KIFARU

CONFIDENTIAL INFORMATION MEMORANDUM

THE CONTENTS OF THIS DOCUMENT SHOULD NOT BE TREATED AS ADVICE. IF YOU ARE IN ANY

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UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FSMA) WHO SPECIALISES IN ADVISING

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Confidential Information Memorandum Table of Contents

1.DISCLAIMER AND IMPORTANT INFORMATION

2.THE OPPORTUNITY 2.1 Company Background 2.2 Project Overview 3.KEY PERSONNEL

4. CORPORATE ALLIANCE 5. NYANG’OMBE PROJECT REPORT

5.1 GEOLOGICAL SETTING AND STRUCTURES 5.1.1 Regolith 5.1.2 Structures 5.1.3 Exploration Model 5.1.4 Exploration Work 5.1.5 Airborne Magnetic Survey 5.1.6 CBI Drilling Results 5.1.7 Future Exploration Program 5.1.8 Conclusion and recommendation 5.2 Figures and Diagrams 5.2.1 Geology Map Showing the Location of the Properties. 5.2.2 Significant Intersections >1 ppm and SE Potential of the Properties 5.2.3 Au ppm Grid and SE Potential of the Properties 5.2.4 Significant Intersections over Airborne Magnetic Map 5.2.5 Structural Map with CBI anomalies (RAB Targets) 5.2.6 Geology and Structural Interpretations over Drilling and Rock sampling 5.2.7 Airborne Magnetic Map showing intersected mineralized zones 5.2.8 Interpretations of mineralized zones which are extension to the properties 6. PRO FORMA FINANCIALS 6.1 Initial Costs 6.2 Annual income 6.2.1 Operational Income 6.2.2 Operational Costs

1. DISCLAIMER AND IMPORTANT INFORMATION

This Confidential Information Memorandum is not a prospectus for the purposes of section 84(2) of

the Financial Services and Markets Act 2000 (UK) (FSMA), and as such has not been approved by the

Financial Services Authority as a prospectus pursuant to section 85 of that Act.

No person has been authorised to give any information or make any representation other than

contained in this document and, if given or made, such information or representation must not be

relied on as having been so authorised.

This document does not constitute or contain an offer to sell, or an invitation to subscribe for or buy

Shares or any other securities in the Company. The Company is not seeking to raise any funds or issue

any Shares under this Information Memorandum. It is not intended for use by any person who is not

a sophisticated investor or professional investor, as defined in the Act.

This document does not purport to contain all information that Prospective Investors may require to

make an informed assessment of the Company or its securities. Prospective Investors should rely on

their own investigations, including of the risks associated with an investment in the Company. Before

making an investment, Prospective Investors should consider (with the assistance of professional

advice) whether an investment in the Company is appropriate considering their particular investment

objectives and financial circumstances.

Each of the Company, its shareholders and its affiliates, and any of their officers, employees, agents,

advisors, or representatives (Representatives), makes no promise, representation or warranty of any

kind as to the accuracy or completeness of this document. They assume no duty of care to any

Prospective Investors. No information contained in this document or any other written or oral

communication transmitted by the Company or made available to a recipient is a promise,

representation or warranty of any kind. A Prospective Investor, by accepting and reading this

document, agrees that it will not rely upon any such information or communication. In addition, the

Prospective Investor agrees that any projections and estimates or other forward-looking statements

contained in this document involve assumptions and are subject to risks and uncertainties (many of

which are outside the control of the Company) which are likely to cause actual results to differ. Such

assumptions, risks and uncertainties include Company specific matters, industry market conditions,

general business, economic, and market conditions, as well as national and international political,

military, and social conditions. Accordingly, the Company gives no assurance as to the accuracy or

attainability of any forward-looking statements.

This document is confidential. Neither this document nor any other material relating to the proposal

described herein may be copied, reproduced, shown, distributed or issued to any other person at any

time without the prior written consent of the Company nor may the information contained herein be

discussed with any other person without the prior written consent of the Company. By receiving this

document, a Prospective Investor agrees to be bound by the restrictions in this disclaimer.

2. THE OPPORTUNITY

• PROVEN RESERVES OF 150,000 OUNCES OF GOLD: with only RC drill holes used to estimate the gold reserves.

• LOCATED IN RECOGNIZED PREMIER GOLD BEARING REGION: The Nyang’ombe Project is a gold project located in the Lake Victoria Goldfields (“LVGF”) region of northern Tanzania.

• HIGH POTENTIAL FOR LARGE DEPOSIT: based on the location of the property that the resource should increase to at least 600,000 ounces, giving an estimated mine life of 10 years.

• EXPERIENCED MANAGEMENT: Kifaru’s key personnel have a combination of technical, financial, legal expertise and proven track records of discoveries, development and operational experience

• STRATEGIC ALLIANCES: Kifaru has established partnership with firms active in financial and engineering sectors.

2.1 COMPANY BACKGROUND

KIFARU RESOURCES GROUP (T) LTD (K.R.G.) Kifaru was specifically incorporated to develop a

portfolio of tenements focused on gold mineralisation. Kifaru’s existing portfolio of tenements

stems from a partnership with the owners of the Nyang’ombe Project (Nyang’ombe).

As well as the Nyang’ombe Project, Kifaru is involved in the verification, purchasing and

developing additional mining areas with proven mineral deposits in Tanzania. We are currently

exploring mineable areas with substantial deposits of GOLD with a long mining lifespan and

enough to bring infrastructural development within the community of its operation and

neighbouring communities.

2.2 NYANG’OMBE GOLD PROJECT TANZANIA OVERVIEW

The Nyang’ombe gold resource is situated in NW Tanzania between the Barrick Bulyanhulu gold

mine (>18 Moz) to the North West and the Acacia Golden Ridge Resource (>3.5 Moz) to the South

West. The resource lies in the prolific Lake Victoria Gold Field which is amongst the premier gold

bearing resources in the World.

Sparse RC and RAB drilling, with only RC drill holes used to estimate the gold reserves, has

indicated a resource of circa 150,000 oz AU @ 3.7 gpt AU in at least three parallel anomalies.

Closer inspection of the drilling results shows several very rich pockets of ore (including one

intersection of 85.75 gpt AU for 2 metres). Further diamond drilling is needed to fully understand

the resource. To date drilling has only been carried out to 60 metres depth. No estimates have

been made for reserves at depth. Further exploration work would include drilling 20 diamond core

holes to a depth of 100 metres, to further define the resource and to include an underground

mining operation to work in parallel with the surface mining operation and which the geology,

steeply dipping narrow vein anomalies, lends itself to highly productive and efficient mining

methods such as Alimak narrow vein raise bores. There is a degree of certainty based on the

location of the property that the resource could increase to at least four times the present

estimate, i.e. to circa 600,000 oz AU @ 6.0 gpt average AU, giving an estimated mine life of 10

years.

Stuart Turner (RMT) has submitted a proposed processing plant using cyanide leaching technology

and incorporating an updated improvement of the Merrill Crowe gold precipitation recovery

method to produce Dore bullion bars. The plant has a daily throughput of 1,000 per day capacity

and an estimated minimum 98% recovery rate. RMT is agreeable to a DMO (design, manufacture

and operate) arrangement at a cost of approximately $75,000.

A tailings facility will also be required. There are Southern African based tailings facilities specialist

companies who will design, build and gain all the necessary licencing, environmental and

regulatory approvals and are open to DMO arrangements for this facility. These companies will be

approached to tender for an appropriately sized facility in due course with the aim of reaching an

agreement along such arrangements. To match this size of operation an estimate of circa $2

million is envisaged to design, gain approval for, operate and build such a facility.

3. KEY PERSONEL

3.1 Mr. Samuel Orife (CEO) Samuel is an entrepreneur with investment in security real estate and agriculture. With over 5 years’ experience and a vast knowledge of the business and economic dynamics of Tanzania, he serves as a Director and CEO of SAFETY ROCK GROUP with a workforce of over 2000 employees at industries ranging from Telecommunications, Oil and Gas, Construction and mining. He has over 2 years’ experience in the mining industry focused on minerals such as Gold, Coal and Tanzanite.

3.2 Mr. Felix Kagisa (DIRECTOR) Felix is an entrepreneur with over 25 years’ experience in the Tanzanian and East African business climate. He is currently the chairman of SAFETY ROCK GROUP and seating on the board of several other companies. He is the Chairman of the Tanzania Security Industry (TSIA), vice-chairman of Association of Tanzanian employees (ATE), and a board member of Workers Compensation Fund (WCF). He has significant Gold mining assets in the geita region of Tanzania.

3.3 Mr. Stephen Elia Mwafulango (DIRECTOR) Stephen is a specialist in Geographic Information Systems (GIS) particularly in applications for geology and mineral exploration, geochemical data processing and analysis. He was the GIS and Database Coordinator for Barrick Gold Corporation/ACACIA Mining (pty) Ltd, between August 2011 and January 2015 for the regions of Kenya and Tanzania.

3.4 Mrs. Herieth Orife (DIRECTOR) Herieth is a businesswoman and philanthropist. With over 8 years’ experience in the business and economic climate of Tanzania, she is the Managing Director (MD) KAGISA ENTERPRISES LTD, a construction company with a long history of excellence and pedigree in TAN Road projects and other notable civil engineering projects in Tanzania. She also seats on the board of other companies in Tanzania and Nigeria.

3.5 Mr Jude Obokpare Akpofure (DIRECTOR & IN - HOUSE LEGAL COUNSEL) Mr. Obokpare Akpofure is a practicing Lawyer, Arbitrator and Investment Solicitor with an impeccable pedigree in diverse areas of practice including Civil Litigation, Arbitration, Commercial Law, Mineral Resources, Maritime, Investment, Finance, Securities, Real Estates, Oil and Gas. He is currently a Senior Partner and co-founder of Akpofure, Umufo & Associates, a Law Firm based in Warri, Nigeria with a high net worth broad-based clientele. He has also attended several professional conferences and Seminars. He is a member of the Nigeria Bar Association and the International Bar Association.

3.6 Mr. John Kavvouras (NON-EXECUTIVE DIRECTOR) Mr. Kavvouras has extensive experience dealing in both physical commodities as well as commodity-based derivatives instruments and has been a financial services professional for over 20 years serving in various executive management positions in the United States, Canada and the United Kingdom

3.7 Mr. Alyn Evans (CONSULTING ENGINEER) Mr. Evans is an experienced mining engineer with extensive experience working in sub Saharan Africa and who has held numerous senior management positions He has an in-depth understanding and extensive working knowledge of all aspects of mining techniques, regulatory enforcement, risk engineering and methodology.

4. STRATEGIC ALLIANCE PARTNERS:

4.1 Intl Commerce Management Limited (ICM). ICM’s focus is on developing a closer cross border

transaction flow between North American, European and Sub-Saharan markets. Operations include

management consulting, bespoke structured finance solutions and on-site management of

permanent European representative offices of established African firms.

4.2 Resources Mining Technologies (RMT). Founded in 2007, Resources Mining Technologies supplies

a unique and diversified range of advanced gold processing and water treatment plants through its

two divisions; Resources Gold Technology and Resources Water

RMT Modular Gold Plants (MGP) are standard units manufactured to the process needs of our

customers and their applications. These plants are ideal "starter plants" for small scale gold mine

developers. Beyond start-up they scale up directly into much larger production plants and can be

added to in expansion or in parallel.

5. NYANG’OMBE PROJECT REPORT

The Nyang`ombe project is a project occupying a set of mineral licenses (PMLs) owned by Stephen Elia

Mwafulango and Titus Soter & Partners.

The Nyang`ombe property is in the Karumwa-Geita Region, about 50km by road (40km Buly-Karumwa

town along the water-pipeline road and 10km Karumwa to Nyang`ombe) from the Barrick Bulyanhulu

Mine (>18 Moz). The property is approximately 10km NW of Golden Ridge deposit (3.5 Moz) (Fig.1).

RC drilling conducted by Spinifex 2002 had reported significant results including 6m @ 3.36g/t.

incl.11.23/1m, 6m @ 2.74g/t, incl.7.39/1m and 5m @ 12.86g/t, incl.19.47/2m, over ~700m-strike

extension.

An exploration program including detailed airborne magnetic survey and CBI drilling has been

accomplished. The objective of the drilling programs completed by Barrick Exploration Africa Ltd.

(BEAL) was to improve the geological understanding, confirm results of previous RC results and assess

the overall potential of the Nyang`ombe property.

In addition, interpretation of the BEAL airborne magnetic survey highlighted potential zones (Isonda

and Isonda east) at the intersection of NW- and NE trending faults.

The BEAL results of the CBI have revealed three parallel CBI anomalies (up to

364ppb over more than 2.5km cumulative strike length), located approximately 2km SE along strike

of the previous RC intersections. Another separate zone at Isonda returned up to 954ppb Au from CBI

drilling.

5.1 GEOLOGICAL SETTING AND STRUCTURES

The geology of the Nyang’ombe property comprises Upper Nyanzian group consisting primarily of

banded ferruginous chert with minor magnetite bands and thick volcaniclastic sediments, all weakly

metamorphosed to greenschist facies.

5.1.1 Regolith

The property shows the same regolith, generally composed of banded ferruginous chert (BFC) scree

near the ridges and red to brown silty-sand as you move to the plain where mbuga occurs extensively.

The ferricrete underlying this layer, is composed of re-cemented colluviums with angular BFC

fragments in general but also rounded pieces of rock generally quartz rubbles which although very

low in abundance, their presence implies a complicated deposition history. The thickness of the

colluvium varies from 5 to 30m.

The saprolite is not well-developed 1 to 5m and shows a sharp contact with the colluviums. On the

first to second meter of the saprolite, there is often yellow to orange iron staining. Scarcely calcrete

layers generally discontinuous can be found intercalated between the top of the saprolite and the

base of the ferricrete and they become abundant underneath mbuga areas.

5.1.2 Structures

The Nyang`ombe property is cut by a series of NE-trending faults extending toward the Mabale Hills.

The area is also crossed by a series of NW-trending faults through the Siga Hills North, interpreted as

splays of the E-W-trending Rwamagaza Break and crossed by prominent E-W oriented faults/fracture

system possibly related to tensional fractures across the BIF-chert unit.

5.1.3 Exploration Model:

The mineralization model of the Nyang`ombe property is BIF-sediment hosted disseminated-

replacement gold mineralization, structurally controlled by faults (probably reverse/thrust faults).

5.1.4 Exploration Work

Exploration work carried out by Spinifex included: Wide spaced soil & rock geochemical surveys and

pitting, followed by RAB drilling on selected area and 17 RC holes on best RAB intersections. The most

significant RC results included: 6m

@ 3.36g/t, incl.11.23/1m, 6m @ 2.74g/t, incl.7.39/1m and 5m @ 12.86g/t, incl.19.47/2m, over ~700m-

strike extension. The mineralization is hosted in BIFchert intercalated with greywacke. Moderate to

strong silicification with grey extension quartz veins characterize the zone. Weak sulphidation had

been reported (1-2%py).

BEAL conducted detailed airborne magnetic survey in March / April 2005. The airborne magnetic

survey and interpretation has highlighted potential structural zones of intersections. A regional

exploration program consisting of Cover Bedrock Interface (CBI) sampling technique was conducted

in order to investigate the important undercover areas (~80% of the entire property) located proximal

to BIF (under colluvium) as well as under mbuga soil and identify the highest potential areas (Au

endowment) for follow-up by RAB drilling.

The 2005 program of CBI drilling (2,562m) was conducted at 800m x 200m spacing, with an objective

of defining kilometre-scale CBI anomalies over the Isonda and Isonda East targets.

5.1.5 Airborne Magnetic Survey

The program involved a detailed airborne magnetic survey (~900km-line). The airborne magnetic

survey and interpretation has highlighted potential structural zones of intersections defined by NW-

and NE-trending faults.

5.1.6 CBI Drilling Results

Results from BEAL CBI program (2,562m) have revealed three parallel CBI anomalies (up to 364ppb

over more than 2.5km cumulative strike length), depicted over the Isonda East target, approximately

2km SE of the previous RC intersections. Two more fences were drilled to investigate the SE extension

of the Isonda East anomalies. At Isonda target SE-trending CBI anomaly (up to 954ppb) has been

defined. Another CBI fence has been drilled about 800m SE of the 954ppb Au to define its strike

continuity.

5.1.7 Future Exploration Program

Selective drilling to investigate the extent and significance of the SE anomalies extension. A 20g-m RAB

intersection over kilometre-scale would be required to proceed to the next phase of exploration.

5.1.8 Conclusion and recommendation

The PMLs occupy a shear hosted high grade shoot open and buffets in the NW direction. The panel of

potential direction with some economic grade could extend over a 100m strike at about 60m vertical

depth, where the speculative resource is approximately 150,000 Ounces at 3.7g/t Au in at least two

shoots. The overall potential of the area is projected at a strike length of 700m, 5m minimum width

and down to over 100m depth.

It’s also required some few meters RC and Diamond drilling to test the SE extension in which the

current mineralization is open at depth and along strike for further resources definition.

Figure 1. Geology Map Showing the Location of the Properties.

Figure 2. Significant Intersections >1 ppm and SE Potential of the Properties

Figure 3. Au ppm Grid and SE Potential of the Properties

Figure 4. Significant Intersections over Airborne Magnetic Map

CBI Anomalies (RAB

Targets)

Figure 5. Structural Map with CBI anomalies (RAB Targets).

CBI Anomalies (RAB

Targets)

Isonda

CBI Anomalies (RAB

Targets)

Isonda East

Figure 6.

Geology and Structural Interpretations over Drilling and Rock sampling

Figure 7.

Airborne Magnetic Map showing intersected mineralized zones

Figure 8.

Interpretations of mineralized zones which are extension to the properties.

Figure 9.

Location of Nyang’ombe relative to other deposits of over 2 million oz.

6.0 PRO FORMA FINANCIALS

6.1 Initial Costs

FURTHER EXPLORATION DRILLING AND PML $0.3 MILLION

DESIGN, TRANSPORT AND BUILD GOLD PROCESSING PLANT $6.5 MILLION

DESIGN, GAIN APPROVAL LICENCES AND CONSTRUCT TAILINGS FACILITY $2.0 MILLION

ACCOMODATION, ADMINISTRATION AND COMMUNICATION SETUP $0.3 MILLION

CONTINGENCY $0.9 MILLION

TOTAL $10 MILLLION

6.2 Operational Income DAILY ORE RECOVERY 1000 TONNES = 6000 g GOLD = 200 oz GOLD $240,000/day income ($1200/oz selling price) ASSUME 300 DAYS ANNUAL PRODUCTION $72,000,000 annually 6.3 Operational Costs MINING COSTS ($30 PER TONNE OF ORE) $30,000 DAILY PROCESSING COSTS ($47 PER TONNE OF ORE) $47,000 DAILY TAILINGS PROCESSING ($30 CUBIC METRE) $30,000 DAILY ADMIN, MISCELLANEOUS, TAXES, TRANSPORT, ETC. $30,000 DAILY _____________ $137,000 DAILY OPERATIONAL COSTS CALCULATED ON 365 DAYS $50,005,000 ANNUAL PROFIT $21,995,000