
|
CAUTIONARY
NOTE REGARDING FORWARD LOOKING STATEMENTS
|
3 | |||
|
CORPORATE
STRUCTURE
|
4 | |||
|
GENERAL
DEVELOPMENT OF THE BUSINESS
|
5 | |||
|
DESCRIPTION
OF THE BUSINESS
|
14 | |||
|
JAGUAR
GOLD OPERATIONS AND PROJECTS
|
20 | |||
|
RISK
FACTORS
|
73 | |||
|
DIVIDENDS
|
79 | |||
|
DESCRIPTION
OF CAPITAL STRUCTURE
|
80 | |||
|
MARKET
FOR SECURITIES
|
81 | |||
|
DIRECTORS
AND EXECUTIVE OFFICERS
|
83 | |||
|
INTEREST
OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
|
88 | |||
|
TRANSFER
AGENTS AND REGISTRAR
|
89 | |||
|
MATERIAL
CONTRACTS
|
90 | |||
|
INTERESTS
OF EXPERTS
|
91 | |||
|
ADDITIONAL
INFORMATION
|
92 | |||
|
APPENDIX
A CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
|
93 |
|
|
•
|
Jaguar
commissioned TechnoMine to prepare technical studies with respect to the
expansion,
|
|
|
•
|
TechnoMine
completed a scoping study on the Caeté
Project,
|
|
|
•
|
Jaguar
received the Implementation License (LI) for the Caeté
Project,
|
|
|
•
|
Jaguar
secured the power contract for a 2009 start-up of the Caeté Project,
and
|
|
|
•
|
TechnoMine
completed an NI 43-101 technical report on the Caeté Project
resources.
|
|
Ore
processed
(000
tonnes)
|
Feed
Grade
(grams
per tonne)
|
Plant
Recovery
Rate
(%)
|
Production
(ounces)
|
Cash
operating
cost
per tonne
(US$)
|
Cash
operating
cost
per ounce
(US$)
|
|
|
Turmalina
|
481
|
5.46
|
88
|
72,785
|
55.30
|
364.00
|
|
Paciência
|
277
|
3.28
|
92
|
24,364
|
43.00
|
443.00
|
|
Sabará
|
475
|
1.54
|
66
|
18,199
|
22.50
|
667.00
|
|
Total
|
1,233
|
3.46
|
85
|
115,348
|
39.90
|
429.00
|
|
Estimated
|
Estimated
|
|
|
FY
2009
|
FY
2009
|
|
|
Operation
|
Production
|
Cash
Operating Cost
|
|
(ounces)
|
(US$/ounce)
|
|
|
Turmalina
|
80,000-85,000
|
$354-387
|
|
Paciência
|
65,000-70,000
|
$362-398
|
|
Sabará
|
20,000
|
$374-411
|
|
Total
|
165,000-175,000
|
$360-394
|
|
|
(i)
|
The
Technical Report on the Turmalina Gold Project dated September 10, 2005
and revised on March 10, 2006, as supplemented by a Technical Report on
Turmalina Gold Project dated March 14, 2006 and as further revised on July
31, 2006, which cover the Turmalina property (the “Scott Wilson RPA
Turmalina Technical Report”);
|
|
|
(ii)
|
The
Technical Report on the Turmalina Expansion Feasibility Study dated
September 9, 2008 (the “TechnoMine Turmalina Expansion Technical Report”),
which covers the Satinoco property;
|
|
|
(iii)
|
The
Technical Report on the Paciência Gold Project Santa Isabel Mine dated
August 7, 2007 (the “TechnoMine Paciência Technical Report”), which covers
the Paciência-Santa Isabel
property;
|
|
|
(iv)
|
The
Technical Report on Jaguar’s initial concessions on the Quadrilátero dated
September 17, 2004 and revised on December 20, 2004 (the “TechnoMine
Quadrilátero Technical Report”), which covers the Sabará, Paciência and
Santa Bárbara properties;
|
|
|
(v)
|
The
Technical Report on the Sabará Project dated February 17, 2006 (the “Scott
Wilson RPA Sabará Technical Report”), which covers Zones A and B and
Lamego (also called Zone C) and Queimada properties;
and
|
|
|
(vi)
|
The
Technical Report on the Caeté Expansion Feasibility Study dated September
15, 2008 (the “TechnoMine Caeté Technical Report” and together with the
technical reports in items (i)-(v), the "Technical Reports"), which covers
the Pilar and Roça Grande
properties.
|


|
(2)
TechnoMine NI 43-101 Technical Report on the Paciência Gold Project Sta.
Isabel Mine filed on SEDAR on August 9,
2007.
|
|
Property
|
Permits
|
|
|
Phase
|
Status
|
|
|
Sabará
|
||
|
Sabará
Plant
|
Implementation
License
|
Received
September 2005
|
|
Sabará
Plant
|
Operation
License
|
Received
December 2006
|
|
Sabará
Zone A Mine
|
Implementation
License
|
Received
September 2006
|
|
Sabará
Zone A Mine
|
Operation
License
|
Received
November 2006
|
|
Paciência
|
||
|
Santa
Isabel Mine and Plant
|
Implementation
License
|
Received
May 2007
|
|
Santa
Isabel Mine and Plant
|
Operation
License
|
Received
October 2008
|
|
Caeté
Project
|
||
|
Caeté
Plant
|
Implementation
License
|
Received
July 2007
|
|
Caeté
Plant
|
Operation
License
|
Expected
June 2010
|
|
Caeté
Tailing Dam
|
Previous
License
|
Received
November 2007
|
|
Caeté
Tailing Dam
|
Implementation
License
|
Expected
March 2009
|
|
Caeté
Tailing Dam
|
Operation
License
|
Expected
December 2009
|
|
Roça
Grande Mine
|
Operation
License
|
Received
April 2008
|
|
Pilar
Mine
|
Implementation
License
|
Received
August 2008
|
|
Pilar
Mine
|
Operation
License
|
Expected
June 2010*
|
|
Turmalina
|
||
|
Turmalina
Mine and Plant
|
Implementation
License
|
Received
August 2006
|
|
Turmalina
Mine and Plant
|
Operation
License
|
Received
March 2007
|
|
Turmalina
Mine and Plant Expansion I
|
Operation
License
|
Expected
April 2009
|
|
Turmalina
Tailing Dam Expansion I
|
Implementation
License
|
Expected
February
2009
|
|
Turmalina
Operations
|
Paciência
Operations
|
Sabará
Operations
|
Caeté
Project
|
|
Turmalina
Plant
|
Paciência
Plant
|
Sabará
Plant
|
Caeté
Plant
|
|
Turmalina
Mine (Ore Bodies A and B)
|
Santa
Isabel Mine
|
Sabará
Zone A Mine
|
Roça
Grande Mine
|
|
Satinoco
(Ore Body C)
|
Bahú
Target
|
Serra
Paraíso Target
|
Pilar
Mine
|
|
Satinoco
Extension (Ore Body D)
|
NW01
Target
|
Rio
de Peixe Oxide
|
Catita
II Target
|
|
Faina
and Pontal Targets
|
Rio
de Peixe Sulfide
|
Catita
Oxide
|
Morro
do Adão Target
|
|
Fazenda
Experimental Target
|
Conglomerates
Target
|
Boa
Vista Target
|
Camará/Trindade
Targets
|
|
Mine
life:
|
8.6
years, beginning in October 2006
|
||
|
Total
millfeed:
|
2,916,000
tonnes at a grade of 6.1 grams per tonne Au
|
||
|
Operations:
|
360
days per year
|
||
|
Open
pit production:
|
92,400
tonnes at a grade of 5.4 grams per tonne Au
|
||
|
Strip
Ratio:
|
2.57
|
||
|
Underground
production:
|
1,000
tonnes per day at a grade of 6.1 grams per tonne Au
|
||
|
Mill
throughput:
|
1,000
tonnes per day, 360,000 tons per year
|
||
|
Gold
recovery:
|
90%
to doré
|
||
|
Total
gold produced:
|
512,000
ounces
|
|
Gold
price:
|
US$450
per ounce
|
||
|
Transport
and insurance:
|
US$3.60
per ounce
|
||
|
Refining:
|
1%
of gross sales
|
||
|
CFEM
(federal) royalty:
|
1%
of gross sales
|
||
|
Royalty
to landowner:
|
5%
NSR on first US$10 M/year, 3% on
remainder
|
|
Costs
|
|
Operating
cost:
|
US$33.23
per tonne milled
|
||
|
Pre-production
Capital cost:
|
US$28.7
million
|
||
|
Sustaining
capital:
|
US$2.8
million (includes closure)
|
||
|
Exchange
Rate:
|
reverting from current rates to
long-term rate of US$1.00 = R $2.501
|
|
TABLE
1-1 PRE-TAX CASH FLOW $450/OUNCES
GOLD
|



|
-20%
|
-10%
|
Base
Case
|
+10%
|
+20%
|
|
|
Gold
Price (US$/ounces)
Pre-tax
NPV (US$ million)
|
360
$
12.7
|
405
$
22.8
|
450
$
33.0
|
495
$
43.1
|
540
$53.2
|
|
Grade
(grams per tonne)
Pre-tax
NPV (US$ million)
|
4.86
$
12.8
|
5.46
$
22.9
|
6.07
$
33.0
|
6.68
$
43.0
|
7.28
$53.1
|
|
Operating
Costs (US$ million)
Pre-tax
NPV (US$ million)
|
$
62.0
$
41.8
|
$
78.5
$
37.4
|
$
96.9
$
33.0
|
$
117.3
$
28.5
|
$
139.6
$
24.1
|
|
Capital
Costs (US$ million)
Pre-tax
NPV (US$ million)
|
$
20.2
$
37.5
|
$
25.6
$
35.2
|
$
31.6
$
33.0
|
$
38.2
$
30.7
|
$
45.4
$
28.4
|
|
Exchange
Rate (R$/US$)
Pre-tax
NPV (US$ million)
|
2.00
$
14.5
|
2.25
$
24.9
|
2.50
$
33.0
|
2.75
$
39.7
|
3.00
$
45.2
|
|
Mine
Life (Mt)
Pre-tax
NPV (US$ million)
|
2.3
$
25.6
|
2.6
$
28.7
|
2.9
$
33.0
|
3.2
$
36.0
|
3.5
$
38.9
|
|
Principal
Zone
|
NE Zone
|
CD Zone
|
TOTAL
|
||||||
|
(Ore Body
A)
|
(Ore Body
B)
|
||||||||
|
Tonnes
|
Grade
|
Tonnes
|
Grade
|
Tonnes
|
Grade
|
Tonnes
|
Grade
|
Cont. Au
|
|
|
(t)
|
(g/t)
|
(t)
|
(g/t)
|
(t)
|
(g/)
|
(t)
|
(g/t)
|
(oz)
|
|
|
Measured
|
276,000
|
6.1
|
276,000
|
6.1
|
54,000
|
||||
|
Indicated
|
1,830,000
|
7.8
|
748,000
|
5.6
|
2,577,000
|
7.1
|
590,000
|
||
|
Meas +
Indic
|
2,106,000
|
7.6
|
748,000
|
5.6
|
2,854,000
|
7.0
|
644,000
|
||
|
Inferred
|
554,000
|
7.0
|
256,000
|
5.5
|
218,000
|
5.8
|
1,027,000
|
6.4
|
211,000
|
|
|
1.
|
CIM
definitions were followed for Mineral
Resources.
|
|
|
2.
|
Mineral
Resources are estimated at a cutoff grade of 1.0 grams per tonne
Au.
|
|
|
3.
|
A
minimum mining width of 1.0 meters was
used.
|
|
|
4.
|
Rows
and columns may not total due to
rounding.
|
|
|
5.
|
Mineral
resources exclude previous
production.
|
|
|
6.
|
The
mineral resources are inclusive of mineral
reserves.
|
|
Principal
Zone
|
NE Zone
|
CD Zone
|
TOTAL
|
||||||
|
(Ore Body
A)
|
(Ore Body
B)
|
||||||||
|
Tonnes
|
Grade
|
Tonnes
|
Grade
|
Tonnes
|
Grade
|
Tonnes
|
Grade
|
Cont. Au
|
|
|
(t)
|
(g/t)
|
(t)
|
(g/)
|
(t)
|
(g/)
|
(t)
|
(g/)
|
(oz)
|
|
|
Proven
|
234,000
|
5.5
|
234,000
|
5.5
|
41,000
|
||||
|
Probable
|
2,017,000
|
6.8
|
665,000
|
4.9
|
2,682,000
|
6.3
|
546,000
|
||
|
Total
|
2,252,000
|
6.7
|
665,000
|
4.9
|
2,916,000
|
6.3
|
587,000
|
||
|
|
1.
|
Based
on a gold price of US$450 per ounce
|
|
|
2.
|
Cutoff
grade = 1.0 grams per tonne
|
|
|
3.
|
Dilution
overall = 15%
|
|
|
4.
|
Extraction
= 89%
|
|
|
5.
|
Reserves
estimated according to CIM
definitions
|
|
|
6.
|
Rows
and columns may not add exactly due to
rounding
|
|
•
|
Access
|
100%
complete
|
|
•
|
Site
Preparation
|
100%
complete
|
|
•
|
Buildings
|
98%
complete
|
|
•
|
Civil
works (mainly concrete)
|
56%
complete
|
|
•
|
Structural
steel
|
16%
complete
|
|
•
|
Tanks,
platework
|
17%
complete
|
|
•
|
Electrical
(incl. 5 kilometers power line)
|
0%
complete
|
|
•
|
Piping
|
0%
complete
|
|
•
|
Instrumentation
|
0%
complete
|
|
•
|
Paste
fill plant
|
0%
complete
|
|
US$ ‘000’s
|
||||
|
Open Pit
Mining
|
374 | |||
|
Underground Mine
Development
|
3,341 | |||
|
Underground Mine
Equipment
|
3,963 | |||
|
Plant
Equipment
|
5,260 | |||
|
Plant
Construction
|
7,984 | |||
|
Infrastructure
Construction
|
1,897 | |||
|
Land
Acquisition
|
2,118 | |||
|
EPCM
|
4,020 | |||
|
Commissioning
|
45 | |||
|
Environment
|
1,543 | |||
|
Tailings
Dam
|
1,000 | |||
|
Total
|
$ | 31,545 | ||
|
US$/tonne
milled
|
||||
|
Underground
Mining
|
16.60 | |||
|
Processing
|
13.93 | |||
|
G&A
|
2.58 | |||
|
Environment
|
0.12 | |||
|
Total
|
$ | 33.23 | ||
|
|
•
|
The
diamond drilling techniques and technical controls were performed to
industry standards and produced samples of adequate quality to develop a
database for resource estimation.
|
|
|
•
|
The
sampling method and approach, as well as the sample preparation and
analysis, were adequate for resource
estimation.
|
|
|
•
|
The
data verification program conforms to industry standards, but
noncompliance issues should be addressed on a timely
basis.
|
|
|
•
|
The
resource grade may be biased 5% to 10% low due to possible problems in the
SGS do Brasil Ltda. (SGS)
laboratory.
|
|
|
•
|
The
assumptions, parameters, and methodology used for resource estimation are
appropriate for the style of
mineralization.
|
|
|
•
|
Mineral
resources and reserves have been estimated according to the requirements
of CIM definitions and, in Scott Wilson RPA’s opinion, are compliant with
NI 43-101.
|
|
|
•
|
Stope
extraction does not include an allowance for ore loss, however, the
overall extraction of 89% should be
adequate.
|
|
|
•
|
Dilution
rates of 15% are reasonable, however, previous testing indicates that
dilution rates up to 20% may occur.
|
|
|
•
|
There
is some risk related to the size of the underground openings to be
backfilled.
|
|
|
•
|
The
use of the open pit for tailings deposition is nominally an expedient
alternative, however, a tailings pond facility will be required once the
open pit is filled.
|
|
|
•
|
Scott
Wilson RPA presented the following recommendations in the Scott Wilson RPA
Turmalina Technical Report:
|
|
|
•
|
Assess
the potential for lateral and downward extension of mineralization and
extend diamond drilling programs as
necessary.
|
|
|
•
|
Investigate
possible low bias in the SGS analytical
laboratory.
|
|
|
•
|
Establish
a QAIQC program to monitor laboratory results on a “per batch”
basis. Request copies of the laboratory in-house QA/QC
reports.
|
|
|
•
|
Establish
a standard operating procedure whereby, during the resource estimation
process, outlier assays are capped prior to
compositing.
|
|
|
•
|
Consideration
should be given to backfilling smaller openings on a more frequent
basis.
|
|
|
•
|
Investigate
the following items before placing tailings in the open
pit:
|
|
|
•
|
Crown
pillar stability to prevent inrush into the mine
workings.
|
|
|
•
|
Proper
sealing of the vent raise connection from the bottom of the open pit to
the mine.
|
|
|
•
|
The
effect of water on the tailings during the rainy season and the prevention
of liquefaction.
|
|
|
•
|
Proceed
with detailed design and cost estimation for the proposed tailings pond
facility.
|
|
TABLE
1-3 MINERAL RESOURCES - JULY 2006
|
|||||||||
|
Jaguar
Mining Inc. - Turmalina Project
|
|||||||||
|
Principal
Zone
(Ore
Body A)
|
NE
Zone
(Ore
Body B)
|
CD
Zone
|
TOTAL
|
||||||
|
Tonnes
|
Grade
|
Tonnes
|
Grade
|
Tonnes
|
Grade
|
Tonnes
|
Grade
|
Cont.
Au
|
|
|
(t)
|
(g/t)
|
(t)
|
(g/t)
|
(t)
|
(g/t)
|
(t)
|
(g/t)
|
(oz)
|
|
|
Measured
|
276,000
|
6.1
|
276,000
|
6.1
|
54,000
|
||||
|
Indicated
|
1,830,000
|
7.8
|
748,000
|
5.6
|
2,577,000
|
7.1
|
590,000
|
||
|
Measured
+ Indicated
|
2,106,000
|
7.6
|
748,000
|
5.6
|
2,854,000
|
7.0
|
644,000
|
||
|
Inferred
|
554,000
|
7.0
|
256,000
|
5.5
|
218,000
|
5.8
|
1,027,000
|
6.4
|
211,000
|
|
|
1.
|
CIM
definitions were followed for Mineral
Resources.
|
|
|
2.
|
Mineral
Resources are estimated at a cutoff grade of 1.0 grams per tonne
Au.
|
|
|
3.
|
A
minimum mining width of 1.0 m was
used.
|
|
|
4.
|
Rows
and columns may not total due to
rounding.
|
|
|
5.
|
Mineral
resources exclude previous
production.
|
|
TABLE
1-4 MINERAL RESERVES - JULY 2006
|
|||||||||
|
Jaguar
Mining Inc. - Turmalina Project
|
|||||||||
|
Principal
Zone
(Ore
Body A)
|
NE
Zone
(Ore
Body B)
|
CD
Zone
|
TOTAL
|
||||||
|
Tonnes
|
Grade
|
Tonnes
|
Grade
|
Tonnes
|
Grade
|
Tonnes
|
Grade
|
Cont.
Au
|
|
|
(t)
|
(g/t)
|
(t)
|
(g/t)
|
(t)
|
(g/t)
|
(t)
|
(g/t)
|
(oz)
|
|
|
Proven
|
234,000
|
5.5
|
234,000
|
5.5
|
41,000
|
||||
|
Probable
|
2,017,000
|
6.8
|
665,000
|
4.9
|
2,682,000
|
6.3
|
546,000
|
||
|
Total
|
2,252,000
|
6.7
|
665,000
|
4.9
|
2,916,000
|
6.3
|
587,000
|
||
|
|
1.
|
Based
on a gold price of US$ 450 per
ounce
|
|
|
2.
|
Cutoff
grade = 1.0 grams per tonne
|
|
|
3.
|
Dilution
overall = 15%
|
|
|
4.
|
Extraction
= 89%
|
|
|
5.
|
Reserves
estimated according to CIM
definitions
|
|
|
6.
|
Rows
and columns may not add exactly due to
rounding
|
|
|
7.
|
Expected
process recovery = 90%.
|
|
|
•
|
AngloGold
Ashanti’s exploration program from 1979 to 1988, which included 9 diamond
drill holes totaling 1,524 meters and about 250 meters of
trenches.
|
|
|
•
|
Jaguar’s
three-phase surface diamond drilling program from 2004 to 2007, as
summarized below:
|
|
|
•
|
Phase
1: 5,501 meters drilled in 35 holes. This program tested the
continuity of the mineralized body between the weathered zone and up to
200 meters below the surface.
|
|
|
•
|
Phase
2: 3,338 meters drilled in 24 complementary infill holes to create a 25 x
60 meter grid between the surface and 100 meters below and to test the
continuity of the mineralized body up to 350 mmeters above sea
level.
|
|
|
-
|
Phase
3: In 2007, an additional drill hole campaign was carried out, which
consisted of 12,763 meters drilled in 48 holes. Results from
holes FSN 10 to 68 from this campaign were included in estimating mineral
resources contained in the original TechnoMine Satinoco Target Resource
Statement technical report dated October 22, 2007. Results from
the remaining drill holes FSN 69 to 113 were included in the TechnoMine
Satinoco Target Resource Statement technical report dated February 5,
2008. Results from drill holes FSN 114 to 116 have been
included in this feasibility study. From the total 12,763
meters drilled, 11,889 meters were utilized to estimate the mineral
resources.
|
|
|
•
|
Underground
Development: in 2007, a horizontal drift excavation was started from the
Turmalina ramp in order to access the central portion of the Satinoco
Structure. The purpose was to expose the Satinoco mineralized body along
strike. The underground developments are progressing and now total about
822 meters. Jaguar’s exploration and development plans at the Turmalina
mining complex include additional underground drilling to define the
Satinoco zones that cannot be drilled from the surface, in order to
further increase estimated mineral resources in future
studies.
|
|
Ore
Body C Mineral Resources
Cut-off
Grades: 0.3 Au (g/t) - Oxide and 1.5 Au (g/t) Sulfide
|
||||
|
Type
|
Resource
Category
|
Tonnage
(t)
|
Au
(g/t)
|
oz
Au
|
|
Oxide
|
Measured
|
55,280
|
3.12
|
5,550
|
|
Indicated
|
72,120
|
2.55
|
5,920
|
|
|
Measured
and Indicated
|
127,400
|
2.80
|
11,470
|
|
|
Inferred
|
400
|
0.46
|
10
|
|
|
Sulfide
|
Measured
|
470,220
|
3.58
|
54,150
|
|
Indicated
|
1,026,380
|
3.28
|
108,280
|
|
|
Measured
and Indicated
|
1,496,600
|
3.37
|
162,430
|
|
|
Inferred
|
479,340
|
3.71
|
57,090
|
|
|
Total
|
Measured
|
525,500
|
3.53
|
59,700
|
|
Indicated
|
1,098,500
|
3.23
|
114,200
|
|
|
Measured
and Indicated
|
1,624,000
|
3.33
|
173,900
|
|
|
Inferred
|
479,740
|
3.70
|
57,100
|
|
|
Ore
Body A Mineral Resources included in the Expansion
Project
|
||||
|
Cutoff
Grade: 1.0 Au (g/t)
|
||||
|
Type
|
Resource
Category
|
Tonnage
(t)
|
Au
(g/t)
|
oz
Au
|
|
Sulfide
|
Measured
|
0
|
0
|
0
|
|
Indicated
|
391,700
|
8.23
|
103,700
|
|
|
Total
|
Measured
and Indicated
|
391,700
|
8.23
|
103,700
|
|
Inferred
|
0
|
0
|
0
|
|
|
Expansion
Project Total Mineral Resources (Ore Bodies A and C)
|
||||
|
Type
|
Resource
Category
|
Tonnage
(t)
|
Au
(g/t)
|
oz
Au
|
|
Oxide
|
Measured
|
55,280
|
3.12
|
5,550
|
|
Indicated
|
72,120
|
2.55
|
5,920
|
|
|
Measured
and Indicated
|
127,400
|
2.80
|
11,470
|
|
|
Inferred
|
400
|
0.46
|
10
|
|
|
Sulfide
|
Measured
|
470,220
|
3.58
|
54,150
|
|
Indicated
|
1,418,080
|
4.65
|
211,980
|
|
|
M+I
|
1,888,300
|
4.38
|
266,130
|
|
|
Inferred
|
479,340
|
3.71
|
57,090
|
|
|
Total
|
Measured
|
525,500
|
3.53
|
59,700
|
|
Indicated
|
1,490,200
|
4.55
|
217,900
|
|
|
Measured
and Indicated
|
2,015,700
|
4.28
|
277,600
|
|
|
Inferred
|
479,740
|
3.70
|
57,100
|
|
|
Ore
Body C Proven and Probable Mineral Reserves
|
||||
|
Type
|
Reserve Category
|
Tonnage
(t)
|
Au
(g/t)
|
0z
Au
|
|
Oxide
|
Proven
|
19,500
|
4.02
|
2,520
|
|
Probable
|
35,700
|
3.35
|
3,850
|
|
|
Proven
+ Probable
|
55,200
|
3.59
|
6,370
|
|
|
Sulfide
|
Proven
|
353,300
|
3.40
|
38,650
|
|
Probable
|
857,300
|
2.97
|
81,980
|
|
|
Proven
+ Probable
|
1,210,600
|
3.10
|
120,630
|
|
|
Total
|
Proven
|
372,800
|
3.43
|
41,170
|
|
Probable
|
893,000
|
2.99
|
85,830
|
|
|
Proven
+ Probable
|
1,265,800
|
3.12
|
127,000
|
|
|
Open
Pit Dilution:
|
12%
|
|
|
Underground
Mine Dilution:
|
15%
|
|
|
Satinoco
Overall Mining Recovery:
|
68%
|
|
Ore
Body A Proven and Probably Mineral Reserves that will be used in the
Expansion Project
|
||||
|
Type
|
Reserve Category
|
Tonnage
(t)
|
Au
(g/t)
|
oz
Au
|
|
Sulfide
|
Proven
|
0
|
0
|
0
|
|
Probable
|
418,800
|
7.16
|
96,410
|
|
|
Proven
+ Probable
|
418,800
|
7.16
|
96,410
|
|
|
Mine
Dilution:
|
15%
|
|
Mining
Recovery:
|
93%
|
|
Expansion
Project Proven and Probable Mineral Reserves
|
||||
|
Type
|
Resource
Category
|
Tonnage
(t)
|
Au
(g/t)
|
oz
Au
|
|
Oxide
|
Proven
|
19,500
|
4.02
|
2,520
|
|
Probable
|
35,700
|
3.35
|
3,850
|
|
|
Proven
+ Probable
|
55,200
|
3.59
|
6,370
|
|
|
Sulfide
|
Proven
|
353,300
|
3.40
|
38,650
|
|
Probable
|
1,276,100
|
4.35
|
178,390
|
|
|
Proven
+ Probable
|
1,629,400
|
4.14
|
217,040
|
|
|
Total
|
Proven
|
372,800
|
3.43
|
41,170
|
|
Probable
|
1,311,800
|
4.32
|
182,240
|
|
|
Proven
+ Probable
|
1,684,600
|
4.12
|
223,410
|
|
|
•
|
Project
Life (Ore Body C): 16 semesters, starting in the first semester of
2008.
|
|
•
|
Pre-production
period: 12 months - It is anticipated that only 135,700 t will be added to
current production during the pre-production
period.
|
|
•
|
Measured
and Indicated Resources:
|
|
•
|
Mining
Method: sublevel stoping for both Ore Bodies A and
C
|
|
•
|
Cruise
Production Rates (ROM): about 250 ktpy (Ore Body C) as an incremental
production to current operations (Ore Bodies A and B: 360 ktpy), totaling
610 ktpy
|
|
•
|
Mining
Average Dilution:
|
|
•
|
Mining
Average Recovery:
|
|
•
|
Proven
and Probable Reserves:
|
|
•
|
Mine
Call Factor: 97%
|
|
•
|
Mill
Feed Grades:
|
|
•
|
Mill
Feed Gold:
|
216,710
ounces
|
|
•
|
Process
Route: Crushing/Screening - Grinding -Leaching - CIP - ADR
(including Elution, Electrowinning, and
Smelting)
|
|
•
|
Metallurgical
Recovery: 90% (average)
|
|
•
|
Total
“Salable” Gold: 195,040
oounces
|
|
Turmalina
Mining Concessions
|
|
|
DNPM
Mining Concession
|
Area
(ha)
|
|
832203/03
|
996
|
|
812004/75
|
880
|
|
803470/78
|
952
|
|
830027/79
|
120
|
|
812003/75
|
980
|
|
831617/03
|
859
|
|
EQUIPMENT
|
PERCENT
PROCURED
|
|
Crushers
|
35%
|
|
Screens
|
35%
|
|
Belt
Conveyors
|
No
new BC required for the Expansion Project
|
|
Silos
|
No
new Silo required for the Expansion Project
|
|
Third
Grinding Mill
|
40%
|
|
Third
Grinding Mill Classification Circuit
|
0%
- On hold until the mill has been defined and pumps
and
cyclones sized.
|
|
Thickener
|
The
Expansion Project does not call for an additional
process
thickener.
|
|
Additional
Leaching Tanks
|
35%
|
|
Additional
CIP Tanks
|
35%
|
|
Detox
|
50%
- Has been ordered from CyPlus/EVONIK;
delivery
is expected during October 2008
|
|
Hydrometallurgical
Pumps
|
35%
- Current pumps will be kept;
a
set of pumps for the tailings (3 pumps in series) and a
new
tailings pipe are currently being acquired
|
|
Paste
Fill Plant Equipment
|
80%
- Equipment is already purchased; some have already been
delivered,
including cyclones, pumps, and the paste fill
thickener
|
|
INVESTMENTS
|
Unit: US$
1,000
|
|
•CAPEX - Initial Investments (2007 - 2009)
|
(22,373)
|
|
•CAPEX
- Operational (Q1 2008 to Q2 2009)
and
Post-Operation Investments
|
(3,146)
|
|
•Operation
Shutdown (2015 to 2017)
|
1,895
|
|
•Environmental
Closure (2015 to 2017)
|
921
|
|
•Work
Capital
|
(0)
|
|
•Work
Capital Recovery
|
0
|
|
•Salvage
|
0
|
|
•Stay
in Business
|
(330)
|
|
•TOTAL
INVESTMENT
|
(25,519)
|
|
•
|
Gold
price
|
US$
750 per troy ounces of gold
|
|
|
•
|
ROM
Total Tonnage (Ore Body C)
|
1,265,800
t
|
|
|
•
|
ROM
Total Tonnage
|
||
|
(Ore
Bodies A and C)
|
1,684,600
t
|
||
|
•
|
Mineral
Reserves (Ore Body C)
|
1,265,800
t @ 3.12 grams per tonne Au,
|
|
|
containing
approximately 127,000 ounces
|
|||
|
•
|
Mineral
Reserves
|
||
|
(Ore
Bodies A and C)
|
1,684,600
t @ 4.12 grams per tonne Au,
|
||
|
containing
approximately 223,410 ounces
|
|||
|
•
|
Mine
Call Factor
|
97%
|
|
|
•
|
Mill
Feed Grade
|
||
|
(Ore
Bodies A and C average)
|
(4.12)*(97%)
= 4.00 grams per tonne
|
|
•
|
ROM
Average “Cruise” Production
|
incremental
250,000 tpy to the current 360,000 tpy starting in 2009
|
|
•
|
Metallurgical
Recovery
|
90%
|
|
•
|
Total
Gold Production
|
195,040
ounces Au
|
|
•
|
Average
Annual Gold Production
|
24,380
opy
|
|
•
|
Project
Life (LOM - Ore Body C)
|
16.0
semesters
|
|
•
|
CAPEX
(Ore Body C)
|
US$
25.5 million (straight)
|
|
•
|
Production
Start (Ore Body C)
|
First
semester of 2008
|
|
•
|
Production
Finish (Ore Body C)
|
Second
semester of 2015
|
|
•
|
Exchange
Rate
|
Construction
Period:
|
|
US$
1.00 = R$ 1.70
|
||
|
Production
Period:
|
||
|
US$
1.00 = R$
2.00
|
|
Turmalina
Expansion Project (Phase I - 610 ktpy)
|
Economic
Indicators
|
|
IRR
(% per year)
|
106.3
|
|
NPV
@ 0% - [US$]
|
15.8
million
|
|
NPV
@ 5% - [US$]
|
11.6
million
|
|
NPV
@ 8 % - [US$]
|
9.7
million
|
|
NPV
@ 10% - [US$]
|
8.6
million
|
|
NPV
@ 12% - [US$]
|
7.7
million
|
|
Payback
Period (straight)
|
1.98
semesters
|
|
Payback
Period @ 8%
|
2.07
semesters
|
|
Payback
Period @ 10%
|
2.09
semesters
|
|
Payback
Period @ 12%
|
2.11
semesters
|
|
Life
of Mine Production
|
16.0
semesters
|
|
•
|
Average
Cash Cost
|
US$
488 per ounce Au
|
||
|
•
|
Total
Production Cost
|
US$
619 per ounce, including invested
capital
|
|
Gold
Price = US$ 675/ounces Au
|
IRR
= 30.9 % py
|
|
Gold
Price = US$ 725/ounces Au
|
IRR
= 76.2 % py
|
|
Metallurgical
Recovery = 92%
|
IRR
= 133.0 % py
|
|
Metallurgical
Recovery = 89%
|
IRR
= 95.3% py
|
|
Investment
+ 10%
|
IRR
= 67.4 % py
|
||
|
Investment
+ 5%
|
IRR
= 83.3 % py
|
||
|
OPEX
+ 7%
|
IRR
= 73.1 % py
|
||
|
OPEX
- 5%
|
IRR
= 135.3 % py
|
|
Mill
Feed Grade + 3% (4.12 grams per tonne)
|
IRR
= 144.4 % py
|
|
Mill
Feed Grade - 3% (3.88 grams per tonne)
|
IRR
= 79.0 % py
|
|
Category
|
Tonnage
(t)
|
Grade
(g
Au/t)
|
Ounces
(oz
Au)
|
|
Measured
(M)
|
871,170
|
5.59
|
156,590
(36.4%)
|
|
Indicated
(I)
|
1,702,230
|
5.00
|
273,670
(63.6%)
|
|
(M
+ I)
|
2,573,400
|
5.20
|
430,260
|
|
Inferred
|
420,700
|
5.44
|
73,580
|
|
Tonnage
(t)
|
Grade
(g
Au/t)
|
Ounces
(ounces
Au)
|
|
|
Proven
(Pv)
|
987,900
|
4.52
|
143,580
|
|
Probable
(Pb)
|
1,726,000
|
4.52
|
250,870
|
|
Total
(Pv + Pb)*
|
2,713,900
|
4.52
|
394,450
|
|
*
2,260 ounces of gold, corresponding to test mining production during 2006
(21,742 t at 3.23 grams per tonne) have not been deducted from the above
stated reserves.
|
|
•
|
Project
Life:
|
9.7
semesters, starting in the second quarter of 2008
|
|
|
•
|
Pre-production
period:
|
5
months
|
|
|
•
|
Measured
and Indicated
|
||
|
Resources:
|
2,573,400
t at 5.20 grams per tonne (average) = 430,260 ounces Au
|
||
|
•
|
Mining
Method:
|
Cut
and Fill
|
|
|
•
|
Production
Rates (ROM):
|
400
kt / year (2008) and 600 kt / year (following years),
|
|
|
514
kt in 2012
|
|||
|
•
|
Mining
Average Dilution:
|
15%
|
|
|
•
|
Mining
Average Recovery:
|
91.7%
|
|
|
•
|
Proven
and Probable
|
||
|
Reserves
(ROM):
|
2,714,000
t at 4.52 grams per tonne = 394,450 ounces Au
|
||
|
•
|
Mining
Call Factor:
|
97%
|
|
|
•
|
To-the-Mill
Grade:
|
4.39
grams per tonne
|
|
|
•
|
To-the-Mill
Gold:
|
382,600
ounces Au
|
|
|
•
|
Process
Route:
|
Crushing/Screening
- Grinding - Gravity Separation -
|
|
|
Leaching
- CIP - ADR (including Elution and Electrowinning)
|
|||
|
•
|
Metallurgical
Recovery:
|
93%
|
|
|
•
|
Total
salable ounces of gold:
|
356,000
ounces Au
|
|
|
•
|
Product:
|
Gold
(bullion)
|
|
|
Investments
|
Unit: US$
1,000
|
|
Operation
Shutdown
|
(2,126)
|
|
Environmental
Operation & Closure CAPEX
|
(515)
|
|
Work
Capital
|
(722)
|
|
Work
Capital Recovery
|
722
|
|
Salvage
|
7,256
|
|
Stay
in Business
|
(450)
|
|
CAPEX
- Pre- Operational Investments
|
(43,388)
|
|
CAPEX
- Operational Investments
|
(8,505)
|
|
TOTAL
INVESTMENTS
|
(47,729)
|
|
•
|
Gold
price
|
US$
600 per troy ounce of gold
|
|||||
|
•
|
ROM
Total Tonnage
|
2,714,000
tonnes
|
|||||
|
•
|
Mineral
Reserves
|
2,714,000
t @ 4.52 grams per tonne Au, containing 394,450
|
|||||
|
ounces
|
|||||||
|
•
|
Mill
Feed Grade (average)
|
4.39
grams per tonne
|
|||||
|
•
|
Mining
Rate
|
400,000
t in 2008;
|
|||||
|
600,000
t per year starting in 2009;
|
|||||||
|
513,700
t in 2012
|
|||||||
|
•
|
ROM
Average “Cruise” Production
|
1,755
tpd ROM (600,000 tpy: 342 days/year)
|
|||||
|
•
|
Metallurgical
Recovery
|
93%
|
|||||
|
•
|
Gold
Total Production
|
356,000
ounces Au
|
|
•
|
Gold
Average Annual Production
|
73,300
opy
|
||
|
•
|
Project
life (LOM)
|
9.7
semesters
|
||
|
•
|
CAPEX (total)
|
US$
47.7 million (straight)
|
||
|
•
|
Average
Cash Cost
|
US$
252 per ounce Au
|
||
|
•
|
Total
Production Cost
|
US$
386 per ounce, including invested capital
|
||
|
•
|
Production
Start
|
Second
quarter of 2008
|
||
|
•
|
Exchange
Rate
|
Construction
Period: US$ 1.00 = R$2.00
|
||
|
Production
Period: US$ 1.00 = R$2.30 (average)
|
|
|
•
|
Depreciation
and amortization have been prorated over the Paciência-Santa Isabel Project
life.
|
|
Paciência
Gold Project
Santa
Isabel Mine
|
Economic
Indicators s
|
|
IRR
(% per year)
|
26.2
|
|
NPV
@ 0% - [US$]
|
49.5
million
|
|
NPV
@ 5% - [US$]
|
26.4.
million
|
|
NPV
@ 8 % - [US$]
|
17.8
million
|
|
NPV
@ 10% - [US$]
|
13.6
million
|
|
NPV
@ 12% - [US$]
|
10.2
million
|
|
Payback
Period (straight)
|
4.81
semesters
|
|
Payback
Period @ 8%
|
5.36
semesters
|
|
Payback
Period @ 10%
|
5.44
semesters
|
|
Payback
Period @ 12%
|
6.04
semesters
|
|
Life
of Mine Production
|
9.7
semesters
|
|
Gold
Price = US$ 520/ounces Au
|
IRR
= 17.3 % py
|
|
|
Gold
Price = US$ 680/ounces Au
|
IRR
= 34.4 % py
|
|
|
Metallurgical
Recovery = 92%
|
IRR
= 25.5 % py
|
|
|
Metallurgical
Recovery = 91%
|
IRR
= 24.8 % py
|
|
Investment
+ 10%
|
IRR
= 24.1 % py
|
||
|
Investment
- 10%
|
IRR
= 28.4 % py
|
||
|
OPEX
+ 10%
|
IRR
= 23.5 % py
|
||
|
OPEX
- 10%
|
IRR
= 28.7 % py
|
|
Mill
Feed Grade + 10% (4.83 grams per tonne)
|
IRR
= 34.2% py
|
|
|
Mill
Feed Grade - 10% (3.95 grams per tonne)
|
IRR
= 21.7% py
|
|
|
•
|
Tonalities,
trondjemite, gneiss basement
|
|
|
•
|
Rio
das Velhas Supergroup (Greenstone
Belt)
|
|
|
•
|
Espinhaço
Supergroup lying unconformably on the Rio das Velhas
Supergroup
|
|
|
•
|
Minas
Supergroup overlying with a tectonic angular and erosional unconformities
the Espinhaço Supergroup
|
|
|
•
|
Itacolomi
Group overlying with a tectonic angular and erosional unconformities the
Minas Supergroup
|
|
2004
|
2005
|
Total
|
|
Sabará
Region
|
|||
|
Sabará
Zone A
|
273,000
|
0
|
273,000
|
|
Catita/Juca
Vieira
|
497,000
|
304,000
|
801,000
|
|
Paciência
Region
|
|||
|
Paciência
|
1,109,000
|
0
|
1,109,000
|
|
Rio
de Peixe
|
217,000
|
17,000
|
234,000
|
|
Santa
Bárbara Region
|
|||
|
Mina
do Pilar
|
498,000
|
496,000
|
994,000
|
|
New
sites
|
505,000
|
0
|
505,000
|
|
Subtotal
|
$3,099,000
|
$817,000
|
$3,916,000
|
|
Sabará
Region
|
|||
|
Catita/Juca
Vieira
|
898,000
|
2,689,000
|
3,587,000
|
|
Santa
Bárbara Region
|
|||
|
Mina
do Pilar
|
466,000
|
828,000
|
1,294,000
|
|
Subtotal
|
$1,364,000
|
$3,517,000
|
$4,881,000
|
|
Total
|
$4,463,000
|
$4,334,000
|
$8,797,000
|
|
Regions/Projects
|
Estimated
Cost (US$ 1,000)
|
|
Sabará
Region
(Catita
(sulfide))
|
600
|
|
Paciência
Region
(Santa
Isabel, Marzagão, Rio de Peixe)
|
1,600
|
|
Santa
Bárbara Region
|
1,000
|
|
Total
|
$
3,200
|
|
Project
|
Site
|
Drilling
(m)
|
Drifts
(m)
|
Cost
Estimate (US$ 1,000)
|
|
Sabará
|
Camará
|
1,000
|
100
|
|
|
Catita
(sulfide)
|
4,000
|
2,500
|
4,150
|
|
|
Morro
do Adão
|
2,500
|
400
|
850
|
|
|
Serra
Paraíso
|
5,500
|
550
|
||
|
Paciência
|
Santa
Isabel
|
3,500
|
400
|
950
|
|
Marzagão
|
3,000
|
300
|
||
|
R
de Peixe (oxide)
|
2,000
|
200
|
||
|
R
de Peixe (sulfide)
|
1,400
|
500
|
890
|
|
|
Santa
Bárbara
|
Pilar
(Sulfide)
|
4,000
|
1,000
|
1,900
|
|
TOTAL
|
26,900
|
4,800
|
$ 9,890
|
|
•
|
Mine
life:
|
5.1
years, 400,000 tonnes per year
|
|
•
|
Start
of production:
|
January
2006
|
|
•
|
Total
millfeed:
|
2,046,000
tonnes at a grade of 2.8 grams per tonne Au.
Mine
call factor 97%
|
|
•
|
Strip
Ratio:
|
4.2
to 1
|
|
•
|
Operations
at 360 days per year
|
|
•
|
Mine
production:
|
|
|
•
|
Zones
A&C - up to 33,000 tonnes per month ore from a reserve of 1,564,000
tonnes at a grade of 2.07 grams per tonne Au and a strip ratio of
4.11:1.
|
|
|
•
|
Queimada
- up to 16,700 tonnes per month ore from a reserve of 407,000 tonnes at a
grade of 5.28 grams per tonne Au and a strip ratio of
4.24:1.
|
|
|
•
|
Zone
B oxides - up to 3,500 tonnes per month ore from a reserve of 20,000
tonnes at a grade of 3.61 grams per tonne
Au.
|
|
|
•
|
Zone
B sulphides - up to 5,100 tonnes per month ore from a reserve of 55,000
tonnes at a grade of 5.07 grams per tonne
Au.
|
|
|
•
|
Zone
B stripping - 4.46:1 overall.
|
|
•
|
Processing
- Zones A&C, Queimada, and Zone B Oxide at Sabará heap leach and ADR
plant. Zone B Sulphide at Queiróz CIL
plant.
|
|
•
|
Gold
recovery:
|
|
|
•
|
Zones
A&C - 74%
|
|
|
•
|
Queimada
- 74%
|
|
|
•
|
Zone
B Oxide - 70%
|
|
|
•
|
Zone
B Sulphide - 92%
|
|
•
|
Total
gold produced: 134,100 ounces, annual range from 18,800 ounces to 38,700
ounces.
|
|
|
•
|
Operating
cost: US$10.98 per tonne processed, ranging from US$10.39 per tonne to
US$13.25 per tonne. Open pit mining is by
contractor.
|
|
|
•
|
Capital
cost: Pre-production capital is estimated to be US$5.6
million
|
|
|
•
|
Sustaining
capital: Ranges from US$40,000 to
US$380,000
|
|
|
•
|
Closure
costs: US$190,000.
|
|
|
•
|
Exchange
rate: US$1.00 = 2.60 reais
|
|
|
•
|
Gold
price:
|
US$375
per ounce
|
|
|
•
|
Transport
and insurance:
|
US$3.00
per ounce
|
|
|
•
|
Refining:
|
1%
of gross sales
|
|
|
•
|
CFEM
(federal) royalty:
|
1%
of gross sales
|
|
|
•
|
Royalty
to previous owners:
|
3.25%
NSR
|



|
|
•
|
Mineral
Resources and Mineral Reserves have been estimated according to the
requirements of CIM Definitions and, in Scott Wilson RPA’s opinion, are
compliant with NI 43-101 and appropriate for use in the Life of Mine
Plan.
|
|
|
•
|
Metallurgical
recoveries have been based on testwork, with the exception of the Queimada
Zone, for which recoveries were assumed based on similarity of the deposit
to Zones A&C. In Scott Wilson RPA’s opinion, this is a
reasonable assumption based on the proximity of the deposits and nature of
the mineralization, however, as Queimada represents 37% of the forecast
production, there is some higher risk associated with this
zone.
|
|
|
•
|
Prior
production experience from Zone B showed heap leach recoveries to be lower
than expected due to difficulty in establishing the oxide/sulphide
transition. Some risk remains in this area, however, Jaguar mitigated this
by processing the Zone B sulphide ore at the Queiróz
Plant. Mining at Zone B concluded in the fourth quarter of
2005.
|
|
|
•
|
Operating
and capital costs have been estimated from first principles, using
Jaguar’s extensive experience in the area, particularly with
contractors. The Project capital cost risk is minimal in that
the plant and pads are essentially complete. All mining is to
be done by contractors.
|
|
|
•
|
Permits
are in place for the Project, with the exception of Zone C, for which
permitting is being completed. This is in progress, and Scott Wilson RPA
does not consider the permitting to be a significant
risk.
|
|
|
1.
|
Monitor
the oxide/sulphide boundary closely in Zone B to ensure that the two types
of mineralization are sent to the correct
plants.
|
|
|
2.
|
Mine
and leach ore from Queimada as soon as possible in the mine life to
establish that leaching characteristics are in line with those forecast in
the Life of Mine Plan.
|
|
|
3.
|
Carry
out quarterly or semi-annual reconciliations between the resource model
for each zone and grade delivered to the heaps or the
plant.
|
|
|
4.
|
Continue
to expedite and monitor the permitting process for Zone
C.
|
|
|
5.
|
Consideration
should be given to widening the berms in the pit designs from 2.5 meters,
which is relatively narrow, to 7.5 meters by triple
benching.
|
|
TABLE
1-2 MINERAL RESOURCES - DECEMBER 31, 2005
(no
longer current)
|
|||
|
Jaguar
Mining Inc. - Sabará Project
|
|
Measured
Resources
|
|||
|
Zone
|
Tonnes
|
Grade (g/t)
|
Cont.
Ounces
|
|
Zone
A
|
282,000
|
2.29
|
21,000
|
|
Zone
B
|
71,000
|
5.23
|
12,000
|
|
Zone
C
|
438,000
|
2.31
|
33,000
|
|
Queimada
|
133,000
|
6.68
|
28,000
|
|
Subtotal
|
924,000
|
3.15
|
94,000
|
|
Indicated
Resources
|
|||
|
Zone
|
Tonnes
|
Grade (g/t)
|
Cont.
Ounces
|
|
Zone
A
|
810,000
|
2.05
|
53,000
|
|
Zone
C
|
461,000
|
2.07
|
31,000
|
|
Queimada
|
298,000
|
5.27
|
51,000
|
|
Subtotal
|
1,569,000
|
2.67
|
135,000
|
|
Measured +
Indicated
|
|||
|
Zone
|
Tonnes
|
Grade (g/t)
|
Cont.
Ounces
|
|
Zone
A
|
1,092,000
|
2.11
|
74,000
|
|
Zone
B
|
71,000
|
5.23
|
12,000
|
|
Zone
C
|
899,000
|
2.19
|
64,000
|
|
Queimada
|
431,000
|
5.71
|
79,000
|
|
Subtotal
|
2,493,000
|
2.85
|
229,000
|
|
Inferred
Resources
|
|||
|
Zone
|
Tonnes
|
Grade (g/t)
|
Cont.
Ounces
|
|
Zone
A
|
397,000
|
2.26
|
29,000
|
|
Zone
C
|
42,000
|
2.06
|
3,000
|
|
Queimada
|
4,000
|
2.37
|
<1,000
|
|
Total
|
443,000
|
2.24
|
32,000
|
|
|
1.
|
CIM
definitions were followed for Mineral
Resources.
|
|
|
2.
|
Mineral
Resources are estimated at a cutoff grades of 0.80 grams per tonne Au
(2.50 grams per tonne Au in Zone B)
|
|
|
3.
|
Mineral
Resources are estimated using an average long-term gold price of US$375
per ounce.
|
|
|
4.
|
A
minimum mining width of 2.0 meters was
used.
|
|
|
5.
|
Measured
and Indicated Mineral Resources are inclusive of Mineral
Reserves.
|
|
Proven Reserves
Zone
|
|||
|
Tonnes
|
Grade(Kt)
|
Cont. Gold
(oz)
|
|
|
A + C Pit
|
651
|
2.20
|
46,000
|
|
Queimada
Pit
|
136
|
6.18
|
27,000
|
|
B Pit
|
75
|
4.68
|
11,000
|
|
Total
Proven
|
862
|
3.04
|
84,000
|
|
Probable Reserves
Zone
|
|||
|
Tonnes
|
Grade (Kt)
|
Cont. Gold
(oz)
|
|
|
A + C Pit
|
913
|
1.98
|
58,000
|
|
Queimada
Pit
|
271
|
4.86
|
42,000
|
|
B Pit
|
|||
|
Total
Probable
|
1,184
|
2.63
|
100,000
|
|
Proven + Probable Reserves
Zone
|
|||
|
Tonnes
|
Grade (Kt)
|
Cont. Gold
(oz)
|
|
|
A + C Pit
|
1,564
|
2.07
|
104,000
|
|
Queimada
Pit
|
407
|
5.28
|
69,000
|
|
B Pit
|
75
|
4.68
|
11,000
|
|
Total
|
2,046
|
2.80
|
184,000
|
|
|
1.
|
CIM
definitions were followed for Mineral
Reserves.
|
|
|
2.
|
Mineral
Reserves are estimated at a cutoff grades of 0.80 grams per tonne Au (2.50
grams per tonne Au in Zone B
Sulphides)
|
|
|
3.
|
Mineral
Reserves are estimated using an average long-term gold price of US$375 per
ounce.
|
|
Resource
|
Reserve
|
Dilution
|
Extraction
|
|||
|
‘000
tonnes
|
g/t
Au
|
‘000
tonnes
|
g/t
Au
|
|||
|
Zone
A&C
|
1,991
|
2.15
|
1,564
|
2.07
|
10%
|
|
|
Queimada
|
431
|
5.71
|
407
|
5.28
|
10%
|
|
|
Zone
B Oxides
|
19
|
4.04
|
20
|
3.61
|
12%
|
95%
|
|
Zone
B Sulfides
|
52
|
5.67
|
55
|
5.07
|
12%
|
95%
|
|
Total
|
2,493
|
2.85
|
2,046
|
2.80
|
||
|
•
|
Zone
A&C
|
6.42
million tonnes, SR = 4.1 to 1
|
|
•
|
Queimada
|
1.73
million tonnes, SR = 4.2 to 1
|
|
•
|
Zone
B
|
0.34
million tonnes, SR = 4.5 to 1
|
|
•
|
Overall
|
8.5
million tonnes, SR = 4.2 to 1
|
|
US$
‘000’s
|
|
|
Open
Pit Mining
|
219
|
|
Mine
Equipment
|
Contractor
|
|
Plant
Equipment
|
884
|
|
Plant
Construction
|
3,194
|
|
Infrastructure
Construction
|
749
|
|
Land
Acquisition
|
54
|
|
EPCM
|
393
|
|
Commissioning
|
52
|
|
Contingency
|
66
|
|
Total
|
$5,611
|
|
US$/tonne
milled
|
|
|
Zone
B Sulphides
(mining,
transport, and processing)
|
30.50
|
|
Oxide
Mining
|
5.18
|
|
Oxide
Processing
|
4.13
|
|
G&A
|
0.92
|
|
Environment
|
0.15
|
|
Total
typical year - oxides only
|
US$10.38
|
|
|
•
|
Definition
drilling consisting of 14 surface holes (8,409 meters), and two
underground holes (59 meters) at the Pilar Target and 49 surface holes
(11,954 meters) at the Roça Grande
Target,
|
|
|
•
|
Underground
development (779 meters at the Pilar Target and 1,728 meters at the Roça
Grande Target),
|
|
|
•
|
Metallurgical
testwork,
|
|
|
•
|
Mine
plan, infrastructure, environmental
studies,
|
|
|
•
|
Plant
design,
|
|
|
•
|
Licensing,
and
|
|
|
•
|
Economic
analysis.
|
|
Target
|
Cutoff
(grams per tonne)
|
Cap
(grams per tonne)
|
|
Pilar
|
2.50
|
50.00
|
|
RG-01
|
3.00
|
16.00
|
|
RG-07
|
3.00
|
14.00
|
|
RG-02,
03 and 06
|
0.80
(for open pit) and
3.00
(for underground)
|
30.00
|
|
Category
|
Tonnage
(t)
|
Grade
(g
Au/t)
|
Contained
Gold
(oz
Au)
|
|
Measured
|
1,355,400
|
5.71
|
248,850
|
|
Indicated
|
1,249,200
|
5.73
|
230,200
|
|
Measured
and Indicated
|
2,604,600
|
5.72
|
479,050
|
|
Inferred
|
1,620,600
|
6.59
|
343,400
|
|
Category
|
Tonnage
(t)
|
Grade
(g
Au/t)
|
Contained
Gold
(oz
Au)
|
|
Measured
(M)
|
3,340,200
|
3.30
|
354,400
|
|
Indicated
(I)
|
3,396,600
|
4.59
|
501,240
|
|
Measured
and Indicated
|
6,736,800
|
3.95
|
855,640
|
|
Inferred
|
1,377,260
|
4.43
|
196,180
|
|
Category
|
Tonnage
(t)
|
Grade
(g
Au/t)
|
Contained
Gold
(oz
Au)
|
|
Measured
(M)
|
4,695,600
|
4.00
|
602,690
|
|
Indicated
(I)
|
4,645,800
|
4.90
|
732,000
|
|
Measured
and Indicated
|
9,341,400
|
4.44
|
1,334,690
|
|
Inferred
|
2,997,860
|
5.60
|
539,580
|
|
PROVEN
RESERVES
|
|||
|
Tonnage
(t)
|
Grade
(g/t)
|
Gold
(oz)
|
|
|
Pilar
|
1,125,650
|
5.13
|
185,800
|
|
Roça
Grande (Open Pit)
|
1,065,370
|
2.80
|
96,000
|
|
Roça
Grande (Underground)
|
741,800
|
4.21
|
100,300
|
|
Roça
Grande (Total)
|
1,807,170
|
3.38
|
196,300
|
|
SUBTOTAL
|
2,932,820
|
4.05
|
382,100
|
|
PROBABLE
RESERVES
|
|||
|
Tonnage
(t)
|
Grade
(g/t)
|
Gold
(oz)
|
|
|
Pilar
|
1,258,690
|
5.02
|
203,360
|
|
Roça
Grande (Open Pit)
|
167,610
|
3.02
|
16,300
|
|
Roça
Grande (Underground)
|
1,747,040
|
5.26
|
295,400
|
|
Roça
Grande (Total)
|
1,914,650
|
5.06
|
311,700
|
|
SUBTOTAL
|
3,173,340
|
5.04
|
515,100
|
|
PROVEN
AND PROBABLE RESERVES
|
|||
|
Tonnage
(t)
|
Grade
(g/t)
|
Gold
(oz)
|
|
|
Pilar
|
2,384,340
|
5.08
|
389,200
|
|
Roça
Grande (Open Pit)
|
1,232,980
|
2.83
|
112,300
|
|
Roça
Grande (Underground)
|
2,488,840
|
4.95
|
395,700
|
|
Roça
Grande (Total)
|
3,721,820
|
4.24
|
508,000
|
|
TOTAL
|
6,106,160
|
4.57
|
897,200
|
|
|
•
|
Project
Life: 14 semesters, starting in the second semester of
2009.
|
|
|
•
|
Pre-production
period: 6 (six) months. Year 2009 can be considered a
pre-production period. It is anticipated that only 260,000 t
will be produced in that year.
|
|
|
•
|
Measured
and Indicated Resources:
|
|
Roça
Grande Target:
|
6,736,800
tonnes at 3.95 grams per tonne (average) = 844,640 ounces
Au
|
|
Pilar
Target:
|
2,604,600
tonnes at 5.72 grams per tonne (average) = 479,050 ounces
Au
|
|
Total:
|
9,341,400
tonnes at 4.44 grams per tonne (average) = 1,334,690 ounces
Au
|
|
|
•
|
Mining
Method: Cut and Fill (for both Pilar and Roça Grande
Targets)
|
|
|
•
|
Cruise
Production Rates (ROM): about 1,100,000 tpy as from
2013. In 2011, the Project is expected to produce 700,000
t.
|
|
|
•
|
Mining
Average Dilution
|
|
Roça
Grande Open Pits:
|
10%
|
|
Roça
Grande (underground):
|
12%
|
|
Pilar
(underground):
|
12%
|
|
|
•
|
Mining
Average Recovery
|
|
Roça
Grande Target (open pits):
|
33.4%
|
|
Roça
Grande Target (underground):
|
65.8%
|
|
Pilar
Target (underground):
|
81.7%
|
|
|
•
|
Proven
and Probable Reserves
|
|
Roça
Grande Target (open pits):
|
1,232,980
t at 2.83 grams per tonne (average) = 112,300 ounces
Au
|
|
Roça
Grande Target (underground):
|
2,488,840
t at 4.95 grams per tonne (average) = 395,700 ounces Au
|
|
Roça
Grande Target Total:
|
3,721,820
t at 4.24 grams per tonne (average) = 508,000 ounces Au
|
|
Pilar
Target (underground):
|
2,384,340
t at 5.08 grams per tonne (average) = 389,200 ounces Au
|
|
Caeté
Project Total:
|
6,106,160
t at 4.57 grams per tonne (average) = 897,200 ounces
Au
|
|
|
•
|
Mine
Call Factor:
|
97%
|
|
|
•
|
Mill
Feed Grades
|
|
Roça
Grande Target (open pits):
|
2.75
grams per tonne
|
|
Roça
Grande Target (underground):
|
4.80
grams per tonne
|
|
Roça
Grande Target Total :
|
4.11
grams per tonne
|
|
Pilar
Target (underground):
|
4.93
grams per tonne
|
|
Caeté
Project Average:
|
4.43
grams per tonne
|
|
|
•
|
Mill
Feed Contained Gold
|
|
Roça
Grande Target (open pits):
|
108,930
ounces Au
|
|
Roça
Grande Target (underground):
|
383,830
ounces Au
|
|
Roça
Grande Target Total :
|
492,760
ounces Au
|
|
Pilar
Target (underground):
|
377,520
ounces Au
|
|
Caeté
Project Total:
|
870,280
ounces Au
|
|
|
•
|
Process
Route: crushing/screening - grinding - gravity concentration -
leaching - CIP - ADR (including elution, electrowinning, and
smelting)
|
|
|
•
|
Overall
Metallurgical Recovery:
|
92.6%
|
|
|
•
|
Total
“Salable” Gold :
|
805,880
ounces Au
|
|
Roça
Grande Target (open pits):
|
100,870
ounces Au
|
|
Roça
Grande Target (underground):
|
355,430
ounces Au
|
|
Roça
Grande Target Total :
|
456,300
ounces Au
|
|
Pilar
Target (underground):
|
349,580
ounces Au
|
|
Caeté
Project Total :
|
805,880
ounces Au
|
|
|
•
|
Product:
|
Gold
(bullion)
|
|
|
•
|
Plant
Area Preparation
|
|
|
•
|
Crushing
and Screening Plant
|
|
|
•
|
Milling
and Classification Plant
|
|
|
•
|
Gravity
Concentration Plant
|
|
|
•
|
Hydrometallurgical
Plant
|
|
|
•
|
Civil
Works (Industrial Areas)
|
|
|
•
|
Drainage
(Industrial Areas)
|
|
|
•
|
Ancillary
Buildings
|
|
|
•
|
Internal
Roads
|
|
|
•
|
Pilar
Underground Mine
|
|
|
•
|
Roça
Grande Underground Mine
|
|
Investments
|
Unit: US$
1,000
|
|
CAPEX
- Preoperational Investments (2006 - 2009)
|
(72,180)
|
|
CAPEX
- Operational (S2 2009 to S1 2014)
|
(57,570)
|
|
Post-Operation
Investments
|
|
|
•Operation
Shutdown (S2 2016)
|
(3,220)
|
|
•Environmental
Closure (S2 2016 to S2 2018)
|
(1,120)
|
|
•Work
Capital
|
(0)
|
|
•Work
Capital Recovery
|
0
|
|
•Salvage
|
0
|
|
•Stay
in Business
|
(700)
|
|
Total
Operational and Post-Operational Investment
|
(62,210)
|
|
•
|
Gold
price:
|
US$
834 per troy ounces of gold
|
||
|
•
|
ROM
Total Tonnage:
|
6,106,160
tonnes
|
||
|
•
|
Mineral
Reserves:
|
16,106,160
tonnes @ 4.57 grams per tonne Au, containing
|
||
|
approximately
897,200 ounces
|
||||
|
•
|
Mine
Call Factor (“MCF”):
|
97%
|
||
|
•
|
Mill
Feed Grade:
|
(4.57)*(97%)
= 4.43 grams per tonne
|
||
|
•
|
ROM Final
“Cruise” Production:
|
1.1
Mtpy starting in 2013
|
||
|
•
|
Metallurgical
Recovery:
|
92.6%
|
||
|
•
|
Total
Gold Production:
|
805,880
ounces Au
|
||
|
•
|
Average
Annual Gold Production:
|
115,130
opy
|
||
|
•
|
Project
Life:
|
14.0
semesters
|
||
|
•
|
CAPEX:
|
US$
134.8 million (straight)
|
||
|
•
|
Exchange
Rates:
|
CAPEX:
US$ 1.00 = R$ 1.69
|
||
|
OPEX:
US$ 1.00 = R$ 1.88
|
||||
|
(average
over the Project life)
|
|
•
|
Depreciation
and amortization have been prorated over the Project
life.
|
|
CAETÉ
GOLD PROJECT (1.1 Mtpy)
Economic
Results
|
Economic
Indicators
|
|
IRR
(% per year)
|
24.2
|
|
NPV
@ 0% - [US$]
|
171.0
million
|
|
NPV
@ 5% - [US$]
|
100.4
million
|
|
NPV
@ 8 % - [US$]
|
71.5
million
|
|
NPV
@ 10% - [US$]
|
56.2
million
|
|
NPV
@ 12% - [US$]
|
43.4
million
|
|
Payback
Period (straight)
|
8.09
semesters
|
|
Payback
Period @ 8%
|
8.21
semesters
|
|
Payback
Period @ 10%
|
8.39
semesters
|
|
Payback
Period @ 12%
|
9.09
semesters
|
|
Life
of Mine Production
|
14.0
semesters
|
|
•
|
Average
Cash Cost
|
US$
344 per ounces Au
|
|
|
•
|
Total
Production Cost
|
US$
511 per ounces, including invested
capital
|
|
Gold
Price = US$ 734/ounces Au
|
IRR
= 17.7 % py
|
|
Gold
Price = US$ 984/ounces Au
|
IRR
= 32.6 % py
|
|
Metallurgical
Recovery = 91.6%
|
IRR
= 23.6 % py
|
|
Metallurgical
Recovery = 95.6%
|
IRR
= 25.8 % py
|
|
Investment
+ 10%
|
IRR
= 22.4 % py
|
|
Investment
- 10%
|
IRR
= 26.1 % py
|
|
OPEX
+ 7%
|
IRR
= 22.5 % py
|
|
OPEX
- 7%
|
IRR
= 25.8 % py
|
|
Mill
Feed Grade + 10% (4.87 grams per tonne)
|
IRR
= 29.1 % py
|
|
Mill
Feed Grade - 10% (3.99 grams per tonne)
|
IRR
= 18.9 % py
|



|
|
•
|
The
trading prices and volume data were provided by the
TSX
|
|
|
•
|
For
the NYSE months of March, April and May, the data was taken from
Bloomberg
|
|
Name
and Municipality of home address
|
Position
and Date of appointment
|
Principal
occupation during past five years
|
|
Gary
E. German
Toronto,
Ontario, Canada
|
Director
and Chairman
September
26, 2003
|
President
of Falcon Strategy and Management Co.; formerly Managing Director,
Kingsdale Capital Partners Inc., October 2002 to September
2003.
|
|
Daniel
R. Titcomb(1)
Henniker,
New Hampshire, USA
|
Director,
President and CEO
June
6, 2003
|
President
and CEO of Jaguar has been Mr. Titcomb’s principal occupation since June
2003; prior to such time, Mr. Titcomb’s principal occupation was President
and CEO of Brazilian.(2)
|
|
Lúcio
Cardoso
Belo
Horizonte, Minas Gerais, Brazil
|
Chief
Operating Officer
September
1, 2008
|
VP
Operations of Jaguar from 2003 to August 31, 2008; Director of IMS from
2002 through the present
|
|
Anthony
F. Griffiths
Toronto,
Ontario, Canada
|
Director
May
20, 2004
|
Independent
business consultant.
|
|
William
E. Dow(1)
Manchester,
Connecticut, USA
|
Director
June
4, 2004
|
Retired,
formerly an actuary with Aetna Life & Casualty.
|
|
Andrew
C. Burns
Toronto,
Ontario, Canada
|
Director
August
6, 2004
|
Independent
business consultant.
|
|
Gil
Clausen
Denver,
Colorado, USA
|
Director
May
12, 2005
|
Chief
Executive Officer of Augusta Resource Corporation, a Canadian corporation,
since 2005; Executive Vice President, Mining, Washington Group
International, Inc., from October 2001 to March 2005.
|
|
James
M. Roller
Manchester,
New Hampshire, USA
|
Chief
Financial Officer
March
1, 2005
Treasurer
May
11, 2006
|
Mr.
Roller served as a consultant to Jaguar from November 1, 2004 through
February 28, 2005. Mr. Roller replaced Mr. Kirchhoff as CFO on
March 1, 2005 and as Treasurer on May 11, 2006. Prior to
working for Jaguar, Mr. Roller served as Director of Finance and
Administration, DSM Thermoplastic Elastomers (March 2001-November
2004).
|
|
Robert
J. Lloyd(3)
Concord,
New Hampshire, USA
|
Secretary
March
1, 2002
|
President,
CEO and Secretary of Brazilian. Partner, Hinckley, Allen &
Snyder LLP, February 2002-April
2006.
|
|
(1)
|
Mr.
Titcomb and Mr. Dow serve on the board of directors of both Jaguar and
Brazilian.
|
|
(2)
|
Mr.
Titcomb remained the President and Chief Executive Officer of Brazilian
until April 2006.
|
|
(3)
|
Mr.
Lloyd serves as secretary to both Jaguar and Brazilian, and is a director
and the President and Chief Executive Officer of
Brazilian.
|
|
(i)
|
was
the subject of a cease trade or similar order or an order that denied the
relevant company access to any exemption under securities legislation, for
a period of more than thirty (30) consecutive days except as set forth in
the second and third to last paragraphs of this
section;
|
|
(ii)
|
was
subject to an event that resulted, after the director or executive officer
ceased to be a director or executive officer, in the company being the
subject of a cease trade or similar order or an order that denied the
relevant company access to any exemption under securities legislation, for
a period of more than thirty (30) consecutive days;
or
|
|
(iii)
|
within
a year of that person ceasing to act in that capacity, became bankrupt,
made a proposal under any legislation relating to bankruptcy or
insolvency, or was subject to or instituted any proceedings, arrangement
or compromise with creditors or had a receiver, receiver manager or
trustee appointed to hold its
assets.
|
|
|
1.
|
Conduct
such reviews and discussions with management and the independent auditors
relating to the audit and financial reporting as are deemed appropriate by
the Committee;
|
|
|
2.
|
Assess
the integrity of internal controls and financial reporting procedures of
the Company and ensure implementation of such controls and
procedures;
|
|
|
3.
|
Review
the quarterly and annual financial statements and management’s discussion
and analysis of the Company’s financial position and operating results and
report thereon to the Board for approval of
same;
|
|
|
4.
|
Select
and monitor the independence and performance of the Company’s outside
auditors (the “Independent Auditors”), including attending at private
meetings with the Independent Auditors and reviewing and approving all
renewals or dismissals of the Independent Auditors and their
remuneration;
|
|
|
5.
|
Set
clear policies regarding the hiring of employees or former employees of
the Independent Auditors by the
Company;
|
|
|
6.
|
Monitor
the quality and integrity of the Company’s financial statements and other
financial information; and
|
|
|
7.
|
Provide
oversight to related party transactions entered into by the
Company.
|
|
|
1.
|
The
Committee and its membership shall meet all applicable legal and listing
requirements, including, without limitation, those of the Toronto Stock
Exchange (“TSX”), the Business Corporations
Act (Ontario) and all applicable securities regulatory authorities,
including the Canadian Securities Administrators (the
“CSA”). Each member of the Committee shall be financially
literate.
|
|
|
2.
|
The
Committee shall be composed of three or more directors as shall be
designated by the Board from time to time. The members of the
Committee shall appoint from among themselves a member who shall serve as
Chair.
|
|
|
3.
|
Each
member of the Committee shall be “independent” (as defined under the
Multilateral Instrument 52-110 of the CSA). Each member of the
Committee shall be financially literate (as defined in Multilateral
Instrument 52-110).
|
|
|
4.
|
The
Committee shall meet at least once quarterly, at the discretion of the
Chair or a majority of its members, as circumstances dictate or as may be
required by applicable legal or listing requirements. A minimum
of two and at least 50% of the members of the Committee present either in
person or by telephone shall constitute a
quorum.
|
|
|
5.
|
If
within one hour of the time appointed for a meeting of the Committee, a
quorum is not present, the meeting shall stand adjourned to the same hour
on the second business day following the date of such meeting at the same
place. If at the adjourned meeting a quorum as hereinbefore
specified is not present within one hour of the time appointed for such
adjourned meeting, such meeting shall stand adjourned to the same hour on
the second business day following the date of such meeting at the same
place. If at the second adjourned meeting a quorum as
hereinbefore specified is not present, the quorum for the adjourned
meeting shall consist of the members then
present.
|
|
|
6.
|
If
and whenever a vacancy shall exist, the remaining members of the Committee
may exercise all of its powers and responsibilities so long as a quorum
remains in office.
|
|
|
7.
|
The
time and place at which meetings of the Committee shall be held, and
procedures at such meetings, shall be determined from time to time by, the
Committee. A meeting of the Committee may be called by letter,
telephone, facsimile, email or other communication equipment, by giving at
least 48 hours notice, provided that no notice of a meeting shall be
necessary if all of the members are present either in person or by means
of conference telephone or if those absent have waived notice or otherwise
signified their consent to the holding of such
meeting.
|
|
|
8.
|
Any
member of the Committee may participate in the meeting of the Committee by
means of conference telephone or other communication equipment, and the
member participating in a meeting pursuant to this paragraph shall be
deemed, for purposes hereof, to be present in person at the
meeting.
|
|
|
9.
|
The
Committee shall keep minutes of its meetings which shall be submitted to
the Board. The Committee may, from time to time, appoint any
person who need not be a member, to act as a secretary at any meetingThe
Committee may also report to the Board on a regular basis with such
recommendations and other matters as the Committee may deem appropriate,
so that the Board is informed of the Committee’s
activities.
|
|
|
10.
|
The
Committee may invite such officers, directors and employees of the Company
and its subsidiaries as it may see fit, from time to time, to attend at
meetings of the Committee.
|
|
|
11.
|
The
Board may at any time amend or rescind any of the provisions hereof, or
cancel them entirely, with or without
substitution.
|
|
|
12.
|
Any
matters to be determined by the Committee shall be decided by a majority
of votes cast at a meeting of the Committee called for such
purpose. Actions of the Committee may be taken by an instrument
or instruments in writing signed by all of the members of the Committee,
and such actions shall be effective as though they had been decided by a
majority of votes cast at a meeting of the Committee called for such
purpose. All decisions or recommendations of the Audit
Committee shall require the approval of the Board prior to
implementation.
|
|
|
1.
|
Financial
Accounting and Reporting Process and Internal
Controls
|
|
|
a.
|
The
Committee shall review the Company’s annual audited financial statements
to satisfy itself that they are presented in accordance with generally
accepted accounting principles (“GAAP”) and report thereon to the Board
and recommend to the Board whether or not same should be approved prior to
their being filed with the appropriate regulatory
authorities. The Committee shall also review the Company’s
interim financial statements and report thereon to the Board and recommend
to the Board whether or not same should be approved prior to their being
filed with the appropriate regulatory authorities. With respect
to the annual audited financial statements, the Committee shall discuss
significant issues regarding accounting principles, practices, and
judgments of management with management and the Independent Auditors as
and when the Committee deems it appropriate to do so. The
Committee shall satisfy itself that the information contained in the
annual audited and interim financial statements is not significantly
erroneous, misleading or incomplete and that in respect of the annual
audited financial statements the audit function has been effectively
carried out.
|
|
|
b.
|
The
Committee shall review management’s internal control report and the
evaluation of such report by the Independent Auditors, together with
management’s response.
|
|
|
c.
|
The
Committee shall review management’s discussion and analysis relating to
annual and interim financial statements and any other public disclosure
documents that are required to be reviewed by the Committee under any
applicable laws prior to their being filed with the appropriate regulatory
authorities including, without limitation, any press releases announcing
annual or interim earnings.
|
|
|
d.
|
The
Committee shall meet no less frequently than annually with the Independent
Auditors and the Chief Financial Officer or, in the absence of a Chief
Financial Officer, with the officer of the Company in charge of financial
matters, to review accounting practices, internal controls and such other
matters as the Committee, Chief Financial Officer or, in the absence of a
Chief Financial Officer, with the officer of the Company in charge of
financial matters, deems
appropriate.
|
|
|
e.
|
The
Committee shall inquire of management and the Independent Auditors about
significant risks or exposures, both internal and external, to which the
Company may be subject, and assess the steps management has taken to
minimize such risks.
|
|
|
f.
|
The
Committee shall review the post-audit or management letter containing the
recommendations of the Independent Auditors and management’s response and
subsequent follow-up to any identified
weaknesses.
|
|
|
g.
|
The
Committee shall provide oversight to related party transactions entered
into by the Company.
|
|
|
h.
|
The
Committee shall satisfy itself that adequate procedures are in place for
the review of the Company’s public disclosure of financial information
derived or extracted from the Company’s financial statements and
periodically assess the adequacy of those
procedures.
|
|
|
2.
|
Independent
Auditors
|
|
|
a.
|
The
Committee shall be directly responsible for the selection, appointment,
compensation and oversight of the Independent Auditors and the Independent
Auditors shall report directly to the
Committee.
|
|
|
b.
|
The
Committee shall pre-approve all audit and non-audit services not
prohibited by law to be provided by the Independent Auditors to the
Company or its subsidiaries.
|
|
|
c.
|
The
Committee shall monitor and assess the relationship between management and
the Independent Auditors and monitor, confirm, support and assure the
independence and objectivity of the Independent Auditors. The
Committee shall establish procedures to receive and respond to complaints
with respect to accounting, internal accounting controls and auditing
matters.
|
|
|
d.
|
The
Committee shall review the Independent Auditor’s audit plan, including
scope, procedures and timing of the
audit.
|
|
|
e.
|
The
Committee shall review the results of the annual audit with the
Independent Auditors, including matters related to the conduct of the
audit.
|
|
|
f.
|
The
Committee shall obtain timely reports from the Independent Auditors
describing critical accounting policies and practices, alternative
treatments of information within GAAP that were discussed with management,
their ramifications, and the Independent Auditors’ preferred treatment and
material written communications between the Company and the Independent
Auditors.
|
|
|
g.
|
The
Committee shall review fees paid by the Company to the Independent
Auditors and other professionals in respect of audit and non-audit
services on an annual basis.
|
|
|
3.
|
Whistleblower
|
|
|
The
Committee shall oversee the following procedures for the receipt,
retention and treatment of complaints, including confidential or anonymous
employee complaints, with respect to accounting, internal accounting
controls and auditing matters.
|
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a.
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The
Company will promptly forward to the Committee any complaints that it has
received regarding financial statement disclosures, accounting, internal
accounting controls or auditing
matters.
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b.
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Any
employee of the Company or any of its subsidiaries may submit, on a
confidential and anonymous basis if the employee so desires, any concerns
regarding financial statement disclosures, accounting, internal accounting
controls or auditing matters. All such concerns will be set
forth in writing and forwarded in a sealed envelope addressed to the
attention of the chairman of the Audit Committee, c/o the Company’s United
States general legal counsel at the address set forth at the Company’s
website, in an envelope labeled with a legend such as: “To be opened by
the Audit Committee only. Submitted pursuant to the Jaguar
Mining Inc. Whistleblower Policy.” If an employee would like to
discuss any matter with the Committee, the employee should indicate this
in the submission and include a telephone number at which he or she can be
reached, should the Committee deem such communication is
appropriate.
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c.
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Following
the receipt of any complaints submitted, the Committee will investigate
each matter so reported and take such corrective and disciplinary actions,
if any, as it considers
appropriate.
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d.
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The
Committee may enlist employees of the Company and/or outside legal,
accounting or other advisors, as appropriate, to conduct any investigation
of complaints regarding financial statement disclosures, accounting,
internal accounting controls or auditing matters. In conducting
any investigation, the Committee shall use reasonable efforts to protect
the confidentiality and anonymity of the
complainant.
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e.
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It
is the policy of the Company that employees will not be discharged,
demoted, suspended, threatened, harassed or in any other manner
discriminated against as a result of any complaint made hereunder in good
faith.
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f.
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The
Company shall make this policy available to all
employees.
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g.
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The
Committee will retain as a part of its records any such complaints or
concerns for a period of at least seven (7)
years.
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4.
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Review
of Charter and Self-Assessment
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a.
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The
Committee shall review and reassess annually the adequacy of this
Charter.
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5.
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Other
Responsibilities
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