This document provides an overview of Forbes & Manhattan ("F&M"), an investment firm that invests in resource companies. It discusses F&M's business model of adding capital, talent, and strategy to resource assets to increase their value. Key points include: - F&M aims to achieve superior returns for shareholders through active management of projects across various resource commodities. - F&M provides portfolio companies access to expertise, financial resources, and political/industry connections typically only available to major mining companies. - Over the past 10 years, F&M has discovered over 20 million ounces of gold and 3 billion tons of iron metal among other accomplishments. - F&M has a proven track

1. Miners, Operators, Builders
…unlocking value in resource assets
March 2014

2. F&M at a Glance

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


Risk Mitigation Through
Active Management
F&M also have an unparalleled ability to raise capital for projects
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
2

3. F&M Highlights
Over the last 10 years, we have…
Discovered more than 20M oz of gold to 43-101 compliant standards worth more
than $34 billion in situ value today
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
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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3

4. Global Mining Footprint
Canadian
Royalties
Coastal
Gold
Silver Bear
Pitchblack
Ram Coal
Alderon
Northern Sun
Mining
Black Iron
Coastal Gold
Mason Graphite
Emerita
Rodinia
Savary Gold
Allana
Alder Resources
Brazil Potash
Belo Sun
Aguia
Sulliden
Coastal Gold
Crocodile Gold
Aguia
Arena Minerals
Allana
Forbes Coal
Irati
Kombat Copper
Crocodile Gold
Legacy Platinum
Rodinia
Forbes Offices
Projects / Operations
4

5. F&M – A Unique Offering

Integrated Team Built on Technical and Operational Expertise and Accomplished Financial Markets
Professionals
F&M
Stan Bharti
Advisory
Board
Founder and
Executive Chairman
Technical
Team
 Over 50
engineers
 Over 50
geologists
 Expertise in all
mining, energy
and agriculture
products
Legal
Team
 11 (globally
trained) full-time
securities
lawyers and
support staff
Financial
Team
 Over 30 people
with expertise in
– M&A
– Investment
banking
– Corporate Finance
& Corporate
Development
– Investor relations
Admin /
Accounting
 Over 20 in house
accounting and
administration
staff
5

6. F&M – Select Key Deals
Consolidated Thompson
Desert Sun Mining
Avion Gold
Black Iron
Sold for USD 4.9 billion
Sold for USD 750 million
Sold for USD 400 million
Mkt Cap – CAD 28 million
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
Acquired a controlling position in
Desert Sun in 2002. Developed
Jacobina mine to near production
and sold 4 years later for $750m
Originally acquired distressed assets
in 2008 for $0.20 in the dollar. Sold
to Endeavour Mining in 2012 for
$400m (~89c)
Iron ore exploration and
development company - project in
Ukraine. Recently signed
development agreement with
MetInvest
2011
2006
2012
Ongoing
Sulliden Gold
Alderon Iron
Belo Sun
Forbes Coal
Mkt Cap – CAD 285 million
Mkt Cap CAD – 200 million
Mkt Cap – CAD 155 million
Mkt Cap – CAD 8 million
F&M acquired Sulliden in March
2009 and resolved long-standing
disputes regarding title. Current
resource of 3.4moz Au (Ag co prod)
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
Exploration company with portfolio
of assets in Brazil. Current mineral
resource of almost 7.1moz
F&M acquired control of two coal
mines in South Africa . Locked in 3year off-take agreements with
Glencore and Vitol before final
acquisition payments were due
Ongoing
Ongoing
Ongoing
Ongoing
6

7. F&M – Outstanding Investment Returns
 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
Core Portfolio1
Number of Transactions
F&M Invested
Capital
F&M including
Co-investors
28
28
139
1,498
55
388
Realized Proceeds ($ millions)
235
1,910
Total Value ($ millions)
289
2,297
78.5%
181.3%
2.1x
1.5x
1.3
0.4
Capital Invested ($ millions)
Unrealized Proceeds ($ millions)
Gross IRR
Multiple of Cost (overall)
Weighted Average Holding Period, Years
1
Data is as of June 30, 2013
An Outstanding Track Record in Value Creation
7

8. Superior Capital Raising Capabilities
No. of
Transactions
Capital Raisings for F&M Companies
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
$1,945m
83
-
Total
8

9. An Unrivalled Technical Platform
and Skills Base – Ability to Execute
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
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
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
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.
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
Anglo American
Falconbridge
Vale
Goldcorp
Aur Resources
Extensive Global Expertise In-house
9

10. International Advisory Board
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
10

11. Investment Criteria
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
Case Study: Sulliden Gold
•
Gold, target 3 moz or greater, with preference for
higher grade and polymetallic systems
•
Will consider lower tonnages on exceptional
‘direct ship’ ore
•
Potash, target 500 MT minimum size potash
basins, e.g. Brazil and Ethiopia
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
Iron ore, target 500 MT – 1 billion tons+
depending on logistics and infrastructure
•
•
Geological / Exploration Risk is Minimized
11

12. 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
Case Study: Allana Potash

Work in concert with the local governments as a long
term partner
•
F&M purchased two potash
projects in Ethiopia and
Argentina

Liaising with our partners MIGA and the World Bank
who have successfully provided Political Risk
Insurance for over $17 bn of emerging markets
investments
•
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
12

13. 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
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
Optimal Structuring and Valuation Discipline
Has Generated High Returns for F&M
13

14. Investment Criteria
4. Ability to Transform Assets

F&M provides management, capital and direction to
move resource assets up the value chain
•
•
Feasibility study
•
Permitting/environmental
•
Financing
•
Construction
•

Resource delineation and expansion
Operation and expansion
At each stage the project becomes less risky and
more valuable
•
Success is not contingent on rising commodity
prices
Well Proven Mining Engineering Process to
Unlocking Value
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
14

15. Investment Criteria
5. Profitable Exits

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
•
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
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
Proven Exit Strategy with Repeated Execution
15

16. Group at a Glance
BASE AND PRECIOUS
METALS GROUP
Forbes & Manhattan
BULK / SPECIALTY
METALS GROUP
AGRICULTURE
GROUP
ENERGY GROUP
FINANCIAL & OTHER
GROUP
16

17. www.forbesmanhattan.com