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Financing Opportunities for Mining Ventures and Going Public with the TSX Venture CPC Program

Tim Babcock

Director, Listed Issuer Services

TSX Venture Exchange

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Disclaimer

This document is for information purposes only and is not an invitation to purchase securities listed on Toronto

Stock Exchange and/or TSX Venture Exchange or Natural Gas Exchange. TMX Group Inc. and its affiliates do

not endorse or recommend any securities referenced in this document. Please seek professional advice to

evaluate specific securities.

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companies represents, warrants or guarantees the accuracy or the completeness of the information. You agree

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This information is provided with the express condition, to which by making use thereof you expressly consent, that

no liability shall be incurred by TMX Group Inc. and/or any of its affiliates as a result of any errors or

inaccuracies herein or any use or reliance upon this information.

© 2009 TMX Group Inc.

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Contents

1. Globally Competitive Exchanges

2. Experts in Mining

3. TSX Venture Exchange and the Capital Pool Company Program

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TMX Group is a Multi-Asset Class Market Leader

(53% Ownership)

(47% Ownership)

(19.9% Ownership)

Data

Energy

Derivatives

Fixed Income

Equities

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8th largest exchange groupBased on domestic market cap of listed issuers on TSX and TSXV (WFE, Dec 2008)

1st in North America

2nd

globally Based on number of listed issuers on TSX and TSXV (WFE, Dec 2008)

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Toronto Stock Exchange and TSX Venture Exchange

7th largest exchange group By equity capital raised (WFE, Dec 2008)

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2,262 companies45 graduates in 200872 graduates in 2007 1,570 companies

TSX Venture Exchange

• Access to capital for earlier stage companies or smaller financings

• Total market cap of $17.0 Billion & average market cap of $7.5MM

• Cost effective stepping stone for international companies looking to list on a quality North American market

• Exchange mandate to mentor management of newly public companies

• Streamlined graduation to TSX when senior market requirements are met

• 102 year history

Toronto Stock Exchange

• Senior market for well established businesses and management teams with experience in public markets

• Total market cap of $1.3 Trillion & average market cap of $815MM

• 32% of TSX issuers >$500M are interlisted on a US exchange

• Access to larger, more international institutional investors and greater analyst coverage

• Globally visible specialized indices

• 156 year history

Unique Market Structure

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Investor Relations is key to success

The Equicom Group is a leading Investor Relations consulting firm

and a trusted resource in the capital markets.

Service Offerings IR strategy Financial media relations Broker relations Investor roadshows News releases and filings

(SEDAR)

www.equicomgroup.com

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Contents

1. Globally Competitive Exchanges

2. Experts in Mining

3. TSX Venture Exchange and the Capital Pool Company Program

9Source: Exchange Websites *Includes RTOs and QTs on TSXV

684

21684 68 55 48

1427

TSXTSXV

ASX LSE-AIM

HKEx NYSEAmex

J SE NYSE

TOTAL NUMBER OF MINING ISSUERS

299 5 3 3 2

138

TSXTSXV*

ASX LSE-AIM NYSEAmex

NYSE HKEx JSE

More mining companies are listed on TMX equity exchanges than any other market in the world

NUMBER OF NEW MINING LISTINGS IN 2008

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43%

18% 14%4% 2% 1% 0% 0% 0%1%

8% 9%15% 13% 16%

9% 6% 10%16% 14%

<1 1-5 5-10 10-25 25-50 50-100 100-250 250-500 500-1B >1B

TSX Venture TSX

Our exchanges have the most diversified roster of public mining companies by stage of development

MARKET CAPITALIZATION OF TORONTO STOCK EXCHANGE AND TSX VENTURE EXCHANGE MINING ISSUERS (C$M)April 30 2009

Toronto Stock Exchange mining issuer base: 344 issuers, $229.4B Market Cap

TSX Venture Exchange mining issuer base (excludes NEX): 1077 issuers, $12.3B Market Cap

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Other* , 3, 2%

China, 10, 8%

Central & S.America, 4, 3%

South Africa/ Africa, 11,

9%

UK/ Europe, 13, 10%

USA, 59, 47%

Australia/ New Zealand/ Papua New Guinea, 27,

21%

Life Sciences, 11, 4%

Cleantech, 15, 5%

Financial Services & Products, 18,

7%

Tech, 16, 6%

Oil & Gas, 27, 10%

Mining, 123, 45%

Diversified Industries, 63,

23%

Exposure to different countries through the mining sector on TMXExposure to different countries through the mining sector on TMX

*Other includes Caribbean, Channel Islands, Guernsey

TMX Group Mining International Listings

by Country/Region

TMX Group International Listings by Sector

We have 123 international mining companies – the most of any exchange in the world

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Our mining companies have operations around the world

Source: InfoMine

50% of the 10,000+ mineral exploration projects held by TSX and TSXV companies are outside of Canada

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Mining sector activity has increased in the first five months of 2009

QTs = Qualifying Transactions on TSX Venture Exchange

4 New Mining Listings4 New Mining Listings

25 New Mining Listings(Includes 14 Mining QTs) 25 New Mining Listings

(Includes 14 Mining QTs)

Q1 Value of Mining Equity Financings (C$ Millions)

Source: Gamah International, YTD March 2009Compiled by TMX Group

8129165

885

1,876

4,233

3,250

TSX- TSXVenture

NYSE ASX LSE- AIM Hong Kong NASDAQ Other

39

356 financings

1

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May 31 2009:339 Mining Companies on TSX

Market Cap C$276.8B (up 34% since Dec.31.2008)

1079 Mining Companies on TSXVMarket Cap C$13.8B

(up 58% since Dec.31.2008)

May 31 2009:339 Mining Companies on TSX

Market Cap C$276.8B (up 34% since Dec.31.2008)

1079 Mining Companies on TSXVMarket Cap C$13.8B

(up 58% since Dec.31.2008)

Equity Capital Raised YTD May 2009:TSX: C$6.02B

TSXV: C$0.676B

(represents 80% of the total mining equity capital raised on TSX and TSXV in all of 08)

Equity Capital Raised YTD May 2009:TSX: C$6.02B

TSXV: C$0.676B

(represents 80% of the total mining equity capital raised on TSX and TSXV in all of 08)

1 2

4

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Mining activity on Toronto Stock Exchange has increased in the last five months

$88

$537

$1,507

$212$102

$1,018

$345

$63 $44 $95

$239

$1,032

$254

$2,113

$1,970

$1,452

0

500

1000

1500

2000

2500

Jan-08 Feb-08 Mar-08 Apr-08 May-08 Jun-08 Jul-08 Aug-08 Sep-08 Oct-08 Nov-08 Dec-08 Jan-09 Feb-09 Mar-09 Apr-09

Eq

uit

y C

ap

ital

Ra

ised

(C

$M)

0

50

100

150

200

250

300

350

400

450

Ma

rke

t Ca

pita

lizatio

n (C

$B

)

Mining Equity Capital Raised on TSX (C$M) TSX Mining Market Cap (C$B)

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Contents

1. Globally Competitive Exchanges

2. Experts in Mining

3. TSX Venture Exchange and the Capital Pool Company Program

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Going Public Activity on TSX Venture ExchangeGoing Public Activity on TSX Venture Exchange

2004 2005 2006 2007 2008

IPO CPC IPO RTO QT Other

237259

281

366

329

Companies list on TSXV and TSX using various listing vehicles

2004 2005 2006 2007 2008IPO Company IPO Income TrustIPO ETF/Structured Product TSX Venture GraduateOther

204

Going Public Activity on TSXGoing Public Activity on TSX

197

223207

126

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Capital Pool Company (CPC) Program is a unique reverse merger listing vehicle

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Capital Pool Company (CPC™) Program:

• 2,021 listed since program inception (1987)

• 79% of CPCs have completed their QT

• 247 former CPCs currently trade on a senior exchange

• 22% of the 45 graduates to TSX in 2008 were CPCs

– 28% of the 72 graduates to TSX in 2007 were CPCs

• On average since 2004, 8% of TSX’s new listings were CPCs

• A new clean CPC shell has none of the hidden costs of a shell with previous operating history

Successful Track Record of the CPC™ Program

As at December 31, 2008

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Why/When a CPC

• Alternative access to capital; Retain higher ownership• Want to be public company (M&A currency, stock options, visibility)• Greater flexibility, certainty and control in the process• Going public risk reduced

• Management• Long term strategy to grow as a public company• Reasonable valuation = Viable share structure• Investor support• Appropriate advisors (lawyer, broker, investment banker)

Company Wants/ Needs

Critical Success Factors

• Company is too early stage for a broadly distributed regular IPO• IPO market is not strong enough in general• VC financing is not viable or management prefers not to use• Market appears to reward growth business of target company’s

sector

Market Conditions

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TSX Venture graduates have succeeded in the senior market

31 Companies that started on TSXV are now in S&P/TSX Comp Index(11 were former CPCs)

Alamos Gold Inc.AltaGas Income TrustBaytex Energy TrustBirchcliff Energy Ltd.Boardwalk Real Estate Investment TrustCalloway Real Estate Investment TrustCrescent Point Energy TrustDaylight Resources TrustEnsign Energy Services Inc.European Goldfields LimitedFirst Quantum Minerals Ltd.HudBay Minerals Inc.Lundin Mining CorporationNew Gold Inc.Niko Resources Ltd.Osisko Mining Corporation

Pacific Rubiales Energy Corp.Pan American Silver Corp.Pason Systems Inc.Petrobank Energy And Resources Ltd.Peyto Energy TrustPrecision Drilling TrustProvident Energy TrustRed Back Mining Inc.Savanna Energy Services Corp.Silver Standard Resources Inc.Silver Wheaton Corp.Silvercorp Metals Inc.Tanzanian Royalty Exploration CorporationThompson Creek Metals Company Inc.Vermilion Energy Trust

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Tim BabcockDirector, Listed Issuer ServicesTSX Venture Exchange416-365-2202 Email: tim.babcock@tsxventure.com

Greg FerronSenior Manager, Global MiningToronto Stock Exchange & TSX Venture Exchangegreg.ferron@tsx.com416.947.4477