Miners, Operators, Builders

…unlocking value in resource assets

March 2014

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What we do

Forbes & Manhattan (“F&M”) invests in resources companies with high growth potential.

F&M adds capital, talent and strategy to permanently strengthen companies and increase

their value

Objective

F&M’s objective is to achieve superior performance for shareholders through active

management of projects, ranging from advanced exploration, to development and producing

assets - across an array of resource commodities

Unique and Proven

Model

F&M’s unique and proven model provides portfolio resource companies with the technical

and financial depth of a major global mining concern

Companies have access to a world class, global network of political leaders, industry

experts, technical and developmental teams and financial experts

First Class Team

F&M’s first class team of specialists have a proven history in taking projects from exploration

stage to commercial operations

F&M also have an unparalleled ability to raise capital for projects

Risk Mitigation Through

Active Management

Developing resource assets are inherently risky, however, F&M’s active management

approach aims to mitigate risk through hands-on involvement, technical experts, skilled

operators, and a well-connected international advisory board with deep running experience

in emerging markets

F&M at a Glance

F&M Highlights

Over the last 10 years, we have…

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Discovered more than 20M oz of gold to 43-101 compliant standards worth more

than $34 billion in situ value today

Produced almost 1 million oz of gold from mines that were built or re-started by

our teams. Another million ounces have been produced from gold mines bought

from F&M companies

Discovered + 3 billion tonnes of iron metal to 43-101 compliant standards (and +

10 billion tonnes of iron ore)

Produced 3.3 million tonnes of saleable iron ore concentrate before being

acquired and another 12 million tonnes since

Discovered over 1.5 billion tonnes of Potash

Discovered under 43-101 or JORC compliant standards resources in silver, zinc,

nickel, phosphate, vanadium, tungsten, lithium, and other commodities

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Sulliden

Brazil Potash Belo Sun

Aguia

Aguia

Irati

Alder Resources

Coastal Gold

Alderon

Forbes Coal

Black Iron

Coastal Gold Pitchblack

Allana

Allana

Silver Bear

Rodinia

Coastal Gold

Rodinia

Legacy Platinum

Arena Minerals

Mason Graphite

Emerita

Forbes Offices Projects / Operations

Global Mining Footprint

Crocodile Gold

Crocodile Gold

Northern Sun Mining

Ram Coal

Kombat Copper

Canadian Royalties

Savary Gold

F&M – A Unique Offering

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Integrated Team Built on Technical and Operational Expertise and Accomplished Financial Markets

Professionals

F&M

Stan Bharti Founder and

Executive Chairman

Over 50

engineers

Over 50

geologists

Expertise in all

mining, energy

and agriculture

products

11 (globally

trained) full-time

securities

lawyers and

support staff

Over 30 people

with expertise in

– M&A

– Investment

banking

– Corporate Finance

& Corporate

Development

– Investor relations

Over 20 in house

accounting and

administration

staff

Advisory Board

Technical Team

Legal Team

Financial Team

Admin / Accounting

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F&M – Select Key Deals

Desert Sun Mining

Sold for USD 750 million

Acquired a controlling position in Desert Sun in 2002. Developed

Jacobina mine to near production and sold 4 years later for $750m

2006

Black Iron

Mkt Cap – CAD 28 million

Iron ore exploration and development company - project in

Ukraine. Recently signed development agreement with

MetInvest

Ongoing

Avion Gold

Sold for USD 400 million

Originally acquired distressed assets in 2008 for $0.20 in the dollar. Sold

to Endeavour Mining in 2012 for $400m (~89c)

2012

Consolidated Thompson

Sold for USD 4.9 billion

Market Cap when F&M got involved was $1m. Sale price of US$4.9bn.

Assets acquired for 22c in the dollar and sold for $17.25

2011

Alderon Iron

Mkt Cap CAD – 200 million

World class iron ore project in heart of Canada’s premier iron ore district.

Major off take agreement secured within 2 years of acquiring the asset

Ongoing

Sulliden Gold

Mkt Cap – CAD 285 million

F&M acquired Sulliden in March 2009 and resolved long-standing disputes regarding title. Current

resource of 3.4moz Au (Ag co prod)

Ongoing

Belo Sun

Mkt Cap – CAD 155 million

Exploration company with portfolio of assets in Brazil. Current mineral

resource of almost 7.1moz

Ongoing

Forbes Coal

Mkt Cap – CAD 8 million

F&M acquired control of two coal mines in South Africa . Locked in 3-

year off-take agreements with Glencore and Vitol before final acquisition payments were due

Ongoing

F&M – Outstanding Investment Returns

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An Outstanding Track Record in Value Creation

In the past 11 years, F&M has developed 28 portfolio companies

F&M has generated consistently high returns, achieved by investments and exits across Latin

America, Africa, Australasia and North America

1 Data is as of June 30, 2013

Core Portfolio1 F&M Invested

Capital

F&M including Co-investors

Number of Transactions 28 28

Capital Invested ($ millions) 139 1,498

Unrealized Proceeds ($ millions) 55 388

Realized Proceeds ($ millions) 235 1,910

Total Value ($ millions) 289 2,297

Gross IRR 78.5% 181.3%

Multiple of Cost (overall) 2.1x 1.5x

Weighted Average Holding Period, Years 1.3 0.4

Superior Capital Raising Capabilities

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Capital Raisings for F&M Companies No. of

Transactions Largest Deal

Jan 2011 – Jun 2011 $548m 19 $115m

Jul 2011 – Dec 2011 $367m 12 $150m

Jan 2012 – Jun 2012 $576m 26 $194m

Jul 2012 – Dec 2012 $296m 8 $125m

Jan 2013 – Jun 2013 $105m 11 $35m

Jul 2013 – Dec 2013 $53m 7 $40m

Total $1,945m 83 -

Anglo American Malcolm Campbell Over 20 years of coal experience rising to General Manager at Anglo American, South Africa's largest

exporter of coal. An operational and turnaround expert, Malcolm successfully ran Anglo's 4 largest

coal projects as General Mine Manager

Falconbridge David Gower Professional geologist and the former Global Head of Nickel Exploration for Falconbridge. Numerous

discoveries were made under Mr. Gower’s leadership with a particular focus on Brazil

Vale Parviz Farsangi Mining Engineer and former Executive Vice-President and Chief Operating Officer of Vale Inco, the

wholly owned nickel operations of Vale with a global workforce of 8,000 and revenue exceeding $11

Billion annually

Goldcorp Mike Hoffman With F&M Since 2004. 28 years of experience as mining engineer in senior executive positions at

Crocodile Gold, Goldcorp Inc., Desert Sun Mining Corp., and Yamana Gold Inc.

Aur Resources Don Dudek With F&M since 2007. 25 years experience in mineral exploration, recently Exploration Manager for

Aur Resources where he was responsible for several economic gold and base metal discoveries in

Canada and Latin America

Rio Tinto IOC Tayfun Eldem Worked for Iron Ore Company of Canada for 20 years and held senior roles including Vice President,

expansion projects and engineering and VP, Operations. Recently managed and executed a $2 billion

expansion program for Rio Tinto

Newmont Mining Peter MacLean Senior geologist with >20 years experience in mining and exploration with gold, base metal and

potash experience working for several companies including Aur Resources, and Newmont Mining

Rio Tinto IOC Matt Simpson Formerly served as Rio Tinto Iron Ore Mine General Manager in Canada for 8 years. He had

progressive roles in business evaluation, operations planning, continuous improvement. He has

extensive experience in mine design & project management

Vale Jose Fanton 30 years experience in mineral exploration with Xstrata, Falconbridge, Vale, and Phelps Dodge

including discoveries of significant copper-gold deposits in Para and Mato Grosso States

Xstrata Helio Deniz 30 years of experience and previously Head of Xstrata Brasil where he was a primary discoverer of

the world class Araguaia Nickel Deposit and also assembled one of the most impressive property

portfolios in the prolific Carajas Mineral District

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An Unrivalled Technical Platform

and Skills Base – Ability to Execute

Extensive Global Expertise In-house

International Advisory Board

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Peter Boot, South America

25 years in finance; experience in Brazil, Curacao, Venezuela, Paraguay & Bolivia

Marquess of Reading

Lord Reading has previously served as Member of the House of Lords for 19 years

Larry King, U.S.A.

American icon; Former Host of CNN’s Larry King Live

General Lewis MacKenzie, Canadian Army (Ret.)

Canadian Forces for 35 years; led the UN peacekeeping mission in Sarajevo

Hon. Pierre Pettigrew, PC, Canada

Served as Canadian Federal Minister of Foreign Affairs and International Trade

Jim Rogers

Author, financial commentator and successful international investor

Michael Spektor

President of the Company VS Energy International Ukraine since 2006

Bernard Wilson

Corporate Finance and Investment Banking advisor with substantial experience in restructurings

1. World Class Size Potential

World class size and/or grade is a key product

differentiator in an over-crowded sector

Established resource base with potential for

significant growth & value uplift through exploration

Examples

• Gold, target 3 moz or greater, with preference for

higher grade and polymetallic systems

• Iron ore, target 500 MT – 1 billion tons+

depending on logistics and infrastructure

• Will consider lower tonnages on exceptional

‘direct ship’ ore

• Potash, target 500 MT minimum size potash

basins, e.g. Brazil and Ethiopia

Case Study: Sulliden Gold • F&M acquired control with

resource of 1.5 moz gold, but

identified greater exploration

potential

• Today the deposit has a resource

of 3.4 moz gold, with by-product

silver identified also

• Currently advancing to

production, while still growing the

resource through drilling

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Geological / Exploration Risk is Minimized

Investment Criteria

2. Manageable Geopolitical Risk

F&M recognizes that the best opportunities for value

and growth are often in the emerging markets

Develop and supplement strong local relationships

with our influential international advisory board

Balance risk-reward trade-off when entering new or

risky jurisdictions

Work in concert with the local governments as a long

term partner

Liaising with our partners MIGA and the World Bank

who have successfully provided Political Risk

Insurance for over $17 bn of emerging markets

investments

Case Study: Allana Potash • F&M purchased two potash

projects in Ethiopia and

Argentina

• Allana began with a historical

resource estimate 105 million

tonnes inferred

• Drilling results from a resource

estimate released in June 2011

increased total measured,

indicated and inferred resources

to 1.269 billion tonnes

• Working towards production in

late 2014

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Investment Criteria

3. Compelling Valuation & Structure

Target 5-10x upside from initial investment through to public

market exit over 3-5 years

Projects often acquired at steep discounts due to technical

geopolitical or other risks

• F&M has the ability to overcome these issues and

exploit the asset through its operational edge

Deals structured to optimize capital flows and reduce risk,

through joint venture and earn-in structures

Partnerships are created that align interests, maximize cash

that is put into the ground and minimize upfront cash

payments to vendors

Exit strategies are conceived on deal entry

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Investment Criteria

Optimal Structuring and Valuation Discipline

Has Generated High Returns for F&M

Case Study: Consolidated

Thompson Iron Mines

• Identified, developed and

operated 8 Mm tpy iron ore

mine

• Secured strategic off take

financing from WISCO

• North American industry player

purchased company for $4.7B

in cash

4. Ability to Transform Assets

F&M provides management, capital and direction to

move resource assets up the value chain

• Resource delineation and expansion

• Feasibility study

• Permitting/environmental

• Financing

• Construction

• Operation and expansion

At each stage the project becomes less risky and

more valuable

• Success is not contingent on rising commodity

prices

Case Study: Avion Gold • F&M bought the shuttered

Tabakoto mine and restarted it

after identifying mining

inefficiencies and re-engineering it

• Massively expanded resource

base through acquisitions and

successful exploration in Burkina

Faso

• Operated & executed successfully

through the coup delivering record

months

• Sold to Endeavour Gold in August

2012, significant premium to the

pre-announcement stock price

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Investment Criteria

Well Proven Mining Engineering Process to Unlocking Value

Exit typically achieved through a dual listing on other

exchanges

• Extensive experience taking companies post IPO as

a core part of F&M’s merchant banking business

model

• Reverse takeover “RTO”, IPO and strategic merger

• Canadian (TSX) markets usually best suited to

recognize value in mining and natural resource

• Potential dual listing on other markets

Target gradual public exit over 1-3 years

Built relationships with top fund managers, investment

bankers and analysts in North America, Europe and Asia

as well as our global mining industry peers

• Built a following in the investment community to

achieve better valuation and liquidity

Case Study: A Year that Yamana

Gold bought Desert Sun

• Acquired formerly producing gold

mine in Brazil for $5 mm in a

public shell company (RTO) in

2002

• Technical and executive team

successfully expanded the

resource sevenfold and restarted

production to 100k oz

• Built outstanding reputation with

investors over 3 years

• Bought by Yamana Gold for $750

mm

5. Profitable Exits

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Investment Criteria

Proven Exit Strategy with Repeated Execution

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Group at a Glance F

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& M

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BASE AND PRECIOUS

METALS GROUP

BULK / SPECIALTY

METALS GROUP

AGRICULTURE

GROUP

ENERGY GROUP

FINANCIAL & OTHER

GROUP

www.forbesmanhattan.com