PEARL GOLD AG Investing in West African Mining

5 September 2012

Lutz Hartmann

Management Board

Pearl Gold AG

PEARL GOLD AG SHAREHOLDERS MEETING FRANKFURT AM MAIN

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Disclaimer

This publication is exclusively for information purposes and does not constitute either an offer to sell or a solicitation

of an offer to buy any securities. There was neither a public offer in connection with this transaction, nor will there be

a public offer of securities. No securities prospectus has been or will be prepared in connection with the transaction.

Dissemination of this disclosure and the offer and sale of securities could be subject to restrictions in certain

jurisdictions.

This notice is not intended for persons in the United States of America – including its territories, dependencies,

federal states and the District of Columbia – and may not be disseminated either directly or indirectly in the United

States of America. This notice is neither an offer nor part of an offer for the sale of or a solicitation of an offer to buy

or subscribe for securities in the United States of America. The shares of Pearl Gold AG (the ‘shares’) detailed herein

have not been and will not be registered under the United States Securities Act of 1933 in its respective applicable

version ('Securities Act') or the laws of any State, nor will they be offered or sold in the United States of America. The

shares may neither be offered or sold in the United States of America nor to persons in the United States of America

or delivered there either directly or indirectly, excluding exceptional cases as a result of an exemption from the

registration requirements in the Securities Act or the law of an individual state of the USA.

This disclosure is not intended for persons in Canada, Japan or Australia. The securities detailed in this disclosure

may not be offered or sold to persons in these countries.

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Market Environment & Potential

Business Model & Strategy

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7 - 9

10 - 17

Pearl Gold at a Glance

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Latest Financial Figures & Outlook 18 - 21

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PEARL GOLD AT A GLANCE

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Company Profile

Founded on 11 November 2008

Headquartered in Frankfurt am Main, Germany

Strategic focus: Investments in West African mining companies in the area of gold and other precious metals

Since 17 December 2010 listed on the Open Market of the Frankfurt Stock Exchange

Market Capitalization: EUR 187.20 million (status: 3 May 2012)

First investment: 25% stake in Malian mining company Wassoul‘Or S.A.

Wassoul’Or owns a 30-year lease (until 2027) on an over 100km² large concession, 300 km south of

Bamako, which spans five potential mining areas

First running operation: Mining site in Kodieran that contains at least 1.75 million ounces of proven

recoverable gold reserves (according to international standard NI 43-101)

The Kodieran gold mine was inaugurated on 25 February 2012 and gold production has started

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What happened last year?

Start-up of the Kodiéran goldmine in March 2012

Relaunch of Pearl Gold AG‘s company website in January 2012

Official opening of the mine on 25 February 2012 by the Malian President

Appointment of Lutz Hartmann as member of the Board in March 2012

Capital increase by way of a contribution in kind in March 2012

First gold delivery from the Kodiéran mine arrived in Switzerland for refining in May 2012

Exploration of the Traoréla mining area in May and June 2012

Successful test of the second production line (+ 5.000 tons/day) in August 2012

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MARKET ENVIRONMENT & POTENTIAL

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The Gold Market

The price of gold has risen by 500% in the last decade

Especially as a crisis currency, gold has clearly increased in value over the past years

The biggest gold-producing countries worldwide are China, Australia, the US, Russia and South Africa

Proportion of smaller gold producers is increasing (Argentina, Bolivia, Brazil, Chile, Columbia, Ghana,

Kazakhstan, Mali, Mexico, Morocco, Uzbekistan, Papua New Guinea, the Philippines, Tanzania): In 2010 already

accounting for more than one third of the global gold production (compared to less than 10% in 1969)

Total quantity of gold that is available for commercial production is estimated to 100,000 tons (2009)

Due to decreasing gold reserves, mining operators are often forced to choose more complex and expensive

mining methods Increasing extraction and production costs and the search for a more cost-efficient gold

production in promising emerging markets

8 Sources: http://www.mindat.org; http:// www.goldprice.org; USGS; http://minerals.usgs.gov/minerals/pubs/commodity/gold/mcs-2011-gold.pdf; World Gold

Council; http://www.gold.org/about_gold/story_of_gold/demand_and_supply, http://www.boerse.de/rohstoffe/infografiken/Preis-vs-Foerderkosten-fuer-eine-

Feinunze-Gold-53; http://www.gold.org/investment/statistics/gold_price_chart/

280 323 394

470 484 566

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402 488

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2005 2006 2007 2008 2009 2010

Average gold price in US$ per ounce

Average costs of gold production in US$ per ounce

Gold price in US$ per ounce

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High Potential in West Africa

West Africa is one of the most promising

commodities regions in Africa with large unexplored

gold reserves

From 2005-2010, the gold production in Ghana,

Guinea, Mail, Mauretania, Ivory Coast and Burkina

Faso increased by more than 65% to 6.7 million

ounces (190 tons) per year

Apart from that West Africa is a country with

promising prospects for other precious metals

Mali: Promising Gold Region

Third largest gold producer in Africa after South

Africa and Ghana

Over 1,000 years tradition in gold exploitation

Gold is before cotton the country’s largest export

product

Until 2013, increase of the annual production by

about 2 million ounces (57 tons) is expected

Still many unexplored gold reserves in the West and

Southwest of the country

Deposits are often situated from the surface down,

which allows cost-efficient mining methods without

deep drilling and blasting

Good legal framework for foreign investors

Positive fiscal policy: Tax free period of 5 years

after the start of production and far less corporate

tax than in the neighboring countries

Long tradition of foreign investors

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BUSINESS MODEL & STRATEGY

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Positioning & Strategy

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Strategic approach of investment projects in the area of gold

and other precious metals, selected by an experienced

management and expert supervisory board

First investment: Gold mining company in Mali with a mix of

exploration and production ( Junior-Producer)

German Holding with lean organization structure and strong

investor base of institutional investors as well as wealthy

individuals

Investments in local mining companies with utilization of

modern mining technologies and methods

Country focus of the investments: West Africa – one of the

most promising precious metals regions worldwide

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Management

LUTZ HARTMANN

Lawyer with notable

experience in cross-border

M&A transactions, capital

markets and corporate law

Supervisory Board

Supervisory board members with several years of experience in the commodity and mining business, reliable

contacts to West African government representatives and partners as well as broad knowledge of the capital markets

Robert Francis GONINON, president of the supervisory board (geologist; expert for oil, gas and mining industry)

Aliou Boubacar DIALLO, member of the supervisory board (Owner of Malian mine with strong network to West

African representatives of economy and politics)

Alexandre DAVIDOFF, member of the supervisory board (Lawyer; former honorary consul of the Republic of Mali

in French- and Italian-speaking Switzerland)

Olivier COURIOL, member of the supervisory board (Owner of an asset management company)

Pierre ROUX, member of the supervisory board (Specialist for security policy and security audit)

Dominique FOUQUET, member of the supervisory board (Portfolio manager)

JEAN LOUIS DUPUY

Career banker with a thirty-

year experience in the

management of Credit

Agricole in Lyon (France)

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25 % share in the Malian company Wassoul’Or S.A. with further company agreement with the Malian state and

SODINAF

Protection of Pearl Gold‘s interests: Veto right in important decisions with regard to capital increases and

company sales and two seats in Management Board of Wassoul‘Or.

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Share structure Pearl Gold AG

25,000,000.00 no-par shares with a nominal value of EUR 1.00

First participation: Gold mining company Wassoul‘Or in Mali

50% 50% Free Float

Major shareholders (each > 5% portion)

Wassoul‘Or S.A.

25% 20% 54.27% 0.72%

State of Mali SODINAF S.A. Pearl Gold AG Miscellaneous

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Gold delivery rights

Political situation in Mali

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Pearl Gold received the right for delivery of a total of 48,000 ounces in exchange for the issuance of 5,000,000

shares

Due to the continuous rise in the price of gold, we would today generate a surplus of over EUR 2,000,000 on

the basis of the share price at that time (average of over EUR 12)

The issuance of the new shares will also be visible in the total number of shares on Xetra and the Frankfurter

Börse immediately after this General Meeting. Pearl Gold AG will then have 25,000,000 shares and show a

market value of approx. EUR 280,000,000.

As a result of the gold deliveries, Pearl Gold can show a profit for 2012 and decide on an appropriation of

earnings.

The following should be taken into consideration when assessing

the situation in Mali:

The distances between the mine and the area around

Timbuktu

Good network in Mali through the main shareholder Aliou

Diallo

Mali‘s dependance on foreign investors and know-how

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Gold Mining Company with Future Potential

Wassoul‘Or: one of the most promising mining companies in Mali, based in Bamako

Owns 30-year mining lease (1997-2027) on the 100 km² Faboula concession, 300 km South of Bamako with five

potential mineralised sites, one of which is in production and one in exploration

1. Kodieran: proven gold reserves with a total gold deposits of about 1.75 million ounces

2. Traorela: indicated resources, amount unknown, presence of gold confirmed

3. Faboula: indicated resources, amount unknown, presence of gold confirmed

4. Kobala: indicated resources, amount unknown, presence of gold confirmed

5. Daolila: indicated resources, amount unknown, presence of gold confirmed

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Operation in Progress: Kodieran Gold Mine

Pilot plant with a capacity of 1,000t/day over a period

of 12 months successfully operated (2007-2008)

Opening of the mine on 25 February 2012

Commissioning of an open pit mine with a daily

production capacity of 11,000t raw material

average output of about 630 ounces gold per day

Good logistics and infrastructure (about 300 km

asphalt road and airport runway) for a fast transport of

material and extracted gold

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Current state of the mine in Kodiéran

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LATEST FINANCIAL FIGURES AND OUTLOOK

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Balance sheet 2011 and interim balance sheet 31/08/2012

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ASSETS LIABILITIES

31.12.2011 IFRS

audited

31.08.2012 After capital

increase

IFRS

not audited

31.12.2011 IFRS

audited

31.08.2012 After capital

increase

IFRS

Not audited

TEUR TEUR TEUR TEUR

A. Long term assets 140.210 140.311 A. Share capital

I. Subscribed capital 20.000 25.000

II. Capital reserves 120.300 177.050

III. Accumulated loss -1,210 -1,743

IV. Valuation reserve -115 -115

138.975 200.192

B. Short term liabilities 1.636 2.625 B. Short term assets 401 62.506

Total assets 140.611 202.817 140.611 202.817

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Profit and loss statement 2011 and 31/08/2012

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Expenditures Profit

1.1.-

31.12.2011 IFRS

audited

1.1.-31.08.2012 after capital

increase

IFRS

not audited

1.1.-

31.12.2011 IFRS

audited

1.1.-31.08.2012 after capital

increase

IFRS

not audited

TEUR TEUR TEUR TEUR

A. Other business expenditures 706 655 A. Sales revenue 48 20

B. Other business profits 51 0

C. Financial results 0 1

D. Profit tax (only potential) 96 100

B. Annual deficit/total result 511 534 B. Amortisation 0 0

Total 706 655 706 655

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Establishing a high-dividend resources company

Transfer to the General Standard at the Frankfurt Stock Exchange

Submission of prospectus to the BaFin still in the first halfyear of 2012

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Solid Starting Position for Further Growth

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New Drillings & Start Exploration in the Second Area of Faboula Concession

20,000m drilling program (RC drillings) April - Sept

6,000m RC exploration phase to investigate one of the other four mining areas of Faboula concession

14,000m drillings for extension of the Kodieran mine to explore possible further deposits

Research and Analysis of Potential Further Investments

West African mining companies in the

sector of gold and other precious metals

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THANK YOU FOR YOUR ATTENTION

Contact: Pearl Gold AG

An der Welle 4

60322 Frankfurt am Main

Lutz Hartmann, Member of the Board

Tel: +49 (0) 69 7593-8587

E-Mail: hartmann@pearlgoldag.com

Web: www.pearlgoldag.com/de

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