VM HOLDING S.A.

TECHNICAL REPORT ON THE PUKAQAQA PROJECT, HUANCAVELICA REGION, PERU

NI 43-101 Report

Qualified Persons: José Texidor Carlsson, P Geo. . Katharine Masun, P.Geo. David M. Robson, P.Eng., M.B.A. Kathleen Ann Altman, Ph.D., P.E. Stephan Theben, Dipl-Ing., SLR Consulting (Canada) Ltd.

August 4, 2017

RPA 55 University Ave. Suite 501 I Toronto, ON, Canada M5J 2H7 IT + 1 (416) 947 0907 www.rpacan.com www.rpacan.com

Report Control Form

Document Title Technical Report on the Pukaqaqa Project, Huancavelica Region, Peru

Client Name & Address VM Holding S.A. rd 43 ave John Fitzgerald Kennedy, 3 Floor L-1855 LUXEMBOURG

Document Reference Status & FINAL Project #2783 Issue No. Version

Issue Date August 4, 2017

Lead Author José Texidor Carlsson (Signed) Katharine Masun (Signed) David M. Robson (Signed) Kathleen Ann Altman (Signed) Stephan Theben (Signed)

Peer Reviewer David Smith (Signed)

Project Manager Approval Luke Evans (Signed)

Project Director Approval Deborah McCombe (Signed)

Report Distribution Name No. of Copies Client

RPA Filing 1 (project box)

Roscoe Postle Associates Inc. 55 University Avenue, Suite 501 Toronto, ON M5J 2H7 Canada Tel: +1 416 947 0907 Fax: +1 416 947 0395 [email protected]

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TABLE OF CONTENTS

PAGE

1 SUMMARY ...... 1-1 Executive Summary ...... 1-1 Technical Summary ...... 1-5 2 INTRODUCTION ...... 2-1 3 RELIANCE ON OTHER EXPERTS ...... 3-1 4 PROPERTY DESCRIPTION AND LOCATION ...... 4-1 Land Tenure ...... 4-1 Mining Rights ...... 4-5 Surface Rights ...... 4-7 Royalties and Other Encumbrances ...... 4-8 Permitting ...... 4-8 5 ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND PHYSIOGRAPHY ...... 5-1 Accessibility ...... 5-1 Climate ...... 5-1 Local Resources ...... 5-2 Infrastructure ...... 5-2 Physiography ...... 5-2 6 HISTORY ...... 6-1 Exploration and Development History ...... 6-1 Historical Resource Estimates ...... 6-3 Past Production ...... 6-4 7 GEOLOGICAL SETTING AND MINERALIZATION ...... 7-1 Regional Geology ...... 7-1 Local Geology ...... 7-5 Property Geology ...... 7-7 Mineralization ...... 7-10 8 DEPOSIT TYPES ...... 8-1 9 EXPLORATION ...... 9-1 Historical Exploration ...... 9-1 Exploration Potential ...... 9-2 Exploration Budget ...... 9-5 10 DRILLING ...... 10-1 Rio Tinto and Rio Tinto – Buenaventura 1997-2000 ...... 10-3 Milpo/Tiomin 2004-2007 ...... 10-3 Milpo 2011-2014 ...... 10-4 11 SAMPLE PREPARATION, ANALYSES AND SECURITY ...... 11-1 Sampling Method and Approach ...... 11-1

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Milpo 2011-2014 ...... 11-2 Density Measurements ...... 11-3 Sample Preparation ...... 11-4 Milpo 2011-2014 ...... 11-5 Sample Analysis ...... 11-6 Milpo/Tiomin 2004-2007 ...... 11-6 Milpo 2011-2014 ...... 11-7 Database Management ...... 11-8 Sample Chain of Custody and Storage ...... 11-8 Quality Assurance/Quality Control ...... 11-8 12 DATA VERIFICATION ...... 12-1 Site Visit ...... 12-1 Software Validation ...... 12-1 RPA Audit of Drill Hole Database ...... 12-2 Historical Twin Hole Programs ...... 12-2 13 MINERAL PROCESSING AND METALLURGICAL TESTING ...... 13-1 14 MINERAL RESOURCE ESTIMATE ...... 14-1 Resource Database ...... 14-2 Topography ...... 14-3 Geological Interpretation ...... 14-3 Statistical Analysis ...... 14-7 Capping High Grade Values ...... 14-8 Density ...... 14-8 Compositing ...... 14-9 Variography and Interpolation Values ...... 14-10 Cut-off Grade ...... 14-13 Block Model ...... 14-14 Block Model Validation ...... 14-18 Classification ...... 14-20 Summary of Mineral Resource Estimate ...... 14-24 15 MINERAL RESERVE ESTIMATE ...... 15-1 16 MINING METHODS ...... 16-1 17 RECOVERY METHODS ...... 17-1 Introduction ...... 17-1 Crushing ...... 17-1 Grinding and Classification ...... 17-2 Bulk Rougher Flotation ...... 17-2 Bulk Concentrate Regrind ...... 17-2 Bulk Cleaner Flotation Circuit ...... 17-3 Selective Flotation Circuit ...... 17-3 Concentrate Thickening and Filtering ...... 17-3 Tailings ...... 17-4 Reagents and Plant Services ...... 17-4

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18 PROJECT INFRASTRUCTURE ...... 18-1 Site Roads ...... 18-1 Electrical Transmission Line ...... 18-2 Water Systems ...... 18-2 Site Facilities – Warehouse, Administration, Camp, Maintenance Shop ...... 18-2 Tailings Management Facility ...... 18-3 19 MARKET STUDIES AND CONTRACTS ...... 19-1 Markets ...... 19-1 20 ENVIRONMENTAL STUDIES, PERMITTING, AND SOCIAL OR COMMUNITY IMPACT ...... 20-1 Environmental and Social Setting ...... 20-1 Project Permitting ...... 20-1 Mine Closure Requirements ...... 20-2 Key Issues and Recommendations for Future Work ...... 20-2 21 CAPITAL AND OPERATING COSTS ...... 21-1 22 ECONOMIC ANALYSIS ...... 22-1 23 ADJACENT PROPERTIES ...... 23-1 24 OTHER RELEVANT DATA AND INFORMATION ...... 24-1 25 INTERPRETATION AND CONCLUSIONS ...... 25-1 26 RECOMMENDATIONS ...... 26-1 27 REFERENCES ...... 27-1 28 DATE AND SIGNATURE PAGE ...... 28-1 29 CERTIFICATE OF QUALIFIED PERSON ...... 29-1

LIST OF TABLES

PAGE Table 1-1 Mineral Resource Estimate as of July 31, 2017 ...... 1-2 Table 1-2 Proposed Budget – Phase I ...... 1-5 Table 1-3 Recovery and Concentrate Grade Estimates ...... 1-11 Table 4-1 Pukaqaqa Project Tenure Data ...... 4-1 Table 4-2 Concession Fees ...... 4-6 Table 6-1 Exploration Summary ...... 6-3 Table 7-1 Principal Mineralized Zones ...... 7-10 Table 10-1 Summary of Historic Drilling ...... 10-1 Table 11-1 List of Reference Standards and Expected Values for Copper ...... 11-20 Table 11-2 Summary of Control Sample Failure Rate for Copper ...... 11-20 Table 13-1 Summary of Head Grades for Metallurgical Samples ...... 13-3 Table 13-2 Summary of Flotation Test Data ...... 13-5 Table 13-3 Summary of Selective (Cu-Mo Separation) Flotation Test Data...... 13-6 Table 13-4 Summary of Locked Cycle Flotation Test Data ...... 13-7 Table 13-5 Summary of Pilot Plant Test Data ...... 13-7

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Table 13-6 Comparison of Data from Different Test Types ...... 13-8 Table 13-7 Comparison of Non-oxide Copper Grade to Flotation Copper Recovery ...... 13-9 Table 13-8 Summary of Comminution Test Data ...... 13-10 Table 14-1 Mineral Resource Estimate as of July 31, 2017 ...... 14-1 Table 14-2 GEMS Project Database as of July 31, 2017 ...... 14-2 Table 14-3 Block Model Mineralized Domain Codes ...... 14-5 Table 14-4 Descriptive Statistics of Resource Assay Values ...... 14-7 Table 14-5 Descriptive Statistics of Resource Assay Values ...... 14-9 Table 14-6 Block Estimate Estimation Parameters for Copper ...... 14-11 Table 14-7 Copper Grade Restrictions Applied During Block Grade Interpolation ...... 14-12 Table 14-8 Pukaqaqa Whittle Pit Parameters ...... 14-14 Table 14-9 Block Model Dimensions ...... 14-14 Table 14-10 Pukaqaqa Block Model Attribute Descriptions ...... 14-15 Table 14-11 Comparison of Metal Grade Statistics for Assays, Composites, and Resource Blocks ...... 14-18 Table 14-12 VMH Classification Criteria ...... 14-20 Table 14-13 Mineral Resource Estimate as of July 31, 2017 ...... 14-24 Table 26-1 Proposed Budget – Phase I ...... 26-2

LIST OF FIGURES

PAGE Figure 4-1 Location Map ...... 4-3 Figure 4-2 Property Map ...... 4-4 Figure 7-1 Regional Geology ...... 7-3 Figure 7-2 Morphostructural Map ...... 7-4 Figure 7-3 Local Geology ...... 7-6 Figure 7-4 Property Geology ...... 7-9 Figure 7-5 Mineralization Geology ...... 7-11 Figure 9-1 Exploration Potential, Geology and Targets ...... 9-3 Figure 9-2 Exploration Potential, Soil Geochemistry and Targets ...... 9-4 Figure 10-1 Plan Map of Drill Hole Collar Locations ...... 10-2 Figure 13-1 Relationship Between Oxide Copper and Flotation Recovery ...... 13-9 Figure 13-2 Relationship Copper Head Grade and Copper Recovery ...... 13-11 Figure 13-3 Relationship Molybdenum Head Grade and Molybdenum Recovery...... 13-11 Figure 13-4 Relationship Silver Head Grade and Silver Recovery ...... 13-11 Figure 13-5 Relationship Gold Head Grade and Gold Recovery ...... 13-12 Figure 14-1 3D Isometric View of Lithological Model ...... 14-4 Figure 14-2 Solids Isometric Plan View ...... 14-6 Figure 14-3 Blanket Domain Variogram Model for Cu% ...... 14-13 Figure 14-4 Block Copper Grade in Level Plan - 4,400 m Elevation ...... 14-16 Figure 14-5 Block Grades and Composites in Vertical Section (Looking Northeast) ..... 14-17 Figure 14-6 Cumulative Histogram of Distance to Nearest Sample. Grouped by Class 14-21 Figure 14-7 Plan View of In Pit Classified Blocks ...... 14-22 Figure 14-8 In Pit Block Classification and Drill Hole Traces in Vertical Section (Looking Northeast) ...... 14-23 Figure 17-1 Conceptual Process Flow Sheet ...... 17-5

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1 SUMMARY

EXECUTIVE SUMMARY

Roscoe Postle Associates Inc. (RPA) was retained by VM Holding S.A. (VMH) to prepare an independent Technical Report on the Pukaqaqa Copper Project (the Project or the Property), located in the Huancavelica Region, Peru. The purpose of this report is to disclose a Mineral Resource estimate for the Pukaqaqa Project. This Technical Report conforms to NI 43-101 Standards of Disclosure for Mineral Projects. RPA visited the Project on June 14 and 15, 2017.

VMH is a company based in Luxembourg and is one of the largest producers of zinc in the world. It has a diversified portfolio of polymetallic mines (zinc, lead, copper, silver, and gold) and also greenfield projects at various stages of development in Brazil and Peru. In Brazil, VMH owns and operates two underground mines, Vazante (Zn and Pb) and Morro Agudo (Zn and Pb) and two development projects, Aripuanã and Caçapava do Sul. It also operates two zinc smelters in Brazil (Três Marias and Juiz de Fora). In Peru, VMH owns a controlling interest in Lima Stock Exchange-listed Compañía Minera - Milpo S.A.A. (Milpo). Milpo currently operates the El Porvenir (Zn-Pb-Cu-Ag-Au), Cerro Lindo (Zn-Cu-Pb-Ag), and Atacocha (Zn- Cu-Pb-Au-Ag) underground mines in Peru. The development projects in Peru include Shalipayco, Magistral, Florida Canyon (JV with Solitario), Hilarión, and Pukaqaqa. It also operates one zinc smelter in Peru (Cajamarquilla).

The Pukaqaqa Project consists of 34 concessions covering an area of approximately 11,125.87 ha located in southwestern Huancavelica Region, approximately 230 km southeast of the capital of Lima. The Property is accessible by road.

The Mineral Resource estimate, as of July 31, 2017, for the Project is summarized in Table 1- 1. The estimate conforms to the Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Definition Standards for Mineral Resources and Mineral Reserves dated May 10, 2014 (CIM definitions).

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TABLE 1-1 MINERAL RESOURCE ESTIMATE AS OF JULY 31, 2017 VM Holding S.A. – Pukaqaqa Project

Tonnes Copper Contained Copper Category (Mt) (%) (kt) (Mlb) Measured 107.3 0.43 459 1,013 Indicated 201.7 0.39 796 1,756 Measured and Indicated 309.0 0.41 1,256 2,769 Inferred 40.1 0.34 137 300

Notes: 1. CIM definitions were followed for Mineral Resources. 2. Mineral Resources were reported inside a preliminary Whittle pit using a 0.20% Cu block cut-off grade. 3. Mineral Resources are estimated using a copper price of US$2.59/lb and an exchange rate of US$0.80 to C$1.00. 4. Numbers may not add due to rounding.

RPA is not aware of any environmental, permitting, legal, title, taxation, socio-economic, marketing, political, or other relevant factors that could materially affect the Mineral Resource estimate.

CONCLUSIONS GEOLOGY AND MINERAL RESOURCES • The Pukaqaqa deposit is hosted within the thick carbonate marine sequences of the Pucara Group (Triassic-Jurassic), with the Jurassic Condorsinga Formation hosting the exoskarn. The copper-gold primary mineralization at Pukaqaqa is related to skarn development within a sub-volcanic intrusive and adjacent to an intrusive/carbonate contact (Gaby and Monica Breccias). The margins of the intrusive are sheared and brecciated and the exoskarn-endoskarn-intrusive system is dated at approximately 5.0 Ma to 7.3 Ma.

• Measured Mineral Resources are estimated to total 107.3 million tonnes (Mt) averaging 0.43% Cu. Indicated Mineral Resources are estimated to total 201.7 Mt averaging 0.39% Cu. Inferred Mineral Resources are estimated to total 40.1 Mt averaging 0.34% Cu.

• Drill core logging, sampling, sample preparation, and analytical procedures meet industry standards, and results of the VMH quality assurance and control (QA/QC) program are appropriate.

• The drill hole database has been maintained to a reasonable standard and is suitable to support Mineral Resource estimation.

MINING • At present, the Project is envisaged as an open pit operation. Various studies undertaken in the past have considered a number of different production scenarios and VMH is presently evaluating the potential scale of the operation.

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METALLURGY AND MINERAL PROCESSING • Sixteen composite samples were used in seven phases of test work. Fifteen of the samples had higher grades than the grades of the material that will potentially be processed.

• The results of the metallurgical test work indicate that the recovery estimates used as the basis of this Mineral Resource estimate are reasonable although there is some concern about the high grades of a number of the samples that were used for testing.

• The predominant copper mineral is chalcopyrite, although some of the metallurgical samples contained some secondary copper minerals and oxide copper minerals that do not respond as well as chalcopyrite to sulphide flotation. The samples that were tested included secondary copper and oxide copper minerals.

• The predominant molybdenum mineral is molybdenite that responds well to sulphide flotation.

• The conceptual design for the processing facilities is being advanced to match the type of mineralization and to be consistent with the results of the future metallurgical testing.

ENVIRONMENTAL AND SOCIAL CONSIDERATIONS • An Environmental Impact Assessment (EIA), dated July 2012, was prepared for the Project. The EIA concluded that the Project is not anticipated to have significant residual impacts.

• The Project will have effects on the use of water and lands by the local communities. To this extent the EIA commits the proponent to providing sufficient water for local uses and to relocate farms affected by the loss of land.

• A conceptual closure plan indicates possible infrastructure such as buildings, pipelines, roads, etc. being progressively removed, with remaining mine rock and tailings management facilities to be closed out such that they will be chemically and physically stable on a long term basis. Access to the open pit will be prevented by establishing a rock fence around the pit perimeter and the open pit will be allowed to flood. The plan also includes long-term monitoring of the site post closure.

• Agreements for the use of Surface Lands with the Pueblo Libre peasant community. This agreement establishes the number of drillings that are permitted.

• There are no agreements with other communities that surround the Project. Agreements are expected to be closed by November 2017.

• With the purpose of operating in harmony, the Community Relations Engagement Plan includes interaction with local authorities, community leaders, and community-based organizations.

• There is a Citizen Participatory Office where people can share their concerns and interests about the Project. This is the main means by which local stakeholders interact with the Project personnel.

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• There are no Indigenous People, according to the Ministry of Culture.

RECOMMENDATIONS GEOLOGY AND MINERAL RESOURCES • Unsampled assay intervals should be treated as zero grade.

• The minimum number of samples per drill hole should be increased in future resource estimates.

• Further refinement of block classification to remove isolated blocks and improve continuity is recommended. RPA also recommends that VMH reconsider the second criteria for Indicated Mineral Resource classification since it does not appear to have any appreciable effect.

MINE PLANNING AND ENGINEERING • Carry out pit optimizations, mine designs, and production schedules once metallurgical test work confirms the metallurgical variability assumptions and deleterious elements (such as As) to a greater degree of certainty.

METALLURGY AND MINERAL PROCESSING • A number of variability samples should be collected from throughout the deposit and tested to evaluate the impacts of grade and varying mineralogy on the metallurgical performance. The optimized flotation conditions that have been developed over the past 15 plus years should be used as the basis of the testing. Variability samples that are spatially representative of the deposit should include multiple samples that have copper concentrations that are approximately equal to the cut-off grade in order to confirm whether there is a relationship between plant feed grade and recovery or plant feed grade and concentrate grade.

• The areas of the deposit that contain concentrations of secondary copper minerals and oxide copper minerals should be clearly delineated and the relationship between their presence and metallurgical performance should be evaluated and well understood.

• Conceptual design for the envisaged plant is in progress. Once the metallurgy is more fully understood, including the metallurgical variability over the life of mine (LOM), a plant design that is consistent with the test work results should be completed.

ENVIRONMENTAL AND SOCIAL CONSIDERATIONS • Since the mineralization is sulphidic, it is recommended that geochemical investigations studies be carried out with the aim of identifying if the Project has a potential of generating acid as well as the potential for metal leaching (ML). A detailed plan describing acid rock drainage (ARD) and ML prevention/management should be developed.

• An ecological and human health risk assessment should be carried out, with the aim of identifying if effects on water quality, air quality, and noise combined with local uses of the areas have the potential of affecting the health of local wildlife, feedstock, and/or the local population.

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• Site closure will require large amounts of soil. A closure concept including a soils balance should be developed with the aim of ensuring that the required amounts of soils will be available to support closure activities.

• The Project will impact the lands of the Pueblo Libre village and some resettlement will be required. Resettlement in isolated and low income areas can lead to significant social impacts. It is therefore suggested that a detailed and International Finance Corporation (IFC) Resettlement Action Plan be developed and implemented during subsequent planning stages, if required.

• A detailed social management plan should be developed, which includes ongoing consultation, training and planning of workers and local community members, with the aim of mitigating the economic and social effects of mine closure.

• A detailed water balance and water management plan should be developed for the Project, with the aim of preventing any significant impacts on water supply to local users.

PROPOSED PROGRAM AND BUDGET VMH has a limited budget for the Pukaqaqa Project in 2017 of US$0.6 M, principally to be spent in order to maintain the environmental and social licences in good standing. In 2018, Milpo intends to spend approximately US$8.4 M. The work will consist primarily of infill and exploration drilling, metallurgical test work, and engineering studies including a PFS. This work will ensure the good standing of the existing environmental and social licences and advance the Project.

Details of the recommended program can be found in Table 1-2.

TABLE 1-2 PROPOSED BUDGET – PHASE I VM Holding S.A. – Pukaqaqa Project

Item US$ M FEL-2 Study 2.3 Drilling (Metallurgical, Geotechnical, Hydrogeological) 16,530m 4.9 Environmental Studies 0.4 Social Studies 0.4 Commercial Studies and Camps 0.2 Total 8.4

TECHNICAL SUMMARY

PROPERTY DESCRIPTION AND LOCATION The Project consists of 34 granted concessions totalling 11,125.87 ha located in the Huancavelica Region, approximately 230 km southeast of the capital of Lima and

VM Holding S.A. – Pukaqaqa Project, Project #2783 Technical Report NI 43-101 – August 4, 2017 Page 1-5 www.rpacan.com approximately 11 km northwest of Huancavelica city, the capital of the Region. The centre of the Project is approximately at Universal Transverse Mercator (UTM) co-ordinates 8,595,000 mN and 498,000 mE (WGS 84, Zone 18S). The distance by road from Huancavelica to the site is 69 km on winding gravel roads and takes approximately 2.5 hours to drive.

LAND TENURE The Project consists of a large, irregularly shaped block of contiguous concessions and one smaller, non-contiguous concession.

In October 2001, Milpo optioned the Property from Rio Tinto Mining and Exploration Ltd. (Rio Tinto) for staged cash payments totalling US$4.0 million over a six-year period. Rio Tinto retains a 1% net smelter return (NSR) royalty.

EXISTING INFRASTRUCTURE Local resources are minimal. The nearest electrical power would be available from the national electrical grid system main substation located immediately southeast of the Huancavelica city limits, a distance of approximately 44 km. An abandoned railway line, which originally connected Huancayo and Lima, is located within 20 km of the Property.

HISTORY There is no evidence of colonial or earlier mining activities on the Pukaqaqa Property.

Rio Tinto was active on the Property from 1996 to 1999 and completed district scale mapping, systematic rock chip geochemistry and ground magnetics over a large area, in addition to 1:5000 scale surface mapping, sampling, pits, trenches and induced polarization (IP) and resistivity geophysical surveys over specific prospects. Drilling in October 1997 led to the discovery of the Gaby Breccia zone. A total of 10,185 m in 45 diamond drill holes was completed in several targets but most of the drilling focused on the Gaby and Monica Breccia Zones.

In 1999, Rio Tinto entered into a two-year joint venture agreement with Compañia de Minas Buenaventura S.A. (Buenaventura) with Rio Tinto remaining the Project operator and Buenaventura providing additional technical assistance. The joint venture completed trenching, sampling, geochemistry, surface and downhole geophysical surveying,

VM Holding S.A. – Pukaqaqa Project, Project #2783 Technical Report NI 43-101 – August 4, 2017 Page 1-6 www.rpacan.com metallurgical test work, environmental studies, and 39 diamond drill holes totalling 6,912 m and four reverse circulation holes totalling 628.0 m.

Milpo optioned the Property from Rio Tinto in 2001. Milpo subsequently formed a joint venture agreement with Tiomin Resources Inc. (Tiomin) in 2004, with Milpo as the operator of exploration programs for the joint venture. Milpo executed two exploration phases to validate resources previously reported by Rio Tinto: phase I (November 2004 to April 2005) with 3,406 m in 16 diamond drill holes and phase II (May to December 2005) with 2,190 m in 17 diamond drill holes. Milpo completed a revised interpretation and new geological model of the deposit and a mineral resource estimate by Milpo was reported by Hinostroza in 2005.

Milpo completed exploration drilling of 65 drill holes totalling 16,209 m between 2006 and 2007. Between 2011 and 2012, 121,903 m in 490 drill holes were drilled for infill drilling, geomechanical testing, metallurgical testing, delineation, and condemnation purposes. New geology maps at 1:2,000 scale and an updated geological interpretation were also carried out.

The last drilling campaign by Milpo took place in 2014 when 20 drill holes totalling 1,829 m were drilled to obtain metallurgical samples. Total drilling on the Pukaqaqa Project, conducted by Rio Tinto, Milpo/Tiomin, and Milpo from 1997 to 2014 consists of 696 drill holes totalling approximately 163,265 m.

GEOLOGY AND MINERALIZATION The western continental margin of the South American Plate developed in Neoproterozoic to Early Paleozoic times and constitutes a convergent margin, along which eastward subduction of Pacific oceanic plates beneath the South American Plate takes place. Through this process, the Andean Chain, the highest non-collisional mountain range in the world, developed.

The Central Andes developed as a typical Andean-type orogen through subduction of oceanic crust and volcanic arc activity. The Central Andes includes an ensialic crust and can be subdivided into three main sections which reveal different subduction-geometry as well as different uplift mechanisms. The Northern Sector of the Central Andes, which hosts the Pukaqaqa Project, developed through extensional tectonics and subduction during early Mesozoic times. The sector was uplifted due to compression and deformation towards the foreland. In the last 5 Ma, a flat-slab subduction developed (Peruvian Flat Slab Segment).

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The regional geology consists of a thick marine stratigraphic sequence (Jurassic Condorsinga Formation of the Pucará Group), which is overlain unconformably by Tertiary volcanics (Tertiary Tantara Formation and the Tertiary Sacsaquero Group). Tertiary andesitic and diorite bodies intrude the stratigraphic units. Quaternary fluvioglacial deposits are located within glaciated valleys.

The Mesozoic sedimentary sequence is folded into a series of west-verging folds and thrusts. The fold axes trend north and northwest. Late north-northwest, east-west, and north-south sub-vertical structures and other major lineaments are also apparent.

The intrusive bodies appear to follow the northwest trending structures (i.e., core of anticlines, faults, etc.). The Pukaqaqa deposits are located within and on the flank of an anticline and along a broad northwest trending alignment of mineral occurrences. The mineral occurrences include the Santa Barbara mercury mine at Huancavelica, the old Pukaqaqa Mine (Cu), the Pukaqaqa Project mineralization, the Mina Martha (Pb-Zn veins, which include the Mina Mi- Peru, Mina Martha, Mina Luna de Plata), and several occurrences in the Tambopata area. Pukaqaqa is a skarn-type Cu (Au) deposit formed at the contact between an intermediate intrusive rock (porphyritic quartz-diorite) and limestones of the Pucará Group (Condorsinga Formation). At this contact, two types of mineralization are present:

• Brecciated skarn emplaced on the intrusive-limestone contact, forming brecciated bodies (Gaby-Mónica, Raurac) with semi-massive chalcopyrite-bornite-pyrite primary mineralization with magnetite and associated to gold contents. The breccia bodies are monolithic and heterolithic and contain clasts such as silicified marble, skarn, endoskarn and intrusive in a fine matrix of carbonates and skarn.

• Brecciated Endoskarn was developed within the intrusive body as disseminated chalcopyrite and molybdenite primary mineralization (‘blanket’), developing partial secondary enrichment with chalcocite and covellite close to surface and forming into a mixed zone. This mineralization has lower copper and gold concentrations than brecciated skarn but higher molybdenum concentrations.

• Gold concentrations decline laterally towards the intrusive and zinc and lead concentrations increase towards marble. The deposit shows a very active structural and hydrothermal activity history, with moderate to intense brecciation at the contact zone (Gaby-Mónica breccia) and in ‘blanket’ bodies.

EXPLORATION STATUS The Project has been explored with geological mapping and rock chip sampling on several campaigns by the various companies that operated in the Project. Additional exploration

VM Holding S.A. – Pukaqaqa Project, Project #2783 Technical Report NI 43-101 – August 4, 2017 Page 1-8 www.rpacan.com potential exists at the deposit area itself, where some of the deposit remains open at depth and laterally. Several exploration targets are known to occur between the deposit and up to four kilometres to the southeast of the known mineralized zones.

Total drilling on the Pukaqaqa deposit, conducted by Rio Tinto, Milpo/Tiomin, and Milpo from 1997 to 2014, consists of 696 drill holes totalling approximately 163,265 m.

MINERAL RESOURCES The Mineral Resource estimate, dated June 30, 2017, was completed by VMH personnel using MineSight and Leapfrog Geo. Wireframes for geology and mineralization were constructed in Leapfrog Geo based on geology sections, assay results, lithological information, and structural data. Composites were capped to various levels based on exploratory data analysis and then composited to one metre lengths. Wireframes were filled with blocks measuring 5 m by 5 m by 5 m. Block grades were interpolated using Ordinary Kriging and Inverse Distance. Block estimates were validated using industry standard validation techniques. Classification of blocks was based on distance and other criteria. For this report, RPA carried out an audit of the VMH 2017 Mineral Resource estimate.

A summary of the Mineral Resources is provided in Table 1-1.

MINERAL RESERVES There are no current Mineral Reserves at the Project.

MINING METHOD As presently conceived, the Project would potentially be developed as an open pit operation with onsite processing facilities and other support infrastructure.

MINERAL PROCESSING Metallurgical testing for Pukaqaqa has been conducted by a number of metallurgical laboratories starting in 2000. RPA reviewed the data from seven phases of testing starting in 2000 and concluding in 2015. Sixteen composite samples were used to complete the tests, however, only two samples had grades that were in the same range as the material that will be potentially processed.

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The predominant copper mineral recognized in all of the metallurgical samples is chalcopyrite, however, some of the samples contain significant proportions of secondary copper minerals (i.e., chalcocite and covellite) and lesser quantities of oxide copper minerals (i.e., malachite and chrysocolla) that do not respond as well as chalcopyrite to the sulphide flotation process. The predominant molybdenum mineral is molybdenite. The deposits also contain small quantities of silver and gold.

Optimized test conditions were developed over time and used as the basis of the process design. Optimum flotation results were achieved using grinding to a particle size that is 80% passing (P80) 125 µm, using one stage of bulk (i.e., copper plus molybdenum) rougher flotation followed by regrinding the bulk flotation concentrate to P80 45 µm followed by three stages of bulk cleaner flotation. The combined copper plus molybdenum bulk cleaner flotation concentrate is then thickened and sent to copper-molybdenum separation flotation. The concentrate is conditioned with sulphuric acid to reduce the pH and the copper is depressed using sodium hydrosulphide (NaSH) and diesel in a nitrogen atmosphere. The concentrate from this step is the molybdenum concentrate and the tailings are the copper concentrate.

The results of the test work indicate that the recovery estimates and concentrate grades used as the basis of this report are reasonable, although there is some concern about the high grades of the samples used. While many of the tests do not achieve the estimated molybdenum recovery, it is very difficult to recover molybdenum in small scale tests due to the very small mass of molybdenum concentrate that is produced. Therefore, operating plants generally achieve much better results. The pilot scale tests that were completed in 2015 achieved very high molybdenum recovery to the bulk concentrate, which indicates that the recovery should be sufficiently high in the molybdenum flotation circuit. Table 1-3 shows the samples grades and concentrate grades to the bulk concentrate for the three samples. It is not possible to estimate the molybdenum concentrate grade from the pilot plant test because this did not include copper-molybdenum separation tests.

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TABLE 1-3 RECOVERY AND CONCENTRATE GRADE ESTIMATES VM Holding S.A. – Pukaqaqa Project

Head Grades Cu-Mo Concentrate Grades Recovery Samples Cu, % Mo, % Cu, % Mo, % Cu, % Mo, % M-1 0.636 0.13 26.33 0.433 84.46 68.65 M-2 0.423 0.13 24.42 0.599 91.66 76.38 M-3 0.996 0.0096 25.00 0.087 90.28 33.69 Conceptual Plant Assumptions 0.431 0.031 25.30 88.80 60.10

If constructed, the processing facilities would include: • Three-stage crushing • Grinding and classification • Bulk (i.e., copper plus molybdenum) rougher flotation • Bulk concentrate regrinding • Three stages of bulk concentrate cleaner flotation • Concentrate thickening • Selective flotation to produce copper and molybdenum flotation concentrates • Copper and molybdenum concentrate thickening and filter • Tailings thickening and deposition • Reagents and plant services

PROJECT INFRASTRUCTURE The Project is located in a jurisdiction with current and past mine production.

It is well served by access roads, power, water supply, and a potential workforce with mining experience. If developed, the Project will be constructed with on-site process and other support facilities.

ENVIRONMENTAL, PERMITTING AND SOCIAL CONSIDERATIONS The Project is located in the Huando and Ascensión districts, Huancavelica Province and Huancavelica Region, approximately 250 km southeast of Lima and about 11 km northeast of the city of Huancavelica.

The climate is typical for the Andes Mountains: very cold, pronounced and dry winters. Winters typically last from December to April. During the rainy season, the Chiuruco Valley provides sufficient water to support local populations, farming, and mining activities.

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An EIA, dated July 2012, was prepared for the Project. As is common practice, the EIA considered effects on the physical, biological, and social environment during all Project phases with the aim of determining if the Project would have any significant impacts, with mitigation measures applied. The EIA concluded that the Project is not anticipated to have significant residual impacts.

It should be noted that the Project will have effects on the use of water and lands by the local communities. To this extent, the EIA commits the proponent to providing sufficient water for local uses and to relocate farms affected by the loss of land.

As described above several components of the EIA dated July 2012 were provided. The EIA was approved in March 2015.

A conceptual closure plan was prepared as part of the EIA and a full Closure Plan was submitted for approval in 2016. It is currently undergoing review by the competent authorities.

The main objectives of this plan is to minimize the effects on the environment during the closure phase and post closure. To this end, where possible, infrastructure such as buildings, pipelines, roads, etc., will be progressively removed. Remaining mine rock and tailings management facilities will be closed to achieve long term chemical and physical stability. Access to the open pit will be prevented by establishing a rock fence around the pit perimeter and the open pit will be allowed to flood. The plan also includes long-term monitoring of the site post closure.

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2 INTRODUCTION

Roscoe Postle Associates Inc. (RPA) was retained by VM Holding S.A. (VMH) to prepare an independent Technical Report on the Pukaqaqa Project (the Project or the Property), located in the northwestern Huancavelica Region, Peru. The purpose of this report is to disclose a Mineral Resource estimate for the Pukaqaqa Project. This Technical Report conforms to NI 43-101 Standards of Disclosure for Mineral Projects.

VMH is a company based in Luxembourg and is one of the largest producers of zinc in the world. It has a diversified portfolio of polymetallic mines (zinc, lead, copper, silver, and gold) and also greenfield projects at various stages of development in Brazil and Peru. In Brazil, VMH owns and operates two underground mines, Vazante (Zn and Pb) and Morro Agudo (Zn and Pb) and two development projects, Aripuanã and Caçapava do Sul. It also operates two zinc smelters in Brazil (Três Marias and Juiz de Fora). In Peru, VMH owns a controlling interest in Lima Stock Exchange-listed Compañía Minera - Milpo S.A.A. (Milpo). Milpo currently operates the El Porvenir (Zn-Pb-Cu-Ag-Au), Cerro Lindo (Zn-Cu-Pb-Ag), and Atacocha (Zn- Cu-Pb-Au-Ag) underground mines in Peru. The development projects in Peru include Shalipayco, Magistral, Florida Canyon (JV with Solitario), Hilarión, and Pukaqaqa. It also operates one zinc smelter in Peru (Cajamarquilla).

In October 2001, Milpo optioned the Property from Rio Tinto Mining and Exploration Ltd. (Rio Tinto) for staged cash payments totalling US$4.0 million over a six-year period. Rio Tinto retains a 1% net smelter return (NSR) royalty.

SOURCES OF INFORMATION An RPA team comprising José Texidor Carlsson, M.Sc., P.Geo., RPA Senior Geologist, and David M. Robson, B.Sc., P.Eng., M.B.A., RPA Senior Mining Engineer, visited Milpo’s offices in Lima, Peru on June 12 and 13, 2017 followed by a site visit to the Pukaqaqa property on June 14 and 15, 2017.

During the visits, discussions were held with the following Milpo personnel: • Enrique Garay Corporate Manager of Geology and Exploration • Jonas Mota e Silva Greenfield Exploration Manager

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• Joel Mejia Mineral Resource Manager • Pablo Pena GIS Engineer • Jorge Hinostroza Senior Associate Resource Geologist • Yonny Cardenas Senior Mine Engineer • Angel Mondragon Mining Engineer – MICSAC Manager • Alberto Leiva Mine Engineer • John Yapias Mine Engineer

This report was prepared by José Texidor Carlsson, P. Geo., Katharine Masun, P.Geo., David M. Robson, P. Eng., M.B.A., Kathleen Altman, P.E., and Stephan Theben, Dipl-Ing. Mr. Texidor Carlsson prepared Sections 4 to 10 and contributed to Sections 1, 2, 3, 11, 12, 14, 23, 25, 26, and 27. Ms. Masun, prepared Section 14 and contributed to Sections 1, 2, 3, 11, 12, 25, and 26. Mr. Robson prepared Sections 15, 16, 18, 19, 21, 22, and contributed to Sections 1, 2, 3, 25, and 26. Ms. Altman prepared Sections 13, 17 and contributed to Sections 1, 2, 3, 25, and 26. Mr. Theben prepared Section 20 and contributed to Sections 1, 2, 3, 25, and 26.

The documentation reviewed, and other sources of information, are listed at the end of this report in Section 27 References.

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LIST OF ABBREVIATIONS Units of measurement used in this report conform to the metric system. All currency in this report is US dollars (US$) unless otherwise noted.

a annum kWh kilowatt-hour A ampere L litre bbl barrels lb pound btu British thermal units L/s litres per second °C degree Celsius m metre C$ Canadian dollars M mega (million); molar cal calorie m2 square metre cfm cubic feet per minute m3 cubic metre cm centimetre µ micron cm2 square centimetre MASL metres above sea level d day µg microgram dia diameter m3/h cubic metres per hour dmt dry metric tonne mi mile dwt dead-weight ton min minute °F degree Fahrenheit µm micrometre ft foot mm millimetre ft2 square foot mph miles per hour ft3 cubic foot MVA megavolt-amperes ft/s foot per second MW megawatt g gram MWh megawatt-hour G giga (billion) oz Troy ounce (31.1035g) Gal Imperial gallon oz/st, opt ounce per short ton g/L gram per litre ppb part per billion Gpm Imperial gallons per minute ppm part per million g/t gram per tonne psia pound per square inch absolute gr/ft3 grain per cubic foot psig pound per square inch gauge gr/m3 grain per cubic metre RL relative elevation ha hectare s second hp horsepower st short ton hr hour stpa short ton per year Hz hertz stpd short ton per day in. inch t metric tonne in2 square inch tpa metric tonne per year J joule tpd metric tonne per day k kilo (thousand) US$ United States dollar kcal kilocalorie USg United States gallon kg kilogram USgpm US gallon per minute km kilometre V volt km2 square kilometre W watt km/h kilometre per hour wmt wet metric tonne kPa kilopascal wt% weight percent kVA kilovolt-amperes yd3 cubic yard kW kilowatt yr year

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3 RELIANCE ON OTHER EXPERTS

This report has been prepared by RPA for VMH. The information, conclusions, opinions, and estimates contained herein are based on: • Information available to RPA at the time of preparation of this report,

• Assumptions, conditions, and qualifications as set forth in this report, and

• Data, reports, and other information supplied by VMH and other third party sources.

For the purpose of this report, RPA has relied on ownership information provided by VMH and Osterling Abogados (Osterling), Milpo’s legal counsel, regarding title to the Pukaqaqa Project. Osterling provided a legal review and opinion dated July 10, 2017 and a supplementary report of legal opinion dated July 11, 2017. This information was used in Sections 1 and 4 of this report.

RPA has relied on VMH for guidance on applicable taxes, royalties, and other government levies or interests, applicable to revenue or income from the Project.

Except for the purposes legislated under provincial securities laws, any use of this report by any third party is at that party’s sole risk.

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4 PROPERTY DESCRIPTION AND LOCATION

The Project is located in the west central portion of Peru, in the Huancavelica Region, approximately 230 km southeast of the capital of Lima, and approximately 11 km northwest of Huancavelica city, the capital of the Region. The approximate Universal Transverse Mercator (UTM) co-ordinates of the centre of the currently defined Pukaqaqa mineralization are 8,592,500 mN, and 493,000 mE (Zone 18S, datum WGS 84) at elevations between 4,200 MASL and 4,860 MASL (Figure 4-1).

LAND TENURE

The Project consists of a large irregularly shaped block of concessions and one smaller, non- contiguous concession. Overall, there are 34 granted concessions totalling 11,125.87 ha (Figure 4-2).

Table 4-1 lists all the subject concessions and relevant tenure information including concession names, file and resolution numbers, areas, title holders, and dates granted.

TABLE 4-1 PUKAQAQA PROJECT TENURE DATA VM Holding S.A. – Pukaqaqa Project

Code/Mining Area Date Name Register Title Holder Resolution (ha) Granted CONAYCA COMPAÑIA MINERA 010489095 4288-97-RPM 986.18 02/01/1995 33 CERRO COLORADO S.A.C. CONAYCA COMPAÑIA MINERA 010489195 6211-97-RPM 239.13 02/01/1995 34 CERRO COLORADO S.A.C. CONAYCA COMPAÑIA MINERA 010489295 7260-97-RPM 504.40 02/01/1995 35 CERRO COLORADO S.A.C. CONAYCA COMPAÑIA MINERA 010219095 8695-96-RPM 100.00 02/01/1995 36 CERRO COLORADO S.A.C. CONAYCA COMPAÑIA MINERA 010219095A 6007-97-RPM 413.65 02/01/1995 36A CERRO COLORADO S.A.C. CONAYCA COMPAÑIA MINERA 010219195 2019-99-RPM 606.95 02/01/1995 37 CERRO COLORADO S.A.C. CONAYCA COMPAÑIA MINERA 010219395 2899-98-RPM 100.00 02/01/1995 39 CERRO COLORADO S.A.C. CONAYCA COMPAÑIA MINERA 010219395B 7639-97-RPM 46.35 02/01/1995 39-B CERRO COLORADO S.A.C. CONAYCA COMPAÑIA MINERA 010219495 7571-97-RPM 151.50 02/01/1995 40 CERRO COLORADO S.A.C.

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Code/Mining Area Date Name Register Title Holder Resolution (ha) Granted ACERO COMPAÑÍA MINERA MILPO 06006876X01 9001-97-RPM 255.97 21/08/1979 CCOCHA 2 S.A.A. ARMIDA COMPAÑÍA MINERA MILPO 06005182X01 184-RD 150.00 31/01/1966 TERCERA S.A.A. ARMIDA COMPAÑÍA MINERA MILPO 82-75-EM-DGM- 06005285X01 6.00 27/12/1966 TERCERA-A S.A.A. DCM-RD ARMIDA COMPAÑÍA MINERA MILPO 83-75-EM-DGM- 06005286X01 4.00 27/12/1966 TERCERA-B S.A.A. DCM COMPAÑÍA MINERA MILPO BARITA DOS 010077898 2067-99-RPM 430.12 04/05/1998 S.A.A. BELLA SOL COMPAÑÍA MINERA MILPO 06006872X01 9002-97-RPM 265.59 17/08/1979 2 S.A.A. BELLA SOL COMPAÑÍA MINERA MILPO 010405197 0834-98-RPM 40.70 27/11/1997 4 S.A.A. BELLA SOL COMPAÑÍA MINERA MILPO 010130498 0056-99-RPM 103.14 22/05/1998 5 S.A.A. CARLOTITA COMPAÑÍA MINERA MILPO 111-73-DGM-D M- 06005826X01 24.95 19/05/1970 PRIMERA S.A.A. RD JUPITER-I- COMPAÑÍA MINERA MILPO 06007826X01 3897-99-RPM 99.77 14/05/1981 1981 S.A.A. LEONOR 31- COMPAÑÍA MINERA MILPO 000642-2007- 010260207 300.00 02/05/2007 M S.A.A. INGEMMET/PCD/PM MANTA 700 COMPAÑÍA MINERA MILPO 010114610 700.00 01/02/2010 2010 M S.A.A. MANTA COMPAÑÍA MINERA MILPO SIETE 2010 010114710 1,000.00 01/02/2010 S.A.A. M PUKAQAQA COMPAÑÍA MINERA MILPO 004294-2008- 010195908 1,000.00 13/03/2008 1M S.A.A. INGEMMET/PCD/PM RESCATADA COMPAÑÍA MINERA MILPO 2150-2016- 010212015 23.95 04/05/2015 2012 M S.A.A. INGEMMET/PCD/PM COMPAÑÍA MINERA MILPO RIFLE 1 010367495 2543-2000-RPM 451.50 02/01/1995 S.A.A. COMPAÑÍA MINERA MILPO RIFLE 1-99 010367495A 1237-2000-RPM 100.00 02/01/1995 S.A.A. COMPAÑÍA MINERA MILPO RIFLE 3 010367695 2796-98-RPM 495.66 02/01/1995 S.A.A. COMPAÑÍA MINERA MILPO RIFLE 4 010367795 900-97-RPM 300.00 02/01/1995 S.A.A. COMPAÑÍA MINERA MILPO RIFLE 5 010712195 9004-97-RPM 910.31 04/04/1995 S.A.A. COMPAÑÍA MINERA MILPO RIFLE 6 010077498 3081-98-RPM 779.70 04/05/1998 S.A.A. COMPAÑÍA MINERA MILPO 000442-2010- RIFLE 6 AM 010200209 33.09 03/08/2009 S.A.A. INGEMMET/PCD/PM SANTA COMPAÑÍA MINERA MILPO 010504495 2621-99-RPM 5.10 02/01/1995 FELICIA S.A.A. 190-91-EM-DGM- RUMIMAQUI 06008260X01 MINAS RESCATADA S.A. 360.00 02/05/1985 DCM JULIO 79 06006918X01 S.M.R.L. JULIO 79 2439-98-RPM 182.51 24/09/1979 TOTAL 11,170.22

VM Holding S.A. – Pukaqaqa Project, Project #2783 Technical Report NI 43-101 – August 4, 2017 Page 4-2 www.rpacan.com 78° 72°

Equator Santo Domingo Puerto 0° de los Colorados Leguízamo 0° Quito Roí Na po COLOMBIA Río Manta Nuevo Puerto Caq Quevedo Pantoja Río ue Rocafuerte Pu Santander tá N tu Portoviejo ECUADOR m La Pedrera Ambato a y Vila Bittencourt o purá Rio Ja Riobamba R ío Guayaquil Na p o BRAZIL R ío P Rio Içá a Cuenca s t Machala a n a o

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H u a Santa R lla Trujillo ío ga Lucia Pucallpa Salaverry M a r SOUTH a ñ ó rus n R Pu Tingo ío Rio U Chimbote María c a y P a l a i n Rio - Huaraz A PACIFIC m Branco e Huánuco r ic a Goyllarisquizga s n Cerro rú Pu H to i de Pasco Al g PUKAQAQA PROJECTío h Atalaya R Assis Brasil w a Huacho y R ío Iñapari Tarma Dios OCEAN Cobija de La Oroya R re M í d a nt o a a U M ro Lima r ío u R b Huancayo a 12° Callao m Manú 12° b Puerto Legend: a Maldonado HUANCAVELICA Huancavelica Quillabamba Machupicchu National capital (ruins) Chincha Ayacucho Region capital Río Cusco Alta Abancay Ap i Pisco urím n ac P e Town a B San Martín n o Ica í - A m R International boundary e r ic an Rurrenabaque Region boundary H ig h w Pan American Highway Nazca a y BOLIVIA Road Juliaca Pan- Railroad f Lago Am erry erican Titicaca Hig Puno Peru has 25 regions and one province (Lima Province). h way Arequipa La Paz Desaguadero Guaqui

R í Viacha Moquegua o Matarani D e s Toquepala ag Figure 4-1 uadero Ilo Tacna Oruro 18° 18° Lago VM Holding S.A. Arica Poopó

78 72 CHILE Pukaqaqa Project Huancavelica Region, Peru 0 100 200 Kilometers 0 100 200 Miles Location Map Transverse Mercator Projection, CM 75W

August 2017 Source: CIAmap, 2015.

4-3 www.rpacan.com 485000 490000 495000 500000 8600000

8600000 8595000

8595000 8590000

8590000

8585000

8585000

485000 490000 495000 500000 Figure 4-2

VM Holding S.A.

Pukaqaqa Project Huancavelica Region, Peru Property Map

August 2017 Source: Milpo ,2017. 4-4 www.rpacan.com

MINING RIGHTS

In Peru, mining and mining related activities are regulated by the General Mining Law of Peru. Mining concessions are granted using UTM coordinates based on UTM Zone 18S (datum PSAD 1956) to define areas generally ranging from 100 ha to 1,000 ha in size. Mining titles are irrevocable and perpetual, as long as the titleholder maintains payment of the annual maintenance fees up to date to the Ministry of Energy and Mines (Ministerio de Energía y Minas, or MEM).

A holder must pay an annual maintenance fee (vigencia) of US$3/ha (for metallic mineral concessions) for each concession actually acquired, or for a pending application (petitorio), at the time of acquisition and then by June 30 of each subsequent year to maintain the concession.

Holders of mineral concessions must meet a Minimum Annual Production Target after a statutory term. When such target is not met within the term, a penalty must be paid. There are currently two systems in force: (i) Mineral concessions granted on or before October 10, 2008 must meet Minimum Annual Production Target of US$100.00 per hectare per year for metallic concessions, within a statutory term of six years since the concession was granted. The applicable penalty is US$6.00 per hectare per year from year seven to year 11 inclusive. Starting in year 12, the applicable penalty is US$20.00 per hectare per year.

(ii) Mineral concessions granted after October 10, 2008 must meet the Minimum Annual Production Target of one Tax Unit (Unidad Impositiva Tributaria – UIT) per hectare per year, within a statutory term of ten years. For 2017, one UIT equals US$1,210.00. The applicable penalty is equal to 10% of the Minimum Annual Production Target per hectare per year.

The concession holder can be exonerated from paying the penalty if it can demonstrate that during the previous year it has invested an equivalent of no less than ten times the penalty for the total concession. This investment must be documented along with the copy of the annual tax statement (declaración jurada de impuesto a la renta) and the payment of the annual maintenance fees.

Mineral concessions may not be revoked as long as the titleholder complies with the Good Standing Obligations described below. According to such obligations, mineral concessions will lapse automatically if any of the following events takes place:

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(i) The annual fee is not paid for two consecutive years. (ii) The applicable penalty is not paid for two consecutive years. (iii) The Minimum Annual Production Target is not met within 30 years following the year after the concession was granted.

Table 4-2 lists the fees related to the Project concessions.

TABLE 4-2 CONCESSION FEES VM Holding S.A. – Pukaqaqa Project

2016 2017 2016 Non- 2017 Non- Annual Production Annual Production Amount Area Date Fees Penalties Fees Penalties Owed Name (ha) Granted (US$) (US$) (US$) (US$) (US$) CONAYCA 33 986.2462 02/01/1995 0.00 0.00 2,958.74 19,724.92 22,683.66 CONAYCA 34 239.7951 02/01/1995 719.39 4,795.90 719.39 4,795.90 11,030.58 CONAYCA 35 505.6384 02/01/1995 0.00 0.00 1,516.92 10,112.77 11,629.69 CONAYCA 36 100.0000 02/01/1995 300.00 2,000.00 300.00 2,000.00 4,600.00 CONAYCA 36A 413.6539 02/01/1995 0.00 0.00 1,240.96 8,273.08 9,514.04 CONAYCA 37 606.9541 02/01/1995 0.00 0.00 1,820.86 12,139.08 13,959.94 CONAYCA 39 100.0000 02/01/1995 300.00 2,000.00 300.00 2,000.00 4,600.00 CONAYCA 39-B 46.3488 02/01/1995 0.00 0.00 139.05 926.98 1,066.03 CONAYCA 40 151.5035 02/01/1995 0.00 0.00 454.51 3,030.07 3,484.58 ACERO CCOCHA 2 255.9713 21/08/1979 0.00 0.00 767.91 5,119.43 5,887.34 ARMIDA TERCERA 150.0017 31/01/1966 0.00 0.00 450.01 3,000.03 3,450.04 ARMIDA TERCERA-A 6.0000 27/12/1966 0.00 0.00 18.00 120.00 138.00 ARMIDA TERCERA-B 4.0001 27/12/1966 0.00 0.00 12.00 80.00 92.00 BARITA DOS 430.1235 04/05/1998 1,290.37 8,602.47 1,290.37 8,602.47 19,785.68 BELLA SOL 2 265.5948 17/08/1979 0.00 0.00 796.78 5,311.90 6,108.68 BELLA SOL 4 40.7028 27/11/1997 0.00 0.00 122.11 814.06 936.17 BELLA SOL 5 103.1369 22/05/1998 309.41 2,062.74 309.41 2,062.74 4,744.30 CARLOTITA PRIMERA 24.9468 19/05/1970 0.00 0.00 74.84 498.94 573.78 JUPITER-I-1981 99.7748 14/05/1981 0.00 0.00 299.32 1,995.50 2,294.82 LEONOR 31-M 300.0000 02/05/2007 900.00 1,800.00 900.00 1,800.00 5,400.00 MANTA 700 2010 M 700.0000 01/02/2010 2,100.00 0.00 2,100.00 0.00 4,200.00 MANTA SIETE 2010 M 1,000.0000 01/02/2010 3,000.00 0.00 3,000.00 0.00 6,000.00 PUKAQAQA 1M 1,000.0000 13/03/2008 3,000.00 0.00 3,000.00 0.00 6,000.00 RESCATADA 2012 M 23.9481 04/05/2015 0.00 0.00 71.85 0.00 71.85 RIFLE 1 451.7187 02/01/1995 0.00 0.00 1,355.16 9,034.37 10,389.53 RIFLE 1-99 100.0000 02/01/1995 300.00 2,000.00 300.00 2,000.00 4,600.00 RIFLE 3 495.6623 02/01/1995 1,486.99 9,913.25 1,486.99 9,913.25 22,800.48 RIFLE 4 300.0000 02/01/1995 756.59 5,043.93 756.59 5,043.93 11,601.04 RIFLE 5 910.7260 04/04/1995 2,732.18 18,214.52 2,732.18 18,214.52 41,893.40 RIFLE 6 780.2154 04/05/1998 2,340.65 15,604.31 2,340.65 15,604.31 35,889.92

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2016 2017 2016 Non- 2017 Non- Annual Production Annual Production Amount Area Date Fees Penalties Fees Penalties Owed Name (ha) Granted (US$) (US$) (US$) (US$) (US$) RIFLE 6 AM 33.3974 03/08/2009 0.00 0.00 100.19 0.00 100.19 SANTA FELICIA 5.1032 02/01/1995 0.00 0.00 15.31 102.06 117.37 RUMIMAQUI 359.9995 02/05/1985 0.00 0.00 1,080.00 7,199.99 8,279.99 JULIO 79 182.5051 24/09/1979 0.00 0.00 547.52 3,650.10 4,197.62 TOTAL 288,120.72

The holder of a mining concession is entitled to all the protection available to all holders of private property rights under the Peruvian Constitution, the Civil Code, and other applicable laws. A Peruvian mining concession is a property-related right; distinct and independent from the ownership of land on which it is located, even when both belong to the same person. The rights granted by a mining concession are defensible against third parties, are transferable and chargeable, and, in general, may be the subject of any transaction or contract.

To be enforceable, any and all transactions and contracts pertaining to a mining concession must be entered into a public deed and registered with the Public Mining Registry (Registro Público de Minería). Conversely, the holder of a mining concession must develop and operate its concession in a progressive manner, in compliance with applicable safety and environmental regulations and with all necessary steps to avoid third-party damages. The concession holder must permit access to those mining authorities responsible for assessing that the concession holder is meeting all obligations.

A sliding scale mining royalty of 1% on concentrate sales of up to US$60 million per year, 2% on US$60 million to US$120 million per year, and 3% on over US$120 million per year is payable to the Peruvian government.

SURFACE RIGHTS

Surface rights are not included in mineral rights, and permission must be obtained from owners and local leaders (when surface rights are owned by local communities) in writing, before commencing drilling activities. Companies must obtain a government permit prior to commencing any drilling or major earth moving programs, such as road and drill pad construction. Depending on the scale of work intended, exploration programs must be presented to the Ministry of Mines, which then will grant an approval to initiate activities as

VM Holding S.A. – Pukaqaqa Project, Project #2783 Technical Report NI 43-101 – August 4, 2017 Page 4-7 www.rpacan.com long as the paperwork is in order. All major ground disturbances must be remediated and recontoured following completion of the work activities.

ROYALTIES AND OTHER ENCUMBRANCES

In October 20001, Milpo optioned the Property from Rio Tinto for staged cash payments totalling US$4.0 million over a six-year period. Rio Tinto retains a 1% net smelter return (NSR) royalty due upon commercial production.

RPA is not aware of any other royalties, back-in rights, or other obligations or any other underlying agreements.

PERMITTING

RPA is not aware of any environmental liabilities on the property. VMH reports that it has all required permits to conduct the proposed work on the Property. RPA is not aware of any other significant factors and risks that may affect access, title, or the right or ability to perform the proposed work program on the Property.

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5 ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND PHYSIOGRAPHY

ACCESSIBILITY

The Pukaqaqa Project is located approximately 11 km northwest of Huancavelica city in the Districts of Huando, Ascension and Nuevo Occoro, Province of Huancavelica, Huancavelica Region. Huancavelica city is the capital of the Region and has a population of approximately 37,000.

Access to the Property from Lima is via the Central Highway through La Oroya, Huancayo, Izuchaca, Huando, and the Conaycasa Junction to the site. This route is approximately 440 km long and takes approximately 10.5 hours. Huancavelica city is a further 54 km from the Conaycasa Junction. An alternate route from Lima south along the Pan American Highway via Pisco is approximately 570 km long and takes approximately 12 hours. The route passes through Pisco, Castrovirreyna, and Huancavelica to the site. The distance from Huancavelica to the site is 69 km on winding gravel roads and takes about 2.5 hours to drive.

CLIMATE

In the Peruvian Andes, temperature is proportional to altitude, varying from temperate (annual average of 18°C) in the low-lying valleys to frigid (annual average below 0°C) in the highest elevations. The maximum temperature is often steady throughout the year, the low varying due to the presence of clouds in the rainy season.

The local climate is cold and dry for much of the year, which is typical of the high altitude mountainous areas of the Andean cordillera. There are two clearly distinguishable seasons in the Project area, a dry season between April to November, and a wet season from December to March. During the wet season, the clouds coming from the Amazon basin are able to cross the eastern side of the Andes with sufficient moisture to produce rainfall of relative magnitude. The dry season usually presents clear skies with little or no rainfall.

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Over the period 1963 to 1980 for a weather station located at Huancavelica (12.78°S, 74.98°W, 3670 MASL), the averages of the maximum and minimum monthly temperatures were 15.4°C and 2.8°C, respectively. The average annual precipitation during that period was 829.6 mm.

Exploration activities, and potential mining activities, can be performed year-round.

LOCAL RESOURCES

Local resources are minimal. Various services, including general manpower, are available from Huancavelica and smaller communities in the vicinity of the Property. Water requirements for a potential mining project could be met by streams and small lakes on the Property.

INFRASTRUCTURE

The nearest electrical power is located at the national electrical grid system (Sistema Eléctrico Interconnectado National, SEIN) main substation located immediately southeast of the Huancavelica city limits, a distance of approximately 44 km.

The Project camp is located near the village of Nuevo Pueblo Libre and Ampacocha Lake on the north side of the Property. An abandoned railway line, which originally connected Huancayo and Lima, is located within 20 km of the Property.

PHYSIOGRAPHY

Physiography of the Property consists of moderate to rugged topography, glaciated valleys with several lakes where glaciers were once located and small bogs within valley bottoms. Elevations on the Property range from 4,200 MASL to 4,860 MASL.

Flora consists predominantly of grasses and shrubs. The area is used for grazing. Agricultural activities are mostly in adjacent valleys, and at lower elevations.

RPA is of the opinion that, to the extent relevant to the mineral project, there is a sufficiency of surface rights and water.

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6 HISTORY

EXPLORATION AND DEVELOPMENT HISTORY

There is no evidence of colonial or earlier mining activities on the Pukaqaqa Property.

RIO TINTO 1996-1999 Rio Tinto staked the Conayca concessions in January, 1995 and commenced exploration in June, 1996. A gossan associated with the Gaby Breccia zone was the initial prospect. Exploration originally focused on classic porphyry-style, disseminated copper mineralization or stockworking and pervasive alteration. However, early exploration located Cu-Au mineralization associated with tabular endoskarn and exoskarn alteration zones (blankets) as well as brecciated contact skarn zones.

Rio Tinto completed district scale mapping, systematic rock chip geochemistry, and ground magnetics over a large area, in addition to 1:5000 scale surface mapping, sampling, pits, trenches, and induced polarization (IP) and resistivity geophysical surveys over specific prospects. This work identified a number of targets that were subsequently drilled. Drilling in October 1997 led to the discovery of the Gaby Breccia zone. A total of 10,185 m in 45 diamond drill core holes was completed in several targets but most of the drilling focused on the Gaby and Monica Breccia Zones.

RIO TINTO – BUENAVENTURA 1999-2001 In 1999, Rio Tinto entered into a two-year joint venture agreement with Compañia de Minas Buenaventura S.A. (Buenaventura). The agreement enabled Buenaventura to earn a 25% interest in the Pukaqaqa prospect by spending US$6 million over four years. Rio Tinto remained the Project operator and Buenaventura provided additional technical assistance.

In 1999, Rio Tinto completed 4,015 m of diamond drilling in 24 holes, and 628 m of reverse circulation (RC) drilling in four holes. Trenching, sampling, surface, and downhole geophysical surveys (IP and EM) were also completed and metallurgical test work was initiated.

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In 2000, Rio Tinto conducted a further 2,897 m of diamond drilling in 15 holes. Other activities included trenching and sampling, geophysics (IP), geochemistry, metallurgical testwork, specific gravity (SG) measurements, and water sampling for environmental studies.

MILPO – TIOMIN 2001-2007 A Letter of Understanding (LOU) between Rio Tinto and Milpo was signed on October 2, 2001. The LOU granted Milpo an option to acquire a 100% interest in the nine concessions held by Rio Tinto. The agreement was originally for a five-year option period and included eleven Rio Tinto concessions. The LOU was amended and restated on November 1, 2004 however, the new agreement only included the nine Rio Tinto concessions.

Milpo and Tiomin Resources Inc. (Tiomin) subsequently formed a joint venture (Milpo/Tiomin), with Milpo acting as the operator of exploration programs. The joint venture completed a drill program in 2004, which consisted of 3,406.75 m in 16 diamond drill holes. A drill program in 2005 consisted of 2,190.85 m in 17 diamond drill holes. From 2006 to 2007, the joint venture completed an additional 65 diamond drill holes totalling 16,209 m.

MILPO – 2011-2014 A drill program was completed between 2011 and 2012 which consisted of 121,903 m in 490 diamond drill holes, including infill, geomechanical, metallurgical, delineation and condemnation drill holes. A 1:2,000 geological mapping exercise was also carried out. In 2014, 1,829 m in 20 diamond drill holes were drilled for metallurgical sampling.

Tables 6-1 summarizes the work completed on the Property.

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TABLE 6-1 EXPLORATION SUMMARY VM Holding S.A. – Pukaqaqa Project

Year Company Activity Detail 1996-1998 Rio Tinto DDH 24 drill holes, 5,387 m (October 1997 – May 19 98) 1998-1999 Rio Tinto DDH 21 drill holes, 4,799 m (July 1998 – February 1999) 1998-1999 Rio Tinto RC 4 drill holes, 628 m 1999 Rio Tinto DDH 24 drill holes, 4,015 m (August – December 1999) 1999 Rio Tinto DDH 15.25 km of 50 m Dipole-Dipole Induced Polarization/Resistivity (13 lines completed) 1999 Rio Tinto Geophysics 10.67 km of Fixed-Loop Transient Electromagnetics 1999 Rio Tinto Geophysics 2.2 km of Moving-Loop Transient Electromagnetics 1999 Rio Tinto Geophysics 3,333 m of Down-Hole Transient Electromagnetics 1999 Rio Tinto Geophysics 260 m of 10 m Dipole-Dipole Induced Polarization/Resistivity in trench PNT002 1999 Rio Tinto Geophysics 200 m of 5 m Dipole-Dipole Induced Polarization/Resistivity in trench PNT002 1999 Rio Tinto Geophysics 1,035 m of Cross-Hole measurements 1999 Rio Tinto Geophysics Magnetic profiles also surveyed along lines (5 m spacing between readings) 1999 Rio Tinto Geochem 1,008 rock samples, split between outcrops, trenches and pits 1999 Rio Tinto Geochem 13 new trenches (PNT-058 through 70) 1999 Rio Tinto Geochem 437 new shallow pits (~2 m), of which 272 reached bedrock and were sampled 1999 Rio Tinto Metallurgy 23 composites from individual intervals of mineralized drill core assayed and mineralogically studied; then blended into three metallurgical composites. Flotation and leachability tests underway. Start the metallurgical test 2000 Rio Tinto DDH 15 drill holes, 2,897m (June-August 2000) 2000 Rio Tinto Geophysics 12.2 km of IP dipole-dipole by time domain 2000 Rio Tinto Metallurgy 3 metallurgical composites for flotation 2004-2005 Milpo/Tiomin DDH 16 drill holes, 3,407 m 2005 Milpo/Tiomin DDH 17 drill holes, 2,191 m 2006-2007 Milpo DDH 65 drill holes, 16,209 m 2011 Milpo DDH 130 drill holes, 33,289 m 2012 Milpo DDH 360 drill holes, 88,615 m Geology mapping, geochemical sampling. 2014 Milpo DDH 20 drill holes, 1,829 m 2014 Milpo Metallurgy 4 metallurgical composites

HISTORICAL RESOURCE ESTIMATES

In 2000, Rio Tinto estimated a historic resource of 86.2 Mt grading 0.91% Cu and 0.13 g/t Au at a 0.5% Cu cut-off grade. This estimate is historical in nature and VMH is not treating the historical estimate as current Mineral Resources verified by a qualified person, and the historical estimate should not be relied upon. RPA has not reviewed this resource estimate. RPA notes that it is not estimated in accordance with the Canadian Institute of Mining,

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Metallurgy and Petroleum (CIM) Definition Standards for Mineral Resources and Mineral Reserves.

Following its 2000 drilling and trenching program, Rio Tinto prepared an updated resource estimate and reported at a range of cut-off grades for each of the principal mineralized zones (Estrada, 2000). The Measured and Indicated resources for the Gaby Breccia, Blanket Norte and Blanket Sur zones at a 0.5% Cu cut-off grade totalled 67.7 Mt grading 0.90% Cu, 0.15% Au and 1.74% Ag and the Inferred resources totalled 18.5 Mt grading 0.90% Cu, 0.10 g/t Au and 2.00 g/t Ag. This estimate is historical in nature and VMH is not treating the historical estimate as current Mineral Resources verified by a qualified person, and the historical estimate should not be relied upon. RPA has not reviewed this resource estimate. RPA notes that it is not estimated in accordance with the CIM Definition Standards for Mineral Resources and Mineral Reserves.

In 2005, Milpo completed a revised interpretation and new geological model of the deposit which was audited by AMEC Americas Limited (AMEC). A total of 17.124 Mt with a grade of 0.54% Cu and 0.071 g/t Au was reported as Measured and Indicated mineral resources at a 0.30% Cu cut-off grade, and an additional 114.654 Mt with a grade of 0.60% Cu and 0.096 g/t Au was also reported as an Inferred mineral resource for five mineralized domains including Gaby Breccia, Monica Breccia, Blanket Norte, Blanket Sur, and Raurac Breccia (Reddy, Hinostroza and Colquhoun, 2006). This estimate is considered to be historical in nature and should not be relied upon, however, it does give an indication of mineralization on the Property.

In 2007, Milpo completed an updated mineral resource estimate which was audited by Met- Chem Canada Inc. (Met-Chem). At a cut-off grade of 0.3% Cu, the updated estimate was reported as 99.147 Mt grading 0.56% Cu, 0.09 g/t Au and 1.69 g/t Ag in the Measured and Indicated categories and 58.662 Mt grading 0.60% Cu, 0.11 g/t Au and 2.39 g/t Ag in the Inferred category (Saucier, 2007). This estimate is considered to be historical in nature and should not be relied upon, however, it does give an indication of mineralization on the Property.

PAST PRODUCTION

There has been no production from the Property.

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7 GEOLOGICAL SETTING AND MINERALIZATION

REGIONAL GEOLOGY

The South American Platform is mainly composed of metamorphic and igneous complexes of Archean/Proterozoic age and makes up the continental interior of South America. The Platform consolidated during Late Proterozoic to Early Paleozoic times during the Brasiliano/Pan-African orogenic cycle during which the amalgamation of different continents and micro continents with closure of several ocean basins led to the formation of the Supercontinent Gondwana. Archean and Proterozoic rocks are exposed in three major shield areas within the framework of Neoproterozoic fold belts (Guiana, Central Brazil, and Atlantic shields).

The western continental margin of the South American Plate developed at least since Neoproterozoic to Early Paleozoic times and constitutes a convergent margin, along which eastward subduction of Pacific oceanic plates beneath the South American Plate takes place. Through this process the Andean Chain, the highest non-collisional mountain range in the world, developed. The eastern margin of the South American Plate forms a more than 10,000 km long divergent margin, which developed as a result of the separation of the South American plate and the African plate since the Mesozoic through the opening of the South Atlantic and the break-up of Gondwana. The northern and southern margins of the South American Plate developed along transform faults in transcurrent tectonic regimes due to the collision of the South American Plate with the Caribbean and the Scotia plates. The South American Plate reveals a long and complex geologic history (Engler, 2009).

Most of the stratigraphy, structure, magmatism, volcanism, and mineralization in Peru is spatially and genetically related to the tectonic evolution of the Andean Cordillera of the western sea board of South America. The cordillera was formed by actions related to major subduction events that have continued to the present from at least the Cambrian (Petersen, 1999) or late Precambrian (Clark et al., 1990; Benavides‐Caceres, 1999). The formation of the Andean Cordillera is, however, the result of a narrower period stretching from the Triassic to present when rifting of the African and South American continents formed the Atlantic Ocean. Two periods of this later subduction activity have been identified (Benavides‐Caceres,

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1999): Mariana type subduction from the late Triassic to late Cretaceous; and Andean type subduction from the late Cretaceous to present.

The geology of Peru, from the Peru-Chile Trench in the Pacific to the Brazilian Shield, is defined as three major parallel regions, from west to east: the Andean Forearc, the High Andes, and the Andean Foreland. All three of these regions formed during Meso-Cenozoic evolution of the Central Andes. The Property lies within the High Andes region. A simplified regional geology map of Peru is shown in Figure 7-1 and a regional morphostructural map is shown in Figure 7-2.

The High Andes can be divided into three sections, from west to east:

1. The Western Cordillera is made up of Mesozoic-Tertiary age rocks, dominated by the Coastal Batholith which consists of multiple intrusions with ages ranging from Lower Jurassic to Upper Eocene. The belt is up to 65 km across by 1,600 km long running sub-parallel to the Pacific coast, extending into Ecuador and Chile. The Project is located within the Western Cordillera.

2. The Altiplano is a high internally drained plain situated at a mean elevation of almost 4,000 m, slightly below the average altitudes of the Western and Eastern Cordillera. It is 150 km wide and 1,500 km long, extending from northern Argentina to southern Peru.

3. The Eastern Cordillera forms a 4,000 m high and 150 km wide plateau. During the Cenozoic era, the arc has been uplifted forming the Eastern Cordillera. Stratigraphically, the High Andes zone consists of, from west to east, an intra-arc trough, a deep basin, a continental shelf, and the Marañón metamorphic complex (the Marañón Complex). In general, the formations become progressively older from west to east, spanning from the mid-Tertiary to the Neoproterozoic-Paleozoic.

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78°W 72°W

4°S 4°S

8°S 8°S

PUKQQ A A A PROJECT

12°S

12°S

Pacific Ocean 16°S

16°S

78°W 72°W Sedimentary Rocks Cretaceous Permian Quaternary Jurassic Carboniferous Precambrian Tertiary Jurassic Devonian Jurassic Cretaceous Triassic Figure 7-1 Igneous Metamorphic Rocks VM Holding S.A. Cretaceous - Volcanics Tertiary Pukaqaqa Project Mesozoic - Cenozoic Intrusives Huancavelica Region, Peru Regional Geology Precambrian Indiferrentiated

August 2017 Source: TWP Sudamerica S.A., 2013. 7-3 www.rpacan.com

Pacific Lowland

5°S Western Cordillera Piura Eastern Cordillera

Altiplano

Trujillo Subandean Zone

Trench Amazonian Foreland 10°S Brazilian Shield

Lima

Ica 15°S PUKAQAQA PROJECT Camana

Trench

20°S

Antofagasta 80°W 75°W 70°W 65°W

Figure 7-2

0125250 375 500 VM Holding S.A. Kilometres Pukaqaqa Project

Source: After Jaillard et al., 2000 and Sebrier et al., 1988. Huancavelica Region, Peru In Wipf, 2006. PGS Pacific Geological Services. Morphostructural Map

August 2017 7-4 www.rpacan.com

LOCAL GEOLOGY

The following is taken from Reddy, Hinostroza and Colquhoun (2006).

The regional geology consists of a thick marine stratigraphic sequence (Jurassic Condorsinga Formation of the Pucara Group), which is overlain unconformably by Tertiary volcanics (Tertiary Tantara Formation and the Tertiary Sacsaquero Group). Tertiary andesitic and diorite bodies intrude the stratigraphic units. Quaternary fluvioglacial deposits are located within glaciated valleys. Geologic maps of the region show the principal units from oldest to youngest as follows (Figure 7-3).

MESOZOIC SEDIMENTARY UNITS (TRIASSIC-CRETACEOUS) The Mesozoic units include several sedimentary groups such as the thick carbonate marine sequences of the Pucara Group (Triassic-Jurassic), which consist of the Chambara, Aramachay, and Condorsinga Formations. Overlying the Pucara Group is another thick sedimentary sequence (Cretaceous) consisting of siltstones and shales (Carcapuquio Formation), silty limestones (Chunumayo Formation), and sandstones of the Goyllarisquizga Group.

CENOZOIC VOLCANOCLASTIC UNITS (PALEOGENE-NEOGENE) A thick volcanic pile unconformably overlies the Mesozoic rocks and consists of andesite domes, dacitic and andesitic ash flows, basalts flows, volcanic breccias, ignimbrites, reworked tuffs, conglomerates siltstones, volcanic agglomerates, etc. The volcanics cover even the highest mountains of the Huancavelica region. The volcanic sequences include the Tantara, Castrovirreyna, Sacsaquero, and Caudalosa Formations.

TERTIARY INTRUSIVE ROCKS The Tinllaclla Diorite Porphyry stocks are the main regional group of intrusive rocks. The stocks intrude the Pucara Group at Pukaqaqa creating the exoskarn and endoskarn mineralization. The Martha Diorite stocks intrude the carbonate sequences to the northwest and are related to the mineralization at the Martha Mine. The intrusives appear to follow northwest trending lineaments. A few andesitic porphyry stocks have been reported to intrude Cenozoic conglomerates.

VM Holding S.A. – Pukaqaqa Project, Project #2783 Technical Report NI 43-101 – August 4, 2017 Page 7-5 www.rpacan.com 490,000 mE 494,000 mE 498,000 mE 8,600,000 mN

N 8,600,000 mN 8,596,000 mN 8,596,000 mN 8,592,000 mN 8,592,000 mN 8,588,000 mN 8,588,000 mN

490,000 mE 494,000 mE 498,000 mE

0 1 2 3 4 Stratigraphy Intrusive Rocks Kilometres Fluvio-Glacial Deposits Diorite Glacial Deposits Granodiorite Fluvial-Alluvial Deposits Faults Figure 7-3 Astobamba Fm. Lakes Caudalosa Fm. Blanket Mineralization Outline Castrovimeyna Fm. Breccia Mineralization Outline VM Holding S.A. Sacsaquero Group Tantará Fm. Goyllarisquizga Group Pukaqaqa Project Cercapuquio Fm. Condorsinga Fm. Huancavelica Region, Peru Aramachay Fm. Local Geology Chambará Fm.

August 2017 Source: Tiomin Resources Inc., 2007.

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QUATERNARY SEDIMENTS The youngest sedimentary units are Pleistocene to Holocene in age. The quaternary sediments consist of glacial tills, alluvial fans, and talus debris sediments that cover topographic slopes and fill low-lying areas such as glacial valleys on the Pukaqaqa Property.

The Mesozoic sedimentary sequence is folded into a series of west-verging folds and thrusts. The fold axes trend north and northwest. Late north-northwest, east-west, and north-south sub-vertical structures and other major lineaments are also apparent.

The intrusive bodies appear to follow the northwest trending structures (i.e. core of anticlines, faults, etc.). The Pukaqaqa deposits are located within and on the flank of an anticline and along a broad northwest trending alignment of mineral occurrences. The mineral occurrences include the Santa Barbara mercury mine at Huancavelica, the old Pukaqaqa Mine (Cu), the current Pukaqaqa mineralization, and Mina Martha (Pb-Zn veins, which include the Mina Mi- Peru, Mina Martha, Mina Luna de Plata), and several occurrences in the Tambopata area.

PROPERTY GEOLOGY

A geologic map of the property shows the principal hosting, mineralized and cover units (Figure 7-4). The following is taken from the annual report of Rio Tinto and Buenaventura (2000).

Cretaceous stratigraphy is not very prominent throughout the Project area. The Goyllarisquizqa Formation is exposed patchily on the tops of some of the more prominent hills. To the southeast and east of Pukaqaqa toward Huancavelica, a more complete Cretaceous stratigraphic package is present.

Unconformably above the Goyllarisquizqa Formation, and often associated with colour alteration anomalies, is the Eocene Tantara Formation. This is a thick succession of andesite flows with lesser andesite flow breccias and tends to occur as outliers capping the highest hills.

Pukaqaqa is located along an approximately northwest trending alignment of mineral occurrences. This commences with the Santa Barbara mercury mine at Huancavelica, and trends northwest to the “old Pukaqaqa Mine” (Cu), then the resources at the Discovery Zone and past Mina Martha (Pb – Zn veins) and then several occurrences in the Tambopata area, including the new Ayamachay Prospect.

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Mineralization at Pukaqaqa is hosted within the Triassic-Jurassic Pucara Group, with the Jurassic Condorsinga Formation hosting the exoskarn.

The intrusive rocks that were the heat source for mineralization at Pukaqaqa comprise greenish feldspar-hornblende porphyry with a crowded porphyritic texture, containing weakly sericitized, plagioclase phenocrysts (2 mm to 5 mm) and sub-oriented, abundant, chloritized amphiboles. Primary biotite has been identified in selected locations. The porphyritic texture is locally blurred due to weak silicification.

Age dates have previously been reported by Eugenio Espada after work with Donald Noble include 7.3 ± 0.2 Ma using K/Ar dating on a primary biotite from an intrusive outcrop above the camp at Pueblo Libre. An Ar-Ar age of 5.01 ± 0.07 Ma was obtained by Donald Noble on secondary biotite from drill core (hole PND-2, 60 m to 100 m) of the main porphyry containing abundant biotite replacing hornblende. This is suggested to represent the age of alteration and mineralization.

The style of deformation at Pukaqaqa is characterised by a series of west verging folds and thrusting in the Mesozoic sedimentary units. Important late north-northwest and east-west sub-vertical structures are also apparent. The Pukaqaqa district has also been suggested to be part of a major thrust duplex.

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493,000 E 493,500 E 494,000 E 494,500 E

N 8,594,500 N 8,594,500 N 8,594,000 N 8,594,000 N 8,593,500 N 8,593,000 N

493,000 E 493,500 E 494,000 E

Figure 7-4

VM Holding S.A. 0 100 200 300 400 500 Metres Pukaqaqa Project Huancavelica Region, Peru Property Geology

August 2017 Source: VM Holding S.A, 2017. 7-9 www.rpacan.com

MINERALIZATION

The following is taken from Reddy, Hinostroya and Colquhoun (2006).

The copper-gold primary mineralization at Pukaqaqa is related to skarn development within a sub-volcanic intrusive and adjacent to an intrusive/carbonate contact (Gaby and Monica Breccias). The margins of the intrusive are sheared and brecciated and the exoskarn- endoskarn-intrusive system is dated at around 5.0 to 7.3 Ma. A subhorizontal blanket of disseminated mineralization occurs within the mixed and endoskarn zones in the upper part of the intrusive body (Figure 7-5). Secondary copper enrichment has occurred in the near- surface portions of the blanket and breccia mineralization. The principal mineralized zones are described in Table 7-1.

TABLE 7-1 PRINCIPAL MINERALIZED ZONES VM Holding S.A. – Pukaqaqa Project

Principal Mineralized Zones Zone Length (m) Width (m) Orientation Vertical Extent (m) Gaby 700 1 to 30 NW-SE, steep dip 400 Monica 500 1 to 12 NW-SE, steep dip 100 Raurac 200 1 to 20 NS, steep dip 80 North Blanket 800 (NW) 1,000 (EW) NS, sub-horizontal 20 to 170 South Blanket 200 (NW) 600 (EW) NS, sub-horizontal 15 to 132

The highest copper grades are in the breccia zones in semi-massive sulphide zones along the carbonate/intrusive contact. The highest gold grades are within and adjacent to the contact zones but are within the endoskarn mineralization and appear to be entirely hosted by the intrusive unit.

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Section Looking North Figure 7-5

www.rpacan.com VM Holding S.A. 0100200 300 400 Pukaqaqa Project Metres Huancavelica Region, Peru Mineralization Geology August 2017 Source: Modified from Milpo, 2014. www.rpacan.com

GABY AND MONICA BRECCIAS The diorite porphyry intrudes an anticline in the carbonate rocks. A sulphide-rich breccia zone (the Gaby Breccia and Monica Breccia Zones) occurs at the carbonate/intrusive contact along the east limb of the anticline and extends for a total of 1.5 km strike length and over a 400 m vertical extent.

The Gaby and Monica bodies are essentially planar and form a single deposit but with a gap caused by the erosion of a valley between the Rauracocha and Saybacocha Lakes. Drilling has established the continuation of the breccia zone beneath a bog in the central part of the valley. A fault also appears to cause an offset of the zone in the same position where the valley has incised into the otherwise continuous body of mineralization.

The Gaby Breccia zone is immediately east of the North Blanket. These zones are subparallel near surface with a separation of up to 50 m but at the north end of the Gaby Breccia zone they either form a continuous zone of mineralization or they have a confluence at depth. The range in inclination is from moderately east-dipping to vertical, to steeply west dipping (20º to 35º).

The Monica Breccia zone is to the east of the South Blanket. The zones are subparallel with a separation of 50 m to 100 m. The Monica Breccia zone is shallowly inclined to the east (0º to 35º).

Thicknesses of the Gaby and Monica Breccia zones vary from a few metres to more than 40 m. The mineralized zone is generally narrower and consists of semi-massive to massive sulphides with increasing depth. In the upper 100 m of the mineralized zone the mineralization is usually disseminated or irregular and its thickness variable.

The primary mineralization of the breccias (20-70% as a sulphide matrix, the remainder as breccia fragments) consists of prograde garnet-pyroxene and retrograde pyrite-chalcopyrite- magnetite-epidote-actinolite skarn. The zone is typically brecciated as a result of faulting along the contact and probably in part to due to dissolution of carbonates during skarn development.

Drill hole intercepts of the Gaby Breccia range from five metres to 211 m. The average copper and gold grade of the intervals range from 0.28% to 2.40% and 0.03 g/t to 0.42 g/t, respectively.

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Drill hole intercepts of the Monica Breccia range from six metres to 67 m. The average copper and gold grade of the intervals range from 0.35% to 1.88% and 0.02 g/t to 0.12 g/t, respectively.

The sulphide bodies show up as ground magnetic and chargeability anomalies. Resistivity data appears to map the sulphide bodies with reasonable confidence. Drilling has tested the Gaby and Monica Breccia along most of its length; however, the zone is open to the north and south. Deep drill holes confirm that the breccia zone extends to more than 400 m depth but the limits have not yet been determined. Results from deeper drill holes also show that both Cu and Au grades are elevated at depth.

RAURAC BRECCIA The Raurac Breccia zone is along the carbonate/intrusive contact on the west flank of the intrusive unit. This contact is also on the western limb of the anticline in the carbonate units.

The Raurac Breccia zone has a limited known strike length of a few hundred metres. The zone has had only limited drilling to date (four holes). The mineralization is similar to the Gaby and Monica Breccia zones but not as well developed.

Drill hole intercepts of the Raurac Breccia range from 1.7 m to 27.5 m. The average copper and gold grades of the intervals range from 0.35% Cu to 1.50% Cu and 0.02 g/t Au to 0.18 g/t Au, respectively.

NORTH BLANKET Mineralized portions of the endoskarn and mixed skarn of the sub-volcanic intrusive are exposed at or near surface along the axis of the anticline in the carbonate rocks. This disseminated primary mineralization has undergone a weak supergene overprint, coating the pyrite and chalcopyrite with chalcocite.

This mixed style of mineralization occurs as a tabular layer that extends up to 120 m depth in some areas and is referred to as “blanket style mineralization”. The North and South Blankets are subhorizontal zones that were originally connected prior to the glacial erosion of the valley between the Rauracocha and Saybacocha Lakes.

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The primary mineralization consists of pyrite, chalcopyrite, and magnetite introduced during retrograde alteration of the endoskarn. The supergene mineralization includes introduction of chalcocite, some covellite, and digenite. Oxide copper minerals (malachite, some azurite, chrysocolla) are present in upper portions of the mineralized intrusive where copper minerals were oxidized and partially leached.

Drill hole intercepts of the North Blanket range from 0.4 m to 279.6 m. The average copper and gold grades of the intervals range from 0.16% Cu to 1.89% Cu and 0.01 g/t Au to 0.75 g/t Au, respectively. Abundant chalcocite was noted in drill hole logs but sequential copper analyses (by Rio Tinto and AMEC) suggest that the cyanide soluble portion (chalcocite, bornite, and some chalcopyrite) of the copper in samples from the blanket averages 40% (South Blanket) to 50% (North Blanket). This suggests that although the supergene enrichment has contributed to the grade of the zone, the mixed nature of the copper species makes copper recovery difficult. The acid soluble portion (malachite, azurite, tenorite, chrysocolla, some of the cuprite) is approximately 23% or less and confirms the presence of the oxide copper minerals in some portions of the blankets.

Drill holes have established the blankets to be tabular bodies within the intrusive rock. The copper-gold mineralization is disseminated and often occurs as a mix of primary, supergene, and oxide copper species.

The distribution of the copper species is not clearly differentiated and a better mineralogical zonation (“ore-type”) model should be developed. Mixed and mediocre results for soluble copper analyses have hampered efforts to consider a solvent extraction-electrowinning (SX- EW) leach type process in this report. Additional relogging, domaining, and metallurgical studies should be conducted to assess if there are portions of the deposit that may be amenable to a lower cost form of copper recovery. Logging of alteration includes pervasive argillic alteration with sericite as well as some patches of silicic and propylitic alteration.

The North Blanket is outlined by drill holes showing a surface extension of 800 m by 1,000 m and a vertical thickness of 20 m to 80 m. The lack of any distinct geological or mineralogical boundary to the blanket mineralization led to the use of a 0.3% Cu grade shell.

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SOUTH BLANKET As noted above, the South Blanket is a continuation of the North Blanket but was separated by the erosion of the valley. The South Blanket has the same alteration and mineralization features as described for the North Blanket. The host is endoskarn and mixed skarn in the sub-volcanic intrusive.

The South Blanket is tabular and has been outlined by drill holes showing a surface extension of 200 m by 600 m and a vertical thickness of 20 m to 80 m. Drill hole intercepts of the South Blanket range from 2.1 m to 149.0 m. The average copper and gold grades of the intervals range from 0.25% Cu to 0.68% Cu and 0.03 g/t Au to 0.11 g/t Au.

Surface exposures of the South Blanket mineralization have abundant oxide copper mineralization but overall the unit has less oxide copper mineralization. Assay results for drilling show intervals with low variability in the copper grades. The North and South Blankets are hosted within altered and fractured intrusive.

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8 DEPOSIT TYPES

The sulphide mineralization at Pukaqaqa is found in association with a Cu-Au skarn system. Some portions of the skarn system have undergone oxide and supergene enrichment.

Skarn mineralization is hosted by contact, metasomatic calc-silicate rocks proximal to intrusive rocks. They typically form by contact metamorphism of a carbonate rich rock. The reader is referred to Meinert (1993), Dawson et al. (1984), and Einaudi et al. (1991) for more detailed descriptions of skarn systems.

The following is taken from Rogers et al. (1995).

Host rocks consist of magnesian skarn and calcic skarn which were formed from the metasomatic replacement of dolomite and limestone, respectively. Metasomatized rocks consist of limestone, dolomite, and calcareous clastic sedimentary rocks. Associated intrusive rocks include gabbro to granite and diorite to syenite for Zn-Pb-Ag and W-Mo skarns and two- mica, S-type granite-granodiorite for Sn-W skarns.

Skarns are typically coarse grained, granoblastic to hornfelsic. Their associated intrusives display a variety of textures from equigranular, to porphyritic, to aphanitic. Dikes are common. They range in age from Precambrian to Recent but on a worldwide basis are most common in the Phanerozoic.

In general, skarns are associated with late-orogenic or post-orogenic intrusions developed in collisional, continental margin, orogenic belts. On a local scale, features such as shallow pluton/carbonate contacts, irregularities in the contact, stockwork fracturing at the contact and structural and/or stratigraphic traps in the host rock may influence the skarn formation.

Skarn mineralization varies from massive to disseminated and/or interstitial. Irregular, tabular, vein-like and peneconcordant bodies are possible. Mineralized zones may occur within the causative intrusion (endoskarn) or adjacent to the intrusion (exoskarn) up to several tens to hundreds of metres away if controlled by structural and/or stratigraphic features.

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Extensive skarn mineralogy associated with contact metasomatism results in prograde Ca-Fe- Mg-Mn silicates including hedenbergite, andradite, forsterite, serpentine, spessartine, diopside, epidote, wollastonite, tremolite, idocrase, tourmaline and greisen (quartz-muscovite- topaz-fluorite) and retrograde chlorite, actinolite and clay minerals. Zonal alteration patterns are common.

Geological controls on skarn mineralization include relatively tick, pure and impure limey rocks; shallow-dipping pluton/carbonate traps, irregularities in the pluton/carbonate contacts; structural and stratigraphic traps or controls in the host rocks; stockwork fracturing along the pluton/carbonate contacts. Faults, contacts, bedding, breccias, crosscutting dikes, or structures control the location of the deposits at a distance from the pluton.

Copper +/- gold skarns may be zoned from a Cu-Au-Ag rich inner zone to Au-Ag rich to a Zn- Pb-Ag outer zone. Copper skarn mineralogy may consist of chalcopyrite, magnetite, bornite, molybdenite, pyrite and pyrrhotite plus a variety of lesser sulphides.

Development of near surface oxide copper mineralization and underlying supergene copper enrichment is related to downward movement of low pH meteoric waters generated by the oxidation of iron sulphides. Sufficiently high pyrite content is necessary for the acid generation followed by the development of surface oxidation and leaching, and in turn the development of a supergene enrichment zone.

The copper is removed and re-deposited as secondary chalcocite and covellite immediately below the water table in flat tabular zones of supergene enrichment. The process results in a copper-poor leached zone above a relatively thin but high-grade supergene enrichment zone that caps a thicker zone of moderate grade primary hypogene mineralization at depth.

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9 EXPLORATION

No exploration is currently being undertaken at Pukaqaqa.

HISTORICAL EXPLORATION

In addition to the drilling campaigns, the Pukaqaqa Project has been investigated with the following surveys:

GEOPHYSICS: • 1999: 15.25 line km of 50 m dipole-dipole IP/Resistivity (13 lines completed).

• 1999: 10.67 line km of fixed-loop transient electromagnetics.

• 1999: 2.2 line km of moving-loop transient electromagnetics.

• 1999: 260 line m of ten metre dipole-dipole IP/Resistivity in trench PNT002.

• 1999: 200 line m of five metre dipole-dipole IP/Resistivity in trench PNT002.

• 1999: 1,035 m of cross-hole measurements.

• 1999: Magnetic profiles also surveyed along lines (five metre spacing between stations).

• 2000: 12.2 line km of 50 m dipole-dipole IP/Resistivity.

MAPPING AND GEOCHEMISTRY • 1999: 1,008 rock samples, split between outcrops, trenches, and pits.

• 1999: 13 new trenches (PNT-058 until 70).

• 1999: 437 new shallow pits (approximately 2 metre depth), of which 272 reached bedrock and were sampled.

• 2012: Detailed geological mapping and geochemical rock sampling of 60,372 samples.

METALLURGICAL TESTING • 1999: 23 composites from individual intervals of mineralized drill core assayed and mineralogically studied; then blended into three metallurgical composites. Flotation and leachability tests performed.

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• 2000: Flotation tests performed of three selected composites.

• 2014: Flotation and comminution tests in pilot plant and laboratory of four selected composites.

EXPLORATION POTENTIAL

Additional exploration potential exists at the deposit area itself, where some of the orebodies are known to be open at depth and along trend.

Several exploration targets are located up to four kilometers southeast of the deposit. The targets are (from northwest to southeast):

• Acerocoha: Potential for Cu-Au skarn mineralization. In area occurs oxidized breccias (with abundant Fe-oxides) associated with Copper geochemical anomalies in an area of 1,200 m x 700 m. The most mineralized samples range from 3,000 ppm to 4,500 ppm Cu. A few drill holes were performed at this target and trace amounts of chalcopyrite, sphalerite, and sporadic zones with galena were identified.

• Rumimaqui: Potential for Cu-Au skarn mineralization in an area of 1,500 m x 800 m. Northwest extension of the known Carlotita – Bella Sol target. Rumimaqui contains several rock chip samples above 1,000 ppm Cu that confirms the mineralized characteristic of some of the breccias.

• Bella Sol: endoskarn and brecciated intrusive with development of secondary enrichment above anhydrite.

• Carlotita: skarn, polymictic and monomictic breccias associated with several rock chip samples with +5,000 ppm Cu. This target was tested with drilling in 2010 in order to test the extension of Bella Sol. The following results were obtained: o PSD-10-01A: from 86.50 m to 149.20 m (62.70 m) at a grade of 0.44 % Cu o PSD-10-01A: from 19.10 m to 124.60 m (105.50 m) at a grade of 1.41 % Zn

• Armida: Potential for Cu-Au skarn mineralization indicated by mineralized outcrops of breccia.

• Julio-79: Potential for Cu-Au skarn mineralization demonstrated by mineralized outcrops of breccia.

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8,590,000 N 8,592,500 N 8,595,000 N 0 492,500 E 492,500 E 0.5 Kilometres 1 1.5 2 2.5 Source: VM Holding S.A, 2017. 495,000 E 495,000 E 497,500 E Exploration Potential, unaeiaRegion,Peru Huancavelica Geology &Targets Pukaqaqa Project VM Holding S.A. Figure 9-1

8,590,000 N 8,592,500 N 8,595,000 N www.rpacan.com 9-4 uut7201August

8,590,000 N 8,592,500 N 8,595,000 N 0 492,500 E 492,500 E 0.5 Kilometres 1 1.5 2 2.5 495,000 E 495,000 E Source: VM Holding S.A, 2017. 497,500 E Soil Geochemistry &Targets Exploration Potential, unaeiaRegion,Peru Huancavelica Pukaqaqa Project VM Holding S.A. Figure 9-2

8,590,000 N 8,592,500 N 8,595,000 N www.rpacan.com www.rpacan.com

Other targets and prospects that are cited in reports by Rio Tinto and Milpo, but not reviewed in this study include:

• Rauraqasa Cu-Au Skarn: Geophysical and Cu geochemical anomaly, possibly similar to Gaby Breccia.

• Tinkicocha Zn-Pb Skarn: Zn anomaly, trench results include 66.2 m of 1.13% Zn and 20 m of 2.6% Zn.

• Pucapata Au-Zn-Pb-Ag Skarn: Au anomaly, trench results include 17.5 m of 0.89 g/t Au and 34.1 m of 0.54 g/t Au.

EXPLORATION BUDGET

RPA concurs with Milpo’s proposed budget of US$2.2 million for environmental and social licences, mineralogical and metallurgical studies over 2017 and 2018.

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10 DRILLING

A total of 692 diamond drilling holes (DDH) for 162,638 m and four RC holes for 628.0 m have been completed on the Property from 1997 to 2014. Table 10-1 summarizes the drilling and Figure 10-1 illustrates the collar locations.

TABLE 10-1 SUMMARY OF HISTORIC DRILLING VM Holding S.A. – Pukaqaqa Project

No. of Drilling Meterage Years Operator Holes Hole Numbers Type Drilled Drilled 1997-1998 Rio Tinto DDH 24 PND-001 to PND-024 5,387 1998-1999 Rio Tinto DDH 21 PND-025 to PND-045 4,799 1998-1999 Rio Tinto RC 4 PNR-001 to PNR-004 628 1999 Rio Tinto/Buenaventura DDH 24 PND-046 to PND-069 4,015 2000 Rio Tinto/Buenaventura DDH 15 PND-070 to PND-084 2,897 2004 Milpo/Tiomin DDH 16 PND-085 to PND-099, 088a 3,407 2005 Milpo/Tiomin DDH 17 PND-100 to PND-116 2,191 2006-2007 Milpo/Tiomin DDH 65 PND-117 to PND-184 16,209 PND-11-01 to PND-11-281 2011 Milpo DDH 130 and POD-11-01 to POD-11- 33,289 07 2012 Milpo DDH 360 PND-12-17 to PND-12-639 88,615 2014 Milpo DDH 20 PND-14-640 to PND-14-659 1,829

VM Holding S.A. – Pukaqaqa Project, Project #2783 Technical Report NI 43-101 – August 4, 2017 Page 10-1 www.rpacan.com 492,000 E 494,000 E 496,000 E

N 8,594,000 N 8,594,000 N 8,592,000 N 8,592,000 N 8,590,000 N 8,590,000 N

0 0.5 1 1.5 2 Kilometres

Figure 10-1 492,000 E 494,000 E 8,588,000 N VM Holding S.A. 494,000 E Pukaqaqa Project Huancavelica Region, Peru Plan Map of Drill Hole Collar Locations August 2017 Source: VM Holding S.A, 2017.

10-2 www.rpacan.com

RIO TINTO AND RIO TINTO – BUENAVENTURA 1997-2000

From 1997 to 2000, Rio Tinto and the Rio Tinto – Buenaventura joint venture completed 84 diamond drill holes totaling 17,097 m and four reverse circulation holes totaling 628 m. The diamond drill core diameter varied over time and according to drilling conditions from PQ to HQ. Only one hole (PND075) was abandoned prior to reaching its targeted depth. As of 1999, drill holes were lined with PVC pipe to facilitate subsequent down-hole geophysical surveying. Recoveries were reported to be greater than 90% in mineralized intervals. The attitude of the holes with depth was determined using a Flexit instrument with the initial reading taken at a down-hole depth of 20 m and subsequent readings at 50 m intervals. Approximately 1,367 specific gravity determinations were taken.

The reverse circulation holes completed in 1999 had diameters of 4.75 in. (120.65 mm) or 5.25 in. (133.35 mm). Samples were collected at two metre intervals but no additional information is available regarding the sampling methodology for the reverse circulation drilling. Collars were surveyed by Rio Tinto and a PVC pipe was placed in concrete at the collar. Downhole surveys were completed using a Flexit survey unit. A total of ten measurements were collected in three of the holes. Measurements were collected at 20 m depth and then at 50 m intervals down the hole.

Rio Tinto re-surveyed four holes (PND-7, 43, 43 and PNR-4) using a gyroscopic technique which is not affected by magnetic minerals. Comprobe was contracted to conduct the survey and the measurements were collected every five metres. Comparisons of the down-hole positions that coincided with the Sperry Sun measurements were reviewed. One erroneous reading was removed from the comparison. Discrepancies in azimuth ranged from -2.8º to 4.4º and the average of the absolute differences is 2.0º; discrepancies in dip ranged from -2.5º to 0.3º and the average of the absolute difference is 1.0º. No relationship was noted between presence of magnetite and discrepancies in azimuth measurements (Cabajal and Espada, 2000).

MILPO/TIOMIN 2004-2007

From 2004 to 2007, the Milpo/Tiomin joint venture completed 21,806.6 m of diamond drilling in 98 holes.

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Most of the core produced was HQ diameter, with changeover to NQ core when drilling conditions dictated a core diameter reduction. The attitude of the holes with depth was generally determined using a Flexit instrument with occasional use of a Sperry Sun instrument or acid tests. Beginning in 2006, photographs were taken of all core boxes prior to geotechnical logging. Geotechnical logging included core recovery (CR), rock quality designation (RQD), and types and characteristics of discontinuities. Geological logs were hand written and later entered into Excel files.

The core was sampled by sawing lengthwise. Sample intervals varied from 0.5 m to 2.3 m but were generally 2.0 m in length. Disaggregated material was divided into two halves in the core box and one half was sampled, including the fine material.

Collar locations were surveyed and marked with PVC pipe set in concrete.

The attitude of the holes with depth was determined using a Flexit instrument with the initial reading taken at a down-hole depth of 20 m and subsequent readings at 50 m intervals.

MILPO 2011-2014

From 2011 to 2014, Milpo completed 510 diamond drill holes totalling 123,732.90 m. The diamond drill core diameter varied over time and according to drilling conditions from HQ to NQ. The deviation measures of the holes with depth was determined using a Flexit (2001- 2012) and Reflex EZ-Trac (2014) instruments with the initial reading taken at a down-hole depth of five metres to 30 m and readings was made at 50 m, 30 m, 40 m, 20 m, and 5 m intervals. Photographs were taken of all core boxes prior to geotechnical logging. Geotechnical logging included CR, RQD, and types and characteristics of discontinuities. Geological logs were hand written and later entered into Excel files.

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11 SAMPLE PREPARATION, ANALYSES AND SECURITY

SAMPLING METHOD AND APPROACH

RIO TINTO AND RIO TINTO – BUENAVENTURA 1997-2000 The following is largely taken from AMEC (Reddy, Hinostroza, and Calquhoun, 2006).

The diamond drill core was sampled by cutting the core in half using a diamond saw. One half of the core was taken for preparation and analyses, the other half was returned to the core box. Sample intervals were approximately two metres, but the intervals were adjusted to start or stop at lithological or mineral changes. The sample intervals range from 0.2 m to 5.75 m length, and more than 80% of the samples are between 1.4 m and 2.6 m. Samples of crumbly core were collected by scooping out half of the core using a piece of PVC.

Few details are available for the sampling of the RC drill holes. The samples were collected every two metres and each sample was split as follows: 25% sent for analyses, 25% sent as a duplicate sample (if it was designated as a duplicate sample) and 50% was discarded as a reject (pers. comm. Hinostroza, 2005). The type of rig and splitter in use were not documented.

MILPO/TIOMIN 2004-2007 The following is largely taken from AMEC (Reddy, Hinostroza, and Calquhoun, 2006).

Samples were collected on regular two metre intervals but were stopped or started at geological contacts. Sample intervals were marked by geologists during logging. The intervals were marked with a wax pencil on the core and the core box. Sample numbers were assigned using preprinted sample tags.

Core was cut using a diamond saw. The core was cut along its main axis and care was taken to ensure that the two halves were essentially the same (i.e., without one half having a disproportionate amount of vein, bands, fractures, metallic content, etc.). Half of the core was collected for assay and the other half was returned to the core box. If the core was soft then half of the core was scooped out of the box.

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The sample taken for assay was placed in a sample bag, assigned a pre-numbered tag, and sent to the laboratory. The core boxes are stored at the Project site. Duplicate samples of the core were collected by splitting the core, with one quarter-core used as the sample and the other used the duplicate. The sample intervals have a length of two metres but were started or stopped at the lithologic or mineralization contacts.

The core is cut into two halves by technicians with a diamond saw, returning half of the split core to the core box and submitting the other half for sample preparation and analysis. The geologist responsible for logging the drill hole defines the insertion of quality assurance/quality control (QA/QC) samples including blanks, standards, and duplicates.

MILPO 2011-2014

Samples were collected on regular two metre intervals but were stopped or started at geological contacts. Sample intervals were marked by geologists during logging. The intervals were marked with a wax pencil on the core and the core box. Sample numbers were assigned using preprinted sample tags.

Core was cut using a diamond saw. The core was cut along its main axis and care was taken to ensure that the two halves were essentially the same (i.e., without one half having a disproportionate amount of vein, bands, fractures, metallic content, etc.). Half of the core was collected for assay and the other half was returned to the core box. If the core was soft then half of the core was scooped out of the box.

The sample taken for assay was placed in a sample bag, assigned a pre-numbered tag, and sent to the laboratory. The core boxes are stored at the Project site. Duplicate samples of the core were taken collecting two quarter-core samples, one quarter-core is the sample and the other is the duplicate.

The sample intervals range from 0.2 m to 5.75 m length, and more than 80% of the samples are between 1.4 m and 2.6 m. Samples of crumbly core were collected by scooping out half of the core using a piece of PVC.

The core is cut into two halves by technicians with a diamond saw, returning half of the split core to the core box and submitting the other half for sample preparation and analysis. The

VM Holding S.A. – Pukaqaqa Project, Project #2783 Technical Report NI 43-101 – August 4, 2017 Page 11-2 www.rpacan.com geologist responsible for logging the drill hole defines the insertion of QA/QC samples including blanks, standards, and duplicates.

DENSITY MEASUREMENTS

Senior geotechnical staff reviewed core logs produced by the geologist and selected appropriate approximate10 cm intervals for density measurement. The geotechnician ensured that the measurement apparatus was set up for optimal stability and cleanliness and that the scale was calibrated before each session. Dry samples representative of logged interval lithology, mineralization, alteration, and structure were visually selected from core boxes and brushed to remove debris, marked for their location in the core box, and transferred to a temporary holding box before being moved to the specific gravity measurement station.

Samples were weighed dry and then weighed suspended in water. A formula using the two measurements was then applied to determine the density of the sample.

Where samples are permeable or friable, geotechnicians dried them, weighed them, coated them in paraffin wax, weighed them again, and finally weighed them in water. Samples were then returned to their original core boxes.

The formula used for dry samples was: PE = (dry weight)/ (dry weight - weight in water)

The specific gravity of wax coated samples was calculated via: PE = Ps / (Pt - Pw - ((Pt–Ps)/0.865))

Where: Ps = oven-dried weight Pw = dry wax-coated weight Pt = weight of wax-coated sample submerged in water. 0.865 = average density of the paraffin

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SAMPLE PREPARATION

RIO TINTO AND RIO TINTO – BUENAVENTURA 1997-2000 The following is largely taken from AMEC (Reddy, Hinostroza, and Calquhoun, 2006).

Core and RC cuttings samples were typically three kilograms to six kilograms in weight. The samples were sent to Lakefield Laboratories in Lima where the samples were sorted by number, renumbered in a pre-assigned sequence, prepared, and then QA/QC samples (blanks and standards) were added to the sequence. A subsample of 100 g was prepared for shipment to Bondar Clegg (now ALS Chemex) in Vancouver, Canada.

The samples were prepared by Lakefield in Lima. Preparation included: sorting, drying, crushing, pulverization, subsampling, and collection of duplicates. The Rio Tinto information does not specify whether samples were crushed and pulverized prior to renumbering and insertion of the QA/QC samples but this is assumed to be the case.

The drying time and temperatures were not specified in Rio Tinto reports. Samples were crushed to -2 mm (percent passing was not specified but assumed to be 100%) and then pulverized to 95% passing 200 mesh (Espada, 2000). Preparation duplicates were collected for 10% of the samples being prepared.

MILPO/TIOMIN 2004-2007 The following is largely taken from AMEC (Reddy, Hinostroza, and Calquhoun, 2006).

The samples of both phases of the exploration being managed by Milpo were sent to the SGS laboratory in Lima, where the samples were prepared and analyses were completed.

The samples of the Phase 1 exploration program were analyzed for Au, Ag, Cu, and Mo, whereas the samples from the Phase 2 exploration program were analyzed for Au, Ag, Cu, Mo, Pb, and Zn.

The preparation of the samples in the SGS Laboratory consists of: • Reception.

• Data entry of the sample number and shipment details in computer system.

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• Codification and verification of information from the client.

• Drying of the sample, normally at 105ºC (when the sample is to be assayed for Hg then the sample is dried at 75ºC).

• Primary crusher, to get the sample passing approximately ¼ inch or 6 mm.

• Secondary crusher, to reduce the sample to -10 mesh (2 mm).

• Homogenization of the sample, prior to a riffle split.

• Riffle split, with successive reduction to get a 250 g subsample.

• Pulverization of the 250 g to obtain a final product of -140 mesh.

• Storage of reject material that was produced during the split by the Riffle splitter.

Milpo uses tracking forms for samples that are ready for shipment (form A-18) and a chain of custody laboratory submittal form (form A-19).

The sample preparation and analytical procedures appear to be adequate for the type of mineralization and level of study. The Milpo QA/QC program is not as comprehensive as the Rio Tinto program but it appears to include most of the key aspects of a suitable system for monitoring sample collection, preparation, and assay performance.

MILPO 2011-2014

The samples were sent to the Certimin laboratory in Lima, where the samples were prepared and analyses were completed. The samples were analyzed for Au + 35 elements (Au, Ag, Al, As, Ba, Be, Bi, Ca, Cd, Co, Cr, Cu, Fe, Ga, K, La, Mg, Mn, Mo, Na, Nb, Ni, P, Pb, S, Sb, Sc, Sn, Sr, Ti, Tl, V, W, Y, Zn, Zr). The samples for Au, Ag, Cu, Mo, Pb, and Zn that were above the maximum detection limit were reanalyzed.

The preparation of the samples in the Certimin Laboratory consists of: • Reception. • Data entry of the sample number and shipment details in computer system. • Codification and verification of information from the client. • Drying of the sample, normally at 100ºC. • Primary crusher, to get the sample passing approximately ¼ in. or 6 mm (more than 90%).

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• Secondary crusher, to reduce the sample to -10 mesh or 2 mm (more than 90%). • Homogenization of the sample, prior to a riffle split. • Riffle split, with successive reduction to get a 200 g subsample. • Pulverization of the 200 g to obtain a final product of -200 mesh (more than 85%). • Storage of reject material that was produced during the split by the Riffle splitter.

In RPA’s opinion, the sample preparation methods are acceptable for the purposes of a Mineral Resource estimate.

SAMPLE ANALYSIS

RIO TINTO AND RIO TINTO – BUENAVENTURA 1997-2000 The following is largely taken from AMEC (Reddy, Hinostroza, and Calquhoun, 2006).

The samples were then shipped to Bondar Clegg, Vancouver for gold analyses by 50 g fire assay and 34 element inductively coupled plasma (ICP) analyses with a total multi-acid digestion of the sample. Any samples with an assay greater than 0.4% Cu by ICP were repeated at Bondar Clegg for Cu by atomic absorption spectroscopy (AAS). Selected samples were also analyzed for soluble Cu by NaCN analyses.

A 0.1 gram aliquot of sample pulp was used for ICP analyses (laboratory code 34T). A 0.25 g aliquot was used for Cu by AAS and 30 g for fire assay of Au (laboratory code GA30 and FA30). Multi-acid digestion was used for AAS and ICP.

Laboratory duplicate analyses were completed on approximately 10% of the samples being analyzed.

A selection of pulp duplicates were also analyzed by SGS in Lima for Au by fire assay and Cu by AAS using a total acid digestion.

MILPO/TIOMIN 2004-2007

The following is largely taken from AMEC (Reddy, Hinostroza, and Calquhoun, 2006).

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All samples collected by Milpo were assayed by SGS in Lima for Au, Ag, Cu, and Mo. The Phase 2 exploration program samples were also analyzed for Pb and Zn.

The procedures used for the analyses are as follows:

• Gold was assayed by 30 g fire assay (FA30-5 procedure) with determinations by AAS. The method has a range of detection limits from 1 ppb to 5,000 ppb. The samples with grades over 5,000 ppb are analyzed using a gravimetric method (FA30-G procedure).

• Analyses of the remaining elements was by the AA-PE2 procedure that consists of the determination of base metals by perchloric digestion (HCl + HNO3 + HClO4) and determinations by AAS. The detection limits of the different elements are: Ag (0.3 to 500 ppm), Cu (2 ppm to 5%), Mo (5 ppm to 2.5%), Pb (5 ppm to 5%), and Zn (5 ppm to 2.5%).

• Copper values that were over the upper detection limit of the AA-PE2 method were reassayed using the AA-TO4 method for base metal assays by multiacid digestion (HCl + HNO3 + HClO4 + HF) and the determinations by AAS. The lower limit of detection for copper is 0.01% by this method.

MILPO 2011-2014

The procedures used for the analyses are as follows:

• Gold was assayed by 30 g fire assay (G0108 procedure) with determinations by AAS. The method has a range of detection limits from 0.005 ppm to 10 ppm. No samples were above the maximum detection limit.

• Analyses of the remaining elements was by the G0146 procedure which consists of the determination of 35 elements by aqua regia digestion (HCl + HNO3) and determinations by ICP optical emission spectroscopy (ICP-OES). The detection limits of the principal elements are: Ag (0.2 ppm to 100 ppm), Cu (0.5 ppm to 10,000 ppm), Mo (1 ppm to 10,000 ppm), Pb (2 ppm to 10,000 ppm), and Zn (0.5 ppm to 10,000 ppm).

• Copper, silver, zinc, and lead values that were over the upper detection limit of the G0146 method were re-assayed using the G0038, G0001, G0387 and G0076 methods, respectively. These methods consider aqua regia digestion (HCl + HNO3) and the determinations by AAS. The lower limit of detection for copper is 0.01% by this method. No sample exceeds the upper limit of the Mo in the multi-element assays.

These laboratories are independent of VMH. In RPA’s opinion, the sample analysis methods are acceptable for the purposes of a Mineral Resource estimate.

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DATABASE MANAGEMENT

Database management is carried out by a dedicated onsite geologist under the supervision of the Project Geologist. Digital logging sheets prepared by the geologist are uploaded to the database management system GeoExplo. Original drill logs, structural logs, geotechnical logs, and details of chain of custody, site reclamation, and drilling are stored on site in a folder, specific to a single drill hole. Folders are clearly labelled and stored in a cabinet in the office, which is locked during out of office hours.

Assay certificates are mailed to the site by ALS Global and emailed to appropriate VMH employees. Certificates are reviewed by a geologist prior to uploading to GeoExplo.

SAMPLE CHAIN OF CUSTODY AND STORAGE

The following is largely taken from AMEC (Reddy, Hinostroza, and Calquhoun, 2006).

During the Rio Tinto and Rio Tinto-Buenaventura period the details of the chain of custody were minimal but appear to have been consistent and are not a concern. During the Milpo/Tiomin period details of the chain of custody are consistent and documented.

Drill core is stored at the onsite core storage facility, the grounds of which are locked at night and surrounded by a high fence. The storage facility is open at the sides and covered with a corrugated iron roof. A core storage map is maintained by onsite technicians. Pulps and coarse rejects are shipped back to the onsite facility by the laboratory where they are also stored with reference to individual sample locations.

QUALITY ASSURANCE/QUALITY CONTROL

DEFINITIONS This section is taken from AMEC (Reddy, Hinostroza, and Calquhoun, 2006).

CIM Exploration Best Practices Guidelines consider that a program of data verification should accompany an exploration program to confirm validity of exploration data. Furthermore, the guidelines require that a QA/QC program be in place. A QA/QC program should include the

VM Holding S.A. – Pukaqaqa Project, Project #2783 Technical Report NI 43-101 – August 4, 2017 Page 11-8 www.rpacan.com insertion of various control sample types. The corresponding terms used in this report for the QA/QC sample types are defined as follows:

• Twin samples (TS; also referred to as “half-core samples or “re-sampling”): are samples obtained by repeating the sampling in the proximity of the original location. In the case of core drilling, such samples are obtained by re-splitting the half-core samples, representing therefore ¼ of the core, or by taking the remaining half-core. These samples should be assayed by the same laboratory as the original samples, and are mainly used to assess the sampling variance.

• Coarse duplicates (CD; also referred to as “coarse rejects” or “preparation duplicates”): are splits of sample rejects taken immediately after the first crushing and splitting step. These samples should be assayed by the same laboratory as the original samples, and provide information about the sub-sampling variance introduced during the preparation process.

• Coarse blanks (CB): are coarse samples of barren material, which provide information about the possible contamination during preparation; the coarse blanks should be inserted into the sample sequence immediately after highly mineralized samples.

• Pulp duplicates (PD; also called “same-pulp duplicates”): are second splits or resubmission of the prepared samples that are routinely analyzed by the primary laboratory. These samples are resubmitted to the same laboratory under a different sample number; these samples are indicators of the assay reproducibility or precision.

• Pulp blanks (PB): are pulverized samples of barren material, which provide information about the possible contamination during assaying; these samples should be inserted into the sample sequence immediately after highly mineralized samples.

• Standard samples (SS): are samples with well-established grades, prepared under special conditions, usually by certified commercial laboratories. These samples are used to estimate the assay accuracy, together with the check samples.

• Twin, coarse and pulp check samples (TCS, CCS and PCS): are equivalents of the above defined twin samples, coarse and pulp duplicates, re-submitted in this case to an external certified laboratory (secondary laboratory). These samples are used to estimate the accuracy, together with the standards. Check sample batches should also include pulp duplicates of some of the samples included in the batch, as well as standard samples and pulp blanks, in reasonable proportions, to assess the precision, accuracy and possible assay contamination, respectively, at the secondary laboratory. Other data verification activities can include: o Twin hole comparisons. o Recovery versus grade comparisons. o Database validation, double data entry.

QA/QC PROGRAM BY RIO TINTO 1997-2000 This section is taken from AMEC (Reddy, Hinostroza, and Calquhoun, 2006).

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The Rio Tinto QA/QC program included: • Twin samples

• Pulp duplicates (same-pulp duplicates)

• Laboratory duplicate analyses

• Blanks (pulps) • Standards for Au and Cu

• Pulp check assays (same laboratory)

• External check assays (SGS)

• Renumbering of the sequence

Every tenth sample was collected as a twin sample (of quarter-core sample) to act as a field duplicate sample. In intervals of wall rock, the frequency was one in 20 samples. More than 500 twin sample pairs were collected. RC twin samples were collected as the 25% reject of the final split of the original sample.

The results show a larger mean percent difference for Au by fire assay (20.32% for 576 pairs), Cu by ICP (13.68% for 576 pairs), and Cu by AAS (12.67% for 576 pairs) than the preparation duplicates. The MPD for Cu over 10,000 ppm and Au over 100 ppb is correspondingly lower (Au by fire assay is 16.6%, Cu by ICP is 8.1%, Cu by AAS is 7.55%). Rio Tinto concluded that the mineralization is relatively homogeneous in distribution at the scale of the sampling being conducted. AMEC concludes that the outcome is reasonable for this type of sample.

Pulp duplicates were collected as splits of the pulverized sample. Preparation duplicates were collected from 10% of the prepared samples. The preparation duplicates for Au by fire assay showed a 16.5% mean percent difference (428 pairs) but for Au over 100 ppb (and Cu over 10,000 ppb) the mean percent difference (MPD) was 10.12% (for 61 pairs). The results are considered to be poor but the cause is considered to be due to analytical error.

Comparison of the duplicate analyses for Cu by ICP showed a 6.59% MPD (428 pairs) but for Cu over 10,000 ppm (and Au over 100 ppb) the MPD was 6.74% (for 25 pairs). Comparison of the duplicates for Cu by AAS showed a 3.25% MPD (428 pairs) but for Cu over 10,000 ppm (and Au over 100 ppb) the MPD was 4.13% (for 29 cases).

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Laboratory duplicate analyses were completed within the principal laboratory. The duplicate analyses for Au by fire assay showed a 15.97% MPD (365 pairs) but for Au over 100 ppb (and Cu over 10,000 ppm) the MPD was 8.8% (for 68 cases). The latter results are considered to be poor. Rio Tinto concluded that although the detection limit was reported to be 5 ppb, the practical limit was 70 ppb.

Comparison of the duplicate analyses for Cu by ICP showed a 5.64% MPD (513 pairs) but for Cu over 10,000 ppm (and Au over 100 ppb) the MPD was 3.38% (for 35 cases). Comparison of the duplicates for Cu by AAS showed a 3.62% MPD (402 pairs) but for Cu over 10,000 ppm (and Au over 100 ppb) the MPD was 2.69% (for 24 cases).

Irregular results noted by Rio Tinto were investigated and the laboratory was contacted to resolve some problems. Differences between Cu by ICP versus AAS were observed. For example, for grades less than 2% Cu, AAS yielded slightly higher assays than ICP. Rio Tinto concluded that the difference could be as much as 20-30% in the range of 0.5% to 2% Cu. Above 2% the difference is reduced to 10-15%.

Based on the preparation and analytical duplicate analyses, Rio Tinto concluded that the majority of the differences between duplicates was caused by analytical error. The crushing and pulverization were therefore presumed to be good.

Blank pulp samples were inserted into the sequence of prepared samples. These samples were intended to monitor possible contamination during the analytical process. The results for the blank (BL2) are near the detection limit for gold stated by Bondar Clegg and within the practical detection limit mentioned previously.

Rio Tinto used four standards (MT1 to MT3 for Cu; MT3, R1, R2 for Au) for insertion into the batches of prepared samples. The gold standards are Rio Tinto internally certified standards prepared from samples collected in Gold Quarry and with grade established through a formal round-robin process. The results for gold for the low grade standard R1 (mean of 162 ppb, 263 cases) and the moderate grade standard R2 (mean of 1,162 ppb, 184 cases) were acceptable with almost all analyses within the established limits set by Rio Tinto (mean ± 2 SD).

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In 1998, Rio Tinto (up to drill hole PND-020) was using standards Michi 2 and Michi 5, however, those results were not available for review. Property specific copper standards were prepared from Blanket Norte (MT1, mean of 5,239.8 ppb Cu by AAS, 4,815.8 ppb Cu by ICP) and Blanket Sur (MT3, mean of 11,525.2 ppb Cu by AAS, 11,325.0 ppb Cu by ICP). The mean and acceptable limits were established by conducting a round-robin at four laboratories. Batches with standards that failed to return results within the limits were reanalyzed.

The results for gold and copper standards showed that Bondar Clegg was generally good. AMEC considers that the QA/QC program provided confidence in the assays of samples collected by Rio Tinto and in use for the resource estimate. There is a lack of detail regarding the sample preparation and round-robin procedures used to establish the accepted grades of the Rio Tinto internal standards.

Renumbering of the sample sequence was used to check for trends in contamination or other gradual introduction of bias in analyses. No trends were observed.

Reassays or pulp check assays were completed in May 1999 for 10% of the samples collected in 1998. A total of 453 samples were re-homogenized and then assayed at Bondar Clegg by AAS for Cu. The percent difference relative to the original was 4.45% for 418 cases without a clear bias. However, Rio Tinto observed a slight positive bias in the assays above 6,000 ppm Cu (reassays were up to 18% lower than originals). AMEC has not investigated the possibility of the introduction of a selection bias or the span of time between assays which may have a possible impact of oxidation of the pulps.

A second round of pulp check assays were completed in September 1999 due to discrepancies in the earlier check assay program. The samples were re-homogenized, and analyzed by ICP and AAS using a larger aliquot (0.5 g). The percent difference relative to the original was 6.97% with no clear bias. However, discrepancies for higher grades were even larger for some samples and individual MPDs were up to 30%. The check assay values over 20,000 ppm Cu generally have a potential bias of less than 5%.

External check assays for gold and copper were completed for 2,398 samples at SGS in Lima. The samples were collected as a 100 g split during preparation of the portion of the pulp that was being sent to Bondar Clegg. Gold was analyzed as a 50 g fire assay. A partial digestion (perchloric acid) of a 0.25 g aliquot was used for AAS analysis of copper. Gold assays at SGS

VM Holding S.A. – Pukaqaqa Project, Project #2783 Technical Report NI 43-101 – August 4, 2017 Page 11-12 www.rpacan.com were significantly higher than Bondar Clegg. The standards that were included in the sample batches showed that SGS was over-estimating the grades. Copper assays at SGS also appeared to be biased relative to Bondar Clegg.

Rio Tinto completed a check of recovery versus grade and considered that low recoveries resulted in underestimation of the actual copper grades. Recoveries below 85% were subject to this loss of grade. Further study of the loss of grade by rock type and preferential loss of matrix in the breccia zones should be completed.

Rio Tinto completed a twin of DDH hole PND-5 (HX diameter 4.5 cm) with RC hole PNR-1 (4.75. diameter bit). The collars were two metres apart, recovery in the DDH was 92.7% and the estimated maximum recovery in the RC hole was 90%. Water was encountered at 20 m depth.

Comparison of the assays showed that for the first 60 m the DDH hole was 0.72% Cu whereas the RC hole averaged 0.75% Cu. The QA/QC program showed no bias or problems with sample preparation for the assays. Rio Tinto therefore concluded that either the RC was not able to provide a consistent sampling compared to the DDH hole, or the mineralization was sufficiently different due to hole deviations.

The variation in grades in the RC hole were smoother than in the DDH hole. The causes were concluded by Rio Tinto to be due to: • Standard two metre sampling interval which ignores change in mineralization. Sampling in the DDH hole respected mineralized contacts.

• Contamination from one interval to the next.

• Larger diameter hole providing samples with less variance (volume-variance effect).

The RC drilling is a very small proportion of the database used for resource estimation and therefore is not a concern at this level of study.

QA/QC PROGRAM BY MILPO 2004-2005 This section is largely taken from AMEC (Reddy, Hinostroza, and Calquhoun, 2006).

Milpo implemented a limited QA/QC program for both the 2004 and 2005 drilling programs.

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The types of QA/QC samples were: • Twin samples (quarter core), referred to as duplicate samples by Milpo. • Coarse blanks. • Pulp check samples (External).

The total amount of QA/QC sample insertions was 189 samples which accounts for less than 10% insertion rate. Both drill programs omitted the use of certified standards. The lack of standards and check samples resulted in the ratio of QA/QC samples being below the desired level.

Most of the results of the twin samples (quarter core) were within a 30% relative difference, which is considered to be acceptable for this type of sample. The samples were inappropriately referred to as duplicate samples but were in fact twin samples collected by quartering of core. AMEC recompiled the available data from each drill program to evaluate the data. The QA/QC plots are presented in Appendix E. Twin samples that have results over 30% should be investigated; it is likely that the core had an irregular distribution of mineralization.

A total of 49 twin samples were included in the 2004 drill program. The Cu assays had a failure rate of 4.1% and Au assays had a failure rate of 2.0%. The results of the twin samples for each metal are considered within the acceptable range (at least 90% of the sample pairs plot within the failure limits, evaluated for a maximum relative error of 30%). The 2005 drill program included 46 twin samples. For 30% limits for Cu and Au samples had failure rates of 8.7% and 0% respectively. The results of the twin samples for each metal are considered within the acceptable range (at least 90% of the sample pairs plot within the failure limits, evaluated for a maximum relative error of 30%). Again, the error is ascribed to the variability of the mineralization.

The twin sample results indicate local variability in the distribution of mineralization but are not conclusive without coarse preparation duplicates and pulp duplicate analyses to enable assessment of the quality of the sample preparation; laboratory duplicates to monitor the lab; and standard to confirm the accuracy of the analyses.

Coarse blank samples were inserted into the sequence of samples being shipped from site. In total, 94 blanks were inserted; 46 samples in the 2004 program and a further 50 samples in the 2005 program. Coarse barren limestone that appeared to have no alteration or

VM Holding S.A. – Pukaqaqa Project, Project #2783 Technical Report NI 43-101 – August 4, 2017 Page 11-14 www.rpacan.com mineralization was used. These samples were intended to monitor possible contamination during sample preparation. AMEC reviewed the results and plotted the analyses of the blanks versus the preceding samples and no significant cross-contamination was observed. The limestone has a background Cu level that is several times above the detection limit by AAS.

A total of 31 pulp check samples were sent to ALS Chemex after the 2004 drilling campaign. The dataset is small but the SGS assays do appear to have a positive bias relative to the ALS Chemex assays for Cu and Au. No standards were included in the sample batch and therefore no conclusions can be drawn. Additionally, SGS, Milpo’s primary laboratory, applied an internal QA/QC program that included:

• For Cu determination by atomic absorption (in a batch of 98 samples): 92 normal samples, two SGS blanks, and four SGS control samples.

• For Au determination by fire assay (in a batch of 28 samples): 26 normal samples, one SGS Blank, and one SGS control sample.

AMEC did not review the internal QA/QC data from the SGS laboratory but understands that any sample batches that fail are re-run.

Milpo completed three twin drill holes during the second campaign. The twinning was completed to assess the impact on grades caused by drilling with HQ3 versus HQ diameter core. The results for the averages of the entire mineralized intervals are inconclusive but the drill holes completed in blanket mineralization show a 2% gain in Au grade and a -11% and - 15% drop in Cu grade.

QA/QC CHECKS BY AMEC 2006 This section is largely taken from AMEC (Reddy, Hinostroza, and Calquhoun, 2006).

AMEC performed an independent sample verification program to confirm the reliability and reproducibility of sample values reported by Milpo from the 2004 and 2005 drill programs. To do this AMEC collected samples and used a QA/QC program that included insertion of quality control samples by AMEC personnel into the sample batches in the field and in the lab. A total of 34 QA/QC samples (20.7% insertion rate) were inserted with 164 core samples for a total of 198 samples for the verification sampling program.

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Additionally, check assays on 83 reject samples of the 164 core samples from 8 drill holes (PND-04-085, PND-04-086, PND-04-090, PND-04-091, PND-05-092, PND-05-095, PND-05- 096 and PND-05-099) were completed to compare total copper values reported by SGS for samples collected by Milpo against values reported by ALS Chemex for samples collected by AMEC. Overall, the relative difference between the Milpo samples and AMEC samples was less than 0.1%. This re-assay of samples was done to evaluate the reproducibility of the original assay values after initial inspection of the Milpo twin sample (quarter core) data showed a high rate of variability in the 2004 and 2005 drill programs.

The AMEC QA/QC program for the Pukaqaqa sample verification included: • Twin samples (quarter core samples inserted at site). • Coarse duplicate samples (from preparation rejects inserted in the laboratory). • Pulp duplicate samples (from pulps inserted in the laboratory). • Pulp blanks (fine blank pulps inserted in the laboratory). • Standard SRM4-3 (multi-element standard - inserted in the laboratory).

Other verification samples completed included check assays and sequential copper analyses on: • Reject check samples (re-assay of coarse duplicates). • Quarter core samples.

A summary of the verification samples is discussed below.

TWIN SAMPLES In total, four twin samples (TS) (quarter core collected during independent sampling) were taken, which accounts for a 2.4% insertion rate. The samples were submitted for sequential copper analyses. Max-Min plots were prepared for CuT, CuS, and CuCN. The samples flagged for further review are listed in Table 14-3 (none were flagged). The results of the twin samples for all elements are within the acceptable range (at least 90% of the sample pairs plot within the failure limits, evaluated for a maximum relative error of 30%).

COARSE DUPLICATES In total, eight coarse duplicate samples (CD crushed reject is taken as a duplicate) were collected, which accounts for a 4.9% insertion rate. The samples were submitted for sequential copper analyses. Max-Min plots were prepared for CuT, CuS, and CuCN. The samples

VM Holding S.A. – Pukaqaqa Project, Project #2783 Technical Report NI 43-101 – August 4, 2017 Page 11-16 www.rpacan.com flagged for further review are listed in Table 14-3 (none were flagged). The results of the coarse duplicates for all elements are considered within the acceptable range (at least 90% of the sample pairs plot within the failure limits, evaluated for a maximum relative error of 20%).

PULP DUPLICATES In total, eight pulp duplicate samples (PD) (pulverized reject material is taken as a duplicate) were collected, which accounts for a 4.9% insertion rate. The samples were submitted for sequential copper analyses. Max-Min plots were prepared for CuT, CuS and CuCN. Some samples were flagged for further review. After the review of the pulp duplicates, the results for CuT and CuCN are considered within the acceptable range (at least 90% of the samples within the failure limits, evaluated for a maximum relative error of 10%), however, CuS is above the acceptable range. The single failing sample value is close to the failure line and near detection limit, as a result, the value is considered acceptable.

PULP BLANKS In total, six pulp blank samples (PB) (commercially prepared blanks sample material) were processed, which accounts for a 3.6% insertion rate. The samples were submitted for sequential copper analyses. Fine Blank versus Previous Sample plots were prepared for CuT, CuS, and CuCN. There was no appreciable cross-contamination for any values during the analytical process. Based on these results, AMEC concludes that cross-contamination during analysis was adequately controlled.

STANDARDS (SRM4-3) In total, eight valid standard samples were processed, which accounts for a 4.9% insertion rate. The samples were submitted for sequential copper analyses. Control charts were prepared for CuT, CuS, and CuCN. All samples plotted within the BV±2CI range, for which the batches are accepted. No outliers were identified. The bias values for Cu and Au were 0.0%. These results are within the acceptable limits (good: 0 to ±5%; reasonable, with care: +5 to +10% or -5% to -10%).

REJECT CHECK SAMPLES In total, 83 reject check samples were collected for analyses to compare against the original Milpo samples. The samples were submitted for sequential copper analyses. Max-Min plots were prepared for CuT only since Milpo did not complete analyses for soluble copper species. The plot shows one sample outside of the acceptable range or 1.0% of total sample failures. The average relative difference of all the samples was less than -1.0%. The results of the reject

VM Holding S.A. – Pukaqaqa Project, Project #2783 Technical Report NI 43-101 – August 4, 2017 Page 11-17 www.rpacan.com check samples are within the acceptable range (at least 90% of the sample pairs plot within the failure limits, evaluated for a maximum relative error of 20%). Based on these results, AMEC concludes that sample bias and variability was adequately controlled.

AMEC also conducted sequential copper analyses. In general, the results demonstrated a significant drop in copper grade from the CuT values to levels that do not respond well to leaching and recommended that any subsequent drill programs should supplement the dataset by assaying for soluble copper to better define the type of mineralization.

MILPO 2006-2007 A Milpo QA/QC report dated August 2007 summarized the following:

• Standards: most Cu assays were within two standard deviations and there was an overall trend to underestimate the assay concentration. Several (28%) low grade Au standards (100 ppb) were outside two standard deviations.

• Blanks: the majority of Cu the assays were well above three times the detection limit (2 ppm). This was interpreted as the blank (limestone from a local outcrop) not being suitable blank material and agrees with what AMEC reported in their 2006 report (Reddy, Hinostroza, and Calquhoun, 2006). The majority of Au blanks were within three times the detection limit (150 ppb).

• Duplicates: most assays were within a 30% relative difference, but some low grade samples (e.g., <0.2% Cu, <50 ppb Au) had a relative difference higher than 30%.

With the exception of internal reference standards, RPA did not review the 2006-2007 QA/QC results.

MILPO 2011-2014 RPA REVIEW A QA/QC program has been maintained for the Project throughout the drilling campaigns, consisting of regular insertions in the sample stream of blank samples, field sample duplicates, coarse reject duplicates, pulp replicates, and certified reference materials (CRMs), as well as pulp sample checks at an alternate laboratory.

A file with check sample type and pairs of original and duplicate results was provided to RPA for review. The QA/QC samples consisted of 2,725 CRMs (Cu), 2,073 blank samples, and 1,945 duplicate samples. RPA validated the QA/QC database, removing mislabelled results,

VM Holding S.A. – Pukaqaqa Project, Project #2783 Technical Report NI 43-101 – August 4, 2017 Page 11-18 www.rpacan.com samples for which not results were entered, and obvious outliers. The final QA/QC database consisted of 2,607 CRMs, 1,883 blank samples, and 1,571 duplicates. Certificates of analysis for the reference materials were also provided by VMH.

RPA reviewed results from VMH’s QA/QC program undertaken in 2006-2007 and 2011-2014 (no work occurred in 2013) and is of the opinion that the results are sufficient to support Mineral Resource estimation.

BLANKS To check for contamination during sample processing, 2,073 blank samples were inserted in the sample stream at a rate of approximately one in 20. Blanks material consisted of quartz collected from a nearby quarry. RPA removed 190 samples flagged as blanks: 180 samples entries were incomplete and ten samples from Actlabs had data entry errors for Cu. Threshold values were set to 0.1% Cu, which is ten times the highest detection limit listed in the assay certificates provided. The performance of the blank material was well within expected limits and in RPA’s opinion the results of blank QA/QC tests are acceptable.

CERTIFIED REFERENCE MATERIAL Results of the regular submission of certified reference material (CRM) and uncertified internal standards are used to monitor assay accuracy, identify problems with specific sample batches, and any long-term biases associated with the primary assay laboratory. RPA reviewed the results from six different standards, summarized below: • Three uncertified standards for Cu: ST1, ST2, and ST3

• Six OREAS CRMs for Cu: ST1-OREAS 152a; ST1-OREAS 501; ST2-OREAS 153a; ST2-OREAS 502; ST3-OREAS 504, and; ST3-OREAS 54Pa

The use of uncertified standards was discontinued subsequent to 2006.

Standards were inserted in the overall sample stream of drill core at a rate of approximately one standard for every 20 drill core samples. The expected values and standard deviations for the various standards are listed in Table 11-1.

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TABLE 11-1 LIST OF REFERENCE STANDARDS AND EXPECTED VALUES FOR COPPER VM Holding S.A. – Pukaqaqa Project

Standard Reference Standard Source Count Cu Grade (%) Deviation ST1 Internal 46 0.391 0.010 ST2 Internal 44 0.649 0.012 ST3 Internal 44 1.496 0.020 ST1-OREAS 152a OREAS 477 0.385 0.009 ST1-OREAS 501 OREAS 439 0.267 0.007 ST2-OREAS 153a OREAS 422 0.712 0.025 ST2-OREAS 502 OREAS 429 0.743 0.020 ST3-OREAS 504 OREAS 413 1.123 0.019 ST3-OREAS 54Pa OREAS 293 1.550 0.020

RPA notes that VMH evaluates CRM performance based on population statistics. RPA recommends using the established certified values as listed in Table 11-1.

RPA chose to evaluate the QA/QC results within a conventional three standard deviation range of the CRM certified copper content. Observed results that fell outside this range were deemed to be failures. Using this criterion, the internal standards had a single failure, for a failure rate of less than 1.0%, and the OREAS CRMs had 17 total failures, for a failure rate of less than 1.0%. The failure rate and counts are summarized in Table 11-2.

TABLE 11-2 SUMMARY OF CONTROL SAMPLE FAILURE RATE FOR COPPER VM Holding S.A. – Pukaqaqa Project

Reference Standard Cu Grade (%) Failures Failure Rate ST1 0.391 0 - ST2 0.649 0 - ST3 1.496 1 2.3% ST1-OREAS 152a 0.385 7 1.5% ST1-OREAS 501 0.267 0 - ST2-OREAS 153a 0.712 5 1.2% ST2-OREAS 502 0.743 0 - ST3-OREAS 504 1.123 5 1.2% ST3-OREAS 54Pa 1.550 0 - Total 17 0.7%

No bias was observed in the internal standards or CRMs, and all standards performed well. In RPA’s opinion, the CRMs and internal analytical standard performance are acceptable.

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DUPLICATES Field, pulp, and reject duplicate samples were analyzed using basic statistics, scatterplots, quantile-quantile plots, and percent relative difference plots. RPA removed 374 analyses from the original QA/QC dataset received from VMH: 45 Cu analyses were entered incorrectly, 325 did not have original assay results, and four results exceeded the analytical detection limit and no re-assay data was provided. RPA notes that the type of duplicate sample (field, pulp, or assay) was not obvious in the QA/QC database and RPA analyzed the 1,571 duplicate pairs collectively. Overall, the duplicate pairs had a greater than 97% correlation coefficient and charts indicated acceptable correlation. In RPA’s opinion, the duplicate sample performance is acceptable.

Overall, in RPA’s opinion the QA/QC program as designed and implemented by VMH is adequate and the assay results within the database are suitable for use in a Mineral Resource estimate.

In RPA’s opinion, the sample preparation, analysis, and security procedures at Pukaqaqa are adequate for use in the estimation of Mineral Resources.

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12 DATA VERIFICATION

SITE VISIT

José Texidor Carlsson, M.Sc., P.Geo., visited the Property on June 14 and 15, 2017. The purpose of the visit was to independently examine the practices employed for resource definition drilling and examine the sample preparation procedures. RPA examined outcrops, sampling procedures, and other general exploration protocols. There has been no drilling at site since 2014 and all drill pads have been remediated

During the site visit in 2017 RPA compared digital records for drill holes PND-11-240, PND- 12-573, PND-11-264, and PND-12-284 to the lithology logs and the final assay results from collar to end-of-hole. Digital drill hole contacts agreed with the logging results, and grades of copper were observed to correlate to sulphide content. Alteration was noted where present.

SOFTWARE VALIDATION

VMH and Milpo utilized GeoExplo and Leapfrog Geo’s validation features to check for any errors or potential issues including: • Sample length issues; • Maximum and minimum; • Negative values; • Detection limit / Zero values; • Borehole deviations; • Gaps; • Overlaps; • Drill hole collar versus topography; • Datum; • Laboratory certificate versus database values.

RPA reviewed the error report generated by GEOVIA’s GEMS from the database text files provided and did not note any significant errors.

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RPA AUDIT OF DRILL HOLE DATABASE

LITHOLOGY During the site visit in 2017 RPA compared digital records for drill holes PND-11-240, PND- 12-573, PND-11-264, and PND-12-284 to the lithology logs and the final assay results from collar to end-of-hole. Digital drill hole contacts agreed with the logging results, and grades of copper were observed to correlate to sulphide content. Alteration was noted where present.

ASSAYS RPA compared 100% of the sample database to the Assay Certificates from SGS, ACTLABS, and Certimin that were provided. SGS and Certimin results were found to match the database, however, while the Actlabs results matched for Cu, Mo, and Au. The Ag assays were found to have been incorrectly imported. The incorrect Ag assays account for approximately 7% of total assays. RPA recommends removing Ag from the Mineral Resource estimate since it is not material. Results of the analytical QA/QC are presented in Section 11 of this report.

RPA is of the opinion that database verification procedures for Pukaqaqa comply with industry standards and are adequate for the purposes of Mineral Resource estimation.

HISTORICAL TWIN HOLE PROGRAMS

RIO TINTO The following is largely taken from AMEC (Reddy, Hinostroza, and Calquhoun, 2006).

Rio Tinto completed a twin of DDH hole PND-5 (HX diameter 4.5 cm) with RC hole PNR-1 (4.75 cm diameter bit). The collars were two metres apart, recovery in the DDH was 92.7% and the estimated maximum recovery in the RC hole was 90%. Water was encountered at 20 m depth.

MILPO/TIOMIN The following is largely taken from AMEC (Reddy, Hinostroza, and Calquhoun, 2006).

Milpo completed three twin drill holes during the second (2005) campaign: PND-05-117 on original PND-064, PND-05-118 on original PND-04-089, and PND-05-119 on original PND-05-

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100). The twinning was completed in order to assess the impact on grades caused by drilling with HQ3 versus HQ diameter core. The results for the averages of the entire mineralized intervals are inconclusive but the drill holes completed in blanket mineralization show a two percent gain in Au grade and a -11% and -15% drop in Cu grade.

AMEC The following is largely taken from AMEC (Reddy, Hinostroza, and Calquhoun, 2006).

AMEC investigated a total of five holes that are not true twins, but were drilled in proximity to each other. The purpose was to assess the reproducibility and short range variability of grade within the deposits. The pairs were: • PND-055 and PND-057 • PND-04-088 and PND-04-088A • PNR-003 and PNR-004 • PND-051 and PND-053 • PND-047 an dPND-049

Rio Tinto had drill contract conditions requiring the drill contractor to re-drill holes at the contractor’s expense on holes that had total recovery below 85%. As a result, AMEC could use these four Rio Tinto holes for lithological and grade comparisons against the repeated holes. In general, each pair of the original and twin hole were comparable in copper grades and exhibit similar geology at short ranges. Individual intervals were not readily comparable and instead the entire mineralized intervals had to be compared.

Furthermore, Milpo drilled a twin hole (PND-04-088A) after the original hole (PND-04-088) was ended early due to drilling complications. During the site investigation, it was determined that the twin hole (PND-04-088A) did not have the first 163.25 m assayed, except for a nine metre interval between, 69.75 m to 78.75 m where semi-massive sulphide mineralization was logged. Thus, AMEC independently sampled the core and checked the geology logged for that hole. The assay results on the independently sampled intervals exhibited the same grade ranges as found in PND-04-088. In most cases the geology logged was similar; however, from 55.00 m to 87.00 m, PND-04-088A had Endoskarn or Endoskarn breccia instead of Feldspar porphyry or Feldspar porphyry breccia.

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13 MINERAL PROCESSING AND METALLURGICAL TESTING

INTRODUCTION

Metallurgical testing for Pukaqaqa has been conducted by several metallurgical laboratories. Early data was reported in four previous studies by AMEC (Reddy, Hinostroza, and Calquhoun, 2006, Reddy et al., 2006) and Met-Chem (Saucier, 2007 and Saucier and Jean, 2010) and in the SNC-Lavalin Feasibility Study (2012). Testing programs include: • 2000 – SGS Lakefield Research • 2007 – Chapi • 2010 – CIMM • 2011 – CIMM • 2013 – SGS Mineral Services • 2014 and 2015 – Certimin

MINERALOGY

The predominant copper mineral recognized in all of the metallurgical samples is chalcopyrite, however, some of the samples contain significant proportions of secondary copper minerals (i.e., chalcocite and covellite) and lesser quantities of oxide copper minerals (i.e., malachite and chrysocolla) that do not respond as well as chalcopyrite to the sulphide flotation process. The predominant molybdenum mineral is molybdenite. The deposits also contain small quantities of silver and gold.

The information about arsenic and antimony is mixed. Chapi (2007) reported that arsenic and antimony concentrations were low and not anticipated to be of concern. CIMM (July 2011A) reported arsenic concentrations of 0.5% to 0.8% in the copper concentrate generated by LCTs. In 2012, Certimin reported 1.3% As in the copper concentrate. The remainder of the reports did not include arsenic assays.

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FLOTATION

Flotation tests that have been completed include open circuit rougher and cleaner flotation to produce bulk concentrate that contains both copper and molybdenum, selective copper- molybdenum open circuit flotation tests that separate the copper and molybdenum to make copper and molybdenum concentrates, locked cycle tests (LCTs) where the flotation cycles (i.e., both rougher and cleaner) are repeated until equilibrium is reached, and pilot scale flotation tests that are operated on a continuous basis to simulate actual full-scale plant operations. In general, the results of LCTs or pilot plant tests can be utilized for design purposes.

In 2000, SGS Lakefield completed open circuit bulk rougher and cleaner flotation tests on three samples (i.e., Gaby Breccia, North Blanket, and South Blanket) followed by one LCT on each of the three samples.

SGS also completed a column leach test. The copper extraction was approximately 55% because 58% of the ore, by volume, was chalcopyrite, which does not respond well to the leaching process. The acid consumption was also 75 kg/t. Therefore, recovery of copper by leaching is uneconomic.

In 2007, Chapi tested four samples (i.e., Blanket South, Blanket North, Gap Gabby, and a composite of the three samples) to conduct batch open circuit bulk flotation tests that included three stages of cleaner flotation.

CIMM completed their first round of testing in 2010 using three samples designated as MX, MXX, and Composite to conduct batch open circuit bulk flotation tests and selective copper- molybdenum flotation. In 2011, CIMM issued a final report that included testing of a sample designated as “PRIMM” to conduct open circuit batch, LCT, and selective copper-molybdenum flotation tests.

In 2012, Certimin, received 50 core samples that were used to prepare a single composite sample for metallurgical testing. Certimin conducted nine open circuit bulk flotation tests to optimize the flotation conditions, LCTs to verify the parameters, and a selective copper- molybdenum flotation test.

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SGS Mineral Services conducted tests in 2013 using four samples designated M-1, M-2, M-3, and M-4 representing Blanket Zone Primary, Blanket Zone Mixed, Breccia Primary, and Breccia Mixed.

Finally, in 2014 and 2015, Certimin conducted three pilot scale bulk flotation tests using samples designed M-1 (Blanket Mixed), M-2 (Blanket Primary), and M-3 (Breccia Primary).

A summary of the head grades for each of the samples that were tested is compared to the average head grades being used for the conceptual plant design and provided in Table 13-1.

TABLE 13-1 SUMMARY OF HEAD GRADES FOR METALLURGICAL SAMPLES VM Holding S.A. – Pukaqaqa Project

Samples Type Cu, % CuOx, % Mo, % Ag, g/t Au, g/t SGS-2000 Gaby Brecha Gaby Breccia 1.60 0.44 Blanket Norte & Sur Blanket North & South 0.63 0.08 Mixed Mixed 1.13 0.20 Chapi-2007 Blanket Norte Blanket North 0.530 0.080 0.020 4.30 0.08 Blanket Sur Blanket South 0.800 0.140 0.030 4.40 0.04 Gaby Brecha Gaby Breccia 1.150 0.030 0.009 6.90 0.29 Composite Mixed 0.780 0.120 0.020 5.20 0.10 CIMM-2010 Composite Mixed 0.650 0.210 0.016 5.20 0.09 MX Mixed 0.640 0.080 0.010 3.20 0.07 MXX Mixed 0.640 0.080 0.010 3.60 0.12 CIMM-2011 PRIM Mixed 0.490 0.020 0.007 1.40 0.09 Certimin-2012 Composite Mixed 0.542 0.051 0.015 3.90 0.078 Composite Mixed 0.542 0.051 0.015 3.90 0.078 Certimin-2014 M-1 Blanket Mixed 0.636 0.145 0.013 2.400 0.067 M-2 Blanket Primary 0.423 0.042 0.013 0.800 0.073 M-3 Breccia Primary 0.996 0.091 0.010 2.100 0.253 SNC-Lavalin Study 0.490 0.013 4.22 0.090 Conceptual Plant Assumptions 0.431 0.011 0.97 0.068

The data in Table 13-1 shows that nearly all of the samples that have been tested to date have higher head grades than the average head grades of the material that will be potentially processed.

It should also be noted that, when the analyses included oxide copper (CuOx), many of the samples contain significant quantities of oxide copper, which does not respond well to the sulphide flotation process and, therefore, potentially reduces the recovery.

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A summary of the optimized test results, for each phase of testing, is provided in Table 13-2.

The selective flotation data is summarized in Table 13-3.

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TABLE 13-2 SUMMARY OF FLOTATION TEST DATA VM Holding S.A. – Pukaqaqa Project

Concentrate Grades Recovery Samples Sample Type Cu, % Mo, % Ag, g/t Au, gt Cu, % Mo, % Ag, % Au, % SGS-2000 Gaby Brecha Gaby Breccia 30.8 5.17 94.9 69.9 Blanket Norte & Sur Blanket North & South 23.9 1.41 84.5 51.8 Mixed Mixed 28.6 2.49 83.0 39.8 Chapi-2007 Blanket Norte Blanket North 28.64 0.30 114.6 84.00 50.50 64.26 Blanket Sur Blanket South 34.02 0.34 29.3 84.74 63.36 43.64 Gaby Brecha Gaby Breccia 27.40 --- 48.3 93.80 --- 67.08 Composite Mixed 32.20 0.20 59.0 87.10 51.00 64.91 CIMM-2010 Composite Mixed 19.86 0.22 37.3 0.89 77.53 75.81 51.75 60.50 MX Mixed 22.58 0.06 29.8 1.04 71.30 12.10 23.00 30.00 MXX Mixed 19.41 0.08 32.0 1.46 78.80 21.10 33.90 20.70 CIMM-2011 PRIM Mixed 22.34 0.14 48.4 1.71 80.30 35.40 26.90 44.30 Certimin-2012 LCT I Mixed 23.943 0.200 147 1.33 83.85 25.36 71.55 32.33 LCT III Mixed 23.250 0.476 151 1.55 86.74 64.22 78.34 40.22 SGS-2013 M-1 Blanket Primary 26.50 82.10 M-2 Blanket Mixed 24.46 83.60 M-3 Breccia Primary 24.10 86.80

M-4 Breccia Mixed 4.23 75.20 www.rpacan.com Certimin-2014 M-1 Blanket Mixed 26.33 0.433 84.46 68.65 M-2 Blanket Primary 24.42 0.599 91.66 76.38 M-3 Breccia Primary 25.00 0.087 90.28 33.69 Page 13-5 SNC-Lavalin Study 25.00 0.180 44.31 1.60 80.00 35.75 50.00 50.00 2017 LOM Plan 25.30 50.00 32.44 88.80 60.10 50.00

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TABLE 13-3 SUMMARY OF SELECTIVE (CU-MO SEPARATION) FLOTATION TEST DATA VM Holding S.A. – Pukaqaqa Project

Cu Concentrate Grades Mo Concentrate Grades Recovery Samples Cu, % Mo, % Ag, g/t Au, gt Cu, % Mo, % Ag, g/t Au, gt Cu, % Mo, % Ag, % Au, % CIMM-2010 MX 25.67 0.09 31.08 31.08 11.66 8.19 26.80 0.01 71.30 21.00 23.00 30.00 MXX 22.70 0.06 32.48 32.48 9.85 0.88 20.50 3.33 78.80 7.17 33.00 20.7 CIMM-2011 PRIM 25.54 0.003 41.70 2.11 0.23 6.95 23.40 0.88 94.43 57.50 91.10 94.54 Certimin, 2012 Composite 25.57 0.007 173 1.14 13.78 12.16 75.70 0.82 81.23 14.95 78.75 78.75 2017 LOM Plan 25.30 32.44 50.00 32.44 88.80 60.10 50.00 www.rpacan.com Page 13- 6

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Table 13-4 summarizes the locked cycle test (LCT) data and Table 13-5 summarizes the pilot plant data.

TABLE 13-4 SUMMARY OF LOCKED CYCLE FLOTATION TEST DATA VM Holding S.A. – Pukaqaqa Project

Concentrate Grades Recovery Samples Cu, % Mo, % Ag, g/t Au, g/t Cu, % Mo, % Ag, % Au, % CIMM 2011b PRIM 22.34 0.14 48.4 1.71 80.30 35.40 26.90 44.30 Certimin 2012 LCT I 23.94 0.20 147 1.33 83.85 25.36 71.55 32.33 LCT III 23.25 0.48 151 1.55 86.74 64.22 78.34 40.22 Conceptual Plant Assumptions 25.30 50.00 32.44 88.80 60.10 50.00

TABLE 13-5 SUMMARY OF PILOT PLANT TEST DATA VM Holding S.A. – Pukaqaqa Project

Cu-Mo Concentrate Grades Recovery Samples Cu, % Mo, % Cu, % Mo, % M-1 26.33 0.433 84.46 68.65 M-2 24.42 0.599 91.66 76.38 M-3 25.00 0.087 90.28 33.69

The data shows that it is possible to consistently produce bulk concentrate that has copper grades exceeding 25%, which should be marketable. In Table 13-6, the average optimized data from each type of test is compared.

Optimized test conditions were developed over time and used as the basis of the process design. Optimum flotation results were achieved using grinding to a particle size that is 80% passing (P80) 125 µm, using one stage of bulk (i.e., copper plus molybdenum) rougher flotation followed by regrinding the bulk flotation concentrate to a P80 of 45 µm followed by three stages of bulk cleaner flotation. The combined copper plus molybdenum bulk cleaner flotation concentrate is then thickened and sent to copper-molybdenum separation flotation. The concentrate is conditioned with sulphuric acid to reduce the pH and the copper is depressed using sodium hydrosulphide (NaSH) and diesel in a nitrogen atmosphere. The concentrate from this step is the molybdenum concentrate and the tailings are the copper concentrate.

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TABLE 13-6 COMPARISON OF DATA FROM DIFFERENT TEST TYPES VM Holding S.A. – Pukaqaqa Project

Concentrate Grades Recovery Tests Cu, % Mo, % Ag, g/t Au, g/t Cu, % Mo, % Ag, % Au, % Open Circuit 23.8 0.19 49.8 82.1 44.2 46.9 38.9 LCT I 23.9 0.20 147 1.33 83.9 25.4 71.6 32.3 LCT III 23.3 0.48 151 1.55 86.7 64.2 78.3 40.2 Cu-Mo Separation 24.9 7.0 26.7 16.7 81.4 25.2 56.5 44.1 Pilot Plant 25.3 0.37 90.3 33.7 Conceptual Plant 25.3 50.0 32.4 88.8 60.1 50.0 Assumptions

The data is consistent with results that are anticipated based on RPA’s experience with similar projects. Locked cycle tests generally result in higher recoveries and higher concentrate grades than open circuit bench scale tests and operation of a pilot plant or on a plant scale generally results in even better metallurgical results. The table shows results from the last two locked cycle tests instead of the average results because the results of LCT III compare favourably to the assumptions being used for the conceptual design currently being in progress.

As discussed previously, the quantity of oxide copper minerals in the feed material has the potential to reduce copper recovery. Table 13-7 compares the percentages of copper oxide and non-oxide copper (i.e., the difference between the total copper concentration and the oxide copper concentration) to the flotation recovery that was achieved in the corresponding metallurgical tests.

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TABLE 13-7 COMPARISON OF NON-OXIDE COPPER GRADE TO FLOTATION COPPER RECOVERY VM Holding S.A. – Pukaqaqa Project

% of Cu Cu - not Cu Recovery, Samples Type Cu, % CuOx, % Ox Ox, % % Chapi-2007 Blanket Norte Blanket North 0.530 0.080 15.1% 84.9% 84.0% Blanket Sur Blanket South 0.800 0.140 17.5% 82.5% 84.7% Gaby Brecha Gaby Breccia 1.150 0.030 2.6% 97.4% 93.8% Composite Mixed 0.780 0.120 15.4% 84.6% 87.1% CIMM-2010 Composite Mixed 0.650 0.210 32.3% 67.7% 77.5% MX Mixed 0.640 0.080 12.5% 87.5% 71.3% MXX Mixed 0.640 0.080 12.5% 87.5% 78.8% CIMM-2011 PRIM Mixed 0.490 0.020 4.1% 95.9% 80.3% Certimin-2012 Composite Mixed 0.542 0.051 9.4% 90.6% 83.9% Certimin-2014 M-1 Blanket Mixed 0.636 0.145 22.8% 77.2% 84.5% M-2 Blanket Primary 0.423 0.042 9.9% 90.1% 91.7% M-3 Breccia Primary 0.996 0.091 9.1% 90.9% 90.3%

Figure 13-1 shows that the copper recovery decreases as the percentage of copper oxide increases although the mathematical correlation between the oxide copper concentration and the flotation recovery is weak.

FIGURE 13-1 RELATIONSHIP BETWEEN OXIDE COPPER AND FLOTATION RECOVERY

100.0%

80.0%

60.0%

Cu Recovery Cu 40.0%

20.0%

0.0% 0.0% 10.0% 20.0% 30.0% 40.0% 50.0% 60.0% 70.0% 80.0% 90.0% 100.0%

CuOx

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COMMINUTION TESTS

A limited number of comminution tests have been completed. The comminution data is summarized in Table 13-8.

TABLE 13-8 SUMMARY OF COMMINUTION TEST DATA VM Holding S.A. – Pukaqaqa Project

Ball Mill Wi Rod Mill Wi JK Drop Weight Abrasion Index Lab kWh/mt kWh/t A x b Ai Chapi 2007 12.9 CIMM 2011 14.0 13.1 0.2124 SGS 2013 10.8 687 0.043

The data shows that the Ball Mill Work Index (Wi) is moderately hard. The material is mildly abrasive and the drop weight data indicates that the material is extremely soft with relationship to impact breakage.

SUMMARY

The results of the test work indicate that the recovery estimates and concentrate grades used as the basis of this report are reasonable, although there is some concern about the high grades of the samples used. While the majority of the tests do not achieve the estimated molybdenum recovery, it is very difficult to recover molybdenum in small scale tests due to the very small mass of molybdenum concentrate that is produced even in pilot plants. Therefore, operating plants generally achieve much better results. Figures 13-2 through 13-5 show the relationships between head grade and recovery for the combined flotation data. Based on these graphs, it appears that may be mild correlations between head grade and recovery for copper, molybdenum, and silver.

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FIGURE 13-2 RELATIONSHIP COPPER HEAD GRADE AND COPPER RECOVERY

100.0 90.0 80.0 70.0 60.0 50.0

Recovery, % Cu % Recovery, 40.0 30.0 y = 10.108x + 77.116 20.0 R² = 0.2638 10.0 0.0 0.00 0.20 0.40 0.60 0.80 1.00 1.20 1.40 1.60 1.80 Feed Grade, % Cu

FIGURE 13-3 RELATIONSHIP MOLYBDENUM HEAD GRADE AND MOLYBDENUM RECOVERY

100.0 90.0 80.0 70.0 60.0 50.0 40.0 Recovery, % Mo % Recovery, 30.0 y = 1592.3x + 24.432 20.0 R² = 0.2002 10.0 0.0 0.00 0.01 0.01 0.02 0.02 0.03 0.03 0.04

Feed Grade, % Mo

FIGURE 13-4 RELATIONSHIP SILVER HEAD GRADE AND SILVER RECOVERY

100.0 90.0 80.0 70.0 60.0 50.0 Recovery, % Ag % Recovery, 40.0 30.0 20.0 y = 7.9756x + 19.036 10.0 R² = 0.3416 0.0 0.0 1.0 2.0 3.0 4.0 5.0 6.0 7.0 8.0

Feed Grade, g/t Ag

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FIGURE 13-5 RELATIONSHIP GOLD HEAD GRADE AND GOLD RECOVERY

100.0 90.0 80.0 70.0 60.0 50.0 40.0

Recovery, % Au % Recovery, 30.0 20.0 10.0 0.0 0.00 0.02 0.04 0.06 0.08 0.10 0.12 0.14 Feed Grade, g/t Au

Based on conflicting information from mineralogy reports and assay data, RPA is not able to offer an opinion as to whether deleterious elements are expected to have an impact on potential economic extraction, however, the presence of significant quantities of secondary and oxide copper minerals has the potential to reduce recovery. Therefore, it is important that the copper mineralization throughout the deposit is well understood and the plant feed is managed to take the proportion of oxide copper being fed to the plant into account.

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14 MINERAL RESOURCE ESTIMATE

RPA estimated Mineral Resources for the Pukaqaqa Project using drill hole and trench data available as of May 31, 2017. The current Mineral Resource estimate is based on an open pit mining scenario using a 0.20% Cu cut-off value. Mineral Resources dated July 31, 2017, are summarized in Table 14-1. Based on the density of sampling and variography, the Pukaqaqa Mineral Resources has been classified as Measured, Indicated, and Inferred.

Measured Mineral Resources are estimated to total 107.3 Mt averaging 0.43% Cu. Indicated Mineral Resources are estimated to total 201.7 Mt averaging 0.39% Cu. Inferred Mineral Resources are estimated to total 40.1 Mt averaging 0.34% Cu.

VMH prepared a block model of the Pukaqaqa deposit which was provided to RPA. RPA prepared a check estimate in the process of the VMH block model review using validated data, wireframes, and parameters used by VMH. The Mineral Resources reported in Table 14-1 are based on the RPA block model check estimate and are within a preliminary open pit. Gold, silver, and molybdenum were not included in the Mineral Resource estimate because their impact on potential economics is low due to their very low grades.

No Mineral Reserves have been estimated for the Project.

RPA is not aware of any environmental, permitting, legal, title, taxation, socio-economic, marketing, political, or other relevant factors that could materially affect the Mineral Resource estimate.

TABLE 14-1 MINERAL RESOURCE ESTIMATE AS OF JULY 31, 2017 VM Holding S.A. – Pukaqaqa Project

Tonnes Copper Contained Copper Category (Mt) (%) (kt) (Mlb) Measured 107.3 0.43 459 1,013 Indicated 201.7 0.39 796 1,756 Measured and Indicated 309.0 0.41 1,256 2,769

Inferred 40.1 0.34 137 300

Notes: 1. CIM definitions were followed for Mineral Resources. 2. Mineral Resources were reported inside a preliminary Whittle pit using a 0.20% Cu block cut-off grade.

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3. Mineral Resources are estimated using a copper price of US$2.59/lb and an exchange rate of US$0.80 to C$1.00. 4. The numbers may not add due to rounding.

RESOURCE DATABASE

The Mineral Resource database contains drilling and trench information and analytical results up to December 31, 2014. No additional drilling or trenching has been completed on the Project since 2014. The database comprises 645 drill holes and 57 surface trenches for a total of 165,079 m of drilling of which 78 drill holes and 57 trenches were completed by Rio Tinto prior to 2004. A total of 597 drill holes and 38 trenches were used for the Mineral Resource estimation. Table 14-2 summarizes the records in the Project drill hole database.

TABLE 14-2 GEMS PROJECT DATABASE AS OF JULY 31, 2017 VM Holding S.A. – Pukaqaqa Project

Item Record Count Drill Holes 645 Surface Trenches 57 Surveys 12,524 Cu (%) 74,411 Density 17,295 Lithology 86,088

The drill holes were reviewed by RPA and were found to be acceptable to support Mineral Resource estimation.

VMH maintains the resource database in GeoExplo software. RPA received data from VMH in comma separated values (.csv) format, as well as MineSight (.ms) and Drawing Exchange (DXF) files. Data were amalgamated and parsed as required and imported by RPA into GEOVIA GEMS 6.8 Desktop.

Section 12, Data Verification, describes the resource database verification steps carried out by RPA and VMH. RPA is of the opinion that the drill hole database is valid and suitable to estimate Mineral Resources for the Project.

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TOPOGRAPHY

A LiDAR topographic survey was completed over the Project in 2008. The resulting digital terrain surface (DTM) is available in AutoCAD Drawing Exchange (DXF) and GEMS. The surface has been validated using survey control points and drill hole collars.

GEOLOGICAL INTERPRETATION

A simplified lithological model has been constructed for the Project area (Figure 14-1). The main geological units are listed below. • Feldspar Porphyry (FP)

• Endoskarn (ENSK)

• Skarn-Mixed Breccia (SK-BXMX) - combines breccia with mixed clastic lithologies (MIXBX), skarn, and skarn breccia.

• Exoskarn-Calc-silicate Marble (EXSK-CSMBL)

• Marble-Limestone (MBL-CLZ)

• Colluvium (COL)

Lithological interpretation was combined with copper grade and density to inform the mineralization model at Pukaqaqa. Three dimensional mineralization wireframe solids were constructed in Leapfrog Geo by using 34 northeast oriented spaced 50 m apart, with 15 infill sections at 25 m centres. Sectional interpretations were subsequently rationalized in plan.

The mineralization model consists of the following three principal mineralized domains (CPO domains). • Gaby Monica Breccia: Skarn contact, combined endoskarn, skarn-mixed breccia, and skarn breccia

• Blanket: Mineralized mixed porphyry skarn

• Raurac Breccia: Low grade skarn porphyry

VM Holding S.A. – Pukaqaqa Project, Project #2783 Technical Report NI 43-101 – August 4, 2017 Page 14-3 EXSK-CSMBL MBL-CLZ

COL

14-4

PF-ESK

Figure -141

www.rpacan.com VM Holding S.A.

SK-BXM Pukaqaqa Project Huancavelica Region, Peru 3D Isometric View of Lithological Model August 7201 Source: RPA, 2017. www.rpacan.com

Three dimensional models were created by VMH for each of the three principal mineralized domains using a 0.15% Cu cut-off grade. In addition, a high grade zone was modelled within the Gaby Monica Breccia using a 0.5% Cu cut-off grade(Figure 14-2). These four domains were the primary source of geological control in the resource model and became the basis for composite and block model coding (CPCTF domains), as summarized in Table 14-3.

TABLE 14-3 BLOCK MODEL MINERALIZED DOMAIN CODES VM Holding S.A. – Pukaqaqa Project

Domain Coding Name Modelling Cut-off Grade CPO CPCTF 0.15% Cu 1 12 Gaby Monica Breccia 0.50% Cu 1 15 Blanket 0.15% Cu 2 22 Raurac Breccia 0.15% Cu 3 32

RPA reviewed the mineralized wireframe domains prepared by VMH and is of the opinion that they are acceptable for Mineral Resource estimation.

VM Holding S.A. – Pukaqaqa Project, Project #2783 Technical Report NI 43-101 – August 4, 2017 Page 14-5 www.rpacan.com

Plan View Gaby Monica Breccia (0.15 % Cu)

Gaby Monica Breccia (0.50% Cu) Raurac Breccia

Blanket Domain

500 M

Isometric View

Figure -142

VM Holding S.A.

Pukaqaqa Project Huancavelica Region, Peru Solids Isometric Plan View

August 2017 Source: RPA, 2017.

14-6 www.rpacan.com

STATISTICAL ANALYSIS

Assay values located inside the mineralization wireframe domains and used for block grade interpolation were tagged with zone domain identifiers (CPCTF) and exported for statistical analysis. RPA compiled and reviewed the basic statistics into mineralization domain type for copper, which are summarized in Table 14-4.

TABLE 14-4 DESCRIPTIVE STATISTICS OF RESOURCE ASSAY VALUES VM Holding S.A. – Pukaqaqa Project

Length (m) Cu (%) Density (t/m3) Domain 12 No. of Cases 2,654 2,654 865 Minimum 0.04 0.008 1.51 Maximum 7.70 2.500 4.40 Median 2.00 0.250 2.55 Arithmetic Mean 1.88 0.294 2.53 Weighted Mean - 0.296 - Standard Deviation 0.47 0.217 0.30 Coefficient of Variation 0.25 0.740 0.12

Domain 15 No. of Cases 4,723 4,723 970 Minimum 0.05 0.005 1.55 Maximum 9.20 7.938 4.37 Median 2.00 0.910 2.69 Arithmetic Mean 1.85 1.112 2.73 Weighted Mean - 1.109 - Standard Deviation 0.43 0.817 0.36 Coefficient of Variation 0.23 0.740 0.13

Domain 22 No. of Cases 40,849 40,849 7,477 Minimum 0.02 0.000 1.19 Maximum 10.90 7.800 4.12 Median 2.00 0.270 2.41 Arithmetic Mean 1.89 0.355 2.43 Weighted Mean - 0.355 - Standard Deviation 0.37 0.321 0.26 Coefficient of Variation 0.20 0.910 0.11

Domain 32 No. of Cases 160 160 5 Minimum 0.20 0.020 1.94 Maximum 4.00 5.300 2.63 Median 2.00 0.430 2.32 Arithmetic Mean 1.83 0.646 2.33 Weighted Mean - 0.626 - Standard Deviation 0.67 0.871 0.25 Coefficient of Variation 0.37 1.350 0.11

Total No. of Cases 48,386 48,386 9,317 Minimum 0.02 0.000 1.19

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Length (m) Cu (%) Density (t/m3) Maximum 10.90 7.938 4.40 Median 2.00 0.290 2.53 Arithmetic Mean 1.89 0.426 2.47 Weighted Mean - 0.424 - Standard Deviation 0.39 0.457 0.29 Coefficient of Variation 0.20 1.070 0.12

Where there was a sample interval but no metal value entered in the assay database, the assay was treated as unsampled by VMH. RPA recommends that unsampled assay intervals be treated as zero grade.

CAPPING HIGH GRADE VALUES

Where the assay distribution is skewed positively or approaches lognormal, erratic high grade assay values can have a disproportionate effect on the average grade of a deposit. One method of treating these outliers to reduce their influence on the average grade is to cut, or cap, them at a specific grade level. In the absence of production data to calibrate the capping level, inspection of the assay distribution can be used to estimate a first pass capping level.

RPA reviewed the statistical distribution of the original Cu assays by plotting histograms, and log scale probability plots. For the current Mineral Resource, capping does not appear to be indicated and was not done. During grade interpolation, however, a high grade restriction was applied to each domain to limit the influence of high grade Cu values (see section below on Variography and Interpolation Values).

DENSITY

A total of 18,862 density measurements were taken by the dry/wet weight difference method. Rio Tinto took a total of 1,176 measurements between 1997 and 2000, Milpo/Tiomin took 2,576 measurements between 2004 and 2007, and Milpo took 15,110 measurements in 2011 and 2012. The 2014 density measurements were not used in the density estimation process.

For the current Mineral Resource estimate, 17,295 density measurements were available, 9,317 (54%) of which are located within the mineralization wireframe domains. RPA reviewed the descriptive statistics for density samples taken within the mineralization wireframes by mineralization domain and lithology. Within the mineralized domain, density samples were

VM Holding S.A. – Pukaqaqa Project, Project #2783 Technical Report NI 43-101 – August 4, 2017 Page 14-8 www.rpacan.com flagged and interpolated by CPO domain (see Table 14-2) using Inverse Distance Squared (ID2). The interpolated density values were used to convert block volume to tonnage.

COMPOSITING

Assay sample lengths range from 0.20 m to 10.90 m within the mineralized wireframe domains. Approximately 98% are less than or equal to 2.5 m in length. The median assay length is 2.0 m, and mean assay length is 1.89 m. RPA determined that the composite length of 2.5 m used by VMH is appropriate when both assay sample length and block size (5 m x 5 m x 5 m) are taken into consideration.

Composites were created within the mineralization wireframe domains beginning at the upper contacts. The intersection thickness encountered by any given drill hole, however, is not an even multiple of the composite length. If the remaining length was greater than or equal to 0.50 m, the composite was accepted as part of the data set; if the remaining length was less than 0.50 m, the composite was not included. Four hundred and sixty-seven composites measuring less than 0.50 m were discarded prior to grade interpolation. The elimination of the small composites did not affect the overall integrity of the composited database.

RPA compiled and reviewed the basic composite statistics into domain type for copper, which are summarized in Table 14-5. For all domains, standard deviation, coefficient of variation, and mean Cu grade decrease from assay to composite values. For domain 32, however, the mean Cu grade increases slightly as the result of several higher grade assays with longer sample lengths.

TABLE 14-5 DESCRIPTIVE STATISTICS OF RESOURCE ASSAY VALUES VM Holding S.A. – Pukaqaqa Project

Cu% Domain 12 No. of Cases 2,151 Minimum 0.010 Maximum 1.384 Median 0.258 Arithmetic Mean 0.289 Standard Deviation 0.178 Coefficient of Variation 0.620

Domain 15 No. of Cases 3,573 Minimum 0.021

VM Holding S.A. – Pukaqaqa Project, Project #2783 Technical Report NI 43-101 – August 4, 2017 Page 14-9 www.rpacan.com

Cu% Maximum 7.938 Median 0.927 Arithmetic Mean 1.101 Standard Deviation 0.736 Coefficient of Variation 0.670

Domain 22 No. of Cases 31,431 Minimum 0.000 Maximum 6.655 Median 0.274 Arithmetic Mean 0.350 Standard Deviation 0.285 Coefficient of Variation 0.810

Domain 32 No. of Cases 94 Minimum 0.075 Maximum 5.120 Median 0.468 Arithmetic Mean 0.686 Standard Deviation 0.817 Coefficient of Variation 1.190

Total No. of Cases 37,249 Minimum 0.000 Maximum 7.938 Median 0.294 Arithmetic Mean 0.420 Standard Deviation 0.417 Coefficient of Variation 0.990

VARIOGRAPHY AND INTERPOLATION VALUES

Using parameters provided by VMH as a guide, variography was reassessed on Cu composites to determine the search ellipsoid dimensions for each of the three principal mineralization domains (domains 12 and 15 were combined for the Gaby Monica Breccia). Variography in the Raurac Breccia (domain 32) gave inconclusive results due to lack of data, and RPA applied the search neighbourhood distances used for the Gaby Monica Breccia, rotating the search ellipse to be consistent with the orientation of the domain. Interpolation parameters with ranges derived from the variograms are summarized in Table 14-6.

VM Holding S.A. – Pukaqaqa Project, Project #2783 Technical Report NI 43-101 – August 4, 2017 Page 14-10 www.rpacan.com

TABLE 14-6 BLOCK ESTIMATE ESTIMATION PARAMETERS FOR COPPER VM Holding S.A. – Pukaqaqa Project

Domain Name Gaby Monica Breccia Blanket Raurac Breccia Domain Code 12 15 22 32 Method ID3 ID3 ID3 ID3 Boundary Type Hard Hard Hard Hard Pass 1 1 1 1 1 Min. No. Comps. Pass 2 1 1 1 1 Pass 1 16 16 16 16 Max. No. Comps. Pass 2 16 16 16 16 Max. Comps Per Pass 1 2 2 2 2 Drill Hole Pass 2 2 2 2 2 Pass 1 119 119 119 119 Distance X (m) Pass 2 476 476 460 476 Pass 1 79 79 163 79 Distance Y (m) Pass 2 316 316 652 316 Pass 1 45 45 110 45 Distance Z (m) Pass 2 180 180 440 180 Z 0° 0° -140° 0° Rotation1 X -77° -77° -60° -87° Z 45° 45° 180° 320°

Note: 1Rotation around each axis (positive is counter-clockwise) and relative to block model orientation.

The nugget effect was found to range from 5% to 10%, which was established with downhole linear variograms for the principal domains. For the Gaby Monica and Raurac Breccia domains, the longest variogram ranges of approximately 130 m were consistently oriented parallel to the steep dip, and for the blanket domain the variograms were pseudo-anisotropic, with X, Y, and Z ranges from approximately 120 m to 180 m (Figure 14-3).

Block grade interpolation was carried out using Inverse Distance Cubed (ID3) and two passes. The first pass search distance was equal to the range at approximately 90% of the variance, and this distance was quadrupled for the second pass to fill remaining blocks. A minimum of one composite and a maximum of 16 composites were used to interpolate grades within each block for both passes, and the maximum number of composites per hole was limited to two. Interpolation was constrained by the mineralized wireframe models, which were used as hard boundaries to prevent the use of composites outside of the zones. A grade search restriction was applied during both passes, whereby Cu grades outside a ten metre search radius were capped at the levels shown in Table 14-7. VMH elected to apply a grade restriction for their internal resource estimate and RPA did the same for consistency.

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RPA reviewed restricted Cu block grades versus unrestricted grades and observed no material difference. This is consistent with RPA’s opinion that no grade capping or restriction is required. Furthermore, limiting the number of composites per drill hole to just two samples resulted in some unwanted grade banding, and RPA recommends that the minimum number of samples per drill hole be increased in future resource estimates.

TABLE 14-7 COPPER GRADE RESTRICTIONS APPLIED DURING BLOCK GRADE INTERPOLATION VM Holding S.A. – Pukaqaqa Project

CPCTF Domain Code Cu% Grade Restriction Restricted Search Radius (m) 12 2.78 10 15 2.78 10 22 2.14 10 32 0.86 10

Following the example of VMH’s resource model, density point samples were interpolated into the block model using ID2 and otherwise identical estimation parameters to Cu (see Table 14- 5) for each of the three principal mineralization domains. No outlier restriction was applied to density during interpolation.

VM Holding S.A. – Pukaqaqa Project, Project #2783 Technical Report NI 43-101 – August 4, 2017 Page 14-12 www.rpacan.com

FIGURE 14-3 BLANKET DOMAIN VARIOGRAM MODEL FOR CU%

CUT-OFF GRADE

Pit optimization analyses were run on the block model to determine the potential economics of extraction by open pit methods. The parameters used in the pit optimization runs, using Whittle software, are presented in Table 14-8.

Whittle calculates a final breakeven pit shell based on all operating costs (mining, processing, and G&A) required to mine a given block of material. Since all blocks within the breakeven pit shell must be mined (regardless if they are waste or mineral), any block that has sufficient revenue to cover the costs of processing and G&A is sent to the processing plant. An incremental, or pit discard, cut-off grade is calculated using only the processing and G&A costs.

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TABLE 14-8 PUKAQAQA WHITTLE PIT PARAMETERS VM Holding S.A. - Pukaqaqa Project

Parameter Unit Input Overall Pit Slope Angle degrees 36 to 48 Mining Cost $/tonne 1.32 Incremental Mining Cost $/10m +/- 4440m 0.12 Process Cost $/tonne 4.57 G&A Cost $/tonne 0.38 Mining Extraction % 100 Mining Dilution % 0 Copper Price $/lb 2.59 Selling Costs $/lb Cu 0.31 Metallurgical Recoveries (Cu) % 88.8 Block Size m 5 x 5 x 5 Re-blocked Size m 10 x 10 x 10

Using the parameters in Table 14-6 results in a breakeven cut-off grade of 0.15% Cu and an incremental cut-off grade of 0.12% Cu. RPA elected to report Mineral Resources at a cut-off grade of 0.2% Cu because the operating costs used may be somewhat low and the recovery somewhat high, and to be consistent with other VMH copper projects in Peru.

BLOCK MODEL

A model of 51,840,000 blocks was built in GEMS. Blocks are 5 m by 5 m by 5 m with 400 columns, 540 rows, and 240 levels. The model is rotated N46°W and fully encloses the modelled resource wireframes and the Whittle preliminary pit shell. The extents and dimensions of the block model are summarized in Table 14-9.

TABLE 14-9 BLOCK MODEL DIMENSIONS VM Holding S.A. - Pukaqaqa Project

Description Easting (X) Northing (Y) Elevation (Z) Minimum (m) 493,980 8,592,300 3,500 Maximum (m) 495,980 8,595,000 4,700 Extents (m) 2,000 2,700 1,200 Rotation 46° Column Row Level Block size (m) 5 5 5 Number of blocks 400 540 240

RPA built a block model with a single folder with attributes that included domain codes, percent inside domain, density, and copper grades. Lithology and mineralization domains were coded using majority rules, the blocks were assigned a volumetric percent to adequately account for

VM Holding S.A. – Pukaqaqa Project, Project #2783 Technical Report NI 43-101 – August 4, 2017 Page 14-14 www.rpacan.com the proportion of blocks located within mineralized domains Table 14-10 summarizes block model attributes utilized for Mineral Resource estimation.

TABLE 14-10 PUKAQAQA BLOCK MODEL ATTRIBUTE DESCRIPTIONS VM Holding S.A. – Pukaqaqa Project

Block Model Attribute Description Principal mineralization domains coded using majority rules CPO 1 = Gaby Monica Breccia; 2 = Blanket; 3 = Raurac Breccia Domain combining CPO and grade shell grade coded by majority rules CPCTF 12 = 0.15% Cu Gaby Monica Breccia; 15 = 0.5% Cu Gaby Monica Breccia; 22 = 0.15% Blanket; 32 = 0.15% Raurac Breccia Simplified lithology LITMS 1 =FP-ENSK; 3 = SK-BXMX; 4 = EXSK-CSMBL; 5 = MBL-CLZ; 9 = COL Density Interpolated Density values (t/m3) by CPO %CPMI Percent of block inside mineralization domains CU_RPA ID3 Interpolated Cu grade by RPA with high grade restriction CU_PCT OK interpolated grade by VMH with high grade restriction Resource classification of each block CATGE 1 = Measured; 2 = Indicated; 3 = Inferred; 4 = Unclassified Min_Dist_Samp Distance to nearest sample used for grade interpolation No_Drillholes Number of drill holes used to interpolate block grade

Figures 14-4 and 14-5 show block copper grades in level plan and section.

VM Holding S.A. – Pukaqaqa Project, Project #2783 Technical Report NI 43-101 – August 4, 2017 Page 14-15 Blanket Domain Pit N Level Plan at 4,400 m Outline +/- 10 m

Gaby Monica Breccia

14-16 Legend:

Raurac Breccia

0100200 300 400 500 Metres Figure -144

VM Holding S.A. www.rpacan.com Pukaqaqa Project Huancavelica Region, Peru Block Copper Grade in Level Plan 4,400m-Elevation

August 2017 Source: RPA, 2017. Composites 14-17

Figure 14-5 Legend: 0 100 200 300 400 www.rpacan.com Metres VM Holding S.A.

Vertical Section Pukaqaqa Project +/- 10 m Huancavelica Region, Peru Looking North East Copper Block Grades and Composites in Vertical Section

August 2017 Source: RPA, 2017. www.rpacan.com

BLOCK MODEL VALIDATION

RPA carried out several block model validation procedures including:

1. Visual comparisons of block copper values versus composite values, and block density values versus sample point values.

2. Statistical comparisons.

3. Comparison of the volumes of the wireframe models to the block model volume results.

4. Trend plots of block and copper values by elevation, northing, and easting.

5. Comparison of block and composite grades in blocks containing composites.

6. Comparison of RPA ID3 interpolated copper grades versus VMH ordinary kriging (OK) interpolated copper grades.

Block model grades were visually examined and compared with composite grades in cross section and on elevation plans. RPA found grade continuity to be reasonable, and confirmed that the block grades were reasonably consistent with local drill hole assay and composite grades and that there was no significant bias apparent.

Grade statistics for assays, composites, and resource blocks were examined and compared for the mineralization domains (Table 14-11). The comparisons of average grades of assays, composites, and blocks are reasonable in RPA’s opinion. RPA notes that block grades appear somewhat low as a result of a large number of blocks populated by a small number of composite samples below the pit shell.

TABLE 14-11 COMPARISON OF METAL GRADE STATISTICS FOR ASSAYS, COMPOSITES, AND RESOURCE BLOCKS VM Holding S.A. – Pukaqaqa Project

Assay Composite Block Sample Block Cu (%) Cu (%) Cu (%) Density (t/m3) Density (t/m3) 12 No. of Cases 2,654 2,151 89,331 865 89,331 Minimum 0.008 0.010 0.020 1.51 1.58 Maximum 2.500 1.384 1.131 4.40 4.31 Median 0.250 0.258 0.248 2.55 2.52 Arithmetic Mean 0.294 0.289 0.253 2.53 2.53 Weighted Mean 0.296 - - - - Standard Deviation 0.217 0.178 0.115 0.30 0.24 Coefficient of Variation 0.740 0.620 0.450 0.12 0.09

15

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Assay Composite Block Sample Block Cu (%) Cu (%) Cu (%) Density (t/m3) Density (t/m3) No. of Cases 4,723 3,573 94,205 970 94,205 Minimum 0.005 0.021 0.062 1.55 1.81 Maximum 7.938 7.938 7.118 4.37 4.92 Median 0.910 0.927 0.894 2.69 2.69 Arithmetic Mean 1.112 1.101 1.003 2.73 2.71 Weighted Mean 1.109 - - - - Standard Deviation 0.817 0.736 0.426 0.36 0.26 Coefficient of Variation 0.740 0.670 0.420 0.13 0.10

22 No. of Cases 40,849 31,431 2,240,865 7,477 2,240,865 Minimum 0.000 0.000 0.000 1.19 1.61 Maximum 7.800 6.655 4.370 4.12 4.12 Median 0.270 0.274 0.252 2.41 2.41 Arithmetic Mean 0.355 0.350 0.292 2.43 2.42 Weighted Mean 0.355 - - - - Standard Deviation 0.321 0.285 0.153 0.26 0.20 Coefficient of Variation 0.910 0.810 0.520 0.11 0.08

32 No. of Cases 160 94 3,032 5 3,032 Minimum 0.020 0.075 0.085 1.94 2.00 Maximum 5.300 5.120 3.608 2.63 3.02 Median 0.430 0.468 0.343 2.32 2.30 Arithmetic Mean 0.646 0.686 0.379 2.33 2.33 Weighted Mean 0.626 - - - - Standard Deviation 0.871 0.817 0.252 0.25 0.12 Coefficient of Variation 1.350 1.190 0.660 0.11 0.05

Total No. of Cases 48,386 37,249 2,427,433 9,317 2,427,433 Minimum 0.000 0.000 0.000 1.19 1.58 Maximum 7.938 7.938 7.118 4.40 4.92 Median 0.290 0.294 0.257 2.53 2.43 Arithmetic Mean 0.426 0.420 0.319 2.47 2.44 Weighted Mean 0.424 - - - - Standard Deviation 0.457 0.417 0.219 0.29 0.21 Coefficient of Variation 1.070 0.990 0.690 0.12 0.09

To check for conditional bias, trend plots were created which compared the copper and density block model estimates with the composite and sample average grades within the preliminary Whittle pit shell. In RPA’s opinion, there is no significant bias between the resource block grades and the assay composites.

As a final check, RPA compared the volume of the wireframe models to the block model volume results. The estimated total volume of the wireframe models is 285,815,558 m3 and the block model volume is 286,395,542 m3. The volume difference is 0.20%, which RPA considers to be an acceptable result. Validation by RPA indicates that the block model is a reasonable representation of the tonnages and grades of the mineralized zones at Pukaqaqa.

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The RPA block model metal content was within 5% of the metal content reported by VMH from their block model.

CLASSIFICATION

Definitions for Mineral Resource categories used in this report are consistent with those defined by CIM (2014) and adopted by NI 43-101. In the CIM Definition Standards classification, a Mineral Resource is defined as “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”. Mineral Resources are classified into Measured, Indicated, and Inferred categories, according to the confidence level in the estimated blocks.

Resource classification was defined by VMH using protocols summarized in Table 14-12.

TABLE 14-12 VMH CLASSIFICATION CRITERIA VM Holding S.A. – Pukaqaqa Project

Classification Criteria Search Radius (m) Classification Min. Drill Min. Continuity Baby Monica Raurac Holes Samples Blanket Domain Breccia Breccia ⅓ of variogram - Measured 3 6 31 x 25 x 14 38 x 30 x 21 range ⅔ of variogram - 3 6 63 x 51 x 29 77 x 60 x 42 Indicated range - 1 1 10 x 10 x 10 10 x 10 x 10 - 2 ⅓ of variogram Inferred 2 4 217 x 175 x 98 266 x 210 x 147 217 x 175 x 98 range

In general, Measured is assigned to blocks in the first pass using ⅓ of the variogram range with at least three drill holes; Indicated is assigned to blocks in the first pass using ⅔ of the variogram range with at least three drill holes, and; Inferred is assigned to blocks using 2 ⅓ of the variogram range with at least two drill holes. If the block was estimated with less than three drill holes but is within ten metres of a sample (i.e., a search ellipse of 10 m x 10 m x 10 m), it is considered Indicated. No blocks were assigned Measured or Indicated for the Raurac Breccia. Approximately 18% of the classified blocks were assigned to Measured with an average distance to the nearest sample of 15 m, 47% were assigned to Indicated with an average distance to the nearest sample of 26 m, and 37% assigned to Inferred with an average

VM Holding S.A. – Pukaqaqa Project, Project #2783 Technical Report NI 43-101 – August 4, 2017 Page 14-20 www.rpacan.com distance to the nearest sample of 51 m (Figure 14-6). Figure 14-7 illustrates classified blocks within the Whittle preliminary pit shell in level plan and Figure 14-8 shows classified blocks and drill hole traces in vertical section.

FIGURE 14-6 CUMULATIVE HISTOGRAM OF DISTANCE TO NEAREST SAMPLE. GROUPED BY CLASS

In RPA’s opinion, the overall classification is reasonable for the level of study. RPA recommends further refinement of block classification to remove isolated blocks and improve continuity. RPA also recommends that VMH reconsider the second criteria for Indicated Mineral Resource classification since it does not appear to have any appreciable effect.

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N

Figure -147 Classification: Measured Plan View VM Holding S.A. Indicated in Pit Classified Blocks Infered Pukaqaqa Project Huancavelica Region, Peru 0 100 200 300 400 500 Plan View of In Pit Metres Classified Blocks Source: RPA, 2017. August 2017 14-22 Plan View in Pit Classified Blocks

14-23

Figure -148

VM Holding S.A. www.rpacan.com Classification: Vertical Section with Measured 03100 200 00400 Drill Hole Traces Pukaqaqa Project Indicated Metres +/- 25 m Huancavelica Region, Peru Infered Looking North East In Pit Block Classification and Drill Hole Traces in Vertica S ectionl

August 2017 Source: RPA, 2017. www.rpacan.com

SUMMARY OF MINERAL RESOURCE ESTIMATE

RPA estimated Mineral Resources for the Pukaqaqa Project using drill hole and trench data available as of May 31, 2017. The current Mineral Resource estimate is based on an open pit mining scenario using a 0.20% Cu cut-off value. Based on the density of sampling and variography, the Pukaqaqa Mineral Resources has been classified as Measured, Indicated, and Inferred.

Measured Mineral Resources are estimated to total 107.3 million tonnes averaging 0.43% Cu. Indicated Mineral Resources are estimated to total 201.7 million tonnes averaging 0.39% Cu. Inferred Mineral Resources are estimated to total 40.1 million tonnes averaging 0.34% Cu.

Mineral Resources dated July 31, 2017, are summarized in Table 14-13 showing sensitivity to cut-off grade.

TABLE 14-13 MINERAL RESOURCE ESTIMATE AS OF JULY 31, 2017 VM Holding S.A. – Pukaqaqa Project

Cu% Tonnes Copper Contained Copper Category Cut-off (Mt) (%) (kt) (Mlb) 0.30 68.6 0.53 363.2 800.6 0.20 107.3 0.43 459.7 1,013.5 Measured 0.15 119.1 0.40 480.9 1,060.1 0.12 121.3 0.40 483.9 1,066.8 0.30 114.1 0.51 578.4 1,275.1 0.20 201.7 0.39 796.5 1,756.1 Indicated 0.15 229.9 0.37 847.2 1,867.8 0.12 234.3 0.36 853.4 1,881.3 0.30 182.7 0.52 941.5 2,075.7 Measured and 0.20 309.0 0.41 1,256.2 2,769.5 Indicated 0.15 349.0 0.38 1,328.1 2,927.9 0.12 355.6 0.38 1,337.3 2,948.1

0.30 15.9 0.49 78.6 173.2 0.20 40.1 0.34 137.9 303.9 Inferred 0.15 48.2 0.32 152.2 335.6 0.12 49.6 0.31 154.3 340.1

Notes: 1. CIM definitions were followed for Mineral Resources. 2. Open Pit Mineral Resources were reported inside a preliminary Whittle pit using a 0.20% Cu block cut-off grade. 3. Mineral Resources are estimated using a copper price of US$2.59/lb and an exchange rate of US$0.80 to C$1.00. 4. The numbers may not add due to rounding.

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15 MINERAL RESERVE ESTIMATE

There are currently no estimated Mineral Reserves for the Pukaqaqa Project

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16 MINING METHODS

The altitude of the Project varies from 4,300 MASL to 4,700 MASL. The deposit is a typical skarn deposit, hosting Cu, Au, Ag, and Mo and it is currently envisaged that the Project would be developed as an open pit mining operation.

As presently conceived, the mine would be operated by a contract mining company.

Various studies at different production rates have been carried out as part of the preliminary evaluation of the Project. RPA considers these past reports to be historic, as they were based on past Mineral Resource estimates.

Based on the most recent scoping studies carried out by Milpo, it is envisaged that Pukaqaqa may be developed with a process plant throughput of 30,000 tpd, or 10.8 Mtpa based on 360 operating days per year. At this throughput, the current Mineral Resource may potentially support a mine life of approximately 19 years. The depth and shape of the deposit would result in a relatively low strip ratio.

An initial analysis of slope stability and geomechanics was carried out by DCR Ingenieros S.R.Ltda. (DCR) in 2014. The report indicates that Pukaqaqa could be developed as a relatively shallow dipping open pit mine. Based on the DCR report, it is currently envisaged that Pukaqaqa would have a typical bench height of 10 m, with a face angle of 60° to 65°. The overall slope angle would vary by section, ranging from 30° to 48°. The low overall slope angle is a result of poor ground conditions

It is possible that Pukaqaqa could be developed as a “free-digging” open pit, without the need for explosives. RPA considers that this option should be investigated.

As currently being envisaged, the mine would have an on-site processing plant that produces two flotation products; a Cu concentrate, and a Mo concentrate. To support mining operations, the company would build the following site facilities: • Waste rock storage • Top soil storage • Upgraded site access road

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• Process plant • Primary crusher • Secondary and Tertiary crushing and grinding • Maintenance facility • Personnel camp • Quarry • Tailings facility • Water storage and diversion facilities

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17 RECOVERY METHODS

INTRODUCTION

The conceptual processing plant for Pukaqaqa is currently being sized to process 30,000 tpd of feed material to produce copper and molybdenum concentrates. A simplified process flow diagram for the conceptual plant is provided in Figure 17-1.

The processing facilities would include: • Three-stage crushing • Grinding and classification • Bulk (i.e., copper plus molybdenum) rougher flotation • Bulk concentrate regrinding • Three stages of bulk concentrate cleaner flotation • Concentrate thickening • Selective flotation to produce copper and molybdenum flotation concentrates • Copper and molybdenum concentrate thickening and filter • Tailings thickening and deposition • Reagents and plant services

CRUSHING

Material would be delivered to the plant from the mine by haul trucks. The trucks would directly dump the material into the primary gyratory crusher onto a run of mine (ROM) stockpile. The discharge from the crusher would be conveyed to a coarse crushed material stockpile. Feeders would remove the primary crushed material from the stockpile and discharge it onto conveyors that would deposit into a secondary crusher feed bin.

Feeders would remove the material from the secondary crusher feed bin and discharge it onto the vibrating secondary screens. Oversize from the screens would be fed to secondary cone crushers and undersize from the screens would discharge onto the crusher discharge conveyor. The crusher discharge conveyor would transfer the crushed material onto the tertiary crushing feed conveyor.

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From the feed conveyor, the material is fed to the vibrating tertiary screens. Oversize from the tertiary screens will discharge into tertiary cone crushers. Discharge from the tertiary crushers also drop onto the crusher discharge conveyor so it is transferred onto the tertiary crushing feed conveyor. Oversize from the tertiary screens is the final product from the crushing circuit. It is conveyed to the fine crushed material stockpile.

GRINDING AND CLASSIFICATION

Crushed material would be removed from the fine crushed material stockpile by feeders and placed on the mill feed conveyors. The mill feed conveyors discharge into one of two ball mills that are designed to operate in parallel as identical circuits. The feed is mixed with water to produce a slurry. The particle size of the solids is reduced by the impacts of grinding balls with the slurry, balls, and mill liners. Slurry discharges from the mills into a sump. From the sump, the slurry is pumped to hydrocyclones for classification. Cyclone undersize flows by gravity into the ball mill for additional grinding to meet the target particle size. The cyclone overflow slurry is the final product from the grinding circuit. For Pukaqaqa, the target grind size is 80% passing (P80) 125 µm. The copper-molybdenum collectors that are needed in the flotation circuit (A-3894 and potassium amyl xanthate (PAX) are added to the grinding circuit.

BULK ROUGHER FLOTATION

The ground slurry is fed to the bulk rougher flotation circuit. Additional reagents (e.g., methyl isobutyl carbinol (MIBC) frother) are added to the slurry to initiate the flotation process. The tailings from the bulk rougher flotation circuit are the final tailings from the plant. The bulk rougher flotation concentrate is recovered and advanced for further processing.

BULK CONCENTRATE REGRIND

Concentrate from the bulk rougher flotation circuit is pumped to the vertical mills (verti-mills) feed sump. Two verti-mills are operated in parallel for regrinding. From the sump, the slurry is pumped to the cyclone cluster. Underflow from the cyclones is returned to the sump where it is pumped to the verti-mills for further grinding. Overflow from the cyclones is the final product from the re-grind circuit with a target particle size of P80 45 µm. Lime slurry is also added to the regrind circuit to adjust the pH for the cleaner flotation circuits.

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BULK CLEANER FLOTATION CIRCUIT

The reground slurry is fed to the first bulk cleaner flotation circuit. The slurry flows by gravity to the first bulk cleaner flotation cells. Tailings from the first cleaner flotation circuit are fed to the first cleaner scavenger flotation circuit. Tailings from the first cleaner scavenger flotation circuit and combined with the bulk rougher flotation tailings as final tailings from the plant. Concentrate from the first cleaner scavenger flotation circuit are returned to the verti-mill feed sump in order to confirm that they are reground to the optimum particle size.

Concentrate from the first bulk cleaner flotation circuit advances to the second bulk cleaner flotation circuit. Tailings from the second bulk cleaner flotation circuit are also returned to the regrind circuit to ensure that they have been reground to the optimum particle size. Concentrate from the second bulk cleaner flotation circuit is advanced to the third cleaner flotation circuit.

SELECTIVE FLOTATION CIRCUIT

In the third cleaner flotation circuit, the copper and molybdenum are separated to produce two separate concentrates. The pH is reduced using sulphuric acid and the copper minerals are depressed using sodium hydrosulphide (NaSH) in a nitrogen atmosphere. Diesel fuel is added to promote molybdenite as the flotation concentrate. The tailings from the selective flotation circuit is the copper concentrate.

CONCENTRATE THICKENING AND FILTERING

The copper concentrate is pumped to a thickener where flocculent is added to enhance the settling characteristics of the solids. The water that overflows from the thickener is collected and reused in the processing plant. The thickener underflow has a design thickener underflow density of 60% solids by weight. The thickener underflow slurry is pumped to two continuous vacuum filter disk filters to reduce the moisture content. The copper concentrate is stored in bulk and transported as bulk concentrate in trucks

The molybdenum concentrate is sent to a similar but much smaller circuit since it is a much smaller mass of concentrate than the copper. It is packaged in drums for shipment.

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TAILINGS

The tailings from the processing plant would be dewatered in a thickener and pumped to the tailings storage area (TSA). Water that accumulates in the TSA would be reclaimed and pumped back to the processing plant for reuse.

REAGENTS AND PLANT SERVICES

The conceptual plant design would include storage and mixing facilities for all of the required reagents as well as water management systems, including fresh, process, and reclaim water. It would also include compressed and instrument air systems.

VM Holding S.A. – Pukaqaqa Project, Project #2783 Technical Report NI 43-101 – August 4, 2017 Page 17-4 Primary Flotation Crushing Bulk Thickening Flotation and Depositiry ROM Ore Tailings From Mine

High Rate Thickener Gyratory Water Recovery Crusher

1st Cleaner Scavenger Vertical 1st Flotation Regrind Water Recovery Mill Cleaner Flotation

Coarse Ore Stockpile 2nd Copper Cleaner Molydenum Flotation Tailings Seperator Storage Secondary and Tertiary Crushing 17-5 Copper Molydenum Thickener Thickener Water Recovery

Concentrate Standard Short Head Copper Molydenum Cone Crushers Cone Crushers Disk Filter Disk Filter Thickening and Filtering Copper Molydenum Concentrate Concentrate Stockpile Stockpile Fine Ore Concentrate Stockpile to Port

Figure 17-1

www.rpacan.com Ball Mill VM Holding S.A.

Pukaqaqa Project Huancavelica Region, Peru Conceptual Process Flowsheet

August 2017 Source: Milpo, 2017. www.rpacan.com

18 PROJECT INFRASTRUCTURE

As discussed in Section 16, various studies have occurred in the past that envisage Pukaqaqa being developed into an open pit mine, at various production throughputs. The Project is currently being envisaged as an open pit mine with an on-site process plant with a throughput capacity of 30,000 tpd. To support this operation, the following infrastructure is required: • Main access road • Internal roads • Mining roads • Flotation concentrator and ancillary facilities • Fresh water services • Process water system • Plant and compressed air • Electrical transmission line • Internal electrical distribution • Tailings management facility • Water management facilities • Personnel camp • Maintenance shop

SITE ROADS

The site is currently accessed by two separate roads. The first access road departs Regional Road 3A connecting the cities of Izcuchaca, and Huancavelica. This site access road passes through the community of Tinyacclla, and enters the deposit from the north. The second site access road enters the deposit from the south. This road connects to Regional Road 3A on the western extent of the city of Huancavelica. As part of the ongoing development of the Pukaqaqa deposit, Milpo will be examining the optimal site access route. It is envisaged that some upgrades will be necessary to either access road for the transportation of large machinery and equipment.

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ELECTRICAL TRANSMISSION LINE

Various studies have been completed examining possible transmission lines for bringing power to the deposit. It is currently envisaged that a transmission line will be built from a substation in Huancavelica to the deposit. The capacity of the transmission line will depend on the ultimate size of mining and processing operations.

WATER SYSTEMS

It is currently envisaged that the site could meet its water requirements using the existing watershed as source water. The company would make every reasonable effort to minimize the amount of water utilized in the mining and processing operations, and recycling of water would occur where possible.

SITE FACILITIES – WAREHOUSE, ADMINISTRATION, CAMP, MAINTENANCE SHOP

Pukaqaqa is currently envisaged as being developed into an open pit mine with an on-site processing facility. The usual support facilities would need to be built, including a warehouse and storage facility, maintenance shop, administration building with dry facilities, and housing facilities.

The maintenance shop would be situated close the pit rim, and would be capable of performing maintenance duties for the full suite of open-pit mining equipment, including trucks, shovels, and support equipment.

There are two conceptual options for housing personnel at Pukaqaqa. The first option is to rely on personnel travelling to and from the city of Huancavelica or other neighbouring towns and cities daily. As mentioned previously, the deposit is located within close proximity to the city of Huancavelica. The city of Huancavelica has some mining history, and a population of approximately 40,000 people. The second option is to build an on-site camp facility, with employees working a rotational schedule. There are advantages and disadvantages to either option, and RPA recommends that Milpo study this in further detail.

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TAILINGS MANAGEMENT FACILITY

When the deposit is developed, a tailings management facility will be required. The method of tailings deposition requires further study.

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19 MARKET STUDIES AND CONTRACTS

MARKETS

It is currently envisaged that two saleable products would be produced from Pukaqaqa, a copper concentrate and a molybdenum concentrate. These concentrates would be marketed to smelters or third-parties, for treatment around the world. RPA recommends that Milpo conduct a marketing study that examines potential options for receiving the concentrates. This study should include estimating the level impurities, examining transportation options and costs, and comparing payable terms and treatment and refining charges to identify the optimal outcome.

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20 ENVIRONMENTAL STUDIES, PERMITTING, AND SOCIAL OR COMMUNITY IMPACT

ENVIRONMENTAL AND SOCIAL SETTING

The Project is located in the Huando and Ascensión districts, Huancavelica Province and Huancavelica Region about 250 km southeast of Lima and about 11 km northeast of the city of Huancavelica.

The climate is typical for the Andes Mountains: very cold, pronounced and dry winters. Winters typically last from December to April. During the rainy season, the Chiuruco Valley provides sufficient water to support local populations, farming, and mining activities.

An Environmental Impact Assessment (EIA), dated July 2012, was prepared for the project. The Project Description and the Impact Assessment components were available for the preparation of this Chapter. In addition, the following EIA components were provided: • Effluent Management Plan • Waste Management Plan • Closure Plan • Environmental Management Plan

As is common practice, the EIA considered effects on the physical, biological, and social environmental environment during all project phases with the aim of determining if the project would have any significant impacts, with mitigation measures applied. The EIA concluded that the project is not anticipated to have significant residual impacts.

It should be noted that the Project will have effects on the use of water and lands by the local communities. To this extent the EIA commits the proponent to providing sufficient water for local uses and to relocate farms affected by the loss of land.

PROJECT PERMITTING

Environmental permits for exploration were approved in 2011 and 2012. Other permits to support exploration activities, such as water use permits, have also been issued.

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As described above, several components of the EIA dated July 2012 were provided. The EIA was approved in March 2015. The Mine Closure Plan was submitted in March 2016 and it is still under evaluation by the authorities.

MINE CLOSURE REQUIREMENTS

A conceptual closure plan was prepared as part of the EIA and a full Closure Plan was submitted for approval in 2016. It is currently undergoing review by the competent authorities.

The main objectives of this plan is to minimize the effects on the environment during the closure and post closure phases. To this end, where possible, infrastructure such as buildings, pipelines, roads, etc., will be progressively removed. Remaining mine rock and tailings management facilities will be closed to achieve long term chemical and physical stability. Access to the open pit will be prevented by establishing a rock fence around the pit perimeter and the open pit will be allowed to flood. The plan also includes long-term monitoring of the site post closure.

KEY ISSUES AND RECOMMENDATIONS FOR FUTURE WORK

Based on the information reviewed and the project knowledge obtained throughout this review, the following key issues have been identified:

• Due to the fact that the ore is sulfidic, it is recommended that geochemical investigation studies are carried out with the aim of identifying if the Project has a potential of generating acid as well as the potential for metal leaching. A detailed plan describing ARD and ML prevention/management should be developed.

• An ecological and human health risk assessment should be carried out, with the aim of identifying if effects on water quality, air quality, and noise combined with local uses of the areas have the potential of effect the health of local wildlife, feedstock and/or the local population.

• Site closure will require large amounts of soil. A closure concept including a soils balance should be developed with the aim of ensuring that the required amounts of soils will be available to support closure activities.

• The project will impact the lands of the Pueblo Libre village and some resettlement will be required. Resettlement in isolated and low income areas can lead to significant social impacts. It is therefore suggested that a detailed and International Finance

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Corporation (IFC) Resettlement Action Plan be developed and implemented during subsequent planning stages, if required.

• Historically, closure of mine sites has the potential to result in significant economic impacts. To avoid these impacts a detailed social management plan should be developed, which includes ongoing consultation, training and planning of workers and local community members, with the aim of mitigating the economic and social effects of mine closure.

• Mining activities in mountainous regions of Peru often lead to effects on water supply for local households and communities. A detailed water balance and water management plan should be developed for the Project, with the aim of preventing any significant impacts on water supply to local users.

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21 CAPITAL AND OPERATING COSTS

This section is not applicable.

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22 ECONOMIC ANALYSIS

This section is not applicable.

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23 ADJACENT PROPERTIES

The Project is contiguous with claims held by various companies and individuals. None of the adjoining properties host mineralized zones comparable to the Project. One deposit (Martha Mine) and one prospect (Antoro Sur) are located within a 20 km long northwest trending belt of Cu-Au and Zn-Pb prospects that includes the Pukaqaqa Property. RPA has not relied upon any information from the adjoining properties in the writing of this report.

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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

RPA has the following conclusions.

GEOLOGY AND MINERAL RESOURCES • The Pukaqaqa deposit is hosted within the thick carbonate marine sequences of the Pucara Group (Triassic-Jurassic), with the Jurassic Condorsinga Formation hosting the exoskarn. The copper-gold primary mineralization at Pukaqaqa is related to skarn development within a sub-volcanic intrusive and adjacent to an intrusive/carbonate contact (Gaby and Monica Breccias). The margins of the intrusive are sheared and brecciated and the exoskarn-endoskarn-intrusive system is dated at approximately 5.0 Ma to 7.3 Ma.

• Measured Mineral Resources are estimated to total 107.3 Mt averaging 0.43% Cu. Indicated Mineral Resources are estimated to total 201.7 Mt averaging 0.39% Cu. Inferred Mineral Resources are estimated to total 40.1 Mt averaging 0.34% Cu.

• Drill core logging, sampling, sample preparation, and analytical procedures meet industry standards, and results of the VMH QA/QC program are appropriate.

• The drill hole database has been maintained to a reasonable standard and is suitable to support Mineral Resource estimation.

MINING • At present, the Project is envisaged as an open pit operation. Various studies undertaken in the past have considered a number of different production scenarios and VMH is presently evaluating the potential scale of the operation.

METALLURGY AND MINERAL PROCESSING • Sixteen composite samples were used in seven phases of test work. Fifteen of the samples had higher grades than the grades of the material that will potentially be processed.

• The results of the metallurgical test work indicate that the recovery estimates used as the basis of this Mineral Resource estimate are reasonable although there is some concern about the high grades of a number of the samples that were used for testing.

• The predominant copper mineral is chalcopyrite, although some of the metallurgical samples contained some secondary copper minerals and oxide copper minerals that do not respond as well as chalcopyrite to sulphide flotation. The samples that were tested included secondary copper and oxide copper minerals.

• The predominant molybdenum mineral is molybdenite that responds well to sulphide flotation.

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• The conceptual design for the processing facilities is being advanced to match the type of mineralization and to be consistent with the results of the future metallurgical testing.

ENVIRONMENTAL AND SOCIAL CONSIDERATIONS • An EIA, dated July 2012, was prepared for the Project. The EIA concluded that the Project is not anticipated to have significant residual impacts.

• The Project will have effects on the use of water and lands by the local communities. To this extent the EIA commits the proponent to providing sufficient water for local uses and to relocate farms affected by the loss of land.

• A conceptual closure plan indicates possible infrastructure such as buildings, pipelines, roads, etc., being progressively removed, with remaining mine rock and tailings management facilities to be closed out such that they will be chemically and physically stable on a long term basis. Access to the open pit will be prevented by establishing a rock fence around the pit perimeter and the open pit will be allowed to flood. The plan also includes long-term monitoring of the site post closure.

• Agreements for the use of Surface Lands with the Pueblo Libre peasant community. This agreement establishes the number of drillings that are permitted.

• There are no agreements with other communities that surround the Project. Agreements are expected to be closed by November 2017.

• With the purpose of operating in harmony, the Community Relations Engagement Plan includes interaction with local authorities, community leaders, and community-based organizations.

• There is a Citizen Participatory Office where people can share their concerns and interests about the Project. This is the main means by which local stakeholders interact with the Project personnel.

• There are no Indigenous People, according to the Ministry of Culture.

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26 RECOMMENDATIONS

RPA has the following recommendations.

GEOLOGY AND MINERAL RESOURCES • Unsampled assay intervals should be treated as zero grade.

• The minimum number of samples per drill hole should be increased in future resource estimates.

• Further refinement of block classification to remove isolated blocks and improve continuity is recommended. RPA also recommends that VMH reconsider the second criteria for Indicated Mineral Resource classification since it does not appear to have any appreciable effect.

MINE PLANNING AND ENGINEERING • Carry out pit optimizations, mine designs, and production schedules once metallurgical test work confirms the metallurgical variability assumptions and deleterious elements (such as As) to a greater degree of certainty.

METALLURGY AND MINERAL PROCESSING • A number of variability samples should be collected from throughout the deposit and tested to evaluate the impacts of grade and varying mineralogy on the metallurgical performance. The optimized flotation conditions that have been developed over the past 15 plus years should be used as the basis of the testing. Variability samples that are spatially representative of the deposit should include multiple samples that have copper concentrations that are approximately equal to the cut-off grade in order to confirm whether there is a relationship between plant feed grade and recovery or plant feed grade and concentrate grade.

• The areas of the deposit that contain concentrations of secondary copper minerals and oxide copper minerals should be clearly delineated and the relationship between their presence and metallurgical performance should be evaluated and well understood.

• Conceptual design for the envisaged plant is in progress. Once the metallurgy is more fully understood, including the metallurgical variability over the life of mine (LOM), a plant design that is consistent with the test work results should be completed.

ENVIRONMENTAL AND SOCIAL CONSIDERATIONS • Since the mineralization is sulphidic, it is recommended that geochemical investigations studies be carried out with the aim of identifying if the Project has a potential of generating acid as well as the potential for metal leaching (ML). A detailed

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plan describing acid rock drainage (ARD) and ML prevention/management should be developed.

• An ecological and human health risk assessment should be carried out, with the aim of identifying if effects on water quality, air quality, and noise combined with local uses of the areas have the potential of affecting the health of local wildlife, feedstock, and/or the local population.

• Site closure will require large amounts of soil. A closure concept including a soils balance should be developed with the aim of ensuring that the required amounts of soils will be available to support closure activities.

• The Project will impact the lands of the Pueblo Libre village and some resettlement will be required. Resettlement in isolated and low income areas can lead to significant social impacts. It is therefore suggested that a detailed and International Finance Corporation (IFC) Resettlement Action Plan be developed and implemented during subsequent planning stages, if required.

• A detailed social management plan should be developed, which includes ongoing consultation, training and planning of workers and local community members, with the aim of mitigating the economic and social effects of mine closure.

• A detailed water balance and water management plan should be developed for the Project, with the aim of preventing any significant impacts on water supply to local users.

PROPOSED PROGRAM AND BUDGET VMH has a limited budget for the Pukaqaqa Project in 2017 of US$0.6 M, principally to be spent in order to maintain the environmental and social licences in good standing. In 2018, Milpo intends to spend approximately US$8.4 M. The work will consist primarily of infill and exploration drilling, metallurgical test work, and engineering studies including a PFS. This work will ensure the good standing of the existing environmental and social licences and advance the Project.

Details of the recommended program can be found in Table 26-1.

TABLE 26-1 PROPOSED BUDGET – PHASE I VM Holding S.A. – Pukaqaqa Project

Item US$ M FEL-2 Study 2.3 Drilling (Metallurgical, Geotechnical, Hydrogeological) 4.9 16,530m Environmental Studies 0.4 Social Studies 0.4 Commercial Studies and Camps 0.2 Total 8.4

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27 REFERENCES

Atherton, M.P., Pitcher, W.S., and Warden, V., 1983; The Mesozoic marginal basin of Central Peru. Nature, Vol. 305, pp 303-305.

Benavides-Cãceres, V.E., 1999: Orogenic evolution of the Peruvian Andes; the Andean Cycle, Andes In Geology and Ore Deposits of the Central Andes, B.J. Skinner, Ed., Society of Economic Geologists, Special Publication Number 7, pp. 61-107.

BISA, 2010, Informe de Ensayo por Microsopia Óptica y Estudio por Microscopia Electrónica de Barrido, prepared for CIMM Peru S.A., May 10, 2010.

BISA, 2010, Informe de Ensayo Análisis Mineralógico por Microsopia Óptica y Estudios por Microscopia Electrónica de Dos Muestras Tamizadas, prepared for CIMM Peru S.A., August 12, 2010.

BISA, 2011, Informe de Ensayo Suplementario Análisis Mineralógico por Microsopia Óptica, Análisis de Minerales Arcillosos por Difracción de Rayos X y Estudio por Microscopia Electrónica de Barrido de Cinco Muestras, prepared for CIMM Peru S.A., January 3, 2011.

BISA, 2011, Informe de Ensayo Análisis Mineralógico por Microsopia Óptica, Estudio por Microscopia Electrónica de Barrido y Análisis Quìmico por Fluorescencia de Rayo X, prepared for CIMM Peru S.A., January 3, 2011.

Certimin, 2014, Informe Metalúrgico Pruebas Metalurgicas a Nivel de Planta Piloto para Minerales de Cobre, prepared for Compañia Minera Milpo S.A.A., December 2014.

Certimin, 2015, Informe Metalúrgico Pruebas Metalurgicas a Nivel de Planta Piloto para Minerales de Cobre, prepared for Compañia Minera Milpo S.A.A., January 2015.

Certimin, 2015, Informe Metalúrgico Rev-01 Pruebas Metalurgicas a Nivel de Planta Piloto para Minerales de Cobre, prepared for Compañia Minera Milpo S.A.A., January 2015.

Certimin, 2015, Informe Metalúrgico a Nivel de Planta Piloto para Minerales Polimetálicos, prepared for Compañia Minera Milpo S.A., May 2015.

Certimin, 2015, Informe Metalúrgico Pruebas Metalúrgicas a Nivel Laboratorio y Planta Piloto para Minerales Polimetálicos, prepared for Compañia Minera Milpo S.A., May 2015.

Chapi Laboratorio S.A.C., 2007. Pruebas Metalurgicas Proyecto Pukaqaqa, August 2007.

CIMM Peru S.A., 2011, Pruebas Metalurgicas Mineral Cobre Proyecto Pukaqaqa, prepared for SNC-Lavalin Peru S.A., April 2011.

CIMM Peru S.A., 2011, Pruebas Metalurgicas Mineral Cobre Proyecto Pukaqaqa, prepared for SNC-Lavalin Peru S.A., July 2011.

CIMM Peru S.A., 2011, Informe Metalurgico Muestra Prim Pruebas Metalurgicas Mineral Cobre Proyecto Pukaqaqa, prepared for Milpo Peru S.A., July 2011.

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CIMM Peru S.A., 2011, Informe Metalurgico Final Pruebas Metalurgicas Mineral Cobre Proyecto Pukaqaqa, prepared for Milpo Peru S.A., July 2011.

Clark, A.H., Farrar, E., Kontak, D.J., Langridge, R.J., Arena, F., Francem L.J., McBride, S.L., Woodman, P.L., Wasteneys, H.A., Sandeman, H.A. and Archibald, D.A., 1990: Geologic and Geochronological Constraints on the Metallogenic Evolution of the Andes of Southern Peru. Econ. Geo., Vol. 85, pp. 1520‐1583.

Dawson, K.M., Sangster, D.F., Gross, G.A., Kirkham, R.V., and Sinclair, W.D., 1984: Skarn Deposits – Tungsten, Zinc-Lead-Silver, Iron, Copper; in Canadian Mineral Deposit Types: A Geological Synopsis. Geological Survey of Canada, Economic Geology Report 36, pp 55-58.

Einaudi, M.T., Meinert, L.D., and Newberry, R.F., 1991: Skarn Deposits in Economic Geology Seventy-Fifth Anniversary Volume, Economic Geology Publishing Co., pp. 317-391.

Engler, A., 2009: The Geology of South America. Geology Vol. IV, pp. 374-405.

Espada, E., 2000: Pukaqaqa Project (Huancavelica, Central Peru) Exploration Summary Report for Year One. An unpublished report prepared by Rio Tinto Mining and Exploration Limited.

Meinert, L.D., 1993: Skarns and skarn deposits; in Ore Deposit Models, Volume II, Geological Association of Canada Reprint Series 6, pp. 117-134.

Petersen, U., 1999: Magmatic and metallogenic evolution of the Central Andes In Geology and Ore Deposits of the Central Andes, B.J. Skinner, Ed., Society of Economic Geologists, Special Publication Number 7, pp. 109-154.

Reddy, D., Hinostroza, J., and Calquhoun, W., 2006: Technical Report on the Pukaqaqa Property, Department of Huancavelica, Peru. A technical report prepared for Tiomin Resources Inc. by AMEC Americas Limited.

Reddy, D., Speirs, G., Colquhoun, W., Barmes, T., and Samis, M., 2006: Technical Report and Preliminary Assessment of the Pukaqaqa Property, Department of Huancavelica, Peru. A technical report prepared for Tiomin Resources Inc. by AMEC Americas Limited.

Rogers, M.C., Thurston, P.C., Fyon, J.A., Kelly, R.I., and Breaks, F.W., 1995: Descriptive Mineral Deposits of Metallic and Industrial Deposit Types and Related Mineral Assessment Criteria. Ontario Geological Survey, Open File Report 5916, pp. 107-115.

Saucier, G., and Jean, R., 2010: Readdressed Technical Report on the Mineral Estimation of the Pukaqaqa Project, Peru. A technical report prepared for Tiomin Resources Inc. by Met-Chem Canada Inc.

Saucier, G., 2007: Technical Report on the Mineral Resource Estimate of the Pukaqaqa Project, Peru. A technical report prepared for Tiomin Resources Inc. by Met-Chem Canada Inc.

SNC-Lavalin, 2012, Proyecto Pukaqaqa 30,000 t/d Estudio de Factibilidad, prepared for Compañia Minera Milpo S.A., 2012.

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28 DATE AND SIGNATURE PAGE

This report titled “Technical Report on the Pukaqaqa Project, Huancavelica Region, Peru”, and dated August 4, 2017 was prepared and signed by the following authors:

(Signed and Sealed) “José Texidor Carlsson”

Dated at Toronto, ON August 4, 2017 José Texidor Carlsson, P.Geo. Senior Geologist

(Signed and Sealed) “Katharine M. Masun”

Dated at Toronto, ON August 4, 2017 Katharine Masun, P.Geo. Senior Geologist

(Signed and Sealed) “David M. Robson” Dated at Toronto, ON August 4, 2017 David M. Robson, P.Eng., M.B.A. Senior Mine Engineer

(Signed and Sealed) “Kathleen Ann Altman” Dated at Toronto, ON August 4, 2017 Kathleen Ann Altman, P.E., PhD. Principal Metallurgist

(Signed and Sealed) “Stephan Theban” Dated at Toronto, ON August 4, 2017 Stephan Theben, Dipl.-Ing. Associate Environmental Specialist

VM Holding S.A. – Pukaqaqa Project, Project #2783 Technical Report NI 43-101 – August 4, 2017 Page 28-1 www.rpacan.com

29 CERTIFICATE OF QUALIFIED PERSON

JOSÉ TEXIDOR CARLSSON I, José Texidor Carlsson, P.Geo., as an author of this report entitled “Technical Report on the Pukaqaqa Project, Huancavelica Region, Peru”, prepared for VM Holding S.A. and dated August 4, 2017, do hereby certify that:

1. I am Senior Geologist with Roscoe Postle Associates Inc. of Suite 501, 55 University Ave Toronto, ON, M5J 2H7.

2. I am a graduate of University of Surrey, United Kingdom, in 1998 with a Master of Engineering, Electronic and Electrical degree and Acadia University, Nova Scotia, in 2007 with an M.Sc. degree in Geology.

3. I am registered as a Professional Geologist in the Province of Ontario (Reg.#2143). I have worked as a geologist for a total of 10 years since my graduation. My relevant experience for the purpose of the Technical Report is: • Mineral Resource estimation and NI 43-101 reporting • Supervision of exploration properties and active mines in Canada, Mexico, and South America • Experienced user of geological and resource modelling software

4. I have read the definition of "qualified person" set out in National Instrument 43-101 (NI 43- 101) and certify that by reason of my education, affiliation with a professional association (as defined in NI 43-101) and past relevant work experience, I fulfill the requirements to be a "qualified person" for the purposes of NI 43-101.

5. I visited the Pukaqaqa Project from June 14 to June 15, 2017.

6. I am responsible for Sections 4 to 10, and share responsibility with my co-authors for Sections 1, 2, 3, 11, 12, 14, 23, 25, 26, and 27 of the Technical Report.

7. I am independent of the Issuer applying the test set out in Section 1.5 of NI 43-101.

8. I have had no prior involvement with the property that is the subject of the Technical Report.

9. I have read NI 43-101, and the Technical Report has been prepared in compliance with NI 43-101 and Form 43-101F1.

10. At the effective date of the Technical Report, to the best of my knowledge, information, and belief, the Technical Report contains all scientific and technical information that is required to be disclosed to make the Technical Report not misleading.

Dated 4th day of August, 2017

(Signed and Sealed) “José Texidor Carlsson”

José Texidor Carlsson, P.Geo.

VM Holding S.A. – Pukaqaqa Project, Project #2783 Technical Report NI 43-101 – August 4, 2017 Page 29-1 www.rpacan.com

KATHARINE M. MASUN I, Katharine M. Masun, P.Geo., as an author of this report entitled “Technical Report on the Pukaqaqa Project, Huancavelica Region, Peru”, prepared for VM Holding S.A. and dated August 4, 2017, do hereby certify that:

1. I am a Senior Geologist with Roscoe Postle Associates Inc. of Suite 501, 55 University Ave Toronto, ON, M5J 2H7.

2. I am a graduate of Lakehead University, Thunder Bay, Ontario, Canada, in 1997 with an Honours Bachelor of Science degree in Geology and in 1999 with a Master of Science degree in Geology. I am also a graduate Ryerson University in Toronto, Ontario, Canada, in 2010 with a Master of Spatial Analysis.

3. I am registered as a Professional Geologist in the Province of Ontario (Reg. #1583). I have worked as a geologist for a total of 17 years since my graduation. My relevant experience for the purpose of the Technical Report is: • Review and report as a professional geologist on many mining and exploration projects around the world for due diligence and regulatory requirements • Project Geologist on numerous field and drilling programs in North America, South America, Asia, and Australia • Experience with Gemcom block modelling

4. I have read the definition of "qualified person" set out in National Instrument 43-101 (NI 43- 101) and certify that by reason of my education, affiliation with a professional association (as defined in NI 43-101) and past relevant work experience, I fulfill the requirements to be a "qualified person" for the purposes of NI 43-101.

5. I did not visit the Project.

6. I am responsible for Section 14, and share responsibility with my co-authors for Sections 1, 2, 3, 25, 26, and 27 of the Technical Report.

7. I am independent of the Issuer applying the test set out in Section 1.5 of NI 43-101.

8. I have had no prior involvement with the property that is the subject of the Technical Report.

9. I have read NI 43-101, and the Technical Report has been prepared in compliance with NI 43-101 and Form 43-101F1.

10. At the effective date of the Technical Report, to the best of my knowledge, information, and belief, the Technical Report contains all scientific and technical information that is required to be disclosed to make the Technical Report not misleading.

Dated 4th day of August, 2017

(Signed and Sealed) “Katharine M. Masun”

Katharine M. Masun, M.Sc., MSA, P.Geo.

VM Holding S.A. – Pukaqaqa Project, Project #2783 Technical Report NI 43-101 – August 4, 2017 Page 29-2 www.rpacan.com

DAVID M. ROBSON I, David M. Robson, P.Eng., M.B.A., as an author of this report entitled “Technical Report on the Pukaqaqa Project, Huancavelica Region, Peru”, prepared for VM Holding S.A. and dated August 4, 2017, do hereby certify that:

1. I am a Senior Mining Engineer with Roscoe Postle Associates Inc. of Suite 501, 55 University Ave Toronto, ON, M5J 2H7.

2. I am a graduate of Queen’s University in 2005 with a B.Sc.(Honours) in Mining Engineering and Schulich School of Business, York University, in 2014 with an MBA degree.

3. I am registered as a Professional Engineer in the Province of Saskatchewan (Reg. #13601). I have worked as a mining engineer for a total of 12 years since my graduation. My relevant experience for the purpose of the Technical Report is: • Mine design and scheduling at uranium, industrial minerals, and base metals operations in Canada and Europe. • Financial analysis, cost estimation, and budgeting. • Experienced user of Vulcan, VentSim, AutoCAD, and Deswik.

4. I have read the definition of "qualified person" set out in National Instrument 43-101 (NI 43- 101) and certify that by reason of my education, affiliation with a professional association (as defined in NI 43-101) and past relevant work experience, I fulfill the requirements to be a "qualified person" for the purposes of NI 43-101.

5. I visited the Pukaqaqa Project from June 14 to June 15, 2017.

6. I am responsible for preparation of Sections 15, 16, 18, 19, 21, 22, and share responsibility with my co-authors for Sections 1, 2, 3, 25, 26, and 27 of the Technical Report.

7. I am independent of the Issuer applying the test set out in Section 1.5 of NI 43-101.

8. I have had no prior involvement with the property that is the subject of the Technical Report.

9. I have read NI 43-101, and the Technical Report has been prepared in compliance with NI 43-101 and Form 43-101F1.

10. At the effective date of the Technical Report, to the best of my knowledge, information, and belief, the Technical Report contains all scientific and technical information that is required to be disclosed to make the Technical Report not misleading.

Dated 4th day of August, 2017

(Signed and Sealed) “David M. Robson”

David M. Robson, P.Eng., M.B.A.

VM Holding S.A. – Pukaqaqa Project, Project #2783 Technical Report NI 43-101 – August 4, 2017 Page 29-3 www.rpacan.com

KATHLEEN ANN ALTMAN I Kathleen Ann Altman, P.E., as an author of this report entitled “Technical Report on the Pukaqaqa Project, Huancavelica Region, Peru”, prepared for VM Holding S.A. and dated August 4, 2017, do hereby certify that:

1. I am Principal Metallurgist and Director, Mineral Processing and Metallurgy with RPA (USA) Ltd. of Suite 505, 143 Union Boulevard, Lakewood, Co., USA 80228.

2. I am a graduate of the Colorado School of Mines in 1980 with a B.S. in Metallurgical Engineering. I am a graduate of the University of Nevada, Reno Mackay School of Mines with an M.S. in Metallurgical Engineering in 1994 and a Ph.D. in Metallurgical Engineering in 1999.

3. I am registered as a Professional Engineer in the State of Colorado (Reg. #37556) and a Qualified Professional Member of the Mining and Metallurgical Society of America (Member #01321QP). I have worked as a metallurgical engineer for a total of 34 years since my graduation. My relevant experience for the purpose of the Technical Report is: • Review and report as a metallurgical consultant on numerous mining operations and projects around the world for due diligence and regulatory requirements. • I have worked for operating companies, including the Climax Molybdenum Company, Barrick Goldstrike, and FMC Gold in a series of positions of increasing responsibility. • I have worked as a consulting engineer on mining projects for approximately 15 years in roles such a process engineer, process manager, project engineer, area manager, study manager, and project manager. Projects have included scoping, prefeasibility and feasibility studies, basic engineering, detailed engineering and start-up and commissioning of new projects. • I was the Newmont Professor for Extractive Mineral Process Engineering in the Mining Engineering Department of the Mackay School of Earth Sciences and Engineering at the University of Nevada, Reno from 2005 to 2009.

4. I have read the definition of "qualified person" set out in National Instrument 43-101 (NI 43- 101) and certify that by reason of my education, affiliation with a professional association (as defined in NI 43-101) and past relevant work experience, I fulfill the requirements to be a "qualified person" for the purposes of NI 43-101.

5. I did not visit the Project.

6. I am responsible for Sections 13 and 17, and share responsibility with my co-author for Sections 1, 2, 3, 25, 26, and 27 of the Technical Report.

7. I am independent of the Issuer applying the test set out in Section 1.5 of NI 43-101.

8. I have had no prior involvement with the property that is the subject of the Technical Report.

9. I have read NI 43-101, and the Technical Report has been prepared in compliance with NI 43-101 and Form 43-101F1.

VM Holding S.A. – Pukaqaqa Project, Project #2783 Technical Report NI 43-101 – August 4, 2017 Page 29-4 www.rpacan.com

10. At the effective date of the Technical Report, to the best of my knowledge, information, and belief, the Technical Report contains all scientific and technical information that is required to be disclosed to make the Technical Report not misleading.

Dated this 4th day of August, 2017

(Signed and Sealed) “Kathleen Ann Altman”

Kathleen Ann Altman, P.E.

VM Holding S.A. – Pukaqaqa Project, Project #2783 Technical Report NI 43-101 – August 4, 2017 Page 29-5 www.rpacan.com

STEPHAN H. THEBEN I, Stephan H. Theben, Dipl.-Ing., as an author of this report entitled “Technical Report on the Pukaqaqa Project, Huancavelica Region, Peru”, prepared for VM Holding S.A. and dated August 4, 2017, do hereby certify that:

1. I am Mining Sector Lead and Managing Principal with SLR Consulting at 36 King Street East, 4th floor, Toronto, M5C1E5.

2. I am a graduate of RWTH Aachen Technical University in 1997 with a Mining Engineering Degree. I also passed the State Exam for Mining Engineering in 2000.

3. I am registered as a Professional Member with the Society for Mining, Metallurgy and Exploration (Membership # 04231099). I have worked as a mining environmental professional for a total of 19 years since my graduation. My relevant experience for the purpose of the Technical Report is: • Responsible for the preparation and success approval of several Environmental Impact Assessment Reports • Responsible for environmental aspects of mine permitting for several projects • Responsible for the environmental and geotechnical components of several PEA, PFS and FS studies • Experience if reviewing and auditing environmental and permitting data for a multitude of projects • Work as a government official in Germany and as a technical expert for the European Union in the area of mine permitting.

4. I have read the definition of "qualified person" set out in National Instrument 43-101 (NI 43- 101) and certify that by reason of my education, affiliation with a professional association (as defined in NI 43-101) and past relevant work experience, I fulfill the requirements to be a "qualified person" for the purposes of NI 43-101.

5. I did not visit the Project.

6. I am responsible for Section 20 of the Technical Report, and share responsibility with my co-authors for Section 1, 2, 3, 25, 26, and 27.

7. I am independent of the Issuer applying the test set out in Section 1.5 of NI 43-101.

8. I have had no prior involvement with the property that is the subject of the Technical Report.

9. I have read NI 43-101, and the Technical Report has been prepared in compliance with NI 43-101 and Form 43-101F1.

10. At the effective date of the Technical Report, to the best of my knowledge, information, and belief, Section 20 and portions of Sections 1, 2, 3, 25, and 26 of the Technical Report for which I am responsible contains all scientific and technical information that is required to be disclosed to make the Technical Report not misleading.

Dated this 4th day of August, 2017

(Signed and Sealed) “Stephan Theban” Stephan Theben, Dipl.-Ing.

VM Holding S.A. – Pukaqaqa Project, Project #2783 Technical Report NI 43-101 – August 4, 2017 Page 29-6