NOTICE OF SPECIAL MEETING OF SHAREHOLDERS. and MANAGEMENT INFORMATION CIRCULAR. with respect to the proposed ACQUISITION. of the indirect interest of

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1 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS and MANAGEMENT INFORMATION CIRCULAR with respect to the proposed ACQUISITION of the indirect interest of GLENCORE INTERNATIONAL AG and certain of its affiliates in the ROSH PINAH ZINC AND LEAD MINE, NAMIBIA and the PERKOA ZINC MINE, BURKINA FASO DATED: APRIL 12, 2017

2 April 12, 2017 Dear Shareholders: On behalf of the Board of Directors (the Board ) of Trevali Mining Corporation ( Trevali or the Company ), we invite you to attend the special meeting (the Meeting ) of the holders (the Shareholders ) of common shares in the capital of the Company ( Common Shares ) to be held at 10:00 a.m. (Vancouver time) on Wednesday, May 17, On March 13, 2017, Trevali announced that it had entered into definitive share purchase agreements with Glencore International AG ( Glencore ) and certain affiliates of Glencore to acquire by way of share purchase transactions all of Glencore s indirect interest in (i) the Perkoa zinc mine located in Burkina Faso, (ii) the Rosh Pinah zinc and lead mine located in Namibia, and (iii) certain other exploration properties and assets (the Acquisitions ). The aggregate purchase price for the Acquisitions is approximately US$400 million, to be satisfied by Trevali through a combination of US$227.4 million in cash and by the issuance to Glencore of an aggregate of 193,432,310 newly issued Common Shares at a deemed price of C$1.20 per share. The cash portion of the purchase price is expected to be satisfied with proceeds from a US$197 million private placement of subscription receipts and a portion of the proceeds of a new, five year, senior secured, US$190 million term loan, as more fully described in the accompanying management information circular (the Circular ). The Acquisitions, if completed, would significantly advance Trevali s strategic objectives for growing the Company, which are: Creating the only publicly-traded, pure-play intermediate zinc producer; Increasing Trevali s current production scale to position the Company as a top-10 global zinc producer; Enhancing cash flow generation and maintaining a conservative balance sheet; Enhancing asset diversification with four producing assets across a global platform; Building on the Company s strategic relationship with Glencore; Increasing capital markets profile with pro forma market capitalization of over C$1 billion and broader shareholder base; and Maintaining current operating margins and attractive leverage to zinc prices. The accompanying Notice of Meeting and Circular contain a detailed description of the Acquisitions and set forth the actions to be taken by you at the Meeting. You should carefully consider all of the information in the Notice of Meeting and Circular and consult your financial, legal or other professional advisors if you require assistance. INDEPENDENT ASSESSMENT OF ACQUISITION PROCESS AND PURCHASE PRICE The Board established a special committee of independent directors (the Special Committee ) to consider the Acquisitions and related matters. The Special Committee was charged with, among other matters, reviewing, directing and supervising the process to be carried out by the Company and its professional advisors in assessing the Acquisitions, reviewing and considering the proposed structure, terms and conditions of the Acquisitions, and making a recommendation to the Board with respect thereto. ii

3 In evaluating the Acquisitions, the Special Committee received an independent fairness opinion from Cairn Merchant Partners LP, and the Board received a second fairness opinion from BMO Nesbit Burns Inc. ( BMO Capital Markets ). Based on the fairness opinions, the recommendation by the Special Committee and further discussion with Trevali s external financial and legal advisors, the Board has approved the Acquisitions and recommends that holders of Common Shares VOTE IN FAVOUR of the resolutions set forth in the Circular. Your vote is important regardless of how many Common Shares you own. To ensure that your Common Shares will be represented at the Meeting, whether or not you are personally able to attend, registered holders of Common Shares are asked to return the enclosed form of proxy, properly completed and signed, prior to 10:00 a.m. (Vancouver time) on Monday, May 15, 2017 (or a day, other than a Saturday, Sunday or holiday which is at least fortyeight (48) hours prior to the time fixed for any adjournment or postponement of the Meeting). The proxy deadline may be waived or extended by the Chair of the Meeting, in his sole discretion without notice. If you are a beneficial Shareholder, meaning your Common Shares are not registered in your own name but are registered in the name of a broker, bank or other intermediary, follow the instructions provided on your voting instruction form. Thank you for your continued support of Trevali. Sincerely, Mark D. Cruise Mark D. Cruise President, Chief Executive Officer and Director iii

4 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TAKE NOTICE that a special meeting (the Meeting ) of holders (the Shareholders ) of common shares (the Common Shares ) in the capital of Trevali Mining Corporation (the Company or Trevali ) will be held at the Vancouver Marriott Pinnacle Downtown Hotel, Ambleside I Room, 1128 West Hastings Street, Vancouver, BC, V6E 4R5 on Wednesday, May 17, 2017 at the hour of 10:00 a.m. (Vancouver time) for the following purposes: 1. to consider, and if deemed advisable, to approve, with or without variation, an ordinary resolution (the Consideration Share Resolution ), the full text of which is attached as Appendix A to the accompanying management information circular (the Circular ) of Trevali, approving the issuance of an aggregate of 193,432,310 Common Shares to Glencore International AG ( Glencore ), or as it may direct, as partial consideration for the acquisition from Glencore by way of share purchase transactions of all of Glencore s indirect interest in (i) the Perkoa zinc mine located in Burkina Faso, (ii) the Rosh Pinah zinc and lead mine located in Namibia, and (iii) certain other exploration properties and assets, in accordance with the share purchase agreement dated March 13, 2017 among Glencore, Merope Holdings Ltd., Trevali and Trevali Holdings (Bermuda) Ltd. ( Trevali Bermuda ), as amended on March 29, 2017 and as may be further amended, modified or supplemented, and the share purchase agreement dated March 13, 2017 among Glencore, Glencore International Investments Limited, Glencore Finance (Bermuda) Ltd., Trevali Bermuda and Trevali, as amended on March 29, 2017 and as may be further amended, modified or supplemented, respectively, all as more particularly set forth in the accompanying Circular (the Acquisitions ); 2. to consider and, if deemed advisable, to approve, with or without variation, an ordinary resolution (the Private Placement Resolution ), the full text of which is attached as Appendix B to the accompanying Circular, approving the issuance of an aggregate of 220,455,000 Common Shares upon conversion of previously issued subscription receipts (the Subscription Receipts ); 3. to consider and, if deemed advisable, to approve, with or without variation, an ordinary resolution (the Shareholder Rights Plan Termination Resolution ), the full text of which is attached as Appendix C to the accompanying Circular, authorizing the board of directors of the Company to amend the terms of the Company s amended and restated shareholder rights plan agreement dated as of June 1, 2016 between the Company and Computershare Investor Services Inc. (the Shareholder Rights Plan ) so as to provide that the Shareholder Rights Plan will expire immediately prior to the completion of the Acquisitions; and 4. to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

5 2 The Board of Directors of the Company (other than Christopher Eskdale, an interested director of Trevali who abstained from voting on the Acquisitions) has unanimously concluded that the approval of the Consideration Share Resolution, the Private Placement Resolution and the Shareholder Rights Plan Termination Resolution are in the best interests of the Company and recommends that Shareholders vote IN FAVOUR of the Consideration Share Resolution, the Private Placement Resolution and the Shareholder Rights Plan Termination Resolution. Specific details of the matters proposed to be put before the Meeting are set forth in the Circular which accompanies and is deemed to form part of this Notice of Special Meeting of Shareholders (the Notice ). Accompanying this Notice is the Circular, either a form of proxy for registered Shareholders or a voting instruction form for beneficial Shareholders. A Shareholder wishing to be represented by proxy at the Meeting or any adjournment or postponement thereof must deposit his, her or its duly executed form of proxy with the Company s transfer agent and registrar, Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario, Canada, M5J 2Y1, Attention: Stock Transfer Department, not later than forty-eight (48) hours (excluding Saturdays, Sundays and holidays) before the time fixed for the Meeting or any adjournment or postponement thereof, or delivering it to the chairman of the Meeting on the day of the Meeting or any adjournment or postponement thereof prior to the time of voting. Shareholders who are unable to be present personally at the Meeting are urged to sign, date and return the enclosed form of proxy in the envelope provided for that purpose. If you plan to be present personally at the Meeting, you are requested to bring the enclosed form of proxy for identification. The record date for the determination of those Shareholders entitled to receive the Notice and to vote at the Meeting was April 3, Each Common Share entitled to be voted at the Meeting will entitle the holder thereof to one vote at the Meeting in respect of each of the Consideration Share Resolution, the Private Placement Resolution and the Shareholder Rights Plan Termination Resolution. The Consideration Share Resolution and the Private Placement Resolution must each be approved by the affirmative vote of at least a majority of votes cast at the Meeting, excluding in each case Common Shares held by Glencore, its associates and affiliates. The Shareholder Rights Plan Termination Resolution must be approved by the affirmative vote of a majority of the votes cast by Independent Shareholders (as such term is defined in the Shareholder Rights Plan) represented in person or by proxy at the Meeting. DATED at Vancouver, British Columbia, this 12 th day of April, BY ORDER OF THE BOARD Mark D. Cruise Mark D. Cruise President, Chief Executive Officer and Director 2

6 FREQUENTLY ASKED QUESTIONS ABOUT THE ACQUISITIONS AND THE MEETING Following are some questions that you, as a Shareholder, may have relating to the Meeting and answers to those questions. These questions and answers do not provide all of the information relating to the Meeting or the matters to be considered at the Meeting and are qualified in their entirety by the more detailed information contained elsewhere in this Circular. You are urged to read this Circular in its entirety before making a decision related to your Common Shares. All capitalized terms used herein have the meanings ascribed to them in the Glossary of the Circular. Q: What am I voting on? A: You are being asked to consider and, if deemed advisable, to vote FOR (i) the Consideration Share Resolution, which will approve the issuance of an aggregate of 193,432,310 Common Shares to Glencore as partial consideration for the Acquisitions, (ii) the Private Placement Resolution which will approve the issuance of 220,455,000 Common Shares upon conversion of previously issued Subscription Receipts, and (iii) the Shareholder Rights Plan Termination Resolution, which will approve the termination of the Shareholder Rights Plan effective immediately prior to the completion of the Acquisitions. The Company previously disclosed that it would present a resolution involving a change to the articles of Trevali in connection with the Meeting. This change, if approved by Shareholders, would have the effect of eliminating the casting vote currently given to the chairperson of the Board of Trevali. The Company, in consultation with and with the agreement of, Glencore has determined to defer the presentation of such resolution. Glencore and the Company have also entered into an arrangement to the effect that notwithstanding the provisions of Trevali s articles, upon closing of the Acquisitions the chairperson shall not exercise a casting vote in any circumstance. Consideration Share Resolution The aggregate purchase price in respect of the Acquisitions is approximately US$400 million, to be paid through a combination of US$227.4 million in cash and by the issuance to Glencore of 193,432,310 Common Shares (at a deemed value at the date of the closing of the Acquisitions of US$172.6 million). Upon closing of the Acquisitions, Glencore is expected to hold approximately 25.8% of the aggregate outstanding Common Shares (taking into account the 220,455,000 Common Shares issuable on conversion of Subscription Receipts issued under the Private Placement). The Acquisition Agreements provide that, on closing of the Acquisitions, Trevali and Glencore will enter into the Investor Rights and Governance Agreement. Pursuant to this agreement, Glencore will be granted certain rights, including specified nomination rights with respect to members of the Board of Trevali (subject to certain continued ownership thresholds), pre-emptive rights that allow it to maintain its ownership level of the Common Shares in various circumstances, and registration rights that require Trevali to assist Glencore in effecting sales of Common Shares through a prospectus qualification process. Shareholder approval is required in connection with the proposed issuance of the Consideration Shares by the rules and regulations of the TSX. Pursuant to the listing rules of the TSX, a listed company is generally required to obtain shareholder approval in connection with an acquisition transaction where the number of securities issued or issuable in payment of the purchase price for the acquisition exceeds 25% of the number of securities of the listed issuer which are outstanding, on a non-diluted basis, prior to the date of closing of the transaction in question. In addition, shareholder approval is required in connection with the Acquisitions pursuant to the rules of the TSX as the Acquisitions materially affect control of Trevali. Private Placement Resolution Contemporaneous with the execution of the Acquisition Agreements, the Company entered into a bought deal letter agreement with BMO Capital Markets for an underwritten private placement of 191,700,000 Subscription Receipts with an underwriters option, which was subsequently exercised to purchase an additional 15% of the number of Subscription Receipts purchased. In total, 220,455,000 Subscription Receipts were purchased at an issue price of C$1.20 per Subscription Receipt, for aggregate gross proceeds of approximately C$264.5 million. Pursuant to the rules of the TSX, Trevali is required to obtain Shareholder approval for the Private Placement as the aggregate number of Common Shares issuable pursuant to the Private Placement is greater than 25% of the number of Common Shares which will be outstanding, on a non-diluted basis, prior to the date of closing of the Private -i-

7 Placement and the Acquisitions and the offering price per security is less than the market price (as defined in the TSX Manual). Shareholder Rights Plan Termination Resolution Pursuant to the Acquisition Agreements, Glencore has a right to acquire more than 20% of the Common Shares on closing of the Acquisitions, and therefore was considered an Acquiring Person (as defined in the Shareholder Rights Plan) upon execution of the Acquisition Agreements. Accordingly, pursuant to the Acquisition Agreements, Glencore has required the termination (and not merely waiver) of the Shareholder Rights Plan as a condition to closing the Acquisitions. The Company also believes that most of the objectives for which the Shareholder Rights Plan was initially adopted could be achieved and have been addressed otherwise. Specifically, recent amendments to the take-over bid regime including the adoption by Canadian Securities Regulators of National Instrument Take-Over Bids and Issuer Bids have addressed many of the problems arising under former securities legislation concerning take-over bids. For example, subject to certain exemptions, take-over bids are now required to remain open for acceptance for a minimum of 105 days under securities legislation. In addition, the proposed termination of the Shareholder Rights Plan does not restrict the Company s ability to adopt a rights plan in the future if the Board determines it is in the best interests of the Company to do so. In anticipation of the execution of the Acquisition Agreements, and in order to provide Shareholders with an opportunity to consider the Shareholder Rights Plan Termination Resolution, on March 13, 2017, the Board, acting in good faith and in the best interests of the Company, resolved to defer the Separation Time (as defined in the Shareholder Rights Plan) to the date which is the business day following the Meeting. In order to effect the termination of the Shareholder Rights Plan, it is proposed to authorize the Board to amend the terms of the Shareholder Rights Plan so as to provide that the Shareholder Rights Plan would expire immediately prior to the completion of the Acquisitions. Accordingly, the Company is seeking the approval of the Shareholder Rights Plan Termination Resolution at the Meeting. Q: Why is the Board of Directors making this Recommendation? A: In reaching its conclusion to enter into the Acquisition Agreements, and to recommend that Trevali Shareholders vote in favour of the Consideration Share Resolution, the Private Placement Resolution and the Shareholder Rights Plan Termination Resolution, the Board considered, among other things, the following factors. Significantly Increases Production Scale While Maintaining Attractive Margins. Trevali expects that the Acquisitions will more than double its existing zinc production, adding approximately 250 million payable pounds of annual zinc production, while maintaining an attractive cash-cost profile. The Acquisitions are expected to position Trevali as a top-10 global zinc producer, further enhancing Trevali s position as the go-to name for zinc exposure and the only publicly-traded and pure-play intermediate zinc producer; Enhances Cash Flow Generation and Maintains Conservative Balance Sheet. Upon the completion of the Acquisitions, Trevali expects that its refinanced balance sheet will reduce its weighted average cost of capital and will increase covenant flexibility to help pursue future growth initiatives; Increased Measured and Indicated Mineral Resources and Grade. The addition of the assets to be acquired pursuant to the Acquisitions will increase Trevali s total measured and indicated zinc resources and average measured and indicated zinc resource grade; Further Asset Diversification. The completion of the Acquisitions will further diversify Trevali s existing portfolio with four producing assets across a global platform; -ii-

8 Increased Capital Markets Presence. Upon completion of the Acquisitions, Trevali will have a broader shareholder base with expected increased market liquidity and a larger public float than Trevali currently has. As of March 10, 2017, the business day prior to the announcement of the Acquisitions, Trevali had a pro forma market capital capitalization of approximately C$1.1 billion assuming the completion of the Acquisitions compared with Trevali s market capitalization of approximately C$0.5 billion on that date; Builds on Strategic Relationship with Glencore. The Acquisitions further build on Trevali s long-standing strategic relationship with Glencore, which will become a cornerstone investor in Trevali, with approximately 25.8% ownership of the issued and outstanding Common Shares. Through this strategic relationship, Trevali expects to have further access to Glencore s industry-leading operating and management teams; Technical Review of Assets to be Acquired. Trevali and its third party technical advisors undertook a detailed due diligence review of the assets to be acquired pursuant to the Acquisitions, covering legal, financial and operational aspects, and included site visits and detailed technical review of such assets; BMO Fairness Opinion. The Board received the BMO Fairness Opinion which states that, as of the date of such opinion and subject to the assumptions, limitations and qualifications contained therein, the Consideration to be paid by Trevali pursuant to the Acquisitions is fair, from a financial point of view, to Trevali; Cairn Fairness Opinion. The Trevali Special Committee received the Cairn Fairness Opinion which states that, as of the date of such opinion and subject to the assumptions, limitations and qualifications contained therein, the consideration to be paid by Trevali pursuant to the Acquisitions is fair, from a financial point of view, to Trevali; and Other Factors. The Board also considered the Acquisitions with reference to the current economic, industry and market trends affecting Trevali and the assets to be acquired pursuant to the Acquisitions, in their respective markets, information concerning the business, operations, property, assets, financial condition, operating results and prospects of Trevali and the assets to be acquired pursuant to the Acquisitions. Q: When and where is the Meeting? A: The Meeting will take place at the Vancouver Marriott Pinnacle Downtown Hotel, Ambleside I Room, 1128 West Hastings Street, Vancouver, BC, V6E 4R5 on Wednesday, May 17, 2017 at 10:00 a.m. (Vancouver time). Q: Who is soliciting my proxy? A: The solicitation of proxies will be primarily by mail, but proxies may be solicited personally or by telephone by directors, officers and employees of the Company. Q: Who can attend and vote at the Meeting? A: The Board has fixed April 3, 2017 as the Record Date for the determination of persons entitled to receive notice of the Meeting. Only Shareholders of record at the close of business on the Record Date who either: (i) attend the Meeting personally; (ii) complete, sign and deliver a form of proxy in the manner and subject to the provisions described above; or (iii) vote in one of the manners provided for in the VIF, will be entitled to vote or to have their Common Shares voted at the Meeting. -iii-

9 Q: How many Common Shares are entitled to vote? A: As of April 3, 2017, there were 403,623,704 Common Shares issued and outstanding. Shareholders are entitled to one vote per Common Share at meetings of Shareholders. Q: What vote is required at the Meeting to approve the Resolutions? A: Each Common Share entitled to be voted at the Meeting will entitle the holder thereof to one vote at the Meeting in respect of each of the Consideration Share Resolution, the Private Placement Resolution and the Shareholder Rights Plan Termination Resolution. The Consideration Share Resolution and the Private Placement Resolution must each be approved by the affirmative vote of at least a majority of votes cast at the Meeting, excluding in each case Common Shares held by Glencore, its associates and affiliates. The Shareholder Rights Plan Termination Resolution must be approved by the affirmative vote of a majority of the votes cast by Independent Shareholders (as such term is defined in the Shareholder Rights Plan) represented in person or by proxy at the Meeting. Q: How do I vote? A: Shareholders can vote by mail, internet, telephone or, in each case, in accordance with the enclosed instructions on the form of Proxy or VIF. Shareholders should carefully follow the instructions set out on the form of Proxy or VIF to ensure that your vote is counted at the Meeting. See General Proxy Information in this Circular. Q: What if I return my proxy but do not mark it to show how I wish to vote? A: If your proxy is signed and dated and returned without specifying your choice or is returned specifying both choices, your Common Shares will be voted FOR the Resolutions in accordance with the recommendation of the Board. Q: When is the cut-off time for delivery of proxies? A: Proxies must be received prior to 10:00 a.m. (Vancouver time) on Monday, May 15, 2017 (or a day other than a Saturday, Sunday or holiday which is at least forty-eight (48) hours before the time fixed for any adjournment or postponement of the Meeting) or delivery to the chairman of the Meeting on the day of the Meeting prior to the time of the voting. Q: Can I revoke my proxy? A: A registered Shareholder who has submitted a proxy may revoke it by: (a) delivering a written notice signed by the registered Shareholder or by an attorney authorized in writing or, if the registered Shareholder is a corporation, by a duly authorized officer or attorney, (i) at the registered office of the Company not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting, or (ii) to the Chairman of the Meeting prior to the commencement of the Meeting on the day of the Meeting; (b) completing and signing a proxy bearing a later date and depositing it with Computershare not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting; or (c) in any other manner permitted by law. Beneficial Shareholders who have submitted a VIF or proxy should contact their Intermediaries and their service companies regarding how to change their vote. Q: What is the recommendation of the Board regarding the Resolutions? A: After consideration and discussion, including with BMO Capital Markets, Trevali s financial advisor, and Trevali s external legal advisors, the Board (other than Christopher Eskdale, an interested director of Trevali who abstained from voting on the Acquisitions) based in part on the recommendation of the Trevali Special Committee and review of the Cairn Fairness Opinion and the BMO Fairness Opinion, as described in the Circular, and the -iv-

10 advice of management, financial advisors and legal counsel, unanimously determined that the Resolutions are in the best interests of Trevali. The Board has approved the Acquisitions and recommends that Shareholders vote IN FAVOUR of the Resolutions set out in this Circular. See The Acquisitions Recommendation of the Board. Q: Has Trevali received a formal fairness opinion in connection with the Acquisitions? A: Cairn has provided its opinion to the Trevali Special Committee that, as of the date given and subject to the assumptions, limitations and qualifications contained therein, the consideration to be paid by Trevali pursuant to the Acquisitions is fair, from a financial point of view, to Trevali. The full text of the Cairn Fairness Opinion can be found at Appendix E to this Circular. See The Acquisitions Cairn Fairness Opinion. In connection with the Acquisition, the Board received a written opinion dated March 13, 2017 from BMO Capital Markets which states, that, as of the date of such opinion and subject to the assumptions, limitations and qualifications contained therein, the Consideration to be paid by Trevali pursuant to the Acquisitions is fair, from a financial point of view, to Trevali. This summary of the BMO Fairness Opinion is qualified in its entirety by reference to the full text of the BMO Fairness Opinion. The BMO Fairness Opinion can be found at Appendix F to this Circular and The Acquisitions BMO Fairness Opinion. Q: How does the Company intend to finance the cash portion of the Acquisitions? A: The aggregate purchase price for the Acquisitions is approximately US$400 million, to be satisfied by Trevali through a combination of US$227.4 million in cash consideration and by the issuance of the Consideration Shares to Glencore valued at US$172.6 million. The cash consideration for the Acquisitions and the re-financing of existing Trevali debt will be financed through a combination of debt and equity. New Credit Facility: Trevali is in advanced discussions with a syndicate of lenders and expects to finalize a term sheet following the date of this Circular. Trevali anticipates that the key terms will include a US$190 million, five year, senior secured, amortizing non-revolving credit facility (the Facility ). Trevali expects that (a) US$105 million will be used to fund a portion of the cash purchase price for the Acquisitions, and fees and expenses incurred in connection therewith, (b) US$40 million will be used to refinance currently outstanding debt obligations of Trevali s wholly-owned subsidiary, Trevali Peru S.A., owing to Glencore and its affiliates, (c) approximately US$45 million will be used to redeem all of Trevali s 12.5% senior secured notes due May 30, 2019, of which C$60.9 million principal amount (plus accrued and unpaid interest and early repayment fee) is outstanding as at the date of this Circular, and (d) fees and expenses incurred in connection with the foregoing. See The Acquisitions Financing the Acquisitions. Private Placement: A portion of the cash consideration payable pursuant to the Acquisitions will be partially financed by the net proceeds received by Trevali from the sale of Subscription Receipts under the Private Placement. On March 29, 2017, Trevali completed its offering of 220,455,000 Subscription Receipts at a price of C$1.20 per Subscription Receipt, for gross proceeds of approximately C$264.5 million. At the Meeting, Shareholders will be asked to approve the Private Placement Resolution, which will approve the issuance of the 220,455,000 Common Shares issuable on conversion of the Subscription Receipts. See The Acquisitions Private Placement. The proceeds of the financings described above are expected to be used to fund the cash portion of the purchase price for the Acquisitions and transaction expenses, and to refinance existing indebtedness of Trevali. Q: What rights will Glencore have as a principal shareholder of the Company? In connection with the Acquisitions, Trevali expects to issue 193,432,310 Common Shares (being the Consideration Shares) to Glencore, which, together with the 17,403,615 Common Shares held by Glencore on the date hereof, is -v-

11 equal to approximately 52.24% of the non-diluted Common Shares outstanding immediately prior to the date of this Circular and approximately 25.8% of the non-diluted Common Shares assuming the issuance of Common Shares underlying the Subscription Receipts on the Closing Date. Trevali and Glencore have agreed to enter into an Investor Rights and Governance Agreement upon closing of the Acquisitions. Under the Investor Rights and Governance Agreement, Glencore will be granted certain rights, including specified nomination rights with respect to up to four members of the Board, two of whom must be independent (subject to certain continued ownership thresholds), pre-emptive rights that allow it to maintain its ownership level of the Common Shares in various circumstances, and registration rights that require Trevali to assist Glencore in effecting sales of Common Shares through a prospectus qualification process. Pursuant to the Investor Rights and Governance Agreement, Glencore will agree that all of the Consideration Shares received from Trevali in connection with the Acquisitions will be subject to restrictions on sale for a period of 24 months following the Closing Date. See Ancillary Agreements Investor Rights and Governance Agreement. Q: Do any directors or executive officers of Trevali have any interests in the Acquisitions that are different from, or in addition to, those of the Shareholders? A: Except as disclosed under the heading Interests of Certain Persons or Companies in Matters to be Acted Upon, to the best of our knowledge, no person who has been a director or executive officer of the Company at any time since the beginning of the Company s last completed financial year, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting. Q: How will I know when the Acquisitions will be implemented? A: The Closing Time will occur upon satisfaction or waiver of all of the conditions to the completion of the Acquisitions. Assuming that all of the conditions to the Acquisitions are satisfied, Trevali expects the Acquisitions to close on or about July 31, At the Closing Time, Trevali will publicly announce that the conditions are satisfied or waived and that the Acquisitions have been completed. Q: Are there risks I should consider in deciding whether to vote for the Resolutions? A: Shareholders should consider a number of risk factors relating to the Acquisitions and the Company in evaluating whether to approve the Resolutions. These risk factors are discussed herein and/or in certain sections of documents publicly filed, which sections are incorporated herein by reference. See Risk Factors in this Circular. Q: Am I entitled to Dissent Rights? A: Under applicable Canadian law, Shareholders are not entitled to dissent rights with respect to the Resolutions. -vi-

12 TABLE OF CONTENTS Page NOTICE OF SPECIAL MEETING OF SHAREHOLDERS... 1 MANAGEMENT INFORMATION CIRCULAR... 1 Information in this Circular... 1 Forward-Looking Information... 1 Currency and Currency Exchange Rate Information... 6 Glossary of Technical Terms... 6 GLOSSARY OF TERMS... 9 SUMMARY The Meeting Background to the Acquisitions Recommendation of the Board of Directors Reasons for the Recommendations Selected Trevali Unaudited Pro Forma Consolidated Financial Information Fairness Opinions Expenses and Termination Fees Agreements related to the Acquisitions Risk Factors GENERAL PROXY INFORMATION Solicitation of Proxies Appointment and Revocation of Proxies Exercise of Discretion by Proxies Notice to Beneficial Shareholders Notice and Access Note to Non-Objecting Beneficial Owners Voting Securities and Principal Holders Thereof INFORMATION CONCERNING THE MEETING Consideration Share Resolution Private Placement Resolution Shareholder Rights Plan Termination Resolution THE ACQUISITIONS General Information Regarding the Rosh Pinah Mine Information Regarding the Perkoa Mine Background to the Acquisitions Financing the Acquisitions Private Placement Facility Share Issuances to Glencore Consolidated Capitalization of Trevali Post-Acquisitions Recommendation of the Board Reasons for the Recommendations Cairn Fairness Opinion BMO Fairness Opinion THE ACQUISITION AGREEMENTS ANCILLARY AGREEMENTS Investor Rights and Governance Agreement Technical Services Agreement Voting Support Agreements i-

13 TABLE OF CONTENTS (continued) Page Option to Acquire Heath Steele Property RISK FACTORS Risk Factors Relating to the Acquisitions Use of Fairness Opinions Dilution Market Price of the Common Shares Risk Factors Relating to Trevali INTERESTS OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS AUDITORS SCIENTIFIC AND TECHNICAL DISCLOSURE LEGAL MATTERS OTHER INFORMATION AND MATTERS ADDITIONAL INFORMATION DIRECTORS APPROVAL CONSENT OF CAIRN MERCHANT PARTNERS LP CONSENT OF BMO CAPITAL MARKETS APPENDIX A CONSIDERATION SHARE RESOLUTION... A-1 APPENDIX B PRIVATE PLACEMENT RESOLUTION... B-1 APPENDIX C SHAREHOLDER RIGHTS PLAN TERMINATION RESOLUTION... C-1 APPENDIX D UNAUDITED PRO FORMA FINANCIAL STATEMENTS... D-1 SCHEDULE A TO APPENDIX D... D-10 SCHEDULE B TO APPENDIX D... D-52 APPENDIX E CAIRN FAIRNESS OPINION... E-1 APPENDIX F BMO FAIRNESS OPINION... F-1 -ii-

14 MANAGEMENT INFORMATION CIRCULAR Information in this Circular The information contained in this Circular is given as of April 12, 2017, except where otherwise noted. No person has been authorized to give any information or to make any representations in connection with the Acquisitions and the other matters discussed in this Circular other than those contained in this Circular and, if given or made, any such information or representation should be considered not to have been authorized by the Company, or Glencore and should not be relied upon. Except as otherwise indicated or in respect of information summarized, compiled or extracted from the Perkoa Technical Report or the Rosh Pinah Technical Report, as applicable, information in this Circular pertaining to Glencore and its affiliates, the Perkoa Mine and the Rosh Pinah Mine has been taken from or is based upon the records of Glencore and its affiliates. Although the Company does not have any knowledge that would indicate that such information contained herein concerning Glencore and its affiliates, the Perkoa Mine and the Rosh Pinah Mine is untrue or incomplete, neither Trevali nor any of its directors or officers assumes any responsibility for the accuracy or completeness of such information or for the failure by Glencore to disclose events or information regarding Glencore and its affiliates, the Perkoa Mine and the Rosh Pinah Mine that may affect the completeness or accuracy of such information. Descriptions in this Circular regarding the terms of the Acquisition Agreements and the Ancillary Agreements are summaries of the material terms of those documents and are subject to, and qualified in their entirety by, the full text of such agreements. The full text of the Acquisition Agreements have been filed by Trevali on SEDAR at The Ancillary Agreements will be entered into on the closing of the Acquisitions. This Circular does not constitute the solicitation of an offer to purchase, or the making of an offer to sell, any securities or the solicitation of a proxy by any person in any jurisdiction in which such solicitation or offer is not authorized or in which the person making such solicitation or offer is not qualified to do so or to any person to whom it is unlawful to make such solicitation or offer. Information contained in this Circular should not be construed as legal, tax or financial advice and Shareholders are urged to consult their own professional advisors in connection therewith. Forward-Looking Information This Circular, the pro forma consolidated financial statements of Trevali and certain material incorporated by reference includes or incorporates by reference certain statements that are forward-looking information within the meaning of applicable securities legislation. The forward-looking information in this Circular is presented for the purpose of providing disclosure of the current expectations of the Company s future events or results, having regard to current plans, objectives and proposals, including the intention to proceed with the Acquisitions, and such information may not be appropriate for other purposes. Forward-looking information relates to, among other things, the Company s objectives, goals, strategies, intentions, plans, estimates and outlook, including advertising, distribution, merchandise and subscription revenues, operating costs and tariffs, taxes and fees. Forward-looking information is predictive in nature and depends upon or refers to future events or conditions; as such, this Circular uses words such as may, would, could, should, will likely, expect, anticipate, believe, intend, plan, forecast, project, estimate, pro forma and similar expressions suggesting future outcomes or events to identify forward-looking information. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances may be considered forward-looking information. These statements are not guarantees of future performance and involve assumptions and risks and uncertainties that are difficult to predict. Forward-looking statements in this Circular and the documents incorporated by reference herein include, without limitation, those that relate to: 1

15 the completion and expected benefits of the proposed acquisition of the Perkoa Mine and the Rosh Pinah Mine; attributes of Trevali assuming completion of the Acquisitions, which may be stated in the present tense; the estimation of Mineral Reserves and Mineral Resources and the realization of Mineral Reserve and Mineral Resource estimates (including all assumptions); future exploration and development activities and the expected results of exploration activities; the ability to identify new Mineral Resources and convert Mineral Resources into Mineral Reserves; the impact of new estimation methodologies on mine and production planning; the timing and receipt of approvals, consents and permits under applicable legislation in connection with the continued operation and development of the Perkoa Mine and the Rosh Pinah Mine; the completion of documentation relating to the Facility and the entering into of the Facility on the Closing Date; the ability of the Company to comply with environmental, safety and other regulatory requirements; and expectations regarding currency fluctuations and commodity prices. Forward-looking information is based on a number of factors, assumptions and estimates that, while considered reasonable by management based on the business and markets in which Trevali operates, are inherently subject to significant operational, economic and competitive uncertainties and contingencies. The estimates and assumptions of Trevali contained or incorporated by reference in this Circular, which may prove to be incorrect, include, but are not limited to, the various assumptions set forth herein and incorporated by reference, as well as: with respect to synergies, management has assumed the ability to complete the Acquisitions and integrate the business of Nantou and Rosh Pinah Zinc Corporation in a timely manner and that Trevali will have the ability to achieve synergies consistent with management s current expectations. Risk factors include the ability of Trevali to successfully achieve operational efficiencies and those risk factors referred to under the heading Risk Factors Risk Factors Relating to the Acquisitions ; with respect to financing, management has made certain assumptions with respect to fees, interest rates and the timing of completion of the Acquisitions and the Private Placement. Risk factors include those referred to under the heading Risk Factors Risk Factors Relating to the Acquisitions ; with respect to the expected timing of the Acquisitions, management has assumed that the Acquisitions will close on or before July 31, Risk factors include the ability to obtain all required regulatory and other approvals on a timely basis, including the approval of Shareholders described in this Circular and those risk factors referred to in under the heading Risk Factors Risk Factors Relating to the Acquisitions ; that Trevali will complete the Acquisitions in accordance with the terms and conditions of the Acquisition Agreements; 2

16 that the required approvals will be obtained from the Shareholders of Trevali; that all required third party, regulatory and government approvals will be obtained; that the Acquisitions will proceed in accordance with the anticipated timeline and close on or before July 31, 2017; the accuracy of management s assessment of the effects of the successful completion of the Acquisitions; the accuracy of Mineral Reserve and Mineral Resource estimates relating to the Perkoa Mine or the Rosh Pinah Mine; the viability, permitting and development of the Perkoa Mine and the Rosh Pinah Mine being consistent with Trevali s current expectations; there being no significant political developments, whether generally or in respect of the mining industry specifically, in any jurisdiction in which Trevali now or in the future carries on business, which are not consistent with Trevali s current expectations; there being no significant disruptions affecting Trevali s current or future operations, whether due to labour disruptions, supply disruptions, damage to or loss of equipment, whether as a result of natural occurrences including flooding, political changes, title issues, intervention by local landowners, loss of permits, or environmental concerns or otherwise; there being no material variations in the current tax and regulatory environment; the exchange rates among the Canadian dollar, the Namibian dollar, the West African CFA franc, and the United States dollar remaining consistent with current levels; the price of zinc, lead, silver and other metals remaining consistent with Trevali s current expectations; prices for natural gas, fuel oil, electricity and other key supplies remaining consistent with current levels; production forecasts meeting expectations; the Company s ability to operate in a safe, efficient and effective manner; prices for key mining supplies, including labour costs and consumables, remaining consistent with Trevali s current expectations; that the Company will be able to obtain and maintain government approvals or permits in connection with the continued operation and development of the Perkoa Mine and the Rosh Pinah Mine; the Company s ability to obtain financing as and when required and on reasonable terms, including the Facility which is expected to be entered into on the Closing Date; and that the information available to Trevali in respect of the Perkoa Mine and the Rosh Pinah Mine is accurate and complete. 3

17 Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which may have been used. No assurance can be given that these assumptions will prove to be correct. These assumptions should be considered carefully by readers. Readers are cautioned not to place undue reliance on the forward-looking information and statements or the assumptions on which Trevali s forward-looking information and statements are based. Trevali cautions that forward-looking information involves known and unknown risks, uncertainties and other factors that may cause Trevali s actual results, performance or achievements to be materially different from those expressed or implied by such information, including, but not limited to: risks associated with operations in Burkina Faso, Namibia, Peru and Canada; other risks associated with foreign operations; risks related to commodity price fluctuations; the timing and ability to maintain and, where necessary, obtain necessary permits and licenses; projected cash costs of production and capital expenditures may be greater than anticipated; failure to achieve anticipated production levels; risks related to Trevali s indebtedness, including the Facility which is expected to be entered into on the Closing Date; the availability of additional funding as and when required; land title risks; changes in national and local government legislation, taxation and controls or regulations and changes in the administration of governmental regulation, policies and practices; mining risks which delay operations or prevent extraction of material; uncertainty of future production, delays in completion of the mill expansion, exploration and development plans; insurance and uninsured risks; risks associated with illegal mining activities by unauthorized individuals on Trevali s mining or exploration properties; risks related to the transportation of concentrate; environmental risks and hazards, including cost of environmental expenditures and potential environmental liabilities; the speculative nature of mineral exploration and development; exploration potential, mineral grades and mineral recovery estimates; the uncertainty in geologic, hydrological, metallurgical and geotechnical studies and opinions; 4

18 the uncertainty in the estimation of Mineral Resources and Mineral Reserves and ability to convert its Mineral Resources into Mineral Reserves; infrastructure risks, including access to water and power; dependence on key management personnel and executives; the impact of global economic conditions; risks associated with competition; risks associated with currency fluctuations; risks related to the Company s interactions with indigenous communities; risks related to community actions and protests; the timing and possible outcome of pending or threatened litigation; the risk of unanticipated litigation; risks associated with effecting service of process and enforcing judgments; potential conflicts of interest; risks associated with the repatriation of earnings; compliance with anti-bribery and anti-corruption requirements; ability to maintain effective controls and procedures; risks associated with dilution; potentially unknown risks and liabilities associated with Trevali s ability to successfully integrate acquisitions including, but not limited to, the Perkoa Acquisition and the Rosh Pinah Acquisition; and the integration of finances and operations of the Perkoa Mine and the Rosh Pinah Mine, together with Trevali s existing operations. In addition, there are risks and hazards associated with the business of base metal exploration, development and mining, including, but not limited to, environmental hazards, industrial accidents, unusual or unexpected formations, ground conditions and flooding (and the risk of inadequate insurance, or inability to obtain insurance, to cover these risks). Many of these uncertainties and contingencies can affect Trevali s actual results and could cause actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, Trevali. Although Trevali has attempted to identify important factors that could cause actual results, performance or achievements to differ materially from those contained in forward-looking information, there can be other factors that cause results, performance or achievements not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate or that management s expectations or estimates of future developments, circumstances or results will materialize. All of the forward-looking information in this Circular is qualified by these cautionary statements and those made in Trevali s filings with Canadian securities regulatory authorities expressly incorporated by reference into this Circular. These factors are not intended to represent a 5

19 complete list of the factors that could affect Trevali. Accordingly, readers should not place undue reliance on forward-looking information. The forward-looking information in this Circular is made as of the date of this Circular, and Trevali disclaims any intention or obligation to update or revise such information, except as required by applicable law. Currency and Currency Exchange Rate Information Unless otherwise indicated, all references to US$ in the Circular refer to United States (U.S.) dollars and all references to C$ in this Circular refer to Canadian dollars. Trevali s 2016 audited financial statements included herein and incorporated by reference herein are reported in Canadian dollars and are prepared in accordance with IFRS. The 2016 audited Boundary Ventures and 2016 audited GLCR financial statements and other financial information included or incorporated by reference herein are presented in United States dollars and have been prepared in accordance with IFRS. The following table sets forth the high and low exchange rates for one U.S. dollar expressed in Canadian dollars for each period indicated, the average of the exchange rates for each period indicated and the exchange rate at the end of each such period, based upon the noon buying rates provided by the Bank of Canada: Years ended December High Low Rate at end of period Average rate for period On April 11, 2017, the exchange rate for one U.S. dollar expressed in Canadian dollars based upon the noon buying rates provided by the Bank of Canada was C$ Glossary of Technical Terms g/t Indicated Mineral Resource Inferred Mineral Resource Measured Mineral Resource means grams per tonne; means that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics are estimated with sufficient confidence to allow the application of Modifying Factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Geological evidence is derived from adequately detailed and reliable exploration, sampling and testing and is sufficient to assume geological and grade or quality continuity between points of observation. An Indicated Mineral Resource has a lower level of confidence than that applying to a Measured Mineral Resource and may only be converted to a Probable Mineral Reserve; means that part of a Mineral Resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity. An Inferred Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource and must not be converted to a Mineral Reserve. It is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration; means that part of a Mineral Resource for which quantity, grade or quality, densities, shape, and physical characteristics are estimated with confidence sufficient to allow the application of Modifying Factors to support detailed 6

20 mine planning and final evaluation of the economic viability of the deposit. Geological evidence is derived from detailed and reliable exploration, sampling and testing and is sufficient to confirm geological and grade or quality continuity between points of observation. A Measured Mineral Resource has a higher level of confidence than that applying to either an Indicated Mineral Resource or an Inferred Mineral Resource. It may be converted to a Proven Mineral Reserve or to a Probable Mineral Reserve; Mineral Reserves Mineral Resources Modifying Factors means the economically mineable part of a Measured and/or Indicated Mineral Resource. It includes diluting materials and allowances for losses, which may occur when the material is mined or extracted and is defined by studies at prefeasibility or feasibility level as appropriate that include application of Modifying Factors. Such studies demonstrate that, at the time of reporting, extraction could reasonably be justified. The reference point at which Mineral Reserves are defined, usually the point where the ore is delivered to the processing plant, must be stated. The public disclosure of a Mineral Reserve must be demonstrated by a pre-feasibility study or feasibility study; means a concentration or occurrence of solid material of economic interest in or on the Earth s crust in such form, grade or quality and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade or quality, continuity and other geological characteristics of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge, including sampling. Mineral Resources are subdivided, in order of increasing geological confidence, into Inferred, Indicated and Measured categories. The term Mineral Resource covers mineralization and natural material of intrinsic economic interest which has been identified and estimated through exploration and sampling and within which Mineral Reserves may subsequently be defined by the consideration and application of Modifying Factors; means considerations used to convert Mineral Resources to Mineral Reserves. These include, but are not restricted to, mining, processing, metallurgical, infrastructure, economic, marketing, legal, environmental, social and governmental factors; NI means Canadian Securities Administrators National Instrument Standards of Disclosure for Mineral Projects; Ounce Probable Mineral Reserve Proven Mineral Reserve means troy ounce; means the economically mineable part of an Indicated, and in some circumstances, a Measured Mineral Resource. The confidence in the Modifying Factors applying to a Probable Mineral Reserve is lower than that applying to a Proven Mineral Reserve. Probable Mineral Reserve estimates must be demonstrated to be economic, at the time of reporting, by at least a pre-feasibility study; means the economically mineable part of a Measured Mineral Resource. A Proven Mineral Reserve implies a high degree of confidence in the Modifying Factors. The term should be restricted to that part of the deposit where production planning is taking place and for which any variation in the estimate would not significantly affect the potential economic viability of the deposit. Proven Mineral Reserve estimates must be demonstrated to be economic, at the time of reporting, by at least a pre-feasibility study; and 7

21 Tonne means metric tonne, equalling 1,000 kilograms. 8

22 GLOSSARY OF TERMS Acquisition Agreements means, collectively, the Perkoa Acquisition Agreement and the Rosh Pinah Acquisition Agreement; Acquisition Amending Agreements has the meaning ascribed thereto in The Acquisition Agreements - Overview ; Acquisition Proposal has the meaning ascribed thereto in The Acquisition Agreements Covenants Regarding the Acquisitions ; Acquisitions means, collectively, the Perkoa Acquisition and the Rosh Pinah Acquisition; Advance Ruling Certificate means an Advance Ruling Certificate under Section 102 of the Competition Act; Advisory Committee has the meaning ascribed thereto in Investor Rights and Governance Agreement Advisory Committee ; affiliate has the meaning ascribed thereto in National Instrument Prospectus and Registration Exemptions as in effect on the date of the Acquisition Agreements; Alternative Transaction Financing has the meaning ascribed thereto in Acquisition Agreements Covenants Regarding the Acquisitions ; Ancillary Agreements means, collectively, the Investor Rights and Governance Agreement, the Technical Services Agreement and the Heath Steele Option Agreement; Beneficial Shareholders has the meaning ascribed thereto in General Proxy Information Advice to Beneficial Shareholders ; Blackthorn has the meaning ascribed thereto in The Acquisitions Information Regarding the Perkoa Mine ; BMO Capital Markets means BMO Nesbitt Burns Inc., financial advisor to Trevali; BMO Engagement Agreement has the meaning ascribed thereto in The Acquisitions BMO Fairness Opinion ; BMO Fairness Opinion means the written opinion of BMO Capital Markets to the Board dated March 13, 2017, the full text of which is set out as Appendix F to this Circular; Board or Board of Directors means the board of directors of Trevali as the same is constituted from time to time; Bonus Share has the meaning ascribed thereto in the Stock Option and Stock Bonus Plan; Boundary Ventures means Boundary Ventures Limited, a company organized under the laws of Bermuda; Boundary Venture Shares has the meaning ascribed thereto in The Acquisition Agreements Overview ; Broadridge means Broadridge Financial Solutions, Inc.; Business Day means a day other than a Saturday, a Sunday or any other day on which commercial banking institutions in Vancouver, British Columbia or in Toronto, Ontario are authorized or required by applicable Law to be closed; 9

23 Cairn means Cairn Merchant Partners LP, financial advisor to the Trevali Special Committee; Cairn Fairness Opinion means the written opinion of Cairn delivered to the Trevali Special Committee in connection with the Acquisitions, the full text of which is set out as Appendix E to this Circular; Canadian Competition Approval has the meaning ascribed thereto in The Acquisition Agreements Conditions Precedent to the Closing of the Acquisitions ; Caribou Mine means the 3,000 tpd zinc-lead-silver mine and mill complex in the Bathurst Mining Camp of New Brunswick; Cassels has the meaning ascribed thereto in The Acquisitions - Background to the Acquisitions ; Circular means this management information circular of the Company dated April 12, 2017; Closing Date means the date upon which the Acquisitions will be completed; Closing Time means 8:00 a.m. (Toronto time) on the Closing Date; Commissioner means the Commissioner of Competition appointed under the Competition Act or any of his designated representatives; Common Shares means common shares in the capital of Trevali; Company or Trevali means Trevali Mining Corporation; Competition Act means the Competition Act (Canada); Competition Approvals has the meaning ascribed thereto in The Acquisition Agreements Conditions Precedent to the Closing of the Acquisitions ; Computershare means Computershare Investor Services Inc.; Consideration means the aggregate consideration to be received by Glencore pursuant to the Acquisitions equal to US$400 million, subject to adjustments; Consideration Share Resolution means the ordinary resolution, the full text of which is attached as Appendix A to this Circular approving the issuance of the Consideration Shares to Glencore; Consideration Shares means, collectively, the Perkoa Consideration Shares and the Rosh Pinah Consideration Shares; Deferred Share Unit has the meaning ascribed thereto in the Share Unit Plan; Effective Date has the meaning ascribed thereto in The Acquisition Agreements Overview ; Facility means the US$190 million, five year, senior secured amortizing non-revolving credit facility expected to be entered into on the Closing Date; Fairness Opinions means, collectively, the BMO Fairness Opinion and the Cairn Fairness Opinion; Financing Failure has the meaning ascribed thereto in The Acquisition Agreements Covenants Regarding the Acquisitions ; Glencore means Glencore International AG, a company organized under the laws of Switzerland; 10

24 Glencore Bermuda means Glencore Finance (Bermuda) Ltd., a company organized under the laws of Bermuda; Glencore Canada means Glencore Canada Inc., a company organized under the laws of Canada; Glencore Facility has the meaning ascribed thereto in The Acquisition Agreements Conditions Precedent to the Closing of the Acquisitions ; Glencore Finance Loan has the meaning ascribed thereto in The Acquisition Agreements Overview ; Glencore Group has the meaning ascribed thereto in The Acquisition Agreements Overview ; Glencore Nominee has the meaning ascribed thereto in Ancillary Agreements Investor Rights and Governance Agreement ; Glencore International means Glencore International Investments Limited, a company organized under the laws of Bermuda; Glencore Sellers has the meaning ascribed thereto in The Acquisition Agreements Representations and Warranties ; GLCR means GLCR Limited, a company organized under the laws of England and Wales; GLCR Group has the meaning ascribed thereto in The Acquisition Agreements Overview ; GLCR Shares has the meaning ascribed thereto in The Acquisition Agreements Overview ; Governmental Authority means any domestic, foreign, federal, provincial, state or local legislative, executive, judicial, regulatory, arbitral or administrative body having jurisdiction in the relevant circumstances, including, any department, commission, board, agency bureau, subdivision or instrumentality thereof; Half Mile Mine/Stratmat Deposit means the fully permitted Halfmile underground mine and related Stratmat deposit, both of which are located in the Bathurst Mining Camp in New Brunswick; Heath Steele Option has the meaning ascribed thereto in Ancillary Agreements Option to Acquire Heath Steele Property ; Heath Steele Option Agreement has the meaning ascribed thereto in Ancillary Agreements Option to Acquire Heath Steele Property ; Heath Steele Property has the meaning ascribed thereto in Ancillary Agreements Option to Acquire Heath Steele Property ; IFRS means International Financial Reporting Standards as issued by the International Accounting Standards Board and incorporated in the Handbook of the Canadian Institute of Chartered Accountants, at the relevant time applied on a consistent basis; IIROC has the meaning ascribed thereto in The Acquisitions Cairn Fairness Opinion ; Independent Shareholders has the meaning attributed thereto in the Shareholder Rights Plan; Information has the meaning ascribed thereto in The Acquisitions Cairn Fairness Opinion ; Interested Parties has the meaning ascribed thereto in The Acquisitions Cairn Fairness Opinion ; Intermediaries has the meaning ascribed thereto in General Proxy Information Solicitation of Proxies ; 11

25 Investor Rights and Governance Agreement means the Investor Rights and Governance Agreement to be entered into on the Closing Date between Glencore and Trevali; Law means, with respect to any person, (i) any domestic, foreign, federal, provincial, state or local law, rule or regulation, including any statute, subordinate legislation, treaty or common law, and (ii) any rule, standard, requirement, policy, order, judgment, injunction, award or decree of a Governmental Authority, in each case, that is binding upon or applicable to such person; Leakage has the meaning ascribed thereto in The Acquisition Agreements Overview ; Lock Box Date has the meaning ascribed thereto in The Acquisition Agreements Overview ; Locked Box Amount has the meaning ascribed thereto in The Acquisition Agreements Overview ; Material Properties means the material properties and assets of the Company following the completion of the Acquisitions, including the Caribou Mine, Perkoa Mine, Rosh Pinah Mine and Santander Mine; Meeting means the special meeting of Shareholders, to be held at the Vancouver Marriott Pinnacle Downtown Hotel, Ambleside I Room, 1128 West Hastings Street, Vancouver, BC, V6E 4R5 on Wednesday, May 17, 2017 at the hour of 10:00 a.m. (Vancouver time); Member has the meaning ascribed thereto in The Acquisition Agreements Overview ; Merope means Merope Holdings Ltd., a company organized under the laws of Bermuda; Merope Loan has the meaning ascribed thereto in The Acquisition Agreements Overview N&A Notice has the meaning ascribed thereto in General Proxy Information Notice and Access ; Namibia Approval has the meaning ascribed thereto in The Acquisition Agreements Conditions Precedent to the Closing of the Acquisitions ; Nantou means Nantou Mining Burkina Faso SA, a company organized under the laws of Burkina Faso; NI has the meaning ascribed thereto in General Proxy Information Notice and Access ; NI has the meaning ascribed thereto in General Proxy Information Notice and Access ; No-Action Letter means written confirmation from the Commissioner that the Commissioner does not, at that time, intend to make an application under Section 92 of the Competition Act in respect of the transactions contemplated by the Acquisition Agreements; Notes means Trevali s 12.5% senior secured notes due May 30, 2019; Notice means the notice of the special meeting of Shareholders dated April 12, 2017; Notice and Access has the meaning ascribed thereto in General Proxy Information Notice and Access ; Notice Package has the meaning ascribed thereto in General Proxy Information Solicitation of Proxies ; Option has the meaning ascribed thereto in the Stock Option and Stock Bonus Plan; Outside Date means August 31, 2017 or such later date as may be agreed to in writing by the parties; 12

26 PE Minerals means P.E. Minerals (Namibia) (Proprietary) Limited, a company organized under the laws of Namibia; Performance Share Unit has the meaning ascribed thereto in the Share Unit Plan; Permitted Leakage has the meaning ascribed thereto in The Acquisition Agreements Overview ; Perkoa Acquisition means the acquisition of Glencore s effective 90% interest in the Perkoa Mine pursuant to the terms of the Perkoa Acquisition Agreement; Perkoa Acquisition Agreement means the share purchase agreement dated March 13, 2017 among Glencore, Merope, Trevali and Trevali Bermuda, as amended on March 29, 2017 and as may be further amended, modified or supplemented; Perkoa Consideration Shares has the meaning described thereto in The Acquisition Agreements Overview ; Perkoa Mine means the zinc mine located in Sanguie Province, Burkina Faso; Perkoa Purchase Price has the meaning ascribed thereto in The Acquisition Agreements Overview ; Perkoa Technical Report has the meaning ascribed thereto in The Acquisitions Information Regarding the Perkoa Mine; Person includes an individual, sole proprietorship, corporation, body corporate, incorporated or unincorporated association, syndicate or organization, partnership, limited partnership, limited liability company, unlimited liability company, joint venture, joint stock company, trust, natural person in his or her capacity as trustee, executor, administrator or other legal representative, a government or Governmental Authority or other entity, whether or not having legal status; Pre-Closing Reorganization has the meaning ascribed thereto in The Acquisition Agreements Covenants Regarding the Acquisitions ; Private Placement means the bought deal private placement of Subscription Receipts which closed on March 29, 2017; Private Placement Resolution means the ordinary resolution, the full text of which is attached as Appendix B to this Circular approving the issuance of the Common Shares issuable upon conversion of the Subscription Receipts; Properties has the meaning ascribed thereto in The Acquisitions Background to the Acquisitions ; Proxy means the proxy to be sent to Shareholders for use in connection with the Meeting; Purchased Debt has the meaning ascribed thereto in The Acquisition Agreements Overview ; Record Date means Monday, April 3, 2017; Regulatory Approvals means rulings, consents, orders, exemptions, permits, waivers, early termination authorizations, clearances, written confirmations of no intention to initiate legal proceedings and other approvals (including the lapse, without objection, of a prescribed time under a statute or regulation that states that a transaction may be implemented if a prescribed time lapses following the giving of notice without an objection being made) of Governmental Authorities; Resigning Directors and Officers has the meaning ascribed thereto in The Acquisition Agreements Other Covenants ; 13

27 Resolutions means, collectively, the Consideration Share Resolution, the Private Placement Resolution and the Shareholder Rights Plan Termination Resolution; Restricted Share Unit has the meaning ascribed thereto in the Share Unit Plan; Rosh Pinah Acquisition means the acquisition of Glencore s effective 80.08% interest in the Rosh Pinah Mine pursuant to the terms of the Rosh Pinah Acquisition Agreement; Rosh Pinah Acquisition Agreement means the share purchase agreement dated March 13, 2017 among Glencore, Glencore International, Glencore Bermuda, Trevali and Trevali Bermuda, as amended on March 29, 2017 and as may be further amended, modified or supplemented; Rosh Pinah Consideration Shares has the meaning ascribed thereto in The Acquisition Agreements Overview ; Rosh Pinah Mine means the zinc and lead mine located in south western Namibia; Rosh Pinah Purchase Price has the meaning ascribed thereto in The Acquisition Agreements Overview ; Rosh Pinah Technical Report has the meaning ascribed thereto in The Acquisitions Information Regarding the Rosh Pinah Mine ; Rosh Pinah Zinc Corporation means Rosh Pinah Zinc Corporation (Proprietary) Limited, a company organized under the laws of Namibia; RPA means Roscoe Postle Associates Inc.; Santander Mine means the 2,000 tpd zinc-lead-silver mine and mill complex in the Central Peruvian Polymetallic Belt; Securities Act means the Securities Act (British Columbia) and the rules, regulations and published policies made thereunder, as now in effect and as they may be promulgated or amended from time to time; Securities Laws means the Securities Act, together with all other applicable Canadian provincial securities laws, and the rules and regulations and published policies of the securities authorities thereunder, as now in effect and as they may be promulgated or amended from time to time, and includes the rules and policies of the TSX; SEDAR means the System for Electronic Document Analysis and Retrieval; Seller Credit Support has the meaning ascribed thereto in The Acquisition Agreements Other Covenants ; Sellers means Glencore International, Glencore Bermuda and Merope; Services has the meaning ascribed thereto in Ancillary Agreements Technical Services Agreement ; Share Unit has the meaning ascribed thereto in the Share Unit Plan; Share Unit Plan means the Company s share unit plan dated May 1, 2013; Shareholder Rights Plan means the amended and restated shareholder rights plan dated as of June 1, 2016 between the Company and Computershare Investor Services Inc.; Shareholder Rights Plan Termination Resolution means the ordinary resolution, the full text of which is attached as Appendix C to this Circular, which approves the termination of the Shareholder Rights Plan; 14

28 Stock Option and Stock Bonus Plan means the Company s amended and restated stock option and stock bonus plan dated June 25, 2012, as amended on May 1, 2013 and April 11, 2016; Subject Securities has the meaning ascribed thereto in Ancillary Agreements Voting Support Agreements ; Subscription Receipts means the aggregate of 220,455,000 subscription receipts issued pursuant to the Private Placement; Superior Proposal has the meaning ascribed thereto in The Acquisition Agreements Covenants Regarding the Acquisitions ; Target Group has the meaning ascribed thereto in The Acquisition Agreements Representations and Warranties ; Target Loans means the Merope Loan and the Glencore Finance Loan; Tax Act means the Income Tax Act (Canada) and the regulations made thereunder, as now in effect and as they may be promulgated or amended from time to time; Technical Services Agreement has the meaning ascribed thereto in Ancillary Agreements Technical Services Agreement ; Termination Payment has the meaning ascribed thereto in The Acquisition Agreements Termination of Acquisition Agreements ; Transaction Financing has the meaning ascribed thereto in The Acquisition Agreements Covenants Regarding the Acquisitions ; Trevali means Trevali Mining Corporation; Trevali Bermuda means Trevali Holdings (Bermuda) Ltd., a wholly-owned subsidiary of Trevali incorporated under the laws of Bermuda; Trevali Locked-Up Shareholders means Mark Cruise, Anna Ladd, Daniel Marinov, Paul Keller, Stephen Stakiw, Mike Hoffman, Catherine Gignac, David Korbin, Anton Drescher and David Huberman; Trevali Special Committee means the special committee of the Board of Directors of Trevali formed to consider the Acquisitions and related matters; TSX means the Toronto Stock Exchange; TSX Manual means the TSX Company Manual; United States means the United States of America, its territories and possessions, any State of the United States and the District of Columbia; VIF means voting instruction form; Voting Support Agreements means the voting support agreements dated March 13, 2017 among each Trevali Locked-Up Shareholder, Glencore International, Glencore Bermuda, Merope and Glencore; Wilru means Wilru One Hundred and Thirty Four (Proprietary) Ltd., a company organized under the laws of Namibia; Working Capital Surplus has the meaning ascribed thereto in The Acquisition Agreements Overview ; 15

29 Xstrata has the meaning ascribed thereto in The Acquisitions Background to the Acquisitions ; and Xstrata Acquisition has the meaning ascribed thereto in The Acquisitions Background to the Acquisitions. 16

30 SUMMARY The following is a summary of certain information contained in this Circular, including its appendices. This summary is not intended to be complete and is qualified in its entirety by the more detailed information contained elsewhere in this Circular, including its appendices. Certain capitalized terms used in this summary are defined in the Glossary of Terms of this Circular. Shareholders are urged to read this Circular and its appendices carefully and in their entirety. The Meeting Meeting and Record Date The Meeting will be held at the Vancouver Marriott Pinnacle Downtown Hotel, Ambleside I Room, 1128 West Hastings Street, Vancouver, BC, V6E 4R5 on Wednesday, May 17, 2017 at the hour of 10:00 a.m. (Vancouver time). The Board of Directors has fixed Monday, April 3, 2017 as the record date for determining the Shareholders who are entitled to receive notice of and vote at the Meeting. The Resolutions At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to pass the Consideration Share Resolution, the Private Placement Resolution and the Shareholder Rights Plan Termination Resolution, the full texts of which are attached as Appendix A, Appendix B and Appendix C to this Circular, respectively. See Information Concerning the Meeting for a discussion of the Shareholder approval requirements to effect the Acquisitions. Voting at the Meeting This Circular is being provided to both registered Shareholders and Beneficial Shareholders. Only registered Shareholders or the persons they appoint as their proxyholders are permitted to vote at the Meeting. Beneficial Shareholders should follow the instructions on the forms they receive from their intermediaries. No other securityholders of the Company are entitled to vote at the Meeting. See General Proxy Information. Background to the Acquisitions The provisions of the Acquisition Agreements are the result of arm s length negotiations conducted among representatives of Trevali, Glencore, the Trevali Special Committee, and their respective legal and financial advisors, as applicable. See The Acquisitions Background to the Acquisitions for a description of the background to the Acquisitions. Recommendation of the Board of Directors The Board (other than Christopher Eskdale, an interested director of Trevali who abstained from voting on the Acquisitions), based in part on the recommendation of the Trevali Special Committee, review of the Cairn Fairness Opinion and the BMO Fairness Opinion and such other matters it considered relevant, unanimously determined that the consideration to be paid by Trevali pursuant to the Acquisitions is fair to Trevali and that the Acquisitions are in the best interests of the Company. Accordingly, the Board of Directors (other than Christopher Eskdale, an interested director of Trevali who abstained from voting on the Acquisitions) unanimously recommends that Trevali Shareholders vote FOR the Resolutions. Christopher Eskdale, the Glencore representative on the Board, did not attend the formal component of the meeting of the Board of Directors held on March 13, 2017 during which the Board of Directors approved the Acquisitions. See The Acquisitions Recommendation of the Board. 17

31 Reasons for the Recommendations In the course of their evaluation of the Acquisitions, the Board of Directors and the Trevali Special Committee consulted with the Company s senior management, legal counsel, BMO Capital Markets and Cairn, and considered a number of factors including, among others, the following: Significantly Increases Production Scale While Maintaining Attractive Margins. Trevali expects that the Acquisitions will more than double its existing zinc production, adding approximately 250 million payable pounds of annual zinc production, while maintaining an attractive cash-cost profile. The Acquisitions are expected to position Trevali as a top-10 global zinc producer, further enhancing Trevali s position as the go-to name for zinc exposure and the only publicly-traded and pure-play intermediate zinc producer; Enhances Cash Flow Generation and Maintains Conservative Balance Sheet. Upon the completion of the Acquisitions, Trevali expects that its refinanced balance sheet will reduce its weighted average cost of capital and will increase covenant flexibility to help pursue future growth initiatives; Increased Measured and Indicated Mineral Resources and Grade. The addition of the assets to be acquired pursuant to the Acquisitions will increase Trevali s total measured and indicated zinc resources and average measured and indicated zinc resource grade; Further Asset Diversification. The completion of the Acquisitions will further diversify Trevali s existing portfolio with four producing assets across a global platform; Increased Capital Markets Presence. Upon completion of the Acquisitions, Trevali will have a broader shareholder base with expected increased market liquidity and a larger public float than Trevali currently has. As of March 10, 2017, the business day prior to the announcement of the Acquisitions, Trevali had a pro forma market capital capitalization of approximately C$1.1 billion assuming the completion of the Acquisitions compared with Trevali s market capitalization of approximately C$0.5 billion on that date; Builds on Strategic Relationship with Glencore. The Acquisitions further build on Trevali s long-standing strategic relationship with Glencore, which will become a cornerstone investor in Trevali, with approximately 25.8% ownership of the issued and outstanding Common Shares. Through this strategic relationship, Trevali expects to have further access to Glencore s industry-leading operating and management teams; Technical Review of Assets to be Acquired. Trevali and its third party technical advisors undertook a detailed due diligence review of the assets to be acquired pursuant to the Acquisitions, covering legal, financial and operational aspects, and included site visits and detailed technical review of such assets; BMO Fairness Opinion. The Board received the BMO Fairness Opinion which states that, as of the date of such opinion and subject to the assumptions, limitations and qualifications contained therein, the Consideration to be paid by Trevali pursuant to the Acquisitions is fair, from a financial point of view, to Trevali; Cairn Fairness Opinion. The Trevali Special Committee received the Cairn Fairness Opinion which states that, as of the date of such opinion and subject to the assumptions, limitations and qualifications contained therein, the consideration to be paid by Trevali pursuant to the Acquisitions is fair, from a financial point of view, to Trevali; and Other Factors. The Board also considered the Acquisitions with reference to the current economic, industry and market trends affecting Trevali and the assets to be acquired pursuant to the Acquisitions, in their 18

32 respective markets, information concerning the business, operations, property, assets, financial condition, operating results and prospects of Trevali and the assets to be acquired pursuant to the Acquisitions. In reaching their respective determinations and recommendations, the Trevali Special Committee and Board also observed that a number of procedural safeguards were and are present to permit Trevali to represent effectively the interests of Trevali and its Shareholders, including, among others: Trevali and its third party technical advisors undertook a detailed due diligence review of the assets to be acquired pursuant to the Acquisitions, covering legal, financial and operational aspects, and included site visits and detailed technical review of such assets; The Board retained and received advice from experienced and qualified financial and legal advisors to assist in evaluating, negotiating and recommending the terms of the Acquisition Agreements and related agreements; The terms of the Acquisition Agreements and related agreements are the result of arm s length negotiations between Trevali and Glencore; Notwithstanding the limitations contained in the Acquisition Agreements on Trevali s ability to solicit interest from third parties, the Acquisition Agreements provide that if Trevali receives an unsolicited Acquisition Proposal, there is a mechanism to allow the Board to provide information with respect to Trevali to any person making such Acquisition Proposal, engage in discussions with, and otherwise cooperate or assist, the person making such Acquisition Proposal, and consider whether such Acquisition Proposal is more favourable, both financially and when taking other considerations and qualifications into account, to the shareholders of Trevali than Acquisitions would be, and that the applicable Acquisition Proposal would be a Superior Proposal; and In order for the Acquisitions to proceed, the Consideration Share Resolution and the Private Placement Resolution must each be approved by the affirmative vote of at least a majority of votes cast at the Meeting, excluding in each case Common Shares held by Glencore, its associates and affiliates. The Shareholder Rights Plan Termination Resolution must be approved by the affirmative vote of a majority of the votes cast by Independent Shareholders (as such term is defined in the Shareholder Rights Plan) represented in person or by proxy at the Meeting. Selected Trevali Unaudited Pro Forma Consolidated Financial Information The selected unaudited pro forma consolidated financial information as at and for the year ended December 31, 2016, set forth below, should be read in conjunction with Trevali s unaudited pro forma consolidated financial statements as at and for the year ended December 31, 2016 and the accompanying notes thereto attached as Appendix D to this Circular, and the audited consolidated financial statements of Boundary Ventures as at and for the years ended December 31, 2016 and 2015 and GLCR as at and for the years ended December 31, 2016 and 2015, attached as Schedule A and Schedule B to Appendix D, respectively and the audited consolidated financial statements of Trevali as at and for the years ended December 31, 2016 and The unaudited pro forma consolidated statement of financial position as at December 31, 2016 has been prepared from the December 31, 2016 audited annual consolidated statements of financial position of Trevali and the December 31, 2016 audited consolidated statements of financial position of Boundary Ventures and GLCR and gives pro forma effect to the successful completion of the Acquisitions as if the transactions occurred on December 31, The unaudited pro forma consolidated statement of operations and comprehensive income for the year ended December 31, 2016 has been prepared from the audited consolidated statement of operations and comprehensive income of Trevali, the audited consolidated statement of comprehensive loss of Boundary Ventures and the audited consolidated statement of profit or loss and other comprehensive income of GLCR, each for the year ended December 31, 2016 and gives pro forma effect to the successful completion of the Acquisitions as if the Acquisitions occurred on January 1,

33 The summary unaudited pro forma consolidated financial information is not intended to be indicative of the results that would actually have occurred, or the results expected in future periods, had the events reflected herein occurred on the dates indicated. Actual amounts recorded upon consummation of the Acquisitions will differ from the pro forma information presented below. No attempt has been made to calculate or estimate potential synergies between Trevali, Boundary Ventures and GLCR. The unaudited pro forma consolidated financial statement information set forth below is extracted from and should be read in conjunction with the unaudited pro forma consolidated financial statements of Trevali and the accompanying notes included in Appendix D to this Circular. (in thousands of Canadian dollars) Year ended December 31, 2016 Pro Forma Consolidated Statements of Operations and Comprehensive Income Data: Revenue ,724 Gross Profit... 28,469 Net Loss... (19,304) (in Canadian dollars) Pro Forma Consolidated Per Common Share Data: Basic loss per share... (0.01) Diluted loss per share... (0.01) (in thousands of Canadian dollars) As at December 31, 2016 Pro Forma Consolidated Statement of Financial Position Data: Total current assets ,745 Total assets... 1,541,446 Total current liabilities... 96,556 Total liabilities ,458 Total equity ,988 Fairness Opinions In connection with the Acquisitions, the Trevali Special Committee received a written opinion dated March 13, 2017 from Cairn which states that, as of the date of such opinion and subject to the assumptions, limitations and qualifications set forth in the Cairn Fairness Opinion, the Consideration to be paid by Trevali pursuant to the Acquisitions is fair, from a financial point of view, to Trevali. This summary of the Cairn Fairness Opinion is qualified by reference to the full text of the Cairn Fairness Opinion. The Cairn Fairness Opinion is not a recommendation to any Shareholder as to how to vote at the Meeting. See The Acquisitions - Cairn Fairness Opinion and the complete text of the Cairn Fairness Opinion, which is attached as Appendix E to this Circular and which should be read in its entirety. 20

34 In connection with the Acquisitions, the Board received a written opinion dated March 13, 2017 from BMO Capital Markets which states that, as of the date of such opinion and subject to the assumptions, limitations and qualifications set forth in the BMO Fairness Opinion, the Consideration to be paid by Trevali pursuant to the Acquisitions is fair, from a financial point of view, to Trevali. This summary of the BMO Fairness Opinion is qualified in its entirety be reference to the full text of the BMO Fairness Opinion. The BMO Fairness Opinion is not a recommendation to any Shareholder as to how to vote at the Meeting. See The Acquisitions - Fairness Opinion and the complete text of the BMO Fairness Opinion, which is attached as Appendix F to this Circular and which should be read in its entirety. Expenses and Termination Fees The Acquisition Agreements require that Trevali pay Glencore a termination fee or expense reimbursement fee in certain circumstances. See The Acquisition Agreements Termination of the Acquisition Agreements. Agreements related to the Acquisitions Acquisition Agreements On March 13, 2017, the Company, Glencore and certain subsidiaries and affiliates of the Company and Glencore entered into the Perkoa Acquisition Agreement and the Rosh Pinah Acquisition Agreement which the parties agreed, subject to certain terms and conditions, to complete the Perkoa Acquisition and the Rosh Pinah Acquisition, respectively. This Circular contains a summary of certain provisions of the Acquisition Agreements and is qualified in its entirety by the full text of the Perkoa Acquisition Agreement, the Rosh Pinah Acquisition Agreement, copies of which have been filed on the Company s profile on SEDAR. See The Acquisition Agreements. Voting Support Agreements Each director and officer of Trevali, who beneficially owns, or controls or directs, directly or indirectly, securities of Trevali, has entered into Voting Support Agreements with Trevali and Glencore pursuant to which they have agreed, among other things, to support the Acquisitions and vote their Common Shares in favour of the Resolutions. As of April 3, 2017, the Trevali Locked-Up Shareholders (including certain of their respective associates and related parties), collectively, own or exercise control or direction over an aggregate of 5,109,212 Common Shares, representing approximately 1.3% of the voting rights attached to the issued and outstanding Common Shares (on an undiluted basis). See Ancillary Agreements Voting Support Agreements. Investor Rights and Governance Agreement On the Closing Date, Trevali and Glencore have agreed to enter into the Investor Rights and Governance Agreement. Under the Investor Rights and Governance Agreement, Glencore will be granted certain rights, including specified nomination rights with respect to up to four members of the Board, two of whom must be independent (subject to certain continued ownership thresholds), pre-emptive rights that allow it to maintain its ownership level of the Common Shares in various circumstances, and registration rights that require Trevali to assist Glencore in effecting sales of Common Shares through a prospectus qualification process. See Ancillary Agreements Investor Rights and Governance Agreement. Technical Services Agreement On the Closing Date, Trevali and Glencore have agreed to enter into the Technical Services Agreement. Such agreement will, among other things, memorialize certain technical and other services that Glencore has provided to Trevali to date in connection with the Santander Mine and the Caribou Mine and provide for the provision of such services at the Perkoa Mine and the Rosh Pinah Mine. A term sheet outlining the salient provisions of the proposed Technical Services Agreement is attached as Exhibit A to the Perkoa Acquisition Agreement, which has been filed under the Company s profile on SEDAR. See Ancillary Agreements Technical Services Agreement. 21

35 Risk Factors Shareholders should consider a number of risk factors relating to the Acquisitions and the Company in evaluating whether to approve the Resolutions. These risk factors are discussed herein and/or in certain sections of documents publicly filed, which sections are incorporated herein by reference. See Risk Factors. 22

36 GENERAL PROXY INFORMATION Solicitation of Proxies This Circular is furnished in connection with the solicitation of proxies by the management of the Company for use at the special meeting (the Meeting ) of Shareholders to be held at the time and place and for the purposes set forth in the attached Notice. The solicitation of proxies will primarily be made by sending proxy materials to Shareholders by mail, and, in relation to the delivery of this Circular, by posting this Circular on our website at and our SEDAR profile at pursuant to Notice and Access. See Notice and Access for further information. The solicitation of proxies may be supplemented by telephone or other personal contact to be made without special compensation by directors, officers and employees of the Company or by the Company s transfer agent and registrar. The Company may retain other persons or companies to solicit proxies on behalf of management in which event customary fees for such services will be paid. All costs of solicitation will be borne by the Company. The Company has sent the N&A Notice and a form of proxy or voting instruction form, as applicable (the Notice Package ) to all Shareholders informing them that this Circular is available online and explaining how this Circular may be accessed. The Company will not directly send the Notice Package to Beneficial Shareholders. Instead, the Company will pay clearing agencies, securities dealers, banks and trust companies or their nominees (collectively, the Intermediaries ) for distribution to Beneficial Shareholders whose Common Shares are held by or in custody of such Intermediaries. Such Intermediaries are required to forward the Notice Package to Beneficial Shareholders unless a Beneficial Shareholder has waived the right to receive them. The Company has elected to pay for the delivery of the Notice Package to objecting Beneficial Shareholders by the Intermediaries. The Company is sending the Notice Package directly to non-objecting Beneficial Shareholders, through the services of its transfer agent and registrar, Computershare Investor Services Inc. The solicitation of proxies from Beneficial Shareholders will be carried out by the Intermediaries or by the Company if the names and addresses of the Beneficial Shareholders are provided by Intermediaries. The Company will pay the permitted fees and costs of Intermediaries incurred in connection with the distribution of the Notice Package. Appointment and Revocation of Proxies The persons named in the enclosed form of proxy are directors and/or officers of the Company. A Shareholder has the right to appoint a person (who need not be a Shareholder) to attend and act for such Shareholder and on his, her or its behalf at the Meeting other than the persons designated in the enclosed form of proxy. Such right may be exercised by inserting in the blank space provided for that purpose the name of the desired person or by completing another proper form of proxy and, in either case, delivering the completed and executed proxy to the Company s transfer agent and registrar, Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario, Canada, M5J 2Y1, Attention: Stock Transfer Department, not later than fortyeight (48) hours (excluding Saturdays, Sundays and holidays) before the time fixed for the Meeting or any adjournment or postponement thereof, or delivering it to the chairman of the Meeting on the day of the Meeting or any adjournment or postponement thereof prior to the time of voting. A proxy must be executed by the registered Shareholder or his, her or its attorney duly authorized in writing or, if the Shareholder is a corporation, by an officer or attorney thereof duly authorized. Proxies given by Shareholders for use at the Meeting may be revoked prior to their use: 1. by depositing an instrument in writing executed by the Shareholder or by such Shareholder s attorney duly authorized in writing or, if the Shareholder is a corporation, by an officer or attorney thereof duly authorized indicating the capacity under which such officer or attorney is signing; or 2. at the registered office, Suite West Hastings Street Vancouver, BC, V6E 2K3, at any time up to 10:00 a.m. (Vancouver time) on May 16, 2017; or 3. with the chairman of the Meeting on the day of the Meeting or any adjournment or postponement thereof; or 4. in any other manner permitted by law. 23

37 Exercise of Discretion by Proxies The persons named in the accompanying form of proxy will vote the Common Shares in respect of which they are appointed in accordance with the direction of the Shareholders appointing them. In the absence of such direction, such Common Shares will be voted in favour of the passing of the matters set out in the Notice. The form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the Notice and with respect to other matters which may properly come before the Meeting or any adjournment or postponement thereof. At the time of the printing of this Circular, the management of the Company knows of no such amendments, variations or other matters to come before the Meeting other than the matters referred to in the Notice. However, if any other matters which at present are not known to the management of the Company should properly come before the Meeting, the proxy will be voted on such matters in accordance with the best judgment of the named proxies. Notice to Beneficial Shareholders Shareholders should note that only proxies deposited by Shareholders whose names appear on the records of the Company as the registered holders of Common Shares, or non-objecting beneficial owners whose names has been provided to the Company s registrar and transfer agent, can be recognized and acted upon at the Meeting. The information set forth in this section is therefore of significant importance to a substantial number of Shareholders who do not hold their Common Shares in their own name (referred to in this section as Beneficial Shareholders ). If Common Shares are listed in an account statement provided to a Shareholder by an Intermediary, then in almost all cases those Common Shares will not be registered in such Shareholder s name on the records of the Company. Such Common Shares will more likely be registered under the name of the Shareholder s Intermediary or an agent of that Intermediary. In Canada, the vast majority of such Common Shares are registered under the name of CDS & Co., as nominee for CDS Clearing and Depository Services Inc., which acts as a depository for many Canadian Intermediaries. Common Shares held by Intermediaries or their nominees can only be voted for or against the Resolutions upon the instructions of the Beneficial Shareholder. Without specific instructions, Intermediaries are prohibited from voting Common Shares for their clients. Applicable regulatory policy requires Intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholders meetings. Every Intermediary has its own mailing procedures and provides its own return instructions, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. Often the form of proxy supplied to a Beneficial Shareholder by its Intermediary is identical to the form of proxy provided by the Company to the Intermediaries. However, its purpose is limited to instructing the Intermediary how to vote on behalf of the Beneficial Shareholder. The majority of Intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge. Broadridge typically mails the voting instruction forms or proxy forms to the Beneficial Shareholders and asks the Beneficial Shareholders to return the voting instruction forms or proxy forms to Broadridge. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting. A Beneficial Shareholder receiving a proxy or voting instruction form from Broadridge cannot use that proxy to vote Common Shares directly at the Meeting - the proxy must be returned to Broadridge well in advance of the Meeting in order to have the Common Shares voted. Although Beneficial Shareholders may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of their Intermediary, a Beneficial Shareholder may attend the Meeting as proxyholder for the Intermediary and vote their Common Shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their own Common Shares as proxyholder for the Intermediary should enter their own names in the blank space on the management form of proxy or voting instruction form provided to them and return the same to their Intermediary (or the agent of such Intermediary) in accordance with the instructions provided by such Intermediary or agent well in advance of the Meeting. Beneficial Shareholders should carefully follow the instructions of their Intermediaries and their service companies. All references to shareholders in this Circular and the accompanying form of proxy and Notice are to Shareholders of record unless specifically stated otherwise. 24

38 Notice and Access The Company is utilizing the notice-and-access mechanism ( Notice and Access ) under National Instrument Communication with Beneficial Owners of Securities of a Reporting Issuer ( NI ) in the case of Beneficial Shareholders and National Instrument Continuous Disclosure Obligations ( NI ) in the case of registered Shareholders. Notice and Access allows the Company to deliver this Circular to Shareholders via specified electronic means provided that the conditions of NI and NI are met. In accordance with NI , the Company set the Record Date at least 40 days before the Meeting and also filed a form of notification of the Record Date and the date of the Meeting at least 3 business days before the Record Date. Website Where Meeting Materials are Posted The Notice and Access provisions are a set of rules that allow reporting issuers to choose to deliver proxyrelated materials to registered Shareholders and Beneficial Shareholders by posting electronic versions of proxyrelated materials on-line, via SEDAR and one other website, rather than mailing paper copies of such materials to Shareholders. The Company will not rely upon the use of stratification. In order for a reporting issuer such as the Company to avail itself of the Notice and Access process, the Company must send a notice to Shareholders (the N&A Notice ), including Beneficial Shareholders, indicating the websites where this Circular has been posted and explaining how a Shareholder can access this Circular online or obtain a paper copy from the Company as well as other basic information about the Meeting including, among other things, the matters to be voted on at the Meeting. Electronic copies of this Circular and N&A Notice may be found on the Company s SEDAR profile at and the Company s website at In relation to the Meeting, Shareholders with existing instructions on their account to receive printed materials and those Shareholders with addresses outside of Canada and the United States will receive a printed copy of the Notice Package. All other Shareholders will receive only the required notification documentation under Notice and Access, which will not include a paper copy of this Circular. Obtaining Paper Copies of Materials The Company anticipates that using Notice and Access for delivery will directly benefit the Company through a substantial reduction in both postage and material costs, and also promote environmental responsibility by decreasing the large volume of paper documents generated by printing proxy-related materials. Shareholders with questions about Notice and Access can call the Company toll-free in North America at Requests should be received at least five (5) business days in advance of the proxy cut-off date set out in the accompanying proxy or voting instruction form in order to receive the meeting materials in advance of the date of the Meeting. Note to Non-Objecting Beneficial Owners The Notice Package is being sent to both registered and Beneficial Shareholders. If you are a Beneficial Shareholder, and the Company or its agent has sent the Notice Package directly to you, your name and address and information about your holdings of Common Shares, have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding on your behalf. By choosing to send the Notice Package to you directly, the Company (and not the Intermediary holding on your behalf) has assumed responsibility for (i) delivering the Notice Package to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions. Voting Securities and Principal Holders Thereof The Company has fixed Monday, April 3, 2017 as the record date (the Record Date ) for the purposes of determining Shareholders entitled to receive the Notice and vote at the Meeting. As at the Record Date, 403,623,704 Common Shares were issued and outstanding. At a special meeting of the Company, on a show of hands, every Shareholder present in person shall have one vote and, on a poll, every Shareholder shall have one vote for each Common Share of which he, she or it is the holder. The Company has no other classes of voting securities. 25

39 In accordance with the provisions of the Business Corporations Act (British Columbia), the Company will prepare a list of the holders of Common Shares on the Record Date. Each holder of Common Shares named on the list will be entitled to vote the Common Shares shown opposite his, her or its name on the list at the Meeting. To the knowledge of the directors and executive officers of the Company, there are no persons or companies who beneficially own, or control or direct, directly or indirectly, voting securities of the Company carrying 10% or more of the voting rights attached to the Common Shares. INFORMATION CONCERNING THE MEETING As set out in the Notice, at the Meeting, Shareholders will be asked to consider and vote on the Resolutions. In order for the Acquisitions to be completed, Shareholders must approve the Resolutions. Consideration Share Resolution Shareholder approval is required in connection with the Consideration Share Resolution by the rules and regulations of the TSX. In connection with the Acquisitions, Trevali expects to issue 193,432,310 Common Shares (being the Consideration Shares) to Glencore, which, together with the 17,403,615 Common Shares currently held by Glencore, is equal to approximately 52.24% of the non-diluted Common Shares outstanding immediately prior to the date of this Circular and approximately 25.8% of the non-diluted Common Shares assuming the issuance of Common Shares underlying the Subscription Receipts on the Closing Date. Pursuant to the rules of the TSX, a listed company is generally required to obtain shareholder approval in connection with an acquisition transaction where the number of securities issued or issuable in payment of the purchase price for the acquisition exceeds 25% of the number of securities of the listed issuer which are outstanding, on a non-diluted basis, prior to the date of closing of the Acquisitions. In addition, shareholder approval is required in connection with the Acquisitions pursuant to the rules of the TSX as the Acquisitions materially affect control of Trevali. At the Meeting, Shareholders will be asked to consider and vote on the Consideration Share Resolution. The full text of the Consideration Share Resolution is set out in Appendix A to this Circular. If Shareholder approval is obtained, subject to the satisfaction of the other conditions to closing, the Acquisitions are expected to close on or before July 31, In order for the Acquisitions to proceed, the Consideration Share Resolution must be approved by a majority of the votes (50% +1) cast at the Meeting by or on behalf of disinterested Shareholders in accordance with the requirements of the TSX. For this purpose, the Common Shares held by Glencore and directors and senior officers of Glencore and certain affiliates, together with their related parties and joint actors with such persons, representing in the aggregate approximately 4.33% of the outstanding Common Shares, will be excluded for the purposes of calculating the requisite approval of the Consideration Share Resolution. After careful consideration of the Acquisitions, the Board, based in part on the unanimous recommendation of the Trevali Special Committee, has unanimously determined that the proposed Acquisitions are in the best interests of the Company. The Board (other than Christopher Eskdale, an interested director of Trevali who abstained from voting on the Acquisitions) has approved and unanimously recommends that Shareholders vote IN FAVOUR of the Consideration Share Resolution. Unless specified in a form of proxy that the Common Shares represented by the proxy shall be voted otherwise, the named proxyholders designated in the enclosed Proxy intend to vote FOR the Consideration Share Resolution. Private Placement Resolution At the Meeting, Shareholders will be asked to consider and vote on the Private Placement Resolution. The full text of the Private Placement Resolution is set out in Appendix B to this Circular. If Shareholder approval is obtained, subject to the satisfaction of the other conditions to closing, the Acquisitions are expected to close on or before July 31, Pursuant to the rules of the TSX, Trevali is required to obtain Shareholder approval for the Private Placement as the aggregate number of Common Shares issuable pursuant to the Private Placement is greater than 25% of the number of Common Shares which will be outstanding, on a non-diluted 26

40 basis, prior to the date of closing of the Private Placement and the Acquisitions, and the offering price per security is less than the market price (as defined in the TSX Manual). In order for the issuance of the Common Shares upon conversion of the Subscription Receipts to proceed, the Private Placement Resolution must be approved by a majority of the votes (50% + 1) cast at the Meeting by or on behalf of disinterested Shareholders in accordance with the requirements of the TSX. For this purpose, the Common Shares held by Glencore and directors and senior officers of Glencore and certain affiliates, together with their related parties and joint actors with such persons, representing in the aggregate approximately 4.33% of the outstanding Common Shares, will be excluded for the purposes of calculating the requisite approval of the Private Placement Resolution. After careful consideration of the Acquisitions, the Board, based in part on the unanimous recommendation of the Trevali Special Committee, has unanimously determined that the proposed Acquisitions are in the best interests of the Company. The Board (other than Christopher Eskdale, an interested director of Trevali who abstained from voting on the Acquisitions) has approved and unanimously recommends that Shareholders vote IN FAVOUR of the Private Placement Resolution. Unless specified in a form of proxy that the Common Shares represented by the proxy shall be voted otherwise, the named proxyholders designated in the enclosed Proxy intend to vote FOR the Private Placement Resolution. Shareholder Rights Plan Termination Resolution Pursuant to the Acquisition Agreements, Glencore has a right to acquire more than 20% of the Common Shares on closing of the Acquisitions, and therefore was considered an Acquiring Person (as defined in the Shareholder Rights Plan) upon execution of the Acquisition Agreements. Accordingly, pursuant to the Acquisition Agreements, Glencore has required the termination (and not merely waiver) of the Shareholder Rights Plan as a condition to closing the Acquisitions. The Company also believes that most of the objectives for which the Shareholder Rights Plan was initially adopted could be achieved and have been addressed otherwise. Specifically, recent amendments to the take-over bid regime including the adoption by Canadian Securities Regulators of National Instrument Take-Over Bids and Issuer Bids have addressed many of the problems arising under former securities legislation concerning takeover bids. For example, subject to certain exemptions, take-over bids are now requires to remain open for acceptance for a minimum of 105 days. In addition, the proposed termination of the Shareholder Rights Plan does not restrict the Company s ability to adopt a rights plan in the future if the Board determines it is in the best interests of the Company to do so. In order to effect the termination of the Shareholder Rights Plan, it is proposed to authorize the Board to amend the terms of the Shareholder Rights Plan so as to provide that the Shareholder Rights Plan would expire immediately prior to the completion of the Acquisitions. Accordingly, at the Meeting, Shareholders will also be asked to consider and vote on the Shareholder Rights Plan Termination Resolution. The full text of the Shareholder Rights Plan Termination Resolution is set out in Appendix C to this Circular. If Shareholder approval is obtained, subject to the satisfaction of the other conditions to closing, the Acquisitions are expected to close on or before July 31, In order for the Acquisitions to proceed, the Shareholder Rights Plan Termination Resolution must be approved by a majority of the votes (50% + 1) cast at the Meeting by or on behalf of Independent Shareholders. For this purpose, the Common Shares held by Glencore and directors and senior officers of Glencore and certain affiliates, together with their related parties and joint actors with such persons, representing in the aggregate approximately 4.33% of the outstanding Common Shares, will be excluded for the purposes of calculating the requisite approval of the Shareholder Rights Plan Termination Resolution. In anticipation of the execution of the Acquisition Agreements, and in order to provide Shareholders with an opportunity to consider the Shareholder Rights Plan Termination Resolution, on March 13, 2017, the Board, 27

41 acting in good faith and in the best interests of the Company, resolved to defer the Separation Time (as defined in the Shareholder Rights Plan) to the date which is the business day following the Meeting. After careful consideration of the Acquisitions, the Board, based in part on the unanimous recommendation of the Trevali Special Committee, has unanimously determined that the proposed Acquisitions are in the best interests of the Company. The Board (other than Christopher Eskdale, an interested director of Trevali who abstained from voting on the Acquisitions) has approved and unanimously recommends that Shareholders vote IN FAVOUR of the Shareholder Rights Plan Termination Resolution. Unless specified in a form of proxy that the Common Shares represented by the proxy shall be voted otherwise, the named proxyholders designated in the enclosed form of proxy intend to vote FOR the Shareholder Rights Plan Termination Resolution. General THE ACQUISITIONS This section provides material information about the acquisition of the Rosh Pinah Mine and the Perkoa Mine and other information regarding the Acquisitions. Information Regarding the Rosh Pinah Mine Overview The Rosh Pinah Mine and an approximately 1,800-2,000 tonne per day (tpd) milling operation is located in south-western Namibia approximately 800 km south of the capital city of Windhoek. The Rosh Pinah Mine has been in operation since 1969 and currently produces zinc and lead concentrates. Glencore is the indirect owner of 80.08% of the shares in the capital of Rosh Pinah Zinc Corporation, the entity which owns the Rosh Pinah Mine. The remaining 19.92% of the shares of Rosh Pinah Zinc Corporation are owned by three Namibian empowerment companies. Brief History of the Rosh Pinah Mine The Rosh Pinah zinc deposit was first discovered in In , the Rosh Pinah Mine was put in liquidation. Subsequently, in 1996, PE Minerals was awarded the mining rights. In late 2011, Glencore purchased the majority interest (50.04%) in Rosh Pinah held by Exxaro Base Metals (Namibia) (Proprietary) Limited and a further 30.04% interest held by PE Minerals and Jaguar Investments Four (Proprietary) Limited, thereby giving Glencore an effective 80.08% interest in the Rosh Pinah Mine. Rosh Pinah Technical Report A more complete description of the Rosh Pinah Mine can be found within the technical report entitled Technical Report on the Rosh Pinah Mine, Namibia prepared by RPA (the Rosh Pinah Technical Report ), a copy of which is available on the Company s SEDAR profile. The below summary is a direct extract and reproduction of the summary contained in the Rosh Pinah Technical Report without material modification or revision and all defined terms used in the summary shall have the meanings ascribed to them in the Rosh Pinah Technical Report. The below summary is subject to all the assumptions, qualifications and procedures set out in the Rosh Pinah Technical Report. The Rosh Pinah Technical Report was prepared in accordance with NI by Qualified Persons. The reference numbers of the tables and figures set out in this section are those attributed by the Rosh Pinah Technical Report. For a complete description of the assumptions, qualifications and procedures associated with the following information, reference should be made to the full text of the Rosh Pinah Technical Report, which has been filed with the applicable regulatory authorities and is available under Trevali s profile on SEDAR, which can be accessed online at 28

42 Certain sections of the Rosh Pinah Technical Report are incorporated by reference in this Circular and the summary set forth below is qualified in its entirety with reference to the full text of the Rosh Pinah Technical Report. The authors of the Rosh Pinah Technical Report have reviewed and approved the scientific and technical disclosure contained in this Circular related to the Rosh Pinah Mine. Readers are encouraged to read the full Rosh Pinah Technical Report. PROPERTY DESCRIPTION AND LOCATION The Rosh Pinah underground zinc-lead mine and 1, tpd milling operation is located in southwestern Namibia, 800 km south of Windhoek and 20 km north of the Orange River, at the edge of the Namib Desert. The Rosh Pinah mine has been in continuous operation since 1969 and currently produces zinc and lead sulphide concentrates containing minor amounts of copper, silver, and gold. The zinc and lead concentrates are transported by road to Luderitz, a port on the Namibian Coast, and then shipped to the international spot markets. The Rosh Pinah mine is 80.08% owned by Glencore and 19.92% by Namibian Broad-Based Empowerment Groupings and an EEPS. The climate in Rosh Pinah, classified as a warm desert climate, is mostly arid and the most prevalent natural hazard is prolonged periods of drought. The topography of the immediate Rosh Pinah area is generally flat and borders large hills to the east which rise approximately 400 m above the mine elevation. Elevation varies between 420 m above sea level (MASL) and 800 MASL. LAND TENURE On November 13, 1995, the Namibian Ministry of Mines and Energy (MME) granted PE Minerals (Namibia) (Proprietary) Limited (PE Minerals) the Rosh Pinah mining licence (ML), ML 39. The licence is valid for a term of 25 years with an expiry date of November 12, The licence can be renewed for a further 20 years upon application to the MME. The ML requires payment of an annual fee, development of a works program, environmental compliance, commitment to seek local suppliers for fuel and lubricants, approval of the product takeoff agreement, and payment of taxes by permanent employees in Namibia. Mine production is subject to royalties at 3% of net market value payable to the Namibian state and 3% of net market value payable to PE Minerals. ML 39 covers an area of ha with an Accessory Works (AW) area consisting of 4,432.8 ha. It is mainly located on State Land (State-owned surface rights), however, it overlaps onto farms Namuskluft 88 and Spitskop III. RPZC currently holds Exclusive Prospecting Licence (EPL) 2616 which allows exploration for base, rare, and precious metals. EPL 2616 covers an area of 19, ha and overlaps onto Spitskop farm. EPL 2616, originally granted on September 27, 2000, will expire on November 30, EXISTING INFRASTRUCTURE The Rosh Pinah property is directly adjacent to the town of Rosh Pinah, where employees of both the Rosh Pinah and Skorpion Zinc mines reside and a number of private businesses are located. The mine power is directly supplied from NamPower (national power utility company of Namibia) utility through its grid system. The current demand of the mine is approximately 6.5 MVA and has an installed capacity of 8 MVA with two identical 5 MVA transformers. Water is supplied by NamWater (Namibia Water Corporation) from the Orange River by means of a ±20 km 250 mm pipeline with two pump stations, a base pump station, and a booster pump station. 29

43 HISTORY The Rosh Pinah mine has been in operation since 1969, excluding a short period during the 1990s when it was under care and maintenance. In 1964, mineral rights over the mineralization at Rosh Pinah was held by Moly Copper Mining and Prospecting Co. (SWA) Pty Ltd. (Moly Copper). Iscor Ltd. South Africa (Iscor South Africa) decided to explore the Rosh Pinah deposit and drilling commenced in Thereafter, sufficient reserves were proven to develop a mine and an operating company, Imcor Zinc, Pty Ltd (Imcor) was formed between Iscor and Moly Copper. Preparatory work and mine development commenced during 1967, with the first ore production starting in May A sharp drop in the zinc price towards the end of 1992 led the mine into a loss situation and a subsequent disagreement on the financing of the mine between the shareholders led to the liquidation of the mine in December After liquidation, and prior to November 20, 2003, Imcor was owned by Kumba Resources Limited (Kumba Resources), PE Minerals and Iscor Namibia. In November 2006, Kumba Resources changed its name to Exxaro Resources Limited (Exxaro). From 2008 until 2012, the Rosh Pinah mine was jointly owned by Exxaro, PE Minerals, Jaguar Investments Four (Proprietary) Limited (Jaguar), and the Employee Empowerment Participation Scheme (EEPS). On June 11, 2012, Glencore acquired an 80.08% interest in RPZC. The remaining 19.92% is owned by PE Minerals (3.14%), EEPS (1.19%), and Jaguar (15.57%), the Namibian Broad-Based Empowerment Groupings. Glencore is operationally responsible for management of RPZC. GEOLOGY AND MINERALIZATION Rosh Pinah mine is hosted by the Rosh Pinah Formation (Hilda Subgroup of the Port Nolloth Group), forming part of the Neoproterozoic Gariep Terrane deposited onto a Palaeo-Mesoproterozoic basement of granite gneisses and supracrustals. The base metal sulphides at the Rosh Pinah mine are contained within the approximately 30 m thick ore equivalent horizon (OEH). In the Rosh Pinah mine area, the Rosh Pinah Formation has been shown to be at least 1,250 m thick. The primary mineralization type at the Rosh Pinah mine is a silicified, grey to dark grey, fine-grained and laminated unit locally called microquartzite mineralization. It consists of alternating millimetre to centimetre wide bands of sulphides (sphalerite, pyrite and galena + minor chalcopyrite) and is believed to represent a classic sedimentary-exhalative (SEDEX) style exhalite. The argillite mineralization at the Rosh Pinah mine would be similarly derived, but diluted with background benthonic argillite. EXPLORATION STATUS Ever since the discovery of the Rosh Pinah mine, continued in-mine exploration has played a significant role in extending the life of the mine (LOM). The discovery of the WF3 zone has extended the official LOM and further deep-seated mineralization has potential to increase the life of operations far beyond the official LOM. Exploration targets have been outlined for northern and lower extensions of WF3 as well as for the AAB lens, which is located directly below the mined Southern lens. Geological interpretation utilizing OEH lithology, structures, grades, and existing knowledge of Rosh Pinah geology, has been used to outline an exploration target for WF3 of 10 Mt to 20 Mt grading 6% to 10% Zn, as well as an exploration target for AAB of 0.5 Mt to 1.0 Mt grading 5% to 8% Zn. The potential quantity and grade is conceptual in nature, and there has been insufficient exploration to define a Mineral Resource, as well, it is uncertain if further exploration will result in the target being delineated as a Mineral Resource. 30

44 Recent focus of the regional exploration program was on the Gergarub project, of which RPZC holds a direct 49% interest with Glencore owning an effective interest of 39%. The Gergarub project is located 13 km north of Rosh Pinah where economic concentrations of base metal mineralization were drilled out in joint venture with Skorpion Zinc Mining Company (Pty) Ltd. (Skorpion Zinc). Other targets on the exploration licence are also being investigated. MINERAL RESOURCES Geological interpretation and Mineral Resource estimation were completed by Rosh Pinah, and audited by RPA, with an effective date of December 31, The Mineral Resources have been completed to a level that meets industry standards and are compliant with the terms and definitions provided in CIM definitions as adopted by NI Rosh Pinah Mineral Resources are presented as a series of discrete lenses that are interconnected along the OEH. The dimensions of the envelope containing currently defined ore lenses are approximately 1,800 m long from north to south, 700 m wide from east to west, and 700 m deep at its thickest points. Rosh Pinah Mineral Resources, estimated as of December 31, 2016, are summarized in Table 1-1. At a cut-off grade of 4% Zn equivalent, total Measured and Indicated Mineral Resources are estimated to be 9,94 Mt grading 7.85% Zn and 1.51% Pb, containing 580,500 t of zinc and 150,200 t of lead. In addition, Inferred Mineral Resources are estimated to be 2.93 Mt grading 5.96% Zn and 1.06% Pb, containing 174,600 t of zinc and 31,000 t of lead. MINERAL RESERVES As at December 31, 2016, Proven and Probable Mineral Reserves total 5.1 Mt grading 8.8% Zn, 1.5% Pb, and 21 g/t Ag (Table 1-2). Mineral Reserves are estimated from the Measured and Indicated Mineral Resources. RPA has performed an independent verification of the block model tonnes and grade, and in RPA s opinion, the process has been carried out to industry standards. The 2016 Mineral Reserve estimation followed a new strategy as compared to previous years. This was primarily driven by a change in methodology and was supported by a new Software suite from Datamine. The approach entailed using Mineable Stope Optimizer (MSO) to determine an array of potentially minable stope shapes per level based on a selection of cut-off grades as determined using a Basic Mining Equation (BME). The resulting MSO stope shapes are compared to each other and ranked to identify which stopes should be used for further design refinement from which the final Mineral Reserve estimate would be derived. An approach to include mining dilution and mining recovery per phase of mining has been adopted. This is especially relevant in the WF3 lens where mining commenced in November From previous mining experience and through geotechnical investigations, the inclusion of a realistic dilution and mining recovery value has been adopted going forward to determine the Mineral Reserve tonnes and grade. The majority of Mineral Reserves are in the WF3 lens, which is more mineralogically and geotechnically complex than previously mined zones. MINING METHOD The Rosh Pinah mine has been in continuous operation since Underground mining methods are well established. The mine s orebodies are accessed via multiple declines. All mining is mechanized using drill rigs, scooptrams, and underground haulage trucks. Waste is hauled via declines to a surface waste dump or is placed in mined out stopes, where possible. Ore is dumped into an ore pass feeding a grizzly and primary crusher and is subsequently conveyed to the surface process plant. 31

45 Annual production is typically 600,000 t to 700,000 t of ore and this is met by three different mining areas supplying a blend of ore types to the concentrator. The blending is carried out to manage the levels of copper, manganese, and iron which detrimentally impact recovery of zinc and lead, as well as to maintain a constant zinc and lead grade feed. Mining is predominantly by sub-level open stoping, with a small section of the mine being mined using a modified-room-and-pillar method due to a flatter dip. Ore development level spacing for open stoping is between 15 m and 30 m depending on the ore thickness with drive width dimensions of 6 m wide and 4.5 m high. Blast holes (76 mm) for stoping are drilled from lower levels in a fan pattern using Atlas Copco Simba drill rigs. The burden is 1.9 m and toe spacing is 2.8 m. Emulsion explosives are used. Slot raises for stopes are drilled using an in-the-hole (ITH) drill and are drop-raised, where possible. Extraction of stopes starts on the upper levels and proceeds down dip. No backfill is used in the mine and sill or rib pillars are left where required for geomechanical purposes. The Rosh Pinah mine utilizes a fleet of Atlas Copco Boomer drill jumbos, seven Elphinstone AD 30 haulage trucks, one Bell 33 haulage truck, remote-capable Elphinstone scooptrams, including one R1300 unit, four R1600 units, and one R1700 unit, and two Atlas Copco Simba ITH dills. In addition, there are various service vehicles including forklifts, scissor lifts, explosive loading units, a roof bolter, a scaler, a secondary breaking unit, and low profile graders. MINERAL PROCESSING The process plant includes crushing, screening, and grinding followed by lead/zinc flotation and filtering to produce separate lead and zinc concentrates. The run of mine (ROM) ore is crushed in a primary crushing station, located underground from where it is conveyed into the beneficiation plant through a series of conveyor belts for further crushing, screening, and grinding. From the mill feed stockpiles, the ball mill is fed at a rate of 85 tonnes per hour (tph) to 90 tph solids feed. The ball mill is a 1,000 kw Osborn ball mill measuring 12 ft by 12 ft. Sodium cyanide is added in the mill to depress sphalerite and pyrite and Aerophine or Sodium Normal Propyl Xanthate (SNPX) is added to collect the galena. The milling circuit has two stages of cyclone classification in closed circuit with the mill to produce the lead flotation feed with a P 80 of 106 μm. A third stage of cyclones dewaters the flotation feed slurry to an optimal density. The product from the milling circuit is sent to a conditioner where frother is added before it passes on to four rougher tank cells. The concentrate from the roughers are sent to the lead column cell and the tails to two scavenger tank cells. Tails from the lead column cells are recycled back to the conditioner and the final concentrate sent to the lead concentrate thickener and belt filter for dewatering. The scavenger concentrates are also recycled back to the conditioner while the scavenger tails become the feed to the zinc circuit which first passes through two parallel intermediate thickeners. The main purpose of the intermediate thickeners is to recover and recycle process water back to the lead and milling circuit. The final lead concentrate from the belt filter is discharged onto a drying floor, where it is dried and stockpiled until loaded onto trucks for dispatch to the port of Luderitz. The underflow of the intermediate thickeners is fed to two zinc conditioners in series where copper sulphate is added to activate the sphalerite, SNPX added to collect the sphalerite, lime (occasionally to depress pyrite) and frother added. From the conditioners it is fed to a rougher tank cell which has its concentrate fed to a cleaner cell and its tails to a series of four scavenger tank cells. The concentrate from the cleaner cell feeds the final zinc column which in turn produces the final zinc concentrate which is sent to the zinc thickener and belt filter for dewatering. The final zinc concentrate from the belt filter is discharged onto a drying floor, where it is dried and stockpiled until loaded onto trucks for dispatch to the port of Luderitz. The tails from the cleaner cell is combined with that of the rougher tails that feed the scavenger cells. The final column tails and the scavenger concentrate are both recycled back to the conditioners. The scavenger tails is 32

46 sent to the tailings thickener. The tailings thickener is redundant and merely serves as surge tank whose underflow is pumped to the tailings dam. PROJECT INFRASTRUCTURE The mine power is directly supplied from NamPower (national power utility company of Namibia) utility through its grid system. Water is supplied by NamWater (Namibia Water Corporation) from the Orange River by means of a ±23 km 250 mm pipeline MARKET STUDIES Global zinc demand continues to rise by approximately 2% to 3% per annum (or 280,000 t to 420,000 t of zinc metal) driven by gross domestic product (GDP) growth, urbanization, and infrastructure development, and as a mid-cycle commodity with expanding markets for consumer goods (automobiles, appliances, etc.). Primary zinc supply is in deficit following the recent closures of global marquee mines (Brunswick-12, Century, and Lisheen). There is consensus forecast of a significantly tightening zinc market over the next several years as supported by both increasing zinc commodity pricing and global zinc smelting shortfalls due to inability to secure sufficient zinc concentrates in addition to decreasing Spot and Annual benchmark smelting charges from 2015 onwards. Wood Makenzie, an independent global commodity forecast consultant, is predicting robust zinc commodity prices over the short term averaging $1.46/lb in 2017 and $1.76/lb in In addition, lead, predominantly produced as by-product of zinc mining is also expected to strengthen during this period. ENVIRONMENTAL, PERMITTING AND SOCIAL CONSIDERATIONS Rosh Pinah mine has an Occupational Health, Safety and Environment Commitment (HSEC) Policy (2016) outlining their commitment to the prevention of pollution and the undertaking of business in an environmentally sound manner. These commitments are then implemented and managed through a certified ISO 14001:2004 Environmental Management System, which is valid until November 15, RPZC will need to convert this system to the 2015 ISO Standard which has been committed for A certified ISO 14001: 2015 Management System is not a legal requirement, however, it is a best practice principle and provides a benchmark for Environmental Management. RPZC s Environmental Management Plans (EMPs) provide the framework for Rosh Pinah mine s environmental management and includes regular monitoring and bi annual evaluation of environmental performance through compliance audits undertaken by an external consultant. Mining in Namibia is mainly regulated by the Minerals (Prospecting and Mining) Act 33 of 1992 (Minerals Act) as amended by the Minerals (Prospecting and Mining) Amendment Act 8 of In terms of the Minerals Act, an Environmental Impact Assessment (EIA) study must be furnished to the Ministry of Environment before a mining project can proceed. It should be noted that while this Act dealt with environmental matters arising from prospecting in mining, the Act predated the Environmental Management Act 7 of 2007 (Environmental Act), which came into force in The current authorizations for the operation are aligned with the Environmental Act. Finally, the Minerals Act provides that the holder of a mineral licence must take all steps to the satisfaction of the Minister to remedy any damage caused by any mining activities. In the case of larger mining operations, the Minister would almost invariably demand guarantees that could be used by the Ministry to remedy damage caused by mining activities; this is in the form of closure financial liability. Currently, there is no mandatory mechanism for the funding of Final Mine Closure Plan. In addition, to this overarching environmental legislation, aspect specific legislation is in place, including the Water Act, Act 54 (1956), Nature Conservation Ordinance, No. 4 (1975), Atmospheric Pollution Prevention Ordinance (1976) and the National Heritage Act (2004). All applicable environmental licences were valid at the time of the site visit and document review. 33

47 Rosh Pinah has historically been a mining village, built and managed by the mine for the employees of the mine. The town is inclusive of the Skorpion Zinc mine and the Rosh Pinah mine, and a joint-venture private company called RoshSkor was established to manage and operate the town as a private municipality. All services and infrastructure to operate and manage the village are provided through RoshSkor. RoshSkor is also responsible for the implementation of Corporate Social Responsibility (CSR) projects, which are currently funded between Skorpion Zinc and RPZC. RPZC is approached with various projects and assists with the funding for projects aligned with its corporate objectives. Programs include training in basic needlework, hand weaving of carpets, development initiatives in the informal settlement of Tutengeni which involves the upgrade of a school, training of locals for the removal of waste and waste segregation, cleaning of enviroloos, etc. Should Skorpion Zinc cease operations and/or retract funding in the town for CSI projects, there may be a risk that the local inhabitants of Rosh Pinah will turn to RPZC for greater assistance with funding. In addition, should Skorpion Zinc cease to operate, RPZC will need to implement a strategy to deal with the high unemployment rates in the town and provide additional assistance in developing small micro scale business enterprises that are self-sustainable post the life of mine. Key social challenges include strike action at the mine, critical skill availability in the local area, and relationship management with the workforce when it comes to change management in the operation. Strikes/ labour unrest pose a risk to the operation. Stakeholder Management Plans will need to be developed and implemented successfully to manage this aspect of the operation. CAPITAL COSTS Sustaining capital is mainly for equipment maintenance, exploration, mine development, mine equipment, process plant upgrades, and administration and information technology (IT). The business improvement capital of $7.3 million in 2017 is for the regrind project. Table 1-5 presents the LOM sustaining capital. TABLE 1-5 LIFE OF MINE SUSTAINING AND BUSINESS IMPROVEMENT CAPITAL COSTS Trevali Mining Corporation Rosh Pinah Mine ($ M) Total Engineering & HSEC Exploration Mine Development Mining Equipment Plant Administration & IT Total Sustaining Business Improvement Reclamation Total Capital OPERATING COSTS Table 1-6 details the forecast LOM operating costs per tonne milled. The operating costs are based upon a continuation of the current operations and operating practices. 34

48 TABLE 1-6 LIFE OF MINE OPERATING COSTS Trevali Mining Corporation Rosh Pinah Mine ($/t Milled) Total Mining Processing Maintenance Administration Total Information Regarding the Perkoa Mine Overview The Perkoa Mine and an approximately 1,800-2,000 tonne per day (tpd) milling operation is located in the Sanguie Province, approximately 120 km west of the capital city of Ouagadougou, Burkina Faso. The Perkoa Mine has been in operation since 2012 and currently produces zinc concentrates. Glencore is the indirect owner of 90% of the shares in the capital of Nantou, the entity which owns the Perkoa Mine. The remaining 10% owner of the shares of Nantou is the Government of Burkina Faso. Brief History of the Perkoa Mine The Perkoa zinc deposit was first discovered in Blackthorn Resources Ltd. ( Blackthorn ) of Australia acquired the Perkoa Mine in A feasibility study of the mine was completed in December Construction at the Perkoa Mine commenced in 2007 following the grant of an exploitation licence. Construction activity at the mine was suspended in July 2008 and the mine put on care and maintenance. The construction resumed in December 2010 following the formation of a joint venture with Glencore. The first delivery of zinc concentrate was made in early In May 2014, Blackthorn and Glencore reached an agreement whereby Glencore acquired Blackthorn s 27.3% interest in the Perkoa Project, thereby allowing Blackthorn to exit the Perkoa Project and increasing Glencore s interest to its current 90% level. Perkoa Technical Report A more complete description of the Perkoa Mine can be found within the technical report entitled Technical Report on the Perkoa Mine, Burkina Faso prepared by RPA (the Perkoa Technical Report ), a copy of which is available on the Company s SEDAR profile. The below summary is a direct extract and reproduction of the summary contained in the Perkoa Technical Report without material modification or revision and all defined terms used in the summary shall have the meanings ascribed to them in the Perkoa Technical Report. The below summary is subject to all the assumptions, qualifications and procedures set out in the Perkoa Technical Report. The Perkoa Technical Report was prepared in accordance with NI by Qualified Persons. The reference numbers of the tables and figures set out in this section are those attributed by the Perkoa Technical Report. For a complete description of the assumptions, qualifications and procedures associated with the following information, reference should be made to the full text of the Perkoa Technical Report. 35

49 Certain sections of the Perkoa Technical Report are incorporated by reference in this Circular and the summary set forth below is qualified in its entirety with reference to the full text of the Perkoa Technical Report. The authors of the Perkoa Technical Report have reviewed and approved the scientific and technical disclosure contained in this Circular related to the Perkoa Mine. Readers are encouraged to read the full Perkoa Technical Report. PROPERTY DESCRIPTION AND LOCATION The Perkoa mine is located in the Sanguié Province, approximately 120 km west of the capital city of Ouagadougou, Burkina Faso. The property s latitude and longitude are 12 o 22 N and 2 o 36 W. LAND TENURE The Perkoa mine consists of one exploitation permit (the Perkoa Exploitation Permit), which contains the Perkoa main zone deposit (Perkoa deposit) and two exploration permits (the Perkoa Exploration Permits), all located on contiguous ground. The Perkoa Exploitation Permit, held by Nantou Mining, was granted on March 20, 2007 and formally grants Nantou Mining the rights to develop and operate the Perkoa mine. It is scheduled to expire on March 20, Boundary Ventures Limited (BVL) holds 90% of the share capital of the exploitation company while the Burkina Faso State holds 10%, in accordance with the Mining Code. The total area of the Perkoa Exploitation Permit is 6.24 km 2 and the permit is of sufficient size for the mining operations. The Perkoa Exploitation Permit is surrounded by the Perkoa Exploration Permits, held by Nantou Exploration S.A. (Nantou Exploration), which currently cover a total area of km 2. Nantou Exploration is owned 100% by Glencore. The Burkina Faso Mining Law gives the exploration permit holder the exclusive right to explore for the minerals requested on the surface and subsurface within the boundaries of the exploration permit. EXISTING INFRASTRUCTURE The existing infrastructure and services are suitable to support the Perkoa mine. There is good road access to the mine site. All existing infrastructure in place is to support the local subsistence and small-scale agricultural practices. Power from the National Grid is deemed unreliable. The Perkoa mine generates its own power by diesel generators. Water is supplied by a pipeline from a recently constructed dam at Seboun, approximately 18 km to the northeast of the mine. HISTORY The Perkoa mine area has been explored and investigated by a variety of companies for approximately 38 years. The initial exploration was undertaken as part of a wider United Nations Development Program (UNDP) research program, however, this was followed by further exploration by La Société Minière et Métallurgique de Peñarroya (Peñarroya), Boliden AB (Boliden), Billiton Plc (Billiton) (now BHP Billiton), and Metorex (Pty) Limited (Metorex), before AIM Resources Ltd. (AIM Resources), which subsequently changed it s name to Blackthorn Resources Limited (Blackthorn Resources), took over the project in In late 2010, a joint venture between Blackthorn Resources (39.9%) and Glencore (50.1%) was formed (BVL). In March 2013, agreement was reached for Glencore to provide additional equity funding to the project. Blackthorn Resources elected not to fund its equity share of the $80 million funding and, as a result, its interest in the Project was diluted from 39.9% to 27.3%. In May 2014, Blackthorn Resources and Glencore reached an agreement whereby Glencore acquired Blackthorn s 27.3% interest in the Perkoa Project, thereby allowing Blackthorn Resources to exit the Perkoa Project and increasing Glencore s interest to its current 90% level. Production at the Perkoa mine commenced in May 2013 and is ongoing at present. 36

50 GEOLOGY AND MINERALIZATION The Perkoa deposit lies in a felsic to intermediary series of volcanic and volcanoclastic rocks, within the Paleoproterozoic Birimian Supergroup of West Africa. The prospective Birimian rocks in Burkina Faso are the same sequences that host major gold deposits in Burkina Faso and in neighbouring Ghana and Mali. The Birimian greenstone belts of West Africa are renowned for their gold mineralization, however, known occurrences of base metals are scarce. The Perkoa deposit represents the only significant Zn-Ag massive sulphide mineralization discovered in the Birimian to date and it is also the first Zn-Ag massive sulphide mineralization discovered in this region. The Perkoa project area is located in the central part of the Boromo greenstone belt, which comprises volcanic and sedimentary rocks of the Lower Palaeozoic Birimian Supergroup that have been metamorphosed to lower greenschist facies. At least three phases of deformation have affected the Boromo belt and mafic to felsic dykes and granitic bodies were emplaced in several intrusive phases. The Zn-Ag mineralization has been dated at 2,120 Ma to 2,141Ma (Billiton, 1998). In the Perkoa mine area, the Birimian sediments, lavas, and pyroclastics strike from northeast to southwest and generally dip steeply to the northwest. Several units of andesitic lavas with subordinate andesitic tuffs, separated by sequences of tuffs interlayered with fine grained clastic sediments, make up the lithological package in the project area. A number of syn-tectonic and post-tectonic intrusive bodies have been emplaced within the metasediments, which range from large plutons of granitic and dioritic composition, to smaller ultramafic to rhyolitic intrusions. Crosscutting lineaments with a northwest-southeast orientation are common although major displacements along these lineaments are rare. The Perkoa deposit has been classified as a volcanogenic massive sulphide (VMS) deposit. VMS deposits are lenses and sheets of massive sulphide that form from seafloor hydrothermal systems where metal rich fluids (black smoke) precipitate on (exhalative) or near the seafloor (sub-seafloor replacement.). The Perkoa mineralization occurs as a series of stacked, northeast-southwest striking tabular VMS lenses hosted, and separated by, tuffaceous material that has been overturned with an average dip of approximately 70. The deposit is unusual for its high concentrations of zinc and barium mineralization, and relatively low levels of lead and copper. MINERAL RESOURCES Geological interpretation and Mineral Resource estimation were completed by Perkoa and audited by RPA, with an effective date of December 31, 2016 (Table 1-1). The Mineral Resources have been completed to a level that meets industry standards and are compliant with CIM definitions. As of year-end 2016, total Measured and Indicated Mineral Resources are estimated to be 4.26 Mt grading 14.6% Zn, containing approximately 622,000 t of zinc. In addition, Inferred Mineral Resources are estimated to be 1.64 Mt grading 12.9% Zn, containing approximately 211,000 t. The geological interpretation comprised wireframes for mineralization and lithological domains, which were developed using Surpac software. The wireframes for lithology, including dykes, were generated based on logging of the major lithological units. The cut-off grade for mineralization wireframes was 5% Zn. Composites were made using Surpac software using the wireframe intercept technique where intercepts of the geological drill or channel traces are coded to the geological database. Composites were made for each domain, including lead, silver, pyrrhotite, pyrite, and density, at a 1.5 m length. A grade cap of 50% Zn was applied to the composites to avoid the use of anomalous data leading to local overestimation of the grade. A 5 m by 5 m by 5 m block model was constructed which was then sub-blocked down to a minimum size of 1.25 m. For each of the mineralization lenses, three methods of interpolation were applied in order to interpolate the zinc grade: kriging as a primary estimation method and inverse distance and nearest neighbour interpolation methods used for comparison and validation of the model against the kriging results. 37

51 RPA reviewed the Perkoa block model in Micromine software. The block model was validated by completing a series of visual inspections. The checks showed good agreement between drill hole composite values along sections and plans. The overall compiled Mineral Resource estimate had no material differences to that reported. MINERAL RESERVES As of year-end 2016, Proven and Probable Mineral Reserves total 2.48 Mt grading 15.1% Zn (Table 1-2). RPA is not aware of any mining, metallurgical, infrastructure, permitting, or other relevant factors that could materially affect the Mineral Reserve estimate. Mineral Reserves are estimated from the Measured and Indicated Mineral Resources. RPA has performed an independent verification of the block model tonnes and grade, and in RPA s opinion, the process has been carried out to industry standards. MINING METHOD The Perkoa mine is an underground operation, however, a small open pit was mined to reach near surface material during initial start-up to increase plant throughput as the underground mine ramped up production. The pit is now complete. Underground mining commenced in 2013 with contractors carrying out all aspects of the mining process. All mining operations are currently being carried out by a mining contractor, which supplies manpower and equipment. Nantou Mining personnel provide geological and engineering services. Longhole stoping is being used as the primary extraction method. There are several variations on this mining method employed such as longitudinal and transverse, with both bottom-up and top-down mining sequences. The exact method chosen is dependent on the orebody geometry. Stopes are backfilled either with cemented rock fill (CRF) or waste. Longitudinal bottom-up stoping has been used above 190 level. Due to the orebody width and mine sequencing, stopes between 190 level and 280 level are mined using the transverse method with primary and secondary stopes, with some longitudinal retreat mining occurring at the extremities of the orebody. Most of the primary stopes above 280 level have been mined out with the majority of the remaining ore to be mined as secondary stopes. A recoverable sill pillar is being established on 310 level in order to be able to convert the mining below 310 level to a longitudinal retreat method, which is expected to reduce the amount of development required. As well, a higher percentage of waste backfill instead of CRF can be used with this method which is expected to lower the mining cost. Bottom-up mining will be utilized between 340 level and 430 level and top-down longitudinal retreat will be utilized between 460 level and 520 level. The current limit of the Proven and Probable Mineral Reserves is at 430 level. The majority of the stopes below 430 level are in a portion of the orebody which is classified as an Inferred Mineral Resource. This area will require infill drilling in order to upgrade the Inferred Mineral Resource to a Measured or Indicated Mineral Resource. MINERAL PROCESSING The process plant at Perkoa is a conventional sulphide flotation plant capable of processing 1,800-2,000 tpd. The process plant includes crushing, screening, and grinding, followed by zinc flotation and filtering to produce a zinc concentrate. The process plant originally included a lead recovery circuit, however, this circuit is no longer used and has been reconfigured to increase capacity in the zinc recovery circuit due to higher zinc head grades. 38

52 The process plant has historically produced a zinc concentrate in the range of 50.0% to 53.0% (during four previous years of operation from 2013 to 2016) from head grades ranging from 6.3% Zn (open pit) to 15.0% Zn (underground). Recovery of zinc has been in the range of 89.3% to 96.7%. Zinc concentrates are trucked 1,200 km to the port of Abidjan, Côte d Ivoire. PROJECT INFRASTRUCTURE Current infrastructure includes power, water, sewerage, a diesel storage facility, fire protection, and explosives magazines. Buildings on site include change houses, office blocks, gate houses, a clinic, and ablution facilities. Appropriate security fencing and access control prevents inadvertent access onto the property and enhances safety. The supply of power from the national grid is unreliable. Power for all areas of the mine, with the exception of the underground mine, are supplied from the central power station. The power station has four 2.0 MW-6.6 kv Caterpillar 3516B-HD generators installed in an industrial type structure of masonry and corrugated iron construction with a concrete floor. Power usage at the central power station is approximately 2.5 MW to 3.2 MW, which means that normally three generators run at approximately 60% capacity, at any one time. As of December 2016, an 11 kv overhead power transmission line is being installed between the central power house and the mine switch room in order to supply power to the full site, including the mine, from the central power house. MARKET STUDIES Global zinc demand continues to rise by approximately 2% to 3% per annum (or 280,000 t to 420,000 t of zinc metal) driven by gross domestic product (GDP) growth, urbanization, and infrastructure development, and as a mid-cycle commodity with expanding markets for consumer goods (automobiles, appliances, etc.) Primary zinc supply is in deficit following the recent closures of large global mines (Brunswick-12, Century, and Lisheen). There is consensus forecast of a significantly tightening zinc market over the next several years as supported by both increasing zinc commodity pricing and global zinc smelting shortfalls due to inability to secure sufficient zinc concentrates in addition to decreasing Spot and Annual benchmark smelting charges from 2015 onwards. Wood Mackenzie, an independent global commodity forecast consultant, is predicting robust zinc commodity prices over the short term; averaging $1.46/lb in 2017 and $1.76/lb in ENVIRONMENTAL, PERMITTING, AND SOCIAL CONSIDERATIONS The Perkoa mine has a HSEC Policy (2014) outlining its commitment to the environment as well as procedures aligned to the requirements of applicable Burkina Faso legislation. These commitments are then implemented and managed through a HSEC system, which is aligned to the principles of ISO 14001:2004 Environmental Management System. Perkoa will need to convert this system to the 2015 ISO Standard which has been committed for A certified ISO 14001: 2015 Management System is not a legal requirement, however, it is a best practice principle and provides a benchmark for Environmental Management. The approved EMP integral to the ESIA provide the framework for Perkoa mine s environmental management. The EMP, based on the results of specialist studies, outline mitigation measures, including monitoring programmes, to reduce and manage negative impacts to the physical and social environment. Environmental audits must be carried out in accordance with the provisions of Article 4 of Decree No / PRES-TRANS / PM / MERH / MME / MlCA / MS / MlDT / MCT of October 28, 2015 laying down detailed rules for carrying out environmental audits. As per these requirements, regular monitoring and evaluation of environmental performance through compliance audits is undertaken by BUMIGEB. The Perkoa mine has areas of waste disposal including a tailings pond with additional extensions being implemented in 2017, waste treatment facilities, a scats stockpile and generates both general and hazardous waste. The mine currently has a tailings pond licensed by the Ministry of Environment that comprises three areas. At the 39

53 present stage of development of mine activities, only the first and second cells were constructed. The Perkoa mine proposes to build a third cell for the receipt of its mining waste for a period of two years. The third cell is required as the first cell is full and will be managed under a closure and rehabilitation process and the second cell is almost at the maximum of its nominal design storage capacity. The Perkoa mine has a procedure in place for publicizing recruitment, signed by Nantou Mining and the Youth Committee on June 12, 2015 to use only local unskilled labour and to favour local labour if qualification is required. Stakeholder management is being successfully managed on site by the implementation of a tripartite committee, comprised of representatives from Nantou Mining, the local community and the government. In terms of corporate social responsibility, projects are consistent with those as required by the EMP. In , social expenses, including compensation for displaced graves and structures, construction of replacement houses, Perkoa Health and Social Promotion Centre, community boreholes, and a literacy program, amounted to $1.2 million. The National HIV/AIDS infection rate for Burkina Faso is approximately 1.8% whereas in the local area of Perkoa the infection rate is approximately 2.3%. The elevated infections levels of HIV/AIDS within the Perkoa area need to be managed as it may be directly attributable to the social aspects of the mine. A request was received in June 2016 from a local committee for HIV/AIDS prevention for funding from Nantou Mining for an HIV/AIDS prevention program in the mine s surrounding communities. The mine is actively involved in the prevention of HIV/AIDS and was presented with an award for Significant Contribution to Community HIV/AIDS Program. Of concern, is the threat of malaria to the employees and contractors working at the mine. Although strict controls are put in place by the Perkoa mine, there were 413 cases of malaria recorded for Training and Awareness programs will need to be rolled out and extended beyond employees as infections may be occurring out of the mine workplace or camp site. CAPITAL COSTS Sustaining capital is mainly for mine development, process plant upgrades, tailings dam expansion, and power plant upgrades. Table 1-5 presents the Four Year Plan sustaining capital cost, including closure costs. TABLE 1-5 FOUR YEAR PLAN SUSTAINING CAPITAL COSTS Trevali Mining Corporation Perkoa Mine ($M) Total Mining Plant Tailings Dam Engineering HSEC Services Total Sustaining Closure Cost Total OPERATING COSTS Based on the operating cost experience to date, the Four Year Plan direct operating costs are summarized in Table

54 TABLE 1-6 FOUR YEAR PLAN DIRECT OPERATING COST Trevali Mining Corporation Perkoa Mine Units Total Mine $ M Plant $ M Indirect Costs $ M Total Direct Costs $ M Milled t ( 000) ,678.6 Cost/t Milled $/t Background to the Acquisitions The Acquisitions are the result of arm s length negotiations among representatives and legal, tax and financial advisors of Trevali and Glencore. The following is a summary of the principal events, meetings, negotiations, discussions and actions among the parties leading up to the execution by Trevali and Glencore of the Acquisition Agreements. The Board of Directors, with the assistance of Trevali s management and advisors, continually reviews and assesses Trevali s assets and financial profile and considers all available options that may be in the best interests of Trevali and its shareholders, including strategic acquisitions which would diversify Trevali s asset portfolio and increase its growth profile. Trevali s relationship with Glencore commenced in In September 2010, Trevali partnered with Glencore for the development, construction and operation of Trevali s Santander Mine in Peru and, in November 2012, the parties partnered again and entered into a concentrate off-take agreement for future metal concentrates produced at Trevali s Caribou Mine. Glencore also acquired, through its takeover (the Xstrata Acquisition ) of Xstrata PLC in May 2013, the right to purchase the concentrate off-take from the Half Mile Mine/Stratmat Deposit. In March 2012, Trevali sold 12,620,282 Common Shares to a wholly-owned subsidiary of Glencore for proceeds of US$18 million. Given the increasingly strong business relationship between the parties, Trevali offered Mr. Christopher Eskdale, global head of zinc industrial operations at Glencore, a Board seat in order to strengthen the Board. Mr. Eskdale joined the Board in March In connection with the Xstrata Acquisition, Dr. Mark Cruise, Chief Executive Officer of Trevali, approached Mr. Eskdale to enquire whether any non-core zinc assets would become available following the integration of Xstrata assets into Glencore. During the London Metal Exchange week in October 2014, additional discussions occurred between Dr. Cruise and Mr. Eskdale regarding the possibility of Trevali s acquisition of certain Glencore assets, specifically their African operations. In early 2015, Glencore granted Trevali access to an electronic data room containing confidential information relating to the Perkoa Mine and the Rosh Pinah Mine and representatives of Trevali commenced preliminary financial, legal and technical due diligence. Additionally, in June 2015, Trevali s technical team completed a site visit to the Rosh Pinah Mine. During the second half of 2015, a combination of adverse global market conditions for the base metals sector and Trevali s management focusing on the financing and commissioning of the Caribou Mine resulted in a deferral of discussions while both parties focused on their respective businesses. Following the strengthening of base metals, and in particular zinc, commodity prices coupled with the successful declaration of commercial production at the Caribou Mine on July 1, 2016, the parties decided to resume discussions. 41

55 On December 12, 2016, the Board formally retained BMO Capital Markets as its financial advisor and to provide the Board with an opinion as to the fairness, from a financial point of view, of the consideration to be paid by the Company pursuant to the potential transaction and on January 10, 2017, engaged Aird & Berlis LLP, legal counsel to the Company, regarding the potential transaction. On January 16, 2017, the Company retained RPA, and on January 20, 2017, the Company retained Advisian, a WorleyParsons Group company to perform a due diligence review of the Properties and to complete site visits to both the Perkoa Mine and the Rosh Pinah Mine in conjunction with Trevali senior management. On January 17, 2017, the Company retained PricewaterhouseCoopers, LLP ( PwC ) to perform a tax due diligence review of the proposed Acquisitions, including PwC also attending the site visits to both the Perkoa Mine and the Rosh Pinah Mine in conjunction with Trevali senior management. After receiving an update from management regarding Trevali s ongoing due diligence and the status of discussions with representatives from Glencore, the Board considered it to be advisable, given the nature of Trevali s long-standing relationship with Glencore, to form a special committee of independent directors. On January 13, 2017, the Board formed the Trevali Special Committee, comprised of Mike Hoffman, Tony Drescher and David Huberman, each determined to be independent, to review and consider any potential transaction with Glencore. On January 13, 2017, the Trevali Special Committee appointed Cassels Brock & Blackwell LLP ( Cassels ) to act as its independent legal counsel. On January 16, 2017, the Trevali Special Committee met with Cassels to discuss the Trevali Special Committee s mandate and appointed Mike Hoffman as its Chairman. The mandate included responsibility for reviewing and supervising the process to be carried out by Trevali and its professional advisors. The mandate also included considering, reviewing and making recommendations to the Board, through consultation with management of Trevali and any professional advisors deemed necessary, in respect of the proposed transaction and the recommendation to be made by the Board to the Company s shareholders. Following discussions and some minor revisions, the Trevali Special Committee decided to recommend that the Board approve the Trevali Special Committee mandate. The Trevali Special Committee also began discussions regarding the need to retain a separate and independent financial advisor. The Trevali Special Committee met with its legal counsel again on January 17 and January 18, 2017, to continue discussions regarding the engagement of a financial advisor and to review certain proposals submitted in that regard. As a result of the Trevali Special Committee s discussions, on January 18, 2017, the Trevali Special Committee decided to recommend that the Board approve the engagement of Cairn as financial advisor to the Trevali Special Committee and to provide the Trevali Special Committee with a fairness opinion. On January 20, 2017, Cairn was formally retained by the Trevali Special Committee. During the period from January 13 to March 12, 2017, with the assistance of their advisors, Trevali conducted further legal, tax, technical and financial due diligence. Trevali s Chief Executive Officer, Chief Financial Officer and Chair of the Trevali Special Committee, Trevali s technical team, along with representatives from RPA, WorleyParsons, and PwC, conducted site visits to the Rosh Pinah Mine from January 25 to 27, 2017, and to the Perkoa Mine from January 31, 2017 to February 2, Over the course of these visits, Trevali and RPA reviewed the mining and milling operations, reserves and resources and exploration potential at each of the sites with key onsite personnel in order to better understand each of the Rosh Pinah Mine and the Perkoa Mine, while PwC reviewed selected financial information. On February 9, 2017, the Board met to discuss the proposed transaction and to review the results of the financial and technical due diligence conducted to date, including the recently completed site visits to the Rosh Pinah Mine and the Perkoa Mine. Based on these results, the Board made the decision to proceed to the next level of due diligence. Over the course of the following week, representatives from each of Trevali and Glencore, along with their 42

56 financial and legal advisors, continued discussions regarding the potential transaction. On February 17, 2017, the Board and the Trevali Special Committee met with their financial and legal advisors and members of management. During the meeting, the Board was provided with an update on the status of the potential transaction, including the status of due diligence. BMO Capital Markets and Cairn then each provided the Board with an update on their respective financial analysis of the proposed transaction. A discussion of the various potential structuring scenarios ensued and management recommended to the Board that the Company proceed with a non-binding offer to Glencore on the terms discussed. The Board requested to meet in camera without management or advisors present during which time the Board decided to move ahead with the non-binding offer. Over the following days a proposal letter was prepared and, on February 20, 2017, Trevali sent a nonbinding offer to Glencore to express formally Trevali s interest in pursuing the proposed transaction, subject to confirmatory due diligence investigations and the negotiation of definitive agreements. On February 26, 2017, the Trevali Special Committee met with its legal counsel to discuss a draft nonbinding investor rights and governance term sheet prepared by Glencore as well as a key issues list reflecting the ongoing negotiations with Glencore. A discussion ensued and counsel to the Trevali Special Committee provided advice on the legal terms and conditions of the term sheet and the key issues list. Following discussions between representatives from each of Glencore and Trevali, with input from the Trevali Special Committee and its advisors, on February 27, 2017, Trevali s management circulated a final key issues list and recommended to the Trevali Special Committee that Trevali accept the final list and commence the drafting of definitive agreements. On February 28, 2017, the Trevali Special Committee discussed the final key issues list with management and its legal advisors and subsequently granted its recommendation to move forward with the drafting of definitive agreements based upon those terms. On March 7, 2017, the Trevali Special Committee met with Cairn and Cassels in order to receive a comprehensive preliminary presentation evaluating the financial aspects of the potential transaction and issues requiring further consideration. Members of the Trevali Special Committee also met with Trevali management to discuss certain outstanding issues and the Trevali Special Committee was advised that management would be meeting with Glencore to try and finalize these remaining issues over the ensuing days. On March 8, 2017, Trevali s management, the Chair of the Trevali Special Committee and representatives from Glencore, along with their respective legal counsel, met to resolve the remaining issues and work towards finalizing the definitive agreements. On March 11, 2017, the Board (excluding Christopher Eskdale) met with management and advisors in order to receive an update regarding certain remaining issues. From March 6 to March 13, 2017, negotiations continued between the parties, with input from their respective financial and legal advisors, and drafts of the definitive agreements continued to be exchanged. Face-toface meetings were also held during this time, together with representatives from Trevali and Glencore, between Aird & Berlis LLP, acting for the Company and McCarthy Tétrault LLP, acting for Glencore. The Board received periodic updates from management on the progress of negotiations and the settling of the definitive agreements. On March 13, 2017, the Trevali Special Committee met to review and consider the terms of the definitive agreements. Additionally at that meeting, Cairn presented its oral fairness opinion (subsequently confirmed in writing) that, on the basis of the assumptions and limitations to be set forth in the Cairn Fairness Opinion, as of the date of such opinion, the Consideration to be paid by Trevali pursuant to the Acquisitions is fair, from a financial point of view, to the Company. After careful consideration, including a thorough review of the transaction terms, the Cairn Fairness Opinion and other relevant matters, the Trevali Special Committee unanimously concluded: that the Cairn Fairness Opinion be accepted; that the Acquisitions are in the best interests of Trevali, considering the interests of the Shareholders; and that the Trevali Special Committee recommend that the Board approve the Acquisitions and 43

57 recommend to the Shareholders that they vote in favour of the Acquisitions. Shortly after the Trevali Special Committee meeting, the Board met to receive the recommendation of the Trevali Special Committee and to receive advice from its legal and financial advisors. BMO Capital Markets presented its oral opinion (subsequently confirmed in writing) that, on the basis of the assumptions and limitations to be set forth in the BMO Fairness Opinion, as of the date of such opinion, the Consideration to be paid by Trevali pursuant to the Acquisitions is fair, from a financial point of view, to Trevali. Based on the advice of its legal and financial advisors, including receipt of the BMO Fairness Opinion, the recommendation of the Trevali Special Committee, and its own assessment of the Acquisitions, including the terms and conditions of the definitive agreements, and the interests of the Shareholders, the Board (other than Christopher Eskdale, an interested director of Trevali who abstained from voting on the Acquisitions) unanimously resolved: to accept the recommendation of the Trevali Special Committee; that the Acquisitions are in the best interests of Trevali, considering the interests of the Shareholders; to approve Trevali entering into the Acquisition Agreements; and to recommend that the Shareholders vote in favour of the Resolutions. The Board also authorized Trevali to call and hold a special meeting of the Shareholders to consider matters relating to the Acquisitions. Immediately following the Board meeting, the definitive agreements were finalized, the Acquisition Agreements were executed and the Acquisitions and the Private Placement were publicly announced. Financing the Acquisitions Trevali intends to satisfy the aggregate purchase price for the Acquisitions by way of the following: approximately US$105 million from the Facility; approximately US$122.4 million from the gross proceeds of the Private Placement, as described in Private Placement below; and US$172.6 million from the issuance by Trevali to Glencore of 193,432,310 Common Shares at a deemed price at the Closing Date of US$0.89 (C$1.20 based on exchange rate of ) per Common Share in order to partially satisfy the purchase price for the Acquisitions. A description of the sources and uses of funds relating to the Acquisitions, transaction costs and costs associated with the redemption of the Notes, are set out in the table below. Certain of the amounts below are estimated and are subject to change. See Forward-Looking Information and Risk Factors. Sources (millions) (in U.S. Dollars) Uses (millions) (in U.S. Dollars) Facility (1) $190 Purchase Price for the Acquisitions (2) $400 Private Placement $197 Repayment of Existing Indebtedness (Glencore Peru Debt and Notes (including early payment fee of approximately $9 million on Notes)) $91 Working Capital $51 44

58 Sources (millions) (in U.S. Dollars) Uses (millions) (in U.S. Dollars) Consideration Shares to be issued to $172 Transaction Costs, M&A Fee Glencore (2) and Underwriter Commissions $17 Total Sources: $559 Total Uses: $559 Notes: (1) See Facility below. (2) The final fair value of the Consideration Shares will be based upon the price of the Common Shares on the Closing Date. Private Placement On March 29, 2017, Trevali completed the private placement of 220,455,000 Subscription Receipts at a price of C$1.20 per Subscription Receipt (the Private Placement ) for aggregate gross proceeds of approximately C$264.5 million. The gross proceeds of C$264,546,000, less 50% of the commission payable to the underwriters and the underwriters expenses incurred to March 29, 2017, was deposited into escrow and shall be released immediately prior to the completion of the Acquisitions upon the satisfaction of certain conditions (the Release Conditions ) in order to partially fund the Consideration. Each Subscription Receipt entitles the holder thereof to receive one Common Share for no additional consideration or further action on the part of the holder thereof upon satisfaction of the Release Conditions. Further details regarding the Release Conditions can be found in the subscription receipt agreement dated March 29, 2017 among Trevali, Computershare Trust Company of Canada and BMO Capital Markets, and the news releases of Trevali dated March 13, 2017 and March 29, 2017, copies of which are available under the Company s profile on SEDAR. If the Release Conditions are not satisfied prior to August 31, 2017, or the Acquisition Agreements are terminated pursuant to their terms, the escrow agent will return to the holders of the Subscription Receipts an amount equal to the aggregate purchase price paid for the Subscription Receipts held by them, together with a pro rata portion of interest earned on the escrowed proceeds and the Subscription Receipts will be cancelled and be of no further force or effect. Facility Trevali is in advanced discussions with a syndicate of lenders and expects to finalize a term sheet following the date of this Circular. Trevali anticipates that key terms will include a US$190 million, five year, senior secured, amortizing non-revolving credit facility (the Facility ) of which Trevali expects that (a) US$105 million will be used to fund a portion of the cash purchase price for the Acquisitions, and fees and expenses incurred in connection therewith, (b) US$40 million will be used to refinance currently outstanding debt obligations of Trevali s whollyowned subsidiary, Trevali Peru S.A., owing to Glencore and its affiliates, (c) approximately US$45 million will be used to redeem Trevali s 12.5% senior secured notes due May 30, 2019, of which C$60.9 million principal amount (plus accrued and unpaid interest and early repayment fee) is outstanding as at the date of this Circular (with a portion of the proceeds from the Private Placement being used to satisfy the balance of the redemption amount for the Notes), and (d) fees and expenses incurred in connection with the foregoing. Share Issuances to Glencore Trevali intends to satisfy the US$227.4 million equity portion of the purchase price of the Acquisitions from the issuance by Trevali to Glencore of 193,432,310 Common Shares (being the Consideration Shares) at a deemed price at the Closing Date of the Acquisitions of US$0.89 (C$1.20 based on exchange rate of ) per Common Share. 45

59 Consolidated Capitalization of Trevali Post-Acquisitions The following table sets forth Trevali s consolidated capitalization as at December 31, 2016, adjusted to give effect to any material changes in the share capital of Trevali since December 31, 2016, the date of Trevali s most recent audited consolidated annual financial statements, and further adjusted to give effect to the Acquisitions. The table should be read in connection with (i) the audited consolidated annual financial statements of Trevali as at and for the year ended December 31, 2016 including the notes thereto, and management s discussion and analysis thereof, (ii) Trevali s unaudited pro forma consolidated financial statements as at and for the year ended December 31, 2016 and the accompanying notes thereto attached as Appendix D to this Circular, (iii) the audited consolidated financial statements of Boundary Ventures as at and for the year ended December 31, 2016 attached as Schedule A to Appendix D to this Circular, (iv) the audited consolidated financial statements of GLCR Limited as at and for the year ended December 31, 2016 attached as Schedule B to Appendix D to this Circular, and the other financial information contained in or incorporated by reference to this Circular. (in thousands of C$) As at December 31, 2016 As at December 31, 2016 after giving effect to the Acquisitions Shareholders equity $344,950 $818,053 (1) Common Shares issued (2) 401,606, ,493,335 (3)(4) Total current assets $72,449 $245,745 Long-term debt (5) $72,958 $250,585 Notes: (1) Excluding the non-controlling interests. (2) Excluding Common Shares issuable pursuant to outstanding Options, warrants, bonus shares Restricted Share Units and Deferred Share Units. (3) Assumes issuance of the Consideration Shares and Common Shares issuable on conversion of the Subscription Receipts on the Closing Date. (4) Represents approximately % dilution to the Common Shares outstanding as of December 31, 2016, and an approximately % dilution to the Common Shares outstanding as of the date of this Circular. Shareholder approval is required in connection with the Acquisitions pursuant to the rules of the TSX as the Acquisitions materially affect control of Trevali. (5) Includes finance leases. Recommendation of the Board AFTER CAREFUL CONSIDERATION OF THE ACQUISITIONS, THE BOARD (OTHER THAN CHRISTOPHER ESKDALE, AN INTERESTED DIRECTOR OF TREVALI WHO ABSTAINED FROM VOTING ON THE ACQUISITIONS) UNANIMOUSLY RECOMMENDS THAT TREVALI SHAREHOLDERS VOTE IN FAVOUR OF THE RESOLUTIONS. Christopher Eskdale did not attend the formal component of the meeting of the Board during which the Board approved the Acquisitions. Reasons for the Recommendations Significantly Increases Production Scale While Maintaining Attractive Margins. Trevali expects that the Acquisitions will more than double its existing zinc production, adding approximately 250 million payable pounds of annual zinc production, while maintaining an attractive cash-cost profile. The Acquisitions are expected to position Trevali as a top-10 global zinc producer, further enhancing Trevali s position as the go-to name for zinc exposure and the only publicly-traded and pure-play intermediate zinc producer; 46

60 Enhances Cash Flow Generation and Maintains Conservative Balance Sheet. Upon the completion of the Acquisitions, Trevali expects that its refinanced balance sheet will reduce its weighted average cost of capital and will increase covenant flexibility to help pursue future growth initiatives; Increased Measured and Indicated Mineral Resources and Grade. The addition of the assets to be acquired pursuant to the Acquisitions will increase Trevali s total measured and indicated zinc resources and average measured and indicated zinc resource grade; Further Asset Diversification. The completion of the Acquisitions will further diversify Trevali s existing portfolio with four producing assets across a global platform; Increased Capital Markets Presence. Upon completion of the Acquisitions, Trevali will have a broader shareholder base with expected increased market liquidity and a larger public float than Trevali currently has. As of March 10, 2017, the business day prior to the announcement of the Acquisitions, Trevali had a pro forma market capital capitalization of approximately C$1.1 billion assuming the completion of the Acquisitions compared with Trevali s market capitalization of approximately C$0.5 billion on that date; Builds on Strategic Relationship with Glencore. The Acquisitions further build on Trevali s long-standing strategic relationship with Glencore, which will become a cornerstone investor in Trevali, with approximately 25.8% ownership of the issued and outstanding Common Shares. Through this strategic relationship, Trevali expects to have further access to Glencore s industry-leading operating and management teams; Technical Review of Assets to be Acquired. Trevali and its third party technical advisors undertook a detailed due diligence review of the assets to be acquired pursuant to the Acquisitions, covering legal, financial and operational aspects, and included site visits and detailed technical review of such assets; BMO Fairness Opinion. The Board received the BMO Fairness Opinion which states that, as of the date of such opinion and subject to the assumptions, limitations and qualifications contained therein, the Consideration to be paid by Trevali pursuant to the Acquisitions is fair, from a financial point of view, to Trevali; Cairn Fairness Opinion. The Trevali Special Committee received the Cairn Fairness Opinion which states that, as of the date of such opinion and subject to the assumptions, limitations and qualifications contained therein, the consideration to be paid by Trevali pursuant to the Acquisitions is fair, from a financial point of view, to Trevali; and Other Factors. The Board also considered the Acquisitions with reference to the current economic, industry and market trends affecting Trevali and the assets to be acquired pursuant to the Acquisitions, in their respective markets, information concerning the business, operations, property, assets, financial condition, operating results and prospects of Trevali and the assets to be acquired pursuant to the Acquisitions. In reaching their respective determinations and recommendations, the Trevali Special Committee and Board also observed that a number of procedural safeguards were and are present to permit Trevali to represent effectively the interests of Trevali and its Shareholders, including, among others: Trevali and its third party technical advisors undertook a detailed due diligence review of the assets to be acquired pursuant to the Acquisitions, covering legal, financial and operational aspects, and included site visits and detailed technical review of such assets; 47

61 The Board retained and received advice from experienced and qualified financial and legal advisors to assist in evaluating, negotiating and recommending the terms of the Acquisition Agreements and related agreements; The terms of the Acquisition Agreements and related agreements are the result of arm s length negotiations between Trevali and Glencore; Notwithstanding the limitations contained in the Acquisition Agreements on Trevali s ability to solicit interest from third parties, the Acquisition Agreements provide that if Trevali receives an unsolicited Acquisition Proposal, there is a mechanism to allow the Board to provide information with respect to Trevali to any person making such Acquisition Proposal, engage in discussions with, and otherwise cooperate or assist, the person making such Acquisition Proposal, and consider whether such Acquisition Proposal is more favourable, both financially and when taking other considerations and qualifications into account, to the shareholders of Trevali than Acquisitions would be, and that the applicable Acquisition Proposal would be a Superior Proposal; and In order for the Acquisitions to proceed, the Consideration Share Resolution and the Private Placement Resolution must each be approved by the affirmative vote of at least a majority of votes cast at the Meeting, excluding in each case Common Shares held by Glencore, its associates and affiliates. The Shareholder Rights Plan Termination Resolution must be approved by the affirmative vote of a majority of the votes cast by Independent Shareholders (as such term is defined in the Shareholder Rights Plan) represented in person or by proxy at the Meeting. Cairn Fairness Opinion The Trevali Special Committee retained Cairn as financial advisor to the Trevali Special Committee in connection with the Acquisitions. Cairn, as part of its engagement, agreed to render the Cairn Fairness Opinion in accordance with its customary practice as to the fairness of the Consideration to be paid by Trevali pursuant to the Acquisitions. At a meeting held on March 13, 2017, Cairn provided the Trevali Special Committee with an oral opinion, subsequently confirmed in writing, to the effect that, based upon and subject to the various assumptions, explanations and limitations set forth therein, the Consideration to be paid by Trevali pursuant to the Acquisitions was fair, from a financial point of view, to Trevali. The full text of the Cairn Fairness Opinion, which sets forth, among other things, the assumptions made, information reviewed and matters considered, and limitations and qualifications on the review undertaken in connection with the Cairn Fairness Opinion, is attached to this Circular as Appendix E. The Cairn Fairness Opinion is not intended to be and does not constitute a recommendation to any Shareholder as to how to vote or act at the Meeting. The Cairn Fairness Opinion was one of a number of factors taken into consideration by the Board and the Trevali Special Committee in considering the Acquisitions. This summary of the Cairn Fairness Opinion is qualified in its entirety by reference to the full text of the Cairn Fairness Opinion and Shareholders are urged to read the Cairn Fairness Opinion in its entirety. Engagement of Cairn Cairn was engaged by the Trevali Special Committee on January 20, 2017, to provide the Trevali Special Committee with various advisory services in connection with the Acquisitions including, among other things, the provision of the Cairn Fairness Opinion. On March 13, 2017, Cairn delivered to the Trevali Special Committee its oral opinion, later confirmed in writing, that, as of such date, and subject to the assumptions and limitations set out in the Cairn Fairness Opinion, the Consideration to be paid by Trevali pursuant to the Acquisitions, was fair, from a financial point of view, to Trevali. 48

62 Cairn received a fee for rendering the Cairn Fairness Opinion, which was neither contingent on the conclusions reached nor the successful completion of the Acquisitions. The Trevali Special Committee also agreed to reimburse Cairn for its reasonable out-of-pocket expenses and to indemnify Cairn against certain liabilities that might arise out of Cairn s engagement. Credentials of Cairn Cairn is an independent merchant bank based in Toronto, Canada. Cairn s principal activities include providing financial advisory services to public and private companies, including corporate finance, mergers and acquisitions. Cairn is also involved in making investments in public and private Canadian companies. The Cairn Fairness Opinion is the opinion of Cairn and the form and content therein have been approved for release by a committee of its senior management and legal counsel, each of whom is experienced in merger, acquisition, divestiture and fairness opinion matters. The Cairn Fairness Opinion was prepared in accordance with the Disclosure Standards for Formal Valuations and Fairness Opinions of Investment Industry Regulatory Organization of Canada ( IIROC ) but IIROC was not involved in the preparation or review of the Cairn Fairness Opinion. Independence of Cairn Neither Cairn, nor any of its affiliates, is an insider, associate or affiliate (as those terms are defined in the Securities Act (British Columbia) or the rules made thereunder) of Trevali, Glencore or any of their respective associates or affiliates (collectively, the Interested Parties ). In the two years prior to the date of the Cairn Fairness Opinion, no material relationship existed between Cairn and its affiliates and the Interested Parties pursuant to which compensation was received by Cairn or its affiliates as a result of such relationship. There are no understandings, agreements or commitments between Cairn and any of the Interested Parties with respect to future business dealings. Cairn may, in the future, in the ordinary course of business, provide financial advisory or other services to one or more of the Interested Parties from time to time and, in connection with any such services, Cairn may receive compensation. Scope of Review of Cairn In connection with rendering the Cairn Fairness Opinion, Cairn reviewed and/or discussed and relied upon, or carried out, among other things: drafts of the Acquisition Agreements and certain Ancillary Agreements; certain publicly available business and financial information relating to Trevali, Glencore and the assets to be acquired in the Acquisitions; the operations, prospects, financial and otherwise of Trevali and the assets to be acquired in the Acquisitions; the financial terms, to the extent publicly available, of certain comparable acquisition transactions; and such other information and other factors as Cairn deemed appropriate. Cairn also participated in discussions regarding the Acquisitions and related matters with Trevali s legal counsel, Aird & Berlis LLP. Assumptions and Limitations of Cairn For the purposes of Cairn s analysis and the Cairn Fairness Opinion, Cairn relied upon and assumed the completeness, accuracy and fair presentation of all financial and other information, data, advice, opinions, representations and other material obtained by Cairn from public sources or provided to Cairn by or on behalf of Trevali, in respect of the assets to be acquired in the Acquisitions or otherwise obtained by Cairn in connection with its engagement (the Information ). The Cairn Fairness Opinion is conditional upon such completeness, accuracy and fair presentation of any such Information. Cairn has not been requested to, and has not assumed any obligation to, independently verify the completeness, accuracy or fair presentation of any such Information. In preparing the Cairn Fairness Opinion, Cairn has assumed that the Acquisitions will be consummated in accordance with the terms set forth in the assets to be acquired in the Acquisitions without any waiver, amendment or delay of any terms or conditions and that the Private Placement and Facility will be consummated on terms no less favourable than those reviewed by Cairn. 49

63 Cairn is a financial advisor only and has relied upon, without independent verification, the assessment of Trevali and Glencore and their legal, tax, regulatory and/or geological advisors with respect to legal, tax, regulatory and/or geological matters. Cairn has not made any independent valuation or appraisal of the assets or liabilities of Trevali, Glencore or the assets to be acquired in the Acquisitions, nor has Cairn been furnished with any such appraisals. The Cairn Fairness Opinion does not address the relative merits of the Acquisitions as compared to any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available. Cairn expresses no opinion or recommendation as to how the shareholders of Trevali should vote at the Meeting. Cairn Fairness Opinion The Cairn Fairness Opinion states that, based upon Cairn s analysis and subject to the matters Cairn considered relevant, Cairn is of the opinion that, as of the date of the Cairn Fairness Opinion, the Consideration to be paid by Trevali pursuant to the Acquisitions is fair, from a financial point of view, to Trevali. BMO Fairness Opinion Pursuant to a letter agreement dated December 12, 2016, the Board retained BMO Capital Markets as financial advisor to the Board in connection with the Acquisitions. BMO Capital Markets, as part of its engagement, agreed to render a written opinion in accordance with its customary practice as to the fairness of the consideration to be paid by Trevali pursuant to the Acquisitions. At a meeting held on March 13, 2017, BMO Capital Markets provided the Board with an oral opinion, subsequently confirmed in writing, to the effect that, based upon and subject to the various assumptions, limitations and qualifications set forth therein, the Consideration to be paid by Trevali pursuant to the Acquisitions was fair, from a financial point of view, to Trevali. The full text of the BMO Fairness Opinion, which sets forth, among other things, the assumptions made, information reviewed and matters considered, and limitations and qualifications on the review undertaken in connection with the BMO Fairness Opinion, is attached to this Circular as Appendix F. The BMO Fairness Opinion is not intended to be and does not constitute a recommendation to any Shareholder as to how to vote or act at the Meeting. The BMO Fairness Opinion was one of a number of factors taken into consideration by the Board in considering the Acquisitions. This summary of the BMO Fairness Opinion is qualified in its entirety by reference to the full text of the BMO Fairness Opinion and Shareholders are urged to read the BMO Fairness Opinion in its entirety. Under the terms of the engagement, BMO Capital Markets will receive certain fees for its services, a substantial portion of which is contingent on the successful completion of the Acquisitions, and is to be reimbursed for reasonable out-of-pocket expenses. Furthermore, Trevali has agreed to indemnify BMO Capital Markets in respect of certain liabilities that might arise out of its engagement. The compensation of BMO Capital Markets for rendering the opinion under the BMO Engagement Agreement does not depend in whole or in part on the completion of any transaction, or on the conclusions reached in the BMO Fairness Opinion. The BMO Fairness Opinion was rendered on the basis of securities markets, economic, financial and general business conditions prevailing as of the date of the BMO Fairness Opinion and the condition and prospects, financial and otherwise, of Trevali and the assets to be acquired pursuant to the Acquisitions as they were reflected in the documents and information reviewed by BMO Capital Markets and as they were presented to BMO Capital Markets. BMO Capital Markets has disclaimed any undertaking or obligation to advise any person of any change in any fact or matter affecting the BMO Fairness Opinion which may come or be brought to the attention of BMO Capital Markets after the date of the BMO Fairness Opinion. Neither BMO Capital Markets nor any of its affiliates is an insider, associate or affiliate (as those terms are defined in the Securities Act (British Columbia) or the rules made thereunder) of Trevali or Glencore or any of their respective associates or affiliates. 50

64 THE ACQUISITION AGREEMENTS Overview The following is a summary of the principal terms of the Perkoa Acquisition Agreement and the Rosh Pinah Acquisition Agreement. This summary does not purport to be complete and is qualified in its entirety by reference to the Acquisition Agreements, which have been filed by Trevali on SEDAR. On March 13, 2017, Trevali, Glencore and certain of their respective subsidiaries and affiliates entered into the Acquisition Agreements, which Acquisition Agreements were subsequently amended on March 29, 2017 (the Acquisition Amending Agreements ). The sole purpose of the Acquisition Amending Agreements was to reallocate the cash and Share Consideration payable on the Closing Date. The Acquisition Amending Agreements did not change the aggregate US$400 million purchase price, subject to adjustments, payable to Glencore by Trevali. Under the Rosh Pinah Acquisition Agreement, subject to certain conditions, Trevali will acquire from Glencore International, an indirect wholly-owned subsidiary of Glencore, all of the outstanding share capital (the GLCR Shares ) of GLCR Limited ( GLCR ). GLCR, through a number of wholly-owned subsidiaries, owns approximately 80.08% of the outstanding share capital of Rosh Pinah Zinc Corporation, the entity which is the owner of the Rosh Pinah Mine. In addition, the Rosh Pinah Acquisition Agreement provides that Trevali, acting through its wholly-owned subsidiary, Trevali Bermuda (together with Trevali, the Trevali Purchasers ), will purchase from Glencore Bermuda, an indirect wholly-owned subsidiary of Glencore, a loan facility (the Glencore Finance Loan ), in the principal amount of approximately US$70 million plus interest accrued and owing extended by Glencore Bermuda in favour of Wilru, a wholly-owned subsidiary of GLCR. Under the Perkoa Acquisition Agreement, subject to certain conditions, Trevali Bermuda will acquire from Merope, an indirect wholly-owned subsidiary of Glencore, all of the outstanding share capital (the Boundary Venture Shares ) of Boundary Ventures Limited ( Boundary Ventures ). Boundary Ventures owns 90% of the outstanding share capital of Nantou Mining Burkina Faso SA ( Nantou ), the entity which is the owner of the Perkoa Mine. In addition, the Perkoa Acquisition Agreement provides that Trevali Bermuda will purchase from Merope a loan facility (the Merope Loan ), in the principal amount of approximately US$60.5 million plus interest accrued and owing extended by Merope in favour of Boundary Ventures. The aggregate purchase price payable by the Trevali Purchasers for the acquisition of the GLCR Shares and the Glencore Finance Loan (the Rosh Pinah Purchase Price ) is determined using a locked box mechanism. Under this approach, a reference date, in this case January 1, 2017 (being the Lock Box Date ) and related reference equity value amount, in this case US$204.8 million (the Locked Box Amount ), will be adjusted on the Closing Date by, among other things: 1. Subtracting (i) dividends or distributions made by GLCR or any entity that it owns (each a Member, and collectively the GLCR Group ), to any Glencore related party outside of such corporate group (the Glencore Group ), (ii) payments by a Member to any of the Glencore Group in respect of share capital, (iii) liabilities assumed by any Member to the benefit of any of the Glencore Group, (iv) the waiver by any Member of any amount owed to it by any of the Glencore Group, (v) any payments made or assets transferred by a Member to a member of the Glencore Group for goods or services outside of the ordinary course of business, and (vi) the amount, if any, by which the working capital of GLCR on April 1, 2017, the effective date (the Effective Date ) for the purposes of the locked box calculation, is less than US$10 million (all of the foregoing being collectively referred to as Leakage, but which is subject to certain limited exceptions, identified as Permitted Leakage ); 2. Adding the value of cash and cash-like contribution, if any, (the Capital Contribution Amount ) made to the capital of GLCR excluding the value of loans advanced and repaid in full after the date of the Rosh Pinah Acquisition Agreement and before the Closing Date; 3. Adding the amount by which the working capital of GLCR on the Effective Date is greater than US$10 million (the Working Capital Surplus ); and 51

65 4. Adding the interest accruing on (i) the Locked Box Amount and (ii) the Capital Contribution Amount, if any. The aggregate purchase price payable by Trevali Bermuda for the acquisition of the Boundary Venture Shares and the Merope Loan (the Perkoa Purchase Price ) is similarly determined using a locked box mechanism. However, in that instance, the Locked Box Amount has been set at US$195.2 million. As noted above, both the Rosh Pinah Purchase Price and the Perkoa Purchase Price are subject to a calculation process that begins with establishing a Locked Box Amount as an initial measure of the interests being purchased as of the Lock Box Date, which is adjusted by the amount of certain measures of additions or subtractions of value occurring between such date and the Closing Date, and further adjusted to the extent that the working capital of the applicable purchased company is greater or less than a target amount of US$10 million (in relation to each purchase price calculation) on the Effective Date. The payment of the Rosh Pinah Purchase Price will be made on the Closing Date by a combination of: (a) the issuance of 99,037,343 Common Shares issued at a deemed price of US$0.89 (C$1.20 based on exchange rate of ) (the Rosh Pinah Consideration Shares ) per Common Share for aggregate deemed consideration of approximately US$88.1 million, and (b) a cash payment of an amount equal to the amount of the Rosh Pinah Purchase Price less the deemed value of such Consideration Shares. The payment of the Perkoa Purchase Price will be similarly calculated, provided that 94,394,967 Common Shares (the Perkoa Consideration Shares, and, together with the Rosh Pinah Consideration Shares, the Consideration Shares ) will be issued at a deemed price of US$0.89 (C$1.20 based on exchange rate of ) per Common Share for aggregate deemed consideration of approximately US$84.0 million. Representations and Warranties Except as detailed in the immediately preceding section or as noted below, the Acquisition Agreements have substantially similar terms. Accordingly, in this section and the sections that follow, the terms of the Acquisition Agreements are described together, with the sellers under each of the respective Acquisition Agreements, being Glencore International (in the case of the Rosh Pinah Acquisition Agreement) and Merope (in the case of the Perkoa Acquisition Agreement) respectively, referred to collectively as the Glencore Sellers, and the Trevali Purchasers as purchasers under each of the respective Acquisition Agreements. Representations and Warranties of Glencore and the Glencore Sellers The Acquisition Agreements each contain a number of customary representations and warranties of Glencore and each of the Glencore Sellers relating to, among other things: due incorporation, existence and qualification; status, ownership, and right to dispose of the purchased shares and the Purchased Debt; due authorization and enforceability of the Acquisition Agreements and related transaction documents; non-breach of organizational documents, other contracts, or any applicable laws; and conflicts. Representations and Warranties of the Glencore Sellers regarding the Target Group In each of the Acquisition Agreements, the term Target Group refers to Boundary Ventures together with Nantou (in the case of the Perkoa Acquisition Agreement), and to GLCR together with its various subsidiaries (in the case of the Rosh Pinah Acquisition Agreement). The Acquisition Agreements each contain a number of customary representations and warranties of the applicable Glencore Seller in respect of the members of the applicable Target Group, relating to, among other things: due incorporation, existence, qualification, corporate structure and share capital of the Target Group; regulatory and permit matters affecting the business, including ownership of mining rights and related property interests; due authorization and enforceability of the Acquisition Agreements and related transaction documents; non-breach of organizational documents, other contracts, or any applicable laws; financial records; absence of undisclosed liabilities; material contracts; intellectual property; relationships with local communities; benefit plans; environmental matters; anti-corruption matters; litigation; insurance; related party transactions; hedging and forwards; and banking. 52

66 Additionally, in each of the Acquisition Agreements, the lender of each respective Target Loan (being Merope, in the case of the Perkoa Share Purchase Agreement, and Glencore Finance in the case of the Rosh Pinah Share Purchase Agreement) represents and warrants that their respective Target Loan is bona fide and enforceable. Representations and Warranties of the Trevali Purchasers The Acquisition Agreements each contain a number of customary representations and warranties of the Trevali Purchasers, relating to, among other things: due incorporation, existence, and qualification; due issuance and validity of the respective Consideration Shares; validity and enforceability of the Acquisition Agreements and related transaction documents; non-breach of organizational documents, other contracts, or any applicable laws; corporate structure and share capital; termination of the Shareholder Rights Plan; payment of dividends; compliance with laws; regulatory and permit matters affecting the business; litigation; conflicts; and transaction financing. Covenants Regarding the Acquisitions Pre-Closing Reorganization Pursuant to the Acquisition Agreements, the Glencore Sellers or the members of the Target Group have the right to request that the Trevali Purchasers and their subsidiaries cooperate with Glencore in structuring, planning and, if reasonably required by the applicable party, implementing a reorganization of the applicable Glencore Seller or its subsidiaries business, operations and assets (each a Pre-Closing Reorganization ) at a time to be mutually agreed in writing between the parties prior to the Closing Date, subject to customary limitations, including that any such actions be paid for by the Glencore Sellers. Transaction Financing The Acquisition Agreements provide that the Trevali Purchasers shall use their best efforts to negotiate, enter into, comply with and ultimately consummate definitive agreements with respect to financing the Acquisitions (encompassing both debt and equity and in particular, the Facility and the Private Placement) in an amount sufficient to fund the Rosh Pinah Purchase Price and Perkoa Purchase Price, respectively (the Transaction Financing ), and shall not permit any amendment, waiver or release of any provision under these definitive agreements, and shall not replace any of the Transaction Financing if such amendment, waiver or release or such replacement would be reasonably expected to prevent or impair the consummation of the Acquisitions. In the event that any portion of the Transaction Financing becomes unavailable or is reasonably expected to become unavailable, each of the Trevali Purchasers has agreed to use best efforts to arrange and obtain, as promptly as practicable, alternative financing in an amount sufficient to consummate the Acquisitions (the Alternative Transaction Financing ), and to keep the Glencore Sellers apprised of their progress regarding same. The Trevali Purchasers are also obligated to refrain from taking any action that could reasonably be expected to result in an insufficiency of financing to meet the respective Trevali Purchasers payment obligations under the applicable Acquisition Agreements (a Financing Failure ). Trevali and Trevali Bermuda also acknowledge that the successful closing of the Acquisitions is not conditional on the availability of Transaction Financing or Alternative Transaction Financing, and that they are obligated to consummate the Acquisitions irrespective and independently of the receipt of the Transaction Financing or the availability of the Transaction Financing or any Alternate Transaction Financing, subject to the satisfaction of the mutual conditions and conditions of closing for the benefit of the Glencore Sellers set out in the Acquisition Agreements. If there is a Financing Failure, and the Glencore Sellers elect to terminate the Acquisition Agreements, Trevali will be obligated to pay Glencore an aggregate expense reimbursement fee of US$1,000,000. See also Fees, Expenses and Termination Payments. Trevali has agreed to other customary covenants with respect to the Transaction Financing. The Glencore Sellers and Glencore have agreed to use reasonable efforts to cooperate with the Trevali Purchasers in connection with the arrangement and consummation of the Transaction Financing. 53

67 Trevali Shareholder Meeting Subject to the terms of the Acquisition Agreements, Trevali agreed to convene and conduct the Meeting as soon as practicable but in any event no later than May 23, Glencore agreed to vote or cause to be voted all of the Trevali shares that it currently owns or controls, directly or indirectly, in favour of the Resolutions. The Meeting has now been scheduled to be held on May 17, Trevali agreed that the Board of Directors would unanimously recommend to Shareholders that they vote in favour of each of the Consideration Share Resolution, the Private Placement Resolution and the Shareholder Rights Plan Termination Resolution. Trevali also agreed that this Circular would include a statement from the Trevali Locked-Up Shareholders indicating their intention to vote all of their Trevali shares in favour of each of the Consideration Share Resolution, the Private Placement Resolution and the Shareholder Rights Plan Termination Resolution. Acquisition Proposals Fiduciary Outs Upon signing, Trevali agreed that it would not, nor would it cause its subsidiaries to, solicit, assist, initiate, knowingly encourage or otherwise facilitate another party to make a proposal, offer or inquiry relating to any takeover bid, asset sale, share sale, or similar material transaction in respect of Trevali or any of its subsidiaries, or any other transaction which would reasonably be expected to impede, interfere with, or delay the Acquisitions (an Acquisition Proposal ), and that it would immediately notify Glencore of any such Acquisition Proposal, or any preliminary steps thereto. Trevali also agreed that it would not, nor would it cause its subsidiaries to, withdraw, modify or qualify, or propose to do so, in any manner adverse to Glencore or its affiliates, the approval or recommendation of the Acquisitions. Notwithstanding the foregoing, the Acquisition Agreements also provide that if Trevali receives an unsolicited Acquisition Proposal, there is a mechanism to allow the Board to consider whether it is more favourable, both financially and when taking other considerations and qualifications into account, to the shareholders of Trevali than the applicable Acquisition would be (in such case, a Superior Proposal ). If so, there is a mechanism contained in the Acquisition Agreements for Glencore to match the Acquisition Proposal. If Glencore does not do so within the relevant period, or if Glencore does so and the Board, acting in good faith and in accordance with their fiduciary duties, considers the initial Acquisition Proposal to still be a Superior Proposal, the Trevali Board may terminate the Acquisition Agreements, subject to the termination process and the payment of an aggregate US$9 million break fee to Glencore - as summarized below in the Section entitled Termination of the Acquisition Agreements. Conditions Precedent to the Closing of the Acquisitions Conditions for the Benefit of the Trevali Purchasers The obligations of the applicable Trevali Purchasers to complete the transactions contemplated by the Acquisition Agreements are subject to the satisfaction of the following conditions precedent, each of which is for the benefit of the applicable Trevali Purchaser and may only be waived by it in writing: certain specified representations and warranties of the Glencore Sellers and Glencore set out in the Acquisition Agreements (including those related to due incorporation, existence and corporate structure and share capital of the applicable Target Group) shall be true and correct as of the Closing Date as if made as of the Closing Date (other than any such representations that are made as of a specified date, which shall be so true and correct as of such specified date); the Glencore Sellers and Glencore shall each have, in all material respects, performed or complied with all of the obligations and covenants in the applicable Acquisition Agreement that must be performed or complied at or prior to closing; 54

68 the Glencore Sellers shall have taken all necessary corporate or other actions to complete the Pre-Closing Reorganization, if any, to the satisfaction of the Purchaser, acting reasonably; from the date of signing until the Effective Date, there shall not have occurred both a Perkoa Material Adverse Effect and a Rosh Pinah Material Adverse Effect, as those terms are defined more particularly in the Acquisition Agreements; Trevali shall have obtained shareholder approval of the Resolutions; and the applicable Glencore Sellers shall have delivered, or cause to be delivered, to the Trevali Purchasers certain customary closing deliverables. Conditions for the Benefit of the Glencore Sellers The obligations of the applicable Glencore Sellers to complete the transactions contemplated by the Acquisition Agreements are subject to the satisfaction of the following conditions precedent, each of which is for the benefit of the Glencore Sellers and may only be waived by it in writing: the representations and warranties of the Trevali Purchasers set out in the Acquisition Agreements and the Investor Rights and Governance Agreement, as applicable, shall be true and correct as of the Closing Date as if made as of the Closing Date (other than any such representations that are made as of a specified date, which shall be so true and correct as of such specified date); the Trevali Purchasers shall each have, in all material respects, performed or complied with all of the obligations and covenants in the Acquisition Agreements to be performed or complied with by such Person at or prior to the Closing Date; from the date of signing until the Closing Date, there shall not have occurred a Purchaser Material Adverse Effect, as that terms is defined more particularly in the Acquisition Agreements; there shall have been obtained from the TSX such approvals or consents as are required to permit the issuance, delivery and listing of the Consideration Shares and the Trevali Purchasers shall have furnished to the applicable Glencore Sellers a copy of such approvals and consents which, in form and substance, is satisfactory to that Glencore Sellers; the Shareholders shall have approved each of the Consideration Share Resolution and the Shareholder Rights Plan Termination Resolution, and Trevali shall have furnished the Glencore Seller a certified copy of each resolution evidencing such approval, which in form and substance is satisfactory to that Glencore Seller; the Shareholder Rights Plan shall have been terminated in accordance with its terms, and Trevali shall have furnished the Glencore Sellers evidence of such termination in form and substance satisfactory to the Glencore Sellers; pursuant to the Perkoa Acquisition Agreement, the Trevali Purchasers shall have procured replacement working capital credit facilities, and Glencore s existing credit support facilities shall have been discharged and terminated on terms and conditions satisfactory to the Glencore Sellers, acting reasonably; all amounts owing by Trevali pursuant to the existing working capital facility between Trevali and Glencore dated November 6, 2012 (the Glencore Facility ) shall have been (or immediately following the closing of the Acquisitions, will be) fully repaid; 55

69 Trevali shall have taken all necessary corporate or other actions to put into effect, on the Closing Date, certain governance arrangements described in the Investor Rights and Governance Agreement concerning the certain nominee directors designated by Glencore and the formation of the Advisory Committee; the Trevali Purchasers shall have delivered, or cause to be delivered, to the Glencore Sellers certain customary closing deliverables, as well as evidence of the cancellation of certain financing arrangements and the payment of certain transfer taxes; the Board shall have made and shall not have withdrawn, modified or qualified in a manner adverse to Glencore or its affiliates, the approval or recommendation of the Acquisition Agreements or the transactions contemplated thereby; the Board shall not have approved or recommended an Acquisition Proposal; Trevali shall have complied with its obligations regarding the redemption of the Notes, and the trustee for same shall have confirmed receipt of the amount of cash necessary to redeem such Notes on the Closing Date, or otherwise satisfy and discharge Trevali s obligations under the Notes as of the Closing Date; and the Purchaser shall have complied with all other closing delivery obligations. Regulatory Approval Conditions For the benefit of both parties, the closing of the Acquisitions is also conditional on certain regulatory approvals (the Competition Approvals, including, for the purposes of the Rosh Pinah Acquisition Agreement, approval of the Namibia Competition Commission pursuant to the Competition Act (2003) of Namibia (the Namibia Approval )). In addition, approval of the Competition Bureau under the Competition Act is required (the Canadian Competition Approval ) for the issuance of the Consideration Shares to Glencore. On April 10, 2017, Glencore and Trevali submitted the application for the Canadian Competition Approval and Glencore and Trevali expect to submit the application for the Namibian Competition Approval in April See also Competition Matters below. The closing of the Acquisitions (and the Private Placement) also requires the approval of the TSX which conditional approval was obtained on March 28, Other Covenants General Pursuant to the Acquisition Agreements, the Trevali Purchasers, Glencore and the Glencore Sellers have each agreed to certain covenants, including customary covenants relating to the operation of their respective businesses in the ordinary course as well as customary covenants regarding access to financial and operational information, public announcements, confidentiality, cooperation with filings and consents, compliance with laws, termination of certain agreements between the Glencore Sellers and other Glencore affiliates(and that certain other agreements, including existing offtake agreements, will remain in place), and transitioning away from the use of certain of Glencore s trademarks post-acquisition. Trevali and the Trevali Purchasers covenanted and agreed, from the date of the Acquisition Agreements to the Closing Date, unless Glencore otherwise agrees in writing or as otherwise contemplated or permitted by the Acquisition Agreements, that Trevali would, and would cause and each of its subsidiaries to, conduct their respective businesses in the ordinary course of business consistent with past practice and to use reasonable efforts to preserve its present business organization and goodwill, to keep available the services of its officers and employees as a group and to maintain satisfactory relationships consistent with past practice with suppliers, distributors, employees, Governmental Authorities and others having business relationships with them. The Acquisition Agreements also include customary limitations on actions that may be taken by the Trevali Purchasers during the 56

70 interim period prior to the Closing Date. Parallel covenants were made by Glencore and the Glencore Sellers for the benefit of the Trevali Purchasers. Leakage The Glencore Sellers shall use reasonable efforts to ensure that no Leakage shall occur between the date of the Acquisition Agreements and the Closing Date. The Acquisition Agreements also establish a claims procedure if the Trevali Purchasers wish to make a claim for losses in respect of any Leakage or any other error in the final calculation of the respective purchase prices. Competition Matters Pursuant to the Acquisition Agreements, the Trevali Purchasers and the Glencore Sellers agreed to use their respective reasonable best efforts to obtain, as soon as practicable, all necessary Competition Approvals. The Trevali Purchasers and Glencore Sellers agreed to file a request for an Advance Ruling Certificate from the Canadian Competition Bureau or, in the alternative, a No-Action Letter. To this end, on April 10, 2017, Glencore and Trevali submitted the application for Canadian Competition Approval and expect to submit the application for Namibian Competition Approval in April The Trevali Purchasers, Glencore and the Glencore Sellers agreed to cooperate with one another in connection with obtaining the various Competition Approvals required and agreed not take any actions or steps that would be reasonably likely to materially adversely impact the likelihood of receiving approval of same. The parties obligations with respect to obtaining Competition Approvals include using reasonable efforts to take such actions and steps required or advisable to obtain the Competition Approvals, and avoid or eliminate any concerns or impediments that may be asserted by any Governmental Authority with respect to the transactions contemplated by the Acquisition Agreements, so as to allow the closing to occur on or prior to the Outside Date. The parties are not, however, required to take any steps or actions that would reasonably be expected, either individually or in the aggregate, to materially diminish the benefits reasonably expected to be derived by the parties from consummating the transactions contemplated by the Acquisition Agreements. The Trevali Purchasers agreed not to take any action that shall have, or could reasonably be expected to have, the effect of delaying, impairing or impeding the granting or making of the Competition Approvals, unless approved in writing by Glencore. The parties further agreed to keep each other fully informed as to the status of and the processes and proceedings relating to obtaining the Competition Approvals and any other governmental review relating to the Acquisitions. The Trevali Purchasers also agreed to use reasonable best efforts to avoid, resolve or rescind any application, injunction, action order or proceeding brought forth by any governmental authority in respect of the Acquisitions. Glencore agreed to pay all filing fees incurred in connection with obtaining Canadian Competition Approval. Pursuant to the Rosh Pinah Acquisition Agreement, Trevali agreed to pay all filing fees in connection with all other required Competition Approvals, including fees associated with the Namibia Competition Approval. Technical Services Agreement and Heath Steele Option Agreement The parties have agreed to, as promptly as practicable after the signing of the Acquisition Agreements and in any event prior to the closing of the Acquisitions, negotiate and prepare in good faith: (i) the Technical Services Agreement; and (ii) the Heath Steele Option Agreement, and agreed to enter into both agreements on the Closing Date. See the headings Option to Acquire Heath Steele Property and Technical Services Agreement elsewhere in this Circular. Replacement of Credit Support Certain credit guarantees provided by Glencore in respect of working capital facilities (the Seller Credit Support ) for the Perkoa mining business will not be transferred to Trevali Bermuda on closing. Accordingly, pursuant to the Perkoa Acquisition Agreement, Trevali Bermuda has agreed to obtain or cause to be obtained 57

71 suitable credit support to replace the Seller Credit Support prior to closing, together with any other bonds, letters of credit, guarantees or other credit support that might be required to consummate the Perkoa Acquisition. Merope agrees to cooperate with Trevali Bermuda in connection with the foregoing, and to cause its subsidiaries to do the same. Resignation of Glencore Seller Group Directors and Officers The respective Trevali Purchasers shall cause each of the members of the applicable Target Group to hold a duly convened shareholders meeting promptly after the Closing to approve the various resignations of certain of the directors and officers thereof, which directors and officers will be so designated by the applicable Glencore Seller in consultation with Trevali (the Resigning Directors and Officers ). Effective as of the Closing Date, the Trevali Purchasers agree to, and to cause each of the applicable Target Group Members to, release the applicable Resigning Directors and Officers from all claims that the applicable Trevali Purchasers, the Target Group Members or any of their respective affiliates may have against any of them in their capacities as a director, officer, representative or employee, as applicable, for matters occurring prior to the closing of the Acquisitions. Glencore has agreed to use reasonable efforts to procure releases in favour of the applicable Trevali Purchasers from the Resigning Directors and Officers. Non-Solicitation From the Closing Date until December 31, 2018, except with the prior written consent of the applicable Trevali Purchasers, Glencore and its affiliates have agreed not to directly or indirectly make offers or invitations of employment, or solicit for employment, employ or otherwise contract for the services of any person who, at any time between January 1, 2016 and the date of the Acquisition Agreements, was an employee of any Target Group Member, unless said employee responds to a public solicitation, such as a newspaper job posting. This restriction does not preclude Glencore or Glencore s affiliates from seconding employees to the respective Target Group Members or otherwise engaging them in the operation of the applicable business. Indemnification Indemnification Provided by the Glencore Sellers Pursuant to the Acquisition Agreements, the Glencore Sellers agreed to indemnify the Trevali Purchasers and their directors, officers, and affiliates from and against all losses actually incurred by any of them arising out of or resulting from: any breach of representation or warranty of the Glencore Sellers or Glencore, provided that a notice of claim is delivered within a prescribed time period; and any breach of any covenant of the Glencore Sellers or Glencore, provided that a notice of claim is delivered within a prescribed time period, other than with respect to losses arising from breaches of covenants related to Leakage, for which Trevali must resort to a prescribed Leakage claims procedure. Indemnification Provided by Trevali and Trevali Bermuda Pursuant to the Acquisition Agreements, Trevali and Trevali Bermuda agreed to indemnify the Glencore Sellers and their directors, officers, and from and against all losses actually incurred by any of them arising out of resulting from: any breach of representation or warranty of Trevali or Trevali Bermuda, provided that a notice of claim is delivered within a prescribed time period; any breach of any covenant of Trevali or Trevali Bermuda, provided that a notice of claim is delivered within a prescribed time period; and 58

72 any facts, circumstances, actions or matters related to the Target Group Members arising post-closing, provided that such matters do not fall within the scope of the applicable Glencore Sellers indemnities. Procedures for indemnity claims are also provided in the Acquisition Agreements, both for direct and third party claims. Trevali, Trevali Bermuda, Glencore and the Glencore Sellers agree to use their respective reasonable efforts to collect any amounts available under insurance coverage, or otherwise recoverable from third parties alleged to be responsible, in respect of any indemnified losses. Indemnity claims are to be calculated net of the proceeds of such recoveries, as well as net of any tax benefits arising from the payment of indemnified losses. All parties are required to mitigate any indemnified losses, and indemnity payments can be adjusted based on such mitigation. For losses based on a breach of a representation or warranty of Glencore or the Glencore Sellers: (i) the minimum threshold in respect of individual claims brought by the Trevali Purchasers will be US$50,000 and no claim may be brought if such claim is for a lesser amount unless the aggregate amount of all such claims exceeds US$2 million; and (ii) other than in respect of fraud, the aggregate liability of the Glencore Sellers for all such losses will not exceed US$20 million, provided that this limit does not apply in the case of fraud by the Glencore Sellers. In connection with the Investor Rights and Governance Agreement to be entered into on the Closing Date, Trevali and the Trevali Purchasers have also agreed to indemnify Glencore and the Glencore Sellers for certain representations, warranties and covenants set out in such Investor Rights and Governance Agreement, subject to substantially similar indemnification thresholds as set out in the preceding paragraph. Termination of the Acquisition Agreements The Acquisition Agreements provide that they may be terminated at any time prior to the Closing Date: by mutual written consent of the applicable Trevali Purchasers and the applicable Glencore Sellers; by the Glencore Sellers if neither the applicable Glencore Seller nor Glencore is then in material breach of its obligations under the applicable Acquisition Agreement and the applicable Trevali Purchaser(s) breach any of its representations, warranties or covenants, and such breach would give rise to the failure of a condition of closing and cannot be or has not been cured within 15 days, and has not been waived by the applicable Glencore Seller; by the Trevali Purchasers if neither of the Trevali Purchasers is then in material breach of its obligations under the applicable Acquisition Agreement and the applicable Glencore Seller breaches any of its representations, warranties or covenants, and such breach would give rise to the failure of a condition of closing and cannot be, or has not been cured within 15 business days, and has not been waived by the applicable Trevali Purchaser(s); by the Trevali Purchasers if Trevali enters into a written agreement (other than a permitted confidentiality agreement) concerning a Superior Proposal, provided that a termination payment of US$4,500,000 per Acquisition (being US$9,000,000 in the aggregate) (each a Termination Payment ) is paid as liquidated damages, subject to customary conditions and to the concurrent termination of the other Acquisition Agreement, as applicable; by the Glencore Sellers if: (a) the Board shall have failed to recommend the Consideration Share Resolution or the Shareholder Rights Plan Termination Resolution as provided by the Acquisition Agreements; (b) the Board or any of its committees withdraws, modifies or qualifies, in a manner adverse to Glencore or its affiliates, the approval or recommendation of the Acquisition Agreements or the Acquisitions; (c) if the Board or any of its committees fails to publicly reconfirm its recommendations within five business days after having received a written request to do so from Glencore; or (d) the Board or any of its committees accepts, approves, recommends or publicly proposes to accept, approve or recommend an Acquisition Proposal; 59

73 by the Glencore Sellers, on the one hand, or the Trevali Purchasers, on the other hand, if the Acquisitions have not closed by the Outside Date; by the Glencore Sellers if Trevali fails to obtain Shareholder approval of the Resolutions at the Meeting, or, in any event, on or prior to the date that is five business days prior to the Outside Date; and by the Glencore Sellers if all conditions to closing have been met but the applicable Trevali Purchaser fails to complete the closing at the time of closing due to a Financing Failure. Fees, Expenses and Termination Payments In the event of the occurrence of specified termination events, Trevali is required to pay the Termination Payment to Glencore. Termination events associated with lack of Shareholder Approval or any Financing Failure provide the Glencore Sellers with the right to elect the payment of an aggregate of US$1,000,000 as reimbursement of expenses. Except as otherwise provided in the Acquisition Agreements, the Trevali Purchasers, Glencore and the Glencore Sellers agreed to each pay their own costs and expenses in connection with the negotiation, preparation and execution of the Acquisition Agreements and the Acquisitions. Investor Rights and Governance Agreement ANCILLARY AGREEMENTS On the Closing Date, Glencore and Trevali will enter into the Investor Rights and Governance Agreement, pursuant to which Trevali will grant certain rights to Glencore. The following is a summary of the principal terms of the Investor Rights and Governance Agreement. This summary does not purport to be complete and is qualified in its entirety by reference to the Investor Rights and Governance Agreement, substantially in the form attached as Exhibit B to the Perkoa Acquisition Agreement, which has been filed by Trevali on SEDAR. Trevali Board Composition and Glencore Nominees Glencore will have the right to nominate individuals to be elected or appointed to the Board (each, a Glencore Nominee ). Trevali and Glencore have agreed that, effective on the Closing Date, one additional Glencore Nominee (for a total of two at that time) shall be appointed to serve on the Board until the next annual general meeting of Trevali Shareholders following closing of the Acquisitions, at which point the Board is expected to comprise eight directors. Within 90 days from the Closing Date, Glencore shall have the right to appoint two additional independent directors to the Board. At such time, it is expected that Trevali will then have eight directors, of which five of the eight will be independent. Trevali has also agreed that the size of the Board shall not be increased above eight without Glencore s prior written consent. In the event the Board size is increased beyond eight, Glenore shall have the right to appoint its then pro rata shareholder interest multiplied by the number of directors comprising the Board (rounded up to the closest number of directors) provided that the number of Glencore Nominees to the Board shall not be fewer than four. Trevali has further agreed that in respect of every meeting of Shareholders at which the election of Trevali directors is to be considered, for so long as such Glencore Nominees satisfy Trevali s applicable director eligibility criteria, management of Trevali will recommend the Glencore Nominees identified in Trevali s proxy materials for election to the Board and vote any Common Shares in respect of which management has been granted a discretionary proxy in favour of the election of such Glencore Nominees. 60

74 Representation on Material Operating Subsidiaries and Committee Appointments Glencore shall have the right to appoint a Glencore Nominee, and the Company shall cause such Glencore Nominee to be appointed, to the board of directors or similar governing body of any material operating subsidiary of Trevali and, subject to applicable securities laws, to any committee of the Board (including audit, compensation, nominating, governance, sustainability, advisory, technical, safety, environmental and strategic transactions committees). Advisory Committee The parties have also agreed to establish an advisory committee ( Advisory Committee ) effective on the Closing Date. Through the Advisory Committee, Glencore and the Company shall collaborate and consult with one another in good faith with respect to technical and strategic decisions to be taken in furtherance of the exploration and development of the Company s properties and other assets. For clarity, the Advisory Committee shall not be a committee of the Board, but rather will review and advise the Company and the Board with respect to material decisions in respect to Trevali s Material Properties (provided that, for clarity, the role of the Advisory Committee is to provide recommendations to the Board on technical and other matters, and any recommendations of the Advisory Committee shall not be binding upon the Board and shall not override the fiduciary duties of the Board or fetter the directors discretion in any way). Without limitation, the mandate of the Advisory Committee will include: (i) advising and making recommendations to the management of Trevali in respect to each of its Material Properties, including with respect to technical aspects of mining feasibility, development and operations of such properties; matters relating the technical performance of such properties and other technical matters and (ii) advising and making recommendations to the management of the Company and the Board in respect to: senior staffing matters; life of mine plans and annual budgets; material capital expenditures; strategic initiatives; and any material transactions. The Advisory Committee will be made up of four members, two from Glencore and two from Trevali. It is anticipated that the Advisory Committee will meet quarterly. Deadlocks The Investor Rights and Governance Agreement contains a mechanism to resolve deadlocks of the Board. Ultimately if the deadlock cannot be resolved, the parties may refer the deadlocked matter to an independent expert. Glencore Voting Support The Investor Rights and Governance Agreement contains provisions that for the period running two years from the Closing Date, Glencore will agree to (i) be present in person or represented by proxy at all meetings of shareholders for the purpose of determining the presence of a quorum at such meetings, (ii) subject to certain exceptions, not vote against any management nominee to the Board, and (iii) vote in favour of the appointment of the Company auditor (provided that such auditor is a big four accounting firm). Consultation Right Under the Investor Rights and Governance Agreement, Trevali is (i) to provide Glencore with advance written notice if the Company proposes to enter into or take any material steps in connection with any equity, debt or other financing; and (ii) to provide notice to Glencore of an unsolicited proposal or expression from a third party with respect to a similar financing transaction, and in both cases, the Company shall consult with Glencore on the amount, nature and terms of such financing. Glencore Equity Rights If Trevali proposes to offer to issue any equity or participating securities or securities convertible or exchangeable into equity or participating securities during the term of the Investor Rights and Governance 61

75 Agreement, Glencore will be entitled to participate in such issuance on a pro rata basis, but only to the extent necessary to maintain its then proportional equity interest in Trevali. At least ten Business Days prior to the closing of any such proposed offering (or at least three Business Days prior to the launch or public announcement of a bought deal financing), Trevali will deliver to Glencore a notice in writing offering Glencore the opportunity to subscribe for a pro rata number of such securities and Glencore will be entitled, upon written notice to Trevali, to participate in the issuance by way of private placement at the same price and on the same terms offered by Trevali to any party. Equity Catch Up Right for Non-Cash Transactions Under the Investor Rights and Governance Agreement, Glencore shall also have the right to acquire its prorata share of any securities in relation to a Non-Cash Transaction. A Non-Cash Transaction is defined as any transaction whereby Trevali issues Common Shares or securities convertible or exercisable or exchangeable for Common Shares for non-cash consideration, or as a result of a consolidation, amalgamation, merger, arrangement, corporate reorganization or similar transaction or business reorganization resulting in a combined company. If Trevali completes a Non-Cash Transaction, it shall give Glencore notice of same. Glencore shall then have the right in the Company s next equity financing following closing of the Non-Cash Transaction, but subject to the rules and policies of the TSX, to allow Glencore to subscribe for such number of securities, on terms no less favourable to Glencore as those offered to other potential purchasers under such equity financing (but at a price that is the lower of (i) the consideration for which the equity securities are proposed to be offered for sale; and (ii) the value associated with the securities issued in the Non-Cash Transaction), so as to allow Glencore to maintain its ownership interest of Trevali held by Glencore immediately prior to the closing of the Non-Cash Transaction. Restrictions on Transfer of the Consideration Shares Upon the closing of the Acquisitions, Glencore is expected to hold approximately 25.8% of the aggregate outstanding Common Shares (taking into account the 220,455,000 Common Shares issuable on conversion of Subscription Receipts issued under the Private Placement). Glencore has agreed to certain transfer restrictions during a specified hold period (namely for the period running two years from the Closing Date) pursuant to which Glencore will not, without prior written consent of Trevali, sell, offer to sell, grant any option, right or warrant for the sale of, or otherwise lend, transfer, assign or dispose of the Consideration Shares or any other securities issued by Trevali convertible, exchangeable or exercisable into Consideration Shares or agree to do any of the foregoing or publicly announce any intention to do any of the foregoing, subject to certain exceptions. Registration Rights The Investor Rights and Governance Agreement provides that, subject to certain exceptions, if Trevali proposes to make a distribution or sale of Common Shares to the public for cash by means of a prospectus, other than by way of a bought deal, Trevali will promptly give written notice of the distribution to Glencore, including proposed pricing. Upon written request of Glencore, Trevali will use its commercially reasonable efforts to cause to be qualified in such distribution the applicable number of Common Shares held by Glencore requested by Trevali to be included. In addition, subject to certain customary exceptions, Trevali will use commercially reasonable efforts to include a proportional number of Common Shares held by Glencore in any bought deal offering. Standstill The Investor Rights and Governance Agreement provides that, subject to certain customary exceptions, for the three year period following Closing, Glencore has agreed not (i) acquire or agree to acquire, or make a proposal of offer to acquire, any securities or material assets of the Company or its affiliates; (ii) solicit of join in, or in any way participate, in a solicitation of proxies from the shareholders or otherwise attempt to influence the conduct of the Shareholders; (iii) engage in any discussions or negotiations, enter into any agreement, or act jointly or in concert with any their party to propose or effect the acquisition of securities of the Company or any of its material 62

76 assets; (iv) make any public announcements inconsistent with the Investor Rights and Governance Agreement; or (v) advise, assist, or knowingly encourage any person to do anything inconsistent with the foregoing or make any public announcement or other disclosure with respect to the foregoing, other than as may be required by applicable law. Offtake In addition to its existing offtake rights, Glenore shall have the right to be the sole and exclusive purchaser of all of the Company s ore, concentrate or any other products produced from any additional property or asset subsequently acquired or any property or asset otherwise put into production or operation, at prices and on other terms and conditions to be negotiated in good faith by the parties. In addition, if Trevali proposes to acquire a new property with an existing offtake arrangement in place then, subject to certain qualifications, Glencore shall be afforded a right to buy-out the existing offtaker. Restriction on Sale of Material Property Glenore shall have the right, for the three year period following the Closing Date, to approve the sale of any one of Trevali s Material Properties, subject to certain customary exceptions. Termination The Investor Rights and Governance Agreement, and substantially all the rights above described, will terminate upon Glencore beneficially owning less than 10% of the outstanding Common Shares for a period of 30 days (subject to certain limited exceptions). Technical Services Agreement On the Closing Date, Trevali and Glencore have agreed to enter into a technical services agreement (the Technical Services Agreement ). Such agreement will memorialize certain technical and other services that Glencore has provided to Trevali to date in connection with Trevali s Santander Mine and Caribou Mine and provide for the provision of such services at the Perkoa Mine and the Rosh Pinah Mine. A term sheet outlining the salient provisions of the proposed Technical Services Agreement is attached as Exhibit A to the Perkoa Acquisition Agreement (which has been filed under the Company s profile on SEDAR). The following is a brief summary of the key provisions to be contained in the Technical Services Agreement. The services to be provided (herein Services ) shall include certain services to be provided by Glencore in respect to Trevali s four key properties (namely the Caribou Mine, Santander Mine, Perkoa Mine and Rosh Pinah Mine) may include services relating to mine geology, mine planning, engineering, finance, accounting, tax matters, legal matters, general management, corporate affairs and government relations. The fees payable for the Services shall be agreed by the parties and attached as a schedule to the Technical Services Agreement. The proposed term for the Services to be provided shall be indefinite; provided, however, such Technical Services Agreement will terminate earlier in certain circumstances including, without limitation, material default by a party. The Technical Services Agreement will also contemplate that Glencore employees could be seconded to Trevali on terms to be agreed by the parties. This secondment right formalizes the arrangement that Glencore and Trevali presently have in place. The Technical Services Agreement will also contain customary provisions with respect to rights of access; data protection; indemnification; limitation of liabilities and confidentiality. Voting Support Agreements Each Voting Support Agreement sets forth, among other things, the terms and conditions upon which each Trevali Locked-Up Shareholder has agreed, among other things, to vote all of the Common Shares currently owned, controlled or directed, directly or indirectly, by such Trevali Locked-Up Shareholder in favour of the Resolutions. This summary is qualified in its entirety by the full text of the Voting Support Agreements which are available under Trevali s profile on the SEDAR website at 63

77 Each of the Trevali Locked-Up Shareholders, holding an aggregate of 5,109,212 Common Shares (representing approximately 1.3% of the outstanding Common Shares as of April 3, 2017) have entered into a Voting Support Agreement, pursuant to which each Trevali Locked-Up Shareholder has agreed, among other things, to vote, consent or otherwise approve (including by written consent in lieu of a meeting), the Common Shares owned legally or beneficially, either directly or indirectly, by each Trevali Locked-Up Shareholder, or over which such Trevali Locked-Up Shareholder exercises control or direction, either directly or indirectly (the Subject Securities ), in favour of the approval of the Resolutions. Option to Acquire Heath Steele Property On the Closing Date, it is contemplated that Trevali, as optionee, and Glencore Canada, as optionor, will enter into a five year option agreement to grant Trevali the right to acquire, for no consideration, a 100% undivided interest (the Heath Steele Option ) in the former producing Heath Steele property located in New Brunswick, Canada (the Heath Steele Property ). The rights and obligations of the parties in relation to the Heath Steele Option shall be set out in a definitive option agreement ( Heath Steele Option Agreement ) entered into by the parties. A term sheet outlining the salient provisions of the proposed Heath Steele Option is attached as Exhibit C to the Perkoa Acquisition Agreement which has been filed under the Company s profile on SEDAR. Among other things, such Heath Steele Option Agreement shall contain customary representations, warranties, covenants and indemnification provisions. RISK FACTORS Shareholders should carefully consider the following risk factors in evaluating whether to approve the Resolutions. These risk factors should be considered in conjunction with the other information included in this Circular, including certain sections of documents publicly filed, which sections are incorporated by reference herein. Risk Factors Relating to the Acquisitions There can be no certainty that all conditions to the Acquisitions will be satisfied. Failure to complete the Acquisitions could negatively impact the share price of Trevali or otherwise adversely affect the business of Trevali. Each of Trevali and Glencore has the right to terminate the Acquisition Agreements in certain circumstances. Accordingly, there can be no certainty, nor can Trevali provide any assurance, that the Acquisition Agreements will not be terminated by either Trevali or Glencore before the completion of the Acquisitions. In addition, the completion of the Acquisitions are subject to a number of conditions precedent, certain of which are outside the control of Trevali and Glencore, including Shareholders approving the Resolutions and required regulatory approvals being obtained by the parties. There can be no certainty, nor can Trevali provide any assurance, that these conditions will be satisfied. If for any reason the Acquisitions are not completed, the market price of Common Shares may be adversely affected. Certain costs related to the Acquisitions, such as legal, accounting and certain financial advisor fees, must be paid by Trevali even if the Acquisitions are not completed. In addition, depending on the circumstances in which termination of the Acquisition Agreements occurs, Trevali may have to pay a termination fee or expense reimbursement fee to Glencore pursuant to the Acquisition Agreements. Mineral Reserve and Mineral Resource figures pertaining to the Perkoa Mine and the Rosh Pinah Mine are only estimates and are subject to revision based on developing information. Information pertaining to Mineral Reserves and Mineral Resources presented in this Circular or incorporated by reference herein, including such information as it pertains to the Perkoa Mine and Rosh Pinah Mine, are estimates and no assurances can be given as to their accuracy. Such estimates are, in large part, based on interpretations of geological data obtained from drill holes and other sampling techniques. Actual mineralization or formations may be different from those predicted. Mineral Reserve and Mineral Resource estimates are materially dependent on the prevailing price of minerals, including zinc, and the cost of recovering and processing minerals at the individual mine sites. Market fluctuations in the price of minerals, or increases in recovery costs, as well as 64

78 various short-term operating factors, may cause a mining operation to be unprofitable in any particular accounting period. The estimates of Mineral Reserves and Mineral Resources attributable to any specific property are based on accepted engineering and evaluation principles. The estimated amount of contained minerals in Proven and Probable Mineral Reserves does not necessarily represent an estimate of a fair market value of the evaluated properties. Trevali may not realize the benefits of the growth projects of the Perkoa Mine and the Rosh Pinah Mine. As part of its strategy, Trevali will continue its efforts to develop new base metal projects and will have an expanded portfolio of such projects as a result of the Acquisitions. A number of risks and uncertainties are associated with the development of these types of projects, including political, regulatory, design, construction, labour, operating, technical and technological risks, uncertainties relating to capital and other costs and financing risks. The level of production and capital and operating cost estimates relating to the expanded portfolio of growth projects, which are used in establishing Mineral Reserve estimates for determining and obtaining financing and other purposes, are based on certain assumptions and are inherently subject to significant uncertainties. It is very likely that actual results for Trevali s projects will differ from its current estimates and assumptions, and these differences may be material. In addition, experience from actual mining or processing operations may identify new or unexpected conditions which could reduce production below, and/or increase capital and/or operating costs above, Trevali s current estimates. If actual results are less favourable than Trevali currently estimates, the Company s business, results of operations, financial condition and liquidity could be materially adversely impacted. There can be no certainty that all conditions precedent to the Acquisitions will be satisfied. The completion of the Acquisitions is subject to a number of conditions precedent, certain of which are outside of the control of the Company, including approval of the Resolutions by the Shareholders at the Meeting and the Competition Approvals. There can be no certainty, nor can the Company provide any assurance, that these conditions will be satisfied or, if satisfied, when they will be satisfied. If such conditions are not satisfied, the Acquisitions will not be completed and Trevali may need to pay a termination fee or expense reimbursement fee to Glencore. Trevali directors and executive officers may have interests in the Acquisitions that are different from those of the Shareholders. In considering the recommendation of the Board to vote for the Resolutions, Shareholders should be aware that certain directors and executives officers of the Company have agreements or arrangements that provide them with interests in the Acquisitions that differ from, or are in addition to, those of Shareholders generally. See Interests of Certain Persons or Companies in Matters to be Acted Upon. The integration of Nantou and Rosh Pinah Zinc Corporation may not occur as planned. The Acquisition Agreements have been entered into with the expectation that its successful completion of the Acquisitions will result in increased zinc production, increased earnings and cost savings by taking advantage of operating and other synergies to be realized from the consolidation of Nantou and Rosh Pinah Zinc Corporation and enhanced growth opportunities for the Company. These anticipated benefits will depend in part on whether the operations of Nantou and Rosh Pinah Zinc Corporation can be integrated in an efficient and effective manner. Most operational and strategic decisions and certain staffing decisions with respect to the integration of Nantou and Rosh Pinah Zinc Corporation have not yet been made. These decisions and the integration of the companies will present challenges to management, including the integration of systems and personnel of the companies, and special risks, including possible unanticipated liabilities, unanticipated costs, and the loss of key employees. The performance of operations acquired from Nantou and Rosh Pinah Zinc Corporation in the Acquisitions after completion of the Acquisitions could be adversely affected if the Company cannot retain key employees to assist in the integration and operation of Nantou and Rosh Pinah Zinc Corporation. As a result of these factors, it is possible that the cost reductions and synergies expected from the combination of Nantou and Rosh Pinah Zinc Corporation will not be realized. In addition, such synergies assume certain realized long-term metals and commodities prices and foreign 65

79 exchange rates. If actual prices were below such assumed prices, the realization of potential synergies could be adversely effected. Trevali may be subject to significant capital requirements and operating risks associated with its expanded operations and its expanded portfolio of international growth projects. Trevali must generate sufficient internal cash flows and/or be able to utilize available financing sources to finance its growth and sustain capital requirements. If Trevali does not realize satisfactory prices for the zinc that the Perkoa Mine and the Rosh Pinah Mine produce, it could be required to raise very significant additional capital through the capital markets and/or incur significant borrowings to meet its capital requirements. These financing requirements could adversely affect Trevali s credit ratings and its ability to access the capital markets in the future to meet any external financing requirements Trevali might have. If there are significant delays in when these projects are completed and are producing on a commercial and consistent scale, and/or their capital costs were to be significantly higher than estimated, these events could have a significant adverse effect on Trevali s results of operations, cash flow from operations and financial condition. As the Perkoa Mine and the Rosh Pinah Mine are located in Burkina Faso and Namibia, respectively, such mining operations will be subject to risks related to doing business in foreign jurisdictions, which include but are not limited to: uncertain or unpredictable laws, regulations or shifts in political conditions or policies, including those related to taxation, ability to obtain government permits, government seizure of land or mining claims or limitations on ownership or property or mining rights; war, acts of terrorism and civil disturbances; and limitations on the repatriation of earnings. In addition, Trevali s mining operations and processing and related infrastructure facilities are subject to risks normally encountered in the mining and metals industry. Such risks include, without limitation, environmental hazards, industrial accidents, labour disputes, changes in laws, taxation, technical difficulties or failures, late delivery of supplies or equipment, unusual or unexpected geological formations or pressures, cave-ins, pit-wall failures, rock falls, unanticipated ground, grade or water conditions, flooding, periodic or extended interruptions due to the unavailability of materials and force majeure events. Such risks could result in damage to, or destruction of, mineral properties or producing facilities, personal injury, environmental damage, delays in mining or processing, losses and possible legal liability. Any prolonged downtime or shutdowns at Trevali s mining or processing operations could materially adversely affect Trevali s business, results of operations, financial condition and liquidity. Title Matters. Although Trevali has taken steps to verify the title to the properties associated with the Perkoa Mine and the Rosh Pinah Mine, in accordance with industry standards for the current stage of development and exploration of such mines, these procedures do not guarantee title (whether of the target companies or of any underlying vendor(s) from whom the Company may be acquiring its interest). Title to mineral properties may be subject to unregistered prior agreements or transfers, and may also be affected by undetected defects or the rights of indigenous peoples. There may be potential undisclosed liabilities associated with the Acquisitions. In connection with the Acquisitions, there may be liabilities that Trevali failed to discover or was unable to quantify in its due diligence (which was conducted prior to the execution of the Acquisition Agreements). The representations, warranties and indemnities contained in the Acquisition Agreements have certain survival periods and indemnification thresholds that would need to be met before a misrepresentation would be actionable. The unaudited pro forma consolidated financial statements of Trevali are presented for illustrative purposes only and may not be an indication of Trevali s financial conditions or results of operations following the Acquisitions. The unaudited pro forma consolidated financial statements contained in this Circular are presented for illustrative purposes only as of their respective dates and may not be an indication of the financial condition or results of operations of Trevali following the Acquisitions for several reasons. For example, the unaudited pro forma consolidated financial statements have been derived from the respective historical financial statements of Trevali, Boundary Ventures and GLCR and certain adjustments and assumptions made as of the dates indicated therein have been made to give effect to the Acquisitions and the other respective relevant transactions. The information upon which these adjustments and assumptions have been made is preliminary and these kinds of adjustments and 66

80 assumptions are difficult to make with complete accuracy. See Management Information Circular - Forward- Looking Information. Moreover, the unaudited pro forma consolidated financial statements do not reflect all costs expected to be incurred by Trevali in connection with the Acquisitions. For example, the impact of any incremental costs incurred in integrating Trevali, Boundary Ventures and GLCR is not reflected in the unaudited pro forma consolidated financial statements. Glencore will obtain significant governance and Board representation rights. Pursuant to the terms of the Investor Rights and Governance Agreement, Glencore will, on the Closing Date, obtain significant governance and Board representation rights. There can be no assurance that such rights will result in action or failure to take action by the Board that has a material adverse effect on the business, financial condition and operating results of the Company. Termination of the Shareholder Rights Plan will allow accumulation of a significant interest in the Common Shares. The Shareholder Rights Plan is triggered upon a party acquiring beneficial ownership of 20% or more of the Common Shares. Upon termination of the Shareholder Rights Plan, a party may acquire Common Shares pursuant to exemptions from the take-over bid requirements of Canadian securities legislation in excess of 20% or more of the Common Shares. One such exemption permits securities of an issuer to be acquired pursuant to private agreements with a small group of securityholders at a premium to market price that is not shared with other securityholders. In addition, a person may accumulate securities through stock exchange acquisitions subject to certain annual limits that may result, over time, in an acquisition of control or effective control without payment of fair value for control or a fair sharing of a control premium among all securityholders (a so-called creeping bid ). As a result, in the absence of the Shareholder Rights Plan, a person may acquire a controlling influence over the Common Shares without paying a premium to all holders of Common Shares. Tax Risks The Company will operate and will be subject to income tax and other forms of taxation (which are not based upon income) in multiple tax jurisdictions. Taxation laws and rates which determine taxation expenses may vary significantly in different jurisdictions, and legislation governing taxation laws and rates is also subject to change. Therefore, the Company s earnings may be impacted by changes in the proportion of earnings taxed in different jurisdictions, changes in taxation rates, changes in estimates of liabilities and changes in the amount of other forms of taxation. The Company may have exposure to greater than anticipated tax liabilities or expenses. The Company will be subject to income taxes and non-income taxes in a variety of jurisdictions and its tax structure is subject to review by both domestic and foreign taxation authorities and the determination of the Company s provision for income taxes and other tax liabilities will require significant judgment. Use of Fairness Opinions The Fairness Opinions are directed only to the fairness to Trevali, from a financial point of view, of the consideration payable to Glencore in connection with the Acquisitions. The Fairness Opinions do not address the relative merits of the Acquisitions and as compared to other business strategies or transactions that might be available to Company or the underlying business decision of Trevali to effect the Acquisitions. Neither Fairness Opinion constitutes a recommendation by Cairn or BMO Capital Markets, as applicable, to any Shareholder of the Company as to how such Shareholder should vote or act with respect to any matters relating to the Acquisitions. Dilution The Company will issue up to an aggregate of 413,887,310 Common Shares in connection with the Acquisitions and related transactions. This represents: (a) the Consideration Shares issuable to Glencore as partial consideration pursuant to the terms of the Acquisition Agreements; and (b) the Common Shares issuable on the conversion of Subscription Receipts into Common Shares in connection with the Private Placement. The issuance of up to 413,887,310 Common Shares in the aggregate will represent approximately % of the current number of 67

81 issued and outstanding Common Shares on closing of the Acquisitions and will be dilutive to the Shareholders. The future sale of a substantial number of Common Shares by Glencore following the distribution or the perception that such sale could occur could adversely affect prevailing market prices for the Common Shares. Market Price of the Common Shares If, for any reason, the Acquisitions are not completed or their completion is materially delayed and/or the Acquisition Agreements are terminated, the market price of the Common Shares may be materially adversely affected. Trevali s business, financial condition or results of operations could also be subject to various material adverse consequences, including that Trevali may remain liable for significant costs relating to the Acquisitions including, among others, legal, accounting and printing expenses. Risk Factors Relating to Trevali Whether or not the Acquisitions are completed, the Company will continue to face many of the risks that it currently faces with respect to its business and affairs. A description of the risk factors applicable to the Company is contained under the heading Risk Factors in the Company s Annual Information Form dated March 31, 2017 and in the Company s other filings on SEDAR. INTERESTS OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON To the best of our knowledge, no person who has been a director or executive officer of the Company at any time since the beginning of the Company s last completed financial year, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting, other than the following. Participation of Insiders in Private Placement The following directors and officers of the Company, and certain associates of such directors and officers, participated in the Private Placement as follows: Name Position Relationship to Director/Officer Number of Subscription Receipts Purchased (if not self) Paula Cruise n/a Spouse of Mark Cruise, President, Chief Executive Officer and Director of the Company 210,000 Anton Drescher Director - 100,000 Catherine Gignac Director - 100,000 David Huberman Director - 100,000 Paul Keller Chief Operating Officer - 25,000 David Korbin Director - 30,000 Anna Ladd Chief Financial Officer - 100,000 68

82 Name Position Relationship to Director/Officer Number of Subscription Receipts Purchased (if not self) Ladd Family Trust n/a Trust established by Anna Ladd, Chief Financial Officer Daniel Marinov Ltd. n/a A company fully owned by Daniel Marinov, Vice President, Exploration 100, ,000 TOTAL 865,000 Vesting of Unvested Options and Share Units In addition, the terms of both the Stock Option and Stock Bonus Plan and the Share Unit Plan deem the closing of the Acquisitions to be a change of control. Upon a change of control under the Stock Option and Stock Bonus Plan, all outstanding Options that have not vested will become immediately vested, whereupon the optionees holding such Options may immediately exercise in whole or in part such Options. Under the Share Unit Plan, all non-vested Share Units (which includes Deferred Share Units, Restricted Share Units and Performance Share Units) immediately vest upon the change of control and are settled within 30 days following the change of control. For settlement of Share Units, the Company can elect to settle in either cash or Common Shares (or a combination thereof). As a result, assuming the Closing Date occurs on August 31, 2017, the following (i) Options held by the following directors and officers that have not previously vested will become immediately vested on the Closing Date, and (ii) Share Units held by the following directors and officers that have not previously vested will immediately vest as of the Closing Date and shall be settled within 30 days of the Closing Date: Name and Position Number of unvested Options to vest on Closing Date (1) Exercise Price of unvested Options Number of unvested Share Units (2) to vest on Closing Date (1) (in Canadian dollars) Mark Cruise President, Chief Executive Officer and Director 240, , ,900 $1.03 $0.45 $1.21 2,037,788 Anton Drescher Nil n/a 282,780 Director Christopher Eskdale Nil n/a Nil Director Catherine Gignac Nil n/a 282,780 Director Michael Hoffman Nil n/a 282,780 69

83 Name and Position Number of unvested Options to vest on Closing Date (1) Exercise Price of unvested Options Number of unvested Share Units (2) to vest on Closing Date (1) (in Canadian dollars) Director David Huberman Nil n/a 282,780 Director Paul Keller Chief Operating Officer 168, , ,400 $1.03 $0.45 $1.21 1,393,628 David Korbin Nil n/a 135,000 Director Anna Ladd Chief Financial Officer 128, , ,200 $1.03 $0.45 $1.21 1,077,390 Daniel Marinov Vice President of Exploration 47, ,667 68,900 $1.03 $0.45 $ ,356 Steve Stakiw Vice President of Investor Relations and Corporate Communications 52, ,733 68,900 $1.03 $0.45 $ ,384 TOTAL 3,283,517 n/a 6,672,666 Notes: (1) Assumes the Closing Date is August 31, (2) Includes Deferred Share Units, Performance Share Units and Restricted Share Units. Interest of Director Christopher Eskdale, a director of the Company and the current Glencore representative on the Board, is a member of the senior management team at Glencore. In addition to the transactions contemplated in connection with the Acquisitions, Glencore is a shareholder of the Company, is a lender to the Company and, through off-take agreements, Glencore has agreed to purchase all the concentrates from the Company s Santander and Caribou operations. As disclosed in this Circular, Mr. Eskdale did not attend the formal component of the meeting of the Board of Directors held on March 13, 2017 during which the Board of Directors approved the Acquisitions. See The Acquisitions Recommendation of the Board. INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS As of the date of this Circular, other than as disclosed in this Circular, no informed person of the Company, proposed director of the Company, or any associate or affiliate of any informed person or proposed director, has had 70

84 a material interest in any transaction since the commencement of the Company s most recently completed financial year or has a material interest in any proposed transaction which has materially affected or would affect the Company or any of its subsidiaries. Christopher Eskdale, a director of the Company, is a member of the senior management team at Glencore. In addition to the transactions contemplated in connection with the Acquisitions, Glencore is a shareholder of the Company, is a lender to the Company and, through off-take agreements, Glencore has agreed to purchase all the concentrates from the Company s Santander and Caribou operations. AUDITORS PricewaterhouseCoopers LLP, Chartered Professional Accountants, of 250 Howe Street, Suite 1400, Vancouver, British Columbia, are the auditors of the Company and are independent of the Company within the meanings of the Rules of Professional Conduct of the Chartered Professional Accounts of British Columbia. PricewaterhouseCoopers LLP was first appointed auditor of the Company in March, SCIENTIFIC AND TECHNICAL DISCLOSURE With respect to technical information relating to the Perkoa Mine and Rosh Pinah Mine contained in this Circular or in a document incorporated by reference herein, the following is a list of persons or companies named as having prepared or certified a statement, report or valuation and whose profession or business gives authority to the statement, report or valuation made by the person or company: Torben Jensen, P.Eng., Ian T. Blakley, P. Geo., Tracey Jacquemin, Pr.Sci.Nat. and Holger Krutzelmann, P. Eng. of RPA prepared the technical report entitled Technical Report on the Perkoa Mine, Burkina Faso dated April 7, 2017 and effective December 31, 2016; and Torben Jensen, P.Eng., Ian T. Blakley, P. Geo., Tracey Jacquemin, Pr.Sci.Nat. and Holger Krutzelmann, P. Eng. of RPA prepared the technical report entitled Technical Report on the Rosh Pinah Mine, Namibia dated April 7, 2017 and effective December 31, LEGAL MATTERS Certain legal matters in connection with the Acquisitions as they pertain to the Company and its affiliates will be passed upon by Aird & Berlis LLP. Certain legal matters in connection with the Acquisitions as they pertain to the Trevali Special Committee will be passed upon by Cassels Brock & Blackwell LLP. Certain legal matters in connection with the Acquisitions as they pertain to Glencore and its affiliates will be passed upon by McCarthy Tétrault LLP. OTHER INFORMATION AND MATTERS As at the date of this Circular, management of Trevali is not aware of any other matters which may come before the Meeting other than as set forth in the Notice of Meeting that accompanies this Circular. If any other matter properly comes before the Meeting, it is the intention of the persons named in the enclosed Proxy to vote the Common Shares represented thereby in accordance with their best judgment on such matter. There is no information or matter not disclosed in this Circular but known to the Company that would be reasonably be expected to affect the decision of the Shareholders to vote for or against the Resolutions. ADDITIONAL INFORMATION Additional information relating to the Company can be found on SEDAR at or the Company s website at Information on the Company s website is not incorporated by reference in this Circular. Copies of the Company s audited consolidated financial statements and management s discussion and analysis for the year ended December 31, 2016 are available upon request from the Company s Corporate Secretary 71

85 at 1177 West Hastings Street, Suite 2300, Vancouver, B.C. V6E 2K3, telephone: (604) , fax: (604) Copies of these documents will be provided free of charge to securityholders of the Company. The Company may require the payment of a reasonable charge from any person or company who is not a security holder of the Company, who requests a copy of any such document. 72

86 DIRECTORS APPROVAL The contents of this Circular and its distribution to Shareholders have been approved by the Board of Directors. DATED at Vancouver, British Columbia on April 12, BY ORDER OF THE BOARD OF DIRECTORS Mark D. Cruise Mark D. Cruise President, Chief Executive Officer and Director 73

87 CONSENT OF CAIRN MERCHANT PARTNERS LP To: The Directors of Trevali Mining Corporation We hereby consent to the references to our firm name and to the reference to our fairness opinion dated March 13, 2017 (the Fairness Opinion ) contained under the headings Frequently Asked Questions about the Acquisitions, Summary, Background to the Acquisitions, The Acquisitions Recommendation of the Board, The Acquisitions Reasons for Recommendation of the Board and The Acquisitions Cairn Fairness Opinion, Risk Factors and the inclusion of the text of the Fairness Opinion dated March 13, 2017 as Appendix E to the Circular dated April 12, The Fairness Opinion was given as at March 13, 2017 and remains subject to the assumptions, qualifications and limitations contained therein. In providing our consent, we do not intend that any person other than the Special Committee of the Board of Directors of Trevali Mining Corporation will be entitled to rely upon the Fairness Opinion. (Signed) Cairn Merchant Partners LP Toronto, Canada April 12, 2017

88 CONSENT OF BMO CAPITAL MARKETS To: The Directors of Trevali Mining Corporation We hereby consent to the references to our firm name and to the reference to our fairness opinion dated March 13, 2017 (the Fairness Opinion ) contained under the headings Frequently Asked Questions about the Acquisitions, Summary, Background to the Acquisitions, The Acquisitions Recommendation of the Board, The Acquisitions Reasons for Recommendation of the Board and The Acquisitions BMO Fairness Opinion, Risk Factors and the inclusion of the text of the Fairness Opinion as Appendix F to the Circular dated April 12, The Fairness Opinion was given as at March 13, 2017 and remains subject to the assumptions, qualifications and limitations contained therein. In providing our consent, we do not intend that any person other than the Board of Directors of Trevali Mining Corporation will be entitled to rely upon the Fairness Opinion. (Signed) BMO Nesbitt Burns Inc. Toronto, Canada April 12, 2017

89 APPENDIX A CONSIDERATION SHARE RESOLUTION BE IT RESOLVED THAT: (1) The issuance by Trevali Mining Corporation (the Company ) of 94,394,967 common shares in the capital of the Company (each a Common Share ) to Glencore International AG ( Glencore ) or an affiliate thereof in connection with the closing of the transactions contemplated by the share purchase agreement dated March 13, 2017 among Glencore, Merope Holdings Ltd., the Company and Trevali Holdings (Bermuda) Ltd., as amended on March 29, 2017, as it may be further amended, modified or supplemented, which is more particularly described in the management information circular (the Circular ) dated April 12, 2017, is hereby authorized and approved; (2) the issuance by the Company of 99,037,343 Common Shares to Glencore or an affiliate thereof in connection with the closing of the transactions contemplated by the share purchase agreement dated March 13, 2017 among Glencore, Glencore International Investments Limited, Glencore Finance (Bermuda) Ltd, the Company and Trevali Holdings (Bermuda) Ltd., as amended on March 29, 2017, as it may be further amended, modified or supplemented, which is more particularly described in the Circular, is hereby authorized and approved; and (3) any one officer and director of the Company is hereby authorized for and on behalf of the Company to execute and deliver all such instruments and documents and to do all such acts and things as may be necessary to effect to this resolution, the execution of any such document or the doing of any such other act or thing being conclusive evidence of such determination. A-1

90 APPENDIX B PRIVATE PLACEMENT RESOLUTION BE IT RESOLVED THAT: (1) The issuance by Trevali Mining Corporation (the Company ) of 220,455,000 common shares in the capital of the Company upon the conversion of 220,455,000 subscription receipts previously issued by the Company on March 29, 2017, as more particularly described in the management information circular dated April 12, 2017, is hereby authorized and approved; and (2) any one officer and director of the Company is hereby authorized for and on behalf of the Company to execute and deliver all such instruments and documents and to do all such acts and things as may be necessary to effect to this resolution, the execution of any such document or the doing of any such other act or thing being conclusive evidence of such determination. B-1

91 BE IT RESOLVED THAT: APPENDIX C SHAREHOLDER RIGHTS PLAN TERMINATION RESOLUTION (1) The amendment of the amended and restated shareholder rights plan dated as of June 1, 2016 between the Company and Computershare Investor Services Inc. (the Shareholder Rights Plan ) to provide for the termination of the Shareholder Rights Plan effectively immediately prior to the closing of the Acquisitions as defined and described in the Company s management information circular dated April 12, 2017, is hereby authorized and approved; (2) notwithstanding that this resolution has been passed, the directors of the Company, at their sole discretion, are hereby authorized and empowered without further notice or approval to determine not to proceed with the amendment of the Shareholder Rights Plan; and (3) any one officer and director of the Company is hereby authorized for and on behalf of the Company to execute and deliver all such instruments and documents and to do all such acts and things as may be necessary to effect to this resolution, the execution of any such document or the doing of any such other act or thing being conclusive evidence of such determination. C-1

92 APPENDIX D UNAUDITED PRO FORMA FINANCIAL STATEMENTS Pro Forma Consolidated Financial Statements (Unaudited Prepared by Management) D-1

93 TREVALI MINING CORPORATION Pro Forma Consolidated Statement of Financial Position As at December 31, 2016 (Unaudited and expressed in thousands of Canadian dollars, except share and per share amounts) Trevali Mining Corporation Glencore Assets (Note 7) Pro forma Adjustments Note 5 Pro forma Consolidated ASSETS Current Cash and cash equivalents $ 14,952 $ 9,886 $ 73,772 a, b, c, d $ 98,610 Restricted cash 4, ,746 Accounts receivable 39,232 20,911-60,143 Current taxes receivable - 1,865-1,865 Investment 1, ,150 Prepaid expenses and other 2, ,069 Inventory 9,644 51,830 14,688 e 76,162 72,449 84,836 88, ,745 Reclamation bonds 11, ,898 Non-current receivable 5, ,102 Investment in joint ventures Exploration and evaluation assets 12, ,242 Property, plant and equipment 448, , ,340 f 1,169,812 Goodwill ,301 f 96,301 LIABILITIES $ 550,030 $ 327,315 $ 664,101 $ 1,541,446 Current Accounts payable and accrued liabilities $ 22,386 $ 49,561 $ 5,707 i $ 77,654 Due to related parties 4,756 13,768-18,524 Interest payable (634) d - Current debt owing to Glencore - 180,994 (180,994) - Current portion of finance leases 14,476 - (14,452) 24 Current portion of long-term debt 19,724 - (19,370) d , ,323 (209,743) 96,556 Debt owing to Glencore - 278,377 (278,377) - Finance leases 15,297 - (15,226) 71 Long-term debt 57, ,853 c, d 250,514 Provisions 44,938 21,550-66,488 Deferred tax liabilities 25,208 63,320 96,301 j 184,829 EQUITY 205, ,570 (214,192) 598,458 Capital stock 354, , ,177 a, b, g 849,511 Share-based payment reserve 23, ,269 Cumulative translation adjustment 25,566 6,701 (6,701) g 25,566 Retained earnings (deficit) (58,662) (418,479) 396,848 g, i (80,293) 344,950 (269,221) 742, ,053 Non-controlling interest - (11,034) 135,969 e, f, g 124, ,950 (280,255) 878, ,988 $ 550,030 $ 327,315 $ 664,101 $ 1,541,446 The accompanying notes are an integral part of these pro forma unaudited condensed consolidated financial statements.

94 TREVALI MINING CORPORATION Pro Forma Consolidated Statement of Operations and Comprehensive Income For the Year Ended December 31, 2016 (Unaudited and expressed in thousands of Canadian dollars, except share and per share amounts) Trevali Mining Corporation Glencore Assets (Note 7) Pro forma Adjustments Note 5 Pro forma Consolidated REVENUES $ 198,212 $ 215,512 $ - $ 413,724 Mining operating expenses Production costs 66, , ,319 Smelting, refining and freight 67,840 35, ,303 Royalty expense 2,000 7,829-9,829 Depreciation, depletion and amortization 24,151 39,829 26,824 h 90, , ,798 26, ,255 Gross profit 37,579 17,714 (26,824) 28,469 GENERAL AND ADMINSTRATION Consulting fees 3, ,224 Investor relations Office and miscellaneous 1, ,020 Professional fees Regulatory Travel and promotion Income before other items 31,190 17,714 (26,824) 22,080 OTHER ITEMS Gain (loss) on foreign exchange 135 (16,965) - (16,830) Loss on derivatives (451) d - Interest expense (12,109) (19,672) 16,872 c, d (14,909) Other income 985 (404) Impairment of non-current assets (646) - - (646) Income (loss) before income taxes 19,104 (19,327) (9,501) (9,724) Current tax (expense) recovery (1,030) (6,578) - (7,608) Deferred tax (expense) recovery (5,876) 3, l (1,972) Net income (loss) for the year $ 12,198 $ (22,343) $ (9,159) $ (19,304) Attributable to: Equity holders of the consolidated entity $ 12,198 $ (16,951) $ (6,524) $ (11,277) Non-controlling interests - (5,392) (2,635) c, d, e (8,027) $ 12,198 $ (22,343) $ (9,159) $ (19,304) OTHER COMPREHENSIVE INCOME Items that may be reclassified subsequently to net income (loss) Translation adjustment (2,821) 13,893-11,072 Comprehensive income (loss) for the year $ 9,377 $ (8,450) $ (9,159) $ (8,232) Basic and diluted income (loss) per share Basic $ 0.03 $ (0.01) Diluted $ 0.03 $ (0.01) Weighted average number of shares outstanding Basic 381,832, ,611, ,443,787 Diluted 385,093, ,611, ,705,330 The accompanying notes are an integral part of these pro forma unaudited condensed consolidated financial statements.

95 TREVALI MINING CORPORATION Notes to the Pro Forma Consolidated Financial Statements As at and for the year ended December 31, 2016 (Unaudited and expressed in thousands of Canadian dollars, except share and per share amounts) 1. DESCRIPTION OF THE TRANSACTION The accompanying unaudited pro forma consolidated financial statements (the Pro Forma Statements ) of Trevali Mining Corporation ( Trevali or the Company ) have been prepared to give effect to the Share Purchase Agreements entered into by Trevali and Glencore International AG ( Glencore ) dated March 13, 2017 and subsequent amendments dated March 29, 2017 (the Agreements ). Pursuant to the Agreements, Trevali will acquire certain Glencore assets (the Glencore Assets ) (the Acquisition ), consisting of: (i) Glencore s 100% interest in GLCR Limited, the entity that owns, among other assets, an indirect 80% interest in the Rosh Pinah zinc mine and mill ( Rosh Pinah ) and a 39% interest in the Gergarub project, both in Namibia; (ii) Glencore s 100% interest in Boundary Ventures Limited, the entity that owns, among other assets, an indirect 90% interest in the Perkoa zinc mine and mill in Burkina Faso ( Perkoa ); and, (iii) an option to acquire a 100% interest in Glencore s Heath Steele property in Canada and certain related exploration properties and assets. The purchase consideration is expected to consist of US$227,350 ($304,881) in cash (which will be raised through both debt and equity) and the issuance of 193,432,310 Trevali common shares to Glencore, with an estimated fair value of $243,725. Based on Trevali s transaction financing plan, Glencore is expected to become an approximate 25% shareholder of Trevali at the completion of the Acquisition. Trevali expects to fund a portion of the cash consideration through a senior secured credit facility of US$190,000 ($255,113). The proceeds from this credit facility will be used to acquire the Glencore Assets and to refinance Trevali s existing long-term debt. In connection with the Acquisition, Trevali also expects to complete a bought deal private placement for 220,455,000 common shares of Trevali at a price of $1.20 per share for gross proceeds to the Company of $264,546. The accompanying unaudited pro forma consolidated financial statements of Trevali have been prepared to give effect to the Acquisition and the financing of the Acquisition. 2. BASIS OF PRESENTATION The unaudited pro forma consolidated financial statements (the Pro Forma Statements ) have been prepared in connection with the Acquisition for illustrative purposes only and give effect to the Acquisition and other transactions pursuant to the assumptions described in Note 4. The unaudited pro forma consolidated statement of financial position as at December 31, 2016 gives effect to the Acquisition by the Company as if it had occurred as at December 31, The unaudited pro forma consolidated statement of operations and comprehensive income for the year ended December 31, 2016 give effect to the Acquisition as if it had occurred on January 1, The preparation of these Pro Forma Financial Statements is based on the historical financial statements of the Company and the Glencore Assets (Note 7), all of which were prepared using International Financial Reporting Standards as issued by the International Accounting Standards Board.

96 TREVALI MINING CORPORATION Notes to the Pro Forma Consolidated Financial Statements As at and for the year ended December 31, 2016 (Unaudited and expressed in thousands of Canadian dollars, except share and per share amounts) 2. BASIS OF PRESENTATION (Cont d) These Pro Forma Statements have been prepared from the information derived from, and should be read in conjunction with, the following: a) The Company s audited consolidated financial statements as at and for the year ended December 31, 2016; b) GLCR Limited s audited consolidated financial statements as at and for the year ended December 31, 2016; and, c) Boundary Ventures Limited s audited consolidated financial statements as at and for the year ended December 31, These Pro Forma Statements are not indicative of the operating results or financial conditions that may have been achieved if the Acquisition had been completed on the dates or for the periods presented, nor do they purport to project the results of operations or financial position of the consolidated entities for any future period or as of any future date. These Pro Forma Statements do not reflect any historical cost savings, operating synergies, or enhancements that the combined company may have achieved as a result of the Acquisition. 3. SIGNIFICANT ACCOUNTING POLICIES These unaudited pro forma consolidated financial statements have been compiled using the significant accounting policies as set out in the audited consolidated financial statements of Trevali as at and for the years ended December 31, In preparing the Pro Forma Financial Statements, a review was undertaken to identify accounting policy differences of the Glencore Assets where the impact was potentially material and could be reasonably estimated. Further accounting policy differences may be identified after consummation and integration of the proposed acquisition. The significant accounting policies of Trevali are believed to conform in all material respects to those of the Glencore Assets, except as noted in Note PURCHASE PRICE ALLOCATION The activity of the Glencore Assets constitutes a business, as defined by IFRS 3, and consequently, the Company has applied the principles of IFRS 3 in the accounting for the acquisition of the Glencore Assets. A summary of the preliminary purchase price to the acquired assets and liabilities assumed is as follows: Trevali purchase consideration: Estimated fair value of the 193,432,310 Trevali common shares $ 243,725 Estimated Trevali cash consideration (US$227,350) 304,881 Total estimated consideration $ 548,606

97 TREVALI MINING CORPORATION Notes to the Pro Forma Consolidated Financial Statements As at and for the year ended December 31, 2016 (Unaudited and expressed in thousands of Canadian dollars, except share and per share amounts) 4. PURCHASE PRICE ALLOCATION (Cont d) The preliminary purchase price has been allocated to the following identifiable assets and liabilities based on their estimated fair values as of December 31, 2016: Pro forma Presentation Cash and cash equivalents $ 9,886 Accounts receivable 20,911 Current taxes receivable 1,865 Prepaid expenses and other 344 Inventories 66,518 Other long-term assets 346 Property, plant and equipment 721,870 Goodwill 96,301 Accounts payable and accrued liabilities (49,561) Due to related parties (13,768) Provisions (21,550) Deferred tax liabilities (159,621) Non-controlling interest (124,935) $ 548,606 For the purposes of these Pro Forma Financial Statements, the difference between the total consideration paid over the net identifiable assets to be acquired has been included within the estimate of the fair value of property, plant and equipment with the remaining amount allocated to goodwill. The estimate of the fair value of property, plant, and equipment is preliminary, however, and subject to change. The final purchase price and the fair value of the net assets to be acquired will ultimately be determined after the closing of the Acquisition. Therefore, it is likely that the purchase price, including share consideration, and the fair values of assets acquired and liabilities assumed will vary materially from the values shown above. The actual fair value of the assets and liabilities may differ materially from the amounts disclosed above in the assumed pro forma purchase price allocation due to changes in fair values, as further analysis is completed.

98 TREVALI MINING CORPORATION Notes to the Pro Forma Consolidated Financial Statements As at and for the year ended December 31, 2016 (Unaudited and expressed in thousands of Canadian dollars, except share and per share amounts) 5. PRO FORMA ASSUMPTIONS AND ADJUSTMENTS The unaudited pro forma consolidated financial statements reflect the following assumptions and adjustments to give effect to the combination, as if the Acquisition had occurred on December 31, 2016 for the consolidated statement of financial position and January 1, 2016 for the consolidated statement of operations and comprehensive income. Assumptions relating to the share price of Trevali are based on the Trevali share price at or about the date of the related Management Information Circular. Assumptions and adjustments made are as follows: a) An adjustment to reflect the issuance of 193,432,310 Trevali common shares to Glencore, as established in the Agreements, with an estimated fair value at or about the date of the related Management Information Circular of $243,725, based on a common share price at or about the date of the related Management Information Circular of $1.26 per share, and a payment of US$227,350 ($304,881), for a total estimated purchase price of $548,606; b) An adjustment to reflect the proposed bought deal financing of 220,455,000 common shares at $1.20 per share for gross proceeds of $264,546, less share issue costs of $13,537 for net proceeds of $251,009, to finance part of the Acquisition, repay existing Trevali debt and provide working capital to the Company; c) Adjustments to reflect the proposed US$190,000 ($255,113) debt financing, net of US$3,425 ($4,600) financing fees to be undertaken by Trevali to finance part of the Acquisition, repay existing Trevali debt and provide the Company with working capital. An interest rate of LIBOR plus 3.5% was assumed on the debt financing and was recorded in interest expense; d) Adjustments to reflect the repayment of existing Trevali debt, including the working capital facility, the finance lease on the Santander concentration plant and the senior secured notes, of $77,031, accrued interest payable of $634 and an early repayment fee of $12,084 on the senior secured notes, totaling $89,749. The early repayment fee and any related cost of early settlement of the existing debt have not been reflected on the pro forma consolidated statement of comprehensive income given their non-recurring nature; e) An adjustment of $14,688 to the book value of the Glencore Assets inventory to reflect its fair value as at December 31, 2016; f) The acquisition cost of $548,606 has been allocated to the acquired assets and liabilities on a pro forma basis as described in note 4. Management has not yet completed its determination of the fair value of all identifiable assets and liabilities acquired, including the Heath Steele property option. For pro forma purposes, the excess of the purchase consideration over the carrying value of net assets of the Glencore Assets has been assigned to inventory ($14,988), property, plant and equipment ($479,340) and goodwill ($96,301); g) Historical equity and non-controlling balances of the Glencore Assets have been eliminated, along with debt owing to Glencore, totaling $459,371; h) An adjustment, in the amount of $26,824, to reflect the depreciation and depletion adjustment based on the fair value adjustment on the property, plant and equipment and management s estimate of resources, and to conform to the Company s accounting policies; i) To account for estimated transaction costs of $5,707 relating to the Acquisition. Transaction costs have not been included in the pro forma consolidated statement of comprehensive loss given their non-recurring nature; and, j) A long-term deferred tax liability of $96,301, related to the fair value adjustment of property, plant and equipment and other pro forma adjustments, has been reflected and will be reversed through income as the underlying adjustment to the asset is consumed.

99 TREVALI MINING CORPORATION Notes to the Pro Forma Consolidated Financial Statements As at and for the year ended December 31, 2016 (Unaudited and expressed in thousands of Canadian dollars, except share and per share amounts) 6. PRO FORMA LOSS PER SHARE The weighted average shares outstanding have been adjusted to reflect the additional shares resulting from transactions described in Notes 4 and 5 as of December 31, 2016, after giving effect to the Acquisition as if it had occurred January 1, For the year ended December 31, 2016 Company weighted average number of common shares outstanding basic 381,832,281 Company weighted average number of common shares outstanding diluted 385,093,824 Common shares to be issued: -on the purchase of the Glencore Assets (Note 5a) 190,911,506 -as per the bought deal financing (Note 5b) 191,700, ,611,506 Pro forma weighted average number of common shares outstanding basic 764,443,787 Pro forma weighted average number of common shares outstanding diluted 767,705,330 Pro forma loss attributable to common shareholders $ (11,277) Pro forma loss per share basic $ (0.01) Pro forma loss per share diluted $ (0.01)

100 TREVALI MINING CORPORATION Notes to the Pro Forma Consolidated Financial Statements As at and for the year ended December 31, 2016 (Unaudited and expressed in thousands of Canadian dollars, except share and per share amounts) 7. GLENCORE ASSETS Glencore Assets Combined Statement of Financial Position as at December 31, 2016 GLCR Limited (1) Boundary Ventures Limited (1) Reclass (2) Adjustments Combined Glencore Assets ASSETS Current Cash and cash equivalents $ 7,238 $ 2,648 $ - $ 9,886 Accounts receivable 4,742 23,717 (7,548) 20,911 Intergroup receivables (337) - Current taxes receivable 1, ,865 Prepaid expenses and other Inventory 17,321 34,509-51,830 31,503 60,874 (7,541) 84,836 Intangible assets (960) - Investment in joint ventures Property, plant and equipment 185,961 55, ,133 $ 218,693 $ 116,163 $ (7,541) $ 327,315 LIABILITIES Current Accounts payable and accrued liabilities $ 9,176 $ 61,694 $ (21,309) $ 49,561 Due to related parties ,768 13,768 Current debt owing to Glencore 92,180 88, , , ,508 (7,541) 244,323 Debt owing to Glencore - 278, ,377 Provisions 11,724 8,503 1,323 21,550 Deferred tax liabilities 63, ,320 Other long-term liabilities - 1,323 (1,323) - 176, ,711 (7,541) 607,570 EQUITY Capital stock - 142, ,557 Cumulative translation adjustment (11,809) 18,510-6,701 Retained earnings (deficit) 18,253 (436,732) - (418,479) 6,444 (275,665) - (269,221) Non-controlling interest 35,849 (46,883) - (11,034) 42,293 (322,548) - (280,255) $ 218,693 $ 116,163 $ (7,541) $ 327,315 Notes: (1) For pro forma presentation purposes, the statements of financial position of GLCR Limited and Boundary Ventures Limited have been translated from US$ to C$ at the December 31, 2016 exchange rate of (2) Certain reclassifications have been made to the historical financial statements of GLCR Limited and Boundary Ventures Limited in the preparation of the pro forma consolidated financial statements to conform to the financial statement presentation currently adopted by Trevali, and to align the accounting policies of GLCR Limited and Boundary Ventures Limited to those applied by Trevali.

101 TREVALI MINING CORPORATION Notes to the Pro Forma Consolidated Financial Statements As at and for the year ended December 31, 2016 (Unaudited and expressed in thousands of Canadian dollars, except share and per share amounts) 7. GLENCORE ASSETS (cont d) Glencore Assets Combined Statement of Comprehensive Loss for the year ended December 31, 2016 GLCR Limited (1) Boundary Ventures Limited (1) Reclass (2) Adjustments Combined Glencore Assets REVENUES $ 87,942 $ 127,570 $ - $ 215,512 Mining operating expenses Production costs 39,900 63,450 11, ,677 Smelting, refining and freight 12,087 23,376-35,463 Royalty expense 4,555 3,274-7,829 Depreciation, depletion and amortization 22,702 17,127-39,829 79, ,227 11, ,798 Gross profit 8,698 20,343 (11,327) 17,714 OTHER ITEMS Loss on foreign exchange (16,026) (939) (16,965) Interest expense (281) (19,391) - (19,672) Other income (expenses) (404) (12,266) 12,266 (404) Income (loss) before income taxes 8,013 (27,340) - (19,327) Current tax (expense) recovery (6,578) - - (6,578) Deferred tax (expense) recovery 3, ,562 Net income (loss) for the year $ 4,997 $ (27,340) $ - $ (22,343) Attributable to: Equity holders of the consolidated entity $ 4,002 $ (20,953) $ - $ (16,951) Non-controlling interests 995 (6,387) - (5,392) $ 4,997 $ (27,340) $ - $ (22,343) OTHER COMPREHENSIVE INCOME Items that may be reclassified subsequently to net income (loss) Translation adjustment 2,969 10,924-13,893 Comprehensive income (loss) for the year $ 7,966 $ (16,416) $ - $ (8,450) Notes: (1) For pro forma presentation purposes, the statements of comprehensive loss of GLCR Limited and Boundary Ventures Limited have been translated from US$ to C$ at the average exchange rate for 2016 of (2) Certain reclassifications have been made to the historical financial statements of GLCR Limited and Boundary Ventures Limited in the preparation of the pro forma consolidated financial statements to conform to the financial statement presentation currently adopted by Trevali, and to align the accounting policies of GLCR Limited and Boundary Ventures Limited to those applied by Trevali.

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199 APPENDIX E CAIRN FAIRNESS OPINION (See attached) E-1

200 March 13, 2017 Special Committee of the Board of Directors Trevali Mining Corporation Suite West Hastings Street Vancouver, BC V6E 2K3 Members of the Special Committee of the Board of Directors: Cairn Merchant Partners LP ( Cairn or we or us ) understands that Trevali Mining Corporation (the Company or Trevali ), Glencore PLC and certain of its subsidiaries (collectively, Glencore ) propose to enter into definitive agreements to be dated as of March 13, 2017 (the Agreements ) pursuant to which the Company will acquire (herein, the Transaction ) all right, title and interest of Glencore in and to the Perkoa mine in Burkina Faso, the Rosh Pinah mine in Namibia, the Gergarub project in Namibia and certain other exploration properties and assets (together, the Acquired Assets ) for US$400 million payable in a combination of cash and common shares of the Company (the Consideration ). The terms and conditions of the Transaction are more fully set forth in the Agreements and will be summarized in the Company s management proxy circular to be prepared in connection with a special meeting of holders of the Company s common shares (such shares referred to herein as the Trevali Common Shares ). We have been retained to provide financial advice to the Special Committee of the Board of Directors of Trevali (the Special Committee ), including our opinion (the Opinion ) to the Special Committee as to the fairness, from a financial point of view to the Company, of the Consideration to be paid by the Company pursuant to the Transaction. Engagement of Cairn The Special Committee initially contacted Cairn regarding a potential advisory assignment on January 9, 2017, and Cairn was formally engaged by the Special Committee through an agreement between the Special Committee and Cairn dated January 20, 2017 (the Engagement Agreement ). Under the terms of the Engagement Agreement, Cairn has agreed to provide the Special Committee with various advisory services in connection with the Transaction including, among other things, the provision of the Opinion. Following a review of the proposed terms of the Transaction and the Agreements, Cairn rendered its verbal opinion with effect as of the date hereof to the Special Committee as to the fairness, from a financial point of view to the Company, of the Consideration to be paid by the Company pursuant to the Transaction. This Opinion confirms the verbal opinion rendered by Cairn to the Special Committee on March 13, Cairn will receive a fee for rendering the Opinion, which is neither contingent on the conclusions reached nor the successful completion of the Transaction. The Special Committee has also agreed to reimburse us for our reasonable out-of-pocket expenses and to indemnify us against certain liabilities that might arise out of our engagement. Credentials of Cairn Cairn is an independent merchant bank based in Toronto, Canada. Cairn s principal activities include providing financial advisory services to public and private companies, including corporate finance, mergers and acquisitions and other financial advisory services. Cairn is also involved in making investments in public and private Canadian companies. Cairn s senior management have been involved in numerous transactions involving public and private companies and have extensive experience in preparing E-2

201 fairness opinions. The opinion expressed herein is the opinion of Cairn and the form and content herein have been approved for release by a committee of its senior management and legal counsel, each of whom is experienced in merger, acquisition, divestiture and fairness opinion matters. This Opinion has been prepared in accordance with the Disclosure Standards for Formal Valuations and Fairness Opinions of Investment Industry Regulatory Organization of Canada ( IIROC ) but IIROC has not been involved in the preparation or review of this Opinion. Independence of Cairn Neither Cairn, nor any of our affiliates, is an insider, associate or affiliate (as those terms are defined in the Securities Act (British Columbia) or the rules made thereunder) of the Company, Glencore or any of their respective associates or affiliates (collectively, the Interested Parties ). In the two years prior to the date hereof, no material relationship existed between Cairn and its affiliates and the Interested Parties pursuant to which compensation was received by Cairn or its affiliates as a result of such relationship. There are no understandings, agreements or commitments between Cairn and any of the Interested Parties with respect to future business dealings. Cairn may, in the future, in the ordinary course of business, provide financial advisory or other services to one or more of the Interested Parties from time to time and, in connection with any such services, we may receive compensation. Scope of Review In connection with rendering the Opinion, we have reviewed and/or discussed and relied upon, or carried out, among other things, the following: i. a draft of the Rosh Pinah Share Purchase Agreement dated March 11, 2017 and the draft schedules thereto; ii. a draft of the Perkoa Share Purchase Agreement dated March 10, 2017 and the draft schedules thereto; iii. a draft of the Investor Rights And Governance Agreement dated March 10, 2017 and the draft schedules thereto; iv. drafts of debt and equity term sheets and other documentation relating to potential sources of transaction financing ("Financing Term Sheets"); v. certain publicly available business and financial information relating to the Company, Glencore and the Acquired Assets that we deemed to be relevant, including publicly available research analysts estimates; vi. certain internal financial statements and other financial and operating data concerning the Company and the Acquired Assets, respectively; vii. certain financial projections of the Company and the Acquired Assets, as prepared by management of the Company; viii. discussions with senior executives of the Company regarding past and current operations and the financial condition and the prospects of the Company and the Acquired Assets; ix. certain reports prepared by third party mining technical experts on the Acquired Assets and the assets of the Company; x. the pro forma impact of the Transaction on certain of the Company s financial metrics, leverage ratios and consolidated capitalization; xi. historical commodity prices and the impact of various commodity price assumptions on the operations, financial condition and prospects of the Company and the Acquired Assets; -2- E-3

202 xii. the impact on the operations, financial condition and prospects of the Company and the Acquired Assets under several alternative operational scenarios and cost profiles; xiii. the reported prices and trading activity for the Trevali Common Shares; xiv. compared the financial performance of the Company and its stock market trading multiples and the financial performance of the Acquired Assets with those of certain other publicly traded companies that we deemed relevant; xv. the financial terms, to the extent publicly available, of certain comparable acquisition transactions; and xvi. reviewed such other information and considered such other factors as we have deemed appropriate. Cairn also participated in discussions regarding the Transaction and related matters with Aird & Berlis LLP, legal counsel to the Company. Cairn has not, to the best of its knowledge, been denied access by the Company to any information under the Company s control requested by Cairn. Assumptions and Limitations For the purposes of our analysis and the Opinion, we have relied upon and assumed the completeness, accuracy and fair presentation of all financial and other information, data, advice, opinions, representations and other material obtained by us from public sources or provided to us by or on behalf of the Company, in respect of the Acquired Assets or otherwise obtained by us in connection with our engagement (the Information ). The Opinion is conditional upon such completeness, accuracy and fair presentation. We have not been requested to, and have not assumed any obligation to, independently verify the completeness, accuracy or fair presentation of any such Information. We have assumed that forecasts, projections, estimates (including, without limitation, estimates of future resource or reserve additions) and budgets provided to us and used in our analyses were reasonably prepared on bases reflecting the best currently available assumptions, estimates and judgments of management of the Company and Glencore, in respect of the Acquired Assets, having regard to the Company s and the Acquired Assets businesses, plans, financial conditions and prospects. Senior officers of the Company have represented to Cairn in a letter of representation delivered as of the date hereof, among other things, that: (i) the Information provided or made available to Cairn orally by, or in the presence of, an officer or employee of the Company, or in writing by the Company, Glencore or any of their respective subsidiaries, associates or affiliates (as those terms are defined in the Securities Act (British Columbia) or the rules made thereunder) or any of their representatives in connection with our engagement was, at the date the Information was provided to Cairn, and is as of the date hereof, complete, true and correct in all material respects and did not and does not contain a misrepresentation (as defined in the Securities Act (British Columbia)); and (ii) since the dates on which the Information was provided to Cairn, except as disclosed in writing to Cairn, there has been no material change, financial or otherwise, in the financial condition, assets, liabilities (contingent or otherwise), business, operations or prospects of the Company, any of its subsidiaries, associates and affiliates and, to the best of their knowledge, information and belief, the Acquired Assets and no change has occurred in the Information or any part thereof which would have or which could reasonably be expected to have a material effect on the Opinion. Senior officers of the Company have also represented to Cairn that the representations and warranties made by the Company and, to the best of their knowledge, information and belief, by Glencore and its subsidiaries, associates or affiliates (as those terms are defined in the Securities Act (British Columbia) or the rules made thereunder) in the Agreements, are true and correct in all material respects. In preparing the Opinion, we have assumed that the Transaction will be consummated in accordance with the terms set forth in the Agreements without any waiver, amendment or delay of any terms or conditions and that the Financing Term Sheets will be consummated on terms no less favourable than -3- E-4

203 those reviewed by Cairn. Cairn has assumed that in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the Transaction, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the Transaction. We have relied upon, without independent verification, the assessment by the management of the Company of: (i) the strategic, financial and other benefits expected to result from the Transaction; (ii) the timing and risks associated with the integration of the Company and the Acquired Assets; and (iii) the validity of, and risks associated with, the Company s and the Acquired Assets existing and future products, services, mineral reserves and resources, mining leases and concessions and business models including, without limitation, any risks associated with any regulatory and/or governmental oversight and relationships of the Company and the Acquired Assets. We are not legal, tax, or regulatory advisors or geological experts. We are financial advisors only and have relied upon, without independent verification, the assessment of the Company and Glencore and their legal, tax, regulatory and/or geological advisors with respect to legal, tax, regulatory and/or geological matters. We have not made any independent valuation or appraisal of the assets or liabilities of the Company, Glencore or the Acquired Assets, nor have we been furnished with any such appraisals. Our opinion is necessarily based on financial, economic, market and other conditions as in effect on, and the Information made available to us as of, the date hereof. Events occurring after the date hereof may affect this Opinion and the assumptions used in preparing it, and we do not assume any obligation to update, revise or reaffirm this Opinion. We have been retained to provide only a fairness opinion letter in connection with the Transaction, and we will receive a fee for our services upon rendering this Opinion. As a result, we have not been involved in structuring, planning or negotiating the Transaction. In arriving at our opinion, we were not authorized to solicit, and did not solicit, interest from any party with respect to the acquisition, business combination or other extraordinary transaction, involving the Company. This letter and the opinion expressed herein is addressed to, and for the information and benefit of, the Special Committee in connection with their evaluation of the Transaction and may not be used for any other purpose without our prior written consent, except that a copy of this Opinion may be included in its entirety in any filing the Company is required to make with the Canadian securities regulatory authorities and applicable stock exchanges in connection with this Transaction if such inclusion is required by applicable law. Our opinion does not address the relative merits of the Transaction as compared to any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available. In addition, this Opinion does not in any manner address the prices at which the Trevali Common Shares will trade at any time, and Cairn expresses no opinion or recommendation as to how the shareholders of the Company should vote at the shareholders meetings to be held in connection with the Transaction. The Opinion is rendered as of the date hereof and Cairn disclaims any undertaking or obligation to advise any person of any change in any fact or matter affecting the Opinion which may come or be brought to the attention of Cairn after the date hereof. Without limiting the foregoing, if we learn that any of the Information we relied upon in preparing the Opinion was inaccurate, incomplete or misleading in any material respect, Cairn reserves the right to change or withdraw the Opinion. -4- E-5

204 Conclusion Based on and subject to the foregoing, we are of the opinion on the date hereof that the Consideration to be paid by the Company pursuant to the Transaction is fair, from a financial point of view, to the Company. Yours very truly, CAIRN MERCHANT PARTNERS LP -5- E-6

205 APPENDIX F BMO FAIRNESS OPINION (See attached) F-1

206 Investment & Corporate Banking 885 West Georgia Street Suite 1700 Vancouver, BC V6C 3E8 Tel : Fax : (604) (604) March 13, 2017 The Board of Directors Trevali Mining Corporation Suite West Hastings Street Vancouver, BC V6E 2K3 To the Board of Directors: BMO Nesbitt Burns Inc. ( BMO Capital Markets or we or us ) understands that Trevali Mining Corporation ( the Company or the Acquirer ), Glencore PLC and certain of its subsidiaries (collectively, Glencore ) propose to enter into definitive agreements to be dated as of March 13, 2017 (the Agreements ) pursuant to which the Company will acquire (herein, the Transaction ) all right, title and interest of Glencore in and to the Perkoa mine in Burkina Faso ( Perkoa ), the Rosh Pinah mine in Namibia ( Rosh Pinah ), and certain other exploration properties and assets (together, the Target Assets ) for approximately US$400 million payable in a combination of cash and common shares of the Company (the Consideration ). The terms and conditions of the Transaction are more fully set forth in the Agreements and will be summarized in the Company s management proxy circular (the Circular ) to be prepared in connection with a special meeting of holders of the Company s common shares. We have been retained to provide financial advice to the Company, including our opinion (the Opinion ) to the board of directors of the Company (the Board of Directors ) as to the fairness to the Company from a financial point of view of the Consideration to be paid by the Company for the Target Assets, pursuant to the Transaction. Engagement of BMO Capital Markets The Company initially contacted BMO Capital Markets regarding a potential advisory assignment in August BMO Capital Markets was formally engaged by the Company pursuant to an agreement dated December 12, 2016 (the Engagement Agreement ). Under the terms of the Engagement Agreement, BMO Capital Markets has agreed to provide the Company and the Board of Directors with various advisory services in connection with the Transaction including, among other things, the provision of the Opinion. BMO Capital Markets will receive a fee for rendering the Opinion. We will also receive certain fees for our advisory services under the Engagement Agreement, a substantial portion of which is contingent upon the successful completion of the Transaction. The Company has also agreed to reimburse us for our reasonable out of pocket expenses and to indemnify us against certain liabilities that might arise out of our engagement. The payment of the fee for rendering the Opinion and expenses are not dependent on the completion of a Transaction or the conclusions reached. F-2