Minera’s Acquisition of Gold Producing Nevada Complex

0:08 Okay, as folks are filtering the room quite quickly, I'll say good morning or good afternoon, depending on where in the world you're signing in from today. It's a very international audience. Thanks everyone for joining us. I've got with me today, Manera Alamos' incoming chair, Jason Kosick, to discuss the company's recent acquisition of gold producing Nevada complex. Jason, how are you today? Good, and yourself? Good, thank you. So here's how today's gonna work, just for the folks in the room. I'm gonna throw it first to Jason for a quick presentation. Then I have a few questions based on the ones that came in advance over email. But then I'm going to moderate questions from the live audience in the room here today. So there's a chat button in the bottom right of your screen. You can use it at any time during today's event to ask questions. I'm going to try to get to them all, but if I don't get to your question, I am going to pass the full transcript through to the Monero team with your contact information and they'll be able to get back to you. I'm also going to be looping questions together. So if there's 10 questions about 1 narrow topic, really only expect one question to be asked to Jason today. Final piece of housekeeping is today's event is being recorded and will be available for replay in the early afternoon.

1:01 But without further ado, let's get into the protein. Jason, I'll throw it to you. Awesome. Thank you very much everyone for joining. Really appreciate it. So I will be making forward looking statements. The full disclaimer is on the company's website and I encourage you all to read it. So just to highlight here, nothing's really changed in our overall strategy. The strategy right from the beginning of Mira Alamos was to really build a mid-tier mining company, and focusing on really bootstrapping these projects and then building a more organically out of cash flow. And by bringing in Tana producing mine, Gold Rock a fully permanent mine and Ellapaw, a nice exploration asset, it really accelerates that strategy moving forward.

1:49 And it allows us to unlock the billion dollars of pro forma corporate NAV in our core portfolio. Concurrent with this, we will look at our non-core assets and potentially divest them to bring in more cash to be a little bit more aggressive on our core portfolio. That's still a work in progress and it needs to be properly evaluated. And frankly, the other assets in the core portfolio are substantially bigger than Santana and more advanced than our copper exploration portfolio. To highlight this, this is immediate production in the US. Pan is very steady state around 35 to 40,000 ounces a year and significantly boosts the company's production profile and operating cashflow.

2:44 The beauty about this is that the rest of the portfolio can be built out of cash flow. It's a very attractive entry point for new shareholders or existing shareholders that want to participate in this transaction, where we're trading at around 0.22 right now, where the peer group trades around 0.8. As I'll highlight later on in the presentation, when companies are fully financed and 70% of their corporate nav is fully permitted, they trade extremely well in these markets. Not only that, there is now a clear line of sight to over 150,175,000 ounces.

3:36 And this transaction removes a lot of risk and mineral pass. On the deal structure, so it was considered, On the deal structure, the consideration was 90 million upfront in cash and 25 million in shares to Equinox. They'll own around just over 9% on a pro forma basis and a very attractive multiple that we paid around 0.4 where recent transactions go for around 0.6 to 0.9. I should mention that Caliber bought this asset from Fiore 3 years ago when gold was at 1850, call it, and had an eight-year mine life, and it still has an eight-year mine life today. So we see this as a very accretive transaction for Monero Alamos shareholders.

4:40 So just go over the pan asset and the Gold Rock asset. As I mentioned, they're on track to meet guidance, 30,000 to 40,000 ounces this year. They're tracking around 36,000, 37,000, and costs on the lower of that guidance. It's been very consistent over the last few years. Costs came up slightly in 2024 and 2025 due to a pad expansion and stripping in one of their new pits. So with that pad expansion that gives us another kind of 4 years of pad capacity. Not only that, the pad inventory when we close is around 30,000 ounces. Gold Rock is now fully permanent. It sits 8 kilometers to the south of the pan mine. There was a PEA done in 2021 outlining a 6 and a half year mine life at 55,000 ounces of annual production and a considerably low strip for the grade that's sitting around 0.66, 0.87 or common grades for these types of open pit heat breach projects sits around 0.5.

5:54 The company, we will be releasing an updated tech report over the next kind of 6 to 8 months, as we see some operational enhancements at PAN and at Gold Rock. Primarily at PAN, the real bottleneck is the crushing capacity. So adding in a new crusher for a few million dollars, we see the throughput going closer to 50, 55,000 ounces a year. At Gold Rock, they contemplated a VAT leaking circuit. We will remove that and just go to a simple two-stage crush, which will significantly lower the capex that is outlined in the PEA.

6:40 So the updated tech report will include those operational changes and will be 1 consolidated report. We also see given the gold price where it sits today, the widow optimization shelves were run at 1700. We will most likely run those that's 2000 to 2200. That'll pull in a lot more material at the kind of 0.3 range, which will allow us to extend the mine life and also increase the throughput on a go forward basis. I have to say that Calavera has done an amazing job and Fiore has done an amazing job over the course of the mine life at Pan, significantly replacing resources and reserves as you can see on the bar chart on the left-hand side.

7:31 When Fiore put the project into production, you're sitting at 27 million tons. At the end of last year, Caliber reported 44 million tons. We do see that trend continuing on a go forward basis, and that will significantly extend the current mine life of 8 years. There are significant amount of synergies associated with this transaction that we can utilize kind of a hub and spoke approach where the loaded carbon from Gold Rock will be trucked to Pan for to strip the loaded carbon. We will also do that from Copperstone and as well, potentially Sierra del Oro.

8:17 That saves about $10 to $15 million per project by stripping all the loaded carbon at Pan. I'm a structural geologist, I trade, so I won't go into great detail, but this is a beautiful Carlin style system. This is Gold Rock. It's hosted in the axis of these open folds in this very reactive Joanna limestone, very similar to what you see at Cortez and Gold Rush. You see here the current pits highlighted in black. The axis of the fold trends to the northeast. It's about a 16.5-minimalized trend with really nice intercepts that Fiore drilled back in 2018 from 45 metres, 41 metres between a gram and 0.9 of near surface oxide material.

9:11 So a lot like Pan, which is located to the Northwest here, there will be basically pits along that mineralized trend. The whole trend is not mineralized, but there'll be discrete pits as you move along that trend where the axis of that fold is brought to surface. On a pro forma basis, as I mentioned, you're about a billion dollars of pro forma corporate NAV. 70% of that NAV is fully permitted, so there is a clear line of sight to get us over that 175,000 ounce threshold as I mentioned earlier on. Why it's sequenced like this and there may be some changes moving forward as we figure out the best way to allocate capital and focus on earnings per share.

10:05 Pan, as I mentioned, we need to do some optimization to increase the production rate to around 50-55 and integrate the teams and do the updated tech report that will include panning Gold Rock. That'll take 6 to 8 months. While we're doing that, Kevin Small and the underground team can start building out Copperstone. And then depending on When we get the permits for Sierra del Oro, Sierra del Oro and Gold Rock can be flip-flopped quite easily. So there is nothing in the way now to really get to that 175 threshold that Monero has always wanted to achieve.

10:50 We have cash flow, we can get a much better cost of capital on a go forward basis. And everything is fully permitted except for sealant oil, which we believe we should have permits in the first half of next year. From a timing perspective, we'll have the updated tech reports for Pan and Gold Rock caught in the middle of 26, feasibility at the beginning of 26 for Copperstone, sub-exploration and met work for Sierra de Oro to show the true size potential of the project, and then an updated feasibility towards the end of 2026.

11:39 I think this is really setting up for an amazing re-rate. We will gap up significantly over our peer group over the coming years that can be fully funded out of cash flow. It's a very attractive entry point for people to come in or to increase their position as we switch from basically what was a developer to a producer and remove the kind of permitting call it overhang that is that is hindered the share price performance of mineral models in the past. So trading gapping up in the near term to 0.5, 0.6. As we optimize in, we bring on Copperstone, you'll see another lift.

12:29 And then when we bring in Gold Rock and Sierra de Oro, you'll see another lift to trade in line with our peer group around 0.8. And when these companies are fully financed and not waiting on permits, such as Andean, Discovery, Orla, they trade extremely well in these markets. Integra was my previous company. It was a developer. It's up over 150% since we announced the acquisition, where the developer group is pretty much flat. So in summary, the main focus over the first couple of months is really to integrate the team, optimize the production at PAN, and generate a significant amount of free capsule out of our producing asset.

13:21 Subsequent to that, we will develop and put into production our Copperstone, Goldrock and Cerro Doro assets. Along with that, it has shown the real exploration potential and size potential of these projects because all of them have a high likelihood of doubling or tripling the resource endowment. We will take a breather on M&A for the time being, but on a go forward basis, we always look at new opportunities, but I don't see anything over the next kind of 2 years. We'll hit the pause button. And once we get the re-rate that we expect, we can look at other accretive M&A on a go-forward basis.

14:12 From the management team, we will need to strengthen our board and management as we move forward into a really a mid-tier producer to give Darren and Kevin more bench strength on the technical level and on the capital markets perspective and adds a few more accounting people to help out Janet, our CFO. With that, I will now open the floor for questions. Thanks, Jason. Appreciate that presentation. Like I said, before I get to questions from the chat, and for those who came in late, I know there was quite a big cohort, there's a chat button in the bottom right of your screen. Please feel free to enter questions any time during today's event. Before that, I got some questions that I've got just based on those that were emailed in in advance.

15:00 So Jason, there are a lot of questions about, and I know you just addressed it, but I just want to get into it a bit more, about management going forward, leadership updates, and particularly who is and isn't present on this call here today. So I'd love if you could just give some perspective on that. Yeah, I know, I literally just did this a year ago. And when you switch into a junior producer, going to a mid-tier producer, you do have to strengthen the management team and the board as well, and adds a few more independents. When you have big institutional shareholders that have come in, they kind of request having more independents. Glass Lewis and ISS also guide on that, So we will strengthen that.

15:50 And the rest of the team couldn't be here today as they're at conflicts. It's kind of a divide and conquer approach as there's a lot of things going on in the background and documents that need to be done before we close this transaction, which the team is working on. And actually, Darren and Kevin are actually down in Nevada as we speak. Great. Thank you. I appreciate that extra perspective. I do want to talk about the acquisition rationality. And I've gotten into a bit, but I want to just put it to you as plainly as possible. So the acquisition transforms when you're almost an immediate cashflowing producer. I love you could just walk us through folks in the room, the strategic rationale behind acquiring Panmine and Goldrock from Equinox, and how you see this transition accelerating your path to being that mature producer you talked about? Yeah, really, it brings in immediate production and puts the control back into the company's hands.

16:44 You know, waiting for permits from a government that has given guidance that permits are coming, that's great. But waiting on that and waiting for something that's not in your control is not the best way to run a business, quite frankly. Could it be a good trade? If you time it absolutely perfectly, yeah, it can be, but this really puts us back in control to execute our strategy that really hasn't changed, that we wanna be an intermediate producer. And also maybe more importantly, it gives us a much better cost of capital and really accelerates what we were trying to do in the past so that we can participate in this amazing bull market that we currently are in.

17:46 Great. One person just asked if you could throw the timeline slide back up again, so might as well throw that up while we go through the next question. Thanks. So my next one is I know you've outlined that kind of hub and spoke approach with PanMine serving as the cash flow engine to fund development of Goldrock, Copperstone, Cerro de Oro, etc. But what operational synergies do you expect between Pan and Goldrock? And how quickly can you optimize operations across both the Nevada assets? Yes. So the big one for Pan, Goldrock and Copperstone, Pan and Goldrock is basically 1 management team. So you save on that. And at copper stone, you don't have to build the ADR plant anymore. And at gold rock, you won't build an ADR plant, which saves you about $30 million in capex right there.

18:36 To optimize and to do the updated tech report, it'll take kind of 6 to 8 months to do that. We could put Gold Rock into production quite quickly. The focus is we have to be very disciplined on how we allocate capital and what is the best kind of ROI for shareholders. So we'll be doing that over the coming months. Perfect. I appreciate that. One question I got a lot over email, so I thought I'd throw it to you here. The financing obviously includes a warrant component. I'm curious if you could explain the structure and rationale behind the warrant terms and how you think this financing package kind of positions that company for the future growth you talk about.

19:22 Yeah, you know, I'll highlight that, you know, when Orla did their project financing for Commuter Rojo, they had a full warrant for 5 years as well. And they just did another full warrant over 5 years when they acquired Muscle Light. That's probably one of the best performing gold precious metals companies out there. And Jason Simpson and the team have done an amazing job with Orla. So really, the way we see that warrant is frankly a built in financing that when you know the time we call the warrants in we're a 7 $750 million company, and that can really fund project expansion at Copperstone or at Cerro D'Oro because we see the size of those projects getting significantly bigger in the future or it could be used to fund another acquisition in 3 years.

20:21 I will highlight that this is probably one of the best kind of institutional stories now out there. I was quite impressed with our ability to pull in this type of quality. So these are not hedge funds. These are not warrant clippers. They're in it for the long haul here. And, you know, there's basically 10 people that wrote most of the checks. Great. And myself included writing a, you know, a million dollar check and it'll still be in the market supporting this story once we close the transaction. Appreciate that. I did want to ask 1 about permitting timeline because we had a lot of questions on email. There's some in the chat about it too. I know GoldRock appears to be fully permitted while Sara Diaro has permits pending. Curious, I know you touched on it already, but I'd love if you could just provide an update on the permitting timelines for the development assets, particularly, Sarah Diaro. What milestones should we be watching for in the next year, year and a half?

21:24 Yeah, I know all the paperwork is in with the government and you saw HelioStar get their permanent amendments. What it looks like now is the permit amendments for the smaller projects will be coming first, then for the bigger ones, and then new permits. We are guiding first half of next year. But again, it's something that's frankly not in our control. So again, to really hammer it home, the beauty about this acquisition is that you can get north of 150,000 ounces a year without relying on anything outside of the company. We don't have to rely on governments or external funding or anything like that. And that's how you build a real business.

22:10 Great. One more from a value market position then I'll get into the live questions today. So I know the presentation you've got has Monera trading at that significant discounts to the producer peers at what, 0.74 times? What do you see as the key catalysts that are going to drive that re-rating that gets you towards where the peers multiples are And what should investors expect in terms of production guidance? Okay, so to answer the first part of that question, I think, you know, when you acquire producing assets or do any M&A with financing, you'll always create a natural sell and you'll always trade close to the deal price until you close.

22:59 That happens all the time. So once you hear the transaction closes, I think the stock will breathe and it'll gap up quickly. The other main driver will be increasing the production at Pan and the updated tech reports for Pan and Gold Rock showing it as 1 project. Subsequent to that, executing on their growth projects, so bringing on Copperstone, bringing on Cerro de Oro and Gold Rock, it'll gap up on all of those events. But immediately you just went from a story that has been kind of had a ceiling on it because of Mexican permitting.

23:46 Now you remove that ceiling and you bring in cash flow. So you're going to get a re-rate from, you know, a developer flash permitting story to a production story with a significant of growth that is fully funded. Great. Now there's a couple of really direct questions that came in over email. I'm just gonna throw it to you before we get into the live chat. One is it came up in a couple of different versions. So I'll just ask one. What are Monero's cash needs moving forward? So one of the things that we will be doing around closing of the acquisition, we'll put a gold prepay in so that we can accelerate the development of Copperstone. That will bring in around $25 million US.

24:36 And then you'll have a very healthy cash balance. And that's pretty much everything else will be funded from the paying cash flow. Great. One person asks, can you pivot back to Mexico operationally if permits come in as expected? So permits come in the second half of, or first, sorry, first half of next year. Once we finish the Pan and Gold Rock tech report, put in the crushers, the team would then move to Seattle to get that online. Great. To Sierra del Oro to get that online. Great. I'll just stress that we have a small team.

25:25 Sure. And it's also, it's about capital allocation, but also people, okay? So we need to be very careful that we under promise and over deliver on a go forward basis. So, you know, we got to be careful on being too. We don't want to be too aggressive. So we need to finish Pan, we need to finish Copperstone, and then we can move to Cerro de Oro. Nope, appreciate that, that's helpful. JWL from the chat asks, and I know you touched on this already, but just asking you at the beginning of the hour, when and how might GoldRock in Nevada go into production? How much gold might be produced annually? Yeah, it does about 55,000 ounces for an average life of mine plant.

26:13 I think it'll stay around 55 to 60. But we can show that when we publish an updated tech report. I'll just reference what is in the tech report now. Great. And as for guidance, that will, formal guidance will come in the first quarter of next year. Perfect. Philip from the chat asked, and this is an answer to the best of your ability, because it's like, you know, asking somebody to get in somebody else's head, but why didn't anyone think of increasing the Crusher's capacity before when it can be increased to 55k so easily? So you know the Calibre team has done an awesome job. But you know frankly when Calibre bought Marathon in the Valentine project it was all hands on deck to finish the build there, as they say, it's a tier 1 asset.

27:11 So this almost became the redheaded stepchild of the Caliber portfolio. And obviously now after the Caliber Equinox deal, 50,000 ounces in Nevada is nothing to them and they needed to rationalize their portfolio. So I think it's a very common theme where you see kind of unloved assets in the hands of bigger companies where they, when they get shaken out, our great management team led by Darren can really give it the full attention that it needs to do minor little tweaks. Great. I'm summarizing here 5 or 6 questions from the chat. So if anybody has any additional ones that you feel this isn't good enough context for, let me know. People are looking Generally for an update on Santana, where its production is at, what your plans are with it for the future.

28:06 Yeah, so again, Santana has been waiting for amendments for a few years now. It's in a residual leach stage. So very, very small production coming out of there. Why we are looking at, why has it moved into our non-core portfolio is, it goes back to my point about people allocation. When it's a much smaller project in the portfolio at 20,000 ounces, it pulls away a lot of people that could be working on projects that are significantly larger.

28:51 Very similar to what Equinox did. So as we move up in production, the smaller ones can go and we can just keep on bringing in bigger and bigger ones. Great. One person in the chat asked, this is a question about Copperstone. He's wondering if you're aware of the massive blue pearls, 3 possible gold and Copperstone triplets on the property. Years ago, they mentioned that each blue pearl high grade gold possible mine might contain about half a million ounces. I was curious of your awareness of that, if you have any commentary about it. I don't have any commentary on that. I know that we have done a significant amount of work at Copperstone, and our geological understanding has completely shifted.

29:38 It was commonly referred to as a low-sulfidation epithermal that uses these detachment faults during the layer biogony to bring up the fluid. We've done a lot of re-logging of core, logging of chips, surface mapping, underground mapping. And the understanding is, like I said, has completely changed. So in low-solidation epithermals, you usually get 2 to 300 meter ore shoots. Now, with it being reclassified as an intrusion-related IOCG that is using the actual thrust faults for the fluid conduits, the down dip potential is significant. These go for, you know, kilometers at depth. And you do have deep intercepts that show that. So I think to add a lot of high quality ounces in the coming future is definitely feasible.

30:40 Great. KK asks from the chat, what attracted you to this, Jason? I assume they mean not just transaction, but your role at Monero. Yeah. So actually, I was VP corporate development some years ago for Monero when I worked within the Osisko group of companies. What always attracted me to Monero was by far none is the management team. And there is very, very few junior mining companies that can build and operate mines. You can count them on one hand. And then secondly to that is the quality of the assets in the portfolio that have been frankly under-drilled.

31:27 So the growth from an exploration perspective was significant. So putting those together was really what attracted me and convinced me to write a sizable check into this financing is people and asset quality. Great. Phil from the chat asks about Fortuna. Said that if it's all fully permitted, why wasn't it built instead of continuing to hope for Cerro de Oro? It needs more exploration work to be quite honest, because we don't want to run into the same issue that we ran into with Santana. Great. Steve asked how much competition was there for the Equinox acquisition? Seems like a good deal, so were there others interested?

32:15 Yeah, there was a bunch of other parties interested in that portfolio. It was competitive. We were able to get into the data room, get to site, get our LOI in first and get exclusivity to really execute on the acquisition, but it was very competitive. Great. There's one question. Do you think Equinox will hold on or sell shares? Let's call a spade a spade here. Equinox is not a strategic shareholder. They will want the cash. The financing, We obviously took the over allotment. So the books are closed on 135 million.

33:06 We had a lot more demand than 135. So we did not take it all so that we can use that demand for market support and to place the Equinox block if they want off of it. Great. There's one question I'm going to loop in with 1 that came in over email, somebody in the chat asked What are you particularly excited about within the next year? Somebody ever email asked, where do you see Mineralmos in 5 years? So I kind of throw them to you as one question. You know, starting from the equipment exploration guy, I'm a structural geologist, as I mentioned. So there's a few things that are really exciting. One is to let Darren and Kevin finally do what they do best, is operate and optimize and build mines. That's going to be really exciting for me to watch them do that.

34:02 But on the exploration side of things, I love it. And really showing the true size potential of Copperstone and Cerro Duro on a go-forward basis really gets me excited. Obviously, there's a lot of potential still at Payoneer Gold Rock, but I think Copperstone and Cerro de Oro have the ability to significantly grow. Where we see the company in 5 years is at that intermediate level and producing over 500,000 ounces a year. Great. I appreciate that. Bernie from the chat asks you to describe the gold prepay funding needed. I know you touched on it already, but if you just reiterate. Yeah. So you'll be forward selling ounces using the forward curve.

34:50 So you're basically pre-selling some of the ounces that you would be producing in 26 and 27. A small amount of production. One question from the chat. Do you think your acquisition could mirror the success of Helios Stars last year? You were part of that overall deal with Integra's purchase of Florida Canyon. There's also a question asking you to compare this acquisition to Florida Canyon. So if you want to tackle those both at once. Yeah, I know they, Charles did a great job and we did a great job at Integra and the team continues to do a good job there. Very similar type of kind of strategy is bring in more production to fund your growth pipeline. It's a proven playbook. Right. Beechabersky from the chat, they mentioned that the company lost 33% of value since the announcement of the financing, which you've already talked about.

35:40 I was curious if you can just speak again to your anticipated repricing timeline and your corresponding belief for the increase of value of the company. Yeah, So, you know, when we started having these conversations with investors, our share price was at 35 cents. Okay. That was doing a bit weeks ago. So there would be a discount applied to the 35 cents. So this is basically an app market financing if you look at the share price 2 and a half weeks ago. It had a run on minor permitting news from Heliostar. As I mentioned earlier, when we execute on the milestones that I've outlined, when you do what you say you're gonna do, you get rewarded in this market.

36:38 And like I said, when you optimize PAM, when you bring on Copperstone, when you provide the updated tech reports for all the projects, those are gonna be little wins all the way up. I think a big driver for SharePerry's appreciation is when we get our NYSE American listing, which is going to take around 6 to 8 months to do, but then you're going to have, you know, the Russell 2000 and GDXG inclusion, which will allow for a tremendous amount of open market buy. Great. KK asked from the chat, We're looking to see a consolidation of shares in the future. Yes, handle on. Thank you. Always, it always needed to be sorry. It always needed to be done.

37:27 And this will tighten up the cap table and it's something you need to do for the NYSE listing anyways. Okay. Philip from the chat asks, why were there no subscription rights for existing shareholders? Anyone could have emailed myself or Doug, there's plenty of existing shareholders that emailed us that were brought into the financing on the president's list. Thank you. There's 1 that I'm just scrolling up and I missed. J.W. Asked if you could tell us a little bit about the advantages of the Ilipa project in Nevada. So when we were doing this, I know Tim Norman quite well, and we had a long, in-depth conversation on all the projects, quite frankly.

38:16 And one of the things, Ellipaw was not actually going to come into this. And Tim is like, you should really look at Ellipaw, it was one of my favorite projects. So then we went back to the Equinox team and said, well, why don't you just throw in Ellipa? We got it for free. And that'll clean up your whole Nevada portfolio immediate. So Tim is very excited about it. But to be quite honest, we haven't spent much time there at all to really properly evaluate it. I'm just going by what Tim says. There's been so much going on to get these things done. It's a tremendous amount of work for the entire management team. So we've been quite busy focusing on getting this announced and getting it to closing and then we'll properly evaluate it once it's closed.

39:07 Awesome. I think that's it for questions in the chat. Jason, thanks so much for running through the presentation. Generally for speaking to the market and answering folks' questions in the room. Thanks for the many, many people who joined us today. The replay will be available later this afternoon. Any questions that you feel I didn't get to today, please, we'll be sending the transcript to the Monero team. So hopefully you'll be able to get those questions answered, but as always, you can contact their team for more answers to any questions that you have. And the replay should be in your inbox within a few hours. Jason, thank you so much. This is great. Yeah, thank you very much and thank everyone for joining. If anyone has any questions, feel free to email me or call me anytime. We're always open to field questions. Awesome. Everyone, have a great day. Cheers. Thank you.