primero april corporate presentation finalv3

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Corporate Update April 2013

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Page 1: Primero april corporate presentation finalv3

Corporate Update April 2013

Page 2: Primero april corporate presentation finalv3

This presentation may contain “forward-looking” statements within the meaning of Canadian securities legislation and the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or the anticipated performance of the Company and reflect management’s expectations or beliefs regarding such future events and anticipated performance. In certain cases, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, ”estimates”, ”forecasts”, ”intends”, ”anticipates” or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, ”could”, “would”, ”might”, or “will be taken”, “occur” or “be achieved”, or the negative of these words or comparable terminology. By their very nature forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual performance of the Company to be materially different from any anticipated performance expressed or implied by the forward-looking statements. Such factors include various risks related to the Company’s operations, including, without limitation, fluctuations in spot and forward markets for gold, silver and other metals, fluctuations in currency markets, changes in national and local governments in Mexico and the speculative nature of mineral exploration and development, risks associated with obtaining necessary exploitation and environmental licenses and permits, and the presence of laws that may impose restrictions on mining. A complete list of risk factors are described in the Company’s annual information form and will be detailed from time to time in the Company’s continuous disclosure, all of which are, or will be available, for review on SEDAR at www.sedar.com.

This presentation uses the terms “measured resources”, “indicated resources” and “inferred resources”. The Company advises readers that although these terms are recognized and required by Canadian regulations (under National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI43-101”)), the United States Securities and Exchange Commission does not recognize them. Readers are cautioned not to assume that any part or all of the mineral deposits in these categories will ever be converted in to reserves. In addition, “inferred resources” have a great amount of uncertainty as to their existence, and economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, or economic studies, except for a Preliminary Assessment as defined under NI43-101. Investors are cautioned not to assume that part or all of an inferred resource exists, or is economically or legally mineable.

Although the Company has attempted to identify important factors that could cause actual performance to differ materially from that described in forward-looking statements, there may be other factors that cause its performance not to be as anticipated. The Company neither intends nor assumes any obligation to update these forward-looking statements or information to reflect changes in assumptions or circumstances other than required by applicable law. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those currently anticipated. Accordingly, readers should not place undue reliance on forward-looking statements.

Unless otherwise indicated, all dollar values herein are in US$.

Cautionary Statement

2

Page 3: Primero april corporate presentation finalv3

Who is Primero?

3

o Emerging Mid-Tier Gold Producer

o Solid Production Base with Growth

Long-life, high-grade producing San Dimas mine

Pending Cerro Del Gallo gold-silver project acquistion1

o Strong Financial Position

Cash and cash flow to internally fund growth

Capital available for additional opportunities

o Substantial Exploration Upside at Both Assets

o Experienced Management & Board

o Attractive Valuation

See Slide 26 for footnotes.

Page 4: Primero april corporate presentation finalv3

$139M Exchanges TSX:P, NYSE:PPP

Balance Sheet Dec. 31, 2012

Cash

Promissory note3

$139 million $40 million

Ownership Goldcorp

Management & insiders Institutional & float

32% ~2%

~66%

Capital Structure At March 31, 2013

Shares outstanding Fully Diluted4

Market Cap.

Shares outstanding Fully Diluted4

Est. Market Cap.

97 million 126 million

~C$630 million

115 million 144 million

~C$750 million

Strong Cash Balance

$120M2

Significant Operating Cash Flow

Conservative Level of Debt

$5M

Repayment per year3

Primero Capital Structure

See Slide 26 for footnotes. 4

Estimated Capital following Cerro Del Gallo Acquisition close ~May 15, 2013

Page 5: Primero april corporate presentation finalv3

Primero Strategy

GOAL

400,000 to 500,000 oz per year

Leader in per share growth

Americas low-risk regions only

Pipeline of growth projects

5

Page 6: Primero april corporate presentation finalv3

Building the Primero Pipeline

San Dimas

Platform

San Dimas

2,500 TPD

Cerro Del

Gallo San Dimas

3,000 TPD

6

Page 7: Primero april corporate presentation finalv3

111

130

160

205

2012E 2013E 2014E 2015E

Primero Cerro Del GalloSan Dimas Cerro Del Gallo

Estimated Production Profile5,6 (Attributable 000 AuEq ounces)

6

Primero Production Growth Profile

See Slide 26 for footnotes. 7

250 at 3,000 TPD

Page 8: Primero april corporate presentation finalv3

Delivering Results

o 2012: Record Year for Primero:

Record Revenues and Operating Cash Flow

Record Annual Production

Excellent Cost Control

o Grew Cash Position

o Positive Tax Ruling

o Increased Gold and Silver Reserves

o Announced San Dimas Expansion

o Announced Cerro Del Gallo Acquisition

8

$-

$50

$100

$150

30-Sep-10 31-Dec-12

Cash (US$millions)

Throughput (Quarterly Tonnes Per Day)

1,000

1,200

1,400

1,600

1,800

2,000

2,200

Q3 2010 Q4 2012

+153%

+29%

Page 9: Primero april corporate presentation finalv3

Primero Operating Results

Q4 ‘12 Q4 ‘11 2012 2011

Mill Throughput7

(tonnes per day) 2,066 1,920 1,976 1,815

Gold equivalent production

8

(gold equivalent ounces)

26,310 23,115 111,132 102,224

Gold production (ounces)

23,143 20,191 87,900 79,564

Silver production (million ounces)

1.32 1.20 5.13 4.60

Gold grade (grams per tonne)

3.90 3.70 3.90 3.86

Silver grade (grams per tonne)

228 223 234 226

Cash cost9

($ per AuEq ounce) 677 719 636 640

Cash cost9 – by-product

($ per gold ounce) 535 580 366 384

Capital Expenditures ($ million)

17.1 8.7 39.7 29.8

92,000

102,000

112,000

2011 2012

Production (AuEq ounces)

By-Product Cash Costs (per ounce)

200

250

300

350

2011 2012

+8%

-5%

9 See Slide 26 for footnotes.

Page 10: Primero april corporate presentation finalv3

Primero Financial Results

(US$ thousands, except per share amounts)

Q4 ‘12 Q4 ‘11 2012 2011

Revenues 43,597 35,645 182,939 156,542

Income from Mine Operations

17,471 13,286 79,389 65,090

Net income 1,245 31 ,216 49,553 49,644

EPS ($ per share)

0.01 0.35 0.54 0.56

Adjusted net income10 4,528 4,685 41,292 28,261

Adjusted EPS ($ per share)

10

0.05 0.05 0.45 0.32

Operating cash flows before changes in working capital

17,775 14,602 88,808 77,591

CFPS ($ per share)

0.19 0.17 0.97 0.88 $0.60

$0.70

$0.80

$0.90

$1.00

$-

$0.10

$0.20

$0.30

$0.40

$0.50

Cash Flow Op CF before changes in working capital ($ per share)

+41%

+10%

2011 2012

2011 2012

Earnings10 Adjusted Earning ($ per share)

10 See Slide 26 for footnotes.

Page 11: Primero april corporate presentation finalv3

SAN DIMAS

A Flagship Asset DISTRICT PRODUCED 11M OUNCES OF GOLD AND 600M OUNCES OF SILVER

One of Mexico’s Most Significant Precious

Metals Deposits

See Slide 26 for footnotes. 11

Guidance 2013E

Gold equivalent production8

(gold equivalent ounces) 120,000-130,000

Gold production (ounces)

90,000-100,000

Silver production11

(million ounces)

6.0-6.5

Silver sales at spot11

(thousand ounces)

900-1,000

Cash cost9

($ per gold equivalent ounce) $620-640

Cash cost9 – by-product

($ per gold ounce) $280-300

Capital Expenditures ($ million)

$42

Exploration ($ million)

$15

Page 12: Primero april corporate presentation finalv3

-

200

400

600

800

31-Dec-11 31-Dec-12

Increasing Reserves and Resources and Focusing on Controlling Dilution

12

Gold Reserves (Thousand Ounces)

Indicated Gold Resources (Thousand Ounces)

SAN DIMAS

Rich History of Reserve Replacement

-

200

400

600

800

31-Dec-11 31-Dec-12

+31%

+35%

See Slide 26 for footnotes.

Page 13: Primero april corporate presentation finalv3

SAN DIMAS

Expansion to 2,500 TPD12

Total capital expenditure of ~$16.5 million

Expand milling capacity to 2,500 TPD

o Install third ball mill, already on-site

o Reconfigure crushers

o Install new tailings thickener and pumps

Expand mine throughput

o Develop Sinaloa Graben veins

o Connect Central Block to Sinaloa Graben

o New mining equipment

Future expansion to 3,000 TPD possible

o Dependent on exploration success

o Minimal capital and disruption to operation

Mill Expansion on-track for:

2,500 TPD

CAPACITY IN Q1 2014

ATTRACTIVE IRR AND PAYBACK PERIOD

See Slide 26 for footnotes. 13

Page 14: Primero april corporate presentation finalv3

TAYOLTITA MINE Mined 1975 - 2002

CENTRAL BLOCK MINE Mined 2002 - Present

SAN ANTONIO MINE Mined 1987 - 2002

Over 120 known veins

CENTRAL BLOCK

TAYOLTITA BLOCK

SINALOA GRABEN BLOCK

WEST BLOCK

ARANA HANGING

WALL

Target

Target

SAN DIMAS

Large 22,500 Hectare Land Package

14

Page 15: Primero april corporate presentation finalv3

Favorable Horizon

Mineralization – Ore Bodies Extension of the Favorable Horizon

Potential

0 1 2

K I L O M E T E R S

SW NE 3,000 m.

2,000 m.

1,000 m.

3,000 m.

2,000 m.

1,000 m.

Source: San Dimas Geology Office

Intrusive

Faults

West Block 2013 EXPLORATION

San Antonio Mined 1987-2002

Central Block Mined 2002-Current

Tayoltita Block Mined 1975-2002

Arana Hanging Wall

Sinaloa Graben Mined 2012-Current

2013 EXPLORATION PROGRAM DRILLING FOR EXTENSIONS OF KNOWN VEINS

SAN DIMAS

District Wide Exploration Potential Longitudinal Cross Section

15

Page 16: Primero april corporate presentation finalv3

Development

o 6,500 metres development drifting

o Tunnels joining Sinaloa Graben and Central Block being completed

o Lower level tunnel commenced, expected to be completed in 18-24 months

Exploration

o $15.4 million exploration program

o 40,000 metres delineation drilling

o 34,000 metres exploration drilling, plus 3,800 metres of exploration drifting

o New district exploration program initiated

SAN DIMAS

2013: Focused Exploration & Development Targeting Vein Extensions from Existing Mines

16 0 1 2 km

Page 17: Primero april corporate presentation finalv3

Located in Prolific Central Corridor o Discovered in Q1 2012, included in 2012

year-end Reserves

o Mining access within 12 months of discovery

Strategic Underground Drill Locations o Drilling from old El Pilar workings, Sinaloa Graben

tunnel and east-west drift from Robertita

SAN DIMAS

2012 Discoveries in 2013 Mine Plan Significant Opportunity Close to Infrastructure

17

Page 18: Primero april corporate presentation finalv3

Cerro Del Gallo Acquisition

Page 19: Primero april corporate presentation finalv3

o Creates a diversified, high growth, competitive cost producer in Mexico with further consolidation opportunities

o Strengthens growth profile and cash flows with estimated production of approximately 260,000 Au Eq. ounces by 201613

o Combined attributable proven and probable reserves of approximately 1.7 million Au Eq. ounces and measured and indicated resources of 3.1 million Au Eq. ounces14

o Strong balance sheet with cash flow sufficient to fund development growth

PRIMERO AND CERRO DEL GALLO

A New Americas Gold Play

19

0.8 0.9 1.2

1.0

2.3

P+P M+I Inferred

Cerro Del Gallo Primero

New Primero Attributable Gold Equivalent Reserves and Resources1,13,14,15

See Slide 26 for footnotes.

Page 20: Primero april corporate presentation finalv3

CERRO DEL GALLO

A Revaluation Opportunity

Transaction Details

o Cerro shareholders to receive 0.023 of a Primero share for each Cerro share and 80.01% in “Spinco” o Transaction value of $125 million as at announcement date December 12, 2012

o Cerro Resources NL shareholder approval meeting April 30, 2013, transaction expected to close in

May 2013

Benefits to Cerro Resources Shareholders

o Attractive premium (77% premium to the spot closing price on day prior to announcement)

o Significantly improved market presence and liquidity

o Valuation re-rating opportunity as the combination diversifies production and cash flows

Benefits to Primero Shareholders

o Accretive to Primero on key metrics

o Leverages Primero’s regional expertise and solidifies position in Mexico, with further consolidation

opportunities o Diversifies near term production with additional 95,000 AuEq. oz per year

o Doubles Reserves and Triples Measured and Indicated Resources6

o Valuation re-rating opportunity as the combination diversifies production and cash flows

20 See Slide 26 for footnotes.

Page 21: Primero april corporate presentation finalv3

o Open pit, heap leach gold-silver-copper project

o Large resource base relative to reserves

o Excellent local infrastructure in a region known to actively support mining

o Two phased development plan 13

o Phase I heap leach facility with SART metallurgical processing to recover silver and copper

o Commercial Production of Phase I expected in 2015

o Potential future Phase II incorporates Carbon In Leach (CIL) and presents optimization opportunity13

CERRO DEL GALLO

~95,000 AuEq oz per year starting 201513

Technical Overview

See Slide 26 for footnotes. 21

Page 22: Primero april corporate presentation finalv3

Measured & Indicated Resources of 3.2Moz of Gold or 5.6Moz of Gold Equivalent 13,14,15

See Slide 26 for footnotes.

CERRO DEL GALLO

Large Gold Domain

22

Page 23: Primero april corporate presentation finalv3

Early stage regional prospecting previously returned16:

o 1.5m @ 590g/t Ag and 3.40g/t Au

o 4.6m @ 428g/t Ag and 3.52g/t Au

o 3.6m @ 359g/t Ag and 1.57g/t Au

o 4.6m @ 239g/t Ag and 1.91g/t Au

o 6.0m @ 243g/t Ag and 1.70g/t Au

o 3.1m @ 200g/t Ag and 1.05g/t Au

o 7.6m @ 168g/t Ag and 1.51g/t Au

Potential Exploration Targets

CERRO DEL GALLO

Exploration Upside Potential

23 See Slide 26 for footnotes.

Page 24: Primero april corporate presentation finalv3

24

2013 2014 2015

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4

Detailed Engineering

Geotechnical

Permitting/Land Acquisition

Earth Works

Mill Tests

Acid Generation Tests

SART Optimization

Plant & Mill Construction

Production

Commissioning

Commercial Production

Phase II Feasibility Study Es

tim

ated

Tra

nsa

ctio

n C

losi

ng

CERRO DEL GALLO

Cerro Del Gallo Development Plan

24

Page 25: Primero april corporate presentation finalv3

o San Dimas: A Platform for Cash Generation

o Cerro Del Gallo Acquisition Scheduled to

Close in May 2013

o Cash Flow and Capital to Fund Additional

Growth

o Significant Exploration Potential at San Dimas

and Cerro Del Gallo

o Attractive Valuation on Key Metrics

The Primero Opportunity

19

A Compelling Investment

25

Page 26: Primero april corporate presentation finalv3

Footnotes 1. Assuming proposed acquisition of Cerro Del Gallo closes in May 2013 as expected. 2. Estimated five-year average after-tax operating cash flow based on production profile discussed in the October 15, 2012 News Release

“Primero Announces Expansion of its San Dimas Mine”. 3. Goldcorp: 5 year, 6% note repaid $5M/yr with balloon payment at end of 2015. Principal prepayment equal to 50% of Excess Free Cash

Flow. 4. Fully diluted shares include 20.8 million warrants with an exercise price of Cdn$8 per share, expiring on July 20, 2015; and 7.8 million

options with an average exercise price of Cdn$5.65. 5. “Gold equivalent ounces” include silver and copper production converted to a gold equivalent based on consensus estimated

commodity prices ; accounts for the San Dimas silver purchase agreement; and uses Cerro Resources publically disclosed production estimates delayed by 12 months.

6. Assumes 100% ownership of Cerro Del Gallo and that it begins production in mid-2015. 7. Based on 365 days per year. 8. “Gold equivalent ounces” include revenue from silver converted to a gold equivalent based on estimated average realized commodity

prices ($1,600 per ounce of gold and $9.41 per ounce of silver in full year 2012, consensus prices thereafter). 9. Cash cost is a non-GAAP measure. Refer to the fourth quarter 2012 MD&A for a reconciliation of cash costs. 10. Refer to fourth quarter 2012 MD&A for adjustments. 11. Silver production is subject to a silver purchase agreement. Refer to the fourth quarter 2012 MD&A for details. 12. See October 15, 2012 News Release “Primero Announces Expansion of its San Dimas Mine” for details. 13. Cerro Resources Phase I Definitive Feasibility Study as of May 2012. 14. As estimated by Cerro Resources using gold, silver and copper price of US$1,341/oz, US$25.58/oz and US$7,582/t (or $3.44/lb)

respectively. See Cerro Resources Phase I Definitive Feasibility Study as of May 2012. 15. See note 7 in January 23, 2012 News Release “ Primero achieves 2012 Guidance and Provides 2013 Outlook. 16. As reported by Cerro Resources in November 16,2012 Investor Presentation:

http://www.cerroresources.com/index.cfm/investor/presentations1/

26

Page 27: Primero april corporate presentation finalv3

Appendices

Page 28: Primero april corporate presentation finalv3

Primero sells 50% of annual silver production above 3.5 million ounces at spot

o Remainder sold at ~$4 per ounce under silver purchase agreement

o Threshold commences August 6 to following August 5

o Threshold increases to 6.0 million ounces on August 6, 2014

o Planned expansion anticipated to generate similar silver sales at spot as 2012 post August 6, 2014

Recent Tax Ruling Created Positive Leverage to Silver

25%

75%

Silver as Percentage of 2013E Revenue Silver Gold

SAN DIMAS

Positive Leverage to Silver

28

Page 29: Primero april corporate presentation finalv3

Joseph F. Conway | President & C.E.O. 1

o Former CEO, President and Director of IAMGOLD from 2003 to 2010

o Former President, CEO and Director of Repadre Capital from 1995 to 2003

Renaud Adams | C.O.O.

o Former SVP, American Operations for IAMGOLD

o Former General Manager of Rosebel Gold Mine 2007 to 2010

o Former General Manager El Toqui Mine in Chile and then the El Mochito Mine in Honduras

David Blaiklock | C.F.O.

o Former controller IntraWest

o Previously controller for a number of public and private companies in real estate development

David Sandison | VP, Corporate Development

o Former VP, Corporate Development of Clarity Capital ; Director, Corporate Development Xstrata Zinc Canada ; Director Business Development, Noranda/Falconbridge;;Former EVP, Noranda Chile

Gabriel Voicu | VP, Geology and Exploration

o 25 Years of mining experience, formerly held senior technical and exploration positions with Cambior and Iamgold

Board Committees: 1.Health, Safety and Environment

Tamara Brown | VP, Investor Relations

o Former Director Investor Relations for IAMGOLD; Partner of a Toronto based, boutique investment bank; Professional engineer in mining industry

H. Maura Lendon | VP, Chief General Counsel and Corporate Secretary

o Former Senior Vice President, Chief Legal Officer and Corporate Secretary of HudBay Minerals Inc.; Chief Counsel Canada, Chief Privacy Officer - Canada of AT&T

Executive Management

29

Page 30: Primero april corporate presentation finalv3

Board of Directors

Board Committees: 1.Health, Safety and Environment 2. Human Resources and Compensation 3. Governance and Nominating 4. Lead Director 5. Audit

Wade Nesmith | Chairman

o Founder of Primero

o Founding and current director of Silver Wheaton

Joseph Conway | Director1

see Executive Management

David Demers | Director2,3,4,5

o Founder, CEO and Director Westport Innovations

o Director of Cummins Westport and Juniper Engines

Grant Edey | Director 3,5

o President & CEO, Khan Resources Inc.

o Former Director of Breakwater Resources, former director of Queenstake Resources, Santa Cruz Gold

o Former CFO, IAMGOLD

Rohan Hazelton | Director 1,5

o VP, Strategy, Goldcorp

o Formerly with Wheaton River and Deloitte & Touche LLP

Timo Jauristo | Director 2

o EVP, Corporate Development, Goldcorp

o Former CEO of Zincore Metals Inc. and Southwestern Resources Corp.

Eduardo Luna | Director 1

o Former EVP & President, Mexico. Former Chairman and CEO of Silver Wheaton, Executive VP of Goldcorp and Luismin S.A. de C.V. (San Dimas) and President of Mexican Mining Chamber and the Silver Institute

Robert Quartermain | Director 2,3

o Founder and President & CEO, Pretivm Resources

o Former President, Silver Standard

o Director of Vista Gold Corp. and Canplats Resources

Michael Riley | Director 5

o Chartered accountant with more than 26 years of accounting experience

o Chair of Primero Audit Committee, Chair of Audit Committee of B.C. Lottery Corporation and member of the Audit Committee of Canalaska Uranium Ltd.

30

Page 31: Primero april corporate presentation finalv3

SAN DIMAS

Mineral Resources and Mineral Reserves (DECEMBER 31, 2012, MINERAL RESOURCES INCLUDE MINERAL RESERVES)

Classification Tonnage (million tonnes)

Gold Grade (g/t) Silver Grade (g/ t)

Contained Gold (000 ounces)

Contained Silver (000 ounces)

Mineral Reserves

Probable 4.579 4.5 267 660 39,377

Mineral Resources

Indicated 3.748 6.5 389 780 46,877

Inferred 6.144 3.9 327 762 64,637

Notes to Mineral Reserve Statement: 1. Cutoff grade of 2.4 grams per tonne (”g/t”) gold equivalent (“AuEq”) based on total operating cost of US$104.73/t. Metal prices assumed are gold US$1,400

per troy ounce and silver US$25 per troy ounce. Silver supply contract obligations have been referenced in determining overall vein reserve estimate viability. 2. Processing recovery factors for gold and silver of 97% and 94% assumed.3. Exchange rate assumed is 13 pesos/US$1.00.4. The Mineral Reserve estimates were prepared by Mr. Herbert A. Smith P.Eng. of AMC Mining Consultants (Canada) Ltd. and a QP for the purposes of National

Instrument 43-101 (“NI 43-101”).

Notes to Mineral Resource Statement: 1. Mineral Resources are total and include those resources converted to Mineral Reserves.2. A 2.0g/t Au Eq cutoff grade is applied and the AuEq is calculated at a gold price of US$1,625 per troy ounce and a silver price of US$25 per troy ounce.3. A constant bulk density of 2.7 tonnes/m3 has been used.4. The Mineral Resource estimates were prepared by Mr. Rodney Webster MAusIMM, MAIG and Mr. J. Morton Shannon P.Geo., both of AMC Mining

Consultants (Canada) Ltd. and a QP for the purposes of NI 43-101. Additional exploration potential estimated at 6-10 million tonnes at grade ranges of 3-5 grams per tonne of gold and 200-400 grams per tonne of silver.

It should be noted that these targets are conceptual in nature. There has been insufficient exploration to define an associated Mineral Resource and it is uncertain if further exploration will result in the target being delineated as a Mineral Resource.

31

Page 32: Primero april corporate presentation finalv3

Cerro Resources NL (“Cerro”) has filed a technical report under National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”) entitled “Technical Report, First Stage Heap Leach Feasibility Study, Cerro del Gallo Gold Silver Project, Guanajuato, Mexico” (the “Technical Report”) with an effective date of May 11, 2012. Mr. Gabriel Voicu P.Geo, Vice President, Geology and Exploration, Primero, who is a “qualified person” for the purposes of NI 43-101, has reviewed the Technical Report on behalf of Primero. To the best of Primero’s knowledge, information and belief, there is no new material scientific or technical information that would make the Technical Report inaccurate or misleading. Primero plans to file a technical report on the Cerro Del Gallo project within 180 days of December 13, 2012 in accordance with the requirements of NI 43-101. Cautionary Note to US Investors Regarding Mineral Reporting Standards: Primero prepares its disclosure in accordance with the requirements of securities laws in effect in Canada, which differ from the requirements of US securities laws. Terms relating to mineral resources and mineral reserves in this material change report and other documents referenced herein are defined in accordance with NI 43-101 under the guidelines set out in the Canadian Institute of Mining, Metallurgy, and Petroleum Standards on Mineral Resources and Mineral Reserves. The Securities and Exchange Commission (the “SEC”) permits mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce. Primero uses certain terms, such as, “measured mineral resources”, “indicated mineral resources”, “inferred mineral resources” and “probable mineral reserves”, that the SEC does not recognize (these terms may be used in this presentation and other documents referenced herein and are included in the public filings of Primero which have been filed with securities commissions or similar authorities in Canada).

32

CERRO DEL GALLO

Cautionary Statement on Cerro Del Gallo

Page 33: Primero april corporate presentation finalv3

Notes to Investors Regarding the Use of Resources This presentation has been prepared in accordance with the requirements of Canadian provincial securities laws which differ from the requirements of U.S. securities laws. Unless otherwise indicated, all mineral reserve and resource estimates included in this presentation have been prepared in accordance with Canadian National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum classification systems. NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. These standards differ significantly from the requirements of the United States Securities and Exchange Commission (the “SEC”), and reserve and resource estimates disclosed in this presentation may not be comparable to similar information disclosed by U.S. companies. The mineral reserve estimates in this presentation have been calculated in accordance with NI 43-101, as required by Canadian securities regulatory authorities. For United States reporting purposes, SEC Industry Guide 7 under the United States Securities Exchange Act of 1934, as amended, as interpreted by Staff of the SEC, applies different standards in order to classify mineralization as a reserve. As a result, the definition of “probable reserves” used in NI 43-101 differs from the definition in the SEC Industry Guide 7. Under SEC standards, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. Among other things, all necessary permits would be required to be in hand or issuance imminent in order to classify mineralized material as reserves under the SEC standards. Accordingly, mineral reserve estimates contained in this presentation may not qualify as “reserves” under SEC standards. In addition, this presentation uses the terms “indicated resources” and “inferred resources” to comply with the reporting standards in Canada. The Company advises United States investors that while those terms are recognized and required by Canadian regulations, the SEC does not recognize them. United States investors are cautioned not to assume that any part or all of the mineral deposits in these categories will ever be converted into mineral reserves. Further, “inferred resources” have a great amount of uncertainty as to their existence and as to whether they can be mined legally or economically. Therefore, United States investors are also cautioned not to assume that all or any part of the “inferred resources” exist. In accordance with Canadian securities laws, estimates of “inferred resources” cannot form the basis of feasibility or other economic studies. It cannot be assumed that all or any part of “indicated resources” or “inferred resources” will ever be upgraded to a higher category or are economically or legally mineable. In addition, disclosure of “contained ounces” is permitted disclosure under Canadian securities laws; however, the SEC only permits issuers to report mineralization as in place tonnage and grade without reference to unit measures. NI 43-101 also permits the inclusion of disclosure regarding the potential quantity and grade, expressed as ranges, of a target for further exploration provided that the disclosure (i) states with equal prominence that the potential quantity and grade is conceptual in nature, that there has been insufficient exploration to define a mineral resource and that it is uncertain if further exploration will result in the target being delineated as a mineral resources, and (ii) states the basis on which the disclosed potential quantity and grade has been determined. Disclosure regarding exploration potential has been included in this presentation. United States investors are cautioned that disclosure of such exploration potential is conceptual in nature by definition and there is no assurance that exploration will result in any category of NI 43-101 mineral resources being identified.

33

Page 34: Primero april corporate presentation finalv3

Tamara Brown Vice President, Investor Relations T 416 814 3168 [email protected]

Trading Symbols Common Shares TSX:P, NYSE:PPP Warrants TSX:P.WT

PRIMERO MINING CORP. 20 Queen Street West, Suite 2301 Toronto, ON M5H 3R3 T 416 814 3160 F 416 814 3170 TF 877 619 3160 www.primeromining.com