EXECUTION VERSION

AGENCY AGREEMENT

November 24, 2021

Horizonte Minerals Plc
Rex House, 4 – 12 Regent Street
London, United Kingdom SW1Y 4RG

Attention: Jeremy Martin, Chief Executive Officer and Director

Dear Sirs/Mesdames:

BMO Nesbitt Burns Inc., as lead agent (the "Lead Agent"), together with Paradigm Capital Inc., Cantor Fitzgerald Canada Corporation and Cormark Securities Inc. (collectively, the "Agents"), understands that Horizonte Minerals Plc (the "Corporation") proposes to issue and sell, and the Agents hereby agree to offer for sale 126,072,398 ordinary shares in the capital of the Corporation (the "Offered Shares"), on a "best efforts" marketed basis, at a purchase price of $0.12 per Offered Share (the "Offering Price"), for aggregate gross proceeds of $15,128,687.76 (the "Offering").

The Corporation has advised that: (i) it is current in the filing of all materials required to be filed under Canadian Securities Laws (as defined herein) of each of the Reporting Jurisdictions (as defined herein); (ii) it has filed the Base Shelf Prospectus (as defined herein) in each of the Reporting Jurisdictions and the Ontario Securities Commission, as principal regulator, has issued a decision document in respect thereof under NP 11-202 (as defined herein) on behalf of itself and the other Securities Commissions (as defined herein); (iii) it has filed the Preliminary Prospectus Supplement (as defined herein) in each of the Qualifying Jurisdictions as a supplement to the Base Shelf Prospectus in accordance with the requirements of NI 44-101 and NI 44-102 (as such terms are defined herein); and (iv) it is qualified to and shall file, as soon as possible after execution of this Agreement (as defined herein), the Prospectus Supplement (as defined herein) in each of the Qualifying Jurisdictions as a supplement to the Base Shelf Prospectus in accordance with the requirements of NI 44-101 and NI 44-102.

Subject to applicable law, including applicable Securities Laws (as defined herein), and subject to the terms of this Agreement, the Offered Shares may also be distributed outside of Canada in each jurisdiction as mutually agreed to by the Corporation and the Agents where they may be lawfully sold by the Agents without: (i) giving rise to any requirement under the laws of such jurisdiction to prepare and/or file a prospectus, registration statement or document having similar effect; (ii) creating any ongoing compliance or continuous disclosure obligations for the Corporation pursuant to the laws of such jurisdiction; or (iii) imposing any filing fee or other regulatory financial obligation whatsoever on the Corporation.

The Agents shall be entitled to appoint a selling group consisting of other registered investment dealers and brokers (the "Selling Group") in accordance with applicable Securities Laws for the purposes of arranging for Purchasers (as defined herein) of the Offered Shares. Any investment dealer or broker who is a member of any Selling Group formed by the Agents pursuant to the provisions of this Agreement or with whom the Agents have a contractual relationship with respect to the Offering, if any, shall agree with the Agents to comply with the covenants and obligations given by the Agents herein. The fee payable to any such investment dealer or broker who is a member of any Selling Group shall be for the account of the Agents.

In consideration of the services to be rendered by the Agents in connection with the Offering, the Corporation shall pay to the Joint Bookrunners (as defined herein) a base commission equal to $4\%$ of the aggregate gross proceeds from the Offering and the UK Placing (as defined herein), plus a discretionary commission equal to $1\%$ of the aggregate gross proceeds from the Offering and the UK Placing to be divided

between the Joint Bookrunners at the Corporation's sole discretion (collectively, the "Agency Fee"), in accordance with, and as further described in, the UK Placing Agreement (as defined herein). The Agency Fee shall be fully earned, and payable on, the Closing Date.

The following are additional terms and conditions of this Agreement between the Corporation and the Agents:

SECTION 1

DEFINITIONS AND INTERPRETATION

(1) Where used in this Agreement or in any amendment hereto, the following terms have the following meanings, respectively:

"affiliate", "associate", "insider", "material change", "material fact", "misrepresentation" and "person" have the respective meanings ascribed thereto in the Securities Act;

"Agency Fee" has the meaning ascribed thereto in the fifth paragraph of this Agreement;

"Agents" has the meaning ascribed thereto in the first paragraph of this Agreement;

"Agreement" means this Agency Agreement, including all schedules annexed hereto;

"AIM Admission" has the meaning ascribed thereto in the UK Placing Agreement;

"Applicable Laws" means any and all applicable multinational, federal, provincial, state, territorial, municipal, local or other laws, including all statutes, common law, codes, ordinances, decrees, rules, regulations, municipal by-laws, any judicial or administrative interpretation of the foregoing, any judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards, or policies or guidelines of (or issued by) any Governmental Authority, or licences or permits binding on or affecting the person referred to in the context in which the word is used;

"Araguaia Project" means the Araguaia ferronickel project, including all mining rights held by the Corporation and the Material Subsidiaries in relation to the Araguaia Project or any mining rights stated in the Public Record as being held by the Corporation and the Material Subsidiaries and which are part of the Araguaia Project;

"Auditors" means BDO LLP;

"Base Shelf Prospectus" means the final short form base shelf prospectus of the Corporation dated October 29, 2021;

"Business Day" means a day, other than a Saturday, a Sunday or any other day on which the principal chartered banks located in London, United Kingdom, Toronto, Canada or New York, United States are not open for business;

"Canadian Securities Laws" means, collectively, all applicable securities laws of each of the Qualifying Jurisdictions and the respective rules and regulations under such laws together with applicable published instruments, notices and orders of the securities regulatory authorities in the Qualifying Jurisdictions, including the rules and policies of the TSX;

"Claims" has the meaning ascribed thereto in Section 12 hereof;

"Closing" means the completion of the offer and sale of the Offered Shares by the Corporation pursuant to this Agreement;

"Closing Date" means the day on which AIM Admission and the Closing shall occur, being December 22, 2021 or such earlier or later date as may be agreed to in writing by the Corporation and the Lead Agent, each acting reasonably;

"Closing Time" means 8:00 a.m. (Toronto time) on the Closing Date, or such other time on the Closing Date as may be agreed to by the Corporation and the Lead Agent;

"Corporation" has the meaning ascribed thereto in the first paragraph of this Agreement;

"Debt Instrument" means any and all agreements, loans, bonds, notes, debentures, indentures, promissory notes, mortgages, guarantees, security agreements or other instruments evidencing indebtedness (demand or otherwise) for borrowed money or other liability to which the Corporation or any of its subsidiaries is a party or to which their property or assets are otherwise bound and which is material to the Corporation on a consolidated basis, and including all related security documentation;

"Directed Selling Efforts" means "directed selling efforts" as that term is defined in Rule 902(c) of Regulation S promulgated under the U.S. Securities Act and, without limiting the foregoing, but for greater clarity in this Agreement, it means, subject to the exclusions from the definition of directed selling efforts contained in Regulation S, any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Offered Shares and includes the placement of any advertisement in a publication with a general circulation in the United States that refers to the offering of the Offered Shares;

"distribution" means distribution or distribution to the public, as the case may be, for the purposes of Canadian Securities Laws;

"Documents Incorporated by Reference" means all prospectuses, financial statements, related management's discussion and analysis, management information circulars, annual information forms, business acquisition reports, material change reports or other documents filed by the Corporation, whether before or after the date of this Agreement, that are or are required or deemed by applicable Canadian Securities Laws to be incorporated by reference into the Prospectus;

"Funding Package" means the complete funding package of approximately US$633.2 million, plus the open offer of up to US$8 million, currently proposed to be completed by the Corporation as described in the Prospectus;

"General Solicitation" and "General Advertising" mean "general solicitation" and "general advertising", respectively, as those terms are used under Rule 502(c) of Regulation D promulgated under the U.S. Securities Act, including, without limitation, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over television, radio or the Internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising;

"Governmental Authority" means any (i) multinational, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank,

court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign, (ii) subdivision, agent, commission, board or authority of any of the foregoing, (iii) quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under, or for the account of, any of the foregoing, or (iv) any stock exchange or securities regulatory authority;

"including" means including but not limited to;

"Indemnified Party" or "Indemnified Parties" have the meanings ascribed thereto in Section 12 hereof;

"Indemnitor" has the meaning ascribed thereto in Section 12 hereof;

"Investor Presentation" means the investor presentation entitled "Horizonte Minerals Plc – Next Generation Nickel Producer – Corporation Presentation" dated November 2021;

"Joint Bookrunners" means, collectively, the Agents and the UK Placing Agreement Joint Bookrunners;

"Lead Agent" has the meaning ascribed thereto in the first paragraph of this Agreement;

"Losses" has the meaning ascribed thereto in Section 12 hereof;

"marketing materials" has the meaning ascribed thereto in NI 41-101;

"Material Agreements" means any and all contracts, commitments, agreements (written or oral), instruments, leases or other documents, including licences, sub-licenses, supply, manufacturing, licensing, distribution, sales, investment, joint venture or strategic alliance, collaboration, service or consulting agreements or any other similar type agreements, to which the Corporation or any of its subsidiaries is a party or to which their business assets are otherwise bound, and which is material to the Corporation on a consolidated basis;

"Material Property" means the Araguaia Project;

"Material Subsidiaries" means each of the following subsidiaries of the Corporation: (i) Horizonte Exploration Ltd., a corporation existing under the laws of England and Wales; (ii) Horizonte Minerals (IOM) Limited, a corporation existing under the laws of Isle of Man; (iii) Horizonte Nickel (IOM) Limited, a corporation existing under the laws of Isle of Man; and (iv) Araguaia Niquel Metais Ltda., a corporation existing under the laws of Brazil;

"MI 11-102" means Multilateral Instrument 11-102 – Passport System;

"NI 41-101" means National Instrument 41-101 – General Prospectus Requirements;

"NI 44-101" means National Instrument 44-101 – Short Form Prospectus Distributions;

"NI 44-102" means National Instrument 44-102 – Shelf Distributions;

"NP 11-202" means National Policy 11-202 – Process for Prospectus Reviews in Multiple Jurisdictions;

"Offered Shares" has the meaning ascribed thereto in the first paragraph of this Agreement;

"Offering" has the meaning ascribed thereto in the first paragraph of this Agreement;

"Offering Documents" means, collectively, the Base Shelf Prospectus, the Preliminary Prospectus Supplement, the Prospectus Supplement and any Supplementary Material;

"Offering Price" has the meaning ascribed thereto in the first paragraph of this Agreement;

"Ordinary Shares" means the ordinary shares in the capital of the Corporation;

"Passport System" means the system for review of prospectus filings set out in MI 11-102 and NP 11-202;

"Preliminary Prospectus Supplement" means the preliminary shelf prospectus supplement to the Base Shelf Prospectus relating to the distribution of the Offered Shares dated November 23, 2021, including all Documents Incorporated by Reference;

"Prospectus" means, collectively, the Base Shelf Prospectus, as supplemented by the Preliminary Prospectus Supplement and the Prospectus Supplement and any Prospectus Amendment, in each case including all Documents Incorporated by Reference;

"Prospectus Amendment" means any amendment to the Base Shelf Prospectus, the Preliminary Prospectus Supplement or the Prospectus Supplement required to be prepared and filed by the Corporation pursuant to Canadian Securities Laws;

"Prospectus Supplement" means the shelf prospectus supplement to the Base Shelf Prospectus relating to the distribution of the Offered Shares dated the date hereof, including all Documents Incorporated by Reference;

"provide" in the context of sending or making available marketing materials to a potential Purchaser has the meaning ascribed thereto under applicable Canadian Securities Laws, whether in the context of a "road show" (as defined in NI 41-101) or otherwise;

"Public Record" means, collectively, all of the documents which have been filed on www.sedar.com by or on behalf of the Corporation with the Securities Commissions pursuant to the requirements of Canadian Securities Laws;

"Purchasers" means, collectively, each of the purchasers of Offered Shares arranged by the Agents, in connection with the Offering;

"Qualifying Authorities" means, collectively, the securities regulatory authority in each of the Qualifying Jurisdictions;

"Qualifying Jurisdictions" means each of the provinces and territories of Canada, except Québec;

"Reporting Jurisdictions" means each of the provinces and territories of Canada, except Québec;

"Securities Act" means the Securities Act (Ontario);

"Securities Commissions" means, collectively, the securities regulatory authority in each of the Reporting Jurisdictions;

"Securities Laws" means, collectively, Canadian Securities Laws and all applicable securities laws, rules, regulations, policies and other instruments promulgated by the Securities Regulators in any of the Selling Jurisdictions;

"Securities Regulators" means, collectively, the securities regulators or other securities regulatory authorities in the Selling Jurisdictions;

"Selling Group" has the meaning ascribed thereto in the fourth paragraph of this Agreement;

"Selling Jurisdictions" means, collectively, each of the Qualifying Jurisdictions and any other jurisdictions outside of Canada as may be mutually agreed to by the Corporation and the Agents;

"Shareholder Approval" means the resolution of the shareholders of the Corporation approving, among other things, the distribution of Ordinary Shares under the Offering, to be obtained at a duly constituted meeting of the shareholders of the Corporation to be held on December 20, 2021;

"Standard Term Sheet" means the term sheet for the Offering dated November 23, 2021 in the form agreed to between the Corporation and the Lead Agent;

"subsidiary" or "subsidiaries" has the meaning ascribed thereto in the Securities Act;

"Supplementary Material" means, collectively, any Prospectus Amendment, and any amendment or supplemental prospectus or ancillary materials that may be filed or prepared by or on behalf of the Corporation under Securities Laws relating to the distribution of the Offered Shares;

"Transfer Agent" means Computershare Investor Services Inc., in its capacity as transfer agent and registrar in respect of the Ordinary Shares;

"TSX" means the Toronto Stock Exchange;

"UK Placing" means the placing of Ordinary Shares by the UK Placing Agreement Joint Bookrunners pursuant to the UK Placing Agreement;

"UK Placing Agreement" means the placing and open offer agreement dated November 23, 2021 between the Corporation and the UK Placing Agreement Joint Bookrunners;

"UK Placing Agreement Joint Bookrunners" means BMO Capital Markets Limited, Peel Hunt LLP and H&P Advisory Limited;

"United States" means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

"U.S. Affiliate" means a duly registered United States broker-dealer affiliate of an Agent; and

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

(2) Any reference in this Agreement to a section or subsection is a reference to a section or subsection of this Agreement.

(3) All words and personal pronouns relating thereto shall be read and construed as the number and gender of the party or parties referred to in each case required and the verb shall be construed as agreeing with the required word and/or pronoun.

(4) Any reference in this Agreement to $ or to "dollars" shall refer to the lawful currency of Canada, unless otherwise specified.

(5) In this Agreement, a reference to "the knowledge of the Corporation" means to the knowledge, information and belief of the Chief Executive Officer and the Chief Financial Officer of the Corporation after due enquiry.

(6) The following schedule to this Agreement is deemed to be a part hereof and is hereby incorporated by reference herein:

Schedule "A" – Representations and Warranties of the Corporation

SECTION 2 ATTRIBUTES OF THE OFFERED SHARES

The Offered Shares to be sold by the Corporation hereunder shall have the rights, privileges, restrictions and conditions that conform in all material respects to the rights, privileges, restrictions and conditions set forth in the Prospectus.

SECTION 3 FILING OF PROSPECTUS

(1) The Corporation shall:

(a) as soon as practicable after the execution of this Agreement, and in any event no later than 11:00 p.m. (Toronto time) on the date hereof, prepare and file the Prospectus Supplement, including copies of any documents or information incorporated by reference therein, with the Qualifying Authorities, and will have taken all other steps and proceedings that may be necessary in order to qualify the Offered Shares for distribution in each of the Qualifying Jurisdictions by the Agents and other persons who are registered in a category permitting them to distribute the Offered Shares in compliance with Canadian Securities Laws; and

(b) until the date on which the distribution of the Offered Shares is completed, promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Canadian Securities Laws to continue to qualify the distribution of the Offered Shares for sale to the public or, in the event that the Offered Shares have, for any reason, ceased to so qualify, to again so qualify the Offered Shares.

(2) Prior to the filing of any Offering Document, and thereafter, during the period of distribution of the Offered Shares, the Corporation shall have allowed the Agents to participate fully in the preparation of, and to approve the form and content of, such documents and shall have allowed the Agents to conduct all due diligence investigations (which shall include the attendance of applicable management of the Corporation, the Auditors, legal counsel and any experts or other consultants reasonably requested by the Agents at one or more due diligence sessions to be held) which they may reasonably require in order to (i) fulfill their obligations as Agents under Securities Laws, (ii) enable them to avail themselves of a defense to any claim for misrepresentation in the Prospectus, and (iii) enable them to responsibly execute any certificate required to be executed by them in any Offering Document.

SECTION 4

DELIVERIES ON FILING AND RELATED MATTERS

(1) The Corporation shall deliver, or cause to be delivered, to the Agents:

(a) prior to the time of each filing thereof, a copy of the Prospectus Supplement (and any Prospectus Amendment) each signed on behalf of the Corporation, by the persons and in the form signed and certified as required by Canadian Securities Laws;

(b) prior to the time of filing thereof, a copy of any Supplementary Material, or other document required to be filed with or delivered to, the Qualifying Authorities by the Corporation under Canadian Securities Laws in connection with the Offering, including any document incorporated by reference (other than documents already filed publicly with a Securities Commission); and

(c) prior to or concurrently with the filing of the Prospectus Supplement with the Qualifying Authorities, a "long-form" comfort letter of the Auditors, dated the date of the Prospectus Supplement (with the requisite procedures to be completed by such Auditors within two Business Days of the date of such letter), in form and substance satisfactory to the Agents, acting reasonably, addressed to the Agents, the Corporation and the board of directors of the Corporation, with respect to the verification of financial and accounting information contained in the Prospectus (including all Documents Incorporated by Reference) and matters involving changes or developments since the respective dates as of which specific financial information is given therein which letters shall be in addition to the Auditors' consent letter and comfort letter (if any) addressed to the Qualifying Authorities.

Unless otherwise advised in writing, such deliveries shall also constitute the Corporation's consent to the Agents' use of the Offering Documents in connection with the offer and sale of the Offered Shares in compliance with this Agreement and Securities Laws.

(2) The Corporation represents and warrants to the Agents with respect to the Offering Documents that as at their respective dates of delivery to the Agents as set out in Section 4(1) thereof:

(a) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Agents and furnished by them specifically for use in the Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering and the Offered Shares, as required by Canadian Securities Laws;

(b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Agents and furnished by them specifically for use in the Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made; and

(c) except with respect to information and statements relating solely to the Agents and furnished by them specifically for use in the Prospectus, the Prospectus and any

Supplementary Material comply fully with the requirements of Canadian Securities Laws in all material respects.

(3) The Corporation shall cause commercial copies of any Offering Document to be delivered to the Agents without charge, in such quantities and in such cities as the Agents may reasonably request by written instructions as soon as possible after filing the applicable Offering Document, but, in any event on the next Business Day for deliveries to be made within Toronto, Ontario (or for delivery locations outside of Toronto, Ontario on the second Business Day) following filing of the applicable Offering Document. Such deliveries shall constitute the consent of the Corporation to the Agents' use of such documents for the distribution of the Offered Shares in compliance with the provisions of this Agreement and Canadian Securities Laws.

(4) In connection with marketing materials:

(a) each of the Corporation and the Agents have approved the Standard Term Sheet and the Investor Presentation and the Corporation and the Agents have not provided any other marketing materials to any potential investors in connection with the Offering. The only materials provided to potential investors was the Standard Term Sheet, which is a "standard term sheet" (as such term is defined in NI 41-101), and the Investor Presentation;

(b) during and prior to the completion of the period of distribution, the Corporation and the Agents each covenant and agree that they will not provide any potential Purchaser with any marketing materials except for marketing materials that comply with Canadian Securities Laws and the versions (or template versions) of which have been approved in accordance with NI 44-102; and

(c) during and prior to the completion of the period of distribution, the Corporation will, if requested, cooperate with and assist, acting reasonably, the Agents in marketing the Offering, including in connection with the preparation of marketing materials to be used by the Agents in connection with the Offering and will file with and deliver to the Qualifying Authorities such versions (or template versions) which have been approved in writing by the Corporation and the Agents, as may be required by Canadian Securities Laws.

(5) Subject to compliance with Canadian Securities Laws, during the period commencing on the date hereof and until completion of the distribution of the Offered Shares, the Corporation will promptly provide the Agents with drafts of any press releases of the Corporation for review prior to issuance and shall obtain the prior approval of the Lead Agent as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or delayed. If required by Securities Laws, any press release announcing or otherwise referring to the Offering disseminated outside the United States shall include an appropriate notation on the face page substantially as follows: "Not for distribution to the United States news wire services or for dissemination in the United States", and shall include substantially the following language: "This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws."

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SECTION 5

MATERIAL CHANGE

(1) During the period from the date of this Agreement to the completion of the distribution of the Offered Shares, the Corporation covenants and agrees with the Agents that it shall promptly notify the Agents in writing with full particulars of:

(a) any material change (actual, anticipated, contemplated or threatened) in respect of the Corporation considered on a consolidated basis;

(b) any material fact in respect of the Corporation considered on a consolidated basis which has arisen or has been discovered and would have been required to have been stated in any of the Offering Documents had the fact arisen or been discovered on, or prior to, the date of such document; and

(c) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained in the Offering Documents which fact or change is, or may be, of such a nature as to render any statement in such Offering Document misleading or untrue in any material respect or which would result in a misrepresentation in the Offering Document or which would result in any of the Offering Documents not complying (to the extent that such compliance is required) with Securities Laws.

The Corporation shall promptly, and in any event within any applicable time limitation, comply, to the satisfaction of the Agents, acting reasonably, with all applicable filings and other requirements under Canadian Securities Laws as a result of such material fact or change; provided that the Corporation shall not file any Supplementary Material or other document without first providing the Agents with a copy of such Supplementary Material or other document and consulting with the Agents with respect to the form and content thereof. The Corporation shall in good faith discuss with the Agents any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is or could be reasonable doubt whether written notice need be given under this Section 5.

(2) If during the period of distribution of the Offered Shares there shall be any change in Canadian Securities Laws or other laws which results in any requirement to file Supplementary Material, the Corporation will promptly prepare and file such Supplementary Material with the appropriate Qualifying Authorities where such filing is required, provided that the Corporation shall have allowed the Agents and its counsel to participate in the preparation and review of any Supplementary Material.

(3) During the period from the date of this Agreement to the completion of the distribution of the Offered Shares, the Corporation will notify the Agents promptly:

(a) when any supplement to any of the Offering Documents or any Supplementary Material shall have been filed;

(b) of any request by any Securities Commission to amend or supplement the Prospectus or for additional information;

(c) of the suspension of the qualification of the Offered Shares for offering, sale or issuance, as applicable, in any jurisdiction, or of any order suspending or preventing the use of the

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Offering Documents (or any Supplementary Material) or of the institution or, to the knowledge of the Corporation, threatening of any proceedings for any such purpose; and

(d) of the issuance by any Securities Commission or any stock exchange of any order having the effect of ceasing or suspending the distribution of the Offered Shares or the trading in any securities of the Corporation, or of the institution or, to the knowledge of the Corporation, threatening of any proceeding for any such purpose. The Corporation will use its commercially reasonable efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use or any order ceasing or suspending the distribution of the Offered Shares or the trading in any securities of the Corporation and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

SECTION 6

REGULATORY APPROVALS

The Corporation will make all necessary filings, obtain all necessary consents and approvals (if any) and pay all filing fees required to be paid in connection with the transactions contemplated by this Agreement. The Corporation will cooperate with the Agents in connection with the qualification of the Offered Shares for offer and sale under the Canadian Securities Laws and in maintaining such qualifications in effect for so long as required for the distribution of the Offered Shares.

SECTION 7

REPRESENTATIONS AND WARRANTIES OF THE CORPORATION

The Corporation represents and warrants to the Agents, and acknowledges that each of them is relying upon such representations and warranties in connection with the offer and sale of the Offered Shares, as set forth in Schedule "A" attached hereto.

SECTION 8

COVENANTS OF THE CORPORATION

The Corporation covenants and agrees with the Agents, and acknowledges that each of them is relying on such covenants in connection with the offer and sale of the Offered Shares, as follows:

(1) Notification of Filings. The Corporation will advise the Agents, promptly after receiving notice thereof, of the time when the Offering Documents have been filed, as applicable, and receipts, as applicable, therefor have been obtained and will provide evidence reasonably satisfactory to the Agents of each such filing and copies of such receipts.

(2) Standstill and Lock-Up Agreements. The Corporation acknowledges that it is subject to, and agrees to comply with, the standstill and lock-up agreement provisions set forth in the UK Placing Agreement.

(3) Maintain Reporting Issuer Status. The Corporation will use commercially reasonable efforts to maintain its status as a "reporting issuer" (or the equivalent thereof) not in default of the requirements of the Canadian Securities Laws in each of the Reporting Jurisdictions for a period of two years following the Closing Date, provided that the foregoing requirement (i) is subject to the obligations of the directors and officers of the Corporation to comply with their fiduciary duties to the Corporation, and (ii) shall not be required following the completion of a merger, amalgamation, arrangement, business combination or take-over bid pursuant to which the Corporation ceases to be a "reporting issuer" within the meaning of applicable Canadian Securities Laws.

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(4) Maintain Stock Exchange Listing. The Corporation will use commercially reasonable efforts to maintain the listing of the Ordinary Shares (including those issuable pursuant to the Offering) on the TSX or such other recognized stock exchange or quotation system as the Lead Agent may approve, acting reasonably, for a period of two years following the Closing Date, provided that the foregoing requirement (i) is subject to the obligations of the directors and officers of the Corporation to comply with their fiduciary duties to the Corporation, and (ii) shall not be required following the completion of a merger, amalgamation, arrangement, business combination or takeover bid pursuant to which the Corporation ceases to be a "reporting issuer" within the meaning of applicable Canadian Securities Laws.

(5) Validly Issued Offered Shares. The Corporation will ensure that at the Closing Time the Offered Shares are duly and validly issued as fully paid and non-assessable Ordinary Shares.

(6) Stock Exchange Listing. The Corporation will file or cause to be filed with the TSX all necessary documents and will take, or cause to be taken, all commercially reasonable steps to ensure that the Offered Shares have been conditionally approved for listing and for trading on the TSX, subject only to satisfaction by the Corporation of the standard listing conditions, and the Corporation shall thereafter use commercially reasonable efforts to fulfill the standard listing conditions within the time period prescribed by the TSX.

(7) Use of Proceeds. The Corporation will use the proceeds of the Offering in the manner specified in the Prospectus Supplement under the heading "Use of Proceeds".

(8) Consents and Approvals. The Corporation will have made or obtained, as applicable, at or prior to the time of AIM Admission, all consents, approvals, permits, authorizations or filings as may be required by the Corporation under applicable corporate laws, including the Shareholder Approval required in connection with completing the Offering, Securities Laws, Material Agreements, Debt Instruments or otherwise, necessary for the consummation of the transactions contemplated herein, other than customary post-closing filings required to be submitted pursuant to Securities Laws, and the rules of the TSX, which shall be submitted within the applicable time frame.

(9) Closing Conditions. The Corporation will have, at or prior to the time of AIM Admission, fulfilled or caused to be fulfilled, each of the conditions set out in Section 10 thereof.

SECTION 9

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE AGENTS

(1) Each Agent hereby severally, and not jointly, nor jointly and severally, represents and warrants to the Corporation, as follows:

(a) Registration. It is, and will remain so, until the completion of the Offering, appropriately registered under applicable Canadian Securities Laws so as to permit it to lawfully fulfill its obligations hereunder.

(b) Authority. It has good and sufficient right and authority to enter into this Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth herein.

(c) Marketing Materials. It has not provided any marketing materials, other than the Standard Term Sheet and the Investor Presentation, to any potential investors in connection with the Offering.

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(d) Directed Selling Efforts. Neither it nor its U.S. Affiliate, as applicable, nor any of its or their respective affiliates or any persons acting on their behalf (i) have engaged or will engage in any Directed Selling Efforts in the United States with respect to the Offered Shares.

(e) General Solicitation or General Advertising. In connection with offers and sales of Offered Shares, no form of General Solicitation or General Advertising has been or will be used, and neither it, nor its U.S. Affiliate nor any of its or their respective affiliates or any persons acting on their behalf have engaged or will engage in any conduct involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act in connection with the offer or sale of the Offered Shares.

(2) Each Agent also severally covenants and agrees with the Corporation, as follows:

(a) Jurisdictions. During the period of distribution of the Offered Shares by or through the Agents, it will offer and sell the Offered Shares to the public only in the Selling Jurisdictions where they may lawfully be offered for sale upon the terms and conditions set forth in the Offering Documents and this Agreement, either directly or through the Selling Group. It be entitled to assume that the Offered Shares are qualified for distribution in any Qualifying Jurisdiction where a receipt for the Base Shelf Prospectus has been issued.

(b) Compliance with Securities Laws. It will comply with applicable Securities Laws in connection with the offer and sale and distribution of the Offered Shares.

(c) Sales. It will not, directly or indirectly, solicit offers to purchase or sell the Offered Shares or deliver any Offering Document to Purchasers so as to require registration of the Offered Shares or the filing of a prospectus or registration statement with respect to the Offered Shares under the laws of any jurisdiction other than the Qualifying Jurisdictions.

(d) Completion of Distribution. It will use its best efforts to complete the distribution of the Offered Shares as promptly as possible after the Closing Time. It, or through the Lead Agent, will notify the Corporation it has ceased the distribution of the Offered Shares and, within 30 days after the Closing Date, will provide or cause to be provided to the Corporation through the Lead Agent, in writing, with a breakdown of the number of Offered Shares distributed (i) in each of the Qualifying Jurisdictions, and (ii) in any other Selling Jurisdictions.

For additional clarity, notwithstanding anything to the contrary herein, an Agent will not be liable to the Corporation hereunder as a result of any actions or omissions by another Agent.

SECTION 10 CONDITIONS OF CLOSING

The Agents' obligation to complete the Closing pursuant to this Agreement (including the obligation to arrange for the purchase and sale of Offered Shares at the Closing Time) shall be subject to the following conditions having been met at the time of AIM Admission:

(1) Corporate and Securities Laws Opinions of the Corporation. The Agents receiving favourable legal opinions addressed to the Agents, dated as of the Closing Date, from Gowling WLG, United Kingdom legal counsel to the Corporation as to corporate law matters, and Cassels Brock and

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Blackwell LLP, Canadian legal counsel to the Corporation, as to Canadian Securities Laws matters (who may rely, to the extent appropriate in the circumstances, on the opinions of local counsel acceptable to counsel to the Agents, acting reasonably, as to the qualification of the Offered Shares for sale to the public and as to other matters governed by the laws of jurisdictions in Canada other than the provinces in which they are qualified to practice and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers, public and exchange officials or the Transfer Agent), subject to customary assumptions, qualifications and limitations, the forms and substance of which (other than the forms of the opinions of local counsel) have been reviewed and confirmed by counsel to the Agents.

(2) Material Subsidiary Corporate Opinions. The Agents receiving prior to the time of AIM Admission favourable legal opinions addressed to the Agents, dated as of the Business Day prior to the Closing Date, from legal counsel to the Corporation in the jurisdiction of existence of each Material Subsidiary, which counsel in turn may rely, as to matters of fact, on certificates of public officials and officers of the Material Subsidiary substantially in the agreed form under the UK Placing Agreement to the effect set out below:

(a) the Material Subsidiary is a corporation existing under the laws of the jurisdiction in which it exists;

(b) the Material Subsidiary having all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets; and

(3) Title Opinion. The Agents receiving prior to the time of AIM Admission favourable legal opinions addressed to the Agents, dated as of the Business Day prior to the Closing Date, from local counsel to the Corporation as to title matters in respect of the Material Property substantially in the agreed form under the UK Placing Agreement.

(4) Certificates of Good Standing. The Agents receiving prior to the time of AIM Admission a certificate of good standing (or the equivalent) with respect to the Corporation and each Material Subsidiary, each dated within one Business Day prior to the Closing Date (or the latest date available in such jurisdiction if earlier than one Business Day prior to the Closing Date).

(5) Officers' Certificate. The Agents receiving prior to the time of AIM Admission a certificate dated the Closing Date and signed by two senior officers of the Corporation (but without personal liability) as may be acceptable to the Agents, acting reasonably, in form and substance satisfactory to the Agents, acting reasonably, with respect to:

(a) the constating documents of the Corporation;

(b) the resolutions of the directors of the Corporation relevant to the Offering Documents, the sale of the Offered Shares and the authorization of this Agreement and the transactions contemplated herein; and

(6) Officers' Bring Down Certificate. The statements in Section 10(6)(a) through (e) below shall be accurate as of the Closing Date, and the Agents shall have received prior to the time of AIM

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Admission a certificate dated the Closing Date addressed to the Agents and signed by the Chief Executive Officer and the Chief Financial Officer of the Corporation or such other senior officer(s) of the Corporation as may be acceptable to the Agents, certifying for and on behalf of the Corporation and without personal liability, after having made due enquiries, that:

(a) the representations and warranties of the Corporation contained in this Agreement, and in any certificates of the Corporation delivered pursuant to or in connection with this Agreement, are true and correct in all material respects (or, if qualified by materiality, in all respects) as of the time of AIM Admission as if such representations and warranties were made as at the time of AIM Admission, after giving effect to the transactions contemplated hereby;

(b) the Corporation has complied in all material respects with all the covenants and satisfied all of the terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the time of AIM Admission;

(c) no order, ruling or determination having the effect of suspending the sale or ceasing the trading or prohibiting the sale or issuance of the Offered Shares or any other securities of the Corporation (including the Ordinary Shares) has been issued by any regulatory authority and is continuing in effect at the time of AIM Admission and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened by any regulatory authority at the time of AIM Admission;

(d) since the respective dates as of which information is given in the Prospectus up to and including the time of AIM Admission (i) there has been no material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise), prospects or capital of the Corporation on a consolidated basis, and (ii) no transaction has been entered into by the Corporation or any of its subsidiaries which is material to the Corporation on a consolidated basis, other than as disclosed in the Prospectus; and

(e) as at the time of AIM Admission, there has been no change in any material fact (which includes the disclosure of any previously undisclosed material fact) contained in the Prospectus which fact or change is, or may be, of such a nature as to render any statement in the Prospectus misleading or untrue in any material respect or which would result in a misrepresentation in the Prospectus or which would result in the Prospectus not complying with applicable Canadian Securities Laws.

(7) Bring Down Comfort Letter. The Agents receiving prior to the time of AIM Admission a "bring down" comfort letter dated as of the Closing Date from the Auditors, in form and substance satisfactory to the Agents, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing Date the information contained in the comfort letter referred to in Section 4(1)(c) thereof.

(8) Issued and Outstanding Certificate. The Agents receiving prior to the time of AIM Admission a certificate from the Transfer Agent confirming its appointment as transfer agent and registrar of the Corporation and confirming the number of Ordinary Shares issued and outstanding as at the end of business on the Business Day prior to the Closing Date.

(9) No Cease Trade Orders. No order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Offered Shares

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or any of the Corporation's issued securities being issued and no proceeding for such purpose being pending or, to the knowledge of the Corporation, threatened by any securities regulatory authority or the TSX.

(10) Stock Exchange Approval. The Corporation having delivered to the Agents prior to the time of AIM Admission evidence of the approval (or conditional approval) of the listing and posting for trading of the Offered Shares on the TSX, subject only to satisfaction by the Corporation of standard listing conditions.

(11) UK Placing Agreement. The UK Placing Agreement shall remain in full force and effect and the conditions to completion of the transactions contemplated by the UK Placing Agreement shall have been satisfied, other than the conditions in respect of this Agreement and AIM Admission.

(12) Compliance with Covenants. The Corporation complying with all of its covenants and obligations under this Agreement required to be satisfied at or prior to the time of AIM Admission.

(13) Consents and Approvals. The Corporation having delivered to the Agents prior to the time of AIM Admission all consents and approvals, including the Shareholder Approval and any regulatory approvals required, in order to complete the Offering as contemplated herein and to apply the proceeds as set forth in the Prospectus Supplement.

(14) No Exercise of Termination Rights. The Agents not having exercised any rights of termination set forth herein.

(15) Other Documents. The Agents having received such further certificates, opinions of counsel and other documentation from the Corporation as contemplated herein or as otherwise reasonably required and as are customary in a transaction of this nature, provided, however that the Agents or their counsel shall request any additional certificate, opinion or document within a reasonable period prior to the time of AIM Admission that is sufficient for the Corporation to obtain and deliver such certificate, opinion or document.

SECTION 11
CLOSING

(1) Location of Closing. The Offering will be completed electronically, and concurrently at the offices of Cassels Brock & Blackwell LLP in Toronto, Ontario and Bennett Jones LLP in Toronto, Ontario, at the Closing Time.

(2) Securities. At the Closing Time, subject to the terms and conditions contained in this Agreement, the following shall occur: (i) the Lead Agent, on behalf of the Agents, shall pay the aggregate Offering Price for the Offered Shares being issued and sold hereunder, net of the portion of the Agency Fee relating to the aggregate gross proceeds from the Offering (unless otherwise paid in accordance with the UK Placing Agreement) and reasonable expenses of the Agents payable by the Corporation as set out in this Agreement, by wire transfer or such other method of payment acceptable to the Corporation; and (ii) the Corporation shall deliver to the Lead Agent in Toronto, Ontario, the Ordinary Shares in electronic or certificated form, registered as directed by the Agents in writing not less than 24 hours prior to the Closing Time.

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SECTION 12

INDEMNIFICATION AND CONTRIBUTION

(1) The Corporation (the "Indemnitor") hereby agrees to indemnify and hold the Agents, each of their subsidiaries and affiliates, and each of their directors, officers, employees and agents (hereinafter referred to as the "Indemnified Parties") harmless from and against any and all expenses, losses (other than loss of profits), fees, claims, actions (including shareholder actions, derivative actions or otherwise), damages, obligations or liabilities, whether joint or several, and the reasonable fees and expenses of their counsel (collectively, "Losses"), that may be incurred in advising with respect to and/or defending any actual or threatened claims, actions, suits, investigations or proceedings to which the Indemnified Parties may become subject or otherwise involved in any capacity under any statute or common law or otherwise (collectively, "Claims") insofar as such Losses arise out of or are based, directly or indirectly, upon the performance of professional services rendered to the Indemnitor by the Indemnified Parties hereunder, or otherwise in connection with the Offering, the UK Placing or the Funding Package (including the aggregate amount paid in reasonable settlement of any such Claims that may be made against the Indemnified Parties, provided that the Indemnitor has agreed to such settlement), provided, however, that this indemnity shall not apply to an Indemnified Party to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that:

(a) such Indemnified Party was grossly negligent or committed wilful misconduct or any fraudulent act in the course of such performance; and

(b) the Losses as to which indemnification is claimed were directly caused by the gross negligence, wilful misconduct or fraud referred to in (a).

(2) Without limiting the generality of the foregoing, this indemnity shall apply to all Losses and expenses (including reasonable legal expenses) that an Indemnified Party may incur as a result of any Claim that may be threatened or brought against the Indemnified Parties.

(3) If for any reason (other than the occurrence of any of the events itemized in (1)(a) and (b) above), the foregoing indemnification is unavailable to an Indemnified Party or insufficient to hold the Indemnified Party harmless as a result of such expense, loss, claim, damage or liability, the Indemnitor and the applicable Indemnified Parties will contribute to such Loss in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnitor on the one hand and the Indemnified Parties on the other hand, but also the relative fault of the Indemnitor and any Indemnified Party, as well as any relevant equitable considerations; provided that the Indemnitor shall in any event contribute the amount paid or payable by the Indemnified Parties as a result of such Loss only in excess of the portion of the Agency Fee received by the Indemnified Parties and in no event shall any Indemnified Party be required to contribute any amount in excess of the portion of the Agency Fee actually received by it under this Agreement.

(4) The Indemnitor agrees that in case any legal proceeding shall be brought against the Indemnitor, or any Indemnified Party by any Governmental Authority, either domestic or foreign, or any such entity shall investigate the Indemnitor or any Indemnified Party, or any Indemnified Party shall be required to testify in connection therewith or be required to respond to procedures designed to discover information regarding, in connection with, or by reason of the performance of professional services rendered to the Indemnitor by the Indemnified Parties hereunder, or otherwise in connection with the Offering, the UK Placing or the Funding Package, the Indemnified Parties shall have the right to employ their own counsel in connection therewith provided the Indemnified Party acts reasonably in selecting such counsel, and the reasonable fees and expenses of such counsel as

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well as the reasonable costs (including an amount to reimburse the Indemnified Parties for time spent in connection therewith) and out-of-pocket expenses incurred by the Indemnified Parties in connection therewith shall be paid by the Indemnitor as they occur.

(5) Promptly after receipt of notice of the commencement of any legal proceeding against an Indemnified Party, or after receipt of notice of the commencement or any investigation which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Indemnitor, the Indemnified Party will notify the Indemnitor in writing of the commencement thereof, and throughout the course thereof, will provide copies of all relevant documentation to the Indemnitor, will keep the Indemnitor advised of the progress thereof and will discuss with the Indemnitor all significant actions proposed. However, the failure by an Indemnified Party to notify the Indemnitor will not relieve the Indemnitor of its indemnification obligations hereunder. The Indemnitor shall on behalf of itself and any Indemnified Party, as applicable, be entitled (but not required) to assume the defence of any suit brought to enforce such legal proceeding; provided, however, that the defence shall be conducted through legal counsel acceptable to the Indemnified Party, as applicable, acting reasonably, that no settlement of any such legal proceeding may be made by the Indemnitor without the prior written consent of the Indemnified Party, as applicable, and no Indemnified Party, as applicable, shall be liable for any settlement of any such legal proceeding unless it has consented in writing to such settlement, such consent not to be unreasonably withheld. Any such Indemnified Party shall have the right to appoint its or their own separate counsel at the Indemnitor's cost provided: (i) the employment of such counsel has been authorized by the Indemnitor; (ii) the Indemnitor has not assumed the defence and employed counsel therefor promptly after receiving notice of such Claim; or (iii) counsel retained by the Indemnitor or the Indemnified Party has advised the Indemnified Party that representation of both parties by the same counsel would be inappropriate for any reason, including for the reason that there may be legal defences available to the Indemnified Party which are different from or in addition to those available to the Indemnitor or that there is a conflict of interest between the Indemnitor and the Indemnified Party or the subject matter of the Claim may not fall within the indemnity set forth herein (in any of which events the Indemnitor shall not have the right to assume or direct the defence on such Indemnified Party's behalf), provided that the Indemnitor shall not be responsible for the fees or expenses of more than one legal firm in any single jurisdiction for all of the Indemnified Parties.

(6) The indemnity and contribution obligations of the Indemnitor shall be in addition to any liability which the Indemnitor may otherwise have, at common law or otherwise, shall extend upon the same terms and conditions to all Indemnified Parties, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnitor and the Indemnified Parties.

(7) The Indemnitor hereby acknowledges that the Agents act as trustee for the other Indemnified Parties of the Indemnitor's covenants under this indemnity and the Agents agree to accept such trust and to hold and enforce such covenants on behalf of such persons.

(8) The Indemnitor agrees to waive any right the Indemnitor may have of first requiring an Indemnified Party to proceed against or enforce any right, power, remedy or security or claim payment from any other person before claiming under this indemnity.

(9) The foregoing provisions shall survive any termination of this Agreement or the completion of the performance of professional services rendered to the Corporation by the Indemnified Parties hereunder.

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SECTION 13

COMPENSATION OF THE AGENTS

In consideration of the services to be rendered by the Agents in connection with the Offering, the Corporation shall pay to the Joint Bookrunners the Agency Fee, in accordance with, and as further described in, the UK Placing Agreement. The obligation of the Corporation to pay the Agency Fee shall arise at the Closing Time and the portion of the Agency Fee relating to the aggregate gross proceeds of the Offering will be deducted from the gross proceeds of the Offering (unless otherwise paid in accordance with the UK Placing Agreement).

SECTION 14

EXPENSES

Whether or not the purchase and sale of the Offered Shares shall be completed, all reasonable costs and expenses of or incidental to the sale and delivery of the Offered Shares and of or incidental to all matters in connection with the transactions herein shall be borne by the Corporation, including all expenses of or incidental to the issue, sale or distribution of the Offered Shares, the fees and expenses of the Corporation's counsel, Auditors and independent experts, all costs incurred in connection with the preparation of documents relating to the Offering, and the fees and expenses incurred by the Agents, including the fees and disbursements of the Agents' legal counsel, including applicable taxes. The Agents' expenses shall be deducted from the gross proceeds of the Offering payable to the Corporation on Closing, or otherwise shall be immediately payable by the Corporation upon receipt of an invoice at or following the Closing Time.

SECTION 15

ALL TERMS TO BE CONDITIONS

The Corporation agrees that all material terms and conditions contained in this Agreement shall be construed as conditions and complied with insofar as the same relate to acts to be performed or caused to be performed by the Corporation and the Corporation will use its commercially reasonable efforts to cause all such conditions to be complied with and that any material breach or failure by the Corporation to comply with any such material conditions in favour of the Agents that cannot be cured prior to the time of AIM Admission shall entitle the Agents to terminate their obligations under this Agreement by written notice to that effect given to the Corporation prior to the time of AIM Admission. It is understood that the Agents may waive, in whole or in part, or extend the time for compliance with, any of such terms and conditions without prejudice to the rights of the Agents in respect of any such terms and conditions or any other or subsequent breach or non-compliance, provided that to be binding on the Agents any such waiver or extension must be in writing and must not extend the time for performance past the time of AIM Admission.

SECTION 16

TERMINATION BY AGENTS IN CERTAIN EVENTS

(1) Each of the Agents shall be entitled to terminate and cancel, without any liability on its part or on the part of the Purchasers arranged by it, all of its obligations (and those of any Purchasers arranged by it) under this Agreement, by written notice to that effect given to the Corporation and each of the other Agents prior to the time of AIM Admission if:

(a) Material Adverse Change Out – there is a material change or a change in a material fact or new material fact shall arise, or there should be discovered any previously undisclosed material fact required to be disclosed in the Prospectus or any amendment thereto, in each case, that has or would be expected to have, in the opinion the Agents, or any one of them, a material adverse change or effect on the business, affairs, prospects or financial condition

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of the Corporation and its subsidiaries taken as a whole or on the market price or value or marketability of the securities of the Corporation;

(b) Due Diligence Out – the due diligence investigations performed by the Agents or their representatives reveal any material information or fact, which in the opinion of the Agents, or any one of them, is materially adverse to the Corporation or its business, or materially adversely affects the price or value of the Offered Shares;

(c) Regulatory Out – (i) any order to cease or suspend trading in any securities of the Corporation or prohibiting or restricting the distribution of any securities of the Corporation is made, or proceedings are announced, commenced or threatened for the making of any such order, by any Governmental Authority, and such order has not been rescinded, revoked or withdrawn, or (ii) there is an inquiry, action, investigation or other proceeding (whether formal or informal) commenced, announced or threatened or an order made by any Governmental Authority, in relation to the Corporation or any one of its officers or directors (except for any inquiry, action, suit, proceeding, investigation or order based upon activities of the Agents and not upon activities of the Corporation), which in the opinion of the Agents, or any one of them, acting reasonably, operates to prevent or materially restrict the distribution or trading of the Offered Shares or, which in the reasonable opinion of the Agents, or any one of them, materially and adversely affects or would be reasonably expected to materially and adversely affect the market price or value of the Offered Shares;

(d) Disaster Out – there should develop, occur or come into effect or existence any event, action, state, condition (including, without limitation, accident, act of terrorism, disease, virus or plague) or major financial occurrence of national or international consequence, including by way of COVID-19 only to the extent that there are new material adverse developments related thereto on or after the date hereof, or a new or change in any law or regulation which in the opinion of the Agents, or any one of them, acting reasonably, seriously adversely affects or involves or may seriously adversely affect or involve the financial markets or the business, affairs, prospects or financial condition of the Corporation and its subsidiaries taken as a whole or the market price or value or marketability of the Offered Shares;

(e) Market Out – the state of the financial markets in Canada or elsewhere where it is planned to market the Offered Shares is such that in the reasonable opinion of the Agents, or any one of them, the Offered Shares cannot be profitably marketed; or

(f) Breach Out – the Corporation is in material breach of a term, condition or covenant of this Agreement, or any representation or warranty given by the Corporation in this Agreement becomes or is false in any material respect that the Agents, or any one of them, reasonably expect will not be cured prior to the Closing Date.

(2) If this Agreement is terminated by any Agent pursuant to Section 16(1) hereof, there shall be no further liability on the part of such Agent or of the Corporation to such Agent, except in respect of any liability which may have arisen or may thereafter arise in respect of acts or omissions of the Corporation prior to such termination and except under Section 12 and Section 14 hereof.

(3) The right of the Agents to terminate their obligations under this Agreement is in addition to such other remedies as they may have in respect of any default, act or failure to act of the Corporation in respect of any of the matters contemplated by this Agreement.

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SECTION 17

ACTION BY AGENTS

All steps which must or may be taken by the Agents in connection with the closing of the Offering, with the exception of the matters relating to Section 9, any consent to settlement of Claims or proceedings under Section 12, any waiver of any terms and conditions pursuant to Section 15, and matters relating to the termination of any Agent's obligations pursuant to Section 16 hereof, may be taken by the Lead Agent, on behalf of itself and the other Agents, and the execution of this Agreement by the other Agents and by the Corporation shall constitute the Corporation's authority and obligation for accepting notification of any such instruction from, and for delivering the definitive documents constituting the Offered Shares to, or according to the direction of, the Lead Agent. The Lead Agent shall consult with the other Agents with respect to all notices, waivers, extensions or other communications to or with the Corporation.

SECTION 18

NOTICES

Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered:

(a) in the case of the Corporation, to:

Horizonte Minerals Plc
Rex House, 4 – 12 Regent Street
London, United Kingdom SW1Y 4RG

Attention: Simon Retter
Email: [email protected]

with a copy to (which will not constitute delivery):

Cassels Brock & Blackwell LLP
Suite 2100, Scotia Plaza
40 King Street West
Toronto, Ontario M5H 3C2

Attention: Jay King
Email: [email protected]

(b) in the case of the Agents to:

BMO Nesbitt Burns Inc.
One First Canadian Place
4th Floor, P.O. Box 150
Toronto, Ontario M5X 1H3

Attention: John Manning
Email: [email protected]

and to:

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Paradigm Capital Inc.
Suite 2101, 95 Wellington Street West
P.O. Box 55
Toronto, Ontario M5J 2N7

Attention: Andrew Partington
Email: [email protected]

and to:

Cantor Fitzgerald Canada Corporation
181 University Avenue, Suite 1500
Toronto, Ontario M5H 3M7

Attention: Graham Moylan
Email: [email protected]

and to:

Cormark Securities Inc.
Suite 1800, Royal Bank Plaza, North Tower
200 Bay Street
Toronto, Ontario M5J 2J2

Attention: Darren Wallace
Email: [email protected]

with a copy in each case to (which will not constitute delivery):

Bennett Jones LLP
One First Canadian Place
P.O. Box 130
Toronto, Ontario M5X 1A4

Attention: Sander Grieve
Email: [email protected]

The Corporation and the Agents may change their respective addresses for notices by notice given in the manner aforesaid. Any such notice or other communication shall be in writing, and unless delivered personally to the addressee or to a responsible officer of the addressee, as applicable, shall be given by electronic transmission and shall be deemed to have been given when: (i) in the case of a notice delivered personally to a responsible officer of the addressee, when so delivered; and (ii) in the case of a notice delivered or given by electronic transmission on the first Business Day following the day on which it is sent.

SECTION 19 MISCELLANEOUS

(1) Successors and Assigns. This Agreement shall enure to the benefit of, and shall be binding upon, the Agents and the Corporation and their respective successors, permitted assigns and legal representatives.

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(2) Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

(3) Time of the Essence. Time shall be of the essence hereof.

(4) Interpretation. The words "hereunder", "hereof" and similar phrases mean and refer to this Agreement.

(5) Survival. All representations, warranties, covenants and agreements of the Corporation and/or the Agents herein contained or contained in any documents delivered pursuant to this Agreement and in connection with the transactions herein contemplated shall survive the purchase and sale of the Offered Shares and continue in full force and effect for the benefit of the Corporation and the Agents, as the case may be, until the later of: (i) the second anniversary of the Closing Date; and (ii) the latest date under Canadian Securities Laws that any applicable statutory prospectus liability could apply, and the Agents shall not be limited or prejudiced by any investigation made by or on behalf of the Agents in connection with the Offering. Notwithstanding the preceding sentence, Section 12 hereof shall survive the purchase and sale of the Offered Shares and the termination of this Agreement and shall continue in full force and effect for the benefit of the Agents or the Corporation, as the case may be, regardless of any subsequent disposition of the Offered Shares or any investigation made by or on behalf of the Agents with respect thereto without limitation other than any limitation requirements of applicable law.

(6) Electronic Copies. Each of the parties hereto shall be entitled to rely on delivery of a facsimile or PDF copy of this Agreement and acceptance by each such party of any such facsimile or PDF copy shall be legally effective to create a valid and binding agreement between the parties hereto in accordance with the terms thereof.

(7) Severability. If one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision or provisions had never been contained herein.

(8) Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.

(9) Market Stabilization Activities. In connection with the distribution of the Offered Shares, the Agents may effect transactions which stabilize or maintain the market price of the Ordinary Shares at levels other than those which might otherwise prevail in the open market, but in each case as permitted by Canadian Securities Laws. Such stabilizing transactions, if any, may be discontinued by the Agents at any time.

(10) No Fiduciary Duty. The Corporation acknowledges that in connection with the Offering, the Agents: (i) have acted and are acting at arm's length, (ii) are not an agent of, and owe no fiduciary duties to, the Corporation or any other person, (iii) owe the Corporation only those duties and obligations set forth in this Agreement, and (iv) may have interests that differ from those of the Corporation. The Corporation waives to the full extent permitted by applicable law any claims it may have against the Agents arising from an alleged breach of fiduciary duty in connection with the Offering.

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(11) Other Business. The Corporation acknowledges that the Agents and certain of their affiliates: (i) act as an investment fund manager and a trader of, and dealer in, securities both as principal and on behalf of its clients (including managed accounts and investment funds) and, as such, may in the future have, long or short positions in the securities of the Corporation or related entities and, from time to time, may have executed or may execute transactions on behalf of such persons; (ii) may provide research or investment advice or portfolio management services to clients on investment matters, including the Corporation; (iii) may participate in securities transactions on a proprietary basis, including transactions in the Offered Shares or other securities of the Corporation or related entities; and (iv) nothing herein shall restrict their ability to conduct business in the ordinary course and in compliance with applicable laws.

(12) Entire Agreement. This Agreement, together with the UK Placing Agreement, constitute the entire agreement between the parties with respect to the subject matter hereof and shall supersede any and all prior negotiations and understandings in respect of the Offering. This Agreement may be amended or modified in any respect by written instrument only.

(13) Further Assurances. Each of the parties hereto shall do or cause to be done all such acts and things and shall execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this Agreement.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

If this Agreement accurately reflects the terms of the transactions which we are to enter into and are agreed to by you, please communicate your acceptance by executing the enclosed copies of this Agreement where indicated and returning them to us.

Yours very truly,

BMO NESBITT BURNS INC.

By: (signed) "John Manning"
Name: John Manning
Title: Managing Director, Equity Capital Markets

PARADIGM CAPITAL INC.

By: (signed) "Andrew Partington"
Name: Andrew Partington
Title: Managing Director

CANTOR FITZGERALD CANADA CORPORATION

By: (signed) "Elan Shevel"
Name: Elan Shevel
Title: Chief Compliance Officer

CORMARK SECURITIES INC.

By: (signed) "Darren Wallace"
Name: Darren Wallace
Title: Managing Director, Investment Banking

The foregoing is hereby accepted and agreed to by the undersigned as of the date first written above.

HORIZONTE MINERALS PLC

By: (signed) "Simon Retter"
Name: Simon Retter
Title: CFO

[Signature Page to Agency Agreement]

A-1

SCHEDULE "A"

REPRESENTATIONS AND WARRANTIES OF THE CORPORATION

Capitalized words and terms used in this Schedule "A" that are not otherwise defined in this Schedule "A" or in the Agreement to which this Schedule "A" is attached shall have the meaning ascribed to such word or term in the UK Placing Agreement.

Information in the Fundraising Documents

(a) All statements of fact in the UK Fundraising 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 are truly and honestly held and either fairly based upon facts within the knowledge of the Corporation 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 Corporation which are not disclosed in the UK Fundraising Documents or Public Information and which either by their omission would make any statement in the UK Fundraising 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 Corporation or to a Nominated Adviser to the Corporation.

(b) The UK Fundraising Documents, the Public Information and the Articles contain all information which the Corporation considers necessary to enable investors to form a full understanding of the assets and liabilities, financial position, profits and losses and prospects of the Group and of the rights attaching to the Fundraising Shares and the UK Fundraising Documents comply in all respects with the requirements of the relevant Market Rules in the local jurisdiction where such documents will be used and the Offering Documents comply with applicable Canadian Securities Laws in all material respects. There is no information in the Offering Documents not disclosed in the Public Information or UK Fundraising Documents which, if made public, would be expected to have a material effect upon the market price of the Ordinary Shares or upon the Corporation and its Group, or which would require it to make a public announcement under the Market Rules, the Companies Acts 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 announcement, filing or in the Fundraising 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 Corporation, 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 Corporation 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 UK Placing Agreement, the Corporation is not aware (having made all reasonable enquiries) of any non-public fact or circumstance: (i) that, if made public, would be expected to have a material effect upon the market price of the Ordinary Shares or upon the Corporation and its Group, or (ii) which would require it to make a public announcement under the Market Rules, the Companies Acts or any other applicable law and regulations.

(e) The Corporation is not required to produce a prospectus under the Prospectus Regulation Rules made by the Financial Conduct Authority under section 73A of FSMA in respect of the Open Offer.

Working Capital

(f) Having regard to the existing bank facilities available to the Group (including the Credit Approved Commitment Letter) together with the net proceeds of the Fundraising, the Group has sufficient working capital for its present requirements for a period of 12 months from the date of AIM Admission.

(g) The cash flow and working capital projections prepared by the Corporation and requested by, and made available to, the Joint Bookrunners 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 Corporation and other Group Companies of which the Corporation is aware and which the Corporation reasonably considers to be material in the context of the Group. All assumptions on which such projections are based are reasonable and, so far as the Corporation 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.

Financial Information

(h) The Accounts have been prepared in accordance with all applicable laws and on a proper and consistent basis in accordance with International Financial Reporting Standards 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 of the Group and profits and cash flow of the Group for the period ended on the Accounts Date.

(i) The Interim Accounts have been prepared on a basis consistent with the Accounts in accordance with International Financial Reporting Standards (except so far as inappropriate in respect of the preparation of interim financial results) and fairly present the financial position of the Group and profits and cash flow of the Group for the period in respect of which they were prepared.

Financial and Trading Position

(j) The Corporation does not have 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 Fundraising Documents, other than liabilities, obligations, indebtedness or commitments incurred in the normal course of business.

(k) Since the Accounts Date and save as fairly disclosed in the Fundraising Documents or in the Public Information made before the date of this Agreement:

(i) the business of the 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 Corporation is aware likely to give rise to a Material Adverse Change, in the financial or trading position or prospects of the Group;

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

(iv) no 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 Group Company is a party has been terminated or, which falling due for renewal, has not been renewed, and no 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 Group Company has incurred any material liability for Taxation of whatsoever nature otherwise than in the ordinary course of business.

(1) No Group Company has any off balance sheet financing, investment or liability.

(m) All term loans and overdraft facilities of each 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 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 Group. There is nothing known to the Corporation 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.

The Business

(n) The 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 Group and, so far as the Corporation 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 Group Company or, so far as the Corporation is aware, pending or threatened, and all due premiums in respect thereof have been paid.

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

Disclosure

(p) There is no information relating to the Group which the Corporation is required to publish under the Market Rules, MAR, the DTRs, 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.

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Investor Presentation

(q) All statements in the Investor Presentation 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 are truly and honestly held and are either fairly based upon facts within the knowledge of the Corporation 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 Corporation which are not disclosed in the Investor Presentation and which by their omission would make any statement in such Investor Presentation false or misleading and there is no information contained in the Investor Presentation which is material in the context of the UK Placing, the Offering or the Admissions (or any of them) and which is not contained in the UK Placing Announcement or Prospectus, as applicable.

Mining Rights

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

(s) The Mining Rights were executed and have been registered or application for registration has been made in accordance with the laws of Brazil and so far as the Corporation is aware, fully comply with the laws of Brazil.

(t) 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 Group Companies, (other than obligations which are imposed under Brazilian law on all holders of mining rights) and no 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.

(u) So far as the Corporation 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.

(v) The terms of all of the Mining Rights have been fully complied with by the Group Company in all material respects and all payments due from any 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.

(w) The Corporation is not aware of any pending or threatened action, suit, claim or proceeding against the Corporation or any 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.

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

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(y) The "Araguaia North" mining rights as described in the Brazilian Legal Opinion do not affect an area of Brazil which the Corporation currently intends to mine in the first eight years of the Corporation's life of mine plan.

Prospecting Rights

(z) Each of the Prospecting Rights is valid, exclusive, subsisting and enforceable by the 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.

(aa) 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 and, so far as the Corporation is aware, fully comply with the laws of Brazil.

(bb) There are no outstanding obligations under any of the Prospecting Rights which may have caused or may cause material negative consequences for the status of any of the Prospecting Rights or for any of the Group Companies (other than obligations which are imposed under Brazilian law on all holders of prospecting rights) and no 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.

(cc) So far as the Corporation 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.

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

(ee) The Corporation is not aware of any pending or threatened action, suit, claim or proceeding against the Corporation or any 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.

(ff) In respect of Prospecting Rights that are due to expire within the next 12 months, the Corporation 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.

Scientific and Technical Information

(gg) The Corporation is in compliance with the provisions of NI 43-101 in all material respects and has filed all technical reports required thereby, which technical reports remain current as at the date hereof, and, for greater certainty, there has been no change in respect thereof that would require the filing by the Corporation of a new technical report under NI 43-101.

(hh) The technical reports in respect of the Vermelho Project and the Araguaia Project complied in all material respects with the requirements of NI 43-101 at the time of filing thereof.

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(ii) The Corporation 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.

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

(kk) The method of estimating the mineral resources and mineral reserves has been verified by mining experts who are "qualified persons" (within the meaning of NI 43-101), all material assumptions underlying the mineral resource and mineral reserve estimates are reasonable and appropriate, the information upon which the estimates of mineral resources and mineral reserves 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.

Surface Rights

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

(mm) The 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 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.

(nn) So far as the Corporation is aware, the judicial enforcement of all material wayleaves, easements, rights of way and other similar surface rights required for construction of the Araguaia Project are not likely to cause a delay to the timeline for construction as set out in the UK Placing Announcement.

(oo) The Corporation has access to all land required for the construction of the Araguaia Project and for at least ten years of the Corporation's operations as set out in the Corporation's life of mine plan.

Assets

(pp) The Corporation and each Group Company have good and marketable title to all real property and all material personal property owned and necessary to conduct the business now operated by them, in each case, save as disclosed in the UK Placing Announcement and/or the Public Information free and clear of all liens, encumbrances and defects and any real property and buildings held under lease or licence by the Corporation and each 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 Corporation and each Group Company.

(qq) The Corporation has not received notice of and the Corporation has no knowledge of the basis for any claim in each case that might or could materially and adversely affect the right of the Corporation or the Group Companies to use, transfer or otherwise exploit its property or assets.

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Contracts and Arrangements

(rr) Each of the Fundraising Agreements are valid, subsisting, in good standing and in full force and effect, enforceable in accordance with the terms thereof.

(ss) All of the material contracts and commitments (written or oral), instruments, surety bonds, leases and other arrangements which any Group Company is a party or otherwise bound are valid, subsisting, in good standing and in full force and effect, enforceable in accordance with the terms thereof, and, other than those entered into in the ordinary course of business, have been disclosed in the Prospectus or in the Public Information.

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

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

(vv) No 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.

Verification

(ww) The Verification Materials:

(i) have been prepared or approved by persons having appropriate knowledge and responsibility to enable them properly to substantiate such replies; and

(ii) are true and accurate in all respects and not misleading and no material fact has been omitted therefrom.

Taxation

(xx) Each 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 Taxation 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 Corporation is aware, are likely to become the subject of dispute with any Taxation Authority and which would or might be material to the Group.

(yy) No Group Company has received any written assessment or other notification from any Taxation 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

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ordinary course of business of the relevant Group Company since that date and, so far as the Corporation is aware, no such liability (other than as aforesaid) has been incurred by any Group Company in each case as would or might reasonably have a material adverse effect on the financial position of any Material Subsidiary or the Group (taken as a whole).

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

Corporate Criminal Offence

(aaa) The Corporation 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.

(bbb) Neither the Corporation, nor any person acting in the capacity of a person associated with the Corporation, 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 Corporation is aware, there are no circumstances likely to give rise to any such investigation, inquiry or proceedings.

Litigation

(ccc) Save to the extent fairly disclosed in the Fundraising Documents or in the Public Information before the date of this Agreement:

(i) no 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 Group Company; and

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

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

Insolvency and Judgments

(ddd) Save in connection with any solvent reorganisations, no Group Company has taken any action, nor have any other steps been taken or legal proceedings started or threatened against any Group Company for its administration, winding-up, provisional winding-up or dissolution, or for any 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 Group Company or its respective interests, properties, revenues or assets. There is no unfulfilled or unsatisfied judgment or court order outstanding against any Group Company.

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

Share Capital

(fff) The authorized capital of the Corporation consists of an unlimited number of Ordinary Shares, of which 1,700,155,740 Ordinary Shares are in issue as of the date of this Agreement, and such Ordinary Shares are validly issued and fully paid and none of such Ordinary Shares of the Corporation have been issued in violation of the pre-emptive or similar rights of any securityholder of the Corporation or of any other person.

(ggg) All sums due in respect of the issued share capital of each Group Company have been paid to and received by such Group Company and save as set out in the Offering Documents, 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 Group Company now or at any time hereafter. None of the owners or holders of any of the share capital of any Group Company has any rights, in his capacity as such, in relation to the Group other than as set out in the articles of association or constitution of such Group Company. Compliance has been made with all legal requirements in connection with the formation of the Corporation and all issues and grants of shares, debentures, notes, mortgages or other securities of the Corporation and of its subsidiaries. The Corporation has applied for the Fundraising Shares to be admitted to CREST and the Articles permit such shares to be held in uncertificated form.

(hhh) The Fundraising 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 date of AIM Admission.

(iii) Subject to the approval of the Resolutions at the General Meeting, the Corporation has, or will have, power and authority to allot and issue the Fundraising Shares, the Open Offer Shares and the Glencore Subscription Shares and to effect the Offering, the UK Placing, the Cornerstone Subscriptions and the Open Offer in the manner proposed and to enter into and perform this Agreement, the UK Placing Agreement and all arrangements relating to the Offering, the UK Placing, the Cornerstone Subscriptions, the Open Offer, the Offtake Agreement, the Convertible Loan Note Instruments, the Cost Overrun Facility Term Sheet and the Vermelho Royalty Agreement without any further authorisation, sanction or consent by members of the Corporation or any class of them or any other person and, subject as aforesaid, there is no authorisation, approval, consent or licence required by the Corporation for the issue of the Fundraising Shares, the Open Offer Shares and the Glencore Subscription Shares, the entry into and performance of this Agreement, the UK Placing Agreement or to effect the Offering, the UK Placing, the Cornerstone Subscriptions, the Open Offer, the Offtake Agreement, the Convertible Loan Note Instruments, the Cost Overrun Facility Term Sheet and the Vermelho Royalty Agreement which has not been unconditionally and irrevocably obtained and remains and will at all times remain in full force and effect.

(jjj) Neither the creation and issue of the Fundraising Shares, the Open Offer Shares and the Glencore Subscription Shares nor the performance of this Agreement nor the UK Placing Agreement nor any of the Offtake Agreement, the Cornerstone Subscription Agreements, the Convertible Loan Note Instruments, the Cost Overrun Facility Term Sheet and the Vermelho Royalty Agreement by the Corporation will infringe any borrowing limits, or any power, restrictions, or term of any

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contract, debenture, security, obligation, commitment or arrangement of any Group Company or any of its properties, revenues or assets.

Intellectual Property

(kkk) Each Group Company has taken all steps reasonably necessary to protect all intellectual property rights currently used by each 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 Group Company which would preclude any 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 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 Group Company is aware, has there been any infringement by any Group Company of intellectual property rights held by third parties. For the purposes of this paragraph, "intellectual property rights" shall mean registered designs, trade marks 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.

Corporate Capacity

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

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

(nnn) The Corporation and each 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 Fundraising Documents.

(ooo) Subject to the passing of the Resolutions, the Corporation and the Directors have power, under the Articles or pursuant to resolutions duly passed in general meeting, to allot and issue the Fundraising Shares in accordance with the arrangements provided for in this Agreement, the UK Placing Agreement and the Cornerstone Subscription Agreements and to pay the fees, commissions and expenses provided for in this Agreement and the UK Placing Agreement in accordance with such agreements and to enter into, perform all the obligations and complete all the arrangements contemplated by each of this Agreement, the UK Placing Agreement, the Cornerstone Subscription Agreements, the Offtake Agreement, the Convertible Loan Note Instruments, the Cost Overrun Facility Term Sheet and the Vermelho Royalty Agreement in accordance with its terms without any further sanction or consent by members of the Corporation or any class of them, and all other authorisations, approvals, consents and licences required for the entering into of this Agreement, the UK Placing Agreement, the Cornerstone Subscription Agreements, the Offtake Agreement, the Convertible Loan Note Instruments, the Cost Overrun Facility Term Sheet and the Vermelho Royalty Agreement have been obtained and remain in full force and effect.

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(ppp) The execution of this Agreement and the performance of the transactions contemplated hereby, including the execution and delivery of any ancillary documents related thereto, have been authorized by all necessary corporate action of the Corporation and upon the execution and delivery thereof shall constitute valid and legally binding obligations of the Corporation enforceable against the Corporation, in accordance with their terms, subject to bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights generally and except as limited by the application of equitable remedies which may be granted in the discretion of a court of competent jurisdiction and that the enforcement of the rights to indemnity, contribution and waiver of contribution set out in this Agreement may be limited by applicable law.

(qqq) The execution of, and performance by the Corporation of its obligations under, this Agreement and the UK Placing Agreement, the publication and distribution of the Fundraising Documents, the issue and allotment of the Fundraising Shares in accordance with this Agreement, the UK Placing Agreement and the Cornerstone Subscription Agreements and the granting of permission to admit the Fundraising Shares to trading on AIM and the TSX and the entry into and performance of the Cornerstone Subscription Agreements, the Offtake Agreement, the Convertible Loan Note Instruments, the Cost Overrun Facility Term Sheet and the Vermelho Royalty Agreement will comply in all respects (or, in the case of applicable Canadian Securities Laws, in all material respects) with the Companies Acts, the Market Rules, FSMA, the Financial Services Act, the DTRs (to the extent applicable) and the disclosure requirements, the AIM Rules for Companies and/or all other applicable laws and regulations and all agreements to which each 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 board of directors, or result in the imposition or variation of any rights or obligations on any such company.

Related Parties

(rrr) There are:

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

(ii) no debts owing by the Corporation 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.

(sss) Save as disclosed in the Public Information, there are no existing contracts or arrangements to which a 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 Group taken as a whole.

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

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Records and Filings

(uuu) The register of members and other statutory books and registers of each 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 Group Company.

(vvv) So far as the Corporation is aware, all returns and particulars, resolutions and other documents required to be filed with or delivered to the Registrar of Companies pursuant to the Companies Acts or any analogous registry or authority in each 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 Group Company.

(www) 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 Market Rules (or other applicable laws) have been properly and correctly made up and duly filed or delivered by or on behalf of each Group Company.

(xxx) All information required to be announced by the Corporation through a Regulatory Information Service or pursuant to the Market Rules has been so announced and all such information was when announced true and accurate in all material respects and not misleading.

(yyy) All information which has been prepared by the Group relating to the Group and its business, properties and liabilities and provided to the Joint Bookrunners, including, for greater certainty, the Agents, including all financial, marketing, sales and operational information provided to the Joint Bookrunners is, as of the date of such information, true and correct in all material respects, and no fact or facts have been omitted therefrom which would make such information materially misleading.

Compliance with Laws and Regulation

(zzz) Neither any Group Company nor, so far as the Corporation 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 is reasonably likely to lead to any material future liability or punishment of any Group Company, and no claim that any such officer or company has committed any such act or breach, or is liable, remains outstanding.

(aaaa) Save for any statutory audit or inspection carried out on a regular basis and in the ordinary course of business, no 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 Group Company and the Corporation is not aware of any circumstances which would give rise to any such investigation or inquiry.

(bbb) Each Group Company has conducted and is conducting its business in compliance with the laws and regulations of those countries where it operates including those in respect of anti-corruption, anti-bribery and any economic, financial, political, legal and other sanctions imposed by the United States, Canada, European Union or other relevant country or international organisation or court orders, and has not received a notice of non-compliance, or knows of, or has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws or regulations which would have a Material Adverse Change.

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(cccc) The Corporation 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 the Corporation.

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

(eeee) The Corporation has complied with its obligations under Market Rules in all material respects.

(ffff) No 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 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).

(gggg) At all times in the five years preceding the date of this Agreement, no Group Company nor any of their respective directors, officers or employees nor, to the knowledge of the Corporation, any agent, affiliate or other person associated with or acting on behalf of any 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, the Corruption of Foreign Public Officials Act (Canada) 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-Corruption Laws; 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. Each Group Company has instituted, and maintains and enforces, policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and Anti-Corruption Laws.

(hhhh) The operations of each Group Company are and have been conducted at all times in compliance in all material respects with applicable financial record-keeping and reporting requirements, including those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the applicable anti-money laundering statutes of all jurisdictions where any Group Company conducts business,

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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 Group Company with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Corporation, threatened.

(iii) No Group Company nor any of their respective directors or officers nor, to the knowledge of the Corporation or the Directors, any employee, agent, or affiliate or other person associated with or acting on behalf of any Group Company is currently the subject or the target of any sanctions administered or enforced by the U.S. Government (including, without limitation OFAC or the U.S. Department of State and including, without limitation, the designation as a "specially designated national" or "blocked person"), the United Nations Security Council, the European Union, Her Majesty's Treasury, or other relevant sanctions authority (collectively, "Sanctions"), nor is any 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").

(iii) For the past five years, each 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.

(kkkk) Neither the Corporation nor any member of the Group, nor any director, officer or employee, nor, to the knowledge of the Corporation or its Directors, any agent or representative of the Corporation 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 Corporation and its subsidiaries and associates have conducted their businesses in compliance with applicable Anti-Corruption 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.

Environmental Laws

(111) Each Group Company is and has been in compliance in all material respects with all applicable Environmental Laws and the terms of all Environmental Licences. No Group Company has received written notice or communication that it may be in violation of any Environmental Law or that any Environmental Licence may be subject to modification or revocation in any way which would be material in the context of the business of the Group.

(mmmm) There are no material pending or, so far as the Corporation 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 Corporation or any other Group Company. So far as the Corporation 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

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Corporation or any Group Company relating to Environmental Laws which would be material in the context of the business of any Material Subsidiary or the Group.

Canadian Securities Laws

(nnnn) The Corporation is a reporting issuer (within the meaning of the Canadian Securities Laws) or the equivalent in each of the provinces and territories of Canada, other than Québec.

(oooo) The Corporation is not in default of any of the requirements of the Canadian Securities Laws and the Corporation is not included on a list of defaulting reporting issuers maintained by the securities regulatory authorities of any of the provinces or territories of Canada in which it is a reporting issuer.

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

(qqqq) The Corporation is in compliance with its timely and continuous disclosure obligations under Canadian Securities Laws and, without limiting the generality of the foregoing, there has not occurred any material adverse change, financial or otherwise, in the assets, liabilities (contingent or otherwise), business, financial condition or capital of the Corporation or the ability of the Corporation to perform its obligations under this Agreement or any ancillary documents which has not been publicly disclosed on a non-confidential basis and all the statements set forth in the Public Record are true, correct and complete in all material respects and do not contain any misrepresentation as of the date of such statements and the Corporation has not filed any confidential material change reports since the date of such statements.

(rrrr) The Corporation is eligible to file a prospectus in the form of a short form prospectus under NI 44-101 and a short form prospectus in the form of a base shelf prospectus under NI 44-102 in each of the Qualifying Jurisdictions pursuant to Canadian Securities Laws and to otherwise avail itself of the rules and procedures for shelf prospectuses established under NI 44-102 with respect to the distribution of the Offered Shares.

(ssss) On the date of and upon filing of the Prospectus Supplement, there will be no documents required to be filed under the Canadian Securities Laws in connection with the issue of the Offered Shares pursuant to the Prospectus and this Agreement that will not have been filed as required other than (i) the submission to the TSX of the application for TSX Admission and any documents required to be filed pursuant to the conditional approval letter of the TSX issued in respect thereof; and (ii) post-Closing filings.

(tttt) The Base Shelf Prospectus complies with, and the Prospectus Supplement and Supplementary Material will, as of their respective dates, comply in all material respects with, all applicable requirements of Canadian Securities Laws, including NI 44-101 and NI 44-102.

(uuuu) The Base Shelf Prospectus and, prior thereto, a preliminary short form base shelf prospectus, as amended and restated, regarding the issue and sale of Ordinary Shares, warrants, subscription receipts, debt securities and units of the Corporation, have been filed with each of the Securities Commissions, and receipts therefor have been issued or deemed to be issued by or on behalf of each of the Securities Commissions, which receipts continue to be effective.

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(vvvv) The Prospectus contains no misrepresentation and, together with all of the information incorporated by reference in the Prospectus, constitutes, full, true and plain disclosure of all material facts relating to the Corporation and the Offered Shares (excluding information and statements relating solely to the Agents and/or provided in writing by the Agents) and complies, in all material respects with Canadian Securities Laws.

(wwww) The Corporation has not completed any "significant acquisition", "significant disposition" nor is it proposing any "probable acquisitions" (as such terms are defined in National Instrument 51-102 – Continuous Disclosure Obligations) that would require the inclusion of any additional financial statements or pro forma financial statements in the Prospectus pursuant to Canadian Securities Laws.

(xxxx) The provisions of the Ordinary Shares conform, in all material respects, with the description thereof contained in the Prospectus Supplement under the heading "Description of Securities Being Distributed".

(yyyy) On the date of issue, the Offered Shares will be qualified investments under the Income Tax Act (Canada) and the regulations thereunder as in effect on the date hereof, for a trust governed by a registered retirement savings plan, a registered retirement income fund, a deferred profit sharing plan, a registered education savings plan, a registered disability saving plan and a tax-free savings account each as defined in the Income Tax Act (Canada), subject to the specific provisions of any such plan.

(zzzz) To the extent required by Canadian Securities Laws, the Corporation maintains 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 International Financial Reporting Standards 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.

(aaaaa) At all relevant times the Corporation's auditors who audited the Accounts are and have been independent public accountants as required under Canadian Securities Laws and there has never been a reportable event (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations) between the Corporation and any of the Corporation's current or former auditors nor has there been any event which has led to any of the Corporation's current or former auditors to threaten to resign as auditors.

(bbbbb) The documents incorporated by reference in the Prospectus disclose, to the extent required by 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 Corporation for the benefit of any current or former director, officer, employee or consultant of the Corporation (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.

(ccccc) No securities commission, stock exchange or any comparable authority has issued any order: (i) preventing, ceasing or suspending trading of any securities of the Corporation or prohibiting the

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issue of securities by the Corporation, (ii) preventing or suspending the use of the Prospectus or (iii) preventing the distribution of the Offered Shares in any Qualifying Jurisdiction and, in each case, no such proceeding is, to the knowledge of the Corporation, pending, contemplated or threatened, and the Corporation is not in default of any requirement of Canadian Securities Laws.

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

(eeeee) Except as disclosed in the Prospectus, none of the directors, officers or employees of the Corporation, any person who owns, directly or indirectly, more than 10% of any class of Ordinary Shares or securities of any person exchangeable for more than 10% of any class of securities of the Corporation, or any associate or affiliate of any of the foregoing, had or has any material interest, direct or indirect, in any transaction or any proposed transaction (including any loan made to or by any such person) with the Corporation which, as the case may be, materially affects, is material to or will materially affect the Corporation.

(fffff) The Transfer Agent at its offices in Toronto, Ontario has been duly appointed as the transfer agent and registrar for the Ordinary Shares.

U.S. Securities Laws

(ggggg) Neither the Corporation 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 Fundraising Shares, in circumstances that would require the registration of the Fundraising Shares under the U.S. Securities Act.

(hhhh) Neither the Corporation 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 Corporation 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 UK 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.

(iii) The Corporation is not, and as a result of the offer and sale of the Fundraising Shares contemplated in the UK Placing 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.

(jjjj) The Fundraising 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 United States automated interdealer quotation system.

(kkkkk) The Corporation is a foreign issuer (as such term is defined in Regulation S) which reasonably believes that there is no substantial United States market interest (as such term is defined in

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Regulation S) in its equity securities or in any securities of the same class as the Fundraising Shares.

Legal Opinions

(IIIII) No information was withheld from Freitas Ferraz for the purpose of the Brazilian Legal Opinion or any other firm in connection with the Legal Opinions and all information given to each them for such purpose is true and accurate in all material respects and not misleading in any respect and, so far as the Corporation is aware, there is no other fact or matter which renders any such information misleading.

(mmmmm) All statements of fact contained in the Brazilian Legal Opinion and the other Legal Opinions are true and accurate in all material respects and so far as the Corporation 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.

Directors' Responsibilities

(nnnnn) The Directors have had an opportunity to ask questions of the Company's Canadian Counsel, the Company's US Counsel and the Company's Solicitors and understand the nature of their responsibilities and obligations in relation to Admissions, the UK Placing and the Offering.

(ooooo) The Directors have had explained to them and are fully advised as to their and the Corporation'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 Group, or any other requirement of statute or statutory regulation or applicable legal or regulatory requirements in any jurisdiction in relation to the Admissions, the UK Placing and the Offering.

(ppppp) None of the directors or the Chief Financial Officer of any 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 Corporation or other public company.

Credit Approved Commitment Letter

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

Open Offer

(rrrrr) All statements in the Circular 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

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the Circular are truly and honestly held and are either fairly based upon facts within the knowledge of the Corporation 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 Corporation which are not disclosed in the Circular and which by their omission would make any statement in such Circular false or misleading and there is no information contained in the Circular which is material in the context of the Open Offer and which is not contained in the Circular.

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AI assistant

Horizonte Minerals PLC — Share Issue/Capital Change 2021

46840_rns_2021-11-24_3cd9a280-0d8a-4eb8-8832-918348c76dcc.pdf

AGENCY AGREEMENT

Attention: Jeremy Martin, Chief Executive Officer and Director

SECTION 1

SECTION 2

ATTRIBUTES OF THE OFFERED SHARES

SECTION 3

FILING OF PROSPECTUS

SECTION 4

SECTION 5

MATERIAL CHANGE

SECTION 6

SECTION 7

SECTION 8

SECTION 9

SECTION 10

CONDITIONS OF CLOSING

SECTION 12

INDEMNIFICATION AND CONTRIBUTION

SECTION 13

COMPENSATION OF THE AGENTS

SECTION 14

EXPENSES

SECTION 15

ALL TERMS TO BE CONDITIONS

SECTION 16

TERMINATION BY AGENTS IN CERTAIN EVENTS

SECTION 17

ACTION BY AGENTS

SECTION 18

NOTICES

SECTION 19

MISCELLANEOUS

SCHEDULE "A"

REPRESENTATIONS AND WARRANTIES OF THE CORPORATION

Information in the Fundraising Documents

Working Capital

Financial Information

Financial and Trading Position

The Business

Disclosure

Prospecting Rights

Scientific and Technical Information

Surface Rights

Assets

Contracts and Arrangements

Verification

Taxation

Corporate Criminal Offence

Litigation

Insolvency and Judgments

Share Capital

Intellectual Property

Corporate Capacity

Related Parties

Records and Filings

Compliance with Laws and Regulation

Environmental Laws

Canadian Securities Laws

U.S. Securities Laws

Legal Opinions

Directors' Responsibilities

Credit Approved Commitment Letter

Open Offer

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Horizonte Minerals PLC Share Issue/Capital Change 2021