CONFIDENTIAL
NOT FOR CIRCULATION
A New Focus on Mexico
December 2014
Forward Looking Statements
Certain statements contained in this Filing Statement may constitute forward-looking statements. These statements relate to future events or the Company’s future performance. All statements, other than statements of
historical fact, may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will",
"project", "predict", “propose”, "potential", "targeting", "intend", "could", "might", "should", "believe", "budgeted", "scheduled", "forecasts", and similar expressions or variations (including negative variations). These
statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. The Company believes
that the expectations reflected in those forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this
presentation should not be unduly relied upon by investors as actual results may vary. These statements speak only as of the date of the presentation and are expressly qualified, in their entirety, by this cautionary
statement. The Company undertakes no obligation to update any forward-looking statement or information to reflect information, events, results, circumstances or otherwise after the date of which such statement is made
or to reflect the occurrence of unanticipated events, except as required by law.
In particular, this Presentation contains forward-looking statements, pertaining to the following:
• capital expenditure programs;
• development of resources;
• treatment under governmental regulatory and taxation regimes;
• expectations regarding the Company’s ability to raise capital;
• expenditures to be made by the Company to meet certain work commitments;
• work plans to be conducted by the Company; and
• completion of a reverse take over transaction.
With respect to forward-looking statements listed above and contained in this Filing Statement, management of the Company have made assumptions regarding, among other things:
• the legislative and regulatory environment;
• the impact of increasing competition;
• the requirement to obtain certain governmental and regulatory approvals;
• unpredictable changes to the market prices for copper and other minerals;
• that costs related to development of copper and other minerals will remain consistent with historical experiences;
• the Company’s ability to obtain additional financing on satisfactory terms; and
• the Company’s ability to obtain the necessary shareholder approvals.
Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of the risk factors set forth below and elsewhere in this Filing Statement:
• volatility in the market prices for copper and other minerals;
• changes to the legislative and regulatory environment
• uncertainties associated with estimating resources;
• geological, technical, drilling and processing problems;
• construction problems regarding development of a mining operation;
• liabilities and risks, including environmental liabilities and risks, inherent in mineral exploration, development and production operations;
• fluctuations in currency and interest rates;
• incorrect assessments of the value of resources;
• unanticipated results of exploration activities;
• competition for, among other things, capital, acquisitions of resources, undeveloped lands and skilled personnel;
• unpredictable weather conditions; and
• failure to obtain regulatory and shareholder approvals for the anticipated reverse take over transaction.
The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of these risk factors set forth above. New factors emerge from time to time and it is not possible
for management to predict all such factors, and to assess in advance the impact of such factor on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results that differ
from those contained in any forward looking statements or information.
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Disclaimer
Non 43-101 Compliant
The reader is cautioned that all resource estimates quoted herein are based on data and reports obtained and prepared by previous
operators. The Company has not completed the work necessary to independently verify the classification of the mineral resource
estimates and is not treating the mineral resource estimates as National 43-101 defined resources verified by a qualified person. The
historical estimates should not be relied upon. The Company’s projects will require considerable further evaluation, which the Company’s
management and consultants are in the process of completing.
Technical information relating to PHI's properties contained in this presentation is derived from, and in some instances is an extract from,
the technical report, entitled "Leyte Copper Project ," dated October 22, 2009, prepared by A. Beauchamp, P. Geol., MBA as author and
William Dynes, P. Geol., as contributing author (the "October 2009 Report"). The October 2009 Report was prepared in accordance with
NI 43-101 and a copy is available on PHI's website at www.philippinemetals.com.
Qualified Person
This presentation has been approved by Bill Dynes, P.Geo., who is a Qualified Person (QP) as defined in National Instrument 43-101.
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Company Overview
•
Focused on copper
– Two newly acquired advanced-stage assets in Mexico (Madero and Cuatro
Ciénegas)
– Initial focus on near-term small-scale production at Cuatro Ciénegas
– Three existing copper assets in the Philippines (one with existing NI 43-101 Cu
resource)
– Additional projects under review
•
Executive team with strong international experience
•
Local capability and presence in Mexico and the Philippines
– Successful community and government relations programs
•
Listed on the TSX Venture Exchange (TSXV: PHI)
•
Company to be renamed Mexican Copper Mines Ltd. to reflect new primary geographic
focus
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New Acquisitions
•
RTO transaction entails the acquisition of 100% of Molycomex S.A. de C. V.
(“Molycomex”). Molycomex owns 14,859 hectares in Coahuila, Mexico know as the
Madero Project. Philippine Metals to issue 29.0 million shares in exchange for
Molycomex
•
Acquisition of 100% interest Cuatro Ciénegas Project from Santa Fe Metals Corporation
(“Santa Fe”), also located in Coahuila. Purchase price is $50,000 cash and $575,000 in
shares issuable over 2 years
•
Philippine Metals to complete a financing of $2.0 - $3.0 million as part of the transaction
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Corporate Objective
•
Development of extensive copper/silver deposits in the Cuatro Ciénegas district of
Coahuila, Mexico
•
Use of low cost mining and extraction processes
•
Production of high purity copper and silver
•
Rapid progress from mining to cash flow in Mexico from high grade deposits at
surface
•
On a parallel basis, PHI is committed to advancing the Philippine assets through
political and legal challenges
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Cuatro Ciénegas District
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Mexican Projects
Close-up view of part of the Manto Negro
Chrysocolla-rich sandstone
The San Antonio Manto
Average: Cu 1.14% Ag 6 g/t
(0.5 Mt would contain $43M US in Cu and Ag)
Rich copper
mineralization from
Ojitos Manto
Cuprite (black)
Malachite (green)
Buena Suerte Copper Silver Manto
Mineralized boulders in the talus
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The Cu-Ag Deposits
•
Stratabound oxidized and reduced “Red Bed
type” copper deposits
•
Analogous to the Zambian and DRC Copper Belt
•
Hosted by Cretaceous carbonates and
sandstones
•
Lensoid mineralized Mantos from 1.5m to 9.6m
thick and 250m outcrop length
•
Mantos: average 0.57% to 2.46% Cu and 4 to 11 g/t Ag (plus richer sectors e.g. a
0.64 m-thick zone at Ojitos of 16.75% Cu and 592 g/t Ag)
•
Pipes and veins of richer Cu-Ag sulphide mineralization outcropping at various
locations.
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Red Bed Copper Deposits
•
Produce some 25% of the world’s copper today
•
Formed by deep circulating hot brines below evaporating tropical seas. The brines
dissolve metals (Cu, Ag, Pb, Zn) and deposit them in overlying strata
•
Some of the richest copper deposits in the world belong to this group (e.g. the
deposits of the Copper Belt of Zambia and the Democratic Republic of the Congo)
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Location
•
NE Mexico
•
Coahuila State
•
Chihuahuan Desert
•
Cuatro Ciénegas Area
•
Easy road access
•
Established infrastructures
•
Well located to mid-size cities
with excellent access to
skilled mining labour
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Mexican Projects
Cuatro Ciénegas Project
Madero Project
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2015 Plans – Phase 1
•
Complete RTO transaction (target: April 2015)
•
Raise $2.0 to $3.0 million to fund year one operations
•
Rebrand company as Mexican Copper Mines Ltd.
•
Bring Cuatro Ciénegas Project into small-scale production and immediate cash flow
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2015 Plans – Phase 2
•
Intensive exploration, excavation and drilling for resource quantification (current
internal, non-43-101 compliant) resource estimate is 250,000 tonnes in 4 sites)
•
Establish a 500 tonne per day Heap Leach operation based on the initial 250,000
tonne resource of the 4 sites
•
Note: Laboratory testing shows 90% recovery of copper (i.e. with a 1% Cu ore head
grade and a plant of 1,000 tpd, an operation could yield a cash flow of US$1.782
million per month)
•
Prove up further 1 million tonnes at 1.5% copper in the first year
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Philippine Projects
Taurus (Taurus & Suhi Blocks)
•
Malitao Project (Cu, Au)
Multiple High-grade Cu massive sulphide
targets (9 areas of sulphide mineralization,
identified over a 17 km strike length)
Dilong Project (Cu, Au)
Malitao
•
High-grade Cu massive sulphide target (grab
samples avg. 34% Cu)
•
Cu-Au porphyry target (2.5km circumference)
Taurus Project (Cu)
Dilong
•
Large Cu-Au porphyry with historical resource &
estimate (non 43-101) of:
– 40 million tonnes (positive reserves)
averaging 0.5% Cu and 0.5 grams per
tonne Au
– 120 million tonnes (potential reserve)
averaging 0.41% Cu and 0.35 grams per
tonne Au
* Please refer to the October 2009 Report for the following information in respect of all historical estimates set out in this presentation: (a) the source
and date of the historical estimate; (b) commentary regarding the relevance and reliability of the historical estimate; and (c) commentary
regarding whether the historical estimate uses categories other than the ones set out in NI 43-101 and, if so, an explanation of the differences. PHI
confirms that it does not have available to it any more recent estimates or data regarding all such historical estimates. The October 2009 Report is
available on the company’s website at: www.philippinemetals.com.
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Taurus Project
Overview: The Taurus Project (the Taurus Block and Suhi tenements) contains multiple high-grade Cu
massive sulphide targets, including 9 areas of sulphide mineralization identified over a 17 km strike length.
The Taurus Project is a past producer, and contains numerous adits and historic underground workings.
The Taurus Block is the Company’s qualifying project (as defined by the TSX Venture Exchange) and is
described in and qualified in its entirety by an NI 43-101 compliant technical report. Work completed to date
includes ground-based Mag and EM surveys, 3D modelling of IP survey results, and an airborne EM survey.
In 2012, PMI completed a geochemical survey of stream sediment taken from an area covering
approximately 85% of its permitted Taurus and Suhi concessions (c. 10,000 ha). A total of 226 stream
sediment samples were collected through this survey at an average density of approximately 2.7 samples
per km sq. Statistical and spatial analyses of the survey results identified five new target areas that are
prospective for Cypress-type volcanogenic massive sulfide occurrences, one new area with anomalous gold
values, and one new area with anomalous lead-zinc values.
Exploration Permits have been granted on the Taurus Project tenements, which remain in good standing.
PMI has acquired a 100% interest in the Taurus and Suhi tenements, subject to a 1.5% NSR.
Costs Incurred and Projected Expenditures: The Company has incurred approximately $3.4 million in
acquisition and development costs on Taurus and it has now earned a 100% interest in the Exploration
Permit.
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Malitao Project
Overview: Malitao is a copper project totalling 972 hectares located on the northern tip of Luzon that has two
identified targets. The first is a large, near surface, stratabound, multi-stocked high-grade Cu-Zn-Au-Ag massive
sulphide target (independent samples average 34% Cu, 3% Zn, 544 gpt Ag and 1.2 gpt Au). Zones of outcrop have
been traced over 277m along strike with over 100m of height. The second is a large tonnage porphyry Cu-Au target
indicated by extensive clay-pyrite outcrop with typical copper alterations and textural footprint. An extensive, openended copper-in-soil anomaly has been identified having an area of 800m x 400m.
The project is located along the highly-mineralized main Philippine fault system, and recent infrastructure
development has significantly enhanced accessibility. PMI has an agreement to acquire 100% of the Malitao
Project, subject to a 2% NSR.
The project is under an Exploration Permit Application (“EPA”), which is required prior to field work being initiated.
Additionally, PMI has a signed agreement with the local community (NCIP – National Council of Indigenous
People). However, a competitor filed an adverse claim against the Company. In July 2011, a Panel of Arbitrators of
the regional Mines and Geosciences Bureau ruled in favour of the Company, stating that PMI is the rightful holder of
the Malitao EPA. This decision is now being appealed by the competitor. While the Company is confident that it will
ultimately prevail, some uncertainty exists as to the timing, and permit application activities have been suspended
pending the outcome of the legal proceedings.
Costs Incurred and Projected Expenditures: The Company has incurred approximately $1.2 million in acquisition
and development costs on Malitao. Go-forward expenses include the cost of defending its interest in the project,
including legal and administration, and there will be additional costs to secure an Exploration Permit once title has
been affirmed.
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Dilong Project
Overview: Dilong is a 324 hectare project that is surrounded by Freeport McMoRan. The project has a
historic (non 43-101 compliant) resource of 40 million tonnes of “positive reserves” averaging 0.5% Cu
and 0.5 gpt Au and 120 million tonnes of “potential reserves” averaging 0.41% Cu and 0.35 gpt Au. The
deposit is open laterally and to depth, and mineralized parameters remain undefined. PMI has an
agreement to acquire 100% of the Dilong Project, subject to a 1% NSR.
The Company had been advancing an EPA in respect of Dilong. However, as a result of the Philippine
Government Mines and Geosciences Bureau's (the "MGB") "use it or lose it policy", which was enforced
in 2011, the Company received formal notification from the MGB that its Dilong EPA had been cancelled.
The Company continues its efforts to work with the MGB to overturn what the Company perceives to be
the illegal cancellation of the Dilong EPA. Specifically, the Company has filed with the MGB Central
Office the appropriate objection notice, supported by documentation already filed with the MGB regional
office demonstrating that the Company had been actively advancing its permit application and complying
with all of the requirements set by the government. Currently, the case is with the MGB Central Office
where it awaits the action of the Director. The Company continues to believe that it has demonstrated
legal arguments to overturn the cancellation due to both force majeure considerations and the absence of
due process in the cancellation.
Costs Incurred and Projected Expenditures: The Company has incurred approximately $1.1 million in
acquisition and development costs on Dilong. Go-forward expenses include the cost of overturning the
cancellation of the EPA, including legal and administration, and there will be additional costs to secure an
Exploration Permit once the EPA has been reinstated.
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Summary
•
Diversified project portfolio with two high priority Mexico-based copper advanced projects
•
Highly-regarded international and in-country management and board
•
Strong community, industry and government relationships
•
Established platform to pursue additional Mexican copper and base metal projects and
strategic regional partnerships
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Pro-Forma Share Structure
Symbol:
Current PHI Shares Outstanding:
Issued for RTO:
TSXV: PHI
5.5M
29.0M
RTO Finder’s Fee:
1.0M
Projected Financing:
8.0M
($2M raise at $0.25 per share)
43.5M
Options and warrants are yet to be determined.
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Proposed Board and Management
Dr. Roger Norwich – Chairman, Director
•
Dr. Norwich is non-Executive Chairman of Mexico-based Grupo Minero Panuco, a private company
which has extensive producing copper, gold and molybdenum assets. Dr. Norwich was a founding
Director of formerly TSX-V listed Mexican Silver Mines Ltd, which completed a merger with Rio Alto
Mining Limited (“Rio Alto”, TSX: RIO) in 2009. Since the merger, Rio Alto has grown from a
development stage operation to a significant gold producer. Additionally, he has wide-ranging board
experience with both publicly-listed and private enterprises. Most recently, he joined the Board of
Directors of Inkron Limited, a private company based in Hong Kong which is involved in nanometal
(nanocopper and nanosilver) production for the electronics industry. Dr. Norwich has a BA in Geology
and Archaeology (1974) from Manchester University England. He also holds MB Bachelor of Medicine
and ChB Bachelor of Surgery degrees from Manchester University. Early in his career, he worked as
an oil exploration Geologist for Texaco and gained experience in the North Sea, the Gulf of Mexico and
the Permian Basin.
Raúl Ramirez Morton – CEO, Director
•
Mr. Ramirez Morton has a degree in Business Administration with a Major in Finance from the
Monterrey Institute of Technology and is currently the CEO of Molycomex S.A. de C.V. which owns the
Madero Project. Mr. Ramirez Morton was a founding shareholder of Mexican Silver Mines (TSXV:
MSM) in 2006 and served as a board member and VP, Operations until 2010 when it took over Rio Alto
Mining Ltd. (TSXV: RIO). Mr. Ramirez Morton is the Chairman and CEO of Mexican Moly Mines S.A.
de C.V. a privately held copper-moly-gold mine. Mr. Ramirez Morton has vast experience in managing
mines as well as experience in dealing with Ministries Licensing and regulations and is very well
connected in the Mexican Mining Industry.
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Proposed Board and Management
Craig Lindsay, MBA, CFA – President, Director
•
Mr. Lindsay has more than 20 years' experience in corporate finance, investment banking and
business development in both North America and Asia and is currently the President and CEO of Otis
Gold Corp. (TSXV: OOO) and Managing Director of Arbutus Grove Capital Corp., a private company
offering corporate finance and merchant banking services.
Marshall Farris – Vice-President, Director
•
Mr. Farris has 20 years of experience assisting public and private companies with corporate
operations, capital development, investor relations and regulatory compliance activities. A co-founder
and principal of Ascenta Finance Corp., a private, independent Canadian institutional investment bank,
he has participated in raising over $100 million in capital financing for public and private companies.
Mr. Farris currently also serves as a director for Zonte Metals Inc. (TSXV: ZON) and Mammoth
Resources Corp. (TSXV: MTH). He is a former director of Blackheath Resources Inc. (TSXV: BHR),
Mindoro Resources Ltd. (TSXV: MIO) and a co-founder and former director of Panoro Minerals Ltd.
(TSXV: PML).
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Proposed Board and Management
Arturo Préstamo Elizondo - Director
•
Mr. Préstamo Elizondo holds a C.P.A. degree from the University of Monterrey, a Master Degree
from EGADE University and professional degree from I.P.A.D.E. Business School. With more than 9
years of executive and operational experience in the mining industry (precious metals), Mr.
Préstamo Elizondo has worked for different public companies as Director of Planning, Corporate
Finance and Investor Relations. Mr. Préstamo Elizondo is former Country manager for Starcore
International Mines, Ltd. where he had direct responsibility for mining, administrative, and corporate
operations in Mexico. Mr. Préstamo Elizondo is member of Mexico's Mining Chamber, and
participates actively in different mining initiatives in the country.
Nigel Kirkwood, MA, CA – CFO
•
Mr. Kirkwood has 20 years of international experience working in accounting, mergers and
acquisitions and corporate finance advisory services. He qualified as a chartered accountant with
Ernst & Young in Toronto and is a member of the Institute of Chartered Accountants of Ontario. Mr.
Kirkwood spent 16 years based in London, England where he was a Director in mergers &
acquisition at Citigroup. He has advised global companies and private equity funds on completed
M&A transactions valued in excess of $20 billion across a broad range of industries. Previously, Mr.
Kirkwood worked with Ernst & Young's corporate advisory services team in London providing due
diligence services to private equity and investment banking clients. Nigel obtained an MA in
Economics at Queen's University.
Page 23
Thank you
Philippine Metals Inc.
Suite 1100 - 888 Dunsmuir St.
Vancouver, B.C. V6C 3K4
Canada
Craig T. Lindsay
CEO
Tel: +604.683.2507
craig@philippinemetals.com
Marshall L. Farris
President
Tel: +604.637.6373
marshall@philippinemetals.com
DRAFT – FOR DISCUSSION PURPOSES ONLY