ALDERON RESOURCE CORP. - and - COMPUTERSHARE TRUST COMPANY OF CANADA as the Warrant Agent WARRANT INDENTURE Providing for the Issue of Warrants Dated as of December 16, 2010Alderon Iron Ore Corp. • February 23rd, 2012 • British Columbia
COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company existing under the laws of Canada and authorized to carry on business in all provinces of Canada (the “Warrant Agent”)
FORM 5D ESCROW AGREEMENT (VALUE SECURITY)Escrow Agreement • February 23rd, 2012 • Alderon Iron Ore Corp. • British Columbia
ALDERON RESOURCE CORP., a company incorporated under the laws of British Columbia, with a corporate office located at Suite 1240, 1140 West Pender Street, Vancouver, BC V6E 4G1
INVESTOR RIGHTS AGREEMENT HEBEI IRON & STEEL GROUP CO., LTD. and ALDERON IRON ORE CORP.Agreement • September 14th, 2012 • Alderon Iron Ore Corp. • Metal mining • Ontario
WHEREAS the Company and Hebei have entered into a subscription agreement dated April 13, 2012 (as amended, the "Subscription Agreement"), pursuant to which the Company agreed to issue to Hebei such number of common shares in the capital of the Company representing 19.9% of the issued and outstanding common shares, after giving effect to such issuance (the "Subscription Shares");
SHARE EXCHANGE AGREEMENT BETWEEN 0860132 B.C LTD., MARK J. MORABITO AND ALDERON RESOURCE CORP. DATED the 15th day of December, 2009Share Exchange Agreement • February 23rd, 2012 • Alderon Iron Ore Corp. • British Columbia
0860132 B.C. Ltd. (the “Company”), a corporation duly incorporated under the laws of British Columbia with a registered office at Suite 2600, 595 Burrard St., Vancouver, B.C., V7X 1L3
IRON ORE OFF TAKE AGREEMENT Between THE KAMI MINE LIMITED PARTNERSHIP and HEBEI IRON & STEEL GROUP CO., LTD. Dated August 31, 2012Off Take Agreement • September 14th, 2012 • Alderon Iron Ore Corp. • Metal mining • Ontario
WHEREAS the Seller agrees to sell Material to the Buyer and the Buyer agrees to buy Material from the Seller, each on the terms and conditions set out in this Agreement.
SUPPLEMENTAL AGREEMENTSupplemental Agreement • March 22nd, 2013 • Alderon Iron Ore Corp. • Metal mining • Ontario
THE KAMI MINE LIMITED PARTNERSHIP, a limited partnership formed under the laws of the Province of Ontario by its managing general partner, KAMI GENERAL PARTNER LIMITED
ASSIGNMENT AGREEMENTAssignment Agreement • February 23rd, 2012 • Alderon Iron Ore Corp. • British Columbia
ALDERON RESOURCE CORP., a company incorporated under the laws of British Columbia, with a corporate office located at 1600 — 609 Granville Street, Vancouver, BC V7C 1C3
UNDERWRITING AGREEMENTUnderwriting Agreement • February 23rd, 2012 • Alderon Iron Ore Corp. • British Columbia
The undersigned, Haywood Securities Inc. (“Haywood”), CIBC World Markets Inc., Dundee Securities Corporation, GMP Securities L.P. and Raymond James Ltd. (collectively, the “Underwriters” and each separately, an “Underwriter”) hereby severally, and not jointly or jointly and severally, agree to purchase from Alderon Resource Corp. (the “Corporation”) 7,300,000 units of the Corporation (individually a “Unit” and, collectively, the “Units”) at a price of $2.20 per Unit (the “Issue Price”) for an aggregate purchase price of $16,060,000 and agree to arrange for substituted purchasers for the Units resident in the Selling Jurisdictions (as defined below), subject to the terms and conditions set out below. Each Unit shall consist of one common share in the capital of the Corporation (a “Unit Share”) and one-half of one common share purchase warrant (each whole common share purchase warrant a “Warrant”). Each Warrant shall entitle the holder thereof to purchase one common share in the capital
KAMI GENERAL PARTNER LIMITED - and - ALDERON IRON ORE CORP. - and - HBIS INTERNATIONAL HOLDING (CANADA) CO., LTD. SHAREHOLDERS AGREEMENT August 31, 2012Shareholders Agreement • September 14th, 2012 • Alderon Iron Ore Corp. • Metal mining • Ontario
NOW THEREFORE, in consideration of the terms and conditions set out in this Agreement and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties), the parties hereby agree as follows:
SECURED NOTE AMENDING AGREEMENTSecured Note Amending Agreement • December 9th, 2014 • Alderon Iron Ore Corp. • Metal mining • British Columbia
WHEREAS Holder, Alderon, Kami and Kami GP entered into a Senior Secured Promissory Note dated February 24, 2014 (the “Note”) pursuant to which the Holder provided a $22,000,000 loan to Kami on the terms and conditions set out in the Note;
THIS AGREEMENT is dated as of the 6th day of December, 2010.Agreement • February 23rd, 2012 • Alderon Iron Ore Corp. • Newfoundland and Labrador
WITNESSETH THAT for good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged) the parties hereto agree as follows:
THE KAMI MINE LIMITED PARTNERSHIP - and - ALDERON IRON ORE CORP. MANAGEMENT AGREEMENT August 31, 2012Management Agreement • September 14th, 2012 • Alderon Iron Ore Corp. • Metal mining • Ontario
NOW THEREFORE in consideration of the terms and conditions herein and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by the parties), the parties agree as follows:
ContractAgreement • March 6th, 2014 • Alderon Iron Ore Corp. • Metal mining • Newfoundland and Labrador
THIS AGREEMENT made at St. John’s, in the Province of Newfoundland and Labrador on the 25th day of February 2014 (the “Effective Date”).
THIS SERVICE AGREEMENT made at St. John’s, in the Province of Newfoundland and Labrador on the 19th day of February, 2014.Service Agreement • March 6th, 2014 • Alderon Iron Ore Corp. • Metal mining
WHEREAS the Customer is developing a mining operation in close proximity to Labrador City, in the Province of Newfoundland and Labrador; and
WAIVER AND ACKNOWLEDGEMENTWaiver and Acknowledgement • February 23rd, 2012 • Alderon Iron Ore Corp.
(Capitalized words and phrases used but not defined herein have the meanings attributed to them in or for the purposes of the Agreement)
GLENCORE CONTRACT NO. 025.14.15839-P Table of RedactionsAlderon Iron Ore Corp. • August 8th, 2014 • Metal mining • Ontario
Item Description 0. Contact details 1. Time periods 2. Percentage amount 3. Time period 4. Time period 5. Provisions related to analysis of specification conformance 6. Time period 7. Percentage amounts 8. Time period 9. Payment terms 10. Time periods 11. Time period 12. Payment terms 13. Time periods 14. Time period 15. Time period 16. Provisions related to delivery and processing of the product 17. Provisions related to assignment 17A. Company name 18. A specified weight 19. Provision related to delivery of a specified amount of product 20. Pricing 21. Time period 22. Details of delivery schedule 23. Confidential product specifications 24. Confidential pricing provisions 25. Confidential pricing provisions 26. Confidential and commercially sensitive provision related to price adjustments associated with shipping 27. Confidential pricing provisions 28. Confidential pricing provisions 29. Product loading rate 30. Time period 31. Pricing 32. Pricing 33. Confidential and commercially sen
OPTION AGREEMENT BETWEEN ALTIUS RESOURCES INC. AND 0860132 B.C. LTD. DATED the 2nd day of November, 2009Option Agreement • February 23rd, 2012 • Alderon Iron Ore Corp. • Newfoundland and Labrador
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the payment by each party to the other of the sum of $10.00 (the receipt and sufficiency of which is hereby acknowledged by each party) and of the mutual covenants and agreements contained herein the parties agree as follows:
KAMI GENERAL PARTNER LIMITED - and - ALDERON IRON ORE CORP. - and - HBIS INTERNATIONAL HOLDING (CANADA) CO., LTD. - and - HEBEI IRON & STEEL GROUP CO., LTD. LIMITED PARTNERSHIP AGREEMENT August 31, 2012Limited Partnership Agreement • September 14th, 2012 • Alderon Iron Ore Corp. • Metal mining • Ontario
NOW THEREFORE, in consideration of the terms and conditions herein and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by the parties), the parties agree as follows:
SUBSCRIPTION AGREEMENTSubscription Agreement • February 23rd, 2012 • Alderon Iron Ore Corp. • British Columbia
WHEREAS the Company has agreed to issue to the Investor, and the Investor has agreed to purchase from the Company, 14,981,273 common shares (the “Subscription Shares”) in the capital of the Company at a price of $2.67 per share (the “Purchase Price”) being the volume weighted average trading price of the Company’s common shares on the Toronto Stock Exchange (the “TSX”) over the 20 trading days immediately preceding the date hereof, in reliance upon the representations, warranties and covenants of the Company contained herein;
SUBSCRIPTION AGREEMENTAgreement • April 23rd, 2012 • Alderon Iron Ore Corp. • Metal mining • Ontario
NOW THEREFORE, in consideration of the terms and conditions herein and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by the parties), the parties agree as follows:
