Champion Iron Limited

This Management Information Circular and the accompanying materials require your immediate attention. If you are in doubt as to how to deal with these documents or the matters to which they refer, please consult a professional advisor.

MANAGEMENT INFORMATION CIRCULAR

FOR THE

ANNUAL GENERAL MEETING

OF THE

SHAREHOLDERS

OF

To be held at 6:00 p.m. (Montreal time) on August 24, 2022 (which corresponds to 8:00 a.m. (Sydney time) on August 25, 2022)

Dated as of July 20, 2022

YOUR VOTE AS A SHAREHOLDER IS IMPORTANT

PROXY SOLICITATION

This Management Information Circular (the “ Circular ”) is furnished in connection with the solicitation by management of Champion Iron Limited (“ Champion ” or the “ Company ”) of proxies to be used at the Annual General Meeting (the “ Meeting ”) of the shareholders of the Company (the “ Shareholders ”), to be held at 6:00 p.m. (Montreal time) on August 24, 2022, which corresponds to 8:00 a.m. (Sydney time) on August 25, 2022, and at any adjournments thereof, for the purposes set forth in the notice of the Meeting (the “ Notice ”) and explanatory statement (“ Explanatory Statement ” and collectively with the Notice, the “ Notice of Meeting ”) accompanying this Circular. The Meeting will be held at 1000 Gauchetiere Street West, Suite 2500, Montreal, Quebec, H3B 0A2.

The Company is inviting all Shareholders and proxyholders to participate in the Meeting in person or by appointing a proxy to attend on your behalf. You will be able to listen to a livestream of the AGM but you will not be able to vote or ask questions via the livestream. To listen to the livestream, go to https://produceredition.webcasts.com/starthere.jsp?ei=1560859&tp_key=3b3071385e. A summary of the information Shareholders and proxyholders will need to attend the Meeting is provided below.

The Company has retained Kingsdale Advisors as its strategic shareholder advisor and proxy solicitation agent, to assist it in its solicitation of proxies from Shareholders and provide additional services including but not limited to recommending corporate governance best practices. The cost of these proxy solicitation services is approximately C$45,000, as well as certain other fees and disbursements. All costs of this solicitation of proxies by management will be borne by the Company. In addition to the solicitation of proxies by mail, directors, officers and certain employees of the Company may solicit proxies personally by telephone or other telecommunication but will not receive additional compensation for doing so.

The information contained herein is given as of July 20, 2022 unless otherwise noted.

This Circular describes the matters to be acted on at the Meeting and the procedures for attending or appointing proxies to vote at the Meeting.

VOTING INFORMATION

If your name appears on the certificate representing your ordinary shares of the Company (“ Ordinary Shares ” or “ Shares ”), you are a registered shareholder of the Company (a “ Registered Shareholder ”).

Your Ordinary Shares may be registered not 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 Ordinary Shares are listed in an account statement provided to you by a broker, then it is likely that those Ordinary Shares are not registered in your name, but under the broker’s name or under the name of a depository (such as The Canadian Depository for Securities Limited), the nominee for many Canadian brokerage firms. If your Ordinary Shares are registered in the name of an intermediary or a nominee, you are a non-registered, or beneficial, shareholder (a “ NonRegistered Owner ”, “ beneficial owner ” or “ beneficial shareholder ”).

There are two kinds of Non-Registered Owners: (i) those who object to their name being made known to the issuers of securities which they own, known as objecting beneficial owners (“ OBOs ”); and (ii) those who do not object to their name being made known to the issuers of securities which they own, known as non-objecting beneficial owners (“ NOBOs ”).

If you have any questions or need more information about voting your Shares, please contact the Company’s strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors, by calling 1-866-581-0508 (toll free in North America), 416-867-2272 (collect call outside North America), 1-800-155-612 (toll free in Australia) or by email at [email protected].

In accordance with Section 250JA of the Corporations Act, the Company has determined that each vote on the business to be conducted at the Meeting will be conducted by way of a ballot. As such, each Shareholder is entitled to one vote on each resolution for each fully paid Ordinary Share held by such Shareholder.

MEETING MATERIALS

The Company has distributed copies of this Circular, the Notice of Meeting and the accompanying form of proxy (collectively, the “ Meeting Materials ”) directly to Registered Shareholders and NOBOs in Canada and to intermediaries for forward distribution to all OBOs and certain NOBOs. Meeting Materials forwarded to beneficial shareholders will likely not include the Company’s form of proxy but instead an intermediary’s voting instruction form (“ VIF ”) (see

below). Intermediaries are required to deliver the Meeting Materials to beneficial shareholders of the Company and to seek instructions as to how to vote their Ordinary Shares. Brokers or agents can only vote the Ordinary Shares of the Company if instructed to do so by the beneficial shareholder.

The Company will assume the costs of mailing the Meeting Materials to the NOBOs and to the OBOs.

The Company intends to pay for intermediaries to deliver to OBOs the proxy-related materials and Form 54-101F7 – Request for Voting Instructions Made by Intermediary of National Instrument – Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”).

ACCESSING THE MEETING

Shareholders and duly appointed proxies can attend the Meeting in person.

Voting at the Meeting will only be available for Registered Shareholders and duly appointed proxies. Non-Registered Owners who have not been appointed as proxies may attend the Meeting in person but may not vote or submit questions.

Registered Shareholders and duly appointed proxyholders can vote at the appropriate times during the Meeting. Guests, including beneficial shareholders, can physically attend the Meeting but are not able to vote or submit questions.

Shareholders who wish to appoint a third party proxy to represent them at the Meeting must submit their form of proxy or voting instruction form (as applicable) prior to registering their proxy for attendance at the Meeting.

Shareholders must have a valid control number and proxies must have received an email from Automic or TSX Trust Company (as applicable) containing a control number.

All persons attending the Meeting are asked to arrive at least 20 minutes prior to the start of the Meeting so that their shareholding may be checked against the register of members of the Company maintained by the applicable registry, their proxy, power of attorney or appointment as corporate representative verified (as applicable) and their attendance noted.

APPOINTMENT AND REVOCABILITY OF PROXIES

CANADIAN REGISTERED SHAREHOLDERS

If you are a Canadian Registered Shareholder, you can vote your Ordinary Shares at the Meeting. Your vote can be cast in person and counted at the Meeting. If you wish to vote at the Meeting, do not complete or return the form of proxy included with this Circular. If you do not wish to vote, you should complete and deliver a form of proxy in accordance with the instructions given below.

Appointment of Proxy

A form of proxy is enclosed and, if it is not your intention to attend or vote at the Meeting, you are asked to sign, date and return the form of proxy as set out below. The persons named in the enclosed form of proxy are directors or officers of the Company. A Shareholder has the right to appoint a person (who need not be a Shareholder of the Company), other than the persons designated in the enclosed form of proxy, to attend and vote for and on behalf of the Shareholder

at the Meeting. Such right may be exercised by striking out the names of the persons designated in the enclosed form of proxy and by inserting in the blank space provided for that purpose the name of the person to be appointed or by completing another proper form of proxy. Make sure that the person you appoint is aware that he or she is appointed and attends the Meeting.

A Shareholder entitled to attend and vote at the 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 Meeting.

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

Unless the appointment states otherwise, the proxy may exercise all of the powers that the appointing body could exercise at a general meeting or in voting on a resolution.

The form of proxy must be executed in writing or by electronic signature by the Shareholder or his or her attorney duly authorized in writing or, if the Shareholder is a corporation, by instrument in writing executed (under corporate seal if so required by the rules and laws governing the corporation) by a duly authorized signatory of such corporation. If the proxy is executed by a duly authorized attorney or authorized signatory of the Shareholder, the proxy should reflect such person’s capacity following his or her signature and should be accompanied by the appropriate instrument evidencing such person’s qualifications and authority to act (unless such instrument has been previously filed with the Company or TSX Trust Company).

The appointment of a proxy or proxies does not preclude a Shareholder from attending and voting at the Meeting. In these circumstances, if the Shareholder votes, their proxy or proxies are not entitled to vote.

Shareholders should consider how they wish their proxy to vote – that is, whether they wish their proxy to vote “For” or “Against”, or to “Abstain” from voting on, a particular resolution, or whether to leave the decision to the appointed proxy after discussion at the Meeting.

If a Shareholder does not instruct their proxy on how to vote, their proxy may vote (or abstain from voting) as they see fit at the Meeting (subject to any applicable voting exclusions).

If the appointment of a proxy specifies the way the proxy is to vote on a particular resolution:

the proxy is not required to vote on a show of hands, but if the proxy does so, the proxy must vote as directed (subject to any applicable voting exclusions);
if the proxy has two or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands;
if the proxy is not the Chair of the Meeting, the proxy need not vote on a poll but if the proxy does so, the proxy must vote as directed (subject to any applicable voting restrictions); and
if the proxy is the Chair of the Meeting, the proxy must vote on a poll and must vote as directed.

Shareholders entitled to vote on the resolutions at the Meeting who return their form of proxy but do not nominate a proxy will be taken to have nominated the Chairman of the Meeting as their proxy to vote on their behalf. If the form of proxy is returned, but the nominated proxy does not attend the Meeting, the Chairman of the Meeting will act in the place of the nominated proxy and vote (or abstain from voting) in accordance with the instructions on the form of proxy. If the appointment of the proxy specifies the way the proxy is to vote on a particular resolution, the Chair of the Meeting is not named as the proxy, a poll has been called on the resolution and the proxy attends the Meeting but does not vote on the resolution, then the Chair of the 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.

If a Shareholder has appointed the Chair of the Meeting as their proxy and the Shareholder does not give any voting instructions for Resolution 1 (Remuneration Report) as set out below, then by signing and returning the Proxy Form they will be expressly authorising the Chair to exercise the proxy as the Chair sees fit in respect of that item of business, even though Resolution 1 is connected directly or indirectly with the remuneration of the Company’s key management personnel.

Depositing, Mailing or Faxing Proxy

Forms of proxy to be exercised at the Meeting on behalf of Canadian Shareholders must be mailed to or deposited with the Company’s registrar and transfer agent in Canada, TSX Trust Company, Proxy Department, 100 Adelaide Street West, Suite 301, Toronto, Ontario M5H 4H1, facsimile: 416-595-9593, such that they are received at least 48 hours (excluding Saturdays, Sundays and statutory holidays) prior to the commencement of the Meeting or any adjournment thereof, in default of which they may be treated as invalid.

Shareholders who wish to appoint a third-party proxy to represent them at the Meeting must submit their form of proxy or voting instruction form (as applicable) prior to registering their proxy.

Without a control number, proxyholders will not be able to vote at the Meeting.

A form of proxy is valid only at the meeting in respect of which it is given or any adjournment of that meeting.

Voting by Internet

If you are a Canadian Registered Shareholder, go to www.voteproxyonline.com and follow the instructions. You will need your control number (located on the form of proxy) to identify yourself to the system. You must submit your vote by no later than 6:00 p.m. (Montreal time) on August 22, 2022 or 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time and day of any adjourned meeting. If you vote by Internet, DO NOT mail back the proxy.

If you are an Australian Shareholder, go to https://investor.automic.com.au/#/loginsah and follow the instructions. You must submit your vote by no later than 8:00 a.m. Sydney time on August 23, 2022 or 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time and day of any adjourned meeting.

Voting by Telephone

TSX Trust Company currently does not offer telephone voting.

Deadline for submission of proxies

All Shareholders must submit their votes by no later than 6:00 p.m. Montreal time on August 22, 2022, which corresponds to 8:00 a.m. Sydney time on August 23, 2022, respectively, or 48 hours (excluding Saturdays, Sundays and holidays) before the time and day of any adjourned Meeting.

Jointly Held Shares

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

Voting Exclusion

The Voting Exclusion Statement set out below will apply in relation to Resolution 1 (Remuneration Report). There are no voting exclusions with respect to Resolutions 2 – 10 (inclusive), which relate to the re-election of Directors and proposed amendments to the Constitution.

CANADIAN NON-REGISTERED OWNERS OR BENEFICIAL SHAREHOLDERS

Beneficial shareholders should be aware that only Shareholders whose names appear on the share register of the Company are entitled to vote at the Meeting. The purpose of the procedures described below is to permit beneficial shareholders as

of July 18, 2022 to direct the voting of the Ordinary Shares they beneficially own in accordance with NI 54-101. There are two categories of beneficial shareholders. Beneficial shareholders who have provided instructions to an intermediary that they do not object to the intermediary disclosing ownership information about them are considered to be NOBOs. Beneficial shareholders who have objected to an intermediary providing ownership information are OBOs.

These securityholder materials are being sent to both Registered Shareholders and Non-Registered Owners of the Ordinary Shares. If you are a Non-Registered Owner, and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of 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, the Company (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.

If you have received the Issuer’s voting instruction form, you may return it to TSX Trust Company:

by regular mail in the return envelope provided,
by fax at 416-595-9593, or
by voting online at www.voteproxyonline.com and entering your control number as instructed on the log on page.

OBOs and other beneficial holders receive a voting instruction form, or VIF, from an intermediary by way of instruction of their financial institution. Detailed instructions of how to submit your vote will be on the VIF.

Voting Procedure for Canadian Beneficial Shareholders

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 Ordinary Shares, can only vote the Ordinary Shares if instructed to do so by the 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 beneficial owner will be given a VIF, which must be completed and signed by the beneficial owner in accordance with the instructions provided by the intermediary. The purpose of such VIF is to give the intermediary permission on how to vote on behalf of or otherwise represent the beneficial owner at the Meeting. A beneficial owner cannot use the VIF to vote or otherwise represent Ordinary Shares at the Meeting.

The majority of intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge Investor Communication Solutions (“ Broadridge ”). Broadridge mails the VIFs to the beneficial owners as of the beneficial ownership determination date and asks the beneficial owners to return the VIFs to Broadridge. Broadridge then tabulates the results of all VIFs received from beneficial owners as of the beneficial ownership determination date respecting the Ordinary Shares to be represented at the Meeting. The VIF must be returned to Broadridge in advance of the Meeting as per the instructions on the VIF in order to have the Ordinary Shares voted or otherwise represented at the Meeting.

Voting by Internet, Telephone or Facsimile

If you are a beneficial shareholder and have been provided with a VIF from your intermediary, you may be given the option of submitting your voting instructions by telephone or facsimile – follow the instructions on the VIF. You will likely also be able to submit your voting instructions 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 resolution 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 at the Meeting.

Your vote must be received by 6:00 p.m. (Montreal time) on August 22, 2022 or 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time and day of any adjourned meeting. If you vote by Internet, DO NOT mail back the proxy or the VIF.

Beneficial shareholders should follow the instructions on the forms they receive and contact their intermediaries or Kingsdale Advisors promptly if they need assistance.

REVOCATION OF PROXIES AND VOTING INSTRUCTION FORMS FOR CANADIANS

A Canadian Registered Shareholder who executes and returns a form of proxy may revoke it to the extent it has not been exercised by depositing a written instrument executed by that Registered Shareholder or their attorney or by transmitting by telephonic or electronic means a revocation that is signed by electronic signature, or, if the 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 authorized signatory of that corporation:

(a) with the Company’s registrar and transfer agent, TSX Trust Company, 100 Adelaide Street West, Suite 301, Toronto, Ontario M5H 4H1, facsimile: 416-595-9593, Attention: Proxy Department, at any time up to the close of business on the last business day prior to the Meeting, or any adjournment thereof;
(b) electronically with the Company, provided that the revocation is received by the Chairman of the Meeting on the day of the Meeting, or any adjournment thereof, at any time prior to a vote being taken in reliance on such proxy; or
(c) in any other manner permitted by law.

A beneficial shareholder may revoke a voting instruction 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 Meeting. The proxy deadline may be waived or extended by the Chairman of the Meeting, in his sole discretion without notice.

An Australian Registered Shareholder who executes and returns a form of proxy may revoke it by either notifying the proxy of that fact or attending and voting at the Meeting. The proxy deadline may not be changed by the Chairman of the Meeting for Australian Registered Shareholders.

VOTING AND DISCRETIONARY AUTHORITY

The proxyholders named in the accompanying form of proxy shall and will vote the Ordinary Shares represented thereby on any ballot in accordance with the Shareholder’s direction set forth in the proxy, unless the proxyholder has two or more appointments that specify different ways to vote on the resolution and the vote occurs on a show of hands. THE CHAIR OF THE MEETING INTENDS TO VOTE UNDIRECTED PROXIES, ABLE TO BE VOTED, IN FAVOUR OF ALL THE RESOLUTIONS. IN EXCEPTIONAL CIRCUMSTANCES, THE CHAIR OF THE MEETING MAY CHANGE HIS/HER VOTING INTENTION ON ANY RESOLUTION, IN WHICH CASE AN ASX ANNOUNCEMENT WILL BE MADE. The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to the matters identified in the Notice of Meeting and with respect to other matters as may properly come before the Meeting or any adjournments thereof. At the date of this Circular, management of the Company knows of no amendments, variations or other matters to come before the Meeting other than the matters referred to in the Notice of Meeting. If amendments, variations to matters identified in the Notice of Meeting or if other matters properly come before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote in accordance with their judgment on such matters.

TRANSFER AGENTS AND SHARE REGISTRARS CONTACT INFORMATION

Canada

TSX Trust Company 100 Adelaide Street West, Suite 301 Toronto ON M5H 4H1 By telephone: 866 600 5869 By email to: [email protected] By facsimile to: 416 595 9593

Australia

Automic Group Limited GPO Box 5193 Sydney NSW 2001 Australia By facsimile to: +61 2 8583 3040

AUDITORS OF THE COMPANY

Ernst & Young, auditors of the Company, were first appointed as auditors of the Company on November 26, 2013.

RECORD DATE

The board of directors of the Company (the “ Board ” or “ Board of Directors ”) has determined, in accordance with Regulation 7.11.37 of the Corporations Regulations, that persons who are registered holders of Ordinary Shares as at 7:00 p.m. (Sydney time) on August 23, 2022, which corresponds to 5:00 a.m. (Montreal time) on August 22, 2022 (the “ Record Date ”) are entitled to attend and vote at the Meeting. Accordingly, transactions registered after that time will be disregarded for determining which Shareholders are entitled to attend and vote at the Meeting, and that in accordance with NI 54-101, Canadian beneficial shareholders as of 7:00 p.m. (Montreal time) on July 18, 2022 are entitled to receive notice of the Meeting and to provide instructions to vote at the Meeting.

A simple majority of votes cast are required to approve all ordinary resolutions to be submitted to a vote of Shareholders at the Meeting.

At least 75% of the votes cast are required to approve any special resolutions to be submitted to a vote of Shareholders at the Meeting.

If you cannot attend the Meeting, you are encouraged to date, sign and deliver the accompanying form of proxy and return it in accordance with the instructions set out above under the heading “Voting Information”.

OUTSTANDING VOTING SHARES, VOTING AT MEETING AND QUORUM

The Company is authorized to issue Ordinary Shares and preference shares (including redeemable preference shares). At the date hereof, the Company has 516,911,876 Ordinary Shares outstanding, each of which carries one vote. At the date hereof the Company has no preference and redeemable preference shares outstanding. Registered Shareholders as of the Record Date shall be entitled to vote their Ordinary Shares personally or by proxy at the Meeting. Unless otherwise required by law, every question coming before the Meeting shall be determined by a majority of votes duly cast on the matter by way of a poll.

Proxies returned by intermediaries as “non-votes” because the intermediary has not received instructions from the beneficial shareholder with respect to the voting of certain Shares or, under applicable regulatory rules, the intermediary does not have the discretion to vote those Shares on one or more of the matters that come before the 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. Shares represented by such intermediary “non-votes” will, however, be counted in determining whether there is a quorum.

Pursuant to the constitution of the Company (the “ Constitution ”), a quorum for the Meeting is two voting members. Each individual present may only be counted once toward the quorum. If a member has appointed more than one proxy or representative, only one of them may be counted toward the quorum.

PRINCIPAL SHAREHOLDERS

To the knowledge of the directors and executive officers of the Company, as at the date hereof, no person or company beneficially owns, or controls or directs, directly or indirectly, Ordinary Shares carrying 10% or more of the voting rights attached to the outstanding Ordinary Shares.

As at the date hereof, the directors and executive officers of the Company as a group, beneficially own, directly or indirectly, or exercise control or direction over, an aggregate of 52,503,729 Ordinary Shares representing approximately 10.16% of the issued and outstanding Ordinary Shares.

NON-IFRS FINANCIAL MEASURES AND RATIOS

This Circular contains non-IFRS financial measures and ratios such as EBITDA, FCF, cash cost and ROCE. These measures are mainly derived from the financial statements, but they do not have any standardized meaning prescribed by the International Financial Reporting Standards (“ IFRS ”) and, therefore, may not be comparable to similar measures presented by other companies. These non-IFRS financial measures and ratios, which are representative of the Company’s performance, are used to determine the executive compensation.

Additional details on earnings before income and mining taxes, net finance costs and depreciation (“ EBITDA ”) and cash cost, including reconciliations to the most directly comparable IFRS measures, have been incorporated herein by reference and can be found in section 20 - Non-IFRS and Other Financial Measures of the Company’s Management’s Discussion and Analysis (“ MD&A ”) for the three-month period and year ended March 31, 2022, available on SEDAR at www.sedar.com, the ASX at www.asx.com.au and on the Company’s website under the Investors section at www.championiron.com.

EBITDA

EBITDA is a non-IFRS financial measure which represents income (loss) before income and mining taxes, net finance costs and depreciation. For simplicity and comparative purposes, the Company did not exclude non-cash share-based payments, pre-commercial start-up costs of the Bloom Lake Phase II expansion project (“ Phase II ”), COVID-19-related expenditures and other income. EBITDA does not have any standardized meaning prescribed by IFRS and, therefore, may not be comparable to similar measures presented by other companies.

Year Ended	Year Ended
March 31,
2022 2021 2020 2019	2018
(in thousands of dollars) Income (loss) before income and mining taxes 870,843 761,872 241,188 213,611 (107,331) Net finance costs 11,045 22,428 84,244 48,413 23,081 Depreciation 43,929 35,177 22,001 14,551 4,244
EBITDA 925,817 819,477 347,433 276,575 (80,006)

Free Cash Flow

Free cash flow (“ FCF ”) is a non-IFRS financial measure defined as net increase in cash and cash equivalents plus investments in Phase II and cash flows used in financing activities. Phase II start-up costs are composed of property, plant and equipment expenditures, long-term advance payments and deposits related to existing port, rail and transboarding infrastructure and Phase II start-up costs mainly related to staff mobilization and training, which were part of the Phase II construction budget.

FCF includes all tax payments, including true-up payments made in relation to prior income tax expenses. As such, FCF generated by Champion for the 2022 fiscal year included payments of $191.5M related to the 2021 income tax expenses. FCF reflects cost and capital management and production efficiencies. FCF does not have any standardized meaning prescribed by IFRS and, therefore, may not be comparable to similar measures presented by other companies.

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	Year Ended	Year Ended
	March 31,	March 31,
	2022	2021
(in thousands of dollars)
Net increase (decrease) in cash and cash equivalents	(283,171)	353,034
Plus: Cash flows used in financing activities	118,141	26,300
Plus: Phase II capital expenditures(1)	354,035	97,087
Plus: Phase II advance payments	97,067	15,211
Plus: Phase II start-up costs	17,752	—
Free Cash Flow	303,824	491,632

Notes:

(1) Phase II capital expenditures are included in purchase of property, plant and equipment as per the statements of cash flows as described in section 13 - Cash Flows of the MD&A for the three-month period and year ended March 31, 2022, available on SEDAR at www.sedar.com, the ASX at www.asx.com.au and on the Company's website under the Investors section at www.championiron.com.

Return on Capital Employed

Return on capital employed (“ ROCE ”) is a non-IFRS ratio defined as EBITDA divided by capital employed consisting of the current portion of the long-term debt, the long-term debt and total equity as per statement of financial position. This measure is largely used in capital-intensive industries, such as mining. ROCE does not have any standardized meaning prescribed by IFRS and, therefore, may not be comparable to similar measures presented by other companies.

STATEMENT OF EXECUTIVE COMPENSATION

Unless otherwise noted, the following information is for the Company’s last completed financial year which ended March 31, 2022 and, since the Company had one or more subsidiaries during that year, is disclosed on a consolidated basis. This information (as set out in the Annual Report of the Company for the financial year ended March 31, 2022, the “ Remuneration Report ”) has been audited pursuant to section 308 (3C) of the Corporations Act. All monetary amounts are disclosed in Canadian dollars unless expressly stated otherwise.

Certain figures included in the Remuneration Report have been rounded for ease of presentation. Percentages and other figures included in the Remuneration Report have not in all cases been calculated on the basis of such rounded figures but on the basis of such figures prior to rounding. For this reason, percentages and other figures in the Remuneration Report may not sum due to rounding.

In compliance with Section 300A of the Corporations Act and National Instrument 51-102 - Continuous Disclosure Obligations , this Remuneration Report covers Key Management Personnel (“ KMP ”) including Named Executive Officers (“ NEO ”), who were actively employed by the Company as at the end of the financial year (March 31, 2022).

KMP is defined as “those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of Champion”. NEO of the Company means each of the following individuals:

(a) the Chief Executive Officer (“ CEO ”) of the Company or each individual who acted in a similar capacity for any part of the most recently completed financial year;
(b) the Chief Financial Officer (“ CFO ”) of the Company or each individual who acted in a similar capacity for any part of the most recently completed financial year;
(c) each of the three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the Chief Executive Officer and Chief Financial Officer, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000, as determined in accordance with applicable law at the end of that financial year; and
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(d) each individual who would be a named executive officer under paragraph (c) but for the fact that the individual was not an executive officer of the Company, and was not acting in a similar capacity, at the end of that financial year.

The following persons were the KMPs and NEOs of the Company during the financial year ended March 31, 2022.

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Name Position Appointment Date
David Cataford (NEO and KMP) [(1)] CEO April 1, 2019
Natacha Garoute (NEO and Former CFO August 13, 2018
KMP) [(2)]
Alexandre Belleau (NEO and Chief Operating Officer July 22, 2020
KMP)
Steve Boucratie (NEO and KMP) [(3)] Senior Vice-President, General Counsel and Corporate September 9, 2021
Secretary
Michael Marcotte (NEO and Senior Vice-President, Corporate Development and Capital September 9, 2021
KMP) [(4)] Markets
Michael O’Keeffe (KMP) [(5)] Executive Chairman April 1, 2019
Andrew J. Love (KMP) Non-Executive Director and Lead Director April 9, 2014
Gary Lawler (KMP) Non-Executive Director April 9, 2014
Michelle Cormier (KMP) [(6)] Non-Executive Director April 11, 2016
Jyothish George (KMP) Non-Executive Director October 16, 2017
Louise Grondin (KMP) Non-Executive Director August 27, 2020
Wayne Wouters (KMP) Non-Executive Director November 1, 2016
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Notes:

(1) Mr. Cataford was appointed Chief Executive Officer on April 1, 2019 and appointed to the Board of Directors on May 21, 2019. Prior to that, he had been Chief Operating Officer of the Company and a NEO since March 20, 2017.

(2) On April 11, 2022, the Company announced that Ms. Garoute would be departing the Company following the 2022 fiscal year-end results. Ms. Garoute’s successor was announced by the Company on July 4, 2022.

(3) Mr. Boucratie was promoted to Senior Vice-President, General Counsel and Corporate Secretary on September 9, 2021. Prior to that, he had been Vice-President, General Counsel and Corporate Secretary of the Company and a NEO since May 20, 2019.

(4) Mr. Marcotte was promoted to Senior Vice-President, Corporate Development and Capital Markets of the Company on September 9, 2021. Prior to that, he had been Vice-President, Investor Relations of the Company since 2018.

(5) Mr. O’Keeffe was appointed Executive Chairman on August 13, 2013 and CEO on October 3, 2014. Mr. O’Keeffe stepped down as CEO on April 1, 2019 and continues in his role as Executive Chairman.

(6) Ms. Cormier was appointed to the Board in 2016 as a nominee of WC Strategic Opportunity, L.P. (“ Wynnchurch ”) pursuant to certain board nomination rights granted by the Company in favour of Wynnchurch in connection with a private placement of Ordinary Shares completed on April 11, 2016. Following the disposition of Ordinary Shares by Wynnchurch that was publicly announced by Wynnchurch on August 2, 2021, Wynnchurch is no longer entitled to nominate a candidate for election or appointment to the Board such that Ms. Cormier is no longer considered to be a director nominee of Wynnchurch.

The term “executives” refers to the Company’s NEOs and the members of the Company’s senior management team from time to time.

COMPENSATION DISCUSSION AND ANALYSIS

A. Role of Remuneration and Nomination Committee

The role of the Remuneration and Nomination Committee is to advise the Board on remuneration for senior executives and directors. As at March 31, 2022, the Remuneration and Nomination Committee was comprised of Gary Lawler (Chairman), Andrew J. Love and Michelle Cormier, each of whom is an independent director and has direct knowledge and experience that is relevant to his or her responsibilities in executive compensation as set out below. The Remuneration and Nomination Committee has access to independent experts to provide advice in the conduct of its duties. The Committee members are:

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Gary Lawler (Chairman) – Mr. Lawler has over 40 years of experience as a practicing corporate lawyer and has been a partner in a number of leading Australian law firms. Mr. Lawler has been a director of, and involved in compensation matters for, numerous companies throughout the years.

Andrew J. Love – Mr. Love has more than 35 years of experience in corporate recovery and reconstruction in Australia. Mr. Love has been an independent company director of a number of listed companies over a 30-year period in the resources, financial services and property industries.

Michelle Cormier – Ms. Cormier is a CPA with over 30 years of experience in senior level executive positions in management, including financial management, corporate finance, turnaround and strategic advisory situations and human resources. Ms. Cormier has a strong capital markets background, with significant experience in public companies listed in the United States and Canada.

The Remuneration and Nomination Committee makes recommendations to the Board on the executive remuneration framework and the remuneration level of executives including all awards under the long-term incentive plan, and the short-term incentive award and remuneration levels for directors. The aim is to ensure that remuneration policies align with the long-term objectives of the Company, are fair and competitive and reflective of generally accepted market practices of its peers.

B. Remuneration Philosophy & Approach

The objective of Champion’s executive remuneration program and strategy is to attract, retain and motivate talented executives and provide incentives for executives to create sustainable shareholder value over the long term, by driving a performance culture that is closely aligned to the achievement of the Company’s strategy and business objectives. To achieve this objective, executive remuneration is designed and based on the following principles:

To align with Champion’s business – reflect the Company’s strategic goals and performance as an iron ore exploration, development and, particularly, a production company. Accordingly, executive performance targets are directly aligned with activities that create long-term shareholder value by developing and operating iron ore assets efficiently and effectively to generate free cash flow from shareholder capital deployed and share appreciation in recognition of that investment, and by adopting and implementing sustainability practices for the benefit of the communities in which the Company operates, its workforce and its various stakeholders;
Pay competitively – reflect each executive’s performance, expertise, responsibilities and length of service to the Company and to set overall target remuneration to ensure it remains competitive and reflective of generally accepted market practices of the Company’s peers and the markets in which it employs people. Although the Company is incorporated under the Corporations Act, almost all of the Company’s employees are located in the Province of Quebec, Canada, such that the Company’s executive remuneration program and strategy is intended to remain competitive within that market;
Pay for performance – align with Champion’s desire to create a performance culture and create direct tangible relationships between pay and performance. Champion does not “pay for failure” nor does it incentivize undue risk taking to achieve performance objectives;
To align with Shareholder interests – align the interests of executives with those of the shareholders of the Company (the “ Shareholders ”) through a compensation structure where the majority of an executive’s compensation is “at risk”, as short-term incentive (bonus) and long-term incentive remuneration are tied directly or indirectly to Company performance and relative and/or absolute shareholder returns. Specifically, the use of awards which increase in value when the Company’s share price performance exceeds that of its peers and reduces in value when it trails the performance of its peers. In addition to financial alignment, Champion believes in the importance of aligning executive interests with Shareholders’ Environmental, Social and Governance (“ ESG ”) expectations. Consistent with our commitment to sustainable development, the compensation plan incorporates operational performance with 25% of total bonus awards under the short-term incentive plan tied to sustainability targets designed to protect the safety, health and well-being of employees, stakeholders and the environment; and
Corporate governance – continually review and, as appropriate for Champion, adopt executive remuneration practices that align with current market practices in the North American mining industry and the competitive landscape, and provide Shareholders with robust disclosure to enable them to fully evaluate compensation practices.
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The Remuneration and Nomination Committee has implemented a compensation regime that is structured to reflect the above objectives. Executive remuneration consists of a combination of salary, annual performance bonus awards or shortterm incentives and longer-term equity-based incentives. A foundation principle of the Company’s remuneration philosophy is the promotion of a strong “performance culture” within senior management. The Company’s Remuneration Reports over the last five years have received strong support from Shareholders at the 2017-2021 Annual General Meetings, with a five-year average of almost 90% of votes cast in favour of the respective Remuneration Reports.

The Board recognizes the importance of engaging in constructive communications with the Shareholders and values their input and insights. During the financial year ended March 31, 2022, enhancing shareholder engagement was a key priority of the Company. Towards this end, the Board reviewed the reports of proxy advisors and coordinated engagement with major Shareholders in relation to the affairs of the Company. The Company engaged with certain of its investors, which involved meetings and exchanges with Shareholders, to ensure feedback was solicited and received on compensation, governance and other matters.

In determining the level of annual performance bonus awards, the Remuneration and Nomination Committee takes into account overall corporate performance against predetermined performance objectives and metrics. In setting equity-based incentive awards, the Remuneration and Nomination Committee establishes time-based and performance-based vesting criteria in line with retention and reward objectives. If it is deemed appropriate, the Remuneration and Nomination Committee has the authority to seek advice from outside consultants. A more detailed explanation of the various components of executive remuneration can be found at paragraph “Elements of Executive Remuneration” below.

Based on these assessments and within the context of pay for performance principles, the Remuneration and Nomination Committee makes its recommendations to the Board for approval. These recommendations may reflect factors and considerations other than those indicated by market data or provided by advisors, including a consideration of prevailing economic conditions - both on a corporate level and on national and international levels, industry norms for such awards and other elements of executive compensation.

The Remuneration and Nomination Committee and the Board as a whole have discretion to reward above the noted plan parameters when an individual or team has made an exceptional contribution to the performance of the Company. Compensation is about incentivizing the right behaviour and Champion does not want to cap the incentive to outperform.

The Remuneration and Nomination Committee has considered the implications of the risks associated with the Company’s remuneration program by structuring executive remuneration in which a significant portion of overall remuneration is subject to the achievement of certain milestones, including (i) criteria relating to annual performance in the case of bonus payments, (ii) vesting periods for restricted share units (“ RSUs ”), which vest over three years, and (iii) the achievement of performance criteria over a period of three years or the achievement of key milestones to successful completion of Phase II, as applicable, for performance share units (“ PSUs ”) under the Company’s LTIP (as defined below).

The Remuneration and Nomination Committee evaluates all executive compensation policies and programs with a view to confirming that the policies and programs do not drive behaviours that would result in inappropriate or excessive risk taking, and that the Company’s compensation policies and practices do not result in identified risks that are likely to have a material effect on the Company. This evaluation process focuses on, among other things, strategic and operational risks, compliance risk, reputational risk, and financial and economic risks. Risks are assessed and considered on both an individual element basis and in totality.

Policies of the Company include certain prohibitions which prevent KMPs from engaging in short-term dealings or short selling or margin lending or other secured financing arrangements in respect of the Company’s securities without the prior approval of the Senior Vice-President, General Counsel and Corporate Secretary and the Executive Chairman. KMPs are prohibited from engaging in derivatives in respect of Ordinary Shares (such as put and call options) or any other hedging or equity monetization transaction in which the individual’s economic interest and risk exposure in Ordinary Shares is changed (such as collars or forward sales contracts).

The Board will continue to review executive remuneration to ensure that it continues to align with the Company’s strategy, motivate management, reflect market practices in the North American mining industry and support the delivery of sustainable long-term returns to shareholders. As part of the review process, the Board will continue to engage with major Shareholders, and receive advice from independent experts.

C. External Advice

Until December 2021, the Board had hired Mercer Canada Limited (“ Mercer ”) to provide independent, third-party analysis and advice on the remuneration levels and practices for the Company’s executive team as well as the remuneration for the Board of Directors. After having completed a comprehensive search, the Company retained Meridian

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Compensation Partners LLC (“ Meridian ”) to assist in such matters, effective as of December 2021. Mercer provided advice and recommendations on the remuneration program for KMPs during each of the financial years ended March 31, 2022 and 2021, and Meridian started providing advice and recommendations on the remuneration program for KMPs during the financial year ended March 31, 2022. In addition, since the 2021 financial year, Compensation Governance Partners Inc. (“ CGP ”) has been providing compensation advice to the Company, including by assisting the Board in establishing vesting criteria tied to the achievement of milestones to the successful completion of Phase II for a portion of the PSUs granted under the LTIP. The Remuneration and Nomination Committee exercises oversight over the retention of and interaction with remuneration consultants to ensure that remuneration recommendations are made free from undue influence by the KMPs to whom they relate.

The table below provides an overview of the total fees paid to Mercer, Meridian and CGP for services rendered during the financial years ended March 31, 2022 and 2021.

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(in Canadian dollars) 2022 2021
Mercer
Fees for services related to executive team and Board of Directors
$48,500 [ (1)] $39,000
compensation
All other fees [ (2)] $39,518 $19,036
Total $88,018 $58,036
Meridian
Fees for services related to executive team and Board of Directors
$115,918 $—
compensation
All other fees $— $—
Total $115,918 $—
CGP
Fees for services related to executive team and Board of Directors
$47,196 $—
compensation
All other fees $— $—
Total $47,196 $—
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Notes:

(1) Mercer was paid fees for services related to the compensation of the executive team and the Board of Directors of $48,500 during the year ended March 31, 2022, but these fees were incurred in the year ended March 31, 2021. For the year ended March 31, 2022, Meridian provided such services.

(2) Mercer received advisory fees for other services of $39,518 during the year ended March 31, 2022 (including providing advice as to salaries of employees other than the executive team) and $19,036 during the year ended March 31, 2021 (including providing advice as to salaries of employees other than the executive team).

D. Compensation Peer Group Selection and Benchmarking

When developing and implementing compensation packages for KMPs, it is standard practice to benchmark total compensation for KMPs against a group of companies at similar stages of development, operations, regional geography and of similar size in terms of market capitalization and revenue (peer group).

In order to implement market-competitive compensation arrangements for Champion’s executive team, the Company’s independent directors, and the Remuneration and Nomination Committee identified a peer group of mining companies with similar operations in consultation with Mercer. The Remuneration and Nomination Committee has approved the following compensation peer group for the financial year ended March 31, 2022 that includes 13 similarly-sized publiclytraded mining peers that are generally within 0.5x to 2x of Champion’s market capitalization and/or total revenues:

Alamos Gold Inc. – Centerra Gold Inc. – Pretium Resources Inc. – SSR Mining Inc. – Wesdome Gold Mines Ltd. – New Gold Inc. – Capstone Mining Corp. – Yamana Gold Inc. – IAMGOLD Corp. – HudBay Minerals Inc. – Eldorado Gold Corp. – Equinox Gold Corp. – Torex Gold Resources Inc.

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In order to benchmark relative total shareholder return for purposes of performance share units grants, the Company’s independent directors and the Remuneration and Nomination Committee also identified a second peer group of mining companies further described under the heading “ Long-Term Incentives – Equity Incentives – 2022 RSU and PSU Grant ”.

E. Key Achievements of the Named Executive Officers in the Financial Year Ended March 31, 2022

Champion became a producing company in the 2018 calendar year and, further to achieving this milestone, delivered significant increases in market capitalization and cash flow production for Shareholders, while ensuring integration of the Company’s sustainability principles in its day-to-day operations and decision-making and continuing to manage its environmental, social and governance responsibilities. During the financial year ended March 31, 2022, management of the Company continued to coordinate the determination and implementation of the Company’s long-term strategy, including the ongoing construction to complete Phase II. In late April 2022, Phase II commissioning was achieved ahead of schedule, despite pandemic-related challenges, positioning the Company to ramp up towards commercial production by the end of calendar 2022. In addition, on May 3, 2022, the Company announced the completion of the first rail shipments containing 24,304 wmt of high-grade 66.2% Fe iron ore concentrate from the Phase II project.

Key achievements of the management team during the year ended March 31, 2022 include:

annual production of 7,907,300 wet metric tonnes (wmt) of high-grade 66.2% Fe concentrate;
revenues of $1,460.8 million and increase in annual EBITDA[] by 13% compared to the prior year, achieving a record EBITDA[] of $925.8 million for the year;
ongoing feasibility study evaluating the reprocessing and infrastructure required to commercially produce a 69% Fe Direct Reduction pellet feed product;
several project milestones for Phase II were achieved and related works undertaken during the financial year ended March 31, 2022, which resulted in Phase II commissioning being achieved ahead of schedule in late April 2022, despite pandemic-related challenges;
annual employee recordable injury frequency rate of 2.98, which is in line with Quebec’s open-pit industry performance;
successful operation of COVID-19 testing laboratory and maintenance of preventive measures in line with the Government of Quebec directives to mitigate risks related to COVID-19 and limit the spread of variants;
completion of the acquisition of the Kamistiatusset project (the “ Kami Project ”) located a few kilometres southeast of Bloom Lake and commencement of the Kami Project’s updated feasibility study;
completion of the acquisition of the Lac Lamêlée South Property and a 1.5% net smelter royalty interest on the Corporation’s Moiré Lake property and the Corporation’s Fermont property portfolio;
collaboration with Caterpillar Inc. and Toromont Cat to develop, test and implement advanced drilling technologies aimed at optimizing Bloom Lake’s operational productivity and reducing energy consumption;
inaugural dividend of $0.10 per Ordinary Share paid on March 1, 2022, in connection with the semi-annual results for the period ended September 30, 2021, and an additional dividend of $0.10 per Ordinary Share declared by the Board of Directors in connection with the annual results for the period ended March 31, 2022;
full redemption of the balance of $185 million of preferred shares in the capital of the Company’s subsidiary which were held by the Caisse de dépôt et placement du Québec . The redemption terminated preferred share dividend payments and reduced the overall cost of capital;
execution of an agreement for a freight contract signed for one vessel per month, from August 2021 to December 2022, which helped reduce the Company’s freight premium volatility;
new 3-year collective agreement reached on June 23, 2021, maintaining the Company’s strong partnership with its workers;

Non-IFRS financial measure or ratio with no standard meaning under the financial reporting framework used to prepare the financial statements. Refer to section “ Non-IFRS Financial Measures and Ratios ” above.

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advancement of the Company’s Research and Development program which aims to develop technologies and products to support the steelmaking transition from the BF-BOF method to the DRI-EAF method, while supporting emissions reduction in the BF-BOF process; and
organization of workshops aimed at familiarizing the Company’s employees with the Innu culture; contribution to the commemoration activities that took place in the Uashat mak Mani-utenam community for the inaugural National Day for Truth and Reconciliation on September 30, 2021; launch of a women’s mentoring program dedicated to improve the integration and recruitment of more women into the Company’s workforce.

F. Remuneration of Executive Chairman

Mr. O’Keeffe was Chairman and CEO of the Board for the period of August 13, 2013 to March 31, 2019. On April 1, 2019, as part of the implementation of Champion’s succession plan, Mr. O’Keeffe stepped down as CEO and was named Executive Chairman of the Board of Directors. In view of his ongoing contribution to the affairs of the Company as well as the responsibilities and duties performed, Mr. O’Keeffe remained a member of the executive team for the financial year ended March 31, 2022. Mr. O’Keeffe is paid an annual base salary in the amount of $550,000 but is not eligible to receive annual short and long-term incentives in the form of annual bonus or equity-based compensation. In addition, for the financial year ended March 31, 2022, Mr. O’Keeffe received non-monetary compensation in the amount of $54,313 paid to a superannuation on behalf of the KMP.

G. Elements of Executive Remuneration

As is the prevailing practice in the mineral exploration and mining industry, remuneration of the NEOs is comprised of four components:

(a) base salary (fixed);
(b) short-term incentive (“ STI ”) in the form of annual bonus awards (at-risk);
(c) long-term incentive (“ LTI ”) in the form of equity-based compensation (at-risk); and
(d) personal benefits and perquisites (fixed).

The Remuneration and Nomination Committee determined the following elements to be key to executive compensation for the 2022 fiscal year.

H. 2022 Executive Performance Metrics and Incentives:

Overall Company To maximize operational performance and continue its organic growth. Strategic Objective: Key Deliverables: The executive team needed to:  deliver operational performance while ensuring strict adherence to the Company’s safety culture and the continuing integration of the Company’s sustainability principles in its day-to-day operations and decision-making; and  pursue the Company’s organic growth, including by continuing the construction of the Phase II expansion of the Bloom Lake Mine, its flagship asset. Short-term The target bonus was set as a percentage of each NEO’s base salary. The actual bonus was Incentives: dependent on performance against agreed baseline benchmarking. (Annual Bonus) Long-term The Company utilized time vesting RSU grants to incentivize and retain the executive team in Incentives: accordance with Canadian practice for the compensation of executives of public companies. (RSUs)

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Long-term Incentives: (PSUs)

The Company utilized PSU grants, the vesting of which is based on the performance of the Company against a set of peer companies and/or the achievement of key milestones to successful completion of Phase II.

i) Base Salary

The Company provides executive officers with base salaries that represent a fixed element of compensation and their minimum compensation for services rendered or expected to be rendered. The base salary of executive officers depends on the scope of their experience, responsibilities, leadership skills, performance, length of service, general industry trends and practices, competitiveness and the Company’s existing financial resources. Base salaries are determined annually based on the Remuneration and Nomination Committee’s recommendations to the Board. In making its recommendations, the Remuneration and Nomination Committee, with the assistance of third-party advisors, annually reviews the base salaries of the Company’s executive officers against the base salaries of executive officers in comparable positions at public companies in our peer group of mining companies.

2022 Base Salary

The NEO’s base salaries are intended to be competitive with those paid in the North American mining industry and align with the Company’s performance. There had been minimal salary increases in the years preceding the commencement of production by the Company. In the context of achieving initial production in the 2018 calendar year, commissioning of the Phase II expansion project in late April 2022, and delivering shareholder value throughout since the beginning of commercial production, it is crucial to reward and retain the executive team that delivered such shareholder value and that is tasked with the Phase II expansion of the Bloom Lake project. The CEO’s base salary has increased by $150,000 in 2022. The compensation is generally aligned with the median of the comparator group.

The 2022 salary for each NEO is set out in a table under the heading “ 2022 Remuneration Awards for the Named Executive Officers ”.

ii) Short-Term Incentives (Annual Bonus)

Target bonus levels (as a percentage of salary) are established to achieve total cash compensation (salary + bonus) at the median of the market when performance is at target levels. In determining annual bonus awards, Champion aims to achieve certain strategic objectives and milestones, which are further described below. An annual target performance bonus award is set for each NEO. The actual performance bonus paid in any year will be based on the performance of the NEOs against pre-determined Key Performance Indicators (“ KPIs ”). KPIs will reflect key deliverables for a particular year.

The STI is an annual incentive plan designed to reward executives for meeting or exceeding financial and non-financial objectives over a one-year period. The STI has been designed to foster an organizational culture of collaboration, cooperation and mutual respect which supports the objective of a long-term outperformance in both the financial and nonfinancial areas of the business, mainly with annual measures linked to the business strategy, set at levels that are challenging, yet achievable.

2022 Bonus Awards

For 2022, the Board set a target bonus for each NEO as follows, based on Mercer’s recommendation:

NEO	Target Bonus (% salary)
David Cataford	125%
Natacha Garoute	90%
Alexandre Belleau	90%
Steve Boucratie	80%
Michael Marcotte	70%

Directors who are not NEOs have not received any bonus awards.

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For the financial year ended March 31, 2022, the following financial and operating KPIs were established and evaluated:

45% of total bonus - Financial performance objectives set against the financial year ended March 31, 2022 budget:
EBITDA[*] : The EBITDA target was selected as it is a direct financial measurement of the Company’s performance, providing a strong alignment to the interests of Shareholders. It provides a strong reflection of production delivery, operational efficiency and cost management.
FCF[†] was selected as it is a highly relevant short- and long-term measure. It reflects cost and capital management and production efficiencies.
30% of total bonus: based on meeting the production volume during the financial year ending March 31, 2022 of 7,547,000 dmt at a total cash cost[*] per tonne sold of no more than $58.00/dmt. The Board selected production volume and production costs as key performance metrics given that high production volume and costs efficiency represent meaningful operating measures for an iron ore producer.
25% of total bonus: based on overall performance imperatives comprising sustainable development objectives, health and safety targets including no fatalities and minimal time lost due to injuries as well as no harmful event to the environment. Such performance criteria were selected to address the health and safety, sustainability and environmental goals of the Company, for the benefit of the local communities in which it operates.

The Board also determined that all objectives were subject to a gradation scale allowing them to be met either at 0% or anywhere from 50% to 150%. No amount of STI is payable in relation to a KPI unless the minimum performance level for that KPI is met. As a result of the application of the gradation scale (0% to 150%) to the target bonus (as a % of salary), the total annual bonus payable to the NEOs is capped at 187.5% of base salary for the CEO, 135% of base salary for the CFO and Chief Operating Officer, 120% of base salary for the Senior Vice-President, General Counsel and Corporate Secretary and 105% of base salary for the Senior Vice-President, Corporate Development and Capital Markets.

The Budget for 2022 was approved in March 2021 as part of the regular Board approval timetable. At such time, the iron ore price assumptions were set through a consensus of various market forecasts for the forthcoming year, plus a critical assessment and scenario analysis by management. Both the timeline and budget preparation approach were consistent with previous years, although the 2022 budget process was against a backdrop of significant uncertainty in the global economy due to the ongoing impacts of the COVID-19 pandemic. The 2022 targets for the STI program were approved by the Remuneration and Nomination Committee in April 2021.

As outlined below, the Company achieved EBITDA[] of $925.8 million in the financial year ended March 31, 2022. The combination of focused production management to achieve increased throughput and overall production uplift, prudent cost control and demand driven iron ore prices, all contributed to EBITDA[] and FCF[*] outperformance against rigorously set targets.

The following 2022 bonus score card table outlines the weighting, performance objectives, actual results and payout factor for the bonus awards for the year ended March 31, 2022.

KPIs	Weighting	Minimum Threshold (50% Performance Level) Target (100% Performance Level) Stretch (150% Performance Level) Actual Results	Minimum Threshold (50% Performance Level) Target (100% Performance Level) Stretch (150% Performance Level) Actual Results	Minimum Threshold (50% Performance Level) Target (100% Performance Level) Stretch (150% Performance Level) Actual Results	Minimum Threshold (50% Performance Level) Target (100% Performance Level) Stretch (150% Performance Level) Actual Results	Payout Factor
EBITDA(1)	25%	$455,000,000 $568,000,000 $665,000,000 $925,817,000 (1) $134,000,000 $143,000,000 $149,000,000 $303,824,000 (1)				150%
FCF(1)	20%	$134,000,000	$143,000,000	$149,000,000	$303,824,000	150%

Non-IFRS financial measure or ratio with no standard meaning under the financial reporting framework used to prepare the financial statements. Refer to section “ Non-IFRS Financial Measures and Ratios ” above.

† Non-IFRS financial measure or ratio with no standard meaning under the financial reporting framework used to prepare the financial statements. Refer to section “ Non-IFRS Financial Measures and Ratios ” above.

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Minimum Payout
Target Stretch
Threshold Factor
(100% (150% Actual
KPIs Weighting (50%
Performance Performance Results
Performance
Level) Level)
Level)
Production 15% 7,317,000 7,547,000 7,663,000 7,675,614 150%
(dry metric tonnes)
Total Cash Cost [(1)] 15% 61.00 58.00 55.00 58.93 (1) 84.5%
($ per tonne)
Meet Sustainable 10% 2 objectives 3 objectives 5 objectives 5 objectives 150%
Development
Objectives [(2)]
Incident Frequency 7.5% 3.25 2.50 2.13 2.98 68%
(QIO)
Incident Frequency 7.5% 4.00 3.00 2.50 6.27 —%
(Contractor)
Total 2022 Bonus Payout Factor 122.8%
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Notes:

(1) Non-IFRS financial measure or ratio with no standard meaning under the financial reporting framework used to prepare the financial statements. Refer to section “ Non-IFRS Financial Measures and Ratios ” above.

(2) Sustainable development objectives include a total of five objectives which relate to (i) the implementation of a grievance mechanism specific to host communities; (ii) the development of a method to assess the openness to diversity of candidates in order to promote the inclusion and integration of diversity within the organization; (iii) the implementation of a special employee wellness program in the context of the COVID-19 pandemic; (iv) the implementation of a program aiming at including actions and process controls related to energy use and greenhouse gas emissions in management systems for material sources; and (v) the implementation of a project to help a species of special concern in Canada in collaboration with First Nations and the government.

The following table sets out the tabulations for 2022 NEO bonus awards:

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NEO Target Bonus (% Salary) Weighted Score Actual Bonus (% Salary) Annual Bonus ($)
David Cataford 125% 122.8% 153% 1,381,219
Natacha Garoute 90% 122.8% 110% 552,488
Alexandre Belleau 90% 122.8% 110% 552,488
Steve Boucratie 80% 122.8% 98% 471,456
Michael Marcotte 70% 122.8% 86% 326,582
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Non-Executive Directors are not eligible to receive any bonus awards, and directors who are not NEOs have not received any bonus awards.

iii) Long-Term Incentive – Equity-Based Incentives

Equity-based incentives are a particularly important component of compensation in the mining industry given the long lifecycle of mining and are a critical component of the Company’s remuneration philosophy. These plans are designed to align the interests of the NEOs and other participating employees with the interests of Shareholders by linking a component of compensation to the long-term performance of the Shares through “at risk” pay. Awards under these arrangements for the NEOs are structured to create total direct compensation (i.e., the combination of salary + bonus + equity-based incentives) at median market positioning, or above median when performance warrants.

The tables under the section “ 2022 RSU and PSU (“2022 LTI”) Grant ” sets out the tabulation for the 2022 NEO LTIP awards.

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2018 Omnibus Incentive Plan

The 2018 Omnibus Incentive Plan (the “ LTIP ” or “ Omnibus Incentive Plan ”) provides flexibility to the Company to grant, in addition to stock options, deferred share units (“ DSUs ”), PSUs, RSUs, and other forms of equity-based incentive awards. Following the initial approval of the LTIP by the Shareholders at the 2018 annual and special meeting, all grants of equity-based awards are made pursuant to, or as otherwise permitted by, the LTIP. The LTIP was re-approved by the Shareholders at the 2021 annual meeting. A summary of the material terms of the Omnibus Incentive Plan is set out in Schedule “C” to this Circular.

The purpose of the LTIP is to provide eligible persons with an opportunity to share in the growth in value of the Company and to encourage them to improve the longer-term performance of the Company and its returns to Shareholders. The LTIP assists the Company in attracting and retaining skilled and experienced employees and aligns their incentives with the longer-term goals of the Company.

Stock Options

At the discretion of the Board, options may be granted under the LTIP to NEOs taking into account a number of factors, including the amount and term of options previously granted, base salary and bonuses and competitive market factors. The Board has the ability to establish the expiry date for each stock option, provided that in no event will the expiry date be later than the date which is ten years following the grant date. Typically, stock options granted by the Board vest one third (1/3) on each of the grant date and 12 and 24-month anniversaries of grant and are issued with a three-year or fouryear term before expiring.

No stock options were granted to NEOs during the year ended March 31, 2022.

The following table provides the annual burn rate associated with the LTIP for each of the Company’s three most recent financial years (2022, 2021 and 2020):

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Equity Fiscal Year Number of Weighted Average Number of Annual Burn
Compensation Plan Securities Securities Outstanding [(2)] Rate [(3)]
Granted under
the Plan [(1)]
Ended March 31, 2022 2,038,744 507,591,000 0.40%
LTIP [(4)] Ended March 31, 2021 2,906,499 478,639,000 0.61%
Ended March 31, 2020 1,833,455 441,620,000 0.42%
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Notes:

(1) Corresponds to the number of dilutive securities granted under the LTIP in the applicable financial year.

(2) The weighted average number of securities outstanding during the period corresponds to the number of securities outstanding at the beginning of the period, adjusted by the number of securities bought back or issued during the period multiplied by a time-weighting factor.

(3) The annual burn rate percent corresponds to the number of dilutive securities granted under the LTIP divided by the weighted average number of securities outstanding.

(4) The LTIP came into effect on August 17, 2018.

Types of Awards under the Omnibus Incentive Plan

The following types of awards may be made under the Omnibus Incentive Plan: stock options, RSUs, PSUs, DSUs, or other share-based awards (collectively, the “ Awards ”). All of the Awards described below are subject to the conditions, limitations, restrictions, exercise price, vesting and forfeiture provisions determined by the Board in its sole discretion, and subject to such limitations provided in the Omnibus Incentive Plan, and will be evidenced by an award agreement. In addition, subject to the limitations provided in the Omnibus Incentive Plan and in accordance with applicable law, the Board may accelerate or defer the vesting or payment of Awards, cancel or modify outstanding Awards, and waive any condition imposed with respect to Awards or Shares issued pursuant to Awards.

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Stock Options

A stock option is a right to purchase Shares upon the payment of a specified exercise price as determined by the Board at the time the stock option is granted. The exercise price shall not be less than the “Market Price” of a Share at the time the option is issued, determined as the volume weighted average price (“ VWAP ”) on the ASX if the Eligible Person is resident in Australia and otherwise the VWAP of the Shares on the Toronto Stock Exchange (“ TSX ”), calculated by dividing the total value by the total volume of securities traded during the period of 5 trading days immediately prior to the date of issue.

Stock options may be subject to vesting conditions as determined by the Board. The Board will establish the expiry date for each stock option, provided that in no event will the expiry date be later than the date which is ten years following the grant date. The exercise notice of such option must be accompanied by payment in full of the purchase price for the Shares subject to the options. No Shares will be issued upon the exercise of stock options in accordance with the terms of the grant until full payment for the Shares has been received by the Company.

No stock options were granted during the year ended March 31, 2022.

Restricted Share Units (RSUs)

A RSU is a unit equivalent in value to a Share credited by means of a bookkeeping entry in the books of the Company which entitles the holder to receive Shares or cash based on the price of the Shares at some future date.

A RSU will be subject to time-based vesting conditions, timing of settlement and other terms and conditions, not inconsistent with the provisions of the Omnibus Incentive Plan, as the Board shall determine; provided that no RSU granted shall vest and be payable after December 31 of the third calendar year following the year of service for which the RSU was granted. When cash dividends are paid by the Company on outstanding Shares, the Company credits additional dividend equivalent RSUs to the participant’s account. Dividend equivalent RSUs are subject to the same terms and conditions as the RSUs and vest and are settled at the same time and in the same form as the RSUs to which such dividend equivalent RSUs relate. As is the case for RSUs granted under incentive plans of many TSX-listed issuers, including issuers in the North American mining industry, vesting of the RSUs is based on time-based vesting conditions rather than performance-based vesting conditions. The Company believes that grants of time-based RSUs vesting equally over a three-year period is an effective means of retaining executives by providing compensation packages that remain competitive and reflective of generally accepted market practices of its peers and which reward past performance against pre-established targets and contribute to the Company’s annual profitability and growth, and tying executive remuneration to the long-term performance of the Company.

Performance Share Units (PSUs)

A PSU is a unit equivalent in value to a Share credited by means of a bookkeeping entry in the books of the Company which entitles the holder to receive Shares, or cash based on the price of the Shares, at some future date, subject to the achievement of performance goals established by the Board over a period of time or with respect to certain project-related specific milestones.

The Board has the authority to determine any vesting and settlement terms applicable to the grant of PSUs, provided that no PSU granted shall vest and be payable after December 31 of the third calendar year following the year of service for which the PSU was granted. It is currently intended that PSUs granted under the Omnibus Incentive Plan will be subject to such performance-based vesting conditions, as the Board shall determine from time to time, designed to align the participant with the Company’s corporate objectives. When cash dividends are paid by the Company on outstanding Shares, the Company credits additional dividend equivalent PSUs to the participant’s account. Dividend equivalent PSUs are subject to the same terms and conditions as the PSUs and vest and are settled at the same time and in the same form as the PSUs to which such dividend equivalent PSUs relate.

All vesting conditions shall be such that the PSUs will comply with the exception to the definition of “salary deferral arrangement” contained in paragraph (k) of subsection 248(1) of the Income Tax Act (Canada) or any successor provision thereto.

The Company began granting PSUs under the Omnibus Incentive Plan during the year ended March 31, 2020. As of the end of the financial year ended March 31, 2022, the 3-year vesting period for PSUs granted under the Omnibus Incentive Plan had not been completed such that no payout had been made as of such date pursuant to PSUs granted under the Omnibus Incentive Plan. The PSUs granted during the year ended March 31, 2020 will vest, subject to the achievement of the applicable performance-based vesting conditions, during the financial year ending on March 31, 2023, and the payout thereunder will be disclosed in the Company’s remuneration report for such year.

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Deferred Share Units (DSUs)

A DSU is a unit equivalent in value to a Share credited by means of a bookkeeping entry in the books of the Company which entitles the holder to receive Shares, or cash based on the price of the Shares, on a future date, provided that in no event shall a DSU be settled prior to the applicable participant’s date of termination of service to the Company. If DSUs are settled in Shares, the rules of the Omnibus Incentive Plan require that the Shares be purchased on-market.

DSUs will only be issued to directors of the Company or any of its affiliates who are not employees (the “ Directors ”). Subject to certain limitations, any Director may, on an annual basis, elect to receive DSUs in lieu of such Director’s annual fees or in lieu of a portion of such Director’s annual fees by giving written notice of such election to the Board. When cash dividends are paid by the Company on outstanding Shares, the Company credits additional dividend equivalent DSUs to the participant’s account. Dividend equivalent DSUs are subject to the same terms and conditions as the DSUs and vest and are settled at the same time and in the same form as the DSUs to which such dividend equivalent DSUs relate.

Other Share-Based Awards

The Board may grant to an Eligible Person, subject to the terms of the Omnibus Incentive Plan, such awards, other than those described above, that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Ordinary Shares (including, without limitation, securities convertible into Shares), as are deemed by the Board to be consistent with the purpose of the LTIP.

The Board deems equity awards as a valuable retention and incentive mechanism for senior management. Retention of executives and highly skilled staff continues to be a high priority for the Company for the following reasons:

The market for executives with experience in development of mining assets, mining operations in the Province of Quebec and public company experience is very competitive;
It requires a significant amount of lead time for executives to become totally familiar with the Company’s operations and assets; and
If there is an interruption to production for any number of reasons, the Company needs to be able to restart production as soon as reasonably and safely possible. The necessary skills that have been developed internally to deal with these challenges cannot be procured easily outside the Company.

2022 RSU and PSU (“ 2022 LTI ”) Grant

This year, in light of the importance of the Phase II expansion, which aims to double the nameplate capacity of Bloom Lake and which will have a direct impact on shareholder returns for a number of subsequent years, the Board determined that vesting of a portion of the awards granted under the LTIP would be aligned with the achievement of key milestones to successful completion of the Phase II project, while the vesting of the other awards granted under the LTIP would be over a period of three years and take into consideration annual performance for the financial year ended March 31, 2022 consistent with awards granted for prior years.

The Board believes that these performance criteria provide the most suitable link to long-term shareholder value creation. Specifically, the criteria encourage executives to focus on the key performance drivers which underpin the Company’s strategy as well as on completion of Phase II on time and on budget, in each case with a view to deliver long-term growth in shareholder value. The potential “maximum” earning opportunity is not expected to be achieved each year, but is designed to only be achieved in respect of exceptional performance or circumstances.

The value of the long-term incentive plan and related grants are reported in a table below under the heading “ Summary Compensation Table ”, irrespective of whether the performance criteria for vesting had been achieved during such period. The portion of any such long-term incentive awards that vested during any year is shown in the table presented in the section “ Incentive Plan Awards – Value Vested or Earned During the Year ”.

RSUs and PSUs which Take into Consideration Annual Performance for the Financial Year Ended March 31, 2022

The grants of RSU and PSU awards which take into consideration annual performance for the financial year ended March 31, 2022, will be made in the 2023 financial year, following the publication of the annual financial results. For 2022, the Board set a target for the long-term incentive for each NEO as follows, based on Mercer’s recommendation. The number of PSUs or RSUs that is granted is determined according to the VWAP per Share on the TSX during the period of five trading days immediately prior to the date of grant.

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Value of Annual
LTIP Target RSU PSU
NEO Equity Awards
(% salary) ($) ($)
($)
David Cataford 225% 2,025,000 810,000 1,215,000
Alexandre Belleau 130% 650,000 260,000 390,000
Steve Boucratie 120% 576,000 230,400 345,600
Michael Marcotte 120% 456,000 182,400 273,600
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None of the directors who are not NEOs received any grants of RSUs or PSUs in the financial year ended March 31, 2022.

The 2022 LTI grant with respect to RSUs and PSUs which take into consideration annual performance for the financial year ended March 31, 2022 consisted of the following components:

RSU Grant (40% of LTI): vesting equally over a three-year period following the date of grant and subject to no performance hurdles; and
PSU Grant (60% of LTI): measured against certain performance conditions over the three years following the date of grant and which vest at the end of that three-year period subject to the key performance measures having been met.

The Board has established the following key performance measures for the PSUs:

40% of the grant based on the performance of the Company’s Share price (or total shareholder return (“ TSR ”)) relative to a peer group, between the date of grant and March 31, 2025. 175% of the TSR portion of the PSU’s grant will vest if the Company’s TSR reaches the 75% percentile of the peer group, 100% of the TSR portion of the PSUs grant will vest if the Company’s TSR is at the 50% percentile of the peer group and 50% of the TSR portion of the PSUs grant will vest if the Company’s TSR is at the 37.5% percentile of the peer group. Proportional vesting will occur between the 25% and 75% percentiles. No vesting will occur if Champion’s TSR is less than the 25% percentile of the peer group. This approach as to vesting relative to the peer group is customary in the North American mining industry and is taken into account by the Board when determining the overall compensation of NEOs, and the Board believes this approach is appropriate to ensure executive compensation remains competitive and reflective of generally accepted market practices of the Company’s peers.

Relative TSR provides an appropriate, external market performance measure having regard to a peer group of companies with which the Company competes for capital, customers and talent. The use of relative TSR ensures that executives are motivated to deliver returns that are superior to what a shareholder could achieve in the broader market and ensures senior management maintain a strong focus on shareholder outcomes. In order to benchmark relative TSR for purposes of the grants of PSUs made during the financial year ended March 31, 2022, the Company’s independent directors and the Remuneration and Nomination Committee, in consultation with Mercer, identified a peer group of mining companies with generally similar stage of development operations, annual revenues and market capitalization. The group has been designed to include (i) internationally listed companies that are involved in the same commodity, and (ii) companies that are involved in metallurgical coal, or companies having thermal coal exposure, given its correlation to iron ore (since both are used in the steelmaking process).

Arch Resources, Inc. (NYSE)	Lundin Mining Corporation (TSX)
Cleveland-Cliffs Inc. (NYSE)	Mount Gibson Iron Limited (ASX)
Ero Copper Corp. (TSX)	New Hope Corporation Limited (ASX)
Ferrexpo Plc (LSE)	Turquoise Hill Resources Ltd. (TSX)
Grange Resources Limited (ASX)	Warrior Met Coal, Inc. (NYSE)
Hudbay Minerals Inc. (TSX)	Whitehaven Coal Limited (ASX)
Labrador Iron Ore Royalty Corporation (TSX)

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60% of the grant based on an actual ratio of cash flow ROCE[] compared to a target ratio set by the Company. The actual ratio is measured over a three-year period by dividing (i) average EBITDA[] for each year in the threeyear period by (ii) average capital employed (long-term debt plus Champion’s consolidated total equity, including options and warrants) for each year in the three-year period. While the disclosure in the Company’s remuneration report has been enhanced and supplemented over recent years to provide additional information on the computation and target ratio, the method of calculation of the actual ratio used by the Company has remained consistent since the initial grants of PSUs under its LTIP.

If the actual ratio represents more than 120% of the corresponding target ratio based on the Company’s budget for the three-year reference period (which was set at 0.46 for the financial year ended March 31, 2022), 175% of that portion of the PSUs grant will vest at the end of the three-year period. If the actual ratio equals the corresponding target ratio based on the Company’s budget for the three-year reference period, 100% of that portion of the PSUs grant will vest at the end of the reference period. If the actual ratio is less than the target ratio based on the Company’s budget for the three-year reference period, a reduced percentage of this portion of the PSUs grant will vest. Proportional vesting will occur if the actual ratio represents between 70% to 100% of the target ratio. No vesting will occur if the actual ratio is less than 70% of the target ratio based on the Company’s budget for the three-year reference period. The Board believes that the use of ROCE[*] as a performance measure allows to link executive pay to capital allocation discipline and therefore further aligns executives’ interests with shareholder interests.

The following table outlines the payout percentages associated to the specific ranges of actual ratio of ROCE[*] , for the financial year ended March 31, 2022:

2022 Objectives – ROCE*	Vesting of 60% Portion of PSU Grants
0.55 and above	175%
0.46	100%
0.32	75%
Less than 0.27	Nil

The Board believes that the performance criteria for PSU grants which at the end of three years under the LTIP and the milestones used to determine vesting of the PSUs provide the most suitable link to long-term shareholder value creation. Specifically, the performance criteria for PSU grants which vest at the end of three years encourage executives to focus on the key performance drivers which underpin the Company’s strategy to deliver long-term growth in shareholder value. Generally, the potential “maximum” earning opportunity is not expected to be achieved each year, but is designed to only be achieved in respect of exceptional performance or circumstances. The value of the long-term incentive plan and related grants are reported in a table below under the heading “ Summary Compensation Table ”, irrespective of whether the performance criteria for vesting had been achieved during such period. The portion of any such long-term incentive awards that vested during any year is shown in the table presented in the section “ Incentive Plan Awards – Value Vested or Earned During the Year ”.

PSUs with Vesting Aligned with the Achievement of Key Milestones Related to Successful Completion of Phase II

The PSU grants for which vesting is aligned with the achievement of key milestones related to the successful completion of the Phase II project will vest on certain dates based on the achievement of each milestone and be payable within ten (10) business days following vesting. Vested PSUs will be settled as to two thirds in Shares and as to one third in cash. Performance in between the minimum (50%), target (100%) and maximum (160%) thresholds will be determined on a pro rata (linear) basis. The Board set these targets based on CGP’s recommendation. The number of PSUs granted was determined by dividing their aggregate value by the VWAP per Share on the TSX during the period of five trading days immediately prior to the date of grant.

NEO	Maximum Payout	Number of PSU Granted Value of Equity Awards ($)	Number of PSU Granted Value of Equity Awards ($)
David Cataford	160%	487,013 3,000,000
Natacha Garoute	160%	162,338 1,000,000
Alexandre Belleau	160%	162,338	1,000,000

Non-IFRS financial measure or ratio with no standard meaning under the financial reporting framework used to prepare the financial statements. Refer to section “ Non-IFRS Financial Measures and Ratios ” above.

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NEO	Maximum Payout	Number of PSU Granted Value of Equity Awards ($)	Number of PSU Granted Value of Equity Awards ($)
Steve Boucratie	160%	162,338 1,000,000
Michael Marcotte	160%	81,169	500,000

The Board has established the following key performance measures for the PSUs:

28% of the grant is based on criteria related to the completion of construction of Phase Il and the final costs of construction (“ Construction ”) based on the construction budget (the “ Budget ”). These PSUs will vest at target if Construction is completed on or before the applicable target date (the “ Construction Target Date ”) and on Budget, with the possibility of a 160% payout multiplier if Construction is completed on or before the date that is three months before the Construction Target Date. Only 50% of the PSUs will vest if Construction is completed on the date that is three months after the Construction Target Date and on Budget. If Construction is completed at a cost above Budget by no more than a predetermined threshold, the number of PSUs that will vest will be reduced by 20%. No vesting of these PSUs will occur if Construction is not completed by the date that is three months after the Construction Target Date or if Construction is completed for a cost above Budget by more than the predetermined threshold.
12% of the grant is based on criteria related to the number of incidents of “Lost Time Injury” occurring per 200,000 hours during Construction, with no PSUs vesting if an incident of death or mutilation or if more than seven incidents of “Lost Time Injury” per 200,000 hours occur during Construction.
40% of the grant is based on criteria related to achievement of commercial production of Phase II. These PSUs will vest at target if commercial production is achieved on the applicable target date (the “ Commercial Production Target Date ”), with the possibility of a 160% payout multiplier if commercial production is achieved on or before the date that is three months before the Commercial Production Target Date. Only 50% of the PSUs will vest if commercial production is achieved on the date that is three months after the Commercial Production Target Date. No vesting of these PSUs will occur if commercial production is not achieved by the date that is three months after the Commercial Production Target Date.
20% of the grant is based on criteria related to achievement of nameplate capacity of Phase II. These PSUs will vest at target if nameplate capacity is achieved on or before the applicable target date (the “ Nameplate Capacity Target Date ”), with the possibility of a 160% payout multiplier if nameplate capacity is achieved on or before the date that is three months before the Nameplate Capacity Target Date. Only 50% of the PSUs will vest if nameplate capacity is achieved on the date that is three months after the Nameplate Capacity Target Date. No vesting of these PSUs will occur if nameplate capacity is not achieved by the date that is three months after the Nameplate Capacity Target Date.

The Board believes those vesting criteria properly incentivize management to ensure that Phase II be completed on or ahead of schedule and on Budget, which would result in additional revenue to the Company such that NEOs’ interests are aligned with those of the Shareholders. In particular, the Board believes that the construction, commercial production and nameplate capacity milestones represent the key milestones to successful completion of Phase II and that having a portion of the PSUs vesting based on the incident frequency during construction is consistent with the Company’s commitment to ensuring health and safety of employees, partners and local communities.

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As of March 31, 2022, none of the foregoing milestones had been achieved and none of those PSUs were therefore vested.

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Minimum
Target Stretch
Threshold
NEO Weighting (100% Performance (160%
(50% Performance
Level) Performance Level)
Level)
Construction Milestone [(1)] 28% 3 months delayed On target 3 months early
Incident Frequency during
Construction (per 200,000
hours) 12% 7 incidents [(2)] 5 incidents 3 incidents
Commercial Production
Milestone 40% 3 months delayed On target 3 months early
Nameplate Capacity Milestone 20% 3 months delayed On target 3 months early
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Notes:

(1) Completion of construction is achieved if the concentrator successfully demonstrates that 66% Fe concentrate can be produced. In addition to the payout targets set out in the table, vesting of such PSUs will vary based on the final costs of Construction compared to the Budget. If Construction is completed on Budget, the payout multipliers set out above will remain the same. If Construction is completed for a cost above Budget by not more than 15%, 80% of the PSUs will vest upon completion of Construction, and if Construction is completed for a cost above Budget by more than 15%, none of such PSUs will vest.

(2) If an incident of death or mutilation occurs during Construction, none of such PSUs will vest.

iv) Retirement plan contributions and personal benefits

Champion adopted two different pension plans for its employees, including the NEOs, effective as of April 1, 2017 as well as a non-registered savings plan. Personal group health and life insurance benefits provided to the NEOs are available to all permanent full-time employees of the Company. At the discretion of the Board and based on market-prevalent practices, other perquisites may be provided to NEOs in relation to the specific office held by each NEO.

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Eligibility Upon start of employment for all employees
Participation Full-time employees: compulsory
Contributions Employee: 3% of base salary
Additional contributions permitted
Employer: 6% of base salary and additional employee’s contributions matched from 100% to
200% based on age plus years of service
Maximum 18% of base salary, up to a maximum of $27,830 for the calendar year 2021 within the pension
Contributions fund or retirement and saving plan, excessed in non-registered savings plan
Vesting Immediate
Transfers from Permitted
Other Plans
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The following table lays out, for each NEO, the accumulated value at the start of the financial year, the compensatory value and the accumulated value at the end of the financial year ended March 31, 2022.

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Name Accumulated Value at Employer’s Employee’s Accumulated Value at
Start of Year Contribution Contribution Year-End
David Cataford 369,298 96,228 54,988 520,514
Natacha Garoute 179,985 54,389 31,080 265,454
Alexandre Belleau 196,656 53,344 30,482 280,482
Steve Boucratie 105,329 51,238 29,280 185,847
Michael Marcotte 89,647 34,990 23,326 147,963
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Directors who are not NEOs are not eligible for, and have not received, any of the retirement plan contributions and personal benefits set out above during the financial year ended March 31, 2022.

2022 REMUNERATION AWARDS FOR THE NAMED EXECUTIVE OFFICERS

Annual base salary, bonus, PSU grants and RSU grants in relation to the 2022 financial year to the NEOs were as follows. In compliance with the Company share trading policy, the RSU and PSU with respect to the annual performance for the financial year ended March 31, 2022 were granted on June 6, 2022. In the 2022 financial year, in light of the importance of the Phase II expansion, which aims to double the nameplate capacity of Bloom Lake and which will have a direct impact on shareholder returns for a number of subsequent years, vesting of a portion of the PSUs granted under the LTIP is aligned with the achievement of key milestones to successful completion of the Phase II project. Those PSUs were granted in June 2021.

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Annual Total RSU Number Total PSU Number
Bonus
Name Base Salary Grant of RSUs Grant of PSUs
($)
($) ($) (#) ($) (#)
David Cataford 900,000 1,381,219 $810,000 74,139 [(1)] $4,215,000 487,013 [(2) ]
CEO 176,342 [(3)]
Natacha Garoute 500,000 552,488 $0 0 $1,000,000 162,338 [(2)]
Former CFO
Alexandre Belleau 500,000 552,488 $260,000 37,736 [(1)] $1,390,000 162,338 [(2) ]
Chief Operating Officer 56,604 [(3)]
Steve Boucratie 480,000 471,456 $230,400 33,440 [(1)] $1,345,600 162,338 [(2) ]
Senior Vice-President, General 50,159 [(3)]
Counsel and Corporate Secretary
Michael Marcotte 380,000 326,582 $182,400 26,473 [(1)] $773,600 81,169 [(2) ]
Senior Vice-President, Corporate 39,710 [(3)]
Development and Capital Markets
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Notes:

(1) The number of RSUs granted on June 6, 2022 was determined based on the fair market value of the common shares of the Company. The fair market value of the stock at the time of grant was $6.89.

(2) The PSUs in relation with the Phase II expansion were granted on June 7, 2021. The fair market value of the stock at the time of grant was $6.16.

(3) The number of RSUs granted on June 6, 2022 was determined based on the fair market value of the common shares of the Company. The fair market value of the stock at the time of grant was $6.89.

Further information pertaining to the NEO’s remuneration for the past three fiscal years is found in the section “ Summary Compensation Table ” below.

SUMMARY COMPENSATION TABLE

The following table discloses a summary of remuneration earned by each of Champion’s NEOs for each of the three most recently completed financial years ended March 31, 2022, 2021 and 2020. As described in the footnotes to the summary compensation table, amounts presented under the columns entitled Share-Based Awards and Option-Based Awards reflect the full fair values of the awards as measured at their respective grant dates. Accordingly, the amounts presented thereunder are not reflective of the related accounting expense for the period. Refer to the section “ Details of Total Statutory Remuneration for KMP (Named Executive Officers and Directors) ” on page 39 of this Circular for the statutory remuneration table as calculated with reference to the Corporations Act.

When determining the grants of long-term equity awards made by the Company during each financial year ended March 31, the Board takes into consideration annual performance for the previous financial year. Accordingly, grants are typically made after the publication of the annual results for such financial year. For example, long-term incentive equity awards which are granted taking into consideration the annual performance for the financial year ended March 31, 2022 were granted on June 6, 2022. The value of an incentive award is included below in the year during which the grant of the award was made. Further information pertaining to the NEOs’ LTI remuneration for the 2022 financial year is presented in the section, “ 2022 Remuneration Awards for the Named Executive Officers ”, above.

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Non-Equity
incentive Plan
Compensation
Long-
Share- Option- Annual Term
Name and Based Based Incentive Incentive Pension All Other At
Principal Salary Awards [(1)] Awards [(2)] Plans Plans Value Compensation Total Risk
Position Year ($) ($) ($) ($) ($) ($) ($) ($) (%)
2022 900,000 4,500,000 — 1,381,219 — 96,228 42,400 6,919,847 85%
David Cataford
2021 750,000 900,000 645,000 1,262,573 — 80,850 40,380 3,678,803 76%
CEO
2020 600,000 500,000 — 753,399 — 65,098 43,528 1,962,025 64%
Natacha 2022 500,000 1,516,000 — 552,488 — 54,389 29,840 2,652,717 78%
Garoute [(3)]
Former CFO 2021 430,000 400,000 645,000 452,422 — 47,250 28,045 2,002,717 75%
2020 400,000 733,295 192,092 [(4) ] 375,000 — 44,317 32,032 1,776,736 73%
Alexandre 2022 500,000 1,516,000 — 552,488 53,344 17,585 2,639,417 78%
Belleau
Chief 2021 430,000 236,250 645,000 452,422 — 45,237 7,454 1,816,363 73%
Operating
Officer 2020 319,730 182,001 124,000 328,381 — 31,553 6,647 992,312 64%
Steve Boucratie 2022 480,000 1,480,000 — 471,456 — 51,238 21,999 2,504,693 78%
Senior Vice-
2021 400,000 228,000 645,000 420,858 — 42,000 8,152 1,744,010 74%
President,
General
Counsel and
Corporate
Secretary 2020 238,365 [(5) ] — 560,988 [(5) ] 214,719 — 25,028 6,316 1,045,416 74%
Michael 2022 380,000 746,500 — (6) 326,582 — 34,990 21,630 1,509,702 71%
Marcotte
Senior Vice- 2021 290,000 164,500 645,000 203,435 — 26,100 8,047 1,337,082 76%
President,
Corporate
Development
and Capital
Markets 2020 239,113 164,500 — 151,967 — 21,519 6,973 584,072 54%
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Notes:

(4) Share-based awards consist of RSUs or PSUs which are subject to vesting criteria. The Share-based awards value is based on the fair market value of the stock price at the time of the grant. For the awards granted in the year ended March 31, 2022, the fair market value of the stock at the time of grant was at $6.16, and the amounts included in this column represent the value of the RSUs and PSUs granted in the year taking into consideration the annual performance for the year ended March 31, 2021 (which amounted to $1,500,000, $516,000, $516,000, $480,000 and $246,500 in the case of Mr. Cataford, Ms. Garoute, Mr. Belleau, Mr. Boucratie and Mr. Marcotte, respectively) and the value of the PSUs granted in the year for which the vesting is aligned with the achievement of key milestones to successful completion of the Phase II project (which amounted to $3,000,000 in the case of Mr. Cataford, $1,000,000 in the case of each of Ms. Garoute, Mr. Belleau and Mr. Boucratie and $500,000 in the case of Mr. Marcotte). For the awards granted in the year ended March 31, 2020, taking into consideration the annual performance for the year ended March 31, 2019, the RSUs granted to Ms. Garoute in relation with her appointment as CFO was measured on a fair market value of the stock of $2.21 for a value amounting to $358,295. The remaining part ($375,000) relates to the 2019 grant. The RSUs and PSUs to be granted taking into consideration the annual performance for the financial year ended March 31, 2022 were granted on June 6, 2022. The fair market value of the stock at the time of grant was $6.89.

(5) No stock options were granted to NEOs during the year ended March 31, 2022. Option-based awards represent the fair value of stock options granted or recognized in the year under the Company’s LTIP. Grant date fair value calculations for option grants are based on the Black-Scholes Option Price Model which used the following assumptions determined on the date of grant:

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Fiscal Year-End Grant Date Risk Free Interest Rate Expected Average Life Expected Volatility Exercise Price ($) Fair Value ($)
2021 February 5, 2021 0.39% 4 years 55% 5.00 2.15
2020 April 15, 2019 1.79% 3 years 86% 2.21 1.10
2020 May 20, 2019 1.79% 3 years 86% 2.53 1.56
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Option-pricing models require the use of highly subjective estimates and assumptions including the expected stock price volatility. Changes in the underlying assumptions can materially affect the fair value estimates and therefore, in management’s opinion, existing models do not necessarily provide a reliable measure of the fair value of the Company’s option-based awards.

(6) On April 11, 2022, the Company announced that Ms. Garoute would be departing the Company following the 2022 fiscal year-end results. Ms. Garoute’s successor was announced by the Company on July 4, 2022.

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(7) Ms. Garoute was appointed CFO of Champion on August 13, 2018 and did not earn any remuneration from Champion prior to such date. Upon joining the Company, Ms. Garoute was awarded 200,932 stock options on September 14, 2018 for a fair value of $114,531 and 174,502 stock options on April 15, 2019 for a fair value of $192,092.
(8) Mr. Boucratie was promoted to Senior Vice-President, General Counsel and Corporate Secretary of the Company on September 9, 2021. Prior to that, Mr. Boucratie had been Vice-President, General Counsel and Corporate Secretary of the Company and an NEO since May 20, 2019. Mr. Boucratie did not earn any remuneration from the Company prior to May 20, 2019. Upon joining the Company, Mr. Boucratie was granted 360,000 stock options with a value of $560,988.
(9) Mr. Marcotte was promoted to Senior Vice-President, Corporate Development and Capital Markets of the Company on September 9, 2021. Prior to that, Mr. Marcotte was Vice-President, Investor Relations of the Company and earned remuneration from the Company in such role.

OMNIBUS INCENTIVE PLAN AWARDS

Outstanding Share-Based Awards and Option-Based Awards

The following table sets out the outstanding option-based and share-based awards for NEOs as at March 31, 2022, the end of the Company’s most recently completed financial year.

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Option-Based Awards Share-Based Awards [(2)]
Market or
Payout Market or
Number of Value of Payout Value
Number of Value of Shares or Share- of Vested
Securities Unexercised Units of Based Share-Based
Underlying Option Option In-the- Shares Awards Awards not
Unexercised Exercise Expiration Money that Have that Have Paid Out or
Options Price Date Options not Vested not Vested Distributed
Name (#) ($) (M/D/Y) ($) [(1)] (#) ($) ($)
David Cataford February 5,
300,000 5.00 648,000 1,256,796 8,998,657 828,153
CEO 2025
Natacha Garoute February 5,
300,000 5.00 648,000 531,931 3,808,627 506,606
Former CFO 2025
Alexandre Belleau [(3)]
February 5,
Chief Operating 300,000 5.00 648,000 400,255 2,865,827 256,750
2025
Officer
Steve Boucratie [(4)]
Senior Vice-
February 5,
President, General 300,000 5.00 648,000 330,370 2,365,449 94,943
2025
Counsel and
Corporate Secretary
Michael Marcotte [(5)]
Senior Vice-
February 5,
President, Corporate 300,000 5.00 648,000 240,325 1,720,730 211,643
2025
Development and
Capital Markets
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Notes:

(1) The value of unexercised in-the-money options noted above is based on the difference between the closing market price of the Company’s Shares on the TSX of $7.16 on March 31, 2022, and the exercise price of the option.

(2) Share-based awards consist of RSUs and PSUs, are settled in Shares or cash in accordance with the Company’s Omnibus Incentive Plan and include RSUs and PSUs issued as dividend equivalents. RSUs vest over a specific period of time while PSUs vest upon meeting predetermined performance criteria. For more information regarding RSU and PSU vesting, please see Schedule “C” to this Circular which contains a summary of the Omnibus Incentive Plan. The market or payout value is based on the TSX market closing price of the Shares on March 31, 2022 being $7.16.

(3) Mr. Belleau joined the Company in 2016 and was appointed Chief Operating Officer of the Company on July 22, 2020.

(4) Mr. Boucratie was promoted to Senior Vice-President, General Counsel and Corporate Secretary on September 9, 2021. Prior to that, Mr. Boucratie had been Vice-President, General Counsel and Corporate Secretary of the Company since May 20, 2019.

(5) Mr. Marcotte was promoted to Vice-President, Corporate Development and Capital Markets of the Company on September 9, 2021. Prior to that, Mr. Marcotte was Vice-President, Investor Relations of the Company.

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Omnibus Incentive Plan Awards – Value Vested or Earned During the Year

The following table discloses incentive plan awards, including annual incentive bonuses and contracted milestone bonuses, vested or awarded during the financial year ended March 31, 2022 (all dollar amounts in Canadian dollars):

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Value Vested
Value Earned During the Year ($)
During the Year ($)
Name
Non-Equity Incentive Plan
Option-Based Awards Share-Based Awards
Compensation
David Cataford 115,000 524,920 1,381,219
Natacha Garoute 115,000 572,816 552,488
Alexandre Belleau 115,000 156,294 552,488
Steve Boucratie 586,600 80,893 471,456
Michael Marcotte 115,000 123,868 326,582
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Note: Option-based awards value vested during the year is the difference between the market price of the underlying securities at vesting date and the exercise price of the options under the option-based award. Share-based award value vested during the year is calculated using the Company’s share price on the vesting date. Share-based awards consist of RSUs and PSUs and include RSUs and PSUs issued as dividend equivalents.

AGREEMENTS WITH NAMED EXECUTIVE OFFICERS

The Company has written employment agreements with its NEOs. These contracts, which are governed by the laws of the Province of Quebec, provide for the payment and provision of other benefits triggered by a termination without cause as described below. Employment laws applicable in the Province of Quebec require the Company to provide employees, in the case of termination other than for cause, reasonable notice or pay in lieu thereof, and such reasonable notice period which, in the case of the NEOs, would reasonably be expected to exceed 12 months in each case. The Board believes that providing such severance entitlements upon termination without cause is advisable in order to provide NEOs with severance entitlements that are reflective of generally accepted market practices of the Company’s peers and that would not reasonably be expected to be below the minimum applicable notice period required under employment laws applicable in the Province of Quebec in light of the applicable case law. In addition, the employment agreement of each NEO provides for the acceleration of vesting (as if vesting occurred at 100%) of incentive awards in the event a change of control occurs during the term of their employment, as further described below.

David Cataford – Chief Executive Officer

Mr. Cataford was appointed Chief Executive Officer of the Company on April 1, 2019. Mr. Cataford had been Champion’s Chief Operating Officer since March 20, 2017. In 2021, Mr. Cataford and Champion entered into an amended and restated employment agreement under which Mr. Cataford is entitled to participate in all elements of the executive remuneration program as well as any group insurance or health benefit plans the Company establishes.

Mr. Cataford’s employment agreement includes termination remuneration and benefit scenarios. Under the terms of Mr. Cataford’s employment agreement, no remuneration other than remuneration earned prior to the date of termination is payable by the Company in the event the employment agreement is terminated for just cause, voluntarily terminated or terminated due to death.

The Company may terminate the employment agreement at any time without cause by providing 60 days’ notice, pay in lieu of notice or a combination of notice or pay in lieu thereof which covers the 60 days’ notice period. In such scenario, the Company would pay to Mr. Cataford a lump sum severance payment equal to (i) an indemnity in lieu of reasonable notice equal to 24 months of Mr. Cataford then current annual base salary, (ii) an indemnity for loss of STIP bonus calculated by taking an average of the annual STIP bonuses paid to Mr. Cataford in the three years immediately preceding the date of termination, dividing by 12 and multiplying by 24, (iii) an indemnity for loss of pension plan contributions of Mr. Cataford’s then current annual base salary divided by 12 and multiplied by 24, and (iv) an indemnity for the loss of the annual car allowance and financial advice allowance on a 24-month period. In addition, the Company will be required to maintain Mr. Cataford’s participation in the same group insurance and/or health benefit plans as those he was entitled or participating immediately prior to termination (except for disability insurance) for a period of 24 months, and all unvested stock options, RSUs or PSUs held by Mr. Cataford that would have otherwise vested during the 24 months following termination had Mr. Cataford remained employed will immediately vest (as if vesting occurred at 100%), become exercisable and payable. If Mr. Cataford resigns due to an event that constitutes constructive dismissal under common law

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and constructive dismissal did in fact exist at the time of Mr. Cataford’s resignation, the Company will be required to pay severance equal to that which would have been payable had Mr. Cataford been terminated without cause.

Natacha Garoute – Former Chief Financial Officer

Ms. Garoute was appointed Chief Financial Officer of the Company on August 13, 2018. In 2021, Ms. Garoute and Champion entered into an amended and restated employment agreement under which Ms. Garoute was entitled to participate in all elements of the executive remuneration program as well as any group insurance or health benefit plans the Company establishes. Ms. Garoute has departed from the Company following the 2022 fiscal year-end results.

Ms. Garoute’s employment agreement included termination remuneration and benefit scenarios. Under the terms of Ms. Garoute’s employment agreement, no remuneration other than remuneration earned prior to the date of termination was payable by the Company in the event the employment agreement was terminated for just cause, voluntarily terminated or terminated due to death.

Pursuant to the employment agreement in force as at March 31, 2022, the Company was entitled to terminate the employment agreement at any time without cause by providing 60 days’ notice, pay in lieu of notice or a combination of notice or pay in lieu thereof which covers the 60 days’ notice period. In such scenario, the Company would have had to pay to Ms. Garoute a lump sum severance payment equal to (i) an indemnity in lieu of reasonable notice equal to 18 months of Ms. Garoute’s then current annual base salary, (ii) an indemnity for loss of STIP bonus calculated by taking an average of the annual STIP bonuses paid to Ms. Garoute in the three years immediately preceding the date of termination, dividing by 12 and multiplying by 18, (iii) an indemnity for loss of pension plan contributions of Ms. Garoute’s then current annual base salary divided by 12 and multiplied by 18, and (iv) an indemnity for the loss of the annual car allowance and financial advice allowance on an 18-month period. In addition, the Company would have been required to maintain Ms. Garoute’s participation in the same group insurance and/or health benefit plans as those she was entitled to or participating in immediately prior to termination (except for disability insurance) for a period of 18 months, and all unvested stock options, RSUs or PSUs held by Ms. Garoute that would have otherwise vested during the 18 months following termination had Ms. Garoute remained employed would have immediately vested (as if vesting occurred at 100%) and become exercisable and payable. If Ms. Garoute had resigned due to an event that would have constituted constructive dismissal under common law and constructive dismissal did in fact exist at the time of Ms. Garoute’s resignation, the Company would have been required to pay severance equal to that which would have been payable had Ms. Garoute been terminated without cause.

Alexandre Belleau – Chief Operating Officer

Mr. Belleau was appointed Chief Operating Officer of the Company on July 22, 2020. In 2021, Mr. Belleau and Champion entered into an amended and restated employment agreement under which Mr. Belleau is entitled to participate in all elements of the executive remuneration program as well as any group insurance or health benefit plans the Company establishes.

Mr. Belleau’s employment agreement includes termination remuneration and benefit scenarios. Under the terms of Mr. Belleau’s employment agreement, no remuneration other than remuneration earned prior to the date of termination is payable by the Company in the event the employment agreement is terminated for just cause, voluntarily terminated or terminated due to death.

The Company may terminate the employment agreement at any time without cause by providing 60 days’ notice, pay in lieu of notice or a combination of notice or pay in lieu thereof which covers the 60 days’ notice period. In such scenario, the Company would pay to Mr. Belleau a lump sum severance payment equal to (i) an indemnity in lieu of reasonable notice equal to 18 months of Mr. Belleau’s then current annual base salary, (ii) an indemnity for loss of STIP bonus calculated by taking an average of the annual STIP bonuses paid to Mr. Belleau in the three years immediately preceding the date of termination, dividing by 12 and multiplying by 18 (if at the date of termination, Mr. Belleau had not completed three years of employment with the Company, the indemnity for loss of STIP bonus shall be based on the STIP bonus paid to Mr. Belleau in the year prior to the date of termination, divided by 12 and multiplied by 18), (iii) an indemnity for loss of pension plan contributions of Mr. Belleau’s then current annual base salary divided by 12 and multiplied by 18, and (iv) an indemnity for the loss of the annual car allowance and financial advice allowance on an 18-month period. In addition, the Company will be required to maintain Mr. Belleau’s participation in the same group insurance and/or health benefit plans as those he was entitled or participating immediately prior to termination (except for disability insurance) for a period of 18 months, and all unvested stock options, RSUs or PSUs held by Mr. Belleau that would have otherwise vested during the 18 months following termination had Mr. Belleau remained employed will immediately vest (as if vesting occurred at 100%), become exercisable and payable. If Mr. Belleau resigns due to an event that constitutes constructive dismissal under common law and constructive dismissal did in fact exist at the time of Mr. Belleau’s

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resignation, the Company will be required to pay severance equal to that which would have been payable had Mr. Belleau been terminated without cause.

Steve Boucratie – Senior Vice-President, General Counsel and Corporate Secretary

Mr. Boucratie was appointed Vice-President, General Counsel and Corporate Secretary of the Company on May 20, 2019. On September 9, 2021, Mr. Boucratie was promoted to Senior Vice-President, General Counsel and Corporate Secretary. Mr. Boucratie and Champion entered into an employment agreement under which Mr. Boucratie is entitled to participate in all elements of the executive remuneration program as well as any group insurance or health benefit plans the Company establishes.

Mr. Boucratie’s employment agreement includes termination remuneration and benefit scenarios. Under the terms of Mr. Boucratie’s employment agreement, no remuneration other than remuneration earned prior to the date of termination is payable by the Company in the event the employment agreement is terminated for just cause, voluntarily terminated or terminated due to death.

The Company may terminate the employment agreement at any time without cause by providing 60 days’ notice, pay in lieu of notice or a combination of notice or pay in lieu thereof which covers the 60 days’ notice period. In such scenario, the Company would pay to Mr. Boucratie a lump sum severance payment equal to (i) an indemnity in lieu of reasonable notice equal to 18 months of Mr. Boucratie’s then current annual base salary, (ii) an indemnity for loss of STIP bonus calculated by taking an average of the annual STIP bonuses paid to Mr. Boucratie in the three years immediately preceding the date of termination, dividing by 12 and multiplying by 18 (if at the date of termination, Mr. Boucratie had not completed three years of employment with the Company, the indemnity for loss of STIP bonus shall be based on the STIP bonus paid to Mr. Boucratie in the year prior to the date of termination, divided by 12 and multiplied by 18), (iii) an indemnity for loss of pension plan contributions of Mr. Boucratie’s then current annual base salary divided by 12 and multiplied by 18, and (iv) an indemnity for the loss of the annual car allowance and financial advice allowance on an 18month period. In addition, the Company will be required to maintain Mr. Boucratie’s participation in the same group insurance and/or health benefit plans as those he was entitled or participating immediately prior to termination (except for disability insurance) for a period of 18 months, and all unvested stock options, RSUs or PSUs held by Mr. Boucratie that would have otherwise vested during the 18 months following termination had Mr. Boucratie remained employed will immediately vest (as if vesting occurred at 100%), become exercisable and payable. If Mr. Boucratie resigns due to an event that constitutes constructive dismissal under common law and constructive dismissal did in fact exist at the time of Mr. Boucratie’s resignation, the Company will be required to pay severance equal to that which would have been payable had Mr. Boucratie been terminated without cause.

Michael Marcotte – Senior Vice-President, Corporate Development and Capital Markets

Mr. Marcotte was appointed Vice-President, Investor Relations of the Company on January 10, 2019. On September 9, 2021, Mr. Marcotte was promoted to Senior Vice-President, Corporate Development and Capital Markets. Mr. Marcotte and Champion entered into an employment agreement under which Mr. Marcotte is entitled to participate in all elements of the executive remuneration program as well as any group insurance or health benefit plans the Company establishes.

Mr. Marcotte’s employment agreement includes termination remuneration and benefit scenarios. Under the terms of Mr. Marcotte’s employment agreement, no remuneration other than remuneration earned prior to the date of termination is payable by the Company in the event the employment agreement is terminated for just cause, voluntarily terminated or terminated due to death.

The Company may terminate the employment agreement at any time without cause by providing 60 days’ notice, pay in lieu of notice or a combination of notice or pay in lieu thereof which covers the 60 days’ notice period. In such scenario, the Company would pay to Mr. Marcotte a lump sum severance payment equal to (i) an indemnity in lieu of reasonable notice equal to 18 months of Mr. Marcotte’s then current annual base salary, (ii) an indemnity for loss of STIP bonus calculated by taking an average of the annual STIP bonuses paid to Mr. Marcotte in the three years immediately preceding the date of termination, dividing by 12 and multiplying by 18, (iii) an indemnity for loss of pension plan contributions of Mr. Marcotte’s then current annual base salary divided by 12 and multiplied by 18, and (iv) an indemnity for the loss of the annual car allowance and financial advice allowance on an 18-month period. In addition, the Company will be required to maintain Mr. Marcotte’s participation in the same group insurance and/or health benefit plans as those he was entitled or participating immediately prior to termination (except for disability insurance) for a period of 18 months, and all unvested stock options, RSUs or PSUs held by Mr. Marcotte that would have otherwise vested during the 18 months following termination had Mr. Marcotte remained employed will immediately vest (as if vesting occurred at 100%), become exercisable and payable. If Mr. Marcotte resigns due to an event that constitutes constructive dismissal under common law and constructive dismissal did in fact exist at the time of Mr. Marcotte’s resignation, the Company will be required to pay severance equal to that which would have been payable had Mr. Marcotte been terminated without cause.

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Executive Employment Agreements – Change of control

The employment agreement or amended and restated employment agreement, as the case may be, entered into between the Company and each of the NEOs further provides that in the event a change of control (as such term is defined in the agreement) occurs during their respective term of employment (that does not involve a transfer of the whole or any part of the undertaking or property of the Company), all of their respective unvested stock options, RSUs and PSUs will immediately vest (as if vesting occurred at 100%) and become exercisable.

TERMINATION AND CHANGE OF CONTROL BENEFITS

NEOs gain strategic business knowledge during their employment. Champion ensures that this information is not used to the detriment of the Company by any executive following termination. To protect the Company’s interests, the employment agreements entered into between Champion and its NEOs include customary non-competition and nonsolicitation covenants applicable during the term of the agreements and for a period of twelve months following the end of employment, together with customary confidentiality clauses.

The following table sets forth the estimated incremental value that would become payable to each NEO in the event of employment termination by the Company without cause (including following a change of control) or in the event of a change of control of the Company, in each case as if the triggering event (change of control or termination without cause) had occurred on March 31, 2022.

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Termination Termination Without Cause Change of
Without Cause [(1)] Following Change of Control [(2)] Control [(3)]
($) ($) ($)
David Cataford
12,959,026 13,508,450 9,214,656
CEO
Natacha Garoute
5,569,666 5,573,333 4,024,628
Former CFO
Alexandre Belleau
4,561,800 4,592,223 3,081,828
Chief Operating Officer
Steve Boucratie
Senior Vice-President, General Counsel 3,918,748 3,945,567 2,581,450
and Corporate Secretary
Michael Marcotte
Senior Vice-President, Corporate 2,914,022 2,914,022 1,936,730
Development and Capital Markets
----- End of picture text -----

Notes:

(1) Amounts represent the value of the severance entitlements described under “ Agreements with Named Executive Officers (NEOs) ” above, and include the incremental value of the unvested stock options, RSUs or PSUs held by the NEO that would have otherwise vested during the severance period had the NEO remained employed that will immediately vest (as if vesting occurred at 100%) and become exercisable upon termination without cause (based on the TSX market closing price of the Shares on March 31, 2022 of $7.16). Amounts do not include the value of vested in-the-money options and vested and undelivered RSUs.

(2) Amounts represent the aggregate of (i) the incremental value of unvested stock options, RSUs and PSUs which will immediately vest (as if vesting occurred at 100%) and become exercisable upon a change of control of the Company (based on the TSX market closing price of the Shares on March 31, 2022 of $7.16), and (ii) the value of the severance entitlements described under “ Agreements with Named Executive Officers (NEOs) ” above (without duplication with respect to unvested stock options, RSU and PSUs which would have immediately vested and become exercisable upon the change of control). Amounts do not include the value of vested in-the-money options and vested and undelivered RSUs.

(3) Amounts represent the incremental value of unvested stock options, RSUs and PSUs which will immediately vest (as if vesting occurred at 100%) and become exercisable upon a change of control of the Company (based on the TSX market closing price of the Shares on March 31, 2022 of $7.16).

PERFORMANCE GRAPH

The following graph and table is a reporting requirement under Canadian securities laws, and compares the Company’s five-year cumulative total shareholder return had $100 been invested in the Company on the first day of the five-year period at the closing price of the Ordinary Shares on that date (April 1, 2017), with the cumulative total return of the S&P/TSX Composite Index and the S&P/TSX Global Mining Index over the five most recently completed financial years ended on March 31.

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The following table discloses key production, revenue, net income (loss), EBITDA[*] and share price metrics for each of the financial years during the period from April 1, 2017 to March 31, 2022:

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Year Ended Year Ended Year Ended Year Ended Year Ended
March 31, 2022 March 31, 2021 March 31, 2020 March 31, 2019 March 31, 2018
Production (wet metric tonnes) 7,907,300 8,001,200 7,903,700 6,994,500 623,300
Revenue 1,460,806,000 1,281,815,000 785,086,000 655,129,000 —
EBITDA [] 925,817,000 819,477,000 347,433,000 276,575,000 (80,006,000)
Net income (loss) 522,585,000 464,425,000 121,050,000 147,599,000 (107,331,000)
Share price at March 31 7.16 5.16 1.35 1.96 1.17
Share price at March 31 (A$) 7.81 5.48 1.51 2.16 1.18
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From April 1, 2017 to March 31, 2022, the share price of the Company increased by 595% compared to an increase of 41% and 105% in the S&P/TSX Composite and in the S&P/TSX Global base Metal Index, respectively, during the corresponding five-year period. During the same period, the aggregate remuneration of all individuals acting as NEOs increased by 493%, from a base of $2,838,145 in 2017 to $16,830,687 in 2022.

This increase in aggregate remuneration for all NEOs over the five-year period can be attributed to several factors, including the ongoing growth in the size and complexity of the business, which resulted in the addition of new officers, along with the development of the Company as it transitioned from development to production. Additionally, the Company is now focused on executing several complex growth projects, including its Phase II expansion and ongoing studies regarding organic growth opportunities such as the DR pellet feed plant and the Kami Project. As such, the Company recently announced the commissioning of its Phase II expansion ahead of schedule. The compensation of NEOs also reflects the tightening of the employment market for mining executives over that period.

Accordingly, the Company’s share price has significantly outperformed its peers since April 1, 2017, while also outpacing the growth in NEO remuneration. The Board is of the view that this has been driven by:

management’s advancement of the Bloom Lake Mine through several stages, including acquisition, evaluation, financing, restart of operation and production ramp-up of the Phase I project, then planning and construction of the Phase II expansion throughout volatile macroeconomic environments and within budgeted constraints;
the operational and financial performance generated by the Bloom Lake iron ore mine since it went into production in 2018;

Non-IFRS financial measure or ratio with no standard meaning under the financial reporting framework used to prepare the financial statements. Refer to section “ Non-IFRS Financial Measures and Ratios ” above.

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achieving record production to capture elevated Fe prices and generate record EBITDA[*] during the COVID-19 pandemic while progressing the construction of the Phase II expansion aiming at doubling the Bloom Lake iron mine’s production;
the acquisition of properties in the Labrador Trough, including the Kami Project and the Lac Lamêlée project; and
the advancement of studies to consider organic growth projects, including the DR pellet feed plant to upgrade the Company’s iron ore concentrate to 69% Fe and the Kami Project feasibility study.

As discussed above, the majority of NEO remuneration is “at risk”, as short-term incentive (bonus) and long-term incentive remuneration are tied directly or indirectly to Company performance, achievement of milestones relating to Phase II and relative and/or absolute shareholder returns (including performance of the Company’s Share price relative to a peer group, with a view to ensure that executives are motivated to deliver returns that are superior to what a shareholder could achieve in the broader market). As a consequence, actual NEO remuneration will increase with the outperformance of the Company’s share price compared to industry peers, but conversely decrease in the face of an underperforming share price. The Board believes this is the ultimate test of the “pay-for-performance” principle and true alignment of NEO remuneration with shareholder returns.

DIRECTOR REMUNERATION

Remuneration Philosophy and Approach

The remuneration arrangements for non-executive directors are intended to attract highly qualified individuals with the capability to meet the challenging oversight responsibilities of a mining company and to closely align non-employee directors’ interests with shareholder interests. Since the introduction of the Omnibus Incentive Plan, non-employee directors may receive equity-based remuneration in the form of DSU grants in lieu of the whole or part of their annual compensation. See “Equity Remuneration Arrangements for Directors”, below for details on the Omnibus Incentive Plan.

The Remuneration and Nomination Committee reviews director compensation at least once a year and makes remuneration recommendations to the Board for its review and approval. Recommendations take into consideration the directors’ time commitment, duties and responsibilities, and director remuneration practices and levels at comparable companies.

Remuneration Arrangements for Non-Executive Directors

In conjunction with the review of executive compensation conducted for the year ended March 31, 2021, the Remuneration and Nomination Committee of the Board hired Mercer to provide an independent, third-party analysis of the Company’s director compensation levels and practices. Based on the findings and recommendations of the 2021 Mercer report, the Board set the following non-executive director remuneration framework starting August 2021:

annual cash retainer of $200,000 for non-executive directors;
cash retainer of $60,000 for lead director;
cash retainer of $40,000 for Chair of Audit Committee and Chairman of Remuneration and Nomination Committee;
cash retainer of $20,000 for Chair of Environmental, Social and Governance Committee;
no retainer for Committee members;
no additional fees are paid for attendance at Board or committee meetings; and
directors have all reasonable expenses covered when travelling on Company business.

Non-IFRS financial measure or ratio with no standard meaning under the financial reporting framework used to prepare the financial statements. Refer to section “ Non-IFRS Financial Measures and Ratios ” above.

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At the 2021 annual meeting of Shareholders, the Shareholders approved, for the purpose of ASX Listing Rule 10.17, Clause 10.2 of the Company’s constitution and for all other purposes, that the aggregate maximum sum available for the remuneration of non-executive directors be increased by C$750,000 from C$1.0 million per year to C$1.75 million per year.

In conjunction with the review of executive compensation conducted for the year ended March 31, 2019, the Remuneration and Nomination Committee of the Board hired Mercer to provide an independent, third-party analysis of the Company’s director compensation levels and practices. Based on the findings and recommendations of the 2019 Mercer report, the Board adopted the Omnibus Incentive Plan on June 24, 2018 to more closely align non-employee directors directly with the interests of Shareholders. The Omnibus Incentive Plan was subsequently ratified by Shareholders at the annual shareholder meeting held on August 17, 2018 and re-approved at the 2021 annual meeting. The purpose of the DSU portion of the Omnibus Incentive Plan is to promote the alignment of interests between directors and Shareholders and it is an important component of non-employee director remuneration because it:

provides a remuneration system for directors that is reflective of the responsibility, commitment and risk accompanying Board membership;
assists the Company to attract and retain individuals with experience and ability to serve as members of the Board; and
allows the directors to participate in the long-term success of the Company.

Directors may elect to receive all or a portion of any of their annual fees in DSUs. The Board’s current policy is that until directors obtain a shareholding which satisfies a share ownership level equivalent to three times their annual cash retainer (see “ Share Ownership Policy ” section below), Directors must elect to receive a portion of their annual fees in DSUs. DSUs are priced at the greater of the five-day VWAP of the Shares over the last five trading days preceding the grant, and the closing price of the Shares on the last trading day preceding the grant. DSUs issued under the Omnibus Incentive Plan may be settled in shares acquired on ASX or TSX at the time of the directors’ retirement from all positions with the Company.

Mr. O’Keeffe and Mr. Cataford hold management positions in the financial year ended March 31, 2022, and consequently did not receive compensation for their service as directors.

Share Ownership Policy

Champion established share and share-based ownership requirements (the “ Share Ownership Policy ”) for the nonexecutive directors (“ NED ”) of Champion who are compensated in their capacity as a director of Champion (collectively, the “ Compensated Directors ”). The policy is designed to align the interests of those subject to the policy with the longterm interests of Shareholders. Each NED is required to hold that aggregate number of Shares, and vested DSUs (collectively, “ Champion Equity ”), having an aggregate value of at least three times his or her board retainer, over a fiveyear period. Each Compensated Director is required to hold Champion Equity having an aggregate value of at least three times the value of the annual base cash retainer paid to the director as of the date of such individual becoming a Compensated Director. The required level of ownership of Champion Equity held by Compensated Directors is referred to as the “ Relevant Threshold ”. Neither Mr. O’Keeffe nor Mr. Cataford were compensated in the financial year ended March 31, 2022 for acting as a director by virtue of their employment with Champion. In addition, Mr. Jyothish George has elected not to receive compensation and, as such, is not considered a Compensated Director. Consequently, the Share Ownership Policy did not require either of Mr. O’Keeffe, Mr. Cataford or Mr. George to hold Shares under the Share Ownership Policy.

Compensated Directors are required to comply with the policy requirements by the later of the fifth anniversary of such individual’s date of hire, appointment or election. As of the date of the Remuneration Report, all Compensated Directors have met the minimum share ownership requirements, other than Ms. Louise Grondin who joined the board in August 2020 and is in transition towards satisfying her minimum ownership requirements.

Once the applicable ownership guideline is deemed to have been satisfied, the Compensated Director is deemed to meet the applicable ownership guideline on an on-going basis, provided that such Compensated Director does not dispose of Shares which causes such individual to fail to meet the Relevant Threshold immediately following such disposition based on the Champion Equity then held or deemed to be held by such individual.

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Tabular Remuneration Disclosure for the Directors

Director Remuneration Table

The following table discloses all compensation provided to the directors, other than any director who is a NEO of the Company, for the Company’s most recently completed financial year ending March 31, 2022. Amounts presented under the column entitled Fees Earned in DSUs reflect the full fair values of the awards as measured at their respective grant dates. Accordingly, the amounts presented thereunder are not reflective of the related accounting expense for the period. Refer to section “ Details of Total Statutory Remuneration for KMPs (Named Executive Officers and Directors) ” on page 39 of this Circular for the statutory remuneration table as calculated with reference to the Corporations Act. Fees are paid on a monthly basis. All DSUs were fully vested on March 30, 2022.

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Fees Earned Fees Earned in Other Share- Option-Based All Other
Total
Name in Cash DSU Based Awards Awards Compensation
($)
($) ($) ($) ($) ($)
Michael O’Keeffe [(1)] — — — — — —
Gary Lawler 146,644 93,356 Nil Nil Nil 240,000
Andrew Love 237,170 22,830 Nil Nil Nil 260,000
Jyothish George Nil Nil Nil Nil Nil Nil
Michelle Cormier [(2)] 144,000 96,000 Nil Nil Nil 240,000
Wayne Wouters 119,750 80,250 Nil Nil Nil 200,000
Louise Grondin 110,000 110,000 Nil Nil Nil 220,000
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Notes:

(1) Mr. O’Keeffe was not compensated in the financial year ended March 31, 2022 for acting as a director by virtue of his employment with the Company. See the section “ Remuneration of Executive Chairman ”.

(2) Ms. Cormier was appointed to the Board in 2016 as a nominee of Wynnchurch pursuant to certain board nomination rights granted by the Company in favour of Wynnchurch in connection with a private placement of Ordinary Shares completed on April 11, 2016. Following the disposition of Ordinary Shares by Wynnchurch that was publicly announced by Wynnchurch on August 2, 2021, Wynnchurch is no longer entitled to nominate a candidate for election or appointment to the Board such that Ms. Cormier is no longer considered to be a director nominee of Wynnchurch.

Fees paid

The following table discloses a detailed breakdown of the fees paid to the directors, other than any director who is a NEO of the Company, for the Company’s most recently completed financial year ending March 31, 2022. Fees are paid quarterly on a monthly basis. All DSUs were fully vested on March 30, 2022.

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Board
Committee Meeting Fees Paid Fees Earned Total
Retainer Total
Name Retainers Fees in Cash [(1)] in DSUs [(2)] Fees
Fee ($)
($) ($) ($) ($) ($)
($)
Michael
O’Keeffe [(3)] Nil Nil Nil Nil Nil Nil Nil
Gary Lawler 200,000 40,000 Nil 240,000 146,644 93,356 240,000
Andrew Love 200,000 60,000 Nil 260,000 237,170 22,830 260,000
Jyothish George Nil Nil Nil Nil Nil Nil Nil
Michelle Cormier 200,000 40,000 Nil 240,000 144,000 96,000 240,000
Wayne Wouters 200,000 Nil Nil 200,000 119,750 80,250 200,000
Louise Grondin 200,000 20,000 Nil 220,000 110,000 110,000 220,000
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Notes:

(1) Portion of total fees paid to the non-executive directors in cash.

(2) Portion of the total fees paid to the non-executive directors in DSUs.

(3) Mr. O’Keeffe was not compensated in the financial year ended March 31, 2022 for acting as a director by virtue of his employment with the Company. See the section “ Remuneration of Executive Chairman ”.

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Outstanding Share-Based Awards and Option-Based Awards

As at March 31, 2022, the end of the Company’s most recently completed financial year, outstanding option-and sharebased awards for all directors, other than any director who is a NEO of the Company, are set out in the following table:

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Option-Based Awards Share-Based Awards [(1)]
Market or
Market or Payout
Number of Payout Value of
Number of Value of Shares or Value of Vested
Securities Unexercised Units of Share‑Based Share‑Based
Underlying Option Option In-the- Shares Awards that Awards not
Unexercised Exercise Expiration Money that Have Have not Paid Out or
Options Price Date Options not Vested Vested Distributed
Name (#) ($) (M/D/Y) ($) (#) ($) ($)
Michael O’Keeffe Nil Nil Nil Nil 239,435 1,714,356 623,404
Gary Lawler Nil Nil Nil Nil Nil Nil 512,182
Andrew Love Nil Nil Nil Nil Nil Nil 160,926
Jyothish George Nil Nil Nil Nil Nil Nil Nil
Michelle Cormier Nil Nil Nil Nil Nil Nil 530,126
Wayne Wouters Nil Nil Nil Nil Nil Nil 512,711
Louise Grondin Nil Nil Nil Nil Nil Nil 326,918
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Notes:

(1) In the case of Mr. O’Keeffe, share-based awards consist of RSUs and PSUs and are settled in Shares or cash in accordance with the Company’s Omnibus Incentive Plan, and include RSUs and PSUs issued as dividend equivalents. RSUs vest over a specific period of time while PSUs vest upon meeting predetermined performance criteria. For more information regarding RSU and PSU vesting, please see “ Omnibus Incentive Plan Awards ” above and Schedule “C” to this Circular which contains a summary of the Omnibus Incentive Plan. The value of share-based awards noted above is based on the TSX market closing price of the Shares on March 31, 2022, being $7.16.

Omnibus Incentive Plan Awards – Value Vested or Earned During the Year

The following table discloses incentive plan awards to the directors, other than any director who is a NEO of the Company, for the year ended March 31, 2022. Except for Mr. O’Keeffe, all of the share-based awards vested during the year which are referred to in the following table represent DSUs which directors elected to receive in lieu of annual fees paid in cash.

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Non-Equity Incentive Plan
Option-Based Awards Value Share-Based Awards Value Compensation Value Earned
Vested During the Year [(1)] Vested During the Year [(1)(2)] During the Year
Name ($) ($) ($)
Michael O’Keeffe Nil 282,711 Nil
Gary Lawler Nil 121,320 Nil
Andrew Love Nil 23,334 Nil
Jyothish George Nil Nil Nil
Michelle Cormier Nil 91,342 Nil
Wayne Wouters Nil 131,342 Nil
Louise Grondin Nil 98,451 Nil
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Notes:

(1) Option-based awards value vested during the year are calculated using the Company’s share price of $7.16 on March 31, 2022 and the exercise price. The share-based awards value vested during the year are calculated using the Company’s share price on the vesting date.

(2) With respect to Gary Lawler, Michelle Cormier, Wayne Wouters and Louise Grondin, share-based awards value vested during the year includes DSUs related to the 2023 fiscal year and issued in March 2022 of $65,700, $30,000, $70,000 and $55,000, respectively, and includes DSUs issued as dividend equivalents. With respect to Michael O’Keeffe, share-based awards value vested during the year includes PSUs and RSUs held by Mr. O’Keeffe, and includes PSUs and RSUs issued as dividend equivalents.

39 -

DETAILS OF TOTAL REMUNERATION FOR KMPs (NAMED EXECUTIVE OFFICERS AND DIRECTORS)

The elements of statutory remuneration presented below have been recognised and measured in accordance with the applicable accounting standards under IFRS.

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Short-Term
($)
Termi-
Year nation Perfor-
Ended Con- Non- Pay- mance Consis-
March 31, sulting Mone- ments Pension Options DSUs [(1)] Total Rela- ting
2022 Salary Fees Bonus tary ($) ($) ($) ($) ($) ted of Options
Michael
550,000 — — 54,313 — — 559,916 — 1,164,229 —% 48.09%
O’Keeffe
Gary 146,644 — — — — — — 178,637 325,281 —% —%
Lawler
Andrew
237,170 — — — — — — 42,855 280,025 —% —%
Love
Michelle
144,000 — — — — — — 148,037 292,037 —% —%
Cormier [(2)]
Wayne 119,750 — — — — — — 187,732 307,482 —% —%
Wouters
Louise
110,000 — — — — — — 136,766 246,766 —% —%
Grondin
Jyothish — — — — — — — — — —% —%
George
David
900,000 — 1,381,219 42,400 — 96,228 4,160,495 — 6,580,342 20.99% 63.23%
Cataford
Natacha
500,000 — 552,488 29,840 — 54,389 1,905,269 — 3,041,986 18.16% 62.63%
Garoute
Alexandre
500,000 — 552,488 17,585 — 53,344 1,499,588 — 2,623,005 21.06% 57.17%
Belleau
Steve
480,000 — 471,456 21,999 — 51,238 1,316,991 — 2,341,684 20.13% 56.24%
Boucratie
Michael
380,000 — 326,582 21,630 34,990 999,470 — 1,762,672 18.53% 56.70%
Marcotte
Total 4,067,564 — 3,284,233 187,767 — 290,189 10,441,729 694,027 18,965,509
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Note:

(1) Represents DSUs which directors elected to receive in lieu of annual fees paid in cash.

(2) Ms. Cormier was appointed to the Board in 2016 as a nominee of Wynnchurch pursuant to certain board nomination rights granted by the Company in favour of Wynnchurch in connection with a private placement of Ordinary Shares completed on April 11, 2016. Following the disposition of Ordinary Shares by Wynnchurch that was publicly announced by Wynnchurch on August 2, 2021, Wynnchurch is no longer entitled to nominate a candidate for election or appointment to the Board such that Ms. Cormier is no longer considered to be a director nominee of Wynnchurch.

40 -

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Short-Term
($)
Year Termi-
Ended Con- nation Perfor-
March sulting Non- Payments Pension Options DSUs [(1)] Total mance Consisting
31, 2021 Salary Fees Bonus Monetary ($) ($) ($) ($) ($) Related of Options
Michael
550,000 — — 52,250 — — 152,778 — 755,028 —% 20.23%
O’Keeffe
Gary 140,210 — — — — — — 48,704 188,914 —% —%
Lawler
Andrew
151,760 — — — — — — — 151,760 —% —%
Love
Michelle
92,094 — — — — — — 70,997 163,091 —% —%
Cormier
Wayne 83,344 — — — — — — 54,002 137,346 —% —%
Wouters
Louise
16,141 — — — — — — 135,001 151,142 —% —%
Grondin
Jyothish — — — — — — — — — —% —%
George
David
750,000 —1,262,573 40,380 — 80,850 869,930 —3,003,733 42.03% 28.96%
Cataford
Natacha
430,000 — 452,422 28,045 — 47,250 754,828 —1,712,545 26.42% 44.08%
Garoute
Alexandre
430,000 — 452,422 7,454 — 45,237 441,070 —1,376,183 32.88% 32.05%
Belleau
Steve
400,000 — 420,858 8,152 — 42,000 490,457 —1,361,467 30.91% 36.02%
Boucratie
Michael
290,000 — 203,435 8,047 — 26,100 425,430 — 953,012 21.35% 44.64%
Marcotte
Total 3,333,549 —2,791,710 144,328 — 241,4373,134,493 308,7049,954,221
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Note:

(1) Represents DSUs which directors elected to receive in lieu of annual fees paid in cash.

MOVEMENT OF EQUITY HELD BY KEY MANAGEMENT PERSONNEL (NAMED EXECUTIVE OFFICERS AND DIRECTORS)

Stock Options as at March 31, 2022

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Held and
Unvested
Balance Vested
Name Grant Exercised Cancelled March 31,
April 1, 2021 March 31,
2022
2022
Michael O’Keeffe — — — — — —
David Cataford 300,000 — — — 200,000 100,000
Natacha Garoute 300,000 — — — 200,000 100,000
Alexandre Belleau 300,000 — — — 200,000 100,000
Steve Boucratie 420,000 — 120,000 — 200,000 100,000
Michael Marcotte 300,000 — — — 200,000 100,000
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Held and
Unvested
Balance Vested
Name Grant Exercised Cancelled March 31,
April 1, 2021 March 31,
2022
2022
— — — — — —
Gary Lawler
Andrew Love — — — — — —
— — — — — —
Jyothish George
Michelle Cormier — — — — — —
— — — — — —
Wayne Wouters
Louise Grondin — — — — — —
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Ordinary Shares as at March 31, 2022

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Acquired Value of
Balance
Balance Upon Exercise Shares Issued
Name Purchased Sold March 31,
April 1, 2021 of Equity During the
2022
Award Year [(1)]
Michael O’Keeffe 45,023,830 — — — 45,023,830 —
— — —
Gary Lawler 1,700,000 19,725 1,719,725
Andrew Love 1,660,813 — — — 1,660,813 —
Michelle Cormier 456,500 — — — 456,500 —
— — — —
Wayne Wouters 440,000 440,000
— — — — — —
Jyothish George
Louise Grondin — — — — — —
David Cataford 2,436,365 — — — 2,436,365 —
Natacha Garoute 101,934 — 75,712 — 177,646 387,645
Alexandre Belleau 260,200 — — — 260,200 —
Steve Boucratie 61,000 9,000 120,000 (85,000) 105,000 673,200
Michael Marcotte 123,796 5,000 — — 128,796 —
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Note:

(1) Represents value of Shares issued during the year upon exercise of option-base awards and share based-awards, calculated as at the applicable exercise date(s) based on the TSX market closing price of the Shares on the exercise date(s) multiplied by the number of options or rights exercised.

OUTSTANDING GRANTS OF PSUS AND RELATED PERFORMANCE PERIODS

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42 -

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Value per Value of Number of
% of
PSU PSUs Additional
Number of Performance
Performance Granted at Granted at PSUs
Name Grant Date PSUs Achieved, and
Period Grant Grant Granted as
Granted Vested vs
Date Date Dividend
Forfeited PSUs [(2)]
($) ($) Equivalent [(1)]
April 1, 2021 Will be
to March 31, determined in May
June 7, 2021 2024 146,103 6.16 899,994 2,383 2024
See Section “ PSUs
with Vesting
Aligned with the
Achievement of
Key Milestones
Related to
June 7, 2021 to Successful
January 30, Completion of
June 7, 2021 2023 487,013 6.16 3,000,000 7,944 Phase II ”
Natacha Garoute April 1, 2019
Former CFO April 30, to March 31,
2019 2022 105,140 2.14 225,000 1,715 100%
Payment made
April 1, 2020 pursuant to
May 28, to March 31, termination
2020 2023 103,004 2.33 240,000 1,680 agreement
Payment made
April 1, 2021 pursuant to
to March 31, termination
June 7, 2021 2024 50,259 6.16 309,595 819 agreement
See Section “ PSUs
with Vesting
Aligned with the
Achievement of
Key Milestones
Related to
June 7, 2021 Successful
to January 30, Completion of
June 7, 2021 2023 162,338 6.16 1,000,000 2,648 Phase II ”
Alexandre April 1, 2019
Belleau May 14, to March 31,
Chief Operating 2019 2022 48,969 2.23 109,200 798 100%
Officer
April 1, 2020 Will be
May 28, to March 31, determined in May
2020 2023 60,837 2.33 141,750 992 2023
April 1, 2021 Will be
to March 31, determined in May
June 7, 2021 2024 50,259 6.16 309,595 819 2024
See Section “ PSUs
with Vesting
Aligned with the
Achievement of
Key Milestones
Related to
June 7, 2021 to Successful
January 30, Completion of
June 7, 2021 2023 162,338 6.16 1,000,000 2,648 Phase II ”
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43 -

Name	Grant Date	Performance Period	Number of PSUs Granted Value per PSU Granted at Grant Date ($) Value of PSUs Granted at Grant Date ($) Number of Additional PSUs Granted as Dividend Equivalent(1) % of Performance Achieved, and Vested vs Forfeited PSUs(2)	Number of PSUs Granted Value per PSU Granted at Grant Date ($) Value of PSUs Granted at Grant Date ($) Number of Additional PSUs Granted as Dividend Equivalent(1) % of Performance Achieved, and Vested vs Forfeited PSUs(2)	Number of PSUs Granted Value per PSU Granted at Grant Date ($) Value of PSUs Granted at Grant Date ($) Number of Additional PSUs Granted as Dividend Equivalent(1) % of Performance Achieved, and Vested vs Forfeited PSUs(2)	Number of PSUs Granted Value per PSU Granted at Grant Date ($) Value of PSUs Granted at Grant Date ($) Number of Additional PSUs Granted as Dividend Equivalent(1) % of Performance Achieved, and Vested vs Forfeited PSUs(2)	Number of PSUs Granted Value per PSU Granted at Grant Date ($) Value of PSUs Granted at Grant Date ($) Number of Additional PSUs Granted as Dividend Equivalent(1) % of Performance Achieved, and Vested vs Forfeited PSUs(2)
Steve Boucratie Senior Vice- President, General Counsel and Corporate Secretary	May 28, 2020	April 1, 2020 to March 31, 2023	58,712 2.33 136,800 957 Will be determined in May 2023
	June 7, 2021	April 1, 2021 to March 31, 2024	46,753 6.16 287,998 762 Will be determined in May 2024
	June 7, 2021	June 7, 2021 to January 30, 2023	162,338 6.16 1,000,000 2,648 See Section “PSUs with Vesting Aligned with the Achievement of Key Milestones Related to Successful Completion of Phase II”
Michael Marcotte Senior Vice- President, Corporate Development and Capital Markets	May 14, 2019	April 1, 2019 to March 31, 2022	44,260 2.23 98,700 722 100%
	May 28, 2020	April 1, 2020 to March 31, 2023	42,361 2.33 98,700 691 Will be determined in May 2023
	June 7, 2021	April 1, 2021 to March 31, 2024	24,009 6.16 147,895 391 Will be determined in May 2024
	June 7, 2021	June 7, 2021 to January 30, 2023	81,169	6.16	500,000	1,324	See Section “PSUs with Vesting Aligned with the Achievement of Key Milestones Related to Successful Completion of Phase II”

Note:

(1) Represents PSUs granted as dividend equivalent. Dividend equivalent PSUs are subject to the same terms and conditions as the PSUs and vest and are settled at the same time and in the same form as the PSUs to which such dividend equivalent PSUs relate.

(2) The level of achievement has been determined after March 31, 2022, being the financial year end of the Company.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets out, as at March 31, 2022, the end of the Company’s last completed financial year, information regarding outstanding options, RSUs, PSUs and DSUs granted by the Company under the Omnibus Incentive Plan. As at March 31, 2022, the number of issued and outstanding Shares of the Company was 516,611,876.

44 -

Equity Compensation Plan Information

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Number of Securities
Number of Securities Remaining Available
to be Issued upon for Future Issuance
Weighted-Average
Exercise of under Equity
Exercise Price of
Outstanding Options, Compensation Plans
Outstanding Options
PSUs, RSUs and (excluding securities
DSUs reflected in column
(a))
Plan Category (a) (b) (c)
1,500,000 (Options)
Equity compensation plans approved by 285,316 (DSUs)
$5.00 (Options) 45,891,217
security holders 1,142,416 (RSUs)
2,842,239 (PSUs)
Equity compensation plans not approved by
Nil N/A N/A
security holders
Total 5,769,970 $5.00 (Options) 45,891,217
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Securities Issuable under Equity Compensation Plans as a Percentage of Outstanding Shares

The following table provides information on the securities issuable under the Omnibus Incentive Plan, expressed as a number and as a percentage of the Ordinary Shares as of March 31, 2022:

Equity Compensation Plan	Equity Compensation Plan	Maximum number of securities issuable under the plan(1)	Total number of securities awarded and outstanding under the plan	Total number of securities available for grant under the plan
Omnibus Incentive Plan	Number Percentage of outstanding Ordinary Shares(2)	51,661,187 10.00%	5,769,970 1.12%	45,891,217 8.88%

Notes:

(1) The aggregate number of Ordinary Shares that may be reserved for issuance pursuant to awards granted under the Omnibus Incentive Plan shall not exceed 10% of the Ordinary Shares issued and outstanding from time to time.

(2) As of March 31, 2022, there were 516,611,876 Ordinary Shares issued and outstanding.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As at the date of this Circular or within 30 days of this date, no executive officer, director, employee or former executive officer, director or employee of the Company or any of its subsidiaries is indebted to the Company, or any of its subsidiaries, nor are any of these individuals indebted to another entity, which indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company, or its subsidiaries with the exception of Mr. Cataford. On June 24, 2018, the Board of directors approved the issuance of a fiveyear interest free loan of $500,000 to Mr. Cataford. The loan is secured by way of mortgage over a property.

MANAGEMENT CONTRACTS

Except as set out in the Remuneration Report, there are no management functions of the Company which are to any substantial degree performed by a person or company other than the directors or executive officers of the Company.

45 -

CORPORATE GOVERNANCE AND OTHER MATTERS

The Company’s Board of Directors and senior management consider good corporate governance to be central to the effective and efficient operation of the Company and, as recommended under the policies of the Canadian securities regulators, the Company has included in this Circular the following disclosure respecting its corporate governance practices.

National Instrument 58-101 – Disclosure of Corporate Governance Practices (“ NI 58-101 ”) requires each listed company to disclose on an annual basis its approach to corporate governance. The Company’s corporate governance disclosure required by NI 58-101 is set out in Schedule “A” to this Circular and constitutes the Company’s statement of Corporate Governance Practices. Shareholders are advised to consult Schedule “A” for more detailed information on the Company’s corporate governance practices.

The Company understands that corporate governance standards and requirements are continually evolving. The Board of Directors has been charged with the responsibility of monitoring corporate governance regulatory developments, in particular the best practices recommended by the Canadian Securities Administrators, as set out in NI 58-101, and with reviewing the Company’s corporate governance policies and procedures in light of these developments.

BOARD OF DIRECTORS

Mandate of the Board of Directors

The Board’s mandate includes, among other things, the following duties and responsibilities: setting the strategic plans of the Company and overseeing management’s performance and the progress and development thereof; controlling and approving financial reporting, capital structures and material contracts; ensuring that a sound risk management system and internal controls are in place; and to monitoring and overseeing the integrity of the corporate governance and disclosure practices of the Company. Every director is required to act honestly and in good faith and in the best interests of the Company and to exercise the care, diligence and skill of a reasonably prudent person. Responsibilities not delegated to senior management or to a committee of the Board remain those of the full Board.

Orientation and Continuing Education of Board Members

New members to the Board of Directors receive an induction package which includes the Company’s policies and certain public disclosure filings by the Company. Where possible, meetings are held at the Company’s facilities, in combination with tours of the premises and presentations by the Company’s management and employees to give the directors additional insight into the Company’s business. In addition, management of the Company makes itself available for discussion with all members of the Board of Directors.

Measures to Encourage Ethical Business Conduct

The Board of Directors has adopted a written Code of Conduct as further described in Schedule “A” to this Circular. Pursuant to the Code of Conduct, the Board ensures that all directors, officers and employees of the Company conduct themselves in a professional and ethical manner. Each director is required to fully disclose his or her actual or potential conflict of interest with the Company. Once such interest has been disclosed, the Board of Directors can request the director to take reasonable steps to remove the conflict of interest, failing which such director must absent himself or herself from the room when discussion and voting occur on matters to which the conflict relates unless the Board is satisfied that the interest should not disqualify the director from discussion or voting on the matter. In addition, all directors and executive officers are subject to the requirements of the Corporations Act with respect to the disclosure of any conflicts of interests and the voting on transactions giving rise to such conflicts.

The Board of Directors has adopted a Whistleblower policy in order to establish procedures for the receipt, retention and treatment of complaints received by the Company regarding, among other things, accounting, internal accounting controls or auditing matters, and for the confidential, anonymous submission by employees of the Company and its subsidiaries and any other eligible whistleblowers under the policy of any complaint or concern regarding such matters. This policy is available on the Company’s website.

Nomination of Members to the Board of Directors

The Board of Directors considers its size each year when it considers the number of directors to recommend to the Shareholders for election at the annual meeting of Shareholders, taking into account the number required to effectively

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carry out the duties of the Board of Directors, to maintain a diversity of views and experience and allow a mix of qualifications, skills and expertise.

The Board of Directors established the Remuneration and Nomination Committee on June 18, 2014. For additional information on the duties and responsibilities of this committee, please see “ Corporate Governance and Other Matters – Committees of the Board – Remuneration and Nomination Committee ” below.

Board Composition and Committees

The Board of Directors is currently comprised of eight members. The majority of directors, namely Gary Lawler, Andrew J. Love, Michelle Cormier, Wayne Wouters, Louise Grondin and Jyothish George, are independent within the meaning of section 1.4 of National Instrument 52-110 – Audit Committees (“ NI 52-110 ”). The Board of Directors has established the Audit Committee, the Remuneration and Nomination Committee and the Environmental, Social and Governance Committee.

Michael O’Keeffe and David Cataford are executive officers of the Company, and consequently they are not considered to be independent directors.

Committees of the Board

Audit Committee

The Company’s Audit Committee is currently composed of three independent non-executive Board members: Michelle Cormier (chair), Gary Lawler and Andrew J. Love. Ms. Cormier is the Chair of the Audit Committee. Reference is made to the Annual Information Form of the Company dated May 26, 2022 for the year ended March 31, 2022 (the “ AIF ”) and filed under the Company’s profile on SEDAR at www.sedar.com, which contains the information required to be disclosed by the Company under NI 52-110. More specifically, reference is made to the “ Audit Committee Information ” section of the AIF for information regarding, among other things, the composition of the Audit Committee, the independence and relevant education and experience of the Audit Committee members and external audit fees. The Audit Committee is notably responsible or reviewing the Company’s cybersecurity initiatives. The text of the charter of the Company’s Audit Committee is attached as Schedule “B” to this Circular.

Remuneration and Nomination Committee

The Company’s Remuneration and Nomination Committee is currently composed of three independent non-executive Board members: Gary Lawler (chair), Andrew J. Love and Michelle Cormier. Mr. Lawler is Chairman of the Remuneration and Nomination Committee. The Remuneration and Nomination Committee makes recommendations to the Board of Directors in connection with the compensation of senior executives and directors and nomination matters. Please see “ Statement of Executive Compensation ” above and Schedule “A” to this Circular for further information. The text of the charter of the Company’s Remuneration and Nomination Committee is available on the Company’s website.

Environmental, Social and Governance Committee

The Company’s Environmental, Social and Governance Committee is currently composed of three independent nonexecutive Board members: Louise Grondin (chair), Wayne Wouters and Michelle Cormier. Ms. Grondin is the Chair of the Environmental, Social and Governance Committee. The Environmental, Social and Governance Committee assists the Board of Directors in connection with the monitoring and reviewing environment, social and governances risks and supporting the Company’s commitment to environmentally sound and socially responsible resource development. A copy of the Company’s Environmental, Social and Governance Committee Charter is available on the Company’s website.

Term Limits

The Board has not adopted term limits for directors or other mechanisms of board renewal as it believes that the imposition of director term limits or other mechanisms of board renewal on a board implicitly discounts the value of experience and continuity amongst the board members and runs the risk of excluding experienced and potentially valuable board members as a result of arbitrary determination. The Board believes that it can best strike a balance between continuity and fresh perspectives without mandated term limits or other mechanisms of board renewal.

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Policies Regarding the Representation of Women on the Board of Directors

The Company recognizes that gender diversity is a significant aspect of diversity and acknowledges the important role that women with appropriate and relevant skills and experience can play in contributing to the diversity of perspective on the Board and understands that the ability to draw on a wide range of viewpoints, backgrounds, skills and experience is critical to its success. While the Company has not adopted formal policies regarding the representation of women on the Board, the Company considers diversity to be an important consideration for the selection process.

The Company adopted a Diversity Policy which outlines the Company’s commitment to promoting a culture that is supportive of diversity, including encouraging female participation across a range of roles across the Company. However, at the Company’s current stage of operations, while gender diversity is taken into account, the primary focus of the Company’s Remuneration and Nomination Committee is the identification and selection of directors who have the expertise and skills necessary to assist in the fulfilment of the Company’s potential as an expanding high-grade iron ore producer and an exploration and development company.

As the size and scale of the Company continues to grow, the Board expects to adopt policies to achieve gender diversity as director positions become vacant and appropriately qualified candidates become available.

Consideration of the Representation of Women in the Director Identification and Selection Process and in Executive Officer Appointments

While the Company’s Remuneration and Nomination Committee monitors the level of female representation on the Board and in management positions and, where appropriate, recruits qualified female candidates as part of the Company’s overall recruitment and selection process to fill Board or management positions as the need arises, through vacancies, growth or otherwise, the primary focus of the Remuneration and Nomination Committee is the identification and selection of directors who have the expertise and skills necessary for a high-grade iron ore producer and exploration and development company.

Company’s Targets for Women on the Board and in Executive Officer Positions

The Company has not adopted targets for women on the Board and in executive officer positions. The Board does not foresee the adoption of targets in the immediate future but the Company’s diversity policy provides that its strategies include recruiting from a diverse range of candidates for all positions, including senior executive roles and Board positions, encouraging female participation across a range of roles, and reviewing and reporting on the relative proportion of women and men in the workforce at all levels of the Company.

Number and Proportion of Women on the Company’s Board and in Executive Officer Positions

As at the date hereof, there are two women on the Company’s Board, which equates to a 25% representation. Assuming election of all the director nominees on the Company’s Board at the Meeting, there will be two women on the Board, which will equate to a 25% representation. As at the date hereof, there is one women (20%) in executive officer positions.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON AND INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Management of the Company is not aware of any material interest, direct or indirect, of any proposed nominee for election as a director or of any person who is or has been at any time a director or executive officer within the last financial year or any associate or affiliate of any of the foregoing in any matter, other than the election of directors or the appointment of the auditors, to be acted upon at the Meeting, except as disclosed in this Circular.

Management of the Company is not aware of any material interest, direct or indirect, of any “informed person” of the Company, insider of the Company, proposed director, person who has been a director or executive officer within the last financial year or any associate or affiliate of any of the foregoing in any transaction since the commencement of the Company’s most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Company, except as disclosed within this Circular. An “informed person” means (i) a person who has been a director or executive officer of the Company at any time since the beginning of the Company’s last financial year, (ii) a proposed nominee for director, (iii) a director or executive officer of a person or company that is itself an informed person or subsidiary of the Company, (iv) any person or company who beneficially owns or controls or directs, directly or indirectly, voting securities of the Company or a combination of both carrying more than 10% of the voting rights attached to all outstanding voting securities of the Company, (v) the Company, in the event that it has purchased, redeemed or

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otherwise acquired any of its securities, for so long as it holds any such securities and (vi) any associate or affiliate of the foregoing.

PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING

(a) Financial Statements

The audited financial statements of the Company for the financial year ended March 31, 2022, together with the director’s and the auditors’ report thereon, will be placed before the Shareholders at the Meeting for consideration by the Shareholders. These audited financial statements have been approved by the Board of Directors and have been mailed to the Shareholders who have requested them with the Meeting Materials. They are also available under the Company’s SEDAR profile at www.sedar.com.

(b) RESOLUTION 1 – Remuneration Report

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

“That the Remuneration Report, as set out in the Annual Report for the financial year ended 31 March 2022, be adopted.”

The Remuneration Report is required to be considered for adoption in accordance with section 250R(2) of the Corporations Act. The Remuneration Report, which details the Company’s policy on the remuneration of non-executive directors (“ Directors ”), executive Directors and senior executives for the financial year ending March 31, 2022, is part of the Director’s Report contained in the Company’s 2022 Annual Report.

The vote on this resolution is advisory only and does not bind the Directors. However, the Board will take into consideration the outcome of voting on this resolution when assessing the remuneration policy for senior executives and executive and non-executive directors in future.

A reasonable opportunity will be given for the discussion of the Remuneration Report at the Meeting.

Voting Exclusions

The Corporations Act restricts members of the Company’s KMP and their closely related parties from voting on Resolution 1. A “closely related party” of a KMP is defined in the Corporations Act and includes a spouse, dependant and certain other close family members, as well as any companies controlled by a member of the KMP.

For the purposes of sections 250R(2) and 250BD(1) of the Corporations Act 2001 (Cth):

subject to paragraph 2, a vote must not be cast (in any capacity) on Resolution 1 by or on behalf of a member of the Company’s KMP, details of whose remuneration are included in the Remuneration Report or their closely related parties, whether as a shareholder or as a proxy except that a vote may be cast on Resolution 1 by a KMP, or a closely related party of a KMP if:
(a) the vote is cast as a proxy appointed in writing that specifies how the proxy is to vote on Resolution 1; and
(b) the vote is not cast on behalf of a KMP or a closely related party of a KMP.
if you appoint the Chairman of the AGM as your proxy, and you do not direct your proxy how to vote on Resolution 1 on the Proxy Form, you will be expressly authorising the Chairman of the AGM to exercise your proxy even if Resolution 1 is connected directly or indirectly with the remuneration of a KMP of the Group, which includes the Chair of the Meeting. The Chair of the Meeting intends to vote undirected proxies able to be voted in favour of Resolution 1.

Directors’ Recommendation

Acknowledging that every director has a personal interest in his or her own remuneration from the Company, as described in the Remuneration Report, the directors unanimously recommend the adoption of the Remuneration Report.

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(c) RESOLUTIONS 2 through 9 – Election of Directors

Background

The Constitution provides for a minimum of three and a maximum of nine directors.

The Board of Directors may from time to time determine to increase the maximum number of directors but the maximum applying at any time cannot be reduced except by the Company at a general meeting.

Subject to the Constitution, the Board may appoint a person to be director at any time except at a general meeting and any director so appointed automatically retires at the next annual general meeting and is eligible for election at that meeting.

The Board of Directors has set the number of directors to be elected at the Meeting at eight.

Majority Voting Policy

The rules of the TSX, which became effective December 31, 2012, require a listed issuer to disclose in the materials sent to its shareholders for a meeting at which directors are to be elected whether or not it has adopted a majority voting policy and, if not, to explain why it has not adopted such a policy in its meeting materials. A majority voting policy generally requires that a director tender his or her resignation if the director receives more “withheld” votes than “for” votes (a “ majority withheld vote ”) at any meeting where shareholders vote on the uncontested election of directors. An “uncontested election” means the number of director nominees for election is the same as the number of director positions on the Board. A majority voting policy does not apply in the event of a contested election of directors.

The Board of Directors has adopted a majority voting policy. Under this policy, a director is required to tender his or her resignation if the director receives a majority withheld vote at any meeting where Shareholders vote on the uncontested election of directors. The resignation would become effective upon acceptance by the Board. The Remuneration and Nomination Committee will review the circumstances of the election and make a recommendation to the Board as to whether or not to accept that tendered resignation. The Board must make a decision as soon as reasonably possible and in any event within 90 days of the resignation. The director who tendered the resignation would not be part of the decisionmaking process. The Board may fill a vacancy created by a resignation which has been accepted or may reduce the size of the Board.

In keeping with the rules of the TSX, the Company will continue to elect each director annually and individually and will forthwith after each annual general meeting issue a press release disclosing the detailed results of the voting for directors.

The enclosed Form of Proxy allows Shareholders to direct proxyholders to vote individually for each of the nominees for election as directors named below.

Information Concerning Director Nominees

The following disclosure provides information about each nominated director, including his or her jurisdiction of residence, business or employment for the five preceding years, the period of time he or she has held offices with the Company, committee memberships, the attendance record at the Board and committee meetings held in the financial year ended March 31, 2022, and the number of Ordinary Shares and other convertible securities of the Company beneficially owned by each such individual, directly or indirectly, or over which each such individual exercised control or direction, based upon information furnished to management of the Company by each such individual as at the date hereof.

The Remuneration and Nomination Committee conducted an annual review of each director’s outside boards and the time required to satisfy those commitments, in order to ensure that all directors are able to devote the requisite time and attention to their responsibilities. In the course of its review, the Remuneration and Nomination Committee considered Mr. O’Keeffe’s role as a director of Burgundy Diamond Mines Ltd. (“ Burgundy ”) and Mont Royal Resources Limited (“ Mont Royal ”), the historical and anticipated time commitments of Burgundy’s and Mont Royal’s directors and the distinctive skills and perspectives that Mr. O’Keeffe brings to these boards, as well as Mr. O’Keeffe’s dedication to Champion, his fundamental role in providing leadership to the Board and advancing Champion’s strategic initiatives, and his exemplary record of attendance at Champion’s Board meetings and the meetings of the Burgundy and Mont Royal boards. After reviewing these factors, the Remuneration and Nomination Committee determined that Mr. O’Keeffe’s appointment to the board of directors of Burgundy and Mont Royal would not impede his ability to properly discharge his responsibilities as Champion’s Executive Chairman.

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Ms. Cormier was appointed to the Board in 2016 as a nominee of WC Strategic Opportunity, L.P. (“ Wynnchurch ”) pursuant to certain board nomination rights granted by the Company in favour of Wynnchurch in connection with a private placement of Ordinary Shares completed on April 11, 2016. Following the disposition of Ordinary Shares by Wynnchurch that was publicly announced by Wynnchurch on August 2, 2021, Wynnchurch is no longer entitled to nominate a candidate for election or appointment to the Board such that Ms. Cormier is no longer considered to be a director nominee of Wynnchurch.

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Michael O’Keeffe – Director
(Executive Chairman) Occupation, Business or Employment
B. App. Sc (Metallurgy)
New South Wales, Australia Mr O’Keeffe was appointed Executive Chair of the Company on August 13, 2013.
On April 1, 2019, Mr O’Keeffe stepped down as CEO and remains Executive
Status : Non-independent Director Chair of the Board. Mr O’Keeffe commenced work with MIM Holdings in 1975.
He held a series of senior operating positions, rising to Executive Management
Principal Occupation: level in commercial activities. In 1995, he became Managing Director of Glencore
 Corporate Director Australia (Pty) Limited and held the position until July 2004. Mr O’Keeffe was the
founder and Executive Chairman of Riversdale Mining Limited. Mr O'Keeffe is
Main areas of expertise : presently a member of the Board of Directors of Burgundy Diamond Mines Ltd.
 Business and Mount Royal Resources.
 Mining
Ordinary Shares 45,023,830
Options Nil
DSUs Nil
RSUs Nil
PSUs Nil
Board and Committee Meeting Attendance
Board and Committees Date Joined
for the financial year ended March 31, 2022
Board of Directors August 13, 2013 9 of 9
David Cataford – Director
Occupation, Business or Employment
Eng.
Quebec, Canada Mining engineer by training, Mr. Cataford joined Champion Iron in 2014 and was
appointed to the position of Chief Executive Officer on April 1, 2019. Prior to his
Status : Non-independent Director appointment as Chief Executive Officer, he held the role of Chief Operating
Officer at Champion Iron where he played a key role in the management team. Mr.
Principal Occupation: Cataford completed the acquisition and delivery of the successful restart of the
 Chief Executive Officer, Bloom Lake Mine by managing its construction, its commissioning, and building a
Champion Iron Limited team composed of more than 900 top mining talents. In addition to his successful
performance history in executing acquisitions, Mr. Cataford held several
Main areas of expertise : management positions in the Labrador Trough, including his tenure with Cliffs
 Business Natural Resources Inc. and ArcelorMittal. Mr. Cataford cofounded and held the
 Mining role of president for the North Shore and Labrador Mineral Processing Society.
His career has been recognized by several accolades including the Young Mining
Professionals award and the Brendan Woods International Top Gun CEO award.
Ordinary Shares 2,436,365
Options 300,000
DSUs Nil
RSUs 378,955
PSUs 1,098,628
Board and Committee Meeting Attendance
Board and Committees Date Joined
for the financial year ended March 31, 2022
Board of Directors May 21, 2019 9 of 9
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Andrew J. Love – Director B.Comm, MAICD

Occupation, Business or Employment

Andrew J. Love – Director B.Comm, MAICD	Occupation, Business or Employment	Occupation, Business or Employment
New South Wales, Australia Status: Independent Director Principal Occupation:  Corporate Director Main areas of expertise:  Accounting, Finance and Risk Management  Governance  Mergers, Acquisitions and Financings Ordinary Shares 1,660,813 Options Nil DSUs 22,834	Mr Love was appointed as a Non-Executive Director on April 9, 2014. He has more than 35 years of experience in corporate recovery and reconstruction in Australia. He was initially a member and then on retirement a senior partner of Australian accounting firm Ferrier Hodgson in the period 1976 to 2008. He then acted as a consultant to the firm until 2019. He has advised major local and overseas companies and financial institutions in a broad variety of restructuring and formal insolvency assignments and specialized in the resources industry. Mr Love has been an independent director of a number of listed companies over a 30- year period in the resources, financial services and property industries. This has involved corporate experience in Asia, Africa, Canada, the United Kingdom and the United States. Mr Love’s previous board positions have included Chairman of ROC Oil Ltd., Deputy Chairman of Riversdale Mining Limited, Director of Charter Hall Office Trust, Chairman of Museum of Contemporary Art, Chairman of Gateway Lifestyle Operations Ltd. and Director of Scottish Pacific Group Ltd.
Board and Committees	Date Joined	Board and Committee Meeting Attendance for the financialyear ended March 31, 2022
Board of Directors Audit Committee Remuneration and Nomination Committee	April 9, 2014 June 18, 2014 June 18, 2014	9 of 9 5 of 5 6 of 6

Gary Lawler – Director BA, LLB, LLM (Hons), ASIA, Master of Laws (Applied Laws) (Wills and Estates)

New South Wales, Australia

Status : Independent Director

Principal Occupation:

Senior Advisor, Ashurst Australia

Occupation, Business or Employment

Mr Lawler was appointed as a Non-Executive Director on April 9, 2014. He is an Australian corporate lawyer who has specialized in mergers and acquisitions for over 40 years. Mr Lawler has been a partner of a number of leading Australian law firms and is currently a Senior Advisor at Ashurst Australia. Mr Lawler is also the Chairman of Mont Royal Resources Limited. Mr Lawler has previously held board positions with Dominion Mining Limited, Riversdale Mining Limited, Riversdale Resources Limited and Cartier Iron Corporation and brings a wealth of experience to the Board.

Main areas of expertise :

Corporate Law
Mergers and Acquisitions

Ordinary	Shares	1,719,725	1,719,725	1,719,725
Options			Nil
DSUs		72,675

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Board and Committee Meeting Attendance
Board and Committees Date Joined
for the financial year ended March 31, 2022
----- End of picture text -----

Board and Committees Date Joined Board and Committee Meeting Attendance for the financialyear ended March 31, 2022	Board and Committees Date Joined Board and Committee Meeting Attendance for the financialyear ended March 31, 2022	Board and Committees Date Joined Board and Committee Meeting Attendance for the financialyear ended March 31, 2022
Board of Directors Audit Committee Remuneration and Nomination Committee (Chair)	April 9, 2014 June 18, 2014 June 18, 2014	9 of 9 5 of 5 6 of 6

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Michelle Cormier – Director Occupation, Business or Employment CPA

Quebec, Canada Status : Independent Director

Principal Occupation:

Operating Partner, Wynnchurch Capital (Canada) Ltd

Main areas of expertise :

Ms Cormier is a senior-level executive with experience in management, including financial management, corporate finance, turnaround and strategic advisory situations and human resources. She has a strong capital markets background, with significant experience in public companies listed in the United States and Canada. Ms Cormier has been Operating Partner at Wynnchurch Capital Canada, Ltd since 2014. Ms Cormier spent 13 years in senior management and as Chief Financial Officer of a large North American forest products company, and eight years in various senior management positions at Alcan Aluminum Limited (Rio Tinto). Ms Cormier articled with Ernst & Young. She serves on the Board of Directors of Cascades Inc. and Uni-Select Inc.

Executive Leadership
Accounting, Finance and Risk Management
Governance
Mergers, Acquisitions and Financings

Ordinary Shares 456,500 Options Nil DSUs 75,105

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----- Start of picture text -----

Board and Committees Date Joined Board and Committee Meeting Attendance
for the financial year ended March 31, 2022
----- End of picture text -----

Board and Committees Date Joined Board and Committee Meeting Attendance for the financialyear ended March 31, 2022	Board and Committees Date Joined Board and Committee Meeting Attendance for the financialyear ended March 31, 2022	Board and Committees Date Joined Board and Committee Meeting Attendance for the financialyear ended March 31, 2022
Board of Directors Audit Committee (Chair) Remuneration and Nomination Committee Environmental, Social and Governance Committee	April 11, 2016 July 1, 2017 April 27, 2017 January 27, 2021	9 of 9 5 of 5 6 of 6 5 of 5

Wayne Wouters – Director

Occupation, Business or Employment

Ontario, Canada
Status: Independent Director
Principal Occupation:
 Corporate Director
Main areas of expertise:  Corporate Finance  Financial Management
Ordinary Shares 440,000 Options Nil DSUs 72,638

The Honourable Wayne G. Wouters, PC, OC, has served as a director of the Company since 2016. Mr. Wouters has an honours bachelor of commerce degree from the University of Saskatchewan and a master’s degree in economics from Queen’s University. He has been a Strategic and Policy Advisor to McCarthy Tétrault LLP since April 2015 and is also a director of BlackBerry Limited, Canadian Utilities Limited and Foran Mining Corporation. From 2009 to 2014, Mr. Wouters was the Clerk of the Privy Council of Canada and, in that capacity, held the roles of Deputy Minister to the Prime Minister, Secretary to the Cabinet and Head of the Public Service. Prior to his tenure as Clerk, Mr. Wouters was Secretary of the Treasury Board of Canada and served in deputy ministerial and other senior positions in the Canadian public service. Mr. Wouters has received numerous awards, including Honorary Doctorates of Laws from the Universities of Saskatchewan and Manitoba, the Queen’s Diamond Jubilee Medal and the André Mailhot Award for lifetime achievement from the United Way Canada. He was inducted by the Prime Minister as a member of the Privy Council in 2014 and was invested into the Order of Canada as an officer in 2017.

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Board and Committees	Date Joined	Board and Committee Meeting Attendance for the financialyear ended March 31, 2022

Board of Directors Environmental, Social and Governance Committee	November 1, 2016 January 27, 2021	9 of 9 5 of 5

Jyothish George – Director

Switzerland

Status : Independent Director

Principal Occupation:

Head of Glencore’s Iron Ore Division
Main areas of expertise :  Mining
Commodities
Corporate Finance

Occupation, Business or Employment

Mr George is currently Head of Marketing (copper & zinc metal) at Glencore. Immediately prior to his current role, Mr. George served as head of marketing for iron ore at Glencore. Prior to that he was the Chief Risk Officer of Glencore. He earlier held a number of roles at Glencore’s head office in Baar, Switzerland from 2009 onwards focused on iron ore, nickel and ferroalloys physical and derivatives trading, and has been involved with iron ore marketing since its inception at Glencore. Mr. George joined Glencore in 2006 in London. He was previously a Principal at Admiral Capital Management in Greenwich, Connecticut, a Vice President in equity derivatives trading at Morgan Stanley in New York, and started his career at Wachovia Securities in New York as a Vice President in convertible bonds trading. Mr. George received a Bachelor's in Technology from IIT Madras, India and a PhD in Mechanical Engineering from Cornell University.

Capital Markets
Ordinary Shares Nil Options Nil DSUs Nil

Board and Committees Date Joined Board and Committee Meeting Attendance for the financial year ended March 31, 2022 Board of Directors October 16, 2017 9 of 9

Louise Grondin – Director Occupation, Business or Employment Eng., P.Eng.

Ontario, Canada Ms. Grondin has been, since January 2021, working as an independent consultant after retiring from Agnico Eagle Mines Ltd. (“ Agnico Eagle ”), a Canadian-based Status : Independent Director international gold producer. Over her almost twenty years with Agnico Eagle, she Nominee held various leadership positions as Senior Vice President, People and Culture, Senior Vice President Environment, Sustainable Development and People, Principal Occupation: Regional Director Environment and Environmental Superintendent. Prior to  Senior Viceworking with Agnico Eagle, Ms. Grondin was Director of Environment, Human Resources and Safety for Billiton Canada Ltd.

Senior VicePresident, People and Culture, Agnico Eagle Mines Limited

Main areas of expertise :

Human Resources
Mining
Sustainable Development

Ordinary Shares Nil Options Nil DSUs 46,316

54 -

Board and Committees	Date Joined	Board and Committee Meeting Attendance for the financialyear ended March 31, 2022

Board of Directors Environmental, Social and Governance Committee (Chair)	August 27, 2020 January 27, 2021	9 of 9 5 of 5

The nominees listed above will be elected at the Meeting to hold office until the next annual meeting of Shareholders or until such director’s successor is duly elected or appointed unless other individuals are nominated by Shareholders at the Meeting, in which case voting will be by ballot and the eight nominees with the most votes will be elected as directors.

The persons named in the accompanying Form of Proxy intend to vote the Ordinary Shares represented thereby FOR the election of the nominees named above as directors of the Company, unless the Shareholder has specified in the proxy that the Ordinary Shares represented thereby are to be voted against or withheld from voting in respect of one or more nominees. Management has no reason to believe that any of the nominees named above will be unable or unwilling to serve as a Director, but if that should occur for any reason prior to the Meeting, the persons named in the accompanying Form of Proxy shall have the right to vote for another nominee in such proxyholder’s discretion, unless the proxy withholds authority to vote for the election of directors.

Information Relating to Bankruptcies, Cease Trade Orders and Sanctions

To the knowledge of the Company, no proposed director and no personal holding company of any proposed director is, at the date hereof, or has been, within 10 years before the date hereof, a director, chief executive officer or chief financial officer of any company (including the Company) that (a) while that person was acting in that capacity, was subject to a cease trade order, a similar order or an order that denied the issuer access to any exemption under securities legislation, which order, in each case, was in effect for a period of more than 30 consecutive days, or (b) was subject to any such order that was issued after that person ceased to be a director chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

Except as set out below, to the knowledge of the Company, no proposed director and no personal holding company of any proposed director, is, as at the date hereof, or has been with 10 years before the date hereof, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangements or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

In January 2017, Michelle Cormier was asked by the remaining senior secured creditor and by the sole shareholder of Calyx Transportation Inc. (“ Calyx ”) to become the sole director and officer of Calyx. In this capacity, her mandate was to wind down Calyx in the most efficient manner, following the sale, in December 2016, by Calyx of all assets and businesses in which it operated. The large majority of net proceeds from such sales were used to repay bank indebtedness, employee severances and suppliers. Following all such payments, the cash on hand was insufficient to repay the remaining secured creditor. Given the insolvency of Calyx, Michelle Cormier in her capacity as director of Calyx approved a voluntary assignment in bankruptcy pursuant to the Bankruptcy and Insolvency Act (Canada) in order to complete the wind down of Calyx’s affairs and discharge her mandate.

To the knowledge of the Company, no proposed director and no personal holding company of any proposed director, has, within the 10 years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or became subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold his, her or its assets.

To the knowledge of the Company, no proposed director and no personal holding company of any proposed director: (a) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority; or (b) since December 31, 2000, has entered into a settlement agreement with a securities regulatory authority or, before January 1, 2001, entered into a settlement agreement with a securities regulatory authority which would likely be important to a reasonable investor in making an investment decision; or (c) has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making investment decision.

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Board Skills Sets and Expertise

As set out in the matrix below, the Company’s director nominees have a wide and diverse set of skills and experience which the Company believes are well suited to fulfilling the strategies, needs and best interests of the Company, its Board of Directors and Committees.

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Skills & Expertise
Mining, Resources and
X X X X X
Development
Health and Safety X X X
Environment and Sustainability X X X X X
International Markets X X X X X
Strategy, M&A and Capital Markets X X X X X X X
Financial, Audit and Risk X X X X
Legal and Public Policy X X
Executive Management X X X X X X X
Government and Regulatory Affairs X X X X X
Human Resources X X X X X
Michael O’Keeffe David Cataford Gary Lawler Andrew J. Love Michelle Cormier Jyothish George Wayne Wouters Louise Grondin
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RESOLUTION 10 - Approval of Amendments to the Company's Constitution

Background

As part of the Company’s regular review of its operations to streamline administration, minimise costs and incorporate recent regulatory updates, the Company proposes to amend the Constitution as set out below.

The amendments are proposed in order to bring the provisions of the Constitution in line with recent changes to the law and will assist the Company to streamline communications with shareholders as well as to allow it utilise various electronic platforms and tools to hold and conduct shareholder meetings.

This Resolution is a Special Resolution. For a Special Resolution to be passed, at least 75% of the votes validly cast on the resolution by Shareholders (in person or by proxy by number of ordinary shares) must be in favour of this Resolution.

The Company seeks shareholder approval for the purposes of section 136(2) of the Corporations Act, and for all other purposes, to amend the Constitution as follows:

Proposed Amendments

Amend clause 1.2 of the Constitution by inserting the following definition:

Virtual Meeting Technology means any technology (including online platforms) that allows a person to participate in a meeting without being physically present at the meeting.

Amend clause 1.3 of the Constitution by inserting the following as clause 1.3 (l) and (m):

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(l) Where, by a provision of this document, a document (including a notice) is required to be signed, that requirement may be satisfied in relation to an electronic communication of the document in any manner permitted by law or by any State or Commonwealth law relating to electronic transmissions (including electronic signature) or in any other manner approved by the Directors.

(m) A reference to a member participating, attending, being present at or being admitted to a meeting of members, or class of members, or any such similar phrase, including an adjourned or postponed meeting, is a reference to: (1) a member being present in person; (2) a member being present by proxy or attorney; or (3) a member who is present virtually, and each member specified above will be taken to participate in, attend, be present at or be admitted to (as the case may be) the meeting for the purposes of this document and any requirement under the Corporations Act and Listing Rules.

Amend and replace clause 13.7 of the Constitution as follows:

13.7 Technology

(a) The Company may hold a meeting of members:
(i) at one or more physical venues;
(ii) at one or more physical venues and using Virtual Meeting Technology; or
(iii) using Virtual Meeting Technology only,

provided that the members entitled to attend the meeting as a whole are given reasonable opportunity to participate in the meeting.

(b) A member who attends a meeting of members (whether at a physical venue or by using Virtual Meeting Technology) is taken for all purposes to be present in person at the meeting while so attending.
(c) A reference to a "place" when used in the context of a meeting of members may be, but need not be, a physical place.
(d) If, before or during a meeting of members that is held or appointed to be held using Virtual Meeting Technology, any technical difficulty occurs where all members entitled to attend the meeting may not be able to participate, the chair of the meeting may:
(i) postpone or adjourn the meeting until the difficulty is remedied or to such other time or venue as the chair of the meeting determines; or
(ii) subject to the Corporations Act, continue the meeting provided that a quorum remains present and the members constituting such quorum are able to participate in the meeting.
(e) Subject to the Corporations Act, a meeting of members held using Virtual Meeting Technology and anything done (including the passing of a resolution) at the meeting is not invalid because of the inability of one or more members to access, or to continue to access, the Virtual Meeting Technology for the meeting, provided that sufficient members are able to participate in the meeting as required to constitute a quorum.

Directors' Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 10 to amend the Constitution.

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OTHER BUSINESS

While management of the Company is not aware of any business other than that mentioned in the Notice of Meeting to be brought before the Meeting for action by the Shareholders, it is intended that the proxies hereby solicited will be exercised upon any other matter or proposal that may properly come before the Meeting, or any adjournments thereof, in accordance with the judgment of the persons authorized to act thereunder.

ADDITIONAL INFORMATION

Additional information relating to the Company may be obtained from the Company, under the Company’s SEDAR profile at www.sedar.com or by searching for historical announcements released by the Company on ASX. Securityholders may contact the Corporate Secretary of the Company, Steve Boucratie, by phone at (514) 316-4858 or by mail at 1100 René-Lévesque Blvd. West, Suite 610, Montreal, Quebec, H3B 4N4 Canada, to request copies of the Company’s financial statements and management’s discussion and analysis.

Financial information is provided in the Company’s comparative financial statements and management’s discussion and analysis for its most recently completed financial year.

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BOARD APPROVAL

The contents and the sending of this Circular have been approved by the Board of Directors of the Company. DATED at Montreal, Quebec, this 20[th] day of July, 2022.

By Order of the Board of Directors

(signed) “ David Cataford” David Cataford, Chief Executive Officer

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SCHEDULE “A”

CHAMPION IRON LIMITED

(the “ Company ”)

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

1. Board of Directors

(a) Disclose the identity of directors who are independent.

The board of directors of the Company (the “ Board ”) is currently comprised of eight directors, of whom six are independent within the meaning of Section 1.4 of National Instrument 52-110 – Audit Committees (“ NI 52-110 ”). The independent directors are Andrew J. Love, Gary Lawler, Michelle Cormier, Wayne Wouters, Louise Grondin and Jyothish George.

(b) Disclose the identity of directors who are not independent and describe the basis for that determination.

Michael O’Keeffe is currently the Executive Chairman of the Company and David Cataford is currently the Chief Executive Officer (“ CEO ”) of the Company, and they are, therefore, not independent. The Board believes that the current combination of independent and non-independent directors is an acceptable balance, for an issuer of the size and nature of the Company, between the objective of independent supervision of management, the insight drawn from outside members of the business and professional community, and the in-depth knowledge of the operations of the Company afforded by the participation of its current executive officers on the Board.

(c) Disclose whether or not a majority of directors are independent. If a majority of directors are not independent, describe what the board of directors does to facilitate its exercise of independent judgment in carrying out its responsibilities.

The current Board consists of eight members, a majority of whom, six members, are independent within the meaning of Section 1.4 of NI 52-110 and Recommendation 2.3 of the ASX Corporate Governance Principles and Recommendations 4ed. Following the Meeting, if management’s nominees are elected to the Board, a majority of the directors will continue to be independent.

(d) If a director is presently a director of any other issuer that is a reporting issuer (or the equivalent) in a jurisdiction or a foreign jurisdiction, identify both the director and the issuer.

The following current directors and proposed nominees are also directors or trustees of other reporting issuers.

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----- Start of picture text -----

Name of Director Reporting Issuer
Michael O’Keeffe Burgundy Diamond Mines Ltd. and Mont Royal Resources Limited
David Cataford N/A
Gary Lawler Mont Royal Resources Limited
Andrew J. Love N/A
Michelle Cormier Cascades Inc. and Uni-Select Inc.
Wayne Wouters Blackberry Limited, Canadian Utilities Limited and Foran Mining
Corporation
Louise Grondin N/A
Jyothish George N/A
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(e) Disclose whether or not the independent directors hold regularly scheduled meetings at which nonindependent directors and members of management are not in attendance. If the independent directors hold such meetings, disclose the number of meetings held since the beginning of the issuer’s most

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recently completed financial year. If the independent directors do not hold such meetings, describe what the board does to facilitate open and candid discussion among its independent directors.

The independent directors are entitled to hold meetings at which management and non-independent directors are not present, as and when deemed necessary, in order to facilitate candid discussion among the independent directors. The independent directors are encouraged to ask questions and to review all relevant matters. In addition, any item that involves an actual or potential conflict is voted on by those directors that are not related to the conflict in question.

The Company takes steps to ensure that adequate structures and processes are in place to permit the Board to function independently of management of the Company. Where matters arise at meetings of the Board which require decision making and evaluation that is independent of management and interested directors, the Board will hold an “ in-camera ” session among the independent and disinterested directors, without management present at such meeting.

The Chairman of the Board has over 30 years of experience in the public companies sector as a shareholder, director and chief executive officer, and he provides strong leadership and counsel to the Board. The independent directors regularly attend Board and committee meetings in person or by teleconference, which encourages open, candid discussion. The Audit Committee holds meetings with the external auditors, which also encourages open, candid discussion. The Board as a whole and each director have the resources to engage outside consultants to review matters on which they feel they require independent professional advice.

(f) Disclose whether or not the chair of the board is an independent director. If the board has a chair or lead director who is an independent director, disclose the identity of the independent chair or lead director and describe his or her role and responsibilities. If the board has neither a chair nor a lead director who is independent, describe what the board does to provide leadership for its independent directors.

Michael O’Keeffe is Executive Chairman of the Board and is therefore not independent within the meaning of Section 1.4 of NI 52-110 or Recommendation 2.3 of the ASX Corporate Governance Principles and Recommendations 4[ed] . Mr. O’Keeffe also served as Chief Executive Officer until the appointment of David Cataford as Chief Executive Officer on April 1, 2019.

Andrew Love is Lead Director, and he is independent within the meaning of Section 1.4 of NI 52-110 and Recommendation 2.3 of the ASX Corporate Governance Principles and Recommendations 4[ed] . As Lead Director, Mr. Love is responsible for the following:

serving as a principal liaison between the independent directors and the Chairman of the Board and between the independent directors and senior management;
reviewing Board agendas and giving input to the Chairman of the Board in advance of Board meetings;
presiding over meetings of the independent directors and communicating the results of these meetings to the Chairman of the Board, when appropriate; and
performing the duties of the Chairman of the Board when there is an actual or potential conflict of interest or when the Chairman of the Board is absent.

(g) Disclose the attendance record of each director for all board meetings held since the beginning of the issuer’s most recently completed financial year.

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Environmental,
Board of Audit Remuneration Social and
Name Directors Committee Committee Governance
Meetings Meetings Meetings Committee
Meetings
Gary Lawler 9 of 9 5 of 5 6 of 6 N/A
Andrew Love 9 of 9 5 of 5 6 of 6 N/A
Jyothish George 9 of 9 N/A N/A N/A
Michelle Cormier 9 of 9 5 of 5 6 of 6 5 of 5
Wayne Wouters 9 of 9 N/A N/A 5 of 5
Louise Grondin 9 of 9 N/A N/A 5 of 5
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Board Mandate

(a) Disclose the text of the board’s written mandate. If the board does not have a written mandate, describe how the board delineates its roles and responsibilities.

The Board approved a mandate which includes the following responsibilities:

setting the strategic aims of the Company and overseeing management’s performance within that framework;
making sure that the necessary resources (financial and human) are available to the Company and its senior executives to meet its objectives;
overseeing management’s performance and the progress and development of the Company’s strategic plan;
selecting and appointing suitable executive directors with the appropriate skills to help the Company in the pursuit of its objectives;
succession planning, including appointing, training and monitoring senior management;
determining the remuneration policy for the Board members and senior management;
overseeing the financial reporting, capital structures and material contracts matters and approving all financial statements and related reports to be filed with securities regulators and/or stock exchanges;
overseeing the monitoring of the principal risks of the Company’s business and ensuring that a sound and effective risk management system and internal controls are in place;
setting the Company’s mission, vision, values and standards;
satisfying itself as to the integrity of senior management and that senior management creates a culture of integrity throughout the Company;
undertaking a formal and rigorous review of the corporate governance policies to ensure adherence to the ASX Corporate Governance Council;
ensuring that the Company’s obligations to shareholders are understood and met;
ensuring the health, safety and well-being of employees in conjunction with the senior management team, including developing, overseeing and reviewing the effectiveness of the Company’s occupational health and safety systems to assure the well-being of all employees;
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ensuring an adequate system is in place for the proper delegation of duties for the effective operative day to day running of the Company without the Board losing sight of the direction that the Company is taking; and
any other matter considered desirable and in the interest of the Company.

Every director is required to act honestly and in good faith and in the best interests of the Company and to exercise the care, diligence and skill of a reasonably prudent person. Responsibilities not delegated to senior management or to a committee of the Board remain those of the full Board.

3. Position Descriptions

(a) Disclose whether or not the board has developed written position descriptions for the chair and the chair of each board committee. If the board has not developed written position descriptions for the chair and/or the chair of each board committee, briefly describe how the board delineates the role and responsibilities of each such position.

The written roles and responsibilities of the Chairman of the Board is set out in the Board’s charter which is available on the Company’s website. The charters of the Company’s committees include the written role and responsibilities of the chairs of each committee of the Board. These policies are available on the Company’s website.

The Chairman of the Board is responsible for providing the necessary direction required for an effective Board, ensuring that all the directors receive timely and accurate information so that they can make informed decisions, ensuring that the Board collectively and individual directors’ performance is assessed annually and encouraging active engagement from all members of the Board.

The Chairman of the Board, and the Board as a whole, encourage the chairs of each committee to act in accordance with best practices of corporate governance, with measures ranging from informal advice to more formal governance training.

(b) Disclose whether or not the board and CEO have developed a written position description for the CEO. If the board and CEO have not developed such a position description, briefly describe how the board delineates the role and responsibilities of the CEO.

The Board has developed a written roles and responsibilities description for the CEO. The CEO is familiar with the role and responsibilities of a CEO of a mineral resource company such as the Company, and the Board is willing and able to, and does, provide advice and guidance as required.

4. Orientation and Continuing Education

(a) Briefly describe what measures the board takes to orient new directors regarding the nature of the board, its committees and its directors; and the nature and operation of the issuer’s business.

New members to the Board receive an induction package which includes the Company’s policies and certain public disclosure filings by the Company. Where possible, meetings are held at the Company’s facilities, in combination with tours of the premises and presentations by the Company’s management and employees to give the directors additional insight into the Company’s business. In addition, management of the Company makes itself available for discussion with all members of the Board.

Briefly describe what measures, if any, the board takes to provide continuing education for its directors. If the board does not provide continuing education, describe how the board ensures that its directors maintain the skill and knowledge necessary to meet their obligations as directors.

The Board does not have a formal continuing education program. However, all directors are encouraged to undergo continuing professional development and are provided with the resources and training to address skills gaps where they are identified and to receive continuing education concerning the industry and environment within which the Company operates. In addition, the current members of the Board are experienced directors. Finally, members of the Board may also engage outside consultants at the expense of the Company to review matters on which they feel they require independent professional advice.

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5. Ethical Business Conduct

(a) Describe whether or not the board has adopted a written code for the directors, officers and employees.

The Board expects the directors, management and employees of the Company to comply with all statutes, regulations and administrative policies applicable to the Company and expects the management to supervise employees and consultants in such a manner as to be informed of their activities and to promote the free flow of information. Corporate policies include, but are not limited to, matters of corporate disclosure on a timely basis, confidentiality and insider trading restrictions. The Board has adopted a written Code of Conduct for directors, officers and employees of the Company and its subsidiaries. The Board expects management to report to the Board regarding any breaches or concerns with respect to the foregoing which are of a material nature, whether or not a satisfactory resolution was already implemented by management, or of which management is aware that are reasonably likely to arise in the foreseeable future and which would be of a material nature. Breaches to the Code of Conduct can also be reported to the Board.

If the board has adopted a written code:

disclose how a person or company may obtain a copy of the code:

A copy of the Company’s Code of Conduct is available on the Company’s website and may also be obtained from the Company’s Secretary at the Company’s Montreal office, which is, as at the date hereof, at 1100 René-Lévesque Blvd. West, Suite 610, Montreal, Quebec, H3B 4N4 Canada.

describe how the board monitors compliance with its code, or if the board does not monitor compliance, explain whether and how the board satisfies itself regarding compliance with its code:

See Section 5(a) above.

provide a cross-reference to any material change report filed since the beginning of the issuer’s most recently completed financial year that pertains to any conduct of a director or executive officer that constitutes a departure from the code:

N/A

(b) Describe any steps the board takes to ensure directors exercise independent judgment in considering transactions and agreements in respect of which a director or executive officer has a material interest.

The Corporations Act 2001 (Cth) provides that every director of the Company who has a material personal interest in a matter that relates to the affairs of the Company (which may include a contract or a proposed contract with the Company) shall (unless a specified exemption applies) declare his or her interest at a meeting of the directors of the Company. The Board would expect such a declaration to be made at the first meeting of the directors after the acquisition of the interest, and that such director would not be present while the matter is being considered at a meeting of the directors and not vote as a director in respect of the matter in which he or she has a material personal interest as aforesaid and, if he or she does so vote, his or her vote shall not be counted.

The Company adopted the Share Trading Policy that imposes basic trading restrictions on all employees of the Company and its related companies who possess unpublished price-sensitive information. The Company also observes blackout periods during which the Company’s KMP are prohibited from trading in the securities of the Company.

The Company has also adopted a Whistleblower policy in order to establish procedures for the receipt, retention and treatment of complaints received by the Company regarding, among other things, accounting, internal accounting controls or auditing matters, and for the confidential, anonymous submission by employees of the Company and its subsidiaries and any other eligible whistleblowers under the policy of any complaint or concern regarding such matters. This policy is available on the Corporation’s website.

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6. Nomination of Directors

(a) Describe the process by which the board identifies new candidates for board nomination.

The Board of Directors and its Remuneration and Nomination Committee regularly review a policy on Board structure, including the appropriate skills and characteristics required of the directors in the context of the business experience and specific areas of expertise of each then current director. The Board, with the assistance of the Remuneration and Nomination Committee, is also responsible for recruiting and recommending candidates for election as directors when necessary. Whenever possible, candidates are interviewed by members of the Board individually and in small groups prior to their nomination for election as directors.

(b) Disclose whether or not the board has a nominating committee composed entirely of independent directors. If the board does not have a nominating committee composed entirely of independent directors, describe what steps the board takes to encourage an objective nomination process.

The Board has established a Remuneration and Nomination Committee. The Remuneration and Nomination Committee is composed of three members all of whom are independent directors, which encourages an objective nomination process. The Chairman of the Remuneration and Nomination Committee is Mr. Gary Lawler who is an independent director.

(c) If the board has a nominating committee, describe the responsibilities, powers and operation of the nominating committee.

The nomination responsibilities of the Remuneration and Nomination Committee include, among other things: ensuring an appropriate Board selection process takes place in searching for and selecting new directors; developing criteria for Board membership and identifying the factors taken into account in the selection process; identifying and screening candidates for nomination to the Board having regard to any gaps in the skills, experience of the directors on the Board and ensuring that a diverse range of candidates is considered; making recommendations to the Board for committee membership; and ensuring there is an appropriate Board succession plan in place to maintain an appropriate mix of skills, experience, expertise and diversity on the Board.

The Remuneration and Nomination Committee meetings are held regularly but not less than once a year.

7. Compensation

(a) Describe the process by which the board determines the compensation for the issuer’s directors and officers.

The Board is responsible for reviewing the compensation of the officers and directors of the Company annually. The total compensation from all sources, including fees, salary, annual performance bonus awards, short-term incentives and longer-term equity-based incentives, is considered in comparison to current market rates offered by companies in similar stages of development, operations, regional geography and of similar size in terms of market capitalization and is intended to remain competitive in order to attract and retain talented and motivated individuals. In making such determinations, the Board gives due consideration to the recommendations of the Company’s Remuneration and Nomination Committee.

(b) Disclose whether or not the board has a compensation committee comprised entirely of independent directors. If the board does not have a compensation committee composed entirely of independent directors, describe what steps the board takes to ensure an objective process for determining such compensation.

The Board has established the Remuneration and Nomination Committee. The Remuneration and Nomination Committee is composed of three members all of whom are independent directors, which encourages an objective process for determining such compensation. The Chairman of the Remuneration and Nomination Committee is Mr. Gary Lawler who is an independent director.

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(c) If the board has a compensation committee, describe the responsibilities, powers and operation of the compensation committee.

The compensation responsibilities of the Remuneration and Nomination Committee include, among other things: assisting the Board in fulfilling its responsibilities in respect of establishing appropriate remuneration levels and policies including incentive policies for directors and senior executives; assessing the market and benchmark against comparative group to ensure that senior executives are being rewarded commensurate with their responsibilities; retain the services of compensation consultants or advisors to assist the Board and the Remuneration and Nomination Committee in benchmarking and determining executive compensation; setting policies for senior executives’ remuneration; reviewing the salary levels of senior executives and making recommendations to the Board on any proposed increases; reviewing the Company’s recruitment, retention and termination policies and procedures for senior management; reviewing and making recommendations to the Board on the Company’s annual and long-term incentive plans; and reviewing and making recommendations to the Board on the Company’s superannuation arrangements.

The Remuneration and Nomination Committee meetings are held regularly but not less than once a year.

8. Assessments

Describe whether or not the board, its committees and individual directors are regularly assessed with respect to their effectiveness and contribution. If assessments are not regularly conducted, describe how the board satisfies itself that the board, its committees and its individual directors are performing effectively.

The Board adopted a Board Performance Evaluation Policy, which is available on the Company’s website. The Board as a whole also discusses and analyses its own performance during the year, including suggestions for change or improvement. Finally, the Board annually reviews the Company’s strategy and sets Company and individual performance objectives and will review the necessity of establishing committees and delegating certain of its responsibilities to the committees.

Each of the committees of the Board regularly reports to the Board with respect to its activities and makes its minutes of meetings and supporting information available to the Board. This is intended to allow the Board to evaluate the effectiveness of its committees on an ongoing basis. In addition, the Board reviews, on an annual basis, the necessity of establishing any committees and delegating certain of its responsibilities to the committee and the committees’ achievements during the year based on their duties.

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SCHEDULE “B”

CHAMPION IRON LIMITED

(the “ Company ”)

AUDIT COMMITTEE CHARTER

The Board of Directors (the “Board”) of Champion Iron Limited (the “Company”) has established an Audit Committee (the “Committee”) which consists entirely of independent and non-executive directors. The roles and responsibilities of the Audit Committee are outlined in this charter.

Membership

The Audit Committee will consist of at least three independent Board members who can all read and understand financial statements and are otherwise financially literate, including:

At least one member with financial expertise either as a qualified accountant or other financial professional with experience in financial and accounting matters; and
At least one member who has an understanding of the industry in which the Company operates.

Chairman

The Audit Committee will appoint an independent director, other than the Chairman of the Board, to be the Chairman of the Committee. The Chairman is responsible for the following:

Providing the necessary direction required for the Audit Committee to undertake its role effectively;
Overseeing the preparation of Committee agendas and briefing papers and ensuring that all required matters are brought before the Audit Committee and that all the Committee members receive timely and accurate information so that they can make informed decisions on matters under the Committee’s responsibility;
Reporting to the Board on the matters reviewed by the Audit Committee and on any decisions or recommendations of the Audit Committee in accordance with this charter;
Reviewing the expense reports of the Executive Chairman;
Carrying out any special assignments or functions as requested by the Board.

Secretary

Unless otherwise determined by the Committee, the Corporate Secretary will be the Secretary of the Audit Committee.

Other Attendees

The Chief Financial Officer as well as other members of senior management may be invited to be present for all or part of the meetings of the Audit Committee, but will not be members of the Committee.

Representatives of the external auditor are expected to attend each meeting of the Audit Committee and at least once a year the Committee shall meet with the external auditors without any management, executives or staff present.

Quorum

A quorum will be two members.

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Meetings

Audit Committee meetings will be held not less than four times a year so as to enable the Committee to undertake its role effectively. In addition, the Chairman is required to call a meeting of the Audit Committee if requested to do so by any member of the Audit Committee, the Chief Financial Officer or the external auditor.

Authority

The Audit Committee is authorised by the Board to investigate any activity within its charter. The Audit Committee will have access to management and to the external and internal auditors with or without management present and has rights to seek explanations and additional information. It is authorised to seek any information it requires from any employees and all employees are directed to cooperate with any request made by the Audit Committee.

The Audit Committee is authorised by the Board to obtain outside legal or other independent professional advice, to set and pay the compensation for such legal or other advisors and to secure the attendance of advisors with relevant experience and expertise if it considers this necessary.

The Audit Committee is required to make recommendations to the Board on all matters within the Audit Committee’s charter.

Reporting Procedures

The Audit Committee will keep minutes of its meetings. The minutes of each Audit Committee meeting will be drafted by the Secretary of the Committee or such other secretary of the meeting as shall be delegated by the Secretary or appointed by the Audit Committee from time to time. The Secretary of the Committee shall circulate the minutes of the meetings of the Committee to all members of the Committee for comment and change before being signed by the Chairman of the Audit Committee. A report is to be made by the Chairman of the Audit Committee at the Board meeting following the Audit Committee meeting along with any recommendations of the Committee.

Duties and Responsibilities of the Audit Committee

The Audit Committee is responsible for reviewing the integrity of the Company’s financial reporting and overseeing the work of the external auditors. In particular, the Audit Committee has the following duties:

Financial Statements and Information

To review the audited annual and unaudited half-yearly and quarterly financial statements and any press releases and reports which accompany published financial statements (including management’s discussion and analysis, related press releases and conference call presentations) before submission to the Board, recommending their approval, focusing particularly on:
∘ Any changes in accounting policies and practices;
∘ Major judgmental areas;
∘ Significant adjustments, accounting and financial reporting issues resulting from the internal and external audit;
∘ Compliance with accounting policies and standards; and
∘ Compliance with legal requirements.
To review any financial outlook or future-oriented financial information disclosed by the Company before submission to the Board, recommending their approval, focusing on reasonableness of assumptions used and appropriateness of disclosure.
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To review any periodic report, announcement or press release containing financial information that is not audited or reviewed by an external auditor, before submission to the Board, recommending their approval.

Related Party Transactions

To review and monitor any related party transactions.

External Audit Function

To recommend to the Board the appointment of the external auditor.
Each year, to review the appointment of the external auditor, their independence, the audit fee, and any questions of resignation or dismissal.
To discuss with the external auditor before the audit commences the nature and scope of the audit.
To meet privately with the external auditor on at least an annual basis.
To determine that no management restrictions are being placed upon external auditor.
To discuss problems and reservations arising from the interim and final audits, and any matters the auditors may wish to discuss (in the absence of management where necessary).
To review the external auditor’s management letter and management’s response and resolve any disagreement between management and the external auditor regarding financial reporting.
To review any regulatory reports on the Company’s operations and management’s response.
To pre-approve all non-audit services to be provided to the Company and its subsidiaries by the external auditor in accordance with National Instrument 52-110 - Audit Committees.
To review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Company.

Communication

Providing, through regular meetings, a forum for communication between the Board, senior financial management, staff involved in internal control procedures and the external auditors.
Enhancing the credibility and objectivity of financial reports with other interested parties, including creditors, key stakeholders and the general public.
Establishing procedures for the receipt, retention and treatment of complaints and concerns regarding accounting, internal accounting controls and auditing matters and ensuring a mechanism for the confidential treatment of such complaints and reports including the ability to submit them anonymously, and publicise such procedures in the Company’s Code of Conduct or another policy made available to all employees and the public.

Assessment of Effectiveness

To evaluate the adequacy and effectiveness of the Company’s administrative, operating and accounting policies through active communication with operating management and the external auditors.

Oversight of the Risk Management System

To oversee the establishment and implementation by management of a system for identifying, assessing, monitoring and managing material risk throughout the Company, including the Company’s internal compliance and control systems.
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To review at least annually the Company’s risk management systems to ensure the exposure to the various categories of risk are minimised.
To evaluate the Company’s exposure to fraud.
To take an active interest in ethical considerations regarding the Company’s policies and practices.
To monitor the standard of corporate conduct in areas such as arms-length dealings and likely conflicts of interest.
To identify and direct any special projects or investigations deemed necessary.
To ensure that roles within the Company are filled by employees or contractors with skills, training, qualifications and experience suitable for each role, especially in areas of the business which are regulated by statute or regulation.
To ensure a safe working culture is sustained in the workforce.
To determine the Company’s risk profile describing the material risks, including both financial and nonfinancial matters, facing the Company, regularly review and update the risk profile, and ensure material risk factors are appropriately disclosed in the Company’s annual and interim reports and the Company’s annual information form.

Board Review and Approval

This charter will be reviewed periodically by the Board. The current version of this charter was approved by the Board on August 25, 2020.

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SCHEDULE “C”

A SUMMARY OF THE MATERIAL TERMS OF CHAMPION IRON LIMITED’S OMNIBUS INCENTIVE PLAN (“PLAN”)

The following is a summary of the material provisions of the Plan. This summary does not purport to be complete and is subject to, and qualified in its entirety by reference to, the provisions of the Plan, the full text of which is set out in Schedule “D” to the management information circular dated July 17, 2018.

Purpose

The purpose of the Plan is to provide Eligible Persons (as defined below) with an opportunity to share in the growth in value of the Company and to encourage them to improve the longer-term performance of the Company and its returns to Shareholders. It is intended that the Plan will assist the Company in attracting and retaining skilled and experienced employees and provide them with greater incentive to have a greater involvement with, and to focus on the longer term goals of, the Company.

Participation

The Board may invite “Eligible Persons” to participate in the Plan. Eligible Persons include a director, full-time or permanent part-time employee of the Company or any of its affiliates or other person determined by the Board of Directors of the Company (the “ Board ”) in its absolute discretion.

Type of Awards

The following types of awards may be made under the Plan: options, restricted share units, performance share units, deferred share units, or other share-based awards (collectively, the “ Awards ”). All of the Awards described below are subject to the conditions, limitations, restrictions, exercise price, vesting and forfeiture provisions determined by the Board in its sole discretion, and subject to such limitations provided in the Plan, and will be evidenced by an award agreement. In addition, subject to the limitations provided in the Plan and in accordance with applicable law, the Board may accelerate or defer the vesting or payment of Awards, cancel or modify outstanding Awards, and waive any condition imposed with respect to Awards or ordinary shares of the Company (the “ Ordinary Shares ”) issued pursuant to Awards.

Options

An option is a right to purchase Ordinary Shares upon the payment of a specified exercise price as determined by the Board at the time the option is granted. The exercise price shall not be less than the “Market Price” of an Ordinary Share at the time the option is issued, determined as the VWAP per Ordinary Shares sold on the ASX if the Eligible Person is resident in Australia and otherwise the VWAP of the Shares on the TSX, calculated by dividing the total value by the total volume of securities traded during the period of 5 trading days immediately prior to the date of issue.

Options may be subject to vesting conditions as determined by the Board. The Board will establish the expiry date for each option, provided that in no event will the expiry date be later than the date which is 10 years following the grant date.

The exercise notice of such option must be accompanied by payment in full of the purchase price for the Ordinary Shares underlying the options to be acquired. No Ordinary Shares will be issued or purchased upon the exercise of options in accordance with the terms of the grant until full payment therefor has been received by the Company. The Plan provides for a cashless exercise option.

Restricted Share Units

A restricted share unit (“ RSU ”) is a unit equivalent in value to an Ordinary Share credited by means of a bookkeeping entry in the books of the Company which entitles the holder to receive Ordinary Shares or cash based on the price of the Ordinary Shares at some future date.

An RSU will be subject to time based vesting conditions, timing of settlement and other terms and conditions, not inconsistent with the provisions of the Plan, as the Board shall determine; provided that no RSU granted shall vest and be payable after December 31[st] of the third calendar year following the year of service for which the RSU was granted.

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Performance Share Units

A performance share unit (“ PSU ”) is a unit equivalent in value to an Ordinary Share credited by means of a bookkeeping entry in the books of the Company which entitles the holder to receive Ordinary Shares or cash based on the price of the Ordinary Shares based on the achievement of performance goals established by the Board over a period of time.

The Board shall have the authority to determine any vesting and settlement terms applicable to the grant of PSUs, provided that no PSU granted shall vest and be payable after December 31[st] of the third calendar year following the year of service for which the PSU was granted. It is currently intended that PSUs granted under the Plan will be subject to performance based vesting conditions as the Board shall determine from time to time designed to align the participant with the Company’s corporate objectives. The Board may modify the performance based vesting conditions to any PSU as necessary to align them with the Company’s corporate objectives if there are subsequent changes in the Company’s business, operations or capital or corporate structure.

Deferred Share Units

A deferred share unit (“ DSU ”) is a unit equivalent in value to an Ordinary Share credited by means of a bookkeeping entry in the books of the Company which entitles the holder to receive Ordinary Shares or cash based on the price of the Ordinary Shares on a future date, provided that in no event shall a DSU be settled prior to the applicable participant’s date of termination of service to the Company. If DSUs are settled in Ordinary Shares, the rules of the Plan require that the Ordinary shares be purchased on-market.

DSUs will only be issued to directors of the Company or any of its affiliates who are not employees (the “ Directors ”). Subject to the Director participation limits set out under “Participation Limits”, below, any Director may, on an annual basis, elect to receive DSUs in lieu of such Director’s annual fees or in lieu of a portion of such Director’s annual fees by giving written notice of such election to the Board.

Other Share-Based Awards

The Board may grant to an Eligible Person, subject to the terms of the Plan, such awards, other than those described above, that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Ordinary Shares (including, without limitation, securities convertible into Ordinary Shares), as are deemed by the Board to be consistent with the purpose of the Plan.

Participation Limits

The grant of Awards under the Plan is subject to the following limitations: (i) the number of Ordinary Shares that are issuable to insiders (as defined by the TSX from time to time in its rules and regulations governing security based compensation arrangements) pursuant to Awards under the Plan and any other share-based compensation arrangement adopted by the Company cannot exceed 10% of the issued and outstanding Shares; (ii) the number of Ordinary Shares that may be issued to insiders pursuant to Awards under the Plan and any other share-based compensation arrangement adopted by the Company within a one-year period cannot exceed 10% of the issued and outstanding Ordinary Shares; (iii) the number of Ordinary Shares reserved for issuance to all Non-Executive Directors under all Awards shall not exceed 1% of the issued and outstanding Ordinary Shares from time to time; and (iv) the aggregate value of the Market Price of all Shares underlying Awards granted to any one Non-Executive Director within a one-year period cannot exceed $150,000, of which value not more than $100,000 in value may be comprised of stock options.

Aggregate Maximum Number under the Plan

Subject to the adjustment provisions provided for in the Plan, the total number of Ordinary Shares reserved for issuance pursuant to Awards granted under the Plan and any other share-based compensation arrangement adopted by the Company shall not exceed 10% of the issued and outstanding Ordinary Shares from time to time, representing 50,641,616 Ordinary Shares as of the date hereof.

Offers of Awards under the Plan must not cause the Company to exceed the 5% threshold set out in ASIC Class Order 14/1000) such that the Company would need to prepare and lodge a disclosure document (ie a prospectus).

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If an outstanding Award is exercised or settled in full, for any reason expires or is terminated or cancelled without having been exercised or settled in full, or if Ordinary Shares acquired pursuant to an Award subject to forfeiture or repurchase are forfeited or repurchased by the Company for an amount not greater than the participant’s purchase price, the Ordinary Shares shall again be available for grant and issuance under the Plan.

Settlement

Unless otherwise set out in a particular award agreement or in respect of Vested Share-Based Units (as defined below) held by Related Parties or their Associates (as such terms are defined in the Plan), the Board may, in its absolute discretion, elect one or any combination of the following payment methods for the settlement of vested DSUs, vested RSUs, vested PSUs or such other vested share-based Awards (each, a “ Vested Share-Based Unit ”):

(a) issuing a number of Shares from treasury to the participant equal to the number of Vested Share-Based Units on the relevant date, less the number of Shares that results by dividing the applicable withholding taxes by the Market Price as at the relevant settlement date;

(b) causing a broker to purchase Shares on the TSX or the ASX for the account of the participant using an amount that results by multiplying (a) the relevant number of Vested Share-Based Units being settled, and (b) the Market Price on the relevant settlement date, net of applicable withholding taxes. The Company will pay all brokerage fees and commissions arising in connection with the purchase of Ordinary Shares by the Broker in accordance with the Plan; or

(c) making a payment in cash to the participant equal to the product that results by multiplying (a) the number of Vested Share-Based Units to be settled and (b) the Market Price on the settlement date, net of applicable withholding taxes.

Unless the issue of an option, RSU, PSU, DSU or other Award issued under this Plan has been approved by the Shareholders of the Company, all options, RSUs, PSUs, DSUs or other Awards which have been granted to a Related Party of the Company (or their Associate) (as such terms are defined in the Plan) on or after the date on which such party became a Related Party (or an Associate of a Related Party) which are to be settled with Ordinary Shares must require that they be settled by the Company causing a broker to purchase those Ordinary Shares on-market on the Toronto Stock Exchange or ASX for the account of the participant in accordance with the terms of the Plan, unless the Shareholders of the Company approve otherwise.

Dividend Equivalents

Unless otherwise determined by the Board and set forth in the particular Award agreement, RSUs, PSUs and DSUs shall be credited with dividend equivalents in the form of additional RSUs, PSUs or DSUs, respectively, as of each dividend payment date in respect of which normal cash dividends are paid on Ordinary Shares. Such dividend equivalents shall be computed by dividing: (a) the amount obtained by multiplying the amount of the dividend declared and paid per Share by the number of RSUs, PSUs and/or DSUs, as applicable, held by the participant on the record date for the payment of such dividend, by (b) the Market Price at the close of the first business day immediately following the dividend record date, with fractions computed to three decimal places.

Dividend equivalents credited to a Participant’s accounts shall vest in proportion to the RSUs, PSUs and DSUs to which they relate.

Assignment

Subject to certain exceptions provided under the Plan (including the assignment of Awards to certain Permitted Assigns (as such term is defined in the Plan)), Awards are not transferable or assignable.

Blackout Extension

Where the expiry date for an option occurs during or within nine business days following the end of a period of time when, pursuant to any policies or determinations of the Company, securities of the Company may not be traded by a person, including any period when such person has material undisclosed information pertaining to the Company (the “ Blackout Period ”), the expiry date for such option shall be extended to the date which is 10 business days following the end of such Blackout Period.

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Change of Control

Notwithstanding anything to the contrary set forth in the Plan, upon or in anticipation of any change in control of the Company, the Board may, in its sole and absolute discretion and without the need for the consent of any participant, take one or more of the following actions contingent upon the occurrence of that change in control: (a) cause any or all outstanding options to become vested and immediately exercisable, in whole or in part; (b) cause any or all outstanding RSUs, PSUs or DSUs to become non-forfeitable, in whole or in part; (c) cause any outstanding option to become fully vested and immediately exercisable for a reasonable period in advance of the change in control and, to the extent not exercised prior to that change in control, cancel that option upon closing of the change in control; (d) cancel any option in exchange for a substitute award; (e) cancel any RSU, PSU or DSU in exchange for restricted share units, performance share units or deferred share units with respect to the share capital of any successor person or its parent; and/or (f) redeem any RSU, PSU or DSU for cash and/or other substitute consideration with a value equal to the Market Price of a Share on the date of the change in control.

Termination

The table below sets out the effect that an Eligible Person’s termination of employment or service would have on their stock options, PSUs or RSUs under the Plan:

Component	Resignation	Retirement	Termination with cause	Termination without cause	Disability or death
Options	 unvested options expire and terminate immediately  vested options may be exercised before the expiry date or within 30 days after the resignation date, whichever is earlier	 options continue to vest in accordance with their terms and may be exercised before the expiry date or within 36 months of the retirement date, whichever is earlier	 options, whether vested or not, expire and terminate immediately upon notification being given	 options continue to vest in accordance with their terms and may be exercised before the expiry date or within 30 days of the termination date, whichever is earlier	Disability:  options continue to vest in accordance with their terms and may be exercised before the expiry date Death:  options become fully vested and may be exercised or surrendered within 12 months or before the expiry date, whichever is earlier
PSUs	 unvested PSUs are forfeited	 pro-rata portion of the unvested PSUs will vest  unvested PSUs are forfeited	 PSUs, whether vested or not, are forfeited	 pro-rata portion of the unvested PSUs will vest  unvested PSUs are forfeited	 pro-rata portion of the unvested PSUs will vest  unvested PSUs are forfeited

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Termination Termination Disability or
Component Resignation Retirement with cause without cause death
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RSUs	 unvested RSUs are forfeited	 pro-rata portion of the unvested RSUs will vest  unvested RSUs are forfeited	 RSUs, whether vested or not, are forfeited	 pro-rata portion of the unvested RSUs will vest  unvested RSUs are forfeited	 pro-rata portion of the unvested RSUs will vest  unvested RSUs are forfeited

DSUs will only be settled upon a Director ceasing to hold office as a Director under any circumstances.

Financial Assistance

The Plan does not contain any financial assistance provisions to facilitate the payment of the purchase price for options.

Adjustments on Reorganizations

Appropriate adjustments to the Plan and to Awards shall be made, and shall be conclusively determined, by the Board to give effect to adjustments in the number of Ordinary Shares resulting from subdivisions, consolidations, substitutions, or reclassifications of the Ordinary Shares, the payment of stock dividends by the Company (other than dividends in the ordinary course) or other reorganisation of the capital of the Company in accordance with the rules of any stock exchange.

Amendment of the Plan

The Board may, without Shareholder approval, amend or suspend any provision of the Plan, or terminate the Plan, or amend the provisions of any Award as it, in its discretion, determines appropriate subject to the requirements of any stock exchange, applicable law and the Plan. Such changes include, without limitation: (a) amendments of a “housekeeping” or administrative nature; (b) amendments necessary to comply with the provisions of applicable law; (c) amendments necessary for Awards to qualify for favorable treatment under applicable tax laws; (d) changes to the vesting provisions or other restrictions applicable to any Award, Award agreement or the Plan; (e) changes to the provisions of the Plan relating to the expiration of Awards prior to their respective expiration dates upon the occurrence of certain specified events determined by the Board; (f) changes in the exercise price of a stock option granted to a participant who is not an Insider of the Company; (g) the cancellation of an Award; or (h) amendments necessary to suspend or terminate the Plan.

Notwithstanding the above, approval of the holders of the voting shares of the Company shall be required for any amendment that: (a) reduces the exercise price of an Award for the benefit of any insider; (b) extends the term of an Award beyond its original expiry time for the benefit of any insider; (c) removes or exceeds the limits in the Plan on participation by insiders or Directors; (d) increases the maximum number of Ordinary Shares issuable, either as a fixed number or a fixed percentage of the Company’s outstanding capital; (e) amends the amendment provisions of the Plan; or (f) allows for the transfer or assignment of Awards other than to a permitted assign, other than for normal estate settlement purposes.

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AI assistant

Champion Iron Limited — Proxy Solicitation & Information Statement 2022

47202_rns_2022-07-27_8784d774-d25d-401f-90a9-75956e653b07.pdf

MANAGEMENT INFORMATION CIRCULAR

FOR THE

ANNUAL GENERAL MEETING

OF THE

SHAREHOLDERS

OF

CHAMPION IRON LIMITED

PROXY SOLICITATION

VOTING INFORMATION

MEETING MATERIALS

ACCESSING THE MEETING

APPOINTMENT AND REVOCABILITY OF PROXIES

CANADIAN REGISTERED SHAREHOLDERS

Appointment of Proxy

Depositing, Mailing or Faxing Proxy

Without a control number, proxyholders will not be able to vote at the Meeting.

Voting by Internet

Voting by Telephone

Deadline for submission of proxies

Jointly Held Shares

Voting Exclusion

CANADIAN NON-REGISTERED OWNERS OR BENEFICIAL SHAREHOLDERS

Voting Procedure for Canadian Beneficial Shareholders

Voting by Internet, Telephone or Facsimile

REVOCATION OF PROXIES AND VOTING INSTRUCTION FORMS FOR CANADIANS

VOTING AND DISCRETIONARY AUTHORITY

TRANSFER AGENTS AND SHARE REGISTRARS CONTACT INFORMATION

Canada

Australia

AUDITORS OF THE COMPANY

RECORD DATE

OUTSTANDING VOTING SHARES, VOTING AT MEETING AND QUORUM

PRINCIPAL SHAREHOLDERS

NON-IFRS FINANCIAL MEASURES AND RATIOS

EBITDA

Free Cash Flow

Notes:

Return on Capital Employed

STATEMENT OF EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

A. Role of Remuneration and Nomination Committee

B. Remuneration Philosophy & Approach

C. External Advice

Notes:

D. Compensation Peer Group Selection and Benchmarking

E. Key Achievements of the Named Executive Officers in the Financial Year Ended March 31, 2022

F. Remuneration of Executive Chairman

G. Elements of Executive Remuneration

H. 2022 Executive Performance Metrics and Incentives:

i) Base Salary

2022 Base Salary

ii) Short-Term Incentives (Annual Bonus)

2022 Bonus Awards

Notes:

iii) Long-Term Incentive – Equity-Based Incentives

2018 Omnibus Incentive Plan

Stock Options

Notes:

Types of Awards under the Omnibus Incentive Plan

Stock Options

Restricted Share Units (RSUs)

Performance Share Units (PSUs)

Deferred Share Units (DSUs)

Other Share-Based Awards

2022 RSU and PSU (“ 2022 LTI ”) Grant

Notes:

iv) Retirement plan contributions and personal benefits

2022 REMUNERATION AWARDS FOR THE NAMED EXECUTIVE OFFICERS

Notes:

SUMMARY COMPENSATION TABLE

Notes:

OMNIBUS INCENTIVE PLAN AWARDS

Outstanding Share-Based Awards and Option-Based Awards

Notes:

Omnibus Incentive Plan Awards – Value Vested or Earned During the Year

AGREEMENTS WITH NAMED EXECUTIVE OFFICERS

David Cataford – Chief Executive Officer

Champion Iron Limited Proxy Solicitation & Information Statement 2022