Other Notices

City and County of the City of LondonEC1A 4HT51.518691-0.097312EC4A 1AN51.516704-0.107917EC4M 7JW51.513925-0.102858Contracts (Rights of Third Parties) Act 1999COMPANIES ACT 2006Companies Act 20062007-08-222008-02-142008-02-292008-03-032015-08-312015-09-022015-09-072015-09-082015-09-102021-06-152024-04-222024-06-182024-08-272024-08-312024-09-032024-09-062024-09-152024-10-102024-10-112024-10-152024-10-222024-10-312024-11-012024-11-052024-11-252024-11-272024-12-15TSO (The Stationery Office), customer.services@thegazette.co.uk476213864581

Claim No: CR-2024-005054

IN THE HIGH COURT OF JUSTICE

BUSINESS AND PROPERTY COURTS FOR ENGLAND AND WALES

INSOLVENCY AND COMPANIES LIST (ChD)

IN THE MATTER OF AMBATOVY MINERALS SOCIÉTÉ ANONYME (A COMPANY INCORPORATED IN MADAGASCAR)

AND IN THE MATTER OF THE COMPANIES ACT 2006

BEFORE: MR JUSTICE HILDYARD

DATED: 26 NOVEMBER 2024

_______________________________

ORDER

_______________________________

UPON the application made by Ambatovy Minerals Société Anonyme (“the Plan Company”) by Part 8 claim form issued and sealed on 27 August 2024 (“the Claim Form”)

AND UPON the orders made by The Honourable Mr Justice Richard Smith dated 3 September 2024 and 10 October 2024; and the order made by The Honourable Mr Justice Hildyard dated 22 October 2024

AND UPON hearing Daniel Bayfield KC and Jon Colclough for the Plan Company and Henry Phillips for Japan Bank for International Cooperation, Export Development Canada, European Investment Bank, BNP Paribas (Tokyo Branch), BNP Paribas (Seoul Branch), Crédit Agricole CIB (Tokyo Branch), Crédit Agricole CIB (Seoul Branch), ING Bank N.V. (Tokyo Branch), ING Bank N.V. (Seoul Branch), Mizuho Bank, Ltd., MUFG Bank, Ltd., Société Générale (Tokyo Branch), Société Générale (Seoul Branch) and Sumitomo Mitsui Banking Corporation

IT IS ORDERED THAT:

1. The Plan Company is permitted to rely on the first expert report of Andrew Ian Charters dated 15 October 2024, the first expert report of Olivier Ribot dated 27 August 2024, and the supplemental expert report of Olivier Ribot dated 11 October 2024.

2. The restructuring plan in respect of the Plan Company, as set out in the schedule to this order, is sanctioned by the court.

3. The Plan Company or its solicitors shall arrange for a copy of this order to be published in the Gazette as soon as reasonably practicable.

Service of the order

The court has provided a sealed copy of this order to the serving party: Sullivan & Cromwell LLP of 1 New Fetter Lane, London EC4A 1AN

IN THE HIGH COURT OF JUSTICE

BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES

INSOLVENCY AND COMPANIES LIST (ChD)

Claim No. CR-2024-005054

Claim No. CR-2024-005055

IN THE MATTER OF

AMBATOVY MINERALS SOCIÉTÉ ANONYME

DYNATEC MADAGASCAR SOCIÉTÉ ANONYME

and

IN THE MATTER OF THE COMPANIES ACT 2006

RESTRUCTURING PLAN

under Part 26A of the Companies Act 2006

BETWEEN

AMBATOVY MINERALS SOCIÉTÉ ANONYME

DYNATEC MADAGASCAR SOCIÉTÉ ANONYME

- and –

Each of their Plan Creditors (as defined herein)

Table to Contents

Clause		Page Number
1	Definitions and Interpretation	3
2	Effective Date	12
3	Plan Steps	12
4	The Restructuring Plan	14
5	Authority to Take Actions to Implement the Restructuring Plan	16
6	Undertakings from Plan Creditors	16
7	Entitlements	17
8	General	19
Appendix 1 Deed of Release		23

1 Definitions and Interpretation

1.1 Definitions

In this Restructuring Plan, the following expressions shall, unless the context otherwise requires, have the following meanings:

“2021 NM Debt” means the US$326 million made available by the Sponsors or their Affiliates to the Plan Companies and all capitalised and accrued interest thereon pursuant to the 2021 NM Funding Agreement;

“2021 NM Funding Agreement” means the sponsor funding agreement dated 15 June 2021 between the Plan Companies as borrowers, the shareholders of the Plan Companies and the Sponsors;

“2021 NM Lenders” means Korea Mine Rehabilitation and Mineral Resources Corporation and Summit Ambatovy Mineral Resources Investment B.V. in their capacity as funding creditors under the 2021 NM Funding Agreement;

“Affiliate” means in relation to any person, a subsidiary of that person or a holding company of that person or any other subsidiary of that holding company and, in the case of any limited partnership, any entity (including any other limited partnership) which owns or controls or is owned or controlled by the first limited partnership or is under common ownership or control with the first limited partnership;

“Allocations and Entitlements Table” means the table, to be prepared by the Information Agent and/or the Plan Companies, in coordination with the Plan Companies’ Advisers, setting out the entitlements and allocations of each of the Senior NM Lenders and Junior Lenders to Senior NM Debt and Junior Debt, respectively, pursuant to this Restructuring Plan, in accordance with the provisions of Clause 7 (Entitlements);

“AMSA” means Ambatovy Minerals Société Anonyme, a société anonyme with registered number 2003B 00998, incorporated under the laws of Madagascar;

“Ancillary and Related Claims” has the meaning given to the term in Clause 4.2 (Releases);

“Backstop Agreement” means the backstop agreement dated 27 August 2024 between the Plan Companies and the Backstop Participants, in relation to 100 per cent. underwriting and backstopping of the Senior NM Debt (as amended and/or amended and restated from time to time, including on 15 October 2024);

“Backstop Participants” means the entities who have agreed under the Backstop Agreement to underwrite the commitments to provide the Senior NM Debt on the terms set out therein;

“Bridge Facility Agreement” means the bridge facility agreement dated 22 April 2024 between the Plan Companies as borrowers and the Super Senior Lenders as lenders (as amended and/or amended and restated from time to time);

“Bridge Finance Documents” means each of the Bridge Facility Agreement, the Bridge Funding Account Charge, the Bridge Intercreditor Agreement and any other document designated as such and all related and ancillary documents;

“Bridge Funding Account Charge” means the account charge over the bridge funding account granted by the Plan Companies to Summit Ambatovy Mineral Resources Investment B.V. as bridge security trustee and dated 22 April 2024;

“Bridge Funding Terms Implementation Agreement” means the bridge funding terms implementation agreement between, amongst others, the Plan Companies, the Super Senior Lenders, the Sponsors, the Existing Agents and the Existing Security Trustees dated 18 June 2024;

“Bridge Intercreditor Agreement” means the bridge intercreditor deed between the Super Senior Lenders and Summit Ambatovy Mineral Resources Investment B.V. as bridge security trustee and dated 22 April 2024;

“Business Day” means a day on which banks are open for general business in London, England, Antananarivo, Madagascar, Seoul, Korea and Tokyo, Japan (excluding Saturdays, Sundays and public holidays);

“Claim” means, in respect of any person, any and all present and future claims, damages, counterclaims, complaints, liabilities, obligations, including reimbursement or payment obligations, right of set-off and indemnities at any time of that person, as applicable, both actual and contingent and whether incurred solely or jointly or as principal or surety or in any other capacity, whether in this jurisdiction or any other or under any law, of whatsoever nature and howsoever arising, whether in law or in equity, in contract, statute or in tort or any other manner whatsoever, breaches of statutory duty, for contribution, or for interest, premium, principal, fees, and/or costs and/or disbursements accruing on or payable in respect of, or any other accretions whatsoever arising whether or not for a fixed or unliquidated amount, whether filed or unfiled, whether asserted or unasserted, whether or not presently known to the parties or to the law, in each case that it ever had, may have or hereafter can, shall or may have and any amounts which would be included in any of the above but for any discharge, non-provability, unenforceability or non-allowance of those amounts in any insolvency, bankruptcy or reorganisation or other proceedings;

“Commitment Letter” means a commitment letter entered into by a 2021 NM Lender related to the Senior NM Debt Funding Option and confirming the commitment of a 2021 NM Lender to participate in the Senior NM Debt Funding Option in an amount equal to the Required Senior NM Debt Participation Amount;

“Companies Act” means the Companies Act 2006 of the United Kingdom;

“Court” means the High Court of Justice of England and Wales;

“Deed of Release” means the global deed of release to be entered into by the Plan Companies, the Super Senior Lenders, Senior Lenders, 2021 NM Lenders and Recovery Financing Lenders (through an appropriate binding power of attorney approved pursuant to the terms of this Restructuring Plan) pursuant to which the Plan Companies will release, amongst others, the Senior Debt, the 2021 NM Debt or the Recovery Financing Debt and the Existing Security Documents in connection with this Restructuring Plan, substantially in the form set out in Appendix 1 (Deed of Release) to this Restructuring Plan;

“DMSA” means Dynatec Madagascar Société Anonyme, a société anonyme with registered number 2003B 1273, incorporated under the laws of Madagascar;

“Effective Date” means the date on which the Plan Conditions have been satisfied or waived (if applicable) pursuant to Clause 2.2 (Effective Date);

“Excluded Liabilities” means:

(a) any Liability arising from criminal acts, fraud, gross negligence or wilful misconduct on the part of a Protected Party;

(b) any Liability of a Representative of a Plan Creditor to the Plan Creditor in respect of which it is a Representative;

(c) any Liability of any Plan Companies’ Adviser to its client arising under a duty of care which has been expressly assumed or acknowledged in writing by the relevant Plan Companies’ Adviser or which can only be excluded in accordance with applicable law and has not been so excluded, or which cannot be released, waived or excluded under applicable law;

(d) any Liability of any restructuring adviser of the Plan Companies to the Protected Parties including in relation to any report, memorandum or advice provided by such adviser on which a Protected Party is expressly entitled to rely;

(e) any Liability of the Plan Companies with respect to any outstanding fees, costs and/or expenses properly incurred by the Plan Companies’ Advisers in accordance with the terms of such Plan Companies’ Advisers’ fee letters and/or engagement letters entered into with the Plan Companies or otherwise;

(f) any Liability arising as a result of a breach by a Protected Party of its obligations under, or any actual or purported rescission or repudiation by the Protected Party of the Restructuring Support and Lock-Up Agreement, the Backstop Agreement, this Restructuring Plan or any Restructuring Document;

(g) any Liabilities created by the Restructuring Documents, the New Financing Documents or by this Restructuring Plan; and

(h) any Liabilities of the Plan Companies to the Sponsors or their Affiliates not subject to this Restructuring Plan, including, but not limited to, the Advance Payment Arrangements (as defined in the Explanatory Statement) and certain other commercial arrangements relating to operating and marketing of the Project (as defined in the Explanatory Statement);

“Existing Agents” means each agent as at the Plan Publication Date and their successors and assigns under the Existing Financing Documents, being:

(a) Société Générale, London Branch, in its capacity as “Account Bank”;

(b) Bank of Africa, BNI Credit Lyonnais Madagascar, Banque Malagache de l’Océan Indién (BMOI) and any replacement or additional onshore account bank from time to time, each in its capacity as “Onshore Account Bank”;

(c) Sumitomo Mitsui Banking Corporation, in its capacity as “JBIC Senior Facility Agent” and “JBIC & CB RF Loan Facility Agent”;

(d) Sumitomo Mitsui Banking Corporation, Seoul Branch, in its capacities as “K-Exim Senior Facility Agent” and “K-Exim & CB RF Loan Facility Agent”; and

(e) MUFG Bank, Ltd., in its capacities as “Senior Administrative Agent” and “RF Loan Administrative Agent”;

“Existing Financing Documents” means the 2021 NM Funding Agreement, the Bridge Finance Documents, the Bridge Funding Terms Implementation Agreement, the Recovery Financing Agreements, the Existing Restructuring Creditors Agreement, the Senior Debt Agreements, the Existing Security Documents and, in each case, the ancillary and related documents entered into by the Plan Companies, the Plan Creditors, the Existing Agents and the Existing Security Trustees or any combination thereof;

“Existing Project Debt” means each of the Super Senior Debt, Senior Debt, 2021 NM Debt and Recovery Financing Debt;

“Existing Restructuring Creditors Agreement” means the restructuring creditors deed originally dated 15 June 2021, as amended and restated on or around 18 June 2024 between, among others, the Super Senior Lenders, the Senior Lenders, the 2021 NM Lenders, the Recovery Financing Lenders, the Existing Agents, the Sponsors, the Plan Companies and the Existing Security Trustees;

“Existing Security Documents” means the Master Security Agreement, each Direct Agreement, the Malagasy Security Documents, the Offshore Debenture, the Affiliated Company Offshore Debenture and Subordination Deed, any Assignment of Reinsurance (each as defined in the Existing Restructuring Creditors Agreement) and any other agreement or document signed by the Plan Companies or any other person in order to create, preserve, continue, perfect or validate any security interest in connection with the Existing Financing Documents;

“Existing Security Trustee” means each security trustee under the Existing Financing Documents as at the Plan Publication Date, and its successors and assigns, being:

(a) Summit Ambatovy Mineral Resources Investment B.V., in its capacity as “Bridge Security Trustee”; and

(b) Société Générale, London Branch, in its capacity as “Security Trustee”;

“Explanatory Statement” means the explanatory statement in respect of this Restructuring Plan made available to Plan Creditors on 6 September 2024, as supplemented by the Supplementary Explanatory Statement dated 22 October 2024;

“Information Agent” means GLAS Specialist Services Limited, a company incorporated in England and Wales with registered number 10784614, whose registered office is at 55 Ludgate Hill, Level 1, West, London, EC4M 7JW (or any successor in title);

“Intercreditor Deed” means the intercreditor deed governing the administration and enforcement in respect of the Senior NM Debt and the Junior Debt and to be made between, among others, the Plan Companies, the Senior NM Lenders, the Junior Lenders and the New Security Trustee;

“Junior Debt” means the debt reinstated as junior loans under or in respect of the Junior Facility Agreement;

“Junior Facility Agreement” means the junior facility agreement setting out the terms of the Junior Debt between the Plan Companies as borrowers, the New Facility Agent as facility agent, the New Security Trustee as security trustee, the New Account Bank as account bank and the Junior Lenders;

“Junior Lender” means each lender that is a party to the Junior Facility Agreement in its capacity as such by virtue of having exercised the Senior NM Debt Funding Option;

“Junior Debt Reinstatement” means the reinstatement as Junior Debt of US$3 of the 2021 NM Debt per US$1 of Senior NM Debt provided by each 2021 NM Lender in connection with the Senior NM Debt Funding Option as contemplated by Clause 7.5 (Junior Debt);

“Liability or Liabilities” means any present or future debt, obligation, demand, liability, complaint, claim, counterclaim, potential counterclaim, right of set-off, indemnity, right of contribution, cause of action (including, without limitation, in negligence), administrative, criminal or regulatory claim or infraction, any claim relating to or presented in any bankruptcy, insolvency or similar process, petition, right or interest of any kind or nature whatsoever at any time and in any capacity whatsoever and whether it arises at common law, in equity, in contract, in tort, or by statute, direct or indirect, joint or several, foreseen or unforeseen, actual or contingent, accrued or unaccrued, liquidated or unliquidated, present or future, known or unknown, disclosed or undisclosed, suspected or unsuspected, however and whenever arising and in whatever capacity, in England and Wales or any other jurisdiction, or in any manner whatsoever;

“Longstop Date” means 15 December 2024, or such other date as is set in accordance with the terms of this Restructuring Plan;

“Majority Plan Creditors” means the Super Senior Lenders who hold an aggregate principal amount of the Super Senior Debt equal to or more than 66 2/3 per cent of the aggregate principal amount of the Super Senior Debt at the Record Time;

“New Account Bank” means the entity which is the account bank pursuant to the Senior NM Facility Agreement and Junior Facility Agreement and its respective successors or assigns;

“New Facility Agent” means Global Loan Agency Services Limited or another professional agent which is appointed to act as facility agent in respect of each of the Senior NM Facility Agreement and the Junior Facility Agreement;

“New Financing Documents” means each of the Senior NM Facility Agreement, Junior Facility Agreement, Intercreditor Deed and the New Security Documents and each other document, agreement or instrument related or ancillary thereto;

“New Security Trustee” means GLAS Trust Corporation Limited or another professional security trustee which is appointed to act as security trustee in respect of each of the Senior NM Facility Agreement and the Junior Facility Agreement;

“New Security Documents” means each of the security documents to be entered into in connection with the Senior NM Facility Agreement and Junior Facility Agreement;

“Out-of-the-Money Lender” means a Plan Creditor who is the holder of a Plan Claim against a Plan Company under or in respect of the Senior Debt, 2021 NM Debt and/or Recovery Financing Debt, as applicable;

“Plan Claims” means any (direct or indirect) Claim of a Plan Creditor in respect of any Liability of the Plan Companies to a Plan Creditor in relation to, or arising out of or in connection with, the Existing Project Debt and the Ancillary and Related Claims;

“Plan Companies” means AMSA and DMSA;

“Plan Companies’ Advisers” means:

(a) Sullivan & Cromwell LLP, as legal advisers to the Plan Companies; and

(b) DC Advisory, as financial advisers to the Plan Companies;

“Plan Conditions” means each of the following conditions:

(a) the Plan Publication Date has occurred; and

(b) each Restructuring Document (other than the Deed of Release, the Backstop Agreement and the Restructuring Support and Lock-up Agreement) has (if applicable) been executed (but undated) by the parties to it (other than the Plan Companies and the Plan Creditors) and has been delivered to the Plan Companies to be held in escrow by the Plan Companies (or their legal counsel on their behalf);

“Plan Creditor(s)” means the Super Senior Lenders and the Out-of-the-Money Lenders, and each a “Plan Creditor”;

“Plan Meetings” means the meetings of the Plan Creditors convened in accordance with section 901C of the Companies Act and the order of the Court to consider and, if thought fit, approve this Restructuring Plan, including any adjournment thereof, to be held on or around 31 October 2024;

“Plan Portal” means the portal set up for the purposes of this Restructuring Plan by the Information Agent at https://glas-agency.appiancloud.com/suite/sites/ambatovy%20%5bglas-agency.appiancloud.com;

“Plan Publication Date” means the date on which an office copy of the Plan Sanction Order has been published in the Gazette;

“Plan Sanction Order” means the order of the Court sanctioning this Restructuring Plan under section 901F of the Companies Act;

“Plan Steps” means each of the steps listed in Clause 3.1 (Plan Steps) of this Restructuring Plan, each being a “Plan Step”;

“Plan Steps Completion Time” means the time at which all of the Plan Steps have been completed;

“POA” has the meaning given to such term in Clause 5.1 (Authority to Take Actions to Implement the Restructuring Plan);

“Proceedings” means any process, action or other legal proceeding (including, without limitation, any demand, arbitration, alternative dispute resolution, judicial review, adjudication, execution, seizure, distraint, forfeiture, re-entry, lien, enforcement of judgment or enforcement of any security) in any jurisdiction, in each case seeking to challenge or otherwise invalidate this Restructuring Plan, the Plan Steps and/or the Restructuring Documents, or which imposes or attempts to impose any Liability whatsoever in connection with the preparation, negotiation and/or implementation of the Restructuring Documents, the Explanatory Statement, the Plan Steps and this Restructuring Plan;

“Protected Party” means:

(a) each Plan Company;

(b) the Plan Companies’ Advisers;

(d) the Information Agent;

(e) each Existing Agent;

(f) each Existing Security Trustee;

(g) the New Account Bank;

(h) the New Facility Agent;

(i) the New Security Trustee; and

(j) each Representative of the persons referred to in paragraphs (a) to (i) (inclusive),

each in their various respective capacities in connection with the matters set out in Clause 4.2 (Releases);

“Record Time” means the date and time by which the Plan Creditors’ entitlements to vote in this Restructuring Plan shall be assessed, being 11:59 p.m. (London time) on 15 September 2024;

“Recovery Financing Agreements” means each of the Recovery Financing Common Terms Agreement, the Recovery Financing Loan Intercreditor Deed, each Recovery Financing Loan Agreement, any Recovery Financing Loan Fee Letter and each document or agreement related or ancillary thereto;

“Recovery Financing Common Terms Agreement” means the recovery financing common terms agreement dated 15 June 2021 between, among others, the Plan Companies as borrowers, MUFG Bank, Ltd. as “RF Loan Administrative Agent” and the Recovery Financing Lenders;

“Recovery Financing Debt” means the recovery financing debt provided by the Recovery Financing Lenders to the Plan Companies as borrowers and constituted by the Recovery Financing Agreements;

“Recovery Financing Debt Cash Settlement Payment” means a cash payment in an amount equal to US$406,429.07 to be allocated pro rata to the Recovery Financing Lenders based on the value of their Recovery Financing Debt as at 31 August 2024 and as calculated in accordance with Clause 7 (Entitlements);

“Recovery Financing Loan Intercreditor Deed” means the recovery financing loan intercreditor deed dated on or around 15 June 2021 and entered into between, among others, the Recovery Financing Lenders and Société Générale, London Branch as security trustee;

“Recovery Financing Lenders” means each lender pursuant to a Recovery Financing Loan Agreement and the Recovery Financing Common Terms Agreement;

“Recovery Financing Loan Agreements” means each loan agreement entered into by the Plan Companies as borrowers with one or more Recovery Financing Lenders, including:

(a) the loan agreement between the Plan Companies and the African Development Bank dated 15 June 2021;

(b) the loan agreement between the Plan Companies and the European Investment Bank dated 15 June 2021;

(c) the loan agreement between, among others, the Plan Companies, Japan Bank for International Cooperation and certain financial institutions dated 15 June 2021; and

(d) the loan agreement between, among others, the Plan Companies, the Export-Import Bank of Korea and certain financial institutions dated 15 June 2021;

“Recovery Financing Loan Fee Letter” means any fee letter between the Plan Companies and a Recovery Financing Lender, Existing Agent or Existing Security Trustee or any combination thereof in connection with the Recovery Financing Debt;

“Representatives” means, in relation to a person, that person’s respective current and former directors, managers, officers, partners, principals, employees, agents, advisory board members, financial advisers, attorneys, accountants, investment bankers, consultants and (as applicable to the relevant person) its investment managers and investment advisers;

“Required Senior NM Debt Participation Amount” has the meaning given in Clause 7.2 (Entitlements);

“Restructuring” means the financial restructuring of the Plan Companies for which purposes this Restructuring Plan has been proposed;

“Restructuring Documents” means the documents, orders, agreements and instruments related to or necessary or desirable to implement or consummate the Restructuring, including this Restructuring Plan, the Senior NM Facility Agreement, the Junior Facility Agreement, the Intercreditor Deed, the New Security Documents, the Backstop Agreement, the Commitment Letter, the Restructuring Support and Lock-Up Agreement, and any other document, agreement or instrument necessary or desirable to facilitate, implement or give effect to this Restructuring Plan;

“Restructuring Plan” means this composite restructuring plan document in respect of the restructuring plans proposed by each Plan Company with certain of their respective creditors under Part 26A of the Companies Act in its present form or with or subject to any modification, addition or condition which the Court may think fit to approve or impose or approved in accordance with the terms of this Restructuring Plan;

“Restructuring Support and Lock-Up Agreement” means the lock-up agreement in connection with the Restructuring (as amended and/or amended and restated from time to time) entered into between the Plan Companies and certain of the Senior Lenders and Recovery Financing Lenders;

“Sanction Hearing” means the hearing of the Court for the purpose of, if the Court thinks fit, sanctioning this Restructuring Plan pursuant to an order of the Court under section 901F of the Companies Act 2006, including any adjournment thereof, held on or around 25 November 2024;

“Senior Common Terms Agreement” means the common terms agreement originally dated 22 August 2007, as amended from time to time, including most recently on 18 June 2024, between, among others, the Plan Companies, the Senior Lenders and Société Générale, London Branch as security trustee;

“Senior Debt” means the senior debt provided by the Senior Lenders to the Plan Companies as borrowers and constituted by the Senior Debt Agreements;

“Senior Debt Agreements” means each of the Senior Common Terms Agreement, the Senior Intercreditor Deed, each Senior Loan Agreement, any Senior Loan Fee Letter and each document or agreement related or ancillary thereto;

“Senior Debt Cash Settlement Payment” means a cash payment in an amount equal to US$45,740,786.54 to be allocated pro rata to the Senior Lenders based on the value of their Senior Debt as at 31 August 2024 and as calculated in accordance with Clause 7 (Entitlements);

“Senior Intercreditor Deed” means the intercreditor deed originally dated 22 August 2007 and entered into between, among others, the Senior Lenders and Société Générale, London Branch as security trustee;

“Senior Lenders” means each lender pursuant to a Senior Loan Agreement;

“Senior Loan Agreement” means each loan agreement entered into by the Plan Companies as borrowers with one or more Senior Lenders originally dated 22 August 2007 and as most recently amended and restated on or around 15 June 2021, including:

(a) the loan agreement between the Plan Companies and the African Development Bank;

(b) the loan agreement between the Plan Companies and the European Investment Bank;

(d) the loan agreement between, among others, the Plan Companies, Japan Bank for International Cooperation and certain financial institutions; and

(e) the loan agreement between, among others, the Plan Companies, the Export-Import Bank of Korea and certain financial institutions;

“Senior Loan Fee Letter” means any fee letter entered into between the Plan Companies and a Senior Lender, Existing Agent or Existing Security Trustee or any combination thereof in relation to the Senior Debt;

“Senior NM Debt” means the debt that is committed to be made available to the Plan Companies in the amount of $220 million, pursuant to the terms of the Senior NM Facility Agreement;

“Senior NM Debt Funding Option Bar Date” means the date and time at which the Senior NM Lenders’ commitments to provide the Senior NM Debt shall be calculated, being 11.59 p.m. (London time) on 1 November 2024;

“Senior NM Debt Deadline” means the date and time by which a 2021 NM Lender is required to have satisfied the eligibility criteria to participate in the Senior NM Debt Funding Option, being 11.59 p.m. (London time) on 5 November 2024;

“Senior NM Debt Funding Option” means the option for each 2021 NM Lender to participate in and fund its Required Senior NM Debt Participation Amount of an aggregate amount of 50 per cent. of the aggregate amount of the new money portion of the Senior NM Debt, being US$70 million;

“Senior NM Facility Agreement” means the super senior facilities agreement setting out the terms of the Senior NM Debt between, amongst others, the Plan Companies as borrowers, the New Facility Agent as facility agent, the New Security Trustee as security trustee and the Senior NM Lenders as lenders;

“Senior NM Lenders” means each lender pursuant to the Senior NM Facility Agreement;

“Sponsors” means each of Sumitomo Corporation and Korea Mine Rehabilitation and Mineral Resources Corporation;

“Super Senior Debt” means the bridge financing facility in an aggregate amount of up to US$80 million made available to the Plan Companies as borrowers by the Super Senior Lenders or their Affiliates pursuant to the Bridge Facility Agreement;

“Super Senior Lenders” means the Sponsors or their Affiliates as lenders under the Bridge Facility Agreement; and

“Voting Letter” means the voting letter to be delivered to the Information Agent by Plan Creditors to vote on this Restructuring Plan in substantially the form of Appendix 5 (Form of Voting Letter) to the Explanatory Statement.

1.2 Interpretation

In this Restructuring Plan, unless the context otherwise requires or otherwise expressly provides for:

(a) references to “Clauses” and “Appendices” are references to the Clauses and Appendices respectively of this Restructuring Plan;

(b) references to a “person” include references to an individual, firm, partnership, company, corporation, unincorporated body of persons or any state or state agency;

(c) references to a statute or statutory provision include the same as subsequently modified, amended or re-enacted from time to time;

(d) references to an agreement, deed or document shall be deemed to also refer to such agreement, deed or document as amended, supplemented, restated, varied, replaced and/or novated (in whole or in part) from time to time and to any agreement, deed or document executed pursuant thereto;

(e) references to time shall be to London time (Greenwich Mean Time or British Summer Time, as applicable);

(f) the singular includes the plural and vice versa and words importing one gender shall include all genders;

(g) the term “including” means “including without limitation”; and

(h) headings are for ease of reference only and shall not affect the interpretation of this Restructuring Plan.

2 Effective Date

2.1 Clauses 1, 2, 5, 6, 7.1 and 8 of this Restructuring Plan shall be effective on and from the Plan Publication Date. All other Clauses of this Restructuring Plan shall be effective on and from the Effective Date.

2.2 The Plan Companies shall (through the Information Agent), promptly upon the satisfaction or waiver thereof, send a notice to all Plan Creditors confirming that all Plan Conditions have been satisfied or waived in writing and confirming the date of the Effective Date hereunder.

2.3 The compromise and arrangement effected by this Restructuring Plan shall apply to all Plan Claims and bind all Plan Creditors and each of their successors and assigns.

3 Plan Steps

3.1 On the Effective Date (or if not completed on the Effective Date, immediately thereafter) the following Plan Steps shall be completed and shall become effective sequentially as they occur in the order set out below:

(a) Step 1:

(i) The Plan Companies (in their own name and pursuant to the POA on behalf of each Plan Creditor who has not already signed the relevant Restructuring Documents in their own name and/or has not provided such signature pages to the Plan Companies to hold in escrow prior to the Effective Date) shall execute, date and release each Restructuring Document (other than the Deed of Release, the Backstop Agreement and the Restructuring Support and Lock-up Agreement), including the New Financing Documents, and the Plan Companies (or their legal advisers) shall deliver, without any further notice to any party thereto, each such Restructuring Document, including the New Financing Documents to the relevant parties or addressees (which, other than the Senior NM Facility Agreement, shall become effective on the Restructuring Effective Date (as defined in the Explanatory Statement)).

(ii) The Bridge Facility Agreement shall be deemed to be amended and restated as the Senior NM Facility Agreement in the form set out in the Explanatory Statement and the Senior NM Facility Agreement shall become effective.

(iii) The Restructuring Support and Lock-Up Agreement and Backstop Agreement shall terminate in accordance with their terms.

(b) Step 2: The Plan Companies shall instruct the payment or transfer of:

(i) the relevant portion of the Senior Debt Cash Settlement Payment for the account of each Senior Lender; and

(ii) the relevant portion of the Recovery Financing Debt Cash Settlement Payment for the account of each Recovery Financing Lender, in each case, to: (A) the relevant Existing Agent; or (B) the Senior Lenders or Recovery Financing Lenders directly if there is no relevant Existing Agent in respect of their Senior Debt or Recovery Financing Debt (as applicable), in each case to be made within five Business Days of the Effective Date and (in the case of (A)) authorise, direct and instruct each such relevant Existing Agent to transfer each of the relevant portion of the Senior Debt Cash Settlement Payment and the Recovery Financing Debt Cash Settlement Payment in accordance with the Allocations and Entitlements Table and Clause 7.6 (Senior Debt Cash Settlement Payment and Recovery Financing Debt Cash Settlement Payment) below; and

(iii) advisory fees, costs and expenses incurred by the Plan Companies, the Senior Lenders and the Recovery Financing Lenders in connection with this Restructuring Plan to the relevant Plan Companies’ Advisers and the advisers to the Senior Lenders and Recovery Financing Lenders on the basis agreed with the Plan Companies (including any agreed fee caps) to be made within five Business Days of the Effective Date.

(i) The Restructuring Effective Date (as defined in the Explanatory Statement) shall be deemed to have occurred.

(ii) The Deed of Release will be executed by all parties thereto pursuant to the POA and shall become effective.

3.2 Upon the completion of Plan Step 3, the Plan Steps Completion Time shall occur, and the Plan Companies shall (through the Information Agent) send a notice to all Plan Creditors confirming (acting reasonably and in good faith) the completion of the Restructuring and the occurrence of the Plan Steps Completion Time, and shall post such notice on the Plan Portal as soon as reasonably practicable thereafter.

3.3 Each Plan Step shall occur as soon as is reasonably practicable after the completion of the previous Plan Step.

3.4 If any Plan Step does not occur on or before the Longstop Date (and is not waived by the person entitled to waive it in accordance with this Restructuring Plan), the terms of and the obligations of the parties under or pursuant to this Restructuring Plan shall lapse and all the compromises and arrangements (including the payment made under Plan Step 2) shall be of no effect and any deed, document or agreement executed, delivered or released in accordance with, or pursuant to, the Plan Steps shall be rescinded and deemed never to have become effective and each relevant Plan Creditor or Plan Company, to the extent legally and practically possible, shall be put back into the position it was in prior to the date on which such deed, document or agreement was executed, delivered or released (as applicable) and each Plan Creditor and the Plan Companies shall, and shall use all reasonable efforts to procure that any necessary other party shall, execute such documents and perform such acts and tings as may be required in order to do so.

4 The Restructuring Plan

4.1 Variation of Plan Claims and the Existing Financing Documents

With effect upon the Effective Date and subject to Clause 3.4 (Plan Steps):

(a) the (direct and indirect) rights and obligations, including Plan Claims, of each Plan Creditor party to and under the Bridge Facility Agreement shall each be varied and, in accordance with the terms of this Restructuring Plan, the Bridge Facility Agreement shall be amended and restated as the Senior NM Facility Agreement;

(b) the Senior Debt and Recovery Financing Debt and the 2021 NM Debt not reinstated as Junior Debt under the Junior Facility Agreement and any other Plan Claims of the Senior Lenders, 2021 NM Lenders and/or Recovery Financing Lenders, relevant Existing Agents and relevant Existing Security Trustees (including, without limitation, any Claims, Liabilities or Ancillary and Related Claims) shall, in each case, be fully and completely and forever irrevocably and unconditionally released, forgiven, cancelled and discharged, and any purported continuance or restoration of any of the foregoing by the Senior Lenders, 2021 NM Lenders and/or the Recovery Financing Lenders, relevant Existing Agents and relevant Existing Security Trustees shall be ineffective and null and void;

(c) each Existing Agent, the Plan Companies, each Existing Security Trustee, the New Facility Agent, and the New Security Trustee are irrevocably instructed, directed and authorised to treat the Senior Debt, 2021 NM Debt and the Recovery Financing Debt, any other Plan Claims of the Senior Lenders, 2021 NM Lenders and Recovery Financing Lenders (including without limitation, any Claims, Liabilities or Ancillary and Related Claims) as irrevocably and unconditionally released and discharged;

(d) the Existing Security Documents which secure the Existing Project Debt shall be irrevocably and unconditionally released and discharged; and

(e) each Plan Creditor shall be prohibited from asserting any right or taking any action (in each case either directly or indirectly) against the Plan Companies that would be inconsistent with this Restructuring Plan or the other Restructuring Documents, as amended or varied.

4.2 Releases

With effect from the Plan Steps Completion Time, the Plan Companies and each Plan Creditor hereby irrevocably and unconditionally, fully and finally (including on behalf of any of their Affiliates, related funds or any of their respective officers, directors, employees, agents, advisers or Representatives):

(a) ratifies and confirms everything which the Plan Companies (or their officers, directors, employees, agents, advisers or Representatives) may lawfully do or cause to be done in accordance with any authority conferred by this Restructuring Plan;

(b) ratifies and confirms the matters set out in Clause 4.1 (Variation of Plan Claims and the Existing Financing Documents);

(c) in respect of each Senior Lender, 2021 NM Lender and Recovery Financing Lender, relevant Existing Agent and relevant Existing Security Trustee without limitation, specifically ratifies and confirms the release and discharge set out in Clause 4.1(b) (Variation of Plan Claims and the Existing Financing Documents);

(d) waives, releases and discharges each and every Claim it may have against any Protected Party (or any of their respective Affiliates, related funds, investment managers, officers, directors, employees, agents, advisers and Representatives) and any and all Liabilities owed by such Protected Party to it (or its respective Affiliates, related funds, investment managers, officers, directors, employees, agents, advisors and Representatives) in each case in relation to, or in connection with, or by reason of, or resulting directly or indirectly from that Protected Party’s participation in any steps and/or actions taken or omissions occurring, or any occurrence, cause or thing whatsoever in connection with:

(i) the Restructuring, including any preparation, discussions (including participation in any discussions and negotiations with stakeholders of the Plan Companies in any capacity), negotiation, sanction, execution, implementation, recognition, performance or defence in connection with this Restructuring Plan, the Plan Claims, the Existing Financing Documents, the Restructuring Documents, the Deed of Release, the New Financing Documents or any agreements, instruments, or other documents related to the foregoing, and the facilitation, implementation, consummation of, and giving effect to, the Restructuring or any other consideration or entitlements provided under this Restructuring Plan and any contingent and unliquidated breach of contract and/or tort claims which are or may become the subject of Proceedings before any court of competent jurisdiction in relation thereto; and

(ii) any aspect of the dealings or relationships between or among the Plan Companies or a Plan Creditor, on the one hand, and any Protected Party, on the other hand, relating to any or all of the matters, documents, transactions, steps, actions or omissions referenced in this Clause 4.2,

which it ever had, has, may have or hereafter can, shall or may have against the Protected Parties to the fullest extent permitted by applicable law (cumulatively, such claims set out in this Clause 4.2 being the “Ancillary and Related Claims”), in each case other than in respect of any Excluded Liabilities.

5 Authority to Take Actions to Implement the Restructuring Plan

5.1 Subject to Clauses 5.2 and 5.3, each Plan Creditor hereby irrevocably authorises and instructs the Plan Companies and appoints the Plan Companies as its agent and attorney (acting by one or more of its directors or managers or other duly appointed representatives) on and from the Plan Publication Date, to enter into, execute and deliver as a deed (if applicable), on behalf of that Plan Creditor, the Deed of Release and the other Restructuring Documents and to give instructions, carry out or take any actions on behalf of that Plan Creditor that may otherwise be necessary or desirable to give effect to this Restructuring Plan. The authority granted under this Clause 5.1 shall be treated, for all purposes whatsoever and without limitation, as having been granted by deed. The power of attorney, agency relationship, and other authorisations (cumulatively, the “POA”) granted under this Clause 5.1 shall come into effect on and from the Plan Publication Date, provided that, the Plan Companies may execute documents in reliance upon the POA in advance of this time and hold such documents in escrow until the time they become effective in accordance with the Plan Steps.

5.2 The Plan Companies shall cease to be the agent and attorney of each Plan Creditor (pursuant to Clause 5.1) upon the Plan Steps Completion Time.

5.3 With effect on and from the Plan Publication Date, each Plan Creditor irrevocably authorises, directs, instructs and empowers the Plan Companies (acting by their directors or managers or represented by any duly authorised representative) to, in respect of any Restructuring Document or the Deed of Release:

(a) agree on its behalf to any amendments which the Plan Companies may deem necessary or desirable in order to correct any manifest error or otherwise to make any amendments to ensure that each Restructuring Document and Deed of Release reflect the terms of, or transactions contemplated, by this Restructuring Plan;

(b) complete any blanks (including, without limitation, any dates, times, figures, bank account details, notice provisions or legal entity names, lists of parties and/or signature blocks) and make any other minor, technical or administrative amendments; and

(c) make or agree to amendments to take into account any modification of, or addition to, this Restructuring Plan and or the Deed of Release or the other Restructuring Documents approved or imposed by the Court.

6 Undertakings from Plan Creditors

6.1 Each Plan Creditor, upon the occurrence of the Effective Date, irrevocably authorises, directs and instructs each of the Existing Agents, each Existing Security Trustee, the New Facility Agent, and/or the New Security Trustee, as applicable, to take each action required pursuant to or contemplated by this Restructuring Plan or desirable to give effect to this Restructuring Plan, including the Plan Steps and the execution of the New Financing Documentation. Each Plan Creditor, acting through the Plan Companies appointed under the POA, shall execute such further documents as are required to direct and instruct each of the Existing Agents, each Existing Security Trustee, the New Facility Agent, and the New Security Trustee in accordance with this Clause 6.1.

6.2 Upon the occurrence of the Plan Steps Completion Time, each Plan Creditor:

(a) irrevocably ratifies and confirms everything which the Plan Companies and their directors, managers or officers may lawfully do or cause to be done or purport to do pursuant to (and only to the extent authorised by) the authority and appointment conferred by Clause 5.1 (Authority to Take Actions to Implement the Restructuring Plan) of this Restructuring Plan;

(b) irrevocably ratifies and confirms everything which the Existing Agents, the Existing Security Trustees, the New Facility Agent, the New Security Trustee and their respective directors, managers or officers (or equivalent) have lawfully done or caused to be done or purport to have done or may lawfully do or cause to be done or purport to be done pursuant to (and only to the extent contemplated by) this Restructuring Plan;

(c) undertakes to the Plan Companies and their directors, managers or officers (or equivalent) to treat all Plan Claims and the (direct and indirect) rights and obligations of each Plan Creditor as having been effectively varied or completely and fully released, discharged or cancelled in the manner envisaged by this Restructuring Plan, the Deed of Release, and the other Restructuring Documents; and

(d) undertakes to the Plan Companies that it will not make, demand, commence (or threaten to commence) any Proceedings against the Plan Companies, or any Protected Party.

7 Entitlements

7.1 The Information Agent and the Plan Companies (as applicable) shall make the necessary calculations to prepare the Allocations and Entitlements Table setting out:

(a) each 2021 NM Lender’s initial entitlement to participate in the Senior NM Debt in connection with the Senior NM Debt Funding Option, being an amount equal to the Required NM Senior Debt Participation Amount, and corresponding entitlement, if such 2021 NM Lender exercises its Senior NM Debt Funding Option, to a Junior Debt Reinstatement, and shall have notified each 2021 NM Lender of such entitlements within three Business Days of the Senior NM Debt Deadline;

(b) each Senior Lender’s entitlement to the Senior Debt Cash Settlement Payment as at the date falling one Business Day after the Senior NM Debt Deadline and shall have notified each Senior Lender of such entitlement within three Business Days of the Senior NM Debt Deadline;

(c) each Recovery Financing Lender’s entitlement to the Recovery Financing Debt Cash Settlement Payment as at the date falling one Business Day after the Senior NM Debt Deadline and shall have notified each Recovery Financing Lender of such entitlement within three Business Days of the Senior NM Debt Deadline; and

(d) each Senior NM Lender’s commitment to be taken up pursuant to the Backstop Agreement for, and entitlement to, the Senior NM Debt as at the date falling one Business Day after the Senior NM Debt Deadline and shall have notified each Senior NM Lender of such commitment and entitlement within three Business Days of the Senior NM Debt Deadline.

7.2 The 2021 NM Lenders shall be allocated their pro rata share of the Senior NM Debt pro rata to their respective holdings in the total aggregate amount of the 2021 NM Debt as at the Record Time and shall be required to commit such amount in full and complete the steps outlined in Clause 7.4(b) (Senior NM Debt) below in order to qualify as a Senior NM Lender (the “Required Senior NM Debt Participation Amount”).

7.3 The quantum of the Junior Debt Reinstatement in connection with the Senior NM Debt Funding Option shall not exceed 100 per cent. of the relevant 2021 NM Lender’s holdings in the 2021 NM Debt as at the Record Time.

7.4 Senior NM Debt

(a) Subject to section (d) below, the Super Senior Lenders shall be entitled to an allocation of 50 per cent. of the aggregate amount of the new money portion of the Senior NM Debt (being, US$70 million) pro rata to their existing holdings in the Super Senior Debt as at the Record Time.

(b) Each 2021 NM Lender shall be entitled, if it makes an election to do so in the Commitment Letter, to receive an allocation of the remaining 50 per cent. of the aggregate amount of the new money portion of the Senior NM Debt (being, US$70 million) if it satisfies the following conditions:

(i) it has complied with the steps required to participate in the Senior NM Debt as set out in the section titled “Right to Participate in the Senior NM Debt Funding Option and the Delivery of Commitment Letters” of the Explanatory Statement including the execution of a Commitment Letter confirming its agreement to fund at least its Required Senior NM Debt Participation Amount on or before the Senior NM Debt Deadline; and

(ii) it continues to be the holder of the same portion of 2021 NM Debt on the Effective Date as it held at the Senior NM Debt Funding Option Bar Date (and has not executed any assignment, transfer, sub-participation, derivative or arrangement having a similar effect (economic or otherwise including without out limitation a total return swap or other similar instrument) in respect of such 2021 NM Debt other than any such arrangement with an Affiliate) after the Senior NM Debt Funding Option Bar Date.

(c) Where a 2021 NM Lender has delivered a fully executed Commitment Letter and otherwise satisfies the conditions set out in paragraph (b) above, it shall be deemed to have become party as an original lender to the Senior NM Facility Agreement (and shall be bound thereby) with a commitment equal to the amount set out in the Senior NM Facility Agreement and notified to it by the Information Agent.

(d) The Senior NM Debt shall be backstopped by the Backstop Participants pursuant to the Backstop Agreement.

7.5 Junior Debt

(a) Each 2021 NM Lender that elects to participate in the Senior NM Debt and satisfies the conditions set out in Section 7.4(b)(Senior NM Debt), shall be entitled to receive a participation in the Junior Debt.

(b) Subject to Section 7.3, each 2021 NM Lender which is a Senior NM Lender and satisfies the conditions set out in Section 7.4(b)(Senior NM Debt) above shall receive a Junior Debt Reinstatement.

7.6 Senior Debt Cash Settlement Payment and Recovery Financing Debt Cash Settlement Payment

(a) Senior Lenders shall be entitled to their pro rata share of the Senior Debt Cash Settlement Payment and Recovery Financing Lenders shall be entitled to their pro rata share of the Recovery Financing Debt Cash Settlement Payment, in each case, calculated by the Information Agent and/or the Plan Companies on the basis of their Senior Debt and Recovery Financing Debt (as applicable) as at 31 August 2024.

(b) The Plan Companies shall pay the relevant portion of the Senior Debt Cash Settlement Payment and the Recovery Financing Debt Cash Settlement Payment to: (i) the relevant Existing Agents for the account of, respectively, the entitled Senior Lenders and Recovery Financing Lenders; or (ii) the Senior Lenders or Recovery Financing Lenders directly to the account details that the Plan Companies have on record for such Senior Lenders or Recovery Financing Lenders if there is no such Existing Agent in respect of their Senior Debt or Recovery Financing Debt (as applicable), in each case within five Business Days of the Effective Date and (in the case of (i)) instruct each such relevant Existing Agent to transfer the relevant portion of the Senior Debt Cash Settlement Payment or Recovery Financing Debt Cash Settlement Payment, as applicable, to the entitled Senior Lenders and Recovery Financing Lenders either:

(i) to the account indicated in a validly completed Voting Letter provided by such Senior Lender or Recovery Financing Lender; or

(ii) to the account details that such Existing Agent has on record for such Senior Lender or Recovery Financing Lender.

(c) The payment of the Senior Debt Cash Settlement Payment and Recovery Financing Debt Cash Settlement Payment by the Plan Companies to the Existing Agents (and/or Senior Lenders or Recovery Financing Lenders where there is no Existing Agent in respect of their Senior Debt or Recovery Financing Debt, as applicable) shall be good discharge of the Plan Companies.

(d) In the event that:

(i) an Existing Agent is or has been unable, for any reason whatsoever, to make any onward payment or transfer of the relevant portion of the Senior Debt Cash Settlement Payment or Recovery Financing Debt Cash Settlement Payment to a Senior Lender or Recovery Financing Lender; or

(ii) a payment is to be made directly by the Plan Companies in respect of the Senior Debt Cash Settlement Payment or Recovery Financing Debt Cash Settlement Payment and the Plan Companies (acting reasonably) request updated account details for any relevant Senior Lender or Recovery Financing Lender and such Senior Lender or Recovery Financing Lender does not provide updated account information,

in each case, at the expiration of two months from the relevant date that the payment was due to be made or the updated account details requested (as applicable), the Senior Lender or Recovery Financing Lender entitled to such portion of the Senior Debt Cash Settlement Payment or Recovery Financing Debt Cash Settlement Payment shall, from that time, be deemed to have waived its rights thereto and the amount of such portion of the Senior Debt Cash Settlement Payment or Recovery Financing Debt Cash Settlement Payment, as the case may be, which if the Plan Companies had paid to the relevant Existing Agent shall be returned to the Plan Companies, and any obligations of the Plan Companies with respect thereto shall thereafter cease.

8 General

8.1 Record Time

Unless otherwise provided herein, all Plan Claims shall be determined by the Information Agent, on behalf of the Plan Companies, as at the Record Time.

8.2 Assignments or Transfers

The Plan Companies shall not be under any obligation to recognise any assignment or transfer of Plan Claims that occurs in the period after the Record Time up to the Effective Date, provided that, where the Plan Companies have received from the relevant parties written notice of such assignment or transfer, the Plan Companies may in their absolute discretion and subject to such evidence as they may reasonably require, agree to recognise such assignment or transfer, subject to the assignee or transferee agreeing to be bound by the terms of this Restructuring Plan and to be treated as a Plan Creditor for the purposes of this Restructuring Plan (and references to Plan Creditors in this Restructuring Plan shall accordingly include any person to whom a Plan Creditor has assigned or transferred its rights in respect of its Plan Claim after the Record Time where such transfer is recognised by the Plan Companies in accordance with this Clause 8.2).

8.3 Costs

The Plan Companies will pay in full all costs, charges, expenses, and disbursements incurred by them in connection with the negotiation, preparation, and implementation of this Restructuring Plan as and when they arise, including, but not limited to, the costs of holding the Plan Meetings, the costs of obtaining the sanction of the Court and the costs of placing notices (if any) required by this Restructuring Plan.

8.4 Longstop Date

If the Plan Steps Completion Time has not occurred by the Longstop Date, the terms of, and the obligations of the parties under, this Restructuring Plan shall lapse, provided that the Plan Companies may, at their discretion, extend the Longstop Date to such later date as both (i) the Plan Companies; and (ii) the Majority Plan Creditors, may agree in writing.

8.5 Modification

The Plan Companies may, at the Sanction Hearing, consent on behalf of all Plan Creditors and any other persons to any modification of, or addition to, this Restructuring Plan or to any terms or conditions that the Court may think fit to approve or impose.

8.6 Performance of Obligations on Dates other than a Business Day

If any obligation is to be performed under the terms of this Restructuring Plan on a date other than a Business Day and is not capable of being performed on such date, the relevant obligation shall be performed on the next Business Day.

8.7 Further Assurance

On and from the Effective Date, the Plan Companies and each Plan Creditor shall provide such further assistance (at the cost of the Plan Companies) as may be reasonably required to implement this Restructuring Plan.

8.8 Severability

If at any time any provision of this Restructuring Plan is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of that provision under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision of this Restructuring Plan under the law of that jurisdiction shall in any way be affected or impaired thereby.

8.9 Notices

Any notice or other written communication to be given under or in relation to this Restructuring Plan shall be given in the English language in writing and shall be given by hand, e-mail, pre-paid recorded delivery or international courier to the address or e-mail address as set out below (or as may be notified by notice to the parties from time to time) or the Plan Portal, and marked for the attention of the relevant person as agreed between the parties.

8.10 Addresses

The addresses for notices are as follows:

(a) in the case of the Plan Companies, to either the Information Agent or Sullivan & Cromwell LLP using the contact details below:

Sullivan & Cromwell LLP (Counsel to the Plan Companies)

Contact: Chris J. Howard and Jonathon Hannah

E-mail: SCAmbatovy2024@sullcrom.com

Address: 160 Aldersgate Street, Barbican, EC1A 4HT London, United Kingdom

GLAS Specialist Services Limited (Information Agent)

Telephone: +44 (0) 20 3597 2940

E-mail: LM@glas.agency

Address: 55 Ludgate Hill Level 1 West, EC4M 7JW London, United Kingdom

(b) in the case of a Plan Creditor, to the Information Agent at the details set out above and posted on the Plan Portal for the attention of the Plan Creditors; and

(c) in the case of any other person, any address or e-mail address set forth for that person in any agreement entered into in connection with this Restructuring Plan or the last known address or e-mail address according to the Plan Companies.

8.11 Delivery

(a) Any notice or other written communication to be given under or in relation to this Restructuring Plan shall be deemed to have been delivered and served:

(i) if delivered by hand, when actually received provided that, if such receipt occurs after 5:00 p.m. in the place of receipt, the following Business Day;

(ii) if sent by pre-paid recorded delivery or international courier, on the second Business Day after posting if the recipient is in the country of dispatch, otherwise the seventh Business Day after posting;

(iii) if sent by email, when actually received in readable form provided that, if such receipt in readable form occurs after 5.00 p.m. in the place of receipt, the following Business Day; or

(iv) if posted on the Plan Portal, at the time of being published.

(b) In proving service, it shall be sufficient proof, in the case of a notice sent by pre-paid recorded delivery or international courier, that the envelope was properly stamped, addressed and placed in the post.

(c) The accidental omission to send any notice, written communication or other document in accordance with Clause 8.9 (Notices) or Clause 8.10 (Addresses) or this Clause 8.11, or the non-receipt of any such notice by any Plan Creditor shall not affect the provisions of this Restructuring Plan.

(d) The Plan Companies shall not be responsible for any loss or delay in the transmission of any notices or other documents posted by any Plan Creditor, which shall be posted at the risk of such Plan Creditor.

8.12 Governing Law and Jurisdiction

(a) This Restructuring Plan and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed in accordance with, the laws of England and Wales.

(b) The Court shall have exclusive jurisdiction to hear and determine any suit, action or proceeding and to settle any dispute which may arise out of the Explanatory Statement or any provision of this Restructuring Plan, or out of any action taken or omitted to be taken under this Restructuring Plan or in connection with the administration of this Restructuring Plan, and for such purposes each of the Plan Creditors and the Plan Companies irrevocably submits to the jurisdiction of the Court, provided, however, that nothing in this Clause 8.12 shall affect the validity of other provisions governing law and jurisdiction as between the Plan Companies and any of the Plan Creditors whether contained in any contract or otherwise.

Appendix 1

Deed of Release

GLOBAL DEED OF RELEASE

between

AMBATOVY MINERALS SOCIÉTÉ ANONYME

DYNATEC MADAGASCAR SOCIÉTÉ ANONYME

as the Plan Companies

SOCIÉTÉ GÉNÉRALE, LONDON BRANCH as the Account Bank

SOCIÉTÉ GÉNÉRALE, LONDON BRANCH as the Security Trustee

SUMITOMO MITSUI BANKING CORPORATION as JBIC Senior Facility Agent

SUMITOMO MITSUI BANKING CORPORATION, SEOUL BRANCH as K-Exim Senior Facility Agent

MUFG BANK, LTD. as Senior Administrative Agent

SUMITOMO MITSUI BANKING CORPORATION as JBIC & CB RF Loan Facility Agent

SUMITOMO MITSUI BANKING CORPORATION, SEOUL BRANCH as K-Exim & CB RF Loan Facility Agent

MUFG BANK, LTD. as RF Loan Administrative Agent

SUMMIT AMBATOVY MINERAL RESOURCES INVESTMENT B.V. as the Bridge Security Trustee

and

THE PLAN CREDITORS LISTED IN SCHEDULE 1

Dated _______________2024

THIS DEED OF RELEASE (this “Deed”) is made on _______________________ 2024

BETWEEN:

AMBATOVY MINERALS SOCIÉTÉ ANONYME, a société anonyme organised under the laws of Madagascar (“AMSA”);

DYNATEC MADAGASCAR SOCIÉTÉ ANONYME, a société anonyme organised under the laws of Madagascar (“DMSA”, and together with AMSA, the “Plan Companies”);

(3) SOCIÉTÉ GÉNÉRALE, LONDON BRANCH in its capacity as Account Bank (the “Account Bank”);

(4) SOCIÉTÉ GÉNÉRALE, LONDON BRANCH in its capacity as Security Trustee (the “Security Trustee”);

(5) SUMITOMO MITSUI BANKING CORPORATION in its capacity as JBIC Senior Facility Agent (the “JBIC Senior Facility Agent”);

(6) SUMITOMO MITSUI BANKING CORPORATION, SEOUL BRANCH in its capacity as K-Exim Senior Facility Agent (the “K-Exim Senior Facility Agent”);

(7) MUFG BANK, LTD. in its capacity as Senior Administrative Agent (the “Senior Administrative Agent”);

(8) SUMITOMO MITSUI BANKING CORPORATION in its capacity as JBIC & CB RF Loan Facility Agent (the “JBIC & CB RF Loan Facility Agent”);

(9) SUMITOMO MITSUI BANKING CORPORATION, SEOUL BRANCH in its capacity as K-Exim & CB RF Loan Facility Agent (the “K-Exim & CB RF Loan Facility Agent”);

(10) MUFG BANK, LTD. in its capacity as RF Loan Administrative Agent (the “RF Loan Administrative Agent” and together with the Account Bank, JBIC Senior Facility Agent, K-Exim Senior Facility Agent, Senior Administrative Agent, JBIC & CB RF Loan Facility Agent and K-Exim & CB RF Loan Facility Agent, the “Existing Agents”);

(11) SUMMIT AMBATOVY MINERAL RESOURCES INVESTMENT B.V. in its capacity as the Bridge Security Trustee (the “Bridge Security Trustee” and together with the Security Trustee, the “Existing Security Trustees”); and

(12) Each of the entities listed in Schedule 1 (The Plan Creditors) (the “Plan Creditors”),

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

WHEREAS

(A) The Plan Companies have entered into the Restructuring Plan with the Plan Creditors.

(B) Under the Restructuring Plan, the Plan Creditors have expressly agreed that this Deed shall become effective at the Restructuring Effective Date, at the time specified in the Plan Steps.

(C) Under the authority conferred by the Restructuring Plan, the Plan Companies are authorised, under clause 5.1 of the Restructuring Plan, to execute and deliver this Deed on behalf of each of the Plan Creditors.

(D) This Deed is the Deed of Release referred to in the Restructuring Plan.

(E) It is intended that this document takes effect as a deed notwithstanding the fact that a party may only execute this document under hand.

THIS DEED WITNESSETH

INTERPRETATION

Definitions

When used in this Deed:

“2015 Agreements to Pledge Businesses As Going-Concerns” means:

the agreement to pledge businesses as going-concerns extended to the pledge of materials and equipment, industrial property rights and other intangible rights made between the Plan Companies and the Senior Secured Parties (as defined in the Master Security Agreement (including by reference)) dated 31 August 2015, registered on 2 September 2015 under F°37, N°306AC425A at the Direction des Grandes Entreprises and registered, for DMSA, at the Companies Registry of Antananarivo under the number 2015X452 PNF 2015 00107 on 7 September 2015 and at the Companies Registry of Toamasina under the number 2015X00480 PN-F 2015 00015 on 10 September 2015, and for AMSA at the Companies Registry of Antananarivo under the number 2015X452 PNF 2015 00106 on 7 September 2015 and at the Companies Registry of Moramanga under the number 2015X00101 PN-F 2015-002 on 8 September 2015; and

the agreement to pledge the materials and equipment related to the Air Liquide Facility made between DMSA and the Senior Secured Parties (as defined in the Master Security Agreement (including by reference)) registered on 2 September 2015 under F°37 N°305 AC425A at the Direction des Grandes Entreprises and registered at the Companies Registry of Antananarivo under the number 2015X452 PO-MA 2015 01436 on 7 September 2015 and at the Companies Registry of Toamasina under the number 2015X480 PO-MA 214 on 10 September 2015;

“2021 Extended Pledge of Going Concern” means the Nouvelle Convention De Nantissement de Fonds de Commerce étendu aux matériels et outillages, à la propriété intellectuelle, aux comptes bancaires onshore et autres éléments incorporels between each of the Plan Companies and the Secured Parties (as defined in the Master Security Agreement (including by reference)) as at the date thereof dated on or around 15 June 2021 and entered into in accordance with the Master Security Agreement and Existing Restructuring Creditors Agreement;

“2021 NM Funding Agreement” means the sponsor funding agreement dated 15 June 2021 between the Plan Companies as borrowers, the shareholders in the Plan Companies and the Sponsors;

“AMSA Out-of-the-Money Lender” means each Plan Creditor who is the holder of a Plan Claim against AMSA under or in respect of the Senior Debt, 2021 NM Debt and/or Recovery Financing Debt, as applicable;

“Ancillary and Related Claims” has the meaning given to that term in Clause 2.1 (Releases) of this Deed;

“Backstop Participants” means the entities who have agreed under the Backstop Agreement to underwrite the commitments to provide the Senior NM Debt on the terms set out therein;

“Commitment Letter” means a commitment letter entered into by a 2021 NM Lender to subscribe for the Senior NM Debt;

“DMSA Out-of-the-Money Lender” means each Plan Creditor who is the holder of a Plan Claim against DMSA under or in respect of the Senior Debt, 2021 NM Debt and/or Recovery Financing Debt, as applicable;

“Excluded Liabilities” means:

(a) any Liability arising from criminal acts, fraud, gross negligence or wilful misconduct on the part of a Protected Party;

(b) any Liability of a Representative of a Plan Creditor to the Plan Creditor in respect of which it is a Representative;

(f) any Liability arising as a result of a breach by a Protected Party of its obligations under, or any actual or purported rescission or repudiation by the Protected Party of the Restructuring Support and Lock-Up Agreement, the Backstop Agreement, the Restructuring Plan or any Restructuring Document;

(g) any Liabilities created by the Restructuring Documents, the New Financing Documents or by the Restructuring Plan; and

(h) any Liabilities of the Plan Companies to the Sponsors or their Affiliates not subject to the Restructuring Plans, including, but not limited to, the Advance Payment Arrangements (as defined in the Explanatory Statement) and certain other commercial arrangements relating to operating and marketing of the Project (as defined in the Explanatory Statement);

“Existing Project Debt” means each of the Super Senior Debt, Senior Debt, 2021 NM Debt and Recovery Financing Debt;

“Explanatory Statement” means the explanatory statement in respect of the Restructuring Plan made available to Plan Creditors on 6 September 2024, as supplemented by the Supplemental Explanatory Statement dated 22 October 2024;

“Junior Debt” means the debt reinstated as junior loans under or in respect of the Junior Facility Agreement;

“Junior Lender” means each lender that is a party to the Junior Facility Agreement in accordance with the terms of the Restructuring Plans;

“Malagasy Security Documents” means:

(a) the 2015 Agreements to Pledge Businesses As Going-Concerns;

(b) the 2021 Extended Pledge of Going Concern;

(d) each Share Pledge;

(e) each Real Property Mortgage;

(f) each Onshore Insurance Assignment;

(g) each Private Conditional Assignment;

(h) each Onshore Account Agreement; and

(i) any other agreement designated as a “Malagasy Security Document” pursuant to the terms of the Master Security Agreement.

“Master Security Agreement” means the master security agreement originally dated 3 March 2008 and as most recently amended and restated on 18 June 2024 between, among others, the Plan Companies, the Senior Lenders, Recovery Financing Lenders and Société Générale, London Branch as security trustee;

“New Account Bank” means the entity which is the account bank under the Senior NM Facility Agreement and Junior Facility Agreement and its respective successors or assigns;

“New Extended Pledge of Going Concern” means a Nouvelle Convention De Nantissement de Fonds de Commerce étendu aux matériels et outillages, à la propriété intellectuelle, aux comptes bancaires onshore et autres éléments incorporels between each of the Plan Companies and the Secured Parties (as defined in the Master Security Agreement (including by reference)) or any of them (whether through the Existing Security Trustee as agent or otherwise) and which supersedes and replaces each of the 2021 Extended Pledges of Going Concern;

“New Security Documents” means each of the security documents to be entered into in connection with the Senior NM Facility Agreement and Junior Facility Agreement;

“Onshore Account Agreement” means each agreement between an “Onshore Account Bank”, the Plan Companies and the Existing Security Trustee entered into from time to time in accordance with the Master Security Agreement;

“Onshore Insurance Assignment” means each assignment agreement entered into from time to time between the Existing Security Trustee, the Plan Companies and the relevant insurer;

“Out-of-the-Money Lenders” means each AMSA Out-of-the-Money Lender and each DMSA Out-of-the-Money Lender;

“Plan Companies’ Advisers” means:

(a) Sullivan & Cromwell LLP, as legal advisers to the Plan Companies; and

(b) DC Advisory, as financial advisers to the Plan Companies;

“Plan Publication Date” means the date on which an office copy of the Plan Sanction Order has been published in the Gazette;

“Plan Sanction Order” means the order of the Court sanctioning the Restructuring Plan under section 901F of the Companies Act;

“Plan Steps” means each of the steps listed in clause 3 (Plan Steps) of the Restructuring Plan, each being a “Plan Step”;

“Plan Steps Completion Time” means the time at which each of the Plan Steps have been completed;

“Private Conditional Assignment” means each of the following assignment agreements:

(a) Convention de Cession de Position Contractuelle dans les Services Ferroviaires (Private Conditional Assignment of Contractual Position in the Rail Services Agreement) dated 14 February 2008; and

(b) Convention de Cession de Position Contractuelle dans Services Portuaires (Private Conditional Assignment of Contractual Position in the Port Agreement) dated 29 February 2008,

and each other assignment agreement between DMSA, the Existing Security Trustee, the Senior Lenders or any of them (whether through the Existing Security Trustee as trustee or otherwise) and the relevant counterparty or counterparties to each Material Project Agreement (as defined in the Master Security Agreement (including by reference)) governed by Malagasy law;

“Proceedings” means any process, action or other legal proceeding (including, without limitation, any demand, arbitration, alternative dispute resolution, judicial review, adjudication, execution, seizure, distraint, forfeiture, re-entry, lien, enforcement of judgment or enforcement of any security) in any jurisdiction, in each case seeking to challenge or otherwise invalidate the Restructuring Plan, the Plan Steps and/or the Restructuring Documents, or which imposes or attempts to impose any Liability whatsoever in connection with the preparation, negotiation and/or implementation of the Restructuring Documents, the Explanatory Statement, the Plan Steps and the Restructuring Plan;

“Protected Party” means:

(a) each Plan Company;

(b) the Plan Companies’ Advisers;

(d) the Information Agent;

(e) each Existing Agent;

(f) each Existing Security Trustee;

(g) the New Account Bank;

(h) the New Facility Agent;

(i) the New Security Trustee; and

(j) each Representative of the persons referred to in paragraphs (a) to (i) (inclusive),

each in their various respective capacities in connection with the matters set out in this Deed;

“Real Property Mortgage” means each of the following Convention de Hypothèque:

(a) Convention de Prêt avec affectation hypothécaire n°109 (1 titre foncier et 1 permis minier) entre Ambatovy Mineral SA et HSBC Bank PLC et les Créanciers datée du 4 Mars 2008 passée par-devant Maitre Razafindrakotohasina;

(b) Convention d’affectation hypothécaire n°091 (91 titres fonciers) entre Dynatec Madagascar SA et HSBC Bank PLC et les Créanciers datée du 27 février 2008 passée par-devant Maitre Razafindrakotohasina;

(c) Convention d’affectation hypothécaire n°103 (1 titre foncier) entre Dynatec Madagascar SA et HSBC Bank PLC et les Créanciers datée du 29 février 2008 passée par-devant Maitre Razafindrakotohasina;

(d) Convention d’affectation hypothécaire n°104 (3 titres fonciers) entre Dynatec Madagascar SA et HSBC Bank PLC et les Créanciers datée du 29 février 2008 passée par-devant Maitre Razafindrakotohasina;

(e) Convention d’affectation hypothécaire n°381 (2 titres fonciers) entre Dynatec Madagascar SA et HSBC Bank PLC et les Créanciers datée du 23 septembre 2009 passée par-devant Maitre Razafindrakotohasina;

(f) Convention d’affectation hypothécaire n°578 (1 titre foncier) entre Dynatec Madagascar SA et HSBC Bank PLC et les Créanciers datée du 01 décembre 2008 passée par-devant Maitre Razafindrakotohasina;

(g) Convention d’affectation hypothécaire n°094 (12 titres fonciers) entre Ambatovy Minerals SA et Société Générale et les Créanciers datée du 24 juillet 2015 passée par-devant Maître Ralison; and

(h) Convention d’affectation hypothécaire n°095 (4 titres fonciers) entre Dynatec Madagascar SA et Société Générale et les Créanciers datée du 24 juillet 2015 passée par-devant Maître Ralison,

and each other Convention de Hypothèque between AMSA or DMSA (or both of them), as the case may be, the Existing Security Trustee and the Secured Parties (as defined in the Master Security Agreement (including by reference)) or any of them (whether through the Existing Security Trustee as trustee or otherwise);

“Recovery Financing Debt” means the recovery financing debt provided by the Recovery Financing Lenders to the Plan Companies as borrowers and constituted by the Recovery Financing Agreements;

“Recovery Financing Lenders” means each lender pursuant to a Recovery Financing Loan Agreement and the Recovery Financing Common Terms Agreement;

“Recovery Financing Loan Agreements” means each loan agreement entered into by the Plan Companies as borrowers with one or more Recovery Financing Lenders, including:

(a) the loan agreement between the Plan Companies and the African Development Bank dated 15 June 2021;

(b) the loan agreement between the Plan Companies and the European Investment Bank dated 15 June 2021;

(c) the loan agreement between, among others, the Plan Companies, Japan Bank for International Cooperation and certain financial institutions dated 15 June 2021; and

(d) the loan agreement between, among others, the Plan Companies, the Export-Import Bank of Korea and certain financial institutions dated 15 June 2021;

“Related Fund” means, in relation to an investment manager or adviser, a fund, account, client, vehicle or other person which is established, managed, controlled or advised directly or indirectly by that investment manager or adviser or, if it is established, managed, controlled or advised by a different investment manager or investment adviser, a fund, account, client, vehicle or other person whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser; and in relation to a fund, account, client, vehicle or other person (the “First Person”), a fund, account, client, vehicle or other person which is established, managed, controlled or advised directly or indirectly by the same investment manager or adviser as the First Person or, if it is established, managed, controlled or advised by a different investment manager or investment adviser, a fund, account, client, vehicle or other person whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the First Person;

“Restructuring” means the financial restructuring of the Plan Companies for which purposes the Restructuring Plans have been proposed;

“Restructuring Documents” means the documents, orders, agreements and instruments related to or necessary or desirable to implement or consummate the Restructuring, including the Restructuring Plan, the Senior NM Facility Agreement, the Junior Facility Agreement, the Intercreditor Deed, the New Security Documents, the Backstop Agreement, the Commitment Letter, the Restructuring Support and Lock-Up Agreement, and any other document, agreement or instrument necessary or desirable to facilitate, implement or give effect to the Restructuring Plan;

“Restructuring Effective Date” has the meaning given to such term in the Explanatory Statement;

“Restructuring Plan” means the composite restructuring plan document in respect of the restructuring plans proposed by each Plan Company with its Plan Creditors under Part 26A of the Companies Act;

“Restructuring Support and Lock-Up Agreement” means the lock-up agreement in connection with the Restructuring (as amended and/or amended and restated from time to time) entered into by the Plan Companies and certain of the Senior Lenders and Recovery Financing Lenders;

“Senior Debt” means the senior debt provided by the Senior Lenders to the Plan Companies as borrowers and constituted by the Senior Debt Agreements;

“Senior Debt Agreements” means each of the Senior Common Terms Agreement, the Senior Intercreditor Deed, any Senior Loan Fee Letter, each Senior Loan Agreement and each document or agreement related or ancillary thereto;

“Senior Lenders” means each lender pursuant to a Senior Loan Agreement;

(a) the loan agreement between the Plan Companies and the African Development Bank;

(b) the loan agreement between the Plan Companies and Export Development Canada;

(d) the loan agreement between, among others, the Plan Companies, Japan Bank for International Cooperation and certain financial institutions; and

(e) the loan agreement between, among others, the Plan Companies, the Export-Import Bank of Korea and certain financial institutions;

“Senior NM Debt” means the debt that is committed to be made available to the Plan Companies in the amount of $220 million, pursuant to the terms of the Senior NM Facility Agreement;

“Senior NM Lenders” means each lender pursuant to the Senior NM Facility Agreement;

“Share Pledge” means each share pledge executed or granted by the shareholders of the Plan Companies (in respect of the shares of the Plan Companies) in each case in favour of the Existing Security Trustee and pursuant to the terms of the Master Security Agreement;

“Super Senior Lenders” means the Sponsors or their Affiliates as lenders under the Bridge Facility Agreement; and

“Sponsors” means each of Sumitomo Corporation and Korea Mine Rehabilitation and Mineral Resources Corporation.

Incorporated definitions

Words and expressions defined in the Restructuring Plan as the case may be, have the same meanings when used in this Deed unless otherwise provided or the context otherwise requires.

Interpretation and construction

(a) References herein to:

(i) a document or any other agreement, deed or instrument, including this Deed, means such document as amended, supplemented, extended, restated (however fundamentally and whether or not more onerously), novated and/or replaced from time to time and includes any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any document or other agreement or instrument;

(ii) Clauses and Schedules are to clauses and schedules of this Deed;

(iii) any “Party” shall be construed so as to include its successors in title, permitted assigns and permitted transferees;

(iv) a “person” includes any individual firm, company, corporation, government, state or agency of a state or any association, or body (including a partnership, trust, fund, joint venture or consortium), or other entity (whether or not having separate legal personality) or two or more of the foregoing;

(v) a “regulation” (or any equivalent term) includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

(vi) the words “include”, “including” and “in particular” shall be construed as being by way of example only and shall not be construed, nor shall they take effect, as limiting the generality of any preceding word(s);

(vii) a document being “signed” will include it being signed electronically; and

(viii) a time of day is a reference to London time.

(b) Section, Clause and Schedule headings are for ease of reference only and do not affect the interpretation of this Deed.

RELEASE AND DISCHARGE

Releases

With effect from the Plan Steps Completion Time, each Party hereby irrevocably and unconditionally, fully and finally (including on behalf of any of their Affiliates, Related Funds or any of their respective officers, directors, employees, agents, advisors or Representatives):

ratifies and confirms everything which the Plan Companies (or their officers, directors, employees, agents, advisers or Representatives) may lawfully do or cause to be done in accordance with any authority conferred by the Restructuring Plan;

ratifies and confirms the matters covered in, without limitation, clause 4.1 (Variation of Plan Claims and the Existing Financing Documents) of the Restructuring Plan;

ratifies and confirms the irrevocable and unconditional release and discharge of the Senior Debt and Recovery Financing Debt (including, for the avoidance of doubt, the Existing Security Documents) and the 2021 NM Debt not reinstated as Junior Debt under the Junior Facility Agreement and any other Plan Claims of the Out-of-the-Money Lenders and relevant Existing Agents and relevant Existing Security Trustees (including, without limitation, any Claims, Liabilities, or Ancillary and Related Claims) and agrees that any purported continuance or restoration of any of the foregoing by the Out-of-the-Money Lenders or relevant Existing Agents or relevant Existing Security Trustees shall be ineffective and null and void;

releases and discharges each Existing Agent and each Existing Security Trustee from its rights and obligations under each Existing Financing Document; and

waives, releases and discharges each and every Claim that such Party may have against any Protected Party (or any of their respective Affiliates, Related Funds, investment managers, officers, directors, employees, agents, advisors and Representatives) and any and all Liabilities owed by such Protected Party to such Party (or its respective Affiliates, Related Funds, investment managers, officers, directors, employees, agents, advisors and Representatives) in each case in relation to, or in connection with, or by reason of, or resulting directly or indirectly from that Protected Party’s participation in any steps and/or actions taken or omissions occurring, occurrence, cause or thing whatsoever in connection with:

the Restructuring, including any preparation, discussions (including participation in any discussions and negotiations with stakeholders of the Plan Companies in any capacity), negotiation, sanction, execution, implementation, recognition, performance or defence in connection with the Restructuring Plan, the Plan Claims, the Existing Financing Documents, the Restructuring Documents, this Deed, the New Financing Documents or any agreements, instruments, or other documents related to the foregoing, and the facilitation, implementation, consummation of, and giving effect to, the Restructuring or any other consideration or entitlements provided under the Restructuring Plan and any contingent and unliquidated breach of contract and/or tort claims which are or may become the subject of Proceedings before any court of competent jurisdiction in relation thereto; and

any aspect of the dealings or relationships between or among any Party, on the one hand, and any Protected Party, on the other hand, relating to any or all of the matters, documents, transactions, steps, actions or omissions referenced in this Clause ‎2.1,

which it has, ever had, may have or hereafter can, shall or may have against the Protected Parties to the fullest extent permitted by applicable law (cumulatively, such claims set out in this Clause 2.1 being the “Ancillary and Related Claims”), in each case other than in respect of any Excluded Liabilities.

Covenant not to sue

Each Party absolutely, unconditionally and irrevocably, covenants and agrees with and in favour of each Protected Party that it or they (as applicable) will not (and will use reasonable efforts to procure that its Representatives will not) sue, commence, prosecute, or cause to be commenced or prosecuted, voluntarily aid in any way, continue, instruct, direct or support, or authorise any other person to commence or continue any of the foregoing, any Claim or Proceedings in respect of or arising from any matter the subject of a release in Clause 2.1 in any jurisdiction.

DEFENCE OF CLAIMS

Nothing in Clause 2 (Release and Discharge) shall prevent the Plan Companies or a Plan Creditor from responding to or taking any action to defend itself in any Claim or Proceeding which is asserted against it or any of its Representatives. This Deed is not and shall not be represented or construed by any person as an admission of liability or wrongdoing by any Protected Party, any Representative of a Protected Party or any other person or entity.

FURTHER ASSURANCE

At the request of a Protected Party, each Party shall promptly execute and deliver such instruments and other documents at such times and places, and shall take any action reasonably requested or required, to give full effect to this Deed, including to perfect or evidence any release, waiver or discharge referred to in this Deed.

SPECIFIC PERFORMANCE

Each Party agrees and acknowledges for the benefit of each other Party that:

damages may not be an adequate remedy for any breach of the terms of this Deed by any Party; and

specific performance and/or relief to compel performance are appropriate remedies for any such breach and any such remedies shall not be exclusive but shall be cumulative and in addition to any other remedies available to any Party.

DISCLOSURE

Each Party agrees and acknowledges that a copy of this Deed may be disclosed as follows:

by the Plan Companies, acting reasonably, to any other person, including in connection with registering the release of any of the Existing Financing Documents; and

by any Protected Party in any Proceedings, in order to defend its interests and position under, or in connection with, any Proceedings.

SUCCESSORS AND ASSIGNS

This Deed is intended to bind and inure to the benefit of the Parties (and the Protected Parties) and their respective successors and permitted assigns or, to the fullest extent permitted by law, any liquidator, receiver or administrator of any of the Parties.

COUNTERPARTS

This Deed may be executed in any number of counterparts, which may be delivered by electronic mail in portable document format (pdf). This has the same effect as if the signatures on the counterparts were on a single copy of this Deed.

THIRD PARTIES

Each Protected Party may rely on this Deed and enforce any of its terms, as if it were a party to this Deed in accordance with the Contracts (Rights of Third Parties) Act 1999.

Unless otherwise specified herein, no third party has any rights under this Deed to enforce or enjoy the benefits of any terms of this Deed.

This Deed shall not be rescinded or varied in a manner prejudicial to a Protected Party or its Representatives without the prior written consent of the relevant Protected Party.

PARTIAL INVALIDITY

If, at any time, any provision of this Deed is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction:

neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provisions under the law of any other jurisdiction shall in any way be affected or impaired; and

the invalid provision shall be deemed to be replaced with a legal provision that is as close as possible to the original.

GOVERNING LAW AND ENFORCEMENT

Governing Law

This Deed and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

Jurisdiction

The Parties agree that the English courts have exclusive jurisdiction to settle any dispute in connection with this Deed or any non-contractual obligations arising out of or in connection with it.

The Parties agree that the courts of England and Wales are the most appropriate and convenient courts to settle any dispute in connection with this Deed. Each Party irrevocably waives any right that it may have to object to an action being brought in the courts of England and Wales, to claim that the action has been brought in an inconvenient forum, or to claim that the courts of England and Wales do not have jurisdiction.

THIS DEED is executed and delivered on the date specified above.

SCHEDULE 1

THE PLAN CREDITORS

1. Summit Ambatovy Mineral Resources Investment B.V.

2. Sumitomo Corporation

3. Korea Mine Rehabilitation and Mineral Resources Corporation

4. Japan Bank for International Cooperation

5. The Export-Import Bank of Korea

6. Export Development Canada

7. African Development Bank

8. European Investment Bank

9. BNP Paribas, Tokyo Branch

10. BNP Paribas, Seoul Branch

11. Crédit Agricole CIB, Tokyo Branch

12. Crédit Agricole CIB, Seoul Branch

13. ING Bank N.V., Tokyo Branch

14. ING Bank N.V., Seoul Branch

15. Mizuho Bank, Ltd.

16. MUFG Bank, Ltd.

17. Shinhan Bank

18. Société Générale, Tokyo Branch

19. Société Générale, Seoul Branch

20. Sumitomo Mitsui Banking Corporation

21. Woori Bank

IN WITNESS WHEREOF, AMBATOVY MINERALS SOCIÉTÉ ANONYME has caused this Deed to be executed and delivered by a duly authorised director on behalf of the Plan Creditors as of the date first above written.

EXECUTED as a DEED by )

AMBATOVY MINERALS SOCIÉTÉ ANONYME )

acting as agent and attorney for each )

PLAN CREDITOR )

acting pursuant to the )

authority conferred upon it by the )

Plan Creditors pursuant to the )

Restructuring Plan, acting by: )

Signature: ______________________________

Name: ______________________________

Title: ______________________________

being a person who, in accordance with the laws of that territory, is acting under the authority of the company.

In the presence of:

Name:

Address:

IN WITNESS WHEREOF, DYNATEC MADAGASCAR SOCIÉTÉ ANONYME has caused this Deed to be executed and delivered by a duly authorised director on behalf of the Plan Creditors as of the date first above written.

EXECUTED as a DEED by )

DYNATEC MADAGASCAR SOCIÉTÉ ANONYME )

acting as agent and attorney for each )

PLAN CREDITOR )

acting pursuant to the )

authority conferred upon it by the )

Plan Creditors pursuant to the )

Restructuring Plan, acting by: )

Signature: ______________________________

Name: ______________________________

Title: ______________________________

being a person who, in accordance with the laws of that territory, is acting under the authority of the company.

In the presence of:

Name:

Address:

EXECUTED as a DEED by )

AMBATOVY MINERALS SOCIÉTÉ ANONYME )

acting by: )

Signature: ______________________________

Name: ______________________________

Title: ______________________________

being a person who, in accordance with the laws of that territory, is acting under the authority of the company.

In the presence of:

Name:

Address:

EXECUTED as a DEED by )

DYNATEC MADAGASCAR SOCIÉTÉ ANONYME )

acting by: )

Signature: ______________________________

Name: ______________________________

Title: ______________________________

being a person who, in accordance with the laws of that territory, is acting under the authority of the company.

In the presence of:

Name:

Address:

BRIDGE SECURITY TRUSTEE

Executed as a deed by SUMMIT

AMBATOVY MINERAL RESOURCES

INVESTMENT B.V., a limited liability

company organised under the laws of the

Netherlands acting by

……………………………………….

who, in accordance with the laws of that territory, is acting under the authority of the company

……………………………………….

Signature

ACCOUNT BANK

SOCIÉTÉ GÉNÉRALE, LONDON BRANCH

(as Account Bank)

Executed as a deed by

……………………………………….

(PRINT NAME)

as attorney for SOCIÉTÉ GÉNÉRALE, LONDON BRANCH

in the presence of:

……………………………………….

as attorney for SOCIÉTÉ GÉNÉRALE, LONDON BRANCH

Signature of witness: …………………….

Name of witness: …………………….

Address of witness: …………………….

SECURITY TRUSTEE

SOCIÉTÉ GÉNÉRALE, LONDON BRANCH

(as Security Trustee)

Executed as a deed by

……………………………………….

(PRINT NAME)

as attorney for SOCIÉTÉ GÉNÉRALE, LONDON BRANCH

in the presence of:

as attorney for SOCIÉTÉ GÉNÉRALE, LONDON BRANCH

Signature of witness: …………………….

Name of witness: …………………….

Address of witness: …………………….

JBIC SENIOR FACILITY AGENT

SUMITOMO MITSUI BANKING CORPORATION

(as JBIC Senior Facility Agent)

Executed as a deed by SUMITOMO MITSUI BANKING CORPORATION, a company incorporated in Japan, acting by

……………………………………….

(PRINT NAME)

Title:

who, in accordance with the laws of that territory, is acting under the authority of that company

……………………………………….

Authorised Signatory

K-EXIM SENIOR FACILITY AGENT

SUMITOMO MITSUI BANKING CORPORATION, SEOUL BRANCH

(as K-Exim Senior Facility Agent)

Executed as a deed by SUMITOMO MITSUI BANKING CORPORATION, SEOUL BRANCH, a branch of a foreign bank organised and existing under the laws of the Republic of Korea, acting by

……………………………………….

(PRINT NAME)

Title:

who, in accordance with the laws of that territory, is acting under the authority of that branch

……………………………………….

Authorised Signatory

SENIOR ADMINISTRATIVE AGENT

MUFG BANK, LTD.

(as Senior Administrative Agent)

Executed as a deed by MUFG BANK, LTD, a company incorporated in Japan, acting by

……………………………………….

(PRINT NAME)

who, in accordance with the laws of that territory, is acting under the authority of that company

……………………………………….

Authorised Signatory

JBIC & CB RF LOAN FACILITY AGENT

SUMITOMO MITSUI BANKING CORPORATION

(as JBIC & CB RF Loan Facility Agent)

Executed as a deed by SUMITOMO MITSUI BANKING CORPORATION, a company incorporated in Japan, acting by

……………………………………….

(PRINT NAME)

Title:

who, in accordance with the laws of that territory, is acting under the authority of that company

……………………………………….

Authorised Signatory

K-EXIM & CB RF LOAN FACILITY AGENT

SUMITOMO MITSUI BANKING CORPORATION, SEOUL BRANCH

(as K-Exim & CB RF Loan Facility Agent)

Executed as a deed by SUMITOMO MITSUI BANKING CORPORATION, SEOUL BRANCH, a branch of a foreign bank organised and existing under the laws of the Republic of Korea, acting by

……………………………………….

(PRINT NAME)

Title:

who, in accordance with the laws of that territory, is acting under the authority of that branch

……………………………………….

Authorised Signatory

RF LOAN ADMINISTRATIVE AGENT

MUFG BANK, LTD.

(as RF Loan Administrative Agent)

Executed as a deed by MUFG BANK, LTD, a company incorporated in Japan, acting by

……………………………………….

(PRINT NAME)

who, in accordance with the laws of that territory, is acting under the authority of that company

……………………………………….

Authorised Signatory