NICKEL CREEK PLATINUM CORP. ANNUAL INFORMATION FORM of
NICKEL CREEK PLATINUM CORP.
FOR THE YEAR ENDED DECEMBER 31, 2023
March 25, 2024
TABLE OF CONTENTS
Financings ........................................................................................................................................................................................................... 8
Corporate Activities ......................................................................................................................................................................................... 10
Sale of Ursa Major Minerals Inc ...................................................................................................................................................................... 11
PROJECTS .............................................................................................................................................................................................................. 11
Nickel Shäw Project .......................................................................................................................................................................................... 11
RISK FACTORS .................................................................................................................................................................................................... 24
Risks Related to the Company's Business ..................................................................................................................................................... 24
Financial Risks .................................................................................................................................................................................................. 29
Regulatory Risks ............................................................................................................................................................................................... 32
Environmental and Climate Change Risks .................................................................................................................................................... 33
Industry Risks ................................................................................................................................................................................................... 34
Other Risks ........................................................................................................................................................................................................ 35
DIVIDENDS AND DISTRIBUTIONS ............................................................................................................................................................. 37
LEGAL PROCEEDINGS ...................................................................................................................................................................................... 37
INVESTOR INFORMATION ............................................................................................................................................................................. 37
Share Capital ..................................................................................................................................................................................................... 37
Material Contracts ............................................................................................................................................................................................ 40
Market for Nickel Creek Platinum Securities ................................................................................................................................................ 40
Transfer Agent and Registrar .......................................................................................................................................................................... 40
Trading Activity ............................................................................................................................................................................................... 41
GOVERNANCE .................................................................................................................................................................................................... 41
Directors and Officers ...................................................................................................................................................................................... 41
Cease Trade Orders, Bankruptcies, Penalties and Sanctions ...................................................................................................................... 44
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS ............................................................................ 45
INTERESTS OF EXPERTS .................................................................................................................................................................................. 46
Qualified Persons ............................................................................................................................................................................................. 46
Legal Counsel .................................................................................................................................................................................................... 46
AUDIT COMMITTEE INFORMATION .......................................................................................................................................................... 46
Audit Committee Charter ................................................................................................................................................................................ 47
Composition of the Audit Committee ........................................................................................................................................................... 47
Relevant Education and Experience ............................................................................................................................................................... 47
Audit Committee Oversight ............................................................................................................................................................................ 47
Reliance on Certain Exemptions ..................................................................................................................................................................... 47
Pre-approval Policies and Procedures ........................................................................................................................................................... 48
External Auditor Service Fees (By Category) ................................................................................................................................................ 48
ADDITIONAL INFORMATION ....................................................................................................................................................................... 48 APPENDIX A ...................................................................................................................................................................................................... A-1
INTRODUCTORY NOTES
DATE OF INFORMATION
All information contained in this annual information form ("AIF") of Nickel Creek Platinum Corp. ("Nickel Creek Platinum" or the "Company") is as of March 25, 2024, unless otherwise stated.
NATURE OF DOCUMENT
This AIF provides important information about the Company. It describes, among other things, our history, our markets, our exploration and development projects, our mineral resources, sustainability, our regulatory environment, the risks we face in our business and the market for our shares.
Information on the Company's website is not part of this AIF, nor is it incorporated by reference herein. The Company's filings on SEDAR+ atwww.sedarplus.ca ("SEDAR+") are also not part of this AIF, nor are they incorporated by reference herein.
REPORTING CURRENCY AND FINANCIAL INFORMATION
Dollar amounts set forth in this AIF, except as otherwise indicated are stated in Canadian dollars. Any references to US$ mean United States (US) dollars.
This AIF presents financial information in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
Certain statements contained in this AIF constitute "forward-looking statements" within the meaning of Canadian securities legislation. These forward-looking statements are made as of the date of this AIF and the Company does not undertake to update any forward-looking statement that may be made from time to time by the Company or on its behalf, except in accordance with applicable laws.
Forward-looking statements relate to future events or future performance and reflect Management's expectations or beliefs regarding future events. Except for statements of historical fact relating to the Company, the information contained herein constitutes forward-looking statements. This AIF contains forward-looking statements which reflect Management's expectations regarding Nickel Creek Platinum's future growth, the Company's near, medium and long-term goals and strategies to achieve those objectives and goals, as well as statements with respect to the Company's beliefs, plans, objectives, expectations, anticipations, estimates and intentions. The words "may", "will", "continue", "could", "should", "would", "suspect", "outlook", "believes", "plan", "anticipates", "estimate", "expects", "intends" and words and expressions of similar import are intended to identify forward-looking statements. In particular, statements regarding the use of proceeds from equity financings (including the 2023 and 2024 Private Placements, as defined below), results of the 2023 pre-feasibility ("PFS") and 2023 Resource Estimate, the future undertaking of any feasibility study ("FS"), the Company's future work plans, including timing, at the Nickel Shäw Project (as defined below) and the ongoing advancement of project milestones at the Nickel Shäw Project to the feasibility stage, the supply of liquefied natural gas to the Nickel Shäw Project, other future exploration and development activities or other development plans, including the potential construction of a mine at the Nickel Shäw Project and estimated future financing requirements, as well as statements with respect to the estimation of mineral resources, the realization of mineral resource estimates,the timing and amount of estimated future production, commodity prices and the potential for them to improve, costs of production, capital expenditures, success of mining operations, environmental risks, unanticipated reclamation expenses, title disputes or claims and limitations on insurance coverage, constitute forward-looking statements. Readers are cautioned that Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. These statements are not historical facts and only represent the Company's current beliefs as well as assumptions made by and information currently available to the Company concerning anticipated financial performance, business prospects, strategies, regulatory developments, development plans, exploration and development activities and commitments and future opportunities. Although Management considers those assumptions to be reasonable based on information currently available to them, they may prove to be incorrect.
These statements are not guarantees of future performance and involve assumptions and risks and uncertainties that are difficult to predict. Therefore, actual results may differ materially from what is expressed, implied or forecasted in such forward-looking statements.
By their very nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements. The Company cautions that the list of risk factors contained in "Risk Factors" in this AIF that may affect future results is not exhaustive. When relying on any forward-looking statements in this AIF to make decisions with respect to the Company, investors and others should carefully consider the risk factors set out in this AIF and other uncertainties and potential events.
CAUTIONARY NOTE TO INVESTORS REGARDING DEFINITION OF MINERAL RESOURCES
This AIF uses the terms "Measured Mineral Resources", "Indicated Mineral Resources" and "Inferred Mineral Resources" in accordance with the Canadian Institute of Mining, Metallurgy and Petroleum ("CIM") Definition Standards. The term "Inferred Mineral Resource" refers to a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling and for which geological evidence is sufficient to imply but not verify, geological and grade or quality continuity. These estimates are based on limited information and have a great amount of uncertainty as to their existence, and as to their economic and legal feasibility. It cannot be assumed that all or any part of an "Inferred Mineral Resource" will ever be upgraded to a higher category of resource, such as Measured or Indicated, because of continued exploration. Under Canadian securities laws, estimates of an "Inferred Mineral Resource" may not form the basis of pre-feasibility or feasibility studies and can only be used in economic studies in the limited circumstances as described in National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101"). Investors are cautioned not to assume that all or any part of "Measured Mineral Resources" or "Indicated Mineral Resources" will ever be converted into "Mineral Reserves" (the economically mineable part of "Measured Mineral Resources" or "Indicated Mineral Resources"). Investors are also cautioned not to assume that all or any part of an Inferred Mineral Resource exists, or is economically or legally mineable. In addition, disclosure of contained ounces is permitted under Canadian regulations. However, these standards differ from the requirements of the United States Securities and Exchange Commission ("SEC") that are applicable to domestic United States reporting companies, and Mineral Resources reported by the Company in accordance with NI 43-101 may not qualify as such under SEC standards. Accordingly, investors are cautioned that information included in this AIFthat describes the Company's Mineral Resources estimates may not be comparable with information made public by United States companies subject to the SEC's reporting and disclosure requirements.
GLOSSARY OF UNITS
Unit | Abbreviation |
Centimetre | Cm |
Day | D |
Gram | G |
Hectare | Ha |
Kilometre | Km |
Kiloton | Kt |
Litre | L |
Metre | M |
Metric tonne | T |
Tonnes per day | Tpd |
Million pounds | Mlbs |
Ounce | Oz |
Pound(s) | Lb/Lbs |
GLOSSARY OF ELEMENTS | |
Element | Abbreviation |
Chromium | Cr |
Cobalt | Co |
Copper | Cu |
Gold | Au |
Iridium | Ir |
Magnesium | Mg |
Nickel | Ni |
Osmium | Os |
Palladium | Pd |
Platinum | Pt |
Ruthenium | Ru |
CORPORATE STRUCTURE
NAME, ADDRESS AND INCORPORATION
Nickel Creek Platinum Corp. was incorporated under the Business Corporations Act (British Columbia) (the "BCBCA") on April 5, 2006 under the name "Fargo Capital Corp.", and changed its name to "Pacific Coast Nickel Corp." on July 10, 2007. The Company changed its name to "Prophecy Platinum Corp." on June 13, 2011. On December 19, 2013, the Company's name was changed to "Wellgreen Platinum Ltd." Effective January 8, 2018, the Company's name was changed to "Nickel Creek Platinum Corp."
The registered office of the Company is located at 1700 - 666 Burrard Street, Vancouver, British Columbia, V6C 2X8 and the head office is located at 2896 South Sheridan Way, Suite 202, Oakville, Ontario, L6J 7T4.
INTERCORPORATE RELATIONSHIPS
The Company is a reporting issuer in the provinces of British Columbia (principal reporting jurisdiction), Alberta, Manitoba and Ontario (the "Reporting Jurisdictions"). As at the date of this AIF, the following organization chart sets forth the Company's corporate structure. All of the Company's subsidiaries are wholly-owned.
Nickel Creek Platinum Corp.
(British Columbia)
The Company's only material subsidiary, 0905144 B.C. Ltd., holds the material mineral properties which contain its core Ni-Cu-Co-PGM Wellgreen deposit (the "Wellgreen deposit") as well as the Arch, Burwash, Musk and Quill claims. The legal entity 1043704 B.C. Ltd. holds the Formula claims.
NICKEL CREEK PLATINUM OVERVIEW
Nickel Creek Platinum is a public company and its common shares (the "Shares") are listed on the Toronto Stock Exchange (the "TSX"), trading under the symbol "NCP", and on the OTCQB under the symbol "NCPCF". Prior to December 4, 2014 the Shares traded on the TSX Venture Exchange.
The Company's principal business activity is the exploration and evaluation of nickel and platinum group metals ("PGM") mineral properties in North America. The Company's flagship asset is its 100%-owned Ni-Cu-Co-PGM project (the "Nickel Shäw Project" or the "Project", formerly known as the "Wellgreen Project"), located in southwestern Yukon, Canada. The Nickel Shäw Project contains the Company's core Ni-Cu-Co-PGM Wellgreen deposit, as well as the Arch, Burwash, Formula, Musk and Quill claims. The Wellgreen deposit is a polymetallic deposit with mineralization that includes the significant co-occurrence of nickel, copper, cobalt, PGM and gold.
The Company has three employees as at the date of this AIF. The Company also utilizes consultants and contractors as needed to carry on many of our activities.
PRINCIPAL ACTIVITY
The Company is currently in the exploration and evaluation stage and does not produce or sell mineral products. The principal focus is on nickel, copper, cobalt and PGMs, with nickel being the principal economic metal for the Nickel Shäw Project. Due to the corrosion-resistant properties of nickel, it is used primarily to make stainless steel, super alloys and nonferrous alloys. In addition, the technology shift to electric vehicles and energy storage is driving new demand for lithium-ion batteries, which are over 75% nickel. PGMs are rare precious metals with unique physical characteristics that are used in diverse industrial applications, the automotive industry and in jewelry. The six PGMs are platinum, palladium, rhodium, ruthenium, iridium and osmium. Platinum and palladium are the principal PGMs at the Nickel Shäw Project. The unique characteristics of PGMs include strong catalytic properties; excellent conductivity and ductility; high level of resistance to corrosion; strength and durability; and high melting points.
If the Company successfully develops the Nickel Shäw Project, it expects to produce and sell one or more metal concentrates.
MARKET AND MARKETING
There is a worldwide market for base metal concentrates and PGMs. The Company expects that it would not be dependent on any particular purchaser of base metal concentrates or PGMs that it may produce.
Competitive conditions
The mineral exploration and mining industry is very competitive in all phases of activity. The Company competes with other mining companies, some of which have greater financial resources and technical facilities, for the acquisition of mineral tenements, claims, leases and other mineral interests for exploration and development projects. The Company also competes with other mining companies for investment capital with which to fund such projects and for the recruitment and retention of qualified executives, employees and consultants.
Specialized skills and knowledge
All aspects of the Company's business require specialized skills and knowledge. Such skills and knowledge include the areas of geology, drilling, logistical planning and implementation of exploration programs, mine planning, development and operation and regulatory, finance and accounting functions. The Company relies upon its management, employees and various consultants for such expertise.
Cyclicality
The mining business is subject to mineral price cycles. The markets for mineral concentrates are also affected by worldwide economic cycles. Demand for base metals, such as nickel and copper, are affected by global economic conditions, and platinum and palladium markets are affected principally by demands of the automobile and jewellery industry. Fluctuations in supply and demand in various regions throughout the world are common.
The Company is not in production and the ability to fund ongoing activity is affected by the availability of financing which, in turn, is affected by the strength of the economy and other general economic factors.
ECONOMIC DEPENDENCE
Nickel Creek Platinum is dependent on the acquisition, exploration, development and operation of mineral properties. The Company is currently not dependent on any contract to sell products or services or to purchase the major part of the Company's requirements for goods, services or raw materials, or on any franchise or licence or other agreement to use a patent, formula, trade secret, process or trade name.
Bankruptcy and similar procedures
There are no bankruptcies, receivership or similar proceedings against the Company, nor is the Company aware of any such pending or threatened proceedings. The Company has not commenced any bankruptcy, receivership or similar proceedings during its history.
Foreign operations
The Company does not hold any interests in mineral resource properties located outside of Canada. See "Risk Factors".
ENVIRONMENTAL CONDITIONS
All aspects of field operations are subject to national and local environmental regulations and generally require approval by appropriate regulatory authorities prior to commencement. These regulations pertain to exploration, construction and operating standards for the sites and include closure plan commitments regarding restoration requirements.
The Nickel Shäw Project is not permitted for mine construction and will require assessment by the Yukon Environmental and Socio-Economic Assessment Board ("YESAB") in advance of a Water License from the Yukon Water Board and a Quartz Mining License from the Mineral Resources Branch of the Yukon government. Prior to entering the YESAB process, environmental and socioeconomic baseline studies are required along with appropriate consultation and engagement with First Nations. These parallel processes could create delays to advancing the Nickel Shäw Project, as well as potentially create financial burdens; however, the Company entered into an Exploration Cooperation Agreement ("ECA") in August 2012 with the Kluane First Nation ("KFN") in the Yukon to support Nickel Creek Platinum's exploration programand environmental studies associated with the development of the Nickel Shäw Project. The KFN and the government of the Yukon Territory have provided very good support for the Nickel Shäw Project.
Social and environmental policies
The executive management team ("Management") has implemented policies and procedures that provide a safe working environment for all employees, consultants, contractors and stakeholders as well as being designed to protect the environment. The Company recognizes that safety and environmental due diligence are significant components that enable long-term sustainability of operations and support the objective of projects being completed in a cost effective and timely manner with excellent quality control. In 2023, Nickel Creek Platinum did not have any fatal or long-term disability accidents, lost-time accidents, reportable safety incidents or significant environmental incidents.
THREE-YEAR HISTORY
OVERVIEW
During the past three years, Nickel Creek Platinum has been an exploration stage mining company principally engaged in the exploration and evaluation of its Nickel Shäw Project.
NICKEL SHÄW PROJECT, YUKON
The Nickel Shäw Project was acquired by the Company in June 2011 and has grown through claim staking. The Company's total land package is comprised of 711 mineral claims in seven groups totaling 13,279 ha and 91 quartz mining leases totalling 1,371 ha. The claims were staked as early as 1952. Each mineral claim is a Quartz Mining Claim with expiry dates that range from June 2024 to February 2040. The mineral claims cover the Wellgreen deposit as well as the Arch, Burwash, Formula, Musk and Quill claims. The Wellgreen deposit within the Nickel Shäw Project is located on 29 Quartz Mining Leases which all have an expiry date of December 5, 2041. The Arch, Burwash, and Quill claims are contiguous to the Wellgreen deposit, whereas the Formula and Musk claims are separate. All mineral claims and mining leases are 100% held, directly or indirectly, by the Company.
In the Yukon, all work undertaken on the surface for hard rock mineral claims and leases is regulated under the Quartz Mining Act ("QMA") through the Quartz Mining Land Use Regulation and is managed by the Mining Recorder's Office. Renewal of a quartz claim requires $100 of work be performed per claim per year or, where no work has been performed, the claimant may make a payment in lieu of work.
On December 10, 2020, the Company announced the results of its ground-based Electromagnetic ("EM") geophysics and drilling program at the Project, which was completed during the month of September 2020 ("2020 EM/Drill Program"). Using a large loop transient electromagnetic ("TEM") survey, the 2020 EM/Drill Program tested the Arch and Burwash exploration target areas, which are along trend approximately 2.0 kilometres northwest and 5.0 kilometres southeast (respectively) of the main Wellgreen deposit. This program resulted in identification of 42 conductive anomalies, with 11 of these determined to be potentially massive nickel-copper sulphide. As part of this program, two holes were drilled and the main conductor at Quill was determined to be caused by graphic sediments. These results provided the basis for planning of the 2021 drill program.
On August 23, 2021, the Company announced completion of its 2021 drill program ("2021 Drill Program"), which included exploration drilling and a geophysics program. On October 8, 2021, the Company
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Nickel Creek Platinum Corp. published this content on 25 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 March 2024 02:29:07 UTC.
