Imperial Metals Corporation Annual Information Form
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Imperial Metals Corporation Annual Information Form for the Year Ended December 31, 2014 Dated: March 30, 2015 - 1 - TABLE OF CONTENTS PAGE DATE OF INFORMATION 2 CURRENCY 2 CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION 2 DOCUMENTS INCORPORATED BY REFERENCE 3 CONVERSIONS / ABBREVIATIONS 3 DEFINITIONS 4 DESCRIPTION OF COMPANY & CORPORATE STRUCTURE 6 COMPETITIVE CONDITIONS 7 ENVIRONMENTAL PROTECTION 7 RISK FACTORS 8 DEVELOPMENT OF THE COMPANY – THREE YEAR HISTORY 8 MINERAL PROPERTIES 11 : RED CHRIS MINE 11 : MOUNT POLLEY MINE 20 : HUCKLEBERRY MINE 28 : STERLING MINE 35 : RUDDOCK CREEK 43 : OTHER PROPERTIES 48 DIVIDENDS 48 CAPITAL STRUCTURE 48 MARKET FOR SECURITIES 48 RATINGS 49 DIRECTORS & EXECUTIVE OFFICERS 50 CORPORATE CEASE TRADE ORDERS OR BANKRUPTCIES 53 CONFLICTS OF INTEREST 53 INTEREST OF MANAGEMENT & OTHERS IN MATERIAL CONTRACTS 54 MATERIAL CONTRACTS 54 LEGAL PROCEEDINGS 54 TRANSFER AGENT & REGISTRAR 54 NAMES & INTERESTS OF EXPERTS 55 ADDITIONAL INFORMATION 55 SCHEDULE A | AUDIT COMMITTEE CHARTER 56 ANNUAL INFORMATION FORM FOR THE YEAR ENDED DECEMBER 31, 2014 - 2 - DATE OF INFORMATION The information contained within this Annual Information Form (AIF) is for the financial year ended December 31, 2014 unless stated otherwise. CURRENCY The reporting currency of the Company is the Canadian (CDN) Dollar and all financial information presented in this AIF is in Canadian dollars, unless otherwise indicated. CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION This AIF provides material information about Imperial and its business, operations and developments for the year ended December 31, 2014 and plans for the future based on facts and circumstances as at March 30, 2015. Except for statements of historical fact relating to the Company, certain information contained or incorporated by reference herein constitutes forward-looking information which are prospective in nature and reflect the current views and/or expectations of Imperial. Often, but not always, forward-looking information can be identified by the use of statements such as "plans", "expects" or "does not expect", "is expected", "scheduled", "estimates", "forecasts", "projects", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Such information in this AIF includes, without limitation, statements regarding: mine plans; costs and timing of current and proposed exploration and development; production and marketing; capital expenditures; future expenses and plans relating to ongoing recovery, remediation, rehabilitation and restoration activities at the Mount Polley mine; use of proceeds from financings; expectations relating to the construction, commissioning and operation of the Red Chris mine; adequacy of funds for projects and liabilities; expectations relating to the receipt of insurance proceeds; outcome and impact of litigation; expectations relating to results of operations; and markets and pricing of copper and gold. Forward-looking information is not based on historical facts, but rather on then current expectations, beliefs, assumptions, estimates and forecasts about the business and the industry and markets in which Imperial operates, including assumptions that: Imperial will be able to advance and complete recovery, remediation, rehabilitation and restoration activities at the Mount Polley mine within expected timeframes; that there will be no significant delay in the recommencement of operations at the Mount Polley mine; that Imperial’s initial recovery activities will be successful as planned; that all required permits, approvals and arrangements to proceed with planned remediation and restoration will be obtained in a timely manner; that there will be no interruptions that will materially delay Imperial’s progress with its remediation plans; that Imperial will have access to capital if required; that there will be no material delay in the commissioning of the Red Chris mine; that insurance proceeds will be available to contribute materially to the remediation at the Mount Polley mine; that equipment will operate as expected; that the Company’s use of derivative instruments will enable to Company to achieve expected pricing protection; that there will be no material adverse change in the market price of commodities and exchange rates; and that the Red Chris mine will be constructed, commissioned and operated substantially in accordance with current budgeted capital and operating expenditures and will achieve expected production outcomes (including with respect to mined grades and mill recoveries). Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. We can give no assurance that the forward-looking information will prove to be accurate. Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause Imperial’s actual results, revenues, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the statements constituting forward-looking information. Important risks that could cause Imperial’s actual results, revenues, performance or achievements to differ materially from Imperial’s expectations include, among other things: uncertainty regarding the outcome of sample testing and analysis being conducted on the area affected by the tailings dam breach; risks relating to the timely receipt of necessary approvals and consents to proceed with the remediation plan; risks relating to timing of the remaining costs and liabilities relating to the tailings dam breach; uncertainty as to actual timing of completion of recovery, remediation and restoration activities and the recommencement of commercial operations at the Mount Polley mine; risks relating to the impact of the tailings dam breach on Imperial’s reputation; the quantum of claims, fines and penalties that become payable by Imperial and the risk that current sources of funds are insufficient to fund liabilities; risks that Imperial will be unsuccessful in defending against any legal claims or potential litigation; risk of costs arising from any unforeseen longer-term environmental consequences of the tailings dam breach at Mount Polley mine; risks that additional financing that may be required may not be available to Imperial on terms ANNUAL INFORMATION FORM FOR THE YEAR ENDED DECEMBER 31, 2014 - 3 - acceptable to Imperial or at all; risks of protesting activity and other civil disobedience restricting access to the Company’s properties; failure of plant, equipment or processes to operate in accordance with expectations; cost escalation, unavailability of materials and equipment, labour unrest, power shortages, natural phenomena such as weather conditions negatively impacting the progress of remediation or the construction, commissioning or operation of the Red Chris mine; inaccurate geological and metallurgical assumptions (including with respect to the size, grade and recoverability of mineral reserves and resources); and other hazards and risks disclosed within Imperial’s Management’s Discussion and Analysis for the year ended December 31, 2014 and other public filings which are available on Imperial’s profile on SEDAR at www.sedar.com. For the reasons set forth above, investors should not place undue reliance on forward-looking statements. Imperial does not undertake to update any forward looking information, except in accordance with applicable securities laws.” DOCUMENTS INCORPORATED BY REFERENCE This AIF incorporates other documents by reference which can provide the reader with additional detailed information. The documents incorporated by reference include the Technical Reports listed in the table below and are available on SEDAR at www.sedar.com, as well as the Company’s website at www.imperialmetals.com. National Instrument 43-101 Technical Reports 2012 Ruddock Creek Mar. 1, 2012 Technical Report – Ruddock Creek Lead-Zinc Project – Kamloops Mining Division, British Columbia 2012 Red Chris Feb. 14, 2012 2012 Technical Report on the Red Chris Copper-Gold Project, British Columbia 2011 Huckleberry Nov. 11, 2011 Technical Report on the Main Zone Optimization – Huckleberry Mine, Omineca Mining Division, British Columbia 2006 Sterling Feb. 7, 2006 Technical Report on the Sterling Property 144 Zone: Resource Summary and Exploration Proposal – Nevada, USA 2004 Mount Polley Aug. 1, 2004 43-101 Technical Report - Mount Polley Mine: 2004 Feasibility Study – Likely, BC CONVERSIONS Imperial Measure Conversion to Metric Unit Metric Unit Conversion to Imperial Measure 2.470 acres = 1 hectare 0.4047 hectare = 1 acre 3.280 feet = 1 metre 0.3048 m = 1 foot 0.620 miles = 1 kilometre 1.6093 kilometre = 1 mile 0.032 troy ounces = 1 gram 31.1035 grams = 1 ounce (troy) 2.205 pounds = 1 kilogram 0.454 0 kilograms = 1 pound 1.102 (short) tons = 1 tonne 0.9072 tonnes = 1 ton 0.029 (troy) ounces/(short) ton = 1 gram/tonne 34.2857 gram/tonnes = 1 ounce (troy)/ton (short) ABBREVIATIONS The following abbreviations may be used in this document: km = kilometre ft = feet m = metre oz = ounces mm = millimetre lbs = pounds g/t = grams per tonne oz/st gold = ounce per short ton gold sq/m = square metre g/T gold = grams per ton gold C = Celsius kV = kilovolt F = Fahrenheit kW = kilowatt opt = ounces per ton QA/QC = quality assurance and quality