
This website and Mogotes Metals’ public communications may contain forward-looking statements regarding future events, performance, or developments. These statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially. Investors are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date made. Mogotes Metals undertakes no obligation to update or revise such statements except as required by law.


The information provided in this Website pertaining to Mogotes Metals Inc. ("MM" or the "Company"), its business assets, strategy and operations is for information only and shall not constitute an offer to buy, sell, issue or subscribe for, or the solicitation of an offer to buy, sell or issue, or subscribe for any securities. This Website is not, nor is it to be construed under any circumstances as, a prospectus, a public offering of securities, or an offering memorandum as defined under any applicable securities legislation. Information contained in this Website should not be relied upon as advice to buy, sell or hold such securities. This Website does not provide any tax, legal or investment advice or opinion regarding the specific investment objectives or financial situation of any person. Readers should consult with their own professional advisors regarding their particular circumstances. This Website is a summary description of MM and does not purport to be complete. No securities regulatory authority in Canada or any other jurisdiction has in any way passed on the merits of this Website and no rewebsite or warranty is made by MM to that effect.
Neither MM nor its agents, advisors, directors, officers, contractors, employees or shareholders have given, or have authority to give, any rewebsites or warranties, expressed or implied, as to the accuracy, completeness, validity, currency or reliability of this Website, and MM expressly disclaims and excludes, to the fullest extent permitted by law, any and all liability arising in any way out of or in connection with this Website, including errors or omissions thereof. MM reserves the right to amend or replace the information contained herein at any time without obligation to notify the recipient. The information contained in this Website supersedes any prior Website or conversation concerning the Company. The information contained in this Website: (a) is provided as at the date hereof, is subject to change without notice, and is based on publicly available information, internally developed data, and third party sources; (b) does not purport to contain all information necessary to evaluate an investment in MM; (c) is not to be considered as a recommendation by MM that any person make an investment in MM; and (d) is for information purposes only.
The information contained in this Website was accurate at the time of dissemination but may be superseded by subsequent disclosure(s). The Company is under no obligation to update or revise the information contained herein, except as required by applicable securities legislation.
Forward-Looking Statements
Certain statements and information in this Website constitute "forward-looking information" and "forward-looking statements" within the meaning of applicable securities legislation (collectively, "forward-looking information"). Except as required under applicable securities legislation, the Company does not intend, and does not assume any obligation, to update this forward-looking information. Generally, forward-looking information can be identified by use of terminology such as "plans", "expects", "budget", "estimates", "potential", "forecasts", "intends", "projects", "targets", "strategy", "anticipates", or "believes", or variations of such words and phrases, or statements that certain actions, events, conditions or results "will", "may", "could", "should", "would" or "might" occur or "be achieved", or the negative connotations thereof. All statements other than statements of historical fact may be forward-looking statements.
Forward-looking statements in this Website include, among other things, statements with respect to: the proposed acquisition of the Beskauga Project, including anticipated terms, conditions precedent, timeline, and benefits; the terms of, and the Company's ability to satisfy the conditions and ongoing obligations under, maintain, and realize the anticipated benefits of, the option agreement in respect of the Copper Cliffs Project; planned exploration activities at the Filo Sur, Copper Cliffs and Beskauga Projects; the completion of capital raisings; potential exploration upside at the Projects, including the extent and significance of mineralization and the prospectivity of exploration targets; timing and objectives for exploration programs; assumptions in the interpretation of drill results, geology, grade, geochemistry, and continuity of mineral deposits; expectations regarding equipment, skilled labour and services; potential for resource expansion; expectations with regard to establishing mineral resources or mineral reserves; the ability to execute planned work programs; and the Company's ability to obtain required financing. This forward-looking information is based on certain assumptions, including: that the Beskauga acquisition will be completed as anticipated; that the Company will satisfy the conditions and ongoing obligations under, and maintain its interest pursuant to, the Copper Cliffs option agreement; that required regulatory approvals in all relevant jurisdictions will be obtained in a timely manner; that financing will be available on reasonable terms; that the Company will obtain all necessary permits, licences, and authorizations to conduct exploration; that there will be no material adverse changes to the Company's business, financial condition, or the political, legal, or regulatory environments in jurisdictions where it operates; that commodity prices and foreign exchange rates will not decline materially; and that contracted counterparties will perform their obligations as agreed. Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated. Such risks include, but are not limited to: general business, economic and mining industry conditions; fluctuations in commodity prices and foreign exchange rates (including between the Canadian dollar, United States dollar, Argentine peso, and Kazakhstani tenge); the speculative nature of mineral exploration; geological conditions and variability; uncertainty of mineral resource estimates; environmental risks and compliance costs; title disputes or claims; and limitations on insurance coverage. The Company operates in multiple foreign jurisdictions (including Argentina, Kazakhstan and the United States (State of Montana)) and is subject to risks including: changes to mining legislation, subsoil use rights, and tax regimes; political instability or changes in government policy; inconsistent enforcement of laws and contractual obligations; potential for government-mandated participation in mining projects; currency volatility and repatriation risks; exposure to international sanctions regimes; changes to environmental legislation (including restrictions on water usage and operation around glaciers); the requirement to obtain and maintain federal, state and local permits, approvals and authorizations to conduct exploration (including, in the United States, surface-use, mining-claim maintenance and environmental review requirements applicable to exploration on federal, state and private lands); inadequacy of infrastructure; potential for expropriation or nationalization; difficulties in enforcing foreign judgments; and social or community opposition to mining activities. Additional risks include: that the Beskauga acquisition may not be completed on the anticipated terms or timeline, or at all; that the Company may be unable to satisfy the conditions or ongoing obligations under the Copper Cliffs option agreement, may not earn or maintain its anticipated interest in the Copper Cliffs Project, or may lose its rights thereunder; that due diligence may not identify all risks associated with acquired or optioned assets; that financing required to complete the acquisition and fund exploration may not be available on acceptable terms; that the Company may not realize the anticipated benefits of the acquisition or of the Copper Cliffs Project. The Company may encounter unexpected logistics, drilling challenges, costs, or delays that could prevent it from completing exploration programs on the expected timeline or at all. Any drilling is dependent on pending results and the Company securing additional funding. Risks also include the ability of the Company to continue as a going concern, dilution from future equity financings, and general market conditions. Additional risk factors are identified in the Company's periodic filings with Canadian securities regulators, available under the Company's SEDAR+ profile at www.sedarplus.ca. These factors are not, and should not be construed as being, exhaustive. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated. Statements relating to "mineral resources" are deemed to be forward-looking information, as they involve the implied assessment that the mineral resources described can be profitably produced in the future. All forward-looking information in this Website is qualified by these cautionary statements. Readers are cautioned not to place undue reliance on forward-looking information due to the inherent uncertainty thereof.
Adjacent Properties Cautionary Statement
This website contains information with respect to adjacent, proximate or similar mineral properties in respect of which the Company has no interest or rights to explore or mine, including the Filo del Sol Property, the Josemaria Project, the Lunahuasi and Los Helados Projects, and the Bozshakol and Aktogaioperations. Mineral deposits and results of mining on adjacent or similar properties are not indicative of mineral deposits on the Company's properties, including the Filo Sur Project, the Copper Cliffs Project and the Beskauga Project. The Company has not completed sufficient work to verify historic information on such adjacent properties. Geophysical surveys are not definitive and do not carry any guarantee of a mineral discovery.
Cautionary Note Regarding Historical Estimates
The mineral resource estimate for the Beskauga deposit referenced in this Website is treated as a historical estimate for the purposes of NI 43-101. The estimate was prepared by David Underwood, B.Sc. (Hons) and Matthew Dumala, B.Sc. with an effective date of February 20, 2022, using key assumptions including top cut values for copper, gold and silver of 3.00%, 10.0 g/t and 25.0 g/t respectively, a gross metal value cut-off of $20/t, base metal prices of $3.50/lb copper, $22.00/oz silver and $1,750/oz gold, and recovery factors of 85.0% for copper, 74.5% for gold, and 50.0% for silver (disclosed in the NI 43-101 Technical Report, effective 20 Feb 2022, Arras Minerals Corp.). Mineral resources referenced in this Website are classified in accordance with the CIM Definition Standards for Mineral Resources and Mineral Reserves (May 10, 2014). Mineral resources that are not mineral reserves do not have demonstrated economic viability. The Company considers the historical estimate relevant as it provides an indication of the mineralization potential of the Beskauga property. However, the Company's Qualified Person, Tony Worth (a consultant to the Company who is not independent for the purposes of NI 43-101), has not completed sufficient work to verify or classify the historical estimate as a current mineral resource or mineral reserve. The Company is not treating the historical estimate as a current mineral resource or mineral reserve, and it should not be relied upon. To verify or upgrade the historical estimate, the Company anticipates work would include: compilation and independent verification of the historical drill hole database; integration of 18,657 metres of post-resource drilling; an updated geological and structural interpretation; revised resource estimation incorporating current commodity prices; and, if warranted, additional drilling to support reclassification. Inferred mineral resources, where referenced, have a great amount of uncertainty as to their existence and as to whether they can be mined legally or economically. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category.
Technical Disclosure
Scientific and technical information relating to the Filo Sur Project is derived from the NI 43-101 Technical Report with an effective date of February 27, 2024, titled "NI 43-101 Technical Report on the Filo Sur Project, San Juan Province, Argentina" prepared by Owen D. W. Miller, Ph.D., FAusIMM(CP), as well as subsequent press releases and disclosures from the Company. Reference should be made to the full text of the Technical Report, available on the Company's website and under its SEDAR+ profile at www.sedarplus.ca. Scientific and technical information relating to the Copper Cliffs Project, located in the State of Montana, United States, is derived from the Company's news releases and public disclosures and from exploration and historical data compiled by the Company. Scientific and technical information relating to the Beskauga Project is derived from the historical NI 43-101 Technical Report referenced under "Cautionary Note Regarding Historical Estimates" above, together with subsequent press releases and disclosures from the Company. The scientific and technical disclosure in this Website has been reviewed and approved by the Company's Qualified Persons (as defined under NI 43-101) on a project-by-project basis, as follows: (a) the scientific and technical disclosure relating to the Filo Sur Project has been reviewed and approved by Carl Schnell, MAIG, a Qualified Person as defined under NI 43-101 — Mr. Schnell is a consultant to the Company and is not considered independent for the purposes of NI 43-101; (b) the scientific and technical disclosure relating to the Copper Cliffs Project has been reviewed and approved by Peter Ellsworth, CPG, a Qualified Person as defined under NI 43-101 — Mr. Ellsworth is a consultant to the Company and is not considered independent for the purposes of NI 43-101; and (c) the scientific and technical disclosure relating to the Beskauga Project has been reviewed and approved by Tony Worth, MAIG, a Qualified Person as defined under NI 43-101 — Mr. Worth is a consultant to the Company and is not considered independent for the purposes of NI 43-101.
Information Regarding Public Issuer Counterparties and Third Party Data
Certain information in this Website relating to public issuer counterparties is taken from and based solely upon information published by such issuers. The Company has not independently verified the accuracy or completeness of any such information. Independent third-party data is based upon government or other independent publications and reports. The Company has not independently verified any third-party data referred to in this Website or ascertained the underlying assumptions relied upon by such sources.
Cautionary Note to United States Investors
The Company prepares its disclosure in accordance with Canadian securities laws, which differ from U.S. securities laws. Mineral resource terms in this Website are defined in accordance with NI 43-101 under the CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council on May 19, 2014, as amended ("CIM Standards").The SEC has adopted the SEC Modernization Rules (effective February 25, 2019), replacing the historical property disclosure requirements in Guide 7. The SEC Modernization Rules adopt definitions substantially similar to the corresponding CIM terms, including:feasibility study, indicated mineral resource, inferred mineral resource, measured mineral resource, mineral reserve, mineral resource, modifying factors, pre-feasibility study, probable mineral reserve, and proven mineral reserve. However, there are differences between the SEC Modernization Rules and CIM Definition Standards, and there is no assurance that mineral resources reported under NI 43-101 would be the same had estimates been prepared under SEC standards. United States investors are cautioned that while the SEC now recognizes "measured mineral resources", "indicated mineral resources" and "inferred mineral resources", investors should not assume that all or any part of mineral deposits in these categories would ever be converted into a higher category or into mineral reserves. Mineralization described by these terms has a great amount of uncertainty as to existence and economic and legal feasibility. In particular, "inferred mineral resources" have the greatest uncertainty and investors should not assume they exist or are economically or legally mineable. In accordance with Canadian securities laws, "inferred mineral resources" cannot form the basis of feasibility or other economic studies, except in limited circumstances under NI 43-101. Information in this Website may not be comparable to similar information disclosed by companies subject to U.S. federal securities laws. Unless otherwise stated, all references to "dollars" or "$" refer to Canadian dollars.
This Website does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under applicable securities laws. The securities of the Company have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold within the United States unless an exemption from such registration is available. No securities regulatory authority has expressed an opinion about these securitiesand it is an offence to claim otherwise. Neither TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this Website.