TVC Three Valley Copper Corp

(TSXV: TVC) (OTCQB: TVCCF) Three Valley Copper Corp. ("TVC" or the "Company") today announced its operating and financial results for the year ended December 31, 2021. The Company is focused on growing copper production from, and further exploration of, its primary asset, Minera Tres Valles SpA ("MTV"). Located in Salamanca, Chile, MTV is 95.1% owned by the Company and MTV's main assets are the Minera Tres Valles mining complex and its 46,000 hectares of exploratory lands. The Company's financial statements and management's discussion and analysis ("MD&A") are available at www.threevalleycopper.com and www.sedar.com.

Recent Highlights

Corporate

• On October 4, 2021, the Company delivered to the minority shareholder of MTV (the "Minority Shareholder") the required written notice of its intention to acquire the remaining interest in MTV held by the Minority Shareholder as per the call option notice requirements of the MTV shareholders' agreement.
• On October 20, 2021, the Company engaged an independent financial advisor to review and evaluate potential alternatives that may further maximize value for the shareholders of the Company. These alternatives included, inter alia, potential mergers, strategic partnerships, acquisition or dispositions of assets and/or refinancing or amending terms of MTV's long-term debt. To date, the strategic review process has not yet resulted in any binding offers being received by the Company.
• On November 25, 2021, the Company successfully closed a bought-deal offering (the "Bought-Deal Financing") and issued a total of 56,681,000 units (the “Units”) and 819,000 additional common share purchase warrants at an offering price of CAD$0.32 per Unit, for net proceeds of $13.2 million.
• Prior to the closing of the Bought-Deal Financing, the Company and its subsidiaries executed an undertaking agreement (the "Undertaking") with MTV's senior lenders (the "Lenders") to execute a binding agreement to amend the loan repayment terms of the amended senior secured prepayment facility (the "Amended Facility") on or prior to September 30, 2022. Under the terms of the Undertaking the Lenders have agreed not to accelerate or enforce their rights or remedies under the Amended Facility should MTV fail to (i) make scheduled loan repayments on March 31, 2022, June 30, 2022 and September 30, 2022 and/or (ii) replenish the operating reserve account to reestablish the minimum reserve as required under the Amended Facility (each, a "Specific Event of Default"). As per the terms of the Undertaking, the forbearance period is from November 22, 2021 to October 1, 2022. The Undertaking also provides that the net proceeds of the Bought-Deal Financing will not be used to repay any of the loans outstanding under the Amended Facility during the forbearance period. The Lenders will cease to be bound by the Undertaking should the Company not invest CAD$16.0 million, net of all fees and costs associated with the Bought-Deal Financing, into MTV between the closing of the Bought-Deal Financing on November 25, 2021 and April 30, 2022, if an event of default occurs under the Amended Facility other than a Specified Event of Default, or if the Company and the Lenders fail to enter into a definitive agreement by September 30, 2022, pursuant to which the loan repayment schedule in the Amended Facility is revised. The Company does not expect to fulfill its April 30, 2022 obligation under the Undertaking.
• Subsequent to the completion of the Bought-Deal Financing, the Company, through its indirectly held subsidiary (SRH Chile SpA), subscribed for additional common shares of MTV for approximately $8.6 million, resulting in the Company's indirect holding of MTV increasing from 91.1% to 95.1% effective December 6, 2021.
• On January 24, 2022, the Company announced it temporarily suspended operations at Don Gabriel and does not expect to resume production at Don Gabriel in 2022. Don Gabriel was previously expected to produce approximately 4,600 tonnes of copper cathode in 2022 which represented between 58% and 46% of the Company's preliminary production guidance for 2022 of 8,000 to 10,000 tonnes of copper cathode production. As a result, the Company retracted its revised preliminary operating outlook for 2022 and 2023. The suspension of operations at Don Gabriel resulted in the temporary halt of the start of block caving operations at Papomono.
• On March 7, 2022, the Company, with the support of the Lenders and the underground mining contractor, decided to start the operations of the Papomono block caving mine while discussions with the Lenders continue. The Lenders, together with the Company, expressed their intention to provide $11 million of super senior secured funds to MTV, the approvals for and terms of which are being finalized. To date, neither approvals nor any of the $11 million has been received by MTV and discussions with the Lenders continue.
• On March 31, 2022, MTV did not pay interest due to the Lenders and consequently effective that date the Company is in default with the terms of the existing Amended Facility and the Lenders may exercise their security rights and/or remedies pursuant to the terms of the Amended Facility. In addition, amounts due to the unsecured creditors of the JRA (as defined below) (the "Unsecured Creditors") on March 31, 2022 were postponed until June 30, 2022 with the approval of the Creditors' Committee representing the Unsecured Creditors of the Judicial Reorganization Agreement ("JRA").

Operations

• The Company continued to further advance the development of Papomono during the fourth quarter of 2021 completing its planned initial construction and developments in mid-January 2022.
• Copper cathode production in the fourth quarter of 2021 was 2.5 million pounds, consistent with copper cathode production in the third quarter. Total copper cathode production for 2021 was 9.3 million pounds (10.8 million pounds in 2020).
• Copper cathodes sales in the fourth quarter of 2021 were 2.3 million pounds, consistent with the third quarter, bringing total copper cathodes sales for the year to 8.9 million pounds (8.6 million pounds in 2020).
• The Company’s revised operating guidance for 2021 was to produce between 4,500 and 5,500 tonnes of copper cathodes. Actual production for 2021 was slightly lower than guidance at 4,209 tonnes which represents less than 25% of MTV’s overall copper cathode production capacity.
• For the year ended December 31, 2021, capital expenditures of $14.0 million were incurred related to Papomono expenditures.

Financial

• Reported annual gross loss of $21.4 million on a realized average copper price per pound1 of $3.70 compared to a gross loss of $10.8 million in 2020 on a realized average copper price per pound1 of $2.58.
• Adjusted EBITDA from continuing operations1 for the year was negative $4.2 million compared to negative $5.2 million in 2020.
• Net loss per share attributable to owners of the Company for the year was $0.68 compared to $0.60 in 2020.
• At December 31, 2021, held cash and cash equivalents of $13.7 million and cash and cash equivalents of approximately $8.2 million as at the date hereof, the majority of which is segregated at the public company, separate from MTV.

Going Concern / MTV Liquidation Risk

• The Company has incurred significant operating losses and negative cash flows from operations in recent years and has (i) an accumulated deficit of $288.6 million, and (ii) negative working capital of $59.1 million, as at December 31, 2021. Given the financial position of MTV and the occurrence of events of default after December 31, 2021, the total outstanding amounts under the Amended Facility and JRA have been classified as a current liability effective December 31, 2021. The Company will require further financing to meet its financial obligations, sustain its operations and ongoing capital projects in the normal course, secure the remaining non-controlling interest of MTV and expand its inventory of reserves and resources.
• The Company will need to raise capital in order to further support MTV's operations including additional sustaining capital requirements to fully support the ramp-up of Papomono during 2022. MTV currently operates in a high-cost environment and additional sources of capital will be required to execute MTV's planned operations. MTV does not have sufficient cash to support its operations through May 2022.
• There is no assurance that additional financing will be available on a timely basis or on terms acceptable to the Company. The Company has recently suspended mining operations at Don Gabriel and is in negotiations with the Lenders to amend the terms of the existing Amended Facility. There is no assurance that the negotiations will be successful and the Lenders may then exercise their security rights and/or remedies pursuant to the terms of the Amended Facility. This could force a liquidation event of MTV. The public company, TVC, is expected to continue as a going concern even if a liquidation event occurs at MTV.

Commenting on the results, Michael Staresinic, President and Chief Executive Officer of TVC stated, "This past quarter brought renewed excitement to the Company but also disappointment as we entered 2022. As we successfully closed a financing in late November 2021, we continued to make tremendous progress at Papomono completing its initial construction and development in mid-January 2022. However, as we moved into 2022, our excitement was dampened as the expected results of our Don Gabriel open pit for December and January fell short and with new drilling data that gave us a glimpse into the immediate future, we made a very difficult decision and announced on January 24, 2022 to temporarily suspend operations at Don Gabriel."

"This created a domino effect at MTV as the removal of Don Gabriel's projected positive cash flow source required us to pause the start of the block-caving operation at Papomono. The ramp-up of Papomono was to be supported by the financing proceeds of November 2021 and the profitable operations of Don Gabriel, the latter of which is not going to occur in 2022."

"Given the foreseeable liquidity issue, we immediately engaged with the Lenders and through constant dialogue we announced in early March 2022 that the Company, with the support of the Lenders and underground mining contractor, decided to start the operations of the Papomono block caving mine while discussions with the Lenders continued. Together with the Lenders, we expressed the intention to provide $11 million of super senior secured funds to MTV to support it over the next several months, and while these discussions continue in earnest, the approvals for and terms are not yet finalized. Without this proposed funding, MTV's operations will not be able to continue throughout May 2022 which could lead to a liquidation event of MTV."

"Our results for the fourth quarter were disappointing resulting in a net loss per share attributable to owners of the Company of $0.38 and $0.68 per share for the full year. However, assuming successful capital support for the execution of Papomono's planned ramp-up, MTV's operations are expected to improve during 2022 as additional drawpoints become accessible for the mining of Papomono's high-grade, low-cost ore. In the first quarter of 2022, MTV produced approximately 1,050 tonnes of copper cathode as we continue to process ore from third-party miners and draw down inventory."

"Even with the adversity that we have faced recently, the team remains focused at successfully executing the ramp-up of Papomono. This was always our focus and now that we are here, we believe that it is in all stakeholders' best interests to ensure that there is capital support for MTV. MTV has completed about half of the required first step before formal caving begins. Blasting the undercuts is ongoing and we expect to complete this first step in the latter half of May paving the way for the formal caving operation to begin."

"Much has been accomplished by the team in Chile during 2021 through a restart of mining operations all complicated by the complexities of COVID-19. The copper price has remained above $4 per pound for almost all of 2021 and has remained strong 2022 year-to-date. And the longer this trend continues, the more capital and attention the industry will attract. Three Valley Copper will not be overlooked. TVC is uniquely positioned among junior copper companies to take advantage of this coming cycle - fully built infrastructure, producing operations with defined deposits and, a rich land package in a very good neighborhood."

Operational Results Summary

	Three months ended						Year ended
Operating information	Dec. 31, 2021			Dec. 31, 2020			Dec. 31, 2021			Dec. 31, 2020
Copper (MTV Operations)
Total ore mined (thousands of tonnes)		81			57			631			408
Grade of ore mined (% Cu)		0.49	%		1.34	%		0.54	%		0.93	%
Total waste mined (thousands of tonnes)		623			57			1,981			910
Ore Processed (thousands of tonnes)		160			100			840			574
Cu Production (tonnes)		1,136			1,094			4,209			4,883
Cu Production (thousands of pounds)		2,505			2,411			9,280			10,765
Change in inventory ($000s)	$	(13,636	)		677		$	(3,209	)		(3,744	)
Cash cost of copper produced 1 (USD per pound)	$	7.03		$	2.85		$	4.44		$	2.77
Realized copper price 1 (USD per pound)	$	4.32		$	3.03		$	3.70		$	2.58

Ore Production

• Ore mined of 64,931 tonnes at a grade of 0.45% from Don Gabriel representing 80% of ore mined with the remainder of ore processed primarily from third-party small miners.
• Produced 2.5 million pounds of 99.99% pure copper cathodes at a cash cost per pound produced1 of $7.03.
• Sold 2.3 million pounds of copper cathodes at an average realized copper price per pound1 of $4.32.
• High unit costs were expected throughout 2021 and are expected during 2022 as the Company expects to operate below capacity until Papomono's ramp-up is complete.

Construction and Development of Papomono Masivo

• Progress continued as planned during the fourth quarter with initial construction completed mid-January 2022.
• Blasting of undercuts commenced early March 2022 with expected completion before the end of May 2022.

Exploration

• In January 2022, the Company temporarily suspended its exploration program but remains part of the longer-term plan for MTV.
• Significant strategic land package of over 46,000 hectares.
• With more than 100 copper outcrop occurrences and 70 artisanal mining sites with geological characteristics similar to that of the Papomono and Don Gabriel orebodies, together with near-term infill drilling opportunities, the Company believes there is significant exploration potential.

COVID-19

• MTV continued its vaccination campaign in October 2021, and at December 31, 2021, 60% of the workforce had received a booster shot. This increased to 85% at March 31, 2022.
• The Company continues its preventative, mitigating and containment measures to actively minimize the spread of COVID-19.

Financial Results Summary

	Three months ended						Year ended
Financial information (in thousands)	Dec. 31, 2021			Dec. 31, 2020			Dec. 31, 2021			Dec. 31, 2020
Revenue	$	10,042		$	6,003		$	32,915		$	23,703
Gross loss	$	18,329		$	1,204		$	21,399		$	10,750
Net loss from continuing operations	$	31,385		$	6,920		$	40,792		$	28,087
Net loss from discontinued operations	$	—		$	—		$	—		$	2,241
Net loss for the period	$	31,385		$	6,920		$	40,792		$	30,328
Net loss per share attributable to owners of the Company	$	0.38		$	0.12		$	0.68		$	0.60
EBITDA from continuing operations 1	$	(27,731	)	$	(4,137	)	$	(26,384	)	$	(16,832	)
Adjusted EBITDA from continuing operations 1	$	(4,622	)	$	(658	)	$	(4,182	)	$	(5,185	)
Write-down of inventory, net of reversals	$	14,284		$	856		$	16,758		$	4,297
Loss (gain) on portfolio investments	$	—		$	380		$	(107	)	$	1,674
Impairment of non-current assets	$	9,377		$	—		$	9,377		$	7,628
Loss (gain) on modification of debt	$	—		$	240		$	—		$	(3,247	)
Cash used in operating activities before working capital changes	$	(7,307	)	$	(2,416	)	$	(7,410	)	$	(6,828	)

Financial Results

Revenues of $10.0 million for the three months ended December 31, 2021 were generated predominantly from the sale of copper cathodes. Finished goods inventory at December 31, 2021 was approximately $3.6 million. Copper cathodes sold for the three months ended December 31, 2021 of 1,054 tonnes was higher than the comparative quarter in 2020 of 857 tonnes with their respective revenues based on an average realized copper price of $4.32 per pound and $3.03 per pound.

The Company reported a gross loss of $18.3 million for the three months ended December 31, 2021 primarily due to a significant increase in cost of sales. Cost of sales increased in the three months ended December 31, 2021, compared to the same quarter of 2020, mainly due to a $14.3 million write-down of inventory recognized as an increase to cost of sales (three months ended December 31, 2020: $0.9 million), more tonnes of copper cathodes sold, higher operating costs resulting from the underperformance of Don Gabriel, which delivered less ore tonnes at lower grades than forecasted, and a 116% increase in ore purchased from third party miners at higher prices.

Revenues of $32.9 million for the year ended December 31, 2021 were generated predominantly from the sale of copper cathodes. Copper cathodes sold for the year ended December 31, 2021 of 4,029 tonnes was higher than the comparative period in 2020 of 3,925 tonnes with their respective revenues based on an average realized copper price1 of $3.70 per pound and $2.58 per pound.

The Company reported a gross loss of $21.4 million for the year ended December 31, 2021 primarily due to a significant increase in cost of sales. Cost of sales increased in the year ended December 31, 2021, compared to 2020, mainly due to a write-down of inventory of $16.8 million that is recorded as an increase to cost of sales (year ended December 31, 2020: $4.3 million), higher operating costs as a result of the underperformance of Don Gabriel, which delivered less ore tonnes at lower grades than forecasted throughout 2021 and a 65% increase in ore purchased from third party miners at higher prices.

Finance expenses for the three and twelve months ended December 31, 2021 totaled $2.5 million and $9.3 million compared to $2.0 million and $6.5 million, respectively, in the comparative periods, as the average balance of the Company's long-term debt grew. Given the current grace period achieved for the long-term debt under MTV's restructuring in 2020, cash interest payments made during the three and twelve months ended December 31, 2021 amounted to $0.8 million and $2.7 million, respectively. The grace period expired December 31, 2021 and MTV did not make interest payments as required under the Amended Facility on March 31, 2022. In addition, amounts due to the Unsecured Creditors of the JRA on March 31, 2022 were postponed until June 30, 2022 with the approval of the Creditors' Committee representing the Unsecured Creditors of the JRA.

The Company reported a quarterly net loss attributable to owners of the Company of $29.8 million or $0.38 per share. Adjusted EBITDA1 from continuing operations for the three months ended December 31, 2021 was negative $4.6 million or $0.06 per share. For the comparable quarter in 2020, the Company reported a net loss attributable to owners of the Company of $3.9 million or $0.12 per share and Adjusted EBITDA from continuing operations1 of negative $0.7 million or $0.02 per share.

During the year ended December 31, 2021, the Company reported a net loss attributable to owners of the Company of $37.4 million or $0.68 per share. Adjusted EBITDA1 from continuing operations for the year ended December 31, 2021 was negative $4.2 million or $0.08 per share. For 2020, the Company reported a net loss attributable to owners of the Company of $20.1 million or $0.60 per share and Adjusted EBITDA from continuing operations1 of negative $5.2 million or $0.15 per share.

During the year ended December 31, 2021, cash used in operating activities was $12.0 million (cash used of $7.4 million before changes in non-cash components of working capital), compared with 2020 when cash used in operating activities was $6.2 million (cash used of $6.8 million before changes in non-cash components of working capital).

Cash Position, Working Capital and Net Debt

Cash and cash equivalents increased to $13.7 million at December 31, 2021 from $12.0 million at December 31, 2020 mainly due to $21.6 million of net proceeds from the issuance of common shares, $6.4 million of net proceeds from loans and borrowings and $0.4 million of net proceeds from the exercise of warrants, all partially offset by $12.0 million used in operating activities, $10.2 million of disbursed capital expenditures mainly related to the construction and development of Papomono, $2.7 million of interest payments, $0.7 million of lease repayments and a $0.6 million increase of restricted cash.

The Company has a working capital deficit1 of $59.1 million at December 31, 2021. The working capital deficit includes all amounts due to the Lenders and Unsecured Creditors as current liabilities. Cash position as at the date hereof is approximately $8.2 million with the majority of the cash held directly by TVC which is segregated from MTV.

The Company is substantially leveraged. The Company's net debt1 at December 31, 2021 was $60.8 million. The Company's debt position continued to increase as it capitalized interest and remained in a grace period (until December 31, 2021) for the majority of its debt (see the Undertaking in Recent Highlights previously).

Health and Safety

For the three months ended December 31, 2021, there was a minor injury that resulted in one Lost-Time Incident. The Company and MTV devote considerable time and effort to ensure that workers and contractors return safely to their families after each shift. Safety statistics are monitored and compared to the country and peer averages, and MTV pro-actively engages in education and assessment to achieve a goal of zero lost-time incidents.

Ongoing Arbitration

As previously disclosed, the Company is involved in an arbitration proceeding with the Minority Shareholder of MTV. The arbitration proceeding is continuing and no further material developments have occurred. The Company remains confident in its position and is monitoring the arbitration proceeding and its process closely.

Qualified Persons

The scientific and technical content contained in this news release is taken from the technical report (the "Technical Report") entitled “Minera Tres Valles Copper Project, Salamanca, Coquimbo Region, Chile NI 43-101 Technical Report” prepared by Dr Antonio Luraschi, RM CMC, Manager of Metallurgic Development and Senior Financial Analyst, Wood, Mr Alfonso Ovalle, RM CMC, Mining Engineer, Wood, Mr Michael G. Hester, FAusIMM, Vice President and Principal Mining Engineer, Independent Mining Consultants, Inc., Mr Enrique Quiroga, RM CMC, Mining Engineer, Q&Q Ltda, Mr Gabriel Vera, RM CMC, Metallurgical Process Consultant, GVMetallurgy, and Mr Sergio Alvarado, RM CMC, Consultant Geologist, General Manager and Partner, Geoinvestment Sergio Alvarado Casas E.I.R.L. all of whom were independent qualified persons as defined by NI 43-101 at the time the Technical Report was prepared. The Technical Report was filed by TVC on SEDAR (www.sedar.com) on December 14, 2018 and subsequently amended and restated on May 27, 2021. Readers are encouraged to read the Technical Report in its entirety.

About Three Valley Copper Corp.

TVC, headquartered in Toronto, Ontario, Canada is focused on growing copper production from, and further exploration of, its primary asset, Minera Tres Valles SpA. Located in Salamanca, Chile, MTV is 95.1% owned by the Company and MTV's main assets are the Minera Tres Valles mining complex and its 46,000 hectares of exploratory lands. For more information about TVC, please visit www.threevalleycopper.com.

Non-IFRS Performance Measures

"Cash costs", "EBITDA", "Adjusted EBITDA", "Realized copper price", "Working Capital", "Working Capital Deficiency", and "Net Debt" are non-IFRS performance measures. These non-IFRS performance measures do not have a standardized meaning prescribed by IFRS. These measures may differ from those used by, and may not be comparable to such measures as reported by, other issuers. The Company believes that these measures are commonly used by certain investors, in conjunction with conventional IFRS measures, to enhance their understanding of the Company’s performance. For further information and a detailed reconciliation of each non-IFRS measure used in this press release to the most directly comparable IFRS measure, please refer to the Company’s MD&A and accompanying TVC financial statements filed on SEDAR at www.sedar.com and the Reconciliation of Non-IFRS Performance Measures section in this press release.

Reconciliation of Non-IFRS Performance Measures

The Company uses certain performance measures in its analysis. These performance measures have no standardized meaning prescribed by IFRS. For additional details please refer to the Company's discussion of non-IFRS performance measures in the Company's MD&A for the year ended December 31, 2021 which is available on SEDAR at www.sedar.com.

Cash costs per pound produced can be reconciled as follows:

	Three months ended						Year ended
	Dec. 31, 2021			Dec. 31, 2020			Dec. 31, 2021			Dec. 31, 2020
Cost of Sales	$	28,371		$	7,207		$	54,314		$	34,453
Depreciation		(1,175	)		(806	)		(5,102	)		(4,794	)
Write-down of non-current portion of inventory		(9,196	)		—			(9,196	)		—
Non-site inventory (write-down) reversal		(1,021	)		108			107			635
Net change in copper cathodes inventory		738			425			1,488			(107	)
Transportation costs		(114	)		(71	)		(397	)		(382	)
C1 Cash costs of production		17,603			6,863			41,214			29,805
Pounds of copper produced (thousands)		2,505			2,411			9,280			10,765
Cash cost of copper produced (USD per pound)	$	7.03		$	2.85		$	4.44		$	2.77

EBITDA and Adjusted EBITDA can be reconciled as follows:

	Three months ended						Year ended
	Dec. 31, 2021			Dec. 31, 2020			Dec. 31, 2021			Dec. 31, 2020
Net loss from continuing operations	$	31,385		$	6,920		$	40,792		$	28,087
Add:
Finance expense		2,479			1,977			9,306			6,461
Depreciation		1,175			806			5,102			4,794
EBITDA from continuing operations		(27,731	)		(4,137	)		(26,384	)		(16,832	)
Write-down of inventory, net of reversals		14,284			856			16,758			4,297
Loss (gain) on portfolio investments		—			380			(107	)		1,674
Impairment of non-current assets		9,377			—			9,377			7,628
Unrealized foreign exchange (gain) loss		(561	)		1,998			(3,914	)		1,090
Stock-based compensation		9			5			88			205
Loss (gain) on modification of debt		—			240			—			(3,247	)
Adjusted EBITDA from continuing operations	$	(4,622	)	$	(658	)	$	(4,182	)	$	(5,185	)

Realized copper price per pound can be reconciled as follows:

	Three months ended						Year ended
	Dec. 31, 2021			Dec. 31, 2020			Dec. 31, 2021			Dec. 31, 2020
Revenue from copper cathodes	$	10,042		$	5,732		$	32,857		$	22,352
Pounds of copper sold (thousands)		2,324			1,889			8,884			8,649
Average realized copper price (USD per pound)	$	4.32		$	3.03		$	3.70		$	2.58

Working capital (deficiency) can be reconciled as follows:

	As at
	Dec. 31, 2021			Dec. 31, 2020
Cash and cash equivalents	$	13,656		$	11,961
Restricted cash		556			—
Trade and other receivables		1,705			1,020
Inventories		16,739			8,426
Prepaids and other current assets		1,528			3,647
Portfolio investments		2,101			2,145
Current assets		36,285			27,199
Current liabilities		95,398			12,072
Working capital (deficiency)	$	(59,113	)	$	15,127

Net debt can be reconciled as follows:

	As at
	Dec. 31, 2021			Dec. 31, 2020
Current portion of loans and borrowings	$	74,251		$	627
Loans and borrowings		218			65,623
Less: cash and cash equivalents		(13,656	)		(11,961	)
Net debt	$	60,813		$	54,289

Cautionary Statement Regarding Forward-Looking Information

Certain statements in this news release, contain forward-looking information (collectively referred to herein as the "Forward-Looking Statements") within the meaning of applicable Canadian securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify Forward-Looking Statements. In particular, but without limiting the foregoing, this news release contains Forward-Looking Statements pertaining to: ongoing and possible future events of default and the possibility of the liquidation of MTV; expressed intentions of the Company and the Lenders to provide additional capital to fund MTV; expectations regarding negotiations with the Lenders; future outcomes and expectations related to MTV's ongoing operations; the possibility of the Company acquiring the non-controlling interest of MTV and expanding its inventory of reserves and resources; impacts of a favorable copper price environment in the future; expectations regarding the costs and timing of Papomono's ramp-up, including timing of the start of formal caving operations; impacts of COVID-19 and the Company’s and MTV’s precautions to manage and mitigate same; future block caving efforts and the expected benefits therefrom and timing thereof; expectations for the future of Don Gabriel; the status of the Company's strategic review; expectations regarding exploration, the cost, timing and success of such initiatives; and MTV's labour and health and safety initiatives and expectations.

Although TVC believes that the Forward-Looking Statements are reasonable, they are not guarantees of future results, performance or achievements. A number of factors or assumptions have been used to develop the Forward-Looking Statements, including: the possibility that the Lenders and the Company are able to negotiate additional funding for MTV to continue its operations, there being no additional significant disruptions affecting the development and operation of MTV; the availability of certain consumables (including water) and services and the prices for power and other key supplies being approximately consistent with assumptions in the Technical Report; labour and materials costs being approximately consistent with assumptions in the Technical Report; fixed operating costs being approximately consistent with assumptions in the Technical Report; permitting and arrangements with stakeholders being consistent with current expectations as outlined in the Technical Report; certain tax rates, including the allocation of certain tax attributes, being applicable to MTV; the availability of financing for the Company's and MTV’s planned operations and development activities; assumptions made in mineral resource and mineral reserve estimates and the financial analysis based on these estimates, including (as applicable), but not limited to, geological interpretation, grades, commodity price assumptions, metallurgical performance, extraction and mining recovery rates, hydrological and hydrogeological assumptions, capital and operating cost estimates, and general marketing, political, business and economic conditions, the continued availability of quality management, critical accounting estimates, existing water supply will continue, supplemental water availability will continue, the geopolitical risk of Chile will remain stable, including risks related to labour disputes, the construction and expansion of mining operations including the Papomono Masivo incline block caving underground mining project, as well as the timing thereof and production therefrom; expected timelines for repayment of indebtedness of MTV; the company's access to capital in order to fund the exercise of the call option; and the ability of the Company to continue as a going concern.

Actual results, performance or achievements could vary materially from those expressed or implied by the Forward-Looking Statements should assumptions underlying the Forward-Looking Statements prove incorrect or should one or more risks or other factors materialize, including: (i) possible variations in grade or recovery rates; (ii) copper price fluctuations and uncertainties; (iii) delays in obtaining governmental approvals or financing; (iv) risks associated with the mining industry in general (e.g., operational risks in development, exploration and production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of estimates and projections relating to mineral reserves, production, costs and expenses; and labour, health, safety and environmental risks) and risks associated with the other portfolio companies' industries in general; (v) performance of the counterparty to the ENAMI Contract; (vi) risks associated with investments in emerging markets; (vii) general economic, market and business conditions; (viii) market volatility that would affect the ability to enter or exit investments; (ix) failure to secure additional financing for MTV or the Company in the future on acceptable terms to the Company, if at all; (x) commodity price and foreign exchange fluctuations and uncertainties; (xi) risks associated with catastrophic events, manmade disasters, terrorist attacks, wars and other conflicts, or an outbreak of a public health pandemic or other public health crises, including COVID-19; (xii) being inconsistent those risks disclosed under the heading "Financial Risk Management" in TVC’s Management’s Discussion and Analysis for the period ended December 31, 2021; (xiii) being inconsistent with current expectations including, without limitation, the impact of any political tensions and uncertainty in Chile, or actions taken by any local or national government, including but not limited to amendments to mining laws and regulatory actions; (xiv) the impact and probability of operational, geological and environmental risks at MTV being inconsistent with current expectations (xiv) outcomes and potential benefits of the strategic review process; differing from expectations; (xvi) the failure of negotiations with the Lenders to restructure the Company's debt under the Amended Facility; and (xvii) unfavourable results related to arbitration with the Company's minority shareholder. The Forward-Looking Statements speak only as of the date hereof, unless otherwise specifically noted, and TVC does not assume any obligation to publicly update any Forward-Looking Statements, whether as a result of new information, future events or otherwise, except as may be expressly required by applicable Canadian securities laws.

Cautionary Note to United States Investors Concerning Estimates of measured, indicated and inferred mineral resources

Disclosure regarding the Company's mineral properties, including with respect to mineral reserve and mineral resource estimates included in this news release, was prepared in accordance with 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. NI 43-101 differs significantly from the disclosure requirements of the Securities and Exchange Commission (the “SEC”) generally applicable to U.S. companies. Accordingly, information contained in this news release is not comparable to similar information made public by U.S. companies reporting pursuant to SEC disclosure requirements.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

For further information:

Michael StaresinicPresident and Chief Executive OfficerT: (416) 943-7107E: mstaresinic@threevalleycopper.com

Renmark Financial Communications Inc.Joshua Lavers: jlavers@renmarkfinancial.comT: (416) 644-2020 or (212) 812-7680www.renmarkfinancial.com

Source: Three Valley Copper Corp.

_____________________________1 These are non-IFRS performance measures. Please refer to the "Non-IFRS Performance Measures" section of the Company's MD&A for the year ended December 31, 2021 and the Reconciliation of Non-IFRS Performance Measures section at the end of this press release.