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
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
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
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:
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)
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:
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;
