Financing Mining Projects in South America Simion S. Candrea Mining Investment Banking MineSouthAmerica: Focus on Colombia Seminar 17 June 2010 This presentation was prepared exclusively for the benefit and internal use of the Jennings Capital client whom it is directly addressed and delivered (including such client’s subsidiaries, the “Company”) in order to assist the Company in evaluating, on a preliminary basis, the feasibility of a possible transaction or transactions and does not carry any right of publication or disclosure, in whole or in part, to any other party. This presentation is for discussion purposes only and is incomplete without reference to, and should be viewed solely in conjunction with, the oral briefing provided by Jennings Capital. Neither this presentation nor part of its contents may be disclosed or used by any other purpose without the prior written consent of Jennings Capital. The information in this presentation is based upon any management forecasts supplied to us and reflects prevailing conditions and our views on this date, all of which are accordingly subject to change. Jennings Capital’s opinions and estimates constitute Jennings Capital’s judgment and should be regarded as indicative, preliminary and for illustrative purposes only. In preparing this presentation, we have relied upon and assumed, without independent verification, the accuracy and completeness of all information available from public sources or which was provided to us by or on behalf of the Company or which was otherwise reviewed by us. In addition, our analyses are not and do not purport to be appraisals of the asset, stock, or business of the Company or any other entity. Jennings Capital makes no representations as to the actual value which may be received in connection with neither a transaction nor the legal, tax or accounting effects of consummating a transaction. Unless expressly contemplated hereby, the information in this presentation does not take into account the effects of a possible transaction or transactions involving an actual or potential change of control, which may have significant valuation and other effects. Jennings Capital’s policies prohibit employees from offering, directly or indirectly, a favorable research rating or specific price target, or offering to change a rating or price target, to a subject company as consideration or inducement for the receipt of business or compensation. Jennings Capital also prohibits its research analysts from being compensated for involvement in investment banking transactions except to the extent that such participation is intended to benefit investors. Jennings Capital Inc. and its affiliates do not provide tax advice. Accordingly, any discussion of tax matters included herein (including any attachments) is not intended or written to be used, and cannot be used, in connection with the promotion, marketing or recommendation by anyone not affiliated with Jennings Capital of any of the matters addressed herein or for the purpose of avoiding tax related penalties. This presentation does not constitute a commitment by Jennings Capital to underwrite, subscribe for or place any securities or to extend, arrange or provide any other services. 2 Financing Mining Projects in Colombia/ South America Presentation Highlights Investing Rationale: Investing in Colombian: Rationale Why Colombia Financings Projects/ Companies in Colombia Mechanisms Recent capital markets trends Future Jurisdiction and mining legislation One of the most underexplored mineral regions Stable democracy for over 60 years Accessing International Capital Markets Jennings Capital Inc./ Case Study: Greystar Resources Listing on the TSX/ TSX V: IPO, RTO Straight Equity Financings Project Financings: Debt, Equity, Exotic Capital providers: individual & institutional investors, strategic partners, supranationals Jennings Capital Inc. 3 Independence Full service investment dealer Expertise in mining Partnership model Why Invest in Colombia? GDP & Economic Growth Experienced accelerating growth between 2002 and 2007 2008: US$242 billion, 2009: US$235 billion Mining and Oil & Gas sectors – significant contributors to GDP Politically Stable and Environmentally Friendly Government is a popular two-term administration with a “right of centre” political orientation and active pro-business policies No history of nationalizing foreign holdings or defaulting on foreign debt Clear environmental approval system Favorable Climate for Investment Mining Leadership Mining investment in 2010 forecasted at around $3 billion (Minister of Mining Hernan Martinez) The World Bank ranked Colombia as the most business friendly country in Latin America Legal Stability Contracts with Colombian Government Free Trade Zones – 15% income tax, allowing sales in the local market Latin America’s largest coal producer, 2nd largest gold producer, 4th largest oil producer, and only platinum producer Modern, incentive structured Mining Act (passed new mining laws in 2001) Active international mining company presence with several large scale operations with attendant port and railroad facilities Source: “Invest in Colombia”; Thomson Reuters 4 Cerro Matoso – BHP Billiton’s nickel laterite mine (operating since 1982) El Cerrejon – coal mining JV between BHP Billiton, Anglo American, and Xstrata Pacific Rubiales – oil & gas Anglo Gold re-establishes/ relocates, in 2006, expl. office from Lima Doing Business in Colombia Colombia - the most business friendly country in Latin America 2010 (The World Bank - “Doing Business Report”) Colombia - named as a Top 10 reformer for the last 4 years From 2007 to 2010, Colombia improved 42 positions, reaching 37th in the ranking of 181 countries Source: World Bank “Doing Business 2010 Report” 5 Investor Protection in Colombia Colombia Ranks No.1 in Latin America that Best Protect Investors* *Ranking made up by 183 countries Source: World Bank “Doing Business 2010 Report” 6 Colombia is a Focus for TSX/ TSX-V Mining Companies TSX: 7 Co’s, 21 Different Properties TSXV: 9 Co’s, 17 Different Properties TSX: 5 cos, 11 props TSXV: 6 cos, 24 props TSX: 10 cos, 22 props TSXV: 10 cos, 26 props TSX: 7 cos, 23 props TSXV: 17 cos, 42 props TSX: 21 cos, 80 props TSXV: 27 cos, 76 props TSX: 30 Co’s, 114 props TSX V: 53 Co’s, 143 props TSX: 9 cos, 9 props TSXV: 6 cos, 21 props TSXV: 3 cos, 4 props TSXV: 2 cos, 19 props TSX: 22 cos, 56 props TSXV: 35 cos, 84 props Source: the TMX Group TSX: 23 cos, 81 props TSXV: 34 cos, 143 props 7 Colombia: Large Undeveloped Gold and Coal Mines Current Coal Reserves 17 Billion Tons; Annual Production of Only 73.5 Million Tons CERREJON ANGOSTURA Largest undeveloped gold project in the world World’s largest open pit coal mining operation 11.5 M Au oz M&I; 3.5 M Au oz Inferred 2008: 736.3 Mt 2P; 1,379.9 Mt M&I Owner: Greystar Resources Operator: Anglo American MARMATO LA BODEGA 7.5 M Au oz M&I; 2.2 M Au oz Inferred Hosts high-grade Au in the La Mascota Zone Owner: Medoro Resources Owner: Ventana Gold Corp. Colombia Based TSX Listed Co’s: LA COLOSA 2009: 12.32 M Au oz M&I Alder Resources ltd. Owner: AngloGold Ashanti AngloAmerican PLC GRAMALOTE PAVO REAL PROJECT 2009: 1.04 M Au oz Indicated & Inferred PERU Owners: B2Gold (JV with AngloGold Ashanti) Exploration stage AngloGold Ashanti Antioquia Gold Colombian Mines Galway Resources Medoro Resources Up to 50 g gold in surface samples Miranda Gold Corp. Owner: Miranda Gold OroAndes Resource Source: Invest in Colombia; Company Reports Ventana Gold Corp. 8 Colombia: Untapped O&G Potential Colombia – next exporter of crude since 1980s; production peaking @ ~860 MBbl/d (Dec 1998) and dropping to ~540 MBbl/d in just 24 months, a 37% reduction Colombia - currently produces ~776 MBbl/d of crude while consuming ~234 MBbl/d Current production ~ 19.5% higher than the same period last year Downward trend has clearly been reverted 2008 - Colombia stated its goal - doubling production by 2015 ~ equating to roughly 1.3 MMBbl/d Colombia was at risk of becoming a net importer of oil Which would require multitude of exploration wells, followed by extensive development scenarios post success Round Colombia 2010 - contains 225 blocks for auction Resulting in a dramatic increase in demand for drilling rigs during the next few years All exploration and production contracts contain a minimum one well commitment (exploration or stratigraphic - onshore only) in the first 36 months The Round Colombia 2008 had 158 blocks up for auction, with the ANH receiving bids on 80 blocks - most of these blocks contain the aforementioned minimum work commitments Source: Jennings Capital Inc. Research; EIA 9 Colombian Elections: June 20th, 2010 (Second Round) Juan Manuel Santos Antanas Mockus Juan Manuel Santos Calderón Born: March 25th, 1952 Leader: Social Party of National Unity Aurelijus Rutenis Antanas Mockus Šivickas Born: August 10th, 1951 Leader: Colombian Green Party (Partido Social de Unidad Nacional or “Partido de «la U») (Partido Verde Colombiano) Liberal conservative Colombia's largest political party Former Defense Minister Economics - University of Kansas; Economic Development and Public Administration: London School of Economics, Business & Journalism: Harvard Green party - "political middle“ Professor & researcher: between 1975 and 1993 Former Mayor of Bogota Math degree: University of Burgundy in Dijon, France MA in philosophy: National University of Colombia Both Candidates Support President Uribe Policies First Round - May 30th, 2010: Santos 46.57% vs. Mockus 21.5% 10 TSX Value Added: Time, Flexibility and Visibility Leading Natural Resources with Best in the World Mining Expertise Access to capital enables production growth (organic and through acquisitions): TSX has a proven track record of financing, listing and trading mining companies with 57% of the world’s public mining companies on TSX Canadian Equity Markets raised 7 times AIM, 2.5 times ASX and 2.5 times LSE for mining companies in 2009 Liquidity event and re-valuation for the main, private shareholders/ owners Access to larger, more international institutional investors and greater analyst coverage: Better liquidity, higher market capitalization and higher trading multiples, implying higher valuations Globally visible specialized indices S&P/TSX Global Gold Index; S&P/TSX Global Mining Index Strengthening of Management and Board of Directors: Over 30 seasoned independent analysts Share ownership and options give the Company the currency to attract talent Exchange mandate to mentor management of newly public companies Pool of talent for outside directors Ability to finance international projects: TSX/ TSXV mining companies have 10,000 projects around the world – 50% are outside of Canada Colombia based only - on the TSX/ Main Board - 7 Companies with 21 properties, while the junior TSXV maintains listing for 9 Companies holding 17 Colombian based properties Corporate Governance: Canada offers a balanced corporate governance approach and sophisticated capital markets compared with other resource exchanges 11 TSX Value Proposition for Mining & Oil and Gas What's Listed on TSX and TSX Venture Exchange as at May 31, 2010 Sector Comm. & Media Clean Technology CPC Diversified Industries ETFs Financial Services Forest Products Life Sciences Manufacturing Mining Oil & Gas Other Real Estate Structured Products Technology Utilities & Pipelines TOTAL TSX Venture Exchange Listed Issuers Total Market Cap ($ Millions) 15 1% 565 1% 79 4% 1,307 3% 186 9% 91 0% 126 6% 1,406 4% 47 2% 524 1% 3 0.1% 99 0.3% 69 3% 861 2% 85 4% 513 1% 1,128 52% 22,450 57% 267 12% 9,501 24% 5 0.2% 24 0.1% 35 2% 638 2% 128 6% 1,284 3% 5 0.2% 53 0.1% 2178 100% 39,314 100% Toronto Stock Exchange Listed Issuers Total Market Cap ($ Millions) 33 2% 119,450 7% 48 3% 16,827 1% 282 19% 240,583 13% 155 10% 38,744 2% 77 5% 458,283 25% 20 1% 14,896 1% 62 4% 10,426 1% 328 22% 362,581 20% 117 8% 349,663 19% 45 3% 40,530 2% 220 15% 25,898 1% 71 5% 58,190 3% 27 2% 82,117 5% 1485 100% 1,818,187 100% As at May 31st, 2010 (Year-to-Date); Source: TMX Group 12 TSXV and TSX Listed Issuers Total Market Cap ($ Millions) 48 1% 120,015 6% 127 3% 18,134 1% 186 5% 91 0% 408 11% 241,989 13% 155 4% 38,744 2% 124 3% 458,806 25% 23 1% 14,995 1% 131 4% 11,287 1% 85 2% 513 0% 1456 40% 385,030 21% 384 10% 359,164 19% 5 0.1% 24 0% 80 2% 41,168 2% 220 6% 25,898 1% 199 5% 59,474 3% 32 1% 82,169 4% 3663 100% 1,857,501 100% Effective Methods to Go Public on TSX: IPO vs. RTO Explorer vs. Developer vs. Producer: Venture Exchange vs. Main Board Early Stage Companies: Most effective: cost and speed Expertise in home capital markets Existing shareholder base Used mainly by small cap, early stage non-producing companies Capital Pool Company (CPC) (Used mainly by small cap, early stage non-producing companies) Special Purpose Acquisition Corp (SPAC) (Used mainly by small cap, early stage non-producing companies) Reverse Takeover/Reverse Merger (RTO) Initial Public Offering (IPO) Qualifying Transaction / Acquisition Dual Listing: TSX, BVL 13 Becoming Public: IPO Route IPO Process, Documents Required and Approximate Timing Week 1 Process Private company retains TSX member to manage the process Documentation Engagement letter, term sheet signed Marketing Week 2 Week 2 to Week 6 Due diligence work Week 7 Week 8 to Week 12 Week 13-16 Week 17 Week 18 Preliminary due diligence session prior to filing preliminary prospectus Engineering and technical reports prepared and finalized Prospectus File preliminary drafting; prospectus financials and greensheet prepared and finalized Presentation preparation Market planning Security Commission*; TSX comments; Agency Agreement drafted Circulate final Shares listed; prospectus; commence close trading transaction File amended prospectus; Submission of sponsorship letter Receipt of final prospectus; Signing of Agency Agreement Types of Listing: Preliminary Prospectus Conditional listing - Permits listing of shares on Agency Offering/Underwriting Agreement and Sponsorship Agreement * Assumes two rounds of comments TSX pending completion of the IPO, then the company becomes fully listed after the IPO is completed Standard form listing - For a previously listed company Wrap-around listing - For a previously listed company 14 Week 20 Final due diligence session Principal Documents Required: Audited, and Unaudited Interim, Financial Statements Week 19 Commence Finalize the marketing with book preliminary prospectus and greensheet Commence building the list of potential purchasers ("the book") Becoming Public via RTO: Deal Structure TSX Listing Criteria Reverse Merger/ Qualifying Transaction Mechanics Financial: Adequate Funds to Commercialize C$4 Million Net Tangible Assets 18 Month Projection of Sources 1. “Canadian Domiciled” Shareholders RTO Distribution: Public Float of C$4 million 300 Public Shareholders Technical: CPC/ Shell Co. Colombian Private Co. 2. 3 Years of Proven and Probable Reserves 3. TSX Listed Colombian Public Co. $$ New Investors 15 Financing Mines in Latin America: Markets and Sources Current Market Conditions Worldwide equities – regaining ground after the May 2010 sell-ff: Capital Sources & Developments (cont’d) European debt concerns, emerging markets raw materials demand fatigue, weak recovery in the US Sustained appetite for precious metals producers In contrast with Spring/ Summer 2009, bank debt providers actively pursuing lending mandates New capital providers/ sources available for South America The outlook is one of deflation, corporate balance sheet strength and liquidity, intense volatility and ongoing sovereign credit concerns The era of frugality is clearly intact (D. Rosenberg) The Fed will likely be on hold for an extended period of time Capital Sources Bank debt/ non-bank debt – yield, covenants, hedging Strategic partners/ JVs Non-traditional/ exotic sources of financings Luna Gold – Aurizona Project/ Brazil – US$ 17.8m SilverCrest Mines – Santa Elena, Mexico – US$ 12m Forward gold sale agreements: Macquarie Bank 16 Carpathian Gold – RDM Gold Project/Brazil – US$ 30m Supranationals – International Finance Corp. (IFC) Equity and debt capital markets for publicly listed enterprises: TSX/ TSX V; dual-listings (i.e. BVC) Private/ owner’s capital – very early stages, preresource, private companies VPP (Volumetric Production Payments or metal stream deals); i.e. Sandstorm Resources Ltd. Greystar Resources Ltd. – C$12m private placement New developments: Traditionally, project debt financing would close after equity tranche already raised/ finalized Currently, more equity investors require debt financing details/ finalization before committing capital Board representation sought by equity investors Financing Mines in Latin America: TSX Statistics Equity Markets: Snapshot New Listings Count: 214 (TSXV: 134 TSX: 80) 114 Canadian Companies + 36 CPCs + 33 ETFs + 8 Structured Products All listed on the TSX Venture Exchange (120) and TSX (71) in the first five months of the year 7 US Companies + 1 US Structured Note Current Financing Environment All listed on the TSX Venture Exchange (6) and TSX (2) in the first five months of the year 951 financings vs. 606 $3.3 million – average financing size on TSX Venture Exchange 15 company IPOs on TSX 42 ETF / Structured Product IPOs China / Asia, 2, 9% UK / Europe, 1, 4% Australia / New Zealand / Papua New Guinea, 4, 17% $3.17 billion raised vs. $859 million at this time last year All listed on the TSX Venture Exchange (8) and TSX (7) USA, 8, 35% 15 International Companies Financings up 269% on TSXV Other, 3, 13% Mexico & Central / South America, 5, 22% Source: TMX Group – The MiG Report May 2010 17 $4.07 billion in IPO financing vs. $952 million at this time last year $50.8 million – average financing size on TSX Equity Capital Markets: Financing Environment What's Financed on TSX and TSX Venture Exchange by Sector (May 31, 2010 YTD) TSX Venture Exchange (C$ Millions) IPO PO PP Total Sector Comm. & Media Clean Technology CPC Diversified Industries ETFs Financial Services Forest Products Life Sciences Manufacturing Mining Oil & Gas Other Real Estate Structured Products Technology Utilities & Pipelines TOTAL - - 29.5 27.1 5.9 79.4 18.0 0.2 18.8 6.2 1,331.1 716.6 6.3 47.8 58.2 - 29.5 77.2 19.4 154.4 18.0 15.7 50.0 6.2 1,574.1 1,059.6 6.3 95.0 64.4 - 2,345.0 3,170.0 50.1 13.5 - 75.0 - 15.6 31.3 27.7 66.5 - 215.3 276.5 47.2 - - 114.0 711.0 6.2 Toronto Stock Exchange (C$ Millions) IPO PO* PP Total - 19.0 122.8 165.0 1,415.0 582.3 1,167.7 - 1,863.8 2.1 1,141.9 60.0 179.4 2,226.2 1,616.2 1,148.1 839.7 31.1 853.3 83.7 2,280.1 260.8 2.1 13.3 - 20.5 467.3 2,192.7 171.9 1,406.3 60.0 263.1 4,671.3 3,292.1 1,730.4 2,009.5 44.4 853.3 4,069.2 10,103.6 3,009.9 17,182.7 270.7 247.7 169.8 51.0 - *includes supplementary & secondary offerings As at May 31st, 2010 (Year-to-Date).; Source: the TMX Group 18 1.5 73.8 81.2 213.4 - IPO TSXV and TSX (C$ Millions) PO PP Total 270.7 13.5 247.7 169.8 51.0 192.7 1,481.5 582.3 1,167.7 6.2 - 19.0 173.0 1,938.8 2.1 1,141.9 75.6 210.6 2,441.5 1,892.7 1,195.3 839.7 31.1 853.3 31.0 100.9 5.9 160.6 231.4 0.2 102.5 6.2 3,611.2 977.5 6.3 47.8 2.1 71.5 - 50.0 544.5 19.4 2,347.1 171.9 1,424.3 75.7 313.1 6.2 6,245.5 4,351.7 6.3 1,825.4 2,009.5 108.8 853.3 4,183.1 10,814.6 5,354.9 20,352.7 Equity Capital Markets: Financing Environment What's Financed on TSX and TSX Venture Exchange by HQ Location (May 31, 2010 YTD) Source: TMX Group 19 TSX Mining and Oil & Gas Equity Capital Markets Recent Colombian Mining/ O&G Financings Overall 2009 TSX/ TSX-V Financings Pending: $50 Million – Marketed Private Placement listed mining companies in 2009 Mining Sector tops total equity capital raised in 2009 – C$3.0 Billion of equity capital raised in 2009 for South May 2010: $50 Million Bought Deal American Mining Projects through 125 financings Nov 2009: $103 Million – Marketed Private Placement Top performing index on TSX was S&P/TSX Diversified Metals & Mining Index Oct 2009: $40 Million – Bought Deal Sept 2009: $63 Million – Mkt. Short Form Prospectus Sep 2009: $12 Million – Marketed Private Placement Source: TMX Group/ Company Press Releases A record $22.2 billion was raised on TSX and TSX-V by the 20 Jennings Capital Inc.: Key Principles Independence Full Service Experience Strategic advice and sourcing of capital unconstrained by ownership – no credit related or principal trading conflicts Partnership Model Founded, owned and operated by senior investment banking professionals Full Service Partnership Independence Focused on corporate finance, mergers and acquisitions, institutional sales and trading and equity research focused on mining, oil & gas and diversified industries Experience Independent Financial Advice and Capital Markets Resources/ Expertise Delivered by Seasoned Senior Professionals 21 Services delivered by senior investment banking professionals who are leaders in the field and have extensively worked in their industries before banking Jennings Capital Inc.: Recent Mining Financings Mining Transactions June 2007 May 2010 Proven Success $104,250,000 Lead Underwriter September 2009 In the last three years, Jennings Capital Inc. has advised in over 40 separate transactions and, in aggregate, managed the placement and after-market trading of approximately $6.0 billion in equity capital for over 70 of Canada’s most successful growth businesses We have led or co-managed offerings ranging in size of up to $392 million We have most recently financed gold and base metals projects from different jurisdictions such South America (Colombia, Peru), Canada, US, West Africa and Australia $63,250,000 Lead Agent $385,000,000 Agent April 2009 $40,519,500 September 2009 September 2009 April 2008 March 2008 December 2009 $80,500,000 Lead Underwriter Agent January 2009 $50,000,000 $80,000,000 $40,000,000 Agent Agent Lead Agent $20,000,000 $10,400,000 Underwriter Lead Underwriter 22 Jennings Capital Inc.: Mining Investment Banking Daryl J. Hodges – President & CEO Co-founder of the Jennings’ Toronto operation and directly oversees the investment banking group Over the last 11 years, carried out mining equity research and investment banking at Jennings Capital and at HSBC Securities including financings of $600K to $1.2 billion David Donato Structured, arranged and led past financings totaling in excess of $2.5 billion More than 14 years experience in the financial services industry, including 9 years of investment banking experience Former Head of Investment Banking at Loewen, Ondaatje, McCutcheon and 6 years experience in public accounting with Arthur Andersen and BDO Dunwoody B.A. (Honours Chartered Accountancy Program) from the University of Waterloo, CA from the Institute of Chartered Accountants of Ontario and CFA charterholder As a geologist, worked in the mining industry in Canada, Sweden, Finland, Russia and South-East Asia for over 18 years Simion Candrea Ricky Chan Joined Jennings in early 2005, as an Investment Banking Associate in our Toronto office Joined Jennings in January 2008 as an Investment Banking Associate at our Toronto office Primarily focused on the mining and special situations sectors Primarily focused on the potash/ fertilizer and special situations sectors Prior to joining Jennings, five years with RBC Dominion Securities Inc. and the Dutch Bank ABN AMRO, covering the Healthcare/Pharmaceutical sector in the European Emerging Markets Prior to joining Jennings, six years in the financial services industry which includes Loewen, Ondaatje, McCutcheon and Deloitte Financial Institution Group 23 Jennings Capital Inc.: Key People in Mining Research Peter Campbell Mark Turner Professional Mining Engineer with 25 years experience in the mining business with in-depth mining background Joined Jennings in February 2008 as an Associate covering the Mining sector Formerly an exploration manager with Falconbridge Limited (now Xstrata) where he worked on various worldwide exploration projects involving exploration for Ni, Cu, and Cu-Zn deposits Prior to joining Jennings, Mark worked for Loewen, Ondaatje, McCutcheon Ltd. as a mining Research Associate Peter is a member of the PEO, CIM, PDAC, SEG and MRAG Worked for a large Canadian home developer, valuing land acquisitions and developing infrastructure projects Peter covers base metals, iron ore, and Canadian gold producers Holds a B.A.Sc. in Geological Engineering from the University of Waterloo and a MBA from the Richard Ivey School of Business at the University of Western Ontario Stuart McDougall Studied geology at the University of Toronto Joined Jennings in June 2006 with more than 10 years of mining industry experience, including 4 years as a reporter for the Northern Mines A mining research associate with GMP Securities covering mining companies outside the conventional gold and base metals sectors Stuart focuses on gold producers and developers, mainly in Africa and Latin America 24 Jennings Capital Inc.: Oil & Gas Investment Banking Robert Jennings – Chairman 40 years investment and resource based experience in research, investment banking, corporate finance, joint ventures, mergers & acquisitions Founded two successful investment banking firms - Carson Jennings & Associates and Jennings Capital Inc. and has headed the western Canadian investment banking divisions of two national firms - McLeod Young Weir and Midland Walwyn Capital Inc. David McGorman Over 15 years of investment banking and corporate finance experience within the Canadian energy sector Prior to joining Jennings, was head of Haywood Securities Inc.’s Calgary corporate finance department Has advised clients on mergers and acquisitions with an aggregate transaction value of over $2 billion Graduated with an Honours B.Sc. in Theoretical Physics from the University of Guelph and an M.B.A. from the Michael DeGroote School of Business He has served and serves on numerous boards, including Western Financial Group and Investment Dealers Association (now IIROC) Liam Balfour Michael Shumlich Has over nine years of experience in the oil and gas investment business encompassing both equity research and corporate finance Over six years of investment banking experience in the oil and gas sector working on both domestic and international assignments Recently has been focused on Jennings’ oil and gas merger and acquisition assignments, having advised on over $750 million of transactions since January 2003 Two years of corporate development experience with Agrium Inc., an international fertilizer company CFA charterholder Holds a Bachelor of Commerce degree with Distinction, a Master of Science degree and is a CFA charterholder 25 Jennings Capital Inc.: Recent Oil & Gas Financings Oil & Gas Transactions August 2009 Pending Proven Success $40,000,000 Agent We have financed oil and gas projects from different jurisdictions throughout the world including South America (Colombia, Guyana, Ecuador, Peru, Argentina and Brazil), Canada, China, Africa and the FSU In addition, Jennings has carried out many advisory assignments for oil and gas located both domestically and internationally $80,500,000 Agent Pending December 2009 $65,000,000 $50,000,000 Agent Advisor May 2010 May 2010 March 2010 February 2010 $3,400,000 $23,500,000 USD$25,000,000 $63,400,000 Co-Lead Managing Dealer Co-Lead Co-Lead 26 Jennings Capital Inc.: Key People in O&G Research Gregory Chornoboy Joined Jennings in 2005 and covers energy companies with international operations Prior positions with Amoco Canada Petroleum, Saudi Aramco, and Ultramar Oil & Gas, as well as undertaking consulting assignments with various domestic Canadian energy companies Entered the investment banking sector in 1993, as Vice President, Corporate Finance with FirstEnergy Capital. Former director and Secretary of the Alberta Performing Arts Stabilization Fund Jennings: Colombian Research Coverage David Ricciardi Prior to joining Jennings, David spent six years at Ross Smith Energy Group Limited, the last two years as Vice President of Finance At Ross Smith David covered numerous exploration and production companies operating in Canada and the United States Prior thereto, David spent over a year at Peters & Co. Limited as an analyst in the corporate finance department 27 Alange Energy Corp. Pacific Rubiales Energy Canacol Energy Ltd. Petrominerales Ltd. Gran Tierra Energy Inc. Suroco Energy Inc. Case Study: Greystar Resources Ltd. (GSL: TSX) Company Overview Market Statistics Greystar Resources is a TSX and AIM-listed exploration and development company focused on developing its Angostura gold-silver project Greystar's main asset is the 100%-owned Angostura gold-silver project located in northeastern Colombia Exchange TSX & AIM Symbol GSL Share Price* C$5.02 Shares Outstanding** 84 mm o 450 km north of the capital city of Bogota Market Capitalization** C$420 mm o 55 km north east of the city of Bucaramanga Cash & Short-term Investments*** C$123 mm Angostura Project Greystar is headquartered in Vancouver, Canada with an operations office in Bucaramanga, Colombia Feasibility study completed, DFS under way Over 300,000 metres drilled Current Gold Resource: 11.5 million oz Measured & Indicated, 3.5 million oz Inferred Current Silver Resource: 61.0 million oz Measured & Indicated, 18.8 million oz Inferred *As at June 16, 2010 **As at May 12, 2010 ***As at March 31, 2010 Source: Greystar Resources Ltd., Bloomberg Financial Markets 28 Case Study: Greystar Resources Ltd (GSL: TSX) Early, Consistent & Solid Support Capital Markets Support Current Analyst Recommendations FINANCINGS: Nov 2004: Jennings Capital leads C$21.7 MM equity financing Sept 2009: Jennings Capital leads C$63.2 MM equity financing RESEARCH & TRADING: One of the first dealers to provide research early on $10.00 Consistent trading & after market support Recommendation Jennings Capital RBC Capital Markets McDougall Curran Speculative Buy Sector Perform $7.75 $6.50 Octagon Capital Visagie Buy $8.60 Scotia Capital Turnbull Sector Perform $6.00 BMO Capital Markets Hayes Market Perform Canaccord Genuity Campbell Speculative Buy 10 $8.75 Loewen, Ondaatje, McCutcheon Fowler Speculative Buy $8.30 In late April, the Ministry of the Environment, Housing and Territorial Development (MAVDT) requested Greystar file a new Environmental Impact Assessment (EIA) in regard to the development of an open pit gold and silver mine at the Angostura Project in Colombia $8.00 Price (C$) Analyst $6.00 Target Price NA 8 6 April 23rd close: C$6.50 April 27th close: C$3.60 ~ C$245 MM in shld. value wiped $4.00 4 $2.00 2 $0.00 0 Jun-08 Aug-08 Nov-08 Jan-09 Apr-09 Jun-09 Volume Source: Bloomberg Financial Markets 29 Aug-09 Price Nov-09 Jan-10 Apr-10 Jun-10 Volume (millions) Dealer Partners in Growth Daryl Hodges (416) 304 2174 Simion Candrea (416) 304 2186 Ricky Chan (416) 304 3891 Mark Styles (416) 304 3892 Michelle Hung (416) 304 3893 30