TONOGOLD RESOURCES, INC.

Annual Shareholders Meeting

July 8, 2011

2011

Annual Meeting

Agenda

•Introduction

•Management Presentation

•Voting

•Questions and Answers

•Vote Tabulation

•Results of Vote

•Adjourn

Tonogold Resources, Inc.

2010 Highlights

• Tonopah Divide: Drilling & Discovery

• Mineral Mountain, UT: Geological Report

• Coors, AZ: Claim Package Expansion & Sampling

• Mother Lode, CA: Past Producer Acquired

• Prospect Uranium: AEFI -Secure Energy Deal

Tonogold Resources, Inc.

Voting Proposals

• Item 1: Election of Directors

• Item 2: Approve Equity Incentive Plan

• Item 3: Approve Compensation of Executive Officers

• Item 4: Frequency of Compensation Advisory Vote

• Item 5: Ratify Actions of Board of Directors

• Item 6: Approve Acquisition of Prospect Uranium

• Item 7: Approve Appointment of Ronald Chadwick PC as Auditor

Tonogold’s Acquisition of

Prospect Uranium, Inc.

• Tonogold’s Board of Directors believes that consolidation of Prospect Uranium into Tonogold will increase Tonogold’s reserves of cash and marketable securities, reduce administrative costs, expand Tonogold’s shareholder base, improve market liquidity and trading volume for Tonogold shares and increase shareholder value for Tonogold’s current shareholders.

• Tonogold plans to purchase the 60.875% of Prospect that it does not already own.

• Tonogold will pay with common stock equal to:

– 70% times the total net book value of Prospect (this amount represents the pro-rated net book value of Prospect plus a 15% premium) PLUS

– the pro-rated face amount of debt now owed by Tonogold to Prospect (about $320,000).

• New Tonogold shares will be issued to Prospect shareholders based on the trailing 30 days’ average price for Tonogold common shares as reported through OTC Markets, Inc. at www.pinksheets.com.

• Each of Tonogold’s current directors has an interest in Prospect. In aggregate, they own 11.737% of Prospect.

• Tonogold currently owns 39.125% of Prospect.

• Any dissenting Prospect shareholders will have the right to demand an independent valuation of the transaction’s fairness.

• The closing is expected to occur by mid-August 2011.

• The final terms of the transaction may differ and are subject to final approval by Tonogold’s Board of Directors. If Tonogold’s Board of Directors determines that the final transaction terms are not in the interests of Tonogold’s shareholders, the Board will not consummate the proposed transaction.

Prospect Uranium

Share Calculation Estimate

Book Value of Prospect Uranium = $681,250

Multiplied by .70 (115% of 60.875%) = $476,875

Plus Inter-Company Loan ($320,000) = $796,875

# of Tonogold Shares Issued ($.085) 9,375,000

# of Prospect Shares (not already owned) 30,968,800

Tonogold Shares per Prospect Share 0.30272

*Actual calculation will be based on average share prices

of AEFI and TNGL for 30 day period ending July 15, 2011.

Assets

2010 2009

Cash 17,417 87,267

Plant and Equipment 954 38,521

Project Investments 42,289 22,435

Loan to Affiliate 1,620 1,620

TNR Stock (75,000 shares) 21,250 22,500

Secure Energy JV 284,599 284,659

Total Assets $368,129 $457,002

Liabilities

2010 2009

Accounts Payable 47,197 77,181

Accrued Interest 21,934 21,934

Accrued Payroll Taxes 614 5,734

Deferred Consulting Fees (Nyac) 101,334 2,000

Notes Payable 54,000 98,000

Loans from Shareholders 5,150 800

TOTAL LIABILITIES $230,229 $205,649

Revenue

2010 2009

Nyac Consulting Agreement 68,339 359,721

TNR Option Payment 21,250 47,500

Cost of Revenues (14,577)

Gross Profit $89,589 $392,644

Project Expenses

2010 2009

King Tonopah 5,120 (2,285)

Mother Lode, Caifornia 10,967

Mineral Mountain, Utah 126,937 60,719

Misc. Prospects 74,235 14,295

Mineral Property Costs $217,259 $90,706

Arizona / Coors (Cap) 19,854 19,574

Lithium Prospects (Cap) 2,952

Nyac (Cap) (91)

Capitalized Project Expenses $19,854 $22,435

Total Property (Cap+Exp) $237,113 $113,141

G&A Expenses

2010 2009

Salaries and Wages 182,572 412,992

Office Expenses 25,437 24,628

Rent 7,924 46,920

Advertising 15,191 12,806

Insurance 10,711 10,265

Travel 20,601 16,207

Telephone 19,737 14,070

Professional Fees 28,070 15,210

Other 92,659 24,091

Total G&A Expenses $402,902 577,189

Income Statement

2010 2009

Gross Profit 89,589 392,644

Operating Expenses 620,161 653,318

Operating Loss (530,572) (260,674)

Interest Expense (7,922) (21,985)

Income Taxes (538,494) (281,811)

Minority Interest (Prospect) 17,706 103,832

Net Loss ($520,788) ($177,979)

Net Loss Per Share (0.01) (0.00)

Share Structure

As of June 30, 2011

Common Stock 89,933,453

Series C Preferred Stock 800,000

Warrants* 2,495,000

Fully Diluted Common Stock 92,428,453

*Warrants expire on June 30, 2012

and have an exercise price of $.10 per share.

Prospect Generation

• 2,000 Exploration Cos. -------

Massive Need for Prospects

• Drilling Means Dilution

• Land Acquisition and Recon

• Prepare Geological Reports

• Sell or Lease Non-Core

Properties

• Joint Venture Core Properties

• More Stock Deals

Index from Mining Company Directory:

Management

• Jeffrey J Janda Chairman and President

• Brian A. Zamudio Director and EVP

• Donald G. Strachan Director and

VP of Exploration

Key Consultants

• Kevin Robinson - Coors Gold Project

• Peter Hahn - Tungsten, Gold and Silver

• North American - 6 Year Relationship

• Puchski Geocon. - Goldstrike Technical Report

• Bob Sanders - Hardrock Miner, Mother Lode

Tonopah Divide, Nevada

• 6,700 acres 5 miles south of

Tonopah, NV

• Mining Venture Agreement

with Centerra (U.S.), Inc

• Tonogold Ownership: 29%

• 5 Drill Programs since 2008,

79 Drill Holes, 74,070 feet of

RC Drilling

• Expenditures since inception

of Mining Venture: $4.5 mill.

• Recent Discoveries in

Combination Zone and Ruby

Hill Zone

Tonopah Divide, Nevada

• What now?

• Informal Assessment of WT

Cohan Mining Engineers (positive)

• Does this fit in Centerra’s

portfolio? (<1 mill oz gold equiv. -

too small)

• Southern-Central Nevada has

seen increased exploration &

mining activity

• Drilling success at nearby

Hasbrouck Mountain

• Conclusion: Tonopah Divide has a

valuable land package and

modest discoveries. More drilling

needed to get inferred resource.

From WT Cohan Block Model:

Mineral Mountain Project

Goldstrike, Utah Mining District

• Signed lease August 2009

• Property: 3,940 acres, BLM

Land

• Lease Terms: $40k/yr + 4%

NSR

• Work Commitments: $50k per

year

• Completed NI 43-101

Technical Report in 2010

• Phase I Pre-Feasibility Due

August 2011

• Interviewing Joint Venture

Partners

Mineral Mountain Project

Exploration Upside

• Past Exploration Drill Holes

were shallow <350 feet

• Current resource in surface

sandstones

• Evidence of mineralization in

Paleozoic limestones beneath

the sandstones (test this

hypothesis w/ deeper drilling)

• If limestones and contact zone

sufficiently mineralized the

resource could be much bigger

• Also: follow up good drill holes

in the Butcher Knife and Oro Vista areas

King Tonopah, NV

Claims / Land Map

King Tonopah

• Updated Report Finished, Strachan (May 2011)

• 40,000 tons of “steep vein ore” already developed valued at $1,116 per ton

• Potential to lease Austin patented claims

• Ideal as small producer with exploration upside of 1-2 mill tons of Murry Lode-style ore (15 oz/ton silver, .15 oz/ton gold)

Coors Gold Prospect

• Former high grade producer near world class Bagdad copper porphyry system.

• 34 claims on 5 historical gold mines

• Surface sampling and mapping

• Vein outcrops run as high as 2.4 oz/ton gold

• Potential for shallow horizontal structures which may be mineralized (open pittable?)

• Joint venture, lease or sell

• Additional land acquisition

Bandarita Mine, CA

• Staked Six Claims Sept 2010

• 6 adits / levels (main haulage accessible)

• Historical production: 75,000 oz. gold (closed WWII)

• Average Grade .57 oz/ton

• California Journal of Mines: “274,000 tons of gob (broken ore) in the old stopes”.

• Exploration potential: find unmined portion of the Goodwin Shoot

• Potential for direct shipping ore to nearby mill

2011-12 Goals and Events

• Complete Prospect Uranium Acquisition

• Joint Venture Mineral Mountain, Utah

• Tonopah Divide: Decision / Sell or Keep

• Lease Additional Land Near King Tonopah

• Sell, lease or JV Coors Gold Project

• Possibility for Tungsten Spinoff Company

Five Best Reasons to

Own Tonogold Shares

1. Low market capitalization

$8 million

2. Discovery at Tonopah Divide

and Mining Venture with

Centerra

3. Low Burn Rate = $40k / mo.

4. Exploration Industry is Hungry

for Good Prospects

5. Best Commodities (Gold &

Silver) and Best Places to

Mine (Nevada, Utah, Arizona)