cluff natural resources ipo presentation 15.05.12

7/27/2019 Cluff Natural Resources IPO Presentation 15.05.12

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Investments in global oil & gas and mining opportunities

Investor Presentation

April / May 2012

Admission to AIM Investor Presentation

May 2012


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2Investments in global oil & gas and mining opportunities | CLUFF NATURAL RESOURCES PLC | MAY 2012

Disclaimer

By accepting this document, and in consideration for it being made available to such recipient, each recipient agrees to keep strictly confidential the information contained in it and any information

otherwise made available by Cluff Natural Resources Plc (the "Company"), whether orally or in writing. In the case of a corporate recipient, this presentation may only be disclosed to such of its directors,officers or employees who are required to review it for the purpose of deciding whether to make an investment in the Company. This document has been provided to each recipient at their request, solelyfor their information, and may not be reproduced, copied, published, distributed or circulated, to any third party, in whole or in part, or published in whole or in part for any purpose, without the expressprior consent of the Company.

The purpose of this document is solely to provide information to persons who have expressed an interest in investigating the possibility of investing in the Company.

The information contained in this confidential document (the Presentation) has been prepared and distributed by the Company. It has not been fully verified and is subject to material updating,completion, revision, verification and further amendment. This Presentation has not been approved by an authorised person in accordance with Section 21 of the Financial Services and Markets Act2000, as amended (FSMA). The securities mentioned herein have not been and will not be, registered under the U.S. Securities Act of 1933, as amended (the Securities Act), or under any U.S. Statesecurities laws, and may not be offered or sold in the United States unless they are registered under the Securities Act or pursuant to an exemption from or in a transaction not subject to the registrationrequirements of the Securities Act. This Presentation does not constitute, and the Company is not making, an offer of transferable securities to the public within the meaning of sections 85B and 102B ofFSMA and it is being delivered for information purposes only to a very limited number of persons and companies who are qualified investors within the meaning of section 86(7) of FSMA purchasing asprincipal or in circumstances under section 86(2) of FSMA, as well as persons who have professional experience in matters relating to investments and who fall within the category of persons set out inArticle 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order) or are high net worth companies within the meaning set out in Article 49 of the Order or arecertified sophisticated investors within the meaning set out in Article 50 of the Order or are otherwise permitted to receive it (together, the "Relevant Persons"). This Presentation is directed only atRelevant Persons and must not be acted on or relied upon by persons who are not Relevant Persons. Any other person who receives this Presentation should not rely or act upon i t. By accepting thisPresentation and not immediately returning it, the recipient is deemed to represent and warrant that: (i) they are a person who falls within the above description of persons entitled to receive thePresentation; (ii) they have read, agree and will comply with the contents of this notice; and (iii) they will use the information in this document solely for evaluating your possible interest in acquiringsecurities of the Company.

This Presentation is not being made available to persons in Australia, Canada, Japan, the Republic of Ireland, the Republic of South Africa or any other jurisdiction in which it may be unlawful to do so andit should not be delivered or distributed, directly or indirectly, into or within any such jurisdictions.

Prospective investors must rely on their own examination of the legal, taxation, f inancial and other consequences of an investment in the Company, including the merits of investing and the risks involved.Prospective investors should not treat the contents of this Presentation as advice relating to legal, taxation or investment matters and are advised to consult their own professional advisers concerningany acquisition of shares in the Company.

Certain of the information contained in this Presentation has been obtained from published sources prepared by other parties. Certain other information has been extracted from unpublished sourcesprepared by other parties which have been made available to the Company. The Company has not carried out an independent investigation to verify the accuracy and completeness of such third partyinformation. No responsibility is accepted by the Company or any of its directors, off icers, employees or agents for the accuracy or completeness of such information.

All statements of opinion and/or belief contained in this Presentation and all views expressed represent the directors own current assessment and interpretation of information available to them as atthe date of this Presentation. In addition, this Presentation contains certain "forward-looking statements", including but not limited to, the statements regarding the Companys overall objectives andstrategic plans, timetables and capital expenditures. Forward-looking statements express, as at the date of this Presentation, the Companys plans, estimates, forecasts, projections, opinions,expectations or beliefs as to future events, results or performance. Forward-looking statements involve a number of risks and uncertainties, many of which are beyond the Companys control, and therecan be no assurance that such statements will prove to be accurate. No representation is made or assurance given that such statements or views are correct or that the objectives of the Company will beachieved. The reader is cautioned not to place reliance on these statements or views and no responsibility is accepted by the Company or any of its directors, officers, employees or agents in respectthereof. The Company does not undertake to update any forward-looking statement or other information that is contained in this Presentation. Neither the Company nor any of its shareholders, directors,officers, agents, employees or advisers take any responsibility for, or will accept any liability whether direct or indirect, express or implied, contractual, tortious, statutory or otherwise, in respect of, theaccuracy or completeness of the information contained in this Presentation or for any of the opinions contained herein or for any errors, omissions or misstatements or for any loss, howsoever arising,

from the use of this Presentation.Neither the issue of this Presentation nor any part of its contents is to be taken as any form of contract, commitment or recommendation on the part of the Company or the directors of the Company toproceed with any transaction or accept any offer and the right is reserved to terminate any discussions or negotiations with any prospective investors. The Company reserves the right without any noticeor liability to the recipient of this Presentation or its advisers to: (i) change any of the procedures, timetable or requirements or terminate negotiations at any time prior to the signing of any bindingagreement with investors; (ii) provide different information or access to information to different persons; (iii) agree variations to the property, rights and liabilities comprised in the Company; and (iv)negotiate at the same time with more than one person. In no circumstances will the Company be responsible for any costs, losses or expenses incurred in connection with any appraisal or investigation ofthe Company. This Presentation should not be considered a recommendation by the Company or any of its affiliates in relation to any prospective acquisition of shares in the Company.

No undertaking, representation, warranty or other assurance, express or implied, is made or given by or on behalf of the Company or any of its affiliates, any of its directors, officers or employees or anyother person as to the accuracy, completeness or fairness of the information or opinions contained in this Presentation and no responsibility or liability is accepted for any such information or opinions orfor any errors or omissions.


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Important Notice

Investors should take independent advice and should carefully consider the AIM Admission Document, specifically the section headed "Risk Factors" before making

any decision to purchase Ordinary Shares.

Investment in the Ordinary Shares will involve significant risks due to gearing and the inherent illiquidity of the underlying investments and should be viewed as a long

term investment. The Ordinary Shares may not be suitable for all recipients or be appropriate for their personal circumstances. You should carefully consider in the

light of your financial resources whether investing in the Company is suitable for you. An investment in the Ordinary Shares is only suitable for financially sophisticated

investors who are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses which may arise

(which may be equal to the whole amount invested).

THE ORDINARY SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR

ANY US STATE SECURITIES LAWS. THE SHARES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED

STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS (AS DEFINED IN REGULATION S UNDER THE 1933 ACT) UNLESS THE ORDINARY SHARES ARE

REGISTERED UNDER THE 1933 ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT IS AVAILABLE. THE COMPANY HAS NOT

REGISTERED AND WILL NOT REGISTER UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "1940 ACT").

The Ordinary Shares have not been approved or disapproved by the United States Securities and Exchange Commission (the "SEC"), any US state securities commissionor any other regulatory authority nor have any of the foregoing authorities passed upon or endorsed the merits of this offering or the accuracy or adequacy of this

document. Any representation to the contrary is unlawful. The Ordinary Shares will be offered and sold in the United States: (i) to qualified institutional buyers within the

meaning of Rule 144A under the 1933 Act ("QIBs") that are also qualified purchasers within the meaning of Section 2(a)(51) of the 1940 Act ("QPs") or to "accredited

investors" as defined in Regulation D under the 1933 Act ("Accredited Investors") that are also QPs; and (ii) in accordance with any applicable laws of any US state. The

Ordinary Shares will also be contemporaneously offered and sold outside the United States to non-US Persons pursuant to the requirements of Regulation S under the

1933 Act ("Regulation S"). The Ordinary Shares cannot be offered, resold, pledged or otherwise transferred in the United States or to US Persons except in accordance

with the restrictions and procedures set forth in paragraph 19 of Part I of the AIM Admission Document entitled Selling Restrictions.

NOTICE TO NEW HAMPSHIRE RESIDENTS: NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER

CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR

A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF THE STATE OF NEW HAMPSHIRE THAT ANY

DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS

AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, ORRECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE

PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.


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Cluff Natural Resources Plc

(CNR) is a new company

founded by Algy Cluff listing onAIM, which will leverage his

extensive experience and

contacts to invest in global oil &

gas and mining opportunities to

generate value for investors.


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Overview

New AIM investing company founded by Algy Cluff to identify global oil & gas and miningopportunities

Incorporated to take advantage of increasing global pressure to exploit new reserves andresources underpinned by the long-term upward trend in commodity prices

Objective is to secure projects which are under-performing, under-developed and/orundervalued to grow and unlock inherent value for shareholders

Initial focus on oil & gas opportunities in the North Sea and oil & gas and mining projectsin Africa

Proven track record of Algy Cluff and the board of CNR in sourcing and developing naturalresources projects around the world and creating shareholder value

Raised 3.75 million at 5 pence per share - admission to AIM on 22 May 2012


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Board of Directors

Algy Cluff

Executive Chairman and Chief

Executive Officer

In 1972 Algy Cluff formed CCP North Sea Associates to bid for North Sea oil licences in the UK sector and subsequently Cluff Oil Ltd,

which acted as the management company for CCP. CCP discovered the Buchan Field, the 14th commercial oil field in the UK North

Sea, in 1975. He then founded and became Chairman of Cluff Resources plc.From the early 1980s, Cluff Resources plc began to focus on mineral exploration in Africa and made several significant discoveries

including a large gold discovery in Africa (subsequently the Geita Mine in Tanzania), the Freda Rebecca Mine in Zimbabwe and the

Ayanfuri Mine in Ghana, prior to the acquisition of Cluff Resources plc by Ashanti Goldfields Company Limited in 1996. In the same

year, backed by Anglo American Corporation, Algy Cluff founded Cluff Mining Limited (subsequently re-named Ridge Mining Plc),

which was admitted to AIM in May 2000. Ridge Mining Plc was acquired by Aquarius Platinum in 2009. Algy Cluff was the Founder,

Executive Chairman and Chief Executive of Cluff Gold plc from 2004 to December 2010, Executive Chairman until July 2011 and

subsequently Non-Executive Chairman up to April 2012, when he stepped down to concentrate on Cluff Natural Resources.

Nicholas Berry

Deputy Chairman

Nicholas Berry is the controlling shareholder and Chairman of Stancroft Trust Limited and Intersport Switzerland, PsC, and a Director

and founder of Mintel International Group Limited, a family business. Nicholas Berry is also a Non-executive Director of The Daily

Mail and General Trust plc.

Peter Cowley

Non-Executive Director

Peter Cowley is a geologist with 40 years of international experience in the minerals industry and has been involved in the discoveryand development of a number of gold mines in Africa. Peter Cowley is also president and CEO of Loncor Resources Inc and a

Director of Banro Corporation and was previously Managing Director of Ashanti Exploration Limited and Group Technical Director of

Cluff Resources plc. He holds M.Sc and M.B.A. degrees and is a Fellow of I.M.M.M. He is currently a Non-executive Director of Cluff

Gold Plc.

Dr Bobby Danchin


Robert Danchin has over 40 years experience in the exploration industry. He was Chief Executive Officer of Anglo American plcs

Exploration and Acquisition Division and the Anglo American Groups Deputy Technical Director (Geology). From 1997 to 2002, he

was an Executive Director of Anglo American Corporation of South Africa Limited. In 1980, he joined Stockdale Prospecting Limited

(an Australian subsidiary of De Beers) as Chief Geologist based in Australia. He remained with that company for 15 years, eventually

becoming Exploration Manager heading up its Australian-based diamond exploration programme. He is currently a Non-executive

Director of Cluff Gold Plc.

The Earl De La Warr DL.


William De La Warr has 35 years experience in the securities industry. He was Director of Credit Lyonnais Securities (Broking) Ltd,

formerly Laing & Cruickshank, both in institutional sales and corporate broking. Most recently he has worked at Shore CapitalStockbrokers and is Vice Chairman EMEA at Shore Capital International Limited, having particular involvement with the natural

resources team.

Brian FitzGerald


Brian FitzGerald has over 30 years experience as a banker, having worked variously for Hambros Bank, E.D. Sassoon and Wallace

Brothers Sassoon before joining Standard Chartered Bank in 1977 where he remained until 1991. He ran the Standard Chartered

Investment Banking offices in Australia, Singapore and New York and returned to Head Office in 1987. Subsequent ly he was Chief

Executive of Janson Green Plc, Chairman of Liberty Syndicate Management Ltd and Deputy Chairman of Limit Plc.


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Track Record - Algy Cluff

Over 40 years experience in natural resources and generating returns for shareholdershelped to develop the idea for CNR

Responsible for the discovery and commissioning of the Buchan oil field in the North Seaand discovering and commissioning numerous successful mines throughout Africa:

Discovered the Geita Mine in Tanzania (a large African gold discovery)

Freda Rebecca Mine in Zimbabwe Kalsaka Mine in Burkina Faso, the Baomahun 2Moz discovery in Sierre Leone and the Yaoure discovery in CotedIvoire (Cluff Gold)

Founded and successfully listed three Africa-based mining companies and one oilcompany - two of which sold to third parties yielding significant returns for investors:

Cluff Oil Ltd Cluff Resources plc acquired by Ashanti Goldfields in 1996 Cluff Mining Ltd (later named Ridge Mining Plc) acquired by Aquarius Platinum in 2009 Cluff Gold plc a gold mining company with a market capitalisation of approximately 135m founded by Mr. Cluff

in 2004 who acted as Non Executive Chairman having previously been the Executive Chairman and Chief

Executive


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Track Record - Algy Cluff

Early 1970s: Founder of CCP North Sea Associates and later, Cluff Oil Ltd Early 1980s 1996: Founder and Chairman of Cluff Resources plc Late 1980s: Listed Cluff Resources Zimbabwe on the Harare Stock Exchange 1996 2004: Co-founder and Chairman of Cluff Mining Limited 2003 2012: Non Executive Chairman of Cluff Gold plc Mr. Cluff continues to launch companies in the areas of resources and energy:

Cluff Geothermal Ltd; Cluff Africa Associates Ltd; Cluff Coal Ltd; and Cluff Oil Ltd.


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Opportunities in the North Sea Oil & gas projects in the North Sea targeted due to:

buoyant prices favourable supply/demand fundamentals

North Sea Strong interest in UK North Sea Licensing rounds round

26 resulted in 190 awards covering 2,818 blocks Upstream investment is on the rise hit a record 7.5

billion in 2011 expected to continue to increase

March 2012 Budget presents opportunities to acquireassets and/or act as a consolidator of small operators in

the North Sea


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Opportunities in Africa

Opportunities sought in both established economies such as South Africa and post conflictcountries including Cote dIvoire, Sierra Leone and Liberia

Increase in political stability provides solid foundation for strong economic growth in Africa: Poised to become the worlds second fastest growing region in 2012 6% average economic growth across the 54 countries forecast by IMF expected to drive the

emergence of a middle class and increased demand for infrastructure and power

Huge increase in commodity related activity across the continent: Oil, gold and iron ore in West Africa Copper in the Democratic Republic of Congo Oil & gas in West and East Africa - Number of new discoveries including Uganda by Tullow Oil and

Heritage Oil, offshore Ghana by Tullow Oil and offshore Mozambique by Anadarko consortium

Significant opportunity to increase Africas capacity as a major energy producer

Successful track record of board of CNR in acquiring and operating resourceprojects in Africa


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Investment Criteria

Projects with relatively low exploration risk sought: Where the asset is underperforming, undeveloped and/or undervalued in the early

stage of the development cycle

The resource and/or the deposit has attractive fundamentals Where the geology, extraction and processing is not expected to be overly complex Assets that have the potential for unlocking significant value through corporate action Primarily exploration or development stage assets targeted, but producing assets not

ruled out

Where the technical, logistical and social and environmental issues are satisfactorilyconsidered


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Investment Strategy

Utilise Algy Cluffs extensive experience and global contacts built up during his 40 yearsinvolvement in the resources arena to source and acquire new investments

AIM-listed company, ready to execute opportunities which may enhance discussions withpotential vendors and partners

Provide capital for exploration, feasibility studies, development and/or expansion Back promoters and/or management teams where necessary seek management

participation and board representation

Work closely with governments to identify opportunities and develop investments


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Disciplined Investment Process

Projects to be subjected to rigorous due diligence: Deal Flow opportunities to be sourced through the CNR directors contacts in the industry Region/Location Analysis - research conducted to understand the fundamentals of each project Financial Analysis - assumptions identified and tested and economics scoped Reserves Analysis - reserves for each project carefully reviewed in advance of independent due

diligence

Project Inspection - site to be visited (as necessary) to identify any additional issues andexpenditure

Capital Markets View- ensure the project is in line with investors expectations Independent Due Diligence - projects subject to a competent persons report in line with best

industry practice

NOMAD Consultation CNR will consult with its nominated adviser Board Approval - all investments must be approved by the board of CNR


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Investment Case

Opportunity to participate in a growth focused oil and gas and mining investmentcompany backed by founder Algy Cluff and a highly experienced board of directors

Highly experienced board of directors with: a proven track record in creating substantial value for investors experience in sourcing and developing projects in the resource sectors and creating value a thorough understanding of taking opportunities forward and completing transactions in the

North Sea and Africa

a wide network of government and business contacts experience in managing AIM quoted companies an extensive network of contacts well placed to identify investments

Number of possible resource project targets already identified in the North Sea and Africa


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Structure

Placing raised 3.75 million to give a market capitalisation of 4.35 million Structure:

Founder Shares 10,000,000

IPO investors (at 5p per share) 75,000,000

Founder Warrants (@ 5p) (5 year life) 5,000,000

IPO Investor Warrants (@ 10p) (3 year life) 37,500,000

5 yr Long Term Incentive Agreement over 3% of share capital p.a. awarded to Algy Cluff basedon share price performance*

Options over up to 5% of share capital can be awarded to other directors and management atmarket price

*Price targets: 10p per share in year to 31 Dec '12; 15p per share in year to 31 Dec '13; 22.5p per share in

year to 31 Dec '14; 33.75p per share in year to 31 Dec '15; 50.625p per share in year to 31 Dec '16.


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Contacts

Cluff Natural Resources plc

15 Carteret Street,

London

SW1H 9DJ

Tel: +44 (0) 20 7340 9790

www.cluffnaturalresources.com

Shore Capital Corporate Limited

Bond Street House

14 Clifford Street

London

W1S 4JUTel: +44 (0) 20 7408 4050

St Brides Media & Finance Ltd

Chaucer House

38 Bow Lane

London

EC4M 9AY+44 (0) 20 7236 1177

cluff natural resources ipo presentation 15.05.12

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