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MineSouthAmerica: Focus on Colombia Seminar 17 June 2010 Financing Mining Projects in South America Simion S. Candrea Mining Investment Banking

MineSouthAmerica: Focus on Colombia Seminar 17 June 2010 Financing Mining Projects in South America Simion S. Candrea Mining Investment Banking

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Page 1: MineSouthAmerica: Focus on Colombia Seminar 17 June 2010 Financing Mining Projects in South America Simion S. Candrea Mining Investment Banking

MineSouthAmerica: Focus on Colombia Seminar

17 June 2010

Financing Mining Projects

in South America

Simion S. Candrea

Mining Investment Banking

Page 2: MineSouthAmerica: Focus on Colombia Seminar 17 June 2010 Financing Mining Projects in South America Simion S. Candrea Mining Investment Banking

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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.

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Presentation HighlightsPresentation Highlights Investing Rationale:

Why Colombia

Financings Projects/ Companies in Colombia

Mechanisms

Recent capital markets trends

Future

Jennings Capital Inc./ Case Study: Greystar Resources

Financing Mining Projects in Colombia/ South America

Investing in Colombian: Rationale

Jurisdiction and mining legislation

One of the most underexplored mineral regions

Stable democracy for over 60 years

Accessing International Capital Markets 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.

Independence

Full service investment dealer

Expertise in mining

Partnership model

Page 4: MineSouthAmerica: Focus on Colombia Seminar 17 June 2010 Financing Mining Projects in South America Simion S. Candrea Mining Investment Banking

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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 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

Mining Leadership

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

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

Why Invest in Colombia?

Source: “Invest in Colombia”; Thomson Reuters

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Doing Business in Colombia

Source: World Bank “Doing Business 2010 Report”

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

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Investor Protection in Colombia

*Ranking made up by 183 countries

Colombia Ranks No.1 in Latin America that Best Protect Investors*Colombia Ranks No.1 in Latin America that Best Protect Investors*

Source: World Bank “Doing Business 2010 Report”

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TSX: 21 cos, 80 propsTSXV: 27 cos, 76 propsTSX: 21 cos, 80 propsTSXV: 27 cos, 76 props

TSX: 23 cos, 81 propsTSXV: 34 cos, 143 propsTSX: 23 cos, 81 propsTSXV: 34 cos, 143 props

TSX: 22 cos, 56 propsTSXV: 35 cos, 84 propsTSX: 22 cos, 56 propsTSXV: 35 cos, 84 props

TSX: 7 cos, 23 propsTSXV: 17 cos, 42 propsTSX: 7 cos, 23 propsTSXV: 17 cos, 42 props

TSX: 30 Co’s, 114 propsTSX V: 53 Co’s, 143 propsTSX: 30 Co’s, 114 propsTSX V: 53 Co’s, 143 props

TSX: 7 Co’s, 21 Different Properties

TSXV: 9 Co’s, 17 Different Properties

TSX: 5 cos, 11 propsTSXV: 6 cos, 24 propsTSX: 5 cos, 11 propsTSXV: 6 cos, 24 props

TSX: 9 cos, 9 propsTSXV: 6 cos, 21 propsTSX: 9 cos, 9 propsTSXV: 6 cos, 21 props

TSXV: 2 cos, 19 propsTSXV: 2 cos, 19 props

TSXV: 3 cos, 4 propsTSXV: 3 cos, 4 props

TSX: 10 cos, 22 props

TSXV: 10 cos, 26 props

TSX: 10 cos, 22 props

TSXV: 10 cos, 26 props

Source: the TMX Group

Colombia is a Focus for TSX/ TSX-V Mining Companies

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GRAMALOTE 2009: 1.04 M Au oz

Indicated & Inferred

Owners: B2Gold (JV with AngloGold Ashanti)

CERREJON World’s largest open

pit coal mining operation

2008: 736.3 Mt 2P; 1,379.9 Mt M&I

Operator: Anglo American

MARMATO 7.5 M Au oz M&I; 2.2 M

Au oz Inferred

Owner: Medoro Resources

LA BODEGA Hosts high-grade Au in

the La Mascota Zone

Owner: Ventana Gold Corp.

PAVO REAL PROJECT Exploration stage

Up to 50 g gold in surface samples

Owner: Miranda Gold

ANGOSTURA Largest undeveloped gold

project in the world

11.5 M Au oz M&I; 3.5 M Au oz Inferred

Owner: Greystar Resources

P E R U

Colombia: Large Undeveloped Gold and Coal Mines

LA COLOSA 2009: 12.32 M Au oz M&I

Owner: AngloGold Ashanti

Current Coal Reserves 17 Billion Tons; Annual Production of Only 73.5 Million Tons

Current Coal Reserves 17 Billion Tons; Annual Production of Only 73.5 Million Tons

Colombia Based

TSX Listed Co’s:

Alder Resources ltd.

AngloAmerican PLC

AngloGold Ashanti

Antioquia Gold

Colombian Mines

Galway Resources

Medoro Resources

Miranda Gold Corp.

Ventana Gold Corp.

OroAndes Resource

Colombia Based

TSX Listed Co’s:

Alder Resources ltd.

AngloAmerican PLC

AngloGold Ashanti

Antioquia Gold

Colombian Mines

Galway Resources

Medoro Resources

Miranda Gold Corp.

Ventana Gold Corp.

OroAndes Resource

Source: Invest in Colombia; Company Reports

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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 was at risk of becoming a net importer of oil

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

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

9

Colombia: Untapped O&G Potential

Source: Jennings Capital Inc. Research; EIA

Page 10: MineSouthAmerica: Focus on Colombia Seminar 17 June 2010 Financing Mining Projects in South America Simion S. Candrea Mining Investment Banking

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Colombian Elections: June 20th, 2010 (Second Round)

Aurelijus Rutenis Antanas Mockus Šivickas

Born: August 10th, 1951

Leader: Colombian Green Party

(Partido Verde Colombiano)

Green party - "political middle“

Professor & researcher: between 1975 and 1993

Juan Manuel SantosJuan Manuel Santos Antanas Mockus Juan Manuel Santos Calderón

Born: March 25th, 1952

Leader: Social Party of National Unity

(Partido Social de Unidad Nacional or “Partido de «la U»)

Liberal conservative - Colombia's largest political party

Both Candidates Support President Uribe Policies

First Round - May 30th, 2010: Santos 46.57% vs. Mockus 21.5%

Former Defense Minister

Economics - University of Kansas; Economic Development and Public Administration: London School of Economics, Business & Journalism: Harvard

Former Mayor of Bogota

Math degree: University of Burgundy in Dijon, France MA in philosophy: National University of Colombia

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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:

Over 30 seasoned independent analysts

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: 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

TSX Value Added: Time, Flexibility and Visibility

Leading Natural Resources with Best in the World Mining ExpertiseLeading Natural Resources with Best in the World Mining Expertise

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What's Listed on TSX and TSX Venture Exchange as at May 31, 2010What's Listed on TSX and TSX Venture Exchange as at May 31, 2010

TSX Value Proposition for Mining & Oil and Gas

Sector ($ Millions) ($ Millions) ($ Millions)Comm. & Media 15 1% 565 1% 33 2% 119,450 7% 48 1% 120,015 6%Clean Technology 79 4% 1,307 3% 48 3% 16,827 1% 127 3% 18,134 1%CPC 186 9% 91 0% - 186 5% 91 0%Diversified Industries 126 6% 1,406 4% 282 19% 240,583 13% 408 11% 241,989 13%ETFs - 155 10% 38,744 2% 155 4% 38,744 2%Financial Services 47 2% 524 1% 77 5% 458,283 25% 124 3% 458,806 25%Forest Products 3 0.1% 99 0.3% 20 1% 14,896 1% 23 1% 14,995 1%Life Sciences 69 3% 861 2% 62 4% 10,426 1% 131 4% 11,287 1%Manufacturing 85 4% 513 1% - 85 2% 513 0%Mining 1,128 52% 22,450 57% 328 22% 362,581 20% 1456 40% 385,030 21%Oil & Gas 267 12% 9,501 24% 117 8% 349,663 19% 384 10% 359,164 19%Other 5 0.2% 24 0.1% - 5 0.1% 24 0%Real Estate 35 2% 638 2% 45 3% 40,530 2% 80 2% 41,168 2%Structured Products - 220 15% 25,898 1% 220 6% 25,898 1%Technology 128 6% 1,284 3% 71 5% 58,190 3% 199 5% 59,474 3%Utilities & Pipelines 5 0.2% 53 0.1% 27 2% 82,117 5% 32 1% 82,169 4%TOTAL 2178 100% 39,314 100% 1485 100% 1,818,187 100% 3663 100% 1,857,501 100%

As at May 31st, 2010 (Year-to-Date); Source: TMX Group

TSXV and TSXListed Issuers Total Market Cap

TSX Venture Exchange Toronto Stock ExchangeListed Issuers Total Market Cap Listed Issuers Total Market Cap

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Special Purpose

Acquisition Corp (SPAC)(Used mainly by small cap, early stage non-producing companies)

Early Stage Companies:

Most effective: cost and speed

Expertise in home capital markets

Existing shareholder base

Capital Pool Company

(CPC)

(Used mainly by small cap, early stage non-producing companies)

Reverse Takeover/Rever

se Merger (RTO)

Qualifying Transaction

/ Acquisition

Initial Public

Offering (IPO)

Dual Listing:

TSX, BVL

Used

main

ly b

y s

mall c

ap

, earl

y

sta

ge n

on

-pro

du

cin

g c

om

pan

ies

Effective Methods to Go Public on TSX: IPO vs. RTO

Explorer vs. Developer vs. Producer: Venture Exchange vs. Main BoardExplorer vs. Developer vs. Producer: Venture Exchange vs. Main Board

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14* Assumes two rounds of comments

Week 2 to Week 8 to Week 1 Week 2 Week 6 Week 7 Week 12 Week 13-16 Week 19 Week 20

ProcessPrivate Due Preliminary Final due Circulate finalShares listed; company diligence due diligence diligence prospectus; commenceretains TSX work session prior session close tradingmember to to filing transactionmanage the preliminaryprocess prospectus

DocumentationEngagement Engineering Prospectus File preliminary Security File amended Receipt of letter, term and technical drafting; prospectus Commission*; prospectus; finalsheet signed reports financials and greensheetTSX comments;Submission of prospectus;

prepared prepared Agency sponsorship Signing of and finalized and finalized Agreement letter Agency

drafted Agreement

MarketingPresentation Market Commence

Commence

Finalize the preparation planning marketing with

building the list

bookpreliminary

of potential

prospectus

purchasers

and greensheet

("the book")

Week 17 Week 18

Becoming Public: IPO Route

IPO Process, Documents Required and Approximate TimingIPO Process, Documents Required and Approximate Timing

Principal Documents Required:

Preliminary Prospectus

Audited, and Unaudited Interim, Financial Statements

Agency Offering/Underwriting Agreement and Sponsorship Agreement

Principal Documents Required:

Preliminary Prospectus

Audited, and Unaudited Interim, Financial Statements

Agency Offering/Underwriting Agreement and Sponsorship Agreement

Types of Listing: Conditional listing - Permits listing of

shares on 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

Types of Listing: Conditional listing - Permits listing of

shares on 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

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RTO

Colombian Private Co.

CPC/ Shell Co.

New Investors

TSX Listed Colombian Public Co.

$$

1.

2.3.

Becoming Public via RTO: Deal Structure

TSX Listing Criteria

Financial:

Adequate Funds to Commercialize

C$4 Million Net Tangible Assets

18 Month Projection of Sources

Distribution:

Public Float of C$4 million

300 Public Shareholders

Technical:

3 Years of Proven and Probable Reserves

TSX Listing Criteria

Financial:

Adequate Funds to Commercialize

C$4 Million Net Tangible Assets

18 Month Projection of Sources

Distribution:

Public Float of C$4 million

300 Public Shareholders

Technical:

3 Years of Proven and Probable Reserves

Reverse Merger/ Qualifying Transaction Mechanics

Reverse Merger/ Qualifying Transaction Mechanics

“Canadian Domiciled”

Shareholders

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Current Market ConditionsCurrent Market Conditions Worldwide equities – regaining ground after the

May 2010 sell-ff:

European debt concerns, emerging markets raw materials demand fatigue, weak recovery in the US

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

Financing Mines in Latin America: Markets and Sources

Capital Sources & Developments (cont’d) 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

VPP (Volumetric Production Payments or metal stream deals); i.e. Sandstorm Resources Ltd.

Luna Gold – Aurizona Project/ Brazil – US$ 17.8m

SilverCrest Mines – Santa Elena, Mexico – US$ 12m

Forward gold sale agreements: Macquarie Bank

Carpathian Gold – RDM Gold Project/Brazil – US$ 30m

Supranationals – International Finance Corp. (IFC)

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

Capital Sources Private/ owner’s capital – very early stages, pre-resource, private

companies

Equity and debt capital markets for publicly listed enterprises:

TSX/ TSX V; dual-listings (i.e. BVC)

Bank debt/ non-bank debt – yield, covenants, hedging

Strategic partners/ JVs

Non-traditional/ exotic sources of financings

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Equity Markets: SnapshotEquity 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

All listed on the TSX Venture Exchange (6) and TSX (2) in the first five months of the year

15 International Companies

All listed on the TSX Venture Exchange (8) and TSX (7)

Financing Mines in Latin America: TSX Statistics

Current Financing Environment Financings up 269% on TSXV

$3.17 billion raised vs. $859 million at this time last 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

$4.07 billion in IPO financing vs. $952 million at this time last year

$50.8 million – average financing size on TSXChina / Asia, 2, 9%

UK / Europe, 1, 4%

Other, 3, 13%

Mexico & Central / South America, 5,

22%Australia / New Zealand / Papua New Guinea, 4,

17%

USA, 8, 35%

Source: TMX Group – The MiG Report May 2010

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What's Financed on TSX and TSX Venture Exchange by Sector (May 31, 2010 YTD)

What's Financed on TSX and TSX Venture Exchange by Sector (May 31, 2010 YTD)

Equity Capital Markets: Financing Environment

Sector IPO PO PP Total IPO PO* PP Total IPO PO PP Total

Comm. & Media - - 29.5 29.5 - 19.0 1.5 20.5 - 19.0 31.0 50.0 Clean Technology - 50.1 27.1 77.2 270.7 122.8 73.8 467.3 270.7 173.0 100.9 544.5 CPC 13.5 - 5.9 19.4 - - - - 13.5 - 5.9 19.4 Diversified Industries - 75.0 79.4 154.4 247.7 1,863.8 81.2 2,192.7 247.7 1,938.8 160.6 2,347.1 ETFs - - - - 169.8 2.1 - 171.9 169.8 2.1 - 171.9 Financial Services - - 18.0 18.0 51.0 1,141.9 213.4 1,406.3 51.0 1,141.9 231.4 1,424.3 Forest Products - 15.6 0.2 15.7 - 60.0 - 60.0 - 75.6 0.2 75.7 Life Sciences - 31.3 18.8 50.0 - 179.4 83.7 263.1 - 210.6 102.5 313.1 Manufacturing - - 6.2 6.2 - - - - - - 6.2 6.2 Mining 27.7 215.3 1,331.1 1,574.1 165.0 2,226.2 2,280.1 4,671.3 192.7 2,441.5 3,611.2 6,245.5 Oil & Gas 66.5 276.5 716.6 1,059.6 1,415.0 1,616.2 260.8 3,292.1 1,481.5 1,892.7 977.5 4,351.7 Other - - 6.3 6.3 - - - - - - 6.3 6.3 Real Estate - 47.2 47.8 95.0 582.3 1,148.1 - 1,730.4 582.3 1,195.3 47.8 1,825.4 Structured Products - - - - 1,167.7 839.7 2.1 2,009.5 1,167.7 839.7 2.1 2,009.5 Technology 6.2 - 58.2 64.4 - 31.1 13.3 44.4 6.2 31.1 71.5 108.8 Utilities & Pipelines - - - - - 853.3 - 853.3 - 853.3 - 853.3

TOTAL 114.0 711.0 2,345.0 3,170.0 4,069.2 10,103.6 3,009.9 17,182.7 4,183.1 10,814.6 5,354.9 20,352.7

*includes supplementary & secondary offerings

As at May 31st, 2010 (Year-to-Date).; Source: the TMX Group

TSX Venture Exchange (C$ Millions) Toronto Stock Exchange (C$ Millions) TSXV and TSX (C$ Millions)

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What's Financed on TSX and TSX Venture Exchange by HQ Location (May 31, 2010 YTD)

What's Financed on TSX and TSX Venture Exchange by HQ Location (May 31, 2010 YTD)

Equity Capital Markets: Financing Environment

Source: TMX Group

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TSX Mining and Oil & Gas Equity Capital Markets

A record $22.2 billion was raised on TSX and TSX-V

by the 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 American Mining Projects through 125

financings

Top performing index on TSX was S&P/TSX

Diversified Metals & Mining Index

Recent Colombian Mining/ O&G Financings Overall 2009 TSX/ TSX-V Financings

Recent Colombian Mining/ O&G Financings Overall 2009 TSX/ TSX-V Financings

Source: TMX Group/ Company Press Releases

Nov 2009: $103 Million – Marketed Private

Placement

Sep 2009: $12 Million – Marketed Private

Placement

Oct 2009: $40 Million – Bought Deal

Sept 2009: $63 Million – Mkt. Short Form

Prospectus

May 2010: $50 Million - Bought Deal

Pending: $50 Million – Marketed Private

Placement

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Full Service Experience

IndependencePartnership

Independence

Partnership Model

Full Service

Experience

Strategic advice and sourcing of capital

unconstrained by ownership – no credit related or

principal trading conflicts

Founded, owned and operated by senior investment banking

professionals

Focused on corporate finance, mergers and acquisitions,

institutional sales and trading and equity research focused

on mining, oil & gas and diversified industries

Services delivered by senior investment banking

professionals who are leaders in the field and have extensively worked in their industries before banking

Independent Financial Advice and Capital Markets Resources/ Expertise Delivered by Seasoned Senior

Professionals

Independent Financial Advice and Capital Markets Resources/ Expertise Delivered by Seasoned Senior

Professionals

Jennings Capital Inc.: Key Principles

Page 22: MineSouthAmerica: Focus on Colombia Seminar 17 June 2010 Financing Mining Projects in South America Simion S. Candrea Mining Investment Banking

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April 2009

$40,519,500

Agent

January 2009

$20,000,000

Underwriter

September 2009

$80,500,000

Lead Underwriter

Jennings Capital Inc.: Recent Mining Financings

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

Proven Success

September 2009

$50,000,000

Agent

April 2008

$80,000,000

Agent

March 2008

$40,000,000

Lead Agent

June 2007

$385,000,000

Agent

Mining Transactions

$104,250,000

May 2010

Lead Underwriter

$63,250,000

Lead Agent

September 2009

$10,400,000

December 2009

Lead Underwriter

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David DonatoDavid DonatoDaryl J. Hodges – President & CEODaryl J. Hodges – President & CEO

Simion CandreaSimion Candrea

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

Structured, arranged and led past financings totaling in excess of $2.5 billion

As a geologist, worked in the mining industry in Canada, Sweden, Finland, Russia and South-East Asia for over 18 years

Jennings Capital Inc.: Mining Investment Banking

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

Joined Jennings in early 2005, as an Investment Banking Associate in our Toronto office

Primarily focused on the mining 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

Ricky ChanRicky Chan

Joined Jennings in January 2008 as an Investment Banking Associate at our Toronto office

Primarily focused on the potash/ fertilizer and special situations sectors

Prior to joining Jennings, six years in the financial services industry which includes Loewen, Ondaatje, McCutcheon and Deloitte Financial Institution Group

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Peter CampbellPeter Campbell Mark TurnerMark Turner

Stuart McDougallStuart McDougall

Jennings Capital Inc.: Key People in Mining Research

Professional Mining Engineer with 25 years experience in the mining business with in-depth mining background

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

Peter is a member of the PEO, CIM, PDAC, SEG and MRAG

Peter covers base metals, iron ore, and Canadian gold producers

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

Joined Jennings in February 2008 as an Associate covering the Mining sector

Prior to joining Jennings, Mark worked for Loewen, Ondaatje, McCutcheon Ltd. as a mining Research Associate

Worked for a large Canadian home developer, valuing land acquisitions and developing infrastructure projects

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

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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.

He has served and serves on numerous boards, including Western Financial Group and Investment Dealers Association (now IIROC)

David McGormanDavid McGormanRobert Jennings – Chairman Robert Jennings – Chairman

Liam BalfourLiam Balfour

Jennings Capital Inc.: Oil & Gas Investment Banking

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

Has over nine years of experience in the oil and gas investment business encompassing both equity research and corporate finance

Recently has been focused on Jennings’ oil and gas merger and acquisition assignments, having advised on over $750 million of transactions since January 2003

CFA charterholder

Michael Shumlich Over six years of investment banking experience

in the oil and gas sector working on both domestic and international assignments

Two years of corporate development experience with Agrium Inc., an international fertilizer company

Holds a Bachelor of Commerce degree with Distinction, a Master of Science degree and is a CFA charterholder

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Jennings Capital Inc.: Recent Oil & Gas Financings

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

Proven Success

Oil & Gas Transactions

$40,000,000

Pending

Agent

$63,400,000

Co-Lead

February 2010

$65,000,000

Pending

Agent

August 2009

$80,500,000

Agent

December 2009

$50,000,000

Advisor

May 2010

$3,400,000

Co-Lead

March 2010

USD$25,000,000

Co-Lead

May 2010

$23,500,000

Managing Dealer

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David Ricciardi David Ricciardi

Gregory Chornoboy 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

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

Alange Energy Corp.

Canacol Energy Ltd.

Gran Tierra Energy Inc.

Alange Energy Corp.

Canacol Energy Ltd.

Gran Tierra Energy Inc.

Jennings: Colombian Research CoverageJennings: Colombian Research Coverage

Jennings Capital Inc.: Key People in O&G Research

Pacific Rubiales Energy

Petrominerales Ltd.

Suroco Energy Inc.

Pacific Rubiales Energy

Petrominerales Ltd.

Suroco Energy Inc.

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Case Study: Greystar Resources Ltd. (GSL: TSX)

Market Statistics

Angostura Project

*As at June 16, 2010

**As at May 12, 2010

***As at March 31, 2010

Source: Greystar Resources Ltd., Bloomberg Financial Markets

Company Overview

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

o 450 km north of the capital city of Bogota

o 55 km north east of the city of Bucaramanga

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

Exchange TSX & AIM

Symbol GSL

Share Price* C$5.02

Shares Outstanding** 84 mm

Market Capitalization** C$420 mm

Cash & Short-term Investments***

C$123 mm

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0

2

4

6

8

10

J un-10Apr-10J an-10Nov-09Aug-09J un-09Apr-09J an-09Nov-08Aug-08J un-08

Vol

um

e (

million

s)

$0.00

$2.00

$4.00

$6.00

$8.00

$10.00

Pri

ce (

C$)

Volume Price

Early, Consistent & Solid Support Capital Markets Support

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

Consistent trading & after market support

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

Consistent trading & after market support

Source: Bloomberg Financial Markets

Case Study: Greystar Resources Ltd (GSL: TSX)

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

April 23rd close: C$6.50

April 27th close: C$3.60 ~ C$245 MM in shld. value wiped

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

April 23rd close: C$6.50

April 27th close: C$3.60 ~ C$245 MM in shld. value wiped

Dealer Analyst Recommendation Target Price

J ennings Capital McDougall Speculative Buy $7.75

RBC Capital Markets Curran Sector Perform $6.50

Octagon Capital Visagie Buy $8.60

Scotia Capital Turnbull Sector Perform $6.00

BMO Capital Markets Hayes Market Perform NA

Canaccord Genuity Campbell Speculative Buy $8.75

Loewen, Ondaatje, McCutcheon Fowler Speculative Buy $8.30

Current Analyst RecommendationsDealer Analyst Recommendation Target Price

J ennings Capital McDougall Speculative Buy $7.75

RBC Capital Markets Curran Sector Perform $6.50

Octagon Capital Visagie Buy $8.60

Scotia Capital Turnbull Sector Perform $6.00

BMO Capital Markets Hayes Market Perform NA

Canaccord Genuity Campbell Speculative Buy $8.75

Loewen, Ondaatje, McCutcheon Fowler Speculative Buy $8.30

Current Analyst Recommendations

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Partners in GrowthDaryl Hodges (416) 304 2174

Simion Candrea (416) 304 2186

Ricky Chan (416) 304 3891

Mark Styles (416) 304 3892

Michelle Hung (416) 304 3893