RALEIGH FINLAYSON : MANAGING DIRECTOR

Transcription

1 NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES RALEIGH FINLAYSON : MANAGING DIRECTOR CAPITAL RAISING PRESENTATION

2 Qualification This is a presentation about geology, geoscientific interpretation, geoscientific speculation, gold deposits, gold potential, engineering, infrastructure, potential values, costs, risks, and related matters pertinent to Saracen s present and future activities as a publicly listed mineral exploration and production company. It includes forecasts, predictions, targets and estimates of future expenditures which may vary over time. It is uncertain if further exploration will result in the determination of a Resource or Reserve. Where exploration, evaluation, operational and feasibility study expenditure estimates and budgets amounts are presented herein, ongoing prioritisation and scaling of expenditures will be subject to results and, where applicable, scheduling changes. Targeted production and other outcomes are subject to change, and may not eventuate, depending on the results of ongoing performance and assessment of data. All Reserves and Resources as referred to herein are in accordance with JORC. Refer to last slide of this presentation for the relevant Competent Person statements. Resources are inclusive of Reserves. Forward looking statements Certain statements contained in the Presentation Materials, including information as to the future financial or operating performance of the Company and its projects, are forward looking statements. Such forward looking statements: a) are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company, are inherently subject to significant technical, business, economic, competitive, political and social uncertainties and contingencies; a) involve known and unknown risks and uncertainties that could cause actual events or results to differ materially from estimated or anticipated events or results reflected in such forward looking statements; and b) may include, among other things, statements regarding estimates and assumptions in respect of prices, costs, results and capital expenditure, and are or may be based on assumptions and estimates related to future technical, economic, market, political, social and other conditions. The Company disclaims any intent or obligation to publicly update any forward looking statements, whether as a result of new information, future events or results or otherwise. The words believe, expect, anticipate, indicate, contemplate, target, plan, intends, continue, budget, estimate, may, will, schedule and similar expressions identify forward looking statements. All forward looking statements contained in the Presentation Materials are qualified by the foregoing cautionary statements. Recipients are cautioned that forward looking statements are not guarantees of future performance and accordingly recipients are cautioned not to put undue reliance on forward looking statements due to the inherent uncertainty therein. This presentation has been prepared by Saracen Mineral Holdings Limited (Saracen or the Company) based on information from its own and third party sources and is not a disclosure document. No party other than the Company has authorised or caused the issue, lodgement, submission, despatch or provision of this presentation, or takes any responsibility for, or makes or purports to make any statements, representations or undertakings in this presentation. This presentation is not a prospectus, disclosure document or other offering document under Australian law or under any other law. It is provided for information purposes and is not an invitation nor offer of shares for subscription, purchase or sale in any jurisdiction. 2

3 Qualification The Presentation Materials do not purport to be all inclusive or to contain all information about the Company. Certain parties named in the Presentation Materials have not reviewed the references to them and may seek amendments to these references once this review has occurred. Take care to question and carefully evaluate any judgments you might make, on the basis of the Presentation Materials, as to the value of Saracen and its securities. This presentation is not intended to provide the sole or principal basis of any investment or credit decision or any other risk evaluation and may not be considered as a recommendation by Saracen or its officers. Any investor reading the Presentation Materials should determine its interest in acquiring securities in Saracen on the basis of independent investigations that it considers necessary, prudent or desirable. Saracen and its officers do not accept any liability for any loss or damage suffered or incurred by any investor or any other person or entity however caused (including negligence) relating in any way to this presentation including, without limitation, the information contained in it, any errors or omissions however caused by any other person or entity placing any reliance on the Presentation Materials, its accuracy or reliability. An investment in new shares in Saracen is subject to known and unknown risks, some of which are beyond the control of the Company. Saracen does not guarantee any particular rate of return or its performance nor does it guarantee any particular tax treatment. Prospective investors should have regard to the risk factors outlined in these Presentation Materials on page 31 when making their investment decision. Restriction on Distribution This presentation should not be construed as an offer or mooted offer in relation to Saracen securities in any jurisdiction in which it would be unlawful. See section captioned International Selling Restrictions United States This document may not be released or distributed in the United States. This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. Any securities described in this document have not been, and will not be, registered under the US Securities Act of 1933 (as amended) and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws. 3

4 Qualification Cautionary Note Regarding Reserves and Resources You should be aware that as an Australian company with securities listed on the ASX, the Company is required to report reserves and resources in Australia in accordance with the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (The JORC Code 2004 Edition ) ("JORC Code"). You should note that while the Company's reserve and resource estimates comply with the JORC Code, they may not comply with the relevant guidelines in other countries and, in particular, do not comply with (i) National Instrument (Standards of Disclosure for Mineral Projects) of the Canadian Securities Administrators and (ii) Industry Guide 7, which governs disclosures of mineral reserves in registration statements filed with the U.S. Securities and Exchange Commission. The JORC Code differs in several significant respects from Industry Guide 7. In particular, Industry Guide 7 does not recognise classifications other than proven and probable reserves and, as a result, the SEC generally does not permit mining companies to disclose their mineral resources in SEC filings. Information contained in this presentation describing the Company's mineral deposits may not be comparable to similar information made public by Canadian or U.S. companies subject to the reporting and disclosure requirements of Canadian or United States securities laws. You should not assume that quantities reported as resources will be converted to reserves under the JORC Code or any other reporting regime or that the Company will be able to legally and economically extract them. 4

5 Capital Raising NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

6 Offer Headline summary goes here Offer structure Saracen is seeking to raise approximately A$61.2m via: A 15% institutional placement of 89.3 million shares to raise A$27.7m ( Placement ); and A 2 for 11 accelerated non-renounceable entitlement offer of up to million shares to raise approximately A$33.6m ( Entitlement Offer ) (together the Offer ). New shares will rank pari pasu with Saracen s existing shares Offer pricing The Offer Price is A$0.31 per new share This represents a discount of: 17.3% to last close of A$ % to the 5-day VWAP of A$ % to TERP of A$ Director participation The Chairman has committed to take up at least A$500,000 of new shares under the Entitlement Offer The remaining Directors who are shareholders have committed to take up their entitlements in the Entitlement Offer in full Use of proceeds Acquisition of Thunderbox use of equity funding rather than cash on hand and debt facilities Accelerate development and exploration activities at existing operations and Thunderbox Reduce existing debt and improve financial flexibility Joint Lead Managers Evans and Partners Pty Ltd Macquarie Capital (Australia) Limited 1. TERP is the theoretical ex-rights price of Saracen shares assuming the Offer is successfully completed and all shares under the Offer are issued based on the closing price of Saracen on Monday, 24 February 2014 of A$ TERP is a theoretical calculation only and the actual price at which Saracen shares trade will depend on many factors and may not be equal to the TERP. 6

7 Investment Headline goes highlights here Consistent production from Carosue Dam Operations in WA of koz per annum forecast for FY2014 and FY2015 Rapidly declining cost profile with forecast reduction in All In Sustaining Costs (AISC) from A$1,500/oz in FY2014 to A$950/oz in FY2015 for existing operations Accretive acquisition agreement to purchase Thunderbox Operations for A$11/resource ounce and A$32/reserve ounce, providing opportunity to more than double gold production once developed Expected production of approx 140koz an AISC of <A$1,100/oz (including 1.5% NSR) Targeting first production in Q2 FY16 subject to positive DFS Transaction completion expected April key operations with total pro forma milling capacity of 5mtpa Significant gold Ore Reserves of 1.6Moz and Mineral Resources of 6.0Moz In-the-money hedge book of 160koz at A$1,639/oz with a mark-to-market value of A$18.8m 1 Excellent exploration potential from a tenement package of more than 3,000km 2 Proforma net cash position post capital raising with: Ability to accelerate value-adding exploration and development opportunities Significant flexibility of funding options for development of Thunderbox 1. As at 22 February 2014 and calculated at a spot price of A$1,478/oz 7

8 Use Headline of proceeds goes here Funding of Thunderbox, acceleration of development & exploration and deleveraging the balance sheet Use of Funds 1 Amount Description Acquisition of Thunderbox A$20m Use of equity rather than existing cash and available debt facilities to fund: Balance of purchase price (A$18m) Stamp duty (A$2m) Accelerating Development & Exploration Debt repayment and working capital A$20m A$21.2m 2 Saracen will be in a position to accelerate development and exploration which would have otherwise been scheduled in late FY2015 due to funding constraints and debt repayments Development of exploration drive at Karari (Carosue Dam) (A$10m) Exploration drilling at Red October (A$5m) Thunderbox exploration including additional exploration drilling and proposed resource extension (A$5m) Objective to extend mine life at existing operations and further enhance Thunderbox reserves and future cashflows Increase in financial flexibility: A$7m to be applied against existing project finance facility Offer costs Balance to be applied to working capital facility and/or cash Will result in a positive net cash position for Saracen 1. Subject to the outcome of the Offer 2. Subject to the level of proceeds raised in the Retail Entitlement Offer 8

9 Pro-forma Headline goes balance here sheet Saracen will be well placed to fund Thunderbox development from existing cashflow and debt facilities Finance Facilities Saracen currently has access to existing debt facilities of A$55 million 1. Subject to discussion with its financiers, Saracen intends to retire its A$30 million project finance facility upon completion of the Entitlement Offer and retain access to its A$25 million working capital facility. Thunderbox Development Strengthened balance sheet provides greater flexibility to fund estimated capital expenditure of A$45 55 million to develop Thunderbox via a combination of cash on hand, cash flow from existing operations and debt facilities (if required). Following completion of the Offer, Saracen expects to be fully funded for the proposed development of the Thunderbox project 6 Pro-forma Balance Sheet 31 December 2013 Pre-Offer Post-Offer 3 (pre- Thunderbox acquisition) Post-Offer 3 (post- Thunderbox acquisition) Market Cap Cash & Equivalents Bank Debt Project Facility Working Capital Facility Enterprise Value Net Debt/ (Cash) 5 (1) (59) (39) 1. Consists of a A$30 million project loan facility, and a A$25 million revolving working capital facility 2. At Saracen closing price of A$0.375 on 24 February Assumes a total of A$61.2m raised under the Placement, Institutional Entitlement Offer and Retail Entitlement Offer 4. After deducting estimated offer costs of A$3m 5. Excludes finance lease liabilities of A$3.2m 6. Assumes the current gold price, CDO mine plan, working capital facility and the capital expenditure estimates in the TBO PFS 9

10 Offer Headline timetable goes here Event Trading Halt Date Tuesday, 25 February 2014 (before market open) Placement and Institutional Entitlement Offer Bookbuild Opens Tuesday, 25 February 2014 Placement and Institutional Entitlement Offer Bookbuild Closes Wednesday, 26 February 2014 Resumption of Trading Thursday, 27 February 2014 Record Date for participation in Entitlement Offer (AEDT 5pm) Friday, 28 February 2014 Despatch of Retail Entitlement Offer Booklet - Retail Entitlement Offer Opens Wednesday, 5 March 2014 Settlement of Placement and Institutional Entitlement Offer Thursday, 6 March 2014 Allotment & Normal Trading of Placement and Institutional Entitlement Offer shares Friday, 7 March 2014 Retail Entitlement Offer Closes Thursday, 20 March 2014 Retail Entitlement Offer results announcement Tuesday, 25 March 2014 Allotment of Retail Entitlement Offer shares Thursday, 27 March 2014 Normal Trading of Retail Entitlement Offer Shares Friday, 28 March

11 Business Overview NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

12 Corporate Structure CAPITAL STRUCTURE (PRE-OFFER) Guido Staltari Non-Exec Chairman ASX Code SAR Shares on Issue (pre-offer) 595m Share Price at 24/02/14 A$0.375 Liquidity (daily turnover, 12 months) 5.2m Market Cap A$223m BOARD & MANAGEMENT Raleigh Finlayson Barrie Parker Martin Reed Samantha Tough Geoff Clifford Gerry Kaczmarek Managing Director Non-Exec Director Non-Exec Director Non-Exec Director Non-Exec Director Chief Financial Officer Cash & Bullion at 31/12/13 A$22.8m Craig Bradshaw Chief Operating Officer Bank Debt 1 at 31/12/13 Net Cash at 31/12/13 Enterprise Value Hedging at 22/02/14 A$22.0m A$0.8m A$222m A$1,639/oz KEY METRICS CDO TBO TOTAL Resources 3.9 Moz 2.1 Moz 6.0 Moz Reserves 0.9 Moz 0.7 Moz 1.6 Moz EV / Resources A$37/oz Hedge Value at 22/02/14 A$18.8m 2 EV / Reserves 1. Excludes finance lease liabilities of $3.2m 2. As at 22 February 2014 and calculated at a spot price of A$1,478/oz A$140/oz 12

13 Key Assets: Thunderbox Operations: 2.5Mtpa CIL plant Operational Produced $290/oz 2.09Moz Resource 728koz Reserve 5 year mine life already in reserve Capex A$45-55m AISC Forecast of ~A$1,100/oz Carosue Dam Operations: 2.4Mtpa CIL Plant Base load feed from Whirling Dervish containing 273koz of ore reserves Capital pre-strip 100% complete Open pit mill feed for next 3 years Red October: High grade underground mine 48koz planned for FY2014 Combined Assets: 6.0Moz Mineral Resources 1.6Moz Ore Reserves Milling capacity 5.0Mtpa Production kozpa +3,000 km 2 tenement package Surrounded by quality mines & majors 13

14 Carosue Headline Dam goes Operations here (CDO) Red October: High grade underground mine Rising production profile 48koz planned for FY2014 All in costs sub A$1,200/oz Cash costs sub A$900/oz Recent discovery of multiple lodes Located in a world class region Carosue Dam: 2.4mtpa modern processing facility Potential to upgrade plant to 3.2Mtpa Base load feed from Whirling Dervish containing 273koz of ore reserves Capital pre-strip 100% complete Conservative reserve factors applied Open pit mill feed for next 3 years Significant exploration upside potential 14

15 Headline CDO Guidance goes here FY2014 & FY2015 $1, ,168 oz $1,072 Only includes Reserves. Red October not currently factored into FY

16 Headline CDO Guidance goes here FY2014 & FY

17 CDO Headline - Whirling goes here Dervish 17

18 CDO Headline Whirling goes here Dervish 18

19 CDO Headline Karari goes here 19

20 CDO Headline Karari goes here 20

21 CDO Headline - Red goes October here 21

22 CDO Headline - Red goes October here 22

23 Thunderbox Operations (TBO) Thunderbox: 2.5Mtpa CIL plant 1.4Moz Mineral Resource 431koz Ore Reserve 805koz production ( ) Significant exploration potential below current resource 268 person camp & infrastructure Bannockburn: 731koz Mineral Resource 297koz Ore Reserve Historical production of g/t for 352 Koz Mined between Gold & base metals exploration potential along Northern corridor 23

24 TBO Headline History goes here 24

25 TBO Headline - Status goes & here Plan Consideration Status: $2m deposit paid $18m balance to be paid at completion (plus $2m stamp duty) $3m cash deferred + 1.5% NSR royalty Completion & Development Plans: Settlement due by April 2014 Three Conditions Precedent: 1. Consents from relevant Joint Venture & 3 rd parties who have interest in acquired tenements 2. Consent from the Minister of Mines to transfer tenements 3. Approval of ongoing Environmental Management Plan for the DER Seek key approvals Initiate Definitive Feasibility Study ( DFS ) Resource extension drilling below Thunderbox Target completion of above activities Q3 FY15 (March 2015) Development decision Q3 FY15 Potential first production Q2 FY16 (December 2015), following 6 month development & refurbishment period 25

26 TBO Headline Scoping goes here Results & Funding Development Plan (PFS): Ore Reserves 728,000 ounces 140,000 ounces per annum Initial mine life ~5 years All in Sustaining Costs of ~A$1,100/oz (inclusive of acquisition royalty of 1.5%) Capex ~A$45-55 million Significant underground potential exists below Thunderbox to extend mine life Development Funding: ~A$5 million pre-development expenditure Following completion of the Offer, Saracen expects to be fully funded for the proposed development of the Thunderbox project 1 1. Assumes the current gold price, CDO mine plan, working capital facility and the capital expenditure estimates in the TBO PFS 26

27 TBO Headline - Thunderbox goes here 27

28 TBO Headline Thunderbox goes here (Zone C) 28

29 TBO Headline Thunderbox goes here (Zone A) 29

30 Key Risks and Selling Restrictions NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

31 Key Headline risks goes here Company Specific Risk Factors Settlement of Thunderbox Acquisition - Completion of the acquisition of the Thunderbox project is subject to certain conditions precedent (refer page 24 of this presentation), with completion anticipated to occur within 120 days of 21 January 2014, unless extended by the mutual agreement of the parties. Should the conditions precedent to the acquisition not be satisfied or waived (or there is a default from one of the parties to the agreement), there is a risk that the transaction will not proceed. Despite that fact that the Company considers this risk to be relatively remote. Should the transaction not proceed, it would have a negative impact on the Company s future operations and also alter the way funds raised under the Entitlement Offer are ultimately applied. Mining operations - The Thunderbox project is currently on active care and maintenance with the Company s objective to commence mining sometime in the future. Continued operation of the Company s projects, the possible future development of a mining operation at the Thunderbox project or possible future development of other projects is dependent on a number of factors including, but not limited to, the acquisition and/or delineation of economically recoverable mineralisation, favourable geological conditions, receiving the necessary approvals from all relevant authorities and parties, seasonal weather patterns, unanticipated technical and operational difficulties encountered in extraction and production activities, preventing mechanical failure of operating plant and equipment, shortages or increases in the price of consumables, spare parts and plant and equipment, cost overruns, access to the required level of funding and contracting risk from third parties providing essential services. The Company s mining operations (or potential operations) may be disrupted by a variety of risks and hazards which are difficult to mitigate out of existence, including but not limited to environmental hazards, industrial accidents, technical failures, labour disputes, unusual or unexpected rock formations, flooding and extended interruptions due to inclement or hazardous weather conditions and fires, explosions or accidents. No assurance can be given that the Company will continue to achieve commercial viability through the development or mining of its projects. Operating and Capital Costs - Operating costs of mining at the Company s projects that are in production are estimated based on the interpretation of geological data, studies, anticipated climatic conditions and other factors. Events which could affect the ultimate accuracy of such estimates and result in an increase in actual operating costs incurred include (but are not limited to): (i) unanticipated changes in grade and tonnage of ore to be mined and processed; (ii) contractual issues in relation to the treatment of the mined ore; (iii) contract outcomes associated with the appointment of an underground mining contractor and terms and conditions applying to the mining contract;(iv) incorrect data on which assumptions are made; (v) equipment delays and breakdowns; (vi) labour negotiations; (vii) changes in government regulation (including regulations regarding prices, cost of consumables, royalties, duties, taxes, permitting and restrictions on production and exploration ); and (viii) title claims. 31

32 Key Headline risks goes (cont.) here Company Specific Risk Factors (cont.) Fluctuations in Gold Price and exchange rates - Despite the fact that the Company is protected, to a certain extent, from volatility in the US gold price and exchange rates via the Company s hedge book program that protects between % of forecast revenues in FY2014 & FY2015, changes in the market price of gold and the US$:A$ exchange rate will affect the profitability of the Company s operations and its financial condition and will affect the mark-to-market value of the Company s hedge book which may be positive or negative. Rising Energy and Commodity Costs - The Company has diesel and electricity requirements and it relies on being able to fulfill those requirements at a cost which does not negatively impact on its cash flows. A number of factors (particularly the strength of the US dollar) may lead to an increase in diesel and electricity costs, which may materially and adversely affect the earnings of the Company. Industry Specific and General Risk Factors Industry Risks The Company is exposed to other risks which are industry specific including, but not limited to, general risks associated with exploration and mining operations, native title risks, tenure and access risks, environmental risks, reliability of resource estimate risks, commodity price volatility, future funding risks, counterparty contractual risk and general exploration risk. General Risks An investment in the Company is also subject to general risks, including risks associated with general economic conditions, market risk for securities trading on the Australian Securities Exchange, risks associated with requiring additional capital in the future and risks associated with reliance on key personnel. While the Company endeavours to actively manage and mitigate all of the above risk factors, some factors are outside of the Company s control and it is not possible to guarantee that the above risk factors will not influence the Company s business, operations and potential future profitability. 32

33 International Headline goes Selling here Restrictions International Offer Restrictions This document does not constitute an offer of new ordinary shares ("New Shares") of the Company in any jurisdiction in which it would be unlawful. New Shares may not be offered or sold in any country outside Australia except to the extent permitted below. Canada (British Columbia, Ontario and Quebec provinces) This document constitutes an offering of New Shares only in the Provinces of British Columbia, Ontario and Quebec (the "Provinces") and to those persons to whom they may be lawfully distributed in the Provinces, and only by persons permitted to sell such New Shares. This document is not, and under no circumstances is to be construed as, an advertisement or a public offering of securities in the Provinces. This document may only be distributed in the Provinces to persons that are "accredited investors" within the meaning of NI Prospectus and Registration Exemptions, of the Canadian Securities Administrators. No securities commission or similar authority in the Provinces has reviewed or in any way passed upon this document, the merits of the New Shares or the offering of New Shares and any representation to the contrary is an offence. No prospectus has been, or will be, filed in the Provinces with respect to the offering of New Shares or the resale of such securities. Any person in the Provinces lawfully participating in the offer will not receive the information, legal rights or protections that would be afforded had a prospectus been filed and receipted by the securities regulator in the applicable Province. Furthermore, any resale of the New Shares in the Provinces must be made in accordance with applicable Canadian securities laws which may require resales to be made in accordance with exemptions from dealer registration and prospectus requirements. These resale restrictions may in some circumstances apply to resales of the New Shares outside Canada and, as a result, Canadian purchasers should seek legal advice prior to any resale of the New Shares. The Company, and the directors and officers of the Company, may be located outside Canada, and as a result, it may not be possible for Canadian purchasers to effect service of process within Canada upon the Company or its directors or officers. All or a substantial portion of the assets of the Company and such persons may be located outside Canada, and as a result, it may not be possible to satisfy a judgment against the Company or such persons in Canada or to enforce a judgment obtained in Canadian courts against the Company or such persons outside Canada. Any financial information contained in this document has been prepared in accordance with Australian Accounting Standards and also comply with International Financial Reporting Standards and interpretations issued by the International Accounting Standards Board. Unless stated otherwise, all dollar amounts contained in this document are in Australian dollars. Statutory rights of action for damages or rescission Securities legislation in certain of the Provinces may provide purchasers with, in addition to any other rights they may have at law, rights of rescission or to damages, or both, when an offering memorandum that is delivered to purchasers contains a misrepresentation. These rights and remedies must be exercised within prescribed time limits and are subject to the defenses contained in applicable securities legislation. Prospective purchasers should refer to the applicable provisions of the securities legislation of their respective Province for the particulars of these rights or consult with a legal adviser. 33

34 International Headline goes Selling here Restrictions The following is a summary of the statutory rights of rescission or to damages, or both, available to purchasers in Ontario. In Ontario, every purchaser of the New Shares purchased pursuant to this document (other than (a) a "Canadian financial institution" or a "Schedule III bank" (each as defined in NI ), (b) the Business Development Bank of Canada or (c) a subsidiary of any person referred to in (a) or (b) above, if the person owns all the voting securities of the subsidiary, except the voting securities required by law to be owned by the directors of that subsidiary) shall have a statutory right of action for damages and/or rescission against the Company if this document or any amendment thereto contains a misrepresentation. If a purchaser elects to exercise the right of action for rescission, the purchaser will have no right of action for damages against the Company. This right of action for rescission or damages is in addition to and without derogation from any other right the purchaser may have at law. In particular, Section of the Securities Act (Ontario) provides that, if this document contains a misrepresentation, a purchaser who purchases the New Shares during the period of distribution shall be deemed to have relied on the misrepresentation if it was a misrepresentation at the time of purchase and has a right of action for damages or, alternatively, may elect to exercise a right of rescission against the Company, provided that (a) the Company will not be liable if it proves that the purchaser purchased the New Shares with knowledge of the misrepresentation; (b) in an action for damages, the Company is not liable for all or any portion of the damages that the Company proves does not represent the depreciation in value of the New Shares as a result of the misrepresentation relied upon; and (c) in no case shall the amount recoverable exceed the price at which the New Shares were offered. Section 138 of the Securities Act (Ontario) provides that no action shall be commenced to enforce these rights more than (a) in the case of any action for rescission, 180 days after the date of the transaction that gave rise to the cause of action or (b) in the case of any action, other than an action for rescission, the earlier of (i) 180 days after the purchaser first had knowledge of the fact giving rise to the cause of action or (ii) three years after the date of the transaction that gave rise to the cause of action. These rights are in addition to and not in derogation from any other right the purchaser may have. Certain Canadian income tax considerations. Prospective purchasers of the New Shares should consult their own tax adviser with respect to any taxes payable in connection with the acquisition, holding, or disposition of the New Shares as any discussion of taxation related maters in this document is not a comprehensive description and there are a number of substantive Canadian tax compliance requirements for investors in the Provinces. Language of documents in Canada. Upon receipt of this document, each investor in Canada hereby confirms that it has expressly requested that all documents evidencing or relating in any way to the sale of the New Shares (including for greater certainty any purchase confirmation or any notice) be drawn up in the English language only. Par la réception de ce document, chaque investisseur canadien confirme par les présentes qu il a expressément exigé que tous les documents faisant foi ou se rapportant de quelque manière que ce soit à la vente des valeurs mobilières décrites aux présentes (incluant, pour plus de certitude, toute confirmation d achat ou tout avis) soient rédigés en anglais seulement. 34

35 International Headline goes Selling here Restrictions European Economic Area Germany The information in this document has been prepared on the basis that all offers of New Shares will be made pursuant to an exemption under the Directive 2003/71/EC ("Prospectus Directive"), as amended and implemented in Member States of the European Economic Area (each, a "Relevant Member State"), from the requirement to produce a prospectus for offers of securities. An offer to the public of New Shares has not been made, and may not be made, in a Relevant Member State except pursuant to one of the following exemptions under the Prospectus Directive as implemented in that Relevant Member State: to any legal entity that is authorized or regulated to operate in the financial markets or whose main business is to invest in financial instruments; to any legal entity that satisfies two of the following three criteria: (i) balance sheet total of at least 20,000,000; (ii) annual net turnover of at least 40,000,000 and (iii) own funds of at least 2,000,000 (as shown on its last annual unconsolidated or consolidated financial statements); to any person or entity who has requested to be treated as a professional client in accordance with the EU Markets in Financial Instruments Directive (Directive 2004/39/EC, "MiFID"); or to any person or entity who is recognised as an eligible counterparty in accordance with Article 24 of the MiFID. Hong Kong WARNING: This document has not been, and will not be, registered as a prospectus under the Companies Ordinance (Cap. 32) of Hong Kong (the "Companies Ordinance"), nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the "SFO"). No action has been taken in Hong Kong to authorise or register this document or to permit the distribution of this document or any documents issued in connection with it. Accordingly, the New Shares have not been and will not be offered or sold in Hong Kong other than to "professional investors" (as defined in the SFO). No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to New Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors (as defined in the SFO and any rules made under that ordinance). No person allotted New Shares may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such securities. The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional advice. 35

36 International Headline goes Selling here Restrictions Malaysia This document may not be distributed or made available in Malaysia. No approval from the Securities Commission of Malaysia has been or will be obtained in relation to any offer of New Shares. The New Shares may not be offered or sold in Malaysia except pursuant to an exemption from the prospectus requirements under the Malaysian Capital Markets and Services Act. New Zealand This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Securities Act 1978 (New Zealand). The New Shares in the entitlement offer are not being offered or sold to the public in New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand to whom the offer of New Shares is being made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2013 (New Zealand). Other than in the entitlement offer, New Shares may be offered and sold in New Zealand only to: persons whose principal business is the investment of money or who, in the course of and for the purposes of their business, habitually invest money; or persons who are each required to (i) pay a minimum subscription price of at least NZ$500,000 for the securities before allotment or (ii) have previously paid a minimum subscription price of at least NZ$500,000 for securities of the Company ("initial securities") in a single transaction before the allotment of such initial securities and such allotment was not more than 18 months prior to the date of this document. Panama The New Shares have not been registered with the Superintendence of the Securities Market. The exemption from registration is based on numeral 3 of Article 83 of Decree Law 1 of July 8, 1999 (Institutional Investors). In consequence, the tax treatment established in Articles 269 to 271 of Decree Law 1 of July 8, 1999, does not apply to them. These securities are not under the supervision of the Superintendence of the Securities Market. The New Shares may only be offered in Panama to institutional investors (as defined in regulations issued by the Superintendence of the Securities Market). 36

37 International Headline goes Selling here Restrictions Singapore This document and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of New Shares, may not be issued, circulated or distributed, nor may the New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), or as otherwise pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA. This document has been given to you on the basis that you are (i) an existing holder of the Company s shares, (ii) an "institutional investor" (as defined in the SFA) or (iii) a "relevant person" (as defined in section 275(2) of the SFA). In the event that you are not an investor falling within any of the categories set out above, please return this document immediately. You may not forward or circulate this document to any other person in Singapore. Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly. Switzerland The New Shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange ("SIX") or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the New Shares may be publicly distributed or otherwise made publicly available in Switzerland. The New Shares will only be offered to regulated financial intermediaries such as banks, securities dealers, insurance institutions and fund management companies as well as institutional investors with professional treasury operations. Neither this document nor any other offering or marketing material relating to the New Shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of New Shares will not be supervised by, the Swiss Financial Market Supervisory Authority (FINMA). This document is personal to the recipient only and not for general circulation in Switzerland. 37

38 International Headline goes Selling here Restrictions United Kingdom Neither the information in this document nor any other document relating to the offer has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended ("FSMA")) has been published or is intended to be published in respect of the New Shares. This document is issued on a confidential basis to "qualified investors" (within the meaning of section 86(7) of FSMA) in the United Kingdom, and the New Shares may not be offered or sold in the United Kingdom by means of this document, any accompanying letter or any other document, except in circumstances which do not require the publication of a prospectus pursuant to section 86(1) FSMA. This document should not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom. Any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) received in connection with the issue or sale of the New Shares has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of FSMA does not apply to the Company. In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 ("FPO"), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together "relevant persons"). The investments to which this document relates are available only to, and any invitation, offer or agreement to purchase will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. United States This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. Any securities described in this document have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws. 38

39 Group Headline Mineral goes Resources here * # * As at 30/06/2013 compiled under JORC Code This information was prepared and first disclosed under the JORC Code It has not been updated since to comply with the JORC Code 2012 on the basis that the information has not materially changed since it was last reported. # As at 31/12/2013 compiled under JORC Code

40 Group Ore Reserves * # * As at 30/06/2013 compiled under JORC Code This information was prepared and first disclosed under the JORC Code It has not been updated since to comply with the JORC Code 2012 on the basis that the information has not materially changed since it was last reported. # As at 31/12/2013 compiled under JORC Code

41 Group Headline Mineral goes Resources here and Ore Reserves Competent Persons Statement (JORC Code 2012): The information on Exploration Results, Group Mineral Resources and Ore Reserves is extracted from the reports entitled 2013 Mineral Resources and Ore Reserves dated 8 October 2013 and Saracen Acquires Thunderbox Operations dated 21 January Both reports are available to view on the ASX Website at and the Company s website at The Company confirms that it is not aware of any new information or data that materially affects the information included in the original market announcement and, in the case of estimates of Mineral Resources and Ore Reserves, that all market assumptions and technical assumptions underpinning the estimates in the relevant market announcements continue to apply and have not materially changed. The Company confirms that the form and context in which the Competent Person s findings are presented have not been materially modified from the original market announcement. 41

42 Group Headline Mineral goes Resources here and Ore Reserves Competent Persons Statement (JORC Code 2004): The information in this report that relates to Exploration results, Mineral Resources and Ore Reserves has been compiled under the supervision of Mr Daniel Howe (BSc) and is based on, and fairly represents, information and supporting documentation prepared by Mr Howe. Mr Howe, who is a Member of the Australasian Institute of Mining and Metallurgy and Australian Institute of Geoscientists, is a full-time employee of Saracen Gold Mines Pty Ltd. Mr Howe has sufficient experience that is relevant to the styles of mineralisation and types of deposit under consideration and to the activity that he is undertaking to qualify as a Competent person as defined in the 2004 edition of the Australasian Code for Reporting Exploration Results, Mineral Resources and Ore Reserves. Mr Howe consents to the inclusion in this report of the matters based on his information in the form and context that the information appears. 42