Acquisition of Cerro Del Gallo

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Acquisition of Cerro Del Gallo

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Acquisition of Cerro Del Gallo

  1. 1. TSX:P NYSE:PPP Focused on Production Focused on GrowthAcquisition of Cerro Del Gallo December 2012
  2. 2. Cautionary StatementThis presentation may contain “forward-looking” statements within the meaning of Canadian securities legislation and the United States Private SecuritiesLitigation Reform Act of 1995. Forward-looking statements relate to future events or the anticipated performance of the Company and reflectmanagement’s expectations or beliefs regarding such future events and anticipated performance. In certain cases, forward-looking statements can beidentified 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 betaken”, “occur” or “be achieved”, or the negative of these words or comparable terminology. By their very nature forward-looking statements involveknown and unknown risks, uncertainties and other factors which may cause the actual performance of the Company to be materially different from anyanticipated performance expressed or implied by 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 innational and local governments 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 of risk factors aredescribed in the Company’s annual information form and will be detailed from time to time in the Company’s continuous disclosure, all of which are, or willbe 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 that although theseterms are recognized and required by Canadian regulations (under National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI43-101”)),the United States Securities and Exchange Commission does not recognize them. Readers are cautioned not to assume that any part or all of the mineraldeposits in these categories will ever be converted in to reserves. In addition, “inferred resources” have a great amount of uncertainty as to their existence,and economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category.Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, or economic studies, except fora Preliminary Assessment as defined under NI43-101. Investors are cautioned not to assume that part or all of an inferred resource exists, or is economicallyor legally mineable.Although the Company has attempted to identify important factors that could cause actual performance to differ materially from that described in forward-looking statements, there may be other factors that cause its performance not to be as anticipated. The Company neither intends nor assumes anyobligation to update these forward-looking statements or information to reflect changes in assumptions or circumstances other than required by applicablelaw. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially fromthose currently anticipated. Accordingly, readers should not place undue reliance on forward-looking statements.Unless otherwise indicated, all dollar values herein are in US$. TSX:P | NYSE:PPP 2
  3. 3. The New Primero Increases Production1  Solid Production Base: (Gold Equivalent Ounces) Primero Cerro Del Gallo 260  Long-life, high-grade producing San Dimas mine 220 99  Combines with advanced stage Cerro Del Gallo gold- 165 59 silver-copper project 130 110  Strong Financial Position 130 165 161 161 110  Internally funded development of Cerro Del Gallo 2012E 2013E 2014E 2015E 2016E  Capital available for additional opportunities Doubles Reserves and Triples Resources2  Large Reserve and Resource Base (Million Gold Equivalent Ounces) Primero Cerro Del Gallo  1.7 million AuEq. oz P+P Reserves and over 3.1 million 3.1 AuEq. oz M+I Resources3 2.3  Experienced management & board 1.7 1.0  Substantial exploration upside at both projects 0.9 0.81. Primero’s gold equivalent reserves and resources are adjusted for the Silver Purchase agreement.2. Based on 100% ownership of Cerro Del Gallo. Gold Equivalency based on long-term consensus prices of Gold $1,350/oz, Silver $23.25/oz, Copper $7,447/t.3. M+I Resources include Reserves. P+P M+I 3 TSX:P | NYSE:PPP 3
  4. 4. Transaction Rationale Diversifies Primero from a single asset company to a multi-mine producer in Mexico Delivers on Primero’s strategy of growth in low risk regions of the Americas Strengthens growth profile and cash flows Significantly increases reserves and resources Utilizes Primero’s strong balance sheet and cash flows sufficient to fund Cerro Del Gallo development and additional opportunities Additional exploration upside Builds on position of regional strength in Mexico Exceptional re-rating opportunity driven by compelling valuation, growth potential, transaction rationale and management track record TSX:P | NYSE:PPP 4
  5. 5. Favourable Market Conditions  The natural exchange ratio between Primero and Cerro shares has moved in Primero’s favour since March 2012. Implied Share Exchange Ratio1 Relative Share Price Performance2 150% Primero0.060 Cerro0.050 100%0.040 50%0.0300.020 0%0.0100.000 -50% Dec 11 Jun 12 Dec 12 Dec 11 Jun 12 Dec 12 1. Based on TSX and ASX trading data volume weighted average trading as of December 12, 2012. 2. Based on TSX and ASX closing share price performance as of December 12, 2012. TSX:P | NYSE:PPP 5
  6. 6. Focus on Low Risk Regions in the Americas Builds on Established Presence in Mexico Corporate Offices San Dimas Mine Gold-Silver Mine Durango, Mexico Politically stable Long mining history One of world’s largest metals producers Ventanas Property Exploration Property Durango, Mexico Excellent infrastructure Cerro Del Gallo Project Experienced workforce Gold-Silver-Copper Development Project Guanajuato, Mexico TSX:P | NYSE:PPP 6
  7. 7.  Attractive long-life, precious metals project: Enhanced Growth  Diversifies near term production with additional 95,000 AuEq. oz per year  Doubles Reserves and Triples Measured and Indicated Resources Mexico  Leverages Primero’s regional expertise and solidifies positionConsolidation in Mexico, with further consolidation opportunities Attractive  Accretive to Primero on key metrics Valuation  Attractive total acquisition costs Asset  Asset diversification reduces risk and volatility in cash flowDiversification and earnings Re-Rating  Provides opportunity to participate in valuation re-rating asOpportunity the combination diversifies production and cash flows TSX:P | NYSE:PPP 7
  8. 8. Attractive  Offer represents an implied premium of 62% to the 20 trading Premium day VWAP as at December 12, 2012 Improved Market  Significantly improved market presence and liquidity PresenceFinancing CDG  Immediate exposure to strong balance sheet and cash flowDevelopment  Expected internally funded development of Cerro Del Gallo Enhanced  Primero brings a management team with proven mine Operational Expertise construction, operations and exploration expertise Re-Rating  Provides opportunity to participate in valuation re-rating asOpportunity the combination diversifies production and cash flowsParticipation  Ongoing 80.01% participation in funded non Cerro Del Gallo in Spinco exploration assets TSX:P | NYSE:PPP 8
  9. 9.  Cerro shareholders to receive 0.023 of a Primero share for each Cerro share and 80.01% in “Spinco”  Friendly scheme of arrangement Terms  Cerro options to be rolled over into Primero options at a ratio of 0.023 of a Primero share for each Cerro share with corresponding upward adjustment to exercise price  Pro forma ownership: 85% Primero / 15% Cerro Resources  Implied share consideration of C$0.152 per Cerro share outstanding, as of December 12, 2012 close  Additional 80.01% of Spinco with non-Cerro Del Gallo assets plus approximately $4 million in cashConsideration Offer  Implied total transaction size of C$119 million  Offer, excluding value of Spinco exploration assets, implies a 62% premium over the 20 trading day VWAP for both companies and an 77% premium based on the closing price of Cerro Resources shares on December 12, 2012  Exclusivity: No solicitation by Cerro and Primero has right to match Other Terms  11% of Cerro Resources shares subject to support agreements  Cerro Resources shareholder vote (75% approval by at least 50% of Cerro shareholders) Conditions  Primero does not require a shareholder vote  Customary regulatory and court approvals  Cerro Resources Information Circular expected by late January 2013Indicative Timetable  Cerro Resources shareholder vote expected in April 2013  Closing expected in early May 2013 TSX:P | NYSE:PPP 9
  10. 10. As at December 12, 2012 Primero Cerro New PrimeroShare Price (C$) $6.63 $0.092 $6.63Shares Outstanding – Basic1 96.7 million 781.9 million 114.7 millionShares Outstanding - FDITM1 105 million 783.1 million 122.9 millionMarket Capitalization - Basic1 $641.1 million $69.9 million $760.4 millionMarket Capitalization - FDITM1 $696.1 million $74.4 million $814.8millionCash2 $133.1 million $3.7 million $136.8 millionDebt2 $45.0 million - $45.0 millionSource: Public market disclosure as at December 12, 2012; AUD/CAD exchange rate of 0.9636 assumed.1. Based on closing prices as of December 12, 2012 on the TSX and ASX and share capital as of September 30, 2012, adjusted for subsequent events.2. Based on Balance sheet data as of September 30, 2012, not adjusted for Spinco cash of approximately $3 million. TSX:P | NYSE:PPP 10
  11. 11. Strong Production Growth Combined Production Expected to Increase to at least 260,000 AuEq. Oz in 2016 Estimated Production Profile1,2 (Attributable 000 AuEq ounces) Primero Cerro Del Gallo 58% 260 33% 220 99 59 165 130 110 165 161 161 130 110 2012E 2013E 2014E 2015E 2016E1 . “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.2. Assumes 100% ownership of Cerro Del Gallo. TSX:P | NYSE:PPP 11
  12. 12. New Primero Attributable Gold Equivalent Reserves and Resources1,2 (million gold equivalent ounces) Cerro Del Gallo Primero +261% 3.1 +133% 1.7 1.2 1.2 2.3 1.0 0.9 0.8 P+P M+I 3 Inferred1. Primero’s gold equivalent reserves and and resources are adjusted for the silver purchase agreement and only attributable silver ounces to Primero are included. 29% of all silver reserves and resources for San Dimas are considered attributable.2. Based on 100% ownership of Cerro Del Gallo. Gold Equivalency based on long-term prices per ounce: Gold $1,350, Silver $23.25, Copper $7,447.3. M+I Resources include Reserves. TSX:P | NYSE:PPP 12
  13. 13. 2015E Gold Equivalent Production1 (Thousand Gold Equivalent Ounces) 427 327 286 237 220 219 188 161 148 142 59 B2Gold Alamos AuRico Argonaut New Primero Lakeshore Primero Timmins Aurizon Cerro1 . Based on available analyst estimates except Primero and Cerro Resources, which is based on Management estimates. TSX:P | NYSE:PPP 13
  14. 14. P/CF (2015E)1 10.5x 8.6x 7.7x 7.3x 5.9x 5.8x 5.9x 4.4x 4.2x 1.7x 1.1x AuRico Alamos Argonaut Aurizon Timmins B2Gold Primero New Primero Lakeshore Cerro1 . Based on available analyst estimates except Primero and Cerro Resources, which is based on Management estimates. TSX:P | NYSE:PPP 14
  15. 15. Gold Equivalent Reserves1 (Million Gold Equivalent Ounces) 5.12 3.92 3.17 2.38 2.12 1.73 1.33 1.22 0.98 0.83 0.75 AuRico B2Gold Aurizon Alamos New Primero Timmins Argonaut Cerro Lakeshore Primero1 . Based on available analyst estimates except Primero and Cerro Resources, which is based on Management estimates. TSX:P | NYSE:PPP 15
  16. 16. Overview of Primero& Cerro Resources Assets TSX:P | NYSE:PPP 16
  17. 17. Focus on Low Risk Regions in the Americas Builds on Position of Regional Strength in Mexico San Dimas Mine1,2,3Corporate Offices 2012E Production: 110,000 AuEq.oz 2P Reserves: 770kAuEq.oz M&I Resources: 890kAuEq.oz Inferred Resources: 1,225kAuEq.oz Ventanas Property M&I Resources: 34kAuEq.oz Inferred Resources: 70kAuEq.oz Cerro Del Gallo Project3 Est. Production Start: 2015E 2P Reserves: 980kAuEq.oz M&I Resources: 2,250kAuEq.oz 1. San Dimas’s gold equivalent reserves and resources are adjusted for the Silver Purchase agreement. 2. Gold Equivalency based on long-term prices per ounce: Gold $1,350, Silver $23.25, Copper $7,447. 3. Assumes 100% ownership of Cerro Del Gallo. M&I Resources include Reserves. TSX:P | NYSE:PPP 17
  18. 18. San Dimas Mine, Durango One of Mexico’s Most Significant Precious Metals Deposits Highlights  $133 million in cash at September 30, 2012  Estimated $120 million per year in after-tax operating cash flow over next five years  Expansion announced to increase from current capacity of 2,100TPD to 2,500TPD  Potential further expansion to 3,000TPDTYPE Underground, Cut and Fill/CIL possibleP+P Reserves1 770kAuEq.oz  Discovered two new high-grade veins in 2012M+I Resources1 (inclusive of P+P) 890kAuEq.oz  Positive tax ruling, ensuring the mine can payInferred Resources1 1,225kAuEq.oz income taxes on realized revenue9 month 2012 Production2 84,829 AuEq.oz 1. San Dimas’ gold equivalent reserves and resources are adjusted for the Silver Purchase agreement. Reserve and Resource gold equivalency based on long-term prices per ounce9 month 2012 Cash Cost3 $624/AuEq.oz of Gold $1,350, Silver $23.25, Copper $7,447. 2. “Gold equivalent ounces” include revenue from silver converted to a gold equivalent2012E Production2 110,000-120,000 AuEq.oz based on realized or consensus estimate pricing ($1,600 per ounce of gold and $9.41 per ounce of silver in full year 2012, consensus prices thereafter). 3. Cash cost is a non-GAAP measure. Refer to the third quarter 2012 MD&A for a2012 Cash Cost3 $610-$640/AuEq.oz reconciliation of cash costs. TSX:P | NYSE:PPP 18
  19. 19. San Dimas Reserves and Resources At June 30, 2012 Classification Tonnage Gold Grade (g/t) Silver Grade Contained Gold Contained Silver(MINERAL RESOURCES (million tonnes) (g/ t) (000 ounces) (000 ounces) INCLUDE MINERAL RESERVES)Mineral Reserves Probable 3.785 4.8 290 584 34,700Mineral Resources Indicated 3.193 6.6 400 678 40,630 Inferred 6.865 4.0 300 866 67,500Notes to Reserve Statement:1. Cutoff grade of 2.52g/t gold equivalent (“AuEq”) based on total operating cost of US$98.5/t. Metal prices assumed are gold US$1,250 per troy ounce and silver US$20 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 Resource Statement:1. Mineral Resources are total and include those resources converted to Mineral Reserves.2. A 2g/t AuEq cutoff grade is applied and the AuEq is calculated at a gold price of US$1,400 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 tonneof gold and 200-400 grams per tonne of silver.It should be noted that these targets are conceptual in nature. There has been insufficient exploration todefine an associated Mineral Resource and it is uncertain if further exploration will result in the targetbeing delineated as a Mineral Resource. TSX:P | NYSE:PPP 19
  20. 20. Cerro Del Gallo Project, GuanajuatoOverview Open pit, heap leach gold-silver-copper project Large resource base relative to reserves Excellent local infrastructure in a region known to actively support mining Two phased development plan with estimated 1.3 million ounces recovered over 15 year mine life1 Phase I heap leach facility with SART metallurgical processing to recover silver and copper Commercial Production of Phase I expected in 2015 Future Phase II incorporates Carbon In Leach (CIL) and presents optimization opportunity 1. Cerro Resources Phase I Definitive Feasibility Study as of May 2012 and Phase II Preliminary Economic Assessment as of May 2011. 2. Gold equivalent ounces estimated by Cerro Resources include revenue from silver and copper converted to a gold equivalent based three year historic prices of Gold $1,341/oz, Silver $25.58/oz and Copper $7,582/tonne. 3. Cash cost is a non-GAAP measure as estimated by Cerro Resources and include costs for mining, processing, metal transport and refining and administration but do not include capital costs or royalties (4%). TSX:P | NYSE:PPP 20
  21. 21. Cerro Del Gallo Cerro Resources Technical Details Phase I Heap Leach (Source: Cerro Resources Definitive Feasibility Study June 2012) Heap Leach Grades 0.69 g/t Au, 14.8g/t Ag, 0.08% Cu Strip Ratio1 0.91 Capital Costs $154 million Primero to complete its own Operating Costs2 $514/AuEq.oz optimization studies Phase I Life of Mine (LOM) 7.2 years Phase I Average Annual Production3 94,600 AuEq.oz Permitting To be completed in 2013 Phase I + II Heap Leach and CIL (Source: Cerro Resources Preliminary Economic Assessment May 2011) CIL Gold Grades 0.67 g/t Au, 14.2g/t Ag, 0.09% Cu Strip Ratio 0.74 Capital Costs4 $237 million Operating Costs $549/AuEq.oz Phase I + II Life of Mine (LOM) 14.2 years Phase I + II Average Annual Production5 90,000 AuEq.oz1. 9 million tonnes of ‘fresh’ material expected to be mined during Phase I for processing in Phase II. The material has been treated as ‘waste’ material for purposes of calculating the Phase I LOM strip ratio.2. Cash cost is a non-GAAP measure as estimated by Cerro Resources and include costs for mining, processing, metal transport and refining and administration but do not include capital costs or royalties (4%).3. Gold equivalent ounces estimated by Cerro Resources include revenue from silver and copper converted to a gold equivalent based three year historic prices as of Definitive Feasibility Study of June 2012, of Gold $1,341/oz, Silver $25.58/oz and Copper $7,582/tonne.4. Based from $154 million capital estimate from DFS, June 2012, the balance $83 million from the PEA, May 2011.5. Gold equivalent ounces estimated by Cerro Resources include revenue from silver and copper converted to a gold equivalent based on two year historic prices as of Preliminary Economic Assessment of April 2011, of Gold $1,571/oz and Silver $19.81/oz. TSX:P | NYSE:PPP 21
  22. 22. Cerro Del Gallo Large Gold Domain Resource Cerro Del Gallo hosts a 209 million tonne gold domain measured and indicated resource containing 3.2 million ounces of gold or 5.58 million ounces of gold equivalent11. 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 GolderAssociates Technical Report, 2008. TSX:P | NYSE:PPP 22
  23. 23. CERRO DEL GALLORESERVES AND IN-PIT RESOURCES1 Total Resources Within the Gold Domain - 20082 M Tonnes Au Au Ag Ag Cu Cu Au Eq* AuEq Category (g/t) (M ozs) (g/t) (M ozs) (%) (M lbs) (g/t) (M oz) Measured & Indicated 209.0 0.48 3.22 11.0 70.3 0.08 396.9 0.83 5.58 Inferred 20.0 0.30 0.19 7.0 4.5 0.09 39.7 0.59 0.38 1. Gold equivalent ounces calculated by Cerro Resources using gold, silver and copper prices of US$1,341/oz, US$25.58/oz and US$7,582/t respectively. 2. These resources are reported using internal cut-off grade of 0.2 g/tAu as per Golder Associates Technical Report, 2008. Phase I Heap Leach In-pit Proven and Probable Reserves – DFS June 20123 M Tonnes Au Au Ag Ag Cu Cu Au Eq* AuEqCategory (g/t) (M ozs) (g/t) (M ozs) (%) (M lbs) (g/t) (M oz)Proven & Probable 32.2 0.69 0.71 14.8 15.3 0.08 56.4 1.11 1.15 3. These reserves are reported using internal cut-off grades of 0.24 and 0.29 gAuEq/t for weathered and partially oxidized, respectively. Phase II In-pit Resources (excluding P+P Reserves) – PEA May 20114 M Tonnes Au Au Ag Ag Cu Cu Au Eq* AuEqCategory (g/t) (M ozs) (g/t) (M ozs) (%) (M lbs) (g/t) (M oz)Measured & Indicated 47.9 0.60 0.92 13.3 20.5 0.10 103.4 1.03 1.58 4. These resources are reported using internal cut-off grades of 0.24, 0.29, and 0.34 gAuEq/t for weathered, partially oxidized, and fresh material respectively. TSX:P | NYSE:PPP 23
  24. 24. 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 TSX:P | NYSE:PPP 24
  25. 25. Cerro Del Gallo Exploration Upside PotentialPotential Exploration Targets Early stage regional prospecting previously returned1:  1.5m @ 590g/t Ag and 3.40g/t Au  4.6m @ 428g/t Ag and 3.52g/t Au  3.6m @ 359g/t Ag and 1.57g/t Au  4.6m @ 239g/t Ag and 1.91g/t Au  6.0m @ 243g/t Ag and 1.70g/t Au  3.1m @ 200g/t Ag and 1.05g/t Au  7.6m @ 168g/t Ag and 1.51g/t Au 1. As reported by Cerro Resources. TSX:P | NYSE:PPP 25
  26. 26. Transaction Summary Creates a diversified, high growth, low cost producer in Mexico with further consolidation opportunities Strengthens growth profile and cash flows with estimated production of 260,000 Au Eq. ounces by 2016 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. ounces Strong balance sheet with cash flows sufficient to fund development growth Significant additional exploration upside Solidifies and leverages Primero’s established presence in Mexico Delivers on strategy of delivering value to shareholders through low risk exposure to precious metals in the Americas Attractive acquisition metrics and accretive on key measures Limited dilution of only 15% to Primero shareholders TSX:P | NYSE:PPP 26
  27. 27. TSX:P NYSE:PPP Focused on ProductionPRIMERO MINING CORP.20 Queen Street West, Suite 2301 Focused on Growth Tamara Brown Vice President, Investor RelationsToronto, ON M5H 3R3 T 416 814 3168T 416 814 3160 F 416 814 3170 info@primeromining.comTF 877 619 3160www.primeromining.com Trading Symbols Common Shares TSX:P, NYSE:PPP Warrants TSX:P.WT
  28. 28. Appendices TSX:P | NYSE:PPP 28
  29. 29. Executive Management Joseph F. Conway | President & C.E.O. 1 Tamara Brown | VP Investor Relations  Former CEO, President and Director of IAMGOLD  Former Director Investor Relations for IAMGOLD from 2003 to 2010  Former Partner of a Toronto based, boutique  Former President, CEO and Director of Repadre investment bank; Professional engineer in mining Capital from 1995 to 2003 industry Renaud Adams | C.O.O. H. Maura Lendon | VP, Chief General Counsel and Corporate Secretary  Former SVP, American Operations for IAMGOLD  Former General Manager of Rosebel Gold Mine  Former Senior Vice President, Chief Legal Officer 2007 to 2010 and Corporate Secretary of HudBay Minerals Inc.  Former General Manager El Toqui Mine in Chile  Former Chief Counsel Canada, Chief Privacy Officer and then the El Mochito Mine in Honduras - Canada of AT&T David Blaiklock | C.F.O. David Sandison | VP Corporate Development  Former Director, Corporate Development  Former Controller IntraWest Xstrata Zinc Canada  Previously controller for a number of public and  Former Director Business Development, private companies in real estate development Noranda/Falconbridge  Former EVP Noranda, Chile Board Committees: 1.Health, Safety and Environment TSX:P | NYSE:PPP 29
  30. 30. Board of Directors Wade Nesmith | Chairman Rohan Hazelton | Director 1,5 Robert Quartermain | Director 2,3  Founder of Primero  VP, Strategy, Goldcorp  Founder and President & CEO,  Founding and current director  Formerly with Wheaton River Pretivm Resources of Silver Wheaton, Chairman of and Deloitte & Touche LLP  Former President, Silver Standard Selwyn Resources  Director of Vista Gold Corp. and Canplats Resources David Demers | Director2,3,4,5 Timo Jauristo | Director 2 Michael Riley | Director 5  Founder, CEO and Director  EVP, Corporate Development,  Chartered accountant with more Westport Innovations Goldcorp than 26 years of accounting  Director of Cummins Westport  Former CEO of Zincore Metals experience and Juniper Engines Inc. and Southwestern  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 see Executive Management  Former Director of Breakwater  Former EVP & President, Resources, former director of Mexico. Former Chairman and Queenstake Resources, Santa CEO of Silver Wheaton, Board Committees: Cruz Gold Executive VP of Goldcorp and 1.Health, Safety and Environment  Former CFO, IAMGOLD Luismin S.A. de C.V. (San Dimas) 2. Human Resources and Compensation and President of Mexican 3. Governance and Nominating Mining Chamber and the Silver 4. Lead Director 5. Audit Institute TSX:P | NYSE:PPP 30
  31. 31. Analyst Coverage Firm Analyst BMO Capital Markets David Haughton Canaccord Genuity Steven Butler Cantor Fitzgerald Rob Chang Cormark Securities Richard Gray GMP Securities Craig West Mackie Research Barry Allen Macquarie Michael Gray RBC Capital Markets Dan Rollins TD Newcrest Steven Green Average Rating (at December 18, 2012) Average Target Price (at December 18, 2012) C$9.68 TSX:P | NYSE:PPP 31
  32. 32. 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. TSX:P | NYSE:PPP 32
  33. 33. TSX:P NYSE:PPP Focused on ProductionPRIMERO MINING CORP.20 Queen Street West, Suite 2301 Focused on Growth Tamara Brown Vice President, Investor RelationsToronto, ON M5H 3R3 T 416 814 3168T 416 814 3160 F 416 814 3170 info@primeromining.comTF 877 619 3160www.primeromining.com Trading Symbols Common Shares TSX:P, NYSE:PPP Warrants TSX:P.WT

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