2. This presentation may contain “forward-looking” statements within the meaning of Canadian securities legislation and the United States
Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or the anticipated performance of the
Company and reflect management’s expectations or beliefs regarding such future events and anticipated performance. In certain cases,
forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”,
”estimates”, ”forecasts”, ”intends”, ”anticipates” or “believes”, or variations of such words and phrases or statements that certain actions,
events or results “may”, ”could”, “would”, ”might”, or “will be taken”, “occur” or “be achieved”, or the negative of these words or
comparable terminology. By their very nature forward-looking statements involve known and unknown risks, uncertainties and other factors
which may cause the actual performance of the Company to be materially different from any anticipated performance expressed or implied
by the forward-looking statements. Such factors include various risks related to the Company’s operations, including, without limitation,
fluctuations in spot and forward markets for gold, silver and other metals, fluctuations in currency markets, changes in national and local
governments in Mexico and the speculative nature of mineral exploration and development, risks associated with obtaining necessary
exploitation and environmental licenses and permits, and the presence of laws that may impose restrictions on mining. A complete list of
risk factors are described in the Company’s annual information form and will be detailed from time to time in the Company’s continuous
disclosure, all of which are, or will be available, for review on SEDAR at www.sedar.com.
This presentation uses the terms “measured resources”, “indicated resources” and “inferred resources”. The Company advises readers that
although these terms are recognized and required by Canadian regulations (under National Instrument 43-101 Standards of Disclosure for
Mineral Projects (“NI43-101”)), the United States Securities and Exchange Commission does not recognize them. Readers are cautioned not
to assume that any part or all of the mineral deposits in these categories will ever be converted in to reserves. In addition, “inferred
resources” have a great amount of uncertainty as to their existence, and economic and legal feasibility. It cannot be assumed that all or any
part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral
resources may not form the basis of feasibility or pre-feasibility studies, or economic studies, except for a Preliminary Assessment as defined
under NI43-101. Investors are cautioned not to assume that part or all of an inferred resource exists, or is economically or legally mineable.
Although the Company has attempted to identify important factors that could cause actual performance to differ materially from that
described in forward-looking statements, there may be other factors that cause its performance not to be as anticipated. The Company
neither intends nor assumes any obligation to update these forward-looking statements or information to reflect changes in assumptions or
circumstances other than required by applicable law. There can be no assurance that forward-looking statements will prove to be accurate,
as actual results and future events could differ materially from those currently anticipated. Accordingly, readers should not place undue
reliance on forward-looking statements.
Unless otherwise indicated, all dollar values herein are in US$.
Cautionary Statement
2
3. Joseph F. Conway
President & Chief Executive Officer
Renaud Adams
Chief Operating Officer
David Blaiklock
Chief Financial Officer
Management Participants
3
4. Strong Start to 2013
o Record Production Continues
o Strong Earnings and Cash Flow
o Balance Sheet Strengthened
o Expected Higher Annual Silver Sales at Spot Prices
o Increased Reserves and Resources
o San Dimas Expansion On-Track
o Cerro Shareholders Approve Proposed Transaction
o Awarded ESR Distinction
4
5. Primero Operating Results
Q1 2013 Q1 2012
Mill Throughput
7
(tonnes per day)
2,042 1,962
Gold equivalent production
8
(gold equivalent ounces)
27,656 25,790
Gold production
(ounces)
24,190 22,590
Silver production
(million ounces)
1.37 1.32
Gold grade
(grams per tonne)
4.20 4.05
Silver grade
(grams per tonne)
242 242
Cash cost
9
($ per AuEq ounce)
$719 $674
Cash cost
9
– by-product
($ per gold ounce)
$589 $532
Capital Expenditures
($ million)
$8.7 $7.9
24,500
25,000
25,500
26,000
26,500
27,000
27,500
28,000
Q1 2012 Q1 2013
Production
(AuEq ounces)
Gold Grade
(grams per tonne)
3.00
3.50
4.00
4.50
Q1 2012 Q1 2013
+7%
+4%
5See slide 25 for footnotes.
6. Primero Financial Results
(US$ thousands, except per share
amounts)
Q1 2013 Q1 2012
Revenues 46,321 44,044
Income from Mine Operations 15,706 18,662
Net income 17,325 30,143
EPS
($ per share)
0.18 0.34
Adjusted net income
10
9,415 18,780
Adjusted EPS
($ per share)
10
0.10 0.21
Operating cash flows
before changes in working capital
19,309 20,944
CFPS
($ per share)
0.20 0.24
6See slide 25 for footnotes.
$42
$43
$44
$45
$46
$47
Q1 2012 Q1 2013
Revenue
($ millions)
+5%
7. $141M Balance Sheet
March 31, 2013
Cash
Promissory note3
$141 million
$32 million
Ownership
Goldcorp
Management & insiders
Institutional & float
32%
~2%
~66%
Capital Structure
March 31, 2013
Shares outstanding
Fully Diluted4
Market Cap.
97 million
126 million
~C$660 million
Strong Cash Balance
$120M2
Significant Operating Cash Flow
Conservative Level of Debt
$5M Repayment
per year 3
Primero Capital Structure
See slide 25 for footnotes. 7
8. Building Primero Value
GOAL
400,000 to 500,000 ounces per year
Americas low-risk regions only
Pipeline of growth projects
Leader in per share growth
8
9. Building the Primero Pipeline
PRODUCTION
San Dimas
Platform
CONSTRUCTION
San Dimas
2,500 TPD
DEVELOPMENT
Cerro Del
Gallo
POTENTIAL EXPANSION
San Dimas
3,000 TPD
9
2010-present Q1 2014 2015
10. 110
130
165
205
2012A 2013E 2014E 2015E
Primero Cerro Del GalloSan Dimas Cerro Del Gallo
Estimated Production Profile5,6
(Attributable 000 AuEq ounces)
6
Primero Growth Profile
See slide 25 for footnotes. 10
250
at 3,000 TPD
11. SAN DIMAS
A Flagship Asset
Location Durango-Sinaloa State Border
Ownership 100%
Metals Gold & Silver
Mining Underground cut and fill and long-hole
DISTRICT PRODUCED 11M OUNCES OF GOLD AND 600M OUNCES OF SILVER
One of Mexico’s Most
Significant Precious
Metals Deposits
See Slide 25 for footnotes. 11
Guidance 2013E
Gold equivalent production
8
(gold equivalent ounces)
120,000-130,000
Gold production
(ounces)
90,000-100,000
Silver production
11
(million ounces)
6.0-6.5
Silver sales at spot
11
(ounces)
900,000-1,000,000
Cash cost
9
($ per gold equivalent ounce)
$620-640
Cash cost
9
– by-product
($ per gold ounce)
$280-300
Capital Expenditures ($ million) $42
Exploration ($ million) $15
12. -
200
400
600
800
31-Dec-11 31-Dec-12
Increasing Reserves and Resources and Focusing on Controlling Dilution
12
Gold Reserves
(Thousand Ounces)
Indicated Gold Resources
(Thousand Ounces)
GOLD RESERVES & RESOURCES
(Dec. 31, 2012, Mineral Resources include Mineral Reserves)
0.7M 4.5
oz Gold Reserves grams per tonne grade
0.8M 6.5
oz Indicated Gold Resources grams per tonne grade
SILVER RESERVES & RESOURCES11
(Dec. 31, 2012, Mineral Resources include Mineral Reserves)
39M 267
oz Silver Reserves grams per tonne grade
47M 389oz Indicated Silver Resources grams per tonne grade
SAN DIMAS
Rich History of Reserve Replacement
-
200
400
600
800
31-Dec-11 31-Dec-12
+31%
+35%
See Slide 25 for footnotes.
13. SAN DIMAS
Expansion to 2,500 TPD12
Total capital expenditure of ~$16.5 million
Expand milling capacity to 2,500 TPD
o Install third ball mill, already on-site
o Reconfigure crushers
o Install new tailings thickener and pumps
Expand mine throughput
o Develop Sinaloa Graben veins
o Connect Central Block to Sinaloa Graben
o New mining method
Future expansion to 3,000 TPD possible
o Dependent on exploration success
o Minimal capital and disruption to operation
Mill Expansion on-track for:
2,500 TPD
CAPACITY IN Q1 2014
ATTRACTIVE IRR AND PAYBACK PERIOD
See Slide 25 for footnotes. 13
14. TAYOLTITA MINE
Mined 1975 - 2002
CENTRAL BLOCK MINE
Mined 2002 - Present
SAN ANTONIO MINE
Mined 1987 - 2002
Tayoltita
Mill
Tunnels
2013 Planned Tunnels
Future Planned Tunnels
Veins
Faults
Ag-Au High Grade Trend
Targets
Mines
Over 120 known veins
CENTRAL
BLOCK
TAYOLTITA
BLOCK
SINALOA
GRABEN
BLOCK
WEST
BLOCK
ARANA
HANGING
WALL
Target
Target
SAN DIMAS
Large 22,500 Hectare Land Package
14
15. Development
o 6,500 metres capitalized
development drifting
o Tunnels joining Sinaloa Graben and
Central Block being completed
o Lower level tunnel commenced,
expected to be completed in 18-24
months
Exploration
o $15.4 million exploration program
o 40,000 metres delineation drilling
o 34,000 metres exploration drilling,
plus 3,800 metres of exploration
drifting
o New district exploration program
initiated
SAN DIMAS
2013: Focused Exploration & Development
Targeting Vein Extensions from Existing Mines
15
0 1 2 km
16. Located in Prolific Central Corridor
o Discovered in Q1 2012, included in 2012
year-end Reserves
o Mining access within 12 months of discovery
Strategic Underground Drill Locations
o Drilling from old El Pilar workings, Sinaloa Graben
tunnel and east-west drift from Robertita
SAN DIMAS
2012 Discoveries in 2013 Mine Plan
Significant Opportunity Close to Infrastructure
16
18. o Creates a diversified, high growth, competitive cost producer in Mexico with further
consolidation opportunities
o Strengthens growth profile and cash flows with estimated production of approximately 260,000
Au Eq. ounces by 201614
o Combined attributable proven and probable reserves of approximately 1.7 million Au Eq. ounces
and measured and indicated resources of 3.1 million Au Eq. ounces14
o Strong balance sheet with cash flow sufficient to fund development growth
PRIMERO AND CERRO DEL GALLO
A New Americas Gold Play
18
0.8 0.9
1.2
1.0
2.3
P+P M+I Inferred
Cerro Del Gallo Primero
New Primero Attributable Gold Equivalent Reserves and Resources1,13,14,15
See Slide 25 for footnotes.
19. CERRO DEL GALLO
A Revaluation Opportunity
Transaction Details
o Cerro shareholders to receive 0.023 of a Primero share for each Cerro share and 80.01% in “Spinco”
o Transaction value of $125 million as at announcement date December 12, 2012
o Cerro Resources NL shareholder approval meeting April 30, 2013, transaction expected to close in
May 2013
Benefits to Cerro Resources Shareholders
o Attractive premium (77% premium to the spot closing price on day prior to announcement)
o Significantly improved market presence and liquidity
o Valuation re-rating opportunity as the combination diversifies production and cash flows
Benefits to Primero Shareholders
o Accretive to Primero on key metrics
o Leverages Primero’s regional expertise and solidifies position in Mexico, with further consolidation
opportunities
o Diversifies near term production with additional 95,000 AuEq. oz per year
o Doubles Reserves and Triples Measured and Indicated Resources6
o Valuation re-rating opportunity as the combination diversifies production and cash flows
19See Slide 25 for footnotes.
20. o Open pit, heap leach gold-silver-
copper project
o Large resource base relative to
reserves
o Excellent local infrastructure in a
region known to actively support
mining
o Two phased development plan 13
o Phase I heap leach facility with SART metallurgical processing to recover silver and
copper
o Commercial Production of Phase I expected in 2015
o Potential future Phase II incorporates Carbon In Leach (CIL) and presents optimization
opportunity13
CERRO DEL GALLO
~95,000 AuEq oz per year starting 201513
Technical Overview
See Slide 25 for footnotes. 20
21. Measured & Indicated Resources of 3.2Moz of Gold or 5.6Moz of Gold Equivalent 13,14,15
See Slide 25 for footnotes.
CERRO DEL GALLO
Large Gold Domain
21
22. Early stage regional prospecting
previously returned16:
o 1.5m @ 590g/t Ag and 3.40g/t Au
o 4.6m @ 428g/t Ag and 3.52g/t Au
o 3.6m @ 359g/t Ag and 1.57g/t Au
o 4.6m @ 239g/t Ag and 1.91g/t Au
o 6.0m @ 243g/t Ag and 1.70g/t Au
o 3.1m @ 200g/t Ag and 1.05g/t Au
o 7.6m @ 168g/t Ag and 1.51g/t Au
Potential Exploration Targets
CERRO DEL GALLO
Exploration Upside Potential
22See Slide 25 for footnotes.
23. 23
2013 2014 2015
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
Detailed
Engineering
Geotechnical
Permitting/Land
Acquisition
Earth Works
Mill Tests
Acid Generation
Tests
SART
Optimization
Plant & Mill
Construction
Production
Commissioning
Commercial
Production
Phase II
Feasibility Study
EstimatedTransactionClosing
CERRO DEL GALLO
Cerro Del Gallo Development Plan
23
24. o San Dimas: A Platform for Cash Generation
o Cerro Del Gallo Acquisition Scheduled to
Close in May 2013
o Cash Flow and Capital to Fund Additional
Growth
o Significant Exploration Potential at San Dimas
and Cerro Del Gallo
o Attractive Valuation on Key Metrics
The Primero Opportunity
19
A Compelling Investment
24
25. Footnotes
1. Assuming proposed acquisition of Cerro Del Gallo closes in May 2013 as expected.
2. Estimated five-year average after-tax operating cash flow based on production profile discussed in the October 15, 2012 News Release
“Primero Announces Expansion of its San Dimas Mine”.
3. Goldcorp: 5 year, 6% note repaid $5M/yr with balloon payment at end of 2015. Principal prepayment equal to 50% of Excess Free Cash
Flow.
4. Fully diluted shares include 20.8 million warrants with an exercise price of Cdn$8 per share, expiring on July 20, 2015; and 7.8 million
options with an average exercise price of Cdn$5.65.
5. “Gold equivalent ounces” include silver and copper production converted to a gold equivalent based on consensus estimated
commodity prices ; accounts for the San Dimas silver purchase agreement; and uses Cerro Resources publically disclosed production
estimates delayed by 12 months.
6. Assumes 100% ownership of Cerro Del Gallo and that it begins production in mid-2015.
7. Based on 365 days per year.
8. “Gold equivalent ounces” include revenue from silver converted to a gold equivalent based on estimated average realized commodity
prices ($1,600 per ounce of gold and $9.41 per ounce of silver in full year 2012, consensus prices thereafter).
9. Cash cost is a non-GAAP measure. Refer to the first quarter 2013 MD&A for a reconciliation of cash costs.
10. Refer to first quarter 2013 MD&A for adjustments.
11. Silver production is subject to a silver purchase agreement. Refer to the first quarter 2013 MD&A for details.
12. See October 15, 2012 News Release “Primero Announces Expansion of its San Dimas Mine” for details.
13. Cerro Resources Phase I Definitive Feasibility Study as of May 2012.
14. As estimated by Cerro Resources using gold, silver and copper price of US$1,341/oz, US$25.58/oz and US$7,582/t (or $3.44/lb)
respectively. See Cerro Resources Phase I Definitive Feasibility Study as of May 2012.
15. See note 7 in January 23, 2012 News Release “ Primero achieves 2012 Guidance and Provides 2013 Outlook.
16. As reported by Cerro Resources in November 16,2012 Investor Presentation:
http://www.cerroresources.com/index.cfm/investor/presentations1/
25
27. Primero sells 50% of annual silver production above 3.5 million ounces at spot
o Remainder sold at ~$4 per ounce under silver purchase agreement
o Threshold commences August 6 to following August 5
o Threshold increases to 6.0 million ounces on August 6, 2014
o Planned expansion anticipated to generate similar silver sales at spot as 2012 post
August 6, 2014
Recent Tax Ruling Created Positive Leverage to Silver
25%
75%
Silver as Percentage of 2013E Revenue
Silver Gold
SAN DIMAS
Positive Leverage to Silver
27
28. Joseph F. Conway | President & C.E.O.1
o Former CEO, President and Director of IAMGOLD
from 2003 to 2010
o Former President, CEO and Director of Repadre
Capital from 1995 to 2003
Renaud Adams | C.O.O.
o Former SVP, American Operations for IAMGOLD
o Former General Manager of Rosebel Gold Mine
2007 to 2010
o Former General Manager El Toqui Mine in Chile
and then the El Mochito Mine in Honduras
David Blaiklock | C.F.O.
o Former controller IntraWest
o Previously controller for a number of public and
private companies in real estate development
David Sandison | VP, Corporate Development
o Former VP, Corporate Development of
Clarity Capital ; Director, Corporate Development
Xstrata Zinc Canada ; Director Business Development,
Noranda/Falconbridge;;Former EVP, Noranda Chile
Gabriel Voicu | VP, Geology and Exploration
o 25 Years of mining experience, formerly held senior
technical and exploration positions with Cambior
and Iamgold
Board Committees: 1.Health, Safety and Environment
Tamara Brown | VP, Investor Relations
o Former Director Investor Relations for IAMGOLD;
Partner of a Toronto based, boutique investment
bank; Professional engineer in mining industry
H. Maura Lendon | VP, Chief General Counsel and
Corporate Secretary
o Former Senior Vice President, Chief Legal Officer
and Corporate Secretary of HudBay Minerals Inc.;
Chief Counsel Canada, Chief Privacy Officer -
Canada of AT&T
Executive Management
28
29. Board of Directors
Board Committees:
1.Health, Safety and Environment
2. Human Resources and Compensation
3. Governance and Nominating
4. Lead Director 5. Audit
Wade Nesmith | Chairman
o Founder of Primero
o Founding and current director
of Silver Wheaton
Joseph Conway | Director1
see Executive Management
David Demers | Director2,3,4,5
o Founder, CEO and Director
Westport Innovations
o Director of Cummins Westport
and Juniper Engines
Grant Edey | Director 3,5
o President & CEO, Khan
Resources Inc.
o Former Director of Breakwater
Resources, former director of
Queenstake Resources, Santa
Cruz Gold
o Former CFO, IAMGOLD
Rohan Hazelton | Director 1,5
o VP, Strategy, Goldcorp
o Formerly with Wheaton River
and Deloitte & Touche LLP
Timo Jauristo | Director 2
o EVP, Corporate Development,
Goldcorp
o Former CEO of Zincore Metals
Inc. and Southwestern
Resources Corp.
Eduardo Luna | Director 1
o Former EVP & President,
Mexico. Former Chairman and
CEO of Silver Wheaton,
Executive VP of Goldcorp and
Luismin S.A. de C.V. (San Dimas)
and President of Mexican
Mining Chamber and the Silver
Institute
Robert Quartermain | Director 2,3
o Founder and President & CEO,
Pretivm Resources
o Former President, Silver Standard
o Director of Vista Gold Corp.
and Canplats Resources
Michael Riley | Director 5
o Chartered accountant with more
than 26 years of accounting
experience
o Chair of Primero Audit Committee,
Chair of Audit Committee of B.C.
Lottery Corporation and member of
the Audit Committee of Canalaska
Uranium Ltd.
29
30. SAN DIMAS
Mineral Resources and Mineral Reserves
(DECEMBER 31, 2012, MINERAL RESOURCES INCLUDE MINERAL RESERVES)
Classification Tonnage
(million tonnes)
Gold Grade (g/t) Silver Grade
(g/ t)
Contained Gold
(000 ounces)
Contained Silver
(000 ounces)
Mineral Reserves
Probable 4.579 4.5 267 660 39,377
Mineral Resources
Indicated 3.748 6.5 389 780 46,877
Inferred 6.144 3.9 327 762 64,637
Notes to Mineral Reserve Statement:
1. Cutoff grade of 2.4 grams per tonne (”g/t”) gold equivalent (“AuEq”) based on total operating cost of US$104.73/t. Metal prices assumed are gold US$1,400
per troy ounce and silver US$25 per troy ounce. Silver supply contract obligations have been referenced in determining overall vein reserve estimate viability.
2. Processing recovery factors for gold and silver of 97% and 94% assumed.
3. Exchange rate assumed is 13 pesos/US$1.00.
4. The Mineral Reserve estimates were prepared by Mr. Herbert A. Smith P.Eng. of AMC Mining Consultants (Canada) Ltd. and a QP for the purposes of National
Instrument 43-101 (“NI 43-101”).
Notes to Mineral Resource Statement:
1. Mineral Resources are total and include those resources converted to Mineral Reserves.
2. A 2.0g/t Au Eq cutoff grade is applied and the AuEq is calculated at a gold price of US$1,625 per troy ounce and a silver price of US$25 per troy ounce.
3. A constant bulk density of 2.7 tonnes/m3 has been used.
4. The Mineral Resource estimates were prepared by Mr. Rodney Webster MAusIMM, MAIG and Mr. J. Morton Shannon P.Geo., both of AMC Mining
Consultants (Canada) Ltd. and a QP for the purposes of NI 43-101.
Additional exploration potential estimated at 6-10 million tonnes at grade ranges of 3-5 grams per tonne of gold and 200-400 grams per
tonne of silver.
It should be noted that these targets are conceptual in nature. There has been insufficient exploration to define an associated Mineral
Resource and it is uncertain if further exploration will result in the target being delineated as a Mineral Resource.
30
31. Phase I Heap Leach
(Source: Cerro Resources Definitive Feasibility Study June 2012)
Heap Leach Grades 0.69 g/t Au, 14.8g/t Ag, 0.08% Cu
Strip Ratio1 0.91
Capital Costs $154 million
Operating Costs2 $514/AuEq.oz
Phase I Life of Mine (LOM) 7.2 years
Phase I Average Annual Production3 94,600 AuEq.oz
Permitting To be completed in 2013
CERRO DEL GALLO
Technical Details
1. 9 million tonnes of ‘fresh’ material expected to be mined during Phase I for processing in Phase II. The material has been treated as ‘waste’ material for
purposes of calculating the Phase I LOM strip ratio.
2. Cash cost is a non-GAAP measure as estimated by Cerro Resources and include costs for mining, processing, metal transport and refining and
administration but do not include capital costs or royalties (4%).
3. Gold equivalent ounces estimated by Cerro Resources include revenue from silver and copper converted to a gold equivalent based three year historic
prices as of Definitive Feasibility Study of June 2012, of Gold $1,341/oz, Silver $25.58/oz and Copper $7,582/tonne.
31
32. Category
M Tonnes Au Au Ag Ag Cu Cu Au Eq AuEq
(g/t) (M ozs) (g/t) (M ozs) (%) (M lbs) (g/t) (M oz)
Proven 28.2 0.71 0.64 15.1 13.7 0.08 50.2 1.15 1.05
Probable 4.0 0.54 0.07 13.2 1.7 0.07 6.2 0.93 0.12
Proven & Probable 32.2 0.69 0.71 14.8 15.3 0.08 56.4 1.14 1.18
Category
M Tonnes Au Au Ag Ag Cu Cu Au Eq AuEq
(g/t) (M ozs) (g/t) (M ozs) (%) (M lbs) (g/t) (M oz)
Measured 39.9 0.61 0.78 13.8 17.71 0.10 88.8 1.07 1.37
Indicated 8.0 0.55 0.14 11.0 2.83 0.08 14.6 0.92 0.24
Measured & Indicated 47.9 0.60 0.92 13.3 20.55 0.1 103.4 1.06 1.64
Total Resources Within the Gold Domain2
Phase I Heap Leach In-Pit Proven and Probable Reserves3
In-Pit Resources (excluding Proven and Probable Reserves)4,5
Category
M Tonnes Au Au Ag Ag Cu Cu Au Eq AuEq
(g/t) (M ozs) (g/t) (M ozs) (%) (M lbs) (g/t) (M oz)
Measured 129 0.54 2.24 12.0 49.8 0.09 256.0 0.94 3.91
Indicated 80 0.38 0.98 8.0 20.6 0.08 141.1 0.69 1.77
Measured & Indicated 209 0.48 3.22 11.0 70.3 0.08 396.9 0.83 5.58
Inferred 20 0.3 0.19 7.0 4.5 0.09 39.7 0.59 0.38
CERRO DEL GALLO
Reserves and In-Pit Resources1
32
1. “Technical Report First Stage Heap Leach Feasibility Study, Cerro del Gallo Gold Silver Project, Guanajuato, Mexico” June 2012 (“Feasibility Study”). Gold
equivalent ounces calculated by Cerro Resources using gold, silver and copper prices of US$1,341/oz, US$25.58/oz and US$7,582/t respectively.
2. These resources are reported using internal cut-off grade of 0.2 g/tAu as per Feasibility Study, 2012 and Golder Associates Technical Report, 2008.
3. These reserves are reported using internal cut-off grades of 0.24 and 0.29 gAuEq/t for weathered and partially oxidized, respectively.
4. These resources are reported using internal cut-off grades of 0.24, 0.29, and 0.34 gAuEq/t for weathered, partially oxidized, and fresh material resp.
5. See note 7 in January 23, 2013 News Release “Primero achieves 2012 Guidance and Provides 2013 Outlook”.
33. Cerro Resources NL (“Cerro”) has filed a technical report under National Instrument 43-101 - Standards of Disclosure for Mineral
Projects (“NI 43-101”) entitled “Technical Report, First Stage Heap Leach Feasibility Study, Cerro del Gallo Gold Silver Project,
Guanajuato, Mexico” (the “Technical Report”) with an effective date of May 11, 2012. Mr. Gabriel Voicu P.Geo, Vice President,
Geology and Exploration, Primero, who is a “qualified person” for the purposes of NI 43-101, has reviewed the Technical Report on
behalf of Primero. To the best of Primero’s knowledge, information and belief, there is no new material scientific or technical
information that would make the Technical Report inaccurate or misleading. Primero plans to file a technical report on the Cerro
Del Gallo project within 180 days of December 13, 2012 in accordance with the requirements of NI 43-101.
Cautionary Note to US Investors Regarding Mineral Reporting Standards:
Primero prepares its disclosure in accordance with the requirements of securities laws in effect in Canada, which differ from the
requirements of US securities laws. Terms relating to mineral resources and mineral reserves in this material change report and
other documents referenced herein are defined in accordance with NI 43-101 under the guidelines set out in the Canadian
Institute of Mining, Metallurgy, and Petroleum Standards on Mineral Resources and Mineral Reserves. The Securities and Exchange
Commission (the “SEC”) permits mining companies, in their filings with the SEC, to disclose only those mineral deposits that a
company can economically and legally extract or produce. Primero uses certain terms, such as, “measured mineral resources”,
“indicated mineral resources”, “inferred mineral resources” and “probable mineral reserves”, that the SEC does not recognize
(these terms may be used in this presentation and other documents referenced herein and are included in the public filings of
Primero which have been filed with securities commissions or similar authorities in Canada).
33
CERRO DEL GALLO
Cautionary Statement on Cerro Del Gallo
34. Notes to Investors Regarding the Use of Resources
This presentation has been prepared in accordance with the requirements of Canadian provincial securities laws which differ from the requirements of U.S.
securities laws. Unless otherwise indicated, all mineral reserve and resource estimates included in this presentation have been prepared in accordance
with Canadian National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy and
Petroleum classification systems. NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure
an issuer makes of scientific and technical information concerning mineral projects. These standards differ significantly from the requirements of the United
States Securities and Exchange Commission (the “SEC”), and reserve and resource estimates disclosed in this presentation may not be comparable to similar
information disclosed by U.S. companies.
The mineral reserve estimates in this presentation have been calculated in accordance with NI 43-101, as required by Canadian securities regulatory
authorities. For United States reporting purposes, SEC Industry Guide 7 under the United States Securities Exchange Act of 1934, as amended, as
interpreted by Staff of the SEC, applies different standards in order to classify mineralization as a reserve. As a result, the definition of “probable reserves”
used in NI 43-101 differs from the definition in the SEC Industry Guide 7. Under SEC 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 is
made. Among other things, all necessary permits would be required to be in hand or issuance imminent in order to classify mineralized material as reserves
under the SEC standards. Accordingly, mineral reserve estimates contained in this presentation may not qualify as “reserves” under SEC standards.
In addition, this presentation uses the terms “indicated resources” and “inferred resources” to comply with the reporting standards in Canada. The
Company advises United States investors that while those terms are recognized and required by Canadian regulations, the SEC does not recognize them.
United States investors are cautioned not to assume that any part or all of the mineral deposits in these categories will ever be converted into mineral
reserves. Further, “inferred resources” have a great amount of uncertainty as to their existence and as to whether they can be mined legally or
economically. Therefore, United States investors are also cautioned not to assume that all or any part of the “inferred resources” exist. In accordance with
Canadian securities laws, estimates of “inferred resources” cannot form the basis of feasibility or other economic studies. It cannot be assumed that all or
any part of “indicated resources” or “inferred resources” will ever be upgraded to a higher category or are economically or legally mineable. In addition,
disclosure of “contained ounces” is permitted disclosure under Canadian securities laws; however, the SEC only permits issuers to report mineralization as
in place tonnage and grade without reference to unit measures.
NI 43-101 also permits the inclusion of disclosure regarding the potential quantity and grade, expressed as ranges, of a target for further exploration
provided that the disclosure (i) states with equal prominence that the potential quantity and grade is conceptual in nature, that there has been insufficient
exploration to define a mineral resource and that it is uncertain if further exploration will result in the target being delineated as a mineral resources, and
(ii) states the basis on which the disclosed potential quantity and grade has been determined. Disclosure regarding exploration potential has been included
in this presentation. United States investors are cautioned that disclosure of such exploration potential is conceptual in nature by definition and there is no
assurance that exploration will result in any category of NI 43-101 mineral resources being identified.
34
