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1 Creating A Leading High Grade Gold Company Acquisition of the Fruta del Norte Gold Project October 21, TSX-V: FST.H 1
2 Disclaimers Forward-Looking Statements This presentation contains forward-looking statements within the meaning of Canadian securities legislation and the United States Private Securities Litigation Reform Act of Forward-looking statements relate to future events or the anticipated performance of Fortress Minerals Corp. (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, vision, budget, scheduled, estimates, forecasts, potential, 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, risks and uncertainties relative to the completion of the transaction described herein and the ability to realize the anticipated benefits thereof, fluctuations in spot and forward markets for gold, silver and other metals, fluctuations in currency markets, changes in national and local governments in Ecuador 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 offering memorandum and will be detailed from time to time in the Company s interim and annual financial statements and management s discussion and analysis of those statements, all of which are, or will be available, for review on SEDAR at 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 Standards of Disclosure for Mineral Projects ( NI )), 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 into 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 Economic Assessment as defined under NI Investors are cautioned not to assume that part or all of an inferred resource exists, or is economically or legally mineable. The technical information contained in this presentation relating to the Fruta Del Norte Project is based on an NI Technical Report, prepared for the Company entitled Technical Report on the Mineral Resource Estimate, Fruta del Norte Project, Ecuador dated October 21, 2014 (the FDN Technical Report (October 21, 2014) ) by Roscoe Postle Associates Inc. and authored by independent qualified persons (within the meaning of NI ) Luke Evans, P.Eng., David Ross, P.Geo., and Brenna Scholey, P.Eng. Ron Hochstein P. Eng., the Chairman of the Company, who is a qualified person has reviewed and approved the technical information in this presentation. 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$. U.S. Securities Law Disclaimer This presentationis not anofferofsecurities forsaleintheunited States orinanyotherjurisdiction. Thesecurities havenot beenandwillnot beregisteredundertheunitedstatessecuritiesactof1933, as amended(the"securities Act"), or the securities laws of any state of the United States and, subject to certain exceptions, may not be offered or sold within the United States. The securities have not been approved or disapproved by the United States Securities and Exchange Commission or by any state securities commission or regulatory authority, nor have any of the foregoing authorities passed on the accuracy or adequacy of the information included in this presentation 2
3 The Vision Fruta del Norte ( FDN ) Large, high-grade, world-class, robust gold project (One of the most significant gold discoveries of the past 15 years) + Fortress Minerals Corp. Management team with a proven track record of developing, operating and unlocking value in unique world-class resource projects = A New Leading High Grade Gold Company 3
4 FDN: A World-Class Gold Project FDN is among the largest and highest grade undeveloped gold projectsin the world 7.26mm oz(23.5mmt at 9.59 g/t Au) Indicated and 2.55mm oz(14.5mmt at 5.46 g/t Au) Inferred Substantial potential to expand existing resource FDN can move quickly through feasibility to a construction decision US$279mm in exploration and development spending completed since 2006, including over 150km of drilling Kinross has completed pre-feasibility and feasibility work, as well as optimization and ranking studies Deposit can support a large scale, low cost, underground gold mining operation Significant exploration potential at FDN and in the >80,000 ha of surrounding concessions Highly capable management teamwith a demonstrated track record of creating value in the global resource sector Potential policy reform in Ecuador s mining sector Enhanced Government policy to improve international investment in Ecuador s mining sector Source: FDN Technical Report (October 21, 2014) Note: Mineral Resources are estimated, with an effective date of October 21, 2014, at a cut-off grade of 3.4 g/t Au and a long-term gold price of US$1,400/oz. Also see slide 13. 4
5 Core Team with Unparalleled Track Record Core team has a track record developing and profitably operating mines all over the world Lukas H. Lundin Chairman & Director Mr. Lundin currently serves as a director and officer of a number of resource-based companies, including Lundin Mining, Denison Mines, Lucara Diamond, Lundin Petroleum AB, and NGEx Resources Inc. The Lundin family currently oversees 11 public companies with a combined market capitalization of US$15bn Recent transactions have resulted in approximately US$11bn in value for shareholders Ron F. Hochstein President, ChiefExecutive Officer and Director Paul McRae Director Pablo Mir Director Chester See ChiefFinancial Officer Appointed President and CEO of Denison Mines in 2009, after having served as its President and COO since 2006 and President and CEO prior to the merger between International Uranium Corporation and Denison Mines Inc. Mr. Hochstein has served as a director of Denison Mines since April 2000 Global reputation in project and construction management for both surface and underground projects Most recently with AMEC in Chile as Project Manager on the Cerro Casale copper/gold project 30+ years experience in major underground projects for Inco (McCreedy East, Garson and Birch Tree projects), and served as Project Manager on the highly successful De Beers Victor Project in the north of Canada Lawyer, with a practice focusing on Natural Resources, Mining and Energy, and Public Works Concessions Has advised several mining companies and banks on projects in Argentina, Chile, Peru, Ecuador and Colombia Experience in dealing with new government processes and changes in mining and energy regulations, including leading the team that obtained approval for the first exploration project under Chile-Argentina Mining Treaty Received his J.D. degree, cum laude, from the Universidad de Chile, Admitted to Practice in Chile since 1987 Chief Financial Officer, NGEx Resources and former Financial Controller for Lucara Diamond ( ) Spent three years in public accounting with PricewaterhouseCoopers Note: Board also currently includes Ian Gibbs, James Cambon and Adam Lundin. Lundin Gold Board composition to be determined. 5
6 The Lundin Family A history of first-mover advantage on world-class assets, with a record of superior returns Alumbrera (Argentina) Acquired Alumbrera in 1992 for US$20mm in the midst of widespread policy reform Significantly advanced project and is now one of the largest mines in Argentina producing 500k oz Au and 160k t Cu annually Veladero (Argentina) The Lundin family (through Argentina Gold) invested US$16mm on 560k ha of land along the Chilean border Now producing over 650,000 ounces of gold per year Tenke (DRC) Acquired Tenke in 1996 becoming one of the first international miners to enter DRC Invested US$212mm to establish Tenke as one of largest undeveloped copper deposits and now producing over 195,000 tonnes of copper Fruta del Norte (Ecuador) Acquiring FDN in 2014 for US$240mm. 6
7 High Grade Development Projects FDN is among the largest and highest grade undeveloped gold projects in the world M&I Gold Resource (mmoz Au) Inferred Gold Resource (mmoz Au) M&I Resource Grade (g/t Au) mmoz 4.1 mmoz 2.7 mmoz 2.6 mmoz mmoz mmoz 2.2 mmoz 3.5 mmoz 1.7 mmoz 1.1 mmoz Pilar (Yamana) Phoenix (Rubicon) 0.5 mmoz Westwood (IAMGOLD) 2.8 mmoz 6.2 mmoz 4.0 mmoz 5.9 mmoz 7.3 mmoz Buritica (Continental) Cerro Negro (Goldcorp) Eleonore (Goldcorp) Meliadine (Agnico-Eagle) Fruta del Norte Source: FDN Technical Report (October 21, 2014) and technical reports filed on SEDAR Note: Projects shown are in the ramp-up, pre-production, development, or reserve definition phases M&I refers to Measured and Indicated Resources. The M&I Gold Resource (mmoz Au) for the Fruta del Norte Project contains Indicated Mineral Resources only. See slide 13. 7
8 Acquisition Summary Fortress to acquire a 100% interest in FDN for US$240 million Definitive Share Purchase Agreement: Fortress to acquire 100% of Aurelian Resources Inc., wholly owned by Kinross, for US$240mm US$100mm to US$190mm in cash; and US$50mm to US$140mm in shares of Fortress Other Terms and Conditions: 18 month extension from closing to the FDN concession (Economic Evaluation phase) Shareholder and regulatory approval Subject to the entering into of bilateral agreements between the Government of Ecuador (the GOE ) and each of Fortress and Kinross Closing expected mid-december 2014 No Financing Condition or Financing Risk The Lundin Family Trust has committed up to US$100mm to fund the acquisition Shares issued to Kinross and the Lundin Family Trust are subject to lock-ups (6 month hold on 50%, and 12 month hold on remaining 50%) 8
9 FDN: Location Intermediate sulphidation epithermal goldsilver deposit, located in southeast Ecuador, bordering Peru Nearest city is Loja (~80km away) 4th largest city in Ecuador Population of ~180,000 Vehicle access from Loja is via a 150 km long paved highway to the town of Los Encuentros 40 km gravel road connects Los Encuentros to FDN Source: FDN Technical Report (October 21, 2014) 9
10 Mineral Concessions and Surface Rights FDN is located on the Bonza-Las Peñas fault system that runs north-south Project consists of 36 mining concessions, 100% owned by Aurelian Ecuador S.A. Concession area of approximately 86,000 ha La Zarza concession is subject to a 1% NSR royalty, payable to a third party Titles re-issued May 2010 under new mining law ~17-18 years remain and renewable for 25 more Acquired surface rights covering approximately 4,000 ha, representing ~100% of project footprint under most potential development scenarios Additional land under long-term lease from Ecuador military for project development Source: FDN Technical Report (October 21, 2014) 10
11 History: Significant Work Completed Approx. US$279mm spent at FDN up to the end of 2012; exploration accounted for ~30% June Kinross announces it will cease development of FDN Mining Concept Study (focus on 3.5 ktpd operation) Ranking Studies (5.0ktpd GFL selected from a range of processing and throughput options) All historical and future investments are creditable to the Government's 52% economic benefit 2012 Feb Optimization & Feasibility Study(two stage construction: 2.5 ktpd WOCIL and 5 ktpd WOPOX) Pre-Feasibility Study (410k ozs Au per year over 17 years and reserves of 6.8mm oz Au at 8.1 g/t) Resource update(m&i of 5.7mm oz Au at 11.2 g/t and Inferred 6.1mm ozs Au at 7.9 g/t) General Operating costs and Studies 29% Other Expenditures 9% Aggregate Project Spend: US$279mm Exploration 30% Key Events Kinrossannounces the acquisition of Aurelian and the FDN project Aurelianannounces FDN discovery hole intersecting 237m grading 4.14 g/t Mine and Project Infrastructure 32% Source: Public disclosure and SEDAR filings Note: Whole Ore Pressure Oxidation ( WOPOX ), Whole Ore Carbon in Leach ( WOCIL ), Gravity-Float-Leach ( GFL ) 11
12 Main Site, Work Completed and Nearby Infrastructure Las Peñas Camp (Sleeps ~250 People) Roads, Surrounding Infrastructure (150km Paved Highway, 40km Gravel) Puerto Bolivar Water Treatment Core Shed -Drill Core (108,000m FDN & 32,000m Exploration) Exploration Decline Portal (600m Drifting Completed) Source: Management 12
13 NI Mineral Resource Current tech report confirms high grades and scale; Indicated category accounts for ~74% FDN Technical Report resource estimate (October 2014): Category Tonnage (mmt) Gold Grade (g/t) Silver Grade (g/t) Gold Contained (mmoz) Silver Contained (mmoz) Indicated Inferred Notes: 1. CIM definitions were followed for the classification of Mineral Resources. 2. Mineral Resources are estimated at a cut-off grade of 3.4 g/t Au. 3. The cut-off grade is calculated on: Long-term gold price = US$1,400 per ounce; Metal recovery = 93%; Mining cost = US$53/t milled; Processing cost = US$35/t milled; G&A cost = US$28/t milled; Total operating cost = US$116/t milled; Royalties = 6%; Typical smelter terms. 4. The Mineral Resource estimate uses drill hole data available as of October 21, Bulk density ranges from 2.62 t/m 3 to 2.73 t/m Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. 7. Numbers may not add due to rounding. Source: FDN Technical Report (October 21, 2014) 13
14 Project Mineralization The orebody is 1,670m along strike x 700m down dip x 150m-300m wide Near surface access and amenable to bulk underground mining Mineralization is characterized by quartz sulphide & carbonate stockwork veining and brecciation over broad widths of 100m-150m in the central and northern parts of the system Orebody is bounded by two faults to the east and west Mineralization Open Southern limits of the mineralization along the fault system have not been defined ~60% of gold mineralization is free milling, with ~40% moderately refractory Source: FDN Technical Report (October 21, 2014) 14
15 Block Grades and Select Drill Results 85% of Indicated resource contained in near surface zone of high grade breccia showing abundant veining and stockworks Deposit drilled out on 50m to 100m sections, with infill drilling 25-50m spacing over a 350m strike In general, indicated resource based on 35m drill spacing or less Select Drill Results Indicated Resource Cross Drill Hole ID Interval Au Ag Section (m) (g/t) (g/t) 2700N CP A N CP N CP N CP Mineralization Open 3300N CP N CP N CP N CP Source: FDN Technical Report (October 21, 2014) 15
16 Significant Exploration Upside Significant exploration upside, with targets already identified Significant exploration potential at FDN and in the >80,000 ha of surrounding concessions Near-term regional exploration plan to drill ~30,000m There are four advanced drill ready Condor District targets Castillo (south of FDN), Robles, Emperador & Rio Blanco Targeting low sulphidation epithermal systems Source: FDN Technical Report (October 21, 2014) 16
17 FDN: Estimated Project Schedule Focused on identifying the most economic production decision within months Production anticipated by 1H 2018; the below outlines the expected work plan until that period Milestone Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q Complete acquisition Studies & test work Permitting (general) Feasibility Production decision (Prior to "Economic Evaluation" deadline) Development Production Continued Exploration Source: Management preliminary estimate; subject to change without notice 17
18 Planned Project Expenditures (18 Months) ~US$50mm required in next months to advance FDN towards a production decision Amount (US$mm) Description Advanced Engineering Study $15.0 Metallurgical test work,geochemical and hydrogeological studies, mine backfill studies Underground Development $10.0 2,000m at $5,000/m Underground Exploration Drilling $4.0 20,000m at $200/m total cost Permitting and Social and Environmental Studies $1.0 Ongoing permitting and social development programs Regional Exploration $ ,000m at $300/m total cost Office and Las Peñas Camp $4.0 Site maintenance and administration Sub-total $45.0 Contingency (10%) $4.5 Total $49.5 Source: FDN Technical Report (October 21, 2014) 18
19 Ecuador: Stable Economy with Opportunity Ecuador is an OPEC member with considerable oil production, BUT an undeveloped mining sector Government/President Correa has plans to encourage investment in the mining sector Commissioned Wood Mackenzie in 2013 to evaluate competitiveness of Ecuador s mining policy Policy shifting towards increasing foreign investment Key focus of President Correa is the acceleration of primary resource development Returned to int l bond markets in June 2014 with US$2bn of 7.95% bonds (US$5bn in demand) Stable economy with strong GDP growth Adopted US$ as official currency in 2000 to stabilize the economy and control inflation Bolivia Peru Guyana Ecuador Colombia Suriname Argentina Brazil Venezuela Mexico Brazil Colombia Peru Argentina Bolivia Venezuela Ecuador Guyana Suriname $1,060 $756 $591 $276 $ GDP Growth Forecast 1.1% 1.3% $11,064 $15,953 $12, % 3.0% 3.9% 4.5% 4.3% 2012 Net Foreign Direct Invesment (US$mm) 4.9% 5.8% $68,093 Development of mining industry highly beneficial to Ecuador Combined capex of EcuaCorriente s Mirador and FDN (~US$1.4bn + ~US$1bn) represents over 400% of 2012 net FDI 6.5% Source: CIA World Factbook, Wall Street Journal, The Globe and Mail 19
20 Ecuador s Key Mining Legislation Expecting Changes - Government has stated plans to modernize mining laws; including tax incentives to attract foreign investors, and improving the windfall tax (1) Ecuadorian Mining Law promulgated in 2009 Amended in 2013 to delay windfall tax until investment is recovered and set ceiling on mining royalties at 8% Mining Law establishes three stages of development prior to the exploitation stage with maximum statutory period for each stage (2) Subject to GOE extension, FDN has 18 months remaining in Economic Evaluation stage During this period, Fortress intends to negotiate an Exploitation Agreement and Investment Protection Agreement in order to obtain an exploitation permit Exploitation Agreement Defines fiscal terms (royalty, tax, calculation methodology), established mining rights and title to concession, as well as obligations Investment Protection Agreement Voluntary agreement that defines legal framework, contractual rights, tax incentives and invariability guarantees 1. Source: Government of Ecuador disclosure 2. Three phases prior to exploitation: i) Initial Exploration (48 months), ii) Advanced Exploration (48 months), iii) Economic Evaluation (24 months with potential for 24 month extension) 20
21 FDN Tax Structure: Indicative Key Terms Project Economics Royalty Prepayment Net Smelter Return Royalty Minimum economic benefit to the government of 50% (based on the present value of cumulative cash flow using the Company s weighted average cost of capital) US$65mm credited against future royalty obligations, payable in two installments (US$40mm upon signing of Exploitation Agreement and US$25mm subject to various project development conditions) Sliding-scale net smelter return royalty linked to the realized gold price 5% for US$1,500/oz Au, 6% for > US$1,500/oz Au and US$1,800/ozAu, 7% for > US$1,800/oz Au and US$2,000/oz Au, 8% for >US$2,000/oz Au Calculated on the basis of revenues after the deduction of windfall profits tax payments and customary transportation and refining charges Corporate Tax Rate 22% (to be fixed under the proposed terms of the investment protection agreement) Profit Sharing Contribution Windfall Profits Tax Policy Revisions 15% of earnings before tax, with 12% to be paid to the State and 3% to be paid to employees 70% of the excess realized gold price above thebase gold price (10-year average LondonAM/PM Fixed Price plus 1 standard deviation) indexed to the United States Consumer Price Index (CPI) from signing of the Exploitation Agreement Windfall policy tax holiday until initial capital investment is recovered Right to seek amendments to the fiscal parameters of the exploitation agreement to preserve the original economic equilibrium and/or adoptrevisions to policy that are more favourable to the mine operator Source: FDN Technical Report (October 21, 2014) and draft Bilateral Agreement (last negotiated draft exploitation agreement annexed) Note: The fiscal regime established for large scale gold mines is based on existing legislation in combination with individually negotiated terms as set forth in the exploitation agreement and investment protection agreement between the GOE and the Concessionaire. Certain of the above rates and prices are based on the Executive Decree issued by President Correa dated 27 October 2014 and terms as last negotiated between the GOE and Kinross prior to Kinross withdrawal from the project. Those terms are expected to form the basis for the exploitation agreement and investment protection agreement to be entered into between the GOE and Fortress, however, there can be no assurance that those will ultimately be the agreed terms. 21
22 Ecuador Community Relations Excellent social responsibility practices already in place; Fortress to continue to address and improve local community living through a coordinated social development plan Social Responsibility Environmental Responsibility Artisanal & Small Scale Mining Active in education, local business development, infrastructure improvement (school and road), and youth culture and values support Adult education and skills training Community Internet access Improved waste management and recycling practices Construction of water treatment systems Novel environmental rehabilitation methods 15 operations formalized within concessions Support from environmental consultants to determine status of artisanal operations and improve practices Establishing a certification process 22
23 Why Fortress / Lundin Gold? FDN is among the largest and highest grade undeveloped gold projects in the world, with a resource that can support a large scale underground mine Improving political and taxation regime in Ecuador; expected to enhance long-term project economics FDN is a robust project benefiting from numerous technical studies and could become one of the largest, lowest cost gold producers Fortress is a Lundin family company, with the core team and experience to develop FDN into a world-class project that operates effectively to the benefit of shareholders Favourable valuationrelative to other high-grade large scale opportunities on an EV/oz Au basis 23
24 Corporate Office Fortress Minerals Corp. Suite 2000, 885 West Georgia Street Vancouver, B.C., Canada V6C 3E8 +1 (604) TSX-V: FST.H TSX: FST.H[; OMX: FST] 24
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