Investment Agreement

between

Horizonte Minerals PLC

as the Company

and

Orion Mine Finance Fund III LP

as Orion

Agreed Form Documents

First Completion Board Resolutions

Instrument

Placing Announcement

Press Announcement

Signing Board Resolutions

Definitions and interpretation ... 1
Conditions and Completion ... 14
Signing deliverables ... 15
Orion Loan Note Issuance ... 16
Not used ... 16
Subscription ... 16
Conditions ... 16
Pre-First Completion matters ... 18
First Completion ... 18
Second Completion ... 18
Warranties and undertakings ... 19
Orion Warranties ... 20
Use of proceeds ... 20
Lock-In ... 20
Right to participate in future Equity Fundraising ... 21
Orion Director ... 23
Company Information ... 24
Undertakings ... 25
Overriding obligations ... 25
Termination ... 25
Further assurance ... 26
Nature of Agreement ... 26
Notices ... 26
Counterparts ... 28
General ... 28

Rights of third parties...28
Process agent and waiver of immunity...29
Costs...29
Confidentiality...29
Announcements...30
Governing Law and jurisdiction...30
Schedule 1: CONDITIONS...31
Schedule 2: PRE-SECOND COMPLETION OBLIGATIONS...33
Schedule 3: WARRANTIES...36
Schedule 4: ORION WARRANTIES...54

THIS AGREEMENT is dated and made on 23 November 2021

BETWEEN:

(1) HORIZONTE MINERALS PLC, a public limited company incorporated under the laws of England and Wales with company number 05676866 and whose registered office is at Rex House, 4 - 12 Regent Street, London, England SW1Y 4RG (the "Company"); and

(2) ORION MINE FINANCE FUND III LP, an exempted limited partnership established under the laws of the Cayman Islands with number 101696 whose registered office is at PO Box 309, Ugland House, Grand Cayman, KY1-1104 ("Orion"),

BACKGROUND:

(A) The Company has resolved to issue the Convertible Loan Notes in accordance with the Instrument and Orion has agreed to subscribe for the Orion Convertible Loan Notes on and subject to the terms and conditions of the Instrument and this Agreement.

(B) Orion has agreed to subscribe and pay for, and the Company wishes to allot and issue to Orion, the Subscription Shares on and subject to the terms and conditions of this Agreement.

IT IS AGREED as follows:

1. Definitions and interpretation

1.1 In this Agreement, unless the context otherwise requires, the following words and expressions shall have the following meanings:

"Accounts" means the audited consolidated financial statements of the Company for the financial year ended on the Accounts Date.

"Accounts Date" means 31 December 2020.

"Admission" means the admission of the Subscription Shares and the Conversion Shares (as applicable) to trading on AIM becoming effective pursuant to Rule 6 of the AIM Rules.

"Admission Date" means the date on which Admission becomes effective.

"Affiliate" means, with respect to any person, any other person who, directly or indirectly, Controls, is (at any time) under common Control with, or is (at any time) Controlled by, the person.

"Agency Agreement" means the agency agreement dated as of the date hereof and entered into between the Company and the Canadian Agents (as defined in the Placing Announcement) in connection with the Canadian Offering.

"AIM" means AIM, a market operated by the London Stock Exchange.

"AIM Rules" means the London Stock Exchange's AIM Rules for Companies, as amended from time to time.

"Announcement Date" means the date on which the transactions contemplated by this Agreement and the Araguaia Fundraising Documents are announced by the Company

through a Regulatory Information Service.

"Anti-Financial Crime Laws" means all Laws in force applicable to a member of the Horizonte Group concerning:

(A) bribery or corruption;
(B) money laundering;
(C) fraud; and/or
(D) terrorist financing,

howsoever called, and whether or not local and/or extraterritorial in effect.

"Applicable Canadian Securities Law" means all applicable securities laws in each of the Canadian Jurisdictions and the respective rules, regulations, instruments, blanket orders and blanket rulings under such laws together with applicable published policies, policy statements and notices of the securities commissions in the Canadian Jurisdictions, together with the applicable rules provided in the TSX Company Manual and the applicable published policies and staff notices of the TSX.

"Applicable Securities Laws" means any law, regulation or stock or financial market rule, or policy statement, ruling, order or other regulatory instrument of any securities regulatory authority in the UK, Canada, the US or any such other jurisdiction in which shares in the Company are offered or sold, applicable to the Company as a result of the Araguaia Fundraising Documents (including, without limitation, FSMA, the AIM Rules, MAR, the Disclosure Guidance and Transparency Rules and the Applicable Canadian Securities Law) and all other laws, regulations and rules made thereunder which are applicable to the Company.

"Araguaia Equity Fundraising" means the Equity Fundraising by an issue of Ordinary Shares by the Company (including the Subscription) in order to raise at least US$145,000,000 for the funding of the Project.

"Araguaia Fundraising Documents" means this Agreement, the Instruments, the documentation relating to the Project Finance Arrangements, the Cost Overrun Loan Agreement and such other agreements as the Company may enter into with the Shareholders, institutional investors or other investors, or investment banks, in connection with a placing, open offer or rights issue of Equity Securities for the purposes of financing the Project, with aggregate total proceeds of US$570,000,000.

"Araguaia Commercial Production Date" means the "Commercial Production Date" as defined in the Araguaia Royalty Agreement;

"Araguaia MineCo" means "MineCo" as defined in the Araguaia Royalty Agreement;

"Araguaia Mining Rights" means "Mining Rights" as defined in the Araguaia Royalty Agreement.

"Araguaia Royalty Agreement" means the Royalty Agreement dated 28 August 2019 between Nickel Production Services B.V., as Grantor, OMF Fund III (MG) LTD, as Royalty Holder, Horizonte Minerals PLC, as Parent, Araguaia Niquel Metais LTDA, as MineCo, and Horizonte Exploration Ltd, Horizonte Minerals (IOM) Ltd, Horizonte Nickel (IOM) LTD, Cluny (IOM) Ltd and Typhon Brasil Mineracao LTDA, as Grantor Guarantors, as amended from time to time.

"Articles" means the articles of association of the Company in force from time to time.

"Associate" means any person, firm or company which is a connected person (within the meaning of section 1122 of the Corporation Tax Act 2010) of such party or which is an associated company of such party within the meaning of section 449 of the Corporation Tax Act 2010.

"Authority" means any government department, national, provincial or local government, government or statutory authority under a Law which has a right to impose a requirement (whether administrative, legislative, executive or otherwise), or whose consent is required with respect to any matter or thing arising under, or affected by, this Agreement.

"Board" means the board of Directors as constituted from time to time.

"Business Day" means a day that is not a Saturday, Sunday or any other day which is a statutory holiday or a bank holiday in London, England or New York, USA.

"Brazilian Legal Opinion" means the legal opinion, of Freitas Ferraz addressed to the Company regarding, inter alia, the Project and the Araguaia Mining Rights.

"Canada" means the nation of Canada together with its provinces and territories.

"Canadian Base Shelf Prospectus" means the (final) short form base shelf prospectus of the Company dated October 29, 2021 filed in each of the Canadian Jurisdictions in respect of Canadian Offering Shares (together with any amendment thereto);

"Canadian Jurisdictions" means each of the territories and provinces of Canada, except Quebec.

"Canadian Offering" means the offering of the Canadian Offering Shares pursuant to the Canadian Base Shelf Prospectus, as supplemented by one or more Canadian Prospectus Supplements as part of the Araguaia Equity Fundraising

"Canadian Offering Documents" means the Canadian Base Shelf Prospectus, as supplemented by one or more Canadian Prospectus Supplements prepared in connection with the Canadian Offering and all ancillary materials that may be filed by or on behalf of the Company in connection with the Canadian Offering relating to the qualification for distribution in Canada of the Canadian Offering Shares.

"Canadian Offering Shares" means the new Ordinary Shares proposed to be issued by the Company pursuant to the Canadian Base Shelf Prospectus and Canadian Prospectus Supplement.

"Canadian Prospectus Supplement" means a prospectus supplement to the Canadian Base Shelf Prospectus prepared in accordance with Applicable Canadian Securities Laws and filed in connection with the distribution in Canada of the Canadian Offering Shares;

"CFA 2017" means the Criminal Finances Act 2017.

"Circular" means the circular to be published by the Company in relation to the Placing and a notice convening the general meeting,

"Claim" means any claim, demand, cause of action or proceeding relating to this Agreement.

"Common Terms Agreement" means the common terms agreement entered into between (i) Araguaia Niquel Metais LTDA (as borrower) (ii) BNP Paribas, ING Capital LLC, Natixis

New York Branch and Societe Generale (as mandated lead arrangers) and (iii) Swedish Export Credit Corporation (as Senior Lender), among others, dated on or around the date of this agreement.

"Companies Act" means the UK Companies Act 2006 (as amended from time to time);

"Conditions" means the conditions to First Completion and/or Second Completion set out in Schedule 1 as the context so requires.

"Confidential Information" means all confidential, non-public or proprietary information of a party regardless of how the information is stored or delivered, which is exchanged between the parties before, on or after the date of this Agreement, other than information:

(A) which is in or becomes part of the public domain other than through breach of this Agreement or an obligation of confidence owed to the disclosing party; or
(B) which the recipient can demonstrate by contemporaneous written documentation was already lawfully known by it at the time of disclosure to it, unless such knowledge arose from disclosure of information in breach of an obligation of confidentiality.

"Control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether (A) through ownership of voting securities, (B) through the power to appoint or remove a director, a manager or an executive officer, (C) by contract or (D) otherwise and "Controlled by" shall be construed accordingly.

"Conversion Shares" has the meaning given in the Instrument.

"Convertible Loan Notes" means the convertible loan notes with an aggregate nominal amount of US$65,000,000 to be issued by the Company under and in accordance with the Instruments.

"Cornerstone Agreement" means the investment agreement(s) between the Company and certain other cornerstone investor(s) who have committed to provide funding in connection with the Araguaia Equity Fundraising;

"Cost Overrun Loan Agreement" means a cost overrun loan facility for US$25,000,000 from OMF Fund III (F) Ltd to the Company, in agreed form, relating to the Project.

"Credit Term Sheet" means the Indicative Term Sheet for the Araguaia Project Financing dated 29 September 2021.

"CREST Regulations" means Uncertificated Securities Regulations 2001, as amended from time to time.

"Deed of Subordination" means the deed of subordination to be entered into by, among others, Orion, La Mancha, and the Company in respect of the subordination of certain rights relating to the Convertible Loan Notes, in accordance with the principles set out in the definition of "Deed of Subordination" in the Instrument and in a form reasonable acceptable to Orion, La Mancha and the Company.

"Directors" means the directors of the Company from time to time, and "Director" means any one of them.

"Disclosed" means, in respect of any fact, matter or document, the facts, matters or documents disclosed (with sufficient details to enable a reasonable investor with the investment experience of Orion to identify the nature, scope and implications of the relevant fact, matter or document so disclosed) in any publicly filed documents of the Company (including, without limitation, the Canadian Base Shelf Prospectus and any Canadian Prospectus Supplement, the Accounts and announcements publicly disclosed through a Regulatory Information Service) available on SEDAR.

"Disclosure Guidance and Transparency Rules" means the disclosure guidance provided by the FCA (as amended from time to time) and the transparency rules made by the FCA under section 73A(6) of FSMA (as amended from time to time).

"Encumbrance" means any mortgage, charge (whether legal or equitable and whether fixed or floating), security interest, lien, pledge, option, right to acquire, right of pre-emption, interest, equity, assignment, hypothecation, title retention, adverse claim of ownership or use, power of sale or restriction of any kind or other encumbrance of any kind or any agreement to create any of the foregoing.

"Environmental and Social Action Plan" has the meaning given to it in Performance Standard 1 of the IFC Performance Standards, as amended, supplemented or replaced, in whole or in part, from time to time.

"Environmental Laws" means any statute, law, ordinance, regulation, rule, code, order, consent decree or judgment, in each case in effect as of the date hereof, relating to pollution or to the protection of the environment, human health or welfare or the conditions of the workplace including any relating to the treatment, storage, disposal, generation or treatment of Hazardous Materials.

"Environmental Permits" means any permit, approval, identification number, license and other authorisation required under or issued pursuant to any applicable Environmental Law.

"ESG Guidelines" means any environmental, social and governance guideline applicable to any Horizonte Group Company, in each case in effect as of the date thereof.

"Equity Fundraising" means any fundraising undertaken by the Company by way of a non-pre-emptive placing of Equity Securities, with institutional investors or other investors, or otherwise connected to the issue of Equity Securities on a non-pre-emptive basis but shall exclude, for the avoidance of doubt:

(A) the grant of any options or other awards, or the issue of any Equity Securities upon exercise of options or awards granted (whether before or after the date of this Agreement), pursuant to any share option scheme or other executive incentivisation scheme of the Company or pursuant to bona fide compensation arrangements with the directors, officers, employees, consultants and service providers of the Horizonte Group, which in any such case are in existence on the date of this Agreement or subsequently approved by the Directors or the Company in general meeting, provided that the total amount of Equity Securities under this sub-paragraph (A) issued over a rolling three year period should not exceed 10% of the fully diluted share capital (assessed at the time of each relevant Equity Fundraising);

(B) Equity Securities issuable upon the exercise of convertible securities outstanding as of the First Completion Date;

(D) the issue of any Equity Securities otherwise than for cash consideration (other than pursuant to a cash box structure);
(E) the issue or conversion of any Convertible Loan Notes under the Instrument;
(F) the issue of any shares as a result of the exercise or conversion of any convertible securities or other rights to subscribe for shares in the Company which are in existence as at the date of this Agreement;
(G) the issue of Equity Securities or convertible securities made to all holders of Equity Securities on a pre-emptive basis; and
(H) Equity Securities issuable upon the exercise of convertible securities issued pursuant to any Issue following the First Completion Date in respect of which Orion has been given the opportunities to subscribe.

"Equity Securities" means the Ordinary Shares and any other voting or equity shares issued by the Company and outstanding from time to time, including any other capital stock, equity interest or other ownership interest or other similar right, any preferred share, note or debt security having or containing equity features, and any option, warrant or other security or right which is directly or indirectly convertible into or exercisable or exchangeable for any of the foregoing.

"Exchanges" means the London Stock Exchange and the TSX and "Exchange" shall be construed accordingly.

"FCA" means the Financial Conduct Authority.

"First Completion" means completion of the Subscription in accordance with clause 9.

"First Completion Board Resolutions" means extracts from the minutes of a meeting of the Board (or a duly authorised committee thereof) substantially in the agreed form containing resolutions approving:

(A) the allotment and issue of the Subscription Shares credited as fully paid to Orion and the Subscription Shares being credited to such CREST account as Orion may specify in writing to the Company, in the case of (A) and (B), conditional only upon Admission;
(B) subject to Second Completion, (i) the issue of the Orion Convertible Loan Notes to the Orion Noteholder and enter its name in the Noteholder Register and (ii) the allotment of the Conversion Shares; and
(C) pass any such other resolutions as may be required to carry out the obligations of the Company under this Agreement.

"First Completion Date" means the date on which First Completion occurs.

"First Long Stop Date" means December 31, 2021.

"FSMA" means the Financial Services and Markets Act 2000, including any regulations made under that Act.

"Fundamental Warranties" means the Warranties set out in paragraph 17 of Schedule 3.

"Fundamental Warranty Claim" means any claim, demand, action, proceeding or suit under or in connection with any of the Fundamental Warranties

"General Offer" has the meaning given to it in clause 14.3(B).

"Good Mining Practice" means, in relation to any decision or undertaking, the exercise of a degree of diligence, skill, care and prudence which would reasonably be expected to be observed by skilled and experienced professionals in the Brazilian and international mining industries engaged in the same type of undertaking in Brazil under the same or similar circumstances.

"Group" means the Horizonte Group or the Orion Group, as applicable.

"Hazardous Materials" means any chemical, material, substance or waste prescribed as "toxic" or "hazardous" or as a "contaminant" or "explosive", or any other similar characterisation under any Environmental Law.

"HMRC" means Her Majesty's Revenue and Customs (which shall include its predecessors, the Inland Revenue and HM Customs and Excise).

"Horizonte Group Company" means every company which is a member of the Horizonte Group and "Horizonte Group Companies" shall be construed accordingly.

"Horizonte Group" means the Company, its Affiliates, and its subsidiaries from time to time;

"IFRS" means International Financial Reporting Standards published by the International Accounting Standards Board.

"IFC Performance Standards" means the International Finance Corporation's Environmental and Social Performance Standards, contained in the English text 2012 edition of the International Finance Corporation's Sustainability Framework, as amended, supplemented or replaced, in whole or in part, from time to time

"Intercreditor Agreement" means the intercreditor agreement entered into by, among others, OMF Fund III (Cr) Ltd, OMF Fund III (F) Ltd and the Company.

"Investor Presentation" means the presentation slides, prepared by the Company and used by it in meetings with institutional investors in connection with the Placing.

"Instrument" means the deed constituting the Orion Convertible Loan Notes, in the agreed form, and executed by the Company, the Original Noteholders (as defined therein) and the Obligor Subsidiaries (and "Instruments" means the Instrument together with the deed constituting the Convertible Loan Notes to be subscribed pursuant to the La Mancha Investment Agreement).

"Intellectual Property Rights" has the meaning given in paragraph 19 of Schedule 3;

"Interim Accounts" means the unaudited consolidated profit and loss accounts of the Company for the three month period from 1 January 2021 to 31 March 2021 and 1 April 2021 to 30 June 2021.

"Issue Shares" means the Subscription Shares, the Conversion Shares, the Ordinary Shares to be issued pursuant to the Cornerstone Agreement, the Canadian Offering Shares and the UK Placing Shares.

"Law" or "Laws" means all applicable legislation, statutes, directives, regulations, rules, judgements, decisions, decrees, orders, instruments, by-laws and other legislative measures or decisions having the force of law, rules of common law, and equity and all other applicable laws of any jurisdiction from time to time and whether before or after the date of this Agreement.

"Lock-In Period" has the meaning given in clause 14.1.

"London Stock Exchange" means London Stock Exchange plc.

"MAR" means European Market Abuse Regulation (596/2014) as amended and transposed into the laws of the United Kingdom pursuant to the European Union (Withdrawal) Act 2018 and the European Union (Withdrawal Agreement) Act 2020.

"Material Adverse Change" means any material change in, or any event or circumstance that might reasonably result in such a material adverse change in, or affecting, the business, management, results of operations, assets, liabilities, financial position or prospects (financial, trading or otherwise) or profits of the Company or the Horizonte Group (taken as a whole) (as the case may be) whether or not arising in the ordinary course of business.

"Mining Code" means Decree-law No. 227, dated 28 February 1967, as subsequently amended, supplemented or replaced;

"Mining Operations" means every kind of work and activities carried out on or in respect of the Mining Rights including but without limitation the following:

(A) the acquisition, registration and maintenance of the Mining Rights;
(B) developing, designing, constructing and equipping all mining facilities;
(C) extracting, mining, producing, improving, smelting, treating, refining, transporting and handling of products and Tailings and disposing of Tailings and despatching products won under authority of the Mining Rights;
(D) the construction and re-location of any roads, railway lines, telephone lines, waterways or other natural or man-made utilities required in order to facilitate any activity conducted under authority of the Mining Rights; and
(E) the restoration of the are the subject of the Mining Rights and all other work done after the completion of mining activities to comply with environmental and like requirements;

"Mining Rights" means the Araguaia Mining Rights, any mining rights held by the Group in relation to the Vermelho Project or any mining rights stated in the Public Information as being held by any Horizonte Group Company and which are part of the Project or the Vermelho Project or the Company intends to exploit.

"NI 43-101" means National Instrument 43-101 – Standards of Disclosure for Mineral Projects, of the Canadian Securities Administrators.

"Offtake Agreement" means the offtake agreement entered into between, among others, the Company and Glencore International AG (as contracting party) and Araguaia Niquel Metais Ltda (as borrower) on or around the date of this agreement.

"Nomad" means Peel Hunt LLP.

"Noteholder Register" has the meaning given in the Instrument.

"Obligor Subsidiaries" has the meaning given in the Instrument.

"Ordinary Share" means a voting ordinary share of £0.01 in the capital of the Company.

"Orion Convertible Loan Notes" means the Convertible Loan Notes in an aggregate nominal amount of up to US$50,000,000 to be issued to the Orion Noteholder in accordance with this Agreement, and which are constituted by the Instrument.

"Orion Director" means the Director nominated by Orion under clause 16 and appointed to the Board from time to time.

"Orion Group" means, collectively, the entities comprising Orion, any subsidiary or any holding company from time to time of Orion, any subsidiary from time to time of a holding company of Orion, any Related Fund of Orion and any Affiliate of any such entity.

"Orion Interest" means the Ordinary Shares held by the Orion Group from time to time expressed as a percentage of the entire issued share capital of the Company in issue at that time (excluding any Ordinary Shares which would be issued upon conversion of any Convertible Loan Notes).

"Orion Investment Amount" means an amount equal to the Subscription Amount and the aggregate principal amount of the Orion Convertible Loan Notes.

"Orion Loan Note Issuance" means the issuance of the Orion Convertible Loan Notes to the Orion Noteholder in accordance with the Instrument and this Agreement.

"Orion Noteholder" means a designated subsidiary of Orion as notified to the Company prior to the Orion Loan Note Issuance.

"Orion Shares" means the Subscription Shares and Conversion Shares.

"Orion Warranties" means the warranties set out in Schedule 4.

"Panel" means the Panel on Takeovers and Mergers.

"Participation Right" has the meaning given in clause 15.1.

"Placing Agreement" means a placing agreement dated on or around the date hereof and entered into between the Company and the UK Joint Bookrunners (as defined in the Placing Announcement).

"Placing" means the Canadian Offering and the UK Placing.

"Placing Announcement" means the placing announcement relating to the Placing.

"Placing Results Announcement" means the press announcement giving details of the results of the Placing.

"Placing Terms and Conditions" means the terms and conditions of the UK Placing as set out in the Placing Announcement.

"Press Announcement" means the press announcement in the form agreed by the Parties relating to, amongst other things, to the Transactions, to be issued by the Company on or

about the date of this Agreement in accordance with the relevant Applicable Securities Laws.

"Project" means the Araguaia nickel project in Para, Brazil, including any expansion thereof, as defined in the Araguaia Royalty Agreement, and its ancillary infrastructure, such as, but not limited to, the power line that will supply energy to the Project and the water pipeline.

"Prospecting Rights" means all the prospecting rights or mineral exploration concession areas which (i) are referred to in the Brazilian Legal Opinion or (ii) are stated in the Public Information as being held by any Horizonte Group Company and which are part of the Project or the Vermelho Project.

"Project Finance Arrangements" means project financing arrangements of at least US$325,000,000, in a form acceptable to the Company and Orion, to be provided by one or more project finance providers of suitable standing and creditworthiness.

"Public Information" means all information released by or on behalf of the Company pursuant to Applicable Securities Laws or filed on SEDAR or released through a Regulatory Information Service, in each case since the Accounts Date.

"QCA Code" means the Quoted Company Alliance's (QCA) Corporate Governance Code for Small and Mid-Size Quoted Companies

"Regulatory Information Service" means a regulatory information service that is approved by the London Stock Exchange and is on the list of regulatory information services maintained by the London Stock Exchange.

"Regulation D" means Regulation D under the US Securities Act.

"Regulation S" means Regulation S under the US Securities Act.

"Related Fund" means in relation to a fund (the "first fund"), a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.

"Representative" means includes an employee, agent, officer, director, auditor, advisor, partner or consultant of a party.

"Restricted Information" has the meaning given in clause 17.2.

"Rule 144A" means Rule 144A of the US Securities Act.

"Sanctions Laws and Regulations" means (a) any US sanctions administered by the US State Department or the Office of Foreign Assets Control of the US Department of the Treasury (including, without limitation, the designation as a "specially designated national or blocked person" thereunder); (b) any sanctions or requirements imposed by, or based upon the obligations or authorities set forth in, the Iran Sanctions Act, the US Trading With the Enemy Act, the US International Emergency Economic Powers Act, the US United Nations Participation Act, the US Syria Accountability and Lebanese Sovereignty Act, the Iran Threat Reduction and Syria Human Rights Act or the Iran Freedom and Counter-Proliferation Act, all as amended, or any similar act administered and/or enforced by the US Department of State or US Department of the Treasury, or of the foreign assets control regulations of the U.S. Department of the Treasury (including, without limitation, 31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating

thereto; and (c) any sanctions or measures imposed by the United Nations Security Council, the European Union (or any member state thereof), Her Majesty's Treasury or any other legal or governmental authority.

"Sanctioned Person" means any person currently subject to any sanctions, or located, organised or resident in a country or territory that is the subject of sanctions, pursuant to the Sanctions Laws and Regulations.

"SEDAR" means the System for Electronic Document Analysis and Retrieval at www.sedar.com, maintained by the Canadian Securities Administrators.

"Second Completion" means completion of the Orion Loan Note Issuance in accordance with clause 10.

"Second Completion Date" means the date on which Second Completion occurs.

"Second Long Stop Date" means March 31, 2022.

"Shareholder" means a holder of Ordinary Shares.

"Shareholder Resolutions" means Shareholder resolutions of the Company to (i) grant to the Directors the authority to allot Ordinary Shares on a non-pre-emptive basis, to be issued pursuant to the Araguaia Equity Fundraising, and on conversion of the Convertible Loan Notes, and (ii) appoint as a Director the person nominated by Orion pursuant to clause 16.

"Signing Board Resolutions" means an extract from the minutes of a meeting of the Board (or a duly authorised committee thereof) substantially in the agreed form containing resolutions approving:

(A) the entry by the Company into:

(1) this Agreement;
(2) the Instrument;
(3) the Vermelho Royalty Agreement; and

(B) the dispatch of a circular to the Company's shareholders in connection with the issue of the Convertible Loan Notes, the Araguaia Equity Fundraising and including a notice of general meeting at which the Shareholder Resolutions shall be considered.

"Subscription" means the subscription by Orion for the Subscription Shares pursuant to clause 6 of this Agreement.

"Subscription Amount" means US$50,000,000.

"Subscription Price" means the amount in US$ (based on the GBP / US$ exchange rate as at close of business on the date of this Agreement and obtained from oanda.com) which is equal to the lesser of (i) the placing price per Ordinary Share under the UK Placing, and (ii) GBP0.075 (7.5 pence).

"Subscription Shares" means such number of Ordinary Shares as can be purchased with the Subscription Amount at the Subscription Price.

"Surface Rights" means all those rights required over land, including access rights, to enable any member of the Horizonte Group to exploit its Mining Rights.

"Tailings" means any waste dumps including any tailings, residues, waste rock, spoiled leach materials and other materials resulting from Mining Operations and activities conducted on or adjacent to the area the subject of the Mining Rights.

"Takeover Code" means the London City Code on Takeovers and Mergers.

"Tax" or "Taxation" means any tax, and any duty, contribution, impost, levy or charge in the nature of tax, and any fine, penalty, inflation adjustment, surcharge or interest connected therewith, including (without prejudice to the foregoing) corporation tax, thin capitalization penalty tax, rejected expenses penalty tax, and in general, income taxes, tax falling to be deducted or withheld from or accounted for in respect of any payment, mining royalty tax, national insurance and social security contributions, capital gains tax, donation tax, inheritance tax, value added tax, customs excise and import duties, stamp, registration, documentary and other transfer taxes or duties, land tax, municipal licence, business licence tax, rates, and any other payment whatsoever which a member of the Horizonte Group is or may be or become bound to make to any person and which is or purports to be in the nature of taxation or otherwise by reason of any Taxation statute.

"Tax Authority" means HMRC and any governmental, treasury, state, federal, provincial, local or municipal fiscal, revenue, customs or excise authority, body, agency or official anywhere in the world having or purporting to have power or authority in relation to Tax.

"Tax Warranty Claim" means any claim, demand, action, proceeding or suit under or in connection with any of the Warranties in paragraph 14 of Schedule 3

"Termination Event" means any event, circumstance, act or omission which entitles or would with the passing of time entitle a party to terminate, revoke, cancel or suspend the relevant licence or entitle a party to forfeit, curtail, suspend or reduce the benefits enjoyed by another party and/or the rights granted to such other party under the relevant licence or constitute grounds for non-renewal or entitle the other party to renew on terms where the benefits enjoyed or rights granted to a party will be or are forfeited, curtailed or suspended or reduced.

"Trading Day" means a day on which the AIM market and the TSX market is open for the trading of securities.

"Transactions" means the transactions contemplated by the Araguaia Fundraising Documents.

"TSX" means the Toronto Stock Exchange operated by TMX Group Limited.

"TSX Company Manual" means the TSX Company Manual as amended from time to time.

"UK Fundraising Documents" means together the Placing Announcement, the Placing Terms and Conditions, the Investor Presentation, the Circular and the Placing Results Announcement.

"UK Placing" means the placing of the UK Placing Shares by the joint UK bookrunners pursuant to the Placing Agreement and the UK Fundraising Documents.

"UK Placing Shares" means the new Ordinary Shares proposed to be allotted and issued by the Company fully paid up and admitted to, quoted or listed (as applicable) on the Exchanges pursuant to the UK Placing in accordance with the terms of the Placing Agreement.

"US" or "United States" means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia.

"USD", "US$" or "$" means US dollars, the lawful currency of the United States of America.

"US Exchange Act" means the United States Securities Exchange Act of 1934, as amended.

"US Investment Company Act" means the United States Investment Company Act of 1940, as amended.

"US Securities Act" means the United States Securities Act of 1933, as amended.

"Vermelho Project" means the Vermelho nickel and cobalt project.

"Vermelho Royalty Agreement" means the royalty agreement in agreed form between, amongst others, the Company, Battery Metals Services B.V. as grantor and OMF Fund III (Cr) Ltd as royalty holder.

"Warranties" means the warranties set out in Schedule 3.

"Warranty Claim" means a Claim by Orion, the basis of which is that any Warranty is, or is alleged to be, untrue or inaccurate.

1.2 In this Agreement, unless the context requires otherwise:

(A) a reference to a document in the "agreed form" is a reference to a document in a form approved by each party and, for the purposes of identification, signed by or approved by or on behalf of each party;

(B) use of the singular includes the plural and vice versa;

(D) any reference to a "person" shall be construed as a reference to any individual, firm, company, corporation, undertaking, government, state, agency of a state, association, partnership, organisation, foundation or trust (whether or not having separate legal personality), and includes a reference to that person's legal personal representatives, successors and permitted assigns;

(E) references to a "company" shall be construed so as to include any company, corporation or body corporate, whenever, wherever and however established or incorporated;

(F) general words, including those introduced by the word "other", shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things and general words and phrases followed by the terms "including", "include" and "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;

(G) any reference to any clause, sub-clause, paragraph or schedule shall be a reference to the clause, sub-clause, paragraph or schedule of this Agreement in which the reference occurs unless it is indicated that reference to some other provision is intended;

(H) the provisions of the schedules to this Agreement shall form an integral part of this Agreement and shall have as full effect as if they were incorporated in the body of this Agreement and the expressions “this Agreement” and “the Agreement” shall be deemed to include the schedules to this Agreement;

(I) the headings are inserted for convenience of reference only and shall not in any way form part of, or affect the construction or interpretation of, this Agreement;

(J) a reference to a document is a reference to that document as from time to time amended, supplemented or varied (in each case, other than in breach of the provisions of this Agreement);

(K) a reference to a “subsidiary” or “holding company” means a subsidiary or a holding company (as the case may be) as defined in section 1159 of the Companies Act and for the purposes only of the membership requirement contained in Sections 1159(1)(b) and (c), a company shall be treated as a member of another company even if its shares in that other company are registered in the name of:

(1) another person (or its nominee), by way of security or in connection with the taking of security; or
(2) its nominee;

(L) any reference to any statute or statutory provision means that statute or statutory provision as it has been amended, extended, consolidated, re-enacted or replaced (whether before or after the date of this Agreement) and includes any order, regulation, instrument or other subordinate legislation made under the relevant statute, provided in all cases that, as between the parties, no such amendment, extension or re-enactment made after the date of this agreement shall apply for the purposes of this agreement to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any party;

(M) all references to costs, charges and expenses include any value added tax or similar tax charged or chargeable in respect thereof;

(N) reference to any English legal term for any action, remedy, method or judicial proceeding, legal document, legal status, court, official, or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include that which most nearly approximates in that jurisdiction to the English legal term;

(O) unless expressly provided otherwise in this Agreement, a reference to writing or written includes email;

(P) any obligation on a party not to do something includes an obligation not to consent to that thing to be done; and

(Q) any time or date shall, unless expressly provided otherwise in this Agreement, be construed as a reference to the time or date prevailing in England.

2. Conditions and Completion

2.1 The Parties agree that the transactions contemplated by this Agreement shall be effected as follows, on and subject to the terms of this Agreement:

Signing

(A) On signing:

(1) the Parties shall deliver those items set out in clause 3;

(2) Orion hereby applies for the allotment to it of the Subscription Shares on the terms of clause 6 (and subject always to the Conditions to First Completion set out in clause 7 being satisfied); and

(3) Orion hereby applies for the issue to it of the Orion Convertible Loan Notes on the terms of clause 4 (and subject always to the Conditions to Second Completion set out in clause 7 being satisfied).

Pre-Completion Matters

(B) The provisions of clause 8 shall apply at all times from the date of this Agreement until First Completion.

Conditions to First Completion

(C) First Completion shall be conditional upon the Conditions set out in clause 7.1 having been satisfied or otherwise waived in accordance with clause 7.

First Completion

(D) On First Completion, Orion shall subscribe for, and the Company shall allot and issue to Orion, the Subscription Shares free and clear from any and all Encumbrances and with all rights attaching to them on and from allotment, in accordance with clause 9.

Conditions to Second Completion

(E) Second Completion shall be conditional upon:

(1) First Completion having taken place; and

(2) the Conditions set out in clause 7.2 having been satisfied or otherwise waived in accordance with clause 7.

Second Completion

(F) On Second Completion:

(1) the Convertible Loan Notes shall be issued in accordance with clause 10; and

(2) the Vermelho Royalty Agreement, the Cost Overrun Loan Agreement and the other Araguaia Fundraising Documents shall (to the extent not already effective) become effective in accordance with their terms.

3. Signing deliverables

3.1 The Company shall, as at the time of this Agreement, deliver to Orion or procure the delivery to Orion of:

(A) a copy of the Signing Board Resolutions, duly passed; and

(B) the Instrument, signed on behalf of the Company;
(C) the Vermelho Royalty Agreement, signed on behalf of the Company; and
(D) an advanced draft of the Cost Overrun Loan Agreement.

3.2 Orion shall, as at the time of this Agreement, deliver to the Company or procure the delivery to the Company of:

(1) the Instrument, signed on behalf of the Orion Noteholder; and
(2) the Vermelho Royalty Agreement, signed on behalf of Orion.

4. Orion Loan Note Issuance

4.1 Orion hereby applies for the issue to the Orion Noteholder of the Orion Convertible Loan Notes, on and subject to the terms and conditions of the Instrument and this Agreement, and the Company hereby accepts such application.
4.2 On Second Completion, Orion shall procure that the Orion Noteholder shall subscribe for, and the Company shall issue to the Orion Noteholder, the Orion Convertible Loan Notes.

5. Not used

[Not used]

6. Subscription

6.1 Orion hereby applies for the allotment and issue to it of the Subscription Shares in consideration for the payment by Orion of the Subscription Amount, on and subject to the terms of this Agreement, and the Company hereby accepts such application.
6.2 On First Completion, Orion shall subscribe for, and the Company shall allot and issue to Orion, the Subscription Shares free and clear from any and all Encumbrances and with all rights attaching to them on and from allotment.
6.3 The Company acknowledges that Orion enters into this Agreement in reliance on the Warranties and undertakings by the Company set out in this Agreement.

7. Conditions

7.1 First Completion is conditional upon the Conditions set out in Part A of Schedule 1 having been satisfied or otherwise waived in accordance with this clause 7 prior to the First Completion Date.
7.2 Second Completion is conditional upon the Conditions set out in Part B of Schedule 1 having been satisfied or otherwise waived in accordance with this clause 7 prior to the Second Completion Date.
7.3 The Company shall:

(A) use its reasonable endeavours to procure satisfaction of the Conditions set out in Part A of Schedule 1 by no later than the First Long Stop Date;
(B) use its reasonable endeavours to procure satisfaction of the Condition set out in Part B of Schedule 1 by no later than the Second Long Stop Date; and

7.4 Orion shall use its reasonable endeavours to assist the Company with the fulfilment of the Conditions to the extent that it is able to do so, including providing such information as the Company may reasonably require in relation to the Conditions, the Press Announcement, the Placing Announcement or the Canadian Base Shelf Prospectus and any Canadian Prospectus Supplement thereto. The Company agrees to fully and effectively indemnify and hold harmless Orion against all or any claims asserted, established or instituted against Orion in connection with the Canadian Base Shelf Prospectus and any Canadian Prospectus Supplement relating thereto or the Press Announcement, save where such claims are determined by a court of competent jurisdiction to be due to Orion's wilful misconduct or gross negligence.

7.5 The Conditions in:

(A) paragraphs 1, and 7 of Part A and Part B of Schedule 1 are for the sole benefit of, and may only be waived by notice in writing by, Orion; and
(B) paragraphs 2 to 6 of Part A of Schedule 1 may not be waived.

7.6 If Orion waives a Condition in accordance with this clause 7, that waiver does not:

(A) preclude Orion from bringing a claim against the Company for any breach of this Agreement; or
(B) constitute a waiver of any other Condition.

7.7 On becoming aware of a Condition being satisfied, the Company shall give written notice to Orion and, where appropriate, provide relevant copy documentation to Orion.

7.8 In the event that any of the Conditions set out in Part A of Schedule 1 are not satisfied (or otherwise waived in accordance with this clause 7) by the First Long Stop Date (or such later date as the Parties may agree in writing), this Agreement shall terminate and, subject to clause 18.2 neither Party shall have any claim against the other Party for any costs, damages, compensation or otherwise.

7.9 In the event that First Completion has occurred but any of the Conditions set out in Part B of Schedule 1 are not satisfied (or otherwise waived in accordance with this clause 7) by the Second Long Stop Date (or such later date as the Parties may agree in writing):

(A) the rights and obligations of the parties under this Agreement relating to the matters to be carried out at and the transactions contemplated by Second Completion shall terminate but the Agreement shall otherwise remain in force; and
(B) subject to clause 18.2, neither Party shall have any claim against the other Party for any costs, damages, compensation or otherwise in relation to such termination of rights and obligations.

7.10 Upon termination of this Agreement in whole or in part, each Party shall, on request from the other, return to the other Party or destroy all information (and copies of such information) which has been supplied to such Party or its advisers by or on behalf of the other Party before such date in connection with the transactions contemplated by this Agreement (or the part thereof which has been terminated) (provided that such obligation shall not require the removal of any electronic copies of such information to the extent that it would be impossible or impractical to do so).

Pre-First Completion matters

8.1 The provisions of Schedule 2 shall apply at all times from the date of this Agreement until Second Completion.

First Completion

9.1 First Completion shall (provided the Conditions to First Completion have been satisfied (or waived)) take place at the offices of the Company, at 8:00 a.m. on the second Business Day following the date of the shareholder meeting at which the Shareholder Resolutions are passed, or such other date as the parties may agree in writing.

9.2 On the Business Day prior to First Completion:

(A) Orion shall pay to the Company by electronic transfer into the Company's bank account at Lloyds Bank plc with Account Name: Horizonte Minerals plc; Sort Code: 30-97-73; Account Number: 11838164, SWIFT: LOYDGB21087 and IBAN: GB88 LOYD 3097 7311 8381 64 an aggregate amount equal to the Subscription Amount (to be held on behalf of Orion pending First Completion), and payment made in accordance with this clause 9.2(A) shall constitute a good discharge for Orion of its obligations under this clause 9.2(A);

(B) the Company shall hold a duly convened meeting of the directors (or a duly constituted committee thereof) at which the First Completion Board Resolutions shall be passed; and

(C) the Company shall issue the Subscription Shares credited as fully paid to Orion and credit the Subscription Shares to such CREST account (as Orion may specify in writing to the Company), in each case conditional only upon Admission.

9.3 The Company take all necessary steps in the UK to give effect to Admission so that the Subscription Shares are admitted or conditionally approved for trading on First Completion.

Second Completion

10.1 Second Completion shall take place at the offices of the Company on the tenth Business Day following the date on which the last of the Conditions set out in Part B of Schedule 1 is satisfied (or waived), or such other date as the parties may agree in writing.

10.2 At Second Completion:

(A) Orion shall pay to the Company by electronic transfer into the Company's bank account at Lloyds Bank plc with Account Name: Horizonte Minerals plc; Sort Code: 30-97-73; Account Number: 11838164, SWIFT: LOYDGB21087 and IBAN: GB88 LOYD 3097 7311 8381 64 an aggregate amount equal to the aggregate subscription price for the Orion Convertible Loan Notes in accordance with the terms thereof, and payment made in accordance with this clause 10.2(A) shall constitute a good discharge for Orion of its obligations under this clause 10.2(A);

(B) Orion shall deliver to the Company the Deed of Subordination duly executed on behalf of the Orion Noteholder;

(1) enter the Orion Noteholder in the Noteholder Register;

(2) deliver to the Orion Noteholder a certificate in respect of the Orion Convertible Loan Notes; and
(3) deliver to the Orion Noteholder the Deed of Subordination duly executed on behalf of the Company and the other parties thereto (other than the Orion Noteholder);

(D) the Vermelho Royalty Agreement shall become effective in accordance with its terms; and
(E) the Cost Overrun Loan Agreement shall become effective in accordance with its terms.

11. Warranties and undertakings

11.1 Warranties

(A) Subject to clause 11.1(B), the Company warrants to Orion that the Warranties are true and accurate as at the date of this Agreement and as at First Completion and at Second Completion, in each case, by reference to the facts and circumstances then subsisting.
(B) The Warranties (other than the Fundamental Warranties) are given subject to and qualified by the facts, matters and documents that are Disclosed.
(C) Each of the Warranties shall be construed as a separate and independent warranty and, except where this Agreement provides otherwise, shall not be limited by another provision of this Agreement or another Warranty.
(D) The rights and remedies of Orion in respect of a breach of any of the Warranties shall not be affected by First Completion or Second Completion and the Warranties shall remain in full force and effect notwithstanding First Completion and/or Second Completion.
(E) Warranties qualified by the expression "so far as the Company is aware" or any similar expression are deemed to be given to the best of the knowledge, information and belief of the Directors and Simon Retter, having made due and careful enquiries.
(F) If at any time prior to Second Completion, the Company becomes aware of any matter, fact, circumstance or event which is reasonably likely to result in any of the Warranties being untrue or inaccurate in any material respect as at First Completion or Second Completion, the Company will as soon as reasonably practicable after becoming aware of such breach, matter, fact, circumstance or event give written notice to Orion specifying in reasonable detail that matter, fact, circumstance or event. Any notice given under this clause 11.1(F) in relation to any matter, fact, circumstance or event does not, for the avoidance of doubt, prevent Orion from making any Warranty Claim arising from that matter, fact or circumstance.
(G) If any sum payable by the Company to Orion pursuant to a Warranty Claim is subject to Taxation in the hands of Orion, the Company shall pay Orion such additional amount required to ensure that the net amount received by Orion is the amount that Orion would have received if the payment was not subject to such Taxation.
(H) The Company shall not be liable:

(1) for any Warranty Claim (other than a Fundamental Warranty Claim or a Tax Warranty Claim) unless the Company has been given written notice by Orion within two years of First Completion setting out the nature of the Warranty Claim; or
(2) for any Fundamental Warranty Claim or Tax Warranty Claim unless the Company has been given written notice by Orion within six years of First Completion setting out the nature of the Warranty Claim.

(I) The Company undertakes that, to the extent that Araguaia MineCo's existing use authorisation in respect of the water pipeline is not sufficient for the purposes of constructing the water pipeline (and only if such use authorisation is deemed as not sufficient), it shall use commercially reasonable endeavours to reach agreements in writing with the owners of the real properties known as "Fazenda Boa Esperança" and "Fazenda Nossa Senhora de Fátima", and/or take appropriate legal action against such owners, to secure appropriate land access rights prior to the intended construction date.

12. Orion Warranties

12.1 Orion warrants to the Company that the Orion Warranties are true and accurate as at the date of this Agreement and as at First Completion and Second Completion.
12.2 Orion acknowledges that the Company is entering into this Agreement in reliance on each of the Orion Warranties.
12.3 The rights and remedies of the Company in respect of a breach of any of the Orion Warranties shall not be affected by First Completion or Second Completion and the Orion Warranties shall remain in full force and effect notwithstanding First Completion and/or Second Completion.

13. Use of proceeds

The Company undertakes in favour of Orion that it shall, and shall procure that each member of the Horizonte Group shall, apply the proceeds of the Subscription and the Orion Loan Note Issuance towards the cost of the development, construction and commissioning of the Project or as is otherwise consistent with the Press Announcement.

14. Lock-In

14.1 Orion undertakes to the Company that it will not, at any time during the period commencing on the date of this Agreement and ending four (4) months after First Completion (the "Lock-In Period") offer, lend, mortgage, assign, charge, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, whether or not for any consideration: (i) any Ordinary Shares (or any legal or beneficial interest in Ordinary Shares or rights in respect of Ordinary Shares); or (ii) any securities of the Company that are substantially similar to the Ordinary Shares (or any legal or beneficial interest in such securities or right in respect of such securities) including any securities that are convertible into or exchangeable for, or that represent the right (whether conditional or not) to receive Ordinary Shares or any such substantially similar securities; or enter into any swap or other agreement or transaction that, in whole or in part, has the same or substantially the same economic effect as any of the foregoing (including a derivatives transaction), whether any such swap or transaction is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise.

14.2 The provisions of clause 14.1 shall not apply to any charging, disposal, sale, transfer or other encumbering or agreement for the charging, disposal, sale, transfer or other encumbering of any of the Orion Convertible Loan Notes.

14.3 The provisions of clause 14.1 shall not apply to any charging, disposal, sale, transfer or other encumbering or agreement for the charging, disposal, sale, transfer or other encumbering of any security (including the Subscription Shares) as set out in paragraphs (i) and (ii) of clause 14.1 above in any of the following circumstances:

(A) with the prior written consent of the Company;
(B) the acceptance of any general, partial or tender offer or takeover bid by any third party or the Company for the whole or part of the share capital of the Company which is open to all shareholders in the Company (a "General Offer");
(C) the execution and delivery of an irrevocable commitment or undertaking to accept a General Offer;
(D) the acceptance of an offer by the Company to purchase Equity Securities where such offer is made on identical terms to all holders of Equity Securities;
(E) the implementation of any scheme of arrangement by the Company or other procedure or transaction to effect an amalgamation to give effect to a General Offer;
(F) pursuant to any sale or transfer required by an order made by a court with competent jurisdiction or where required by Law; or
(G) pursuant to any decision or ruling by an administrator, administrative receiver or liquidator appointed to the Company in connection with a winding up or liquidation of the Company.

Right to participate in future Equity Fundraising

15.1 Provided that, at the time of an Equity Fundraising, the Orion Interest is no less than ten per cent (10%), Orion shall have the right (but not the obligation) to participate in such Equity Fundraising on the same terms ("Participation Right") such that the Orion Interest on closing of the Equity Fundraising is the same as the Orion Interest immediately prior to the Equity Fundraising.

15.2 Pursuant to clause 15.1, the following provisions will apply:

(A) the Company will provide Orion with written notice (the "Notice of Intention") prior to the proposed issue or placement of shares or promptly upon the issue or placement of shares in an Equity Fundraising which would give rise to the Participation Right which notice shall set out:

(1) the total number of each class and series of Equity Securities outstanding as at the date of the Notice of Intention;
(2) the number of each type, class and series of Equity Securities to be offered in such Equity Fundraising, and the rights, privileges, restrictions, terms and conditions of each such type, class and series;
(3) the price (on a per security basis) payable for the new Equity Securities which Orion is entitled to purchase pursuant to the Participation Right;

(4) the closing date for such Equity Fundraising; and
(5) any other material terms of such Equity Fundraising, to the extent known;

(B) Orion will notify the Company in writing (the "Confirmation Notice") within ten Business Days after the receipt of the Notice of Intention if it wishes to exercise its Participation Right;
(C) if Orion exercises its Participation Right, subject to the receipt of any required regulatory approvals (including of AIM, TSX or any other stock exchange on which the Company's securities are listed), which approvals the Company will use its commercially reasonable efforts to promptly obtain, the completion of the subscription by Orion for new Equity Securities will occur on the date indicated by Orion in the Confirmation Notice, but in any event, no more than 30 days from the later of the (i) Confirmation Notice, and (ii) the closing of the issuance of Equity Securities to the other subscribers in the Equity Fundraising (unless otherwise agreed by the Company and Orion);
(D) if the Company does not receive a Confirmation Notice (or subsequent legally binding confirmation) within the relevant periods prescribed in this clause 15, then (but without prejudicing its right to participate in priority to others in any future Equity Fundraising) Orion will be deemed to have waived its right to subscribe for the additional Equity Securities which are to be issued pursuant to the proposed Equity Fundraising under this clause 15.

15.3 Any issue of Equity Securities to Orion shall be made as soon as reasonably practicable in accordance with the terms notified to Orion and will be subject to any requisite shareholder and regulatory approvals as may be necessary for the Company from time to time to obtain and which the Company will use reasonable commercial endeavours to obtain as promptly as practicable and any other Laws and/or regulations or the rules of any applicable stock exchange and to the extent that any opinion, consent, approval and/or report is required in order to comply with the AIM Rules, Applicable Canadian Securities Laws and any Law, then the Company shall, at its own cost, take such steps, publish such documents and provide such information as may be required and use reasonable commercial endeavours to seek such consent, approval and/or report as soon as reasonably practicable.
15.4 The Company agrees that it will not issue any Equity Securities to any person unless it has the requisite authorities to issue Equity Securities to Orion in the event Orion exercises its rights under clause 15.1.
15.5 Orion acknowledges that the information it may receive pursuant to this clause 15 will only be provided pursuant to the provisions of MAR, Applicable Securities Laws and other Laws and regulations and that such information may constitute "inside information" for the purposes of MAR. If Orion does not consent to receiving such information in accordance with MAR then it will be deemed to have waived its right to subscribe for the additional Equity Securities under this clause 15. As at the date of this Agreement, Orion does consent to receiving such information in accordance with MAR (and the Company may, without making further enquiry, rely on such consent following the date of this Agreement unless otherwise notified in writing by Orion). Orion agrees that the information it receives will be treated as confidential and, to the extent such information constitutes 'inside information' for the purposes of MAR, it will not trade or otherwise effect any transactions in the Company's securities to which the information relates other than pursuant to the offer made pursuant to this clause 15, until the information ceases to be "inside information" for the purposes of MAR.

16. Orion Director

16.1 For so long as the Orion Interest is no less than ten per cent (10%), it shall, subject to this clause 16, be entitled nominate one Director (the "Orion Director") for appointment to the Board. Any such nomination shall be made by giving notice in writing to the Company (copied to the Nomad) (a "Director Nomination Notice").

16.2 At any time following Admission, in the event that the Orion Interest is less than ten per cent (10%) (the "Relevant Date") and remains at less than ten per cent (10%) for a period of 60 days or more after such Relevant Date, Orion shall no longer have the right to nominate any Director to the Board and Orion shall (unless otherwise agreed with the Company in writing) procure the removal of any Orion Director in such circumstances in accordance with clause 16.6.

16.3 Where Orion is entitled to nominate an Orion Director, Orion shall nominate an Orion Director who is an individual who consents in writing to act as a Director, is not disqualified from acting as a Director under any Applicable Securities Law and would not otherwise reasonably be considered to be unsuitable to act as a Director. If the appointment of the Orion Director to the Board is objected to by the Nomad or any regulatory authority having legitimate jurisdiction over such appointment, including the TSX, the Company and Orion will consult with each other in good faith concerning such objection or prohibition and the Company and Orion will use reasonable commercial endeavours to obtain the required clearance(s) for the appointment of such Orion Director. Orion agrees to procure the removal of any Orion Director in accordance with clause 16.6 if such person subsequently becomes disqualified from acting as a Director, otherwise unsuitable to act as a Director or if the Nomad or any regulatory authority, including the TSX, objects to the continued nomination of such Director.

16.4 Orion will not nominate any individual who has previously failed to be elected or re-elected (as the case may be) as an Orion Director at a general meeting of the Company, or whose appointment has been objected to by the Nomad or any regulatory authority, including the TSX.

16.5 Orion may require the removal of the Orion Director and appoint another person in such Orion Director's place by giving notice in writing to the Company and the Director being removed (copied to the Nomad) (a "Director Removal Notice").

16.6 In the case of removal of the Orion Director by Orion, Orion shall procure written resignation by the outgoing Orion Director of his or her appointment to Board forthwith or, if a date for such person's removal is specified in the notification to the Company, on that date. Orion shall procure that Orion Director shall not seek compensation for loss of office and shall waive all claims that he or she may have against the Company on cessation of his or her appointment as Director provided that nothing in this clause 16.6 shall prejudice any right of indemnity or insurance made available to such Orion Director by the Company and the Company agrees to provide the Orion Director with equivalent indemnification and access to its D&O insurance (at the Company's expense) as is provided to the other Directors. Orion shall indemnify and keep indemnified the Company against any claim connected with the appointment of any Orion Director or the removal of any Orion Director from office.

16.7 The Company and Orion agree and acknowledge that:

(A) Orion shall consult with the Company and the Nomad before issuing a Director Nomination Notice or a Director Removal Notice;

(B) the nomination by Orion of an individual to act as an Orion Director will be subject to the Nomad, in accordance with the AIM Rules for Companies and the AIM Rules for

Nominated Advisers and the TSX, in accordance with the TSX Company Manual, as applicable, being satisfied with the fitness and propriety of such individual to act as the Orion Director;

(C) any appointment of the Orion Director will be subject to approval, re-election and retirement under the terms of the Articles and any corporate governance regime to which the Company adheres (for the avoidance of doubt, save as provided in clause 16.4, the Company's Shareholders not approving the re-appointment or re-election of a Orion Director shall not impact on Orion's right to appoint a Orion Director under this clause 16);

(D) the Orion Director shall be subject to the directors' duties as set out in the Companies Act, as well as other English common law fiduciary duties;

(E) the Orion Director will not be considered to be independent for the purposes of the UK Corporate Governance Code, the QCA Code or Applicable Canadian Securities Laws;

(F) any appointment will be reflected in a letter of appointment to be entered into between the Company and the Orion Director in a form acceptable to the Company and Orion (acting reasonably); and

(G) the Orion Director will be entitled to receive remuneration determined based on fair market remuneration and the Company's remuneration policy for other non-executive Directors.

16.8 Where any Orion Director is required to retire and seek re-election pursuant to the Articles or any corporate governance regime to which the Company adheres and provided that the relevant Orion Director:

(A) is eligible to seek re-election under the Articles or any corporate governance regime to which the Company adheres; and

(B) meets the criteria described in clauses 16.3 and 16.7(B),

the Company shall procure that the relevant Orion Director is recommended for re-election, unless Orion gives written notice to the Company prior to the publication of the Company's shareholder circular for its annual general meeting that it does not wish to nominate such Orion Director for re-election.

16.9 Following receipt of a Director Nomination Notice or a Director Removal Notice and subject to receipt of the approval of the Nomad in accordance with clause 16.7, the Company shall seek to procure such appointment or removal of the Orion Director in accordance with and subject to the Articles and Laws.

Company Information

17.1 Subject as otherwise expressly provided in this Agreement, Orion agrees with the Company that it shall procure that any Confidential Information relating to the Company or any member of its Group which is received from the Company by Orion or on its behalf (including by any Orion Director) shall be:

(A) used by Orion solely for the purpose, and as required for, the monitoring of Orion's investment in the Company, and the lawful exercise of Orion's rights as a shareholder in the Company and/or pursuant to this Agreement, and (without prejudice to the foregoing) not used for any unlawful purpose; and

(B) treated as confidential by Orion, and only disclosed to agents or advisers of Orion where such disclosure is reasonably necessary for such purpose.

17.2 Orion acknowledges to the Company that certain information disclosed to the Orion Director and/or otherwise disclosed under this Agreement may be "inside information" for the purposes of the AIM Rules, Applicable Canadian Securities Laws and/or MAR and/or unpublished price sensitive information for the purposes of Part V of the Criminal Justice Act 1993 of the UK (each, "Restricted Information") and therefore it shall not (and shall use all reasonable endeavours to procure that the other members of the Orion Group, and other persons to whom Orion shall, in accordance with the terms of this Agreement, have disclosed such information, shall not) deal, or encourage others to deal, in any securities of the Company (or any related financial instruments) in a manner contrary to applicable laws and shall not otherwise use or disclose the Restricted Information for any unlawful purpose and it shall comply with the requirements of any applicable laws, rules and regulations in relation to dealing in any of the Company's securities or related financial instruments.

17.3 Orion undertakes to comply, and procure that any member of the Orion Group complies, with the provisions of the Disclosure Guidance and Transparency Rules (or equivalent provisions in the Articles) insofar as they apply to any Equity Securities held by it.

18. Undertakings

18.1 Orion shall ensure that, and shall use its reasonable endeavours to procure that its Affiliates and Associates shall ensure that: no member of the Orion Group shall take any action that would prevent the Company from complying with its obligations under Applicable Securities Laws; and

18.2 No member of the Orion Group shall propose or procure the proposal of a shareholder resolution of the shareholders of Company which would circumvent the proper application of the AIM Rules and Applicable Canadian Securities Laws.

19. Overriding obligations

If there is a conflict between the terms of this Agreement and those of the Articles, the terms of this Agreement shall prevail but not so as to amend the Articles.

20. Termination

20.1 At any time following Admission, in the event that the Orion Interest is less than ten per cent (10%) of the entire issued share capital of the Company (the "Relevant Date") and remains at less than ten per cent (10%) for a period of 60 days or more after such Relevant Date, this Agreement shall terminate and shall cease to have effect and, subject to clause 18.2, neither Party shall have any claim against the other Party for any costs, damages, compensation or otherwise.

20.2 Termination pursuant to clause 7.8 or 20.1 shall be without prejudice to:

(A) any accrued rights or obligations under this Agreement including those arising by reason of any antecedent breach of this Agreement; and

(B) the provisions of clauses 1 (Definitions and Interpretation), 17 (Company Information), 19 (Overriding Obligations), 21 (Further Assurance), 22 (Nature of Agreement), 23 (Notices), 25 (General), 26 (Rights of Third Parties), 27 (Process Agent and Waiver of Immunity), 28 (Costs and Expenses) 30 (Announcements) and 31 (Governing Law and Jurisdiction),

all of which shall survive such termination.

21. Further assurance

21.1 Each party shall at its own expense, promptly do and execute, or arrange for the doing and executing of, each act, document and thing reasonably within its power necessary to implement this Agreement.

21.2 If, at any time prior to the conversion of the Convertible Loan Notes, the parties determine that conversion of the Convertible Loan Notes would require Orion to make an offer for the Ordinary Shares pursuant to Rule 9 of the Takeover Code, the parties shall cooperate in good faith and the Company shall provide (to the extent permitted by the Panel pursuant to the Takeover Code) such assistance as Orion may reasonably require in order to procure a resolution by the applicable independent Shareholders to waive such obligation and to procure the consequent waiver by the Takeover Panel of the obligation.

22. Nature of Agreement

22.1 The rights set out in this Agreement which are applicable to Orion are personal to Orion and Orion may not assign or dispose of any of its rights or obligations hereunder, or subcontract or otherwise delegate any of its obligations under this Agreement without the Company's prior written consent.

22.2 Orion will be entitled to assign its rights under this Agreement to another member of the Orion Group which has entered into a deed to the bound by the provisions of this Agreement as if a party to this Agreement, and provided that if such person leaves the Orion Group it will assign its rights to another member of the Orion Group.

23. Notices

23.1 Any notice or other communication to be given under this Agreement shall be in writing and will be served by delivering it personally or sending it by pre-paid recorded delivery or registered post or by email to the address and for the attention of the relevant party as noted in clause 23.3 (or as otherwise notified by that party). Any notice will be deemed to have been received:

(A) if delivered personally, at the time of delivery;

(B) in the case of pre-paid recorded delivery or registered post, 48 hours from the date of posting;

(D) in the case of email, at the time of transmission.

23.2 If deemed receipt occurs before 9am on a Business Day the notice is deemed to have been received at 9am on that day and if deemed receipt occurs after 5pm, the notice is deemed to have been received at 9am on the next Business Day.

23.3 The relevant addressee, address and email of each party for the purposes of this Agreement, subject to clause 23.4 are:

Name of Party	Address
Company:	Rex House, 4-12 Regent Street, London SW1Y 4RG
Attn: Simon Retter / Jeremy Martin
Email address:
[Redacted - Confidential Information]
	With copy to:
Jon Perry and Martin McCann
Email address:
[Redacted - Confidential Information]
Orion:	General Counsel
Email address:
[Redacted - Confidential Information]
With copies to:
Iain Duncan and Isabella Roberts
Email addresses:
[Redacted - Confidential Information]
[Redacted - Confidential Information]

23.4 A party shall notify the other of a change to its name, relevant addressee, address, facsimile number or email address for the purposes of clause 23.1. Such notification shall only be effective on:

(A) the date specified in the notification as the date on which the change is to take place; or
(B) if no date is specified or the date specified is less than five Business Days after the date on which notice is given, the date falling five Business Days after notice of any such change has been given.

23.5 This clause 23 does not apply to the service of any proceedings or other documents in any legal action.

24. Counterparts

24.1 This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

24.2 Transmission of an executed counterpart of this Agreement (but for the avoidance of doubt not just a signature page) by email (in PDF, JPEG or other agreed format) shall take effect as delivery of an executed counterpart of this Agreement. If this method of delivery is adopted, without prejudice to the validity of the agreement thus made, each party shall provide the other with the original of such counterpart as soon as reasonably possible thereafter.

24.3 No counterpart shall be effective until each party has executed and delivered at least one counterpart.

25. General

25.1 This Agreement and any document referred to in this Agreement constitutes the entire Agreement, and supersedes any previous agreements, between the parties relating to the subject matter of this Agreement.

25.2 A variation of this Agreement is valid only if it is in writing and signed by or on behalf of each party.

25.3 A failure to exercise or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents further exercise of that right or remedy or the exercise of another right or remedy.

25.4 No provision of this Agreement creates a partnership between the parties or makes a party the agent of the other party for any purpose. A party has no authority or power to bind, to contract in the name of, or to create a liability for, the other party in any way or for any purpose.

25.5 If at any time any provision of this Agreement (or any part of a provision of this Agreement) is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction that shall not affect or impair the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement (including the remainder of a provision, where only part thereof is or has become illegal, invalid or unenforceable).

25.6 Any liability to any party under the provisions of this Agreement may in whole or in part be released, varied, compounded or compromised by such party in its absolute discretion as regards any party under such liability without in any way prejudicing or affecting its rights against any other party under the same or a like liability whether joint and several or otherwise.

26. Rights of third parties

26.1 Save as provided in clause 26.2, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

26.2 The parties agree that certain provisions of this Agreement confer a benefit on their respective Group, and that such provisions are intended to benefit, and be enforceable by, such Group members in their own right under the Contracts (Rights of Third Parties) Act 1999. Notwithstanding the foregoing, under no circumstances shall any consent be required from any such Group member for the termination, rescission, amendment or variation of this Agreement, whether or not such termination, rescission, amendment or variation affects or extinguishes any such benefit or right.

27. Process agent and waiver of immunity

27.1 Orion hereby irrevocably authorises and appoints Orion Resource Partners (UK) LLP, a limited liability company incorporated under the laws of England & Wales with registered number OC404376 whose registered office is at Fourth Floor, 33 Welbeck Street, London, England, W1G 8EX as its authorised agent to accept service of all legal process in England and Wales on its behalf and service on such appointee at this address shall be deemed to be service on Orion.

27.2 Orion agrees that any failure by its process agent to notify it of the legal process shall not invalidate the proceedings concerned. Nothing contained in this clause 27.2 affects the right to serve process in another manner permitted by Law.

27.3 Orion agrees that to the extent that they may in any proceedings in any jurisdiction arising out of or in connection with this Agreement or in any proceedings in any jurisdiction taken for the enforcement of any determination, decision, order or award made in such proceedings claim for itself or its assets, properties or revenues any immunity, sovereign or otherwise, from suit or other legal process including, without limitation, arbitration proceedings and all forms of execution, attachment or enforcement or to the extent that in any such proceedings there may be attributed to itself or its assets, properties or revenues any such immunity (whether or not claimed), Orion hereby irrevocably waives and agrees not to plead or claim any such immunity in relation to any such proceedings.

28. Costs

Each party shall pay all costs incurred by it in connection with the preparation, negotiation and entry into this Agreement and the documents to be entered into pursuant to it.

29. Confidentiality

29.1 A party shall not disclose Confidential Information except:

(A) if the disclosure is expressly permitted by this Agreement;

(B) to its Representative, or the Representative of an Affiliate, who requires the information for the purposes of or related to this Agreement or transactions contemplated by this Agreement with the prior requirement that they keep the disclosed information confidential in accordance with this clause 29;

(D) with the prior written consent of the party who supplied the Confidential Information (such consent not to be unreasonably withheld or delayed);

(E) if the party, or any of its Affiliates, or any of their respective investors, financiers or partners holding the Confidential Information is required to do so by Law, including by a recognised stock exchange, an Authority or in connection with legal proceedings relating to this Agreement;

(F) to any of its Affiliates with the prior requirement that they keep the disclosed information confidential in accordance with this clause 29;

(G) to its (or any of its Affiliates') investors or debt providers or equity financiers or partners' employees, accountants, auditors, financial advisers with the prior requirement that they keep the disclosed information confidential in accordance with this clause 29;

(H) if disclosure is made on a confidential basis to:

(1) an actual or prospective transferee or assignee of the party's rights and obligations under this Agreement; or

(2) an actual or prospective investor, financier or partner of the party or any of its Affiliates,

and any of their financial or legal advisors; provided each recipient of such Confidential Information agrees to keep the disclosed information confidential in accordance with this clause 29.

29.2 A party disclosing Confidential Information as permitted by this Agreement shall ensure that persons receiving Confidential Information from it do not disclose the Confidential Information except as permitted by this Agreement.

29.3 A Party who has disclosed Confidential Information to a prospective transferee, assignee or financier as provided for by this Agreement shall obtain from that person prior to disclosure an undertaking that, on the request of the disclosing Party, it will immediately deliver or re-deliver to that Party all documents or other materials containing or referring to the Confidential Information in its possession, power or control.

29.4 This clause 29 continues to bind a person notwithstanding that such person ceases to be a party to this Agreement or this Agreement expires or is terminated for any reason, until the period that ends two years after the date of expiry or earlier termination (as applicable) of this Agreement.

Announcements

30.1 The parties acknowledge and agree that the Press Announcement to be issued by the Company and Orion in respect of the execution of this Agreement and the other transactions contemplated by the Araguaia Equity Fundraising shall be in a form mutually agreed to by the parties (acting reasonably) and, subject to clause 30.2, no other material announcement or public statement concerning this Agreement or any ancillary matter shall be made by any party without the prior written approval of the other party.

30.2 Any party may make an announcement concerning this Agreement or any ancillary matter if required by Law; or any securities exchange or regulatory or governmental body to which such party is subject, wherever situated, including (without limitation) the FCA, the AIM team, the London Stock Exchange or the Panel whether or not the requirement has the force of law provided that any such announcement shall be no more extensive than is necessary or appropriate to meet the requirements set out in this clause 30.2 and shall be made, where permissible by Law, only after notification to and consultation with the other parties and having paid due regard to the representations of the other party (where, acting reasonably and in good faith, prior consultation is practicable).

30.3 The restrictions contained in this clause 30 shall continue notwithstanding termination of this Agreement. The restrictions on Orion in this clause 30 shall continue notwithstanding Orion ceasing to be a Shareholder.

31. Governing Law and jurisdiction

31.1 This Agreement and any non-contractual obligation in connection with it is governed by, and shall be construed in accordance with, the laws of England and Wales.

31.2 The courts of England and Wales have exclusive jurisdiction to hear and decide any suit, action or proceedings, and to settle any disputes, which may arise out of or in connection with this Agreement, and, for these purposes, each party irrevocably submits to the jurisdiction of the courts of England and Wales.

SCHEDULE 1 : CONDITIONS

Part A: Conditions to First Completion

The Warranties being true, accurate and not misleading in all material respects immediately prior to First Completion by reference to the facts and circumstances then subsisting.
Admission occurring by 8:00 a.m. on the First Completion Date.
The Shareholder Resolutions having been duly passed.
The Company delivering to Orion the Company's application for the issuance of the Subscription Shares, the Orion Convertible Loan Notes and the Conversion Shares to Orion (or a member of the Orion Group) and the creation of Orion as a new "control person" of the Company and any preconditions to such issuances contained in the conditional approval letter of the TSX being satisfied, including, if applicable, the filing with, and clearance by the TSX, of a personal information form of Orion.
The Company obtaining and delivering to Orion (together with a copy of the Company's application to the London Stock Exchange) the conditional approval of the London Stock Exchange for admission of the Subscription Shares to trading on AIM in accordance with Rule 6 of the AIM Rules on First Completion.
The admission of any existing Ordinary Shares to trading on AIM or TSX not being suspended, cancelled or withdrawn.
The Placing Agreement and the Cornerstone Agreement and other documents relating to the Araguaia Equity Fundraising having become unconditional save for any conditions relating to this Agreement or to Admission, such that the gross proceeds of the Araguaia Equity Fundraising is not less than US$175,000,000.

Part B – Conditions to Second Completion

All conditions precedent to the issuance of the Convertible Loan Notes further to the Instrument having been satisfied, except for any satisfaction of conditions precedent pursuant to this Agreement.
The Common Terms Agreement and the Intercreditor Agreement (each in a form reasonably acceptable to the Company and Orion) having been executed by all parties thereto.
First Completion having occurred.
Delivery of evidence reasonably satisfactory to Orion that the mining concessions pledge agreement, in respect of the Araguaia Mining Rights, that secures the obligations identified in Clause 17.1 of the Araguaia Royalty Agreement has been duly signed, registered with the relevant Registry of Deeds and Documents and lodged with the Brazilian National Mining Agency for annotation of the pledge.
Araguaia MineCo providing evidence reasonably satisfactory to Orion that (i) the Brazilian National Mining Agency (ANM) has granted to Araguaia MineCo a sufficient extension to commence construction of the Araguaia Project, in response to Araguaia MineCo’s requests lodged with the Brazilian National Mining Agency in respect of Mining Rights Nos. 850421/2004, 850514/2004, 850516/2004 and 850517/2004 in April 2021, or (ii) Araguaia has effectively commenced construction of the Araguaia Project before any response by the Brazilian National Mining Agency (ANM) regarding Araguaia MineCo’s requests lodged with the Brazilian National Mining Agency in respect of Mining Rights Nos. 850421/2004, 850514/2004, 850516/2004 and 850517/2004 in April 2021.
The Conditions Precedent set out in Schedule 3 of the Vermelho Royalty Agreement (save for the condition precedent set out at paragraph 7 of Schedule 3) have been satisfied.

SCHEDULE 2: PRE-SECOND COMPLETION OBLIGATIONS

The Company undertakes to Orion that, subject to the fiduciary duties of the Directors and applicable law and regulation, on and from the date of this Agreement until Second Completion, the business of the Company is carried on in the ordinary course, consistent with past practice and in the same manner in which it is being carried on at the date of this Agreement and with a view to promoting the success of the Company.
Except with the prior written consent of Orion (such consent not to be unreasonably withheld or delayed) the Company shall not:

(A) allot or issue, or agree to allot or issue, any securities (except securities it has previously agreed to allot or issue);

(B) declare, make or pay any dividend or other distribution, except those already declared but not yet paid and save for any required by Law (if any);

(C) create, issue, purchase, buy back or redeem any share or loan capital or any securities convertible into share or loan capital (except for those it has previously agreed to); or

(D) agree, conditionally or otherwise, to do any of the foregoing.

Schedule 3 : WARRANTIES

1 Information in the Araguaia Fundraising Documents

(a) All statements of fact in the UK Fundraising Documents and the Canadian Offering Documents are true and accurate in all material respects and not misleading by omission or otherwise, and all expressions of opinion, intention and expectation in the UK Fundraising Documents and the Canadian Offering Documents are truly and honestly held and either fairly based upon facts within the knowledge of the Company or made on reasonable grounds after due and careful consideration, and there are no facts known or which could on reasonable enquiry be known to the Company which are not disclosed in the UK Fundraising Documents or the Canadian Offering Documents or Public Information and which either by their omission would make any statement in the UK Fundraising Documents or the Canadian Offering Documents or Public Information false or misleading or which ought properly to be disclosed to a prospective subscriber for or purchaser of shares in the Company or to a nominated adviser (as defined in the AIM Rules) to the Company.

(b) The UK Fundraising Documents, Canadian Offering Documents, Public Information and the Articles contain all information which the Company considers necessary to enable investors to form a full understanding of the assets and liabilities, financial position, profits and losses and prospects of the Horizonte Group and of the rights attaching to the Issue Shares and the UK Fundraising Documents and Canadian Offering Documents comply in all respects with the requirements of the relevant Applicable Securities Laws. There is no information in the Canadian Offering Documents not disclosed in the Public Information or UK Fundraising Documents which, if made public, would be expected to have a material effect upon the market price of the Ordinary Shares or upon the Company and the Horizonte Group, or which would require it to make a public announcement under the Applicable Securities Laws, the Companies Act or any other applicable law and regulations in the UK.

(c) All statements of fact contained in Public Information were when made, and save to the extent corrected in a subsequent such announcement or in the UK Fundraising Documents and the Canadian Offering Documents remain, true and accurate in all material respects and not misleading and all forecasts and estimates and all statements of opinion, intention and expectation contained in them were made on reasonable grounds after due and proper consideration and having regard to all information then available to the Company, all such forecasts and estimates have either been met or continue to be based on fair and reasonable assumptions after due and proper consideration of all information now known to it and the Company continues to hold the opinions, intentions and expectations expressed in them after due and proper consideration of all information now known to it.

(d) Other than in respect of the terms of the Placing Agreement and the Transactions, the Company is not aware (having made all reasonable enquiries) of any non-public fact or circumstance: (i) that, if made public, would be expected to have a material effect upon the market price of the Ordinary Shares or upon the Company and the Horizonte Group, or (ii) which would require it to make a public announcement under the Applicable Securities Laws, the Companies Act or any other applicable law and regulations. The Company will, to the extent required by, and in accordance with, Applicable Securities Laws, make a public announcement in connection with the Transactions containing all necessary information at the relevant time.

2 Working capital

(a) Having regard to the existing bank facilities available to the Horizonte Group together with the net proceeds of the Araguaia Equity Fundraising and the net proceeds of the issue of

the Convertible Loan Notes, the Horizonte Group has sufficient working capital for its present requirements for a period of 12 months from the Admission Date.

(b) The cash flow and working capital projections prepared by the Company (including, without limitation, in connection with the Project) have been approved by the Directors, prepared on a reasonable basis after due and careful enquiry, and properly compiled, taking into account all matters and sensitivities (including sensitivities with respect to the impact of the coronavirus (COVID-19) pandemic) concerning the Company and other Horizonte Group Companies of which the Company is aware and which the Company reasonably considers to be material in the context of the Horizonte Group. All assumptions on which such projections are based are reasonable and, so far as the Company is aware, there are no other assumptions which ought reasonably to have been taken into account in the preparation of such projections and which could reasonably be expected to have a material effect thereon.

3 Financial Information

(a) The Accounts have been prepared in accordance with all applicable laws and on a proper and consistent basis in accordance with IFRS and have been audited in accordance with applicable standards of standard accountancy practices and all applicable financial standards and give a true and fair view of the financial position and results of operations of the Horizonte Group and profits and cash flow of the Horizonte Group, in each case, on a consolidated basis, for the period ended on the Accounts Date, and comply as to form in all material respects with the applicable accounting requirements of the Applicable Securities Laws, and the related published rules and regulations thereunder, and do not omit to state any material fact that is required by IFRS or by applicable Laws to be stated or reflected therein or which is necessary to make the statements contained therein not misleading, respectively.

(b) The Interim Accounts have been prepared on a basis consistent with the Accounts in accordance with IFRS (except so far as inappropriate in respect of the preparation of interim financial results) and fairly present the financial position and results of operations of the Horizonte Group and profits and cash flow of the Horizonte Group for the period in respect of which they were prepared, and comply as to form in all material respects with the applicable accounting requirements of the Applicable Securities Laws, as applicable, and the related published rules and regulations thereunder, and do not omit to state any material fact that is required by IFRS or by applicable laws to be stated or reflected therein or which is necessary to make the statements contained therein not misleading, respectively.

4 Financial and trading position

(a) Neither the Company nor any other Horizonte Group Company has any liabilities, obligations, indebtedness or commitments, whether accrued, absolute, contingent or otherwise, which are not disclosed or referred to in the Accounts or disclosed in the UK Fundraising Documents, other than liabilities, obligations, indebtedness or commitments incurred in the normal course of business.

(b) Since the Accounts Date and save as fairly disclosed in the UK Fundraising Documents or in an announcement in the Public Information made before the date of this Agreement by Regulatory Information Service:

(i) the business of the Horizonte Group has been carried on in the ordinary and usual course and in the same manner as before that date;

(ii) there has been no Material Adverse Change, nor any development as far as the Company is aware likely to give rise to a Material Adverse Change, in the financial or trading position or prospects of the Horizonte Group;

(iii) no Horizonte Group Company has acquired or disposed of or agreed to acquire or dispose of any business or any material asset or assumed or acquired any liabilities (including contingent liabilities) other than in the ordinary and usual course of business;

(iv) save for the long-term agreements relating to the transmission line with Atlantico, and save for the land access agreements, no Horizonte Group Company has entered into any contracts or commitments of a long-term or unusual nature;

(v) no material contract (including contracts entered into in the ordinary course of business) to which any Horizonte Group Company is a party has been terminated or, which falling due for renewal, has not been renewed, and no Horizonte Group Company has received written notice or otherwise has reason to believe that any such contract will be terminated or not renewed when due for renewal; and

(vi) no Horizonte Group Company has incurred any material liability for Taxation of whatsoever nature otherwise than in the ordinary course of business.

(d) All term loans and overdraft facilities of each Horizonte Group Company are in full force and effect. No event has occurred or is likely to occur which (with the giving of notice or the lapse of time or both, or the making of any relevant determination by any lender) may cause any such loan or any other indebtedness of any Horizonte Group Company to be repayable in whole or in part prior to its stated date of maturity or cause the lender's commitment thereunder to be cancelled or reduced or permit the lender to require security therefore. All undrawn amounts under such facilities are capable of drawdown and all conditions precedent to such drawdown have been met or can be met by the Horizonte Group. There is nothing known to the Company which might give cause to believe that repayment might be demanded under such facilities or that any undrawn amount thereof might not be available for drawing.

(e) The Directors have established procedures which provide a reasonable basis for them to make proper judgements on an ongoing basis as to the financial position and prospects of the Company and the Horizonte Group.

(f) The Horizonte Group maintains a system of accounting controls sufficient to provide reasonable assurance that:

(i) transactions are executed in accordance with management's general or specific authorisations; and

(ii) transactions are recorded as necessary to permit preparation of returns and reports, complete and accurate in all material respects, to regulatory bodies as and when required by them and financial statements in accordance with the IFRS;

(iii) access to assets is permitted only in accordance with management's general or specific authorisations; and

(iv) the position regarding material assets as recorded in the accounting records is compared with the physical material assets at reasonable intervals and appropriate action is taken with respect to any differences.

(g) The Horizonte Group keeps records and accounts which accurately and fairly reflect in reasonable detail (as required by Law) its transactions, assets and liabilities.

(h) The Directors have established procedures which enable the Company to comply with the AIM Rules, MAR, the Disclosure Guidance and Transparency Rules and the QCA Code on an ongoing basis.

5 The Business

(a) The Horizonte Group carries insurance cover at the levels and for the risks normally insured against by persons carrying on the same or similar business as that carried on by the Horizonte Group and, so far as the Company is aware, there are no circumstances which could render any of such insurances void or voidable and there is no material insurance claim made or outstanding by or against any Horizonte Group Company or, so far as the Company is aware, pending or threatened, and all due premiums in respect thereof have been paid.

(b) All licences, consents, permits, rights, other permissions and approvals and arrangements required for carrying on the businesses now carried on by the Horizonte Group have been obtained or are in place and are in full force and effect and, so far as the Company is aware, there are no circumstances which indicate that any such licence, consent, permission, approval or arrangement may be revoked or incapable of renewal, in whole or in part.

(c) All Mining Operations and all exploration activities in respect of the Mining Rights and the Prospecting Rights have been conducted in accordance with Good Mining Practice and all workers' compensation and health and safety regulations applicable to the Mining Operations have been complied with in all material respects.

(d) The Company:

(i) has implemented an Environmental and Social Action Plan to ensure compliance with the IFC Performance Standards;

(ii) is in compliance with all applicable IFC Performance Standards;

(iii) uses reasonable commercial endeavours to follow ESG Guidelines; and

(iv) has carried out periodic audits to analyse and report on its compliance with the IFC Performance Standards and adherence to ESG Guidelines.

6 Disclosure

Other than in respect of the terms of the Placing Agreement, the Transactions, this Agreement and the transactions contemplated therein, there is no information relating to the Horizonte Group which the Company is required to publish under the Applicable Securities Laws, MAR, the Disclosure Guidance and Transparency Rules, the AIM Rules and/or the TSX Company Manual and which has not been released via a Regulatory Information Service whether to correct a misleading impression or otherwise to avoid behaviour which would constitute market abuse and which has not been published.

7 Canadian Base Shelf Prospectus and Canadian Prospectus Supplement

All statements in the Investor Presentation and the Canadian Base Shelf Prospectus and Canadian Prospectus Supplement filed in connection with the Canadian Offering are true and accurate in all material respects and are not misleading and all forecasts, estimates,

valuations and expressions of opinion, intention and expectation in the Investor Presentation and the Canadian Base Shelf Prospectus and Canadian Prospectus Supplement are truly and honestly held and are either fairly based upon facts within the knowledge of the Company or made on reasonable grounds and after due and careful enquiry of, and consideration by, the Directors and there are no facts known to the Company which are not disclosed in the Investor Presentation and the Canadian Base Shelf Prospectus and Canadian Prospectus Supplement and which by their omission would make any statement in such Investor Presentation or Canadian Base Shelf Prospectus and Canadian Prospectus Supplement false or misleading and there is no information contained in the Investor Presentation or the Canadian Base Shelf Prospectus and Canadian Prospectus Supplement which is Restricted Information in the context of the Transactions and which is not contained in the Placing Announcement.

8 Mining Rights

(a) The Mining Rights are accurately set forth in the Brazilian Legal Opinion and the Public Information are valid, exclusive, subsisting and enforceable by the relevant Horizonte Group Companies and shall continue in full force and effect until the date specified in the Brazilian Legal Opinion and the Public Information and all conditions applicable to such rights, have been complied with in all material respects.

(b) The Mining Rights were executed and have been registered or application for registration has been made in accordance with the laws of Brazil (including, without limitation, the Mining Code) and so far as the Company is aware, fully comply with the laws of Brazil (including, without limitation, the Mining Code).

(c) There are no outstanding obligations under any of the Mining Rights which may have caused or may cause a material negative consequence for the status of the Mining Rights or for any of the Horizonte Group Companies, (other than obligations which are imposed under Brazilian law on all holders of mining rights) and no Horizonte Group Company has received any notice from any government body with regard to any actual or potential violations or outstanding obligations under any of the Mining Rights save in respect of the matters referred to in paragraphs 61 and 62 of the Brazilian Legal Opinion.

(d) So far as the Company is aware, no event has occurred and is subsisting or, is about to occur which constitutes or would constitute a material default under, or result in the acceleration by reason of default of, any material obligations under any of the Mining Rights or which constitutes or would constitute a Termination Event.

(e) The terms of all of the Mining Rights have been fully complied with by the Horizonte Group in all material respects and all payments due from any Horizonte Group Company under or in respect of any of the Mining Rights have been paid in full or will be paid in full within the prescribed time.

(f) The Company is not aware of any pending or threatened action, suit, claim or proceeding against the Company or any Horizonte Group Company before any court, governmental or administrative agency or body or arbitrator or any likely cause of any such action, suit, claim or proceeding which, if successful, would limit or suspend in any material way or revoke, cancel or cause not to be renewed the Mining Rights in any way which would result in a Material Adverse Change.

(g) The "Vale dos Sonhos" mining rights as described in the Brazilian Legal Opinion only affect an area in Brazil which the Company currently intends to mine in year 8/9 of the Company's mine plan.

9 Prospecting Rights

(a) Each of the Prospecting Rights is valid, exclusive, subsisting and enforceable by the Horizonte Group Companies and shall continue in full force and effect until the date specified in the relevant Prospecting Right and all conditions applicable to each of the Prospecting Rights have been complied with in all material respects.

(b) Each of the Prospecting Rights was executed and have been registered or application for registration has been made in accordance with the laws of Brazil (including, without limitation, the Mining Code) and so far as the Company is aware, fully comply with the laws of Brazil (including, without limitation, the Mining Code).

(c) There are no outstanding obligations under any of the Prospecting Rights which may have caused or may cause a material negative consequences for the status of any of the Prospecting Rights or for any of the Horizonte Group Companies (other than obligations which are imposed under Brazilian law on all holders of prospecting rights) and no Horizonte Group Company has received any notice from any government body with regard to any actual or potential violations or outstanding obligations under any of the Prospecting Rights.

(d) So far as the Company is aware, no event has occurred and is subsisting or, to the best of the Directors' knowledge, is about to occur which constitutes or would constitute a material default under, or result in the acceleration by reason of default of, any material obligations under any of the Prospecting Rights or which constitutes or would constitute a Termination Event.

(e) The terms of each of the Prospecting Rights have been fully complied with by the Horizonte Group in all material respects and all payments due from any Horizonte Group Company under or in respect of each of the Prospecting Rights have been paid in full.

(f) The Company is not aware of any pending or threatened action, suit, claim or proceeding against the Company or any Horizonte Group Company before any court, governmental or administrative agency or body or arbitrator or any likely cause of any such action, suit, claim or proceeding which, if successful, would limit, revoke, cancel, suspend or cause not to be renewed any Prospecting Right in any way which would result in a Material Adverse Change.

(g) In respect of Prospecting Rights that are due to expire within the next 12 months, the Company will make all reasonable efforts to renew or make new applications for such tenements as it considers reasonably necessary to maintain the value and benefit of its exploration holdings.

10 Scientific and Technical Information

(a) The Company is in compliance with the provisions of NI 43-101 in all material respects and has filed all technical reports in respect of the Vermelho Project and the Project required thereby, which technical reports remain current as at the date hereof.

(b) The Company made available to the authors of all technical reports, prior to the issuance thereof, for the purpose of preparing such reports, all information requested by them and none of such information contained any misrepresentation at the time such information was provided.

(c) The information set forth in the Public Information relating to scientific and technical information, including the mineral resource estimates for the Vermelho Project and the Project have been prepared in material compliance with NI 43-101.

(d) The method of estimating the mineral resources has been verified by mining experts who are "qualified persons" (within the meaning of NI 43-101), all material assumptions underlying the mineral resource estimates are reasonable and appropriate, the information upon which the estimates of mineral resources were based, was, at the time of delivery thereof, complete and accurate in all material respects and there have been no material changes to such information since the date of delivery or preparation thereof.

11 Surface Rights

(a) So far as the Company is aware, there are no surface title rights, surface occupancy rights or mining titles which might materially impair the Horizonte Group's utilisation of its property, rights and interests under the Mining Rights other than owned by private landowners.

(b) The Horizonte Group expects to receive and, if necessary, to judicially enforce all material wayleaves, easements, rights of way and other similar surface rights necessary to allow the Horizonte Group's full enjoyment of all rights and interests under the Mining Rights as and when such material wayleaves, easements, rights of way and other similar surface rights are required.

(c) Araguaia MineCo has obtained all land rights (including, to the extent required, rights in respect of access roads and other rights of way) that are required for Araguaia MineCo to construct, and operate for at least the first seven years of mining and processing operations as currently envisaged, the Project in accordance with the mine plan approved by the relevant Authorities in respect of the Project, save for certain portions of land on which ancillary infrastructure is intended to be constructed, where such infrastructure could be constructed without additional material cost on land for which rights are held by Araguaia MineCo.

12 Assets

(a) The Company and each Horizonte Group Company have good and marketable title to all real property and all material personal property necessary to conduct the business now operated by them, in each case, save as disclosed in the Placing Announcement and/or the Public Information free and clear of all liens, encumbrances and defects and any real property and buildings held under lease or licence by the Company and each Horizonte Group Company are held by them under valid, subsisting and enforceable leases or licences with such exceptions as are not material and do not materially interfere with the use made and proposed to be made of such property and buildings by the Company and each Horizonte Group Company.

(b) The Company and each Horizonte Group Company (i) own or have the right to use all material personal property necessary to conduct the business now operated by them. And (ii) have the rights to access and use any real property and buildings held under lease or licence by the Company and each Horizonte Group Company are held by them under valid, subsisting and enforceable leases or licences with such exceptions as are not material and do not materially interfere with the use made and proposed to be made of such property and buildings by the Company and each Horizonte Group Company.

13 Contracts and arrangements

(a) The Offtake Agreement is valid, subsisting, in good standing and in full force and effect, enforceable in accordance with the terms thereof.

(b) All of the material contracts and commitments (written or oral), instruments, surety bonds, leases and other arrangements to which any Horizonte Group Company is a party or otherwise bound are valid, subsisting, in good standing and in full force and effect, enforceable in accordance with the terms thereof.

(c) The Company has provided to Orion true, complete and accurate copies of the Placing Agreement, the Cornerstone Agreement and the Credit Term Sheet.

(d) The Company is not aware of the invalidity of or grounds for rescission, avoidance or repudiation of any agreement including, without limitation, the Offtake Agreement or other transaction to which any Horizonte Group Company is a party and which is material to the business and/or financial position of any Horizonte Group Company, and no Horizonte Group Company has received written notice or otherwise has reason to believe there is any intention to terminate any such agreement or repudiate or disclaim any such transaction.

(e) No event has occurred, is subsisting or, so far as the Company is aware, is about to occur which constitutes or would constitute a default, or result in the acceleration by reason of default, of any obligation under any agreement, undertaking, instrument or arrangement including, without limitation, the Offtake Agreement to which any Horizonte Group Company is a party or by which any Horizonte Group Company or any of its properties, revenues or assets are bound which would, or might reasonably in any such case, have a material adverse effect on the business, assets, financial or trading position or prospects of any Horizonte Group Company or the Horizonte Group (taken as a whole).

(f) No Horizonte Group Company is in any way liable (including on a contingent basis) in respect of the obligations or activities of any other company or person whatsoever (other than another Horizonte Group Company).

14 Taxation

(a) Each Horizonte Group Company has duly within any applicable time limit made all returns and computations, given all notices and supplied all other material information required by law to be supplied to any Tax Authority and all such information was when given and remains true and accurate and was made on a proper basis and there are no outstanding Taxation matters which are or, so far as the Company is aware, are likely to become the subject of dispute with any Tax Authority and which would or might be material to the Horizonte Group.

(b) No Horizonte Group Company has received any written assessment or other notification from any Tax Authority to the effect that such company has incurred any liability in respect of any Taxation in respect of the period since the Accounts Date, other than any such liabilities arising in the ordinary course of business of the relevant Horizonte Group Company since that date and, so far as the Company is aware, no such liability (other than as aforesaid) has been incurred by any Horizonte Group Company in each case as would or might reasonably have a material adverse effect on the financial position of any Horizonte Group Company or the Group (taken as a whole).

(c) Each Horizonte Group Company has duly paid all Taxation for which a liability and the due date for payment of such liability has arisen.

15 Corporate Criminal Offence

(a) The Company has in place (and has had in place at all times since 30 September 2017) such prevention procedures (as defined in sections 45(3) and 46(4) of the CFA 2017) as are proportionate to its business risk and are in line with any guidance published from time to time pursuant to section 47 of CFA 2017.

(b) Neither the Company, nor any person acting in the capacity of a person associated with the Company, is or has been the subject of any investigation, inquiry or enforcement proceedings regarding any offence or alleged offence under Part 3 of the CFA 2017, and no such investigation, inquiry or enforcement proceedings have been threatened or are pending and, so far as the Company is aware, there are no circumstances likely to give rise to any such investigation, inquiry or proceedings.

16 Litigation

(a) Save to the extent fairly disclosed in the UK Fundraising Documents or in an announcement in the Public Information made before the date of this Agreement by Regulatory Information Service or in the Brazilian Legal Opinion:

(i) no Horizonte Group Company is engaged in any litigation, arbitration, prosecution, governmental proceedings or other legal proceedings;

(ii) no such proceeding is pending or threatened against any Horizonte Group Company; and

(iii) there is no claim against any Horizonte Group Company nor, to the best of knowledge, information and belief of the Company, is there any fact likely to give rise to such a claim,

which in any such case may have or has had in the 12 months preceding the date hereof a material effect in each case on the financial or trading position or prospects of any Horizonte Group Company or the Group (taken as a whole).

17 Insolvency and judgments

(a) Save in connection with any solvent reorganisations, no Horizonte Group Company has taken any action, nor have any other steps been taken or legal proceedings started or threatened against any Horizonte Group Company for its administration, winding-up, provisional winding-up or dissolution, or for any Horizonte Group Company to enter into any arrangement or composition for the benefit of creditors, or for the appointment of a receiver, administrator, administrative receiver, provisional liquidator, trustee or similar officer of any Horizonte Group Company or its respective interests, properties, revenues or assets. There is no unfulfilled or unsatisfied judgment or court order outstanding against any Horizonte Group Company.

(b) No Horizonte Group Company is insolvent or unable to pay its debts within the meaning of section 123 Insolvency Act 1986 (as amended).

18 Share capital

(a) All sums due in respect of the issued share capital of each Horizonte Group Company have been paid to and received by such Horizonte Group Company, except for an outstanding amount of BRL 20,000,000 to be paid up on the share capital of Araguaia Niquel Metais LTDA by a Horizonte Group Company prior to March 20, 2022, and save as set out in the UK Fundraising Documents or in an announcement made before the date of this Agreement by Regulatory Information Service there are in force no options or other agreements which require or may require, or confer any right to require, the issue of any shares or other securities of any Horizonte Group Company now or at any time hereafter. None of the owners or holders of any of the share capital of any Horizonte Group Company has any rights, in his capacity as such, in relation to the Horizonte Group other than as set out in the articles of association or constitution of such Horizonte Group Company. Compliance has been made with all legal requirements in connection with the formation of the Company and all issues and grants of shares, debentures, notes,

mortgages or other securities of the Company and of its subsidiaries. The Company has applied for the Subscription Shares to be admitted to CREST and the Articles permit such shares to be held in uncertificated form.

(b) The Issue Shares will, upon allotment, be free from all claims, charges, liens, encumbrances and equities and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the Admission Date.

(c) Subject to the approval of the Resolutions at the General Meeting, the Company has, or will have, power and authority to allot and issue the Issue Shares and to effect the Transactions in the manner proposed and to enter into and perform this Agreement and all arrangements relating to the Transactions without any further authorisation, sanction or consent by members of the Company or any class of them or any other person and, subject as aforesaid, there is no authorisation, approval, consent or licence required by the Company for the Transactions which has not been unconditionally and irrevocably obtained and remains and will at all times remain in full force and effect.

(d) Neither the creation and issue of the Subscription Shares, the Conversion Shares nor the performance of this Agreement or any of the Transactions by the Company will infringe any borrowing limits, or any power, restrictions, or term of any contract, debenture, security, obligation, commitment or arrangement of any Horizonte Group Company or any of its properties, revenues or assets.

19 Intellectual property

Each Horizonte Group Company has taken all steps reasonably necessary to protect all Intellectual property rights currently used by each Horizonte Group Company which are material to its business which are, or could through registration or the taking of any other commercially reasonable steps, become its property and there are no facts or circumstances known to any Horizonte Group Company which would preclude any Horizonte Group Company from registering any of the registerable Intellectual property rights currently in use by it, and which are not licensed from a third party, agreements under which each Horizonte Group Company is authorised to use any such Intellectual property rights which are material to its business are in full force and effect and all fees and royalties due have been paid and no event has occurred or is about to occur which would or might reasonably be expected to entitle any third party to terminate those agreements prematurely nor, so far as any Horizonte Group Company is aware, has there been any infringement by any Horizonte Group Company of Intellectual property rights held by third parties. For the purposes of this paragraph, "Intellectual property rights" shall mean registered designs, trademarks and service marks (whether registered or not), trade names, copyright, design right and all similar property rights including those subsisting (in any part of the world) in designs, drawings, computer programmes, confidential information, business names, goodwill and the style of presentation of goods or services and any applications for their protection.

20 Corporate capacity

(a) The Company has been duly incorporated and is validly existing as a public limited company under the laws of England and Wales.

(b) Each Horizonte Group Company has been duly incorporated and validly exists as a body corporate under the laws of its jurisdiction of incorporation.

(c) The Company and each Horizonte Group Company has the right, power and authority to carry on its activities in the ordinary and usual course of its business, and to own its

properties and assets and conduct its business as described in the Araguaia Fundraising Documents.

(d) Save as otherwise provided for in this Agreement, the Company and the Directors have power, under the Articles or pursuant to resolutions duly passed in general meeting, to allot and issue the Issue Shares in accordance with the transactions contemplated by this Agreement and to enter into, perform all the obligations and complete all the arrangements contemplated by this Agreement and the Araguaia Fundraising Documents in accordance with their terms without any further sanction or consent by members of the Company or any class of them, and all other authorisations, approvals, consents and licences required for the entering into of this Agreement the Araguaia Fundraising Documents have been obtained and remain in full force and effect.

(e) The execution and performance by the Company of its obligations under this Agreement, the Araguaia Fundraising Documents, the publication and distribution of the UK Fundraising Documents and the Canadian Offering Documents, the issue of the Subscription Shares in accordance with this Agreement and the granting of permission to admit the Subscription Shares to trading on AIM will comply in all respects with the Companies Act, the Applicable Securities Laws, FSMA, the Financial Services Act, the Disclosure Guidance and Transparency Rules (to the extent applicable) and the disclosure requirements, the AIM Rules and all other relevant laws and regulations and all agreements to which each Horizonte Group Company is a party or by which it is bound and will not exceed or infringe any restrictions or the terms of any contract, obligation or commitment by or binding upon any such company's boards of Directors, or result in the imposition or variation of any rights or obligations on any such company.

21 Related parties

(a) There are:

(i) no debts owing to the Company by any Director and/or any person connected or associated with any of them;

(ii) no debts owing by the Company to any Director and/or any person connected or associated with any of them other than debts which have arisen in the ordinary course of business; and

(iii) no securities for any such loans or debts.

(b) Save as disclosed in the Public Information, there are no existing contracts or arrangements to which a Horizonte Group Company is a party and in which any of the Directors and/or any person connected or associated with any of them are interested whether directly or indirectly which are material in the context of the Horizonte Group taken as a whole.

(c) Save as disclosed in the Public Information, there are not outstanding, nor during the past five (5) years have been, any arrangements or understandings between any Horizonte Group Company and any person who is a shareholder, or the beneficial owner of any interest, in any Horizonte Group Company or in any company in which any Horizonte Group Company is interested, relating to the management of the relevant company's business, or the appointment or removal of directors of any Horizonte Group Company which are material in the context of the Horizonte Group taken as a whole.

22 Records and filings

(a) The register of members and other statutory books and registers of each Horizonte Group Company have been properly kept and no notice or allegation that any of the same is incorrect or should be rectified has been received by any Horizonte Group Company.

(b) So far as the Company is aware, all returns and particulars, resolutions and other documents required to be filed with or delivered to Companies House pursuant to the Companies Act or any analogous registry or authority in each Horizonte Group Company's relevant jurisdiction of incorporation have been properly and correctly made up and duly filed or delivered by or on behalf of each Horizonte Group Company.

(c) All returns and particulars, resolutions and other documents required to be filed with or delivered or notified to the Exchanges (or other relevant company or securities registry or regulatory authority) pursuant to the Applicable Securities Laws (or other applicable laws) have been properly and correctly made up and duly filed or delivered by or on behalf of each Horizonte Group Company.

(d) All information required to be announced by the Company through a Regulatory Information Service or pursuant to the Applicable Securities Laws has been so announced and all such information was when announced true and accurate in all material respects and not misleading.

23 Compliance with laws and regulation

(a) Neither any Horizonte Group Company nor, so far as the Company is aware, any of its officers (acting in their capacity as such) has committed or is liable for any criminal, illegal, unlawful or unauthorised act or breach of any obligation or duty (whether imposed by or pursuant to statute, contract, memorandum and articles of association or otherwise) which has led to or is reasonably likely to lead to any material future liability or punishment of any Horizonte Group Company, and no claim that any such officer or company has committed any such act or breach, or is liable, remains outstanding.

(b) Save for any statutory audit or inspection carried out on a regular basis and in the ordinary course of business and except as otherwise disclosed in the Brazilian Legal Opinion, no Horizonte Group Company has received notification that any investigation or inquiry is being or will be conducted by any governmental regulatory body in respect of the affairs of any Horizonte Group Company and the Company is not aware of any circumstances which would give rise to any such investigation or inquiry.

(c) Each Horizonte Group Company has conducted and is conducting its business in compliance with the laws and regulations of those countries where it operates including all Anti-Financial Crime Laws, Sanctions Laws and Regulations and those in respect of anti-corruption and anti-bribery.

(d) The Company is not aware of any applicable law or regulation or governmental position, or any announced, pending or contemplated change thereto or any announced, pending or contemplated new law or regulation or governmental position that, would, or would, if enacted or imposed, have a material adverse effect on the business of any Horizonte Group Company or the Group (taken as a whole) or which would require material expenditure to correct or require a material change to the business practices of the Horizonte Group or any Horizonte Group Company.

(e) All information required to be filed by the Company on SEDAR has been so filed and all such information was when filed true and accurate in all material respects and not misleading.

(f) The Company has complied with its obligations under Applicable Securities Laws.

(g) No Horizonte Group Company is a party to any agreement, arrangement or concerted practice or is carrying on any practice which in whole or in part contravenes or is invalidated by any anti-trust, anti-monopoly, competition, fair trading, consumer protection or similar legislation in any jurisdiction where any member of the Horizonte Group is established or in respect of which any filing, registration or notification is required or is advisable pursuant to such legislation (whether or not the same has in fact been made).

(h) At all times in the five years preceding the date of this Agreement, no Horizonte Group Company nor any of their respective directors, officers, or employees nor, to the knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf of any Horizonte Group Company has:

(i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity;

(ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office;

(iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or Anti-Financial Crime Law; or

(iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit.

(i) Each Horizonte Group Company has instituted, and maintains and enforces (and has maintained and enforced at all times), policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and Anti-Financial Crime Laws.

(j) The operations of each Horizonte Group Company are and have been conducted at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements, including those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the applicable anti-money laundering statutes of all jurisdictions where any Horizonte Group Company conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental or regulatory agency (collectively, the "Anti-Money Laundering Laws") and no action, suit or proceeding by or before any court or governmental or regulatory agency, authority or body or any arbitrator involving any Horizonte Group Company with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(k) No Horizonte Group Company nor any of their respective directors or officers nor, to the knowledge of the Company or the Directors, any employees, agent, or affiliate or other person associated with or acting on behalf of any Horizonte Group Company is currently the subject or the target of any sanctions administered or enforced by the U.S. Government, (including, without limitation OFAC or the U.S. Department of State and including, without limitation, the designation as a "specially designated national" or

"blocked person"), the United Nations Security Council, the European Union, Her Majesty's Treasury, or other relevant sanctions authority (collectively, "Sanctions"), nor is any Horizonte Group Company located, organized or resident in a country, region or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria (each, a "Sanctioned Country").

(I) For the past 5 years, each Horizonte Group Company has not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

(m) Neither the Company nor any Horizonte Group Company, nor any director, officer, or employee, nor, to the knowledge of the Company or its Directors, any agent or representative of the Company or of any member of the Group, has taken any action in furtherance of an offer, payment, promise to pay, or authorisation or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any "government official" (including any officer or employee of a government or government-owned or controlled entity or of a public international organisation, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to influence official action or secure an improper advantage; and the Company and its subsidiaries and associates have conducted their businesses in compliance with applicable Anti-Financial Crime Laws and have instituted and maintain policies and procedures designed to promote and achieve compliance with such laws and with the representation and warranty contained herein.

24 Environmental Laws

(a) Save as referenced in Schedule III to the Brazilian Legal Opinion, no Horizonte Group Company is or has been in breach of any applicable Environmental Laws or the terms of any Environmental Permits, where such breach may have a material adverse effect. No Horizonte Group Company has received written notice or communication that it may be in violation of any Environmental Law or that any Environmental Permit may be subject to modification or revocation in any way which would be material in the context of the business of the Horizonte Group or any Horizonte Group Company (including, without limitation, which would require material expenditure to correct or require a material change to the business practices of the Horizonte Group or any Horizonte Group Company).

(b) Save as referenced in Schedule III to the Brazilian Legal Opinion, there are no material pending or, so far as the Company is aware, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of non-compliance or violation, investigation or proceedings relating to any Environmental Law against the Company or any other Horizonte Group Company. So far as the Company is aware, there are no events, facts or circumstances that have formed, or might reasonably be expected to form, the basis of any order, decree, plan or agreement for clean-up or remediation, or any action, suit or proceeding by any private party or governmental body or agency, against or affecting the Company or any Group Company relating to Environmental Laws which would be material in the context of the business of the Horizonte Group or any Horizonte Group Company (including, without limitation, which would require material expenditure to correct or require a material change to the business practices of the Horizonte Group or any Horizonte Group Company).

25 Canadian Securities Laws

(a) The Ordinary Shares are listed and posted for trading on the TSX, and the Company is not in default of any of the listing requirements of the TSX applicable to the Company or any other rules and regulations of the TSX.

(b) The Company is eligible to file a short form prospectus in each of the Canadian Jurisdictions pursuant to Applicable Canadian Securities Laws and on the date of and upon filing of the Canadian Prospectus Supplement there will be no documents required to be filed under the Applicable Canadian Securities Laws in connection with the issue of the Fundraising Shares in Canada pursuant to the Canadian Base Shelf Prospectus and the Agency Agreement that will not have been filed as required other than the submission to the TSX of the application for conditional approval of the TSX and any documents required to be filed pursuant to the conditional approval letter of the TSX issued in respect thereof.

(c) The Company is a reporting issuer (within the meaning of the Applicable Canadian Securities Laws), is not in default of any of the requirements of the Applicable Canadian Securities Laws.

(d) The Company has not completed any "significant acquisition", "significant disposition" nor is it proposing any "probable acquisitions" (as such terms are defined in NI 51-102) that would require the inclusion of any additional financial statements or pro forma financial statements in the Araguaia Fundraising Documents pursuant to Applicable Canadian Securities Laws.

(e) To the extent required by Applicable Canadian Securities Laws, the Company maintains, and will maintain, a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorisations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorisation, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(f) The documents incorporated by reference in the Canadian Base Shelf Prospectus, as supplemented, disclose or will disclose, as applicable, to the extent required by Applicable Canadian Securities Laws, each plan for retirement, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, incentive or otherwise contributed to, or required to be contributed to, by the Company for the benefit of any current or former director, officer, employee or consultant of the Company (the "Employee Plans"), each of which has been maintained in all material respects with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations that are applicable to such Employee Plans.

(g) No securities commission, stock exchange or any comparable authority has issued any order: (i) preventing or suspending trading of any securities of the Company, (ii) preventing or suspending the use of the Canadian Base Shelf Prospectus or (iii) preventing the distribution of the Canadian Offering Shares in any Canadian Jurisdiction and, in each case, no such proceeding is, to the knowledge of the Company, pending, contemplated or threatened, and the Company is not in default of any requirement of Applicable Canadian Securities Laws or the applicable securities laws of any other Canadian Jurisdiction.

(h) To the best of knowledge, information and belief of the Company, no insider (as such term is defined in the Applicable Canadian Securities Laws) of the Company has a present intention to sell any securities of the Company held by it.

US securities laws

(a) Neither the Company nor any of its affiliates (as defined in Regulation D) nor any person acting on its or their behalf has made or will make, directly or indirectly, offers or sales of any securities, or has solicited or will solicit offers to buy, or otherwise has negotiated or will negotiate in respect of, any security of the same or similar class as the Issue Shares, in circumstances that would require the registration of the Issue Shares under the US Securities Act.

(b) Neither the Company nor any of its affiliates (as defined in Regulation D), nor any person acting on its or their behalf has made within the past twelve (12) months, offers or sales of any securities, or solicitations of offers to buy, securities exempt from registration under Regulation D, except to accredited investors only (as defined in Regulation D) and without any general solicitation or advertising. Neither the Company nor any of its affiliates (as defined in Regulation D), nor any person acting on its or their behalf will make within the six (6) months following the Placing, offers or sales of any securities, or solicitations of offers to buy, securities exempt from registration under Regulation D, except to accredited investors only (as defined in Regulation D) except that no warranty or agreement is made with respect to the joint bookrunners.

(c) The Company is not, and as a result of the offer and sale of the and the UK Placing Shares and the Canadian Offering Shares contemplated in this Agreement and the application of the proceeds thereof will not be, an investment company under, and as such term is defined in, the US Investment Company Act, as amended.

(d) The UK Placing Shares and the Canadian Offering Shares are eligible for re-sale pursuant to Rule 144A and will not be, at both Admissions, of the same class as securities listed on a national securities exchange registered under Section 6 of the US Exchange Act, or quoted in a US automated interdealer quotation system.

(e) The Company is a foreign issuer (as such term is defined in Regulation S) which reasonably believes that there is no substantial US market interest (as such term is defined in Regulation S) in its equity securities or in any securities of the same class as the UK Placing Shares or the Canadian Offering Shares.

27 Brazilian Legal Opinion and due diligence

(a) No information was withheld from Pinheiro Neto for the purpose of the Brazilian Legal Opinion or the due diligence carried out by them in relation to the Project and/or the Vermelho Project and all information given to them for such purpose is true and accurate in all material respects and not misleading in any respect and, so far as the Company is aware, there is no other fact or matter which renders any such information misleading. All information prepared relating to the Company and the Group in connection with the Project or its financing and disclosed in writing to Orion or Pinheiro Neto is as of the date of such information true, complete and accurate in all material respects.

(b) All statements of fact contained in the Brazilian Legal Opinion are true and accurate in all material respects and so far as the Company is aware, no fact has been omitted therefrom (or information withheld) the omission of which would make any statement therein misleading and the expressions of opinion, expectation and intention attributed to the directors therein are honestly held and are either fairly based on facts which are within their knowledge (having made all reasonable enquiries) or made on reasonable grounds.

28 Directors' responsibilities

(a) The Directors have had explained to them and are fully advised as to their, and the Company's continuing responsibilities and obligations under the Market Rules, FSMA, the

Financial Services Act and the CREST Regulations, in each case to the extent applicable to the Horizonte Group, or any other requirement of statute or statutory regulation or applicable legal or regulatory requirements in any jurisdiction in relation to the Admissions and the Placing.

(b) None of the directors or officers of any Horizonte Group Company are now, or have ever been, (i) subject to an order or ruling of any securities regulatory authority or stock exchange prohibiting such individual from acting as a director or officer of a public company or of a company listed on a particular stock exchange, or (ii) other than as disclosed in the Public Information, subject to an order preventing, ceasing or suspending trading in any securities of the Company or other public company.

29 Canadian Offering

There is no agreement, arrangement or understanding in relation to the Canadian Offering other than as set out in the Agency Agreement. So far as the Company is aware, there are no existing circumstances giving rise to an entitlement on the part of the Company or any other member of the Group to make any claim under the Agency Agreement or not to proceed with the Canadian Offering or which are likely to cause the Canadian Offering not to be completed in accordance with the terms of the Agency Agreement.

30 Credit Term Sheet

There is no agreement, arrangement or understanding in relation to the Project Finance Arrangements to which any Horizonte Group Company or any Director is a party other than the Credit Term Sheet (and the agreements and documents referred to therein). So far as the Company is aware, there are no existing circumstances giving rise to an entitlement on the part of the Company or any Group Company to make any claim pursuant to the Credit Term Sheet (or any of the agreements and documents referred to therein) or which are likely to cause the Project Finance Arrangements not to be entered into in accordance with the terms of the Credit Term Sheet.

SCHEDULE 4 : ORION WARRANTIES

Orion is an entity validly established, in existence and duly registered under the laws of the Cayman Islands.
Orion has full corporate power, capacity and authority, and has obtained all consents and approvals, to enter into and perform its obligations under this Agreement and the execution, delivery and performance of this Agreement by Orion has been duly authorised and constitutes valid, legally binding obligations of Orion enforceable against Orion in accordance with its terms, subject to the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by Laws relating to insolvency, reorganisation and other Laws generally affecting the rights of creditors.
The execution and delivery of this Agreement and the performance by Orion of the obligations hereunder:

(A) are within the powers of Orion without the need for any sanction or consent by members of Orion or any other person;

(B) comply and will comply with Applicable Securities Laws;

(D) do not contravene, violate or breach any constitutional document of Orion; and

(E) will not infringe or exceed any limits, powers or restrictions to which Orion is subject or the terms of any agreement, arrangement or obligation of Orion, nor give rise to any obligation or commitment under any such agreement, arrangement or obligation which is inconsistent with the Transactions.

Orion acknowledges that the Subscription Shares have not been and will not be registered under the US Securities Act and may not be offered and sold under the securities laws of the United States of America, or any state or other jurisdiction of the United States, or in Australia, South Africa, New Zealand or Japan nor approved or disapproved by the United States Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States of America, Australia, South Africa, New Zealand or Japan.
Orion is purchasing the Subscription Shares and the Orion Convertible Loan Notes with investment intent and not with a view to distribution.
In relation to the entry into and performance of this Agreement, each member of the Orion Group and its respective directors, officers and employees have, at all times complied with all applicable Anti-Financial Crime Laws and Sanctions Laws and Regulations and no member of the Orion Group is a Sanctioned Person.

EXECUTION PAGE TO INVESTMENT AGREEMENT

EXECUTED AS A DEED
for and on behalf of
HORIZONTE MINERALS PLC by
Jeremy Martin
Print Name

"Jeremy Martin"
Signature

Director
Title

EXECUTED AS A DEED
for and on behalf of
ORION MINE FINANCE FUND III LP by
Dov Lader
Print Name

"Dov Lader"
Signature

Deputy General Counsel of Orion Mine Finance GP III LLC, the GP of Orion Mine Finance GP III LP, the GP of Orion Mine Finance Fund III LP
Title