Legal

    Legal

    This website (the “Site”) is owned and operated by Ero Copper Corp. Where we say “we”, “us”, “our”, the “Company”, or “Ero”, we mean Ero Copper Corp. and/or one or more or all of its affiliates, as may be applicable. By using the Site, you agree to the following terms and conditions.

    Ero updates the information on the Site regularly. However, such information is not intended to be a comprehensive review of all matters and developments concerning Ero and Ero cannot guarantee the accuracy, currency or completeness of the information at all times and assumes no responsibility in this regard.

    Cautionary Statement on Forward-Looking Information

    The Site contains “forward-looking information” within the meaning of applicable Canadian securities laws. Forward-looking information includes statements that use forward-looking terminology such as “may”, “could”, “would”, “will”, “should”, “intend”, “target”, “plan”, “expect”, “budget”, “estimate”, “forecast”, “schedule”, “anticipate”, “believe”, “continue”, “potential”, “view” or the negative or grammatical variation thereof or other variations thereof or comparable terminology. Such forward-looking information includes, without limitation, statements with respect to Mineral Reserve and Mineral Resource estimates; targeting additional Mineral Resources and expansion of deposits; the capital and operating cost estimates and the economic analyses (including cash flow projections) from the Vale do Curaçá Technical Report and the Boa Esperança Technical Report; the Company’s expectations, strategies and plans for the Vale do Curaçá Property and the Boa Esperança Property, including the Company’s planned exploration, development and production activities and the expected performance of the Pilar Mine; the results of future exploration and drilling, estimated completion dates for certain milestones and the Company’s plans with respect to the Vermelhos Mine; successfully adding or upgrading Mineral Resources and successfully developing new deposits; the costs and timing of future exploration and development; the timing and amount of future production at the Vale do Curaçá Property, the Boa Esperança Property and the NX Gold Property; the timing, receipt and maintenance of necessary approvals, licenses and permits from applicable governments, regulators or third parties, including, a new Environmental License and the issuance of an Operation License with respect to the Vermelhos Mine; the Company’s plans regarding the sale of NX Gold; expectations regarding consumption, demand and future price of copper; future financial or operating performance and condition of the Company and its business, operations and properties, including expectations regarding liquidity, capital structure, competitive position and payment of dividends; the potential reorganization of the Company’s debt; the possibility of entering judgments outside of Canada; expectations regarding future currency exchange rates; the Common Shares being “qualified investments” under the Income Tax Act (Canada) and its regulations; plans regarding the Company’s compensation policy and practices; plans regarding the future composition of the Board; and any other statement that may predict, forecast, indicate or imply future plans, intentions, levels of activity, results, performance or achievements.

    Forward-looking information is not a guarantee of future performance and is based upon a number of estimates and assumptions of management in light of management’s experience and perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances, including, without limitation, assumptions about: favourable equity and debt capital markets; the ability to raise any necessary additional capital on reasonable terms to advance the production, development and exploration of the Company’s properties and assets; future prices of copper and other metal prices; the timing and results of exploration and drilling programs; the accuracy of any Mineral Reserve and Mineral Resource estimates; the geology of the Vale do Curaçá Property and the Boa Esperança Property being as described in the Vale do Curaçá Technical Report and the Boa Esperança Technical Report, respectively; production costs; the accuracy of budgeted exploration and development costs and expenditures; the price of other commodities such as fuel; future currency exchange rates and interest rates; operating conditions being favourable such that the Company is able to operate in a safe, efficient and effective manner; political and regulatory stability; the receipt of governmental, regulatory and third party approvals, licenses and permits on favourable terms; obtaining required renewals for existing approvals, licenses and permits on favourable terms; requirements under applicable laws; sustained labour stability; stability in financial and capital goods markets; availability of equipment; positive relations with local groups and the Company’s ability to meet its obligations under its agreements with such groups; and satisfying the terms and conditions of the Company’s current loan arrangements. While the Company considers these assumptions to be reasonable, the assumptions are inherently subject to significant business, social, economic, political, regulatory, competitive and other risks and uncertainties, contingencies and other factors that could cause actual actions, events, conditions, results, performance or achievements to be materially different from those projected in the forward-looking information. Many assumptions are based on factors and events that are not within the control of the Company and there is no assurance they will prove to be correct. 

    Furthermore, such forward-looking information involves a variety of known and unknown risks, uncertainties and other factors which may cause the actual plans, intentions, activities, results, performance or achievements of the Company to be materially different from any future plans, intentions, activities, results, performance or achievements expressed or implied by such forward-looking information. Such risks include, without limitation:

    • copper prices are volatile and may be lower than expected;
    • mining operations are risky;
    • mining operations require geologic, metallurgic, engineering, title, environmental, economic and financial assessments that may be materially incorrect and thus the Company may not produce as expected;
    • geological, hydrological and climatic events could suspend mining operations or increase costs;
    • actual production, capital and operating costs may be different than those anticipated;
    • the construction and start-up of new mines is subject to a number of factors and the Company may not be able to successfully complete new construction projects;
    • currency fluctuations can result in unanticipated losses;
    • the successful operation of the Vale do Curaçá Property and the successful development and operation of the Boa Esperança Property depend on the skills of the Company’s management and teams;
    • operations during mining cycle peaks are more expensive;
    • title to the Vale do Curaçá Property and/or the Boa Esperança Property may be disputed;
    • the Company may fail to comply with the law or may fail to obtain or renew necessary permits and licenses;
    • compliance with environmental regulations can be costly;
    • social and environmental activism can negatively impact exploration, development and mining activities;
    • the mining industry is intensely competitive;
    • inadequate infrastructure may constrain mining operations;
    • the Company may incur losses and experience negative operating cash flow for the foreseeable future;
    • although regularly maintained, MCSA’s aging infrastructure could lead to increased costs or reduced production;
    • fluctuations in the market prices and availability of commodities and equipment affect the Company’s business;
    • a failure to maintain satisfactory labour relations can adversely impact the Company;
    • the Company’s insurance coverage may be inadequate to cover potential losses;
    • it may be difficult to enforce judgments and effect service of process on directors and officers;
    • the directors and officers may have conflicts of interest with the Company;
    • the MCSA acquisition and the NX Gold acquisition (the “Acquisitions”) and future acquisitions may require significant expenditures and may result in inadequate returns;
    • failures of information systems or information security threats can be costly;
    • the Company may be subject to costly legal proceedings;
    • the Company will incur increased costs as a result of complying with the reporting requirements, rules and regulations affecting public issuers;
    • the Boa Esperança Property is located in an underdeveloped rural area;
    • product alternatives may reduce demand for the Company’s products;
    • changes in climate conditions may affect the Company’s operations;
    • the Company is subject to restrictive covenants that limit its ability to operate its business;
    • the Company may not be able to continue on a going concern basis;
    • the Company’s Brazilian operations are subject to political and other risks associated with operating in a foreign jurisdiction;
    • the Company may be negatively impacted by changes to mining laws and regulations;
    • corruption and fraud in Brazil relating to ownership of real property may adversely affect the Company’s business;
    • the Company is exposed to the possibility that applicable taxing authorities could take actions that result in increased tax or other costs that might reduce the Company’s cash flow;
    • inflation in Brazil, along with Brazilian governmental measures to combat inflation, may have a significant negative effect on the Brazilian economy and also on the Company's financial condition and results of operations;
    • exchange rate instability may have a material adverse effect on the Brazilian economy;
    • the Company’s operations may be impaired as a result of restrictions to the acquisition or use of rural properties by foreigner investors or Brazilian companies under foreign control;
    • the Company has not obtained the National Institute for Colonization and Agrarian Reform’s approval for the Acquisitions;
    • the Company relies on international advisors and consultants;
    • recent disruptions in international and domestic capital markets may lead to reduced liquidity and credit availability for the Company;
    • the Company may expand into other geographic areas, which could increase the Company’s operational, regulatory and other risks;
    • the Company may be responsible for corruption and anti-bribery law violations;
    • investors may lose their entire investment;
    • there is no existing public market for the Common Shares;
    • dilution from equity financing could negatively impact holders of Common Shares;
    • the TSX may delist the Company’s securities from its exchange, which could limit investors’ ability to make transactions in the Company’s securities and subject the Company to additional trading restrictions;
    • equity securities are subject to trading and volatility risks;
    • sales by existing shareholders can reduce share prices;
    • the Company does not intend to pay dividends;
    • public companies are subject to securities class action litigation risk;
    • if securities or industry analysts do not publish research or publish inaccurate or unfavourable research about the Company’s business, the price and trading volume of the Common Shares could decline; and
    • global financial conditions can reduce the price of the Common Shares.

    Although the Company has attempted to identify important factors that could cause actual actions, events, conditions, results, performance or achievements to differ materially from those described in forward-looking information, there may be other factors that cause actions, events, conditions, results, performance or achievements to differ from those anticipated, estimated or intended. See “Risk Factors” in Ero’s most recently filed Prospectus (available under our profile at www.sedar.com) for a discussion of certain factors investors should carefully consider before deciding to invest in Ero.

    The Company cautions that the foregoing lists of important assumptions and factors are not exhaustive. Other events or circumstances could cause actual results to differ materially from those estimated or projected and expressed in, or implied by, the forward-looking information contained on the Site. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information.

    These risk factors are not intended to represent a complete list of the factors that could affect us and the reader is cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking statements. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.

    Forward-looking statements are provided for the purpose of providing information about management’s expectations and plans relating to the future. We disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law. All of the forward-looking statements contained on the Site are qualified by these cautionary statements. Additional information about the risks and uncertainties concerning forward-looking statements and material factors or assumptions on which information contained in forward-looking statements is based is provided in our filings with the securities regulators of Canada including, but not limited to, our most recently filed Prospectus and our most recently filed annual MD&A or any subsequently filed interim MD&A, available under our profile at www.sedar.com.

    Disclosure of Mineral Reserves and Mineral Resources

    Readers are advised that National Instrument 43-101 of the Canadian Securities Administrators requires that each category of mineral reserves and mineral resources be reported separately. Readers should refer to our most recently filed Prospectus and other continuous disclosure documents filed by us available at www.sedar.com for this detailed information, which is subject to the qualifications and notes set forth therein. The technical information about our mineral properties (other than exploration activities) provided by the Site has been prepared under the supervision of and approved for disclosure by Rubens Mendonça, MAusIMM, who is a “qualified person” within the meaning of National Instrument 43-101.

    Cautionary Note to U.S. Investors

    In Canada, an issuer is required to provide technical information with respect to mineralization, including reserves and resources, if any, on its mineral exploration properties in accordance with Canadian requirements, which differ significantly from the requirements of the SEC applicable to registration statements and reports filed by U.S. companies pursuant to the U.S. Securities Act or the U.S. Exchange Act.  As such, information contained on this Site or in any document of the Company concerning descriptions of mineralization under Canadian standards may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements of the SEC. 

    The terms “mineral reserve”, “proven mineral reserve” and “probable mineral reserve” are Canadian mining terms as defined in accordance with Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) — CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended. These definitions differ from the definitions in Industry Guide 7 (“Industry Guide 7”) under the U.S. Securities Act. Under Industry Guide 7 standards, a “final” or “bankable” feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority.

    In addition, the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are defined in and required to be disclosed by NI 43-101; however, these terms are not defined terms under Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves. “Inferred mineral resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable. Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC standards as in place tonnage and grade without reference to unit measures.

    Accordingly, information contained in documents of the Company on the Site which contain descriptions of any mineral deposits may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.  U.S. investors are cautioned that the reserves presented in the Canadian Prospectus, while in compliance with Canadian standards and regulations, may not meet the requirements of reserve disclosure under SEC guidelines.

    Exclusion of Liability

    Ero shall not be liable for any claims, expenses, damages (including direct, indirect, special or consequential damages), loss of profits, opportunities or information arising from:

    • the use of or reliance on information contained in the Site;
    • any inaccuracy or omission in such information or failure to keep the information current;
    • use of any third party websites linked to the Site;
    • any Internet software used in connection with the Site or computer viruses or other destructive programs encountered as a result of using the Site; and
    • any other matter connected with the Site; even if Ero is made aware of the possibility of such claims, expenses, damages or losses.

    Ero Not Responsible for Internet Software or Computer Viruses

    Due to technical difficulties inherent in the Internet, Internet software or transmission problems could produce inaccurate or incomplete copies of information contained on the Site. Computer viruses or other destructive programs may also be inadvertently downloaded from the website. Ero shall not be liable for Internet software, computer viruses or destructive programs and recommends that you install appropriate anti-virus or other protective software.

    Stock Quotes and Metal Pricing

    Data is provided by Yahoo Finance and London Metal Exchange for information purposes only, and is not intended for trading purposes. Ero shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon. Stock quotes are delayed 20+ minutes.  Metal price quote is delayed from the previous trading day's closing.

    Ero Not Responsible for Linked Websites

    Ero provides links to third party websites for your convenience only and the inclusion of these links does not imply that Ero monitors or endorses these websites. Accordingly, Ero accepts no responsibility for such websites.

    Website is Provided as a Service Only

    The Site is not intended as a solicitation or offering of securities in any jurisdiction and the information contained herein in no way should be construed or interpreted as such. No securities commission or other regulatory authority in Canada or any other country or jurisdiction has in any way passed upon this information and no representation or warranty is made by Ero to that effect. The information on the Site is not intended to modify, qualify, supplement or amend information disclosed under corporate and securities legislation of any jurisdiction applicable to Ero and should not be used for the purpose of making investment decisions concerning Ero securities. Printed copies of public disclosure documents may be obtained from the Vice-President, Investor Relations at Ero.

    Privacy Statement

    Personal Information We Collect and How We Use It

    You may visit the Site without providing any personal information.  However, if you choose to subscribe to our email list, we will collect your name and email address.  We use this information to send you press releases, quarterly and annual reports, presentations and other information concerning Ero Copper and its affiliates and partners. 

    Cookies and Other Tracking Technologies

    We may use cookies and other tracking technologies to collect certain technical information about your visit to our Site.  This information may include the name of the Internet service provider and the Internet Protocol (IP) address through which you access the Internet, the type of operating system you are using, the date and time you accessed the Site, the pages of the Site that you visited, the website you visited directly before or after visiting our Site and information about your geographic location.

    We use this information to understand how our visitors use the Site and to customize the Site to your particular preference or interests. We may also use technologies in the emails that we send that tell us whether you opened, forwarded or clicked on links in the emails.

    You may be able to adjust your browser settings to block cookies or to notify you before a cookie is set.  If you block cookies, certain Site functionality may not be available to you.

    We may provide links to third party websites on our Site.  These links are for convenience only and these websites are not operated or controlled by Ero Copper.  Any personal information you provide on these websites will be subject to the third party’s privacy statement. We recommend that you review a website’s privacy statement before visiting or providing information through such websites.

    Disclosure of Your Personal Information

    We may transfer personal information to outside agents or service providers (including affiliates acting in this capacity) that perform services on our behalf, such as website hosting, marketing, analytics and data hosting or processing.  Some of these service providers or affiliates may be located outside of Canada, including in the United States and Brazil.  While outside of Canada, personal information will be subject to applicable foreign laws, which may permit government and national security authorities to access information in certain circumstances.

    We may use and disclose personal information to parties connected with the proposed or actual financing, securitization, insuring, sale, assignment or other disposal of all or part of Ero Copper or our business or assets, for the purposes of evaluating and/or performing the proposed transaction.  Assignees or successors of Ero Copper or our business or assets may use and disclose your personal information for similar purposes as those described in this privacy statement.

    We may disclose personal information as necessary to meet legal, regulatory, industry self-regulatory, insurance, audit, and security requirements, and as otherwise with your consent or as permitted or required by law.

    Access, Correction, Contacting Us and Your Choices

    You may withdraw your consent to our collection, use or disclosure of your personal information at any time (subject to any contractual or legal restrictions).

    You may request access to or correction of your personal information in our custody or control. Your right to access or correct your personal information is subject to applicable legal restrictions.  We may take reasonable steps to verify your identity before granting access or making corrections.

    If you wish to exercise any of these rights, or have any questions or concerns about our personal information handling practices, you may write to our General Counsel, Deepk Hundal, at:

    1050 - 625 Howe Street

    Vancouver, BC

    Canada, V6C 2T6

    info@erocopper.com

    Security

    We take reasonable steps to protect your personal information using physical, electronic or procedural security measures appropriate to the sensitivity of the information in our custody or control, which may include safeguards to protect against loss or theft, as well as unauthorized access, disclosure, copying, use or modification.

    Privacy Statement Changes

    We may revise this privacy statement from time to time.  We encourage you to review this privacy statement frequently to obtain the current version.  Your continued provision of personal information or use of our Site following any changes to this privacy statement constitutes your acceptance of any such changes. 

    This privacy statement is effective as of October 23,2017

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