Project Kingdom Rationale and Explanation - August 2020 - Tax Justice Network

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Project Kingdom

Rationale and Explanation

August     2020
  Agyapa Royalties | Investor Presentation
Background to Project Kingdom – Incorporation of MIIF and Agyapa

  •     Project Kingdom was initiated in June 2018 to (i) to maximise the value that the Republic
        derives from its mineral wealth, (ii) to monetise the mineral income accruing to the Republic in
        a sustainable and responsible way, and most importantly, (iii) to obtain urgently needed
        capital for the development agenda of the Republic through an equity capital market
        transaction, as an alternative to conventional debt capital markets transactions

  •     MIIF was established from the passing of the MIIF Act December 2018 to hold and manage
        the equity interests of the Government of Ghana (“GoG”) in mining companies, to receive
        mineral royalties due to the GoG from mining operations, provide for the management and
        investment of the assets of the Fund, finance further developments in the mining sector and
        monitor and improve flows into the mining sector

  •     The MIIF incorporated Agyapa in November 2019

Agyapa Royalties | Investor Presentation                                                               2
Why Project Kingdom Rather Than Traditional Debt?

•   Ghana successfully accessed the global capital markets in 2019 & 2020 (Long-term
    Sovereign Bond issue) and can service its current debt, however it will be a challenge for any
    African country to tap the international markets for future funding and/or the international
    community for debt relief due to the current global volatility
•   This transaction allows the Government of Ghana to raise permanent non-debt capital from
    international & domestic investors
•   No re-payment obligations, interest payments or the need for a guarantee
•   Ghana retains majority control of the royalties, will receive dividends from Agyapa and
    continues to receive royalties on the portion of the royalties it continues to hold
•   Helps domestic private sector borrowing by reducing Ghana’s borrowing requirement
•   Prudently reduces Ghana’s heavy budgetary risk exposure to adverse movements in the gold
    price and fluctuations in mine gold production volumes
•   Capital raised from the transaction will finance initiatives that complement Ghana’s
    “homegrown” policies - obtaining today a portion of the value of future royalties enables the
    proceeds to be invested in capital assets that will endure well beyond the life of the mines - all
    mines deplete therefore all associated royalty revenues will also come to an end
•   The gold price is at a record high which makes it a highly opportune time for Ghana to take
    advantage of this and realize value through the monetisation of a portion of its future gold
    royalty revenues

                                                                                                     3
Spot Gold Price Performance

($/oz)

                                           1,959

____________________
Source: FactSet as of 19 August 2020.

Agyapa Royalties | Investor Presentation   4
Project Kingdom

MIIF and Agyapa

August 2020
MIIF Act

•    Passed in December 2018, the MIIF Act established the MIIF to manage the equity interests of the
     Republic in mining companies, to receive mineral royalties and other related income due to the
     Republic from mining operations (except in relation to Bauxite), to provide for the management
     and investments of the assets of the Fund and for other related matters
•    Objects of the Fund are to:
    o Maximise the value of the income due to the Republic from the minerals wealth of the country for the benefit of its citizens
    o Monetise the minerals income accruing to the Republic in a beneficial, responsible, transparent, accountable and sustainable manner; and
    o Develop and implement measures to reduce the budgetary exposure of the Republic to minerals income fluctuations

•    Powers of the Fund include:
    o The creation of a SPV in any jurisdiction in furtherance of its objects (and the SPV shall be free to operate as a regular, commercial entity),
    o Procure the listing of the SPV on any reputable stock exchange that it considers appropriate,
    o Assign all or any of its rights to mineral income to a SPV in furtherance of the objects of the Fund

•    The MIIF Board has been appointed by the Government of Ghana
    o Investment Committee and management team in place
    o Note Budget Speech for 2019, page 53, paragraph 217 which supports this

                                                                                                                                                   6
What is Agyapa Royalties About?

•   Agyapa is a gold royalty company that will offer financing to mining companies that want to
    develop their mines in exchange for a royalty or other revenue related stream
•   It will focus its activities in Ghana and Africa and in the gold mining sector only
•   The current portfolio includes the royalties from 12 Ghanaian gold mines and the expected
    royalties from 4 development assets
•   It will be the first Africa focused Minerals royalty company and also the first to be listed by an
    African government
•   This is a pioneering template for Africa on how to achieve value-add on exports
•   It is the intention for Agyapa to be an African royalty company and to leverage Ghana’s position
    as the leading gold producer in Africa to build an African royalty portfolio
•   Agyapa to be listed on the London and Ghana Stock Exchanges
•   Government of Ghana through MIIF will be the majority shareholder with at least 51% of the
    shareholding

                                                                                                    7
Directors of Agyapa Royalties

•   As a London and Ghana listed company, Agyapa will high international corporate governance
    standards

•   This includes the requirement for majority of Directors to be independent

•   Like all companies, at the AGM shareholders have the ability to vote on directors appointments

•   The Government of Ghana will therefore have the opportunity to approve or remove directors by
    voting at the AGM

                                                                                                8
Change of Name to Agyapa Royalties

•   The name Asaase was selected in 2019 and on further investigation on the name, it was
    apparent that there are over 21 companies with the name “Asaase”

•   The ambition for Agyapa is to be widely recognised as the leading African royalty company and
    the name should be set apart of any other organisation

•   There is a chance of confusion, especially with those that are within the minerals industry (e.g.
    Asaase Metals, Asaase Gold Trading, AsaaseAse Mining Limited and Asaase Group Mining
    Limited)

•   Changing the Company name to something that is not as widely used was important to ensure
    there would be no confusion

                                                                                                  9
List of Companies Registered under the name “Asaase”
Company Name                                           Registration Number
Asaase Focus Ltd                                                     CG078622017
Asaase Metals                                                       BN445662020
AsaaseGPS Ltd                                                        CS226322018
Asaase Aba Ltd                                                       CS050862016
Asaase Gold Trading                                                  BN549602014
Asaase Inscriptions                                                 BN300582013
Asaase Agro Services                                                    BN-62,250C
Asaase Farms Limited                                                  CS741972015
Asaase Ghana Limited                                                     CA-48,901
Asaase Ghana Projects Ltd
Asaase Mining Services                                             BN203152012
Asaase Survey Services                                            BN6410112014
Asaase Group Association Ltd                                       CG179332018
Asaase Resources Limited                                              CA-71,198
AsaaseAse Mining Limited                                           CS348912018
Asaase Royalties Limited                                           ET000182020
Asaase Group Mining Limited                                        CS269432019
Asaasemu Mining Company Limited                                       CA-38,428
Asaase Transport and Merchandise Enterprise                        BN352352016
Asaase Refrigeration and Air Conditioning Service                    BN-19,552C
Asaase Construction and Engineering Services Limited               CS416792014
Asaase Broadcasting Company Limited                                CS191402013
                                                                                     10
Flow of Funds From Royalty Portfolio to Agyapa

                                        Government of
                                                                                                  § The MIIF will pay 20% of the Mineral Royalties
                                           Ghana                                                    received from the mining companies to the
                                                                                                    Minerals Development Fund
                                                100%                                                     § The statement that all the traditional
                                                                                                           authorities lose rights to their share of
                   Mineral Royalties                           MIIF retains
     Mining                             Minerals Income                                                    royalty receipts is therefore untrue
   Companies                            Investment Fund       royalties from
                          $                                    other mines
                                                                                                  § 75.6% of the royalties from the 12 producing
                                                                                                    mines will then be transferred to Agyapa
                                                                   100%
                                                                                                  § Remaining cash on hand can then be used by
                                                                                                    the MIIF for:
                                                          75.6% of the                                   § a payment of 2.4% of all Mineral
                       20% of the                          Allocated
                    Mineral Royalties                   Mineral Royalties                                  Royalties to the Ghana Revenue
    Minerals                                                                   Agyapa Royalties            Authority as a Revenue Management
Development Fund           $                                   $                   (Jersey)
                                                                                                           Fee

                                                                                                         § the MIIF’s own purposes including the
                                                                                                           payment of salaries and other
                                                                                                           expenses (2% of all Mineral Royalties)
                                             Legend
                                                                                                  § 80% of other royalties received will remain
                                                 $=Mineral Royalties           Ownership            with MIIF (i.e. royalties from mines not
                                                                                                    included in the Royalty Portfolio)

                                                                                                                                                  11
Benefits of Agyapa for Government of Ghana

•   Benefit from investment of the significant amount of funds received from selling minority stake
    in Agyapa

•   Government of Ghana will continue to receive meaningful annual dividend from Agyapa

•   Government of Ghana will also benefit from the potential capital gains in the Agyapa shares in
    the future

•   Agyapa has the ability to facilitate the development of mines in Ghana and Africa and hence
    develop the sector and economy as a whole

•   Government of Ghana will participate in the growth of Agyapa as the company grows its portfolio
    of royalties in Africa

•   This will all other things being equal also benefit shareholders, including the majority
    shareholder - the Government of Ghana

                                                                                                12
Tax Considerations

•   Royalties are already a tax paid by mining operators and so cannot be further taxed

•   Under MIIF Act, Agyapa royalty revenues are exempt from Ghanaian income tax, duties, levies,
    withholdings or other like payments

•   Any income earned by Agyapa from other activities outside the flows from these specific assets
    would be subject to the GRA's tax rules

•   Provisions for financial reporting under the PFMA are addressed by listing rules of the Ghana
    and London stock exchanges

•   High international corporate governance standards, which Agyapa will conform to will also
    further address the proper conduct of management and directors

                                                                                               13
Specific Tax Considerations for Agyapa Incorporation

  •     Under MIIF Act, both ARG and Agyapa are exempt from Ghanaian income tax, duties, levies, withholdings or
        other like payments in respect of dividends and the realisation of the objects of MIIF
  •     Given the above expectation of comprehensive Ghanaian tax exemption for the corporate structure,
        consideration was given to a structure which would be most efficient from a listing perspective and
        providing investors with the necessary protection.
  •     Jersey was considered a suitable jurisdiction for the listing vehicle given that it is a well-established
        jurisdiction for holding company purposes and a familiar listing vehicle for investors on the London Stock
        Exchange (“LSE”).
  •     Furthermore, Jersey was regarded as a more attractive jurisdiction for investors given that shareholders will
        not be subject to any stamp duty on the trading of shares in Agyapa and dividends declared to shareholders
        will not be subject to withholding tax.
  •     From a tax risk and administrative perspective, Jersey was regarded as a less burdensome jurisdiction
        compared to the UK, having regard to aspects such as UK controlled foreign company (“CFC”) regulations.
  •     In this specific regard, as Agyapa will be receiving passive-type income, a detailed analysis and monitoring
        of the potential application of the UK CFC regulations would have been required.
  •     This would likely have included a time-consuming process of engaging with the UK tax authorities to provide
        clarity and certainty on this area.
  •     From a Jersey corporate law perspective, a benefit exists in that Jersey law does not require a distribution to
        be paid from profits or distributable reserves.
  •     In addition, the company does not need to have any profits or distributable reserves as long as the directors
        have reasonable grounds for making the solvency statement.
  •     The only evident disadvantage of Jersey is the fact that it does not currently have a bilateral investment
        treaty (“BIT”) in force with Ghana
Agyapa Royalties | Investor Presentation                                                                             14
Use of Minerals Development Fund Proceeds

•    Funds to MDF are unaffected by the flows to Agyapa

•    The funds allocated to MDF will continue to be allocated as follows:
    o 50% to the Office of the Administrator of Stool Lands;
    o 20% to the Mining Community Development Scheme;
    o 4% to supplement the Ministry of Lands and Natural Resources;
    o 13% to supplement the Minerals Commission;
    o 8% to supplement the Geological Survey Department; and
    o 5% for research, training and projects aimed at the promotion of sustainable development through mining.

                                                                                                             15
Legal Agreement Key to the Transaction and Approved by Parliament

               •   Protects all investors, including the Government and Ghanaian investors
               •   Assigns and allocates a portfolio of Gold Mineral Royalties by the MIIF to Agyapa
               •   Provides protection against any adverse changes that may affect royalty rates
               •   This is because the investor buying the shares, is paying upfront for royalty flows from these mines for the life of the
                   mining leases, at a specified royalty rate.
Investment     • If the royalty rates are increased by the government, Agyapa shareholders will not benefit.
Agreement
               • If they are decreased, they are protected against that.
               • Royalty rates in Ghana are 5% for some mines and 3 to 5% for others depending on the gold price.
               • Shareholders are not protected against any movement in the share price of Agyapa, gold price, production from the mines
                 or anything that affects the production from the mines.
               • The royalties are not paid in perpetuity – they are linked to the life of the lease

               • Regulates MIIF’s continued shareholding in Agyapa and ensures that the relationship between Agyapa and the MIIF is on
Relationship     a fully commercial basis
 Agreement     • The company does not destroy value when dealing with MIIF. It also prevents the MIIF from abusing its majority
                 shareholding. It does not preclude MIIF from exercising any of its rights as a shareholder or majority shareholder.

 Operations    • This governs the relationship between the Bank of Ghana which acts as the custodian of the royalty flows, that are kept in
Management       a separate account, and distributes it to the various parties
 Agreement     • This ensures flows can be audited properly monitored by all parties.

                                                                                                                                              16
Legal Agreement Key to the Transaction and Approved by Parliament

   Revenue
              • Governs the relationship between GRA and MIIF with respect to the collection of royalties.
 Management
  Agreement

              • The amendments enable SPVs to function as regular, independent, commercial entities as contemplated by Section 3(a)
                of the MIIF Act by allowing exemptions to PFMA and SIGA
              • This is to ensure the independence of the Board. For example under PFMA, the company's dividend policy and other
   MIIF Act     policies can be determined by the government as PFMA allows this
 Amendments   • The board will therefore not be independent and investors will not invest in the company.
              • It is necessary to assert the government's influence through the independent board than the government
              • If this exemption is not in place, the valuation of the company that we seek to list will be lower ask greater risk will be
                ascribed to the company

                                                                                                                                              17
Other Notes

  •     Project Kingdom is a landmark transaction for Ghana and the region and will result in the
        Government of Ghana raising USD400 million to USD500 million non-debt, permanent
        capital

  •     In addition, MIIF will retain a majority stake in Agyapa Royalties and will benefit from the
        meaningful annual dividend which is expected to be distributed by the Company

  •     The cost of capital through this transaction is therefore lower than any other debt capital
        raise, with the added advantage of being permanent capital with no repayments

  •     The gold price is at a record high which makes it a highly opportune time for Ghana to take
        advantage of this and realize value through the monetisation of a portion of its future gold
        royalty revenues

Agyapa Royalties | Investor Presentation                                                               18
Project Kingdom

 Jersey

August 2020
Why is Agyapa Royalties Listed in London?

•   London is one of the major stock markets for listing mining companies. In order to realise
    maximum value for the shares that are being sold, London is therefore the ideal way to achieve
    this

•   Given the amount of funds the government wants to raise, this amount cannot be raised on the
    Ghanaian stock market

•   A listing on the London Stock Exchange allows Agyapa to access a large pool of international
    investors

•   There will be a listing of Agyapa Depository Receipts on the Ghana Stock Exchange

                                                                                               20
Why Jersey?

  •     Jersey has a reputation as a leading and reputable international finance centre of substance committed to
        developing and maintaining the highest international standards of regulatory compliance.
  •     In part, it is a jurisdiction of choice for many listed companies around the world such as Glencore and WPP.
  •     Jersey has never formed part of the EU blacklist for 'non-compliant' jurisdictions.
  •     Advantages of using Jersey Holding Company as Listing Vehicle:
           • 0% corporation tax
           • Free of withholding tax on dividends, interest and royalties
           • Shares in Jersey incorporated Holding Companies are free of stamp duty in Jersey
           • Three CREST enabled share registrars
           • Ability to trade shares directly through CREST (the UK share settlement system)
           • Mind and management can be based on island
           • Efficient management of share capital via treasury shares
           • A Jersey Public Holding Company is comparable to a UK PLC
  •     With at least 79 companies listed on worldwide stock exchanges from London to New York and a combined
        market capitalisation of over £300 billion, Jersey is a leading international finance centre for listing
        vehicles.
           • The greatest number of FTSE 100 companies registered outside the UK
           • 9 companies listed on the FTSE 250
           • The greatest number of AIM companies registered outside the UK
           • 37 companies listed on the Main Market of the LSE

Agyapa Royalties | Investor Presentation                                                                          21
Jersey Registered Companies – International Listings

 Jersey Listed Companies on Global Exchanges (as at 30 June 2020)

 Territory                                 Exchange     Market                    Number of Companies   Market cap (£bn)

 UK                                        LSE          UK Main Market            37                            98.060

                                                        AIM                       29                              8.590

                                                        SFM                       1                               0.280

 Europe                                    Euronext     Amsterdam                 2                               1.840

                                           Luxembourg   Euro MFT                  1                                0.00

 Asia                                      HKEx         HK Stock Exchange         2                               5.470

 North America                             NASDAQ       NASDAQ                    3                               7.940

                                           NYSE         New York Stock Exchange   2                            204.240

                                           TSX          Toronto Stock Exchange    2                            204.240

 Total                                                                            79                           326.480

Agyapa Royalties | Investor Presentation                                                                                   22
Jersey Registered Companies – London Listings
   Jersey Listed Companies on Main Market of London Stock Exchange (Name and Market Capitalisation in ₤ million)
 GLENCORE PLC                                           37,394 TARGET HEALTHCARE REIT LIMITED                        0,445
 EXPERIAN PLC                                           21,719 JTC PLC                                               0,419
 FERGUSON PLC                                           12,959 ABERDEEN ASIAN INCOME FUND LTD                        0,386
 WPP PLC                                                12,495 PHOENIX SPREE DEUTSCHLAND LTD                         0,283
 POLYMETAL INTERNATIONAL PLC                             4,686 CQS NEW CITY HIGH YIELD FD LTD                        0,257
 IWG PLC                                                 3,048 CITY MERCHANTS HIGH YIELD TRUST LTD                   0,188
 WIZZ AIR HOLDINGS PLC                                   2,481 INVESCO PERPETUAL ENHANCED INCOME LTD                 0,127
 3I INFRASTRUCTURE PLC                                   2,411 MIDDLEFIELD CANADIAN INC PCC                          0,103
 MAN GROUP PLC                                           2,396 ASEANA PROPERTIES LIMITED                             0,076
 PETROFAC LIMITED                                        1,487 JERSEY ELECTRICITY                                    0,052
 CENTAMIN PLC                                            1,322 ABERDEEN LATIN AMERICAN INCOME FUND LTD               0,042
 GCP INFRASTRUCTURE INVESTMENTS LIMITED                  1,119 EJF INVESTMENTS LTD                                   0,017
 SANNE GROUP PLC                                         1,025 BIGDISH PLC                                           0,015
 FORESIGHT SOLAR FUND LTD                                0,664 GEIGER COUNTER LIMITED                                0,015
 INTEGRATED DIAGNOSTICS HLDGS PLC                        0,583 PREDATOR OIL AND GAS HOLDINGS PLC                     0,005
 GENEL ENERGY PLC                                        0,539 IQ-AI LIMITED                                         0,004
 TARSUS GROUP PLC                                        0,528 DAVICTUS PLC                                          0,001
 CVC CREDIT PTNRS EUROPEAN OPPS LTD                      0,493 GOLDEN ROCK GLOBAL PLC                                0,001
 HENDERSON FAR EAST INCOME LIMITED                       0,479 EN+ GROUP PLC                                        0,0000
 GCP ASSET BACKED INCOME FUND                            0,471 TOTAL                                               110,735

Agyapa Royalties | Investor Presentation                                                                                23
Jersey Registered Companies – London Listings
   Jersey Listed Companies on AIM (Name and Market Capitalisation in ₤ million)
 AUDIOBOOM GRP PLC                                                                               0.027
 BOOHOO.COM PLC                                                                                  2.461
 BREEDON AGGREGATES LIMITED                                                                      1.033
 CALEDONIA MINING CORP PLC                                                                       0.050
 CAMBIUM GLOBAL TIMBERLAND LIMITED                                                               0.008
 CHINA NEW ENERGY LIMITED                                                                        0.006
 CIRCLE PROPERTY PLC                                                                             0.054
 GOLDSTONE RESOURCES LTD                                                                         0.004
 GREEN & SMART HOLDINGS PLC                                                                      0.009
 HIGHLAND GOLD MINING LIMITED                                                                    0.742
 LXB RETAIL PROPERTIES PLC                                                                       0.000
 MOBILITYONE LTD                                                                                 0.003
 MYSALE GROUP PLC                                                                                0.004
 QUIZ PLC                                                                                        0.022
 REDT ENERGY PLC                                                                                 0.010
 SAFESTYLE UK PLC                                                                                0.054
 Serinus Energy Plc                                                                              0.028
 STANLEY GIBBONS GROUP (THE) PLC                                                                 0.009
 STARCOM PLC                                                                                     0.005
 STRIDE GAMING PLC                                                                               0.111

   Jersey Listed Companies on Main Market of SFM (Name and Market Capitalisation in ₤ million)
   As at June 30th, 2019

 BLACKSTONE/GSO LOAN FINANCING LTD                                                               0.293
Agyapa Royalties | Investor Presentation                                                            24
Jersey Registered Companies – NASDAQ, NYSE & Hkex Listings
   Jersey Listed Companies on Main Market of NASDAQ (Name and Market Capitalisation in ₤ million)
   As at March 31st, 2019
 NOVOCURE LIMITED                                                                                    4.676
 QUOTIENT LIMITED                                                                                   0.484
 RANDGOLD RESOURCES LIMITED                                                                              -
 MIMECAST LIMITED                                                                                   2.175

   Jersey Listed Companies on Main Market of NYSE (Name and Market Capitalisation in ₤ million)
   As at March 31st, 2019

 CALEDONIA MINING CORP PLC                                                                          52.396

 DELPHI TECHNOLOGIES PLC                                                                            1.228

   Jersey Listed Companies on Main Market of Hkex (Name and Market Capitalisation in ₤ million)
   As at 30th June 2019

 UNITED COMPANY RUSAL PLC                                                                             5.13

 WEST CHINA CEMENT LIMITED                                                                            0.77

Agyapa Royalties | Investor Presentation                                                                25
Jersey Registered Companies – TSx & AMS Listings
   Jersey Listed Companies on Main Market of TSX (Name and Market Capitalisation ₤ million)
   As at June 30th, 2019
 LYDIAN INTERNATIONAL LIMITED                                                                    0.062
 MINERA IRL LIMITED                                                                              0.012
 PETROMAROC CORPORATION PLC                                                                      0.000

  Jersey Listed Companies on Main Market of AMS (Name and Market Capitalisation in ₤ million)

  As at 30th June 2019

ATRIUM EUROPEAN REAL ESTATE LIMITED                                                             1.027

YATRA CAPITAL LIMITED                                                                               -

Agyapa Royalties | Investor Presentation                                                            26
Project Kingdom
Peers Benchmarking

August     2020
  Agyapa Royalties | Investor Presentation
Royalty Peers Benchmarking
                                                               Senior Royalty Peers                                          Up and Comers Royalty Peers          UK Royalty Co.

                      M ark et C ap ($ m )         28,412           23,426                       9,054               1,922                             1,758                272

                             EV ($ m )             27,890           23,661                       9,058               1,914                             1,661                318

                             Listing              Canada, US      Canada, US                        US             Canada, US                        Canada, US          UK, Canada

                       Portfolio Split by
                          Geography               20%          15% 10%                                                                               10%
                                                                                                                                                                          19%
                                                        30%                                25%   31%         22%                               37%
                     (by 2 0 1 9 A revenue)                                                                5%                                                                7%
                                                  51%               75%               5%                   8%       65%                               44%          74%
                      NA      LatAm EMEA                                                     39%                                                9%

                        APAC       RoW

                       2 0 1 9 A Revenue ($ m )      844              861                          468                296                                  89               71
Operational Stats

                       2 0 1 9 A EBITDA ($ m )       671              553                          347                76                                   57               62

                           2 0 1 9 A Operating
                                                     29               50                            30                22                                   14                -
                               C osts ($ m )

                                         2020E      62.9x            49.4x                         47.7x             58.8x                             74.2x                6.9x
                            P/E
                                         2021E      50.5x            39.6x                         41.3x             31.4x                             49.7x                5.4x
Valuation M etrics

                        Dividend         2020E      0.7%             0.8%                          0.8%              1.3%                              0.0%                8.0%
                          Y ield
                                         2021E      0.7%             1.0%                          0.8%              1.3%                              0.0%                7.9%

                               P / N AVPS            3.1x             2.9x                         2.8x               1.2x                              1.5x                0.6x

   ____________________
   Source: FactSet as of 19 August 2020.

Agyapa Royalties | Investor Presentation                                                                                                                                              28
Gold Miners Benchmarking – Market Cap $1.0bn – $10bn

                                                 Sibanye-Stillwater   Northern Star Resources   Evolution Mining         B2Gold         Yamana Gold   Endeavour Mining   Saracen Minerals

                      M ark et C ap ($ m )            8,756                   7,765                 7,401                6,618            5,803            3,456              4,429

                           EV ($ m )                  9,485                   7,895                 7,590                6,489            6,504            3,669              4,443

                            Listing                South Africa              Australia             Australia             Canada         US, Canada        Canada            Australia

                Portfolio Split by
                                                         19%                 23%                                   26%
                    Geography                                                                                                             35%
             (by 2 0 1 9 A production)             81%                 77%                                               74%      65%
                                                                                                100%                                                  100%                100%

         NA              LatAm EMEA      APAC

                           2 0 1 9 A Gold
                            Equivalent                3,126                    813                     753                851              960               569              355
                         Production (k oz )
 Operational Stats

                      2 0 1 9 A Revenue ($ m )        5,047                   1,108                 1,148                1,156            1,612              886              475

                       2 0 1 9 A EBITDA ($ m )         978                     411                     579                627              707               356              214

                         2 0 1 9 A Operating
                                                       186                      40                     26                 75               112               42                  15
                             C osts ($ m )

                                       2020E           7.4x                   21.4x                  23.8x               12.9x            22.3x            11.5x              21.1x
                          P/E
                                       2021E           4.3x                   14.3x                  22.9x               12.5x            15.9x              7.9x             15.2x
 Valuation M etrics

                        Dividend       2020E           3.4%                    1.5%                    2.4%              1.5%              1.0%              0.2%             0.4%
                          Y ield
                                       2021E           6.1%                    1.7%                    2.3%              2.6%              1.2%              1.0%             1.3%

                             P / N AVPS                0.9x                    1.2x                    1.5x               1.3x             1.3x              1.1x             1.7x

____________________
Source: FactSet as of 19 August 2020.

Agyapa Royalties | Investor Presentation                                                                                                                                                29
Gold Miners Benchmarking – Market Cap $1.0bn – $10bn(Cont’d)

                                                Alamos Gold     Centerra Gold          Harmony Gold    Hecla Mining     Centamin        SSR Mining Inc     Pretium

                     M ark et C ap ($ m )         4,142               3,807               3,491          3,131            3,103              4,573         2,248

                          EV ($ m )               4,011               3,612               3,764          3,616            2,796              4,404         2,668

                           Listing                Canada            US, Canada         South Africa          US       UK, US, Canada     US, Canada      US, Canada

                                                                                 14%
               Portfolio Split by
                                                                     23%                                                               21%
                   Geography
            (by 2 0 1 9 A production)                         77%                        86%                                                 79%
                                                100%                                                  100%            100%                               100%

        NA              LatAm EMEA      APAC

                          2 0 1 9 A Gold
                           Equivalent              495                 783                1,440              406             240              422           360
                        Production (k oz )
Operational Stats

                     2 0 1 9 A Revenue ($ m )      683                1,256               1,995              675             652              607           478

                      2 0 1 9 A EBITDA ($ m )      291                 438                 434               155             302              229           208

                        2 0 1 9 A Operating
                                                    29                 87                  61                56              33               30                18
                            C osts ($ m )

                                      2020E       27.4x                9.6x               13.1x         1072.9x           15.9x              14.0x          16.1x
                         P/E
                                      2021E       15.1x                6.4x                5.9x           22.9x           14.9x               8.8x          11.2x
Valuation M etrics

                                      2020E        0.5%               1.3%                0.1%            0.1%            5.2%               0.0%           0.0%
                       Dividend
                         Y ield                    0.5%               1.4%                0.7%            0.1%            5.3%               6.3%           n.a.
                                      2021E

                            P / N AVPS             1.0x                1.1x                NA                1.7x            1.6x             NA            0.9x

      ____________________
      Source: FactSet as of 19 August 2020.

Agyapa Royalties | Investor Presentation                                                                                                                              30
Gold Miners Benchmarking – Market Cap $1.0bn – $10bn (Cont’d)

                                                Regis Resources   IAMGOLD         Coeur Mining          Eldorado Gold       Alacer Gold          Teranga     St. Barbara

                     M ark et C ap ($ m )           2,098           2,038            2,045                 2,027               1,910              1,899         1,747

                          EV ($ m )                 2,001           1,706            2,353                 2,247               2,289              2,298         1,709

                           Listing                 Australia      US, Canada          US                 US, Canada     Canada, Australia, US   Canada, US   Australia, US

                                                                            13%
                                                                                                  (1)
               Portfolio Split by
                                                                                   36%                            28%                                               28%
                   Geography
            (by 2 0 1 9 A production)                             52%       35%             64%          72%                                                 72%
                                                     100%                                                                      100%                 100%

        NA              LatAm EMEA      APAC

                          2 0 1 9 A Gold
                           Equivalent                363             710             359                    402                 391                260           382
                        Production (k oz )
Operational Stats

                     2 0 1 9 A Revenue ($ m )        492            1,065            711                    616                 470                353           473

                      2 0 1 9 A EBITDA ($ m )        240             262              97                    209                 251                125           190

                        2 0 1 9 A Operating
                                                      4              47               41                     40                  31                34              21
                            C osts ($ m )

                                      2020E         11.2x           16.9x            59.0x                 10.9x               11.0x              16.1x         12.4x
                         P/E
                                      2021E          9.2x            7.7x            18.9x                 12.3x                9.7x               7.3x          9.7x
Valuation M etrics

                                      2020E          2.8%           0.0%             0.0%                   0.0%               0.3%               0.0%          2.3%
                       Dividend
                         Y ield                      3.2%           0.0%             0.0%                   0.0%               1.0%                n.a.         2.5%
                                      2021E

                            P / N AVPS                NA             0.5x            1.1x                   0.6x                 NA                0.9x          0.8x

      ____________________
      Source: FactSet as of 19 August 2020. 1. Based on 2019 revenue.

Agyapa Royalties | Investor Presentation                                                                                                                                     31
Gold Miners Benchmarking – Market Cap $1.0bn – $10bn (Cont’d)

                                                  Hochschild       OceanaGold          Torex Gold Resources      Perseus Mining       New Gold

                       M ark et C ap ($ m )        1,728              1,634                   1,350                  1,275              1,034

                            EV ($ m )              1,858              1,799                   1,369                  1,273              1,325

                             Listing               UK, US      Canada, Australia, US       Canada, US         Australia, Canada, US   Canada, US

                 Portfolio Split by
                     Geography
                                                                 US, New Zealand
              (by 2 0 1 9 A production)
                                                    100%                                       100%                    100%           100%

          NA              LatAm EMEA      APAC

                            2 0 1 9 A Gold
                             Equivalent             477                471                    455                     272                101
                          Production (k oz )
  Operational Stats

                       2 0 1 9 A Revenue ($ m )     741                667                    641                     348                633

                        2 0 1 9 A EBITDA ($ m )     303                230                    332                     130                237

                          2 0 1 9 A Operating
                                                     70                 77                     18                      12                18
                              C osts ($ m )

                                        2020E       42.1x            178.7x                   16.8x                  20.2x               NM
                           P/E
                                        2021E       12.8x              7.6x                   10.3x                   9.4x               9.5x
  Valuation M etrics

                         Dividend       2020E       0.8%               0.4%                   0.0%                   0.0%               0.0%
                           Y ield
                                        2021E       1.0%               0.8%                   0.0%                   0.1%               0.0%

                              P / N AVPS            1.5x               0.7x                   0.7x                    0.8x               1.0x

____________________
Source: FactSet as of 19 August 2020.

Agyapa Royalties | Investor Presentation                                                                                                           32
Annexures

Agyapa Royalties | Investor Presentation   33
Royalty Companies From Around The World

                                          34
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