Alturas Minerals Corp
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G ALTURAS MINERALS CORP. ANNUAL INFORMATION FORM FOR THE YEAR ENDED DECEMBER 31, 2015 March 30, 2016 ALTURAS MINERALS CORP. ANNUAL INFORMATION FORM FOR THE YEAR ENDED DECEMBER 31, 2015 TABLE OF CONTENTS Page INTRODUCTORY NOTES ....................................................................................................................................... 1 CORPORATE STRUCTURE .................................................................................................................................... 2 GENERAL DEVELOPMENT OF THE BUSINESS ............................................................................................... 3 DESCRIPTION OF THE BUSINESS ....................................................................................................................... 4 RISK FACTORS ....................................................................................................................................................... 12 EXPLORATION PROJECTS .................................................................................................................................. 17 DIVIDENDS ............................................................................................................................................................... 32 DESCRIPTION OF CAPITAL STRUCTURE....................................................................................................... 32 MARKET FOR SECURITIES ................................................................................................................................. 33 DIRECTORS AND OFFICERS ............................................................................................................................... 34 LEGAL PROCEEDINGS ......................................................................................................................................... 36 INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS.................................... 36 TRANSFER AGENT, REGISTRAR AND AUDITORS ....................................................................................... 37 MATERIAL CONTRACTS ..................................................................................................................................... 37 INTERESTS OF EXPERTS ..................................................................................................................................... 37 AUDIT COMMITTEE .............................................................................................................................................. 37 ADDITIONAL INFORMATION ............................................................................................................................. 38 EXHIBIT “A” .......................................................................................................................................................... A-1 -1- INTRODUCTORY NOTES Cautionary Note Regarding Forward-Looking Information This Annual Information Form contains “forward-looking information” which may include, but is not limited to, statements with respect to the future financial or operating performance of the Corporation (as hereinafter defined), its subsidiaries and its projects, the timing and amount of estimated future capital, operating and exploration expenditures, costs and timing of future exploration, requirements for additional capital, government regulation of mining operations, environmental risks, reclamation expenses, title disputes or claims, limitations of insurance coverage and the timing and possible outcome of pending litigation and regulatory matters. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Corporation and/or its subsidiaries to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, general business, economic, competitive, political and social uncertainties; the actual results of current exploration activities; actual results of reclamation activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; possible variations of ore grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; political instability, insurrection or war; delays in obtaining governmental approvals or financing or in the completion of development or construction activities, as well as those factors discussed in the sections entitled “General Development of the Business”, “Narrative Description Of the Business” and “Risk Factors” in this Annual Information Form. Although the Corporation has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward- looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking statements contained herein are made as of the date of this Annual Information Form and the Corporation disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise, expect as required by law. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Currency Presentation and Exchange Rate Information This Annual Information Form contains references to United States dollars and Canadian dollars. All dollar amounts referenced, unless otherwise indicated, are expressed in Canadian dollars and United States dollars are referred to as “US dollars” or “US$”. The high, low, average and closing exchange rates for converting United States dollars into Canadian dollars for each of the three years in the period ended December 31, 2015, as quoted by the Bank of Canada, were as follows: Year ended December 31 2015 2014 2013 High 0.85 0.94 1.02 Low 0.71 0.86 0.93 Average (1) 0.78 0.91 0.97 Closing 0.85 0.86 0.94 (1) Calculated as an average of the daily noon rates for each period. On December 31, 2015, the noon exchange rate for Canadian dollars in terms of the United States dollar, as quoted by the Bank of Canada, was US$1.00 = C$0.8527. On March 27,2016, the closing exchange rate for Canadian dollars in terms of the United States dollar, as quoted by the Bank of Canada, was US$1.00 = C$0.7949. CORPORATE STRUCTURE Alturas Minerals Corp. (“Alturas” or the “Corporation”) was amalgamated under the Canada Business Corporations Act on April 6, 2006 pursuant to an amalgamation agreement dated as of February 8, 2006 (the “Amalgamation Agreement”) between Iron Lake Minerals Inc. (“ILM”), 6516521 Canada Inc. and Alturas Minerals Corp. (the “Amalgamation”). In connection with the Amalgamation, the resulting issuer continued on the business of ILM and the Corporation under the name Alturas Minerals Corp. Alturas’ registered office is at Scotia Plaza, 40 King Street West, Suite 3100, Toronto, ON, Canada M5H 3Y2 and its head office is located at 1 Toronto Street, Suite 201, Toronto, Ontario, M5C 2V6. Alturas Minerals S.A. (“Alturas Peru”) maintains corporate offices at Av. Javier Prado Este 1238, Corpac, San Isidro in Lima, Peru. The Corporation’s principal subsidiaries are Alturas Peru and Alturas Minerals Chile Limitada. See also “General Development of the Business”. The following corporate chart sets out the current inter-corporate relationships of Alturas and its material subsidiaries, including the jurisdiction of incorporation of each corporation and the percentage of voting securities beneficially owned or over which control or direction is exercised, directly or indirectly, by Alturas. -2- Alturas Minerals Corp. (Canada) 100% Alturas International Ltd. (Canada) 99.9% Alturas Minerals S.A. (Peru) 0.1% 99% 1% Alturas Chile Ltd. (Chile) GENERAL DEVELOPMENT OF THE BUSINESS Overview The Corporation was reorganized in 2006 as a mineral exploration and development company with a focus on Peru. The Corporation’s common shares (the “Common Shares”) trade on the TSX Venture Exchange (“TSXV”) and the Lima Stock Exchange. The exploration philosophy of the Corporation has been to manage a portfolio of projects with the potential to host bulk/tonnage mineral deposits. When Alturas acquires a property its primary strategy is to complete an initial drill program. The Corporation then seeks to advance projects with promising results either through further drilling by the Corporation or by seeking strategic partners for those projects requiring longer term development. The period from late 2006 until late 2008 was marked by intensive surface exploration and drill testing, with two projects being prioritized (being the Utupara Copper Gold Project and the Huajoto