Execution Version

Investment Agreement

between

HORIZONTE MINERALS PLC

as the Company

and

LA MANCHA INVESTMENTS S.À R.L.

as La Mancha

Agreed Form Documents

First Completion Board Resolutions
Escrow Agreement
Instrument
Placing Announcement
Press Announcement
Signing Board Resolutions

Execution Version

Definitions and interpretation ... 1
Conditions and Completion ... 14
Signing deliverables ... 15
La Mancha Escrow Facility ... 15
La Mancha Loan Note Issuance ... 16
Subscription ... 17
Conditions ... 17
Pre-Second Completion Matters ... 18
First Completion ... 18
Second Completion ... 19
Warranties and undertakings ... 19
La Mancha Warranties ... 20
Use of proceeds ... 21
Lock-In and Standstill ... 21
Anti-dilution Right ... 22
La Mancha Director ... 26
Company Information ... 28
Undertakings ... 29
Overriding obligations ... 29
Termination ... 29
Further assurance ... 30
Nature of Agreement ... 30
Notices ... 30
Counterparts ... 31
General ... 32
Rights of third parties ... 32

Execution Version

Costs...33
Confidentiality...33
Announcements...34
Governing Law and jurisdiction...34
Schedule 1: CONDITIONS...35
Schedule 2: PRE-SECOND COMPLETION OBLIGATIONS...37
Schedule 3: WARRANTIES...38
Schedule 4: LA MANCHA WARRANTIES...56
Schedule 5: BRAZILIAN LEGAL OPINION...57
Schedule 6: TERM SHEET...58

Execution Version

THIS AGREEMENT is dated and made on November 23 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) LA MANCHA INVESTMENTS S.À R.L., a private limited liability company (société à responsabilité limitée) incorporated under the laws of Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) under registration number B253567 whose registered office is at 31-33, Avenue Pasteur, L-2311 Luxembourg, Grand-Duchy of Luxembourg (“La Mancha”),

each a “Party” and, together the “Parties”.

BACKGROUND:

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

(B) La Mancha has agreed to subscribe and pay for, and the Company wishes to allot and issue to La Mancha, 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.

Execution Version

"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-dilution Right" has the meaning given to it in clause 15.3.

"Anti-dilution Right Notice Period" has the meaning given to it in clause 15.9.

"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 issue of Ordinary Shares by the Company (including the Subscription) in order to raise at least US$175,000,000 for the funding of the Project.

"Araguaia Fundraising Documents" means this Agreement, the Instruments, the Orion Investment 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 the Araguaia Equity Fundraising or the Convertible Loan Notes.

"Araguaia Mining Rights" means "Mining Rights" as defined in 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.

Execution Version

"Araguaia Project Financing" means the project financing for the Project contemplated by the Term Sheet.

"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 and attached as Schedule 5 to this Agreement.

"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 with 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.

Execution Version

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

"Convertible Securities" has the meaning given to it in clause 15.3.

"Cornerstone Agreement" means the investment agreement between the Company and certain other cornerstone investor(s) who have committed to provide funding in connection with the Araguaia Equity Fundraising on such terms that are acceptable to La Mancha, acting reasonably.

"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 reasonably acceptable to La Mancha and the Company.

"Director Nomination Notice" has the meaning given to it in clause 16.1.

"Director Removal Notice" has the meaning given to it in clause 16.5

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

Execution Version

"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 La Mancha 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).

"Escrow Account" means the account to be opened in United States Dollars in the name of La Mancha with the Escrow Agent.

"Escrow Agent" means the Bank of New York Mellon, London Branch, a banking corporation organised pursuant to the laws of the State of New York and operating through its branch in London at One Canada Square, London E14 5AL, United Kingdom.

"Escrow Agreement" means the escrow agreement in the agreed form to be entered into between the Escrow Agent, La Mancha, the Company and Bank of New York Mellon, London Branch (as Facility Agent). "Escrow Cash" means the amount received (or to be received) by the Escrow Agent into the Escrow Account and transferred in accordance with the Release Notice, excluding all accrued interest thereon.

"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 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.

Execution Version

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

"Exercise Notice" has the meaning given to it in clause 15.9.

"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 La Mancha and the Subscription Shares being credited to such CREST account as La Mancha 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 La Mancha Convertible Loan Notes to the La Mancha Noteholder and enter its name in the Noteholder Register and (ii) the allotment of the La Mancha Conversion Shares; and

"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 paragraphs 12(a), 15, 17, 18, 20 and 23(g)-(m) 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(D).

"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 La Mancha 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).

Execution Version

"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

"Incentive Shares" means any options or other awards granted, or any Equity Securities issued 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 such Equity Securities issued over a rolling three year period should not exceed 10% of the fully-diluted share capital of the Company at the date of each relevant issue.

"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 La Mancha 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 Orion 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" has the meaning given to it in clause 15.3.

"Issue Notice" has the meaning given to it in clause 15.4.

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

"La Mancha Convertible Loan Notes" means the Convertible Loan Notes in an aggregate nominal amount of US$15,000,000 to be issued to the La Mancha Noteholder in accordance with this Agreement, and which are constituted by the Instrument.

"La Mancha Conversion Shares" means the Conversion Shares issued (or to be issued) upon conversion of the La Mancha Convertible Loan Notes.

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

Execution Version

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

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

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

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

"La Mancha Shares" means the Subscription Shares and La Mancha Conversion Shares.

"La Mancha Warranties" means the warranties set out in Schedule 4.

"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;

Execution Version

(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 any Horizonte Group Company 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.

"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" means Orion Mine Finance Fund II 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 Investment Agreement" means the investment agreement between Orion and the Company dated the date hereof pursuant to which the Company has agreed to issue Ordinary Shares and Convertible Loan Notes to Orion.

"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, and its ancillary infrastructure, such as, but not limited to, the power line that will supply energy to the Project and the water pipeline.

Execution Version

"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.

"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" of La Mancha means a fund which is managed or advised by La Mancha Capital Advisory LLP.

"Release Notice" means the release notice substantially in the form set out in Appendix 2 to the Escrow Agreement signed by an authorised representative of La Mancha and the Company.

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

"Restricted Information" has the meaning given in clause 17.3.

"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.

Execution Version

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

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

"Secured Securities Account" has the meaning set out in the Escrow Agreement.

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

"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 La Mancha 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; 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 La Mancha for the Subscription Shares pursuant to clause 6 of this Agreement.

"Subscription Amount" means the lesser of:

(C) an amount between US$65,000,000 and US$75,000,000 which shall be notified by the Company to La Mancha no later than 5:00 p.m. (UK time) on the Business Day following the date of this Agreement; and

(D) (ii) an amount sufficient for La Mancha to acquire 19.99% of the issued and outstanding Ordinary Shares (calculated on a post-Araguaia Equity Fundraising basis) on the First Completion.

"Subscription Price" means the amount in US$ equal to the placing price per Ordinary Share under the UK Placing, provided that such amount does not exceed GBP0.075.

"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.

Execution Version

"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.

"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.

"Term Sheet" means the Indicative Term Sheet for the Araguaia Project Financing dated 29 September 2021 and attached as Schedule 6 to this Agreement.

"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.

Execution Version

"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 in Para, Brazil, including any expansion thereof, and its ancillary infrastructure.

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

"Warranty Claim" means a Claim by La Mancha, 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

Execution Version

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:

Execution Version

Signing

(A) On signing:

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

(2) La Mancha 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) La Mancha hereby applies for the issue to it of the La Mancha Convertible Loan Notes on the terms of clause 5 (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 Second 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, La Mancha shall subscribe for, and the Company shall allot and issue to La Mancha, 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 the Convertible Loan Notes shall be issued in accordance with clause 10 free and clear from any and all Encumbrances.

2.2 The Company shall, upon request by La Mancha, provide such evidence of satisfaction of each of the Conditions as La Mancha shall reasonably require.

Signing deliverables

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

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

Execution Version

(B) duly executed copies of the Instrument; and
(C) duly executed copies of the Orion Investment Agreement and any Cornerstone Agreement.

3.2 La Mancha shall, as at the time of this Agreement, deliver to the Company or procure the delivery to the Company of a duly executed copy of the Instrument.

4. La Mancha Loan Note Issuance

4.1 La Mancha hereby applies for the issue to the La Mancha Noteholder of the La Mancha 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, La Mancha shall procure that the La Mancha Noteholder shall subscribe for, and the Company shall issue to the La Mancha Noteholder, the La Mancha Convertible Loan Notes free and clear from any and all Encumbrances.

5. La Mancha Escrow Facility

5.1 La Mancha and the Company shall, no later than 5 Business Days prior to First Completion, enter into the Escrow Agreement in the agreed form (with such changes as the Parties may agree, acting reasonably) and La Mancha shall use its commercially reasonable endeavours to procure the entry into the Escrow Agreement by the other parties thereto.

5.2 La Mancha shall, on the Business Day following the date of the shareholder meeting at which the Shareholder Resolutions are passed:

(A) no later than 10:00 a.m. (London time), deliver a Release Notice to the Escrow Agent in accordance with the Escrow Agreement; and
(B) no later than 4.00 p.m. (London time), use its commercially reasonable endeavours to procure that the Escrow Account is credited with the Escrow Cash and the Escrow Agent has confirmed that the Escrow Account is so credited.

5.3 The Company shall, on the Business Day following the date of the shareholder meeting at which the Shareholder Resolutions are passed, no later than 10:00 a.m. (London time), deliver a Release Notice to the Escrow Agent in accordance with the Escrow Agreement.

5.4 La Mancha confirms that no deduction or withholding is required to be made in respect of FATCA Withholding Tax (as set out in paragraph 27 of the terms and conditions of the Escrow Agreement) and will provide sufficient information to the Escrow Agent (as contemplated in such paragraph).

5.5 Notwithstanding any provision in the terms and conditions to the Escrow Agreement, La Mancha shall be solely responsible for, and shall pay the Escrow Agent, the fees and expenses of the Escrow Agent payable by the Parties in connection with the Escrow Agreement.

5.6 Each of La Mancha and the Company agrees to give all such instructions and do such acts as may be required in relation to the Escrow Agreement and the Escrow Agent in order to facilitate First Completion under clause 9 below.

Execution Version

6. Subscription

6.1 La Mancha hereby applies for the allotment and issue to it of the Subscription Shares in consideration for the payment by La Mancha 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, La Mancha shall subscribe for, and the Company shall allot and issue to La Mancha, 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 La Mancha enters into this Agreement in reliance on the Warranties and undertakings by the Company set out in this Agreement.

6.4 Notwithstanding any other provision of this Agreement, La Mancha may nominate any member of the La Mancha Group to subscribe for the Subscription Shares and La Mancha shall procure that such entity complies with the obligations applicable to La Mancha hereunder.

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.

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.

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 Conditions set out in Part B of Schedule 1 by no later than the Second Long Stop Date; and

7.4 La Mancha 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 relating thereto. The Company agrees to fully and effectively indemnify and hold harmless La Mancha against all or any claims asserted, established or instituted against La Mancha in connection with Canadian Base Shelf Prospectus and any Canadian Prospectus Supplement relating thereto or the Press Announcement, save where (i) such claims are determined by a court of competent jurisdiction to be due to La Mancha's wilful misconduct or gross negligence or (ii) such claims are made solely on the basis of information in the Canadian Base Shelf Prospectus and any Canadian Prospectus Supplement relating thereto and/or the Press Announcement provided by La Mancha.

7.5 The Conditions in paragraphs 1 and 2 of Part A of Schedule 1 and the Conditions set out in paragraphs 1, 2 and 5 of Part B of Schedule 1 are for the sole benefit of, and may only be waived by notice in writing by, La Mancha.

Execution Version

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

(A) preclude La Mancha 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 La Mancha and, where appropriate, provide relevant documentation to La Mancha.

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 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) 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 but not 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).

8. Pre-Second Completion Matters

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

9. 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. (UK time) 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 At First Completion:

(A) La Mancha shall pay (or procure payment from the Escrow Agent) 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, and payment made in

Execution Version

accordance with this clause 9.2(A) shall constitute a good discharge for La Mancha 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 La Mancha and credit the Subscription Shares to such CREST account (as La Mancha 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.

10. 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) La Mancha 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 La Mancha 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 La Mancha of its obligations under this clause 10.2(A);

(B) La Mancha shall deliver to the Company the Deed of Subordination duly executed on behalf of La Mancha; and

(1) enter the La Mancha Noteholder in the Noteholder Register;

(2) deliver to La Mancha the Deed of Subordination duly executed on behalf of the Company and the other parties thereto (other than La Mancha); and

(3) deliver to the La Mancha Noteholder a certificate in respect of the La Mancha Convertible Loan Notes.

11. Warranties and undertakings

11.1 Warranties

(A) Subject to clause 11.1(B), the Company warrants to La Mancha 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.

Execution Version

(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 La Mancha 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 La Mancha 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 La Mancha from making any Warranty Claim arising from that matter, fact or circumstance.

(G) If any sum payable by the Company to La Mancha pursuant to a Warranty Claim is subject to Taxation in the hands of La Mancha, the Company shall pay La Mancha such additional amount required to ensure that the net amount received by La Mancha is the amount that La Mancha 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 La Mancha 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 La Mancha within six years of First Completion setting out the nature of the Warranty Claim.

12. La Mancha Warranties

12.1 La Mancha warrants to the Company that the La Mancha Warranties are true and accurate as at the date of this Agreement and as at First Completion and Second Completion.

12.2 La Mancha acknowledges that the Company is entering into this Agreement in reliance on each of the La Mancha Warranties.

12.3 The rights and remedies of the Company in respect of a breach of any of the La Mancha Warranties shall not be affected by First Completion or Second Completion and the La Mancha Warranties shall remain in full force and effect notwithstanding First Completion and/or Second Completion.

Execution Version

12.4 La Mancha shall not be liable for any claim in respect of a breach of any of the La Mancha Warranties unless La Mancha has been given written notice by the Company within two years of First Completion setting out the nature of the claim.

Use of proceeds

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

Lock-In and Standstill

14.1 La Mancha 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 La Mancha 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) pursuant to any charging, pledge or other encumbering of any such securities to the lenders to any member of the La Mancha Group and pursuant to any sale or transfer upon any enforcement on any such charging, pledge or other encumbering by any such lender or in connection with a margin call under any related loan;

(B) pursuant to any sale of transfer to any entity which is a member of the La Mancha Group (provided that should such entity cease to be a member of the La Mancha Group, La Mancha shall procure the transfer of the securities back to an entity which remains a member of the La Mancha Group);

(D) 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");

Execution Version

(E) the execution and delivery of an irrevocable commitment or undertaking to accept a General Offer;
(F) 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;
(G) 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;
(H) pursuant to any sale or transfer required by an order made by a court with competent jurisdiction or where required by Law; or
(I) 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.

14.4 For a period of 18 months following the entry into this Agreement, La Mancha shall not, either alone or acting in concert with other persons, without the Company's prior written consent acquire (or agree to, or offer to or receive an option or right to, acquire) any interests in Ordinary Shares as a result of which the La Mancha Interest would exceed 25%. The restrictions in this clause 14.4 shall not apply: (a) if the Company has provided its prior written consent to La Mancha taking the relevant action; (b) in the case of an offer, arrangement or similar transaction (or announcement relating to such an offer, arrangement or similar transaction) for the entire issued share capital of the Company, where, in the case of an offer, such offer is recommended by the Company's directors; (c) so as to prevent any of La Mancha's advisers, agents or representatives from taking any action in the normal course of their investment or advisory business, provided such action did not arise, directly or indirectly, from the instructions of, or otherwise in conjunction with or on behalf of, La Mancha; (d) if the Company or any of its subsidiaries become bankrupt or insolvent; or (e) if the Company issues Equity Securities in connection with any acquisition of securities or assets of another person or company having a market value at the time of issue exceeding 100% of the market capitalization of the Company immediately prior to such issuance.

Anti-dilution Right

15.1 The provisions of this clause 15 shall apply for so long as, at the time immediately before each relevant Issue (as defined below), the La Mancha Interest is no less than ten per cent (10%).
15.2 The Company agrees that it will not issue any Equity Securities to any person unless it has the requisite authorities and approvals to issue Equity Securities to La Mancha in the event La Mancha exercises its rights under this clause 15.
15.3 With effect from the First Completion Date, if the Company proposes or becomes obligated to issue new Ordinary Shares or other voting or equity shares of the Company (collectively, "Voting Shares"), or any securities convertible into Voting Shares or entitling the holder thereof to acquire Voting Shares (collectively, "Convertible Securities") (each such issuance of Voting Shares or Convertible Securities, being an "Issue"), La Mancha shall have the right but not the obligation to subscribe for additional Voting Shares or Convertible Securities, as applicable (the "Anti-dilution Right") as follows:

Execution Version

(A) in the case of an Issue of Voting Shares, such number of Voting Shares as represents a percentage of the total Issue of Voting Shares (including those to be issued to La Mancha pursuant to this clause 15.3, assuming full exercise of the Anti-dilution Right) equal to the La Mancha Interest immediately before the Issue;
(B) in the case of an Issue of Convertible Securities, such number of Convertible Securities as represents a percentage of the total Issue of Convertible Securities (including those to be issued to La Mancha pursuant to this clause 15.3, assuming full exercise of the Anti-dilution Right) equal to the La Mancha Interest immediately before the Issue; and
(C) the Company shall ensure that La Mancha is able exercise its rights under this clause 15.3 to subscribe for Voting Shares (in the case of (a)) or convert Convertible Securities into Voting Shares (in the case of (b)) simultaneously with issuance to other investors and/or conversion by other investors such that the La Mancha Interest is not reduced.

15.4 The Company shall provide written notice to La Mancha of an Issue no less than ten Business Days prior to public announcement of an Issue (the "Issue Notice") setting out, to the extent known at that time: (i) the number of Voting Shares or Convertible Securities to be issued, (ii) the material terms and conditions of any Voting Shares or Convertible Securities to be issued, and (iii) the anticipated subscription price per Voting Share or Convertible Security to be issued, as applicable. La Mancha will then have five Business Days to provide written notice to the Company regarding its intention to exercise the Anti-dilution Right or not.
15.5 If La Mancha exercises the Anti-dilution Right in accordance with clause 15.3, the subscription price at which Voting Shares or Convertible Securities, as applicable, will be issued by the Company to La Mancha pursuant to such exercise shall be an amount in cash equal to the price at which each Voting Share or Convertible Security, as applicable, is issued by the Company in connection with the relevant Issue.
15.6 If the Company issues Voting Shares or Convertible Securities for non-cash consideration or if the Company enters into a merger agreement or business combination agreement resulting in a combined company, La Mancha shall be entitled (but not obliged) to exercise the Anti-dilution Right following completion of such transaction in order to permit it to acquire Voting Shares or Convertible Securities or voting or equity shares or securities convertible into voting or equity shares of the combined company so as to achieve the same percentage holdings that La Mancha held in the Company prior to such transaction, at the sale price thereunder.
15.7 Notwithstanding anything to the contrary contained herein "Voting Shares" and "Convertible Securities" shall not for the purposes of this clause 15 include Incentive Shares.
15.8 La Mancha 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 La Mancha 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, La Mancha 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 La Mancha). La Mancha 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

Execution Version

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.

Exercise of Anti-dilution Right

15.9 If La Mancha wishes to exercise the Anti-dilution Right in respect of a particular Issue following receipt of an Issue Notice, La Mancha shall give written notice to the Company (the "Exercise Notice") of the exercise of such right and of the number of Voting Shares or Convertible Securities, as applicable, that La Mancha wishes to purchase, within five Business Days after the date of receipt of the Issue Notice (the "Anti-dilution Right Notice Period"). If the Company does not receive an Exercise Notice within the relevant periods prescribed in this clause 15, then (but without prejudicing its right to participate in priority to others in any future Issues) La Mancha will be deemed to have waived its right to subscribe for the additional Voting Shares or Convertible Securities which are to be issued pursuant to the proposed Issue under this clause 15.

15.10 If the Company receives an Exercise Notice from La Mancha within the Anti-dilution Right Notice Period, then the Company shall, subject to the receipt and continued effectiveness of all required regulatory approvals (including stock exchange and other regulatory approvals), which approvals the Company shall use commercially reasonable efforts to promptly obtain, issue to La Mancha as provided in clause 15.3, against payment of the subscription price payable in respect thereof, that number of Voting Shares or Convertible Securities, as applicable, set forth in the Exercise Notice.

15.11 Subject always to clause 15.3(C), the completion of any private placement pursuant to an exercise of the Anti-dilution Right by La Mancha will take place on the date that is not later than 20 Business Days after the expiry of the Anti-dilution Right Notice Period, unless all filings, notices, approvals (including from Shareholders) and authorizations necessary to complete the closing of such private placement have not been made, given or obtained by that date, in which case the closing will be extended for such period as is reasonably necessary to obtain the same.

Exceptions to Anti-dilution Right

15.12 Without prejudice to clause 15.4, the Anti-dilution Right shall not apply in the event of an Issue in the following circumstances:

Execution Version

(A) the issue of any Voting Shares pursuant to the Araguaia Equity Fundraising;
(B) the issue or conversion of any Convertible Loan Notes under the Instruments;
(C) the issue of any Voting 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;
(D) the Issue of Voting Shares or Convertible Securities made to all holders of Voting Shares on a pre-emptive basis;
(E) the issue of Incentive Shares; or
(F) the issue of any Voting Shares issuable upon the exercise of Convertible Securities issued pursuant to any Issue following the First Completion Date in respect of which La Mancha had to opportunity to exercise the Anti-dilution Right.

Regulatory Cutback

15.13 If, pursuant to any applicable legal or regulatory or exchange requirements, the exercise of the Anti-dilution Right by La Mancha results in a requirement for the Company to obtain Shareholder approval (as the sole reason to obtain such Shareholder approval, and not, for the avoidance of doubt, if Shareholder approval is required by reason of the size of the Issue which triggers the Anti-dilution Right or for any other reason), La Mancha shall accept such lesser amount of Voting Shares or Convertible Securities, as applicable, as will not trigger such requirement (a "Regulatory Cutback").
15.14 If a Regulatory Cutback applies, the Company hereby undertakes to use all lawful and commercially reasonable efforts to obtain, at the next meeting of Shareholders following completion of the transaction to which such Regulatory Cutback applies, the approval of the Shareholders in respect of the issuance of (i) the Voting Shares or Convertible Securities subject to the Regulatory Cutback (at the same price as would have been applicable had the Regulatory Cutback not been required, subject to receipt of applicable regulatory, including stock exchange, approvals) so as to allow La Mancha to achieve the same percentage holdings in the Company that La Mancha would otherwise have been initially entitled to, absent the Regulatory Cutback, and (ii) any Voting Shares or Convertible Securities to which La Mancha would have been entitled pursuant to a new Issue by the Company after a Regulatory Cutback has been triggered.

Annual Adjustment Offer for Incentive Shares

15.15 Provided that (i) the Company has during any calendar year issued any Incentive Shares; and (ii) at the end of that calendar year the La Mancha Interest is no less than ten per cent $(10\%)$ , La Mancha shall have the right (but not the obligation), within thirty-one calendar days after the end of such calendar year, to give notice in writing to the Company requiring the Company to offer La Mancha the right to subscribe for such number of Ordinary Shares as will enable La Mancha to maintain the same La Mancha Interest that it would have had if the Company had not issued such Incentive Shares during that calendar year ("Annual Adjustment Offer"). If the Company is in a trading black-out period at end of such thirty-one calendar day period such that La Mancha would not be able to subscribe for Ordinary Shares pursuant to the Annual Adjustment Offer during that black-out period, the period for giving the notice under this clause shall be extended to ten Business Days following the expiry of such trading blackout period.

Execution Version

15.16 Within ten Business Days of each calendar year end, the Company shall confirm to La Mancha in writing ("Confirmation Notice") the number of Incentive Shares so issued during the calendar year, the number of Ordinary Shares La Mancha is entitled to subscribe pursuant to the Annual Adjustment Offer, and the subscription price for the Annual Adjustment Offer. The subscription price shall be the current market price of each Ordinary Share, based upon the volume weighted average price for the thirty Trading Days prior to the Confirmation Notice (provided always that such issuance of Ordinary Shares and pricing is permitted in accordance with Applicable Securities Laws).

15.17 Provided La Mancha accepts in writing the Annual Adjustment Offer as set out in the Confirmation Notice within 5 Business Days, the subscription of the Ordinary Shares pursuant to the Annual Adjustment Offer shall be completed within ten Business Days from the date of such Confirmation Notice.

15.18 La Mancha's right to receive an Annual Adjustment Offer will remain in effect at any time that La Mancha remains entitled to exercise the Anti-dilution Right, and for the purpose of determining if La Mancha retains such right, the number of Voting Shares issued during such calendar year pursuant to the exercise of Incentive Shares shall not be taken into account. For the calendar year 2021, La Mancha's Annual Adjustment Offer shall apply only in respect of Incentive Shares issued on or after First Completion.

La Mancha Director

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

16.2 At any time following Admission, in the event that the La Mancha Interest is less than ten per cent (10%) (the "Relevant Date") and remains at less than ten per cent (10%) for a period of 90 days or more after such Relevant Date, La Mancha shall no longer have the right to nominate any Director to the Board and La Mancha shall (unless otherwise agreed with the Company in writing) procure the removal of any La Mancha Director in such circumstances in accordance with clause 16.5.

16.3 Where La Mancha is entitled to nominate a La Mancha Director, La Mancha shall only nominate a La Mancha 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 whose appointment is not objected to by the Nomad or any regulatory authority having legitimate jurisdiction over such appointment. If the appointment of the La Mancha Director to the Board is objected to by the Nomad or any such regulatory authority, including AIM or the TSX, the Company and La Mancha will consult with each other in good faith concerning such objection or prohibition and the Company and La Mancha will use reasonable endeavours to obtain the required clearance(s) for the appointment of such La Mancha Director. La Mancha agrees to procure the removal of any La Mancha Director in accordance with clause 16.5 if such person subsequently becomes disqualified from acting as a Director or whose continued service as a Director is objected to by the Nomad or any regulatory authority, including the TSX, having legitimate jurisdiction over such service.

16.4 Where any individual who has previously failed to be elected or re-elected (as the case may be) as a La Mancha Director at a general meeting of the Company, the Company and La Mancha will consult with each other in good faith concerning any proposal to nominate such individual in future as the La Mancha Director.

Execution Version

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

16.6 In the case of removal of the La Mancha Director by La Mancha, La Mancha shall procure written resignation by the outgoing La Mancha 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. La Mancha shall procure that La Mancha Director shall not seek compensation for loss of office and shall waive all claims that he or she may have against the Company in respect of the 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 La Mancha Director by the Company and the Company agrees to provide the La Mancha Director with equivalent indemnification and access to its D&O insurance (at the Company's expense) as is provided to the other Directors. La Mancha shall indemnify the Company against any claim which any La Mancha Director who has been removed from office may made in respect of compensation for loss of office or similar claims made by that individual against the Company in relation to the cessation of his or her appointment as Director.

16.7 The Company and La Mancha agree and acknowledge that:

(A) La Mancha shall consult with the Company before issuing a Director Nomination Notice or a Director Removal Notice;

(B) the nomination by La Mancha of an individual to act as a La Mancha 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 La Mancha Director;

(C) any appointment of the La Mancha 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, the Company's Shareholders not approving the re-appointment or re-election of a La Mancha Director shall not impact on La Mancha's right to appoint a La Mancha Director under this clause 16);

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

(F) the La Mancha 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 La Mancha 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 La Mancha Director:

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

Execution Version

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

the Company shall procure that the relevant La Mancha Director is recommended for re-election, unless La Mancha 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 La Mancha 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 La Mancha Director in accordance with and subject to the Articles and Laws.

16.10 The La Mancha Director shall be entitled to be a member of (and participate in meetings of) the Company's nomination committee, solely for the purpose of the appointment of one additional independent director of the Company to be identified and appointed to the Board within 3 months following First Completion, in consultation with the La Mancha Director. Such additional independent director shall not be appointed unless the La Mancha Director votes in favour of such appointment (acting reasonably and having regard to the skill set and qualifications of such director and the balance of skills on the Board). Following the appointment of such additional director, the La Mancha Director shall cease to be a member of the nomination committee but, for so long as the La Mancha Interest is no less than fifteen per cent (15%), the La Mancha Director shall continue to have consultation and approval rights in respect of any replacement for such additional director.

16.11 The Company shall use reasonable endeavours to ensure that the La Mancha Director is able to participate in any meeting of the Board (in person or by telephone or video conference) where such meeting is required to be called or is otherwise called on short notice.

Company Information

17.1 Subject to compliance by the Company with its legal and regulatory obligations (including, without limitation, MAR), La Mancha shall be entitled to request such financial or other information from the Company in relation to the Horizonte Group or any Horizonte Group Company as is necessary for La Mancha, in its capacity as shareholder of the Company, in order to monitor the Investment and the financial performance of the Company and to comply with its legal, regulatory or tax obligations or ESG reporting obligations, and the Company shall use all reasonable endeavours to fulfill such requests promptly.

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

(A) used by La Mancha solely for the purpose, and as required for, the monitoring of La Mancha's investment in the Company, and the lawful exercise of La Mancha'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 La Mancha, and only disclosed to agents or advisers of La Mancha where such disclosure is reasonably necessary for such purpose.

17.3 La Mancha acknowledges to the Company that certain information disclosed to the La Mancha 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

Execution Version

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 La Mancha Group, and other persons to whom La Mancha 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.

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

18.2 No member of the La Mancha 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.

20. Termination

20.1 At any time following Admission, in the event that the La Mancha 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 90 days or more after such Relevant Date, this Agreement shall terminate and shall cease to have effect and 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 (Costs) 29 (Announcements) and 30 (Governing Law and Jurisdiction),

all of which shall survive such termination.

Execution Version

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.

22. Nature of Agreement

22.1 The rights set out in this Agreement which are applicable to La Mancha are personal to La Mancha and La Mancha 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 La Mancha will be entitled to assign its rights under this Agreement to another member of the La Mancha 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 La Mancha Group it will assign its rights to another member of the La Mancha 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, two Business Days 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]

Execution Version

With copy to:
Jon Perry and Martin McCann

Email address:
[Redacted - Confidential Information]

La Mancha:
31-33 Avenue Pasteur, L-2311, Luxembourg

Attention:
Karim Nasr and Michael Raine

Email address:
[Redacted - Confidential Information]

With copy to:
Shea Small

Email address:
[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 22.1. 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.

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

Execution Version

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.

25.7 La Mancha hereby irrevocably authorises and appoints La Mancha Capital Advisory LLP whose registered office is 14 Grosvenor Street London W1K 4PS, London, England as its agent for service of process in England and Wales.

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

Execution Version

Agreement, whether or not such termination, rescission, amendment or variation affects or extinguishes any such benefit or right.

27. 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.

28. Confidentiality

28.1 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 28;

(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 28;

(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 28;

(H) in relation to this Agreement, on a confidential basis to other significant investors in the Araguaia Equity Fundraising;

(I) 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 28.

28.2 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.

Execution Version

28.3 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.

28.4 This clause 28 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

29.1 The parties acknowledge and agree that the Press Announcement to be issued by the Company and La Mancha 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 29.2, 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.

29.2 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 or the London Stock Exchange 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 29.2 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).

29.3 The restrictions contained in this clause 29 shall continue notwithstanding termination of this Agreement. The restrictions on La Mancha in this clause 29 shall continue notwithstanding La Mancha ceasing to be a Shareholder.

Governing Law and jurisdiction

30.1 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.

30.2 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.

Execution Version

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.
The Company having complied in all material respects with all of its obligations to be complied with under this Agreement on or before First Completion.
Admission occurring by 8:00 a.m. on the First Completion Date.
The Shareholder Resolutions having been duly passed.
The Company obtaining and delivering to La Mancha (together with a copy of the Company's application) the conditional approval of the TSX for the issuance of the Subscription Shares, the La Mancha Convertible Loan Notes and the La Mancha Conversion Shares to La Mancha (or a member of the La Mancha Group) and the creation of La Mancha 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 La Mancha.
The Company obtaining and delivering to La Mancha (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 Instrument, and each other Araguaia Fundraising Document having been executed by all parties thereto.
All conditions to First Completion under the Orion Investment Agreement having been satisfied or waived, and the Placing Agreement and the Cornerstone Agreement having become unconditional, save for any conditions relating to this Agreement and to Admission, such that the gross proceeds of the Araguaia Equity Fundraising is not less than US$175,000,000.

Execution Version

Part B – Conditions to issue of La Mancha Convertible Loan Notes

The Warranties being true, accurate and not misleading in all material respects immediately prior to Second Completion by reference to the facts and circumstances then subsisting (except for paragraph 4(b)(ii) of Schedule 3, in respect of matters arising after First Completion).
The Company having complied with all of its obligations to be complied with under this Agreement on or before Second Completion.
All conditions precedent under the Orion Investment Agreement to Second Completion have been satisfied or waived, except for any satisfaction of conditions precedent pursuant to this Agreement.
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.
There being no Event of Default under the Instrument (and as defined therein).
The common terms agreement and the intercreditor agreement relating to the Project Financing Arrangements having been executed by all parties thereto.
First Completion having occurred.

Execution Version

SCHEDULE 2: PRE-SECOND COMPLETION OBLIGATIONS

The Company undertakes, for and on behalf of itself and its subsidiaries, to La Mancha that, on and from the date of this Agreement until Second Completion, the business of the Company and its subsidiaries is carried on in the ordinary course and with a view to promoting the success of the Company and its subsidiaries, and (subject always to the Directors' fiduciary duties) consistent with past practice and in the same manner in which it is being carried on at the date of this Agreement.
Except with the prior written consent of La Mancha (such consent not to be unreasonably withheld or delayed) neither the Company nor any of its subsidiaries shall:

(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);

(D) incur any indebtedness for money borrowed other than under the Convertible Loan Notes or the Araguaia Project Financing;

(E) amend in any material respect the terms of the Orion Investment Agreement;

(F) enter into the Araguaia Project Financing on any terms that a materially different than those set out in the Term Sheet;

(G) other than the contemplated amendments to the existing Araguaia Royalty and the entry into the Vermelho Royalty Agreement, grant any new royalties or enter into any new off-take or similar arrangements or amend the terms of any existing royalty, off-take or similar arrangement; or

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

Execution Version

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 significant 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 significant 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.

Execution Version

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 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:

Execution Version

(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 respect 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 as disclosed in the Public Information;

(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;

(vii) except for the settlements entered into in respect of mineral easement lawsuits, there has not been any satisfaction or settlement of any material claims or material liabilities other than the settlement of claims or liabilities incurred in the ordinary course of business; and

(viii) except for adjustments incurred in the ordinary course of business, there has not been any increase in the salary, bonus, or other remuneration payable to any officers or senior or executive officers of the Company or the Horizonte Group.

(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:

Execution Version

(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 (including Environmental Permits) required for carrying on the businesses now carried on by the Horizonte Group Companies, or required in order to start construction of the Project under the Company's current development plans, ("Authorizations") 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 Authorizations may be revoked or incapable of renewal, in whole or in part, or that any further authorizations will not be obtained which would be expected to delay the construction of the Project on the current development plan. The Horizonte Group Companies are in compliance in all material respects with all Authorizations. Except as disclosed in writing to La Mancha (which disclosure may be made (i) after the date of this Agreement but prior to the First Completion, in respect of any matter which comes to the knowledge of the Company after such date but before First Completion, and (ii) after First Completion but prior to Second Completion, in respect of any matter which comes to the knowledge of the Company after the First Completion Date), there is no action, investigation or proceeding pending or, to the knowledge of the Company, threatened regarding any of the Authorizations.
(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:

Execution Version

(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

(a) 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

(a) 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 material 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 and 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) All interests in the Mining Rights and Prospecting Rights are owned by the Horizonte Group Companies as owner thereof, are so owned with good and marketable title, are in good standing, are valid and enforceable, and are free and clear of any Encumbrances.
(c) 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).

Execution Version

(d) 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.

(e) 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.

(f) 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.

(g) 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.

9 Prospecting Rights

(a) Each of the Prospecting Rights is accurately set forth in the Public Information and 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.

Execution Version

(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, and which technical reports complied, at the time of filing, with NI 43-101 in all material respects. All scientific and technical information disclosed in the Public Information is, where so required, based upon information prepared, reviewed and/or verified by or under the supervision of a "qualified person" (as such term is defined in NI 43-101).

(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 and mineral reserves of the Horizonte Group Companies has been verified by mining experts who are "qualified persons" (within the meaning of NI 43-101) and were prepared in all material respects in accordance with sound mining, engineering, geoscience and other applicable industry standards and practices, and in all material respects in accordance with all Applicable Securities Laws, including the requirements 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 identified in the Company's Land Action and Resettlement Action Plan for the Project.

(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.

Execution Version

12 Assets

(a) The Company and each Horizonte Group Company have good and marketable title to all Mining Rights and Prospecting Rights 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.

(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.

(c) Except as set forth in the Public Information and other than pursuant to security arrangements relating to indebtedness entered into on an arms’ length basis, no Person other than the Horizonte Group Companies has any interest in any of the Mining Rights or Prospecting Rights or the production or profits therefrom or any royalty in respect thereof or any right to acquire any such interest; there are no back-in rights, earn-in rights, rights of first refusal or similar provisions or rights which would affect the Horizonte Group Companies’ interest in any of the Mining Rights or Prospecting Rights in any material respect.

(d) The Horizonte Group Companies hold all Mining Rights and Prospecting Rights (and, subject to the acquisition of surface access rights in accordance with the Company’s Land Action and Resettlement Action Plan, all surface access rights) which would reasonably be expected to be held at the date hereof which are necessary for the construction and operation of the Project as currently contemplated.

13 Contracts and arrangements

(a) All of the 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 or by which any of its properties, revenues or assets are bound (collectively, “Contracts”) and that are material to the Horizonte Group Companies are valid, subsisting, in good standing and in full force and effect, enforceable in accordance with the terms thereof.

(b) The Company has provided to La Mancha true, complete and accurate copies of the Placing Agreement and each of the material Contracts.

(c) The Company is not aware of the invalidity of or grounds for rescission, avoidance or repudiation of any Contract 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 Contract or repudiate or disclaim any such transaction.

(d) 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 Contract which would, or might reasonably be expected to, adversely affect the business and/or financial position of any Horizonte Group Company in a material respect.

Execution Version

(e) 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,

Execution Version

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) As of the date hereof there are: (A) 1,700,155,740 Ordinary Shares in issue; and (B) outstanding stock options or similar rights to subscribe for Ordinary Shares in respect of 114,700,000 Ordinary Shares. Except for the securities referred to in this subsection or in the Public Information, or in relation to the Araguaia Equity Fundraising, there are no options, warrants, conversion privileges, rights to subscribe, shareholder rights plans, stock appreciation rights, phantom equity or similar rights, agreements, commitments, or obligations of a Horizonte Group Company to issue or sell any shares of a Horizonte Group Company or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any shares of a Horizonte Group Company, and no Person is entitled to any pre-emptive or other similar right to purchase securities granted by a Horizonte Group Company.

(b) 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.

(c) 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. Upon receipt by the Company of the purchase price as consideration for the issue thereof, the Issue Shares will be validly

Execution Version

issued and outstanding as fully-paid and non-assessable ordinary shares in the capital of the Company.

(d) 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.

(e) 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

Execution Version

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 and, upon conversion thereof, the Conversion Shares in accordance with this Agreement and the granting of permission to admit the Subscription Shares and, upon conversion thereof, the Conversion 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.

(f) This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with their terms, except to the extent enforcement may be affected by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar applicable Laws affecting creditors' rights generally and subject to the qualification that equitable remedies may be granted in the discretion of a court of competent jurisdiction.

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.

Execution Version

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.

Execution Version

(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

Execution Version

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 material breach of any applicable Environmental Laws or the terms of any Environmental Permits. 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) or that it is responsible for a federal, provincial, state, municipal or local clean-up site or corrective action under any Law including Environmental Laws which would require material expenditure or require a material change to the business practices of the Horizonte Group or any Horizonte Group Company (other than such reclamation and closure obligations imposed by applicable Law in respect of the future construction, mining and processing operations at the Project).

(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).

Execution Version

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 a Canadian Prospectus Supplement filed in connection with the Canadian Offering there will be no documents required to be filed under the Applicable Canadian Securities Laws in connection with the issue of the Canadian Offering Shares that will not have been filed as required other than (i) 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; and (ii) post completion filings.

(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.

Execution Version

(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.

26 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

(a) 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.

Execution Version

(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 are 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.

Execution Version

SCHEDULE 4 : LA MANCHA WARRANTIES

La Mancha is an entity validly established, in existence and duly registered under the laws of the Grand-Duchy of Luxembourg
La Mancha 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 La Mancha has been duly authorised and constitutes valid, legally binding obligations of La Mancha enforceable against La Mancha 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 La Mancha of the obligations hereunder:

(A) comply with Applicable Securities Laws;

(B) do not contravene, violate or breach any constitutional document of La Mancha; and

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

La Mancha 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.
La Mancha is purchasing the Subscription Shares and the La Mancha Convertible Notes with investment intent and not with a view to distribution.
Compliance with laws

6.1 In relation to the entry into and performance of this Agreement, each member of the La Mancha 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 La Mancha Group is a Sanctioned Person.

Execution Version

SCHEDULE 5: BRAZILIAN LEGAL OPINION

FREITAS
FERRAZ
CAPURUÇO
BRAICHI
RICCIO
ADVOGADOS

Belo Horizonte, Minas Gerais, Brazil
March 10th, 2021

HORIZONTE MINERALS PLC ("HZM")

Rex House
4-12 Regent Street
London SW1Y, 4RG
United Kingdom

For the attention of Mr. Jeremy Martin – CHIEF EXECUTIVE OFFICER

Ref.: Legal Opinion – Araguaia Project.

INTRODUCTION

Freitas Ferraz Capuruço Braichi Riccio Advogados (“Freitas Ferraz”), law firm licensed and qualified to practice law in Brazil, has been engaged by HZM to provide this legal opinion (“Legal Opinion”) regarding Araguaia Nickel Project (“Project”) to HZM. We have acted as legal advisers to HZM and Araguaia (as defined below). We understand that HZM, the ultimate holding company of the group, proposes to conduct a project finance transaction to fund the Project (“Financing”). We have taken instructions solely from HZM.
The Project comprises five mineral rights (mineral rights # 850.493/2005, 850.421/2004, 850.514/2004, 850.516/2004 and 850.517/2004 – “Mineral Rights”), four of which are entitled by Araguaia Níquel Metais Ltda. (“Araguaia” or “Project Company”)¹ and one of which is currently registered in the name of by Typhon Brasil Mineração Ltda. (“Typhon”)².
However, as explained ahead in this Legal Opinion, the mineral right (# 850.493/2005) currently registered in the name of Typhon (“Typhon’s Mineral Right”) is being assigned to the Project Company as a result of Typhon’s total spin-off.

¹ Brazilian limited liability company (sociedade limitada), enrolled in the Brazilian Corporate Taxpayer Registry (“CNPJ”) under number 97.515.035/0001-03, located at Rua Paraíba, 1465, Sala 1102 - Parte, Bairro Savassi, Belo Horizonte, State of Minas Gerais.
² Brazilian limited liability company (sociedade limitada), enrolled in the CNPJ under number 23.282.640/0001-37, located at Rua Paraíba, 1465, Sala 1102 - Parte, bairro Savassi, Belo Horizonte, State of Minas Gerais.

Belo Horizonte | MG
Rua Santa Rita Durão, 1.143
7º andar | Savassi | 30140-118
tel. +55 (31) 4141.0308

São Paulo | SP
Rua Leopoldo Couto de Magalhães Júnior, 758
11º andar | Itaim Bibi | 04542-000
tel. +55 (11) 4200.7905

freitasferraz.com.br
D4Sign 613c24d7-d3d0-4775-80c7-7b3b35271ddf - To confirm subscriptions, go to https://secure.d4sign.com.br/verificar
Document signed electronically, according to MP 2.200-2/01, Art. 10º, §2. Brazil

FREITAS FERRAZ

Further details of the Mineral Rights are summarized in Paragraph 58 and Schedule II to this Legal Opinion.
This Legal Opinion covers the main findings of our analysis regarding only the corporate and contractual, mining, environmental, real estate and litigation matters of the Project and the Project Company. The scope of this Legal Opinion is limited to the laws of Brazil and the information provided herein, and so we have not carried out any investigation other than those indicated herein.
The analysis was based on the documents and information in connection to the Project and the Project Company provided by HZM (“Documents and Information”), as well as documents and information provided by HZM up to March 9th, 2021. Freitas Ferraz has also analyzed documents and information obtained through restricted independent research on the Project (“Independent Research”). The Independent Research comprises obtaining the necessary information on the Brazilian National Mining Agency (“ANM”)’s electronic database³ on March 1st, 2021, and searches on the Registry of Commerce. No litigation searches were conducted specifically to this legal opinion, but we carry out periodically searches at the relevant authorities so that any new litigation under such relevant authorities is identified as soon as possible (the last such searches were conducted during the second semester of 2020). No litigation other than those identified in this legal opinion are known by us. For the purpose of this Legal Opinion, we considered that the documents and information provided by HZM and obtained by the Independent Research are true, correct and precise.
We excluded from the scope of this Legal Opinion the analysis of (a) any mineral right other than the Mineral Rights; (b) any company, belonging to HZM’s economic group or not, other than the Project Company and Typhon.
Except as otherwise specifically stated herein, this Legal Opinion is limited solely to the laws of Brazil. We do not express any opinion concerning any other law.
Assuming that the Financing will not result in the change of HZM’s corporate control, the Financing does not require any authorization, approval or any other action by and no notice to, consent of, order of or filing with any Brazilian government authority or regulatory body, including under the Mineral Rights permits, except for any approval or registration as may be required in relation to security granted under the Financing over the assets of HZM controlled entities in Brazil

³ So called SEI! – Sistema Eletrônico de Informações and Cadastro Mineiro.

2|42

D4Sign 613c24d7-d3d0-4775-80c7-7b3b35271ddf - To confirm subscriptions, go to https://secure.d4sign.com.br/verificar Document signed electronically, according to MP 2.200-2/01, Art. 10º, §2. Brazil

FREITAS
FERRAZ

(noting that further analysis will be required at the time of granting of any such securities as approval and/or registration requirements will vary depending on the type and nature of the securities contemplated). For the purpose of this legal opinion, corporate control is considered the holding of the majority of the votes in a shareholders’ meeting, or the power to appoint the majority of the management of the relevant company. The Financing does not constitute a breach or default under the Mineral Rights permits or entitle any party to terminate any of the Mineral Rights permits.

We are available for any further clarification which may be necessary.
(Signed) "Bernardo Vianna Freitas"
(Signed) "Thiago Quintao Riccio"

Bernardo Vianna Freitas
OAB/MG 126.043

Thiago Quintão Riccio
OAB/MG 138.412

3|42

D4Sign 613c24d7-d3d0-4775-80c7-7b3b35271ddf - To confirm subscriptions, go to https://secure.d4sign.com.br/verificar
Document signed electronically, according to MP 2.200-2/01, Art. 10º, §2. Brazil

FREITAS FERRAZ

SUMMARY

I. CORPORATE...5
I.1. CORPORATE ASPECTS OF THE PROJECT COMPANY...5
I.2. TYPHON'S REORGANISATION...7

II. CONTRACTS...9
II.1. LOAN AGREEMENT...9
II.2. CONSULTING AGREEMENT...10
II.3. ORION'S TRANSACTION: ROYALTY AGREEMENT, SECURITY AGREEMENT AND AMENDMENTS...11
II.4. SERVICES AGREEMENT – VALUE ENGINEERING...12
II.5. LAND ACCESS AGREEMENTS...13
II.6. CONCLUSION...13

III. MINING...14
III.1. MINERAL RIGHTS ANALYSIS...14
III.2.1. The mineral right registered in the name of Typhon – Araguaia North...14
III.2.2. The mineral rights held by the Project Company – Araguaia South...15
III.2. CONCLUSION...16

IV. ENVIRONMENTAL...16
IV.1. ARAGUAIA NORTH...16
IV.2. ARAGUAIA SOUTH...17
IV.3. CONCLUSION...18

V. REAL ESTATE...18
V.1. REAL ESTATE ANALYSIS...18
V.2. CONCLUSION...21

VI. LITIGATION...22
VI.1. LIST OF IN-PROGRESS LAWSUITS AND PROCEEDINGS...22
VI.2. CONCLUSION...22

VII. CONCLUSIONS...23

4|42

D4Sign 613c24d7-d3d0-4775-80c7-7b3b35271ddf - To confirm subscriptions, go to https://secure.d4sign.com.br/verificar Document signed electronically, according to MP 2.200-2/01, Art. 10º, §2. Brazil

FREITAS FERRAZ

I. CORPORATE

I.1. Corporate Aspects of the Project Company

Our analysis was restricted to the corporate standing of the Project Company, especially the matters concerning its register with the Registry of Commerce and the material agreements entered into by the Project Company regarding the Project.
The Project Company is duly registered with the Minas Gerais' Registry of Commerce (Junta Comercial do Estado de Minas Gerais) ("JUCEMG") since November 04, 2011, under number NIRE 3120935212-0. There is no fixed duration to the Company's existence and the liability of its members is limited. The up-to-date Articles of Association are the 14th Amendment to the Articles of Association (14ª Alteração e Consolidação do Contrato Social – "14th ACS"), executed on March 31, 2020, which resolves (i) the acquisition by the Project Company of the mineral right # 850.493/2005, as a result of Typhon's total spin-off; (ii) the transfer of the single share held by Antônio Valério da Silva to Horizonte Nickel (IOM) Limited, with the consequent consolidation of Horizonte Nickel (IOM) Limited as the sole shareholder of the Project Company; and (iii) the corporate approval for the execution of the Amendments to the Security Agreements, as described in Section II.3. The Project Company is permitted to have a sole shareholder under the laws of Brazil.
The Project Company has two active branches, both in the State of Pará. One of them is located at Rua Brasília, S/N, Quadra 1, bairro Capelinha, in the municipality of Conceição do Araguaia, enrolled with the National Register of Legal Entities (CNPJ) under No. 97.515.035/0007-90, registered with Pará's Registry of Commerce (Junta Comercial do Estado do Pará) ("JUCEPA") under number NIRE 1590035575-4. The other branch is located at Avenida Rio Araguaia, S/N, Chácara Estância São José, Vila São José do Araguaia, in the municipality of Xinguara, enrolled with the National Register of Legal Entities (CNPJ) under No. 97.515.035/0008-71, registered with JUCEPA under number NIRE 1590045149-4. As the Project Company does not currently extract mineral and sell them, there is no obligation to have any other specific branches yet (when the Project Company initiates its operation, new branches will need to be created accordingly).
The Project Company is indirectly controlled by HZM⁴, since HZM exercises its

⁴ As per the document named “Horizonte Corporate Structure 10 06 2019”, provided by HZM during Orion Resource Partners investment transaction.

D4Sign 613c24d7-d3d0-4775-80c7-7b3b35271ddf - To confirm subscriptions, go to https://secure.d4sign.com.br/verificar Document signed electronically, according to MP 2.200-2/01, Art. 10º, §2. Brazil

FREITAS
FERRAZ

controlling interest through subsidiaries that own 100.00% of the capital interest issued by the Project Company, as per the chart below:

PROJECT COMPANY - SHAREHOLDERS
Shareholder	Shares	Equity (BRL)	%
Horizonte Nickel (IOM) Limited	150,000,000	BRL 150,000,000.00	100.00%

The Project Company’s 14th ACS also provides that (i) the Project Company has BRL 20,000,000 of unpaid capital interest, to be paid up no later than 20 March 2022, and (ii) all the shares issued by the Project Company are pledged to OMF Fund III (CR) Ltd, according to the Security Agreements.
Regarding the Project Company’s corporate governance, its Articles of Association determine that the company is duly represented by its only officer Fabiano Fernandes Silva Araújo. However, the following acts of representation must have the prior written consent of shareholders that represent the majority of the shares, in order to authorize the officer to duly represent the company: (i) acquisition, sell or encumbrance of real estate or mineral rights, (ii) acquisition, sell or encumbrance of assets valued on BRL 50,000 or more, (iii) the engagement on any transaction that may represent an obligation that exceeds BRL 100,000, as well as (iv) all the acts listed on the 5th of the Fifth Clause of the Articles of Association.
Therefore, any transaction that involves the Mineral Rights or obligations valued over BRL 100,000 must be previously authorized by the controlling shareholder of the Project Company.
The Project Company has informed us that, apart from the Security Agreements (which were authorised by the shareholders on the 12th Amendment to the Company’s Articles of Association and on the shareholders meeting held on March 19, 2020), (i) it is not involved in any transaction regarding its mineral rights or assets; (ii) there is no transaction involving the Project Company’s capital interest; (iii) there is no encumbrance (e.g., mortgage, pledge, lien, usufruct) related to the Project Company’s assets or capital interest; and (iv) there is no right of third parties on the Project Company’s assets nor any right of third parties on the Project Company’s profits, revenues or earnings.
The Company has the legal status and power under its constitutional documents and the laws of Brazil to hold and acquire its assets, including the Mineral Rights permits and to perform its obligations under the Mineral Rights permits which constitute valid and binding obligations on

6|42
D4Sign 613c24d7-d3d0-4775-80c7-7b3b35271ddf - To confirm subscriptions, go to https://secure.d4sign.com.br/verificar
Document signed electronically, according to MP 2.200-2/01, Art. 10º, §2. Brazil

F&E

FREITAS

FERRAZ

it and has all licences necessary to carry on business as an explorer and developer of nickel deposits at the current stage (as per item 70, the Project Company does not have the Operation License – LO LO for the mining exploitation yet).

Considering the results of the Independent Research, the information and the documents provided by HZM and the Project Company, it is our opinion that the Project Company is in good corporate standing and that, apart from the Security Agreements, there is no encumbrance in the Project Company’s assets or capital share. No application has been made for the winding up or liquidation of the Project Company.

1.2. Typhon’s reorganisation

Typhon was one of the Brazilian companies indirectly controlled by HZM. Typhon’s main assets were: (i) the mineral right #850.493/2005, so-called “Vale dos Sonhos”, a mineral right that composes the Project, which was purchased by Typhon from Xstrata Brasil Exploração Mineral Ltda., a company controlled by the Glencore Canada Corporation; and (ii) the mineral right #808.055/1974, so-called “Projeto Vermelho”, purchased by Typhon from Vale Metais Básicos S.A., along with the possession rights of the Vermelho Project area.
Typhon also owed 8,160,525 BRL to the Project Company, due to a loan between both companies in the context of the purchase of “Projeto Vermelho”.
On March 31st, 2020, Typhon was spun-off and liquidated, as approved by its shareholders on the meeting held on March 31st, 2020. As a result of its spin-off, Typhon’s assets and obligations (described on Paragraph 21) were transferred to the Project Company and to Trias. Typhon’s shareholders’ meeting minutes is the legal title needed to transfer its assets to the Project Company and Trias.
In the context of Typhon’s spin-off, “Vale dos Sonhos” was transferred to the Project Company, since it is a mineral right that composes the Project.
As mentioned in paragraph 23, Typhon’s spin-off documents, which also approved its liquidation, were deemed to transfer “Vale dos Sonhos” mineral right to Araguaia and “Projeto Vermelho” to Trias. However, the effective transfer of Typhon’s mineral rights will only be completed when ANM approves such transfers and register the mineral rights in the name of its new holders (although all transfer documents has already been submitted to ANM, there is no legal term for the ANM to approve and register the transfers).

7/42

D4Sign 613c24d7-d3d0-4775-80c7-7b3b35271ddf - To confirm subscriptions, go to https://secure.d4sign.com.br/verificar Document signed electronically, according to MP 2.200-2/01, Art. 10º, §2. Brazil

FREITAS FERRAZ

Under Brazilian Law, ANM has discretion to refuse the transfer of a given mineral right if the assignee of such mineral right does not meet the requirements to own it. However, in the case of Typhon’s spin-off it is very unlikely that the transfer of “Projeto Vermelho” and “Vale dos Sonhos” is refused by ANM since Araguaia and Trias already own several mineral rights.
From a legal perspective, the Project Company has all the ownership rights and obligations related to the “Vale dos Sonhos” mining rights, notwithstanding that the final step for the completion of the transfer of its ownership from Typhon to the Project Company – the approval and registration by ANM – is still pending to be concluded. The fact that Typhon has been wound-up and is the registered owner of the “Vale dos Sonhos” mining right, has not resulted in the termination of the “Vale dos Sonhos” mining right nor does it constitute a breach, default, or grounds for the termination of the “Vale dos Sonhos” mining right and the “Vale dos Sonhos” mining right continues to exist in full force and effect for the benefit of the Project Company as transferee. Although it is very unlikely to occur in this case, should ANM not register the transfer, Typhon would need to be re-established by means of an amendment to the spin-off corporate acts to be approved by Typhon shareholders, so that it could be restored as the owner of the mining rights.
“Projeto Vermelho” mineral right and the possession rights relating to it were transferred to Trias Brasil Mineração Ltda., a Brazilian company also controlled by HZM. Since “Projeto Vermelho” was transferred to Trias, the 8,160,525 BRL debt owed to the Project Company was assigned to Trias. It is worthy to state that such debt has already been paid up to the Project Company.
As detailed further in Section II.3, Typhon was one of the guarantors to the payment of the Royalties granted by Nickel B.V to OMF Fund III (CR) Ltd (“Orion”) in the context of a Royalty Agreement related to the Project. Therefore, both Orion and its security agent previously authorised Typhon’s spin-off and the transfer of all the assets it owned.
Therefore, due to Typhon’s spin-off, the following agreements relating to security granted to Orion were amended or terminated: (i) the Quota Pledge Agreement, executed on September 27, 2019, by which all quotas issued by Typhon were pledged to Orion was terminated, due to Typhon’s spin-off and liquidation; and (ii) the Receivables Pledge Agreement, executed on September 27, 2019, was amended to formalize the assignment of the debt owed to the Project Company, from Typhon to Trias.

8|42

D4Sign 613c24d7-d3d0-4775-80c7-7b3b35271ddf - To confirm subscriptions, go to https://secure.d4sign.com.br/verificar Document signed electronically, according to MP 2.200-2/01, Art. 10º, §2. Brazil

F&E

FREITAS

FERRAZ

There may be mentions to Typhon’s assets or mineral rights herein, since the transfer of Typhon’s assets to Araguaia and Trias due to the spin-off, and also the assignment of the licences related to them are still ongoing.
It is our opinion that Typhon’s spin-off was preceded by all authorisations from creditors and all corporate documents needed to its implementation were duly formalised.

II. CONTRACTS

Our analysis was restricted to the contracts listed on Schedule I of the Legal Opinion (“Contracts”) concerning any legal effects that may arise from a given transaction, including (i) any notice or consent that will be necessary or may be required as a consequence of any provisions of agreements entered into by the Project Company, (ii) termination rights as a result or related to a given transaction, (iii) breach of obligations or additional obligations relating to a given transaction; and (iv) any rights that will cease relating to a given transaction.

II.1. Loan Agreement

On March 18, 2016, the Project Company entered into a Loan Agreement with HZM, with effect from March 31, 2016, which regulates the funding of the Project Company, as an intercompany loan account, intended to develop mineral rights owned by the Project Company in Brazil.
The Loan Agreement determines that the parties may enter into further agreement referring to the amount of funds that will be provided and that the interest payable for the funds shall be at a rate of 6% (six per cent). Although the agreement establishes the interest payable for the funds, it does not specify in which timeframe such rate is applicable (e.g. 6% per year or 6% per month) though it is presumed that the rate is per year.
The funds provided by HZM to the Project Company, as well as the interest due, shall be paid by the Project Company within 30 days of notification of payment, which may be sent at the discretion of HZM. It is important to state that Clause 2.3 of the Loan Agreement provides that “In the event of non-payment by ANM [the Project Company], all rights and licences will revert to HMP [HZM] in full/part settlement of the debt, depending on the valuation.”. Although it is an obligation assumed with the parent company of the group (HZM), such provision may represent a direct liability to the assets owned directly by the Project Company in the event of default. Because of that, HZM informed that the Loan Agreement will be amended to exclude such provision before

9|42

D4Sign 613c24d7-d3d0-4775-80c7-7b3b35271ddf - To confirm subscriptions, go to https://secure.d4sign.com.br/verificar Document signed electronically, according to MP 2.200-2/01, Art. 10º, §2. Brazil

FREITAS

FERRAZ

financial close of the project financing.

The Loan Agreement may be terminated by either party within a 30 days’ written notice of termination, regardless of any breach.
Freitas Ferraz has not received any further information regarding the current amount of funds provided by HZM to the Project Company and neither regarding the interest due.
Even though the Loan Agreement can affect the Project Company’s assets and licenses, according to its provisions, our opinion is that it may not be considered as a material agreement since the loan only involves companies of HZM’s group.

II.2. Consulting Agreement

On March 18, 2016, the Project Company entered into a Consulting Agreement with HZM, with effect from March 31, 2016. The Consulting Agreement determines that HZM shall provide the Project Company with the consultancy services set out in the Schedule I of the agreement, all related to the professional and technical advice and support required to the development of the Project Company’s mineral rights.
As per Clause 2.1 of the Consulting Agreement, the services provided by HZM to the Project Company “shall be greater of £35,000 per quarter or monthly time costs plus out-of-pocket expenses, calculated on the basis of £150.00 per hour for technical consultancy services and £100.00 per hour for accountancy services, which may be varied periodically and notified to HMP [HZM] to ANM [the Project Company] in writing. Fees for agency services in the acquisition of exploration and exploitation rights shall be £5,000.00 plus expenses.”
All fees arising from the Consulting Agreement are due and payable within 30 days of the issue of invoice by HZM to the Project Company, and the frequency of such issuance occurs at the discretion of HZM.
It is also important to state that Clause 2.4 of the Consulting Agreement establishes that all non-paid consulting fees will be allocated to the intercompany loan account and therefore subject to the Loan Agreement dated March 18, 2016, detailed on item II.1 of the Legal Opinion.
HZM’s liability under the Consulting Agreement is limited to the total amount of fees paid to the Project Company, except in the case of death or personal injury. Moreover, neither party is

10|42

D4Sign 613c24d7-d3d0-4775-80c7-7b3b35271ddf - To confirm subscriptions, go to https://secure.d4sign.com.br/verificar Document signed electronically, according to MP 2.200-2/01, Art. 10º, §2. Brazil

F&E

FREITAS

FERRAZ

liable to the other party for any loss, damages, costs or expenses incurred or suffered by the other party which is of an indirect or consequential nature.

Since all non-paid fees arising from the Consulting Agreement are subject to the rules of the Loan Agreement, and considering that both Loan Agreement and Consulting Agreement were executed between companies that compose HZM’s group, we consider that there is no issue regarding such agreements.

II.3. Orion’s Transaction: Royalty Agreement, Security Agreement and Amendments

On August 28, 2019, the Project Company entered into a Royalty Agreement, which set the terms and conditions of the payment of royalties by Nickel Production Services B.V.⁵, as the royalty grantor, to OMF Fund III (MG) Ltd⁶, as the royalty holder, in respect of the sale or other disposal of nickel products that are extracted and recovered from the Project’s area (“Royalty Agreement”).
OMF Fund III (MG) Ltd appointed TMF Brasil Administração e Gestão de Ativos Ltda. as its security agent pursuant to the Security Agency Agreement entered into on September 25, 2019, by and among TMF Brasil Administração e Gestão de Ativos Ltda., OMF Fund III (MG) Ltd and the Project Company, among others. Pursuant to the Security Agency Agreement, TMF Brasil Administração e Gestão de Ativos Ltda. shall act on behalf of OMF Fund III (MG) Ltd with respect to the collateral referenced in the Royalty Agreement to secure any payments thereunder, and other obligations, with powers to receive, hold, administer, perform, exercise and enforce the collateral and any and all rights and remedies of OMF Fund III (MG) Ltd.
In order to guarantee the effective, timely and full payment and performance of all the obligations of Nickel Production Services B.V. arising from the Royalty Agreement, the Project Company entered into the following security agreements with TMF Brasil Administração e Gestão de Ativos Ltda.⁷, the security agent of OMF Fund III (MG) Ltd (“Security Agreements”): (i) Bank Accounts Pledge Agreement, which constitutes a pledge over all rights held by the Project

⁵ A private company with limited liability incorporated under the laws of the Netherlands, with its registered office in Amsterdam, Netherlands, and its business address at Strawinskylaan 3127, 8ste verdieping, 1077ZX Amsterdam, Netherlands, and registered with the Dutch Chamber of Commerce under number 75620561.

⁶ A company existing under the laws of the Cayman Islands (company number 354405) whose registered office is at PO Box 309, Ugland Hosue, Grand Cayman, KY1-1104, Cayman Islands.

⁷ Brazilian limited liability company (sociedade limitada), enrolled in the Brazilian Corporate Taxpayer Registry (“CNPJ”) under number 23.103.490/0001-57, located at Alameda Caiapós, 243, Térreo, Conjunto A, Sala 1 – Centro Empresarial Tamboré, in the City of Barueri, State of São Paulo, Brazil.

D4Sign 613c24d7-d3d0-4775-80c7-7b3b35271ddf - To confirm subscriptions, go to https://secure.d4sign.com.br/verificar Document signed electronically, according to MP 2.200-2/01, Art. 10º, §2. Brazil

11|42

FREITAS FERRAZ

Company in connection with the Project Company’s bank accounts, and all amounts deposited in such bank accounts, in benefit of OMF Fund III (MG) Ltd; (ii) Quota Pledge Agreement, which constitutes a pledge over all quotas issued by the Project Company in benefit of OMF Fund III (MG) Ltd; (iii) Receivables Pledge Agreement, which constitutes a pledge over the credit owned by the Project Company against Typhon, arising from the loan agreement dated September 13, 2019, with the principal amount of four million U.S. Dollars (US$ 4,000,000.00), in benefit of OMF Fund III (MG) Ltd.; and (iv) Receivables Pledge Agreement, which constitutes a pledge over the credit owned by HM do Brasil Mineração Ltda. against the Project Company, arising from the loan agreement dated September 13, 2019, with the principal amount of four million U.S. Dollars (US$ 4,000,000.00), in benefit of OMF Fund III (MG) Ltd.

On March 30, 2020, the Project Company, Nickel Production Services B.V., OMF Fund III (MG) Ltd and OMF Fund III (CR) Ltd⁸, among others, entered into the Royalty Agreement Novation Deed by which OMF Fund III (MG) Ltd transferred by novation all its rights and obligations under the Royalty Agreement to OMF Fund III (CR) Ltd.
On March 30, 2020, the Project Company, TMF Brasil Administração e Gestão de Ativos Ltda., OMF Fund III (MG) Ltd, OMF Fund III (CR) Ltd and the Project Company, among others, entered into the Security Agency Agreement Novation Deed, by which OMF Fund III (MG) Ltd transferred by novation all its rights and obligations under the Security Agency Agreement to OMF Fund III (CR) Ltd.
As a result of the Royalty Agreement Novation Deed and the Security Agency Agreement Novation Deed, the Project Company and TMF Brasil Administração e Gestão de Ativos Ltda. amended all the Security Agreements to formalize (i) the transfer of all OMF Fund III (MG) Ltd.’s rights and obligations under the Royalty Agreement to OMF Fund III (CR) Ltd.; (ii) the termination of the Security Agreements regarding Antônio Valério da Silva, as a result of the transfer of the share issued by Araguaia that Antônio Valério da Silva owned and transferred to Horizonte Nickel (IOM) Limited; and (iii) Typhon’s total spin-off and the termination, amendment or assignment of all Security Agreements regarding Typhon.

II.4. Services Agreement – Value Engineering

On February 14, 2020, the Project Company entered into a Services Agreement with SNC-

⁸ A company incorporated under the laws of the Cayman Islands (company number 342366) whose registered office is at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

12|42

D4Sign 613c24d7-d3d0-4775-80c7-7b3b35271ddf - To confirm subscriptions, go to https://secure.d4sign.com.br/verificar Document signed electronically, according to MP 2.200-2/01, Art. 10º, §2. Brazil

F&E

FREITAS

FERRAZ

LAVALIN Projetos Industriais Ltda. (“Services Agreement”). By the Services Agreement, SCN-LAVALIN will provide consultancy services to improve the engineering techniques that will be applied to the Project, and to obtain financial efficiencies that may reduce costs and expenses regarding a Project’s implementation, development and operation (value engineering).

The Services Agreement establishes Key Performance Indicators (KPIs) to measure the efficiency of the consulting provided by SNC-LAVALIN. The compensation to be paid by the Project Company to SNC-LAVALIN is 4,500,000 BRL, but according to the KPIs the compensation may be reduced or increased.

II.5. Land Access Agreements

According to the Project Company, it has executed agreements with individuals that currently own or occupy the lands covering the areas where the Project’s energy transmission grid is going to be built (“Transmission Line Land Access Agreements”). The analysis of such agreements was not in the scope of this Legal Opinion and none of them were analysed by us.
According to the Project Company, no relevant agreements have been executed with any individuals that currently own or occupy the land covering the Mineral Rights’ polygonal, meaning the areas where the Project will be developed.

II.6. Conclusion

The Project Company informed that (i) apart from the Security Agreements, the Services Agreement, and the Transmission Line Land Access Agreements, there is no transaction regarding the Project Company’s assets or capital interest; (ii) no third parties hold rights on the Project Company’s assets or any rights on their profits, revenues or earnings; (iii) apart from the Loan Agreement, the Consulting Agreement, the Transmission Line Land Access Agreements, and the Services Agreement, the Project Company did not execute any material agreement related to financial, operational or other aspects of the Project.
Considering the results of the Independent Research, the information, and the documents provided by HZM and the Project Company, it is our opinion that the contracts entered into by the Project Company are in full effect, and HZM and/or Project Company have fully complied with its obligations under such agreements.

13|42

D4Sign 613c24d7-d3d0-4775-80c7-7b3b35271ddf - To confirm subscriptions, go to https://secure.d4sign.com.br/verificar Document signed electronically, according to MP 2.200-2/01, Art. 10º, §2. Brazil

FREITAS FERRAZ

III. MINING

III.1. Mineral Rights analysis

The following mineral rights were analysed to prepare this Legal Opinion (further details on Schedule II):

Typhon’s Mineral Right – Araguaia North
Process ANM	Mineral	Area (ha)	ANM Status	Exploration License	Period of Validity	Status of Mining Concession
850.493/2005	Nickel	1598,89	Mining concession Application	2959	December 10, 2008 to December 10, 2011	Mining concession application submitted August 23, 2019
Project Company’s Mineral Right – Araguaia South
---	---	---	---	---
Process ANM	Mineral	Area (ha)	ANM Status	Date of issuance
850.421/2004	Nickel	567,90	Mining concession	April 6, 2020
850.514/2004	Nickel	3.079,48	Mining concession	April 6, 2020
850.516/2004	Nickel	5.401,66	Mining concession	April 6, 2020
850.517/2004	Nickel	3.208,36	Mining concession	April 6, 2020

III.2.1. The mineral right registered in the name of Typhon – Araguaia North

The mineral right registered in the name of Typhon is in between the first stage (exploration) and the second stage (mining), i.e., in the period in which the holder has applied for a mining concession and ANM has not issued it yet. Although the exploration license regarding Typhon’s mineral right has already expired, such expiration does not affect or invalidate the mineral right registered in the name of Typhon because the final RFP was correctly and timely submitted⁹. ANM approved the RFP on November 3, 2017, and the decision was duly published in the Brazilian Official Press¹⁰.
To keep its mining concession valid and in full effect, regular, and in good standing, up to November 3, 2018, Typhon must have had either (i) applied for the mining concession or (ii)

D4Sign 613c24d7-d3d0-4775-80c7-7b3b35271ddf - To confirm subscriptions, go to https://secure.d4sign.com.br/verificar Document signed electronically, according to MP 2.200-2/01, Art. 10º, §2. Brazil

14|42

F&E

FREITAS

FERRAZ

requested the postponement of this application deadline. On October 31, 2018, Typhon submitted the PAE to ANM, together with a letter requesting the postponement of the term to apply for the mining concession. On August 23, 2019, Typhon submitted to ANM the pending documents for the mining concession application, including ANM’s official electronic application form. Since ANM has not analyzed Typhon’s statements yet, during this waiting period, the mineral right registered in the name of Typhon is valid, regular, and in good standing¹¹. There is no legal term for the ANM to issue the mining concession and ANM may require more documents and information, so it is not possible to estimate the time-lapse for the award of the mining concession. The Project Company is not entitled to commence mining until the mining concession has been awarded but this does not affect the right to mine under any of the other mining rights for which the mining concessions have been granted to the Project Company.

From a legal perspective, the Project Company has all the ownership rights and obligations related to the “Vale dos Sonhos” mining rights, notwithstanding that the final step for the completion transfer of its ownership from Typhon to the Project Company – the approval and registration by ANM – is still pending to be concluded. The fact that Typhon has been wound-up and is the registered owner of the “Vale dos Sonhos” mining right, has not resulted in the termination of the “Vale dos Sonhos” mining right nor does it constitute a breach, default, or grounds for the termination of the “Vale dos Sonhos” mining right and the “Vale dos Sonhos” mining right continues to exist in full force and effect for the benefit of the Project Company as transferee.

III.2.2. The mineral rights held by the Project Company – Araguaia South

The Project Company’s mineral rights are in the second stage (mining), i.e., in the period where the holder has obtained a mining concession. MME issued all mining concessions on April 6, 2020¹². The Project Company has timely submitted to ANM a request to come into possession over the mining deposit on May 8th, 2020 and is currently waiting for ANM’s approval (coming into possession over the mining deposit is a legal procedure by which the titleholder establishes the mineral rights’ boundaries – it is a legal requirement to keep the mining concession valid and in full effect¹³).

Since ANM approved the Project Company request to postpone the PAE’s work initiation, the Project Company has until June 16th, 2021 to initiate the PAE’s works. Additionally, ANM sent a

¹¹ As per paragraph 2, article 28 of Brazilian Federal Decree #9.406/18.

¹² MME’s administrative rule #43/SGM, #44/SGM, #46/SGM and #47/SGM.

¹³ As per article 44 of Brazilian Mining Code (Federal Decree-Law #227/67).

15|42

D4Sign 613c24d7-d3d0-4775-80c7-7b3b35271ddf - To confirm subscriptions, go to https://secure.d4sign.com.br/verificar Document signed electronically, according to MP 2.200-2/01, Art. 10º, §2. Brazil

F&E

FREITAS

FERRAZ

notification to the Project Company on December 16th, 2020, asking it to present a schedule containing the Project Company’s planned actions up to the date to initiate the PAE’s works. The Project Company timely responded to this notice on February 5th, 2021.

During this period, the mineral rights held by the Project Company stay valid, regular, and in good standing. As soon as the environmental authorities grant the operation license, the Project Company will be allowed to exploit the mineral rights effectively.

III.2. Conclusion

The Project Company informed that, according to the Project Company’s best knowledge, (i) there are no regulatory violations nor facts that could jeopardize the Mineral Rights and (ii) there are no tax debt nor debts of any other nature that could jeopardize the Mineral Rights.
Considering the results of the Independent Research, the information, and the documents provided by HZM and the Project Company, it is our opinion that the Mineral Rights are currently valid, regular, and in good standing and held by the companies stated in the table above.

IV. ENVIRONMENTAL

In summary, the legal steps necessary to obtain an environmental license in the State of Pará to explore or exploit mineral resources is commonly conducted by the State of Pará’s Environmental Agency (“SEMAS”) and is divided into three stages: (a) Preliminary License (“LP”); (b) Installation License (“LI”); and (c) Operation License (“LO”).
Depending on the project’s peculiarities, it might also require other environmental permits, such as authorizations for water usage and flora suppression authorization.

IV.1. Araguaia North

During Typhon’s mineral right exploration stage, the Municipality of Xinguara/PA (“SEMMATUR”) granted Typhon LO # 026/2019 for mineral exploration without experimental mining¹⁴ (in force until February 7th, 2023). On March 2nd, 2021 the Project Company filed a request before SEMMATUR in order to transfer the license (LO # 026/2019) from Typhon to the

¹⁴ According to Resolution # 120, of October 8, 2015 of Pará’s Environment State Council (Conselho Estadual do Meio Ambiente – “COEMA”), article 1st and Schedule, the Municipalities are entitled to provide environmental licenses for enterprises with local impact, including enterprise of mineral exploration without experimental mining.

16|42

D4Sign 613c24d7-d3d0-4775-80c7-7b3b35271ddf - To confirm subscriptions, go to https://secure.d4sign.com.br/verificar Document signed electronically, according to MP 2.200-2/01, Art. 10º, §2. Brazil

F&E

FREITAS

FERRAZ

Project Company, and the completion of such transfer depends on SEMMATUR’s response to the request. Furthermore, the Project Company is also working to obtain a LP to mineral exploitation before SEMAS.¹⁵

IV.2. Araguaia South

During the Project Company’s mineral right exploration stage, SEMAS granted the Project Company LO # 10771/2017 for mineral exploration (in force until July 17, 2022). The Project Company also received from SEMAS an authorization waiver for the use of water resources (Authorization Waiver # 821/2015, expired after May 21, 2019).
Subsequently, as mandatory for the issuance of a mining concession by ANM, the Project Company obtained with SEMAS: (a) first, LP # 1639/2016 (expired after May 25, 2019); (b) subsequently, LI # 2898/2018 (expiration date on December 26, 2021), which substituted LP # 1639/2016 (Project Company informed that they will request the renewal of LI # 2898/2018 before it expires); and (c) is currently working to obtain a LO for mining exploitation.
SEMAS has also allowed the Project Company to:

a) abstract 8.400m³ of water per day from Arraias do Araguaia River for nickel beneficiation (Authorization for Use of Water # 3168/2018, in force until March 14, 2023)

b) adjust Arraias do Araguaia River waterflow to a minimum of 438,60m³ of water per day (Authorization for Use of Water # 3209/2018, in force until November 08, 2023)

c) lower water level in a specific area (Authorization for Use of Water # 3861/2019, in force until October 06, 2024)

d) suppress 386,38ha of flora to enable the Project’s development (Authorization of Flora Suppression #4145/2019, in force until December 26, 2021)

e) suppress 13,99ha of flora to enable the water pipeline’s implementation (Authorization of Flora Suppression #4455/2020, in force until August 8, 2023)

¹⁵ On January 23rd 2018, Typhon has submitted before ANM a petition asking instructions to obtain an LP for the mineral exploitation activity.

17|42

D4Sign 613c24d7-d3d0-4775-80c7-7b3b35271ddf - To confirm subscriptions, go to https://secure.d4sign.com.br/verificar Document signed electronically, according to MP 2.200-2/01, Art. 10º, §2. Brazil

F&E

FREITAS

FERRAZ

f) install a 13km water pipeline and pumping facilities (LP# 1795/2020, in force until August 04, 2023 and LI #3033/2020, in force until August 04, 2023)

Finally, the Project Company has obtained with SEMAS the following environmental licenses for the Project’s transmission grid and electrical substation (“Transmission Grid”): (a) LP # 1811/2021 (expiration date on January 26, 2024); (b) subsequently, LI # 3083/2021 (expiration date on January 26, 2024) (which substituted LP # 1811/2021); (c) Authorization of Flora Suppression #4580/2021 (expiration date on January 26, 2024); and (d) Authorization of Fauna Capture, Collect, Transportation, Rescue and Release #4616/2021 (expiration date on January 26, 2022).

IV.3. Conclusion

The Project Company informed that according to its best knowledge, (i) the Project Company has complied and is complying with all environmental demands connected to the environmental permits issued to the Project Company, (ii) there are no environmental violations nor facts that could jeopardize the environmental permits issued to the Project Company and Typhon and (iii) there are no tax debt nor debts of any other nature that could jeopardize the environmental permits issued to the Project Company.
Considering the results of the Independent Research, the information, and the documents provided by HZM and the Project Company, it is our opinion that the environmental permits issued to the Project Company are valid, regular and in good standing.

V. REAL ESTATE

V.1. Real Estate analysis

According to HZM, the following Individuals currently occupy the Land, which has been divided into 07 resource areas¹⁶:

¹⁶ Due to the dynamic nature of the data provided by Integratio Consultancy, the Individuals might change during the Project’s development.

18|42

D4Sign 613c24d7-d3d0-4775-80c7-7b3b35271ddf - To confirm subscriptions, go to https://secure.d4sign.com.br/verificar Document signed electronically, according to MP 2.200-2/01, Art. 10º, §2. Brazil

FREITAS
FERRAZ

Pequizeiro Resource Area (PQZ)

Individual	Block land	Estimated area
Ailton Cordeiro de Figueiredo	Faz. Princesa da Mata	2.859,23 ha
João Adair da Costa	Chácara São João	67,76 ha
Daniel Pereira dos Santos	Faz. Boa Esperança	106,48 ha
Emanoel Medrado Vaz Santos Filho	Faz. Porto Seguro	708,00 ha
Emanoel Medrado Vaz Santos Filho	Faz. Estrela do Norte	596,32 ha

Jacutinga Resource Area (JAC)

Individual	Block land	Estimated area
Marcos Guimaraes de Cerqueira	Faz. Três Lagoas	48,40 ha
Edio Assis Fuchter	Faz. Jacutinga II	41,14 ha
Edio Assis Fuchter	Faz. Jacutinga I	699.53 ha
Rogerio Pereira dos Santos	Chacara Vitória	43 ha

Vila Oito Resource Area (VOI)

Individual	Block land	Estimated area
Andressa Garamboni	Faz. São Bento	172,00 ha
Roberto Cavalcante Muniz	Faz. Nossa Senhora Aparecida	629,20 ha
Nelson Antônio Paes Santos	-	1.371,72 ha
Cândido Antunes de Freitas	Nossa Senhora da Guia	76,26 ha
Francisca Clarinda da Silva	Fazenda Santa Rita I	42,12 ha
Claudemir Pereira Freitas	Fazenda Santa Rita II	36,95 ha
João Mariano de Souza	Recanto dos Buritis	88,54 ha
Divino Mariano de Rezende	Sítio Três Amores	80,16 ha
João Mariano de Souza	Fazenda Dois Corações	45,65 ha

Baião Resource Area (BAI)

19|42
D4Sign 613c24d7-d3d0-4775-80c7-7b3b35271ddf - To confirm subscriptions, go to https://secure.d4sign.com.br/verificar Document signed electronically, according to MP 2.200-2/01, Art. 10º, §2. Brazil

FREITAS
FERRAZ

Individual	Block land	Estimated area
Sinval Luiz da Cunha	Faz. Capivara	699.53 ha
Edio Assis Fuchter	Faz. Talismã	868 ha
Emanoel Medrado Vaz Santos Filho	Faz. Santa Maria	269 ha
Vale dos Sonhos (VDS)
---	---	---
Individual	Block land	Estimated area
Dovino Feitosa/Gustavo Feitosa	Vale dos Sonhos	1746 ha
Vila Oito East (VOE)
---	---	---
Individual	Block land	Estimated area
Sebastião Julião da Silva	PA. JONCON - Chácara Boa Vista	61.49 ha
Maria Divina Cardoso da Cruz	PA JONCON - Faz. Águas Claras	108.40 ha
Antônio Pimenta Filho	PA JONCON - Sitio Buritizal	108.55 ha
Divano Mariano da Silva	PA JONCON - Faz. Mariana	123.39 ha
João Batista	Fazenda Tarumã	85,57 ha
Vila Oito West (VOW)
---	---	---
Individual	Block land	Estimated area
Nelson Antônio Paes Santos	Faz. Santa Clara	1.371,72 ha
Elizeu Ferreira dos Santos	PA ARRAIA – Lote 60/61	~ 137 ha
Carlos Macedo dos Santos
Valdenir Pereira dos Santos
Ricardo Pereira dos Santos
Sebastião Chaveiro	Chácara Pé do Morro	28 ha

To access the Land, the Project Company has developed four strategies:

a) execute commercial transactions¹⁷;

¹⁷ See further details on Paragraph 54.

20|42
D4Sign 613c24d7-d3d0-4775-80c7-7b3b35271ddf - To confirm subscriptions, go to https://secure.d4sign.com.br/verificar
Document signed electronically, according to MP 2.200-2/01, Art. 10º, §2. Brazil

FREITAS

FERRAZ

b) execute resettlements through INCRA¹⁸;
c) execute resettlements without INCRA; and
d) constitute mining easements¹⁹.

As soon as the Project Company concludes that it will not reach any commercial agreement with a specific Individual, the Project Company will need to enforce the mining easement by filing a lawsuit. To enforce the mineral easement judicially, the Project Company must file with the Court the following evidence, in summary:

a) mining concession;
b) Public Utility Declarations (“DUP”), issued by ANM regarding the Land;
c) lands' real estate information/documents (e.g., property registration, the mining project layout indicating the Land locations etc.);
d) an appraisal fixing the amount the Project Company needs to pay to the landowners as indemnification and as annual rent.

Additionally, in order to enforce the access to the Land, the Project Company must deposit in Court (i) the indemnification and annual rent fixed by the Project Company's appraisal or, (ii) if the judge does not accept the Project Company's appraisal, the amount determined by an expert appointed by the Court. The Project Company’s access to the Land will be subject to the timeline of the Schedule IV of this Legal Opinion.

V.2. Conclusion

The Project Company informed that, according to its best knowledge, except the settlements already identified by HZM²⁰, there are no limitations to the Land’s access and

¹⁸ According to HZM, negotiation with INCRA has taken place through letters and meetings by HZM and Integratio Consultants. INCRA has planned to visit the Land in the second half of 2019.
¹⁹ On October, 1st 2020, ANM has issued all “Public Utility Declarations” (“DUP”), recognizing the Project Company’s right to institute a mineral easement over the crucial areas for the Project’s development.
²⁰ As per the document named “Land Block.pdf”.

D4Sign 613c24d7-d3d0-4775-80c7-7b3b35271ddf - To confirm subscriptions, go to https://secure.d4sign.com.br/verificar Document signed electronically, according to MP 2.200-2/01, Art. 10º, §2. Brazil

F&E
FREITAS
FERRAZ

subsequent usage by the Project Company such as indigenous areas²¹, ‘quilombolas’ areas or relevant environmentally protected areas such as defined by the Brazilian Federal Law # 9.985/2000²².

Thus, considering the results of the Independent Research, the information, and the documents provided by HZM and the Project Company, it is our opinion that, except for the settlements already identified by HZM, there are no material limitations for the Land’s access and subsequent usage by the Project Company.

VI. LITIGATION

VI.1. List of in-progress lawsuits and proceedings

The in-progress lawsuits and proceedings related to the Mineral Rights or to the Project Company are listed on Schedule III.

VI.2. Conclusion

The Project Company informed that (i) the Project Company has not received any notification, summon or subpoena related to the Mineral Rights or to the Project Company’s capital interest other than the notifications, summons or subpoenas regarding the in-progress lawsuit and/or proceedings listed in Schedule III, (ii) according to the Project Company’s best knowledge, there are no in-progress lawsuit and/or proceedings related to the Mineral Rights or to the Project Company’s capital interest other than those listed in Schedule III and (iii) according to the Project Company’s best knowledge, there are no events, facts or acts that can start a lawsuit and/or proceeding related to the Mineral Rights or to the Project Company’s capital interest other than those listed in Schedule III.
Thus, considering the results of the Independent Research, the information and the documents provided by HZM and the Project Company, it is our opinion that, apart from the in-progress lawsuit and proceedings specified in Schedule III of this Legal Opinion, there is no litigation that might have a material effect on the Mineral Rights or to the Project Company’s capital interest. None of the ongoing lawsuits and proceedings specified in Schedule III of this Legal Opinion may have a material effect on the Project Company’s or Typhon’s ownership over

²¹ As per document named “ANS_Indigenous_Reserfation_A3_20190619.pdf”.

²² As per document named “attachment 1.pdf”.

D4Sign 613c24d7-d3d0-4775-80c7-7b3b35271ddf - To confirm subscriptions, go to https://secure.d4sign.com.br/verificar
Document signed electronically, according to MP 2.200-2/01, Art. 10º, §2. Brazil

FREITAS

FERRAZ

the Mineral Rights.

VII. CONCLUSIONS

In conclusion, we can summarize the key findings as follows:

a) Corporate. The Project Company is in good corporate standing. Typhon’s spin-off and liquidation, was preceded by all authorisations from creditors and all corporate documents needed to its implementation were duly formalised.

b) Contracts. The contracts entered into by the Project Company are in full effect, and HZM and/or Project Company have fully complied with its obligations under such agreements.

c) Mining. The Mining Rights are currently valid, regular, and in good standing.

d) Environmental. The environmental permits issued to the Project Company and Typhon are valid, regular and in good standing.

e) Real Estate. There are no material limitations for the Land’s access and subsequent usage by the Project Company, except for the settlements already identified by HZM.

f) Litigation. There is no litigation that might have any material effect on the Mineral Rights or to the Project Company, and the only litigation of which we aware is the in-progress lawsuit and proceedings specified in Schedule III of this Legal Opinion.

g) Consents. Assuming that the Financing will not result in the change of HZM’s corporate control, the Financing does not require any authorization, approval or any other action by and no notice to, consent of, order of or filing with any Brazilian government authority or regulatory body, including under the Mineral Rights permits, except for any approval or registration as may be required in relation to security granted under the Financing over the assets of HZM controlled entities in Brazil. The Financing does not constitute a breach or default under the Mineral Rights permits or entitle any party to terminate any of the Mineral Rights permits.

Based on our review of the documents provided by HZM, and with limited Independent Research by our firm, we do not assume any responsibility for the accuracy, completeness, or

D4Sign 613c24d7-d3d0-4775-80c7-7b3b35271ddf - To confirm subscriptions, go to https://secure.d4sign.com.br/verificar Document signed electronically, according to MP 2.200-2/01, Art. 10º, §2. Brazil

23|42

FREITAS FERRAZ

fairness of the disclosed documents. We do not express any belief with respect to the financial, geological, mining or technical statements or other expertise information contained in the disclosure documents. The opinions expressed herein are as of the date of this letter.

(Signed) "Bernardo Vianna Freitas"

RAICHI RICCIO ADVOGADOS

Thiago Quintão Riccio

OAB/MG 126.043

OAB/MG 138.412

24|42

D4Sign 613c24d7-d3d0-4775-80c7-7b3b35271ddf - To confirm subscriptions, go to https://secure.d4sign.com.br/verificar Document signed electronically, according to MP 2.200-2/01, Art. 10º, §2. Brazil

FREITAS FERRAZ

SCHEDULE I - CONTRACTS

D4Sign 613c24d7-d3d0-4775-80c7-7b3b35271ddf - To confirm subscriptions, go to https://secure.d4sign.com.br/verificar Document signed electronically, according to MP 2.200-2/01, Art. 10º, §2. Brazil

25|42

FREITAS

FERRAZ

PARTIES	OBJECT	DATE OF EXECUTION
Horizonte Minerals Plc (“HMP”)
Araguaia Niquel Mineração Ltda (“ANM”)	Loan Agreement which regulates the funding, by HMP to ANM, in order to achieve the development of mineral and mining rights owned by ANM.	Executed on March 18, 2016, with effects from March 31, 2016.
Horizonte Minerals Plc (“HMP”)
Araguaia Niquel Mineração Ltda (“ANM”)	Consulting Agreement which regulates the rendering of consultancy services by HMP to ANM.	Executed on March 18, 2016, with effects from March 31, 2016.
Horizonte Minerals Plc (“HMP”)
Araguaia Niquel Mineração Ltda (“ANM”)	Consulting Agreement which regulates the rendering of consultancy services by HMP to ANM.	Executed on March 18, 2016, with effects from December 1, 2015.
Nickel Production Services B.V., Project Company, OMF Fund III (MG) Ltd, among others	Royalty Agreement regarding the terms and conditions of the of the payment of royalties by Nickel Production Services B.V. to OMF Fund III (MG) Ltd in respect of the sale or other disposal of nickel products that are extracted and recovered from the Project’s area.	Executed on August 28, 2019.
TMF Brasil Administração e Gestão de Ativos Ltda., OMF Fund III (MG) Ltd and the Project Company, among others	Security Agency Agreement regulating the rights and obligations of TMF Brasil Administração e Gestão de Ativos Ltda. as security agent for OMF Fund III (MG) Ltd.	Executed on September 25, 2019.
TMF Brasil Administração e Gestão de Ativos Ltda., Project Company	Bank Accounts Pledge Agreement, which constitutes the pledge of all rights held by the Project Company in connection with the Project Company’s bank accounts, and all amounts deposited in such bank accounts, in benefit of OMF Fund III (MG) Ltd	Executed on September 27, 2019.
TMF Brasil Administração e Gestão de Ativos Ltda., Project Company	Quota Pledge Agreement, which constitutes the pledge of all quotas issued by the Project Company in benefit of OMF Fund III (MG) Ltd.	Executed on September 27, 2019.

D4Sign 613c24d7-d3d0-4775-80c7-7b3b35271ddf - To confirm subscriptions, go to https://secure.d4sign.com.br/verificar

Document signed electronically, according to MP 2.200-2/01, Art. 10º, §2. Brazil

FREITAS

FERRAZ

TMF Brasil Administração e Gestão de Ativos Ltda., HM do Brasil Mineração Ltda., and the Project Company	Receivables Pledge Agreement, which constitutes a pledge over the credit owned by HM do Brasil Mineração Ltda. against the Project Company, arising from the loan agreement dated September 13, 2019.	Executed on September 27, 2019.
TMF Brasil Administração e Gestão de Ativos Ltda., Typhon Brasil Mineração Ltda., and the Project Company	Receivables Pledge Agreement, which constitutes a pledge over the credit owned by the Project Company against Typhon, arising from the loan agreement dated September 13, 2019.	Executed on September 27, 2019.
Project Company, Nickel Production Services B.V., OMF Fund III (MG) Ltd and OMF Fund III (CR) Ltd, among others	Royalty Agreement Novation Deed by which OMF Fund III (MG) Ltd transferred by novation all its rights and obligations under the Royalty Agreement to OMF Fund III (CR) Ltd.	Executed on March 30, 2020.
Project Company, TMF Brasil Administração e Gestão de Ativos Ltda., OMF Fund III (MG) Ltd, OMF Fund III (CR) Ltd	Security Agency Agreement Novation Deed by which OMF Fund III (MG) Ltd transferred by novation all its rights and obligations under the Royalty Agreement to OMF Fund III (CR) Ltd.	Executed on March 30, 2020.
TMF Brasil Administração e Gestão de Ativos Ltda. Project Company	First Amendment to the Bank Accounts Pledge Agreement, which formalizes that due to the Security Agency Agreement Novation Deed, the Security Agent is now acting on behalf of OMF Fund III (CR) Ltd.	Executed on March 31, 2020.
TMF Brasil Administração e Gestão de Ativos Ltda., Project Company	First Amendment to the Quota Pledge Agreement, which formalizes the termination of the Agreement regarding all Antônio Valério’s obligations due to the transfer of his share, and also formalizes that due to the Security Agency Agreement Novation Deed the Security Agent is now acting on behalf of OMF Fund III (CR) Ltd.	Executed on March 31, 2020.
TMF Brasil Administração e Gestão de Ativos Ltda., HM do Brasil Mineração Ltda., and the Project Company	First Amendment to the Receivables Pledge Agreement, which formalizes that due to the Security Agency Agreement Novation Deed the Security Agent is now acting on behalf of OMF Fund III (CR) Ltd.	Executed on March 31, 2020.

D4Sign 613c24d7-d3d0-4775-80c7-7b3b35271ddf - To confirm subscriptions, go to https://secure.d4sign.com.br/verificar Document signed electronically, according to MP 2.200-2/01, Art. 10º, §2. Brazil

FREITAS
FERRAZ

TMF Brasil Administração e Gestão de Ativos Ltda., Typhon Brasil Mineração Ltda., and the Project Company	First Amendment to the Receivables Pledge Agreement, which formalizes the assignment of the debt owed to the Project Company, from Typhon to Trias, and also formalizes that due to the Security Agency Agreement Novation Deed the Security Agent is now acting on behalf of OMF Fund III (CR) Ltd.	Executed on March 31, 2020.

D4Sign 613c24d7-d3d0-4775-80c7-7b3b35271ddf - To confirm subscriptions, go to https://secure.d4sign.com.br/verificar
Document signed electronically, according to MP 2.200-2/01, Art. 10º, §2. Brazil

FREITAS FERRAZ

SCHEDULE II -
MINERAL RIGHTS SUMMARY-TABLES

D4Sign 613c24d7-d3d0-4775-80c7-7b3b35271ddf - To confirm subscriptions, go to https://secure.d4sign.com.br/verificar
Document signed electronically, according to MP 2.200-2/01, Art. 10º, §2. Brazil

29|42

FREITAS
FERRAZ

PROCEEDING: ANM # 850.493/2005

PROJECT: Araguaia

1.1. Documentation and Data Analysis: Cadastro Mineiro and SEI!23 (March 12, 2020)
1.2. Superintendence/ District: -/Pará
1.3. Active: Yes
1.4. Phase: Mining Concession Application
1.5. Priority Date: July 11, 2005
1.6. Holder: Typhon Brasil Mineração Ltda.
1.7. Title: -
1.8. Title #: -
1.9. Title Date: -

1.10. Mineral Right Situation: Valid and regular.
1.11. Exploration License Validity: Expired on December 10th, 2011 (the mineral right is still valid and in good standing, but in the mining concession application stage)
1.12. Ore: Nickel
1.13. Use: Industrial
1.14. City / State: Xinguara/PA
1.15. Area: 1598,89ha
1.16. Interference Area: N/A
1.17. Agreement with Surface Rights: N/A
1.18. Technical Lead: Helio Botelho Diniz
1.19. Legal Representative: Helio Botelho Diniz
1.20. Associated Processes: N/A.
1.21. Last Assignment Rights Date: September 24, 2015
1.22. Approved by ANM on: October 15, 2015

1.23. Notes (fees, encumbrances etc.):
(i) Partial Exploration Report timely presented on December 13, 2007.
(ii) Positive Exploration Report presented on August 12, 2010 and April 04, 2017.
(iii) Suspended Exploration Report, Article 30, IV, Mining Code, on 09/06/2011 and November 20, 2014 (temporary suspension).
(iv) Approved Final Exploration Report on November 03, 2017.
(v) Inspection/Monitoring Payment made on November 24, 2010.
(vi) An annual tax due to the Exploration License (Taxa Annual por Hectare - "TAH") was paid on July 27, 2007, December 18, 2008 and January 15, 2010.
(vii) PAE submitted on October 31, 2018 together with a letter requesting the postponement of the term to apply for mining concession.
(viii) Confidentiality requested on July 03, 2019.
(ix) Mining easement requested on July 24, 2019.
(x) Submission of the pending documents for the mining concession application, including ANM’s official electronic application form for mining concession, on August 23, 2019.

N/A = Not Analyzed

23 ANM’s electronic database.

30|42

D4Sign 613c24d7-d3d0-4775-80c7-7b3b35271ddf - To confirm subscriptions, go to https://secure.d4sign.com.br/verificar
Document signed electronically, according to MP 2.200-2/01, Art. 10º, §2. Brazil

FREITAS
FERRAZ

PROCEEDING: ANM # 850.421/2004

PROJECT: Araguaia

1.1. Documentation and Data Analysis: Cadastro Mineiro and SEI! (March 12, 2020)
1.2. Superintendence/ District: 5th/Pará	1.3. Active: Yes
1.4. Phase: Mining Concession	1.5. Priority Date: July 30, 2004
1.6. Holder: Araguaia Niquel Mineração Ltda.
1.7. Title: -	1.8. Title #: -	1.9. Title Date: -
1.10. Mineral Right Situation: Valid and regular.	1.11. Exploration License Validity: Expired on August 4th, 2014 (the mineral right is still valid and in good standing because the mining concession has been granted)
1.12. Ore: Nickel	1.13. Use: Industrial
1.14. City / State: Conceição do Araguaia/PA	1.15. Area: 567,9ha
1.16. Interference Area: N/A
1.17. Agreement with Surface Rights: N/A
1.18. Technical Lead: Helio Terutoshi Ikeda
1.19. Legal Representative: Helio Terutoshi Ikeda
1.20. Associated Processes: N/A.
1.21. Last Assignment Rights Date: September 09, 2011	1.22. Approved by ANM on: November 1, 2012
1.23. Notes (fees, encumbrances etc.):
(i) Positive Exploration Report presented on August 04, 2014 and March 30, 2017.
(ii) Suspended Exploration Report, Art. 30, IV, Mining Code, on November 28, 2016 (temporary suspension).
(iii) Suspended ANM analysis on August 05, 2016 (conflict with energy enterprise project).
(iv) Approved Final Exploration Report on November 03, 2017.
(v) Inspection/Monitoring Payment made on April 20, 2009 and July 22, 2016.
(vi) TAH was paid on July 28, 2006, July 27, 2007, July 23, 2008, 31/01/2012, 28/01/2013 and 27/01/2014.
(vii) Submission of the mining concession application December 1, 2017.
(viii) Mining easement requested on August 09, 2018.
(ix) Confidentiality requested on July 03, 2019.
(x) ANM’s opinion about Araguaia’s proof of Araguaia’s financial capacity issued on October 29, 2019
(xi) Proof of Araguaia’s financial capacity submitted on December 06, 2019
(xii) ANM opinion favourable to the issuance of mining concession issued on January 29, 2020
(xiii) Decision sending the process to MME issued on January 30, 2020
(xiv) Mining concession issued on April 6, 2020
(xv) Request to come into possession over the mining deposit submitted on May 8th, 2020
(xvi) DUP launched on October 1st 2020
(xvii) Request to postpone the deadline to initiate PAE’s work submitted on October 1st 2020
(xviii) ANM sent on December 16th, 2020 a notification to the Project Company asking it to present a schedule containing the Project Company’s planned actions up to the date to initiate the PAE’s works.

31|42

D4Sign 613c24d7-d3d0-4775-80c7-7b3b35271ddf - To confirm subscriptions, go to https://secure.d4sign.com.br/verificar
Document signed electronically, according to MP 2.200-2/01, Art. 10º, §2. Brazil

FREITAS
FERRAZ

PROCEEDING: ANM # 850.421/2004

PROJECT: Araguaia

(xix) Approval of the request to postpone the deadline to initiate PAE’s work published on December 16th 2020
(xx) Petition with a schedule containing the Project Company’s planned actions up until the date to initiate the PAE’s works submitted on February 5th, 2021.
(xxi) Administrative proceeding was sent to ANM’s unit at State of Pará on March 05th, 2021,

N/A = Not Analysed

PROCEEDING: ANM # 850.514/2004

PROJECT: Araguaia

1.10. Mineral Right Situation: Valid and regular.
1.11. Exploration License Validity: Expired on September 8th, 2012 (the mineral right is still valid and in good standing because the mining concession has been granted)
parc1.12. Ore: Nickel
1.13. Use: Industrial
1.14. City / State: Conceição do Araguaia/PA
1.15. Area: 3079,48ha
1.16. Interference Area: N/A
1.17. Agreement with Surface Rights: N/A
1.18. Technical Lead: Paulo Ilidio de Brito
1.19. Legal Representative: N/A
1.20. Associated Processes: N/A
1.21. Last Assignment Rights Date: -
1.24. Approved by ANM on: -

1.23. Notes (fees, encumbrances etc.):

32|42

D4Sign 613c24d7-d3d0-4775-80c7-7b3b35271ddf - To confirm subscriptions, go to https://secure.d4sign.com.br/verificar
Document signed electronically, according to MP 2.200-2/01, Art. 10º, §2. Brazil

FREITAS
FERRAZ

PROCEEDING: ANM # 850.514/2004

PROJECT: Araguaia

(ix) Mining easement requested on August 09, 2018.
(x) Confidentiality requested on July 03, 2019.
(xi) ANM’s opinion about Araguaia’s proof of Araguaia’s financial capacity issued on October 29, 2019
(xii) Proof of Araguaia’s financial capacity submitted on December 06, 2019
(xiii) ANM opinion favourable to the issuance of mining concession issued on January 29, 2020
(xiv) Decision sending the process to MME issued on January 30, 2020
(xv) Mining concession issued on April 6, 2020
(xvi) Request to come into possession over the mining deposit submitted on May 8th, 2020
(xvii) DUP launched on October 1st 2020
(xviii) Request to postpone the deadline to initiate PAE’s work submitted on October 1st 2020
(xix) Approval of the request to postpone the deadline to initiate PAE’s work published on December 16th 2020
(xx) ANM sent on December 16th, 2020 a notification to the Project Company asking it to present a schedule containing the Project Company’s planned actions up to the date to initiate the PAE’s works.
(xxi) Petition with a schedule containing the Project Company’s planned actions up until the date to initiate the PAE’s works submitted on February 5th, 2021.

N/A = Not Analysed

PROCEEDING: ANM # 850.516/2004

PROJECT: Araguaia

1.1. Documentation and Data Analysis: Cadastro Mineiro and SEI! (March 12, 2020)
1.2. Superintendence/ District: 5th/Pará
1.3. Active: Yes
1.4. Phase: Mining Concession
1.5. Priority Date: 03/09/2004
1.6. Holder: Araguaia Niquel Mineração Ltda.
1.7. Title: -
1.8. Title #: -
1.9. Title Date: -
1.10. Mineral Right Situation: Valid and regular.
1.11. Exploration License Validity: Expired on September 8th, 2012 (the mineral right is still valid and in good standing because the mining concession has been granted)
1.12. Ore: Nickel
1.13. Use: Industrial
1.14. City / State: Conceição do Araguaia/PA
1.15. Area: 5401,66ha
1.16. Interference Area: N/A
1.17. Agreement with Surface Rights: N/A
1.18. Technical Lead: Paulo Ilidio de Brito
1.19. Legal Representative: N/A
1.20. Associated Processes: N/A
1.21. Last Assignment Rights Date: -
1.22. Approved by ANM on: -
1.23. Notes (fees, encumbrances etc.):

33|42

D4Sign 613c24d7-d3d0-4775-80c7-7b3b35271ddf - To confirm subscriptions, go to https://secure.d4sign.com.br/verificar
Document signed electronically, according to MP 2.200-2/01, Art. 10º, §2. Brazil

FREITAS
FERRAZ

PROCEEDING: ANM # 850.516/2004

PROJECT: Araguaia

(i) Partial Exploration Report timely presented on December 14, 2007.
(ii) Positive Exploration Report presented on September 06, 2012 and March 30, 2017.
(iii) Suspended Exploration Report, Art. 30, IV, Mining Code, on February 26, 2013 and October 21, 2016 (temporary suspension).
(iv) Approved Final Exploration Report on November 03, 2017.
(v) TAH was paid on July 28, 2005, July 26, 2006, July 25, 2007, January 29, 2010, January 31, 2011, January 31, 2012.
(vi) Complaint of area invasion on F22/02/2011.
(vii) Payments of fines on June 12, 2009 and October 03, 2011.
(viii) Submission of the mining concession application December 1, 2017.
(ix) Mining easement requested on August 09, 2018.
(x) Confidentiality requested on July 03, 2019.
(xi) ANM’s opinion about Araguaia’s proof of Araguaia’s financial capacity issued on October 29, 2019
(xii) Proof of Araguaia’s financial capacity submitted on December 06, 2019
(xiii) ANM opinion favourable to the issuance of mining concession issued on January 29, 2020
(xiv) Decision sending the process to MME issued on January 30, 2020
(xv) Mining concession issued on April 6, 2020
(xvi) Request to come into possession over the mining deposit submitted on May 8th, 2020
(xvii) DUP launched on October 1st 2020
(xviii) Request to postpone the deadline to initiate PAE’s work submitted on October 1st 2020
(xix) Approval of the request to postpone the deadline to initiate PAE’s work published on December 16th 2020
(xx) ANM sent on December 16th, 2020 a notification to the Project Company asking it to present a schedule containing the Project Company’s planned actions up to the date to initiate the PAE’s works.
(xxi) Petition with a schedule containing the Project Company’s planned actions up until the date to initiate the PAE’s works submitted on February 5th, 2021.

N/A = Not Analysed

PROCEEDING: ANM # 850.517/2004

PROJECT: Araguaia

1.1. Documentation and Data Analysis: Cadastro Mineiro and SEI! (March 12, 2020)

1.2. Superintendence/ District: 5th/Pará		1.3. Active: Yes
1.4. Phase: Mining Concession		1.5. Priority Date: 03/09/2004
1.6. Holder: Araguaia Niquel Mineração Ltda.
1.7. Title: -	1.8. Title #: -		1.9. Title Date: -
1.10. Mineral Right Situation: Valid and regular.		1.11. Exploration License Validity: Expired on September 8th, 2012 (the mineral right is still valid and in good standing because the mining concession has been granted)
1.12. Ore: Nickel		1.13. Use: Industrial

34|42
D4Sign 613c24d7-d3d0-4775-80c7-7b3b35271ddf - To confirm subscriptions, go to https://secure.d4sign.com.br/verificar
Document signed electronically, according to MP 2.200-2/01, Art. 10º, §2. Brazil

FREITAS
FERRAZ

PROCEEDING: ANM # 850.517/2004

PROJECT: Araguaia

1.14. City / State: Conceição do Araguaia/PA	1.15. Area: 3208,36ha
1.16. Interference Area: N/A
1.17. Agreement with Surface Rights: N/A
1.18. Technical Lead: Paulo Ilidio de Brito
1.19. Legal Representative: N/A
1.20. Associated Processes: N/A
1.21. Last Assignment Rights Date: -	1.22. Approved by ANM on: -
1.23. Notes (fees, encumbrances etc.):
(i) Partial Exploration Report timely presented on December 14, 2007.
(ii) Positive Exploration Report presented on September 06, 2012 and March 30, 2017.
(iii) Suspended Exploration Report, Art. 30, IV, Mining Code, on February 26, 2013 and October 21, 2016 (temporary suspension – 3 years maximum extension until, respectively, February 26, 2016 and October 21, 2019).
(iv) Approved Final Exploration Report on November 03, 2017.
(v) TAH was paid on July 28, 2005, July 26, 2006, July 25, 2007, January 29, 2010, January 31, 2011, January 31, 2012.
(vii) Payments of fines on June 12, 2009 and October 03, 2011.
(viii) Submission of the mining concession application December 1, 2017.
(ix) Mining easement requested on August 09, 2018.
(x) Confidentiality requested on July 03, 2019.
(xi) ANM’s opinion about Araguaia’s proof of Araguaia’s financial capacity issued on October 29, 2019
(xii) Proof of Araguaia’s financial capacity submitted on December 06, 2019
(xiii) ANM opinion favourable to the issuance of mining concession issued on January 29, 2020
(xiv) Decision sending the process to MME issued on January 30, 2020
(xv) Mining concession issued on April 6, 2020
(xvi) Request to come into possession over the mining deposit submitted on May 8th, 2020
(xvii) DUP launched on October 1st 2020
(xviii) Request to postpone the deadline to initiate PAE’s work submitted on October 1st 2020
(xix) Approval of the request to postpone the deadline to initiate PAE’s work published on December 16th 2020
(xx) ANM sent on December 16th, 2020 a notification to the Project Company asking it to present a schedule containing the Project Company’s planned actions up to the date to initiate the PAE’s works.
(xxi) Petition with a schedule containing the Project Company’s planned actions up until the date to initiate the PAE’s works submitted on February 5th, 2021.
N/A = Not Analysed

35|42

D4Sign 613c24d7-d3d0-4775-80c7-7b3b35271ddf - To confirm subscriptions, go to https://secure.d4sign.com.br/verificar
Document signed electronically, according to MP 2.200-2/01, Art. 10º, §2. Brazil

FREITAS FERRAZ

SCHEDULE III - LITIGATION

D4Sign 613c24d7-d3d0-4775-80c7-7b3b35271ddf - To confirm subscriptions, go to https://secure.d4sign.com.br/verificar Document signed electronically, according to MP 2.200-2/01, Art. 10º, §2. Brazil

36|42

FREITAS
FERRAZ

1. PROCESS 02047.000144/2013-88 (notice of violation 641244-D)
Client position:	Defendant
Other party:	IBAMA
Type of action:	Notice of violation
Jurisdiction:	Gerência Executiva do IBAMA in Marabá
Process number:	02047.000144/2013-88 (notice of violation 641244-D)
Attorney responsible:	Freitas Ferraz Capuruço Braichi Riccio Advogados
Lawsuit filed:	July 04, 2013
Amount in dispute:	BRL 15.050,00 aggravated to BRL 30.100,00
Purpose:	Notice of violation filed by IBAMA to fine Araguaia for alleged obstruction of IBAMA’s supervision in “Fazenda Capivara”.
Probability of loss:	Remote. However, if IBAMA second ruling authority rules in IBAMA’s favour, Araguaia will only have to pay a BRL 30.100,00 fine.
Contingency:	***
Decision:	IBAMA cancelled the notice of violation and determined the shelving of the records in February 19, 2019; this decision, however, does not expressly mention the cancellation of the aggravation of the fine.
Decision on appeal:	Does not apply
Other decisions:	Does not apply
Observations:	It is not possible to estimate when IBAMA’s second ruling authority will render its decision.
Current status:	October 22, 2019 – IBAMA’s first ruling authority ordered IBAMA’s second ruling authority to decide the motion. IBAMA’s second ruling authority decision is pending.
Previous occurrences	May 15, 2019 – Araguaia filed a petition with IBAMA communicating IBAMA’s second ruling authority that IBAMA’s first ruling authority has already rendered a decision cancelling the notice of violation on February 19, 2019.
April 01, 2019 – IBAMA’s first ruling authority ordered IBAMA’s second ruling authority to decide the motion.
March 28, 2019 – IBAMA’s second ruling authority ordered the case decision to be ruled by Mr. Roberto J. Scarpari (IBAMA’s first ruling authority). Note: this decision was mistakenly rendered because IBAMA’s first ruling authority has already rendered a decision cancelling the notice of violation on February 19, 2019.
March 11, 2019 – Araguaia filed a motion with IBAMA asking to clarify whether the decision also cancelled the aggravation of the fine.
February 19, 2019 – IBAMA rendered a decision cancelling the notice of violation.
July 24, 2018 – IBAMA’s notification proof of delivery to Araguaia was attached to the case files.

37|42
D4Sign 613c24d7-d3d0-4775-80c7-7b3b35271ddf - To confirm subscriptions, go to https://secure.d4sign.com.br/verificar
Document signed electronically, according to MP 2.200-2/01, Art. 10º, §2. Brazil

FREITAS
FERRAZ

| | June 20, 2018 – IBAMA ordered the case decision to be ruled by Mr. Roberto J. Scarpari.
June 07, 2018 – Araguaia informed changes in the parent company and one of the subsidiaries companies addresses and presented its articles of organization amendments.
May 14, 2018 – Araguaia submitted its defense against the fine’s aggravation to BRL 30.100,00 and its closing arguments.
May 04, 2018 – Freitas Ferraz registered Bernardo Freitas in IBAMA’s online monitoring system and had access to the case files.
April 19, 2018 – IBAMA sent a notification to Araguaia to present its defense against the notice of violation’s fine’s aggravation and its closing arguments.
July 07, 2016 – Araguaia answered the notice of violation |
| --- | --- |
| Action required | None. |
| 2. PROCESS 02047.000143/2013-33 (notice of violation 641242-D) | |
| --- | --- |
| Client position: | Defendant |
| Other party: | IBAMA |
| Type of action: | Notice of violation |
| Jurisdiction: | Gerência Executiva do IBAMA in Marabá |
| Process number: | 02047.000143/2013-33 (notice of violation 641242-D) |
| Attorney responsible: | Freitas Ferraz Capuruço Braichi Riccio Advogados |
| Lawsuit filed: | July 04, 2013 |
| Amount in dispute: | BRL 130.000,00 aggravated to BRL 260.000,00 |
| Purpose: | Notice of violation filed by IBAMA to fine Araguaia for alleged non-compliance with IBAMA’s embargo of mineral exploration activities in “Fazenda Capivara”. Initially, the fine applied totalled BRL130.000,00. After verifying the existence of a previous environmental notice of violation, IBAMA aggravated the fine into BRL 260.000,00. |
| Probability of loss: | Remote, However, if IBAMA second ruling authority rules in IBAMA’s favour, Araguaia will only have to pay a BRL 260,000,00 fine. |
| Contingency: | *** |
| Decision: | IBAMA cancelled the notice of violation and the fine in October 13, 2016; this decision, however, does not expressly mention the cancellation of the aggravation of the fine. |
| Decision on appeal: | Does not apply |
| Other decisions: | Does not apply |
| Observations: | *** |
| Current status: | IBAMA’s decision is pending. |

D4Sign 613c24d7-d3d0-4775-80c7-7b3b35271ddf - To confirm subscriptions, go to https://secure.d4sign.com.br/verificar
Document signed electronically, according to MP 2.200-2/01, Art. 10º, §2. Brazil

FREITAS
FERRAZ

| Previous occurrences: | June 09, 2017 – Araguaia file a motion with IBAMA asking to clarify whether the decision also cancelled the aggravation of the fine.
July 07, 2016 - Araguaia presented its defense against the aggravation of the fine
May 06, 2016 – Araguaia answered first notice of violation; |
| --- | --- |
| Action required: | None. |

3. PROCESS 1.23.005.000031/2015-55

Client position:	Suspect
Other party:	Federal Prosecutor Office
Type of action:	Civil investigation
Jurisdiction:	Federal Prosecutor Office at Redenção/Pará
Process number:	1.23.005.000031/2015-55
Attorney responsible:	Freitas Ferraz Capuruço Braichi Riccio Advogados
Lawsuit filed:	October 21, 2015
Amount in dispute:	Does not apply
Purpose:	Civil investigation by Federal Prosecutor Office at Redenção/PA to investigate if there is any problem in Araguaia’s environmental studies presented during its environmental licensing process, especially its EIA/RIMA. The investigation is due to a petition filed by Andréia Aparecida Silvério dos Santos, lawyer of a non-governmental organization called “Comissão Pastoral da Terra”. Per Andréia, the EIA/RIMA is not clear as to pointing out the areas that will be affected by the Araguaia’s project, especially those planned to a settlement and rural occupation project conducted by Instituto Nacional de Colonização e Reforma Agrária (INCRA).
Probability of loss:	Does not apply. If Federal Prosecutor Office concludes that Araguaia has caused environmental damage, the Federal Prosecutor Office might file a lawsuit against Araguaia seeking indemnification to recover the environmental damage caused. At the current stage, it is not possible to estimate the possible outcomes because no lawsuit has been filed yet.
Contingency:	Does not apply
Decision:	Does not apply
Decision on appeal:	Does not apply
Other decisions:	Does not apply
Observations:	No new developments in this case since June 2020.
Current status:	June 10, 2020 – Para’s Prosecutor Office at Conceição do Araguaia answered the official notification regarding the administrative proceeding #002973-382/2018.

39|42
D4Sign 613c24d7-d3d0-4775-80c7-7b3b35271ddf - To confirm subscriptions, go to https://secure.d4sign.com.br/verificar
Document signed electronically, according to MP 2.200-2/01, Art. 10º, §2. Brazil

FREITAS
FERRAZ

| Previous occurrences: | June 5, 2020 – The expert informed that the on-site inspection was partially executed in 2019 and that given the number of ongoing works, it was not possible to complete it yet.
May 28, 2020 – Federal Prosecutor Office at Redenção launched official notifications requesting information to (i) Para’s Environmental Agency (SEMAS/PA); (ii) Brazilian Indigenous Foundation (FUNAI); (ii) INCRA; (iii) Para’s Prosecutor Office at Conceição do Araguaia, regarding the administrative proceeding #002973-382/2018. It also requested information to the Federal Prosecutor Office at Redenção’s security and transport expert regarding the on-site inspection.
December 12, 2019 – INCRA answered the official notification.
November 04, 2019 – Federal Prosecutor Office at Redenção launched an official notification requesting information to: Para’s Environmental Agency (SEMAS/PA); Brazilian Indigenous Foundation (FUNAI); and INCRA. It has also extended the deadline of the civil investigation for one more year.
August 29, 2019 – Para’s Prosecutor Office at Conceição do Araguaia answered the official notification indicating Civil Action #0004896-83.2014.8.14.0017’s status (dismissed) (pages 2118-2119). |
| --- | --- |
| Action required: | None. |
| 4. PROCESS 002973-382/2018 | |
| --- | --- |
| Client position: | Suspect |
| Other party: | State Prosecutor Office |
| Type of action: | Administrative proceeding (Notícia de Fato) |
| Jurisdiction: | State Prosecutor Office at Conceição do Araguaia/Pará |
| Process number: | 002973-382/2018 |
| Attorney responsible: | Freitas Ferraz Capuruço Braichi Riccio Advogados |
| Lawsuit filed: | August 22, 2018 |
| Amount in dispute: | Does not apply |
| Purpose: | Administrative proceeding (Notícia de Fato) by State Prosecutor Office at Conceição do Araguaia/Pará to investigate alleged environmental crimes committed within the Araguaia’s Project area. |
| Probability of loss: | Does not apply |
| Contingency: | Does not apply |
| Decision: | Does not apply |
| Decision on appeal: | Does not apply |
| Other decisions: | Does not apply |
| Observations: | If State Prosecutor Office concludes that Araguaia has caused environmental damage, the State Prosecutor Office might file a lawsuit against Araguaia seeking |

40|42
D4Sign 613c24d7-d3d0-4775-80c7-7b3b35271ddf - To confirm subscriptions, go to https://secure.d4sign.com.br/verificar
Document signed electronically, according to MP 2.200-2/01, Art. 10º, §2. Brazil

FREITAS
FERRAZ

	indemnification to recover the environmental damage caused. At the current stage, it is not possible to estimate the possible outcomes because no lawsuit has been filed yet.
Current status:	January 20, 2020 – In response to State Prosecutor Office at Conceição do Araguaia/Pará’s notification, Araguaia submits the technical documents regarding the Project’s installation. No new developments in this case since January 2020.
Previous occurrences:	December 10, 2019 – State Prosecutor Office at Conceição do Araguaia/Pará launches an official notification to Araguaia asking it to present technical documents regarding the Project’s installation.
September 14, 2018 – State Prosecutor Office at Conceição do Araguaia/Pará asked the MPPA’s technical support group (GATI – Grupo de Apoio Técnico Interdisciplinar) to inspect and prepare an opinion about Araguaia’s compliance with the Brazilian Policy on Solid Waste.
November 11, 2017 – Araguaia submits details of Araguaia’s corporate information and Araguaia Project.
November 10, 2017 – Asked by the State Prosecutor Office at Conceição do Araguaia/Pará, inspectors met Mr. Luciano Miguel de Lima to investigate alleged environmental crimes committed within the Araguaia’s Project area (no indications of environmental crime occurrence were found).
Action required:	None.
5. PROCESS 0000744-84.2020.5.08.0118
---	---
Client position:	Defendant
Other party:	Francisco Deuziva de Melo
Type of action:	Labor Claim
Jurisdiction:	Vara do Trabalho at Redenção/Pará
Process number:	0000744-84.2020.5.08.0118
Attorney responsible:	Borja Campos Duarte Sociedade de Advogados
Lawsuit filed:	April 17, 2020
Amount in dispute:	BRL 676.953,23
Purpose:	Lawsuit filed by Francisco Deuziva de Melo, a former employee of Araguaia Níquel Metais Ltda., claiming (i) compensation for his termination; (ii) compensation for moral damages (regarding the alleged work accident and the termination of his contract); (iii) lifelong monthly pension; and (iv) attorney’s fees.
Probability of loss:	Possible
Contingency:	***
Decision:	None
Decision on appeal:	None
Other decisions:	None

41|42
D4Sign 613c24d7-d3d0-4775-80c7-7b3b35271ddf - To confirm subscriptions, go to https://secure.d4sign.com.br/verificar
Document signed electronically, according to MP 2.200-2/01, Art. 10º, §2. Brazil

FREITAS
FERRAZ

Observations:	***
Current status:	December 30, 2020 – Awaiting the expert medical evidence scheduled for February 08, 2021.
Previous occurrences:	November 05, 2020 – A hearing was held, and the Judge ordered the production of expert medical evidence.
August 28, 2020 – The Plaintiff replied Araguaia’s defense.
August 03, 2020 – Araguaia presented its defense and specified the witnesses that intent to hear before the Court.
April 17, 2020 – Plaintiff filed the lawsuit.
Action required:	None.

D4Sign 613c24d7-d3d0-4775-80c7-7b3b35271ddf - To confirm subscriptions, go to https://secure.d4sign.com.br/verificar
Document signed electronically, according to MP 2.200-2/01, Art. 10º, §2. Brazil

FREITAS FERRAZ

SCHEDULE IV - TIMELINE

D4Sign 613c24d7-d3d0-4775-80c7-7b3b35271ddf - To confirm subscriptions, go to https://secure.d4sign.com.br/verificar Document signed electronically, according to MP 2.200-2/01, Art. 10º, §2. Brazil

43|42

FREITAS
FERRAZ

All time references in this Schedule are estimated.
** This schedule is a simplification of the lawsuit procedure.

D4Sign 613c24d7-d3d0-4775-80c7-7b3b35271ddf - To confirm subscriptions, go to https://secure.d4sign.com.br/verificar
Document signed electronically, according to MP 2.200-2/01, Art. 10º, §2. Brazil

Execution Version

SCHEDULE 6: TERM SHEET

Execution version

To: Horizonte Minerals Plc (the "Company")

For the attention of: Jeremy Martin, Simon Retter

October 29, 2021

Re: US$346,200,000 senior secured bank project finance facility (the "Facility") in connection with the Araguaia Ferronickel Project (the "Project") in Brazil.

In connection with the Project the banks and financial institutions party hereto (the "Senior Lenders") are pleased to set out in this letter (the "Commitment Letter") their respective commitment with respect to Tranche A (ECA) and Tranche B (Commercial) (each as defined in the term sheet attached hereto as Annex A (the "Term Sheet")).

1.1 In accordance with the Term Sheet, we are pleased to inform you that Senior Lenders have received credit approval to provide to the Company loans for the financing of the Project up to the following amounts with respect to the Facility:

(a) In respect of BNP Paribas Fortis, US$32,800,000 under Tranche A (ECA) and in respect of BNP Paribas, US$40,000,000 under Tranche B (Commercial);

(b) In respect of ING Bank N.V., US$32,800,000 under Tranche A (ECA) and in respect of ING Capital LLC, US$40,000,000 under Tranche B (Commercial);

(c) In respect of Natixis, New York Branch, US$32,800,000 under Tranche A (ECA) and US$40,000,000 under Tranche B (Commercial);

(d) In respect of Société Générale, US$32,800,000 under Tranche A (ECA) and US$40,000,000 under Tranche B (Commercial); and

(e) In respect of Swedish Export Credit Corporation, US$15,000,000 under Tranche A (ECA) and US$40,000,000 under Tranche B (Commercial), each a "Loan Commitment" and together, the "Loan Commitments".

1.2 Each of the undersigned hereby agrees that the Senior Lenders' agreement to provide the Loan Commitments shall at all times be subject to:

(a) the terms and conditions of the Facility as set out herein and in the Term Sheet;

(b) the negotiation and execution of acceptable definitive legal documentation (including financing agreements, comprehensive intercreditor agreement, and guarantees) acceptable to the parties in their sole discretion;

(d) it not being illegal or unlawful in any applicable jurisdiction for a Senior Lender to fund, provide or maintain a participation in the Facility by reason of any event or circumstance occurring after the date thereof;

(e) completion of ongoing legal, environmental and social and technical due diligence, such due diligence (including of material project documents) satisfactory to the Senior Lenders;

(f) all factual written information supplied by the Company or on its behalf in connection with the Project is, to the best of the Company's knowledge and belief, true and accurate in all material respects as of the date it was supplied; and

UK-#389694840-v3

Execution version

(g) since the date of this Commitment Letter, there not having occurred any event, circumstance, change, occurrence, development or effect that has had or would reasonably be expected to have, individually or in the aggregate, a material adverse effect with regard to the Project, the Borrower, the Sponsor(s), and the Pledgor & Guarantors (each as defined in the Term Sheet).

1.3 This Commitment Letter and the Senior Lenders' obligations hereunder shall expire on the earlier of (a) 31 December 2021 and (b) the execution and delivery of the finance documents as contemplated in the Term Sheet.

1.4 Please confirm that the foregoing is in accordance with your understanding by signing and returning to each of the Senior Lenders the enclosed duplicate of this Commitment Letter, whereupon this Commitment Letter shall constitute a binding agreement between us as of the date set forth above.

1.5 This Commitment Letter shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS COMMITMENT LETTER.

1.6 To the fullest extent permitted by applicable law, each party hereto hereby irrevocably submits to the exclusive jurisdiction of any New York State court or federal court sitting in the County of New York and the Borough of Manhattan in respect of any claim, suit, action or proceeding arising out of or relating to the provisions of this Commitment Letter or the Facility, or any of the transactions contemplated hereby or thereby and irrevocably agree that all claims in respect of any such claim, suit, action or proceeding may be heard and determined in any such court and that service of process therein may be made by certified mail, postage prepaid, to your address set forth above.

[Signatures follow]

UK-#389694840-v3

Yours faithfully,

BNP PARIBAS
as Senior Lender
(Signed) "Antonio Pichardo"

By:
Name: Antonio Pichardo
Title: Director
(Signed) "Carlos Urquiaga"
By:
Name: Carlos Urquiaga
Title: Managing Director

BNP PARIBAS FORTIS
as Senior Lender
(Signed) "Pierre Ceyssens" "Xavier Coulie"

By:
Name: Pierre Ceyssens
Title: Head of Value Preservation Group (VPG), Corporate and Institutional Banking
Xavier Coulie
Specialised Finance Belgium

[Signature Page to Commitment Letter]

ING CAPITAL LLC
as Senior Lender

(Signed) "Remko van de Water"

By:
Name: Remko van de Water
Title: Managing Director
(Signed) "Remco Meeuwis"

By:
Name: Remco Meeuwis
Title: Director

ING BANK N.V.
as Senior Lender

By:
Name:
Title:

[Signature Page to Commitment Letter]

ING CAPITAL LLC
as Senior Lender

By:
Name:
Title:

ING BANK N.V.
as Senior Lender
(Signed) "Anna Rauhala"

By:
Name: Anna Rauhala
Title: Managing Director
(Signed) "Eugene Kock"

By:
Name: Eugène Kock
Title: Director

[Signature Page to Commitment Letter]

NATIXIS, NEW YORK BRANCH
as Senior Lender

(Signed) "David Derrez"

(Signed) "Damien Auguste"

By:
Name: David Derrez
Title: Head of Metals & Mining Americas

Damien Auguste
Director

[Signature Page to Commitment Letter]

SOCIÉTÉ GÉNÉRALE
as Senior Lender

By: _________
Name:
Title:

[Signature Page to Commitment Letter]

SWEDISH EXPORT CREDIT CORPORATION

as Senior Lender

(Signed) "Mariusz Augustynowicz"

(Signed) "David Lindstrom"

By:

Title: Mariusz Augustynowicz
Legal Counsel

David Lindström
Director

[Signature Page to Commitment Letter]

Execution version

We acknowledge and agree to the above:

HORIZONTE MINERALS PLC

(Signed) "Jeremy Martin"

By:
Name: Jeremy Martin
Title: Director

By:
Name:
Title:

ARAGUAIA NIQUFI METALS LTDA

(Signed) "Jeremy Martin"

By:
Name: Jeremy Martin
Title: Director

UK-#389694840-v3

Execution version

Annex A
Term Sheet

UK-#389694840-v3

4838-0701-4335

ENDEAVOUR FINANCIAL

LONDON · GEORGE TOWN · VANCOUVER

HORIZONTE

MINERALS PLC

ARAGUAIA NICKEL PROJECT

BRAZIL

INDICATIVE TERM SHEET

29 September, 2021

Araguaia Nickel Project – Indicative Term Sheet (29 September, 2021)

^{}[]

CONFIDENTIALITY

This proposal is confidential and is not for circulation or publication. The financial arrangements outlined herein are indicative only and are for the benefit and information of the person to whom this document is addressed (the "addressee") and may not be circulated nor shall its contents be disclosed to anyone other than the addressee and its employees, without the prior written consent of Horizonte Minerals Plc.

CONDITIONALITY

This indicative Term Sheet has been compiled as a basis of on-going discussions around the detailed terms of the financing to be provided by the Senior Secured Parties. The terms set out herein are not exhaustive and are designed to provide the parties with a basis on which to negotiate and arrive at a mutually acceptable arrangement for the proposed financing and may include ECA requirements to occur in the course of the Senior Secured Parties' due diligence process.

For the avoidance of doubt, this proposal does not constitute a commitment or an offer to commit to any transaction or financing by the Senior Secured Parties, or any of their holding company or affiliates, based on the terms and conditions described herein to any of the parties involved.

This indicative Term Sheet remains subject to (i) due diligence including but not limited to tax, legal, technical, insurance, social, market, environmental, know-your-customer and compliance of the involved parties to be satisfactory to the MLAs, Senior Secured Parties and the agents, (ii) formal approval by the Senior Lenders' Credit Committees, (iii) formal approval of the transaction by the ECA(s) and the relevant competent country authorities and issuance of ECA guarantees in favour of and satisfactory to the Senior Lenders (other than SEK) and the agents and (v) satisfactory documentation.

The arranging of the herein discussed financing is subject to the non-occurrence, as from the date of the mandate letter, dated as of August 11, 2020, of any events or circumstances which may adversely affect (i) the business, the financial status or the profits of Borrower, Sponsors, Pledgor & Guarantors, or (ii) their capacity to fulfil their respective obligations under the mandate letter agreement, or (iii) the international and/or domestic financial, banking, capital markets or in particular interbank lending markets or (iv) the political, economic and financial situation of Brazil, the United Kingdom, the United States, France, Finland, Denmark or Sweden including any sovereign risk downgrading of Brazil and the United Kingdom, (v) or otherwise jeopardize directly or indirectly the due course of this transaction.

SECTION 1: TRANSACTION PARTIES AND GENERAL INFORMATION

Project	The Araguaia Project ("Araguaia" or the "Project") is a development stage, long-life ferronickel project consisting of the operation of an open-pit mine and processing facility located in the Brazilian state of Pará, approximately 760 km south of the state capital Belém.
Borrower	Araguaia Niquel Metais Ltda.
A corporate organisation chart is set out in Annex 1.
Sponsor(s)	Horizonte Minerals Plc ("Horizonte" or the "Company").
Pledgor & Guarantors¹	Horizonte Minerals Plc, Horizonte Exploration Ltd (UK), Horizonte Minerals (IOM) Ltd, Horizonte Nickel (IOM) Ltd, Araguaia Niquel Metais LTDA.
Horizonte Minerals Plc will provide pre-Project Completion guarantees of the Borrower's obligations.
Mandated Lead Arrangers ("MLAs") and Senior Lenders	BNP Paribas ("BNPP"), ING Capital LLC ("ING"), Natixis, New York Branch ("Natixis"), and Societe Generale ("SG")

¹ Note: Security package remains under ongoing discussions and Pledgor and Guarantor entities to be determined accordingly. At minimum, pledgors and guarantors under the Royalty will also the Pledgors and Guarantors under this structure.

PRIVATE AND CONFIDENTIAL

Araguaia Nickel Project – Indicative Term Sheet (29 September, 2021)

Senior Lender	Swedish Export Credit Corporation ("SEK"), BNP Paribas Fortis, and ING Bank N.V.
Export Credit Agencies ("ECAs")	EKF Denmark's Export Credit Agency ("EKF") and Finnvera plc ("Finnvera")
Senior Secured Parties	Senior Lenders and the ECAs
Facility & Administration Agent ("Facility Agent")	BNPP
Documentation Agent	BNPP
ECA Agent	Natixis
Intercreditor Agent	[Tbc]
Technical Agent	ING
Environmental & Social Agent	SG
Insurance Agent	SG
Collateral Agents	US – [Tbc]
UK – TMF Trustee Limited
Netherlands – Stitchting Security Agent HZM
Brazil - TMF Brasil Administração e Gestão de Ativos Ltda
Account Banks	US – [Tbc]
Brazil – Banco BNP Paribas Brasil SA
Independent Technical Consultant ("ITC")	Micon International Limited
Independent Environmental, Social, Health & Safety Consultant ("IESC")	Arcadis
Independent Insurance Consultant	Willis Limited
Independent Model Consultant	Mazars
Independent Market Consultant	Roskill Consulting Group Ltd
Independent Power Market Consultant	PSR
Borrowers' Legal Advisor	Norton Rose Fulbright LLP

PRIVATE AND CONFIDENTIAL

Araguaia Nickel Project – Indicative Term Sheet (29 September, 2021)

^{}[]

Senior Secured Party Legal Advisors	Milbank LLP, with regard to New York and English law; Machado Meyer Advogados, with regard to Brazilian law; Loyens and Loeff, with regard to Dutch law; Appleby, with regard to Isle of Man law; and [Kromann Reumert (mandate pending)] (with regard to Danish law and the EKF ECA Guarantee). The Senior Secured Parties' may, in consultation with the Borrower, for the Borrower's account, appoint additional Legal Advisors, as necessary, including without limitation Finnish counsel to opine on ECA Guarantees, as applicable.
Finance Documents	Facility documentation, security documents, fee letters, intercreditor documentation, any hedging documents (if any),² accounts control agreements and any direct agreements.
ECA Guarantees	EKF guarantee, Finnvera guarantee and any other ECA guarantee
Material Project Documents³	Material Project Documents will include:
I. Construction Licence;
II. Material equipment supply and construction contracts, including:
a. FLSmidth contract;
b. Metso Outotec contract;
c. Electric furnace contract;
III. EPCM Services contract;
IV. Mining Services contract;
V. Offtake Agreement;
VI. Power purchase agreement;
VII. Port access agreement;
VIII. Royalty agreement.
Construction Period Sources & Use	Uses	US$ million	Sources	US$ million	%
	Total Construction	[428.4]	Equity	[126.3]
	Provisions	[44.2]	Convertible	[75.0]
	Pre-Production Costs	[10.2]	Total	[201.3]
	Total Construction Before W/C and Financing	[482.8]	Senior Debt – Tranche A	[146.2]
	Working Capital	[3.2]	Senior Debt – Tranche B	[200.0]
	Financing Fees and Legal Costs	[15.5]	Total	[346.2]
	Guarantee Fee	[21.2]
	Pre-Production Interest	[16.7]
	Commitment Fees	[8.2]
	TOTAL CAPITAL REQUIRED	[547.5]	TOTAL FUNDING	[547.5]
	Cost Overrun Funding		Cost Overrun Funding
	COF	[45.0]	Debt portion	[25.0]

² Note: Hedging strategy under discussion.
³ Note: Scope and complete list of Material Project Documents subject to determination with ITC.

PRIVATE AND CONFIDENTIAL

Araguaia Nickel Project – Indicative Term Sheet (29 September, 2021)

^{}[]

| | TOTAL USES – Including COF | [592.5] | Equity portion
Total
TOTAL FUNDING – Including COF | [20.0]
[45.0]
[592.5] | |
| --- | --- | --- | --- | --- | --- |

SECTION 2: SENIOR DEBT FACILITY

Facility Type	A United States Dollar denominated senior secured project finance facility (“Senior Debt Facility” together with the COF, collectively, the “Facilities”).
Facility Amount	Senior Debt Facility to be provided to the Borrower in two tranches in an aggregate principal amount of up to US$[346,200,000],^{4} such aggregate principal amount to be allocated between:
Tranche A (ECA): US$[146,200,000]
Tranche B (Commercial): US$[200,000,000]
MLAs and Senior Lenders Allocations	MLAs and Senior Lenders Allocations to be determined following completion of all credit approvals and during documentation.
Credit Commitments	The Borrower seeks that (i) each MLA and Senior Lender to obtain credit approval for at least US$[40,000,000] under Tranche B (Commercial) and (ii) each MLA and Senior Lender to obtain credit approval for at least US$[29,240,000] under Tranche A (ECA).
Purpose	To fund in part the development, construction, commissioning, completion and operation costs of the Project and associated financing costs.
Availability Period	The Senior Debt Facility will be available by way of multiple advances from Financial Close up to the earlier of (1) Project Completion; (2) the day falling [3] years after Financial Close, (3) the Senior Debt Facility being fully drawn and (4) the day falling [60] days before the first repayment date.
Drawings	Utilisations permitted twice in each calendar month. Minimum drawings of US$5,000,000.
Drawings on Tranche A (ECA) shall in principle follow the payments agreed upon in the applicable contract that is the basis of such ECA’s support and may be used to finance i) payment of the ECA premium, ii) subject to any ECA requirements, payment of interest during construction in respect of Tranche A (ECA), and iii) other Project costs.
Conditions to Each Utilisation^{5}	The Facilities Documentation will include Conditions Precedent to drawdown customary and usual for debt facilities of this nature, including but not limited to:
(a) Costs certificate to be provided, verified by the ITC, setting out the costs the loan proceeds will be used for (may be costs already incurred or future costs to be incurred). Borrower to provide invoices or documentation evidencing such costs to allow verification of such costs if reasonably requested to do so by the ITC and to the extent it is practical to do so.

PRIVATE AND CONFIDENTIAL

Araguaia Nickel Project – Indicative Term Sheet (29 September, 2021)

^{}[]

	(b)	There is no cost to complete shortfall.
	(c)	No Default or Event of Default has occurred and is continuing or would result from drawing.
	(d)	No Change of Control.
	(e)	No Material Adverse Effect.
	(f)	ECA Guarantee is effective with minimum 95% cover of political and commercial risks with respect to principal and interest.
	(g)	Evidence that Material Project Documents remain valid and effective.
	(h)	Representations and warranties are true and correct.
	(i)	Use of proceeds.
	(j)	And any other conditions required by the Senior Lenders customary for a transaction of this nature.
	Tenor	Tranche A (ECA): [10.5]6 years
Tranche B (Commercial): [8.5] years
From Financial Close inclusive of the Grace Period. Final tenors to be confirmed upon finalization of the BCFM and subject to ECAs' approval.
Repayment	The amortization schedule shall be sculpted to reflect the Project's cashflow profile, with the repayment profile to be agreed upon finalisation of the BCFM and ECAs' due diligence. The final amortization schedule shall be set out in the loan documentation taking into account the date on which starting point of credit determined by the ECAs.7
Grace Period	Principal repayments to commence on the day falling 3 years8 after Financial Close and in line with ECAs' requirements.
Interest on the Senior Debt Facility shall be serviced from drawdowns during the Grace Period.
Cashflow Waterfall / Distributions9	Subject to there being no existing Event of Default, distributions from the Proceeds Account will be made in the following order of priority:
	I. Payment of operating costs (including royalties, lease costs) and capital costs, as detailed in the Development Plan;
	II. Payment of government taxes and royalties;
	III. Interest and Fees, increased costs and other amounts due under the Senior Debt Facility (including with respect to the ECA Guarantees);
	IV. Scheduled repayments due under the Senior Debt Facility;
	V. Any amounts to be paid into the DSRA;
	VI. Mandatory Prepayments under the Senior Debt Facility;
	VII. Senior Debt Facility Cash Sweep;
	VIII. Interest and Fees, increased costs and other amounts due under the COF;
	IX. repayments under the COF;

PRIVATE AND CONFIDENTIAL

Araguaia Nickel Project – Indicative Term Sheet (29 September, 2021)

^{}[]

| | X. Subordinated debt service payments (if applicable); and
XI. Voluntary Prepayments under the Facilities.
Thereafter, distributions upon satisfaction of distribution conditions (“Distribution Conditions”), which include but are not limited to the following: (i) DSRA is fully funded, (ii) there is no Default outstanding, (iii) Project Completion has occurred, (iv) first scheduled Repayment has occurred; (v) satisfaction of coverage ratio tests, (vi) taking into account the distribution, minimum cash balance in Project Accounts sufficient to cover [45] days of operating costs, and (vii) other conditions to be identified. |
| --- | --- |
| Senior Debt Facility Cash Sweep | In addition to the scheduled Senior Debt Facility repayments (inclusive of DSRA payments), 30% of all Excess Cashflow, to be applied as a mandatory Cash Sweep of the Senior Debt Facility. The mandatory Senior Debt Facility Cash Sweep will be applied to the Senior Debt Facility in inverse order of maturity and may not be re-borrowed.
The Senior Debt Facility Cash Sweep will be shared pro rata among Senior Secured Parties until the obligations under Tranche (B) are fully repaid. Thereafter, the Senior Debt Facility Cash Sweep will be applied solely toward Tranche (A). |
| Mandatory Prepayment | In addition to the Senior Debt Facility Cash Sweep, the Borrower shall apply all proceeds received in relation to the following events toward the Mandatory Prepayment of the Senior Debt Facility (subject to terms and conditions to be agreed in definitive documentation to permit the Borrower to apply the proceeds to replace revenues or reinstate assets in certain cases):
I. 100% of Liquidated Damages;
II. Insurance proceeds received exceeding USD [10] million;
III. Material assets sales proceeds received exceeding USD [10] million;
IV. 100% of amounts received upon termination or cancellation of a Material Project Document; and
V. 100% of expropriation event proceeds.
The Borrower shall prepay the Senior Debt Facility in full upon (i) any ECA Guarantee ceasing to be in full force and effect or (ii) the occurrence of illegality. |
| Voluntary Prepayment | On no less than 10 Business Days prior notice in minimum amounts of USD5,000,000 and in multiples of USD100,000 without penalty when prepayment is made at end of interest period. If voluntary prepayment is made other than at the end of an interest period, then break costs as well as accrued interest to that date will be payable. Any prepayment shall be applied pro rata to Tranche A and Tranche B, and in inverse order of maturity. |
| Debt Service Reserve Account (“DSRA”) | Borrower will establish and maintain a Debt Service Reserve Account with the Account Bank prior to Project Completion. The Debt Service Reserve Account shall be funded prior to Project Completion and at all times with an amount equal to [6] months of scheduled principal payments plus interest on the Senior Debt Facility. |
| Security^{10} | Security for the Facilities customary and usual for debt facilities of this nature, subject to legal due diligence, including, but not limited to:
I. Mortgage of the shares in the Borrower and first ranking security over all of the Project’s assets;
II. Pledge of shares of the Guarantors (other than Horizonte Minerals plc);
III. Assignment of insurance policies and other material contracts (including rights under hedge agreements); |

PRIVATE AND CONFIDENTIAL

^{10}
Note: Security package subject to finalisation of project and transaction structure.

Araguaia Nickel Project – Indicative Term Sheet (29 September, 2021)

^{}[]

| | IV. First registered charge over the DSRA and Proceeds Accounts and other Project Accounts;
V. Pre-Project Completion guarantee;
VI. Accession to security documents and guarantees granted in the context of the royalty; and
VII. Pledge of any expropriation proceeds by the Borrower and shareholders.
is to be granted to and held by the Collateral Agents for the benefit of the Senior Secured Parties. |
| --- | --- |
| Borrower Project Accounts | Borrower accounts to be held with Account Bank:
I. Proceeds account(s) (to receive loan proceeds and to make repayments of the Senior Debt Facility);
II. Construction account(s) – Amounts standing to the credit of the Construction Account shall be used to pay Project costs until commercial operation has been reached;
III. Operating account(s) – Amounts standing to the credit of the Operating Account shall be used to pay Operating Expenses;
IV. Cost overrun account;
V. DSRA;
VI. Insurance proceeds account;
VII. Distribution account.
Currencies and sub-accounts to be finalised. Additional accounts may be required for investment purposes.^{11}
All accounts (other than the Distribution Account) shall be secured in favour of the Security Agent. |
| Arranging Fee | Tranche A (ECA): 1.75% of the Senior Debt Facility Amount.
Tranche B (Commercial): 2.50 % of the Senior Debt Facility Amount. |
| Interest Rate | LIBOR 3 months (or equivalent), subject to a zero floor, plus Applicable Margin.
Standard hardwired NY LIBOR fallback provision (following ARRC guideline) to be included.
All payments are to be made to the Senior Secured Parties free and clear of any present or future taxes, duties etc. irrespective of the jurisdiction. |
| Applicable Margin | Tranche A (ECA):
1.80% for 95% guaranteed programs.
Tranche B (Commercial):
Pre-Project Completion: 4.75 %
Post-Project Completion: 4.25 % with a step up applicable from year 6 through 8 of 0.50%
Interest to be calculated on the balance outstanding of the Senior Debt Facility and payable quarterly in arrears. |
| Commitment Fee | Tranche A (ECA): 40 % of the Applicable Margin
Tranche B (Commercial): 40 % of the Applicable Margin |

PRIVATE AND CONFIDENTIAL

11 Note: To be discussed if other accounts will be needed.

Page 8 -

Araguaia Nickel Project – Indicative Term Sheet (29 September, 2021)

^{}[]

	on the committed and available but undrawn amount, calculated and payable quarterly in arrears.
Default Interest Rate	Interest will be charged on any amounts overdue at the Interest Rate plus 2.00% per annum.
ECA Cost and Premia	Finnvera Premium: 14.5% upfront
Finnvera Handling Fee: US$50,000
EKF Premium: 14.5% upfront
EKF Prepayment Fee: 50% of unused premium amount
EKF Documentation Fee: [1.14]% flat fee payable to EKF, computed on 95% of the total EKF Facility Amount.
SECTION 3: COST OVERRUN FACILITY^{12}
---	---
Cost Overrun Facility ("COF")	The cost overrun funding amount will be comprised of the COF and equity funding support in the amount of US$25,000,000 and US$20,000,000, respectively.^{13}
COF Amount	US$45,000,000^{14}
Tenor	Matching the Tenor of Tranche B (Commercial) of the Senior Debt Facility.
Repayment and Prepayments^{15}	Repayment features under the COF under discussion, with such repayment to be fully subordinated to the Senior Debt Facility and subject to further conditions to be agreed.
Purpose	A facility to be used by Nickel Production Services B.V., as borrower, to make intercompany loans in the form of PPEs to the Borrower to fund the amount of the Cost Overruns in connection with the construction of the Project.

"Cost Overrun" means any Project cost incurred or projected to be incurred which results in the aggregate amount of Project costs incurred or projected to be incurred in relation to the Project, exceeding the aggregate amount of Project costs (including all amounts which are included in the final credit-approved Base Case Financial Model as contingencies relating to Project costs) referred to in the final credit-approved Base Case Financial Model.^{16} |
| Availability of COF | The COF will be available to be drawn from Financial Close up to Project Completion.

The Cost Overrun Facility will be available to be drawn in multiple drawdowns in the event that the Cost to Complete Test shows that remaining amounts available under the Senior Debt Facility together with other committed funding available to the Nickel Production Services B.V. and the Borrower are insufficient to reach Project Completion. |

SECTION 4: CP's, COVENANTS, REP'S & WARRANTIES, EOD's

PRIVATE AND CONFIDENTIAL

Page 9 -

12 Note: HZM/EF/NRF to flush out with details of COF proposal.
13 Note: HZM/EF/NRF to flush out details of convertible notes and equity proposal.
14 Note: Subject to DSU cover.
15 Note: subject to ongoing discussions.
16 Note: To be determined if additional specificity is necessary as to which "Project costs" can be deemed "Cost Overrun".

Araguaia Nickel Project – Indicative Term Sheet (29 September, 2021)

^{}[]

| Conditions Precedent to Financial Close / First Drawdown | The Facility Documentation will include Conditions Precedent for Financial Close and drawdown customary and usual for debt facilities of this nature, including but not limited to:

I. Execution of the Facility Documentation and COF documentation;

II. Execution of all security documents and perfection of all related security interests in favour of the Senior Secured Parties;

III. ECA Guarantees have been issued, are satisfactory to the Senior Lenders (other than SEK) and are effective with minimum 95% coverage of political and commercial risks with respect to principal and interest under the Senior Debt Facility;

IV. Receipt of legal opinions satisfactory to the Agent and Senior Lenders;

V. Payment of all fees, costs and expenses (including of legal counsel);

VI. Receipt of required permits, consents, authorizations and approvals, including certified organizational documents;

VII. Evidence that Project Accounts have been opened and confirmation that the required Equity Contributions have been contributed into a Project Account secured to the Agent and spent prior to drawdown under the Facilities;

VIII. Receipt of the Project Budget, the BCFM, and the Development Plan, all in form and substance satisfactory to the Senior Lenders, and an audit report of the BCFM by an independent auditor (addressing tax assumptions);

IX. Receipt of copies of all Material Project Documents, in form and substance satisfactory to the Senior Lenders, which shall be in full force and effect and no default shall have occurred thereunder;

X. Evidence of sufficient funding available to achieve Project Completion;

XI. Evidence of insurance policies;

XII. Receipt of diligence and consultant reports, including reliance letters;

XIII. Compliance with projected key financial ratios;

XIV. Satisfactory marketing (offtake) arrangements;

XV. Evidence that the Project has been developed in accordance with Equator Principles, applicable IFC Performance Standards and complies with any other environmental and sustainable plan/assessment requirements from ECAs after due diligence;

XVI. Debt and equity portion of the COF to be fully available, and where relevant, to be increased by any cost overrun identified prior to first senior loan disbursement;

XVII. Financial statements;

XVIII. KYC;

XIX. Confirmation from the ECAs that the notification period of the ECA Guarantees pursuant to the OECD consensus agreement has elapsed (without any objection being received); and

XX. Receipt of declarations required by EKF and Finnvera and any other requirements of the ECAs. |
| --- | --- |
| Gearing Ratio | Maximum 70:30% debt:equity gearing ratio will be required as a condition to first draw. All historic equity costs of the Project and royalty proceeds will be included in the calculation of the equity component of the gearing ratio. Equity and royalty proceeds shall be spent prior to Senior Debt Facility’s first drawdown. |

Page 10 -

PRIVATE AND CONFIDENTIAL

Araguaia Nickel Project – Indicative Term Sheet (29 September, 2021)

^{}[]

| Financial Covenants | Such covenants are to be given as are customary for financing of this nature, including Financial Covenants:

Drawdown Ratios:
• Loan Life Cover Ratio >1.80:1;
• Debt Service Cover Ratio >1.50:1;
• Average Debt Service Cover Ratio >1.75:1.

Default Ratios:
• Loan Life Cover Ratio >1.3:1;
• Historic Debt Service Cover Ratio >1.2:1;
• Project Life Cover Ratio >1.75:1;
• Reserve Tail Ratio >30%.

Distribution Ratios:
• Loan Life Cover Ratio >1.5:1;
• Debt Service Cover Ratio >1.5:1;
• Historic Debt Service Cover Ratio >1.4:1;
• Project Life Cover Ratio >1.85:1.

Loan Life Cover Ratio is the NPV of Cash Flow Available for Debt Service discounted at [5.0]% per annum over the Senior Debt Facility term until the scheduled final repayment date divided by the amount outstanding under the Facilities less the amount in the DSRA.

Historic Debt Service Coverage Ratio is Cash Flow Available for Debt Service over the most recent 12 months divided by the debt service (interest, fees and any scheduled principal repayments under the Facilities) over that same 12 months.

The first calculation date for the LLCR and HDSCR will be on the first repayment date of the Senior Debt Facility and quarterly thereafter.

Project Life Cover Ratio is the NPV of Cash Flow Available for Debt Service discounted at [5.0]% per annum over the life of the Project divided by the amount outstanding under the Facilities less the amount in the DSRA.

Reserve Tail Ratio is the forecasted production of nickel from the Project over the remainder of the life of the mine as set forth in the BCFM divided by the nickel originally forecasted to be produced from the Project over the life of the mine in the initial BCFM.

Cash Flow Available for Debt Service means the total revenues of the Borrower less cash operating costs, maintaining capital, lease payments, budgeted exploration, royalties, fees, government charges and taxes. |
| --- | --- |
| Ratio Calculation / Testing Dates | Ratios tested on:
• Financial Close (excluding historic tests);
• The date of Project Completion;
• Quarterly calculation dates after Project Completion as certified by an officer of the Borrower in a compliance certificate duly executed; and
• Distribution dates. |
| Representations and Warranties | The Facility Documentation will include Representations and Warranties typical for a facility of this nature (including with regard to sanctions, anti-corruption and anti-money laundering laws and environmental and social compliance). |

Page 11 -

PRIVATE AND CONFIDENTIAL

Araguaia Nickel Project – Indicative Term Sheet (29 September, 2021)

^{}[]

| General and Information Undertakings | The Facility Documentation will include General (positive and negative) and Information Undertakings typical for a facility of this nature, including but not limited to:

Information Undertakings:

I. Annual financial statements;

II. Annual updates to BCFM and Development Plan (with material changes subject to approval by the Senior Lenders);

III. Quarterly updates to Project Budget;

IV. Monthly project construction then operating reports;

V. On and after the first calculation date, quarterly Compliance Certificate;

VI. Notification of default and material events;

VII. Notice of material deviations from Project Budget;

VIII. Notice of material change to anticipated date of Project Completion;

IX. Notice of material litigation, arbitration or administrative proceeding;

X. Notice of any investigation or proceeding involving violations of sanctions, anti-corruption or anti-money laundering laws;

XI. Any requirement from the ECAs, including E&S requirements.

Positive Undertakings:

I. Maintaining corporate existence; compliance with applicable laws, compliance with sanctions, anti-corruption and anti-money laundering laws;

II. Maintaining ownership and condition of property and assets, including the Project;

III. Compliance in all material respects with material leases, licenses, governmental authorizations, permits and Material Project Documents, which shall be in full force and effect;

IV. Compliance with all applicable environmental Equator Principles, applicable IFC Performance Standards and any other environmental and sustainable plan/assessment requirements from ECAs after due diligence;

V. Use of proceeds;

VI. Maintaining perfection and priority of the Security;

VII. Affording the Senior Secured Parties and the ITC and IESC customary inspection rights of (a) books and records and (b) the Project;

VIII. Maintaining Required Insurance (to be defined), causing the Agent to be named as first loss payee and an additional insured, as applicable, and furnishing copies of all insurance policies to the Senior Lenders;

IX. To cause development and construction of the Project, and to obtain and maintain all required permits, regulatory approvals, and necessary third-party approvals required for the then current stage of development and construction of the Project, in all material respects, in accordance with the then approved Development Plan and Project Budget;

X. Maintaining offtake contracts covering 100% of forecast production through final maturity, in terms satisfactory to the Senior Lenders. |
| --- | --- |

17 Note: All matters relating to environmental and social compliance and deliverables related thereto subject to ongoing review by the Senior Lenders and the IESC, including what specific deliverables will be required as a condition to (i) signing, (ii) funding, (iii) each subsequent funding and (iv) Project Completion.

PRIVATE AND CONFIDENTIAL

Araguaia Nickel Project – Indicative Term Sheet (29 September, 2021)

^{}[]

	Negative Undertakings:
	I. No change of business or organizational documents;
	II. No dissolution or liquidation;
	III. No amalgamation, merger, consolidation, sale or other transaction whereby all or substantially all of the assets of the Borrower become the property of any other person;
	IV. No Debt (to be defined) other than Permitted Debt (to be defined, and to include usual and customary baskets for additional indebtedness, e.g. equipment leases and purchase money security interests*);
	V. No Liens (to be defined) other than Permitted Liens (to be defined, and to include usual and customary liens and encumbrances);
	VI. No Investments (to be defined) other than Permitted Investments (to be defined, and to include investments in the Project);
	VII. No loans or other forms of financial assistance to any other person;
	VIII. Limits on asset sales (subject to usual and customary exceptions to be agreed, but to include sales of inventory in the ordinary course of business and sales of obsolete assets);
	IX. No sale of the Project;
	X. No violations or sanctions, anti-corruption or money-laundering laws;
	XI. No hedging for speculative purposes;
	XII. Restrictions on Distributions, (i.e. except in accordance with Cash Flow Waterfall / Distributions section above);
	XIII. Not amend, assign, transfer or terminate any Material Project Document or enter into any new Material Project Document without Senior Lender consent (provided that the applicable ECA’s consent shall be required for any amendment, assignment, transfer or termination of contracts that are the basis of such ECA’s support); and
	XIV. Limits on transactions with affiliates.
	*Specific Horizonte needs to be discussed / addressed.
Events of Default	The Facility Documentation will include events of defaults customary and usual for debt facilities of this nature, including without limitation:
	I. Non-payment;
	II. Misrepresentation and covenant breach;
	III. Insolvency;
	IV. Business cessation;
	V. Failure to achieve Project Completion;
	VI. DSRA is not fully funded for two consecutive quarters;
	VII. Cross-acceleration;
	VIII. Adverse final judgment;
	IX. Security interests and collateral;
	X. Repudiation, rescission or unenforceability of Facility Documents or Material Project Documents;
	XI. Suspension or abandonment of Project;
	XII. Government control on exchange or export and expropriation and other acts;

PRIVATE AND CONFIDENTIAL

Araguaia Nickel Project – Indicative Term Sheet (29 September, 2021)

^{}[]

| SECTION 5: OTHER TERMS |
| --- |
| Hedging | The Borrower shall be entitled to enter into hedging arrangements in accordance with a pre-agreed hedging policy, which shall include a requirement for the Borrower to have entered into foreign exchange hedges no later than 30 days after the Closing Date.^{19} |
| --- | --- |
| Account Structure | The Borrower will establish and maintain off-shore and on-shore Project Accounts with the Account Banks. All proceeds from product sales from the Project will be deposited into the Off-shore Proceeds Account held with the Account Bank. |
| Base Case Financial Model ("BCFM") | A financial model to be agreed between the Borrower and the MLAs and reviewed and signed off by an independent auditor (including with respect to tax assumptions), which details the Project cash flows, and shall be reviewed by the ITC. Such model shall be based on the Development Plan of the Project (both may be amended from time to time in a manner described below).
The agreed base case pricing to be used in the BCFM are:
Nickel price – USD [14,000] /tonne^{20} |
| Development Plan | A combination of agreed documents detailing the planned development of the Project, including the Project Feasibility Study, the BCFM and the technical (including environmental) due diligence report. It is acknowledged that the Development Plan may be subject to changes, as necessary, with material changes to be subject to consent of the Required Lenders in consultation with the ITC. |
| Project Budget | The then-current budget for the development, construction, commissioning and completion of the Project through Project Completion. |
| Updates to BCFM and Project Budget | BCFM
The Borrower and the Facility Agent will retain a copy of the BCFM for use in producing and verifying its calculations, forecasts, financial ratio testing and compliance certificates.
All assumptions shall be as set out in the BCFM.
The Required Lenders and the Borrower may propose changes to the BCFM which they believe in good faith are required in order to correct any historical data known to be inaccurate or to correct any manifest error in the BCFM. Such proposals must be made in good faith after careful consideration and enquiry, must be reasonable in the circumstances and be consistent with the provision of the Transaction Documents in all respects. The parties shall provide written reasons for its proposed revisions. Any post-Project Completion updates to the BCFM shall reflect the lower |

PRIVATE AND CONFIDENTIAL

Page 14 -

Araguaia Nickel Project – Indicative Term Sheet (29 September, 2021)

^{}[]

| | of (i) the agreed base case pricing and (ii) the market consensus-based pricing to be agreed in the definitive documentation.
Disputes which cannot be settled between the parties within 30 Business Days shall be settled by an independent expert agreed upon and appointed by both parties.
Project Budget
The Borrower may at any time prior to Project Completion deliver to the Facility Agent and the ITC a revised draft construction budget, which shall be consistent with the approved Development Plan. Material amendments may be made to the construction budget if agreed by the Required Lenders and the Borrower (each acting reasonably).
Post Project Completion, delivery of Annual Budget. To the extent the Project’s cash flows are not impacted by more than 5%, the Borrower is entitled to deviate from an approved budget line item by an amount which is no more than 5% of such approved budget line item without consent. |
| --- | --- |
| Equity Contributions / Royalty Proceeds^{21} | The Borrower will contribute at least USD [201.3] million in equity and/or subordinated debt into the Project prior to first drawdown under the Senior Debt Facility. Royalty proceeds shall have been contributed prior to first drawdown under the Senior Debt Facility. |
| Excess Cashflow | Available Cashflow for such period, less:
I. Scheduled principal and interest (including mandatory and voluntary prepayments, break costs and hedge-related amounts) and other finance costs of the Senior Debt Facility, in each case payable under the Facility Documentation;^{22}
II. Funding and releases from the Offshore USD Proceeds Account comprising the DSRA Amount; and
III. An amount equal to anticipated operating costs and permitted capital expenditure over the next 3 months. |
| Facility Documentation | The commitment of the MLAs to financing will be subject to the preparation, execution and delivery of mutually acceptable loan and security documentation and intercreditor / subordination agreement with a subordinated debt facility. Documentation shall contain, inter alia, conditions precedent, representations and warranties, covenants, events of default and other provisions customarily found in loan documentation for facilities of this nature. |
| Financial Close | The date on which the Facility Agent confirm in writing to the Borrower that all Conditions Precedent to Financial Close have either been met to the Facility Agent’s satisfaction or have been appropriately waived. |
| Required Lenders | If (a) there are three or more Senior Lenders and ECAs, Senior Lenders and ECAs holding not less than 66% of the commitments under the Senior Debt Facility, or (b) if there are less than three Senior Lenders and ECAs, all Senior Lenders and ECAs. |
| Assignments | Senior Lenders may assign or transfer their commitments and pro rata portion of the principal outstanding under the Senior Debt Facility, in whole or in part, subject to (a) minimum assignments of not less than USD[5] million, (b) KYC, and (c) if no Event of Default has occurred and is continuing, the prior approval of the Borrower, not to be unreasonably withheld; provided that (i) the Borrower’s approval will not be required for an assignment by a Senior Lender to a Permitted Transferee at any time after the first Utilisation (provided that assignments by a Senior Lender to any other Senior Lender or any Affiliate of any Senior Lender |

PRIVATE AND CONFIDENTIAL

Page 15 -

Araguaia Nickel Project – Indicative Term Sheet (29 September, 2021)

^{}[]

| STATE AND CONFIDENTIAL | shall be permitted without Borrower approval at all times), and (ii) any assignment of any portion of the Tranche A (ECA) shall be subject to (A) the consent of the applicable ECA and (B) the terms of the applicable ECA facility documents. Each assignment will be subject to a recording fee of USD3,500, payable by the assignor to the Agent.

"Affiliate" means, in relation to any person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, and in respect of Natixis also means any members of the Banque Populaire and Caisse d'Epargne networks within the meaning of articles L.512-11, L.512-86 and L.512-106 of the French Monetary and Financial Code (Code Monétaire et Financier).

"Permitted Transferee" means (a) any Senior Lender or any Affiliate of any Senior Lender, (b) any other lending, bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purposes of making, purchasing or investing in loan, securities or other financial assets, (c) an insurer, reinsurer or, to the extent applicable, any other licensed entity subject to the terms of book II of the French Mutual Societies Code (Code de la Mutualité) or to a state entity, securitisation vehicle, and (d) any ECA or a person designated by such ECA; provided that any such Permitted Transferee must have a credit rating of at least S&P BBB-.

"Subsidiary" of a person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such person. |
| --- | --- |
| Participations | Senior Lenders may grant one or more participations in their commitments and pro rata portions of the principal outstanding under the Senior Debt Facility without the approval of the Borrower; provided that such participations shall be at the relevant Senior Lender's cost, shall not delegate or otherwise prevent or condition such Senior Lender's right or discretion to give consents, waivers or approvals under the Facility Documentation and shall not increase the costs under the Senior Debt Facility to the Borrower. |
| Project Completion | The achievement of a series of pre-determined objective completion tests confirmed by the ITC. Project has been constructed in accordance with the Development Plan set out in the feasibility study and other customary conditions have been met. |
| Signing Date | The date of signing by the MLAs, the Borrower and other parties to the transaction of the Facility Documentation. |
| Transaction Documents | Finance Documents and Material Project Documents |
| Indemnity | The Borrower shall indemnify the Agent, the Senior Secured Parties and their respective shareholders, affiliates, directors, officers, employees, agents and representatives (collectively, the "Indemnified Parties") from and against any and all actions, proceedings, claims, losses (other than loss of profit), damages, liabilities and expenses of any kind that may be incurred by or asserted against any of them as a result of or in connection with the Facilities, other than through the gross negligence or wilful misconduct of any Indemnified Party or the breach by the Agent or any Senior Secured Party of its obligations under the Facility Documentation, as determined by a court of competent jurisdiction in a final non-appealable judgment. |
| Expenses | The Borrower shall be responsible for all legal fees, stamp duties and all reasonable and documented out of pocket expenses (including site visits and the appointment of external consultants and legal counsel) incurred in the evaluation, arrangement, negotiation, execution, and implementation of the Facilities, |

PRIVATE AND CONFIDENTIAL

Araguaia Nickel Project – Indicative Term Sheet (29 September, 2021)

	including but not limited to technical due diligence fees, travel expenses, and any other out of pocket costs (with appropriate maximum amounts to be negotiated). These costs are to be paid by the Borrower upon submission of a claim by any Senior Secured Party accompanied by invoices or other documented evidence.
Increased Costs	The loan agreement for the Senior Debt Facility will contain customary provisions protecting the Agent and the Senior Secured Parties in the event of unavailability of funding, illegality, increased costs and break funding costs.
Governing Law	New York law, except for security documents to be executed under local law.

PRIVATE AND CONFIDENTIAL

Araguaia Nickel Project – Indicative Term Sheet (29 September, 2021)

ANNEX 1

GROUP STRUCTURE CHART

PRIVATE AND CONFIDENTIAL

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

CEO
Title

EXECUTED AS A DEED
for and on behalf of
LA MANCHA INVESTMENTS S.À R.L. by
Karim Nasr
Print Name

“Karim Nasr”
Signature

Director
Title

AI assistant

Horizonte Minerals PLC — Capital/Financing Update 2021

46840_rns_2021-11-30_00a0a7bf-977d-41e8-b01c-7ad31ff7c613.pdf

Investment Agreement

CONTENTS

2. Conditions and Completion

Signing

Pre-Completion Matters

Conditions to First Completion

First Completion

Conditions to Second Completion

Second Completion

4. La Mancha Loan Note Issuance

5. La Mancha Escrow Facility

6. Subscription

7. Conditions

8. Pre-Second Completion Matters

9. First Completion

10. Second Completion

11. Warranties and undertakings

11.1 Warranties

12. La Mancha Warranties

Exercise of Anti-dilution Right

Exceptions to Anti-dilution Right

Regulatory Cutback

Annual Adjustment Offer for Incentive Shares

La Mancha Director

18. Undertakings

19. Overriding obligations

20. Termination

21. Further assurance

22. Nature of Agreement

23. Notices

25. General

26. Rights of third parties

27. Costs

28. Confidentiality

Part B – Conditions to issue of La Mancha Convertible Loan Notes

SCHEDULE 2: PRE-SECOND COMPLETION OBLIGATIONS

Schedule 3 : WARRANTIES

1 Information in the Araguaia Fundraising Documents

2 Working capital

3 Financial Information

4 Financial and trading position

5 The Business

6 Disclosure

7 Canadian Base Shelf Prospectus and Canadian Prospectus Supplement

8 Mining Rights

9 Prospecting Rights

10 Scientific and Technical Information

11 Surface Rights

12 Assets

13 Contracts and arrangements

14 Taxation

15 Corporate Criminal Offence

16 Litigation

17 Insolvency and judgments

18 Share capital

19 Intellectual property

20 Corporate capacity

21 Related parties

22 Records and filings

23 Compliance with laws and regulation

24 Environmental Laws

25 Canadian Securities Laws

26 US securities laws

27 Brazilian Legal Opinion

28 Directors' responsibilities

SCHEDULE 4 : LA MANCHA WARRANTIES

SCHEDULE 5: BRAZILIAN LEGAL OPINION

HORIZONTE MINERALS PLC ("HZM")

INTRODUCTION

SUMMARY

I. CORPORATE

I.1. Corporate Aspects of the Project Company

1.2. Typhon’s reorganisation

II. CONTRACTS

II.1. Loan Agreement

II.2. Consulting Agreement

II.3. Orion’s Transaction: Royalty Agreement, Security Agreement and Amendments

Horizonte Minerals PLC Capital/Financing Update 2021