PEARL GOLD AG Investing in West African Mining PEARL GOLD AG SHAREHOLDERS MEETING FRANKFURT AM MAIN 5 September 2012 Lutz Hartmann Management Board Pearl Gold AG
Disclaimer This publication is exclusively for information purposes and does not constitute either an offer to sell or a solicitation of an offer to buy any securities. There was neither a public offer in connection with this transaction, nor will there be a public offer of securities. No securities prospectus has been or will be prepared in connection with the transaction. Dissemination of this disclosure and the offer and sale of securities could be subject to restrictions in certain jurisdictions. This notice is not intended for persons in the United States of America including its territories, dependencies, federal states and the District of Columbia and may not be disseminated either directly or indirectly in the United States of America. This notice is neither an offer nor part of an offer for the sale of or a solicitation of an offer to buy or subscribe for securities in the United States of America. The shares of Pearl Gold AG (the shares ) detailed herein have not been and will not be registered under the United States Securities Act of 1933 in its respective applicable version ('Securities Act') or the laws of any State, nor will they be offered or sold in the United States of America. The shares may neither be offered or sold in the United States of America nor to persons in the United States of America or delivered there either directly or indirectly, excluding exceptional cases as a result of an exemption from the registration requirements in the Securities Act or the law of an individual state of the USA. This disclosure is not intended for persons in Canada, Japan or Australia. The securities detailed in this disclosure may not be offered or sold to persons in these countries. DISCLAIMER 2
Pearl Gold at a Glance Market Environment & Potential 4-6 7-9 CONTENT Business Model & Strategy 10-17 Latest Financial Figures & Outlook 18-21 3
PEARL GOLD AT A GLANCE
Company Profile Founded on 11 November 2008 Headquartered in Frankfurt am Main, Germany Strategic focus: Investments in West African mining companies in the area of gold and other precious metals Since 17 December 2010 listed on the Open Market of the Frankfurt Stock Exchange Market Capitalization: EUR 187.20 million (status: 3 May 2012) First investment: 25% stake in Malian mining company Wassoul Or S.A. Wassoul Or owns a 30-year lease (until 2027) on an over 100km² large concession, 300 km south of Bamako, which spans five potential mining areas First running operation: Mining site in Kodieran that contains at least 1.75 million ounces of proven recoverable gold reserves (according to international standard NI 43-101) The Kodieran gold mine was inaugurated on 25 February 2012 and gold production has started PEARL GOLD AT AGLANCE 5
What happened last year? Start-up of the Kodiéran goldmine in March 2012 Relaunch of Pearl Gold AG s company website in January 2012 Official opening of the mine on 25 February 2012 by the Malian President Appointment of Lutz Hartmann as member of the Board in March 2012 Capital increase by way of a contribution in kind in March 2012 First gold delivery from the Kodiéran mine arrived in Switzerland for refining in May 2012 Exploration of the Traoréla mining area in May and June 2012 Successful test of the second production line (+ 5.000 tons/day) in August 2012 PEARL GOLD AT A GLANCE 6
MARKET ENVIRONMENT & POTENTIAL
The Gold Market The price of gold has risen by 500% in the last decade Especially as a crisis currency, gold has clearly increased in value over the past years The biggest gold-producing countries worldwide are China, Australia, the US, Russia and South Africa Proportion of smaller gold producers is increasing (Argentina, Bolivia, Brazil, Chile, Columbia, Ghana, Kazakhstan, Mali, Mexico, Morocco, Uzbekistan, Papua New Guinea, the Philippines, Tanzania): In 2010 already accounting for more than one third of the global gold production (compared to less than 10% in 1969) Total quantity of gold that is available for commercial production is estimated to 100,000 tons (2009) Due to decreasing gold reserves, mining operators are often forced to choose more complex and expensive mining methods Increasing extraction and production costs and the search for a more cost-efficient gold production in promising emerging markets Gold price in US$ per ounce 1200 1000 800 600 400 200 164 Average gold price in US$ per ounce Average costs of gold production in US$ per ounce 281 280 323 301 394 402 488 470 484 611 566 MARKET ENVIRONMENT & POTENTIAL 0 2005 2006 2007 2008 2009 2010 Sources: http://www.mindat.org; http:// www.goldprice.org; USGS; http://minerals.usgs.gov/minerals/pubs/commodity/gold/mcs-2011-gold.pdf; World Gold Council; http://www.gold.org/about_gold/story_of_gold/demand_and_supply, http://www.boerse.de/rohstoffe/infografiken/preis-vs-foerderkosten-fuer-eine- Feinunze-Gold-53; http://www.gold.org/investment/statistics/gold_price_chart/ 8
High Potential in West Africa West Africa is one of the most promising commodities regions in Africa with large unexplored gold reserves From 2005-2010, the gold production in Ghana, Guinea, Mail, Mauretania, Ivory Coast and Burkina Faso increased by more than 65% to 6.7 million ounces (190 tons) per year Apart from that West Africa is a country with promising prospects for other precious metals Mali: Promising Gold Region Third largest gold producer in Africa after South Africa and Ghana Over 1,000 years tradition in gold exploitation Gold is before cotton the country s largest export product Until 2013, increase of the annual production by about 2 million ounces (57 tons) is expected Still many unexplored gold reserves in the West and Southwest of the country Deposits are often situated from the surface down, which allows cost-efficient mining methods without deep drilling and blasting Good legal framework for foreign investors Positive fiscal policy: Tax free period of 5 years after the start of production and far less corporate tax than in the neighboring countries Long tradition of foreign investors MARKET ENVIRONMENT & POTENTIAL 9
BUSINESS MODEL & STRATEGY
Positioning & Strategy German Holding with lean organization structure and strong investor base of institutional investors as well as wealthy individuals Strategic approach of investment projects in the area of gold and other precious metals, selected by an experienced management and expert supervisory board Country focus of the investments: West Africa one of the most promising precious metals regions worldwide First investment: Gold mining company in Mali with a mix of exploration and production ( Junior-Producer) BUSINESS MODEL & STRATEGY Investments in local mining companies with utilization of modern mining technologies and methods 11
Management LUTZ HARTMANN Lawyer with notable experience in cross-border M&A transactions, capital markets and corporate law Supervisory Board JEAN LOUIS DUPUY Career banker with a thirtyyear experience in the management of Credit Agricole in Lyon (France) Supervisory board members with several years of experience in the commodity and mining business, reliable contacts to West African government representatives and partners as well as broad knowledge of the capital markets Robert Francis GONINON, president of the supervisory board (geologist; expert for oil, gas and mining industry) Aliou Boubacar DIALLO, member of the supervisory board (Owner of Malian mine with strong network to West African representatives of economy and politics) Alexandre DAVIDOFF, member of the supervisory board (Lawyer; former honorary consul of the Republic of Mali in French- and Italian-speaking Switzerland) Olivier COURIOL, member of the supervisory board (Owner of an asset management company) Pierre ROUX, member of the supervisory board (Specialist for security policy and security audit) Dominique FOUQUET, member of the supervisory board (Portfolio manager) BUSINESS MODEL & STRATEGY 12
Share structure Pearl Gold AG 25,000,000.00 no-par shares with a nominal value of EUR 1.00 50% 50% Free Float Major shareholders (each > 5% portion) First participation: Gold mining company Wassoul Or in Mali 25 % share in the Malian company Wassoul Or S.A. with further company agreement with the Malian state and SODINAF Protection of Pearl Gold s interests: Veto right in important decisions with regard to capital increases and company sales and two seats in Management Board of Wassoul Or. BUSINESS MODEL & STRATEGY Pearl Gold AG State of Mali SODINAF S.A. Miscellaneous 25% 20% 54.27% 0.72% Wassoul Or S.A. 13
Gold delivery rights Pearl Gold received the right for delivery of a total of 48,000 ounces in exchange for the issuance of 5,000,000 shares Due to the continuous rise in the price of gold, we would today generate a surplus of over EUR 2,000,000 on the basis of the share price at that time (average of over EUR 12) The issuance of the new shares will also be visible in the total number of shares on Xetra and the Frankfurter Börse immediately after this General Meeting. Pearl Gold AG will then have 25,000,000 shares and show a market value of approx. EUR 280,000,000. As a result of the gold deliveries, Pearl Gold can show a profit for 2012 and decide on an appropriation of earnings. Political situation in Mali The following should be taken into consideration when assessing the situation in Mali: The distances between the mine and the area around Timbuktu Good network in Mali through the main shareholder Aliou Diallo Mali s dependance on foreign investors and know-how BUSINESS MODEL & STRATEGY 14
Gold Mining Company with Future Potential Wassoul Or: one of the most promising mining companies in Mali, based in Bamako Owns 30-year mining lease (1997-2027) on the 100 km² Faboula concession, 300 km South of Bamako with five potential mineralised sites, one of which is in production and one in exploration 1. Kodieran: proven gold reserves with a total gold deposits of about 1.75 million ounces 2. Traorela: indicated resources, amount unknown, presence of gold confirmed 3. Faboula: indicated resources, amount unknown, presence of gold confirmed 4. Kobala: indicated resources, amount unknown, presence of gold confirmed 5. Daolila: indicated resources, amount unknown, presence of gold confirmed BUSINESS MODEL & STRATEGY 15
Operation in Progress: Kodieran Gold Mine Pilot plant with a capacity of 1,000t/day over a period of 12 months successfully operated (2007-2008) Opening of the mine on 25 February 2012 Commissioning of an open pit mine with a daily production capacity of 11,000t raw material average output of about 630 ounces gold per day Good logistics and infrastructure (about 300 km asphalt road and airport runway) for a fast transport of material and extracted gold BUSINESS MODEL & STRATEGY 16
Current state of the mine in Kodiéran BUSINESS MODEL & STRATEGY 17
LATEST FINANCIAL FIGURES AND OUTLOOK
Balance sheet 2011 and interim balance sheet 31/08/2012 ASSETS 31.12.2011 IFRS audited 31.08.2012 After capital increase IFRS not audited A. Long term assets 140.210 140.311 B. Short term assets 401 62.506 LIABILITIES 31.12.2011 IFRS audited 31.08.2012 After capital increase IFRS Not audited TEUR TEUR TEUR TEUR A. Share capital I. Subscribed capital 20.000 25.000 II. Capital reserves 120.300 177.050 III. Accumulated loss -1,210-1,743 IV. Valuation reserve -115-115 138.975 200.192 B. Short term liabilities 1.636 2.625 Total assets 140.611 202.817 140.611 202.817 LATEST FINANCIAL FIGURES AND OUTLOOK 19
Profit and loss statement 2011 and 31/08/2012 Expenditures 1.1.- 31.12.2011 IFRS audited 1.1.-31.08.2012 after capital increase IFRS not audited A. Other business expenditures 706 655 B. Amortisation 0 0 Profit 1.1.- 31.12.2011 IFRS audited 1.1.-31.08.2012 after capital increase IFRS not audited TEUR TEUR TEUR TEUR A. Sales revenue 48 20 B. Other business profits 51 0 C. Financial results 0 1 D. Profit tax (only potential) 96 100 B. Annual deficit/total result 511 534 Total 706 655 706 655 LATEST FINANCIAL FIGURES AND OUTLOOK 20
Solid Starting Position for Further Growth Establishing a high-dividend resources company Research and Analysis of Potential Further Investments West African mining companies in the sector of gold and other precious metals New Drillings & Start Exploration in the Second Area of Faboula Concession 20,000m drilling program (RC drillings) April - Sept 6,000m RC exploration phase to investigate one of the other four mining areas of Faboula concession 14,000m drillings for extension of the Kodieran mine to explore possible further deposits Transfer to the General Standard at the Frankfurt Stock Exchange Submission of prospectus to the BaFin still in the first halfyear of 2012 LATEST FINANCIAL FIGURES & OUTLOOK 21
THANK YOU FOR YOUR ATTENTION CONTACT Contact: Pearl Gold AG An der Welle 4 60322 Frankfurt am Main Lutz Hartmann, Member of the Board Tel: +49 (0) 69 7593-8587 E-Mail: hartmann@pearlgoldag.com Web: www.pearlgoldag.com/de 22