Due Diligence and Valuation Report Arrowhead Code: 20-01-02 Coverage initiated: 05 02 2015 This document: 29 04 2015 Fair share value bracket: CAD 0.42 to CAD 0.66i Share price on date: CAD 0.22ii Company: Ticker: Headquarters: Chief Executive Officer: Analyst Team Samarth Agrawal Kanniga Rajamanickam [email protected] [email protected] Website: CAD0.185 – CAD0.49iii Average Daily Volume: 32,675iv Market Cap. on date: CAD 28.03MMv Estimated SOTP Value (in CAD) Value Bracket Zgounder Boumadine Implied Fair Value Low 0.29 0.20 0.42 High 0.38 0.35 0.66 Fiscal Year (FY) Québec, Canada Guy Goulet www.mayagoldsilver.com In FY15, the company expects silver production of 570koz at cash costs of USD 11.50-12.38/oz Ag. The initial processing will be through cyanidation process; however Maya plans to add flotation circuit to the processing flow in the NTM, increasing production to 1.4MMoz silver annually. Along with increasing production from the established underground deposits, Maya aims to simultaneously conduct exploration to delineate additional resources and reserves in Zgounder. It commenced a 6,000m surface drilling program in April 2015, which will be funded through CAD1.2MM raised through private placement in March 2015. 1st January – 31st December Summary Maya Gold and Silver (MYA), an international mining company, is focused on exploration and development of its precious and base metal assets in Morocco. The company aims to advance production on its flagship Zgounder mine, and simultaneously conduct exploration in the Boumadine polymetallic deposit. The company plans to develop Boumadine polymetallic mine (operational till 1992). As per BRPM’s (previous operator) estimates, this project has 3.84MMT historical resources in the project at 0.86% Pb, 3.9% Zn, 203 g/t Ag and 3.60 g/t Au. The company plans metallurgical and exploration works on the Boumadine project in the near term at an estimated cost of USD 1MM to establish NI 43-101 compliant mineral resource estimate. The Zgounder deposit was a historically operating silver mine, processing 500kT ore in 1982-1990. It was acquired by Maya in 2012, and is considered as the most important silver mine in Morocco after Imiter – the largest silver mine in Africa. PFS on the mine estimated an IRR of 128% (6 years LOM, at 200-300tpd feed rate and USD 20.5/oz Ag). Arrowhead believes that the company’s projects benefit from the historical resource estimate, stockpiles, and underground broken ores left in the stopes, enabling production in a relatively shorter span of time. Further, company’s Zgounder project will also benefit from the expected rebound in silver prices, along with good infrastructure, government support, and tax benefits on exports. The Zgounder mine has mineral reserve estimate of 152kT proven reserves and 421kT probable reserves, containing 5.845MMoz silver. Claude Duplessis Eng. Sr. Geological Engineer from GMG Inc. independent Qualified Persons under NI 43101 standards, estimates additional resource potential of 1-2MMT in the deposit. In July 2014, the company started production the mine, producing 3,746 kg silver ingots during FY14. During 1Q15, the company produced 2,382kg silver – though the production was lower Maya Gold & Silver – Arrowhead BID Due Diligence and Valuation Report TSX.V:MYA, OTC: MYAGF in January (482kg) due to adverse weather, it was offset by the record production in March (1,117kg). Currently, silver is produced from mineralized material and ore (from broken ore left in the stopes, and blasting). Maya plans to commence commercial production by 3Q15. Market Data 52-Week Range: Maya Gold & Silver Inc. Given due diligence and valuation estimations based on Discounted Cash Flows of the company’s projects, we believe that Maya’s fair share value lies between CAD 0.42 and CAD 0.66. 1 TSX.V:MYA, OTC:MYAGF See important disclosures on page 21 of this report. Table of Contents Company Presentation ......................................................................................................3 News .................................................................................................................................5 Listing Information ...........................................................................................................7 Contacts ............................................................................................................................7 Major Shareholders ...........................................................................................................7 Management and Governance ...........................................................................................8 Assets and Projects ...........................................................................................................9 Technologies and Markets ...............................................................................................13 Project Risk Profile Analysis ............................................................................................15 Risk Parameters – Definition ...........................................................................................16 Value ...............................................................................................................................18 Analyst Certifications and Important Disclosures............................................................21 Valuation .........................................................................................................................22 Notes and References .....................................................................................................25 Maya Gold & Silver – Arrowhead BID Due Diligence and Valuation Report 2 TSX.V:MYA, OTC:MYAGF See important disclosures on page 21 of this report. Company Presentation Maya Gold & Silver, a TSX-V listed firm, holds precious and base metal assets in Morocco. Currently, the company is concentrating on developing its flagship project, Zgounder, to full production. The deposit shares similar geological characteristics with the largest silver mine in Africa, Imiter. The company also plans to conduct exploration on Boumadine polymetallic deposit. Maya started production in Zgounder in July 2014, and as of March 2015, 6,128kg silver has been produced from the stockpiles and underground broken ore left in the stopes by the previous operator. It estimates to commence the commercial production in the mine by 3Q15. The company estimates an annual production of 570koz at 340g/t in the first year with a feed rate of 187tpd. It also plans to introduce flotation cells in FY16 to increase the production to 1.4MMoz silver, at an estimated capital cost of USD3.5MM. Additionally, the company plans to conduct exploration in the project area (at a cost of USD1.5MM) to expand the resource base. In March 2015, the company raised CAD 1.2MM through a non-brokered private placement, by issuing 4.8MM units at CAD0.25 per unit, with each unit consisting of 1 common share and 0. 5 share purchase warrant. The proceeds of the capital raise will be used to fund a 6,000m surface drilling program (commenced in April 2015). The company is also concentrating to conduct exploration on its Boumadine project, which as a historical resource estimates of 3.84MMT and 240kT in recoverable material at surface tailings. The company plans to conduct exploration and metallurgical work on the site at an estimated cost of USD 1MM. It further plans to raise USD 2.0MM for working capital. Portfolio and Premiums Project location offers accessibility to infrastructure facilities and manpower: The infrastructure and transport system in Morocco significantly benefits the mining industry. Zgounder mine is well connected to road network, and has access to ports for export – it is located 56 km from the Agadir-Ouarzazate main road, and 260 km from the port of Agadir. Boumadine mine is also located 295 km to the east of Ouarzazate and 71 km southwest of Errachidia. Besides, state significantly contributes (50-70%) of total costs for infrastructure requirements of the mining projects. Location of Zgounder mine with respect to Agadirvii Morocco’s Infrastructurevi Maya Gold & Silver – Arrowhead BID Due Diligence and Valuation Report 3 TSX.V:MYA, OTC:MYAGF See important disclosures on page 21 of this report. The company has skilled labor for its ongoing project, Zgounder, since the manpower available in the nearby villages had earlier worked in the same mine for previous operators such as Somil and CMT. Favorable taxation laws for export-oriented mines: In Morocco, the taxation laws of the mining industry is the most advantageous for international players, most particularly for export-oriented mines. The Kingdom of Morocco provides a corporate tax holiday for the first five years of the mining business. Following the first five years, the state levies a corporate tax of 35%, with a provision of 50% tax reduction on income from exports. We believe that Maya is well-positioned to take the benefit of these, as the output of its mines will be primarily exported (the current production of Zgounder mines is delivered to a refiner in Switzerland). Similar characteristics to the largest African silver mine, Imiter: Imiter is the 11th leading primary silver mines in the world in 2013 with a production of 6.24MMoz, according to the Silver Institute’s World Silver Survey 2014 publicationviii. The Zgounder deposit bears structural, lithological and mineralogical resemblance with the Imiter depositix, and is considered to be the 2nd important silver mine in Morocco after Imiterx. Relatively shorter timeframe to resume production: The company‘s flagship Zgounder deposit has the advantage of having existing infrastructure (partly developed), and existing stockpiles and underground broken ores (left by previous operators), in addition to the potential mineralization from underground deposit. Also, Boumadine has potential mineralization from underground deposits and surface tailings. We believe that the existing infrastructure, coupled with material from tailings would help resumption of production in a relatively shorter span of time, thus entailing early cash-flows for the company while developing the mine to process underground deposits. Portfolio and Risks Capital Expenditure Financing: The company has planned an expenditure of USD5.0MM for near-term exploration and upgradation of the Zgounder project. Additionally, an investment of upto USD 36MM over 48 months will be required in the Boumadine project for exploration and development. Though we believe that the company would be able to secure financing for its near-term exploration activities; significant financing requirements will be required as the company progresses to advanced stages, particularly in Boumadine project. Commodity price risk: Maya Gold and Silver’s projected revenue and operating margins significantly depend on the price of silver. The volatility in silver prices exposes the company to commodity price risk. However, we believe that the commodity price risk will diversify following the commencement of production from Boumadine mine (polymetallic deposit containing gold, silver, zinc, and lead). Corporate Strategy: Ramp-up production and conduct further exploration in Zgounder mine: The company aims to ramp-up the production process of Zgounder by increasing the feed rate to 500tpd, a 2.5x increase from 187tpd (as suggested by the pre-feasibility study), resulting in a near threefold increase in production to 1.4MMoz silver. Simultaneously, the company is also conducting exploration to establish additional resource and reserve estimates in the project area, and has allocated a budget of USD 1.5MM for the same during FY15. Development of Boumadine mine: In addition to its flagship Zgounder project, the company also plans to concentrate on Boumadine polymetallic deposit, which contains lead and zinc mineralization with gold and silver as byproducts. As soon as possible, the company plans to commence metallurgical and compilation works in the project, at an estimated cost of USD 1MM. Maya Gold & Silver – Arrowhead BID Due Diligence and Valuation Report 4 TSX.V:MYA, OTC:MYAGF See important disclosures on page 21 of this report. News Commenced 2015 drilling program at Zgounder: On April 21, 2015, the company announced commencement of the 2015 spring drilling program has commenced at its Zgounder Silver Mine. The program has been extended to 6000m (previously 4300m). The objective of this surface drilling program is to validate the widespread mineralization hypothesis, to explore lateral extension of the deposit to the north and the east and to explore extension at the depth of the deposit. Zgounder silver production – 35,912oz in March 2015: On April 9, 2015, the company released March 2015 production figures of 35,912oz silver at the Zgounder silver mine – the highest monthly production to date. The achieved results were produced from 4,370T at 307.6g/T Ag. The recovery rate was 83.07% with most of the mineralized materials comes from fresh hard rock. The company also delivered 1,189.9kg of ingots (98.2% fineness) to MKS refiner on March 25, 2015, for the net sales proceed of 37,257.4oz silver metal. Non-Brokered Private Placement of CAD1.2MM for exploration at Zgounder: On March 23, 2015, the company raised CAD 1.2MM capital through a non-brokered private placement. The company issued 4.8MM units at CAD0.25 per unit, with each unit consisting of 1 common share and 0. 5 share purchase warrant. The company plans to use the net proceeds to complete a 13-hole drilling program at its Zgounder Silver Mine. The drilling program is scheduled to commence in May 2015. Zgounder production and FY15 outlook: On March 2015, Maya reported the production of 512kg, 482kg and 783kg of silver in the month of December 2014, January and February 2015 respectively. The production was lower during December 2014 and January 2015 due to intensive rainfall and adverse cold weather; however production increased in February 2015 due to improved weather conditions. The company also provided a production guidance of 570koz silver for 2015 at an estimated cash cost of USD11.50–12.38/oz. Zgounder silver production – 33,565oz (1,044kg) in November 2014: On December 17, 2014, Maya released November 2014 production figures 33,565oz (1,044kg). This shows a production growth rate of 9%, compared to previous month, in spite of unusually intensive rainfall and flash floods across the region. The company also delivered 82 ingots for 849 kg (26,755 oz) silver and created a further inventory of 203kg Ag. Zgounder silver production – 945.5kg in October 2014: On November 19, 2014, Maya Gold & Silver announced the production of silver from its Zgounder silver mine in October 2014. It produced 945.5kg (29,409oz) of silver from 86 ingots grading an average of 98.4%Ag within 24 days of operation with mineralized materials from ancient stockpiles and underground stockpiles. Underground broken ore were left in the stopes Level 2035 by the previous operator and Mill facility operated at an average of 187 tpd. Maya officially inaugurated Zgounder, which produced 796kg silver in September: On October 8, 2014, Maya announced that the Zgounder silver mine has been officially inaugurated on September 20th, 2014 amidst the presence of a large delegation from the Ministry of Energy, Mining, Water and Environment of Morocco, led by the Minister Mr. Abdelkader Amara, the Governor of Taroudant, Mr. Fouad M’Hamdi and several members of the board of Maya. It also announced the production of silver from Zgounder in September 2014, amounting to 796kg (25,591oz) from 67 ingots, grading an average of 99% Ag. It was the result of 24-days operations with mineralized material from ancient stockpiles on hand and underground stockpile. The mill facility was operated at an average of 187.4tpd. Maya’s Shareholders Exercised USD2.0MM Worth of Warrants @ USD0.35: On September 18, 2014, Maya Gold & Silver Inc. announced that four shareholders exercised 5,779,791 warrants at an exercise price of USD0.35/share pursuant to the previously announced private placements of the Corporation closed in September and November 2012. The exercise of warrants has led to the total receipt of USD 2,022,900. Zgounder second silver pouring recorded, ramped up to 484kg (15,434oz) of Silver: On September 17, 2014, Maya announced that Zgounder silver mine ingots poured silver for the second time on September 10th, 2014. It produced 483.92kg (15,434oz) of silver from 42 ingots grading an Maya Gold & Silver – Arrowhead BID Due Diligence and Valuation Report 5 TSX.V:MYA, OTC:MYAGF See important disclosures on page 21 of this report. average of 99.6% Ag. It was the result of a 17-days operation with mineralized material from ancient stockpiles on hand and underground stockpile. The mill silver metal recovery achieved around 87%. Maya announced its First Silver Pour at Zgounder Silver Mine: On August 28, 2014, Maya announced its successful first time silver pour at Zgounder silver mine in Morocco during the ramp-up period. The ingots poured 234.5kg of silver on August 25, 2014 from 20 ingots grading between 9097%Ag. Mill silver metal recovery achieved around 86%. Zgounder silver mine started operations in Morocco: On July 22, 2014, the Corporation announced that the milling operations have started at Maya’s flagship Zgounder silver mine in Morocco. It started the processing of ore, grading at an average of 245 g/t and the silver recovery is expected to be in the range of 92%. This ore has been sourced from 35kT of mineralized rocks that were transferred to storage areas adjoining the plant from the existing 66kT of “ancient stockpiles”. Pre-Feasibility report produced positive results for Zgounder Silver Mine and Maya announced first Mineral Reserves at Zgounder: On May 22, 2014, Maya announced that Zgounder silver mine’s pre-feasibility report (PFS) has been filed on SEDAR and the results from PFS report, outlined by GoldMinds Geoservices Inc highlighted the significant presence of inferred resources, which have the potential to be converted to reserves with additional drilling. There remains an excellent exploration potential to further expand the size of the existing mineral inventory. This report provided the profitable estimate as compared to the Preliminary economic Assessment (PEA), due to the exclusion of inferred resources. Maya Gold & Silver provided an update on production at Zgounder, granted options and announced the date of AGM: On May 13, 2014, Maya provided an update on Zgounder production that 35kT of ore are present from existing stockpiles at 245 g-Ag /t, which are stored close to the mill. The mill balls and cyanide, which are required to start the mill of silver metal, are expected to arrive in Casablanca on May 18th and June 8th, 2014 respectively. It also informed that the underground development is well underway and the production is expected to start in mid-June. Maya completed CAD10MM financing: On March 28, 2014, Maya announced the closing of the third and final tranche of its non-brokered private placement amounting to CAD7.9MM as part of a total of CAD 10MM. It is an 8% unsecured convertible debentures of Maya, which has a maturity period of 36 months and interest on the same will be payable on a quarterly basis. Preliminary Economic Assessment (PEA) for Zgounder Silver mine announced: On March 20, 2014, Maya announced that it has filed Preliminary Economic Assessment (PEA) report and the associate mineral disclosure on SEDAR for its Zgounder Silver mine in Morocco. Based on Mineral resource estimate by GoldMinds Geoservices Inc, the economic potential and exploration potential of the Zgounder Mine were confirmed. The results stated that the Zgounder mine has a potential mining life of 10 years with the current resources and silver production of 647koz in the first year, followed by a regular production of 1027koz/year at a total average operating cost of USD113.5/t. High Mill feed grade was estimated at 360g/tAg. The NPV is expected to be USD65.9 MM, which is discounted at 6.5% at a silver price of USD22.0/Oz and has an IRR of 174%. There is also an additional capital requirement of USD 3.8MM, including the concentrator expansion. NI 43-101 Preliminary Economic Assessment gave positive results on Zgounder Silver Mine: On March 5, 2014, Maya announced the NI 43-101 Preliminary Economic Assessment results at the Zgounder Silver Mine in Morocco, effective from January 10, 2014. SGS Geostat Blainville (SGS) prepared the PEA Study with the contributions of Goldminds Geoservices Inc. Québec City (GMG). Maya Gold & Silver – Arrowhead BID Due Diligence and Valuation Report 6 TSX.V:MYA, OTC:MYAGF See important disclosures on page 21 of this report. Listing Information Maya Gold& Silver (MYA) was listed on the Toronto Stock Exchange (TSX) in Canada on July 2, 2008. Contacts Head office 10 de la Seigneurie Blvd. East Suite 207, Blainville, Québec, J7C 3V5 (Canada) Telephone +1 450 435 0700 Facsimile +1 450 435 0705 E-mail [email protected] Major Shareholders Equity Holder No. of ordinary shares held (MM) Percentage shareholding Belgian Shareholders (6 HNIs) 44.136 36% Float 28.198 23% 18.39 15% 14.712 12% Board 9.808 8% Swedish (1 Institution + HNIs) 7.356 6% 5 European Institutions Praetorian Source: Corporate presentation as on February 2015 Maya Gold & Silver – Arrowhead BID Due Diligence and Valuation Report 7 TSX.V:MYA, OTC:MYAGF See important disclosures on page 21 of this report. Management and Governance Personnel Designation Current and total experience Réjean Gosselin Chairman Rejean Gosselin, a geologist and corporate executive, has over 25 years of experience as director and officer in several Canadian public mining companies. He had obtained a Master Degree in geology from Universite Laval in 1979. He has involved in Mining exploration in Mexico for the past 5 years. He was President, CEO and Director of Dia Bras Exploration Inc., before founding Maya Gold & Silver Inc. in 2008. Guy Goulet Chief Executive Officer & Director Guy Goulet graduated with an engineering degree in geology from l’Ecole Polytechnique de Montreal. Over the past 20 years, he has sat on several boards of directors for both public and private mining companies. From 2000 to 2008, he was the CEO and Chairman of the Board of H2O Innovation and joined Maya as President in November 2008. Noureddine Mokaddem President & Director Noureddine Mokaddem, a professional Industrial Engineer, holds a B.Sc. Engineering from State School of Engineers, Mons in Belgium. He has held senior roles within, ONA Group and OCP Group and has been instrumental in the development of several large projects and mining operations such as Akka Gold and Guemassa in Morocco. Alain Lévesque, CPA, CA Chief Financial Officer Alain Levesque has been a member of l’Ordre des Comptables Professionnels Agréés du Québec since 1995 and holds a BA in Business Administration from Université Laval. He has over 16 years of experience in this business, including the accounting firm Raymond Chabot Grant Thornton and Deloitte as an auditor. He also worked for several years as a consultant for various companies. Later, he occupied the position of Chief Financial Officer at Ranaz Corporation. Through his various jobs and mandates, he has acquired extensive experience in financial reporting and management in several sectors including mining. René Branchaud Corporate Secretary Director René Branchaud has been a practicing lawyer since 1983 and also a partner with the law firm Lavery, de Billy. He practices in the areas of securities law, mergers and acquisitions and corporate law. He assists companies in connection with their incorporation, corporate structure, shareholders’ agreements, private placements, public offerings, stock exchange listings as well as dispositions and takeovers. He is also on the Board of Directors of several public corporations. In addition to this, he serves on several committees of the board of directors, including corporate governance committees and ad-hoc committees created for specific transactions (mergers, takeovers). He also advises directors who sit on ad-hoc committees. Maya Gold & Silver – Arrowhead BID Due Diligence and Valuation Report 8 TSX.V:MYA, OTC:MYAGF See important disclosures on page 21 of this report. Assets and Projects Maya Gold & Silver Inc is currently focused on advancing its precious and base metals assets in Morocco. Currently, the company has concentrated on its flagship project, Zgounder – the second largest silver mine in Morocco. The company is also working on developing the Boumadine project, with a potential of polymetallic mineralization of silver, gold, lead and zinc. In addition to Zgounder and Boumadine, the company also holds several properties in Morocco – Amizmiz, Azegour (a former W, Mo, Cu Mine), 233263 permit and Touchkal. Company’s Asset Portfolio Project locations Project overview Zgounder Silver Mine Morocco •Target Commodity: Silver •Surface Area: 16 km². •Interest - 85% carried interest Boumadine Polymetallic Mine Morocco •Target Commodity: Silver and Lead-zinc •Surface Area - 32km2 •Interest - 85% working interest Source: Company filings Source: Company filings 3,746 kg silver ingots during FY14, with initial feed being sourced from the historical residues, stock piles and underground ores and processed in a cyanidation plant. Between Jan-Mar 15, the company has produced 2,382kg silver – the effect of lower production in January was offset by the record production in March 2015. Zgounder Silver Mine Project Company’s interest: 85% carried interest, remaining 15% interest held by ONHYM Asset Summary: Zgounder is a historically operating mine, and is spread over an area of 16 km². The mine has similar geological characteristics to Imiter Mine – the largest silver mine in Africa. The company has completed a pre-feasibility study on the mine, suggesting economic viability of the project from underground reserves. The company is on track to commence commercial production in 3Q15. During 2015, the company has guided production of 570koz silver at an estimated cash cost of US$ 11.50-12.38/oz. Maya is also considering a significant ramp-up of production from 2016 onwards through introduction of flotation circuit, which would increase feed rate while simultaneously reducing the production and other costs involved. The floatation cells will require an investment of USD 3.5MM. Post the introduction of flotation cells, the company estimates production of 1.4MMoz silver at a feed rate of 500T/day. The mine has a proven and probable reserve estimate of 573kT ore at an average grade of 317g/T silver. In April 2015, the company commenced a surface drilling program to obtain further information on potential extensions of known mineralized structures. In July 2014, the company commissioned the milling operations in the project and produced Maya Gold & Silver – Arrowhead BID Due Diligence and Valuation Report Target commodities: Silver 9 TSX.V:MYA, OTC:MYAGF See important disclosures on page 21 of this report. Location: Taroudant province of Morocco, 265 km east of the port city of Agadir. Historical stockpiles: The Zgounder mine is estimated to contain ancient residues, recent tailings and underground workings (left by previous operators) of 66kT (cutoff: 325g/t Ag), 500kT (cutoff: 125g/t Ag), and 870kT (cutoff: 405g/t Ag) respectively.xi Regional geology: The project is located along the central Anti-Atlas Mountains on the NorthWest Siroua massif. The deposit is estimated to be of late Neoproterozoic age (approx. 550 million years, similar to Imiter mine), and primarily comprises of three major geological formations – Blue, Brown and Black. While the Blue and Brown formation are characterized with a major clastic component intercalated with volcanics, Black formation is composed of a basal felsic volcanic complex overlaying the two formations. Additional resource potential: The current resource in the mine is estimated over 750m strike length, 100m width, and 275m depth. GoldMinds Geoservices Inc (GMG) also estimates an additional potential of 1-2MMT mineralization at average grade of 300-400g/T Ag. However, these are not NI 43-101 compliant, and will require further exploration and drilling. Zgounder – Regional Geology Pre-Feasibility Report: In May 2014, the company released the Pre-Feasibility study (PFS) on the project. The report estimated a mine life of 6 years, with an NPV of USD 27.9MM (at discount rate of 6.5% and Ag price of USD 20.5/oz) and IRR of 128%. The report suggests an initial feed rate of 200T/day during the first year and 300T/day thereafter. Silver production is expected to be 582koz in Year 1, and would subsequently increase to 885.4koz in Year 2 and 3, and 914koz in the last three years. The report estimates additional capital cost of USD 3.8MM for concentrator expansion, and the average operating cost is estimated to be USD109.50/T. Source: Company filings Potential mineralization: The project has a NI 43-101 compliant resource estimate of 538.7kT Measured and Indicated resources (at avg. grade of 343g/T Ag), and 352.8kT of inferred resources (at avg. grade of 463g/T). Resource estimate Tonnage Ag grade g/T Contained Ag (MMoz) Measured 142,100 304 1.391 Indicated 397,000 357 4.560 M+I 538,700 343 5.948 Inferred 352,800 463 5.254 Historical mining: Zgounder was an operating mine from 1982-1990. The mine was operated by Somil, which processed 500kT ore at 330g/T silver during the period. Since 1990, the mine has been put under care and maintenance by ONHYM. In 2012, Maya Gold and Silver acquired 85% interest in the mine from ONHYM for a cash consideration of USD 5.65MM. FY14 Production: On July 22, 2014, the company announced commencement of milling operations at the project from ancient stockpiles of ore left in the stopes. During FY14, the company produced 3,746 kg silver ingots as part of its ramp-up operations. Of this it shipped 3,410 kg silver ingots to MKS refiner in Switzerland (accounting for fusion and melting loss, payments were made for 3,331kgs of 99.9% fine silver). In May 2014, the company released reserve estimate of 573kT, containing 5.845MMoz silver at an average grade of 317.3g/T (cutoff grade: 161 g/T Ag). Reserve estimate Tonnage Ag grade g/T Contained Ag (MMoz) Proven 152,000 281 1.371 Probable 421,000 330 4.474 Total 573,000 317.3 5.845 Maya Gold & Silver – Arrowhead BID Due Diligence and Valuation Report Recent Developments: In October 2014, the company initiated underground development to generate further stock piles for processing. It has advanced the underground development in 2015, and expects commercial production from underground mining from 3Q15. Currently, the 10 TSX.V:MYA, OTC:MYAGF See important disclosures on page 21 of this report. silver was produced through processing mineralized material and ore (from broken ore left in the stopes, and blasting). GMG recognizes additional structures and depth extensions, which could potentially offer resource upside – however, this needs to be confirmed by drilling. During FY15YTD, the company had produced 2,382kg silver (Jan: 482kg, Feb: 783kg, Mar: 1,117kg). Production was lower in January due to adverse weather conditions; however it recovered in February 2015, and achieved the highest monthly production to date in March 2015. Further exploration: As per PFS estimate, the mine has a mineral potential between 1.5 and 2.0 MMT at 300 to 400g/t Ag, in addition to its existing resources. In April 2015, the company commenced a 6,000m surface drilling program to validate widespread mineralization hypothesis, explore lateral extension (to the north and the east), and extension at depth. To finance the program, the company raised CAD1.2MM through private placement in March 2015. FY15 guidance: The company provided production guidance of 570koz silver for FY15, and estimates cash costs to remain at levels of USD 11.50-12.38/oz Ag. It also expects to increase its mill recovery once it reaches commercial production in 3Q15. Zgounder – exploration targets Proposed capacity upgrade: Initially, the plant feed rate is estimated to be at levels of 200300T/day, which implies a mine life of 6-8 years. The feed will be processed in a cyanidation plant, already installed in the mine. The company is considering increasing the feed rate 500tpd through introduction of grinding and flotation circuit. The introduction of flotation cells will significantly benefit the company, in terms of increased and early production (from 0.6MMoz silver to 1.4MMoz silver), coupled with lower cost profile (from USD12.38/oz to USD 10.52/oz). Source: Company filings Proposed Process Flowsheet Boumadine Polymetallic Mine Company’s interest: 85% working interest, remaining 15% interest held by ONHYM. Asset Summary: Boumadine is a polymetallic deposit (operational till 1992), and consists of two permits spread over an area of 32km2. The project has a historical resource estimate of 3.84MMT, along with recoverable 240kT from surface tailings. The company plans to conduct metallurgical and exploration works on the project with an investment of USD 1MM. Subject to the results of the exploration program, it plans to extract the resources in two phases. Phase 1 will comprise extracting gold and silver from surface tailings through a roaster. Phase 2 of the project will extract polymetallic underground resources, with introduction of flotation and grinding circuit. Phase 1 and Phase 2 are expected to incur capital expenditure of USD 21MM and USD 15MM respectively. Source: Company filings Project Schedule: The company is currently focused on bringing the mine to commercial production by 3Q15. Initially, production is expected to be 570koz silver at feed rate of 187T/day. Post the initial phase, the company plans to increase the feed rate to 500T/day by 2016 through flotation cells. The grinders and flotation cells are expected to cost USD 3.5MM. Maya Gold & Silver – Arrowhead BID Due Diligence and Valuation Report Target commodities: Silver, Gold, Lead and Zinc 11 TSX.V:MYA, OTC:MYAGF See important disclosures on page 21 of this report. Location: 17km north of Tinejad, accessible from the N10 Highway. It is located 295 km to the east of Ouarzazate and 71 km southwest of Errachidia resources at average grades of 0.86% Pb, 3.9% Zn, 203 g/t Ag (25.1MMoz) and 3.60 g/t Au (444.3koz). Regional geology: The project is characterized as low-intermediate sulphidation epithermal silver-gold base metal deposit, with the potential of discovering Cu±Au porphyry-type mineralization at depth. Historical residues: The deposit also contains 240kT recoverable material from surface tailings, at average grade of 178g/t Ag and 2.80g/t Au. Project schedule: The company plans to commence metallurgical and compilation works in the project, at an estimated cost of USD 300k and USD 700k, respectively. Following the study, the company plans to conduct a drilling program to validate and establish the historical resources in the project area. Boumadine – Porphyry Cu-Au target zone Boumadine – Compilation and exploration program Source: Company filings Source: Company filings The mine is located within Ougnat Proterozoic window, comprising folded & metasedimentary rocks cut by late granodioritic plutons and unconformably overlain by Late Proterozoic volcano sedimentary sequences. The basal sequence is made of ignimbrite sheets, vitroclastic tuffs, and intercalations of andesite flows modeling the Tamerzaga-Timrachine Formation (TTF). The deposit is contained within the TTF, which is covered by shallow lacustrine sedimentary and minor volcanic rocks. Medium term production plan: Subject to the results from the metallurgical and compilation study, the company plans to extract the resources in two phases (surface tailings, and underground resources): Phase 1: In the first phase, the company plans to retrieve gold and silver from surface tailings. The extraction and processing will require investment in roaster (USD 21MM), which would enable production of 0.8MMoz Ag and 12.5koz Au. The production cost is expected to be USD 7.50/oz Ag and USD 750/oz Au. The company plans to commence Phase 1 operations by mid-2017. Historical mining: Boumadine was an operational mine till 1992, and was operated by BRPM, SODIM, and SODECAT. During the period, 261.5kT ore was extracted from the mine, at average grade of 1.5% Pb, 3.8% Zn, 200g/T Ag, and 3.5g/T Au. Phase 2: In the second phase, the company plans to extract and process the polymetallic underground resources (Gold, Silver, Lead and Zinc). The company also plans to introduce Grinders and Flotation Cells (USD 15MM), which would enable production of 0.7MMoz Ag, 13.0koz Au, 1.5Mlbs Pb, and 11.0MMlbs Zn. The production cost is expected to be USD 8.50/oz Ag and USD 850/oz Au, USD 950/T Pb, and USD 850/T Zn. In 1Q13, Maya Gold and Silver acquired 85% interest in the mine from ONHYM for a cash consideration of USD 5.15MM. Potential mineralization: In November 2013, the company filed a NI 43-101 report to support the historical resources estimated by BRMP in 1998. The report suggests 3.84MMT historical Maya Gold & Silver – Arrowhead BID Due Diligence and Valuation Report 12 TSX.V:MYA, OTC:MYAGF See important disclosures on page 21 of this report. Technologies and Markets Major silver producing firms (2013) Silver Chemistry and Propertiesxii: Silver is a white, soft and lustrous metal, with the symbol Ag and atomic number 47. It is also a strong, malleable and ductile metal with the highest electrical and thermal conductivity than any other metal. The metal is stable in pure air and water; however it gets tarnished when exposed to ozone or hydrogen sulfide, when a black layer of silver sulfide is formed. Silver is easily soluble in nitric acid to produce silver nitrate that is photosensitive and readily soluble in water. Sources xiii : Silver generally occurs in its pure form, as an alloy (mainly with gold), in minerals (argentite) and in ores containing sulfur, arsenic and chlorine. The main sources of silver are copper, nickel, lead and zinc ores. It is mostly found in Peru, Bolivia, Mexico, China, Australia, Chile, Poland and Serbia. Source: Silver Institute Applications xvi : Silver is primarily used as a precious metal in jewelry, since it does not react with sulfuric acid as a result of which it helps to remove copper oxide while making jewelry. Its halide salts like silver nitrate are used in photography, which helps to record a latent image as it is photosensitive. It is mainly used for making currency coins, jewelry, utensils, dentistry (for dental fillings), photography and electronics (due to its high conductivity) and other industrial applications. It is also employed in electrical industry, where silver paints are used to make printed circuits. Productionxivxv: In 2014, silver mine production increased by 3.8% to 854MMoz attributable mainly to mining sector, which had strong growth from the beginning and the ramp up of production operations. Mexico was the largest silver mine producer, followed by China, Peru, Mexico, Australia and Russia. Global Silver Mine Production (2014E) Demand xvii : The demand for silver is mainly driven by its physical demand and its use in industrial application. In 2013, the global demand for physical silver and industrial applications demand were down by less than 1%, to 586.6 MMoz. However, in Asia, there was a 3% increase in the industrial silver demand, which is mainly due to the demand in China from electrical and electronic sectors and ethylene oxide industry. The global silver jewelry demand increased by 10% compared to the previous year in 2013. Likewise the global silverware fabrication increased by 12% to a three-year high due to strong gains in India and China. However, the demand for silver in photography declined by 7% in 2013, the lowest decline percent in the last nine years. Source: USGS The major producers (2013) were Fresnillo Plc in Mexico (output of 38.8MMoz), followed by BHP Billiton (37.6MMoz, Australia), KGHM Polska (37.3MMoz, Poland), GlencoreXstrata (37.1MMoz, Switzerland) and Gold Corp (30.3MMoz, Canada). Maya Gold & Silver – Arrowhead BID Due Diligence and Valuation Report 13 TSX.V:MYA, OTC:MYAGF See important disclosures on page 21 of this report. Since 2011, the uncertainty in the global economy has impacted silver demand heavily, particularly in the 2014. Silver has shed 67% since it peaked at USD49.0/oz in 2011. In 2014, Silver prices came down 12%, compared to 1% drop in gold prices. World Silver demand by category In 2015, the silver prices are expected to increase, backed by the expected growth of global economy. According to Macroeconomic Capital economics consultancy, the silver prices are expected to outperform gold and would increase to a maximum of USD25/Oz by 2016. Silver price trend over past five years Source: GFMS, Thomson Reuters Supply xviii : According to the Silver Institute’s World Silver Survey 2014 publication, the total silver supply has dropped by 23.2% to 199.7 Moz, of which, scrap was reduced by 20%, after averaging to 25% of the total supply in the previous two years. This served as a substantial contributor to the physical market deficit posted in 2013. Market Trends: Commodity Pricesxix Currently silver is trading in USD16-16.5/oz range, and averaged USD19.08/oz in 2014xx. Maya Gold & Silver – Arrowhead BID Due Diligence and Valuation Report Source: www.kitco.com 14 TSX.V:MYA, OTC:MYAGF See important disclosures on page 21 of this report. Project Risk Profile Analysis Based on our analysis of the project stage, resource characteristics and management expertise, we believe that the Zgounder project has a LOW Risk Profile, while the Boumadine project has MEDIUM TO HIGH Risk Profile. Zgounder Project – LOW – Though the production was impacted by adverse weather conditions in December 2014 and January 2015; we consider this as a oneoff situation which is unlikely to effect the operations in future. – The initial feed rate is expected to be 187T/day. The management further plans to introduce grinding and flotation cells to the plant, which will increase the feed rate to 500T/day. – Further, the project has no known regulatory or environmental interferences which will hamper the development. Considering the above factors, we believe that the project has attractive operational characteristics. As such, we believe the project to have a LOW operational risk profile. Project Stage Risk – LOW – The project is on track to commercial production in 3Q15. – The mine has a proven and probable reserve estimate of 573kT ore, containing 5.845MMoz silver. – A prefeasibility study on the mine, released in May 2014, also suggests the economic feasibility of the mine. However, the feasibility study on the project is not yet completed. Key Personnel Risk – LOW – – commence Based on the above factors, we consider the Zgounder project to have a LOW project risk. Financing/Capex Risk – MEDIUM – Post its acquisition in 2012, the company has invested significant capital to bring the asset to production. – The company is planning to upgrade the process to increase the capacity to 500T/day, which is expected to result in a capital expenditure of USD 3.5MM. – The current management has experience in exploration, project development, mining operations and financial and consulting fields. – The management team was also involved in development of mining projects, both in Morocco and abroad. – Considering the diversified experience of the management, we consider the project to have a LOW Key Personnel Risk profile. Boumadine Project – MEDIUM to HIGH – The company has raised CAD 1.2MM through private placement to fund its spring drilling program, commenced in April 2015. – – Based on the above factors, we consider Zgounder to have a MEDIUM financing risk profile. While the delay in the financing would not significantly impede the existing production, the capex risk would substantially decrease as the company secures funding for mine up gradation and further exploration. The mine has a historical resource estimate of 3.84MMT. However, significant metallurgical and exploration work is required in the deposit to establish NI 43-101 compliant resource and reserve estimates. – In the near term, the company expects to incur USD 1MM in exploration and compilation work, and USD 2MM in working capital. – Subject to the results of the exploration, the company will then have to establish feasibility and raise significant capital to further advance the project. – Based on the above factors, we consider the project to have MEDIUM to HIGH risk profile. However, we expect the risk to decrease as the project advances to the next level. Operational Risk – LOW – – Zgounder was an operating mine till 1990. It is well connected to the road network, and is 265 km from the port city of Agadir. In July 2014, the company commenced the production from ancient stockpiles of ore left in the stopes. Maya Gold & Silver – Arrowhead BID Due Diligence and Valuation Report 15 TSX.V:MYA, OTC:MYAGF See important disclosures on page 21 of this report. Risk Parameters – Definition like capex and opex, project stage risk is reduced from high to medium. Project Stage Risk The following are the various stages of a project: Low risk: As the project advances site construction and commissioning, the project stage risk is reduced further to the low risk category. Early stage exploration: In this stage, the exploration location is decided using a combination of various techniques such as samplings, drilling, geophysics, and other extensive geological and exploration services. Project Financing Risk Initial stages of project development, including exploration and resource estimation, require higher levels of capital investment. Investments in the exploration stage can be riskier as the economic viability of deposit is not established. The risk level of the capital reduces as it advances through various exploration stages. Pre-feasibility study: A preferred base-case option is identified from the possible options available to the company. The preferred basecase option provides some level of confidence in the production capacity, ore grades, metal recovery, capital and operating costs, project schedule, and project risks/opportunities. A financial analysis is also carried out to assess the economic viability of the project. Initial stages of exploration and development of the project attract high-risk-capital investors. As the project stages proceed, the company has varied options such as equity (IPO) and debt financing, among others. Feasibility study: This includes a collection of more detailed information, additional designs, and project-specific cost information to refine the project cost and schedule. It also addresses information gaps, issues of concern, risks, and opportunities identified in the advanced exploration stage. High risk: Companies in the initial stages of project development without proper estimates on fund requirement and clear view on financing options are considered to have high financing risk. Detailed engineering: Detailed designs based on the project scope, concept designs, and the purchase of key plant equipment are completed. Medium risk: When a company has established reasonable estimates on fund requirement and has visibilty on early funding for planned project milestones, it is estimated to have medium financing risk. Site construction: Site construction starts as per the field engineering designs and is expected to confirm adherence to appropriate quality-control practices. Low risk: When the company’s fund requirements are clearly stated and has already secured adequate funding, the company has low financing risk. Commissioning and start of operations: After the completion of construction, operability testing, and acceptance, the owner is asked to confirm if the project construction and performance are as per the design and meet the required plant performance and safety requirements. The final operating control programs are then completed, installed, and tested for functional efficiencies. Operational Risk Following are the various parameters considered to measure operational risk: Geopolitical and Regulatory factors: The location of projects and their regulatory environment are key factors in acquiring licence and the subsequent development of the project. Obtaining necessary approvals can be time consuming, the delay of which could result in monetary losses, and operational delay. Environmental factors: The potential for environmental damage caused by mining activity and the likely cost to be covered by High risk: We consider a project to have high-risk when it is in the initial stages of development and is yet to report a resource estimate on the prospect. Medium risk: On the completion of a prefeasibility report having initial evaluations of mine characteristics and other operational estimates Maya Gold & Silver – Arrowhead BID Due Diligence and Valuation Report 16 TSX.V:MYA, OTC:MYAGF See important disclosures on page 21 of this report. the company contribute to the economic viability of the project. High risk: The Company has a high operational risk profile with assets that are in an early stage of development and located in countries with regulatory uncertainties. Mining technique: The development plan for the mines, including the extraction methodology and the corresponding capex estimates, together define the operational efficiency of the project. The high quality of ore reserves (grade) and the ease for extraction provide higher return on investment and reduce the operational risk involved. Medium risk: As the company progresses toward the acquisition of necessary licenses and environmental clearances, regulatory risks are reduced. Also, depending on the resource grade and the possible methodologies of extraction, an operational risk profile is assigned in comparison with peers. Geotechnical and other factors: Mining machinery transportation, implementation of new technology for operations, and availability of power supply in areas with complicated geological and climatic conditions determine operational risks. Other risks include chances of flooding, pit slope, rim slide and accidents caused by the use of mining transport equipment in adverse weather conditions. Low risk: A company that is in the advanced stages of development has attractive project characteristics such as ore grade, capex, opex. NPV and IRR too have low operational risk profile. Key Personnel Risk We consider a project to be of a lower risk profile if the management team is highly qualified, has a good experience in the resource sector and has lower dependability on a few people. It is desirable that the company has independent directors on its Board and does not rely heavily on a few individuals. We consider a project based on all the above parameters and assign high/medium/low risk profiles in comparison with their peers. Also, as the company moves to advanced stages, operational risk is reduced considerably. Maya Gold & Silver – Arrowhead BID Due Diligence and Valuation Report 17 TSX.V:MYA, OTC:MYAGF See important disclosures on page 21 of this report. Value The Fair Market Value of Maya Gold & Silver’s shares stands between CAD 53.12MM and CAD 84.51MM. The Fair Market Value for one Maya Gold & Silver’s publicly traded share stands between CAD 0.42 and CAD 0.66. Maya Gold & Silver Balance Sheet Forecast CONSOLIDATED BALANCE SHEET year ending Dec 31 all figures in '000 CAD, unless stated differently Low bracket estimates 2015E 2016E 2017E 2018E 2019E 2020E 2021E Total Current Assets Total Non-Current Assets 1,608 35,403 2,316 45,953 13,540 54,337 31,240 62,225 49,372 61,497 64,904 59,391 80,597 57,284 TOTAL ASSETS 37,011 48,269 67,878 93,465 110,869 124,295 137,880 Total Current Liabilities Total Non-current Liabilities 12,345 8,310 14,087 15,430 16,062 22,310 18,103 29,330 19,365 31,130 20,591 31,130 22,092 31,130 TOTAL LIABILITIES 20,655 29,517 38,372 47,434 50,496 51,721 53,222 Total Shareholders’ Equity 16,355 18,752 29,505 46,031 60,374 72,574 84,658 TOTAL LIABILITIES and EQUITY 37,011 48,269 67,878 93,465 110,869 124,295 137,880 Important information on Arrowhead methodology The principles of the valuation methodology employed by Arrowhead BID are variable to a certain extent, depending on the sub-sectors in which the research is conducted. However, all Arrowhead valuation researches possess an underlying set of common principles and a generally common quantitative process. With Arrowhead commercial and technical due diligence, the company researches the fundamentals, assets and liabilities of a company, and builds estimates for revenue and expenditure over a coherently determined forecast period. Elements of past performance such as price/earnings ratios, indicated as applicable, are mainly for reference. Still, elements of real-world past performance enter the valuation through their impact on the commercial and technical due diligence. Arrowhead BID Fair Market Value Bracket The Arrowhead Fair Market Value is given as a bracket. This is based on quantitative key variable analyses such as key price analysis for revenue and cost drivers or analysis and discounts on revenue estimates for projects, especially relevant to projects estimated to provide revenue near the end of the chosen forecast period. Low and high estimates for key variables are produced as a valuation tool. In principle, an investor comfortable with high brackets of our key variable analysis will align with the high bracket in the Arrowhead Fair Value Bracket, and, likewise, in terms of low estimates. The investor will also note the company’s intangibles to analyze the strengths and weaknesses, and other essential company information. These intangibles serve as supplementary decision factors for adding or subtracting a premium in investor’s own analysis. The bracket should be taken as a tool by Arrowhead BID for the reader of this report and the reader should not solely rely on this information to make his decision on any particular security. The reader must also understand that while on the one hand global capital markets contain inefficiencies, especially in terms of information, on the other, corporations and their commercial and technical positions evolve rapidly. This present edition of the Arrowhead valuation is for a short-to medium-term alignment analysis (one to twelve months). The reader should refer to important disclosures on page 21 of this report. Maya Gold & Silver – Arrowhead BID Due Diligence and Valuation Report 18 TSX.V:MYA, OTC:MYAGF See important disclosures on page 21 of this report. Information on the Maya Gold & Silver valuation Maya Gold & Silver’ valuation methodology: The Arrowhead fair valuation of Maya Gold & Silver is the based on the Discounted Cash Flow valuation method (DCF). We have presented a Sum-of-the-Parts valuation (SOTP) methodology, and have valued each projects separately due to different stages of the projects. Time horizon: The Arrowhead fair valuation for Maya Gold & Silver is based on a DCF method. The time period chosen for the valuation is the life of mine of the individual projects. While revenue is expected to ramp up during 2017-2018 as both Zgounder and Boumadine project will be operational, the later years are heavily discounted and have a marginal effect on valuation, which are included primarily to present a full project cycle situation. Underlying business plan: Maya Gold & Silver is currently focused on advancing exploration and development of its flagship project Zgounder Silver Mine. Terminal value: The terminal value is estimated to depend on a terminal growth rate of 0%, representing the maturity, technology change, and prospective competitiveness in the business. Prudential nature of valuation: This Arrowhead Fair Value Bracket estimate is a relatively prudential estimate, as it is based on the company’s current flagship projects – Zgounder and Boumadine (with a significant discount to Boumadine considering relatively early stages), and excludes the value of other projects – Amizmiz, Azegour, 233263 permit and Touchkal. Maya Gold & Silver – Arrowhead BID Due Diligence and Valuation Report 19 TSX.V:MYA, OTC:MYAGF See important disclosures on page 21 of this report. Key variables in Maya Gold & Silver revenue estimations Variable 1 – Hypothesis for production We have considered production to be in line with company estimates, including the increased production from flotation cells from FY16 onwards. Zgounder Ag Production (koz) 2015-2016 2016-2020 Low 500 1,300 High 570 1,400 For Boumadine project, we assume processing of Gold and Silver from surface tailings as part of Phase 1 production plan (scheduled in 2016). Post 2017, we have assumed production from underground deposits (incl. addition of flotation cells). We have applied 10% discount to arrive at LOW estimates. Boumadine 2016-2017 Production (koz) Silver(Ag) Gold (Au) Low 720 11.2 High 800 12.5 Silver(Ag) (koz) Gold (Au) (koz) Lead (Pb) (klbs) Zinc (Zn) (klbs) Low 630 11.7 1,350 9,900 High 700 13.0 1,500 11,000 Silver(Ag) (USD/oz) Gold (Au) (USD/oz) Lead (Pb) (USD/lbs) Zinc (Zn) (USD/lbs) Low 16.0 1,150 0.8 0.9 High 18.0 1,250 1.0 1.0 Boumadine 2017-2022 Production Variable 2 – Metal prices Price Variable 3 – Exchange rate We have estimated the USD/CAD exchange rate based on current and expected economic conditions. USD/CAD Exchange Rate Low 1.20 High 1.25 Variable 4 – Implied P/NPV multiple We have discounted the NPV of the project with P/NPV multiple to account for the inherent project risks, including the current stage and the timelines to bring the project to production. The P/NPV multiple, in conjunction with company’s interest in the project, is used to determine the implied equity value. Being at the advanced project stage, we have assumed a P/NPV multiple of 1.0x for Zgounder project. For Boumadine, we have estimated a multiple of 0.6x, accounting for the historical resources, mineralization and previous operations in the project, thus relatively reducing the project risk and increasing the probability of successful metallurgical and exploration program. P/NPV Zgounder Mine 1.0x Boumadine Mine 0.6x Maya Gold & Silver – Arrowhead BID Due Diligence and Valuation Report 20 TSX.V:MYA, OTC:MYAGF See important disclosures on page 21 of this report. Analyst Certifications and Important Disclosures Investors are advised to gather and consult multiple information sources before making investment decisions. Recipients of this report are strongly advised to read the information on Arrowhead Methodology section of this report to understand if and how the Arrowhead Due Diligence and Arrowhead Fair Value Bracket integrate alongside the rest of their stream of information and within their decision taking process. Past performance of securities described directly or indirectly in this report should not be taken as an indication or guarantee of future results. The price, value of, and income from any of the financial securities described in this report may rise as well as fall, and may be affected by simple and complex changes in economic, financial and political factors. Should a security described in this report be denominated in a currency other than the investor’s home currency, a change in exchange rates may adversely affect the price of, value of, or income derived from the security. This report is published solely for information purposes, and is not to be considered as an offer to buy any security, in any state. Other than disclosures relating to Arrowhead Business and Investment Decisions, LLC, the information herein is based on sources we believe to be reliable but is not guaranteed by us and does not purport to be a complete statement or summary of the available data. Arrowhead Business and Investment Decisions, LLC is not responsible for any loss, financial or other, directly or indirectly linked to any price movement or absence of price movement of the securities described in this report. Analyst Certifications I, Samarth Agrawal, certify that all of the views expressed in this research report accurately reflect my personal views about the subject security and the subject company. I, Kanniga Rajamanickam, certify that all of the views expressed in this research report accurately reflect my personal views about the subject security and the subject company Important disclosures Arrowhead Business and Investment Decisions, LLC received fees in 2014 and will receive fees in 2015 from Maya Gold & Silver Inc. for researching and drafting this report and for a series of other services to Maya Gold & Silver Inc., including distribution of this report, investor relations and networking services. Aside from certain reports published on a periodic basis, the large majority of reports are published by Arrowhead BID at irregular intervals as appropriate in the analyst’s judgment. Any opinions expressed in this report are statements of our judgment to this date and are subject to change without notice. This report was prepared for general circulation and does not provide investment recommendations specific to individual investors. As such, any of the financial or other moneymanagement instruments linked to the company and company valuation described in this report, hereafter referred to as “the securities”, may not be suitable for all investors. Investors must make their own investment decisions based upon their specific investment objectives and financial situation utilizing their own financial advisors as they deem necessary. Maya Gold & Silver – Arrowhead BID Due Diligence and Valuation Report 21 TSX.V:MYA, OTC:MYAGF See important disclosures on page 21 of this report. Valuation WACC 1.58% 1.0 Risk-free rate Beta xxi Production capacity xxii Risk premium 9.0% xxiii WACC 0.0% xxiv Max value Exchange rate Please refer to the Key Variable Section Min value 10.13% Terminal Growth Rate Commodity price Cumulative Cash Flows and Valuation FCFE (High) Time Period --> 2015E 2016E 2017E 2018E 2019E 2020E 2021E 2022E 3,596 12,680 31,550 44,989 37,698 29,759 29,553 29,347 29,139 46 (47) (243) (425) (5,782) (4,785) (4,749) (4,713) (4,676) Capital Expenditure (4,237) (19,208) (14,333) (14,625) (3,750) - - - - Free Cash Flow Present Value of FCF (596) (6,575) 16,974 29,939 28,165 24,974 24,804 24,634 24,463 (541) (5,421) 12,708 20,353 17,385 13,998 12,624 11,384 10,265 2015E 2016E 2017E 2018E 2019E 2020E 2021E 2022E 2023E 1,763 8,139 21,224 29,879 25,050 19,878 19,700 19,521 19,342 62 (15) (167) (310) (3,588) (3,071) (3,040) (3,009) (2,977) EBITDA Tax 2023E FCFE (Low) Time Period --> EBITDA Tax Capital Expenditure (4,189) (18,440) (13,760) (14,040) (3,600) - - - - Free Cash Flow Present Value of FCF (2,363) (10,315) 7,296 15,529 17,863 16,806 16,660 16,513 16,365 (2,146) (8,505) 5,462 10,557 11,026 9,420 8,479 7,631 6,867 In the model, the valuation is continued till 2028 from which point the terminal value is established. For all data see reference table below Arrowhead Fair Value Bracket High Low Implied value – Zgounder project 48,205 36,714 Implied value – Boumadine project 44,795 24,962 Implied value – Corporate (1,720) (1,720) xxv + Net Cash (6,839) (6,839) Equity Value Bracket 84,507 53,116 Shares Outstanding (in '000) 127,403 127,403 Fair Value Bracket 0.66 0.42 Current Market Price 0.220 0.220 Current Market Capital (CAD MM) 28.03 28.03 Target Market Capital (CAD MM) 84.51 53.12 in CAD ‘000 Maya Gold & Silver – Arrowhead BID Due Diligence and Valuation Report 22 TSX.V:MYA, OTC:MYAGF See important disclosures on page 21 of this report. Valuation – Zgounder project FCFE (High) Time Period --> 2015E 2016E 2017E 2018E 2019E 2020E 2021E 2022E 2023E 4,004 13,090 13,648 14,228 7,734 - - - - (64) (158) (165) (174) (961) - - - - (3,029) (4,375) - - - - - - - Free Cash Flow 912 8,558 13,482 14,055 6,772 - - - - Discount Factor Present Value of FCF 0.91 0.82 0.75 0.68 0.62 0.56 0.51 0.46 0.42 828 7,056 10,094 9,554 4,180 - - - - 2015E 2016E 2017E 2018E 2019E 2020E 2021E 2022E 2023E 2,172 8,549 8,890 9,244 4,996 - - - - (48) (125) (131) (138) (486) - - - - Capital Expenditure (3,029) (4,200) - - - - - - - Free Cash Flow (905) 4,224 8,759 9,106 4,510 - - - - EBITDA Tax Capital Expenditure FCFE (Low) Time Period --> EBITDA Tax Discount Factor Present Value of FCF 0.91 0.82 0.75 0.68 0.62 0.56 0.51 0.46 0.42 (821) 3,483 6,558 6,190 2,784 - - - - Implied Value Bracket – Zgounder High Low 56,712 43,193 1.0x 1.0x Maya’s interest in the project 85.0% 85.0% Implied Equity value 48,205 36,714 in CAD ‘000 xxvi Present Value of FCF + TV Implied P/NPV Maya Gold & Silver – Arrowhead BID Due Diligence and Valuation Report 23 TSX.V:MYA, OTC:MYAGF See important disclosures on page 21 of this report. Valuation – Boumadine project FCFE (High) Time Period --> 2015E 2016E 2017E 2018E 2019E 2020E 2021E 2022E 2023E - - 18,313 31,172 30,375 30,171 29,966 29,759 29,552 (4,788) EBITDA Tax - - (188) (362) (4,932) (4,896) (4,860) (4,824) Capital Expenditure (1,208) (14,833) (14,333) (14,625) (3,750) - - - - Free Cash Flow (1,208) (14,833) 3,792 16,185 21,693 25,275 25,106 24,935 24,764 Discount Factor Present Value of FCF 0.91 0.82 0.75 0.68 0.62 0.56 0.51 0.46 0.42 (1,097) (12,230) 2,839 11,003 13,391 14,166 12,777 11,523 10,391 2015E 2016E 2017E 2018E 2019E 2020E 2021E 2022E 2023E EBITDA - - 12,744 21,047 20,466 20,290 20,112 19,934 19,755 Tax - - (147) (283) (3,213) (3,182) (3,151) (3,120) (3,088) FCFE (Low) Time Period --> Capital Expenditure (1,160) (14,240) (13,760) (14,040) (3,600) - - - - Free Cash Flow (1,160) (14,240) (1,163) 6,723 13,653 17,108 16,961 16,814 16,666 Discount Factor Present Value of FCF 0.91 0.82 0.75 0.68 0.62 0.56 0.51 0.46 0.42 (1,053) (11,741) (870) 4,571 8,428 9,589 8,632 7,770 6,993 Implied Value Bracket – Boumadine High Low 87,833 48,944 0.6x 0.6x Maya’s interest in the project 85.0% 85.0% Implied Equity value 44,795 24,962 in CAD ‘000 Present Value of FCF + TV Implied P/NPV Maya Gold & Silver – Arrowhead BID Due Diligence and Valuation Report 24 TSX.V:MYA, OTC:MYAGF See important disclosures on page 21 of this report. Notes and References i ii iii iv v vi vii viii ix x xi xii xiii xiv xv xvi xvii xviii xix xx xxi xxii xxiii xxiv xxv xxvi Arrowhead Business and Investment Decisions (ABID) Fair Value Bracket. See information on valuation on pages 18-24 of this report and important disclosures on page 21 of this report Bloomberg as on 28-Apr-2015 Bloomberg as on 28-Apr-2015 30-day average volume from Bloomberg as on 28-Apr-2015 Bloomberg as on 28-Apr-2015 Source: ONHYM Source: Pre-Feasibility study report of Zgounder silver mine https://www.silverinstitute.org/site/supply-demand/silver-production/ http://mayagoldsilver.com/wp-content/uploads/2013/02/MoM-Zgounder-Jan-Feb-2013.pdf Source: ONHYM http://mayagoldsilver.com/properties/zgounder/ http://www.webelements.com/silver/ http://www.lenntech.com/periodic/elements/ag.htm http://www.mineweb.com/news/silver/global-silver-production-3-8-2014/ http://minerals.usgs.gov/minerals/pubs/commodity/silver/mcs-2015-silve.pdf http://www.lenntech.com/periodic/elements/ag.htm https://www.silverinstitute.org/site/supply-demand/silver-demand/ https://www.silverinstitute.org/site/supply-demand/silver-supply/ http://www.investing.com/commodities/silver https://www.silverinstitute.org/site/silver-price/historical-prices/london-fix-price/ Bloomberg as on 14-Jan-2015 Arrowhead Estimate Bloomberg as on 14-Jan-2015 Arrowhead Estimate Company’s cash and cash equivalents, less debt position (incl. Credit facility and debentures) – as on Sep 30, 2014. Includes impact of the CAD 1.2MM private placement in March 2015 Includes USD 25MM replacement value of the cyanidation process Maya Gold & Silver – Arrowhead BID Due Diligence and Valuation Report 25 TSX.V:MYA, OTC:MYAGF See important disclosures on page 21 of this report.
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