Faraday Copper : Annual Information Form, March 2025
FDY.TO
FARADAY COPPER CORP.
ANNUAL INFORMATION FORM
FOR THE YEAR ENDED DECEMBER 31, 2024
March 11, 2025
2800 - 1055 Dunsmuir Street Vancouver, British Columbia V7X 1L2www.faradaycopper.com
TABLE OF CONTENTS
Page
CAUTIONARY STATEMENT .................................................................................................................................... 3
CORPORATE STRUCTURE ....................................................................................................................................... 4
GENERAL DEVELOPMENT OF THE BUSINESS .................................................................................................... 4
DESCRIPTION OF THE BUSINESS ........................................................................................................................... 8
MATERIAL MINERAL PROPERTY ........................................................................................................................ 11
RISK FACTORS ......................................................................................................................................................... 42
DIVIDENDS ............................................................................................................................................................... 56
DESCRIPTION OF CAPITAL STRUCTURE ........................................................................................................... 56
MARKET FOR SECURITIES .................................................................................................................................... 58
PRIOR SALES ............................................................................................................................................................ 59
SECURITIES SUBJECT TO ESCROW OR CONTRACTUAL RESTRICTIONS ON TRANSFER ....................... 59
DIRECTORS AND OFFICERS .................................................................................................................................. 59
PROMOTERS ............................................................................................................................................................. 63
LEGAL PROCEEDINGS ............................................................................................................................................ 63
INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS ........................................ 63
TRANSFER AGENTS AND REGISTRARS ............................................................................................................. 64
MATERIAL CONTRACTS ........................................................................................................................................ 64
INTERESTS OF EXPERTS ........................................................................................................................................ 64
AUDIT COMMITTEE ................................................................................................................................................ 65
ADDITIONAL INFORMATION ................................................................................................................................ 68 SCHEDULE A FARADAY COPPER CORP AUDIT COMMITTEE CHARTER .................................................... I
CAUTIONARY STATEMENT
Forward-Looking Information
This annual information form (the "AIF") contains forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "proposes", "expects", "estimates", "intends", "anticipates", or "believes", or variations (including negative and grammatical variations) of such words and phrases that state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements of Faraday Copper Corp. ("Faraday" or the "Company") to be materially different from future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements relate to future events or the Company's future performance, business prospects or opportunities. All statements other than statements of historical fact may be forward-looking statements. Examples of forward-looking statements include, but are not limited to: information concerning the expected timing of the Company's workplan and strategy for the Contact Copper Project and the Copper Creek Project (each as defined below), the anticipated use of proceeds of the Q2 2024 Offering (as defined below), information concerning the interpretation of drill results, mineral resource and reserve estimates and capital cost estimates. Actual results, performance and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this AIF. Such forward-looking statements are based on a number of factors and assumptions which may prove to be incorrect, including, but not limited to, factors and assumptions about: general business, financial and economic conditions, including stress in the global economy; supply and demand for, and the level and volatility of prices of, copper and other mineral commodities under exploration; the availability of financing for the Company's exploration and development projects on reasonable terms; the ability to procure equipment and operating supplies in sufficient quantities and on a timely basis; the ability to attract and retain skilled staff; the accuracy of resource estimates (including, with respect to size, grade and recoverability) and the geological, operational and price assumptions on which it is based; permitting and licensing risks; political, economic and other risks; operating risks caused by social unrest; risks related to government regulation, laws, sanctions and measures; risks related to exploration cost estimates; obligations as a public company; volatility in the market price of the Company's securities; risks related to community relations; nature and climactic conditions; the prevalence of competition within the mining industry; public health risks; risks associated with title to the Company's mining claims and leases; risks relating to potential litigation; negative cash flow; liquidity and financing risks; exchange rate and currency risks; dilution risk; and tax benefits and tax rates.
These forward-looking statements involve risks and uncertainties relating to, among other things, risks related to international operations, actual results of current exploration activities, conclusions of economic evaluations, changes in project parameters as plans continue to be refined, as well as those factors discussed under the "Risk Factors" section of this AIF and in the Company's annual Management's Discussion and Analysis ("MD&A") as at and for the years ended December 31, 2024 and 2023 available under the Company's SEDAR+ profile at www.sedarplus.com. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate and the Company undertakes no obligation to update forward-looking statements if circumstances or management's estimates, assumptions or opinions should change, except as required by applicable law. Accordingly, investors should not place undue reliance on forward-looking statements.
CORPORATE STRUCTURE
The Company was formed under the name "CopperBank Resources Corp." on October 21, 2014 pursuant to an amalgamation of 0999279 B.C. Ltd., 1016077 B.C. Ltd. and Choice Gold Corp. under the Business Corporations Act (British Columbia) (the "BCBCA"). The Company's head office is located at 2800 - 1055 Dunsmuir Street, Vancouver, British Columbia, V7X 1L2 and the Company's registered office is located at 2400 - 745 Thurlow Street, Vancouver, British Columbia, V6E 0C5.
On April 19, 2022, the Company changed its name from "CopperBank Resources Corp." to "Faraday Copper Corp." On June 20, 2023, the shareholders of the Company approved an amendment to the Company's articles to remove a clause permitting the appointment of alternate directors. There have been no other material amendments to the Company's articles since October 21, 2014.
On November 3, 2022, the common shares of the Company (the "Common Shares") commenced trading on the Toronto Stock Exchange (the "TSX") under the symbol "FDY" and were delisted from the Canadian Securities Exchange (the "CSE"). As of August 25, 2022, the Common Shares commenced trading in the Untied States on the OTCQX Best Market (the "OTCQX") under the symbol "CPPKF".
The table below sets forth the Company's subsidiaries as at the date of this AIF, together with the jurisdiction of incorporation of each company and the percentage of voting securities beneficially owned, controlled or directed, directly or indirectly, by the Company.
Name of Subsidiary
Jurisdiction of Incorporation
Percentage Ownership
CopperBank Royalties Corp.
British Columbia, Canada
100%
Enexco International Inc.
Nevada, USA
100%
Redhawk Copper Inc.
Arizona, USA
100%
Redhawk Exploration LLC
Arizona, USA
100%
Redhawk Ranch Land Holdings LLC
Arizona, USA
100%
Redhawk Resources, Inc.
British Columbia, Canada
100%
GENERAL DEVELOPMENT OF THE BUSINESS
Overview of the Business
The Company's principal business activity is the acquisition, exploration and development of mineral properties located in the United States of America. As of the date hereof, the Company, through its wholly owned subsidiaries, owns 100% of two exploration-stage resource properties:
the Copper Creek project, a 100% owned copper deposit located in Pinal County, Arizona, approximately 80 road kilometres northeast of Tucson and 25 road kilometres northeast of San Manuel (the "Copper Creek Project") being its sole material project; and
the Contact Copper project, a 100% owned copper oxide project located on private land in Elko County, Nevada ("Contact Copper Project").
The Company is in the exploration and development stage with respect to its mineral property interests and neither the Copper Creek Project nor the Contact Copper Project have, as of yet, achieved commercial production.
Further information about the Company can be found in the Company's regulatory filings available on SEDAR+ atwww.sedarplus.comand on the Company's website at www.faradaycopper.com.
Three Year History
Financial Year Ended December 31, 2024
On August 21, 2024, the Company reported 117.90 m at 1.01% copper within 269.65 m at 0.64% copper, the discovery hole for the high-grade Banjo breccia in the American Eagle area.
On June 25, 2024 and July 25, 2024, the Company reported drill results from the American Eagle area.
The Company entered into an underwriting agreement (the "Underwriting Agreement") on May 24, 2024 with a syndicate of underwriters including Ventum Financial Corp., Canaccord Genuity Corp. and TD Securities Inc. to sell on a bought deal basis 25,000,000 Common Shares at a price of $0.80 per Common Share. In addition, the Company granted the underwriters an over-allotment option to purchase up to an additional 3,750,000 Common Shares at a price of $0.80 per Common Share. On May 30, 2024, the Company completed the offering, whereby a total of 28,750,000 Common Shares were issued by the Company, including 3,750,000 Common Shares issued in connection with the exercise in full of the over-allotment option, pursuant to a prospectus supplement to the Base Shelf Prospectus (defined below) for aggregate gross proceeds to the Company of $23,000,000 (the "Q2 2024 Offering"). The Company intends to use (or, as applicable, has used) the net proceeds from the Q2 2024 Offering for exploration and development of the Copper Creek Project and for general working capital purposes.
On May 7, 2024, the Company announced gold assay results from the Keel Zone at the Copper Creek Project.
On May 2, 2024, the Company announced that it received approval from the U.S. Bureau of Land Management for its notice of intent to conduct drilling on 11 drill pads at the Copper Creek Project.
On February 26, 2024, the Company announced the results of its metallurgical program at the Copper Creek Project.
On January 16, 2024 and March 4, 2024, the Company reported new mineralized breccias (Starship and Eclipse) 800 m southeast of the existing mineral resource at Area 51.
Financial Year Ended December 31, 2023
On October 12, 2023, the Company announced the commencement of its Phase III drilling program at the Copper Creek Project.
On October 5, 2023, the Company announced results for the gold assays from the Childs Aldwinkle breccia at the Copper Creek Project. The Company analyzed archived material, which was not previously assayed for gold, with the aim of increasing data coverage.
On August 1, 2023, the Company announced the results for the final two drill holes of its Phase II drilling program at the Copper Creek Project, which included a total of 28 drill holes and was completed in June 2023.
At the annual and special meeting of shareholders held on June 20, 2023, the Company's shareholders approved (i) an amendment to the articles of the Company to remove a clause permitting the appointment of alternative directors and (ii) an amendment and restatement of the LTIP (defined below) to, among other things, convert the LTIP to an evergreen plan.
On May 3, 2023, the Company announced the results from a preliminary economic assessment ("PEA") and an updated mineral resource estimate ("MRE") for the Copper Creek Project and, in support thereof, the Company filed a technical report titled "Copper Creek Project NI 43-101 Technical Report and Preliminary Economic Assessment" on SEDAR+ on June 13, 2023.
On March 9, 2023, the Company announced that Redhawk Copper, Inc. ("Redhawk Copper"), a wholly-owned subsidiary of the Company, entered into a letter of intent with Proteus Power Development LLC relating to the development of a new solar photovoltaic power generation facility and battery energy storage system to be located at the Copper Creek Project.
On March 6, 2023, Redhawk Copper acquired a 32,000-acre ranch land package in Arizona adjacent to the Copper Creek Project (the "Mercer Ranch") from Mercer Ranch Land Holdings, LLC, Mike Mercer, Laurie Brausch and Sombrero Butte Cattle, LLC (together, the "Sombrero Vendors") for total consideration paid to the Sombrero Vendors of US$10 million (the "Sombrero Acquisition"). All of the Sombrero Vendors are arm's length parties to the Company.
The Company entered into an underwriting agreement on February 6, 2023 with a syndicate of underwriters led by Canaccord Genuity Corp. to sell on a bought deal basis 43,478,000 Common Shares at a price of $0.80 per Common Share. In addition, the Company granted the underwriters an over-allotment option to purchase up to an additional 5,625,000 Common Shares at a price of $0.80 per Common Share. On February 14, 2023, the Company completed the offering, whereby a total of 49,999,700 Common Shares were issued by the Company, including 6,521,700 Common Shares issued in connection with the exercise in full of the over-allotment option, pursuant to a prospectus supplement to the Base Shelf Prospectus (defined below) for aggregate gross proceeds to the Company of $39,999,760 (the "Q1 2023 Offering"). The Company used the net proceeds from the Q1 2023 Offering to fund the Sombrero Acquisition, for exploration and development of the Copper Creek Project, as well as for working capital and general corporate purposes.
Financial Year Ended December 31, 2022
Effective December 7, 2022, Smythe LLP, Chartered Professional Accountants resigned as auditor of the Company and Deloitte LLP, Chartered Professional Accountants was appointed as auditor of the Company.
On November 10, 2022, the Company announced the appointment of Arndt Brettschneider to the board of directors of the Company.
On November 1, 2022, the Company announced that it had commenced its planned 10,000-metre Phase II diamond drill program at the Copper Creek Project on October 30, 2022.
The Company filed a short form base shelf prospectus (the "Base Shelf Prospectus") on October 21, 2022 pursuant to which the Company may, from time to time, offer and issue (i) Common Shares; (ii) preferred shares; (iii) debt securities; (iv) warrants to purchase Common Shares, preferred shares or debt securities; (v) subscription receipts; and (vi) any combination of such securities or units comprised of one or more of such securities with an aggregate offering price not to exceed $75,000,000 (or its equivalent in U.S. dollars or any other currency used to denominate such securities at the time of offering) during the 25-month period that the Base Shelf Prospectus remains valid.
On October 21, 2022, the Company announced that it had received conditional approval to list its Common Shares on the TSX and, on November 3, 2022, the Common Shares commenced trading on the TSX and were delisted from the CSE. As a result of the listing of the Common Shares on the TSX, the Company ceased to be a "venture issuer" (as defined under National Instrument 51-102 - Continuous Disclosure Obligations ("NI 51-102")) on November 3, 2022.
On August 25, 2022, the Common Shares commenced trading in the United States on the OTCQX under the symbol "CPPKF".
On August 18, 2022, the Company announced that it had filed the technical report titled "NI 43-101 Technical Report Mineral Resource Estimate Copper Creek Project, Arizona" with an effective date of July 6, 2022.
On July 6, 2022, the Company announced an updated mineral resource estimate for the Copper Creek Project.
On May 5, 2022, the Company announced the closing of its previously-announced and upsized non-brokered private placement offering of 25,000,000 Common Shares at a price of $0.80 per Common Share for aggregate gross proceeds of $20 million.
At the annual and special meeting of shareholders held on April 19, 2022, the Company's shareholders approved the name change of the Company from "CopperBank Resources Corp." to "Faraday Copper Corp." In addition, the following directors were elected to serve on the board of the Company: Katherine Arnold, Audra Walsh, Robert Doyle and Randy Engel.
DESCRIPTION OF THE BUSINESS
General
The Company is a Canadian exploration company focused on advancing copper projects in the United States of America. The Company owns two exploration-stage copper projects: the Copper Creek Project located in Pinal County, Arizona, which is the Company's sole material property and the Contact Copper Project located in Elko County, Nevada. The Company is in the exploration and development stage with respect to its mineral property interests and neither project has, as yet, achieved commercial production.
The Copper Creek Project is currently owned by the Company's wholly owned subsidiary Redhawk Copper Inc. In August of 2018, the Company acquired all of the issued and outstanding shares of Redhawk Resources, Inc. ("Redhawk Resources"), the parent company of Redhawk Copper Inc., by way of a plan of arrangement completed under the BCBCA (the "Redhawk Acquisition"). In consideration for the Redhawk Acquisition, the Company issued 0.929 Common Shares to each shareholder of Redhawk Resources for each Redhawk Resources share held. A total of 66,047,090 Common Shares were issued to shareholders of Redhawk Resources, representing 25% of the issued and outstanding Common Shares at the time on a post-transaction basis. Upon the completion of the Redhawk Acquisition, Redhawk Resources became a subsidiary of the Company.
The most recent technical study work completed on the Copper Creek Project was published in a technical report titled "Copper Creek Project NI 43-101 Technical Report and Preliminary Economic Assessment", with an effective date of May 3, 2023 and filed by the Company on SEDAR+ on June 13, 2023 (the "Copper Creek Technical Report").
The Company acquired the Contact Copper Project in 2014 from International Enexco Limited. The historic mineral resources estimate, the most recent technical study work completed in respect of the Contact Copper Project, was published in a technical report titled "NI 43-101 Pre-Feasibility Study on the Contact Copper Project" prepared for Enexco International Ltd. by Hard Rock Consultants LLC, published October 1, 2013.
Specialized Skill and Knowledge
The Company's business requires specialized skills and knowledge, including in the areas of mining, environmental permitting, engineering, geology, drilling, metallurgy, construction, community engagement, government relations, logistical planning, project management and implementation of exploration and development programs as well as legal compliance, finance and accounting. The Company competes with numerous other companies for the recruitment and retention of qualified employees and consultants in such fields. To date, the Company has been able to meet its staffing requirements. See "Risk Factors - Dependence on Qualified Personnel" for more information.
Competitive Conditions
The mineral exploration and development business is competitive in all phases. The Company competes with a number of other companies that have resources significantly in excess of those of the Company in the search for and the acquisition of attractive mineral properties, qualified service providers, labour, equipment and suppliers. The ability of the Company to acquire mineral properties in the future will depend not only on its ability to develop its present properties (including the Contact Copper Project and the Copper Creek Project), but also on its ability to select and acquire suitable producing properties or prospects for development or mineral exploration. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favourable to the Company. Factors beyond the control of the Company may affect the marketability of minerals discovered by the Company. See "Risk Factors".
Components
The Company uses critical components such as water, diesel, drilling consumables and electrical power in its business, all of which are readily available.
Cycles
The Company's business is not cyclical or seasonal.
Economic Dependence
The Company's business is not substantially dependent on any single commercial contract or group of contracts either from suppliers or contractors.
Changes to Contracts
It is not expected that the Company's business will be materially affected in the current financial year by the renegotiation or termination of any contracts or sub-contracts.
Environmental Protection
The mining industry is subject to environmental regulations pursuant to applicable legislation. Such legislation provides for restrictions and prohibitions on release or emission of various substances produced in association with certain mining industry operations, in addition to environmental monitoring, reporting, and reclamation.
As at December 31, 2024, the Company had deposited US$98,000 for the reclamation deposits of the Contact Copper Project and the Copper Creek Project.
Employees and Contractors
As of the date hereof, the Company has approximately 17 full time employees. In addition, the Company retains a number of geologists, engineers and other consultants on a temporary contract basis, as required. To continue with the development of its assets, the Company is likely to require additional experienced employees and/or third-party consultants and contractors. The Company has not experienced, and does not expect to experience, significant difficulty in attracting and retaining qualified personnel. However, no assurance can be given that the Company will be able to retain a sufficient number of qualified employees and contractors when necessary. See "Risk Factors - Dependence on Qualified Personnel" for more information.
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Operations in the United States of America
The Company's mineral exploration operations are conducted in the United States of America, and as such, the Company's operations are exposed to various levels of foreign, political, economic and other risks and uncertainties. See "Risk Factors - Foreign Operations" for more information.
Social and Environmental Policies
Protecting the environment and maintaining a social license with the communities in which the Company operates is integral to the success of the Company. The Company's approach to social and environmental policies is informed by both the legal guidelines in the jurisdictions in which the Company operates, as well as by a combination of Company-specific policies and standards with a commitment to best practice management. In connection with the latter, the Company is guided by the following principles and practices:
upholding responsible operations that protect environmental conditions;
being a responsible member of the communities in which the Company operates by engaging in open dialogue and supporting local development;
promoting a positive workplace culture that empowers growth and protects work safety as well as diversity and inclusivity; and
contributing to the electrification of a greener economy by developing projects that are aimed at producing high-grade copper.
The Company's current exploration and development activities are, and any future exploration or development projects will be, subject to environmental laws and regulations in the jurisdictions in which it operates. There are environmental laws in the United States of America that apply to the Company's operations, exploration and development projects and land holdings. These laws address such matters as protection of the natural environment, employee health and safety, waste disposal, remediation of environmental sites, reclamation, control of toxic substances, air and water quality and emissions standards. See "Risk Factors - Environmental and Other Regulations" for more information. The Company seeks to adopt leading practice environmental programs to manage environmental matters and ensure compliance with applicable legislation.
On August 23, 2022, the board of directors of the Company adopted a Health, Safety, Environmental and Community (HSEC) Policy (the "HSEC Policy") which codifies the aforementioned principles and sets out various commitments of the Company, including:
striving to achieve zero harm at the Company's active sites and providing training to all employees working at such sites;
utilizing industry best practices in air and water quality emission standards, waste management and reclamation efforts;
adopting leading practice environmental baseline and monitoring programs to manage environmental matters and compliance; and
Disclaimer
Faraday Copper Corp. published this content on April 03, 2025, and is solely responsible for the information contained herein. Distributed via , unedited and unaltered, on April 03, 2025 at 20:02 UTC.