maudore minerals corporate presentation

Discover, Consolidate, Build

CONSOLIDATING IN QUEBEC TO BUILD OPPORTUNITIES

Maudore Minerals Ltd

December, 2012

Discover Consolidate Build

Discover, Consolidate, Build 2

CAUTIONARY STATEMENTS

Cautionary Note

Some of the statements contained in this presentation and handouts are forward-looking statements, such as estimates and statements that describe the Corporation’s future plans, objectives, or goals, including words to the effect that the Corporation or management expects a stated condition or result to occur. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Although such forecasts and statements reflect current belief and are based on information currently available and assumptions believed to be reasonable, actual results in each case could differ materially from those currently anticipated in such statements by reason of factors such as the productivity of the Corporation’s mining properties, changes in general economic conditions and conditions in the financial markets, changes in demand and prices for the mineral the Corporation produces, litigation, legislative, environmental and other judicial, regulatory, political and competitive developments in areas in which the Corporation operates, technological and operational difficulties encountered in connection with the Corporation’s mining activities, and labor relations matters and costs. For a discussion of such factors please see the section entitled “risks and Uncertainties” in the Corporation’s quarterly and annual management discussion and analysis available under the Corporation’s profile on SEDAR ( www.sedar.com)

Information regarding the Comtois Project within this presentation is based on information prepared by or under the supervision of Alain Carrier, M.Sc., P.Geo. (OGQ #281) from InnovExplo's consulting firm, an independent Qualified Person for the purposes of National Instrument 43-101 – Standards of Disclosure for Mineral Properties. Mr. Carrier consents to the inclusion in the presentation of the matters based on his information in the form and context in which it appears. Comtois exploration is conducted under strict QA/QC protocols including mineralized standards, blanks and field duplicates. Half of all sampled core is retained for future reference, and analyses are performed by ALS-Chemex laboratories in Val-d'Or (Qc) and Timmins (ON) (fire assay with AA finish and gravimetric finish for results above 3 g/t Au). of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically minable.


BACKGROUND

Maudore Minerals is a gold exploration & development company with assets in Quebec.

The Company recently went through a proxy contest and have restructured the Board and Management team to pursue an aggressive growth and consolidation strategy.

A transaction with Eagle Hill is an important step in achieving a much needed consolidation in the region.

Maudore’s management team is intent on building shareholder value through:

– Discovery of new resources

– Accelerated development and production

– Consolidation opportunities with identified synergies

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ABOUT MAUDORE

Recognised Management team led by Dr. Howard Carr

– 17 yrs of international experience in Australia, China, S. Africa, Burkino Faso.

Principal asset is a 100% interest in the Comtois Gold Project

– Comtois resource of 546,000 oz Au Indicated and 1,260,000 oz Au Inferred.

An agreement for a 25% interest in the Windfall Lake Project.

– Windfall Lake (100%) resource of 540,000 oz Au Indicated and 820,000 oz Au Inferred.

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The area has excellent infrastructure

– nearby highway, accessibility to low-cost power, ample water and a mining oriented local workforce.

Extensive and prospective greenstone land package contains 96,000 hectares.


A COMPELLING MERGER

Combining Maudore and Eagle Hill will create an exciting junior gold company.

Shareholders will gain:

100% ownership of the Windfall Lake Project.

CapEx and OpEx synergies from two advanced gold projects in close proximity to each other.

Re-rating potential from a larger combined gold mineral resource.

Greater scale, liquidity, financial strength and enhanced capital markets profile.

An extensive land package in the prolific Abitibi Greenstone Belt.

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100% OWNERSHIP OF WINDFALL LAKE PROJECT

Eagle Hill’s 75% interest in the advanced stage Windfall Lake Project is its primary asset.

A combination of the two companies will provide for 100% ownership of the Windfall Lake Project.

The Comtois and Windfall Lake Projects are in close proximity to each other.

– Potentially significant synergies in:

1. Capital costs,

2. Operating costs,

3. Permitting,

4. Technical expertise,

5. Infrastructure,

6. Financing,

7. Labour.

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COMTOIS


LARGER COMBINED MINERAL RESOURCE

Windfall Lake Project will be 100% owned through a merger.

Pro-forma global gold mineral resources of 1.1 M oz M&I and 2.1 M oz Inferred.

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Strengthens Quebec based mining focus.

Two high-quality and near-term development projects.

Potential for re-rating on $/oz basis.


MANAGEMENT TEAM

Howard Carr – President, CEO & Director

– PhD in Economic Geology; 17 years experience including supervising 750,000m of drilling in Australia, China, South Africa and Burkina Faso; Former Senior Resource Analyst at Macquarie in Perth.

Anne Slivitzky – COO

– Former Maudore CEO & Director, 30 years mining industry experience in Canada and South America

Kevin Kivi - Chief Geologist

– 29 years of exploration and mining experience

Martin St Pierre - Consulting Geophysicist

– 24 years of exploration experience

Deborah Thompson – Manager Investor Relations

– 17 years as journalist / investor relations

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DIRECTORS

Kevin Tomlinson – Chairman

– Geologist, Investment Banker, Mining Co. Chairman & Director

George Fowlie - Deputy Chairman, Director of Corporate Development

– MBA, Investment Banker, Corporate Finance, Co. Director

Howard Carr - CEO, Executive Director

Raynald Vezina - Non-Executive Director

– Mining Engineer, Mining Co. COO & Director, Mining Engineering Consultant

Keith Harris - Non-Executive Director

– Accountant, Investment Banker, Corporate Finance, Co. Director

Daniel Harbour - Non-Executive Director

– PhD, Private Investment Management, Linguistics

Robert Pevenstein - Non-Executive Director

– MBA, Corporate Finance, Mining Co. Director

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GREATER SCALE AND ENHANCED PROFILE

A merger would create a combined company capable of advancing the two projects more rapidly, via:

Greater Scale

– Pro-forma capitalization would be approximately $90 million with 41 million shares outstanding (undiluted, Dec 4 closing price)

Improved Liquidity

– Increased retail and institutional shareholder base

Enhanced Capital Markets Profile

– Potential for access to more institutional funds

– Potential for more research coverage

Better Access to Capital

– Larger market capitalization, improved liquidity and broader asset base provides better access to capital

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EXCELLENT EXPLORATION POTENTIAL

Both projects maintain excellent exploration potential for future expansion of mineral resources.

Combined company would have over 110,000 ha of land in the prolific Abitibi Greenstone Belt.

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UNLOCKING SHAREHOLDER VALUE

Management has a clear goal and strategy to enhance value for shareholders of the new company.

Goal

– Achieve gold production as quickly as possible

– Significantly grow mineral resources

Strategy

– Develop both the Comtois and Windfall Lake projects to maximize efficiencies

– Identify and execute on opportunities to establish milling operations

– Identify other consolidation opportunities in the region

– Continue drilling on known targets and over unexplored land

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KEY METRICS

Closing Share Price (as at 4-Dec-2012) $2.20 $0.12 -

Share Price – 20 Trading Day VWAP $2.43 $0.14 -

Basic Shares Outstanding (millions) 26.9 177.4 40.7

Fully Diluted Shares (millions)1,2 29.4 202.0 48.1

Basic Market Capitalization (million)3 $59.3 $21.3 $89.5

Gold Resources (000’s oz)4

M&I 546 404 1,085 Inferred 1,259 617 2,081

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Maudore Eagle Hill

Notes:

1. Includes options outstanding of 1.5 million for Maudore and 14.7 million for Eagle Hill.

2. Includes warrants outstanding of 1.0 million for Maudore and 9.9 million for Eagle Hill.

3. Pro-forma market cap based on $0.17 offer price for Eagle Hill.

4. Pro-forma includes Maudore’s 25% option interest in Windfall Lake.

Pro-Forma


TRANSACTION TERMS

Offer price of $ 0.17 per share of Eagle Hill. – based on Dec. 4 close of Maudore shares of $2.20

Eagle Hill shareholders to receive 0.0773 Maudore shares for each Eagle Hill share.

Premium of 42 % to Eagle Hill closing share price as of Dec 4, 2012.

Purchase price of $10 million plus 3 million warrants for 25% interest in the Windfall Lake Project.

Pro-forma the merger, Eagle Hill shareholders to hold

approximately 34 % of the combined company

Eagle Hill shareholder approval Customary regulatory approvals

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Proposed Transaction

with Eagle Hill

Pro-forma Ownership

Conditions

Proposed Transaction with Noront


FINANCING TERMS

Non-binding, indicative term sheet. Senior secured term loan facility. Term of three years No fixed amortization schedule.

Commitment letters from Maudore shareholders and

management. Term Loan will mature on December 31, 2014. Intended to be outstanding during an interim period until the Debt

Facility has been completed.

Debt Facility remains subject to conditions including; – completion of final due diligence, and – negotiation and execution of definitive documentation.

Term Loan remains subject to execution of definitive documentation.

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$35 million Debt Facility

Conditions

$3.25 million Term Loan


SUMMARY

Maudore’s proposal should be very attractive to Eagle Hill shareholders for the following reasons:

Substantial premium for Eagle Hill shares.

Participation in 100% of the Windfall Lake Project.

Large pro-forma global gold mineral resources.

Quebec based mining focus with two high-quality and near-term development projects.

Potentially significant synergies in CapEx and OpEx.

Combined company has greater scale, liquidity, financial strength and enhanced capital markets profile.

Excellent exploration potential.

Further consolidation of the industry.

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CONSOLIDATING IN QUEBEC TO BUILD OPPORTUNITIES

Appendices

Discover Consolidate Build


MINERAL RESOURCES

Deposit Measured and Indicated Inferred

Tonnes Grade (g/t)

Metal (oz)

Tonnes Grade (g/t)

Metal (oz)

MAUDORE

Comtois WFL (25%)

8,463,800 416,250

2.01 10.05

546,299 134,512

8,115,800 726,500

4.82 8.80

1,258,900 205,500

Total 8,880,050 2.38 680,811 5,238,600 5.15 1,464,400

EAGLE HILL

WFL (75%) 1,248,750 10.05 403,535 2,179,500 8.80 616,500

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