Financing Opportunities for Mining Ventures and Going Public with the TSX Venture CPC Program Tim Babcock Director, Listed Issuer Services TSX Venture Exchange 1 Disclaimer This document is for information purposes only and is not an invitation to purchase securities listed on Toronto Stock Exchange and/or TSX Venture Exchange or Natural Gas Exchange. TMX Group Inc. and its affiliates do not endorse or recommend any securities referenced in this document. Please seek professional advice to evaluate specific securities. While the information herein is collected and compiled with care, neither TMX Group Inc. nor any of its affiliated companies represents, warrants or guarantees the accuracy or the completeness of the information. You agree not to rely on the information contained herein for any trading, business or financial purpose. This information is provided with the express condition, to which by making use thereof you expressly consent, that no liability shall be incurred by TMX Group Inc. and/or any of its affiliates as a result of any errors or inaccuracies herein or any use or reliance upon this information. © 2009 TMX Group Inc. 2 Contents 1. Globally Competitive Exchanges 2. Experts in Mining 3. TSX Venture Exchange and the Capital Pool Company Program 3 TMX Group is a Multi-Asset Class Market Leader Equities Derivatives (53% Ownership) (19.9% Ownership) Energy Fixed Income Data (47% Ownership) 4 Toronto Stock Exchange and TSX Venture Exchange th 8largest exchange group Based on domestic market cap of listed issuers on TSX and TSXV (WFE, Dec 2008) st 1 in North America nd 2 globally Based on number of listed issuers on TSX and TSXV (WFE, Dec 2008) 5 th 7 largest exchange group By equity capital raised (WFE, Dec 2008) Unique Market Structure 2,262 companies 45 graduates in 2008 72 graduates in 2007 1,570 companies TSX Venture Exchange Toronto Stock Exchange • Access to capital for earlier stage companies or smaller financings • Senior market for well established businesses and management teams with experience in public markets • Total market cap of $17.0 Billion & average market cap of $7.5MM • Cost effective stepping stone for international companies looking to list on a quality North American market • Exchange mandate to mentor management of newly public companies • Streamlined graduation to TSX when senior market requirements are met • 102 year history 6 • Total market cap of $1.3 Trillion & average market cap of $815MM • 32% of TSX issuers >$500M are interlisted on a US exchange • Access to larger, more international institutional investors and greater analyst coverage • Globally visible specialized indices • 156 year history Investor Relations is key to success The Equicom Group is a leading Investor Relations consulting firm and a trusted resource in the capital markets. Service Offerings IR strategy Financial media relations Broker relations Investor roadshows News releases and filings (SEDAR) www.equicomgroup.com 7 Contents 1. Globally Competitive Exchanges 2. Experts in Mining 3. TSX Venture Exchange and the Capital Pool Company Program 8 More mining companies are listed on TMX equity exchanges than any other market in the world TOTAL NUMBER OF MINING ISSUERS NUMBER OF NEW MINING LISTINGS IN 2008 138 1427 684 216 TSX TSXV 9 ASX LSEAIM 29 84 68 55 48 HKEx NYSE Amex JSE NYSE Source: Exchange Websites *Includes RTOs and QTs on TSXV TSX TSXV* ASX 9 5 3 3 2 LSE-AIM NYSE Amex NYSE HKEx JSE Our exchanges have the most diversified roster of public mining companies by stage of development MARKET CAPITALIZATION OF TORONTO STOCK EXCHANGE AND TSX VENTURE EXCHANGE MINING ISSUERS (C$M) April 30 2009 43% 16% 1% <1 18% 14%14% 9% 8% 1-5 5-10 10-25 15% 4% 25-50 13% 16% 2% 1% 9% 0% 50-100 100-250 250-500 TSX Venture 6% 0% 10% 0% 500-1B >1B TSX Toronto Stock Exchange mining issuer base: 344 issuers, $229.4B Market Cap TSX Venture Exchange mining issuer base (excludes NEX): 1077 issuers, $12.3B Market Cap 10 We have 123 international mining companies – the most of any exchange in the world TMX Group International Listings by Sector Financial Services & Products, 18, 7% Cleantech, 15, 5% TMX Group Mining International Listings by Country/Region Life Sciences, 11, 4% UK/Europe, 13, 10% Australia/New Zealand/Papua New Guinea, 27, 21% South Africa/Africa, 11, 9% China, 10, 8% Tech, 16, 6% Central & S.America, 4, 3% Mining, 123, 45% Oil & Gas, 27, 10% Other*, 3, 2% USA, 59, 47% Diversified Industries, 63, 23% Exposure to different countries through the mining sector on TMX 11 *Other includes Caribbean, Channel Islands, Guernsey Our mining companies have operations around the world 50% of the 10,000+ mineral exploration projects held by TSX and TSXV companies are outside of Canada 12 Source: InfoMine Mining sector activity has increased in the first five months of 2009 25 New Mining Listings (Includes 14 Mining QTs) Q1 Value of Mining Equity Financings (C$ Millions) 4,233 356 financings 4 3,250 4 New Mining Listings May 31 2009: 339 Mining Companies on TSX Market Cap C$276.8B (up 34% since Dec.31.2008) 1,876 20 1079 Mining Companies on TSXV Market Cap C$13.8B (up 885 58% since Dec.31.2008) Equity Capital Raised YTD May 2009: TSX: C$6.02B TSXV: C$0.676B (represents 80% of the total mining equity capital raised on TSX and TSXV in all of 08) QTs = Qualifying Transactions on TSX Venture Exchange 13 39 TSX-TSX Venture NYSE ASX LSE-AIM 1 1 165 129 Hong Kong NASDAQ Source: Gamah International, YTD March 2009 Compiled by TMX Group 2 8 Other Mining activity on Toronto Stock Exchange has increased in the last five months 2500 450 400 $1,970 2000 350 300 $1,507 $1,452 1500 250 $1,032 $1,018 200 1000 150 $537 100 500 $345 $254 $239 $212 $102 $88 $63 $44 Aug-08 Sep-08 50 $95 0 0 Jan-08 Feb-08 Mar-08 Apr-08 May-08 Jun-08 Jul-08 Mining Equity Capital Raised on TSX (C$M) 14 Oct-08 Nov-08 Dec-08 Jan-09 Feb-09 TSX Mining Market Cap (C$B) Mar-09 Apr-09 Market Capitalization (C$B) Equity Capital Raised (C$M) $2,113 Contents 1. Globally Competitive Exchanges 2. Experts in Mining 3. TSX Venture Exchange and the Capital Pool Company Program 15 Companies list on TSXV and TSX using various listing vehicles Going Public Activity on TSX Venture Exchange Going Public Activity on TSX 366 223 329 259 204 197 207 281 237 126 2004 2005 IPO 16 2006 CPC IPO RTO 2007 QT Other 2008 2004 2005 2006 IPO Company IPO ETF/Structured Product Other 2007 2008 IPO Income Trust TSX Venture Graduate Capital Pool Company (CPC) Program is a unique reverse merger listing vehicle 17 Successful Track Record of the CPC™ Program Capital Pool Company (CPC™) Program: • 2,021 listed since program inception (1987) • 79% of CPCs have completed their QT • 247 former CPCs currently trade on a senior exchange • 22% of the 45 graduates to TSX in 2008 were CPCs – 28% of the 72 graduates to TSX in 2007 were CPCs • On average since 2004, 8% of TSX’s new listings were CPCs • A new clean CPC shell has none of the hidden costs of a shell with previous operating history 18 As at December 31, 2008 Why/When a CPC Company Wants/ Needs Market Conditions Critical Success Factors 19 • • • • Alternative access to capital; Retain higher ownership Want to be public company (M&A currency, stock options, visibility) Greater flexibility, certainty and control in the process Going public risk reduced • • • • Company is too early stage for a broadly distributed regular IPO IPO market is not strong enough in general VC financing is not viable or management prefers not to use Market appears to reward growth business of target company’s sector • • • • • Management Long term strategy to grow as a public company Reasonable valuation = Viable share structure Investor support Appropriate advisors (lawyer, broker, investment banker) TSX Venture graduates have succeeded in the senior market 31 Companies that started on TSXV are now in S&P/TSX Comp Index (11 were former CPCs) Alamos Gold Inc. AltaGas Income Trust Baytex Energy Trust Birchcliff Energy Ltd. Boardwalk Real Estate Investment Trust Calloway Real Estate Investment Trust Crescent Point Energy Trust Daylight Resources Trust Ensign Energy Services Inc. European Goldfields Limited First Quantum Minerals Ltd. HudBay Minerals Inc. Lundin Mining Corporation New Gold Inc. Niko Resources Ltd. Osisko Mining Corporation 20 Pacific Rubiales Energy Corp. Pan American Silver Corp. Pason Systems Inc. Petrobank Energy And Resources Ltd. Peyto Energy Trust Precision Drilling Trust Provident Energy Trust Red Back Mining Inc. Savanna Energy Services Corp. Silver Standard Resources Inc. Silver Wheaton Corp. Silvercorp Metals Inc. Tanzanian Royalty Exploration Corporation Thompson Creek Metals Company Inc. Vermilion Energy Trust Tim Babcock Director, Listed Issuer Services TSX Venture Exchange 416-365-2202 Email: tim.babcock@tsxventure.com Greg Ferron Senior Manager, Global Mining Toronto Stock Exchange & TSX Venture Exchange greg.ferron@tsx.com 416.947.4477 21