MINES D'OR ORBEC

NOTICE OF SPECIAL MEETING OF SECURITYHOLDERS

to be held on Monday, December 15, 2025

and

MANAGEMENT INFORMATION CIRCULAR

with respect to a proposed arrangement involving

MINES D'OR ORBEC INC.

and

IAMGOLD CORPORATION

AFTER CAREFUL CONSIDERATION, AND, FOLLOWING THE UNANIMOUS RECOMMENDATION OF A SPECIAL COMMITTEE COMPOSED OF INDEPENDENT DIRECTORS, THE BOARD OF DIRECTORS OF MINES D'OR ORBEC INC. HAS UNANIMOUSLY DETERMINED THAT THE ARRANGEMENT IS IN THE BEST INTERESTS OF THE COMPANY AND IS FAIR TO THE SHAREHOLDERS. ACCORDINGLY, THE BOARD UNANIMOUSLY APPROVED THE ARRANGEMENT AND RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ARRANGEMENT RESOLUTION AT THE MEETING.

YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.

These materials are important and require your immediate attention. These materials require shareholders of Mines D'Or Orbec Inc. to make important decisions. If you are in doubt as to how to make such decisions, please contact your professional advisors.

November 10, 2025

MINES D'OR ORBEC

November 10, 2025

Dear Securityholders:

The Board of Directors (the "Board") of Mines D'Or Orbec Inc. (the "Company" or "Orbec") invites you to attend the special meeting (the "Meeting") of the holders (the "Shareholders") of common shares of the Company (the "Orbec Shares"), the holders of stock options of the Company (the "Optionholders"), and the holders of common share purchase warrants of the Company (the "Warrantholders", and collectively with the Shareholders and the Optionholders, the "Securityholders") to be held in a virtual-only meeting format (conducted via audio webcast at https://meetnow.global/MRNVKUT) at 10:00 a.m. (Toronto time) on December 15, 2025.

The Arrangement

On October 19, 2025, the Company entered into an arrangement agreement (the "Arrangement Agreement") with IAMGOLD Corporation (the "Purchaser" or "IAMGOLD") in respect of a proposed statutory plan of arrangement (the "Plan of Arrangement") under Section 182 of the Business Corporations Act (Ontario) (the "OBCA") (the "Arrangement"). The purpose of the Arrangement is to, among other things, permit the acquisition by the Purchaser of all of the issued and outstanding Orbec Shares, other than the Orbec Shares held by the Purchaser. As a result of the Plan of Arrangement, Orbec will become a wholly owned subsidiary of IAMGOLD.

Shareholders

Under the terms of the Arrangement Agreement, which was negotiated at arm's length, and pursuant to the Plan of Arrangement, and in accordance with the terms thereof, each Shareholder (other than the Orbec Shares held by IAMGOLD and Shareholders validly exercising their dissent rights) will receive a total consideration representing a value of C$0.125 per Orbec Share which consists of an aggregate of (i) 0.003466 of a common share of IAMGOLD (each whole share, an "IAMGOLD Share") and (ii) C$0.0625 per each Orbec Share (together, the "Consideration").

Optionholders

Pursuant to the Plan of Arrangement, and in accordance with the terms thereof, each outstanding stock option of the Company (each, an "Orbec Option") (whether vested or unvested) will be deemed to be unconditionally vested and exercisable, and will, without any further action by or on behalf of such Optionholder, be deemed to be surrendered, assigned and transferred by such Optionholder to the Company, free and clear or all liens, in exchange for the Cash Equivalent Consideration, and be immediately cancelled. Where such amount is zero or negative, such Optionholder will not be entitled to receive any amount in respect of such Orbec Option. For further information, please see "The Arrangement – Implementation and Particulars of the Arrangement – Plan of Arrangement – Treatment of Options" in the accompanying Circular.

Warrantholders

Pursuant to the Plan of Arrangement, and in accordance with the terms thereof, each outstanding common share purchase warrant of the Company (each, an "Orbec Warrant") will, without any further action by or on behalf of such Warrantholder, be deemed to be surrendered, assigned and transferred by such Warrantholder to the Company, free and clear or all liens, in exchange for the Cash Equivalent Consideration, and be immediately cancelled, with the exception of Orbec Warrants held by the Purchaser which shall be deemed to be surrendered, assigned and transferred without any consideration. Where such amount is zero or negative, such Warrantholder will not be entitled to receive any amount in respect of such Orbec Warrant. For further

information, please see “The Arrangement – Implementation and Particulars of the Arrangement – Plan of Arrangement – Treatment of Warrants” and “The Arrangement – Warrant Letter” in the accompanying Circular.

Reasons for the Plan of Arrangement and Board Recommendation

The Board, based on its considerations and investigations, including a thorough review of the Arrangement Agreement, the fairness opinion of Evans & Evans, Inc. (“Evans & Evans”) (as discussed further in the accompanying Circular) and other relevant matters, and taking into account the best interests of the Company, and after consultation with management and its financial and legal advisors and having received the unanimous recommendation of the Special Committee (as defined in the accompanying Circular) and its own deliberations has unanimously determined, that the Arrangement, and the entering into of the Arrangement Agreement, are in the best interests of the Company, and has unanimously approved the Arrangement and recommends that the Securityholders vote FOR the Arrangement. In making their recommendations, the Board considered a number of factors as described in the accompanying Circular under the heading “The Arrangement – Reasons for the Arrangement”. The following are some of the principal reasons for the recommendation:

Attractive Premium. Under the terms of the Arrangement Agreement, Shareholders will receive total consideration representing a value of C$0.125 per Orbec Share, which consists of an aggregate of 0.003466 of an IAMGOLD Share and C$0.0625 in cash for each Orbec Share, implying a total equity value, based on all of the issued and outstanding Orbec Shares on a fully diluted basis, of approximately C$18.1 million, and representing a premium of approximately 25% to the closing price of the Orbec Shares on the TSXV as of market close on October 17, 2025.
Ability to Participate in Future Potential Growth of Combined Entity. By receiving IAMGOLD Shares under the Arrangement, Shareholders will have an opportunity to retain exposure to the Company’s existing exploration projects, while gaining exposure to IAMGOLD’s three operating mines, Essakane (Burkina Faso), Westwood (Quebec), and Côte Gold (Ontario). In addition, IAMGOLD has a portfolio of early stage and advanced exploration projects within high potential mining districts in Canada.
Immediate Exposure to Gold Production. The Arrangement will provide Shareholders with immediate exposure to an established gold producer with proven construction capabilities, a strong exploration track record, and a low-cost growth profile, with IAMGOLD’s 2025E guidance of 735,000 to 820,000 ounces Au, at a compelling all-in sustaining cost¹ (“AISC”) of US$1,830-1,930/oz Au sold.
Benefits of Owning IAMGOLD Shares. The IAMGOLD Shares are listed on both the Toronto Stock Exchange and New York Stock Exchange which benefit from increased trading liquidity, analyst coverage and investor demand.
Preferred Strategic Alternative. The Arrangement with IAMGOLD was determined to be the preferred transaction available to the Company for maximizing Securityholder value, after investigating alternative transactions, obtaining advice from Orbec’s financial and legal advisors and taking into consideration the Consideration offered, the probability of the Arrangement being completed, and the Company’s current financial and operational position and the other terms and conditions of the Arrangement Agreement.
Company’s Prospects as a Stand-Alone Business. The Special Committee and the Board believe the Arrangement is an attractive proposition for the Shareholders relative to the status quo, taking into account the current and anticipated opportunities, risks and uncertainties associated with the Company’s business, affairs, operations, industry and prospects, including, but limited to, execution risks associated with its standalone strategic plan, risks associated with permitting and regulatory approvals, exploration and development risks and commodity price and inflation risks. There is no assurance that the continued operation of the Company under its current standalone business model and pursuit of its future business plan would yield equivalent or greater value for all Shareholders compared to that available under the Arrangement.
Value Supported by a Fairness Opinion. The Special Committee received an opinion from Evans & Evans which concluded that, as of October 19, 2025, the Consideration to be received by the Securityholders under the Arrangement is

¹ AISC is a non-IFRS measure. AISC include cost of sales exclusive of depreciation expense, sustaining capital expenditures, which are required to maintain existing operations, capitalized exploration, sustaining lease principal payments, environmental rehabilitation accretion and depreciation, by-product credits and corporate general and administrative costs. These costs are then divided by IAMGOLD’s attributable gold ounces sold by mine sites in commercial production in the period to arrive at the cash costs per ounce sold and the AISC per ounce sold.

fair from a financial point of view to the Securityholders. The terms of Evans & Evans' engagement provide that they are to receive a fixed-fee for delivery of their Fairness Opinion (as defined in the accompanying Circular) regardless of the conclusion reached therein and regardless of whether the Arrangement Agreement was entered into or whether the Arrangement is ultimately completed. The complete text of the Fairness Opinion is attached as Appendix C. Securityholders are urged to read the Fairness Opinion carefully and in its entirety. See "The Arrangement – Fairness Opinion".

Ability to Respond to Unsolicited Superior Proposals. Notwithstanding the limitations contained in the Arrangement Agreement on the Company's ability to solicit interest from third parties, the Arrangement Agreement does not preclude unsolicited Acquisition Proposals (as defined in the accompanying Circular) from other parties which may be considered by the Board in certain circumstances. The Arrangement Agreement sets out a clear and precise framework and mechanism with which other potentially interested parties may abide to submit an Acquisition Proposal, obtain access to the Company's confidential information and ultimately qualify as a Superior Proposal (as defined in the accompanying Circular). In addition, the Arrangement Agreement permits the Company to accept a Superior Proposal in certain circumstances. Accordingly, subject to the terms and conditions of the Arrangement Agreement, if a Superior Proposal were to be made that IAMGOLD did not match, the Company may accept it upon paying the applicable Termination Payment (as defined in the accompanying Circular). In light of the significant uncertainty associated with pursuing an arrangement with another party, the Special Committee and the Board determined that it was in the best interests of the Company, taking into account the interests of all stakeholders, to enter into the Arrangement Agreement.
Role of the Special Committee. The evaluation and negotiation process was supervised by the Special Committee, which is composed entirely of independent directors and was advised by experienced and qualified legal and financial advisors. The Special Committee met regularly with the Company's advisors. The Arrangement was unanimously recommended to the Board by the Special Committee on the basis described herein and on the basis of the legal and financial advice that was received by the Special Committee.

Voting Support Agreements

The Purchaser entered into voting support agreements (each, a "Voting Support Agreement") with each director and officer of the Company and certain other Shareholders (collectively, the "Locked-up Shareholders"), pursuant to which the Locked-up Shareholders agreed, subject to the terms and conditions of the relevant Voting Support Agreement, to, among other things, vote all of their securities in favour of the Arrangement Resolution and against any resolution submitted by any Securityholder that is contrary to the contemplated terms of the Arrangement. The Locked-up Shareholders collectively beneficially own or exercise control or direction over an aggregate of 32,185,364 Orbec Shares, representing approximately 29.6% of the voting rights attached to the Orbec Shares as of the Record Date (as defined below), and an aggregate of 49,982,206 securities of Orbec representing approximately 34.6% of the outstanding Orbec Shares, Orbec Options and Orbec Warrants, collectively, as of the date thereof.

Approval Requirements

In order to become effective, the Arrangement Resolution must be approved by (i) not less than 66% of the votes cast on such resolution by Shareholders present in person or represented by proxy and entitled to vote at the Meeting; (ii) not less than 66% of the votes cast on such resolution by Securityholders, voting together as a single class, present in person or represented by proxy and entitled to vote at the Meeting, with Shareholders, Optionholders and Warrantholders being entitled to one vote for each Orbec Share, Orbec Option and Orbec Warrant, respectively; and (iii) not less than a simple majority of the votes cast on such resolution by Shareholders present in person or represented by proxy and entitled to vote at the Meeting, excluding the Excluded Shares (as defined in the accompanying Circular) for the purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Arrangement also requires the approval of the Ontario Superior Court of Justice (Commercial List) and relevant stock exchange approvals, and is subject to the satisfaction of certain other customary conditions for a transaction of this nature. The Arrangement will not proceed if any of such approvals is not obtained.

This is an important matter affecting the future of Orbec and your vote is important regardless of the number of Orbec Shares, Orbec Options and/or Orbec Warrants you own.

Full details of the Arrangement are set out in the accompanying Circular. The Circular describes the Arrangement and includes certain additional information to assist you in considering how to vote on the Arrangement Resolution, including certain risk

factors relating to the completion of the Arrangement. You should carefully review and consider all of the information in the Circular. If you require assistance, consult your financial, legal, tax or other professional advisor.

If the Securityholders approve the Arrangement, it is currently anticipated that the Arrangement will be completed on or about December 19, 2025, subject to obtaining court approval and certain regulatory approvals, as well as the satisfaction or waiver of other conditions contained in the Arrangement Agreement.

Virtual Meeting

The Board has fixed the record date for determining the Securityholders entitled to receive notice of and vote at the Meeting as the close of business on November 10, 2025 (the "Record Date"). Orbec is conducting the Meeting in a virtual-only format that will allow registered holders of Orbec Shares ("Registered Shareholders"), registered holders of Orbec Options and registered holders of Orbec Warrants as of the Record Date, and their duly appointed proxyholders (including non-registered beneficial Shareholders ("Non-Registered Shareholders") who have appointed themselves as proxyholders), to participate online and in real time. Orbec is providing the virtual-only format in order to provide Securityholders with an equal opportunity to attend and participate at the Meeting, regardless of their geographic location and circumstances. Please review the accompanying Circular for further instructions and details on how to access, virtually attend, vote and ask questions at the Meeting. Neither Registered Shareholders, holders of Orbec Options, holders of Orbec Warrants nor Non-Registered Shareholders or any other guests will be able to physically attend the Meeting.

Only Registered Shareholders, holders of Orbec Options, holders of Orbec Warrants and duly appointed proxyholders (including Non-Registered Shareholders who have appointed themselves as proxyholders) will be able to ask questions and vote at the Meeting, provided they are connected to the internet and carefully follow the instructions set out in the Circular and the related proxy materials. Non-Registered Shareholders, unless they have been duly appointed as proxyholders in accordance with the procedures set out in the Circular and the related proxy materials, will be able to virtually attend the Meeting as guests. Guests may listen to the Meeting online but will not be able to ask questions or vote at the Meeting. The accompanying Circular provides important and detailed instructions about how to participate at the Meeting.

How to Vote

Whether or not you expect to virtually attend the Meeting, we strongly encourage you to take the time now to complete, sign, date and return the enclosed form of proxy or voting instruction form, as applicable, in the manner set out below (and in the Circular). You are urged to vote in this manner, regardless of the number of Orbec Shares, Orbec Options or Orbec Warrants that you own or whether you will attend the Meeting. Returning the proxy does not deprive you of the right to attend the virtual Meeting and vote your Orbec Shares, Orbec Options and/or Orbec Warrants in person. Voting is easy. To be valid, a Shareholder's, Optionholder's and/or Warrantholder's proxy must be received by the Company's transfer agent, Computershare Investor Services Inc., no later than 10:00 a.m. (Toronto time) on Thursday, December 11, 2025 or no later than 48 hours (excluding Saturdays, Sundays and statutory holidays) prior to the date on which the Meeting or any postponement or adjournment thereof is held. Proxies received after that time may be accepted by the Chair of the Meeting with the consent of the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed). The Chair of the Meeting is under no obligation to accept late proxies. If you are a Registered Shareholder, we also encourage you, regardless of how you vote, to complete, sign, date and return the enclosed letter of transmittal and/or warrant letter, together with your certificate(s) and/or DRS advice(s) representing your Orbec Shares and/or Orbec Warrants, and the other relevant documents required by the instructions therein, which will help the Company to arrange for the prompt payment for your Orbec Shares if the Arrangement is completed. If you are a Non-Registered Shareholder, you will receive your payment through your account with your intermediary (such as an investment advisor, broker, bank, trust company, custodian, nominee, clearing agency or other intermediary) that holds Orbec Shares on your behalf. You should contact your intermediary if you have questions about this process.

YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF ORBEC SHARES, ORBEC OPTIONS AND/OR ORBEC WARRANTS THAT YOU OWN.

| Voting Method | Registered Shareholders, Optionholders and Warrantholders
If your securities are held in your name and represented by a physical certificate or DRS advice. | Non-Registered Shareholders
If your Orbec Shares are held with a broker, bank or other intermediary. |
| --- | --- | --- |
| Voting Prior to the Meeting | | |
| Internet | Go to www.investorvote.com. | Go to www.proxyvote.com. |
| Phone | Call 1.866.732.VOTE (8683) and vote using the 15-digit control number provided in your proxy. | Call the toll-free number listed on your voting instruction form (VIF) and vote using the 16-digit control number provided therein. |
| Mail | Complete, date and sign management’s form of proxy and return it to:
Computershare Trust Company of Canada
320 Bay Street, 14^{th} Floor, Toronto, ON M5H 4A6 | Complete, date and sign the voting instruction form (VIF) and return it in the enclosed envelope. |

Please review the Circular for instructions and further details on how to access, virtually attend, vote and ask questions at the Meeting.

Securityholder Questions

We urge you to carefully consider all of the information in the accompanying Circular. If you require assistance, please consult your financial, legal or other professional advisors.

On behalf of the Company, I thank all Securityholders for their continued support and we look forward to receiving your endorsement for this transaction at the Meeting.

Sincerely,

“John Tait”

John Tait

President, Chief Executive Officer and a Director

MINES D'OR
ORBEC

NOTICE OF SPECIAL MEETING OF SECURITYHOLDERS

NOTICE IS HEREBY GIVEN that, pursuant to an interim order of the Ontario Superior Court of Justice (Commercial List) (the "Court") dated November 10, 2025 (as the same may be amended, the "Interim Order"), a special meeting (the "Meeting") of the holders (the "Shareholders") of common shares (the "Orbec Shares"), holders of incentive stock options ("Orbec Options", the holders of which are "Optionholders"), and holders of common share purchase warrants ("Orbec Warrants", the holders of which are "Warrantholders", and collectively with the Shareholders and the Optionholders, the "Securityholders") of Mines D'Or Orbec Inc. (the "Company" or "Orbec") will be held in a virtual-only meeting format (conducted via audio webcast at https://meetnow.global/MRNVKUT) at 10:00 a.m. (Toronto time) on Monday, December 15, 2025, for the following purposes:

to consider and, if deemed advisable, to pass, with or without variation, a special resolution (the "Arrangement Resolution") to approve a plan of arrangement (the "Plan of Arrangement") pursuant to Section 182 of the Business Corporations Act (Ontario) (the "OBCA") involving Orbec and IAMGOLD Corporation (the "Purchaser") pursuant to an arrangement agreement dated October 19, 2025 between Orbec and the Purchaser. The full text of the Arrangement Resolution is set forth in Appendix A to the accompanying management information circular dated November 10, 2025 (the "Circular"); and
to transact such other business as may properly be brought before the Meeting or any postponement or adjournment thereof.

Specific details of the matters proposed to be put before the Meeting are set forth in the accompanying Circular. Completion of the proposed Plan of Arrangement is conditional upon certain other matters described in the Circular, including the approval of the Court and receipt of required regulatory approvals.

THE BOARD OF DIRECTORS OF ORBEC, AFTER CONSULTATION WITH ITS LEGAL AND FINANCIAL ADVISORS, UNANIMOUSLY RECOMMENDS THAT SECURITYHOLDERS VOTE FOR THE ARRANGEMENT RESOLUTION.

The Board of Directors of Orbec has fixed the record date for determining the Securityholders entitled to receive notice of and vote at the Meeting as the close of business on November 10, 2025 (the "Record Date"). Only registered Shareholders (the "Registered Shareholders"), Optionholders and Warrantholders as of the Record Date, or their duly appointed proxyholders, are entitled to receive notice of, attend and vote at the Meeting.

Your vote is important regardless of how many Orbec Shares, Orbec Options and/or Orbec Warrants you own. Whether or not you expect to attend the Meeting (virtually), we encourage you to vote your form of proxy or voting instruction form, as applicable, as promptly as possible using the following methods to ensure that your vote will be counted at the Meeting. In order to become effective, the Arrangement Resolution must be approved by an affirmative vote of (i) not less than 66⅔% of the votes cast at the Meeting in person (virtually) or by proxy by the Shareholders; (ii) not less than 66⅔% of the votes cast at the Meeting in person (virtually) or by proxy by the Shareholders, Optionholders and Warrantholders, voting as a single class; and (iii) not less than a simple majority of the votes cast at the Meeting in person (virtually) or by proxy by the Shareholders, excluding any person required to be excluded in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.

We strongly encourage Securityholders to vote on the matters before the Meeting by proxy in the manner set out below (and in the Circular). To be valid, a proxy form must be received by the Company's transfer agent, Computershare Trust Company of Canada, no later than 10:00 a.m. (Toronto time) on December 11, 2025, or no later than 48 hours (excluding Saturdays, Sundays and statutory holidays) prior to the date on which the Meeting or any postponement or adjournment thereof is held. Proxies received after that time may be accepted by the Chair of the Meeting with the consent of the Purchaser (such consent

not to be unreasonably withheld, conditioned or delayed). The Chair of the Meeting is under no obligation to accept late proxies. If you are a Registered Shareholder or Warrantholder, we also encourage you, regardless of how you vote, to complete, sign, date and return the enclosed letter of transmittal together and/or Warrant letter with the certificate(s) and/or DRS advice(s) representing your Orbec Shares and/or Orbec Warrants, and the other relevant documents required by the instructions therein, which will help the Company to arrange for the prompt payment for your Orbec Shares if the Arrangement is completed. If you are a non-registered Shareholder (“Non-Registered Shareholder”), you will receive your payment through your account with your intermediary (such as an investment advisor, broker, bank, trust company, custodian, nominee, clearing agency or other intermediary) (an “Intermediary”) that holds Orbec Shares on your behalf. You should contact your Intermediary if you have questions about this process. If a Registered Shareholder, Optionholder or Warrantholder receives more than one proxy form because such Registered Shareholder, Optionholder or Warrantholder owns securities of the Company registered in different names or addresses, each proxy form needs to be completed and returned or voted online.

Registered Shareholders, Optionholders and Warrantholders may attend, participate in and vote at the Meeting online at https://meetnow.global/MRNVKUT, provided they are connected to the internet and comply with all of the requirements set out in the Circular.

Non-Registered Shareholders will be able to attend, participate in and vote at the Meeting online at https://meetnow.global/MRNVKUT if they duly appoint themselves as proxyholder through the method specified by their Intermediary and comply with all of the requirements set out in the Circular relating to that appointment and registration. If a Non-Registered Shareholder does not comply with these requirements, that Non-Registered Shareholder may be able to attend the Meeting as a guest but will not be able to vote or ask questions at the Meeting.

Registered Shareholders, Optionholders and/or Warrantholders who are unable to attend the Meeting, or any postponement or adjournment thereof, are requested to complete, date, and sign the accompanying form of proxy and deliver it in accordance with the instructions set out in the form of proxy and in the accompanying Circular. The time limit for the deposit of proxies may be waived by the Chair of the Meeting with the consent of the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed).

If you are a Non-Registered Shareholder and have received these materials through an Intermediary, please complete and return the voting instruction form provided to you by your Intermediary in accordance with the instructions provided therein.

Pursuant to the Interim Order, only Shareholders that are (i) registered or beneficial Shareholders as of the close of business on the Record Date, and (ii) registered Shareholders as of the time the written objection to the Arrangement Resolution is required to be received by the Company, have been granted the right to dissent in respect of the Arrangement and, if the Arrangement becomes effective and such dissent rights are validly exercised, to be paid an amount equal to the fair value of their Orbec Shares. This dissent right, and the procedures for its exercise, are described in the Circular under “Rights of Dissenting Shareholders”. Failure to comply strictly with the dissent procedures described in this Circular will result in the loss or unavailability of any right to dissent. Persons who are beneficial owners of Orbec Shares registered in the name of an Intermediary who wish to dissent should be aware that only Shareholders that are (i) registered or beneficial Shareholders as of the close of business on the Record Date, and (ii) registered shareholders as of the time the written objection to the Arrangement Resolution is required to be received by the Company, are entitled to dissent. Orbec Shares held through an Intermediary are generally registered in the name of CDS & Co. Accordingly, a beneficial owner of Orbec Shares desiring to exercise this right must make arrangements for the Orbec Shares beneficially owned by such Shareholder to be registered in the Shareholder’s name prior to the time the written objection to the Arrangement Resolution is required to be received by the Company or, alternatively, make arrangements for the registered holder of such Shares to exercise such right to dissent on the Shareholder’s behalf. The statutory provisions covering dissent rights are technical and complex. It is strongly suggested that any Shareholder wishing to dissent seek independent legal advice, as the failure to comply strictly with the provisions of the OBCA, as modified by the Interim Order, the Final Order and the Plan of Arrangement (as such terms are defined in the accompanying Circular), will result in the loss or unavailability of any right to dissent. Optionholders, Warrantholders and holders of other securities of the Company outstanding as at the Record Date are not entitled to dissent in respect of the Arrangement Resolution.

ii -

Voting is easy. Vote well in advance of the proxy cut-off time at 10:00 a.m. (Toronto time) on Thursday, December 11, 2025.

Please review the Circular for instructions and further details on how to access, virtually attend, vote and ask questions at the Meeting.

DATED this 10th day of November, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

"John Tait"

President, Chief Executive Officer and a Director

iv -

FREQUENTLY ASKED QUESTIONS ABOUT THE ARRANGEMENT AND THE MEETING

The following are some questions that you, as a Securityholder, may have relating to the Meeting and answers to those questions. These questions and answers do not provide all of the information relating to the Meeting or the matters to be considered at the Meeting and are qualified in their entirety by the more detailed information contained elsewhere in, or incorporated by reference into, this Circular. You are urged to read this Circular in its entirety before making a decision related to your Orbec Shares, Orbec Options or Orbec Warrants as applicable. All capitalized terms used herein have the meanings ascribed to them in the “Glossary of Terms” of the Circular.

QUESTIONS RELATING TO THE ARRANGEMENT

Q: What am I voting on?

A: You are being asked to consider and, if deemed acceptable, to vote FOR the Arrangement Resolution, which provides for, among other things, IAMGOLD acquiring all of the issued and outstanding Orbec Shares, other than the Orbec Shares held by the Purchaser. Pursuant to the Arrangement, Shareholders (other than IAMGOLD and Dissenting Shareholders) will be entitled to receive (i) 0.003466 of an IAMGOLD Share and (ii) C$0.0625 per each Orbec Share (together, the “Consideration”).

Q: What will I receive in the Arrangement?

A: Shareholders

Shareholders (other than IAMGOLD and Dissenting Shareholders) will be entitled to receive the Consideration, which consists of (i) C$0.0625 in cash, and (ii) 0.003466 of an IAMGOLD Share per Orbec Share held.

A: Optionholders

Pursuant to the Plan of Arrangement, each outstanding Orbec Option (whether vested or unvested), will be deemed to be unconditionally vested and exercisable, and will, without any further action by or on behalf of such Optionholder, be deemed to be surrendered, assigned and transferred by such Optionholder to the Company in exchange for the Cash Equivalent Consideration, and be immediately cancelled. Where such amount is zero or negative, such Optionholder will not be entitled to receive any amount in respect of such Orbec Option. For further information, please see “The Arrangement – Implementation and Particulars of the Arrangement – Plan of Arrangement – Treatment of Options” and “Procedure for Surrender of Securities and Receipt of Consideration”.

A: Warrantholders

Pursuant to the Plan of Arrangement, each outstanding Orbec Warrant will, without any further action by or on behalf of such Warrantholder, be deemed to be surrendered, assigned and transferred by such Warrantholder to the Company in exchange for the Cash Equivalent Consideration, and be immediately cancelled. Where such amount is zero or negative, such Warrantholder will not be entitled to receive any amount in respect of such Orbec Warrant. For further information, please see “The Arrangement – Implementation and Particulars of the Arrangement – Plan of Arrangement – Treatment of Warrants”, “The Arrangement – Warrant Letter”, and “Procedure for Surrender of Securities and Receipt of Consideration”.

Q: How do I receive my Consideration under the Arrangement as a Shareholder?

A: Each Registered Shareholder must complete the accompanying Letter of Transmittal to receive the Consideration for such Shareholder’s Orbec Shares. Beneficial Shareholders should contact their Intermediary for instructions and assistance to receive their Consideration.

For additional information, including information regarding how the Depositary will send you the Consideration, please see “The Arrangement — Implementation and Particulars of the Arrangement”.

Q: As a Shareholder, when will I receive the applicable Consideration?

A: Assuming completion of the Arrangement, if you hold your Orbec Shares through an Intermediary, then you are not required to take any action and the Consideration you are entitled to receive will be delivered to your Intermediary through procedures in place for such purposes between CDS & Co. or similar entities and such Intermediaries. You should contact your Intermediary if you have any questions regarding this process.

In the case of Registered Shareholders, as soon as practical after the Effective Date, assuming due delivery of the required documentation, including the applicable certificate(s) or DRS Advice(s) representing Orbec Shares and a duly and properly completed Letter of Transmittal, IAMGOLD will cause the Depositary to forward a cheque representing the cash portion of the Consideration and the certificate(s)/DRS Advice(s) representing IAMGOLD Shares, as applicable, to which the Registered Shareholders are entitled by first-class mail, at the offices of the Depositary or by wire transfer.

The method used to deliver the Letter of Transmittal and any accompanying certificates or DRS Advices representing Orbec Shares is at the option and risk of the Registered Shareholder and delivery will be deemed effective only when such documents are actually received. Orbec recommends that the necessary documentation be hand delivered to the Depositary at its office(s) specified on the last page of the Letter of Transmittal and a receipt obtained; otherwise, the use of registered mail or courier with return receipt requested, properly insured, is recommended. A Beneficial Shareholder whose Orbec Shares are registered in the name of a broker, investment dealer, bank, trust company or other nominee should contact that nominee for assistance in depositing those Orbec Shares.

Shareholders who do not deliver their certificate(s) or DRS Advices representing Orbec Shares and all other required documents to the Depositary on or before the date which is six (6) years after the Effective Date will lose their right to receive the Consideration for their Orbec Shares.

For additional information, including information regarding how the Depositary will send you the Consideration, please see “The Arrangement — Procedure for Surrender of Securities and Receipt of Consideration”.

Q: As a holder of Orbec Options, what documentation do I need to submit to be able to receive the applicable cash amount?

A: Optionholders do not need to submit any documentation or take any action in order to receive the cash amount they are entitled to receive under the Plan of Arrangement, if any. Pursuant to the Plan of Arrangement, each outstanding Orbec Option (whether vested or unvested) will be deemed to be unconditionally vested and exercisable, and will, without any further action by or on behalf of such Optionholder, be deemed to be surrendered, assigned and transferred by such Optionholder to the Company in exchange for the Cash Equivalent Consideration, and be immediately cancelled. Where such amount is zero or negative, such Optionholder will not be entitled to receive any amount in respect of such Orbec Option. As soon as reasonably practicable after the Effective Time, the Company will deliver or cause to be delivered to such former Optionholders, a cheque (or other form of immediately available funds) representing the cash amount that such holder is entitled to receive, if any, less applicable withholdings pursuant to Section 5.3 of the Plan of Arrangement. For further information, please see “The Arrangement – Implementation and Particulars of the Arrangement – Plan of Arrangement – Treatment of Options” and “Procedure for Surrender of Securities and Receipt of Consideration”.

Q: As a holder of Orbec Warrants, what documentation do I need to submit to be able to receive the applicable cash amount?

In order for a Warrantholder to receive the Cash Equivalent Consideration for each Orbec Warrant held by such Warrantholder, such Warrantholder must deposit the certificate(s) representing their Orbec Warrants with the Depositary. Where such amount is zero or negative, such Warrantholder will not be entitled to receive any amount in respect of such Orbec Warrant. A Warrant Letter, properly completed and duly executed, together with all other

documents and instruments referred to in the Warrant Letter or reasonably requested by the Depositary, must accompany all certificate(s) for Orbec Warrant deposited for payment pursuant to the Arrangement. It is recommended that Warrantholders send a properly completed and signed Warrant Letter, the accompanying certificate(s) representing their Orbec Warrants, and such other documentation and instruments referred to in the Warrant Letter or as reasonably required by the Depositary, to the Depositary as soon as possible.

Holders of Orbec Warrants who do not deliver their certificate(s) representing Orbec Warrants and all other required documents to the Depositary on or before the date which is six (6) years after the Effective Date will lose their right to receive the Cash Equivalent Consideration for their Orbec Warrants.

For further information, please see “The Arrangement – Plan of Arrangement – Implementation and Particulars of the Arrangement – Treatment of Warrants” and “Procedure for Surrender of Securities and Receipt of Consideration”.

Q: Can I exercise my vested Orbec Options and Orbec Warrants prior to the Effective Date?

A: Yes. Optionholders and Warrantholders who intend to exercise vested Orbec Options and/or Orbec Warrants in advance of the Effective Date are encouraged to do so as soon as possible and, in any event, at least four (4) Business Days prior to the Effective Date. Please see “The Arrangement – Implementation and Particulars of the Arrangement” and “Procedure for Surrender of Securities and Receipt of Consideration”.

Q: What is the recommendation of the Orbec Board of Directors?

A: After taking into consideration, among other things, the unanimous recommendation of the Special Committee and the Fairness Opinion, the directors of Orbec unanimously concluded that the Arrangement is in the best interests of the Company and the Board unanimously recommends that Securityholders vote FOR the Arrangement Resolution to approve the Arrangement.

Q: Why is the Orbec Board of Directors making this recommendation?

A: Based on its considerations and investigations, including consultation with its financial and legal advisors, receipt of the unanimous recommendation of the Special Committee and its own deliberations, the Board unanimously determined that the Arrangement is in the best interest of Orbec. Accordingly, the Board unanimously recommends that the Securityholders vote FOR the Arrangement Resolution. Each director and officer of the Company intends to vote all of such director’s and officer’s securities FOR the Arrangement Resolution. The following are some of the principal reasons for the recommendation:

Attractive Premium. Under the terms of the Arrangement Agreement, Shareholders will receive a total consideration representing a value of C$0.125, which consists of an aggregate of 0.003466 of an IAMGOLD Share and C$0.0625 in cash for each Orbec Share, implying a total equity value, based on all of the issued and outstanding Orbec Shares on a fully diluted basis, of approximately C$18.1 million, and representing a premium of approximately 25% to the closing price of the Orbec Shares on the TSXV as of market close on October 17, 2025.
Ability to Participate in Future Potential Growth of Combined Entity. By receiving IAMGOLD Shares under the Arrangement, Shareholders will have an opportunity to retain exposure to the Company’s existing exploration projects, while gaining exposure to IAMGOLD’s three operating mines, Essakane (Burkina Faso), Westwood (Quebec), and Côte Gold (Ontario). In addition, IAMGOLD has a portfolio of early stage and advanced exploration projects within high potential mining districts in Canada.
Immediate Exposure to Gold Production. The Arrangement will provide Shareholders with immediate exposure to an established gold producer with proven construction capabilities, a strong exploration track record,
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and a low-cost growth profile, with IAMGOLD’s 2025E guidance of 735,000 to 820,000 ounces Au, at a compelling all-in sustaining cost² of US$1,830-1,930/oz Au sold.

Benefits of Owning IAMGOLD Shares. The IAMGOLD Shares are listed on both the Toronto Stock Exchange and New York Stock Exchange which benefit from increased trading liquidity, analyst coverage and investor demand.
Preferred Strategic Alternative. The Arrangement with IAMGOLD was determined to be the preferred transaction available to the Company for maximizing Securityholder value, after investigating alternative transactions, obtaining advice from Orbec’s financial and legal advisors and taking into consideration the Consideration offered, the probability of the Arrangement being completed, and the Company’s current financial and operational position and the other terms and conditions of the Arrangement Agreement.
Company’s Prospects as a Stand-Alone Business. The Special Committee and the Board believe the Arrangement is an attractive proposition for the Shareholders relative to the status quo, taking into account the current and anticipated opportunities, risks and uncertainties associated with the Company’s business, affairs, operations, industry and prospects, including, but limited to, execution risks associated with its standalone strategic plan, risks associated with permitting and regulatory approvals, exploration and development risks and commodity price and inflation risks. There is no assurance that the continued operation of the Company under its current standalone business model and pursuit of its future business plan would yield equivalent or greater value for all Shareholders compared to that available under the Arrangement.
Value Supported by a Fairness Opinion. The Special Committee received an opinion from Evans & Evans which concluded that, as of October 19, 2025, the Consideration to be received by the Securityholders under the Arrangement is fair from a financial point of view to the Securityholders. The terms of Evans & Evans’ engagement provide that they are to receive a fixed-fee for delivery of their Fairness Opinion (as defined in the accompanying Circular) regardless of the conclusion reached therein and regardless of whether the Arrangement Agreement was entered into or whether the Arrangement is ultimately completed. The complete text of the Fairness Opinion is attached as Appendix C. Securityholders are urged to read the Fairness Opinion carefully and in its entirety. See “The Arrangement – Fairness Opinion”.
Ability to Respond to Unsolicited Superior Proposals. Notwithstanding the limitations contained in the Arrangement Agreement on the Company’s ability to solicit interest from third parties, the Arrangement Agreement does not preclude unsolicited Acquisition Proposals (as defined in the accompanying Circular) from other parties which may be considered by the Board in certain circumstances. The Arrangement Agreement sets out a clear and precise framework and mechanism with which other potentially interested parties may abide to submit an Acquisition Proposal, obtain access to the Company’s confidential information and ultimately qualify as a Superior Proposal (as defined in the accompanying Circular). In addition, the Arrangement Agreement permits the Company to accept a Superior Proposal in certain circumstances. Accordingly, subject to the terms and conditions of the Arrangement Agreement, if a Superior Proposal were to be made that IAMGOLD did not match, the Company may accept it upon paying the applicable Termination Payment (as defined in the accompanying Circular). In light of the significant uncertainty associated with pursuing an arrangement with another party, the Special Committee and the Board determined that it was in the best interests of the Company, taking into account the interests of all stakeholders, to enter into the Arrangement Agreement.
Role of the Special Committee. The evaluation and negotiation process was supervised by the Special Committee, which is composed entirely of independent directors and was advised by experienced and qualified legal and financial advisors. The Special Committee met regularly with the Company’s advisors. The Arrangement was unanimously recommended to the Board by the Special Committee on the basis described herein and on the basis of the legal and financial advice that was received by the Special Committee.

² AISC is a non-IFRS measure. AISC include cost of sales exclusive of depreciation expense, sustaining capital expenditures, which are required to maintain existing operations, capitalized exploration, sustaining lease principal payments, environmental rehabilitation accretion and depreciation, by-product credits and corporate general and administrative costs. These costs are then divided by IAMGOLD’s attributable gold ounces sold by mine sites in commercial production in the period to arrive at the cash costs per ounce sold and the AISC per ounce sold.

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For further information on the reasons for the recommendation of the Board, please see “The Arrangement — Reasons for the Arrangement” and “The Arrangement – Fairness Opinions” in the Circular.

Q: Has the Company received a fairness opinion in connection with the Arrangement?

A: Yes. Evans & Evans has provided the Fairness Opinion to the effect that, as of the date of such opinion (which was the date of the Arrangement Agreement), and subject to the assumptions, limitations and qualifications described in the Fairness Opinion, the Consideration and Cash Equivalent Consideration, if any, to be received by the Securityholders pursuant to the Arrangement is fair from a financial point of view to the Securityholders. Please see “The Arrangement – Fairness Opinion” in the Circular for additional information. The full text of the Fairness Opinion is appended as Appendix C to the Circular. Securityholders are urged to read the Fairness Opinion in its entirety.

Q: Who intends to support the Arrangement Resolution?

A: Directors, officers and certain Shareholders, holding approximately 29.6% of the outstanding Orbec Shares and 34.6% of the Orbec Shares, Orbec Options and Orbec Warrants, collectively, as at the Record Date, have entered into Voting Support Agreements with the Purchaser, pursuant to which they have agreed to, among other things, vote in favour of the Arrangement Resolution. For more information, please see “The Arrangement – Voting Support Agreements” in the Circular.

Q: In addition to the approval of Securityholders, are there any other approvals required for the Arrangement?

A: Yes, the Arrangement requires the approval of the Court, the approval of the TSXV, as well as the approval of the TSX and NYSE as to the listing of the IAMGOLD Shares to be issued as Consideration Shares pursuant to the Arrangement. See “The Arrangement – Court Approval of the Arrangement” and “The Arrangement – Regulatory Approvals” in the Circular.

Q: What if Securityholders do not approve the Arrangement Resolution?

A: If the Arrangement Resolution is not approved by the Securityholders, the Arrangement will not be completed.

Pursuant to the terms of the Arrangement Agreement, if the Required Securityholder Approval is not obtained by the Outside Date, either the Company or IAMGOLD may terminate the Arrangement Agreement.

Q: What if the Court does not approve the Arrangement?

A: If the approval of the Court is not obtained prior to the Outside Date, the Arrangement will not be completed, even if Securityholders approve the Arrangement Resolution.

Q: What conditions must be satisfied to complete the Arrangement?

A: The Arrangement is conditional upon the receipt of, among other things: (i) the Required Securityholder Approval of the Arrangement Resolution; (ii) the Court’s approval; (iii) the TSXV conditionally approving the Arrangement; (iv) the TSX conditionally approving the listing of the IAMGOLD Shares to be issued as Consideration Shares pursuant to the Arrangement; (v) the approval of NYSE of the listing of the IAMGOLD Shares to be issued as Consideration Shares pursuant to the Arrangement; (vi) holders of no more than 5% of Orbec Shares exercising Dissent Rights; and (vii) the satisfaction of certain other closing conditions customary for transactions of this nature. For more information, please see “The Arrangement Agreement – Conditions to Closing” in this Circular.

Q: Do any directors or executive officers of Orbec have any interests in the Arrangement that are different from, or in addition to, those of the Securityholders?

A: In considering the recommendation of the Board to vote in favour of the matters discussed in this Circular, Securityholders should be aware that some of the directors and senior officers of Orbec have interests in the

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Arrangement that are different from, or in addition to, the interests of Securityholders generally. See “The Arrangement – Interests of Certain Directors and Executive Officers in the Arrangement” in this Circular.

Q: Will the Orbec Shares continue to be listed on the TSXV and traded on the OTC Pink Limited Market after the Arrangement?

A: No. The Orbec Shares will be delisted from the TSXV and removed from the OTC Pink Limited Market after the Arrangement has been completed and Orbec will become a directly wholly owned subsidiary of IAMGOLD. After the Arrangement has been completed, Former Shareholders will hold IAMGOLD Shares, which are listed on the TSX and NYSE.

Q: Should I send my Orbec Share and Orbec Warrant certificates or DRS Advices now?

A: You are not required to send your certificates or DRS Advices representing Orbec Shares and Orbec Warrants to validly cast your vote in respect of the Arrangement Resolution. Please see “Procedure for Surrender of Securities and Receipt of Consideration” in this Circular.

Where Orbec Shares are evidenced only by a DRS Advice(s), there is no requirement to first obtain a share certificate for those Orbec Shares. Only a properly completed and duly executed Letter of Transmittal, accompanied by the applicable DRS Advice(s) are required to be delivered to the Depositary in order to surrender those Orbec Shares under the Arrangement. A properly completed and duly executed Warrant Letter, accompanied by the applicable certificate(s) representing the Orbec Warrants, will be required to be delivered to the Depositary in order to surrender those Orbec Warrants under the Arrangement.

Do not send your Letter of Transmittal, Warrant Letter and certificate(s)/DRS Advice(s) to Orbec. Please follow the delivery instructions set forth in the Letter of Transmittal and Warrant Letter.

Q: How will I know when the Arrangement will be implemented?

A: The Effective Date will occur upon satisfaction or waiver of all of the conditions to the completion of the Arrangement. If the Required Securityholder Approval is obtained at the Meeting, the Effective Date is expected to occur on or about December 19, 2025. On the Effective Date, Orbec will publicly announce that the conditions are satisfied or waived and that the Arrangement has been completed.

Q: Are there risks I should consider in deciding whether to vote for the Arrangement Resolution?

A: Yes. Securityholders should carefully consider the risk factors relating to the Arrangement. Some of these risks include, but are not limited to: (i) there can be no certainty that all conditions precedent to the Arrangement will be satisfied; (ii) the market price of the Orbec Shares and IAMGOLD Shares may be materially adversely affected if the Arrangement is not completed; (iii) the Arrangement Agreement may be terminated in certain circumstances; (iv) the completion of the Arrangement is uncertain and Orbec will incur costs and may have to pay the Termination Fee even if the Arrangement is not completed; (v) the Arrangement may divert the attention of Orbec’s management; (vi) the Termination Fee provided under the Arrangement Agreement may discourage other parties from attempting to acquire Orbec; (vii) Orbec is restricted from taking certain actions while the Arrangement is pending; (viii) the IAMGOLD Shares issued in connection with the Arrangement may have a market value different than expected; (ix) directors and senior officers of Orbec have interests in the Arrangement that may be different from those of Securityholders generally; (x) IAMGOLD and Orbec may be the targets of legal claims, securities class action, derivative lawsuits and other claims; (xi) the completion of the Arrangement is uncertain and Orbec may have to repay certain amounts owing under the Convertible Debenture and (xii) as a holder of IAMGOLD Shares, you will be subject to the risks associated with an investment in IAMGOLD. See “Risk Factors” in this Circular.

Q: What are the Canadian income tax consequences of the Arrangement?

A: For a summary of certain material Canadian federal income tax consequences of the Arrangement to Shareholders, see “Certain Canadian Federal Income Tax Considerations” in this Circular. Such summary is not intended to be

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legal or tax advice to any particular Shareholder. Shareholders should consult their own tax and investment advisors with respect to their particular circumstances.

Q: What are the U.S. federal income tax consequences of the Arrangement?

A: For a summary of certain material U.S. federal income tax consequences of the Arrangement, see “Certain United States Federal Income Tax Consequences of the Arrangement” in this Circular. Such summary is not intended to be legal or tax advice to any particular Securityholder. Securityholders should consult their own tax and investment advisors with respect to their particular circumstances.

Q: What will happen to the Orbec Shares that I currently own after completion of the Arrangement?

A: Upon completion of the Arrangement, certificates or DRS Advices representing Orbec Shares will represent only the right of the Registered Shareholder to receive the Consideration for each Orbec Share held in accordance with the procedures set out in the Circular. It is expected that trading in Orbec Shares on the TSXV will cease approximately two to three trading days after completion of the Arrangement and Orbec will terminate its status as a reporting issuer under Canadian Securities Laws and will cease to be required to file reports with the applicable Canadian securities regulatory authorities. The IAMGOLD Shares are expected to continue to be listed on the TSX and NYSE.

QUESTIONS RELATING TO THE MEETING

Q: How do I access, attend and participate in the virtual Meeting?

A: We strongly encourage Registered Shareholders, Optionholders and Warrantholders to vote on the matters before the Meeting by proxy in the manner set out in the Circular regardless of whether such Securityholders will be attending the Meeting virtually. Registered Shareholders, Optionholders, Warrantholders and Non-Registered Shareholders (who have duly appointed themselves as proxyholders) should follow the instructions below if they would like to vote at the virtual Meeting.

To access the Meeting, Registered Shareholders, Optionholders, Warrantholders and Non-Registered Shareholders and duly appointed proxyholders (including any Non-Registered Shareholders who have appointed themselves as proxyholders) who have registered with Computershare in advance of the Meeting and guests will need to go to the following website in their web browser using their smartphone, tablet or computer: https://meetnow.global/MRNVKUT. Attendees will need the latest version of Google Chrome, Apple Safari, Microsoft Edge or Mozilla Firefox web browsers in order to access the Meeting online (Internet Explorer is not supported) and are responsible for ensuring that their web browser is compatible. Attendees are cautioned that internal network security protocols including firewalls and VPN connections may block access to the virtual meeting platform for the Meeting. If an attendee is experiencing any difficulty connecting or watching the Meeting, they should ensure that their VPN setting is disabled or use a computer on a network not restricted to the security settings of their organization. Attendees will be able to log into the site up to 60 minutes prior to the start of the Meeting. It is recommended that attendees login at least 15 minutes before the Meeting starts.

Once the webpage has loaded into an attendee’s web browser, the attendee is to click on the “Join Meeting Now” icon and then, if they are a Registered Shareholder, Optionholder or Warrantholder, select the “Securityholder” icon and enter their control number. For duly appointed proxyholders (including any Non-Registered Shareholders who have appointed themselves as proxyholders), they are to select the “Securityholder” icon and enter their invitation code. Registered Shareholders, Optionholders and Warrantholders will receive a 15-digit control number, located on their form of proxy. Duly appointed proxyholders (including any Non-Registered Shareholders who have appointed themselves as proxyholders) who have registered with Computershare in advance of the Meeting in accordance with the instructions described herein and in the related proxy materials will be provided with an invitation code by email from Computershare after the deadline for the deposit of proxies has passed.

Guests, including Non-Registered Shareholders who have not appointed themselves as proxyholders or registered with Computershare in advance of the Meeting in accordance with the instructions described herein and in the related proxy materials (and therefore do not have a control number or an invitation code), are to select the “Guest” icon at the login

screen and enter the information requested on the online form. Guests will be able to listen to a live audio webcast of the Meeting but will not be able to ask questions or vote online in real time at the Meeting.

See “General Proxy Information – Meeting Information – Attending the Meeting” and “General Proxy Information – Meeting Information – Accessing the Meeting” for additional information on how to navigate the virtual meeting platform, including how to vote and ask questions online in real time, at the Meeting.

Q: Who is soliciting my proxy?

A: Your proxy is being solicited by management of Orbec. This Circular is furnished in connection with that solicitation. The solicitation of proxies for the Meeting will be made primarily by mail, and may be supplemented by telephone and other means of contact.

If you have questions or require voting assistance, please contact John Tait, the Company’s Chief Executive Officer by email at [email protected].

Q: Who can attend and vote at the Meeting and what is the quorum for the Meeting?

A: Only holders of Orbec Shares, Orbec Options and Orbec Warrants of record as of the close of business on November 10, 2025, the Record Date for the Meeting, are entitled to receive notice of and to attend, and vote at, the Meeting or any adjournment(s) or postponement(s) of the Meeting.

For all purposes contemplated by this Circular, the quorum for the transaction of business at the Meeting will be at least two Shareholders present in person or represented by proxy representing shares aggregating at least 10% of the Orbec Shares entitled to be voted at the Meeting.

Q: What do I need to do now in order to vote prior to the Meeting?

A: You should carefully read and consider the information contained in this Circular. Securityholders are encouraged to vote using the following methods prior to the Meeting. To be effective, a proxy must be received by the Company’s transfer agent, Computershare, no later than 10:00 a.m. (Toronto time) on Thursday, December 11, 2025, or in the case of any postponement or adjournment of the Meeting, not less than 48 hours, excluding Saturdays, Sundays and statutory holidays, prior to the time of the postponed or adjourned meeting. Late forms of proxy may be accepted or rejected by the Chair of the Meeting, with the consent of IAMGOLD (such consent not to be unreasonably withheld, conditioned or delayed), and the Chair is under no obligation to accept or reject any particular late form of proxy.

Q: How do I know if I am a Registered Shareholder or a Beneficial Shareholder?

A: You may own Orbec Shares in one or both of the following ways:

If you are in possession of a physical share certificate or DRS Advice, you are a Registered Shareholder and your name and address are known to us through our Transfer Agent.
If you own Orbec Shares through an Intermediary, you are a Beneficial Shareholder and you will not have a physical share certificate or a DRS Advice. In this case, you will have an account statement from your bank or broker as evidence of your share ownership.

Most Shareholders are Beneficial Shareholders. Their Orbec Shares are registered in the name of an Intermediary, such as a bank, trust company, securities broker, trustee, custodian or other nominee who holds Orbec Shares on their behalf, or in the name of a clearing agency in which the Intermediary is a participant (such as CDS & Co.). Intermediaries have obligations to forward the Meeting materials to such Beneficial Shareholders unless otherwise instructed by the holder (and as required by regulation in some cases, despite such instructions).

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Q: If my Orbec Shares are held in the name of an Intermediary, will they automatically vote my Orbec Shares for me?

A: No. Specific voting instructions must be provided. See “How do I vote if my Orbec Shares are held in the name of an Intermediary?” below.

Q: How do I vote if my Orbec Shares are held in the name of an Intermediary?

A: Fill in the VIF you received with this package and carefully follow the instructions provided. You can send your voting instructions by phone or by mail or through the internet.

Only Registered Shareholders, Optionholders, Warrantholders, or the persons they appoint as proxies, are permitted to attend, and vote at the Meeting.

To attend and vote at the Meeting, Beneficial Shareholders should insert their name or the name of their chosen representative (who need not be a Securityholder) in the blank space provided in the VIF and follow the instructions on returning the form.

See “How do I appoint a third party as my proxyholder?” below for more information on how Beneficial Shareholders can appoint third parties as proxyholders.

Q: How do I appoint a third party as my proxyholder?

A: The following applies to Registered Shareholders, Optionholders and Warrantholders who wish to appoint a person other than the management nominees set forth in the form of proxy as proxyholder, AND Beneficial Shareholders who wish to appoint themselves as proxyholder to participate and vote at the Meeting.

You have the right to appoint any person or company you want to be your proxyholder. It does not have to be a Shareholder, Securityholder or the person designated in the enclosed form(s). Simply indicate the person’s name as directed on the enclosed proxy form(s) or complete any other legal proxy form and deliver it to Computershare Investor Services Inc. within the time hereinafter specified for receipt of proxies.

Securityholders who wish to appoint a third-party proxyholder to attend or vote at the Meeting as their proxy and vote their securities MUST submit their proxy (or proxies) or VIF, as applicable, appointing such third-party proxyholder in accordance with the instructions provided in the proxy or VIF, as applicable.

If you are a Beneficial Shareholder and wish to attend or vote at the Meeting, you have to insert your own name in the space provided on the VIF sent to you by your Intermediary, follow all of the applicable instructions provided by your Intermediary. By doing so, you are instructing your Intermediary to appoint you as proxyholder. It is important that you comply with the signature and return instructions provided by your Intermediary.

Q: How many Orbec securities are entitled to vote?

A: As of the Record Date, there were 108,915,590 Orbec Shares, 10,344,758 Orbec Options and 25,387,300 Orbec Warrants outstanding and entitled to vote at the Meeting. Each Orbec Share, Orbec Option and Orbec Warrant entitled to be voted at the Meeting will entitle the holder thereof to one vote at the Meeting for each Orbec Share, Orbec Option and Orbec Warrant held, respectively. Apart from the approvals required by Shareholders voting alone, the Securityholders will vote together as a single class.

Q: What vote is required at the Meeting to approve the Arrangement Resolution?

A: In order to become effective, the Arrangement Resolution must be approved by (i) not less than 66⅔% of the votes cast on such resolution by Shareholders present in person or represented by proxy and entitled to vote at the Meeting; (ii) not less than 66⅔% of the votes cast on such resolution by Securityholders, voting together as a single class, present in person or represented by proxy and entitled to vote at the Meeting, with Shareholders, Optionholders and

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Warrantholders being entitled to one vote for each Orbec Share, Orbec Option and Orbec Warrant, respectively; and (iii) not less than a simple majority of the votes cast on such resolution by Shareholders present in person or represented by proxy and entitled to vote at the Meeting, excluding the Excluded Shares (as defined in the accompanying Circular) for the purposes of MI 61-101.

Q: When is the cut-off time for delivery of proxies?

A: Proxies sent by mail or courier must be delivered to Computershare Investor Services Inc., not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting or any adjournment thereof. In this case, assuming no adjournment, the proxy cut-off time is 10:00 a.m. (Toronto time) on December 11, 2025. Online votes submitted via the internet www.investorvote.com must also be submitted by 10:00 a.m. (Toronto time) on December 11, 2025. The Chair of the Meeting, in his sole discretion, may accept late proxies or waive the deadline for accepting proxies.

A Beneficial Shareholder exercising voting rights through an Intermediary should consult the VIF from such Beneficial Shareholder’s Intermediary as the Intermediary may have earlier deadlines.

Q: What if I return my proxy but do not mark it to show how I wish to vote?

A: If your proxy is signed and dated and returned without specifying your choice or is returned specifying both choices, your Orbec Shares, Orbec Options and/or Orbec Warrants, as applicable, will be voted FOR the Arrangement Resolution in accordance with the recommendation of the Board.

Q: Can I change my vote after I submitted a signed proxy?

A: Yes. If you want to change your vote after you have delivered a proxy, you can do so by submitting a new, later dated, proxy before the proxy cut-off time.

Q: Am I entitled to Dissent Rights?

A: If you are a Registered Shareholder as at the close of business on the Record Date who duly and validly exercises Dissent Rights in accordance with the dissent procedures set forth in Section 185 of the OBCA, as modified by the Interim Order and the Plan of Arrangement (the “Dissent Procedures”), and the Arrangement Resolution is approved, you will be entitled to be paid the fair value of all, but not less than all, of your Orbec Shares calculated as of the close of business on the day before the Arrangement Resolution was adopted. This amount may be the same as, more than or less than the value of the Consideration per Orbec Share that will be paid under the Arrangement.

If you wish to dissent, you must ensure that a written notice is received by Orbec not later than 5:00 p.m. (Toronto time) on December 11, 2025 (or by 5:00 p.m. (Toronto time) on the second business day immediately preceding the date that any adjourned or postponed Meeting is reconvened), and must otherwise strictly comply with the Dissent Procedures as described in the Circular, all as described under “Rights of Dissenting Shareholders”.

For the sake of clarity, Optionholders and Warrantholders are not entitled to exercise any dissent rights in respect of the Arrangement Resolution.

It is recommended that you seek independent legal advice if you wish to exercise a right of dissent. Failure to strictly comply with the requirements set forth in Section 185 of the OBCA, as modified by the Interim Order and the Plan of Arrangement, may result in the loss of any right of dissent.

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Q: How can I revoke my proxy?

A: If you change your vote by submitting a new proxy before the proxy deadline, such change will revoke any previously filed proxy.

Also, you can revoke your proxy without a new vote by signing a written statement which indicates, clearly, that you want to revoke your proxy and delivering this signed written statement to the head office of Orbec at Suite 330, 215 Spadina Ave., Toronto, Ontario, M5T 2C7, or in any other manner permitted by law.

Your proxy will only be revoked if a revocation is received by 10:00 a.m. (Toronto time) on the last Business Day before the day of the Meeting or delivered to the person presiding at the Meeting before it commences. If you revoke your proxy and do not replace it with another that is deposited with us before the deadline, you can still vote your Orbec Shares, Orbec Options and/or Orbec Warrants, but to do so you must attend the Meeting and follow the procedures for voting in person.

Beneficial Shareholders should follow instructions provided to them by their Intermediary with respect to their VIF.

Q: Who to Call with Questions

A: Securityholders who have questions or need assistance with voting their Orbec Shares, Orbec Warrants or Orbec Options, as applicable, should contact Monique Hutchins, the Company’s Corporate Secretary by email at [email protected]. See “Additional Information” in this Circular.

If you have questions about deciding how to vote on the Arrangement Resolution, you should contact your own legal, tax, financial or other professional advisor.

xiv -

TABLE OF CONTENTS

MANAGEMENT INFORMATION CIRCULAR

1
- Introduction...1
- Information Contained in this Circular...1
- Information Concerning the Purchaser...1
- Information for U.S. Securityholders...2
- Cautionary Note Regarding Forward-Looking Statements...3
- Reference to Financial Information and Additional Information...5

GLOSSARY OF TERMS

SUMMARY

GENERAL PROXY INFORMATION

25
- Solicitation of Proxies...25
- Meeting Information...25
- Appointment and Revocation of Proxies...28
- Voting of Proxies and Exercise of Discretion...28
- Voting by Registered Shareholders...29
- Voting by Non-Registered Shareholders...30
- Voting by Non-Registered Shareholders located in the United States...31
- Notice-and-Access...32
- Guests...32
- Quorum...32
- Vote Counting...32

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

THE ARRANGEMENT

33
- Background to the Arrangement...33
- Recommendation of the Special Committee...36
- Recommendation of the Board...37
- Reasons for the Arrangement...37
- Fairness Opinion...40
- Implementation and Particulars of the Arrangement...41
- Effect of the Arrangement...42
- Letter of Transmittal...42
- Warrant Letter...43
- Cancellation of Rights After Six Years...44
- Effects of the Arrangement on Shareholders’ Rights...44
- Voting Support Agreements...45
- Sources of Funds for the Arrangement...45
- Interests of Certain Directors and Executive Officers in the Arrangement...45
- Expenses of the Arrangement...47

XV -

Required Securityholder Approval of the Arrangement ... 47
Regulatory Matters ... 48
Securities Law Matters ... 51

PROCEDURE FOR SURRENDER OF SECURITIES AND RECEIPT OF CONSIDERATION ... 53

Payment of Consideration ... 53
Depository Agreement ... 54
Certificates and Payment ... 54
Non-Registered Shareholders ... 55
Lost Certificates ... 55
Withholding Rights ... 55

THE ARRANGEMENT AGREEMENT ... 55

Conditions to the Arrangement Becoming Effective ... 56
Representations and Warranties ... 58
Covenants ... 59
Additional Covenants Regarding Notice and Cure Provisions ... 64
Additional Covenants Regarding Non-Solicitation, Superior Proposals and Right to Match ... 65
Term and Termination of the Arrangement Agreement ... 70
Insurance, Indemnification and Waiver ... 72
Amendments ... 73
Governing Law and Jurisdiction ... 73

RISK FACTORS ... 73

Risks Relating to the Arrangement ... 73
Risks relating to Orbec ... 76

INFORMATION CONCERNING ORBEC ... 76

Market for Securities ... 76
Price Range and Trading Volume ... 76
Previous Distributions ... 78
Financial Statements ... 78
Dividend Policy ... 78
Auditor, Transfer Agent and Registrar ... 78
Statement of Rights ... 79

INFORMATION CONCERNING THE PURCHASER ... 79

RIGHTS OF DISSENTING SHAREHOLDERS ... 79

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS ... 82

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE ARRANGEMENT ... 86

INDEBTEDNESS OF OFFICERS AND DIRECTORS OF ORBEC ... 93

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON ... 93

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS ... 94

MANAGEMENT CONTRACTS ... 94

xvi -

xvii -

ADDITIONAL INFORMATION...94
OTHER MATTERS...94
APPROVAL OF THE BOARD OF DIRECTORS...94
CONSENT OF EVANS & EVANS, INC...95

APPENDICES

APPENDIX A ARRANGEMENT RESOLUTION...A-1
APPENDIX B PLAN OF ARRANGEMENT...B-1
APPENDIX C FAIRNESS OPINION...C-1
APPENDIX D INTERIM ORDER...D-1
APPENDIX E NOTICE OF APPLICATION...E-1
APPENDIX F INFORMATION CONCERNING IAMGOLD...F-1
APPENDIX G INFORMATION CONCERNING THE COMBINED COMPANY...G-1
APPENDIX H DISSENT PROVISIONS OF THE OBCA...H-1
APPENDIX I COMPARISON OF RIGHTS OF ORBEC SHAREHOLDERS AND IAMGOLD SHAREHOLDERSI-1

MINES D'OR ORBEC INC.
MANAGEMENT INFORMATION CIRCULAR

Introduction

This Circular is furnished in connection with the solicitation of proxies by and on behalf of the management of the Company for use at the Meeting and any adjournment or postponement thereof. No person has been authorized to give any information or make any representation in connection with the Arrangement or any other matters to be considered at the Meeting other than those contained in this Circular and, if given or made, any such information or representation must not be relied upon as having been authorized and should not be relied upon in making a decision as to how to vote on the Arrangement.

These Meeting materials are being sent to registered holders of Orbec Shares, beneficial owners of Orbec Shares through Intermediaries, and to Optionholders and Warrantholders.

If you hold Orbec Shares through an Intermediary, you should contact your Intermediary for instructions and assistance in voting and surrendering the Orbec Shares that you beneficially own.

Information Contained in this Circular

The information contained in this Circular is given as at November 10, 2025, except where otherwise noted. This Circular does not constitute the solicitation of an offer to purchase any securities or the solicitation of a proxy by any person in any jurisdiction in which such solicitation is not authorized or in which the person making such solicitation is not qualified to do so or to any person to whom it is unlawful to make such solicitation.

Information contained in this Circular should not be construed as legal, tax or financial advice and Securityholders are urged to consult their own professional advisors in connection therewith.

In this Circular, references to “$” or “C$” are to amounts in Canadian dollars and references to “US$” are to amounts in United States dollars unless otherwise indicated.

THIS CIRCULAR AND THE TRANSACTIONS CONTEMPLATED BY THE ARRANGEMENT AGREEMENT AND THE PLAN OF ARRANGEMENT HAVE NOT BEEN APPROVED OR DISAPPROVED BY ANY SECURITIES REGULATORY AUTHORITY NOR HAS ANY SECURITIES REGULATORY AUTHORITY PASSED UPON THE FAIRNESS OR MERITS OF SUCH TRANSACTIONS OR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS AN OFFENCE.

Descriptions in this Circular of the terms of the Arrangement Agreement, the Plan of Arrangement and the Voting Support Agreements are summaries of the terms of those documents and are qualified in their entirety by such terms. Securityholders should refer to the full text of the Arrangement Agreement, the Plan of Arrangement and the Voting Support Agreements for complete details of those documents. The Arrangement Agreement and form of Voting Support Agreement have been filed by Orbec under its issuer profile on SEDAR+ at www.sedarplus.ca. In addition, the Plan of Arrangement is attached as Appendix B to this Circular.

Information Concerning the Purchaser

The information concerning the Purchaser and its subsidiaries contained in this Circular has been provided by the Purchaser for inclusion in this Circular and should be read together with, and is qualified by, the documents filed by the Purchaser with a securities commission or similar authority in Canada that are incorporated by reference herein. Although the Company has no knowledge that any statements contained herein taken from or based on such information provided by the Purchaser are untrue or incomplete, the Company assumes no responsibility for the accuracy of such information, or for any failure by the Purchaser or any of its subsidiaries or any of their respective representatives to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to the Company. In accordance with the

Arrangement Agreement, the Purchaser provided the Company with all necessary information concerning the Purchaser that is required by applicable Laws to be included in this Circular and ensured that such information does not contain any misrepresentations.

Information for U.S. Securityholders

THE IAMGOLD SHARES ISSUABLE IN CONNECTION WITH THE ARRANGEMENT HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR SECURITIES REGULATORY AUTHORITIES IN ANY STATE, NOR HAS THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES REGULATORY AUTHORITIES OF ANY STATE PASSED UPON THE ADEQUACY OR ACCURACY OF THIS INFORMATION CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The Company is a corporation existing under the laws of Ontario and is a “foreign private issuer” as defined in Rule 405 under the U.S. Securities Act and Rule 3b-4 under the U.S. Exchange Act. The solicitation of proxies and the transactions contemplated in this Circular are not subject to the proxy rules under Section 14(a) of the U.S. Exchange Act by virtue of an exemption for foreign private issuers, and therefore this solicitation is not being effected in accordance with U.S. Securities Laws. Accordingly, the solicitation and transactions contemplated in this Circular are made in the United States for securities of a Canadian issuer in accordance with Canadian corporate laws and Securities Laws, and this Circular has been prepared in accordance with disclosure requirements applicable in Canada. Securityholders in the United States should be aware that disclosure requirements under Canadian laws are different from those of the United States applicable to registration statements under the U.S. Securities Act and proxy statements under the U.S. Exchange Act. Securityholders in the United States should also be aware that other requirements under Canadian laws may differ from those required under United States corporate laws and U.S. Securities Laws.

The IAMGOLD Shares are being issued in reliance on the exemption from the registration requirements of the U.S. Securities Act set forth in Section 3(a)(10) thereof on the basis of the approval of the Court, and similar exemptions from registration under applicable state securities laws. Section 3(a)(10) of the U.S. Securities Act exempts the issuance of any securities issued in exchange for one or more bona fide outstanding securities from the registration requirements under the U.S. Securities Act where the terms and conditions of the issuance and exchange of such securities have been approved by a court of competent jurisdiction that is expressly authorized by law to grant such approval, after a hearing upon the substantive and procedural fairness of the terms and conditions of such issuance and exchange at which all persons to whom it is proposed to issue the securities have the right to appear and receive timely and adequate notice thereof. The Court is authorized to conduct a hearing at which the substantive and procedural fairness of the terms and conditions of the Arrangement will be considered. The Court issued the Interim Order on November 10, 2025 and, subject to the approval of the Arrangement by the Securityholders, a hearing of the application for the Final Order is currently scheduled to take place on December 18, 2025 before the Court at 9:30 a.m. (Toronto time) by video conference, or as soon thereafter as counsel may be heard. All Securityholders are entitled to appear and be heard at this hearing. The Final Order will be relied upon as a basis for the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof with respect to the IAMGOLD Shares to be received by Shareholders pursuant to the Arrangement in exchange for their Orbec Shares. Prior to the hearing of the Final Order, the Court will be informed that the Parties will so rely upon the Final Order.

The Arrangement has not been approved or disapproved by the United States Securities and Exchange Commission or any other securities regulatory authority, nor has any securities regulatory authority passed upon the fairness or the merits of this transaction or upon the accuracy or adequacy of the information contained in this Circular.

Securityholders in the United States should be aware that the financial statements and financial information of the Company are prepared in accordance with IFRS as issued by the International Accounting Standards Board and are subject to Canadian auditing and auditor independence standards, each of which differ in certain material respects from United States generally accepted accounting principles and auditing and auditor independence standards and thus may not be comparable in all respects to financial statements and information of United States companies.

Securityholders should be aware that the acquisition of the securities described herein may have tax consequences both in the United States and in Canada. Such consequences for investors who are resident in, or citizens of, the United States are not described herein. U.S. Securityholders should consult their own tax advisors with respect to their own particular circumstances.

The enforcement by investors of civil liabilities under the U.S. Securities Laws may be affected adversely by the fact that each of Orbec and IAMGOLD is incorporated or organized outside the United States, that some or all of their respective officers and directors and the experts named herein are residents of a foreign country, and that all or a substantial portion of the assets of Orbec and IAMGOLD and said persons are located outside the United States. As a result, it may be difficult or impossible for U.S. Securityholders to effect service of process within the United States upon Orbec or IAMGOLD, their respective officers or directors or the experts named herein, or to realize against them upon judgments of courts of the United States predicated upon civil liabilities under the federal securities laws of the United States or "blue sky" laws of any state within the United States. In addition, U.S. Securityholders should not assume that the courts of Canada: (a) would enforce judgments of United States courts obtained in actions against such persons predicated upon civil liabilities under the federal securities laws of the United States or "blue sky" laws of any state within the United States; or (b) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under the federal securities laws of the United States or "blue sky" laws of any state within the United States.

Certain disclosure referred to herein was prepared in accordance with NI 43-101 which may differ significantly from the requirements of the SEC. The terms "mineral reserves" and "mineral resources" used in this Circular, or incorporated by reference therein, are in reference to the mining terms defined in the Canadian Institute of Mining, Metallurgy and Petroleum Standards, which definitions have been adopted by NI 43-101. Accordingly, information contained in this Circular providing descriptions of mineral deposits in accordance with NI 43-101 may not be comparable to similar information made public by other U.S. companies subject to the United States federal securities laws and the rules and regulations thereunder.

Without limiting the foregoing, information concerning the mineral properties of IAMGOLD has been prepared in accordance with the requirements of Canadian securities laws, which differ in material respects from the requirements of securities laws of the United States. These standards may differ significantly from the disclosure requirements of the SEC, and mineral reserve and mineral resource information contained and incorporated by reference herein may not be comparable to similar information disclosed in accordance with the rules and regulations promulgated by the SEC.

Cautionary Note Regarding Forward-Looking Statements

This Circular contains forward-looking statements and forward-looking information within the meaning of applicable Securities Laws and which are based on the currently available competitive, financial and economic data and operating plans of management of the Company as of the date hereof unless otherwise stated. Forward-looking statements are provided for the purpose of presenting information about management's current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. The use of any of the words "may", "will", "plan", "expect", "anticipate", "estimate", "intend", "indicate", "scheduled", "target", "goal", "potential", "subject", "efforts", "option" or the negative of such terms and similar expressions are intended to identify forward-looking statements or information. More particularly and without limitation, this Circular contains forward-looking statements and information concerning: the Arrangement and the completion thereof; covenants of Orbec and IAMGOLD in relation to the Arrangement; the timing for the implementation of the Arrangement, including the expected Effective Date of the Arrangement; the anticipated benefits of the Arrangement; the principal steps of the Arrangement; the process and timing of delivery of the Consideration to Shareholders and the Cash Equivalent Consideration to Optionholders and Warrantholders, if any, following the Effective Time; the receipt of the necessary Securityholder approvals; the anticipated tax treatment of the Arrangement for Securityholders; statements made in, and based upon the Fairness Opinion (as defined herein); statements relating to the business of IAMGOLD and Orbec after the date of this Circular and prior to, and after, the Effective Time; the impact of the Arrangement on employees and local stakeholders; the strengths, characteristics, market position, and future financial or operating performance and potential of IAMGOLD; the amounts received by the directors and senior officers of Orbec under the Arrangement; delisting of the Orbec Shares from the TSXV and their removal from the OTC Pink Limited Market; ceasing of reporting issuer status of Orbec; the listing of the IAMGOLD Shares issuable pursuant to the Arrangement on the TSX and NYSE; the availability of the exemption under Section 3(a)(10) of the U.S. Securities Act for the securities issuable pursuant to the Arrangement; the transfer restrictions (or lack thereof) with respect to the IAMGOLD Shares issued to Shareholders upon the completion of the Arrangement; the liquidity of IAMGOLD Shares following the Effective Time; the market price of IAMGOLD Shares; the number of IAMGOLD Shares expected to be issued pursuant to the Arrangement and the total number of issued and outstanding IAMGOLD Shares following the Arrangement; the expected ownership of IAMGOLD Shares by Shareholders and existing IAMGOLD shareholders upon completion of the Arrangement; anticipated developments in the operations of IAMGOLD; expectations regarding the growth of IAMGOLD; the business prospects and opportunities of Orbec and IAMGOLD; estimates of mineral resources and mineral reserves; the future demand for and prices of commodities; the

future size and growth of metals markets; the timing and amount of estimated future production of Orbec and IAMGOLD; expectations regarding costs of production and capital and operating expenditures; estimates of the mine life of mineral projects; expectations regarding the costs and timing of exploration and development, and the success of such activities; sales expectations; the timing and possible outcome of pending litigation in future periods; the timing and possible outcome of regulatory and permitted matters; goals; strategies; future growth; planned future acquisitions (other than the Arrangement); the management, directorship and corporate structure of IAMGOLD following the Arrangement; the adequacy of financial resources; and other events or conditions that may occur in the future or future plans, projects, objectives, estimates and forecasts, and the timing related thereto.

In respect of the forward-looking statements and information in this Circular, the Company has provided such forward-looking statements and information in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the ability of the Parties (as defined herein) to receive, in a timely manner and on satisfactory terms, the necessary Court, securityholder and other third party approvals; the listing of the IAMGOLD Shares to be issued in connection with the Arrangement on the TSX and on the NYSE; the ability of the Parties to satisfy, in a timely manner, the other conditions to the closing of the Arrangement; the Company's and the Purchaser's ability to obtain all necessary regulatory approvals for operations in a timely manner; the adequacy of the financial resources of the Company and IAMGOLD; sustained labour stability and availability of equipment; the maintaining of positive relations with local groups; favorable equity and debt capital markets; stability in financial capital markets and other expectations and assumptions which management believes are appropriate and reasonable. The anticipated dates provided in this Circular regarding the Arrangement may change for a number of reasons, including the inability to secure the necessary regulatory, Court, securityholder or other third-party approvals in the time assumed or the need for additional time to satisfy the other conditions to the completion of the Arrangement. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this Circular.

Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of risks, uncertainties and factors. Such risks, uncertainties and factors include, among others: the risk that the Arrangement may not close when planned or at all or on the terms and conditions set forth in the Arrangement Agreement; the failure of the Company and the Purchaser to obtain the necessary regulatory, Court, Securityholder and other third-party approvals, or to otherwise satisfy the conditions to the completion of the Arrangement, in a timely manner, or at all; if a third party makes a Superior Proposal (as defined herein), the Arrangement may not be completed and the Company may be required to pay the Termination Fee (as defined herein); if the Arrangement is not completed, and the Company continues as an independent entity, there are risks that the announcement of the Arrangement and the dedication of substantial resources of the Company to the completion of Arrangement could have an impact on the Company's current business relationships and could have a material adverse effect on the current and future operations, financial condition and prospects of the Company; the failure of the Company to comply with the terms of the Arrangement Agreement may, in certain circumstances, result in the Company being required to pay the Termination Fee to IAMGOLD, the result of which could have a material adverse effect on the Company's financial position and results of operations and its ability to fund growth prospects and current operations; the benefits expected from the Arrangement may not be realized; risks associated with business integration; risks related to the Parties' respective properties; risks related to competitive conditions; risks associated with the Parties' lack of control over mining conditions; risks related to the operations of the Parties; the risk that actual results of current exploration activities may be different than forecasts; risks related to reclamation activities; the risk that project parameters may change as plans continue to be refined; risks related to changes in laws, regulations and government practices; risks associated with the uncertainty of future prices of gold and silver and other metals and currency exchange rates; the risk that plant, equipment or processes may fail to operate as anticipated; risks related to accidents and labour disputes and other risks inherent to the mining and mineral exploration industry; risks associated with delays in obtaining governmental approvals or financing or in the completion of exploration or development activities; risks related to the inherent uncertainty of mineral resource and mineral reserve estimates; risks associated with uncertainties inherent to feasibility and other economic studies; health, safety and environmental risks; and the risks discussed under the heading "Risk Factors" and elsewhere in the Circular, including in the documents incorporated by reference in the Circular.

Securityholders are cautioned that the foregoing list of factors is not exhaustive. Additional information on other factors that could affect the operations or financial results of the Parties is included in reports filed by the Company and the Purchaser with the securities commissions or similar authorities in Canada (which are available under the Company's and the Purchaser's respective SEDAR+ profile at www.sedarplus.ca and at the Purchaser's U.S. EDGAR profile at www.sec.gov).

The forward-looking statements and information contained in this Circular are made as of the date hereof and the Company and IAMGOLD undertake no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless required by applicable Securities Laws and readers should also carefully consider the matters discussed under the heading "Risk Factors" and the risks described in the annual information form for IAMGOLD dated March 21, 2025, the management's discussion and analysis for IAMGOLD for the year ended December 31, 2024, and the management's discussions and analysis for IAMGOLD for the third quarter ended September 30, 2025, and other documents incorporated by reference herein. All forward-looking statements contained in Appendix F, Appendix G, and elsewhere in this Circular are expressly qualified in their entirety by the cautionary statements set forth above and in any document incorporated by reference herein.

Reference to Financial Information and Additional Information

Financial information provided in the Company's comparative annual financial statements and the Company's management discussion and analysis for the year ended December 31, 2024 is available on SEDAR+ at www.sedarplus.ca. You can obtain additional documents related to the Company without charge on SEDAR+ at www.sedarplus.ca. You can also obtain documents related to the Company without charge by visiting the Company's website at www.orbec.ca.

GLOSSARY OF TERMS

In this Circular, the following capitalized words and terms shall have the following meanings:

"Acceptable Confidentiality Agreement" means a confidentiality and standstill agreement on commercially reasonable terms and conditions (it being understood and agreed that such confidentiality and standstill agreement need not prohibit or restrict the making of any Acquisition Proposal (and related communications) on a confidential basis to the Company or the Board and such confidentiality and standstill agreement may include clean team provisions, addendums or related agreements).

"Acquisition Proposal" means, other than the Arrangement and any transaction involving only the Company, on the one hand, and its wholly-owned Subsidiary on the other hand, any offer, proposal or inquiry, whether written or oral, from any Person or group of Persons (other than the Purchaser or any of its affiliates) acting "jointly or in concert" (within the meaning of NI 62-104) after the date of the Arrangement Agreement relating to, in each case whether in a single transaction or a series of related transactions: (a) any direct or indirect acquisition by take-over bid, tender offer or exchange offer (in each case including an exempt bid or offer), treasury issuance or other transaction that, if consummated, would result in any Person or group of Persons acting "jointly or in concert" (as such term is defined in NI 62-104, or in the case of a parent to parent transaction, their shareholders), other than the Purchaser or an affiliate of the Purchaser) beneficially owning Orbec Shares (or securities convertible into or exchangeable or exercisable for Orbec Shares) representing 20% or more of the Orbec Shares then outstanding; (b) any amalgamation, plan of arrangement, share exchange, business combination, merger, consolidation, recapitalization, reorganization, liquidation, dissolution, winding-up, exclusive licence or other similar transaction involving the Company and/or one or more Subsidiaries of the Company, or any liquidation, dissolution or winding-up of the Company and/or one or more Subsidiaries of the Company which represents, individually or in the aggregate, 20% or more of the consolidated assets or contributed 20% or more of the consolidated revenues or earnings of the Company and its Subsidiaries, taken as a whole; (c) any direct or indirect acquisition or sale, disposition or joint venture (or any lease, long-term supply arrangement licence or other arrangement having the same economic effect as a sale) of assets of the Company and/or one or more Subsidiaries of the Company which represents, individually or in the aggregate, 20% or more of the consolidated assets or contributed 20% or more of the consolidated revenues or earnings of the Company and its Subsidiaries, taken as a whole; (d) any other similar transaction or series of related transactions involving the Company or its Subsidiaries that would have the same effect as those referred to in items (a) to (c) above; or (e) any proposed amendment of, or public announcement of an intention to do, any of the foregoing, (and, for purposes of the foregoing, the consolidated assets and consolidated annual revenue shall be determined based upon the most recent publicly available consolidated financial statements of the Company) excluding the Contemplated Transactions and any transaction to which the Purchaser or an affiliate of the Purchaser is a party.

"affiliate" and "associate" have the meanings respectively ascribed thereto under the OBCA.

"allowable capital loss" has the meaning ascribed thereto in "Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Taxation of Capital Gains and Capital Losses".

"Applicable Securities Laws" means the Securities Act (Ontario) and all other applicable Canadian provincial and territorial securities Laws, rules and regulations and published policies thereunder and, with respect to the Company, includes the rules of the TSXV applicable to companies listed thereon and, with respect to the Purchaser, includes the rules of the TSX and NYSE applicable to the companies listed thereon.

"Arrangement" means the arrangement pursuant to the provisions of Sections 182 and 183 of the OBCA in accordance with the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations thereto made in accordance with Section 8.4 of the Arrangement Agreement or the Plan of Arrangement or made at the direction of the Court either in the Interim Order or Final Order with the written consent of the Company and the Purchaser, each acting reasonably.

"Arrangement Agreement" means the arrangement agreement dated as of October 19, 2025, between the Purchaser and the Company, including the schedules attached thereto and the Company Disclosure Letter, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof.

"Arrangement Resolution" means the special resolution approving the Plan of Arrangement to be considered at the Meeting, to be substantially in the form and with the content of Appendix A hereto, subject to any amendments or variations thereto made in accordance with the terms of the Arrangement Agreement or made at the direction of the Court in the Interim Order with the consent of the Company and the Purchaser, each acting reasonably.

"Authorization" means with respect to any Person, any authorization, order, sanction, waiver, permit, approval, grant, licence, registration, consent, right, notification, condition, franchise, privilege, certificate, judgment, writ, injunction, award, determination, direction, decision, decree, bylaw, rule, regulation or other authorization of and from any Governmental Entity having jurisdiction over the Person.

"Beneficial Shareholder" means a person who holds Orbec Shares through an Intermediary or who otherwise does not hold Orbec Shares in the person's name.

"Board" means the board of directors of the Company, as constituted from time to time.

"Board Recommendation" means a statement that the Board and the Special Committee have received the Fairness Opinion and that the Board and the Special Committee have, after receiving advice of outside legal and financial advisors, unanimously determined that the execution, delivery and performance of the Arrangement Agreement is in the best interests of the Company and the Arrangement is fair to the Securityholders and recommends that the Securityholders vote in favour of the Arrangement Resolution.

"Broadridge" means Broadridge Financial Solutions, Inc.

"Business Day" means a day other than a Saturday, a Sunday or any other day on which commercial banking institutions in Toronto, Ontario are authorized or required by applicable Law to be closed.

"Canada-U.S. Tax Treaty" has the meaning ascribed thereto in "Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada – Dividends on IAMGOLD Shares".

"Cash Consideration" means C$0.0625 per each Orbec Share.

"Cash Equivalent Consideration" means the excess (if any) of C$0.125 over the applicable exercise price per Orbec Option or Orbec Warrant, as applicable, multiplied by the number of Orbec Shares such Orbec Option or Orbec Warrant, as applicable, entitles the holder thereof to purchase.

"Cassels" means Cassels Brock & Blackwell LLP, the Company's legal advisor.

"Change of Recommendation" by the Board (or if applicable, any committee of the Board) means, prior to the obtaining the required level of approval for the Arrangement Resolution, (i) any amendment, withdrawal, modification or qualification of the Board Recommendation in any manner adverse to the Purchaser; (ii) any approval, acceptance, recommendation or

endorsement by the Board of, or public proposal by the Board to approve, accept, recommend or endorse any publicly announced or otherwise publicly disclosed Acquisition Proposal (other than an Acceptable Confidentiality Agreement in accordance with Section 7.2(6) of the Arrangement Agreement) (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal for not more than five (5) Business Days after the formal announcement of an Acquisition Proposal shall be deemed to not be a Change in Recommendation so long as the Board (or, if applicable, any committee of the Board) has rejected such Acquisition Proposal and affirmed the Board Recommendation at or prior to the end of such five (5) Business Day period); (iii) any failure to publicly reaffirm the unanimous recommendation of the Board that the Securityholders vote in favour of the Arrangement within five (5) Business Days after having been requested in writing by the Purchaser to do so (or in the event that the Meeting is scheduled to occur within such five (5) Business Day period, beyond the third (3rd) Business Day prior to the date of the Meeting, as such Meeting may be adjourned in accordance with the Arrangement Agreement), except if so requested during any Right to Match Period (as such term is defined in the Arrangement Agreement); or (iv) any public announcement by the Company or the Board of its intention to do any of the foregoing.

"Circular" means this management information circular, including the Notice of Meeting and all appendices hereto and all documents incorporated by reference herein, and all amendments or supplements thereof.

"commercially reasonable efforts" with respect to any Party means the cooperation of such Party and the use by such Party of its reasonable efforts consistent with reasonable commercial practice without payment or incurrence of any material liability or obligation.

"Company" or "Orbec" means Mines D'Or Orbec Inc., a company organized under the OBCA.

"Company Annual Financial Statements" means the audited consolidated financial statements of the Company as at, and for the years ended, December 31, 2024 and December 31, 2023 including the notes thereto and the auditor's report thereon.

"Company Disclosure Letter" means the disclosure letter dated October 19, 2025 regarding the Arrangement Agreement that was executed by the Company and delivered to the Purchaser concurrently with the execution of the Arrangement Agreement.

"Company Financial Statements" means, collectively, the Company Annual Financial Statements and the Company Interim Financial Statements.

"Company Interim Financial Statements" means the unaudited condensed interim consolidated financial statements of the Company as at, and for the three and nine months ended June 30, 2025 including the related notes thereto.

"Company Material Properties" means all of the Company's rights, title and interest in the Muus (including Muus Principal, Muus East, Muus West, Muus Tectonic, Muus Extension, Muus Southwest, and Muus S-Fold), Fancamp, Embry, and Nisk properties.

"Company Mineral Rights" means all mineral interests and rights (including any mineral claims, mining claims, concessions, exploration licences, exploitation licences, prospecting permits, mining leases and mining rights, in each case, either existing under contract, by operation of Laws or otherwise) held by the Company or its Subsidiaries in respect of the Company Material Properties.

"Company MD&A" means the Company's management discussion and analysis for the year ended December 31, 2024.

"Company Public Disclosure Record" means all documents filed by or on behalf of the Company on SEDAR+ since January 1, 2024 and prior to the date hereof that are publicly available on the date thereof.

"Company Senior Management" means the Executive Chairman of the Company, the Company's President and Chief Executive Officer, and the Company's Chief Financial Officer.

"Computershare" means Computershare Trust Company of Canada or Computershare Investor Services Inc., as the context requires.

"Confidentiality Agreement" means the confidentiality agreement dated as of July 4, 2025 between the Purchaser and the Company.

"Consideration" means the consideration to be received by Shareholders (other than the Purchaser and a Dissenting Shareholder) pursuant to the Plan of Arrangement as consideration for their Orbec Shares, consisting of the Share Consideration and the Cash Consideration.

"Consideration Shares" means the IAMGOLD Shares to be issued as Consideration pursuant to the Arrangement.

"Constating Documents" means the Notice of Articles and Articles of the Company, as the same may be amended, replaced or otherwise modified from time to time.

"Convertible Debenture" means the unsecured convertible debenture in the principal amount of C$500,000 issued by the Company to IAMGOLD on October 19, 2025.

"Contemplated Transactions" means the Plan of Arrangement and the other transactions contemplated in the Arrangement Agreement and/or necessary for the parties to effect the Arrangement under the Arrangement Agreement.

"Contract" means any written or oral contract, agreement, license, franchise, lease (including any Lease), arrangement, commitment, understanding, joint venture, partnership or other right or obligation to which a Party or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound or to which any of their respective properties or assets is subject.

"Court" means the Ontario Superior Court of Justice (Commercial List).

"CRA" means the Canada Revenue Agency.

"Data Room" means the electronic data room made accessible to IAMGOLD in connection with the conduct by IAMGOLD of its due diligence on Orbec under a project name known to IAMGOLD and its Representatives, the contents of which on the date of the Arrangement Agreement are set forth in the index of documents, which is included in Section 1.1(a) of the Company Disclosure Letter, as such electronic data room existed as of 5:00 p.m. (Toronto time) on October 19, 2025.

"Depository" means Computershare Trust Company of Canada in its capacity as depositary for the Arrangement.

"Dissent Notice" has the meaning ascribed thereto in "Rights of Dissenting Shareholders".

"Dissent Procedures" means the procedures set forth in Section 186 of the OBCA, as modified by the Interim Order and the Plan of Arrangement.

"Dissent Rights" means the right of dissent exercisable by each Registered Shareholder as of the Record Date in respect of the Arrangement under Section 185 of the OBCA, as modified by the Interim Order and the Plan of Arrangement.

"Dissent Shares" means all Orbec Shares held by a Dissenting Shareholder and in respect of which the Dissenting Shareholder has validly given a notice of dissent.

"Dissenting Shareholder" means a Registered Shareholder as at the close of business on the Record Date that duly and validly exercises Dissent Rights, in strict compliance with the Dissent Procedures set out in Section 185 of the OBCA, as modified by the Interim Order and Plan of Arrangement, in respect of all Orbec Shares held and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights.

"DRS Advices" means the direct registration system advices held by some Shareholders representing their Orbec Shares.

"Effective Date" means, subject to obtaining the Final Order, as promptly as possible, but in no event later than on the third (3rd) Business Day after the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is stipulated, and subject to applicable Laws, of the conditions (excluding conditions that, by their terms, cannot be satisfied until the Effective Time, but subject to the satisfaction or, where not prohibited, the waiver by the applicable Party

or Parties in whose favour the condition is stipulated, of those conditions as of the Effective Time) set forth in Section 6 of the Arrangement Agreement, unless another time or date is agreed to in writing by the Parties

"Effective Time" means 12:01 a.m. (Toronto time) on the Effective Date or such other time as the Company and the Purchaser may agree to in writing before the Effective Date.

"Evans & Evans" means Evans & Evans, Inc.

"Excluded Shares" has the meaning ascribed thereto in "The Arrangement – MI 61-101".

"Fairness Opinion" means the written opinion of Evans & Evans, Inc. addressed to the Board and the Special Committee, to the effect that, as of the date of such opinion and based on and subject to the assumptions, limitations and qualifications set forth therein, the Consideration under the Arrangement is fair, from a financial point of view, to the Company Securityholders. The full text of the Fairness Opinion is appended as Appendix C to this Circular.

"Final Order" means the final order of the Court, after being informed of the intention to rely upon the exemption from registration under Section 3(a)(10) of the U.S. Securities Act with respect to the Share Consideration issued to Company Shareholders in the United States pursuant to the Arrangement and after a hearing upon the procedural and substantive fairness of the terms and conditions of the Arrangement, in a form acceptable to the Company and the Purchaser, each acting reasonably, approving the Arrangement as such order may be amended by the Court (with the consent of both the Company and the Purchaser, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to both the Company and the Purchaser, each acting reasonably) on appeal.

"Former Shareholder" means a Shareholder immediately prior to the Effective Time.

"Governmental Entity" means any (i) supranational, multinational, federal, territorial, provincial, state, regional, municipal, local or other governmental or public ministry, department, central bank, court, commission, tribunal, board, bureau or agency, domestic or foreign, (ii) subdivision, agent or authority of any of the above, (iii) quasi-governmental or private body, including any tribunal, commission, regulatory agency or self-regulatory organization, exercising any regulatory, expropriation or taxing authority under or for the account of any of the above, or (iv) stock exchange, and "Governmental Entities" means more than one Governmental Entity.

"Holder" has the meaning ascribed thereto in "Certain Canadian Federal Income Tax Considerations".

"IAMGOLD AIF" has the meaning ascribed thereto in Appendix F.

"IAMGOLD Annual Financial Statements" has the meaning ascribed thereto in Appendix F.

"IAMGOLD Annual MD&A" has the meaning ascribed thereto in Appendix F.

"IAMGOLD Interim Financial Statements" has the meaning ascribed thereto in Appendix F.

"IAMGOLD Q3 MD&A" has the meaning ascribed thereto in Appendix F.

"IAMGOLD Shares" means voting common shares in the capital of IAMGOLD.

"IFRS" means International Financial Reporting Standards as incorporated in the CPA Canada Handbook, at the relevant time applied on a consistent basis.

"Interim Order" means the interim order of the Court, after being informed of the intention to rely upon the exemption from registration under Section 3(a)(10) of the U.S. Securities Act with respect to the Share Consideration to be issued to Shareholders in the United States issued pursuant to the Arrangement, in a form acceptable to the Company and the Purchaser, each acting reasonably, providing for, among other things, the calling and holding of the Meeting, as such order may be

amended, modified, supplemented or varied by the Court (provided that any such amendment, modification, supplement or variation is acceptable to both the Company and the Purchaser, each acting reasonably).

“Intermediary” means, collectively, a broker, investment dealer, bank, trust company, nominee or other intermediary.

“IRS” has the meaning ascribed thereto in “Certain United States Federal Income Tax Consequences of the Arrangement”.

“Key Regulatory Approvals” means the Stock Exchange Approvals.

“Law” or “Laws” means any applicable laws, including international, multinational, federal, national, provincial, state, municipal and local laws (statutory, common or otherwise), constitutions, treaties, conventions, statutes, principles of law and equity, rulings, ordinances, judgments, determinations, awards, decrees, injunctions, writs, certificates and orders, notices, bylaws, rules, regulations, ordinances, or other requirements, guidelines, policies or instruments, whether domestic or foreign, and the terms and conditions of any grant of approval, permission, authority or licence or other similar requirement enacted, adopted, promulgated, or applied by any Governmental Entity having the force of law, and the term “applicable” with respect to such Laws and in a context that refers to one or more persons, means such Laws as are binding upon or applicable to such person or its assets.

“Lease” means any contract pursuant to which the Company or any of its Subsidiaries is a tenant, licensee, subtenant, landlord, licensor or a sub-landlord of any leasehold or sub-leasehold estate or other right or license to use or occupy any land, buildings, structures, premises, improvements, fixtures or other interest in real property.

“Letter of Transmittal” means the letter of transmittal and election form to be sent to the Shareholders for use in connection with the Arrangement.

“Liens” means any mortgage, hypothec, pledge, assignment, charge, lien, claim, security interest, encroachment, option, right of first refusal or first offer, occupancy rights, defect in title, covenants, adverse interest, adverse claim, easement, right of way or other third person interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing.

“Locked-up Shareholders” means, collectively, the directors, officers and certain Shareholders of the Company, each of whom have entered into Voting Support Agreements.

“Material Adverse Change” means in respect of any Person, any change, effect, event, development, action, omission, occurrence, state of fact or circumstance, that individually or in the aggregate with other such changes, effects, events, developments, actions, omissions, occurrences, states of fact or circumstance, is or would reasonably be expected to be both material and adverse to the condition (financial or otherwise), properties, assets, liabilities (contingent or otherwise), obligations, capitalization, business operations, results of operations of that Person and its Subsidiaries and joint venture investments taken as a whole, other than any change, effect, event, development, action, omission, occurrence, state of fact or circumstance to the extent resulting from or relating to:

(a) any changes in general conditions affecting the industry in which such Person operates;
(b) any general economic, securities, currency, financial or political conditions or global financing and capital markets, worldwide, in North America or in Canada;
(c) any change in global, national or regional political conditions (including the outbreak or escalation of acts of war, sabotage, terrorism, military actions or the escalation thereof);
(d) any natural disaster or similar acts of nature;
(e) any epidemic, pandemic or outbreaks of illness or other health crisis or public health event or any worsening thereof;
(f) any changes in the market price of gold;

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(g) any changes in applicable Laws or the regulatory environment, relating to the industry in which such Person operates, or accounting rules or principles, including IFRS;

(h) any failure to meet public financial projections or forecasts (it being understood that the causes underlying such change may be taken into account in determining whether a Material Adverse Change has occurred);

(i) any actions taken (or omitted to be taken) upon the request or with the consent of the other Party, in connection with the Arrangement Agreement or related agreements or the consummation of the transactions contemplated the Arrangement Agreement;

(j) any action taken by the relevant Party or any of its Subsidiaries which is required, or expressly contemplated, to be taken pursuant to the Arrangement Agreement;

(k) the negotiation, execution, announcement, pendency or performance of the Arrangement Agreement or consummation of the Arrangement; or

(l) a change in the market trading price or trading volume of securities of that Person (it being understood that the causes underlying such change may, unless otherwise excluded by clauses (a) through (g), be taken into account in determining whether a Material Adverse Change has occurred), including as a result of the announcement of the Arrangement Agreement or the Contemplated Transactions, or any suspension of trading in securities generally on any securities exchange on which any securities of the relevant Party trade,

provided, however, if any change, event, occurrence, effect, state of facts and/or circumstance referred to in clauses (a) through to and including (h) above has a materially and disproportionately adverse effect on the Company and its Subsidiaries, taken as a whole, relative to other comparable entities operating in the mining industry, such effect may be taken into account in determining whether a Material Adverse Change has occurred (in which case only the incremental disproportionate adverse effect may be taken into account in determining whether there has occurred a Material Adverse Change).

"Material Contract" means any Contract to which the Company or any of its Subsidiaries is a party or by which its respective assets are bound that: (a) which, if terminated or modified or if it ceased to be in effect, would reasonably be expected to have a Material Adverse Change in respect of the Company; (b) under which the Company or any of its Subsidiaries has, directly or indirectly, guaranteed any liabilities or obligations of a third party (other than ordinary course endorsements for collection) in excess of C$25,000; (c) relating to indebtedness for borrowed money, whether incurred, assumed, guaranteed or secured by any asset, with an outstanding principal amount in excess of C$25,000 or that is otherwise material to the business or to the operations of the Company and its Subsidiaries, on a consolidated basis; (c) providing for the establishment, investment in, operation, organization or formation of any joint venture, strategic relationship, limited liability company, partnership, or similar entity; (d) under which the Company or any of its Subsidiaries is obligated to make or expects to receive payments in excess of C$25,000; (e) limits or restricts the Company or any of its Subsidiaries from engaging in any line of business or any geographic area, or from competing with any Person or operating or acquiring assets in any location in any material respect, the scope of Persons to whom the Company or any of its Subsidiaries may sell products or deliver services, or grants a third party a "most favoured nation" or similar right that would reasonably be expected to be material to the business or to the operations of the Company and on its Subsidiaries, taken as a whole; (f) is a lease, license of occupation or mining claim or other Contract in respect of real property or the exploration or extraction of minerals from such subject real property by the Company or its Subsidiaries with third parties and that is material to the business or to the operations of the Company and its Subsidiaries, taken as a whole; (g) is a collective bargaining or union agreement or any other material Contract with any labour union; (h) is a shareholders agreement, registration rights agreement, voting trust, proxy or similar agreement, arrangement or commitment with respect to any shares or other equity interests of such Party or its subsidiaries or any other Contract relating to disposition, voting or dividends with respect to any shares or other equity securities of such Party or its subsidiaries; (i) providing for the sale or exchange of, or option to sell or exchange, any of the Company Material Properties, as applicable, or any property or asset with a fair market value in excess of C$25,000; (j) providing for a royalty, streaming, production payment, net profits, earn out, metal pre-payment or similar arrangement or economically equivalent arrangement in respect of any of the Company Material Properties, as applicable and with a value or potential value in excess of C$25,000; (k) restricting the ability of the Company to offer to purchase or purchase the assets or equity securities of another Person, other than confidentiality agreements existing at the time of execution of the Arrangement Agreement; (l) is a material agreement with a Governmental Entity or with any first nations, aboriginal or indigenous group; or (m) is otherwise material to the Company and its Subsidiaries, considered as a whole.

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"Meeting" means the special meeting of the Securityholders, including any adjournment or postponement thereof, held to consider and, if thought fit, approve the Arrangement Resolution.

"MI 61-101" means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.

"NI 43-101" means National Instrument 43-101 – Standards of Disclosure for Mineral Projects.

"NI 54-101" means National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer.

"Non-Resident Holder" has the meaning ascribed thereto in "Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada".

"Notice of Dissent" has the meaning ascribed thereto in "Plan of Arrangement – Dissenting Shareholders’ Rights".

"NYSE" means the New York Stock Exchange.

"OBCA" means the Business Corporations Act (Ontario) and the regulations made thereunder, as promulgated or amended from time to time.

"Optionholders" means the holders of Orbec Options.

"ordinary course of business" when used in relation to the taking of any action by a Person or any of its Subsidiaries, means that the action: (a) is consistent in nature, scope and magnitude with the past practices of that Person and its Subsidiaries and is taken in the ordinary course of normal day-to-day operations of such Person and its Subsidiaries, and, in any case, is not unreasonable or unusual in the circumstances when considered in the context of the provisions of the Arrangement Agreement; and (b) does not require the authorization of the shareholders of that Person or its Subsidiaries or any other separate or special authorization of any nature other than normal course authorizations of Governmental Entities.

"Orbec Options" means the outstanding stock options to purchase Orbec Shares granted pursuant to or otherwise subject to the Stock Option Plan.

"Orbec Shares" means the common shares without par value in the capital of Orbec.

"Orbec Warrants" mean common share purchase warrants of Orbec.

"OTC Pink" means the OTC Pink Limited Market.

"Outside Date" means March 19, 2026, or such later date as may be agreed to in writing by the Parties.

"Parties" means Orbec and IAMGOLD, and "Party" means any of them.

"person" includes an individual, sole proprietorship, corporation, body corporate, incorporated or unincorporated association, syndicate or organization, partnership, limited partnership, limited liability company, unlimited liability company, Joint Venture, joint stock company, trust, natural person in his or her capacity as trustee, executor, administrator or other legal representative, a government or Governmental Authority or other entity, whether or not having legal status.

"PFIC" has the meaning ascribed thereto in "Certain United States Federal Income Tax Consequences of the Arrangement – U.S. Federal Income Tax Consequences of the Arrangement and the Receipt of the Consideration Pursuant to the Arrangement".

"PFIC Rules" has the meaning ascribed thereto in "Certain United States Federal Income Tax Consequences of the Arrangement – Passive Foreign Investment Company Considerations".

"Plan of Arrangement" means the plan of arrangement, substantially in the form of Appendix B, and any amendments or variations thereto made in accordance with Section 8.4 of the Arrangement Agreement or the Plan of Arrangement or made at

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the direction of the Court in the Final Order, with the prior written consent of the Company and the Purchaser, each acting reasonably.

"Pre-Acquisition Reorganization" has the meaning ascribed thereto in "The Arrangement Agreement – Covenants – Pre-Acquisition Reorganization".

"Proposed Amendments" has the meaning ascribed thereto in "Certain Canadian Federal Income Tax Considerations".

"Purchaser" or "IAMGOLD" means IAMGOLD Corporation, a corporation existing under the federal laws of Canada.

"QEF Allocation Rules" has the meaning ascribed thereto in "Certain United States Federal Income Tax Consequences of the Arrangement – Passive Foreign Investment Company Considerations – QEF Election".

"Record Date" means the record date for determining the Securityholders entitled to receive notice of and to vote at the Meeting, being the close of business on November 10, 2025 (Toronto time) pursuant to the Interim Order.

"Registered Shareholder" means a registered holder of Orbec Shares as recorded in the shareholder register of the Company.

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

"Regulatory Approvals" means any consent, waiver, permit, exemption, review, order, decision or approval of, or any registration and filing with, any Governmental Entity, or the expiry, waiver or termination of any waiting period imposed by Law or a Governmental Entity, in each case in connection with the Arrangement, and includes the Key Regulatory Approvals.

"Representative" means, in respect of a Person, its Subsidiaries and each of its and their respective directors, officers, employees, agents and other representatives (including any financial, legal or other advisors).

"Required Securityholder Approval" means the approval of the Arrangement Resolution by (i) not less than 66⅔% of the votes cast on such resolution by Shareholders present in person or represented by proxy and entitled to vote at the Meeting; (ii) not less than 66⅔% of the votes cast on such resolution by Securityholders present in person or represented by proxy and entitled to vote at the Meeting, voting together as a single class, with Shareholders, Optionholders and Warrantholders being entitled to one vote for each Orbec Share, Orbec Option and Orbec Warrant, respectively; and (iii) not less than a simple majority of the votes cast on such resolution by Shareholders present in person or represented by proxy and entitled to vote at the Meeting, excluding the Excluded Shares for the purposes of MI 61-101.

"Resident Holder" has the meaning ascribed thereto in "Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada".

"Right to Match Period" has the meaning ascribed thereto in "The Arrangement Agreement – Additional Covenants Regarding Non-Solicitation, Superior Proposals and Right to Match – Right to Match".

"Securities Act" means the Securities Act (Ontario) and the rules, regulations and published policies made thereunder.

"Securityholders" means, collectively, the Shareholders, Optionholders and Warrantholders, and "Securityholder" means any one of them.

"SEDAR+" means the System for Electronic Document Analysis and Retrieval +.

"Share Consideration" means 0.003466 of an IAMGOLD Share per each Orbec Share.

"Shareholders" means the holders of Orbec Shares.

"Special Committee" means the special committee established by the Board in connection with the transactions contemplated by the Arrangement Agreement.

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"Stock Exchange Approvals" means: (a) the conditional approval of the TSX and NYSE subject to the notice of issuance to list the IAMGOLD Shares to be issued pursuant to the Arrangement, subject to the Purchaser providing the TSX and NYSE such required documentation as is customary in the circumstances and the conditions to be satisfied in connection with the Arrangement; (b) the acceptance from the TSX and NYSE approving the Contemplated Transactions; and (c) the necessary conditional approvals of the TSXV in respect of the Company, including the delisting of the Orbec Shares that are currently listed on the TSXV.

"Stock Option Plan" means the incentive stock option plan of the Company dated December 20, 2024, as amended on May 21, 2025, pursuant to which Orbec Options to purchase Orbec Shares were granted and are outstanding.

"Subsidiary" has the meaning ascribed thereto in section 1.1 of National Instrument 45-106 – Prospectus Exemptions as in effect on the date hereof and shall include in respect of a Person any body corporate, partnership, joint venture or other entity over which such Person exercises direction or control (as that term is used in such National Instrument).

"Superior Proposal" means any bona fide Acquisition Proposal from a Person who is not an arm's length third party, or Persons acting "jointly and in concert" (as such term is defined in NI 62-104) who are an arm's length third parties, to purchase or otherwise acquire directly or indirectly, by means of a merger, take-over bid, amalgamation, plan of arrangement, business combination, consolidation, recapitalization, liquidation, winding-up or similar transaction, (i) not less than all of the Company Shares (other than Orbec Shares beneficially owned by the party making such Acquisition Proposal), or (ii) all or substantially all of the assets of the Company and its Subsidiaries taken as a whole, that, in each case:

(a) complies with Applicable Securities Laws in all material respects;
(b) did not result from or involve a breach of Section 7.2 of the Arrangement Agreement;
(c) is made in writing after the date hereof, including any variation or other amendment of any Acquisition Proposal made prior to the date thereof;
(d) is not subject to any due diligence condition;
(e) is not subject to any financing condition and in respect of which it has been demonstrated to the satisfaction of the Board, acting in good faith (after receipt of advice from its financial advisors and its outside legal counsel) that adequate arrangements have been made in respect of any financing required to ensure the required funds or other consideration will be available to effect payment in full to complete such Acquisition Proposal;
(f) the Board has determined in good faith (after consultation with its financial advisors and outside legal counsel) is reasonably capable of being completed in accordance with its terms without undue delay taking into account, to the extent considered appropriate by the Board, all legal, strategic, financial, regulatory and other aspects of such Acquisition Proposal and the Person or Persons making such Acquisition Proposal;
(g) the Board (or any relevant committee thereof) determines in good faith, after receiving the advice of its outside legal and financial advisors and after taking into account all the terms and conditions of the Acquisition Proposal (including the Person or group of Persons making such Acquisition Proposal and their affiliates), that the Acquisition Proposal would, if completed in accordance with its terms (but without assuming away any risk of non-completion), result in a transaction which is more favourable, from a financial point of view, to the Shareholders than the Arrangement (including any amendments to the terms and conditions of the Arrangement committed to by the Purchaser in writing pursuant to Section 7.2(8) of the Arrangement Agreement where applicable); and
(h) the terms of such Acquisition Proposal provide that (A) in the event that the Company does not have sufficient financial resources to pay the Termination Payment, the person making such Superior Proposal shall advance or otherwise provide the Company with the funds required to pay the Termination Payment and (B) in the event that Company does not have sufficient financial resources to repay in full all amounts then outstanding under the Convertible Debenture, if at such time the funds under the Convertible Debenture shall have been loaned and advanced by the Purchaser to the Company, the person making such Superior Proposal shall either (i) advance or otherwise provide the Company with the funds required to repay such amounts owing to the Purchaser thereunder, or (ii)

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purchase and assume the Purchaser's rights and obligations under the Convertible Debenture, in which case the Purchaser shall sell and assign to such person (or their nominee), all of the Purchaser's rights and obligations under the Convertible Debenture for cash consideration equal to the amount of outstanding principal and accrued interest under the Convertible Debenture on the date of such purchase and assumption, in each case as contemplated in the Convertible Debenture.

"Superior Proposal Notice" has the meaning ascribed thereto in "The Arrangement Agreement – Additional Covenants Regarding Non-Solicitation, Superior Proposals and Right to Match – Right to Match".

"Tait Capital" means Tait Capital Corporation.

"Tax" or "Taxes" means, with respect to any person, (a) all supranational, federal, state, local, provincial, territorial branch or other taxes, including income taxes, gross receipts taxes, windfall profits taxes, value-added taxes, severance taxes, ad valorem taxes, property taxes, capital taxes, net worth taxes, production taxes, sales taxes, use taxes, licence taxes, excise taxes, franchise taxes, environmental taxes, transfer taxes, withholding or similar taxes, payroll taxes, employment taxes, pension plan premiums, social security premiums, workers' compensation premiums, employment insurance or compensation premiums, stamp taxes, occupation taxes, premium taxes, alternative or add-on minimum taxes, goods and services taxes, harmonized sales taxes, abandoned or unclaimed (escheat) taxes, customs duties or other taxes of any kind whatsoever imposed or charged by any Governmental Entity, together with instalments of any such taxes and any interest, penalties, or additions with respect thereto and any interest in respect of such additions or penalties, and (b) any liability for the payment of any amount described in clause (a) of this definition as a result of being a member of an affiliated, consolidated, combined or unitary group for any period, as a result of any Tax sharing or Tax allocation agreement, arrangement or understanding, or as a result of being liable to another person's Taxes as a transferee or successor, by contract or otherwise.

"Tax Act" means the Income Tax Act (Canada) and the regulations thereunder, as amended from time to time.

"Tax Returns" means all reports, forms, elections, declarations, designations, schedules, agreements, statements, estimates, declarations of estimated tax, information statements, returns and all other similar documents required by Law to be filed with or provided to a Governmental Entity with respect to Taxes or Tax information reporting, including any claims for refunds of Taxes, and any amendments or supplements of the foregoing.

"taxable capital gain" has the meaning ascribed thereto in "Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Taxation of Capital Gains and Capital Losses".

"Terminating Party" has the meaning ascribed thereto under "The Arrangement Agreement – Additional Covenants Regarding Notice and Cure Provisions".

"Termination Payment" has the meaning ascribed thereto under "The Arrangement Agreement – Term and Termination of the Arrangement Agreement – Termination Payment".

"Termination Payment Event" has the meaning ascribed thereto under "The Arrangement Agreement – Term and Termination of the Arrangement Agreement – Termination Payment".

"Third-Party Consents" means those consents and approvals set out in the Company Disclosure Letter.

"Transfer Agent" means Computershare Investor Services Inc., in its capacity as transfer agent and registrar to the Company.

"Treasury Regulations" has the meaning ascribed thereto in "Certain United States Federal Income Tax Consequences of the Arrangement".

"TSX" means the Toronto Stock Exchange.

"TSXV" means the TSX Venture Exchange.

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"U.S. Exchange Act" means the United States Securities Exchange Act of 1934, and the rules and regulations promulgated thereunder, as the same has been, and hereafter from time to time, may be amended.

"U.S. Holder" has the meaning ascribed thereto in "Certain United States Federal Income Tax Consequences of the Arrangement".

"U.S. Securities Act" means the United States Securities Act of 1933, and the rules and regulations promulgated thereunder, as the same has been, and hereinafter from time to time may be, amended.

"U.S. Securities Laws" means all applicable securities legislation in the United States, including without limitation, the U.S. Securities Act and the U.S. Exchange Act, and the rules and regulations promulgated thereunder, including judicial and administrative interpretations thereof, and the securities laws of the states of the United States.

"U.S. Securityholders" means Securityholders that are in or are a resident of the United States.

"U.S. Tax Code" means the U.S. Internal Revenue Code of 1986, as amended.

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

"VIF" means voting instruction form.

"Voting Support Agreements" means the voting support agreements dated October 19, 2025 between the Purchaser and each of the Locked-Up Shareholders.

"Warrant Letter" means the letter of transmittal to be delivered by the Company to the Warrantholders for use in connection with the Arrangement.

"Warrantholder" means a holder of one or more Orbec Warrants.

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SUMMARY

This summary should be read together with and is qualified in its entirety by the more detailed information and financial data and statements contained elsewhere in this Circular, including the appendices hereto and documents incorporated into this Circular by reference. Capitalized terms in this summary have the meanings set out in the Glossary of Terms. The full text of the Arrangement Agreement may be viewed under the Company’s issuer profile on SEDAR+ at www.sedarplus.ca. Copies of this Circular and the Meeting materials may also be found on the Company’s website at www.orbec.ca and under the Company’s issuer profile on SEDAR+ at www.sedarplus.ca.

Date, Time and Place of Meeting
The Meeting will be held virtually on Monday, December 15, 2025 at 10:00 a.m. (Toronto time) via audio webcast at https://meetnow.global/MRNVKUT.

The Record Date
The record date for determining the Securityholders entitled to receive notice of and to attend and vote at the Meeting is November 10, 2025. Only Securityholders of record as of the close of business on the Record Date are entitled to receive notice of and to attend and vote at the Meeting.

Purpose of the Meeting
At the Meeting, Securityholders will be asked to consider and, if deemed acceptable, to pass, with or without variation, the Arrangement Resolution. The approval of the Arrangement Resolution will require the Required Securityholder Approval.

Certain Effects of the Arrangement
If the Arrangement is completed, the Purchaser will acquire all of the Orbec Shares, other than the Orbec Shares held by the Purchaser, for an aggregate consideration per Orbec Share of 0.003466 of an IAMGOLD Share and C$0.0625 in cash. The Orbec Options and Orbec Warrants will be deemed surrendered, assigned and transferred and will be of no further force and effect, all in exchange for payment of the Cash Equivalent Consideration, if any, in accordance with the terms of the Arrangement, with the exception of Orbec Warrants held by the Purchaser which shall be deemed to be surrendered, assigned and transferred without any consideration. Where such amount is zero or negative, such Optionholder or Warrantholder will not be entitled to receive any amount in respect of such Orbec Option or Orbec Warrant, respectively.

No fractional IAMGOLD Shares shall be issued to Former Shareholders. The number of IAMGOLD Shares to be issued to Former Shareholders shall be rounded down to the nearest whole IAMGOLD Share.

Shortly after consummation of the Arrangement, the Orbec Shares will be delisted from the TSXV and removed from the OTC Pink, and trading of the Orbec Shares in the public markets will no longer be possible. The Purchaser also expects to apply to have Orbec cease to be a reporting issuer in all jurisdictions in which it is a reporting issuer in Canada.

On completion of the Arrangement, the Company will be a wholly owned subsidiary of IAMGOLD. See “The Arrangement” in this Circular.

Securityholder Approval
To become effective, the Arrangement Resolution must be approved by an affirmative vote of (i) not less than 66⅔% of the votes cast at the Meeting in person (virtually) or by proxy by the Shareholders; (ii) not less than 66⅔% of the votes cast at the Meeting in person (virtually) or by proxy by the Shareholders, Optionholders and Warrantholders, voting as a single class; and (iii) not less than a simple majority of the votes cast at the Meeting in person (virtually) or by proxy by the Shareholders, excluding any Person required to be excluded in accordance with MI 61-101 and as more particularly described in “The Arrangement – Regulatory Matters – Business Combination Under MI 61-101”.

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The Arrangement Resolution must be passed in order for Orbec to seek the Final Order and implement the Arrangement on the Effective Date.

See “The Arrangement – Required Securityholder Approval of the Arrangement” and “The Arrangement – Regulatory Matters – Court Approvals”.

Background to the Arrangement

The provisions of the Arrangement Agreement are the result of arm’s-length negotiations conducted between the Parties. The background to the Arrangement is set forth in this Circular. See “The Arrangement – Background to the Arrangement”.

Recommendation of the Special Committee

The Special Committee appointed by the Board was formed to, among other things, negotiate the terms of any Acquisition Proposal made to the Company and to make recommendations to the Board with respect to any such Acquisition Proposal, including with respect to any recommendation that the Board should make to Shareholders in respect of such Acquisition Proposal.

After careful consideration, including a thorough review of the Arrangement Agreement, the advice of Evans & Evans and Tait Capital, and the legal counsel to the Company, and the Fairness Opinion, as well as a thorough review of other matters, including the matters discussed under “The Arrangement – Reasons for the Arrangement,” and taking into account the best interests of the Company and the impact on the stakeholders of Orbec and consultation with its financial and legal advisors, the Special Committee unanimously determined that the Arrangement is fair to the Securityholders and that the Arrangement is in the best interests of the Company. Accordingly, the Special Committee unanimously recommended that the Board recommend that the Securityholders vote FOR the Arrangement Resolution and that the Board approve the Arrangement Agreement and the Plan of Arrangement.

Recommendation of the Board

After careful consideration, including a thorough review of the Arrangement Agreement, the advice of Evans & Evans and Tait Capital, and the Company’s legal counsel, and the Fairness Opinion, as well as a thorough review of other matters, including the matters discussed under “The Arrangement – Reasons for the Arrangement,” and on the unanimous recommendation of the Special Committee, the Board unanimously determined that the Arrangement and the Consideration are fair to the Securityholders and that the Arrangement is in the best interests of the Company. Accordingly, the Board approved the Arrangement and unanimously recommends that the Securityholders vote FOR the Arrangement Resolution.

See “The Arrangement – Recommendation of the Board”, “The Arrangement – Reasons for the Arrangement” and “The Arrangement – Fairness Opinion”.

Reasons for the Recommendation

The Board and the Special Committee, in unanimously determining that the Arrangement is fair to the Shareholders and in the best interests of the Company, and in making its unanimous recommendation to Shareholders, considered and relied upon a number of factors, including, among others, the reasons listed below.

The following summary of the information and factors considered by the Special Committee and the Board is not intended to be exhaustive but includes a summary of the material information and factors considered by the Special Committee and Board in their consideration of the Arrangement. In view of the variety of factors and the amount of information considered in connection with the evaluation of the Arrangement by the Special Committee and the Board, neither the Special Committee nor the Board found it practicable to, and did not, quantify or otherwise attempt to assign any relative weight to each of the specific factors considered in reaching its conclusions and recommendations. The recommendation of the Special Committee and the decision of the Board was made after consideration of, among others, the factors noted below and those noted under “The

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Arrangement – Reasons for the Arrangement" in the accompanying Circular, and in light of the Special Committee’s and the Board’s knowledge of the industry, business, financial condition and prospects of the Company and taking into account the advice of the financial, legal and other advisors to the Special Committee and the Company. Individual members of the Special Committee and the Board may have assigned different weights to different factors.

Attractive Premium. Under the terms of the Arrangement Agreement, Shareholders will receive total consideration representing a value of C$0.125 per Orbec Share comprised of C$0.0625 per Orbec Share in cash and 0.003466 of an IAMGOLD Share for each Orbec Share, implying a total equity value, based on all of the issued and outstanding Orbec Shares on a fully diluted basis, of approximately C$18.1 million, and representing a premium of approximately 25% to the closing price of the Orbec Shares on the TSXV as of market close on October 17, 2025.
Ability to Participate in Future Potential Growth of Combined Entity. By receiving IAMGOLD Shares under the Arrangement, Shareholders will have an opportunity to retain exposure to the Company’s existing exploration projects, while gaining exposure to IAMGOLD’s three operating mines, Essakane (Burkina Faso), Westwood (Quebec), and Côte Gold (Ontario). In addition, IAMGOLD has a portfolio of early stage and advanced exploration projects within high potential mining districts in Canada.
Immediate Exposure to Gold Production. The Arrangement will provide Shareholders with immediate exposure to an established gold producer with proven construction capabilities, a strong exploration track record, and a low-cost growth profile, with IAMGOLD’s 2025E guidance of 735,000 to 820,000 ounces Au, at a compelling all-in sustaining cost³ (“AISC”) of US$1,830-1,930/oz Au sold.
Benefits of Owning IAMGOLD Shares. The IAMGOLD Shares are listed on both the Toronto Stock Exchange and New York Stock Exchange which benefit from increased trading liquidity, analyst coverage and investor demand.
Preferred Strategic Alternative. The Arrangement with IAMGOLD was determined to be the preferred transaction available to the Company for maximizing Securityholder value, after investigating alternative transactions, obtaining advice from Orbec’s financial and legal advisors and taking into consideration the Consideration offered, the probability of the Arrangement being completed, and the Company’s current financial and operational position and the other terms and conditions of the Arrangement Agreement.
Company’s Prospects as a Stand-Alone Business. The Special Committee and the Board believe the Arrangement is an attractive proposition for the Shareholders relative to the status quo, taking into account the current and anticipated opportunities, risks and uncertainties associated with the Company’s business, affairs, operations, industry and prospects, including, but limited to, execution risks associated with its standalone strategic plan, risks associated with permitting and regulatory approvals, exploration and development risks and commodity price and inflation risks. There is no assurance that the continued

³ AISC is a non-IFRS measure. AISC include cost of sales exclusive of depreciation expense, sustaining capital expenditures, which are required to maintain existing operations, capitalized exploration, sustaining lease principal payments, environmental rehabilitation accretion and depreciation, by-product credits and corporate general and administrative costs. These costs are then divided by IAMGOLD’s attributable gold ounces sold by mine sites in commercial production in the period to arrive at the cash costs per ounce sold and the AISC per ounce sold.

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operation of the Company under its current standalone business model and pursuit of its future business plan would yield equivalent or greater value for all Shareholders compared to that available under the Arrangement.

Value Supported by a Fairness Opinion. The Special Committee received an opinion from Evans & Evans which concluded that, as of October 19, 2025, the Consideration to be received by the Securityholders under the Arrangement is fair from a financial point of view to the Securityholders. The terms of Evans & Evans’ engagement provide that they are to receive a fixed-fee for delivery of their Fairness Opinion regardless of the conclusion reached therein and regardless of whether the Arrangement Agreement was entered into or whether the Arrangement is ultimately completed. The complete text of the Fairness Opinion is attached as Appendix C. Securityholders are urged to read the Fairness Opinion carefully and in its entirety. See “The Arrangement – Fairness Opinion”.
Ability to Respond to Unsolicited Superior Proposals. Notwithstanding the limitations contained in the Arrangement Agreement on the Company’s ability to solicit interest from third parties, the Arrangement Agreement does not preclude unsolicited Acquisition Proposals from other parties which may be considered by the Board in certain circumstances. The Arrangement Agreement sets out a clear and precise framework and mechanism with which other potentially interested parties may abide to submit an Acquisition Proposal, obtain access to the Company’s confidential information and ultimately qualify as a Superior Proposal (as defined in the accompanying Circular). In addition, the Arrangement Agreement permits the Company to accept a Superior Proposal in certain circumstances. Accordingly, subject to the terms and conditions of the Arrangement Agreement, if a Superior Proposal were to be made that IAMGOLD did not match, the Company may accept it upon paying the applicable Termination Payment (as defined in the accompanying Circular). In light of the significant uncertainty associated with pursuing an arrangement with another party, the Special Committee and the Board determined that it was in the best interests of the Company, taking into account the interests of all stakeholders, to enter into the Arrangement Agreement.
Role of the Special Committee. The evaluation and negotiation process was supervised by the Special Committee, which is composed entirely of independent directors and was advised by experienced and qualified legal and financial advisors. The Special Committee met regularly with the Company’s advisors. The Arrangement was unanimously recommended to the Board by the Special Committee on the basis described herein and on the basis of the legal and financial advice that was received by the Special Committee.

See “The Arrangement – Reasons for the Arrangement” in this Circular.

Voting Support Agreements

The Locked-up Shareholders have entered into the Voting Support Agreements with IAMGOLD pursuant to which they have agreed to, among other things, vote in favour of the Arrangement Resolution. As of October 19, 2025, the Locked-up Shareholders held a total of 32,053,546 Orbec Shares, representing approximately 30.1% of the outstanding Orbec Shares that may be voted at the Meeting and a total of 51,100,388 Orbec Shares, Orbec Options and Orbec Warrants, collectively, representing approximately 35.3% of the issued and outstanding Orbec Shares on a fully diluted basis.

See “The Arrangement – Voting Support Agreements” in this Circular.

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Fairness Opinion

Evans & Evans acted as the Company’s financial advisor in connection with the Arrangement and related matters and was requested by the Board to provide an opinion as to the fairness, from a financial point of view, of the Consideration to be received by Securityholders pursuant to the Arrangement.

On October 19, 2025, Evans & Evans verbally delivered its opinion (subsequently confirmed in writing), that subject to the assumptions, limitations and qualifications set forth in its opinion, as at the date thereof, the Consideration to be received by the Securityholders pursuant to the Arrangement is fair, from a financial point of view, to such Securityholders. The summary the Fairness Opinion described in this Circular is qualified in its entirety by reference to the full text of the Fairness Opinion.

The Fairness Opinion is not a recommendation to any Securityholder as to how to vote or act on any matter relating to the Arrangement. The Fairness Opinion is only one factor that was taken into consideration by the Board in making their determination. The Board notes that the complete text of the Fairness Opinion is attached to this Circular as Appendix C.

See “The Arrangement – Fairness Opinion” in this Circular and Appendix C.

The Arrangement Agreement

The Arrangement Agreement provides for the Arrangement and matters related thereto. Under the Arrangement Agreement, Orbec has agreed to, among other things, call the Meeting to seek approval of the Arrangement Resolution by the Securityholders and, if approved, apply to the Court for the Final Order.

See “The Arrangement Agreement”.

Parties to the Arrangement

Orbec

Orbec is a company governed by the Laws of Ontario. The registered address of Orbec is at Suite 330, 215 Spadina Ave., Toronto, Ontario, M5T 2C7. The Orbec Shares are listed and traded on the TSXV under the symbol “BLUE”.

Orbec is a gold company that owns 100% of a large and highly prospective mineral claim position near Chibougamau, Québec. The Muus Project covers approximately 25,250 hectares in the northeastern part of the Abitibi Greenstone Belt. Muus is prospective for gold mineralization and is adjacent to and on strike with IAMGOLD’s Nelligan Gold Project.

IAMGOLD

IAMGOLD is an intermediate gold producer and developer based in Canada with operating mines in North America and West Africa, including Cote Gold (Canada), Westwood (Canada) and Essakane (Burkina Faso). The Cote gold mine achieved full nameplate in June, 2025, and has the potential to be among the largest gold mines in Canada. IAMGOLD operates Côté in partnership with Sumitomo Metal Mining Co. In addition, the company has an established portfolio of early stage and advanced exploration projects within high-potential mining districts. IAMGOLD employs approximately 3,700 people and is committed to maintaining its culture of accountable mining through high standards of environmental, social and governance practices. IAMGOLD is listed on the New York Stock Exchange (NYSE: IAG) and the Toronto Stock Exchange (TSX: IMG).

Procedure for the Arrangement to be Effective

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all of the issued and outstanding Orbec Shares, other than the Orbec Shares held by the Purchaser; (ii) the treatment of the Orbec Options; and (iii) the treatment of the Orbec Warrants. The following procedural steps must be taken in order for the Arrangement to become effective:

the Required Securityholder Approval must be obtained;
the Court must grant the Final Order approving the Arrangement; and
all conditions precedent to the Arrangement, as set out in the Arrangement Agreement, must be satisfied or waived (if permitted) by the appropriate Party.

Procedure for the Exchange of Orbec Shares and Orbec Warrants

Letter of Transmittal

For each Registered Shareholder, accompanying this Circular is a Letter of Transmittal. The Letter of Transmittal contains procedural information relating to the Arrangement for Registered Shareholders that hold certificate(s) or DRS advice(s) representing Orbec Shares and should be reviewed carefully. In order for a Registered Shareholder to receive the Consideration for each Orbec Share held by such Shareholder, such Registered Shareholder must deposit the certificate(s), or DRS advice(s) representing such Shareholder’s Shares with the Depositary. The Letter of Transmittal, properly completed and duly executed, together with all other documents and instruments referred to in the Letter of Transmittal or reasonably requested by the Depositary, must accompany all certificates, or DRS advice(s) for Orbec Shares deposited for payment pursuant to the Arrangement.

Any Shareholder whose Orbec Shares are registered in the name of a broker, investment dealer, bank, trust company, trustee or other Intermediary should contact that Intermediary for assistance in depositing such Shares and should follow the instructions of such Intermediary in order to deposit such Orbec Shares with the Depositary.

Warrant Letter

A copy of the Warrant Letter is enclosed with this Circular. In order for Warrantholders to receive the applicable Cash Equivalent Consideration, if any, you must complete, sign and return the Warrant Letter with the accompanying certificate(s) representing your Orbec Warrants and all other required documents to the Depositary at the address provided on the Warrant Letter. If the Arrangement is completed, upon surrender to the Depositary of a duly completed Warrant Letter, the certificate(s) representing the Orbec Warrants, and any other documentation as provided in the Warrant Letter, the Depositary will (subject to any withholdings, if applicable and the terms of the Arrangement) deliver to the holders of such Orbec Warrants the Cash Equivalent Consideration.

See “The Arrangement – Letter of Transmittal”, “The Arrangement – Warrant Letter” and “Procedure for Surrender of Securities and Receipt of Consideration – Payment of Consideration”.

Court Approval

Subject to the approval of the Arrangement Resolution by Securityholders at the Meeting, the Company intends to make an application to the Court for the Final Order approving the Arrangement. The application for the Final Order is expected to take place by videoconference at 9:30 a.m. (Toronto time) on December 18, 2025, or as soon thereafter as counsel may be heard, or at any other date and time and by any other method as the Court may direct. A copy of the Interim Order and Notice of Application is set forth in Appendix D and Appendix E to this Circular, respectively. The Court has broad discretion under the OBCA when making orders with respect to the Arrangement. The Court will consider, among other things, the fairness and reasonableness of the Arrangement, both from a substantive and a procedural point of view. The Court may approve the

Arrangement, either as proposed or as amended, on the terms presented or substantially on those terms.

See “The Arrangement – Regulatory Matters – Court Approvals”.

Exchange Approval
IAMGOLD Shares are listed on the TSX and the NYSE and it is a condition of the Arrangement that the IAMGOLD Shares to be issued or issuable in connection with the Arrangement are listed on the TSX and NYSE, subject only to the satisfaction of the customary listing conditions of the TSX and of NYSE.

Orbec Shares are listed on the TSXV and traded on the OTC Pink and the completion of the Arrangement is subject to the prior conditional approval of the TSXV. Following completion of the Arrangement, the Orbec Shares will be delisted from the TSXV and removed from the OTC Pink.

Interests of Certain Directors and Executive Officers in the Arrangement
In considering the unanimous recommendations of the Special Committee and the Board, Shareholders should be aware that members of the Board and the executive officers of Orbec have interests in the Arrangement or may receive benefits that may differ from, or be in addition to, the interests of Shareholders generally.

See “The Arrangement – Interests of Certain Directors and Executive Officers in the Arrangement”.

Rights of Dissent
Registered Shareholders as of the close of business on the Record Date are entitled to the right to dissent in respect of the Arrangement Resolution in the manner provided in Section 185 of the OBCA, as modified by the Interim Order and the Plan of Arrangement. Registered Shareholders who wish to dissent should carefully review the requirements summarized in this Circular and the Plan of Arrangement, the Interim Order and Section 185 of the OBCA which are attached to this Circular as Appendix B, Appendix D, and Appendix H respectively and consult with legal counsel. Failure to strictly comply with the requirements set forth in Section 185 of the OBCA (as modified by the Interim Order and the Plan of Arrangement) may result in the loss or unavailability of any right to dissent with respect to the Arrangement. Any Registered Shareholder as of the Record Date who validly exercises Dissent Rights may be entitled, in the event the Arrangement becomes effective, to be paid by IAMGOLD fair value of the Orbec Shares held by such Dissenting Shareholder immediately prior to the Effective Time. A Registered Shareholder as of the close of business on the Record Date who wishes to dissent must provide a Dissent Notice to the Company’s legal counsel, which notice must be received not later than 5:00 p.m. (Toronto time) two (2) Business Days immediately preceding the Meeting (or any adjournment or postponement thereof). Only Registered Shareholders as of the close of business on the Record Date are entitled to exercise Dissent Rights. Beneficial Shareholders desiring to exercise Dissent Rights must make arrangements for their Orbec Shares to be registered in their name in sufficient time for them to exercise Dissent Rights. See “Rights of Dissenting Shareholders”.

No Fractional Shares to be Issued
No fractional IAMGOLD Shares shall be issued to Former Shareholders. The number of IAMGOLD Shares to be issued to Former Shareholders shall be rounded down to the nearest whole IAMGOLD Share.

Risk Factors
There is a risk that the Arrangement may not be completed. If the Arrangement is not completed, the Company will continue to face the risks that it currently faces with respect to its affairs, business and operations and future prospects. Additionally, failure to complete the Arrangement could materially and negatively impact the trading price of the

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Canadian and United States Tax Considerations

Orbec Shares. The risk factors described under “Risk Factors – Risk Factors Relating to the Arrangement” should be carefully considered in evaluating how you should vote.

Shareholders should consult their own tax advisors about the applicable Canadian, United States and foreign federal, provincial, state and local tax consequences of the Arrangement.

For a summary of certain material Canadian federal income tax consequences of the Arrangement for Shareholders, see “Certain Canadian Federal Income Tax Considerations” and for a summary of United States income tax consequences of the Arrangement for United States Shareholders, see “Certain United States Federal Income Tax Consequences of the Arrangement”. Such summaries are not intended to be legal or tax advice to any particular Shareholder.

GENERAL PROXY INFORMATION

Solicitation of Proxies

This Circular is furnished in connection with the solicitation of proxies by or on behalf of the management of Orbec for use at the special meeting of Securityholders to be held in a virtual-only meeting format, online at https://meetnow.global/MRNVKUT on Monday, December 15, 2025 at 10:00 a.m. (Toronto time), and at any adjournment(s) or postponement(s) thereof for the purposes set forth in the Notice of Meeting. It is expected that the solicitation will be made primarily by mail and may be supplemented by telephone and other means of contact.

The Company may also pay reasonable costs incurred by Intermediaries who are registered owners of Orbec Shares (such as investment advisors, brokers, banks, trust companies, custodians, nominees, clearing agencies or other intermediaries) to deliver the Meeting materials to beneficial owners of such Shares. The cost of solicitation will be borne by the Company.

Meeting Information

Virtual-Only Meeting

Orbec is conducting the Meeting in a virtual-only format that will allow Registered Shareholders, Optionholders and Warrantholders, and duly appointed proxyholders (including non-registered beneficial Shareholders (“Non-Registered Shareholders”) who have appointed themselves as proxyholders) to participate online and in real time. Orbec is providing the virtual-only format in order to provide Securityholders with an equal opportunity to attend and participate at the Meeting, regardless of their geographic location or circumstances. Neither the Registered Shareholders, the Non-Registered Shareholders, Optionholders, Warrantholders, or any other guests will be able to physically attend the Meeting.

Attending the Meeting

The Meeting will be held as a virtual-only meeting, online at https://meetnow.global/MRNVKUT on Monday, December 15, 2025 at 10:00 a.m. (Toronto time), subject to any adjournment or postponement thereof, for the purposes set forth in the accompanying Notice of Meeting. Registered Shareholders, Optionholders, Warrantholders and duly appointed proxyholders (including any Non-Registered Shareholders who have appointed themselves as proxyholders) will be able to attend, ask questions and vote online in real time at the Meeting provided that they are connected to the internet and carefully follow the instructions set out in this Circular and the related proxy materials.

Non-Registered Shareholders may virtually attend the Meeting online as guests but will not be able to ask questions or vote online in real time at the Meeting, unless they have been duly appointed as proxyholders in accordance with the procedures set out below and in the related proxy materials.

Securityholders who wish to appoint themselves or a Person or entity (who need not be a Securityholder), other than the individual(s) named on the form of proxy or voting instruction form, as applicable, to represent such Securityholder and to attend, ask questions and vote online in real time at the Meeting, and Non-Registered Shareholders who wish to virtually attend, submit questions online and vote real time at the Meeting, must insert the name of their third party proxyholder or their own name, as applicable, in the space provided on the form of proxy or voting instruction form sent to them by their Intermediary, as applicable, and follow all of the instructions for submitting the form of proxy or voting instruction form, as applicable, including following all of the applicable instruction provided by their Intermediary, if applicable. By doing so, such Securityholder or Non-Registered Shareholder will be instructing Computershare or their Intermediary, as applicable, to appoint such Securityholder’s third-party proxyholder or such Securityholder, as applicable, as such Securityholder’s proxyholder and such third-party proxyholder or Securityholder, as applicable, will be able to virtually attend, ask questions and vote online in real time at the Meeting, subject to completing the additional steps below.

In order to virtually attend the Meeting, ask questions online and vote in real time at the Meeting, Securityholders who wish to appoint themselves or a third party proxyholder to attend the Meeting and Non-Registered Shareholders who wish to attend the Meeting, must also take the additional step of registering themselves or their third party proxyholder, as applicable, as a proxyholder with Computershare after they have submitted their form of proxy or voting instruction form, as applicable. To do

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so, such Securityholder must access http://www.computershare.com/Orbec by no later than 10:00 a.m. (Toronto time) on Thursday, December 11, 2025, or no later than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time of any adjourned or postponed Meeting, and provide Computershare with their or their third party proxyholder's, as applicable, contact information so that Computershare may register such Securityholder or third party proxyholder, as applicable, and provide them with an invitation code for the Meeting via email. The failure of a Securityholder to register themselves or their third party proxyholder, as applicable, as a proxyholder with Computershare will result in such Securityholder or their third party proxyholder, as applicable, not receiving an invitation code, which will prevent such Securityholder or their third party proxyholder, as applicable, from being able to submit questions online or vote in real time at the Meeting and only being able to attend the Meeting online as a guest. Guests will not be permitted to vote or ask questions at the Meeting.

If a Securityholder appoints a third-party proxyholder as their proxy to virtually attend the Meeting, ask questions online and vote in real time at the Meeting, such Securityholder should ensure that their third-party proxyholder is aware that they have been appointed as proxyholder and confirm that such proxyholder has received their invitation code prior to the Meeting and will participate at the Meeting online. Once a Non-Registered Shareholder or a Registered Shareholder's (or Optionholder's or Warrantholder's) third-party proxyholder, as applicable, has been registered and receives their invitation code, they can attend the Meeting online by logging into the Meeting at https://meetnow.global/MRNVKUT, clicking on the "Securityholder" icon and entering the control number or invitation code provided to them by Computershare. See "General Proxy Information – Meeting Information – Accessing the Meeting" for more information. Non-Registered Shareholders should carefully follow the instructions they have received from their Intermediary and contact their Intermediary promptly if they need assistance.

A Non-Registered Shareholder's voting instructions must be received in sufficient time to allow their voting instruction form to be forwarded by their Intermediary to Computershare. Non-Registered Shareholders should contact their Intermediary well in advance of the Meeting and follow its instructions if they want to, or if they want to have their third-party proxyholder, virtually attend and vote online in real time at the Meeting.

Accessing the Meeting

Only Registered Shareholders, Optionholders, Warrantholders and duly appointed proxyholders will have the opportunity to participate at the Meeting online starting at 10:00 a.m. (Toronto time) on Monday, December 15, 2025, and can participate using their smartphone, tablet or computer. Once logged in, Registered Shareholders, Optionholders, Warrantholders and duly appointed proxyholders will be able to listen to a live audio webcast of the Meeting, ask questions online and submit votes in real time.

To participate online, Registered Shareholders, Optionholders and Warrantholders must have a valid 15-digit control number and duly appointed proxyholders must be registered with, and have received an invitation code for the Meeting from, Computershare.

Registered Shareholders, Optionholders, Warrantholders and duly appointed proxyholders can participate in the Meeting as follows:

Go to the following website in their web browser using their smartphone, tablet or computer: https://meetnow.global/MRNVKUT. Attendees will need the latest version of Google Chrome, Apple Safari, Microsoft Edge or Mozilla Firefox web browsers in order to access the Meeting online (Internet Explorer is not supported). Attendees will be able to log into the site up to 60 minutes prior to the start of the Meeting. It is recommended that attendees login at least 15 minutes before the Meeting starts. Attendees are cautioned that internal network security protocols including firewalls and virtual private network ("VPN") connections may block access to the virtual meeting platform for the Meeting. If an attendee is experiencing any difficulty connecting or watching the Meeting, they should ensure that their VPN setting is disabled or use a computer on a network not restricted to the security settings of their organization.
Once the webpage has loaded into an attendee's web browser, the attendee is required to click on the "Join Meeting Now" icon and then, if they are a Registered Shareholder, Optionholder or Warrantholder, select the "Securityholder" icon and enter their control number. For duly appointed proxyholders (including any Non-Registered Shareholders who have appointed themselves as proxyholders), they are to select the "Invitation" icon and enter their invitation
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code. Registered Shareholders, Optionholders and Warrantholders will receive a 15-digit control number, located on their form of proxy. Duly appointed proxyholders (including any Non-Registered Shareholders who have appointed themselves as proxyholders) who have registered with Computershare in advance of the Meeting in accordance with the instruction described herein and in the related proxy materials will be provided with an invitation code by email from Computershare after the deadline for the deposit of proxies has passed.

If you have trouble logging in, contact Computershare using the telephone number provided at the bottom of the screen.
When successfully accessed, you can view the audio webcast, vote, ask questions and view Meeting documents. If viewing on a computer, the audio webcast will appear automatically once the Meeting has started.
Resolutions will be put forward for voting in the "Vote" tab. To vote, simply select your voting direction from the options shown. Be sure to vote on all resolutions using the numbered link, if one appears, within the "Vote" tab. Your vote has been cast when the check mark appears. Voting on all matters during the Meeting will be conducted by electronic ballot. If you have already voted by proxy, it is important that you do not vote again during the Meeting unless you intend to change your initial vote.
Any Registered Shareholder, Optionholder, Warrantholder or duly appointed proxyholder (including Non-Registered Shareholders who have appointed themselves as proxyholders) who has been authenticated and is attending the Meeting online is eligible to partake in the discussion. To ask questions, access the "Q&A" tab, type your questions into the box at the bottom of the screen and then press the "Send" button. Only questions that are procedural in nature or directly related to motions before the Meeting will be addressed at the Meeting.

Only Registered Shareholders, Optionholders, Warrantholders and duly appointed proxyholders who have registered with Computershare in advance of the Meeting will be entitled to submit questions and vote at the Meeting. Non-Registered Shareholders who have not appointed themselves as proxyholders may attend the Meeting by logging in to the Meeting at https://meetnow.global/MRNVKUT, clicking on the "Guest" link and completing the online form, including entering your name and email address. While Non-Registered Shareholders may attend the Meeting, they will not be able to vote or submit questions at the Meeting unless they have duly appointed themselves as proxyholder. If you are a Non-Registered Shareholder that wishes to attend and participate at the Meeting, please follow the instruction above under "Attending the Meeting" for how you may appoint yourself as proxyholder and register with Computershare. Failure to register the proxyholder with Computershare will result in the proxyholder not receiving an invitation code to participate in the Meeting and the proxyholder will not be able to attend and vote at the Meeting.

If you are a Registered Shareholder, Optionholder and/or Warrantholder and use the 15-digit control number on your form of proxy to log in to the Meeting, you will revoke all previously submitted proxies and will be able to vote by ballot on the matters put forth at the Meeting. If you do not wish to revoke all previously submitted proxies, do not enter your control number and instead join the Meeting as a guest.

You will need the latest version of Google Chrome, Apple Safari, Microsoft Edge or Mozilla Firefox to access the virtual Meeting platform. Please ensure your browser is compatible. Internet Explorer is not a supported browser.

Difficulties Accessing the Meeting Online

If attendees experience technical difficulties during the registration process or if they encounter difficulties while accessing and attending the Meeting online, they may contact Computershare using the telephone number provided at the bottom of the screen. Registered Shareholders, Optionholders, Warrantholders and duly appointed proxyholders (including any Non-Registered Shareholders who have appointed themselves as proxyholders) who attend and vote online in real time at the Meeting must remain connected to the internet at all times during the Meeting in order to vote when balloting commences. It is the responsibility of each attendee to ensure internet connectivity for the duration of the Meeting. If an attendee loses connectivity once the Meeting has commenced, there may be insufficient time to resolve the issue before voting is completed. Therefore, even if a Registered Shareholder, Optionholder, Warrantholder or duly appointed proxyholder currently plans to attend and vote online in real time at the Meeting, such Registered Shareholder, Optionholder, Warrantholder or duly appointed

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proxyholder should consider voting their Shares in advance or by proxy so that their vote will be counted in the event they experience any technical difficulties or are otherwise unable to access the Meeting online.

In the event of technical malfunction or other significant problem that disrupts the Meeting, the Chair of the Meeting may adjourn, recess, or expedite the Meeting, or take such other action as the Chair of the Meeting determines is appropriate, considering the circumstances.

Appointment and Revocation of Proxies

Orbec’s named proxyholders are John Tait, or, failing him, Chad Williams, or failing both of them, Monique Hutchins. A Securityholder that wishes to appoint another Person or entity (who need not be a Securityholder) to represent such Securityholder at the Meeting, may either insert the Person or entity’s name in the blank space provided in the form of proxy or complete another proper form of proxy and submit the form of proxy. In addition, in order for a Securityholder’s duly appointed proxyholder to attend, ask questions and vote online in real time at the Meeting, the Securityholder must also take the additional step of registering its proxyholder with Computershare after it has submitted its form of proxy. To do so, such Securityholder must access http://www.computershare.com/Orbec by no later than 10:00 a.m. (Toronto time) on Thursday, December 11, 2025, or no later than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time of any adjourned or postponed Meeting, and provide Computershare with their proxyholder’s contact information so that Computershare may register such proxyholder and provide the proxyholder with an invitation code for the Meeting via email. This invitation code will allow the Securityholder’s proxyholder to log in to the live audio webcast and vote online in real time at the Meeting. The failure of a Securityholder to register their proxyholder with Computershare will result in such Securityholder’s proxyholder not receiving an invitation code, which will prevent such Securityholder’s proxyholder from being able to ask questions or vote online in real time at the Meeting and only being able to attend the Meeting online as a guest. Guests will not be permitted to vote or ask questions online in real time at the Meeting.

A Securityholder who has voted by proxy may revoke it any time prior to the Meeting. To revoke a proxy, a Registered Shareholder, Optionholder and/or Warrantholder may: (i) deliver a written notice which is either delivered to the offices of Computershare at 320 Bay Street, 14th Floor, Toronto, Ontario M5H 4A6 or by facsimile: 1.866.249.7775, at any time up to and including the close of business on the last Business Day preceding the day of the Meeting, or any adjournment or postponement thereof; (ii) vote again on the Internet or by phone at any time up to 10:00 a.m. (Toronto time) on Thursday, December 11, 2025, or no later than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time of any adjourned or postponed Meeting; or (iii) complete a form of proxy that is dated later than the form of proxy being revoked, and mailing it or faxing it as instructed on the form of proxy so that it is received before 10:00 a.m. (Toronto time) on Thursday, December 11, 2025, or no later than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time of any adjourned or postponed Meeting. In addition, if a Shareholder or its duly appointed proxyholder attends the Meeting online, logs into the Meeting and accept the terms and conditions and votes again online at the Meeting, such Securityholder or duly appointed proxyholder will be revoking any and all previously submitted proxies. If a Securityholder or its duly appointed proxyholder does not wish to revoke all previously submitted proxies, they must not vote again online at the Meeting or must only attend the Meeting online as a guest. In addition, the proxy may be revoked by any other method permitted by Law. The written notice of revocation may be executed by the Securityholder or by an attorney who has the Securityholder’s written authorization. If the Securityholder is a corporation, the written notice must be executed by its duly authorized officer or attorney.

Only Registered Shareholders, Optionholders and Warrantholders have the right to directly revoke a proxy. Non-Registered Shareholders that wish to revoke or change their prior voting instructions must arrange for their respective Intermediaries to revoke the proxy on their behalf in accordance with any requirements of the Intermediaries. Intermediaries may set deadlines for the receipt of revocations that are further in advance of the Meeting than those set out elsewhere in this Circular and related proxy materials and, accordingly, any such revocation should be completed in coordination with such Non-Registered Shareholder’s Intermediary well in advance of the deadline for submitting forms of proxy or voting instruction forms to ensure it can be given effect to at the Meeting.

Voting of Proxies and Exercise of Discretion

The accompanying form of proxy, when properly signed, confers authority on the Persons named in it as proxies to use their discretion in voting on amendments or variations to the matters identified in the Notice of Meeting or other matters that may

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properly come before the Meeting, or any adjournment or postponement thereof. In addition, if a Securityholder does not give any instruction as to how to vote on a particular matter to be decided at the Meeting, their proxyholder can vote such Orbec Shares, Orbec Options and/or Orbec Warrants, as applicable, as he or she thinks fit. Notwithstanding the foregoing, the Persons named in the accompanying form of proxy will vote or withhold from voting the Orbec Shares, Orbec Options and/or Orbec Warrants in respect of which they are appointed in accordance with the direction of the Securityholder appointing them and if the Securityholder specifies a choice with respect to any matter to be voted upon, such Orbec Shares, Orbec Options and/or Orbec Warrants will be voted accordingly. If a Securityholder signs and returns their form of proxy without designating a proxyholder and does not give voting instructions or does not specify that such Securityholders wants their Shares and/or Brokers Warrants, as applicable, voted against the Arrangement Resolution, the Orbec representatives named in the form of proxy will vote such Securityholder's securities FOR the Arrangement Resolution.

IN THE ABSENCE OF ANY SUCH INSTRUCTION, SECURITIES REPRESENTED BY PROXIES RECEIVED BY MANAGEMENT WILL BE VOTED FOR THE ARRANGEMENT RESOLUTION.

Voting by Registered Shareholders

Voting by Proxy

Voting by proxy is the easiest way for Registered Shareholders, Optionholders and Warrantholders to cast their vote. Registered Shareholders Optionholders and Warrantholders can vote by proxy in any of the following ways:

By Internet:
Go to www.investorvote.com and follow the instructions on the screen. Registered Shareholders Optionholders and Warrantholders will need their 15-digit control number, which can be found on their form of proxy.

By Telephone:
Call 1.866.732.VOTE (8683) (toll-free in North America) or 1.312.588.4290 (outside North America). Registered Shareholders will need their 15-digit control number, which can be found on their proxy. Registered Shareholders Optionholders and Warrantholders cannot appoint anyone other than the directors and officers named on their proxy as their proxyholder if they vote by telephone.

By Mail:
Registered Shareholders and Optionholders and Warrantholders can complete, sign and date their form of proxy and return it to Computershare, Attention: Proxy Department, 320 Bay Street, 14th Floor, Toronto, ON M5H 4A6 in the envelope provided.

A proxy will not be valid for use at the Meeting unless it is duly completed and received by Computershare in accordance with the instructions thereon by 10:00 a.m. (Toronto time) on Thursday, December 11, 2025, or no later than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time of any adjourned or postponed Meeting. Late proxies may be accepted or rejected at the discretion of the Chair of the Meeting with the consent of the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed). The Chair is under no obligation to accept or reject any particular late proxy. The time limit for deposit of proxies may be waived or extended by the Chair of the Meeting, with the consent of the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed), with or without notice. The proxy must be in writing and signed by the Shareholder, Optionholders, Warrantholders or by their respective attorney, duly authorized in writing or, if the Shareholder Optionholders and/or Warrantholders is a corporation, the written notice must be executed by its duly authorized officer or attorney. If a Shareholder Optionholder or Warrantholder votes by telephone or via the Internet, they do not need to return their form of proxy.

Voting by Live Internet Webcast

Only Registered Shareholders, Optionholders and Warrantholders, and duly appointed proxyholders who have registered with Computershare in advance of the Meeting will be able to virtually attend, ask questions and vote online in real time at the Meeting. A Registered Shareholder, Optionholder and/or Warrantholder that wishes to appoint another Person or entity (who need not be a Shareholder or Brokers Warrant Holder) to represent such Registered Shareholder, Optionholder and/or

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Warrantholder at the Meeting may either insert the Person or entity's name in the blank space provided in the form of proxy or complete another proper form of proxy and submit the form of proxy.

In addition, in order for a Registered Shareholder's, Optionholder's and/or Warrantholder's duly appointed proxyholder to attend, ask questions and vote online in real time at the Meeting, the Registered Shareholder, Optionholder and/or Warrantholder must also take the additional step of registering its proxyholder with Computershare after it has submitted its form of proxy. To do so, such Registered Shareholder Registered Shareholder, Optionholder and/or Warrantholder must access http://www.computershare.com/Orbec by no later than 10:00 a.m. (Toronto time) on Thursday, December 11, 2025, or no later than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time of any adjourned or postponed Meeting, and provide Computershare with their proxyholder's contact information so that Computershare may register such proxyholder and provide the proxyholder with an invitation code for the Meeting via email. This invitation code will allow the Registered Shareholder's, Optionholder's and/or Warrantholder's proxyholder to log in to the live audio webcast and vote online in real time at the Meeting. The failure of a Registered Shareholder Optionholder and/or Warrantholder to register their proxyholder with Computershare will result in such Registered Shareholder's Optionholder's and/or Warrantholder's proxyholder not receiving an invitation code, which will prevent such Registered Shareholder's Optionholder's and/or Warrantholder's proxyholder from being able to ask questions or vote online in real time at the Meeting and only being able to attend the Meeting online as a guest. Guests will not be permitted to vote or ask questions online in real time at the Meeting.

See "General Proxy Information – Meeting Information – Attending the Meeting" for instructions on how a Registered Shareholder, Brokers Warrant Holder and their duly appointed proxyholder may attend, ask questions and vote at the Meeting.

Voting by Non-Registered Shareholders

The information set forth in this section is of significant importance to many Shareholders, as a substantial number of Shareholders do not hold Shares in their own name. Non-Registered Shareholders should note that only proxies deposited by Shareholders whose names appear in the records of Orbec as a Registered Shareholder or duly appointed proxyholders can be recognized and acted upon at the Meeting or any adjournment or postponement thereof.

If Shares are listed in an account statement provided to a Shareholder by their Intermediary, then in almost all cases, those Shares will not be registered in the Shareholder's name on Orbec's share register. Those Orbec Shares will more likely be registered under the name of the Shareholder's Intermediary or an agent of that Intermediary. In Canada, the vast majority of such Shares are registered under the name of "CDS & Co.", the registration name of CDS, which acts as nominee for many Canadian brokerage firms, and in the United States, under the name of "Cede & Co.", the registration name of DTC. Orbec Shares held by Intermediaries can only be voted (for or against resolutions) upon the instructions of the Non-Registered Shareholders. Without specific instructions, the Intermediaries are prohibited from voting Shares for their clients. Orbec does not know for whose benefit the Shares registered in the name of CDS & Co., DTC, or another Intermediary, are held.

NI 54-101 requires Intermediaries to seek voting instructions from Non-Registered Shareholders in advance of shareholder meetings. In accordance with the requirements of NI 54-101, Orbec has distributed copies of the Notice of Meeting, this Circular and form of proxy to the Intermediaries and clearing agencies for onward distribution to Non-Registered Shareholders. Intermediaries are required to forward these materials to Non-Registered Shareholders unless the Non-Registered Shareholder has waived the right to receive them. Every Intermediary has its own mailing procedures and provides its own return instructions, which should be carefully followed by Non-Registered Shareholders in order to ensure that their Shares are voted at the Meeting or any adjournment or postponement thereof. Often, the form of proxy supplied to a Non-Registered Shareholder by its Intermediary is identical to the form of proxy provided to Registered Shareholders; however, its purpose is limited to instructing the Registered Shareholder on how to vote on behalf of the Non-Registered Shareholder.

Voting by Submitting Voting Instructions

For a Non-Registered Shareholder, their Intermediary will send them their proxy-related materials and a voting instruction form that allows them to provide voting instructions to their Intermediary on the Internet, by telephone or by mail. To vote, a Non-Registered Shareholder should follow the instructions provided on their voting instruction form. A Non-Registered Shareholder's Intermediary is required to ask for the Non-Registered Shareholder's voting instructions before the Meeting. Non-Registered Shareholders are to contact their Intermediary if they do not receive a voting instruction form. Alternatively, a Non-Registered Shareholder may receive from their Intermediary a preauthorized form of proxy indicating the number of Orbec Shares to be voted, which they should complete, sign, date and return as directed on the form. Each Intermediary has its own

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procedures which should be carefully followed by Non-Registered Shareholders to ensure that their Shares are voted by their Intermediary on their behalf at the Meeting. Orbec intends to reimburse Intermediaries for the delivery of the Meeting materials to Non-Registered Shareholders that have objected to their Intermediary disclosing certain ownership information about themselves to Orbec (objecting beneficial owners).

The majority of Intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge. Broadridge typically mails a scannable voting instruction form in lieu of the form of proxy. Non-Registered Shareholders are requested to complete and return the voting instruction form in accordance with the instructions set out therein. Broadridge tabulates the results of all instructions received and provides appropriate instructions regarding the voting of Orbec Shares to be represented at the Meeting or any adjournment or postponement thereof. Orbec may utilize Broadridge's QuickVote™ service to assist eligible Non-Registered Shareholders that are "non-objecting beneficial owners" with voting their Orbec Shares over the telephone.

Non-Registered Shareholders who have questions or concerns regarding any of these procedures may contact their Intermediary. It is recommended that inquiries of this kind be made well in advance of the Meeting.

Voting by Live Internet Webcast

Only Registered Shareholders, Optionholders and Warrantholders and duly appointed proxyholders (including any Non-Registered Shareholders who have appointed themselves as proxyholders) who have registered with Computershare in advance of the Meeting will be able to attend, ask questions and vote online in real time at the Meeting. A Non-Registered Shareholder can only vote its Shares at the Meeting if it has previously appointed itself as the proxyholder for its Shares by printing its name in the space provided on the voting instruction form and submitting it as directed on the form.

In addition, in order to virtually attend, ask questions and vote online in real time at the Meeting, Non-Registered Shareholders must also take the additional step of registering themselves as a proxyholder with Computershare after it has submitted its voting instruction form. To do so, such Non-Registered Shareholder must access http://www.computershare.com/Orbec by no later than 10:00 a.m. (Toronto time) on Thursday, December 11, 2025, or no later than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time of any adjourned or postponed Meeting, and provide Computershare with their contact information so that Computershare may register such Non-Registered Shareholder and provide them with an invitation code for the Meeting via email. This invitation code will allow a Non-Registered Shareholder to log in to the live audio webcast and vote online in real time at the Meeting. The failure of a Non-Registered Shareholder to register themselves as a proxyholder with Computershare will result in such Non-Registered Shareholder not receiving an invitation code, which will prevent such Non-Registered Shareholder from being able to ask questions or vote online in real time at the Meeting and only being able to attend the Meeting online as a guest. Guests will not be permitted to vote or ask questions online in real time at the Meeting.

See "General Proxy Information – Meeting Information – Attending the Meeting" for instructions on how a Non-Registered Shareholder, or a Non-Registered Shareholder's duly appointed proxyholder may attend and vote at the Meeting.

Voting instructions must be received in sufficient time to allow the voting instruction form to be forwarded by the Non-Registered Shareholder's Intermediary to Computershare before 10:00 a.m. (Toronto time) on Thursday, December 11, 2025. If a Non-Registered Shareholder plans to participate in the Meeting (or to have its proxyholder participate in the Meeting), such Non-Registered Shareholder or its proxyholder will not be entitled to vote or ask questions, unless the proper documentation is completed and received by the Non-Registered Shareholder's Intermediary well in advance of the Meeting to allow them to forward the necessary information to Computershare before 10:00 a.m. (Toronto time) on Thursday, December 11, 2025. Non-Registered Shareholders should contact their respective Intermediaries well in advance of the Meeting and follow their instructions if they want to participate in the Meeting. Guests, including Non-Registered Shareholders who have not duly appointed themselves as proxyholders can attend the Meeting by logging into the Meeting at https://meetnow.global/MRNVKUT, selecting the "Guest" icon at the login screen and entering the information requested on the online form. Guests may listen to the Meeting but will not be able to ask questions or vote at the Meeting.

Voting by Non-Registered Shareholders located in the United States

Non-Registered Shareholders located in the United States must provide Computershare with a duly completed legal proxy if they wish to vote at the Meeting or appoint a third party as their proxyholder. Non-Registered Shareholders located in the

United States are to follow the instructions of their Intermediary included with their form of proxy or voting instruction form, or contact their Intermediary, to request a legal proxy form or a legal proxy if they have not received one. After obtaining a valid legal proxy from the Intermediary, Non-Registered Shareholders located in the United States must then submit such legal proxy to Computershare. Requests for registration from Non-Registered Shareholders located in the United States that wish to vote at the Meeting or, if permitted, appoint a third party as their proxyholder, must be sent by email to [email protected] or by courier to Computershare, 320 Bay Street, 14th Floor, Toronto, Ontario M5H 4A6 and must be labeled "Legal Proxy" and received no later than 10:00 a.m. (Toronto time) on December 11, 2025, or no later than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time of any adjourned or postponed Meeting. Non-Registered Shareholders located in the United States will then receive a confirmation of their registration, with an invitation code, by email from Computershare that will allow such Non-Registered Shareholders located in the United States to attend the Meeting. Non-Registered Shareholders located in the United States may also appoint someone else as their proxyholder for their Orbec Shares to represent such Non-Registered Shareholders located in the United States and vote on their behalf at the Meeting, by obtaining a legal proxy, executed in their proxyholder's favour, from the holder of record and registering them with Computershare in the manner described above.

Notice-and-Access

The Company will not be sending the Meeting materials to Securityholders using Notice-and-Access, as described under NI 54-101.

Guests

Only Shareholders as of the Record Date and other permitted attendees may virtually attend the Meeting. Attending the Meeting allows Registered Shareholders and duly appointed proxyholders, including any Non-Registered Shareholders who have duly appointed themselves or a third party as proxyholder, to participate, ask questions and vote at the Meeting. If a Non-Registered Shareholder appoints a third-party proxyholder to represent them at the Meeting, the Non-Registered Shareholder will only be able to attend the Meeting as a guest. Guests, including Non-Registered Shareholders who have not duly appointed themselves a proxyholder, can log into the Meeting online and listen to the Meeting, but will not be able to ask questions or vote at the Meeting. See "General Proxy Information – Meeting Information – Attending the Meeting" for instructions on how a guest can log into the Meeting online and listen to the Meeting.

Quorum

Under Orbec's Articles and the Interim Order, the quorum for the transaction of business at the Meeting will be at least two Shareholders present in person or represented by proxy representing Shares aggregating at least 10% of the issued Orbec Shares entitled to be voted at the Meeting.

Vote Counting

Votes by proxy are counted and tabulated by Orbec's transfer agent, Computershare.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The authorized share capital of the Company consists of an unlimited number of Orbec Shares. November 10, 2025 has been fixed by the directors of the Company as the Record Date for the purpose of determining those Shareholders entitled to receive notice of and to vote at the Meeting. As at the Record Date, 108,915,590 Orbec Shares were issued and outstanding, each such Orbec Share carrying the right to one vote on the Arrangement Resolution.

As of the Record Date, there were 10,344,758 Orbec Options and 25,387,300 Orbec Warrants issued and outstanding and entitled to vote on the Arrangement Resolution together with the holders of Orbec Shares, as further described under "The Arrangement – Required Securityholder Approval of the Arrangement".

To the knowledge of the directors or executive officers of the Company, other than as set forth below, as of the Record Date, there are no persons who beneficially own, directly or indirectly, or exercise control or direction over, Orbec Shares carrying 10% or more of the voting rights attached to the Shares.

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Name	Number of Orbec Shares^{(1)(2)}	Percentage of Orbec Shares^{(1)(2)}
Chad Williams	21,280,066	19.54%

Notes

(1) The information as to Shares beneficially owned, controlled or directed, not being within the knowledge of Orbec, has been obtained by Orbec from publicly disclosed information and/or furnished by the relevant Shareholder.

(2) On a non-diluted basis.

THE ARRANGEMENT

Background to the Arrangement

The entering into of the Arrangement Agreement was the result of extensive arm’s length negotiations conducted among representatives of Orbec and the Special Committee, IAMGOLD, and their respective financial and legal advisors. The following is a summary of the material events, meetings, negotiations and discussions among the parties that preceded the public announcement of the execution of the Arrangement Agreement on October 20, 2025.

Management of the Company and the Board regularly review and assess the Company’s operations, financial performance, and competitive position and relevant industry developments. In connection with this review and assessment, management and the Board periodically consider potential strategic transactions, including acquisitions, business combinations, financing options and other strategic alternatives that might advance the Company’s strategic objectives. Such review includes engaging in discussions with other parties and the consideration of any inquiries from third parties relating to such transactions. In order to facilitate this review, the Company occasionally engages external financial and legal advisors to review and assist with its review and analysis of any such transactions.

Over the past year, Orbec entered into a number of confidentiality agreements with various mining companies in order to allow for preliminary discussions to occur regarding potential transactions to maximize shareholder value. In connection with such discussions, Orbec established an electronic data room to allow such companies to conduct technical due diligence. Some of these companies also conducted site visits as part of their due diligence.

On June 25, 2025, following the completion of Orbec’s non-brokered private placement, which financing IAMGOLD participated in, John Tait and Chad Williams held a meeting with representatives of IAMGOLD where the parties discussed future exploration plans and programs. At the conclusion of that meeting, representatives of IAMGOLD expressed that IAMGOLD would be interested in consolidating its land package in the Chibougamau district of Quebec and that a letter of intent setting out the terms of a proposed direct or indirect acquisition of Orbec’s properties would be forthcoming.

On July 4, 2025, the Parties entered into the Confidentiality Agreement and shortly thereafter IAMGOLD was provided access to the Data Room.

On August 12, 2025, IAMGOLD presented the Company with a non-binding proposal (the “Initial Letter”) to acquire substantially all of the Company’s assets in Québec, including the Muus Gold Project, for cash consideration of up to C$15 million.

On August 12, 2025, the Board retained Tait Capital to act as financial advisor.

On August 13, 2025, the Board met and was provided an update on IAMGOLD’s interest in pursuing a potential transaction. A representative from Tait Capital delivered a presentation summarizing the terms of the Initial Letter. Management, and representatives from Tait Capital and Cassels Brock & Blackwell LLP (“Cassels”) discussed the benefits and drawbacks of an asset-level transaction compared with a corporate transaction. Cassels provided advice regarding the legal and fiduciary duties of the directors in the context of a change of control transaction. The Board discussed with Cassels the appropriate process to ensure appropriate Board review and oversight of negotiations regarding a potential transaction. The Board considered many factors, including Orbec’s need to raise a significant amount of capital through equity financings to fund the continued exploration of its Muus Gold Project, the gold mining industry more broadly, the economic environment and current uncertainties, and the general state of capital markets in Canada. After receiving input from management of Orbec, advice from Tait Capital and Cassels, and deliberating in camera without the senior executive team, Tait Capital, or Cassels present, the Board resolved to authorize management of Orbec to engage with IAMGOLD about the possibility of amending the Initial

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Letter to pivot from an asset-level transaction to a corporate transaction that would result in the acquisition of the Company at an improved price. The Board also determined that it would be prudent to, and did, establish the Special Committee to oversee management's review and assessment of possible fundamental strategic transactions.

The Special Committee was comprised of David Christie (Chair), Kettina Cordero and Paolo Cattelan, each of whom confirmed that they were independent of management of the Company and IAMGOLD. The Special Committee's mandate included, among others, the following responsibilities and rights: (i) to review the proposed structure, the merits and the terms and conditions set out in an offer letter received from IAMGOLD in connection with the proposed sale of the Company's Muus Gold Project, together with such other strategic alternatives that may be available to the Company, its shareholders and other relevant stakeholders, including, but not limited to, a proposed business combination between the Company and IAMGOLD, and to consider and advise the Board as to whether any of the potential transactions is in the best interests of the Company and whether any of the potential transactions should be pursued by the Company; (ii) to make recommendations to the Board in respect of matters that the Special Committee considers relevant with respect to any potential transactions; (iii) to establish, supervise and manage a process that it considers necessary or advisable to evaluate and consider any potential transactions; (iv) to consider, review and make recommendations to the Board in respect of any potential transactions; (v) to consult with management of the Company and such professional advisors as the Special Committee deems necessary or advisable in order to provide recommendations to the Board; (vi) to maintain an independent view from that of management and oversee and make recommendations to the Board to address any situations of conflicts or potential or perceived conflicts that senior officers, directors or advisers may have in connection with a proposed transaction; (vii) to ensure the process is thorough, fair and equitable; and (viii) to do all things and exercise all powers of the board necessary, appropriate or incidental to the foregoing.

On August 15, 2025, John Tait and a representative from Tait Capital met with representatives from IAMGOLD to request that the transaction be changed to a corporate transaction from an asset-level deal and at an improved price. At that point, and prior to committing additional internal and external resources to the proposal, IAMGOLD requested that Orbec indicate the terms, including the price per share consideration, that it would find acceptable in response to IAMGOLD's original offer.

Mr. Tait and representatives from IAMGOLD then spoke a number of times informally over a period of two weeks. On August 29, 2025, IAMGOLD presented Orbec with a revised non-binding letter of intent (the "Revised Letter") to acquire all of the issued and outstanding Orbec Shares, other than the Orbec Shares held by IAMGOLD, at a price of C$0.13 per Orbec Share, payable 50% in cash and 50% in IAMGOLD Shares, including the cash payment to Optionholders and Warrantholders in an amount equal to the excess (if any) of C$0.13 over the applicable exercise price per Orbec Option or Orbec Warrant, as applicable, multiplied by the number of Orbec Shares such Orbec Option or Orbec Warrant, as applicable, entitles the holder thereof to purchase.

After consulting the Special Committee, Tait Capital, management of Orbec, and Cassels, Mr. Tait informed representatives of IAMGOLD that Orbec did not wish to pursue a transaction on the proposed terms set out in the Revised Letter.

On September 3, 2025, Mr. Tait presented a counteroffer to IAMGOLD of C$0.155 per Orbec Share payable 100% in IAMGOLD Shares with a request that IAMGOLD invest C$2,000,000 in an equity financing at the time of entering into a definitive agreement. IAMGOLD declined these terms.

On September 7, 2025, the Special Committee met with representatives from Tait Capital, Cassels, and Messrs. Tait and Williams to discuss the status of negotiations with IAMGOLD with respect to the updated proposal offer. The Special Committee, its representatives and management of Orbec discussed the terms of the Revised Letter, the possibility of raising additional equity, continuing the Company's exploration program, and/or seeking alternative bidders.

Later on September 7, 2025, the Company received an unsolicited non-binding term sheet from a strategic third party ("Party A"). The term sheet from Party A proposed an asset level acquisition to acquire substantially all of the Company's assets in Chibougamau, Quebec for consideration of C$7.5 million payable through the issuance of common shares of Party A and deferred payments of C$4 million in cash, and was subject to customary qualifications (including due diligence).

On September 8, 2025, the Chief Executive Officer and Executive Chairman of the Company met with representatives from Tait Capital and Cassels to discuss the non-binding term sheet received from Party A. Following these discussions, management circulated the draft term sheet from Party A to the Special Committee. After having reviewed the offer, the Special Committee concluded that the proposed consideration offered by Party A was inferior in all respects to the terms set out in the Revised

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Letter received from IAMGOLD, and determined that it was in the best interest of the Company to continue to negotiate the terms and conditions of the proposed transaction with IAMGOLD.

On September 10, 2025, representatives of Orbec and IAMGOLD held a subsequent discussion during which time representatives of IAMGOLD presented an updated non-binding letter of intent (the "Final Letter"), that included proposed consideration of C$0.13 per Orbec Share, payable 50% in cash and 50% in IAMGOLD Shares, a cash payment (if any) to Optionholders and Warrantholders (other than IAMGOLD) equal to the difference between C$0.13 and the respective strike prices of each outstanding Orbec Option and Orbec Warrant, an offer to invest C$500,000 of equity at the time of entering into a definitive transaction agreement, and granting IAMGOLD binding exclusivity for a 30-day period.

On September 10 and 11, 2025, the Board and Special Committee met with its financial and legal advisors to evaluate the risks and opportunities associated with entering into a non-binding letter of intent with IAMGOLD on the terms proposed on September 10, 2025, and to review and consider the updated terms thereof.

During the course of these meetings, management of the Company delivered to the Board a presentation and analysis of the Company's current stand-alone plan, including potential external financing requirements. Representatives from Tait Capital provided the Board with an overview of the key terms of the Final Letter and reported IAMGOLD's confirmation that it required an exclusivity period in order to commit the resources necessary to complete its due diligence review of the Company and its business and negotiate definitive transaction documentation.

A discussion continued with members of the Special Committee contributing perspectives, advice, and recommendations as to the perceived merits and challenges of the Final Letter. The Special Committee also discussed obtaining a fairness opinion.

On September 11, 2025, the Special Committee recommended that the Board enter into a non-binding letter of intent with IAMGOLD, contemplating that IAMGOLD would acquire all of the issued and outstanding Orbec Shares, other than the Orbec Shares held by IAMGOLD, by way of plan of arrangement for C$0.13 per Orbec Share payable 50% in cash and 50% in IAMGOLD Shares, a cash payment (if any) to Optionholders and Warrantholders (other than IAMGOLD) equal to the difference between C$0.13 and the respective strike prices of each outstanding Orbec Option and Orbec Warrant, a subscription by IAMGOLD of C$500,000 of Orbec Shares in a private placement at a price to be determined in the context of the market, and the grant to IAMGOLD of binding exclusivity for a 30-day period, subject to entering into a final binding definitive agreement, and all on the terms described above. The Chair of the Special Committee agreed to reach out to Evans & Evans to retain them to act as financial advisor and for the purposes of delivering a fairness opinion. At this time, as required pursuant to the terms of the non-binding letter of intent, Orbec also terminated all negotiations, informal or otherwise, with other third-parties, including Party A.

On September 22, 2025, the Board approved the engagement of Evans & Evans as financial advisors, pursuant to which Evans & Evans would prepare and deliver a fairness opinion with respect to the proposed transaction with IAMGOLD.

On September 26, 2025, at the request of IAMGOLD, the Parties agreed to revise the structure of the C$500,000 financing from an equity issuance to an unsecured convertible debenture on terms to be negotiated.

On October 1, 2025, Norton Rose Fulbright Canada LLP ("Norton Rose"), counsel to IAMGOLD, sent an initial draft of the Arrangement Agreement to Cassels.

On October 6, 2025, following extensive due diligence conducted by IAMGOLD, representatives from IAMGOLD advised Orbec that as a result of Orbec's increased operating costs and post-closing liabilities, it was revising its previous offer from C$0.13 per Orbec Share to C$0.11 per Orbec Share. Following discussions between representatives of Tait Capital and IAMGOLD, IAMGOLD agreed to increase the per share consideration from C$0.11 to C$0.125. Optionholders and Warrantholders (other than IAMGOLD) would also receive a cash payment (if any) equal to the difference between C$0.125 and the respective strike prices of each outstanding Orbec Option and Orbec Warrant.

On October 7, 2025, the Board convened a meeting with its financial advisors to discuss the reduction of the offer price. After a presentation from Tait Capital, the Board agreed to continue negotiating with IAMGOLD at the reduced offer price of C$0.125 per Orbec Share.

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On October 7, 2025, Cassels sent an updated draft of the Arrangement Agreement to Norton Rose which was revised to reflect discussions with the Special Committee and the Board. On the same day, Norton Rose sent to Cassels initial drafts of the Plan of Arrangement and form of Voting Support Agreement that set out the terms upon which Orbec’s directors and officers, and certain other Shareholders, would vote their securities of Orbec in favour of the Arrangement.

Between October 7, 2025 and October 19, 2025, Orbec and IAMGOLD, together with their legal and financial advisors, met to discuss the remaining open items, negotiated the Arrangement Agreement, the Plan of Arrangement and the form of Voting Support Agreement. These discussions pertained notably to the terms of the proposed transaction, including representations, warranties, conditions and deal protection measures, as well as the final exchange ratio in respect of the Share Consideration, and the terms and conditions of the Convertible Debenture. During this brief period, the Company engaged with certain Shareholders on their willingness to sign Voting Support Agreements. As part of that process, certain Shareholders agreed to keep any information disclosed to them confidential and acknowledged the restrictions they would be subject to under Applicable Securities Laws once such information was disclosed to them.

On October 19, 2025, a meeting of the Special Committee was convened with members of management, and representatives of each of Tait Capital, Evans & Evans and Cassels, to receive a presentation from Tait Capital and a review of the terms and conditions of the draft Arrangement Agreement and the proposed transaction, and discuss the merits, risks and alternatives to the proposed transaction. Evans & Evans presented the Fairness Opinion and discussed the methodologies and analysis underlying the Fairness Opinion and verbally advised that, on the date of delivery of such opinion, subject to the assumptions, limitations and qualifications to be set forth in its written opinion (to be addressed to the Board), the Consideration to be received by the Securityholders pursuant to the Arrangement is fair, from a financial point of view, to the Securityholders. After careful consideration, the Special Committee unanimously determined that the Consideration to be received by the Securityholders under the Arrangement is fair to the Securityholders, that it is in the best interests of the Company to enter into the Arrangement Agreement, and the Special Committee unanimously recommended to the Board that the Board (i) determine that the Arrangement is in the best interest of the Company; (ii) approve the Arrangement, and (iii) recommend to the Securityholders that they vote in favour of the Arrangement Resolution at the Meeting. The meeting of the Special Committee was then adjourned so that the Board could meet.

After the Special Committee meeting concluded, the Board, including members of the Special Committee, convened to consider such matters, having previously received the presentation by Cassels at its meeting regarding the material terms of the Arrangement Agreement and the Fairness Opinion from Evans & Evans. The Special Committee reported to the Board on the process it had undertaken, and confirmed its unanimous recommendation that the Board approve the Arrangement and the Arrangement Agreement and recommend that Securityholders vote in favour of the Arrangement Resolution. Following a discussion of the benefits and risks associated with the Arrangement and other factors the Board deemed relevant, including the factors set out below under the heading "The Arrangement – Reasons for the Arrangement", the Board then unanimously determined that the Arrangement was in the best interests of the Company and is fair, unanimously approved the Arrangement and the Arrangement Agreement, and the Company's entrance into the Arrangement Agreement and performance of the transactions contemplated thereby, and unanimously resolved to recommend that Securityholders vote in favour of the Arrangement Resolution.

Throughout the evening on October 19, 2025, Orbec and IAMGOLD, assisted by their respective legal and financial advisors, finalized the terms of the Arrangement Agreement and other transaction documents based on the final material terms approved by the Board. Orbec and IAMGOLD executed the Arrangement Agreement later in the evening on October 19, 2025, and each of the Parties announced the Arrangement before the markets opened on October 20, 2025.

Recommendation of the Special Committee

The Special Committee, after consultation with the Company’s legal and financial advisors and taking into account the Fairness Opinion, has unanimously determined that it is in the best interests of the Company to enter into the Arrangement Agreement, and that the Arrangement and the transactions contemplated thereby are fair to the Securityholders and unanimously recommended to the Board that the Board (i) determine that the Arrangement is in the best interest of the Company; (ii) approve the Arrangement, and (iii) recommend to the Securityholders that they vote FOR the Arrangement Resolution.

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Recommendation of the Board

The Board, after careful consideration and taking into account the Fairness Opinion, the best interests of the Company, and after consultation with management and its legal and financial advisors, and upon the unanimous recommendation of the Special Committee, has unanimously determined that the Arrangement is in the best interests of the Company and is fair to the Securityholders. Accordingly, the Board unanimously approved the Arrangement Agreement and unanimously recommends that Securityholders vote FOR the Arrangement Resolution.

Reasons for the Arrangement

As described above, in the course of their evaluation of the Arrangement, the Special Committee and the Board consulted with the Company’s financial and legal advisors and Company management, and considered a number of factors including, without limitation, those listed below. The Special Committee and the Board have recommended the Arrangement based upon the totality of the information presented and considered by them. The following summary of the information and factors considered by the Special Committee and the Board is not intended to be exhaustive, but includes a summary of the material information and factors considered by them in its consideration of the Arrangement. In view of the variety of factors and the amount of information considered in connection with their evaluation of the Arrangement, the Special Committee and the Board did not find it practicable to, and did not, quantify or otherwise attempt to assign any relative weight to each of the specific factors considered in reaching its conclusions and recommendations. The recommendation of the Special Committee and the Board was made after consideration of all of the factors noted below and other factors and in light of their knowledge of the business, financial condition and prospects of the Company and taking into account the advice of their respective financial and legal advisors. Individual members of the Special Committee and the Board may have assigned different weights to different factors.

Attractive Premium. Under the terms of the Arrangement Agreement, Shareholders will receive a total consideration representing a value of C$0.125, which consists of an aggregate of 0.003466 of an IAMGOLD Share and C$0.0625 in cash for each Orbec Share, implying a total equity value, based on all of the issued and outstanding Orbec Shares on a fully diluted basis, of approximately C$18.1 million, and representing a premium of approximately 25% to the closing price of the Orbec Shares on the TSXV as of market close on October 17, 2025.
Ability to Participate in Future Potential Growth of Combined Entity. By receiving IAMGOLD Shares under the Arrangement, Shareholders will have an opportunity to retain exposure to the Company’s existing exploration projects, while gaining exposure to IAMGOLD’s three operating mines, Essakane (Burkina Faso), Westwood (Quebec), and Côte Gold (Ontario). In addition, IAMGOLD has a portfolio of early stage and advanced exploration projects within high potential mining districts in Canada.
Immediate Exposure to Gold Production. The Arrangement will provide Shareholders with immediate exposure to an established gold producer with proven construction capabilities, a strong exploration track record, and a low-cost growth profile, with IAMGOLD’s 2025E guidance of 735,000 to 820,000 ounces Au, at a compelling AISC of US$1,830-1,930/oz Au sold⁴.
Participation in Expansion and Development Potential. Located at the intersection of the Fancamp and Guercheville deformation zones, which are two major mineralized corridors that also host IAMGOLD’s Monster Lake and Nelligan deposits, the Company’s Muus Gold Project has been viewed as a geological link between IAMGOLD’s existing holdings. The Arrangement will provide Shareholders with ongoing exposure to future value creating milestones at the Nelligan mining complex. The Share Consideration issuable to Shareholders pursuant to the Arrangement will provide Former Shareholders with the ability to participate in the value realized with the development of the Company’s assets.
Benefits of Owning IAMGOLD Shares. The IAMGOLD Shares are listed on both the Toronto Stock Exchange and New York Stock Exchange which benefit from increased trading liquidity, analyst coverage and investor demand.

⁴ AISC is a non-IFRS measure. AISC include cost of sales exclusive of depreciation expense, sustaining capital expenditures, which are required to maintain existing operations, capitalized exploration, sustaining lease principal payments, environmental rehabilitation accretion and depreciation, by-product credits and corporate general and administrative costs. These costs are then divided by IAMGOLD’s attributable gold ounces sold by mine sites in commercial production in the period to arrive at the cash costs per ounce sold and the AISC per ounce sold.

Preferred Strategic Alternative. The Arrangement with IAMGOLD was determined to be the preferred transaction available to the Company for maximizing Securityholder value, after investigating alternative transactions, obtaining advice from Orbec’s financial and legal advisors and taking into consideration the Consideration offered, the probability of the Arrangement being completed, and the Company’s current financial and operational position and the other terms and conditions of the Arrangement Agreement.
Company’s Prospects as a Stand-Alone Business. The Special Committee and the Board believe the Arrangement is an attractive proposition for the Shareholders relative to the status quo, taking into account the current and anticipated opportunities, risks and uncertainties associated with the Company’s business, affairs, operations, industry and prospects, including, but limited to, execution risks associated with its standalone strategic plan, risks associated with permitting and regulatory approvals, exploration and development risks and commodity price and inflation risks. There is no assurance that the continued operation of the Company under its current standalone business model and pursuit of its future business plan would yield equivalent or greater value for all Shareholders compared to that available under the Arrangement.
Value Supported by a Fairness Opinion. The Special Committee received an opinion from Evans & Evans which concluded that, as of October 19, 2025, the Consideration to be received by the Securityholders under the Arrangement is fair from a financial point of view to the Securityholders. The terms of Evans & Evans’ engagement provide that they are to receive a fixed-fee for delivery of their Fairness Opinion regardless of the conclusion reached therein and regardless of whether the Arrangement Agreement was entered into or whether the Arrangement is ultimately completed. The complete text of the Fairness Opinion is attached as Appendix C. Securityholders are urged to read the Fairness Opinion carefully and in its entirety. See “The Arrangement – Fairness Opinion”.
Ability to Respond to Unsolicited Superior Proposals. Notwithstanding the limitations contained in the Arrangement Agreement on the Company’s ability to solicit interest from third parties, the Arrangement Agreement does not preclude unsolicited Acquisition Proposals from other parties which may be considered by the Board in certain circumstances. The Arrangement Agreement sets out a clear and precise framework and mechanism with which other potentially interested parties may abide to submit an Acquisition Proposal, obtain access to the Company’s confidential information and ultimately qualify as a Superior Proposal (as defined in the accompanying Circular). In addition, the Arrangement Agreement permits the Company to accept a Superior Proposal in certain circumstances. Accordingly, subject to the terms and conditions of the Arrangement Agreement, if a Superior Proposal were to be made that IAMGOLD did not match, the Company may accept it upon paying the applicable Termination Payment. In light of the significant uncertainty associated with pursuing an arrangement with another party, the Special Committee and the Board determined that it was in the best interests of the Company, taking into account the interests of all stakeholders, to enter into the Arrangement Agreement.
Limited Number of Potential Acquirors. The Special Committee and the Board believe it is unlikely that any other parties would be prepared to pay a higher price to acquire the Company.
Negotiated Transaction. The Arrangement Agreement is the result of a comprehensive negotiation process with respect to the key elements of the Arrangement Agreement and Plan of Arrangement, which includes terms and conditions that are reasonable in the judgment of the Board and the Special Committee.
Significant Shareholder Support for the Arrangement. Chad Williams, the Executive Chairman of the Company and its largest Shareholder, as well as directors, senior executive officers and certain other Shareholders have entered into the Voting Support Agreements pursuant to which such Shareholders have agreed to vote all Orbec Shares held by them in favour of the Arrangement. Collectively, such Shareholders represent approximately 29.6% of the outstanding Orbec Shares as of the Record Date.
Shareholder Approval. The Arrangement must be approved by (i) not less than 66⅔% of the votes cast by Shareholders present in person (virtually) or represented by proxy at the Meeting; (ii) not less than 66⅔% of the votes cast by Shareholders, Optionholders and Warrantholders present in person (virtually) or represented by proxy at the Meeting; and (iii) not less than a simple majority of the votes cast by Shareholders present in person (virtually) or represented by proxy at the Meeting, excluding the votes from any other Shareholders required to be excluded under MI 61-101.
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Court and Regulatory Approval. The Arrangement must be approved by the Court, which will consider, among other things, the fairness and reasonableness of the Arrangement to the Shareholders.
Dissent Rights. Pursuant to the Interim Order, certain Registered and Non-Registered Shareholders may, upon strict compliance with all requirements applicable to the exercise of such Dissent Rights, exercise Dissent Rights and receive fair value for their Orbec Shares as determined by the Court.
Role of the Special Committee. The evaluation and negotiation process was supervised by the Special Committee, which is composed entirely of independent directors and was advised by experienced and qualified legal and financial advisors. The Special Committee met regularly with the Company's advisors. The Arrangement was unanimously recommended to the Board by the Special Committee on the basis described herein and on the basis of the legal and financial advice that was received by the Special Committee.

In the course of its deliberations, the Special Committee and the Board also identified and considered a variety of risks (as described in greater detail under "Risk Factors – Risks Relating to the Arrangement") and potentially negative factors in connection with the Arrangement, including, but not limited to such risks and factors described below.

If the Arrangement is successfully completed, the Company will no longer exist as an independent publicly traded company and the Shareholders will be unable to participate in the longer-term potential benefits of the business of the Company or value that might result from future growth of the Company and potential achievement of the Company's long-term plans.
There can be no assurance that, if the Company had solicited expressions of interest from additional potential buyers or for a longer duration, that one or more of such potential buyers would not have been willing to acquire the Company on more favourable terms than the Arrangement with IAMGOLD. However, the Special Committee and the Board concluded, at the time exclusivity was granted to IAMGOLD, that the risks of not entering into exclusive negotiations with IAMGOLD outweighed the benefits of doing so.
The fact that, after having entered into exclusive negotiations with IAMGOLD, the Company did not engage with Party A in respect of the unsolicited proposal described above. There can be no assurance that, if the Company had engaged with Party A, that Party A would not have been willing to acquire the Company or its assets on more favourable terms than those offered by IAMGOLD. At the time, the Special Committee concluded that there were meaningful risks associated with pursuing an unsolicited proposal from Party A, including (i) the inability of the Company to negotiate a more favourable price than what was offered by IAMGOLD once the Company engaged with such party; and (ii) in the event that the Company ended exclusivity to pursue other offers, IAMGOLD may cease negotiations with the Company.
The fact that the Arrangement Agreement prohibits the Company from soliciting certain alternative transactions between signing and closing.
The terms of the Arrangement Agreement, including those in respect of: (i) restricting the Company from soliciting third parties to make an Acquisition Proposal; and (ii) the fact that if the Arrangement Agreement is terminated under certain circumstances, including in the event that the Company makes a change in recommendation or enters into an agreement in respect of a Superior Proposal, the Company must pay the Termination Payment to the Purchaser.
The risks to the Company and its stakeholders, including the Shareholders if the Arrangement is not completed, including the costs to the Company in pursuing the Arrangement and the temporary diversion of the Company's management from the conduct of the Company's business in the ordinary course.
The fact that, if the Arrangement is not consummated and the Board decides to seek another arrangement, there can be no assurance that the Company will be able to find a party willing to pay an equivalent or more attractive price than the Consideration to be paid under the Arrangement, or that the Shareholders would be able to receive comparable or greater consideration than the Consideration payable under the Arrangement in any other future arrangement that the Company may effect.
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The restrictions imposed pursuant to the Arrangement Agreement on the conduct of the Company’s business prior to the completion of the Arrangement, which could delay or prevent the Company from undertaking business opportunities that may arise pending completion of the Arrangement, and the potential negative effect of the pendency of the Arrangement on the Company’s business, including its relationships with users, partners and employees.
The fact that the Company has incurred and will continue to incur significant costs and expenses in connection with the Arrangement, regardless of whether the Arrangement is completed.
The fact that certain of the Company’s directors and executive officers have interests in the Arrangement that differ from, or are in addition to, the Consideration to be received by Shareholders pursuant to the Arrangement, which interests are described under “The Arrangement – Interests of Certain Directors and Executive Officers in the Arrangement”.
Other risks associated with the Parties’ ability to complete the Arrangement.

The foregoing summary of the information and factors considered by the Special Committee and the Board in reaching their determinations is not, and is not intended to be, exhaustive. In view of the wide variety of factors considered in connection with their evaluation of the Arrangement and the complexity of these matters, the Special Committee and the Board did not find it practicable to, and therefore did not, quantify or otherwise attempt to assign any relative weights to these factors. In addition, individual members of the Special Committee and the Board may have given different weights to different factors. The Special Committee and the Board believe that, overall, the anticipated benefits of the Arrangement to Orbec outweigh these risks and factors. See “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors – Risks Relating to the Arrangement”.

Fairness Opinion

The following summary is qualified in its entirety by the full text of the Fairness Opinion which sets forth the credentials of Evans & Evans, the assumptions made, the matters considered, and the limitations and qualifications on the review undertaken in connection with the Fairness Opinion. The Fairness Opinion does not address any other aspect of the Arrangement and no opinion or view was expressed as to the relative merits of the Arrangement in comparison to other strategies or transactions that might be available to the Company or in which the Company might engage or as to the underlying business decision of the Company to proceed with or effect the Arrangement. The Fairness Opinion is not a recommendation to any Securityholder as to how to vote or act on any matter relating to the Arrangement. The Fairness Opinion is only one factor that was taken into consideration by the Special Committee and the Board in making their determinations.

Securityholders are urged to read the Fairness Opinion in its entirety. The full text of the Fairness Opinion setting out the assumptions made, matters considered, limitations and qualifications on the review undertaken, is attached in Appendix C.

Evans & Evans was formally engaged to provide the Board with the Fairness Opinion pursuant to an engagement letter dated September 22, 2025. Pursuant to the terms of such engagement letter, Evans & Evans is to be paid a fixed-fee for the delivery of its Fairness Opinion. The fees payable to Evans & Evans under the engagement letter are not contingent on the successful completion of the Arrangement or any other transaction. In addition, the Company has agreed to reimburse Evans & Evans for out-of-pocket expenses.

On October 19, 2025, at the meeting of the Special Committee held to consider the Arrangement, Evans & Evans provided a verbal opinion, which was subsequently confirmed in writing (addressed to the Board), that, as of that date and based on and subject to the assumptions, limitations and qualifications set forth therein, the Consideration to be received by the Securityholders pursuant to the Arrangement is fair from a financial point of view to the Securityholders.

Evans & Evans considered several techniques and used a blended approach to determine their opinion on the Arrangement and based the Fairness Opinion upon a number of quantitative and qualitative factors. The full text of the Fairness Opinion, which sets forth assumptions made, procedures followed, information reviewed, matters considered, and limitations on the scope of

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the review undertaken by Evans & Evans in connection with its Fairness Opinion, is attached in Appendix C. Evans & Evans provided its opinion solely for the information and assistance of the Board (including the Special Committee) in connection with the consideration of the Arrangement and except for the inclusion of the Fairness Opinion in its entirety and a summary thereof in this Circular, the Fairness Opinion is not to be reproduced, disseminated, quoted from or referred to (in whole or in part) without the prior written consent of Evans & Evans. The Fairness Opinion is not a recommendation as to how any Securityholder should vote or act on any matter relating to the Arrangement or any other matter.

The Fairness Opinion represents the opinion of Evans & Evans and the form and content of the Fairness Opinion was prepared and then reviewed by senior Evans & Evans personnel who are collectively experienced in merger and acquisition, divestiture, restructuring, valuation, fairness opinion and capital markets matters.

Implementation and Particulars of the Arrangement

The following summarizes the material terms of the Arrangement and does not purport to be complete and is qualified in its entirety by reference to the Arrangement Agreement which may be found under the Company's issuer profile on SEDAR+ at www.sedarplus.ca, and the Plan of Arrangement attached as Appendix B hereto.

Implementation of the Arrangement

The Arrangement will be implemented by way of a statutory plan of arrangement under Section 182 of the OBCA pursuant to the terms of the Arrangement Agreement. Among other things, the Plan of Arrangement provides for (i) the acquisition by IAMGOLD of all of the issued and outstanding Orbec Shares, other than the Orbec Shares held by IAMGOLD, and (ii) the treatment of the Orbec Options; and (iii) the treatment of the Orbec Warrants. The following procedural steps must be taken in order for the Arrangement to become effective:

the Required Securityholder Approval must be obtained;
the Court must grant the Final Order approving the Arrangement; and
all conditions precedent to the Arrangement, as set out in the Arrangement Agreement, must be satisfied or waived (if permitted) by the appropriate Party.

Assuming completion of all of these steps, it is currently anticipated that the Arrangement will be completed before the end of 2025. In the event that the Arrangement does not proceed for any reason, including because it does not receive the Required Securityholder Approval or Court approval, the Shareholders will not be entitled to receive the Consideration for their Orbec Shares in connection with the Arrangement and the Company will continue as a publicly-traded company.

The Plan of Arrangement

Pursuant to the terms of the Plan of Arrangement, at the Effective Time each of the following events shall occur and shall be deemed to occur sequentially as set out below without any further authorization, act or formality, in each case, and unless stated otherwise, effective as at one-minute intervals starting at the Effective Time:

Treatment of Orbec Shares

Each Orbec Share outstanding immediately prior to the Effective Time (other than Orbec Shares held by a Dissenting Shareholder who has validly exercised their Dissent Rights in respect of such Orbec Shares) shall, without any further authorization, act or formality, including by or on behalf of a holder of Orbec Shares, be deemed to be assigned and transferred by the holder thereof to IAMGOLD (free and clear of all Liens) in exchange for the Consideration for each Orbec Share held.

Treatment of Options

Each Orbec Option (and all agreements relating thereto) outstanding immediately prior to the Effective Time (whether vested or unvested), notwithstanding the terms of the Stock Option Plan or any option, award or similar agreement pursuant to which such Orbec Option was awarded or granted, shall be deemed to be unconditionally vested and exercisable, and such Orbec Option shall, without any further authorization, act or formality, including by or on behalf of the holder of such Orbec Option,

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be deemed to be surrendered, assigned and transferred by such holder to the Company (free and clear of all Liens) in exchange the Cash Equivalent Consideration, less any applicable withholdings pursuant to Section 5.3 of the Plan of Arrangement, and such Orbec Option shall immediately be cancelled and, for greater certainty, where such amount is zero or negative, none of the Company, the Depositary, nor IAMGOLD shall be obligated to pay the holder of such Orbec Option any amount in respect of such Orbec Option, and such Orbec Option shall immediately be cancelled.

Treatment of Warrants

Each Orbec Warrant outstanding immediately prior to the Effective Time, notwithstanding the terms of any certificate, indenture or other Contract governing such Orbec Warrant, shall, without any further authorization, act or formality, including by or on behalf of the holder of such Orbec Warrant, be deemed to be surrendered, assigned and transferred by such holder to the Company (free and clear of all Liens) in exchange for the Cash Equivalent Consideration, less any applicable withholdings pursuant to Section 5.3 of the Plan of Arrangement, and such Orbec Warrant shall immediately be cancelled and, for greater certainty, where such amount is zero or negative, none of the Company, the Depositary, nor IAMGOLD shall be obligated to pay the holder of such Orbec Warrant any amount in respect of such Orbec Warrant, and such Orbec Warrant shall immediately be cancelled. For clarity, Orbec Warrants held by the Purchaser shall be deemed to be surrendered, assigned and transferred without any consideration.

Dissent Rights

Each Orbec Share held by a Dissenting Shareholder in respect of which Dissent Rights have been validly exercised shall, without any further authorization, act or formality, including by or on behalf of such Dissenting Shareholder, be deemed to be assigned and transferred by such Dissenting Shareholder to IAMGOLD (free and clear of all Liens) in consideration for the right to be paid the fair value of such Dissenting Shareholder's Orbec Shares.

The foregoing description of the steps pursuant to the Plan of Arrangement is qualified in its entirety by the full text of the Plan of Arrangement annexed as Appendix B to this Circular.

Effect of the Arrangement

If the Arrangement is completed, IAMGOLD will be the sole shareholder of the Company and the sole beneficiary of the Company's future earnings and growth, if any, and will also bear the risks of the Company's ongoing operations, including the risks of any decrease in the Company's value after the Arrangement. As a result of the completion of the Arrangement, trading of the Orbec Shares in the public market will no longer be possible, and the Company expects the Orbec Shares will be delisted from the TSXV. It is also expected that the Company will apply to cease to be a reporting issuer under the securities legislation of the provinces of British Columbia, Alberta and Ontario and, upon granting of an order in respect thereto, will cease to file continuous disclosure documents with Canadian securities regulatory authorities.

Letter of Transmittal

Registered Shareholders will have received a Letter of Transmittal with this Circular. The Letter of Transmittal will also be available under the Company's issuer profile on SEDAR+ at www.sedarplus.ca.

In order for a Registered Shareholder that holds certificate(s) or DRS advice(s) representing Orbec Shares to receive the Consideration for each Orbec Share held by such Shareholder, such Registered Shareholder must deposit the certificate(s) or DRS advice(s) representing their Orbec Shares with the Depositary. The Letter of Transmittal, properly completed and duly executed, together with all other documents and instruments referred to in the Letter of Transmittal or reasonably requested by the Depositary, must accompany all certificate(s) or DRS advice(s) for Orbec Shares deposited for payment pursuant to the Arrangement. It is recommended that Registered Shareholders send a properly completed and signed Letter of Transmittal, the accompanying certificate(s) and/or DRS advice(s) representing their Orbec Shares, and such other documentation and instruments referred to in the Letter of Transmittal or as reasonably required by the Depositary, to the Depositary as soon as possible.

The Letter of Transmittal contains procedural information relating to the Arrangement and should be reviewed carefully. In all cases, payment of the Consideration for Orbec Shares will be made only after timely receipt by the Depositary of a duly completed and signed Letter of Transmittal, together with certificate(s) or DRS advice(s) representing such Orbec Shares, and

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such other documents and instruments referred to in the Letter of Transmittal or as the Depositary may reasonably require from time to time, acting reasonably. The Depositary will pay the Consideration a Shareholder is entitled to receive in accordance with the instructions in the Letter of Transmittal. Registered Shareholders, other than those holding Orbec Shares through the Direct Registration System, who do not have their Orbec Share certificates should refer to “Procedure for Surrender of Securities and Receipt of Consideration – Lost Certificates” below.

IAMGOLD reserves the right, if it so elects in its absolute discretion, to instruct the Depositary to waive any irregularity contained in any Letter of Transmittal received by it. As soon as practicable following the later of the Effective Date and the deposit of the Orbec Shares, including delivery of the Letter of Transmittal, certificate(s) and DRS advice(s) and other corresponding documents required from the Shareholder, the Depositary will forward the Consideration payable to the applicable Shareholder in accordance with the Plan of Arrangement.

Any Shareholder whose Orbec Shares are registered in the name of an Intermediary should contact that Intermediary for assistance in depositing such Orbec Shares and should follow the instructions of such Intermediary in order to deposit such Orbec Shares with the Depositary.

The method used to deliver a Letter of Transmittal and any accompanying certificate(s) or DRS advice(s), and other relevant documents, if any, is at the option and risk of the relevant Shareholder. Delivery will be deemed effective only when such documents are actually received by the Depositary at the address set out in the Letter of Transmittal. The Company recommends that the necessary documentation be delivered to the Depositary through registered mail with return receipt requested.

Warrant Letter

Warrantholders will have received a Warrant Letter with this Circular. The Warrant Letter will also be available under the Company’s issuer profile on SEDAR+ at www.sedarplus.ca.

In order for a Warrantholder to receive the Cash Equivalent Consideration, if any, for each Orbec Warrant held by such Warrantholder, such Warrantholder must deposit the certificate(s) representing their Orbec Warrant with the Depositary. A Warrant Letter, properly completed and duly executed, together with all other documents and instruments referred to in the Warrant Letter or reasonably requested by the Depositary, must accompany all certificate(s) for Orbec Warrant deposited for payment pursuant to the Arrangement. It is recommended that Warrantholder send a properly completed and signed Warrant Letter, the accompanying certificate(s) representing their Orbec Warrants, and such other documentation and instruments referred to in the Warrant Letter or as reasonably required by the Depositary, to the Depositary as soon as possible.

The Warrant Letter contains procedural information relating to the Arrangement and should be reviewed carefully. In all cases, payment of the Cash Equivalent Consideration, if any, for Orbec Warrants will be made only after timely receipt by the Depositary of a duly completed and signed Warrant Letter, together with certificate(s) representing such Orbec Warrants, and such other documents and instruments referred to in the Warrant Letter or as the Depositary may reasonably require from time to time, acting reasonably. The Depositary will pay the Cash Equivalent Consideration a Warrantholder is entitled to receive in accordance with the instructions in the Warrant Letter. The Warrant Letter provides instructions with regard to lost certificates and holders should refer to “Procedure for Surrender of Securities and Receipt of Consideration – Lost Certificates” below.

IAMGOLD reserves the right, if it so elects in its absolute discretion, to instruct the Depositary to waive any irregularity contained in any Warrant Letter received by it. As soon as practicable following the later of the Effective Date and the deposit of the certificate(s) representing the Orbec Warrants, including delivery of the Warrant Letter other corresponding documents required from the Warrantholder, the Depositary will forward the Cash Equivalent Consideration, if any, payable to the applicable Warrantholder in accordance with the Plan of Arrangement.

The method used to deliver a Warrant Letter and any accompanying certificate(s) representing the Orbec Warrants, and other relevant documents, if any, is at the option and risk of the relevant Warrantholder. Delivery will be deemed effective only when such documents are actually received by the Depositary at the address set out in the Warrant Letter. The Company recommends that the necessary documentation be delivered to the Depositary through registered mail with return receipt requested.

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Cancellation of Rights After Six Years

Until surrendered as contemplated by the Plan of Arrangement, each certificate(s) or DRS advice(s) that immediately prior to the Effective Time represented one or more Orbec Shares shall be deemed after the Effective Time to represent only the right to receive upon surrender a cash payment representing the Cash Consideration and IAMGOLD Shares representing the Share Consideration in lieu of such certificate(s) or DRS advice(s) as contemplated in accordance with the Plan of Arrangement, less any applicable withholdings. Any such certificate(s) or DRS advice(s) formerly representing Orbec Shares not duly surrendered on or before the sixth (6th) anniversary of the Effective Date shall cease to represent a claim by or interest of any former Shareholder of any kind or nature against or in the Company or IAMGOLD. On such anniversary date, all certificates or DRS advices representing Orbec Shares shall be deemed to have been surrendered to IAMGOLD and all Consideration to which such former Shareholder was entitled, together with any entitlements to dividends, distributions and interest thereon, shall be deemed to have been surrendered to IAMGOLD or any successor thereof for no consideration, and shall be paid over by the Depositary to IAMGOLD or as directed by IAMGOLD.

Until surrendered as contemplated by the Plan of Arrangement, each certificate(s) that immediately prior to the Effective Time represented one or more Orbec Warrants shall be deemed after the Effective Time to represent only the right to receive upon surrender a cash payment representing the Cash Equivalent Consideration, if any, in lieu of such certificate(s) as contemplated in accordance with the Plan of Arrangement, less any applicable withholdings. Any such certificate(s) formerly representing Orbec Warrants not duly surrendered on or before the sixth (6th) anniversary of the Effective Date shall cease to represent a claim by or interest of any former Warrantholders of any kind or nature against or in the Company or IAMGOLD. On such anniversary date, all certificates representing Orbec Warrants shall be deemed to have been surrendered to IAMGOLD and all Cash Equivalent Consideration, if any, to which such former holder of Orbec Warrants was entitled, together with any entitlements to dividends, distributions and interest thereon, shall be deemed to have been surrendered to IAMGOLD or any successor thereof for no consideration, and shall be paid over by the Depositary to IAMGOLD or as directed by IAMGOLD.

Any payment made by way of cheque by the Depositary (or, if applicable, the Company) pursuant to the Plan of Arrangement that has not been deposited or has been returned to the Depositary (or, if applicable, the Company) on or before the sixth (6th) anniversary of the Effective Date, or that otherwise remains unclaimed on the sixth (6th) anniversary of the Effective Date, as applicable, and any right or claim to payment hereunder that remains outstanding on the sixth (6th) anniversary of the Effective Date, shall cease to represent a right or claim of any kind or nature and the right of the former holder of Orbec Shares or Orbec Warrants to receive the Consideration for such Orbec Shares or the Cash Equivalent Consideration, as applicable, pursuant to the Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Purchaser or the Company, as applicable, or any successor thereof for no consideration.

No holder of Orbec Shares, Orbec Options or Orbec Warrants shall be entitled to receive any consideration with respect to such Orbec Shares, Orbec Options or Orbec Warrants other than the consideration (if any) to which such holder is entitled to receive in accordance with Section 3.1 and Section 5.1 of the Plan of Arrangement and, for greater certainty, no such holder will be entitled to receive any interest, dividends, premium or other payment or distribution in connection therewith.

Notwithstanding the approval by Securityholders of the Arrangement Resolution, the Arrangement Resolution authorizes the Board to, without further notice to or approval of Securityholders, (i) amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement or the Plan of Arrangement; and (ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and any related transactions.

Effects of the Arrangement on Shareholders' Rights

Shareholders receiving IAMGOLD Shares under the Arrangement will become shareholders of IAMGOLD. IAMGOLD is a corporation existing under the laws of the CBCA, and the IAMGOLD Shares are listed on the TSX under the symbol "IMG" and on the NYSE under the symbol "IAG".

See Appendix I to this Circular for a summary comparison of the rights of Shareholders and shareholders of IAMGOLD.

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Voting Support Agreements

The Locked-up Shareholders have entered into the Voting Support Agreements with IAMGOLD pursuant to which they have agreed to vote in favour of the Arrangement Resolution. As of the Record Date, the Locked-up Shareholders held a total of 32,185,364 Orbec Shares, representing approximately 29.55% of the outstanding Orbec Shares and a total of 49,982,206 Orbec Shares, Orbec Options and Orbec Warrants, collectively, representing approximately 34.6% of the outstanding Orbec Shares on a fully diluted basis.

The Locked-up Shareholders agreed, subject to the terms of the Voting Support Agreements, among other things: (i) at any meeting of Securityholders called to vote upon the Arrangement or the transactions contemplated by the Arrangement Agreement, to vote their Orbec Shares, Orbec Options and Orbec Options in favour of the Arrangement and any other matter necessary for the consummation of the Arrangement, and against any Acquisition Proposal and/or any matter that could reasonably be expected to delay, prevent, impede or frustrate the successful completion of the Arrangement and each of the transactions contemplated by the Arrangement Agreement; (ii) to revoke any and all previous proxies granted or VIFs or other voting documents delivered that may conflict or be inconsistent with the Voting Support Agreements; (iii) not to sell, transfer, assign, grant a participation interest in, option, pledge, hypothecate, grant a security interest in, hypothecate or otherwise convey or encumber (each, a "Transfer"), or enter into any forward sale, repurchase agreement, option or other arrangement or monetization transaction with respect to any of its Orbec Shares, Orbec Options or Orbec Options, to any person or group of persons other than pursuant to the Arrangement; (iv) not to grant any proxies or power of attorney, deposit any of Orbec Shares, Orbec Options or Orbec Options into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to their Orbec Shares, Orbec Options or Orbec Options, other than pursuant to the terms of the Voting Support Agreements; (v) to not take any other action of any kind, directly or indirectly, which might reasonably be regarded as likely to delay or interfere with the completion of the transactions contemplated by the Arrangement Agreement; (vi) to not exercise any rights of appraisal or rights of dissent or any other rights or remedies, as applicable, with respect to the Arrangement or the transactions contemplated by the Arrangement Agreement; and (vii) no later than five (5) Business Days prior to the date of the Meeting, with respect to all of their Orbec Shares, Orbec Options and Orbec Options, to deliver or cause to be delivered, a duly executed proxy or VIF causing their Orbec Shares, Orbec Options or Orbec Options to be voted in favour of the Arrangement Resolution, and such proxy or proxies or voting instructions shall not be revoked, withdrawn, amended or invalidated without the prior written consent of the Purchaser.

The Voting Support Agreements will terminate and be of no further force or effect upon the earliest to occur of: (a) the mutual agreement in writing of the Locked-up Shareholder thereto and IAMGOLD, (b) by the Locked-up Shareholder thereto if any of the representations and warranties of IAMGOLD in the Voting Support Agreement shall not be true and correct in all material respects, if IAMGOLD has not complied with its covenants to the Locked-up Shareholder under the Voting Support Agreement, or if IAMGOLD, without the consent of the Locked-up Shareholder thereto varies the terms of the Arrangement Agreement to reduce the consideration payable by IAMGOLD thereunder, changes the form of any such consideration or imposes additional material conditions, or in a manner that is significantly adverse to the Locked-up Shareholder, (c) by IAMGOLD if any of the representations and warranties of the Locked-up Shareholder thereto shall not be true and correct in all material respects or such Locked-up Shareholder has not complied with its covenants to IAMGOLD under the Voting Support Agreement, and (d) automatically upon the earlier of the Effective Time or if the Arrangement Agreement is terminated in accordance with its terms, including without limitation in connection with a Superior Proposal.

Sources of Funds for the Arrangement

Under the terms of the Arrangement, an aggregate amount of approximately C$8.5 million is expected to be paid to existing Securityholders (other than IAMGOLD) to satisfy payment of the aggregate Cash Consideration and Cash Equivalent Consideration owed to them. The obligations of IAMGOLD under the Arrangement Agreement are not subject to any financing condition.

Funds sufficient to close the Arrangement are available to IAMGOLD through available cash on hand.

Interests of Certain Directors and Executive Officers in the Arrangement

In considering the determinations and recommendations of the Board with respect to the Arrangement, Securityholders should be aware that certain directors and senior officers of the Company may have certain interests in connection with the Arrangement or may receive certain collateral benefits (as defined in MI 61-101) that differ from, or are in addition to, the

interests of other Securityholders generally in connection with the Arrangement, and that may present them with actual or potential conflicts of interest in connection with the Arrangement. The members of the Board are aware of these interests and considered them in respect of the Arrangement, along with other matters described herein.

Other than the interests and benefits described below and under the heading "The Arrangement – Regulatory Matters – Business Combination Under MI 61-101", none of the directors or senior officers of the Company or, to the knowledge of the directors and senior officers of the Company, any of their respective associates or affiliates, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon in connection with the Arrangement or that would materially affect the Arrangement.

Change of Control Benefits

Other than (i) an entitlement to certain termination payments under the terms of an employment agreement between the Company and John Tait, and (ii) an entitlement to certain termination payments under the terms of a consulting agreement between the Company and Chad Williams, there are no change of control benefits payable upon the closing of the Arrangement under any employment, consulting or any other agreements between the Company and any of its directors or senior officers. In the event that the Arrangement is consummated and Messrs. Williams and Tait are terminated, (i) Mr. Tait will be entitled to a lump sum cash payment of C$385,000 in respect of termination fees, and (ii) Mr. Williams will be entitled to a lump sum cash payment of C$245,000 in respect of termination fees, which shall, in each case, be paid promptly following the Effective Time. See "The Arrangement – Interest of Certain Directors and Executive Officers in the Arrangement – Ownership of Securities by Directors and Executive Officers" and "The Arrangement – Regulatory Matters – Business Combination Under MI 61-101 – Collateral Benefits".

Ownership of Securities by Directors and Executive Officers

All of the Orbec Shares, Orbec Options and Orbec Warrants held by the directors and senior officers of the Company will be treated in the same fashion under the Arrangement as those held by any other holder. Refer to the full text of the Plan of Arrangement, attached as Appendix B to this Circular.

The table below sets out for each director and senior officer of the Company the number of Orbec Shares, Orbec Options, and Orbec Warrants beneficially owned or controlled or directed by each of them and their Associates and affiliates as of the Record Date.

Name and Office Held	Number and Percentage of Orbec Shares(1)	Number and Percentage of Orbec Options(2)	Number and Percentage of Orbec Warrants(3)
John Tait(4)	3,542,000	2,050,000	1,350,000
President, Chief Executive Officer, and Director	3.25%	19.82%	5.32%
Cindy Davis	Nil	350,000	Nil
Chief Financial Officer		3.38%
Chad Williams(4)	21,280,066	3,977,842	7,400,000
Executive Chairman and Director	19.54%	38.45%	29.15%
Monique Hutchins	131,818	50,000	Nil
Corporate Secretary	<1%	<1%
David Christie	363,636	700,000	Nil

Name and Office Held	Number and Percentage of Orbec Shares^{(1)}	Number and Percentage of Orbec Options^{(2)}	Number and Percentage of Orbec Warrants^{(3)}
Director	<1%	6.77%
Kettina Cordero	Nil	475,000	Nil
Director		4.60%
Paolo Cattelan	Nil	475,000	Nil
Director		4.60%

Notes:

(1) Based on 108,915,590 Orbec Shares issued and outstanding as at the Record Date. As a group, all current directors and senior officers beneficially own, directly or indirectly, or exercise control or discretion over, as of the Record Date, a total of 25,317,520 Orbec Shares, representing approximately 23.25% of the issued and outstanding Orbec Shares.

(2) Based on 10,344,758 Orbec Options issued and outstanding as at the Record Date. As a group, all current directors and senior officers beneficially own, directly or indirectly, or exercise control or discretion over, as of the Record Date, a total of 8,077,842 Orbec Options, representing approximately 78.1% of the issued and outstanding Orbec Options.

(3) Based on 25,387,300 Orbec Warrants issued and outstanding as at the Record Date. As a group, all current directors and senior officers beneficially own, directly or indirectly, or exercise control or discretion over, as of the Record Date, a total of 8,750,000 Orbec Warrants, representing approximately 34.47% of the issued and outstanding Orbec Warrants.

(4) Messrs. Tait and Williams can be contacted at Suite 330, 215 Spadina Avenue, Toronto, Ontario, M5T 2C7.

Each of the directors and senior officers listed immediately above have confirmed to the Company their intention to vote FOR the Arrangement Resolution.

As detailed above, other than Messrs. Tait and Williams, none of the above directors and senior officers of the Company will receive any change of control payments in connection with the Arrangement. See “The Arrangement – Interest of Certain Directors and Executive Officers in the Arrangement”.

Insurance Indemnification of Directors and Officers of the Company

The Arrangement Agreement provides that, prior to the Effective Time, the Company shall purchase customary “tail” or “run off” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate than the protection provided by the policies maintained by the Company and its subsidiaries which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date and the Purchaser will, or will cause the Company and its subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six (6) years following the Effective Date; provided that the cost of such policies shall not exceed 300% of the current annual premium for policies currently maintained by the Company or its subsidiaries.

Expenses of the Arrangement

The estimated fees, costs and expenses of the Company in connection with the Arrangement, including, without limitation, fees of the financial advisors, filing fees, legal and accounting fees and printing and mailing costs are not expected to exceed approximately C$750,000.

Required Securityholder Approval of the Arrangement

At the Meeting, pursuant to the Interim Order, Securityholders will be asked to approve the Arrangement Resolution. The complete text of the Arrangement Resolution to be presented to the Meeting is set forth in Appendix A to this Circular. Each Securityholder as at the Record Date will be entitled to vote on the Arrangement Resolution. The Arrangement Resolution must be approved with the Required Securityholder Approval, which is by (i) not less than 66⅔% of the votes cast on such resolution by Shareholders present in person or represented by proxy and entitled to vote at the Meeting, (ii) not less than 66⅔% of the votes cast on such resolution by Securityholders, voting together as a single class, present in person or represented by proxy and entitled to vote at the Meeting, with Shareholders and Optionholders being entitled to one vote for each Orbec Share and

Orbec Option, respectively, and (iii) not less than a simple majority of the votes cast on such resolution by Shareholders present in person or represented by proxy and entitled to vote at the Meeting, excluding the Excluded Shares for the purposes of MI 61-101.

The Arrangement Resolution must receive the Required Securityholder Approval in order for the Company to seek the Final Order and implement the Arrangement on the Effective Date in accordance with the terms of the Final Order. The full text of the Arrangement Resolution and Plan of Arrangement are attached to this Circular as Appendices A and B, respectively.

Regulatory Matters

Court Approvals

Interim Order

The Arrangement requires approval by the Court under section 182 of the OBCA. Prior to the mailing of this Circular, the Company obtained the Interim Order providing for the calling and holding of the Meeting and other procedural matters, including, but not limited to: (i) the Required Securityholder Approval, (ii) the Dissent Rights available to Registered Shareholders, (iii) the notice requirements with respect to the presentation of the application to the Court for the Final Order, (iv) the ability of the Company to adjourn or postpone the Meeting from time to time in accordance with the terms of the Arrangement Agreement without the need for additional approval of the Court, and (v) unless required by Law or the Court, that the Record Date for the Securityholders entitled to notice of and to vote at the Meeting will not change in respect or as a consequence of any adjournment or postponement of the Meeting. A copy of the Interim Order is attached as Appendix D to this Circular.

Final Order

Subject to the terms of the Arrangement Agreement, following the approval of the Arrangement Resolution by Securityholders, the Company will make an application to the Court for the Final Order. A motion for the Final Order approving the Arrangement is expected to be presented via videoconference or as the Court may direct on December 18, 2025 by videoconference at 9:30 a.m. (Toronto time) (or at such other time that the Court may determine), (the "Final Hearing"). A copy of the Notice of Application for the Final Order is set forth in Appendix E to this Circular. Any Securityholder who wishes to appear or be represented and to present evidence or arguments at the Final Hearing must serve and file a notice of intention to appear by no later than 4:00 p.m. on the second last business day before the Final Hearing, in the manner as set out in the Interim Order and satisfy any other requirements of the Court. At the Final Hearing, the Court will consider, among other things, the fairness of the Arrangement. The Court may approve the Arrangement in any manner the Court may direct, subject to compliance with such terms and conditions, if any, as the Court deems fit. In the event that the Final Hearing is postponed, adjourned or rescheduled then, subject to any further order of the Court, only those persons having previously served a notice of appearance in compliance with the Notice of Application and the Interim Order will be given notice of the postponement, adjournment or rescheduled date.

Key Regulatory Approvals

The IAMGOLD Shares are listed and posted for trading on the TSX and the NYSE.

It is a condition of the Arrangement that the Parties obtain the Stock Exchange Approvals, namely that the TSX and NYSE shall have approved for listing the IAMGOLD Shares to be issued in connection with the Arrangement.

On October 28, 2025, the TSX conditionally approved the listing of the IAMGOLD Shares to be issued under the Arrangement, subject to filing certain documents following the closing of the Arrangement.

It is also a condition to the completion of the Arrangement that the TSXV approve the transactions contemplated thereby. In a letter dated October 22, 2025, the TSXV conditionally approved the Arrangement and the delisting of the Orbec Shares following the closing of the Arrangement, subject to the delivery of customary closing documentation.

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Business Combination Under MI 61-101

The Company is a reporting issuer in the provinces of British Columbia, Alberta and Ontario and, accordingly, is subject to Applicable Securities Laws of such provinces, including MI 61-101. MI 61-101 is intended to regulate certain transactions to ensure equality of treatment among shareholders, generally by requiring enhanced disclosure, approval by a majority of shareholders (excluding "interested parties" and their joint actors) and, in certain instances, independent valuations and approval and oversight of the transaction by a special committee of independent directors. The protections of MI 61-101 generally apply to, among other transactions, "business combinations" (as defined in MI 61-101) that terminate the interests of shareholders without their consent.

MI 61-101 provides that, in certain circumstances, where a "related party" of an issuer (as defined in MI 61-101, which includes directors and senior officers of the Company and Shareholders holding over 10% of the Orbec Shares) at the time the transaction is agreed to (i) would, as a consequence of such transaction, directly or indirectly acquire the issuer or the business of the issuer, or combine with the issuer (through an amalgamation, arrangement or otherwise), whether alone or with joint actors, (ii) is entitled to receive, directly or indirectly, as a consequence of the transaction, consideration per equity security that is not identical in amount and form to the entitlement of the general body of holders in Canada of securities of the same class, or (iii) is entitled to receive, directly or indirectly, as a consequence of the transaction, a "collateral benefit" (as defined in MI 61-101) in connection with an arrangement (such as the Arrangement), such transaction may be considered a "business combination" for the purposes of MI 61-101 and may be subject to minority approval requirements. MI 61-101 also provides that in certain circumstances where a "related party" of an issuer is party to a "connected transaction" (as defined in MI 61-101) to certain transactions (such as the Arrangement), such transaction may be considered a "business combination" for the purposes of MI 61-101 and may be subject to minority approval requirements.

If "minority approval" is required, the Arrangement Resolution must be approved by a majority of the votes cast, excluding those votes beneficially owned, or over which control or direction is exercised, by any "related party" of the Company who receives a "collateral benefit" or is party to a "connected transaction" to the Arrangement. This approval is in addition to the requirement that the Arrangement Resolution must be approved by (i) at least 66⅔% of the votes cast at the Meeting in person (virtually) or by proxy by the Shareholders; and (ii) at least 66⅔% of the votes cast at the Meeting in person (virtually) or by proxy by the Shareholders, Optionholders and Warrantholders, voting as a single class.

Collateral Benefits

A "collateral benefit" (as defined in MI 61-101) includes any benefit that a related party of the issuer is entitled to receive, directly or indirectly, as a consequence of the Arrangement, including, without limitation, an increase in salary, a lump sum payment, a payment for surrendering securities or other enhancements in benefits related to past or future services as an employee, director or consultant of the Company. However, such a benefit will not constitute a "collateral benefit" provided that certain conditions are satisfied.

MI 61-101 excludes from the meaning of collateral benefit a payment per equity security that is identical in amount and form to the entitlement of the general body of holders in Canada of securities of the same class, as well as certain benefits to a related party received solely in connection with the related party's services as an employee, director or consultant of an issuer, of an affiliated entity of such issuer or of a successor to the business of such issuer where (i) the benefit is not conferred for the purpose, in whole or in part, of increasing the value of the consideration paid to the related party for securities relinquished under the transaction, (ii) the conferring of the benefit is not, by its terms, conditional on the related party supporting the transaction in any manner, (iii) full particulars of the benefit are disclosed in the disclosure document for the transaction, and (iv) either (A) at the time the transaction was agreed to, the related party and its associated entities beneficially owned or exercised control or direction over less than 1% of the outstanding equity securities of the issuer (the "De Minimis Exclusion"), or (B) (x) the related party discloses to an independent committee of the issuer the amount of consideration that the related party expects it will be beneficially entitled to receive, under the terms of the transaction, in exchange for the equity securities beneficially owned by the related party, (y) the independent committee, acting in good faith, determines that the value of the benefit, net of any offsetting costs to the related party, is less than 5% of the value referred to in (x), and (z) the independent committee's determination is disclosed in the disclosure document for the transaction (the "Independent Committee Exclusion").

If the Arrangement is completed, certain senior officers and directors of the Company will be entitled to receive certain benefits in connection with the Arrangement, including lump sum payments and receipt of the Cash Equivalent Consideration to be

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paid for the Orbec Options and Orbec Warrants they hold pursuant to the Arrangement. For a description of these benefits, see “The Arrangement – Interests of Certain Directors and Executive Officers in the Arrangement” in this Circular. These benefits would constitute “collateral benefits” if not otherwise excluded from the definition of “collateral benefit” as a result of the De Minimis Exclusion or the Independent Committee Exclusion.

All of the senior officers and directors of the Company receiving the aforementioned benefits satisfy the requirements for the De Minimis Exclusion other than Messrs. Tait and Williams, who each beneficially own more than 1% of the Orbec Shares, calculated as of October 19, 2025, the date the Arrangement Agreement was entered into, on a partially diluted basis in accordance with MI 61-101. As such, any benefit received by the senior officers and directors of the Company, other than Messrs. Tait and Williams, is excluded from the definition of “collateral benefit” as a result of the De Minimis Exclusion.

The Special Committee has determined that each of Messrs. Tait and Williams will each receive a “collateral benefit” exceeding the Independent Committee Exclusion, and as a result, the votes attached to an aggregate of 24,822,066 Orbec Shares (representing approximately 22.8% of the issued and outstanding Orbec Shares as of the Record Date) collectively held by Messrs. Tait and Williams will be excluded for the purposes of obtaining minority approval for the Arrangement Resolution under MI 61-101. See “Minority Approval” below for a table setting out the Orbec Shares to be excluded pursuant to MI 61-101.

As a result of Messrs. Tait and Williams receiving a “collateral benefit”, the arrangement is a “business combination” for the purposes of MI 61-101 since the interest of a holder of Orbec Shares may be terminated without such holder’s consent and a related party of the Company will receive a collateral benefit in connection with the Arrangement.

Formal Valuation

MI 61-101 provides that, unless an exemption is available, a reporting issuer proposing to carry out a business combination is required to obtain a formal valuation of the “affected securities” (as defined in MI 61-101) from a qualified independent valuator and to provide the holders of such affected securities with a summary of such valuation. For the purposes of the Arrangement, the Orbec Shares are considered “affected securities” within the meaning of MI 61-101.

The Company is not required to obtain a formal valuation under MI 61-101 as no interested party (as defined in MI 61-101) (i) would, as a consequence of the Arrangement, directly or indirectly acquire the Company or the business of the Company, or combine with the Company, through an amalgamation, arrangement or otherwise, whether alone or with joint actors, or (ii) is a party to any connected transaction that is a related party transaction for which the Company is required to obtain a formal valuation under section 5.4 of MI 61-101. An exemption is also available from the valuation requirement because no securities of the Company are listed on the markets specified in Section 4.4(1)(a) of MI 61-101.

Minority Approval

As the Arrangement is a “business combination” for the purposes of MI 61-101, the minority approval requirements of MI 61-101 will apply in connection with the Arrangement. In addition to obtaining approval of (i) not less than 66⅔% of the votes cast at the Meeting in person (virtually) or by proxy by the Shareholders; and (ii) not less than 66⅔% of the votes cast at the Meeting in person (virtually) or by proxy by the Shareholders, Optionholders and Warrantholders, voting as a single class, approval will also be sought from a simple majority of the votes cast at the Meeting by the Shareholders present in person (virtually) or represented by proxy at the Meeting, excluding the votes attached to the Excluded Shares (as defined below) and any other Person required to be excluded in accordance with MI 61-101.

For the purposes of obtaining minority approval in accordance with MI 61-101, the votes attached to all of the 24,822,066 Orbec Shares beneficially owned, directly or indirectly, or over which control or direction is exercised by the Shareholders listed in the table below (the “Excluded Shares”), which represents approximately 22.8% of the issued and outstanding Shares, will be excluded in determining whether minority approval for the Arrangement is obtained. The Excluded Shares, which are to be excluded for purposes of the minority approval requirement, are set out below:

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Shareholder	Excluded Shares
	#^{(1)}	%^{(2)}
John Tait	3,542,000	3.25%
Chad Williams	21,280,066	19.54%
Total	24,822,066	22.79%

Notes:
(1) Includes Orbec Shares which are beneficially owned, directly or indirectly, or over which control or direction is exercised by the Shareholder and its related parties and joint actors.
(2) Based on 108,915,590 Orbec Shares outstanding as of the Record Date. Figures in this column have been rounded to the second decimal.

For a summary of all securities held by directors and officers, see “The Arrangement – Interests of Certain Directors and Executive Officers in the Arrangement – Ownership of Securities by Directors and Executive Officers”.

Prior Valuations

To the knowledge of the directors and senior officers of the Company, after reasonable inquiry, there has been no prior valuation (as defined in MI 61-101) of the Company, the Orbec Shares or the Company’s material assets in the 24 months prior to the date of this Circular.

Prior Offers

The Company has not received any bona fide offers (as contemplated in MI 61-101) during the 24 months preceding the entry into of the Arrangement Agreement.

Stock Exchange De-Listing and Reporting Issuer Status

Orbec is a reporting issuer in the provinces of British Columbia, Alberta and Ontario. The Orbec Shares currently trade on the TSXV and the OTC Pink. Following the completion of the Arrangement, Orbec will be a wholly owned subsidiary of IAMGOLD, the Orbec Shares will be delisted from the TSXV and removed from the OTC Pink (delisting is anticipated to be effective two (2) or three (3) Business Days following the Effective Date) and IAMGOLD expects to apply to the applicable Canadian securities regulators to have Orbec cease to be a reporting issuer.

Securities Law Matters

Canadian Securities Law Matters

Each Shareholder is urged to consult with their professional advisors to determine the Canadian conditions and restrictions applicable to trades in the IAMGOLD Shares issued pursuant to the Arrangement.

Status under Canadian Securities Laws

Orbec is a reporting issuer in the provinces of British Columbia, Alberta and Ontario. The Orbec Shares currently trade on the TSXV and the OTC Pink. After the Arrangement, Orbec will be a wholly owned subsidiary of IAMGOLD, the Orbec Shares will be delisted from the TSXV and removed from the OTC Pink (delisting is anticipated to be effective two (2) or three (3) Business Days following the Effective Date) and IAMGOLD expects to apply to the applicable Canadian securities regulators to have Orbec cease to be a reporting issuer.

Distribution and Resale of IAMGOLD Shares under Canadian Securities Laws

The distribution of the IAMGOLD Shares pursuant to the Arrangement will constitute a distribution of securities which is exempt from the prospectus requirements of Applicable Securities Laws in Canada. The IAMGOLD Shares received pursuant to the Arrangement will not be legended and may be resold through registered dealers in each of the provinces and territories of Canada provided that (i) the trade is not a "control distribution" as defined National Instrument 45-102 – Resale of Securities of the Canadian Securities Administrators, (ii) no unusual effort is made to prepare the market or to create a demand for the IAMGOLD Shares, as the case may be, (iii) no extraordinary commission or consideration is paid to a person or company in respect of such sale, and (iv) if the selling security holder is an insider or officer of IAMGOLD, the selling security holder has no reasonable grounds to believe that IAMGOLD is in default of Applicable Securities Laws in Canada.

United States Securities Law Matters

The following discussion is a general overview of certain requirements of U.S. Securities Laws that may be applicable to U.S. Shareholders. All U.S. Shareholders are urged to consult with their own legal counsel to ensure that any subsequent resale of IAMGOLD Shares to be received in exchange for their Orbec Shares pursuant to the Arrangement, or IAMGOLD Shares issuable upon exercise of the Warrants after the Effective Time, if available, complies with applicable U.S. Securities Laws.

The following discussion does not address the Applicable Securities Laws in Canada that will apply to the issue and resale of IAMGOLD Shares within Canada by Shareholders in the United States. Shareholders in the United States reselling their IAMGOLD Shares in Canada must comply with Applicable Securities Laws in Canada, as outlined elsewhere in this Circular.

Each of Orbec and IAMGOLD is a "foreign private issuer" as defined in Rule 3b-4 under the U.S. Exchange Act.

Exemption from the Registration Requirements of the U.S. Securities Act

The IAMGOLD Shares to be issued to Shareholders pursuant to the Arrangement have not been and will not be registered under the U.S. Securities Act or the Securities Laws of any state of the United States and will be issued and exchanged in reliance upon Section 3(a)(10) of the U.S. Securities Act and exemptions provided under the Securities Laws of each state of the United States in which Securityholders reside. Section 3(a)(10) of the U.S. Securities Act exempts the issuance of any securities issued in exchange for one or more bona fide outstanding securities from the registration requirements under the U.S. Securities Act where the terms and conditions of the issuance and exchange of such securities have been approved by a court of competent jurisdiction that is expressly authorized by law to grant such approval, after a hearing upon the substantive and procedural fairness of the terms and conditions of such issuance and exchange at which all persons to whom it is proposed to issue the securities, or who have the right to approve the Arrangement, have the right to appear and receive timely and adequate notice thereof. The Court is authorized to conduct a hearing at which the substantive and procedural fairness of the terms and conditions of the Arrangement will be considered. Accordingly, the Final Order will, if granted, be relied upon as a basis for the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof with respect to the IAMGOLD Shares to be received by Shareholders pursuant to the Arrangement in exchange for their Orbec Shares.

Resales of IAMGOLD Shares After the Effective Date

The IAMGOLD Shares to be received by Shareholders in exchange for their Orbec Shares pursuant to the Arrangement (which, for avoidance of doubt, does not include IAMGOLD Shares issuable upon exercise of the Warrants after the Effective Time), will be freely tradeable under the U.S. Securities Act, except by persons who are "affiliates" (as defined in Rule 144 under the U.S. Securities Act) of IAMGOLD after the Effective Date, or were "affiliates" of IAMGOLD within 90 days prior to the Effective Date. Persons who may be deemed to be "affiliates" of an issuer include individuals or entities that directly or indirectly through one or more intermediaries control, are controlled by, or are under common control with, the issuer, whether through the ownership of voting securities, by contract, or otherwise, and generally include executive officers and directors of the issuer as well as principal shareholders of the issuer. Typically, persons who are executive officers, directors or 10% or greater shareholders of an issuer are considered to be its "affiliates".

Any resale of IAMGOLD Shares by such an IAMGOLD "affiliate" or person who has been an IAMGOLD "affiliate" within 90 days prior to the Effective Date, will be subject to certain restrictions on resale imposed by the U.S. Securities Act, and may

not be resold in the absence of registration under the U.S. Securities Act or an exemption from such registration, if available, such as the exemption provided under Rule 144 or the safe harbor provided by Rule 904 of Regulation S under the U.S. Securities Act.

Resales by Affiliates Pursuant to Rule 144

In general, pursuant to Rule 144, persons who are “affiliates” (as defined in Rule 144) of IAMGOLD after the Effective Date, or were “affiliates” of IAMGOLD within 90 days prior to the Effective Date, will be entitled to sell, during any three-month period, those IAMGOLD Shares that they receive pursuant to the Arrangement, provided that the number of such securities sold does not exceed the greater of one percent of the then outstanding securities of such class or, if such securities are listed on a United States securities exchange and/or reported through the automated quotation system of a U.S. registered securities association, the average weekly trading volume of such securities during the four calendar week period preceding the date of sale, subject to specified restrictions on manner of sale requirements, aggregation rules, notice filing requirements and the availability of current public information about the issuer required under Rule 144. Persons who are “affiliates” after the Arrangement will continue to be subject to the resale restrictions described in this paragraph for so long as they continue to be “affiliates” of IAMGOLD.

Resales by Affiliates Pursuant to Regulation S

In general, pursuant to Regulation S, if at the Effective Date, IAMGOLD is a “foreign private issuer” (as defined in Rule 3b-4 under the U.S. Exchange Act), persons who are “affiliates” (as defined in Rule 144) of IAMGOLD after the Effective Date, or were “affiliates” of IAMGOLD within 90 days prior to the Effective Date, solely by virtue of their status as an executive officer or director of IAMGOLD, may sell their IAMGOLD Shares outside the United States in an “offshore transaction” if none of the seller, an “affiliate” (as defined in Rule 144) of the seller or any person acting on their behalf engages in “directed selling efforts” in the United States with respect to such securities and provided that no selling concession, fee or other remuneration is paid in connection with such sale other than the usual and customary broker’s commission that would be received by a person executing such transaction as agent. For purposes of Regulation S, “directed selling efforts” means 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 securities being offered. Also, for purposes of Regulation S, an offer or sale of securities is made in an “offshore transaction” if the offer is not made to a person in the United States and either (a) at the time the buy order is originated, the buyer is outside the United States, or the seller reasonably believes that the buyer is outside of the United States, or (b) the transaction is executed in, on or through the facilities of a “designated offshore securities market” (which would include a sale through the TSX), and neither the seller nor any person acting on its behalf knows that the transaction has been pre-arranged with a buyer in the United States. Certain additional restrictions set forth in Rule 903 of Regulation S are applicable to sales outside the United States by holders of IAMGOLD Shares who are “affiliates” of IAMGOLD after the Effective Date, or were “affiliates” of IAMGOLD within 90 days prior to the Effective Date, other than by virtue of their status as an officer or director of IAMGOLD.

PROCEDURE FOR SURRENDER OF SECURITIES AND RECEIPT OF CONSIDERATION

Payment of Consideration

Following receipt of the Final Order and at or prior to the Effective Time, IAMGOLD shall deposit or cause to be deposited with the Depositary, in escrow, cash sufficient to satisfy the aggregate Cash Consideration payable to the Shareholders (other than Dissenting Shareholders) and the aggregate Cash Equivalent Consideration payable to Warrantholders under the Plan of Arrangement; provided that the Purchaser shall not receive any Consideration or Cash Equivalent Consideration for the Orbec Shares and Orbec Warrants it holds, and no such amounts shall be deposited with the Depositary in respect thereof. Such cash shall be held by the Depositary in escrow as agent and nominee for such former Shareholders and Warrantholders for distribution to such Persons in accordance with the provisions of the Plan of Arrangement.

Upon surrender to the Depositary for cancellation of a certificate(s) or a DRS advice(s) by a Registered Shareholder, which immediately prior to the Effective Time represented outstanding Orbec Shares that were transferred pursuant to the Plan of Arrangement, together with a duly completed and executed Letter of Transmittal and any such additional documents and instruments as the Depositary may reasonably require, the Registered Shareholder of the Orbec Shares represented by such surrendered certificate(s) or DRS advice(s) shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Registered Shareholder, as soon as practicable, cash representing the Cash Consideration and certificates or DRS Advices

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representing the Share Consideration that such Former Shareholder is entitled to receive in accordance with the terms of the Arrangement.

On the Effective Date, or as soon as practicable thereafter, the Company shall deliver or pay, as applicable, to each holder of Orbec Options as reflected on the register maintained by or on behalf of the Company in respect of Orbec Options outstanding immediately prior to the Effective Time, a cheque or cash payment (or process the payment through the Company's payroll systems, or such other means as the Company may elect or as otherwise directed by IAMGOLD including with respect to the timing and manner or such delivery), if any, which such holder of Orbec Options has the right to receive under the Plan of Arrangement for such Orbec Options pursuant to the Plan of Arrangement, if any, less any applicable withholdings.

Upon surrender to the Depositary for cancellation of a certificate(s) by a Warrantholder, which immediately prior to the Effective Time represented outstanding Orbec Warrants that were transferred pursuant to the Plan of Arrangement, together with a duly completed and executed Warrant Letter and any such additional documents and instruments as the Depositary may reasonably require, the Warrantholder represented by such surrendered certificate(s) shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Warrantholder, as soon as practicable, the Cash Equivalent Consideration that such holder has the right to receive under the Arrangement for such Orbec Warrants, if any, less any applicable withholdings, and any certificate(s) so surrendered shall forthwith be cancelled.

Depositary Agreement

Prior to the Effective Date, the Company, IAMGOLD and the Depositary, in its capacity as depositary under the Arrangement Agreement, will enter into a depositary agreement. Pursuant to the Plan of Arrangement, IAMGOLD is required to deposit (or cause to be deposited) with the Depositary, in escrow, sufficient cash to satisfy the aggregate Cash Consideration payable to Shareholders (other than Dissenting Shareholders) and the aggregate Cash Equivalent Consideration payable to Warrantholders, if any, except that the Purchaser shall not receive any consideration for the Orbec Shares and Orbec Warrants it holds.

Certificates and Payment

Upon surrender to the Depositary for cancellation of a certificate(s) or DRS Advice(s) which immediately prior to the Effective Time represented outstanding Orbec Shares or Orbec Warrants, as applicable, that were transferred pursuant to the Plan of Arrangement, together with a duly completed and executed Letter of Transmittal or Warrant Letter, as applicable, and such additional documents and instruments as the Depositary may reasonably require, Registered Shareholders holding such surrendered certificate(s) or DRS Advice(s) and Warrantholders shall be entitled to receive, in exchange therefor, and the Depositary shall deliver to such holder following the Effective Time, the Consideration and Cash Equivalent Consideration which such holder has the right to receive under the Plan of Arrangement for such Orbec Shares and Orbec Warrants, as applicable, less any amounts withheld in respect of taxes pursuant to the Plan of Arrangement, and any certificate(s) or DRS Advice(s) so surrendered shall forthwith be cancelled.

On or as soon as practicable after the Effective Date, the Company shall deliver to each holder of Orbec Options as reflected on the register maintained by or on behalf of the Company in respect of such Orbec Options, a cheque or cash payment (or process the payment through the Company's payroll systems or such other means as the Company may elect or as otherwise directed by IAMGOLD including with respect to the timing and manner of such delivery), if any, which such holder of such Orbec Options has the right to receive under the Plan of Arrangement for such Orbec Options, less any amount withheld in respect of taxes pursuant to the Plan of Arrangement.

Until surrendered as contemplated above, each certificate(s) or DRS Advice(s) that immediately prior to the Effective Time represented Orbec Shares and Orbec Warrants, as applicable, shall be deemed after the Effective Time to represent only the right to receive from the Depositary upon such surrender the applicable Consideration and Cash Equivalent Consideration, less any amounts withheld in respect of taxes pursuant to the Plan of Arrangement. Any such certificate(s) or DRS Advice formerly representing Orbec Shares or Orbec Warrants, as applicable, not duly surrendered on or before the sixth (6th) anniversary of the Effective Date shall cease to represent a claim by or interest of any former holder of such Orbec Shares or Orbec Warrants of any kind or nature against or in the Company or IAMGOLD. On such date, all cash to which such former holder was entitled shall be deemed to have been surrendered to IAMGOLD or the Company, as applicable, and shall be paid by the Depositary to the IAMGOLD or as directed by IAMGOLD.

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Non-Registered Shareholders

Non-Registered Shareholders whose Orbec Shares are registered in the name of an Intermediary should follow the instructions of their Intermediary or contact their Intermediary for assistance. It is recommended that Non-Registered Shareholders who have questions regarding depositing Orbec Shares or receiving the Consideration contact their Intermediary as soon as possible. If you hold your Orbec Shares through an Intermediary, you should carefully follow the instructions of such Intermediary.

Lost Certificates

In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Orbec Shares or Orbec Warrants that were transferred pursuant to the Plan of Arrangement shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, the Consideration or the Cash Equivalent Consideration that such Shareholder or Warrantholder, respectively, has the right to receive in accordance with the Plan of Arrangement and such Shareholder's Letter of Transmittal or Warrantholders's Warrant Letter, respectively. When authorizing such exchange for any lost, stolen or destroyed certificate, the Person to whom such Consideration or Cash Equivalent Consideration is to be delivered shall as a condition precedent to the delivery of such Consideration or Cash Equivalent Consideration, give a bond satisfactory to IAMGOLD and the Depositary (each acting reasonably) in such sum as IAMGOLD may direct (acting reasonably), or otherwise indemnify IAMGOLD and Company in a manner satisfactory to Purchaser (acting reasonably) against any claim that may be made against IAMGOLD and Company with respect to the certificate alleged to have been lost, stolen or destroyed.

Withholding Rights

The Company, any Subsidiary of the Company, the Depositary, IAMGOLD or any other Person that makes a payment under the Plan of Arrangement or under the Arrangement Agreement shall be entitled to deduct and withhold from any amount otherwise payable to any person pursuant to the Plan of Arrangement or under the Arrangement Agreement (including any amounts payable to any Securityholder exercising Dissent Rights), such amounts as the Company, such Subsidiary of the Company, the Depositary, IAMGOLD or such other Person, as the case may be, determines, acting reasonably, are required or permitted to be deducted or withheld with respect to such payment under the Tax Act or any provision of any other applicable Laws with respect to Taxes. To the extent that amounts are so withheld or deducted and are actually remitted to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of the Plan of Arrangement and the Arrangement Agreement as having been paid to the Person in respect of which such deduction or withholding was made.

IAMGOLD, the Company, any Subsidiary of the Company, the Depositary or any other Person that makes a payment to any Securityholder under the Arrangement shall be authorized to sell or otherwise dispose of, on their own account or through a Broker, on behalf of such Securityholder, such portion of the IAMGOLD Shares issuable to such Securityholder (if any) as it considers necessary to provide sufficient funds (after deducting commissions payable to the Broker and other reasonable costs and expenses) to enable it to deduct, withhold or remit any amount for purposes of the Plan of Arrangement and the Arrangement Agreement and such party shall notify the applicable Securityholder of the details of such sale or disposition, including the gross proceeds and any adjustments to the proceeds, and remit any unapplied balance of the net proceeds of such sale or disposition to such Securityholder.

THE ARRANGEMENT AGREEMENT

The Arrangement will be carried out pursuant to the Arrangement Agreement and the Plan of Arrangement. The following is a summary of the principal terms of the Arrangement Agreement and Plan of Arrangement. This summary does not purport to be complete and is qualified in its entirety by reference to the Arrangement Agreement, a copy of which may be found under the Company's issuer profile on SEDAR+ at www.sedarplus.ca, and to the Plan of Arrangement, which is appended hereto as Appendix B. Upon request, the Company will promptly provide a copy of the Arrangement Agreement free of charge to any Securityholder.

The Arrangement Agreement establishes and governs the legal relationship among the Company and IAMGOLD with respect to the transactions described in this Circular. It is not intended to be a source of factual, business, or operational information about the Company or IAMGOLD. In particular, the Arrangement Agreement contains representations and warranties made by the Parties which were made only for the purposes of the Arrangement Agreement and as of specific dates. The assertions

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embodied in those representations and warranties are qualified by disclosures made by the Parties, including information in the confidential Company Disclosure Letter delivered by the Company pursuant to the Arrangement Agreement. Accordingly, Securityholders should not rely on the representations and warranties as characterizations of the actual state of facts, since they are modified in an important way by the Company Disclosure Letter. The Company Disclosure Letter contains information that has been included in the Company’s general prior disclosures, as well as additional non-public information.

Conditions to the Arrangement Becoming Effective

Mutual Conditions Precedent

The Parties are not required to complete the Arrangement unless each of the following conditions is fulfilled, at or before the Effective Time, which conditions may only be waived, in whole or in part, with the mutual written consent of each of the Parties:

Arrangement Resolution. The Arrangement Resolution has been approved by the Securityholders at the Meeting in accordance with the Interim Order.
Interim and Final Orders. The Interim Order and the Final Order shall each have been obtained on terms consistent with the Arrangement Agreement, and shall not have been set aside or modified in a manner unacceptable to the Company or IAMGOLD, each acting reasonably, on appeal or otherwise.
Key Regulatory Approvals. Each of the Key Regulatory Approvals shall have been obtained and each such Key Regulatory Approval shall be in force and shall not have been modified or rescinded.
Illegality. No Law shall be in effect that makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins the Company or IAMGOLD from consummating the Arrangement.
U.S. Securities Law. The IAMGOLD Shares to be issued pursuant to the Arrangement shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof or pursuant to another applicable exemption from the registration requirements.
Termination. The Arrangement Agreement shall not have been terminated in accordance with its terms.

Additional Conditions Precedent to the Obligations of the Purchaser

IAMGOLD is not required to complete the Arrangement unless each of the following conditions is satisfied on or before the Effective Time, which conditions are for the sole benefit of IAMGOLD and any or all of which may only be waived, in whole or in part, by the IAMGOLD in its sole and absolute discretion without prejudice to any other right that IAMGOLD may have under the Arrangement Agreement:

Representations and Warranties. The representations and warranties of the Company set forth in the Arrangement Agreement shall be true and correct in all respects as of the date of the Arrangement Agreement and as of the Effective Time (after giving effect to any Pre-Acquisition Reorganization (to the extent applicable)) as though made at and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), in each case without regard to any reference to “material”, “Material Adverse Change” or other concept of materiality contained therein, other than in respect of the usage of the term “Material Contract”, and except where the failure or failures of any such representations and warranties to be so true and correct in all respects would not result in, individually or in the aggregate, a Material Adverse Change in respect of the Company, provided that the representations and warranties of the Company regarding “Organization”, “Capitalization” and “Corporate Authority and No Violation”, as more particularly described in the Arrangement Agreement, shall be true in all respects as of the date of the Arrangement Agreement and as of the Effective Time other than for de minimis and inconsequential inaccuracies (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), including as a result of transactions, changes, conditions, events or circumstances specifically permitted under the Arrangement Agreement; and the Purchaser shall have received a certificate of the Company addressed to the Purchaser and dated the Effective Date,
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signed on behalf of the Company by two executive officers of the Company (on the Company's behalf and without personal liability), confirming the same as of the Effective Time.

Performance of Covenants. All covenants of the Company under the Arrangement Agreement to be performed at or before the Effective Time shall have been duly performed by the Company in all material respects, and IAMGOLD shall have received a certificate of the Company addressed to IAMGOLD and dated the Effective Date, signed on behalf of the Company by two executive officers of the Company (on the Company's behalf and without personal liability), confirming the same as of the Effective Time.
Material Adverse Change. Since the date of the Arrangement Agreement, there shall not have occurred, or have been disclosed to the public (if previously undisclosed to the public prior to the date hereof) any event that has resulted in a Material Adverse Change in respect of the Company, and IAMGOLD shall have received a certificate, addressed to IAMGOLD and effective as at the Effective Time, signed on behalf of the Company by two executive officers of the Company (on the Company's behalf and without personal liability) to such effect.
Dissent Rights. The aggregate number of Orbec Shares held, directly or indirectly, by those holders of such shares who have validly exercised Dissent Rights and not withdrawn such exercise in connection with the Arrangement (or instituted proceedings to exercise Dissent Rights) shall not exceed 5% of the aggregate number of Orbec Shares outstanding immediately prior to the Effective Time.
Resignations. The current officers and directors of the Company and each of its Subsidiaries shall have resigned as required by IAMGOLD and corresponding written resignations and mutual releases between each such resigning officer or director and the Company, in form and substance satisfactory to IAMGOLD, shall have been executed and delivered to IAMGOLD.
No Legal Action. There shall be no action or proceeding (whether, for greater certainty, by a Governmental Entity or any other Person other than IAMGOLD or its Subsidiaries or the Company or its Subsidiaries or any of their respective affiliates or Representatives) pending or threatened in Canada or the United States to;

(i) cease trade, enjoin or prohibit the Purchaser's ability to acquire, hold, or exercise full rights of ownership over, any Company Shares, including the right to vote the Orbec Shares;

(ii) prohibit the Arrangement, or the ownership or operation by the Purchaser or its Subsidiaries of a material portion of the business or assets of the Company or any of its Subsidiaries (taken as a whole), or compel the Purchaser or its Subsidiaries to dispose of or hold separate any material portion of the business or assets of the Purchaser and its Subsidiaries, the Company or any of its Subsidiaries as a result of the Arrangement of the transactions contemplated by the Arrangement Agreement; or

(iii) prevent or materially delay the consummation of the Arrangement, or if the Arrangement is consummated, result in a Material Adverse Change in respect of the Company or IAMGOLD.

Additional Conditions Precedent to the Obligations of the Company

The Company is not required to complete the Arrangement unless each of the following conditions is satisfied on or prior to the Effective Date, which conditions are for the sole benefit of the Company and any or all of which may only be waived, in whole or in part in its sole and absolute discretion, by the Company without prejudice to any other right the Company may have under the Arrangement Agreement:

Representations and Warranties. The representations and warranties of IAMGOLD set forth in the Arrangement Agreement shall be true and correct in all respects as of the date thereof and as of the Effective Time as though made at and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), in each case without regard to any reference to "material", "Material Adverse Change" or other concept of materiality contained therein, other than in respect of the usage of the term "Material Contract", and except where the failure or failures of any such representations and warranties to be so true and correct in all respects would not result in, individually or in the aggregate, a Material Adverse Change in respect of the Purchaser, provided that the representations and warranties of IAMGOLD regarding "Organization" and "Corporate Authority and No Violation", as more particularly described in the Arrangement Agreement, shall be
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true in all respects as of the date of the Arrangement Agreement and as of the Effective Time other than for de minimis and inconsequential inaccuracies (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), including as a result of transactions, changes, conditions, events or circumstances specifically permitted under the Arrangement Agreement, and the Company shall have received a certificate of the Purchaser addressed to the Company and dated the Effective Date, signed on behalf of IAMGOLD by two executive officers of IAMGOLD (on IAMGOLD’s behalf and without personal liability), confirming the same as of the Effective Time.

Performance of Covenants. All covenants of IAMGOLD under the Arrangement Agreement to be performed on or before the Effective Time shall have been duly performed by the Purchaser in all material respects, and the Company shall have received a certificate of IAMGOLD addressed to the Company and dated the Effective Date, signed on behalf of the Purchaser by two executive officers of IAMGOLD (on IAMGOLD’s behalf and without personal liability), confirming the same as of the Effective Time.
Payment of Consideration. Subject to obtaining the Final Order and satisfaction or waiver of the other conditions precedent contained herein in its favour (other than conditions which, by their nature, are only capable of being satisfied as of the Effective Time), IAMGOLD shall have deposited or caused to be deposited in escrow with the Depositary an irrevocable direction for the issuance of the IAMGOLD Shares (the terms and conditions of such deposit and associated escrow to be satisfactory to the Company and IAMGOLD, acting reasonably) in accordance with Section 2.8 [Payment and Delivery of Consideration] of the Arrangement Agreement required to effect payment and delivery in full of the aggregate Consideration to be paid in respect of Orbec Shares outstanding at the Effective Time pursuant to the Arrangement and the Depositary shall have confirmed to the Company receipt of such Purchaser Shares; and
Material Adverse Change. Since the date of the Arrangement Agreement, there shall not have occurred, or have been disclosed to the public (if previously undisclosed to the public prior to the date hereof) any event that has resulted in a Material Adverse Change in respect of IAMGOLD, and the Company shall have received a certificate, addressed to the Company and effective as at the Effective Time, signed on behalf of the Purchaser by two executive officers of the Purchaser (on the Purchaser’s behalf and without personal liability) to such effect.

Satisfaction of Conditions

The conditions precedent set out above will be conclusively deemed to have been satisfied, waived or released at the Effective Time.

Representations and Warranties

The Arrangement Agreement contains customary representations and warranties made by the Company and IAMGOLD. The assertions embodied in those representations and warranties are solely for the purposes of the Arrangement Agreement. Certain representations and warranties may not be accurate or complete as of any specified date because they are qualified by certain disclosure provided by the Company to IAMGOLD or are subject to a standard of materiality or are qualified by a reference to Material Adverse Change. Moreover, some of the representations and warranties contained in the Arrangement Agreement may have been used for the purpose of allocating risk between the Company and IAMGOLD. Therefore, Shareholders should not rely on the representations and warranties as statements of factual information.

The Arrangement Agreement contains customary representations and warranties of Orbec relating to the following organization, subsidiaries, capitalization, principal shareholders, corporate authority and no violation, securities law compliance, auditors, disclosure controls and internal control over financial reporting, financial statements, liabilities and indebtedness, collateral benefits, arrangements with securityholders, stock exchange compliance, restrictions on business activities, compliance with laws, money laundering laws, office of foreign assets control of the U.S. Treasury Department, United States securities laws, absence of certain changes or events, insolvency, no default, litigation, employment matters, tax matters, material contracts, interest in properties and the Company Mineral Rights, related party transactions, environmental, real property rights, banking information, brokers, data room information, and full disclosure.

In addition, the Arrangement Agreement also contains customary representations and warranties of IAMGOLD, including with respect to organization, subsidiaries, capitalization, residence, corporate authority and no violation, securities law compliance,

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auditors, disclosure controls and internal control over financial reporting, financial statements, liabilities and indebtedness, stock exchange compliance, money laundering laws, office of foreign assets control of the U.S. Treasury Department, United States securities laws, litigation, and compliance with Laws.

Covenants

The Arrangement Agreement also contains customary negative and affirmative covenants of the Company.

Conduct of the Business of the Company

The Company has covenanted and agreed that, during the period from the date of the Arrangement Agreement until the earlier of the Effective Time and the time that the Arrangement Agreement is terminated in accordance with Section 5.1 [Covenants of the Company Regarding the Conduct of Business] of the Arrangement Agreement, it will conduct its business and will cause its Subsidiaries to conduct their business in the ordinary course of business and in compliance with applicable Laws, and will use commercially reasonable efforts to preserve intact its present business organization and goodwill and assets, to keep available the services of its employees, consultants and contractors as a group, and to maintain satisfactory relationships with suppliers, employees, consultants, contractors, Governmental Entities and others having business relationships with the Company and its Subsidiaries, and, subject to applicable Laws, except with the prior written consent of the Purchaser (such consent not to be unreasonably withheld or delayed), or as otherwise (i) expressly required or permitted in the Arrangement Agreement, (ii) required by applicable Laws or any Governmental Entity or (iii) as set out in the Company Disclosure Letter, the Company will not, and will cause each of its Subsidiaries not to, among other things, directly or indirectly:

(a) amend its articles, notice of articles, or bylaws or other comparable Constating Documents or the terms of any of its outstanding securities, including the Orbec Options, Orbec Warrants and any other outstanding debt securities;

(b) adjust, split, combine, consolidate or reclassify any of its shares or undertake any other capital reorganization or amend the terms of its securities;

(c) except in connection with the Convertible Debenture, issue, grant, deliver, sell, pledge or otherwise encumber, or authorize the issuance, grant, delivery, sale, pledge or other encumbrance of any shares of capital stock, securities, any options (including for greater certainty the Orbec Options), restricted share units, deferred share units, warrants or similar rights exercisable or exchangeable for or convertible into such capital stock, of the Company or any of its Subsidiaries (except (i) for the issuance of the Orbec Shares issuable upon the exercise of the Convertible Securities outstanding on the date thereof, (ii) in connection with the Convertible Debenture) or redeem, repurchase, or otherwise acquire or offer to redeem, repurchase or otherwise acquire, any of its outstanding securities or any of the outstanding securities of its Subsidiaries;

(d) without limiting the generality of the above subsection, (i) authorize, approve, agree to issue, issue, grant or award any awards or options pursuant to the Stock Option Plan or take any action to approve, amend, agree to amend or waive any performance or vesting criteria or accelerate vesting of any awards or options outstanding under the Stock Option Plan, (ii) amend any provision of the Stock Option Plan, or (iii) adopt or implement any new stock option other incentive or benefits plan;

(e) enter into any Contract with respect to the voting rights of any Orbec Shares;

(f) declare, set aside or pay any dividends on or make any other distributions on or in respect of its shares, or reduce capital in respect of its shares or the securities of any of its Subsidiaries or set aside funds or other assets for any dividend or otherwise payable by a Subsidiary, provided that Subsidiaries shall have the right to declare and pay dividends or other distributions to the Company or other Subsidiaries of the Company in a manner consistent with past practice;

(g) reorganize, amalgamate, combine or merge the Company or any of its Subsidiaries with any other Person, or acquire or agree to acquire by amalgamating, merging or consolidating with, purchasing substantially all of the assets or shares of or otherwise, any business of any corporation, partnership, association or other business organization or division thereof;

(h) acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, in one transaction or in a series of related transactions, assets, securities, properties, interests or businesses or make any investment either by the purchase of securities, contribution of capital, property transfer, or purchase of any other property or assets of any other Person, or acquire any license rights, other than (i) pursuant to a contract in existence on the date thereof and

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disclosed in writing to IAMGOLD or (ii) pursuant to acquisitions in the ordinary course of business not in excess of C$50,000 in purchase price;

(i) sell, lease, pledge option, encumber or otherwise dispose of, or commit to sell, lease, pledge option, encumber or otherwise dispose of, or allow any third party to encumber without contesting in good faith, any assets, securities, properties, interests or businesses or group of related assets, securities, properties, interests or businesses (through one or more related or unrelated transactions) except for assets which are obsolete and which individually or in the aggregate do not exceed C$50,000 or inventory sold in the ordinary course of business;

(j) enter into any joint venture or similar agreement, arrangement or relationship;

(k) enter into or complete any transaction not in the ordinary course of business, except as expressly contemplated and expressly permitted by the Arrangement Agreement;

(l) enter into any “related party transaction” within the meaning of MI 61-101, including those exempted from the formal valuation and/or minority approval requirements thereunder; or

(m) take any action or fail to take any action that would (a) cause its Tax attributes or assets or the amount of its Tax loss carry-forwards to materially and adversely change from what is reflected in the applicable Tax Returns, or (b) render such Tax loss carry-forwards unusable (in whole or in part) by it or any successor;

(n) materially change its business or regulatory strategy; or

(o) announce an intention, enter into any formal or informal agreement, or otherwise authorize, agree, resolve or make a commitment, directly or indirectly, whether or not in writing, to do any of the things prohibited by any of the foregoing subsections.

The Company has also agreed to, and shall cause its Subsidiaries to, among other things:

(a) notify IAMGOLD promptly, first orally and then in writing, of any material change in relation to the Company or any circumstance or development that, to the knowledge of Company, would, or could reasonably be expected to, constitute or result in a Material Adverse Change in respect of the Company, and of any material governmental or third party complaints, investigations or hearings (or communications indicating that the same may be contemplated);

(b) notify IAMGOLD promptly, first orally and then in writing, of any oral or written communications, material and adverse to the Company, with any creditor of or stakeholder in the Company, Governmental Entity, non-governmental organizations, communities or indigenous groups, and promptly provide IAMGOLD copies of all such written correspondence and any responses by the Company thereto;

(c) duly and timely file all material forms, reports, schedules, statements and other disclosure documents required to be filed pursuant to any applicable corporate Laws and Applicable Securities Laws, in each case within the required applicable statutory or regulatory delays;

(d) use commercially reasonable efforts to cause its current insurance (or re-insurance) policies within its control or any of the coverage thereunder not to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and re-insurance companies of nationally recognized standing providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect;

(e) prior to the Effective Date, provide written notice to notify each holder of the Orbec Warrants, and the warrant agent, if applicable, of the Contemplated Transactions in accordance with the terms of the applicable Orbec Warrant or warrant indenture;

(f) duly and timely file with the appropriate Governmental Entity all Tax Returns required to be filed by any of them, which shall be correct and complete in all material respects;

(g) make adequate provision in its financial statements for Taxes which relate to any taxation year or part thereof ending or arising before the Effective Date or ending as a consequence of the Effective Date which are not yet due and payable and for which Tax Returns are not yet required to be filed;

(h) keep IAMGOLD reasonably informed, on a current basis, of any events, discussions, notices or changes with respect to any Tax or regulatory investigation or any other investigation by a Governmental Entity or action involving the Company and its Subsidiaries, including, without limitation, any audit concerning the Company’s 2020-2022 “Canadian exploration expenses” within the meaning of the Tax Act (the “2021 CEE Audit”), (in each case other

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than ordinary course communications which could not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole);

(i) at the Purchaser’s request, the Company shall timely dispute and challenge any assessment, reassessment or proposed assessment by any Governmental Entity (including matters arising from the 2021 CEE Audit) and shall file any responses, returns, elections, waivers or other communications reasonably requested by the Purchaser to reduce or eliminate any asserted or potential assessment, reassessment or proposed assessment;

(j) consult with the Purchaser, and not settle, compromise or concede any such Tax dispute without the Purchaser’s prior written consent, not to be unreasonably withheld, conditioned or delayed;

(k) not file, submit or otherwise communicate any document, response, return, election, waiver or other communication to any Governmental Entity relating to any Tax audit, review, inquiry or examination of the Company (including the 2021 CEE audit) unless the Purchaser has first had a reasonable opportunity to review and approve the form and substance thereof; and

(l) in consultation with IAMGOLD, use commercially reasonable efforts to incur all “Canadian exploration expenses” or “Canadian development expenses” (each as defined in the Tax Act and any equivalent provision under applicable provincial Law) with respect to any “flow-through shares” (as defined in subsection 66(15) of the Tax Act and any equivalent provision under applicable provincial Law) issued by the Company or its Subsidiaries, as the case may be under a subscription and renunciation agreement for which the required expenditures have not been incurred.

Conduct of the Business of IAMGOLD

IAMGOLD has covenanted and agreed that, during the period from the date of the Arrangement Agreement until the earlier of the Effective Time and the time that the Arrangement Agreement is terminated in accordance with its terms, it shall use commercially reasonable efforts to conduct its business in compliance with applicable Laws in all material respects and maintain and preserve intact its and its Subsidiaries’ business organization, properties, employees, goodwill and business relationships with customers, suppliers, partners and other Persons with which IAMGOLD or any of its Subsidiaries has material business relations in all material respects and, except with the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayed or as otherwise (i) expressly required or permitted by the Arrangement Agreement or (ii) required by applicable Laws or any Governmental Entity, IAMGOLD will not, and will cause each of its Subsidiaries not to, directly or indirectly:

(a) split, consolidate, reclassify or amend the terms of the IAMGOLD Shares;

(b) amend its articles of incorporation, by-laws or other Constating Documents in any manner that would have a material and adverse impact on the value of the IAMGOLD Shares;

(d) authorize, agree, resolve or otherwise commit to do any of the foregoing.

Covenants of Orbec and IAMGOLD Relating to the Arrangement

Subject to Section 5.4 [Mutual Covenants Regarding Regulatory Approval Filings] of the Arrangement Agreement, each of Orbec and IAMGOLD shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do or cause to be done all things required or advisable under Law to consummate and make effective, as soon as reasonably practicable, the transactions contemplated by the Arrangement Agreement, including:

(a) using commercially reasonable efforts to satisfy, or cause the satisfaction of, all conditions precedent in the Arrangement Agreement and take all steps set forth in the Interim Order and Final Order applicable to it and comply promptly with all requirements imposed by Law on it or its Subsidiaries with respect to the Arrangement Agreement or the Arrangement;

(b) using commercially reasonable efforts to take, or cause to be taken, all other actions necessary, proper or advisable in order for it to fulfil its obligations under the Arrangement Agreement;

(c) in the case of Orbec, using commercially reasonable efforts to obtain, as soon as practicable following execution of the Arrangement Agreement, and maintain all Third-Party Consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) necessary to be

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obtained under the Material Contracts in connection with the Arrangement or the Arrangement Agreement, or (ii) required in order to maintain the Material Contracts in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to IAMGOLD, acting reasonably, and, other than as set forth in the Material Contracts, without paying, and without committing itself or the other Party to pay, any consideration or incur any additional expense, fee, liability or obligation without the prior written consent of the other Party, acting reasonably (it being expressly agreed by the Purchaser that no such consent, waiver, permit, exemption, order, approval, agreement, amendment or confirmation shall be a condition to closing the Arrangement, except to the extent provided for in the Arrangement Agreement);

(d) using commercially reasonable efforts to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or delay or otherwise adversely affect the consummation of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or the Arrangement Agreement;

(e) using reasonable commercially reasonable efforts to continue to maintain its status as a “reporting issuer” (or similar designated entity) not in default under Applicable Securities Laws in force in all provinces of Canada where it is a reporting issuer as of the date hereof;

(f) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which would cause the transactions contemplated by the Arrangement Agreement to be consummated after the Outside Date or prevent, or impeded the consummation of the transactions contemplated by the Arrangement Agreement, other than as permitted by the Arrangement Agreement;

(g) using commercially reasonable efforts to obtain and maintain in force the Stock Exchange Approvals; and

(h) Orbec using commercially reasonable efforts to obtain and deliver to the Purchaser at the Effective Time the resignations and releases (in a form satisfactory to the Purchaser, acting reasonably) of each executive officer of Orbec, each member of the Board and each member of the board of directors of any of the Subsidiaries of Orbec, and causing them to be replaced by Persons designated or nominated, as applicable, by IAMGOLD effective as of the Effective Time, in each case, to the extent requested by IAMGOLD.

Orbec has agreed to promptly notify IAMGOLD of:

(a) any Material Adverse Change in respect of Orbec, or any event, circumstance, state of facts or development that, individually or in the aggregate, has, would or could reasonably be expected to constitute or lead to a Material Adverse Change in respect of Orbec;

(b) any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is required in connection with the Arrangement Agreement or the Arrangement;

(c) other than in connection with the Regulatory Approvals (which shall be governed by Section 5.4 [Mutual Covenants Regarding Regulatory Approval Filings] of the Arrangement Agreement), any notice or other communication from any Governmental Entity in connection with the Arrangement Agreement (and the Company shall contemporaneously provide a copy of any such written notice or communication to the Purchaser); or

(d) any filing, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting Orbec or any of its Subsidiaries.

The Company has agreed to, in all material respects, conduct itself so as to keep IAMGOLD fully informed as to the material decisions required to be made or actions required to be taken with respect to the operation of its business, provided that such disclosure is not otherwise prohibited by reason of confidentiality obligation owed to a third party for which a waiver could not be obtained.
IAMGOLD has agreed to promptly notify Orbec in writing of:

(a) any Material Adverse Change in respect of IAMGOLD;

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(c) any notice or other communication from any Person to the effect that such Person is terminating or otherwise materially adversely modifying its relationship with Orbec or any of its Subsidiaries as a result of the Arrangement Agreement or the Arrangement;

(d) any material filing, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting IAMGOLD or any of its material Subsidiaries; or

(e) other than in connection with Regulatory Approvals (which shall be governed in accordance with Section 5.4 [Mutual Covenants Regarding Regulatory Approval Filings] of the Arrangement Agreement), any notice or other communication from any Governmental Entity in connection with the Arrangement Agreement (and the Purchaser shall contemporaneously provide a copy of any such written notice or communication to the Company).

Mutual Covenants Regarding Regulatory Approval Filings

As soon as reasonably practicable after the date hereof, each Party, or where appropriate, both Parties jointly, shall make all notifications, filings, applications and submissions with Governmental Entities required or advisable, and shall use commercially reasonable efforts to obtain and maintain, the Key Regulatory Approvals and such other Regulatory Approvals reasonably deemed by any of the Parties to be necessary to discharge their respective obligations under the Arrangement Agreement or otherwise advisable under Laws in connection with the Arrangement and the Arrangement Agreement.

The Parties shall cooperate with one another in connection with obtaining the Regulatory Approvals required or desirable in connection herewith including by providing or submitting on a timely basis all documentation and information that is required, or in the opinion of the Purchaser, advisable, in connection with obtaining the Regulatory Approvals and using their commercially reasonable efforts to ensure that such information does not contain a Misrepresentation.

The Parties shall cooperate with and keep one another fully informed as to the status of and the processes and proceedings relating to obtaining the Regulatory Approvals and shall promptly notify each other of any material communication from any Governmental Entity in respect of the Arrangement or the Arrangement Agreement and shall not make any submissions or filings, participate in any substantive meetings or any material conversations with any Governmental Entity in respect of any filings, investigations or other inquiries related to the Arrangement or the Arrangement Agreement, unless it consults with the other Party in advance and, to the extent not precluded by such Governmental Entity, gives the other Party the opportunity to review drafts of any submissions or filings, or attend and participate in any substantive communications or meetings. Despite the foregoing, submissions, filings or other written communications with any Governmental Entity may be redacted as necessary before sharing with the other Party to address reasonable attorney-client or other privilege or confidentiality concerns, provided that the disclosing Party must provide external legal counsel to the other Party non-redacted versions of drafts or final submissions, filings or other written communications with any Governmental Entity on the basis that the redacted information will not be shared with its clients.

Each Party shall promptly notify the other Party if it becomes aware that any (i) application, filing, document or other submission for a Regulatory Approval contains a Misrepresentation, or (ii) any Regulatory Approval contains, reflects or was obtained following the submission of any application, filing, document or other submission containing a Misrepresentation, such that an amendment or supplement may be necessary or advisable. In such case, the Company shall, in consultation with and subject to the prior approval of the Purchaser, co-operate in the preparation, filing and dissemination, as applicable, of any such amendment or supplement.

The Parties shall request that the Regulatory Approvals be processed by the applicable Governmental Entity on an expedited basis and, to the extent that a public hearing is held, the Parties shall request the earliest possible hearing date for the consideration of the Regulatory Approvals.

If any objections are asserted with respect to the transactions contemplated by the Arrangement Agreement under any Law, or if any proceeding is instituted or threatened by any Governmental Entity challenging or which could lead to a challenge of any of the transactions contemplated by the Arrangement Agreement as not in compliance with Law, the Parties shall use their commercially reasonable efforts consistent with the terms of the Arrangement Agreement to resolve such proceeding so as to allow the Effective Time to occur on or prior to the Outside Date.

Access to Information; Confidentiality

Subject to the Confidentiality Agreement and applicable Laws, Orbec agreed to give IAMGOLD and its Representatives (a) upon reasonable notice, reasonable access during normal business hours to its and its Subsidiaries' (i) premises, (ii) property

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and assets (including all books and records, whether retained internally or otherwise), (iii) Contracts and Leases, and (iv) senior personnel, so long as the access does not unduly interfere with the ordinary course conduct of the business of the Company and its Subsidiaries; and (b) such financial and operating data or other information with respect to the assets or business of Orbec and its Subsidiaries as IAMGOLD from time to time reasonably requests.

Pre-Acquisition Reorganization

Subject to certain stated conditions set forth in the Arrangement Agreement, Orbec agreed that, upon request of IAMGOLD, Orbec shall use all commercially reasonable efforts to, and shall use all commercially reasonable efforts to cause its Subsidiaries to, (i) perform such reorganizations of its corporate structure, capital structure, business, operations and assets or such other transactions as IAMGOLD may request, acting reasonably (each a “Pre-Acquisition Reorganization”), (ii) cooperate with IAMGOLD and its advisors to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken, and (iii) cooperate with IAMGOLD and its advisors to seek to obtain any consents, approvals, waivers or similar authorizations which are reasonably required by IAMGOLD under any Material Contract or Authorization (based on the applicable terms of the Material Contract or Authorization) in connection with the Pre-Acquisition Reorganization, if any. The Purchaser must provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least fifteen (15) Business Days prior to the Effective Date. IAMGOLD agreed that any Pre-Acquisition Reorganization will not be considered in determining whether a representation, warranty, agreement or covenant of Orbec under the Arrangement Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract) or if a condition for the benefit of IAMGOLD has been satisfied.

Convertible Debenture

Concurrently with the execution of the Arrangement Agreement, IAMGOLD and Orbec executed and delivered all definitive documentation in respect of the Convertible Debenture and within one (1) Business Day following the execution of the Arrangement Agreement, IAMGOLD made available to Orbec the funds under the Convertible Debenture. Orbec agreed that the proceeds of the Convertible Debenture shall be used by Orbec to fund working capital requirements.

Securityholder Communication

Orbec and IAMGOLD shall agree on the text of joint press releases by which Orbec and IAMGOLD announce (i) the execution of the Arrangement Agreement which was issued promptly after entering into the Arrangement Agreement, (ii) the Convertible Debenture, (iii) the issuances of the Interim Order and the Final Order, and (iv) the completion of the Arrangement. The Parties shall co-operate in the preparation of presentations, if any, to Securityholders regarding the Arrangement.
Except as required by applicable Laws, neither IAMGOLD nor Orbec shall, and each shall cause its respective Representatives not to, issue any press release or otherwise make public announcements with respect to the Arrangement, the Arrangement Agreement, or the financial condition, properties, assets or liabilities of Orbec without the approval of the other Party, such approval not to be unreasonably withheld, conditioned or delayed. In any event, each Party agrees to give prior notice to the other of any such public announcement relating to the Arrangement or the Arrangement Agreement and agrees to consult with the other prior to issuing each such public announcement. The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or its counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing. Each of IAMGOLD and Orbec shall file such press release, and Orbec shall file a material change report in prescribed form, with applicable securities authorities in each jurisdiction of Canada in which it is a reporting issuer (or equivalent) under Applicable Securities Laws.

Securityholders should refer to the Arrangement Agreement for details regarding the covenants given by Orbec and IAMGOLD.

Additional Covenants Regarding Notice and Cure Provisions

Each Party shall give prompt notice to the other Party of the occurrence, or failure to occur, at any time from the date of the Arrangement Agreement until the earlier to occur of the termination of the Arrangement Agreement and the Effective Time of any event or state of facts which occurrence or failure would, or would be likely to:
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(a) cause any of the representations or warranties of such Party contained in the Arrangement Agreement to be untrue or inaccurate in any respect on the date hereof or at the Effective Time; or

(b) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such Party hereunder prior to the Effective Time.

Notification provided pursuant to the above will not diminish the scope of the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under the Arrangement Agreement.
IAMGOLD may not exercise its right to terminate the Arrangement Agreement pursuant Section 8.2(1)(c)(ii) [Breach of Representation or Warranty or Failure to Perform Covenant by Orbec] and Orbec may not exercise its right to terminate the Arrangement Agreement pursuant to Section 8.2(1)(d)(ii) [Breach of Representation or Warranty or Failure to Perform Covenant by IAMGOLD] unless the Party seeking to terminate the Arrangement Agreement (the "Terminating Party") has delivered a written notice ("Termination Notice") to the other Party (the "Breaching Party") specifying in reasonable detail all breaches of covenants, or incorrect representations and warranties or other matters which the Terminating Party asserts as the basis for termination. After delivering a Termination Notice, provided the Breaching Party is proceeding diligently to cure such matter and such matter is capable of being cured prior to the Outside Date, the Terminating Party may not exercise such termination right until the earlier of (a) the Outside Date, and (b) the date that is ten (10) Business Days following receipt of such Termination Notice by the Breaching Party if such matter has not been cured by that date. If the Terminating Party delivers a Termination Notice prior to the date of the Meeting or the making of the application for the Final Order, unless the Parties agree otherwise, the Company shall postpone or adjourn the Meeting or delay making the application for the Final Order to the earlier of (a) five (5) Business Days prior to the Outside Date and (b) the date that is ten (10) Business Days following receipt of such Termination Notice by the Breaching Party (without causing any breach of any other provision contained herein).

Additional Covenants Regarding Non-Solicitation, Superior Proposals and Right to Match

Non-Solicitation

Except as expressly provided in Section 7.2 [Non-Solicitation, Superior Proposal, Right to Match] of the Arrangement Agreement, Orbec shall not, directly or indirectly, through any Representative or otherwise, and shall cause each of its Subsidiaries not to, directly or indirectly through any Representative or otherwise:

(a) make, solicit, assist, initiate, propose, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books and records of Orbec or any of its Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer (whether public or otherwise) that constitutes or could reasonably be expected to constitute or lead to, an Acquisition Proposal;

(b) enter into, engage in, continue or otherwise participate in any discussions or negotiations with any person (other than the Purchaser or any of its Representatives) regarding, or furnish to any Person any information in connection with or otherwise cooperate with, assist or participate in, any effort or attempt to make an Acquisition Proposal or inquiries, proposals, expressions of interest or offers that may reasonably be expected to constitute or lead to an Acquisition Proposal, other than to (i) request clarification of an Acquisition Proposal that has already been made for purposes of assessing whether such Acquisition Proposal is or may reasonably be expected to constitute or lead to a Superior Proposal, (ii) advise any Person of the restrictions of the Arrangement Agreement, or (iii) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute or is not reasonably expected to constitute a Superior Proposal;

(c) sign any confidentiality, non-disclosure, exclusivity or standstill agreement with any Person with respect to any transaction(s) or matter(s) that could potentially subsequently lead to or result in an Acquisition Proposal, other than an Acceptable Confidentiality Agreement permitted by and in accordance with Section 7.2 [Non-

Solicitation, Superior Proposal, Right to Match] of the Arrangement Agreement, as more particularly set out in the Arrangement Agreement;

(d) make, or propose publicly to make a Change in Recommendation;

(e) accept, approve, endorse, recommend or enter into, or publicly propose to accept, approve, endorse or enter into, any letter of intent, agreement in principle, agreement, arrangement or understanding that may reasonably be expected to constitute or lead to an Acquisition Proposal, other than an Acceptable Confidentiality Agreement (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal for a period of no more than five (5) Business Days following the formal announcement of such Acquisition Proposal will not be considered to be in violation of Section 7.2(1) of the Arrangement Agreement, as more particularly set out in the Arrangement Agreement, provided the Board has rejected such Acquisition Proposal and affirmed the Board Recommendation before the end of such five (5) Business Day period); or

(f) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal (other than an Acceptable Confidentiality Agreement permitted by and in accordance with Section 7.2(6) of the Arrangement Agreement).

Subject to the terms of Section 7.2 [Non-Solicitation, Superior Proposal, Right to Match] of the Arrangement Agreement, from and after the date thereof, Orbec shall, and shall cause each of its Representatives to, immediately cease and cause to be terminated any solicitation, assistance, discussion, encouragement, negotiation or process with or involving any Person (other than IAMGOLD or any of its Representatives) with respect to any inquiry, proposal or offer that (x) if made after the date of the Arrangement Agreement would have constituted an Acquisition Proposal; or (y) may reasonably be expected to constitute or lead to an Acquisition Proposal, and, in connection with such termination shall:

(a) promptly discontinue access to, and disclosure of, all information regarding Orbec and its Subsidiaries in respect of any inquiry, proposal or offer that, if made after the date of the Arrangement Agreement, would have constituted or would have been reasonably expected to constitute or lead to an Acquisition Proposal, including any data room (whether physical or virtual) and any confidential information, properties, facilities and books and records of Orbec or any of its Subsidiaries; and

(b) promptly (and in any event within three (3) Business Days of the date of the Arrangement Agreement) request from any such Person (i) the return or destruction of all copies of any confidential information regarding Orbec or any of its Subsidiaries provided to any such Person other than IAMGOLD and its affiliates and their respective Representatives since January 1, 2025 in respect of any inquiry, proposal or offer that, if made after the date of the Arrangement Agreement, would have constituted or would have been reasonably expected to constitute or lead to an Acquisition Proposal, and (ii) the destruction of all material to the extent including or incorporating such confidential information regarding Orbec or any of its Subsidiaries, in each case, to the extent that such information has not previously been returned or destroyed (subject to the terms of the applicable confidentiality or similar agreement that is in effect as of the date of the Arrangement Agreement, including the rights of retention that such Persons may have thereunder).

Notification of Acquisition Proposals

Orbec shall promptly (and in any event within 24 hours after it has received any proposal, inquiry, offer or request) notify IAMGOLD, at first orally and then in writing, of any proposal, inquiry, offer or request relating to or constituting an Acquisition Proposal or which may reasonably be expected to lead to an Acquisition Proposal or any amendment thereof or any request for non-public information relating to Orbec or any of its Subsidiaries or for access to properties, books and records or a list of securityholders of Orbec or any of its Subsidiaries, in each case in connection with a potential Acquisition Proposal. Such notice shall include a description of the material terms and conditions of, and the identity of the person making, any proposal, inquiry, offer or request (including confirmation as to whether such person was contacted by Orbec or its Representatives prior to the date of the Arrangement Agreement), and shall include copies of all material correspondence, proposals, inquiries, offers or requests, and any financing commitments or other ancillary agreements relating thereto if in writing or electronic form, and if not in writing or electronic form, a description of the terms of such proposal, inquiry, offer or request, and any financing

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commitments or other ancillary agreements relating thereto, sent or made to Orbec by or on behalf of the person making any such Acquisition Proposal. Orbec shall promptly provide such other details of the proposal, inquiry, offer or request as the Purchaser may reasonably request. Thereafter, at IAMGOLD’s request, and to the extent not prohibited by confidentiality agreements, Orbec shall keep IAMGOLD reasonably informed, on a prompt basis (and in any event within 48 hours), of the status and terms of any such inquiry, proposal or offer (including any amendments thereto) and the status of any such discussions or negotiations and (ii) on a prompt basis (and in any event within 48 hours), provide IAMGOLD with copies of any subsequent drafts of any definitive agreement with respect to such inquiry, proposal or offer and any financing commitments or other ancillary agreements relating thereto exchanged by or on behalf of Orbec or the Persons making the inquiry, proposal or offer.

Responding to An Acquisition Proposal

Notwithstanding Section 7.2(1) of the Arrangement Agreement, or any other agreement between the Parties or between Orbec and any other Person, if from and after the date of the Arrangement Agreement and prior to obtaining the approval of the Arrangement Resolution by the Securityholders at the Meeting, Orbec or any of its Representatives receives, or otherwise become aware of, any written Acquisition Proposal (including, for greater certainty, a variation or other amendment to an Acquisition Proposal), or any proposal that could constitute or lead to an Acquisition Proposal, then Orbec and its Representatives may furnish information with respect to Orbec and its Subsidiaries to the Person(s) making such Acquisition Proposal and its Representatives, and facilitate and maintain discussions and negotiations with respect to the Acquisition Proposal with, and otherwise cooperate or assist, the Person(s) making such Acquisition Proposal and its Representatives, if and only if:

(a) the Board (based upon, amongst other things, the recommendation of the Special Committee) first determines in good faith, after consultation with its outside legal counsel and financial advisors, that (i) such Acquisition Proposal is, or could reasonably be expected to lead to, a Superior Proposal and (ii) failure to take the relevant action would be inconsistent with its fiduciary duties under Law;

(b) such Person was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, non-disclosure, use, business purpose or similar restriction with Orbec or its Subsidiaries (it being acknowledged by IAMGOLD that the automatic termination or automatic release, in each case pursuant to the terms thereof, of any standstill restrictions of any such agreements as a result of the entering into an announcement of the Arrangement Agreement or otherwise in accordance with such restrictions shall not be a violation of Section 7.2(6) of the Arrangement Agreement);

(c) the Acquisition Proposal did not arise, directly or indirectly, as a result of a violation by Orbec, its Subsidiaries or its Representatives of Section 7.2 [Non-Solicitation, Superior Proposal, Right to Match] of the Arrangement Agreement;

(d) Orbec enters into an Acceptable Confidentiality Agreement with such Person on customary terms, provided that: (i) such Acceptable Confidentiality Agreement may allow such Person to make an Acquisition Proposal confidentially to the Board that constitutes, or could reasonably be expected to constitute or lead to, a Superior Proposal; and (ii) such Acceptable Confidentiality Agreement may not include any provision calling for an exclusive right to negotiate with Orbec, may not prohibit Orbec from disclosing the material terms and identity of such Person for the purposes of compliance with Section 7.2(5) of the Arrangement Agreement and may not otherwise restrict Orbec from complying with Section 7.2 [Non-Solicitation, Superior Proposal, Right to Match] of the Arrangement Agreement; and

(e) Orbec has: (i) provided prompt written notice to IAMGOLD of its decision to take such action; (ii) prior to providing any non-public information to such person Orbec provides a true, complete and final executed copy of the Acceptable Confidentiality Agreement referred to in Section 7.2(6)(d) of the Arrangement Agreement; and (iii) IAMGOLD is promptly provided (to the extent not previously provided) with any such non-public information provided to such person.

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Right to Match

If Orbec receives an Acquisition Proposal that the Board determines, in good faith, constitutes a Superior Proposal (based upon, among other things, the recommendation of the Special Committee) prior to the approval of the Arrangement Resolution by the Securityholders, the Company may terminate the Arrangement Agreement pursuant to Section 8.2(1)(d)(i) [Superior Proposal] of the Arrangement Agreement and accept and enter into any agreement, understanding or arrangement in respect of such Superior Proposal (other than an Acceptable Confidentiality Agreement) and/or withdraw or modify the Board Recommendation, if and only if:

(a) the Person making the Superior Proposal was not prohibited from making such Superior Proposal, pursuant to an existing confidentiality, standstill, non-disclosure, use, business purpose or similar restriction with Orbec or its Subsidiaries (it being acknowledged by IAMGOLD that the automatic termination or release of any such restrictions in any such agreements pursuant to their respective terms as a result of entering into and announcing the Arrangement Agreement or otherwise in accordance with such restrictions shall not be considered to be such a restriction);

(b) the Acquisition Proposal, inquiry, proposal, offer or request did not arise, directly or indirectly, as a result of a violation by Orbec of Section 7.2 [Non-Solicitation, Superior Proposal, Right to Match] of the Arrangement Agreement in any material respect;

(c) Orbec has complied with its obligations under Section 7.2 [Non-Solicitation, Superior Proposal, Right to Match] of the Arrangement Agreement in all material respects;

(d) Orbec has delivered written notice to IAMGOLD of the determination of the Board (based upon, amongst other things, the recommendation of the Special Committee) that such Superior Proposal constitutes a Superior Proposal and of the intention of the Board to accept, approve or recommend such Superior Proposal and/or of the Company to enter into an agreement with respect to such Superior Proposal, together with a copy of the Superior Proposal and all documentation (including unredacted copies all agreements, arrangements, understandings, side letters, schedules and exhibits) comprising the Superior Proposal to the extent not previously provided and a summary setting forth Orbec’s valuation of any non-cash consideration included in the Superior Proposal together with detailed information concerning the value and financial terms that the Board (based upon, amongst other things, the recommendation of the Special Committee), in consultation with its financial advisors, has determined should be ascribed to any non-cash consideration offered under such Superior Proposal (collectively, the “Superior Proposal Notice”) such documents to be provided to the Purchaser not less than five (5) Business Days prior to the proposed acceptance, approval or execution of the proposed agreement by Orbec;

(e) at least five (5) Business Days shall have elapsed from the later of (i) the date the Superior Proposal Notice was received by IAMGOLD and (ii) the date on which IAMGOLD received a copy of the documentation referred to in Section 7.2(1)(e) of the Arrangement Agreement, which five (5) Business Day-period is referred to herein as the “Right to Match Period”;

(f) during any Right to Match Period, IAMGOLD has had the opportunity (but not the obligation), in accordance with Section 7.2(8) of the Arrangement Agreement, to offer to amend the Arrangement Agreement and the Arrangement in order for such Superior Proposal to cease to be a Superior Proposal;

(g) IAMGOLD has offered to amend the terms and conditions of the Arrangement Agreement during the Right to Match Period pursuant to Section 7.2(8) of the Arrangement Agreement, Orbec has determined in accordance with Section 7.2(8) of the Arrangement Agreement that such Superior Proposal continues to be a Superior Proposal when assessed against the Arrangement as it is proposed to be amended as at the termination of the Right to Match Period;

(h) the Board has determined in good faith, after consultation with outside legal counsel, that the failure to take the relevant action would be inconsistent with its fiduciary duties under Law; and

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(i) in the case of a definitive agreement with respect to a Superior Proposal, prior to or concurrently with entering into a definitive agreement in respect thereof, Orbec terminates the Arrangement Agreement and pays, or causes to be paid, the Termination Payment as prescribed by Section 7.4(1) of the Arrangement Agreement.

During the Right to Match Period or such longer period as Orbec may approve in writing for such purpose, IAMGOLD will have the opportunity, but not the obligation, to offer to amend the terms of the Arrangement and the Arrangement Agreement and Orbec shall cooperate with IAMGOLD with respect thereto, including negotiating in good faith with its outside legal counsel and financial advisors, with IAMGOLD to make such amendments to the terms of the Arrangement Agreement and the Arrangement as would enable IAMGOLD to proceed with the transactions contemplated by the Arrangement Agreement on such amended terms. The Board (and the Special Committee) will review any such offer made by IAMGOLD to amend the terms of the Arrangement and the Arrangement Agreement made during the Right to Match Period or such longer period, as applicable, in order to determine, in good faith, whether IAMGOLD’s offer to amend the Arrangement and the Arrangement Agreement, upon its acceptance, would result in the Superior Proposal giving rise to the Right to Match Period ceasing to be a Superior Proposal when assessed against the Arrangement as it is proposed to be amended as at the termination of the Right to Match Period. If the Board (based upon, amongst other things, the recommendation of the Special Committee) determines that the Superior Proposal giving rise to the Right to Match Period would cease to be a Superior Proposal when assessed against the Arrangement as it is proposed to be amended as at the termination of the Right to Match Period, and Orbec shall promptly so advise the IAMGOLD and Orbec and IAMGOLD will amend the terms of the Arrangement Agreement and the Arrangement and Orbec and IAMGOLD shall enter into an amendment to the Arrangement Agreement reflecting the offer by IAMGOLD to amend the terms of the Arrangement and the Arrangement Agreement so as to enable IAMGOLD to proceed with the Contemplated Transactions on such amended terms and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing.
The Board (based upon, amongst other things, the recommendation of the Special Committee) will promptly and in any event (i) within five (5) Business Days reaffirm its recommendation of the Arrangement by press release after any Acquisition Proposal is publicly announced or made and the Board (based upon, amongst other things, the recommendation of the Special Committee) determines it is not a Superior Proposal, or (ii) during a Right to Match Period, no later than the expiry of the Right to Match Period, reaffirm its recommendation of the Arrangement by press release if the Board (based upon, amongst other things, the recommendation of the Special Committee) determines that a proposed amendment to the terms of the Arrangement pursuant to Section 7.2 [Non-Solicitation, Superior Proposal, Right to Match] of the Arrangement Agreement would result in a Superior Proposal ceasing to be a Superior Proposal when assessed against the Arrangement as it is proposed to be amended as at the termination of the Right to Match Period, and IAMGOLD has so amended the terms of the Arrangement in accordance with Section 7.2 [Non-Solicitation, Superior Proposal, Right to Match] of the Arrangement Agreement, or (iii) within three (3) Business Days reaffirm its recommendation of the Arrangement by press release after IAMGOLD, acting reasonably, requests reaffirmation of such recommendation by the Board, provided that in each case, IAMGOLD will be given a reasonable opportunity to review and comment on the form and content of any such press release.
Each successive variation or other amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received or otherwise constitutes a material amendment to the Acquisition Proposal will constitute a new Acquisition Proposal for purposes of Section 7.2 [Non-Solicitation, Superior Proposal, Right to Match] of the Arrangement Agreement and IAMGOLD shall be afforded an additional five (5) Business Day Right to Match Period in respect of such Superior Proposal from the later of the date on which the Purchaser receives from Orbec (i) the Superior Proposal Notice in respect thereof; and (ii) a copy of the proposed definitive agreement for the new Superior Proposal.
In the event Orbec provides a Superior Proposal Notice on a date which is less than ten (10) Business days prior to the Meeting, Orbec shall be permitted to, upon request from IAMGOLD, adjourn or postpone the Meeting to a date that is not more than ten (10) Business Days after the scheduled date of the Meeting (but, in any event, to a date that is prior to the Outside Date), and Orbec shall, in the event of an amendment of the terms of the Arrangement Agreement pursuant to Section 7.2(8) of the Arrangement Agreement, ensure that the details of such amended Arrangement Agreement are communicated to the Securityholders prior to the resumption of the adjourned or postponed Meeting.
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Term and Termination of the Arrangement Agreement

The Arrangement Agreement shall be effective from the date of the Arrangement Agreement until the earlier of the Effective Date and the termination of the Arrangement Agreement in accordance with its terms (except to the extent any provisions are specifically noted therein as surviving the termination of the Arrangement Agreement).
The Arrangement Agreement may be terminated and the Arrangement may be abandoned at any time prior to the Effective Time (notwithstanding approval of the Arrangement Resolution by the Securityholders and/or receipt of the Final Order):

(a) by mutual written agreement of IAMGOLD and Orbec, duly authorized by the board of directors of each;

(b) by either Orbec or IAMGOLD, if:

(i) Effective Time Not Prior to Outside Date. The Effective Time shall not have occurred on or before the Outside Date, except that the right to terminate the Arrangement Agreement under Section 8.2(1)(b)(i) [Outside Date] of the Arrangement Agreement shall not be available to any such Party whose failure to fulfil any of its obligations or a breach by such Party of any of its representations or warranties, has been the principal cause of, or resulted in, the failure of the Effective Time to occur by such date;

(ii) Illegality. After the date of the Arrangement Agreement, a Governmental Entity shall have enacted, made any order or enforced any Law that restrains, enjoins or otherwise prohibits consummation of the Arrangement and such Law shall have become final and non-appealable; provided that the Party seeking to terminate the Arrangement Agreement pursuant to Section 8.2(1)(b)(ii) [Illegality] of the Arrangement Agreement shall have used commercially reasonable efforts to, as applicable, appeal or overturn such Law or otherwise have it lifted or rendered non-applicable in respect of the Arrangement, and provided further that the enactment, making, or enforcement of such Law was not primarily due to, or was a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants under the Arrangement Agreement;

(iii) Failure of Securityholders to Approve. The Arrangement Resolution shall have failed to receive the requisite vote for approval at the Meeting (including any adjournment or postponement thereof) in accordance with the Interim Order and applicable Laws and at or prior to the Meeting by any other Securityholders if so required by the Interim Order or applicable Laws; provided that a Party may not terminate the Arrangement Agreement pursuant to the Section 8.2(1)(b)(iii) [Shareholder Approval] of the Arrangement Agreement if the failure of the Arrangement Resolution to be passed by the Securityholders has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants under the Arrangement Agreement;

(i) Change in Recommendation. Prior to obtaining the approval of the Arrangement Resolution by the Securityholders, any of the following shall have occurred: (A) the Board shall have effected a Change in Recommendation; (B) the Board approves, recommends or authorizes the Company to enter into a written agreement (other than an Acceptable Confidentiality Agreement) concerning a Superior Proposal); or (C) Orbec breaches Section 7.2 [Non-Solicitation, Superior Proposal, Right to Match] of the Arrangement Agreement in any material respect; or

(ii) Breach of Representation or Warranty or Failure to Perform Covenants by the Company. A breach of any representation or warranty or failure to perform any covenant or agreement on the part of Orbec set forth in the Arrangement Agreement shall have occurred that would cause any of the conditions set forth in Sections 6.1 [Mutual Conditions Precedent] or 6.2 [Additional Conditions Precedent to the Obligations of the Purchaser] of the Arrangement Agreement not to be satisfied, and such breach or failure is incapable of being cured or is not cured on or prior to the Outside Date

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in accordance with the terms of Section 7.1(3) of the Arrangement Agreement, provided that IAMGOLD is not then in breach of the Arrangement Agreement so as to cause any of the conditions set forth in Sections 6.1 [Mutual Conditions Precedent] or 6.3 [Additional Conditions Precedent to the Obligations of the Company] of the Arrangement Agreement not to be satisfied; or

(iii) Material Adverse Change. Since the date of the Arrangement Agreement, there has occurred a Material Adverse Change in respect of Orbec, and such Material Adverse Change is incapable of being cured on or prior to the Outside Date;

(d) by Orbec, if:

(i) Superior Proposal. Prior to obtaining the approval of the Arrangement Resolution by the Securityholders, the Board authorizes Orbec, subject to complying with the terms of Sections 7.2 [Non-Solicitation, Superior Proposal, Right to Match] and 7.4(1) of the Arrangement Agreement, to approve, accept or enter into any agreement, understanding or arrangement concerning a Superior Proposal (other than an Acceptable Confidentiality Agreement) and that prior to or concurrent with such termination Orbec pays the Termination Payment in accordance with Section 7.4(3) of the Arrangement Agreement;

(ii) Breach of Representation or Warranty or Failure to Perform Covenants by the Purchaser. A breach of any representation or warranty or failure to perform any covenant or agreement on the part of IAMGOLD set forth in the Arrangement Agreement shall have occurred that would cause any of the conditions set forth in Sections 6.1 [Mutual Conditions Precedent] or 6.3 [Additional Conditions Precedent to the Obligations of the Company] of the Arrangement Agreement not to be satisfied, and such breach or failure is incapable of being cured or is not cured on or prior to the Outside Date in accordance with the terms of Section 7.1(3) of the Arrangement Agreement; provided that Orbec is not then in breach of the Arrangement Agreement so as to cause any of the conditions set forth in Sections 6.1 [Mutual Conditions Precedent] or 6.2 [Additional Conditions Precedent to the Obligations of the Purchaser] of the Arrangement Agreement not to be satisfied; or

(iii) Material Adverse Change. Since the date of the Arrangement Agreement, there has occurred a Material Adverse Change in respect of IAMGOLD, and such Material Adverse Change is incapable of being cured on or prior to the Outside Date.

Termination Payment

Despite any other provision in the Arrangement Agreement relating to the payment of fees and expenses, if a Termination Payment Event occurs, Orbec shall pay as directed by IAMGOLD in writing (by wire transfer of immediately available funds) the Termination Payment in accordance with Section 7.4 [Termination Payment] of the Arrangement Agreement.
For the purposes of the Arrangement Agreement:

(a) “Termination Payment” means C$660,000, and

(b) “Termination Payment Event” means the termination of the Arrangement Agreement:

(i) by IAMGOLD pursuant to Section 8.2(1)(c)(i) [Change in Recommendation] of the Arrangement Agreement;

(ii) by Orbec pursuant to Section 8.2(1)(d)(i) [Superior Proposal] of the Arrangement Agreement; or

(iii) (X) by either Orbec or IAMGOLD, as applicable, pursuant to Section 8.2(1)(b)(i) [Outside Date] of the Arrangement Agreement or Section 8.2(1)(b)(iii) [Shareholder Approval] of the Arrangement Agreement, or (Y) by IAMGOLD pursuant to Section 8.2(1)(c)(ii) [Breach of Representation or Warranty or Failure to Perform Covenants by the Company] of the Arrangement Agreement due to

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a wilful breach on the part of Orbec if, (i) following the date of the Arrangement Agreement and prior to the Meeting an Acquisition Proposal shall have been announced, offered, made by or otherwise disclosed by any person other than IAMGOLD or any affiliate, and (ii) an Acquisition Proposal is consummated within twelve (12) months of termination of the Arrangement Agreement, or a definitive agreement with respect to an Acquisition Proposal is entered within such twelve (12)-month period and such Acquisition Proposal is subsequently consummated, provided, however, that for purposes of the foregoing, the term “Acquisition Proposal” shall have the meaning assigned to such term in Section 1.1 [Definitions] of the Arrangement Agreement, except that references to “20% or more” shall be deemed to be references to “50% or more”.

If a Termination Payment Event occurs due to a termination of the Arrangement Agreement by Orbec pursuant to Section 8.2(1)(d)(i) [Superior Proposal], the Termination Payment shall be paid simultaneously with the occurrence of such Termination Payment Event. If a Termination Payment Event occurs due to a termination of the Arrangement Agreement by IAMGOLD pursuant to Section 8.2(1)(c)(i) [Change in Recommendation] of the Arrangement Agreement, the Termination Payment shall be paid within two (2) Business Days following such Termination Payment Event. If a Termination Payment Event occurs in the circumstances set out in Section 7.4(2)(c) [Acquisition Tail] of the Arrangement Agreement, the Termination Payment shall be paid simultaneously with the consummation of the applicable Acquisition Proposal referred to therein.
Upon written notice to Orbec, IAMGOLD may assign its right to receive the Termination Payment to any of its Subsidiaries or affiliates.
Each of the Parties acknowledges that the agreements contained in Section 7.4 [Termination Payment] of the Arrangement Agreement are an integral part of the Contemplated Transactions and that, without those agreements, the Parties would not enter into the Arrangement Agreement. Each Party acknowledges that the Termination Payment set out in Section 7.4 [Termination Payment] of the Arrangement Agreement are payments in consideration for the disposition of the Purchaser's right to receive such payment under the Arrangement Agreement and represent liquidated damages which are a genuine pre-estimate of the damages which IAMGOLD will suffer or incur as a result of the event giving rise to such payment and the resultant termination of the Arrangement Agreement and are not penalties. Orbec irrevocably waives any right that it may have to raise as a defence that any such liquidated damages are excessive or punitive. For greater certainty, the Parties agree that the payment of the Termination Payment pursuant to Section 7.4 [Termination Payment] of the Arrangement Agreement in the manner provided herein is the sole and exclusive remedy of the Purchaser in respect of the event giving rise to such payment, provided, however, that nothing contained in Section 7.4 [Termination Payment] of the Arrangement Agreement, and no payment of any such amount, shall relieve or have the effect of relieving Orbec in any way from liability for damages incurred or suffered by IAMGOLD as a result of an intentional or wilful breach of the Arrangement Agreement, including the intentional or wilful making of a misrepresentation in the Arrangement Agreement and nothing contained in Section 7.4 [Termination Payment] of the Arrangement Agreement shall preclude IAMGOLD from seeking injunctive relief in accordance with Section 9.5 [Injunctive Relief and Specific Performance] of the Arrangement Agreement to restrain the breach or threatened breach of the covenants or agreements set forth in the Arrangement Agreement or the Confidentiality Agreement or otherwise to obtain specific performance of any of such acts, covenants or agreements, without the necessity of posting a bond or security in connection therewith.
Except as otherwise specified herein, each Party will pay its respective legal and accounting costs, fees and expenses incurred in connection with the preparation, execution and delivery of the Arrangement Agreement and all documents and instruments executed pursuant to the Arrangement Agreement and any other costs, fees and expenses whatsoever and howsoever incurred, and will indemnify and save harmless the other from and against any claim for any broker's, finder's or placement fee or commission alleged to have been incurred as a result of any action by it in connection with the transactions hereunder. IAMGOLD shall pay all filing fees or similar fees payable to a Governmental Entity and applicable Taxes in connection with a Regulatory Approval.

Insurance, Indemnification and Waiver

Prior to the Effective Time, Orbec shall purchase customary directors' and officers' run-off insurance providing protection not less favourable than the protection provided by the policies maintained by Orbec and its Subsidiaries as are in effect immediately prior to the Effective Time providing protection in respect of claims arising from facts or events which occurred

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on or prior to the Effective Date from an insurance carrier with the same or better credit rating as Orbec’s current insurance carriers with respect to directors’ and officers’ insurance for all present and former directors and officers of the Company and directors and officers its Subsidiaries providing coverage for a period of not less than six years from the Effective Time; provided that the Purchaser shall not be required to pay any amounts in respect of such coverage prior to the Effective Time and provided further that the cost of such policies shall not exceed 300% of Orbec’s current annual aggregate premium for policies currently maintained by Orbec or its Subsidiaries, and IAMGOLD shall, or shall cause Orbec to maintain such run-off policies in effect without any reduction in scope or coverage.

IAMGOLD shall, from and after the Effective Time, honour all rights to indemnification or exculpation now existing in favour of present and former employees, officers and directors of Orbec and its Subsidiaries to the extent that they are contained in the Constating Documents or disclosed in the Company Disclosure Letter, and acknowledges that such rights, to the extent that they are disclosed in the Data Room, shall survive unamended the completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six (6) years from the Effective Date.

Amendments

The Arrangement Agreement and the Plan of Arrangement may, at any time and from time to time before or after the holding of the Meeting but not later than the Effective Time, be amended by mutual written agreement of the Parties, and any such amendment may, subject to the Interim Order and Final Order and applicable Laws, without limitation: (a) change the time for performance of any of the obligations or acts of the Parties; (b) modify any representation or warranty contained herein or in any document delivered pursuant hereto; (c) modify any of the covenants herein contained and waive or modify performance of any of the obligations of the Parties; and/or (d) modify any mutual conditions precedent herein contained.

Governing Law and Jurisdiction

The Arrangement Agreement shall be governed in all respects, including validity, interpretation and effect, by the Laws of the Province of Ontario and the federal Laws of Canada applicable therein, without giving effect to any principles of conflict of Laws thereof that would result in the application of the Laws of any other jurisdiction. The Parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario with respect to any dispute, claim or other matter arising under the Arrangement Agreement.

RISK FACTORS

In evaluating the Arrangement, Securityholders should carefully consider the following risk factors relating to the Arrangement. The following risk factors are not a definitive list of all risk factors associated with the Arrangement. Additional risks and uncertainties, including those currently unknown or considered immaterial by Orbec, may also adversely affect the trading price of the Orbec Shares, the IAMGOLD Shares and/or the businesses of Orbec and IAMGOLD following the Arrangement. In addition to the risk factors relating to the Arrangement set out below, Securityholders should also carefully consider the risk factors associated with the businesses of Orbec and IAMGOLD under the headings “Information Concerning IAMGOLD” and “Information Concerning the Combined Company” in this Circular and in the documents incorporated by reference herein. If any of the risk factors materialize, the expectations, and the predictions based on them, may need to be re-evaluated.

Risks Relating to the Arrangement

The IAMGOLD Shares issued in connection with the Arrangement may have a market value different than expected

Each Shareholder will receive IAMGOLD Shares as part of the Consideration. Because the number of IAMGOLD Shares received as part of Consideration will not be adjusted to reflect any changes in the market value of IAMGOLD Shares, the market values of the IAMGOLD Shares and the Orbec Shares at the Effective Time may vary significantly from the values at the date of this Circular. If the market price of IAMGOLD Shares declines, the value of the Share Consideration received by Shareholders will decline as well. Variations may occur as a result of changes in, or market perceptions of changes in, the business, operations or prospects of IAMGOLD, market assessments of the likelihood that the Arrangement will be consummated, regulatory considerations, general market and economic conditions, changes in the prices of metals and other factors, including those factors over which neither Orbec nor IAMGOLD has control.

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The market price of the Orbec Shares and IAMGOLD Shares may be materially adversely affected in certain circumstances

If, for any reason, the Arrangement is not completed or its completion is materially delayed and/or the Arrangement Agreement is terminated, the market price of Orbec Shares may be materially adversely affected and decline to the extent that the current market price of the Orbec Shares reflects a market assumption that the Arrangement will be completed. Depending on the reasons for terminating the Arrangement Agreement, Orbec’s business, financial condition or results of operations could also be subject to various material adverse consequences, including as a result of paying the Termination Fee, as applicable in connection to the Arrangement.

The completion of the Arrangement is uncertain and Orbec will incur costs and may have to pay the Termination Fee even if the Arrangement is not completed

If the Arrangement is not completed for any reason, there are risks that the announcement of the Arrangement and the dedication of Orbec’s resources to the completion thereof could have a negative impact on Orbec’s relationships with its stakeholders and could have a material adverse effect on the current and future operations, financial condition and prospects of Orbec.

In addition, certain costs related to the Arrangement, such as legal, accounting and certain financial advisor fees, must be paid by Orbec and IAMGOLD even if the Arrangement is not completed. Orbec and IAMGOLD are each liable for their own costs incurred in connection with the Arrangement. If the Arrangement is not completed, Orbec may be required to pay IAMGOLD the Termination Fee in certain circumstances. See “The Arrangement Agreement – Termination of Arrangement Agreement” in this Circular.

Orbec is restricted from taking certain actions while the Arrangement is pending

Orbec is also subject to customary non-solicitation provisions under the Arrangement Agreement, pursuant to which, Orbec is restricted from soliciting, initiating or knowingly encouraging any Acquisition Proposal, among other things. The Arrangement Agreement also restricts Orbec from taking specified actions without the consent of IAMGOLD until the Arrangement is completed. These restrictions may prevent Orbec from pursuing attractive business opportunities that may arise prior to the completion of the Arrangement.

The Termination Fee provided under the Arrangement Agreement may discourage other parties from attempting to acquire Orbec

Under the Arrangement Agreement, Orbec would be required to pay a Termination Fee of C$660,000 if the Arrangement Agreement is terminated in certain circumstances. This Termination Fee may discourage other parties from attempting to acquire Orbec Shares or otherwise making an Acquisition Proposal to Orbec, even if those parties would otherwise be willing to offer greater value to Securityholders than that offered by IAMGOLD under the Arrangement. In addition, if the Arrangement Agreement were to be terminated under certain circumstances, Orbec would be precluded from converting the amounts owed under the Convertible Debenture into Orbec Shares which, in the case of a Superior Proposal, would result in the offeror having to pay both the Termination Fee and the principal and interest, if any, owing under the Convertible Debenture.

The Arrangement may divert the attention of Orbec’s Management

The Arrangement could cause the attention of the Orbec’s management to be diverted from the day-to-day operations of Orbec. These disruptions could be exacerbated by a delay in the completion of the Arrangement and could have an adverse effect on the business, operating results or prospects of Orbec.

The completion of the Arrangement is subject to conditions precedent

The completion of the Arrangement is subject to a number of conditions precedent, some of which are outside of Orbec’s or IAMGOLD’s control, including receipt of the Final Order, receipt of the Required Securityholder Approval, approval by the TSXV, and approval by the TSX and the NYSE, including in respect of the listing of the Consideration Shares.

In addition, the completion of the Arrangement is conditional on, among other things, no material adverse effect having occurred, or having been disclosed to the public (if previous undisclosed to the public) in respect of the other Party.

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There can be no certainty, nor can Orbec or IAMGOLD provide any assurance, that all conditions precedent to the Arrangement will be satisfied or waived, or as to the timing of the satisfaction and waiver of such conditions precedent and, accordingly, the Arrangement may not be completed. If the Arrangement is not completed, the market price of Orbec Shares may be adversely affected.

The Arrangement Agreement may be terminated in certain circumstances

Each of IAMGOLD and Orbec has the right, in certain circumstances, in addition to termination rights relating to the failure to satisfy the conditions of closing, to terminate the Arrangement Agreement. Accordingly, there can be no certainty, nor can Orbec provide any assurance, that the Arrangement will not be terminated by IAMGOLD or Orbec prior to the completion of the Arrangement. In addition, if the Arrangement is not completed by the Outside Date, IAMGOLD may terminate the Arrangement Agreement. The Arrangement Agreement also contemplates the Termination Fee payable by Orbec if the Arrangement Agreement is terminated in certain circumstances. Additionally, any termination will result in the failure to realize the expected benefits of the Arrangement in respect of the operations and business of Orbec.

If the Arrangement Agreement is terminated, there is no assurance that the Board will be able to find a party willing to pay an equivalent or greater price than the Consideration to be paid pursuant to the terms of the Arrangement Agreement.

Directors and officers of Orbec have interests in the Arrangement that may be different from those of Securityholders generally

In considering the recommendation of the Board with respect to the Arrangement, Securityholders should be aware that certain members of Orbec’s senior management and the Board have certain interests in connection with the Arrangement that may present them with actual or potential conflicts of interest in connection with the Arrangement. See “The Arrangement – Interests of Certain Directors and Executive Officers in the Arrangement” in this Circular.

The foregoing risks or other risks arising in connection with the failure of the Arrangement, including the diversion of management attention from conducting the business of Orbec, may have a material adverse effect on Orbec’s business operations, financial condition, financial results and share price.

IAMGOLD and Orbec may be the targets of legal claims, securities class action, derivative lawsuits and other claims

IAMGOLD and Orbec may be the target of securities class action and derivative lawsuits which could result in substantial costs and may delay or prevent the Arrangement from being completed. Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into an agreement to acquire a public company or to be acquired. Third parties may also attempt to bring claims against IAMGOLD or Orbec seeking to restrain the Arrangement or seeking monetary compensation or other redress. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting consumption of the Arrangement, then that injunction may delay or prevent the Arrangement from being completed.

The completion of the Arrangement is uncertain and Orbec may have to repay certain amounts owing under the Convertible Debenture

Under the terms of the Convertible Debenture, in certain circumstances following termination of the Arrangement Agreement or upon the occurrence and continuation of an event of default, all amounts then owing and outstanding thereunder (including any accrued and unpaid interest) would become immediately due and payable and may be required to be prepaid in cash or otherwise satisfied, which could adversely affect Orbec’s liquidity and financial condition.

Orbec may, subject to receipt of all requisite approvals of the TSXV and the terms of the Convertible Debenture, elect to convert all or a portion of the outstanding principal amount (and any accrued default interest, if applicable) of the Convertible Debenture into Orbec Shares at the applicable conversion price. Any such conversion would result in the issuance of additional Orbec Shares, which would dilute the ownership and voting interests of existing Orbec Shareholders and could adversely affect the market price of Orbec Shares.

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Owning IAMGOLD Shares will expose Orbec Shareholders to different risks

IAMGOLD is subject to different risks than those to which Orbec is subject. For a full description of such risks please refer to the sections entitled “Risk Factors” in the IAMGOLD AIF, the IAMGOLD Annual MD&A, and the IAMGOLD Q3 MD&A, which are incorporated by reference herein. IAMGOLD conducts some of its operations outside of Canada, and as such IAMGOLD’s operations are exposed to various risks normally associated with the conduct of business in foreign countries, including various levels of political and economic risk and other risks and uncertainties. The existence or occurrence of one or more of the following circumstances or events could have a material adverse impact on IAMGOLD’s profitability or the viability of IAMGOLD’s affected foreign operations, which could have a material adverse impact on IAMGOLD’s future cash flows earnings, results of operations and financial condition. These risks related to conducting business in foreign jurisdictions vary from country to country and include but are not limited to: uncertain or unpredictable political, legal or economic environments; delays in obtaining or the inability to obtain necessary governmental permits; labour disputes; invalidation of governmental orders; war, acts of terrorism and civil disturbances; changes in laws or policies of particular countries; taxation; government seizure of land or mining claims; limitations on ownership of property or mining rights; restrictions on the convertibility of currencies; limitations on the repatriation of earnings; and increased financing costs.

Risks relating to Orbec

If the Arrangement is not completed, Orbec will continue to face the risks that it currently faces with respect to its affairs, business and operations and future prospects. Such risk factors are set forth and described in the public disclosure documents filed by Orbec and available on SEDAR+ at www.sedarplus.ca.

INFORMATION CONCERNING ORBEC

Orbec is a TSXV listed mineral exploration company focused on the acquisition, exploration and development of mineral properties in Canada. Orbec holds a 100% interest in the Muus Project comprised of the Muus, Muus East, Nisk, Fancamp and Embry Properties. Together, these properties include a total of 450 claims covering approximately 24,979 hectares. The Muus Project is located in the southern part of the James Bay area of the Province of Quebec, about 30 km south of Chapais and 50 km southwest of Chibougamau within the eastern end of the Abitibi Greenstone belt. The Company’s registered and head office is located at Suite 330, 215 Spadina Avenue, Toronto, Ontario, M5T 2C7.

Orbec’s authorized capital consists of an unlimited number of Orbec Shares. As at the Record Date, 108,915,590 Orbec Shares were issued and outstanding.

Market for Securities

The Orbec Shares are listed and traded on the TSXV under the symbol “BLUE”. Orbec is a reporting issuer in the provinces of British Columbia, Alberta and Ontario and is subject to the informational reporting requirements under Applicable Securities Laws.

Price Range and Trading Volume

The Orbec Shares currently trade on the TSXV in Canada under the symbol “BLUE” and the OTC Pink in the United States under the symbol “BLTMF”.

The following table sets out the volume of trading and price range of the Orbec Shares traded or quoted on the TSXV during the 12-month period preceding the date of this Circular:

Month	High (C$)	Low (C$)	Total Volume
November 2024	0.055	0.045	986,087
December 2024	0.050	0.040	1,235,001
January 2025	0.055	0.045	482,491
February 2025	0.060	0.050	610,197
March 2025	0.065	0.045	3,818,511
April 2025	0.050	0.035	1,664,589
May 2025	0.045	0.035	261,261

Month	High (C$)	Low (C$)	Total Volume
June 2025	0.060	0.040	1,649,257
July 2025	0.090	0.050	3,468,825
August 2025	0.090	0.070	1,947,442
September 2025	0.110	0.055	4,300,226
October 2025	0.125	0.065	12,376,242
November 3-10, 2025	0.12	0.11	4,388,397

On October 17, 2025, the last trading day prior to the announcement of the Arrangement, the closing price of the Orbec Shares on the TSXV was C$0.10 and the closing price of the Orbec Shares on the OTC Pink was US$0.075. On November 10, 2025, the closing price of the Orbec Shares on the TSXV was C$0.115 and the closing price of the Orbec Shares on the OTC Pink was US$0.0738.

If the Arrangement is completed, IAMGOLD will acquire all of the Orbec Shares, other than the Orbec Shares held by IAMGOLD, and all of the Orbec Options and Orbec Warrants will be cancelled and will be of no further force and effect, all in exchange for payment, if any, in accordance with the terms of the Plan of Arrangement. As a result, immediately upon completion of the Arrangement, Orbec will become a wholly-owned subsidiary of the Purchaser.

The Orbec Shares will be delisted from the TSXV and removed from the OTC Pink following completion of the Arrangement.

IAMGOLD expects to apply to have Orbec cease to be a reporting issuer in all jurisdictions in which it is a reporting issuer in Canada.

Prior Sales

The following Orbec Shares or other securities of the Company have been issued by the Company during the 12-month period preceding the date of this Circular:

Month of Issuance	Type of Security	Number of Securities Issued	Purchase/Exercise/Deemed Price per Share (C$)
November, 2025	Orbec Shares	900,000	0.055
October, 2025	Orbec Shares	1,310,500	0.055
September, 2025	Orbec Shares	150,000	0.509
September, 2025	Orbec Shares	330,000	0.055
August, 2025	Orbec Shares	89,200	0.055
July, 2025	Orbec Options	4,150,000	0.06
July, 2025	Orbec Options	200,000	0.085
June, 2025	Orbec Shares	8,600,000	0.05
June, 2025	Orbec Warrants	8,600,000	0.075
June, 2025	Orbec Warrants	36,000	0.05
April, 2025	Orbec Shares	10,500,000	0.05
April, 2025	Orbec Warrants	10,500,000	0.075
April, 2025	Orbec Shares	714,284	0.07
April, 2025	Orbec Warrants	168,000	0.05
March, 2025	Orbec Options	571,000	0.05
January, 2025	Orbec Options	550,000	0.05
December, 2024	Orbec Options	2,764,000	0.05
November, 2024	Orbec Shares	11,872,725	0.055
November, 2024	Orbec Shares	16,940,000	0.05
November, 2024	Orbec Warrants	16,940,000	0.055
November, 2024	Orbec Warrants	292,200	0.055

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Previous Distributions

For the five years preceding the date of this Circular, Orbec completed the following distributions of Orbec Shares:

Month of Issuance	Transaction	Number of Orbec Shares Issued	Purchase/Exercise/Deemed Price per Share (C$)	Aggregate Proceeds (C$)
November, 2025	Exercise of Options	22,728	0.06	1,363.68
November, 2025	Exercise of Options	109,090	0.05	5,454.50
November, 2025	Exercise of Warrants	900,000	0.055	49,500
October, 2025	Exercise of Warrants	1,310,500	0.055	72,077.50
September, 2025	Shares of Debt Offering	150,000	0.509	N/A
September, 2025	Exercise of Warrants	330,000	0.055	18,150
August, 2025	Exercise of Warrants	89,200	0.055	4,906
June, 2025	Private Placement	8,600,000	0.05	430,000
April, 2025	Private Placement	10,500,000	0.05	525,000
April, 2025	Private Placement	714,284	0.07	50,000
November, 2024	Private Placement	11,872,725	0.055	653,000
November, 2024	Private Placement	16,940,000	0.05	847,000
December, 2023	Private Placement	6,050,000	0.075	453,750
December, 2023	Private Placement	14,331,428	0.07	1,003,200
December 2021	Private Placement	3,670,212	0.235	862,500
December 2021	Private Placement	4,359,308	0.188	819,550

Financial Statements

Financial information provided in the Company Annual Financial Statements, the Company Interim Financial Statements, and the Company's 2024 Management's Discussion and Analysis is available under the Company's issuer profile on SEDAR+ at www.sedarplus.ca. You can obtain additional documents related to the Company without charge on SEDAR+ at www.sedarplus.ca. You can also obtain documents related to the Company without charge by visiting the Company's website at www.orbec.ca.

Dividend Policy

The Company has no fixed dividend policy and has not declared or paid any dividends to date on the Orbec Shares. Subject to corporate law, the actual timing, payment and amount of any dividends declared and paid by the Company will be determined by and at the sole discretion of the Board from time to time based upon, among other factors, the Company's cash flow, results of operations and financial condition, the need for funds to finance ongoing operations and exploration and such other considerations as the Board in its discretion may consider or deem relevant.

The Company intends to retain all future earnings, if any, and other cash resources for the future operation and development of its business, and accordingly, does not intend to declare or pay any cash dividends in the foreseeable future.

Auditor, Transfer Agent and Registrar

The Company's auditor is McGovern Hurley LLP.

The Company's registrar and transfer agent is Computershare.

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Statement of Rights

Securities legislation in the provinces and territories of Canada provides securityholders with, in addition to any other rights they may have at law, one or more rights of rescission, price revision or to damages, if there is a misrepresentation in a circular or notice that is required to be delivered to those Securityholders. However, such rights must be exercised within prescribed time limits. Securityholders should refer to the applicable provisions of the securities legislation of their province or territory for particulars of those rights or consider consulting a lawyer.

INFORMATION CONCERNING THE PURCHASER

Information regarding IAMGOLD including risk factors before and after the Arrangement is contained in Appendix F – Information Concerning IAMGOLD and Appendix G – Information Concerning the Combined Company attached to this Circular. The information concerning IAMGOLD contained in this Circular has been provided by IAMGOLD for inclusion in this Circular. Although the Company has no knowledge that any statement contained herein taken from, or based on, such information and records or information provided by IAMGOLD are untrue or incomplete, the Company assumes no responsibility for the accuracy of the information contained in such documents, records or information or for any failure by IAMGOLD to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to the Company.

On completion of the Arrangement, IAMGOLD will continue to be a corporation existing under and governed by the CBCA. On the Effective Date, IAMGOLD will own all of the Orbec Shares and Orbec will be a wholly owned subsidiary of Orbec.

RIGHTS OF DISSENTING SHAREHOLDERS

Shareholders who wish to dissent should take note that the procedures for dissenting to the Arrangement Resolution require strict compliance with the applicable dissent procedures.

Dissent Rights to the Arrangement Resolution for Shareholders

The Interim Order expressly provides Registered Shareholders as at the close of business on the Record Date with the right to dissent with respect to the Arrangement in the manner provided in Section 185 of the OBCA, as modified by the Interim Order and the Plan of Arrangement. As a result, any Dissenting Shareholder is entitled to be paid the fair value (determined as of the close of business on the day before the Arrangement Resolution is adopted) of all, but not less than all, of the common shares beneficially held by it in accordance with Section 185 of the OBCA (as modified by the Interim Order and the Plan of Arrangement), if the Shareholder validly dissents with respect to the Arrangement in the manner provided in Section 185 of the OBCA, as modified by the Interim Order and the Plan of Arrangement, and the Arrangement becomes effective.

The following description of the rights of Dissenting Shareholders is not a comprehensive statement of the Dissent Rights, appraisal rights or the dissent procedures and is qualified in its entirety by the reference to Section 185 of the OBCA which is attached to this Circular as Appendix H, as modified by the Plan of Arrangement and the Interim Order. The statutory provisions dealing with the right of dissent are technical and complex. A Dissenting Shareholder who intends to exercise Dissent Rights should carefully consider and comply with the provisions of Section 185 of the OBCA, as modified by the Plan of Arrangement and the Interim Order and seek legal advice. Failure to comply strictly with the provisions of the OBCA, as modified by the Plan of Arrangement and the Interim Order, and to adhere to the procedures established therein may result in the loss of all rights thereunder. It is a condition to completion of the Arrangement in favour of IAMGOLD that Dissent Rights shall not have been exercised in respect of more than $5\%$ of the issued and outstanding Orbec Shares.

Any Dissenting Shareholder may be entitled, in the event the Arrangement becomes effective, to be paid by IAMGOLD fair value of the Orbec Shares held by such Dissenting Shareholder, which fair value, notwithstanding anything to the contrary contained in Section 185 of the OBCA, shall be determined as of the close of business on the Business Day before the Arrangement Resolution was adopted. A Dissenting Shareholder will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Orbec Shares. Shareholders are cautioned that fair value could be determined to be less than the fair value of the Consideration pursuant to the terms of the Arrangement.

Section 185 of the OBCA provides that a Dissenting Shareholder may only make a claim under that section with respect to all of the Orbec Shares held by the Dissenting Shareholder on behalf of any one beneficial owner and registered in the Dissenting Shareholder’s name. One consequence of this provision is that a Registered Shareholder may exercise Dissent Rights only in respect of Orbec Shares that are registered in that Registered Shareholder’s name.

In many cases, Orbec Shares beneficially owned by a Beneficial Shareholder are registered either: (a) in the name of an Intermediary; or (b) in the name of a clearing agency (such as CDS) of which the Intermediary is a participant. Accordingly, a Beneficial Shareholder will not be entitled to exercise its Dissent Rights directly. A Beneficial Shareholder who wishes to exercise Dissent Rights should immediately contact the Intermediary with whom the Beneficial Shareholder deals in respect of its Orbec Shares and instruct the Intermediary to exercise Dissent Rights on the Beneficial Shareholder's behalf (which, if the Orbec Shares are registered in the name of CDS or other clearing agency, may require that such Orbec Shares first be re-registered in the name of the Intermediary).

Notwithstanding Section 185(6) of the OBCA (pursuant to which a written objection may be provided at or prior to the Meeting), a Dissenting Shareholder who wishes to dissent and seeks payment of the fair value of their Orbec Shares must provide a written notice of dissent (a “Dissent Notice”) to the Company, which must be received not later than 5:00 p.m. (Toronto time) two Business Days immediately preceding the Meeting (or any adjournment or postponement thereof). Such Dissent Notice must be delivered to the Company’s legal counsel at the following address: Cassels Brock & Blackwell LLP, Suite 3200, Bay Adelaide Centre – North Tower, 40 Temperance St., Toronto, Ontario M5H 0B4, Attention: Stephanie Voudouris, Email: [email protected].

Failure to properly exercise Dissent Rights may result in the loss or unavailability of the right to dissent.

The filing of a Dissent Notice does not deprive a Registered Shareholder of the right to vote at the Meeting. However, no Registered Shareholder who has voted FOR the Arrangement Resolution shall be entitled to exercise Dissent Rights with respect to its Orbec Shares. A vote against the Arrangement Resolution, an abstention from voting, or a proxy submitted instructing a proxyholder to vote against the Arrangement Resolution does not constitute a Dissent Notice, but a Registered Shareholder need not vote its Orbec Shares against the Arrangement Resolution in order to dissent. Similarly, the revocation of a proxy conferring authority on the proxyholder to vote FOR the Arrangement Resolution does not constitute a Dissent Notice. However, any proxy granted by a Registered Shareholder who intends to dissent, other than a proxy that instructs the proxyholder to vote against the Arrangement Resolution, should be validly revoked in order to prevent the proxyholder from voting such Orbec Shares in favour of the Arrangement Resolution and thereby causing the Registered Shareholder to forfeit his, her or its Dissent Rights.

Within 10 days after the Shareholders adopt the Arrangement Resolution, the Company is required to notify each Dissenting Shareholder that the Arrangement Resolution has been adopted. Such notice is not required to be sent to any Shareholder who voted FOR the Arrangement Resolution or who has withdrawn its Dissent Notice.

A Dissenting Shareholder who has not withdrawn its Dissent Notice prior to the Meeting must then, within 20 days after receipt of notice that the Arrangement Resolution has been adopted, or if a Dissenting Shareholder does not receive such notice, within 20 days after learning that the Arrangement Resolution has been adopted, send to the Company a written notice containing his or her name and address, the number Orbec Shares in respect of which he or she dissents (the “Dissenting Shares”), and a demand for payment of the fair value of such Orbec Shares (the “Demand for Payment”). Within 30 days after sending a Demand for Payment, a Dissenting Shareholder must send to the Company certificates representing the Orbec Shares in respect of which he or she dissents. The Company will, or will cause its Transfer Agent to, endorse on the applicable share certificates received from a Dissenting Shareholder a notice that the holder is a Dissenting Shareholder and will forthwith return such share certificates to a Dissenting Shareholder.

Failure to comply with the requirements set forth in subsections 185(6), (10) and (11) of the OBCA, as modified by the Plan of Arrangement and the Interim Order, may result in the loss of any right to dissent.

After sending a Demand for Payment, a Dissenting Shareholder ceases to have any rights as a Shareholder in respect of its Dissenting Shares other than the right to be paid the fair value of the Dissenting Shares held by such Dissenting Shareholder, except where: (a) a Dissenting Shareholder withdraws its Dissent Notice before IAMGOLD makes an offer to pay (an “Offer to Pay”); (b) IAMGOLD fails to make an Offer to Pay and a Dissenting Shareholder withdraws the Demand for Payment; or

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(c) the Board revokes the Arrangement Resolution. In cases (a) and (b) a Dissenting Shareholder’s rights as a Shareholder will be reinstated as of the date of the Demand for Payment.

Pursuant to the Plan of Arrangement, in no case shall IAMGOLD, the Company or any other person be required to recognize holders of Orbec Shares who exercise Dissent Rights as holders of Orbec Shares after the time that is immediately prior to the Effective Time, and the names of such holders of Orbec Shares who exercise Dissent Rights shall be deleted from the central securities register as holders of Orbec Shares at the Effective Time and the Company shall be recorded as the registered holder of the Orbec Shares so transferred and such Orbec Shares will be cancelled.

Pursuant to the Plan of Arrangement, Dissenting Shareholders who are ultimately determined not to be entitled, for any reason, to be paid fair value for their Dissenting Shares, shall be deemed to have participated in the Arrangement on the same basis as any Shareholder who is not a Dissenting Shareholder and shall be entitled to receive only the consideration that such holder would have received pursuant to the Arrangement if such holder had not exercised Dissent Rights.

The Company is required, not later than seven days after the later of the Effective Date or the date on which a Demand for Payment is received from a Dissenting Shareholder, to send to each Dissenting Shareholder who has sent a Demand for Payment an Offer to Pay for its Dissenting Shares in an amount considered by the Board to be the fair value of the Orbec Shares, accompanied by a statement showing the manner in which the fair value was determined. Every Offer to Pay for shares of the same class must be on the same terms. The Company must pay for the Dissenting Shares of a Dissenting Shareholder within 10 days after an Offer to Pay has been accepted by a Dissenting Shareholder, but any such offer lapses if the Company does not receive an acceptance within 30 days after the Offer to Pay has been made.

If the Company fails to make an Offer to Pay for Dissenting Shares, or if a Dissenting Shareholder fails to accept an Offer to Pay that has been made, the Company may, within 50 days after the Effective Date or within such further period as a court may allow, apply to a court to fix a fair value for the Dissenting Shares. If the Company fails to apply to a court, a Dissenting Shareholder may apply to a court for the same purpose within a further period of 20 days or within such further period as a court may allow. A Dissenting Shareholder is not required to give security for costs in such an application.

Before the Company makes an application to a court or not later than seven days after a Dissenting Shareholder makes an application to a court, the Company will be required to give notice to each Dissenting Shareholder of the date, place and consequences of the application and of its right to appear and be heard in person or by counsel. Upon an application to a court, all Dissenting Shareholders who have not accepted an Offer to Pay will be joined as parties and be bound by the decision of the court. Upon any such application to a court, the court may determine whether any person is a Dissenting Shareholder who should be joined as a party, and the court will then fix a fair value for the Dissenting Shares of all Dissenting Shareholders. The final order of a court will be rendered against the Company in favour of each Dissenting Shareholder for the amount of the fair value of its Dissenting Shares as fixed by the court. The court may, in its discretion, allow a reasonable rate of interest on the amount payable to each Dissenting Shareholder from the Effective Date until the date of payment.

Shareholders are cautioned that there can be no assurance that the fair value of Dissenting Shares as determined under the applicable provisions of the OBCA, as modified by the Interim Order and the Plan of Arrangement, will be greater than or equal to the Consideration under the Arrangement Agreement and that the proceeds of disposition received by a Dissenting Shareholder may be treated in a different, and potentially more adverse, manner under Canadian federal income tax laws than the Consideration under the Arrangement Agreement. Judicial determination of fair value could delay payment of Consideration in respect of Dissenting Shares.

THE FOREGOING IS ONLY A SUMMARY OF THE PROVISIONS OF THE OBCA REGARDING THE RIGHTS OF DISSENTING SHAREHOLDERS (AS MODIFIED BY THE PLAN OF ARRANGEMENT AND THE INTERIM ORDER), WHICH ARE TECHNICAL AND COMPLEX. SHAREHOLDERS ARE URGED TO REVIEW A COMPLETE COPY OF SECTION 185 OF THE OBCA, ATTACHED AS APPENDIX H TO THIS CIRCULAR, AND THOSE SHAREHOLDERS WHO WISH TO EXERCISE DISSENT RIGHTS ARE ALSO ADVISED TO SEEK LEGAL ADVICE, AS FAILURE TO COMPLY STRICTLY WITH THE PROVISIONS OF THE OBCA, AS MODIFIED BY THE PLAN OF ARRANGEMENT AND THE INTERIM ORDER, MAY RESULT IN THE LOSS OR UNAVAILABILITY OF THEIR DISSENT RIGHTS.

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CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following is, as of the date hereof, a summary of the principal Canadian federal income tax considerations of the Arrangement generally applicable to a beneficial owner of Orbec Shares who disposes of Orbec Shares pursuant to the Arrangement and who, at all relevant times and for the purposes of the Tax Act, deals at arm's length with IAMGOLD and Orbec, is not affiliated or connected with IAMGOLD or Orbec, and holds its Orbec Shares, and will hold its IAMGOLD Shares acquired pursuant to the Arrangement, as capital property (a "Holder").

Orbec Shares and IAMGOLD Shares generally will be considered to be capital property to a Holder unless the Holder holds them in the course of carrying on a business of trading or dealing in securities, or in the course of an adventure or concern in the nature of trade.

This summary is not applicable to a Holder: (a) that is exempt from taxation under Part I of the Tax Act; (b) that is a "financial institution" or a "specified financial institution" (both as defined in the Tax Act); (c) an interest in which is, or whose Orbec Shares or IAMGOLD Shares are, a "tax shelter investment" (as defined in the Tax Act); (d) that has made a "functional currency" election under section 261 of the Tax Act; (e) that has entered into or will enter into, with respect to Orbec Shares or IAMGOLD Shares, a "synthetic disposition arrangement", or "derivative forward agreement" (each as defined in the Tax Act); (f) that is a "foreign affiliate" (as defined in the Tax Act) of a taxpayer resident in Canada; (g) that receives dividends on its IAMGOLD Shares under or as part of a "dividend rental arrangement" (as defined in the Tax Act); and (h) that is a corporation resident in Canada and is, or becomes, or does not deal at arm's length for purposes of the Tax Act with a corporation resident in Canada that is, or becomes, as part of a transaction or event or series of transactions or events that includes the Arrangement, controlled by a non-resident person, or group of non-resident persons not dealing with each other at arm's length for purposes of the "foreign affiliate dumping rules" in section 212.3 of the Tax Act.

This summary does not address the tax treatment applicable to Orbec Options and Orbec Warrants and, accordingly, all Optionholders and Warrantholders should consult with their own tax advisors in this regard.

This summary is based on the current provisions of the Tax Act, the regulations thereunder (the "Regulations") and counsel's understanding of the current published administrative practices and policies of the CRA publicly available before the date thereof. This summary also takes into account all specific proposals to amend the Tax Act and the Regulations announced by or on behalf of the Minister of Finance (Canada) before the date thereof (the "Proposed Amendments") and assumes that all Proposed Amendments will be enacted in the form proposed, although no assurances can be given in this regard. Except for the Proposed Amendments, this summary does not take into account or anticipate any changes in law, whether by legislative, governmental, regulatory, or judicial action or decision, or changes in the administrative practices of the CRA, nor does it take into account provincial, territorial or foreign income tax considerations, which may differ from the Canadian federal income tax considerations discussed below.

This summary is of a general nature only and is not exhaustive of all possible Canadian federal income tax considerations. This summary is not, and should not be construed as, legal, business or tax advice to any particular Holder and no representation with respect to the tax consequences to any particular Holder is made. Accordingly, all Holders should consult their own tax advisors regarding the Canadian federal income tax consequences of the Arrangement applicable to their particular circumstances.

Holders Resident in Canada

This portion of the summary applies to a Holder who, at all relevant times, is or is deemed to be resident in Canada for purposes of the Tax Act (a "Resident Holder").

A Resident Holder whose Orbec Shares or IAMGOLD Shares might not otherwise qualify as capital property may, in certain circumstances, treat such shares as capital property by making an irrevocable election pursuant to subsection 39(4) of the Tax Act to deem their Orbec Shares or IAMGOLD Shares and every other "Canadian security" (as defined in the Tax Act) owned by the Resident Holder in the taxation year in which the Resident Holder makes the election, and in all subsequent taxation years, to be capital property.

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Exchange of Orbec Shares under the Arrangement

Pursuant to terms of the Arrangement, a Resident Holder (other than a Resident Dissenter, as discussed below), will exchange a fraction of each Orbec Share to IAMGOLD for cash and the remaining fraction of such Orbec Share to IAMGOLD for IAMGOLD Shares. A Resident Holder will not recognize a capital gain (or a capital loss) on the disposition of the fraction of each Orbec Share so exchanged for IAMGOLD Shares pursuant to section 85.1 of the Tax Act, unless it chooses to recognize a capital gain (or a capital loss) by including such capital gain (or a capital loss) in computing its income for the taxation year in which the exchange takes place, as described below. A Resident Holder will recognize a capital gain (or a capital loss) on the disposition of the remaining fraction of each Orbec Share so exchanged for cash to the extent the amount of cash received, net of any reasonable costs of disposition, exceeds (or is less than) the adjusted cost base of such fraction of each Orbec Share. For this purpose, the adjusted cost base of each fraction is equal to the portion of the adjusted cost base of each Orbec Share that is the fraction of that Orbec Share being exchanged for cash to IAMGOLD. The remaining portion of the adjusted cost base of each Orbec Share is attributable to the fraction of each Orbec Share being exchanged for IAMGOLD Shares. See “Canadian Federal Income Tax Considerations - Holders Resident in Canada - Taxation of Capital Gains and Capital Losses” below.

Where a Resident Holder does not choose to recognize a capital gain (or a capital loss) in respect of the disposition of the fraction of an Orbec Share so exchanged for IAMGOLD Shares under the Arrangement, such Resident Holder will be considered to have disposed of that fraction of an Orbec Share for proceeds of disposition equal to the Resident Holder’s adjusted cost base of such fraction of the Orbec Share, determined immediately before the exchange, and the Resident Holder will be considered to have acquired the IAMGOLD Shares at an aggregate cost equal to the proceeds of disposition of all such fractions of Orbec Shares so exchanged for IAMGOLD Shares. This cost will be averaged with the adjusted cost base of all other IAMGOLD Shares held by the Resident Holder for the purposes of determining the adjusted cost base of each IAMGOLD Share held by the Resident Holder.

Where a Resident Holder chooses to recognize a capital gain (or a capital loss) in respect of the disposition of the fraction of an Orbec Share so exchanged for IAMGOLD Shares under the Arrangement, such Resident Holder will generally realize a capital gain (or a capital loss) equal to the amount, if any, by which the fair market value of the IAMGOLD Shares received is greater (or is less) than the aggregate of the Resident Holder’s adjusted cost base of all such fractions of Orbec Shares so exchanged for IAMGOLD Shares immediately before the time of disposition and any reasonable costs of disposition. See “Canadian Federal Income Tax Considerations - Holders Resident in Canada - Taxation of Capital Gains and Capital Losses” below. The cost to a Resident Holder of the IAMGOLD Shares acquired on such exchange in these circumstances will equal the fair market value of such IAMGOLD Shares at the time of such exchange. This cost will be averaged with the adjusted cost base of all other IAMGOLD Shares held by the Resident Holder for the purposes of determining the adjusted cost base of each IAMGOLD Share held by the Resident Holder.

Taxation of Capital Gains and Capital Losses

Generally, a Resident Holder will be required to include in computing its income for a taxation year one-half of the amount of any capital gain (a “taxable capital gain”) realized by it in that year. A Resident Holder will generally be entitled to deduct one half of the amount of any capital loss (an “allowable capital loss”) realized in a taxation year from taxable capital gains realized by the Resident Holder in that year. Allowable capital losses in excess of taxable capital gains for a taxation year may be carried back to any of the three preceding taxation years or carried forward to any subsequent taxation year and deducted against net taxable capital gains realized in such years, subject to the detailed rules contained in the Tax Act.

A capital loss realized by a Resident Holder that is a corporation may, to the extent and under the circumstances specified by the Tax Act, be reduced by the amount of dividends received or deemed to have been received by the corporation on such shares (or on a share for which such share is substituted or exchanged). Similar rules may apply where shares are owned by a partnership or trust of which a corporation, trust or partnership is a member or beneficiary. Resident Holders to whom these rules may be relevant should consult their own advisors.

Resident Holders should also note the comments below under “Canadian Federal Income Tax Considerations – Alternative Minimum Tax” and “Canadian Federal Income Tax Considerations - Additional Refundable Tax of Canadian-Controlled Private Corporations”.

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Dividends on IAMGOLD Shares

A Resident Holder who is an individual (other than certain trusts) will be required to include in income any dividends received or deemed to be received on IAMGOLD Shares, and will be subject to the gross-up and dividend tax credit rules applicable to “taxable dividends” received from a “taxable Canadian corporation” (each as defined in the Tax Act), including the enhanced gross-up and dividend tax credit rules applicable to any dividends designated by IAMGOLD as “eligible dividends” (as defined in the Tax Act). There may be certain restrictions on IAMGOLD’s ability to designate any dividends as eligible dividends.

A dividend received (or deemed to be received) by a Resident Holder that is a corporation will generally be deductible in computing the corporation’s taxable income. In certain circumstances, the Tax Act will treat a taxable dividend received by a Resident Holder that is a corporation as proceeds of disposition or a capital gain under subsection 55(2) of the Tax Act. Resident Holders that are corporations are urged to consult their own tax advisors having regard to their particular circumstances.

A Resident Holder that is a “private corporation” or a “subject corporation”, each as defined in the Tax Act, may be liable to pay tax under Part IV of the Tax Act (refundable in certain circumstances) on dividends received (or deemed to be received) on IAMGOLD Shares to the extent that such dividends are deductible in computing the Resident Holder’s taxable income for the taxation year. A “subject corporation” is generally a corporation (other than a private corporation) resident in Canada and controlled directly or indirectly by or for the benefit of an individual (other than a trust) or a related group of individuals (other than trusts).

Disposition of IAMGOLD Shares

A Resident Holder that disposes or is deemed to dispose of an IAMGOLD Share in a taxation year (other than a disposition to IAMGOLD in circumstances other than a purchase by IAMGOLD in the open market in the manner in which shares are normally purchased by a member of the public in the open market) generally will realize a capital gain (or a capital loss) equal to the amount by which the proceeds of disposition of the IAMGOLD Share exceeds (or are less than) the aggregate of the Resident Holder’s adjusted cost base of such IAMGOLD Share immediately before the disposition, and any reasonable costs of disposition. See “Canadian Federal Income Tax Considerations - Holders Resident in Canada - Taxation of Capital Gains and Capital Losses” above for a general description of the treatment of capital gains and capital losses under the Tax Act.

Alternative Minimum Tax

A capital gain realized, or a dividend received, by a Resident Holder who is an individual (including certain trusts) may give rise to liability for alternative minimum tax under the Tax Act.

Additional Refundable Tax of Canadian-Controlled Private Corporations

A Resident Holder that is a “Canadian-controlled private corporation” (as defined in the Tax Act) throughout the relevant taxation year, or a “substantive CCPC” (as defined in the Tax Act) at any time in the year, may be liable to pay an additional tax (refundable in certain circumstances) on its “aggregate investment income” (as defined in the Tax Act), which includes taxable capital gains, interest and dividends or deemed dividends not deductible in computing taxable income.

Dissenting Resident Holders

A Resident Holder who exercises Dissent Rights (a “Resident Dissenter”) will be deemed under the Arrangement to have transferred such Resident Dissenter’s Orbec Shares to IAMGOLD and will be entitled to be paid the fair value of the Resident Dissenter’s Orbec Shares.

A Resident Dissenter will be considered to have disposed of their Orbec Shares for proceeds of disposition equal to the amount of the payment received on account of the fair value of their Orbec Shares (excluding, for greater certainty, any amount that is in respect of interest awarded by a court). The Resident Dissenter will generally realize a capital gain (or a capital loss) equal to the amount by which such proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the aggregate of the Resident Dissenter’s adjusted cost base of their Orbec Shares determined immediately before the time of disposition. Any such capital gain or capital loss realized by a Resident Dissenter will be treated in the same manner as

described above under the heading “Canadian Federal Income Tax Considerations - Holders Resident in Canada - Taxation of Capital Gains and Capital Losses.

A Resident Dissenter must include in computing the Resident Dissenter’s income any interest awarded to it by the Court.

Eligibility for Investment

Based on the current provisions of the Tax Act and the Regulations in force as of the date hereof, the IAMGOLD Shares, if issued on the date hereof, would be “qualified investments” under the Tax Act and the Regulations for a trust governed by a “registered retirement savings plan”, a “registered retirement income fund”, a “tax-free savings account”, a “first home savings accountant”, a “registered education savings plan”, a “registered disability savings plan” (collectively, referred to as “Registered Plans”) or a “deferred profit sharing plan” (as those terms are defined in the Tax Act), provided that the IAMGOLD Shares are listed on a “designated stock exchange” as defined for purposes of the Tax Act (which currently includes the TSX) or IAMGOLD is a “public corporation” as defined in the Tax Act.

Notwithstanding the foregoing, if the IAMGOLD Shares are a “prohibited investment” within the meaning of the Tax Act for a Registered Plan at any time, the holder or subscriber of, or an annuitant under, the Registered Plan, as the case may be (the “Controlling Individual”), will be subject to penalty taxes as set out in the Tax Act. The IAMGOLD Shares will generally not be a “prohibited investment” for a Registered Plan if the Controlling Individual (a) deals at arm’s length with IAMGOLD for the purposes of the Tax Act, and (b) does not have a “significant interest” (as defined in subsection 207.01(4) of the Tax Act) in IAMGOLD. In addition, IAMGOLD Shares will not be a “prohibited investment” if the IAMGOLD Shares are “excluded property” (as defined in the Tax Act) for a Registered Plan.

Resident Holders who intend to hold IAMGOLD Shares in a Registered Plan or a deferred profit sharing plan should consult their own tax advisors in regard to their particular circumstances.

Holders Not Resident in Canada

This portion of the summary applies to a Holder who, at all relevant times, for the purposes of the Tax Act, is not, and is not deemed to be, resident in Canada and does not use or hold, and is not deemed to use or hold, Orbec Shares or IAMGOLD Shares in connection with carrying on a business in Canada (a “Non-Resident Holder”). Special rules, which are not discussed in this summary, may apply to a Non-Resident Holder that is an insurer carrying on business in Canada and elsewhere.

Exchange of Orbec Shares under the Arrangement and Subsequent Disposition of IAMGOLD Shares

A Non-Resident Holder whose Orbec Shares are exchanged for cash and IAMGOLD Shares under the Arrangement will not be subject to tax under the Tax Act on any capital gain realized on the exchange, nor will capital losses arising therefrom be recognized under the Tax Act, unless the Orbec Shares are “taxable Canadian property” of the Non-Resident Holder and are not “treaty-protected property” (as defined in the Tax Act) of the Non-Resident Holder at the Effective Time.

Similarly, any capital gain realized by a Non-Resident Holder on a disposition or deemed disposition of any IAMGOLD Shares acquired under the Arrangement will not be subject to tax under the Tax Act unless IAMGOLD Shares are taxable Canadian property and are not treaty-protected property of the Non-Resident Holder at the time of disposition.

Generally, an Orbec Share or an IAMGOLD Share, as the case may be, will not be taxable Canadian property of a Non-Resident Holder at a particular time provided that the share is listed on a “designated stock exchange” as defined in the Tax Act (which currently includes the TSX and the TSXV) unless, at any time during the 60-month period immediately preceding the disposition: (a) the Non-Resident Holder, any one or more other persons with whom the Non-Resident Holder does not deal at arm’s length, any partnership in which the Non-Resident Holder or a non-arm’s length person holds a membership interest directly or indirectly through one or more partnerships, or the Non-Resident Holder together with such persons or partnerships, held or had rights to acquire 25% or more of the issued shares of any class or series in the capital of Orbec or IAMGOLD, respectively; and (b) more than 50% of the fair market value of the share was derived directly or indirectly from one or any combination of real or immovable property situated in Canada, Canadian resource properties (as defined in the Tax Act), timber resource properties (as defined in the Tax Act), and options in respect of, or interests in, or for civil law rights in, any such properties (whether or not such property exists).

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Notwithstanding the foregoing, in certain other circumstances an Orbec Share or a IAMGOLD Share could be deemed to be taxable Canadian property for the purposes of the Tax Act. Non-Resident Holders should consult their own tax advisors in this regard.

An Orbec Share or an IAMGOLD Share that is taxable Canadian property of a Non-Resident Holder, may nevertheless be treaty-protected property of the Non-Resident Holder at the time of disposition (which time includes the Effective Time) for purposes of the Tax Act, if the capital gain from the disposition of that share would, because of an applicable income tax treaty to which Canada is a signatory, be exempt from tax under the Tax Act. Non-Resident Holders should consult their own tax advisors in this regard.

The tax consequences to a Non-Resident Holder who disposes of an Orbec Share or an IAMGOLD Share, as the case may be, that is taxable Canadian property and is not treaty-protected property will be similar to those of a Resident Holder as described above under “Canadian Federal Income Tax Considerations - Holders Resident in Canada - Exchange of Shares under the Arrangement”, and the taxation of any capital gain then realized will generally be as described above under “Canadian Federal Income Tax Considerations - Holders Resident in Canada - Taxation of Capital Gains and Capital Losses”.

Dividends on IAMGOLD Shares

Dividends paid or credited on IAMGOLD Shares to a Non-Resident Holder generally will be subject to Canadian withholding tax at a rate of 25% of the gross amount of the dividend, unless the rate is reduced under the provisions of an applicable income tax treaty to which Canada is a signatory. Under the Canada-United States Tax Convention (1980), as amended, (the “U.S. Treaty”) the rate of withholding tax on dividends paid or credited to a Non-Resident Holder that is resident in the U.S. for purposes of the U.S. Treaty, is the beneficial owner of the dividends, and is fully entitled to benefits under the U.S. Treaty (a “U.S. Holder”) is generally limited to 15% of the gross amount of the dividend. The rate of withholding tax is further reduced to 5% if the beneficial owner of such dividend is a U.S. Holder that is a company that owns, directly or indirectly, at least 10% of the voting stock of IAMGOLD.

Dissenting Non-Resident Holders

A Non-Resident Holder who exercises Dissent Rights (a “Non-Resident Dissenter”) will be deemed under the Arrangement to have transferred such Non-Resident Dissenter’s Orbec Shares to IAMGOLD and will be entitled to be paid the fair value of the Non-Resident Dissenter’s Orbec Shares.

A Non-Resident Dissenter will be considered to have disposed of their Orbec Shares for proceeds of disposition equal to the amount of the payment received on account of the fair value of their Orbec Shares (excluding, for greater certainty, any amount that is in respect of interest awarded by a court). As discussed above under “Canadian Federal Income Tax Considerations - Holders Not Resident in Canada - Exchange of Shares under the Arrangement and Subsequent Disposition of IAMGOLD Shares”, any resulting capital gain would only be subject to tax under the Tax Act if Shares are taxable Canadian property of the Non-Resident Holder at the Effective Time and are not treaty-protected property of the Non-Resident Holder at that time.

An amount paid in respect of interest awarded by the Court to a Non-Resident Dissenter should not be subject to Canadian withholding tax.

Non-Resident Holders that are considering exercising Dissent Rights should consult their tax advisers with respect to the Canadian federal income tax consequences of exercising their Dissent Rights.

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE ARRANGEMENT

The following is a general discussion of certain U.S. federal income tax considerations under the U.S. Tax Code generally applicable to certain U.S. Holders (as defined below) relating to the Arrangement, the receipt of the Consideration pursuant to the Arrangement, and the ownership and disposition of the IAMGOLD Shares by such U.S. Holders following the Arrangement. This discussion is based upon the provisions of the U.S. Tax Code, existing final and temporary Treasury regulations promulgated thereunder (the “Treasury Regulations”), the Canada-US Tax Treaty, and current administrative rulings and court decisions in effect on the date hereof, all of which are subject to change, possibly with retroactive effect, and to differing interpretations. Changes in these authorities may cause the U.S. federal income tax consequences to vary

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substantially from those described below. This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive or prospective basis. This summary does not address the U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state or local, U.S. federal net investment income or non-U.S. tax consequences to U.S. Holders of the Arrangement or the ownership and disposition of IAMGOLD Shares received pursuant to the Arrangement. This summary does not discuss the U.S. tax consequences of the Arrangement to holders with respect to their Orbec Options or Orbec Warrants. In addition, except as specifically set forth below, this summary does not discuss applicable tax reporting requirements.

No legal opinion from U.S. legal counsel or ruling from the United States Internal Revenue Service (the "IRS") has been requested, or is expected to be obtained, regarding the U.S. federal income tax consequences described herein. This discussion is not binding on the IRS or any court, and there can be no assurance that the IRS will not take a contrary position or that such a position would not be sustained by a court. This discussion also assumes that the Arrangement is carried out as described in this Circular and that the Arrangement is not integrated with any other transaction for U.S. federal income tax purposes.

This discussion is for general information only and is not intended to be, nor should it be construed to be, legal or tax advice to any holder of Orbec Shares (or, after the Arrangement, IAMGOLD Shares) and no opinion or representation with respect to the U.S. federal income tax consequences to any such holder is made. This summary does not take into account the individual facts and circumstances of any particular U.S. Holder that may affect the U.S. federal income tax consequences to such U.S. Holder, including specific tax consequences to a U.S. Holder under an applicable tax treaty. This discussion applies only to U.S. Holders that own Orbec Shares and will own IAMGOLD Shares as "capital assets" within the meaning of Section 1221 of the U.S. Tax Code (generally, property held for investment), and does not discuss all of the U.S. federal income tax considerations that may be relevant to specific U.S. Holders in light of their particular circumstances or to U.S. Holders subject to special treatment under U.S. federal income tax law including without limitation:

banks, trusts, mutual funds and other financial institutions;
regulated investment companies or real estate investment trusts;
traders in securities that elect to apply a mark-to-market method of accounting;
brokers, dealers or traders in securities, currencies or commodities;
tax-exempt organizations, tax-qualified retirement accounts, or pension funds;
insurance companies;
dealers or brokers in securities or foreign currency;
individual retirement and other tax-deferred accounts;
U.S. Holders whose functional currency is not the U.S. dollar;
U.S. expatriates or former long-term residents of the U.S.;
persons subject to taxing jurisdictions other than, or in addition to, the U.S.;
persons subject to special tax accounting rules;
U.S. Holders that own, directly, indirectly or constructively, five percent (5%) or more of the total voting power or total value of all of the outstanding stock of Orbec or IAMGOLD, as applicable;
persons liable for the alternative minimum tax;
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holders that hold their shares as part of a straddle, hedging, conversion, constructive sale or other risk reduction transaction;
holders other than U.S. Holders;
partnerships or other pass-through entities (and partners or other owners thereof);
S corporations (and shareholders thereof); and
holders, such as holders of Orbec Options or Orbec Warrants, who received their shares through the exercise or cancellation of employee stock options or otherwise as compensation for services or through a tax-qualified retirement plan.

U.S. Holders that are subject to special provisions under the U.S. Tax Code, including U.S. Holders described immediately above, should consult their own tax advisors regarding the U.S. federal, U.S. federal net investment income, U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and non-U.S. tax consequences relating to the Arrangement, the receipt of the Consideration pursuant to the Arrangement, and the ownership and disposition of the IAMGOLD Shares by such U.S. Holders following the Arrangement.

U.S. Holders are urged to also review the separate discussion concerning Canadian federal income tax consequences. See "Certain Canadian Federal Income Tax Considerations".

For purposes of this discussion, a "U.S. Holder" means a beneficial owner of Orbec Shares at the time of the Arrangement and, to the extent applicable, IAMGOLD Shares following the Arrangement, that is:

an individual who is a citizen or resident of the United States, as determined for U.S. federal income tax purposes;
a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in the United States or under the laws of the United States or any state thereof or the District of Columbia;
an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or
a trust if (1) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (2) the trust has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person for U.S. federal income tax purposes.

If a partnership, including for this purpose any entity or arrangement that is treated as a partnership or other "pass-through" entity for U.S. federal income tax purposes, holds Orbec Shares at the time of the Arrangement or, to the extent applicable, IAMGOLD Shares following the Arrangement, the tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partnership. A shareholder that is a partnership and a partner (or other owner) in such partnership is urged to consult its own tax advisors about the U.S. federal income tax consequences of the Arrangement.

THIS SUMMARY IS FOR GENERAL INFORMATION ONLY AND IS NOT INTENDED TO CONSTITUTE A COMPLETE DESCRIPTION OF ALL UNITED STATES TAX CONSEQUENCES RELATING TO THE ARRANGEMENT AND HOLDING AND DISPOSING OF IAMGOLD SHARES RECEIVED PURSUANT TO THE ARRANGEMENT. SHAREHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE U.S. FEDERAL INCOME AND OTHER TAX CONSIDERATIONS RELATING TO THE ARRANGEMENT IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES, AS WELL AS THE EFFECT OF ANY STATE, LOCAL OR NON-U.S. TAX LAWS.

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U.S. Federal Income Tax Consequences of the Arrangement and the Receipt of the Consideration Pursuant to the Arrangement

A U.S. Holder will generally recognize gain or loss on the exchange of Orbec Shares for cash and IAMGOLD Shares equal to the difference, if any, between (i) the U.S. dollar value of the Consideration received pursuant to the Arrangement and (ii) such U.S. Holder’s adjusted tax basis in the Orbec Shares surrendered in exchange therefor. Subject to the passive foreign investment company (“PFIC”) rules discussed below, such recognized gain or loss would generally constitute capital gain or loss and would constitute long-term capital gain or loss if the U.S. Holder’s holding period for the Orbec Shares exchanged is greater than one year as of the date of the exchange. Certain non-corporate U.S. Holders are entitled to preferential tax rates with respect to net long-term capital gains. The ability of a U.S. Holder to offset capital losses against ordinary income is limited. The deductibility of capital losses is subject to limitations under the U.S. Tax Code.

U.S. Federal Income Tax Consequences of the Ownership and Disposition of IAMGOLD Shares

The following discussion is subject in its entirety to the rules described below under the heading “Passive Foreign Investment Company Considerations”.

A U.S. Holder’s initial aggregate tax basis in the IAMGOLD Shares received pursuant to the Arrangement will be equal to the fair market value of such shares (determined as of the Effective Date), and the U.S. Holder’s holding period in the IAMGOLD Shares received should begin on the day after the Effective Date.

Distributions with Respect to IAMGOLD Shares

A U.S. Holder that receives a distribution, including a constructive distribution, with respect to an IAMGOLD Share will be required to include the amount of such distribution in gross income as a dividend (without reduction for any foreign income tax withheld from such distribution) to the extent of the current or accumulated “earnings and profits” of IAMGOLD, as computed for U.S. federal income tax purposes. To the extent that a distribution exceeds the current and accumulated “earnings and profits” of IAMGOLD, such distribution will be treated first as a tax-free return of capital to the extent of a U.S. Holder’s tax basis in the IAMGOLD Shares and thereafter as gain from the sale or exchange of such IAMGOLD Shares (see “Sale or Other Taxable Disposition of IAMGOLD Shares” below). However, IAMGOLD may not maintain the calculations of its earnings and profits in accordance with U.S. federal income tax principles, and each U.S. Holder may have to assume that any distribution by IAMGOLD with respect to the IAMGOLD Shares will constitute dividend income. Dividends received on IAMGOLD Shares by corporate U.S. Holders generally will not be eligible for the “dividends received deduction”. Subject to applicable limitations and provided IAMGOLD is eligible for the benefits of the Canada US Tax Treaty or the IAMGOLD Shares are readily tradable on a U.S. securities market, dividends paid by IAMGOLD to non-corporate U.S. Holders, including individuals, generally will be eligible for the preferential tax rates applicable to long-term capital gains for dividends, provided certain holding period and other conditions are satisfied, including that IAMGOLD not be classified as a PFIC in the tax year of distribution or in the preceding tax year. The dividend rules are complex, and each U.S. Holder is urged to consult its own tax advisor regarding the application of such rules.

Sale or Other Taxable Disposition of IAMGOLD Shares

A U.S. Holder will generally recognize gain or loss on the sale or other taxable disposition of IAMGOLD Shares in an amount equal to the difference, if any, between (a) the amount of cash plus the fair market value of any property received and (b) such U.S. Holder’s tax basis in such IAMGOLD Shares sold or otherwise disposed of. Any such gain or loss generally will be capital gain or loss, which will be long-term capital gain or loss if, at the time of the sale or other disposition, such IAMGOLD Shares are held for more than one year. Preferential tax rates apply to long-term capital gains of a U.S. Holder that is an individual, estate, or trust. There are currently no preferential tax rates for long-term capital gains of a U.S. Holder that is a corporation. Deductions for capital losses are subject to significant limitations under the U.S. Tax Code.

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Passive Foreign Investment Company Considerations

In General

A foreign corporation is a PFIC for U.S. federal income tax purposes if either (A) at least 75% of its gross income in a taxable year, including its pro rata share of the gross income of any corporation in which it is considered to own at least 25% of the shares by value, is passive income, or (B) at least 50% of its assets in a taxable year, ordinarily determined based on fair market value and averaged quarterly over the year, including its pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares by value, are held for the production of or produce passive income. Passive income generally includes dividends, interest, rents and royalties, and gains from the disposition of passive assets.

Orbec believes that it was a PFIC in certain prior tax years and based on current business plans and financial expectations, Orbec expects that it may be a PFIC for its current tax year. Based on current business plans and financial expectations, IAMGOLD expects that it should not be a PFIC for its current tax year and the foreseeable future. No opinion of legal counsel or ruling from the IRS concerning the status of Orbec or IAMGOLD as a PFIC has been obtained or is currently planned to be requested. The determination of whether any corporation was, is or will be, a PFIC for a tax year depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. In addition, whether any corporation will be a PFIC for any tax year depends on the assets and income of such corporation over the entire course of each such tax year and, as a result, often cannot be predicted with certainty for the current tax year or for any future tax year as of the date of this Circular. Accordingly, there can be no assurance that Orbec has been or will be, or that IAMGOLD is not, has not been and will not become, a PFIC. Nor can there be any assurance that the IRS will not challenge any determination either corporation might make concerning its PFIC status. If any corporation is a PFIC for any year during which a U.S. Holder holds its shares, such holder will be subject to the rules described below under "Consequences of PFIC Status."

Each U.S. Holder should consult its own tax advisors regarding PFIC status.

If either Orbec or IAMGOLD is classified as a PFIC for any taxable year or portion of a taxable year that is included in a U.S. Holder's holding period, and the U.S. Holder does not timely make either a QEF election or does not or is not eligible to make a mark-to-market election (each as defined below), the U.S. Holder generally will be subject to the following "PFIC Rules" with respect to the applicable corporation's shares:

each distribution to the U.S. Holder will be deemed to be an "excess distribution" to the extent of its pro rata share of any excess of the aggregate of all distributions made to the U.S. Holder in the U.S. Holder's current taxable year over 125% of the three-year moving average of such aggregates;
gain recognized by a U.S. Holder on a sale or other disposition of shares, including the disposition of the Orbec Shares pursuant to the Arrangement, will also be deemed to be an excess distribution;
each excess distribution will be allocated pro rata to each day in the U.S. Holder's holding period, up to the date of the distribution;
the amounts allocated to the U.S. Holder's current taxable year, and the amounts allocated to the period in the U.S. Holder's holding period which pre-dates such corporation's status as a PFIC, if there is such a period, will be taxed as ordinary income (not long-term capital gain);
the amounts allocated to any other taxable year or part of a year will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and
the tax liabilities that arise from the amounts allocated to each such other taxable year will accrue retroactive interest as unpaid taxes. U.S. Holders that are not corporations must treat any such interest paid as "personal interest," which is not deductible.

A U.S. Holder that holds shares in a year in which the relevant corporation is a PFIC will continue to be treated as owning shares of a PFIC in later years even if such corporation is no longer a PFIC in those later years.

QEF Election

If a corporation is a PFIC, a U.S. Holder may avoid the PFIC Rules with respect to such corporation’s shares by making a timely QEF election during the first taxable year in which such corporation is a PFIC and in which the U.S. Holder holds or is deemed to hold such shares. If a U.S. Holder makes a QEF election, it will become subject to the following “QEF Allocation Rules”:

The U.S. Holder will include in its income in each of its taxable years in which or with which a taxable year of the corporation ends, its pro rata share of such corporation’s net capital gain (as long-term capital gain) and any other earnings and profits (as ordinary income), regardless of whether such corporation distributes such gain or earnings and profits to the U.S. Holder;
The U.S. Holder’s tax basis in its shares will be increased by the amount of such income inclusions;
Distributions of previously included earnings and profits will not be taxable in the U.S. to the U.S. Holder;
The U.S. Holder’s tax basis in its shares will be decreased by the amount of such distributions; and
Any gain recognized by the U.S. Holder on a sale, redemption or other taxable disposition of its shares will be taxable as capital gain and no interest charge will be imposed.

A U.S. Holder that makes a QEF election may make an additional election to defer payment of its liability for tax on included but undistributed income, but such deferred payments are subject to an interest charge.

A QEF election is made on a shareholder-by-shareholder basis and may be revoked only with the consent of the IRS. A U.S. Holder generally makes a QEF election by attaching a completed IRS Form 8621 (Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund), including the information provided in a PFIC annual information statement, to a timely filed U.S. federal income tax return for the tax year of the U.S. Holder to which the election relates. Retroactive QEF elections generally may be made only by filing a protective statement with such return and if certain other conditions are met or with the consent of the IRS. U.S. Holders are urged to consult their own tax advisors regarding the availability and tax consequences of a retroactive QEF election under their particular circumstances.

To comply with the requirements of a QEF election, a U.S. Holder must receive a PFIC annual information statement from the corporation. For each tax year of Orbec, including the tax year which includes the Effective Date, Orbec shall, and after the Effective Date, IAMGOLD shall cause Orbec to, make available to U.S. Holders, upon their written request, information including without limitation a PFIC annual information statement that such U.S. Holder requires to make or maintain a QEF election with respect to Orbec. Orbec may elect to provide such information on its website. However, no assurance can be given that, after the Effective Date, IAMGOLD will endeavour to provide each U.S. Holder such information as the IRS may require, including a PFIC annual information statement, to enable the U.S. Holder to make and maintain a QEF election in respect of IAMGOLD in the event IAMGOLD determined it constituted a PFIC. Furthermore, even if IAMGOLD were to so endeavour, there can be no assurance that IAMGOLD will have timely knowledge of its status as a PFIC in the future or of the information that would be required to be provided with respect to a QEF election. Accordingly, a U.S. Holder may not be able to make a QEF election with respect to IAMGOLD.

A U.S. Holder that makes a timely and effective QEF election in the first taxable year in which the corporation is a PFIC and in which the U.S. Holder holds or is deemed to hold its shares will avoid the PFIC Rules and will not be subject to the QEF Allocation Rules in any taxable year of the corporation that ends within or with a taxable year of the U.S. Holder and in which such corporation is not a PFIC. However, if the U.S. Holder’s QEF election is not effective for each of the corporation’s taxable years in which it is a PFIC and in which the U.S. Holder holds or is deemed to hold such corporation’s shares, the PFIC Rules will apply to the U.S. Holder until the U.S. Holder makes a purging election. If a U.S. Holder makes a purging election the following occurs: (1) the U.S. Holder is deemed to sell its shares at their fair market value; (2) the gain recognized by the U.S. Holder in the deemed sale is taxed under the PFIC Rules; (3) the U.S. Holder obtains a new basis and holding period in its shares for PFIC purposes; and (4) the U.S. Holder becomes eligible to make a QEF election.

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Mark-to-Market Election

If a PFIC's shares are regularly traded on a registered national securities exchange or certain other exchanges or markets, they may constitute "marketable stock" for purposes of the PFIC rules. In such case, a U.S. Holder would not be subject to the foregoing PFIC Rules if such U.S. Holder made a mark-to-market election with respect to such PFIC's shares. U.S. Holders should consult their own tax advisors regarding the rules for making a mark-to-market election.

Subsidiary PFICs

A PFIC may own interests in other entities that are classified as PFICs. In such event, a U.S. Holder will be deemed to own a portion of the parent corporation's shares in such subsidiary PFIC and could incur liability under the PFIC Rules if the parent corporation receives a distribution from (including a sale of its shares in) a subsidiary PFIC, or if the U.S. Holder is otherwise deemed to have disposed of an interest in a subsidiary PFIC. If a U.S. Holder makes a QEF election with respect to a subsidiary PFIC, tracking the tax bases of the U.S. Holder's interests in the tiered PFIC structure will become extremely complicated. There is no assurance that IAMGOLD will have timely knowledge of the PFIC status of any subsidiary. In addition, IAMGOLD may not hold a controlling interest in any such subsidiary PFIC and thus there can be no assurance it will be able to cause the subsidiary PFIC to provide the required information. U.S. Holders are urged to consult their own tax advisors regarding the tax issues surrounding subsidiary PFICs.

PFIC Reporting Requirements

A U.S. Holder that owns or is deemed to own PFIC shares in any taxable year of the U.S. Holder may have to file an IRS Form 8621, Information Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund, (whether or not a QEF or mark-to-market election is made) and provide such other information as may be required by the U.S. Treasury Department. Failure to file a required form or provide required information will extend the statute of limitations on assessment of a deficiency until the required form or information is furnished to the IRS.

The rules for PFICs, QEF elections, mark-to-market elections and other elections are complex and affected by various factors in addition to those described above. U.S. Holders are urged to consult their own tax advisors regarding the application of the rules to their particular circumstances.

Foreign Tax Credits and Limitations

Subject to the PFIC rules discussed above, a U.S. Holder that pays, through withholding, Canadian tax, with respect to any dividends or in connection with a sale, redemption or other taxable disposition of shares may generally elect for any taxable year to receive either a credit or a deduction for all foreign income taxes paid by such holder during the year. The foreign tax credit rules are complex and involve the application of rules that depend on a U.S. Holder's particular circumstances. Each U.S. Holder should consult its own tax advisor regarding applicable foreign tax credit rules.

Receipt of Foreign Currency

The amount of any distribution paid to a U.S. Holder in foreign currency, or the amount of proceeds paid in foreign currency on the sale, exchange or other taxable disposition of shares, generally will be equal to the U.S. dollar value of such foreign currency based on the exchange rate applicable on the date of receipt (regardless of whether such foreign currency is converted into U.S. dollars at that time). A U.S. Holder will have a basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Any U.S. Holder who converts or otherwise disposes of the foreign currency after the date of receipt may have a foreign currency exchange gain or loss that would be treated as ordinary income or loss, and generally will be U.S. source income or loss for foreign tax credit purposes. Different rules apply to U.S. Holders who use the accrual method of tax accounting. Each U.S. Holder should consult its own tax advisors concerning issues related to foreign currency.

Payments Related to Dissent Rights

For U.S. federal income tax purposes, a U.S. Holder that receives a payment for its Orbec Shares pursuant to the exercise of Dissent Rights will generally recognize gain or loss equal to the difference, if any, between (i) the sum of the U.S. dollar value of the cash received and (ii) such U.S. Holder's adjusted tax basis in the Orbec Shares surrendered in exchange therefor. Subject

to the PFIC rules discussed above, such recognized gain or loss would generally constitute capital gain or loss and would constitute long-term capital gain or loss if the U.S. Holder's holding period for the Dissent Shares exchanged is greater than one year as of the date of the exchange. Certain non-corporate U.S. Holders are entitled to preferential tax rates with respect to net long-term capital gains. The ability of a U.S. Holder to offset capital losses against ordinary income is limited. The deductibility of capital losses is subject to limitations under the U.S. Tax Code.

Backup Withholding and Information Reporting

The proceeds of a sale or deemed sale by a U.S. Holder of Orbec Shares or IAMGOLD Shares, or distributions thereon, may be subject to information reporting to the IRS and to U.S. backup withholding. Backup withholding will not apply, however, to a U.S. Holder that furnishes a correct taxpayer identification number and makes other required certifications, or that is otherwise exempt from backup withholding and establishes such exempt status.

Backup withholding is not an additional tax. Amounts withheld may be credited against a U.S. Holder's U.S. federal income tax liability, and a U.S. Holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing an appropriate claim for refund with the IRS and furnishing any required information.

Specified Foreign Financial Assets Reporting

Certain U.S. Holders that hold "specified foreign financial assets" are generally required to attach to their annual returns a completed IRS Form 8938, Statement of Specified Foreign Financial Assets, with respect to such assets (and can be subject to substantial penalties for failure to file). The definition of specified foreign financial asset includes not only financial accounts maintained in foreign financial institutions, but also, if held for investment and not held in an account maintained by a financial institution, securities of non-U.S. issuers (subject to certain exceptions, including an exception for securities of non-U.S. issuers held in accounts maintained by domestic financial institutions). U.S. Holders are urged to consult their own tax advisors regarding the possible reporting requirements with respect to their investments in Orbec Shares or IAMGOLD Shares and the penalties for non-compliance.

THIS DISCUSSION IS GENERAL IN NATURE AND DOES NOT DISCUSS ALL ASPECTS OF U.S. FEDERAL INCOME TAXATION THAT MAY BE RELEVANT TO A PARTICULAR SHAREHOLDER IN LIGHT OF THE SHAREHOLDER'S PARTICULAR CIRCUMSTANCES, OR TO CERTAIN TYPES OF SHAREHOLDERS SUBJECT TO SPECIAL TREATMENT UNDER U.S. FEDERAL INCOME TAX LAWS. YOU ARE URGED TO CONSULT WITH YOUR OWN TAX ADVISOR TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO YOU OF THE ARRANGEMENT AND THE HOLDING AND DISPOSING OF IAMGOLD SHARES RECEIVED PURSUANT TO THE ARRANGEMENT, INCLUDING THE APPLICABILITY AND EFFECT OF STATE, LOCAL AND FOREIGN TAX LAWS.

INDEBTEDNESS OF OFFICERS AND DIRECTORS OF ORBEC

No director, executive officer, or employee of Orbec or any of its subsidiaries, former director, executive officer, or employee of Orbec or any of its subsidiaries, or any associate of any of the foregoing, (i) has been or is indebted to Orbec or any of its subsidiaries, at any time during its last completed fiscal year, or (ii) has had any indebtedness to another entity at any time during its last completed fiscal year which has been the subject of a guarantee, support agreement, letter of credit, or other similar arrangement provided by Orbec or any of its subsidiaries.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as disclosed herein, no director or executive officer of Orbec who has held such position at any time since January 1, 2024, and no associate or affiliate of any such person, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting.

See "The Arrangement – Interests of Certain Directors and Executive Officers in the Arrangement".

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INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as otherwise disclosed in this Circular, to the knowledge of Orbec, after reasonable enquiry, no informed person of Orbec, or any associate or affiliate of any informed person, has or had any material interest, direct or indirect, in any transaction since the commencement of Orbec’s most recently completed fiscal year or in any proposed transaction which has materially affected or would materially affect Orbec.

MANAGEMENT CONTRACTS

No management functions of the Company or any Subsidiaries are performed to any substantial degree by a person other than the directors or executive officers of the Company.

ADDITIONAL INFORMATION

Additional information relating to the Company is available on SEDAR+ at www.sedarplus.ca and on the Company’s website at www.orbec.ca. Financial information is provided in the Company’s audited consolidated financial statements and management discussion and analysis its most recently completed financial year which are filed on SEDAR+. In addition, copies of the Company Annual Financial Statements, the Company MD&A and this Circular may be obtained free of charge upon request to the Company at Suite 330, 215 Spadina Ave., Toronto, Ontario, M5T 2C7, Attention: John Tait, Chief Executive Officer.

The Company’s news releases and the Company’s other filings with the applicable securities regulatory authorities in the provinces of British Columbia, Alberta and Ontario, may also be found under the Company’s issuer profile on SEDAR+ at www.sedarplus.ca and on the Company’s website at www.orbec.ca.

OTHER MATTERS

There is no information or matter not disclosed in this Circular but known to the Company that would be reasonably expected to affect the decision of Securityholders to vote for or against the Arrangement Resolution.

APPROVAL OF THE BOARD OF DIRECTORS

The contents and the mailing to the Securityholders of this Circular have been approved by the Board.

A copy of this Circular has been sent to each director on the Board, each Securityholder entitled to notice of the Meeting, and the auditor of the Company.

DATED at Toronto, Ontario this 10th day of November, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ “John Tait”

John Tait
President, Chief Executive Officer and a Director

CONSENT OF EVANS & EVANS, INC.

To: The Board of Directors of Mines D'Or Orbec Inc.

We refer to the full text of the written fairness opinion dated October 19, 2025 (the “Fairness Opinion”) which we prepared for the benefit and use of the board of directors of Mines D’Or Orbec Inc. (“Orbec”) in connection with the plan of arrangement involving, among others, Orbec, its securityholders, and IAMGOLD Corporation (as described in Orbec’s management information circular dated as of November 10, 2025 (the “Circular”)).

We hereby consent to the inclusion of the Fairness Opinion as Appendix C attached to this Circular, and reference to our firm name and the Fairness Opinion in the Circular.

Our Fairness Opinion was given as of October 19, 2025 and remains subject to the assumptions, qualifications and limitations contained therein. In providing our consent, Evans & Evans, Inc. does not intend that any person other than the board of directors of Orbec may or will rely on the Fairness Opinion.

DATED as of November 10, 2025

/s/ “Evans & Evans, Inc.”
EVANS & EVANS, INC.
Vancouver, British Columbia

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APPENDIX A
ARRANGEMENT RESOLUTION

BE IT RESOLVED THAT:

A The arrangement (the “Arrangement”) under Section 182 of the Business Corporations Act (Ontario) (the “OBCA”) of Mines D’Or Orbec Inc. (the “Corporation”), as more particularly described and set forth in the management proxy circular (the “Circular”) dated November 10, 2025 of the Corporation accompanying the notice of this meeting and as it may be amended, modified or supplemented in accordance with the arrangement agreement dated October 19, 2025 between the Corporation and IAMGOLD Corporation (as it may from time to time be amended, modified or supplemented, the “Arrangement Agreement”), is hereby authorized, approved and adopted.

B The plan of arrangement of the Corporation (the “Plan of Arrangement”), as it may be amended, modified or supplemented in accordance with its terms and the Arrangement Agreement, the full text of which is set out in Appendix “A” to the Circular, is hereby authorized, approved and adopted.

C The (i) Arrangement Agreement and all related transactions contemplated therein, (ii) actions of the directors of the Corporation in approving the Arrangement and Arrangement Agreement, and (iii) actions of the directors and officers of the Corporation in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approved.

D The Corporation is hereby authorized to apply for a final order from the Ontario Superior Court of Justice, or other court as applicable to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be amended, modified or supplemented).

E Notwithstanding that this resolution has been passed (and the Arrangement approved and adopted) by the securityholders of the Corporation or that the Arrangement has been approved by the Ontario Superior Court of Justice, or other court as applicable, the directors of the Corporation are hereby authorized and empowered to, without notice to or approval of the securityholders of the Corporation, (i) amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement but solely to the extent permitted thereby, and (ii) subject to the express terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactions.

F Any one officer or director of the Corporation is hereby authorized and directed for and on behalf of the Corporation to execute and deliver such documents as may be necessary or desirable to give effect to the Arrangement in accordance with the Arrangement Agreement, such determination to be conclusively evidenced by the execution and delivery of such documents.

G Any one officer or director of the Corporation is hereby authorized and directed for and on behalf of the Corporation to execute or cause to be executed and to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as such person determines may be necessary or desirable to give full effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing.

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APPENDIX B
PLAN OF ARRANGEMENT
PLAN OF ARRANGEMENT
UNDER SECTION 182 OF
THE BUSINESS CORPORATIONS ACT (ONTARIO)

Article 1
DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Plan of Arrangement, unless the context otherwise requires, capitalized terms used but not defined shall have the meanings ascribed to them below:

"Arrangement" means an arrangement pursuant to the provisions of Sections 182 and 183 of the OBCA in accordance with the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations thereto made in accordance with Section 8.4 of the Arrangement Agreement or the Plan of Arrangement or made at the direction of the Court either in the Interim Order or Final Order with the written consent of the Company and the Purchaser, each acting reasonably;

"Arrangement Agreement" means the arrangement agreement dated as of October 19, 2025 between the Company and the Purchaser, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof;

"Arrangement Resolution" means the special resolution of the Company Securityholders approving the Plan of Arrangement to be considered at the Meeting, to be substantially in the form and with the content of Schedule A to the Arrangement Agreement, subject to any amendments or variations thereto made in accordance with the terms of the Arrangement Agreement or made at the direction of the Court in the Interim Order with the consent of the Company and the Purchaser, each acting reasonably;

"Broker" has the meaning ascribed thereto in Section 5.3(b);

"Business Day" means any day (other than a Saturday, a Sunday or a statutory or civic holiday) on which commercial banks located in Toronto, Ontario are open for the conduct of business;

"Cash Consideration" means C$0.0625 per each fraction of a Company Share equal to 50% of each Company Share;

"Circular" means the notice of the Meeting and accompanying management information circular, including all schedules, appendices and exhibits thereto, and information incorporated by reference in such management information circular, to be sent to, among others, the Company Securityholders in connection with the Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of the Arrangement Agreement;

"Company" means Mines d'Or Orbec Inc., a corporation existing under the laws of the Province of Ontario;

"Company In-the-Money Option" means a Company Option having an In-the-Money Amount at the Effective Time;

"Company In-the-Money Option Consideration" means, in respect of a Company In-the-Money Option, a cash payment (without interest), by or on behalf of the Company, equal to the positive amount (if any) by which the Consideration exceeds the exercise price of such Company In-the-Money Option, multiplied by the number of Company Shares such Company Option entitles the holder thereof to purchase;

"Company In-the-Money Warrant" means a Company Warrant having an In-the-Money Amount at the Effective Time;

"Company In-the-Money Warrant Consideration" means, in respect of a Company In-the-Money Warrant, a cash payment (without interest), by or on behalf of the Company, equal to the positive amount (if any) by which the Consideration exceeds

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the exercise price of such Company In-the-Money Warrant, multiplied by the number of Company Shares such Company Warrant entitles the holder thereof to purchase;

"Company Options" means the options to purchase Company Shares granted under and/or governed by the Stock Option Plan, or a legacy stock option plan, which are outstanding as of the Effective Time;

"Company Securities" means, collectively, the Company Shares and the Convertible Securities;

"Company Securityholders" means the holders of the Company Securities;

"Company Shareholders" means the registered and/or beneficial holders of the Company Shares, as the context requires, immediately prior to the Effective Time;

"Company Shares" means the common shares in the capital of the Company, including common shares issued prior to completion of the Arrangement on the conversion, exchange, exercise or settlement of Convertible Securities;

"Company Warrants" means all the outstanding warrants of the Company, each of which entitles the holder to purchase one Company Share, at the exercise prices and with the expiry dates listed thereon;

"Consideration" means the consideration to be received by the Company Shareholders pursuant to the Plan of Arrangement as consideration for their Company Shares, consisting of the Share Consideration and the Cash Consideration;

"Convertible Securities" means, collectively, the Company Options and the Company Warrants;

"Court" means the Ontario Superior Court of Justice (Commercial List);

"DRS Advice" shall have the meaning ascribed thereto in Section 5.1(b);

"Depository" means Computershare Trust Company of Canada, in its capacity as depositary for the Arrangement;

"Dissent Rights" has the meaning specified in Section 4.1(a);

"Dissenting Shareholder" means a registered Company Shareholder as of the record date who has validly exercised its Dissent Rights and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights in respect of the Arrangement Resolution in strict compliance with the Dissent Rights and whose Dissent Rights remain valid immediately prior to the Effective Time, but only in respect of the Company Shares in respect of which Dissent Rights are validly exercised by such registered Company Shareholder;

"Effective Date" means the date upon which the Arrangement is consummated and becomes effective, which will be the date shown on the Certificate of Arrangement, as set out in Section 2.7 of the Arrangement Agreement;

"Effective Time" means 12:01 a.m. (Toronto time) on the Effective Date, or such other time as the Company and the Purchaser agree to in writing before the Effective Date;

"Former Company Securityholders" means, at and following the Effective Time, the registered holders of Company Securities immediately prior to the Effective Time;

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"Former Company Shareholders" means, at and following the Effective Time, the registered holders of Company Shares immediately prior to the Effective Time;

"Interim Order" means the interim order of the Court, in a form acceptable to the Company and the Purchaser, each acting reasonably, providing for, among other things, the calling and holding of the Meeting, as such order may be amended, modified, supplemented or varied by the Court (provided that any such amendment, modification, supplement or variation is acceptable to both the Company and the Purchaser, each acting reasonably);

"In-the-Money Amount" means, in respect of a Company Option or a Company Warrant, the amount, if any, by which the fair market value of the Company Share that a Company Optionholder or a Company Warrantholder is entitled to acquire on exercise of the Company Option or the Company Warrant, as the case may be, immediately before the Effective Time exceeds the exercise price of such Company Option or Company Warrant at that time;

"Law" or "Laws" means any applicable laws, including international, multinational, federal, national, provincial, state, municipal and local laws (statutory, common or otherwise), constitutions, treaties, conventions, statutes, principles of law and equity, rulings, ordinances, judgments, determinations, awards, decrees, injunctions, writs, certificates and orders, notices, bylaws, rules, regulations, ordinances, or other requirements, guidelines, policies or instruments, whether domestic or foreign, and the terms and conditions of any grant of approval, permission, authority or licence or other similar requirement enacted, adopted, promulgated, or applied by any Governmental Entity having the force of law, and the term "applicable" with respect to such Laws and in a context that refers to one or more persons, means such Laws as are binding upon or applicable to such person or its assets;

"Letter of Transmittal" means the letter of transmittal to be delivered by the Company to the Company Shareholders for use in connection with the Arrangement;

"Liens" means any mortgage, hypothec, pledge, assignment, charge, lien, claim, security interest, encroachment, option, right of first refusal or first offer, occupancy rights, defect in title, covenants, adverse interest, adverse claim, easement, right of way or other third person interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing;

"Meeting" means the special meeting of the Company Securityholders, including any adjournment or postponement thereof in accordance with the terms of the Arrangement Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution among other matters;

"OBCA" means the Business Corporations Act (Ontario);

"Optionholders" means the registered holders of Company Options;

"Parties" means, together, the Company and the Purchaser, and "Party" means either of them;

"Person" includes an individual, general partnership, limited partnership, Company, company, limited liability company, body corporate, joint venture, unincorporated organization, other form of business organization, trust, trustee, executor, administrator or other legal representative, Governmental Entity or any other entity, whether or not having legal status;

"Plan of Arrangement" means this plan of arrangement and any amendments or variations hereto made in accordance with the terms of the Arrangement Agreement or this Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably;

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"Purchaser" means IAMGOLD Corporation, a Company existing under the federal laws of Canada;

"Purchaser Shares" means common shares in the capital of Purchaser;

"Share Consideration" means 0.003466 of a Purchaser Share per each fraction of a Company Share equal to 50% of each Company Share;

"Stock Option Plan" means the incentive stock option plan dated December 20, 2024, as amended on May 21, 2025, pursuant to which options to purchase Company Shares were granted and are outstanding;

"Tax Act" means the Income Tax Act (Canada) and the regulations made thereunder, as now in effect and as they may be promulgated or amended from time to time;

"Taxes" means, with respect to any person, (i) all supranational, federal, state, local, provincial, territorial branch or other taxes, including income taxes, gross receipts taxes, windfall profits taxes, value-added taxes, severance taxes, ad valorem taxes, property taxes, capital taxes, net worth taxes, production taxes, sales taxes, use taxes, licence taxes, excise taxes, franchise taxes, environmental taxes, transfer taxes, withholding or similar taxes, payroll taxes, employment taxes, pension plan premiums, social security premiums, workers' compensation premiums, employment insurance or compensation premiums, stamp taxes, occupation taxes, premium taxes, alternative or add-on minimum taxes, goods and services taxes, harmonized sales taxes, abandoned or unclaimed (escheat) taxes, customs duties or other taxes of any kind whatsoever imposed or charged by any Governmental Entity, together with instalments of any such taxes and any interest, penalties, or additions with respect thereto and any interest in respect of such additions or penalties, and (ii) any liability for the payment of any amount described in clause (i) of this definition as a result of being a member of an affiliated, consolidated, combined or unitary group for any period, as a result of any Tax sharing or Tax allocation agreement, arrangement or understanding, or as a result of being liable to another person's Taxes as a transferee or successor, by contract or otherwise;

"Warrant Letter" means the letter of transmittal to be delivered by the Company to the holders of Company In-the-Money Warrants for use in connection with the Arrangement; and

"Warrantholders" means the registered holders of Company Warrants.

1.2 Interpretation Not Affected by Headings

The division of this Plan of Arrangement into Articles, Sections, subsections, paragraphs and clauses and the insertion of headings are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Plan of Arrangement. Unless the contrary intention appears, references in this Plan of Arrangement to an Article, Section, Subsection, paragraph or clause by number or letter or both refer to the Article, Section, Subsection, paragraph or clause, respectively, bearing that designation in this Plan of Arrangement.

1.3 Number and Gender

In this Plan of Arrangement, unless the contrary intention appears, words importing the singular include the plural and vice versa, and words importing gender include all genders.

1.4 Date for any Action

If the date on which any action is required to be taken hereunder by a Party is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day. In this Plan of Arrangement, references from or through any date mean, unless otherwise specified, from and including that date and/or through and including that date, respectively.

1.5 Currency

Unless otherwise stated, all references in this Plan of Arrangement to sums of money are expressed in, and all payments provided for herein shall be made in lawful money of Canada and “$” refers to such lawful money of Canada.

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1.6 Other Definitional and Interpretive Provisions

(a) References in this Plan of Arrangement to the words “include”, “includes” or “including” shall be deemed to be followed by the words “without limitation” whether or not they are in fact followed by those words or words of like import.

(b) References to “the aggregate of”, “the total of”, “the sum of”, or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of,”.

(c) The words “hereof”, “herein” and “hereunder” and words of like import used in this Plan of Arrangement shall refer to this Plan of Arrangement as a whole and not to any particular provision of this Plan of Arrangement.

(d) References to time herein or in any Letter of Transmittal are to local time, Toronto, Ontario.

(e) References to any agreement, contract, license, lease, indenture, arrangement or commitment are to that agreement, contract, license, lease, indenture, arrangement or commitment as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof.

(f) Any reference in this Plan of Arrangement to any Person includes its heirs, administrators, executors, legal personal representatives, predecessors, successors and permitted assigns of that Person.

(g) References to a particular statute or Law shall be to such statute or Law and the rules, regulations and published policies made thereunder, as now in effect and as they may be promulgated thereunder or amended from time to time and any statute or regulation that supplements or supersedes such statute or regulation.

1.7 Time

Time shall be of the essence in every matter or action contemplated hereunder. All times expressed herein are local time in Toronto, Ontario unless otherwise stipulated herein.

Article 2 ARRANGEMENT AGREEMENT

2.1 Arrangement Agreement

This Plan of Arrangement is made pursuant to, and is subject to the provisions of, the Arrangement Agreement. If there is any inconsistency or conflict between the provisions of this Plan of Arrangement and the provisions of the Arrangement Agreement, the provisions of this Plan of Arrangement shall govern.

2.2 Binding Effect

At the Effective Time, this Plan of Arrangement and the Arrangement shall become effective, and be binding on the Purchaser, the Company, the Company Shareholders (including Dissenting Shareholders), all holders and beneficial owners of Convertible Securities, the registrar and transfer agent in respect of the Company Shares and the Purchaser Shares and the Depositary, in each case without any further action or formality required on the part of any Person.

Article 3 ARRANGEMENT

3.1 Arrangement

Each of the following events shall occur and shall be deemed to occur sequentially as set out below without any further authorization, act or formality by the Parties or any other Person, and in each case, unless stated otherwise, effective as at one (1) minute intervals starting at the Effective Time; provided, that, the exchanges and cancellations provided for in this Section

3.1 shall be deemed to occur on the Effective Date, notwithstanding that certain of the procedures related thereto are not completed until after the Effective Date:

(a) notwithstanding the terms of the Stock Option Plan, the applicable Option Agreement and any other instrument or document governing a Company Option:

(i) each Company In-the-Money Option whether vested or unvested, that is outstanding immediately prior to the Effective Time, shall be unconditionally vested and exercisable, and shall be, without any further authorization, act or formality, including by or on behalf of the holder of such Company Option, deemed to be surrendered, assigned and transferred by the holder thereof to the Company (free and clear of all Liens) in exchange for the Company In-the-Money Option Consideration, less any applicable withholdings pursuant to Section 5.3;

(ii) each Company Option (other than a Company In-the-Money Option) whether vested or unvested, that is outstanding immediately prior to the Effective Time, shall be unconditionally vested and exercisable, and shall be, without any further action by or on behalf of the holder of such Company Option, cancelled without any payment therefor;

(iii) with respect to each Company Option surrendered, assigned and transferred under Section 3.1(a)(i) or cancelled under Section 3.1(a)(ii), as of the Effective Time of such surrender, assignment and transfer or cancellation thereof, as applicable:

(A) the applicable Optionholder shall cease to be the holder of such Company Option;

(B) the applicable Optionholder shall cease to have any rights as a holder in respect of such Company Option, or under the Stock Option Plan, legacy stock option or option agreement, other than the right to receive the consideration, if any, less applicable withholdings, to which such holder is entitled pursuant to this Section 3.1(a);

(D) all agreements, grants and similar instruments relating thereto (including, if applicable, the Stock Option Plan) shall be cancelled and terminated;

(b) notwithstanding the terms of the applicable warrant certificate and any other instrument or document governing a Company Warrant:

(i) each Company In-the-Money Warrant that is outstanding immediately prior to the Effective Time shall be, without any further action by or on behalf of the holder of such Company Warrant, deemed to be surrendered, assigned and transferred by the holder thereof to the Company (free and clear of all Liens) in exchange for the Company In-the-Money Warrant Consideration (except that the Company In-the-Money Warrants held by the Purchaser shall be surrendered, assigned and transferred without any consideration), less any applicable withholdings pursuant to Section 5.3;

(ii) each Company Warrant (other than a Company In-the-Money Warrant) that is outstanding immediately prior to the Effective Time shall be, without any further action by or on behalf of the holder of such Company Warrant, cancelled without any payment therefor;

(iii) with respect to each Company Warrant surrendered, assigned and transferred under Section 3.1(b)(i) or cancelled under Section 3.1(b)(ii), as of the Effective Time of such surrender, assignment and transfer or cancellation thereof, as applicable:

(A) the applicable Warrantholder shall cease to be the holder of such Company Warrant;

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(B) the applicable Warrantholder shall cease to have any rights as a holder in respect of such Company Warrant, or under the warrant certificate, other than the right to receive the consideration, if any, less applicable withholdings, to which such holder is entitled pursuant to this Section 3.1(b);

(D) all agreements, grants and similar instruments relating thereto (including the applicable warrant certificate) shall be cancelled and terminated;

(c) each outstanding Company Share held by a Dissenting Shareholder in respect of which Dissent Rights have been validly exercised shall be deemed to have been transferred without any further act or formality by the holder thereof to the Purchaser (free and clear of all Liens), and:

(i) such Dissenting Shareholder shall cease to have any rights as a Company Shareholder, other than the right to be paid the fair value of its Company Shares by the Purchaser in accordance with Article 4;

(ii) the name of such Dissenting Shareholder shall be removed from the register of holders of Company Shares maintained by or on behalf of the Company; and

(iii) the Purchaser shall be recorded on the register of holders of Company Shares maintained by or on behalf of the Company as the holder of the Company Shares so transferred and shall be deemed to be the legal and beneficial owner thereof (free and clear of all Liens);

(d) contemporaneously with the step contemplated in Section 3.1(c), each Company Share outstanding immediately prior to the Effective Time (other than Company Shares held by the Purchaser and by a Dissenting Shareholder who has validly exercised their Dissent Rights in respect of such Company Shares) shall be transferred without any further act or formality by the Company Shareholder to the Purchaser (free and clear of all Liens) in exchange for the Consideration, and:

(i) the holder of such Company Share shall cease to have any rights as a Company Shareholder other than the right to be paid the Consideration per Company Share in accordance with this Plan of Arrangement;

(ii) the name of such Company Shareholder shall be removed from the register of holders of Company Shares maintained by or on behalf of the Company; and

(iii) the Purchaser shall be deemed to be the transferee (free and clear of all Liens) of such Company Shares and the legal and beneficial owners thereof, and the name of the Purchaser shall be entered into the central securities register maintained by or on behalf of the Company, as the holder of such Company Shares.

(e) For greater certainty, each fraction of a Company Share shall be transferred and paid as follows:

(i) a fraction of each Company Share that is equal to 50% of a Company Share shall be transferred to the Purchaser and, in consideration therefor, the Purchaser shall issue the Cash Consideration for each such fraction of a Company Share; and

(ii) a fraction of each Company Share that is equal to 50% of a Company Share shall be transferred to the Purchaser and, in consideration therefor, the Purchaser shall issue the Share Consideration for each such fraction of a Company Share.

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3.2 No Fractional Purchaser Shares

(a) In no event shall any fractional Purchaser Shares be issued under this Plan of Arrangement. Where the aggregate number of Purchaser Shares to be issued to a Company Shareholder as Share Consideration would result in a fraction of a Purchaser Share being issuable, then the number of Purchaser Shares to be issued to such Company Shareholder shall be rounded down to the closest whole number without any additional compensation or cost.

3.3 U.S. Securities Laws

Notwithstanding any provision herein to the contrary, the Company and the Purchaser each agree that this Plan of Arrangement will be carried out with the intention that, and they will use their commercially reasonable efforts to ensure that, all Share Consideration to be issued to Company Shareholders in the United States in exchange for the Company Shares pursuant to Section 3.1(d) will be issued in reliance on the exemption from registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof, and similar exemptions under applicable state securities laws, and pursuant to the terms, conditions and procedures set forth in the Arrangement Agreement and this Plan of Arrangement.

Article 4

DISSENT RIGHTS

4.1 Rights of Dissent

(a) Registered Company Shareholders may exercise dissent rights (“Dissent Rights”) with respect to the Company Shares held by such Company Shareholders pursuant to and in the manner set forth in Section 185 of the OBCA, as same may be modified by this Section 4.1(a), the Interim Order and the Final Order; provided that, notwithstanding (i) Subsection 185(6) of the OBCA, the written objection to the Arrangement Resolution referred to in Subsection 185(6) of the OBCA must be received by the Company not later than 5:00 p.m. (Toronto time) on the Business Day that is two (2) Business Days immediately preceding the date of the Meeting (as it may be adjourned or postponed from time to time) and (ii) Subsection 185(4) of the OBCA, the Purchaser and not the Company will be required to pay the fair value of such Company Shares held by the Dissenting Shareholders and to offer and pay the amount to which such holder is entitled.

(b) Dissenting Shareholders that validly exercise their Dissent Rights shall be deemed to have transferred the Company Shares held by them and in respect of which Dissent Rights have been validly exercised to the Purchaser free and clear of all Liens of any kind whatsoever (other than the right to be paid fair value for such Company Shares as set out in this Section 4.1), as provided in Section 3.1(c) and if they:

(i) are ultimately entitled to be paid fair value for their Company Shares: (i) shall be deemed not to have participated in the transactions in Article 3 (other than Section 3.1(c)); (ii) will be entitled to be paid the fair value of such Company Shares by Purchaser, which fair value shall be determined as of the close of business on the Business Day before the Arrangement Resolution was adopted; and (iii) will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holder not exercised their Dissent Rights in respect of such Company Shares; or

(ii) are ultimately not entitled, for any reason, to be paid fair value for their Company Shares, shall be deemed to have participated in the Arrangement, as of the Effective Time, on the same basis as a non-dissenting holder of Company Shares and shall be entitled to receive only the Consideration contemplated in Subsection 3.1(d) hereof that such holder would have received pursuant to the Arrangement if such holder had not exercised Dissent Rights.

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4.2 Recognition of Dissenting Shareholders

(a) In no circumstances shall the Company, the Purchaser or any other Person be required to recognize a Person purporting to exercise Dissent Rights unless such Person is the registered holder of those Company Shares in respect of which such rights are sought to be exercised.

(b) For greater certainty, in no case shall the Company, the Purchaser or any other Person be required to recognize Dissenting Shareholders as holders of Company Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 3.1(c), and the names of such Dissenting Shareholders shall be removed from the register of holders of Company Shares in respect of which Dissent Rights have been validly exercised at the same time as the event described in Section 3.1(c).

(c) In addition to any other restrictions under Section 185 of the OBCA, none of the following shall be entitled to exercise Dissent Rights: (i) holders of any Company Securities other than Company Shares; and (ii) Company Shareholders who vote, or who have instructed a proxyholder to vote in favour of the Arrangement Resolution.

Article 5 DELIVERY OF CERTIFICATES AND PAYMENT

5.1 Payment of Consideration

(a) The Purchaser shall, following receipt by the Company of the Final Order and immediately at or prior to the Effective Time:

(i) deposit or cause to be deposited in escrow with the Depositary (the terms and conditions of such escrow to be satisfactory to the Parties, each acting reasonably) a sufficient number of Purchaser Shares to satisfy the Share Consideration and any treasury directions addressed to the Purchaser’s transfer agent and registrar as may be necessary, in order to pay and deliver, subject to Sections 3.2 and 5.3, the aggregate Share Consideration to be paid to the Company Shareholders (other than the Purchaser and the payments to be made to Company Shareholders exercising Dissent Rights and who have not withdrawn their notice of objection);

(ii) deposit or cause to be deposited in escrow with the Depositary (the terms and conditions of such escrow to be satisfactory to the Parties, each acting reasonably, provided that the cash deposited with the Depositary by or on behalf of the Purchaser shall be held in an interest-bearing account, and any interest earned on such funds shall be for the account of the Purchaser), for the benefit of the Company Shareholders and the Company In-The-Money Warrant holders, cash in the amount equal to the aggregate Cash Consideration and Company In-The-Money Warrant Consideration to be paid, subject to Section 5.3, to the Company Shareholders (other than the Purchaser and the payments to be made to Company Shareholders exercising Dissent Rights and who have not withdrawn their notice of objection) and the Company In-The-Money Warrant holders (other than the Purchaser); and

(iii) if requested by the Company, provide sufficient funds to enable the Company to satisfy the aggregate Company In-The-Money Option Consideration pursuant to Section 3.1(a)(i), in the form of a non-interest bearing demand loan from the Purchaser to the Company (including, for greater certainty, any Taxes required under Law to be withheld and remitted in respect thereof, which shall reduce the amounts to be paid to such holders).

(b) As soon as practicable following the later of the Effective Date and the surrender to the Depositary for cancellation of a certificate or direct registration system (DRS) advice (“DRS Advice”) by a registered Company Shareholder, which immediately prior to the Effective Time represented outstanding Company Shares that were transferred pursuant to Section 3.1(d) hereof, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably

require, such Company Shareholder shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder as soon as practicable (i) a certificate(s) or DRS Advice representing Purchaser Shares and (ii) a cheque, wire transfer or other form of immediately available funds in accordance with Section 3.1(d), the whole representing the Consideration which such holder has the right to receive under this Plan of Arrangement for such Company Shares, less any amounts withheld pursuant to Section 5.3, and any certificate or DRS Advice so surrendered shall forthwith be cancelled.

(c) On or as soon as practicable after the Effective Date, the Company shall, and the Purchaser shall deliver, to each Optionholder who is a holder of Company In-the-Money Options (as reflected on the register maintained by or on behalf of the Company in respect of such Company Options), through the payroll or equity plan management system of the Company, the Depositary, or such other manner as the Company may elect, or as otherwise directed by the Purchaser, including with respect to the timing and manner of such delivery, but in any event in readily available funds), the cash payment which such holder of such Company In-the-Money Options has the right to receive under this Plan of Arrangement for such Company Options, less any amount withheld pursuant to Section 5.3.

(d) Upon surrender to the Depositary for cancellation of a certificate by a holder of Company In-the-Money Warrant, which immediately prior to the Effective Time represented outstanding Company In-the-Money Warrant that were transferred pursuant to Section 3.1(b)(i), together with a duly completed and executed Warrant Letter and any such additional documents and instruments as the Depositary may reasonably require, the holder of the Company In-the-Money Warrants represented by such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder of Company In-the-Money Warrants, as soon as practicable, the Company In-the-Money Warrant Consideration that such holder has the right to receive under the Arrangement for such Company In-the-Money Warrants, less any amount withheld pursuant to Section 5.3, and any certificate so surrendered shall forthwith be cancelled.

(e) Until surrendered as contemplated by this Section 5.1, each certificate or DRS Advice that immediately prior to the Effective Time represented Company Shares (other than Company Shares held by the Purchaser or in respect of which Dissent Rights have been validly exercised and not withdrawn) shall be deemed, immediately after the Effective Time, to represent only the right to receive upon such surrender the Consideration for the Company Shares represented by such certificate or DRS Advice as contemplated in this Section 5.1, subject to Sections 3.2 and 5.3. Any such certificate or DRS Advice formerly representing Company Shares not duly surrendered on or before the sixth anniversary of the Effective Date shall cease to represent a claim by or interest of any former Company Shareholder of any kind or nature against or in the Company or the Purchaser. On such anniversary date, all certificates or DRS Advices representing Company Shares shall be deemed to have been surrendered to the Company, and all cash to which such former Company Shareholder was entitled shall be deemed to have been surrendered to the Purchaser or the Company, as applicable, for no consideration and shall be paid over by the Depositary to the Purchaser or as directed by the Purchaser.

(f) Until surrendered as contemplated by Section 5.1, each certificate that immediately prior to the Effective Time represented one or more Company In-the-Money Warrants (other than the Company In-the-Money Warrants held by the Purchaser) shall be deemed after the Effective Time to represent only the right to receive upon surrender a cash payment representing the Company In-the-Money Warrant Consideration in lieu of such certificate as contemplated in accordance with Section 3.1, less any applicable withholdings pursuant to Section 5.3. Any such certificate formerly representing Company In-the-Money Warrants not duly surrendered on or before the sixth anniversary of the Effective Date shall cease to represent a claim by or interest of any former holder of Company In-the-Money Warrants of any kind or nature against or in the Company or the Purchaser. On such anniversary date, all certificates representing Company In-the-Money Warrants shall be deemed to have been surrendered to the Company and all Company In-the-Money Warrant Consideration to which such former holder of Company In-the-Money Warrants was entitled, shall be deemed to have been surrendered to the Purchaser or the Company, as applicable, for no consideration and shall be paid over by the Depositary to the Purchaser or as directed by the Purchaser.

(g) Any payment made by way of cheque by the Depositary (or the Company or the Purchaser, if and as applicable) in accordance with this Plan of Arrangement that has not been deposited or has been returned to

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the Depositary (or the Company or the Purchaser, as applicable) or that otherwise remains unclaimed, in each case, on or before the sixth anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the sixth anniversary of the Effective Time shall cease to represent a right or claim of any kind or nature and the right of the holder to receive the applicable consideration for the Company Shares or Convertible Securities in accordance with this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Purchaser or the Company, as applicable, for no consideration.

(h) No Company Securityholders shall be entitled to receive any consideration with respect to Company Shares or Convertible Securities other than the consideration (if any) to which such holder is entitled to receive in accordance with Section 3.1 and this Section 5.1 and, for certainty, no such holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith.

5.2 Lost Certificates

In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Company Shares or Company In-the-Money Warrants that were transferred pursuant to Section 3.1 shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, the Consideration or the Company In-the-Money Warrant Consideration that such Company Shareholder or holder of Company In-the-Money Warrants, respectively, has the right to receive in accordance with Section 3.1 and such Company Shareholder's Letter of Transmittal or Company In-the-Money Warrant holder's Warrant Letter, respectively. When authorizing such exchange for any lost, stolen or destroyed certificate, the Person to whom such Consideration is to be delivered shall as a condition precedent to the delivery of such Consideration or Company In-the-Money Warrant Consideration, give a bond satisfactory to Purchaser and the Depositary (each acting reasonably) in such sum as Purchaser may direct (acting reasonably), or otherwise indemnify Purchaser and Company in a manner satisfactory to Purchaser (acting reasonably) against any claim that may be made against Purchaser and Company with respect to the certificate alleged to have been lost, stolen or destroyed.

5.3 Withholding Rights

(a) Notwithstanding anything to the contrary in this Plan of Arrangement or the Arrangement Agreement, each of the Company, any Subsidiary of the Company, the Depositary, the Purchaser or any other Person that makes a payment hereunder or under the Arrangement Agreement shall be entitled to deduct and withhold from any amount otherwise payable to any person pursuant to this Plan of Arrangement or under the Arrangement Agreement (including any amounts payable to any Company Securityholder exercising Dissent Rights), such amounts as the Company, such Subsidiary of the Company, the Depositary, the Purchaser or such other Person, as the case may be, determines, acting reasonably, are required or permitted to be deducted or withheld with respect to such payment under the Tax Act or any provision of any other applicable Laws with respect to Taxes. To the extent that amounts are so withheld or deducted and are actually remitted to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Plan of Arrangement and the Arrangement Agreement as having been paid to the Person in respect of which such deduction or withholding was made.

(b) Each of the Purchaser, the Company, any Subsidiary of the Company, the Depositary or any other Person that makes a payment to any Company Securityholder under the Arrangement shall be authorized to sell or otherwise dispose of, on their own account or through a broker (the "Broker"), on behalf of such Company Securityholder, such portion of the Purchaser Shares issuable to such Company Securityholder (if any) as it considers necessary to provide sufficient funds (after deducting commissions payable to the Broker and other reasonable costs and expenses) to enable it to deduct, withhold or remit any amount for purposes of Section 5.3 and such party shall notify the applicable Company Securityholder of the details of such sale or disposition, including the gross proceeds and any adjustments to the proceeds, and remit any unapplied balance of the net proceeds of such sale or disposition to such Company Securityholder. For the avoidance of doubt, the reporting for Tax purposes of (and the payment of any Taxes arising from) any sale or disposition of Purchaser Shares on behalf of a Company Securityholder in accordance with this Section 5.3 shall be the responsibility of such Company Securityholder. Any such sale of Purchaser Shares shall be affected on a public market and as soon as practicable following the Effective Date. None of the Purchaser, the Company, any Subsidiary of the Company, the Depositary or the Broker will be liable for any loss arising

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out of any sale of such Purchaser Shares, including any loss relating to the manner or timing of such sales, the prices at which the Purchaser Shares are sold or otherwise.

(c) For greater certainty, the Company shall bear sole responsibility for any withholding obligations imposed under the Tax Act or any other applicable Law in connection with payments made to Company Securityholders pursuant to this Plan of Arrangement or the Arrangement Agreement.

5.4 No Liens

Any exchange or transfer of securities pursuant to this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind whatsoever.

5.5 Calculations

In any case where the aggregate cash consideration payable to a particular Person under the Arrangement would, but for this provision, include a fraction of a cent, the consideration payable shall be rounded down to the nearest whole cent ($0.01). All calculations and determinations made in good faith by the Company, the Purchaser or the Depositary, as applicable, for the purposes of this Plan of Arrangement shall be conclusive, final and binding, absent manifest error.

Article 6 AMENDMENTS

6.1 Amendments to Plan of Arrangement

(a) The Purchaser and the Company may amend, modify or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification or supplement must be (i) set out in writing, (ii) approved by the Purchaser and the Company, each acting reasonably, (iii) filed with the Court and, if made following the Meeting, approved by the Court; and (iv) communicated to any Company Shareholder, Company Securityholder (other than Company Shareholder), Former Company Shareholder or Former Company Securityholder (other than Former Company Shareholder), as applicable, if and as required by the Court.

(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to or at the Meeting (provided that the Company or the Purchaser, as applicable, shall have consented thereto in writing) in accordance with the Interim Order and, if so proposed and approved by the Persons voting at the Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.

(c) Any amendment, modification or supplement to this Plan of Arrangement which is approved or directed by the Court following the Meeting shall be effective only: (i) if it is consented to in writing by the Company and the Purchaser, each acting reasonably; and (ii) if required by the Court, it is approved by the Company Shareholders or Company Securityholders voting at the Meeting in the manner directed by the Court.

(d) This Plan of Arrangement may be amended, modified or supplemented following the Effective Time unilaterally by the Purchaser, provided that it concerns a matter that, in the reasonable opinion of the Purchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Former Company Shareholder or Former Company Securityholder (other than Former Company Shareholder).

(e) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.

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Article 7
FURTHER ASSURANCES

7.1 Further Assurances

Notwithstanding that the transactions and events set out herein in this Plan of Arrangement shall occur and be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the Parties shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them in order further to document or evidence any of the transactions or events set out in this Plan of Arrangement.

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APPENDIX C

FAIRNESS OPINION

See attached.

EVANS & EVANS, INC.

SUITE 130, 5TH FLOOR, BENTALL IL 555 BURRARD STREET

VANCOUVER, BRITISH COLUMBIA

CANADA V7X 1M8

19TH FLOOR, 700 2ND STREET SW

CALGARY, ALBERTA

CANADA T2P 2W2

357 BAY STREET

TORONTO, ONTARIO

CANADA M5H 4A6

October 19, 2025

MINES D'OR ORBEC INC.
215 Spadina Ave, Unit 330
Toronto, Ontario M5T 2C7

Attention: Special Committee of the Board of Directors

Dear Sirs and Mesdames:

Subject: Fairness Opinion

1.0 Introduction

1.01 Evans & Evans, Inc. (“Evans & Evans” or the “authors of the Opinion”) was engaged by the Special Committee (the “Committee”) of the Board of Directors (the “Board”) of Mines D’Or Orbec Inc. (“Orbec” or the “Company”) to prepare a fairness opinion (the “Opinion”) with respect to the proposed acquisition of all of the issued and outstanding securities of Orbec not already held by IAMGOLD Corporation (“IAMGOLD” or the “Purchaser” and together with Orbec, the “Companies”) in exchange for IAMGOLD common shares (each, an “IMG Share”) and cash (the “Proposed Transaction”). The Proposed Transaction is summarized in section 1.03 of this Opinion.

Evans & Evans has been requested by the Committee to prepare the Opinion to provide an independent opinion as to the fairness of the Proposed Transaction, from a financial point of view to the holders of common shares and convertible securities of Orbec, excluding IAMGOLD, (the “Orbec Securityholders”).

Orbec is a reporting issuer in the provinces of British Columbia, Alberta and Ontario whose shares are listed for trading on the TSX Venture Exchange (“TSXV”) under the symbol “BLUE” and quoted on the OTC Pink Limited under the symbol “BLTMF”. IAMGOLD is a reporting issuer in all provinces and territories of Canada whose common shares trade on the Toronto Stock Exchange (“TSX” and together with the TSXV the “Exchanges”) under the symbol “IMG” and listed on the New York Stock Exchange under the symbol “IAG”.

1.02 Unless otherwise noted, all monetary amounts referenced herein are Canadian dollars.

Tel: (604) 408-2222 | www.evansevans.com

MINES D'OR ORBEC INC.
Fairness Opinion
October 19, 2025
Page 2

1.03 The Companies entered into a non-binding indication of interest dated September 11, 2025 (the “LOI”) setting out the general terms of the Proposed Transaction. Subsequently, Evans & Evans reviewed a substantially final form of the Arrangement Agreement (the “Agreement”) and the associated plan of arrangement. Evans & Evans has summarized certain key terms of the Proposed Transaction below. The reader is advised to refer to the Company’s information circular for a more detailed description of the Proposed Transaction.

The Proposed Transaction will be affected by way of a plan of arrangement (the “Arrangement”) under the Business Corporations Act (Ontario).
IAMGOLD will acquire each issued and outstanding Orbec common share (the “Orbec Shares”) that it does not already own for $0.0625 cash (the “Cash Consideration”) plus 0.003466 (the “Exchange Ratio”) (the “Stock Consideration” and together with the Cash Consideration, the “Consideration”) of an IMG Share per Orbec Share held.
Pursuant to the plan of arrangement, each Orbec stock option (each, an “Orbec Option”) (whether vested or unvested) will be deemed to be unconditionally vested and exercisable, and will, without any further action by or on behalf of such optionholder, be deemed to be assigned and transferred by such optionholder to the Company in exchange for a cash payment equal to the amount (if any) by which $0.125 exceeds the exercise price of such Orbec Option, and be immediately cancelled. Where such amount is zero or negative, such optionholder will not be entitled to receive any amount in respect of such Orbec Option.
Pursuant to the plan of arrangement, each outstanding common share purchase warrant of the Company (each, an “Orbec Warrant”) will, without any further action by or on behalf of such warrantholder, be deemed to be assigned and transferred by such warrantholder to the Company in exchange for a cash payment equal to the amount (if any) by which $0.125 exceeds the exercise price of such Orbec Warrant, and be immediately cancelled (with the exception of Orbec Warrants held by the Purchaser which shall be deemed to be surrendered, assigned and transferred without any consideration). Where such amount is zero or negative, such warrantholder will not be entitled to receive any amount in respect of such Orbec Warrant.
Concurrent with the execution of the Agreement, IAMGOLD will issue to Orbec an unsecured convertible debenture (the “Debenture”) in the aggregate principal amount of $500,000 (the “Principal”). Subject to receipt of all requisite approvals of the TSXV, the Principal is convertible, at any time, and from time to time, after the later of: (i) the date that is sixty-one (61) days after the date of the Debenture; and (ii) the date of the termination of the Agreement, into a number of Orbec Shares equal to the quotient obtained by dividing the Principal by the closing price of the Orbec Shares on the TSXV (rounded up to the nearest $0.005) on the business day after the Proposed Transaction contemplated by the Agreement has been announced, or such other date as may be required by the TSXV in order to comply with TSXV Policy 4.1 – Private

EVANS & EVANS, INC.
- C-3 -

MINES D'OR ORBEC INC.
Fairness Opinion
October 19, 2025
Page 3

Placements. Other than described herein, the Debenture shall not bear interest and shall mature on the earlier date of: (i) March 20, 2026; (ii) the date on which the Agreement is terminated in accordance with its terms; and (iii) the occurrence of an event of default. The proceeds of the Debenture shall be used by Orbec solely to fund Orbec’s working capital requirements through to the closing of the Proposed Transaction.

Prior to the issuance of the Debenture, IAMGOLD directly or indirectly, owned or controlled, 8,542,857 Orbec Shares, representing approximately 8.02% of the then issued and outstanding Orbec Shares. In addition, IAMGOLD holds 700,000 Orbec Warrants.
Under certain circumstances, if the Agreement, is terminated by either party, a reciprocal termination fee of $660,000 may be payable as further described in the Agreement.
In conjunction with the signing of the Agreement, directors, executive officers and certain significant shareholders of Orbec will enter into voting support agreements with IAMGOLD pursuant to which they will agree to vote their Orbec Shares in favour of the Proposed Transaction.

The Agreement contains customary deal-protection provisions, including a non-solicitation covenant and a right to match any superior proposal as defined and described in the Agreement.

The Proposed Transaction had not been announced as of the date of the Opinion.

1.04 Evans & Evans delivered a verbal opinion to the Committee and the Board on October 19, 2025 which is subsequently confirmed by this written Opinion.

1.05 Orbec was incorporated as Platform Eight Capital Corp. under the Business Corporations Act (Ontario) on April 28, 2017. The Company is an exploration company that holds a 100% interest in five non-contiguous gold mineral exploration properties near Chibougamau, Québec. The five Québec properties cover approximately 24,979 hectares (“ha”) and include the Muus, Muus East, Nisk, Fancamp and Embry properties, which together comprise the Muus gold-copper project (the “Muus Property”). The Muus Property is contiguous with IAMGOLD’s Nelligan Gold Project (the “Nelligan Project”) which does have an indicated and inferred mineral resource estimate (“MRE”) in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”).

The following description of the Company’s Muus Property is derived from various public disclosure documents. The Muus Property is considered to be an exploration stage property, with no MRE in accordance with NI 43-101.

EVANS & EVANS, INC.
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MINES D'OR ORBEC INC.
Fairness Opinion
October 19, 2025
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Muus Property

The Muus Property is located in the northeastern part of the Neoarchean Abitibi Greenstone Belt in the prolific Chibougamau-Chapais mining camp. The Muus Property is surrounded by active exploration/development projects operated by IAMGOLD and Northern Superior Resources Inc.

Orbec holds a 100% interest in the Muus Property. The Muus Property is located in the southern part of the James Bay area of the Province of Québec, about 30 kilometer ("km") south of Chapais and 50 km southwest of Chibougamau, in the eastern part of the Abitibi Greenstone Belt.

The Muus Property is prospective for gold, as well as for volcanogenic massive sulphide deposits, with associated precious- and base-metals. A series of prominent primary, secondary and tertiary high-strain zones and splays associated with the Guercheville Deformation Zone transect the Muus Property. Several brittle fault sets are also evident throughout the Muus Property area and play an important role in mineralization models.

In 2024, Orbec formed an advisory technical committee with an extensive knowledge of Québec geology and mineral deposits, with support from IAMGOLD. The advisory technical committee consisted of two nominees of Orbec and two nominees of IAMGOLD. The mandate of the advisory technical committee was to facilitate the exchange of technical information and ideas to assist Orbec in planning the further exploration of the Muus Property and potentially other Québec projects it may acquire in the future. The Company has outlined an extensive two-phase drilling program, with Phase One commencing in late June 2025. On September 11, 2025, Orbec reported preliminary findings from the initial seven-hole drill campaign conducted across a broad 2.5 km span at the Lac Bernard Sud anomaly within the Muus Property. The Phase Two program has not yet been defined.

Financial Position

Orbec’s financial year (“FY”) ends on December 31. As an exploration stage company, Orbec has no revenue and generated a cumulative loss from operations of approximately $7.82 million between January 1, 2020, and June 30, 2025. As of the date of the Opinion, the Company had no interest-bearing debt and less than $400,000 in cash. The Company will require funding for ongoing operations and its next exploration program.

Share Structure

As of the date of the Opinion, there were 106,573,272 Orbec Shares issued and outstanding. Orbec also has 10,594,758 Options to acquire Orbec Shares outstanding of which 10,252,022 are in-the-money per the terms of the Agreement. Lastly, Orbec has 27,597,800 warrants, to acquire Orbec Shares outstanding, all of which are in-the-money based on the terms of the Agreement.

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Financings

On April 24, 2025, the Company announced the completion of the first tranche of its non-brokered private placement, raising gross proceeds of $575,000. The offering comprised 714,284 flow-through common shares priced at $0.07 per share and 10,500,000 units priced at $0.05 per unit. On June 9, 2025, the Company announced the completion of the second and final tranche of its non-brokered private placement, raising gross proceeds of $430,000 through the issuance of 8,600,000 units at a price of $0.05 per unit.

The 20-day volume weighted average price (“VWAP”) of Orbec as of the date of the Opinion was $0.088 and the 10-day VWAP was $0.093, implying a market capitalization in the range of $9.33 million to $9.91 million.

1.06 IAMGOLD is an intermediate gold producer and developer based in Canada with operating mines in North America and West Africa, including Côté Gold (Canada), Westwood (Canada), and Essakane (Burkina Faso). The Purchaser has an established portfolio of early stage and advanced exploration projects within high potential mining districts in Canada.

Investment in Orbec

On December 6, 2023, IAMGOLD acquired 7,142,857 Orbec Shares of at a price of $0.07 per share, pursuant to a non-brokered private placement of Orbec Shares, for an aggregate purchase price of approximately $500,000. Prior to this date, IAMGOLD did not hold any securities of Orbec. On June 6, 2025, IAMGOLD subscribed for 1,400,000 units of Orbec at a price per unit of $0.05, with each unit being comprised of on Orbec Share and one-half of an Orbec Warrant. As of the date of the Opinion, IAMGOLD directly or indirectly, owned or controlled, 8,542,857 Orbec Shares, representing approximately 8.02% of the issued and outstanding Orbec Shares and 700,000 Orbec Warrants.

The following description of the Purchaser’s mineral projects is derived from various public disclosure documents.

Côté Gold Project (“Côté Project”) is the Purchaser’s flagship project and is a large-scale open-pit gold mining operation jointly owned by IAMGOLD (70%) and Sumitomo Metal Mining Co. Ltd. (30%). The Côté Project covers an area of 596 km² and is located approximately 125 km southwest of Timmins in Northern Ontario, Canada. The mine officially achieved commercial production in August 2024, following its first gold pour in March 2024. The Côté Project produced 67,000 attributable ounces in the second quarter of 2025 and 118,000 attributable ounces in the six months ended June 30, 2025. On June 21, 2025, the Côté Project reached a milestone as the processing plant operated at 100% nameplate throughput capacity of 36,000 tonnes per day (“tpd”) on average over thirty consecutive days.

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Westwood, located in Québec, Canada, includes the Westwood underground mine and the Grand Duc open pit. IAMGOLD holds 100% interest in Westwood, which produced attributable production of 29,000 ounces in the second quarter of 2025.

Essakane, located in Northeastern Burkina Faso, is 85% owned by IAMGOLD with the remaining 15% held by the Government of Burkina Faso. Essakane is the sixth largest gold mine in West Africa, averaging annual production of approximately 400,000 ounces of gold per year over the last 10 years. Essakane produced attributable production of 77,000 ounces in the second quarter of 2025.

The Nelligan Project is located approximately 45 km south of the Chapais Chibougamau area in Québec and has an indicated and inferred MRE in accordance with NI 43-101.

The Anik Gold Project is contiguous with the Nelligan Project to the north and east. IAMGOLD has entered into an option agreement on May 20, 2020, with Kintavar Exploration Inc. (“Kintavar”) to acquire 80% of the interests in this project. In May 2025, the Purchaser elected to exercise its first option to acquire an undivided interest of 75% in the project. There is no MRE available for the Anik Gold Project.

Financial Position

IAMGOLD’s financial year (“FY”) ends on December 31. IAMGOLD generated revenue of US$1,058 million for the six months ended June 30, 2025. As of June 30, 2025, the Purchaser has interest-bearing debt of US$1,062.1 million and approximately US$223.8 million in cash and cash equivalents. As of June 30, 2025, the Purchaser had working capital of US$194.3 million.

Share Structure

As of June 30, 2025, the authorized share capital of the Purchaser consisted of an unlimited number of first preference shares, an unlimited number of second preference shares and an unlimited number of IMG Shares, of which there were 575.1 million IMG Shares issued and outstanding. In addition, as of June 30, 2025, the Purchaser had 2.7 million issued and outstanding stock options to acquire IMG Shares.

Financings

In February 2025, IAMGOLD completed a “flow-through” offering for aggregate gross proceeds of $10 million whereby the Purchaser issued 0.8 million flow-through shares at a price of $12.25 per share.

The 20-day VWAP of IAMGOLD as of the date of the Opinion was $18.034 and the 10-day VWAP was $19.010, implying a market capitalization in the range of $10,371.63 million to $10,932.88 million.

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October 19, 2025
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2.0 Engagement of Evans & Evans, Inc.

2.01 Evans & Evans was initially contacted by a member of the Committee on September 17, 2025, and was formally engaged by the Committee pursuant to an engagement letter signed September 22, 2025 (the “Engagement Letter”). The Engagement Letter provides the terms upon which Evans & Evans has agreed to provide the Opinion to the Committee.

The terms of the Engagement Letter provide that Evans & Evans is to be paid a fixed professional fee for its services. In addition, Evans & Evans is to be reimbursed for its reasonable out-of-pocket expenses and to be indemnified by Orbec in certain circumstances. The fee established for the Opinion is not contingent upon the opinions presented.

3.0 Scope of Review

3.01 In connection with preparing the Opinion, Evans & Evans has reviewed and relied upon, or carried out, among other things, the following:

Interviewed members of the Committee and management of Orbec to gain an understanding the Company’s plans and the rationale for the Proposed Transaction.
Reviewed the LOI between the Companies.
Reviewed the substantially final form of the Agreement and associated plan of arrangement.
Reviewed the substantially final form of the Debenture between the Companies.
Reviewed the memo to the Board providing a summary of the Agreement dated October 19, 2025, as prepared by Orbec’s legal counsel.
Reviewed Orbec’s corporate presentation from August 2025.
Reviewed the Company’s website (https://orbec.ca/).
Reviewed Orbec’s option schedule as of September 19, 2025, as provided by the management of the Company.
Reviewed Orbec’s capitalization table as of August 7, 2025, as provided by the management of the Company.
Reviewed Orbec’s Management Discussion & Analysis for the three months ended March 30, 2025, six months ended June 30, 2025, and the years ended December 31, 2021, to December 31, 2024.

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Reviewed the Company’s Condensed Interim Financial Statements for the three months ending March 31, 2025, and six months ending June 30, 2025, as prepared by management.
Reviewed the Company’s Financial Statements for the year ended December 31, 2021, to December 31, 2024, as audited by McGovern Hurley LLP.
Reviewed the Purchaser’s corporate presentation dated August 2025 and company website (https://www.iamgold.com/).
Reviewed IAMGOLD’s Management Discussion & Analysis for the three months ended March 31, 2025, and six months ended June 30, 2025, and for the years ended December 31, 2021, to 2024.
Reviewed IAMGOLD’s Condensed Consolidated Interim Financial Statements for the six months ended June 30, 2025, and the three months ended March 31, 2025, as prepared by management.
Reviewed IAMGOLD’s Consolidated Financial Statements for the year ended December 31, 2021, to December 31, 2024, as audited by KPMG LLP.
Reviewed and relied extensively on the “NI 43-101 Technical Report on the Preliminary Economic Assessment of the Côté Gold Project, Porcupine Mining Division, Ontario, Canada” dated February 6, 2017, with an effective date of December 9, 2016, as prepared for IAMGOLD by Amec Foster Wheeler Americas Limited.
Reviewed and relied extensively on the “NI 43-101 Technical Report on the Nelligan Gold Project, Québec” dated April 2, 2025, with an effective date of December 31, 2024, as prepared for IAMGOLD by SLR Consulting (Canada) Ltd.
Reviewed and relied extensively on the “Technical Report on the Côté Gold Project, Ontario, Canada, Report for NI 43-101” dated August 12, 2022, with an effective date of June 30, 2022, as prepared for IAMGOLD by SLR Consulting (Canada) Ltd.
Reviewed the Companies’ press releases for the 18 months preceding the date of the Opinion.
Reviewed information on the Companies’ markets from a variety of sources.
Reviewed information on mergers & acquisitions involving gold assets and companies focused on gold exploration.
Reviewed the trading price of Orbec Shares and the IMG Shares and S&P / TSX Global Gold Index ETF on the Exchanges for the 12 months preceding the date of the Opinion.

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As can be seen from the following chart, the trading price of both Companies have followed similar paths as that of the S&P / TSX Global Gold Index ETF, however IAMGOLD’s share price has appreciated more than Orbec and the index over the 12 months preceding the date of the Opinion. As can be seen from the following chart, both Companies share prices had been trending up as of the date of the Opinion.

Reviewed financial, trading and project size information on the following guideline public companies (“GPCs”) for Orbec: Renegade Gold Inc.; Centurion Minerals Ltd.; Kirkland Lake Discoveries Corp.; Laurion Mineral Exploration Inc.; Stelmine Canada Ltd.; Vior Inc.; Noble Mineral Exploration Inc.; AuQ Gold Mining Inc.; PTX Metals Inc.; Omineca Mining and Metals Ltd.; Golden Sky Minerals Corp. GGX Gold Corp.; Golden Cariboo Resources Ltd.; Gold Hunter Resources Inc.; Prosper Gold Corp.; Starr Peak Mining Ltd.; and StrikePoint Gold Inc.
Reviewed financial, trading and mineral resource information on the following GPCs for IAMGOLD: New Found Gold Corp.; Maritime Resources Corp.; FireFly Metals Ltd.; Canterra Minerals Corporation; AuMEGA Metals Ltd; Benton Resources Inc.; Canstar Resources Inc.; Cartier Resources Inc.; Dynasty Gold Corp.; Radisson Mining Resources Inc.; Mayfair Gold Corp.; Probe Gold Inc.; Ascot Resources Ltd.; West Red Lake Gold Mines Ltd.; Yorbeau Resources Inc.; First Mining Gold Corp.; Amex Exploration Inc.; Galleon Gold Corp.; Troilus Gold Corp.; Fury Gold Mines Limited; Maritime Resources Corp.; Big Ridge Gold Corp.; and Maple Gold Mines Ltd.
Reviewed financial, trading and price (“P”) to net asset value (“NAV”) information on the following GPCs for IAMGOLD: Alamos Gold Inc.; Allied Gold Corporation; AngloGold Ashanti plc; Agnico Eagle Mines Limited; Aris Mining Corporation; Artemis Gold Inc.; B2Gold Corp.; Barrick Mining Corporation; Centerra Gold Inc.; Coeur Mining, Inc.; DPM Metals Inc.; Gold Fields Limited; G Mining Ventures Corp.; Evolution Mining Limited;

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Fairness Opinion
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Equinox Gold Corp.; Hochschild Mining plc; New Gold Inc.; K92 Mining Inc.; Kinross Gold Corporation; Lundin Gold Inc.; OceanaGold Corporation; Orla Mining Ltd.; Newmont Corporation; Northern Star Resources Limited; Endeavour Mining plc; Eldorado Gold Corporation; Skeena Resources Limited; SSR Mining Inc.; Torex Gold Resources Inc.

Limitation and Qualification: Evans & Evans did not visit any of the mineral properties referenced in the Opinion. Evans & Evans has, therefore, relied on management’s disclosure with respect to the properties/operations of Orbec and IAMGOLD and the various technical reports outlined in section 3.0 of this Opinion.

4.0 Market Summary

4.01 In determining the fairness of the Proposed Transaction as of the date of the Opinion, Evans & Evans reviewed the gold market conditions and the market for exploration and development stage companies.

4.02 Global nonferrous exploration budgets witnessed a decline in 2024. Budgets for grassroots and late-stage exploration fell by 8% and 5%, respectively, while minesite exploration saw a 2% year-over-year (“y-o-y”) increase. The reduction in gold exploration budgets had a negative impact on both early and late-stage exploration allocations, while increased spending on minesite exploration for copper, gold, and lithium contributed to the growth in that sector. As a result, the rate of new discoveries has been adversely impacted. With decarbonization and electrification on the horizon, identifying new mineral deposits is critical to meet the growing demand.¹

The junior sector’s exploration budget decreased for the second consecutive year in 2024, mainly due to difficulties in securing funding. The juniors’ budget, which makes up 41% of total exploration budgets, dropped by 7% to US$5.08 billion, more than offsetting the

¹ Metals And Mining Research- S&P Capital IQ, issued November 25, 2024

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MINES D'OR ORBEC INC.
Fairness Opinion
October 19, 2025
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majors' modest 0.7% increase to US$6.09 billion. Allocations from intermediate companies fell for the third year in a row, reaching a seven-year low of US$942 million. On the other hand, budgets from government and other companies rose by 16% to $373 million.²

Overall, the majority of exploration budgets across most company types were directed towards gold, followed by copper. The majors allocated half of their total budget to gold, up from 45% in 2015. In contrast, the juniors' share for gold exploration dropped to a record low of 36% in 2024, after a 20% decline year-over-year. The intermediates' allocation for gold exploration increased to 66%, up from 56% in 2015. Copper continued to be the preferred commodity for the government/others group, accounting for 41% of their budget, up from 31% in 2015.³

During the first half of 2025, junior and intermediate financing exhibited an upward trend, both in the total amount raised and the number of completed financings. Following subdued activity at the start of 2025, there was a notable rebound in March 2025, primarily driven by increased gold and base/other metals financings. Sharp growth continued through May and June of 2025, further boosted by significant gold financings. The number of completed financings also rose steadily from January to June of 2025, indicating recovery and growing investor interest across various commodity sectors. According to research by S&P⁴, junior and intermediate companies raised over US$1.89 billion in June 2025, representing a 31.4% increase from the US$1.44 billion raised in May 2025. Compared to 2024, the first half of 2025 marked a clear recovery in junior and intermediate financings, suggesting enhanced investor sentiment, favorable market conditions, rising commodity prices, and increased project development.

² Metals And Mining Research- S&P Capital IQ, issued November 25, 2024
³ Metals And Mining Research- S&P Capital IQ, issued November 25, 2024
⁴ https://www.capitaliq.apglobal.com/apisv3/spg-webplatform
core/news/article?id=91590778&KeyProductLinkType=2&redirected=1

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Junior, intermediate financings, May 2023–June 2025

In June 2025, junior and intermediate mining companies raised over 96% of their funds through equity financing, with IPOs accounting for 3% and debt instruments comprising less than 1%. The TSX dominated the financing landscape, raising US$1,181.5 million, followed by the Australian Stock Exchange with US$375 million and the New York Stock Exchange) with US$139.7 million. Total financing rose by 65% in May 2025 and increased by an additional 25% in June, highlighting consistent growth in capital inflows and investor preference for equity financing, further cementing TSX’s prominent role in mining sector capital raising.

4.03 Gold mining is a global business with operations on every continent, except Antarctica, and gold is extracted from mines of widely varying types and scale. Gold mining is a process of extracting gold from the gold mine by various methods such as placer mining

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and hard rock mining.⁵ According to Research Nester, the global gold mining market size is US$218.6 billion in 2024 and is expected to grow to US$224.42 billion in 2025. The global gold mining market is expected to further expand at a CAGR of 3.80% from 2023 to 2037 to US$354.99.⁶

In 2024, Australia and Russia held the world's largest gold mine reserves, estimated at 12,000 metric tonnes, followed by South Africa with 5,000 metric tonnes.⁷ Gold reserves in Argentina, Chile, and Colombia remained unchanged in the fourth quarter of 2024 compared to the third quarter. Argentina’s reserves stayed at 61.74 tonnes, Chile’s remained at 0.25 tonnes, and Colombia’s held steady at 4.68 tonnes.⁸,⁹,¹⁰

As of 2024, China, Russia, Australia, and Canada were the largest gold producers globally. Total global gold production reached approximately 3,300 metric tonnes, with China alone accounting for an estimated 380 metric tonnes of that amount.¹¹

Gold reached record highs of US$3,500 per ounce in April of 2025¹² and US$3,534 per ounce in August 2025,¹³ driven by several tariff-related announcements and plans in the United States (“U.S.”), including reciprocal tariffs on its trade partners, even those with historically close relationships, aimed at reducing the country's trade deficit. The resulting uncertainty, coupled with concerns about a potential rise in inflation and increased tensions between Washington and Ukraine, have led to the increase in gold prices.

Ongoing volatility in the global trade landscape, as the U.S.’s expanding tariff plans spark reciprocal measures, continued to impact the gold market in March. Gold reached multiple record highs as economic uncertainties increased interest in safe-haven assets. U.S. recession fears, a weaker U.S. dollar, pockets of supply tightness and inventory building amid worries of impending trade barriers bolstered industrial metals prices but concerns for the impact of constrained trade flows on demand levels and a lingering supply overhang for some metals kept downside risks intact. Consensus gold price targets for the 2025–29 period have been upgraded, while expectations for industrial metals—except for cobalt and zinc—were adjusted lower.¹⁴

The gold price was US$4,247 per ounce as of October 19, 2025.¹⁵

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4.04 In quarter 2 of 2025, gold demand including over the counter (“OTC”) transactions increased by 3% y-o-y to 1,249 tonnes. Uncertain global trade policy, geopolitical turbulence and the rising gold price all supported the demand. Central banks remained a key contributor of global demand, adding 166 tonnes to global official gold reserves. Although the pace of buying moderated, the outlook for central bank demand remains healthy. Gold used in technology came under pressure from the potential impact of U.S. tariffs, although growing demand for AI-related applications remains an area of strength.¹⁶

The London Bullion Market Association (“LBMA”) gold price exceeded US$4,040 per ounce on October 8, 2025, and by the September 8, 2025. This increase was primarily attributable to Amid the ongoing U.S. government shutdown, rising market anxiety drove investors toward safe-haven assets. This marked a 53% gain since the start of the year and the 45th all-time high closing daily price for LBMA gold in 2025, already surpassing 2024's count of peak prices.

The U.S. government shutdown stemmed from partisan deadlock over health insurance subsidies and budget priorities, as the Senate repeatedly failed to pass a funding bill. This has dampened risk appetite and also delayed the release of key U.S. economic data. The data blackout has amplified uncertainty and complicated the U.S. Federal Reserve’s (the “Fed”) decision-making process just as it began a rate-cutting cycle. Labor market data already showed signs of weakness, and inflation ticked up but was still within target before the shutdown. The expectations have grown that the Fed will be forced to intervene with another precautionary rate cut to shield the economy, a scenario that further burnishes gold's appeal. The confluence of these factors fueled a powerful rally, driving gold to US$4,100 on October 13, 2025, and then swiftly above US$4,300 during the same week.¹⁷

Intensifying domestic political uncertainty in the U.S., escalating global geopolitical tensions have further strengthened gold’s appeal. On October 9, China’s Ministry of Commerce announced tighter export controls on key strategic materials, including rare earth elements and magnet technologies. In response, U.S. President Donald Trump vowed to impose 100% tariffs on Chinese imports and introduce additional software restrictions the following day. While these trade frictions have heightened market volatility, their inflationary impact remains limited. Many firms appear willing to absorb the increased import costs rather than pass them on to consumers, restraining price pressures. Expectations also matter—if businesses and households see tariffs as temporary or counterbalanced by other factors, they are less likely to adjust prices or spending in ways that fuel inflation. The Federal Reserve has acknowledged these dynamics and, despite some risks to employment, remains committed to supporting growth through rate cuts as long as inflation stays contained.

¹⁶ https://www.gold.org/goldhub/research/gold-demand-trends/gold-demand-trends-q2-2025
¹⁷ S&P Global Commodity Insights- Gold Commodity Briefing Service Report, October 2025

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Strong inflows into gold ETFs, ongoing political gridlock in Washington hastened gold's breach of $4,100/oz mark

As of Oct 15, 2025
Red = US Federal Reserve; UBMA = London Bullion Market Association; ETF = exchange-traded fund; DVB = Dilson Valley Bank.
Sources: S&P Global Market, Intelligence; LBMA.
© 2025 S&P Global.

5.0 Prior Valuations

5.01 Orbec stated to Evans & Evans that there have been no formal valuations or appraisals relating to the Company or any affiliate or any of their respective material assets or liabilities made in the preceding three years which are in the possession or control of Orbec, including any prior valuations (as defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders (“MI 61-101”)), and no such valuation or appraisal has been commissioned by the Company or is known to be in the course of preparation.

5.02 No formal valuations or appraisals related to the Purchaser were made available to Evans & Evans.

6.0 Conditions and Restrictions

6.01 The Opinion may not be issued to anyone, nor relied upon by any party beyond the Committee, the Exchanges and the court approving the Proposed Transaction. The Opinion may be referenced and/or included in Orbec’s information circular and may be submitted to the Orbec Securityholders.

6.02 The Opinion may not be issued to any international stock exchange and/or regulatory authority beyond the Exchanges.

6.03 The Opinion may not be issued and/or used to support any type of value with any other third parties, legal authorities, nor stock exchanges, or other regulatory authorities, nor any Canadian or international tax authority. Nor can it be used or relied upon by any of these

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parties or relied upon in any legal proceeding (other than relating to the approval of the Proposed Transaction).

6.04 Any use beyond that defined above is done without the consent of Evans & Evans and readers are advised of such restricted use as set out above.

6.05 The Opinion should not be construed as a formal valuation or appraisal of the Purchaser or the Company or any of their securities or assets. Evans & Evans has, however, conducted such analyses as we considered necessary in the circumstances.

6.06 In preparing the Opinion, Evans & Evans has relied upon and assumed, without independent verification, the truthfulness, accuracy and completeness of the information and the financial data provided by the Purchaser and the Company. Evans & Evans has therefore relied upon all specific information as received and declines any responsibility should the results presented be affected by the lack of completeness or truthfulness of such information. Publicly available information deemed relevant for the purpose of the analyses contained in the Opinion has also been used.

The Opinion is based on: (i) our interpretation of the information which the Company, as well as its representatives and advisers, have supplied to date; (ii) our understanding of the terms of the Proposed Transaction; and (iii) the assumption that the Proposed Transaction will be consummated in accordance with the expected terms.

6.07 The Opinion is necessarily based on economic, market and other conditions as of the date hereof, and the written and oral information made available to us until the date of the Opinion. It is understood that subsequent developments may affect the conclusions of the Opinion, and that, in addition, Evans & Evans has no obligation to update, revise or reaffirm the Opinion.

6.08 Evans & Evans denies any responsibility, financial, legal or other, for any use and/or improper use of the Opinion however occasioned.

6.09 Evans & Evans expresses no opinion as to the price at which any securities of the Orbec or the Company will trade on any stock exchange at any time.

6.10 Evans & Evans was not requested to, and we did not solicit indications of interest or proposals from third parties regarding a possible acquisition of or merger with Orbec. Our opinion also does not address the relative merits of the Proposed Transaction as compared to any alternative business strategies or transactions that might exist for Orbec, the underlying business decision of Orbec to proceed with the Proposed Transaction or the effects of any other transaction in which Orbec will or might engage.

6.11 Evans & Evans expresses no opinion or recommendation as to how any Orbec Securityholder should vote or act in connection with the Proposed Transaction, any related matter or any other transactions. We are not experts in, nor do we express any opinion,

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counsel or interpretation with respect to legal, regulatory, accounting or tax matters. Evans & Evans have assumed that such opinions, counsel or interpretation have been or will be obtained by Orbec from the appropriate professional sources. Furthermore, we have relied, with Orbec consent, on the assessments by Orbec and its advisors, as to all legal, regulatory, accounting and tax matters with respect to Orbec and the Proposed Transaction, and accordingly, we are not expressing any opinion as to the value of Orbec tax attributes or the effect of the Proposed Transaction thereon.

6.12 Evans & Evans is expressing no opinion as to whether any alternative transaction might have been more beneficial to Orbec Securityholders.

6.13 Evans & Evans reserves the right to review all information and calculations included or referred to in the Opinion and, if it considers it necessary, to revise part and/or its entire Opinion and conclusion in light of any information which becomes known to Evans & Evans during or after the date of this Opinion.

6.14 In preparing the Opinion, Evans & Evans has relied upon a letter from the management of Orbec confirming to Evans & Evans in writing that the information and management's representations made to Evans & Evans in preparing the Opinion are accurate, correct and complete and that there are no material omissions of information that would affect the conclusions contained in the Opinion.

6.15 Evans & Evans has based its Opinion upon a variety of factors. Accordingly, Evans & Evans believes that its analyses must be considered as a whole. Selecting portions of its analyses or the factors considered by Evans & Evans, without considering all factors and analyses together, could create a misleading view of the process underlying the Opinion. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Any attempt to do so could lead to undue emphasis on any particular factor or analysis. Evans & Evans’ conclusions as to the fairness, from a financial standpoint to the Orbec Securityholders of the Proposed Transaction were based on its review of the Proposed Transaction taken as a whole, in the context of all of the matters described under “Scope of Review”, rather than on any particular element of the Proposed Transaction or the Proposed Transaction outside the context of the matters described under “Scope of Review”. The Opinion should be read in its entirety.

6.16 Evans & Evans and all of its Principal’s, Partner’s, staff or associates’ total liability for any errors, omissions or negligent acts, whether they are in contract or in tort or in breach of fiduciary duty or otherwise, arising from any professional services performed or not performed by Evans & Evans, its Principal, Partner, any of its directors, officers, shareholders or employees, shall be limited to the fees charged and paid for the Opinion. No claim shall be brought against any of the above parties, in contract or in tort, more than two years after the date of the Opinion.

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7.0 Assumptions

7.01 In preparing the Opinion, Evans & Evans has made certain assumptions as outlined below.

7.02 With the approval of Orbec and as provided for in the Engagement Letter, Evans & Evans has relied upon, and has assumed the completeness, accuracy and fair presentation of, all financial information, business plans, forecasts and other information, data, advice, opinions and representations obtained by it from public sources or provided by Orbec or its affiliates or any of their respective officers, directors, consultants, advisors or representatives or any information made available through access to IAMGOLD publicly available data (collectively, the “Information”). The Opinion is conditional upon such completeness, accuracy and fair presentation of the Information. In accordance with the terms of the Engagement Letter, but subject to the exercise of its professional judgment, and except as expressly described herein, Evans & Evans has not attempted to verify independently the completeness, accuracy or fair presentation of any of the Information.

7.03 Senior officers of Orbec represented to Evans & Evans that, among other things: (i) the Information (other than estimates or budgets) provided orally by, an officer or employee of Orbec or in writing by Orbec (including, in each case, affiliates and their respective directors, officers, consultants, advisors and representatives) to Evans & Evans relating to Orbec, its affiliates or the Proposed Transaction, for the purposes of the Engagement Letter, including in particular preparing the Opinion was, at the date the Information was provided to Evans & Evans, fairly and reasonably presented and complete, true and correct in all material respects, and did not, and does not, contain any untrue statement of a material fact in respect of Orbec, its affiliates or the Proposed Transaction and did not and does not omit to state a material fact in respect Orbec, its affiliates or the Proposed Transaction that is necessary to make the Information not misleading in light of the circumstances under which the Information was made or provided; (ii) with respect to portions of the Information that constitute financial estimates or budgets, they have been fairly and reasonably presented and reasonably prepared on bases reflecting the best currently available estimates and judgments of management of the Company and the Purchaser or their associates and affiliates as to the matters covered thereby and such financial estimates and budgets reasonably represent the views of management of the Company and the Purchaser; and (iii) since the dates on which the Information was provided to Evans & Evans, except as disclosed in writing to Evans & Evans, there has been no material change, financial or otherwise, in the financial condition, assets, liabilities (contingent or otherwise), business, operations or prospects of the Company and the Purchaser or any of their affiliates and no material change has occurred in the Information or any part thereof which would have, or which would reasonably be expected to have, a material effect on the Opinion.

7.04 In preparing the Opinion, we have made several assumptions, including that all final or executed versions of documents will conform in all material respects to the drafts provided to us, all of the conditions required to implement the Proposed Transaction will be met, all consents, permissions, exemptions or orders of relevant third parties or regulating

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Fairness Opinion
October 19, 2025
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authorities will be obtained without adverse condition or qualification, the procedures being followed to implement the Proposed Transaction are valid and effective and that the disclosure provided or (if applicable) incorporated by reference in any information circular provided to shareholders with respect to Orbec, IAMGOLD and the Proposed Transaction will be accurate in all material respects and will comply with the requirements of applicable law. Evans & Evans also made numerous assumptions with respect to industry performance, general business, market and economic conditions and other matters, many of which are beyond the control of Evans & Evans and any party involved in the Proposed Transaction. Although Evans & Evans believes that the assumptions used in preparing the Opinion are appropriate in the circumstances, some or all of these assumptions may nevertheless prove to be incorrect.

7.05 The Company and the Purchaser and all of their related parties and their principals had no contingent liabilities, unusual contractual arrangements, or substantial commitments, other than in the ordinary course of business, nor litigation pending or threatened, nor judgments rendered against, other than those disclosed by management and included in the Opinion that would affect the evaluation or comment.

7.06 As of June 30, 2025, all assets and liabilities of Orbec, and IAMGOLD have been recorded in their accounts and financial statements and follow International Financial Reporting Standards.

7.07 There were no material changes in the financial position of the Company and the Purchaser between the date of their financial statements and the date of the Opinion unless noted in the Opinion. Evans & Evans specifically makes reference to cash and debt balances of the Company and the Purchaser as at the date of the Opinion as outlined in section 1.0 of this Opinion.

7.08 All options and warrants “in-the-money” based on the exercise price of Orbec and the value implied by the Consideration are assumed to be exercised at the close of the Proposed Transaction. Such an assumption was deemed appropriate by the authors of the Opinion to provide Orbec Shareholders with a clear understanding of their potential shareholding in the Purchaser on a fully diluted basis.

7.09 Representations made by the Company and the Purchaser in the Agreement as to the number of outstanding shares are accurate.

8.0 Analysis of Orbec

8.01 In assessing the fairness of the Proposed Transaction, Evans & Evans considered the following analyses and factors, amongst others with respect to Orbec: (1) trading price analysis; (2) historical financings; (3) guideline public companies; (4) mergers & acquisitions analysis; and (5) other considerations.

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MINES D'OR ORBEC INC.

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October 19, 2025

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8.02 Evans & Evans reviewed Orbec’s trading prices over the 10, 30, 90 and 180 trading days preceding the date of the Opinion. As can be seen from the following tables, the Company’s average closing share price on the TSXV has been in the range of $0.06 to $0.09 in the 180 trading days preceding the date of the Opinion.

While Evans & Evans reviewed data over a 180-day trading period, the analysis focused on the 30 to 90 days preceding the date of the Opinion. In the view of Evans & Evans, given changes in the market, a long-term view is not appropriate.

Trading Price (C$)	October 17, 2025
	Minimum	Average	Maximum
10-Days Preceding	$0.07	$0.09	$0.10
30-Days Preceding	$0.07	$0.08	$0.10
90-Days Preceding	$0.04	$0.07	$0.10
180-Days Preceding	$0.04	$0.06	$0.10

In undertaking the share price analysis, the authors of the Opinion deemed it necessary to examine the trading history of Orbec to determine the actual ability of the Orbec Securityholders to realize the implied value of their shares (i.e., sell) and to determine if the Proposed Transaction would offer increased liquidity to the holders of Orbec Shares.

In reviewing the trading volumes of the Company’s shares at the date of the Opinion, as outlined in the table below, the average trading volumes had increased from less than 120,000 Orbec Shares per day to over 305,000 Orbec Shares per day. Overall, in the 90 trading days preceding the date of the Opinion, approximately 14.36 million Orbec Shares traded, representing approximately 13.6% of the Company’s issued and outstanding shares. The limited liquidity in the Orbec Shares implies that the ability of large numbers of Orbec Securityholders being able to convert their Orbec Shares to cash is limited.

Trading Volume	October 17, 2025
	Minimum	Average	Maximum	Total	%
10-Days Preceding	0	305,692	1,040,886	3,056,917	2.9%
30-Days Preceding	0	204,171	1,040,886	6,125,138	5.8%
90-Days Preceding	0	159,597	1,040,886	14,363,735	13.6%
180-Days Preceding	0	115,857	1,040,886	20,854,326	19.7%

Given the limited trading volumes, Evans & Evans also considered the VWAP of Orbec. Over the 60 trading days preceding the date of the Opinion, Orbec’s VWAP increased approximately 13.4% from $0.084 to $0.097. As outlined below, the Consideration is a 30% to 40% premium to Orbec’s VWAP.

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MINES D'OR ORBEC INC.
Fairness Opinion
October 19, 2025
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17-Oct-25
5-Day VWAP	$0.097	20-Day VWAP	$0.088
10-Day VWAP	$0.093	30-Day VWAP	$0.084
15-Day VWAP	$0.092	60-Day VWAP	$0.086

The Consideration implies a value for an Orbec Share in the range of $0.125, which is higher than the trading price as of the date of the Opinion. As can be seen from the following table, the Consideration represents a premium of 30% to 45% over Orbec’s VWAP.

| (Canadian Dollars)
As of the Date of the Opinion | Orbec | IAMGOLD | Exchange Ratio | Cash per Share | Implied Consideration
Other | Premium of Value |
| --- | --- | --- | --- | --- | --- | --- |
| 10 - Day VWAP | 0.093 | 19.010 | 0.0035 | 0.0625 | 0.1284 | 37.3% |
| 20 - Day VWAP | 0.088 | 18.034 | 0.0035 | 0.0625 | 0.1250 | 42.0% |
| 30 - Day VWAP | 0.084 | 17.163 | 0.0035 | 0.0625 | 0.1220 | 45.7% |
| 60 - Day VWAP | 0.086 | 14.722 | 0.0035 | 0.0625 | 0.1135 | 32.7% |

8.03 The Consideration for the Orbec Shares plus the amount for the in-the-money Options and Warrants implies an equity value for Orbec in the range of $18.0 to $18.5 million¹⁸, significantly above the market capitalization of $9.0 to $10.0 million as of the date of the Opinion.

8.04 Evans & Evans assessed the reasonableness of the Consideration to the value implied by the last round of financing secured by the Company. The last round of financing of the Company was completed in June of 2025, when the Company raised gross proceeds of approximately $1,005,000 in a private placement at a price of $0.05 per unit and the flow-through financing which implied a value for Orbec in the range of $5.38 million. However, a flow-through financing is generally completed at a premium given the tax advantages of such flow-through shares. The Consideration is a significant premium to the last round of financing.

8.05 Evans & Evans considered the enterprise value¹⁹ (“EV”) per hectare implied by the Proposed Transaction. The EV / hectare implied by the Proposed Transaction is in the range of $600 to $630. Evans & Evans identified 44 transactions involving the sale of gold properties in Canada, the U.S. and Australia between May 2022 and July 2025. The transaction value (“TV”) / hectare for the identified transactions ranged from $2 to 2,811 with an average of $573 and a median of $180. The EV / hectares multiple of $551 to $636 implied by the Proposed Transaction is well above the median and slightly above the average.

Evans & Evans also reviewed a subset of 25 transactions where the underlying asset had no current NI 43-101 compliant MRE, no JORC compliant MRE and no historical MRE or historical mining operations. For these transactions the TV / hectares multiples ranged

¹⁸ Based on IAMGOLD’s 20-day and 10-day VWAP, respectively.
¹⁹ Enterprise value = market capitalization less cash plus debt / minority interest / preferred shares

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from $35.0 to $2,811, with an average of $780 and a median of $492. The TV / hectare multiple for the Proposed Transaction is above the median and slightly below the average.

Evans & Evans also reviewed nine transactions finalized between July 2024 and September 2025 where the target was strategic to the purchaser. The TV / hectare multiple for those transactions ranged from $36 to $2,552 with an average of $881 and a median of $937. Again, the EV / hectare multiple implied by the Proposed Transaction is in the range of strategic transactions.

8.06 Evans & Evans reviewed financial data and trading multiples for various gold companies whose shares are listed on the TSXV and the Canadian Securities Exchange (“CSE”) in order to assess the reasonableness of Orbec’s current market capitalization and the EV / hectare implied by the Proposed Transaction. Evans & Evans identified 17 GPCs initially and considered 14 as the most comparable to Orbec as companies with early-stage (pre-MRE) gold properties. The selected GPCs had properties primarily in Ontario, Québec, British Columbia, Newfoundland and Nevada. For the 14 selected transactions, Evans & Evans found the EV / hectare ranged from $18.5 to $1,493.1, with an average of $431.4 and a median of $304.1. The EV / hectare implied by the Consideration significantly exceeds the median and average of GPCs with properties at similar stages of development.

In assessing the reasonableness of the above, we considered the following:

there are a limited number of directly comparable public companies, when one considers differentiating factors such as stage of exploration and number of properties;
no company considered in the analysis is identical to the Company; and,
an analysis of the results of the foregoing necessarily involves complex considerations and judgments concerning the differences in the financial and operating characteristics the Company, the Proposed Transaction and other factors that could affect the trading value and aggregate transaction values of the companies to which they are being compared.

8.07 Evans & Evans also reviewed 46 global transactions which involved the acquisition of a gold-focused exploration company with its shares listed on the TSX and TSXV. Evans & Evans then removed those transactions with an enterprise value greater than $20 million. For the 14 transactions remaining, Evans & Evans found the average one-week acquisition premium ranged from -25% to 138% with an average of 30% and a median of 37%. The premium implied by the Proposed Transaction is reasonable as compared to the median for all transactions and that of similar sized transactions.

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MINES D'OR ORBEC INC.
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October 19, 2025
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All Transactions

	1 Day Premium	1 Week Premium	1 Month Premium
Average	37.8%	38.9%	41.2%
Median	33.5%	32.9%	31.5%
Minimum	-25.0%	-25.0%	-22.8%
Maximum	156.7%	157.4%	200.3%

Transactions with an EV Less than $20 Million

	1 Day Premium	1 Week Premium	1 Month Premium
Average	38.4%	37.0%	30.0%
Median	33.4%	30.4%	26.7%
Minimum	-25.0%	-25.0%	-22.8%
Maximum	156.7%	137.7%	95.3%

9.0 Analysis of IAMGOLD

9.01 In assessing the fairness of the Proposed Transaction, Evans & Evans considered the following analyses and factors, amongst others with respect to the Purchaser: (1) trading price analysis; (3) guideline company analysis; and (3) other considerations.

In assessing the fairness of the Proposed Transaction, Evans & Evans conducted a limited analysis of IAMGOLD, as the number of IMG Shares to be received represents approximately 0.15%, a detailed analysis of the Purchaser was not considered appropriate.

9.02 Evans & Evans reviewed the Purchaser’s market capitalization as of the date of the Opinion. As outlined in the table below, IAMGOLD’s market capitalization has increased from $8.5 billion to $10.9 billion over the 60 trading days preceding the date of the Opinion.

Market Capitalization	10-Day	20-Day	30-Day	60-Day
IAMGOLD	10,932,880,000	10,371,630,000	9,870,610,000	8,466,490,000

Evans & Evans also calculated the VWAP of the Purchaser over the 60 days preceding the date of the Opinion. As can be seen from the table below, the VWAP of IAMGOLD increased from $14.72 per share to over $19 per share.

17-Oct-25
5-Day VWAP	$19.373	20-Day VWAP	$18.034
10-Day VWAP	$19.010	30-Day VWAP	$17.163
15-Day VWAP	$18.651	60-Day VWAP	$14.722

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MINES D'OR ORBEC INC.
Fairness Opinion
October 19, 2025
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9.03 Evans & Evans reviewed financial data and trading multiples for various gold companies whose shares are listed on the TSX and TSXV in order to assess the reasonableness of IAMGOLD’s current market capitalization. Evans & Evans first reviewed the Purchaser’s earnings before interest, taxes, depreciation and amortization (“EBITDA”) multiples and margins. Evans & Evans found IAMGOLD’s trailing 12-month (“TTM”) EBITDA margin was in the range of 39%. For the 31 guideline companies reviewed, the average TTM EBITDA margin was 52% and the median was 53%. The average EV / TTM EBITDA multiple for the identified guideline companies was 11.42x and the median was 10.35x. As of the date of the Opinion, IAMGOLD’s EV / TTM EBITDA multiple was 11.30x, which is in line with the average and median of the guideline companies.

Evans & Evans also reviewed consensus price to net asset value (“P/NAV”) multiples for IAMGOLD and the selected guideline companies. P/NAV is a widely used valuation tool in the mining industry because it helps investors assess the value of a mining company's assets and determine if they are trading at a fair price. Evans & Evans found that the consensus P/NAV for IAMGOLD was in the range of 0.89x as compared to an average 1.07x and median 1.10x P/NAV for the selected guideline companies. As such, IAMGOLD does appear to be trading at a discount to its peers on this metric.

In assessing the reasonableness of the above, we considered the following:

there are a limited number of directly comparable public companies, when one considers differentiating factors such as stage of exploration and number of properties;
no company considered in the analysis is identical to the Purchaser; and,
an analysis of the results of the foregoing necessarily involves complex considerations and judgments concerning the differences in the financial and operating characteristics the Purchaser, the Proposed Transaction and other factors that could affect the trading value and aggregate transaction values of the companies to which they are being compared.

9.04 The total number of IMG Shares issued to Orbec represents only 0.15% of the Purchaser’s issued and outstanding shares. Given the Orbec Securityholders are receiving the Cash Consideration and the Share Consideration, Evans & Evans conducted an analysis to determine whether the IMG Shares issued to the Orbec Securityholders could be treated as cash.

Evans & Evans reviewed the definition of a liquid market as outlined in MI 61-101 - Protection of Minority Security Holders in Special Transactions and conducted a liquidity analysis for IAMGOLD. The result of the analysis was that trading in IMG Shares does meet the definition of a liquid market and as such it is reasonable to assume there will be a market for the IMG Shares issued to the Orbec Securityholders.

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MINES D'OR ORBEC INC.
Fairness Opinion
October 19, 2025
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10.0 Fairness Conclusion

10.01 In considering fairness of the Agreement and the Consideration, from a financial point of view to the Orbec Securityholders, Evans & Evans considered the Proposed Transaction from the perspective of the Orbec Securityholders as a group, excluding IAMGOLD, and did not consider the specific circumstances of any particular securityholder, including with regard to income tax considerations.

10.02 Based upon and subject to the foregoing and such other matters as we consider relevant, it is our opinion, as of the date hereof and the date of the Opinion, that the Consideration is fair, from a financial point of view, to the Orbec Securityholders, excluding IAMGOLD.

10.03 In arriving at the conclusion as to fairness, from a financial point of view, Evans & Evans did consider the following quantitative and qualitative issues which shareholders might consider when reviewing the Proposed Transaction. Evans & Evans has not attempted to quantify the qualitative issues.

a. As outlined in sections 8.05 and 8.06 of the Opinion, the EV / hectare metrics implied by the Proposed Transaction are supported by a review of recent mergers & acquisitions for both gold companies and gold assets. The EV / hectare multiple implied by the transaction is near the average and median of identified transactions and in the range of the higher multiples seen for strategic transactions.

b. As outlined in section 8.02 and 8.07 of this Opinion, the Consideration implies premium in excess of 30% as of the date of the Opinion, which is supported by the transactions reviewed by Evans & Evans. Evans & Evans generally looks to the median of the identified transactions in assessing the fairness of any particular transactions.

c. With the Consideration of $0.125 per Orbec Share, all of the Orbec Warrants and Orbec Options are in the money at that price. Accordingly, the holders of Orbec Warrants and Orbec Options will receive a cash payment (without interest) equal to the positive amount (if any) by which the Consideration exceeds the exercise price and as such are being treated similarly to the holders of Orbec Shares (with the exception of Orbec Warrants held by the Purchaser which shall be deemed to be surrendered, assigned and transferred without any consideration).

d. Exchanging shares in a TSXV listed company for shares in a TSX listed company may result in increased liquidity for the Orbec Securityholders. Generally, TSX listed entities will have more broker coverage and as such may generate more investor interest.

e. Related to the point above, Evans & Evans found that in the 180 trading days preceding the date of the Opinion, no Orbec Shares traded above the Consideration. Given the Cash Consideration represents 50% of the Consideration, Evans & Evans analyzed the Cash Consideration in relation to the Orbec trading price. As can be seen from the table

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MINES D'OR ORBEC INC.
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below, in the 180 trading days preceding the Opinion only 11.9 million Orbec Shares have traded on days when the share price exceeded the Cash Consideration.

| Cash Consideration
$0.0625 | # of Days Closing Price
Exceeded Implied Consideration | Shares Traded at
Implied Consideration or Higher | % of Shares
Outstanding |
| --- | --- | --- | --- |
| 10-Days Preceding | 10 | 3,056,917 | 2.9% |
| 30-Days Preceding | 30 | 6,125,138 | 5.8% |
| 60-Days Preceding | 60 | 10,346,597 | 9.8% |
| 90-Days Preceding | 64 | 11,699,960 | 11.0% |
| 180-Days Preceding | 65 | 11,911,463 | 11.2% |

f. As outlined in section 9.03 of this Opinion, IAMGOLD is trading at a discount P/NAV multiple to its peers, suggesting the IAMGOLD shares may be trading at a discount, but at the same time its EBITDA margins are below the median and average of the peers which may be contributing to said discount. As IAMGOLD trades at a P/NAV discount, there is potential for share appreciation as results stabilize and the Purchaser continues to advance its pre-production properties.

11.0 Qualifications & Certification

11.01 The Opinion preparation was carried out by Jennifer Lucas and thereafter reviewed by Michael Evans.

Mr. Michael A. Evans, MBA, CFA, CBV, ASA, Principal, founded Evans & Evans, Inc. in 1989. For over 35 years, he has been extensively involved in the financial services and management consulting fields in Vancouver, where he was a Vice-President of two firms, The Genesis Group (1986-1989) and Western Venture Development Corporation (1989-1990). Over this period, he has been involved in the preparation of several thousand technical and assessment reports, business plans, business valuations, and feasibility studies for submission to various Canadian stock exchanges and securities commissions as well as for private purposes.

Mr. Michael A. Evans holds: a Bachelor of Business Administration degree from Simon Fraser University, British Columbia (1981); a Master's degree in Business Administration from the University of Portland, Oregon (1983) where he graduated with honors; the professional designations of Chartered Financial Analyst (CFA), Chartered Business Valuator (CBV) and Accredited Senior Appraiser. Mr. Evans is a member of the CFA Institute, the CBV Institute and the American Society of Appraisers ("ASA").

Ms. Jennifer Lucas, MBA, CBV, ASA, Partner, joined Evans & Evans in 1997. Ms. Lucas possesses several years of relevant experience as an analyst in the public and private sector in British Columbia and Saskatchewan. Her background includes working for the Office of the Superintendent of Financial Institutions of British Columbia as a Financial Analyst. Ms. Lucas has also gained experience in the Personal Security and Telecommunications industries. Since joining Evans & Evans Ms. Lucas has been involved in writing and reviewing several valuation and due diligence reports for public and private transactions.

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Ms. Lucas holds: a Bachelor of Commerce degree from the University of Saskatchewan (1993), a Masters in Business Administration degree from the University of British Columbia (1995). Ms. Lucas holds the professional designations of Chartered Business Valuator and Accredited Senior Appraiser. She is a member of the CBV Institute and the ASA.

11.02 The analyses, opinions, calculations and conclusions were developed, and this Opinion has been prepared in accordance with the standards set forth by the Canadian Institute of Chartered Business Valuators.

11.03 The authors of the Opinion have no present or prospective interest in Orbec, IAMGOLD, or any entity that is the subject of this Opinion, and we have no personal interest with respect to the parties involved.

Yours very truly,

Evans & Evans, Inc.

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D-1 -

APPENDIX D

INTERIM ORDER

See attached.

Court File No. CL-25-00753554-0000

ONTARIO

SUPERIOR COURT OF JUSTICE

COMMERCIAL LIST

THE HONOURABLE ) MONDAY, THE 10TH
JUSTICE FL MYERS ) DAY OF NOVEMBER, 2025

IN THE MATTER OF AN APPLICATION UNDER SECTION 182 OF THE BUSINESS CORPORATIONS ACT, R.S.O. 1990, c. B.16, AS AMENDED AND RULES 14.05(2), 14.05(3)(f), AND 14.05(3)(g) OF THE RULES OF CIVIL PROCEDURE

AND IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING MINES D'OR ORBEC INC., ITS SECURITYHOLDERS AND IAMGOLD CORPORATION

MINES D'OR ORBEC INC.
Applicant

INTERIM ORDER

THIS MOTION made by the Applicant, Mines D'Or Orbec Inc. ("Orbec") for an interim order for advice and directions pursuant to section 182 of the Business Corporations Act, R.S.O. 1990, c. B.16, as amended, (the "OBCA") was heard via Zoom videoconference call.

ON READING the Notice of Motion, the Notice of Application issued on October 31, 2025 and the affidavit of John Tait sworn November 5, 2025 (the "Tait Affidavit"), including the Plan of Arrangement, which is attached as Appendix "B" to the draft management information circular (the "Circular") of Orbec, which is attached as Exhibit "A" to the Tait Affidavit, and on hearing the submissions of counsel for Orbec and counsel for IAMGOLD Corporation ("IAMGOLD"), and on being advised that the Director appointed under the OBCA (the "Director") does not consider it necessary to appear,

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- D-3 -

Definitions

THIS COURT ORDERS that all capitalized terms used in this Interim Order shall have the meaning ascribed thereto in the Circular or otherwise as specifically defined herein.

The Meeting

THIS COURT ORDERS that Orbec is permitted to call, hold and conduct a special meeting (the “Meeting”) of the holders (the “Company Shareholders”) of common shares of Orbec (the “Company Shares”) and each a “Company Share”), holders (“Company Optionholders”) of incentive stock options of Orbec (“Company Options”) and each a “Company Option”), and holders (“Company Warrantholders”) of common share purchase warrants of Orbec (“Company Warrants”) and each a “Company Warrant”), to be held in a virtual-only meeting format at 10:00 a.m. (Toronto time) on Monday, December 15, 2025, subject to any adjournment or postponement thereof, in order for the Company Shareholders, Company Optionholders and Company Warrantholders (collectively, “Orbec Securityholders”) to among other things, consider and, if determined advisable, pass a special resolution authorizing, adopting and approving, with or without variation, the Arrangement and the Plan of Arrangement (collectively, the “Arrangement Resolution”).
THIS COURT ORDERS that the Meeting shall be called, held, and conducted in accordance with the OBCA, the notice of special meeting of Orbec Securityholders, which accompanies the Circular (the “Notice of Meeting”) and the articles and by-laws of Orbec, subject to what may be provided hereafter and subject to further order of this Court.
THIS COURT ORDERS that the record date (the “Record Date”) for determination of the Orbec Securityholders entitled to notice of, and to vote at, the Meeting shall be the close of business on November 10, 2025.

-3-

THIS COURT ORDERS that the only persons entitled to attend or speak at the Meeting shall be:

(a) registered Company Shareholders, Company Optionholders, and Company Warrantholders as of the Record Date and duly appointed proxyholders;
(b) the officers, directors, auditors, and advisors of Orbec;
(c) representatives and advisors of IAMGOLD;
(d) the Director; and
(e) other persons who may receive the permission of the Chair of the Meeting.

THIS COURT ORDERS that Orbec may transact such other business at the Meeting as is contemplated in the Circular, or as may otherwise be properly before the Meeting.

Quorum

THIS COURT ORDERS that the Chair of the Meeting shall be determined by Orbec and that the quorum at the Meeting shall be at least two Company Shareholders present in person or represented by proxy representing shares aggregating at least 10% of the Company Shares entitled to be voted at the Meeting.

Amendments to the Arrangement and Plan of Arrangement

THIS COURT ORDERS that Orbec is authorized to make, subject to the terms of the Arrangement Agreement, the Plan of Arrangement and paragraph 9, below, such amendments, modifications, or supplements to the Arrangement and the Plan of Arrangement as it may determine, without any additional notice to Orbec Securityholders or others entitled to receive notice under paragraphs 12, 13, and 14 hereof provided same are to correct clerical errors, are non-material/would not if disclosed, reasonably be expected to affect an Orbec Securityholder's decision
D-4 -

-4-
to vote, or are authorized by subsequent Court Order, and the Arrangement and Plan of Arrangement, as so amended, modified, or supplemented shall be the Arrangement and Plan of Arrangement to be submitted to the Orbec Securityholders at the Meeting and shall be the subject of the Arrangement Resolution. Amendments, modifications, or supplements may be made following the Meeting, but shall be subject to review and, if appropriate, further direction by this Court at the hearing for the final approval of the Arrangement.

THIS COURT ORDERS that, if any amendments, modifications, or supplements to the Arrangement or Plan of Arrangement made after initial notice is provided as contemplated in paragraphs 12, 13, and 14 which would, if disclosed, reasonably be expected to affect an Orbec Securityholder's decision to vote for or against the Arrangement Resolution, notice of such amendment, modification or supplement shall be distributed, subject to further order of this Court, by press release, newspaper advertisement, prepaid ordinary mail, or by the method most reasonably practicable in the circumstances, as Orbec may determine.

Amendments to the Circular

THIS COURT ORDERS that Orbec is authorized to make such amendments, revisions, and/or supplements to the draft Circular as it may determine and the Circular, as so amended, revised and/or supplemental, shall be the Circular to be distributed in accordance with paragraphs 12, 13, and 14.

Adjournments and Postponements

THIS COURT ORDERS that Orbec, if it deems advisable and subject to the terms of the Arrangement Agreement, is specifically authorized to adjourn or postpone the Meeting on one or more occasions, without the necessity of first convening the Meeting or first obtaining any vote of the Company Securityholders respecting the adjournment or postponement, and notice of any such adjournment or postponement shall be given by such method as Orbec may determine is appropriate
D-5 -

in the circumstances. This provision shall not limit the authority of the Chair of the Meeting in respect of adjournments and postponements.

Notice of Meeting

THIS COURT ORDERS that, subject to the extent section 262(4) of the OBCA is applicable, in order to effect notice of the Meeting, Orbec shall send or cause to be sent the Circular (including the Notice of Application and this Interim Order), the Notice of Meeting, the form of proxy or voting instruction form as applicable, and the letters of transmittal, along with such amendments or additional documents as Orbec may determine are necessary or desirable and are not inconsistent with the terms of this Interim Order ("the "Meeting Materials") as follows:

(a) to the registered Company Shareholders at the close of business on the Record Date, at least twenty-one days prior to the date of the Meeting, excluding the date of sending and the date of the Meeting, by one or more of the following methods:

(i) by pre-paid ordinary or first class mail at the addresses of the Company Shareholders as they appear on the books and records of Orbec, or its registrar and transfer agent, at the close of business on the Record Date and if no address is shown therein, then the last address of the person known to the Corporate Secretary of Orbec;

(ii) by delivery, in person or by recognized courier service or inter-office mail, to the address specified in (i) above; or

(iii) by facsimile or electronic transmission to any Company Shareholder, who is identified to the satisfaction of Orbec, who requests such transmission in writing and, if required by Orbec, who is prepared to pay the charges for such transmission;

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(b) to non-registered Company Shareholders by providing sufficient copies of the Meeting Materials to intermediaries and registered nominees in a timely manner, in accordance with National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer; and

(c) to the directors and auditors of Orbec and to the Director appointed under the OBCA, by delivery in person, by recognized courier service, by pre-paid ordinary or first class mail or, with the consent of the person, by facsimile or electronic transmission, at least twenty-one days prior to the date of the Meeting, excluding the date of sending and the date of the Meeting.

THIS COURT ORDERS that Orbec is hereby directed to distribute the Meeting Materials to the Company Optionholders and Company Warrantholders by any method permitted for notice to Company Shareholders as set forth in paragraphs 12(a) or 12(b) hereof or by electronic transmission, concurrently with the distribution described in paragraph 12 of this Interim Order. Distribution to such persons shall be to their addresses as they appear on the books and records of Orbec or its registrar and transfer agent at the close of business on the Record Date.
THIS COURT ORDERS that in the event of a postal strike, lockout or event that prevents, delays or otherwise interrupts mailing or delivery of the Meeting Materials in accordance with the terms hereof, the issuance of a news release containing details of (i) the date, time and place of the Meeting, (ii) steps that may be taken by Orbec Securityholders to deliver or transmit proxies by delivery, internet voting or telephone, and (iii) that the Circular will be provided by electronic mail or by courier upon request made by a Orbec Securityholders, and subject to further order of this Court, shall constitute sufficient notice of the Meeting and shall satisfy applicable requirements of the OBCA.

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THIS COURT ORDERS that accidental failure or omission by Orbec to give notice of the Meeting or to distribute the Meeting Materials to any person entitled by this Interim Order to receive notice, or any failure or omission to give such notice as a result of events beyond the reasonable control of Orbec, or the non-receipt of such notice shall, subject to further order of this Court, not constitute a breach of this Interim Order nor shall it invalidate any resolution passed or proceedings taken at the Meeting. If any such failure or omission is brought to the attention of Orbec, it shall use its best efforts to rectify it by the method and in the time most reasonably practicable in the circumstances.
THIS COURT ORDERS that Orbec is hereby authorized to make such amendments, revisions or supplements to the Meeting Materials as Orbec may determine in accordance with the terms of the Arrangement Agreement (“Additional Information”), and that notice of such Additional Information may, subject to paragraph 9, above, be distributed by press release, newspaper advertisement, pre-paid ordinary mail, or by the method most reasonably practicable in the circumstances, as Orbec may determine.
THIS COURT ORDERS that distribution of the Meeting Materials pursuant to paragraphs 12, 13, and 14 of this Interim Order shall constitute notice of the Meeting and good and sufficient service of the within Application upon the persons described in paragraphs 12, 13, and 14 and that those persons are bound by any orders made on the within Application. Further, no other form of service of the Meeting Materials or any portion thereof need be made, or notice given or other material served in respect of these proceedings and/or the Meeting to such persons or to any other persons, except to the extent required by paragraph 9 above.

Solicitation and Revocation of Proxies

THIS COURT ORDERS that Orbec is authorized to use the voting instruction forms, forms of proxies, and letters of transmittal substantially in the form of the drafts accompanying the Circular, with such amendments and additional information as Orbec may determine are necessary or

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desirable, subject to the terms of the Arrangement Agreement. Orbec is authorized, at its expense, to solicit proxies, directly or through its officers, directors or employees, and through such agents or representatives as it may retain for that purpose, and by mail or such other forms of personal or electronic communication as it may determine. Orbec may waive generally, in its discretion, the time limits set out in the Circular for the deposit or revocation of proxies by Orbec Securityholders, if Orbec deems it advisable to do so.

THIS COURT ORDERS that Orbec Securityholders shall be entitled to revoke their proxies in accordance with section 110(4) and 110(4.1) of the OBCA (except as the procedures of that section are varied by this paragraph) provided that any instruments in writing delivered pursuant to section 110(4)(a) of the OBCA must be delivered to Orbec's head office at Suite 330, 215 Spadina Avenue, Toronto, Ontario M5T 2C7 by 10:00 a.m. (Toronto time) on the last Business Day before the day of the Meeting, or any adjournment or postponement thereof, or delivered to the Chair of the Meeting before the Meeting commences. Orbec Securityholders may also revoke their proxy as otherwise described in the Circular and in any other manner permitted by law.

Voting

THIS COURT ORDERS that the only persons entitled to vote in person or by proxy on the Arrangement Resolution shall be those Company Shareholders, Company Optionholders, or Company Warrantholders who hold Company Shares, Company Options, or Company Warrants (respectively) as of the close of business on the Record Date. Illegible votes, spoiled votes, defective votes, and abstentions shall be deemed to be votes not cast. Proxies that are properly signed and dated but which do not contain voting instructions shall be voted in favour of the Arrangement Resolution.
THIS COURT ORDERS that votes shall be taken at the Meeting on the basis of one vote per Company Share held, one vote per Company Option held, or one vote per Company Warrant held.
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In order for the Plan of Arrangement to be implemented, subject to further Order of this Court, the Arrangement Resolution must be passed, with or without variation, at the Meeting by:

(a) an affirmative vote of not less than 66²/³% of the votes cast in respect of the Arrangement Resolution at the Meeting by Company Shareholders present in person or represented by proxy and entitled to vote at the Meeting;

(b) an affirmative vote of not less than 66²/³% of the votes cast in respect of the Arrangement Resolution at the Meeting by Orbec Securityholders (voting together as a single class) present in person or represented by proxy and entitled to vote at the Meeting; and

(c) an affirmative vote of not less than a simple majority of the votes cast in respect of the Arrangement Resolution at the Meeting by Company Shareholders present in person or represented by proxy and entitled to vote at the Meeting, excluding the votes cast in respect of Company Shares held by any Company Shareholder excluded for the purposes of complying with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.

Such votes shall be sufficient to authorize Orbec to do all such acts and things as may be necessary or desirable to give effect to the Arrangement and the Plan of Arrangement on a basis consistent with what is provided for in the Circular without the necessity of any further approval by the Orbec Securityholders, subject only to final approval of the Arrangement by this Court.

THIS COURT ORDERS that in respect of matters properly brought before the Meeting pertaining to items of business affecting Orbec (other than in respect of the Arrangement Resolution), each Company Shareholder is entitled to one vote for each Company Share held.
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Dissent Rights

THIS COURT ORDERS that each registered Company Shareholder shall be entitled to exercise Dissent Rights in connection with the Arrangement Resolution in accordance with section 185 of the OBCA (except as the procedures of that section are varied by this Interim Order and the Plan of Arrangement) provided that, notwithstanding subsection 185(6) of the OBCA, any Company Shareholder who wishes to dissent must, as a condition precedent thereto, provide written objection to the Arrangement Resolution to Orbec in the form required by section 185 of the OBCA and the Arrangement Agreement, which written objection must be received by Orbec c/o Cassels Brock & Blackwell LLP, Suite 3200, Bay Adelaide Centre – North Tower, 40 Temperance Street, Toronto, Ontario, Canada M5H 0B4, Attention: Stephanie Voudouris, not later than 5:00 p.m. (Toronto time) on the date that is two Business Days immediately preceding the Meeting (or any adjournment or postponement thereof), and must otherwise strictly comply with the requirements of the OBCA. For purposes of these proceedings, the "court" referred to in section 185 of the OBCA means this Court.
THIS COURT ORDERS that, notwithstanding section 185(4) of the OBCA, IAMGOLD, not Orbec, shall be required to offer to pay fair value, as of the close of business on the day prior to approval of the Arrangement Resolution, for Company Shares held by Company Shareholders who duly exercise Dissent Rights, and to pay the amount to which such Company Shareholders may be entitled pursuant to the terms of the Plan of Arrangement. In accordance with the Plan of Arrangement and the Circular, all references to the "corporation" in subsections 185(4) and 185(14) to 185(24), inclusive, of the OBCA (except for the second reference to the "corporation" in subsection 185(15)) shall be deemed to refer to IAMGOLD in place of the "corporation", and IAMGOLD shall have all of the rights, duties and obligations of the "corporation" under subsections 185(14) to 185(29), inclusive, of the OBCA.
THIS COURT ORDERS that any Company Shareholder who duly exercises such Dissent Rights set out in paragraph 22 above and who:
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(a) is ultimately determined by this Court to be entitled to be paid fair value for his, her or its Company Shares, shall be deemed to have transferred those Company Shares as of the Effective Time, without any further act or formality and free and clear of all liens, claims, encumbrances, charges, adverse interests, or security interests to IAMGOLD in consideration for a payment of cash from IAMGOLD equal to such fair value; or

(b) is for any reason ultimately determined by this Court not to be entitled to be paid fair value for his, her or its Company Shares pursuant to the exercise of the Dissent Right, shall be deemed to have participated in the Arrangement on the same basis and at the same time as any non-dissenting Company Shareholder;

but in no case shall Orbec, IAMGOLD, or any other person be required to recognize such Company Shareholders as holders of Company Shares at or after the date upon which the Arrangement becomes effective and the names of such Company Shareholders shall be deleted from Orbec's register of Company Shareholders at that time.

Hearing of Application for Approval of the Arrangement

THIS COURT ORDERS that upon approval by the Orbec Securityholders of the Plan of Arrangement in the manner set forth in this Interim Order, Orbec may apply to this Court for final approval of the Arrangement.
THIS COURT ORDERS that distribution of the Notice of Application and the Interim Order in the Circular in accordance with paragraphs 12, 13, and 14 shall constitute good and sufficient service of the Notice of Application and this Interim Order and no other form of service need be effected and no other material need be served unless a Notice of Appearance is served in accordance with paragraph 28.
THIS COURT ORDERS that any Notice of Appearance served in response to the Notice of Application shall be served on the solicitors for Orbec, with a copy to counsel for IAMGOLD, as soon
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as reasonably practicable, and, in any event, by 5:00 p.m. (Toronto time) on the last Business Day that is four Business Days immediately before the hearing of this Application at the following addresses:

Cassels Brock & Blackwell LLP
Suite 3200, Bay Adelaide Centre –
North Tower
40 Temperance Street
Toronto, Ontario M5H 0B4

Stephanie Voudouris
Tel: 416.860.6617
[email protected]

Nichaila Pilcher
Tel: 416.869.5751
[email protected]

Norton Rose Fulbright Canada LLP
222 Bay Street, Suite 3000, P.O. Box 53
Toronto, Ontario M5K 1E7

Andrew McCoomb
Tel: 416.216.4039
[email protected]

THIS COURT ORDERS that, subject to further order of this Court, the only persons entitled to appear and be heard at the hearing of the within application shall be:

(i) Orbec;
(ii) IAMGOLD;
(iii) the Director; and
(iv) any person who has filed a Notice of Appearance herein in accordance with the Notice of Application, this Interim Order, and the Rules of Civil Procedure.

THIS COURT ORDERS that any materials to be filed by Orbec in support of the within Application for final approval of the Arrangement may be filed up to one day prior to the hearing of the Application without further order of this Court.
THIS COURT ORDERS that in the event the within Application for final approval does not proceed on the date set forth in the Notice of Application, and is adjourned, only those persons who
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served and filed a Notice of Appearance in accordance with paragraph 28 shall be entitled to be given notice of the adjourned date.

Service and Notice

THIS COURT ORDERS that the Applicant and its counsel are at liberty to serve or distribute this Order, any other materials and orders as may be reasonably required in these proceedings, including any notices, or other correspondence, by forwarding true copies thereof by electronic message to Company Shareholders, Company Optionholders, Company Warrantholders, creditors, or other interested parties and their advisors. For greater certainty, any such distribution or service shall be deemed to be in satisfaction of a legal or juridical obligation, and notice requirements within the meaning of clause 3(c) of the Electronic Commerce Protection Regulations, Reg. 81000-2-175 (SOR/DORS).

Precedence

THIS COURT ORDERS that, to the extent of any inconsistency or discrepancy between this Interim Order and the terms of any instrument creating, governing, or collateral to the Company Shares, Company Options, Company Warrants or the articles or by-laws of Orbec, this Interim Order shall govern.

Extra-Territorial Assistance

THIS COURT seeks and requests the aid and recognition of any court or any judicial, regulatory or administrative body in any province of Canada and any judicial, regulatory, or administrative tribunal or other court constituted pursuant to the Parliament of Canada or the legislature of any province and any court or any judicial, regulatory, or administrative body of the United States or other country to act in aid of and to assist this Court in carrying out the terms of this Interim Order.
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Variance

THIS COURT ORDERS that Orbec shall be entitled to seek leave to vary this Interim Order upon such terms and upon the giving of such notice as this Court may direct.

Enforceability

THIS COURT ORDERS that this Interim Order is effective and enforceable once signed without any further need for entry and filing.

Justice FL Myers
Digitally signed by Justice FL Myers
Date: 2023.11.10 10:09:56
00'00'

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Court File No. CL-25-00753554-0000

IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING MINES D'OR ORBEC INC. et. al.
Applicant

| | ONTARIO
SUPERIOR COURT OF JUSTICE
COMMERCIAL LIST
PROCEEDING COMMENCED AT
TORONTO |
| --- | --- |
| | INTERIM ORDER |
| | CASSELS BROCK & BLACKWELL LLP
Suite 3200, Bay Adelaide Centre – North Tower
40 Temperance Street
Toronto, ON M5H 0B4
Stephanie Voudouris LSO#: 65752M
Tel: 416.860.6617
[email protected]
Michaila Pilcher LSO#: 93818B
Tel: 416.869.5751
[email protected]
Lawyers for the Applicant |

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APPENDIX E

NOTICE OF APPLICATION

See attached.

Electronically Issued / Déluré par voie électronique : 31-Oct-2025
Superior Court of Justice - Toronto - Commercial List / Cour supérieure de justice
Court File No./N° du dossier du greffe: CL-25-00753554-0000

ONTARIO

SUPERIOR COURT OF JUSTICE

COMMERCIAL LIST

IN THE MATTER OF AN APPLICATION UNDER SECTION 182 OF THE BUSINESS CORPORATIONS ACT, R.S.O. 1990, c. B.16, AS AMENDED AND RULES 14.05(2), 14.05(3)(f), AND 14.05(3)(g) OF THE RULES OF CIVIL PROCEDURE

AND IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING MINES D'OR ORBEC INC., ITS SECURITYHOLDERS AND IAMGOLD CORPORATION

MINES D'OR ORBEC INC.
Applicant

NOTICE OF APPLICATION

TO THE RESPONDENTS

A LEGAL PROCEEDING HAS BEEN COMMENCED by the Applicant. The claim made by the Applicant appears on the following page.

THIS APPLICATION will come on for a hearing

☐ In writing
☐ In person
☐ By telephone conference
☑ By video conference

at 330 University Avenue, Toronto, before a judge presiding over the Commercial List, on December 18, 2025 at 9:30 a.m. or as soon after that time as the matter can be heard.

IF YOU WISH TO OPPOSE THIS APPLICATION, to receive notice of any step in the application or to be served with any documents in the application, you or an Ontario lawyer acting for you must forthwith prepare a notice of appearance in Form 38A prescribed by the Rules of Civil Procedure, serve it on the Applicant’s lawyer or, where the Applicant does not have a lawyer, serve it on the Applicant, and file it, with proof of service, in this court office, and you or your lawyer must appear at the hearing.

IF YOU WISH TO PRESENT AFFIDAVIT OR OTHER DOCUMENTARY EVIDENCE TO THE COURT OR TO EXAMINE OR CROSS-EXAMINE WITNESSES ON THE APPLICATION, you or your lawyer must, in addition to serving your notice of appearance, serve a copy of the evidence on the Applicant’s lawyer or, where the Applicant does not have a lawyer, serve it on the Applicant, and file it, with proof of service, in the court office where the application is to be heard as soon as possible, but at least four days before the hearing.

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IF YOU FAIL TO APPEAR AT THE HEARING, JUDGMENT MAY BE GIVEN IN YOUR ABSENCE AND WITHOUT FURTHER NOTICE TO YOU. IF YOU WISH TO OPPOSE THIS APPLICATION BUT ARE UNABLE TO PAY LEGAL FEES, LEGAL AID MAY BE AVAILABLE TO YOU BY CONTACTING A LOCAL LEGAL AID OFFICE.

Date ____ Issued by ____
Local Registrar

Address of court office: Superior Court of Justice
330 University Avenue, 9th Floor
Toronto ON
M5G 1R7

TO: ALL HOLDERS OF COMMON SHARES, WARRANTS, AND OPTIONS OF MINES D'OR ORBEC INC.

AND TO: THE DIRECTORS OF MINES D'OR ORBEC INC.

AND TO: THE AUDITORS OF MINES D'OR ORBEC INC.

AND TO: THE DIRECTOR UNDER THE BUSINESS CORPORATIONS ACT (ONTARIO)

AND TO: NORTON ROSE FULBRIGHT CANADA LLP
222 Bay Street, Suite 3000, P.O. Box 53
Toronto, Ontario M5K 1E7

Andrew McCoomb LSO#: 61618B
Tel: 416.216.4039
[email protected]

Lawyers for IAMGOLD Corporation

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APPLICATION

Capitalized terms used in this Notice of Application but not defined have the meaning given to them in the Arrangement Agreement (defined below) or the Circular (defined below), both of which will be appended as exhibits to the affidavit sworn in support of this application.
The applicant Mines D'Or Orbec Inc. ("Orbec") makes application for:

(a) an Interim Order for advice and directions pursuant to subsection 182(5) of the Business Corporations Act, R.S.O. 1990, c. B.16, as amended, (the "OBCA") with respect to notice and the conduct of a special meeting (the "Meeting") of the holders (the "Company Shareholders") of common shares of Orbec (the "Company Shares" and each a "Company Share"), holders of incentive stock options of Orbec ("Company Options"), and holders of common share purchase warrants of Orbec ("Company Warrants") and such other matters pertaining to a proposed arrangement (the "Arrangement") under a plan of arrangement (the "Plan of Arrangement") involving Orbec, its securityholders, and IAMGOLD Corporation ("IAMGOLD");

(b) a Final Order pursuant to subsections 182(3) and 182(5) of the OBCA approving the Arrangement, if it is adopted and approved by Company Shareholders and holders of Company Options and Company Warrants (collectively, "Orbec Securityholders") at the Meeting, substantially in the form to be described in Orbec's management information circular (the "Circular") to be distributed to Orbec Securityholders in connection with the Meeting;

(c) an order abridging the time for the service and filing of, or dispensing with service of, this Notice of Application and related materials, if necessary; and

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(d) such further and other relief as this Court may deem just.

The grounds for the application are:

(a) Orbec is a corporation organized under the OBCA. Its head and registered office is located in Toronto, Ontario;

(b) Orbec is a TSXV listed mineral exploration company focused on the acquisition, exploration and development of mineral properties in Canada. Orbec holds a 100% interest in the Muus Project comprised of the Muus, Muus East, Nisk, Fancamp and Embry Properties. Together, these properties include a total of 450 claims covering approximately 24,979 hectares. The Muus Project is located in the southern part of the James Bay area of the Province of Quebec, about 30 km south of Chapais and 50 km southwest of Chibougamau within the eastern end of the Abitibi Greenstone belt;

(c) Orbec is a reporting issuer in the provinces of Alberta, British Columbia, and Ontario. The Company Shares currently trade on the TSXV in Canada under the symbol "BLUE" and the OTC Pink in the United States under the symbol "BLTMF";

(d) Orbec also has Company Options and Company Warrants outstanding;

(e) IAMGOLD is a corporation organized under the Canada Business Corporations Act, R.S.C. 1985 c. C-44 with its head and registered office located in Toronto, Ontario;

(f) IAMGOLD is an intermediate gold producer and developer based in Canada with operating mines in North America and West Africa, including Côté Gold (Canada), Westwood (Canada) and Essakane (Burkina Faso). The Côté gold mine achieved

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full nameplate in June 2025 and has the potential to be among the largest gold mines in Canada. IAMGOLD operates Côté in partnership with Sumitomo Metal Mining Co. Ltd. In addition, IAMGOLD has an established portfolio of early stage and advanced exploration projects within high-potential mining districts. IAMGOLD employs approximately 3,700 people and is committed to maintaining its culture of accountable mining through high standards of environmental, social and governance practices;

(g) the IAMGOLD Shares are listed on the New York Stock Exchange under the symbol "IAG" and the Toronto Stock Exchange under the symbol "IMG";

(h) IAMGOLD is a reporting issuer in each of the provinces and territories of Canada;

(i) on October 19, 2025, Orbec and IAMGOLD entered into an arrangement agreement (the "Arrangement Agreement"), pursuant to which IAMGOLD agreed to acquire all of the issued and outstanding Company Shares, other than those Company Shares held by IAMGOLD;

(j) the Arrangement Agreement contemplates the Arrangement being effected by way of a proposed court-approved Plan of Arrangement under section 182 of the OBCA;

(k) pursuant to the Plan of Arrangement, the following events shall occur and shall be deemed to occur sequentially as set out below without any further authorization, act or formality by the Parties or any other Person, and in each case, unless stated otherwise, effective as at one minute intervals starting at the Effective Time; provided, that, the exchanges and cancellations provided for below shall be

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deemed to occur on the Effective Date, notwithstanding that certain of the procedures related thereto are not completed until after the Effective Date:

(i) notwithstanding the terms of the Stock Option Plan, the applicable Option Agreement and any other instrument or document governing a Company Option:

(1) each Company In-the-Money Option whether vested or unvested, that is outstanding immediately prior to the Effective Time, shall be unconditionally vested and exercisable, and shall be, without any further authorization, act or formality, including by or on behalf of the holder of such Company Option, deemed to be surrendered, assigned and transferred by the holder thereof to the Company (free and clear of all Liens) in exchange for the Company In-the-Money Option Consideration, less any applicable withholdings pursuant to Section 5.3 of the Plan of Arrangement;

(2) each Company Option (other than a Company In-the-Money Option) whether vested or unvested, that is outstanding immediately prior to the Effective Time, shall be unconditionally vested and exercisable, and shall be, without any further action by or on behalf of the holder of such Company Option, cancelled without any payment therefor;

(3) with respect to each Company Option surrendered, assigned and transferred under Section 3.1(a)(i) of the Plan of Arrangement or cancelled under Section 3.1(a)(ii) of the Plan of Arrangement, as of

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the Effective Time of such surrender, assignment and transfer or cancellation thereof, as applicable: (A) the applicable Optionholder shall cease to be the holder of such Company Option; (B) the applicable Optionholder shall cease to have any rights as a holder in respect of such Company Option, or under the Stock Option Plan, legacy stock option or option agreement, other than the right to receive the consideration, if any, less applicable withholdings, to which such holder is entitled pursuant to Section 3.1(a) of the Plan of Arrangement; (C) such Optionholder's name shall be removed from the applicable register of Company Options; and (D) all agreements, grants and similar instruments relating thereto (including, if applicable, the Stock Option Plan) shall be cancelled and terminated;

(ii) notwithstanding the terms of the applicable warrant certificate and any other instrument or document governing a Company Warrant:

(1) each Company In-the-Money Warrant that is outstanding immediately prior to the Effective Time shall be, without any further action by or on behalf of the holder of such Company Warrant, deemed to be surrendered, assigned and transferred by the holder thereof to the Company (free and clear of all Liens) in exchange for the Company In-the-Money Warrant Consideration, less any applicable withholdings pursuant to Section 5.3 of the Plan of Arrangement;

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(2) each Company Warrant (other than a Company In-the-Money Warrant) that is outstanding immediately prior to the Effective Time shall be, without any further action by or on behalf of the holder of such Company Warrant, cancelled without any payment therefor;

(3) with respect to each Company Warrant surrendered, assigned and transferred under Section 3.1(b)(i) of the Plan of Arrangement or cancelled under Section 3.1(b)(ii) of the Plan of Arrangement, as of the Effective Time of such surrender, assignment and transfer or cancellation thereof, as applicable: (A) the applicable Warrantholder shall cease to be the holder of such Company Warrant; (B) the applicable Warrantholder shall cease to have any rights as a holder in respect of such Company Warrant, or under the warrant certificate, other than the right to receive the consideration, if any, less applicable withholdings, to which such holder is entitled pursuant to Section 3.1(b) of the Plan of Arrangement; (C) such Warrantholder's name shall be removed from the applicable register of Company Warrants; and (D) all agreements, grants and similar instruments relating thereto (including the applicable warrant certificate) shall be cancelled and terminated;

(iii) each outstanding Company Share held by a Dissenting Shareholder in respect of which Dissent Rights have been validly exercised shall be deemed to have been transferred without any further act or formality by the holder thereof to the Purchaser (free and clear of all Liens), and:

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(1) such Dissenting Shareholder shall cease to have any rights as a Company Shareholder, other than the right to be paid the fair value of its Company Shares by the Purchaser in accordance with Article 4 of the Plan of Arrangement;

(2) the name of such Dissenting Shareholder shall be removed from the register of holders of Company Shares maintained by or on behalf of the Company; and

(3) the Purchaser shall be recorded on the register of holders of Company Shares maintained by or on behalf of the Company as the holder of the Company Shares so transferred and shall be deemed to be the legal and beneficial owner thereof (free and clear of all Liens);

(iv) contemporaneously with the step contemplated in Section 3.1(c) of the Plan of Arrangement, each Company Share outstanding immediately prior to the Effective Time (other than Company Shares held by a Dissenting Shareholder who has validly exercised their Dissent Rights in respect of such Company Shares) shall be transferred without any further act or formality by the Company Shareholder to the Purchaser (free and clear of all Liens) in exchange for the Consideration, and:

(1) the holder of such Company Share shall cease to have any rights as a Company Shareholder other than the right to be paid the Consideration per Company Share in accordance with this Plan of Arrangement;

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(1) such Dissenting Shareholder shall cease to have any rights as a Company Shareholder, other than the right to be paid the fair value of its Company Shares by the Purchaser in accordance with Article 4 of the Plan of Arrangement;

(2) the name of such Dissenting Shareholder shall be removed from the register of holders of Company Shares maintained by or on behalf of the Company; and

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cast by Orbec Securityholders (voting together as a single class) in each case present in person or represented by proxy and entitled to vote at the Meeting, and (iii) a simple majority of the votes cast by Company Shareholders present in person or represented by proxy and entitled to vote at the Meeting, excluding certain related parties as prescribed by MI 61-101;

(m) the Arrangement is an “arrangement” within the meaning of subsection 182(1) of the OBCA;

(n) all statutory requirements under the OBCA have been or will be fulfilled by the return date of this application;

(o) the directions set out and the approvals required pursuant to the Interim Order will be followed and obtained by the return date of this application;

(p) the Arrangement is in the best interests of Orbec, is fair and reasonable to all affected parties, has a valid business purpose, and is put forward in good faith;

(q) this application has a material connection to the Toronto Region in that, among other things, (i) Orbec is an OBCA corporation, (ii) its head and registered office is located in Toronto, and (iii) the head office of Orbec’s auditors is located in Toronto;

(r) the proposed directions contained in the Interim Order are within the scope of section 182(5) of the OBCA, will enable Orbec to carry out the Meeting, and will enable this Honourable Court to consider whether to approve the Arrangement on the return of this application;

(s) if made, the Final Order approving, among other things, the fairness and reasonableness of the terms and conditions of the Arrangement, will constitute the

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basis for reliance on the exemption available under section 3(a)(10) of the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder and pursuant to similar exemptions under applicable U.S. state securities laws, for the securities issued and exchanged in the U.S. pursuant to the Arrangement;

(t) service in these proceedings on persons outside of Ontario will be effected pursuant to rule 17.02(n) of the Rules of Civil Procedure and the Interim Order;

(u) sections 182 and 185 of the OBCA and rules 1.04, 1.05, 3.02, 14.05, 17.02, and 38 of the Rules of Civil Procedure;

(v) Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions of the Canadian Securities Administrators;

(w) National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer of the Canadian Securities Administrators; and

(x) such further and other grounds as counsel may advise and this Court may permit.

The following documentary evidence will be used at the hearing of the application:

(a) an affidavit in support of the Interim Order and the Final Order, to be sworn and filed in this proceeding, and the exhibits (including the Circular and the Plan of Arrangement) attached thereto and other materials referenced therein;

(b) supplementary affidavits to be filed in respect of the Meeting and compliance with the Interim Order, to be sworn; and

E-13 -

-13-
October 29, 2025

CASSELS BROCK & BLACKWELL LLP
Suite 3200, Bay Adelaide Centre – North Tower
40 Temperance St.
Toronto, Ontario M5H 0B4

Stephanie Voudouris LSO#: 65752M
Tel: 416.860.6617
[email protected]

Michaila Pilcher LSO#: 93818B
Tel: 416.869.5751
[email protected]

Lawyers for the Applicant

-E-14-

E-15 -

IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING MINES
D'OR ORBEC INC. et. al.

| Applicant | ONTARIO
SUPERIOR COURT OF JUSTICE
COMMERCIAL LIST
PROCEEDING COMMENCED AT
TORONTO |
| --- | --- |
| NOTICE OF APPLICATION | CASSELS BROCK & BLACKWELL LLP
Suite 3200, Bay Adelaide Centre – North Tower
40 Temperance Street
Toronto, Ontario M5H 0B4
Stephanie Voudouris LSO#: 65752M
Tel: 416.860.6617
[email protected]
Michaila Pilcher LSO#: 93818B
Tel: 416.869.5751
[email protected]
Lawyers for the Applicant |

APPENDIX F
INFORMATION CONCERNING IAMGOLD

The following information, including information contained in documents incorporated by reference herein, is presented on a pre-Arrangement basis and reflects the business, financial and share capital position of IAMGOLD. See “Cautionary Note Regarding Forward-Looking Statements” in this Circular in respect of forward-looking statements that are included in this Appendix and in the documents incorporated by reference herein.

All capitalized terms used in this Appendix and not defined herein have the meaning ascribed to such terms in the “Glossary of Terms” or elsewhere in this Circular. The information contained in this Appendix unless otherwise indicated, is given as of November 10, 2025, the date of this Circular.

Upon completion of the Arrangement, each Shareholder will become a holder of IAMGOLD Shares other than those Shareholders who are Dissenting Shareholders.

Documents Incorporated by Reference

The following documents, filed by IAMGOLD with the securities commissions or similar regulatory authorities in each of the provinces and territories of Canada, are specifically incorporated by reference into this Circular:

(a) the annual information form for the year ended December 31, 2024 dated March 21, 2025 (the “IAMGOLD AIF”);

(b) the audited consolidated financial statements as at December 31, 2024 and 2023 and the notes thereto, together with the Report of Independent Registered Public Accounting Firm (the “IAMGOLD Annual Financial Statements”);

(c) management’s discussion and analysis of financial position and results of operations of IAMGOLD for the year ended December 31, 2024 (the “IAMGOLD Annual MD&A”);

(d) the management information circular dated April 3, 2025 in connection with the annual meeting of shareholders of IAMGOLD held on May 6, 2025;

(e) the unaudited condensed consolidated interim financial statements as at and for the three and nine months ended September 30, 2025 and 2024, together with the notes thereto (the “IAMGOLD Interim Financial Statements”); and

(f) management’s discussion and analysis of financial position and results of operations of IAMGOLD for the third quarter ended September 30, 2025 (the “IAMGOLD Q3 MD&A”).

Any document of the type referred to in section 11.1 of Form 44-101F1 of National Instrument 44-101 – Short Form Prospectus Distributions filed by IAMGOLD with the securities commissions or similar regulatory authorities in Canada after the date of this Circular and prior to the date the Arrangement is completed or withdrawn shall be deemed to be incorporated by reference in this Circular. In addition, any document filed by IAMGOLD with the United States Securities and Exchange Commission (the “SEC”) or furnished to the SEC on Form 6-K or otherwise after the date of this Circular (and prior to the date the Arrangement is completed or withdrawn) shall be deemed to be incorporated by reference into this Circular.

Any statement contained in this Circular or in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for the purposes of this Circular, to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such statement. Any statement so modified or superseded shall not constitute a part of this Circular, except as so modified or superseded. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of such a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue

F-1 -

statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.

Copies of the documents incorporated or deemed to be incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of IAMGOLD, at 150 King Street, Suite 2200, Toronto, ON M5H 1J9, Telephone (416) 360-4710, and are also available electronically at www.sedarplus.ca under IAMGOLD’s issuer profile.

References to IAMGOLD’s website in any documents that are incorporated by reference into this Circular, do not incorporate by reference the information on such website, and IAMGOLD disclaims any such incorporation by reference.

IAMGOLD Overview

Corporate Structure

IAMGOLD is a corporation governed by the CBCA. The registered and principal office of IAMGOLD is located at 150 King Street, Suite 2200, Toronto, ON M5H 1J9. IAMGOLD’s telephone number is (416) 360-4710.

Description of Business

IAMGOLD is an intermediate gold producer and developer based in Canada with operating mines in North America and West Africa, including Côté Gold (Canada), Westwood (Canada) and Essakane (Burkina Faso). The Côté Gold Mine achieved full nameplate in June 2025 and has the potential to be among the largest gold mines in Canada. IAMGOLD operates Côté in partnership with Sumitomo Metal Mining Co. Ltd. In addition, IAMGOLD has an established portfolio of early stage and advanced exploration projects within high potential mining districts.

IAMGOLD employs approximately 3,700 people and is committed to maintaining its culture of accountable mining through high standards of Environmental, Social and Governance practices. IAMGOLD is listed on the NYSE (NYSE:IAG) and the TSX (TSX:IMG).

Recent Developments

On January 10, 2025, IAMGOLD announced the filing of a technical report for the Westwood Complex, titled “Technical Report on the Westwood Complex, Quebec, Canada” dated September 30, 2024.

On February 20, 2025, IAMGOLD announced its updated Mineral Reserves and Mineral Resources statement as of December 31, 2024, prepared in accordance with NI 43-101. Pursuant to IAMGOLD’s productive year for exploration and operations drilling teams, IAMGOLD was able to increase its global Mineral Measured and Indicated Resources on a 100% basis to a total of 26.7 million ounces.

On April 3, 2025, IAMGOLD announced the filing of a technical report for the Nelligan Gold Project, titled “NI 43-101 Technical Report on the Nelligan Gold Project, Québec” dated April 2, 2025.

On June 21, 2025, the Côté Gold Mine reached a major milestone as the processing plant operated at the nameplate capacity of 36,000 tonnes per day on average over thirty consecutive days.

On September 9, 2025, IAMGOLD announced that it has been named to the 2025 TSX30, an annual ranking of the top-performing companies on the TSX over a three-year period, based on dividend-adjusted share price appreciation.

On September 15, 2025, IAMGOLD announced assay results from the ongoing 2025 drilling programs at its Nelligan Project (100% owned by IAMGOLD) and its Monster Lake Project (100% owned by IAMGOLD) confirming the extension of the mineralized zones of both deposits.

On October 20, 2025, IAMGOLD announced that it has signed a definitive arrangement agreement with Northern Superior Resources Inc. (“Northern Superior”) pursuant to which IAMGOLD has agreed to acquire all of the issued and outstanding common shares of Northern Superior by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) (the “Northern Acquisition”).

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Description of Capital Structure

IAMGOLD is authorized to issue an unlimited number of first preference shares (the "First Preference Shares"), an unlimited number of second preference shares (the "Second Preference Shares") and an unlimited number of IAMGOLD Shares, of which 575,347,085 are outstanding as at November 10, 2025. IAMGOLD does not have any outstanding non-voting shares or securities with unequal voting rights.

Each IAMGOLD Share entitles the holder thereof to one vote at all meetings of shareholders other than meetings at which only holders of another class or series of shares are entitled to vote. Each IAMGOLD Share entitles the holder thereof, subject to the prior rights of the holders of the First Preference Shares and the Second Preference Shares, to receive any dividends declared by the directors of IAMGOLD and the remaining property of IAMGOLD upon dissolution.

The First Preference Shares are issuable in one or more series. Subject to the articles of IAMGOLD, the directors of IAMGOLD are authorized to fix, before issue, the designation, rights, privileges, restrictions and conditions attaching to the First Preference Shares of each series. The First Preference Shares rank prior to the Second Preference Shares and the IAMGOLD Shares with respect to the payment of dividends and the return of capital on liquidation, dissolution or winding-up of IAMGOLD. Except with respect to matters as to which the holders of First Preference Shares are entitled by law to vote as a class, the holders of First Preference Shares are not entitled to vote at meetings of shareholders of IAMGOLD. The holders of First Preference Shares are not entitled to vote separately as a class or series or to dissent with respect to any proposal to amend the articles of IAMGOLD to create a new class or series of shares ranking in priority to or on parity with the First Preference Shares or any series thereof, to effect an exchange, reclassification or cancellation of the First Preference Shares or any series thereof or to increase the maximum number of authorized shares of a class or series ranking in priority to or on parity with the First Preference Shares or any series thereof.

The Second Preference Shares are issuable in one or more series. Subject to the articles of IAMGOLD, the directors of IAMGOLD are authorized to fix, before issue, the designation, rights, privileges, restrictions and conditions attaching to the Second Preference Shares of each series. The Second Preference Shares rank junior to the First Preference Shares and prior

F-3 -

to the IAMGOLD Shares with respect to the payment of dividends and the return of capital on liquidation, dissolution or winding-up of IAMGOLD. Except with respect to matters as to which the holders of Second Preference Shares are entitled by law to vote as a class, the holders of Second Preference Shares are not entitled to vote at meetings of shareholders of IAMGOLD. The holders of Second Preference Shares are not entitled to vote separately as a class or series or to dissent with respect to any proposal to amend the articles of IAMGOLD to create a new class or series of shares ranking in priority to or on parity with the Second Preference Shares or any series thereof, to effect an exchange, reclassification or cancellation of the Second Preference Shares or any series thereof or to increase the maximum number of authorized shares of a class or series ranking in priority to or on parity with the Second Preference Shares or any series thereof.

Dividend Policy

IAMGOLD has not declared a dividend on the IAMGOLD Shares for the three most recently completed financial years.

IAMGOLD maintains a dividend policy with the timing, payment and amount of dividends paid by IAMGOLD to shareholders to be determined by the board of directors of IAMGOLD from time to time based upon, among other things, current and forecasted cash flow, results of operations and the financial condition of IAMGOLD, the need for funds to finance ongoing operations and development, exploration and capital projects, and such other business considerations as the directors of IAMGOLD may consider relevant. In December 2013, IAMGOLD suspended dividend payments until further notice to conserve cash and preserve liquidity.

IAMGOLD's unsecured revolving credit facility dated February 1, 2016 (the "Credit Facility"), IAMGOLD's five year second lien secured term loan in a principal amount of US$400 million dated May 16, 2023 (the "Term Loan") and the 5.750% senior notes maturing on October 15, 2028 issued by IAMGOLD on September 23, 2020, in an aggregate principal amount of US$450 million, (the "2028 Senior Notes"), all contain covenants that restrict the ability of IAMGOLD to declare or pay dividends if a default under the Credit Facility, Term Loan or the 2028 Senior Notes, as applicable, has occurred and is continuing or would result from the declaration or payment of a dividend.

Consolidated Capitalization

There has been no material change in the share and loan capital of IAMGOLD, on a consolidated basis, since the date of the IAMGOLD Interim Financial Statements, which are incorporated by reference in this Circular.

Assuming the Arrangement is completed in accordance with the Plan of Arrangement (without any adjustments to the Consideration, the Company In-the-Money Option Consideration or the Company In-the-Money Warrant Consideration), the number of IAMGOLD Shares issued and outstanding does not change prior to the Effective Date (whether pursuant to the exercise of Options or otherwise) and no Dissent Rights are exercised in respect of the Arrangement Resolution, IAMGOLD will issue approximately 347,852 IAMGOLD Shares, resulting in a total of approximately 575,694,937 IAMGOLD Shares issued and outstanding immediately upon completion of the Arrangement.

Prior Sales

The following table summarizes issuances of securities of IAMGOLD during the twelve-month period preceding the date of this Circular:

Issue/Grant	Type of Security Issued	Price per security (C$)	Number of Securities	Footnote
November 12, 2024	Common Shares	$6.86	40,000	(1)
November 12, 2024	Restricted Share Units	$7.02	7,732	(2)
November 21, 2024	Common Shares	$6.86	16,100	(1)
November 22, 2024	Common Shares	$6.24	5,682	(1)
November 22, 2024	Common Shares	$6.86	16,000	(1)
November 25, 2024	Common Shares	$6.86	22,400	(1)
November 25, 2024	Restricted Share Units	$7.48	3,989	(2)
December 4, 2024	Common Shares	$4.03	8,305	(1)

Issue/Grant	Type of Security Issued	Price per security (C$)	Number of Securities	Footnote
December 4, 2024	Common Shares	$3.69	4,112	(1)
December 4, 2024	Common Shares	$3.99	13,073	(1)
December 4, 2024	Common Shares	$4.74	17,088	(1)
December 4, 2024	Common Shares	$6.86	13,900	(1)
December 10, 2024	Common Shares	$6.86	16,800	(1)
December 10, 2024	Restricted Share Units	$7.98	3,294	(2)
December 31, 2024	Deferred Share Units	$7.43	39,166	(3)
January 22, 2025	Common Shares	$6.86	8,700	(1)
January 23, 2025	Common Shares	$4.74	100,000	(1)
January 31, 2025	Common Shares	$6.86	100,000	(1)
February 11, 2025	Common Shares	$12.25	816,488	(4)
February 25, 2025	Common Shares	$3.99	2,645	(1)
February 26,2025	Common Shares	$6.86	92,600	(1)
February 28, 2025	Performance Share Units	$7.97	339,592	(5)
February 28, 2025	Restricted Share Units	$7.97	745,162	(2)
February 28, 2025	Options	$7.97	433,180	(8)
March 3, 2025	Common Shares	$4.03	59,556	(6)
March 3, 2025	Common Shares	$4.03	82,590	(7)
March 3, 2025	Common Shares	$3.69	52,898	(6)
March 3, 2025	Common Shares	$3.69	102,179	(7)
March 3, 2025	Common Shares	$3.50	507,045	(6)
March 3, 2025	Common Shares	$3.50	99,163	(7)
March 12, 2025	Common Shares	$3.99	2,512	(1)
March 12, 2025	Common Shares	$3.50	6,358	(1)
March 17, 2025	Common Shares	$3.99	4,660	(1)
March 17, 2025	Common Shares	$4.74	15,000	(1)
March 17, 2025	Common Shares	$3.50	8,804	(1)
March 18, 2025	Common Shares	$4.03	906,861	(6)
March 18, 2025	Common Shares	$4.03	338,010	(7)
March 18, 2025	Common Shares	$4.03	5,599	(1)
March 18, 2025	Common Shares	$4.03	10,000	(6)
March 20, 2025	Common Shares	$4.02	20,404	(1)
March 20, 2025	Common Shares	$3.73	37,966	(1)
March 20, 2025	Common Shares	$3.67	20,100	(1)
March 21, 2025	Common Shares	$4.03	100	(1)
March 21, 2025	Common Shares	$3.99	23,380	(1)
March 21, 2025	Common Shares	$4.74	18,982	(1)
March 21, 2025	Common Shares	$3.50	20,000	(1)
March 25, 2025	Common Shares	$3.50	4,138	(1)
March 28, 2025	Common Shares	$4.03	62,011	(1)
March 28, 2025	Common Shares	$3.69	45,100	(1)
March 28, 2025	Common Shares	$3.99	22,735	(1)
March 28, 2025	Common Shares	$4.74	19,954	(1)
March 28, 2025	Common Shares	$3.50	45,221	(1)
March 31, 2025	Deferred Share Units	$8.98	31,883	(3)
April 9, 2025	Common Shares	$4.90	28,089	(6)
April 25, 2025	Common Shares	$3.99	4,502	(1)
May 9, 2025	Deferred Share Units	$9.78	2,641	(3)

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Issue/Grant	Type of Security Issued	Price per security (C$)	Number of Securities	Footnote
June 3, 2025	Common Shares	$3.69	16,133	(1)
June 3, 2025	Common Shares	$4.74	15,939	(1)
June 6, 2025	Common Shares	$3.69	6,932	(1)
June 10, 2025	Common Shares	$4.31	2,543	(6)
June 10, 2025	Common Shares	$3.62	16,667	(6)
June 30, 2025	Deferred Share Units	$10.03	30,689	(3)
July 18, 2025	Common Shares	$3.69	1,438	(1)
August 12, 2025	Restricted Share Units	$11.07	4,803	(2)
August 13, 2025	Common Shares	$4.74	5,000	(1)
August 14, 2025	Common Shares	$6.24	5,682	(1)
August 18, 2025	Common Shares	$6.75	1,424	(6)
August 18, 2025	Common Shares	$4.74	25,000	(1)
August 25, 2025	Common Shares	$7.04	13,460	(6)
August 25, 2025	Common Shares	$4.74	10,000	(1)
August 27, 2025	Common Shares	$4.74	5,000	(1)
September 8, 2025	Common Shares	$4.74	85,000	(1)
September 15, 2025	Common Shares	$4.03	4,152	(1)
September 15, 2025	Common Shares	$3.69	4,112	(1)
September 15, 2025	Common Shares	$3.99	4,357	(1)
September 15, 2025	Common Shares	$4.74	5,000	(1)
September 15, 2025	Common Shares	$3.50	5,959	(1)
September 23, 2025	Common Shares	$4.74	5,000	(1)
September 29, 2025	Common Shares	$4.74	5,000	(1)
September 29, 2025	Common Shares	$3.50	5,291	(1)
September 30, 2025	Deferred Share Units	$17.98	18,213	(3)
October 1, 2025	Common Shares	$4.74	2,500	(1)
October 16, 2025	Common Shares	$4.74	10,000	(1)
October 17, 2025	Common Shares	$4.74	2,500	(1)

Notes:

(1) IAMGOLD Shares issued upon exercise of previously granted awards of IAMGOLD Share purchase options (each, an “Option”) pursuant to the share incentive plan of IAMGOLD (the “SIP”).

(2) Issuance of restricted share units (each, a “RSU”) pursuant to the SIP.

(3) Issuance of deferred share units (each, a “DSU”) pursuant to the SIP.

(4) IAMGOLD Shares issued in relation to the private placement which qualified as flow-through shares.

(5) Issuance of performance share units (each, a “PSU”) pursuant to the SIP.

(6) IAMGOLD Shares issued upon release of previously granted awards of RSUs pursuant to the SIP.

(7) IAMGOLD Shares issued upon release of previously granted awards of PSUs pursuant to the SIP.

(8) Issuance of Options pursuant to the SIP.

Trading Price and Volume

The IAMGOLD Shares are listed on the TSX under the symbol “IMG” and on the NYSE under the symbol “IAG.”

The following table sets forth the market price range and the trading volume of the IAMGOLD Shares on the TSX on a monthly basis for each month for the twelve-month period before the date of this Circular:

TSX

Month	High (C$)	Low (C$)	Close (C$)	Volume
November 2024	8.17	6.87	7.72	55,820,621
December 2024	8.39	7.19	7.43	49,962,901
January 2025	9.27	7.49	9.04	72,605,818
February 2025	9.68	7.61	7.97	81,082,280
March 2025	9.39	7.27	8.98	79,226,566
April 2025	11.63	7.63	9.77	108,900,389
May 2025	10.19	8.46	9.42	76,823,665
June 2025	10.78	9.57	10.03	78,883,501
July 2025	10.27	9.26	9.36	74,443,905
August 2025	12.83	9.35	12.79	91,554,475
September 2025	18.27	12.63	17.98	123,953,680
October 2025	20.63	15.30	16.24	139,880,020
November 3 to November 10, 2025	18.80	15.33	18.66	26,928,723

The closing price of the IAMGOLD Shares on the TSX on November 10, 2025 was C$18.66.

The following table sets forth the market price range and the trading volume of the IAMGOLD Shares on the NYSE on a monthly basis for each month for the twelve-month period before the date of this Circular:

NYSE

Month	High (US$)	Low (US$)	Close (US$)	Volume
November 2024	5.88	4.89	5.50	146,437,823
December 2024	5.92	4.98	5.16	135,858,957
January 2025	6.38	5.20	6.24	240,916,961
February 2025	6.69	5.27	5.52	232,964,113
March 2025	6.57	5.02	6.25	245,481,614
April 2025	8.38	5.35	7.08	363,060,712
May 2025	7.40	6.06	6.86	319,602,897
June 2025	7.87	7.01	7.35	371,687,787
July 2025	7.57	6.69	6.76	280,085,857
August 2025	9.35	6.77	9.31	255,309,874
September 2025	13.14	9.15	12.93	338,160,307
October 2025	14.67	10.92	11.58	319,784,521
November 3 to November 10, 2025	13.42	10.87	13.30	78,349,854

The closing price of the IAMGOLD Shares on the NYSE on November 10, 2025 was US$13.30.

Risk Factors

There are various risks, including those discussed in the IAMGOLD AIF, the IAMGOLD Annual MD&A, and the IAMGOLD Q3 MD&A, which are incorporated herein by reference, that could have a material adverse effect on, among other things, the operating results, earnings, properties, business and condition (financial or otherwise) of IAMGOLD. These risk factors, together with all of the other information included or incorporated by reference in this Circular, including information contained in the sections entitled "Cautionary Note Regarding Forward-Looking Statements" and "Risks Relating to the Arrangement" of this Circular, should be carefully reviewed and considered by Shareholders before a decision to concerning the Arrangement is made.

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F-8 -

Auditor, Registrar and Transfer Agent

The auditors of IAMGOLD are KPMG LLP, Chartered Professional Accountants, through its offices at 333 Bay Street, Suite 4600, Toronto, Ontario M5H 2S5. KPMG LLP has confirmed that it is independent with respect to IAMGOLD within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulation, and that they are independent accountants with respect to the Purchaser under all relevant U.S. professional and regulatory standards.

The transfer agent and registrar for the IAMGOLD Shares is Computershare Trust Company of Canada through its offices at 100 University Avenue, 8th Floor, North Tower, Toronto, Ontario M5J 2Y1.

Experts

Except as otherwise provided in this Circular, all scientific and technical information of IAMGOLD contained in this Circular, or incorporated by reference to this Circular, has been reviewed and approved by Marie-France Bugnon, P. Geo., Adrienne Rispoli, P. Eng., Christine Beausoleil, P. Geo., and Gilles Ferlatte, P. Eng., who are each employees of IAMGOLD and a qualified person in accordance with NI 43-101 for IAMGOLD.

To the knowledge of IAMGOLD, after reasonable enquiry, each of the foregoing persons beneficially owns or exercises control or direction over, directly or indirectly, less than 1% of the issued and outstanding IAMGOLD Shares.

APPENDIX G
INFORMATION CONCERNING THE COMBINED COMPANY

The following section of this Circular contains forward-look information. Readers are cautioned that actual results may vary. See “Cautionary Note Regarding Forward-Looking Statements” in this Circular.

Overview

On completion of the Arrangement: (i) IAMGOLD will own all of the issued and outstanding Orbec Shares; (ii) former Shareholders of Orbec, other than those that exercised Dissent Rights, will become shareholders of IAMGOLD; and (iii) IAMGOLD Shares are expected to continue to trade on the TSX and NYSE. The Orbec Shares are expected to be delisted from the TSXV and removed from OTC Pink, and Orbec is expected to cease to be a reporting issuer under the securities legislation of each of the provinces and territories in Canada under which it is currently a reporting issuer. IAMGOLD will continue to be a corporation existing under the laws of Canada and the principal office of IAMGOLD will continue to be located at 150 King Street, Suite 2200 Toronto, ON M5H 1J9.

The Arrangement will result in Orbec becoming a wholly-owned subsidiary of IAMGOLD, and the business and operations of Orbec will be consolidated with IAMGOLD and be managed and operated as a subsidiary of IAMGOLD.

Summary Description of the Combined Entity

On completion of the Arrangement, the business and business objectives of the combined entity will be the business and business objectives of IAMGOLD.

Description of Share Capital

The authorized share capital of IAMGOLD following completion of the Arrangement will continue to be as described under Appendix F of this Circular “Information Concerning IAMGOLD – Description of Capital Structure” and the rights and restrictions of the IAMGOLD Shares will remain unchanged.

Pro Forma Consolidated Capitalization of IAMGOLD after the Arrangement

Based on the number of IAMGOLD Shares that are issued and outstanding as of the date of this Circular and assuming the Arrangement is completed in accordance with the Plan of Arrangement (without any adjustments to the Consideration, the Company In-the-Money Option Consideration or the Company In-the-Money Warrant Consideration), the number of Orbec Shares issued and outstanding does not change prior to the Effective Date (whether pursuant to the exercise of Orbec Shares or Orbec Warrants or otherwise), no Dissent Rights are exercised in respect of the Arrangement Resolution and no additional IAMGOLD Shares are issued prior to the Effective Date, it is expected that there will be approximately 575,694,937 IAMGOLD Shares issued and outstanding immediately upon completion of the Arrangement. The following table sets out an estimate of the share capital of IAMGOLD (on a non-diluted basis) after giving effect to the Arrangement and based on the foregoing assumptions:

Description	Number of Securities	Percentage of Total
IAMGOLD Shares held by IAMGOLD shareholders	575,347,085	99.94%
IAMGOLD Shares held by former Orbec Shareholders	347,852	0.06%
Total	575,694,937	100%

Directors and Officers

The directors and officers of IAMGOLD will remain the same following completion of the Arrangement.

G-1 -

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Auditors, Transfer Agent and Registrar

The auditors of IAMGOLD following completion of the Arrangement will continue to be KPMG LLP and the transfer agent and registrar for IAMGOLD in Canada will continue to be Computershare Trust Company of Canada at its principal offices in Toronto, Ontario.

Risk Factors

The business and operations of IAMGOLD following completion of the Arrangement will continue to be subject to the risks currently faced by IAMGOLD and Orbec as well as certain risks unique to IAMGOLD following completion of the Arrangement including those set out under the heading “Risk Factors” in this Circular. Readers should also carefully consider the risk factors related to IAMGOLD described in the IAMGOLD AIF, the IAMGOLD Annual MD&A and the IAMGOLD Q3 MD&A, and the risk factors related to Orbec described in the Company MD&A, each of which are incorporated by reference in this Circular.

APPENDIX H
DISSENT PROVISIONS OF THE OBCA
SECTIONS 185 OF THE BUSINESS CORPORATIONS ACT (ONTARIO)

Rights of dissenting shareholders

185 (1) Subject to subsection (3) and to sections 186 and 248, if a corporation resolves to,

(a) amend its articles under section 168 to add, remove or change restrictions on the issue, transfer or ownership of shares of a class or series of the shares of the corporation;

(b) amend its articles under section 168 to add, remove or change any restriction upon the business or businesses that the corporation may carry on or upon the powers that the corporation may exercise;

(d) be continued under the laws of another jurisdiction under section 181;

(d.1) be continued under the Co-operative Corporations Act under section 181.1;

(d.2) be continued under the Not-for-Profit Corporations Act, 2010 under section 181.2; or

(e) sell, lease or exchange all or substantially all its property under subsection 184 (3),

a holder of shares of any class or series entitled to vote on the resolution may dissent. R.S.O. 1990, c. B.16, s. 185 (1); 2017, c. 20, Sched. 6, s. 24.

Idem

(2) If a corporation resolves to amend its articles in a manner referred to in subsection 170 (1), a holder of shares of any class or series entitled to vote on the amendment under section 168 or 170 may dissent, except in respect of an amendment referred to in,

(a) clause 170 (1) (a), (b) or (e) where the articles provide that the holders of shares of such class or series are not entitled to dissent; or

(b) subsection 170 (5) or (6). R.S.O. 1990, c. B.16, s. 185 (2).

One class of shares

(2.1) The right to dissent described in subsection (2) applies even if there is only one class of shares. 2006, c. 34, Sched. B, s. 35.

Exception

(3) A shareholder of a corporation incorporated before the 29th day of July, 1983 is not entitled to dissent under this section in respect of an amendment of the articles of the corporation to the extent that the amendment,

(a) amends the express terms of any provision of the articles of the corporation to conform to the terms of the provision as deemed to be amended by section 277; or

(b) deletes from the articles of the corporation all of the objects of the corporation set out in its articles, provided that the deletion is made by the 29th day of July, 1986. R.S.O. 1990, c. B.16, s. 185 (3).

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Shareholder’s right to be paid fair value

(4) In addition to any other right the shareholder may have, but subject to subsection (30), a shareholder who complies with this section is entitled, when the action approved by the resolution from which the shareholder dissents becomes effective, to be paid by the corporation the fair value of the shares held by the shareholder in respect of which the shareholder dissents, determined as of the close of business on the day before the resolution was adopted. R.S.O. 1990, c. B.16, s. 185 (4).

No partial dissent

(5) A dissenting shareholder may only claim under this section with respect to all the shares of a class held by the dissenting shareholder on behalf of any one beneficial owner and registered in the name of the dissenting shareholder. R.S.O. 1990, c. B.16, s. 185 (5).

Objection

(6) A dissenting shareholder shall send to the corporation, at or before any meeting of shareholders at which a resolution referred to in subsection (1) or (2) is to be voted on, a written objection to the resolution, unless the corporation did not give notice to the shareholder of the purpose of the meeting or of the shareholder’s right to dissent. R.S.O. 1990, c. B.16, s. 185 (6).

Idem

(7) The execution or exercise of a proxy does not constitute a written objection for purposes of subsection (6). R.S.O. 1990, c. B.16, s. 185 (7).

Notice of adoption of resolution

(8) The corporation shall, within ten days after the shareholders adopt the resolution, send to each shareholder who has filed the objection referred to in subsection (6) notice that the resolution has been adopted, but such notice is not required to be sent to any shareholder who voted for the resolution or who has withdrawn the objection. R.S.O. 1990, c. B.16, s. 185 (8).

Idem

(9) A notice sent under subsection (8) shall set out the rights of the dissenting shareholder and the procedures to be followed to exercise those rights. R.S.O. 1990, c. B.16, s. 185 (9).

Demand for payment of fair value

(10) A dissenting shareholder entitled to receive notice under subsection (8) shall, within twenty days after receiving such notice, or, if the shareholder does not receive such notice, within twenty days after learning that the resolution has been adopted, send to the corporation a written notice containing,

(a) the shareholder’s name and address;
(b) the number and class of shares in respect of which the shareholder dissents; and
(c) a demand for payment of the fair value of such shares. R.S.O. 1990, c. B.16, s. 185 (10).

Certificates to be sent in

(11) Not later than the thirtieth day after the sending of a notice under subsection (10), a dissenting shareholder shall send the certificates, if any, representing the shares in respect of which the shareholder dissents to the corporation or its transfer agent. R.S.O. 1990, c. B.16, s. 185 (11); 2011, c. 1, Sched. 2, s. 1 (9).

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Idem

(12) A dissenting shareholder who fails to comply with subsections (6), (10) and (11) has no right to make a claim under this section. R.S.O. 1990, c. B.16, s. 185 (12).

Endorsement on certificate

(13) A corporation or its transfer agent shall endorse on any share certificate received under subsection (11) a notice that the holder is a dissenting shareholder under this section and shall return forthwith the share certificates to the dissenting shareholder. R.S.O. 1990, c. B.16, s. 185 (13).

Rights of dissenting shareholder

(14) On sending a notice under subsection (10), a dissenting shareholder ceases to have any rights as a shareholder other than the right to be paid the fair value of the shares as determined under this section except where,

(a) the dissenting shareholder withdraws notice before the corporation makes an offer under subsection (15);
(b) the corporation fails to make an offer in accordance with subsection (15) and the dissenting shareholder withdraws notice; or
(c) the directors revoke a resolution to amend the articles under subsection 168 (3), terminate an amalgamation agreement under subsection 176 (5) or an application for continuance under subsection 181 (5), or abandon a sale, lease or exchange under subsection 184 (8),

in which case the dissenting shareholder's rights are reinstated as of the date the dissenting shareholder sent the notice referred to in subsection (10). R.S.O. 1990, c. B.16, s. 185 (14); 2011, c. 1, Sched. 2, s. 1 (10).

Same

(14.1) A dissenting shareholder whose rights are reinstated under subsection (14) is entitled, upon presentation and surrender to the corporation or its transfer agent of any share certificate that has been endorsed in accordance with subsection (13),

(a) to be issued, without payment of any fee, a new certificate representing the same number, class and series of shares as the certificate so surrendered; or
(b) if a resolution is passed by the directors under subsection 54 (2) with respect to that class and series of shares,
(i) to be issued the same number, class and series of uncertificated shares as represented by the certificate so surrendered, and
(ii) to be sent the notice referred to in subsection 54 (3). 2011, c. 1, Sched. 2, s. 1 (11).

Same

(14.2) A dissenting shareholder whose rights are reinstated under subsection (14) and who held uncertificated shares at the time of sending a notice to the corporation under subsection (10) is entitled,

(a) to be issued the same number, class and series of uncertificated shares as those held by the dissenting shareholder at the time of sending the notice under subsection (10); and
(b) to be sent the notice referred to in subsection 54 (3). 2011, c. 1, Sched. 2, s. 1 (11).

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Offer to pay

(15) A corporation shall, not later than seven days after the later of the day on which the action approved by the resolution is effective or the day the corporation received the notice referred to in subsection (10), send to each dissenting shareholder who has sent such notice,

(a) a written offer to pay for the dissenting shareholder’s shares in an amount considered by the directors of the corporation to be the fair value thereof, accompanied by a statement showing how the fair value was determined; or
(b) if subsection (30) applies, a notification that it is unable lawfully to pay dissenting shareholders for their shares. R.S.O. 1990, c. B.16, s. 185 (15).

Idem

(16) Every offer made under subsection (15) for shares of the same class or series shall be on the same terms. R.S.O. 1990, c. B.16, s. 185 (16).

Idem

(17) Subject to subsection (30), a corporation shall pay for the shares of a dissenting shareholder within ten days after an offer made under subsection (15) has been accepted, but any such offer lapses if the corporation does not receive an acceptance thereof within thirty days after the offer has been made. R.S.O. 1990, c. B.16, s. 185 (17).

Application to court to fix fair value

(18) Where a corporation fails to make an offer under subsection (15) or if a dissenting shareholder fails to accept an offer, the corporation may, within fifty days after the action approved by the resolution is effective or within such further period as the court may allow, apply to the court to fix a fair value for the shares of any dissenting shareholder. R.S.O. 1990, c. B.16, s. 185 (18).

Idem

(19) If a corporation fails to apply to the court under subsection (18), a dissenting shareholder may apply to the court for the same purpose within a further period of twenty days or within such further period as the court may allow. R.S.O. 1990, c. B.16, s. 185 (19).

Idem

(20) A dissenting shareholder is not required to give security for costs in an application made under subsection (18) or (19). R.S.O. 1990, c. B.16, s. 185 (20).

Costs

(21) If a corporation fails to comply with subsection (15), then the costs of a shareholder application under subsection (19) are to be borne by the corporation unless the court otherwise orders. R.S.O. 1990, c. B.16, s. 185 (21).

Notice to shareholders

(22) Before making application to the court under subsection (18) or not later than seven days after receiving notice of an application to the court under subsection (19), as the case may be, a corporation shall give notice to each dissenting shareholder who, at the date upon which the notice is given,

(a) has sent to the corporation the notice referred to in subsection (10); and
(b) has not accepted an offer made by the corporation under subsection (15), if such an offer was made,

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of the date, place and consequences of the application and of the dissenting shareholder’s right to appear and be heard in person or by counsel, and a similar notice shall be given to each dissenting shareholder who, after the date of such first mentioned notice and before termination of the proceedings commenced by the application, satisfies the conditions set out in clauses (a) and (b) within three days after the dissenting shareholder satisfies such conditions. R.S.O. 1990, c. B.16, s. 185 (22).

Parties joined

(23) All dissenting shareholders who satisfy the conditions set out in clauses (22) (a) and (b) shall be deemed to be joined as parties to an application under subsection (18) or (19) on the later of the date upon which the application is brought and the date upon which they satisfy the conditions, and shall be bound by the decision rendered by the court in the proceedings commenced by the application. R.S.O. 1990, c. B.16, s. 185 (23).

Idem

(24) Upon an application to the court under subsection (18) or (19), the court may determine whether any other person is a dissenting shareholder who should be joined as a party, and the court shall fix a fair value for the shares of all dissenting shareholders. R.S.O. 1990, c. B.16, s. 185 (24).

Appraisers

(25) The court may in its discretion appoint one or more appraisers to assist the court to fix a fair value for the shares of the dissenting shareholders. R.S.O. 1990, c. B.16, s. 185 (25).

Final order

(26) The final order of the court in the proceedings commenced by an application under subsection (18) or (19) shall be rendered against the corporation and in favour of each dissenting shareholder who, whether before or after the date of the order, complies with the conditions set out in clauses (22) (a) and (b). R.S.O. 1990, c. B.16, s. 185 (26).

Interest

(27) The court may in its discretion allow a reasonable rate of interest on the amount payable to each dissenting shareholder from the date the action approved by the resolution is effective until the date of payment. R.S.O. 1990, c. B.16, s. 185 (27).

Where corporation unable to pay

(28) Where subsection (30) applies, the corporation shall, within ten days after the pronouncement of an order under subsection (26), notify each dissenting shareholder that it is unable lawfully to pay dissenting shareholders for their shares. R.S.O. 1990, c. B.16, s. 185 (28).

Idem

(29) Where subsection (30) applies, a dissenting shareholder, by written notice sent to the corporation within thirty days after receiving a notice under subsection (28), may,

(a) withdraw a notice of dissent, in which case the corporation is deemed to consent to the withdrawal and the shareholder’s full rights are reinstated; or
(b) retain a status as a claimant against the corporation, to be paid as soon as the corporation is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the corporation but in priority to its shareholders. R.S.O. 1990, c. B.16, s. 185 (29).

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Idem

(30) A corporation shall not make a payment to a dissenting shareholder under this section if there are reasonable grounds for believing that,

(a) the corporation is or, after the payment, would be unable to pay its liabilities as they become due; or
(b) the realizable value of the corporation’s assets would thereby be less than the aggregate of its liabilities. R.S.O. 1990, c. B.16, s. 185 (30).

Court order

(31) Upon application by a corporation that proposes to take any of the actions referred to in subsection (1) or (2), the court may, if satisfied that the proposed action is not in all the circumstances one that should give rise to the rights arising under subsection (4), by order declare that those rights will not arise upon the taking of the proposed action, and the order may be subject to compliance upon such terms and conditions as the court thinks fit and, if the corporation is an offering corporation, notice of any such application and a copy of any order made by the court upon such application shall be served upon the Commission. 1994, c. 27, s. 71 (24).

Commission may appear

(32) The Commission may appoint counsel to assist the court upon the hearing of an application under subsection (31), if the corporation is an offering corporation. 1994, c. 27, s. 71 (24).

Section Amendments with date in force (d/m/y)

1994, c. 27, s. 71 (24) - 01/03/1995
2006, c. 34, Sched. B, s. 35 - 01/08/2007
2011, c. 1, Sched. 2, s. 1 (9-11) - 31/12/2015
2017, c. 20, Sched. 6, s. 24 - 19/10/2021

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APPENDIX I COMPARISON OF RIGHTS OF ORBEC SHAREHOLDERS AND IAMGOLD SHAREHOLDERS

The following is a summary of certain differences between the OBCA and the CBCA, but it is not intended to be a comprehensive review of the two statutes. Reference should be made to the full text of both statutes and the regulations thereunder for particulars of any differences between them, and Shareholders should consult their own legal or other professional advisors with regard to all of the implications of the Arrangement which may be of importance to them.

Charter Documents

There are no significant differences between the OBCA and the CBCA with respect to the charter documents for companies governed by those statutes.

Shareholder Proposals

Both statutes provide for shareholder proposals. Under the OBCA, proposals may be submitted by both registered shareholders who are entitled to vote at a meeting of shareholders and beneficial shareholders whose shares are entitled to be voted at a meeting of shareholders.

Under the CBCA, a registered or beneficial holder of shares entitled to be voted at a meeting of shareholders may (i) submit notice of a proposal to the corporation, and (ii) discuss at the meeting any matter in respect of which such shareholder would have been entitled to submit a proposal. The registered or beneficial shareholder must either: (i) have owned for at least the six month period preceding the submission of the proposal not less than 1% of the total number of voting shares or voting shares with a fair market value of at least C$2,000, or (ii) have the support of persons who, in the aggregate, have owned for at least the six month period preceding the submission of the proposal not less than 1% of the total number of voting shares or voting shares with a fair market value of at least C$2,000.

Each statute contains certain requirements with respect to, among other things, the content, timing and delivery of proposals. Moreover, each statute includes provisions which allow a corporation to refuse to process a proposal in similar circumstances.

Shareholder Requisitions

Both statutes provide that holders of not less than 5% of the outstanding voting shares of the corporation may requisition a meeting of shareholders, and permit the requisitioning registered shareholder to call the meeting where the board of directors of the corporation does not do so within the 21 days following the corporation's receipt of the shareholder meeting requisition.

Comparison of Rights of Dissent and Appraisal

The OBCA provides that shareholders, including beneficial holders, who dissent to certain actions being taken by a corporation may exercise a right of dissent and require the corporation to purchase the shares held by such shareholder at the fair value of such shares. The dissent right is available to shareholders, whether or not their shares carry the right to vote, where the corporation proposes to:

amend its articles to add, remove or change restrictions on the issue, transfer or ownership of shares of a class or series of the shares of the corporation;
amend its articles to add, remove or change any restriction upon the business or businesses that the corporation may carry on or upon the powers that the corporation may exercise;
amalgamate with another corporation (other than for vertical or horizontal short-form amalgamations);
be continued under the laws of another jurisdiction;
be continued under the Co-operative Corporations Act;
be continued under the Not-for-Profit Corporations Act, 2010; or
sell, lease or exchange all or substantially all its property.
I-1 -

The CBCA contains a similar dissent remedy, provided however, that the CBCA expressly also provides for dissent rights with respect to a going-private or a squeeze-out transaction. For a summary of the dissent provisions under the OBCA, see “Rights of Dissenting Shareholders” in this Circular. The full text of Section 185 of the OBCA is set forth in Appendix H to this Circular. Under the CBCA and OBCA, the dissenting shareholder must generally send notice of dissent at or before any meeting of shareholders at which the resolution is to be voted on.

Oppression Remedies

Under both the CBCA and the OBCA, a registered shareholder, beneficial owner, former registered shareholder or beneficial owner, director, former director, officer or former officer of a corporation or any of its affiliates, or any other person who, in the discretion of a court, is a proper person to seek an oppression remedy, and in the case of an offering corporation under the OBCA, the Ontario Securities Commission, may apply to a court for an order to rectify the matters complained of where, in respect of a corporation or any of its affiliates, (a) any act or omission of the corporation or any of its affiliates effects a result; (b) the business or affairs of the corporation or any of its affiliates are or have been carried on or conducted in a manner; or (c) the powers of the directors of the corporation or any of its affiliates are or have been exercised in a manner, that is oppressive or unfairly prejudicial to, or that unfairly disregards the interest of, any security holder, creditor, director or officer of the corporation.

The OBCA allows a court to grant relief where a prejudicial effect to the shareholder is merely threatened, whereas the CBCA only allows a court to grant relief if the effect actually exists (that is, it must be more than merely threatened).

Under the CBCA, such remedy is also available to the CBCA Director appointed under Section 260 of the CBCA.

Shareholder Derivative Actions

A broad right to bring a derivative action is contained in each of the CBCA and the OBCA. This right extends to a registered shareholder, beneficial owner, former registered shareholder or beneficial owner, director, former director, officer or former officer of a corporation or any of its affiliates, or any other person who, in the discretion of a court, is a proper person to make an application to court to bring a derivative action. Both statutes permit derivative actions to be commenced in the name and on behalf of a corporation or any of its subsidiaries.

Under the CBCA and OBCA, it is a condition precedent to a complainant bringing a derivative action that the complainant has given at least 14 days’ notice to the directors of the corporation or its subsidiary of the complainant’s intention to make an application to the court to bring such a derivative action. However, under the OBCA, a complainant is not required to give notice to the directors of the corporation or its subsidiary of the complainant’s intention to make an application to the court to bring a derivative action if all of the directors of the corporation or its subsidiary are defendants in the action.

Under the CBCA, the CBCA Director appointed under Section 260 of the CBCA may also commence a derivative action.

Residency Requirements for Directors

The OBCA does not have a residency requirement.

Under the CBCA, at least 25% of the directors of a corporation must be resident Canadians, unless the corporation has less than four directors, in which case at least one director must be a resident Canadian. Subject to certain exceptions, an individual must be a Canadian citizen or permanent resident ordinarily resident in Canada to be considered a resident Canadian under the CBCA.

Independent Directors

Under the OBCA, at least one-third of the members of the board of directors of a corporation must not be officers or employees of the corporation or its affiliates.

Under the CBCA, at least two of a corporation’s directors must not be officers or employees of the corporation or its affiliates.

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Notice-and-Access

Both statutes permit the use of the notice-and-access delivery system (“Notice-and-Access”) under National Instrument 51-102 – Continuous Disclosure Obligations and National Instrument 54-101 – Communication with Beneficial Owners of Securities of Reporting Issuer.

There are no requirements under the OBCA for a corporation to obtain exemptive relief in order to use Notice-and-Access.

In order to use Notice-and-Access under the CBCA, a corporation must seek exemptive relief from the CBCA Director under Sections 151(1) and 156 of the CBCA, which exempt a corporation from the requirement to send a proxy circular to shareholders, duties related to intermediaries and the requirement to send annual financial statements to shareholders in order to use Notice-and-Access.

Place of Meetings

Under the OBCA, subject to the articles of the corporation and any unanimous shareholders agreement, a shareholders' meeting may be held in or outside Ontario (including outside Canada) as determined by the directors, or in the absence if such a determination, at the place where the registered office of the corporation is located.

Subject to certain exceptions, the CBCA provides that meetings of shareholders shall be held at the place within Canada provided in the by-laws or, in the absence of such provision, at the place within Canada that the directors determine. A meeting may be held outside Canada if the place is specified in the articles or all the shareholders entitled to vote at the meeting agree that the meeting is to be held at that place.

Virtual or hybrid shareholder meetings, which are comprised of both an in-person and virtual element, are permitted under both the OBCA and CBCA, unless the articles or by-laws of a corporation state otherwise.

Constitutional Jurisdiction

Other significant differences in the statutes arise from the differences in the constitutional jurisdiction of the federal and provincial governments. For example, a CBCA corporation has the capacity to carry on business throughout Canada as a right. An OBCA company is only allowed to carry on business in another province where that other province allows it to register to do so. A CBCA corporation is subject to provincial laws of general application, but a province cannot pass laws directed specifically at restricting a CBCA corporation's ability to carry on business in that province. If another province so chooses, however, it can restrict an OBCA company's ability to carry on business within that province. Further, a CBCA corporation will not have to change its name if it wants to do business in a province where there is already a corporation with a similar name; in comparison, an OBCA company may not be allowed to use its name in that other province if that name, or a similar one, is already in use.

Registered Office

Under the OBCA, a corporation's registered office must be situated in Ontario and may be relocated to a different municipality within Ontario by special resolution of the shareholders or relocated within the same municipality by resolution of the directors.

Under the CBCA, a corporation's registered office must be in the province in Canada specified in the articles and may be relocated to a different province by special resolution of the shareholders or relocated within the same province by resolution of the directors.

Short Selling

Under the CBCA, insiders of a corporation are prohibited from short selling any securities of the corporation unless the insider selling the securities owns or has fully paid for the securities being sold. The OBCA does not contain a similar prohibition.

Take Action and Vote Today

The directors of Orbec recommend a vote

FOR

the Arrangement

Vote before the Proxy Deadline of December 11, 2025 at 10:00 a.m. (Toronto time)

VOTE USING THE FOLLOWING METHODS PRIOR TO THE MEETING

| Voting Method | Registered Shareholders, Optionholders and Warrantholders
If your securities are held in your name and represented by a physical certificate or DRS advice. | Non-Registered Shareholders
If your Orbec Shares are held with a broker, bank or other intermediary. |
| --- | --- | --- |
| Voting Prior to the Meeting | | |
| Internet | Go to www.investorvote.com. | Go to www.proxyvote.com. |
| Phone | Call 1.866.732.VOTE (8683) and vote using the 15-digit control number provided in your proxy. | Call the toll-free number listed on your voting instruction form (VIF) and vote using the 16-digit control number provided therein. |
| Mail | Complete, date and sign management’s form of proxy and return it to:
Computershare Trust Company of Canada
320 Bay Street, 14th Floor, Toronto, ON M5H 4A6 | Complete, date and sign the voting instruction form (VIF) and return it in the enclosed envelope. |

AI assistant

Mines D'Or Orbec Inc. — Proxy Solicitation & Information Statement 2025

47507_rns_2025-11-18_3c7b6f45-4424-470c-a757-e34141498885.pdf

MINES D'OR ORBEC

NOTICE OF SPECIAL MEETING OF SECURITYHOLDERS

MANAGEMENT INFORMATION CIRCULAR

IAMGOLD CORPORATION

YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.

The Arrangement

Shareholders

Optionholders

Warrantholders

Reasons for the Plan of Arrangement and Board Recommendation

Voting Support Agreements

Approval Requirements

This is an important matter affecting the future of Orbec and your vote is important regardless of the number of Orbec Shares, Orbec Options and/or Orbec Warrants you own.

Virtual Meeting

How to Vote

Securityholder Questions

NOTICE OF SPECIAL MEETING OF SECURITYHOLDERS

THE BOARD OF DIRECTORS OF ORBEC, AFTER CONSULTATION WITH ITS LEGAL AND FINANCIAL ADVISORS, UNANIMOUSLY RECOMMENDS THAT SECURITYHOLDERS VOTE FOR THE ARRANGEMENT RESOLUTION.

FREQUENTLY ASKED QUESTIONS ABOUT THE ARRANGEMENT AND THE MEETING

QUESTIONS RELATING TO THE ARRANGEMENT

MANAGEMENT INFORMATION CIRCULAR

GLOSSARY OF TERMS

SUMMARY

GENERAL PROXY INFORMATION

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

THE ARRANGEMENT

PROCEDURE FOR SURRENDER OF SECURITIES AND RECEIPT OF CONSIDERATION ... 53

THE ARRANGEMENT AGREEMENT ... 55

RISK FACTORS ... 73

INFORMATION CONCERNING ORBEC ... 76

INFORMATION CONCERNING THE PURCHASER ... 79

RIGHTS OF DISSENTING SHAREHOLDERS ... 79

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS ... 82

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE ARRANGEMENT ... 86

INDEBTEDNESS OF OFFICERS AND DIRECTORS OF ORBEC ... 93

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON ... 93

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS ... 94

MANAGEMENT CONTRACTS ... 94

APPENDICES

Information for U.S. Securityholders

Cautionary Note Regarding Forward-Looking Statements

Reference to Financial Information and Additional Information

GLOSSARY OF TERMS

SUMMARY

Background to the Arrangement

Recommendation of the Special Committee

Recommendation of the Board

Reasons for the Recommendation

Fairness Opinion

The Arrangement Agreement

Parties to the Arrangement

Orbec

IAMGOLD

Procedure for the Arrangement to be Effective

Procedure for the Exchange of Orbec Shares and Orbec Warrants

Letter of Transmittal

Warrant Letter

Court Approval

Canadian and United States Tax Considerations

Shareholders should consult their own tax advisors about the applicable Canadian, United States and foreign federal, provincial, state and local tax consequences of the Arrangement.

Solicitation of Proxies

Meeting Information

Virtual-Only Meeting

Attending the Meeting

Accessing the Meeting

Difficulties Accessing the Meeting Online

Appointment and Revocation of Proxies

Voting of Proxies and Exercise of Discretion

IN THE ABSENCE OF ANY SUCH INSTRUCTION, SECURITIES REPRESENTED BY PROXIES RECEIVED BY MANAGEMENT WILL BE VOTED FOR THE ARRANGEMENT RESOLUTION.

Voting by Registered Shareholders

Voting by Live Internet Webcast

Voting by Non-Registered Shareholders

Voting by Submitting Voting Instructions

Voting by Live Internet Webcast

Voting by Non-Registered Shareholders located in the United States

Notice-and-Access

Guests

Mines D'Or Orbec Inc. Proxy Solicitation & Information Statement 2025