Champion Iron Limited — Proxy Solicitation & Information Statement 2020

Feb 13, 2020

PROXY FORM

REGISTERED OFFICE:

1[ST] FLOOR

91 EVANS STREET

ROZELLE NSW 2039

CHAMPION IRON LIMITED

(the “ Company ”)

SHARE REGISTRY:

TSX TRUST COMPANY All Correspondence to: 301 – 100 Adelaide Street West Toronto, Ontario M5H 4H1 Canada FOR ALL ENQUIRIES CALL: (within Canada and the US) 1-866-600-5869

FACSIMILE: 416-595-9593

SECTION A: Appointment of Proxy

I/We, the above named, being registered holders of the Company and entitled to attend and vote hereby appoint:

The meeting Chairperson OR

The name of the person you are appointing (if this person is someone other than the Chairperson of the meeting)

or failing the person named, or if no person is named, the Chairperson of the meeting, as my/our Proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the Proxy sees fit) at the Scheme Meeting of the Company to be held at 8:00 PM (Montréal time) on Wednesday, 11 March 2020 (which corresponds to 11:00 AM on Thursday, 12 March 2020 in Sydney) at the Sydney offices of Ashurst Australia, Level 11, 5 Martin Place, Sydney NSW 2000 and at any adjournment of that meeting (the “Meeting”).

THIS FORM IS NOT FOR USE IN CONNECTION WITH THE EXTRAORDINARY GENERAL MEETING OR THE BUYBACK RESOLUTION

SECTION B: Voting Directions to your Proxy

Please mark "X" in the box to indicate your voting directions to your Proxy. The Chairperson of the Meeting intends to vote undirected proxies in FAVOUR of all the resolutions.

Voting restrictions for each of the resolutions are described in the Notice of Meeting.

For Against Abstain*

Resolution

1. Arrangement for the acquisition of the Company by Champion Iron Inc. (Champion Canada)

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That pursuant to and in accordance with section 411 of the Corporations Act 2001 (Cth) the scheme of arrangement proposed between the Company and the holders of its ordinary shares, the terms of which are described in the explanatory memorandum dated 5 February 2020 ("the Scheme"), is approved and the Board of Directors of the Company is authorised to agree to such alterations or conditions as are thought fit by the Court and, subject to approval of the Scheme by the Court, to implement the Scheme with any such alterations or conditions.

If no directions are given my proxy may vote as the proxy thinks fit or may abstain. If you mark the Abstain box for a particular item, you are directing your Proxy not to vote on your behalf on a For Against Ab* show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

The Chairperson of the Meeting intends to vote undirected proxies in favour of all resolutions.

SECTION C: Please Sign Below

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Security Holder	Security Holder 2	Security Holder 3
	Security Holder 2
Sole Director and Sole Company Secretary	Director	Director / Company Secretary

Proxies must be received by TSX Trust Company no later than 8:00 pm (Montreal time) on Monday, 9 March 2020.

ONLINE PROXY SERVICE

1. Go to www.voteproxyonline.com

CONTROL NUMBER:

1. Enter the 12 digit Control Number to access the voting area.

NOTES

1. Name and Address

This is the name and address on the Share Register of the Company. If this information is incorrect, please make corrections on this form. Shareholders sponsored by a broker should advise their broker of any changes. Please note that you cannot change ownership of your shares using this form. 5. Signing Instructions

2. Appointment of a Proxy

If the person you wish to appoint as your Proxy is someone other than the Chairperson of the Joint Holding: where the holding is in more than one name, all of the Meeting please write the name of that person in Section A. Shareholders must sign.

If you leave this section blank, or your named Proxy does not attend the meeting, the Chairperson

of the Meeting will be your Proxy. A Proxy need not be a shareholder of the Company. Power of Attorney: to sign under Power of Attorney you must have already

3. Directing your Proxy how to vote lodged this document with the Company's share registry. If you have not To direct the Proxy how to vote place an "X" in the appropriate box against each item in Section previously lodged this document for notation, please attach a certified B. Where more than one Proxy is to be appointed and the proxies are to vote differently, then two photocopy of the Power of Attorney to this form when you return it. separate forms must be used to indicate voting intentions.

Companies: where the Company has a Sole Director who is also the Sole 4. Appointment of a Second Proxy

You are entitled to appoint up to two (2) persons as proxies to attend the meeting and vote on a Company Secretary, this form must be signed by that person. If the Company poll. If you wish to appoint a second Proxy, an additional Proxy form may be obtained by (pursuant to section 204A of the Corporations Act 2001) does not have a telephoning the Company's share registry 1-866-600-5869 or you may photocopy this form.Company Secretary, a Sole Director may sign alone. Otherwise this form must

To appoint a second Proxy you must:Secretary. Please indicate the office held in the appropriate place.

• (a) On each of the Proxy forms, state the percentage of your voting rights or number of securities If a representative of the corporation is to attend the meeting the appropriate "Certifiappli ca ble to that form. If the appointments do not specify the percentage or number of votes te of Appointment of Corporate Representative" should be lodged with the Company before the meeting or at the registration desk on the day of that each Proxy may exercise, each Proxy may exercise half of your votes; and

• (b) Return both forms in the same envelope. the meeting. A form of the certificate may be obtained from the Company's

share registry.

5. Signing Instructions

Individual: where the holding is in one name, the Shareholder must sign.

Joint Holding: 6. Lodgement of Proxy where the holding is in more than one name, all of the Shareholders must sign.

Power of Attorney:received by Secur to s gn under Power of Attorney you must have already lodged this document i ty Transfer Registrars Pty Ltd no later than 10.00am with the Company's share registry. If you have not previously lodged this document for notation, (Sydney time) on Wednesday 27 August 2014, being 48 hours before the time please attach a certified photocopy of the Power of Attorney to this form when you return it.for holding the meeting. Any Proxy form received after that time will not be

valid for the scheduled meeting.

Companies: where the company has a sole director who is also the sole company secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a company secretary, a sole director may sign alone. Otherwise this Security Transfer Registrars Pty Ltd form must be signed by a director jointly with either another director or company cecretary. Please PO BOX 535 indicate the office held in the appropriate place. Applecross, Western Australia 6953

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Street Address: Appointment of Corporate Representative” should be lodged with the Company before the meeting or at the registration desk on the day of the meeting. A form of the certificate may be Alexandrea House, Suite 1 obtained from the Company's share registry. 770 Canning Highway

Applecross, Western Australia 6153

6. Lodgement of Proxy

Proxy forms (and any Power of Attorney under which it is signed) must be received by TSX Trust Company no later than 8:00 pm (Montreal Telephone +61 8 9315 2333 time) on Monday, March 9, 2020, being 48 hours before the time for holding the meeting. Any Proxy form received after that time will not be valid for the scheduled meeting. Facsimile +61 8 9315 2233

For assistance, please contact TSX Trust Company: Email registrar@securitytransfer.com.au

Mail: TSX Trust Company Online www.securitytransfer.com.au 301 – 100 Adelaide Street West Toronto, ON M5H 4H1 Canada Telephone: (416) 342-1091 Facsimile: (416) 595-9593 Email: TMXEInvestorServices@tmx.com