KATANGA MINING LIMITED MANAGEMENT INFORMATION CIRCULAR DATED APRIL 8, 2015 GENERAL PROXY INFORMATION

Transcription

1 Solicitation of Proxies KATANGA MINING LIMITED MANAGEMENT INFORMATION CIRCULAR DATED APRIL 8, 2015 GENERAL PROXY INFORMATION This management information circular (the "Circular") is furnished in connection with the solicitation of proxies by the management of Katanga Mining Limited (the "Company") for use at the annual meeting of the shareholders of the Company (the "Meeting") at the time and place and for the purposes set forth in the accompanying notice of annual meeting of shareholders (the "Notice"). References in this Circular to the Meeting include any adjournments or postponements thereof. It is expected that the solicitation will be primarily by mail; however, proxies may also be solicited personally by regular employees of the Company. The cost of solicitation will be borne by the Company. The board of directors of the Company (the "Board") has fixed the close of business on April 8, 2015 as the record date, being the date for the determination of the registered holders of securities entitled to receive notice of, and vote at, the Meeting. Duly completed and executed proxies must be received by the Company's transfer agent at the address indicated on the enclosed envelope no later than 48 hours (excluding Saturdays, Sundays and statutory holidays in the City of Toronto, Ontario) prior to the time of the Meeting, or if the Meeting is adjourned or postponed, no later than 48 hours (excluding Saturdays, Sundays, and statutory holidays in the City of Toronto, Ontario) prior to the time of such adjourned or postponed Meeting. In this Circular, unless otherwise indicated, all dollar amounts "$" are expressed in Canadian dollars and references to "US$" are to United States dollars. Unless otherwise stated, the information contained in this Circular is as of April 8, Appointment and Revocation of Proxies The persons named in the enclosed form of proxy are officers and/or directors of the Company. A shareholder has the right to appoint some other person or company, who need not be a shareholder, to represent them at the Meeting, and may do so by inserting such person's name in the blank space provided in the enclosed form of proxy or by completing another proper form of proxy and, in either case, depositing the completed and executed proxy at the office of the Company's transfer agent indicated on the enclosed envelope no later than 48 hours (excluding Saturdays, Sundays and statutory holidays in the City of Toronto, Ontario) prior to the time of the Meeting, or if the Meeting is adjourned or postponed, no later than 48 hours (excluding Saturdays, Sundays, and statutory holidays in the City of Toronto, Ontario) prior to the time of such adjourned or postponed Meeting. A shareholder forwarding the enclosed proxy may indicate the manner in which the appointee is to vote with respect to any specific item by checking the appropriate space. If the shareholder giving the proxy wishes to confer a discretionary authority with respect to any item of business, then the space opposite the item is to be left blank. The shares represented by the proxy submitted by a shareholder will be voted or withheld from being voted in accordance with the directions, if any, given in the proxy, and if the shareholder specifies a choice with respect to any matter to be acted upon, the shares will be voted accordingly. A proxy given pursuant to this solicitation may be revoked under subsection 142(4) of the Business Corporations Act (Yukon) by an instrument in writing executed by a shareholder or by

2 - 2 - a shareholder's attorney authorized in writing (or, if the shareholder is a corporation, by a duly authorized officer or attorney) and deposited either at the registered office of the Company, or at the offices of TMX Equity Transfer Services Inc, Attn: Proxy Department, 200 University Avenue, Suite 300, Toronto, Ontario, M5H 4H1 (Fax: (416) ) at any time up to and including the last business day preceding the day of the Meeting, or any adjournments or postponements thereof, or with the Chairman of the Meeting on the day of the Meeting, or any adjournments or postponements thereof, or in any other manner permitted by law. Exercise of Discretion by Proxies The persons named in the enclosed form of proxy will vote the 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 shares will be voted in favour of passing all of the resolutions described below. The enclosed 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. At the time of printing of this Circular, management knows of no such amendments, variations or other matters to be presented for action at the Meeting. However, if any other matters that are not now known to management should properly come before the Meeting, the proxy will be voted on such matters in accordance with the best judgment of the named proxies. Voting by Non-Registered Shareholders Only registered shareholders of the Company or the persons they appoint as their proxies are permitted to vote at the Meeting. Most shareholders of the Company are "non-registered" shareholders ("Non-Registered Shareholders") because the shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the shares. Shares beneficially owned by a Non- Registered Shareholder are registered either: (i) in the name of an intermediary (an "Intermediary") that the Non-Registered Shareholder deals with in respect of its shares of the Company (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees); or (ii) in the name of a clearing agency (such as CDS Clearing and Depositary Services Inc.) of which the Intermediary is a participant. In accordance with the requirements of applicable securities laws, the Company will have distributed copies of the Notice, this Circular, the form of proxy and the request form for annual materials (collectively, the "Meeting Materials") to the clearing agencies and Intermediaries for distribution to Non- Registered Shareholders. Intermediaries are required to forward the Meeting Materials to Non-Registered Shareholders unless a Non-Registered Shareholder has waived the right to receive them. Intermediaries often use service companies to forward the Meeting Materials to Non-Registered Shareholders. Generally, Non-Registered Shareholders who have not waived the right to receive Meeting Materials will either: (i) be given a voting instruction form which is not signed by the Intermediary and which, when properly completed and signed by the Non-Registered Shareholder and returned to the Intermediary or its service company, will constitute voting instructions (often called a "voting instruction form") which the Intermediary must follow. Typically, the voting instruction form will consist of a one page preprinted form. Sometimes, instead of the one page pre-printed form, the voting instruction form will consist of a regular printed proxy form accompanied by a page of instructions which contains a removable label with a bar-code and other

3 (ii) information. In order for the form of proxy to validly constitute a voting instruction form, the Non-Registered Shareholder must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and submit it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company; or be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of shares beneficially owned by the Non-Registered Shareholder but which is otherwise not completed by the Intermediary. Since the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the Non-Registered Shareholder when submitting the proxy. In this case, the Non- Registered Shareholder who wishes to submit a proxy should properly complete the form of proxy and deposit it with the Company, c/o TMX Equity Transfer Services Inc., Attn: Proxy Department, 200 University Avenue, Suite 300, Toronto, Ontario, M5H 4H1 (Fax: (416) ). In either case, the purpose of these procedures is to permit Non-Registered Shareholders to direct the voting of the shares of the Company they beneficially own. Should a Non-Registered Shareholder who receives one of the above forms wish to vote at the Meeting in person (or have another person attend and vote on behalf of the Non-Registered Shareholder), the Non- Registered Shareholder should strike out the persons named in the form of proxy and insert the Non-Registered Shareholder or such other person's name in the blank space provided. In either case, Non-Registered Shareholders should carefully follow the instructions of their Intermediary, including those regarding when and where the proxy or voting instruction form is to be delivered. A Non-Registered Shareholder may revoke a voting instruction form or a waiver of the right to receive Meeting Materials and to vote which has been given to an Intermediary at any time by written notice to the Intermediary, provided that an Intermediary customarily is not required to act on a revocation of a voting instruction form or of a waiver of the right to receive Meeting Materials and to vote which is not received by the Intermediary at least seven days prior to the Meeting. INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON None of the directors or executive officers of the Company, no person who has held such a position since the beginning of the last completed financial year of the Company, no proposed nominee for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting, other than the election of directors or the appointment of auditors. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF As of April 8, 2015, a total of 1,907,380,413 common shares ("Common Shares") were issued and outstanding. Each Common Share entitles the holder thereof to one vote on each matter coming before the Meeting. The Company does not have any other class of security entitled to vote at the Meeting. The record date for the determination of shareholders entitled to vote at the Meeting has been fixed at April 8, 2015.

4 - 4 - To the knowledge of the directors and executive officers of the Company, as of the date hereof, no person or company beneficially owns, or controls or directs, directly or indirectly, voting securities carrying 10% or more of the voting rights attached to any class of voting securities of the Company other than: Name Number of Common Shares Beneficially Owned, Controlled or Directed (Directly or Indirectly) (%) Glencore plc 1,435,848,228 (75.3%) (1) Line Trust Corporation Limited, in its capacity as Trustee of The Ashdale Settlement 265,460,726 (13.9%) (2) Notes: (1) The information as to Common Shares beneficially owned, controlled or directed, not being within the knowledge of the Company, has been obtained by the Company from the public filings of Glencore plc. (2) The information as to Common Shares beneficially owned, controlled or directed, not being within the knowledge of the Company, has been obtained by the Company from the public filings of Line Trust Corporation Limited, in its capacity as Trustee of The Ashdale Settlement. INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS No current or former director, executive officer or employee of the Company has incurred any currently outstanding indebtedness: (a) to the Company or any of its subsidiaries; or (b) for which the Company or any of its subsidiaries has given a guarantee or entered into a support agreement, letter of credit or similar arrangement or understanding. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS The following table provides details of compensation plans under which equity securities of the Company are authorized for issuance as of the financial year ended December 31, Plan Category Number of securities to be issued upon exercise of outstanding Options and PSUs Weighted-average exercise price of outstanding Options and PSUs (2) Number of securities remaining available for future issuance under equity compensation plans Equity compensation plans approved by securityholders (1) Equity compensation plans not approved by securityholders 11,596,883 $1.64 nil n/a n/a n/a Total 11,596,883 $1.64 nil Notes: (1) Includes 902,353 Common Shares issuable upon exercise of options granted under the prior stock option plan of the Company approved by the Company s shareholders on January 11, 2008 and 6,251,305 Common Shares issuable upon exercise of options granted under the stock option plan of the Company approved by the Company s shareholders on May 5, For further information on these stock option plans (the "Stock Option Plans") and the performance share unit plan of the Company approved by shareholders on May 5, 2010 (the "PSU Plan") see the Company s management information circular dated April 9, 2014 filed on SEDAR under the Company s profile (the "2014 Circular"). (2) Options calculated using the weighted average Canadian dollar exercise price converted to US dollars using the exchange rate at December 31, 2014 of $1.00 = US$ PSUs calculated using the underlying share price at December 31, 2014 of $0.37 converted to US dollars using the exchange rate at December 31, 2014 of $1.00 = US$0.862.

5 - 5 - STATEMENT OF EXECUTIVE COMPENSATION COMPENSATION DISCUSSION AND ANALYSIS Objectives of Compensation Program The objectives of the Company's compensation program are to attract, retain, and inspire the performance of members of senior management in order to enhance profitability and growth of the Company. Specifically, the compensation strategy has been designed to ensure internal consistency in rewarding contribution and external validity against the market. A flexible reward structure was identified to respond to organizational growth and market changes while driving performance of the key members of the executive team. Overview of the Compensation Philosophy The following principles guide the Company's overall compensation philosophy: (i) providing a fair and competitive level of compensation; (ii) attracting, retaining and motivating its executives who are critical to the Company's long-term success; (iii) rewarding performance, both on an individual basis and with respect to the business in general; and (iv) reinforcing the link between the shareholders' interests and the compensation of the Company's executive officers. In order to achieve these objectives, the compensation paid to executive officers consists of the following components: (a) base salary; (b) annual performance-based incentives; (c) long term incentives; and (d) various perquisites. See "Compensation Discussion and Analysis Elements of Executive Compensation". These components are included in the employment agreements of the Company's "Named Executive Officers" or "NEOs" (as defined in Form F6 Statement of Executive Compensation (in respect of financial years ending on or after December 31, 2008)). Until the end of the financial year of the Company ended December 31, 2013, executive officers also benefitted from periodic grants of stock options ( Options ) and yearly grants of performance share units ( PSUs ). For a description of the Options, PSUs, Stock Option Plan and PSU Plan, refer to the 2014 Circular. For information concerning Options and PSUs outstanding, see "Summary Compensation Table" below. Compensation Governance The Compensation Committee is comprised of Terry Robinson, Hugh Stoyell and Robert Wardell, each an independent member of the Board. Mr. Robinson is a Fellow of the Institute of Chartered Accountants of England and Wales and has been involved in corporate restructuring of companies since Mr. Stoyell was the former Chairman of the Remuneration Committee of Sentula Mining Limited, a South African mining company. Mr. Wardell is a member of the compensation committee of Allied Nevada Gold Corp, a TSX-listed company. The Compensation Committee assists the Board by making recommendations to the Board concerning the salaries, bonuses, and other benefits of the Company's Chief Executive Officer and other members of the senior management team. In setting base salaries and bonuses for the Chief Executive Officer and other executive officers, the Compensation Committee reviews the particular individual's achievement of the Company's objectives during the previous financial year and trends the Compensation Committee has observed about executive compensation in the mining industry generally. The Compensation Committee reviews on an annual basis the compensation of the Board. The Compensation Committee also reviews salary guidelines and employment benefit trends and makes recommendations to the Board where appropriate. The Board has considered risks associated with its executive compensation and determined that the executive officers should be rewarded based on contribution to the business of the Company and has set performance targets for the executive officers that would benefit the Company in the

6 - 6 - medium and long term timeframe. The Board recognizes that certain elements of compensation could promote unintended and inappropriate or excessive risk-taking behaviour; however, the Board seeks to ensure that the Company s executive compensation program appropriately balances short-term and long-term incentives. Base salaries are fixed in amount and are not subject to performance risk. While annual performance-based awards focus on the achievement of short term or annual goals and such goals may encourage the taking of short-term risks at the expense of long term results, such awards are based on Company-wide achievements in addition to personal achievements. To receive the benefit of long-term incentives, executive officers must be employed by the Company (subject to limited exceptions), thereby better aligning executive performance with the longer term interests of the Company and its shareholders. The Board believes that executive compensation risk management is reinforced by ongoing Board oversight of, among other things, the Company s financial results, regulatory disclosure, strategic plans, fraud and error reporting, the Audit Committee s regular meetings with the external auditors (including without the presence of management), the Company s internal control, management information systems and financial control systems. As a result, the Board does not believe that its compensation practices and policies encourage inappropriate or excessive risk-taking. The Company does not currently have a policy which prohibits an executive officer or director from purchasing financial instruments that derive their value from the market price of the Common Shares. However, the Company s Confidentiality and Insider Trading Policy prohibits transactions in such financial instruments during defined blackout periods. See "Statement of Corporate Governance Practices Compensation and Compensation Committee" for additional details relating to the Compensation Committee. The following table sets forth the meetings held by the Compensation Committee during the year ended December 31, Date Topics of Discussion February 5, 2014 May 13, 2014 August 7, 2014 November 13, 2014 Key personnel compensation and bonus, determination regarding PSUs due for grants made in 2013, 2012 and 2011, replacement of PSU and Stock Option Plan with a deferred, cash-based new executive incentive plan New executive incentive plan, CEO, CFO and COO performance targets Cap for annual bonus No special business discussed In conducting its review and making its recommendations to the Board, the Compensation Committee was satisfied that all recommendations complied with the Compensation Committee's philosophy and guidelines set forth above. Elements of Executive Compensation The three main elements of compensation of the Chief Executive Officer and other senior executive officers of the Company (including each of the Company's Named Executive Officers) for the financial year ended December 31, 2014 included annual compensation in the form of base salary, annual performance-based incentives and long term incentives. Competitive benefits and perquisites are also provided at the discretion of the Board. Until the end of the financial year of the Company ended December 31, 2013, executive officers also benefitted from the initial grant of Options and yearly grants of PSUs. For a description of the Options, PSUs, Stock

7 - 7 - Option Plans and PSU Plan, refer to the 2014 Circular. Other than in respect of the issuance of Common Shares upon the exercise of outstanding Options and vesting of PSUs, the Stock Option Plans and PSU Plan are effectively terminated. Cash-Based Compensation Base Salary Salaries form an essential component of the Company's compensation mix as they are the first base measure to compare and remain competitive relative to peer groups. Base salaries are fixed and therefore not subject to uncertainty and are used as the base to determine other elements of compensation and benefits. Base salaries serve as the basis for calculating certain of the compensation incentives described below, such as awards granted under the STIP (as defined hereinafter). Employees in the mining industry often move between various companies. Based on the experience and knowledge gained at other mining companies (including the other mining company boards that the Katanga directors are currently members of), the directors and executive officers of the Company know and understand the compensation received at other similar mining companies. With this experience and knowledge, the Board, upon the recommendation of the Compensation Committee, establishes base salary ranges for the Company's executive officers. Within those ranges, individual rates generally vary with weight being placed on the following factors: (a) the particular responsibilities related to the position; (b) salaries paid by comparable businesses; (c) the experience level of the executive officer; (d) his or her overall performance; and (e) the location of the executive's employment. Annual Performance-Based Cash Incentives Annual cash incentives are a variable component of compensation designed to reward the Company's executive officers, employees and consultants for maximizing annual operating performance. The Company's business plan requires that the focus is on project development milestones and safe, efficient and responsible (environmental and social) production growth. These measures are therefore regarded as the basis for the annual variable incentive scheme, linking management performance with the commitments made to the Company's shareholders. Bonus payments are awarded to executives, after taking into account corporate performance and individual performance. In assessing corporate performance, it is recognized that executive officers cannot control certain factors, such as interest rates and the international market for the copper and cobalt produced by the Company. When applying the corporate performance criteria, the Compensation Committee considers factors over which the executive officers can exercise control, such as meeting production budget targets established by the Board at the beginning of each year, controlling costs, safety performance, taking advantage of business opportunities and enhancing the competitive and business prospects of the Company. In determining payout amounts, the members of the Compensation Committee draw on their experience as directors and compensation committee members of other similar companies in the mining industry. Individual performance is qualitative in nature, based largely on performance relative to goals and objectives determined at the beginning of the year. All awards are at the discretion of the Compensation Committee and on the recommendation of the Chief Executive Officer. However, the Chief Executive Officer does not make a recommendation for his own award. At its meeting of August 7, 2014, the Compensation Committee decided that the maximum bonus should be capped at 160% of base salary, subject to the discretion of the Committee.

8 - 8 - On March 17, 2010, the Board adopted a short-term incentive plan (the "STIP") to formalize and replace its annual variable incentive scheme. The Compensation Committee may, subject to Board approval, grant awards under the STIP to any officer or employee of the Company. The Compensation Committee is responsible for setting the performance measures applicable to the award and for determining the extent to which such performance measures are met. The amount of the award may be varied from the amount calculated at the reasonable discretion of the Compensation Committee. In 2014, the performance measures and goals used to determine awards under the STIP included: achievement of budgeted production levels; keeping costs of production to within the annual budgeted costs (with credit to be considered for overall cost reduction initiatives); completion of specific projects within specified time and budget; assessment of individual effort and contribution toward the production and business objectives; health, safety, environmental and quality control considerations (including the maintenance of a zero fatality record within the entire Company and the completion and submission to applicable authorities in the Democratic Republic of the Congo of an updated environmental and social impact assessment); management of organizational structure; the NEO's contributions to leadership and investor and public relations; the establishment of a culture of cost and budget awareness; the compliance with all statutory reporting requirements; and the effective management of the Company s corporate social responsibility program. To the individual s performance, which is shown in percentages of the targets set in the "Summary Compensation Table" further below, a discretionary element based on qualitative assessment is added in order to determine the final award. Long Term Incentives At its meeting of February 5, 2014, the Compensation Committee discussed the replacement of the PSU Plan and Stock Option Plans with a new five year, cash settled, deferred, executive incentive plan (the "Long Term Incentive Plan"). For a description of the Options, PSUs, Stock Option Plans and PSU Plan, refer to the 2014 Circular. Following further discussions and subsequent approval by the Board, the Long Term Incentive Plan was formally implemented on May 8, Under the Long Term Incentive Plan, NEOs may receive a bonus in an amount up to the amount of such NEO's base salary, annually payable in equal installments over the next five years. Payment of an award under the Long-Term Incentive Plan is subject to the continued employment of the recipient at the time an installment is to be paid. Similar to the STIP, the Compensation Committee is responsible for setting the performance measures applicable to the Long Term Incentive Plan award and for determining the extent to which such performance measures are met. For a description of the key performance criteria for 2014, see "Annual Performance-Based Cash Incentives" above. The following table provides information concerning the achievement level of the key performance criteria for each NEO during the previous three financial years. Name and principal position Year Achievement of Performance Targets Jeffrey Best (2) Chief Executive Officer (appointed COO on May 3, 2011, appointed CEO on September 22, 2011, and ceased employment with the Company on February 12, 2015) % % % Jacques Lubbe 2012 n/a

9 - 9 - Name and principal position Year Achievement of Performance Targets Chief Financial Officer (appointed CFO on November 18, 2013, and ceased employment with the Company on February 12, 2015) Richmond Fenn (appointed COO on September 25, 2013, and ceased employment with the Company on November 14, 2014) Bernie Cyr Project Director - Energy Eric Best General Manager - Luilu Refinery (appointed September 9, 2011, and ceased employment with the Company on January 14, 2015) 2013 n/a (1) % 2012 n/a 2013 n/a (1) % % % % % % % Notes: (1) No qualitative performance assessment was done for Jacques Lubbe and Richmond Fenn in 2013, as they had both joined the Company only towards the end of the year. Other Compensation (Perquisites) Perquisites are provided to executive officers as a means of attracting and retaining their services. Perquisites are offered for competitive reasons and can be specific to the location of the role and take into consideration the needs of the individual concerned. Perquisites offered by the Company include travel allowance and reimbursement of school fees in accordance with the Company's policy for expatriate assignments. Overview of How the Compensation Program Supports Compensation Goals Attract, Hold and Inspire Key Talent The compensation package in 2014 meets the goal of attracting, retaining and motivating key talent in a highly competitive mining environment through a competitive cash compensation program, consisting of (i) base salary; (ii) short term bonus opportunities; and (iii) the Long Term Incentive Plan. Alignment of Interests of Management with Interest of the Company's Shareholders The compensation package meets the goal of aligning the interests of management with the interest of the Company's shareholders through the annual and long term incentives based on the meeting of key performance criteria, which would be expected to result in increases in the Company's share price over time to the benefit of shareholders. Further, the provision of a fiveyear installment period for the Long Term Incentive Plan incentivizes management to also focus on long-term growth.

10 PERFORMANCE GRAPH The following graph compares the yearly percentage change in the cumulative total shareholder return for $100 invested in Common Shares against the cumulative total shareholder return of the S&P/TSX Composite Index for the five most recently completed financial years of the Company, assuming the reinvestment of all dividends. 250 KAT.TO S&P TSX Composite Index Dec-09 Jun-10 Dec-10 Jun-11 Dec-11 Jun-12 Dec-12 Jun-13 Dec-13 Jun-14 Dec-14 Dec. 09 Dec. 10 Dec. 11 Dec. 12 Dec. 13 Dec. 14 Katanga Mining S&P/TSX Composite No part of the discretionary bonus payments and Long Term Incentive Plan payments were made as a direct result of the price of the Common Shares of the Company during the year ended December 31, The compensation of the Company's executive officers is not based directly upon the performance of the Company's Common Shares though compensation is based on factors that would be expected to impact the performance of the Company's Common Shares.

11 SUMMARY COMPENSATION TABLE The following table provides information regarding compensation earned by each of the Company's current NEOs during the previous three financial years. Name and principal position Jeffrey Best (2) Chief Executive Officer (appointed COO on May 3, 2011, appointed CEO on September 22, 2011, and ceased employment with the Company on February 12, 2015) Jacques Lubbe Chief Financial Officer (appointed CFO on November 18, 2013, and ceased employment with the Company on February 12, 2015) Year Salary (US$) Sharebased awards (US$) (3) Optionbased awards (US$) (4) Non-equity incentive plan compensation (US$) Annual incentive plans Longterm incentive plans (5) Pension Value (US$) All other compensation (US$) (1) Total compensation (US$) , ,084 Nil 933,019 Nil Nil 42,000 2,051, , ,502 Nil 1,000,000 Nil Nil 52,372 2,179, ,201 Nil Nil 1,240, ,808 Nil 52,372 2,178, n/a n/a n/a n/a n/a n/a n/a n/a ,888 Nil Nil Nil Nil Nil 9,902 71, ,135 Nil Nil 444,115 72,539 Nil 78,225 1,113,014 Richmond Fenn (appointed COO on September 25, 2013, and ceased employment with the Company on November 14, 2014) 2012 n/a n/a n/a n/a n/a n/a n/a n/a ,731 Nil Nil 175,000 Nil Nil 25, , ,957 Nil Nil 370,096 72,539 Nil 169,219 1,086, , ,661 Nil 241,137 Nil Nil 32, ,415 Bernie Cyr Project Director - Energy , ,359 Nil 240,000 Nil Nil 69,085 1,006, ,126 Nil Nil 296,077 75,056 Nil 49, ,604 Eric Best General Manager - Luilu Refinery (appointed September 9, 2011, and ceased employment with the Company on January 14, 2015) , , , ,627 Nil Nil 71, , , ,767 Nil 192,450 Nil Nil 60, , ,822 Nil Nil 296,077 62,531 Nil 67, ,764 Notes: (2) Includes travel allowance, notice and term leave payments and reimbursement of school fees paid by the Company. (3) Jeffrey Best received no compensation for his services as a Director. (4) The PSU amounts include the full grant for each year. The PSU grants for 2012 were valued at the December 31, 2012 share price of $0.60 converted to USD at the December 31, 2012, exchange rate of $1.00 = US$ The PSU grants for 2013 were valued at the December 31, 2013 share price of $0.455 converted to USD at the December 31, 2013, exchange rate of 1.00 = US$ Management expects approximately 60% of the full grant to vest at the end of the three year vesting period. The methodology is consistent with International Financial Reporting Standards. (5) The Option amounts include the full grant for each year valued using a Black-Scholes valuation on grant date. During the year ended December 31, 2012, the values assigned to the Options were calculated using the Black-Scholes valuation model using an exercise

12 price of C$0.82, a dividend yield of 0%, a risk free rate of return of 0.40%, expected volatility (based on historical volatility of the price of the Common Shares) of 80% and expected time to expiration of the Options of 3 years converted to USD at the December 31, 2011, exchange rate of $1.00 = US$ The weighted average grant date fair value of each Option was C$0.42. These options vest on May 17, The methodology is consistent with International Financial Reporting Standards. For the year ended December 31, 2014, the NEOs of the Company, in the aggregate, were paid remuneration of $2,642,240 and total aggregate other compensation of $3,454,526. INCENTIVE PLAN AWARDS The following table provides information regarding the incentive plan awards for each NEO outstanding as of December 31, Outstanding Share-Based Awards and Option-Based Awards Option Awards Share Awards Name Number of securities underlying unexercised Options Option exercise price (US$) Option expiration date Value of unexercised in-the-money Options (US$) (1) Number of shares or units of shares that have not vested Market or payout value of sharebased awards that have not vested (1) (US$) Market or payment value of vested share-based awards not paid out or distributed (US$) Jeffrey Best (2) 807, August 16, 2021 Nil 1,003, ,072 n/a Jacques Lubbe Nil n/a n/a n/a Nil n/a n/a Richmond Fenn Nil n/a n/a n/a Nil n/a n/a Bernie Cyr 774, August 11, 2020 Nil 661, ,832 n/a Eric Best (3) 811, May 17, 2022 Nil 553, ,526 n/a Notes: (1) Based on an underlying share value of $0.37 as at December 31, The US$ figures are presented based on the exchange rate as at December 31, 2014 of $1.00 = US$ (2) Mr. Jeffrey Best ceased employment with the Company on February 12, 2015 and forfeited the Options and PSUs held by him. (3) Mr. Eric Best ceased employment with the Company on January 14, 2015 and forfeited the Options and PSUs held by him.

13 The following table provides information regarding the value vested or earned on incentive plan awards during the financial year ended December 31, Incentive Plan Awards Value Vested or Earned During the Year Name Option awards Value vested during the year (US$) Share awards Value vested during the year (US$) Non-equity incentive plan compensation annual incentive plans - Value earned during the year (US$) Non-equity incentive plan compensation long-term incentive plans Value earned during the year (US$) (4) Jeffrey Best (1) Nil (1) 49,986 (3) 740, ,808 Jacques Lubbe Nil Nil 444,115 72,539 Richmond Fenn Nil Nil 370,096 72,539 Bernie Cyr Nil (3) 60,834 (3) 296,077 75,056 Eric Best (2) Nil Nil 296,077 62,531 Notes: (1) Mr. Jeffrey Best s 2011 award of 807,574 Options with a strike price of $1.33 vested, on August 16, At December 31, 2014 these Options were out of the money. Mr. Jeffrey Best ceased employment with the Company on February 12, 2015 and forfeited the PSUs held by him. (2) Mr. Eric Best ceased employment with the Company on January 14, 2015 and forfeited the Options and PSUs held by him. (3) Based on the share price of $0.45 and the exchange rate of $1.00 = US$ on the date of vesting. (4) Reflects the installments earned under Long-Term Incentive Plan in Installments in respect of newly-granted Long-Term Incentive Plan awards are payable subsequent to December 31. The year ended December 31, 2014 was the first year in which Long- Term Incentive Plan awards were granted, and consequently no installments were actually paid during the year ended December 31, See "Incentive Plan Awards Long-Term Incentive Plan Awards". No NEOs of the Company were granted Options during the year ended December 31, 2014, and no NEOs exercised Options during the year ended December 31, The following table sets out, for each NEO, the number of PSUs that became due each year pursuant to PSU grants made in 2012 and No PSUs were granted during the year ended December 31, For more information relating to the granting of PSUs, refer to the 2014 Circular.

14 Incentive Plan Awards PSUs Due Name Year of PSU Grant (2) Number of PSUs that became due in 2012 Number of PSUs that became due in 2013 Number of PSUs that became due in ,195 83,766 78,182 Jeffrey Best (1) 2013 n/a 204, ,613 Total 95, , , n/a n/a n/a Jacques Lubbe (1) 2013 n/a n/a n/a Total n/a n/a n/a 2012 n/a n/a n/a Richmond Fenn 2013 n/a n/a n/a Total n/a n/a n/a ,304 64,964 66,246 Bernie Cyr 2013 n/a 128, ,641 Total 86, , , ,720 65,815 n/a Eric Best (1) 2013 n/a 98,247 n/a Total 48, ,062 n/a Notes: (1) Mr. Jeffrey Best, Mr. Jacques Lubbe and Mr. Eric Best ceased employment with the Company on February 12, 2015, February 12, 2015 and January 14, 2015, respectively. Each individual forfeited the PSUs held by himself. (2) No PSUs were granted during the year ended December 31, The following table sets out the number of PSUs that vested in the year ended December 31, 2014 (the "Vested PSUs") and the cash value of the Vested PSUs paid to each NEO in respect of such vested PSUs. PSUs granted after December 31, 2012 have not vested as at December 31, Incentive Plan Awards PSUs Vested Name Number of PSUs Vested in 2014 Pursuant to Grants Made in 2012 Cash Value of Vested PSUs paid to NEOs (US$) (1) Jeffrey Best 221,143 70,531 Jacques Lubbe n/a n/a Richmond Fenn n/a n/a Bernie Cyr 176,514 56,297 Eric Best n/a n/a Notes:

15 (1) Based on an underlying share value of $0.37 as at December 31, The US$ figures are presented based on the exchange rate as at December 31, 2014 of $1.00 = US$ The following table sets out the value of awards granted to each NEO in 2014 under the Long- Term Incentive Plan and the total amount of annual installment payments made to each NEO in respect of awards under the Long-Term Incentive Plan granted in years prior to Long-Term Incentive Plan Awards Name Long-Term Incentive Award Granted in 2014 (US$) Installments Paid in 2014 in respect of previous Long-Term Incentive Awards (1) Jeffrey Best 544,041 Nil (2) Jacques Lubbe 362,694 Nil (2) Richmond Fenn 362,694 Nil (3) Bernie Cyr 375,278 Nil Eric Best 312,657 Nil (2) Notes: (1) The Long-Term Incentive Plan was first implemented in 2014 and the 2014 grants under the Long-Term Incentive Plan were the first such grants to be made under the plan. The first installments under Long-Term Incentive Plan grants made in 2014 are not payable until 2015 and consequently, no installment payments were made to any NEO under the Long-Term Incentive Plan in (2) Mr. Jeffrey Best, Mr. Jacques Lubbe and Mr. Eric Best ceased employment with the Company on February 12, 2015, February 12, 2015 and January 14, 2015, respectively. In respect of Long-Term Incentive Plan awards granted in 2014, each was paid the first installment in February 2015 and forfeited the remaining installments. (3) Mr. Richmond Fenn ceased employment with the Company on November 14, In respect of Long-Term Incentive Plan awards granted in 2014, he was paid the first installment in February 2015 and forfeited the remaining installments. TERMINATION AND CHANGE OF CONTROL BENEFITS Employment Agreements During the year ended December 31, 2014, the Company had employment agreements or similar types of arrangements with the following NEOs, the material terms and conditions of which are described below. Jeffrey Best Mr. Jeffrey Best joined the Company on May 3, 2011 as the Chief Operating Officer, based at the mine site in Kolwezi, Democratic Republic of Congo ("DRC"). Mr. Best was promoted to the position of Chief Executive Officer on September 22, 2011 and entered into a revised employment agreement. Mr. Best's annual gross salary for the year ended December 31, 2014 was $777,201. Mr. Best resigned as Chief Executive Officer and ceased employment with the Company effective February 12, Under the terms of his employment agreement, he was entitled to an annual performance-related incentive equal to a percentage of his annual base salary and the Long Term Incentive Plan. In addition, Mr. Best received an annual travel allowance. See "Summary Compensation Table" above. Jacques Lubbe Mr. Lubbe joined the Company on November 18, 2013 as the Chief Financial Officer. His employment agreement was entered into on November 18, Mr. Lubbe's annual gross salary for the year ended December 31, 2014 was $518,135. Mr. Lubbe resigned as Chief Financial Officer and ceased employment with the Company effective February 12, Under the terms of his employment agreement, he was entitled to an annual performance-related incentive equal to a percentage of his annual base salary and the Long Term Incentive Plan. In addition, Mr. Lubbe received an annual family travel allowance. See "Summary Compensation Table" above.

16 Richmond Fenn Mr. Fenn joined the Company on June 26, 2013 as the Operations Director and was appointed as Chief Operating Officer of the Company, effective September 25, Mr. Fenn's annual gross salary for the year ended December 31, 2014 was $474,957. Mr. Fenn resigned as Chief Operating Officer and ceased employment with the Company effective November 14, Under the terms of his employment agreement, he was entitled to an annual performance-related incentive equal to a percentage of his annual base salary and the Long Term Incentive Plan. In addition, Mr. Fenn received an annual travel allowance. See "Summary Compensation Table" above. Bernie Cyr During 2011, Mr. Cyr was employed as Chief Engineer, based at the mine site in Kolwezi, DRC. On March 1, 2012, he was promoted to the position of Project Director Energy. His employment agreement was entered into on September 1, Mr. Cyr's annual gross salary for the year ended December 31, 2014 was $481,126. Under the terms of his employment agreement, he is entitled to an annual performance-related incentive equal to a percentage of his annual base salary and the Long Term Incentive Plan. In addition, Mr. Cyr receives an annual family travel allowance. Mr. Cyr may resign from his position by providing not less than eight weeks written notice to the Company. If Mr. Cyr's employment is terminated for cause (as defined in his employment agreement), his right to notice or payment in lieu of notice will be forfeited. If his employment is terminated without cause, Mr. Cyr is entitled to eight weeks notice or payment in lieu of notice at the Company's discretion. See "Summary Compensation Table" above. As Mr. Cyr has achieved more than 5 years consecutive service, on leaving the Company he would be entitled to a payment equivalent to 5 months' salary in accordance with the Company Long Service Payment scheme. Eric Best Mr. Eric Best joined the Company on September 9, 2011 as the General Manager, Luilu Refinery. His employment agreement was entered into on September 9, Mr. Best's annual gross salary for the year ended December 31, 2014 was $390,822. Mr. Best resigned as General Manager, Luilu Refinery and ceased employment with the Company effective January 14, Under the terms of his employment agreement, he was entitled to an annual performance-related incentive equal to a percentage of his annual base salary and the Long Term Incentive Plan. In addition, Mr. Best received an annual family travel allowance. See "Summary Compensation Table" above. The following table provides details regarding the estimated incremental payments to Bernie Cyr on termination without cause, assuming a triggering event occurred on December 31, Severance Period Bernie Cyr 8 weeks Severance Payment (US$) 74,019 Severance Bonus Payment (US$) 200,469 Unvested Stock Options (US$) (1) Nil Unvested PSUs (US$) (1)(2) 187,173 Long Term Incentive Plan (US$) (3) Nil Benefits (US$) (1) 740 Total: 462,401 Notes: (1) Aggregate dollar value realized based on the underlying share value at December 31, 2014 of $0.37 and on the exchange rate as at December 31, 2014 of $1.00 = US$0.862.

17 (2) The Compensation Committee may, upon termination without cause, in its sole discretion, determine that all unvested PSUs held by the applicable participant will be cancelled for zero consideration. The amounts payable by the Company in respect of unvested PSUs provided in this table assume that the Compensation Committee will not exercise this authority. (3) Amounts outstanding under the Long Term Incentive Plan are cancelled upon termination of employment. (4) Richmond Fenn, Jeffrey Best, Jacques Lubbe and Eric Best resigned from the Company effective November 14, 2014, February 12, 2015, February 12, 2015 and January 14, 2015, respectively, and are not eligible for any incremental payments for termination without cause. Change of Control Agreements During the year ended December 31, 2014, the NEOs of the Company were not parties to change of control agreements. The following table provides details regarding the estimated incremental payments to Bernie Cyr on a change of control, assuming a triggering event occurred on December 31, Severance Period Severance Payment Severance Bonus Payment Unvested Stock Options (US$) (1) Bernie Cyr Nil Nil Nil Nil Unvested PSUs (US$) (2) 187,173 Deferred Bonus Plan (US$) Benefits Nil Nil Total: 187,173 Notes: (1) Aggregate dollar value realized based on the difference between the strike price and the underlying share price at December 31, 2014 of $0.37, where such difference is positive, and on the exchange rate as at December 31, 2014 of $1.00 = US$ (2) Aggregate dollar value realized based on the underlying share value at December 31, 2014 of $0.37 and on the exchange rate as at December 31, 2014 of $1.00 = US$ (3) Richmond Fenn, Jeffrey Best, Jacques Lubbe and Eric Best resigned from the Company effective November 14, 2014, February 12, 2015, February 12, 2015 and January 14, 2015, respectively, and are not eligible for any incremental payments on a change of control. DIRECTOR COMPENSATION During the financial year ended December 31, 2014 the directors of the Company were eligible to receive US$125,000 per year for acting as directors and performing various services in such capacity, including but not limited to attending Board meetings. The Company's Non-Executive Chairman was eligible to receive US$200,000 per year for his services. In addition, each member of the Company's Audit Committee was eligible to receive US$12,000 per year for serving as a member of the Audit Committee. Each member of the Corporate Governance & Nomination Committee, Compensation Committee and the Health, Safety, Social & Environmental Committee (the "HSS&E Committee") was eligible to receive US$10,000 per year for serving as a member of each of the foregoing Committees of the Board.

18 The following table provides information regarding compensation provided to the Company's directors during the financial year ended December 31, Director Compensation Table (1)(2) Name Fees earned (US$) Sharebased awards (US$) Optionbased awards (US$) Non-equity incentive plan compensation (US$) Pension Value (US$) All other compensation (US$) Total (US$) Liam Gallagher (1) Nil Nil Nil Nil Nil Nil Nil Aristotelis (1) Nil Nil Nil Nil Nil Nil Nil Mistakidis Terry Robinson 157,000 Nil Nil Nil Nil Nil 157,000 Hugh Stoyell 230,000 Nil Nil Nil Nil Nil 230,000 Robert Wardell 157,000 Nil Nil Nil Nil Nil 157,000 TOTALS 544,000 Nil Nil Nil Nil Nil 544,000 Notes: (1) Mr. Mistakidis and Mr. Gallagher are Glencore plc nominee directors. They have both agreed to waive the compensation payable to them in connection with their service as directors of the Company for the years 2014 to (2) Mr. Jeffrey Best did not receive any compensation as a director of the Company during the year ended December 31, Please refer to the "Summary Compensation Table" for a description of the compensation Mr. Jeffrey Best received from the Company for his other services. Incentive Plan Awards None of the non-executive directors held any option-based or share-based awards during the year ended December 31, Mr. Jeffrey Best did not receive any compensation as a director of the Company during the year ended December 31, See the "Summary Compensation Table" for a description of the compensation he received from the Company. The Company did not grant any Options, PSUs or non-equity incentive plan compensation to directors of the Company during the year ended December 31, Directors and Officers Liability Insurance The Company provides insurance for the benefit of the directors and officers of the Company against liability incurred by them in such capacities. The current annual policy limit is US$90 million and contains a deductible of US$25,000 for claims brought and maintained entirely outside the United States and US$75,000 for claims brought or maintained in whole or in part in the United States. For the policy year of June 2, 2014 to June 2, 2015 the Company paid an annual net premium of US$198,675 for this insurance. INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS No informed person of the Company, any proposed director, or any associate or affiliate of such persons had any material interest, direct or indirect, in any transaction since the commencement of the Company's most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Company, or any of its subsidiaries, other than as disclosed herein. See "Related Party Transactions" in the Company's management discussion and analysis for the year ended December 31, 2014 ("2014 MD&A"), incorporated by reference herein and available under the Company's profile on SEDAR at Upon