Orion Mine Finance

Private Capital for the Mining Industry

CONFIDENTIAL
Disclaimer
These presentation slides, their contents and any accompanying verbal presentation (together, the “Presentation”) have been prepared by Orion
Resource Partners (USA) LP (“Orion”) for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to purchase
any securities, which offer or solicitation shall be made only by means of a U.S. offering memorandum. This Presentation is intended to provide certain
information to potential investors directly or indirectly in Orion Mine Finance (Master) Fund III LP (together with its Feeder Funds, the “Fund”). A
private offering of interests in the Fund will only be made pursuant to the confidential private placement memorandum of the Fund (as amended or
supplemented from time to time, the “Memorandum”) and the Fund’s definitive documents, which will be furnished to qualified investors on a
confidential basis at their request for their consideration in connection with such offering. The information contained in the Presentation is qualified
in its entirety by reference to the Memorandum, which contains information about the investment objectives, terms, and conditions of an investment
in the Fund and also contains tax information and risk disclosures that are important to any investment decision regarding the Fund. No person has
been authorized to make any statement concerning the Fund other than as set forth in the Memorandum and any such statements, if made, may not
be relied upon.
This Presentation has been prepared by Orion based on information available as of the date hereof (and, in certain cases, as of specified prior dates).
No representation or warranty as to the accuracy or completeness of any information contained herein is given by or on behalf of Orion or its
respective affiliates, equity holders, directors, officers, partners, employees or advisers or any other person, and no liability whatsoever is accepted for
any loss arising from any use of such information or opinions or otherwise arising in connection therewith (including in the case of negligence). The
Presentation does not contain all the information that you may desire in investigating and evaluating an investment in the Fund, and is subject (in
whole or in part) to updating, completion, revision, amendment and verification. You must conduct and rely on your own examination of the Fund and
the terms of the offering, including the merits and risks involved. All statements of opinion contained in this Presentation, all views expressed and all
projections, forecasts or statements relating to expectations regarding future events, or the possible future performance of the Fund or any prior fund,
represent Orion’s own assessment, based on information available to it as at the date hereof. Actual results could differ materially from such opinions,
views, projections, forecasts and statements set forth herein. Past performance is no guarantee of future results.
Prospective investors are encouraged to contact Fund representatives to discuss the procedures and methodologies used to calculate investment
performance. See the Fund’s data room for details on how Orion determined the fair market value of investments and the assumptions used to
calculate its projections. The distribution of this Presentation is restricted in certain jurisdictions. Accordingly, no person receiving a copy of this
Presentation in any territory may treat it as constituting an invitation to him to purchase or subscribe for interests in the Fund. Certain information
contained in this Presentation constitutes “forward-looking statements,” which can be identified by the use of words such as “may,” “will,” “should,”
“expect,” “anticipate,” “target,” “project,” “estimate,” “intend,” “continue” or “believe,” or the negatives thereof or variations thereon or comparable
terms. Due to risks and uncertainties, actual events or results or the actual performance of the Fund may differ materially from those reflected or
contemplated in such forward-looking statements and should not be relied on in deciding whether to invest in the Fund.
This Presentation, and the information contained here, is confidential. By accepting delivery of this Presentation, the recipient agrees to the foregoing
and agrees not to use the information herein for any purpose other than to consider an investment in the Fund.
Totals may not add due to rounding. All figures are in United States dollars.
Background to Orion
MARKET LEADER IN MINE FINANCE1
o With over $6.2 billion in capital, Orion is a market leader in the mine finance space
o Over 50 professionals with an average of 15 years’ experience

WHAT DO WE DO?
o Create value by fully financing construction- and production-stage mining assets
o Tailored financial packages offer counterparties the bulk of the debt, equity and streams necessary
to fully finance a project
o Value is created by generating interest and trading income, as well as gains from the sale of streams
and equity once assets are operational – NAVs may move from a significant discount to a premium as
mines move to cash flow – the value delta can exceed 2.5x
o This value creation takes place somewhat independently of market conditions

1. As of 3/31/20. 3
Mine Finance Team
Globally situated in four mining centers: New York, Denver, London and Sydney

MINE FINANCE TEAM FINANCE OPERATIONS

Oskar Lewnowski Mike Barton Jeff Feeley Limor Nissan

Chief Investment Officer – NYC Portfolio Manager – LON Chief Financial Officer – NYC COO/General Counsel – NYC

Philip Clegg Jon Lamb Jeff Larkins Rick Gashler

Portfolio Manager – LON Portfolio Manager – NYC Controller – NYC CCO/Deputy General Counsel – NYC

Peter Rozenauers Istvan Zollei Winston Ferreras Dov Lader

Portfolio Manager – SYD Portfolio Manager – NYC Assistant Controller – NYC Deputy General Counsel – NYC

Edwin Bennett John Dorian Hyun Kim Caroline Roosje

Investment Manager – NYC Investment Manager – SYD Assistant Controller – NYC Corporate Secretary – NYC

Andrew Ham Zsombor Vincze Gillian Thomas Paul Kampta

Investment Manager – LON Investment Manager – NYC Assistant Controller – NYC Chief Technology Officer – NYC

Daniel Zier Ruby Barickman Aaron Schneider Carl Keng Seng

Investment Manager – NYC Investment Associate – DEN Senior Fund Accountant - NYC Facilities Manager – NYC

Stephen MacFarlane Kurt Wasserman Ashley Espejo

Investment Associate – SYD Investment Associate – NYC Tax Manager – NYC
INVESTOR RELATIONS

Mike Wrotniak Kirsten Wolf Matthew Zales

Investment Associate – LON Chief Risk Officer – NYC
MERCHANT SERVICES Head of Investor Relations – NYC

Victor Flores Josh Biddinger Joseph Spiciarich Kara Hobbs

Director of Strategic Projects – NYC Risk Manager – NYC Chief Executive Officer – NYC Director - LON

Barry Cooper Nick Michael Chris Muscarella Johanna Peiser

Fund I, II, III Ind. IC Member Technical Director – DEN Operations Manager – NYC Associate Director – NYC

Warwick Morris Geoff Elson Courtney Frazier Alexandra Killian

Fund II, III Ind. IC Member Technical Manager – DEN Operations Associate – NYC Associate – NYC

Robin Weisman Mike Blois

Fund III Ind. IC Member Development Manager – DEN

4
Value Creation1
Unlocking revaluation of mining companies

EXPLORATION EXECUTION
(binary risks) (manageable risks)
EXPLORATION & DISCOVERY

PRE-FEASIBILITY

CONSTRUCTION
FEASIBILITY &
1.0x/NAV

PERMITTING
(Value through Mine Development Cycle)

PRODUCTION
SCOPING

0.4x/NAV
VALUE CREATION
up to 2.5x

ENTERPRISE ORION INVESTMENT TARGET:

VALUE1 0-3 Years from production

PRODUCTION = (Cost: $500 - $1,000M) + (Time: 8 – 15 Years)

1. For illustrative purposes only. A number of factors will affect value including: macro-economics, metals prices, technical, 5
and individual project economics. The investment focus does change from time to time. Not all investments appreciate in
value.
Investment Approach
Flexibility to draw upon numerous combinations to fully finance a project

DEBT
CAPITAL STACK o Senior-security provides downside protection
o Disbursements based on pre-agreed milestones

SENIOR o Spread yields provide inflation protection

o Amortizing loans with 5-year tenors

MEZZANINE PRODUCTION-LINKED
o Hybrids combine downside protection and upside
STREAM participation
o Cash flows linked to production
o Real-time look through into operations
ROYALTY
EQUITY
OFFTAKE o Targeting an initial valuation (~0.4x NAV) and
driving to a re-rating (~1.0x NAV)
o Both minority & control possible
EQUITY o Structured as part of a larger transaction

6
Target Composition
Portfolio approach

AREA TARGET
Deal Count 15 Core positions (plus possible toe-holds)
50% Industrial metals (Cu, Zn, Pb, Sn, Ni, Al)
Commodity
50% Precious metals (Au, Ag, Pl, Pd)
75% Construction (permits, feasibility complete)
Stage
25% Production (in production)
75% Mine Finance (typically in construction)
Approach
25% Acquisition (typically in production)
33% Debt (senior-security sought)
Strategy 34% Production-linked (streams, prepays, royalties, offtakes)
33% Equity (public or private)
75% Tier-1 (first-world jurisdictions)
Geography
25% Tier-2 (emerging markets)

7
Investment Process
What’s it like to do a deal with Orion?

o Efficient process – Time from screening to close takes an average of 6 months

o Terms agreed up-front – Term sheets are highly negotiated to provide deal clarity
o Clear approval process – Investment Committee approval with input from all functional areas
o Low execution risk – 80% success rate

o Large universe of potential counterparties maintained

1. Sourcing
o Most sourcing comes through existing relationships

2. Term Sheets o Return targets are set and risks are rated/scored
o Bespoke term sheets are issued and negotiated

o Investment team leads site diligence and negotiates terms

3. Diligence
o In-house technical team with outside specialist conducts project reviews

o Committee of 3 internal and 3 external (ESG, operations, geology)

4. Committee
o Any conditions precedent must be satisfied

o Payments and milestones are checked by the appropriate internal parties

5. Monitoring
o Ongoing site visits conducted as needed

8
Risk Management
A focused due diligence process

RIGOROUS INTERNAL PROCESS

o Risk review is independent of the investment process – reports directly to the IC
o Process run in tandem with the investment decision
o Initial process has two stages: term sheet development and due diligence review
o Risk Matrix ranks each area of diligence
o Risk covers technical, operating, legal, accounting, tax and financial areas

FINANCIAL OPERATIONAL E.S.G.

o Cash flow model is stress tested
with technical and price variations
o Adjust for deal terms such as
covenants, milestones and controls
o Debt service tested
o Collateral examined
o Credit ratios monitored
Regulatory charges and taxes
o o
o Technical team/outside engineers
cover resource/project definition
o Construction budgets/timelines are
reviewed against milestones
o Engineering review
o Procurement review
o Construction review
Contracts (labor, sales etc.)
o Closure/remediation check
o IFC’s “Performance Standards on
Environmental and Social
Sustainability”
o Geo-political at various levels: anti-
corruption etc.
o Biodiversity protection/conservation
o Local community impact
o Political and general economic outlook
o Occupational health/safety monitoring