Summary of contract

• Negotiation, representation, and other relevant context

  The parties to the agreement are Makivik Corporation, Qarqalik Landholding Corporation of Salluit, Northern Village Corporation of Salluit, Nunatulik Landholding Corporation of Kangiqsujuaq, Northern Village Corporation of Kangiqsujuaq (the communities) and Société Minière Raglan du Québec Ltée (Société Minière). Falconbridge Limited (Falconbridge), the parent company of Société Minière, is an intervening party (Art 1.1.21). Société Minière holds mining claims, exploration and other permits in the New Québec Region in the Deception River area. The claims are situated within Category III lands, as described in the James Bay and Northern Québec Agreement (Preamble). Société Minière desires to build and operate the Raglan project to produce nickel, copper, and cobalt concentrate (Preamble). An integral part of the Raglan Project entails the refurbishing and upgrading of port facilities at Deception Bay and the use of Deception Bay and adjacent waters for intermittent shipping of supplies and mineral products (Preamble). Société Minière has made applications to obtain the authorizations, approvals or consents contemplated by section 23 of the James Bay and Northern Québec Agreement, by the Environmental Quality Act (Québec) and by the Environmental Assessment Review Process Guidelines Order, SOR/84.467 to develop the Raglan project (Preamble). The communities have rights, titles, claims, and interests in and around the area involved in the Raglan project (Preamble). The communities and Société Minière deem it in their mutual interests to establish a relationship based on confidence, trust, and certainty. The agreement is expected to contribute to Inuit's general social, economic, and cultural well-being, generally, and particularly of those Inuit residing in Salluit and Kangiqsujuaq (Preamble). The agreement supersedes the Memorandum of Understanding concluded between Falconbridge and Makivik on March 8, 1993 (Art. 1.3). The objects of the agreement include: (i) facilitating the development and operation of the Raglan project in an efficient and environmentally sound manner; (ii) facilitating equitable and meaningful participation for Inuit beneficiaries and, in particular, the Inuit beneficiaries of Salluit and Kangiqsujuaq; (iii) ensuring that Inuit beneficiaries and, in particular, Inuit beneficiaries of Salluit and Kangiqsujuaq, derive direct and indirect social and/or economic benefits during both the development and operations phases of the Raglan project; (iv) incorporating the results of the communities' and Société Minière's direct discussions regarding the environmental impact study; (v) ensuring that monitoring of impacts takes place and that unforeseen impacts, or impacts the scope or significance of which are greater than foreseen, are dealt with; (vi) securing the support of the communities for the development and operation of the Raglan project; and (vii) providing an efficient ongoing working relationship between the communities and Société Minière prior to the development phase and during the development and operations phases of the Raglan project (Art. 2.1). A list of annexes to the Raglan agreements is on page 10.

• Governance, implementation, dispute resolution

  The Makivik Corporation, Qarqalik Landholding Corporation of Salluit, Northern Village Corporation of Salluit, Nunatulik Landholding Corporation of Kangiqsujuaq, Northern Village Corporation of Kangiqsujuaq (the communities) and Société Minière Raglan shall establish the Raglan Committee at the same time as executing the agreement (Art. 8.1). The purpose of the Raglan Committee shall be to: (i) serve as the forum for communication between the parties to the agreement; (ii) provide a framework for cooperation on the mining project and the implementation of the agreement; and (iii) carry out other functions vested in the Raglan Committee by the agreement (Art. 8.2). The Raglan Committee shall be composed of six representatives — three appointed by the communities and three by the Société Minière Raglan (Art. 8.3). Representatives appointed on the Raglan Committee may be replaced at any time at the discretion of the party that appointed them (Art. 8.3.3). At least one of the members appointed by Société Minière and all of the members appointed by the communities shall have decision-making power in the party that appointed them. On an annual basis, the General Manager shall provide the Raglan Committee with an overview of the planned activities of the Raglan project for the forthcoming year (Art. 8.11). The communities and Société Minière shall endeavor to resolve disputes through negotiation amicably (Art. 9.1). If there is a failure to resolve a dispute amicably, the disputes will be referred to the Raglan Committee (Art. 9.2). If the Raglan Committee fails to resolve the dispute within 90 days, the dispute shall then be submitted in writing to the President of Falconbridge and the President of Makivik (the Presidents) who then have 90 days to resolve the dispute (Art 9.2.3). If the Presidents fail to resolve the dispute or fail to refer the dispute to formal mediation or arbitration jointly, any party may commence legal proceedings concerning such dispute (Art. 9.2.5). Disputes relating to specific specified clauses (Arts. 3.2.6, 3.3.7, and 4.6) are referred to mandatory arbitration (Art. 9.3). In the case of mandatory arbitration, the aggravated party shall notify the other party in writing the dispute. The parties have 30 days to appoint an arbitrator mutually (Art. 9.3). If the parties cannot agree on a single arbitrator, an arbitration panel shall be established (Art. 9.3.4). Société Minière can assign the agreement to one of its affiliates without the Inuit's consent, provided that such affiliate agrees to all the terms and conditions of the agreement (Art. 12.9.2). Société Minière shall have the right to assign this agreement to other than one of its affiliates only with the consent of the Inuit (Art. 12.9). Makivik shall have the right to nominate a representative to the Board of Directors of Société Minière, during the term of the agreement (Art. 12.10).

• Fiscal obligations: content

  Société Minière shall make the following allocations to the Raglan Trust: (i) a series of payments ranging from $300,000-$1,000,000 payable on specified dates, as follows: (a) $1,000,000 payable within 30 days following the later of the date of the decision of the Board of Directors of Société Minière to proceed with the Raglan project, or the date of receipt by Société Minière of the authorization from the Minister of Environment and Wildlife, Québec, to proceed with the Raglan project; (b) $1,000,000 payable within 30 days of the commencement of commercial production; (c) $300,000 per year for a period of 5 years commencing in the first year of commercial production and terminating in the fifth year following the first year of commercial production, such amount to be payable on April 1, of each year; (d) $500,000 per year for a period of 5 years commencing in the sixth year following the first year of commercial production and terminating in the tenth year following the first year of commercial production, such amount to be payable on April 1, of each year; (e) $800,000 per year for a period of 5 years commencing in the eleventh year following the first year of commercial production, such amount to be payable on April 1, of each year; and (f) $800,000 per year for each year of commercial production following the termination of payments pursuant to letter (e), and each such year thereafter, such amount to be payable on April 1, of each year of commercial production; (ii) $275,000 per year for each year of commercial production; (iii) a profit sharing allocation equivalent to 4.5% of the annual operating cash flow from the Raglan project (Art. 7.2.3). Société Minière shall pay annually to Makivik Corporation $50,000 for a ten-year period, such payments to commence 30 days following the later of the date of the decision of the Board of Directors of Société Minière to proceed with the Raglan Project, or the date of receipt by Société Minière of the authorization from the Minister of Environment and Wildlife, Québec, to proceed with the Raglan project, and each year after that for nine years on April 1 (Art. 7.3). Société Minière shall establish an Education Fund and contribute annually no less than $50,000 for scholarships and summer jobs for Inuit beneficiaries who are students (Art. 5.2.6). Société Minière shall be responsible for all air transportation and hotel accommodation expenses incurred by members of the Raglan Committee in attending regularly scheduled meetings of the Raglan Committee at the Raglan project site (Art. 8.6). The trust deed establishing the Raglan Trust is in Annex 1.1.60.

• Community development obligations: Local content

  The Makivik Corporation, Qarqalik Landholding Corporation of Salluit, Northern Village Corporation of Salluit, Nunatulik Landholding Corporation of Kangiqsujuaq, Northern Village Corporation of Kangiqsujuaq (the communities) and Société Minière acknowledge that training members of the communities both off-site and on-site is crucial so that the maximum number of available jobs at the mine can be filled by Inuit beneficiaries (Art. 5.2.1). Société Minière undertakes to implement some training initiatives to promote the training and employment of Inuit beneficiaries, including: (i) cooperating with community entities regarding the development of training programs; (ii) entering into an agreement with the Kativik Regional Government and Human Resources Development Canada regarding the training of heavy equipment operators; (iii) establishing, in consultation with the Kativik Regional Government and the Kativik School Board, an on-site training program for Inuit Beneficiary Employees to fill as many as possible of the skilled, supervisory and technical positions at the Raglan project with community members (Art. 5.2.4); and (iv) establishing some other additional on-site training programs, such as cross-training programs for operators and trade positions, succession programs to develop further skills, personal and career counseling and support systems for trainees. (Arts. 5.1, 5.2, 5.5.5). Annex 5.2.2 describes the training programs for Inuit beneficiaries. In consultation with the Kativik Regional Government and Kativik School Board, Société Minière shall establish an Education Fund and contribute annually no less than $50,000 to provide scholarships and summer jobs for Inuit beneficiaries who are students (Art. 5.2.6). Société Minière shall, in consultation with Kativik School Board, establish an orientation program regarding the mining industry and job opportunities at the Raglan project for high school students in Nunavik (Art. 5.2.7). The Kativik Regional Government shall provide Société Minière with a list of all potential available and qualified candidates on a regular and updated basis (Art. 5.3.2). To maximize the number of jobs for community members, Société Minière shall hire and fill vacancies in all categories of jobs from among available qualified candidates in the following order: (i) Inuit beneficiaries residing in Salluit and Kangiqsujuaq; (ii) Inuit beneficiaries residing in the other Northern villages; (iii) persons of Inuit ancestry, whether or not an Inuit beneficiary, residing in the Northern village or elsewhere and Inuit beneficiaries residing elsewhere than in a Northern village; and (iv) southerners residing inside and outside of Nunavik (Art. 5.3.4). Subject to the hiring priorities in Art. 5.3.4, Société Minière shall hire as permanent employees on a preferential basis the participants who complete the training programs (Art. 5.3.5). Société Minière shall determine entry requirements (education, language requirements, and experience) for all categories of jobs at the Raglan project in consultation with the Kativik Regional Government and the Kativik School Board. Previous on-the-job experience shall be considered in place of education requirements on a case by case basis for Inuit beneficiaries who are candidates (Art. 5.3.8). Lack of a second language will not be a barrier to Inuit beneficiaries' employment for job positions that do not require a second language. Société Minière shall assist unilingual Inuit engaged at the Raglan project to improve their employment opportunities through appropriate language training programs (Art. 5.3.9). Société Minière shall make reasonable efforts to promote inter-cultural dialogue and understanding at the Raglan project, including providing cross-cultural training for managers and supervisors, mandatory cross-cultural orientation seminars to all employees and courses in language training in Inuktitut, French, and English, invite local artists to perform outside of working hours at the Raglan project, allow Inuit crafts for sale at a convenience store at the Raglan project, and organize sports events and social activities between the community and employees at the project (Art. 5.5.2). Société Minière shall hire an Inuit beneficiary for the position of Inuit Employment and Training Officer who shall, in conjunction with other management staff, be responsible for the hiring, training, and orientation of all Inuit workers. The Inuit Employment Officer shall be responsible for liaison between Inuit Employees and Société Minière supervisory personnel and help resolve any problems within a multi-cultural workforce. The nature, scope, and qualifications of the Inuit Employment and Training Officer are in Annex 5.4.5. (Art. 5.4). Société Minière shall cooperate with the communities to provide access to Country Food to Société Minière's Inuit employees and its contractors and their Inuit employees at the Raglan project site (Art. 5.5.6). Section 6 of the agreement aims to promote Inuit enterprises' utilization whenever possible in performing work or supplying goods and services during the development and operations phases of the Raglan project (Art. 6.1). The parties have reviewed the type of work, goods, and services required for the Raglan project in the development and operations phases to determine those areas of work, goods, and services available to award to Inuit enterprises (Art. 6.2). To ensure that the work contemplated during the development phase is cost-competitive, Société Minière reserves the right to invite tenders from contractors and suppliers of its choice but shall include qualified Inuit enterprises (Art. 6.2.4). For the services listed in Art. 6.3.2 required during the operations phase, including air transportation, catering, road maintenance, diamond drilling, trucking of concrete, and on-site preparation of explosives, Société Minière shall enter into good faith direct contract negotiations solely with a suitably-qualified Inuit enterprise. If Société Minière and an Inuit enterprise are not able to resolve the contract negotiation under such good faith negotiations within the allotted time, Société Minière may proceed to award the contract pursuant to invitations to tender (Art. 6.3.9). For services required during the development phase (excluding air transportation services), and for services required during the operations phase not awarded according to direct negotiation with an Inuit enterprise, Société Minière shall invite qualified Inuit enterprises to tender for such services and identify to bidders invited to tender those Inuit enterprises qualified to provide goods or services required as sub-contractors or suppliers (Art. 6.4.1). Makivik, on behalf of the communities and in conjunction with the Kativik Regional Development Corporation, shall maintain an up-to-date list of Inuit enterprises that appear to be capable of providing goods and services to the Raglan project and shall communicate such information to Société Minière through the Raglan Committee at least once each year (Art. 6.7). To ensure the effective implementation of job opportunities and Inuit enterprises by all contractors selected by Société Minière to perform work at the Raglan project, Société Minière shall require each contractor to provide a quarterly compliance report which shall include the number of Inuit offered work, the number of Inuit employed by the contractor and its sub-contractors, a description of the training offered to the Inuit and the number of Inuit laid-off or dismissed and the Inuit enterprises engaged as sub-contractors or suppliers (Art. 6.10).

• Community development obligations: Infrastructure and social services

  Société Minière has the intention to improve and extend the already existing road from Deception Bay to Katinniq to facilitate the transportation of supplies between these two areas (Art. 11.5).

• Community development obligations: Other

  Transportation of employees, contractors, and approved visitors from outside of Nunavik shall, as much as possible, be direct from a point outside of Nunavik direct to the Raglan project site (Art. 11.1.2). Société Minière shall prohibit the establishment of satellite camps on the Raglan project site. However, Société Minière shall provide access to Inuit traveling between villages or on the land pursuing harvesting activities, if such Inuit require assistance in bad weather or other emergencies (Art. 11.2). Société Minière, in consultation with the Inuit parties through the Raglan Committee, shall establish rules and procedures for its employees and contractors and their employees regarding non- native hunting and fishing. To promote the safety of persons and equipment at the Raglan Project site, the Inuit parties shall request their members and constituents to refrain from hunting (using firearms) in and around the Raglan project site (Art. 11.6, 11.7). In seeking to maintain a drug and alcohol-free environment at the Raglan project, Société Minière shall implement and enforce the drug and alcohol policy described in Annex 11.8.

• Environmental and social protection

  The Raglan project's final design shall substantially conform with the description set out in chapter 3 of the environmental impact study (Art. 3.1). The Makivik Corporation, Qarqalik Landholding Corporation of Salluit, Northern Village Corporation of Salluit, Nunatulik Landholding Corporation of Kangiqsujuaq, Northern Village Corporation of Kangiqsujuaq (the communities) and Société Minière acknowledge that the environmental impact study prepared by Roche has been the basis for discussion between the parties regarding environmental and social impacts of the Raglan project and the preparation of Annex 4.2. Société Minière acknowledges that the communities do not have the resources to do an in-depth analysis of the impacts described in the environmental impact study and that, accordingly, they are relying on the evaluation of the significance of impacts after mitigation as described in the environmental impact study (Art. 4.1). If Société Minière intends to extract mineral deposits from the claims area, other than at Katinniq, Zones 2 and 3, or Donaldson, Société Minière is required to have performed an environmental assessment regarding such new development at its own expense and to report the results to the communities (Art. 3.2.2). Based on such environmental assessment, the communities and Société Minière (through the Raglan Committee), shall jointly prepare and execute a summary in the format of Annex 4.2, of the impacts, mitigation measures, monitoring programs and significance after mitigation of each impact resulting from such new development (Art. 3.2.3). Société Minière may wish to develop and extract mineral deposits in the exploration permit area and, Cross Lake, or may wish to extend the concentrator's capacity to be located at Katinniq beyond 1,000,000 tons annually. Any new project constitutes an addition, alteration or modification of the Raglan project and subject to Société Minière obtaining necessary authorizations, approvals or consents required by law, including the Environmental Quality Act and the Environmental Assessment Review Process Guideline Orders. Société Minière is required to undertake an environmental impact study before presenting any new project for authorization if required by the environmental authorities. If the new project is approved, the description of the Raglan project in Art. 3.1 will be amended to apply the terms and conditions of the agreement to the new project (Arts. 3.3.1, 3.3.3). The undertakings in Art. 12, which includes general undertakings of Société Minière and the communities, will not apply to a new project unless Société Minière and the communities have executed a new project annex (Art. 3.3.6). To minimize or avoid the project's environmental impacts (listed in Annex 4.2), Société Minière agrees to perform or cause to have performed some mitigating and monitoring measures (Art. 4.4, 4.5). Annex 4.2 lists these mitigating and monitoring measures for each environmental impact. There are two further annexes with mitigating and monitoring measures in the case of new development projects by Société Minière (Art. 4.4). Société Minière shall also carry out or cause to be carried out the monitoring measures described in Art 4.5 and Annex 4.2. All monitoring work done shall be reported in a timely fashion to the Raglan Committee (Art. 4.5.1). Following depletion of reserves or the permanent abandonment of the Raglan project, Société Minière will restore the area to a status that will make it accessible to local people, approximate its initial state as closely as possible and ensure that abandoned mines are not significant sources of environmental contamination or danger to human beings or economic wildlife and fish species. The restoration and rehabilitation effort will affect all openings, equipment, buildings, infrastructures, waste rock, tailings, and general waste materials. It will adhere to the general framework outlined by Société Minière in its environmental impact study (Art. 12.6.1). The terms and conditions of the agreement do not affect the rights of the Inuit Parties and any other person concerning any claim or damage arising out of or in relation to toxic substances, toxic contamination or pollutants or the impacts of such on humans, wildlife, wildlife habitat or other resources both onshore and offshore Québec resulting from the Raglan project (Art. 10). The Parties and Falconbridge shall enter into a separate protocol governing compensation or remedial measures to individual Inuits (Art. 12.13). Annex 3.1 is a summary of the description of the Raglan project. Annex 1.1.2 is a document titled "Answers to the Questions of Makivik Relative to the Environmental Impact Assessment," prepared by Roche on behalf of Falconbridge in June 1994.

• Transparency or confidentiality

  The Makivik Corporation, Qarqalik Landholding Corporation of Salluit, Northern Village Corporation of Salluit, Nunatulik Landholding Corporation of Kangiqsujuaq, Northern Village Corporation of Kangiqsujuaq (the communities) shall not disclose to any third party for any reason all confidential information of which the communities become aware of during their relationship with Société Minière and Falconbridge. The communities are not required to keep confidential information which (i) is established by the communities (to the satisfaction of Société Minière) to be specifically known to the communities before disclosure by Société Minière; (ii) is or becomes generally available to the public through no fault of the communities; (iii) corresponds to information furnished by Société Minière and Falconbridge to a third party on a non-confidential basis, or (iv) is disclosed under any legal requirement (Art. 12.11).

• Other noteworthy clauses

  The Inuit shall not promote or support others in promoting the recommendation to increase the level of mining duties or corporate income tax charged to Société Minière applicable to the Raglan project over and above levels that would apply to similar mining projects existing elsewhere in the Province of Quebec (Art. 12.15). Inuit and local residents wishing to visit the Raglan Project site shall be able to do so by first obtaining Société Minière's prior written consent and making the appropriate arrangements with the Raglan project site supervisor (Art. 11.3). Société Minière will reimburse Makivik for all costs and expenses incurred by Makivik in connection with or relating to the negotiation and execution of this Agreement (Art. 12.2). The Inuit parties shall have the right of first refusal to purchase any equipment or property related to the Raglan project's construction or operation, which is deemed surplus by Société Minière. The Inuit shall have 60 days to inform Société Minière of their intention to such purchase (Art. 12.8).