Annual Information Form

for the year ended December 31, 2012



Dated March 21, 2013











TABLE OF CONTENTS



|CAUTIONARY NOTE REGARDING FORWARD
    LOOKING STATEMENTS                | 3 
|----------------------------------------------------------------------- | --
|CAUTIONARY NOTE TO UNITED STATES INVESTORS                              | 3 
|CORPORATE STRUCTURE                                                     | 4 
|GENERAL DEVELOPMENT OF THE BUSINESS                                     | 5 
|Overview of Business                                                    | 5 
|Recent History                                                          | 5 
|DESCRIPTION OF THE BUSINESS                                             | 17
|General                                                                 | 17
|Gold Production and
    Sales                                           | 17
|Specialized Skill and
    Knowledge                                     | 17
|Competitive Conditions                                                  | 17
|Employees                                                               | 17
|Foreign Operations                                                      | 18
|Health, Safety and
    Environmental                                    | 18
|Technical Information                                                   | 18
|Mineral Properties                                                      | 19
|Mineral Resource and
    Mineral Reserve Estimates                      | 19
|Mining Concessions
    and Environmental Licenses                       | 22
|Material Mineral Properties                                             | 22
|Turmalina Mining Complex                                                | 22
|Paciência Mining
    Complex                                            | 30
|Caeté Mining
    Complex                                                | 39
|Gurupi Project                                                          | 47
|RISK FACTORS                                                            | 56
|DIVIDENDS                                                               | 63
|DESCRIPTION OF CAPITAL STRUCTURE                                        | 63
|MARKET FOR SECURITIES                                                   | 64
|DIRECTORS AND EXECUTIVE OFFICERS                                        | 65
|INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL
    TRANSACTIONS          | 69
|TRANSFER AGENTS AND REGISTRAR                                           | 70
|MATERIAL CONTRACTS                                                      | 70
|INTERESTS OF EXPERTS                                                    | 71
|ADDITIONAL INFORMATION                                                  | 72
|APPENDIX A CHARTER OF THE AUDIT COMMITTEE
    OF THE BOARD OF DIRECTORS | 73



2







CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS



This Annual Information Form contains forward-looking
statements within the meaning of Section 27A of the United States Securities Act of 1933, as amended and Section 21E of the United
States Exchange Act of 1934, as amended and forward-looking information as defined under applicable Canadian securities legislation
(collectively, “forward-looking statements”). These forward-looking statements relate to, among other things, the
objectives, goals, strategies, beliefs, intentions, plans, estimates and outlook of Jaguar Mining Inc. (“Jaguar” or
the “Company”).



Forward-looking statements can generally
be identified by the use of words such as “believe,” “anticipate,” “expect,” “intend,”
“plan,” “goal,” “will,” “may,” “target,” “potential” and
other similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of future
events or circumstances are forward-looking statements. Forward-looking statements are based on estimates and assumptions made
by Jaguar in light of its experience and perception of historical trends, current conditions and expected future developments,
as well as other factors Jaguar believes are appropriate in the circumstances. These estimates and assumptions are inherently
subject to significant business, economic, competitive and other uncertainties and contingencies, many of which, with respect
to future events, are subject to change. Although Jaguar believes that the expectations reflected in such forward-looking statements
are reasonable, undue reliance should not be placed on such statements.



In making the forward-looking statements
in this Annual Information Form, Jaguar has made several assumptions, including, but not limited to assumptions concerning: production
costs; the geological interpretation and statistical inferences or assumptions drawn from drilling and sampling analysis that
are involved in the calculation of Mineral Reserves and Resources; that there is no material deterioration in general business
and economic conditions; that there is no unanticipated fluctuation of interest rates and foreign currency exchange rates; that
the supply and demand for, deliveries of, and the level and volatility of prices of gold as well as oil and petroleum products
develop as expected; that Jaguar receives regulatory and governmental approvals for its development projects and other operations
on a timely basis; that Jaguar is able to obtain financing for its development projects on reasonable terms; that there is no
unforeseen deterioration in Jaguar’s costs of production or Jaguar’s production and productivity levels; that Jaguar
is able to procure mining equipment and operating supplies in sufficient quantities and on a timely basis; that engineering and
construction timetables and capital costs for Jaguar’s development and expansion projects are not incorrectly estimated
or affected by unforeseen circumstances; that costs of closure of various operations are accurately estimated; that unforeseen
changes to the political stability or government regulation in the country in which Jaguar operates do not occur; that there are
no unanticipated changes to market competition, that Jaguar’s reserve estimates are within reasonable bounds of accuracy
(including with respect to size, grade and recoverability) and that the geological, operational and price assumptions on which
these are based are reasonable; that Jaguar realizes expected premiums over London Metal Exchange cash and other benchmark prices;
and that Jaguar maintains its ongoing relations with its employees, affected communities, business partners and joint venturers.



Actual results may differ materially from
those expressed or implied in the forward-looking statements contained in this Annual Information Form. Important factors that
could cause actual results to differ materially from these expectations are discussed in greater detail under the heading “Risk
Factors” in this Annual Information Form. When relying on forward-looking statements to make decisions with respect
to Jaguar, carefully consider these risk factors and other uncertainties and potential events. Jaguar undertakes no obligation
to update or revise any forward-looking statement, except as required by law.



CAUTIONARY NOTE TO UNITED STATES INVESTORS



U.S. investors should be aware that Jaguar
is a Canadian issuer that is permitted, under a multijurisdictional disclosure system adopted by the United States and Canada,
to prepare its disclosure documents in accordance with Canadian disclosure standards. Such requirements are different from those
of the United States.



Unless otherwise indicated, all reserve
and resource estimates included in this Annual Information Form have been prepared in accordance with National Instrument 43-101
- Standards of Disclosure for Mineral Projects (“NI 43-101”) and the CIM classification system. NI 43-101 is a rule
developed by the Canadian Securities Administrators (“CSA”) that establishes standards for all public disclosure a
Canadian issuer makes of scientific and technical information concerning mineral projects.



3







Canadian standards, including NI 43-101,
differ significantly from the requirements of the Securities and Exchange Commission (the “SEC”), and reserve and
resource information contained in this Annual Information Form may not be comparable to similar information disclosed by U.S.
companies. In particular, and without limiting the generality of the foregoing, this Annual Information Form uses the terms “Measured
Resources,” “Indicated Resources” and “Inferred Resources.” U.S. investors are advised that, while
such terms are recognized and required by Canadian securities laws, the SEC does not recognize them. Under U.S. 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. U.S. investors are cautioned not to assume that
any part of the “Measured Resource” or “Indicated Resource” will ever be converted into a “Reserve.”
U.S. investors should also understand that “Inferred Resources” have a great amount of uncertainty as to their existence
and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of “Inferred
Resources” exist, are economically or legally mineable or will ever be upgraded to a higher category. Under Canadian securities
laws, estimated “Inferred Resources” may not form the basis of feasibility or pre-feasibility studies except in rare
cases. Disclosure of “contained ounces” in a Mineral Resource is also permitted disclosure under Canadian securities
laws. However, the SEC normally only permits issuers to report mineralization that does not constitute “Reserves”
by SEC standards as in-place tonnage and grade, without reference to unit measures. The requirements of NI 43-101 for identification
of “Reserves” are also not the same as those of the SEC, and Reserves reported in compliance with NI 43-101 may not
qualify as “Reserves” under SEC standards. Accordingly, information concerning mineral deposits set forth may not
be comparable with information made public by companies that report in accordance with U.S. standards.



CORPORATE STRUCTURE



Jaguar was incorporated on March 1, 2002
pursuant to the Business Corporations Act (New Brunswick). On March 30, 2002, Jaguar issued initial common shares to Brazilian
Resources, Inc. (“Brazilian”) and IMS Empreendimentos Ltda. (“IMS”) in exchange for property. In that
transaction, Brazilian contributed to Jaguar all of the issued and outstanding shares in Mineração Serras do Oeste
Ltda. (“MSOL”), a Brazilian mining company that controlled the mineral rights, concessions and licenses to certain
property located near the community of Sabará, east of Belo Horizonte in the state of Minas Gerais, Brazil (the “Sabará
Property”), and IMS contributed to Jaguar a 1,000-tonne per day production facility also located east of Belo Horizonte
near the community of Caeté and the mineral rights to a nearby property related to National Department of Mineral Production
(“DNPM”) Mineral Exploration Request no. 831.264/87 and DNPM Mineral Exploration Request nos. 830.590/83 and 830.592/83
(the “Rio de Peixe Property”). Jaguar was continued into Ontario in October 2003 pursuant to the Business Corporations
Act (Ontario) and currently is a corporation existing under the laws of Ontario.



On October 9, 2003, pursuant to an amalgamation
agreement dated July 16, 2003, Jaguar amalgamated with Rainbow Gold Ltd. (“Rainbow”), a New Brunswick corporation
and a then inactive reporting issuer listed on the TSX Venture Exchange (the “TSX-V”), through a reverse take-over.
The amalgamated entity adopted the name “Jaguar Mining Inc.” Jaguar was approved for listing on the TSX-V on October
14, 2003 and began trading on October 16, 2003. Jaguar subsequently graduated from the TSX-V to the Toronto Stock Exchange (the
“TSX”) and began trading on the TSX on February 17, 2004 under the symbol “JAG”. On July 23, 2007, trading
of Jaguar’s common shares commenced on the NYSE Arca Exchange (“NYSE Arca”) under the symbol “JAG”.
In July 2009, Jaguar received approval from the New York Stock Exchange (“NYSE”) to transfer the trading of its common
shares from the NYSE Arca to the NYSE. Trading on the NYSE began on July 6, 2009, also under the symbol “JAG”.



Jaguar’s principal executive office
is located at Rua Levindo Lopes 323, Funcionários, Belo Horizonte, Minas Gerais, CEP 30140-170, Brazil. In 2012, Jaguar’s
registered office was moved from 100 King Street West, Suite 4400, 1 First Canadian Place, Toronto, Ontario, M5X 1B1, Canada to
155 Wellington Street West, Toronto, Ontario, M5V 3J7, Canada. As at the date of this Annual Information Form, Jaguar’s
registered office is located at 67 Yonge Street, Suite 1203, Toronto, Ontario M5E 1J8, Canada. Jaguar also has an administrative
office located at 122 North Main Street, 2nd Floor, Concord, New Hampshire, 03301, USA, which it intends to close at
the end of March 2013. Jaguarhas three wholly-owned direct subsidiaries, MSOL, Mineração Turmalina Ltda.
(“MTL”) and MCT Mineração Ltda. (“MCT”), all incorporated under the laws of the Republic
of Brazil. The registered and head office of each of MSOL, MTL and MCT is located at Rua Levindo Lopes 323, Funcionários,
Belo Horizonte, Minas Gerais, CEP 30140-170, Brazil.



4







GENERAL DEVELOPMENT OF THE BUSINESS



Overview of Business



Jaguar is a gold mining company currently
engaged in gold production and in the acquisition, exploration, development and operation of gold mineral properties in Brazil.
Jaguar plans to grow organically through the expansion of its existing operations and advancement of its exploration properties.
In addition, Jaguar may consider the acquisition and subsequent exploration, development and operation of other gold properties.



Jaguar’s three mining complexes,
Turmalina, Paciência and Caeté, are located in or adjacent to the Iron Quadrangle region of Brazil, a greenstone
belt located east of the city of Belo Horizonte in the state of Minas Gerais. Jaguar’s portfolio also includes the Gurupi
Project in the state of Maranhão and the Pedra Branca Project in the state of Ceará.



Recent History



The following is a description of Jaguar’s
most significant events over the past few financial years.



Turmalina Mining Complex – Geo-Mechanical
Issues, Change in Mining Methods, Operational Review and Added Resources



The Turmalina mining complex consists of
an underground mine and a carbon-in-pulp (“CIP”) processing plant (the “Turmalina Plant”). The Turmalina
Plant was commissioned in November 2006 and commercial production was declared in August 2007.



During 2010, Jaguar encountered geo-mechanical
issues at level 3 in Ore Body A of the mine, which resulted in dilution averaging more than double the anticipated level. Jaguar
initiated steps to convert the mining method at Turmalina from selective stoping to cut-and-fill in Ore Body A in the second quarter
of 2010 and in early 2011 the conversion of mining methods was completed. As part of this effort, Jaguar elected to deploy additional
personnel and equipment to accelerate underground development in Ore Body A.



During 2012, an operational review of the
Turmalina operation determined that operational overhead could be reduced and productivity improved without impacting long-term
production capability. It was also determined to transition the operation to smaller ore and waste development headings, reduced
stope dimensions and new ground control methodologies in order to improve head grade over historical results through reduced dilution.
The new ground control methodology is progressing and work is ongoing on the transition toward smaller ore and waste development
headings. The changes are being implemented concurrently with continuing operations and are expected to reduce the cash operating
cost per ounce and allow for increased and more predictable ounce production.



Gold production at Turmalina was 37,840
ounces in 2012, 61,400 ounces in 2011 and 59,481 ounces in 2010. Production was lower in 2012 due to instability of the hanging
and footwalls leading to poor ground conditions in the wider zone of Turmalina’s Ore Body A. These issues are being addressed
as described above.



Underground development at the Turmalina
mine totaled 8.7 kilometers in 2012, 8.2 kilometers in 2011 and 5.9 kilometers in 2010. During 2012, a total of 21.7 kilometers
of underground delineation drilling was performed at the mine.



5







Exploration efforts during 2010 and 2011
were concentrated on three refractory ore deposits located near the Turmalina mine, namely: Faina, Pontal and Zone D. Jaguar drilled
a total of 46,090 meters in 226 drill holes to delineate these targets. After the completion of the exploration program, Jaguar
engaged TechnoMine Services, LLC (“TechnoMine”) to prepare a NI 43-101 compliant statement of resources technical
report for the Faina, Pontal and Body D targets. The technical report, which was filed on SEDAR on November 9, 2011, added 276,850
ounces of Measured and Indicated Mineral Resources and 127,820 ounces of Inferred Mineral Resources to the Turmalina mineral resource
estimate.



Additional exploration activity during
2011 included a 5,800-meter drilling program to test the continuity of Ore Bodies A and B to a depth of 250 meters beneath currently
known mineral resources. This program returned encouraging intercepts for Ore Bodies A and B at increasing depths. During 2012,
a total of 878 meters were completed in 10 drill holes at the Faina target during 2012 as part of a surface diamond drilling campaign.
Jaguar plans to update its NI 43-101 compliant resource estimate for the Turmalina mining complex during 2013.



Paciência Mining Complex –
Added Resources, Ball Mills Issues, Care and Maintenance



The Paciência mining complex consists
of an underground mine (Santa Isabel) and a CIP processing plant (the “Paciência Plant”). The Paciência
Plant was commissioned in April 2008 and commercial production was declared in December 2008. In December of 2008, Jaguar began
hauling ore from the Pilar mine located in the Caeté mining complex (described below) to the Paciência Plant 130
kilometers away. In July and August of 2009, Jaguar completed the development of the Palmital and Marzagão mines and started
to process ore from both mines at the Paciência Plant, which has the capacity to process 2,000 tonnes of ore per day. During
late 2010, Jaguar ceased to process ore that it hauled from the Pilar mine at the Paciência Plant as this material was re-directed
to the Caeté mining complex.



The Paciência operations have faced
significant and increasing challenges since inception. In late September 2011, one of the ball mills at the Paciência Plant
began to experience mechanical problems from excessive vibration in the pinion bearing housing. In early October 2011, Jaguar
shut down the mill so it could repair and align the drive components, motor and mill gear box. Concurrent with the initiation
of the repairs to this ball mill, a second ball mill began to experience similar mechanical issues. Several consulting groups
and engineers were engaged to determine the cause of the mechanical failures and to engineer a remediation plan for both ball
mills. Recommended changes and adaptations to the drive components of the ball mills were implemented in phases and caused periodic
interruption of milling operations during the fourth quarter of 2011.



Operational reviews during early 2012 determined
that a complete remediation plan would best be accomplished by placing the operations on temporary care and maintenance until
the necessary underground infill and extension drilling, engineering design and structural changes have been implemented in the
mines. As a result, the transition of the Paciência operation to care and maintenance was completed during the third quarter
of 2012. Total manpower was reduced from 543 to 31. The remaining personnel are handling necessary maintenance functions.



The remediation plans for Paciência
will include a comprehensive underground drilling and development program to delineate and prepare reserves for mining. Additionally,
the mining configuration will be changed to suit the narrow vein nature of the resource by introducing sized equipment for smaller
and flat back parallelogram development headings, reduced stope dimensions and building the developed reserve inventory prior
to restarting the plant. Implementation of the plan is expected to result in improved productivity per ounce, reduced mining dilution,
reliable and predictable production forecasts, and significant reductions in cash costs per ounce when the mines return to production.
The Company has not established a timeframe to complete the Paciência remediation plans and restart production as it intends
to focus in 2013 on optimizing production and costs at the Turmalina and Caeté operations.



Gold production at Paciência was
9,987 ounces in 2012, 39,581 ounces in 2011 and 59,287 ounces in 2010. Underground development at the Paciência mines totaled
2.7 kilometers in 2012, 8.8 kilometers in 2011 and 7.0 kilometers in 2010. During 2012, a total of 10,043 meters of underground
delineation drilling was completed at the Santa Isabel mine.



In 2010, Jaguar drilled a total of 19,023
meters in 175 surface and underground drill holes at the Marzagão (NW1) and Bahú (NW3-Quati) targets, which are
located on the same shear zone as the Santa Isabel ore body and possess similar geological and mineralization characteristics.



6







During 2011, Jaguar drilled a total of
16,980 meters in 135 drill holes at the Bahú target. Encouraging results confirmed the down plunge continuity of the mineralization
from the outcrop in the open pit-bottom to over 200 meters beneath surface. The mineralized structure is open at depth. Additional
deep drilling was performed from an underground exploration drift developed from Level 4 at the Santa Isabel mine. From collar
positions along a 530-meter exploration drift, 4,962 meters were completed in 28 drill holes to delineate the extension of the
ore bodies below Level 5 of the Santa Isabel mine. Also in 2011, additional underground drilling was conducted at Marzagão.
This program focused on Level 2 to delineate a new ore panel 50 meters below present mining. A total of 2,610 meters were drilled
in 29 drill holes. Results from both drilling programs confirmed the plunge extension of the ore bodies.



Jaguar also filed a NI 43-101 compliant
technical report in 2011 on a number of targets located within the Paciência mining complex. This technical report was prepared
by TechnoMine and added 201,100 ounces of Measured and Indicated Resources and 38,860 ounces of Inferred Resources to the Paciência
mineral resource estimate.



During 2012, Jaguar drilled a total of
11,601 meters in 88 drill holes at the Santa Isabel, Marzagão and Ouro Fino mines. The results of this drilling campaign,
which were incorporated to Paciência’s 2012 mineral resource and reserve reconciliation, confirm the plunge extension
of the ore bodies.



Jaguar plans to update its NI 43-101 compliant
resource estimate for the Paciência mining complex during 2013.



Caeté Mining Complex –
Production, Added Resources, Operational Review



The Caeté mining complex is composed
ofthe Roça Grande and Pilar mines and a CIP processing plant (the “Caeté Plant”). The Caeté
Plant was commissioned in June 2010 and commercial production was declared in October of 2010. Operations at the Caeté
Plant were temporarily suspended in October 2010 to replace the tailings discharge pump system, which had failed during commissioning.



During 2012, an operational review of the
Caeté operation determined that operational overhead could be reduced and productivity improved without impacting long-term
production capability. It was also determined to transition the operation to smaller ore and waste development headings, reduced
stope dimensions and new ground control methodologies in order to improve head grade over historical results through reduced dilution.
The new ground control methodology is progressing and work is ongoing on the transition toward smaller heading. The changes are
being implemented concurrently with continuing operations and are expected to reduce the cash operating cost per ounce and allow
for increased and more predictable ounce production.



Gold production at Caeté was 54,996
ounces in 2012, 54,783 ounces in 2011 and 19,099 ounces in 2010. Underground development at the Caeté mines totaled 8.4
kilometers in 2012, 7.8 kilometers in 2011 and 5.9 kilometers in 2010. During 2012, a total of 30,426 meters of underground delineation
drilling was performed at the Roça Grande and Pilar mines.



In 2010, Jaguar drilled a total of 9,649
meters in 84 surface drill holes at targets near the Caeté Plant. Late in 2010 and during 2011, Jaguar completed a deep
drilling program at the Pilar mine to confirm the continuity of the structure down to Level 11, approximately 860 meters from
surface. A total of 12,574 meters were completed in 44 holes from this new exploration drift. Significant intercepts of gold mineralization
have been identified at depth, confirming the down plunge continuity to 120 meters below current mining levels.



In June 2011, Jaguar filed a NI 43-101
compliant technical report on a number of targets located within the Caeté mining complex. This technical report was prepared
by TechnoMine and added 159,250 ounces of Measured and Indicated Resources and 92,040 ounces of Inferred Resources.



During the third quarter of 2012, Jaguar
completed a first-stage diamond drilling campaign at the Moita target, located four kilometers NW of the Caeté Plant. The
campaign, which comprised of 1,115 meters in 16 drill holes, was performed to test a 400 meters by 50 meters mineralized zone
delineated by soil sampling and trenching, within hydrothermally altered metasediments hosted by a shear zone. Drilling results
confirmed the SE down-plunge extension of the mineralization.



7







During 2012, an additional 345 holes totaling
30,422 meters were drilled at the Pilar and Roça Grande mines. Jaguar plans to update its NI 43-101 compliant resource
estimate for the Caeté mining complex during 2013.



Gurupi Project – Completion of Feasibility Study, Environmental
Licensing, Added Resources



Jaguar acquired 100% of MCT, which holds
all of the mineral licenses for the Gurupi Project, from an indirect, wholly-owned subsidiary of Kinross Gold Corporation (“Kinross”)
on December 2, 2009. In connection with the acquisition, Kinross also granted a right of first refusal to Jaguar on an adjacent
exploration property. In the fall of 2012, Jaguar received a notice from Kinross relating to such adjacent property in connection
with its right of first refusal. After evaluating the offer being made to Kinross, and other relevant factors, Jaguar elected
not to exercise its right of first refusal.



In May 2010, Jaguar completed and filed
a pre-feasibility study for the Gurupi Project, which was prepared by AMEC Americas Limited (“AMEC”).



In January 2011, Jaguar completed a NI
43-101 feasibility study, which was prepared by TechnoMine. At an assumed gold price of US$1,066 per ounce, the feasibility study
estimated 69,887,500 tonnes of Indicated Mineral Resources at an average grade of 1.12 grams per tonne totaling 2,518,170 ounces
of gold and 18,676,700 tonnes of Inferred Mineral Resources at an average grade of 1.03 grams per tonne totaling 616,630 ounces
of gold. Probable Reserves, which are included in the reported mineral resource estimate, were estimated at 63,756,700 tonnes
at an average grade of 1.14 grams per tonne totaling 2,327,930 ounces of gold. The average stripping ratio was estimated at 3.94.



The feasibility study included a technical
review of a well-tested process route that provides proven advantages over traditional semi-autogenously grinding.



During 2011, Jaguar continued with the
work for environmental licensing of the Gurupi Project. Jaguar received the Preliminary License (“LP”) in June 2011.
After the LP was granted, Jaguar completed part of the detailed engineering required to obtain the Installation License (“LI”).
In January 2012, Jaguar received the LI, which authorizes the construction of Gurupi’s processing plant. The licensing decision
for the tailings impoundment facility for the project is pending subject to the acquisition by Jaguar of the surface land rights
for their construction. Several land options are being considered and the Company is engaging in negotiations with land holders.



Between the third quarter of 2011 and the
second quarter of 2012, Jaguar conducted a comprehensive diamond drilling campaign at the Chega Tudo and Cipoeiro deposits within
the Gurupi Project. A total of 24,497 meters were drilled in 107 holes for 19,655 samples recovered. The drill results confirmed
the extension of the mineralization to depths of over 350 meters and 300 meters below surface at Chega Tudo and Cipoeiro, respectively.
Previous drilling programs, which included a total of 75,233 meters drilled in 543 holes, had confirmed the mineralization to
depths of approximately 130 meters at Chega Tudo and 170 meters at Cipoeiro. Gold mineralization at both the Chega Tudo and Cipoeiro
deposits remains open at depth.



Based on an analysis of the recent drilling
results, Jaguar increased its estimated Measured and Indicated Mineral Resources at its Gurupi Project by 40% to 3.52 million
ounces of gold. The Mineral Resources, stated at a cutoff grade of 0.21 g/t Au, include 46.66 million tonnes of Measured Resources
at 0.72 g/t Au and 95.98 million tonnes of Indicated Resources at 0.79 g/t Au.



The mineral resource estimates for the
Gurupi Project were carried out by Ms. Leah Mach, Principal Geologist, at SRK Consulting (“SRK”). Ms. Mach is an independent
Qualified Person in accordance with NI 43-101.



Work on a revised feasibility study for
the development of the Gurupi Project, which intends to incorporate the new drill results and resource estimates, is ongoing.
The Company anticipates that it will make a decision on the development plan, its timing and its financing plan following the
receipt of that study. Work on the Gurupi Project for 2013 has been delayed as Jaguar continues to focus its efforts on completing
the restructuring and implementation of the production programs at its operations in Minas Gerais.



8







While the Company has focused recent drilling
and exploration on the Chega Tudo and Cipoeiro deposits, the 100% Jaguar-owned Gurupi concession includes 12 additional identified
targets in 33 contiguous mineral rights totaling 141,525 hectares. These additional targets have not been included in any of the
Company's mineral resource estimates or feasibility studies related to the Gurupi Project to date. These targets have been identified
by favorable geology, structures, old artisan mine works, soil and channel sampling anomalies and exploration drilling, and represent
the potential for further increases in mineral resources at Gurupi.



During the third quarter of 2012, Jaguar
completed infill and extensional diamond drilling carried out over a 900-meter (along the strike) mineralized sector of one of
the 12 additional targets mentioned above. This target, known as the Mandiocal Target, is located approximately one kilometer
NW of Gurupi’s Chega Tudo deposit and represents the extension of its mineralized structure. The drilling results, in addition
to results obtained by drilling performed by the previous owners, confirm the deposit mineralization extend to the NW.



Pedra Branca Project – Exploration
and Acquisition of the Remaining 40% Interest



The Pedra Branca Project consists of mineral
rights to 11 exploration licenses and 15 pending licenses totaling approximately 41,578 hectares in a regional shear zone.



In 2010, Jaguar continued with an exploration
drilling program, which included extensive geological mapping, drainage and soil geochemistry, mapping of anomalous zones and
trenching. During 2011, the trenching program data was thoroughly analyzed in order to prioritize previously identified target
zones. Of the original 50 kilometer strike length, a stretch of the 15 kilometers of the gold-bearing shear zone containing 18
relevant high potential targets was identified. Amongst the 18 targets, the Mirador, Coelho, Queimadas and Igrejinha are considered
high priority targets where exploratory drilling has been performed, and returned results and geological data that delineate potential
for gold deposits.



On April 24, 2012, Jaguar executed an amendment
to the 2007 earn-in agreement with Xstrata plc (“Xstrata”) to acquire the remaining 40% interest in the Pedra Branca
Project. The Project, which was previously owned jointly by Jaguar and Xstrata on a 60/40 basis, is now 100% owned by Jaguar.
In accordance with the terms of the amendment, Jaguar committed to (i) cash consideration in the amount of $400,000 to be paid
in installments within the following year; (ii) a Net Smelter Royalty (“NSR”) of one percent (1%) payable to Xstrata
on future gold production; and (iii) rights of first refusal on any Base Metal Dominant Deposit (as defined in the amendment)
discovered. Upon such discovery, Xstrata may elect to form a new company owned 30% by Jaguar’s wholly owned subsidiary,
MSOL and 70% by Xstrata, by paying 300% of MSOL’s exploration expenditures incurred exclusively on the relevant Base Metal
Dominant Area of the property.



Sabará – Remained on Care
and Maintenance



During 2010, 2011 and 2012, Sabará
remained on care-and-maintenance.



The Sabará operation produced gold
from December 2005 to December 2009. This operation included the Sabará Zone A and Serra Paraíso open pit mines
from which oxide ore was processed at a 1,500 tonnes per day carbon-in-column (“CIC”) plant (the “Sabará
Plant”) located adjacent to the Zone A Mine. In early-2010, Jaguar deemed this operation to be a non-core facility and recorded
a charge against earnings of approximately $3.5 million for the fourth quarter of 2009. The charge represented the current book
value of the assets less an estimate of the equipment salvage value. During the fourth quarter of 2010, Jaguar recorded a $0.3
million charge to further reduce the estimated fair value of the Sabará facility to zero.



Restructuring and Turnaround Plan



On May 8, 2012, Jaguar announced the implementation
of a comprehensive restructuring and turnaround plan (the “Turnaround Plan”) to improve costs and efficiency at its
operations in the State of Minas Gerais, Brazil. The Turnaround Plan incorporated objectives and initiatives identified by management
and a number of expert industry consultants who were retained to assist with operational and cost improvements. Highlights of
the Turnaround Plan included:



9







| | · | As
                                                                                                          described above under
                                                                                                          Paciência Mining
                                                                                                          Complex, placing
                                                                                                          this operation on temporary
                                                                                                          care and maintenance
                                                                                                          pending on underground
                                                                                                          delineation drilling
                                                                                                          and mine development.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Reducing
                                                                                                          cost and improving productivity
                                                                                                          (operational adjustment
                                                                                                          program) at the Turmalina
                                                                                                          and Caeté operations
                                                                                                          by:
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | - | Focusing
                                                          on safety to reduce the Company’s lost time incident rate;
| | - | -----------------------------------------------------------------------------------------------------------------------------

| | - | Instituting
                                                          a ground control remediation plan to create a safer and more productive
                                                          mining environment;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | - | Employing
                                                          properly sized, cross section headings and excavations using correctly
                                                          sized equipment at Caeté and Turmalina to reduce dilution;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | - | Increasing
                                                          delineation drilling and advancing development; and
| | - | ------------------------------------------------------------------------------------------------------------------------

| | - | Utilizing
                                                          a zero-based evaluation of manpower levels in all aspects of the operations.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Targeting
                                                                                                          40% reduction in overhead
                                                                                                          and administrative costs
                                                                                                          across the Company.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Significant progress was made in the implementation
of various elements of the Turnaround Plan. Highlights of this progress include:



| | · | Paciência
                                                                                                          operation was placed
                                                                                                          on care and maintenance;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Implementation
                                                                                                          of new ground control
                                                                                                          system began in all
                                                                                                          operations;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | 26%
                                                                                                          reduction in total administrative
                                                                                                          expenses in 2012 compared
                                                                                                          to 2011; and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | 41%
                                                                                                          reduction in total headcount
                                                                                                          from 2,197 to 1,290,
                                                                                                          including the following:
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | - | 21%
                                                          reduction in headcount at the Turmalina operation;
| | - | ----------------------------------------------------------------------------------------------------------------

| | - | 15%
                                                          reduction in headcount at the Caeté operation;
| | - | ------------------------------------------------------------------------------------------------------------

| | - | 28%
                                                          reduction in administrative and support staff at the Belo Horizonte
                                                          head office; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | - | Successful
                                                          implementation of a revised purchasing system led by a new purchasing
                                                          manager.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Results from the cost reduction initiatives
were favourable. The Company’s cash operating cost per ounce declined by 28% from the first quarter of 2012 to the fourth
quarter of 2012. Cash operating cost per ounce at Turmalina and Caeté declined by 22% and 26%, respectively from the first
quarter 2012 to the fourth quarter 2012. Management expects to continue the downward trend in cash operating cost during 2013.



Jaguar is working towards completing the
last stages of the restructuring phase of the Turnaround Plan. Parallel to this effort is a focus on the implementation of the
turnaround plan which is based on the 2013 budget. Key activities include continued focus on safety, further optimization of the
workforce and manpower levels, completing the conversion to properly scaled mining methodology and continued emphasis on advanced
development and definition drilling. A general Human Resources/Community Social Responsibility review has been initiated by the
Company with a search underway for a new chief administration officer to complete the last portion of the Turnaround Plan. Current
activities at each of the mining complexes demonstrate that the operations are well on their way to meeting budgeted costs and
production targets. Jaguar believes the successful implementation of these programs will enable it to further reduce cash operating
cost per ounce and deliver positive cash flow from operations in 2013 at budgeted gold prices of $1,600 per ounce.



Changes in Mining Methods



Historically, access to the Company’s
ore bodies has been through 5 meter by 5 meter decline ramps, haulages, crosscuts and stope development headings to accommodate
30 tonne conventional and articulated dump trucks and matching loading equipment in the stoping horizon using a modified bench
cut and fill mining technique. In some places, these excavations have been prone to ground control issues, which tend to compromise
excavation integrity and lead to increased safety risks and the production of excessive quantities of development waste.



10







As a result of the evaluation of ground
stability and control by external consultants, a comprehensive plan has been put to work based on determination of operational
adjustments required to optimize excavation stability and support. Detailed analyses of root causes of ground control issues were
undertaken.



Factors that determine excavation stability
were identified in extensive discussions with mine and technical services staff, including the sensitivity of potentially weak
planes to bending deflection, failure mechanisms in drifts and stopes, integration of rock reinforcement and surface support in
drifts and stopes, effective installation of support, excavation size, shape and orientation, drilling accuracy and blasting control.
Practical ground stability and control objectives were defined which included stopping undue ground displacement in good time,
accurately delineating objective ore zones, using properly scaled equipment, drilling accurately and controlling blasting to avoid
over-break and breaching of walls, identifying and deploying the appropriate equipment to ensure effective installation of support
and installing all elements of support in a timely and efficient manner.



The Company will continue in the following
year to investigate the optimum size of excavations to keep ore dilution to controllable limits. With the changes in operations
parameters, the size and dimension of the excavations on ore will be designed in a manner that does not compromise the hanging
wall and footwall contacts. The objective is to reduce dilution by a minimum of 25%. Additional benefits are also expected including,
but not limited to, ground control accessories reduction (due to smaller profile of drifting), improved geological control, reduced
ventilation costs, reduced development costs, reduced equipment costs, improved efficiencies in mining cycles, improved safety
of operations (due to new equipment and operational techniques) and reduced milling costs on a per ounce milled basis.



With the change in operating philosophy,
the size of excavations in the ore will be reduced to approximately 3.0 meters by 3.5 meters and the new trapezoidal shape of
the excavations will ensure that the hangingwall and footwall units will not be compromised. The Company believes these measures
have the potential to reduce mining dilution significantly. Additional benefits are expected, including, but not limited to, reduced
support costs, reduced ventilation costs, reduced development costs, reduced equipment costs and reduced milling costs on a per
ounce basis.



Jaguar will continue to investigate and
implement optimum size of excavations and adequate size of equipment during 2013 in order to minimize cash expenditure and maximize
cash flow.



Corporate Transactions



On February 9, 2011, Jaguar closed a private
offering of US$103.5 million aggregate principal amount of 5.5% senior unsecured convertible notes (the “2011 Notes”),
for net proceeds of approximately US$99.3 million. Merrill Lynch, Pierce, Fenner and Smith Incorporated acted as sole book-runner
and RBC Capital Markets, LLC acted as co-manager for the offering. The 2011 Notes were issued pursuant to an indenture (the “2011
Indenture”) dated February 9, 2011 between Jaguar and the Trustees. The 2011 Notes are unsecured, senior obligations of
Jaguar. The 2011 Notes bear interest at a rate of 5.5% per annum, payable semi-annually in arrears on March 31 and September 30
each year, beginning on September 30, 2011 and will mature on March 31, 2016. The 2011 Notes have an initial conversion rate of
132.4723 Jaguar common shares per $1,000 principal amount of converted notes, representing an initial conversion price of approximately
US$7.55 per common share, which was approximately 137.5% of the closing price of Jaguar common shares on the NYSE on February
3, 2011. The conversion rate is subject to certain anti-dilution adjustments and adjustments in connection with specified corporate
events. The 2011 Notes are convertible any time prior to maturity. Upon conversion, Jaguar may, in lieu of delivering common shares,
elect to pay or deliver, as the case may be, cash or a combination of cash and common shares, in respect of the converted notes.
Jaguar will be required to make an offer to repurchase the 2011 Notes for cash upon the occurrence of certain change of control
transactions and other fundamental changes as described in the 2011 Indenture.



11







On December 17, 2012, Jaguar entered into
a US$30 million standby credit facility (the “Credit Facility") with Renvest Mercantile Bancorp Inc. through its Global
Resource Fund (the “Lender”). On January 25, 2013 (the “Closing Date”), Jaguar made an initial drawdown
of US$5 million (the “Initial Drawdown”).



According to the terms of the Credit Facility,
interest will be applied to the outstanding balance of all amounts drawn down from the Credit Facility at a fixed rate of eleven
percent (11%) per annum, payable monthly in arrears. In addition, Jaguar will pay the Lender a monthly standby fee in cash, equal
to 0.2% of the undrawn balance of the Credit Facility, until the Credit Facility is terminated, fully drawn down, or has expired.
Jaguar will be permitted, in one or more drawdowns, to draw down the balance of the Credit Facility for a period of 12 months
from the Closing Date. All drawdowns from the Credit Facility will be fully due and payable 18 months following the Closing Date.
Jaguar will pay the Lender a drawdown fee (the “Drawdown Fee”) on all drawdowns (i.e. the Initial Drawdown and all
subsequent drawdowns) on the date of the respective drawdown equal to (i) 2% of the amount of the respective drawdown payable
in cash and (ii) a number of common shares of Jaguar equal to 2% of the amount of the respective drawdown.



Pursuant to the terms of the Credit Facility,
the Lender received an upfront fee (the “Upfront Fee”) on the Closing Date equal to: (i) a cash fee of US$50,000,
being 1% of the amount of the Initial Drawdown, (ii) 450,000 common shares of Jaguar, and (iii) a cash fee of US$250,000, being
1% of the value of the Credit Facility less the Initial Drawdown (i.e. 1% of US$25 million). As such, the Lender received an aggregate
Drawdown Fee and Upfront Fee equal to 570,919 common shares in the capital of Jaguar and US$400,000 in cash.



The remaining US$25 million under the Credit
Facility will be available to be drawn down by the Company once certain of the remaining security has been registered. The Company
is taking steps to register the remaining security, but due to jurisdictional issues raised by local security registries in certain
municipalities in Brazil, there can be no assurances that such security will be registered within the timeframe prescribed by
the Credit Facility.  The failure to register the remaining security within such timeframe will result in a default by the
Company of its covenants under the Credit Facility.  Jaguar intends to use the proceeds from the Initial Drawdown and any
subsequent drawdowns from the Credit Facility for working capital related to its Turmalina, Paciência or Caeté mining
projects in Brazil.



Refining Services



Prior to July 2010, refining services were
provided to Jaguar by AngloGold Ashanti. Since July 2010, Jaguar’s subsidiaries MSOL and MTL executed a contract with a
São Paulo-based precious metals refiner for pre-treatment, foundry, sampling, testing and refining of the gold produced
at Jaguar’s Turmalina, Paciência and Caeté operations. The refining company is a leading global materials technology
group.



Contracts for Sale of Products



Jaguar sells its refined gold through reputable
international banks and metals traders at prevailing world spot prices. The gold is transferred from the refining facility in
armored car services to these international banks and metals traders at the time of shipment. As of December 31, 2012, Jaguar
had no gold hedges in place.



Strategic Review Process



On May 8, 2012, Jaguar announced that the
special committee (the “Special Committee”) of the Company's board of directors (the “Board”) had concluded
its strategic review process respecting the possible change of control of Jaguar. Despite the Special Committee’s extensive
efforts, the process did not result in a change of control transaction.



The strategic review process was announced
by Jaguar on November 16, 2011 in response to a media report of a change of control proposal from the Shandong Gold Group (“Shandong”).
Immediately following the issuance of that release, Jaguar established the Special Committee comprised exclusively of independent
directors to take primary responsibility for the process, and retained J.P. Morgan Securities, LLC (“JP Morgan”) and
Davies Ward Phillips & Vineberg LLP as financial and legal advisors, respectively, to assist the Special Committee and the
Board in completing the process.



12







When the proposal was received from Shandong
in November 2011, the Board determined that it was not in the best interests of the Company and its shareholders to accept that
proposal. The Shandong proposal was structured so as to effectively provide Shandong with an option to purchase the Company as
it conducted due diligence and sought government approvals, including those required in China, while preventing the Company from
exploring other alternatives. In addition to Shandong, two other parties, including the North American based mining company referred
to below, had expressed interest in acquiring the Company in the fall of 2011. These interested parties emerged as a result of
the Company's practice of maintaining contact with various mining companies who might be interested in acquiring the Company if
the opportunity arose.



As part of the process, the Company and
its financial advisor contacted or received contact from 22 parties regarding a potential change of control or other strategic
transaction. Five of those parties executed confidentiality agreements and were provided access to an extensive data room. Three
of those partiesconducted site visits in Brazil. Throughout this process, the Special Committee held 17 formal meetings
and had numerous, frequently daily, informal discussions and communications.



Ultimately, one party, a North American
based mining company, expressed a serious intention to pursue an acquisition of the outstanding shares of Jaguar, whilst other
parties expressed interest in acquiring assets of the Company. In early February, that party provided a preliminary proposal regarding
the acquisition of Jaguar at a price of between US$8.20 and US$9.45 per share, conditional upon, among other things, the completion
of a diligence investigation of Jaguar.



Throughout February and March, that party
engaged in an extensive due diligence process, including site visits to Jaguar's projects from late February to early March, numerous
face to face or telephonic discussions with Company personnel, members of the Special Committee and the Company's financial advisor,
and extensive documentary diligence. That diligence process continued until early April.



In late March, that party was provided
with a form of the definitive agreement that the Company was prepared to enter into. After discussions between that party and
the Special Committee and its financial advisor, including a meeting between that party and two members of the Special Committee
in Toronto on April 11, 2012, that party notified the Company in the afternoon of April 13, 2012 that it had determined not to
proceed with an acquisition of the Company at this time.



Since its formation, the Special Committee,
directly and through the Company's financial advisor and other intermediaries, made persistent and repeated efforts to engage
with Shandong to determine if there was a basis for pursuing change of control discussions. On a number of occasions the Special
Committee offered to meet with representatives of Shandong in Hong Kong, Beijing or at any other locale of their choosing. Shandong
was not willing to be a participant in the formal strategic review process and did not respond to those efforts of the Special
Committee.



On April 3, 2012, representatives of Shandong,
through an intermediary, received the form of definitive agreement that the Company was prepared to enter into. However, the Company
did not receive any response from Shandong.



In response to media reports on April 12,
2012 that quoted a representative of Shandong as remaining interested in Jaguar, in the morning of April 13, 2012, a letter from
the Chairman of the Company to the Chairman of Shandong was provided to their counsel for presentation to Shandong. This letter
expressed the willingness of members of the Special Committee to travel to a location convenient to Shandong within the next 10
days to engage in direct senior level discussions to explore a mutually agreeable transaction.



On April 18, 2012, the Company provided
Shandong, through the Company's intermediary, a draft letter of intent and a form of exclusivity agreement under which the Company
would have entered into exclusive discussions with Shandong. On April 20, 2012, the Company's intermediary informed the Special
Committee that Shandong was considering those documents with its financial and legal advisors. A meeting between the Company's
intermediary and the Chairman of Shandong was scheduled for May 1, 2012. This meeting was subsequently rescheduled for May 7,
2012 as a result of the Labour Day holiday in China on May 1.



In the morning of May 8, 2012, Jaguar's
intermediary informed the Special Committee that it had been advised that Shandong determined not to proceed with further acquisition
discussions.



13







At a meeting in the morning of May 8, 2012,
the Board, based on a recommendation of the Special Committee, terminated the strategic review process for the possible change
of control of Jaguar.



The Special Committee believed that the
following factors contributed to the strategic review process not resulting in a change of control transaction:



| | · | The
                                                                                                          S&P TSX Global Gold
                                                                                                          index had declined by
                                                                                                          31%
                                                                                                          from November 15, 2011
                                                                                                          to the date that the
                                                                                                          strategic review process
                                                                                                          was terminated. A material
                                                                                                          decline in the equity
                                                                                                          prices of several of
                                                                                                          the prospective bidders
                                                                                                          for the Company, including
                                                                                                          the North American based
                                                                                                          mining company referred
                                                                                                          to above, had a negative
                                                                                                          impact on their willingness
                                                                                                          or ability to proceed;
                                                                                                          and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Jaguar
                                                                                                          was, and still is, continuing
                                                                                                          to address and resolve
                                                                                                          operational issues at
                                                                                                          its southern operations
                                                                                                          in Brazil.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Annual General Meeting and Changes to
Board of Directors



Jaguar held its 2012 annual general meeting
(“AGM”) in Toronto, Canada, on June 29, 2012. The six directors nominated by management were elected, however, each
of Messrs. John Andrews, Gil Clausen and Gary German received more “withheld” votes than votes “for”.



Despite Jaguar’s majority voting
policy not applying to contested director elections, following the AGM, each of Messrs. Andrews, Clausen and German offered up
their resignations from the Board.



Mr. German, who had been the Chairman of
the Board since shortly after Jaguar became a public company, stepped down as the Chairman. The Company appointed Mr. Richard
Falconer as the new Chairman.



On September 27, 2012, the Company announced
the appointment of Messrs. Frederick Hermann and Luis Ricardo Miraglia to its Board. The term of their appointment is until the
next annual general meeting of the Company at which time they will stand for election by the shareholders. Mr. Hermann has 30
years of mining industry experience, most recently as Chief Operating Officer for Breakwater Resources Ltd. (“Breakwater”)
and previously as the Chief Inspector of Mines for British Columbia. His areas of expertise include Health and Safety, Environment,
Productivity Improvement, Risk Management and Mitigation, and Crisis Management. Mr. Miraglia is a native of Minas Gerais, Brazil
with 18 years of experience in legal practice specializing in corporate law, mergers and acquisitions, project finance, infrastructure
projects and mining.



The appointment of Mr. Hermann and Mr.
Miraglia coincided with the departure of Mr. Gary German and Mr. John Andrews whose resignations, which were tendered on June
29, 2012, following the AGM, were accepted by the Board. Mr. Gil Clausen, who similarly offered to tender his resignation on June
29, 2012, remained on the Board based on the recommendation of the Corporate Governance Committee. It was the view of the Corporate
Governance Committee that retaining Mr. Clausen is in the best interest of the Company largely due to the extensive mining and
financial experience he possesses and diligently brings to bear on behalf of Jaguar.



Changes in Management



On December 6, 2011, Jaguar announced that
Daniel Titcomb was leaving his role as President and Chief Executive Officer effective immediately.
On an interim basis, Gary E. German, who was the Chairman of the Board at such time, together with two other independent Jaguar
directors, Gil Clausen and John Andrews, formed the Office of the Chairman to fulfil the duties of the Chief Executive Officer.



On January 11, 2012, Jaguar announced that
Rogério F. Fernandes had been appointed to succeed Lúcio Cardoso as the Chief Operating Officer of Jaguar following
Mr. Cardoso’s planned retirement at the end of January 2012. Mr. Fernandes is a native of Minas Gerais and has been involved
in the mining industry since 1981. Jaguar also announced that Adriano Luiz do Nascimento, Vice President of Exploration and Engineering,
retired from Jaguar, as had been planned, effective December 31, 2011.



On June 21, 2012, Jaguar appointed John
Andrews as interim chief executive officer, pending the appointment of a permanent chief executive officer. Mr. Andrews was a
director of the Company at the time. Concurrently with Mr. Andrews’ appointment, Jaguar dissolved the Office of the Chairman.



14







On July 13, 2012, Mr. Fernandes resigned
from his position due to health reasons. Mr. Álvaro Brandão, the Company's Vice President of Operations assumed
Mr. Fernandes’ responsibilities. Mr. Brandão is a mining engineer with more than 30 years of operating experience
in Brazil.



On September 10, 2012, Jaguar appointed
David M. Petroff as the new President and Chief Executive Officer of the Company effective immediately. Mr. Petroff joined the
Board at the same time. Mr. Petroff has nearly 30 years of experience in the mining industry. With the appointment of Mr. Petroff,
Mr. Andrews stepped down from the role of interim Chief Executive Officer.



On December 11, 2012, Jaguar appointed
Gordon J. Babcock as the Company’s new Chief Operating Officer effective early in 2013. On January 8, 2013, Mr. Babcock
became the Chief Operating Officer. Mr. Babcock is a professional engineer with over 32 years of mining experience.



On December 14, 2012, Jaguar appointed
Douglas Willock as the Company's new Chief Financial Officer effective in January 2013 following the resignation of James Roller
who left the Company to pursue other opportunities. On January 10, 2013, Mr. Willock became the Chief Financial Officer. Mr. Willock,
who was born in Brazil, has over 30 years of experience in corporate finance with leading Canadian and international investment
banks, as well as managing junior resource companies.



Shareholder Rights Plan



The limited duration Shareholder Rights
Plan (the “Shareholder Rights Plan”) adopted by the Board on March 21, 2012 expired on July 19, 2012.



The Shareholder Rights Plan, which was
scheduled to expire 120 days after its adoption, was intended to: (a) ensure, to the extent possible, that all holders of common
shares and the Board had adequate time to consider and evaluate any unsolicited take-over bid for the common shares; (b) provide
the Board with adequate time to identify, solicit, develop and negotiate value-enhancing alternatives, as considered appropriate,
to any such unsolicited take-over bid; (c) provide the Board with adequate time to continue to identify, solicit, develop and
negotiate value-enhancing transactions, as considered appropriate, as part of the Strategic Review Process; (d) encourage the
fair treatment of Jaguar's securityholders in connection with any unsolicited take-over bid made for its common shares; and (e)
generally assist the Board in enhancing shareholder value. The rights issued under the Shareholder Rights Plan would have become
exercisable if a person, together with its affiliates, associates and joint actors (all as defined in the Shareholder Rights Plan),
acquired or announced an intention to acquire beneficial ownership of Common Shares which, when aggregated with its current holdings,
totaled 20% or more of the Company's outstanding common shares (determined in the manner set out in the Shareholder Rights Plan)
without complying with the “Permitted Bid” provisions of the Shareholder Rights Plan or without approval of the Board.
In the event that the rights became exercisable, the rights would have entitled shareholders, other than the acquiring person
and its affiliates and associates and persons acting jointly or in concert with it, to purchase additional common shares at a
substantial discount to the market price of the Company's common shares at that time.



Daniel Titcomb Litigation



On June 28, 2012, the Company announced
that Mr. Daniel Titcomb had filed a lawsuit in the Merrimack Superior Court in the State of New Hampshire (the “NH Superior
Court”) against the Company and three of its directors in connection with the termination of his employment as the President
and Chief Executive Officer of the Company. Mr. Titcomb filed the lawsuit on March 27, 2012, but did not serve the lawsuit on
the Company or any of the directors at such time. On June 6, 2012, Mr. Titcomb filed a motion to extend the time for service of
the lawsuit. The Company learned of the lawsuit in late June 2012 when it received a notice from the NH Superior Court advising
the Company that it granted the motion to extend service. On September 7, 2012, the NH Superior Court accepted the application
filed by Mr. Titcomb on September 6, 2012 to voluntarily withdraw the lawsuit.



15







New York Stock Exchange Listing Standard



On August 3, 2012, Jaguar announced that
the NYSE had notified the Company that the closing price of its common shares on the NYSE over the past 30 days was less than
$1.00. The NYSE's continued listing standards require that the average closing price of a listed company’s common shares
be above $1.00 per share over a consecutive 30 trading-day period. As of July 31, 2012, the date of the NYSE notice, the 30 trading-day
average closing price of Jaguar’s common shares on the NYSE was $0.94 per share. Under the NYSE’s rules, Jaguar had
a period of six months to bring its share price and 30 trading-day average share price back above $1.00. During this period, Jaguar’s
common shares would continue to be listed and traded on the NYSE, subject to compliance with all other NYSE continued listing
requirements. On October 2, 2012, Jaguar received notification from the NYSE that as of the market close on September 28, 2012,
the Company was once again in full compliance with the minimum price continued listing standard. As of the market close on September
28, 2012, Jaguar’s share price was $1.20 and the average closing price over the previous 30 trading days was $1.16.



On December 3, 2012, Jaguar announced that
the NYSE had notified the Company that it had again fallen below its continued listing standard relating to the price of its common
shares. As of November 30, 2012, the date of the NYSE notice, the 30 trading-day average closing price of Jaguar's common stock
was $0.94 per share. As mentioned above, Jaguar has a period of six months to bring its share price and 30 trading-day average
share price back above $1.00. During this period, Jaguar’s common shares will continue to be traded on the NYSE, subject
to compliance with all other NYSE continued listing requirements.



Advance Notice By-Law



On March 20, 2013, the Board approved the
adoption of an advance notice by-law (the “By-law”) which requires advance notice to the Corporation in circumstances
where nominations of persons for election as a director of the Corporation are made by shareholders other than pursuant to: (i)
a requisition of a meeting made pursuant to the provisions of the Business Corporations Act (Ontario) (the “Act”);
or (ii) a shareholder proposal made pursuant to the provisions of the Act.



Among other things, the By-law fixes a
deadline by which shareholders must submit a notice of director nominations to the Corporation prior to any annual or special
meeting of shareholders where directors are to be elected and sets forth the information that a shareholder must include in the
notice for it to be valid.



In the case of an annual meeting of shareholders,
notice to the Corporation must be made not less than 30 nor more than 65 days prior to the date of the annual meeting; provided,
however, that in the event that the annual meeting is to be held on a date that is less than 50 days after the date on which the
first public announcement of the date of the annual meeting was made, notice may be made not later than the close of business
on the 10th day following such public announcement.



In the case of a special meeting of shareholders
(which is not also an annual meeting), notice to the Corporation must be made not later than the close of business on the 15th
day following the day on which the first public announcement of the date of the special meeting was made.



The By-law is effective as at the date
of approval by the Board. At the next meeting of shareholders, shareholders will be asked to confirm and ratify the By-law and
if the By-law is not confirmed at the meeting by ordinary resolution of shareholders, the By-law will terminate and be of no further
force and effect following the termination of the meeting.



The Corporation believes that adopting
the By-law is considered to be good corporate governance. The By-law facilitates an orderly and efficient annual or special meeting
process and it ensures that all shareholders receive adequate notice of director nominations with sufficient information with
respect to all nominees. This allows the Corporation and its shareholders to evaluate the proposed nominees' qualifications and
suitability as directors, which further allows shareholders to cast an informed vote for the election of directors.



16







DESCRIPTION OF THE BUSINESS



General



Jaguar is a gold mining company engaged
in gold production and in the acquisition, exploration, development and operation of gold mineral properties in Brazil. Jaguar
plans to grow organically through the expansion of its existing operations and the advancement of its exploration properties.
In addition, Jaguar may consider the acquisition and subsequent exploration, development and operation of other gold properties.



Jaguar’s three mining complexes,
Turmalina, Caeté and Paciência are located in or adjacent to the Iron Quadrangle region of Brazil, a greenstone belt
located east of the city of Belo Horizonte in the state of Minas Gerais. Jaguar’s portfolio also includes the Gurupi Project
in the state of Maranhão and the Pedra Branca Project in the state of Ceará.



Through its wholly-owned subsidiaries,
MSOL, MTL and MCT, Jaguar has interests in, and controls the mineral rights, concessions and licenses to the mineral resources
and reserves presented in Tables 1 and 2 under the section entitled “Mineral Resources and Reserves”.



All of Jaguar’s production facilities
are, or will be, near Jaguar’s mineral concessions and are accessible via existing roads. Jaguar believes it has an advantage
over other gold mine operators due to the clustered nature of its resource concessions and the proximity of its concessions to
its processing facilities and existing infrastructure.



Gold Production and Sales



Gold production
in 2012 totaled 102,823ounces at a cash operating cost of US$1,082 per ounce compared to 155,764
ounces at a cash operating cost of US$870 per ounce during 2011.



Gold sales in 2012 totaled 103,676 ounces
at an average price of US$1,663 per ounce compared to 155,525 ounces sold at an average price of US$1,563 per ounce in 2011.



Specialized Skill and Knowledge



Jaguar is staffed by an experienced senior
management team with extensive collective experience in mining, finance, and project management. Jaguar’s Chief Executive
Officer, David Petroff, has nearly 30 years of experience in the mining industry. Jaguar’s Chief Operating Officer, Gordon
Babcock, has over 30 years of experience in the mining industry worldwide. Jaguar’s Chief Financial Officer, Douglas Willock,
has over 30 years of experience in corporate financing with leading Canadian and international investment banks, as well as managing
junior resource companies. Wilson Miola, Jaguar’s Director of Engineering, has more than 35 years of experience in mining
and planning operations in Brazil and abroad.



Competitive Conditions



The gold exploration and mining business
is an intensely competitive business. Jaguar competes with numerous companies and individuals in the search for, and the acquisition
of, mineral licenses, permits and other mineral interests, as well as for the acquisition of equipment and the recruitment and
retention of qualified personnel. There is also significant competition for the limited number of gold property acquisition opportunities.
The ability of Jaguar to acquire gold mineral properties in the future will depend not only on its ability to develop its present
properties, but also on its ability to select and acquire suitable producing properties or prospects for gold development or mineral
exploration.



Employees



As at December 31, 2012, Jaguar had 1,290
employees, 1,286 of whom are based in Brazil.



17







Foreign Operations



All of Jaguar’s mineral projects
are owned and operated through its wholly-owned Brazilian subsidiaries, MSOL, MTL and MCT. Jaguar’s wholly-owned properties
are located in the states of Minas Gerais, Maranhão and Ceará in Brazil. Jaguar is entirely dependent on its foreign
operations for the exploration and development of gold properties and for production of gold.



Health, Safety and Environmental



Jaguar has safety as a core value and places
high priority on the welfare of its employees. Jaguar recognizes that employees are its most valuable asset. The new management
team is reinforcing safety as a core value in all of its decisions. Management believes that ongoing focus on safety is key to
improved performance. Jaguar's training program for new employees includes the participation of experienced professionals who
act as mentors, providing hands-on guidance and conducting periodical reviews. Jaguar wants its employees to grow with the company,
so it encourages them to further their education and provides them with information to understand Jaguar's corporate culture and
objectives.



Jaguar has an integrated management system
in place that promotes open communication at all levels. This system includes tools such as the “Daily Safety Dialogue”
to go over health and safety procedures before every shift, “Easy Talk” to encourage employees to report inadequate
conditions or behavior, and the “Accident Analysis and Prevention Tool”, which reviews every accident and allows employees
to propose new measures to avoid reoccurrences.



Jaguar promotes and supports programs for
environmental stewardship, sustainable development and social responsibility in the communities where it operates.



Technical Information



The estimated Mineral Reserves and Mineral
Resources for Jaguar's mines and mineral projects set forth in this Annual Information Form have been calculated in accordance
with the Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”) Council – Definitions adopted by the
CIM Council on November 27, 2010 (the “CIM Standards”). The following definitions are reproduced from the CIM Standards:



The term “Mineral Resource”means a concentration or occurrence of diamonds, natural solid inorganic material, or natural solid fossilized organic material
including base and precious metals, coal, and industrial minerals in or on the Earth’s crust in such form and quantity and
of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological
characteristics and continuity of a Mineral Resource are known, estimated or interpreted from specific geological evidence and
knowledge.



The term “Inferred Mineral Resource”means that part of a Mineral Resource for which quantity and grade or quality can be estimated on the basis of geological
evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based
on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings
and drill holes.



The term “Indicated Mineral Resources”means that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics,
can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters,
to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable
exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings
and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed.



The term “Measured Mineral Resource”
means that part of a Mineral Resource for which quantity, grade or quality, densities, shape, and physical characteristics are
so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and
economic parameters, to support production planning and evaluation of the economic viability of the deposit. The estimate is based
on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations
such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological and grade
continuity.



18







The term “Mineral Reserve”means the economically mineable part of a Measured or Indicated Mineral Resource demonstrated by at least a Preliminary Feasibility
Study. This Study must include adequate information on mining, processing, metallurgical, economic and other relevant factors
that demonstrate, at the time of reporting, that economic extraction can be justified. A Mineral Reserve includes diluting materials
and allowances for losses that may occur when the material is mined.



The term “Probable Mineral Reserve”means the economically mineable part of an Indicated and, in some circumstances, a Measured Mineral Resource demonstrated
by at least a Preliminary Feasibility Study. This Study must include adequate information on mining, processing, metallurgical,
economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified.



The term “Proven Mineral Reserve”means the economically mineable part of a Measured Mineral Resource demonstrated by at least a Preliminary Feasibility Study.
This Study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate,
at the time of reporting, that economic extraction is justified.



Mineral Properties



Mineral
Resource and Mineral Reserve Estimates



In
March 2013, Jaguar completed an internal reconciliation of its Mineral Resources and Reserves. The reconciliation was prepared
by the Company’s technical services team under the supervision of Wilson Miola, Jaguar’s Director of Engineering.
Mr. Miola is a Qualified Person in accordance with NI 43-101.



Based on the reconciliation, Jaguar’s
Mineral Resources are (i) Measured and Indicated Resources of 176,422,770 tonnes with an average grade of 1.32 grams per tonne
containing 7,480,240 ounces of gold and (ii) Inferred Resources of 17,611,260 tonnes with an average grade of 2.29 grams per tonne
containing 1,295,240 ounces of gold. Jaguar’s Proven and Probable Mineral Reserves, which are included in the Measured and
Indicated Mineral Resource figure above, are 80,822,360 tonnes with an average grade of 1.53 grams per tonne containing 3,980,230
ounces of gold.



The tables below set forth Mineral Resource
and Reserve estimates for the Turmalina, Paciência and Caeté operations and the Gurupi Project as of December 31,
2012.



19









|Table 1 - Summary of Estimated Mineral Resources1 | 
|------------------------------------------------- | 
|                                                  | 
|                                                  | 
|Southern Brazil                                   | 
|Paciência                                         | 
|Santa Isabel(2)                                   | 
|Other(3) (4)                                      | 
|Other(5) (6)                                      | 
|Total                                             | 
|Caeté                                             | 
|Pilar(7)                                          | 
|Roça Grande(7)                                    | 
|Other(4) (8)                                      | 
|Other(6) (9)                                      | 
|Total                                             | 
|Turmalina                                         | 
|Faina(10)                                         | 
|Pontal(10)                                        | 
|Ore Body A(11)                                    | 
|Ore Body B(11)                                    | 
|Ore Body C(11)                                    | 
|Total                                             | 
|Total Southern Brazil                             | 
|Northern Brazil                                   | 
|Gurupi Project                                   
|Cipoeiro(12)                                      | 
|Chega Tudo(12)                                    | 
|Total Northern Brazil                             | 
|TOTAL                                             | 







20









|Table 2 – Summary of Estimated Mineral Reserves | 
|----------------------------------------------- | 
|                                                | 
|Southern
    Brazil                             | 
|Paciência                                       | 
|Santa Isabel(2)                                 | 
|Caeté                                           | 
|Pilar(7)                                        | 
|Roça Grande(7)                                  | 
|Total                                           | 
|Turmalina                                       | 
|Ore Body A(11)                                  | 
|Ore Body B(11)                                  | 
|Ore Body C(11)                                  | 
|Total                                           | 
|Total Southern Brazil                           | 
|                                                | 
|Northern
    Brazil                             | 
|Gurupi Project                                  | 
|Cipoeiro(13)                                    | 
|Chega Tudo(13)                                  | 
|Total Northern Brazil                           | 
|TOTAL                                           | 



Notes to Tables 1 and 2



| | (1) | Mineral Resources listed include Mineral Reserves. Some columns
                                                            and rows may not total due to rounding.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | TechnoMine NI 43-101 Feasibility Study Technical Report on the
                                                            Paciência Gold Project Santa Isabel Mine filed on SEDAR on August
                                                            9, 2007.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Rio de Peixe, Bahú, and Marzagão.
| | --- | ---------------------------------

| | (4) | TechnoMine NI 43-101 Technical Report on the Quadrilátero
                                                            Gold Project filed on SEDAR on December 23, 2004.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (5) | Palmital, Ouro Fino, Quati, BIF Norte, and Bocaina.
| | --- | ---------------------------------------------------

| | (6) | TechnoMine NI 43-101 Multi-Target Resource Estimate Technical
                                                            Report filed on SEDAR on June 21, 2011.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (7) | TechnoMine NI 43-101 Amended Feasibility Study Technical Report
                                                            on the Caeté Gold Project filed on SEDAR on March 21, 2011.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (8) | Juca Vieira and Morro do Adão.
| | --- | ------------------------------

| | (9) | Boa Vista, Fernandes, Camará I, Camará II, and Serra
                                                            Paraíso.
| | --- | -------------------------------------------------------------------------------------------------------------------------

| | (10) | TechnoMine NI 43-101 Technical Report on the Turmalina Gold Mining
                                                             Complex filed on SEDAR on November 9, 2011.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (11) | TechnoMine NI 43-101 Feasibility Study Technical Report on the
                                                             Turmalina Phase I Expansion Project filed on SEDAR on September 11,
                                                             2008.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (12) | SRK resource estimate on the Gurupi Project announced by the
                                                             Company on July 30, 2012.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------

| | (13) | TechnoMine NI 43-101 Feasibility Study Technical Report on the
                                                             Gurupi Project filed on SEDAR on January 31, 2011.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Although Jaguar has carefully prepared
and verified the Mineral Resource and Mineral Reserve figures presented herein, such figures are estimates, which are, in part,
based on forward-looking information and no assurance can be given that the indicated level of gold will be produced. Estimated
Mineral Reserves may have to be recalculated based on actual production experience. Market price fluctuations of gold as well
as increased production costs or reduced recovery rates and other factors may render the present Proven and Probable Mineral Reserves
unprofitable to develop at a particular site or sites for periods of time. See “Risk Factors” and “Cautionary
Note Regarding Forward-Looking Statements”.



21







Mining
Concessions and Environmental Licenses



All of Jaguar’s mineral rights and
mining concessions in connection with its operations in the state of Minas Gerais and mineral rights and exploration licenses
in connection with its Gurupi and Pedra Branca projects located in the states of Maranhão and Ceará, respectively,
are in good standing. Through its wholly-owned subsidiaries, Jaguar has all the necessary environmental licenses that are material
to the operation of its mines and processing plants in Minas Gerais.



Material Mineral Properties



Turmalina Mining Complex



Property Description and Location



The Turmalina mining complex is located
in the state of Minas Gerais, Brazil, approximately 120 kilometers northwest of the city of Belo Horizonte. Belo Horizonte, the
commercial center for Brazil’s mining industry, has a population of 5.4 million, outstanding infrastructure and a concentration
of skilled mining professionals. The Turmalina mining complex is comprised of 4,908 hectares of mining and exploration concessions.



Jaguar acquired the Turmalina property
and associated mining concessions from AngloGold Ashanti Ltd (“AngloGold Ashanti”) on September 30, 2004. The property
is owned through Jaguar’s wholly-owned subsidiary, MTL.



The mining concessions related to Turmalina’s
Ore Bodies A, B and C are in good standing and Jaguar has all the necessary environmental licenses that are material to the operation
of the mining complex.



The Turmalina mining concessions are subject
to annual royalties paid to five individuals collectively as follows: five percent (5%) of the first US$10 million of annual net
revenue and three percent (3%) of annual net revenue over US$10 million. Net revenue for these purposes is calculated as gold
sales less the CFEM tax, which is a tax imposed by the Brazilian government on mining companies.



Accessibility, Climate, Local Resources, Infrastructure and
Physiography



The Turmalina mining
complex is accessed from Belo Horizonte by paved highways to the town of Pitangui. The Turmalina deposits are located six kilometers
south of Pitangui and less than one kilometer from a state highway.



This mining region has
historically produced significant quantities of gold and iron from open pit and large-scale underground mining operations operated
by AngloGold Ashanti, Vale and Companhia Siderúrgica Nacional. Belo Horizonte is a well-developed urban metropolis with
substantial infrastructure including two airports, an extensive network of paved highways, a fully-developed and reliable power
grid and ready access to processed and potable water.



Pitangui is a town of
approximately 25,000 people. The local economy is based on agriculture, cattle breeding and a small pig iron plant. Manpower,
energy, and water are readily available.



The Turmalina mining
complex lies approximately 700 meters above sea level. The Pitangui area terrain is rugged, with numerous rolling hills. The area
experiences six months of warm dry weather (April to November) with the mean temperature slightly above 20oC, followed by
six months of tropical rainfall. Annual precipitation ranges from 1,300 millimeters to 2,500 millimeters and is most intense in
December and January.



History



Gold was first discovered
in the Turmalina area in the 17th century. During the 17th, 18th and 19th centuries,
intermittent small-scale production took place from alluvial terraces and outcropping quartz veins. Historical gold
production was based on alluvial or weathered material, including saprolite and saprolite-hosted quartz veins. Records from this
historical period are few and incomplete. At the end of the 19th century numerous international companies started underground
activities in the district, including AngloGold Ashanti, which operated the Morro Velho Mine, the deepest mine in Brazil. The
Morro Velho Mine is reported to have produced more than 16 million ounces of gold during more than 180 years of continuous operation.



22







AngloGold Ashanti controlled the Turmalina
mineral rights from 1978 to 2004 through a number of Brazilian subsidiaries, including MTL.



AngloGold Ashanti explored the Turmalina
area extensively between 1979 and 1988 using geochemistry, ground geophysics, and trenching, which led to the discovery of the
Turmalina Ore Bodies A, B and C (formerly known as Main, Northeast and Satinoco targets, respectively), Faina, Pontal and other
mineralized zones. Exploration work at these mineralized bodies included 22 diamond holes totaling 5,439 meters drilled from the
surface to test the downward extension of the sulfide mineralized body.



In 1992 and 1993, AngloGold
Ashanti mined 373,000 tonnes of oxide ore from open pits at the Ore Bodies A, B and C, and the Faina and Pontal zones recovering
35,500 ounces of gold using heap leach technology. Subsequently, AngloGold Ashanti explored a possible downward sulfide extension
of the Turmalina Ore Body A deposit by driving a ramp beneath the pit and drifting on two levels in the mineralized zone at approximately
50 meters and 75 meters below the pit floor.



Detailed underground
works included collecting approximately 2,000 samples from channels with 3-meter spacing along all the length of the drifts. Approximately
17,000 tonnes of ore were mined (trial mine) by AngloGold Ashanti. The ore was transported and treated at their plant located
in the town of Nova Lima, near Belo Horizonte.



Jaguar acquired MTL from AngloGold Ashanti
in September 2004. In November 2006, the Turmalina underground mines (Ore Bodies A and B) and the Turmalina Plant were commissioned.
The first gold pour was conducted in January 2007 and commercial production was declared in August 2007.



During 2008, Jaguar conducted a 12,000
meter in-fill diamond drilling program at Ore Body C as part of an effort to convert resources to reserves to expand the Turmalina
operation. In September 2008, Jaguar completed an NI 43-101 compliant feasibility study technical report on the Turmalina Phase
I Expansion, which was implemented and completed during the third quarter of 2009, increasing Turmalina’s milling capacity
to 1,800 tonnes per day of ore from its previous designed operating level of 1,500 tonnes per day.



During 2009, exploration efforts were concentrated
on three targets that are part of the Turmalina mining complex, Zone D, Faina and Pontal. A total of 17,319 meters of drilling
in 72 drill holes were completed in 2009.



During 2010, Jaguar encountered geo-mechanical
issues at level 3 in Ore Body A of the mine, which resulted in dilution averaging more than double the anticipated level. Jaguar
initiated steps to convert the mining method at Turmalina from selective stoping to cut-and-fill in Ore Body A in the second quarter
of 2010. As part of this effort, Jaguar elected to deploy additional personnel and equipment to accelerate forward underground
development in Ore Body A. As a result, a total of 5.9 kilometers of underground development was completed in 2010 and the conversion
of mining methods was completed during the first quarter of 2011.



During 2012, an operational review of the
Turmalina operation determined that operational overhead could be reduced and productivity improved without impacting long-term
production capability. It was also determined to transition the operation to smaller ore and waste development headings, reduced
stope dimensions and new ground control methodologies in order to improve head grade over historical results through reduced dilution.
The new ground control methodology is progressing and work is ongoing on the transition toward smaller ore and waste development
headings. The changes are being implemented concurrently with continuing operations and are expected to reduce the cash operating
cost per ounce and allow for increased and more predictable ounce production.



Underground development at the Turmalina
mines totaled 8.7 kilometers in 2012, 8.2 kilometers in 2011 and 5.9 kilometers in 2010. Underground delineation drilling totaled
21.7 kilometers in 2012.



23







Exploration efforts during 2010 and 2011
were concentrated on three refractory ore deposits located near the Turmalina mine, Faina, Pontal and Zone D. Jaguar drilled a
total of 46,090 meters in 226 drill holes at these targets. After the completion of the exploration program, Jaguar engaged TechnoMine
to prepare a NI 43-101 compliant statement of resources technical report for the Faina, Pontal and Body D targets. The technical
report, which was filed on SEDAR on November 9, 2011, added 276,850 ounces of Measured and Indicated Mineral Resources and 127,820
ounces of Inferred Mineral Resources to the Turmalina mining complex.



Additional exploration activity during
2011 included a drilling program to test the continuity of Ore Bodies A and B down to 250 meters beneath currently known mineral
resources. This program returned encouraging intercepts for Ore Bodies A and B at increasing depths. During 2012, a total of 878
meters were completed in 10 drill holes at the Faina target during 2012 as part of a surface diamond drilling campaign. Jaguar
plans to update its NI 43-101 compliant resource estimate for the Turmalina mining complex during 2013.



Gold production at Turmalina decreased
in 2012 to 37,840 ounces from 61,400 ounces in 2011.



Geological Setting



The Turmalina deposit
is hosted by rocks of the Archean Rio das Velhas Supergroup greenstone belt in the Iron Quadrangle region. The Rio das Velhas
Supergroup is further subdivided into the Nova Lima and Maquiné Groups. The Nova Lima Group, which hosts most of the gold
deposits in the region, is comprised of clastic sediments, pyroclastics, volcanic flows, chemical sediments, and banded iron formations
(“BIF”). There is no widely accepted stratigraphy for the Nova Lima Group, due to intense deformation, hydrothermal
alteration, and weathering.



The Rio das Velhas Supergroup
unconformably overlies a tonalite, trondjemite basement. The Proterozoic Minas Supergroup overlies the Rio das Velhas Supergroup
and consists of clastic and chemical sediments, including rich hematite mineralization and minor metavolcanics.



Gold mineralization in
the Iron Quadrangle is most commonly associated with the BIF, cherts and quartz veins in schists of the Nova Lima Group, which
are located along regional structural lineaments. The most important structures are NW and NE striking, thrust-related, oblique
ramps or EW-striking transcurrent faults, the latter being the most favored location for gold deposition.



The Turmalina area is underlain by rocks
of Archaean and Proterozoic ages. Archaean units include a granitic basement, overlain by the Pitangui Group, a sequence of ultramafic
to intermediate volcanic flows and pyroclastics, and associated sediments.



Proterozioc units include the Minas Supergroup
and the Bambui Group. The former includes basal quartzites and conglomerates as well as phyllites. Some phyllites, stratigraphically
higher in the sequence, are hematitic. The Bambui is composed of calcareous sediments.



The Turmalina deposit is hosted by a sequence
of rocks within the intermediate unit of the Pitangui Group. Sheared pelitic schists are the dominant rock hosting Ore Bodies
A and B. A sequence of sheared, banded, sulfide iron formation intercalated with amphibolites and chert, lying stratigraphically
below Ore Bodies A and B, hosts the Satinoco Structure. Gold mineralization is associated with higher levels of sericite, quartz,
chlorite, biotite, and pink garnet with disseminated arsenopyrite. Fine banding is likely associated with shearing.



The Satinoco Structure lies in or close
to the banded iron formation/chert horizon. Both the banded iron formation/chert and the mineralized zones are located within
a shear zone more than one kilometer long that strikes approximately Az 135o and dips to 60o - 70o
NE.



Exploration



Jaguar’s initial exploration efforts
started in 2004 and focused on the re-interpretation of the AngloGold Ashanti data (trenches, soil geochemistry, and drilling)
to better understand the local geology. These efforts were concentrated on the targets previously identified by AngloGold Ashanti,
Ore Bodies A, B, and C.



24







An exploration program was carried out
at Ore Body C from March 2006 to April 2008 in order to estimate resources in accordance with NI 43-101. This program included
the opening of about 700 meters of trenches and the collection of 146 channel samples crossing the mineralized zone and a complementary
diamond drilling program, which consisted of three phases carried out as follows:



Phase I: 5,501 meters drilled
in 35 drill holes to test the continuity of the mineralized bodies between the weathered zone and up to 200 meters below the surface.



Phase II: 3,338 meters drilled
in 24 complementary infill-holes to create a 25 x 60 meter grid between the surface and 100 meters below and to test the lateral
continuity of the mineralized bodies.



Phase III: An additional drill-hole
campaign was carried out in 2007, which consisted of 12,763 meters drilled in 48 holes to estimate gold mineral resources.



Jaguar initially completed Phases I and
II at the Ore Body C Target and commissioned TechnoMine to prepare a resource estimate technical report. A technical report was
issued in October 2007, based on exploration data achieved until July 2007. Jaguar completed Phase III of the exploration campaign
in December 2007. The results generated during Phase III were integrated with the previous exploration database and gave rise
to a re-evaluation of the resource base. In February 2008, Jaguar filed a technical report in accordance with NI 43-101 in connection
with the upgrade of Inferred to Measured and Indicated Resources at the Ore Body C Target.



During the fourth quarter of 2007, Jaguar
completed an underground crosscut to access Ore Body C mineralization through the existing ramp developed to mine Ore Bodies A
and B at Turmalina. The crosscut is utilized to transport ore from Ore Body C through the Turmalina Mine adit. During the excavation
process of the crosscut, high grades of gold were discovered in channel samples. During 2008, Jaguar conducted a 12,000 meter
in-fill diamond drilling program as part of the feasibility work in an effort to convert resources to reserves to expand Turmalina’s
operations.



In September 2008, TechnoMine completed
the NI 43-101 compliant feasibility study technical report on the Turmalina Phase I Expansion, which converted the Ore Body C
mineral resources to reserves. The expansion was completed during the third quarter of 2009.



Jaguar’s reported mineral resources
for Turmalina extend to a depth of approximately 500 meters from the surface where the mineralized structure is open at depth
and along strike. As part of a drilling program to prove the continuity of the mineralization at Ore Body A, Jaguar drilled four
holes to depths ranging from 850 meters to 1,100 meters from the surface. Two of these drill holes intersected the mineralized
structure of Ore Body A to a depth of approximately 800 meters, thereby confirming the extension of the mineralized structure
to a depth of 800 meters. The size of the mineralized structure and mineralization is similar to the existing reserve base in
this ore body and is also consistent with the characteristics of other gold mines in the Iron Quadrangle, some of which have operated
to depths of 2,400 meters.



As part of the surface exploration program
to estimate resource potential in a newly discovered oxide zone at Ore Body B, several trenches were excavated to expose and sample
the mineralized zone. Channel samples revealed two separate mineralized areas.



At Ore Body C and Zone D, which is an extension
of Ore Body C, additional gold bearing oxide ore has been identified in the weathered rock overlying the sulfide zone. During
2008, 11,698 meters of drilling for a total of 62 drill holes were drilled in this structure to estimate oxide and sulfide mineral
resources.



During 2009, Jaguar continued drilling
in the Satinoco structure of Ore Body C to estimate oxide and sulfide mineral resources. A total of 5,017 meters of drilling in
31 holes were completed. Mining of these oxide resources commenced in the fourth quarter of 2009.



Jaguar has discovered a new target at the
Turmalina mining complex, the Fazenda Experimental Target. This new structure is unrelated to the mineralized on-strike zone associated
with Ore Bodies A, B and C and Zone D. The Fazenda Experimental Target is located approximately five kilometers from the Turmalina
Plant in a structure parallel to the existing ore bodies and zones. Some limited historical mining at this target had been carried
out at shallow depths. Over the past two years, Jaguar has conducted work in the area, including soil sampling, trenching and
668 meters of drilling in four drill holes. Drilling results confirm continuity of the mineralization along strike.



25







During 2009, drilling activity was also
focused on the Faina and Pontal targets. A total of 17,319 meters of drilling in 72 drill holes were completed, with encouraging
preliminary results.



Exploration efforts during 2010 and 2011
were concentrated on three refractory ore deposits located near the Turmalina mine, Faina, Pontal and Zone D. Jaguar drilled a
total of 46,090 meters in 226 drill holes at these targets. After the completion of the exploration program, Jaguar engaged TechnoMine
to prepare a NI 43-101 compliant statement of resources technical report for the Faina, Pontal and Body D targets. The technical
report, which was filed on SEDAR on November 9, 2011, added 276,850 ounces of Measured and Indicated Mineral Resources and 127,820
ounces of Inferred Mineral Resources at the Turmalina mining complex.



Additional exploration activity during
2011 included a drilling program to test the continuity of Ore Bodies A and B down to 250 meters beneath currently known mineral
resources. This program returned encouraging intercepts for Ore Bodies A and B at increasing depths. During 2012, a total of 878
meters were completed in 10 drill holes at the Faina target during 2012 as part of a surface diamond drilling campaign. Jaguar
plans to update its NI 43-101 compliant resource estimate for the Turmalina mining complex during 2013.



Mineralization



Gold mineralization in the Turmalina deposits
occurs in fine grains associated with sulfides in sheared schists and BIF sequences. Gold particles found within the ore, averaging
10 to 20 mm, are mostly associated with arsenopyrite, quartz, and micas (sericite and
biotite), as presented in the table below:



|Gold  -  Mode
    of Occurrence
|-------------------------------
|Associated
    to              
|Arsenopyrite                   
|Quartz                         
|Micas                          
|Pyrite + Pyrrhotite            



Coarse gold, on a millimeter scale, is
found locally with discrete quartz veins. Overall, this type of occurrence is minor. Typically, these mineralized bodies show
a yellowish color produced by weathering in outcrops within the weathered rock zone.



Drilling



Three different mineralized sectors were
defined in Ore Body C by trenches and drilling. These sectors were named Central, NW, and SE and were drilled initially in wide-spaced
exploratory holes and then locally on detailed grids. Drill-hole lengths ranged from 32 meters to 453 meters. Core diameters were
consistently HQ from surface through the weathered rock to bedrock. At about three meters into bedrock, the holes were reduced
to NQ diameter to the final depth.



Following completion of the drill holes,
the collars were resurveyed with theodolite and cement markers emplaced. Downhole surveys were completed in all holes with length
greater than 100 meters, using Sperry-Sun or Maxibore equipment.



The average core recovery was greater than
90%. Core samples were collected during these phases and sent to laboratories for gold assay. A total of 2,338 core samples from
holes FSN 10 to 113 were collected. The drilling program was carried out by Mata Nativa Comércio e Serviços Ltda.
(“Mata Nativa”), a local drilling company, using Longyear drill rigs.



26







Drilling results have confirmed continuity,
both laterally and at depth, and the configuration of the mineralized bodies. Ore Body C is still open at depth and in the NW
directions.



Sampling Method and Approach



The drill core logging was done by one
of Jaguar’s senior geologists at its Caeté facilities, where an exploration office, chemical laboratory, core preparation,
and sampling and storage units are located. Diamond drill cores were logged based on lithology, weathering, hydrothermal alteration,
and mineralization.



The core sampling intervals were determined
according to lithology, mineralization type, and visually anticipated grade. A total of 2,338 intervals were selected for sampling.
The sample length varied between 0.8 to 1.2 meters, with 1.0 meter on average. A few samples in barren or poorly mineralized section
were slightly larger (maximum 1.5 meters). One or two samples in barren core on the margins of the mineralized zones were systematically
collected for the assurance of the complete sampling process.



The cores selected for sampling were halved
with a diamond saw. One half was placed in a plastic bag and the other half was returned to the original wooden core box. The
samples were transported to the laboratories using a local courier. The assays were made in Belo Horizonte by SGS do Brasil (“SGS”)
and Lakefield/Geosol (“LKG”) assay laboratories and by Jaguar’s laboratory in Caeté. In 2006, Lakefield/Geosol
was bought by SGS. Collar and down-hole survey data, major lithologies, and assay results were entered into a database using a
digital spreadsheet.



Sample Preparation, Analysis and Security



Between 1979 and 1988, trenching, drilling
and sampling were performed in accordance with AngloGold Ashanti’s controls and standard industry practices at that time
(pre NI 43-101).



The following channel sampling procedures
were used in trenches by AngloGold Ashanti. First, sites were cleaned with a hoe, exposing the material by scraping. Next, structures
were mapped, lithologic contacts were defined, and samples were marked so that no sample had more than one lithology. Samples
had a maximum length of one meter and weighed between one and two kilograms. Channel samples were collected from outcrops, trenches,
and drift walls. This consisted of manually opening the channels with lengths ranging from 50 centimeters to one meter, average
widths between five to ten centimeters, and about three centimeters deep, using a hammer and a chisel. Either an aluminum tray
or a plastic canvas was used to collect the material. The samples were then stored in a plastic bag and identified by a numbered
label, which was protected by a plastic cover and placed with the sample. At the sampling site, samples were identified by aluminum
plates, labels, or wooden poles. Next, sketches were drawn with lithological and structural information. The sample locations
were surveyed by theodolite.



The following diamond drill core sampling
procedures were adopted by AngloGold Ashanti. Drilling was carried out by their drill operators using their own drill rigs in
HQ and NQ diameters. The cores were stored in wooden boxes of one meter length, with three meters of core per box (HQ diameter)
or four meters of core per box (NQ diameter). Hole number, depth, and location were identified on the boxes by an aluminum plate
on the front of the box. The drilling interval and core recovery were identified inside the boxes by small wooden or aluminum
plates.



During logging of the hole, geological
information was collected, the interval and recovery were verified, and samples for chemical analysis were defined. Samples were
identified in the boxes by highlighting their side or by labels. Samples were cut in the middle with a diamond saw or a hammer,
at right angles to the structure direction that controls the mineralization. If the samples were of weathered oxide mineralization,
either a spatula or a spoon was used to divide and collect the sample. One half was stored in a heavy duty plastic bag, identified
by a laminated label, and the other half was kept in the proper box at the core shed. The standard procedure was to cut the core
parallel to the long axis. Sampling intervals were generally defined in accordance with the key geological control parameters,
as lithologic contacts and structures, marked inside each unit, maintaining the dimensions specified above.



27







Assays were carried out by AngloGold Ashanti’s
laboratory in Nova Lima, Minas Gerais, which has international certification. The fire assay/atomic absorption (“AA”)
method was used. At that time, AngloGold Ashanti’s laboratory standard procedure was to re-assay all samples which returned
grades greater than three grams per tonne. One duplicate was assayed for every 20 samples.



Channel sampling carried out by Jaguar
was restricted to the walls of trenches and underground development. First, sites were cleaned with a hoe, exposing the material
by scraping surface trenches or by water if underground. Next, structures were mapped, lithologic contacts were defined, and samples
were marked so that no sample had more than one lithology. Usually, the samples had a maximum length of one meter and weighed
between one to two kilograms. Channel samples were taken manually, using a hammer and chisel. The channels had lengths ranging
from 50 centimeters to one meter, with averaging width ranging from five to six centimeters and about three centimeters deep.
In the drift, samples were collected in channels starting at the floor level on one side and going over the drift section to the
floor on the opposite side.



An aluminum tray or a plastic canvas was
used to collect the material. The samples were then stored in plastic bags and identified by numbered labels, which were protected
by a plastic cover and placed with the sample. Samples were identified at the sampling site by number sequence painted in the
drift walls. Sample locations were surveyed by theodolite.



Surface diamond drilling was carried out
by Mata Nativa using HQ and NQ tools. The diamond drill core sampling procedures adopted by Jaguar are described below.



Drill-hole deviations were surveyed by
Sperry Sun or DDI/Maxibore equipment. The cores were stored in wooden boxes of one meter length with three meters of core per
box (HQ diameter) or four meters of core per box (NQ diameter). The hole’s number, depth, and location were identified in
the boxes by an aluminum plate on the front of the box and by a water-resistant ink mark on its side. The progress interval and
core recovery are identified inside the boxes by small wooden or aluminum plates.



During logging of the geological information,
progress and recovery measures were verified and chemical analyses samples were defined. Samples are identified in the boxes by
highlighting their side or by labels. Samples were cut in the middle with the help of a diamond saw and a hammer. One half was
stored in a heavy duty plastic bag, identified by a laminated label, and the other half is kept in the proper box at the core
shed.



SGS laboratories in Belo Horizonte prepared
and assayed the core samples during Phase I drilling. During Phases II and III, Jaguar used its own laboratory. After Jaguar received
the assays results, the mineralized sections were identified in the drill core and sent to SGS for re-assay and inter-laboratories
check-control. About 43% of these core samples were submitted for re-assay. Rock Labs standards, blanks, and duplicates were used.
No significant assay variations were detected. The SGS laboratory has been assessed by ABS Quality Evaluations, in Houston, Texas,
and found to be in compliance with ISO 9001.



Samples were prepared by drying, crushing
to 90% minus two millimeters, quartering with a Jones splitter to produce a 250 gram sample, and pulverizing to 95% minus 150
mesh. Gold assay was by standard fire assay procedures, using a 30 gram sample with an AA finish. Analytical results were forwarded
to Jaguar’s exploration department by email, followed by a hard copy. SGS and Jaguar laboratories used identical sample
preparation and analyses methodologies.



Mineral Resource and Reserve Estimates



Turmalina has an estimated 8,418,610 tonnes
of Measured and Indicated Mineral Resources at an average grade of 4.24 grams per tonne totaling 1,147,180 ounces of gold and
2,711,500 tonnes of Inferred Mineral Resources at an average grade of 3.91 grams per tonne totaling 340,700 ounces of gold.



Proven and Probable gold Reserves, which
are included in the reported Mineral Resource estimate, are estimated at 3,611,840 tonnes at an average grade of 3.86 grams per
tonne totaling 449,170 ounces.



28







Mining Operations and Metallurgical Process



Prior to 2011, Turmalina was an underground
mine utilizing the “sublevel stoping” mining method in Ore Body A and the “cut-and-fill” mining method
at Ore Bodies B and C with paste fill in all stopes. As of early-2011, all ore bodies are being mined using cut-and-fill and ore
produced at the Turmalina Mine was transported to the adjacent 1,800 tonnes per day Turmalina Plant.



The main access to the levels and sublevels
from the surface is provided by a 15% incline five meter x five meter cross-section ramp developed along the footwall of Ore Body
A and hanging wall of Ore Body C. The ramp is located at least 90 meters away from the ore bodies.



The underground mine is divided into levels
and further into sublevels with floors spaced 15 vertical meters apart. Levels are separated from each other by four-meter (vertical)
thick sill pillars. A typical level consists of four sublevels at elevations starting from the base of the panel, totaling 60
meters in vertical span. Ore and waste rock between sublevels is blasted in a retreat fashion using the fan drilling method and
frontal attack method for the cut-and-fill stopes. After being mined, panels are filled with paste fill from the current Turmalina
paste backfill plant.



The underground mine was developed under
a crown pillar of 15 meters vertical thickness that separates underground stopes from the bottom of the open pit.



Drilling is carried out using single boom
or twin boom hydraulic jumbos and the haulage of the blasted ore/waste is by five cubic yard LHD wheel loaders and A30 Volvo trucks
to the Turmalina Plant.



The mineral processing route consists of the following sequence
of macro-unit operations:



| | - | Crushing and screening;
| | - | -----------------------



| | - | Grinding and cycloning;
| | - | -----------------------



| | - | Leaching and adsorption/desorption/recovery (“ADR”)
                                                              CIP Process.
| | - | ------------------------------------------------------------------------------------------------------------------------------



| | - | Gold recovery by an electrowinning (“EW”) circuit,
                                                              after elution of the loaded carbon;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------



| | - | Detoxification plant : CyPlus “cold” technology,
                                                              arsenic removal and cyanide destruction; and
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------



| | - | Paste fill plant.
| | - | -----------------



The leaching recovery is 92% based on test
work from Dawson Laboratory (“Dawson”) in the United States, while the adopted adsorption-elution to electrowinning-smelting
recovery is 97.8%, based on TechnoMine’s assessment. The estimated overall metallurgical recovery is 90% (92% for leaching
x 97.8% for adsorption to smelting).



A three-stage crushing and screening plant
feeds crushed ROM into a surge silo equipped with two vibrating feeders for three ball mills (two in stand by), in a closed circuit
with cyclones clusters. The cyclone overflow is thickened to feed a conventional leaching and the ADR CIP circuit. The CIP tailings
pulp, after detoxification with Caros’s Acid (CyPlus “cold” technology), is conveyed to the paste fill plant.
Excess paste is conveyed to the geomembrane-sheeted tailings dam. Gold recovery is performed by a conventional elution and EW
circuit.



Environmental Considerations



Jaguar has all the necessary environmental
licenses for the operation of the Turmalina mining complex.



Taxes



Income taxes are 34% of taxable profit,
including a 25% corporate tax rate and a 9% social contribution. In addition to direct operating costs, royalty payments and depreciation
are deductible in determining taxable profit.



Mine Life



Based on the current mine plan, mining
operations at Turmalina will continue through 2025. This figure considers Mineral Reserves and Measured and Indicated Resources.





29







Markets



All gold produced at the Turmalina operation
is transported on a weekly basis to São Paulo for refining and sale at market prices.



Paciência Mining Complex



Property Description and Location



The Paciência mining complex is located
in the state of Minas Gerais, Brazil, approximately 80 kilometers southeast of the city of Belo Horizonte. The property is comprised
of 6,677hectares of mining and exploration concessions and is owned through Jaguar’s wholly-owned subsidiary, MSOL.



Jaguar acquired the original Paciência
concessions (Paciência/Santa Isabel, Bahú and Marzagão) from AngloGold Ashanti in November 2003. Under the
terms of the acquisition agreement, AngloGold Ashanti has rights to reacquire up to 70% of any of such concessions at an ascribed
value of new reserves found feasible beyond the exhausted contract reserves.  Under the terms of the acquisition agreement,
Jaguar also pays a sliding scale net smelter return royalty (“NSR”), from 1.5% to 4.5% of gross revenue, on gold and
other precious metals produced from the Santa Isabel Mine.



The mining concessions related to Paciência’s
producing mines are in good standing. Jaguar has all the necessary environmental licenses for the operation of the mining complex.



In 2005, Jaguar acquired rights from IAMGold
with respect to properties located in Rio Acima and Itabirito, Brazil. These concessions, known as the “Conglomerates Target”,
are located approximately 12 kilometers east of the Paciência Plant and represent an opportunity for Jaguar to further explore,
upgrade and expand Paciência’s mineral resources and production rate.



During 2007, Jaguar successfully concluded
a land swap agreement with AngloGold Ashanti whereby Jaguar expanded the concession package at the Paciência mining complex
to a contiguous 20 kilometers (17 kilometers today) area adjacent to the São Vicente lineament.



Accessibility, Climate, Local Resources, Infrastructure and
Physiography



Paciência is located 23 kilometers
from the town of Itabirito in the state of Minas Gerais, Brazil. Itabirito has good urban infrastructure, including banks, a hospital,
schools, and general commerce. Access to the town of Itabirito is via a good paved highway for about 40 kilometers southeast of
Belo Horizonte. The project can be accessed from Itabirito by light vehicles on paved and dirt roads but a four-wheel drive vehicle
is preferable during the rainy season.



Belo Horizonte is the major center of the
Brazilian mining industry. A large commercial airport with domestic and international flights services the city, which hosts several
state and federal government agencies and private businesses that provide services to the mining and exploration sectors. Skilled
labor is readily available.



Annual rainfall in the property area averages
between 1,300 millimeters and 2,300 millimeters, 84% of which falls during the rainy season between October and March. The months
of December and January experience the most intense precipitation. Winds, predominantly from the south and southeast, have a low
average speed (<1 m/s). The annual average temperature is slightly above 20oC. Air humidity, even in the summer,
does not exceed 90% on average, showing annual average evaporation of approximately 934 millimeters.



A digital telephone communication system
is supplied to the Paciência mining complex by Embratel. The system can accommodate a 30-channel link for voice communication
and a digital data connection with Jaguar’s head office in Belo Horizonte, where a shared link can provide safe Internet
and Intranet access.



30







Fresh water is supplied to the Paciência
mine and plant by the Tejuco Creek, a tributary to the das Velhas River. A suction station is located about 2.6 kilometers from
the properties’ industrial water tank and is the source of fresh water.



Power to the project site is currently
supplied by Companhia Enérgetica de Minas Gerais S.A. (“CEMIG”). Emergency power is provided by diesel back-up
generators.



History



Gold discoveries in the Itabirito region
date from the mid 17th century and are directly attributed to the activity of the “Bandeirantes” (early
Portuguese explorers) along the Rio das Velhas. Gold was abundant and triggered a major gold rush which extended into the mid
19th century.



Exploration for gold in the region started
in alluvial sites along drainages where simple extraction methods were employed. Modern exploration began in 1979 and has been
carried out extensively on or adjacent to the property by AngloGold Ashanti (geochemistry, geophysics, sampling, diamond drilling,
and drifts), Rio Tinto Desenvolvimentos Minerais Ltda. (trenching, geochemistry and diamond drilling), Vale (formerly Companhia
Vale do Rio Doce or CVRD) (sampling, mapping, geophysics, geochemistry, and diamond drilling), and the Anschutz Group/Western
Mining and IAMGold (geochemistry, sampling, diamond drilling, and drifts).



From 1981 through 2004, the Paciência
property was controlled by AngloGold Ashanti through a number of subsidiaries. Jaguar acquired the property, which included the
Paciência/Santa Isabel, Bahú and Marzagão mineral concessions, from AngloGold Ashanti in November 2003.



In March 2004, TechnoMine completed a NI
43-101 technical report on Jaguar’s Iron Quadrangle properties, which included resources in these concessions. This technical
report was revised in September 2004 and further revised in December 2004.



In 2005, Jaguar acquired rights from IAMGold
with respect to properties located in Rio Acima and Itabirito. These concessions, known as the “Conglomerates Target”,
are located approximately 12 kilometers east of the Paciência Plant and represent an opportunity to further explore, upgrade
and expand Paciência’s aggregate mineral resources and overall production rate. The property’s previous owners,
the Anschutz Group and Western Mining, carried out exploration campaigns between 1985 and 1990, which included underground development
and channel sampling, surface and underground diamond drilling and geological mapping. Based on their efforts, a pre NI 43-101
gold resource of approximately 110,000 ounces was estimated. Jaguar has been conducting exploration work at the Conglomerates
Target since 2007.



During 2007, Jaguar successfully concluded
a land swap agreement with AngloGold Ashanti whereby Jaguar expanded the concession package at the Paciência mining complex
to a contiguous 20 kilometers area adjacent to the São Vicente lineament. This land area was first mined in the 17thcentury by the Portuguese and the old workings are clearly visible on satellite images. Jaguar’s exploration efforts
today are along this same strike.



In August 2007, TechnoMine completed a
NI 43-101 compliant feasibility study for the Paciência mining complex. Construction of the Paciência Plant began
immediately after the completion of the feasibility study. Mining operations at the Santa Isabel Mine commenced in April 2008
as the new Paciência Plant entered the commissioning phase. In July 2008, Paciência reported its first gold pour and
operations were deemed commercial in December 2008.



In December 2008, Jaguar began hauling
ore from the Pilar Mine to the Paciência Plant, which is located 130 kilometers away. In July and August of 2009, Jaguar
completed the development of the Palmital and Marzagão mines, respectively, and started to process ore from both mines
at the Paciência Plant, which has the capacity to process 2,000 tonnes of ore per day. The Paciência Plant was processing
ore from the Santa Isabel, Marzagão (NW1), Ouro Fino and Rio de Peixe mines. In November 2010, Jaguar ceased to process
ore from the Pilar Mine at the Paciência Plant as ore haulage was re-directed to the Caeté Mining Complex (see below).



31







In June 2011, Jaguar filed a NI 43-101
compliant technical report prepared by TechnoMine on a number of targets located within the Paciência mining complex. This
technical report added 201,100 ounces of Measured and Indicated Resources and 38,860 ounces of Inferred Resources to the Paciência
mining complex.



Gold production at Paciência decreased
in 2012 to 9,987 ounces from 39,581 ounces in 2011 as a result of placing the operation on care and maintenance status in May
2012.



Geological Setting



TheIron
Quadrangle is located in the Precambrian São Francisco craton and is underlain by highly deformed
and moderately metamorphosed Archean to Proterozoic rocks. A crystalline basement is overlain by several sequences of supracrustal
rocks, as follows, from oldest (Archean) to youngest (Upper Proterozoic).



| | - | Basement complex of tonalite, trondjemite, and gneiss;
| | - | ------------------------------------------------------

| | - | Rio das Velhas Supergroup (Greenstone Belt) – Archean;
| | - | ------------------------------------------------------

| | - | Espinhaço Supergroup, resting unconformably on
the Rio das Velhas Supergroup;
| | - | -----------------------------------------------------------------------------

| | - | Proterozoic Minas Supergroup, overlying the Espinhaço
Supergroup along both tectonic and angular unconformable contacts; and
| | - | ----------------------------------------------------------------------------------------------------------------------------

| | - | Proterozoic Itacolomi Group, overlying the Minas along
both tectonic and angular unconformable contacts.
| | - | --------------------------------------------------------------------------------------------------------



The Archean Rio das Velhas Supergroup comprises
the lower Nova Lima and upper Maquiné Groups. The Nova Lima Group consists of a greater than four kilometer thick eugeosynclinal
succession including: metagreywacke, carbonate schist, immature quartzite, quartz schist, metaconglomerate, meta-banded iron formation,
schistose tuff, graphitic schist, meta-carbonate chemical sedimentary rock (includes the Lapa Seca unit), phyllite, greenschist,
and meta-ultramafic rocks. The Maquiné Group consists of an approximate 1.8 kilometer thick eugeosynclinal molasse including
protoquartzite, meta-grit conglomerate, phyllite, meta-greywacke, and minor basal metaconglomerate.



The Proterozoic Minas Supergroup is subdivided
in three groups:



| | - | Caraça(lower): Quartzite, with basal conglomerate and graphitic phyllite;
| | - | -------------------------------------------------------------------------

| | - | Itabira (middle): Itabirite (Lake Superior type banded
iron formation) and dolomite; and
| | - | ----------------------------------------------------------------------------------------

| | - | Piracicaba (upper): clastic and chemical sequences.
| | - | ---------------------------------------------------



The property is located along the São
Vicente/Paciência Lineament (Paciência Trend), which is the most prominent structure in the area. It is a northwest-trending,
northeast dipping shear zone that extends for over 60 kilometers across the Iron Quadrangle from near Ouro Preto in the south
to Nova Lima in the north. The referred shear zone is located between the Bação Complex to the west and the Vargem
do Lima Syncline to the east and is confined to the upper portion of the Nova Lima Group. The Vargem do Lima Syncline, a northwest-trending
structure, is overturned to the southwest and the shear zone is in the normal, upright limb of the fold. Initial displacement
along the shear zone was as a thrust or reverse movement towards the southwest, during the overturning of the syncline. Subsequent
movement may have occurred as normal slip to the northeast. Gold mines and prospects occur along the entire length of the Paciência
Trend shear zone.



The Archean Nova Lima Group and Proterozoic
Caraça and Itabira Groups underlie the Paciência property. These groups consist of a sequence of intensely folded,
faulted, and moderately metamorphosed (upper greenschist facies) volcanic and sedimentary rocks. The protoliths were shale, graphitic
shale, mafic volcanic tuff, subordinate conglomerate, dolomite, banded iron formation, and chert.



Gold mineralization in the Paciência
area took place in association with banded iron formation and chemical sedimentary rocks (chert), hydrothermal quartz veins (silicification
zones), disseminated and massive sulfides in quartz schist and conglomerates.



Metapelites and meta-volcanoclastic rocks
are the most common type in the area. Subordinate basic dikes and schists rich in quartz and carbonaceous material are present
locally. In the Paciência trend shear zone, the metapelites and meta-volcanoclastic rocks were subjected to strong hydrothermal
alteration that resulted in the development of carbonate, chlorite, sericite, and quartz veins. Disseminated sulfides (pyrite,
arsenopyrite, stibnite, sphalerite, chalcopyrite, and galena) in the quartz veins are common, but do not exceed 3% of the rock
volume.



32







Deposit Types



The gold metallogeny in the Iron Quadrangle
is complex. Three types of deposits are the major sources for gold in the region. During the deposition of the Archean Nova Lima
Group greenstone belt rocks, sea floor volcanic exhalative processes produced narrow BIF and chert that hosted syngenetic sulfide-rich
gold deposits. Subsequently, these greenstone belt rocks were deformed and epigenetic shear zone-related gold deposits were formed.
The gold source for these epigenetic deposits was quite possibly remobilized gold from the syngenetic exhalative deposits. Most
of the gold in the Iron Quadrangle has come from these first two deposit types. The third type of gold deposit is hosted by carbonatized
schist within shear zones. All three of these deposit types almost uniformly are coplanar with the regionally dominant foliation
of N35°E and a lineation within the foliation that plunges to the southeast at generally moderate angles.



In the Proterozoic rocks in the property
area, gold occurs in the basal conglomerate of the Moeda Formation (Caraça Group) and in the Itabirite horizon of the Cauê
Formation (Itabira Group) that is associated with fault zones in the iron ore.



Mineralization



Three main general types of gold mineralization
occur in the Iron Quadrangle:



- Fresh to limonite-rich sulfide
masses, ranging from disseminated to massive, in association with the BIF layers or in hydrothermally altered schists rich in
quartz, chlorite, and sericite;

- Masses of milky to microcrystalline
quartz showing fresh to limonite-rich sulfides and, sometimes, visible gold, hosted by hydrothermally altered schists rich in
quartz, chlorite, and sericite; and

- Conglomerates with clasts of
quartzite, milky quartz, massive and banded chert, felsic volcanic rocks and quartz-schists. The matrix can be quartizitic, arkosic,
or carbonaceous. Locally, round (buckshot) pyrite and crystalline pyrite are abundant in the matrix.



Most gold-bearing units in the Iron Quadrangle,
with the exception of the gold-bearing conglomerates, are strongly controlled by linear structures such as fold axes stretching
lineations and intersection foliations. Ore bodies present a cigar or pencil shape, showing continuity along the plunge and relatively
small cross sections. They can be longer than five kilometers, such as at the Morro Velho Mine and Cuiabá Mine, and the
thickness of the ore bodies varies from a few centimeters to more than 30 meters.



Gold is associated with sulfides, mainly
pyrite and arsenopyrite. The mineralized bodies are controlled by mineral stretching lineations and fold axes that have an average
plunge of 1190/200.



Gold mineralization in the property area
formed two types of deposits. The dominant type is associated with disseminated sulfides in quartz veins and sericite/chlorite
schists, as a result of the hydrothermal alteration development in shear zone. The second type is in the basal conglomerate of
the Moeda Formation.



Ore shoots are composed of concentrations
of the microcrystalline quartz veins in a sericite/chlorite schist matrix. Gold occurs as small visible particles in quartz or
sulfides. These quartz-rich veins exhibit boudinage shapes, with thicknesses ranging from a few centimeters to 30 meters, widths
from ten meters to 200 meters, and are continuous down plunge for hundreds of meters, continually following the plunge. Gold grades
vary, and grades in the range of 100 grams per tonne to 500 grams per tonne are not uncommon due to the coarse nature of the gold.



Exploration and Drilling



Initial exploration surveys at the Paciência
property were made between 1979 and 1990 by AngloGold Ashanti. A regional geochemical study followed by aerial photography interpretation
singled out the old workings, which gave rise to a detailed channel sampling program covering the entire trend.



33







Subsequently, a drilling campaign covering
about 12 kilometers on a 100 to 200 meter grid was carried out. After defining the best mineralized zones, a ramp was opened and
exploration drifts and underground diamond drill holes were completed. Some targets were defined, two of which stood out for more
focused exploration: Paciência/Santa Isabel and Bahú.



The underground development in Bahú
was performed by AngloGold Ashanti. Toniolo Busnelo S.A., a local company, was contracted for the underground development work
at Santa Isabel.



Channel sampling covering the drift section
was made at three-meter intervals and horizontal underground diamond drill holes were drilled on a 15-meter grid. The channel
samples were collected at right angles to the quartz masses or the foliation developed by the shear zone. All samples were assayed
by fire assay methodology at AngloGold Ashanti’s laboratory located in Nova Lima in the State of Minas Gerais, which holds
international certification.



The exploration campaigns carried out by
AngloGold Ashanti are summarized below:



Santa Isabel Site





|Ramp and drifts                 | 1,586 meters             
|------------------------------- | -------------------------
|Surface diamond drill holes     | 8,924 meters and 47 holes
|Underground diamond drill holes | 2,695 meters and 65 holes
|Underground channel samples     | 3,553 samples            
|Geological and topography maps  |                          



Bahú Site



|Ramp and drifts                 | 540 meters                                                                         
|------------------------------- | -----------------------------------------------------------------------------------
|Surface diamond drill holes     | 2,025 meters  and 10 holes, ranging between 30 meters to to 301.20 meters (HQ & NQ)
|Underground diamond drill holes | 2,858 meters and 28 holes, ranging between 20.80 meters to 197.37 meters (BQ)      
|Underground channel samples     | 4,676 samples                                                                      
|Geological and topography maps  |                                                                                    



Other Sites



|Surface diamond drill holes    | 11,249 m and 70 holes ranging between 81.70 m to 300.00 m (HQ & NQ)
|------------------------------ | -------------------------------------------------------------------
|Channel samples                | Over 5,000 samples                                                 
|Geological and topography maps |                                                                    



The results related
to the Bahú Site and the several other sites were not included in the resource estimate model, which took into account
only data related to the Santa Isabel target. The exploration services carried out at Bahú and other sites are reported
above because they were part of the AngloGold Ashanti exploration campaign.



During the 1980s, AngloGold Ashanti completed
47 surface drill holes totaling 8,924 meters and 65 underground drill holes. Surface drill holes were drilled on 40-meter average
spaced lines, while underground drill holes were spaced 15 to 25 meters apart. Core samples had variable diameters between HQ
and BQ, as a function of the lithology.



The surface drill holes began in HQ and
were reduced to NQ after the weathered zone was crossed. The underground holes were drilled in BQ. The drill rigs included Diacore
4, 6, and 8 for surface holes and BBS-01 and JKS-01 for underground holes. Tropary and Sperry Sun survey instruments were used
to measure hole deflections.



In 2003, Jaguar bought the property from
AngloGold Ashanti and started its resource evaluation in accordance with NI 43-101 guidelines. The exploration effort comprised
three phases as described below.



34







Phase 1: After interpretation of the available
data, a complementary underground program was performed in order to test the continuity of the mineralization about 300 meters
below Level 1 (930 meters above sea level). The data reinterpretation showed seven ore shoots. During this phase 6,641 meters
were drilled in 46 diamond drill holes.



Phase 2: A total of 22 additional holes
were drilled, totaling 6,968 meters. Diamond drill hole deflections and road access problems (environmental interferences) made
it unfeasible to complete the program.



Phase 3: The necessity of more underground
development to allow additional holes to be drilled has been determined to confirm the continuity of mineralization below the
elevation 750 meters above sea level and increasing the information density between elevations 850 and 750 meters above sea level.
A drift has been opened, which started at the end of the previous AngloGold Ashanti development (Front SE).



The following was achieved during Phase
3:





|Drifts                             | 530 meters               
|---------------------------------- | -------------------------
|Underground drilling               | 11,070 meters in 50 holes
|Channel samples                    | 450 samples              
|Geological and topography maps    
|Resource Estimate / Categorization



During 2008, Jaguar conducted extensive
underground development and exploration activities at the NW1 Target (Marzagão) and the Conglomerates Target (Palmital)
to add additional tonnes vertically as well as horizontally in an effort to increase the resource base for the Paciência
operation. As part of the exploration effort at these two targets, a total of 9,152 meters was drilled in 42 drill holes during
2008.



Overall, the grades and mineralization
observed at the NW1 Target are similar to those measured at the Santa Isabel mine. The access ramp, which is five meter x five
meter in size, was completed early in 2008. A total of 2,393 meters of ramp and drifts have been developed at the NW1 Target,
which is located two kilometers northwest of the Santa Isabel mine. This underground cross cut intersected the second level of
the Santa Isabel mine in July 2010.



During 2009, Jaguar continued its exploration
program in the NW1 and Conglomerates Targets, as well as other targets, including drifts for mine development, in an effort to
increase the resource base for the Paciência operation. A total of nine surface drill holes totaling 1,450 meters were completed
at the NW1 Target to better define mineralization detected during the underground drifting process. Underground activities continued
with development, drilling and sampling of the drift’s face and roof. In 2009, Jaguar also completed 2,812 meters of drilling
in 13 drill holes at the Paciência Shear Zone between the NW1 Target and the Santa Isabel mine. Drill hole results confirmed
the continuity along strike of the structure between these two areas.



At the Bahú Target, located approximately
6.5 kilometers northwest of the Santa Isabel Mine,exploration works performed by AngloGold Ashanti around the exploration
drift defined several ore bodies with 30 to 70 meters in length and 2 to 4 meters in thickness with an average grade of 6.18 grams
per tonne. Additionally, exploratory drilling to the south pointed out a separate zone, Bahú-Quati, with a group of similar
orebodies grading an average of 7.96 grams per tonne.



During 2010 and the first quarter of 2011,
a drilling program consisting of 16,980 meters in 135 drill holes was completed at the Bahú-Quati target. Encouraging results
confirmed the down plunge continuity of the mineralization from a historical pit-bottom outcrop to over 250 meters beneath the
surface. The drilling program delineated a series of orebodies with 25 to 60 meters in length and 2 to 8 meters in thickness with
an average grade of 4.0 grams per tonne. The mineralized structure is open at depth.



During 2011, at the Palmital Mine, Jaguar
continued with underground development to access and open Level 4 to expose the conglomerate horizon. An underground exploratory
drilling program was also performed with 1,295 meters drilled in 17 drill holes. Channel samples carried out to date confirm the
grades and the continuity defined during the surface and underground drilling campaigns.



35







In June 2011, Jaguar filed a NI 43-101
compliant technical report prepared by TechnoMine on a number of targets located within the Paciência mining complex. This
technical report added 201,100 ounces of Measured and Indicated Resources and 38,860 ounces of Inferred Resources at the Paciência
mining complex.



Also in 2011, as part of Jaguar’s
resource expansion program, additional deep drilling from an underground exploration drift developed from Level 4 at the Santa
Isabel mine was completed. From collar positions along a 530-meter exploration drift at 775 meters above sea level, 4,962 meters
in 28 drill holes were completed to delineate the extension of the ore bodies 150 meters below Level 5 of the Santa Isabel mine.
Additional underground drilling was conducted at Marzagão early in 2011. This program consisted of 2,610 meters in 29 drill
holes below Level 2 (850 meters above sea level) and designed to delineate a new ore panel 50 meters below present mining. Results
from the Santa Isabel and Marzagão mines confirmed the plunge extension of the ore bodies.



During 2012, a total of 10,043 meters of
underground delineation drilling was performed at the Santa Isabel and Marzagão mines.



Jaguar plans to update its NI 43-101 compliant
resource estimate for the Paciência mining complex during 2013.



Sample Preparation, Analysis and Security



Trenching, drilling, and sampling were
performed during the 1980s in accordance with AngloGold Ashanti’s controls and standard industry practices at that time
(pre NI 43-101).



The following channel sampling procedures
were used in trenches used by AngloGold Ashanti. First, sites were cleaned with a hoe, exposing the material by scraping. Next,
structures were mapped, lithologic contacts were defined, and samples were marked so that no sample had more than one lithology.
Samples had a maximum length of one meter and weighed between one and two kilograms. Channel samples were collected from outcrops,
old excavations, and drift walls. This consisted of manually opening the channels with lengths ranging from 50 centimeters to
one meter, average widths between five to ten centimeters, and about three centimeters deep, using a hammer and a steel pointer
crowned by a widia. Either an aluminum tray or a plastic canvas was used to collect the material. The samples were then stored
in a plastic bag and identified by a numbered label, which was protected by a plastic cover and placed with the sample. At the
sampling site, samples were identified by aluminum plates, labels, or wooden pegs. Next, sketches were drawn with lithological
and structural information. The sample locations were surveyed by theodolite.



Drilling was carried out by AngloGold Ashanti
drill operators using their own drill rigs, HQ and NQ diameter for surface diamond drill holes and BQ for underground drill holes.



The cores were stored in wooden boxes of
one meter in length with three centimeters of core per box (H diameter) or four centimeters of core per box (B or N-equivalent
diameter). The number, depth and location of holes were identified on the boxes by an aluminum plate. The drilling interval and
core recovery were identified inside the boxes by small wooden or aluminum plates.



During logging of the hole, geological
information was collected, the interval and recovery were verified, and samples for chemical analyses were defined. Samples were
identified in the boxes by highlighting their side or by labels.



Samples were cut in the middle with a diamond
saw or a hammer, orthogonally to the structure direction that controls the mineralization. If the samples were of weathered oxide
mineralization, either a spatula or a spoon was used to divide and collect the sample. One half was stored in a highly resistant
plastic bag, identified by a laminated label, and the other half was kept in the box at a warehouse. The standard procedure was
to cut the core parallel to the long axis.



In the case of metallurgical testing, the
stored half was subdivided again. One quarter of the original sample was stored, and the other quarter was conveyed to the assigned
metallurgical laboratory.



36









Sampling intervals were generally defined
in accordance with the key geological control parameters so that after lithologic contacts were defined, samples could be marked
inside each unit, maintaining the dimensions specified above.



The assays were made by AngloGold Ashanti’s
laboratory in Nova Lima, state of Minas Gerais. The fire assay/AA method was used. At that time, the AngloGold Ashanti laboratory
had a standard procedure for all sample assays. They re-assayed all the assays which returned grades more than three grams per
tonne. One duplicate was assayed for every 20 samples run.



Channel sampling carried out by Jaguar
was restricted to the property’s underground drifts. First, sites were cleaned with a hoe, exposing the material by scraping
it. Next, structures were mapped, lithologic contacts were defined, and samples were marked so that no sample had more than one
lithology. Usually, the samples had a maximum length of one meter and weighed between one and two kilograms. Channel samples were
taken by manually opening the channels, using a hammer and a chisel or a small jackhammer. The channels had lengths ranging from
50 centimeters to one meter, average widths between five and ten centimeters, and were about three centimeters deep. The channel
samples were collected starting at the floor level on one side and circling the drift section to the floor on the opposite side.
An aluminum tray or a plastic canvas was used to collect the material. The samples were then stored in plastic bags and identified
by numbered labels, which were protected by a plastic cover and placed with the sample. At the sampling site, the samples were
identified by number sequence painted in the drift walls. The sample locations were surveyed by theodolite.



Underground drilling was carried out by
Geosol Geologia e Sondagens Ltda. ("Geosol") and surface drilling was carried out by drilling contractor Mata Nativa.
Surface drill holes were drilled with HQ and NQ tools and underground holes were drilled with BQ diameter. Drill holes were accepted
only if they had more than 85% of recovery from the mineralized zone. The drill holes executed to evaluate the ore body had their
deviations measured by Tropary, Sperry Sun, and DDI/Maxbore survey equipment.



The cores were stored in wooden boxes of
one meter with three meters of core per box (H diameter) or four meters of core per box (B or N-equivalent diameter). The hole’s
number, depth, and location are identified in the boxes by an aluminum plate in front of the box and by a water-resistant ink
mark on its side. The progress interval and core recovery are identified inside the boxes by small wooden or aluminum plates.



During logging of the geological information,
progress and recovery measures were verified and chemical analyses samples were defined. Samples were identified in the boxes
by highlighting their side or by labels. Samples were cut in the middle with the help of a diamond saw and a hammer, at right
angles to the structure direction that controls the mineralization. One half was stored in a heavy duty plastic bag, identified
by a laminated label, and the other half was kept in the proper box at the core shed.



In the case of metallurgical testing, the
stored half is subdivided again. One quarter of the original sample is stored and the other quarter is conveyed to the assigned
metallurgical laboratory.



Samples were prepared at the SGS and LKG
laboratories in Belo Horizonte and at the Jaguar laboratory by drying, crushing to 90% minus two millimeters, quartering with
a Jones splitter to produce a 250-gram sample, and pulverizing to 95% minus 150 mesh. Gold assays were by standard fire assay
procedures, using a 50 or 30-gram sample with an atomic absorption (AA) finish.



Analytical results were forwarded to Jaguar
by email, followed by a paper copy. LKG and Jaguar laboratories used identical sample preparation and analyses methodologies as
the SGS facility. The LKG laboratory has been assessed by ABS Quality Evaluations, Houston, Texas, and found to be in compliance
with ISO 9001.



Jaguar’s Quality Assurance/Quality
Control (QAQC) Program consisted of: submission of the blanks, standard reference samples, and duplicate samples to the laboratories;
re-submission of selected rejects and pulps to the laboratories for re-assays and checking the original results at an outside
accredited assay laboratory.



37







Mineral Resource and Reserve Estimates



Paciência has an estimated 7,472,750
tonnes of Measured and Indicated Mineral Resources at an average grade of 3.78 grams per tonne totaling 907,300 ounces of gold
and 1,560,430 tonnes of Inferred Mineral Resources at an average grade of 4.26 grams per tonne totaling 213,540 ounces of gold.



Proven and Probable gold Reserves, which
are included in the reported Mineral Resource estimate, are estimated at 3,143,240 tonnes at an average grade of 2.86 grams per
tonne totaling 289,400 ounces.



Mining Operations and Metallurgical Process



Paciência’s Santa Isabel mine
was an underground mine that used the “cut-and-fill” mining method and removed ore in horizontal slices, starting
from a bottom cut and advancing upwards (overhand cut-and-fill). The treated tailings from the backfill plant and development
waste were used for backfilling. This method allowed for ore selectivity, greater recovery and stability of the openings and reduction
of waste and tailings disposed of on the surface.



The main access to the mine is provided
by a five meter by five meter ramp with 15% inclination that is connected with the levels and sublevels. The sill pillar between
levels is five meters thick.



Drifts were developed to expose the footwall
and the hanging wall. The waste layers between the ore lenses excavated and used as rockfill within the stopes. Hydraulic backfill,
using cyclone and detoxed tailings to fill the stopes, started when the excavation of the first slice reaches the entire length
of the ore body.



Drilling was carried out by hydraulic jumbos
with single or twin booms. Haulage of blasted ore and waste was carried out by the two and five cubic yard LHD wheel loaders,
respectively, and 16-tonne haul trucks.



Ore produced at the Santa Isabel mine was
transported to the adjacent 2,000 tonnes per day Paciência Plant.



The mineral processing route consisted of the following sequence
of macro-unit operations:



| | - | Crushing and screening;
| | - | -----------------------



| | - | Grinding, cycloning, gravity separation, and thickening;
| | - | --------------------------------------------------------



| | - | Leaching and ADR CIP process.
| | - | -----------------------------



| | - | Gold recovery by an EW circuit, after elution of the loaded
                                                              carbon; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------



| | - | Cyanide destruction for the leaching tailings and a backfill
                                                              plant.
| | - | ---------------------------------------------------------------------------------------------------------------------------------



The leaching recovery of 89% was based
on Dawson test work, while the gravity circuit gold recovery of 40% was based on Knelson Research & Technology Centre –
Langley, BC, Canada (“Knelson”) test work and modeling. A 99% efficiency/lockup factor was adopted, in connection
with Adsorption/Elution/EW, and other downstream and ancillary operations. The recovery of the leaching was calculated to be (89%
- leaching) * (99%) = 88%. The estimated overall gold recovery was: R= (0.40 Gravity Circuit) + (1.0 – 0.40) * (0.8811)
= 93 %.



A three-stage crushing and screening plant
fed crushed ROM into a surge silo equipped with two vibrating feeders for two ball mills (one on stand by) in a closed circuit
with cyclone cluster and a gravity concentration (Knelson CD-30) and intensive cyanidation (Acacia) of the concentrate. The cyclone
overflow was thickened to feed a conventional leaching and ADR CIP circuit. The CIP tailings pulp, after been detoxified with
Caros’s acid (CyPlus “cold” technology), was conveyed to the geomembrane-sheeted tailings dam. Gold recovery
was performed by a conventional elution and EW circuit.



In May 2012, Paciência was placed
under care and maintenance. As the studies to resume operations progress, changes in mining methods and process routes may be
considered in order to reduce operating costs. These changes may require capital expenditures. Jaguar will continue to study improvements
to resume cost effective operations.



Environmental Conditions



Jaguar has all the necessary environmental
licenses for the operation of the Paciência mining complex.



38







Taxes



Income taxes are 34% of taxable profit,
including a 25% corporate tax rate and a 9% social contribution. In addition to direct operating costs, royalty payments and depreciation
are deductible in determining taxable profit.



Mine Life



Once operations recommence, it is anticipated
Paciência will have an effective mine life of 10 years. This figure considers Mineral Reserves and Measured and Indicated
Resources.



Markets



The gold produced at the Paciência
operation during 2012 was transported to São Paulo for refining and sale on a semi-monthly basis at market prices.



Caeté Mining Complex



Property Description and Location



The Caeté mining complex, which
includes the Pilar and Roça Grande mines and the Caeté Plant, is located in the state of Minas Gerais, Brazil, 50
kilometers to 100 kilometers east of the city of Belo Horizonte. The property is comprised of 9,156 hectares of mining and exploration
concessions. The property is owned through Jaguar’s wholly-owned subsidiary, MSOL.



In December 2003, Jaguar acquired the Santa
Bárbara property, which includes the Pilar mineral concessions, from Vale.In November 2005, Jaguar entered into
a mutual exploration and option agreement with Vale with respect to seven concessions, known as the Roça Grande concessions,
located on 9,500 acres of highly prospective gold properties along 25 kilometers of a key geological trend in the Iron Quadrangle.
Thecontract between Jaguar and Vale provided Jaguar with the exclusive right over a 28 month period
beginning November 28, 2005 to explore and conduct feasibility studies and to acquire gold mining rights in the Vale properties
if the studies supported economical mining operations. The contract granted corresponding rights for Vale to explore the Jaguar
property for iron and acquire mineral rights in the property during a three-year period.In November 2007, Jaguar notified
Vale of its intent to exercise the option to acquire all seven Roça Grande concessions. The final transfers of the Roça
Grande concessions to Jaguar were concluded in December 2010 and August 2011.



The mining concessions related to Caeté’s
Roça Grande and Pilar mines are in good standing. Jaguar has all the necessary environmental licenses that are required
for the operation of the mining complex.



Accessibility, Climate, Local Resources, Infrastructure and
Physiography



The Roça Grande and Pilar mines
are located in the municipalities of Caeté and Santa Bárbara, respectively, in the state of Minas Gerais, Brazil.
Caeté (35,000 inhabitants) and Santa Bárbara (30,000 inhabitants) are comparable towns, located 55 kilometers and
100 kilometers, respectively, from Belo Horizonte.



The towns have good urban infrastructure,
including banks, hospitals, schools and general commerce. Skilled labor is readily available.



The properties can be accessed via a federal
highway and state paved roads. A partially paved 27-kilometer secondary road is used to transport Pilar ROM to the Caeté
Plant.



Annual rainfall in area averages between
1,300 millimeters and 2,300 millimeters, 84% of which falls during the rainy season between October and March. December and January
present the most intense precipitation. Winds, predominantly from the south and southeast, have a low average speed (<1 m/s).
The annual average temperature is slightly above 20oC. Air humidity ranges up to 90% even in the summer months.
Annual average evaporation is approximately 934 millimeters.



39







Power to the project site is currently
supplied by CEMIG. Emergency power is provided by diesel back-up generators.



History



Jaguar acquired the Pilar property from
Vale in December 2003 and in November 2005, the two companies entered into a mutual exploration and option agreement with respect
to the Roça Grande mineral concessions.



Jaguar
initiated exploration activities at Pilar in 2006 and initially contemplated building a sulfide plant on site, but the acquisition
of the Roça Grande concessions created an opportunity to develop an expanded project, with greater plant capacity to receive
ore from several mineral properties.



During 2007, a number of key events occurred
with respect to the Caeté Project. Jaguar completed a scoping study, received the Implementation License for the Project,
secured the power contract for the start-up and commissioned TechnoMine to prepare a NI 43-101 technical report on the Caeté
Project resources, which was completed during the year.



In September 2008, expansion plans at the
Caeté Project continued as TechnoMine completed the NI 43-101 feasibility study technical report. By the end of the third
quarter in 2008, all necessary permits and licenses for the construction and commissioning phase of the Caeté Project had
been received and Jaguar initiated civil works for the milling and treatment circuits.



In November 2008, due to the decline in
gold prices, the financial markets and worldwide equity values, including the gold sector, Jaguar temporarily suspended development
of the Caeté Project pending an assessment of market conditions and the availability of capital to move the project forward.
Consistent with the decision to suspend the development of the Caeté Project, underground work at the Roça Grande
Mine was temporarily suspended; however, development at the Pilar Mine continued.



In December 2008, Jaguar began transporting
ore by truck from the Pilar Mine to the Paciência Plant to supplement the ore being supplied from Paciência’s
Santa Isabel Mine.



In
March 2009, Jaguar completed a Cdn.$86.3 million equity offering, the proceeds of which were primarily used to restart development
and construction at Caeté. During 2009 and part of 2010, Jaguar focused on the implementation and construction of
the Caeté Project. The Caeté Plant was commissioned in June 2010. The first gold pour was conducted in August 2010
and commercial production was declared in October 2010. Capital expenditures
for the Caeté Project totaledUS$127 million.



In October 2010, TechnoMine completed an
amendment to the 2008 feasibility study, which consisted of an enhancement of the process route and updated Mineral Resource and
Reserve estimates afforded by an increase of the gold price over the life of mine (“LOM”).



In June 2011, Jaguar filed a NI 43-101
compliant technical report prepared by TechnoMine on a number of targets located within the Caeté mining complex. This
technical report added 159,250 ounces of Measured and Indicated Resources and 92,040 ounces of Inferred Resources for the Caeté
mining complex.



During 2012, an operational review of the
Caeté operation determined that operational overhead could be reduced and productivity improved without impacting long-term
production capability. It was also determined to transition the operation to smaller ore and waste development headings, reduced
stope dimensions and new ground control methodologies in order to improve head grade over historical results through reduced dilution.
The new ground control methodology is progressing and work is ongoing on the transition toward smaller heading. The changes are
being implemented concurrently with continuing operations and are expected to reduce the cash operating cost per ounce and allow
for increased and more predictable ounce production.



Gold production at Caeté increased
slightly in 2012 to 54,996 ounces from 54,783 ounces in 2011.



40







Geological Setting



Shortly after the Portuguese discovered
Brazil in 1500, Portuguese explorers known as Bandeirantes ventured into the interior of the country from Rio de Janeiro
and Salvador and discovered alluvial gold in the mid-16th century. Later on, the Bandeirantes ventured into
the country’s interior primarily from São Paulo. Gold found in stream drainages in several parts of the Iron Quadrangle
was a major factor in the development of the region. During the 17th and 18th centuries, an era commonly
referred to as the Brazilian Gold Cycle, mining in the Caeté and Santa Bárbara region included numerous moderate
size mines, such as Gongo Soco, Cuiabá, Taquaril, São Bento, Santa Quitéria, Pary, Luis Soares, Juca Vieira,
and Brumal.



The Iron Quadrangle was the principal region
for the Brazilian hard rock gold mining until 1983 and accounted for about 40% of Brazil’s total gold production. Gold was
produced from numerous deposits, primarily in the northern and southeastern parts of the Iron Quadrangle, most of which was hosted
by Archean or Early Proterozoic banded iron-formations contained within greenstone belt supracrustal sequences.



The ore bodies, which are 15 kilometers
apart, are emplaced in Archean age meta volcanic and meta-sedimentary rocks of the Nova Lima Group, folded and sheared along a
NE-SW regional trend.



| | 1. | Pilar
| | -- | -----



The Pilar Ore Body is located at the basal
unit of the Nova Lima Group, a unit with a predominance of meta-mafic and meta-ultramafic rocks with layers of the meta sediments
clastic and chemical. The volcanic rocks predominantly consist of talc schist, meta-basalts, meta-dunites, meta-peridotites and
serpentinites. Secondarily, schist occurs with variable amounts of carbonaceous material, sericite, carbonate, chlorite, and quartz.
BIF and meta-chert layers are hosted in the meta sediment.



In these layers it is possible to measure
the original bedding, with variable directions due to folds, an average axis approximately 135o/45o. The main BIF layer
mapped in the Pilar site is continuous, with length in excess of 10 kilometers and width variable between 5 meters to 50 meters.
At the north extremity of this layer a big fold was mapped, known as São Jorge. On surface, the fold nose contains an increased
concentration of gold mineralization related to weathered sulfides and quartz veining (found underground in pyrite, pyrrhotite,
and arsenopyrite). This was the main area mined in the past by the Bandeirantes.



Another important feature of the mineralization
is a strong hydrothermal alteration related to a NW shear zone and modifying the original composition. Large quantities of sericite,
chlorite, carbonate, silic, and sulfides were included in the system. Gold was intruded in the late stages of alteration.



A preliminary interpretation of the gold
mineralization in those areas suggests that in the first phase, initial gold and BIF horizons were deposited simultaneously. Later,
due to tectonic events (shearing, folding and faulting), more gold was intruded in the system and also a remobilization and concentration
occurred, creating ore shoots. The regional foliation (S2) is very well preserved in all schists showing regular direction,
as N30o -50o E / 40o -65o.



At the western border of the Pilar site,
the older rocks (talc schists) were transported over the younger rocks by an inverse fault (thrust fault).



| | 2. | Roça Grande
| | -- | -----------



In the Roça Grande site, the dominant
rock types are meta-volcanoclastics and tuffs, represented by quartz-sericite-chlorite schists with variable amounts of carbonaceous
material, BIF, metacherts, and graphitic schists. This site is located in the upper unit of the Nova Lima Group. The bedding is
well defined by the iron carbonate and siliceous layers found in the BIF horizons, with an average strike of N70o E, dipping
about 30o SE.



Folds are very common and present a regular
fold axis azimuth approximately 110o/30o. Two important BIF horizons are recognized at the Roça Grande site.
They are roughly parallel and are called Structures 1 and 2. The North Structure (Structure 1) hoststhe RG-01 mineralized body and the South Structure (Structure 2) hosts the RG-02, RG-03 and RG-06 mineralized bodies. The
RG-07 mineralized body is located immediately in the hanging wall of Structure 1.



41







All rocks examined in the Pilar and Roça
Grande Ore Bodies were subjected to different degrees of hydrothermal alteration that resulted in the development of carbonate,
chlorite, sericite haloes, and quartz veins. Disseminated sulfides (pyrite, arsenopyrite, stibnite, pyrrhotite, and chalcopyrite)
in the quartz veins are common.



Deposit Types



The gold metallogeny in the Iron Quadrangle
is complex. Three types of deposits are the major sources for gold in the region. Initially, during the deposition of the Archean
Nova Lima Group greenstone belt rocks, sea floor volcanic exhalative processes produced BIF and chert that hosted syngenetic sulfide-rich
gold deposits. Subsequently, these greenstone belt rocks were deformed and epigenetic shear zone-related gold deposits were formed.
The source of the gold for these epigenetic deposits was quite possibly remobilized gold from the syngenetic exhalative deposits.
Most of the gold in the Iron Quadrangle has come from these first two deposit types. The third type of gold deposit is hosted
by silicified and carbonatized schist within shear zones. All three deposit types are almost uniformly coplanar with the regionally
dominant foliation of NE-SW and a lineation within the foliation that plunges to the southeast at generally moderate angles.



Mineralization



Gold in the Pilar and Roça Grande
ore bodies occurs dominantly as sulfidized zones with quartz veins or millimiter to centimeter scale sulfidized layers and lenses
within sheared banded iron formations and metacherts, in disseminations or concentrated in fold hinges.



Gold is present in fine grains mainly associated
with arsenopyrite and less with pyrite and pyrrhotite. Locally, coarse gold, on a millimeter scale, is found in fractures or in
the border of the quartz veins. A significant amount of gold is also emplaced in sulfidized quartz-sericitic-carbonatic lenses
resulting from hydrothermal activity within shear zones.



Both types of gold are found in the Pilar
and Roça Grande ore bodies. Gold mineralization at Pilar is observed equally in both types. At Roça Grande, gold
mineralization is more commonly associated with the BIF horizons. Only in the RG-07 mineralized body can gold be found in quartz
veins hosted by sericite (chlorite) schist associated with E-W shear zone. In the RG-01, RG-02, RG-03, and RG-06 mineralized bodies,
the gold mineralization is developed roughly parallel to the original bedding and is related to centimeter bands of massive to
disseminated sulfides. The RG-07 ore body is located inside the E-W shear zone. All mineralized zones have dimensions variable
between 80 meters to 300 meters in width and two meters to ten meters in thickness and all are open at depth.



Three mineralized sectors were defined
at Pilar: São Jorge, SW, and PMS-15. São Jorge is the most important sector and the mineralization occurs associated
with BIF and with quartz veins in the same proportion. In the SW mineralized sector, all the ore zones are related with BIF while
the PMS-15 mineralization occurs inside a shear zone with quartz veins and small pieces of the BIF (breccias). Gold is directly
associated with massive and disseminated sulfide, subordinately, it can be found as free/visible in quartz.



Exploration



| | 1. | Pilar
| | -- | -----



In 2004, Jaguar started an exploration
campaign at the Pilar property in order to complete a mineral resource evaluation in accordance with NI 43-101 guidelines. The
exploration effort comprised three phases as follows:



Phase 1: After interpretation of the available
data, an exploratory diamond drilling program was performed to test the control and the continuity of the mineralization to 200
meters below the surface. Ore bodies were mainly ore-shoots within the BIF. The holes intercepted several significant mineralized
intervals and pointed out the need for additional investigation of the structural geology of the area. During this phase, 6,489
meters were drilled in 36 diamond drill holes.



42







Phase 2: Diamond drill holes tested the
structural control and the continuity of the mineralization to 300 meters below surface. The ore bodies were both ore-shoots within
BIF and ore-shoots within the shear zone. In this phase, 12,926 meters in 41 holes were drilled.



Phase 3: This phase included underground
exploration and underground and surface diamond drilling. The objective was to open up and sample the ore bodies at level 693
meters above sea level with the help of infill underground drilling. Surface drilling is oriented to gain more data on structural
control and in detailing the main ore-shoots. Through December 2010, Jaguar completed a total of 10,390 meters in ramps and drifts,
underground drilling totaling 11,200 meters in 180 holes to detail the ore bodies at levels 1, 2 and 3 and surface drilling totaling
10,186 meters in 19 holes.



Late in 2010 and during 2011, Jaguar completed
an underground drilling program to investigate the down plunge continuity of the mineralization between levels 4 and 10 at the
Pilar Mine. A total of 12,574 meters in 44 drill holes were completed, confirming the extension at depth of the ore bodies.



| | 2. | Roça Grande
| | -- | -----------



Jaguar has drilled intensively at the Roça
Grande ore body. Four mineralized bodies named RG-01/07, RG-02, RG-03, and RG-06 were selected for infill diamond drilling and
underground exploration started in the RG-01/07 body. The following has been completed through December 2010:



| | - | RG-01/07: 10,625 meters in 111
                                                               surface and underground drill holes and 5,906 meters in ramps and
                                                               drifts
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | - | RG-02: 16,580 meters in 59 surface
                                                               drill holes and 1,168 meters in ramps and drifts
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------

| | - | RG-03: 9,407 meters in 56 surface
                                                               drill holes
| | - | ------------------------------------------------------------------------------------------------------------

| | - | RG-06: 7,954 meters in 55 surface
                                                               drill holes
| | - | ------------------------------------------------------------------------------------------------------------



During 2011, Jaguar completed 9,983 meters
in 71 drill holes at the RG-01/07 body as part of an underground infill drilling program.



Drilling



| | 1. | Pilar
| | -- | -----



MSOL started exploratory works at Pilar
in 2004 and has since been actively drilling from the surface and from underground drifts. From the surface, three sectors of
the ore body, Pilar Sul, São Jorge, and São Jorge Extensão were drilled first in exploratory and now in locally
detailed grids. Drill hole lengths range from 41 meters to 841 meters. Core diameters are consistently HQ from surface through
the weathered rock to bedrock. At one to three meters into bedrock the holes were reduced to NQ diameter to the final depth.



Drill collars were set out by GPS or theodolite
surveys. All holes were drilled within three meters of the planned location. Azimuth and inclination for angle holes were set
by brunton compass, deemed accurate to within 2o azimuth and <1o inclination. Following completion of the holes,
the collars were surveyed with theodolite and cement markers emplaced. Downhole surveys were completed on 90% of the holes using
Tropari (Phase I) or Sperry-Sun and Maxibor equipment (Phases 2 and 3).



Underground drilling is ongoing and is
being used as a guide to search for and to detail mineralized bodies laterally to the opening of the drifts. Drill hole lengths
range from seven meters to 156 meters in BQ diameter. Collar location, orientation and downhole surveys follow the same system
above.



Drilling results have confirmed the continuity
and the configuration of the mineralized bodies, which are still opened at depth and in the SSE direction.



43







Roça Grande



Jaguar started diamond drilling at the
Roça Grande ore body in August 2006. Following the completion of the first exploratory holes drilled at the RG-01/07, RG-02,
RG-03, and RG-06 mineralized bodies, Jaguar carried out an infill program to detail these mineralized bodies.



Hole lengths ranged from 40 meters to 559
meters. Holes were located to investigate the mineralized bodies continuity laterally and at depth. Core diameters are consistently
HQ from surface through the weathered rock to bedrock. At one to three meters into the bedrock the holes were reduced to NQ diameter
until the final depth.



Drill collars were set out by theodolite
or GPS surveys. All holes were drilled within three meters of the intended planned location. Azimuth and inclination for the angle
holes were set by brunton compass, deemed accurate to within 2o azimuth and <1o inclination.



Following completion of the holes, the
collars were surveyed with theodolite and cement markers emplaced. Downhole surveys were completed on all holes with more than
100 meters in length using Maxibor equipment.



During 2008, Jaguar completed 31,501 meters
of drilling for a total of 92 drill holes in the exploration concessions that are part of the Caeté Project mining complex.



During 2009, Jaguar completed 8,650 meters
of drilling for a total of 53 drill holes in the exploration concessions that are part of the Caeté Project mining complex.



During 2010, Jaguar drilled a total of
9,649 meters in 84 surface drill holes at some of these targets. Late in 2010 and during 2011, Jaguar completed an underground
drilling program at the Pilar Mine to confirm the continuity of the structure down to Level 11, approximately 860 meters from
surface. A total of 12,574 meters were completed in 44 holes from this new exploration drift. Significant intercepts of gold mineralization
have been identified at depth, confirming the down plunge continuity to 250 meters below current mining levels. During 2012, underground
delineation drilling at the Pilar and Roça Grande mines totaled 30.4 kilometers.



During the third quarter of 2012, Jaguar
completed a first-stage diamond drilling campaign at the Moita target, located four kilometers NW of the Caeté Plant. This
campaign, which comprised of 1,115 meters in 16 drill holes, was performed to test a 400 meters by 50 meters mineralized zone
delineated by soil sampling and trenching, within hydrothermally altered metasediments hosted by a shear zone. Drilling results
confirmed the SE down-plunge extension of the mineralization.



The Company intends to update the NI 43-101
compliant resource estimate for the Caeté mining complex during 2013, which will include additional drilling completed
during 2011 and 2012.



Sample Preparation, Analysis and Security



Detailed documentation on the diamond drilling
logs and gold sample analysis is available for both ore bodies in hard copy files. The majority of the drilling completed on the
deposits prior to Jaguar’s acquisitions was performed under Vale’s control and the methods utilized conformed to standard
industry practices from 1989 through 2003. Gold analyses were made internally in the Vale laboratory - SUTEC (Superintendência
de Tecnologia da Companhia Vale do Rio Doce).



Channel sampling carried out by Jaguar
was restricted to the drifts of the Pilar and RG-01/07 ore bodies and locally, on the surface, in the open pits RG-02 and RG-06
excavation made by Vale and at old works in the RG-01/07.



First, the surface was cleaned with a hoe,
exposing the material by scraping it. Underground, the drift’s walls were cleaned with water. Next, structures were mapped,
lithologic contacts were defined, and samples were marked so that no sample had more than one lithology. Typically, the samples
had a maximum length of one meter and weighed between one and two kilograms.



44







Channel samples consisted of manual openings
of channels, with lengths ranging from 50 centimeters to one meter, average widths between five centimeters to ten centimeters,
and about two and three centimeters deep, using a hammer and a steel pointer crowned by widia or a small jackhammer. Underground,
the channel samples were collected starting at the floor level on one side, going over the drift section to the floor on the opposite
side.



An aluminum tray or a plastic canvas was
used to collect the material. The samples were then stored in a plastic bag and identified by a numbered label, which was protected
by a plastic cover and placed with the sample. At the sampling site the samples were identified by number sequence painted in
the drift walls. The sample locations were surveyed by theodolite.



The following are the diamond drill core
sampling procedures adopted by Jaguar.



Surface drilling is being executed by drilling
contractor Mata Nativa and underground drilling is being carried out by Jaguar’s team. Surface drill holes are being drilled
with HQ and NQ tools and underground holes drilled with BQ diameter.



The drill holes executed to evaluate the
ore body have their deviations measured by Maxibore down the hole survey equipment.



The cores are stored in wooden boxes of
one meter in length with three meters of core per box (H diameter) or 4 meters of core per box (B or N-equivalent diameter). The
hole number, depth and place are identified in the boxes by an aluminum plate in front of the box and by a water-resistant ink
mark on its side. The progress interval and core recovery are identified inside the boxes by small wooden or aluminum plates.
All core intervals selected for sampling have been sawed into equal halves. One-half is then collected for analysis and one-half
kept in the core box for storage.



Samples were prepared, partially at the
SGS laboratories in Belo Horizonte and partially at Jaguar’s laboratory, by drying, crushing to 90% minus two millimeters,
quartering with a Jones splitter to produce a 250-gram sample, and pulverizing to 95% minus 150 mesh. Analysis for gold was by
standard fire assay procedures, using a 50-gram or 30-gram sample with an AA finish.



Analytical results were forwarded to Jaguar
by email, followed by a paper copy.



Both SGS and Jaguar laboratories used identical
sample preparation and analysis. The SGS laboratory has been assessed by ABS Quality Evaluations, Houston, Texas, and found to
be in compliance with ISO 9001.



Mineral Resource and Reserve Estimates



Caeté has an estimated 17,895,130
tonnes of Measured and Indicated Mineral Resources at an average grade of 3.31 grams per tonne totaling 1,906,350 ounces of gold
and 5,620,040 tonnes of Inferred Mineral Resources at an average grade of 3.19 grams per tonne totaling 575,660 ounces of gold.



Proven and Probable gold Reserves, which
are included in the reported Mineral Resource estimate, are estimated at 10,310,580 tonnes at an average grade of 2.76 grams per
tonne totaling 913,730 ounces.



Mining Operations and Metallurgical Process



Caeté’s mining complex is
composed of two underground mines (Roça Grande and Pilar) that primarily utilize the “cut-and-fill” mining
method as well as “sublevel stoping” in some areas. The cut-and-fill method allows for mining selectivity during ore
breaking, high recovery, and stability of openings and of the mine as a whole. It also improves environmental conditions by reducing
the amount of waste and tailings disposed on the surface.



The Roça Grande mineis divided
into levels at 75 meters vertical spacing. The Pilar mineis divided into levels at every 75 meters. Between levels, there
is a five-meter-thick horizontal sill pillar at the Roça Grande mine’s RG-02 and RG-03 ore bodies, and a three-meter-thick
pillar at Roça Grande’s RG-01 and RG-07 ore bodies and at the Pilar mine. This design is in accordance with the geomechanical
study. A 15-meter-thick crown pillar separates stope top from the surface in addition to structural roll.



45







Drifts within the ore are developed from
the main access ramps to the mineralized ore bodies to expose the hanging wall and the footwall. Drilling is carried out by hydraulic
single or twin boom jumbos, the blasted ore/waste is loaded by five cubic yard bucket LHD wheel loaders and hauled by 20-tonne
trucks to the Caeté Plant.



When the excavation of the first vertical
slice reaches the entire length of the body, the hydraulic backfill process utilizing detoxified metallurgical plant tailings
and/or waste will start. At first, a draining bund will be built with waste to contain the backfill. After a draining period,
the backfill surface at Roça Grande will be leveled and another drilling and blasting cycle will start. Until the crown
pillar that separates the underground mine from the surface or until the sill pillar of the next panel is reached, the mine will
operate according to the following cycle: drilling, blasting, ventilation, loading, hauling, and backfilling.



Ore produced from the mines is transported
to the 2,200 tonnes per day capacity Caeté Plant, which is adjacent to the Roça Grande mine. The Caeté Plant
was declared commercial during the third quarter of 2010.



The mineral processing route consists of the following sequence
of macro-unit operations:



Block 1: 100% of the total mill feed (solids) – no cyanide
addition.

| | - | Crushing and screening;
| | - | -----------------------



| | - | Grinding, cycloning and gravity concentration;
| | - | ----------------------------------------------



| | - | Flotation of the gravity tailings;
| | - | ----------------------------------



| | - | Backfill plant fed by the flotation tailings (about 90% of
                                                               the total mill feed).
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------



Block 2: 10% of the total mill feed (solids) – cyanide
leaching.

| | - | Regrinding, cycloning and thickening of the flotation concentrate;
| | - | ------------------------------------------------------------------



| | - | Conventional leaching and ADR CIP;
| | - | ----------------------------------



| | - | Reground/thickened flotation concentrate;
| | - | -----------------------------------------



| | - | Recovery by an EW circuit after elution (desorption) of the
                                                               CIP loaded carbon;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------



| | - | Cyanide destruction plant for the leaching tailings pulp.
| | - | ---------------------------------------------------------



The overall metallurgical recovery (gravity
separation/flotation/leaching/ADR) is 91.9%. The metallurgical recovery is based on testwork carried out by Dawson and Knelson.



The Caeté Plant includes five main
units: three-stages crushing and screening, grinding, gravity separation, and cycloning, flotation, regrinding-thickening-hydrometallurgy,
consisting of a leaching line of the flotation concentrate and an ensuing CIP - ADR circuit, a backfill plant and cyanide-free
tailings disposal. The CIP detoxified (hydrogen peroxide) tailings pulp is conveyed to the geomembrane-sheeted Moita tailings
dam. Gold recovery is performed by a conventional elution and EW circuit. The cyanide-free flotation tailings feed a backfill
plant (cycloning), the overflow of which is thickened for water recovery, while the high-density underflow stream conveyed to
a bare (nonlined) tailings dam (former RG-02 open pit). The underflow (68% solids by weight), corresponding to about 56% of the
ROM tonnage is directed to the underground mines (Roça Grande and Pilar) and disposed jointly with mining waste.



A three-stage crushing and screening plant
feeds crushed ROM into a surge pile equipped with four belt feeders for a ball mill, in closed circuit with a cyclones cluster,
a gravity concentration (Knelson XD-40), and intensive cyanidation (Acacia) of the concentrate. The cyclone overflow feeds the
flotation plant consisting of fourteen 500- cubic footconventional flotation cells. The reground-thickened flotation
concentrate feeds a conventional leaching and ADR CIP circuit. The CIP tailings pulp, after detoxification with hydrogen peroxide,
is conveyed to the Moita geomembrane-sheeted tailings dam. Gold recovery is performed by a conventional elution and EW circuit.



The hydrometallurgical route starts at
the flotation plant, which is fed by the grinding plant circuit-closing cyclones overflow. A leaching CIP ADR circuit of the reground
flotation concentrate ensues. The process finishes with the smelting of cathodes into gold bullion by means of an induction furnace.



46







Environmental Conditions



Jaguar has all the necessary environmental
licenses for the operation of the Caeté mining complex.



Taxes



Income taxes are 34% of taxable profit,
including a 25% corporate tax rate and a 9% social contribution. In addition to direct operating costs, royalty payments and depreciation
are deductible in determining taxable profit.



Mine Life



Based on the current mine plan, mining
operations at Caeté will continue through 2025. This figure considers Mineral Reserves and Measured and Indicated Resources.



Markets



All gold produced at the Caeté operation
is transported to São Paulo on a weekly basis for refining and sale at market prices.



Gurupi Project



Property Description and Location



The Gurupi Project is located in the state
of Maranhão, Brazil. MCT controls the Gurupi Project through a total of 33 mineral concessions totaling 141,525 hectares.
The Cipoeiro and Chega Tudo deposits, which were the subject of a January 2011 feasibility study filed by Jaguar, are located
in two of these 33 mineral concessions. No commercial production of gold has taken place on the Gurupi property.



The mineral rights (applications for mining
concessions) in connection with the Cipoeiro and Chega Tudo deposits are in good standing.



The Cipoeiro and Chega Tudo deposits are
located in an area that belongs to the National Institute of Colonization and Agrarian Reform (“INCRA”). Jaguar filed
a request for release of land tenure from INCRA in February 2010. On December 28, 2010, INCRA issued a ruling that entitles Jaguar
to start negotiations with landowners and settlers. Jaguar has carried out a socioeconomic evaluation in the area and completed
a comprehensive resettlement project that has been well received by the landowners and settlers.



In addition to statutory royalties based
on gold production paid to the Brazilian government, Jaguar will be required to pay a 0.75% NSR to Rio Tinto Desenvolvimentos
Minerais Ltda. (“Rio Tinto”) on gold production from six mineral concessions, including Cipoeiro. On December 28,
2012, Jaguar received notice that Rio Tinto had transferred its royalties rights to Vaaldiam Mining Inc.



Jaguar will also be required to pay a sliding
scale NSR, which is based on gold price and covers 27 mineral concessions, including Chega Tudo, to Franco-Nevada Corporation
(“Franco-Nevada”) as follows:



|Scale of Franco-Nevada NSR | 
|-------------------------- | 
|US$/ounce                  | 
|0-250                      | 
|250-300                    | 
|300-359                    | 
|350-400                    | 
|>400                       | 



47







Accessibility, Climate, Local Resources, Infrastructure and
Physiography



The Gurupi Project is accessed via the
Maracaçumé - Chega Tudo village road, a single lane municipal dirt road. A paved highway, which connects São
Luís to Belém, is located approximately 60 kilometers from Gurupi. The international airport of Marechal Cunha Machado
is located in São Luis, the state’s capital located 500 kilometers to the northeast of the Gurupi Project. The city
of Belém, which is located 383 kilometers from the Gurupi Project, has an international airport with direct daily flights
to the United States. There is a small airstrip for light passenger aircraft near the town of Maracaçumé. The São
Luis port receives about 50 ships per month and is equipped to handle supplies for the project. Skilled labor is expected to be
available upon commencement of mining operations.



The climate is equatorial, dry in winter,
and with a rainy period in summer (December to May). Average monthly temperatures range from 25.8°C in March to approximately
27.4°C in October and November. Temperature extremes range from 17.2°C to 37.7°C. Rainfall in the area can range between
1,200 mm and 3,200 mm, averaging 2,000 mm. Climate conditions permit year-round mining operations. Exploration field seasons are
usually limited to the dry season as activities can be dependent on rainfall intensity.



The terrain surrounding the deposits is
adequate for construction of all required facilities, including administration, camp, mine, plant, tailings and rejects, and waste
rock disposal facilities. Jaguar is currently in negotiations with the local farming and garimpeiro communities to complete agreements
with regards to the necessary surface rights for project construction.



Power to the project site is currently
supplied by the local utility company CEMAR. For development and operations, power will be delivered at 230 kV via a new overhead
line sourced from the SE Encruzo substation, a total distance of about 40 km. Emergency power will be provided by diesel backup
generators. In December 2010, Jaguar filed an application with the Ministry of Mines and Energy (“MME”) to receive
a connection to the national 230-kV transmission network. On June 14, 2011, The MME granted the authorization to connect to the
national 230-kV network via a 40-km 230-kV transmission line to be constructed by Jaguar, which will link the project substation
to the existing Encruzo Substation.



Fresh water to the future plant will be
provided by the Gurupi River, which is about 14 kilometers from the future plant site. A water treatment system will be installed
at the plant site to provide proper potable water supply.



The physical relief in the project area
varies from virtually flat to low rounded hills with about 30 meters of relief. Secondary-growth tropical bush and open grass
lands cover the vast majority of the area. Most of the area adjacent to the site is used for cattle ranching, farming, and logging
activities. Chega Tudo and Cipoeiro areas are crossed by small intermittent streams and have rural villages on the margins of
the northern extent of the mineralization.



History



Gold was first discovered in the project
area in the 17th century by colonial settlers. During the early 1900s and again in the mid-1980s, intermittent small-scale
production took place as part of a region-wide rush of artisan miners, known in Brazil as garimpeiros. Gold was mined from
oxidized weathered material, including alluvium, saprolite, and saprolite-hosted quartz veins, mostly from open pits limited to
about 40 meters in depth. Underground excavations have been of much lesser importance. Historical records do not exist. However,
the production of about 200,000 ounces of gold has been estimated over the past century or so through these small-scale efforts.



CNM Companhia Nacional de Mineração
Ltda. (“CNM”), a wholly-owned subsidiary of TVX Gold Inc. (“TVX”), commenced exploration in the project
area in 1994. Later that year, a joint venture between TVX and Santa Fe Pacific Gold Corp. (“Santa Fe”) was established.



CNM first drilled the Chega Tudo deposit
by targeting the known garimpo pits in the vicinity of the Chega Tudo village. At Cipoeiro, mineralization was first drilled
in late 1996 following the onset of garimpeiroactivity. From 1994 to 1997, exploration work programs comprised soil, saprolite,
rock chip and channel sampling, information acquisition from airborne-photogrametry programs, topographic data generation, ground
magnetic geophysical surveys, reconnaissance geological mapping, airborne magnetic and gamma-ray surveys, core and reverse circulation
(RC) drilling, and metallurgical testwork.



48







In 1997, Newmont purchased Santa Fe and
assumed control of the project. Between 1997 and 2000, Newmont conducted exploration work, including geological mapping, geochemical
sampling, airborne electromagnetic (“EM”) survey, ground magnetic and induced polarization (“IP”) surveys,
diamond drilling and RC drilling, core re-logging program, metallurgical testwork with a strong focus on comminution indices,
construction of geological models, and estimation of mineralized bodies’ resource grades and tonnages.



In 1999, TVX entered into a strategic business
partnership with Normandy Mining Ltd. (“Normandy”), forming TVX Normandy Americas, which controlled the project. 
In 2002, Newmont acquired Normandy.  As a result, TVX Normandy Americas became 49.9% owned by Newmont and 50.1% owned by
TVX.



In 2003, TVX purchased Newmont’s
interest in TVX Normandy Americas for US$180 million. Also in 2003, TVX, Kinross and Echo Bay Mines Ltd. (“Echo Bay”)
merged and the resulting entity, Kinross, took ownership control of the project.



Kinross completed infill and definition
core drilling programs at the Chega Tudo and Cipoeiro targets, metallurgical testwork, and bulk and solids density determinations.
In 2005, an unpublished feasibility study was commissioned and completed by AMEC. The AMEC feasibility study envisioned mining
to be performed by conventional open pit techniques, while the process route considered a primary crushing, semi-autogenous grinding
mill, ball milling, and a stripping and EW plant following a leaching-CIP circuit.



From 2006 through 2008, Kinross resumed
mineral exploration with the intention of investigating other potential targets that could increase mineral resources.



In 2009, Jaguar entered into negotiations
with Kinross to acquire the project and commissioned PAH to conduct a review of mineral resources, which was completed in early
December 2009. On December 2, 2009, Jaguar acquired 100% of MCT, which holds all of the mineral licenses for the Gurupi Project,
from an indirect wholly-owned subsidiary of Kinross. Jaguar satisfied the US$39 million purchase price for MCT by issuing 3,377,354
common shares in the capital of Jaguar to Kinross, representing approximately 4.07% of Jaguar’s outstanding common shares
(on a non-diluted basis) as of the date of the acquisition. Shortly thereafter, Jaguar commissioned AMEC to prepare a prefeasibility
study to identify cost-saving areas and to identify additional requirements for a feasibility study. AMEC’s prefeasibility
study was completed in May 2010. Subsequently, Jaguar commissioned TechnoMine to conduct a feasibility study, which was completed
in January 2011.



In early January 2012, Jaguar received
the LI, which authorizes the construction of the processing plant for the project. The LI was a critical step in the development
of the Gurupi Project and brings the Company closer to being able to realize the full value of its assets in Northern Brazil.
The licensing decisions for the Gurupi Project’s mining operations, tailings management facilities and other infrastructure
are pending subject to the Company’s acquisition of surface land rights. The Company is engaging in negotiations with land
holders.



Geology and Mineralization



The Gurupi Project area lies within an
elongate northwest–southeast-trending shear zone developed along the boundary between a Lower Proterozoic metamorphic belt
(Gurupi greenstone belt) and the southwestern margin of the Archaean São Luis craton. Most of the gold deposits and showings
of the Gurupi greenstone belt, including Chega Tudo and Cipoeiro, are hosted in structures associated with the strike-slip, sinistral
Tentugal shear zone. The project deposits are considered to be typical of mesothermal vein-style, or orogenic-style gold deposits.



Chega Tudo is hosted in a dacite metavolcanic
unit. Intrusive gabbro, extrusive andesite, and arkosic arenite rocks are in structural contact with the dacite. Rocks in the
deposit area have been widely affected by hydrothermal alteration. Mineralization is emplaced mainly in dacite and found solely
within zones of quartz–sericite–pyrite alteration and is closely related to the amount of pyrite introduction. Typically,
mineralization forms en-echelon pods elongated with the shear foliation and persisting for tens to hundreds of meters of strike
and a similar distance down dip. These northwest-trending, steeply southwest-dipping mineralized zones range from a few meters
to as much as 30 meters in width and can form multiple pods that can be as much as 100 meters wide.



49







Two main litho-types are recognized at
Cipoeiro, a tonalite and an arkosic fine-grained arenite with thin quartz–pebble conglomerate layers. The primary mineralization
is hosted by a coarse equigranular intrusive of tonalitic composition. The hydrothermal system at Cipoeiro was chemically similar
to Chega Tudo’s. Silica flooding and replacement of the tonalite is more intense and more widespread than seen in the metavolcanics
at Chega Tudo. However, gold remains most closely associated with sulfide (pyrite) introduction and quartz–sericite alteration.
Two zones of mineralization have been defined, the Contact Ore Zone on the south and the Blanket Ore Zone to the north. The zones
are separated by the Central Fault Zone (CFZ).



Exploration



TVX, Santa Fe, Newmont and Kinross conducted
exploration activities on the Gurupi Project, including the acquisition of an airborne photogrammetry base, topographic data,
reconnaissance, regional and detailed geological mapping, soil, saprolite, rock chip and channel sampling, ground and airborne
geophysical surveys, reverse circulation (“RC”) and diamond drilling, mineralization characterization studies and
metallurgical testing of samples. Petrographic, fluid inclusion, stable isotope studies, and density measurements on the different
lithologies were also carried out.



During 2004, Kinross performed a two meter
resolution topographic survey of the garimpeiros’ pits. Topography was checked based on field surveys completed by
licensed Brazilian surveyors using modern survey instruments. The field surveys confirmed the current limits of the garimpeiros’
pits in the topographic surface.



Regional and detailed geological mapping
was completed in several phases. Map scales varied from regional (1:50,000) to local (1:500). Regional scale mapping was based
on a photogrammetry base; prospect-scale mapping used grids for control. Map results were used to identify areas of quartz veining,
alteration, and sulfide outcrop that warranted additional work. Interpretation of air photos was used to vector into areas that
required more detailed geological mapping and sampling.



Soil, saprolite, rock chip and channel
sampling were used to evaluate mineralization potential and generate targets for RC and diamond drilling. A total of 42,024 soil,
rock chip, and saprolite samples were taken, primarily in areas of known garimpeirosworkings. Channel sampling of the
garimpeirospits and excavations totalled 6,277 samples.



Airborne geophysical surveys, comprising
magnetic, radiometric and EM data acquisition, treatment, and interpretation were used to vector into mineralization and generate
targets for drilling programs. Surveys were performed by contract expert geophysical firms. The airborne magnetic and radiometric
survey covered about 10,180 line km, in an area of about 1,900 km2. The EM Survey covered an area of about 497 km2,
corresponding to approximately 2,655 line km. Airborne geophysical anomalies were checked on the ground using ground geophysics
magnetics and IP surveys.



Ground surveys were performed by Newmont
and Kinross personnel. Ground magnetic surveys were performed at Chega Tudo, covering 43 line km in an area of approximately 10
km2. A total of 64 line km of IP surveys were completed at Cipoeiro and Chega Tudo, covering a total area of 22 km2.



Geophysical surveying has been effective
in mapping sulfide mineralization that could include gold mineralization associated with regional structural trends and associated
splay structures.



The Brazilian Geological Service (“CPRM”)
undertook detailed geological, mineralogical, isotopic and age-dating studies on the Gurupi Belt, which included generating chemical
data for hydrothermal chlorites and stable isotope (O, H, C, S) compositions of silicate, carbonate, and sulfide minerals from
the Chega Tudo and Cipoeiro deposits. These chemical and isotopic results, in addition to field, structural, and petrographic
information, enabled the CPRM staff participating in the studies to discuss petrogenesis-related variables of the Cipoeiro and
Chega Tudo deposits, including temperature and redox conditions of mineralization, as well as possible sources for fluids and
metals. Such data have a major influence on metallogeny models for exploration, and therefore on exploration program layouts.



Five mineralization samples were examined
using scanning electron microscopy to aid in gold mineralogy determinations. The results were used to define the Project’s
mineralogy.



50







Drilling



Drilling on the Project has consisted of
448 core holes over 67,940.70 meters and 258 RC drill holes over 27,518.66 meters for a total of 706 holes drilled over 95,495.36
meters.



The RC holes were drilled using 3.5-inch
(88.9 millimeters) rods with a nominal 4.5-inch (114.3 millimeters) diameter hole. RC samples were collected at regular one meter
intervals in plastic bags at the sample cyclone. The entire sample was then transported back to the field sample preparation facility
for drying, splitting and preparation.



Core diameters are consistently HQ (63.5
millimeters) diameter core from surface through the saprolite to bedrock. At depths of about one meter to three meters into bedrock
the holes were reduced to NQ (47.6 millimeters) diameter to the final hole depth.



Core was transferred to wooden core boxes
and brought to the Project core processing facility where it was photographed, logged for geological and geotechnical information,
and sampled. Transportation of core boxes to the Newmont-built, well-organized and well-maintained core shed was done by the drilling
company personnel or the drilling supervisor.



Logging of RC drill cuttings and core utilized
standard logging procedures. Initial logging utilized paper forms, with manually-entered data into a database from the form.



Samples were geologically logged with a
system for identifying lithologies, alteration assemblage, degree of ductile shearing, quartz veining, and sulfide content. Kinross
added geotechnical logging to the program in 2003.



In 1998, Newmont relogged the drill core
and select RC hole samples from Cipoeiro. The relogging focused on identifying and coding into a drill core sample database some
key features associated with the mineralization, including sulfide percent, quartz–sericite alteration and shear foliation.



Drill cores were photographed prior to
splitting and a photographic record is kept of all drill hole and core logs.



Drill hole collar coordinates were gathered
during the 1990s drilling campaigns using hand-held GPS instruments.



Drill collars for the 2003 to 2008 drill
holes were surveyed prior to the rig occupying the site and after completion of the hole. Surveys were performed using digital
GPS and Total Station instruments. Only the final completed hole survey was used in the project database.



Down-hole surveys of core holes have been
performed using Ezy-shot and Tropari instruments. RC holes were not typically down-hole surveyed.



Detailed measurements of core recovery
have been routinely recorded on geological logs for virtually all the core holes.



Tonalite and dacite recoveries generally
exceeded 95%. Although in near-surface, saprolitic material core recovery varied considerably, the overall recovery consistently
exceeded 85% to 90%.



Drill holes have been drilled on oblique
northeast–southwest 50-meter drilling fences, with holes drilled at 50-meter intervals along these sections.



At Chega Tudo, the majority of drill holes
have angles between 40o to 60o to the southwest; however, due to restrictions on drill hole collar locations in areas
close to Chega Tudo village, some drill holes were directed to the northeast. Several holes have been directed in slightly varied
orientation to the fences. Mineralization at Chega Tudo typically dips approximately 80oSW with a true thickness of 10–50
meters, comprising individual “lodes” ranging in thickness from 2–20 meters.



51







Drill holes within the Chega Tudo deposit
are based on a grid line that has a baseline with a northwest–southeast orientation. Sections along the base line have irregular
spacings, ranging from 25-80 meters. Drill holes are spaced along the lines at 30–60 meter spacings. Drilling that supports
estimation comprises 42 RC holes over 3,426 meters and 83 core holes over 11,727 meters.



The majority of drilling directed at the
Contact Zone mineralization within Cipoeiro has a 60o angle to the southwest. The drilling directed at the Blanket Zone has
a variety of angle due to the varying dip of the deposit. Almost all of the drilling is directed to the southwest. At Cipoeiro,
the Contact Zone dips to the NE at approximately 45o to 60o, while the Blanket Zone has a variable dip to the south
between 10o to 50o.



The Cipoeiro drill holes fall within two
drilling grids. The first grid, covering an area of 2,450 meters x 380 meters within the Contact Zone, has a base line that is
oriented north–northwest–south–southeast. Section lines within the grid are irregular; line spacings range between
50 meters and 100 meters. Drill holes are typically spaced at 50 meters along the lines. The second grid covers the Blanket Zone
and covers an area of about 1,100 meters x 600 meters. The grid base line has a north–northeast–south–southwest
alignment. Section lines are spaced irregularly along the baseline, varying from 60 meters to 90 meters. Drill hole spacing along
the lines ranges from 40 meters to 80 meters. Drilling that supports estimation comprises 40 RC holes over 4,086 meters and 124
core holes over 19,164 meters.



Between the third quarter of 2011 and the
second quarter of 2012, Jaguar conducted a comprehensive diamond drilling campaign at the Chega Tudo and Cipoeiro deposits within
the Gurupi Project. A total of 24,497 meters were drilled in 107 holes for 19,655 samples recovered. The drill results confirmed
the extension of the mineralization to a depth of over 350 meters below surface at Chega Tudo and over 300 meters depth at Cipoeiro.
Previous drilling programs, which included a total of 75,233 meters drilled in 543 holes, had confirmed the mineralization to
depths of approximately 130 meters at Chega Tudo and 170 meters at Cipoeiro. Gold mineralization at both the Chega Tudo and Cipoeiro
deposits remains open at depth.



Based on analysis of the recent drilling
results, Jaguar increased its estimated Measured and Indicated Mineral Resources at its Gurupi Project by 40% to 3.52 million
ounces of gold. The resources, stated at a cutoff grade of 0.21 g/t Au, include 46.66 million tonnes of Measured Resources at
0.72 g/t Au and 95.98 million tonnes of Indicated Resources at 0.79 g/t Au.



The Mineral Resource estimates for the
Gurupi Project were carried out by Ms. Leah Mach, Principal Geologist, at SRK. Ms. Mach is an independent Qualified Person in
accordance with NI 43-101.



Work on a revised feasibility study for
the development of the Gurupi Project, which intends to incorporate the new drill results and resource estimates, is ongoing.
However, it has been delayed as Jaguar continues to focus on completing the restructuring and implementation of the production
programs at its operations in Minas Gerais.



While the Company has focused recent drilling
and exploration on the Chega Tudo and Cipoeiro deposits, the Gurupi concession includes 12 additional identified targets in 33
contiguous mineral rights totaling 150,605 hectares. These additional targets have not been included in any of the Company's Mineral
Resource estimates or feasibility studies related to the Gurupi Project to date. These targets have been identified by favorable
geology, structures, old artisan mine works, soil and channel sampling anomalies and exploration drilling, and represent the potential
for further increases in mineral resources at Gurupi.



During the third quarter of 2012, Jaguar
completed infill and extensional diamond drilling carried out over a 900-meter (along the strike) mineralized sector of one of
the 12 additional targets mentioned above. This target, known as the Mandiocal Target, is located approximately one kilometer
NW of Gurupi’s Chega Tudo deposit and represents the extension of its mineralized structure. The drilling results, in addition
to results obtained by drilling performed by the previous owners, confirm the deposit mineralization extend to the NW.



Sampling and Analysis



In 1996, Santa Fe established a sample
preparation facility at the project site to handle the core, RC, and surface geochemical samples collected during exploration
programs managed by Santa Fe and later Newmont. Company personnel were responsible for sample preparation from 1996–2000.



52







There is no record of the analytical laboratories
prior to 1996. Core, RC, and surface geochemical samples (from the Santa Fe and Newmont programs (1996–2000) were dispatched
to Nomos Análises Minerais Ltda. (“Nomos”) in Belo Horizonte, Brazil. Samples generated by Kinross exploration
and delineation drilling programs between 2003 and 2008 were prepared and analysed by Lakefield–Geosol Laboratories (Lakefield),
also in Belo Horizonte. Lakefield is independent of Kinross, and was ISO-certified at the time of analysis. Lakefield was acquired
by the SGS Laboratory Group during 2004.



Check sampling has been undertaken by ALS
Chemex, Bondar Clegg and Cone Laboratories.



Bondar Clegg was an independent, ISO-certified
laboratory group that was acquired by ALS Chemex in 2001. The ALS Chemex laboratories maintain independence and ISO certification.
Cone Laboratories certification at the time of analysis is unknown.



Extensive documentation for the sample
preparation by Santa Fe and Newmont at the on-site laboratory preparation facility was reviewed for the purposes of the in-house
AMEC 2005 feasibility study. Methods utilized conform to standard industry practices.



Drill core samples were crushed to minus
10 mesh; then a two kilogram split was pulverized to a nominal 90% passing 150 mesh using a ring pulverizer. An assay split of
250 grams was collected from the pulp and shipped to Nomos for a 50-gram fire assay digestion, and AA determination for gold.
Results greater than 10.0 grams per tonne of gold were re-assayed with a gravity finish.



Kinross’ diamond core samples were
prepared and assayed at Lakefield’s Belo Horizonte laboratory. The sample preparation and assay procedures were similar
to those used by Santa Fe and Newmont. Samples were crushed and pulverized in their entirety to 95% passing 150 mesh using a ring
pulverizer. A 250-gram sample pulp was then collected for analysis. Lakefield employed the same 50-gram fire assay digestion and
subsequent AA determination method to complete each analysis.



Blank control samples were typically inserted
into the sample stream. Review of the blank results performed by AMEC in 2005 indicated that the sample preparation process was
free of contamination.



Entry of information into databases utilized
a variety of techniques and procedures to check the integrity of the data entered. The current Project database is in MS Access.
Geological data from early drilling programs were entered into spreadsheets in a single pass. Assays were received electronically
or by disc from the laboratories and imported directly into the database. Drill-hole collar and down-hole survey data were manually
entered into the database.



Data were verified prior to geological
modeling and mineral resource estimation by means of in-built program triggers within the software. Checks are performed on surveys,
collar co-ordinates, lithology data, and assay data.



Documentation for the pre-Kinross programs
is generally available, but not comprehensive. Typically, geological logs, and analytical data are preserved for all drill holes;
however collar data is partially missing.



Paper records were kept for all Kinross
assay and QA/QC data, geological logging and density information, downhole and collar coordinate surveys. All paper records were
filed by drill hole, for quick spotting and retrieval of any information desired. Assays, downhole surveys, and collar surveys
were stored in the same file as the geological logging information. In addition, sample preparation and laboratory assay protocols
from the laboratories were monitored and kept on file.



Assay pulps and crushed reject material
are stored off-site. Core is stored in wooden core boxes on steel racks in the buildings adjacent to the core logging and cutting
facilities. The core boxes are racked in numerical sequence by drill hole number and depth.



53







Security of Samples



During the 2003–2004 and 2007–2008
periods of Kinross drilling programs, cores were kept at the drill rig until the end of each shift. They were then delivered to
the logging facility and placed on benches for photography and logging. The core was typically sawed and sampled within a three-day
period. During the various stages of this process, the access to the core was available to assigned drill crew, supervisors, and
project staff.



Sample sacks were typically accessible
to a limited number of transportation personnel during shipment of samples to Belo Horizonte. Chain of custody procedures consisted
of filling out sample submittal forms that were sent to the laboratory with sample shipments, to assure that all samples were
received by the laboratory.



Mineral Resource and Reserve Estimates



The Gurupi Project has an estimated 142,636,280
tonnes of Indicated Mineral Resources at an average grade of 0.77 grams per tonne totaling 3,519,410 ounces of gold and 7,719,290
tonnes of Inferred Mineral Resources at an average grade of 0.67 grams per tonne totaling 165,340 ounces of gold.



Probable gold Reserves, which are included
in the reported Mineral Resource estimate, are estimated at 63,756,700 tonnes at an average grade of 1.14 grams per tonne totaling
2,327,930 ounces. Mineral Reserve estimates are based on TechnoMine’s 2011 feasibility study and do not contemplate the
2012 SRK Mineral Resource increase.



Environmental Licensing



In November 2010, Jaguar filed the required
environmental studies with the appropriate environmental agency in the state of Maranhão to obtain the LP. A public hearing
in connection with the LP was held on March 16, 2011 and the outcome was positive. As a result of this meeting, Jaguar received
the LP in June 2011. After the LP was granted, Jaguar completed the detailed engineering required to obtain the LI. Jaguar received
the LI, which authorizes the construction of Gurupi’s processing plant, in January 2012. The licensing decision for the
tailings impoundment facility for the project is pending subject to the acquisition by Jaguar of surface land rights for their
construction. Several land options are being considered and the Company is engaging in negotiations with land holders. The Operation
License (“LO”) will be required after the LI for the tailings impoundment facility is granted and after implementation
of the project.



Summary of Project Economics



In accordance with the 2011 TechnoMine
feasibility study, the adopted gold price for the Gurupi Project base case scenario is US$1,066 per ounce of gold average for
the LOM. The Project’s estimated non-discounted “monetizable” (salable) total gold production is 1,932,920 ounces
of gold, which would yield total non-discounted gross revenue of US$2,060.5 million. Based on a 13-year LOM, the average annual
gross revenue would amount to US$158.5 million. Below is a summary of the Project economics.

|ROM total tonnage:
        ROM total contained gold:                                                                                                                                                                                                                                                                                      | 63,756,700 tonnes
        2,327,930 ounces                                                                                                                                                                                                                                                               
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Mill Feed Grade (LOM
        average):
        Mining Rate:                                                                                                                                                                                                                                                                               | 1.10 grams per tonne
        4,000,000 tonnes in 2013
        4,500,000 tonnes in 2014
        5,000,000 tonnes yearly
        from 2015 to 2021 5,200,000 tonnes in 2022
        5,256,700 tonnes in 2023
        4,900,000 tonnes yearly
        from 2024 to 2025                                     
|ROM average “cruise”
    production:                                                                                                                                                                                                                                                                                                      | 13,890 tonnes per
    day                                                                                                                                                                                                                                                                                
|Metallurgical recovery:
        Total gold production:
        Gold average annual production:
        Project life (LOM):
        CAPEX (total):
        Average cash cost:
        Average full-loaded cash
        cost:
        Start of production:
        Exchange rate construction
        period
        Exchange rate over LOM | 85.6%
        1,932,920 ounces of gold
        148,690 ounces per year
        13 years
        US$345.7 million (straight)
        US$445 per ounce of gold
        US$676 per ounce, including
        invested capital
        First quarter of 2013
        US$1.00 = R$1.80
        US$1.00 = R$1.90



54







Depreciation and amortization have been
prorated over the Gurupi Project mine life. The cumulative operating profit has been estimated at US$1.1 billion. The after-tax
cumulative profit estimate is US$985 million and the cumulative net cash flow estimate is US$640 million.



Mining Operations and Metallurgical Process



In accordance with the 2011 TechnoMine
feasibility study, the mining method to be used in the Gurupi Project will be open pit. The saprolite zone will be mined by hydraulic
excavator and the bedrock will require drilling and blasting. Haul roads and in-pit ramps are designed at 10% gradient and with
a width of 22 meters, based on approximately three and half times the width of a Caterpillar 777 haul truck (approximately 6.1
meters). This will provide sufficient width for two lanes of traffic and also allows space for a drainage ditch and safety berm.



The water management system deals with
the drainage of the spring and rain water on the open pit, waste dump areas, process plant area, tailings basin area and on the
Chega Tudo to Cipoeiro haul road.



Mining equipment selection was based on
the use of diesel-powered, rigid-framed haul trucks, front-end loaders and excavators.



A mine schedule was developed for the three
pits, one at Chega Tudo and two at Cipoeiro, based on an assumption of three eight hour shifts per day, seven days per week. The
mine schedule was stated using a ten meter operational bench height and ore zones within each of the pits interpreted as being
continuous. This allows flexible sequencing of ore and waste as required for mill feed. The ore and waste quantities in the schedule
were reported separately for both the saprolite and bedrock material types.



Mining is planned to commence in the Cipoeiro
region due to the higher-grade ore in those pits. Chega Tudo mining is scheduled to be initiated during Year 8. Mining will be
gradually introduced at Chega Tudo to reduce the impact on the trucking requirements.



The host rock at Cipoeiro is Tonalite,
while Dacite is the host rock at Chega Tudo. Dacite will be processed starting in 2020. The mineral processing route will consist
of the following sequence of operations:



Concentration: 100% of the total mill feed
(solids of tonalite and transition ore) and 100% of the total feed to the saprolite scrubbing and classification plant –
no cyanide addition.



| | - | Crushing and screening, including
                                                               HPGR as tertiary crusher;
| | - | --------------------------------------------------------------------------------------------------------------------------

| | - | Grinding, cycloning, and thickening;
| | - | ------------------------------------

| | - | Flotation and continuous discharge
                                                               gravity concentration of the flotation rejects;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------

| | - | Rejects cycloning and thickening
                                                               plant fed by the gravity circuit rejects (about 82% of the total
                                                               mill feed - solids);
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | - | Regrinding, cycloning and thickening
                                                               of the flotation concentrate;
| | - | ---------------------------------------------------------------------------------------------------------------------------------

| | - | Saprolite scrubbing and classification
                                                               plant.
| | - | ------------------------------------------------------------------------------------------------------------



CIP Plant: 18% of the total mill feed (solids) and 100% saprolite
mill feed (solids) – cyanide addition.



| | - | Hydrometallurgy - via a conventional
                                                               leaching and ADR CIP process of the reground/thickened flotation
                                                               concentrate and saprolite ore feed. Recovery will be performed
                                                               by an EW circuit, after elution (desorption; stripping) of the
                                                               CIP loaded carbon;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | - | Cyanide destruction plant for the
                                                               CIP tailings pulp.
| | - | -------------------------------------------------------------------------------------------------------------------



The adopted overall metallurgical recovery
(flotation/gravity separation/leaching/ADR) is 85.6%. The metallurgical recovery was adopted based on testwork carried out by
SGS Lakefield, Canada and Knelson Research & Technology Centre – Langley, BC, Canada.



55







Taxes



Income taxes are 24% of taxable profit,
including a 15% corporate tax rate and a 9% social contribution. For the first ten years of operations, the Federal Government
of Brazil offers a 75% tax deduction incentive. In addition to direct operating costs, royalty payments and depreciation are deductible
in determining taxable profit.



RISK FACTORS



| | I. | Risks Relating to the Gold Industry
| | -- | -----------------------------------



Gold prices are volatile and there
can be no assurance that a profitable market forgold will exist.



Gold prices are volatile and subject to
changes resulting from a variety of factors including international economic and political trends, expectations of inflation,
global and regional supply and demand and consumption patterns, stock levels maintained by producers and others, currency exchange
fluctuations, inflation rates, interest rates, hedging activities and increased production due to improved mining and production
methods. While the price of gold has recently been strong, there can be no assurance that gold prices will remain at such levels
or be such that Jaguar’s properties can be mined at a profit.



Mining is inherently risky and subject to conditions and
events beyond Jaguar’s control.



Mining involves various types of risks and hazards, including:



| | · | environmental hazards;
| | - | ----------------------



| | · | unusual or unexpected geological operating conditions,
such as rock bursts, structural cave-ins or slides;
| | - | ----------------------------------------------------------------------------------------------------------



| | · | flooding, earthquakes and fires;
| | - | --------------------------------



| | · | labor disruptions;
| | - | ------------------



| | · | industrial accidents;
| | - | ---------------------



| | · | unexpected mining dilution such as occurred at Turmalina
in 2010;
| | - | -----------------------------------------------------------------



| | · | metallurgical and other processing problems; and
| | - | ------------------------------------------------



| | · | metal losses and periodic interruptions due to inclement
or hazardous weather conditions.
| | - | -----------------------------------------------------------------------------------------



These risks could result in damage to,
or destruction of, mineral properties, production facilities or other properties, personal injury or death, environmental damage,
delays in mining, increased production costs, monetary losses and possible legal liability.



Jaguar may not be able to obtain insurance
to cover these risks at affordable premiums or at all. Insurance against certain environmental risks, including potential liability
for pollution or other hazards as a result of the disposal of waste products occurring from production, is not generally available
to Jaguar or to other companies within the mining industry. Jaguar may suffer a material adverse effect on its business if it
incurs losses related to any significant events that are not covered by its insurance policies.



Calculation of Mineral Reserves and
Resources and metal recovery is only an estimate, and therecan be no assurance about the quantity and grade of
minerals until resources are actually mined.



The calculation of reserves, resources
and corresponding grades being mined or dedicated to future production are imprecise and depend on geological interpretation and
statistical inferences or assumptions drawn from drilling and sampling analysis, which might prove to be unpredictable. Mineral
Resources that are not Mineral Reserves do not have demonstrated economic viability. Until reserves or resources are actually
mined and processed, the quantity of reserves or resources and grades must be considered as estimates only. Any material change
in reserves, resources, grade or stripping ratio at Jaguar’s properties may affect the economic viability of Jaguar’s
properties. In addition, there can be no assurance that metal recoveries in small-scale laboratory tests will be duplicated in
larger scale tests under on-site conditions or during production.



56







The reserve estimates contained in this
annual information form are based upon estimates or reports published by Jaguar’s personnel and independent geologists,
who use assumed future prices, cut-off grades and operating costs that may prove to be inaccurate. Such estimation is a subjective
process, and the accuracy of any reserve or resource estimate depends on the quantity and quality of available data and on the
assumptions made and judgments used in interpreting geological data. There are numerous uncertainties inherent in estimating mineral
reserves and resources and metal recovery, many of which are beyond Jaguar’s control, and as a result, no assurance can
be given as to the accuracy of such estimates or reports. Extended declines in the market price for gold may render portions of
Jaguar’s mineralization uneconomic and result in reduced reported mineral reserves. A material reduction in Jaguar’s
estimates of mineral reserves, or of Jaguar’s ability to extract this mineralization, could have a material adverse effect
on Jaguar’s financial condition and results of operations.



| | II. | Risks Relating to Jaguar’s Business
| | --- | -----------------------------------



Jaguar’s operations involve
exploration and development and there is noguarantee that any such activity will result in commercial production
of mineral deposits.



The proposed programs on the exploration
properties in which Jaguar holds an interest are exploratory in nature and such properties do not host known bodies of commercial
ore. Development of these mineral properties is contingent upon, among other things, obtaining satisfactory exploration results.
Mineral exploration and development involve substantial expenses related to locating and establishing mineral reserves, developing
metallurgical processes and constructing mining and processing facilities at a particular site. It also involves a high degree
of risk, which even a combination of experience, knowledge and careful evaluation may not be able to adequately mitigate. Few
properties which are explored are ultimately developed into producing mines, and there is no assurance that commercial quantities
of ore will be discovered on any of Jaguar’s exploration properties. There is also no assurance that, even if commercial
quantities of ore are discovered, a mineral property will be brought into commercial production, or if brought into production,
that it will be profitable. The discovery of mineral deposits is dependent upon a number of factors including the technical skill
of the exploration personnel involved. The commercial viability of a mineral deposit is also dependent upon, among a number of
other factors, its size, grade and proximity to infrastructure, current metal prices, and government regulations, including regulations
relating to required permits, royalties, allowable production, importing and exporting of minerals and environmental protection.
The exact effect of these factors cannot be accurately predicted, but the combination of any of these factors may prevent Jaguar
from receiving an adequate return on invested capital. In addition, depending on the type of mining operation involved, several
years can elapse from the initial phase of drilling until commercial operations are commenced. Some ore reserves may become unprofitable
to develop if there are unfavorable long-term market price fluctuations in gold, or if there are significant increases in operating
or capital costs. Most of the above factors are beyond Jaguar’s control, and it is difficult to ensure that the exploration
or development programs proposed by Jaguar will result in a profitable commercial mining operation.



The results of Jaguar’s Gurupi
feasibility study remain subject to many risks relating both to that project and mining operations generally.



Jaguar’s decision to develop a mineral
property is typically based on the results of a feasibility study. Jaguar has completed feasibility study work which outlines
Mineral Reserves for the Gurupi Project in accordance with NI 43-101. Feasibility studies estimate the anticipated project economic
returns. These estimates are based on assumptions regarding, among other things:



| | · | future gold prices;
| | - | -------------------



| | · | future foreign currency exchange rates;
| | - | ---------------------------------------



| | · | anticipated tonnages, grades and metallurgical characteristics
of ore to be mined and processed;
| | - | ------------------------------------------------------------------------------------------------



| | · | anticipated recovery rates of gold extracted from the
ore; and
| | - | --------------------------------------------------------------



57







| | · | anticipated
                                                                                                         capital expenditure and
                                                                                                         cash operating costs.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Actual cash operating costs, production
and economic returns may differ significantly from those estimated by such studies. Operating costs and capital expenditure are
driven to a significant extent by the costs of the commodity inputs, including the cost of fuel and chemical reagents, consumed
in mining activities. In addition, there are a number of uncertainties inherent in the development and construction of any new
mine, including the timing and cost of the construction of mining and processing facilities (which can be considerable), the availability
and cost of skilled labor, power, water and transportation facilities, the availability and cost of appropriate smelting and refining
arrangements, the ability to obtain necessary environmental and other governmental permits and the time to obtain such permits,
and the availability of funds to finance construction and development activities.



These estimates used in Jaguar’s
feasibility studies depend upon the data available and the assumptions made at the time the relevant estimate is made. Ore reserve
estimates are not precise calculations and depend on the interpretation of limited information on the location, shape and continuity
of the occurrence and on the available sampling results. Further exploration and feasibility studies can result in new data becoming
available that may change previous ore reserve estimates which will impact upon both the technical and economic viability of production
from the relevant mining project. Changes in the forecast prices of commodities, exchange rates, production costs or recovery
rates may change the economic status of reserves resulting in revisions to previous ore reserve estimates. These revisions could
impact depreciation and amortization rates, asset-carrying values provisions for closedown, restoration and environmental clean-up
costs.



Fluctuations in currency exchange
rates may adversely affect Jaguar’s financialposition and results of operations.



Fluctuations in currency exchange rates,
particularly operating costs denominated in currencies other than U.S. dollars, may significantly impact Jaguar’s financial
position and results of operations. Jaguar generally sells its gold based on a U.S. dollar price, but a major portion of Jaguar’s
operating expenses are incurred in non-U.S. dollar currencies. In addition, the appreciation of the Brazilian Real against the
U.S. dollar has and could further increase the dollar costs of gold production at Jaguar’s mining operations in Brazil,
which could materially and adversely affect Jaguar’s earnings and financial condition.



Competition for new mining properties
may prevent Jaguar from acquiring interests inadditional properties or mining operations.



The gold mining industry is intensely competitive.
Significant and increasing competition exists for gold and other mineral acquisition opportunities throughout the world. Some
of the competitors are large, more established mining companies with substantial capabilities and greater financial resources,
operational experience and technical capabilities than Jaguar. As a result of this competition, Jaguar may be unable to acquire
rights to additional attractive mining properties on terms it considers acceptable. Increased competition could adversely affect
Jaguar’s ability to attract necessary capital funding or acquire an interest in additional operations that would yield reserves
or result in commercial mining operations.



Jaguar may experience problems integrating new acquisitions
into its existing operations.



Jaguar’s success at completing acquisitions will depend
on a number of factors, including, but not limited to:



| | · | identifying
acquisitions that fit Jaguar’s strategy;
| | - | ----------------------------------------------------



| | · | negotiating
acceptable terms with the seller of the business or property to be acquired; and
| | - | --------------------------------------------------------------------------------------------



| | · | obtaining
approval from regulatory authorities in the jurisdictions of the business or property to be acquired.
| | - | ---------------------------------------------------------------------------------------------------------------



If Jaguar does make further acquisitions, any positive effect
on Jaguar’s results will depend on a variety of factors, including, but not limited to:



| | · | assimilating the operations of an acquired business or
property in a timely and efficient manner
| | - | ------------------------------------------------------------------------------------------------



58







| | · | maintaining
Jaguar’s financial and strategic focus while integrating the acquired business or property;
| | - | -------------------------------------------------------------------------------------------------------



| | · | implementing
uniform standards, controls, procedures and policies at the acquired business, as appropriate; and
| | - | ---------------------------------------------------------------------------------------------------------------



| | · | to
                                                                                                          the extent that Jaguar
                                                                                                          makes an acquisition
                                                                                                          outside of markets in
                                                                                                          which it has previously
                                                                                                          operated, conducting
                                                                                                          and managing operations
                                                                                                          in a new operating environment.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Acquiring additional businesses or properties
could place increased pressure on Jaguar’s cash flow if such acquisitions involve cash consideration or the assumption of
obligations requiring cash payments. The integration of Jaguar’s existing operations with any acquired business will require
significant expenditures of time, attention and funds. Achievement of the benefits expected from consolidation would require Jaguar
to incur significant costs in connection with, among other things, implementing financial and planning systems. Jaguar may not
be able to integrate the operations of a recently acquired business or restructure its previously existing business operations
without encountering difficulties and delays. In addition, this integration may require significant attention from Jaguar’s
management team, which may detract attention from Jaguar’s day-to-day operations. Over the short-term, difficulties associated
with integration could have a material adverse effect on Jaguar’s business, operating results, financial condition and the
price of Jaguar’s securities. In addition, the acquisition of mineral properties may subject Jaguar to unforeseen liabilities,
including environmental liabilities.



Jaguar relies on its management and key personnel, and
there is no assurance that such persons will remain at Jaguar, or that it will be able to recruit skilled individuals.



Jaguar relies heavily on its management.
Jaguar does not maintain “key man” insurance. Recruiting and retaining qualified personnel is critical to Jaguar’s
success. The number of persons skilled in the acquisition, exploration and development of mining properties is limited and competition
for the services of such persons is intense. In addition, as Jaguar’s business activity grows, it may require additional
key financial, administrative, technical and mining personnel. The failure to attract and/or retain such personnel to manage growth
effectively could have a material adverse effect on Jaguar’s business, prospects, financial condition and results of operations.



Actual capital costs, operating costs,
production and economic returns may differsignificantly from those estimated by Jaguar and there can be no assurance
that any future development activities will result in profitable mining operations.



Capital and operating costs, production
and economic returns, and other estimates contained in the feasibility studies for Jaguar’s projects may differ significantly
from those anticipated by Jaguar’s current studies and estimates, and there can be no assurance that Jaguar’s actual
capital and operating costs will not be higher than currently anticipated. In addition, delays to construction schedules may negatively
impact the net present value and internal rates of return of Jaguar’s mineral properties as set forth in the applicable
feasibility studies.



Increases in energy costs or the
interruption of Jaguar’s energy supply may adversely affect Jaguar’s results of operations.



Jaguar’s operations are energy intensive
and rely upon third parties for the supply of the energy resources consumed in its operations. The prices for and availability
of energy resources may be subject to change or curtailment, respectively, due to, among other things, new laws or regulations,
imposition of new taxes or tariffs, interruptions in production by suppliers, worldwide price levels and market conditions. In
addition, in recent years, the price of oil has risen dramatically due to a variety of factors. Disruptions in supply or increases
in costs of energy resources could have a material adverse impact on Jaguar’s financial condition and the results of operations.



There can be no assurance that the
interests held by Jaguar in its properties arefree from defects.



Jaguar’s properties may be subject
to prior recorded and unrecorded agreements, transfers or claims, and title may be affected by, among other things, undetected
defects. Title insurance is generally not available for mineral properties,
and Jaguar’s ability to ensure that it has obtained a secure claim to individual mining properties or mining concessions
may be severely constrained.Jaguar has not conducted surveys of all of the claims in which it holds direct or indirect
interests. A successful challenge to the precise area and location of these claims could result in Jaguar being unable to operate
on its properties as permitted or being unable to enforce its rights with respect to its properties. No
assurance can be given that Jaguar’s rights will not be revoked or significantly altered to its detriment. There can also
be no assurance that its rights will not be challenged or impugned by third parties.



59







Jaguar is exposed to risks of changing
political stability and government regulationin the country in which it operates.



Jaguar holds mineral interests in Brazil
that may be affected in varying degrees by political instability, government regulations relating to the mining industry and foreign
investment therein, and the policies of other nations in respect of Brazil. Any changes in regulations or shifts in political
conditions are beyond Jaguar’s control and may adversely affect its business. Jaguar’s operations may be affected
in varying degrees by government regulations, including those with respect to restrictions on production, price controls, export
controls, income taxes, expropriation of property, employment, land use, water use, environmental legislation and mine safety.
The regulatory environment is in a state of continuing change, and new laws, regulations and requirements may be retroactive in
their effect and implementation. Jaguar’s operations may also be adversely affected in varying degrees by political and
economic instability, economic or other sanctions imposed by other nations, terrorism, military repression, crime, extreme fluctuations
in currency exchange rates and high inflation.



Jaguar is subject to significant
governmental regulations.



Jaguar’s mining and exploration activities
are subject to extensive local laws and regulations. Failure to comply with applicable laws, regulations and permitting requirements
may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities, who may require operations
to cease or be curtailed, or corrective measures requiring capital expenditures, installation of additional equipment, or remedial
actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining
activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.



Amendments to current laws, regulations
and permits governing operations and activities of mining companies, or more stringent implementation of such requirements, could
have a material adverse impact on Jaguar and cause increases in capital expenditures or production costs or reductions in levels
of production at producing properties or require abandonment or delays in development of new mining properties.



Jaguar’s operations are subject
to numerous governmental permits, which are difficult to obtain, and it may not be able to obtain or renew all of the permits
it requires, or such permits may not be timely obtained or renewed.



Government approvals and permits are sometimes
required in connection with Jaguar’s operations. Although Jaguar believes it has all of the material approvals and permits
to carry on its operations, Jaguar may require additional approvals or permits or may be required to renew existing approvals
or permits from time to time. Obtaining or renewing approvals or permits can be a complex and time-consuming process. There can
be no assurance that Jaguar will be able to obtain or renew the necessary approvals and permits on acceptable terms, in a timely
manner, or at all. To the extent such approvals are required and not obtained, Jaguar may be delayed or prohibited from proceeding
with planned exploration, development or mining of mineral properties.



Jaguar is subject to substantial
environmental laws and regulations that may increase its costs and restrict its operations.



All phases of Jaguar’s operations
are subject to environmental regulations in the jurisdictions in which it operates. These
laws address emissions into the air, discharges into water, management of waste and hazardous substances, protection of natural
resources and reclamation of lands disturbed by mining operations.Environmental legislation is evolving in a manner that
will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental
assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees.
Compliance with environmental laws and regulations may require significant
capital outlays and may cause material changes or delays in, or the cancellation of, Jaguar’s intended activities. There
canbe no assurance that future changes in environmental regulation, if any, will not be materially adverse to Jaguar’s
operations.



60







The properties in which Jaguar holds interests
may contain environmental hazards, which are presently unknown to it and which have been caused by previous or existing owners
or operators of the properties. If Jaguar’s properties do contain such hazards, this could lead to Jaguar being unable to
use the properties or may cause Jaguar to incur costs to clean up such hazards. In addition, Jaguar could become subject to litigation
should such hazards result in injury to any persons.



Land reclamation requirements for
Jaguar’s mining and exploration properties may be burdensome.



Land reclamation requirements are generally
imposed on companies engaged in mining operations and mineral exploration activities in order to minimize long-term effects of
land disturbance. Reclamation may include requirements to control dispersion of potentially deleterious effluents and reasonably
re-establish pre-disturbance land forms and vegetation. In order to carry out reclamation obligations imposed on Jaguar in connection
with its mining and exploration activities, Jaguar must allocate financial resources that might otherwise be spent on further
exploration and development programs. If Jaguar is required to carry out unanticipated reclamation work, its financial position
could be adversely affected.



Jaguar may need additional capital to accomplish its exploration
and developmentplans or to cover its expenses, and there can be no assurance that financing will be available on
terms acceptable to Jaguar, or at all.



Depending on gold prices and Jaguar’s
ability to achieve its plans and generate sufficient operating cash flow from its existing operations, Jaguar may require substantial
additional financing to accomplish its exploration and development plans as outlined or to fund any non-operating expenses that
may arise or become due such as interest, tax (in Canada or Brazil) or other expenses. Failure to obtain sufficient financing,
or financing on terms acceptable to Jaguar, may result in a delay or indefinite postponement of exploration, development or production
on any or all of Jaguar’s properties or even a loss of an interest in a property, or even a loss of an interest in a property,
or an inability to pay any of Jaguar’s non-operating expenses which could also lead to late fees or penalties, depending
on the nature of the expense. The only source of funds now available to Jaguar is through production at Turmalina, Paciência
and Caeté, the sale of debt or equity capital, properties, royalty interests or the entering into of joint ventures or
other strategic alliances in which the funding sources could become entitled to an interest in Jaguar’s properties or projects.
Additional financing may not be available when needed, especially in light of the current slowdown in lending resulting from global
financial conditions. If funding is available, the terms of such financing might not be favorable to Jaguar and might involve
substantial dilution to existing shareholders. If financing involves the issuance of debt, the terms of the agreement governing
such debt could impose restrictions on Jaguar’s operation of its business. Failure to raise capital when needed could have
a material adverse effect on Jaguar’s business, financial condition and results of operations.



Jaguar is exposed to risks of labor
disruptions and changing labor and employment regulations.



Employees
of Jaguar’s principal projects are unionized, and the collective bargaining agreements between Jaguar and the unions which
represent these employees must be renegotiated on an annual basis.Although Jaguar believes it has good relations with
its employees and with their unions, production at Jaguar’s mining operations is dependent upon the continuous efforts of
Jaguar’s employees. In addition, relations between Jaguar and its employees may be affected by changes in the scheme of
labor relations that may be introduced by the relevant governmental authorities in whose jurisdictions Jaguar carries on business.
Labor disruptions or any changes in labor or employment legislation or in the relationship between Jaguar and its employees may
have a material adverse effect on Jaguar’s business, results of operations and financial condition.



Substantially all of Jaguar’s
assets are held by foreign subsidiaries that aresubject to the laws of the Republic of Brazil.



Jaguar conducts operations through its
wholly-owned foreign subsidiaries, MSOL, MTL and MCT and substantially all of Jaguar’s assets are held through such entities.
Accordingly, any governmental limitation on the transfer of cash or other assets between Jaguar, MSOL, MTL and MCT could restrict
Jaguar’s ability to fund its operations efficiently. Any such limitations or the perception that such limitations may exist
now or in the future could have an adverse impact on Jaguar’s prospects, financial condition and results of operations.



61







Investors may not be able to enforce civil liabilities
in the United States.



Jaguar is incorporated under the laws of
the Province of Ontario, Canada. Some of its directors and officers are residents of Canada. Also, almost all of Jaguar’s
assets and the assets of these persons are located outside of the United States. As a result, it may be difficult for shareholders
to initiate a lawsuit within the United States against these non-United States residents, or to enforce judgments in the United
States against Jaguar or these persons which are obtained in a United States court and that are predicated upon civil liabilities
under the United States federal securities laws or the securities or “blue sky” laws of any state within the United
States.



Jaguar has no record of paying dividends.



Jaguar has paid no dividends on its common
shares since incorporation and does not anticipate doing so in the foreseeable future. Payment of any future dividends will be
at the discretion of the Board after taking into account many factors, including operating results, financial condition, capital
requirements, business opportunities and restrictions contained in any financing agreements.



Global financial conditions may negatively impact its
operations and share pricing.



Current global financial conditions have
been characterized by increased volatility (particularly the markets for commodities, including gold) and several financial institutions
have either gone into bankruptcy or have had to be rescued by governmental authorities. Access to public financing has been negatively
impacted by several factors including efforts by financial institutions to de-lever their balance sheets in the face of current
economic conditions. These factors may impact the ability of Jaguar to obtain equity or debt financing in the future on terms
favorable to Jaguar. Additionally, these factors, as well as other related factors, may cause decreases in asset values that are
deemed to be other than temporary, which may result in impairment losses. For example, as a result of uncertainty in the global
financial condition in general and the retraction of gold prices and corresponding decrease in equity values in the gold sector,
on November 6, 2008, Jaguar announced that the Caeté Project had been delayed until market conditions improve. While Jaguar
was able to complete an equity offering to raise the capital needed to restart development at Caeté, if it had to idle
any of its producing properties or delay development of any project, there is no assurance that it would be able to restart production
or development without undue delay, if at all. If such increased levels of volatility and market turmoil continue, Jaguar’s
operations could be adversely impacted and the trading price of the common shares may be adversely affected.



The trading price for Jaguar’s
common shares is volatile and has been greatly affected by the ongoing market volatility.



Securities of mineral exploration and early
stage base metal production companies have experienced substantial volatility in the past, often based on factors unrelated to
the financial performance or prospects of the companies involved. These factors include macroeconomic developments in North America
and globally and market perceptions of the attractiveness of particular industries. Jaguar’s common share price is also
likely to be significantly affected by short-term changes in gold prices or in its financial condition or results of operations
as reflected in its quarterly earnings reports. Other factors unrelated to Jaguar’s performance that may have an effect
on the price of its common shares include the following: the extent of analytical coverage available to investors concerning Jaguar’s
business may be limited if investment banks with research capabilities do not continue to follow Jaguar’s securities; the
lessening in trading volume and general market interest in Jaguar’s securities may affect an investor’s ability to
trade significant numbers of Jaguar’s common shares; the size of Jaguar’s public float may limit the ability of some
institutions to invest in Jaguar’s securities; and a substantial decline in the price of Jaguar’s common shares that
persists for a significant period of time could cause Jaguar’s securities to be delisted from the TSX, the NYSE or both,
further reducing market liquidity. As a result of any of these factors, the market price of Jaguar’s common shares at any
given point in time may not accurately reflect Jaguar’s long-term value.



62







Jaguar may not have the ability to
repurchase the 2009 Notes or the 2011 Notes upon the occurrence of a fundamental change.



If Jaguar experiences specified types of
fundamental changes, holders of the 2009 Notes and the 2011 Notes may require Jaguar to repurchase for cash all or a portion of
such notes at a repurchase price equal to 100% of the principal amount of the notes to be repurchased plus any accrued and unpaid
interest, including special interest, up to, but excluding, the date of repurchase. If a fundamental change were to occur, Jaguar
may not have enough funds to pay the purchase price for all tendered notes. Any failure to purchase tendered notes would constitute
an event of default under the respective indenture, which might constitute a default under the terms of Jaguar’s other indebtedness.



The fundamental change provisions
in the 2009 Indenture and the 2011 Indenture may delay or prevent an otherwise beneficial takeover attempt.



The fundamental change purchase rights
in the 2009 Indenture and the 2011 Indenture, which will allow noteholders to require Jaguar to purchase all or a portion of their
notes upon the occurrence of a fundamental change, and the provisions requiring an increase to the conversion rate for conversions
in connection with fundamental changes may in certain circumstances delay or prevent a takeover of Jaguar and the removal of incumbent
management that might otherwise be beneficial to investors.



The value of Jaguar’s common shares may be diluted
due to the conversion of stock options or its convertible notes.



As at December
31, 2012, there were 1,836,250 common shares issuable upon the exercise of outstanding stock options at prices ranging from CDN.$1.05
to CDN.$6.28 per share. In addition, in September 2009, Jaguar issued
the 2009 Notes. The initial conversion price, which is subject to certain anti-dilution adjustments, was approximately US$12.75
per common share. If converted in full, at such conversion price, Jaguar would be required to issue 12,941,177 common shares.
Further, in February, 2011, Jaguar issued the 2011 Notes. The initial conversion price, which is subject to certain anti-dilution
adjustments, was approximately US$7.55 per common share. If converted in full, at such conversion price, Jaguar would be required
to issue 17,287,635 common shares. During the life of the options, the holders of
such securities are given an opportunity to profit from a rise in the market price of Jaguar’s common shares with a resulting
dilution in the interest of the other shareholders. Jaguar’s ability to obtain additional financing during the period in
which such rights are outstanding may be adversely affected and the existence of the rights may have an adverse effect on the
market price of its common shares. The holders of stock options or convertible notes may exercise such securities at a time when
Jaguar would be able to obtain needed capital by a new offering of securities on terms more favorable than those provided by the
outstanding rights. The increase in the number of Jaguar’s common shares in the market resulting from the exercise of such
rights and the possibility of sales of such shares may have a depressive effect on the price of such common shares. In addition,
as a result of such additional common shares, the voting power of Jaguar’s existing shareholders will be diluted.



Jaguar may, in the future, grant to some
or all of its directors, key employees and consultants additional options to purchase its common shares at exercise prices equal
to market prices at times when the public market is depressed. To the extent that significant numbers of such options are granted
and exercised, the interests of then existing shareholders of Jaguar will be subject to additional dilution.



DIVIDENDS



Jaguar has not paid any dividends and does
not intend to pay dividends in the foreseeable future. Any future payment of dividends will be dependent upon the financial requirements
of Jaguar to fund future projects, the financial condition of Jaguar and other factors that the Board, in its discretion, may
consider appropriate under the circumstances.



63







DESCRIPTION OF CAPITAL STRUCTURE



Jaguar is authorized to issue an unlimited
number of common shares of which there were 84,409,648 issued and outstanding as of December 31, 2012. Holders of Jaguar’s
common shares are entitled to receive notice of any meetings of shareholders, to attend and to cast one vote per common share
at all such meetings. Holders of Jaguar’s common shares do not have cumulative voting rights with respect to the election
of directors, and holders of a majority of Jaguar’s common shares entitled to vote in any election of directors may therefore
elect all directors standing for election. Holders of Jaguar’s common shares are entitled to receive on a pro-rata basis
such dividends, if any, as and when declared by the Board at its discretion from funds legally available therefore and upon the
liquidation, dissolution or winding up of Jaguar are entitled to receive on a pro-rata basis the net assets of Jaguar after payment
of debts and other liabilities, in each case subject to the rights, privileges, restrictions and conditions attaching to any other
series or class of shares ranking senior in priority to or on a pro-rata basis with the holders of common shares with respect
to dividends or liquidation. Jaguar’s common shares do not carry any pre-emptive, subscription, redemption or conversion
rights, nor do they contain any sinking or purchase fund provisions.



MARKET FOR SECURITIES



Jaguar’s common shares are listed
and posted for trading on the TSX and on the NYSE, in each case under the symbol “JAG”.



With respect to each of TSX and NYSE, the
following tables set forth information relating to the trading of Jaguar’s common shares for the periods indicated. The
trading prices and volume data for both the TSX and the NYSE were obtained from Thomson Reuters.



TSX (Cdn.$) Common Shares Trading



|Month          |  | Open |      |  | High |  |      | Low |  |  | Close |  |  | Share Volume |     
|-------------- |  | ---- | ---- |  | ---- |  | ---- | --- |  |  | ----- |  |  | ------------ | ----
|January 2012   |  |      | 6.56 |  |      |  | 7.41 |     |  |  | 6.32  |  |  |              | 7.22
|February 2012  |  |      | 7.01 |  |      |  | 7.20 |     |  |  | 6.10  |  |  |              | 6.12
|March 2012     |  |      | 6.09 |  |      |  | 6.35 |     |  |  | 4.59  |  |  |              | 4.70
|April 2012     |  |      | 4.66 |  |      |  | 4.95 |     |  |  | 2.65  |  |  |              | 2.75
|May 2012       |  |      | 2.74 |  |      |  | 2.74 |     |  |  | 1.20  |  |  |              | 1.20
|June 2012      |  |      | 1.25 |  |      |  | 1.76 |     |  |  | 1.14  |  |  |              | 1.19
|July 2012      |  |      | 1.22 |  |      |  | 1.25 |     |  |  | 0.61  |  |  |              | 0.84
|August 2012    |  |      | 0.83 |  |      |  | 1.30 |     |  |  | 0.82  |  |  |              | 0.99
|September 2012 |  |      | 1.03 |  |      |  | 1.40 |     |  |  | 1.02  |  |  |              | 1.20
|October 2012   |  |      | 1.22 |  |      |  | 1.29 |     |  |  | 1.03  |  |  |              | 1.03
|November 2012  |  |      | 1.07 |  |      |  | 1.07 |     |  |  | 0.66  |  |  |              | 0.66
|December 2012  |  |      | 0.68 |  |      |  | 0.77 |     |  |  | 0.61  |  |  |              | 0.64



NYSE (US$) Common Shares Trading



|Month          |  | Open |      |  | High |  |      | Low |  |  | Close |  |  | Share Volume |     
|-------------- |  | ---- | ---- |  | ---- |  | ---- | --- |  |  | ----- |  |  | ------------ | ----
|January 2012   |  |      | 6.50 |  |      |  | 7.35 |     |  |  | 6.20  |  |  |              | 7.19
|February 2012  |  |      | 7.02 |  |      |  | 7.23 |     |  |  | 6.16  |  |  |              | 6.16
|March 2012     |  |      | 6.16 |  |      |  | 6.40 |     |  |  | 4.59  |  |  |              | 4.67
|April 2012     |  |      | 4.68 |  |      |  | 4.94 |     |  |  | 2.70  |  |  |              | 2.71
|May 2012       |  |      | 2.73 |  |      |  | 2.78 |     |  |  | 1.16  |  |  |              | 1.20
|June 2012      |  |      | 1.20 |  |      |  | 1.69 |     |  |  | 1.11  |  |  |              | 1.16
|July 2012      |  |      | 1.18 |  |      |  | 1.24 |     |  |  | 0.60  |  |  |              | 0.84
|August 2012    |  |      | 0.83 |  |      |  | 1.30 |     |  |  | 0.80  |  |  |              | 0.99
|September 2012 |  |      | 1.04 |  |      |  | 1.45 |     |  |  | 1.03  |  |  |              | 1.20
|October 2012   |  |      | 1.29 |  |      |  | 1.30 |     |  |  | 1.02  |  |  |              | 1.04
|November 2012  |  |      | 1.05 |  |      |  | 1.07 |     |  |  | 0.67  |  |  |              | 0.74
|December 2012  |  |      | 0.69 |  |      |  | 0.79 |     |  |  | 0.58  |  |  |              | 0.63



64







DIRECTORS AND EXECUTIVE OFFICERS



The following is a list of the directors
and executive officers of Jaguar, and information regarding each individual including municipality of home address, position with
Jaguar, date of appointment to the position with Jaguar and their principal occupation during the past five years. All directors
hold office until the next annual meeting of shareholders or until their successors are elected or until their earlier death,
resignation or removal.



|Name & Municipality of home address                                                          |  | Position and Date of appointment                                              |  | Principal occupation during past five years                                                                                                                                                                                                                                                                                                                                                                                                             
|-------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                             |  |                                                                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Gordon J. Babcock
        St. Albans, Vermont, USA                                           |  | Chief Operating Officer
        January 8, 2013                               |  | Vice President and General
        Manager of Nyrstar El Mochito, Honduras from May 2010 to December 2012.
        
        Deputy General Manager
        and Operations Manager of Coeur d’Alene Mining Corporation’s Manquiri Operation in Bolivia from October 2008
        to April 2010.
        
        Vice President and General
        Manager of Coeur d’Alene Mining Corporation’s Mina Martha in Argentina from March 2007 to March 2010.
|Andrew C. Burns
        Toronto, Ontario, Canada                                             |  | Director
        August 6, 2004                                               |  | Independent business consultant.                                                                                                                                                                                                                                                                                                                                                                                                                        
|Marcela Rocha Barbosa
        de Castro
        Belo Horizonte, Minas
        Gerais, Brazil |  | Vice President of Treasury
        Management
        May 22, 2012            |  | Director of Financial
        Planning and Analysis of Jaguar from October 2006 to May 2012. Promoted to Vice President of Treasury Management of Jaguar
        in May 2012.                                                                                                                                                                                                                                                                           
|Gil Clausen
        Denver, Colorado, USA                                                    |  | Director
        May 12, 2005                                                 |  | Chief Executive Officer of Augusta Resource Corporation, a Canadian corporation, since 2005.                                                                                                                                                                                                                                                                                                                                                            
|Richard D. Falconer
        Toronto, Ontario, Canada                                         |  | Director
        May 22, 2012
        
        Chairman
        June 29, 2012 |  | Vice Chairman and Managing Director of CIBC World Markets Inc. from the early 1990’s
    until his retirement in 2011.                                                                                                                                                                                                                                                                                                                                  
|Anthony F. Griffiths
        Toronto, Ontario, Canada                                        |  | Director
    May 20, 2004                                                     |  | Independent business consultant.                                                                                                                                                                                                                                                                                                                                                                                                                        
|Frederick W. Hermann
        Victoria, British Columbia,
        Canada                      |  | Director
        September 27, 2012                                           |  | Principal of Hermann Consulting
        since September 2011.
        
        Chief Operating Officer
        of Breakwater from 2008 to 2011.
        
        Senior Vice President
        of Sustainability of Breakwater from 2007 to 2008.                                                                                                                                                                                                       
|Luis Ricardo Miraglia
        Belo Horizonte, Minas
        Gerais, Brazil                   |  | Director
        September 27, 2012                                           |  | Partner of Azevedo Sette Advogados, a Brazilian law firm, since 2004.                                                                                                                                                                                                                                                                                                                                                                                   



65







|David
                           M. Petroff
        Toronto, Ontario, Canada |  | Director
                           and President and Chief Executive Officer
        September 10, 2012 |  | President
                           and Chief Executive Officer of Breakwater from June 2009 to August 2011.
        
        Chairman of the Board
        of Directors, Chair of the Audit Committee, Member of the Compensation Committee and Member of the Corporate Governance,
        Health, Safety, Environment and Nominating Committee of Polar Star Mining Corporation from April 2009 to March 2010.
        
        Executive Vice President
        and Chief Financial Officer of Centerra Gold Inc. from May 2004 to June 2008.
|---------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|T. Douglas Willock
        Toronto, Ontario, Canada                          |  | Chief Financial Officer
        January 10, 2013                                                         |  | Independent business consultant
        from May 2012 until January 2013.
        
        President and Chief Executive
        Officer of Polar Star Mining Corporation from November 2006 to January 2009 and April 2009 to May 2012.                                                                                                                                                                                                                                                                                                          



As at the date of this Annual Information
Form, the directors and executive officers of Jaguar, as a group, beneficially own, directly or indirectly, or exercise control
or discretion over an aggregate of 301,675 common shares of Jaguar, representing 0.4% of the outstanding shares.



Jaguar’s compensation committee considers
employment, consulting or other compensation arrangements between Jaguar and its employees. The current members of the compensation
committee are Messrs. Clausen, Falconer and Griffiths, with Mr. Griffiths as chairman.



Jaguar’s corporate governance committee
reviews and advises the Board with respect to corporate governance and compliance issues. The current members of the corporate
governance committee are Messrs. Burns, Falconer and Miraglia, with Mr. Falconer as chairman.



Jaguar’s health, safety and environmental
committee reviews and advises the Board with respect to responsibilities relating to various human resources and environmental
issues of Jaguar. The current members of the health, safety and environmental committee are Messrs. Clausen, Hermann and Miraglia,
with Mr. Herman as chairman.



For information on Jaguar’s audit
committee, see the section entitled “Audit Committee” under “DIRECTORS AND EXECUTIVE OFFICERS”.



The following is a description of the professional
qualifications, designations and memberships in business-related associations, experience and technical expertise pertinent to
Jaguar’s business and other background information relating to the officers and directors of Jaguar.



Gordon J. Babcock, Chief Operating Officer



Mr. Babcock is a professional engineer
with over 32 years of mining experience. Most recently, he served as Vice President and General Manager for Nyrstar NV's El Mochito
Mine operation in Las Vegas, Honduras. He has also held various executive positions in South America with Coeur d'Alene Mines
and Plata Peru Resources, Inc. Mr. Babcock earned a Bachelor of Science degree with Honors in Mining Engineering from Queens University
in Kingston, Ontario, Canada and is a member of the Association of Professional Engineers Ontario, the American Institute of Mining
and Metallurgy and the Canadian Institute of Mining and Metallurgy.



Andrew C. Burns, Director



Mr. Burns is an independent director and
consultant. In 2003, he retired as a Senior Partner of Deloitte & Touche after almost 40 years of experience in international
auditing, consulting and practice management in North and South America, Europe and Asia. He holds an MBA degree from The Richard
Ivey School of the University of Western Ontario and is a Life Member of Institutes of Chartered Accountants of Ontario and a
Member of the Institute of Chartered Accountants of Quebec. He is a Life Member of the Institute of Management Consultants of
Ontario. He also serves on other boards as an independent director and audit committee chair.



66







Marcela Rocha Barbosa de Castro, Vice
President of Treasury Management



Ms. Castro is a financial professional
with over 15 years of experience who has held leading positions, such as Auditor and Finance Director, for multinational corporations
such as Colgate Palmolive and Arthur Andersen. Ms. Castro holds a B.S. in Business Administration from the Catholic University
of Minas Gerais.



Gil Clausen, Director



Mr. Clausen has over 30 years of executive
and operations experience in the mining industry with several major global and domestic mining companies. He has held senior operations
and project development positions before moving into executive roles where he was responsible for executing corporate growth strategies
including development and operations for several large precious metal, base metal, and coal producing companies. Since 2005, Mr.
Clausen has been employed as the Chief Executive Officer of Augusta Resource Corporation, a Canadian corporation. He is also Vice
Chairman of Wildcat Silver Corporation and Chairman of Plata Latina Minerals Corporation. Mr. Clausen holds a Bachelors and Masters
degree in Mining Engineering from Queen’s University.



Richard D. Falconer, Chairman



In 2011,
Mr. Falconer retired from CIBC after 40 years with the bank. At the time of retirement, Mr. Falconer was Vice Chairman and Managing
Director of CIBC World Markets Inc. Current directorships include Chorus Aviation, Resolute Forest Products, Bridgepoint Health
Foundation, and LOFT Community Services. Mr. Falconer is a Chartered Financial Analyst and holds an MBA from York University,
and Honours B.A. from the University of Toronto.



Anthony F. Griffiths, Director



From 1993 to the present, Mr. Griffiths
has been associated with various companies acting as an independent consultant. At present, Mr. Griffiths is Director and Chairman
of Russel Metals Inc. and Novadaq Technologies Inc. He is also a Director of Fairfax Financial Holdings Limited, Crum & Forster
Holdings Corp., Northbridge Financial Corporation, Odyssey Re Holdings Corp., The Brick Limited and Vitran Corporation. Mr. Griffiths
was educated at McGill University in Canada (BA 1954) and at the Harvard Graduate School of Business Administration (MBA 1956).



Frederick W. Hermann, Director



Mr. Hermann has 30 years of mining industry
experience, most recently as Chief Operating Officer for Breakwater and previously as the Chief Inspector of Mines for British
Columbia. His areas of expertise include Health and Safety, Environment, Productivity Improvement, Risk Management and Mitigation,
and Crisis Management. Mr. Hermann holds a B.A. in Economics from the University of Calgary and Bachelor of Science and Master
of Science degrees in Mining Engineering from the South Dakota School of Mines and Technology.



Luis Ricardo Miraglia, Director



Mr. Miraglia is a native of Minas Gerais,
Brazil with 18 years of experience in legal practice specializing in corporate law, mergers and acquisitions, project finance,
infrastructure projects and mining. Currently, he is a Partner at Azevedo Sette Advogados, a Brazilian law firm with offices in
São Paulo, Rio de Janeiro, Belo Horizonte, Brasília, Vitória and Goiânia, Brazil. He holds a degree
(JD equivalent) from the Universidade Federal de Minas Gerais in Belo Horizonte, Brazil and a Master of Laws degree from the University
of Chicago Law School.



David M. Petroff, Director and President
and Chief Executive Officer



Mr. Petroff has nearly 30 years of experience
in the mining industry. Prior to joining Jaguar in September 2012, he was the President and Chief Executive Officer of Breakwater
from November 2009 until it was acquired by Nyrstar Canada in August 2011. For nearly 25 years prior to that, he held senior management
positions with Centerra Gold Inc., Cameco Corporation and Denison Mines Limited. Mr. Petroff received a Bachelor of Mathematics
degree from the University of Waterloo in 1978 and a Master of Business Administration degree (finance concentration) from the
Schulich School of Business, York University in 1980.



67







| | T. | Douglas Willock, Chief Financial Officer
| | -- | ----------------------------------------



Mr. Willock advised Jaguar on the US$30
million Credit Facility from September 2012 until he was appointed Chief Financial Officer on January 2013. He has over 30 years
of experience in corporate finance with leading Canadian and international investment banks, as well as managing junior resource
companies. Most recently, he served as President and Chief Executive Officer and Director of Polar Star Mining Corporation from
November 2006 to January 2009, and was reappointed as the President and Chief Executive Officer in April 2009, and served until
May 2012. He resigned as a Director on September 2012. He is currently a Director and Chair of the Audit Committee for Orestone
Mining Corp since September 2012. From January 2007 to January 2012, he served as a lead Director of Olympus Pacific Minerals
Inc. (now known as Besra Gold Inc.), a TSX listed mining company, which he joined in February 2006. Mr. Willock holds a Master
of Business Administration degree with a major in finance from the Richard Ivey School of Business, Western University and a Bachelor
of Arts (History) degree from the University of British Columbia. He attended the Beijing Language Institute on a joint Government
of Canada and China scholarship from 1976 to 1977.



Corporate Cease Trade Orders or Bankruptcies



Except as stated below, no director or
executive officer of Jaguar, or shareholder holding a sufficient number of securities of Jaguar to affect materially the control
of Jaguar, is, as at the date of this Annual Information Form, or has been within ten (10) years before the date of this Annual
Information Form, a director or executive officer of any company that, while that person was acting in that capacity:



| | (i) | was the subject of a cease trade or
                                                           similar order or an order that denied the relevant company access to
                                                           any exemption under securities legislation, for a period of more than
                                                           thirty (30) consecutive days except as set forth in the second and
                                                           third to last paragraphs of this section;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | was subject to an event that resulted,
                                                            after the director or executive officer ceased to be a director or
                                                            executive officer, in the company being the subject of a cease trade
                                                            or similar order or an order that denied the relevant company access
                                                            to any exemption under securities legislation, for a period of more
                                                            than thirty (30) consecutive days; or
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | within a year of that person ceasing
                                                             to act in that capacity, became bankrupt, made a proposal under any
                                                             legislation relating to bankruptcy or insolvency, or was subject
                                                             to or instituted any proceedings, arrangement or compromise with
                                                             creditors or had a receiver, receiver manager or trustee appointed
                                                             to hold its assets.
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Further, except as noted below, no director,
executive officer, promoter or other member of management of Jaguar has within the ten years before the date of this Annual Information
Form, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted
any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the
assets of the Nominee.



Mr. Griffiths was a director of Brazilian
until June 2004. Brazilian was subject to an insider cease trade order issued by the Ontario Securities Commission on June 10,
2001 relating to the company’s late filing of financial statements. All required documents were filed by Brazilian and the
order was rescinded on July 30, 2001. Brazilian was also subject to a cease trade order issued by the Ontario Securities
Commission on June 12, 2003 due to the late filing of financial statements. All required documents were filed by Brazilian
and the cease trade order was rescinded on July 29, 2003. Mr. Griffiths was a director of Slater Steel Inc. (“Slater
Steel”) until August 2004. In June 2003, Slater Steel obtained a court order providing creditor protection under the provisions
of theCompanies’ Creditors Arrangement Act (Canada) (the “CCAA”). In addition, Slater Steel and the
Canadian court-ordered monitor filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code
(the “USBC”)with respect to Slater Steel’s United States and Canadian subsidiaries. PricewaterhouseCoopers
was appointed as trustee in bankruptcy over the remaining assets of Slater Steel. Mr. Griffiths was a director of Resolute
Forest Products Inc. (formerly AbitibiBowater Inc.) when that company and certain of its Canadian and U.S. subsidiaries filed
for protection in Canada under the CCAA and for relief under Chapter 11 of the USBC in April 2009. On December 9, 2010,
that company emerged from creditor protection under the CCAA in Canada and Chapter 11 of the USBC in the United States. Mr.
Griffiths was a director of PreMD Inc. from 1995 to February 2010 and in connection with the voluntary delisting of that company’s
shares from the TSX, cease trade orders were issued in April 2009 (and remain in effect) requiring all trading in and all acquisitions
of securities of that company to cease permanently due to that company’s failure to file continuous disclosure materials
required by Ontario securities law.



68







Audit Committee



Currently, the members of the Audit Committee
are Messrs. Burns, Clausen and Griffiths. Mr. Burns is the Chair of the Audit Committee. Messrs. Burns, Clausen and Griffiths
are independent within the meaning of National Instrument 52-110. All three members are financially literate within the meaning
of National Instrument 52-110.



For a description of the biographies of
the Audit Committee members, see “Directors and Executive Officers”. The Charter of the Audit Committee is
set forth in Appendix A to this Annual Information Form.



Audit Fees



During the fiscal years ended December
31, 2012 and December 31, 2011, KPMG LLP, Chartered Accountants (“KPMG”), charged Jaguar a total of Cdn.$804,000 and
Cdn.$839,150 respectively, for audit services.



Audit-Related Fees



During the fiscal years ended December
31, 2012 and December 31, 2011, KPMG charged Cdn.$nil and Cdn.$127,299 respectively, for assurance and related services that are
reasonably related to the performance of audit-related services but are not reported above in “Audit Fees”.



Tax Fees



During the fiscal years ended December
31, 2012 and December 31, 2011, KPMG billed Cdn.$nil for tax compliance, tax advice and tax planning services.



All Other Fees



In each of the fiscal years ended December
31, 2012 and December 31, 2011, KPMG billed Cdn.$nil and Cdn.$nil respectively, for services other than those reported under “Audit
Fees”, “Audit-Related Fees”, and “Tax Fees”. Other services included advice related
to the conversion to IFRS.



INTEREST OF MANAGEMENT AND OTHERS
IN MATERIAL TRANSACTIONS



To the knowledge of the management of Jaguar,
none of the directors, executive officers or principal shareholders of Jaguar and no associate or affiliate of the foregoing persons
has or has had any material interest, direct or indirect, in any transaction within the past three years or in any proposed transaction
that has materially affected or will materially affect Jaguar or any of its subsidiaries, except for (i) a management agreement
pursuant to which, for the year ended December 31, 2012, Jaguar incurred fees of US$30,000 (2011 - US$3.0 million, 2010 - US$1.1
million) to IMS Engenharia for management services provided to MSOL; (ii) Jaguar incurred occupancy fees to Brazilian of US$15,000
in 2012 (2011 - US$180,000, 2010 - $180,000); consulting fees and administrative service charges of US$nil in 2012 (2011 - US$377,000,
2010 - US$140,000) to Brazilian; and recognized rental income of US$50,000 from Brazilian for the use of administrative offices
for the year ended December 31, 2012 (2011 – US$123,000, 2010 - US$29,000); (iii) a loan agreement between MSOL and Prometálica
pursuant to which Prometálica, a company in which Brazilian and IMS are significant shareholders, had borrowed an aggregate
of US$5,488,000 from MSOL, US$327,000 of the remaining balance was repaid with a transfer of equipment to MSOL (based on an appraisal
prepared by an independent engineering firm) as of March 15, 2006 and the remaining balance of accrued interest converted to a
net smelting royalty of 1.5% on Prometálica’s Monte Cristo zinc project; (iv) Jaguar’s subsidiaries MSOL and
MTL were required to pay an employment claim to a former MSOL employee, but since these subsidiaries were owned by Brazilian and
other Brazilian companies at the time of the claim, Brazilian has guaranteed the amount owed to Jaguar of R$386,000 (US$190,000).



69







With respect to the loan agreement between
MSOL and Prometálica discussed above, on August 11, 2008, Prometálica filed a judicial restructuring in Belo Horizonte,
state of Minas Gerais, Brazil. Prior to the filing, the primary shareholders of Prometálica, Brazilian and IMS, provided
a guarantee of Prometálica’s obligation to MSOL. This guarantee will ensure the recovery of the net smelter royalty.
As at March 21, 2011, the amount of the obligation is approximately US$1,000,000. On September 26, 2011, BZI and IMS agreed to
convert obligations under the net smelter royalty agreement with Prometálica into an obligation to pay a principal payment
amount of $1.2 million payable in three annual installments commencing December 2011.  BZI and IMS are each committed to
pay 50% of the obligations under this settlement agreement.  Interest at a rate of 4% per annum will also be paid with each
principal installment.  As at December 31, 2012, BZI and IMS had not paid the second installment of US$420,000 due on December
31, 2012. Subsequent to the year end the payment was received from IMS, but not BZI.



TRANSFER AGENTS AND REGISTRAR



The transfer agent and registrar for Jaguar’s
common shares is Computershare Investor Services Inc., Toronto, Ontario.



MATERIAL CONTRACTS



Other than contracts entered into in the
ordinary course of business, the only material contracts that Jaguar has entered into the most recently completed financial year,
or prior thereto and are still in effect, are as follows:



2009 Indenture



On September 15, 2009, Jaguar closed a
private offering of US$150,000,000 aggregate principal amount of 4.50% senior convertible notes due in 2014 (the “2009 Notes”).
J.P. Morgan Securities Inc. acted as sole book-running manager and Jefferies & Company, Inc. acted as co-manager for the offering.
Jaguar granted the initial purchasers in the offering a 30-day option to purchase up to an additional US$15,000,000 aggregate
principal amount of notes to cover over-allotments. On September 21, 2009, Jaguar closed the issuance of the additional US$15,000,000
of notes following the exercise in full of the over-allotment option. The net proceeds of approximately US$14,500,000 million
from the exercise of the over-allotment option brought the total net proceeds received from the offering to approximately US$159,100,000.



The 2009 Notes were issued pursuant to
an indenture (the “2009 Indenture”) dated September 15, 2009, between Jaguar and The Bank of New York Mellon and BNY
Trust Company of Canada, as trustees (the “Trustees”). The 2009 Notes are unsecured, senior obligations of Jaguar.
The 2009 Notes bear interest at a rate of 4.5% per year, payable semi-annually in arrears on May 1 and November 1 of each year,
beginning on May 1, 2010, and will mature on November 1, 2014. The 2009 Notes have an initial conversion rate of 78.4314 Jaguar
common shares per US$1,000 principal amount of converted notes, representing an initial conversion price of approximately US$12.75
per common share, which represented a premium of approximately 26.24% to the closing price of Jaguar common shares on the NYSE
on September 10, 2009. The conversion rate is subject to certain anti-dilution adjustments. The 2009 Notes are convertible at
any time prior to maturity. Upon conversion, Jaguar may, in lieu of delivering its common shares, elect to pay or deliver, as
the case may be, cash or a combination of cash and common shares, in respect of the converted notes. Jaguar will be required to
make an offer to repurchase the 2009 Notes for cash upon the occurrence of certain change of control transactions and other fundamental
changes as described in the 2009 Indenture.



2011 Note Indenture



On February 9, 2011, Jaguar entered into
the 2011 Indenture. See “GENERAL DEVELOPMENT OF THE BUSINESS” for a description of the 2011 Note offering.



2012 Shareholder Rights Plan



On March 21, 2012, Jaguar adopted a Shareholder
Rights Plan. See “GENERAL DEVELOPMENT OF THE BUSINESS”
for a description of the Shareholder Rights Plan, which expired onJuly 19, 2012.



70







2012 Credit Agreement



On December 17, 2012, Jaguar entered into
a US$30 million standby credit facility (the “Facility”) with Renvest Mercantile Bancorp Inc. through its Global Resource
Fund. See “GENERAL DEVELOPMENT OF THE BUSINESS” for a description of the Facility.



INTERESTS OF EXPERTS



The following are the technical reports
prepared in accordance with NI 43-101 from which certain technical information relating to Jaguar’s material mineral properties
contained in this annual information form has been derived. These technical reports were prepared for Jaguar by TechnoMine under
the guidance of its Principal Ivan C. Machado, M.Sc., P.E., P.Eng. Mr. Machado was a Qualified Person as such term is defined
in NI 43-101. Mr. Machado passed away on December 20, 2011. Mr. Wilson Miola, Jaguar’s director of engineering, has approved
the written disclosure of these technical reports as well as the reconciliation of Reserves and Resources referred to in this
Annual Information Form. Mr. Miola is a Qualified Person as such term is defined in NI-43-101.



Turmalina
- “Turmalina Expansion Project (Phase I – 610 ktpy), Satinoco and Main Ore
Bodies Feasibility Study for Resources of the Satinoco Gold Mineral Property in the Municipality of Conceição do
Pará, State of Minas Gerais, and Additional Resources from the Main Ore Body of the Turmalina Mine (In Operation)”
dated September 9, 2008 and prepared by TechnoMine.



Turmalina - “Turmalina Gold Mining
Complex, Faina, Pontal and Body D Targets Statement of Resources, Technical Report, for the Gold Mineral Targets ‘Faina’,
‘Pontal’, and ‘Body D’, Located in the Municipality of Pitangui in Minas Gerais, Brazil” dated October
19, 2011 and prepared by Technomine.



Turmalina - “Turmalina Gold Project
Statement of Resources Technical Report” dated October 29, 2004 and revised on December 16, 2004, State of Minas Gerais,
Brazil, and prepared by Technomine.



Paciência
- “Paciência Gold Project Santa Isabel Mine Feasibility Study for the Mining
and Metallurgy of the Gold Mineral Deposit Santa Isabel Mine Located in Itabirito, State of Minas Gerais, Brazil” dated
August 7, 2007 and prepared by TechnoMine.



Caeté - “Caeté Gold
Project Feasibility Study Amended Due to Enhancement of the Process Route and Resources and Reserves Increase for the Gold Mineral
Properties Pilar and Roça Grande located in the Municipalities of Santa Bárbara and Caeté, Respectively,
State of Minas Gerais, Brazil” dated October 29, 2010 and prepared by TechnoMine.



Paciência and Caeté –
“Multi-Target Mineral Resources Estimates, Paciência and Caeté Mining Complex Areas, Technical Report, for
the Gold Mineral Properties Belonging to the Paciência Mining Complex: Bif Norte, Bocaina, Ouro Fino, Palmital and Quati;
and Caeté Mining Complex: Serra Paraíso, Boa Vista, Camará I, Camará II and Fernandes, Located in
the Municipalities of Itabirito and Caeté, Respectively, in Minas Gerais, Brazil” dated June 15, 2011 and prepared
by Technomine.



Gurupi Project - “Gurupi Gold Project
Feasibility Study for the Gold Mineral Properties Cipoeiro and Chega Tudo located in the Municipalities of Centro Novo do Maranhão
and Centro do Guilherme, State of Maranhão, Brazil” dated January 31, 2011 and prepared by TechnoMine.



TechnoMine does not own, directly or indirectly,
any securities of Jaguar or have any direct or indirect interest in any property of Jaguar or of any associate or affiliate of
Jaguar. Mr. Miola owns less than 1% of the currently outstanding securities of Jaguar and does not have any direct or indirect
interest in any property of Jaguar or any associate or affiliate of Jaguar.



71







ADDITIONAL INFORMATION



Additional information relating to Jaguar
may be found on SEDAR at www.sedar.com.



Additional information, including directors’
and officers’ remuneration and indebtedness, principal holders of Jaguar’s securities, and securities authorized for
issuance under equity compensation plans is contained in Jaguar’s information circular for its most recent annual meeting
of shareholders. Additional financial information is provided in Jaguar’s audited consolidated financial statements and
management’s discussion and analysis for its financial year ended December 31, 2012.

72







APPENDIX A







JAGUAR MINING INC.



CHARTER OF THE AUDIT COMMITTEE



| | A. | History of the Charter
| | -- | ----------------------



Adopted by the Board:	       May 12,
2005

Amended by the Board	      July 16, 2007 and
March 20, 2013



| | B. | Purpose of the Committee
| | -- | ------------------------



The Audit Committee (the “Committee”)
is appointed by the Board of Directors (the “Board”) of Jaguar Mining Inc. (the “Company”) to assist the
Board in fulfilling its oversight responsibilities relating to financial accounting and reporting process and internal controls
for the Company, including the preparation of any report required by the United States Securities and Exchange Commission to be
included in the Company's Annual Report on Form 20-F, Form 40-F or other applicable form.



The primary purpose of the Committee is
to assist Board oversight of: (i) the integrity of the Company's financial statements, (ii) the qualifications and independence
of the Company's external auditor (the “Independent Auditor”) and the
Internal Auditor (iii) the performances of both the Company's internal audit function and the Independent Auditor.



| | C. | Duties
| | -- | ------



The Committee’s primary
duties and responsibilities are to serve as an independent and objective committee of the Company’s Board, with responsibility
for the completion of the general tasks set out in this section and the specific tasks set out in Section F. In addition, the
Committee may report to the Board with such recommendations and other matters as the Committee may deem appropriate so that the
Board is informed of the Committee's activities.



| | 1. | Conduct such reviews and discussions
                                                              with management and the independent auditors relating to the audit
                                                              and financial reporting as are deemed appropriate by the Committee;
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | Assess the integrity of internal controls
                                                              and financial reporting procedures of the Company and ensure implementation
                                                              of such controls and procedures;
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | Review the quarterly and annual financial
                                                              statements and management’s discussion and analysis of the
                                                              Company’s financial position and operating results prior to
                                                              their being filed with the appropriate regulatory authorities and
                                                              report thereon to the Board;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. | Select the Company’s outside
                                                              auditors and monitor the independence and performance of the Company’s
                                                              outside auditors (the “Independent Auditors”) and internal
                                                              auditors, including attending private meetings with both and reviewing
                                                              and approving all renewals or dismissals and the remuneration of
                                                              both;
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 5. | Set clear policies regarding the hiring
                                                              of employees or former employees (including partners) of the present
                                                              and former Independent Auditors by the Company;
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



73







| | 6. | Monitor the quality and integrity of
                                                              the Company’s financial statements and other financial information;
                                                              and
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 7. | Provide oversight to related party
                                                              transactions entered into by the Company.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------



| | D. | General Authority
| | -- | -----------------



| | 1. | The Committee shall have the resources
                                                              and authority it deems necessary and appropriate to discharge its
                                                              responsibilities, at the Company’s expense, including authority
                                                              to select and retain legal or other consultants or experts, to approve
                                                              the fees and other retention terms related to the appointment of
                                                              such consultants or experts, and to terminate the services of any
                                                              such consultants or experts with respect to compensation matters.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | The Committee shall have the power
                                                              to call upon assistance from officers and employees of the Company
                                                              and outside counsel and other advisers, including the Independent
                                                              and Internal Auditors.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | The Committee, and each member of
                                                              the Committee in his or her capacity as such, shall be entitled
                                                              to rely, in good faith, on information, opinions, reports or statements,
                                                              or other information prepared or presented to them by officers and
                                                              employees of the Company, whom such member believes to be reliable
                                                              and competent in the matters presented and on counsel or other persons
                                                              as to matters which the member believes to be within the professional
                                                              competence of such person.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. | Except as limited by law, or applicable
                                                              securities rules and regulations, the Committee may form and delegate
                                                              authority to such individuals or subcommittees as it deems appropriate.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 5. | The Committee has the authority
                                                              to conduct any investigation appropriate to its responsibilities.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 6. | The Committee shall be given access
                                                              to the books and records of the Company.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------



| | 7. | The Committee may fulfill additional
                                                              duties and adopt additional policies and procedures as may be appropriate
                                                              in light of changing business, legislative, regulatory or other
                                                              conditions.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 8. | The Committee shall have the power
                                                              to adopt its own operating rules and procedures, without the consent
                                                              of management.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 9. | The Committee shall perform any
                                                              other activities consistent with this Charter and governing law,
                                                              as the Committee or the Board deems necessary or appropriate.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | E. | Composition and Meetings
| | -- | ------------------------



| | I. | Composition of Committee
| | -- | ------------------------



| | 1. | The Committee shall be composed of
                                                              three or more directors of the Company as shall be designated by
                                                              the Board from time to time. The Board shall appoint a member who
                                                              shall serve as Chair of the Committee.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | Each member of the Committee shall
                                                              be “independent” and “financially literate”
                                                              (as such terms are defined in Multilateral Instrument 52-110 of
                                                              the CSA) and meet any eligibility criteria mandated by applicable
                                                              corporate or securities law, or the rules of any applicable stock
                                                              exchange.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | Members of the Committee and the
                                                              Chair shall receive such remuneration for their service on the Committee
                                                              as the Board may determine from time to time (which remuneration
                                                              may include cash and/or shares or options or other in-kind consideration
                                                              ordinarily available to directors).
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



74







| | II. | Committee Meetings
| | --- | ------------------



| | 1. | The Committee shall meet at least
                                                              once each quarter, at the discretion of the Chair or a majority
                                                              of its members, as circumstances dictate or as may be required by
                                                              applicable legal or listing requirements.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | A minimum of two and at least 50%
                                                              of the members of the Committee present either in person or by telephone
                                                              shall constitute a quorum.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | If and whenever a vacancy shall exist
                                                              that is not filled by an appointment by the Board, the remaining
                                                              members of the Committee may exercise all of its powers and responsibilities
                                                              so long as a quorum remains in office.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. | The time and place of the Committee
                                                              meetings shall be determined from time to time by the Committee.
                                                              A meeting of the Committee may be called by letter, telephone, facsimile,
                                                              email or other communication equipment by giving at least 48 hours
                                                              notice, provided that no notice of a meeting shall be necessary
                                                              if all of the members are present either in person or by means of
                                                              teleconference or if those absent have waived notice or otherwise
                                                              signified their consent to the holding of such meeting.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 5. | The Chair will chair all meetings
                                                              of the committee and set the agendas for committee meetings.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 6. | The Committee shall keep minutes of
                                                              its meetings which shall be submitted to the Board. The Committee
                                                              may, from time to time, appoint any person who need not be a member
                                                              to act as a secretary at any meeting.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 7. | The Committee may invite such officers,
                                                              directors and employees of the Company and its subsidiaries or any
                                                              other person as it may see fit to attend at meetings of the Committee.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 8. | Any matters to be determined by
                                                              the Committee shall be decided by a majority of votes cast at a
                                                              meeting of the Committee called for such purpose. Actions of the
                                                              Committee may be taken by an instrument or instruments in writing
                                                              signed by all of the members of the Committee, and such actions
                                                              shall be effective as though they had been decided by a majority
                                                              of votes cast at a meeting of the Committee called for such purpose.
                                                              All decisions or recommendations of the Audit Committee shall require
                                                              the approval of the Board prior to implementation by the Company,
                                                              except for any recommendation or approval that is specifically delegated
                                                              by the Board.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | F. | Responsibilities
| | -- | ----------------



| | I. | Financial Accounting and Reporting and Internal
Controls
| | -- | --------------------------------------------------------



| | 1. | The Committee shall review the Company’s
                                                              annual audited financial statements to satisfy itself that they
                                                              are presented in accordance with applicable accounting principles
                                                              and report thereon to the Board and recommend to the Board whether
                                                              or not same should be approved prior to their being filed with the
                                                              appropriate regulatory authorities. The Committee shall also review
                                                              and approve the Company’s quarterly financial statements prior
                                                              to their being filed with the appropriate regulatory authorities
                                                              and report thereon to the Board. With respect to the annual audited
                                                              financial statements, the Committee shall discuss significant issues
                                                              regarding accounting principles, practices, and judgments of management
                                                              with management and the Independent Auditors as and when the Committee
                                                              deems it appropriate to do so. The Committee shall satisfy itself
                                                              that the information contained in the annual audited and quarterly
                                                              financial statements is not significantly erroneous, misleading
                                                              or incomplete and that in respect of the annual audited financial
                                                              statements the audit function has been effectively carried out.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | The Committee shall review management’s
                                                              discussion and analysis and annual and quarterly financial statements
                                                              and any other public disclosure documents that are required to be
                                                              reviewed by the Committee under any applicable laws prior to their
                                                              public disclosure or being filed with the appropriate regulatory
                                                              authorities including, without limitation, any press releases announcing
                                                              annual or quarterly earnings.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



75







| | 3. | The Committee shall review management’s
                                                              internal control reports and the evaluation of such reports by the
                                                              Independent Auditors, together with management’s responses.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. | The Committee shall meet no less
                                                              frequently than annually with the Independent Auditors and the Chief
                                                              Financial Officer or, in the absence of a Chief Financial Officer,
                                                              with the officer of the Company in charge of financial matters,
                                                              to review accounting practices, internal controls and such other
                                                              matters as the Committee, Chief Financial Officer or, in the absence
                                                              of a Chief Financial Officer, with the officer of the Company in
                                                              charge of financial matters, as deemed appropriate.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 5. | The Committee shall inquire of management
                                                              and the Independent Auditors about significant risks or exposures,
                                                              both internal and external, to which the Company may be subject,
                                                              and assess the steps management has taken to minimize such risks.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 6. | The Committee shall review, during
                                                              an in camera meeting, the post-audit or management letter
                                                              containing the recommendations of the Independent Auditors and management’s
                                                              response and subsequent follow-up to any identified weaknesses.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 7. | The Committee shall provide oversight
                                                              to related party transactions entered into by the Company.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 8. | The Committee shall satisfy itself
                                                              that adequate procedures are in place for the review of the Company's
                                                              public disclosure of financial information derived or extracted
                                                              from the Company's financial statements and periodically assess
                                                              the adequacy of those procedures.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | II. | Independent Auditors
| | --- | --------------------



| | 1. | The Committee shall be directly
                                                              responsible for the selection, appointment, renewal, dismissal,
                                                              compensation and oversight of the Independent Auditors, and the
                                                              Independent Auditors shall report directly to the Committee.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | The Committee shall directly monitor
                                                              and assess the relationship between management and the Independent
                                                              Auditors and monitor, confirm, support and ensure the independence
                                                              and objectivity of the Independent Auditors. The Committee shall
                                                              be directly responsible for resolving disagreements between management
                                                              and the Independent Auditors. The Committee shall establish procedures
                                                              to receive and respond to complaints with respect to accounting,
                                                              internal accounting controls and auditing matters.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | The Committee shall pre-approve
                                                              all audit and non-audit services not prohibited by law to be provided
                                                              by the Independent Auditors to the Company or its subsidiaries.
                                                              This can be completed by a member selected by the Committee, provided
                                                              the Committee receives a report at the next meeting and the Committee
                                                              sets out policies and procedures. The Committee shall not allow
                                                              fees for non-audit services provided by the Independent Auditors
                                                              to exceed fees for audit services without express approval of the
                                                              Board.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. | The Committee shall review the Independent
                                                              Auditor’s audit plan, including scope, procedures and timing
                                                              of the audit.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 5. | The Committee shall review, during
                                                              an in camera meeting, the results of the annual audit with
                                                              the Independent Auditors, including matters related to the conduct
                                                              of the audit.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 6. | The Committee shall obtain timely
                                                              reports from the Independent Auditors describing critical accounting
                                                              policies and practices, alternative treatments of information within
                                                              applicable accounting standards that were discussed with management,
                                                              their ramifications, and the Independent Auditors’ preferred
                                                              treatment and material written communications between the Company
                                                              and the Independent Auditors.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



76







| | 7. | The Committee shall review fees
                                                              paid by the Company to the Independent Auditors and other professionals
                                                              in respect of audit and non-audit services on an annual basis.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | III. | Internal Auditors
| | ---- | -----------------



| | 1. | The Committee shall be directly
                                                              responsible for the selection, appointment, renewal, dismissal,
                                                              compensation and oversight of the Company’s Internal Auditors,
                                                              and the Internal Audit Group will report directly to the Committee
                                                              on all operational matters.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | The Committee will review annually
                                                              the Internal Audit Charter and recommend any proposed changes to
                                                              Management.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | The Committee shall review and approve the annual internal audit
                                                              plan prepared by the company’s internal audit group, including
                                                              scope, procedures and timing of activities.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. | The Committee shall, at each Audit Committee Meeting, receive
                                                              a report from the Company’s internal auditors based on the
                                                              results of their internal audit activities.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 5. | The Committee shall at each Audit Committee Meeting discuss,
                                                              during an in camera meeting, the results of the internal audit activities
                                                              with the Company’s internal auditors, including matters related
                                                              to the undertaking of the internal audits. In addition the Committee
                                                              should periodically review with the internal auditors any significant
                                                              difficulties, disagreements with management, or scope restrictions
                                                              encountered in the course of their work.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | IV. | Whistleblower Policy
| | --- | --------------------



| | 1. | The Committee shall oversee the
                                                              following procedures for the receipt, retention and treatment of
                                                              complaints, including confidential or anonymous employee complaints,
                                                              with respect to accounting, internal accounting controls and auditing
                                                              matters.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | The Company will promptly forward
                                                              to the Committee any complaints that it has received regarding financial
                                                              statement disclosures, accounting, internal accounting controls
                                                              or auditing matters.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | Any employee of the Company or any
                                                              of its subsidiaries may submit, on a confidential and anonymous
                                                              basis if the employee so desires, any concerns regarding financial
                                                              statement disclosures, accounting, internal accounting controls
                                                              or auditing matters. All such concerns will be set forth in writing
                                                              and forwarded in a sealed envelope addressed to the attention of
                                                              the chairman of the Audit Committee, c/o the Company’s United
                                                              States general legal counsel at the address set forth at the Company’s
                                                              website, in an envelope labeled with a legend such as: “To
                                                              be opened by the Audit Committee only. Submitted pursuant to the
                                                              Jaguar Mining Inc. Whistleblower Policy.” If an employee would
                                                              like to discuss any matter with the Committee, the employee should
                                                              indicate this in the submission and include a telephone number at
                                                              which he or she can be reached, should the Committee deem such communication
                                                              is appropriate. Alternatively, concerns can be communicated by phone
                                                              to EthicsPoint, an independent service partner, at 1-888-279-5268
                                                              for US and Canada, 0-800-891-1667 for Brazil or www.jaguarmining.com/s/corporategovernance/whistleblower.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. | Following the receipt of any complaints
                                                              submitted, the Committee will investigate each matter so reported
                                                              and take such corrective and disciplinary actions, if any, as it
                                                              considers appropriate.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



77







| | 5. | The Committee may enlist employees
                                                              of the Company and/or outside legal, accounting or other advisors,
                                                              as appropriate, to conduct any investigation of complaints regarding
                                                              financial statement disclosures, accounting, internal accounting
                                                              controls or auditing matters. In conducting any investigation, the
                                                              Committee shall use reasonable efforts to protect the confidentiality
                                                              and anonymity of the complainant.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 6. | It is the policy of the Company
                                                              that employees will not be discharged, demoted, suspended, threatened,
                                                              harassed or in any other manner discriminated against as a result
                                                              of any complaint made hereunder in good faith.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 7. | The Company shall make this policy
                                                              available to all employees.
| | -- | ----------------------------------------------------------------------------------------------------------------------------



| | 8. | The Committee will retain as a part
                                                              of its records any such complaints or concerns for a period of at
                                                              least seven (7) years.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | G. | Review of Charter and Self Assessment
| | -- | -------------------------------------



| | 1. | The Committee should review and reassess every two years the
                                                              adequacy of this Charter.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | The Committee shall review annually the Committee's own performance.
| | -- | --------------------------------------------------------------------



| | 3. | The Committee should review every two years the Whistleblower
                                                              Policy.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------



| | H. | Other Responsibilities
| | -- | ----------------------



The Committee shall perform any other activities consistent
with this Charter and governing law, as the Committee or the Board deems necessary or appropriate.



The Board may at any time amend or rescind any of the provisions
hereof, or cancel them entirely, with or without substitution.





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