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The Right Product. The Right Place. The Right Time.

September 2013

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Very strong market fundamentals for frac sand

Near-term cash flow

Minimal capex required

Precedent IPO transactions

Experienced management

A New Story

with

Extreme Value

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Why Victory Silica?

Potential to become the largest supplier of the highest quality frac sand for delivery in Canada

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Experienced Management Victory Silica Limited

René R. Galipeau /Chairman 35+ years mining experience with Hudson Bay, Breakwater Resources, Lac Minerals, Rio Algom. Current Vice-Chairman and CEO of Victory Nickel.

Ken Murdock /CEO & Director Engineer with over 25 years experience in the aggregate/construction & oilfield materials industries. President IM&M Consulting (raw materials acquisition, waste disposal and manufacturing consultant to industrial mineral, glass and oilfield industries). Formerly with Canfrac Sands Ltd. (operations), United Industrial Services Ltd. (design, permitting, construction, operation and marketing of a silica sand project in Peace River) and Lafarge Cement. M.Eng., McGill University

D. Brent Lock /Vice-President, Marketing Extensive marketing experience in the frac sand industry. Formerly Vice-President, Operations / Marketing & General Manager with Canfrac Sands Ltd. Prior to that, held a variety of operations and marketing positions in the oil & gas sector over the course of 26 years for companies including Gulf Canada Resources Ltd., Amerada Hess Canada Ltd. and Apache Canada.

Phillip Birmingham /General Manager, Seven Persons Frac Sand Facility Diverse background, including seven years with the British Army's Royal Electrical and Mechanical Engineers and operations and management positions with Crane Canada, Allwest Compressor Services and most recently as General Manager with 3R Sand Ltd. (the previous operator of the Seven Persons Frac Sand Facility) and Clean Earth Environmental Ltd.

Troy Bergen /Plant Manager, Seven Persons Frac Sand Facility Operated the Seven Persons Frac Sand Facility between 2008 and 2010 with previous owner 3R Sand Ltd. Prior to that, he was Operations Manager with Clean Earth Environmental Ltd.

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Victory Silica Objectives

Establish presents in frac sand market

Use resulting cash flow to support growth

Goal of becoming preferred supplier of highest quality import and domestic frac sand products to the Canadian market

Unlock the value of the Minago premium frac sand resource

Create a non-dilutive structure to fund development

Victory Silica will be a premier frac sand supplier, with the ultimate goal of advancing Minago to production

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Horizontal Drilling Proppant Demand Versus Horizontal Rig Count

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Proppant / Frac Sand Market Historical & Projected Demand

Oh, Canada!

Double digit annual demand growth expected with Canada leading the way

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North American Shale Basins Initial Supply Opportunities for Victory Silica

Manitoba, Saskatchewan, Alberta, B.C., North Dakota

Medicine Hat

(Seven Persons)_ Winnipeg

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Business Plan Phased Approach – Overview

Phase 1: Seven Persons – processing infrastructure in Alberta Phase 2: Wisconsin Mine – security of supply Phase 3: Winnipeg Facility – superior logistics, unlock value of Minago On-going: Potential consolidation opportunities in a fragmented industry

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What Makes Victory Silica Different?

The Right Product

Not all Frac sands are the same! Quality differences exist between with import sands. Quality differences exist with domestic sand. Victory Silica will market only the highest quality Frac sands, both import and domestic.

The Right Place

Frac sand quality reduces with handling! By locating or dry screening capacity within direct trucking delivery to our target well heads, Quality is maintained.

The Right Time

Logistics challenges cost the customer! With over 20,000 ton storage at the plant, and a full suite of both import and domestic sands, our products are rail Demurrage free.

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Location: Proximity to potential customers /

wellheads

Storage capacity

Highest quality imported sand

Highest quality domestic sand

Low-cost, rapid entry

Clear path for growth: Phases 1,2,3… and beyond

Long-term viability

Vast, high-quality Minago resource

Established player in Wisconsin market

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Victory Silica Competitive Advantages

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1883 First Commercial Distribution of Natural Gas in Medicine Hat, Alberta

May 14, 1914 Dingman No. 1 well opened spewing natural gas and causing a flurry of investment activity in the Calgary area.

In the spring of 1924 Royalite No. 4 well blew, producing 21 million cubic feet of wet gas and over 600 bbls. of white naphtha per day

Western Canadian Sedimentary Basin Development

In the 1920s Turner Valley became known as "Hell’s Half Acre.“ Producers burned off surplus gas in a giant coulee. It is estimated that 90 percent of the field’s gas was wasted. First trying in the early 1930s, it wasn’t till 1938, the provincial government

established the Alberta Petroleum and Natural Gas Conservation Board.

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1953 First frac in Canada

All sands used were import sands

Colorado Springs

Brady, Tx

Midwestern White

Sands were trucked direct or railed to Sweet Grass, Montana

Initial sand facilities at Stations were replaced by Producer or Third Party Transloads

Western Canadian Sedimentary Basin Development

High USA demand, major North American Service Companies allocation of premium sand goes to the USA.

Canadian produced Domestic Sand market was born. 1998 First dedicated Canadian Domestic sand plant is on line

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By 2000 Domestic sand market in full development :

Alberta Silica (Canadian Silica)

Sil Industrial Minerals

Darren Resource (Preferred Sands)

Peaskie Minerals Inc.

Canfrac Sands

Heemskirk

2001 First commercial blowback sand recycling plant opens

2009 Shallow Gas falls off due to oncoming shale gas

2011 Market flooded with import sands

Western Canadian Sedimentary Basin Development

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Domestic Sands include: Dune Sands

Sand stones

Quartz Arenite

For lower closure stress applications even dune sands can be used successfully

Western Canadian Sedimentary Basin Domestic Sands

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Western Canadian Sedimentary Basin Development

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Western Canadian Sedimentary Basin Development

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Western Canadian Sedimentary Basin Development

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Western Canadian Sedimentary Basin Proppant Use

B.C., Alberta, Saskatchewan, and Manitoba

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Western Canadian Sedimentary Basin Terminal Locations

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Western Canadian Sedimentary Basin Plant Locations

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Western Canadian Sedimentary Basin Terminal and Plant Locations

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How Can Victory Silica Assure Proppant Supply?

Business model based on:

Continuous supply of Premium Quality Import Concentrate

30,000 ton of Frac Sand Storage

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How Can Proppant Quality be maximized at the well head?

Traditional logistics models have frac sand wet and dry processed at the mine site.

Handling Frac sand after Drying and Screening increase fines and dust loading. Decreases product quality!

Traditional Frac plants transfer sand from:

1) production storage to rail storage

2) rail storage to rail cars

3) rail cars to rail transload storage

4) rail transload to well site delivery trucks

To maximize quality we locate of Dry facilities close enough for direct delivery from to plant to the well head. Handle the frac product once.

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Demurrage Cost Control?

Dry product handling implies dry product transportation and storage

Rail shipments take time and require forecasting for product and volume

Forecasting errors or changes imply:

Rail line embargos

Delivery permits

Transload filled with product that isn’t moving

Demurrage

Wet concentrate always moves and always has a place to be stored. No demurrage and always the right product available