Champion Iron Limited — Proxy Solicitation & Information Statement 2020

Feb 13, 2020

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Champion Iron Limited (ABN 34 119 770 142)

Notice is given that an extraordinary meeting of shareholders ( Extraordinary General Meeting ) of Champion Iron Limited ( Company or Champion Australia ) will be held at the Sydney offices of Ashurst Australia, Level 11, 5 Martin Place, Sydney, NSW 2000, Australia at 11.30 am (Sydney time) on 12 March 2020 (which corresponds to 8.30 pm on 11 March 2020 in Montréal) or as soon as practicable after the conclusion of the Scheme Meeting.

Capitalised terms in this Notice of Extraordinary General Meeting that are not otherwise defined have the same meaning as is given to those terms in the enclosed Explanatory Memorandum.

BUSINESS OF THE MEETING

The purpose of the Extraordinary General Meeting to be held pursuant to this Notice of Extraordinary General Meeting is to consider and, if thought fit, to approve the following special resolution under section 257D of the Corporations Act 2001 (Cth).

Buy Back Resolution

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an special resolution :

" That, pursuant to section 257D of the Corporations Act, approval is given for the terms of the Buy Back Agreement between Champion Australia and TSX Trust Company for the selective buy back of the Special Voting Share on the terms and conditions set out in the Explanatory Memorandum. "

Voting Exclusion:

Champion Australia will disregard any votes cast in favour of the resolution by or on behalf of TSX Trust Company or an associate of TSX Trust Company. However, this does not apply to a vote cast in favour of a resolution by (i) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way or (ii) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides or (iii) a holder acting solely in a custodial, nominee, trustee or other fiduciary capacity on behalf of a beneficiary, provided the following conditions are met (a) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution and (b) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

By order of the Board

Steve Boucratie

Vice President, General Counsel and Corporate Secretary

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NOTES

Information Statement and Explanatory Memorandum

To enable you to make an informed decision about attending the Extraordinary General Meeting and voting on the Buy Back Resolution, information on the Buy Back is set out in the Information Statement in Section 11 of the Explanatory Memorandum accompanying this Notice of Extraordinary General Meeting. The Explanatory Memorandum enclosed with this Notice of Extraordinary General Meeting forms part of this Notice of Extraordinary General Meeting. You should read the Explanatory Memorandum and the accompanying appendices in their entirety before making a decision whether and as to how to vote on the Buy Back Resolution.

The purpose of the Information Statement in Section 11 of the Explanatory Memorandum is to set out the information known to the Company that is material to the decision how to vote on the Buy Back Resolution.

Capitalised terms which are defined in Section 13 of the Explanatory Memorandum which accompanies this Notice of Extraordinary General Meeting have the same meaning when used in this Notice of Extraordinary General Meeting unless the context clearly indicates a different meaning.

Approval of the Buy Back Resolution

Pursuant to section 257D of the Corporations Act, the Buy Back Resolution must be approved by a special resolution passed at a general meeting of the Company, with no votes being cast in favour of the resolution by TSX Trust Company (being the person whose shares are proposed to be bought back) or by the associates of TSX Trust Company. A special resolution is a resolution passed by at least 75% of votes cast by shareholders entitled to vote on the resolution.

Entitlement to Attend and Vote

In accordance with Regulation 7.11.37 of the Corporations Regulations, the Champion Australia Board has determined that persons who are registered holders of Champion Australia Shares as at 7.00 pm on 10 March 2020, which corresponds to 4.00 am on 10 March 2020 in Montréal, are entitled to attend and vote at the Extraordinary General Meeting. Accordingly, transactions registered after that time will be disregarded for determining which Champion Australia Shareholders are entitled to attend and vote at the Extraordinary General Meeting.

In accordance with Canadian securities regulation, Canadian Beneficial Owners as of 7.00 pm (Montréal time) on 27 January 2020 (the Beneficial Ownership Determination Date ) are entitled to receive notice of the Extraordinary General Meeting and to provide instructions to vote at the Extraordinary General Meeting.

All persons attending the Extraordinary General Meeting are asked to arrive at least 30 minutes prior to the time the Extraordinary General Meeting is scheduled to begin, so that their shareholding may be checked against the Champion Australia Register, their proxy, power of attorney or appointment as corporate representative verified (as applicable) and their attendance noted.

Voting

To vote, Champion Australia Shareholders should:

• (a) attend and vote in person at the Extraordinary General Meeting; or

• (b) appoint a proxy (or attorney or corporate representative) to vote on their behalf at the Extraordinary General Meeting.

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The Chairman has determined that the vote on the Buy Back Resolution will be conducted by way of a ballot or poll. As such, each Champion Australia Shareholder is entitled to one vote on the Buy Back Resolution for each fully paid Champion Australia Share held.

Voting by Proxy

A Champion Australia Shareholder entitled to attend and vote at the Extraordinary General Meeting may appoint an individual or a body corporate as a proxy. If a body corporate is appointed as a proxy, that body corporate must ensure that it appoints a corporate representative in accordance with section 250D of the Corporations Act to exercise its powers as proxy at the Extraordinary General Meeting.

A proxy need not be a Champion Australia Shareholder.

A Champion Australia Shareholder may appoint up to two proxies and specify the number or proportion of votes each proxy may exercise. If the Champion Australia Shareholder does not specify the number or proportion of votes to be exercised, each proxy may exercise half of the Champion Australia Shareholder's votes.

The appointment of a proxy or proxies does not preclude a Champion Australia Shareholder from attending in person and voting at the Extraordinary General Meeting. In these circumstances, only the Champion Australia Shareholder - and not their proxy or proxies - is entitled to vote.

You should consider how you wish your proxy to vote - that is, whether you wish your proxy to vote "For" or "Against", or to abstain from voting on, the Buy Back Resolution (and on each other matter put to the vote of the Extraordinary General Meeting), or whether to leave the decision to the appointed proxy after discussion at the Extraordinary General Meeting.

If you do not instruct your proxy on how to vote, your proxy may vote (or abstain from voting) as they see fit at the Extraordinary General Meeting.

Champion Australia Shareholders entitled to attend the Extraordinary General Meeting and vote on the Buy Back Resolution who return their Proxy Forms but do not nominate the identify of a proxy will be taken to have nominated the Chairman of the Extraordinary General Meeting as their proxy to vote on their behalf. If the Proxy Form is returned, but the nominated proxy does not attend the Extraordinary General Meeting, the Chairman of the Extraordinary General Meeting will act in the place of the nominated proxy and vote (or abstain from voting) in accordance with the instructions on the Proxy Form.

The Champion Australia Board intends to vote all valid undirected proxies which it receives for (or in favour of) the Buy Back Resolution.

Details for completion and lodgement of proxies are on the reverse side of the Proxy Form . To be effective, the proxy must be received at the relevant Registry no later than 11.30 am (Sydney time) on 10 March 2020 (which corresponds to 8.30 pm on 9 March 2020 in Montréal). Proxies must be received before that time by one of the following methods:

In Australia:

By email: mailto:meetings@automicgroup.com.au

By post: Champion Iron Limited c/o - Automic Group Limited PO Box 5193 Sydney NSW 2001 Australia

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Facsimile: +61 2 8583 3040 By delivery: Automic Group Limited Level 5, 126 Phillip Street Sydney NSW 2000 Australia In Canada: Online: www.voteproxyonline.com By email: TmxeProxySupport@tmx.com By post and delivery: Champion Iron Limited c/o - TSX Trust Company Suite 301, 100 Adelaide Street West Toronto ON M5H 4H1 Canada Facsimile: +1 416 595 9593

Voting by Attorney

A Proxy Form and the original power of attorney, if any, under which the Proxy Form is signed (or a certified copy of that power of attorney or other authority) must be received by Champion Australia no later than 11.30 am (Sydney time) on 10 March 2020 (which corresponds to 8.30 pm on 9 March 2020 in Montréal), being not less than 48 hours before the Extraordinary General Meeting.

The appointment of an attorney does not preclude a Champion Australia Shareholder from attending in person and voting at the Extraordinary General Meeting. In these circumstances, only the Champion Australia Shareholder - and not their attorney - is entitled to vote.

Corporate Representatives

A body corporate that is a Champion Australia Shareholder or that has been appointed as a proxy is entitled to appoint any person to act as its representative at the Extraordinary General Meeting. The appointment of the representative must comply with the requirements under section 250D of the Corporations Act. The representative should bring to the Extraordinary General Meeting a properly executed "Certificate of Appointment of Corporate Representative" (available from the Registries) confirming his or her authority to act as the Champion Australia Shareholder's representative.

Jointly held Champion Australia Shares

If any Champion Australia Share is jointly held, only one of the joint holders is entitled to vote at the Extraordinary General Meeting. If more than one Champion Australia Shareholder votes in respect of a jointly held Champion Australia Share, only the vote of the shareholder whose name appears first on the Champion Australia Register will be counted.

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Voting information for Champion Australia Shareholders who hold their Champion Australia Shares in Canada with TSX Trust Company as Canadian transfer agent

If you hold your Champion Australia Shares with TSX Trust Company as Canadian transfer agent and your name appears on the certificate representing your Champion Australia Shares, you are a registered shareholder of Champion Australia (a Canadian Registered Shareholder ).

Your Champion Australia Shares may not be registered in your name but in the name of an intermediary (which is usually a bank, trust company, securities dealer or stock broker, or a clearing agency in which such an intermediary participates). If Champion Australia Shares are listed in an account statement provided to you by an intermediary, then it is likely that those Champion Australia Shares will not be registered in your name, but under the intermediary's name or under the name of a depository (such as CDS & Co.). If you hold your Champion Australia Shares with TSX Trust Company as Canadian transfer agent and your Champion Australia Shares are registered in the name of an intermediary or a nominee, you are a non-registered or beneficial shareholder of Champion Australia (a Canadian Beneficial Owner ).

Canadian securities regulation, particularly Regulation 54-101 respecting Communication with Beneficial Owners of Securities of a Reporting Issuer (the Beneficial Owner Communication Regulation ), requires Champion Australia to explain in plain language how a Canadian Beneficial Owner is able to exercise their votes at the Extraordinary General Meeting. Champion Australia has elected not to use the notice and access procedures under the Beneficial Owner Communication Regulation to send the Explanatory Memorandum to Champion Australia Shareholders.

(a) Canadian Registered Shareholders

If you are a Canadian Registered Shareholder, you can vote your Champion Australia Shares at the Extraordinary General Meeting. Your vote can be cast by you in person and counted at the Extraordinary General Meeting. If you wish to vote in person at the Extraordinary General Meeting, do not complete or return the Proxy Form included with this Explanatory Memorandum. If you do not wish to attend the Extraordinary General Meeting or do not wish to vote in person, you should complete and deliver a Proxy Form. Please refer to Sections 2.5 to 2.8 of the Explanatory Memorandum for information on how to appoint a proxy to vote in your stead.

(b) Canadian Beneficial Owners

Canadian Beneficial Owners should be aware that only Champion Australia Shareholders whose names appear on the Canadian Register (ie Canadian Registered Shareholders) are entitled to vote at the Extraordinary General Meeting. The purpose of the procedures described below is to permit Canadian Beneficial Owners as of the Beneficial Ownership Determination Date to direct the voting of the Champion Australia Shares they beneficially own in accordance with the Beneficial Owner Communication Regulation. There are two categories of Canadian Beneficial Owners. Canadian Beneficial Owners who have provided instructions to an intermediary that they do not object to the intermediary disclosing ownership information about them to Champion Australia are considered to be non-objecting beneficial owners or NOBOs . Canadian Beneficial Owners who have objected to an intermediary providing ownership information about them to Champion Australia are objecting beneficial owners or OBOs .

Pursuant to the Beneficial Owner Communication Regulation, Champion Australia can elect to send the Explanatory Statement to, and receive Voting Instruction Forms from, NOBOs. This must be done by an intermediary in relation to OBOs, who wish to remain anonymous to Champion Australia.

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The Explanatory Memorandum is being sent to both Canadian Registered Shareholders and Canadian Beneficial Owners in accordance with the Beneficial Owner Communication Regulation. Champion Australia has assumed or will assume the costs of mailing the Explanatory Memorandum to the NOBOs and the OBOs. If you are a Canadian Beneficial Owner and Champion Australia or its agent has sent the Explanatory Memorandum directly to you, your name and address and information about your holdings of Champion Australia Shares have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf.

By choosing to send these materials to you directly, Champion Australia (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions.

Voting procedure for Canadian Beneficial Owners who receive the Explanatory Memorandum and a Voting Instruction Form from TSX Trust Company

If you have received a VIF from the Canadian Registry, you may return it to the Canadian Registry:

• (i) by regular mail in the return envelope provided;

• (ii) by fax at 416 595 9593; or

• (iii) by voting online at www.voteproxyonline.com and entering your control number as instructed on the log on page.

Detailed instructions of how to submit your vote will be on the VIF.

Voting procedure for Canadian Beneficial Owners who receive the Explanatory Memorandum and a Voting Instruction Form from an intermediary

Intermediaries (which are usually banks, trust companies, securities dealers or stock brokers, or clearing agencies in which such an intermediary participates), which are the registered holders of Champion Australia Shares, can only vote the Champion Australia Shares if instructed to do so by the Canadian Beneficial Owners. Every intermediary has its own mailing procedure and provides its own instructions. You should consider and follow the instructions which your intermediary provides to you (or which are otherwise contained in the contract between you and your intermediary). Typically, a Canadian Beneficial Owner will be given a VIF, which must be completed and signed by the Canadian Beneficial Owner in accordance with the instructions provided by the intermediary. The purpose of this VIF is to give the intermediary permission on how to vote on behalf of or otherwise represent the Canadian Beneficial Owner. A Canadian Beneficial Owner cannot use this VIF to vote or otherwise represent Champion Australia Shares in person at the Extraordinary General Meeting.

If you are a Canadian Beneficial Owner and have been provided with a VIF from your intermediary, you may be given the option of voting by telephone or facsimile – follow the instructions on the VIF. You will likely be able to vote by Internet by accessing www.proxyvote.com, the URL or web address as provided in the VIF, entering the control number that appears on the VIF, indicating your vote on each proposal and selecting "final submission". Any such vote is an instruction to your intermediary as to how you wish to vote. It is not a vote cast by you in person at the Extraordinary General Meeting.

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Canadian Beneficial Owners should follow the instructions on the forms they receive and contact their intermediaries promptly if they need assistance.

The majority of intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge Investor Communication Solutions ( Broadridge ). Broadridge mails the VIF to the Canadian Beneficial Owners as of the Beneficial Ownership Determination Date and asks these Canadian Beneficial Owners to return the VIF to Broadridge. Broadridge then tabulates the results of all VIFs received from Canadian Beneficial Owners as of the Beneficial Ownership Determination Date respecting the Champion Australia Shares to be represented at the Extraordinary General Meeting. The VIF must be returned to Broadridge well in advance of the Extraordinary General Meeting in order to have the Champion Australia Shares voted or otherwise represented at the Extraordinary General Meeting.

Please take note that proxies returned by intermediaries as "non-votes" because either the intermediary has not received instructions from the Canadian Beneficial Owner with respect to the voting of certain Champion Australia Shares or, under applicable regulatory rules, the intermediary does not have the discretion to vote those Champion Australia Shares on one or more of the matters that come before the Extraordinary General Meeting, will be treated as not entitled to vote on any such matter and will not be counted as having been voted in respect of any such matter. Champion Australia Shares represented by these intermediary "non-votes" will, however, be counted in determining whether or not there is a quorum.

(c) Revocation of Proxy Forms and Voting Instruction Forms for Canadians

A Canadian Registered Shareholder who executes and returns a Proxy Form may revoke it to the extent it has not been exercised by depositing a written instrument executed by that Canadian Registered Shareholder or his, her or its attorney or by transmitting by telephonic or electronic means a revocation that is signed by electronic signature, or, if the Canadian Registered Shareholder is a corporation, by written instrument executed (under corporate seal if so required by the rules and laws governing the corporation) by a duly authorised signatory of that corporation:

• (i) with the Canadian Registry, TSX Trust Company, 100 Adelaide Street West, Suite 301, Toronto, Ontario M5H 4H1, facsimile: +1 (416) 595-9593, Attention: Proxy Department, at any time up to the close of business on the last Business Day prior to the Extraordinary General Meeting;

• (ii) with the Chairman of the Extraordinary General Meeting on the day of the Extraordinary General Meeting at any time prior to a vote being taken in reliance on that proxy; or

(iii) in any other manner permitted by law.

A Canadian Beneficial Owner may revoke a VIF or may revoke a waiver of the right to receive meeting materials or a waiver of the right to vote given to an intermediary at any time by written notice to the intermediary, except that an intermediary is not required to act on any such revocation that is not received by the intermediary well in advance of the Extraordinary General Meeting.

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