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OFFERING MEMORANDUM DATED MAY 3, 2013 Nord Gold N.V. (a public limited liability company (naamloze vennootshap) incorporated under the laws of the Netherlands (registered with the trade register of the chamber of commerce for Amsterdam, The Netherlands, under number 17179668), with its statutory seat (statutaire zetel) in Amsterdam, the Netherlands) as issuer of U.S.$500,000,000 6.375% Guaranteed Notes due 2018 unconditionally and irrevocably guaranteed on a joint and several basis by CJSC “Mine Aprelkovo”, “Neryungri-Metallik” LLC, JSC FIC Alel, Société Minière de Dinguiraye and High River Gold Mines Ltd. Issue price of Notes: 100% Nord Gold N.V. (the “Issuer”orthe“Company”) incorporated under the laws of the Netherlands (registered with the trade register of the chamber of commerce for Amsterdam, The Netherlands, under number 17179668), with its statutory seat (statutaire zetel) in Amsterdam, the Netherlands is issuing U.S.$500,000,000 aggregate principal amount of 6.375% guaranteed notes due May 7, 2018 (the “Notes”). The Notes shall be unconditionally and irrevocably guaranteed (the “Guarantees”) on a joint and several basis by CJSC “Mine Aprelkovo”, “Neryungri-Metallik” LLC, JSC FIC Alel, Société Minière de Dinguiraye and High River Gold Mines Ltd. (each a “Guarantor” and together, the “Guarantors”). The Terms and Conditions of the Notes provide for certain amendments to the guarantors which provide guarantees of the Notes, as further described in “Terms and Conditions of the Notes”. Interest on the Notes will accrue from May 7, 2013 at a rate of 6.375% per annum of their outstanding principal amount payable semi-annually in arrear on May 7 and November 7 of each year, commencing on November 7, 2013. Unless previously redeemed or cancelled the Notes will be redeemed at their principal amount on May 7, 2018. The Notes will be subject to, and have the benefit of, a trust deed between Citibank, N.A., London Branch as trustee for the holders of the Notes (the “Trustee”) and the Issuer to be dated May 7, 2013 (the “Trust Deed”). The Notes will be unsecured and unsubordinated obligations of the Issuer and will rank equally in right of payment with the Issuer’s existing and future unsecured and unsubordinated obligations. The Guarantees will be unsecured and unsubordinated debt obligations of the relevant Guarantor and will rank equally in right of payment with all existing and future unsecured and unsubordinated obligations of the relevant Guarantor. Payments on the Notes will be made free and clear of any withholding taxes imposed by the Netherlands, and payments on each Guarantee will be made free and clear of any withholding taxes imposed by the jurisdiction of incorporation of the relevant Guarantor, each to the extent described in “Terms and Conditions of the Notes” herein. The Notes may be redeemed by the Issuer in whole but not in part at 100% of their principal amount, plus accrued and unpaid interest, if the Issuer becomes obliged to pay certain additional amounts and otherwise as described under “Terms and Conditions of the Notes — Redemption and Purchase — Redemption for Tax Reasons”. Unless previously redeemed or purchased and cancelled, the Notes will be redeemed at their principal amount on May 7, 2018. This document (the “Offering Memorandum”) constitutes the listing particulars in respect of the admission of the Notes to the Official List and to trading on the Global Exchange Market of the Irish Stock Exchange (the “Global Exchange Market”) and has been approved by the Irish Stock Exchange. Application has been made to the Irish Stock Exchange for the Notes to be admitted to the Official List and trading on the Global Exchange Market, which is the exchange regulated market of the Irish Stock Exchange. The Global Exchange Market is not a regulated market for the purposes of Directive 2004/39/EC. No assurance can be given that the application will be granted. Furthermore, admission of the Notes to the Official List and trading on the Global Exchange Market is not an indication of the merits of the Issuer, the Guarantors, the Notes or the Guarantees. There can be no assurance that a trading market in the Notes will develop or be maintained. An investment in the Notes involves certain risks. Prospective investors should have regard to the factors described under the section headed “Risk Factors” beginning on page 9. Arthur Cox Listing Services Limited is acting solely in its capacity as listing agent for the Issuer in relation to the Notes and is not itself seeking admission of the Notes to the Official List of the Irish Stock Exchange or to trading on the Global Exchange Market of the Irish Stock Exchange. Information contained in this Offering Memorandum is not an offer, or an invitation to make offers, sell, purchase, exchange or transfer any securities in Russia, and does not constitute an advertisement or offering of any securities in Russia. The Notes have not been and will not be registered in Russia or admittedto public placement and/or public circulation in Russia and are not intended for “placement” or “circulation” in Russia except as permitted by Russian law. The Notes and the Guarantees (the “Securities”) have not been and will not be registered under the United States Securities Act of 1933 (the “Securities Act”) and, subject to certain exceptions, may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons. The Securities are being offered and sold by Citigroup Global Markets Limited, Goldman Sachs International, Jefferies International Limited, SIB (Cyprus) Limited and Société Générale (the “Joint Bookrunners”, and together with Natixis, the “Joint Lead Managers”) outside the United States in reliance on Regulation S under the Securities Act (“Regulation S”) and within the United States to “qualified institutional buyers” (“QIBs”) in reliance on Rule 144A under the Securities Act (“Rule 144A”). Prospective purchasers are hereby notified that sellers of the Securities may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. The Securities have not been approved or disapproved by the U.S. Securities and Exchange Commission, any State securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Securities or the accuracy or adequacy of this Offering Memorandum. Any representation to the contrary is a criminal offence in the United States. For a description of these and certain further restrictions, see “Subscription and Sale” and “Transfer Restrictions”. The Securities that are being offered and sold in accordance with Regulation S (the “Regulation S Notes”) will initially be represented by beneficial interests in an unrestricted global note (the “Regulation S Global Note”) in registered form, without interest coupons attached, which will be registered in the name of a nominee for and will be deposited with a common depositary for Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) on or about May 7, 2013 (the “Closing Date”). Securities which are offered and sold in reliance on Rule 144A will initially be represented by beneficial interests in a restricted global note (the “Rule 144A Global Note” and, together with the Regulation S Global Note, the “Global Notes”) in registered form, without interest coupons attached, which will be deposited on or about the Closing Date with a custodian for, and registered in the name of Cede & Co. as nominee for, The Depository Trust Company (“DTC”). Beneficial interests in the Global Notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC, Euroclear and Clearstream, Luxembourg and their account holders. Definitive notes in respect of beneficial interests in the Regulation S Global Note and the Rule 144A Global Note (“Regulation S Definitive Notes”and“Rule 144A Definitive Notes”, respectively, and together, the “Definitive Notes”) will not be issued except as described under “Summary of Provisions relating to the Notes while in Global Form”. Joint Bookrunners and Joint Lead Managers Citigroup Goldman Sachs Jefferies Sberbank CIB Société Générale International Corporate & Investment Banking Joint Lead Manager Natixis IMPORTANT INFORMATION ABOUT THIS OFFERING MEMORANDUM The Issuer and the Guarantors each accept responsibility for the information contained in this Offering Memorandum. To the best of the knowledge of the Issuer and each of the Guarantors (each of which has taken all reasonable care to ensure that such is the case), the information contained in this Offering Memorandum is in accordance with the facts and does not omit anything likely to affect the import of such information No person has been authorized to give any information or to make any representation other than those contained in this Offering Memorandum and any information or representation not so contained must not be relied upon as having been authorized by or on behalf of the Issuer, the Guarantors, the Trustee or the Joint Lead Managers. The information contained in this Offering Memorandum is current as at the date hereof. The delivery of this Offering Memorandum at any time does not imply that the information contained herein is correct as at any time subsequent to its date. No representation, warranty or undertaking, express or implied, is made and no responsibility is accepted by the Joint Lead Managers or the Trustee as to the accuracy or completeness of the information contained in this Offering Memorandum or any other information supplied in connection with the Securities. Each person receiving this Offering Memorandum acknowledges that such person has not relied on any of the Joint Lead Managers or the Trustee in connection with its investigation of the accuracy of such information or its investment decision and each person must rely on its own examination of the Issuer, the Guarantors and the Group and the merits and risks involved in investing in the Securities.

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