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Corporate UpdateApril 2013
Cautionary StatementThis presentation may contain “forward-looking” statements within the meaning of Canadian securities l...
Who is Primero?o   Emerging Mid-Tier Gold Producero   Solid Production Base with Growth       Long-life, high-grade produ...
Primero Capital Structure                                       Exchanges                        TSX:P, NYSE:PPP$139M     ...
Primero Strategy                         GOAL            400,000 to 500,000 oz per year              Leader in per share g...
Building the Primero Pipeline                                      Cerro Del                         San Dimas        Gall...
Primero Production Growth ProfileEstimated Production Profile5,6                                250                       ...
Delivering Results                                                  Cash                                                  ...
Primero Operating Results                                                                              Production         ...
Primero Financial Results                                                                                 Earnings10(US$ t...
SAN DIMASA Flagship AssetDISTRICT PRODUCED 11M OUNCES OF GOLD AND 600M OUNCES OF SILVER                                   ...
SAN DIMASRich History of Reserve ReplacementIncreasing Reserves and Resources and Focusing on Controlling Dilution        ...
SAN DIMASExpansion to 2,500 TPD12ATTRACTIVE IRR AND PAYBACK PERIODTotal capital expenditure of ~$16.5 millionExpand millin...
SAN DIMASLarge 22,500 Hectare Land PackageOver 120 known veins                                                            ...
SAN DIMAS       District Wide Exploration Potential           Longitudinal Cross Section               West Block         ...
SAN DIMAS    2013: Focused Exploration & Development    Targeting Vein Extensions from Existing MinesDevelopmento   6,500 ...
SAN DIMAS2012 Discoveries in 2013 Mine PlanSignificant Opportunity Close to InfrastructureLocated in Prolific Central Corr...
Cerro Del Gallo Acquisition
PRIMERO AND CERRO DEL GALLOA New Americas Gold Playo      Creates a diversified, high growth, competitive cost producer in...
CERRO DEL GALLOA Revaluation OpportunityTransaction Detailso Cerro shareholders to receive 0.023 of a Primero share for ea...
CERRO DEL GALLO~95,000 AuEq oz per year starting 201513Technical Overviewo   Open pit, heap leach gold-silver-    copper p...
CERRO DEL GALLOLarge Gold DomainMeasured & Indicated Resources of 3.2Moz of Gold or 5.6Moz of Gold Equivalent 13,14,15    ...
CERRO DEL GALLOExploration Upside PotentialPotential Exploration Targets Early stage regional prospecting previously retur...
CERRO DEL GALLO    Cerro Del Gallo Development Plan                                  2013                                 ...
The Primero Opportunity  A Compelling Investmento San Dimas: A Platform for Cash Generationo Cerro Del Gallo Acquisition S...
Footnotes1.    Assuming proposed acquisition of Cerro Del Gallo closes in May 2013 as expected.2.    Estimated five-year a...
Appendices
SAN DIMAS Positive Created Positive Leverage to SilverRecent Tax Ruling                  Leverage to Silver Primero sells ...
Executive Management   Joseph F. Conway | President & C.E.O. 1                       Tamara Brown | VP, Investor Relations...
Board of Directors  Wade Nesmith | Chairman             Rohan Hazelton | Director 1,5                      Robert Quarterm...
SAN DIMAS Mineral Resources and Mineral Reserves (DECEMBER 31, 2012, MINERAL RESOURCES INCLUDE MINERAL RESERVES)  Classifi...
CERRO DEL GALLOCautionary Statement on Cerro Del GalloCerro Resources NL (“Cerro”) has filed a technical report under Nati...
Notes to Investors Regarding the Use of ResourcesThis presentation has been prepared in accordance with the requirements o...
Tamara Brown                                   Vice President, Investor RelationsPRIMERO MINING CORP.                     ...
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  1. 1. Corporate UpdateApril 2013
  2. 2. Cautionary StatementThis presentation may contain “forward-looking” statements within the meaning of Canadian securities legislation and the United StatesPrivate Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or the anticipated performance of theCompany and reflect management’s expectations or beliefs regarding such future events and anticipated performance. In certain cases,forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”,”estimates”, ”forecasts”, ”intends”, ”anticipates” or “believes”, or variations of such words and phrases or statements that certain actions,events or results “may”, ”could”, “would”, ”might”, or “will be taken”, “occur” or “be achieved”, or the negative of these words orcomparable terminology. By their very nature forward-looking statements involve known and unknown risks, uncertainties and other factorswhich may cause the actual performance of the Company to be materially different from any anticipated performance expressed or impliedby the forward-looking statements. Such factors include various risks related to the Company’s operations, including, without limitation,fluctuations in spot and forward markets for gold, silver and other metals, fluctuations in currency markets, changes in national and localgovernments in Mexico and the speculative nature of mineral exploration and development, risks associated with obtaining necessaryexploitation and environmental licenses and permits, and the presence of laws that may impose restrictions on mining. A complete list ofrisk factors are described in the Company’s annual information form and will be detailed from time to time in the Company’s continuousdisclosure, all of which are, or will be available, for review on SEDAR at www.sedar.com. This presentation uses the terms “measured resources”, “indicated resources” and “inferred resources”. The Company advises readers thatalthough these terms are recognized and required by Canadian regulations (under National Instrument 43-101 Standards of Disclosure forMineral Projects (“NI43-101”)), the United States Securities and Exchange Commission does not recognize them. Readers are cautioned notto assume that any part or all of the mineral deposits in these categories will ever be converted in to reserves. In addition, “inferredresources” have a great amount of uncertainty as to their existence, and economic and legal feasibility. It cannot be assumed that all or anypart of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineralresources may not form the basis of feasibility or pre-feasibility studies, or economic studies, except for a Preliminary Assessment as definedunder NI43-101. Investors are cautioned not to assume that part or all of an inferred resource exists, or is economically or legally mineable.Although the Company has attempted to identify important factors that could cause actual performance to differ materially from thatdescribed in forward-looking statements, there may be other factors that cause its performance not to be as anticipated. The Companyneither intends nor assumes any obligation to update these forward-looking statements or information to reflect changes in assumptions orcircumstances other than required by applicable law. There can be no assurance that forward-looking statements will prove to be accurate,as actual results and future events could differ materially from those currently anticipated. Accordingly, readers should not place unduereliance on forward-looking statements.Unless otherwise indicated, all dollar values herein are in US$. 2
  3. 3. Who is Primero?o Emerging Mid-Tier Gold Producero Solid Production Base with Growth  Long-life, high-grade producing San Dimas mine  Pending Cerro Del Gallo gold-silver project acquistion1o Strong Financial Position  Cash and cash flow to internally fund growth  Capital available for additional opportunitieso Substantial Exploration Upside at Both Assetso Experienced Management & Boardo Attractive Valuation See Slide 26 for footnotes. 3
  4. 4. Primero Capital Structure Exchanges TSX:P, NYSE:PPP$139M Balance Sheet Dec. 31, 2012 Cash $139 millionStrong Cash Balance Promissory note3 $40 million Ownership Goldcorp 32%$120M 2 Management & insiders Institutional & float ~2% ~66%Significant Operating Cash Flow Capital Structure At March 31, 2013 Shares outstanding 97 million Fully Diluted4 126 million$5M Repayment per year3 Market Cap. ~C$630 million Estimated Capital following Cerro Del Gallo Acquisition close ~May 15, 2013Conservative Level of Debt Shares outstanding 115 million Fully Diluted4 144 million See Slide 26 for footnotes. Est. Market Cap. ~C$750 million4
  5. 5. Primero Strategy GOAL 400,000 to 500,000 oz per year Leader in per share growth Americas low-risk regions only Pipeline of growth projects 5
  6. 6. Building the Primero Pipeline Cerro Del San Dimas Gallo San Dimas 3,000 TPDSan Dimas 2,500 TPD Platform 6
  7. 7. Primero Production Growth ProfileEstimated Production Profile5,6 250 at 3,000 TPD(Attributable 000 AuEq ounces) Primero San DimasCerro Del Gallo Gallo Cerro Del 205 6 160 130 111 2012E 2013E 2014E 2015E See Slide 26 for footnotes. 7
  8. 8. Delivering Results Cash (US$millions)o 2012: Record Year for Primero: $150 +153%  Record Revenues and Operating Cash Flow $100  Record Annual Production $50  Excellent Cost Control $-o Grew Cash Position 30-Sep-10 31-Dec-12 Throughputo Positive Tax Ruling (Quarterly Tonnes Per Day) 2,200 +29% 2,000o Increased Gold and Silver Reserves 1,800o Announced San Dimas Expansion 1,600 1,400o Announced Cerro Del Gallo Acquisition 1,200 1,000 Q3 2010 Q4 2012 8
  9. 9. Primero Operating Results Production Q4 ‘12 Q4 ‘11 2012 2011 (AuEq ounces) 7Mill Throughput 2,066 1,920 1,976 1,815 112,000 +8%(tonnes per day)Gold equivalent 8production 26,310 23,115 111,132 102,224(gold equivalent ounces) 102,000Gold production 23,143 20,191 87,900 79,564(ounces) 92,000Silver production 1.32 1.20 5.13 4.60(million ounces) 2011 2012Gold grade By-Product Cash Costs 3.90 3.70 3.90 3.86 (per ounce)(grams per tonne)Silver grade 228 223 234 226 -5%(grams per tonne) 350 9Cash cost 677 719 636 640($ per AuEq ounce) 300 9Cash cost – by-product 535 580 366 384 250($ per gold ounce)Capital Expenditures 17.1 8.7 39.7 29.8 200($ million) 2011 2012 See Slide 26 for footnotes. 9
  10. 10. Primero Financial Results Earnings10(US$ thousands, except Q4 ‘12 Q4 ‘11 2012 2011 Adjusted Earning ($ per share)per share amounts) $0.50 +41%Revenues 43,597 35,645 182,939 156,542 $0.40Income from Mine $0.30 17,471 13,286 79,389 65,090Operations $0.20Net income 1,245 31 ,216 49,553 49,644 $0.10 $-EPS 0.01 0.35 0.54 0.56 2011 2012($ per share) Cash Flow 10 4,528 4,685 41,292 28,261 Op CF before changes in working capital ($ per share)Adjusted net income $1.00 +10%Adjusted EPS 0.05 0.05 0.45 0.32 10($ per share) $0.90Operating cash flowsbefore changes in working 17,775 14,602 88,808 77,591 $0.80capital $0.70CFPS 0.19 0.17 0.97 0.88($ per share) $0.60 2011 2012 See Slide 26 for footnotes. 10
  11. 11. SAN DIMASA Flagship AssetDISTRICT PRODUCED 11M OUNCES OF GOLD AND 600M OUNCES OF SILVER One of Mexico’s Most Significant Precious Metals DepositsGuidance 2013E 8Gold equivalent production 120,000-130,000(gold equivalent ounces)Gold production 90,000-100,000(ounces) 11Silver production 6.0-6.5(million ounces) 11Silver sales at spot 900-1,000(thousand ounces) 9Cash cost $620-640($ per gold equivalent ounce) 9Cash cost – by-product $280-300($ per gold ounce)Capital Expenditures ($ million) $42Exploration ($ million) $15 See Slide 26 for footnotes. 11
  12. 12. SAN DIMASRich History of Reserve ReplacementIncreasing Reserves and Resources and Focusing on Controlling Dilution Gold Reserves (Thousand Ounces) 800 +31% 600 400 200 - 31-Dec-11 31-Dec-12 Indicated Gold Resources (Thousand Ounces) 800 +35% 600 400 200 - 31-Dec-11 31-Dec-12 See Slide 26 for footnotes. 12
  13. 13. SAN DIMASExpansion to 2,500 TPD12ATTRACTIVE IRR AND PAYBACK PERIODTotal capital expenditure of ~$16.5 millionExpand milling capacity to 2,500 TPDo Install third ball mill, already on-siteo Reconfigure crusherso Install new tailings thickener and pumpsExpand mine throughputo Develop Sinaloa Graben veinso Connect Central Block to Sinaloa Grabeno New mining equipmentFuture expansion to 3,000 TPD possibleo Dependent on exploration success Mill Expansion on-track for:o Minimal capital and disruption to operation 2,500 TPD CAPACITY IN Q1 2014 See Slide 26 for footnotes. 13
  14. 14. SAN DIMASLarge 22,500 Hectare Land PackageOver 120 known veins ARANA HANGING TAYOLTITA WALL BLOCK CENTRAL BLOCK TAYOLTITA MINE SINALOA Mined 1975 - 2002 GRABEN Target BLOCK WEST CENTRAL BLOCK MINE BLOCK Mined 2002 - Present Target SAN ANTONIO MINE Mined 1987 - 2002 14
  15. 15. SAN DIMAS District Wide Exploration Potential Longitudinal Cross Section West Block 2013 EXPLORATION Sinaloa Graben Central Block Tayoltita Block Arana San Antonio Mined 1987-2002 Mined 2012-Current Mined 2002-Current Mined 1975-2002 Hanging WallSW NE3,000 m. 3,000 m.2,000 m. 2013 EXPLORATION PROGRAM 2,000 m. DRILLING FOR EXTENSIONS OF KNOWN VEINS1,000 m. 1,000 m. Source: San Dimas Geology Office 0 1 2 Mineralization – Ore Bodies Extension of the Favorable Horizon Faults Favorable Horizon Potential Intrusive K I L O M E T E R S 15
  16. 16. SAN DIMAS 2013: Focused Exploration & Development Targeting Vein Extensions from Existing MinesDevelopmento 6,500 metres development driftingo Tunnels joining Sinaloa Graben and Central Block being completedo Lower level tunnel commenced, expected to be completed in 18-24 monthsExplorationo $15.4 million exploration programo 40,000 metres delineation drillingo 34,000 metres exploration drilling, plus 3,800 metres of exploration driftingo New district exploration program initiated 0 1 2 km 16
  17. 17. SAN DIMAS2012 Discoveries in 2013 Mine PlanSignificant Opportunity Close to InfrastructureLocated in Prolific Central Corridor Strategic Underground Drill Locationso Discovered in Q1 2012, included in 2012 o Drilling from old El Pilar workings, Sinaloa Graben year-end Reserves tunnel and east-west drift from Robertitao Mining access within 12 months of discovery 17
  18. 18. Cerro Del Gallo Acquisition
  19. 19. PRIMERO AND CERRO DEL GALLOA New Americas Gold Playo Creates a diversified, high growth, competitive cost producer in Mexico with further consolidation opportunitieso Strengthens growth profile and cash flows with estimated production of approximately 260,000 Au Eq. ounces by 201613o Combined attributable proven and probable reserves of approximately 1.7 million Au Eq. ounces and measured and indicated resources of 3.1 million Au Eq. ounces14o Strong balance sheet with cash flow sufficient to fund development growthNew Primero Attributable Gold Equivalent Reserves and Resources1,13,14,15 Cerro Del Gallo Primero 2.3 1.0 1.2 0.8 0.9 P+P M+I Inferred See Slide 26 for footnotes. 19
  20. 20. CERRO DEL GALLOA Revaluation OpportunityTransaction Detailso Cerro shareholders to receive 0.023 of a Primero share for each Cerro share and 80.01% in “Spinco”o Transaction value of $125 million as at announcement date December 12, 2012o Cerro Resources NL shareholder approval meeting April 30, 2013, transaction expected to close in May 2013Benefits to Cerro Resources Shareholderso Attractive premium (77% premium to the spot closing price on day prior to announcement)o Significantly improved market presence and liquidityo Valuation re-rating opportunity as the combination diversifies production and cash flowsBenefits to Primero Shareholderso Accretive to Primero on key metricso Leverages Primero’s regional expertise and solidifies position in Mexico, with further consolidation opportunitieso Diversifies near term production with additional 95,000 AuEq. oz per yearo Doubles Reserves and Triples Measured and Indicated Resources6o Valuation re-rating opportunity as the combination diversifies production and cash flows See Slide 26 for footnotes. 20
  21. 21. CERRO DEL GALLO~95,000 AuEq oz per year starting 201513Technical Overviewo Open pit, heap leach gold-silver- copper projecto Large resource base relative to reserveso Excellent local infrastructure in a region known to actively support miningo Two phased development plan 13o Phase I heap leach facility with SART metallurgical processing to recover silver and coppero Commercial Production of Phase I expected in 2015o Potential future Phase II incorporates Carbon In Leach (CIL) and presents optimization opportunity13 See Slide 26 for footnotes. 21
  22. 22. CERRO DEL GALLOLarge Gold DomainMeasured & Indicated Resources of 3.2Moz of Gold or 5.6Moz of Gold Equivalent 13,14,15 See Slide 26 for footnotes. 22
  23. 23. CERRO DEL GALLOExploration Upside PotentialPotential Exploration Targets Early stage regional prospecting previously returned16: o 1.5m @ 590g/t Ag and 3.40g/t Au o 4.6m @ 428g/t Ag and 3.52g/t Au o 3.6m @ 359g/t Ag and 1.57g/t Au o 4.6m @ 239g/t Ag and 1.91g/t Au o 6.0m @ 243g/t Ag and 1.70g/t Au o 3.1m @ 200g/t Ag and 1.05g/t Au o 7.6m @ 168g/t Ag and 1.51g/t Au See Slide 26 for footnotes. 23
  24. 24. CERRO DEL GALLO Cerro Del Gallo Development Plan 2013 2014 2015 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Detailed Engineering GeotechnicalPermitting/Land Acquisition Earth Works Mill TestsAcid Generation Tests SART OptimizationPlant & MillConstruction Estimated Transaction Closing ProductionCommissioning Commercial Production Phase IIFeasibility Study 24 24
  25. 25. The Primero Opportunity A Compelling Investmento San Dimas: A Platform for Cash Generationo Cerro Del Gallo Acquisition Scheduled to Close in May 2013o Cash Flow and Capital to Fund Additional Growtho Significant Exploration Potential at San Dimas and Cerro Del Galloo Attractive Valuation on Key Metrics 25 19
  26. 26. Footnotes1. Assuming proposed acquisition of Cerro Del Gallo closes in May 2013 as expected.2. Estimated five-year average after-tax operating cash flow based on production profile discussed in the October 15, 2012 News Release “Primero Announces Expansion of its San Dimas Mine”.3. Goldcorp: 5 year, 6% note repaid $5M/yr with balloon payment at end of 2015. Principal prepayment equal to 50% of Excess Free Cash Flow.4. Fully diluted shares include 20.8 million warrants with an exercise price of Cdn$8 per share, expiring on July 20, 2015; and 7.8 million options with an average exercise price of Cdn$5.65.5. “Gold equivalent ounces” include silver and copper production converted to a gold equivalent based on consensus estimated commodity prices ; accounts for the San Dimas silver purchase agreement; and uses Cerro Resources publically disclosed production estimates delayed by 12 months.6. Assumes 100% ownership of Cerro Del Gallo and that it begins production in mid-2015.7. Based on 365 days per year.8. “Gold equivalent ounces” include revenue from silver converted to a gold equivalent based on estimated average realized commodity prices ($1,600 per ounce of gold and $9.41 per ounce of silver in full year 2012, consensus prices thereafter).9. Cash cost is a non-GAAP measure. Refer to the fourth quarter 2012 MD&A for a reconciliation of cash costs.10. Refer to fourth quarter 2012 MD&A for adjustments.11. Silver production is subject to a silver purchase agreement. Refer to the fourth quarter 2012 MD&A for details.12. See October 15, 2012 News Release “Primero Announces Expansion of its San Dimas Mine” for details.13. Cerro Resources Phase I Definitive Feasibility Study as of May 2012.14. As estimated by Cerro Resources using gold, silver and copper price of US$1,341/oz, US$25.58/oz and US$7,582/t (or $3.44/lb) respectively. See Cerro Resources Phase I Definitive Feasibility Study as of May 2012.15. See note 7 in January 23, 2012 News Release “ Primero achieves 2012 Guidance and Provides 2013 Outlook.16. As reported by Cerro Resources in November 16,2012 Investor Presentation: http://www.cerroresources.com/index.cfm/investor/presentations1/ 26
  27. 27. Appendices
  28. 28. SAN DIMAS Positive Created Positive Leverage to SilverRecent Tax Ruling Leverage to Silver Primero sells 50% of annual silver production above 3.5 million ounces at spot o Remainder sold at ~$4 per ounce under silver purchase agreement o Threshold commences August 6 to following August 5 o Threshold increases to 6.0 million ounces on August 6, 2014 o Planned expansion anticipated to generate similar silver sales at spot as 2012 post August 6, 2014 Silver as Percentage of 2013E Revenue Silver Gold 25% 75% 28
  29. 29. Executive Management Joseph F. Conway | President & C.E.O. 1 Tamara Brown | VP, Investor Relations o Former CEO, President and Director of IAMGOLD o Former Director Investor Relations for IAMGOLD; from 2003 to 2010 Partner of a Toronto based, boutique investment bank; Professional engineer in mining industry o Former President, CEO and Director of Repadre Capital from 1995 to 2003 H. Maura Lendon | VP, Chief General Counsel and Corporate Secretary o Former Senior Vice President, Chief Legal Officer Renaud Adams | C.O.O. and Corporate Secretary of HudBay Minerals Inc.; Chief Counsel Canada, Chief Privacy Officer - o Former SVP, American Operations for IAMGOLD Canada of AT&T o Former General Manager of Rosebel Gold Mine 2007 to 2010 o Former General Manager El Toqui Mine in Chile Gabriel Voicu | VP, Geology and Exploration and then the El Mochito Mine in Honduras o 25 Years of mining experience, formerly held senior technical and exploration positions with Cambior and Iamgold David Blaiklock | C.F.O. o Former controller IntraWest David Sandison | VP, Corporate Development o Previously controller for a number of public and private companies in real estate development o Former VP, Corporate Development of Clarity Capital ; Director, Corporate Development Xstrata Zinc Canada ; Director Business Development, Noranda/Falconbridge;;Former EVP, Noranda Chile Board Committees: 1.Health, Safety and Environment 29
  30. 30. Board of Directors Wade Nesmith | Chairman Rohan Hazelton | Director 1,5 Robert Quartermain | Director 2,3 o Founder of Primero o VP, Strategy, Goldcorp o Founder and President & CEO, o Founding and current director o Formerly with Wheaton River Pretivm Resources of Silver Wheaton and Deloitte & Touche LLP o Former President, Silver Standard o Director of Vista Gold Corp. and Canplats Resources David Demers | Director2,3,4,5 Timo Jauristo | Director 2 Michael Riley | Director 5 o Founder, CEO and Director o EVP, Corporate Development, o Chartered accountant with more Westport Innovations Goldcorp than 26 years of accounting o Director of Cummins Westport o Former CEO of Zincore Metals experience and Juniper Engines Inc. and Southwestern o Chair of Primero Audit Committee, Resources Corp. Chair of Audit Committee of B.C. Lottery Corporation and member of the Audit Committee of Canalaska Uranium Ltd. Grant Edey | Director 3,5 Eduardo Luna | Director 1 Joseph Conway | Director1 o President & CEO, Khan see Executive Management Resources Inc. o Former EVP & President, Mexico. Former Chairman and o Former Director of Breakwater CEO of Silver Wheaton, Resources, former director of Executive VP of Goldcorp and Board Committees: Queenstake Resources, Santa Luismin S.A. de C.V. (San Dimas) 1.Health, Safety and Environment Cruz Gold 2. Human Resources and Compensation and President of Mexican o Former CFO, IAMGOLD Mining Chamber and the Silver 3. Governance and Nominating 4. Lead Director 5. Audit Institute 30
  31. 31. SAN DIMAS Mineral Resources and Mineral Reserves (DECEMBER 31, 2012, MINERAL RESOURCES INCLUDE MINERAL RESERVES) Classification Tonnage Gold Grade (g/t) Silver Grade Contained Gold Contained Silver (million tonnes) (g/ t) (000 ounces) (000 ounces)Mineral Reserves Probable 4.579 4.5 267 660 39,377Mineral Resources Indicated 3.748 6.5 389 780 46,877 Inferred 6.144 3.9 327 762 64,637Notes to Mineral Reserve Statement:1. Cutoff grade of 2.4 grams per tonne (”g/t”) gold equivalent (“AuEq”) based on total operating cost of US$104.73/t. Metal prices assumed are gold US$1,400 per troy ounce and silver US$25 per troy ounce. Silver supply contract obligations have been referenced in determining overall vein reserve estimate viability.2. Processing recovery factors for gold and silver of 97% and 94% assumed.3. Exchange rate assumed is 13 pesos/US$1.00.4. The Mineral Reserve estimates were prepared by Mr. Herbert A. Smith P.Eng. of AMC Mining Consultants (Canada) Ltd. and a QP for the purposes of National Instrument 43-101 (“NI 43-101”).Notes to Mineral Resource Statement:1. Mineral Resources are total and include those resources converted to Mineral Reserves.2. A 2.0g/t Au Eq cutoff grade is applied and the AuEq is calculated at a gold price of US$1,625 per troy ounce and a silver price of US$25 per troy ounce.3. A constant bulk density of 2.7 tonnes/m3 has been used.4. The Mineral Resource estimates were prepared by Mr. Rodney Webster MAusIMM, MAIG and Mr. J. Morton Shannon P.Geo., both of AMC Mining Consultants (Canada) Ltd. and a QP for the purposes of NI 43-101.Additional exploration potential estimated at 6-10 million tonnes at grade ranges of 3-5 grams per tonne of gold and 200-400 grams pertonne of silver.It should be noted that these targets are conceptual in nature. There has been insufficient exploration to define an associated MineralResource and it is uncertain if further exploration will result in the target being delineated as a Mineral Resource. 31
  32. 32. CERRO DEL GALLOCautionary Statement on Cerro Del GalloCerro Resources NL (“Cerro”) has filed a technical report under National Instrument 43-101 - Standards of Disclosure for MineralProjects (“NI 43-101”) entitled “Technical Report, First Stage Heap Leach Feasibility Study, Cerro del Gallo Gold Silver Project,Guanajuato, Mexico” (the “Technical Report”) with an effective date of May 11, 2012. Mr. Gabriel Voicu P.Geo, Vice President,Geology and Exploration, Primero, who is a “qualified person” for the purposes of NI 43-101, has reviewed the Technical Report onbehalf of Primero. To the best of Primero’s knowledge, information and belief, there is no new material scientific or technicalinformation that would make the Technical Report inaccurate or misleading. Primero plans to file a technical report on the CerroDel Gallo project within 180 days of December 13, 2012 in accordance with the requirements of NI 43-101.Cautionary Note to US Investors Regarding Mineral Reporting Standards:Primero prepares its disclosure in accordance with the requirements of securities laws in effect in Canada, which differ from therequirements of US securities laws. Terms relating to mineral resources and mineral reserves in this material change report andother documents referenced herein are defined in accordance with NI 43-101 under the guidelines set out in the CanadianInstitute of Mining, Metallurgy, and Petroleum Standards on Mineral Resources and Mineral Reserves. The Securities and ExchangeCommission (the “SEC”) permits mining companies, in their filings with the SEC, to disclose only those mineral deposits that acompany can economically and legally extract or produce. Primero uses certain terms, such as, “measured mineral resources”,“indicated mineral resources”, “inferred mineral resources” and “probable mineral reserves”, that the SEC does not recognize(these terms may be used in this presentation and other documents referenced herein and are included in the public filings ofPrimero which have been filed with securities commissions or similar authorities in Canada). 32
  33. 33. Notes to Investors Regarding the Use of ResourcesThis presentation has been prepared in accordance with the requirements of Canadian provincial securities laws which differ from the requirements of U.S.securities laws. Unless otherwise indicated, all mineral reserve and resource estimates included in this presentation have been prepared in accordancewith Canadian National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy andPetroleum classification systems. NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosurean issuer makes of scientific and technical information concerning mineral projects. These standards differ significantly from the requirements of the UnitedStates Securities and Exchange Commission (the “SEC”), and reserve and resource estimates disclosed in this presentation may not be comparable to similarinformation disclosed by U.S. companies.The mineral reserve estimates in this presentation have been calculated in accordance with NI 43-101, as required by Canadian securities regulatoryauthorities. For United States reporting purposes, SEC Industry Guide 7 under the United States Securities Exchange Act of 1934, as amended, asinterpreted by Staff of the SEC, applies different standards in order to classify mineralization as a reserve. As a result, the definition of “probable reserves”used in NI 43-101 differs from the definition in the SEC Industry Guide 7. Under SEC standards, mineralization may not be classified as a “reserve” unlessthe determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination ismade. Among other things, all necessary permits would be required to be in hand or issuance imminent in order to classify mineralized material as reservesunder the SEC standards. Accordingly, mineral reserve estimates contained in this presentation may not qualify as “reserves” under SEC standards.In addition, this presentation uses the terms “indicated resources” and “inferred resources” to comply with the reporting standards in Canada. TheCompany advises United States investors that while those terms are recognized and required by Canadian regulations, the SEC does not recognize them.United States investors are cautioned not to assume that any part or all of the mineral deposits in these categories will ever be converted into mineralreserves. Further, “inferred resources” have a great amount of uncertainty as to their existence and as to whether they can be mined legally oreconomically. Therefore, United States investors are also cautioned not to assume that all or any part of the “inferred resources” exist. In accordance withCanadian securities laws, estimates of “inferred resources” cannot form the basis of feasibility or other economic studies. It cannot be assumed that all orany part of “indicated resources” or “inferred resources” will ever be upgraded to a higher category or are economically or legally mineable. In addition,disclosure of “contained ounces” is permitted disclosure under Canadian securities laws; however, the SEC only permits issuers to report mineralization asin place tonnage and grade without reference to unit measures.NI 43-101 also permits the inclusion of disclosure regarding the potential quantity and grade, expressed as ranges, of a target for further explorationprovided that the disclosure (i) states with equal prominence that the potential quantity and grade is conceptual in nature, that there has been insufficientexploration to define a mineral resource and that it is uncertain if further exploration will result in the target being delineated as a mineral resources, and(ii) states the basis on which the disclosed potential quantity and grade has been determined. Disclosure regarding exploration potential has been includedin this presentation. United States investors are cautioned that disclosure of such exploration potential is conceptual in nature by definition and there is noassurance that exploration will result in any category of NI 43-101 mineral resources being identified. 33
  34. 34. Tamara Brown Vice President, Investor RelationsPRIMERO MINING CORP. T 416 814 316820 Queen Street West, Suite 2301 info@primeromining.comToronto, ON M5H 3R3T 416 814 3160 F 416 814 3170 Trading SymbolsTF 877 619 3160 Common Shares TSX:P, NYSE:PPPwww.primeromining.com Warrants TSX:P.WT
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