UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

Form 6-K 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of February 2023

Commission File Number: 001-39566

GOLDMINING INC.

Suite 1830, 1030 West Georgia Street, Vancouver, British Columbia, Canada

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒          Form 40-F ☐

INCORPORATION BY REFERENCE

EACH OF EXHIBIT 99.1 AND EXHIBIT 99.2 INCLUDED WITH THIS REPORT IS HEREBY INCORPORATED BY REFERENCE AS AN EXHIBIT TO THE REGISTRANT’S REGISTRATION STATEMENT ON FORM F-10 (FILE NO. 333-255705), AS AMENDED AND SUPPLEMENTED, AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED. 

EXHIBIT INDEX

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Exhibit 99.1

NI 43-101

TECHNICAL REPORT AND PRELIMINARY ECONOMIC ASSESSMENT

FOR THE LA MINA PROJECT

ANTIOQUIA, REPUBLIC OF COLOMBIA

REPORT DATE FEBRUARY 24, 2023

EFFECTIVE DATE: DECEMBER 20, 2022

PREPARED FOR:

GOLDMINING INC.

PREPARED BY:

DATE AND SIGNATURE PAGE

GoldMining Inc., Technical Report and Preliminary Economic Assessment for the La Mina Project, Antioquia, Republic of Colombia.

Technical Report Effective Date: December 20, 2022

February 24, 2023

AUTHOR’S CERTIFICATE, SCOTT E. WILSON

I, Scott E. Wilson, CPG, SME-RM, of Highlands Ranch, Colorado, United States as an author of the technical report entitled “Technical Report and Preliminary Economic Assessment for the La Mina Project, Antioquia, Republic of Colombia” (the “Technical Report”) with an effective date of December 20, 2022 prepared for GoldMining Inc. (the “Issuer”) do hereby certify:

Dated: February 24, 2023

AUTHOR’S CERTIFICATE, PAUL HOSFORD

I, Paul Hosford, P.Eng., of Maple Ridge, BC, Canada, as an author of the technical report entitled “NI 43-101 Technical Report and Preliminary Economic Assessment, GoldMining Technical Report and Preliminary Economic Assessment for the La Mina Project, Antioquia, Republic of Colombia” (the “Technical Report”) with an effective date of December 20, 2022 prepared for GoldMining Inc. (the “Issuer”) do hereby certify:

Dated: February 24, 2023

AUTHOR’S CERTIFICATE, MICHAEL COLE

I, Michael Cole, SME-Registered Member, of Roanoke, Virginia, United States as an author of the technical report entitled “Technical Report and Preliminary Economic Assessment for the La Mina Project, Antioquia, Republic of Colombia” (the “Technical Report”) with an effective of December 20, 2022, prepared for GoldMining Inc. (the “Issuer”) do hereby certify:

Dated: February 24, 2023

TABLE OF CONTENTS

LIST OF TABLES

LIST OF FIGURES

The La Mina property consists of two concession contracts and two concession contract applications located in the Department of Antioquia, Republic of Colombia, South America. GoldMining Inc. (“GoldMining”) owns the property through its wholly owned subsidiary, Bellhaven Copper & Gold Inc. (“Bellhaven”) which in turn owns the property through its wholly-owned Colombian subsidiaries Bellhaven Exploraciones Sucursal Colombia ("Bellhaven Exploraciones") and La Mina Fredonia S.A.S. (formerly Aurum Exploration Inc. Colombia). GoldMining announced on May 30, 2017 that it completed the acquisition of Bellhaven by way of a plan of arrangement pursuant to an arrangement agreement between the parties dated April 11, 2017.

Bellhaven acquired its first exploration license by entering into an earn-in agreement in mid-2010 to acquire 80% of the mineral rights of a 1,794-hectare license over a four-year period with the option to acquire the remaining 20% on the basis of an ounces-in-reserve formula defined by the earn-in agreement. The option agreement has been since modified several times by mutual consent and Bellhaven currently owns 100% of the La Mina Concession. This exploration license turned into a concession contract on August 5, 2020. The second concession contract, called the La Garrucha concession, is 1,416 hectares in size and occurs immediately to the east and north of the La Mina concession. It was acquired in 2013 from the wholly-owned Colombian subsidiary of AngloGold Ashanti Corporation, AngloGold Ashanti Colombia S.A. through an earn-in agreement based on total expenditures over a three-year period. This agreement was later renegotiated in March 2015, resulting in Bellhaven acquiring the La Garrucha concession for cash payments summing to US$ 290,000.

The La Mina project area forms a contiguous irregular shaped 3,210 hectares block centered at 5°55'19"N and 75°44'42"W. Geographically, the mineral title is located within the Municipalities of Venecia and Fredonia, Department of Antioquia, 51 km SW of the Colombian city of Medellin.

La Mina is located overlooking the Cauca River valley, along the western margin of Colombia's physiographic Central Cordillera. The topography of the region is mountainous, characterized by high-relief, vegetated mountains, and steeply incised active drainages. The geological evolution of the region is complex, and is characterized by compressional Meso-Cenozoic tectonics associated with Northern Andean Block assembly along the Cauca-Romeral fault and suture system. The accretion of various allochthonous terranes in western Colombia during the Miocene resulted in deformation, uplift, magmatism and erosion. Mineralization at La Mina is genetically linked to the emplacement of a cluster of Miocene-aged hypabyssal porphyry stocks. Magmatic-hydrothermal Au-(Cu) and Au-Ag (Pb, Zn, Cu) deposit types are spatially and temporally associated with the hydrothermal evolution of the porphyry stocks.

In 2022 GoldMining completed a 3,485-metre diamond core drilling program on the La Garrucha prospect with the objective to explore to the southeast along strike for extensions to the porphyry mineralization previously identified by Bellhaven. This report includes the 2022 drilling in an updated mineral resource estimate.

A cut-off grade of 0.30 g/t Au gold was used to derive the mineral resources for La Mina. The Company and previous operators have maintained a strong quality assurance and quality control program, which has validated the accuracy and precision of the assay data. Bellhaven also advanced its knowledge of the metallurgical characteristics of the La Mina mineralization, as reported in November 2011 and 2013, subsequent to the maiden Inferred Resource, and in September 2016.

A portion of La Mina mineralization has been categorized as Indicated Mineral Resources. The drill density and the confidence in the mineralization has allowed for a portion of the La Cantera, Middle Zone and La Garrucha mineral resources to be classified in the Indicated category. Indicated Mineral Resources for the La Mina project are reported in Table 1‑1. Inferred Mineral Resources for the La Mina Project are reported in Table 1‑2. These Mineral Resources conform to the definitions in the 2014 CIM Definition Standards – for Mineral Resources and Mineral Reserves. No reserves conforming to CIM standards have been estimated for this report, as GoldMining Inc. has not advanced the evaluation work to a point of developing mine plans, production schedules, and economic analysis.

Mineral resource estimates are pit constrained using Whittle© Software. Parameters used to estimate the pit constrained resources are as follows: metal selling prices of US$ 1,700/oz gold, US$ 21.00/oz silver, and US$ 3.50/lb copper, G&A of US$ 1.00 per tonne, open-pit mining costs of US$ 1.80 per tonne, processing costs of US$ 7.44 per tonne, metallurgical recoveries of 90% for gold, 30% for silver and 91% for copper, an average pit-slope of 50 degrees and a 6% NSR royalty.

Table 1‑1 summarizes the December 20, 2022 mineral resource estimate for La Mina at a cut-off grade of 0.30 g/t Au.

Table 1‑1 La Mina Mineral Resource Estimate (Effective Date December 20, 2022. Qualified Person: Scott Wilson CPG. Cutoff Grade 0.30g/t Au)

Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no certainty that all or any part of the mineral resources will be converted into mineral reserves. Gold-equivalent grades were calculated using the following formula: AuEq = Au (g/t) + [Cu(%)} x {%Recoverable Cu / %Recoverable Au} x {Cu Price/Au Price} x 22.0462 x 31.1035] + [Ag (g/t) x {Ag Price/Au Price}]. Metal prices for calculating gold equivalency are gold (US$ 1,700/oz), silver (US$ 21.00), and copper (US$ 3.50). Metal prices are not constant and are subject to change. All quantities are rounded to the appropriate number of significant figures; consequently, sums may not add up due to rounding.

The PEA for the Project considers mining and milling of mineralization from La Cantera and Middle Zone and remains unchanged from January 2022. The PEA currently does not include the new La Garrucha mineral resource estimate. The Project assumes of processing 37.8 million tonnes of mineralized material over a 10-year life of mine (LoM) to produce 165 million pounds of copper, 687,000 ounces of gold, and 608,000 ounces of silver. Conventional open pit mining methods using loaders and off-highway trucks were assumed to extract mineralized and rejected materials from two adjacent open pit mines; La Cantera Pit and Middle Zone Pit. The strip ratio of the combined pits is 3.60:1 (rejected material:mineralized material). Peak mining rates were 60,000 tonnes per day. Mineralized material would be delivered to a 10,000 tonne per day processing plant to produce a copper concentrate. Mill feed grades are 0.24% copper, 0.69 g/t gold and 1.67 g/t silver.

Initial capital costs are estimated at US$ 299.5 million and sustaining capital costs are estimated at US$ 71.4 million plus US$ 17.4 million for mine closure.

The Project PEA estimates a pre-tax net present value (“NPV”) of US$ 399.8 million using a 5% discount rate. The post-tax estimated NPV is US$ 231.5 million using a 5% discount rate. The Internal Rate of Return (“IRR”) is 18.1% pre-tax and 14.5% after-tax.

The following tables summarize the key PEA financial, technical and metal production of the Project.

Table 1‑2 PEA Financial Summary

Table 1‑3 PEA Technical Summary

Table 1‑4 PEA Production and Payable Metal Summary

The preliminary economic assessment is preliminary in nature, and there is no certainty that the reported results will be realized. The Mineral Resource estimate used for the PEA includes Inferred Mineral Resources which are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as Mineral Reserves, and there is no certainty that the projected economic performance will be realized. The purpose of the PEA is to demonstrate the economic viability of the La Mina Project, and the results are only intended as an initial, first-pass review of the Project economics based on preliminary information. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.

La Cantera and Middle Zone constitute two of the four drill-tested mineralized porphyry intrusive and breccia bodies on the La Mina property. In both deposits, the intrusive centers are characterized by a series of porphyry stocks and related breccias that together make up porphyry copper-gold deposits. In the case of La Cantera, the core of the deposit is cut out by a late, barren porphyritic stock resulting in a “doughnut” pattern (plan view) whereby the copper- and gold-bearing rocks form a concentric pattern around the late, barren porphyritic stock. In the case of Middle Zone, the barren core is an amorphous feature that appears to have intruded preferentially along pre-existing planes of weakness. Various intrusive/breccias phases were involved in development of the porphyry deposits along with multi-phase alteration-mineralization events, as most-often expressed by pronounced densities of veinlets crosscutting the diamond drill core. Hydrothermal magnetite is an important gangue mineral associated with gold and copper, and potassic alteration is an important alteration type associated with gold and copper.

The La Cantera deposit is slightly elliptical in plan-view (long axis NW-SE), measuring approximately 200 m by 190 m in plan-view on surface with a depth extent of 350-600 m based on the results from 26 drill holes. Average grades are close to 0.9 g/t Au with 0.3% Cu and 1.7 g/t Ag.

The Middle Zone deposit lies approximately 400 m north of La Cantera and consists of a more pronounced elliptical body in plan-view (long axis NE-SW), which remains open at depths of over 600 m, based on the results of 54 drill holes. Faults appear to have offset the western and eastern lobes of mineralization. Faults also appear to delimit the western edge. Mineralization here is of two types. The first is characterized by a high copper-gold ratio, similar to what is observed at La Cantera. The second is characterized by high gold with relatively low copper. Overall, the grades are lower than La Cantera, close to 0.5 g/t Au with 0.1-0.2% Cu, over true widths of up to 100 m.

Mineralization in the La Garrucha porphyry intrusive complex is similar to that described for La Cantera and Middle Zone prospects comprising a calcic-potassic core, grading out to sodic-calcic, and an outer argillic zone. Magnetite alteration is ubiquitous throughout all of the porphyry phases. Highest grade gold and copper is accompanied by strong potassic alteration, characterized by secondary potassium feldspar and biotite, disseminated and vein magnetite, quartz stockwork veining and both vein-hosted and disseminated sulphides that include pyrite, chalcopyrite and lesser bornite and covellite.

A scoping level program of metallurgical test work for the project was completed and reported in 2011. Bellhaven Exploraciones contracted Resource Development Inc. (RDi) to undertake the scoping level metallurgical study for La Mina porphyry gold and copper prospect in Colombia (RDI, Report #2).

RDi received four composite samples for the metallurgical study. There were three samples from the La Cantera prospect consisting of average grade, low grade and high grade and one sample from the Middle Zone prospect. The combined samples assayed 0.306% to 0.476% Cu and 0.727 g/t to 1.454 g/t Au. Sequential copper analysis indicated that two of the four composites contained significant amounts of oxide and secondary copper.

The metallurgical test work undertaken included sample preparation and characterization, Bond’s ball millwork index determinations, in-place bulk density measurements, gravity tests, direct cyanidation and carbon-in-leach tests and rougher and cleaner flotation tests.

The samples had a Bond’s ball mill work index of 10.2 to 14.0, which is typically within the range of porphyry copper ores.

Gravity concentration tests indicated that it was unlikely that a high-grade amendable to direct smelting could be produced, and that the quantity of coarse free gold was not significant.

Whole ore cyanide leach tests extracted over 80% of the gold from three of the four composites. The cyanide consumption was high because of co-leaching copper minerals along with gold.

A series of open-circuit, batch flotation tests were conducted using a simple reagent suite consisting of potassium amyl xanthate (PAX), Aeropromotor 404 and methyl isobutyl carbonyl. Generally, recoveries ranged between 74% to 90% for both gold and copper in the rougher concentrate across a primary grind size range of 150-74 µm. Regrinding of rougher concentrate followed by two stages of cleaner flotation in open-circuit tests produced a concentrate assaying over 26% Cu and ±50 g/t Au for three of the four composite samples. There appears to be some sensitivity of rougher recovery to primary grind, with higher metal recoveries apparent in the finer sizes tested, but it’s inconclusive at this stage. No data on concentrate grades was presented, but the relatively low levels of some of the major potential deleterious elements in the ICP analysis of the composites (As<10ppm, Bi<10ppm, Hg, Se not measured), suggest that a clean concentrate should be achievable.

An overall base case recovery for gold and copper is projected at 82% and 84% respectively. It is reasonable to assume that further test work and optimization work around primary grind size, flotation reagents, mass pull and concentrate regrind could further improve gold and copper recoveries. Further analysis of the test data to determine the possible range of metal recoveries shows the potential for gold and copper recoveries to 87% and 87% respectively. Therefore, additional test work on representative samples, mineralogy and a program of open and locked cycle flotation testing is required to improve confidence in the metallurgical response and optimization of the recovery process.

Based on the assumptions of this PEA, the report suggests that the Project could be put into production and return capital investments within 7 years of startup.

Mining production estimates included Inferred Mineral Resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves. Thus, this PEA is preliminary in nature and is based on technical and economic assumptions that should be evaluated in more advanced studies.

The geology of the La Cantera and Middle Zone deposits is well understood and well represented in the models presented. RDA believes there is opportunity to further expand the La Cantera resource and evaluate possible connections to the Middle Zone at depth. In addition, the new mineral resource estimate for La Garrucha presents an opportunity to update the economic analysis for La Mina. Further in-fill drilling should be evaluated and conducted to upgrade mineral resources to mineral reserves. Several additional porphyry-style intrusions are interpreted from existing geophysical datasets throughout the La Mina concessions. It is recommended the Company undertake a systematic exploration program to further test these targets for discovery of new porphyry -tyle gold-copper mineralization.

Preliminary metallurgical tests indicate that La Mina mineralization is amenable to standard flotation for copper and gold recovery and to cyanide leaching for gold recovery. Further analysis of the test data to review the possible range of metal recoveries, show the potential for higher gold and copper recoveries in the order of 87% and 87% respectively. It is reasonable to assume that further test work and optimization work around primary grind size, flotation reagents, mass pull and concentrate regrind could improve gold and copper recoveries and provide confidence in the metallurgical response and optimization of the recovery process. Additional in-depth metallurgical test work needs to be conducted to enhance the understanding of the metallurgy to support future development studies for the project.

Table 1‑5 Proposed Phase 1 Work Program to advance La Mina

The authors have not recommended successive phases of work for the advancement of the Project.

Scott Wilson (“Mr. Wilson”) and Michael Cole (“Mr. Cole”) of Resource Development Associates Inc. (“RDA”), Paul Hosford of PMet Services (“Mr. Hosford”), collectively (“the Authors”) prepared a National Instrument 43-101 (NI 43-101) Preliminary Economic Assessment (PEA) for the La Mina Project (“La Mina” or “the Property” or “the Project”) located in the Department of Antioquia, Republic of Colombia, South America.

The Authors were retained by GoldMining (“the Company”), a Canadian company trading on the Toronto Stock Exchange (TSX) and the New York Stock Exchange (NYSE).

The report has been prepared according to the guidelines of the Canadian Securities Administrators' National Instrument 43-101 and Form 43-101F1, while the PEA reported herein has been prepared in conformity with generally accepted CIM "Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines."

The preliminary economic assessment is preliminary in nature, it includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the preliminary economic assessment will be realized. Mineral resources are not mineral reserves and do not have demonstrated economic viability.

The purpose of the Technical Report is to provide GoldMining with a mineral resource estimate which includes the La Garrucha deposit. The Technical Report also presents the previously disclosed PEA for the Project (see "NI 43-101 Technical Report and Preliminary Economic Assessment, La Mina Project, Antioquia, Republic of Colombia" with an effective date of January 12, 2022) which comprised:

The current inspection for the Project was carried out on October 12-13, 2022 by Scott Wilson who visited the property located in the village of La Mina, municipality of Fredonia in the department of Antioquia, Colombia. Mr. Wilson met with the geological team and technicians to review geological maps and sections, inspect drill core, review the digital database, observe the location of drill collars and collect a number of core samples to validate and confirm existing information.

The authors have not relied on information from other experts except in connection with certain legal matters relating to title, including information related to the concessions and their titles as described below.

The authors were provided with and reviewed documents relating to the mineral concessions including certificates of mineral registration, and certificates of good standing from GoldMining’s legal counsel (Camila Restrepo Uribe). Such documents included,” Good Standing Legal Opinion Colombian mining title No. 6355B (HHMM-04)” and “Good Standing Legal Opinion Colombian mining title No. L5263005”, both documents prepared by Camila Restrepo Uribe, and both dated June 15, 2021, GoldMining Inc provided the authors with updated copies of mineral concessions and an updated map of the concessions and two additional applications in process. This included Certificates of Mining Registration (Certificado de Registro Minero) from the National Mining Agency (Agencia Nacional de Minería) for mining title No. 6355B (HHMM-04) and mining title No. L5263005, both certificates dated June 15, 2021. While it appears that all titles (concessions) are in force and free of any liens and encumbrances, the authors are not qualified to express a legal opinion with respect to the property titles and current ownership and possible encumbrance status, and therefore, we have relied on the Company for providing this information and disclaim direct responsibility for such legal title information.

The La Mina project consists of two properties: 1) the 1,794 hectare La Mina Colombian concession contract identified as concession contract L5263005 (“concession”) held by La Mina Fredonia S.A.S. and 2) the 1,416 hectare La Garrucha with concession contract No. HHMM04 held by Bellhaven Exploraciones, as well as two concession contract applications currently under evaluation 1) LEA-16281 with 146 hectares requested and 2) TL5-08011 with 687 hectares requested. GoldMining Inc. (“GoldMining”) owns 100% of the Property through its wholly owned subsidiary, Bellhaven which in turn owns the property through its wholly owned Colombian subsidiaries Bellhaven Exploraciones (formerly Aurum Exploration Inc. Colombia) and La Mina Fredonia S.A.S. GoldMining announced on May 30, 2017 that it had completed the acquisition of Bellhaven by way of a plan of arrangement pursuant to an arrangement agreement between the parties dated April 11, 2017.

The concessions are located near Medellin in the Department of Antioquia, Colombia approximately 500 km north-west of the Colombia’s federal capital of Bogota. This region has a long history of gold mining extending back several centuries. Now several parts of Antioquia are among the most active gold exploration regions in Colombia.

The closest settlement, La Mina, lies immediately adjacent to the La Mina Project. The larger town of Venecia, approximately 11 km from the project, provides a source of supplies and logistical support for the project, rural farming activities, and for several small underground coal- mining operations in the near area. Figure 4‑1 and Figure 4‑2 show the location of the mineral claim in relation to surrounding geography.

Figure 4‑1 La Mina Property, Colombia

Figure 4‑2 La Mina Project Location and Access Map

The La Mina project property consists of two concession contracts totaling 3,210 hectares. Namely the 1798 hectare La Mina license with concession contract No. 5263 and the La Garrucha license with concession contract No. 6355B. The location and details regarding the claim block are outlined in Table 4‑1 and are shown in Figure 4‑3.

Exploration license No. 5263 (La Mina concession) was granted by the Instituto Colombiano de Geología y Minería (“INGEOMINAS”) to Alejandro Montoya-Palacios (“Montoya”) in early 2000 as an Exploration Concession under the mining code of the country which grants the operator the right to explore over a three-year renewable period under certain conditions for an additional two years including submission of a work plan known as a “Plan de Trabajo de Inversión”, or PTI. This was turned into a concession contract on August 5, 2020.

Table 4‑1 La Mina Property Ownership

Figure 4‑3 Claim Map Showing Location of La Mina Porphyry Bodies in Relation to Concession Boundaries

GoldMining's indirect Colombian subsidiary, Bellhaven Exploraciones (formerly Aurum Exploration Inc. Colombia) signed an option agreement with Mr. Montoya to initially acquire 80% of the concession. The property was held jointly by both parties through Mina Fredonia S.A.S. (“Fredonia”) with GoldMining currently indirectly owning 100% of the La Mina concession

La Garrucha exploration contract, No. 6355B, now owned by Bellhaven Exploraciones Inc Sucursal Colombia but originally owned by AngloGold Ashanti Colombia S.A., was optioned by Bellhaven in 2013 to explore an Au-Cu porphyry deposit indicated by the surface and drilling exploration in 2011 and 2012 respectively. This contract was renegotiated on March 7, 2015. As a result, GoldMining, through its ownership of Bellhaven Exploraciones and La Mina Fredonia S.A.S. owns 100% of this mining concession with Bellhaven to pay AngloGold Ashanti US$ 1 per reserve ounce declared in a bankable Feasibility Study, or present at the start of mining whichever comes first.

Bellhaven signed an additional agreement with B2 Gold regarding purchase of the surface rights over 60 hectares around the exploration camp site and immediate project area; this allowed Aurum to acquire these surface rights for a total of US$ 470,000 over a three-year period. During 2011, Bellhaven completed the payments under this agreement and now owns 100% of the surface rights governed by the agreement with B2Gold.

During 2012, Bellhaven also acquired additional surface rights over the El Limon target. In April, the Company contracted with a private vendor for the purchase of 100% interest in a surface property encompassing 9.75 hectares to the north of the Middle Zone (the El Limon property). The property acquisition closed in Q3 of 2012 for a total purchase price of US $15,315 in cash.

Surface rights over a portion of the La Garrucha concession contract is subject to a surface rights lease agreement and an option agreement as outlined below:

Pursuant to a surface rights lease agreement dated July 6, 2016 and amended August 19, 2016, April 4, 2017, November 5, 2018, and July 10, 2020, Bellhaven can lease the surface rights over a portion of the La Garrucha concession contract by making the following payments:

In addition, pursuant to an option agreement entered into by Bellhaven on November 18, 2016, amended April 4, 2017, November 5, 2018, and July 10, 2020, Bellhaven can purchase the La Garrucha concession by making an optional payment of US$ 650,000 on December 7, 2022.

The project is subject to a 2% net smelter return royalty (NSR) payable to Gold Royalty Corp.

As well, a gross revenue royalty (GRR) of 4.0% on the precious metals and 5.0% on base metals are both imposed by the Colombian National Mining Agency.

The authors know of no other known royalties, back in rights, payments or any other agreements to which the property is subject outside of the existing Colombian mining code. There are no known environmental liabilities to the La Mina project. There are no known factors or risks that affect access, title, or the right or ability to perform work on the property.

Access and infrastructure surrounding the La Mina project are good. The area is surrounded by gravel roads which connect a rural farming population to various nearby population centers, including Medellin which is a large cosmopolitan city (Figure 4‑2). Various small towns, including Bolombolo and La Pintada are located within a two-hour drive of the project area.

La Mina is accessed on a paved highway 30 km southwest of Medellin to the junction with a gravel road that leads 11 km to the property. Total travel time by road from Medellin is approximately 2.0 – 2.5 hours depending on road conditions and traffic around Medellin. Access to the area is available year-round.

The economy surrounding La Mina is based on rural activities. Agricultural activities dominated by coffee and mixed- crop farming are the principal sources of land use and income.

While GoldMining, through its wholly owned subsidiaries Bellhaven Exploraciones and La Mina Fredonia S.A.S. owns a considerable area of surface rights over the La Cantera and Middle Zone deposits, the Company has also secured surface access agreements with other property owners in the La Garrucha area of planned exploration and drilling. Additional surface rights may be necessary for the establishment of a commercial mining project.

Water, power, and labor are readily available at the project site. Local labor is not trained in modern exploration and mining methods, indicating the need to provide training and import qualified personnel. All requirements (personnel, equipment, contractors) for project exploration and development are available in Medellin. Heavy equipment and diamond drills are readily available throughout Colombia.

The project area is located on the eastern slopes leading up from the Cauca River. It is a major physiographic feature marking the limit between the Western and Central physiographic regions where the La Mina Property is located.

The topography in the property area can be described as “tropical mountainous”, with sharp positive and negative changes in relief from an average elevation of approximately 1,700 m with ridges cresting at approximately 2,000 m.

The property is essentially 100% vegetated by Andean Forest, dense secondary scrub growth, agricultural crops, and grassy cattle pastureland.

The climate, characterized by tropical weather in this district can vary abruptly with elevation: below an elevation of ~1,000 m (in the Cauca River valley) the climate is warm (>24°C) whereas higher up it tends to be temperate (18°C to 24°C) between 1,000 m and 2,000 m, and then becomes cool above 2,000 m (12°C to 18°C). Annual rainfall is approximately 2,000 mm with the wettest months being from March to May, and then again from September to December.

The Antioquia district of Colombia where the La Mina Property is located has been a source of gold mining that goes back several centuries to pre-Colombian times. Small-scale artisanal mining, some from hard-rock sources and some from alluvial deposits, were common throughout the district and so “barequero” prospectors were likely active throughout the Central Cordillera district on either flank of the Cauca River.

The general area around La Mina has been noted in early regional survey work by the Colombian mines department, INGEOMINAS and this led to the staking of ground by the original and still current owner, Mr. Alejandro Montoya in 2000.

Historical research by the Company has revealed local knowledge of several adits that targeted gold in the vicinity of the Middle Zone prospect. At one point, these mines were reportedly managed by a small-scale mining company from England. Artisanal miners exploited several streams originating from the resource areas in the past, a very small number of which are still active today. No records of production are known to exist, though different sources corroborate that mining activity goes back to at least the 1920’s. The amount of artisanal mining production is believed to be very small.

In the early 2000s, AngloGold Ashanti (AGA) carried out broad-scale geochemical and other exploration programs throughout this district of Colombia and was responsible for the initial discovery of copper-gold mineralization on surface at the La Cantera outcrop. In 2006, AGA drilled six holes into the La Cantera target, four of which successfully intercepted the gold-copper porphyry stock with mineralized intercepts of 50-100 m.

In 2007, AGA formed the Avasca Joint Venture with Bema Gold (subsequently transferred to B2Gold) who continued with further surface geochemistry and geophysics north and south from the La Cantera discovery, as well as further west over a prominent N-S trending magnetic ridge feature identified from aerial geophysics flown by the Avasca JV in 2007.

The early exploration work at La Mina by AGA beginning in 2002 and later in 2005-08 by the Avasca Joint Venture (Avasca) focused on the principal La Cantera Zone. These programs consisted of:

Figure 6‑1 Portion of Aerial Magnetics, Avasca Joint Venture 2007. Illustrates the prominent magnetic features interpreted from aerial geophysics flown by the Avasca Joint venture in 2007. Identified clearly is the high magnetic response of the La Cantera porphyry stock at the southern end of the red rectangular block

Six AGA drill holes were completed in and around the La Mina porphyry (later re-named the La Cantera Stock), with Holes 2 and 5 yielding 90-m plus intercepts of greater than 1 g/t Au and good copper grades at shallow depths. Drillholes 4 and 6 also contained significant values located near the surface; however, Holes 1 and 3 were drilled off target to the west and did not encounter any mineralization of interest (Table 6‑1).

Table 6‑1 AGA Drill Results

Colombia can be divided into four distinct geomorphological regions and can be seen in Figure 7‑1.

The La Mina property is located along the eastern margin of the western Cordillera in the Andean System (Figure 7‑1).

Figure 7‑1 Geomorphological Regions of Colombia Showing the
Approximate Location of La Mina

The La Mina region lies within the Romeral terrane, an oceanic mélange comprised of metamorphosed mafic to ultramafic complexes, ophiolite sequences, and oceanic sedimentary rocks of probable Late Jurassic to Early Cretaceous age (Cediel & Cáceres, 2000; Cediel et al., 2003). This terrane was accreted to the continental margin along the Romeral Fault, which lies east of the River Cauca, in the Aptian (125 to 110 Ma). Movement on the Romeral Fault was dextral indicating that terrane accretion was highly oblique from the southwest. The Romeral Fault zone is marked by dismembered ophiolitic rocks, including glaucophane schist, in a tectonic mélange and is interpreted as a terrane suture marking an old subduction zone. The resulting suture zone and mélange-related rocks can be traced for over 1,000 km along the northern Andes. The Romeral terrane is bounded on the west side by the Cauca Fault. Further west, additional oceanic and island arc terranes were subsequently accreted to the Western Cordillera in the Paleogene and Neogene periods, culminating in the on-going collision of the Choco (or Panamá) arc since the late Miocene. This reactivated the Cauca and Romeral faults with left lateral and reverse movements (Cediel & Cáceres, 2000; Cediel et al., 2003). The original structure of the Romeral fault system has been modified by various post-Romeral tectonic events.

Following accretion, the Romeral terrane was overlain unconformably by siliciclastic, continentally derived sediments of the Oligocene to Lower Miocene Amagá Formation. The Amagá Formation, comprises basal conglomerates, sandstones, siltstones, shales, and local coal seams (Durán et al., 2005). These sedimentary rocks are overlain by a thick sequence of volcanic and sedimentary rocks of the Late Miocene Combia Formation. The Combia Formation is divided into a Lower Member of basalt and andesite lava flows, agglomerates, and tuffs, and an Upper Member of conglomerates, sandstones, and crystal and lithic tuffs (Durán et al., 2005). The Combia Formation volcanic rocks were associated with at least one Middle to Late Miocene volcanic arc emplaced into the Romeral terrane basement rocks during this time period. Also associated with latest stages of arc formation was the syntectonic emplacement of a series of shallow-level intrusive rocks, including poly-phase hypabyssal stocks, dikes and sills of dioritic, granodioritic, and monzonitic composition. These intrusive rocks cut all of the aforementioned sedimentary and volcanic units of the Amaga and Combia Formations. K-Ar whole-rock ages for the intrusive rocks range from 8 to 6 Ma (Cediel et al., 2003). The Combia Formation and accompanying hypabyssal intrusive rocks are well represented along a 100 km by 20 km N-S trending belt extending from Anserma in the south to Jericó, Fredonia and Titiribí, located to the north of the La Mina Project (Figure 7‑2).

Following the early accretionary events, the region was subjected to compressional deformation during the Early-Middle Miocene and Middle-Late Miocene. In both cases the deformation was related to additional accretionary tectonic events taking place to the west along the active Pacific margin. The structural architecture of the Romeral fault and mélange system is essentially that of a 10+ km wide series of N-S striking, vertically dipping, and dextral transcurrent faults. Virtually all lithologic contacts within the Romeral basement rocks are structural in nature and are characterized by abundant shearing, mylonitization, and the formation of clay-rich fault gouge. Structural reactivation during the Miocene resulted in orthogonal compression accompanied by mostly west-directed (back) thrusting and high- angle reverse fault development in the basement rocks. The Amaga Formation was deformed primarily into generally open, upright folds; local tilting and near isoclinal folds were associated with the west-directed thrust faults. The Combia Formation records both tilting and open folding. Both the Amaga and Combia Formations exhibit moderate to strong diapiric doming through the emplacement of Miocene intrusive rocks. N-S, NE-SW, NW-SE and E-W striking conjugate shearing and dilational fracturing affect all of the above geologic units.

Figure 7‑2 Tectonic Map of Colombia

The La Mina Project lies within the Middle Cauca Belt of Miocene-age volcano-plutonic rocks of central Colombia. This belt hosts several significant porphyry gold or copper-gold disseminated deposits such as La Colosa, Titiribí, Quebradona, and Quinchia, as well as large epithermal gold districts such as Marmato.

The immediate area around the La Mina Project is underlain by country rocks consisting of a series of basaltic volcanic rocks (Barroso Formation – oceanic tholeiitic basalts, dolerites, tuffs, etc.), sedimentary rocks of the Amagá Formation, and an upper Combia Formation of basalts and andesitic basalts inter-layered with volcaniclastic rocks and coarse-grained sedimentary rocks (conglomerates, arenites).

At the project scale, the key host rocks for the porphyry-related gold, copper, and silver mineralization are the intermediate composition volcanic rocks of the Combia Formation and the sub-volcanic breccias and related shallow level, porphyries which have intruded the Combia Formation. The Combia Formation developed within a Late Miocene magmatic arc that is interpreted to have included an early quiescent stage of volcanism and a later explosive event of wider extent.

Localized intrusive centers (e.g., La Cantera, Middle Zone, El Limon, and La Garrucha) comprise a series of intermediate composition porphyries and related intrusive (emplacement) breccias (Figure 7‑3). The structural controls for these intrusive centers appear to have been provided by N-S, NE-SW and/or NW-SE trending, high-angle fault systems associated with the major Cauca River structure to the west of La Mina.

Figure 7‑3 Generalized Geologic Map of the La Mina Project Area

The following broad groupings of geological unites have been interpreted and recognized from surface mapping and the drill core logging to date:

A good understanding of the intrusive rocks is key to understanding the porphyry-related Au-Cu mineralization. Intrusive rocks at La Mina consist of porphyries of probable intermediate composition. At least four different porphyries have been identified in the La Mina Project area and are distinguished by their mineralogy and texture. Other potential targets exist on the property, as distinguished from magnetic and geochemical anomalies. None of these additional targets have been drill tested to date. To standardize the naming conventions for the porphyry-related, intrusive lithologies used in logging and mapping, a generic lithology naming scheme was adopted. Modifiers such as “early” and “late” were dropped and rocks were named primarily based on the original mineralogy and texture and, in some cases, the absence or presence of and type of alteration.

As with other porphyry deposits worldwide, there is considerable overlap of the original mineralogy and texture of the different intrusive lithologies at La Mina. To date, four different centers of porphyry-related alteration and mineralization have been recognized: 1) La Cantera, 2) Middle Zone, 3) El Limon, and 4) La Garrucha. The phenocryst-to-matrix ratio of the intrusive lithologies varies from 50:50 to 80:20. The intrusive lithologies in all four intrusive centers contain essential plagioclase and amphibole phenocrysts, some lithologies contain minor but important amounts of magmatic biotite, and quartz phenocrysts or “eyes” are sparse. The dominant accessory mineral is magnetite; sphene, where observed, appears to be an alteration product of magmatic biotite or amphibole.

The porphyry “families” were named very simply for the geographic location of where they were first encountered (C – La Cantera, L – El Limon and G – La Garrucha) or in the case of the X family, because the origin and significance of these porphyries were uncertain. The numerical modifiers reflect the order in which the different members of a family (when more than one has been identified) were identified and not the relative age of the members of a family. For example, in the X family of Middle Zone, X1 was the first X porphyry identified but it was later determined to be younger than X3 and older than X2. These relative ages are based on clearly defined contact relations between different members of the same family. In previous press releases and the initial NI 43-101 technical report describing the geology of the La Cantera area (May 2011), the C1 Porphyry and C1 Breccia were referred to as the “early inter-mineral porphyry” and “early inter-mineral breccia” and the X1 Porphyry and X1 Breccia were referred to as the “late inter-mineral porphyry” and “late inter-mineral breccia”. The intrusive rocks of the El Limon area follow the nomenclature of Middle Zone. The relative ages of the different intrusive rocks and breccias in the various intrusive centers are given in Table 7‑1.

The relative ages of the different intrusive phases are well known within each intrusive center; however, to date, cross-cutting or contact relationships between C1 phases and L1 phases and X3 phases have not been observed. Hence, the relative ages of these lithologies cannot be determined definitively. Similarly, the relative ages of the intrusive phases in the La Garrucha area as compared with the other areas are not known. The porphyries and breccia at La Garrucha have only been mapped at surface and in limited drilling. The relative age relationships although becoming clear at La Garrucha are not clear with respect to the other porphyries, elsewhere in the project area.

Table 7‑1 Lithological Descriptions

La Cantera		Middle Zone		La Garrucha
		X2 Porphyry	Youngest
		X1 Breccia		G4 Breccia	Youngest
X2 Porphyry	Youngest	X1 Porphyry		G4 Porphyry
X1 Breccia		X3 Breccia		G2 Breccia
X1 Porphyry		X3 Porphyry		G2 Porphyry
C1 Breccia		L1 Breccia		G1 Breccia
C1 Porphyry		L1 Porphyry		G1 Porphyry
Volcanic Rocks	Oldest	Volcanic Rocks	Oldest	Volcanic Rocks	Oldest

While there have been limited thin section studies of the Cantera and Middle Zone rocks, the detailed petrographic and mineralogical reports are pending at the time of this writing. The following lithological descriptions are derived from hand and drill-core specimens exhibiting weak to intense alteration and should therefore only be considered as field terms. Associated with the porphyries are breccias which includes auto-breccia and contact breccia. An auto-breccia is described as an intrusive breccia with clasts and matrix of the same intrusive phase. Contact breccias occur at contacts of porphyries with older volcanic rocks of the Combia Formation or with older porphyries. The porphyries are described below from youngest to oldest.

The X2 Porphyry is observed at the Cantera and Middle Zone prospects. This porphyry is believed to be one of the youngest porphyries at La Mina and as such is typically not mineralized or strongly altered. X2 Porphyry is composed of 70% phenocrysts and 30% fine-grained matrix. Phenocrysts are comprised of 45% plagioclase, 17% amphibole (hornblende?) and 7% biotite. Quartz phenocrysts are absent. Plagioclase phenocrysts are subhedral to euhedral tabular crystals ranging from 1.5 x 1.0 mm to 1.0 x 1.0 mm. Amphiboles occur as euhedral to subhedral crystals with bimodal sizes of 1.0 x 0.5 mm and 3.0 x 2.0 mm. Biotite is euhedral at 0.3 X 0.3 mm size. Accessory minerals consist of 1% fine-grained disseminated magnetite.

Alteration of the X2 porphyry where present is weak and typically propylitic to intermediate argillic with chlorite-carbonate and chlorite-clay respectively, chlorite partially replacing amphiboles. Locally where X2 is altered, trace to 1% disseminated pyrite is common.

The X1 is a name applied to a different intrusive at La Cantera than at Middle Zone. It was recognized first at La Cantera as a post-mineralizing intrusive at the core of the deposit. It was originally described as a “late intra-mineral porphyry” because it is only weakly and locally mineralized. X1 Porphyry has a porphyritic texture with 65-70% phenocrysts and 30-35% very fine-grained matrix. Phenocrysts are comprised of 45% plagioclase, 15-17% amphibole (hornblende) and 3-5% biotite. Quartz phenocrysts are absent. Plagioclase phenocrysts are typically subhedral to euhedral tabular crystals of two sizes, 1.5 x 1.0 mm and 1.0 x 1.0 mm. Amphiboles occur as euhedral –subhedral crystals of bimodal size of 0.4 x 0.2 mm and 0.8 x 0.2 mm. Biotite is euhedral at 0.3 x 0.3 mm size. Accessory minerals consist of 1% fine-grained disseminated magnetite.

The X1 at Middle Zone is a mineralizing intrusive that has a similar petrography to the X1 of La Cantera. However, in this case it exhibits strong to intense potassic alteration with secondary biotite and magnetite within and proximal to gold and copper mineralized zones. In well mineralized portions it shows a high Cu/Au ratio. Pervasive replacement of the fine-grained feldspar matrix with potassium feldspar imparts a light pinkish buff color. In areas distal to mineralization, a condition met predominantly in Middle Zone, the unit displays argillic to propylitic alteration.

The X3 porphyry is observed only at the Middle Zone prospect. Contact relationships indicate that it is younger than El Limon Porphyry but older than X1 and X2 Porphyries. The X3 Porphyry is a bimodal feldspar porphyry with a phenocryst: matrix ratio of 70:30. Phenocrysts consist of 45-50% plagioclase, 10-12% amphibole (hornblende) and 2-3% biotite. Quartz phenocrysts are absent. Plagioclase is typically bimodal with finer phenocrysts of 0.4x0.2 mm and coarser phenocrysts at 0.4x0.8 mm. The coarser-grained plagioclase is euhedral to subhedral and usually zoned and occurs occasionally as agglomerated pairs. The content of coarse plagioclase is variable from 0 to 5%. Amphiboles are typically euhedral to subhedral and also bimodal in nature with >50% coarse grained at 3 x 1 mm and the balance of finer crystals having axes of 1 x 0.5 mm. Accessory minerals consist of 1% fine-grained disseminated magnetite.

Alteration is variable in type and intensity. Alteration ranges from moderate propylitic to pervasive, intense potassic (biotite-magnetite with local potassium feldspar replacement of earlier biotite). Argillic or argillic/phyllic alteration is localized along the contacts and margins of late fractures and faults.

The La Cantera porphyry is the mineralizing intrusive at the La Cantera prospect. The La Cantera porphyry is a medium- to fine-grained porphyry. The porphyry is very “crowded” with a phenocryst: matrix ratio of approximately 70:30. The groundmass comprises both micro- phenocrysts and fine-grained crystalline quartzo-feldspathic (?) material (<20% of the matrix is aphanitic). Phenocrysts include plagioclase, amphibole, and biotite. Subhedral to euhedral plagioclase phenocrysts range in size from 0.4 x 0.2 mm to 0.8 x 0.5 mm, with occasional coarser-grained phenocrysts having axes of 1.0 x 1.5 mm in length. Subhedral to euhedral amphibole (10-12%) ranges in size from 0.2 x 0.4 mm to 0.4 x 0.8 mm. Biotite phenocrysts (5-8%) are dominantly 0.3 x 0.3 mm euhedral. Quartz phenocrysts are absent. Accessory minerals consist of 1-2% fine-grained disseminated magnetite.

Alteration of the La Cantera porphyry is dominantly potassic, having secondary biotite and potassium feldspar-bearing assemblages (± magnetite ± actinolite). The potassic alteration occurs as both pervasive replacement of phenocrysts and matrix and in veins and along vein selvages. Potassium feldspar alteration, when present, is generally pervasive with total replacement of plagioclase by potassium feldspar, as well as frequent veins and vein selvages of potassium feldspar. Zones of banded quartz and quartz-magnetite veins are common and locally may comprise >25% of the rock volume. Closely spaced sheeted quartz veins are common in the upper portions of the porphyry. Elsewhere quartz veins do not exhibit a preferred orientation.

The El Limon L1 Porphyry has been observed in the El Limon, Filo de Oro and Middle Zone prospects immediately to the north of the La Cantera gold-copper prospect. It is exposed over an area of several square kilometers. The El Limon porphyry is composed of 60% phenocrysts and 40% matrix. Phenocrysts are comprised of 40% subhedral to euhedral plagioclase (occasionally as agglomerated pairs) that range in size from 1 x 1.5 mm to 3 x 5 mm, 15% subhedral amphibole that is commonly 0.5 x 5.5 mm in size, and 5% subhedral biotite, which is typically 1 x 2 mm in size. Quartz phenocrysts are absent. Accessory minerals consist of 1% very fine-grained magnetite. The El Limon Porphyry is characterized by coarse grained plagioclase phenocrysts which makes it visibly distinct from the C1, X1 and X2 Porphyries. When strongly altered, it can be difficult to distinguish L1 Porphyry from X3 Porphyry.

Alteration of the El Limon Porphyry is most commonly structurally-controlled argillic to intermediate argillic. Potassic alteration ranges from intense secondary biotite, commonly without magnetite, to moderate secondary biotite-magnetite. The latter occurs typically near contacts with potassically-altered X1 Porphyry or X3 Porphyry or their related intrusive breccias. Local weak potassic alteration in the form of secondary biotite and occasional potassium feldspar occurs in veins or selvages along quartz-magnetite veins.

The L2 porphyry is observed in drill core at the El Limon prospect centered approximately 300 m NNW of the center of the Middle Zone. L2 porphyry is composed of 45% phenocrysts and 55% fine grained, near aphanitic, matrix. Phenocrysts are comprised of 40% subhedral to euhedral plagioclase in a bimodal fashion ranging in size from <1 mm to 1.5 mm long and from 2 to 2.5 mm long, 2-5% subhedral amphibole is commonly 0.5 x 2 mm in size. The matrix is composed of a 50:50 mix of very fine-grained plagioclase crystals and too fine to identify aphanitic felsic material (feldspar and amphibole). Accessory minerals consist of magnetite. The L2 porphyry at El Limon is a mineralizing porphyry typically cut by an open quartz and quartz-magnetite vein stockwork and local fine-grained disseminated chalcopyrite.

The El Limon L3 Porphyry occurs within the El Limon prospect. It is almost identical to the L1 porphyry except that it has 3-5% medium grained brown secondary biotite evenly distributed throughout. Like the L1 porphyry it is for the most part argillically altered as well. No other alteration other than the clay and biotite is evident and it typically is un-mineralized with detection limit Au values.

The La Garrucha intrusive center occurs in an area named La Garrucha approximately 650 m east of the La Cantera deposit. The possible importance of the intrusive center was realized in mid-2011 by Bellhaven geologists during routine reconnaissance geological mapping and sampling. Geologists encountered potassic altered (biotite-magnetite) porphyry with quartz-chalcopyrite veins in some of the sparse outcrops in the area.

The G1 Porphyry has a crowded porphyritic appearance with a phenocryst to matrix ratio of 60% to 40%. Phenocrysts are comprised of 55% plagioclase and 5% amphibole (hornblende?). Quartz and biotite phenocrysts are absent. Euhedral plagioclase phenocrysts range in size from 0.5 x 1 mm to 2 x 3 mm with sparse, larger phenocrysts 3 x 5 mm in size. Amphibole occurs as 0.5 x 2 mm to 2 x 4 mm euhedral phenocrysts. Accessory minerals consist of 1-3% fine-grained disseminated magnetite.

Most commonly the G1 Porphyry exhibits moderate to strong argillic alteration which largely masks the possible presence of earlier propylitic or potassic alteration. Locally weak to moderate potassic alteration is observed as secondary biotite, magnetite and actinolite with only weak potassium feldspar development.

G1 porphyry appears to be the earliest porphyry developed at La Garrucha and is in contact with Combia Formation volcanic rocks along its outer margins. Biotite hornfels superimposed on the volcanic rocks occurs along the G1-volcanic contact.

The G2 porphyry intrudes and brecciates the G1 Porphyry. These contact relationships have been seen at the surface and in drill core. The G2 Porphyry is texturally distinct from G1 and is characterized by a phenocryst: matrix ratio of30:70 and a hiatal texture. As such, G2 has a less crowded appearance in hand specimen due to the great percentage of fine-grained matrix. Phenocrysts are comprised of 25% plagioclase and 5% amphibole (hornblende?). Subhedral plagioclase is typically 1 x 1.5 mm in size whereas subhedral to euhedral amphiboles range in size from 0.3 x 2 mm to 0.5 x 2 mm. Accessory minerals consist of 1% fine-grained disseminated magnetite.

The G2 Porphyry is characterized by potassic alteration that includes both biotite and potassium feldspar-bearing assemblages. Magnetite and actinolite (?) occur with the biotite and potassium feldspar and also occur as a common alteration assemblage without significant secondary biotite.

The G4 Porphyry has only been encountered in drill core. It has a phenocryst: matrix ratio of 70:30 and is characterized by 35-50% subhedral to euhedral plagioclase phenocrysts that define a seriate texture and range in size from 0.2 x 0.4 mm to 3 x 4 mm. Approximately 5-10% amphibole phenocrysts are subhedral to euhedral and range in size from 0.2 x 0.5 mm to 0.5 x 2 mm.

Alteration in the G4 Porphyry includes strong to intense pervasive potassium feldspar and magnetite with actinolite-magnetite, propylitic, sericite, and argillic overprinting assemblages. Argillic overprinting is structurally controlled along fault zones. The potassium feldspar alteration which distinguishes G4 from G2 results in growth of feldspar phenocrysts, coarsening the crystal texture, and reduces the amount of fine-grained matrix (fine-grained matrix is more visibly crystalline). The potassium feldspar also imparts a distinct pink color cast to the rock making it more readily distinguishable from G2 porphyry.

Although G4 porphyry appears to be the core of the la Garrucha porphyry complex, it is in contact with Combia Formation volcanic rocks along its outer margins. Biotite hornfels superimposed on the volcanic rocks occurs also along the G4-volcanic contact.

Numerous breccias are associated with the emplacement of all of the porphyries. The breccias appear to be of two main types: auto-breccia and contact breccia. Auto breccias form along the margins of and within individual intrusive bodies where portions of the intrusive has partially cooled and solidified but comes in contact with unsolidified magma of the same intrusive. Contact breccia is created in several environments: a) at the contact with enclosing brittle host rocks such as the Combia Formation volcanic rocks at La Cantera, or b) with the El Limon porphyry in the Middle Zone, or c) at the contact with the younger non-mineralized G1 porphyry at La Garrucha, or d) along the contact of the Limon porphyry with the host Combia Formation. In addition to these breccias, in some parts of the deposits, there are localized zones that appear to represent the mixing of two magmas (e.g., when both were still molten or very plastic). Pebble dikes have also been encountered cutting the intrusive rocks at the La Mina Project.

Breccias at La Mina can be simple, complex or any variation in between. Alteration can impact on the ability to identify the origin of clasts and/or matrix. Breccias may be matrix or clast supported; the breccia clasts can be monolithic or heterolithic. The breccia clasts range in shape from angular to rounded and exhibit a wide range of alteration and mineralization in the clast population. Potassic altered clasts, sometimes cut by quartz-sulfide veinlets, can occur in a porphyry exhibiting significantly less alteration than the clasts indicating that there was an alteration and mineralization event that pre-dated the brecciation.

The X2 porphyry at Middle Zone, discussed above, has an associated breccia now called the White Breccia (WBx). This unit is almost invariably found in contact with the X2, and appears to form a halo around it. It constitutes an intensely altered, structural boundary zone that formed as a result of the X2 intrusive phase. It contains fragments of X1 and X3, the two porphyries that were intruded by the X2 unit.

The intrusive breccias at La Mina have been named based on the composition of the intrusive that forms the breccia matrix. Thus, the X3 Breccia can contain a wide range of clasts (e.g., composition, alteration, mineralization, shape, etc.) but the common thread linking all of the X3 Breccias is the fact that the breccia matrix is X3 Porphyry.

The volcanic rocks in the immediate project area (e.g., La Cantera, the Middle Zone, El Limon, and La Garrucha) comprise a lower sequence of mafic lavas (basaltic to andesitic composition) and an upper sequence of lithic, crystal and crystal-lithic tuffs of presumed more felsic compositions. The technical team has not yet conducted any detailed work on the volcanic stratigraphy has been done to date. In the field, the volcanic rocks occur in sparse, isolated outcrops and are commonly pervasively argillized and oxidized (supergene) making rock identification difficult.

During the drilling of the La Cantera deposit, once the drill passed from the porphyry into the volcanic wall rocks, drilling typically continued for only another 30-50 m before termination (as a function of alteration and mineralization). Accordingly, little was learned about the volcanic rocks from logging the drill core.

The alteration in the volcanic rocks is largely similar to the alteration in the intrusive rocks, comprising propylitic, potassic, and argillic assemblages. However, most of the volcanic rock form strong to intense biotite hornfels along this contact.

At the El Limon prospect and on the northeast margin of the Middle Zone occur what appears to be explosive diatreme or subvolcanic pebble breccia. This breccia is characterized by polymictic well-rounded clasts in a highly milled matrix. At the El Limon prospect it is conceivable that this explosive breccia removed much of the better grade mineralization leaving only narrow marginal zones of weak Au-Cu mineralized L2 porphyry.

The structural history at La Mina is gradually becoming clear as a result of three main factors: 1) evidence visible from airborne and ground geophysics, 2) mapping of surface features and inferences based on geomorphologic patterns, and 3) Middle Zone drilling, including the first oriented core holes.

There are several regional lineaments that cross the project area and these can be seen in the aerial magnetometry. The most important of these large-scale features is a prominent N-S trending lineament that parallels the N-S trending zone of anomalous magnetometry that bisects the project area. Two N30W trending regional lineaments are also present in the project area. The eastern-most of these is parallel to a zone of less well-defined zones of anomalous magnetometry, anchored by the La Garrucha prospect at its southeastern-most extent.

There are some faults mapped in the project area (Figure 7.3). These faults exhibit NE, NW, and EW strikes. Dips on all of the mapped faults are generally sub-vertical. The abundant vein and fracture-controlled alteration and mineralization generally lack a dominant orientation. When veins and fractures do exhibit a preferred orientation, it is commonly EW. In some areas of the property, stream cuts and ridgelines are clearly related to structural features; and this has been confirmed by drilling in the case of Middle Zone. These patterns show primarily NE and NW trends.

Middle Zone drilling reveals a number of significant structures, which have been tentatively grouped as intercepts of several structural planes. The most important of these planes strikes NW though the central part of Middle Zone, and down drops both the later lithologic units and high Au-Cu mineralization on the west side. The two lobes of the Middle Zone magnetic anomaly shown in some versions of the data can be explained by offset along this NW trending fault zone.

The La Cantera prospect was mapped initially by Anglo Gold Ashanti geologists at La Mina in 2002, with initial drilling in 2006. The geology was subsequently re-mapped by Bellhaven Copper and Gold geologists in 2010 and 2011 and is shown in Figure 7‑4. The resource estimate discussed in this report (released as the La Mina Technical Report dated August 29, 2011) is based on 6,579 m drilled in the La Cantera resource area: 1,452 m contained in six holes drilled by AngloGold Ashanti/Bema Gold in 2006 and 4,953 m contained in 13 holes drilled by Bellhaven in 2010 and 2011. The La Cantera drilling was conducted on two N-S lines, three NW-SE lines, and two NE-SW lines to an approximate depth of 550 m.

Porphyry-related alteration and mineralization at the La Cantera prospect outcrops on the surface. The surface projection of the intrusive center measures approximately 200 m EW by 200 m NS. The porphyry-related alteration and mineralization has been traced from surface to a depth of 550 m and is open at depth. The La Cantera prospect geology is relatively well understood. The volcanic rocks of the Combia Formation were intruded by the C1 Porphyry with both contact and auto breccias forming at the margins of the C1 Porphyry. Subsequently the C1 Porphyry, C1 Breccia, and the Combia Formation volcanic rocks were intruded by the X1 Porphyry and auto breccias formed at the contact of X1 Porphyry with the C1 Porphyry and C1 breccia (Figure 7‑5). Small amounts of X2 Porphyry subsequently intruded the X1 Porphyry.

Figure 7‑4 Surface Geology of the La Cantera Prospect Showing the Location of the Drill Holes

Figure 7‑5 North-South Cross Section (Looking West) of Geology through the La Cantera Deposit

The observed alteration at La Cantera is typical of a gold-copper porphyry deposit: a potassic (calcic) core and an outer propylitic zone. Sericitic and intermediate argillic alteration assemblages are typically structurally controlled and can be observed overprinting the potassic and propylitic zones.

Potassic alteration is present as both biotite- and potassium-feldspar-bearing assemblages. Much of the potassic alteration is vein and fracture controlled. Common vein and fracture types include: 1) potassium feldspar “A” veins, 2) quartz veins with potassium feldspar selvages, 3) quartz-magnetite veins 4) hairline, anastomosing biotite fractures and 5) magnetite veins. The pervasive biotite alteration appears to have formed as a reaction between the hydrothermal fluids and primary magmatic mafic minerals. Much of the C1 Porphyry and C1 Breccia are pervasively altered to a biotite-magnetite assemblage wherein the mafic phenocrysts and porphyry matrix are replaced by biotite-magnetite. Volcanic rocks of the Combia Formation are also altered to biotite- and potassium feldspar-bearing assemblages near contacts with C1 Porphyry and C1 Breccia. As a result, the gold-bearing rocks are highly magnetic which creates a sharp contrast with the barren and weakly magnetic intermediate argillic altered rocks as well as the non-magnetic sericite-altered rocks surrounding the potassic core. Potassium feldspar-bearing alteration is locally widespread and pervasive but more commonly exists as irregularly shaped patches as a partial to total replacement of earlier biotite-bearing alteration assemblages. An example of pervasive biotite-magnetite-actinolite alteration in C1 Porphyry is shown in Figure 7‑6.

Figure 7‑6 LMDDH-008-288m. C1 Porphyry with Pervasive Biotite-Magnetite Alteration of the Matrix and Actinolite Alteration of Primary Magmatic Mafic Phenocrysts

Calcic alteration is represented by actinolite amphibole-bearing alteration. This amphibole is dark green in color and although not verified by thin-section petrography, it is interpreted as actinolite by analogy to other copper-gold porphyry deposits in the Middle Cauca Belt (e.g., Quebradona and La Colosa) where it has been identified as actinolite. The actinolite occurs in three different vein and fracture types: 1) potassium feldspar-actinolite ± actinolite vein selvages, 2) magnetite veins with actinolite halos and 3)-actinolite ± chalcopyrite ± bornite veins and fractures. The actinolite amphibole also occurs as selective replacement of earlier secondary biotite which itself had originally replaced igneous amphibole or biotite phenocrysts. The presence of actinolite in the alteration assemblage is typically a good indicator of gold and copper mineralization.

At least four different phases of vein and fracture-controlled potassic and calcic alteration and mineralization have been recognized and, in order of their paragenetic sequence, include:

An example of the superposition of multiple episodes of vein and fracture-controlled alteration and mineralization is shown in Figure 7‑7.

Figure 7‑7 LMDDH-016 392.5m. C1 Breccia with Potassic Alteration (Magnetite-k-Feldspar +/- Actinolite) Cut by Sheeted Magnetite Veins, Quartz Magnetite Stockwork Veins and Late Pyrite-filled Fractures

Sericitic alteration is represented by the mineral assemblage quartz-sericite-pyrite and is observed to a greater or lesser extent away from the potassic core but also replacing earlier potassic alteration. Sericitic alteration can be pervasive but much of the sericitic alteration is associated with quartz-pyrite veins with sericite selvages, the so-called “D” veins observed at El Salvador, Chile (Gustafson and Hunt, 1975).

Propylitic alteration is represented by two different mineral assemblages: 1) a “proximal” epidote- chlorite-illite-calcite assemblage and 2) a more widespread, “distal” chlorite-illite-calcite assemblage. Mafic phenocrysts are replaced by chlorite and calcite; plagioclase phenocrysts are partially to totally replaced by both epidote-calcite and illite-calcite. Propylitic alteration is found mostly in the Combia Formation volcanic rocks and X1 Porphyry and X1 Breccia. Propylitic alteration, if originally present in C1 Porphyry and C1 Breccia, has largely been overprinted by the potassic alteration.

Argillic alteration, both hypogene and supergene, is structurally controlled and is associated with faults, breccias and fractures and includes both chlorite- and “clay”-bearing assemblages. Argillic alteration is the youngest alteration event preserved at La Cantera.

The principal minerals associated with the Au-Cu porphyry mineralization at La Mina are chalcopyrite and lesser bornite, both with associated gold mineralization. Secondary copper minerals (chalcocite, azurite, malachite and chrysocolla) do occur locally in the upper portions of the La Cantera prospect. Overall gold mineralization greater than 0.3 g/t Au is sulfide-poor and typically contains less than 1% total sulfides. In this type of mineralization chalcopyrite ± bornite are more abundant than pyrite.

Minor silver, lead, and zinc mineralization is associated with calcite±quartz-tetrahedrite-sphalerite veins that cut earlier potassic alteration. These veins may be related to argillic alteration, which is commonly present where these veins are found.

The most sulfide-rich with alteration and mineralization at La Cantera are the sericitic and argillic assemblages that commonly contain more than 3% total sulfides. However, this mineralization typically contains less than 0.3 g/t Au and is not economically important.

The typical habit of the ore minerals can be summarized as follows:

Figure 7‑8 Drill Hole Intercepts with >0.5g/t Au in the La Cantera Prospect

The Middle Zone prospect was mapped and drilled during work by Bellhaven geologists starting in 2010. The surface geology of the Middle Zone prospect is shown in Figure 7‑9. In total, 54 holes were drilled at the Middle Zone prospect. The resource estimate discussed in this report is based on all 54 drill holes totaling 18,944 m of diamond core drilling. The Middle Zone drilling was conducted on one N-S line, six NW-SE lines, and four NE-SW lines to a maximum depth of 680 m below surface.

Porphyry-related alteration and mineralization at the Middle Zone prospect outcrops in some areas, and the elongate surface projection of the intrusive center measures approximately 300 m NW-SE by 400 m NE-SW. The porphyry-related alteration and mineralization has been traced from surface to a depth of 680 m and is open at depth. All intrusive units, regardless of their relationship to the mineralizing events, show similar rock types, and also show great similarity to those at La Cantera. The volcanic rocks of the Combia Formation were first intruded by the extensive, pre-mineralization L1 porphyry with marginal contact breccias. Subsequently both the L1 porphyry and volcanic rocks were intruded by the mineralizing X3 porphyry and breccia units (low copper/gold ratio), and later by the mineralizing X1 porphyry and breccia units (high copper/gold ratio). Mineralization occurring during these phases affected pre-existing units. For example, the L1 porphyry (normally barren) is mineralized in some locations near the X3 unit, and mineralization in the X3 unit has been augmented in some areas close to the later X1 unit. There are also areas of un-mineralized X3 and X1 distal to the center of the Middle Zone. This phenomenon has been observed in drilling to the north and northeast. The post-mineralizing X2 unit (which is analogous to the X1 unit at La Cantera) forms an alternating pod- or dike-like body that has intruded opportunistically along zones of weakness into the Middle Zone. Gold and copper values in this unit are very low, an order of magnitude less than in the surrounding L1 porphyry and volcanic units. However, the X2 intrusive is associated with the White Breccia, a strongly fractured and altered unit that often forms a halo around the X2. The White Breccia is mineralized according to the density and nature of X3 and/or X1 fragments.

The Middle Zone exhibits a structural influence not seen at La Cantera. The mineralizing intrusive units are fault bound on the southwestern side by a feature striking NW. Another major feature runs through the center of Middle Zone, also striking NW, which appears to have down dropped the western half of the deposit. This displacement is most apparent along the X1 and X2 units, and is clear from the distribution of higher copper grades within the X1. A series of other faults with approximate NS trends occur throughout the Middle Zone, which do not provide clear evidence for displacement.

Figure 7‑9 Surface Geology and Drill Holes Used in Resource Estimate at Middle Zone Prospect

The observed alteration at Middle Zone is typical of a gold-copper porphyry deposit, thus very similar to that described for La Cantera prospect in Section 7.6: a potassic (calcic) core and an outer propylitic zone. Sericitic and intermediate argillic alteration assemblages are typically structurally controlled and can be observed overprinting the potassic and propylitic alteration.

Some alteration features particular to Middle Zone that are not observed at La Cantera are as follows:

In addition, veining at Middle Zone exhibits a distinct paragenetic sequence, for the most part observed in the following order:

The principal ore minerals associated with the Au-Cu porphyry mineralization at Middle Zone consist of chalcopyrite, pyrite, and, in very rare cases, bornite. Secondary copper minerals (chalcocite, cuprite, malachite and chrysocolla) do occur locally in the shallow portions at Middle Zone prospect; they represent supergene alteration of primary hypogene copper mineralization. Generally, gold mineralization greater than 0.3 g/t Au occurs with sulfides, but total sulfide content is normally less than 3% (with pyrite > chalcopyrite).

Unlike La Cantera, Middle Zone mineralization falls into two distinct classes. The first is Au-rich, relatively Cu poor mineralization occurring in the X3 and X3 Breccia. It occurs at relatively shallow levels, primarily where the X3 unit drapes over the X1 Porphyry. In Figure 7‑10, examples of this mineralization type are marked in ellipses labeled ‘A’. The second mineralization type is Cu-rich with variable Au, and predominates in the X1 Porphyry and X1 Breccia units. In Figure 7.10, examples of this type are shown in the ellipse labeled ‘B’. The deepest drilling in Middle Zone terminates in this second mineralization type.

Figure 7‑10 NE-SW Cross Section through Middle Zone, Showing Significant Intercepts. Labels A and B Refer to the Two Distinct Mineralization Types

Minor silver, lead, and zinc mineralization is associated with cross-cutting calcite ± quartz- sphalerite-galena veins (late in the paragenetic sequence, as listed in the previous section). These veins are more common in the pervasive argillic alteration zone peripheral to the deposit. They also occur in contact margins between early and late porphyries. In the latter case, sub- epithermal veins occur predominantly in fault zones.

The most sulfide-rich zones at Middle Zone are the pyrite-rich argillic assemblages, where it is thought the sulfide has replaced magnetite during overprinting of potassic alteration. Pyrite content can exceed 6%. However, this mineralization invariably contains less than 0.3 g/t Au and is not economically important.

The typical habits of mineralization can be summarized as follows:

As with La Cantera, the mineralized mineralogy at Middle Zone appears “clean” in that there are few minerals or elements that could negatively impact favorable response to standard metallurgical processes.

The La Garrucha prospect is a current exploration target for GoldMining at the La Mina Project. Routine surface mapping and sampling in 2011 indicated the presence of porphyritic intrusive rocks containing Au values up to 1.5 g/t Au in outcrop. Initial diamond drilling commenced in July 2011 with 6 drill holes (LME-1037, LME-1039, LME-1040, LME-1042, LME-1044 and LME-1047) completed. At the time drill holes were stopped before crossing the boundary of the adjacent AngloGold Ashanti Corporation license area to the east of the La Mina concession. The 2011 drilling indicated the presence of significant porphyry-style alteration and mineralization. A second drilling campaign of 4 drill holes (LME-1095, LME-1096, LME-1097 and LME-1098) in 2012 successfully intersected high-grade porphyry-style mineralization in hole LME-1096 and an intensely altered new (G4) porphyry, within the last 10-m of drill core averaging 1.09 g/t Au and 0.20% Cu.

Upon finalization of the acquisition of the AGAC license systematic soil sampling, surface mapping, and rock-channel sampling further defined the most prospective area of porphyry mineralization to guide diamond drilling. Diamond drilling at La Garrucha resumed in May 2013 and 7 holes were completed (LME-1100, LME-1101, LME-1102, LME-1103, LME-1104, LME-1105 and LME-1106).

In March 2022, an additional 5 holes were drilled (LME-1107, LME-1108, LME-1109, LME-1110 and LME-1111).

Porphyry-related alteration and mineralization at the La Garrucha prospect outcrops in some areas along stream beds and areas of steep topographic relief. Results from diamond drilling to date suggests that the elongate (330^o azimuth) core of the airborne magnetic anomaly outlines the surface projection of the area containing mineralized G2 and G4 porphyries. Porphyry-related alteration and mineralization has been traced from surface to a depth of 500 m over a width of some 200 m and is open at depth.

The porphyry complex at La Garrucha consists of at least 3 distinct porphyry events consisting of G1, G2 and G4 and their respective intrusive and contact breccias. The earliest porphyry, G1, intruded Combia Formation volcanic rocks. G1 event breccias occur near the volcanic contact and contains clasts of volcanic rock and G1 porphyry. Local zones of G1 auto breccia occur within the G1 porphyry. G2 porphyry intrudes the G1 and G1 breccias. G1 occurs as well crystallized porphyry, dykes, auto breccia and contact breccia with G1 porphyry. The G4 porphyry is believed to be the core of the porphyry complex at La Garrucha and hosts much of the Au-Cu mineralization. Similar to G2 porphyry, G4 breccias form within and along the margins of the G4 porphyry. Core logging suggests there is a late porphyry event represented by minor dikes of andesitic composition cutting the previous events The G4 porphyry have come in contact with the volcanic Combia rocks in the southeast part of the complex

La Garrucha appears thus far to be more structurally similar to La Cantera in that does not appear to be broken up by post-mineral cross faults like the Middle Zone. However, throughout the porphyry complex there are numerous steep angle fault zones often exhibiting clay gouge over several meters either side of the fault. Occasionally however the faults exhibit intensely crushed and fractured rock rather than gouge over several meters. Faults are frequently observed along lithologic contacts particularly between porphyries and breccia. No significant fault offsets are known to date.

Figure 7‑11 Surface Geology of Drill Holes at La Garrucha

Figure 7‑12 NE-SW La Garrucha Cross Section

Figure 7‑13 NE-SW La Garrucha Cross Section

Figure 7‑13 NE-SW La Garrucha Cross Section

The observed alteration at La Garrucha is typical of a gold-copper porphyry deposit, thus very similar to that described for La Cantera and Middle Zone prospects in Section 7.6.1: a calcic-potassic core, grading out to sodic-calcic, and an outer argillic zone. Magnetite alteration is ubiquitous throughout all of the porphyry phases and intensifies where porphyries or their breccias come in contact. Typically, the magnetite is destroyed and replaced by pyrite in sericitic alteration zones and argillized fault zones. Sericitic alteration in the form of quartz-sericite-pyrite (QSP) appears to be structurally controlled and is observed overprinting the potassic, sodic-calcic, and local areas of propylitic alteration. A particular type of late-stage quartz - sulphide +/-carbonate vein set, up to several cm wide, invariably is enveloped by varying widths of QSP alteration, typically over intervals less than one meter but can be over 10s of meters where numerous veins occur at regular intervals over a number of meters.

Typically, from the outer margin of G1 porphyry, we encounter weak to moderate argillic (clay) alteration overprinting an inner sodic-calcic alteration zone of actinolite-magnetite. More proximal to the later G2 porphyry, moderate to intense secondary biotite and biotite magnetite alteration prevails within G1 porphyry and breccia. Later alteration associated with emplacement of G4 comprises moderate potassic alteration in the form of biotite distal to G4, and potassium feldspar proximal to the G4 porphyry. Typically, where G2 is within several meters of G4 porphyry G2, porphyry is strongly potassium feldspar flooded, exhibited by an increase in the potassium feldspar in the groundmass and an increase in the quantity of potassium feldspar selvedges along fractures and quartz veins. Late-stage overprinting of both potassic and sodic-calcic alteration comprises local-to-pervasive weak propylitic alteration consisting of chlorite, epidote and calcium carbonate.

The G4 porphyry is intensely potassium feldspar-altered. To the naked eye, it is readily distinguished from G2 by its coarse crystalline texture and marked pink color, while G2 is typically darker and has a hiatal porphyritic texture. Where alteration is most intense G4 porphyry has almost no crystalline texture visible and is almost totally composed of massive potassium feldspar magnetite. Although this is not extensive, it is locally common in 10-30cm patches. Later sodic-calcic alteration (actinolite-magnetite) overprints the potassic alteration giving the porphyry a dark greenish-pink cast. Preliminary observations suggest these areas contain somewhat higher Au-Cu values.

In conjunction with wall-rock alteration the La Garrucha porphyries are cut by a variety of porphyry style veins in varying amounts. The veins are typically composed of various combinations of quartz, magnetite, magnetite-sulphide, quartz-magnetite, quartz-magnetite-sulphide, quartz-sulphide and quartz-carbonate-sulphide. Preliminary paragenesis of these veins based on observations from 13 drill holes is as follows:

The principal ore minerals associated with the Au-Cu porphyry mineralization at La Garrucha consist of chalcopyrite and lesser amounts of bornite and covellite. Secondary copper minerals (chalcocite, cuprite, malachite and chrysocolla) do occur locally in the shallow portions at La Garrucha but are rare and do not account for significant Au-Cu values volumetrically. Pyrite mineralization for the most part is low at La Garrucha except where secondary QSP alteration has overprinted magnetite. Typically, the total sulphide content of the gold-copper zone at La Garrucha is less than 2% whereas the magnetite content averages approximately 3-5%.

Chalcopyrite is much more common than bornite. Bornite typically occurs in trace amounts and usually indicates higher Au values. Chalcopyrite occurs as disseminations and in various veins types as disseminations, patches and ribbons. In a typical moderately-to-well mineralized zone at La Garrucha the chalcopyrite will rarely exceed 1 vol% and typically averages 0.3 to 0.4 vol%. Chalcopyrite in veins however can make up to 20% by volume but these veins are typically less than 1-2 mm wide.

For the most part the tenor of the Au-Cu mineralization at La Garrucha is reflected in the presence of quartz veins and hydrothermal magnetite. However, in some instances there is little difference in Au-Cu grades between rocks containing 5 vol% quartz veins and rocks containing 25 vol% quartz veins. For lithologies exhibiting identical alteration intensities the Au-Cu content will be low (typically less than 0.30 g/t Au) where quartz veins are absent.

Minor silver, lead, and zinc mineralization is associated with cross-cutting quartz-calcite-sphalerite-galena veins (late in the paragenetic sequence, as listed in the previous section). These veins are more common at La Garrucha than Middle Zone and La Cantera. At La Garrucha they are more common in G1 porphyry and breccia than G2 porphyry and breccia and much less common in the G4 porphyry and breccia.

The Limon complex measures approximately 800 m in diameter of a sub-circular shape in plan-view. The Limon porphyry complex partially encircles the Middle Zone to the north, west and south. Within the complex are two known mineralizing porphyry systems, the Middle Zone prospect and the El Limon prospect. Argillic and propylitic alternation assemblages occur high in the system at the El Limon prospect. A possible explosive diatreme at El Limon suggests that the El Limon prospect porphyry is situated high vertically in the porphyry system. This may account for why the El Limon prospect is weakly mineralized. It may well be that higher grades of gold and copper occur at depth where a possible potassic alteration zone occurs associated with an undiscovered porphyry stock.

Figure 7‑14 El Limon Prospect Geology

Alteration at the El Limon prospect is variable as at the other prospects. The L1 porphyry is for the most part, strongly overprinted by argillic alteration assemblages. Near its contact with the X3 porphyry it can exhibit weak-to-moderate biotite-magnetite alteration. Breccia clasts of L1 within the X3 porphyry typically exhibit moderate to strong relic biotite alteration. In the area of drill holes LMDDH-021 and -030, at considerable depth secondary potassium feldspar and magnetite and/or biotite are prevalent.

The L2 porphyry is moderately to strongly overprinted by propylitic assemblages with the development of considerable epidote-calcite patches and partial vein infill. Amphiboles are partially-to-completely replaced by a mix of epidote-calcite-magnetite. Where propylitic alteration is weak the original alteration of actinolite-magnetite prevails.

Secondary biotite alteration defines the L3 porphyry. The biotite is typically medium grained (1-2 mm length) euhedral, and evenly distributed throughout the porphyry.

Gold-copper mineralization at El Limon is sporadic and associated with the L2 porphyry event and the strong potassic alteration (potassium feldspar-magnetite and biotite-magnetite) event cutting the L1 porphyry at depth in drill holes LMDDH-021 and 030. Mineralization in the potassic zones of LMDDH-021 and 030 is comprised of chalcopyrite disseminations in weakly developed quartz and quartz-magnetite veins. Mineralization in the L2 porphyry and associated L2 breccia of small amounts of chalcopyrite within quartz veins, quartz-magnetite veins, magnetite veins and fine-grained disseminations in the porphyry. Unfortunately, the L2 porphyry is small in extent and the Au-Cu grades observed are even much lower than the grades of the Middle Zone, typically in the 0.20 g/t Au range with less than 0.10% Cu. As a result, further exploration of the El Limon prospect is of low priority.

The La Mina Property hosts copper-gold mineralization associated with sub-volcanic porphyry stocks intruding a late Miocene-age volcanic-sedimentary sequence of the Combia Formation. These rocks are related to an extensive magmatic arc that developed along the northern South American plate margin (the Chocó block margin).

Past and current exploration in and around the La Mina district has been aimed at Au-Cu porphyry, and/or epithermal Au styles of mineralization. In the specific cases of La Cantera Middle Zone, and La Garrucha the principal style of mineralization can be classified as Au-Cu porphyry.

Porphyry deposits are typically large low- or medium-grade deposits usually associated with a combination of gold, copper, plus other base metals. Porphyry deposits occur in a variety of tectonic settings; along the South American Andes Mountains they can be related to the roots of andesitic stratovolcanoes along subduction zones as well as continental-island arc settings. While some older examples of porphyries are known, most are associated with young, Tertiary-aged volcanic-igneous rocks. However, mineralization can extend into the surrounding sedimentary or volcanic host rocks.

Mineralization can occur in various styles and many combinations of disseminations, veins, stockwork, fractures, and breccias. As in the case of La Mina, multi-phase intrusions and inter-mineral phases are important factors in assessing porphyries, along with their wall-rock conditions, host rocks, structural conduits, and various chemical parameters (pH, water content, etc.).

A particular characteristic of porphyry deposits is the extent of their alteration halos as a result of abundant hydrothermal activity streaming from depth; these features in turn drive the applicable exploration methods for “vectoring” towards the center of this type of deposit. Therefore, geochemical surveys are a useful tool to map the large dispersion halos around the core porphyry center using stream sediments, soil sampling, or rock-chip sampling for the principal economic elements of interest or various pathfinder elements.

The dispersed nature of sulfide distribution is also conducive to the application of various geophysical methods, either ground-based or using fixed-wing or helicopter-borne instruments. Magnetics, Induced Polarization, and radiometric geophysical surveys can be successfully used to outline alteration dispersion patterns and have all been applied to varying degrees in exploring the La Mina Property.

Therefore, exploration at La Mina is focused on discovering porphyry-style mineralization using a wide set of exploration techniques for this style of deposit.

Since acquiring an option on the Property in mid-2010 and until 2016, Bellhaven advanced exploration by conducting detailed mapping and trenching at La Cantera and Middle Zone, mapping and channel sampling at La Garrucha, mapping, rock-chip sampling and trenching throughout the project area, various ground geophysical surveys, and re-logging and re-interpretation of drill core from previous drilling campaigns. Furthermore, two airborne magnetic surveys have been flown over the La Mina Project at no cost to Bellhaven. AngloGold Ashanti flew the first survey and Colombia Crest flew the second in 2011. Ground magnetic follow-up surveys of geologically favorable areas was completed in mid-2012 and an airborne ZTEM survey was flown over much of the La Mina and La Garrucha licenses in late 2012. All of these data have been incorporated into the geophysical evaluation. Through July 2016, Bellhaven had completed a total of 106 drill holes for a total of 36,694 m. This drilling is summarized in Table 9‑1. GoldMining has not conducted any additional exploration since acquiring Bellhaven in 2017.

Within the La Mina Project, there are a total of six zones of interest for copper-gold mineralization outlined in yellow in Figure 9.1. Three of these zones are at least partially drill tested and have combined geological, geochemical and geophysical attributes that suggest that they have potential to host economic gold-copper mineralization (La Cantera, Middle Zone, and La Garrucha). Another zone (El Limon) has been cut by 8 drill holes. Results of El Limon reported limited low-grade Au-Cu mineralization but not of the size and tenor to warrant additional exploration. Two other prospects (El Oso and Media Luna) exhibit amenable geophysical and geochemical characteristics (Figure 9‑1) and are also considered to be highly prospective.

Table 9‑1 Drilling Completed by Bellhaven at La Mina

Figure 9‑1 Exploration Targets at La Mina Project

Bellhaven’s drilling programs have been carried out by Kluane Colombia SA, a subsidiary of the Canadian drill contractor Kluane Drilling Ltd. and for a short period of time in 2012 by Andina de Perforaciones S.A. also based in Colombia.

Prior to initiating its drill programs in 2010, Bellhaven completed channel sampling in trenches at Middle Zone where two surface exposures returned results of 19 m grading 0.73 g/t Au and 24 m grading 0.74 g/t Au (0.4 g/t Au cut off) separated by a zone of 40 m of unsampled trench.

In early 2012, a ground-based survey was conducted over the entire eastern half of La Mina. This program consisted of approximately 114-line kilometers of magnetic surveying and was carried out by KTTM Geophysics Limited, an independent geophysical contractor based in Medellin, Colombia.

Principal observations from correlation of the 2010 ground geophysics with geochemistry and geological features were:

In summary, exploration of the La Mina Property has been carried out using a systematic combination of geology, geochemistry, and geophysics which has identified several anomalous zones of interest. To date four of these targets have been drilled: La Cantera, the Middle Zone, El Limon, and La Garrucha with 111 drill holes for 40,269 metres completed through to September 2022. The last drill program was conducted by GoldMining at La Garrucha in 2022.

Figure 9‑2 Magnetic Susceptibility Model at 100 m Depth. The Area of the Ground Magnetic Survey is shown in the Red Box in Figure 6.1

Drilling programs by AngloGold Ashanti (2005) and Bellhaven in (2010- 2013) used HQ, HTW, NTW and BTW core, depending on the drill-hole depth, drill-hole inclination, drill machine availability and ground conditions. The author’s observations at site and review of core logs and assay certificates indicates that the core sampling has been carried out in a professional manner and that there are no biases in recovery or sampling error evident.

Core samples are collected on a nominal 2-m interval, except where occasional structures, core recovery, or lithological breaks are needed. Bellhaven completed a program of re-logging the early AGA holes. Re-logging of its own holes is ongoing as the current geological understanding evolves to acquire a more complete and accurate understanding of the geological lithologies and mineralization controls. Bellhaven’s logging procedure is thorough and includes recording of the following information:

A separate geotechnical log records fracture frequency, core recovery, Rock Quality Designation (RQD), and descriptions of fracture types and characteristics. A magnetic susceptibility meter has been in use throughout much of the program; the drill-core technicians collect a nominal three magnetic susceptibility readings per sample interval. The average value is recorded on the log form.

Beginning with drill hole LMDDH-019, core densities are determined approximately every 30 meters using a standard weight in air/weight in water technique. These readings are recorded on a separate log sheet and are entered into the database.

Core is photographed (2 boxes/photograph) in the condition that it is received from the drill site and then it is photographed again after the core has been logged, marked for sampling and cut.

A total of 111 diamond core holes totaling 40,244 m have been drilled on the La Mina Project.

The La Cantera deposit is intersected by a total of 26 diamond drill holes, the first six of which were drilled previous to Bellhaven’s efforts. Table 10‑1below summarizes the drilling locations and depths. For the La Cantera area, a total of 8,327m have been drilled with an average of 320 m per hole. All drill hole collar locations are surveyed by GPS and identified with well-defined monuments (Figure 10‑1). A summary of significant intercepts in drilling completed at La Cantera by Bellhaven (2010 through February 2012) is included in Table 10‑2.

All drilling on the project by Bellhaven and previous owners has been done with man-portable, diamond drill-core machines. Drill-hole locations are initially located in the field with a hand-held GPS unit or a total station theodolite. Bellhaven’s full-time survey crew surveyed the coordinates of the final drill-hole collars using a total-station theodolite.

At the Middle Zone and La Cantera prospects drill holes have been drilled at azimuths of N45E, N45W and NS with inclinations of -55 to -90 degrees. In the case of La Cantera drilling was completed on a wide-spaced scissor pattern (50- to 100-m spacing) providing complete 3-dimensional coverage of the extent of mineralization that extends to a vertical depth of some 250-500 m (around the low-grade central core); see Figure 7‑4and Figure 7‑5 in Section 7.

At La Cantera drill holes were drilled at azimuths of E-W (90^o), W-E (270^o), N45E and S45W with inclinations of -50 to -78 degrees. Core recovery observed has been very good, in excess of 90%, except in some discrete fault-gouge zones of a few meters in length (core length).

In the case of La Cantera, the drilling programs confirmed the ellipsoidal outline of the porphyry complex on surface (coincident with the magnetic signature), its steep vertical attitude, and the occurrence of mineralized porphyry and breccia zones draped around a central low-grade core.

Figure 10‑1 La Mina Drill Collar Monuments

Table 10‑1 La Cantera Drilling - All Holes

Table 10‑2 La Cantera Deposit Significant Intercepts Through February 2012