Abaxx Technologies Inc. — M&A Activity 2020

Aug 14, 2020

TS GLOBAL MINERALS HOLDINGS PTE. LTD.

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TATA STEEL MINERALS CANADA LTD.

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TSMUK LTD

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NEW MILLENNIUM IRON CORP.

REORGANIZATION AGREEMENT

Effective August 5, 2020

Page

ARTICLE 1 Interpretation	2
ARTICLE 2 Purchase by TSMUK of TSMC Shares	5
ARTICLE 3 Purchase for Cancellation of NML Shares Held by TSGMH	5
ARTICLE 4 Settlement of Payables and Reimbursement	6
ARTICLE 5 Settlement of Notes	6
ARTICLE 6 Shareholder Meeting and Board Matters	6
ARTICLE 7 Representations and Warranties	7
ARTICLE 8 Closing Arrangements11
ARTICLE 9 Conditions of Closing 12
ARTICLE 10 Termination 14
ARTICLE 11 General 15
Schedule 1 Form of Taconite Royalty Agreement

Schedule 2 Form of Mutual Release of Obligations

REORGANIZATION AGREEMENT

This Reorganization Agreement (this "Agreement") dated effective as of August 5, 2020 is made among TS Global Minerals Holdings Pte. Ltd., a corporation existing under the laws of Singapore ("TSGMH"), Tata Steel Minerals Canada Ltd., a corporation existing under the laws of British Columbia ("TSMC"), TSMUK LTD, a corporation existing under the laws of the United Kingdom ("TSMUK", and together with TSGMH and TSMC, the "Tata Steel Group"), and New Millennium Iron Corp. ("NML"), a corporation existing under the laws of Alberta.

RECITALS

A. NML exists under the Business Corporations Act (Alberta) (the "ABCA").

B. NML's common shares are listed on the Toronto Stock Exchange.

C. TSGMH holds 47,402,908 common shares in the capital of NML, representing 26.18% of the issued and outstanding common shares of NML (the "NML Shares").

D. NML holds 20.52 Class B common shares in the capital of TSMC, representing 4.32% of the issued and outstanding common shares of TSMC (the "TSMC Shares"), and the Parties have agreed to ascribe a value to the TSMC Shares reflecting an agreed upon discount in light of NML's minority interest in TSMC.

E. On September 24, 2008, TSGMH, NML and LabMag Limited Partnership entered into the heads of agreement, as amended from time to time (the "2008 Heads of Agreement").

F. On March 6, 2011, TSGMH, NML and LabMag Limited Partnership entered into the Taconite project heads of agreement setting out the respective rights and obligations of TSGMH and NML in connection with the LabMag and KéMag properties (collectively, the "Taconite Properties"), as amended from time to time (the "Taconite Heads of Agreement").

G. The parties wish to reorganize their relationship, in accordance with the terms and conditions of this Agreement (collectively, the "Reorganization").

H. The Reorganization constitutes a related party transaction in accordance with Part 5 of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"), and accordingly, among other things, is subject to minority shareholder approval (the "Majority of the Minority Approval") and the requirement to deliver a formal valuation.

I. NML has called an annual and special meeting of its shareholders to be held prior to the Outside Date (such meeting or any adjournment or postponement, the "Shareholder Meeting").

J. NML must also reduce its stated capital to facilitate the Reorganization.

K. In accordance with the ABCA, the shareholders of NML must also pass by a 2/3 majority a special resolution at the Shareholder Meeting to reduce the stated capital of NML (the "Special Resolution") before the Reorganization.

L. The Reorganization is not an issuer bid under the meaning of National Instrument 62-104 – Take-Over Bids and Issuer Bids.

Therefore, the Parties agree to complete the Reorganization, in whole and not in part, as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions. In this Agreement:

"2008 Heads of Agreement" has the meaning set out in Recital E.

"ABCA" has the meaning set out in Recital A.

"Agreement" means this reorganization agreement and its attached Schedules.

"Business Day" means any day except Saturday, Sunday or any day on which banks are generally not open for business in the City of Montréal, Québec, Canada and Singapore.

"Canadian Dollars" means the lawful currency of Canada.

"Circular" has the meaning set out in Section 6.1.

"Closing" means the completion of all actions required to complete the Reorganization in accordance with the provisions of this Agreement.

"Closing Date" means as soon as practical following receipt of all consents and approvals referred to in Section 9.1 and Section 9.3 but in any event before the Outside Date.

"Closing Time" means 12:01 a.m. (Montréal time) on the Closing Date.

"Damages" means, whether or not involving a third party claim, any loss, cost, liability, claim, interest, fine, penalty, assessment, Taxes, damages available at law or in equity (excluding any punitive, special or consequential damages) and reasonable and documented expenses (including reasonable costs of investigation and defence and the full amount of all reasonable legal fees and other reasonable professional fees).

"Governmental Authority" means: (a) any domestic or foreign government, whether national, federal, provincial, state, territorial, municipal or local whether administrative, legislative, executive or otherwise; (b) any agency, authority, ministry, department, regulatory body, court, central bank, bureau, board or other instrumentality having legislative, judicial, taxing, regulatory, prosecutorial or administrative powers or functions of, or pertaining to, government; (c) any court, tribunal, commission, individual, arbitrator, arbitration panel or other body having adjudicative, regulatory, judicial, quasi-judicial, administrative or similar functions; and (d) any other body or entity created under the authority of or otherwise subject to the jurisdiction of any of the foregoing, including any stock or other securities exchange.

"Interim Period" means the period from the date of this Agreement to the Closing Time.

"Law" means, with respect to a Person, property, transaction, event or other matter, (a) any foreign or domestic constitution, treaty, law, statute, regulation, code, ordinance, principle of common law, civil law or equity, rule, municipal by-law, Order or other requirement having the force of law, (b) any policy, practice, protocol, standard or guideline of any Governmental Authority that, although not necessarily having the force of law, is regarded by the Governmental Authority as requiring compliance as if it had the force of law, in each case relating or applicable to the Person, property, transaction, event or other matter and also includes, where appropriate, any interpretation of Law (or any part thereof) by a Person having jurisdiction over it, or charged with its administration or interpretation.

"Legal Proceeding" means any litigation, action, application, suit, investigation, hearing, claim, complaint, grievance, civil, administrative, regulatory or criminal, arbitration proceeding or other similar proceeding, before or by a Governmental Authority, and includes any appeal or review thereof and any application for leave for appeal or review.

"Majority of the Minority Approval" has the meaning set out in Recital H.

"MI 61-101" has the meaning set out in Recital H.

"Mutual Release" means the mutual release in the form of Schedule 2.

"NML" has the meaning set out above.

"NML Note 1" has the meaning set out in Section 3.3.

"NML Note 2" has the meaning set out in Section 4.2.

"NML Shares" has the meaning set out in Recital C.

"Order" means any order, directive, judgment, decree, injunction, decision, ruling, award or writ of a Governmental Authority.

"Outside Date" means the earlier of November 30, 2020 or the date on which the shares of NML are no longer listed on a recognized stock exchange for Canadian tax purposes.

"Party" means a party to this Agreement and any reference to a Party includes its successors and permitted assigns and "Parties" means every Party.

"Person" is to be broadly interpreted and includes an individual, a corporation, a partnership, a trust, an unincorporated organization and the executors, administrators or other legal representatives of an individual in such capacity.

"Regulatory Approval" means any approval, consent, ruling, authorization, notice, permit, waiver or acknowledgement that may be required from any Governmental Authority (a) in connection with the Transactions or (b) that is otherwise necessary to permit the Parties to perform their obligations under this Agreement.

"Reorganization" has the meaning set out in Recital I.G.

"Shareholder Meeting" has the meaning set out in Recital I.

"Special Resolution" has the meaning set out in Recital K.

"Taconite Heads of Agreement" has the meaning set out in Recital F.

"Taconite Properties" has the meaning set out in Recital F.

"Taconite Properties Claims" means, collectively, the mineral property claims and licences granted by Governmental Authorities in the provinces of Québec and Newfoundland and Labrador to NML and/or LabMag Limited Partnership (as applicable) in respect of the Taconite Properties, as listed in Schedule "A" to the form of royalty agreement in respect of the Taconite Royalty attached as Schedule 1 to this Agreement.

"Taconite Royalty" has the meaning set out in Section 3.3.

"Tata Steel Group" means, collectively, TSGMH, TSMC and TSMUK.

"Taxes" means, with respect to any Person, all supranational, national, federal, provincial, state, local or other taxes, including income taxes, branch taxes, profits taxes, capital gains taxes, gross receipts taxes, windfall profits taxes, value added taxes, severance taxes, added-value taxes, property taxes, capital taxes, net worth taxes, production taxes, sales taxes, use taxes, licence taxes, excise taxes, franchise taxes, environmental taxes, transfer taxes, withholding or similar taxes or other taxes of any kind whatsoever imposed or charged by a Governmental Authority, together with interest, penalties, or additions with respect thereto and any interest in respect of such additions or penalties, and "Tax" means any one of such Taxes.

"Threatened" means when used in relation to a Legal Proceeding or other matter, means that a demand or statement in writing, has been made or a notice in writing, has been given that a Legal Proceeding or other matter is to be asserted, commenced, taken or otherwise pursued in the future.

"Transaction Documents" means this Agreement, the Taconite Royalty agreement and all other agreements, certificates and other instruments or documents delivered or given under this Agreement.

"Transactions" means all the transactions contemplated in this Agreement, which together and as a whole, constitute the Reorganization.

"TSGMH" has the meaning set out above.

"TSMC" has the meaning set out above.

"TSMC Payable" means the amount of \$716,527 owing from NML to TSMC.

"TSMC Shares" has the meaning set out in Recital D.

"TSMUK" has the meaning set out above.

"TSMUK Note" has the meaning set out in Section 2.3.

1.2 Currency. Except as otherwise expressly provided in this Agreement, all dollar amounts referred to in this Agreement are stated in Canadian Dollars.

1.3 Gender and Number. Unless the context requires otherwise, words in one gender include all genders and words in the singular include the plural and vice versa.

1.4 Headings and Table of Contents. The inclusion of headings of Articles and Sections and the provision of a table of contents are for convenience of reference only and are not intended to be full or precise descriptions of the text to which they refer.

1.5 Section References. Unless the context requires otherwise, references to Articles, Sections or Schedules are to Articles, Sections or Schedules of this Agreement.

1.6 Words of Inclusion. Whenever the words "include", "includes" or "including" are used in this Agreement, they are deemed to be followed by the words "without limitation" and the words following "include", "includes" or "including" do not set forth an exhaustive list.

1.7 Statute References. Unless otherwise indicated, all references to any statute include its regulations, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference in this Agreement to a particular provision refers to such amended, re-enacted, consolidated or replaced provision and also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies, to the extent such guidelines, bulletins or policies have force of law.

1.8 Document References. All references to any agreement (including this Agreement), document or instrument mean such agreement, document or instrument as amended, supplemented, modified, varied, restated or replaced from time to time in accordance with its terms and, unless otherwise specified, includes all schedules and exhibits.

1.9 Schedules. The following Schedules, attached to and incorporated in this Agreement by reference, are deemed to be a part of this Agreement:

Schedule 1 Form of Taconite Royalty Agreement Schedule 2 Form of Mutual Release of Obligations

ARTICLE 2 PURCHASE BY TSMUK OF TSMC SHARES

2.1 Purchase of TSMC Shares. At Closing, and subject to the terms and conditions of this Agreement, NML shall sell and transfer to TSMUK, and TSMUK shall purchase from NML, the TSMC Shares, free and clear of all liens, charges, security interests, hypothecs and other encumbrances.

2.2 Delivery of Transfer Documents. In furtherance of Section 2.1, NML shall deliver to TSMUK all necessary certificates, assignments, consents and other documents reasonably required to effectively transfer the TSMC Shares to TSMUK.

2.3 Purchase Price. As consideration for the TSMC Shares, TSMUK shall issue to NML a non-interest-bearing note in the amount of \$13,000,000 (the "TSMUK Note").

ARTICLE 3 PURCHASE FOR CANCELLATION OF NML SHARES HELD BY TSGMH

3.1 Purchase for Cancellation of NML Shares. At Closing, and subject to the terms and conditions of this Agreement, TSGMH shall sell and transfer to NML, and NML shall purchase for cancellation from TSGMH, the NML Shares.

3.2 Delivery of Transfer Documents. In furtherance of Section 3.1, TSGMH shall deliver to NML all necessary certificates, assignments, consents and other documents reasonably required to effectively transfer the NML Shares to NML.

3.3 Purchase Price. As consideration for the purchase of the NML Shares: (i) NML shall issue to TSGMH a non-interest-bearing note in the amount of \$3,999,999 (the "NML Note 1"); and (ii) NML shall grant to TSGMH a royalty on the Taconite Properties (the "Taconite Royalty") pursuant to royalty agreements that will be entered into by NML, LabMag Limited Partnership and TSGMH in the form of the royalty agreements attached as Schedule 1 (which NML and TSGMH have ascribed a value of \$1.00 at Closing). For greater certainty, in addition to the consideration described in Section 3.3(i) and Section 3.3(ii) above, the Parties agree that any other consideration given by NML to TSGMH under this Agreement (other than the NML Note 2, as defined below) will be part of the purchase price for the NML Shares.

ARTICLE 4 SETTLEMENT OF PAYABLES AND REIMBURSEMENT

4.1 Settlement of Payables. At Closing, and subject to the terms and conditions of this Agreement, each Party acknowledges and agrees that there will be no payables outstanding as between any member of the Tata Steel Group, on the one hand, and NML, on the other hand (excluding, for the avoidance of doubt, the NML Note 1, the NML Note 2, the TSMUK Note, the TSMC Payable, and any amounts that may become owing in respect of the Taconite Royalty).

4.2 NML Reimbursement. NML shall issue to TSGMH a non-interest-bearing note in the amount of \$8,283,473 (the "NML Note 2"), as reimbursement of expenditures that TSGMH previously funded to NML.

ARTICLE 5 SETTLEMENT OF NOTES

5.1 Transfer. At Closing, TSGMH shall transfer, assign, deliver and convey to TSMUK, and TSMUK shall accept the transfer, assignment and conveyance of the NML Note 1 and NML Note 2.

5.2 Set Off. At Closing, and following the action described in Section 5.1: (a) TSMUK and NML shall set-off a portion of the amount owing by TSMUK to NML under the TSMUK Note against the amount owing by NML to TSMUK under NML Note 1 and the NML Note 2; and (b) TSMUK shall assume all of the obligations of NML in respect of the TSMC Payable in full satisfaction of the balance of the amount owing by TSMUK to NML under the TSMUK Note. Following such set-off and assumption, the Parties acknowledge and agree that all of the outstanding obligations under each of the TSMUK Note, NML Note 1 and NML Note 2 shall be deemed to be fully satisfied.

ARTICLE 6 SHAREHOLDER MEETING AND BOARD MATTERS

6.1 Circular. In advance of the Shareholder Meeting, NML shall complete a management information circular (the "Circular") together with any other documents required by corporate and securities Law for the Shareholder Meeting to be held in connection with the Reorganization and, as promptly as reasonably practicable thereafter, NML shall cause the Circular and other documentation required in connection with the Reorganization to be sent to each of its

shareholders and filed as required by corporate and securities Law. Among other things, the Circular shall specify the final amount for the proposed reduction of the stated capital of NML in connection with the Special Resolution, and NML covenants and agrees that the amount of such proposed reduction will not cause the representation and warranty contained in Section 7.2(9) to be inaccurate. NML shall give the Tata Steel Group and its legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other related documents and shall give reasonable consideration to any comments made by the Tata Steel Group and its counsel thereon, and further agrees that all information relating solely to the Tata Steel Group included in the Circular must be in form and content satisfactory to the Tata Steel Group, acting reasonably.

6.2 Shareholder Meeting. NML shall convene and conduct the Shareholder Meeting in advance of the Outside Date (and not adjourn, postpone or cancel, or propose the adjournment, postponement or cancellation of, the Shareholder Meeting without the prior written consent of the Tata Steel Group), and shall solicit its shareholders to obtain the Majority of the Minority Approval and to pass the Special Resolution (and the completion of any of the other Transactions), the whole in accordance with NML's constating documents and applicable corporate and securities Law. NML shall promptly advise the Tata Steel Group of any written communication from or claims brought by (or Threatened to be brought by) any Person in opposition to the Transactions, and NML shall give the Tata Steel Group and its legal counsel a reasonable opportunity to review and comment on any proposed response(s) of NML to such communications or claims (and shall give reasonable consideration to any comments made by the Tata Steel Group and its counsel in such regard).

6.3 Resignations. At Closing, and subject to the terms and conditions of this Agreement, the Tata Steel Group will cause its representatives on the NML board of directors to resign, and NML shall sign and deliver a mutual release and waiver (in form acceptable to the Tata Steel Group) of each such Tata Steel Group representative of all claims and potential claims for the periods prior to Closing.

6.4 Voting Support. Subject to the following sentence, at the Shareholder Meeting, TSGMH shall cause all of the NML Shares to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) the NML Shares in favour of the approval of the Special Resolution and all of the Transactions constituting the Reorganization, as applicable. Notwithstanding the foregoing sentence, the Parties acknowledge and agree that: (a) NML will not implement the proposed reduction of the stated capital of NML contemplated in the Special Resolution other than in connection with completion of the Reorganization following such time as all of the conditions precedent in Section 9.1 and Section 9.3 have been satisfied or waived; and (b) this covenant of TSGMH to vote the NML Shares shall immediately terminate if: (i) any of the representations and warranties of NML in this Agreement cease to be accurate in any material respect; (ii) NML has not performed or complied in any material respect with any of the terms and conditions of this Agreement; or (iii) this Agreement is terminated in accordance with its terms.

ARTICLE 7 REPRESENTATIONS AND WARRANTIES

7.1 Representations and Warranties of the Tata Steel Group. The Tata Steel Group represents and warrants to NML as follows:

(1) Incorporation and Corporate Power. Each of TSGMH, TSMC and TSMUK is a corporation incorporated, organized and subsisting under the Laws of the jurisdiction of its incorporation. Each of TSGMH, TSMC and TSMUK has the corporate power, authority and capacity to sign and deliver this Agreement and all other Transaction Documents and to perform its obligations under this Agreement and all other Transaction Documents.

(2) Authorization. The signing and delivery of this Agreement and all other Transaction Documents to be signed by each of TSGMH, TSMC and TSMUK and the completion of the Transactions have been duly authorized by all necessary corporate action on the part of each of TSGMH, TSMC and TSMUK.

(3) Enforceability of Obligations. This Agreement and the Transaction Documents to which they are a party have been signed and delivered by each of TSGMH, TSMC and TSMUK and constitute valid and binding obligations of each of TSGMH, TSMC and TSMUK, enforceable against them in accordance with their terms subject only to any limitation under bankruptcy, insolvency or other Laws affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction. There is no Legal Proceeding in progress, pending, or, to the knowledge of each of TSGMH, TSMC and TSMUK, Threatened against or affecting each of TSGMH, TSMC and TSMUK, and there is no Order outstanding against or affecting each of TSGMH, TSMC and TSMUK that, in any such case, affects adversely the ability of each of TSGMH, TSMC and TSMUK to enter into this Agreement or to perform its obligations under this Agreement.

• (4) Title to NML Shares.
• (a) TSGMH is the legal and beneficial owner of the NML Shares with good and marketable title to the NML Shares, free and clear of all liens, charges, security interests, hypothecs and other encumbrances; and
• (b) No Person, other than NML, has any agreement or option or any right capable of becoming an agreement for the purchase from TSGMH of all or any of the NML Shares.

(5) Title to TSMUK Note. At Closing but immediately prior to the steps contemplated in Article 5:

• (a) NML will be the legal and beneficial owner of the TSMUK Note with good and marketable title to the TSMUK Note, free and clear of all liens, charges, security interests, hypothecs, adverse claims and other encumbrances; and
• (b) other than under this Agreement, no Person has any agreement or option or any right capable of becoming an agreement for the purchase of the TSMUK Note.

(6) Regulatory Approvals and Consents. No Regulatory Approval or filing with, notice to, or waiver from any Governmental Authority, and no consent, approval or waiver of a Person under any contract to which any of TSGMH, TSMC and TSMUK is a party (other than those consents, approvals and waivers referred to in Section 8.3), is required to be obtained or made by each of TSGMH, TSMC and TSMUK in connection with the signing and delivery of, and performance by, each of TSGMH, TSMC and TSMUK of its obligations under this Agreement or the other Transaction Documents or the completion of the Transactions.

(7) Commissions. NML will not be liable for any brokerage commission, finder's fee or other similar payment in connection with the Transactions because of any action taken by, or agreement or understanding reached by, the Tata Steel Group.

7.2 Representations and Warranties of NML. NML represents and warrants to the Tata Steel Group as follows:

(1) Incorporation and Corporate Power. NML is a corporation incorporated, organized and subsisting under the laws of the jurisdiction of its incorporation. NML has the corporate power, authority and capacity to sign and deliver this Agreement and all other Transaction Documents and to perform its obligations under this Agreement and all other Transaction Documents.

(2) Authorization. The signing and delivery of this Agreement and all other Transaction Documents to be signed by NML and the completion of the Transactions have been duly authorized by all necessary corporate action on the part of NML.

(3) Enforceability of Obligations. This Agreement and the Transaction Documents to which they are a party have been signed and delivered by NML and constitute valid and binding obligations of NML, enforceable against it in accordance with their terms subject only to any limitation under bankruptcy, insolvency or other Laws affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction. There is no Legal Proceeding in progress, pending, or, to the knowledge of NML, Threatened against or affecting NML, and there is no Order outstanding against or affecting NML that, in any such case, affects adversely the ability of NML to enter into this Agreement or to perform its obligations under this Agreement.

• (4) Title to TSMC Shares.
• (a) NML is the legal and beneficial owner of the TSMC Shares with good and marketable title to the TSMC Shares, free and clear of all liens, charges, security interests, hypothecs and other encumbrances; and
• (b) No Person, firm or corporation, other than the Tata Steel Group, has any agreement or option or any right capable of becoming an agreement for the purchase from NML of all or any of the TSMC Shares.
• (5) Title to NML Note 1 and NML Note 2. At Closing:
• (a) TSGMH will be the legal and beneficial owner of the NML Note 1 and NML Note 2 with good and marketable title to the NML Note 1 and NML Note 2, free and clear of all liens, charges, security interests, hypothecs, adverse claims and other encumbrances; and
• (b) other than under this Agreement, no Person has any agreement or option or any right capable of becoming an agreement for the purchase of the NML Note 1 and NML Note 2.

(6) Regulatory Approvals and Consents. No Regulatory Approval or filing with, notice to, or waiver from any Governmental Authority, and no consent, approval or waiver of a Person under any contract to which NML is a party (other than those consents, approvals and waivers referred to in Section 8.4), is required to be obtained or made by NML in connection with the signing and delivery of, and performance by, NML of its obligations under this Agreement or the other Transaction Documents or the completion of the Transactions.

(7) Commissions. The Tata Steel Group will not be liable for any brokerage commission, finder's fee or other similar payment in connection with the Transactions because of any action taken by, or agreement or understanding reached by, NML.

• (8) Taconite Properties.
• (a) Other than as disclosed in Schedule "C" to the royalty agreement in respect of the Taconite Royalty attached as Schedule 1 to this Agreement, NML or LabMag Limited Partnership, as applicable, is the sole legal and beneficial owner, and has valid and sufficient right, title and interest free and clear of any liens, charges, security interests, hypothecs, adverse claims and other encumbrances (other than any liens, charges, security interests, hypothecs, adverse claims and other encumbrances disclosed to the Tata Steel Group in writing), to its interest in the Taconite Properties Claims, each Taconite Properties Claim is fully and accurately disclosed in Schedule "A" to the royalty agreement in respect of the Taconite Royalty attached as Schedule 1 to this Agreement, and NML's and LabMag Limited Partnership's interest in the Taconite Properties Claims comprises the entirety of NML and LabMag Limited Partnership's right, title and interest in the Taconite Properties.
• (b) Each of the Taconite Properties Claims is in good standing and has been properly recorded in the name of the NML or LabMag Limited Partnership, as applicable, in accordance with all applicable Laws and all amounts owing to any Governmental Authority by NML or LabMag Limited Partnership in respect of the Taconite Properties Claims that are payable on or prior to the date of this Agreement have been paid in full.
• (c) To the knowledge of NML, there are no Legal Proceedings pending or Threatened against or affecting NML, LabMag Limited Partnership or any of their respective affiliates or the Taconite Properties that might materially adversely affect the Taconite Properties or NML and LabMag Limited Partnership's interest in all or any part thereof, or challenge the validity or propriety of the Taconite Royalty to be granted to TSGMH pursuant to this Agreement.

(9) Paid-Up Capital. Following the reduction of the stated capital of NML as contemplated herein, the paid-up capital (within the meaning of the Income Tax Act (Canada)) of the NML Shares shall not (i) be lower than the consideration for the purchase for cancellation of the NML Shares and (ii) result in any Taxes either being required to be withheld in respect of such consideration or being imposed on TSGMH under Part XIII of the Income Tax Act (Canada) in respect of such purchase for cancellation.

(10) Listing. The NML Shares are listed and posted for trading on the Toronto Stock Exchange.

(11) Fairness Opinion. The board of directors of NML has received an opinion from its financial advisor to the effect that as of the date of this Agreement, subject to the assumptions and limitations set out therein, the Reorganization is fair from a financial point of view to the securityholders of NML (to the exclusion of TSGMH).

(12) No Issuer Bid. The Reorganization is not an issuer bid under the meaning of National Instrument 62-104 - Take-Over Bids and Issuer Bids.

ARTICLE 8 CLOSING ARRANGEMENTS

8.1 Closing. The Closing shall take place at the Closing Time on the Closing Date at the offices of Blake, Cassels & Graydon LLP in Montréal, Québec or at such other time on the Closing Date or such other place as may be agreed orally or in writing by the Tata Steel Group and NML.

8.2 Interim Period Covenants. Each of the Parties shall perform, and shall cause their respective affiliates to perform, all obligations required to be performed by the Parties or any of their affiliates under this Agreement, co-operate with the other Parties for that purpose, and do all such other acts and things as may be necessary or desirable in order to complete and make effective, as soon as reasonably practicable, the Transactions contemplated by this Agreement, and no Party shall take any action that is inconsistent with, or which would jeopardize completion of, any of the Transactions contemplated in this Agreement.

8.3 Tata Steel Group Closing Deliveries. At the Closing, the Tata Steel Group shall deliver or cause to be delivered to NML the following documents:

(1) a certificate of a duly authorized officer of each of TSGMH, TSMUK and TSMC certifying (A) the constating documents of each of TSGMH, TSMUK and TSMC, (B) the resolutions of the board of directors of each of TSGMH, TSMUK and TSMC approving the execution, delivery and performance of this Agreement, and (C) the matters set forth in Sections 9.3(1) and 9.3(2);

(2) a waiver and consent from Investissement Québec, in its capacity as mandatary of the Gouvernement du Québec (as successor in interest to Ressources Québec), in respect of the transfer and sale of the TSMC Shares pursuant to the shareholders agreement of TSMC dated November 1, 2016;

(3) consents in favour of TSMC in respect of the Reorganization from (a) Investissement Québec, in its capacity as mandatary of the Gouvernement du Québec, (b) ICICI Bank Canada, and (c) TSMUK, each in their respective capacities as lenders to TSMC;

(4) the TSMUK Note;

(5) the share certificates representing the NML Shares held by TSGMH, each accompanied by a duly signed instrument of transfer in favour of NML;

(6) a duly signed copy of the royalty agreement in respect of the Taconite Royalty in the form attached as Schedule 1;

(7) a duly signed copy of the Mutual Release;

(8) signed resignations of the resigning directors of NML as set forth in Section 6.3; and

(9) such other assurances, consents, agreements, documents, conveyances, bills of sale and instruments as may be reasonably required by NML to complete the Transactions, all of which shall be in form and substance satisfactory to NML, acting reasonably.

8.4 NML Closing Deliveries. At the Closing, NML shall deliver or cause to be delivered to the Tata Steel Group the following documents:

(1) a certificate of a duly authorized officer of NML certifying (A) the constating documents of NML, (B) the resolutions of the board of directors and shareholders of NML approving the execution, delivery and performance of this Agreement, and (C) the matters set forth in Sections 9.1(1) and 9.1(2);

(2) the share certificates representing the TSMC Shares, each accompanied by a duly signed instrument of transfer in favour of TSMUK;

(3) the NML Note 1;

(4) the NML Note 2;

(5) a duly signed copy of the royalty agreement in respect of the Taconite Royalty in the form attached as Schedule 1;

(6) a duly signed copy of the Mutual Release;

(7) signed mutual releases and waivers with respect to the resigning directors of NML as set forth in Section 6.3; and

(8) such other assurances, consents, agreements, documents, conveyances, bills of sale and instruments as may be reasonably required by the Tata Steel Group to complete the Transactions, all of which shall be in form and substance satisfactory to the Tata Steel Group, acting reasonably.

ARTICLE 9 CONDITIONS OF CLOSING

9.1 Tata Steel Group Closing Conditions. The Tata Steel Group shall not be obligated to complete the Transactions unless, at or before the Closing Time, each of the conditions listed below in this Section 9.1 has been satisfied, which conditions are included for the exclusive benefit of the Tata Steel Group and may be waived, in whole or in part, by the Tata Steel Group. NML shall take all such actions, steps and proceedings as are reasonably within its control as may be necessary to ensure that the conditions listed below in this Section 9.1 are fulfilled at or before the Closing Time.

(1) Representations and Warranties. The (a) representations and warranties of NML contained in Section 7.2(9) will be accurate in all respects at and as of the Closing Date and (b) other than the representations and warranties of NML contained in Section 7.2(9), the representations and warranties of NML contained in this Agreement will be accurate in all material respects at and as of the Closing Date (and, for this purpose, any reference to "material" or other concepts of materiality in such representations and warranties shall be ignored) except in each case any representations and warranties made as of a specific date, which representations and warranties will be accurate in all material respects as of such specified date; and NML has delivered a certificate confirming same to the Tata Steel Group, signed by a senior officer of NML (without personal liability) addressed to the Tata Steel Group and dated the Closing Date.

(2) NML's Compliance and Deliverables. NML will have performed and complied in all material respects with all of the terms and conditions in this Agreement on its part to be performed or complied with at or before the Closing Time and will have signed and delivered or caused to have been signed and delivered to the Tata Steel Group at the Closing all the documents contemplated in Section 8.4 and elsewhere in this Agreement; and NML has delivered a certificate confirming same to the Tata Steel Group, signed by a senior officer of NML (without personal liability) addressed to the Tata Steel Group and dated the Closing Date.

(3) No Litigation. During the Interim Period, no Order (whether temporary, preliminary or permanent) will have been made or no Legal Proceedings will have commenced or be Threatened against either Party or any of their respective directors or officers, for the purpose of enjoining, prohibiting, preventing or restraining, temporarily or permanently, the completion of the Transactions.

(4) No Law. During the Interim Period, no Governmental Authority will have enacted, issued or promulgated any Law that has the effect of (i) making any of the Transactions illegal, or (ii) otherwise prohibiting, preventing or restraining the completion of any of the Transactions.

(5) No Deduction. No withholding or other deduction will be made by NML from any payment that is deliverable at Closing to the Tata Steel Group by NML pursuant this Agreement.

9.2 Condition not Fulfilled. If any condition set forth in Section 9.1 has not been fulfilled at or before the Closing Time or if any such condition is, or becomes, impossible to satisfy before the Closing Time, other than as a result of the failure of the Tata Steel Group to comply with its obligations under this Agreement, NML shall promptly notify the Tata Steel Group in writing of such occurrence; following receipt of such notice, the Tata Steel Group in its sole discretion may, either:

(1) terminate this Agreement by notice to NML, as provided in Section 10.1; or

(2) waive compliance with any such condition without prejudice to its right of termination in the event of non-fulfilment of any other condition.

9.3 NML Closing Conditions. NML shall not be obligated to complete the Transactions unless, at or before the Closing Time, each of the conditions listed below in this Section 9.3 has been satisfied, which conditions are included for the exclusive benefit of NML and may be waived, in whole or in part, by NML. The Tata Steel Group shall take all such actions, steps and proceedings as are reasonably within its control as may be necessary to ensure that the conditions listed below in this Section 9.3 are fulfilled at or before the Closing Time.

(1) Representations and Warranties. The representations and warranties of the Tata Steel Group contained in this Agreement will be accurate in all material respects at and as of the Closing Date (and, for this purpose, any reference to "material" or other concepts of materiality in such representations and warranties shall be ignored) except in each case any representations and warranties made as of a specific date, which representations and warranties will be accurate all material respects as of such specified date; and each of TSGMH, TSMUK and TSMC has delivered a certificate confirming same to NML, signed by each of TSGMH, TSMUK and TSMC (in each case without personal liability) addressed to NML and dated the Closing Date.

(2) Tata Steel Group's Compliance and Deliverables. The Tata Steel Group will have performed and complied in all material respects with all of the terms and conditions in this

• 14 -

Agreement on its part to be performed or complied with at or before the Closing Time and will have signed and delivered or caused to have been signed and delivered to NML at the Closing all the documents contemplated in Section 8.2 and elsewhere in this Agreement; and each of TSGMH, TSMUK and TSMC has delivered a certificate confirming same to NML, signed by each of TSGMH, TSMUK and TSMC (in each case without personal liability) addressed to NML and dated the Closing Date.

(3) Shareholder Approvals. NML will have obtained all shareholder approvals required by Law, including the Special Resolution and the Majority of the Minority Approval, in order to complete the Transactions.

(4) No Litigation. During the Interim Period, no Order (whether temporary, preliminary or permanent) will have been made or no Legal Proceedings will have commenced or be Threatened against either Party or any of their respective directors or officers, for the purpose of enjoining, prohibiting, preventing or restraining, temporarily or permanently, the completion of the Transactions.

(5) No Law. During the Interim Period, no Governmental Authority will have enacted, issued or promulgated any Law that has the effect of (i) making any of the Transactions illegal, or (ii) otherwise prohibiting, preventing or restraining the completion of any of the Transactions.

9.4 Condition not Fulfilled. If any condition set forth in Section 9.3 has not been fulfilled at or before the Closing Time or if any such condition is, or becomes, impossible to satisfy before the Closing Time, other than as a result of the failure of NML to comply with its obligations under this Agreement, the Tata Steel Group shall promptly notify NML in writing of such occurrence; following receipt of such notice, NML in its sole discretion may, either:

(1) terminate this Agreement by notice to the Tata Steel Group, as provided in Section 10.1; or

(2) waive compliance with any such condition without prejudice to its right of termination in the event of non-fulfilment of any other condition.

ARTICLE 10 TERMINATION

10.1 Grounds for Termination.

This Agreement may be terminated on or before the Closing Date:

(1) by the mutual written agreement of the Tata Steel Group and NML;

(2) by either NML or the Tata Steel Group if approval of the Special Resolution and the Majority of the Minority Approval are not obtained when it is duly put to a vote at the Shareholder Meeting with a quorum present;

• (3) by either NML or the Tata Steel Group on or following the Outside Date;
• (4) by written notice from the Tata Steel Group to NML as permitted in Section 9.2(1);

or

10.2 Effect of Termination. If this Agreement is terminated:

(1) by the Tata Steel Group or by NML under Section 10.1, subject to Section 10.2(2), all further obligations of the Parties under this Agreement will terminate, except for the obligations under Section 11.1 (Expenses), which will survive such termination;

(2) by a Party under Section 10.1(4) or 10.1(5) and the right to terminate arose because of a breach of this Agreement by the other Party (including a breach by the other Party resulting in a condition in favour of the terminating Party failing to be satisfied), then, the other Party shall remain fully liable for any and all Damages sustained or incurred by the terminating Party as a result thereof.

10.3 Specific Performance. The Parties acknowledge that irreparable and ongoing damages may occur if any provision of this Agreement is not performed in accordance with its specific terms or is otherwise breached and that monetary damages, even if available, may not be an adequate remedy. Accordingly, in the event of any actual or threatened breach of this Agreement by the other Party, the non-breaching Party may, in addition to all other rights and remedies that it may have, including the right to terminate this Agreement, seek injunctive or other equitable relief (including a temporary restraining order, a preliminary injunction and a final injunction) to prevent any actual or threatened breach of any of such provisions and to enforce such provisions specifically.

ARTICLE 11 GENERAL

11.1 Expenses.

(1) Except as otherwise expressly provided in this Agreement, each Party shall bear all costs and expenses (including any Taxes imposed on such expenses) incurred by it in connection with the negotiation, preparation, signing, delivery and performance of this Agreement and the Transactions (including the fees and disbursements of legal counsel, bankers, investment bankers, accountants, brokers and other advisers).

(2) If this Agreement is terminated by either NML or the Tata Steel Group pursuant to Section 10.1(2) [Failure of Required Shareholder Approvals], NML shall reimburse the Tata Steel Group (or cause to be paid) all reasonable documented expenses (inclusive of applicable sales or value-added taxes thereon), to a maximum amount of \$300,000, incurred by the Tata Steel Group in connection with this Agreement by wire transfer in immediately available funds to an account designated by the Tata Steel Group no later than two (2) Business Days after the date of such termination. For greater certainty, NML will be responsible for, and shall bear, all withholding taxes, if any, that may be applicable in connection with such reimbursement.

11.2 Effect of this Agreement. Effective on Closing, the Tata Steel Group and NML shall enter into the Mutual Release and, subject to the terms and conditions of this Agreement and the Mutual Release, TSGMH and NML shall be deemed to have terminated the 2008 Heads of Agreement and the Taconite Heads of Agreement.

11.3 Notices.

(1) Mode of Giving Notice. Any notice, direction, certificate, consent, determination or other communication required or permitted to be given or made under this Agreement shall be in writing and shall be effectively given and made if (i) delivered personally, (ii) sent by prepaid courier service or mail, or (iii) sent by e-mail or other similar means of electronic communication, in each case to the applicable address set out below:

(a) if to the Tata Steel Group, to:

c/o TS Global Minerals Holdings Pte. Ltd. 22 Tanjong Kling Road Singapore 628048

Attention: Rohini Ghose E-mail address:

with a copy (which does not constitute notice) to:

Stikeman Elliott LLP 5300 Commerce Court West 199 Bay Street Toronto, Ontario M5L 1B9

Attention: Dee Rajpal E-mail address: drajpal@stikeman.com

(b) if to NML, to:

New Millennium Iron Corp. 1000 Sherbrooke Street West, Suite 1120 Montréal, Québec H3A 3G4

Attention: Mario Caron and Talita Franco E-mail address:

with a copy (which does not constitute notice) to:

Blake, Cassels & Graydon LLP 1 Place Ville Marie Suite 3000 Montréal, Québec H3B 4N8

Attention: Pascal de Guise E-mail address: pascal.deguise@blakes.com

(2) Deemed Delivery of Notice. Any such communication so given or made will be deemed to have been given or made and to have been received on the day of delivery if delivered, or on the day of e-mailing or sending by other means of recorded electronic communication, provided that such day is a Business Day and the communication is so delivered e-mailed or sent before 4:30 p.m. on such day. Otherwise, such communication will be deemed to have been given and made and to have been received on the next following Business Day. Any such communication given or made in any other manner will be deemed to have been given or made and to have been received only upon actual receipt.

(3) Change of Address. Any Party may from time to time change its address under this Section 11.2 by notice to the other Party given in the manner provided by this Section 11.2.

11.4 Default. Time is of the essence of this Agreement. A Party will be in default of performing an obligation under this Agreement by the mere lapse of time for performing it.

11.5 Further Assurances. Each Party shall from time to time promptly sign and deliver or cause to be signed and delivered all such further documents and instruments and shall do or cause to be done all such further acts and things in connection with this Agreement that the other Party may reasonably require as being necessary or desirable in order to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

11.6 Entire Agreement. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written. There are no conditions, representations, warranties, obligations or other agreements between the Parties in connection with the subject matter of this Agreement (whether oral or written, express or implied, statutory or otherwise) except as explicitly set out in this Agreement.

11.7 Amendment. No amendment of this Agreement will be effective unless made in writing and signed by the Parties.

11.8 Waiver. A waiver of any default, breach or non-compliance under this Agreement will not be effective unless in writing and signed by the Party to be bound by the waiver, and then only in the specific instance and for the specific purpose for which it has been given. No waiver will be inferred from or implied by any failure to act or delay in acting by a Party in respect of any default, breach or non-observance or by anything done or omitted to be done by the other Party. The waiver by a Party of any default, breach or non-compliance under this Agreement will not operate as a waiver of that Party's rights under this Agreement in respect of any continuing or subsequent default, breach or non-observance (whether of the same or any other nature).

11.9 Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability and will be severed from the balance of this Agreement, all without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

11.10 Remedies Cumulative. The rights, remedies, powers and privileges provided to a Party under this Agreement are cumulative and in addition to and not exclusive of or in substitution for any rights, remedies, powers and privileges otherwise available to that Party.

11.11 Governing Law; Judicial District. This Agreement will be governed by the laws of the Province of Québec and the laws of Canada applicable therein and this Agreement. Any litigation regarding the application or the interpretation of this Agreement shall exclusively be brought before the courts of the judicial district of Montréal.

11.12 Successors and Assigns; Assignment. This Agreement will enure to the benefit of, and be binding on, the Parties and their respective successors and permitted assigns. No Party may assign or transfer, whether absolutely, by way of security or otherwise, all or any part of its respective rights or obligations under this Agreement without the prior written consent of the other Party.

11.13 Third Party Beneficiaries. This Agreement is for the sole benefit of the Parties, and nothing in this Agreement, express or implied, is intended to or will confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

11.14 Counterparts. This Agreement may be signed in counterparts, each of which will be deemed to be an original and both of which taken together will be deemed to constitute one and the same instrument. To evidence its signing of an original counterpart of this Agreement, a Party may send a copy of its original signature on the signature page to the other Party by facsimile, email in PDF format or by other electronic transmission and such transmission will constitute delivery of a signed copy of this Agreement to the receiving Party.

[Signature page follows]

The Parties have signed this Agreement on the date first above written.

TS GLOBAL MINERALS HOLDINGS PTE. LTD.

By: (s) Parvatheesam Kanchinadham Name: Parvatheesam Kanchinadham Title: Authorised Signatory

TATA STEEL MINERALS CANADA LTD.

By: (s) P K Ghose Name: P K Ghose Title: CEO & Managing Director

TSMUK LTD

By: (s) Parvatheesam Kanchinadham Name: Parvatheesam Kanchinadham Title: Authorised Signatory

NEW MILLENNIUM IRON CORP.

By: (s) Mario Caron Name: Mario Caron Title: Acting Chief Executive Officer

SCHEDULE 1 FORM OF TACONITE ROYALTY AGREEMENT

See attached.

GROSS REVENUE ROYALTY AGREEMENT

THIS ROYALTY AGREEMENT (this "Agreement") dated as of [], 2020.

AMONG:

TS GLOBAL MINERALS HOLDINGS PTE. LTD., a company existing under the laws of Singapore (the "Holder") or any successors and permitted assigns thereto;

AND:

NEW MILLENNIUM IRON CORP., a corporation existing under the laws of the Province of Alberta, Canada ("NML") or any successors and permitted assigns thereto;

AND:

LABMAG LIMITED PARTNERSHIP, limited partnership existing under the laws of the Province of Alberta, Canada, by its general partner, LABMAG GP INC or any successors and permitted assigns thereto ("LabMag LP" and together with NML, the "Owner");

(together, the Holder and the Owner are referred to as the "Parties" and each of them, a "Party")

RECITALS:

WHEREAS pursuant to the Reorganization Agreement (as defined herein), the Owner has agreed to grant to the Holder a 1.0% gross revenue royalty on all minerals mined, provided or otherwise recovered from the Property (as defined below), which may be further reduced to a 0.5% gross revenue royalty in exchange for payment of CAD\$5,000,000, all on the terms and conditions set forth herein;

AND WHEREAS the Parties have entered into this Agreement for purposes of defining the nature, term and payment obligations relating to the Royalty (as defined below).

THE PARTIES AGREE AS FOLLOWS:

1 DEFINITIONS

1.1 Definitions. For the purposes of this Agreement (including the schedules hereto), the following capitalized words and phrases shall have the following meanings, and grammatical variations of such terms shall have corresponding meanings:

"Affiliate": a person is considered to be an affiliate of another Person if one is the subsidiary of the other or if both are subsidiaries of the same Person. For the purposes of this definition, "subsidiary" means a Person that is controlled directly or indirectly by another Person and includes a subsidiary of that subsidiary. A Person controls a second Person (a) if the Person, directly or indirectly, beneficially owns or exercises control or

direction over securities of the second Person carrying votes which, if exercised, would entitle the Person to elect a majority of the directors of the second Person; (b) if the second Person is a partnership, the Person beneficially owns or exercises control or direction over more than 50% of the interests in the partnership; or (c) if the second Person is a limited partnership, the Person is the general partner of the limited partnership or the control person of the general partner.

"Agreement" means this gross revenue royalty agreement (including the schedules hereto) and all instruments supplementing, amending, restating or confirming this Agreement.

"Applicable Law" means all applicable past, present and future federal, provincial and local laws, rules, ordinances, treaties, regulations, judgments, decrees, or other valid governmental restrictions. Applicable Laws shall also include the decisions and authority of any Governmental Authority having jurisdiction and all applicable judicial and administrative and regulatory decrees pertaining thereto including licences and permits and other similar requirements, whether legislative, municipal, administrative or judicial in nature.

"Business Day" means any day of the year, other than a Saturday, Sunday or a day on which banks are closed for the transaction of regular business in the City of Montréal, Québec, Canada and Singapore.

"Data" has the meaning ascribed to such term in Section 8.2.

"Encumbrance" means, whether or not registered or registrable or recorded or recordable, and regardless of how created or arising:

• (a) any royalty, stream, offtake or similar right, mortgage, assignment of receivable, lien, encumbrance, adverse claim, charge, execution, title defect, exception, reservation, encroachment, servitude, restriction on use, right of pre-emption, right of first refusal, privilege, security interest, hypothec or pledge, whether fixed or floating, against assets or property (whether real, personal, mixed, tangible or intangible), conditional sales contract, title retention agreement, and a subordination to any right or claim of ethers in respect thereof;
• (b) a claim, interest or estate against or in assets or property (whether real, personal, mixed, tangible or intangible), granted to or reserved or taken by any Person;
• (c) an option or other right to acquire, or to acquire any interest in, any assets or property (whether real, personal, mixed, tangible or intangible);
• (d) any other encumbrance of whatsoever nature and kind against assets or property (whether real, personal, mixed, tangible or intangible); and
• (e) any contract to create, or right capable of becoming, any of the foregoing.

"Governmental Authority" means any federal, provincial or local governmental entity, quasi-governmental authority, court, commission, board, bureau, agency or instrumentality, or any regulatory, administrative or other department or agency, or any political or other subdivision, department or branch of any of the foregoing.

"Gross Revenue" means, the actual gross proceeds received by the Owner for the Sale of Products from the Property, without deduction, whether processed on or off the Property, determined as follows:

• (a) if Iron Ore Product is Sold by the Owner F.O.B. vessel at the closest deep water shipping port and available berth accessible from the plant that produces the Product, then the Gross Revenue in respect of such Product will be equal to the amount of gross proceeds received by the Owner from the sale of such Products;
• (b) if Iron Ore Product is Sold at a point other than F.O.B. vessel at the closest deep water shipping port and available berth accessible from the plant that produces the Product, then the Gross Revenue in respect of such Product shall be the actual amount received from the sale of such Product (and in the case of sales ex-mine gate or ex-rail, calculated at the point of actual sale);
• (c) if Iron Ore Product is Sold that is processed beyond the Iron Ore Concentrate stage, then the Gross Proceeds shall be the world price (as specified in S&P Global Platts or such other publication as the Parties may agree) for Iron Ore Concentrate of comparable quality used for the Product F.O.B./C.I.F. vessel at the closest deep water shipping port and available berth accessible from the pelletizing plant used by the Owner to product the pellets, less any reasonable out-of-pocket material handling costs saved by the Owner if the pellets used for the Product are not delivered to vessel;
• (d) if the Product Sold is not Iron Ore Product, then the Gross Revenue in respect of such Products will be equal to the amount of gross proceeds received by the Payor from the physical sale of such Products; and
• (e) if there is a Loss of Products, then the Gross Revenue will be equal to the sum of the insurance proceeds in respect of such Loss and any Gross Revenue from the Sale of such Products, determined in accordance with Section 2.6.

"Holder" means TS Global Minerals Holdings Pte. Ltd., any successor or assignee thereto bound by this Agreement and any such other Persons who may be entitled to receive the Royalty, from time to time.

"IFRS" means the International Financial Reporting Standards as issued by the International Accounting Standards Board, at the relevant time, applied on a consistent basis.

"Insolvency Law" means any of the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) and the Winding-Up and Restructuring Act (Canada), each as now and hereafter in effect, and any proceeding under applicable corporate law seeking a compromise or arrangement of any debts of the corporation, or a stay of proceedings to enforce any of the claims of the corporation's creditors, and all other liquidation, administration, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief laws of Canada or of other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

"Iron Ore Concentrate" shall mean an iron bearing material produced by the beneficiation of crude iron-bearing material so as to increase the concentration with respect to the element iron.

"Iron Ore Products" shall mean and include (a) iron ore, crude iron bearing material including Iron Ore Concentrate and any further refined or processed products, and (b) any other metal, material or composition produced from iron ore or crude iron bearing material or otherwise.

"Loss" means an insurable loss of or damage to Products, whether or not occurring on or off the Property and whether the Products are in the possession of the Owner or otherwise.

"Materials" has the meaning ascribed to such term in Section 4.3.

"Minerals" means any and all metals, minerals or products of whatever kind and nature in, under or upon the surface or subsurface of the Property (including, without limitation, ore, metals, precious metals, base metals, graphite, uranium, industrial minerals, concentrates, gems, diamonds, commercially valuable rock, aggregate, clays and other minerals which are mined, excavated or extracted solely from the Property).

"Mining Acts" means, collectively, the Mining Act (Québec), the Mineral Act (Newfoundland and Labrador) and the Mining Act (Newfoundland and Labrador).

"Mining Rights" means exploration licences, mineral claims, mining leases, mining licences, mineral concessions, crown grants and other rights that may be granted pursuant to the Mining Acts, as well as other tenure or other rights to Minerals or to access and work upon lands, such as ownership rights, leasing agreements, lands temporal occupation agreements, surface rights or otherwise, for the purpose of exploring or exploiting Minerals, under the terms of the laws applicable in the provinces of Québec and Newfoundland and Labrador, as applicable, whether contractual, statutory or otherwise, or any interest therein. Mining Rights includes any amendments, relocations, adjustments, resurvey, additional locations, derived rights or conversions of, or any renewal, amendment or other modification or extensions of any of the foregoing.

"National Instrument 43-101" means National Instrument 43-101 - Standards of Disclosure for Mineral Projects, as implemented and in effect in any Canadian jurisdiction at the applicable time.

"Notice" has the meaning ascribed to such term in Section 11.2.

"Obligations" means (i) all debts, liabilities and obligations, present or future, direct or indirect, absolute or contingent, at any time or from time to time due or accruing due and owing by or otherwise payable by the Owner to the Holder in any currency, under or in connection with or pursuant to this Agreement (including, without limitation, the payment obligations, the obligation of the Owner to ensure that any transferee of the Property remains bound by the Royalty) and the Security, without duplication, and (ii) the due performance and compliance by the Owner with all of the terms and conditions of this Agreement and the Security.

"Order" means any order, directive, decree, judgment, ruling, award, injunction, direction or request of any Governmental Authority or other decision-making authority of competent jurisdiction.

"Owner means, collectively, NML and LabMag LP (to the extent of NML's interest in LabMag LP), and any such other Persons who may be required to pay the Royalty, from time to time.

"Permitted Disclosure" has the meaning ascribed to such term in Section 9.1.

"Permitted Encumbrances" means:

• (a) easements, rights of way, servitudes and similar rights in land including, but not limited to, rights of way and servitudes for highways and other roads, railways, sewers, drains, gas and oil pipelines, gas and water mains, electric power, telephone, telegraph or cable television conduits, poles, wires and cables which are not material;
• (b) the right reserved to or vested in any Governmental Authority by the terms of any lease, licence, grant or permit acquired by the Owner or by any statutory provision, to terminate any such lease, licence, grant or permit, or to require annual or other payments as a condition to the continuance thereof, provided such Encumbrances do not result in an Event of Default or materially impair the operation of the business of the Owner;
• (c) the right of any Governmental Authority to levy taxes on minerals or the revenue therefrom and governmental restrictions on production rates on the operation of a mine on the Property, as well as all other rights vested in any Governmental Authority to control or regulate the Property pursuant to Applicable Laws;
• (d) any liens, charges or other encumbrances for taxes, assessments or governmental charges;
• (e) any liens, charges or other encumbrances incurred, created and granted in the ordinary course of business to a public utility or Governmental Authority in connection with operations conducted with respect to the Property, but only to the extent those liens relate to costs for which payment is not due;
• (f) Encumbrances in favour of the Holder;
• (g) Encumbrances listed in Schedule C;
• (h) any commercially reasonable Encumbrances necessary or useful to finance the exploration and exploitation of the Property; and
• (i) any other Encumbrances expressly permitted in writing by the Holder.

"Person" means and includes any individual, corporation, partnership, firm, joint venture, syndicate, association, trust governmental agency or board or commission or authority and any other form of entity or organization.

"Processor" means any third party smelter, refiner or processor other than the Owner or any of its Affiliates.

"Products" means any and all metals, minerals and products or by-products thereof, including the Minerals, of whatever kind and nature in, under or upon the surface or subsurface of the Property (including, without limitation, Iron Ore Products, ore, metals, precious metals, base metals, graphite, uranium, industrial minerals, concentrates, gems, diamonds, commercially valuable rock, aggregate, clays and other minerals which are mined, excavated or extracted solely from the Property) and that may lawfully be explored for, mined and Sold pursuant to the rights granted by the Mining Rights and other instruments of title under which the Property is held.

"Property" means the Owner's interest in the Taconite project property (comprised of the LabMag and KéMag project properties), including its interest in the mining claims described in Schedule "A" together with any other Mining Rights or any other rights that currently or in the future form part of the project known as the "Property" located in the provinces of Québec and Newfoundland and Labrador (or any rights renewing, extending, renaming, deriving, replacing or complementing such Mining Rights or other rights at any time).

"RDPRM" means the Register of Personal and Movable Real Rights.

"Relevant Percentage" means the royalty rate (expressed as a percentage) in effect pursuant to Section 2.2 of this Agreement at the applicable time.

"Regulatory News Release" has the meaning ascribed to such term in Section 9.3.

"Reorganization Agreement" means the reorganization agreement dated effective as of August 5, 2020, entered into among Tata Steel Minerals Canada Ltd., TSMUK LTD, the Holder and the Owner.

"Royalty" means the royalty in respect of Gross Revenue granted to the Holder by the Owner pursuant to this Agreement.

"Royalty Reduction Payment" means an amount of CAD\$5,000,000 to be paid to the Holder.

"Sale" or "Sold" means the earlier of: (a) transfer of title to Products from the Owner to a buyer (and includes a transfer of title to Products transported off the Property that Owner elects to have credited to or held for its account by a smelter, refiner or broker); or (b) any Loss prior to any transfer or deemed transfer of title to Products.

"Security" has the meaning ascribed to such term in Section 7.1.

"Taxes" means, with respect to any Person, all foreign and domestic federal, provincial, state, municipal and other taxes, including any taxes and withholdings arising from the application of the Income Tax Act (Canada), income taxes, profits taxes, capital gains taxes, gross receipts taxes, value added taxes, added value taxes, property taxes, capital taxes, production taxes, sales taxes, use taxes, licence taxes, excise taxes, franchise taxes, environmental taxes, transfer taxes, withholding or similar taxes, levies, imposts, deductions, charges, claims, and assessments, or other taxes of any kind whatsoever imposed or charged by any Governmental Authority and any instalments in respect thereof, together with all liabilities and tax indemnity obligations with respect thereto (including, without limitation, interest and penalties) and any interest in respect of such liabilities.

"Trading Activities" has the meaning provided in Section 4.2.

1.2 Schedules

The following schedules are attached to and incorporated in this Agreement by reference:

Schedule A – Description of Mining Rights forming part of the Property Schedule B – Hypothec

2 ROYALTY

• 2.1 Grant of Royalty. The Owner hereby grants, assigns, transfers and conveys to the Holder and covenants to pay to the Holder, in perpetuity, the Royalty on all Products that are Sold on and subject to the terms of this Agreement, and the Owner hereby acknowledges and agrees that the Holder retains a real right to the Property and the Products (while contained in the Property) as more particularly detailed in Section 2.4.
• 2.2 Royalty Rate. Subject to Section 2.3, the amount of the Royalty payable by the Owner to the Holder pursuant to this Agreement will equal 1.0% of Gross Revenue. In no event may the Owner, in determining Gross Revenue, deduct the cost of mining, milling, leaching, smelting, refining or any other processing costs, or costs associated with transportation, insurance, storage selling, marketing, brokerage, or royalties, incurred or paid by the Owner.

2.3 Royalty Rate Reduction.

• (a) The Owner may, at any time following execution of this Agreement, on no less than thirty (30) calendar days' prior written Notice to the Holder, elect to exercise a onetime option to reduce the Royalty rate to 0.5% of Gross Revenue upon delivery of such Notice to the Holder and payment of the Royalty Reduction Payment to the Holder. Effective on the date specified in such Notice, Royalty rate set forth in Section 2.2 will no longer be applicable, and instead the Royalty hereunder will be assessed at a rate of 0.5% of Gross Revenue.
• (b) The Royalty Reduction Payment is in addition to any other amounts due from the Owner to the Holder under this Agreement. For greater certainty, any Royalty payments paid at the rate of 1.0% shall not be deductible from the Royalty Reduction Payment in Section 2.3(a) above. All other remaining provisions of this Agreement shall remain unamended.
• 2.4 Real Property Interest in the Property. The Owner hereby acknowledges and agrees that the Royalty is a direct real property interest in the Property and the Products (while contained in the Property), and in the Owner's estate, right, title and interest therein granted by the Owner, in favour of the Holder, provided that such interest shall be satisfied in respect of any particular Product by the payment to the Holder of the Royalty in respect thereof. The Royalty shall continue in perpetuity, it being the intent of the Parties that the Royalty will constitute a covenant running with the Property and the Products (while contained in the Property) and all successions thereof (whether created privately or through governmental action), and will be binding upon and enure to the benefit of the Parties and their respective successors and assigns.
• 2.5 Royalty Application. The Royalty shall apply to 100% of the interests of NML in the Property, underlying agreements pertaining thereto and production derived solely therefrom.
• 2.6 Insurance Proceeds for Loss. In the event the Owner or any of its Affiliates are entitled to receive insurance proceeds for Loss or in connection with business interruption relating to operations pertaining to the Property, the Owner shall pay to the Holder the Relevant Percentage of any such insurance proceeds, which are or will be received by the Owner

or any of its Affiliates for such loss of production. The Owner shall pay such amount in cash by wire transfer to an account to be designated by the Holder and notified to the Owner in writing at least three (3) Business Days prior to the payment date: (a) where there is no dispute between the Parties as to the amount of the payment to be made to the Holder, as soon as reasonably practicable following the event that caused the entitlement to such insurance proceeds; and (b) where there is a dispute between the Parties as to the amount of payment to be made to the Holder, within ten (10) days of the Owner receiving such insurance proceeds from the insurer (and for purposes of this subsection (b) the gross insurance proceeds received by the Owner on account of: (i) the lost or damaged Products; or (ii) loss relating to business interruption, shall be conclusively determined by the final, uncontested insurance settlement documents).

2.7 Royalty Payments. The Royalty shall be paid in cash. Unless mutually agreed, payments shall be paid on or before the thirtieth (30th) day following the fiscal quarter in which Products subject to the Royalty were Sold by the Owner. The price used for calculating the cash amount due for Royalty payments shall be determined in accordance with Section 2.2, or if applicable, Section 2.3.

2.8 Detailed Statements.

• (a) All Royalty payments shall be accompanied by detailed statements explaining the calculation thereof with any available settlement sheets from the Processor, and shall also include the following information: (a) settlement quantities; (b) the prices used for the calculation of Gross Revenue and the Royalty; (c) any other pertinent information in sufficient detail to explain the calculation of the payment; and (d) such other information as the Holder may reasonably request from time to time.
• (b) Within sixty (60) days of completion of each fiscal year during which the Royalty is paid, the Owner shall deliver to the Holder a detailed statement certified by an officer of the Owner setting out the calculation of the Royalty for all periods during the preceding fiscal year, which statement shall be accompanied by all of the information specified in Section 2.8(a).

2.9 Withholding.

• (a) Notwithstanding anything else contained in this Agreement, the Owner may deduct and withhold from the consideration otherwise payable by the Owner under this Agreement, such amounts as the Owner determines, acting reasonably (including in the determination of a potential reduced rate of withholding under a tax treaty or convention) are required or permitted to be deducted or withheld with respect to any provision of Applicable Law (as reduced pursuant to any applicable tax treaty or convention), including with respect to Taxes that the Owner is required to deduct or withhold in connection with any payments of the Royalty. The Owner shall remit such amounts deducted or withheld directly to the applicable Governmental Authority on or before the applicable due date for remittance. To the extent that amounts are so withheld or deducted and remitted to the applicable Governmental Authority, such amounts shall be treated for all purposes of this Agreement as having been paid to the Holder. Under no circumstances shall any Party be liable for Taxes imposed on the other Party's income.
• (b) Following the execution and delivery of this Agreement, each of the Parties hereto will co-operate reasonably with the other Party hereto in implementing any proposed adjustments to the structure or terms of this Agreement to facilitate tax planning,

provided that such adjustments have no material adverse impact on the non-proposing Party and that the costs of such adjustments shall be paid for by the proposing Party.

• 2.10 Payment Currency. All Royalty payments to be paid in cash shall be paid in United States dollars.
• 2.11 Default and Interest. In the event that any payment required to be made to the Holder hereunder is not made when due, then all unpaid amounts shall bear interest at the rate equal to 6.0%, compounded quarterly on the last day of each quarter until such credit/payment and accrued interest is paid in full.
• 2.12 Quarterly Production and Sales Reports. On or before the fifteenth (15th) day following the end of each fiscal quarter, the Owner shall send to the Holder a production report for the prior fiscal quarter.

2.13 Objections and Audits.

• (a) Subject to Section Error! Reference source not found., all Royalty payments shall be considered final and in full satisfaction of all Obligations of the Owner with respect thereto, unless the Holder gives the Owner written notice describing and setting forth a specific objection to the calculation thereof within sixty (60) days of receipt of the certified statement provided to the Holder pursuant to Section 2.8(b) for the fiscal year in which such Royalty payments were calculated.
• (b) If the Holder objects to a particular Royalty payment as provided herein, the Holder shall, for a period of ninety (90) days after the Owner's receipt of notice of such objection (or such longer period as is reasonably required), have the right, upon reasonable notice and at reasonable times, to have the Owner's accounts and records relating to the calculation of the Royalty in question audited by a chartered accountant acceptable to the Holder, acting reasonably. If such audit determines that there has been a deficiency or an excess in the payment made to the Holder, such deficiency or excess, shall be paid or deducted with the Royalty payment due in the next fiscal quarter and if no Royalty payment is owing in respect of such fiscal quarter, then payment of any deficiency or excess shall be paid on the date on which any Royalty payment in respect of such fiscal quarter would have been due, with interest accruing as provided in Section 2.11 hereof for any deficiency, as applicable.
• (c) The Holder shall pay all costs of any audit pursuant to this Section 2.13, unless it is determined that there is a deficiency owing to the Holder by more than one percent (1%), in which event all costs of such audit shall be paid by the Owner.
• (d) All books and records used by the Holder, including the quarterly production and sales reports, to calculate the Royalty shall be kept at all times in accordance with IFRS or Applicable Law and for not less than three (3) calendar years after the applicable calendar month.
• (e) Failure on the part of the Holder to object to any Royalty calculation or Royalty payment prior to the expiry of the Holder's right to object to such calculation shall establish the correctness and preclude the filing of exceptions thereto or making of claims for adjustment thereon, except in the event that any subsequent adjustment is made to any financial statements of the Owner or to any statement delivered by the Owner pursuant to Section 2.8, in which event the Holder shall be entitled to deliver a notice of objection in respect of such adjusted information and any related calculations

of the Royalty for a period of six (6) months after all information pertaining to such adjustment has been delivered to the Holder in accordance with this Section 2.13.

3 ACCOUNTING MATTERS

3.1 Accounting Principles. All calculations of Gross Revenue shall be determined in accordance with IFRS and/or Applicable Law, as applicable.

4 OPERATIONS

• 4.1 Sales to or Processing by Affiliates. The Owner will be permitted to sell Products to an Affiliate of the Owner, provided that such Sales will be deemed, for the purposes of this Agreement, to have been Sold at prices and on terms no less favourable to the Owner than those that would be extended by an unaffiliated third Person in an arm's length transaction under similar circumstances. The Owner will be permitted to contract with an Affiliate of the Owner or an unaffiliated third Person for the processing of Products, provided that such contract is on an arm's length basis at market terms.
• 4.2 Trading Activities of the Owner. The Owner will have the right to market and sell Products in any manner it may elect, and will have the right to engage in forward sales, futures trading or commodity options trading and other price hedging, price protection, and speculative arrangements (collectively, "Trading Activities") which may involve the possible physical delivery of Products. The Royalty will not apply to, and the Holder will not be entitled or required to participate in, any gain or loss of the Owner or its Affiliates in Trading Activities or in the actual marketing or Sales of Products delivered pursuant to Trading Activities. In determining the Royalty payable on any Products delivered pursuant to Trading Activities, the Owner will not be entitled to deduct from Gross Revenue any losses suffered by the Owner or its Affiliates in Trading Activities. In the event that the Owner engages in Trading Activities, the Royalty will be determined on the basis of the value of Products produced and without regard to the price or proceeds actually received by the Owner, for or in connection with the Sale, or the manner in which a Sale to a third Person is made by the Owner. The Parties agree that the Holder is not a participant in the Trading Activities of the Owner, and therefore the Royalty will not be diminished or improved by losses or gains of the Owner in any such Trading Activities.
• 4.3 Tailings. All tailings, residues, waste rock, spoiled leach materials, bulk samples, and other materials (collectively, "Materials") resulting from the Owner's operations and activities on the Property shall be the sole property of the Owner, but shall remain subject to the Royalty should the Materials be processed or reprocessed, as the case may be, in the future and result in the production and sale or other disposition of Products. In the event Materials from the Property are processed or reprocessed, as the case may be, and regardless of where such processing or reprocessing occurs, the Royalty payable thereon shall be determined on a pro rata basis as determined by using customary engineering and technical practices then available.
• 4.4 Commingling. The commingling of Products from the Property with mineral products produced elsewhere is permitted; provided, however, that reasonable and customary procedures are established for the weighing, sampling, assaying and other measuring or testing necessary to fairly allocate valuable metals contained in such Products and in the other mineral products. The Holder will have the right, during reasonable business hours and upon prior notice to the Owner, to enter upon the Property and to inspect the plant

and procedures followed by the Owner with respect to allocations made under this Section 4.4, provided that such entry will be at the sole risk and cost of the Holder, and in compliance with applicable safety rules and regulations.

• 4.5 Sampling, Assaying, Evaluating and Testing. The Owner shall have the right to mine and remove small amounts of ores, Minerals and mineral resources constituting Products as is reasonably necessary for sampling, assaying, metallurgical testing and evaluation of the Minerals' potential of the Property and the Holder shall not be entitled to a Royalty payment in respect of such Minerals.
• 4.6 Bulk Sample. For certainty, the Royalty shall be payable on all bulk samples and production where the Owner receives any proceeds from any Processor or other purchaser.
• 4.7 Governmental Taxes. The Owner shall pay all governmental taxes, duties or other payments, make any minimum investments required by Applicable Law, perform all acts and comply with all obligations under Applicable Law required to maintain the Property in good standing, and the Owner acknowledges and agrees that the Holder shall have no obligations (to the Owner or otherwise) in respect of any of the foregoing matters.
• 4.8 Expropriation. In the event that the Property, or any part thereof, is affected by an expropriation or notice or advice from any Governmental Authority of an intention to expropriate or a sale in lieu of expropriation, or any intention from any Governmental Authority to revoke, limit, suspend or refuse to renew any Mining Right, the Owner undertakes to notify the Holder in writing within three (3) Business Days of such receipt. Unless the Owner, after having informed the Holder of its intention to do so, contests forthwith upon receipt of such notice and in order to protect its own and Holder's interests in the Property, the Owner further authorizes the Holder to make representations before any Governmental Authority in order to protect the Holder's interest in the Property.
• 4.9 Abandonment. At any time, and from time to time, the Owner may elect to abandon all or any part or parts of the Property by giving notice to the Holder of such election not less than thirty (30) days prior to the proposed date of abandonment. The notice shall identify the portion of the Property which is proposed to be abandoned. Upon expiry of such thirty (30) day period, the Owner's obligations hereunder in respect of such abandoned interest shall terminate and thereafter the term "Property" will apply to those interests comprising the Property which have not been abandoned by the Owner.
• 4.10 Reacquired Interest. In the event the Owner or any of its Affiliates or any successor or assignee of it surrenders, allows to lapse or otherwise terminates its interest in any portion or all of the Property, and at any time from and after the date of such surrender, lapse or other termination, reacquires a direct or indirect interest in respect of the Mining Rights covered by the former property, then the Royalty shall apply to such interest so reacquired. The Owner shall give written notice to the Holder within ten (10) days of any acquisition or reacquisition thereof.
• 4.11 Mineral Resource or Mineral Reserve Estimates. Each time the Owner establishes a mineral resource or a mineral reserve estimate on the Property or establishes a new mineral resource or a new mineral reserve estimate which is a material change to the prior mineral resource or mineral reserve estimate, the Owner shall provide the Holder with such estimate as soon as practicable.
• 4.12 Technical Reports. If the Owner or any of its Affiliates prepares a technical report under National Instrument 43-101 (or similar report) in respect of the Property, upon the request

of the Holder, the Owner shall cause the author(s) of such report to provide, at the sole cost and expense of the Holder: (a) a copy of such report to be addressed to the Holder or any of its Affiliates; (b) the relevant certificates and consents of the author(s) required in connection with the filing of and reference to such report to be provided to the Holder or any of its Affiliates; and (c) such other consents in connection with the use of or reliance upon such report by the Holder or any of its Affiliates from time to time in its public disclosure as may be reasonably required by the Holder.

Notwithstanding the foregoing, if the Holder or any of its Affiliates is required by Applicable Laws to prepare a technical report under National Instrument 43-101 (or similar report) in respect of the Property and chooses to prepare its own technical report (or similar report), the Owner shall cooperate with and allow the Holder and its authorized representatives to access technical information pertaining to the Property and complete site visits at the Property so as to enable the Holder or its Affiliates, as the case may be, to prepare the technical report (or similar report) in accordance with National Instrument 43-101 (or any other applicable Canadian and/or United States securities laws and/or stock exchange rules and policies governing the disclosure obligations of the Holder or any of its Affiliates) at the sole cost and expense of the Holder.

4.13 Insurance. At all times when the Owner is conducting mining operations on the Property, the Owner will obtain and maintain insurance against: (a) Loss of Products prior to their sale; and (b) business interruption, in such amounts and with such coverage as is customary in the industry (including, without limitation, public liability insurance, fidelity insurance to protect against theft and business interruption coverage).

5 INDEMNIFICATION

5.1 Indemnification by Owner. The Owner shall be solely responsible for all costs, fines, damages, judgments, penalties or responsibilities (environmental and otherwise) in connection with the Property, its ownership and use of the Property and for any and all work performed in and on the Property, and the Owner acknowledges and agrees that the Holder and its Affiliates do not and shall not have any obligations or liabilities in respect of the Property and all of the foregoing matters.

The Owner will indemnify and save harmless the Holder in respect of claims from activities following the execution of this Agreement from any loss (excluding loss of profits), cost or liability (including any reasonable legal fees) arising from a claim against the Holder in respect of all third party claims including arising as a result of: (a) any failure by the Owner to timely and fully perform all reclamation, restoration, waste disposal or other closure obligations required by law or regulation, the terms and conditions of applicable licences or by Governmental Authorities or otherwise to prevent liability in respect of all activities on the Property; (b) any failure or omission by the Owner which results in a violation of or liability under any present or future applicable federal, provincial, territorial or local environmental laws, statutes, rules, regulations, permits, ordinances, certificates, licences and other regulatory requirements, in respect of all activities on the Property; and (c) any claims by third parties against the Holder in respect of the Property damage or injury or death to persons arising out of the activities on or with respect to the Property, provided that the foregoing shall not apply to any

loss, costs or liabilities to the extent they arise primarily from the gross negligence or wilful misconduct of the Holder.

6 DEFAULT

• 6.1 The occurrence of any one or more of the following events or circumstances shall constitute an event of default hereunder (an "Event of Default"):
• (a) Payment. Should the Owner fail to make to the Holder any Royalty payment hereunder when due, or fail to make payment when due to the Holder of any other amount that may become due by the Owner hereunder, within thirty (30) Business Days of a letter from the Holder demanding same.
• (b) Covenants. Should the Owner fail to observe or perform any covenant, condition or agreement contained herein and not have remedied such failure within sixty (60) Business Days of a letter from the Holder demanding same.
• (c) Insolvency. The Owner becomes insolvent, commits an act of bankruptcy under any Insolvency Law, makes an assignment of its property for the general benefit of its creditors under any Insolvency Law, or makes a proposal (or files a notice of its intention to do so) under any Insolvency Law.
• (d) Proceedings Under Insolvency Law. Any petition is filed, application made or other proceeding instituted against or in respect of the Owner under any Insolvency Law or otherwise.
• (e) Seizure of Assets. The Property is seized (including by way of execution, attachment, garnishment, levy or distrain), or any one or more encumbrances thereon securing indebtedness is enforced, or such property has become subject to any charging order or equitable execution of a Governmental Authority, or any one or more writs of execution or distress warrants exists in respect of the Owner or the Property, or any sheriff or other person becomes lawfully entitled by operation of law or otherwise to seize or distrain upon such property and in any case such seizure, enforcement, execution, attachment, garnishment, distrain, charging order or equitable execution, or other seizure or right, continues in effect and is not released or discharged within thirty (30) days or such longer period during which entitlement to the use of such Property continues with the Owner, and the Owner is contesting the same in good faith and by appropriate proceedings, provided that if the Property is removed from the use of the Owner, or is in danger of being sold, in the interim, such grace period shall cease to apply.
• (f) Sale of Property. The Property is sold, transferred or otherwise disposed of by the Owner without complying with the provisions of Section 10 hereto.
• (g) Indebtedness. The Owner fails to pay when due any amounts owing under any one or more agreements or documents relating to indebtedness towards creditor(s) having from time to time security or is otherwise in default under or pursuant to the terms of agreements or documents concerning such indebtedness, and, if there is any cure period applicable to such default, such cure period lapses without the default being cured and such creditor(s) have taken action or commenced proceedings to enforce its rights and remedies.

6.2 Remedies Upon Event of Default. Upon the occurrence and continuance of any Event of Default, the Holder may exercise at its sole option all recourses available under this Agreement, the Security and the Applicable Laws.

7 SECURITY; INTERCREDITOR ARRANGEMENTS; FURTHER ASSURANCES

• 7.1 Security. The payment of the Royalty and the payment and performance of all of the Owner's present and future Obligations to the Holder under this Agreement will be secured by an hypothec in the form attached hereto as Schedule B (the "Security") on the Property registered against the Property and Mining Rights relating thereto, as applicable, in an amount of not less than \$10 million.
• 7.2 Registration of Agreement and Security. It is the express intention of the Parties that, to the fullest extent permissible under Applicable Law, the Royalty on the Project shall be registerable or otherwise recordable in all public places where interests in a royalty are recordable, and accordingly, the Owner agrees that the Holder may register or record this Agreement and the Security in all relevant registries in the provinces of Québec and Newfoundland and Labrador and elsewhere, as applicable, including (without limitation) at: (a) the Public Register of Real and Immovable Mining Rights (Québec); (b) the RDPRM with respect to mining claims included in the Property which have not been converted to a mining lease; (c) the Register of Real Rights of State Resource Development (Québec) which forms part of the land register; and (d) the confidential registry of the Mineral Claims Recorder's Office (Government of Newfoundland and Labrador Department of Natural Resources, Mineral Lands Division). The Owner covenants and agrees that it shall co-operate with such registration and provide its written consent or signature to any documents or things reasonably necessary to accomplish such registration in order to ensure that any successor or assignee or other acquirer of the Property, or any interest therein, shall have public notice of the terms of this Agreement and in order that the Holder may cause to be registered a restriction on title to the Property restricting the sale transfer, assignment, conveyance, lease, license, charge, pledge, hypothecation or other disposition of the Property, in whole or in part, without compliance with the terms of Article 10, and protecting the Holder's security interest in amounts owing in respect of the Royalty.
• 7.3 Ranking. The Security shall be first priority ranking, subject only to Permitted Encumbrances. The Security shall rank, in priority to any security interest, hypothec, mortgage, security agreement or charge in favour of the holder(s) of any other royalties, streams of any nature or kind or similar interests in respect of the Property, which security interest, hypothec, mortgage, security agreement or charge shall be subordinate to the Security.
• 7.4 Further Assurances. The Owner covenants and agrees that it shall co-operate with such registration and provide its written consent or signature to any documents or things reasonably necessary to accomplish registration or recording of this Agreement and the Security as contemplated in Section 7.2 in order to: (a) ensure that any successor or assignee or other acquiror of the Property, or any interest therein, shall have public notice of the terms of this Agreement; (b) assist the Holder in its efforts to register a restriction on title to the Property restricting the sale, assignment, transfer, conveyance, lease, license, charge, pledge, hypothecation or other disposition of the Property, in whole or in part, without compliance with the terms of this Agreement; and (c) perfect or otherwise set up against third parties this Agreement and the Security.

7.5 Costs and Fees. The Holder's reasonable and documented expenses relating to all survey, legal or other costs associated with the registration of this Agreement, notice of this Agreement or the Security as set forth above, including, without limitation, all costs and fees relating to the opening of land files in respect of mining claims for which land files have not yet been opened (including reasonable and documented legal expenses) shall be directly paid by the Holder.

The Holder's expenses and legal fees relating to enforcement or exercise of its rights under this Agreement or the Security, in connection with the occurrence of an Event of Default or otherwise, and reasonable and documented expenses and legal fees related to any requests for amendments of this Agreement or the Security, shall be assumed by the Holder and paid upon receipt of an invoice to that effect from the Holder.

7.6 Additional Mining Rights. The Owner shall notify the Holder in writing of any additional Mining Rights relating to the Property or any renewal, replacements, substitutions or modifications of Mining Rights, included in any of the Properties from time to time, including as a result of conversion of Mining Rights included in the Property, in order to allow the Holder to proceed with amendments or additional registrations of this Agreement and the Security as may be necessary or advisable to ensure that the rights of the Holder and the terms of this Agreement are properly registered against such additional Mining Rights.

8 REPORTING, RECORDS AND AUDITS

• 8.1 Reporting. The Owner recognizes the Holder needs to have a complete understanding of the Property. Regular information to be provided by the Owner to the Holder shall include, but not be limited to:
• (a) sufficient documentation as may be requested by the Holder from time to time to determine the Royalty, including refining invoices, weights, assays and settlement sheets; including all documentation prepared by or sent to the Processor and, as applicable, any umpire, in connection with every shipment by the Owner;
• (b) quarterly and annual customary operational, exploration and financial reports to be provided with: (i) as it relates to quarterly reports, within sixty (60) days after the end of the first three (3) fiscal quarters of each fiscal year of the Owner; and (ii) as it relates to annual reports, within one hundred twenty (120) days of the end of the fiscal year of the Owner;
• (c) within ten (10) Business Days of approval and to the extent the Owner or any of its Affiliates is preparing such documents, operational budgets, annual production forecast and life of mine operating plan (and notice of any material change to the life of mine operating plan promptly following such change) in respect of the Property;
• (d) annual reserve and resource reports and access to a block model in respect of the Property;

• (e) any other material engineering or economic studies prepared or commissioned to be prepared by the Owner in respect of the Property, promptly following receipt of the same by the Owner; and

• (f) notice of any other material event, including any force majeure event, actual or threatened legal action, actual or threatened withdrawal of any permit or third party approval, or change in law materially impacting the Property.

• 8.2 Records and Audits. The Owner agrees to keep accurate records showing the amount of recovered Products produced by it from the Property. All Products produced from the Property shall be kept separate and distinct from minerals and/or mineral products produced by the Owner from properties other than the Property.

The Holder shall have the right, upon reasonable advance notice to the Owner to, inspect, perform audits and make copies of all books, records, technical data, information and materials relevant to the production and stockpiling of Products and the calculation and payment of the Royalty (the "Data"); provided that such inspections shall not unreasonably interfere with the Owner's activities with respect to the Property. The Owner makes no representations or warranties to the Holder concerning any of the Data or any information contained in the annual reports, and the Holder agrees that if it elects to rely on any such Data or information, it does so at its sole risk. All books and records used by the Owner to calculate Royalties due hereunder shall be kept in accordance with IFRS.

Subject at all times to applicable work place rules and the supervision of the Owner, the Holder shall be entitled to enter the mine workings and structures on the Property at reasonable times upon reasonable advance notice for inspection thereof no more than four times per year, but the Holder shall so enter at its own risk and shall indemnify and hold the Owner and its Affiliates harmless against and from any and all loss, costs, damage, liability and expense (including but not limited to reasonable attorneys' fees and costs) by reason of injury to the Holder or its agents or representatives or damage to or destruction of any property of the Holder or its agents or representatives while on the Property on or in such mine workings and structures, unless such injury, damage, or destruction is a result, in whole or in part, of the gross negligence of the Owner.

9 CONFIDENTIALITY

9.1 Confidential Information

Except as specifically otherwise provided for herein, the Parties will keep confidential all Data disclosed to each other and will refrain from using it other than for the transaction contemplated hereunder or publicly disclosing it unless:

• (a) required by law or by the rules and regulations of any regulatory authority or stock exchange having jurisdiction; and
• (b) with the consent of the other Party, such consent not to be unreasonably withheld

(each such disclosure of Data made pursuant to subparagraph (a) or (b) hereof being referred to as a "Permitted Disclosure").

Prior to any Permitted Disclosure, the applicable Party shall give the other Party prompt written notice and, in making such Permitted Disclosure, the disclosing Party shall disclose only that portion of Data required to be disclosed and shall take all reasonable steps to preserve the confidentiality of the remaining portion thereof.

• 9.2 Information in Public Domain. The provisions of this Article 9 do not apply to information which is or becomes part of the public domain other than through a breach of the terms hereof.
• 9.3 Press Release. The Parties will consult with each other prior to issuing any press release or other public statement regarding this Agreement. In addition, each Party will, to the extent practicable, obtain prior consent from the other Party before issuing any press release or public statement regarding this Agreement, except if such disclosure is required by Applicable Law or by the rules and regulations of any regulatory authority or stock exchange having jurisdiction (a "Regulatory News Release") and the other Party unreasonably withholds consent to such press release or other public statement or does not provide such consent in a timely manner. Notwithstanding the above, when practicable, where a Party requests consent from the other Party of any press release or public statement and the other Party has not responded to such request within forty-eight (48) hours, then the Party proposing the press release or public statement will be entitled to proceed with its disclosure as if it had received consent from the other Party, which forty-eight (48) hours period shall be reduced to two (2) hours in the case of a Regulatory News Release.

10 SUCCESSORS AND ASSIGNS

• 10.1 Binding Effect. This Agreement shall enure to the benefit of and shall be binding on and enforceable by the Parties hereto and, where the context so permits, their respective successors and permitted assigns.
• 10.2 Assignment of Royalty. The Holder may assign, transfer, pledge, hypothecate or otherwise convey this Agreement or all or any of its rights in the Royalty without the prior written consent of the Owner upon the delivery of notice of such transfer, pledge, hypothec or other conveyance to Owner.
• 10.3 Assignment of Property. The Owner may sell, assign, transfer, convey, lease, license, charge, pledge, hypothecate, mortgage or otherwise dispose of the Property, or any interest in the Property in any manner whatsoever, and may assign, transfer or otherwise convey this Agreement or any interest therein, without the prior written consent of the Holder, acting reasonably, in each case by complying with the following:
• (a) it shall be a condition of such sale, assignment, transfer, conveyance, lease, license or other disposition that the transferee or other counterparty to such transaction first execute and deliver to the Holder an instrument in writing pursuant to which such transferee or other counterparty: (i) agrees to be bound by the terms hereof and by all of the liabilities and obligations of the transferor hereunder in the same manner and to the same extent as though the transferee was an original party hereto in the first instance; (ii) undertakes obligations towards the Holder similar to those consented in connection with the Security contemplated under Article 7; and (iii) consents and agrees to the continuation or reregistration of any restrictions pursuant to the Security contemplated under Article 7;
• (b) it shall be a condition of any such charge, pledge or hypothec that the chargee, pledgee or holder of hypothec first execute and deliver to the Holder an instrument in writing pursuant to which such chargee, pledgee or holder of hypothec: (i) agrees that, in the event that it exercises any of its rights under the charge, pledge or hypothec which allow it to take possession or acquire, or cause the sale or other disposition of the Property or any part thereof, or which result in the Owner no longer being the owner

of the Property, such chargee, pledgee, holder, or any acquiror of the Property or successor to the Owner as a result of such exercise of rights, shall be bound by the terms hereof and by all of the liabilities and obligations of the Owner hereunder in the same manner and to the same extent as though it was an original party hereto in the first instance; and (ii) consents and agrees, and will cause any such acquiror of the Property or successor to the Owner as a result of the exercise of its rights to consent and agree, to the continuation or re-registration of any restrictions registered against the Property pursuant to Article 7;

• (c) any such sale, assignment, transfer, conveyance, lease, license, charge, pledge, hypothecation or other disposition shall not relieve or discharge the Owner from any of its liabilities or obligations hereunder existing on the date of such sale, assignment, transfer, conveyance, lease or other disposition, and thereafter, the Owner will have no further obligations or liabilities for the payment of the Royalty; and
• (d) any such sale, assignment, transfer, conveyance, lease, license, charge, pledge, hypothecation or other disposition which does not comply with the terms of this Agreement shall be null and void and of no force or effect.

11 GENERAL

11.1 Interpretation

Unless the context otherwise requires, in this Agreement:

• (a) The headings to the Articles, Sections, subsections or clauses of this Agreement are inserted for convenience only and are not intended to affect the construction or interpretation hereof. The terms "this Agreement", "hereof", "hereunder" and similar expressions refer to this Agreement and not to any particular Section or other portion hereof and include any agreement or instrument supplemental or ancillary hereto. Unless otherwise specified, any reference herein to a Section or Schedule refer to the specified Section of or Schedule to this Agreement.
• (b) Words importing the singular number only shall include the plural and vice versa and words importing the masculine gender shall include the feminine and neuter genders and vice versa.
• (c) The words "include", "includes" and "including" mean "include", "includes" or "including", in each case, "without limitation".
• (d) A reference to an agreement or document (including a reference to this Agreement) is to the agreement or document as amended, varied, supplemented, novated or replaced except to the extent prohibited by this Agreement or that other agreement or document.
• (e) If there is any conflict or inconsistency between the provisions contained in the body of this Agreement and those of any Schedule hereto and security documents entered into further to this Agreement, the provisions contained in the body of this Agreement shall prevail.

• (f) A reference to writing includes an electronic mail transmission and any means of reproducing words in a tangible and permanently visible form.

• (g) Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next Business Day following if the last day of the period is not a Business Day. If any payment is required to be made or other action is required to be taken pursuant to this Agreement on a day which is not a Business Day, then such payment or action shall be made or taken on the next Business Day.

• (h) If any provision of this Agreement is or becomes illegal, invalid or unenforceable, in whole or in part, the remaining provisions will nevertheless be and remain valid and subsisting and the said remaining provisions will be construed as if this Agreement had been executed without the illegal, invalid or unenforceable portion.

11.2 Notices.

Any notice, demand, consent or other communication ("Notice") given or made under this Agreement:

• (a) must be in writing and signed by a Person duly authorised by the sender;
• (b) must be delivered to the intended recipient by hand, courier or email to the addresses below or the addresses last notified by the intended recipient, to the sender:
• (i) to the Owner:

c/o New Millennium Iron Corp. 1000 Sherbrooke Street West, Suite 1120 Montreal, Quebec H3A 3G4 Canada

Attention: Mario Caron and Talita Franco Email:

(ii) to the Holder:

TS Global Minerals Holdings Pte. Ltd. 22 Tanjong Kling Road Singapore 628048

Attention: Rohini Ghose Email:

(c) Any Notice will be deemed to have been given and received: (i) if personally delivered, then on the day of personal service to the recipient Party, provided that if such date is a day other than a Business Day, such Notice will be deemed to have been given and received on the first Business Day following the date of personal service; (ii) if by pre-paid registered mail, then the first Business Day, after the expiration of five (5) days following the date of mailing; or (iii) if sent by e-mail and successfully transmitted prior to 4:00 p.m. on a Business Day where the recipient is located, then on that Business Day, and if transmitted after 4:00 p.m. on a Business Day where the recipient is located or on the day that is not a Business Day where the recipient is located, then on the first Business Day following the date of transmission. A Party may at any time change its address for future Notices hereunder by Notice in accordance with this Section 11.2.

• 11.3 Joint Obligation. All Obligations of the Owner pursuant to this Agreement (including, without limitation, in respect of payment of the Royalty) shall be joint Obligations, and not solidary Obligations, of NML and LabMag LP.
• 11.4 Currency. All dollar amounts expressed herein, unless otherwise specified, refer to lawful currency of the United States.
• 11.5 Rule Against Perpetuities. If any right, power or interest of either Party under this Agreement would violate the rule against perpetuities or equivalent rule under Applicable Law, then the term or other provision of such right, power or interest shall automatically be revised and reformed as necessary to comply with the rule under Applicable Law, and this Agreement shall not be terminated solely as a result of a violation of the rule against perpetuities or equivalent rule under Applicable Law.
• 11.6 No Partnership. This Agreement is not intended to, and will not be deemed to, create any partnership relation between the Parties including without limitation, a joint venture, mining partnership or commercial partnership. The obligations and liabilities of the Parties will be several and not joint and neither of the Parties will have or purport to have any authority to act for or to assume any obligations or responsibility on behalf of another Party. Nothing herein contained will be deemed to constitute a Party the partner, agent, joint venturer or legal representative of the other Party, nor shall anything in this Agreement be construed to create, expressly or by implication, a fiduciary relationship between the Parties.
• 11.7 Entire Agreement. This Agreement (including the schedules hereto) together with the agreements and documents to be delivered pursuant hereto are the full expression of the Parties' intentions and rights and the entire agreement between them and supersede, save and except the Security and the Reorganization Agreement, all prior agreements, understandings, negotiations and discussions whether oral or written of the Parties. No amendment, waiver or termination of this Agreement shall be binding unless executed in writing by the Party to be bound thereby. No waiver of any other provisions of this Agreement shall be deemed to or shall constitute a waiver of any other provisions nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.
• 11.8 Further Assurances. The Parties will promptly execute or cause to be executed all documents, deeds, conveyances and other instruments of further assurance which may be reasonably necessary or advisable to carry out fully the intent of this Agreement.
• 11.9 Manner of Payment. All cash payments to be made to any Party must be made in United States dollars without demand, notice, set-off, or reduction, via the transfer of immediately available funds to such bank account as the payee may nominate in writing to the payor from time to time.
• 11.10 Governing Law. This Agreement will be governed by and interpreted in accordance with the laws of the Province of Québec and the federal laws of Canada applicable therein. Each Party irrevocably submits to the non-exclusive jurisdiction of the courts of Québec, Canada.
• 11.11 Time of the Essence. Time is of the essence in the performance of each obligation under this Agreement.
• 11.12 Counterparts. This Agreement may be executed in any number of counterparts and all such counterparts, taken together, will be deemed to constitute one and the same

instrument. In addition, execution of this Agreement by either of the Parties may be evidenced by way of email transmission of such Party's signature (which signature may be by separate counterpart) or a photocopy of such email transmission, and such emailed signature, or photocopy of such emailed signature, shall be deemed to constitute the original signature of such Party to this Agreement, but provided that each Party shall deliver an originally executed copy of the Party's signature forthwith after the execution hereof.

[Remainder of page left intentionally blank.]

IN WITNESS WHEREOF the Parties have executed this Agreement effective as of the date first written above.

SIGNED, SEALED AND DELIVERED by TS GLOBAL MINERALS HOLDINGS

TS GLOBAL MINERALS HOLDINGS PTE. LTD.

PTE. LTD. in the presence of:

Per:

Notary Public or Commissioner of Oaths (affix seal)

Name: Title:

I have authority to bind the Corporation

SIGNED, SEALED AND DELIVERED by NEW MILLENNIUM IRON CORP. in the presence of:

NEW MILLENNIUM IRON CORP.

Per:

Notary Public or Commissioner of Oaths (affix seal)

Name: Title:

I have authority to bind the Corporation

SIGNED, SEALED AND DELIVERED by LABMAG LIMITED PARTNERSHIP, by its general partner, LABMAG GP INC. in the presence of:

LABMAG LIMITED PARTNERSHIP, by its general partner, LABMAG GP INC.

Per:

Notary Public or Commissioner of Oaths (affix seal)

Name: Title:

I have authority to bind the Corporation

[Signature Page – Gross Revenue Royalty Agreement]

SCHEDULE A

DESCRIPTION OF THE MINING RIGHTS FORMING PART OF THE PROPERTY

See attached.

KeMag Property Title Numbers

TitleNo	50803
50761	50804
50762	50805
50763	50806
50764	50807
50765	50808
50766	2001307
50767	2001308
50768	2001309
50769	2001310
50770	2001311
50771	2001312
50772	2001313
50773	2001314
50774	2001315
50775	2001316
50776	2001317
50777	2001318
50778	2001319
50779	2001320
50780	2066137
50781	2066138
50782	2066139
50783	2066140
50784	2066141
50785	2066142
50786	2066143
50787	2066144
50788	2066145
50789	2066146
50790	2066147
50791	2066148
50792	2066149
50793	2066150
50794	2082473
50795	2082474
50796	2082475
50797	2082484
50798	2082485
50799	2082486
50800	2082487
50801	2082488
50802	2082489

2082499	2092067
2082500	2092068
2082501	2092069
2082502	2092070
2082503	2092071
2082504	2092072
2082510	2092073
2082511	2092074
2082512	2092075
2082513	2092076
2082514	2092077
2082515	2092078
2082522	2092079
2082523	2092080
2082524	2092081
2082525	2092082
2082526	2092083
2082527	2092084
2092019	2092085
2092039	2092087
2092042	2092088
2092043	2092089
2092045	2092090
2092046	2092091
2092047	2092095
2092048	2092096
2092049	2095143
2092051	2095144
2092052	2095145
2092053	2095146
2092054	2095147
2092055	2095148
2092056	2095149
2092057	2095150
2092058	2095151
2092059	2095152
2092060	2116679
2092061	2116680
2092062	2116681
2092063	2148797
2092064	2554878
2092065
2092066

LabMag Property Description:

Beginning at the Northeast corner of the herein described parcel of land, and said corner having coordinates of 6092000N, 609000E; thence West 500 metres to corner having coordinates of 6092000N, 608500E; thence South 500 metres to corner having coordinates of 6091500N, 608500E; thence West 500 metres to corner having coordinates of 6091500N, 608000E; thence South 500 metres to corner having coordinates of 6091000N, 608000E; thence West to corner having coordinates of 6091000N, 607500E; thence 500 metres South to corner having coordinates of 6090500N, 607500E; thence West 500 metres to corner having coordinates of 6090500N, 607000E; thence South 1,000 metres to corner having coordinates of 6089500N, 607000E; thence West 500 metres to corner having coordinates of 6089500N, 606500E; thence South 1,500 metres to corner having coordinates of 6088000N, 606500E; thence continuing Southeast on the limit of Newfoundland claim number 015977M to corner having coordinates of 6077000N, 614500E; thence South 500 metres to corner having coordinates of 6076500N, 614500E; thence East 1,000 metres to corner having coordinates of 6076500N, 615500E; thence North 500 metres to corner having coordinates of 6077000N, 615500E; thence East 1,000 metres to corner having coordinates of 6077000N, 616500E; thence East 500 metres to corner having coordinates of 6077000N, 617000E; thence North 500 metres to corner having coordinates of 6077500N, 617000E; thence East 1,000 metres to corner having coordinates of 6077500N, 618000E; thence North 500 metres to corner having coordinates of 6078000N, 618000E; thence East 500 metres to corner having coordinates of 6078000N, 618500E; thence North 500 metres to corner having coordinates of 6078500N, 618500E; thence East 500 metres to corner having coordinates of 6078500N, 619000E; thence North 500 metres to corner having coordinates of 6079000N, 619000E; thence continuing Northwest on the limit of Newfoundland claim number 018648M to corner having coordinates of 6081000N, 617000E; thence continuing Northwest on the limit of Newfoundland claim number 015975M to corner having coordinates of 6091500N, 609000E; thence North 500 metres to the point of beginning.

All coordinates are provided in the following coordinate system: UTM 19 north (Datum: NAD 27)

SCHEDULE B HYPOTHEC

See attached.

DEED OF HYPOTHEC

On the ⚫ (⚫th) day of ⚫, Two Thousand and Twenty (2020) in the City of Montreal, Province of Québec.

Before Mtre ⚫, the undersigned Notary of the Province of Québec, practising at Montreal, Québec.

APPEARED: NEW MILLENNIUM IRON CORP., a company existing under the laws of the Province of Alberta, having an office at 1000 Sherbrooke Street West, Suite 1120, Montreal, Québec H3A 3G4, herein acting and represented by ⚫, its representative, duly authorized in virtue of [a resolution of its board of directors], a certified copy, extract or duplicate of which remains hereto annexed after having been recognized as true and signed for identification by the said representative in the presence of the undersigned notary;

PARTY OF THE FIRST PART

AND: TS GLOBAL MINERALS HOLDINGS PTE. LTD., a company existing under the laws of Singapore, having an office at 22 Tanjong Kling Road, Singapore 628048, herein acting and represented by ⚫, its duly authorized representative as he so declares;

PARTY OF THE SECOND PART

WHICH PARTIES AGREE WITH EACH OTHER AND DECLARE UNTO THE UNDERSIGNED NOTARY AS FOLLOWS:

ARTICLE 1

INTERPRETATION

1.1 Definitions.

The following words and expressions, whenever used in this Deed or in any deed, document or agreement supplemental or ancillary hereto, unless there be something in the subject or the context inconsistent therewith, shall have the following meanings:

• 1.1.1 "Applicable Law" shall have the meaning ascribed thereto from time to time in the Royalty Agreement;
• 1.1.2 "Business Day" means "Business Day" (as defined in the Royalty Agreement) and, for any act to be performed in the Province of Québec or for calculation of time periods pursuant to the laws of the Province of Québec or the federal laws applicable in such Province, any day other than a Saturday or Sunday or statutory holiday in the Province of Québec;
• 1.1.3 "Deed of Hypothec", "this Deed", "this Deed of Hypothec", "these presents", "herein", "hereby", "hereunder" and other similar expressions refer to this Deed of Hypothec, its accompanying schedules as well as any and every deed or other instrument which is supplementary or ancillary hereto or in implementation hereof, the

whole as same may be amended, supplemented or restated at any time and from time to time;

• 1.1.4 "Encumbrance" shall have the meaning ascribed thereto in the Royalty Agreement;
• 1.1.5 "Event of Default" shall have the meaning ascribed thereto in Section 6.1;
• 1.1.6 "Governmental Authority" shall have the meaning ascribed thereto from time to time in the Royalty Agreement;
• 1.1.7 "Grantee" means the party of the second part;
• 1.1.8 "Grantor" means the party of the first part;
• 1.1.9 "Hypothecated Property" shall have the meaning ascribed thereto in Section 2.1;
• 1.1.10 "Insolvency Law" shall have the meaning ascribed thereto from time to time in the Royalty Agreement;
• 1.1.11 "KéMag Project" means the KéMag project of the Grantor located in the Province of Québec, Canada;
• 1.1.12 "Obligations" means the payment to the Grantee of the Royalty (including, when applicable, interest at the Applicable Rate on any amount in default) in accordance with the terms of the Royalty Agreement, as well as the payment of all other sums, if any, from time to time due to Grantee under this Deed or the Royally Agreement and the performance by the Grantor of, and its compliance with, all of Grantor's obligations and covenants under this Deed and the Royalty Agreement;
• 1.1.13 "Permitted Encumbrances" shall have the meaning ascribed thereto in the Royalty Agreement;
• 1.1.14 "Permitted Senior Security" means, with respect to any Hypothecated Property, a hypothec or other security interest in such Hypothecated Property granted from time to time by the Grantor to or for the benefit of a Person for the sole purpose of securing project finance in relation to the development of the Grantor's or its affiliates' mining operations on such Hypothecated Property;
• 1.1.15 "Person" shall have the meaning ascribed thereto in the Royalty Agreement;
• 1.1.16 "Royalty" shall have the meaning ascribed thereto in the Royalty Agreement; and
• 1.1.17 "Royalty Agreement" means that certain Gross Revenue Royalty Agreement dated as of or about ⚫, 2020 entered into among TS Global Minerals Holdings Pte. Ltd., New Millennium Iron Corp. and LabMag Limited Partnership, as the same may be further amended, supplemented, restated or otherwise modified in writing from time to time.

1.2 Interpretation.

The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation" (unless such phrase already follows such words). The word "or" is disjunctive; the word "and" is conjunctive. The word "shall" is mandatory; the word "may" is permissive. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated or otherwise modified (subject to any restrictions on such amendments, supplements, restatements or modifications set out herein), (b) any reference herein to any law or statute or any section thereof shall, unless otherwise expressly stated, be deemed to be a reference to such law, statute or section as amended, restated or re-enacted from time to time, (c) in the event of an assumption of the obligations of the Grantor under this Deed in accordance with section 10.3 of the Royalty Agreement, all references to the Grantor under this Deed shall thereafter be references to the transferee, (d) the words "herein" "hereof" and "hereunder", and words of similar import, shall be construed to refer to this, Deed in its entirety and not to any particular provision hereof, and (e) all references herein to Sections and Schedules shall be construed to refer to Sections and Schedules to this Deed; Section headings are for convenience of reference only, are not part of this Deed and shall not affect the construction of, or be taken into consideration in interpreting this Deed. The division of this Deed into Articles, Sections, subsections and paragraphs and the insertion of titles are for convenience of reference only and· do not affect the meaning or the interpretation of the present Deed.

ARTICLE 2

HYPOTHECS

2.1 Principal Hypothec.

As a general and continuing collateral security for the performance by the Grantor of, and its compliance with, the Obligations, the Grantor hereby hypothecates to and in favour of the Grantee, the following property (collectively referred to herein as the "Hypothecated Property"), to the extent of the amount of ten million dollars (\$10,000,000) with interest thereon at the rate of ten percent (10%) per annum:

• 2.1.1 The present or future rights, title and interest of the Grantor in and to the KéMag Project mining claims described in the First Schedule to this Deed, in and to the universality of all mining claims, mining leases and any other mining title, deed or right to mineral substances or right to carry out work on land for the purposes of exploration, appraisal, development and extraction of mineral substances now or in the future resulting from the addition to or the, renewal, conversion, replacement or any other transformation of the KéMag Project mining claims described in the First Schedule, or of any other claims, leases, title, deed or right of the nature or kind referred to above, in reference to the KéMag Project;
• 2.1.2 the universality of all proceeds of all insurance policies taken out by the Grantor or on its behalf, at any time and from time to time, in respect of any of the Hypothecated Property;

2.1.3 the universality of all proceeds of expropriation awards or indemnities paid or payable at any time and from time to time in connection with any of the Hypothecated Property.

2.2 Ranking.

• 2.2.1 The hypothec created herein shall (a) be subordinate and rank inferior to all Permitted Senior Security and the hypothecs created thereby; and (b) rank prior to any hypothec in favour of the holder(s) of any other royalties, streams of any nature or kind or similar interests in respect of the Hypothecated Property, which hypothecs shall be subordinate and inferior in rank to the hypothec created in this Deed. In all cases, the hypothec created by this Deed shall be subject to the Permitted Encumbrances.
• 2.2.2 The Grantee shall from time to time, at the written request of the Grantee or a holder of a Permitted Senior Security and at the expense of the Grantee, promptly and duly authorize, execute, deliver and register at the applicable registers such further instruments and documents, including an assignment of rank deed, and take such further action, as the Grantee or such holder of a Permitted Senior Security may reasonably request for the purpose of effecting and registering the subordination and assignment of rank of the hypothec created in this Deed to and in favour of such Permitted Senior Security, so that such Permitted Senior Security and the rights of the secured creditor(s) thereunder shall have priority in all respects and shall rank before the hypothec created in this Deed and the rights of the Grantee hereunder and this, notwithstanding any priorities that might otherwise be established by law resulting from the date of execution, delivery, registration, notification or publication of any deed, document, instrument, act or notice.

ARTICLE 3

POSSESSION, USE AND RELEASE OF THE HYPOTHECATED PROPERTY

3.1 Possession and Use.

Until the Grantor has surrendered or is bound to surrender the whole or any part of the Hypothecated Property under the terms of any Applicable Law, the Grantor, subject, however, to the express terms hereof and the terms of the Royalty Agreement, shall be entitled and permitted to possess the Hypothecated Property and to manage, develop, operate, use and enjoy the same.

3.2 Appointment of a Receiver.

If a receiver, a sequestrator or any other similar officer, lawfully appointed, takes possession of the Hypothecated Property, the rights of the Grantor under section 10.3 of the Royalty Agreement may be exercised by such receiver, sequestrator or other similar officer subject to the limitations imposed upon the Grantee in that respect under the provisions of Article 7; likewise, if the Grantee takes possession of the Hypothecated Property pursuant to the terms hereof, it, in its discretion, may exercise the same powers, subject to the limitations imposed upon it under the provisions of Article 7.

3.3 Release in Case of Expropriation.

In the event of any taking of possession of any part of the Hypothecated Property by expropriation or order of a court or other similar power, or of any sale or conveyance by the Grantor in lieu of such taking of possession and in reasonable anticipation thereof where proceedings therefor might lawfully be exercised to vest such property in the Grantee for the same purposes, or in the event that any Governmental Authority shall at any time exercise any right which it may have to acquire any part of the Hypothecated Property, the Grantee shall release the Hypothecated Property so taken upon the deposit with the Grantee of a sum equal to (y) the proceeds of any such taking of possession or exercise of any such right of acquisition, or (z) in a case of a sale in anticipation of such taking of possession, the proceeds of such sale. Notwithstanding the aforementioned, such deposited sum will be limited to the outstanding Royalty on the part of the Hypothecated Property taken or acquired. For greater certainty, the present Section will not apply if the aforementioned proceeds are subject to a Permitted Senior Security on the part of the Hypothecated Property taken or acquired.

3.4 Grantee May Refuse Release.

Unless otherwise permitted under the terms of the Royalty Agreement, the Grantee may refuse to release any asset or right from the Encumbrances created hereunder if, in its reasonable opinion, any declaration or opinion contained in any certificate, resolution, evaluation report or any other document to be submitted to the Grantee under the terms of the present Article, is not sufficiently substantiated and until such declaration or opinion is substantiated to the satisfaction of the Grantee, acting reasonably, and in accordance with the practice in expropriation matters in the mining industry, if any.

ARTICLE 4

APPLICATION OF MONEY RECEIVED

4.1 Authorization to Collect Claims.

Until a written notice to the contrary is given by the Grantee to the Grantor following an Event of Default, the Grantee hereby expressly authorizes the Grantor to collect and recover all claims forming part of the Hypothecated Property.

4.2 Use of Moneys Not Otherwise Released.

All the sums of money held by the Grantee under the provisions of this Deed and all other sums of money of which the Grantee is depositary in virtue of this Deed and in respect of which no other specific provision of the Royalty Agreement regulates the use thereof, are held by the Grantee as security for the payment of the Obligations. However, the Grantee, notwithstanding the provisions of Article 1572 and the second paragraph of Article 2743 of the Civil Code of Québec and every other legal rule concerning the imputation of payments, may apply such moneys to the full or partial reduction and to such of the indebtedness forming part of the Obligations, the whole as the Grantee may deem appropriate, provided that it shall promptly apply such moneys to the payment of the Obligations that are then outstanding and promptly remit to Grantor any balance of such money. Until such application to the payment of the Obligations and remittance of the balance to the Grantor, such sums may be placed on deposit by the Grantee at the current rate of interest with a Canadian chartered bank, a trust company in Canada or a reputable Canadian financial institution. All interest, fruits and revenues generated by the deposit of such sums by the Grantee shall constitute, for the purposes hereof, Hypothecated Property.

ARTICLE 5

COVENANTS OF THE GRANTOR

5.1 Covenants.

So long as any Obligation is outstanding or unpaid, the Grantor covenants and agrees as follows:

5.1.1 Payment.

That it will truly and punctually pay or cause to be paid the Royalty pursuant to and in accordance with the terms of the Royalty Agreement, any other amount owed to the Grantee pursuant to the terms of this Deed or the Royalty Agreement and interest to become due in respect thereto, as applicable, on the dates, at the place, in the currency, for the amounts and in the manner provided for with respect thereto herein or therein.

5.1.2 Insurance Proceeds not payment of Obligations.

That in no case shall receipt by the Grantee of any proceeds of insurance under the terms of this Deed be deemed to be a payment on account of any Obligation, unless such proceeds are expressly and effectively imputed to the Obligations, nor shall the Encumbrances hereby created be lessened, prejudiced or in any other way interfered with by reason of any such receipt, any Applicable Law, usage, or custom to the contrary notwithstanding.

Notwithstanding anything to the contrary set forth herein, it is agreed by the Grantee that the Grantor shall not be required to obtain any insurance in respect of the Hypothecated Property or otherwise other than as is required by the Royalty Agreement.

5.1.3 Further Documentation, Registration

(a) Subject to paragraph 5.1.3(b) below, the Grantor shall from time to time, at the written request and expense of the Grantee, promptly and duly authorize, execute and deliver such further instruments and documents, and take such further action, as the Grantee may reasonably request and to the extent permitted by Applicable Law, for the purpose of obtaining or preserving the full benefits of the first rank of the hypothecs created hereunder (subject to Permitted Encumbrances) and the rights and powers granted by this Deed (including a notice given in virtue of Article 2949 of the Civil Code of Québec where the Grantor's signature is necessary, any supplemental or amending deeds in respect of any present or future mining rights comprising the Hypothecated Property).

(b) Notwithstanding anything to the contrary set forth in this Deed, it is agreed upon that it shall be the responsibly of the Grantee solely to, at its own cost and expense, register the Encumbrances created under this Deed at the applicable registers, as the Grantee may consider appropriate, and to file or register, from time to time, registration applications, specific deeds of hypothec or similar documents or notices under any Applicable Law with respect to the Hypothecated Property, including the opening of land files and any title or survey work that may be required in connection with any such filing or registrations. Without limiting the generality of the foregoing, the Grantor agrees that that the Grantee shall register or cause to be registered without delay the Deed of Hypothec at the following registers:

(i) the Public Register of Real and Immovable Mining Rights maintained at the Ministry of Natural Resources (Québec) pursuant to the Mining Act (Québec); and

(ii) the Register of real rights of State resource development of the Registration Division of ⚫.

5.1.4 Notices.

Subject to the Royalty Agreement, the Grantor shall advise the Grantee promptly, in reasonable detail, of any:

(a) change in the location of the jurisdiction of incorporation or amalgamation, domicile (head office or registered office) or chief executive office of the Grantor;

(b) change in the name of the Grantor;

(c) merger, consolidation or amalgamation of the Grantor with any other Person;

(d) acquisition of any right, title or interest in any mining claim, mining lease or any other mining right, to be comprised in the Hypothecated Property;

(e) any Encumbrance (other than Permitted Encumbrances), or claim asserted, against any of the Hypothecated Property;

(f) occurrence of any event, claim or occurrence that has a material adverse effect on the nature of the Hypothecated Property or on the Encumbrances created by this Deed;

The Grantor shall not effect or permit any of the changes referred to in paragraphs 5.1.4(a) to 5.1.4(c) above unless all registrations and filings have been made and all other actions taken that are required in order for the Grantee to continue at all times following such change to have valid and opposable first ranking hypothecs (subject only to Permitted Encumbrances) with respect to the Hypothecated Property.

ARTICLE 6

EVENTS OF DEFAULT

6.1 Events of Default.

The occurrence of any one or more of the following events or circumstances shall constitute an event of default hereunder (herein referred to as an "Event of Default"):

6.1.1 Payment.

Should the Grantor fail to make to the Grantee any royalty payment when due pursuant to the Royalty Agreement or should the Grantor fail to make payment when due to the Grantee of any other amount that may become due by the Grantor pursuant to this Deed or the Royalty Agreement, within thirty (30) Business Days of a letter from the Grantee demanding same;

6.1.2 Covenants.

Grantor shall fail to observe or perform any covenant, condition or agreement contained in this Deed or the Royalty Agreement (other than the obligations of the Grantor under section 10.3 of the Royalty Agreement, which is dealt with in section 6.1.6 below) and not have remedied such failure within sixty (60) Business Days of a letter from the Grantee demanding same;

6.1.3 Insolvency.

Grantor becomes insolvent, commits an act of bankruptcy under any Insolvency Law, makes an assignment of its property for the general benefit of its creditors under any Insolvency Law, or makes a proposal (or files a notice of its intention to do so) under any Insolvency Law.

6.1.4 Proceedings Under Insolvency Law.

Any petition is filed, application made or other proceeding instituted against or in respect of the Grantor under any Insolvency Law, and such petition, application or proceeding continues undismissed, or unstayed and in effect, for a period of forty-five (45) days after the institution thereof, provided that if an order, decree or judgment is granted or entered (whether or not entered or subject to appeal) against Grantor thereunder in the interim, such grace period shall cease to apply, and provided further that if Grantor files an answer admitting the material allegations of a petition filed against it in any such proceeding, such grace period shall cease to apply;

6.1.5 Seizure of Assets.

The Hypothecated Property is seized (including by way of execution, attachment, garnishment, levy or distraint), or any one or more Encumbrances thereon securing indebtedness is enforced, or such property has become subject to any charging order or equitable execution of a Governmental Authority, or any one or more writs of execution or distress warrants exists in respect of Grantor or the Hypothecated Property, or any sheriff or other Person becomes lawfully entitled by operation of law or otherwise to seize or distrain upon such property and in any case such seizure, enforcement, execution, attachment, garnishment, distraint, charging order or equitable execution, or other seizure or right, continues in effect and is not released or discharged within thirty (30) days or such longer period during which entitlement to the use of such property continues with Grantor, and Grantor is contesting the same in good faith and by appropriate proceedings, provided that if the property is removed from the use of Grantor, or is in danger of being sold, in the interim, such grace period shall cease to apply;

6.1.6 Sale of Hypothecated Property.

The Hypothecated Property is sold, transferred or otherwise disposed of by the Grantor (whether voluntarily or as a consequence of or related to an event referred to in section 6.1.3 or 6.1.4 of this Deed) without complying with the provisions of section 10.3 of the Royalty Agreement;

6.1.7 Indebtedness.

The Grantor fails to pay when due any amounts owing under any one or more agreements or documents relating to indebtedness towards creditor(s) having from time to time security over the Hypothecated Property or is otherwise in default under or pursuant to the terms of agreements or documents concerning such indebtedness secured by security over the Hypothecated Property, and, if there is any cure period applicable to such default, such cure period lapses without the default being cured and such creditor(s) have taken court action or commenced court proceedings to enforce their rights and remedies and such court action or court proceedings have not been dismissed or terminated within thirty (30) days or such longer period during which the Grantor is contesting the same in good faith and by appropriate proceedings; or

6.1.8 Encumbrances.

Any hypothec purported to be created by this Deed of Hypothec shall cease to be, or shall be asserted by Grantor not to be, a valid, opposable, first priority Encumbrance (subject to Permitted Encumbrances) in the Hypothecated Property, except where the lack of opposability or priority results from the failure by the Grantee to register the hypothec, or maintain its registration, at the applicable registers.

ARTICLE 7

REMEDIES

7.1 Exercise of Rights.

On or after the date an Event of Default occurs and is continuing, the hypothec constituted in this Deed shall become enforceable and the Grantee may, to the extent and in the manner permitted by Applicable Law and subject to any preliminary measures thereby contemplated, but without in any way limiting any of the rights, remedies or recourses which the Grantee may otherwise have under any Applicable Law or under any other deed or document, exercise the rights provided for in this Article 7:

7.1.1 Entry.

The Grantee, by its officers, agents, mandataries or attorneys, may enter into and take possession of all or any part of the Hypothecated Property, with full power to carry on, manage and conduct the business operations of the Grantor on the Hypothecated Property, including the power to borrow money on commercially reasonable terms for and on behalf of the Grantor or for itself or on its own behalf and to advance its own moneys on commercially reasonable terms for the purposes of the undertaking, the maintenance and preservation of the Hypothecated Property or any part thereof, the payment of taxes, wages and other Encumbrances ranking in priority to the Encumbrances created hereunder and for the payment of current operating expenses and those incurred not more than sixty (60) days prior to such taking of possession by the Grantee. The Grantee shall have full power, in the name of and as the attorney of the Grantor, to grant and create Encumbrances upon all or any part of the Hypothecated Property ranking in priority to the Encumbrances created hereunder, as security for the repayment of the moneys so borrowed or advanced (and the moneys so borrowed or advanced by the Grantee shall be repaid by the Grantor on demand and, until repaid, together with the interest thereon, shall be secured by the Encumbrances created hereunder and shall constitute a first ranking Encumbrance on the Hypothecated Property in priority to all other Encumbrances except for Permitted Encumbrances). The Grantee shall also have full power to collect rents, revenues, fruits and profits and to pay therefrom all the expenses, costs and advances of the Grantee in carrying on the said business operations or otherwise, and all taxes, assessments, insurance premiums and other Encumbrances against the Hypothecated Property ranking in priority to Obligations or the payment of which may be necessary to preserve the Hypothecated Property, and to apply the balance of the moneys so received in the same manner as if same constituted the proceeds of a sale or other realization of the Hypothecated Property.

7.1.2 Sale.

The Grantee, either after such entry as aforesaid or after other entries by its officers or agents, or without any entry, may sell, lease, liquidate, transfer, alienate, create an Encumbrance upon or otherwise dispose of or deal with the whole or any part of the Hypothecated Property, as a whole or in parts, by agreement, by a call for tenders, by public auction or by judicial authority, at such prices and upon such terms and conditions as the Grantee may consider advisable, the whole without any notice or formality whatsoever other than those expressly provided by Applicable Law, the Grantee being hereby constituted the irrevocable attorney of the Grantor for the aforesaid purposes. Any such sale, lease, liquidation, transfer, alienation, Encumbrance or other disposition of the Hypothecated Property made as aforesaid, shall be a perpetual bar both as a matter of law and as a matter of fact against the Grantor and its assigns and all other Persons claiming the Hypothecated Property or any part or parcel thereof by, from, through or under the Grantor or its assigns. The Grantee or any agent or representative thereof may become purchasers at any sale of the Hypothecated Property whether made under the power of sale herein contained or pursuant to foreclosure or other judicial proceedings.

7.2 Waiver of Default.

In the event that any of the security under this Deed becomes enforceable, the Grantee may waive the Event of Default, and in such event the Event of Default will be waived unconditionally or upon such terms and conditions as Grantee may set, provided always that no act or omission of the Grantee with respect to a specific Event of Default and any security created under this Deed shall extend to or be taken in any manner whatsoever to affect any subsequent Event of Default or the rights resulting therefrom.

7.3 Grantor to Surrender.

The Grantor binds and obliges itself to voluntarily surrender and to yield up possession of the Hypothecated Property and the conduct of its business in connection therewith to the Grantee on demand whenever the Grantee shall have a right to exercise any hypothecary or other right or recourse provided by Applicable Law. Furthermore, the Grantor by and through its officers, directors, mandataries, agents and other representative, shall forthwith execute, on demand, such documents and transfers as may be necessary to place the Grantee in legal possession of the Hypothecated Property. Without in any way limiting the generality of any of the foregoing or affecting any other rights or recourses which the Grantee may have under any Applicable Law, the Grantor hereby expressly acknowledges and agrees that in the event of either the surrender by the Grantor or the taking of possession by the Grantee of all or any part of the Hypothecated Property as contemplated in this Article:

• 7.3.1 the Grantee shall be under no obligation to make the Hypothecated Property productive in any manner whatsoever, it being expressly understood and agreed that the sole objective of such possession following such a surrender or such a taking of possession (hereinafter referred to in this Section 7.3 as the "Possession") shall be to collect the revenues, fruits and profits of the Hypothecated Property and to apply same to the payment of the Obligations, in principal, interest, fees and accessories;
• 7.3.2 the Grantee shall have the right, at any time and from time to time during such Possession, to change the destination of the Hypothecated Property;
• 7.3.3 the Grantee shall be the primary beneficiary of its administration of the Hypothecated Property under any such Possession and, to the extent that, pursuant to any applicable provision of any Applicable Law, the Grantor is a beneficiary of such administration, any and all rights of the Grantor as such a beneficiary shall be fully subordinated and postponed to any and all rights the Grantee shall have as primary beneficiary of such administration;
• 7.3.4 the Grantee, at any time and from time to time during such Possession, may renounce to any right of the Grantor even without any valid consideration; and
• 7.3.5 the Grantee shall have no obligation to make an inventory of the Hypothecated Property, to take out any kind of insurance with respect to the Hypothecated Property or to furnish any type of security whatsoever in order to secure its obligations under this Deed, the whole notwithstanding any provision to the contrary herein contained.

7.4 Grantee Appointed Mandatary of the Grantor.

The Grantor hereby irrevocably appoints the Grantee to be its mandatary upon the occurrence of an Event of Default that is continuing to execute and perform, for and in the name of and on behalf of the Grantor, all deeds, documents, transfers, conveyances, consents, assignments, assertions, and things which the Grantor must, upon the occurrence of an Event of Default that is continuing, sign, execute and do hereunder and generally, upon the occurrence of an Event of Default that is continuing, to use the name of the Grantor in the exercise of all or any one of the powers hereby conferred on the Grantee with full power of substitution and revocation, it being expressly understood that such mandate is not governed by Articles 2138 to 2148 of the Civil Code of Québec, the Grantor expressly renouncing to the benefit of each and every one of the aforementioned articles. The Grantee undertakes not to exercise any of its rights under the aforementioned mandate prior to the enforcement date.

7.5 Protection of the Grantee in respect of any Realization of the Hypothecated Property

Subject to and to the extent not contrary to the Applicable Law, in the context of any realization of the whole of any part of the Hypothecated Property:

7.5.1 the Grantee may, in relation to these presents, act on the opinion or advice of or information obtained from any advocate, appraiser, evaluator, auditor, engineer, surveyor, broker, auctioneer or other expert, whether obtained by the Grantee, the Grantor or otherwise, and the Grantee shall not be responsible for any loss whatsoever occasioned by acting or not acting thereon, as the case may be, except to the extent any such loss, costs, damages or inconvenience are determined by a final judgment to have directly resulted from the intentional or gross fault of the Grantee, and it may employ any third party assistance as may be necessary for the performance of its duties and may reasonably and adequately compensate such agents and attorneys for all such information or such legal or other advice or assistance as aforesaid;

• 7.5.2 the Grantee shall have, as regards any administration by it of the Hypothecated Property and as regards all the powers and discretions vested in it under the terms of this Deed or any applicable provision of any Applicable Law, absolute discretion as to the exercise thereof, whether in respect of the manner, the mode or the time for the exercise thereof, and the Grantee shall not be in any way responsible for any loss, costs, damages or inconvenience whatsoever that may result from the exercise or non-exercise thereof, except to the extent any such loss, costs, damages or inconvenience are determined by a final judgment to have directly resulted from the intentional or gross fault of the Grantee;
• 7.5.3 the Grantee may appoint, designate or employ as their sub-agents, any attorneys, bankers, receivers, advocates, mandataries, agents, officers or other Persons and any national firm of independent chartered accountants of recognized standing in order to act for and in the name of the Grantee in any realization of the whole or any part of the Hypothecated Property and such sub-agent:

(a) shall only be authorized to act under the terms of demands, requests or instructions issued or mode by the Grantee in respect of any procedure, act, power, right, matter or thing relating to or granted under the terms of its mandate; and

(b) may be replaced by any Person which the Grantee shall have accepted;

it being expressly understood, however, that the Grantee shall not in any way be responsible for the misconduct of any such sub-agent so appointed or for any loss whatsoever resulting from such misconduct or any failing of any such sub-agent and the Grantee shall not be bound to supervise the actions of any such sub-agent, except if such loss is determined by a final judgment to have directly resulted from the intentional or gross fault of the Grantee in appointing, designating or employing any such sub-agent, mandatary or other representative.

7.6 Limitation of Grantee's Liability in Acting.

The Grantee shall not be responsible or liable for any debts contracted by it, for damages to Persons or property or for salaries or non-fulfilment of contracts during any period wherein the Grantee shall take possession of the Hypothecated Property pursuant to the terms of any Applicable Law or this Deed, except to the extent such debts, damages, salaries or non-fulfilment of contracts are determined by a final judgment to have directly resulted from the intentional or gross fault of the Grantee, nor shall the Grantee be liable to account except in respect of amounts actually received or be liable for any loss on realization or for any default or omission for which a hypothecary or secured creditor might be liable, and the Grantee shall not be bound to do, observe or perform or to see to the observance or performance by the Grantor of any of the obligations or covenants imposed upon the Grantor under this Deed nor in any way to supervise or interfere with the conduct of the Grantor's business, unless and until the security created under this Deed has become enforceable and the Grantee shall have become bound to enforce the same and shall have been kept supplied with moneys reasonably necessary to provide for the expense of the required action and with satisfactory indemnity as aforesaid.

7.7 Protection of Persons Dealing with the Grantee.

No Person dealing with the Grantee or its representatives shall be concerned to inquire whether the security created under this Deed has become enforceable, or whether the right or power which the Grantee is purporting to exercise has become exercisable, or whether any money is due by the Grantor to the Grantee, or as to the necessity or expediency of the stipulations and conditions subject to which any sale shall be made, or otherwise as to the propriety or regularity of any sale or of any other dealing by the Grantee with the Hypothecated Property pursuant to the terms of any Applicable Law or this Deed or to see to the application of any money paid to the Grantee, and, in the absence of fraud on the part of such Person, such dealing shall be deemed, so far as regards the safety and protection of such Persons, to be within the powers conferred under this Deed and to be valid and effectual accordingly.

7.8 Uncontrolled Discretion to Exercise Powers.

The Grantee, except as otherwise provided in this Deed, the Royalty Agreement or the Applicable Law, shall, as regards all the rights, powers, authorities and discretions vested in it, have absolute and uncontrolled discretion as to the exercise thereof, whether in relation to the manner or as to the mode and time for the exercise thereof, and it shall be in no way responsible for any loss, cost, damages or inconvenience that may result from the exercise or non-exercise thereof, except to the extent such loss, costs, damages or inconvenience are determined by a final judgment to have directly resulted from the intentional or gross fault of the Grantee.

7.9 Not Liable for Defects in Title.

The Grantee shall not be liable for or by reason of any failure or defect of title to or any Encumbrance upon the Hypothecated Property, or for or by reason of the statements of facts or recitals contained in this Deed or be required to verify the same.

ARTICLE 8

MISCELLANEOUS

8.1 Separate Security.

To the extent this may become applicable, the present Deed and the hypothec created therein shall be in addition to and not in substitution for, any other security held by the Grantee for the fulfilment of the Obligations and shall thus not operate as a novation of any Obligation of the Grantor towards the Grantee.

8.2 Continuing Security.

The hypothec created herein shall constitute continuing security which shall remain in full force and effect as long as the Royalty Agreement shall be in force and effect.

Upon the written request of the Grantor given at any time on or after the termination of the Royalty Agreement, the Grantee shall, at the expense of the Grantor, execute and deliver to the Grantor such releases and discharges as the Grantor may reasonably request.

For greater certainty, the Grantee shall also release the Grantor from the hypothecs created herein upon any transferee, purchaser, lessee or assignee of the Grantor's right, title and interest in the KéMag Project portion of the Property (as defined in the Royalty Agreement) located in the Province of Québec delivering to the Grantee the instrument in writing required pursuant to Section 10.3(a) of the Royalty Agreement, and, upon the occurrence of such an event, the Grantee shall, at the expense of the Grantor, execute and deliver to the Grantor such releases and discharges as the Grantor may reasonably request.

For the avoidance of doubt, nothing in this Section or this Deed shall preclude the termination or release of the hypothec in respect of the Grantor or the Hypothecated Property, in whole or in part, by the effect of the Applicable Law or in the cases provided by Applicable Law, or at the choice of the Grantee, and, upon the occurrence of any such event, the Grantee shall, at the expense of the Grantor, execute and deliver to the Grantor such releases and discharges as the Grantor may reasonably request.

8.3 Notice.

Except as otherwise specified herein, all notices, requests, demands or other communications to or upon the respective parties hereto shall be given or made, or be deemed to have been duly given or made, in accordance with the terms of the Royalty Agreement.

8.4 Severability.

Any provision of this Deed which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction.

8.5 Governing Law.

This Deed and the interpretation and enforcement thereof shall be governed by and in accordance with the laws of the Province of Québec and the federal laws of Canada applicable therein. The Grantor irrevocably submits to the exclusive jurisdiction of the courts of the Province of Québec with respect to any manner arising hereunder or in relation herewith.

8.6 Formal Date.

For the purposes of convenience, this Deed may be referred to as bearing formal date of ⚫, 2020 irrespective of the actual date of its execution.

8.7 Successors and Assigns.

This Deed of Hypothec shall enure to the benefit of and shall be binding upon the parties hereto and their respective successors and permitted assigns.

ARTICLE 9

LANGUAGE

9.1 English Language.

The parties hereto have expressly required that the present Deed and all deeds, documents and notices relating thereto be drafted in the English language.

9.2 Langue Anglaise.

Les parties aux présentes ont expressément exigé que le présent acte et tous les autres contrats, documents et avis qui y sont afférents soient rédigés en langue anglaise.

ARTICLE 10

SCHEDULE

The following is the Schedule of this Deed herein referred to:

FIRST SCHEDULE

KÉMAG PROJECT MINING CLAIMS

DESCRIPTION

(a) [Number (⚫)] mining claims located in the Township of ⚫, Municipality of ⚫, in the Province of Québec respectively registered under file numbers ⚫ to ⚫ of the Register of the Real Rights of State Resource Development of the Registration Division of ⚫ as follows: ⚫

WHEREOF ACT, done and passed al the City of Montreal on the date aforesaid, and remains of record in the office of the undersigned Notary under minute number ⚫ (⚫).

And the parties, after having declared to have taken cognizance of these presents and having exempted the undersigned Notary from reading them or causing them to be read, signed these presents, all in the presence of the undersigned Notary.

NEW MILLENNIUM IRON CORP.

Per: ⚫

PARTY OF THE FIRST PART

TS GLOBAL MINERALS HOLDINGS PTE. LTD.

Per:

PARTY OF THE SECOND PART

⚫, Notary

• 16 -

A true copy of the original hereof remaining of record in my office.

SCHEDULE C

PERMITTED ENCUMBRANCES

LabMag Property

Gross Revenue Royalty payable to Franco-Nevada Corporation (by virtue of a royalty purchase agreement dated August 1, 2018) pursuant to that certain Royalty Agreement dated August 11, 2004 among LabMag Mining Corp., Naskapi Nation of Kawawachikamach and NML, as amended October 23, 2006, as supplemented by an addendum to the Royalty Agreement dated January 1, 2009, and as further amended by Amendment No. 2 to the Royalty Agreement dated September 25, 2009 (collectively, the "FNV Royalty"); provided, however, that each the Parties acknowledge and agree that: (1) the FNV Royalty is only a Permitted Encumbrance in respect of the LabMag project property portion of the Property located in the Province of Newfoundland and Labrador; and (2) the FNV Royalty is not and will not constitute a Permitted Encumbrance in respect of the KéMag project property portion of the Property located in the Province of Québec, nor in respect of the Security filed in the Province of Québec.

SCHEDULE 2 FORM OF MUTUAL RELEASE OF OBLIGATIONS

MUTUAL RELEASE

BETWEEN: TS GLOBAL MINERALS HOLDINGS PTE. LTD. ("TSGMH")

AND: TATA STEEL MINERALS CANADA LTD. ("TSMC")

AND: TSMUK LTD ("TSMUK", and together with TSGMH and TSMC, the "Tata Steel Group")

AND: NEW MILLENNIUM IRON CORP. ("NML", and together with the Tata Steel Group, the "Parties")

RECITALS:

A. Pursuant to that certain reorganization agreement dated August [●], 2020 (the "Reorganization Agreement") among NML and the Tata Steel Group, NML and the Tata Steel Group have agreed to execute and deliver this Mutual Release.

NOW THEREFORE the Parties agree as follows:

1. Release of the Tata Steel Group

To the extent permitted by Law, NML hereby irrevocably acquits, releases and discharges the Tata Steel Group and its affiliates, directors, officers, employees, shareholders, principals, attorneys, agents and representatives and each of its respective affiliates, directors, officers, employees, shareholders, principals, attorneys, agents, heirs, executors, administrators, legal representatives and assigns, of and from any and all actions, causes of action, suits, debts, duties, accounts, bonds, covenants, contracts, claims, grievances and demands of any and every kind and nature whatsoever, whether implied or expressed and whether known or unknown, and whether arising contractually, at law or in equity, or under any statute, which NML ever had or now has, that existed prior to or as of the Closing Date or that arise in the future from events or occurrences taking place prior to or as of the Closing Date, except that nothing in this Mutual Release will constitute a release or discharge of any other covenants, agreements or other obligations of the Tata Steel Group pursuant to the Reorganization Agreement, the royalty agreements entered into in respect of the Taconite Royalty or any other agreement ancillary to the Reorganization Agreement.

2. Release of NML

To the extent permitted by Law, the Tata Steel Group hereby irrevocably acquits, releases and discharges NML and its affiliates, directors, officers, employees, shareholders, principals, attorneys, agents and representatives and each of its respective affiliates, directors, officers, employees, shareholders, principals, attorneys, agents, heirs, executors, administrators, legal representatives and assigns, of and from any and all actions, causes of action, suits, debts, duties, accounts, bonds, covenants, contracts, claims, grievances and demands of any and every kind and nature whatsoever, whether implied or expressed and whether known or unknown, and whether arising contractually, at law or in equity, or under any statute, which the Tata Steel Group ever had or now has, that existed prior to or as of the Closing Date or that arise in the future from events or occurrences taking place prior to or as of the Closing Date, except that nothing in this Mutual Release will constitute a release or discharge of any other covenants, agreements or other obligations of NML pursuant to the Reorganization Agreement, the royalty agreements entered into in respect of the Taconite Royalty or any other agreement ancillary to the Reorganization Agreement.

3. No Claims

NML and the Tata Steel Group will not bring, on NML's or the Tata Steel Group's behalf, as applicable, any claim released pursuant to Section 1 or Section 2, respectively.

4. General

• (a) Capitalized terms used but not defined in this Mutual Release have the meanings given to them in the Reorganization Agreement.
• (b) This Mutual Release is governed by the laws of the Province of Quebec and the laws of Canada applicable therein. Any litigation regarding the application or the interpretation of this Mutual Release shall exclusively be brought before the courts of the judicial district of Montreal.
• (c) If any provision or part of this Mutual Release is found to be void or invalid by a court of competent jurisdiction, such void or invalid provision or part will be deemed to be severed from this Mutual Release without in any way affecting the validity, enforceability or effect of any of the remaining provisions or parts, which will remain in full force and effect.
• (d) This Mutual Release shall be binding upon and enure to the benefit of each of the Parties and their respective successors and assigns.
• (e) This Mutual Release may be signed in counterparts, each of which will be deemed to be an original and both of which taken together will be deemed to constitute one and the same instrument. To evidence its signing of an original counterpart of this Agreement, a Party may send a copy of its original signature on the signature page to the other Party by email in PDF format or by other electronic transmission and such transmission will constitute delivery of a signed copy of this Mutual Release to the receiving Party.
• DATED [●], 2020

[Signature pages follow.]

The Parties have signed this Mutual Release on the date first above written.

TS GLOBAL MINERALS HOLDINGS PTE. LTD.

By:

Name: Title:

TATA STEEL MINERALS CANADA LTD.

By:

Name: Title:

TSMUK LTD

By:

Name: Title:

NEW MILLENNIUM IRON CORP.

By:

Name: Title: