1. A Leading Junior Silver Producer in the Americas
Proposed Business Combination of
Scorpio Mining and U.S. Silver & Gold
November 2014
2. Creating a Leading Junior Silver Producer in the Americas
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Cautionary Statement
This presentation contains "forward-looking information" within the meaning of applicable securities laws. Forward-looking information includes, but is not limited to, expectations, intentions, plans, assumptions and beliefs with respect to, among other things, the proposed transaction, the combined company following completion of the transaction and its operations, and the assumption for the reduction of total resources at El Cajón utilized by U.S. Silver & Gold for purposes of modelling the transaction. Often, but not always, forward-looking information can be identified by forward- looking words such as "anticipate", "believe", "expect", "goal", "plan", "intend", "estimate", "may", "assume" and "will" or similar words suggesting future outcomes, or other expectations, beliefs, plans, objectives, assumptions, intentions, or statements about future events or performance. Forward-looking information is based on the opinions and estimates of the applicable company as of the date such information is provided and is subject to known and unknown risks, uncertainties, and other factors that may cause the actual results, level of activity, performance, or achievements of the applicable company to be materially different from those expressed or implied by such forward looking information. This includes the ability to develop and operate the properties of the combined company, risks associated with the mining industry such as economic factors (including future commodity prices, currency fluctuations and energy prices), failure of plant, equipment, processes and transportation services to operate as anticipated, environmental risks, government regulation, actual results of current exploration activities, possible variations in ore grade or recovery rates, permitting timelines, capital expenditures, reclamation activities, social and political developments and other risks of the mining industry. Although each of Scorpio Mining and U.S. Silver & Gold has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated, or intended. Readers are cautioned not to place undue reliance on such information. By its nature, forward-looking information involves numerous assumptions, inherent risks and uncertainties, both general and specific those contribute to the possibility that the predictions, forecasts, and projections of various future events will not occur. Each of Scorpio Mining and U.S. Silver & Gold undertakes no obligation to update publicly or otherwise revise any forward-looking information whether as a result of new information, future events or other such factors which affect this information, except as required by law.
U.S. Silver & Gold management has intensively reviewed Scorpio Mining’s El Cajón asset as part of its due diligence process, including the potential boundary movement and related impact to mineral resources. While the final location of the concession boundary remains subject to confirmation, based on its review of the current facts, U.S. Silver & Gold has assumed a potential reduction of total resources at El Cajón of 40% to 50% for purposes of evaluating the transaction and this assumption is reflected in this presentation. Readers are cautioned that such assumption for the reduction in total resources at El Cajón utilized by U.S. Silver & Gold for purposes of evaluating the transaction is an assumption of U.S. Silver & Gold only, and is not a statement of, or otherwise endorsed by, Scorpio Mining, and the actual reduction in total resources at El Cajón may differ materially from the assumption of U.S. Silver & Gold, including because the concession boundaries underlying the El Cajón deposit have not yet been confirmed by the Dirección General de Regulación Minera and the technical work to determine resources based on such confirmed boundaries has not yet been conducted. Scorpio Mining intends to prepare an updated mineral resource estimate for its El Cajón deposit and a revised technical report, prepared in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects, following the Dirección General de Regulación Minera's final confirmation of the concession boundaries underlying the El Cajón deposit.
An additional cautionary note to investors – In the event that we use certain terms in this presentation, such as “resource”, “measured resource”, “indicated resource” and “inferred resource”, U.S. investors are cautioned that, while such terms are recognized and required by Canadian securities laws, the United States Securities and Exchange Commission does not recognize them. Under U.S. standards, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination has been made. U.S. investors should not assume that all or any part of measured or indicated resources will ever be converted into reserves. In addition, “inferred resources” have a great amount of uncertainty as to their existence and as to whether they can be mined legally or economically. Accordingly, information concerning descriptions of mineralization in this presentation may not be comparable to information made public by companies that are subject to the SEC’s Industry Guide 7.
Some of the potential quantities and grades disclosed are conceptual in nature, there has been insufficient exploration to define a mineral resource on all of the mineralization at the Galena Complex and it is uncertain if further exploration will result in certain targets being delineated as a mineral resource.
Mr. Daren Dell, Vice President, Technical Services of U.S. Silver & Gold and a Qualified Person under National Instrument 43-101, has approved the applicable contents of this presentation.
Scorpio Mining's President and CEO, Mr. Pierre Lacombe, Eng., is a Qualified Person as defined under National Instrument 43-101 and has reviewed and approved the applicable contents of this presentation.
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Compelling Investment Thesis
Diversified production base with annual production of approximately 5 Mozs of silver equivalent
Further declining cash costs as operations are optimized and G&A synergies are realized
Strong financial position, increased market profile and enhanced trading liquidity
Proven management team and Board – combining the best of both companies
Robust reserve and resource base to sustain long-life operations
Sustainable production at current prices with growth from internal projects
Greater access to capital to take advantage of current market opportunities
Compelling value proposition – leading leverage and attractive relative valuation
Source: Internal estimates. Note: Silver equivalent calculated using US$20.00/oz Ag, US$3.00/lb Cu, US$0.90/lb Pb, and US$1.00/lb Zn
Creating a Leading Junior Silver Producer in the Americas Led by Top Tier Management
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Business Combination Terms
Source: Bloomberg, company disclosure
Proposed Transaction
•Scorpio Mining Corporation (“Scorpio Mining”) to acquire all of the issued and outstanding common shares of U.S. Silver & Gold Inc. (“U.S. Silver & Gold”) via Plan of Arrangement
•Pro forma basic market capitalization of C$65 million
•Pro forma basic ownership of 59% Scorpio Mining / 41% U.S. Silver & Gold
Consideration
•1.68 Scorpio Mining shares per U.S. Silver & Gold share, representing C$0.33 per share
Approvals
•U.S. Silver & Gold shareholder vote (66⅔% of shareholder votes cast)
•Scorpio Mining shareholder vote (simple majority of shareholder votes cast)
•Customary regulatory and court approvals
Other Terms
•Customary non-solicitation covenants and rights to match
•Termination fees: 4% of equity value of applicable party
•Transaction unanimously recommended by respective Boards
•Lock-ups in place, representing approximately 17.5% of Scorpio Mining shareholders and approximately 19.6% of U.S. Silver & Gold shareholders
Timing
•Mailing of meeting materials by mid-November
•Shareholder meetings by mid-December
•Closing expected by year-end
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Proven Management and Board of Directors
Combines Strong Leadership Strength and Broad Technical Skills
Chairman
President, CEO & Director
Peter Hawley
Darren Blasutti
Three Additional Directors from Scorpio Mining
Four Directors from U.S. Silver & Gold in addition to the President & CEO
Best in Class Management Team Combining Strengths of Both Companies
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Mutual Benefits of the Merger
Mutually Beneficial Transaction Supported by Strong Rationale
Diversifies production with multiple producing mines in attractive jurisdictions
Expands management capabilities, adding proven financial and operating expertise
Adds immediate production and cash flows from an established mine with declining cash costs
Enhances leverage to higher commodity prices with the addition of low capital brownfield growth
Increases overall balance sheet strength and adds cash flow from a well-established operation
Adds additional near-term production and cash flow through development and expansion of low risk assets
Provides a prospective operating platform in Mexico to drive potential future opportunities
Enhances ability to fund internal brownfield expansion projects in higher commodity price environments
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Optimized Corporate Structure and Asset Base
Source: Internal estimates
Potential to save $2 million to $3 million per annum by reducing corporate and mine site G&A
Eliminate Duplicate G&A Costs
Future Benefits to the Combined Company
Potential to save $2 million to $3 million per annum by implementing strict cost controls and productivity improvements
Optimize Current Operations
Allocate existing financial resources appropriately over a larger universe of internal and external opportunities
Efficient Allocation of Capital
Creating a More Efficient and Financially Stronger Company
8. Creating a Leading Junior Silver Producer in the Americas 8
Strict Focus on Cost and Productivity Improvements
Source: Company disclosure
1. Calculated per silver industry standards. 2. Silver industry cash cost plus all development, capital expenditures, exploration spending and mine G&A
Trending in the Right Direction
$10
$15
$20
$25
$30
$35
Cash Cost All-In Sustaining Cost
US$/oz Ag
Q3/12
Q4/12
Q1/13
Q2/13
Q3/13
Q4/13
Q1/14
Q2/14
The U.S. Silver & Gold Experience
1 2
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Pro Forma Capitalization
1. Based on the share exchange ratio of 1.68 SPM shares per USA share Source: Bloomberg, company disclosure; Note: Balance sheet items as of September 30, 2014, assuming a USD:CAD exchange rate of 0.88
As at November 7, 2014
Scorpio Mining
U.S. Silver
& Gold
Pro Forma1
Basic Shares Outstanding
M
198.6
81.2
335.1
Basic Market Capitalization
C$M
$38.7
$25.6
$65.3
Cash and Cash Equivalents
C$M
$13.9
$7.6
$21.5
Total Debt
C$M
$0.0
$8.5
$8.5
Enterprise Value
C$M
$24.9
$26.5
$52.3
Basic Ownership
%
59%
41%
100%
Strong Balance Sheet to Support Near-Term Expansion and Growth
10. Creating a Leading Junior Silver Producer in the Americas 10
Americas Focused Operating Platform
Source: Company disclosure, internal estimates
Galena Complex (100% USA)
2014E Production:
2014E Cash Costs:
2P Reserves Ag:
M&I Resources Ag:
1.65-1.75Mozs Ag
$14.50-$15.50/oz Ag
23.2Mozs @ 380g/t
36.2Mozs @ 364g/t
Nuestra Senora (100% SPM)
2014E Production:
2014E Cash Costs:
2P Reserves Ag:
M&I Resources Ag:
1.1-1.2Mozs Ag
$12.00-$13.00/oz Ag
1.2Mozs @ 101g/t
6.9Mozs @ 95g/t
El Cajon
San Rafael (100% SPM)
M&I Resources Ag:
Inf. Resources Ag:
37.0Mozs @ 66g/t
5.1Mozs @ 63g/t
Caladay Zone (100% USA)
Inf. Resources Ag: 4.1Mozs @ 169g/t
Legend
Producing Mine
Construction
Development
U.S. Silver
& Gold
Scorpio
Mining
Toronto
Head Office
11. Creating a Leading Junior Silver Producer in the Americas 11
5%
95%
2P Reserves
Scorpio Mining USA
Silver Equivalent Production Profile Silver Reserves & Resources1
Production Profile and Resources
1. Excludes contribution from El Cajon
Source: Company disclosure, internal estimates. Note: Silver equivalent calculated using US$20.00/oz Ag, US$3.00/lb Cu, US$0.90/lb Pb, and US$1.00/lb Zn
24.4
55.7
29.1
Pro Forma
2P M&I (excl.) Inferred
2.2
2.1
4.3
5.0
2014E 2015E 2016+
Scorpio Mining U.S. Silver & Gold
55%
45%
M&I Resources (incl.)
Scorpio Mining USA
Reserve Contribution
M&I Resource Contribution
+ San Rafael
+ Caladay
+ Upper-Country
Lead
+ El Cajon
Current
Operations
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The Cosalá District (Mexico)
•Prospective land package of 26,819 hectares in the Sierra Madre Range in Sinaloa State, Mexico
•Current operations at Nuestra Señora will be extended with the development of El Cajón and San Rafael
•Nuestra Señora is a well-established underground mine with increasing efficiencies and decreasing cash costs
•Future operations will utilize the existing equipment and processing infrastructure to integrate the El Cajón and San Rafael deposits
•El Cajón underground mine is expected to come online in the near-term and ramp up through Q2-15
•Permits are in place and the portal was collared on March 29, 2014
•Over 1,000 meters of ramp and lateral development completed to date to provide access to upper stopes
•Installation of surface infrastructure is ongoing
•San Rafael represents an attractive long-term development project with large scale potential
•EIS approval received for the underground operation
•Potential underground access via the El Cajón ramp
•Significant exploration upside across all assets
1. Excludes contribution from El Cajon Source: Company disclosure, internal estimates
Key Metrics
Location
Sinaloa State, Mexico
Ownership
100%
2014E Silver Production
1.1Mozs – 1.2Mozs
2014E Cash Costs (Net)
US$12.00/oz – US$13.00/oz
Silver Reserves
1.2 Mozs at 101 g/t Ag
Silver M&I Resources1
43.9 Mozs at 70 g/t Ag
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The Galena Complex (USA)
•High grade underground operation with historical silver production of over 250 million ounces
•Dominant royalty-free land position in the prolific Silver Valley in the USA
•Focus on cost containment and production of profitable ounces
•Current management has reduced operating costs by 40% and all-in sustaining costs by over 50%1
•Ongoing transition to wider and higher grade silver- lead stopes expected to reduce costs further
•Significant low cost brownfield expansion opportunities at higher metal prices
•Fully permitted for a larger scale operation and all infrastructure is in place to support expansion
•The mills are currently operating at ~40% of rated capacity and significant excess hoisting and milling capacity is available
•Over 20 stopes developed and ready for mining at higher prices
•Significant exploration upside at the Caladay Zone, which is being assessed for high grade conventional and bulk mining potential
Source: Company disclosure; 1. From Q3 2012 to Q2 2014
Key Metrics
Location
Idaho, USA
Ownership
100%
2014E Silver Production
1.65Mozs – 1.75Mozs
2014E Cash Costs (Net)
US$14.50/oz – US$15.50/oz
Silver Reserves
23.2 Mozs at 380 g/t Ag
Silver M&I Resources
36.2 Mozs at 364 g/t Ag
14. Creating a Leading Junior Silver Producer in the Americas 14
Market Capitalization (C$M)
2015E Consensus Production (Mozs Ag)
Enhanced Market Profile and Leading Scale
Source: FactSet, Bloomberg, company disclosure, available analyst estimates
$567
$339
$236 $235
$182
$113
$65 $49 $39 $37 $35 $26 $22
Fortuna
Silver
Endeavour
Silver
Silvercorp Sierra
Metals
SilverCrest
Mines
Great
Panther
Pro Forma Avino Silver
& Gold
Scorpio
Mining
Alexco
Resources
Excellon U.S. Silver
& Gold
Aurcana
7.0 6.9
4.8
4.2 4.0
2.3 2.3
1.9 1.9 1.9 1.6 1.5
1.1
Endeavour
Silver
Fortuna
Silver
Silvercorp Pro Forma Sierra
Metals
Great
Panther
U.S. Silver
& Gold
Aurcana SilverCrest
Mines
Scorpio
Mining
Excellon Avino Silver
& Gold
Alexco
Resources
15. Creating a Leading Junior Silver Producer in the Americas 15
2015E Consensus Production Leverage (ozs Ag per C$1,000)
Total M&I Resources (Mozs Ag)
Leading Silver Leverage
1. Excludes contribution from El Cajon
Source: FactSet, Bloomberg, company disclosure, available analyst estimates
63.8
47.9 46.9
30.6 30.3
20.7 20.5 20.4 17.2
12.2 10.3
U.S. Silver
& Gold
Aurcana Pro Forma Scorpio
Mining
Excellon Avino Silver
& Gold
Alexco
Resources
Endeavour
Silver
Great
Panther
Silvercorp Sierra
Metals
Fortuna
Silver
SilverCrest
Mines
Average: 29.5
90.4 86.3
115 112
80
72
52 50
44 40 36
30
14 12 9
Aurcana Silvercorp Pro Forma Endeavour
Silver
Fortuna
Silver
Alexco
Resources
Scorpio
Mining
Sierra
Metals
U.S. Silver
& Gold
SilverCrest
Mines
Avino Silver
& Gold
Excellon Great
Panther
1 1
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P / Consensus NAV (ratio)
P / 2015E Consensus CFPS (ratio)
Attractive Relative Valuation
Source: FactSet, Bloomberg, company disclosure, available analyst estimates
1.04x 1.03x
0.95x
0.70x
0.56x 0.53x
0.45x
0.40x
0.32x 0.29x 0.26x 0.26x 0.25x
Endeavour
Silver
Fortuna
Silver
Great
Panther
SilverCrest
Mines
Sierra
Metals
Silvercorp Avino Silver
& Gold
Excellon Alexco
Resources
Aurcana Pro Forma U.S. Silver
& Gold
Scorpio
Mining
Average: 0.63x
8.2x
5.6x 5.5x
4.5x 4.3x
3.7x
2.4x 2.2x 1.9x
Fortuna
Silver
Endeavour
Silver
SilverCrest
Mines
Silvercorp U.S. Silver
& Gold
Sierra
Metals
Pro Forma Excellon Scorpio
Mining
Average: 5.0x
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The Path Forward
Strategic Objective
To operate profitably at current silver prices through the optimization of brownfield projects and potential acquisition of complementary projects at attractive valuation levels
Our Mission
Focus on near-term free cash flow generation
Deliver on cost reduction, capital preservation and near-term profitability
Growth through expansion of existing assets and consolidation in the precious metals space
Expand operating platforms in mining-friendly jurisdictions in the Americas
Maintain stakeholder involvement
Long-Term Vision to Become the Leading Growth Oriented Precious Metals Producer
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Contact Us
Investor Relations Tel: 416-585-2200 x102
Email: scorpio@scorpiomining.com
Nicole Richard, Investor Relations Tel: 416-848-9503 x310
Email: nrichard@us-silver.com
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Proposed Board of Directors
Peter J. Hawley
Chairman BSc, BEng, PGeo
•Peter Hawley has over 30 years' experience in the exploration and mining industry. He has worked as a consulting geologist to a large number of intermediate and senior mining companies including Teck Corp, Noranda Inc, Placer Dome Inc and Barrick Gold Corp. Mr. Hawley is the founder of Scorpio Mining Corporation and current CEO of Scorpio Gold Corporation.
Darren Blasutti
•Mr. Blasutti is currently the President and Chief Executive Officer of the Company. He was formerly the President and Chief Executive Officer of RX Gold & Silver Inc. and prior to that Senior Vice President of Corporate Development for Barrick Gold Corporation (“Barrick”) until January 2011. He reported to the Chief Executive Officer and played a lead role in the strategic development of Barrick for over 13 years, during which time he executed over 25 gold mining transactions including the acquisition of Homestake Mining Company and Placer Dome Inc. and the consolidation of the world class Cortez property from Rio Tinto. Mr. Blasutti also led the creation of Barrick Energy Inc. to hedge Barrick’s exposure to energy prices and was integral to the initial public offering of African Barrick Gold. During his tenure at Barrick, he also led the Investor Relations function. Mr. Blasutti was previously at PricewaterhouseCoopers LLP where he planned, supervised and managed audits for a variety of clients. Mr. Blasutti is a member of the Canadian Institute of Chartered Accountants and is a director of Noront Resources Ltd.
Alex Davidson
•Mr. Davidson is currently a corporate director and was formerly Executive Vice President, Exploration and Corporate Development at Barrick, with responsibility for Barrick’s international exploration programs and corporate development activities. Mr. Davidson joined Barrick in 1993 as Vice President Exploration with responsibility for Barrick’s expanding exploration program. He initiated Barrick’s expansion out of North America and into Latin America and beyond. Prior to joining Barrick, Mr. Davidson was Vice President, Exploration for Metall Mining Corporation. Mr. Davidson has over 25 years’ experience in designing, implementing and managing gold and base metal exploration and acquisition programs throughout the world. In 2005, Mr. Davidson was presented the A.O. Dufresne Award by the Canadian Institute of Mining, Metallurgy and Petroleum to recognize exceptional achievement and distinguished contributions to mining exploration in Canada. In 2003, Mr. Davidson was named the Prospector of the Year by the Prospectors and Developers Association of Canada in recognition of his team’s discovery of the Lagunas Norte Project in the Alto Chicama District in Peru. Mr. Davidson is also a director of MBAC Fertilizer Corp., Capital Drilling Limited, Amara Mining plc, Orca Gold Inc. and Yamana Gold Inc.
Alan Edwards
•Mr. Edwards serves on the board of directors and is President of AE Consulting Corp. He also serves on the board of directors for Entrée Gold Inc., AuRico Gold Inc. (Chairman), Oracle Mining Corp. (Chairman), and AQM Copper Inc. (Chairman). From September 2012 to July 2013, he was Chief Executive Officer of Oracle Mining Corp., from 2009 to May 2011, he was President and Chief Executive Officer of Copper One Inc., from 2007 to 2009, he was President and Chief Executive Officer of Frontera Copper Corporation. Mr. Edwards holds an MBA from the University of Arizona and a B.S. Mining Engineering also from the University of Arizona.
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Proposed Board of Directors (continued)
Bradley R. Kipp HBA, CFA, CPA, CA
•Mr. Kipp has over 18 years' experience in the mining sector specializing in operations, corporate finance and public company reporting. In 1997 he joined a mining development company as Vice-President, Finance and has been involved in the financing and development of emerging and start-up mineral projects focused primarily in southern Africa, Mexico and Myanmar. As part of these activities he is, or has been, Chief Financial Officer and/or Director of several public companies listed on both the Toronto and London AIM stock exchanges.
Ewan Mason HBSc, MBA
•Mr. Mason began his career as a contract geologist working for a number of mining companies. Following receipt of his MBA in 1992, he embarked on a corporate banking career with the Bank of Nova Scotia, focusing on project financing. Recruited by Richardson Greenshields in 1995 (acquired by RBC in 1996), Mr. Mason rose to the role of Managing Director. In 2005, he was recruited by TD Securities to start up and head their mining investment banking team, which he led until May 2009.
Thomas McGrail
•Mr. McGrail has over 35 years of experience in the mining industry, most recently as Chief Operating Officer for Scorpo Mining. Prior to joining Scorpio, he was General Manager of the Mulatos Mine for Alamos Gold. His previous positions also include Vice-President of Operations for Aura Minerals with responsibility for their San Andres open-pit mine in Honduras and the Aranzazu underground mine in Mexico, consultant to Cia Minera de Caldas, S.A., General Manager for Desarrollo Minera de Nicaragua, S.A., and President and General Manager of HEMCO de Nicaragua, S.A.
Gordon Pridham
•Mr. Pridham is Principal of Edgewater Capital and sits on the public company boards of Newalta Corporation (Chairman Compensation), Titanium Corporation Inc. (Chairman), Orvana Minerals Corp., and Roxgold Inc. He is on the advisory board for Enertech Capital a Clean Tech Venture Fund. Recent activities include merger of US Silver with RX Gold as Chairman, sale of Norock Realty to Partners REIT as Chairman of the Special Committee, and sale of Western Prospector to CNNC as Chairman of the Special Committee. Mr. Pridham has over 25 years of experience in investment banking, capital markets and corporate banking. He has worked in New York, Calgary, Toronto and Hong Kong for global financial institutions and has financed and advised companies in public and private markets across a broad range of industry sectors. Mr. Pridham is a graduate of the University of Toronto and the Institute of Corporate Directors program.
Lorie Waisberg
•Mr. Waisberg is a corporate director currently serving as a director of, Chantrell Ventures Corp., Chemtrade Logistics Income Fund, Metalex Ventures Ltd., Primary Energy Recycling Corporation and Tembec Inc. Prior to retirement, Mr. Waisberg served as Executive Vice President, Finance and Administration of Co-Steel Inc., a steel manufacturer. Prior thereto, Mr. Waisberg practiced law with a major Canadian law firm. Mr. Waisberg is accredited as ICD.D by the Institute of Corporate Directors.