Item 1. Business.
General
We were incorporated under the laws of British Columbia, Canada in 1984. In 2004, we changed our corporate jurisdiction from a British Columbia company to a Canadian corporation. In December 2011, we amended our articles to change our name from “i-minerals inc.” to “I-Minerals Inc.”
The Company is engaged in the exploration, evaluation and development of our Helmer-Bovill industrial minerals property (the “Helmer-Bovill Property”). The Helmer-Bovill Property, in which we hold a 100% interest, is comprised of 11 mineral leases totaling 5,140.64 acres located approximately 6 miles northwest of Bovill, Latah County, Idaho. Since inception, the Company has been in the exploration stage but moved into the development stage in fiscal 2018. In fiscal 2019, the Company reverted back to the evaluation stage.
Our principal executive office is located at Suite 880, 580 Hornby Street, Vancouver, British Columbia, Canada and our telephone number is (877) 303-6573. Our operations office is located at 13403 N. Government Way, #102, Hayden, Idaho.
To date, we have not earned significant revenues from the operation of our Helmer-Bovill Property. Accordingly, we are dependent on debt and equity financing as our primary source of operating working capital. Our capital resources are largely determined by the strength of the junior resource markets and by the status of our projects in relation to these markets, and its ability to compete for investor support of its projects.
Our Principal Projects
Our activities at the Helmer-Bovill Property are focused on developing the Bovill Project.
The Bovill Project
Our lead project, the Bovill Project, is a strategically located long term resource of quartz, potassium feldspar (“K-spar”), halloysite and kaolinite formed through weathering of a border phase of the Idaho Batholith causing all minerals to be contained within a fine white clay-sand mixture referred to as “primary clay.” The Bovill Project is located within 3 miles of state highways with electricity and natural gas already at the property boundary.
Since 2010, our exploration work has focused diamond drilling on the Bovill Project. To date, a total of 322 diamond drill holes have been drilled totaling 35,909 feet. As a result of these drill campaigns, four deposits have been identified: Kelly’s Hump, Kelly’s Hump South, Middle Ridge and WBL.
In June 2014, we completed an updated pre-feasibility study on the Bovill Kaolin Project (the “2014 PFS”) and on March 8, 2016, we announced the economic results of our initial feasibility study (the “2016 FS”). However, based on the results of an updated independent market study it is apparent that fundamental changes in the businesses that consume our minerals has taken place over the past several years. These changes include offshoring and reformulation wherein industries that had previously used K-spar for example have reformulated their production batches using alternate minerals. Markets do exist for all of the minerals contained within the Bovill Kaolin Project but not in the volumes contemplated in the 2016 FS. Accordingly, the 2016 FS is considered not to be current and should not be relied upon.
The mineral resources stated in the 2016 FS remain current and have recently been re-stated in a standalone technical report prepared by SRK Consulting (U.S.) recently completed an updated resource estimate. The updated mineral resource statement from this report, summarized below, contains the same tonnages and grades as were disclosed in the 2016 FS and is the basis of the reserves defined in the 2020 Pre-Feasibility Report.
2020 Pre-Feasibility Study
The Company engaged MillCreek Engineering of Salt Lake City, Utah to estimate the capital and operating costs for a smaller plant capable of producing up to 20,000 tons of metakaolin and 10,000 tons of halloysite per year. The estimated Operating Costs and Capital Cost fell in line with expectations and the Company retained MillCreek to complete a Pre-Feasibility Study of a metakaolin and halloysite operation. It is envisioned that the sand fraction (K-spar and quartz) will be screened and sold into lower value industrial applications.
On March 3, 2020, we announced a pre-feasibility study of our metakaolin and halloysite operation (the “2020 PFS”). The 2020 PFS was led by Millcreek Engineering, who were responsible for overall project management and the process plant and infrastructure design (including OPEX and CAPEX) and economic analyses. Other engineering and geological services were provided by Mine Development Associates (mine modelling; ore scheduling; mineral reserve estimation); SRK Consulting (U.S.) Inc. (mineral resource estimation); and, HDR Engineering Inc. (environmental review).
Highlights of the PFS include:
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20% Pre-Tax IRR; 18% After Tax IRR
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US$48.3 million Pre-Tax NPV; US$33.7 million After Tax NPV
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Initial Capital Cost of US$48.3 million
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Total Life of Operation Capital Costs of US$54.2 million
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25 year mine life with 1.04:1 strip ratio
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The 2020 PFS is based on the production of two minerals, halloysite and kaolinite. The halloysite is beneficiated into two mineral products; HalloPure which is about 70% halloysite and 30% kaolinite and premium quality Ultra-Hallopure which is greater than 90% halloysite with the balance kaolinite. The quality of Bovill Halloysite is regarded as being exceptional and the research on halloysite applications has dramatically increased over the past 5 years involving polymers, filtration, extruded polystyrene insulation, green technology and life sciences. The kaolinite is flash calcined to produce metakaolin, a Supplementary Cementitious Material (“SCM”) and highly reactive pozzolan that when added to concrete increases strength and durability, reduces permeability, reduces the effect of alkali-silica reactivity and increases resistance to chloride ingress and sulfate attack. By using metakaolin the sustainability of the concrete is increased through longer service life and the carbon footprint is reduced by lowering the quantity of Portland cement. Feldspathic sand is produced during the production process which meets the specifications of a number of applications including arena sand, USGA bunker and top-dressing sand. There is a potential upside from sale of feldspathic sand which is not included in the project economics and accordingly the feldspathic sand is not included in the reserves.
A conservative approach to the build-up of sales has been assumed with full production being achieved in the first quarter of the 5th year of operation as some product applications will require development. There is potential for full production to be achieved earlier which would have a corresponding positive effect on the NPV and IRR.
Updated Measured and Indicated Resource Estimate
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Measured Resources of 5.7 million tons containing 76.5% quartz/K-spar sand, 12.3% Kaolinite and 4.0% Halloysite.
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Indicated Resources of 15.5 million tons containing 57.0% quartz/K-spar sand, 15.5% Kaolinite and 2.8% Halloysite.
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667,000 tons of contained halloysite, 3,119,000 tons of contained kaolinite and 13,235,000 tons of contained quartz/K-spar.
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Updated Mineral Reserves
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Proven
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Probable
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Total P&P
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K Tons
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1,310
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1,868
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3,178
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Halloysite %
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8.8
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8.0
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8.3
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Halloysite K Tons
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115
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149
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264
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Kaolinite %
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11.1
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22.4
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17.7
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Kaolinite K Tons
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145
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418
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563
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NSR
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$ 109
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$ 123
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$ 117
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* Notes on Mineral Reserves:
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Reserves are based on a $40.00 NSR cutoff grade and pit designs.
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Rounding of numbers in mineral reserves listed above may cause apparent inconsistencies.
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The reference point for Mineral Reserves is at the plant stockpile
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The full 2020 PFS was filed on www.sedar.com on April 16, 2020 and is available on the Company’s website.
Industrial Minerals
In carrying out our activities at the Bovill Project, we are focused on the evaluation of the economic viability of a smaller halloysite and metakaolin operation.
Kaolin and Metakaolin
Kaolin is a raw material used in the ceramic industry, especially in fine porcelains. Large quantities of kaolin are used in paper coating, filler, paint, plastics, fiberglass, catalysts, and other specialty applications. It is also used as a key ingredient in natural pesticides that are suitable for organic farming applications.
When kaolin is heated to about 850°, it is transformed into a dehydrated phase called "metakaolin." Metakaolin is considered a premium pozzolanic material as it adds strength and durability to cement based products. When metakaolin is added to cement-based mortars, it causes an aggressive reaction with calcium hydroxide (lime), turning the lime into a cementitious material yielding cement with enhanced performance characteristics including increased strength; reduced permeability; greater durability; effective control of efflorescence; and control of degradation caused by Alkali-Silica Reaction. A bridge deck in a northern climate where it is subject to the wear and tear associated with plowing and salting is a prime metakaolin application. We are continuing long term testing process of several metakaolin products produced from the Bovill Project deposits and have received ASTM C-618 certification for two of our metakaolin products known as “I-POZZ” indicating I-POZZ is an accredited pozzolan that meets all strength and water consumption requirements. ASTM C-618 certification is a prerequisite for sales into the cement industry. Pilot plant testing of flash calcination technologies has lowered water consumption even further below ASTM C-618 standards. Additional testing is focused on optimizing the fineness of the grind or particle size to create the metakaolin product that provides the greatest strength while meeting the water requirement criteria.
Our target market for metakaolin is the North American concrete and infrastructure industry. Premium white metakaolin is currently priced at $400 - $500 per ton in the Pacific Northwest due to the transportation costs to bring it from the southeastern USA. We are targeting applications where color is not as important.
Halloysite
We plan to sell Halloysite on a worldwide basis. Halloysite is chemically identical to kaolin but morphologically different. Kaolins tend to form plate like sheets whereas halloysite take on a tubular shape depending on the amount of H2O present in the interlayer. Much of the value of halloysite is generated by its tubular shape which can only be seen through very powerful microscopes and are commonly referred to as halloysite nanotubes and abbreviated as HNTs.
Historically, the primary use of halloysite has been in the manufacture of porcelain, bone china, and fine china where the combination of low iron and titanium content together with the hollow tubular shape of the mineral grains yields ceramic bodies with exceptional whiteness and translucency. However, the HNTs microscopic tubular shape is rapidly finding uses outside of the ceramics industry. Applications in commercial production would include use as a suspension agent in glaze preparations as well as in filters and inkjets, and as an ingredient in special paints applied to ships to prevent barnacles from growing on the ships’ hull. HNTs are also being increasingly used in plastic and polymer applications where the addition of HNTs increases strength while reducing the weight of these compounds. Perhaps the most exciting uses for HNTs are in life science applications where the inside of the hollow tube can be filled with active ingredients and as the clay tube erodes the active ingredients are released. Used in this manner the HNTs are a delivery vector made of natural materials.
The largest supplier of commercial halloysite product available at present is located in Maturi Bay, New Zealand. There is limited production in Poland, Turkey and China, and a development stage project in Utah with negligible commercial production. The largest halloysite supplier in the ceramics industry sells halloysite at a price from $135 to $3,000 per ton. The majority of imported halloysite in the United States for the ceramics industry is sold at a price of approximately $700 per ton.
Our halloysite is differentiated from those known halloysite deposits due to the high aspect ratio (the ratio of the length of the tube to the diameter of the tube) and by minimal levels of trace elements such as lead. We are not targeting ceramic applications with our halloysite and instead focusing on the life science and plastic and polymer applications. Third party research has indicated we have arguably the best halloysite for life science applications as the New Zealand deposit contains about 10% Cristobalite – a silica oxide that has been categorized as a carcinogen and the other deposits capable of meaningful commercial production have poorer aspect ratios and higher heavy metal / trace element content.
We are planning on producing two halloysite products. The first branded HalloPureÒ will be about 70% halloysite and 30% kaolinite and will target the plastic and polymer and certain filtration applications. The second is branded ULTRA HallopureÒ and will be in excess of 90% halloysite and less than 10% kaolinite. Both are considered high value products.
To date we have received interest in our HNTs from a number of companies in a wide range of industries including: personal care products, nano-composites, fire retardants, biocides, plastic fillers, animal feed, paint, cosmetics, wound care treatment and ceramics. Most of these companies have received samples of our products produced at recent pilot plants with some companies receiving up to 50 kg for bench scale product testing. We have also provided samples free of charge to over twenty universities to help with the development of other new HNT applications. Currently we have non-binding expressions of interest approximately equal to forecast production.
Competition
We compete with other mineral resource exploration and development companies for financing. Many of the mineral resource exploration and development companies with whom we compete have greater financial and technical resources than we do. Accordingly, these competitors may be able to spend greater amounts on acquisitions of mineral properties of merit, on exploration of their mineral properties and on development of their mineral properties. In addition, they may be able to afford greater geological expertise in the targeting and exploration of mineral properties. This competition could result in competitors having mineral properties of greater quality and interest to prospective investors who may finance additional exploration and development. This competition could adversely impact our ability to finance further exploration and to achieve the financing necessary for us to develop our mineral properties.
Government Regulations
Mining operations and exploration activities are subject to various national, state, and local laws and regulations in the United States, which govern prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances and other matters. We will obtain the licenses, permits or other authorizations currently required to conduct our exploration program. We believe that we are in compliance in all material respects with applicable mining, health, safety and environmental statutes and the regulations passed thereunder in Idaho and the United States.
In Idaho, our exploration activities are regulated by the Idaho Department of Lands (“IDL”) pursuant to the Idaho Rules Governing Exploration Surface Mining and Closure of Cyanidation Facilities pursuant to the Idaho Administrative Procedure Act. In order to carry out surface exploration and drilling activities, a company is required to file a Notification of Exploration with the IDL. In 2000, we filed our original Notification of Exploration with the IDL, which has been subsequently amended, for our surface exploration and drilling programs on the Helmer-Bovill Property.
In order to carry out mining activities, we are required to obtain a Mine Plan for Operations (“MPO”) and Reclamation Plan (“ORP”). In May 2017, we received an ORP for mining activities on the Bovill Project. This ORP permits us to mine Bovill Kaolin for a period of 26 years. In 2012, we received an ORP for the extraction of sand tailings on the WBL Tailings Project. The ORP permits us to mine the sand tailings between May to October for a period of 10 years (2012 – 2022).
All leases are subject to rental fees of US$1.00 per acre each year and a production royalty of 5.0% based on gross proceeds. The production royalty is prepaid at a rate of US$500 per lease for the first five years and increases to US$1,000 per lease for the second five years of the lease.
Mining operations are also regulated by Mine and Safety Health Administration (“MSHA”). MSHA inspectors will periodically visit projects to monitor health and safety for the workers, and to inspect equipment and installations for code requirements. Although we are not engaged in mining operations, we require all of our workers to have completed safety training courses when working on our project.
Other regulatory requirements monitor the following:
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Explosives and explosives handling.
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Use and occupancy of site structures associated with mining.
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(c)
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Hazardous materials and waste disposal.
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State Historic site preservation.
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Archaeological and paleontological finds associated with mining.
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We believe that we are in compliance with all laws and plans to continue to comply with the laws in the future. We believe that compliance with the laws will not adversely affect its business operations. There is however no assurance that any change in government regulation in the future will not adversely affect our business operations.
Environmental Liability
We will have to sustain the cost of reclamation and environmental remediation for all exploration and development work undertaken. Both reclamation and environmental remediation refer to putting disturbed ground back as close to its original state as possible. Other potential pollution or damage must be cleaned up and renewed along standard guidelines outlined in the usual permits. Reclamation is the process of bringing the land back to its natural state after completion of exploration activities. Environmental remediation refers to the physical activity of taking steps to remediate, or remedy, any environmental damage caused. The amount of these costs is not known at this time as we do not know the extent of the exploration program that will be undertaken beyond completion of the recommended work program.
In the application for the Mine Plan of Operations and Reclamation Plan (“MPO”), costs are estimated for reclamation after 12 months of work, which would include construction, and for reclamation of the entire project and the IDL must agree to those costs. Once the MPO is granted, I-Minerals must submit a surety or cash bond for the first 12 months to begin activities. After the first 12 months, the bond is increased to the full costs estimated to clean up the entire project.
Permits and regulations will control all aspects of the production program if the project continues to that stage. Examples of regulatory requirements include:
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Water discharge will have to meet drinking water standards;
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(ii)
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Dust generation will have to be minimal or otherwise re-mediated;
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(iii)
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Dumping of material on the surface will have to be re-contoured and re-vegetated with natural vegetation;
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An assessment of all material to be left on the surface will need to be environmentally benign;
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(v)
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Ground water will have to be monitored for any potential contaminants;
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(vi)
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The socio-economic impact of the project will have to be evaluated and if deemed negative, will have to be re-mediated; and
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(vii)
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There will have to be an impact report of the work on the local fauna and flora including a study of potentially endangered species.
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A reclamation bond of US$7,600 has been posted to cover the current plan of operations. The Storm Water Pollution Prevention Plan (SWPPP) has been publicly noted without objection as of November 16, 2012. HDR Engineering, Inc. (HDR), under contract with I-Minerals, USA (I-Minerals), has updated this stormwater pollution prevention plan (SWPPP) to reflect the requirements in the 2021 Multi-Sector General Permit for Stormwater Discharges Associated with Industrial Activities (MSGP). The SWPPP is updated for I-Minerals’ Bovill Kaolin Project (Project) Phase 1 activities. I-Minerals has been operating this facility under the 2015 MSGP. The U.S. Environmental Protection Agency’s (USEPA) re-issued the MSGP on January 15, 2021, with the 2021 MSGP becoming effective on March 1, 2021(replacing the 2015 MSGP). A notice of intent (NOI) and updated SWPPP was completed prior to May 30, 2021. The Company does not view the current environmental liability to be material as of April 30, 2021 as the amount is estimated to be below $5,000. Under our current ORP, we will be required to pay a reclamation bond of approximately $3,000,000.
Employees
As of the date of this annual report, we have three full time employees in Idaho, and the Chief Executive Officer in the United Kingdom.
Research and Development
We have not incurred any research and development expenditures since our inception.
Patents and Trademarks
As of June 16, 2017, The United States Patent and Trademark Office issued the company Certificates of Registration for the following marks: FortisparÒ (K feldspar), TrueQÒ (quartz), HalloPureÒ (standard halloysite), ULTRA HalloPureÒ (high purity halloysite) and I-MineralsÒ.
Item 1A. Risk Factors.
An investment in our common shares involves a high degree of risk. You should carefully consider the risks described below and the other information in this annual report before investing in our common shares. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common shares could decline due to any of these risks, and you may lose all or part of your investment.
Risks Related To Our Business
The following are some of the important factors that could affect our financial performance or could cause actual results to differ materially from estimates contained in our forward-looking statements. We may encounter risks in addition to those described below. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, may also impair or adversely affect our business, financial condition or results of operation.
Our operations may be materially and adversely impacted by the COVID-19 pandemic
The Company faces risks related to health epidemics and other outbreaks of communicable diseases, which could significantly disrupt its operations and may materially and adversely affect its business and financial conditions. In December 2019, an outbreak of a novel strain of coronavirus (“COVID-19”) emerged and has since spread worldwide, posing public health risks that have reached pandemic proportions. In March 2020, the World Health Organization declared COVID-19 a pandemic. During the fiscal 2021 and subsequent to April 30, 2021, the COVID-19 pandemic has had a material impact on the global economy, the scale and duration of which remain uncertain. The COVID-19 pandemic has also disrupted global supply chains and workforce participation and created significant volatility and disruption of financial markets. A prolonged economic downturn and adverse impact to global economies or a sustained slowdown in growth or demand could have an adverse effect on the commodity prices and/or our ability to raise financing to meet our ongoing obligations. The full extent to which COVID-19 impacts the Company will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning COVID-19 and the actions required to contain or treat its impact, among others. Investors are cautioned that operating and financial performance may vary from the expectations of management and our previously issued financial outlook as a result of the evolving COVID-19 environment.
We lack an operating history and have losses which we expect to continue into the future. As a result, we may have to suspend or cease exploration activities and if we do not obtain sufficient financing, our business will fail.
To date, we have been involved primarily in the acquisition, exploration and development of our mineral properties. We have no operating history upon which an evaluation of our future success or failure can be made. Our ability to achieve and maintain profitability and positive cash flow is dependent upon: (i) our ability to locate a profitable mineral property, and (ii) our ability to generate revenues.
In order to carry out longer duration mine building activities and our general continued operations, we will need to raise additional financing. Obtaining financing would be subject to a number of factors, including the market prices for industry minerals. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us. Since our inception, we have relied on equity financings and loans to fund our operations. We have not attained profitable operations and are dependent upon obtaining financing to pursue our plan of operation.
Because we are an exploration/evaluation stage company, our business has a high risk of failure.
We are an exploration/evaluation stage company that has incurred net losses since inception, we have not attained profitable operations and we are dependent upon obtaining adequate financing to complete our exploration activities. The success of our business operations will depend upon our ability to obtain further financing to complete our development of the Bovill Project and to attain profitable operations. If we are not able to complete a successful exploration program and attain sustainable profitable operations, then our business will fail.
We have expressed substantial doubt about our ability to continue as a going concern; as a result we could have difficulty finding additional financing.
Our financial statements have been prepared assuming that we will continue as a going concern. We have not generated significant revenues from our main operations since inception and have accumulated losses. As a result, we have expressed substantial doubt about our ability to continue as a going concern. Our ability to continue our operations depends on our ability to complete equity or debt financings or generate profitable operations. Such financings may not be available or may not be available on reasonable terms. Our financial statements do not include any adjustments that could result from the outcome of this uncertainty.
Because of the unique difficulties and uncertainties inherent in mineral exploration ventures, we face a high risk of business failure.
You should be aware of the difficulties normally encountered by mineral exploration and development companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the development of our property that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to development, and additional costs and expenses that may exceed current estimates.
There are uncertainties related to mineral reserve and mineralization estimates.
There are numerous uncertainties inherent in estimating proven and probable reserves and mineralization, including many factors beyond our control. The estimation of reserves and mineralization is a subjective process and the accuracy of any such estimates is a function of the quality of available data and of engineering and geological interpretation and judgment. Results of drilling, metallurgical testing and production and the evaluation of mine plans subsequent to the date of any estimate may justify revision of such estimates. No assurances can be given that the volume and grade of reserves recovered and rates of production will not be less than anticipated. Assumptions about prices are subject to greater uncertainty and industrial mineral prices have fluctuated widely in the past. Declines in the market price of industrial minerals also may render reserves or mineralization containing relatively lower grades of ore uneconomic to exploit. Changes in operating and capital costs and other factors including, but not limited to, short-term operating factors such as the need for sequential development of ore bodies and the processing of new or different ore grades, may materially and adversely affect reserves.
Because we have not earned significant revenues, we face a high risk of business failure.
We have not earned any significant revenues from business operations as of the date of this annual report. Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates.
Because of the inherent dangers involved in mineral exploration and development, there is a risk that we may incur liability or damages as we conduct our business.
The search for and development of valuable minerals involves numerous hazards. As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. At the present time we have no coverage to insure against these hazards. The payment of such liabilities may result in our inability to complete our planned development program and/or obtain additional financing to fund our development program.
Because the prices of minerals fluctuate, if the price of minerals for which we are developing decreases below a specified level, it may no longer be profitable to explore for those minerals and we will cease operations.
The profitability of mining operations is directly related to the market price of the industrial minerals being mined. The market price of industrial minerals may fluctuate widely and is affected by numerous factors beyond the control of any mining company. These factors include expectations with respect to the rate of inflation, the exchange rates of the dollar and other currencies, interest rates, global or regional political, economic or banking crises, and a number of other factors. If the market prices of the mineral commodities we plan to explore decline, this will have a negative effect on the availability of financing to us.
We may be required to defend title to the leases that comprise our Helmer-Bovill Property.
Title to mineral properties involves certain inherent risks due to the difficulties of determining the validity of certain claims, as well as the potential for problems arising from the frequently ambiguous conveyance history characteristic of many mineral properties. Although we have taken steps to verify title to mineral leases in which we have an interest, these procedures do not guarantee our title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.
If we are unable to commence commercial production or renew our leases on our Helmer-Bovill Property by March 1, 2023, we may lose our entire interest in our Helmer-Bovill Property.
Our interest in the Helmer-Bovill Property is comprised of mineral leases issued by the State of Idaho. The mineral leases are in good standing until March 1, 2023 (the “Expiry Date”) and will continue to be in good standing after the Expiry Date provided that we are carrying out mining operations on those mineral leases. If we are unable to commence commercial production or renew our mineral leases by March 1, 2023, we may lose our entire interest in our Helmer-Bovill Property. The loss of our mineral leases would adversely affect our business.
There are environmental risks associated with mineral exploration and development.
Environmental risks are inherent with mining operations. The legal framework governing this area is constantly developing, therefore we are unable to fully ascertain any future liability that may arise from the implementation of any new laws or regulations, although such laws and regulations are typically strict and may impose severe penalties (financial or otherwise). Our proposed activities of, as with any exploration, may have an environmental impact which may result in unbudgeted delays, damage, loss and other costs and obligations including, without limitation, rehabilitation and/or compensation. There is also a risk that our operations and financial position may be adversely affected by the actions of environmental groups or any other group or person opposed in general to our activities and, in particular, the proposed exploration and mining by us within the State of Idaho.
We face significant competition in the mineral exploration and development industry.
We compete with other mining and exploration companies possessing greater financial resources and technical facilities than we do. Due to our weaker competitive position, we may have greater difficulty in hiring and retaining qualified personnel to conduct our planned exploration and development activities, which could cause delays in our exploration programs.
There may be barriers in entering the market as we will be a new supplier of industrial mineral products.
We will be a new supplier of industrial mineral products. Accordingly, we will be competing with more established industrial mineral companies that currently supply the ceramics and glass industries with industry mineral products. Accordingly, the ceramics, glass and other industries may be reluctant to terminate existing supply relationships and retain our company as a supplier of industrial mineral products to them. In the event that we are unable to be retained by these industries, our operations may be negatively impacted.
If we are unable to hire and retain key personnel, we may not be able to implement our business plan and our business will fail
Our success will largely depend on our ability to hire highly qualified personnel with experience in industrial mineral processing and sales. These individuals may be in high demand and we may not be able to attract the staff we need. In addition, we may not be able to afford the high salaries and fees demanded by qualified personnel, or may lose such employees after they are hired. Currently, we have not hired any key personnel. Our failure to hire key personnel when needed could have a significant negative effect on our business.
Risks Related To The Ownership of Our Shares
There has been a very limited public trading market for our securities in the United States, and the market for our securities in the United States may continue to be limited and be sporadic and highly volatile. Trading in our shares on the TSX Venture Exchange has sometimes been sporadic.
There is currently a limited public market for our common shares. Our common shares trade in Canada on the TSX Venture Exchange and over the counter in the United States on the OTC Pink market place. We cannot assure you that an active market for our shares will be established or maintained in the future. The OTC Pink is not a national securities exchange, and many companies have experienced limited liquidity when traded through this quotation system. Trading in our shares on the TSX Venture Exchange has sometimes been sporadic. Holders of our common shares may, therefore, have difficulty selling their shares, should they decide to do so. In addition, there can be no assurances that such markets will continue or that any shares, which may be purchased, may be sold without incurring a loss. The market price of our shares, from time to time, may not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value, and may not be indicative of the market price for the shares in the future.
In addition, the market price of our common shares may be volatile, which could cause the value of our common shares to decline. Securities markets experience significant price and volume fluctuations. This market volatility, as well as general economic conditions, could cause the market price of our common shares to fluctuate substantially. Many factors that are beyond our control may significantly affect the market price of our shares. These factors include:
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price and volume fluctuations in stock markets;
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(b)
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changes in our operating results;
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(c)
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any increase in losses from levels expected by securities analysts;
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(d)
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changes in regulatory policies or law including changes to the laws and policies around mineral leases;
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(e)
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operating performance of companies comparable to us; and
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(f)
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general economic trends and other external factors.
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Even if an active market for our common shares is established, stockholders may have to sell their shares at prices substantially lower than the price they paid for the shares or might otherwise receive than if an active public market existed.
We will likely conduct further offerings of our equity securities in the future, in which case your proportionate interest may become diluted.
Since our inception, we have relied on such sales of our common shares to fund our operations. We will likely be required to conduct additional equity offerings in the future to finance our current projects or to finance subsequent projects that we decide to undertake. If common shares are issued in return for additional funds, the price per share could be lower than that paid by our current shareholders. We anticipate continuing to rely on equity sales of our common shares in order to fund our business operations. If we issue additional shares, your percentage interest in us could become diluted.
If we are, or were, a U.S. real property holding corporation, non-U.S. holders of our common shares or other security convertible into our common shares could be subject to U.S. federal income tax on the gain from the sale, exchange or other disposition of such security.
If we are or ever have been a U.S. real property holding corporation (a “USRPHC”) under the Foreign Investment Real Property Tax Act of 1980, as amended (“FIRPTA”) and applicable United States Treasury regulations (collectively, the “FIRPTA Rules”), unless an exception applies, certain non-U.S. investors in our common shares (or options or warrants for our common shares) would be subject to U.S. federal income tax on the gain from the sale, exchange or other disposition of our common shares (or such options or warrants), and such non-U.S. investor would be required to file a United States federal income tax return. In addition, the purchaser of such common shares, option or warrant would be required to withhold from the purchase price an amount equal to 10% of the purchase price and remit such amount to the U.S. Internal Revenue Service.
We have not conducted a formal analysis of whether we are or have ever been a USRPHC. However, we believe that we may be a USRPHC. In general, under the FIRPTA Rules, a company is a USRPHC if its interests in U.S. real property comprise at least 50% of the fair market value of its assets. If we are or were a USRPHC, so long as our common shares are “regularly traded on an established securities market” (as defined under the FIRPTA Rules), a non-U.S. holder who, actually or constructively, holds or held no more than 5% of our common shares not subject to U.S. federal income tax on the gain from the sale, exchange or other disposition of our common shares under FIRPTA. In addition, other interests in equity of a USRPHC may qualify for this exception if, on the date such interest was acquired, such interests had a fair market value no greater than the fair market value on that date of 5% of our common shares. Any of our common shares (or owners of options or warrants for our common shares) that are non-U.S. persons should consult their tax advisors to determine the consequences of investing in our common shares (or options or warrants).
The JOBS Act will allow us to postpone the date by which we must comply with certain laws and regulations and to reduce the amount of information provided in reports filed with the SEC. We cannot be certain if the reduced disclosure requirements applicable to “emerging growth companies” will make our common shares less attractive to investors.
We are and we will remain an "emerging growth company" until the earliest to occur of (i) the last day of the fiscal year during which our total annual revenues equal or exceed $1 billion (subject to adjustment for inflation), (ii) the last day of the fiscal year following the fifth anniversary of our initial public offering, (iii) the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt securities, or (iv) the date on which we are deemed a "large accelerated filer" (with at least $700 million in public float) under the Securities Exchange Act of 1933, as amended (the “Exchange Act”). For so long as we remain an "emerging growth company" as defined in the JOBS Act, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" as described in further detail in the risk factors below. We cannot predict if investors will find our common shares less attractive because we will rely on some or all of these exemptions. If some investors find our common shares less attractive as a result, there may be a less active trading market for our common shares and our stock price may be more volatile. If we avail ourselves of certain exemptions from various reporting requirements, as is currently our plan, our reduced disclosure may make it more difficult for investors and securities analysts to evaluate us and may result in less investor confidence.
As an “emerging growth company” we are permitted to adopt accounting standards within the same timeframes as private companies. This may make it more difficult to compare our financial statements to the financial statements of other public companies.
Pursuant to the JOBS Act, as an “emerging growth company”, we are permitted to adopt new or revised accounting standards issued by the Financial Accounting Standards Board (“FASB”) and the Securities and Exchange Commission (“SEC”) on the same date as private companies rather than other public companies. The JOBS Act permitted us to “opt out” of these extended transition periods, however we have not elected to opt out of these rules. This may make it more difficult to compare of our financial statements with other public companies that are not “emerging growth companies”.
The JOBS Act allows us to postpone the date by which we must comply with certain laws and regulations intended to protect investors and to reduce the amount of information provided in reports filed with the SEC.
We meet the definition of an “emerging growth company” and so long as we continue to qualify as an “emerging growth company,” we will, among other things:
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be exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that its independent registered public accounting firm provide an attestation report on the effectiveness of its internal control over financial reporting;
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be exempt from the "say on pay” provisions (requiring a non-binding shareholder vote to approve compensation of certain executive officers) and the "say on golden parachute” provisions (requiring a non-binding shareholder vote to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of The Dodd–Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) and certain disclosure requirements of the Dodd-Frank Act relating to compensation of Chief Executive Officers;
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be permitted to omit the detailed compensation discussion and analysis from proxy statements and reports filed under the Exchange Act, as amended and instead provide a reduced level of disclosure concerning executive compensation; and
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be exempt from any rules that may be adopted by the Public Company Accounting Oversight Board (“PCAOB”) requiring mandatory audit firm rotation or a supplement to the auditor’s report on the financial statements.
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We currently intend to take advantage of all of the reduced regulatory and reporting requirements that will be available to it so long as it qualifies as an “emerging growth company”. We have elected not to opt out of the extension of time to comply with new or revised financial accounting standards available under Section 102(b)(1) of the JOBS Act. Among other things, this means that our independent registered public accounting firm will not be required to provide an attestation report on the effectiveness of our internal control over financial reporting so long as we qualify as an “emerging growth company”, which may increase the risk that weaknesses or deficiencies in the internal control over financial reporting go undetected. Likewise, so long as we qualify as an “emerging growth company”, we may elect not to provide certain information, including certain financial information and certain information regarding compensation of executive officers, which would otherwise have been required to provide in filings with the SEC, which may make it more difficult for investors and securities analysts to evaluate us. As a result, investor confidence in our company and the market price of our common shares may be adversely affected.
Notwithstanding the above, we are also currently a “smaller reporting company”, meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have either: (i) a public float of less than $250 million, or (ii) annual revenues of less than $100 million during the most recently completed fiscal year and (A) no public float, or (B) a public float of less than $700 million. In the event that we are still considered a “smaller reporting company”, at such time we cease being an “emerging growth company”, the disclosure we will be required to provide in our SEC filings will increase, but will still be less than it would be if we were not considered either an “emerging growth company” or a “smaller reporting company”. Specifically, similar to “emerging growth companies”, “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; are not required to conduct say-on-pay and frequency votes until annual meetings occurring on or after January 21, 2013; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, only being required to provide two years of audited financial statements in annual reports. Decreased disclosures in our SEC filings due to our status as an “emerging growth company” or “smaller reporting company” may make it harder for investors to analyze the Company’s results of operations and financial prospects.
Our securities are considered a penny stock.
Because our securities are considered a penny stock, shareholders will be more limited in their ability to sell their shares. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system. Because our securities constitute “penny stocks” within the meaning of the rules, the rules apply to us and to our securities. The rules may further affect the ability of owners of shares to sell our securities in any market that might develop for them. As long as the trading price of our common shares is less than $5.00 per share, the common shares will be subject to Rule 15g-9 under the Exchange Act. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that:
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contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
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contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of securities laws;
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contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;
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contains a toll-free telephone number for inquiries on disciplinary actions;
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defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and
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contains such other information and is in such form, including language, type, size and format, as the SEC shall require by rule or regulation.
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The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such shares; and (d) a monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our shares.
FOR ALL OF THE AFORESAID REASONS AND OTHERS SET-FORTH AND NOT SET-FORTH HEREIN, AN INVESTMENT IN OUR SECURITIES INVOLVES A CERTAIN DEGREE OF RISK. ANY PERSON CONSIDERING TO INVEST IN OUR SECURITIES SHOULD BE AWARE OF THESE AND OTHER FACTORS SET-FORTH IN THIS REPORT AND IN THE OTHER REPORTS AND DOCUMENTS THAT WE FILE FROM TIME TO TIME WITH THE SEC AND SHOULD CONSULT WITH HIS/HER LEGAL, TAX AND FINANCIAL ADVISORS PRIOR TO MAKING AN INVESTMENT IN OUR SECURITIES. AN INVESTMENT IN OUR SECURITIES SHOULD ONLY BE ACQUIRED BY PERSONS WHO CAN AFFORD TO LOSE THEIR TOTAL INVESTMENT.
Item 2. Properties.
We currently do not own any real property. We currently sub lease on a month to month basis an office space located at Suite 880, 580 Hornby Street, Vancouver, BC Canada V6C 3B6, consisting of approximately 256 square feet at a cost of $1,500 per month. We currently lease on a month to month basis an office space located at 13403 N. Government Way, Suite 102, Hayden, ID 83835, consisting of approximately 800 square feet at a cost of $1,000 per month.
HELMER-BOVILL PROPERTY
We own a 100% interest in our lead mineral project called the Helmer-Bovill Property. Our activities at the Helmer-Bovill Property are focused on developing the Bovill Project and the WBL Tailings Project, which are located within the Helmer-Bovill Property.
The mineral leases are in good standing until March 1, 2023 at which time they will be held by us contingent on production pursuant to the statutory language of Idaho Code 47-704(2).
The technical information appearing below concerning the Helmer-Bovill Property is derived from the April 17, 2019 report 43-101 Resource Technical Report Re-issue Bovill Project, Idaho Report Prepared by SRK Consulting (U.S.), Inc. SRK Project Number: 165800.110 Signed by Qualified Persons: Matthew Hastings, MSc Geology, MAusIMM (CP) Brooke Miller Clarkson, MSc, CPG Reviewed by: William Cain, BSc Geology.
Description of Property
The Helmer-Bovill Property is a development stage open pit mining operation which will produce feldspathic sand, kaolinite clay and halloysite clay. The area has been mined historically for similar products.
The Helmer-Bovill Property is located at geographical coordinates 46° 53' 14.7" N. latitude and 116° 28’ 11.7" W longitude (State Plane, NAD 83, Zone 1103, Idaho West: 1 900 717 N, 2 454 671 E) in Latah County, Idaho, USA. The property currently totals 5,140.6 acres. The mineral leases are not adjoining but are situated within three surveyed townships near the town of Bovill, Idaho.
Figure 1. Location of the Helmer-Bovill Property
Figure 2. Location of Mineral Leases
The Helmer-Bovill Property area is located on endowment lands owned and administered by the IDL. These and other IDL holdings across the state of Idaho were granted to the state in 1890 by the federal government on the condition they produce maximum long-term financial returns for public schools and other beneficiaries. Therefore, IDL has a mandate for these lands to produce revenue to support the state’s public-school system and other state institutions. To achieve this, IDL manages these properties primarily for profit through the production of timber, livestock grazing, and the extraction of mineable materials.
The State of Idaho endowments lands fall in two categories referred to as Fee Simple (FS) and Minerals Only (MO). The FS lands are where the State owns both mineral and surface rights. The MO lands are where the State owns mineral rights but someone else owns surface rights. The majority of the lands held by us are FS. All mineral resources and mineral reserves described in this report are located on FS lands. By way of our mineral leases, we have surface rights and legal access to the Helmer-Bovill Property provided it meets all permitting and bonding requirements administered by IDL. In the State of Idaho, mineral leases are not required to be physically located in the field. The mineral leases are currently described only on paper by the U.S. Public Land Survey Grid.
In 2002, we acquired from IIM, through our wholly owned subsidiary i-Minerals USA Inc., 16 State of Idaho mineral lease applications in Latah County, Idaho, to cover deposits of feldspar, kaolin, and quartz located near Bovill, Idaho. In 2003, we converted these applications to ten mineral leases and subsequently obtained two more mineral leases. Renewal applications for all 12 leases were filed on April 27, 2012 with a US$3,000 application fee. As part of the renewal process, Idaho converted the 12 mineral leases into 10 revised mineral leases which were issued on February 28, 2013. Subsequently, during 2013 the State of Idaho granted one additional mineral lease to us. At this time, we hold 11 mineral leases totaling 5,140.64 acres. All current leases are valid until 2023. Due to recent changes in the law, we are exploring various options for renewal. All leases are subject to rental fees of US$1.00/acre/y and a production royalty of 5% of gross proceeds.
The production royalty is prepaid at a rate of US$500 per lease for the first five years, and increases to US$1,000 per lease for the second five years of the lease. The surface rights of the 11 mineral leases are owned by both the State of Idaho and some private landowners. However, the surface right of the mineral leases specific to the resource estimation contained in this report are all owned and administered by the State of Idaho. The U.S. Army Corps of Engineers (“USACE”) owns the surface rights of all waterways located within the mineral lease boundaries.
The details of the mineral leases that comprise the Helmer-Bovill Property are summarized below:
Mineral Lease No.
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FS / MO
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E410005
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FS
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172.00
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E410006
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FS
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377.75
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E410007
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FS
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140.00
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E410007
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FS
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260.00
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E410008
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FS
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370.80
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E410008
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FS
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160.00
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E410008
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FS
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53.17
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E410009
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MO
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80.00
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E410009
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MO
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280.00
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E410009
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MO
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269.50
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E410010
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FS
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242.44
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E410010
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FS
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242.52
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E410010
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FS
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40.00
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E410010
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FS
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80.00
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E410011
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FS
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117.19
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E410011
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FS
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438.73
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E410012
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MO
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41.41
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E410012
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MO
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80.00
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E410013
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FS
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240.00
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E410013
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FS
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400.00
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E410014
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FS
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413.78
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E410014
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FS
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161.35
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E410015
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FS
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480.00
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Location, Access and Infrastructure
The Project is located near the town of Bovill, Idaho, and is accessed by road by following Idaho State Highway 8 (ID-8) west for 0.4 mi, then turning right (west) on Moose Creek Road/National Forest Road 381 and following for 5.5 miles. ID-8 is an improved two-lane road, while Moose Creek Road/National Forest Development Road 381 is a dirt/gravel road that provides access to State and Federal lands. In addition, access to specific areas to be mined will require either upgrades to former logging roads or construction of new access roads.
The nearest, large communities are Moscow, Idaho, which lies about 28 miles west-southwest of the Property, and Lewiston, Idaho, which lies about 33 miles to the southwest. Transport to the Helmer-Bovill Property would utilize standard over-highway vehicles.
Electric power would be provided by Avista Corp. We would be required to share in the costs in the construction of four miles of power lines, including a 2 mile 115 kv line to a substation, and a 2 mile 24 kv line from the substation to the plant site.
Natural gas is available to the Helmer-Bovill Property from a natural gas pipeline that extends from Moscow to Bovill and is available to be utilized for this processing facility. Approximately two miles of pipeline would need to be constructed.
Water required for processing will primarily come from a small reservoir north of the Project site. New wells located at the process plant site will provide potable water. Groundwater from drilled wells is typically used to serve domestic needs within the vicinity of the Project.
The region has a long history of clay production, forestry and farming. A labor force skilled in heavy equipment operation, trucking, and general labor exists within the surrounding communities and rural areas.
There are several suitable locations for potential tailings storage, mining waste disposal, and potential processing plants.
Climate and Physiography
The climate at the Project site, as described by the nearby Natural Resources Conservation Services Sherwin 752 weather station, is characterized by an average annual precipitation of 40.02 inches, with the highest values recorded between October and March. The annual minimum and maximum temperatures are 30.4°F and 55.3°F, respectively; with average monthly minimum and maximum temperatures ranging from 16.4°F to 42.6°F and 30.3°F to 83.2°F, respectively. Available records (1952 to 2010) from the Elk River weather station indicate an average total snowfall ranging from 0.1 inch in October to 27.5 inches in February, with a monthly maximum snowfall of 88 inches. Average snow depth ranges from 1 inch in November to 75 inches in February.
The average elevation is about 3,000 ft. above mean sea level, with a topographic relief of about 200 ft. The area is largely covered with soil, but old workings (pits and trenches) and road cuts provide exposure to the underlying bedrock geology. The Helmer-Bovill Property is located on the west side of the Potlatch River drainage area.
The Helmer-Bovill Property area consists of low foothills and ridges alternating with relatively wide, flat basins. Forested areas occupy the slopes and ridge tops which are managed primarily for timber production. Conifer forest makes up approximately 50% of the overall Helmer-Bovill Property area. Forest stands were observed to be early seral, highly fragmented, and lacking in the ecological functions and values of older, more contiguous forests. Grasslands occur in the basins alongside sinuous intermittent and perennial stream channels. The Helmer-Bovill Property area is currently permitted for livestock grazing. Most of the Helmer-Bovill Property area has been disturbed by previous mining, forestry and grazing activities and, as such, contain predominantly disturbance oriented plant communities. Non-forested meadows or pasture areas are intensively grazed resulting in a proliferation of non-native vegetation and soil compaction and erosion.
Surface waters primarily consist of small, meandering, intermittent stream channels that flow toward the Potlatch River. These channels are typically located in the level “flats” between low hills or ridgelines and dry up by mid or late summer. Most streams are hydrologically altered by high- density road construction, historic mining, and cattle grazing. Grazing has also eliminated much of the woody growth along most stream channels resulting in eroded channels and sedimentation. Other surface waters include several old clay mining pits and small dams that have developed into water catchment basins as well as emergent wetlands flanking the stream channels. Groundwater appears in scattered locations as either springs or seepage discharge along streams or edges of wetlands. Native soils predominate in the area.
History
U.S. Bureau of Mines (“USBM”) and United States Geological Survey (“USGS”) (1942-1947)
During World War II, the clays in eastern Washington and northern Idaho were examined as a possible source of alumina and a substitute for foreign bauxite ores. Domestic bauxite reserves were being depleted, and the importation of foreign bauxites was handicapped by transportation difficulties. Both the USGS and USBM conducted extensive field studies that were followed by the drilling of 650 holes that totaled about 20,252 ft.
USBM (1953-1963)
In 1953 the USBM continued their search for viable clay deposits. They also investigated the potential of the contained silica sand for the glass industry. The USBM tested the Benson and Olsen clay deposits between Troy and Deary, and then moved on to the Bovill deposits. Ninety-seven samples were collected from 1,325 ft. of drilling over an area covering 750 ft. x 350 ft. that is located 1.5 miles southwest of Bovill near State Highway 8.
A.P. Green Refractories Company (1956-1993)
In 1956, A.P. Green Refractories Company purchased all the remaining assets of Troy Brick and Clay and acquired a lease, being located north of Helmer, from which they produced refractory clay. They processed the clay by air flotation to produce two grades of refractory clay. Production continued until the early 1990’s when Hammond Engineering purchased one pit from A.P. Green. This pit produced transported clay for ceramic applications. Total production from the area during this period is estimated to be 250,000 tons.
J.R. Simplot Company (1956-1974)
In 1956, the J.R. Simplot Company (“Simplot”) of Boise, Idaho, acquired leases covering the Bovill deposits. In a cooperative program, Simplot and USBM drilled 240 holes (99 of which were on 50 ft. centers) and conducted washing, pyrometric, mineralogical, and beneficiation tests. By 1962, Simplot had built a clay plant, the Miclasil facility, for the production of paper fillers and specialty ceramics. Production initially came from pits in the Bovill deposit, which are in transported clay of the Latah formation directly south of the plant. Simplot shifted production to residual clay deposits in the granodiorite, as this source proved more satisfactory for paper filler. The pits exploited by Simplot for residual clays were the WBL north and south pits and the Moose Creek Clay Mine, and the Stanford pit. Simplot operated their plant until 1974, when it was sub-leased to Clayburn Industries of British Columbia. Clayburn operated the property only a few years, calcining clay that was shipped to Canada and processed into super-duty and 70% alumina bricks. In 1994 the plant was dismantled and the property partially reclaimed.
Several Companies (1983-1986)
During the mid-1980’s, a number of companies began exploration work in the Helmer-Bovill area to identify clays suitable for use as paper fillers and coaters. The University of Indiana, Nord Resources, Miles Industrial Mineral Research, and Cominco American conducted work on the Helmer-Bovill area deposits. In 1985-1986, the Erikson- Nisbet Partnership formed a consortium of companies to develop new processes for beneficiation of the clays, but the introduction of precipitated calcium carbonate fillers for paper reduced the demand for kaolin fillers.
Regional Geology
The regional geology is dominated by Precambrian sedimentary rocks of the Belt Supergroup (“Belt”), which have been strongly deformed and intruded with granitic phases of the Idaho Batholith during the Cretaceous age Sevier Orogeny.
During the Middle Proterozoic, the area was dominated by a large intra-cratonic basin that was subsiding along syn-sedimentary faults. The basin sediments comprise the Belt which range in age from about 1,470 to 1,400 Ma. The oldest units consist of the Lower Belt sequence, these are overlain by the Middle Belt Carbonates and the youngest are the Missoula Group.
The Belt sediments are believed to have remained relatively stable until approximately 1,350 Ma when portions of the basin were affected by compressional tectonics of the East Kootenay Orogeny. This orogeny was followed by rifting of the basin during the late Proterozoic-early Paleozoic when large portions of the sediments were transported away and the western margin of North America was developed.
The next major tectonic event occurred during the Cretaceous Sevier Orogeny. Early compressional tectonics dominated the area forming large-scale folds, reverse and thrust faults. During the late Cretaceous, the Bitterroot Lobe of the Idaho Batholith was emplaced in the region. The intrusive rocks described below were formed during this event.
The most recent, significant, geologic event was the deposition of the Columbia River Basalts (“CRB”). The CRB consist of a large plateau flow sequence of Miocene age (6 to 17 Ma). The lavas are distributed over an extensive area covering portions of Idaho, Oregon, and Washington. Minor extensional block faulting has resulted in much of the present landscape.
Local Geology
Belt Series
The Precambrian metasediments of the Belt series are the oldest rocks in the Bovill-Moscow area and form the basement for the entire area. The Belt series rocks crop out primarily in the northern and eastern sections of the Helmer-Bovill Property. They form a high-grade metamorphic facies assemblage that includes gneiss, schist, and minor meta-quartzite, meta-argillite, and meta-siltite.
Thatuna Granodiorite
Granitoid intrusive rocks of Cretaceous age underlie a large portion of the Helmer-Bovill area and form part of the Thatuna batholith. Thatuna lithologies consist predominantly of granodiorite with subordinate adamellite, tonalite, and granite. The principal mineral constituents are quartz, plagioclase feldspar, K-spar, and biotite with trace to minor amounts of muscovite, garnet, and epidote. The batholith is medium- to coarse-grained granular, and porphyritic textures are common. Erosion of the Thatuna batholith developed a mature topography where it is exposed in Latah County.
Recent geological mapping identified a previously undescribed phase of the Thatuna batholith, referred to as the Kmcp. The Kmcp is interpreted to be a border zone of the intrusion that occurs along the interface between the main-stage, coarse-grained, and porphyritic Thatuna batholith and the Precambrian Belt series roof rocks. Intrusion into cooler roof rocks resulted in a distinctive and texturally diverse unit characterized by dominant granular medium-grained and subordinate coarse-grained and pegmatoid textures, the lack of well-developed porphyritic textures and the presence of Precambrian xenolithic paragneiss, paraschist and metasiltite blocks inherited from the roof rocks. Where unaltered, the Kmcp intrusive rocks contain a primary assemblage of plagioclase, K-spar, quartz, biotite, and muscovite, and are predominantly of granodioritic to granitic composition. The porphyritic main body of the Thatuna batholith does not appear to crop out within the mapped part of the Helmer-Bovill area.
The Kmcp derives its distinctive character from high-level interaction with the Precambrian metasedimentary roof rocks. More rapid cooling in the contact zone produced a dominant medium-grained, non-porphyritic, granodioritic unit in contrast to the coarser-grained, porphyritic granodiorite lithology that characterizes the deeper main stage of the batholith. In the roof zone, hydrous mineral-bearing xenolithic blocks of the Precambrian Belt series metasediments were entrained by the intruding magma and outgassed of their volatile component. The outgassing contributes to the creation of pockets of hydrous granitic liquid proximal to the Precambrian blocks. These pockets crystallized subsequently into coarse-grained to pegmatoid granite pods that are distributed within the larger body of medium-grained granodiorite. Owing to the physicochemical conditions of crystallization within the hydrous pods of granitic liquid, the resultant solidified rocks show a stronger tendency toward higher proportions of K-feldspar relative to plagioclase and higher K2O/Na2O ratios than does the dominant medium-grained granodiorite.
Weathered Thatuna Granitoid
The exposed Thatuna batholith was subjected to intense weathering in a tropical or near-tropical climate during the Miocene epoch, while the Columbia River basalts were erupted and the Latah formation sediments were deposited. In response to the strong weathering, much of the feldspar and at least some of the mica in the igneous body were altered to one or more varieties of clay minerals. The depth limit of weathering may initially have been fairly consistent; however, subsequent erosion has left a variable weathering profile with thickness roughly dependent on topography. At present, the depth of weathering may exceed 100 ft. along ridges and be less than 3 ft. in some valleys.
Of particular importance is the weathering of the feldspar in the granitoids to halloysitic to kaolinitic clays. It was the presence of kaolinitic clay deposits that provided the initial impetus for economic mineral development in north Idaho. Plagioclase feldspar is the least stable phase in the weathering environment, and it alters to form clay well before K-spar and muscovite. K-spar and the micas are relatively resistant to alteration during all but the most intense weathering. Quartz is impervious to alteration throughout the weathering cycle. In the Helmer-Bovill area, pits that were mined for kaolin in residual deposits contained mostly quartz, halloysite, kaolinite, and K-spar. The waste material is primarily quartz and K-feldspar, with plagioclase accounting for only a minor proportion of the total feldspar.
Potato Hill Volcanics
The Potato Hill volcanic rocks are silicic to intermediate volcanic rocks and include lava flow and pyroclastic flow units, as well as hypabyssal intrusive rocks. They form much of the rock along the western edge of the Helmer embayment at Potato Hill, and along the southern edge of the Thatuna. Many of the pyroclastic flows contain abundant xenolithic clasts of older granodiorite and Belt metasediments.
The individual flows are 3 to 50 ft. thick and the complete sequence exceeds 900 ft. in thickness. The flow units generally contain 3% to 10% phenocrysts of feldspar and quartz distributed in an aphanitic matrix of devitrified volcanic glass. Accessory minerals include magnetite, hornblende, apatite, and zircon. Some lithic-rich pyroclastic flow units carry up to 20% fragments. The saprolitic weathering that is well-developed in the older rocks has not appreciably affected the Potato Hill volcanics.
Columbia River Basalts
The First Normal member of the Grande Ronde formation, the Priest Rapids member of the Wanapum formation, and the Onaway member of the Saddle Mountain formation (oldest to youngest, respectively) are all Columbia River basalt flows mapped in the Helmer-Bovill area. The Grande Ronde formation flow occurs in the southern portion of the Helmer-Bovill area and consists of fine-grained to very fine-grained aphyric basalt. The Priest Rapids flow is a medium to course-grained basalt with microphenocrysts of plagioclase and olivine in a groundmass of intergranular pyroxene, ilmenite, and devitrified glass. It crops out in increasing abundance to the southwest toward Deary. Saddle Mountain basalts are found much further to the west. The importance of the Columbia River basalts to the genesis of the Latah formation is that the episodic basaltic extrusion dammed streams and formed lakes into which kaolin-rich sediments eroded from weathered granitoid and Precambrian metasediments were deposited.
Latah Formation
The Latah formation can be described as lake bed sediments that, although local in origin and distributed in disconnected basins, occur over an area 175 miles long and 75 miles wide in eastern Washington and northern Idaho. Episodic flows of the Columbia River basalts blocked streams and formed lakes that collected sediments eroded from surrounding rocks. In the Helmer-Bovill area, a major basin termed the Helmer embayment occurs over an area of approximately 25 to 30 square miles. Latah formation sediments are described as clay, silt, sand and minor gravel deposits that are laterally equivalent with and overlie flows of Columbia River basalts. The clays are white, yellow, red and brown in color, kaolinite-rich, and range from a few feet to several tens of feet in thickness.
Palouse Formation
The Palouse Formation comprises mixed loess and flood plain sediments of Pleistocene age. It ranges in thickness from 3 to 35 ft. in thickness and averages 10 ft. thick in the Helmer embayment. The unconsolidated layers also include volcanic ash from the eruption of various Cascade Range volcanoes.
Mineralization
The Helmer-Bovill Property hosts four different deposit types. These include primary Na-feldspar deposits, residual K-spar-quartz-kaolinite+/-halloysite deposits, transported clay deposits and K-spar-quartz tailings deposits (which are located at the WBL Tailings Project).
The primary Na-feldspar deposits are hosted within granitic border phases of the Thatuna granodiorite. The transported clay deposits are hosted primarily within the Latah formation. This formation was deposited primarily in shallow lakes dammed by Columbia River Basalts. Extensive weathering of feldspathic source terrains constitutes the provenance of these clays. The residual deposits are derived from saprolitic weathering of the Thatuna granodiorite-granitic phases. In general, Na-feldspar alters to kaolinite and halloysite. These clays are accompanied by residual K-spar and quartz and are the subject of this report.
The WBL Tailings Project hosts K-spar and quartz, some clay and mica, and minor amounts of plagioclase. The tailings were deposited on a gently east-northeast sloping hillside and also with an impoundment structure located at the base of the slope. Exploration trenches indicate the tailings are in excess of 17 ft. deep in most places. In general, the sloping portions of the tailings are composed of coarser material and the flat lying portions at the base of the slope are composed of relatively finder materials. The tailings appear to be continuous based on observations from test pits.
Feldspars
The unweathered Thatuna Batholith represents a source carrying a high total feldspar abundance, of which a significant proportion is Na-feldspar. In the strongly weathered Thatuna Batholith rocks plagioclase (Na-feldspar) shows nearly complete alteration to a kaolin mineral, but much of the K-spar survives alteration.
Quartz
Exploration and drilling results indicate that the quartz in the Thatuna batholithic rocks is relatively free of Fe-bearing mica or oxide inclusions. The analytical values for the trace elements in the quartz are very near or below detection limits for the electron microprobe and indicate that quartz from the Moose Meadows area is essentially free of impurities. This data suggests that the area has excellent potential to produce a glass-grade product that might be processed further into feed stocks for the high purity quartz market.
Clay Minerals
The kaolinite group of clay minerals includes four minerals that are similar chemically, but differ with regard to crystal structure. Two of these kaolinite group minerals, kaolinite and halloysite are the major clay minerals in the Helmer-Bovill area clay deposits. Crystal structure differences are important and control properties relevant to their commercial applications. Kaolinite occurs as distinct platelets, whereas halloysite forms tubes and spheroids. Although halloysite also has a plate-like crystal form, imperfections in its crystal lattice cause the crystal to “roll up” into the tubular forms. There are two varieties of halloysite, the four-water variety and the two-water variety. The two-water variety is a dehydrated version of the four-water halloysite and is almost impossible to distinguish from poorly crystallized kaolinite. Both varieties of tubular halloysite and poorly crystallized kaolinite exhibit poor viscosity.
Residual clays developed on weathered granitoid in the Helmer-Bovill area are a mixture of halloysite and kaolinite, with the concentration of total each dependent upon the degree of weathering. Drilling shows that halloysite content decreases with depth as the effects of weathering diminish. In tests on two samples from the WBL north pit, GMT (2005) demonstrated that there is a significant halloysite fraction in the residual clay. The work done by GMT indicates that the quality of the residual clay from the WBL pit is high enough to be used in some high-end specialty paper, paint, and ceramic markets. Work done by I-Minerals and further continued by GMT show that a wet process using proven gravity separation equipment can produce a high-quality halloysite product that will gain attention of halloysite markets.
Deposit Type
The mineral deposit consists of residual deposits containing primarily K-spar, quartz and clays. The mineral deposit is underlain by the Thatuna Batholith, composed mainly of plagioclase feldspar, K-spar and quartz. Weathering has created a residual saprolite horizon which directly overlies the bedrock from which it was derived. During the natural processes of weathering, the original plagioclase feldspars have preferentially broken down to produce the clays kaolinite and halloysite. The K-spars have resisted weathering to a degree and much of the original component remains as free grains. Similarly, the quartz component of the host rock remains as free grains in the weathered material.
Exploration, Drilling and Bulk Sampling/Pilot Testing
Exploration Programs
During the period from 1999 through the end of 2001, the exploration work included the acquisition of over 6,000 acres of mineral lease applications, the compilation of an extensive file on the results of previous operations, and new drilling programs.
During 2002 and 2003, geologic mapping and petrographic studies were performed. An electron microprobe analytical study was conducted on field samples, quartz products and feldspar products from earlier work. Following petrographic and microprobe studies, select intervals of residual deposits from the 2000-2001 drilling program were sent to Mineral Resource Laboratory (MRL) for process testing.
Since 2003, all exploration work completed on the property has involved diamond core drilling. The Mineral Resource estimate included in the 2016 FS is based on data and information gathered during these diamond drilling programs. The exploration work we conducted was used to target generalized rock types and their weathering by-products. The work was successful in defining four target areas which were subsequently tested by diamond drilling. SRK Consulting (SRK) reviewed the exploration procedures and sampling methods as part of the pre-feasibility study completed in 2014 and found that the work was conducted by trained professionals to industry standards for a deposit of this type. SRK also stated that the exploration methods were successful in defining their intended targets and that similar techniques would be appropriate to expand the resource base if necessary.
Drilling Programs
During 2000-2001, a 41-hole diamond drill program was completed at the Project, focused on both bedrock feldspar deposits and residual deposits. Approximately 50% of the drill holes penetrated residual deposits at or very near the surface. A total of 4,063 ft. were drilled during this program. All holes were surveyed by Rim Rock Surveying.
In 2003, a 12-hole, diamond drill program was completed at the Project, testing for residual deposits over a broad area. A total of 1,333 ft. were drilled in this program. The core was split, sampled, and described in detail within a previous Technical Report and in petrographic reports prepared for I‑Minerals. All holes were surveyed with a hand held GPS with an accuracy of several meters.
In 2007, a 28-hole, diamond drill program was conducted to further evaluate the residual deposits. Six holes were located in the WBL Pit area on 200 to 600 ft spacing. The remaining holes were spread over the entire property to test those areas believed to be underlain by the weathered Thatuna granodiorite, establishing several new prospective areas. A total of 3,529 ft were drilled during this program. The six holes located at WBL Pit were surveyed by Jamar and Associates and all remaining holes were surveyed by handheld GPS with an accuracy of several meters.
In 2010, a 10-hole, diamond drilling program was completed in the WBL Pit and Middle Ridge areas. Five holes were completed in each area, on 400 to 900 ft spacing. A total of 1,195 ft were drilled in this program. All holes were surveyed by Taylor Engineering with a differential GPS with centimetre accuracy.
In 2011, a 66-hole, diamond drilling program was conducted in the WBL Pit and Middle Ridge areas. At Middle Ridge, 45 holes were drilled and at WBL, 21 holes were drilled. These holes were mostly located on 200 ft spacing with a few on 400 ft. A total of 7,747 ft were drilled during this program. All holes were surveyed by Taylor Engineering with a differential GPS with centimetre accuracy.
In 2013, a 167-hole, diamond drilling program was conducted in the Middle Ridge deposit and in two new areas referred to as Kelly’s Hump North and South. At Middle Ridge, 21 additional holes were completed to provide a drill pattern on 100 ft spacing in the area hosting higher halloysite grades. In the Kelly’s Hump area, a phase one program was completed with 17 holes spread though out the elevated area of the north south trending ridge. These were generally spaced at approximately 400-800 ft with all but one, located in the northern area. A Phase two program was completed with 113 additional holes on 100 ft spacing in the Kelly’s Hump North area, and 16 holes on 200 ft spacing in the Kelly’s Hump South area. A total of 17,811 ft. were drilled during this program. The drill hole locations were first laid out by Taylor Engineering with a differential GPS and then once the drill rig was set up any offsets were measured with a tape measure.
The drillhole database supporting the resource estimation of this report consists of 322 diamond core drillholes totaling 35,909 ft. The shallowest hole is 20 ft, the deepest is 260 ft, and the average is 112 ft. All drillholes are oriented vertically and none of the holes have down hole deviation surveys. Since all of the drilling is relatively shallow the lack of down hole deviation survey has no material impact on the sample location. Since many of the older drillholes are located with a hand held GPS their elevations do not match the current, high resolution topographic surface. For this reason, all drillhole supporting the resource estimation of this report, are draped onto the high resolution topography to provide a uniform basis of elevation control. Typically, the sample recovery was very good ranging from 60 to 100%. The average core recovery is 87%.
Figure 3. Drill Hole Locations
Mineral Processing and Historical Testing
Various investigators have undertaken mineralogical, beneficiation, and product characterization testing programs on material taken from our Helmer-Bovill property. This testing includes primary material from the Bovill deposit, as well as secondary material—referred to as WBL Tailings—that was generated from a previous kaolin clay mining operation at the site during the 1960s and 1970s.
Much of the process developed to recover the minerals was conducted by two principal investigators: Ginn Mineral Technology (GMT) and the Mineral Research Laboratory (MRL) of North Carolina State University. GMT completed the developmental work on the clay (halloysite and kaolinite) circuit, using bench-scale (pounds of material) and pilot plant (hundreds of pounds) process demonstrations. Similarly, MRL carried out the development work on the sand circuit (k-spar and quartz), also employing bench-scale and pilot plant process demonstrations. Both service providers produced products of a suitable grade and quality for detailed characterization, and suitable for commercial production.
The bench-scale testwork conducted by GMT demonstrated the responsiveness of the clay to conventional physical and chemical beneficiation methods. The bench-scale testing results were further reinforced with five pilot plant demonstrations. The first two were conducted in July 2008 and July 2010 and were modest in scale. Subsequently, three additional small-scale pilot tests were conducted to explore alternative process flowsheet arrangements. The data generated from these tests confirmed the results of the previous tests, both quantitatively and qualitatively, including definition of the circuit for the recovery of halloysite.
Additional testing and development was conducted in 2011 and 2012 on bulk samples and composites to confirm previous work and generate material for product development. Process development work focused on assessing alternative physical separation technologies for the kaolinite/halloysite separation preparation. The results from this more recent testing confirmed the previous work, which improves the confidence in the viability of the process to generate saleable products.
Historical kaolinite mining activities on the property generated a feldspathic sand tailings material, which is referred to as WBL Tailings. These tailings are considered representative of the sand fraction of the material derived from the Bovill resource. Primary material from the historical WBL pit was also used in testing. The sand material was prepared from the sand separated from the clay as part of the clay testwork programs undertaken by GMT.
Initial testing on the WBL Tailings focused on recovery of K-feldspar from quartz including unit operations, operating conditions, and general equipment arrangement. A basic set of parameters for conventional beneficiation methods was established at the bench test level. Later, a comprehensive pilot plant campaign was undertaken based on the findings of the bench-scale testing. The objective was to determine engineering and operating data that would facilitate the design of a commercial process plant. A 35-ton bulk sample of WBL Tailings was processed on a continuous basis, facilitating the preparation of a sizable quantity of product concentrates as well as the optimization of unit operations. The process employed conventional unit operations and was successful in achieving the stated objectives.
MRL was also retained to provide design the quartz purification process. Mirroring previous development work on the K-feldspar flowsheet, MRL performed bench-scale testing to provide preliminary data to design and plan a more comprehensive pilot plant campaign. Pilot campaigns were conducted in late 2011 and again mid-2012, which demonstrated the ability to produce suitable quartz products from both WBL Tailings and primary material. Due to constraints on material, budget, and time, the processing regime was not optimized during these campaigns.
Current Testing
The current testwork is mainly focused on the development of both sand and clay circuits, further product definition and characterization, and initial Original Equipment Manufacturer (OEM) equipment testing in preparation for detailed engineering. Previous testwork on the feldspathic sands provided engineering definition sufficient for the completion of engineering and feasibility assessment. Additional testing in 2015 confirmed earlier results, optimized the processing scheme, and added some refinements regarding purification of the products.
Representative Sample Collection
In mid-2014, bulk metallurgical samples were collected from 10 trenches using an excavator. The trench locations were selected based on the local geology and results from adjacent drill holes.
The mineral composition of the deposit is relatively homogeneous with the exception of halloysite content. The selected sample locations are in the expected mining areas, and either rich in halloysite (seven locations in the Kelly’s Hump area and two locations in the Middle Ridge area) or void of halloysite (one location in the Kelly’s Hump South area).
Depth of the ore-bearing layer, and depth of the overburden were also considered when selecting the sample locations. The depth to the ore layer (weathered granodiorite) was determined for each hole, and an excavator dug through the overburden to the top of the mineralized layer to approximately 5 feet below. The samples were collected, placed in large bulk bags, and shipped to GMT for clay and sand separation. The samples were not blended in the field, but were sent to GMT in three discrete samples; Kelly’s Hump (halloysite rich), Kelly’s Hump South (halloysite void), and Middle Ridge (halloysite rich). GMT processed the clay fraction and shipped the sand to MRL for additional bench and pilot scale testing.
While these samples cannot be considered statistically representative of the entire ore body, they are characteristic of the minable material that is expected to be encountered during the mining and processing of the Bovill Project during the initial mining phase. The sampling techniques, and the metallurgical samples collected are considered suitable for bench and pilot plant metallurgical testing to define and confirm the process recovery scheme and final product quality.
GMT reported on a clay processing pilot plant trial that used material sourced from the Kelly’s Hump location (Drill Hole RC13-5263). The sample was extracted from a depth of 10 ft to 15 ft and totaled about 12,000 lbs.
The primary purpose of the testwork was to optimize the separation of halloysite from kaolinite. Other stated objectives of the work were to optimize the brightness of the halloysite by employing physical and chemical beneficiation methods, and to produce a metakaolin product and assess its pozzolanic properties. The testing undertaken by GMT was conducted using American Society for Testing and Materials (ASTM) and Technical Association of the Pulp and Paper Industry (TAPPI) standards in line with previous testing campaigns and industry practice.
The bulk sample was processed to remove the sand component (+325 mesh). Reconciliation and mass balancing determined that approximately 78% of the feed mass reports to the +325 mesh sand fraction, with the other 22% reporting to the fine clay fraction. The sand fraction was then shipped to MRL for further feldspathic sand testing.
A two-stage beneficiation process employing both centrifugation and differential flotation yielded the brightest product. Differential flotation also produced the highest grade halloysite, exceeding 90%. Final product processing then explored cleaning the concentrates with either acid leaching or magnetic separation, or cleaning them with a combined magnetic separation with acid leaching step. A single-stage processing route with magnetic separation alone was the most effective in improving the brightness of the finished products by removing mica gangue from the concentrate. Further improvements were realized with the inclusion of an acid leaching stage for the non-magnetic product. Finally, a coarse kaolinite product was prepared from the 3” hydrocyclone underflow for conversion into metakaolin. The sample was prepared by calcining the kaolinite at 850°C for appraisal as a pozzolanic material.
The clay testwork demonstrated the ability to produce varying grades of halloysite and kaolinite concentrates. The extent of the process to be deployed in the commercial plant will largely be determined by the size and value of the halloysite product markets. Market research indicates that there is a market for both standard-grade and high-purity halloysite, and therefore, differential flotation is incorporated in the process flowsheet. Market research also shows that while there is a limited market for the type of kaolin produced from Bovill ores, there is a robust market for metakaolin. Therefore, all of the Bovill kaolin will be converted to metakaolin.
Comminution
Comminution testing consisted of a rod mill grinding test on sand to determine a work index and testing of ROM samples in an impact crusher to determine specific power requirements and the ability to produce crushed ore of the required size specification.
In 2008, a sample was collected from drill core from three drillholes in the Kelly’s Basin area. In total, 34 intervals were sampled and composited into feldspar/quartz sand sample. Although Kelly’s Basin is not considered as feed for the clay processing plant, the sand derived from this area is considered to be representative of the sand in the Project feed, since all of the materials in the area are a result of surface weathering of the Thatuna Batholith.
The 2008 sample of feldspar/quartz sand was tested by Hazen Research in Golden, Colorado using a modified Bond Rod Mill Work Index (RWi) determination procedure. There was a screen mesh modification made from the standard procedure in order to represent the product size required for the process.
In 2015, an approximately 2.000 lb bulk sample of material of similar composition to ores from the proposed mining areas was collected from the proposed plant site area and provided to Stedman Machine Company for impact crushing testing, as well as determination of the angle of repose, drawdown angle, and other crushed ore physical characteristics. The sample was successfully crushed to a passing size. The information was used to specify the type and size of the appropriate machine for crushing service.
Clay Processing
Clay samples were shipped to GMT in Sandersville, Georgia, USA. GMT received 26.3 tons of Kelly’s Hump (halloysite-rich) material, 4.4 tons of Kelly’s Hump (void of halloysite) material, and 6.3 tons of Middle Ridge (halloysite-rich) material for production scale trials. Results of the trials were reported in January 2015.
Each of the three samples was treated individually. The halloysite-rich samples from Kelly’s Hump and Middle Ridge were treated in a similar manner, whereas the Kelly’s Hump South sample was treated using an abbreviated program due to its lack of contained halloysite.
The most significant difference in the products is the brightness values. At greater than 70% brightness, the Middle Ridge products were much higher than the other two resource products. Product from Kelly’s Hump South had the lowest brightness, at 47%.
Sand Processing
In the current testing program, two distinct projects were assigned to MRL to process the sand provided from the pilot plant work performed at GMT. The first project was to produce quartz products on a bench-scale from each of the three ore bodies (designated Kelly’s Hump North or Kelly’s Hump, Middle Ridge, and Kelly’s Hump South or Kelly’s Hump Void) while the second project was to produce quartz products on a pilot scale using a composite consisting of all three ore bodies. Combining all of the ores for the pilot plant was required because the amount of sand material received from the GMT pilot plant clay/sand separation suitable for MRL processing was insufficient for individual ore processing.
Once processing commenced, the sample results had a lower K-feldspar to quartz ratio than prior testing. This is considered to be a result of the sample coming from upper portions of the ore body and inefficiencies in the clay/sand separation at pilot scale at GMT. However, suitable K-feldspar grade was recovered during the course of several trial runs and used for further product development.
The lower K-feldspar recoveries were further examined through additional evaluation work to ensure that adequate K-feldspar is contained in the deposits. This work was performed by Process Mineralogical Consulting Ltd. and their results confirmed the ample presence of K-feldspar throughout the deposit.
Quartz processing data was not as affected by these issues although more residual K-feldspar was present in the feedstock to the quartz circuit as a result of difficulties incurred with the K-feldspar circuit.
Tailings Thickening and Filtration
A tailings composite sample was prepared by combining various tailing streams produced from pilot and bench testing in representative proportions to create a tailings sample for further testing. This procedure was necessary since the pilot testing for clays and sands were conducted in different laboratories, physically separated by significant distance, and treated at different processing rates. As a result, there was no combined tailings stream from which a representative sample could be collected. Considerable care was taken to make sure each of the many tailings streams from the proposed full scale processing facility was represented in the sample in their respective ratios.
The combined tailing sample was created primarily for pressure filtration testing to gather design information for equipment selection and to produce tailings filter cake to be used in testwork to determine they type of design that could be accomplished.
Bilfinger Water Technologies Inc., (Italy), Bilfinger was selected to do thickening and filtration testwork on the composite sample. Bilfinger conducted many analyses on the composite and found using a membrane-type plate and frame filter press produced the driest cake, suitable for the anticipated DST disposal method.
Recovery of Clay Products
Combined clay products (halloysite together with kaolinite) in the ore account for 16-18% of the total feed. The clays are separated from the other constituents in the ore based on particle size and apparent density. Virtually 100% of the clay is recovered as standard purity halloysite, high purity halloysite or kaolinite (metakaolin).
The split of recovery between standard grade halloysite and high purity halloysite is dictated more by market conditions than any inherent differences in the products. The market for high purity halloysite will be satisfied first with the market for standard grade being satisfied on a secondary basis. If necessary, any remaining halloysite can be blended with kaolinite and calcined to create metakaolin.
Kaolinite recovery is 100% of this constituent in the ore with the only loss being in the calcining step. The conversion of kaolinite to metakaolin by calcining removes most of the water of hydration and results in approximately 10% loss of mass. As a result, the recovery of kaolinite is effectively 90% of the amount of kaolinite in the feed.
Sand Recovery
Feldspathic sand makes up approximately 75% of the material in the ore. Processing of the sand involves separation of the quartz from the potassium feldspar and purification of the resulting separate streams. In this process there is removal and rejection of iron bearing minerals (primarily muscovite and biotite micas) and losses of fines to the tailings stream. Testwork results show that the recovery of quartz and potassium feldspar from the ore feed is approximately 58.5% each which is equivalent to approximately 78% recovery from the sand component in the feed.
Overall Product Recovery
The sum of all products recovered from the feed ore is approximately 61%. The remaining 39% is lost to tailing as sand fines or impurities removed in the upgrading of the clay and sand products.
2020 Pre-Feasibility Study
In March 2020, we announced the completion of our pre-feasibility study (the “2020 PFS”) on the Bovill Kaolin Project in accordance with NI 43-101. The 2020 PFS was filed on SEDAR on April 16, 2020 and is titled “Bovill Project Pre-Feasibility Study” dated March 31, 2020 and prepared by Millcreek Engineering , Mine Development Associates, HDR Engineering Inc., SRK Consulting (U.S.), Inc. and Tetra Tech, Compiled By Millcreek Engineering •, A summary of the project economics contained in the 2020 PFS is set forth below.
Economic Analysis
The economic analysis results of the Bovill Kaolin Project indicate an NPV 10% of US$48.281 million and an IRR of 20 % on a pre-tax basis. An after-tax basis analysis indicates an NPV 10% of US$$33.743 million with an IRR of 18%. Our analysis estimates that payback will be within 6 years from the start of production. The economic analysis is based on the following assumptions and estimates:
•
|
a mine life of 25 years.
|
•
|
Average Annual Plant Production Rate of 233,000 tons when at full production after a 4 year ramp up period
|
•
|
Waste : Ore stripping ratio of 1.1
|
•
|
an average operating cost of US$331.36/t of product or US$78.58 /t of millfeed
|
•
|
capital costs (which includes reclamation and closure costs) of US$120 million over life of mine, which consist of US$48.3 million initial capital cost, US$5.9 million sustaining capital cost and US$3.5 million in working capital
|
The results of our economic analysis are set forth in the table below:
Description
|
LoM Value
Pre-Tax
(US$Millions)
|
LoM Value
After-Tax
(US$Millions)
|
Unit Cost 1 (US$/ton)
total
|
Unit Cost 2 (US$/ton)
Mill feed
|
Unit Cost 3
(US$/ton)
product
|
Gross Revenue
|
597,638
|
597,638
|
94.49
|
192.04
|
809.81
|
Royalties (5% sales)
|
29,882
|
29,882
|
4.72
|
9.60
|
40.49
|
Net Revenue
|
567,756
|
567,756
|
89.76
|
182.44
|
769.32
|
Operating Costs
|
244,541
|
244,541
|
38.66
|
78.58
|
331.36
|
LoM Capital
|
54,225
|
54,225
|
8.57
|
17.42
|
73.48
|
Taxes
|
|
62,779
|
9.93
|
20.17
|
85.07
|
Subtotal Capital & Tax
|
54,225
|
117,004
|
18.50
|
37.60
|
158.54
|
CASH FLOW
|
268,989
|
206,210
|
|
|
|
NPV6%
|
$97,242
|
$72,379
|
|
|
|
NPV10%
|
$48,281
|
$33,743
|
|
|
|
NPV14%
|
$20,831
|
$11,848
|
|
|
|
IRR
|
20%
|
18%
|
|
|
|
* Differences in totals and subtotals are due to rounding, and are not material to the results presented.
1 Total tons are combined tons waste stripped, and primary clay mined
2 Total tons of primary clay mined sent to plant. Does not include tons of waste stripped
3. Average cost per ton of mineral product produced
Mining Method
The Bovill Project has been planned as an open-pit truck and excavator operation. The truck and excavator method provides reasonable cost benefits and selectivity for this type of deposit. Only open-pit mining methods are considered for mining at the Bovill Project.
Material being mined consists of clays and soils, and as such, no drilling or blasting is anticipated. Most sampling will be done from mining faces, however some auger drilling will be done where additional ore control data is required.
Industrial Minerals Markets, Pricing and Contracts
Metakaolin
For the purposes of the 2020 PFS, it has been assumed that the Bovill Metakaolin product would be sold at $400/t (FOB, mine gate, see below).
Pricing has been based on an understanding of the regional market by an independent expert. While relevant 3rd party pricing reports are not readily available, some general pricing and market information is available through publications from the Portland Cement Association (PCA).
It is understood that there are no commercial contracts currently in place concerning sales or offtakes, etc.
Halloysite
The 2020 PFS has assumed the price for the HalloPure product to be €1250/tonne (US$1,255/t).
Likewise, projections for a high-purity, premium product, equivalent to the ‘ULTRA HalloPure product, are $2,000/t. Some applications may fetch a higher price. For example, a processed form of the high-purity halloysite product might replace activated charcoal in some applications, which has a price as high as $6,000/t. The price for the ULTRA HalloPure product is assumed to be €2000/tonne ($2,007/t).
It is understood that there is a contract in place with Speed Care Mineral GmbH (Germany) who intend to use ULTRA HalloPure to produce a wound dressing. The company is currently in the process of securing the necessary licenses and regulatory approvals.
Feldspathic Sand Products
Feldspathic sand (“Sand”) produced from the Bovill project was independently tested by Tifton Physical Soil Testing Laboratory (late 2019) to assess its ability to meet specifications defined by the United States Golf Association (USGA) guidelines for selecting ‘bunker sand’ (i.e., the sand used to fill golf course bunkers).
The lab found that the Sand produced would serve as a “very good” bunker sand because of such characteristics as a favorable particle size distribution and shape, color, high silica content and permeability, among others.
The potential Sand resource and reserves have not yet been fully characterized and are excluded from this report. There remains a potential that future work may show that some portion of the sand may be economically recoverable, either as bunker sand or other specialty sand products such as equestrian sand and mortar sand.
Capital Costs
Capital cost estimates are summarized in the table below:
Item
|
CapEx ($000)
|
Contractor
|
|
Mobilization
|
133
|
Site Preparation
|
254
|
Pre-Production Opex
|
936
|
Sub-Total
|
$1,323
|
Owner's Operations
|
|
Eng. & Office Equip.
|
60
|
GPS / Survey Equip.
|
80
|
Light Vehicles
|
111
|
Buildings
|
100
|
Pre-Production Opex
|
2,592
|
Sub-Total
|
$2,943
|
Owner's Plant
|
|
Eng. and mgmt., misc.
|
5,171
|
Mechanical, equip./ install.
|
13,982
|
Structural, equip./ install.
|
10,249
|
Electrical, equip./ install.
|
5,698
|
Civil, equip./ install.
|
2,673
|
Sub-Total
|
$37,772
|
Capital Contingency (15%)
|
6,306
|
TOTAL
|
$48,344
|
Sustaining Capital
Sustaining capital for the remainder of the LOM is estimated at $5.9M, or approximately $205,000 per year. This covers annual mobilization and site preparation costs for the contractor, and replacement of light vehicles (useful lives of 7 years).
The plant equipment is expected to have a useful live equal to the LOM (25 years) so will require minimal sustaining capital. It is noted that the operating costs include a factor for both minor maintenance as well as overhaul, and furthermore that processing of an almost entirely clay product is thought to be of relatively low intensity and demand from plant equipment.
Working Capital
It is expected that some measure of working capital will be require to ‘bridge the gap’ between outlay of capital expenses and revenues. It was assumed that the initial working capital would be equal to approximately 50% of the operating cost in Year 1 (results in working capital of $3.5M). An equal amount is then deducted from the capital cost schedule at the end of the LOM.
Operating Costs
Operating cost estimates are summarized in the table below:
Task
|
OpEx (US$ 000)
|
OpEx ($/t*)
|
Labor (Owner's ops)
|
7,350
|
1.16
|
M&S (operations)
|
746
|
0.12
|
Labor (plant)
|
85,754
|
13.56
|
M&S (plant)
|
71,113
|
11.24
|
Reclamation & Closure
|
7,219
|
1.14
|
G&A
|
36,234
|
5.73
|
TOTAL
|
$208,416
|
$32.95
|
CIM Mineral Resource Estimate
We have prepared a CIM measured and indicated resource estimate on the Bovill Kaolin Project as set out in the table below. The resource estimate does not utilize a cut-off grade as all recovered material in the resource estimation contains sufficient sand, kaolinite or halloysite that can be mined for profit.
Classification
|
Resource Area
|
Tons (000s)
|
Kaolinite (%)
|
Halloysite (%)
|
Kaolinite Tons (000s)
|
Halloysite Tons (000s)
|
Measured
|
Kelly's Hump
|
3,540
|
13.08
|
3.86
|
463
|
137
|
Middle Ridge
|
2,180
|
10.95
|
4.15
|
239
|
91
|
Sub-Total
|
5,720
|
12.27
|
3.97
|
702
|
228
|
Indicated
|
Kelly's Hump
|
7,500
|
14.81
|
2.77
|
1,110
|
208
|
Middle Ridge
|
5,140
|
17.91
|
3.61
|
920
|
185
|
WBL
|
2,900
|
13.31
|
1.62
|
386
|
47
|
Sub-Total
|
15,540
|
15.56
|
2.83
|
2,416
|
440
|
Measured & Indicated
|
Kelly's Hump
|
11,040
|
14.26
|
3.12
|
1,574
|
344
|
Middle Ridge
|
7,320
|
15.83
|
3.77
|
1,159
|
276
|
WBL
|
2,900
|
13.31
|
1.62
|
386
|
47
|
Total
|
21,260
|
14.67
|
3.14
|
3,119
|
667
|
Overall pit slope angle in soil was 34, in mineralized material, 43.
|
Optimized pit extents were constrained by the lease boundaries and delineated wetlands areas, both of which were provided by HDR Engineering Inc. (2013).
|
Total Kaolinite recovery assigned to 95%.
|
CIM Mineral Reserve Estimate
The table below reports the proven and probable reserves on the Bovill-Kaolin Project. Resulting reserves for each of the phases are shown in the table following, along with associated waste by pit phase.
Proven and Probable Reserves*
|
Proven
|
Probable
|
Total P&P
|
Total Tons (kt)
|
1,310
|
1,868
|
3,178
|
Halloysite (%)
|
8.8
|
8.0
|
8.3
|
Halloysite (kt)
|
115
|
149
|
264
|
Kaolinite (%)
|
11.1
|
22.4
|
17.7
|
Kaolinite (kt)
|
145
|
418
|
563
|
NSR ($/t)
|
$108
|
$123
|
$117
|
*Notes on mineral reserves:
•
|
Reserves are based on a $40.00 NSR cutoff grade and pit designs.
|
•
|
Rounding of numbers in mineral reserves listed above may cause apparent inconsistencies.
|
Proven and Probable Reserves with Associated Waste
Pit Phase
|
Proven and Probable Reserves
|
Waste (kt)
|
Total (kt)
|
Strip Ratio
|
kt
|
Halloysite (%)
|
Halloysite (kt)
|
Kaolinite (%)
|
Kaolinite (kt)
|
NSR ($/ton)
|
Middle Ridge Phase 1
|
200
|
12.3
|
24
|
19.5
|
39
|
160
|
225
|
425
|
1.13
|
Middle Ridge Phase 1
|
69
|
6.1
|
4
|
62.4
|
43
|
184
|
175
|
244
|
2.55
|
Middle Ridge Phase 4
|
998
|
8.7
|
87
|
11.1
|
110
|
108
|
493
|
1,491
|
0.49
|
Middle Ridge Phase 5
|
90
|
2.1
|
2
|
69.3
|
63
|
157
|
395
|
485
|
4.38
|
North Kelly's Hump Phase 1
|
379
|
10.4
|
40
|
12.9
|
49
|
129
|
412
|
791
|
1.09
|
North Kelly's Hump Phase 2
|
619
|
8.4
|
52
|
12.4
|
77
|
108
|
695
|
1,314
|
1.12
|
North Kelly's Hump Phase 3
|
174
|
9.2
|
16
|
12.0
|
21
|
115
|
126
|
300
|
0.73
|
North Kelly's Hump Phase 5
|
77
|
7.1
|
5
|
44.6
|
34
|
159
|
93
|
169
|
1.21
|
South Kelly's Hump Phase 1
|
573
|
5.9
|
34
|
22.3
|
128
|
102
|
533
|
1,105
|
0.93
|
Total
|
3,179
|
8.3
|
264
|
17.7
|
563
|
117
|
3,147
|
6,325
|
0.99
|
Accordingly, information contained in this annual report and any documents incorporated by reference herein contain descriptions of our mineral deposits that may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.
Cautionary Note to U.S. Investors: This section and other sections of this document contain the terms “measured mineral resources,” “indicated mineral resources,” “inferred mineral resources,” “proven mineral reserves,” and “probable mineral reserves” as defined in accordance with Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) – CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended (the “CIM Definition Standards”). These definitions differ from the definitions in the United States Securities and Exchange Commission (“SEC”) Industry Guide 7 (“SEC Industry Guide 7”) under the United States Securities Act of 1933, as amended (the “Securities Act”). Under SEC Industry Guide 7 standards, a “final” or “bankable” feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves, and the primary environmental analysis or report must be filed with the appropriate governmental authority. Please note the following regarding these terms:
•
|
“Mineral resource”,“Measured mineral resources” and “indicated mineral resources”. We advise U.S. investors that although these terms are recognized and required by Canadian regulations, these terms are not defined in SEC Industry Guide 7 and the SEC does not normally permit such terms to be used in reports and registration statements filed with the SEC. U.S. investors are cautioned not to assume that any part or all of the mineral deposits in these categories will ever be converted into reserves.
|
•
|
“Inferred mineral resources”. We advise U.S. investors that although this term is recognized by Canadian regulations, the SEC does not recognize it. “Inferred mineral resources” have a great amount of uncertainty as to their existence, and great uncertainty 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. Under Canadian rules, estimates of inferred mineral resources may not form the basis of a feasibility study or pre-feasibility study, except in rare cases. The SEC normally only permits an issuer to report mineralization that does not constitute “reserves” as in-place tonnage and grade without reference to unit measures. U.S. investors are cautioned not to assume that any part or all of an inferred mineral resource exists or is economically or legally minable.
|
•
|
“Proven mineral reserves” and “probable mineral reserves”. The definitions of proven and probable mineral reserves used in NI 43-101 differ from the definitions for “proven reserves” and “probable reserves” as found in SEC Industry Guide 7. Accordingly, our disclosures of mineral reserves herein may not be comparable to information from U.S. companies subject to reporting and disclosure requirements of the SEC.
|
Current Activities
Bovill Project
Plan of Operation and Outlook
The company is taking a sequential approach to the development of the Bovill Project. The first phase is the amendment of our Operations and Reclamation Plan (“ORP”) with the Idaho Department of Lands (the “IDL”). With the changes to the business plan, now focusing on the production of halloysite and metakaolin, the mine plan was developed based on areas with increased concentrations of halloysite and kaolin. This resulted in a reconfiguration of the open pits where these minerals are proposed to be mined. As a result of the reconfiguration of the open pits, the areas of disturbance and road design to service the mining operations has changed, triggering the need to amend the previously approved ORP. In general, the disturbed area is smaller than the disturbed area in the prior ORP. The amended ORP was submitted to the IDL on August 28, 2020.
Concurrent with the updating of the ORP, the development of a market for feldspathic sand is ongoing. Target markets include bunker sand and top dressing for golf courses, equestrian sand and other applications. Market development for the halloysite is ongoing with global interest in our products continuing to develop with strong interest being shown by several South Korean companies. Treated halloysite is also being tested in air filtration activities as an environmentally friendly alternative to activated charcoal.
Upon approval of the ORP, we intend to initiate a Feasibility Study (“FS”) and Front End Engineering Design Study (“FEED Study”). The amended ORP was submitted to the IDL on August 28, 2020. The company received initial comments from the IDL on October 21, 2020 and responded to such comments on November 6, 2020 with formal approval of the ORP being received on December 18, 2020. At this time, we expect to commence the FS and FEED Study in calendar Q1 2022.
The ORP, FS and FEED Study is forecasted to take a minimum of 6 months and a maximum of 12 months to complete. Estimated costs to complete is estimated as follows:
Feasibility Study and FEED Study
|
$ 885,000
|
Mineral Marketing
|
420,000
|
General and administrative
|
650,000
|
Sub total
|
1,955,000
|
Contingency
|
105,000
|
Total
|
$ 2,060,000
|