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Strictly Private and Confidential October 18, 2013 Project “Duncan” Discussion Materials

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Page 1: RBC Reimagine - Sample Pitchbook - Project Duncanmarqueegroup.ca/wp-content/uploads/2020/07/RBC-Reimagine-Sample-Pitchbook...RBC is the leading advisor on Canadian target or acquiror

Strictly Private and Confidential

October 18, 2013

Project “Duncan”Discussion Materials

Page 2: RBC Reimagine - Sample Pitchbook - Project Duncanmarqueegroup.ca/wp-content/uploads/2020/07/RBC-Reimagine-Sample-Pitchbook...RBC is the leading advisor on Canadian target or acquiror

This presentation was prepared exclusively for the benefit and internal use of the recipient for the purpose of considering thetransaction or transactions contemplated herein. This presentation is confidential and proprietary to RBC Capital Markets andmay not be disclosed, reproduced, distributed or used for any other purpose by the recipient without our express writtenconsent.

The information and any analyses contained in this presentation are taken from, or based upon, information obtained from therecipient or from publicly available sources, the completeness and accuracy of which has not been independently verified, andcannot be assured by RBC Capital Markets. The information and any analyses in these materials reflect prevailing conditionsand our views as of this date, all of which are subject to change.

To the extent projections and financial analyses are set forth herein, they may be based on estimated financial performanceprepared by or in consultation with the recipient and are intended only to suggest reasonable ranges of results. The printedpresentation is incomplete without reference to the oral presentation or other written materials that supplement it.

Any calculations or value ranges indicated herein (i) are preliminary and should not be construed as opinions of RBC CapitalMarkets or their individual members as to value, fair market value, or prices at which a transaction would be considered fairfrom a financial point of view, and (ii) have not been subject to the processes that we apply to fairness opinions and valuations,including our due diligence process and our internal opinion review process and, accordingly, must not be considered toconstitute a valuation, formal valuation, appraisal, professional opinion, or fairness opinion as contemplated under IIROC Rules29.14 to 29.25 or Multilateral Instrument 61-101 and must not be relied upon or disclosed as constituting such a document oropinion.

Employees of RBC Capital Markets are expressly prohibited from offering directly or indirectly a specific price target, or offeringor threatening to change research, a rating or a price target, to a company as inducement for the receipt of business orcompensation.

All figures are in CAD$ unless noted

Disclaimer

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Table of Contents

I. Introduction

II. Market Update

III. Preliminary Financial Assessment

IV. Potential Interested Parties

V. Summary / Next Steps

Appendices

A. RBC as a Partner for Duncan

B. Supplemental Materials

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Senior Coverage

Duncan’s RBC Coverage Team

Gordon BellHead, Mining & Metals(416) [email protected]

Metals & Mining Investment Banking

John BlanchetteVice President(416) [email protected]

Jason CovienskyAnalyst(416) [email protected]

RBC has assembled a highly experienced deal team for Duncan and will bring our global expertise, industry knowledge and full commitment to ensure optimal execution

Mergers & Acquisitions

Arjun TanejaDirector(416) [email protected]

Markus SturmAnalyst(416) [email protected]

Alan HibbenManaging Director(416) [email protected]

Equity Capital Markets

Ryan LatinovichDirector(416) [email protected]

Paolo CiotolaVice President(416) [email protected]

Global Contacts

Richard Horrocks-TaylorManaging [email protected]

Robert SennittManaging [email protected]

Ken WangHead, Natural Resources [email protected]

Gavin EzekowitzCo-President, GIB [email protected]

Financial Sponsors

Sonal DoshiDirector(416) [email protected]

“Duncan”

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IntroductionSECTION I

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Introduction

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Market UpdateSECTION II

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Given lack of direct information, exploration expenditure is used as a proxy to indicate potential future mine development

Mining Services Industry Trends

Global Economic Uncertainty

Investors focused on macro themes of economic growth in the Eurozone and China

Concerns over U.S. debt ceiling and potential global implications

Asset Optimization

Seniors and majors are selling non core assets and reassessing exploration/expansion programs

Key Themes / Trends Global Exploration Budgets(1)

Hardrock Underground Mines in the Americas(2)

Mining sector in general and small cap sector specifically have been significantly impacted by weak share prices and reduced trading liquidity over the last 12 months

(1) Metals Economics Group, Corporate Explorations Strategies, World Exploration Trends(2) Metals Economics Group

Limited Availability of Capital

Institutional investors have suffered large losses and many are seeking to decrease exposure to the sector

As a result, companies are preserving cash balances and have delayed/deferred project development

Loyal Customer Base

[•]

Barriers To Entry [•]

Early StageInvolvement [•]

MIN

ING

SER

VIC

ESM

ININ

G S

ECTO

R

$0

$6

$12

$18

$24

2003 2004 2005 2006 2007 2008 2009 2010 2011 20120

40

80

120

160

Total Non-Ferrous Exploration S&P/TSX Mining Index

6 6 613

7 7 5 1 1

49 11 12

7 13

41

1015 17

29

1914

18

51 1

16

0

10

20

30

40

2010 2011 2012 2013E 2014E 2015E 2016E 2017E 2018E 2019E

Num

ber o

f UG

Min

esC

omm

enci

ng P

rodu

ctio

n

Latin America North America

Highest prevalence of mine contractors is in the first stages of underground development

Forecasted new mine startups support pipeline growth

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(60%)

(40%)

(20%)

0%

20%

40%

60%

Oct-11 Jan-12 Apr-12 Jul-12 Oct-12 Jan-13 Apr-13 Jul-13 Oct-13

Drilling Companies AverageMining Services AverageS&P 500 IndexS&P/TSX Composite IndexBBG World Mining Index

(49%)

(23%)

41%

7%

(30%)

Percentage Price Change

2 Years LTM YTD 3M 1MDrilling Companies

Boart Longyear (86%) (74%) (85%) (15%) (14%)Major Drilling Group (41%) (32%) (53%) 4% (1%)Orbit Garant Drilling (77%) (57%) (78%) 3% 7%Swick Mining Services 9% 40% 15% 21% 6%

Average (49%) (31%) (50%) 3% (0%)

Mining ServicesMurray & Roberts 19% 32% 25% 11% 1%Ausdrill (54%) (52%) (55%) 30% (22%)NRW Holdings (43%) (29%) (47%) 36% (8%)MacMahon Holdings (75%) (44%) (71%) 0% (7%)Maca Limited 39% 36% 45% 39% 9%

Average (23%) (11%) (21%) 23% (6%)

Overall Peer Average (34%) (20%) (34%) 14% (3%)

S&P 500 Index 41% 18% 37% 3% 1%S&P/TSX Composite Index 7% 4% 8% 4% 1%BBG World Mining Index (30%) (23%) (22%) 8% (2%)

Peer Group Relative Share Price and Commodity Performance

Source: Bloomberg, as of October 16, 2013

Mining services sector has been negatively impacted by ongoing mining market volatility

Last Two Years Trading HistoryPeer Group Performance

Resource investors have largely remained on the sideline, although many are becoming more engaged and looking for opportunities with a focus on balance sheet strength, free cash flow generation and relative valuations

Investors agree valuations are low but the catalyst for re-valuation outside of a strong underlying commodity rally remains unclear over medium term

− Recognition that new projects need to be built to satisfy supply / demand fundamentals although exploration drilling expected to remain subdued in the near to medium term

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0.0x

2.0x

4.0x

6.0x

8.0x

10.0x

12.0x

Oct-08 Oct-09 Oct-10 Oct-11 Oct-12 Oct-13

Mining Services Mineral Drillers

Avg. Mineral Drillers: 6.6x

Avg. Mining Services: 5.1x

0.0x

2.0x

4.0x

6.0x

8.0x

10.0x

12.0x

Oct-08 Oct-09 Oct-10 Oct-11 Oct-12 Oct-13

Mining Services Mineral Drillers

5yr Avg. Mineral Drillers: 5.4x

5yr Avg. Mining Services: 4.1x

Peer Group Historical Trading MultiplesMultiples have fluctuated significantly over a 5 year cycle, currently trading below LT averages

Source: Bloomberg Note: Mining Services Companies include: Murray & Roberts, Ausdrill, MacMahon, NRW Holdings, and MACA Limited

Mineral Drillers include: Boart Longyear, Major Drilling Group, Orbit Garant Drilling and Swick Mining Services

Enterprise Value / LTM EBITDA

Enterprise Value / +1 year FWD EBITDA

Forecasted lower EBITDA estimates have increased

multiples despite share price weakness

5yr Avg. 3yr Avg. YTD Avg. CurrentMining Services 4.1x 4.2x 3.4x 2.9xMineral Drillers 5.4x 4.9x 4.2x 4.8x

5yr Avg. 3yr Avg. YTD Avg. CurrentMining Services 4.9x 5.1x 4.1x 3.5xMineral Drillers 6.6x 6.2x 3.6x 3.9x

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Preliminary Financial AssessmentSECTION III

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RBC notes that the analysis contained herein is illustrative only and that RBC would need to perform further due diligence toadvance its preliminary value assessment

− Further work will be required with the Duncan team for RBC to develop a more detailed forecast and enhanced financial model that allows for further sensitivity analysis

Appr

oach

& C

onsi

dera

tions

RBC has prepared a preliminary financial assessment for Duncan based on the following methodologies, using management’s forecast for 2013E-2015E

Approach to Preliminary Financial Assessment

Implied intrinsic value of business based on a five-year financial forecast Sensitivity analysis conducted on multiple assumptions, including

discount rates and operating assumptions

Discounted Cash Flow (“DCF”) Analysis

Review of implied multiples of EV / EBITDA paid in precedent transactions Represents “en bloc” controlling interest values

Precedent Trading Analysis

Considerations

Leveraged Buy-Out (“LBO”) Analysis

Determine the maximum amount a financial buyer can pay based on leverage and required equity internal rates of return (“IRRs”)

Sensitivity analysis for leverage and entry / exit multiples employed

EV / EBITDA trading multiples of comparable public mining services and mineral drillers

Trading values reflect current market views of minority interest values rather than “en- bloc” values that reflect a control premium

Comparable Company Trading Analysis

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$5.8 $9.4$17.1

$26.5 $30.0 $32.0 $34.2 $36.6 $39.2

$0

$15

$30

$45

2010A 2011A 2012A 2013E 2014E 2015E 2016E 2017E 2018E

EBIT

DA

(C$

milli

ons)

.

$153 $150$187 $185 $195 $205 $215 $226 $237

$0

$100

$200

$300

2010A 2011A 2012A 2013E 2014E 2015E 2016E 2017E 2018E

Rev

enue

(C$

milli

ons)

.

Review of Financial Forecast (2013E – 2018E)

Commentary

Historical and Projected EBITDA

Historical and Projected Revenue(C$ millions, unless otherwise noted)

Actual ResultsDuncan Management Guidance

2013E - 2015E based on Duncan’s management guidance

2016E - 2018E forecast based on annual revenue and EBITDA growth rates of 5% and 7%, respectively, per management guidance

Execution of management plan and achievement of forecast, particularly the 2013E EBITDA, will be critical to obtaining full value upon a sale of the business

2013E-2018E CAGR: 5.1%

2010A-2013E CAGR: 6.6%

EBITDA Margin (%): 3.8% 6.3% 9.2% 14.3% 15.4% 15.6% 15.9% 16.2% 16.5%

RBC Forecast Extrapolation

2013E-2018E CAGR: 8.1%

2010A-2013E CAGR: 65.9%

Significant improvement in EBITDA margins demonstrated in historical and forecasted financial performance

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WACCMultiple 10% 11% 12%

6.0x $227 $219 $2115.0x $203 $195 $1894.0x $178 $172 $166

Annual Capex (C$M) WACC'14-18E Avg. ∆ Flex 10% 11% 12%

$6.3 - $203 $195 $189$8.3 +$2.0 $195 $188 $181$10.3 +$4.0 $187 $180 $173

EBITDA Margin WACC'14-18E Avg. ∆ Flex 10% 11% 12%

16.0% 0.0% $203 $195 $18913.5% (2.5%) $169 $163 $15711.0% (5.0%) $135 $130 $125

Discounted Cash Flow Analysis

Forecast

Revenue & EBITDA: per management guidance

Depreciation: assumed $6M annually per management guidance

Capex: 2014E - 2015E per management guidance; growth in 2016E - 2018E assumed equal to revenue growth

Working Capital: Annual changes in working capital assumed to be negligible

Taxes

Rate: 26.5% effective cash tax rate per management guidance

NOLs: None available starting Jan 1, 2014

Terminal Value & WACC

Terminal Value: based on EBITDA multiple methodology

WACC: see Appendix B for detailed calculation

Key Assumptions Unlevered Free Cash Flow Forecast

Enterprise Value Sensitivity Analysis (C$M)

C$ millions, unless noted otherwise2014E 2015E 2016E 2017E 2018E

Revenue $195.0 $205.0 $215.3 $226.0 $237.3Growth 5.4% 5.1% 5.0% 5.0% 5.0%

EBITDA $30.0 $32.0 $34.2 $36.6 $39.2EBITDA Margin 15.4% 15.6% 15.9% 16.2% 16.5%

Less: Capex (5.5) (6.0) (6.3) (6.6) (6.9)Less: Unlevered Cash Taxes (6.4) (6.9) (7.5) (8.1) (8.8)Unlevered FCF $18.1 $19.1 $20.5 $21.9 $23.5

Operational Sensitivities(1)

(1) Enterprise value based on terminal multiple of 5.0x EV / EBITDA

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EV / '13E Total '13E EBITDA LeverageEBITDA 1.5x 2.0x 2.5x

4.0x 18.7% 20.4% 22.8%5.0x 14.4% 15.2% 16.4%6.0x 11.7% 12.2% 12.8%

C$ millions, unless noted otherwiseTotal Leverage

IRR 1.5x 2.0x 2.5x20.0% $76 $79 $8225.0% $67 $71 $7430.0% $60 $64 $68

C$ millions, unless noted otherwiseExit Multiple

IRR 4.0x 5.0x 6.0x20.0% $72 $79 $8625.0% $65 $71 $7630.0% $59 $64 $69

C$ millions, unless noted otherwise PF2013E 2014E 2015E 2016E 2017E 2018E

EBITDA $26.5 $30.0 $32.0 $34.2 $36.6 $39.2EBITDA Growth 13.2% 6.7% 7.0% 7.0% 7.0%

Less: Sustaining Capex n/a (5.5) (6.0) (6.3) (6.6) (6.9)Less: Cash Interest Expense n/a (3.2) (2.5) (1.7) (0.8) (0.3)Less: Levered Cash Taxes n/a (5.4) (6.1) (6.9) (7.7) (8.7)Less: Mandatory Amortization n/a (8.0) (8.0) (8.0) (8.0) (5.3)

Cash Flow Available for Cash Sweep n/a $8.0 $9.5 $11.4 $13.5 $17.9

Cash Balance - - - - - -Total Debt Balance 79.5 63.6 46.1 26.8 5.3 -Total Debt / EBITDA 3.0x 2.1x 1.4x 0.8x 0.1x 0.0xEBITDA / Total Interest Expense n/a 9.4x 12.8x 20.0x 43.8x nmf

Sources Amount PercentTerm Loan A $79.5 58%Revolver - 0%Equity Requirement 57.5 42%

Total Sources $137.0 100%

Uses Amount PercentPurchase of Dumas $132.5 97%Transaction Costs 4.5 3%

Total Uses $137.0 100%

Financial Sponsor Indicative LBO Analysis

Sources and UsesTransaction Assumptions

Transaction purchase price of $132.5M

− 5.0x LTM (2013E) EBITDA

3.0x LTM EBITDA total leverage

− Term Loan A at BA’s+3% = 4.275%

− $25M undrawn revolver at same interest rate + 0.6% undrawn fee

− 100% cash flow sweep

Purchase multiple equals exit multiple

~26.5% tax rate with no NOLs

Total transaction costs (incl. advisory and underwriting fees) of $4.5M

Ability to Pay Analysis

Illustrative Pay Down & Credit Statistics

Note: Assumes fixed entrance / exit multiple of 5.0x

Note: Assumes fixed total leverage of 3.0x

Note: Assumes exit multiple equals purchase multiple

Note:Leverage assumptions will be positively affected by degree of contracted revenues and life of mine arrangements

Duncan

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Announced Date May-08 Jun-10 Aug-09 Sep-09 Mar-10 Jun-11 Sep-11 Dec-11 Dec-11 Mar-12 Mar-13 Jun-13EV (C$M)(1) $23 $348 $99 $93 $93 $206 $95 $12 $198 $86 $28 $70LTM EBITDA Margin 26.9% 8.1% 12.9% 10.9% 20.6% 27.4% 16.7% na na 23.0% na naEV / LTM Sales 0.9x 0.7x 0.6x 0.5x 1.4x 1.2x 0.9x 0.5x na 1.2x 0.4x 0.2x

3.3x

8.4x

4.7x5.0x

7.0x

4.2x

5.6x

n/a n/a

5.4x

n/a n/a

Major Drilling /Forage

URS / ScottWilson

Ausdrill /Brandrill

Basil Read /TWP

Foraco /Adviser Drilling

Tuscany Int.Drilling / Caroil

Major Drilling /Bradley

Orbit Garant /Lantech Drilling

CAMCE / Procon Foraco / WFSSondagem

Ferrovial / SteelIngeniería

Forge Group /Taggart Global

Mean (excl. High and Low) : 5.3x

Comparable and Precedent Transaction Analysis

(1) As converted to Canadian dollars(2) As per S&P Capital IQ and Bloomberg, as at October 16, 2013(3) Construction includes Aecon, Churchill and Bird(4) Global UG mining segment accounts for 23% and 28% of FY13 company sales and EBITDA, respectively; segment FY13 EBITDA margin of 8.8%

Limited direct comparables exist for Duncan given business mix and geographic focus

6.7x5.8x

3.9x2.9x

3.8x 3.4x 3.1x 3.1x

1.3x

5.9x

Major DrillingGroup

BoartLongyear

Orbit GarantDrilling

Sw ick MiningServices

Murray &Roberts

NRWHoldings

Ausdrill Maca Limited MacMahonHoldings

Construction

Precedent Transactions

Comparable Companies – EV / 2014E EBITDA(2)

Avg: 4.8x

EV (C$M)(1) $556 $781 $52 $83 $965 $462 $798 $392 $200 $696

‘14E EBITDA Margin 17.8% 11.5% 13.7% 21.5% 6.9% 13.3% 24.1% 22.6% 15.6% 5.8%

Avg: 2.9x

Drilling CompaniesMining Services Companies

Average

(4)

(3)

Construction Companies

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$90

$120

$0

$100

$200

$300

$400

Comps

Enter

prise

Valu

e (C$

mill

ions

)

$133

$162

$106$125

$159

$219

$0

$100

$200

$300

$400

DCF Precedents LBO

Enter

prise

Valu

e (C$

mill

ions

)Preliminary Illustrative Financial AssessmentIllustrative Enterprise Value (C$ millions)

Dec 31, 2013 transaction date Discount rate: 11% - 12% Exit EBITDA multiple: 4.0x – 6.0x Avg. EBITDA margin: 11% - 16%

Primary Approach Public Market Approach

Dec 31, 2013 transaction date 2013E EBITDA of $26.5M Applies multiple range of 4.0x – 6.0x

2013E EBITDA

Dec 31, 2013 transaction date Target IRR: 20% - 30% Exit EBITDA multiple:

4.0x – 6.0x Total leverage: 3.0x

Dec 31, 2013 transaction date 2014E EBITDA of $30.0M Applies multiple range of 3.0x – 4.0x

2014E EBITDA

Key Factors Influencing Value & Leveragability

[•]

[•]

Revenue Visibility

Customer Relationships

Margin Sustainability

Growth Prospects

Geographical Risk

Industry Dynamics

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Potential Interested PartiesSECTION IV

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Factors Considered in Assessing Potentially Interested PartiesBoth qualitative and quantitative assessment factors need to be considered in assessing potentially interested parties

Current Investor Sentiment

Recent performance Investor outlook Shareholder “license” to pursue M&A

Near Term Focus Likelihood of growth via M&A vs. organic growth

Interest in Region & Specialization

Insight from recent investment in relevant deals / processes Appetite for underground operations

Strategic Fit Relative project pipeline, location and potential scale

Contribution to operations Relationships with existing clients

Contribution to Portfolio

Shareholder Vote Implications of transaction size and potential need for a shareholder vote

Ability to Pay / Transact

Acquisition cost relative to the market capitalization, cash balance and near-term capital requirements Overall assessment of do-ability

Per Share Metrics / Impact Accretion / dilution

Qualitative Assessment Factors Quantitative Assessment Factors

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Addressing Potential Buyer Concerns

Potential Questions Response

Current State of the Industry

Record Financial Performance

By addressing considerations up front, investors can focus on Duncan’s investment highlights

Availability of Skilled Personnel / Potential Attrition

Sponsor Exit /Prior M&A Initiatives

Existing Customer Base

Nature of Contracts

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Summary / Next StepsSECTION V

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Next Steps

Should Duncan decide to pursue a sale process, RBC recommends commence working on the following work streams

Assemble team, define roles and responsibilities

− Work alongside engaged legal counsel

Financial analysis (en bloc and segmented)

− Review of standalone business plan, 5-year plan and existing financial forecast model (if available)

− Discounted cash flow analysis

− Precedent transaction and comparable company analysis

− Refine financial assessment

Evaluate alternatives

Identify potential transaction issues and considerations

Review of potential purchasers

− Strategic interest / financial capacity / synergies

− Key decision maker contact information

Establish and agree on timelines

Assemble dataroom

− Identify key documents

− Review of key contracts (e.g. potential change of control issues)

Discuss process and timing considerations

Prepare marketing materials

− Key value positioning issues and investment highlights

− CIM

− Management presentation

Communications strategy

− Communications plan for employees

Near-Term Key Work Streams

RBC is well positioned to be Duncan’s financial advisor and will ensure the use of all resources of our firm to meet the objectives of Duncan and its shareholders

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RBC as a Partner for DuncanAPPENDIX A

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Wealth Management

10%

Insurance9%

Other6%

Capital Markets

21%

Personal & Commercial

Banking54%

RBC is a Leading Global Investment Bank

Financial Stability and Strong Results

Fiscal Year 2012

Total Revenue: $29.6 billion (+8% YoY)

Net Income(1): $7.5 billion (+9% YoY)

Return on Equity: 19.3%Tier 1 Capital Ratio: 13.1% Market Capitalization(2): $82 billion5th largest in North America

Assets: $825 billion6th largest in North America

Credit Ratings (Mdy’s/S&P/Fitch): Aa3 / AA- / AAHighest ratings among global financial institutions

Diverse Business Mix

Fiscal Year 2012

Over 50% of Capital Markets revenue in 2012 was derived from the U.S., highlighting RBC’s focus on gaining client and market share in the U.S.Global Footprint

Fiscal Year 2012

Countries of Operations: 53Employees Worldwide: 80,000Clients Worldwide: 15 million

Global Rankings by Market Capitalization

Fiscal Year 2012

Gaining Market Share

2012 Global Fee Share According to Dealogic

Ranking by net investment banking revenues (M&A, Equity, Bonds, and Loans)

(1) From continuing operations(2) Capital IQ - October 31, 2012

2012Rank Investment Bank Revenue

($mm)Wallet

Share %YoY

Change1 JPMorgan 5,140 7.6% (8%)2 Bank of America ML 4,459 6.6% (13%)3 Goldman Sachs 3,942 5.9% + 1%4 Morgan Stanley 3,709 5.5% (5%)5 Deutsche Bank 3,538 5.3% + 3%6 Credit Suisse 3,525 5.2% + 1%7 Citi 3,449 5.1% + 10%8 Barclays Capital 3,096 4.6% + 15%9 UBS 2,142 3.2% (6%)

10 RBC CM 1,779 2.6% + 33%11 Wells Fargo 1,684 2.5% + 4%12 HSBC 1,254 1.9% (1%)13 RBS 9,223 1.4% (19%)14 BNP Paribas 913 1.4% (32%)15 Nomura 878 1.3% + 0%

RBC’s capital markets and global market share growth has been supported by its industry best ratings and strong balance sheet

Capital Markets RevenueBy GeographyU.S. 52%Canada 32%U.K. & Europe 14%Asia Pacific 2%

$218

$188

$179

$178

$158

$131

$120

$110

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$96

$82

$81

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RBC is Canada’s Leading M&A Advisor

(1) Ranked by U.S. dollar enterprise value. As at December 31, 2012Source: Thomson Financial

Deals Over US$100 million in 2009-2012 – Advisors in Canadian Target, Acquiror, or Vendor Transactions(1)

RBC is the leading advisor on Canadian target or acquiror transactions from 2009 – 2012

Deals Over US$100 million in 2009-2012 – Advisors in Canadian Target Transactions(2)

Source: Bloomberg(2) Ranked by U.S. dollar enterprise value. As at December 31, 2012

$144,095$132,399

$121,731

$102,946 $99,894

$207,840

$0

$50,000

$100,000

$150,000

$200,000

$250,000

RBC CIBCWM

Goldman BMO NB BoAMerrill

TDSI

Dea

l Val

ue (U

S$

mill

ions

)

$100,573

$90,319

$74,981

$56,204

$44,626

$117,553

$0

$20,000

$40,000

$60,000

$80,000

$100,000

$120,000

$140,000

RBC BMO CIBC TD Scotia Morgan

Dea

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S$

mill

ions

)

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Vancouver Toronto

New York

LondonLausanne Beijing

Hong Kong

Sydney

Dedicated Mining Team Corporate Finance Offices

RBC’s Global Mining PlatformRBC’s Mining and Metals Group has one of the largest mining teams globally, with over 100dedicated mining only professionals, and the largest group within RBC

One of the largest dedicated mining teams of any investment bank

44 mining corporate finance professionals 17 mining institutional equity sales and

trading professionals 16 equity capital markets professionals across four global centers (New York, London,

Toronto, Sydney)

20 mining research professionals covering 158 companies 12 commodity trading professionals 10 corporate banking professionals

Toronto 39• Corporate Finance

Gord Bell, David Shaver, Lance Rishor, Tim Loftsgard, Sebastian Becerra, John Blanchette

13

• Equity ResearchPatrick Morton, Fraser Phillips, Stephen Walker, Sam Crittenden, Dan Rollins

11

• Institutional SalesRobert Lee, Andrew Thompson

2

• Equity TradingJohn Cole

1

• Equity Capital Markets Ryan Latinovich, Paolo Ciotola

6

• Corporate BankingRalph Sehgal, Stam Fountoulakis

5

• Commodity Trading 1

Vancouver • Corporate Finance

Craig Dudra7

New York 4• Corporate Finance

Paul Milcetic1

• Institutional SalesRyan Dolan

1

• Equity TradingJustin Doran

1

• Equity Capital MarketsMichael Goldberg

1

London / Lausanne 37• Corporate Finance

Patrick Meier, Richard Horrocks-Taylor, Jonathan Stephens, Seil Song, Richard Hughes, Vera Ivanova, Rob Bailey

10

• Equity ResearchJonathan Guy, Timothy Huff, Des Kilalea

5

• Institutional SalesChris Law, Marc Archambault

3

• Equity Capital Markets (London)Joshua Critchley, Stephen Foss, Matthew Coakes, Martin Eales

5

• Equity TradingDarryl Willoughby

2

• Corporate BankingMichael Ellison

2

• Commodity Trading 10

Hong Kong / Beijing 8• Corporate Finance

Ken Wang, John Broere • Equity Capital Markets

John D’Abo, Simon Moss

6

2

Sydney 24• Corporate Finance

Robert Sennitt, Duncan St John7

• Equity ResearchChris Drew, Steuart McIntyre

4

• Institutional SalesPeter Main, Steven Michael, Ben Cleary

4

• Equity TradingPaul Johnston

3

• Equity Capital MarketsGavin Ezekowitz

2

• Commodity Trading 1• Corporate Banking

Tim Hallam3

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Leading Global and Canadian Mining M&A Advisor

Rank Advisor Volume (US$mm)

1 RBC Capital Markets $29,460

2 BMO Capital Markets $22,480

3 CIBC $18,306

4 TD Securities $17,384

5 Bank of America Merrill Lynch $17,143

6 GMP Securities $15,621

7 Goldman Sachs & Co $14,783

8 Canaccord Genuity Corp $11,933

9 Scotiabank $11,627

10 Morgan Stanley $10,275

1

Rank Advisor Volume (US$mm)

1 Goldman Sachs & Co $113,117

2 Barclays $94,860

3 Morgan Stanley $88,634

4 JP Morgan $85,156

5 Credit Suisse $78,576

6 Citi $77,476

7 Deutsche Bank AG $65,149

8 BNP Paribas Group $50,231

9 Bank of America Merrill Lynch $49,519

10 RBC Capital Markets $31,910 10

2011-2013YTD Canadian Mining M&A 2011-2013YTD Global Mining M&A

Source: Bloomberg League Tables

A$206,000,000

On the acquisition of Rockland

Richfields Limited

Financial Advisor November 2012

A$565,000,000

On the sale to St. Barbara

Financial AdvisorSeptember 2012

A$4,700,000,000

On the joint acquisition of

Macarthur Coal with Peabody

Financial AdvisorNovember 2011

C$608,000,000

On the sale to IAMGOLD

Corporation

Financial AdvisorJune 2012

C$578,000,000

On the acquisition of

Hathor Exploration

Financial AdvisorJanuary 2012

C$7,300,000,000

Financial AdvisorJuly 2011

On the acquisition of

Equinox Minerals Ltd.

US$500,000,000

On the acquisition ofBHP's Ekati

Diamond Mine

Financial AdvisorNovember 2012

C$5,100,000,000

On the acquisition of

Inmet

Financial AdvisorApril 2013

C$7,500,000,000

On the acquisition of

Viterra Inc.

Financial AdvisorDecember 2012

C$310,000,000

On the acquisition of

Rainy River

Financial AdvisorPending

US$371,000,000

On the acquisition of International

Minerals Corporation

Financial Advisor Pending

C$103,000,000

On the acquisition of

Andina Minerals

Financial AdvisorNovember 2012

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Supplemental MaterialsAPPENDIX B

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Roles and Responsibilities in a Two-Stage Sale ProcessPhase 1 Phase 2

Preparation Marketing andNon-Binding Proposals

Due Diligence and Binding Proposals Execution and Announcement

Advisor due diligence Define and rank potential buyers Prepare CIM and “teaser” document Prepare CA Engage virtual data room service

provider

Contact potential interested parties Distribute teaser and CA Negotiate and execute CAs Provide CIM to parties who return

signed CA Invite parties to submit non-binding

proposals Evaluate non-binding proposals Invite selected parties to Phase 2

Access to virtual data room Management presentations Site visits (as appropriate) Invite parties to submit final binding

proposals Drafts of definitive agreements for

markup would be provided to interested parties

Selection of preferred buyer(s)

Confirmatory due diligence Committed financing Negotiation of definitive agreements Receipt of required internal

approvals Execute definitive agreements Announcement

Management Role

Supply financial forecast and business plan

Provide input into creation of CIM and teaser

Gather information on the company for inclusion in virtual data room

Prepare various operating agreements

Provide input into negotiation of CAs Rehearse management presentation Provide input into form of definitive

agreement

Deliver management presentation Facilitate site visits (as appropriate) Respond to buyer due diligence

questions Participate on buyer due diligence

calls

Negotiate definitive agreement Stakeholder communications

Time Intensity: Medium Low High High

RBC Role

Undertake due diligence and financial analysis

Develop a list of potential purchasers

Identify potential “deal issues” Assist in the preparation of

marketing materials

Solicit interest in the company Run controlled and organized

optimal sale process Act as communication channel and

manage bidders through due diligence process and respond to requests for information

Evaluate transaction proposals Advise on strategy, tactics, options

and alternatives in pursuing and structuring a transaction

RBC’s financial assessment will be important as it provides a reference for negotiations

Participate in negotiating transaction terms with buyer(s)

Assist in preparation of transaction documentation

3-4 weeks 4-5 weeks 4-5 weeksIllustrative Timing*

* Timing depends on a number of factors including number of parties and response time for solicited parties to decide to move forward, sign CA, conduct due diligence and submit proposals

3-4 weeksApprovalProcess

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Mining Services Precedent Transactions(In millions unless otherwise stated)Announcement Reporting EnterpriseDate Target Acquiror Currency Value(1) Revenue EBITDA EBITDA Margin03-Jun-13 Taggart Global Forge Group Ltd USD $68.0 0.2x na na

Provides engineering, construction and technical services across industries including mining30-Jul-13 Clough Limited (remaining 38.4%) Murray & Roberts Holdings Ltd. AUD $582.2 0.9x 5.8x 16.1%

Provides engineering, construction contracting, and procurement and construction services23-May-13 SCR Mines Technology Inc. (preferred year-1 dividend of $6.4M; % of revenue thereafter) Alaris Royalty Corp. CAD $40.0 na na na

Underground mining, surface and underground construction, electrical, and mechanical services04-Mar-13 Steel Ingeniería S.A. Ferrovial Servicios, S.A. EUR € 21.0 0.4x na na

Provides industrial maintenance and heavy machinery operation and maintenance at mines02-Mar-12 WFS Sondagem LTDA Foraco International S.A. USD $86.7 1.2x 5.4x 23.0%

Acquire a 51% stake in WFS Sondagem, 86 drill rigs, together with support equipment and personnel19-Dec-11 Procon Holdings CAMCE CAD $198.3 na na na

Provides contract mine services to customers primarily in UG mining in Western & Northern Canada16-Dec-11 Lantech Drilling Services Inc. Orbit Garant Drilling, Inc. CAD $12.0 0.5x na na

32 multi-purpose and diamond core drill rigs, together with personnel08-Sep-11 Bradley Group Limited Major Drilling Group International Inc. CAD $95.0 0.9x 5.6x 16.7%

Gold and diamond drilling and mining services, 124 mining rigs21-Jun-11 Caroil SAS Tuscany International Drilling Inc. USD $202.0 1.2x 4.2x 27.4%

Provides drilling and mining services09-Mar-10 Adviser Drilling S.A. Foraco International S.A. EUR € 67.1 1.4x 7.0x 20.6%

50 reverse circulation drill rigs, together with support equipment, and personnel05-Nov-09 Bergteamet AB (55% stake) Accent Equity Partners EUR na na na na

Provides underground mining services30-Sep-09 TWP Holdings Ltd Basil Read Holdings Ltd RAND $655.8 0.5x 5.0x 10.9%

Provides engineering and project management services in mining and minerals industries17-Aug-09 Brandrill Ltd Ausdrill Ltd AUD $108.3 0.6x 4.7x 12.9%

Provides mining services including drillling and blasting services to mining industry28-Jun-10 Scott Wilson Group PLC URS Corp GBP £223.0 0.7x 8.4x 8.1%

Provides engineering, construction and technical services across industries including mining07-May-08 Forage à Diamant Benoit Ltée Major Drilling Group International USD $23.1 0.9x 3.3x 26.9%

19 drill rigs, together with support equipment, existing contracts and personnel 28-Sep-07 Dynatec Mining Services Business FNX Mining Company CAD $59.5 0.3x 2.7x 10.7%

Provides underground mining services in North America12-Jun-07 Certain Assets of Axxis Drilling Trinidad Energy Services Income Trust USD $139.0 na 4.7x na

4 land drilling rigs and 1 barge drilling rig, together with inventory, crew boats and spare parts21-Aug-06 Drillcorp Ltd Boart Longyear AUD $133.7 1.9x 4.1x 46.8%

Provider of mineral drilling services in Western Australia07-Jun-05 Boart Longyear Advent International / Bain Capital USD $545.0 0.6x 4.1x 13.5%

Providers of drilling services and equipmentMean 0.8x 5.0x 19.5%Median 0.7x 4.7x 16.4%Mean (excluding high and low) 0.8x 4.9x 17.9%

Notes(1) Enterprise Value = Equity Value + Net Debt + Preferred Securities + Minority Interest(2) Enterprise value depicted represents implied value based on 100% of equity

Enterprise Value / LTM

(2)

Mining Services Precedent Transactions

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(C$ millions, except share price)

Price Market % Public Enterprise Price / Earnings(1,2) EV / EBITDA(1,2) Net Debt / EBITDA(1,2) EBITDA Margin(1,2)

Company 16-Oct-13 Cap. Float Value 2013E 2014E 2013E 2014E 2013E 2014E 2013E 2014E

Drilling Companies

Major Drilling Group CAD 7.38 $586 99.6% $556 22.5x 27.3x 5.9x 6.7x neg neg 18% 18%

Boart Longyear USD 0.42 $198 96.9% $781 neg neg 6.7x 5.8x 5.0x 4.3x 9% 11%

Swick Mining Services AUD 0.35 $81 55.4% $83 8.4x 7.4x 2.9x 2.9x 0.1x 0.1x 21% 22%

Orbit Garant Drilling CAD 1.15 $38 44.2% $52 41.8x nmf 3.6x 3.9x 0.9x 1.0x 14% 14%

Drilling Companies Average 24.3x 17.4x 4.8x 4.8x 2.0x 1.8x 16% 16%

Mining Services

Murray & Roberts ZAR 28.82 $1,238 91.9% $965 13.5x 10.9x 4.4x 3.8x neg neg 6% 7%

Maca Limited AUD 2.65 $421 60.6% $392 8.3x 8.0x 3.3x 3.1x neg neg 23% 23%

Ausdrill AUD 1.36 $413 74.1% $798 4.6x 5.2x 2.9x 3.1x 1.7x 1.8x 25% 24%

NRW Holdings AUD 1.36 $374 96.9% $462 5.8x 7.0x 3.0x 3.4x 0.6x 0.6x 13% 13%

MacMahon Holdings AUD 0.14 $134 74.5% $200 4.0x 5.6x 1.4x 1.3x 0.5x 0.4x 11% 16%

Mining Services Average 7.2x 7.3x 3.0x 2.9x 0.9x 0.9x 16% 17%

`

Group Average 13.6x 10.2x 3.8x 3.8x 1.4x 1.4x 16% 16%

Sources: Trading and historical data as per Capital IQ; estimates as per Bloomberg consensus

(1) All estimates are Bloomberg consensus as at Oct 16, 2013

(2) Forward estimates have been calendarized for comparability purposes

Comparable Trading AnalysisLimited direct public comparables exist for Duncan given business mix and geographic focus

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WACC Analysis

Weighted Average Cost of Capital Calculation

WACC Sensitivity to Leverage and Cost of Debt WACC Sensitivity to Leverage and Unlevered Beta

Cost of Equity Cost of Debt

Unlevered Beta 1.60 Pre-Tax Cost of Debt 4.28%Relevered Beta 1.81 Tax Rate 26.5%Risk Premium 5.0% After-Tax Cost of Debt 3.1%

Relevered Beta * Risk Premium 9.0%Risk Free Rate (Long-Term GoC Bonds) 3.1% Assumed Optimal Capital StructureCost of Equity 12.1%

Debt 15.0%Equity 85.0%

Weighted Average Cost of Capital 10.78% Debt / Equity Ratio 17.6%

% Debt Pre-Tax Cost of Debt % Debt Unlevered Beta3.25% 3.75% 4.28% 4.75% 5.25% 1.20 1.40 1.60 1.80 2.00

10.0% 10.81% 10.84% 10.88% 10.92% 10.95% 10.0% 8.94% 9.91% 10.88% 11.86% 12.83%12.5% 10.74% 10.78% 10.83% 10.88% 10.92% 12.5% 8.90% 9.86% 10.83% 11.80% 12.77%15.0% 10.67% 10.72% 10.78% 10.83% 10.89% 15.0% 8.86% 9.82% 10.78% 11.74% 12.70%17.5% 10.60% 10.66% 10.73% 10.79% 10.85% 17.5% 8.82% 9.77% 10.73% 11.68% 12.64%20.0% 10.53% 10.60% 10.68% 10.75% 10.82% 20.0% 8.78% 9.73% 10.68% 11.62% 12.57%