparable assets under similar circumstances. Comparable transactions may be identified through a review and comparison with comparable publicly traded companies or acquisitions of comparable companies. The market approach relies on the availability of recent and transparent information related to similar assets.

 


 

9 | P a g e The market approach requires the determination of financial results considered to be representative of the future performance of the subject asset or company and capitalizing those amounts by appropriate risk-adjusted rates, or using similar non-financial metrics based specific to an asset. This approach provides an indication of value that corresponds with the figure being capitalized (e.g., capitalizing net earnings available to common stockholders yields an indication of value for the common stock). Likewise, capitalizing EBITDA provides an indication of the enterprise value (“EV”) of the company because this earnings stream is utilized for payments or returns to both debt and equity holders. The capitalization rate represents a market-based view of what investors believe to be a fair and reasonable rate of return for the particular security given the inherent risks of ownership. It incorporates expectations of growth and rests on the implicit assumption that some level of earnings will be generated by the enterprise into perpetuity.

 

The market approach can be transparent and simple when comparable information is available. This is most commonly observed when the acquired asset has been widely marketed to third parties or there is an active market for similar assets.

 

Income Approach

 

The income approach is based on the premise that the value of an asset is the present value of the future earnings available for distribution to investors. Commonly used income approaches to value securities or individual assets are the DCF and the capitalized cash flow analysis. The DCF method is a frequently used form of the income approach. It estimates the present value of the projected future cash flows to be generated by a company and theoretically available (though not necessarily paid) to the capital providers of the subject company.

 

The discount rate is intended to reflect all risks of ownership and the associated risks of realizing the stream of projected future cash flows. It can also be interpreted as the rate of return that would be required by providers of capital to a company to compensate them for the time value of their money, as well as the risk inherent in the particular investment.

 

The DCF method requires an accurate forecast of the cash flow expected to be generated by the operations of the business or subject asset. It incorporates the positive (or negative) cash flow from operations, as well as cash expenditures related to working capital investment and fixed asset purchases. Non-cash expenses included in accounting profit are adjusted in the forecast. These cash flows are typically projected over a limited number of years, which depend on a company’s planning horizon and other factors related to industry and the general economy. A terminal value is then determined to reflect the continued operations of the business beyond the forecast horizon.

 

This terminal value is an estimate of value at that future point in time and incorporates the assumptions of perpetual operations and implicit growth found in the market approach. Discounting each of the projected future cash flows and the terminal value back to the present and summing up the results yields an indication of value.

 

When only a single period of projected financial results is available, the capitalized cash flow method may be more appropriate than the DCF method. A capitalized cash flow analysis involves determining an appropriate discretionary cash flow estimate before interest charges based on normal operating conditions. Discretionary cash flows are determined through an analysis of the business’s historic operating results and forecast by management. A capitalization factor is applied to the cash flow estimate to determine the enterprise value. The capitalization factor applied is based on the weighted average cost of capital for the business.

 

Under either the DCF or capitalized cash flow approach, interest bearing debt is deducted from the business’s EV to determine the value of the business attributable to equity shareholders.

 


 

NAV Analysis

 

10 | P a g e With respect to the mining and metals industry, the DCF method is referred to as a NAV analysis whereby NAV represents the net present value of the expected future cash flows of the subject mineral property based on certain inputs and assumptions.

 

The expected future cash flows in a NAV analysis are based on the existing mine plan and a consistent discount rate across the same commodities. In addition, a NAV analysis assumes the owner of the mineral property fully controls the asset and can access the required capital to operate and develop the property.

 

There is no terminal value in a NAV analysis as the subject mineral property only has non-renewable reserves and resources as set out in a discrete forecast period and therefore there are no perpetual operations of the asset beyond the finite life of the mine.

 

The discount rate represents the rate of return that the market participant would require to induce investment in the mineral property given the risks inherent in achieving the expected cash flows.

 

NAV analyses commonly use a real discount rate of 5.0% for gold properties and 8.0% for most base metals. However, such industry standard discount rates can be adjusted to address current rates of return, investor sentiment and idiosyncratic5  risk factors specific to the subject mineral property as at the Valuation Date.

 

SELECTED VALUATION METHODOLOGY

 

The selection of appropriate valuation methodologies and the valuation conclusions drawn therefrom are matters of professional judgement

 

The fair market value of Musselwhite was analyzed on a going concern basis. As Musselwhite is generating positive cash flows and is forecast to continue doing so for the foreseeable future, an Income Approach using a DCF methodology was considered most appropriate. Specifically, Davidson estimated the NAV of Musselwhite by calculating the estimated net present value of the unlevered after-tax cash flows Musselwhite was forecast to generate over its life of mine.

 

Information contained from relevant comparable companies and precedent transactions, including from the details of the Proposed Transaction, was only considered to corroborate our NAV conclusion, and was not applied as a direct valuation methodology.

 

NET ASSET VALUE ANALYSIS

 

Davidson performed a NAV analysis of Musselwhite by calculating the estimated attributable net present value of the unlevered, after-tax cash flows that Musselwhite is forecast to generate over its expected life. Davidson based its DCF analysis primarily on management’s model and Musselwhite’s NI 43-101 technical report.

 

Davidson then reviewed and corroborated key inputs and assumptions in management’s model, including: (i) forecast gold prices; (ii) gold volumes sold; (iii) sustaining and exploration capital expenditures; and (iv) the USD:CAD exchange rates, all of which are critical determinants of the fair market value of Musselwhite.

 

 

 

5 Include, but not limited to: (i) technical risk; (ii) permitting and political / sovereign risk; (iii) financial and forecast risk; (iv) environmental risk; and (v) social risk.

 

11 | P a g e Future commodity prices and foreign exchange rates are difficult to predict, and different views can have a significant impact on the resulting net present value.


 

Forecast Gold Price and Exchange Rate

 

 

Analyst Consensus Commodity Price Forecasts
Gold (US$/oz)
    As at November 15, 2024
       
Date Firm 2024 2025 2026 2027 LT
06-Nov-24 CIBC $2,384 $2,600 $2,400 $2,200 $1,975
23-Sep-24 Raymond James $2,342 $2,500 NA NA NA
23-Oct-24 Cormark $2,347 $2,500 NA NA NA
29-Oct-24 Canaccord $2,387 $2,739 $2,963 $2,963 $2,963
12-Nov-24 Desjardins $2,328 $2,425 $2,300 $2,175 NA
05-Nov-24 Cantor $2,200 $2,200 $2,200 $2,200 NA
24-Oct-24 TD $2,397 $2,725 $2,600 $2,300 $2,200
14-Oct-24 National Bank $2,410 $2,750 $2,750 $2,600 NA
23-Oct-24 RBC $2,355 $2,655 $2,500 $2,400 $2,200
21-Oct-24 Stifel $2,396 $2,750 $2,550 $2,300 NA
17-Oct-24 Hayw ood $2,388 $3,000 $3,300 $2,800 NA
23-Oct-24 H.C. Wainw right $2,100 $2,100 $2,100 $2,100 NA
04-Nov-24 Scotia $2,300 $2,300 $1,900 $1,900 $1,900
23-Oct-24 Paradigm $2,347 $2,000 NA NA NA
Average   $2,334 $2,517 $2,506 $2,358 $2,248
Median   $2,351 $2,550 $2,500 $2,300 $2,200
Max   $2,410 $3,000 $3,300 $2,963 $2,963
Min   $2,100 $2,000 $1,900 $1,900 $1,900
Per management model $2,291 $2,369 $2,256 $2,183 $2,000

 

Sources: Capital IQ, equity research reports

NA: Not Available

 

Davidson selected its long-term gold price forecast of USD $2,200/oz based on a review of mining and metals equity research analysts’ gold price estimates, presented above, which in Davidson’s view is representative of those used by market participants in assessing investment in gold producing properties and gold exploration and development projects.

 

USD:CAD Exchange Rate

 

The forecast USD:CAD exchange rate of 0.75 was based on the underlying rate used by management. Management’s model was created on a US dollar basis, however there are embedded exchange rate assumptions that underpin certain cost assumptions. Davidson corroborated the forecast USD:CAD exchange rate assumption based on a review of published Canadian bank economic departments’ outlooks on foreign exchange.

 

12 | P a g e The forecast gold volumes sold, presented in the table below, were based on projections utilized by Orla’s management and the associated NI 43-101 technical report supported by its consultants6.


 

Gold Volumes Sold

 

 

Musselw hite Mine
Gold Sold
(koz)

 

  2024 E   2025 E   2026 E   2027 E   2028 E   2029 E   2030 E   2031 E   2032 E   2033 E   2034 E   2035 E   2036 E
  196   193   211   214   231   190   141   123   118   122   145   164   171

 

Sustaining and Exploration Capital Expenditures

 

Forecast sustaining capital expenditures to maintain the existing capital asset base of Musselwhite, and forecast exploration capital expenditures to replenish Musselwhite’s reserves and grow its resources were based on management’s model and associated NI 43-101 technical report.

 

Musselw hite Mine
Sustaining and Exploration Capital Expenditure
(USD MMs)

 

    2024 E   2025 E   2026 E   2027 E   2028 E   2029 E   2030 E   2031 E   2032 E   2033 E   2034 E   2035 E   2036 E
Sustaining   77.3   76.4   76.3   60.3   51.8   54.9   56.1   41.7   38.9   24.1   24.5   0.9   1.3
Exploration   2.8   10.5   10.5   10.5   10.5   10.5   10.5   10.5   10.5   10.5   7.1   5.6   1.5

 

Income Taxes

 

In preparing our analysis we incorporated the effective Canadian federal and Ontario provincial corporate income tax rates, and the Ontario mining tax rates, enacted at the Valuation Date.

 

Discount Rate

 

The net present value at November 17, 2024, of the unlevered, after tax cash flows was calculated by applying discount rates of 5.0%, the real industry standard discount rate associated with Tier 1 operating gold mines; and 6.0%, a discount rate based on the inflation adjusted weighted average cost of capital (“WACC”), which takes into account, among other things, investors’ expectations around the risk associated with future cash flows.

 

 

 

 

 

 

6 DRA Global Limited, WSP Canada Inc. and SLR Consulting (Canada) Ltd.

 


 

Weighted Average Cost of Capital

 

13 | P a g e Davidson generally uses, as a starting point, a 5% real discount rate for producing gold mines and adjusts, as appropriate for risks specific to the mineral property notably: technical, permitting, political and sovereign, financial and forecast risk, environmental and social risk.

 

In general, the discount rate most often used in a DCF approach is based on the WACC which is an overall rate based on weighted rates of return for invested capital. WACC is calculated by weighting the required returns on debt and common equity in proportion to their estimated portions in an expected capital structure.

 

The WACC formula is as follows: WACC = (We * ke) + (Wd * kd) where:

 

· We = the value of equity / value of total capital;

 

· ke = the cost of equity;

 

· Wd = the value of interest-bearing debt / value of total capital; and

 

· kd = the after-tax cost of interest-bearing debt.

 

The rate of return on equity is derived using the Capital Asset Pricing Model (“CAPM”). The CAPM estimates the rate of return on common equity as the risk-free rate of return on US Treasury bonds as at the Valuation Date, plus a market equity risk premium expected over the risk-free rate of return, multiplied by the “beta” for the stock. Beta reflects the sensitivity of a company’s stock price to the movements of the stock market as a whole. Adjustments are also often made for size and company specific considerations.

 

As noted above, other risk adjustments may be appropriate to consider, including specific company and market risk factors which may include the following: (i) general economic conditions; (ii) industry and economic conditions; and (iii) the inherent risks attached to the business or subject asset including risks associated with achieving projected operating results.

 

The rate of return on debt is the rate a prudent investor would require on debt invested in the company or other businesses with comparable risk and debt provisions. The interest on debt capital is generally deductible for income tax purposes, and an after-tax interest rate was used in our calculation.

 

As the financial projections of Musselwhite are denominated in real dollars (as opposed to nominal), the WACC is also adjusted for forecast inflation to convert the nominal WACC into a real WACC discount rate.

 

14 | P a g e Our WACC calculation is presented in the table below.


 

  

Musselw hite Mine
Weighted Average Cost of Capital

 

  Assumptions   BETA Calculations (β)     WACC
                 
[2] Risk free rate (Rf) 3.50%   Unlevered Beta = Beta / [(1+ D / E (1-t)]     Cost of Debt 3.79%
[3] Market risk premium (ERP) 5.00%   Relevered Beta = Beta unlevered * [1 + D/E (1-t)]     Debt w eighting 60.00%
[4] Relevered beta (BRL), β 1.87       [10] Cost of Equity (midpoint) 14.49%
[5] Size premium (SP) 1.14%   Relevered BETA Calculations (β)   [10] Equity w eighting 40.00%
[6] Project specific risk premium              
  Low 0.20%   Unlevered Beta (β) 0.89     WACC (nominal basis) 8.00%
  High 0.45%   Income tax rate 26.50%     Low 7.95%
  Cost of Equity - Low (Re) 14.19%   Debt / Equity 150%     High 8.05%
  Cost of Equity - High (Re) 14.44%   Relevered Beta (β) 1.87        
                   
[7] Pre-tax return on debt 5.16%           WACC (real basis) 6.00%
[8] Income tax rate (t) 26.50%           Low 5.95%
    3.79%   LT CPI inflation target 2.0%     High 6.05%

 

[1] Source: S&P Capital IQ and Kroll Cost of Capital Navigator.
[2] Based on the higher of the Kroll normalized risk-free rate of 3.50% and the Government of Canada Long-Term Bond Yield as at the Valuation Date.
[3] Equity risk premium based on Kroll normalized long-term Equity Risk Premium.
[4] Based on the selected unlevered 5-year Beta of somew hat comparable companies, relevered based on market participant assumptions for the Company's capital structure and effective income tax rate.
[5] Based on CRSP decile 8 w hich included entities w ith an equity market capitalization size ranging from USD $555.9 MM to USD $1.05 B.
[6] Project specific risk considered appropriate given the inherent risks attached to the Musselw hite business notably (i) technical risk; (ii) financial & forecast risk; (iii) environmental risk; and (iv) social risk.
[7] Proxy for the pre-tax cost of debt based on the yield on 5-year Investment Grade rated corporate debt (USD, Materials) as at the Valuation Date.
[8] Based on substantially enacted Federal and Provincial corporate income tax rates.
[9] Calculated based on selected debt to capital ratio (%Debt / (1- %Debt))
[10] An optimal capital structure based on review of somew hat comparable companies and assuming a significant ability of the Company to obtain debt financing and use financial leverage. We note that the net debt financing of the cash component of $810 million is $590 million, w hich implies a debt to capital ratio of 72.8%. We also note the $200 million equity component is comprised of convertible debt (i.e. equity linked securities).

 

15 | P a g e A summary of our NAV analysis is presented below.


 

 

Musselw hite Mine
NAV Analysis
(USD MMs)

 

  2024 E 2025 E 2026 E 2027 E 2028 E 2029 E 2030 E 2031 E 2032 E 2033 E 2034 E 2035 E 2036 E 2037 E 2038 E … [1] 2071 E
                                   
Forecast inf ormation                                  
Gold sold 196.5 192.9 211.0 213.7 230.7 190.1 140.5 123.0 118.4 122.3 144.5 164.1 170.9 - - -
Net revenue 450.0 457.0 475.8 466.4 507.3 418.2 309.1 270.6 260.4 269.0 317.8 360.9 375.9 - - -
Oper. costs & rlty pmnts. 210.1 220.9 222.8 215.8 228.9 229.2 198.0 184.4 180.9 194.2 199.8 208.2 187.3 12.1 4.1 0.1
Capital costs 80.1 86.9 86.8 70.8 62.3 65.4 66.6 52.2 49.4 34.6 31.7 6.6 2.8 - - -
                                   
Net revenue 450.0 457.0 475.8 466.4 507.3 418.2 309.1 270.6 260.4 269.0 317.8 360.9 375.9 - - -
EBITDA 251.2 248.2 266.4 264.1 293.9 200.0 117.7 91.7 84.4 79.5 125.7 162.3 198.8 (12.1) (4.1) (0.1)
EBIT 153.2 148.2 170.2 175.9 218.3 127.5 46.9 33.3 24.2 15.9 79.0 127.2 144.2 (20.0) (9.6) (0.1)
Net income 105.6 125.5 139.4 142.1 170.7 103.4 42.3 30.0 21.4 12.7 61.4 90.8 99.6 (2.2) (2.8) (0.1)
Operating cash flow 184.4 225.8 235.2 230.2 246.3 179.2 114.7 88.6 81.8 76.8 106.9 125.0 152.4 16.2 6.8 -
After-tax free cash flow 104.3 138.9 148.4 158.5 182.1 112.9 47.1 36.4 32.3 42.2 75.2 118.5 149.5 (43.2) (13.3) (0.3)

 

After-tax NPV  
Discount rate 6.0% 910.0  
Discount rate 5.0% 940.0  

 

[1] Years 2039 to 2070 consist of immaterial amounts relating to cash reclamation, other site operating costs and income taxes.

 

SENSITIVITY ANALYSIS

 

Davidson performed a sensitivity analysis by altering several key inputs within the DCF model. These inputs included: (i) WACC; (ii) long-term gold price; (iii) gold volumes sold; (iii) sustaining capital expenditure; (iv) exploration capital expenditure and (v) the USD:CAD foreign exchange rate.

 

The results of our sensitivity analysis are summarized in the table below.

 

Musselw hite Mine

Sensitivity Observations

(USD MMs)

 

    After-tax NPV - Low   After-tax NPV - High
Key Assumptions Input Used Low Base High   Low Base High
Discount rate +/-1% 6% / 4% 875 915 959   901 938 978
LT Gold price -/+10% $1,980 / $2,420 770 915 1,060   789 938 1,087
Gold Sold -/+10% 1,820 / 2,224 koz 687 915 1,143   704 938 1,172
Sustaining CAPEX +/-10% $558.1 / $456.6 886 915 945   908 938 968
Exploration CAPEX +/-10% $119.6 / $97.9 910 915 921   932 938 944
USD:CAD FX Rate +/-5% 0.7875 / 0.7125 898 915 933   920 938 956

 

16 | P a g e Davidson also performed corroborative precedent transaction analysis and comparable company trading analysis to assess the reasonableness of the fair market value conclusions of Musselwhite.


 

CORROBORATIVE ANALYSIS

 

 

Precedent transaction analysis involved reviewing the implied multiples from corporate and asset transactions in the gold sector of the mining and metals industry to derive value relationships implicit in those transactions that can be used to assess the indicative fair market value range of Musselwhite.

 

Comparable company trading analysis involved reviewing the trading multiples of selected publicly traded gold- focused companies considered comparable to Musselwhite, as at the Valuation Date, to calculate the implied market-based valuation multiples that can be used to assess the indicative fair market value range of Musselwhite.

 

Precedent Transaction Analysis

 

Davidson identified comparable precedent transactions involving companies and assets in the gold sector which have been completed and for which there is sufficient public information to derive valuation multiples. The comparable precedent transaction analysis consists of deriving appropriate value benchmarks based on transactions of comparable nature and then comparing these value benchmarks to Musselwhite’s implied metrics.

 

Davidson focused on selecting transactions involving companies and assets considered most comparable to Musselwhite, considering criteria such as primary commodity, stage, geographic location and grade.

 

Davidson identified and reviewed the certain comparable precedent transactions presented in the table below:

 

Formal Valuation of Musselw hite Mine  
Relevant Precedent Transactions            
          Transaction  
          Price  
Seller Buyer Closed Country Metal Transaction Type (USD $MM) P/NAV
Pretium Resources Inc. New crest Mining Ltd. 3/9/2022 CAN Gold Acqn. of Company 2,751.6 1.55 x
Claude Resources Inc. SSR Mining Inc. 5/31/2016 CAN Gold Acqn. of Company 308.4 1.54 x
Richmont Mines Inc. Alamos Gold Inc. 11/23/2017 CAN Gold Acqn. of Company 560.4 1.36 x
Lakeshore Gold Corp. Tahoe Resources Inc. 4/1/2016 CAN Gold Acqn. of Company 818.0 1.35 x
Osisko Mining Corp. Agnico Eagle Mines Ltd. and Yamana Gold Ltd. 6/16/2014 CAN Gold Acqn. of Company 3,691.1 1.24 x
Yamana Gold Ltd. Agnico Eagle Mines and Pan American Silver Corp. 3/31/2023 CAN Gold Acqn. of Company 6,589.0 1.21 x
Equinox Gold Corp. Sandbox Royalties Corp. 10/31/2023 CAN Gold Acqn. of Greenstone Mine 75.0 1.19 x
Atlantic Gold Corp. St. Barbara Limited 7/19/2019 CAN Gold Acqn. of Company 615.5 1.11 x
New mont Goldcorp Corp. Evolution Mining Ltd. 3/31/2020 CAN Gold Acqn. of Red Lake Complex 490.0 1.01 x
Osisko Mining Corp. Gold Fields Limited 10/25/2024 CAN Gold Acqn. of Company 1,312.2 0.99 x
Alamos Gold Inc. AuRico Gold Inc. 7/2/2015 CAN Gold Acqn. of Company 395.9 0.87 x
             
        Average 1,600.6 1.22 x
        Median 615.5 1.21 x
        1st Quartile 442.9 1.06 x
        3rd Quartile 2,031.9 1.36 x
        Low 75.0 0.87 x
        High 6,589.0 1.55 x
New mont Corporation Orla Mining Ltd. 11/17/2024     Acqn. of Musselw hite 850.0 0.92 x

 

Source: S&P Capital IQ, Company Filings, Mining and Metals Equity Research Analyst Reports

 

 

17 | P a g e Davidson analyzed precedent price to NAV (“P/NAV”) multiples based on mining and metals equity research analyst estimates of the targets’ NAV at the date of each precedent transaction7.


 

 

Precedent transaction P/NAV multiples represent pricing and market participant assumptions at those indicated transaction dates which differ from the Valuation Date for Musselwhite.

 

Spot and forward gold prices continuously change, which impacts the valuation of companies and assets. For practical reasons, NAV estimates may not be updated contemporaneously with changes in forecast gold prices, but rather are revised on an interim or ad hoc basis by mining and metals equity analysts based on disseminated forward guidance communicated to the investment community by the reporting issuers. As such, discounts or premiums may exist due to assumption timeliness.

 

Consideration of Proposed Transaction Price

 

In addition to the above, we note that that the implied P/NAV of 0.92x (based on the Proposed Transaction price of $850 million) was within the range of P/NAV multiples from 0.87x to 1.55x.

 

Our concluded fair market value is greater due to the consideration of the higher long-term gold price assumption of $2,200 contained in Davidson’s DCF model versus the long-term gold price assumptions of both Orla and Newmont inherent in the pricing negotiations that ultimately resulted in the Proposed Transaction price of Musselwhite.

 

 

 

 

 

 

7 A company or asset with a P/NAV multiple that is greater than 1.0x is said to be trading or priced at a premium to its NAV and conversely a P/NAV multiple that is less than 1.0x is said to be trading or priced at a discount to its NAV.

 


 

Comparable Company Trading Analysis

 

18 | P a g e As another analysis to corroborate our valuation conclusion as to the fair market value of Musselwhite, Davidson also reviewed the following market trading multiples of selected publicly traded gold-focused companies that it considered comparable to Musselwhite:

 

Formal Valuation of Musselw hite Mine
Relevant Comparable Companies

 

Guideline Public Company EV LTM
Rev
NTM
Rev
LTM
EBITDA
NTM
EBITDA
EV /
LTM Rev
TEV /
NTM Rev
EV / LTM
EBITDA
EV / NTM
EBITDA
                   
Orla Mining Ltd. 1,665 314 323 178 180 5.3 x 5.2 x 9.4 x 9.2 x
Lundin Gold Inc. 6,987 1042 1921 642 1312 6.7 x 3.6 x 10.9 x 5.3 x
Alamos Gold Inc. 10,383 1226 1567 632 940 8.5 x 6.6 x 16.4 x 11.1 x
Wesdome Gold Mines Ltd. 1,580 478 626 226 393 3.3 x 2.5 x 7.0 x 4.0 x
New Gold Inc. 3,141 862 1164 355 622 3.6 x 2.7 x 8.8 x 5.1 x
Fortuna Mining Corp. 2,132 1025 895 432 473 2.1 x 2.4 x 4.9 x 4.5 x
OceanaGold Corporation 2,846 1134 1506 435 767 2.5 x 1.9 x 6.5 x 3.7 x
Calibre Mining Corp. 2,065 534 1284 169 812 3.9 x 1.6 x 12.2 x 2.5 x
IAMGOLD Corporation 4,423 1461 2155 458 1113 3.0 x 2.1 x 9.7 x 4.0 x
Torex Gold Resources Inc. 2,386 1103 1486 499 792 2.2 x 1.6 x 4.8 x 3.0 x
Eldorado Gold Corporation 4,550 1194 1550 574 837 3.8 x 2.9 x 7.9 x 5.4 x
Dundee Precious Metals Inc. 1,584 567 634 287 378 2.8 x 2.5 x 5.5 x 4.2 x
K92 Mining Inc. 1,972 306 515 148 270 6.5 x 3.8 x 13.3 x 7.3 x
                   
          Avg. 4.2 x 3.0 x 9.0 x 5.3 x
          Med. 3.6 x 2.5 x 8.8 x 4.5 x
          1st Quart. 2.8 x 2.1 x 6.5 x 4.0 x
          3rd Quart. 5.3 x 3.6 x 10.9 x 5.4 x
          Low 2.1 x 1.6 x 4.8 x 2.5 x
          High 8.5 x 6.6 x 16.4 x 11.1 x
                   
Musselw hite, Low FMV 910 450 457 251.2 248.2 2.0 x 2.0 x 3.6 x 3.7 x
Musselw hite, High FMV 940 450 457 251.2 248.2 2.1 x 2.1 x 3.7 x 4.4 x

 

Source: S&P Capital IQ, Company Filings.
Priced as at November 17, 2024.

Reported Currency (S&P Capital IQ)

 

Davidson analyzed reported EV to last twelve months (“LTM”) and next twelve months (“NTM”) revenue and EBITDA multiples, respectively, at the Valuation Date.

 

Based on the above analysis, Musselwhite’s implied EV multiples approximate the low end of the range of the observed multiples. This provides support to corroborate our valuation conclusion as the implied multiples associated with the Mine would be expected to approximate the low end of the range as Musselwhite is comprised of one operating mine located in Ontario, whereas the selected publicly traded companies’ higher valuation multiples are influenced by the fact that these companies have a more extensive asset portfolio of mines and projects operating in multiple geographies. In other words, a larger and/or more diversified company may command a relatively higher implied valuation multiple.

 


 

19 | P a g e As a supplemental analysis to further assess the supportability of the fair market value of Musselwhite, we also considered the implied EV as a percentage of the In-Situ value8 of resources for Musselwhite and compared it to the observed metrics from the selected publicly traded gold-focused companies comparable to Musselwhite. As the implied EV to In-Situ value implied a metric that was not inconsistent with the selected public companies, we find this to be additional support to corroborate our fair market value conclusion of Musselwhite at the Valuation Date.

 

FORMAL VALUATION CONCLUSION

 

Based on the scope of our review, major assumptions, and the restrictions and qualifications set out above, in our opinion the fair market value of Musselwhite, as at November 17, 2024, is in the range of USD $910 million to USD

$940 million.

 

Yours very truly,

 

 

Davidson & Company LLP

 

November 17, 2024

 

 

 

 

 

 

8 The In-Situ value is the amount of contained resources multiplied by current prices of the underlying minerals. The In-Situ value standardizes the various minerals into a single metric and allows comparison of potential values across a variety of mineral reserves. Current prices and In-Situ values are provided by S&P Capital IQ.

 

20 | P a g e CONSENT OF DAVIDSON & COMPANY LLP


 

SCHEDULE D

 

To: The board of directors of Orla Mining Ltd. (the “Board”)

 

We, Davidson & Company LLP, hereby consent (i) to the references within the management information circular of Orla Mining Ltd. (“Orla”) dated December 9, 2024 (the “Circular”) to our formal valuation dated November 17, 2024 (the “Formal Valuation”), which we prepared for the Board in connection with the Share Purchase Agreement dated November 17, 2024 between Orla, 1511583 B.C. Ltd., a wholly-owned subsidiary of Orla, and Goldcorp Canada Ltd., a subsidiary of Newmont Corporation, and (ii) to the inclusion of the full text of the Formal Valuation as Schedule “C” to the Circular and to the filing of the Formal Valuation in the Circular with the applicable securities regulatory authorities. In providing this consent, we do not intend that any persons other than the Board rely upon the Formal Valuation.

 

All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Circular.

 

(Signed) “Davidson & Company LLP”

 

Davidson & Company LLP

 

December 13, 2024

 

Page -D-1


  

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