Legal Notice and Cautionary Statements

The terms and conditions in this Legal Notice and Cautionary Statements document constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”, “You”, “Your”, “your”, “user” or “User”) and K92 Mining Inc. and its licensors and affiliates (collectively, “We”, “we”, “Us”, “us”, “Our”, “our”, the “Company”, “K92” or “K92 Mining”). Please read the following terms and conditions of use in this Legal Notice and Cautionary Statements (“Terms of Use”) carefully before using this website, k92mining.com or affiliated sites providing K92 Mining services (collectively the “Site”). By using the Site, you acknowledge that you have read the Terms of Use and that you accept and will be bound by the Terms of Use. If you do not agree to the Terms of Use, do not use the Site.

The Terms of Use may be amended from time to time without notice to you. Any updated, revised or amended terms will be effective immediately upon the updated, revised or amended terms being posted to the Site or by us otherwise making them available to you. You should periodically revisit the Site to review the then-current Terms of Use governing your use of the Site and determine if you wish to continue accessing the Site.

This Site is being provided for information purposes only and does not constitute or form part of, and should not be construed as, an offer or invitation to sell or any solicitation of any offer to purchase or subscribe for any securities of K92 Mining in Canada, the United States or any other jurisdiction. Trading in the securities of the Company should be considered highly speculative.

FORWARD LOOKING INFORMATION

Certain statements, beliefs and opinions in this Site are “forward looking information” within the meaning of applicable Canadian securities legislation (“forward-looking statements”), including, but not limited to, any information relating to the Company’s future financial or operating performance contained in graphs, tables and charts; the realization of the preliminary economic assessment for the Kainantu Gold Mine; the generation of further drilling results; expectations of future cash flows; expectations of future production results; expected success of the proposed plant expansion; and potential expansion of mineral resources. All statements in this Site that address events or developments that we expect to occur in the future are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, although not always, identified by words such as “expect”, “plan”, “anticipate”, “project”, “target”, “potential”, “schedule”, “forecast”, “budget”, “estimate”, “intend” or “believe” and similar expressions or their negative connotations, or that events or conditions “will”, “would”, “may”, “could”, “should” or “might” occur.

Forward-looking statements are based on estimates and assumptions as of the date of this Site regarding K92’s future financial or operating performance that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied and which are beyond the Company’s ability to control or predict. Forward-looking statements contained in this Site regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future and are not guarantees of future performance.

Information contained herein is based on certain factors and assumptions regarding: there being no significant disruptions affecting the Company’s operations; political and legal developments in Papua New Guinea being consistent with the Company’s current expectations; the accuracy of K92’s mineral reserve and mineral resource estimates; exchange rates between the Canadian dollar and U.S. dollar, and the Papua New Guinea Kina, being consistent with current levels; prices for key supplies being consistent with current levels; equipment, labour and materials costs increasing on a basis consistent with K92’s expectations; all required permits, licenses and authorizations being obtained from the relevant governments and other relevant stakeholders within the expected timelines and the absence of material negative comments during the applicable regulatory processes; the market price of the Company’s securities; metal price; taxation; the estimation, timing and amount of future exploration and development; capital and operating costs; the availability of financing; the receipt of regulatory approvals; environmental risks; title disputes; failure of plant, equipment or processes to operate as anticipated; accidents; labour disputes; claims and limitations on insurance coverage; the impact of COVID-19 on the Company and other risks of the mining industry. In addition, there are risks and hazards associated with the business of mineral exploration, development and mining, including environmental events and hazards, industrial accidents, unusual or unexpected formations, pressures, cave-ins, and flooding and gold bullion losses, and the risk of inadequate insurance or inability to obtain insurance to cover these risks. Risks and certain other material assumptions regarding such forward-looking statements are discussed herein, in K92’s annual management’s discussion and analysis (“MD&A”) and Technical Reports filed on SEDAR at www.sedar.com and available on this Site. The list is not exhaustive and although the Company has 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 that should be considered carefully.

Accordingly, all the forward-looking statements contained herein are qualified by these cautionary statements. K92 expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, events or otherwise, except in accordance with applicable laws. No person should place undue reliance on forward-looking statements, which speak only as of the date of this Site.

NATIONAL INSTRUMENT 43-101

The material property of the Company is the Kainantu Gold Mine, Papua New Guinea (the “Kainantu Gold Mine” or the “Project”). Unless otherwise stated, scientific and technical information concerning the Project is summarized, derived or extracted from the following technical report (the “Technical Report”) prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”):

  • “Independent Technical Report Mineral Resource Update and Preliminary Economic Assessment for Expansion of the Kainantu Mine to treat 1 MTPA from the Kora Gold Deposit, Kainantu, Papua New Guinea” by Australian Mine and Development, Nolidan Mineral Consultants, H&S Consultants and Mincor Pty. Ltd., with an effective date of April 2, 2020.

The Technical Report has been filed with Canadian securities regulatory authorities in the provinces of British Columbia and Alberta and is available for review on this Site and on the Company’s profile on SEDAR at www.sedar.com.

Readers are reminded that results outlined in the Technical Report for the Project is preliminary in nature, include inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves and there is no certainty that the preliminary economic assessment outlined in the Technical Report will be realized.

Readers are further cautioned that mineral resources that are not mineral reserves do not have demonstrated economic viability.

All scientific and technical information contained on this Site has been reviewed and approved by Mr. Andrew Kohler, PGeo, K92’s Mine Geology Manager and Mine Exploration Manager, and a Qualified Person as defined by NI 43-101.

Readers are also advised to refer to the latest annual information form of the Company as well as other continuous disclosure documents filed by the Company on SEDAR at www.sedar.com, for detailed information (including qualifications, assumptions and notes) regarding the mineral reserve and mineral resource information contained on this Site.

NON-IFRS MEASURES

This website includes certain terms or performance measures commonly used in the mining industry that are not defined under International Financial Reporting Standards (“IFRS”), including “cash operating costs”, “earnings before interest, taxes, depreciation and amortization” (“EBITDA”), and “all-in sustaining costs” (“AISC”). Non-IFRS measures do not have any standardized meaning prescribed under IFRS, and therefore they may not be comparable to similar measures employed by other companies. The data presented is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS and should be read in conjunction with K92’s consolidated financial statements. Readers should refer to K92’s MD&A under the heading “Non-IFRS Performance Measures”, available on SEDAR at www.sedar.com and this Site, for a more detailed discussion of how the Company calculates such measures and a reconciliation of certain measures to IFRS terms.

CAUTIONARY NOTE TO US INVESTORS

Information regarding mineral resource estimates has been prepared in accordance with the requirements of Canadian securities laws, which differ from the requirements of United States Securities and Exchange Commission (“SEC”) Industry Guide 7. In October 2018, the SEC approved final rules requiring comprehensive and detailed disclosure requirements for issuers with material mining operations. The provisions in Industry Guide 7 and Item 102 of Regulation S-K, have been replaced with a new subpart 1300 of Regulation S-K under the U.S. Securities Act of 1933, as amended, and will become mandatory for SEC registrants after January 1, 2021. The changes adopted are intended to align the SEC's disclosure requirements more closely with global standards as embodied by the Committee for Mineral Reserves International Reporting Standards (CRIRSCO), including Canada's NI 43-101 and CIM Definition Standards. Under the new SEC rules, SEC registrants will be permitted to disclose "mineral resources" even though they reflect a lower level of certainty than mineral reserves. Additionally, under the new SEC rules, mineral resources must be classified as “measured”, “indicated”, or “inferred”, terms which are defined in and required to be disclosed by NI 43-101 for Canadian issuers and are not recognized under SEC Industry Guide 7. An “Inferred Mineral Resource” has a lower level of confidence than that applying to an “Indicated Mineral Resource” and must not be converted to a Mineral Reserve. It is reasonably expected that the majority of “Inferred Mineral Resources” could be upgraded to “Indicated Mineral Resources” with continued exploration. Accordingly, the mineral resource estimates and related information may not be comparable to similar information made public by United States companies subject to the reporting and disclosure requirements under the United States federal laws and the rules and regulations thereunder.

PRIVACY POLICY

You acknowledge and agree that your use of the Site is subject to the Privacy Policy of K92 Mining, available at https://k92mining.com/privacy-policy/, the terms of which appear on the Site, as it may change from time to time. Our Privacy Policy applies to the collection, use and disclosure of your personal information, all as set out in that Privacy Policy.

You agree that the terms of such Privacy Policy are reasonable. You consent to the use of your personal information by K92 Mining in accordance with the terms of and for the purposes set forth in the Privacy Policy.

COOKIES

You acknowledge and agree that we may store personal and certain other information about you on your computer in the form of “cookies”. Such use of cookies is solely in connection with the operation of the Site. You acknowledge and agree that if you prohibit or restrict the placement of cookies on your computer, such prohibition or restriction may have an adverse effect on your use of the Site.

PROPRIETARY RIGHTS

The Site, its organization and design, and all information, images, artwork, text, video, audio, pictures, and other materials on the Site as well as the layout and design of the Site (collectively the “Content”) are protected by copyright and other proprietary rights, all of which are owned by or licensed to the Company. You may download information from the Site for your personal, non-commercial viewing, but you may not, directly or indirectly, otherwise copy, reproduce, republish, post, transmit, display, frame in another web page, perform, distribute, modify or create derivative works from the Content without the Company’s prior written approval. You do not acquire ownership rights to any Content by accessing or using the Site, and the Company’s posting of Content on the Site does not constitute a waiver of any right of the Company or any of its licensors or authors of the Content, in or to such Content.

At any time and without notice or liability, the Company may change any part of the Site including without limitation, any part or the whole of the Content. At any time, and in its sole and unfettered discretion, the Company may correct any part of the Site, including any errors or omissions in any portion of the Site, without notice or liability, provided however that the Company does not have a duty to do so.

The Company owns the Company’s logo, and all other Company trademarks and trade names appearing on the Site. Unless otherwise indicated, all other trademarks appearing on the Site are owned by third parties and are used by the Company under licence.

SUBMITTED CONTENT

All graphics, images, text, statements, feedback, comments or other information uploaded, posted, sent or otherwise made available or communicated by you directly to K92 Mining through the Site (collectively, the “Submitted Content”) will forever be the property of K92 Mining. YOU AGREE THAT K92 MINING SHALL BE FREE TO USE, COMPILE, PROCESS, ADAPT, DISCLOSE, REPRODUCE, LICENSE, DISTRIBUTE AND/OR OTHERWISE EXPLOIT THE SUBMITTED CONTENT AS K92 MINING SEES FIT IN ITS SOLE AND ABSOLUTE DISCRETION, ENTIRELY WITHOUT OBLIGATION OR RESTRICTION OF ANY KIND ON ACCOUNT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE. The Submitted Content, even if designated as confidential by you, shall not, absent a separate written agreement between K92 Mining and you, create any confidentiality obligation for K92 Mining, and K92 Mining will not be liable for any ideas for its business (including without limitation, product, service or advertising ideas) and will not incur any liability as a result of any similarities that may appear in future K92 Mining products, services or operations. Without limitation, K92 Mining will have exclusive ownership of all present and future existing rights to the Submitted Content of every kind and nature everywhere, and you hereby assign all such rights to K92 Mining.

NO SOLICITATION

The information on the Site is not intended to and does not constitute an offering of securities in any jurisdiction and is not to be construed as a recommendation to buy or sell securities in any jurisdiction. We are subject to the securities laws of various jurisdictions. Information disclosed or provided by us pursuant to the securities laws of those jurisdictions is not intended to be in any way qualified, amended, modified or supplemented by the information otherwise available in, through or on the Site and should not be used to make investment decisions involving our securities. Our filings can be viewed on SEDAR under the Company’s profile.

LINKS FROM THE WEBSITE

The Site may contain links to third-party websites or content posted on websites maintained by third parties. The Company provides such links for your convenience only and your linking to such websites or pages is at your own risk. You should review the applicable terms and policies, including privacy and data gathering practices, of any third party websites linked through the Site or to which you navigate from the Site. You acknowledge that in providing such links the Company: does not endorse any third party website or content contained on such website; does not act as an editor, publisher or disseminator of any content accessible through such links and neither controls nor monitors such content; does not make any representations or warranties of any kind regarding the links or the third party websites; is not responsible in any way for the accuracy, relevancy, completeness, timeliness or legality of any content accessible through such links; and is not responsible in any way for any damage or loss incurred as a result of your use of or reliance on any of the links. The Company is not liable in any way for content on a third party website that is linked from the Site, or that contains a link to the Site.

K92 MINING DOES NOT ACCEPT ANY RESPONSIBILITY OR LIABILITY IN RESPECT OF LINKED WEBSITES, NOR FOR THEIR CONTENT OR YOUR USE OF ANY CONTENT OR SERVICES OF LINKED WEBSITES.

DISCLAIMERS AND EXCLUSION OF LIABILITY

This Site and its Content are provided “as is” and “as available”. The Content is believed to be accurate at the time it is posted on the Site, but it is not independently reviewed or verified. The Content may not be accurate, complete or current and is not intended to be a comprehensive review of all matters and developments concerning K92 Mining.

While we may reference certain results, outcomes or situations on the Site and in connection with services made available through the Site, you understand and acknowledge that we make no guarantee as to the accuracy of the Content or any other material, documents, statements, or information contained on or made available through the Site, or the likelihood of success for you as a result of use of or access to the Content or other material, documents, statements, or information contained on or made available through the Site. We expressly disclaim any responsibility for any actions or omissions you choose to make as a result of accessing and using the Content or other material, documents, statements, or information contained on or made available through the Site.

The Company and its officers, directors, employees and representatives will not be liable to you or any other party for any damages of any kind including, without limitation, damages based on contract, negligence or other legal basis, including without limitation, indirect, special, consequential or incidental damages, lost profits, business interruption or other damages arising directly or indirectly from your use or misuse of the Site or the Content.

TO THE FULLEST EXTENT PERMISSABLE UNDER APPLICABLE LAW, THE COMPANY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED OR STATUTORY (INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND ACCURACY), IN ANY WAY ASSOCIATED WITH OR RELATED TO THE SITE AND THE CONTENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR ANYTHING POSTED TO THE SITE OR MADE AVAILABLE THROUGH THE SITE, THE CONTENT OF ANY WEBSITES LINKED TO THE SITE. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES DUE TO LOSS OF PROFITS OR BUSINESS INTERRUPTION) OR DUE TO THE USE OF OR INABILITY TO USE THE CONTENT OR ANY OTHER MATERIALS CONTAINED ON THIS SITE. ANY USE OR RELIANCE ON THE CONTENT OF THIS SITE IS AT YOUR SOLE RISK.

Without limiting the generality of the foregoing, K92 Mining will not be liable for any claims, expenses, damages (including direct, indirect, special or consequential), loss of profits or opportunities arising from:

  • the Site, including without limitation, the accuracy, reliability, currency, veracity or completeness of the Content,
  • use or reliance on Content in the Site,
  • delays, inaccuracies or errors in, or in the transmission of, any of the Content or any stock and metal price quotes or historical data,
  • any unauthorized access to or use of our secure servers and/or any personal information stored thereon,
  • any interruption or cessation of transmissions to or from the Site,
  • use of any third-party websites, including an information or content, linked to the Site,
  • internet software used in connection with the Site, or computer viruses, bugs or other destructive programs encountered as a result of using the Site, and
  • any other matter connected to the Content or the Site,

even if K92 Mining is made aware of the possibility of such claims, expenses, damages or losses.

You assume total responsibility and risk for your access to and use of the Site and the Content. You acknowledge that the Company is making the Site and the Content available to you in reliance upon your acceptance of the limitations and exclusions of liability and the disclaimers set out in these Terms of Use and that the same form a contract between you and the Company. You agree that the limitations and disclaimers will survive and continue to apply in the case of a fundamental breach or breaches, the failure of an essential purpose of this contract, the failure of any remedy or the termination or suspension of your use of the Site by the Company.

STOCK QUOTES AND OTHER INFORMATION

All stock and metal price quotes and historical data on the site are provided by third parties, are for informational purposes only, are delayed (unless otherwise stated) and are not intended for trading, business or financial purposes. The Company does not guarantee the sequence, accuracy or completeness of any stock and metal price quotes and historical data available on the Site or any linked website, or any other data displayed. The Company makes no representation or warranty regarding the timeliness, accuracy or completeness of any stock and metal price quotes and historical data and has not taken any steps to verify the adequacy, timeliness, accuracy or completeness of the information on the Site, and is not liable or responsible in any way for any delays, inaccuracies or errors in, or in the transmission of, any stock and metal price quotes and historical data.

JURISDICTION

These Terms of Use, your access to and use of the Site and the Content, and any claims made at law or in equity against the Company or its directors, officers, employees and representatives, arising out of such access or use or otherwise, will be governed by and construed and interpreted in accordance with the laws of British Columbia and applicable federal laws of Canada (without regard to conflict of law principles). The courts of British Columbia shall have exclusive jurisdiction over any dispute arising out of your use of this Site.

GENERAL

You agree to use the Site, any linked websites and any services available on or through the Site or linked websites only for lawful purposes and in a manner consistent with applicable local, national and international laws and regulations. You shall not post or transmit any material using the Site which, (1) violates or infringes in any way upon the rights of others, (2) is unlawful, threatening, abusive, defamatory, hurtful, invasive of privacy or publicity rights, vulgar, obscene, hateful, profane or otherwise objectionable, or (3) contains or links to software viruses or any other computer code, files or programs designed to (or that operates to) interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or otherwise interfere with or disrupt the Site. You may not, without our express written permission:

  1.  
  • use the Site in any manner that could damage, disable, overburden or impair the Site or interfere with any other entity’s use or enjoyment of the Site;
  • copy, adapt, alter, modify, mirror, alter, disassemble, decompile, reverse engineer, or translate any of the Content or the Site, in any form whatever;
  • use the Site and/or the Content to develop or create derivative works based on the Site and/or the Content;
  • except with our prior written consent, access or attempt to access password protected or secure areas of the Site; and/or
  • access the Site or the Content for any benchmarking or competitive purpose or for the purposes of carrying out any of the other acts prohibited in this paragraph.

If any part of these Terms of Use is unlawful, void or unenforceable, then that part is severable and will not affect the validity and enforceability of the remaining Terms of Use.

These Terms of Use supersede all previous communications, representations, warranties, understandings, and agreements, whether electronic, oral, or written, between you and us relating to the subject matter of these Terms of Use. Any modification of these Terms of Use must be agreed to in a writing signed by one of our authorized representatives, and must specifically reference these Terms of Use. We may modify the terms of these Terms of Use at any time.

Any reference to “agree”, “agrees”, “understand”, “understands”, “acknowledge”, “acknowledges”, or any “acknowledgement” by you in these Terms of Use, shall refer in all cases to your acceptance of these Terms of Use by making use of the Site.

The terms set out in this Legal Notice shall enure to the benefit of the Company, its employees, subsidiaries, affiliates and successors. The Company may assign its rights and duties under these Terms of Use at any time without notice to you. You may not assign your rights and duties set out in these Terms of Use to any individual or entity at any time without the prior written consent of the Company.