– Active Gold Holding PLC INVESTMENT PROPOSAL Active Gold Holding PLC Investment Proposal Table of Contents 1 EXECUTIVE SUMMARY ..........................................................................................................4 2 2.1 2.2 2.3 2.4 2.5 HISTORY, SITUATION AND OBJECTIVES ................................................................................5 HISTORY ..................................................................................................................................5 THE PRESENT SITUATION .......................................................................................................5 MINING RESULTS ....................................................................................................................6 COMPANY OBJECTIVES ..........................................................................................................6 INVESTMENT OFFER ...............................................................................................................7 3 3.1 3.2 3.3 3.4 3.5 3.6 GOLD MARKET ANALYSIS ......................................................................................................8 DEMAND AND SUPPLY ...........................................................................................................8 HOW DOES GOLD WORK? ......................................................................................................8 RELEVANT FACTORS – PRODUCTION ...................................................................................11 RELEVANT FACTORS - COMMODITY ....................................................................................12 RELEVANT FACTORS – SAFE HARBOR ..................................................................................13 PREDICTIONS ABOUT THE GOLD MARKET PRICE IN THE FUTURE .......................................14 4 4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 4.9 GOLD MINING ......................................................................................................................16 INTRODUCTION ....................................................................................................................16 ALLUVIAL GOLD ....................................................................................................................16 HARD ROCK GOLD ................................................................................................................17 GOLD MINING IN RUSSIA .....................................................................................................19 OVERVIEW – THE REPUBLIC OF ALTAI .................................................................................20 THE HISTORY OF GOLD MINING IN THE REPUBLIC OF ALTAI ...............................................21 CURRENT GOLD MINING IN THE REGION ............................................................................21 CLASSIFICATION IN THE WESTERN WORLD .........................................................................22 CLASSIFICATION IN RUSSIA ..................................................................................................23 5 5.1 5.2 5.3 5.4 5.5 ACTIVE GOLD DEPOSITS ......................................................................................................25 ACTIVE GOLD’S FOUR DEPOSITS ..........................................................................................25 THE CHUIKA AND MIDDLE KAINACH DEPOSIT .....................................................................26 THE ALBAS AND KAURCHAK DEPOSITS ................................................................................28 THE BRECCIA DEPOSIT ..........................................................................................................29 PROSPECT MINES .................................................................................................................34 a PRAVOBEREZHNY ............................................................................................................34 b MAISKO-LEBEDSKY AREA .................................................................................................35 c CHOISKAYA AREA.............................................................................................................35 d SYNZAS.............................................................................................................................36 e BOLSHAYA RECHKA .........................................................................................................36 6 DEVELOPMENT PLAN...........................................................................................................37 6.1 TIME SCHEDULE ...................................................................................................................37 6.2. INVESTMENT DETAILS ..........................................................................................................38 a ALREADY PURCHASED .....................................................................................................38 b EQUIPMENT TO BE PURCHASED .....................................................................................40 2 Active Gold Holding PLC 7 7.1 Investment Proposal 7.5 PRODUCTION, LOGISTICS AND LOCAL INTEGRATION ........................................................43 PRODUCTION .......................................................................................................................43 a ALLUVIAL MINES ..............................................................................................................43 b HARD ROCK DEPOSIT .......................................................................................................45 LOGISTICS .............................................................................................................................46 CONCESSIONS.......................................................................................................................48 GOVERNMENTAL SUPPORT AND LOCAL INTEGRATION ......................................................50 a National Agency ..............................................................................................................50 b Social Responsibilities .....................................................................................................50 ENVIRONMENT.....................................................................................................................50 8 SALES ....................................................................................................................................51 9 9.1 9.2 9.3 9.4 9.5 9.6 COMPANY ............................................................................................................................52 STRUCTURE ..........................................................................................................................52 ORGANIZATION ....................................................................................................................52 BOARD OF DIRECTORS .........................................................................................................53 MANAGEMENT TEAM GENERAL MANAGEMENT ................................................................54 GEOLOGICAL AND TECHNICHAL EXPERTS - SITE MANAGEMENT ........................................55 SHAREHOLDERS ....................................................................................................................57 10 10.1 10.2 10.3 10.4 10.5 10.6 10.7 10.8 10.9 FINANCIAL PROJECTIONS ....................................................................................................58 Revenues ..............................................................................................................................58 Cost.......................................................................................................................................59 Profit and Loss ......................................................................................................................60 Balance Sheet (Pro Forma March 31st 2011) ......................................................................61 Free Cash Flow .....................................................................................................................62 Sources & Uses Of Capital ....................................................................................................63 Investment Metrics ..............................................................................................................64 Exit multiples ........................................................................................................................65 Return Sensitivities...............................................................................................................66 7.2 7.3 7.4 11 11.1 11.2 11.3 11.4 RISK MANAGEMENT ............................................................................................................67 GOLD PRICE ..........................................................................................................................67 DIESEL ...................................................................................................................................67 POLITICAL .............................................................................................................................67 OPERATION ..........................................................................................................................67 a Work force .......................................................................................................................67 b Spare part ........................................................................................................................67 c Equipment Lead Times ....................................................................................................68 d Close Circuit Water Supply ..............................................................................................68 e Vegetation .......................................................................................................................68 11.5 RISK & PROBABILITY ESTIMATIONS......................................................................................68 11.6 ENVIRONMENT.....................................................................................................................68 12 DISCLAIMER .........................................................................................................................70 3 Active Gold Holding PLC 1 Investment Proposal EXECUTIVE SUMMARY Active Gold Holding PLC (“Active Gold”) was formed in 2004 and currently holds four gold mining concessions in the Russian Republic of Altai, Siberia. Active Gold has concluded all the preliminary research, license negotiations and initial drilling works. Active Gold started with successful production in summer 2008. The overall geological reserves and resources of Active Gold exceed 50 tons of gold and 150 tons of silver with an annual gold production of 1.4 ton. At current gold price levels of approx. 1’450$/ounce and a silver price level of 40$/ounce, this is estimated to result in revenues of more than US$ 2.5 bn over the lifetime of the investment. Many trustworthy gold market analysts project the price of gold to rise significantly in the future, thus potentially further increasing revenue. However, after full development of its hardrock mine, the Company will break even at a gold price of about 600$/ounce. During 2008, Active Gold has successfully achieved actual production of gold on its first alluvial mining site at an average of 650 to 950 g of raw gold per day. In 2008 63.2 kg have been produced. 2009 yielded 99.1 kg and 2010 79 kg, i.e. a total of 240 kg until 2010, which has generated a positive cash flow. Active Gold has been controlled by a small group of individual shareholders from Russia and Switzerland ever since its incorporation. They combine investment know-how, local experience and a good understanding of the political network in Russia. All operations are headed by skilled professionals with extensive expert knowledge of the geographical region in which the Company is active. To expand operations, and to enable work on all four mines in parallel, Active Gold is seeking US$ 16.2m as debt or equity in a first phase investment placement. The current focus is on the operation of one additional identified hard-rock mine with geological reserves of more than 50 tons of gold. For the acquisition of additional mining concessions (“Phase 2”), no additional money will be required as it can be financed out of operating cash-flows. Active Gold strives to become a leading Russian gold producer which applies Western Standards of production and management. Once the envisaged production level of approx. 1.4 ton per annum has been successfully reached, an IPO or trade sale will be targeted within a timeframe of 3-5 years to provide an exit for the investors. According to the business plan, an Internal Rate of Return of 28% per annum can be expected. Phase 2 will certainly provide for additional up-side potential. The IRR calculation is based on a gold price of 1’450 $/ounce. An important calculation element is the exit valuation in 5 years. A conservative EV/EBITDA multiple of 5x has been applied, using South African mining companies as a proxy for the Company. The world average EV/EBITDA multiple is however currently above 8x. Active Gold is proposing a share capital increase of US$ 16.2m which would provide investors in this placement with 16.8% of its shares (post money). The remaining US$ 4.9m funding requirement would be financed with equipment debt finance at an interest rate of 11% p.a. We are proposing this investment to high net worth individuals with the desire to increase exposure to an attractive gold mining stock. We reserve this opportunity to investors bringing a minimum amount of US$ 1m. 4 Active Gold Holding PLC Investment Proposal 2 HISTORY, SITUATION AND OBJECTIVES 2.1 HISTORY 7 years ago, in 2004, three entrepreneurs, two Russians and one Swiss decided to leverage a unique opportunity to start a gold mining operation in Siberia. One of the Russian partners is a mining engineer with relevant know-how and management skills. The Swiss investor is fluent in Russian and has over 15 years of business experience in Russia which goes back to the times of the iron curtain. Together with another Swiss, he successfully manages a fish processing plant near St. Petersburg and is partner in the first quality vinery on the Russian Black Sea coast. The other Russian partner, who joined them later, brings a profound understanding of the political networks to the table. In 2006 a second Swiss investor joined the team. He is not only the owner and chairman of a Private Bank in Switzerland but also brings a broad network in the financial industry and extensive Private Equity experience to the team. All four investors financed, out of their own funds, the acquisition of the mining concessions, the drillings to test and prepare the ground, the purchase of equipment and the employment of professionals for the first mine. In 2009 an investor from Spain and another Swiss investor became shareholders of the company. To bring this mining operation from the drawing board to operation has, at times, been quite a challenge. Considerable effort has gone into finding the right mining professionals, into obtaining all required mining licenses, and obtaining alignment and support from regional and federal governmental instances. By 2008, the company had successfully managed to overcome the start-up difficulties, brought the first alluvial mine into operation and even obtained a rare gold export license. Today, through its company Active Gold Holding PLC, St. Petersburg, the Company holds concessions to exploit three alluvial and one hard rock mine in the Republic of Altai, Siberia, Russia. 2.2 THE PRESENT SITUATION The first alluvial mine started its operations in summer 2008 and yielded 63.2 kilograms of gold within only 5 months of production. In 2009 the production volume increased by 57% totaling 99.1 kilograms. In 2010 79 kg of gold has been produced. The total amount of gold produced within the period of mining operations since 2008 to 2010 is approximately 240 kg. This relatively small quantity is due to the fact that the financial means have been concentrated on exploration of the hard rock mine during the initial phase. This first mining site is located near the village Chuika, about a 5 hours drive from Barnaul or a 8 hours drive from Novosibirsk, the capital of Siberia. A second alluvial mine is currently in process of being made operational. All preparatory works have already been finalized. The total 5 Active Gold Holding PLC Investment Proposal gold reserves and resources under the current concessions and its extensions exceed 50 tons of gold. Presently, the gold is being refined in Novosibirsk and sold via Sberbank (Moscow) in the form of 999.9 quality gold bars at London spot price. Active Gold envisions exporting part of the production to a Swiss Bank. The required licenses for export of gold bars and nuggets have already been obtained; based on a contract with a Swiss Private Bank (Bank Frey & Co AG in Zurich) Active Gold was the first company to export gold nuggets from Russia. 2.3 MINING RESULTS The first months of actual field operations have produced evidence that the gold content at Active Gold’s first alluvial site is between 50% and 200% higher than that stated in the geological data sheets on which the business plan was originally based. The data used to establish Active Gold’s business plans comes from various sources. Some are the results of Active Gold’s own drillings during recent times, others come from field tests and historical documents that were executed and issued by Russian Governmental Institutions in the 1970’s and later. Based on the first results of Active Gold’s recent gold production it became obvious that the historical data as found in Russian archives were too conservative. This is partly due to the fact that the techniques utilized today are far more precise and efficient than those put to use during the Soviet era; it is also due to the Soviet authorities who have applied a rather conservative methodology and made their calculations accordingly. In 2009 and 2010 extensive drillings have been conducted. 54 drill holes and more than 8000 meters of drillings have been conducted to comply with the 43-101 requirements of the Toronto Stock Exchange to confirm the assumed reserves. Alone in the area of 300 x 400 m more than 2.5 tons of gold have been confirmed. Further drillings will be executed in the course of 2011. 2.4 COMPANY OBJECTIVES Active Gold strives to become a leading Russian Gold Producer applying Western Standards for production and management. It will utilize modern technologies to achieve highest efficiency while preserving the environment and protecting its workforce. The objective of Active Gold is to exploit all four mines in parallel, acquire new alluvial concessions once the current alluvial mines are depleted and, if possible, to acquire the concession for another hard-rock mine. Active Gold has already been offered one hard-rock mine with more than 40 tons of gold reserves and a second one with another 30 tons of gold reserves. Active Gold believes that obtaining the opportunity to acquire additional mining concessions would not be a difficult task – certainly not after having established itself as a trustworthy counter party with actual and successful production in place. 6 Active Gold Holding PLC Investment Proposal As explained in more detail in the financial section, Active Gold only needs “bridge financing” as it will be cash-flow positive from the beginning. This additional capital helps to operate all mines in parallel within a shorter period of time. Initially, an amount of US$ 21.1m is sought to purchase equipment and hire the necessary employees to operate mines 2, 3 and 4. In Phase 2, a second hard-rock mine together with the necessary mining equipment will then be acquired. In 3-5 years Active Gold intends to obtain a listing at an appropriate exchange (IPO) or to sell the business to a large international mining company. 2.5 INVESTMENT OFFER Active Gold is proposing a share capital increase of US$ 16.2m which would provide investors in this placement with 16.8% of its shares (post money). We are proposing this investment mainly to high net worth individuals with the desire to increase exposure to an attractive gold mining stock. This opportunity is reserved to investors bringing a minimum amount of US$ 1m. 7 Active Gold Holding PLC Investment Proposal 3 GOLD MARKET ANALYSIS 3.1 DEMAND AND SUPPLY Gold mine production increased significantly over the 1980s and 1990s from less than 1’300 t in 1980 to over 2’500 t by 1998. The increase has been fuelled by incremented production from the majority of gold producing nations, offsetting decreasing production from South Africa. From an industry perspective, gold is predominantly driven by global jewelry demand. The 2006 consumption was 3’400 t, 1’100 t more than the mine supply. The difference was made up of scrap supply (1’100 t) and official sector sales (300 t), offset by producer de-hedging (400 t). Gold touched an all-time high of $1496/oz in April 2011. Today, China is the world's largest gold producer followed by Australia, USA and South Africa and Russia. Gold price development 1975 -2011 1600 1400 1200 1000 800 600 Spot Price 400 200 3.2 01.04.2011 01.04.2008 01.04.2005 01.04.2002 01.04.1999 01.04.1996 01.04.1993 01.04.1990 01.04.1987 01.04.1984 01.04.1981 01.04.1978 01.04.1975 0 HOW DOES GOLD WORK? According to UBS Investment Research (March 10, 2009), gold is almost unique in a commodity context. It is unique (and from an investor perspective often maligned) because over the past several decades there has been no clear societal need for the metal. It could be (and often is) argued that while other commodities are required to directly support the inner workings and advancement of human civilization, gold is not. Gold’s primary applications have, throughout history, been consigned to two primary (and often interlinked) uses: as a medium of exchange or currency, and for jewelry. 8 Active Gold Holding PLC Investment Proposal Is gold money? In our view, gold can best be characterized as being “mostly” money. This is not a perverse way of saying that it both is and is not money; we would instead describe gold as having the most important characteristics of money without having the explicit authority to be money. Gold’s role as a form of money is largely a function of its physical and geological properties; the more important of these are described below: – Scarcity: Gold is reasonably scarce, so there is not likely to be a loss of confidence from supply growth; and mine-supply growth over time is reasonably predictable. – Utility: Gold is divisible, indestructible and transportable; furthermore, it can be stored indefinitely, all of which makes it unique as a convenient agent of exchange. – Acceptability: Gold has been a widely accepted and used form of currency for much of human history. Given gold’s financial links, the usual supply/demand dynamic often does not apply for the metal. Gold prices generally respond quite peripherally and temporarily to the waxing/waning of jewelry demand, or oscillations in mine output or central bank selling. If selling or buying surges, then of course prices will respond; however, this is usually short-lived. The evidence does suggest, that gold meaningfully responds as a financial instrument that competes with other stores of value, i.e. other currencies and other asset classes. Over time, gold trades like another form of money As such, over the past several decades, with confidence in paper money having fluctuated (the US dollar in particular, as this is still the default global reserve currency), the performance of gold has responded largely as a response to changing inflationary and deflationary expectations. Gold and deflation UBS believes that gold, given the contention that it acts as a currency, will usually outperform other assets in this type of environment. Gold acts as an effective hedge against deflation. The chart below illustrates the performance of silver from 1925, highlighting the 1927-34 deflationary period, a period of out-performance of silver versus other important asset classes. In this instance, we use silver as a proxy for gold given the price controls and restrictions on gold from 1933. 9 Active Gold Holding PLC Investment Proposal Silver (proxy for gold) performance relative to other assets (from 1900) Source: UBS estimates Gold and inflation Inflation also erodes the value of key asset classes, particularly of equities and debt, given that it generally coincides with greater volatility of inflation, which leads to greater uncertainty and increased risk perceptions. But before making further comments on how gold performs in periods of inflation, it is necessary to clarify that we also believe that one needs to consider the source of inflation, as this may have a bearing as to how gold could perform. For example, inflation during the 1970-80s was due to a combination of two things: (1) stimulative monetary policy during the 1960s; and (2) a spike in oil prices which occurred as a consequence of supply restraint. These two factors led to a strong performance in commodities as an asset class and a mixed performance by gold versus some of the other commodities. It is also possible, in our view, for inflation to emerge in another manner, and one which may be more applicable to the current financial environment; that is the potential for currency debasement as governments spend vast quantities of money, and potentially start the printing presses to produce more currency and avoid deflation. In such environment, we would argue that prices rise as a direct consequence of growing availability of money (the velocity of money being key factor). Given the non-fiat characteristics of gold, we would expect that in this macro environment gold could perform in-line with inflation. In summary, gold can well act as a hedge against inflation, particularly if the source of that inflation is a loose monetary policy. The chart below illustrates the performance of gold from 1975, highlighting the 1972-83 inflationary periods, and the period of inconsistent performance of gold versus other important asset classes. We would note that there was some distortion in the gold market from 1975 to 1980, as the US Treasury and IMF had selling programs during this time. 10 Active Gold Holding PLC Investment Proposal Gold performance relative to other assets (from 1975) Source: UBS estimates 3.3 RELEVANT FACTORS – PRODUCTION The main relevant factors influencing the price of gold is the production capacity, the current need for gold as a commodity, and the use of gold as a safe harbor. Production has a lesser impact on price of gold than on the price of other commodities. Annual production has now leveled off at approx. 2500 t per annum. Gold Production 1980-2014 (World Gold Mine Production) $ 1,400 2,500 Tonnes of Production 1,000$ 1,500 800 $ 600 1,000 GOLD SPOT $ US/OZ US/OZ $1,200$ 2,000 $ 400 500 $200 ource 0GFMS, and CIBC World Markets Inc.Asia AfricaCompany Northreports America Europe Europe Lattin America Oceania Other Countries Gold The total volume of gold ever mined in history is estimated at some 155’000t which compares to an annual production of approx. 2.500 tons. The average grade of the mined ore is also declining globally. The higher average mines have been depleted and the market has been forced to turn to mines that deliver a lower grade of ore, which means that the gold exploration expenditures have risen sharply in recent years. 11 Active Gold Holding PLC Investment Proposal Global Average Mine Grades Q1 2005 – 2008 Global Average Yield (g/t) 1,7 1,6 1,5 1,4 1,3 1,2 1,1 1,0 Source: Bloomberg and CIBC World Markets Inc. 3.4 RELEVANT FACTORS - COMMODITY Gold is subject to hoarding and dishoarding based on financial investors’ sentiment. This, rather than industrial applications or even jewelers demand, is the key determinant of the gold price. Gold price fluctuations are not really a function of supply and demand fundamentals. Demand Drivers: Above Ground, world gold holdings are concentrated on jewelry Gold supply failed to grow 12 Active Gold Holding PLC 3.5 Investment Proposal RELEVANT FACTORS – SAFE HARBOR The price of gold has surged in the past seven years fuelled by political and economic uncertainty, rising oil prices and the decline of US investors investing in gold as soon as the economic climate is worsening - at times viewed as a "recession hedge". As the confidence in the financial market's ability to preserve economic value is being shaken, for example by a weakening US Dollar and rising oil prices, gold is, again, gaining credibility among investors as the ultimate “store of value”. The increasing role of gold as the currency of last resort can be seen in the increasing correlation between gold prices and measures of financial distress from the credit-default swap (CDS) markets. Specifically, the recent divergence between gold prices and the fair value currency basket is largely explained by the rising CDS spreads of financials and sovereigns (see illustration 1). Augmenting the fair value currency basket with these measures of financial and sovereign risk suggests that gold is priced consistently with increased sovereign default risks (illustration 2). (Illustration 1) (Illustration 2) Source: COMEX, CME and GS Global ECS Research. Source: COMEX, CME and GS Global ECS Research. lt is also important to emphasize that the recent strong demand for gold has not been irrational but rather in line with the probabilities of financial and sovereign default. Specifically, the strong rise in gold ETF demand is a reflection of default risks as measured by the financial and sovereign CDS spreads (illustration 3). Such strong demand for investment reasons is likely more than offsetting the declines in gold demand for jewelry use. (Illustration 3) Financial + Sovereign CDS Indes (right axis; bp) Gold ETF Holdings (left axis; min oz) (left axis; min ( 13 Active Gold Holding PLC 3.6 Investment Proposal PREDICTIONS ABOUT THE GOLD MARKET PRICE IN THE FUTURE Although it is notoriously difficult to make firm predictions about future geopolitical events, it is clear that stocks and gold work in opposition to each other. Certain analysts make the prediction that the gold price will even reach 4,000 US$ in the not too distant future. Forecast of selected financial institutions (gold price in 2011 in USD per 1 ounce) Institution Low High Credit Suisse 1100 1600 UBS 980 1550 Goldmann Sachs* 960 1690 *source Wall Street Journal Gold is not at extreme values compared to house prices Gold is not overvalued compared to US equities 14 Active Gold Holding PLC Investment Proposal Inflation Adjusted gold price still below the past peak Production costs justify the rise in the gold price 15 Active Gold Holding PLC 4 GOLD MINING 4.1 INTRODUCTION Investment Proposal Alluvial or “placer” gold comes from eroded hard-rock sources. Rivers and glaciers flowing over gravels have washed and sorted them, concentrating the heavy metal gold in specific layers. This often makes placer gold deposits much richer than their hard-rock sources. While "hard rock” gold is usually mined by means of mining hardware, using explosives and "cyanidation", alluvial gold can be mined by the process of digging it up and washing with special equipment. Therefore, alluvial deposits usually have a lower mining and exploration costs than hard-rock deposits. 4.2 ALLUVIAL GOLD Typical locations for alluvial deposits are on the inside bends of rivers and creeks, in natural hollows, at the base of a waterfall, within sand dunes, beach profiles or in gravel beds. Alluvial “placers” are formed by the deposition of dense particles at sites where water velocity remains below that which is required to transport them further. To form a placer deposit, the particles sought after must show a marked density contrast with the surrounding material, which is transported away from the trap site. Only if the deposit is winnowed in this way can the minerals be concentrated to economic levels. All methods of placer deposit mining use gravity as the basic sorting force. The mining process uses a drum which is composed of a slightly-inclined rotating metal tube (the “scrubber section”) with a screen at its discharge end. Lifter bars, sometimes in the form of bolted-in angle irons, are attached to the interior of the scrubber section. The mineral containing sand that passes through the screen is then further concentrated in smaller devices such as sluices and jigs. The larger pieces of sand that do not pass through the screen are carried to a dump by gravity flow over a discharging chute. The sand is then further concentrated in smaller devices. The placer gold is finally obtained, containing gold and fine mineral granules. It is sent to the refining plant, where the gold is melted out by using high temperatures. Gold washing plant, Active Gold Holding Plc, Chuika mine Gold-bearing sand being moved to the crushing facility, Chuika mine 16 Active Gold Holding PLC Placer gold on a shaking table, Chuika mine 4.3 Investment Proposal Native nugget of 456.2 grammes, Chuika mine HARD ROCK GOLD “Hard-rock” gold differs from “placer” gold in its occurrence. It usually occurs in fissures and fraction zones, where it has been deposited in quartz veins, which are not destroyed by nature and which form pillar massifs. Very often the ores also contain other precious metals like silver and copper. Gold can be deposited near the earth's surface (epithermal gold) and at greater depths (mesothermal gold). Heavy equipment and thus higher investments are normally required for hard-rock deposit mining. The first stage of the ore mining is usually the blasting of the rock massif. Then, the ore is crushed. After crushing, the gold (and any other metals that are found) can be recovered in two different ways. The first recovery method is called “cyanidation”. It involves using chemicals to separate the gold from its contaminants. In this process, the ground ore is placed in a tank containing a weak solution of cyanide. Zinc is added to the tank, causing a chemical reaction of which the end result is the precipitation (separation) of the gold from its ore. The gold precipitate is then separated from the cyanide solution in a filter press. The second approach is mechanical extraction through gravitation and flotation. The combination of water and mechanical action frees the valuable minerals from the ore. Depending on what recovery scheme is chosen, the plant (crusher, mill, and centrifugal concentrator and flotation cell) and metallurgical department (pumps, adsorbing devices) have to be constructed at the location of the deposit. Hard-rock deposits are much larger than alluvial ones and, accordingly, also have longer mine lives which justifies the more extensive and costly mining and exploration. The main product is the concentrate containing the gold. This concentrate is being sent to the refining plant where it is cleaned and shaped into bullions by using high temperature to melt the gold. 17 Active Gold Holding PLC Ore breccia from the Breccia site Investment Proposal Visible gold in core, quartz-hematite veinlet, Breccia site Visible disseminated gold, core sample from the Breccia site 18 Active Gold Holding PLC 4.4 Investment Proposal GOLD MINING IN RUSSIA In the last few years, Russia took the 5th place in the world gold mining rankings. The world leaders in gold-mining are China, The Republic of South Africa and Australia. In 2010 Russia produced 175.2 tons, i.e. 1.7% less than in 2009. Gold is mined in 23 regions of the Russian Federation. Krasnoyarsky Krai is the leader in goldmining among the Russian regions. In each one of the regions, situated in the Eastern part of the country, more than 10 tons of gold are mined per annum. The total volume of mining in these regions is approximately 80% of the entire production in Russia. Gold mining in the main gold-mining regions (in tons) Federal Subjects Krasnoyarsk Krai Chukotka Autonomous Okrug Amur Oblast Sakha (Yakutia) Republic Irkutsk Oblast Magadan Oblast Khabarovsk Krai 2010, ton 36,0 25,0 19,8 18,6 16,0 15,4 15,2 2009, ton 33,8 31,2 22,0 18,6 15,0 13,7 14,7 Source: Gold Mining Union of Russia Gold mining in the Republic of Altai has started only recently and already exceeds a level of 1 ton of gold per annum. It is believed to have a great future potential. Gold mining in Russia in 2010 (tons) Polyus Gold Chukotskaya GGK 43.1 44.1 Severstal Petropavlovsk Polymetal Uzhuralzoloto 3.6 3.9 19.6 6.4 Highland Gold Mining Vysochaishy 6.7 Susumanzoloto 13.8 18.3 15.7 Other companies Source: Gold Mining Union of Russia 19 Active Gold Holding PLC Investment Proposal The leader among Russian gold-mining companies is Polyus Gold Mining Company ZAO. International mining companies are present in Russian gold mining, with the following companies invested in the sector: Kinross Gold Corporation (USA), Petropavlovsk Plc (UK), Highland Gold Mining Ltd (UK), Leviev Group (Israel), Angara Mining Plc (UK), Central Asia Gold AB (Sweden), High River Gold Mines Ltd (Canada) and Bema Gold Corporation (Canada). 4.5 OVERVIEW – THE REPUBLIC OF ALTAI The Republic of Altai is a federal subject of Russia and covers 92'600 Km2, which is roughly twice the size of Switzerland, and has 203'000 inhabitants. The Republic is situated at the very center of Asia at the junction of Siberian taiga, the steppes of Kazachstan and the semi-deserts of Mongolia. The most striking geographical aspect of the Republic of Altai is its mountainous terrain which is rich in mineral resources. The Republic of Altai is one of the Russian Federation’s many subsidized regions. Federal grants account for 90% of its budget. The main industrial sectors in the Altai Republic are non-ferrous metallurgy, food processing and timber. The name Altay means Golden in Turkic and Mongolic languages, and this area was always referred to as “Golden Mountains” in the Chinese language. 20 Active Gold Holding PLC 4.6 Investment Proposal THE HISTORY OF GOLD MINING IN THE REPUBLIC OF ALTAI Gold has been mined in the mountains of Altai since the first half of 3,000 BC, and in modern history, since the first half of the 18th century (Koluvano – Voskresensky, Demidov plant). The area is located between two world-unique mining regions – the polymetallic South-West Rudno-Altaisky region and the ferrum-and-coal dominated North Kuznetsky region. Based on the state of gold exploration in the region, and also taking into account the prospecting experience from Active Gold’s site at the Chuika River, it is clear that, compared to other gold-mining regions in Russia, except maybe for the Kemerovo region, the territory is at the initial stage of exploration both regarding hard-rock and placer gold. The search and proper assessment of the deep gold placers (8-10 m and deeper), including more productive buried ones, in these more complex mining and geological conditions, is performed with the help of modern technical and technological equipment. Searches for hard-rock gold deposits have been performed mainly for two industrial and genetic types – vein gold-quartz and scarified gold. Geological surveys on the 1:50 000 scale have been carried out by all exploration companies in the region, except for those that have specialized in coal, ferrum and poly-metals. In the 1960s- 1980s, thousands of places with native mineralization were found in the area but their potential in terms of industrial hard-rock gold reserves has not yet been fully estimated. Regular surveys for gold deposits in modern times were started as late as in 2003 by GornoAltaiskaya Ekspeditsiya PLC. Active Gold performed geochemical prospecting on the 1:200 000 scale within the North-Altai gold-bearing belt and obtained very positive results in the Novofirsovskaya and Kuriinskaya areas during the second year. 4.7 CURRENT GOLD MINING IN THE REGION 30-35% of the hard-rock gold mining in the region is performed by a single enterprise (Rudnik Vesyoly PLC). This company performs surface and underground mining of ore, which is processed at a gold recovery plant. Rudnik Vesyoly PLC has doubled its sales volume over the last 15 years without attraction of external investments. The peculiarities of the geological structures in the region, and the occurrence of direct and indirect criteria and features of gold deposits, confirm definite possibilities to identify industrial gold deposits of all genetic types, including large and very large deposits (like Kupol, Karlin and Bukurchik). This fact is mentioned by all leading Russian specialists of gold metallogeny, who have performed research in the region for the last 15 years (Borisenko A.S., 1995-1999 and Scherbakov U.G., 1997-2004, IG SO RAN [Institute of Geology, Siberian Department, Russian Academy of Science]; Schepotiev U.M., 2003, CNIGRI [Central Scientific and research Geological Prospecting Institute of Non-ferrous and Precious Metals]). It has also been confirmed by Altai Gold’s own drilling for the 43-101 application. Hence, the identification and exploration of industrial reserves of hard-rock gold in the area is only a matter of time. A conservative estimate of the region’s total potential made by Active Gold’s specialists is 2,750 tons of hard-rock gold, including the most prospective metallogenic taxons: 21 Active Gold Holding PLC Investment Proposal – North-Altai gold-bearing belt: 2’ 000 tons – Salair Range: 500 tons. On February 1, 2006, the Head of the Russian Administration for the Geology of Hard Minerals, B.K. Mikhailov, named the surveying of the North-Altai gold-bearing belt as one of the eight major achievements of the Russian Geological Survey during the last 3 years and said it was going to “totally change all traditional views on the poly-metallic specialization of this region”. For alluvial placer gold, the situation is somewhat different. In the three constituent territories of the Federation, only 18% of the resource potential is at the present disposal of subsurface users. The open acreage includes the placer grading 500-600 mg/m3 and lower. According to calculations, the use of proper technical means, technologies of extraction and processing of sands at the present gold price will make the operation of placers with this grade quite profitable. More than half of the subsurface users that have obtained mining licenses do not produce more than 20 kg of gold per annum - or do not start operations at all. Since 2008, the managers of Active Gold Holding PLC were approached seven times with the suggestion to acquire various rights of subsurface usage. The main causes of failure of the enterprises in the region are on the one hand the obsolete equipment, requiring expenditures for their repair and maintenance as well as an insufficient professional approach. On the other hand, there is also an application of traditional power- and material intensive technological schemes of overburdening, extraction and processing of sands, which ignores certain mining and geological peculiarities of deposits which lead to unduly excessive gold losses. Finally, the low attention to the mineral base, conditioning instable work, additional costs and excessive gold losses take place, mostly due to the absence of qualified engineers, technicians and employees, who can determine and eliminate the above drawbacks. 4.8 CLASSIFICATION IN THE WESTERN WORLD Australia's Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves ("JORC") has been widely adopted by the global mining industry. Other Western World Standards exist and are broadly comparable to JORC. The JORC classification is based on geological knowledge and confidence; it uses “Resources” versus “Reserves” as a function of "availability" vs. "commercial viability". Measured Resources Tonnage, density, shape, physical characteristics, grade and mineral content can be estimated with a high level of accuracy. Supported by extensive drilling and sampling, shape and characteristics of the ore body can be firmly established. Indicated Resources Where the estimates can be provided with a low level of confidence. Inferred Resources Where the estimates can only be provided with an even lower level of confidence. They cannot be converted directly to reserves. 22 Active Gold Holding PLC Investment Proposal Proven Reserves Normally the economically mineable part of a Measured Resource. Probable Reserves Normally the economically mineable part of an Indicated and in some cases Measured Resources where there are uncertainties over some of the Modifying Factors. Resources («Availability») Increasing level of geological knowledge and confidence Reserves («Commercial Viability») Measured Proven Estimated with high level of accuracy, supported by extensive sampling, leading to firm establishment of characteristics Normally the economically mineable part of a Measured Resource Indicated Probable Estimated with a low level of confidence The economically minable part of and Indicated Resource with some unclear modifying factors Inferred Estimated with lowest level of confidence – need to be upgraded first to be converted to reserves Consideration of modifying factors: =========== Mining, metallurgical, economic, marketing, legal, environmental, social and governmental 4.9 CLASSIFICATION IN RUSSIA In Russia, an alternative system (“GKZ”) is used to classify reserves and resources which is not directly comparable with Western World Standards. Mining companies in Russia report reserves and resources to the State Authority (GKZ) under the Russian code of reporting in a Russian Gold context; the terminology is also not always applied consistently. What is technically a “resource” is often referred to as a “reserve”. Thus, the comparison of GKZ reserves and resources with JORC is, at times, an art - and not a science. C1 Good understanding of the mineralized zone, including geometry, grade continuity, physical and metallurgical properties. C2 Preliminary assessment of the mineralized zone's properties. Tonnage, grade, geometry and grade continuity are not always certain. In general suitable to use in mine plans, but often requires more drilling to be proven. 23 Active Gold Holding PLC Investment Proposal P1 Little understanding of the geometry of the mineralized zone exists. Not suitable for use in mine plans. Market experience suggests that, in practice, 70-80% of P1 resources normally get converted into a "C" category. P2 Based on very limited drill hole and/or sampling data. The results are considered to be a highly unreliable measure of the potential upside of the relevant deposit. P3 Based purely on geophysical and geochemical data and is a purely speculative and subjective measure. Importantly, the standards for P1 Resources can vary considerably. Thus, it is important to understand which and how much data was used to generate the P1 resource assessment. Generally, drilling and underground channel sampling is obviously favorable compared to surface sampling. «Resources» Unclassified Inferred Indicated Measured After Feasibility Study А+В Normally after Pre-feasibility Study С1 Varying confidence level P1 No drilling С2 C1 – Good understanding of mineralized zone properties. C2 – Preliminary assessment of properties. Can require more drilling. P1 – Little understanding of properties. 70-80% normally converted «C». P2 – Based on very limited data. Highly unreliable measure of potential. P3 – Based purely on geophysical and geochemical data. Speculative and subjective. P2 + P3 Increasing level of geological knowledge and confidence 24 Active Gold Holding PLC Investment Proposal 5 ACTIVE GOLD DEPOSITS 5.1 ACTIVE GOLD’S FOUR DEPOSITS The deposit of alluvial gold in the Turochack region at the Chuika and Middle Kainach rivers are currently the focus of the activities of Active Gold. In 2011-2012 production at the alluvial deposits of Kaurchack and Albas is scheduled to be started. The forth and most important mine – the hard-rock deposit of Breccia - will be prepared during 2011. It is intended to start procution in 2012 with actual mining operations producing finished products in 2013. This territory is covered with taiga vegetation and abundant forests and the river valleys are waterlogged. Logistically, all 4 mines are close to main roads. Tashtagol and Barnaul offer resources for the workforce, including an airport and all the necessary infrastructure. Active Gold PLC (Holding). Total expected gold (“Reserves” and “Resources”) Hard-rock gold Total Total Breccia Total Breccia 126 523 2‘850 3‘373 8‘900 550 200 950 2‘000 2‘950 10‘000 0 0 0 0 5’000 5’000 15‘000 P3 0 0 0 0 40‘000 40‘000 120‘000 Total 400 748 326 1‘473 49‘850 51‘323 153‘900 Category of reserves (resources) Chuika Albas Kaurchack С1+С2 200 198 Р1 200 Р2 Alluvial Gold Silver 25 Active Gold Holding PLC 5.2 Investment Proposal THE CHUIKA AND MIDDLE KAINACH DEPOSIT This locality is characterized by mid mountain relief with sea-level marks of 500-1’200m and a local difference in elevation of 200-600m. The Chuika River is the left inflow of the Kluk River, flowing in the Lebed River of the Biya River system. The valley of the Chuika River is of trapezoid shape with the well-marked flood plain, with depth changes from 200-1’000m. The River depth is near 1.5m and its width is 10m. The water level depends on the amount of precipitation; season fluctuations do occur. 26 Active Gold Holding PLC Investment Proposal Drilling Scheme To prospect for gold reserves and define gold grades in the placer by the Chuika river, 112 drillholes totaling 1’109 line metres were completed in 2009-2010. Prospecting operations resulted in the increase of reserves equal to 121 kilograms of gold. After the 2008-2010 production period there is sufficient evidence to increase the total reserves at the Chuika mine to 196 kilograms. 27 Active Gold Holding PLC 5.3 Investment Proposal THE ALBAS AND KAURCHAK DEPOSITS The Albas deposit is located by Albas River, which is the left inflow of the Lebed River, located five kilometers below the mouth of the Kaurchak River. The extent of the valley is 12 km. Drilling Scheme To estimate the production sites and gold potential of the deposit along the Shirokyi brook, the left inflow of the Albas river, 65 drillholes totaling 346 line metres were completed. Total reserves at the Albas river are 198 kg, including 36 kg in the C1 category. 28 Active Gold Holding PLC Investment Proposal The Kaurchak deposit is situated in the area of the Small Kaurchak basin. It has a rather complex geological structure, conditioned by its location at the joint of Gorny Altai, Gornaya Shriya and Western Sayan. The main reason for the high perspectives of the area is its location in the Western part of the North-Altai “gold belt” characterized by high gold productivity. Approximately 16 tons of placer gold and 18 tons of hard-rock gold have been mined here in the past. The valley of the Small Kaurchak River has a trapezoid profile, its width varies from 100 to 300 m. Along the river extension, there is an erosive and accumulative socle terrace at the level of 20-30 m, predominantly along the right slope. The terrace bedrock is covered by alluvium, which is overlaid by eluvial trains of brown loam close to the valley slopes. In the mouths of the side inflows, there are distinct detrital cones which significantly increase the thickness of the sediments. The terrace declines from the slope to the brow. The alluvial placer has a distinct productive stratum, lying at the basement of river sediments. The reserves are explored both in the flood plain (a flood plain deposit) and terrace (terrace deposit) valley parts. 5.4 THE BRECCIA DEPOSIT The Breccia mine is located in the Turochack region of the Altai Republic, some 13 km from the Artubash settlement. It is well connected by a highway and is close to the Biysk railway station. As of February 2011, the drilling programme and laboratory work at the Breccia site have been completed. Rock mechanics of ores and hosting rocks as well as technological properties of ores are being currently studied. Fifty-two drill holes have been completed totalling 7’682.5 meters. 29 Active Gold Holding PLC Investment Proposal Twenty trenches totalling 7’178 cubic meters and 150 line meters of pits have been dug, and laboratory work has been completed in preparation of a 43-101 application. The central part of the site, which is 300x400m, has been explored by drilling operations. On some prospecting lines the ore bodies have been traced to the depth of 200-300 m. The ore bodies are formed by silicified volcanic explosive breccias intersected by veins and stockworks of quartz veins, disseminated with limonite, pyrite and free gold. Visible free gold was observed in core from five drill holes. It became clear from the results of the assay tests that the ore bodies are in the column shape. The gold occurs in pockets. Maximum gold values range from 78 to 145 g/t. Within the mineralized zone of higher gold grades (0.1-0.9 g/t) six ore bodies have been delineated at 1 g/t cut-off grade. The thicknesses of the ore bodies range from 1.0m to 35m. The strike extension is 35 to 134 m. The ore bodies were traced to a depth of 75-350m. Gold grades in ore vary from 1.0 g/t to 145 g/t; silver grades ranges between 1.0 g/t and 675 g/t. The average grades in the ore bodies are 1.81 to 4.26 g/t of gold and 1.7 to 27.7 g/t of silver. Micromine geostatistical modelling of the Breccia site has shown the following preliminary estimate of ore, gold and silver reserves: 1’199’944 tons of ore; 2’849 kilograms of gold grading 2.37 g/t; 8’924 kg of silver grading 7.44 g/t. The major portion of ore and metal reserves (74%) are hosted by ore body 1. Ore body 1 extends along the strike for 210m. It has been traced to a depth of 300m. The ore body has not been delineated to the west and to the depth. The thickness of the ore body ranges from 2.0m to 35.1m averaging 8.4m. The average gold grade in the ore body is 3.30 g/t and the silver grade is 22.1 g/t. The other ore bodies are smaller but similar to ore body 1. In 2011, it is scheduled to continue geological exploration of the Breccia site and the Churinskaya gold area. The following scope of work is planned to be carried out: core drilling – 5’000 line metres; mechanical trenching (excavator and bulldozer) – 20’000m3 and geological traversing – 50km. In the report on scientific research – the Feasibility Study of the “Provisional Exploratory Parameters for Estimation of Reserves” at the Hard-rock Gold Breccia site, a method of openpit mining was placed under consideration. The stripping ratio is optimized. At 1 g/t Au cut-off it varies greatly from 2.7 to 12.6. The average strip ratio is quite high - 7. As practice shows, the estimated volume of stripping increases 15-20% while mining. The open-pit mining at such deposits reduces the base ore quality control. Shallow ore bodies occurring at a depth of more than 30m are characterized by a high ore dilution factor, lower grades and high yield of dradges if mined by open-pits. Economic calculations of gold production in the report show that the open-pit mining method is not profitable for this type of deposit. If the open-pit mining method is used, dumping, blasting operations on the surface, industrial noise of mining machinery and exhaust fumes of internal combustion engines (ICE) affect negatively the environment of the ecologically clean area of the Teletskoye Lake. The business plan considers the possibility of underground production at the deposit. This method allows effective monitoring of base ore quality and excludes negative factors affecting the ecological environment. The terrain of the area determines the adit stripping for accessing the underground ore and the chosen method determines locations for the major openings, surface constructions and size of the mine site. 30 Active Gold Holding PLC Investment Proposal Due to high strength of rocks blasting will be carried out and drilling equipment with downhole hammers is required to be used as its efficiency in strong rocks is very high in comparison with rock bit drilling. 30m level interval between benches was determined by the following factors: geological – dimensions (thickness, strike length and depth down the dip), shapes and slope angles of ore bodies; geotechnical - mining methods, order of production, maintenance conditions of mine openings, conditions and safety of mining operations, terms of preparation and development of a level; technical and economic - ore reserves in a level, value and grade of metal in ore; scope, terms and costs of development and production mining; costs of maintenance of mine workings – transport, drainage, staff transportation and equipment. The business-plan provides for a simple method of digging adits in a level at +740; +710, +680, +650, +620 and +590. Down the dip the level is limited by an airway and an air-out adit and along the strike - by the boundaries of the mine site. Opposite the adits, there are 30m air raises which are also used as an emergency exit. Based on recommendation of IRGIREDMET (2006), gold will be recovered from ores by heap leaching. A heap leaching system includes the following facilities and devices: crushing facility; heap leaching facility with drainage and spraying systems; service and emergency capacities for gold-bearing and barren solutions; pump station; hydrometallurgical department; storehouses; administrative and household facilities, including bar melting department and laboratory; processing facility for cyanide solutions; power and heat supply equipment as well as drinking and technical water supply. After the major preparation work is completed, the cash cost of one ounce produced at the Breccia site is expected to be approximately US$515. Drilling Results 31 Active Gold Holding PLC Investment Proposal 32 Active Gold Holding PLC Investment Proposal Au reserves C2 P1 P2 P3 2’850 kg 2’000 kg 5’000 kg 40’000kg LOCATION OF ORE BODIES AT THE BRECCIA SITE (3D MODELLING) Ore body 1 – red Ore body 2 – violet Ore body 3 – light blue Ore bodies 4,5 and 6 – green, gray and orange correspondingly Surface - gray 33 Active Gold Holding PLC 5.5 Investment Proposal PROSPECT MINES Several hard-rock mines have been offered to Active Gold to expand its operation during Phase 2. a PRAVOBEREZHNY The site is located in the central part of the Kaurchackskaya paleocaldera formed by a volcanogenic sedimentary stratum of the Sadrinskaya suite. Gold mineralization is confined to linear lenticular steeply dipping mineralized zones of metasomatites composed of quartz, albite, chlorite and sericite which were altered by sulfidization. The depth of estimation is 210m; total length of blocks is 3.7 km. Gold resources in the P1 category are 25 tons. The average grade of gold is 3.43 g/t and the average thickness is 4.7 metres. The resources were assayed by the TNIGRI commission (Central Scientific and Research Exploration Institute of Non-ferrous and Precious Metals, Moscow) Minutes No.5 dated 10.06.2008 г. as well as by GornoAltaisknedra. 34 Active Gold Holding PLC b Investment Proposal MAISKO-LEBEDSKY AREA A 50 km2 area located in Turochack region at the upstream of the river Lebed hosts a complex iron copper gold ore mineralization. Besides the iron gold Maisky deposit, promising ironcopper-molybdenum-gold ores of the Andobinskoye deposit are found there. Five ore-bearing zones are defined and estimated in the area - Andobinskaya, Maisko-Lebedskaya, MagalakskoSemenovskaya, Perspectivnaya zones and the zone of Talonsky thrust. In the Andobinskaya zone, the Andobinskoye deposit hosting complex iron-coppermolybdenum gold-bearing ores was estimated. Thickness of ore bodies is as follows: iron (magnetite) ores – 20 to 33m; copper and molybdenum ores – 4.0 to 15.0 (up to 50) m and gold-bearing ores – 2 to 15.0m. Average contents are as follows: 36.6 % of iron, 0.57 % of copper (0.37 to 0.92 %), molybdenum -0.031 % (up to 0.51 %) and gold – 0.6 to 6.2 g/t. Inferred resources of metals in the Andobinskoye area including the Andobinskoye deposit are the following: С2+Р1 categories: gold - 40 tons, iron – 20.5 million tons, copper – 357.4 thousand tons, molybdenum – 18.8 thousand tons; Р2 category: iron – 107.1 million tons, copper – 151.7 thousand tonnes /Platonov, 2004f/. At the flanks of the Maisky gold hard-rock deposit inferred resources of hard-rock gold in the P1 category total 2.5 tons grading 8.82 g/t, copper -350 thousand tons grading 0.5%, iron – 25 million tons grading 36%; thickness of gold-bearing ore bodies is 8.7m and copper-iron ore bodies – 2 to 12m. Resource potention of the Maisko-Lebedsky area is estimated at 50 tons of hard-rock gold, 0.82 ton of crustal gold and 138 million tons of magnetite ores in the P2 category (Minutes No. 0711/0347-pr of the Ministry of Natural Resources dated 12.08.2003). c CHOISKAYA AREA The Choiskaya area is located in the Turochack region of the Altai Republic 5km north-west from Verkh-Byika village. It is confined to the south wing and west closure of the Ainskaya syncline. An unconformable contact of Cambrian terrigenous-carbonate and Ordovician terrigenous strata with slightly eroded intrusives of the Yugalinsky and Kyzyltashsky complexes influences the location of the mineralization. Inferred resources of gold, bismuth and tellurium in the Central part of the area were estimated in the Р2 category /Nikolenko, 2003f/ applying the method of direct calculations based on the results of previous operations at the Choiskoye deposit. The ore zone in the Central part is 2’200 metres along the strike and 300 metres down the dip. Р2 inferred resources in the Central part are as follows: 3.8 million tons of ore, 10.6 tons of gold, 2.8 thousand tons of bismuth and 1 thousand tons of tellurium. 35 Active Gold Holding PLC Investment Proposal Given the value per length in the Central part of the ore zone (10.6 tons : 2.2 kilometre = 4.8 t/km), P3 inferred resources were estimated in the 800m Western part and 1’600m Northern part. P3 Inferred resources hosted by the Choiskaya area total 12 tons. d SYNZAS A placer by the Synzas river - the right tributary of the river Kabyrza - is located in the basin of the river Mrassu, Gornaya Shoria, Kemerovo Oblast. Reserves of placer gold in the С1+ С2 categories are 254 kg at the average grade of 593 mg/m3. Thickness of overburden is 2.6m and thickness of sands is 0.53m. P1 inferred resources at the river Synzas are 1’500kg. e BOLSHAYA RECHKA A placer is located by the Bolshaya Recka river – the left tributary of the river Mrassu, Gornaya Shoria, Kemerovo Oblast. Reserves of placer gold in the С1+ С2 categories are 392 kg at the average grade of 650 mg/m3 and thickness of sands of 0.52m. P1 inferred resources in the basin of the river Bolshaya Rechka are 900 kg. 36 Active Gold Holding PLC Investment Proposal 6 DEVELOPMENT PLAN 6.1 TIME SCHEDULE Deposit Chuika Albas Kaurchack Breccia New alluvial deposit New hard-rock deposit 2011 2012 2013 2014 2015 2016 MINING DRILLING asda PREP. sdf as 43-101 asda da sdf sd f д MINING MINING PREP. asdasdf MINING asasdasdf asdasdf PREP. MINING DRILLING d asda 43-101 asdasdf MINING PREP as sdf a з8 as asdasdf df s ш d d asmine and during 2009-2010 In 2008, Active Gold Holding started its operations with Chuika a df 2011, Kaurchack will be prepared the sites at Albas, Kaurchak and Breccia. As of spring s operational. In parallel, Breccia will be further prepared so that operation can start in 2012. As d start in 2011 with full operation Chuika will be depleted in 2012, preparation work at Albas will f scheduled for 2012. . In order to make the best use of the already purchased heavy equipment, new alluvial concessions will be acquired which allow the start of additional mining operations from 2014 onward. At the moment, it is rather easy to obtain such additional licenses at favorable conditions. In the course of Phase 1, a concession for a second hard rock mine will be acquired. It is intended to start the operation of such a mine in 2014. 37 Active Gold Holding PLC 6.2. Investment Proposal INVESTMENT DETAILS The following equipment has been already acquired or is planned to be purchased. a ALREADY PURCHASED Equipment and hardware as of 01.01.2011 Items 1 Office equipment Equipment for land surveying GPS TRIMBLE Communication and video equipment Dwelling trailers Dwelling trailers for staff ( with heating system) - 8 trailers per 8 persons each Office dwelling trailer ( сwith heating system) for management 2 dwelling trailers (with undercarriage) Dwelling trailer ( with heating system) for engineers and technicians Car wash facility Gas filling station Banya/sauna Kitchen-canteen (tent-wooden) Gold room House-office-canteen 5 storehouses for inventories Hangar for hardware storage 3 4 tanks for fuel and lubricants,10 m Bulldozers Tractor with bulldozing devices B 10 MB 0121-2V4 Tractor with bulldozing and ripper devices B10M.0111-EN Bulldozer B10M.0111-1E Bulldozer Т-130 Bulldozer CAT D9R (serial number WDM01162) Bulldozer CAT D6R Trucks 2 dump trucks Ural 55571 2 cargo high-sided trucks KIA FRONTIER Automobile URAL-4320, high-sided Cars Land Cruiser 150 Prado 3.0 Toyota Avensis Mitsubishi Pajero Special Hardware and Facilities Autocrane MKT-25.5 t, chassis URAL 4320 Excavator HITACHI ZX330L-3 HCM1V700L0003288 Fuel-servicing truck - 11,5 t, chassis URAL 4320-1912-40 Tanker trailer8602 Automobile GAS66 Automobile UAZ-396254 2 automobiles UAZ-390944 Automobile Kamaz 740u31-240 2300741 Gold-mining complex Amount, rub 2 1‘ 185’964,00 1’750’000,00 2’191’529,98 5’734’484,99 1’200’000,00 200’000,00 878’500,00 150’000,00 65’984,99 300’000,00 480’000,00 200’000,00 700’000,00 730’000,00 600’000,00 160’000,00 70’000,00 48’400’904.38 2'907’070,00 2'938’000,00 3’350’359,50 300’000,00 15'962’825.92 22’942’649.96 4 ‘405’000.00 3’190’000,00 865’000,00 350’000,00 5’476’627.00 2’526’627.00 950’000.00 2 000 000,00 14’833’200.00 5’250’000,00 5’725’600,00 1’830’000,12 169’000.00 150’000,00 305’300.00 810’300.00 728’000,00 31’494’872.92 38 Active Gold Holding PLC Investment Proposal Items 1 Hoist 3 LS 55 Gold-washing plant OZK-70M "Zolotoy Poloz" Hydro-gold-washing facility PPG-30 Washing complex КОS-1 Portable processing equipment POY-4-3m Shaking table SKO-1 Sand pump Concentrator KCP-1000, stainless steel 2 concentrators KCP -1000 3 concentrators KCP-6 Laboratory POY-1 2 Ainlay bowls 8 magnetic starters Gold washing facility GGM 3 Pump station 8NDV Drill rig UBR-2M UPI-120-2 (set) (furnace) Double-roll crusher DVG 200х125 Jaw crusher ShD10 Rail saw K960 (for channel samples) Stone-cutting machine Volga-130 Other machines and equipment 3 pump stations Pump with counter Generator AIRMAN SDG 400S Generator AIRMAN SDG 100S Diesel generator Diesel generator 30 (DES) Generator United Power DG 3600 E Electric motor 110kWх1500 revolution per minute Aggregate 1D800/56B with electric motor Separator SWK 2000/40 М Hammer HМ 1801/Makita Hammer drillHR 5211 c/Makita Heat gun Sial 28 kW 2 chain saws ECHO CS-680 Total machines and equipment in rouble Total machines and equipment in dollar Dollar rate Amount, rub 2 450’000,00 12'411’338.00 1’000’000,00 2’600’000,00 757’000,00 355’000,00 45’000,00 1’140’000,00 1’ 083’000,00 1’893’000,00 997’500,00 180’000,00 148’000,00 3’827’663.32 1’449’957,00 2’500’000.00 89’680.00 294’019.90 151’217.70 59’697.00 62’800.00 3’691’203,57 550’000,00 39’000,00 2’010’800,00 589’500,00 41’939,56 30’000,00 25’011,00 42’151,41 157’848,60 35’000,00 64’606,00 34’018,00 19’499,00 51’830, 00 120'613’743.84 4’020’458.128 30 39 Active Gold Holding PLC b Investment Proposal EQUIPMENT TO BE PURCHASED Equipment for the alluvial mines No. 1 I Item 2 Washing and processing facility Hydromechanical screen GGM-3 Pump station Num ber Price, $/unit 3 4 Amount, $ 2 2 120’000.00 24’000.00 5 288’000.00 240’000.00 48’000.00 1 2 4 1 1 40’246.9 376’000 500’000 418’000 820’000 4’030’246.88 40’246.88 752’000.00 2’000’000.00 418’000.00 820’000 1 1 1 1 90’000 8’750 3’593.75 5’537.19 107’880.94 90’000.00 8’750.00 3’593.75 5’537.19 12 5’312.5 105’625.00 63’750.00 2 2 1 1 3’125 2’656.25 13’125 17’187.5 6’250.00 5’312.50 13’125.00 17’187.50 II 1 2 3 4 5 Mining hardware Scraper ramp with scraper hoist 3LS55S Excavator САТ 336 DL ME, Caterpillar Dump truck САТ СAT-D6R Caterpillar СAT-D9 Caterpillar III 1 2 3 4 Power supply equipment Diesel generator station (DGS) Distribution substation Reserve while washing DGS - Honda 5 kW ADD-4004П+VG diesel welding set IV 1 2 3 4 5 Auxiliary equipment Modular portable camp for 40 people Portable storehouse for fuel and lubricants (capacity - 50 3 m) Storehouse for inventory, 40t container UAZ 452 Servicing vehicle for wheeled and tracked machinery V Computers and digital equipment, communications 26’390.63 VI Life necessities 26’906.25 VII Exploration and laboratory equipment 38’281.25 Total Contingency reserve Total with VAT Transport expenses TOTAL 4% 5% 4’623’330.95 184’933.24 4’808’264.19 240’413.21 5’048’677.40 40 Active Gold Holding PLC Investment Proposal Equipment for the hard-rock deposit No. Hardware and equipment Number Price, $/unit 1 I 1 2 3 4 2 3 4 5 6 7 8 9 10 11 12 II 1 2 3 4 5 III 1 2 3 4 IV 1 2 3 3 4 5 6 7 8 VI 1 1.1. 1.2. 1.3. 1.4. 1.0. 1.0. 1.0. 2 3 Mining hardware Mobile drilling rig, Boomer 104 Hydraulic mobile drilling rig Simba 1254 with hydroperforator SOR 1838 ME Load haul dump truck Scooptram ST3,5 Fan, VME-6 Main fan system Portable electrical air compressor «Airman»-SDV Shotcrete equipment CB-67B2 (for shafts) Roof supporting facility «Secoma»-060 Lightning deviceAOSh-4 Batch charging device ZP-12 Grinding machine for drill bits Wireless communications system Total Ore preparation equipment Jaw crusher SMD110A Jaw crusher SMD109A Cone crusher KMD1200T Haulage conveyor, 600m Stacker Total Power supply equipment Diesel generator station CAT 3508B TA Diesel generator station CAT GEP380 Distribution substation ADD-4004P+VG diesel welding set Total Auxiliary equipment Modular camp 3 Fuel storehouse, 50 m capacity Storehouse for explosives Storehouse for inventory, 40t container UAZ452 Bulldozer CAT D6R Portable double-detector gas analyzer KOLION-1V-04 Portable station for air control, ALMAZ Mine rescue equipment Total Office furniture and equipment, communications Computers Geological department Land surveying department Production department Accounting department Scanner Plotter Printer Desk Chair Amount, $ 5 1 705’566.00 705’566.00 1 2 9 1 1 1 1 1 1 1 1 995’372.00 631’056.00 7'042.00 211’268.00 15’845.00 21’127.00 32’211.00 2’641.00 8’803.00 56’338.00 31’690.00 995’372.00 1’262’112.00 63’378.00 211’268.00 15’845.00 21’127.00 32’211.00 2’641.00 8’803.00 56’338.00 31’690.00 3’409’351.00 1 1 1 1 1 176’056.00 123’239.00 352’113.00 528’169.00 528’169.00 176’056.00 123’239.00 352’113.00 528’169.00 528’169.00 1’707’746 2 1 4 1 198’900.00 113’101.00 12’676.00 7'852.00 397’800.00 113’101.00 12’676.00 7'852.00 531’429.00 80 1 6 2 1 1 1 1 1 1'585.00 3’521.00 4’049.00 4’049.00 14’789.00 415’250.00 2’289.00 5’000.00 98’592.00 126’800.00 3’521.00 24’294.00 8’098.00 14’789.00 415’250.00 2’289.00 5’000.00 98’592.00 698’633.00 1 1 1 1 1 1 1 12 36 1’831.00 1’831.00 1’831.00 1’831.00 229.00 2’958.00 1’708.00 106.00 18.00 1’831.00 1’831.00 1’831.00 1’831.00 229.00 2’958.00 1’708.00 1’272.00 648.00 41 Active Gold Holding PLC No. 1 4 5 6 7 Investment Proposal Hardware and equipment VII 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 2 Bookcase Set for shaft and surface communications Surface station of satellite communications LinkStar DVG-2004S Land surveying equipment Total Miscellaneous Fridge Freezer Kitchen stove with four burners Oven Washing machine (20 kg of linen) Dishes and cookware Kitchen table Dining table Chair Wardrobe Beds Special clothes Night stand Bed set (blanket and pillow) Bed linen VIII Hydrometallurgical department Price, $/unit Amount, $ 3 15 1 1 1 4 352.00 32’062.00 13’556.00 52’817.00 5 5’280.00 32’062.00 13’556.00 52’817.00 117’854.00 2 1 1 1 1 80 3 5 20 40 80 80 80 87 160 775.00 4’366.00 1’972.00 880.00 7’923.00 113.00 141.00 106.00 18.00 141.00 70.00 528.00 35.00 183.00 16.00 1’550.00 4’366.00 1’972.00 880.00 7’923.00 9’040.00 423.00 530.00 360.00 5’640.00 5’600.00 42’240.00 2’800.00 15’921.00 2’560.00 Number 5’200’000.00 Total Contingency reserve Transport expenses Total with contingency reserve and transport expenses + VAT 11’766’818.00 470’673.00 588’341.00 12’825’832.00 4% 5% Equipment for logging department I Processing equipment 1 Corner rotary disc sawmill PDPU-550 II Power supply equipment 1 III 1 Diesel electric station, 30 kW Auxiliary equipment Modular camp Total Contingency reserve Transport expenses Total with contingency reserve and transport expenses + VAT 4’770,00 1 4’770,00 4’770,00 16’500,00 1 16’500,00 1 700,00 4% 5% 16’500,00 700,00 700,00 21’970,00 878,80 1’142,44 23’991,24 42 Active Gold Holding PLC Investment Proposal PRODUCTION, LOGISTICS AND LOCAL 7 INTEGRATION 7.1 PRODUCTION a ALLUVIAL MINES Currently, the Chuika and Middle Kainach deposits are developed using a surface mining method. Firstly, overburden is removed by earthmoving machinery. Sands are washed and processed in a portable gold washing plant GGM-3. OZK-70 processing equipment will be used at the Albas and Kaurchack mines. It has excellent characteristics as to recovery of fine gold. It disintegrates sands with high content of clay easily. It is ideal for defining sand and gold characteristics at the beginning of a production process. Technological scheme of the GGM-3 gold washing plant 1 3 2 5 4 1 – Water spray 2 – Plate conveyor 3 – Hydraulic screen 4 – Sluice 5 – Oil station Technical Characteristics of GGM-3 facility 3 1. 2. Washing productivity, mid-washable sands (m /h) Sieving dimensions of the screen (mm) 3. 4. 5. 6. Maximal boulder size under irrigator (mm) 3 Necessary water consumption (m /h) Necessary water pressure of irrigator (mmAq) Engine of the oil station: - type - capacity (kW) - revolutions per minute Screen size: 7. 70 50x3000 40x3000 30x3000 1200 500-700 20 4А180М4 30 1500 43 Active Gold Holding PLC 8. 9. 10. Investment Proposal - length (m) - width with a switch (m) - height with the installed irrigator (m) Sluice dimensions (m) - length - width Oil-station dimensions - length (mm) - width (mm) - height (mm) Total weight (t) 6,5 3,55 3,0 6,0 1,6 2240 940 1380 21 Gold washing facility GGM-3, Chuika mine The order of mining operations assumes simultaneous production of no less than two blocks, which are at the different production stages. These stages make the single technological complex of works (STCW), which moves up along the river valley, consistently producing gold reserves of the overlying blocks and making reclamation of the already worked territory of the underlying ones, see picture below. The order of mining operations: – laying out a geological block contour; – drainage of a polygon; the pump station is placed at the lowest point of the block on the drain sump board (10х10х6.0=120 m3), then starting from the sump, trenching is carried out: width – 2m, depth – 4 m, length - along the block perimeter; pumped out water is discharged to the channel divert; – an entry trench is developed: depth - 3,5 m, length – block length, along the perimeter of the block – 30-90 m, width of the trench is 15 m; – an overburden wall is formed by an excavator from the beginning of a ramp to the opposite side of the block; space for transport is provided – turnarounds and waiting areas; – the first auto dump is formed of top soils at the last geological block not far away from the river head; – the first dump is located at the open-pit (polygon) sides; 44 Active Gold Holding PLC Investment Proposal – waste rocks of the following blocks are placed on the worked out areas; – extraction of sands is carried out with the help of an overburden excavator. Excavating provides advanced stripping and extraction of sands along the bench. Production at the Albas placer mines is shown as an example. Scheme of the Albas placer mine production b HARD ROCK DEPOSIT The project provides for application of heap leaching. The process consists of three stages: firstly, blocked-out ore is stockpiled; secondly, the pile is irrigated by the sodium cyanide solution, dissolving gold and silver and; finally, gold and silver are recovered from this solution in the hydrometallurgical department. Laying of protective film Preparation of a pile 45 Active Gold Holding PLC Investment Proposal Hydrometallurgical department As an alternative to the technology mentioned above, Active Gold is currently evaluating the most modern methods to eliminate any adverse environmental effects of the leaching process (developed in Finland). The technology with the most promising features is called “Bioheapleaching” and is a process, whereby metals are leached from ore as a result of bacterial action. 7.2 LOGISTICS a) Work process Since production has been commenced at the Chuika mine a 15 in 15 shift scheme will be applied. This means that an employee works 15 days and then has a rest for 15 days. Active Gold produces 24-hours a day – 2 shifts, each lasting 12 hours per day. Depending on the performed activities, the number of employees at the mine varies from 23 to 33. Two person usually perform works at one position. b) Energy The producer of qualitative fuel in the Western Siberia region is the Omsk Oil-refining Plant. The official dealer of the plant is the Sibneft Group. Active Gold has concluded a contract with the dealer for fuel supply. The purchase period depends on the volume of production. In spring and autumn, when there are no washing operations, fuel consumption is less than one petrol tanker per week, equal to approximately 10’000 liters. In summer, consumption requires about 3 petrol tankers per week. 46 Active Gold Holding PLC Investment Proposal For custody of fuel and lubricants in Tashtagol, Active Gold has 2 cisterns of 60 m 3 each, and has 2 tanks of 25 l3 at the Chuika mine. Fuel and lubricants is delivered to the Chuika mine from Tashtagol (180 km) by an URAL-4320 fuel tanker truck. Fuel consumption for each equipment item is controlled on a permanent basis. As the mines are located too far from industrial and power-supply centers, the company has to use electric power generated by diesel stations. The costs of electric power connections are high. Electricity production by diesel stations directly at the mines guarantees the power supply necessary for the production process. Comparative analysis of the full cost of electric power shows a significant economic and technical advantage of electricity generated by diesel stations at site. c) Spare parts The nomenclature of our repair parts and consumables includes approximately 1,000 items; the average total price of the remaining material and repair parts in the warehouse totals approximately 1 million ruble. Spare parts for import equipment are delivered by our suppliers, which are certificated by the producers. Spare parts for the Russian equipment are delivered by local suppliers from Barnaul, Gorno-Altaisk and Nobokuznetsk. All suppliers have their own equipped storage bases. The storehouses of Active Gold are located in Tashtagol and at the Chuika mine itself. d) Transportation of Gold Two times per day, our gold production is collected from special facilities in the processing equipment. The gold is stored in the safe of the “Gold Room”, a high security room in the camp. Once a sufficient amount of gold is accumulated (between 10 and 20 kg, depending on production and financial necessity), a parcel of gold is prepared for sending to the refining plant in Novosibirsk. The gold is transported by cash-in-transit armoured vehicles. It takes 2-3 days to deliver the parcel to the Novosibirsk Refining Plant from the moment a special vehicle order for transportation has been placed. At the refining plant, gold is melted into standard or small bars of chemically pure gold. The weight of standard bullions varies from 11 to 13.3 kg. The period of processing at the refining plant is 3-5 days. After its processing, the gold is sold in accordance with the contracts in place, which are preliminary registered in GORHAN (Government Institution for Formation of the State Fund of Precious Metals and Stones) of Russia. At the moment, Active Gold has already concluded contracts of gold delivery with the following counterparts: 1. Sberbank According to the contract with the Sberbank, two ways of settlements are available: – Preliminary settlement – right after acceptance of gold by the refining plant - the Bank pays in advance 70% of the total sum for the gold delivery. These 70% are given as a credit with 18% annual interest. The remaining sum is paid after delivery of gold to the Depository of the Sberbank head office in Moscow. – Final settlement – all sums for gold are paid when gold is delivered to the Depository of the Sberbank head office in Moscow. Metal is transported from Novosibirsk by 47 Active Gold Holding PLC Investment Proposal Sberbank within 2-3 days from the date of the bullions’ readiness, confirmed by the refining plant. 2. Bank Frey & Co AG, Switzerland Refined gold is delivered in standard and small bars as well as in nuggets not subject to refining according to the contract. In this case, Active Gold delivers the product, which is cleared for export to the customs of Zurich airport, Switzerland. Bank Frey & Co AG shall make a payment for the sold metal within five (5) working days after the product has been exported from the custom territory of the Russian Federation via bank transfer to the settlement account of Active Gold. Active Gold has already obtained the license for export of gold in the form of either nuggets not subject to refining or refined gold in standard and small bars. The contract with Bank Frey & Co AG is in place. 7.3 CONCESSIONS Current Concessions: Licence R. Chujka (OOO Aurum), Serie GOA Nr. 00284, BR, 21.09.2006 in register Nr. 282, valid until 1.8.2011 Licence R. Albas (OOO Altyn Cur), Serie GOA Nr. 00226, BR, 1.5.07 in register Nr. 225, valid until 1.5.2014 Licence R.M. Kaurchak (OOO Altyn Cur), Serie GOA Nr. 00227, BR, 20.9.2004 in register Nr. 226, valid until 15.03.2014 Licence Breccia, BREKCAIJA (OOO Altaj Korona), Serie GOA Nr. 00258, BR, 2.11.2005 in register 256, valid until 1.12.2014 All 4 Concessions are extendable. 48 Active Gold Holding PLC Investment Proposal License for Export of Gold Nuggets, Active Gold Holding Plc, 9th December 2009 License for Export of Gold Bars, Active Gold Holding Plc, 9th December 2009 49 Active Gold Holding PLC Investment Proposal 7.4 GOVERNMENTAL SUPPORT AND LOCAL INTEGRATION a National Agency A.Y. Nikiforov, CEO of the Federal Subsoil Resources Management Agency, expressed a strong interest that Active Gold expands its activities and acquires additional licenses. Active Gold does not only bring needed tax income to the Republic of Altai, but it also helps to create new jobs and to improve the infrastructure of the region. b Social Responsibilities Active Gold is actively working towards the goal of effectively utilizing its presence as a force for sustainable social stability, well-being and growth in the region. The terms stated by the local government in the Company’s license agreements specify a number of activities related to this goal and the Company has even expanded these activities further along the lines of contemporary Corporate Social Responsibility. Since the beginning of 2008, Active Gold has assisted in the construction or renovation of local official buildings such as several local schools and hospitals. The Company has also been instrumental in strengthening and upgrading the bridge over the Chuika river and its access roads, for instance by installing standpipes and distributing new road filling materials. Active Gold is a substantial supplier of labor opportunities for the local workforce and the Company’s taxes make up a significant portion of the annual budget for the local and regional administrations. Besides the obvious positive implications for the Company’s brand and reputation, this work also makes the Company a very valued member in the local community, thus it has never experienced any undue political pressure or other delays, nor any disruptions of deliveries and supplies. 7.5 ENVIRONMENT Gold mining does put some temporary stress on the local environment, but Active Gold is fully committed to make this impact as small and short-lived as possible. Detailed nature conservation regulations for working with cyanides are provided by the federal legislation. Here, the main obligation for the company is to make sure that any transfer of cyanides from the production area into the water and air is eliminated. Active Gold works with completely closed cycles to avoid any pollution. Thus, Active Gold is in full compliance with all relevant parts of the Russian Federal legislation. Any lands that are damaged as a result of the mining activities are first partially reclaimed and then transferred, in the case of Active Gold, to the State Forestry Fund, which performs further environmental reconstruction efforts. 50 Active Gold Holding PLC Investment Proposal The Federal Zapsiblesproekt Research Institute is responsible for Active Gold’s own land reclamation projects which include a wide range of technical and partially also biological reclamation efforts. As the environmental regulations of the EU in some cases are stricter in this regard than the ones of the Russian Federation, Active Gold strives to comply also with the EU regulations. 8 SALES Currently, and as described in 7.2.d), our gold (and silver) has been transported from the site to a melting company in Novosibirsk. After a cleaning and melting process, which takes some 2-3 days, it is sold to Sberbank at the London spot prize. The Company has already obtained the licenses for export of gold in the form of bars and nuggets. The contract with the Swiss bank, Bank Frey & Co AG has been executed. According to the contract, the cost of delivering gold will be defined on the basis of London gold fixing in USD/ounce as at the date of product shipment. 51 Active Gold Holding PLC 9 COMPANY 9.1 STRUCTURE Investment Proposal Active Gold Holding PLC (Holding) St. Petersburg Altyn Kour Ltd. Altai Republic Altai Crown Ltd. Altai Republic Expert Centre Ltd. Altai Republic Barnaul Transport Service Ltd. Kemerov Region Tashtagol Artel of Gold Miners Altyn Kour Ltd., Altai Crown Ltd. and Aurum RA Ltd.: Exploration and Mining for precious metals. Transport Services Ltd.: Title to all hardware, providing all transport and logistics Aurum RA Ltd. Altai Republic 9.2 Expert Centre Ltd.: Centralized administration for the mining companies. The company performs the management functions, prepares reports and data information for the decisions making. ORGANIZATION Shareholders Board of Directors General Director Head Finance Head Legal Head HR Chief Geologist Head of Security Production Director Head of Sites Chief Engineer of Ore Dressing Logistics Director Mining Engineer Supply Settlement Support Department General Departm ent 52 Active Gold Holding PLC 9.3 Investment Proposal BOARD OF DIRECTORS Dr. Beat Weber Chairman Born in 1950. Higher education: Master in Economics from the University of St. Gallen and a PhD in Economics from the University of Vienna. Entrepreneur and founder of various enterprises with over 15 years of business experience in Russia. Active partner of a fish processing plant and of the first quality vineyard in Russia. International consulting, management and marketing mandates in Zurich, Switzerland. Entrepreneurial and consulting experience in South America. Vladimir Petrovich Zhukov Member Born in 1946. Higher education: Degree in Physics and Mathematics at the Leningrad Higher Military Command College in 1967. President of LISUISSE AG, INNOVADATA AG, a licensed gold bullion company based in Switzerland, since 2001. Former President of Artel Altyn Cur Ltd. and the Altai Crown gold mining companies. President of Aurum Ltd. in 2006. Current position: Acting CEO of Active Gold Holding PLC. Alexander Semyonovich Belyakov Member Born in 1945. Higher education: Graduated from the Petrozavodsk Railroad Technical College in 1963, and in 1979 from the Leningrad Agricultural Institute with a degree in Mechanical Engineering. Elected as Chief of Administration for the Leningradsky Region in 1991. Official Secretary to the Deputy Minister of Agriculture and Food of the Russian Federation until 1997. Deputy of the State Duma of the Federal Assembly of the Russian Federation and Chairman of the Committee for the Management of Natural Resources until 2008. Current position: Deputy Chairman of the Board of Rosselkhozbank. 53 Active Gold Holding PLC Investment Proposal Yarugin Victor Olegovich Assistant General Director Born in 1956. Higher education: Saint-Petersburg Shipbuilding Institute, Faculty of Power Machine Building in 1982. Power Engineer and Workmaster of the Innovation Fund of Development until 1995. Chief Manager of PTK-Lestransit Ltd. until 2002. Technical Director of Regional Financial Company – Saint-Petersburg ZAO until 2008. Current position: Assistant General Director of Active Gold Holding PLC. Dorovoskih Elena Vladimirovna Vice-President for Legal Matters Born in 1976. Higher education: Faculty of Jurisprudence, Tomsky State University, Legal Officer. Vice-President of Artel Altuna Kour Ltd.until 2007. Current position: Vice-President of the Expert-Centre Ltd. 9.4 MANAGEMENT TEAM GENERAL MANAGEMENT Vladimir Petrovich Zhukov CEO Born in 1946. Higher education: Degree in Physics and Mathematics at the Leningrad Higher Military Command College in 1967. President of LISUISSE AG, INNOVADATA AG, a licensed gold bullion company based in Switzerland, since 2001. Former President of Artel Altyn Cur Ltd. and the Altai Crown gold mining companies. President of Aurum Ltd. in 2006. Curent position: Acting CEO of Active Gold Holding PLC. Irina Victorovna Popovkina CFO (Financial Director) Born in 1978. Higher education: Degree in Economy from the Altai State University in 2002 with a specialty in anti-recessionary management. Career: Financial officer position until 2005 and thereafter Financial Director of the Joint Stock Company “Barnaul bread-baking complex № 1”. 54 Active Gold Holding PLC 9.5 Investment Proposal GEOLOGICAL AND TECHNICHAL EXPERTS - SITE MANAGEMENT The heads of the mining team combine more than 100 years of experiences in the gold mining industry. Nikolai Petrovich Bedarev Chief Geologist Born in 1951. Higher education: Tomsk Polytechnic Institute, in 1981, with a specialty in Geological Surveys, Exploration and Prospecting of Mineral Deposits. In the mining industry since 1977. Current position: Chief Geologist, head of the group and Chief Geologist of the Holding. Andrei Germanovich Sandykov Senior Geologist Born in 1959. Higher education: Tomsk Polytechnic Institute, in 1985, with a specialty in Geological Surveys, Exploration and Prospecting of Mineral Deposits. In the mining industry since 1985. Current position: Senior Geologist, Altai Crown Gold Mining Company Ltd. Vladimir Fyodorovich Kuznetsov Chief Operating Officer Born in 1954. Higher education: Tomsk Polytechnic Institute, in 1976, with a specialty in Geological Surveys, Exploration and Prospecting of Mineral Deposits. In the mining industry since 1976. Current position: Chief Operating Officer of the Holding. Maxim Victorovich Shtirtz Department Head Born in 1972. Higher education: Krasnoyarsk State Academy of Nonferrious Metals and Gold, 2003, Tashtagol ore mine branch of EVRAZRUDA. In the mining industry since 1994. Current position: Department Head, Expert Centre Ltd. 55 Active Gold Holding PLC Investment Proposal Ildar Gayazutdinovich Fakhrutdinov Site Head Born in 1963. Higher education: Faculty of Geology, Kazan State University, with a specialty in Engineering Geodesy. In the mining industry since 1984. Current position: Site Head, Expert-Centre Ltd. Nikolai Vasilevich Lyoshin Chief Mechanic Born in 1963. Higher education: Tomsk Polytechnic Institute, 1989, with a specialty in Automotion and Robotics applied In Engineering. In the mining industry since 1989. Current position: Chief Mechanic, Expert Centre Ltd. Mikhail Georgievich Myasnikov Chief Power Engineer Born in 1966. Higher education: Siberian State Institute, Engineer with a specialty in Electric Drives and Automatic Machinery of Industrial Facilities and Technological Complexes. Current position: Chief Power Engineer, Expert-Centre Ltd. 56 Active Gold Holding PLC 9.6 Investment Proposal SHAREHOLDERS Agrofirma "New Agricultural Agrofirma 'New Agricultural Technologies" (RUS) Technologies' Ltd Ltd (RUS) 2.8256% 8.0000% Vladimir Zhukov (RUS) Vladimir Zhukov (RUS) 15.7889% 4.3858% Beat (CH) (CH) Dr. Weber Beat Weber Ekaterina Shevchenko (RUS) Ekaterina Shevchenko (RUS) 22.0544% Markus Frey (CH) Dr. Markus A. Frey (CH) 31.7802% Kurt Suter (CH) Kurt Suter (CH) 0.0038% 15.1613% German de la Cruz Cabeza de German de la Cruz Cabeza de Vaca Vaca y Leighton Leighton (ES) Dr.Baumgartner Rico Baumgartner Rico (CH) The current shareholders combine a significant amount of know-how and experience. One of the Russian partners is an engineer with the know-how and management skills in gold mining. The other Russian partner brings the political network to the table. The first Swiss investor has over 15 years of business experience in Russia which goes back to the times of the iron curtain. He successfully manages a fish farm and a vineyard in Russia. He is fluent in Russian. The second Swiss investor is not only owner and Chairman of a Swiss Private Bank but also brings a very broad network in the financial services industry and extensive Private Equity experience to the table. Shareholders, who joined the Company in 2009, brought additional advantages to the team. The investor from Spain is an entrepreneur and Private Equity Investor with a wide experience of doing business in Europe. The Swiss investor is a technical engineer and top-ranked specialist in this field. 57 Active Gold Holding PLC Investment Proposal 10 FINANCIAL PROJECTIONS 10.1 Revenues The Company expects to produce 200 kg of gold in 2011 corresponding to a turnover of US$ 8.0m. When the key Breccia hard-rock mine will enter production, gold production will gradually increase to 1.41 ton. With the silver mining side-product, the turn-over of Active Gold is forecasted to reach US$ 69m by 2014. Amounts in USD thousands unless mentioned otherwise Production forecasts Gold (kg) per mine Total resource estimate 2011 2012 2013 2014 2015 2016 2017 Chuika / Kainach 196 150 46 - - - - - Albas 307 - 130 177 - - - - Kaurchak 160 50 55 55 - - - - 42'220 - - 630 910 910 910 910 Breccia Extension alluvial mining 6'000 Total gold production (in kg) in troy ounces Expected gold price per kg - - - 500 500 500 500 200 231 862 1'410 1'410 1'410 1'410 6'430 7'427 27'714 45'333 45'333 45'333 45'333 46.6 46.6 46.6 46.6 46.6 46.6 46.6 per troy ounce 1'450 1'450 1'450 1'450 1'450 1'450 1'450 Revenue gold (USD '000) 9'324 10'769 40'186 65'733 65'733 65'733 65'733 Total resource estimate 2011 2012 2013 2014 2015 2016 2017 Chuika / Kainach - - - - - - - - Albas - - - - - - - - - - - - - - - - 316'794 - - 1'947 2'812 2'812 2'812 2'812 - - 1'947 2'812 2'812 2'812 2'812 Expected silver price per kg 1.30 1.30 1.30 1.30 1.30 1.30 1.30 Revenue silver (USD '000) - - 2'531 3'655 3'655 3'655 3'655 9'324 10'769 42'716 69'388 69'388 69'388 69'388 Silver (kg) per mine Kaurchak Breccia Total silver production (in kg) Total revenues 58 Active Gold Holding PLC 10.2 Investment Proposal Cost The Company has a favorable production cost that will gradually decrease over time due to economies of scale, notably with the development of the Breccia mine. The 2010 fully loaded cost per ounce is relatively high as the cost structure is being ramped up for the development of all 4 mining concessions. Over time, the company plans to produce under US$515 per ounce, which is a reflection of the quality of the deposits and the advantageous cost of mining in Russia. Amounts in USD thousands unless mentioned otherwise Cost structure (before financing) 2011 2012 2013 2014 2015 2016 2017 2018 Salaries (Mining) 142 194 87 68 68 68 68 68 Maintenance: Spare parts and oil 140 130 43 131 131 131 131 131 Energy 197 197 66 81 80 80 80 80 27 39 120 101 101 101 101 101 Cash costs Mining supplies & services Environmental restitution - - 8 6 6 6 6 6 122 114 63 39 39 39 39 39 Management fee 47 40 11 7 7 7 7 7 Miscellaneous 11 11 7 9 9 9 9 9 Non-income taxes 13 (167) 58 76 74 73 62 70 87 87 92 92 92 92 92 92 (155) (371) (88) (57) (57) (57) (67) (57) Uniform social tax 56 76 34 27 27 27 27 27 Personnel tax 21 25 11 9 9 9 9 9 4 16 9 5 4 2 1 (0) Total cash cost per ounce produced* 699 559 461 518 516 514 503 512 Depreciation 160 400 143 88 89 90 97 82 Total cost per ounce produced* 859 960 604 606 605 604 600 594 6'430 7'427 27'714 45'333 45'333 45'333 45'333 Administration / office Mining tax VAT Property tax Ounces produced Ounces produced * before financing and income taxes Note: the negative tax figures represent VAT refunds 59 Active Gold Holding PLC 10.3 Investment Proposal Profit and Loss A revenue threshold of US$ 69m will yield substantial net returns, largely due to economies of scale and reasonable taxation levels. Amounts in USD thousands unless mentioned otherwise Profit & Loss 2011 2012 2013 2014 2015 2016 2017 Total revenues 9'324 10'769 42'716 69'388 69'388 69'388 69'388 Salaries (Mining) 916 1'443 2'406 3'100 3'100 3'100 3'100 Maintenance: Spare parts and oil 898 964 1'185 5'950 5'950 5'950 5'950 1'269 1'466 1'819 3'666 3'641 3'641 3'641 176 292 3'315 4'580 4'580 4'580 4'580 - - 208 261 261 261 261 Administration / office 786 849 1'733 1'750 1'750 1'750 1'750 Management fee 300 300 300 300 300 300 300 Cash costs Energy Mining supplies & services Environmental restitution Miscellaneous 70 Non-income taxes 81 Mining tax VAT 559 (999) 82 (1'241) 646 (2'756) 190 426 425 425 425 1'616 3'434 3'375 3'311 2'789 2'563 4'163 4'163 4'163 4'163 (2'443) (2'581) (2'577) (2'577) (3'035) Uniform social tax 358 564 940 1'211 1'211 1'211 1'211 Personnel tax 137 188 313 403 403 403 403 Property tax 26 118 243 238 175 111 46 Transaction fees 600 - - - - - - Total cash costs 5'097 4'155 12'771 23'467 23'383 23'319 22'797 EBITDA 4'227 6'614 29'945 45'921 46'006 46'069 46'592 Depreciation 1'029 2'972 3'976 4'011 4'047 4'083 4'418 EBIT 3'197 3'642 25'970 41'910 41'959 41'987 42'173 Interest expense (income) 2'446 1'852 929 385 275 110 EBT 752 1'790 25'041 41'525 41'684 41'877 - Tax 150 358 5'008 8'305 8'337 8'375 8'435 Net income 602 1'432 20'033 33'220 33'347 33'501 33'738 42'173 60 Active Gold Holding PLC 10.4 Investment Proposal Balance Sheet (Pro Forma March 31st 2011) Amounts in USD thousands unless mentioned otherwise Assets USD '000 Current assets Cash and equivalents Inventory Receivables Prepaid expenses and advances to suppliers Other current assets Total current assets Liabilities and Equity USD '000 Current liabilities 351 3'191 46 2'006 27 Financial debt Accounts payable Tax provisions Other liabilities Total current liabilities 7'576 56 200 356 8'188 5'622 Non-current assets Equity Property & equipment Concessions 2'261 80'280 Additional issue Retained earnings 80'285 -310 Total non-current assets 82'541 Total equity 79'975 Total assets 88'163 Total liabilities and equity 88'163 Note: exchange rate used 1 USD = 28.4 RUB The pro forma balance sheet of the Active Gold Holding PLC comprises essentially the value of the gold concessions. The book value of the concessions is subject to audit by a specialized audit firm mandated by the Russian government. We have used the pro forma equity per March 31st 2011 as the benchmark for the pre-money valuation of the firm. 61 Active Gold Holding PLC 10.5 Investment Proposal Free Cash Flow The Company is forecasted to become rapidly cash-generative after the main development expenditure has been spent in 2011 and 2012. An annual free cash-flow after financing of more than US$ 35m is expected as of 2014. Amounts in USD thousands unless mentioned otherwise Cash-flow 2011 2012 2013 2014 2015 2016 2017 Operating cash-flow Net income + Depreciation - Capex + Changes in Net Working Capital Operating cash-flow 602 1'432 20'033 33'220 33'347 33'501 33'738 1'029 2'972 3'976 4'011 4'047 4'083 4'418 -3'048 -14'113 -7'473 -250 -250 -250 -3'250 829 129 2'765 5'165 15 15 -7 -588 -9'580 19'300 42'146 37'159 37'349 34'900 Financing cash-flow + / - Equity funding - - - - - - 177 -4'823 -5'823 -1'000 -1'000 -2'000 - Total financing cash-flow 16'357 -4'823 -5'823 -1'000 -1'000 -2'000 - Free cash-flow 15'769 -14'404 13'477 41'146 36'159 35'349 34'900 + / - Debt funding 16'180 62 Active Gold Holding PLC 10.6 Investment Proposal Sources & Uses Of Capital The Company aims to raise US$ 16.2m to fund the full development of its concession portfolio, comprising 16.5m in production equipment and 3m of additional drilling. Furthermore, 1.0m are required to fund peak working capital requirements and the costs related to the fundraising. Development of concession portfolio in 2011/2012 Amounts in USD thousands unless mentioned otherwise Sources Equipment vendor financing Capital increase Uses 5'000 16'180 Investment in plant and equipment Additional drilling 4'758 Working capital and cash reserve 3'420 Fees (finance, legal, structuring) Short-term bank loan - Company operating cash-flow - Shareholder loans - Total Sources 21'180 12'403 Total Uses 600 21'180 63 Active Gold Holding PLC 10.7 Investment Proposal Investment Metrics Below we outline the forecasted returns to investors in the current share capital increase based on the business plan, a gold price of US$ 1’450 per ounce and an exit respectively in 2014 or 2016 at a conservative EV/EBITDA multiple of 5x. Based on these assumptions, the investment would generate IRRs of more than 28% and a multiple on funds invested (money multiple) of above 3.7x. For Investors in the capital increase Amounts in USD thousands unless mentioned otherwise 5 years to exit Equity investment 30.06.2011 31.12.2012 31.12.2013 31.12.2014 31.12.2015 - - - 2'524 - - - - 6'394 Exit @ EV/EBITDA X.0x 46'265 -16'180 IRR 28% Money multiple 3.7x 3 years to exit 30.06.2011 Equity investment - 31.12.2011 - 31.12.2012 - 31.12.2013 6'394 51'313 31.12.2014 - - - - - - 2'524 - Interest and amortisation Exit @ EV/EBITDA 5.0x Total 2'524 -16'180 FCF to new shareholders (dividends) Shareholder debt 5'048 - Interest and amortisation Total 31.12.2016 -16'180 FCF to new shareholders (dividends) Shareholder debt 31.12.2011 47'813 -16'180 IRR 38% Money multiple 3.1x - - - 50'337 64 Active Gold Holding PLC 10.8 Investment Proposal Exit multiples To derive the exit multiple of 5x EBITDA we have considered the quoted multiples of the main gold mining companies. In order to take into account the Russian base of Active Gold, we have used the EV/multiple of South African mining companies (5x) instead of the global average (mean of 8.3x). Company Geography Market cap. (USD bn) EV/EBITDA 09e Newcrest Australasia 9,6 11,1x Agnico-Eagle North America 7,7 21,9x Barrick North America 25,1 5,6x Centerra North America 0,8 2,5x Goldcorp North America 21,5 16,4x Kinross North America 11,0 8,8x Newmont North America 17,2 5,9x AngloGold Ashanti South Africa 10,6 4,8x DNDGOLD South Africa 0,3 3,5x Gold Fields South Africa 7,1 4,7x Harmony South Africa 4,8 7,8x Hochschild Europe 1,0 6,5x Median (all) 6,2x Mean (all) 8,3x Median (South Africa) 4,8x Mean (South Africa) 5,2x Source: UBS, March 10th 2009 65 Active Gold Holding PLC 10.9 Investment Proposal Return Sensitivities 5 year return to shareholders (IRR) Below we have compounded the sensitivity of the investment to the gold price and to exit multiples more in line with the global average. USD Gold Price Exit multiple per ounce per kg 5.0x 6.0x 7.0x 8.0x 1950 62'694 38% 41% 43% 46% 1850 59'479 36% 39% 42% 44% 1750 56'264 34% 37% 40% 42% 1650 53'049 32% 35% 38% 40% 1550 49'834 30% 33% 36% 38% 1450 46'619 28% 31% 34% 36% 1350 43'404 26% 29% 31% 33% 1250 40'188 23% 26% 29% 31% 1150 36'973 20% 23% 26% 28% 1050 33'758 17% 20% 22% 25% 950 30'543 13% 16% 18% 21% 66 Active Gold Holding PLC Investment Proposal 11 RISK MANAGEMENT 11.1 GOLD PRICE As can be seen in the sensitivity analysis, the gold price has a major impact on the results of the Company. In the financial model, a gold price of 1’450$/ounce has been assumed. Various forecasts show, however, that there is a high likelihood that the gold price will go up. Even at a price of 530$/ounce, the Company would still be breaking even. To hedge the gold price only makes sense in case of a strong indication that the gold price will fall. 11.2 DIESEL Diesel is not only used for the trucks and excavators but also to generate electricity. The business plan is based on the current diesel price of 0.9 $/l. 11.3 POLITICAL Doing business in Russia involves a certain political risk. Concessions could be blocked or withdrawn, taxes could rise or new taxes be introduced. In recent years, this has - to our knowledge - not happened anymore, and certainly not regarding the Company’s barriers. As we have a strong link into the political circles through one of the shareholders, we deem this risk as small and manageable. 11.4 OPERATION a Work force As we have experienced in 2008-2010 it is not always easy to keep the work force and get new skilled workers. Competitors tried to hire our work force. With the success of 2008-2010, the Company has sufficient resources to pay the workforce throughout the winter. As of 2011-2013 the Breccia hard rock mine will be in operation; as this will be a year-round operation this will reduce the revenue seasonality and the cash flow fluctuations. b Spare part Spare parts have been another area of concern in the start-up phase. By now, however, we have reliable suppliers, such as Caterpillar, who provide us with spare parts within a very short time frame. For certain other machines, the company stores spare parts in its own facilities to avoid any loss of production. 67 Active Gold Holding PLC c Investment Proposal Equipment Lead Times In the current environment certain equipment items can take as long as 12 months from order to delivery. This affects more expensive items such as trucks, bulldozers and excavators. Adequate planning helps to reduce the lead time. d Close Circuit Water Supply This is a newly developed technology and the Company has to optimize its use over time. e Vegetation Unfavorable vegetation at some deposits may adversely impact mining preparation works and development of infrastructure. 11.5 RISK & PROBABILITY ESTIMATIONS The amount of gold reserves and their classification is certainly an issue in Russia. The measuring system is not directly comparable to JORC guidelines. Active Gold has conducted its own drilling and also obtained positive confirmation during the mining at Chuika. Additional drillings have already been executed at Albas and Breccia. It forms the basis to complete the Form “43-101” for Breccia in 2011. 11.6 ENVIRONMENT For the exclusion of formations of cyanide solution drainages, all solid waste (heap leaching wastes) is treated in calcium hypochlorite solutions and lime-soda suspensions. These solutions replace cyanides and non-ferrous metal salts from the ore materials. The solution, leaking out from the heap, is treated by the calcium hypochlorite at рН = 10.511.5. Cyanide salts are decomposed with formation of oxides of nitrogen, carbon and nonferrous metals; the formers form non-bleeding and non-soluble hydroxides. Neutralized ore material is preserved while reclamation of lands will be covered with bushes and grass; wash waters are treated in accordance with the scheme stated above. Wastes from waters treatment and used zeolites will be specially stored, which will exclude any pollution of the environment. If metalized drainages are formed under the heaps, an operation providing for fixation of movable metals will be performed, followed by the filtration-proof reclamation of lands. All storages for liquid and solid waste materials will be supplied with effective filtration-proof devices, preventing leakage of materials to the natural basins. Gray waste waters will be reused after treatment. 68 Active Gold Holding PLC Investment Proposal As to the commercial fishing, the Churya River and its inflows are not important, because there are no fish resources there. That is why it is not necessary to refill fish resources. All listed measures planned to be performed at the deposit will provide for effective protection of the surface and underground waters from technological environmental impact. As a whole, all surface and underground waters will be influenced weakly, and no irreversible effects are expected. Calculations of the gold mining in the business-plan include costs for calcium hypochlorite as a consumable material. Besides, the prime costs of ore include 10 ruble per each gram of gold for reclamation of lands. 69 Active Gold Holding PLC Investment Proposal 12 DISCLAIMER The information in this business plan does not contain a complete set of information about Active Gold Holding PLC. It is a summary of the major aspects for information purposes only. This business plan may include information which is forward-looking regarding financial performance and results and other statements that are not historical facts. Forward-looking information involves known and unknown risks, uncertainties and other factors which may impact the actual outcome. This business plan has been prepared by the managers of Active Gold Holding PLC and has not been independently verified. No representation, warranty, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information and opinions in this presentation. None of the managers of Active Gold Holding PLC or any of its agents or advisers, shall have any liability, in negligence or otherwise, for any loss whatsoever arising from any use of this presentation or its contents or otherwise arising in connection with this presentation. This business plan and all other information, material or documentation provided in connection therewith, shall not, either in whole or in part, be reproduced, redistributed or made otherwise available to any other person. 70
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