Presentation for Investors February 2017 1 Click to edit Master - - PowerPoint PPT Presentation

1

Click to edit Master title style

February 2017

Presentation for Investors

2

Click to edit Master title style

2

Information contained in this presentation concerns Nord Gold S.E., a company organized and existing under the laws of United Kingdom (the “Company”, and together with its subsidiaries, the “Group”), and is for general information purposes only. The opinions presented herein are based on general information gathered at the time of writing and are subject to change without notice. The Company relies on information obtained from sources believed to be reliable but does not guarantee its accuracy or completeness. These materials may contain forward-looking statements regarding future events or the future financial performance of the Group. One can identify forward looking statements by terms such as “expect”, “believe”, “estimate”, “anticipate”, “intend”, “will”, “could”, “may”, or “might”, the negative of such terms or other similar expressions. These forward-looking statements include matters that are not historical facts and statements regarding the Group’s intentions, beliefs or current expectations concerning, among other things, the Company’s results of operations, financial condition, liquidity, prospects, growth, strategies, and the industry in which the Group

• perates. By their nature, forward-looking statements involve risks and uncertainties, because they relate to events and depend on

circumstances that may or may not occur in the future. The Company cautions you that forward-looking statements are not guarantees

• f future performance and that the Groups’ actual results of operations, financial condition, liquidity, prospects, growth, strategies and

the development of the industry in which the Group operates may differ materially from those described in or suggested by the forward-looking statements contained in these materials. In addition, even if the Group’s results of operations, financial condition, liquidity, prospects, growth, strategies and the development of the industry in which the Group operates are consistent with the forward-looking statements contained in these materials, those results or developments may not be indicative of results or developments in future periods. The Company does not intend to update these statements to reflect events and circumstances

• ccurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ

materially from those contained in forward-looking statements of the Company, including, among others, general economic conditions, the competitive environment, risks associated with operating in the states where the Group operates, changes in the world [gold] market, as well as many other risks specifically related to the Group and its operations. No reliance may be placed for any purposes whatsoever on the information contained in this presentation or on its completeness, accuracy or fairness. The information in this presentation is subject to verification, completion and change. Accordingly, no representation or warranty, express or implied, is made or given by or on behalf of the Company or any of its shareholders, directors, officers or employees or any

• ther person as to the accuracy, completeness or fairness of the information or opinions contained in these materials. None of the

Company nor any of its shareholders, directors, officers or any other person accepts any liability whatsoever for any loss howsoever arising from any use of the contents of this presentation or otherwise arising in connection therewith. The presentation and the information contained herein does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities of the Company have not been, and will not be, registered under the US Securities Act of 1933, as amended (the “Securities Act”). Accordingly, the securities of the Company may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities

• Act. The Company does not intend to conduct a public offering of any securities in the United States.

Disclaimer

3

Click to edit Master title style

3

Source: FactSet as of 8 February 2017. Note: (1) As of 9M2016. (2) As of 1 January 2012. (3) As of 31 December 2015.

… Didn’t Lead to GDR Price Appreciation Strong Operational and Financial Performance …

Nordgold’s GDR Price Since Listing (US$) 19-Oct-2012 ♦ Trading started on 19 January 2012 after the completion of split-off from Severstal 17-Jan-2013 Nov-2013 19-Jan-2012 ♦ Announced offer for outstanding shares in HRG to streamline the corporate structure ♦ Completed construction of Bissa mine on time and within budget ♦ Adopted a new dividend policy with 30% payout ratio of net profit

1 2 3 4

24-Feb – 31-Dec-2015 ♦ Executed a US$30m buyback programme

5

19-Sep-2016 ♦ Launched Bouly gold heap leach operation in Burkina Faso on time and below budget

6

Nordgold Listing History

2012 2016

Production (koz) 717 869 Cash Cost (US$/oz) 836 644(1) Number

• f Mines

8 9 Reserves (moz) 12.7(2) 14.0(3)

1 2 3 4 5 6 7 8 9 10 Jan-12 Aug-12 Mar-13 Sep-13 Apr-14 Nov-14 Jun-15 Dec-15 Jul-16 Feb-17 Rebased to Nordgold Stock Price Gold Price (rebased to Nordgold stock price) Nordgold (24.9)% (56.2)%

3 1 2 4 5 5 6

8-Feb GDR Close Price: US$3.42

4

Click to edit Master title style

4

Corporate Optimisation

♦ Simplified corporate structure through consolidation of HRG and Buryatzoloto minority shareholders

• Shares exchange element of HRG consolidation led to increase of free-float from 10.6% to 15.6%

Capital Return to Shareholders

♦ Since listing the Company consistently generated meaningful Free Cash Flow ♦ Focused on delivering dividends to its shareholders – 4.4% average dividend yield since IPO(1) among the highest in the industry ♦ US$31 million share buyback programme in 2015 and 2016 ♦ Q4 2016 dividends to be paid prior to completion of GDR Buyback

Track Record of Achieving Operating Targets

♦ For 4 years since 2012 production increased by 21% whereas TCC declined by 23% in the inflationary environment ♦ Successful launch of Bissa and Bouly – ahead of schedule and within budget; steadily advancing series of

• ther projects in Russia, French Guiana and Canada

♦ Increase in reserves from 12.7 moz to 14.0 moz ♦ Disciplined M&A strategy – value accretive acquisitions with strict criteria (Northquest, Ronguen Gold Project, Columbus Gold)

Commitment to Corporate Governance and Transparent Market Communication

♦ Strong Independent Board ♦ Regular participation of senior management in conferences / investor meetings ♦ Detailed quarterly operating and financial reporting ♦ Guidance on costs / production targets; track record of over delivery in most years ♦ Regular CMDs

Source: Company data, Bloomberg. Note: (1) According to Bloomberg.

Nordgold’s Efforts to Deliver Value to Shareholders

5

Click to edit Master title style

5

Elimination of public value benchmark would enhance Nordgold’s strategic flexibility



Strong balance sheet provides access to capital for operating and strategic initiatives in near-term



Low liquidity and trading volumes restrain GDRs price to fully reflect Nordgold’s fundamental value



Potential shareholder value creation through a fully-marketed re-listing subject to market conditions



At current trading levels, an equity placing to increase liquidity expected to be prohibitively dilutive for existing shareholders



Source: Bloomberg, FactSet. Market data as of 8 February 2017.

Limited Free Float Driving Under-Valuation

3M Avg. Daily Trading Volume

US$ m

FV / EBITDA 2017E % Free Float

5.0x 12.3x 6.3x 7.1x 3.6x 7.4x 4.8x 6.2x 5.3x

3.7x 9.3%

97.5% 95.5% 99.5% 74.8% 87.8% 99.8% 36.0% 46.8% 74.1%

65.0 25.7 21.6 15.9 11.9 10.7 5.1 3.4 0.2 0.1 Randgold IAMGOLD Anglogold Polymetal Gold Fields Semafo Acacia Highland Gold Petropavlovsk Nordgold

6

Click to edit Master title style

6

♦ Tender period for GDRs prior to de-listing: 9 February – 16 March 2017 ♦ Expected de-listing date: 9 March 2017 ♦ Expected future tender offers for shares: after the announcement of HY 2017, FY 2017, HY 2018 and FY 2018 financial results Indicative Timeline ♦ Depository Agreement is expected to be terminated on 21 March 2017 ♦ GDR holders who wish to retain their shares in the Company following the De-listing must present their GDRs to the Depositary for cancellation prior to the above date GDRs Programme Termination ♦ The Company welcomes existing shareholders to continue owning Nordgold’s shares post-delisting ♦ Recognising that not all investors will be able/willing to hold the unlisted shares, the Company has also provided

• ptionality to tender the GDRs back to the Company at $3.45 per GDR representing the 5-day VWAP prior to

de-listing announcement ♦ In addition, shareholders choosing to remain post de-listing will have the right to tender their shares back to the Nordgold on four occasions following the de-listing date, at a fixed price of US$3.45 per share Optionality Provided to Shareholders ♦ On 9th February 2017 Nordgold announced intention to cancel the listing of its Global Depositary Receipts (“GDRs”) from the Official List and from trading on the London Stock Exchange (“LSE”) in accordance with Listing Rule 5.2.8. Intention to De-List ♦ Decision to de-list has been approved by the Board and doesn’t require shareholder approval ♦ Shareholder approval is required to authorise the Company to make purchases required to effect the GDR Buyback ♦ For share tenders in 2017 – 2019, Nordgold will seek separate shareholder approvals post de-listing. Major shareholder has undertaken to vote in favour of GDR and future share tender offers Approvals

Transaction Overview

7

Click to edit Master title style

7

Future Tender Offers – Precise Dates To Be Announced by Nordgold in Advance of the Relevant Tender Offers

27 February 2017 ♦ General meeting to authorise the Company to make off-market purchases for the purposes of effecting the GDR Buyback 9 February – 16 March 2017 ♦ GDRs tender offer period; GDR holders could tender their securities at a price of US$3.45 per GDR ♦ GDRs tender offer starts before the shareholder vote. Major shareholder undertakes to support GDRs buyback 9 February 2017 ♦ De-listing announcement ♦ Notice to call General Meeting 9 March 2017 ♦ Completion of de-listing After Publication of HY 2017 Results ♦ 1st tender offer after delisting at a price of US$3.45 per share After Publication of FY 2017 Results ♦ 2nd tender offer after delisting at a price of US$3.45 per share After Publication of HY 2018 Results ♦ 3rd tender offer after delisting at a price of US$3.45 per share After Publication of FY 2018 Results ♦ 4th tender offer after delisting at a price of US$3.45 per share 17 March 2017 ♦ Announcement of tender offer results by 20 March 2017 ♦ Surrender by Company of GDRs and cancellation thereof 21 March 2017 ♦ Termination of Deposit Agreements

Indicative Timeline and Key Events

8

Click to edit Master title style

8

♦ Additionally, shareholders will have an opportunity to remain Nordogld shareholders and option to tender shares on four occasions following the de-listing(1) at US$3.45 per share ♦ Continued exposure to Nordgold’s equity story and its international development programme ♦ Downside protection through possibility to sell at pre-defined price ♦ Liquid exit opportunities via semi-annual tender offers ♦ Sizeable “option value” granted to shareholders deciding to stay ♦ Further benefits from consistent dividend payments ♦ Nordgold will continue adhering to high standards of corporate governance as well as regular

• perating and financial disclosure

Continue Owning Nordgold Shares Post-delisting

3 ♦ Trading in Nordgold’s GDRs is expected to continue until the completion of de-listing on 9th March 2017 ♦ GDR holders who do not wish to tender or hold Nordgold’s securities could sell them on the open market prior to the de-listing ♦ Those shareholders who hold GDRs on March 2, 2017 will receive Q4 dividends

Sell in the Market

1 ♦ GDR’s could be tendered back to the Company between 9 February and 16 March 2017 at a price of US$3.45 per GDR ♦ Those shareholders who hold GDRs on March 2, 2017 will receive Q4 dividends

Tender GDRs/Shares Back to Nordgold

2

(1) The timing of the subsequent buybacks will coincide with the publication of the Company’s half year results for the financial periods ending 30 June 2017 and 30 June 2018 and the Company’s full year results for the financial periods ending 31 December 2017 and 31 December 2018.

Optionality Provided to Institutional Shareholders

9

Click to edit Master title style

9

♦ Shortly following the De-listing and the GDR Buyback, Nordgold intends to terminate the Depositary Agreement ♦ GDR Holders who wish to remain shareholders in Nordgold after the de-listing must present their GDRs to the Depositary for cancellation prior to the Termination Date (currently expected on 21 March 2017) in exchange for ordinary shares

• To prevent double counting of votes, the Depositary’s books will be closed from 3 February to 25 February, in the run

up to the General Meeting. GDR holders will be able to cancel their GDRs from 26 February ♦ If GDRs are not cancelled prior to Termination Date, Depository may sell the underlying ordinary shares and hold the cash proceeds (minus expenses) on trust non-segregated accounts for the pro-rata benefit of GDR holders who didn’t surrender GDRs ♦ Details of the process to be followed by GDR Holders will be separately circulated by the Depositary to GDR Holders 9 February 2017 ♦ Notices from Company to Depository terminating Deposit Agreements From 26 February 2017 ♦ GDR holders able to surrender GDRs, and receive Ordinary Shares in certificated or uncertificated form 21 March 2017 ♦ Termination of Deposit Agreements 21 September 2017 ♦ Depository able to sell unclaimed shares underlying outstanding GDRs to the Company at the tender offer price. Depository will then hold proceeds on trust for GDR holders who have not cancelled their GDRs Key Dates

GDR Programme Termination

10

Click to edit Master title style

10

   

Commitment to best-in-class corporate governance on an ongoing basis



Retention of full “public” management team and Board



Focus on near-term (Bouly ramp-up, Gross start-up) and long-term (significant exploration activities) transformation of operating platform



Intention to re-IPO with an enhanced operating portfolio and broader shareholder base



Commitment to continuing to deliver shareholder value via Free Cash Flow generation and attractive dividend level



Continued analysis of strategic opportunities to enhance portfolio



Nordgold Intends to Continue to Transform its Business Post De-listing