Annual Information Form to Stockholders of Augusta Resource Corp.
July, 2002
During the year ended December 31, 2000, the Issuer experienced mediocre exploration results, low commodity prices and the overall poor market conditions, which resulted in the inability by the Issuer to raise sufficient financing to maintain its properties. The Issuer was forced to write-off all of its mining assets located in Mexico and the United States.
During the year ended December 31, 2001, due to the overall depressed market environment for junior resource companies, the Issuer was basically inactive. Subsequent to the year ended December 31, 2001,the Issuer entered into agreements to acquire various levels of interests (from 10% to 100%) in thirteen separate blocks of land claims aggregating over 1.6 million acres of land located in the Coronation Diamond District, Nunavut, Canada (refer to the headings �Significant Acquisitions and Dispositions� and �Narrative Description of the Business� herein for particulars).
� on January 25, 2002, the Issuer received acceptance from the TSX Venture Exchange (�TSX Venture�) to settle debts aggregating $57,072 by the issuance of a total of 570,720 common shares at a deemed price of $0.10 per share, which shares were issued on January 25, 2002. This debt was with a company in which a director of the Issuer has a 25% interest;
� on January 31, 2002 the Issuer negotiated a private placement of 1,125,000 units at a price of $0.20 per unit for gross proceeds of $225,000. Each unit will consist of one common share and one nontransferable share purchase warrant, each warrant being exercisable into one common share at a price of $0.22 per share for a period of two years from the date of issuance. This private placement is subject to acceptance from TSX Venture ;
� on February 27, 2002, the Issuer received acceptance from TSX Venture to settle debts aggregating $50,000 by the issuance of a total of 333,000 common shares at a deemed price of $0.15 per share, which shares were issued on March 1, 2002 and are subject to a hold period expiring July 1, 2002;
� on March 5, 2002 the Issuer entered into a Fiscal Advisory Agreement with Canaccord Capital Corporation whereby Canaccord agreed to assist the Issuer in seeking equity financings, providing marketing and business consultations and certain other services. In consideration therefor, the Issuer agreed to issue Canaccord Agent's Warrants to purchase up to 350,000 common shares of the Issuerat $0.20 per share for a period of one year from the date of issuance. This transaction is subject to acceptance by TSX Venture.
� on March 12, 2002 the Issuer entered into an Option Agreement with Ashton Mining (Northwest Territories) Ltd., a wholly-owned subsidiary of Ashton Mining of Canada Inc., on a 138,000 acre property in Nunavut (the �BH Property�). This Agreement was subsequently replaced by an Agreement dated May 17, 2002 (see the May 17, 2002 entry below for further particulars);
� on March 13, 2002, the Issuer received acceptance from TSX Venture to a private placement of 300,000 units at a price of $0.25 per unit for gross proceeds of $75,000. These units were issued on March 20, 2002, each unit consisting of one common share and one non-transferable share purchase warrant, each warrant being exercisable into one common share at a price of $0.25 per share on or before March 21, 2004. The shares and any shares issued on exercise of the warrants are subject to a hold period expiring July 21, 2002;
� on April 8, 2002, the Issuer received acceptance from TSX Venture to a private placement of 1,900,000 common shares at a price of $0.10 per share for gross proceeds of $190,000. Theseshares were issued on April 8, 2002 and are subject to a hold period expiring August 8, 2002;
� on April 26, 2002, the Issuer received acceptance from TSX Venture to a private placement of 500,000 units at a price of $0.25 per unit for gross proceeds of $125,000. These Units were issued on May 7, 2002, each unit consisting of one common share and one non-transferable share purchase warrant, two warrants being exercisable into one common share at a price of $0.25 per share on or before May 7, 2003. In connection with this private placement, 50,000 units at a price of $0.25 per unit were issued on May 7, 2002 as a commission, each unit consisting of one common share and one non-transferable share purchase warrant, two warrants being exercisable into one common share at a price of $0.25 per share on or before May 7, 2003. The shares and any shares to be issued on exercise of the warrants will be subject to a hold period expiring September 8, 2002;
� on April 30, 2002 the Issuer received acceptance from TSX Venture to a bridge loan from Canaccord Capital Corporation in the amount of $100,000. The loan is to be repaid from a forthcoming private placement or a public offering. In consideration for the loan, on May 10, 2002 the Issuer issued to Canaccord Capital Corporation 40,000 common shares at a deemed price of $0.25 per share and 80,000 share purchase warrants, each warrant entitling the holder to purchaseone additional common share, exercisable for a period of two years from the date of issuance at $0.25 per share, expiring May 10, 2004. These shares and any shares issued on exercise of the warrants are subject to a hold period expiring September 11, 2002;
� on May 17, 2002, the Issuer entered into five Option and Joint Venture Agreements with Ashton Mining (Northwest Territories) Ltd. (�Ashton�), a wholly owned subsidiary of Ashton Mining of Canada Inc. regarding the AG, AW, JUQ, TE and WS properties. The Issuer holds options to earn 100% interests in each of these properties. Under the terms of these agreements, including an agreement relative to the BH Property which was announced March 12, 2002 and for which the terms have been amended to correspond to the five new agreements, the Issuer agreed to fund aPhase I exploration program that Ashton will conduct during the 2002 exploration season. Upon completion of Phase I, Ashton will have the option to earn a 60% working interest in the properties by spending up to an aggregate maximum amount of $8,713,000 not later than April 30, 2006. Upon earning these interests, Ashton will carry the Issuer for a further aggregate maximum amount of $750,000 of exploration expenditures under the terms of the relative joint venture agreements. These transactions are subject to acceptance by TSX Venture . Refer to the headings �Significant Acquisitions and Dispositions� and �Narrative Description of the Business� herein for further particulars.