Exhibit 99.14

Suite 2400, 1055 West Georgia Street.

Vancouver, B.C. V6E 3P3

March 31, 2025

GUNNISON COPPER CORP.

ANNUAL INFORMATION FORM

TABLE OF CONTENTS

ANNUAL INFORMATION FORM

GUNNISON COPPER CORP.

(formerly Excelsior Mining Corp.)

PRELIMINARY NOTES

Effective Date of Information

The information contained in Gunnison Copper Corp.’s annual information form (“AIF” or “Annual Information Form”) is presented as of December 31, 2024 unless otherwise stated herein. Unless the context otherwise requires, all references to the “Company”, “we” or “us” shall mean Gunnison Copper Corp., together with its subsidiaries.

Currency

Unless specified otherwise, all references in the AIF to “dollars”, “$” or to “US$” are to United States of America dollars and all references to “Canadian dollars” or to “Cdn$” are to Canadian dollars.

Metric Equivalents

For ease of reference, the following factors for converting metric measurements into imperial equivalents are provided:

Special Note Regarding Forward-Looking Information

This AIF and the documents incorporated by reference herein, contain “forward-looking information” and “forward looking statements” within the meaning of applicable Canadian and United States securities legislation (collectively herein referred to as “forward-looking statements”), including the “safe harbour” provisions of provincial securities legislation and the U.S. Private Securities Litigation Reform Act of 1995, Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 27A of the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”). Forward-looking statements may include, but are not limited to, information with respect to:

Wherever possible, words such as “plans”, “expects”, “projects”, “assumes”, “budgeted”, “strategy”, “scheduled”, “estimates”, “forecasts”, “anticipates”, “believes”, “intends” “modeled” and similar expressions or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, or the negative forms of any of these terms and similar expressions, have been used to identify forward-looking statements. Statements concerning mineral resource estimates may also be deemed to constitute forward-looking statements to the extent that they involve estimates of the mineralization that will be encountered if the property is developed. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance are not statements of historical fact and may be forward-looking statements. Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation, the following risks and uncertainties referred to under the heading “Risk Factors” in this AIF.

This list is not exhaustive of the factors that may affect any of our forward-looking statements. Although we have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Forward-looking statements involve statements about the future and are inherently uncertain, and our actual achievements or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including, without limitation, those referred to in this AIF under the heading “Risk Factors” and elsewhere in this AIF and the documents incorporated by reference. Our forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made. In connection with the forward-looking statements contained in this AIF and the documents incorporated, or deemed to be incorporated, by reference, we have made certain assumptions about our business, including about our planned exploration, development and production activities; the accuracy of our mineral resource estimates; capital and operating cost estimates; production and processing estimates; the results, costs and timing of future exploration and drilling; timelines and similar statements relating to the economic viability of the Gunnison Project; timing and receipt of approvals, consents and permits under applicable legislation; and the adequacy of our financial resources. We have also assumed that no significant events will occur outside of our normal course of business. Although we believe that the assumptions inherent in the forward-looking statements are reasonable as of the date of this AIF, forward-looking statements are not guarantees of future performance and, accordingly, undue reliance should not be put on such statements due to the inherent uncertainty therein. For the reasons set forth above, prospective investors should not place undue reliance on forward-looking statements. Except as required by applicable securities laws, the Company does not undertake any obligation to publicly update or revise any forward-looking information.

Cautionary Note to U.S. Investors

Technical disclosure regarding our properties included in this AIF and in the documents incorporated herein by reference has not been prepared in accordance with the requirements of U.S. securities laws. Without limiting the foregoing, such technical disclosure uses terms that comply with reporting standards in Canada and certain estimates are made in accordance with National Instrument 43-101 — Standards of Disclosure for Mineral Projects (“NI 43-101”). NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. Unless otherwise indicated, all mineral reserve and mineral resource estimates contained in the technical disclosure have been prepared in accordance with NI 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum Definition Standards on Mineral Resources and Reserves (“CIM Definition Standards”).

Canadian standards, including NI 43-101, differ significantly from the historical requirements of the Securities and Exchange Commission (the “SEC”), and mineral reserve and resource information contained or incorporated by reference in this AIF may not be comparable to similar information disclosed by U.S. companies.

Mining disclosure under U.S. securities law was previously required to comply with item 102 of Regulation S-K under the U.S. Securities Act and the Securities Exchange Act of 1934, as amended and SEC Industry Guide 7 (“SEC Industry Guide 7”). The SEC has adopted rules to replace SEC Industry Guide 7 with new mining disclosure rules under sub-part 1300 of Regulation S-K of the U.S. Securities Act (the “SEC Modernization Rules”) which became mandatory for U.S. reporting companies beginning with the first fiscal year commencing on or after January 1, 2021. Under the SEC Modernization Rules, the definitions of “proven mineral reserves” and “probable mineral reserves” have been amended to be substantially similar to the corresponding CIM Definition Standards and the SEC has added definitions to recognize “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources” which are also substantially similar to the corresponding CIM Definition Standards; however, there are still differences in the definitions and standards under the SEC Modernization Rules and the CIM Definition Standards. As a foreign private issuer, the Company is permitted to continue to comply with NI 43-101 disclosure rules. Therefore, the Company’s mineral resources and reserves as determined in accordance with NI 43-101 may be significantly different than if they had been determined in accordance with the SEC Modernization Rules.

NOTICE PURSUANT TO TREASURY DEPARTMENT CIRCULAR 230: NOTHING CONTAINED IN THIS AIF CONCERNING ANY U.S. FEDERAL TAX ISSUE IS INTENDED OR WRITTEN TO BE USED, AND IT CANNOT BE USED, BY A HOLDER, FOR THE PURPOSE OF AVOIDING U.S. FEDERAL TAX PENALTIES UNDER THE CODE (AS DEFINED BELOW). THIS SUMMARY WAS WRITTEN TO SUPPORT MATTERS ADDRESSED BY THIS DOCUMENT. EACH HOLDER SHOULD SEEK U.S. FEDERAL TAX ADVICE, BASED ON SUCH HOLDER’S PARTICULAR CIRCUMSTANCES, FROM AN INDEPENDENT TAX ADVISOR.

GLOSSARY

In the AIF, unless otherwise defined or unless there is something in the subject matter or context inconsistent therewith, the following terms have the meanings set forth herein or therein:

“ADWR” means Arizona Department of Water Resources;

“AIF” or “Annual Information Form” means this annual information form and any appendices, schedules or attachments hereto;

“AzTech” means AzTech Minerals, Inc., an Arizona corporation, which was merged with and into Gunnison Arizona;

“BCBCA” means the Business Corporations Act (British Columbia), C-57, as amended;

“Business Day” means any day on which commercial banks are generally open for business other than a Saturday, Sunday or a day observed as a holiday (i) in Vancouver under the laws of British Columbia, (ii) in Toronto under the laws of Ontario, or (iii) under the federal laws of Canada;

“Code” means the U.S. Internal Revenue Code of 1986, as amended;

“Common Share” means the common (voting) shares in the capital of Gunnison;

“Company” means, collectively, Gunnison, Gunnison Arizona and Gunnison Holdings;

“Control Person” means any Person that holds or is one of a combination of Persons that holds a sufficient number of any of the securities of an issuer so as to affect materially the control of that issuer, or that holds more than 20% of the outstanding voting securities of an issuer except where there is evidence showing that the holder of those securities does not materially affect the control of the issuer;

“Definitive Agreement” means the agreement and plan of merger dated as of August 19, 2010 among Gunnison, Gunnison Arizona and AzTech, as amended from time to time;

“EPA” means the United States Environmental Protection Agency;

“Greenstone” means Greenstone Gunnison Holdings L.P., an affiliate of Greenstone Resources;

“Greenstone II” means Greenstone Resources II L.P., an affiliate of Greenstone Resources;

“Greenstone IR Agreement” means the Investor Rights Agreement dated August 13, 2014 between Greenstone and Gunnison, as amended by the Amending Agreement to the Greenstone IR Agreement dated January 19, 2018 between the Company, Greenstone and Greenstone No. 2; further amended by the Second Amending Agreement to the Greenstone IR Agreement, dated December 5, 2018 between the Company, Greenstone, Greenstone II, Greenstone No. 1 and Greenstone No. 2; and further amended by the Third Amending Agreement to the Greenstone IR Agreement, dated December 5, 2018 between the Company, Greenstone, Greenstone II, Greenstone No. 1, Greenstone No. 2 and Greenstone Resources;

“Greenstone No. 1” means Greenstone Co-Investment No. 1 (Gunnison) L.P. an affiliate of Greenstone Resources;

“Greenstone No. 2” means Greenstone Co-Investment No. 2 (Gunnison) L.P. an affiliate of Greenstone Resources;

“Greenstone Resources” means Greenstone Resources L.P.;

“Gunnison” or “GCC” means Gunnison Copper Corp. (formerly Excelsior Mining Corp.), a corporation incorporated under the laws of the Province of British Columbia;

“Gunnison Arizona” means Excelsior Mining Arizona, Inc. dba Gunnison Copper, a company incorporated under the laws of Arizona, and which is a wholly-owned subsidiary of Gunnison;

“Gunnison JCM” means Gunnison Mining JCM, Inc., a company incorporated under the laws of Arizona, and which was a wholly-owned subsidiary of Gunnison prior to its merger with Gunnison Arizona;

“Gunnison Holdings” means Excelsior Mining Holdings, Inc., a company incorporated under the laws of Arizona, and which is a wholly-owned subsidiary of Gunnison;

“Gunnison Project” means the Gunnison Copper Project consisting of unpatented mining claims, private land, exploration permits, mineral leases and direct ownership of mineral rights in an area that encompasses approximately 10 square miles, located in Cochise County, Arizona, approximately 62 miles east of Tucson, Arizona in the Johnson Camp mining district;

“Gunnison Technical Report” means the technical report entitled “Gunnison Project, NI 43-101 Technical Report, Preliminary Economic Assessment, Cochise County, Arizona” dated effective November 1, 2024 prepared by John Woodson, P.E., SME-RM, Jeffery Bickel, C.P.G., Abyl Sydykov, Ph.D., P.E., Dr. Terence P. McNulty, P.E., D.Sc., R. Douglas Bartlett, C.P.G., Jacob Richey, P.E. and Thomas M. Ryan, P.E.;

“IRS” means the United States Internal Revenue Service;

“JCM” or “Johnson Camp” means the Johnson Camp Copper mine located immediately adjacent to the Gunnison Project;

“JCM Purchase Agreement” means the asset purchase agreement dated October 7, 2015 between Christopher G. Linscott (as court appointed receiver for the assets of Nord) and Gunnison JCM pursuant to which Gunnison JCM acquires all of the assets of Nord as they relate to the JCM for total consideration of US$8.4 million;

“JCM Technical Report” means the technical report entitled “Johnson Camp Mine NI 43-101 Technical Report”, dated effective March 12, 2025 prepared by prepared by John Woodson, PE, SME-RM, Jeffrey Bickel, CPG, Abyl Sydykov, PhD, PE, Dr. Terence P. McNulty, PE, DSc, R. Douglas Bartlett, CPG, Jacob Richey, PE and Thomas M. Ryan, PE.

“Leverage Ratio Grace Period” has the meaning given to such term in “Risk Factors”; “Nebari” means Nebari Natural Resources Credit Fund I, LP;

“Nebari Credit Agreement” means the credit agreement dated October 31, 2019, as amended, between Gunnison, Gunnison Arizona and Nebari pursuant to pursuant to which Nebari has provided the Nebari Credit Facility;

“Nebari Credit Facility” means the US$15 million credit facility provided by Nebari to Gunnison and Gunnison Arizona pursuant to the Nebari Credit Agreement;

“Non-U.S. Holder” means any beneficial owner of Common Shares that is neither a U.S. Holder nor a partnership (including an entity treated as a partnership for U.S. federal income tax purposes).

“Non-Voting Shares” means the non-voting shares of Gunnison;

“Nord” means Nord Resources Corporation;

“North Star Deposit” means the North Star Deposit of the Gunnison Project as identified on Figure 1-1 in this AIF;

“Nuton” means Nuton Technologies, LLC;

“Person” or “person” means a company or individual;

“South Star Deposit” means the South Star Deposit of the Gunnison Project as identified on Figure 1-1 in this AIF;

“Stream Agreement” means the copper purchase and sale agreement (the “Stream Agreement”) dated October 30, 2018, as amended, between Triple Flag, Gunnison, Gunnison Arizona and Gunnison JCM pursuant to which Triple Flag has provided a deposit of US$65 million for the future purchase of refined copper from Gunnison Arizona;

“S&H or S&H Project” means the Strong and Harris copper-silver-zinc project located in Cochise County, Arizona as further described in the S&H PEA Technical Report;

“S&H PEA Technical Report” means the technical report entitled “Estimated Minerals Resources and Preliminary Economic Analysis, Strong and Harris Copper-Silver-Zinc Project, Cochise County, Arizona” dated effective September 9, 2021 prepared by Jeffery Bickel, C.P.G., Michael M. Gustin, C.P.G., Ph.D., Thomas L. Dyer, P.Eng. and Robert Bowell, Ph.D., C.Chem., C.Geol., FIMMM;

“Tax Act” means the Income Tax Act (Canada), as amended, including the regulations promulgated thereunder;

“Triple Flag” means Triple Flag International Ltd.;

“Trust” means the James L. Sullivan Trust dated November 24, 2004;

“TSX” or “Exchange” means the Toronto Stock Exchange;

“U.S.” or “United States” means the United States of America, any state thereof, and the District of Columbia;

“U.S. Holder” means a beneficial owner of Common Shares, that is, for U.S. federal income tax purposes:

(i) a citizen or individual resident of the United States; (ii) a corporation (or other entity taxable as a corporation) organized under the laws of the United States, any state thereof or the District of Columbia; (iii) an estate whose income is subject to U.S. federal income taxation regardless of its source; or (iv) a trust that (1) is subject to the primary supervision of a court within the U.S. and the control of one or more U.S. persons for all substantial decisions or (2) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person; and

Words importing the singular number, where the context requires, include the plural and vice versa and words importing any gender include all genders.

ABBREVIATIONS

In the AIF, unless otherwise defined or unless there is something in the subject matter or context inconsistent therewith, the following abbreviations have the meanings set forth herein or therein:

CORPORATE STRUCTURE

Name, Address and Incorporation

Gunnison was incorporated under the name “Excelsior Mining Corp.” pursuant to the provisions of the BCBCA on June 9, 2005 with an authorized capital of an unlimited number of Common Shares without par value.

On October 14, 2010, a special resolution of shareholders was passed to create a new class of shares, the Non-Voting Shares. Also on October 14, 2010, Gunnison effected consolidation of its Common Shares on the basis of three pre-consolidation Common Shares for one post-consolidation Common Share. Effective November 11, 2024, Gunnison changed its name from Excelsior Mining Corp. to Gunnison Copper Corp. Presently, the authorized share capital of Gunnison consists of an unlimited number of Common Shares, without nominal or par value, and an unlimited number of Non-Voting Shares, without nominal or par value. The Non-Voting Shares are convertible into Common Shares on the basis of one Non-Voting Common Share for one Common Share at the election of the holder of such Non-Voting Common Shares. All Common Share numbers reported in this AIF are reported on a post-consolidation basis with a corresponding adjustment to Common Share price if applicable.

The Common Shares are listed on the TSX under the trading symbol “GCU” and trade on OTCQB under the symbol “GCUMF” and on the Frankfurt Exchange under the symbol “3XS”. Gunnison’s head office is located at Concord Place, 2999 N. 44th St, Suite 300, Phoenix, AZ, USA 85018 and its registered and records office is located at Suite 2400, 1055 West Georgia Street, Vancouver, British Columbia, V6E 3P3, Canada.

Inter-corporate Relationships

As set out in the corporate structure chart below, Gunnison has two wholly-owned subsidiaries, Gunnison Arizona and Gunnison Mining Holdings, Inc., both incorporated under the laws of Arizona.

DESCRIPTION AND GENERAL DEVELOPMENT OF THE BUSINESS

Three Year History

The principal business of Gunnison is the acquisition, exploration and development of copper mineral properties in Arizona. Significant business, operations and management developments for Gunnison over the three most recently completed fiscal years have been as follows:

Year Ended December 31, 2022 Developments

Operations Update

On January 11, 2022, Gunnison announced that 2 diamond drills had been mobilized to the JCM for infill drilling of the Burro and Copper Chief open pits, as well as drilling of the geophysical anomalies at the S&H and Peabody Sill deposits. Godbe Drilling LLC. from Colorado was retained to conduct the drilling. The plan was to first drill the JCM deposit infill and metallurgical holes. The drill rigs were then to be moved to S&H and Peabody Sill for exploration drilling and finally for the infill and metallurgical drilling there.

On March 30, 2022, Gunnison announced the results of its Prefeasibility Study Update (the “2022 Gunnison PFS”) on the North Star Deposit of the Gunnison Copper Project and Preliminary Economic Assessment (the “2022 JCM PEA”) on the Johnson Camp Mine Heap Leach, both located in Cochise County, southeastern Arizona. The Gunnison Project was originally designed as a copper in-situ recovery mine using solvent extraction-electrowinning. Subsequently the 2022 Gunnison PFS was replaced and superseded by the Gunnison Technical Report and 2022 JCM PEA was replaced and superseded by the results of the JCM Technical Report.

On April 11, 2022, Gunnison announced assay results from the infill drill program on the Johnson Camp mine pits (JCM) located in Cochise County, southeastern Arizona. The improved results at the north end of the pit, including the high average leaching potential, should allow the Company to develop a mine plan that targets the high-grade section to maximize cashflows at the start of operations.

On October 3, 2022, Gunnison announced the final assay results from the infill drill program on the Johnson Camp mine pits (JCM) located in Cochise County, southeastern Arizona.

Due to successful drilling in the NE corner of Burro pit, additional holes were added and assays reported. The improved results allowed the Company to develop a mine plan that focuses on this new, higher-grade, mineralized zone. Permitting of the new leach pad to restart operations was approved in January 2023.

The Johnson Camp Mine has historically been an open pit, heap leach operation since Cyprus Minerals opened the property in the 1970’s. The operation includes two open pits, a two-stage crushing-agglomerating circuit, a fully functioning SX-EW plant capable of producing 25 million pounds of cathode copper per year, a complete set of PLS and raffinate ponds, and full infrastructure (ancillary facilities, access, power, water, and communications).

Gunnison also announced that effective October 10, 2022, Mr. Danny Heatherson would be appointed as the Interim Chief Financial Officer of the Company.

Gunnison also provided an update on operations and future plans. Gunnison’s near-term focus is on the following:

On October 18, 2022, Gunnison announced the results of the Well Stimulation modelling for the Gunnison Copper Project, located in Cochise County, southeastern Arizona. Well stimulation has the potential to fundamentally change the performance of the wellfield, reduce the need for raffinate neutralization or change the design criteria for the neutralization plant.

Well stimulation is primarily intended to inflate (open-up) the pre-existing mineralized facture network in the wellfield to help gas bubbles (CO2) escape. It can enlarge pre-existing channels and flow paths, increase pore space and make it possible for the solution to move more readily from injection to recovery well. Doing so would improve connectivity between these wells, improve flow rates and copper production. To this end Gunnison commissioned a leading engineering and environmental consulting firm to undertake well stimulation modelling on a selection of wells within the current wellfield. The model showed that well stimulation successfully inflated pre-existing fractures over significant volumes around the central well within the 5-spot pattern.

Passing of Director, Mr. Jim Kolbe

On December 5, 2022, Gunnison announced the passing of Mr. Jim Kolbe who had served as a director of Gunnison for over 10 years.

Year Ended December 31, 2023 Developments

Operations Update

On January 16, 2023, Gunnison announced that it had entered into a Collaboration Agreement with Nuton, a Rio Tinto venture, to evaluate the use of its Nuton™ copper heap leaching technologies at Gunnison’s Johnson Camp mine in Cochise County, Arizona.

On January 23, 2023, Gunnison announced that it had received approval from Arizona Department of Environmental Quality (ADEQ) for a new leach pad at the JCM facility. The Aquifer Protection Permit (APP) for Johnson Camp has been amended to include the construction and operation of a heap leach pad to produce copper from the legacy open pits at JCM.

On February 22, 2023, Gunnison announced the results of its Updated Preliminary Economic Assessment (“PEA”) on the Johnson Camp Mine Heap Leach, located in Cochise County, southeastern Arizona. The PEA considers the results of the drill program completed in 2022 and the implementation of sulfide leaching technology to improve recoveries. The Johnson Camp PEA was subsequently superseded and replaced by the JCM Technical Report.

On April 24, 2023, the Company announced that the EPA had issued an amendment to the Class III Underground Injection Control (“UIC”) Area Permit, that will allow for well stimulation to occur at the Gunnison Project. The permit amendment subsequently became fully effective on May 26, 2023. Well stimulation has the potential to fundamentally change the performance of the wellfield, and eliminate or reduce the need for the raffinate neutralization plant. The final regulatory approval step is the submission and approval by the EPA of well stimulation work plans. Gunnison received approval for a well stimulation work plan from the EPA in December 2023 and therefore has all regulatory approvals required to proceed with well stimulation trials. However, as disclosed below, at the present time Gunnison is focused on developing an open pit mining operation at the Gunnison Project.

Extension of Nebari Credit Facility

On January 30, 2023, Gunnison announced that it and its wholly-owned Gunnison Arizona had agreed with Nebari to extend the maturity date of the Nebari Credit Agreement.

The Company, Gunnison Arizona and Nebari have entered into a Second Amendment to the Nebari Credit Agreement (the “Second Amended ARCA”). The Second Amended ARCA provides for the extension of the maturity date of the existing US$15 million credit facility to March 31, 2025 (the “Extension”) and reduces the minimum cash balance requirement to US$2.5 million.

The Extension was subject to certain conditions including completion of a debenture offering by February 17, 2023 and conclusion of certain agreements with Triple Flag. All conditions to the extension were satisfied in February, 2023, including an amendment to the Stream Agreement to extend the Leverage Ratio Grace Period to March 31, 2025.

As consideration for the Second Amended ARCA the Company was required to issue common shares of the Company to nominees of Nebari in a number equal to US$450,000, converted to Canadian dollars at an exchange rate equal to the average market rate posted by the Bank of Canada for the 5 days preceding the issuance, divided by the lower of (i) the conversion price of the January 2023 Debenture Offering (defined below) and (ii) the volume weighted adjusted price of the Common Shares for the 5 trading days immediately preceding the issuance. In addition, commencing January 31, 2024 the Company was to begin amortizing US$5 million of the principal amount of the facility in monthly instalments of US$333,333.

On February 9, 2023, Gunnison announced that in connection with the Second Amended ARCA, it had issued 2,368,421 Common Shares to nominees of Nebari.

On February 22, 2023 the Company and Triple Flag entered into an amendment to the Stream Agreement to extend the leverage ratio grace period to March 31, 2025 to match the extended term of the Nebari credit facility.

Debenture Financing

On January 30, 2023, Gunnison announced that it had entered into agreements for a US$3 million private placement of unsecured convertible debentures (the “January 2023 Debenture Offering”).

Pursuant to the Debenture Offering, investors subscribed for a total of US$3 million principal amount of convertible debentures (the “January 2023 Debentures”). The terms of the January 2023 Debentures included:

On February 9, 2023, Gunnison announced the closing of the January 2023 Debenture Offering.

Retirement of Director, Lord Robin Renwick

On March 31, 2023, Gunnison announced the retirement from the Board of Lord Robin Renwick who had served as a director of Gunnison since 2014.

Nuton Option Agreement

On July 31, 2023, Gunnison announced that it had entered into an option agreement (the “Nuton Option Agreement”) with Nuton to further evaluate the use of its Nuton™ copper heap leaching technologies (the “Nuton™ Technologies”) at Gunnison’s Johnson Camp mine in Cochise County, Arizona. Under the Nuton Option Agreement, Gunnison remains the operator and Nuton funds Gunnison’s costs associated with a two-stage work program at Johnson Camp. Nuton provided a US$3 million pre-payment to Gunnison for Stage 1 costs and a payment of US$2 million for an exclusive option to form a joint venture with Gunnison over the Johnson Camp Mine after the completion of Stage 2.

Under the terms of the Nuton Option Agreement, the Stage 1 work program involved Gunnison completing diamond drilling, permitting activities, detailed engineering, and project execution planning. Nuton completed mineralogy, predictive modelling, engineering and other test work. Based on the results of the Stage 1 work program, Nuton had the option to proceed to Stage 2 (which was subsequently exercised).

The Nuton Option Agreement required that if Nuton proceeds to Stage 2, it will make a US$5 million payment to Gunnison for the use of existing infrastructure at the Johnson Camp mine for the Stage 2 work program. Nuton will also be responsible for funding all of Gunnison’s costs associated with Stage 2. The full Stage 2 work program is anticipated to take up to five years but will proceed based on milestones related to engineering and mobilization, infrastructure and construction, mining, leaching, copper production and post-leach rinsing. Mining is expected to commence in year one. The completion of all milestones would result in full scale commercial production over several years at Johnson Camp utilizing Nuton^TM Technologies. Revenue from operations will first be used to pay back Stage 2 costs to Nuton and will then be credited to Gunnison’s account.

After the completion of Stage 2, Nuton will have the right to form a joint venture on Johnson Camp per mutually agreeable terms whereby Nuton will hold an initial 49% and Gunnison an initial 51%. The purpose of the joint venture is to continue the development of the Johnson Camp Mine using Nuton^TM Technologies. Should Nuton not exercise their joint venture rights, Nuton and Gunnison will discuss in good faith Gunnison’s continued use of the Nuton™ Technologies at the Johnson Camp Mine subject to certain licensing terms and conditions. The infrastructure arrangement at Johnson Camp under this Agreement are non-exclusive. During Stages 1 and 2, Gunnison may continue to use the Johnson Camp infrastructure for processing Gunnison solutions and other copper sources not related to the Stage 2 work program so long as capacity requirements for the Stage 2 work program are met.

JCM Drilling

On August 16, 2023, Gunnison announced that it had commenced drilling at JCM with, to further evaluate the use of its Nuton™ Technologies at JCM. The program consisted of drilling 6,000 feet of PQ core for the purposes of further metallurgical evaluation. The samples from this program were processed for mineralogy and tested using the Nuton™ process. The program was funded by Nuton pursuant to the Nuton Option Agreement.

Further Extension of Nebari Credit Facility

On November 30, 2023, Gunnison announced that it and its wholly-owned Gunnison Arizona had agreed with Nebari to extend the maturity date of its existing US$15 million credit facility to June 30, 2026 (see “Description and General Development of the Business – Three Year History – Year Ended December 31, 2023 – Extension of Nebari Credit Facility”).

The Company, Gunnison Arizona and Nebari entered into a Third Amendment to the Nebari Credit Agreement (the “Third Amended ARCA”). The Third Amended ARCA provides for the extension of the maturity date of the existing US$15 million credit facility to June 30, 2026 (the “Extension”). Nebari has also agreed to reduce the interest rate (the “Rate Reduction”) to 10.5% plus a rate supplement (the “Rate Supplement”) equal to the greater of (i) the forward-looking secured overnight financing rate (administered by CME Group Benchmark Administration Limited or a successor administrator) for a tenor of 3 months and (ii) 1.50%.

As consideration for the Third Amended ARCA as it relates to the Extension and Rate Reduction, the Company is required to issue Common Shares to nominees of Nebari in a number equal to US$1,050,224, converted to Canadian dollars at an exchange rate equal to the average market rate posted by the Bank of Canada for the 5 days preceding the issuance, divided by C$0.155 (US$0.11405). This amount includes a cash extension bonus plus an amount equal to the total additional amount of interest that would have been payable to the maturity date of the credit facility prior to the Rate Reduction.

In addition the early amortization of the credit facility has been extended such that the Company will begin amortizing the principal amount of the facility (and pro-rata repayment bonus (the “Repayment Bonus”) amount that already exists under the credit facility) in monthly instalments payable on the last day of each month of (i) commencing June 2024 to and including December 2024, seven equal monthly installments of US$206,000.00; (ii) commencing January 2025 to and including December 2025, twelve equal monthly installments of US$257,500.00; and (iii) commencing January 2026 to June 2026, six equal monthly installments of US $309,000.00.

On December 14, 2023, Gunnison announced that in connection with the Third Amended ARCA, it has issued 9,208,093 Common Shares to nominees of Nebari.

Financing

On November 30, 2023, Gunnison announced that in order to satisfy the condition to complete the Financing under the Third Amended ARCA, the Company has agreed to a transaction with Triple Flag USA Royalties Ltd (“Triple Flag Royalties”) and Greenstone on the following terms: (i) Greenstone shall sell 1.5% of its total 3% gross revenue royalty on the Johnson Camp Mine to Triple Flag Royalties for consideration of US$5.5 million in cash (the “Royalty Sale”); and (ii) Greenstone will concurrently complete a US$5.5 million financing with the Company that consists of US$3.1 million in Common Shares (the “2023 Share Offering”) and $2.4 million principal amount of convertible debentures (the “December 2023 Debenture Offering”).

In order to facilitate these transactions, Greenstone first transferred the 1.5% gross revenue royalty on the Johnson Camp Mine to Gunnison for the proceeds of the 2023 Share Offering and December 2023 Debenture Offering, and then Gunnison re-sold the royalty to Triple Flag Royalties for US$5.5 million in cash.

Pursuant to the 2023 Share Offering, the Company issued Greenstone a total of 27,180,000 Common Shares at a price of US$0.11405 (C$0.155) per Common Share for aggregate gross proceeds of $3.1 million.

Pursuant to the December 2023 Debenture Offering, Greenstone will subscribe for a total of US$2.4 million principal amount of convertible debentures (the “December 2023 Debentures”). The terms of the December 2023 Debentures include:

The Company used the proceeds of the Share Offering and Debenture Offering for project development expenses and working capital.

On December 14, 2023, Gunnison announced the closing of the 2023 Share Offering and December 2023 Debenture Offering. Greenstone Resources and its affiliated entities, including Greenstone, previously held 116,028,937 Common Shares. Greenstone Resources also owns and controls 1,250,000 options to acquire Common Shares and a convertible debenture with principal amount of $1.5 million that is convertible into 7,894,736 Common Shares. As a result of the closing of the 2023 Share Offering and December 2023 Debenture Offering and conversion of the debentures held by Greenstone Resource and Greenstone (assuming conversion of all interest payments on the maturity date, using a conversion price of US$0.11405 and a SOFR rate of 5.3307%), Greenstone Resources and Greenstone would acquire ownership and control over an additional 57,383,369 Common Shares. As a result, together with the Common Shares currently owned and controlled by Greenstone Resources and its affiliated entities, including Greenstone, Greenstone Resources and its affiliated entities would hold a total of 173,412,306 Common Shares (assuming conversion of only the debentures held by Greenstone and assuming the conversion of all interest to maturity at US$0.11405).

On December 14, 2023 the Company and Triple Flag entered into a further amendment to the Stream Agreement to extend the leverage ratio grace period to September 30, 2026 to match the extended term of the Nebari credit facility. The holders of the January 2023 Debentures also agreed to extend the January 2023 Debenture Maturity Date to September 30, 2026.

Year Ended December 31, 2024 Developments

Nuton Option Agreement Update

On May 15, 2024, the Company announced that Nuton had elected to proceed to Stage 2 of the existing Nuton Option Agreement “Description and General Development of the Business – Three Year History – Year Ended December 31, 2023 – Nuton Option Agreement”). The purpose of the Nuton Option Agreement is for Nuton to evaluate the use of its Nuton™ copper heap leaching technologies at Gunnison’s Johnson Camp mine in Cochise County, Arizona. As Nuton elected to proceed to Stage 2, Nuton, Gunnison and Gunnison Arizona entered into the Nuton Technology Demonstration Agreement dated June 17, 2024 (the “Nuton Demonstration Agreement”). The Nuton Demonstration Agreement operates in conjunction with the Nuton Option Agreement and provides the framework for the Stage 2 work program at Johnson Camp. Under the Option Agreement and Nuton Demonstration Agreement, Gunnison remains the operator and Nuton funds Gunnison’s costs associated with a two-stage work program at Johnson Camp.

As Nuton has elected to proceed to Stage 2, it made a US$5 million payment to Gunnison for the use of existing infrastructure at the Johnson Camp mine for the Stage 2 work program. Nuton will also be responsible for funding all of Gunnison’s costs associated with Stage 2. The full Stage 2 work program is anticipated to take up to five years, and, if successful, will demonstrate key elements of the Nuton technologies at industrial scale. It will proceed based on milestones related to engineering and mobilization, infrastructure and construction, mining, leaching, copper production and post-leach rinsing. Mining is expected to commence in year one with first Nuton copper produced in 2025.

The completion of all milestones would result in full scale commercial production of Nuton copper over several years at Johnson Camp. Revenue from operations will first be used to pay back Stage 2 costs to Nuton and will then be credited to Gunnison’s account after fulfillment of Gunnison’s applicable royalty and stream obligations.

Appointment of Craig Hallworth as Chief Financial Officer

On August 1, 2024, the Company announced the appointment of Craig Hallworth as Chief Financial Officer and Senior Vice President of the Company, such appointment being effective September 3, 2024.

Litigation Update

On October 29, 2024, the Company announced that the proceedings brought by MM Fund (as plaintiff) in British Columbia and Ontario have been dismissed with prejudice. The Company and the plaintiff agreed to dismiss the proceedings on a no cost basis (see “Legal Proceedings and Regulatory Actions”).

Name Change

On November 11, 2024, the Company completed a corporate name change to “Gunnison Copper Corp.”

Johnson Camp Update

On August 8, 2024, the Company provided an update on construction at the Johnson Camp Mine, announcing that construction of the leach pad had commenced. Gunnison has completed the bulk of the planning & engineering and has mobilized crews to start construction. M3 Engineering based in Tucson has been awarded the EPCM contract. Earthworks related to the construction of the new leach pad has commenced, including crushing of the over-liner material. Rango Inc. from Mesa was awarded the leach pad construction and overliner crushing contract and is ramping up efforts to achieve the Gunnison milestones.

On October 21, 2024, the Company announced that it had received all permits required to commence operations at the Johnson Camp Mine.

On December 16, 2024, the Company provided construction update on the Johnson Camp Mine, announcing that the mining fleet has been mobilized, and mining activities such as pre-stripping have begun.

Gunnison Project Update

On November 14, 2024, the Company announced the results of a Preliminary Economic Assessment (“Gunnison PEA”) on its 100%-owned Gunnison Project in the Cochise Mining District, Arizona. The Gunnison Project is presented as a conventional open pit and heap leach operation which will produce finished copper cathode for domestic U.S. consumption.

Gunnison has entered into an option agreement dated November 12, 2024 (the “Benson Option Agreement”) with certain local landowners providing the option (the “Benson Option”) for a period of six years to acquire a total of 3,906.57 acres of land (the “Option Land”). Portions of the Option Land will contain the proposed open pit and related infrastructure. The terms of the Benson Option Agreement require an initial payment of $1,000,000, and annual payments of $250,000 in years 2, 3, 4 and 5 of the Option. The final purchase price for exercise of the Option is based on the exercise date and is set forth in the table below:

The Gunnison Project was previously designed as a copper in-situ recovery (“ISR”) mine using solvent extraction-electrowinning (“SX-EW”) to produce copper cathode. The ISR operation commenced ramp-up to production in 2020; however, as previously disclosed, it had operational issues related to low flow rates, so the Company began evaluating alternatives and opportunities to fix the ramp-up challenges. Well stimulation (small scale, shallow level, hydraulic fracking), has the potential to fundamentally change the performance of the wellfield and fix many of the low productivity issues. The Company has obtained a permit for well stimulation and the next step would be to conduct field trials. If well stimulation is successful, it could provide an operation with superior economics to the open pit operation and be in copper production much quicker than an open pit. However, due to the technical risks of ISR and substantially improved viability of the open pit operation, Gunnison intends to focus on an open pit operation as the alternative to ISR. If future financing is available for ISR activities, the Company may elect to conduct well stimulation field trials, but such field trials will not hinder the open pit studies. The Company intends to maintain the optionality of future ISR operations and well stimulation trials as this remains an asset to the Company. This includes maintaining full compliance with all regulatory and permit requirements, including maintaining hydraulic control, pumping, monitoring and regulatory reporting.

Please refer to “Mineral Properties” for a description of the results of the Gunnison PEA which are contained in the Gunnison Technical Report.

Developments Subsequent to December 31, 2024

48C Tax Credits

On January 16, 2025, the Company announced that the Company and Nuton have been selected to receive US$13.9 million in tax credits (the “48C tax credit”) under the Qualifying Advanced Energy Project Credit Program (the “48C program”) to expand production of Made in America copper, which is designated a Critical Material for Energy, from its Johnson Camp.

The 48C tax credit is part of the US$10 billion in funding under the Inflation Reduction Act of 2022 (“IRA”) to intensify clean energy manufacturing and recycling, industrial decarbonization, and critical materials projects in the US. In March 2024, the IRS allocated $4 billion in 48C credits. In April 2024, the Department of the Treasury and the Internal Revenue Service, in partnership with DOE, announced up to $6 billion in a second round of tax credit allocations and Gunnison and Nuton applied for these credits for the Johnson Camp project. Under the IRA, a qualifying advanced energy project credit can either be monetized through its sale for cash or by using it to offset income tax liability. Realization of the full amount of this tax credit is subject to satisfaction of the requirements set forth in Section 48C of the Internal Revenue Code including certification of the operational and employment plans set out in the application. The tax partnership has a period of two years within which to satisfy the certification requirements and claim the tax credits.

The actual allocation of the 48C tax credits as between the Company and Nuton is determined in a tax partnership agreement entered into between the parties which is discussed further below.

Comprehensive Financial Transaction

On March 3, 2025 the Company announced that it has agreed to a non-dilutive funding transaction (the “2025 Nuton Transaction”) with Nuton for $3 million in proceeds to Gunnison to be used toward its costs related to a Nuton testing program at the Gunnison Project, as well as the execution of a Tax Partnership Agreement between Gunnison and Nuton (the “Tax Partnership Agreement”) with an agreed-upon allocation of the potential future proceeds from Gunnison and Nuton’s award of 48C tax credits from the U.S. government.

Gunnison, Gunnison Arizona and Nuton have entered into a Collaboration Agreement dated February 28, 2025 (the “Gunnison Collaboration Agreement”) that provides for, among other things:

In exchange for the above:

In addition to this, Gunnison and Nebari have entered a binding term sheet (details below) that provides for the following:

The above provides two pathways to trigger the refinancing process, either through Nebari’s conversion of principal to equity, or through funds received under the distribution of money from the potential sale of the 48C tax credits.

The parties have agreed to conduct a Stage 1 viability testing program of Nuton Technologies on sulfide mineralization at the Gunnison Open Pit (the “Stage 1 Gunnison Program”). The Stage 1 Gunnison Program will involve the collection and testing of samples from drill core from the Gunnison Project. The samples will be analyzed by Nuton for the purposes of determining the suitability of the Gunnison Project with Nuton Technologies.

Gunnison and Nuton have also agreed to work together to evaluate the possible extension of the Stage 2 Work Program at Johnson Camp. Nuton shall also receive a right of first offer over the use of any excess capacity from the SX/EW plant and related infrastructure and mining assets located at the Johnson Camp Mine.

Gunnison and Nuton (or its affiliates) have also agreed to negotiate in good faith an exclusive exploration agreement over all of Gunnison’s property for a 3-to-5-year term (or such term as agreed between the parties), on commercial terms that includes a specified work program, costs and timelines.

Nuton and Gunnison will work within the parameters of the Tax Partnership Agreement to potentially allow for a portion of realized cash proceeds from the sale of 48C tax credits to be distributed to Gunnison to retire a significant portion, or all of, the Nebari debt, which will benefit the Stage 2 Work Program by reducing Gunnison’s debt service obligations. The receipt of the 48C tax credit is subject to Certification as outlined in IRS Notice 2023-44. There is no certainty that the conditions to the completion of the 2025 Nuton Transaction or receipt of the 48C tax credit will be satisfied.

Gunnison, Gunnison Arizona and Nebari have also agreed to further amend certain terms of the Nebari Credit Agreement. The amendments provide for, amongst other matters, a suspension of principal amortization from February 1, 2025 until January 1, 2026, provide for potential partial conversion to equity, and provide for a mechanism to repay a portion of the principal amount of the Nebari Credit Agreement with proceeds to be received from sale of the previously announced 48C tax credits and through a potential refinancing process provide for an extension of the maturity date.

The amendments to the Nebari Credit Agreement include (collectively, the “Amendments”):

The Amendments are subject to certain conditions including approval of the Toronto Stock Exchange, approval from Greenstone and Triple Flag, deferral of interest payments due under convertible debentures due to Greenstone and Triple Flag, certain agreements between Nebari and Triple Flag agreement and commencement of a work program by Gunnison to optimize certain opportunities identified in the PEA for the Gunnison Project.

Nebari is at arm’s length to the Company. There are no commissions or finders’ fees payable in connection with the transactions discussed in this news release. While the Nebari Term Sheet is binding, the parties intend to conclude a second amended and restated credit agreement reflecting the terms in the Nebari Term Sheet. There is no assurance that the conditions to the Amendments will be satisfied.

Director Retirement

On March 20, 2025 Stephen Axcell retired as a director of the Company.

Listed Issuer Financing Exemption (LIFE) Private Placement of Units

On March 26, 2025, the Company announced a non-brokered private placement (the “2025 Offering”) consisting of a minimum of 6,666,700 and up to a maximum of 22,940,000 units (the “2025 Units”), with each Unit consisting of one common share and one-half of one common share purchase warrant (each full common share purchase warrant, a “2025 Warrant”) at a price of C$0.30 per Unit for aggregate gross proceeds of a minimum of C$2,000,010 and up to a maximum of C$6,882,000. Each full 2025 Warrant shall entitle the holder thereof to acquire one additional common share at a price of C$0.45 for a period of twenty-four (24) months from the closing date of the 2025 Offering.

The net proceeds will be used to define high value opportunities and commencement of drilling and metallurgical testing activities that will be incorporated in a pre-feasibility study for the Gunnison Copper Project. The Company intends to close the 2025 Offering during the week of March 31, 2025. Closing of the 2025 Offering is subject to approval of the TSX.

Outlook

Gunnison High Value Work Program

In January 2025, Gunnison announced its intention to proceed with the High Value Work Program at the Gunnison Copper Project that will advance several of the important opportunities identified in the Preliminary Economic Assessment. This work program, consisting of limited drilling and studies, is expected to cost up to

$3.0 million and be completed within six months, with results to be published in H2 2025.

The program includes studies to examine the saleable potential of the gravel and limestone overburden that is currently treated as waste in the PEA economics but are products with active markets within an economic radius of the mine site. The sale of these potential by-products could add a significant amount of revenue over the mine life.

Another planned study relates to examining the potential for optical mineralized material sorting, which can significantly reduce the quantity of acid consumed by sorting and rejecting waste material from the process prior to heap leaching. Given the specific nature of the mineralized material body, with the contained copper existing along fractures in the rock rather than disseminated throughout, the Gunnison deposit has a high potential for successful use of optical mineralized material sorting.

Gunnison Copper Project Pre-Feasibility Study & Permit Amendments

In H2 2025, Gunnison plans to commence work on a Pre-Feasibility Study (“PFS”) for the Gunnison Copper Project with the objective of converting the resources included in the mine plan to the Measured and Indicated level and into mineral reserves, in addition to advancements in the detail level of mine and plant engineering. The work program will include infill drilling, geotechnical drilling, hydrology work, engineering, and other studies. It is expected to cost $13.5M and take approximately 16 months to complete. Results of the PFS are expected to be published in Q4 2026.

Concurrently with the PFS work program, Gunnison intends to file permit amendments with Arizona Department of Environmental Quality and the Arizona State Mine Inspector with respect to the existing Air, Aquifer Protection, and Mine Land Plan of Reclamation permits. These amendments will permit the open pit approach. Currently, the Gunnison Project is fully permitted for In-Situ leaching which is the approach previously pursued. All required permits for the Gunnison open pit fall under the state permitting regime (i.e. no federal nexus). The permit amendments are expected to cost $1.4 million and take between nine and sixteen months to receive. All permit amendments are expected to be received by the end of 2026.

Johnson Camp Mine Production

The Johnson Camp Mine construction required for the Stage 2 work program with Nuton is expected to be substantially complete by mid-2025 with commissioning and first production of copper cathode in Q3 2025. Ramp up to nameplate capacity is expected to occur over the second half of 2025 and reach full production by early 2026. The Johnson Camp Mine SX/EW plant has an installed production capacity of 25 million lbs of finished copper cathode per year, with future sales of the copper cathode to US domestic supply chains only. The construction and restart of the Johnson Camp Mine is fully funded by Nuton LLC for the purpose of demonstrating their proprietary sulfide leaching technology.

Mining of mineralized material commenced in January 2025 and will be stockpiled until the start of stacking and irrigation on the Leach Pad expected in Q2 2025.

48C Tax Credits Monetization and Debt Reduction

The $13.9 million allocation of tax credits was granted to the Gunnison-Nuton Tax Partnership in January 2025 under the Qualifying Advanced Energy Project Credit Program of the Inflation Reduction Act. Under the IRA, a qualifying advanced energy project credit can either be monetized through its sale for cash or by using it to offset income tax liabilities. These credits are expected to be monetized by the end of 2025 through the sale of these credits in a free-market transaction following the completion of the certification process. Gunnison expects to receive up to $8 million in cash after Nuton’s allocation and reimbursement of costs, with the actual amount depending on the 48C tax credit certification process and how much can be realized from the sale of the certified credits.

In accordance with the binding term sheet with Nebari, the proceeds received from the sale of 48C tax credits will be used to retire a significant portion of the Nebari debt. Following the partial debt retirement, Nebari will initiate a process seeking to refinance the remainder of the debt with a revised maturity date of December 31, 2029.

This section contains forward-looking information. Please refer to “Special Note Regarding Forward-Looking Information” for details on the risks and assumptions associated with such forward-looking information.

Significant Acquisitions

The Company has made no significant acquisitions for which disclosure is required under Part 8 of National Instrument 51-102.

NARRATIVE DESCRIPTION OF THE BUSINESS

Summary of the Business

The Company is focused on mining operations at its core assets, the Johnson Camp Mine and the Gunnison Project located in Cochise County, Arizona.

Competitive Conditions

The mineral exploration and mining business is a competitive business. The Company competes with numerous other companies and individuals in the search for and the acquisition of attractive mineral properties. The success of the Company will depend not only on its ability to operate and develop its properties but also on its ability to select and acquire suitable properties or prospects for development or mineral exploration.

The mineral resource industry is intensely competitive in all of its phases, and the Company competes with other mineral resource companies in connection with the acquisition of properties, the recruitment and retention of qualified personnel and contractors, the supply of equipment and, ultimately, customers for any copper that may be produced from the Gunnison Project if it reaches production. Many of the companies the Company competes with have greater financial resources, operational experience and technical facilities than the Company. Consequently, the Company’s future revenue, operations and financial condition could be materially adversely affected by competitive conditions. See also “Risk Factors”.

Employees

The Company had 48 employees as of December 31, 2024.

Environmental Protection

The Company understands the importance of environmental protection. The Company’s activities are subject to extensive federal, state and local laws and regulations governing environmental protection and employee health and safety. The Company is required to obtain government permits and comply with bonding requirements under environmental laws. All phases of the Company’s operations are subject to environmental regulation. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, and more stringent environmental assessments of proposed projects.

On October 23, 2024, and following an informational public meeting on September 26, 2024, and a review of a technical memorandum issued by ADWR’s Chief Hydrologist, the Director of the Department of Water Resources issued an Order initiating the proceedings to designate the Willcox Groundwater Basin as a subsequent active management area (“AMA”) pursuant to A.R.S. § 45-414. The Willcox Groundwater Basin includes the area where the Company’s Gunnison Project and JCM are located.

As a result of the AMA designation there are now restrictions on the Company’s ability to withdraw groundwater for use at its mineral projects and in order to withdraw groundwater the Company will have to comply with the terms of the Order. The Company anticipates that JCM would be eligible for grandfathered rights. Individuals and entities seeking to claim a grandfathered right must apply for a certificate of grandfathered right no later than fifteen months after the date of the designation of the AMA on January 8, 2025 (by April 8, 2026), in accordance with A.R.S. § 45-476. The grandfathered rights take into account groundwater use that occurred in the five-year period preceding the directors notice of proceedings to designate an AMA. A person who fails to apply for a certificate of grandfathered right within an active management area waives and relinquishes any right to withdraw or receive and use groundwater pursuant to a grandfathered right (A.R.S. § 45-477.01).

In addition, Arizona law provides for a process for the use of groundwater by mining operations within an AMA, even for operations without grandfathered rights. In particular, there are two types of withdrawal permits specifically tailored to mining operations: (1) the dewatering permit, (ARS § 54-513) and (2) the mineral extraction and metallurgical processing permit (ARS § 54-514). The statutes specify that ADWR “shall” issue the permits if the applicant meets the statutory requirements, which, depending on the type of permit, principally address the unavailability of reasonable-cost water from other sources and the use to be made of the water.

The environmental protection requirements affect the financial condition and operational performance and earnings of the Company as a result of the capital expenditures and operating costs needed to meet or exceed these requirements. These expenditures and costs may also have an impact on the competitive position of the Company to the extent that its competitors are subject to different requirements in other governmental jurisdictions. To date the effect of these requirements has been limited due to the small amount of production activity of the Company, but they are expected to have a larger effect in future years as the Company moves toward commercial production and eventual production expansion. There is no assurance that future changes in environmental regulation, if any, will not adversely affect the Company’s operations.

For further information related to environmental protection see “Mineral Properties – Gunnison Project – Mining Operations – Environmental and Permitting.”

Social and Environmental Policies

The Company places great emphasis on providing a safe and secure working environment for all of its employees and contractors, and it recognizes the importance of operating in a sustainable manner.

The Company’s Code of Business Conduct and Ethics (“Code of Conduct”) is the policy that sets out the standards which guide the conduct of the Company’s business and the behaviour of its employees, officers and our Board of Directors. The Code of Conduct, amongst other things, sets out standards in areas relating to:

The Company’s commitment to safety is defined in its Safety Handbook. The Company is committed to developing and maintaining programs that meet and where practical, exceed the requirements of the law. The Company’s ultimate goal is zero accidents and to earn the reputation of being a safety conscious operator. As of December 31, 2024, that Company had achieved over 3,700 days without a lost time incident.

MINERAL PROPERTIES

General

The Company’s only material mineral properties are the Gunnison Project and JCM.

Gunnison Project

The following represents the summary of the Gunnison Technical Report dated effective November 1, 2024 prepared by John Woodson, P.E., SME-RM, Jeffery Bickel, C.P.G., Abyl Sydykov, Ph.D., P.E., Dr. Terence P. McNulty, P.E., D.Sc., R. Douglas Bartlett, C.P.G., Jacob Richey, P.E. and Thomas M. Ryan, P.E. Unless specifically noted otherwise, the following disclosure regarding the Gunnison Project has been prepared under the authority and supervision and with the consent of the authors, each a “qualified person” within the meaning of NI 43-101. The full Gunnison Technical Report is incorporated by reference into this AIF and is available under Gunnison’s corporate profile on SEDAR+ at www.sedarplus.ca. All references in this summary to Sections are to the Sections of the Technical Report.

Summary

M3 Engineering & Technology Corp. (M3) was commissioned by Gunnison to prepare a PEA in accordance with the Canadian NI 43-101 standards for reporting mineral properties, for the Gunnison Project (the “Gunnison Project”) in Cochise County, Arizona, USA. The Gunnison Project considers to mine the Gunnison Deposit as an open pit, using heap leaching to produce PLS that then reports to a SX-EW plant. The plant capacity of the Gunnison Project is 175 million pounds per annum (mppa) of cathode copper. The SX-EW plant will be constructed in a single stage of development.

The Gunnison Project is located about 62 miles east of Tucson, Arizona on the southeastern flank of the Little Dragoon Mountains in the Cochise Mining District. The property is within the copper porphyry belt of Arizona. The Gunnison Project hosts the Gunnison (formerly known as the I-10) Deposit and contains copper oxide and sulfide mineralization with associated molybdenum in potentially economic concentrations. Oxidized, mineralized bedrock lies 300 to 800 feet beneath alluvial basin fill.

GCC selected M3 and other respected third-party consultants to prepare mine plans, mineral resource estimates, process plant designs, complete environmental studies, and cost estimates used for this Technical Report. The costs are based on 3rd quarter 2024 U.S. dollars.

Key Data

The key results of this PEA for the Gunnison Project are as follows:

The PEA is preliminary in nature and 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. There is no certainty that the conclusions reached in the PEA will be realized. Mineral resources that are not mineral reserves do not have demonstrated economic viability.

Property Description and Location

The Gunnison Project is located in Cochise County, Arizona, approximately 62 miles east of Tucson and 1.5 miles southeast of the historic Johnson Camp mining district. Figure 0-1 is a general location map and property location near the US Interstate 10 (I-10) freeway. Total area is approximately 9,756 acres (3,949 hectares).

The Gunnison Project is held by GCC through its wholly owned subsidiary Gunnison Arizona. Acquisition of all mineral interest from the James L. Sullivan Trust was completed in January of 2015. These assets represent, among other things, the mineral rights to the Gunnison and South Star Copper deposits.

Source: GCC, December 2024

Figure 0-1: Gunnison Project Location Map, Gunnison and South Star Deposits Accessibility, Climate, Local Resources, Infrastructure and Physiography

The Gunnison Project is located in a sparsely populated, flat to slightly undulating ranching and mining area about 65 road miles east of Tucson, Arizona. The Tucson metropolitan area is a major population center (approximately 1,000,000 persons) with a major airport and transportation hub and well-developed infrastructure and services that support the surrounding copper mining and processing industry. The towns of Benson and Willcox are nearby and combined with Tucson can supply sufficient skilled labor for the Gunnison Project.

Access to the Gunnison Project is via the I-10 freeway from Tucson and Benson to the west or Willcox to the east. The Gunnison Deposit can be accessed via good quality dirt roads heading approximately 1 mile east from the south side of “The Thing” travel center and roadside attraction on the Johnson Road exit from I-10.

The elevation on the property ranges from approximately 4,600 to 4,900 feet above mean sea level in the eastern Basin and Range physiographic province of southeastern Arizona. The climate varies with elevation, but in general the summers are hot and dry, and winters are mild.

Vegetation on the property is typical of the upper Sonoran Desert and includes bunchgrasses, yucca, mesquite, and cacti.

History

There is no direct mining history of the Gunnison Deposit; however, the district has seen considerable copper, zinc, silver, and tungsten mining beginning in the 1880’s and extending to the present day. Modern mining and leaching operations at the Johnson Camp Mine, began in the 1970s by Cyprus Minerals. Successor owners and operators include Arimetco, North Star, Summo Minerals, and Nord Resources Corporation. Nord mined fresh material until mid-2010 and maintained leaching operations until late 2015, when the property was purchased by GCC.

In 1970, a division of the Superior Oil Company (“Superior”) joint ventured into the northern half of the Gunnison Deposit with Cyprus and the private owners (J. Sullivan, pers. com.). During the early 1970s, Superior did most of the drilling and limited metallurgical testing on Gunnison and by early 1974 had defined several million tons of low-grade acid-soluble copper mineralization.

The Gunnison Project was previously designed as a copper in-situ recovery (ISR) mine using SX-EW to produce copper cathode. The ISR operation commenced ramp-up to production in 2020; however, it had operational issues related to low flow rates, so the Company began evaluating alternatives and opportunities to fix the ramp-up challenges. Well stimulation (small scale, shallow level, hydraulic fracking), has the potential to fundamentally change the performance of the wellfield and fix many of the low productivity issues. The Company has obtained a permit for well stimulation and the next step would be to conduct field trials. If well stimulation is successful, it could provide an operation with superior economics to the open pit operation and be in copper production much quicker than an open pit. However, due to the substantially improved viability of the open pit operation, GCC intends to focus on an open pit operation as the alternative to ISR. The Company intends to maintain the optionality of future ISR operations and well stimulation trials as this remains an asset to the Company. This includes maintaining full compliance with all regulatory and permit requirements, including maintaining hydraulic control, pumping, monitoring and regulatory reporting.

Geological Setting and Mineralization

There are two oxide copper deposits controlled by GCC, Gunnison Deposit and South Star Deposit, both situated in the Mexican Highland section of the Basin and Range physiographic province. The province is characterized by fault-bounded mountains, typically with large igneous intrusions at their cores, separated by deep basins filled with Tertiary and Quaternary gravels.

The Gunnison Project (Gunnison Deposit) lies on the eastern edge of the Little Dragoon Mountains. The ages of the rocks range from 1.4-billion-year-old Pinal Group schists to recent Holocene sediments. The southern portion of the Little Dragoon Mountains consists predominately of the Tertiary Texas Canyon Quartz Monzonite whereas the Pinal Group schists and the Paleozoic sediments that host the regional copper mineralization dominate the northern half.

Copper sulfide mineralization has formed preferentially in the proximal (higher metamorphic grade) skarn facies, particularly along stratigraphic units such as the Abrigo and Martin Formations near the contact with the quartz monzonite and within structurally complex zones. Primary mineralization occurs as stringers and veinlets of chalcopyrite and bornite. Primary (unoxidized) mineralization remains “open” (undetermined limits) at depth and to the north, south, and east.

Oxidation of the mineralization occurs to a depth of approximately 1,600 feet, resulting in the formation of dominantly chrysocolla and tenorite with minor copper oxides and secondary chalcocite. The bulk of the copper oxide mineralization occurs as chrysocolla, which has formed as coatings on rock fractures and as vein fill. The remainder of the oxide mineralization occurs as replacement patches and disseminations.

Deposit Types

The Gunnison Deposit is a classic copper-bearing, skarn-type deposit. Skarn deposits range in size from a few million to 500 million tons and are globally significant, particularly in the American Cordillera. The Gunnison Deposit is large, being at the upper end of the range of size for skarn deposits and is associated with a mineralized porphyry copper system that has been largely unexplored.

Exploration

Since Gunnison’s discovery, numerous companies have explored the area. During this time period, extensive drilling, and assaying, magnetic and IP geophysical surveys, metallurgical testing, hydrological studies, ISR tests, and preliminary mine designs and evaluations have occurred. The focus since the 1970’s has been to utilize ISR or a combination of ISR and open pits as a potential mining strategy.

Stephen Twyerould first became involved with the Gunnison Project in mid-2005 and AzTech (later named Excelsior Mining Arizona, Inc.) became involved in mid-2006. Since that time, significant work has been completed such as cataloguing, reviewing, and compiling high-quality historical data spanning over thirty years of investigations by Superior Oil and Gas, Cyprus, Quintana, CF&I, Magma Copper Corporation, Phelps Dodge Corporation, and James Sullivan. GCC conducted detailed ground magnetics over the exploration targets in June 2011.

GCC initiated a re-logging program in December 2010 that was completed in the third quarter of 2011. In addition, a re-assaying program began in March 2011 during which all of the Magma holes were re-assayed. In May 2011, a re-assay program was initiated for the Quintana Minerals holes (DC, S, and T series) to include sequential copper analyses for cyanide-soluble (CNCu) and acid-soluble copper (ASCu). Previous results only included total copper (TCu) assays.

Drilling

The Gunnison Deposit drillhole database includes 217 drillholes totaling 245,509 feet. Among the total drillholes, 88 were historical drillholes that were completed by several companies. These holes extend to a depth of approximately 2,450 ft below the surface at the Gunnison Deposit and cover an area of approximately 310 acres, with additional drilling extending beyond this area. There is a slightly higher density of drilling along the central axis of the Gunnison Deposit.

Sample Preparation, Analysis and Security

The laboratory sample preparation and analysis procedures used by the previous owners of the deposits are unknown; however, major commercial laboratories using best practices at the time completed the majority of analyses.

The data, information, samples, and core from the deposits have been under the control and security of AzTech Minerals since November 2006 and then GCC since October 2010. The original information and samples are stored at the Sullivan’s core storage facility in Casa Grande, with numerous copies held by GCC at its Phoenix, Arizona office. It is the opinion of RESPEC Company LLC (RESPEC), the reviewer of the assay data for this Technical Report, that the sample procedures, processes, and security are reasonable and adequate.

Data Verification

The verification of location and assay data in the drillhole database covers historic drilling and the verification of the data collected by GCC. No significant issues have been identified with respect to the data provided by GCC’s quality assurance/quality control (“QA/QC”) programs. QA/QC data are not available for the historical drilling programs at the Gunnison Deposit, but GCC analyses dominate the assays used directly in the estimation of the mineral resources. Additionally, most of the historical data were generated by well-known mining companies, and the GCC drill data are generally consistent with the results generated by the historical companies.

Assaying and QA/QC procedures were industry standard. The TCu, CNCu, and ASCu assays used to estimate grades in the Gunnison model are acceptable for estimating mineral resources, based on RESPEC’s review of the available data for repeat, check, duplicate, standard and blank assays, and on paired comparisons of assay data from different drilling campaigns.

Mineral Processing and Metallurgical Testing

Column tests and other metallurgical testing conducted during the last decade or more, supplemented by recent developments, have supported the following predictions of heap leaching performance for copper-bearing material from the Gunnison resource that has been crushed to a nominal minus 6-inch product.

Copper extractions according to the mineralogical categories defined by assay procedure are as follows: acid-soluble copper (ASCu), 90%; cyanide-soluble copper (CNCu), 90%; and sulfide copper (CuS), 60% (CuS recovery is limited to the sulfide mineral domain). The predicted leaching response of primary sulfide minerals, essentially all chalcopyrite, assumes that accelerated oxidation and de-passivation of chalcopyrite will be at least moderately effective.

However, the copper will dissolve slowly over a period of several years due to kinetic limitations and imperfect solution access. For instance, chrysocolla, the dominant ASCu species, dissolves in two stages with declining rate as copper content in the layer silicate structure diminishes. Accordingly, the following approximate rates are predicted.

Table 0-1: Rates of Copper Extraction during Heap Leaching

Column tests and other metallurgical tests have indicated that acid consumptions for the dominant rock formations in the Gunnison resource will be as follows, expressed as pounds of 98% H2SO4 per ton of heap feed: Martin, 70; Upper Abrigo, 48; Middle Abrigo, 48; Lower Abrigo, 24; and TQM/Bolsa/Pinal, 24.

In the Gunnison resource, much of the acid-consuming gangue is comprised of dolomite and/or calcite that contain little copper. This presents an opportunity for reducing acid costs by particle segregation, or “sorting”. Mineralized material sorting has been done manually for millennia and has been a common practice for decades in waste segregation, metal recycling, and upgrading of some types of mineralized material. However, major advances have been made during the last few years in sensor efficiency and sorting equipment capacity.

Preliminary testing by one supplier of optical sensing and physical sorting equipment has produced very encouraging rejection of acid consumers, but more refinements will be needed to minimize copper losses into the reject fraction. The objective of future test programs will be an economic balance of acid cost, copper losses, and sorter capital and operating expenses.

Discussions with six manufacturers of sensors and/or sorting equipment have confirmed the practicality of developing and operating systems that can meet the needs of the Gunnison Project. Some recent sorting installations for the mineralized material consisting of copper, iron, and gold have daily treatment rates at or above those contemplated for the Gunnison Project. Depending on the types and selectivity of sensors and the required numbers of sorters and associated conveyors, preliminary cost estimates indicate a CAPEX range of

$36-100 million with an OPEX of $0.30-0.50/ton. Although not included in this PEA and economic analysis, future studies should investigate the use of sorting technology as a hedge against high acid costs or higher than expected acid consumption.

Mineral Resource Estimate

The Gunnison mineral resources have been updated to include resources on lands newly acquired by GCC. The mineral resources were constrained by a pit optimization. Table 0-2 is a summary of the oxide, transitional, and sulfide mineral resource tabulated at a total copper cut-off of 0.05%. Table 0-3 is a summary of the resource by oxidation zone.

Table 0-2: Gunnison Oxide, Transition, and Sulfide Mineral Resource Summary Effective September 4, 2024

Notes:

Table 0-3: Gunnison Mineral Resource Summary Effective September 4, 2024

Notes:

The Mineral Resources presented herein are inclusive of the Economic Analysis presented in the Gunnison Technical Report which therefore represents a subset of the Mineral Resources under slightly different economic inputs, most notably lower copper price.

Mineral Reserve Estimate

The Gunnison Project does not currently have any mineral reserves.

Mining Methods

Mining of the Gunnison Deposit will be accomplished using conventional open pit hard rock mining methods. The mine plan was developed to produce 175 million pounds of recoverable copper per year with mining being completed by an owner-operated fleet. Mining of the deposit is expected to be accomplished with hydraulic front shovels and 320-ton trucks. Mining is planned on 50-ft bench heights.

An annual schedule was developed for the mine plan. Leach material will be dumped into near pit gyratory crushers to be conveyed to the leach pad. All leach material produced through Year 7 is planned to be treated in a conventional leach operation. Beginning in Year 8, a portion of the leach material is planned to be treated in a sulfide leach operation with the rest of the material treated in a conventional leach operation. The heap tonnage production varies by year as it is based on the requirement of 175 million pounds of recoverable copper being placed on the heap annually. The mine plan presented in this Technical Report is achieved by mining 6 phase expansions to achieve the ultimate pit limit in the Gunnison deposit. The phases are practical expansions of the Gunnison pit incorporating haul road designs, operating room for equipment and all practical mining requirements.

Pit slope angles are based on recommendations provided by Call and Nicholas Inc. in an October 2024 memo. Overall pit slope angles were provided along with the recommendation that interramp slopes could be up to 3-degrees steeper. The shallow east dipping beds of the Paleozoic rock formations is the controlling factor for the 36-degree overall slopes in these rocks on the west pit wall.

The mine production schedule was developed using the phase designs, and the required leach pad feed rate to produce ~175 million pounds of recoverable copper per year. Sufficient waste is moved during the mine life to assure continued release of the required heap material. The cut-off grade of the mineralized material is equal to or greater than $0.60 net of process. The $0.60 was chosen as the cut-off grade to approximate the capital cost per ton of capacity of the leach pad.

The waste storage areas are east and west of the pit. The waste dumps are planned to be constructed in 50-ft lifts at an angle of 2.5:1.

Mining is planned to be executed using a conventional open pit mining fleet. The reference to specific equipment manufacturers is to illustrate equipment size and is not to be considered a recommendation by Independent Mining Consultants. Production drilling is expected to be accomplished with 125,000lb pull-down force class drills with mast lengths capable of single pass drilling 50 ft benches. Holes will be loaded with ANFO when dry and an emulsion slurry when wet. Hydraulic front shovels with 46-50-yard buckets are planned to load a majority of the material with a 43-yard front end loader available to provide loading flexibility. Haul trucks are planned to be 320-ton class trucks. Haul truck productivities are based on haulage time simulations for annual waste and heap material haul profiles. A fleet of auxiliary equipment to support the main operating equipment will be required. This will be comprised of 500 hp rubber-tired dozers, 600 hp track dozers, motor graders with 24-ft mold boards, 100-ton haul trucks fitted with 20,000-gallon water tanks and other support equipment.

The requirements for mine supervision, operations, and maintenance personnel were calculated using the equipment list and mine schedule. Mine operations and maintenance labor increases to 382 persons at the end of Year 8 and stays above 350 persons until labor requirements begin to decline in Year 13. Maintenance personnel requirements are set to be approximately 60% of required operations personnel. There are expected to be 48 salaried staff for supervision, engineering, geology, and mineralized material control.

Pit dewatering will be required during mining because the Gunnison Deposit is mostly below the water table in highly fractured bedrock. A groundwater flow model for the Gunnison ISR project was completed as part of the 2016 Aquifer Protection Permit (APP) application reviewed and approved by the Arizona Department of Environmental Quality (ADEQ) and the 2016 Underground Injection Control (UIC) Permit application reviewed and approved by the U.S. EPA.

The groundwater flow model was combined with the mine phase plan to estimate the dewatering flow rates required to keep the pit dry over the course of the mine life. The drainage into a pit at the Gunnison Project site is likely to result in significant flows into the pit, up to about 4,000 gpm during the pit construction. This dewatering rate may be a high estimate due to limitations of model construction. An average dewatering rate of 3,000 gpm is more likely. This rate of dewatering is recognized to be high relative to other open pit mines in Arizona, however, the mineralized body at Gunnison is quite fractured and broken relative to other mineralized bodies therefore a high rate of dewatering is expected

Recovery Methods

The open pit mining result in a copper-bearing pregnant leach solution (PLS) from which copper is extracted using the well-established SX-EW process. The Gunnison Project constructs an SX-EW plant in a single construction period prior to production to produce 175 mppa of cathode copper.

Open Pit-Heap Leach Recovery Methods

For the open pit-heap leach, mineralized oxide material from the open pit mine is placed on the leach pad as crushed material, described in Section 16. The oxide material will be irrigated with acidified raffinate pumped from the Gunnison Raffinate Pond. Copper-bearing PLS solutions are collected by an overliner collection system and discharged to the Leachate Collection Pond. PLS is pumped from the Leachate Collection Pond to the Gunnison SX Feed Tank.

The Gunnison open pit SX-EW Plant has the capacity to produce 175 mppa of cathode copper. This increase in capacity is accomplished by increasing the size of the SX mixer-settlers and adding additional electrowinning cells to the EW tankhouse. Commensurate increases to the capacities of the piping, tanks, and other equipment are required throughout the Gunnison open pit SX-EW Plant. The PLS from the leach pad provides the feed for the SX-EW process.

The location of the leach pad is southeast of the Gunnison pit in an area where the natural drainage is toward the southeast. The full leach pad will be approximately 893 acres in area and oriented to match existing topography so that it allows gravity drainage of solutions down to the southeastern toe of the pad for collection and transport by pumping system to the JCM PLS pond with one set of pumps and to the SX Feed Tank with another set. The Leach Pad will be constructed in three phases. The initial phase of the leach pad consists of approximately 313 acres and is constructed during the initial construction period for the mine and processing plant. Phase 2 adds an additional 223 acres of leach pad to be constructed at the beginning of Year 4. Phase 3 completes the build-out of the pad with a 357 acres constructed in Years 6 and 7 to provide the capacity for the Life of Mine.

Sulfuric acid for the heap leach option is provided by a molten sulfur burning sulfuric acid plant constructed prior to operation to provide the acid necessary for leaching and SX-EW process. The acid plant is designed to produce 3,000 short tons per day of 98% sulfuric acid which is sufficient to meet the process demand in most years. Molten sulfur is delivered to the plant by rail. In years when the demand exceeds acid plant capacity, sulfur acid will be delivered by rail tank cars.

Gunnison Project Infrastructure

The open pit requires relocation of Interstate 10 because the northern portion of the deposit lies beneath the freeway. A portion of the freeway approximately 2.8 miles long will be rerouted to the north along with its interchange with Johnson Road. The preferred location of that interchange will be determined during roadway design in consultation with the Arizona Department of Transportation (ADOT), which has control of the Interstate and is the coordinating agency for the relocation design and construction. Access to the Gunnison SX-EW plant will be off Johnson Road south of the pit approximately 1 mile north of Dragoon.

The mine pit is located in the northern portion of the Gunnison Project area and is flanked by waste stockpiles to the east and west to store alluvial overburden and waste rock removed from the pit during the mining operation. Mineralized material removed from the pit is hauled to the leach pad located southeast of the pit. Crushed material is dumped on the leach pad, spread, ripped, and covered with a piping network to deliver acidified leach solution. The leach solution drains out of the southeast toe of the leach pad and collected as PLS in the Leachate Collection Ponds. The PLS is pumped to the SX Feed Tank for extraction in the Gunnison plant.

The Gunnison SX-EW plant will be constructed in the southeast corner of the site with a nominal copper production capacity of 175 mppa. The electrowinning building (tankhouse) will be a steel building with corrugated metal roofing and siding. It will contain 112 electrowinning cells on each end of the building (total of 224 cells) and two automatic cathode stripping machines.

The Gunnison Tank Farm is located downhill from the SX area and the tankhouse to facilitate gravity drainage of solutions to the Tank Farm. The Tank Farm has a concrete containment that drains to a sump with an oil-water separator to return spilled liquid to the proper location for recycling. There is a Plant Runoff Pond located downstream of the Tank Farm to capture any surface flows in the event of an upset condition at the plant.

Ancillary facilities needed to support the Gunnison Project include buildings, ponds, tanks, and trenches. Ancillary buildings include an Administration Building, Warehouse, Plant Maintenance building, Change House, Security Building (gatehouse), and Sulfuric Acid Plant-Cogeneration complex. Other facilities will include ponds, and tanks. A new assay lab facility will be constructed to handle production samples, solution assays, and cathode sampling.

Power for the facility will be tapped from an existing 69 kilovolt (kV) power line that enters the project area from the southeast. The existing power line will terminate at the new Gunnison Substation. The requirement to feed the SX-EW from a higher voltage transmission line will be evaluated as the project progresses.

Fresh well water will be extracted from pit dewatering wells adjacent to the Gunnison open pit. Fresh water will be pumped to the 500,000 gallon process water/firewater tank. The lower 300,000 gallons in the storage tank will be reserved for fire suppression. Process water for plant use will be taken from the storage tank above this reserve level for fire suppression.

The sulfur-burning sulfuric acid plant will be constructed south of the Gunnison processing plant along with the accompanying rail spur and loading-unloading facilities. The plant design will be increased to produce 3,000 short tons of concentrated sulfuric acid per day. The waste heat from the acid making process produces steam to generate 44 MW of electrical power from a steam turbine generator. Of that amount, 14 MW of power will be required for operation of the acid plant, leaving 27.8 MW for delivery back to the power grid. The sulfuric acid plant includes molten sulfur day tanks, sulfur burner and waste-heat boiler, drying and adsorption tower area, cogeneration building, water treatment building, power distribution building and substation, cooling towers, office building, sulfuric acid storage area, and a rail yard for unloading molten sulfur and sulfuric acid.

Market Studies and Contracts

The Company has an offtake agreement for the copper cathodes produced by the Gunnison Project that is negotiated annually. The current agreement is for payment at the average monthly HG Copper COMEX settlement price.

The use of consensus prices obtained by collating the prices used by peers or as provided by industry observers and analysts is recognized by the Canadian Institute of Mining and Metallurgy (CIM) for technical reports and has the advantage of providing prices that are acceptable to a wide body of industry professionals (peers).

These prices are generally acceptable for most common commodities, major industrial minerals, and some minor minerals.

The PEA has selected $4.10 per pound copper for all thru the end of mine life. A Grade A cathode credit of

$0.02 per lb has been added to the long-term copper price, bringing the expected copper price to $4.12 per lb. Market studies indicate that the long-term prices for the major reagents are as follows.

The price for sulfuric acid is predicted to be $150/st. Based on a delivered sulfur cost of $110/ton, the cost of acid produced in GCC’s sulfuric acid costs are estimated to be $36.46 for the 3,000 stpd acid plant for the Gunnison open pit.

Environmental and Permitting

The open pit mining and heap leaching option has not been permitted. The open pit requires surface disturbance and relocation of an interstate highway.

Some additional environmental permits are required for an open pit mine at Gunnison. Federal, state, and local government existing environmental permits are listed in Table 20-1. A permit from ADOT will be required for the planned relocation of Interstate 10. The permit may require additional environmental studies, including cultural, biological, and native plant surveys, depending on the I-10 routing.

An Aquifer Protection permit (APP) exists for the prior ISR mining activities. This permit will require major modifications to accommodate the open pit and discharging facilities that have the possibility of impacting an aquifer. Facilities that may be constructed at Gunnison that may require an amended APP include leach pads, waste rock stockpiles, non-stormwater ponds, process solution ponds (PLS and Raffinate), re-injection wells for a portion of the open pit dewatering, and the acid plant.

Other existing permits requiring modification include the Arizona Mined Land Reclamation Plan, Air Quality permits, and to the existing Underground Injection Control permit to accommodate the open pit.

Water management associated with the open pit mine will include dewatering of the pit and run-on and run-off controls. Dewatering is expected to generate up to 4,000 gpm during pit development. This water can be used for a variety of uses including dust control and makeup water for mineralized material leaching. Dewatering water not used for mine operations will be re-injected in a local aquifer. Surface water will be diverted around the pit, leach pad, process plant, and other non-APP facilities. Water will be managed using engineered features such as diversions or retention structures.

Reclamation and closure must be conducted on all APP-regulated facilities in accordance with the stipulations of the APP permit at the end of operations. Non-APP facilities, such as buildings and infrastructure, will be reclaimed in accordance with the approved Mined Land Reclamation Program overseen by the Arizona State Mine Inspector’s Office. Reclamation of the pit (which is not expected to be an APP-regulated facility) will consist of erosion control. At closure, the heap leach pad (an APP-regulated facility) and the waste rock stockpiles (which may be regulated under APP) will be managed to prevent, contain, or control discharges. In the case of the heap leach pad, it is anticipated that closure will include neutralizing or rinsing of all spent mineralized material, elimination of free liquids, stabilization of heap materials, and recontouring of the heap to eliminate ponding. The waste rock stockpile will be recontoured in a similar manner to eliminate ponding and minimize infiltration. Process solution and non-stormwater ponds will be closed in accordance with the approved APP closure plan. Other facilities such as the plant and buildings will be removed and the land surface will be contoured and graded.

Capital and Operating Costs

Capital Costs

The Gunnison open pit is built in one stage of development with the pre-stripping of the open pit, leasing of the mine mobile fleet, construction of the initial heap leach pad and ponds, an SX-EW plant with a capacity of 175 mppa, 3,000 stpd sulfuric acid plant, and relocation of Interstate 10 to make room for pit expansion to the north. The initial capital costs total $1,342.6 million.

Mine Capital Costs

The mine capital includes three components: capital to lease / purchase the mining fleet, capital for mine support equipment, and the cost of pre-stripping. Mine capital costs for mobile equipment were developed from the mine equipment list presented in Section 16. Mine capital costs including equipment and pre-production development are presented in Table 0-4. Initial mine capital is $306.1 million, while sustaining mine capital costs are $334.9 million. An additional $346.2 million of waste stripping costs between the Years 1 and 12 included in Table 0-7 are applied to sustaining capital costs as deferred stripping.

Table 0-4: Summary of Mine Capital Costs ($000’s)

Plant Capital Costs

The plant capital includes several components: development of the heap leach pad and ponds, capital for the Gunnison SX-EW plant, and cost for ancillary facilities and infrastructure, costs to construct the sulfuric acid plant and railroad siding and railyard, the Interstate highway relocation, freight, indirect costs, Owner’s costs, and contingency. Table 0-5 summarizes the initial capital costs to develop the Gunnison Plant exclusive of mine development. These costs are estimated to be $1,036.5 million. Including the mine initial capital costs, the total initial capital cost to develop the Gunnison Project is $1,342.6 million over a construction period of three years.

Table 0-5: Initial Capex for Gunnison Plant & Acid Plant Development

Notes:

Sustaining capital costs for the mine, leach pad, sulfuric acid plant, and deferred stripping are shown by Year of operation in Table 0-6. Mining sustaining capital costs are mainly mobile equipment replacement costs. Sustaining capital in the plant areas includes expansions to the heap leach pad in Years 4, 6 and 7. There are no anticipated sustaining capital costs for the Gunnison SX-EW, since improvements to these facilities will be covered in operating maintenance costs. The sulfuric acid plant has $72 million in capital improvements planned in Years 6 and 7. Deferred stripping costs occurs in Year 1 through Year 12.

Table 0-6: Gunnison Project Sustaining Capital Costs by Year

Operating Cost

Mine Operating Costs

The LOM mine operating cost per lb over the LOM is $0.81/lb Cu plus the equipment leasing cost of $0.06/lb Cu, resulting in a full mine operating cost of $0.87/lb Cu.

Mine operating costs are summarized by material type: mineralized material, alluvium waste, and hardrock waste (sedimentary) in Table 0-7. Pre-production mine operating costs of $211.7 million and deferred stripping costs of $346.2 million are included in Table 0-7 below but are applied as Capital costs. The total mining cost per short ton of mineralized material not including equipment lease payments is $5.02, which equates to $1.02/lb Cu. After subtracting the pre-stripping and deferred stripping costs, the total mined operating cost is $0.87/lb Cu.

Table 0-7: Summary of Mine Operating Costs

Notes:

Plant Operating Costs

Table 0-8 shows the average and Life of Mine (LOM) operating costs breakdown for the processing plants. The heap leaching cost of $0.24/lb Cu includes crushing, conveying, and leaching costs. In operating Year 8, the leach pad will include sulfide material that will be treated using enhanced heap leaching circuit which will include crushing and reagent additions. This incremental cost will add $0.07/lb Cu to the heap leaching cost. The SX-EW plant costs ($0.19/lb Cu) include all costs beyond the PLS pond to the production of cathode copper. Operating costs include operating labor, reagents, power, maintenance labor and spare parts, and operating supplies and services.

Table 0-8: Summary Process Operating Cost

General and Administrative Operating Costs

General and Administrative (G&A) costs include labor and fringe benefits for administration and support personnel and other support expenses. G&A expenses are shown in Table 0-9 in $ thousands.

Table 0-9: Summary General and Administrative Operating Cost

Sulfuric Acid Plant

The Gunnison Project requires a sulfuric acid plant. The annual operating costs for the sulfuric acid plant, power plant, and associated facilities is $38.3 million or $36.46 per ton sulfuric acid and $0.26 per pound of copper produced. The actual sulfuric acid plant costs are included in the heap leach and SX-EW costs as components of the reagent costs. The low cost of sulfuric acid is mainly due to the power credit from selling cogenerated power back to the utility. The acid plant operating costs are summarized in Table 0-10.

Table 0-10: Sulfuric Acid Plant Costs – Open Pit

Reclamation and Closure Cost

The Gunnison Project will require the reclamation and closure of several elements. Three main components comprise the reclamation costs:

These costs are accounted for in the financial model as sustaining capital costs. In the current FS, reclamation costs have been refined and are now accounted for as expenses (operating costs). The reclamation and closure costs used in the financial model are estimated to be $93.0 million. Bonding fees are estimated to be $0.4 million. These costs are summarized in Table 0-11 below.

Table 0-11: Summary Reclamation and Closure Cost

Economic Analysis

The financial evaluation presents the determination of the Net Present Value (NPV), payback period (time in years to recapture the initial capital investment), and the Internal Rate of Return (IRR) for the Gunnison Project. Annual cash flow projections were estimated over the life of the operation based on the estimates of capital expenditures and production cost and sales revenue. The sales revenue is based on the production of a copper cathode for open pit mining.

New facilities include Crushing-Conveying system, the Heap Leach Pad, SX-EW plant, the facilities at the Mine Services Area, the ancillary buildings located at the SX-EW plant, and the sulfuric acid plant.

Infrastructure changes include realignment of Interstate 10 in the vicinity of the Gunnison open pit, rerouting/relocating the powerlines and substations for the new Gunnison SX-EW and installation of the rail spur into the Gunnison property and the railyard.

The sulfuric acid plant has been upsized from 1,650 stpd to 3,000 stpd to meet the new acid demand for the heap leach option.

Plant Production Statistics

The design basis for the SX-EW process plant production is 175 mppa of cathode copper divided from one new SX-EW plant built in a single construction stage. Average annual full-rate production is projected to be approximately 150.6 million pounds of copper cathode over the 18-year life of mine and 167.3 million pounds per year over the first 16 years. Total production for the life of the operation is projected at approximately 2,712 million pounds of copper.

Copper Sales

The copper cathodes are assumed to be shipped to buyers in the US market, with sales terms negotiated with each buyer. The financial model assumptions are based on experience with copper sales from similar operations in the US.

Initial Capital

The initial capital cost estimate for the Gunnison project, exclusive of open pit development is shown in Table 0-12 below. The estimated initial capital cost for the project is $1,342.6 million. The financial indicators have been calculated assuming 100% equity financing of the initial capital. Any acquisition cost or expenditures, such as property acquisition, permitting, and study costs, prior to project authorization have been treated as “sunk” cost and have not been included in the analysis.

Table 0-12: Initial Capital Requirement

Sustaining Capital

A schedule of capital cost expenditures during the production period was estimated and included in the financial analysis under the category of sustaining capital. The total life of operation sustaining capital is estimated to be $876.1 million. This capital will be expended from Year 1 through Year 16.

Working Capital

A 15-day delay of receipt of revenue from sales is assumed for accounts receivables. A delay of payment for accounts payable of 30 days is also incorporated into the financial model. An allowance for initial replacement parts inventory for the plant is also included. All the working capital is recaptured at the end of the mine life and the final value of these accounts is zero.

Revenue

Annual revenue is determined by applying estimated metal prices to the annual payable metal estimated for each operating year. Sales prices have been applied to all life of operation production without escalation or hedging. The revenue is the gross value of payable metals sold before treatment charges and transportation charges. The average copper price used in the evaluation is $4.12/lb for the life of the mine.

Total Operating Cost

The average cash operating cost over the life of the operation is estimated to be $1.42 per pound of copper produced, excluding the cost of the capitalized pre-production leaching. Cash operating cost includes process plant operations, water treatment, and general administrative cost. Table 0-13 below shows the estimated operating cost and other production costs by area per pound of copper produced.

Table 0-13: Life of Operation Operating + Production Costs

Total Cash Cost

Total Cash Cost is the Total Operating Cost plus royalties, property tax, severance tax, salvage value, and reclamation and closure costs. The average Total Cash Cost over the life of the operation is estimated to be $1.69 per pound of copper produced.

Royalty

There are four entities that are entitled to royalties: the State of Arizona, Greenstone, Altius and Bowlin Travel Centers, Inc. The State has a flat royalty of 5.5% on copper produced from State land.

The Greenstone royalty is paid at the rate of 3.0% of the value of copper produced while the Altius royalty is paid at a rate of 1.50%. Bowlin Travel Centers, Inc. has been granted a 1% gross revenue royalty on any copper mined and processed from an area that it has optioned to Gunnison Arizona.

Royalties for the life of the operation are estimated at $526.2 million and average $0.19 per pound of copper recovered.

The minor Bowlin royalty which amounts to approximately $500,000, was not included in the cash flow analysis. It translates to $0.002/lb Cu over the LOM.

Property and Severance Taxes

Property and severance taxes are estimated to be $141.4 million and average $0.05 per pound of copper recovered. Property taxes were estimated to be approximately $3.5 million per year during production, totaling

$54.2 million for the life of the operation. Severance taxes are calculated as 2.5% of net proceeds before taxes from mining. Severance taxes are estimated to be approximately $87.2 million for the life of the operation.

Reclamation and Closure

An allowance for reclamation and closure costs is estimated to be $93.0 million ($0.034/lb copper cathode). Reclamation and closure activities are assumed to occur for 3 years beginning the year after mining has ceased.

Income Taxes

Taxable income for income tax purposes is defined as metal revenues minus operating expenses, royalty, property and severance taxes, reclamation and closure expense, depreciation, and depletion. The combined federal and state corporate income tax rate in Arizona is 25.9 percent and is applied to ‘taxable income’ derived from the Gunnison Project.

Income taxes are estimated by applying state and federal tax rates to taxable income. The primary adjustments to taxable income are tax depreciation and the depletion deduction. Income taxes estimated in this manner total

$700.7 million for the life of the Gunnison Project.

Net Present Value (NPV) and Internal Rate of Return (IRR)

The economic analysis for the Gunnison Project, before taxes, indicates an Internal Rate of Return (IRR) of 22.8% and a payback period of 3.8 years. The Net Present Value (NPV) before taxes is $1.54 billion at an 8% discount rate using the mid-year convention. The economic results after taxes indicates that the Gunnison Project has an IRR of 20.9% with a payback period of 4.1 years. The NPV after taxes is $1.26 billion at an 8% discount rate using the mid-year convention. The analysis assumes 100% equity financing.

Table 0-14: Economic Results

The PEA is preliminary in nature and 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. There is no certainty that the conclusions reached in the PEA will be realized. Mineral resources that are not mineral reserves do not have demonstrated economic viability. The project’s after-tax economic results show greatest sensitivity to copper price fluctuations, followed by initial capital expenditures and operating cost changes. Table 0-15, Figure 0-2 and Figure 0-3 below illustrate these sensitivities.

Table 0-15: Sensitivity Analysis – Open Pit

Figure 0-2: Open Pit NPV Sensitivity – After Tax

Figure 0-3: Open Pit IRR Sensitivity – After Tax

Adjacent Properties

The Gunnison Project lies within the porphyry copper metallogenic province of the southwestern United States. It is located in the Cochise Mining District, which is dominated by Cu-Zn skarns. With the acquisition of the Johnson Camp Mine, GCC now controls a majority of historical producing properties in the district. Tungsten and minor lead-silver-gold have been produced in adjacent properties in the district. In particular, tungsten has been historically produced in the area west of the Gunnison Project in the northern half of the Texas Canyon quartz monzonite stock before and during World War I. Lead-silver was also historically produced from Paleozoic limestones in the Gunnison Hills east of the Gunnison Project in the early 1900s (Cooper and Silver, 1964). Mineralization on adjacent properties is not necessarily indicative of the mineralization on the Gunnison Project. The author has relied on reports by others (as referenced) for the information presented in this section of the technical report and has been unable to verify the information.

Interpretation and Conclusions

A production schedule has been developed using input from independent consultants and existing Gunnison Project data. The production schedule anticipates recovery of 85% of the mineral resources in the mine plan resulting in production of 2,712 million pounds of cathode copper over a mine life of 18 years.

The economic analysis indicates an after-tax NPV of $1,260 million at a 8% discount rate with a projected IRR at 20.9%. Payback is anticipated in 4.1 years of production. The economics are based on a $4.10/lb copper price with a premium of $0.02/lb added for producing Grade A cathode copper, a design copper production rate of 167 mppa for 18 years. Direct operating costs are estimated at $1.42/lb of copper, inclusive of Mining Operating costs. Initial CAPEX totals $1,342 million, which includes the mine, Gunnison SX-EW plant, leach pad and ponds, acid plant, rail spur, and owner’s costs. Sustaining capital costs of $876 million are projected for mine fleet replacement and additions to the leach pad.

The PEA is preliminary in nature and 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. There is no certainty that the conclusions reached in the PEA will be realized. Mineral resources that are not mineral reserves do not have demonstrated economic viability.

Risks

Gunnison Project risks for the open pit include slope stability, blasting costs, mine design complication, copper recovery problems, leach pad flow problems in the leach pad, acid consumption underestimate, permitting difficulties, and interstate relocation cost and complications. Recommendations are provided to investigate potential risk items or advance mitigation strategies. Many of these risks can be addressed by investigations in subsequent phases of the study and design processes, including geotechnical investigations and additional metallurgical test work. Further investigation regarding the cost and process of relocating the interstate highway can mitigate that risk.

Opportunities

Several opportunities have been identified which could enhance the viability and economic attractiveness of the Gunnison Project. Opportunities include higher copper recoveries than predicted, increases in the price of copper, identification of additional resources, reduced acid costs, consolidation savings, mining exposed sulfide mineralization, and reductions to capital costs, particularly in the initial stage of operation. Other opportunities include concurrent mining of the Strong & Harris project, potential in-pit leaching, monetization of mined gravel and limestone and discovery of additional resources from exploration drilling.

Recommendations

Based on the results of this PEA, it is recommended that GCC consider proceeding with a Pre-feasibility Study (PFS) of the Gunnison Project which is expected to be completed late 2026 (subject to appropriate financing). A feasibility study will be proposed on successful completion of the PFS.

Additional drilling for resource verification and geotechnical coverage is recommended to support mine planning. Updating the acid plant design for the selected capacity is also recommended. Additional planning and costing work are required to establish the schedule and costs for the relocation of Interstate 10 and the addition of the rail spur to the Union Pacific Railroad.

Additional drilling will be required for metallurgical studies. Pilot metallurgical heap leach testing is recommended to investigate the recovery kinetics and flow characteristics for the heap leach design. In addition, mineralized material sorting studies are recommended to determine the effectiveness and economics. A mine plan, heap leach design, SX-EW design and highway move design are necessary to complete the PFS. GCC has proposed a list and budget for additional work that will support the pre-feasibility study shown in Table 0-16.

Table 0-16: Gunnison Project Pre-feasibility Budget

Johnson Camp Mine

The following represents the summary of the JCM Technical Report dated effective March 12, 2025 prepared by John Woodson, PE, SME-RM, Jeffrey Bickel, CPG, Abyl Sydykov, PhD, PE, Dr. Terence P. McNulty, PE, DSc, R. Douglas Bartlett, CPG, Jacob Richey, PE and Thomas M. Ryan, PE. Unless specifically noted otherwise, the following disclosure regarding the Johnson Camp Mine has been prepared under the authority and supervision and with the consent of the authors, each a “qualified person” within the meaning of NI 43-101. The full JCM Technical Report is incorporated by reference into this AIF and is available under Gunnison’s corporate profile on SEDAR+ at www.sedarplus.ca. All references in this summary to Sections are to the Sections of the JCM Technical Report.

Summary

M3 Engineering & Technology Corporation (“M3”) was commissioned by Gunnison Copper Corp. (“GCC”) to prepare a technical report in accordance with the Canadian National Instrument 43-101 standards for reporting mineral properties, for the Johnson Camp Mine Heap Leach Project (the “JCM Project” or the “Project”) in Cochise County, Arizona, USA. Gunnison Copper Corp. has restarted mining, heap leaching and processing through solvent extraction-electrowinning as a result of Nuton’s decision to proceed with and fund an industrial-scale demonstration of its bio-heap leaching technology on primary sulfides (the Nuton Demonstration). Nuton, a Rio Tinto venture, has a portfolio of proprietary nature-based leaching technologies and capabilities that offer the potential to economically unlock copper through bio-heap leaching, including from primary sulfide resources. The plant was upgraded in 2019 and 2020 to treat Pregnant Leach Solutions (PLS) solutions from the Gunnison In-Situ Recovery (ISR) Project located nearby to effect copper recovery by SX-EW, producing salable copper cathodes. For this project, a new leach pad, Pad 5, is presently being constructed. The Nuton Demonstration is expected to include 3 years of mining and 5 years of leaching. Simultaneously, run-of-mine (“ROM”) material not treated with Nuton™ technologies will be mined and leached on a separate portion of the leach pad. All PLS solutions will be processed at the existing Johnson Camp SX-EW facility.

The Johnson Camp Mine is located about 65 miles east of Tucson, Arizona, on the southeastern flank of the Little Dragoon Mountains in the Cochise Mining District. The property is within the copper porphyry belt of Arizona. The Johnson Camp Mine contains two open pit mines, the Burro pit and the Copper Chief pit, that contain copper oxide, transition, and sulfide mineralization with associated molybdenum (not recovered by heap leaching), in potentially economic concentrations. Mining by a former owner, Nord Resources Corporation (“Nord”), ceased in 2012.

The JCM Project mine plan includes mining of oxide, transition and sulfide materials from the Burro pit for 3 years and heap leaching for an additional 2 years to produce copper cathode at a capacity of up to 25 million pounds per annum (“mppa”). Heap leaching of primary sulfide copper using Nuton’s proprietary technology is proposed for a portion of the leach material described in the technical report.

To restart the Johnson Camp Mine, construction of a new heap leach pad, Pad 5, which is fully permitted has been initiated. Leach pad construction is planned to be complete and irrigation started in less than one year. Piping of PLS and raffinate lines from Pad 5 to the JCM ponds also fits within this time frame.

GCC is using a contract miner for all mining-related activities, crushing and agglomerating, and placement of material on the leach pads. GCC is using GCC staff for heap leach management, SX-EW operation, and general site management.

GCC is using RESPEC, Independent Mining Consultants, Call & Nicholas, Clear Creek Associates, and M3 Engineering to prepare the technical report. All consultants have experience with the JCM property and the capability to support the JCM Project.

The costs are based on 1st quarter 2025 U.S. dollars.

Key Data

The key results of this study are as follows.

Property Description and Location

The JCM Project is located in Cochise County, Arizona, approximately 65 miles east of Tucson in the historic Johnson Camp mining district. Figure 0-4 is a general location map and property location near the I-10 freeway.

Source: GCC, 2025

Figure 0-4: JCM Project Location Map

The JCM Project is held by GCC through its wholly owned subsidiaries Excelsior Mining Arizona, Inc. (“GCAZ”) and Excelsior Mining Holdings, Inc. (“GCH”). Acquisition of the Nord Resources Corporation assets took place through a court-appointed receiver in December 2015.

On July 31, 2023, GCC announced that it had entered into an option agreement (“Nuton Option Agreement”) with Nuton to further evaluate the use of its Nuton™ copper heap leaching technologies (Nuton™ technologies) at Johnson Camp. Under the Nuton Option Agreement, GCC remains the operator and Nuton funds GCC’s costs associated with a two-stage work program at Johnson Camp.

The Nuton Option Agreement required that if Nuton proceeds to Stage 2, it would make a US$5 million payment to GCC for the use of existing infrastructure at the Johnson Camp mine for the Stage 2 work program. Nuton is also responsible for funding all of GCC’s costs associated with Stage 2. On May 15, 2024, GCC announced that Nuton had elected to proceed to Stage 2 of the existing Nuton Option Agreement.

After the completion of Stage 2, Nuton will have the right to exercise the option to joint venture and form a joint venture with GCU for Johnson Camp per mutually agreeable terms whereby Nuton would hold an initial 49% and GCC an initial 51%. The purpose of the joint venture is to continue the development of the Johnson Camp Mine using Nuton™ technologies. Should Nuton not exercise the option to form a joint venture, Nuton and GCC will discuss in good faith Gunnison’s continued use of the Nuton™ technologies at the Johnson Camp Mine subject to certain licensing terms and conditions to be agreed.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

The JCM Project is located in a sparsely populated, flat to slightly undulating ranching and mining area about 65 road miles east of Tucson, Arizona. The Tucson metropolitan area is a major population center (approximately 1,000,000 persons) with a major airport and transportation hub and well-developed infrastructure and services that support the surrounding copper mining and processing industry. The nearby towns of Benson and Wilcox, along with Tucson, can supply sufficient skilled labor for the JCM Project.

Access to the JCM Project is via the Interstate (I-10) freeway from Tucson and Benson to the west or Willcox to the east. The Johnson Camp Mine can be accessed from the Johnson Road exit along 1.5 miles of improved dirt roads north of I-10.

The elevation on the property ranges from 4,500 to 5,500 feet above mean sea level in the eastern Basin and Range physiographic province of southeastern Arizona. The climate varies with elevation, but in general the summers are hot and dry, and winters are mild.

Vegetation on the property is typical of the upper Sonoran Desert and includes bunch grasses, yucca, mesquite, and cacti.

History

Modern mining and leaching operations at the Johnson Camp Mine began in the 1970s by Cyprus Minerals. Successor owners and operators include Arimetco, who mined JCM in the 1980s-early 90s, North Star, Summo Minerals, and Nord Resources Corporation (Nord) who commenced mining in 2009 until 2012. Nord mined fresh material until mid-2010 and maintained leaching operations until late 2015, when the property was purchased by GCC.

Geological Setting and Mineralization

The Johnson Camp Mine is located within the Mexican Highland region of the Basin and Range province, which is characterized by fault-bounded mountain ranges, with large intrusions forming the cores of the ranges. The JCM Project lies on the eastern edge of the Little Dragoon Mountains within the Cochise mining district. The Little Dragoon Mountains are an isolated, fault bounded horst block comprised of rocks spanning from 1.4 billion years ago (Ga) Pinal Group schists to Holocene sediments. The southern portion of the Little Dragoon Mountains consists predominately of the Texas Canyon Quartz Monzonite of Tertiary age, whereas the Pinal Group schists and a sequence of Paleozoic sedimentary units dominate the northern half of the range. At Johnson Camp, the important Paleozoic host is the Cambrian Abrigo Formation. The Texas Canyon Quartz Monzonite is porphyritic intrusion that crops out to the southwest of the Burro Pit at the Johnson Camp Mine.

Several deformations have occurred in the area with the most recent being the latest Cretaceous-Paleocene Laramide Orogeny compression, followed by Miocene and younger Basin and Range extension that has modified the topography to its current appearance.

The stratigraphy of the Burro pit and Copper Chief pit includes, from lowest to highest, Pioneer shale, diabase sill, Bolsa quartzite, three members of the Abrigo formation, and the Martin dolomite. Most mineralization is hosted in the lower and middle members of the Abrigo formation.

Moderate to intense calc-silicate alteration including garnet, epidote, and diopside are common in various assemblages, most intense calc-silicate alteration in the Lower and Middle Abrigo formations. Pervasive quartz veining occurs in both the Abrigo Formation and underlying Bolsa Quartzite throughout the Johnson Camp Mine area. Quartz vein orientations are typically sub-parallel to the stratigraphic units.

Primary copper mineralization at the Johnson Camp Mine is dominantly found along bedding planes or in veins and replacements as chalcopyrite along with quartz and pyrite, closely associated with skarn and calc-silicate alteration in the rock. The host formations are generally within the Bolsa Quartzite, Diabase Units, Lower and Middle Abrigo Formations. Oxidized mineralization consists of chrysocolla, malachite, copper limonite, and manganiferous wad; decreases with depth; but penetrates faults and stratigraphic contacts. Supergene chalcocite and occasional native copper occur generally below the oxidized zone. Below the supergene zone, the mineralization transitions to primary sulfides with local zones of supergene mineralization.

Deposit Types

The Johnson Camp Mine copper deposit is a type of copper skarn. The copper skarn at Johnson Camp and collectively in the Cochise mining district is presumably related to the Texas Canyon Quartz Monzonite. Copper skarns generally form in calcareous shales, dolomites, and limestones peripheral or adjacent to the margins of diorite to granite intrusions that range from dikes and sills to large stocks or phases of batholithic intrusions, and frequently are associated with mineralized intrusions. Copper mineralization forms along structurally complex and fractured rocks and convert the calcareous shales and limestones to andradite-rich garnet assemblages near the intrusive body, and to pyroxene and wollastonite rich assemblages at areas more distal to the intrusive that are subject to retrograde alteration with mineral hydrated silicate assemblages that overprint earlier garnet and pyroxene.

Mineralization at Johnson Camp occurs approximately 500 ft northeast of known occurrences of the Texas Canyon Quartz Monzonite intrusion as proximal skarn related to a porphyry copper system. This assumption is supported by the high abundance of garnet-epidote alteration in the mineralized zones, and the characterization of the deposits in numerous historical publications.

Exploration

Open pit mining commenced in 1975 by Cyprus and replaced the underground mining operations following the completion of an exploratory drilling program that defined the reserve of the Burro deposit. Cyprus and Arimetco collectively drilled 254 holes within both the Burro and Copper Chief pits. In 1999, Nord focused drilling exploration efforts on prospective targets outside of the pits that added no copper mineralization could be classified as reserves. GCC completed an exploration drilling program in 2022, and a metallurgical drill program in 2023 and 2024, aimed to define sulfide zones and collect samples of sulfide material for column tests.

Drilling

The Johnson Camp Mine database contains 390 drill holes total 135,600 feet of drilling. Several drilling campaigns and operators span the contents of the database. Based on RESPEC’s current knowledge, historical operators of the campaigns include Cyprus Mining (187 drill holes), Arimetco (83 drill holes), Nord (31 drill holes), Sumitomo (12 drill holes), and 16 drill holes were completed by an operator unknown to RESPEC. GCC drilled 77 holes. Drilling is concentrated in and immediately around the historically producing open pits. Table 0-17 is a breakdown of the drilling and operators in the Johnson Camp Mine area.

Table 0-17: Summary of Johnson Camp Drilling

The drilling sampling procedures provided samples that are representative and of sufficient quality for use in the resource estimations discussed in Section 14. The QP is unaware of any sampling or recovery factors that materially impact the mineral resources discussed in Section 14 of the technical report.

There is a general lack of down-hole deviation survey data for the historical holes in the Johnson Camp Mine area. The paucity of such data is not unusual for drilling done prior to the 1990s, the lack of deviation data contributes a level of uncertainty as to the exact locations of drill samples at depth. However, these uncertainties are mitigated to a significant extent by the vertical orientation of nearly all drill holes, and the open-pit nature of any potential future mining operation that is based in part on data derived from the historical holes.

Sample Preparation, Analysis and Security

All of the historical drilling, sample preparation and analysis of the samples presented in the technical report was under the control of the previous property owners. GCC drilled seventy-seven holes between 2022 and 2024 and conducted core-duplicate sampling in 2016 and 2017.

The laboratory sample preparation and analysis procedures used by the previous owners of the deposits are unknown; however, major commercial laboratories using best practices at the time completed the majority of analyses. Additionally, most of the historical data were generated by well-known mining companies.

The data, information, samples, and core from the deposits have been under the control and security of AzTech Minerals since November 2006 and then GCC since October 2010. The original Information and samples are stored at GCC’s core storage facility in Casa Grande, with numerous copies held by GCC at its Phoenix, Arizona office.

The certification status of some of the historical analytical laboratories is not known. Southwestern Assayers and Chemists is the predecessor to Skyline. Mr. Bickel believes the historical labs were independent commercial laboratories that were widely recognized and used by the mining industry at that time.

Documentation of the methods and procedures used for historical sample preparation, analyses, and sample security, as well as for quality assurance/quality control procedures and results, is incomplete and in many cases not available. Despite this, some of the historical assay certificates have been preserved and GCC was able to reasonably duplicate the original results (described in section 12.2.4 of the technical report). The QP is satisfied that the historical analytical data are adequate to support the current resources, interpretations, conclusions, and recommendations summarized in the technical report.

GCC’s sample preparation and analyses were performed at a well-known certified laboratory, and the sample security and QA/QC procedures are adequate to support the current resources, interpretations, conclusions, and recommendations summarized in the technical report.

Data Verification

Data verification, the process of confirming that data has been generated with proper procedures, has been accurately transcribed from the original source and is suitable to be used, has been performed by Mr. Bickel through reviews of original data and certificates, drill core, a site visit, and audits and analyses of GCC’s drill-hole database. As a part of the verification of historical assays, RESPEC also analyzed core-duplicate data generated by GCC in 2016 and 2017 and compared the results to historical assays. The results are discussed in Section 12 of the technical report. There were no limitations on, or failure to conduct, the data verification for the technical report other than those discussed in this technical report. Mr. Bickel has verified that the JCM Project data are adequate as used in the technical report, most significantly to support the estimation and classification of the mineral resources reported herein.

Mineral Processing and Metallurgical Testing

Metallurgical testwork has been conducted in numerous campaigns by previous operators and owners including Superior Oil, Quintana Minerals, Phelps Dodge, Magma Copper, Arimetco, and Nord Resources. Testwork included many rounds of bottle roll and column testing. Early test programs indicated that total sulfuric acid consumption (before the electrowinning credit) will be approximately 9 lb H2SO4/lb of copper dissolved, that average PLS grade will be as high as 1.5 gpl Cu, and that about 65% of the total copper will dissolve, while as much as 95% of the ASCu could dissolve after sufficient contact time. This prior test work did not include augmented sulfide and transitional mineral leaching.

Nord Resources conducted eight column tests in 2011 on crushed and agglomerated material and 35 column tests in 2012 on crushed material minus 1” and minus 6”. Of these columns, 23 provided useful results to determine copper recovery and acid consumption. The column testing programs are described in Section

13.2.1. The results of some of the column tests produced ambiguous results regarding acid consumption (higher with a 6” crush than a 1” crush).

Lacking recent laboratory testing and comparison of results with current heap performance, a precise estimation of near-term operating results requires further test work. However, for the purpose of this study it is not unreasonable to expect up to 86% ASCu extraction, up to 76% CNCu extraction.Net acid consumptions in pounds per ton of mineralized ROM material are expected to be as follows: Upper Abrigo, 70; Middle Abrigo, 70; Lower Abrigo, 26, and Bolsa Quartzite, 22. For minus 1-inch crushed and agglomerated heap feed, the net acid consumption will be about 35% higher for each lithology.

GCC management, in collaboration with an industry-leading organization that is developing heap leaching applications to primary copper sulfide mineralization, have launched a sampling and metallurgical column testing program for material from the Burro pit, focusing on sulfide and mixed sulfide/transition/oxide mineralization. As the JCM pits deepen and non-ASCu copper minerals begin to overtake predominantly non-sulfide species, total copper extraction will decline, and the rate of extraction will diminish. Biologically-augmented heap leaching at elevated temperatures is designed to counteract this effect.

Mineral Resource Estimate

The mineral resource estimation for the Johnson Camp Mine was completed for disclosure in accordance with NI 43-101 with an effective date of November 05, 2024. The Johnson Camp Mine mineral resources are classified in order of increasing geological and quantitative confidence into Inferred, Indicated, and Measured categories in accordance with the “CIM Definition Standards - For Mineral Resources and Mineral Reserves” (2014). All mineral resources in this estimate are classified as Inferred. A full description of the Johnson Camp mineral resource estimation methodology is presented in Section 14 of the technical report.

The Johnson Camp Mine copper resources were modeled and estimated using information provided by GCC. The information is derived from historical core holes drilled by Cyprus Mining, Arimetco, Summo USA Corp., and Nord Resources Corp. The drill hole database also includes analyses performed by GCC on the historical core.

Mineral domains were modeled by RESPEC to respect the lithologic and structural interpretations of the deposit. Following statistical evaluation of the drillhole data, mineral domains were modeled on cross sections for total copper (“TCu”). Low-, mid-, and high-grade domains were modeled for total copper and were numbered 100, 200, and 300, respectively. Grade domains were interpreted based on copper grade domains that ideally correspond to the underlying geology. The grade domain ranges are shown in Table 0-18 below:

Table 0-18: Grade Domain Ranges

Soluble copper ratios were estimated within the total copper domains and lithologic units and used to calculate a soluble copper grade. A full description of the soluble copper estimate is in Section 14.6.2 of the technical report.

Mineral resources were estimated for total copper (“TCu”), acid-soluble copper (“ASCu”), cyanide-soluble copper (“CNCu”), and sulfide copper (“CuS”). Once the final estimate was complete, a pit optimization using the inputs described in Section 14.10 of the technical report were applied to the resource to evaluate if it has reasonable prospects for economic extraction. The contained resources within the cut-off grade defined by the pit optimization are given in Table 0-19.

Table 0-19: Johnson Camp Mineral Resources

(0.12% TCu cut-off)

Table 0-20 provides a breakdown of tons and grade of the JCM mineral resources by oxidation groups defined in modeling at a cut-off grade of 0.12% TCu that fit within the simulated economic pit shell.

Table 0-20: Johnson Camp Mineral Resources by Oxidation Group

(0.12% TCu cut-off)