2015 11-16 transaction presentation - final

30
TSX:KGI 1 klgold.com Creating an Ontario Focused Intermediate Gold Producer ACQUISITION OF ST ANDREW GOLDFIELDS November 17, 2015

Transcript of 2015 11-16 transaction presentation - final

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TSX:KGI 1 klgold.com

Creating an Ontario

Focused Intermediate

Gold Producer

ACQUISITION OF

ST ANDREW GOLDFIELDS

November 17, 2015

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TSX:KGI 2 klgold.com

GENERAL INFORMATION

Today’s announcement is available from each respective Company’s website Kirkland Lake Gold – www.klgold.com St Andrew Goldfields – www.sasgoldmines.com

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Cautionary Statement on Forward-Looking Information

This presentation contains forward-looking statements and forward-looking information (collectively, “forward-looking information”) within the meaning of United States and Canadian securities laws, respectively.

The use of any of the words "expect", "potential", "target", "anticipate", "continue", "estimate", "objective", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify

forward-looking information. More particularly and without limitation, this presentation contains forward-looking information concerning: the anticipated benefits of the Transaction to Kirkland Lake, St Andrew and

their respective shareholders, the timing and anticipated receipt of required regulatory, court, and shareholder approvals for the Transaction; the ability of Kirkland Lake and St Andrew to satisfy the other conditions

to, and to complete, the Transaction as proposed; the anticipated timing of the mailing of the information circular regarding the Transaction, the closing of the Transaction, the future gold production of Kirkland Lake

and St Andrew, future cash costs of production, the gold resources and reserves of Kirkland Lake and St Andrew and the development and exploration of 120 kilometres of strike length situated along the St Andrew

Porcupine-Destor Fault Zone.

In respect of the forward-looking information concerning the anticipated completion of the proposed Transaction and the anticipated timing thereof, Kirkland Lake and St Andrew have provided them in reliance on

certain assumptions that they believe are reasonable at this time, including assumptions as to the time required to prepare and mail shareholder meeting materials, including the required information circular; the

ability of the parties to receive, in a timely manner, the necessary regulatory, court, shareholder and other third party approvals; and the ability of the parties to satisfy, in a timely manner, the other conditions to the

closing of the Transaction. These dates may change for a number of reasons, including unforeseen delays in preparing meeting materials, inability to secure necessary shareholder, regulatory, court or other third

party approvals in the time assumed or the need for additional time to satisfy the other conditions to the completion of the Transaction. Accordingly, readers should not place undue reliance on the forward-looking

information contained in this news release concerning these times.

With respect to the forward looking information of Kirkland Lake and/or St Andrew, concerning the future gold production of Kirkland Lake and St Andrew, future cash costs of production, the gold resources and

reserves of Kirkland Lake and St Andrew, and the development of the Kirkland Lake and St Andrew properties are subject to various key assumptions described in their respective Annual Information Forms and

Technical Reports referred to herein and therein.

Since forward-looking information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to

a number of factors and risks. These include, but are not limited to, the risk that the Transaction may not close when planned or at all or on the terms and conditions set forth in the arrangement agreement; the

failure to obtain the necessary shareholder, Court, regulatory and other third party approvals required in order to proceed with the transaction; the synergies expected from the Transaction not being realized;

business integration risks; operational risks in development, exploration and production for precious metals; delays or changes in plans with respect to exploration or development projects or capital expenditures;

the uncertainty of reserve and resource estimates; uncertainties inherent to feasibility and other economic studies; health, safety and environmental risks; gold price and other commodity price and exchange rate

fluctuations; marketing and transportation; loss of markets; environmental risks; competition; incorrect assessment of the value of acquisitions; ability to access sufficient capital from internal and external sources;

and changes in legislation, including but not limited to tax laws, royalties and environmental regulations.

Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on other risks and factors that could affect the operations or financial results of Kirkland Lake and St Andrew are

included in reports on file with applicable securities regulatory authorities, including but not limited to, Kirkland Lake’s Annual Information Form for the fiscal year ended April 30, 2015 which may be accessed on

Kirkland Lake’s SEDAR profile and St Andrew’s Annual Information Form for the fiscal year ended December 31, 2014 which may be accessed on St Andrew’s SEDAR profile at www.sedar.com.

Management has included the above summary of assumptions and risks related to forward looking information provided in this presentation in order to provide shareholders with a more complete perspective on the

proposed transaction and such information may not be appropriate for other purposes. Actual results, performance or achievement could differ materially from those expressed in, or implied by, the forward-looking

information and, accordingly, no assurance can be given that any of the events anticipated by the forward looking information will transpire or occur, or if any of them do so, what benefits may be derived therefrom

and accordingly, readers are cautioned not to place undue reliance on the forward looking information.

The forward-looking information contained in this presentation are made as of the date hereof and neither Kirkland Lake nor St Andrew undertakes no obligation to update publicly or revise any forward-looking

information, whether as a result of new information, future events, or results or otherwise, other than as required by applicable securities laws.

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TSX:KGI 4 klgold.com

Conference Call Participants

Kirkland Lake Gold Inc. St Andrew Goldfields Ltd.

George Ogilvie, P.Eng President & CEO

Duncan Middlemiss, P.Eng President & CEO

Perry Ing, CPA-CA, CPA (Ill), CFA Chief Financial Officer

Keyvan Salehi, P.Eng, MBA Vice President, Corporate Development & Technical Services

Jennifer Wagner, LL.B. Corporate Legal Counsel

Ben Au, CA Chief Financial Officer, Vice President, Finance & Administration

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Kirkland Lake Vision Statement

“Build a sustainable mining company

that is recognized as a safe and

responsible intermediate gold producer

with quality assets, in safe jurisdictions.”

“We will provide exceptional stakeholder value

by delivering operational and exploration

excellence through empowering our people to

act as owners.”

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Pro Forma Investment Highlights

Ontario Focused Intermediate Gold Producer The combined entity will be an Ontario-focused intermediate producer expected to produce

between 260 – 310 koz of gold in 2016

Improved diversification with production from four mines and two centrally located mills in

Ontario’s southern Abitibi greenstone belt

Improved Financial Flexibility Solid balance sheet with over C$100 million in cash

Combination of strong future cash flows from both companies

Ability to benefit from future operational and corporate synergies

Enhanced Market Profile Two companies are covered by 15 research analysts collectively

Enhanced trading liquidity and appeal to a larger shareholder base

Exploration Upside Consolidation of large land holdings in the heart of two Ontario gold camps

Proximity to existing mine infrastructure

Further Consolidation Opportunities Combined entity will have stronger market positioning and increased access to capital

Well positioned to execute on future consolidation opportunities

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Proposed Transaction

Business combination of Kirkland Lake Gold Inc. and St Andrew Goldfields Ltd.

Total equity value of approximately C$178mm1

Pro forma ownership: 71% Kirkland Lake Gold / 29% St Andrew Goldfields1

Consideration

0.0906 of a Kirkland Lake common share, representing consideration of C$0.47 per St Andrew

common share1

46% premium based on 20-day volume weighted average prices for both companies and a 25%

premium to the St Andrew closing price on November 16, 2015

Conditions

66 2/3% St Andrew shareholder vote

50.1% Kirkland Lake shareholder vote

Customary regulatory and court approvals

Other Terms

35% of St Andrew shares outstanding have entered into support agreements to vote in favour of the

transaction

One St Andrew Director to join Kirkland Lake’s Board of Directors

Standard reciprocal non-solicitation clauses with a fiduciary out in respect of a Superior Proposal

Five full business day right to match provision for Kirkland Lake

Reciprocal break fee of C$7.1mm

Proposed Timing

Mailing of meeting materials as soon as practical

Shareholder meetings in January 2016

Expected closing by late January 2016

Transaction Summary

1. Based on November 16, 2015 closing prices.

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Accretive Transaction

Immediately accretive to Kirkland Lake shareholders on net asset value,

production and operating cash flow, on a per share basis

Asset Diversification

Adds three producing gold mines in a proven and mining friendly jurisdiction

Exploration Potential

Combined land positions in Timmins and Kirkland Lake gold camps, two

historically prolific and underexplored camps, close to existing mine

infrastructure

Total Resources

Over 50% increase in proven & probable gold reserves to 2.3Moz Au and over

100% increase in measured & indicated gold reserves

Benefits to KGI Shareholders

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Significant Premium

Offer represents a 46% premium based on the 20-day VWAP for each company

and a 25% premium to the November 16, 2015 closing price

Significant Pro Forma Ownership

St Andrew shareholders will represent 29% ownership in a Canadian

intermediate gold producer

Enhanced Market Presence

Exposure to attractive pool of investors, greater trading liquidity and significantly

increased analyst coverage

Access to Enhanced Cash Flows and Financial Liquidity

Combined company will boast a strong balance sheet with aggregate cash and

cash equivalents of over C$100mm and robust future cash flows

Benefits to SAS Shareholders

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Pro Forma Capitalization

Pro Forma

TSX Share Price1 C$/share $5.23 $0.38

Basic Shares Outstanding1 mm 80.7 368.3 114.7

FDITM Shares Outstanding2 mm 83.5 375.4 117.6

FDITM Market Capitalization2 C$mm $436.9 $178.0 $615.0

Cash and Cash Equivalents2 C$mm $88.5 $24.8 $113.3

Debt3 C$mm $124.3 $6.5 $130.9

Enterprise Value C$mm $472.8 $159.8 $632.6

1. As at November 16, 2015.

2. KGI FDITM shares and market cap based on share price on November 16, 2015, SAS FDITM shares, market cap and cash

based on transaction offer price.

3. Based on balance sheet data as of July 31, 2015 for KGI and September 30, 2015 for SAS.

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Pro Forma Snapshot

Pro Forma

LTM Avg. Daily Trading Value C$mm $3.0 $0.1 $3.1

Analyst Coverage # 14 1 15

2P Reserves oz Au 1,463,000 833,331 2,296,331

Measured & Indicated Resources oz Au 2,047,000 2,668,000 4,715,000

2015 Production oz Au 152,629 105,000 257,629

AISC US$/oz $956 $934 $947

1. KGI production based on mid-range of SY 2015 guidance plus actual FY 2015 production from January-April; SAS production

based on mid-range of 2015 guidance.

2. KGI AISC based on actual FY 2015; SAS AISC based on actual year-to-date 2015.

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St Andrew Goldfields Overview

St Andrew Goldfields is a junior gold producer with a

portfolio of operating assets in the Timmins Mining District

SAS controls a 120km stretch of exploration ground along

the Porcupine-Destor Fault Zone

Current operations include the Holt, Holloway, and Taylor

Mines

Largest Shareholders: the Abramson Family, Trapeze

Asset Management

Corporate Overview

YTD 2015 Highlights

Taylor advanced to commercial production in Q4 2015,

according to schedule

FY2015 production guidance raised to 100-110koz Au

Continued exploration programs

‒ Holt Deep Exploration (Holt): South Western

Extension of Zone 4 at depth of 1,000-1,200m

‒ Smoke Deep Zone (Holloway): Open at depth

plunging to the east, looking to add resources to

extend LOM

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Macassa

Taylor

Holt

Holloway

Creation of an Ontario-Focused Intermediate Producer

Kirkland Lake Gold

SY 2015E Production 90 – 110 koz Au

Q1 SY 2015 AISC US$956/oz Au

Property Wide (includes Macassa Mine Complex)

Measured and Indicated 3,510koz Au

Inferred 1,777koz Au

Together, Kirkland Lake and St Andrew have a large asset base in Ontario with

four producing mines and two centrally located mills

St Andrew Goldfields

2015E Production 100-110koz Au

YTD Q3 2015 AISC US$934/oz Au

Holt (Producing)

Measured and Indicated 1,548koz Au

Inferred 1,181oz Au

Holloway (Producing)

Measured and Indicated 157koz Au

Inferred 389koz Au

Taylor (Producing)

Measured and Indicated 512koz Au

Inferred 257koz Au

Hislop (Care and Maintenance)

Measured and Indicated 173koz Au

Inferred 92koz Au

Aquarius (Exploration)

Measured and Indicated 926koz Au

Other – Clavos, Ludgate, Canamax (Exploration)

Measured and Indicated 185koz Au

Inferred 233koz Au

Measured and Indicated Resources inclusive of Reserves.

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TSX:KGI 14 klgold.com

$1,507

$1,037

$615 $488 $471 $423 $406

$233 $140

New Gold Alamos Pro Forma Lake Shore Primero Kirkland Lake Klondex Richmont St Andrew

25,740 17,376

7,011

3,510 3,501 3,174 2,987 2,114 863

#N/A Alamos Pro Forma Kirkland Lake St Andrew Primero Lake Shore Richmont Klondex

Strong Market Positioning

Market Capitalization (C$mm)

Combined entity will be positioned as a new intermediate gold producer with a

significant resource base in two world class gold camps in Ontario

Measured and Indicated Resources (koz Au)2

(1)

1. ITM diluted market cap.

2. Measured and Indicated Resources inclusive of Reserves.

New Gold

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451

361

291 274

175 160 157 131

89

Alamos New Gold Pro Forma Primero Lake Shore Kirkland Lake Klondex St Andrew Richmont

$722 $703 $669 $661 $611 $591 $590 $562

$276

St Andrew Alamos Richmont Pro Forma Kirkland Lake Lake Shore Primero Klondex New Gold

Significant Production at Attractive Cash Costs

2016E Production (koz)1

2016E Cash Cost per oz (US$)1

St Andrew will add significant annual gold production

1. Based on analyst consensus.

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Pro Forma Investment Highlights

New Ontario-focused intermediate gold producer

Profitable with strong cash flow generation from four mines and two mills

Strong AISC profile and long-term, sustainable production platform

Robust balance sheet with over C$100mm in cash

Leverage to Canadian dollar gold price

Significant exploration upside in prolific Abitibi greenstone belt gold camps

Proven management team and board of directors

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APPENDIX A

St Andrew Goldfields

Highlights

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Reserve & Resource Estimates Resources are inclusive of Reserves

MINERAL RESERVES - As at December 31, 2014

MINERAL RESOURCES - As at December 31, 2014

Project Proven Probable Proven + Probable

Tonnes Grade Ounces Au Tonnes Grade Ounces Au Tonnes Grade Ounces Au

('000) (g/t Au) ('000 oz) ('000) (g/t Au) ('000 oz) ('000) (g/t Au) ('000 oz)

Holt 1,452 4.26 199 2,414 5.05 392 3,866 4.75 591

Holloway 233 5.35 40 233 5.35 40

Hislop 280 5.16 46 280 5.16 46

Taylor 774 6.27 156 774 6.27 156

Total 1,452 4.26 199 3,701 5.33 634 5,153 5.03 833

Project Measured Indicated Measured + Indicated Inferred

Tonnes Grade Ounces Au Tonnes Grade Ounces Au Tonnes Grade Ounces Au Tonnes Grade Ounces Au

('000) (g/t Au) ('000 oz) ('000) (g/t Au) ('000 oz) ('000) (g/t Au) ('000 oz) ('000) (g/t Au) ('000 oz)

Holt 3,702 3.97 473 3,861 3.90 485 7,563 3.94 957 7,866 4.67 1,181

Holloway 310 4.71 47 482 4.54 70 792 4.61 117 2,479 4.88 389

Hislop 0 0 0 983 4.01 127 983 4.01 127 690 4.16 92

Taylor 0 0 0 2,323 4.76 356 2,323 4.76 356 1,951 4.10 257

Aquarius 0 0 0 22,300 1.29 926 22,300 1.29 926 9 0.79 0

Clavos 0 0 0 503 4.81 78 503 4.81 78 318 4.73 48

Ludgate 0 0 0 522 4.06 68 522 4.06 68 1,396 3.60 162

Canamax 0 0 0 240 5.09 39 240 5.09 39 170 4.26 23

Total 4,012 4.03 520 31,214 2.14 2,149 35,227 2.36 2,668 14,879 4.5 2,154

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Overview of Key Assets

• Holloway-Holt is located in the Timmins Mining District,

approximately 45km northeast of Kirkland Lake

• The 2 mines essentially straddles the dominant regional

fault known as the Destor-Porcupine Deformation Zone,

1km apart from each other

o Holt – Built by Barrick

• St Andrew Goldfield’s flagship asset

• ~1,300tpd production

• Current mine life of 8 years in the form of

Reserves

o Holloway – Built by Noranda

• ~600tpd production

• Production expected to continue well into

2017

• Ore from both mines processed at Holt Mill, which has

3,000 tpd capacity

Holloway-Holt (100%) Taylor (100%)

0

7

14

21

28

Q2-13 Q3-13 Q4-13 Q1-14 Q2-14 Q3-14 Q4-14 Q1-15 Q2-15 Q3-15 Q4-15

Pro

du

ctio

n (

Ko

z A

u)

Quarterly Gold Production Breakdown

Holt Holloway Hislop Taylor

• Taylor is located roughly 68km west of the Holt Mill,

53km east of Timmins

• Exploration activities re-commenced in 2010

• Underground development began late Q1 2015

• Mine brought into commercial production by November

2015

Hislop (100%)

• Hislop is located approximately 85km west of the Holt

Mill

• Past producing- ore mining activities began in March

2010

• Open pit Mineral Reserves fully depleted mid-2014

• Currently on Care and Maintenance

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Map of St Andrew Assets

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APPENDIX B

Kirkland Lake Highlights

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Reserve & Resource Estimates Resources are exclusive of Reserves

Grade Grade Au  Grade Grade Au  Grade Grade Au 

opt g/t (000's) opt g/t (000's) opt g/t (000's)

'04 & Main Break 545 0.43 494 14.7 236 583 0.48 529 16.5 278 1,128 0.46 1023 15.8 514

South Mine Complex 346 0.51 314 17.5 177 1,120 0.69 1016 23.7 773 1,467 0.65 1,331 22.3 949

Macassa Mine Complex 891 0.46 808 15.8 412 1,703 0.62 1,545 21.3 1,051 2,595 0.56 2,354 19.2 1,463

Proven

Tonnes

(000's)

Tons

(000's)

Tonnes

(000's)

ZoneProbable Proven & Probable

Tons

(000's)

Tonnes

(000's)

Tons

(000's)

MINERAL RESERVES - As at December 31, 2014

Note: Columns may not add due to rounding. Macassa Mine Complex reserves the ’04 & Main Break and the SMC.

MINERAL RESOURCES - As at December 31, 2014

Grade Grade Au 

opt g/t (000's)

04 & Main Break 485 0.41 440 14.1 201

SMC 1,358 0.65 1,232 22.3 876

Near Surface Target 100 0.42 91 14.4 42

Property Wide 2,114 0.56 1,918 19.2 1,777

ZoneTons (000's) Tonnes (000's)

InferredNote: Columns may not add due to rounding. Property Wide resources include the ’04 &

Main Break, SMC, Near Surface Target, as well as peripheral resources blocks (such as

the Lakeshore Ramp).

Grade Grade Au  Grade Grade Au  Grade Grade Au 

opt g/t (000's) opt g/t (000's) opt g/t (000's)

04 & Main Break 1063 0.4 964 13.7 430 1148 0.42 1041 14.4 483 2,211 0.41 2006 14.1 913

SMC 33 0.37 30 12.7 12 1377 0.67 1249 23.0 917 1,410 0.66 1279 22.6 929

Near Surface Target - - - - - 330 0.34 299 11.7 112 330 0.34 299 11.7 112

Property Wide 1106 0.4 1003 13.7 447 3,096 0.52 2,809 17.8 1,599 4,202 0.49 3,812 16.8 2,047

Measured

Tons

(000's)

Tonnes

(000's)

ZoneIndicated Measured & Indicated

Tons

(000's)

Tonnes

(000's)

Tons

(000's)

Tonnes

(000's)

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Experienced Team

Eric Sprott 2 Non-executive Chairman

Barry Cooper, B.Sc., MBA 1 Non-executive Director

Pamela Klessig, P.Geo Non-executive Director

Barry Olson, M.Sc. 1 Non-executive Director

Jeffrey Parr, CA, BA, MBA 1 Non-executive Director

Dawn Whittaker, LLB Non-executive Director

George Ogilvie, P.Eng. Director, President & Chief Executive Officer

Perry Ing, CPA-CA, CPA (Ill),CFA 3 Chief Financial Officer

Chris Stewart, P.Eng. Vice President, Operations

Jennifer Wagner, LL.B. Corporate Legal Counsel

Suzette N Ramcharan, CPIR Director, Investor Relations

Kevin Fearn, BA, CHRP, CHRL Director, Human Resources

Board of Directors

Senior Management

1 Appointed October 2014; 2 Appointed February 2015; 3 Appointed November 2015

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Financial Position

CASH C$88.5 million 3

DEBT C$119.5 million convertible debentures

(principal amount owing)

KGI.DB: 6% coupon/ $15.00 strike

C$57.4MM mature Jun/2017

KGI.DB.A: 7.5% coupon/ $13.70 strike

C$62.1MM* mature Dec/2017

NCIB allows KGI to purchase up to 10% of each issue within a 12

month period commencing April 3, 2015, and can be renewed

annually 4

ROYALTY 2.5% NSR Franco Nevada Corporation

Option to buyback 1% by October 31, 2016, at a cost of

US$36MM less any money paid against the 1%

52 Week Performance 2

HIGH C$6.88

LOW C$2.79

Current Share Price C$5.23 (Nov 16)

Major Shareholders (~50%) 1

Resolute Funds (~10%)

Eric Sprott (~9%)

Columbia Wanger Asset Management LLC (~8%)

Equinox Partners (~7%)

Van Eck Associates Corporation (~5%)

Harry Dobson (~4%)

Sprott Asset Management (~4%)

ABC Funds (~2%)

CAPITAL STRUCTURE 1

ISSUED SHARES 80,704,130

Stock Options 3,984,800

FULLY DILUTED 84,688,930

MARKET CAP ~450 Million 2

1 As at October 1, 2015; 2 As at October 31, 2015 3 As of October 31, 2015; 4 See press release dated April 1, 2015 for details on the NCIB

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TSX:KGI 26 klgold.com

2015 YTD Share Price Performance

5%

56%

(7)%

(20%)

0%

20%

40%

60%

80%

100%

1-Jan-15 1-Feb-15 1-Mar-15 1-Apr-15 1-May-15 1-Jun-15 1-Jul-15 1-Aug-15 1-Sep-15 1-Oct-15 1-Nov-15

Kirkland Lake Spot Gold GDXJ

Rebased to CAD

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TSX:KGI 27 klgold.com

Kirkland Lake Camp

The Kirkland Lake gold

camp has been in production

for over 100 years

One of the highest grade

gold camps in the world

Almost 25 Moz’s has been

produced to date, from

seven mines

KGI owns five former

producing high grade mines

with historical production of

~22 Moz’s of gold

Average head grade of 0.44

opt or 15.1 g/t

Currently only mining and

exploration on one of these

past producers

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TSX:KGI 28 klgold.com

Analyst Coverage

Firm Analyst

GMP Oliver Turner

Dundee Securities Mathew O’Keefe

CIBC World Markets Cosmos Chiu

Macquarie Capital Markets Michael Siperco

BMO Capital Markets Brian Quast

M Partners Derek Macpherson

Mirabaud Securities Richard Morgan

Firm Analyst

Scotiabank Craig Johnston

PI Financial Philip Ker

Pareto Securities John McClintock

National Bank Financial Raj Ray

Clarus Securities Jamie Spratt

Investec Bank Hunter Hillcoat

Very Independent Research John Tumazos

KIRKLAND LAKE GOLD IS FOLLOWED BY THE ANALYSTS LISTED ABOVE. THIS LIST IS PROVIDED FOR INFORMATION PURPOSES ONLY AND IS SUBJECT TO CHANGE

AS COVERAGE IS ADDED OR DROPPED BY A FIRM.

OPINIONS, ESTIMATES OR FORECASTS REGARDING KIRKLAND LAKE GOLD'S PERFORMANCE THAT ARE MADE BY THESE ANALYSTS ARE THEIRS ALONE AND DO

NOT REPRESENT THE OPINIONS, ESTIMATES OR FORECASTS OF KIRKLAND LAKE GOLD OR ITS MANAGEMENT.

KIRKLAND LAKE GOLD DOES NOT IMPLY ITS ENDORSEMENT OF, OR CONCURRENCE WITH, SUCH INFORMATION, CONCLUSIONS OR RECOMMENDATIONS AND

TAKES NO RESPONSIBILITY FOR MONITORING, SUPPLEMENTING OR CORRECTING ANY INFORMATION OR FORECASTS PROVIDED BY THE ANALYSTS.

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TSX:KGI 29 klgold.com

QP Info and Notes to Reserves & Resources

Messrs. George Ogilvie, P.Eng, Christopher Stewart, P.Eng. and Stewart Carmichael, P.Geo, of Kirkland Lake, are all Qualified Persons as defined under National Instrument 43-101

("NI 43-101"). All of the scientific and technical disclosure contained in this presentation regarding the Kirkland Lake project was reviewed and approved by Mr. Ogilvie, Mr. Stewart and

Mr. Carmichael. As the Chief Executive Officer, VP Operations and Manager of Exploration of Kirkland Lake, respectively, neither Mr. Ogilvie, Mr. Stewart or Mr. Carmichael are

considered independent.

Messrs. Duncan Middlemiss, P.Eng., Marc-Andre Pelletier, P.Eng. and Doug Cater, P. Geo. of St Andrew, are all Qualified Persons as defined under National Instrument 43-101. All of

the scientific and technical disclosure contained in this presentation regarding the St Andrew properties was reviewed and approved by Mr. Middlemiss, Mr. Pelletier and Mr. Cater. As

the Chief Executive Officer, VP and General Manager of Operations and VP Exploration of St Andrew, respectively, neither Mr. Middlemiss, Mr. Pelletier or Mr. Cater are considered

independent.

Notes for Kirkland Lake Reserves and Resources as at December 31, 2014:

The reserves and resources have been classified according to the Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Standards on Mineral Resources and Reserves:

Definition and Guidelines (December 2005).

1. The reserves and resources are estimated using the polygonal method.

2. Resources do not include reserves.

3. All intersections are calculated to a 6.0 foot minimum horizontal mining width for structures dipping at greater than 45 degrees. The minimum mining height for structures dipping

less than 45 degrees is 9.0 feet.

4. Dilution is added to reserves at varying rates depending on the mining method, and the width of the ore. The average dilution of the reserves at December 31, 2014, is 27% at 0.02

opt, marginally up from an average of 24.0% the previous year. Long-hole stopes are diluted by anywhere between 50-100% (mostly 50%). Cut and fill stopes are diluted by

anywhere between 10-50%.

5. All higher grades are cut to 3.50 opt. Based on a statistical analysis completed by Scott Wilson Roscoe Postle Associates Inc. in 2007, the Company has implemented various

higher grade cutting factors for four zones in the South Mine Complex. These four zones are the New South Zone (7.20 opt), Lower D North (9.30 opt), Lower D North Footwall

(4.80 opt), and the #7 and #7 HW Zones (6.40 opt). Cut-off grades of 0.22 opt and 0.18 opt are used for reserve and resource calculations respectively, depending on the location,

and economics of the block. Generally, a cut-off of 0.22 opt is required on a whole-block basis to achieve profitability and reserve classification. It is possible to have sub-blocks

within an ore reserve block that assay less than any cut-off which have been incorporated for mining or geotechnical reasons. Ore blocks that grade between 0.18 opt and the cut-

off of 0.22 opt have been classified as resource. The cut-off grade for near-surface resources (surface to -1,000 foot elevation) is 0.12 opt. An internal report completed by Roscoe

Postle and Associates in October 2014, suggest that the cutting factor for mineralization on the Amalgamated Trend be set at 2.50 opt. This grade capping was implemented by the

Company and incorporated in the estimates for 2014.

6. The area of influence of the proven and measured categories are 30 feet from development chip samples, probable and indicated categories are 50 feet of radius from a known

sample point (drill holes) and inferred is another 50 feet of influence (between 50 – 100 feet).

7. A 94.2% tonnage recovery is used. Continuity of the veins appears very good.

8. The assumptions used include CAD$1,350.00 (US$1,200) per ounce of gold.

9. The Company is not aware of any environmental, permitting, legal, title, taxation, socio-political, marketing or other issue that may materially affect its estimate of mineral resources.

10. Mineral resources which are not mineral reserves do not have demonstrated economic viability.

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TSX:KGI 30 klgold.com

www.klgold.com

Suzette N Ramcharan, CPIR

Director of Investor Relations

+1-647-361-0200

Mobile: +1-647-284-5315

[email protected]

TSX:KGI