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Vale – Manitoba Operations Community Liaison Committee – Terms of Reference

Background

Vale has enacted a global sustainable development policy that mandates the company’s Operations to adhere to the following principles:

 Vale’s mission is to transform mineral resources into prosperity and sustainable development.  For Vale, sustainable development is achieved when its activities, particularly its mining operations, add value to its shareholders and stakeholders whilst contributing to social strengthening, economic development of regional vocations and environmental conservation and restoration, through a conscious and responsible management approach, voluntary corporate actions and the establishment of partnerships with governments, public institutions, the private sector and civil society.  Vale’s principle is to act with the objective of leaving a positive social, economic and environmental legacy in the areas where it operates by encouraging social inclusion through work education and human development, economic growth and diversification according to local vocations, strengthening of local institutions – supporting the responsible public institutions with the planning of appropriate urban infrastructure, whilst contributing to the conservation and restoration of ecosystems, biodiversity and cultural heritage of the region. Mining is by nature a finite activity, limited to the life cycle of the mineral deposit. The sustainability legacy of our activities depends on the development of new economic vocations that may guarantee the perpetuity of the social wellbeing in balance with environmental conservation.

Purpose of the Community Liaison Committee

The Community Liaison Committee will serve as one instrument to provide organized public input into Manitoba Operations success in adhering to the Vale global sustainable development policy by inviting the committee’s membership to provide advice on how the Operations’ activities can be improved to better reflect these principles and the needs of communities in northern Manitoba.

The Community Liaison Committee is not intended to alter or affect Aboriginal or Treaty rights recognized and affirmed under Section 35 of the Constitution Act, 1982.

Membership

Participation as formal members of the committee will be sought from communities in close proximity to Vale’s operations in Thompson, Manitoba and from stakeholders that are able to lend specific expertise and provide input around best practices associated with Vale - Manitoba Operations. Membership is voluntary and without remuneration, and does not constitute endorsement of Vale - Manitoba Operations of its policies or actions.

The following organizations have been invited to participate in the Community Liaison Committee:

 City of Thompson  Nisichawayasihk Cree Nation  Tataskweyak Cree Nation  Cross Lake First Nation  Pikwitonei Community Council  Thicket Portage Community Council  Wabowden Community Council  Manitoba Métis Federation  Northern Health Authority  Manitoba Conservation  Manitoba Family Services and Housing  School District of Mystery Lake  United Steelworkers Local 6166  LGD of Mystery Lake  University College of the North  Vale (2)

While the formal membership of the Community Liaison Committee shall consist of representatives from the above communities and agencies, the committee shall have the opportunity to identify additional communities or agencies, including non-governmental organizations, to participate in committee activities when specific concerns or issues are considered by the committee. Such individuals are expected to bring specific expertise to assist in advancing resolution to these issues.

Communities and organizations are asked to designate a representative to be a member of the Community Liaison Committee as well as an alternate who could attend meetings when the member is unable to. In the interests of continuity, a commitment by Community Liaison Committee members to attend all meetings is expected. All committee members will be responsible for reporting back to their respective communities or agencies on the activities of the committee, and for maintaining a strong connection with the community or organization that they represent to ensure a timely exchange of information and opinions. All members are expected to respect provisions of confidentiality when requested.

Meeting Process

 Vale will appoint a representative to act as chairperson to ensure that the Terms of Reference are followed and reviewed and updated annually or as revisions require.  Meetings shall be held up to four times per year (typically quarterly), or at the call of the chair when there is consensus among committee members to convene a special meeting of the committee.  Meetings may rotate to be hosted by communities or organizations  The Community Liaison Committee acts in an advisory capacity only, and Vale is not obligated to accept the input and recommendations of the committee. As the committee is advisory in nature, the committee is enabled to make two types of decisions. Firstly, it decides on its own procedural matters. Secondly, it provides advice and observations to Vale - Manitoba Operations.  Vale will seriously consider any advice provided through the Community Liaison Committee. Following the compilation of all meeting minutes, the minutes will be referred to the General Managers of Vale – Manitoba Operations. A member of the senior leadership team for Manitoba Operations will provide a feedback to committee members that explains how the committee’s advice has been used and in cases in which advice was not taken, the reasons why it was not taken.  Agenda items for meetings will be determined by committee members. Members of the committee will, in addition, recommend any additional participants in committee matters to participate in the consideration of meeting agenda items. Vale will be responsible for compiling the meeting agendas and for ensuring their distribution to committee members to ensure that committee members have sufficient time to review the materials and consult with community members in advance of meetings.  In addition to receiving input on its sustainable development policy, Vale will review its tailings basin management plans, progressive decommissioning plans, and its determination of material issues of concern to the community with the committee on an annual basis. The company will also share and review comments received through the company’s Environmental Hotline with committee members on a regular basis.  To allow for the sharing of confidential information with members of the committee, members may be asked to sign a confidentiality agreement.  A quorum shall consist of 50 percent of the members plus one. Meetings and discussions may be held in the absence of a quorum, but no formal decisions will be made until the next meeting when a quorum is available.  So that members of the Community Liaison Committee can best listen to and understand local contexts, meetings of the Committee may be rotated throughout communities that make up the membership of the Community Liaison Committee, and/or community presentations will be scheduled. 4

 Proceedings of the community liaison committee may result in media interest. Members are free to discuss their views or positions on the Community Liaison Committee with the media, but shall not attempt to represent overall committee views or the views of their fellow committee members. If the committee has reached consensus on a topic that becomes a media issue, then committee members will decide at that time who will be spokesperson for the Committee on the particular issue.  Vale - Manitoba Operations will be responsible for taking meeting minutes and their distribution to members.  Vale will support the Community Liaison Committee financially to cover the costs of meeting venues, logistics and preparation and distribution of meeting materials. Vale will also cover reasonable costs associated with meeting attendance (i.e. transportation, babysitting).

Fund to Support Committee Research Needs

To proactively advance the priorities of the Community Liaison Committee and to contribute towards capacity building among committee participants, Vale has identified the need to establish a dedicated budget to address the research priorities of the committee should matters arise that require further study. The deployment of this budget will be directed by committee membership to consider matters related to:  Study to provide information on potential environmental concerns resulting from Vale – Manitoba Operations; and,  Elaboration on potential solutions to minimize, and mitigate any environmental concerns.

Review of Terms of Reference

Vale – Manitoba Operations will review these Terms of Reference with the Community Liaison Committee on an annual basis at which time the committee may make recommendations to Vale on how the terms of reference can be amended and structured to improve the involvement of participants in this consultation process.

About the Jasyn paints animals and Artist landscapes, but has also worked in a variety of areas such as abstract Born Jasyn expressionism, surrealism and Bighetty of the sculpture. He is known in Thompson Mathias Colomb for painting murals on buildings. Cree First In 2005, he painted a mural on the Nation, Jasyn side of the Surface Dry building at was adopted into the Lucas family Vale’s Thompson Operations to help of Thompson, Manitoba before commemorate the 50th anniversary his first birthday. His father, Jack of the year of discovery of the Lucas, worked at Vale and retired in Thompson ore body. 2010. Jasyn grew up in Thompson Although he was a featured artist and graduated from R.D. Parker at the 2010 Winter Olympics Collegiate. He moved to North in Vancouver and has sold his Vancouver in 1999 where he works around the world, Jasyn graduated from Capilano College continues to work out of Thompson, with a Diploma in Studio Art. Manitoba. He travels, putting on art In 2007, Jasyn returned to Thompson shows across the country, but his and decided to dedicate his time main goal is to further develop his to a career as a visual artist and skills and use technology to have a painter. He works mainly with stronger international presence. acrylic on canvas, both hand-painted For further information visit applications and airbrush, finding www.jasynlucas.ca. a balance in both traditional and contemporary applications.

For more detailed information, please visit our website www.vale.com/canada or contact Ryan Land, Manager, Corporate Affairs and Organizational Development, Standing Strong Manitoba Operations at [email protected] 2013/2014 Annual Update on Vale in Manitoba or 204-778-2326. Living by our values

Every day, Vale’s Manitoba Operations strives to live by As for our ongoing transition to a long-term mining our values. We do this through the distinctive actions of and milling future, we must continue to reduce costs, SafeProduction: plan, accept, care, lead. This year Vale while improving productivity and production in order has placed specific emphasis on the action of caring to sustain investment in the resource. This will ensure and the difference that seconds and inches can make in the competitiveness of our operations. Vale has moved reducing risk to as low as reasonably achievable. I would the “Footwall Deep” portion of the 1-D resource into the encourage you, especially those of you with children next feasibility stage, and we will continue to invest in and youth in your lives, to have risk management order to prove the remainder of the resource. We will conversations regularly and to take the time to apply soon begin to advance the study for a concentrate load- some of the tools of SafeProduction. One of our most out facility adjacent to the mill. important tools is to conduct a SLAM — prior to Our retention and regional employment rates have participating in a high-risk activity or situation, we Stop, continued to improve, as we continue to implement our Look, Assess (hazards), and Manage (risk). Together, we Northern Employment Strategy. And we successfully can move ever-closer to achieving zero harm at work, at concluded the Thompson Economic Diversification home, and at play. Working Group process, which resulted in several ready- There are many reasons to be both optimistic and proud to-implement economic action plans for Thompson and

Photo: Keith Derksen Keith Photo: with regards to our Manitoba Operations as we begin the region. to emerge from one of the more challenging market Our business in Thompson continues to utilize cycles in our recent history. Not only did we surpass the operational excellence and continuous improvement $100 million cost reduction challenge, which resulted in order to ensure that we will be prosperous and in the continuing operation of our Birchtree Mine, but Mission Vision Values sustainable well into the future — our future. We know we did so while moving closer to achieving zero harm. We are that we would not have made it this far, and will not To transform To be the number • Life matters most Notably, our Total Recordable Injury Frequency realized realize a long-term future, without the contributions natural resources one global natural • Value our people a 40% reduction compared with 2012, and in 2013, our what of our employees and their families, and the people into prosperity resources company • Prize our planet T-1 Mine surpassed the milestone of 3,000,000 hours in Thompson and the regional communities. We must and sustainable in creating long • Do what is right without a Lost Time Injury. We were also recognized by continue to work together and care for one another we do the Towards Sustainable Mining program in the areas of development. term value, through • Improve together while doing so. excellence and • Make it happen tailings management and Aboriginal and community passion for people outreach. And we celebrated the long-standing Sincerely, commitment of Fred Houston, our operation’s first and the planet. Lovro Paulic 50-year employee. Vice-President Manitoba Operations Vale Canada Limited

2013/2014 Annual Update on Vale in Manitoba 1 Each year, Vale audits itself in audits itself Vale Each year, how determine to 19 key areas the toward is moving it well blue The harm. goal of zero portion of the spider chart 2012. from results represents portion yellow The represents The 2013. from the results harm’ ‘zero the words more the the better visible, become harm. zero towards progress Vale Manitoba Operations has won Operations Manitoba Vale of on a number award the national the National including occasions, Metal Mining for and in 2004 Award in 2005, Award 2010; and the Regional and 2012. 2006, 2007, 2008, 2009 of SafeProduction culture The of the borders beyond has grown It being is now Manitoba Operations. Of worldwide. Vale by adopted City the is that of significance, great and the culture adopted Thompson SafeOperations its own developed to continued Vale In 2013, initiative. support the City with its initiative support continued and will provide evolves. as its initiative 2013/2014 Annual Update on Vale in Manitoba 3 Vale on Update 2013/2014 Annual ompliance ty fe or Sa ive Discussions untability ct volvement ct ntra Acco Analysis oduction Committees ty Pr dits/Intera fe ompliance fe ty s 6. Employee In fe ofessional tivites 5. Au 7. Sa Pr or Sa 4. Vendor and Co Vendor 4. ty ive Discussions untability ct volvement fe ct 8. Managing Risk and Regulatory C ntra Acco 3. Sa oduction Expectations Analysis oduction Ac oduction Committees ommunication ty Pr Pr dits/Intera Pr fe fe ocedures and Job Sa fe 9. C fe s 6. Employee In ofessional tivites 5. Au 7. Sa 2. Sa Pr s Sa r’ 4. Vendor and Co Vendor 4. ty fe 8. Managing Risk and Regulatory C 10. Rules, Pr 10. Rules, 3. Sa oduction Expectations risk associated with the hazards and with the hazards risk associated those risks to reduce manage and to home. and at ALARA work at both of risk of this culture success The the through is evident management of Manitoba recognition frequent T. the John through Operations and both on a regional Ryan award level. national is a symbol Ryan award T. John The has in mining and safety of premier Trophies 1941. out since been given in a number of each year given are mines who Canadian to categories reportable the lowest recorded have injury frequency per 200,000 hours year. the previous from worked “While employees worked to reduce the operation’s operation’s the reduce to “While worked employees Total the also reduced they million, $100 by costs 40%.” Injury by Recordable rate Frequency oduction Ac ommunication Pr Pr fe ocedures and Job Sa 1. Manage 9. C fe 2. Sa s Sa r’ 10. Rules, Pr 10. Rules, 1. Manage aining t Tr ndustrial Hygiene Chemical Management/ aining t 11. I Tr ty Managemen vices ndustrial Hygiene Chemical Management/ 19. Hiring and ions fe ct 11. I 18. Maintenance 13. Ergonomics ty Managemen vices 19. Hiring and ions fe ocess Sa ct vestigation eparedness 18. Maintenance 14. Inspe 13. Ergonomics y Pr 17. Medical Ser 12. Pr ocess Sa vestigation eparedness 14. Inspe re Prevention y Pr 17. Medical Ser 12. Pr re Prevention Emergenc and Incident In Emergenc ry 16. and Fi and Incident In ry 16. and Fi While Vale Manitoba Operations Manitoba Operations Vale While significant face to continued in 2013, employees challenges the combined of lost sight never — Plan, actions of SafeProduction — and and Lead Care Accept, goals — Profit, the business In and Compete. Margin Cost, to worked fact, while employees by costs the operation’s reduce the lowered $100 million, they also Injury Recordable Frequency Total 40%. In by addition, since rate we inception, SafeProduction’s also seen the disabling injuryhave 80% by drop frequency rate chart). (see accompanying is as a culture, SafeProduction, risk to managing to committed Reasonably Achievable As Low As Ittools and(ALARA). uses specific the hazards, identify to processes Employees at Birchtree Mine (photo top left) and T-1 Mine right) (top T-1 Mine left) top and (photo Birchtree at Employees level and regional on both a national safety for earned recognition have Ryan award T. John Institute of Mining the Canadian by and Metallurgy’s in mining in Canada. safety of premier is a symbol award The program. 15. Inju 15. Inju The push toward zero zero push toward The harm is a journey that represented is well trend the historic by Disabling Injuryfor The Frequency. bar accompanying chart Disabling shows Injury rates Frequency 1998, as well since as SafeProduction milestones. 2013/2014 Annual Update on Vale in Manitoba 2 Vale on Update 2013/2014 Annual

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Ten years of SafeProduction results in 40% reduction in results SafeProduction of years Ten Injury rates Recordable Frequency Total in SafeProduction “TSM is a valuable program for improving the mining In October 2013, the Mining industry’s performance in a number of areas.” Towards Sustainable Mining Association of Canada (MAC), through the Towards Sustainable Mining necessary components of mining for receiving and acting upon Vale Manitoba Operations wins awards (TSM) initiative, recognized Vale activity, but it is crucial they are complaints and concerns. Manitoba Operations in two areas of managed to protect human safety Of special significance is Vale’s for sustainability performance in two areas achievement — tailings management, and the environment. The TSM contribution to the Thompson and Aboriginal and community protocol for tailings management region through the Thompson outreach. This is a significant goes beyond adhering to technical Economic Diversification Working achievement, as TSM maintains high standards. Group (TEDWG). Vale funded and standards for best practices in the Aboriginal and community co-launched this working group Canadian mining industry. outreach which created action plans to “TSM is a valuable program for MAC believes that strong help diversify the economy of the improving the mining industry’s relationships with communities region. TEDWG saw unprecedented performance in a number of areas,” of interest are fundamental to collaboration between Aboriginal said Robyn Millar, Environment sustainable mining. TSM looks communities, government, business Coordinator. for meaningful dialogue with and other organizations. As a result, Vale was selected as a finalist for a “We are assessed for our tailings communities, whether or not their new award — the 2014 TSM Award management, energy use, feedback is considered in decision- for Community Engagement. greenhouse gas emissions, making, and whether or not the Aboriginal and community operation has a clear mechanism outreach, crisis management planning, biodiversity and conservation management, and safety and health. While we have been making continual improvement in almost all of these protocols, it is particularly gratifying for our Operation to be recognized for achievement in tailings management and Aboriginal and community outreach.”

Tailings management MAC recognizes that tailings Vale hosts annual Open House sessions to help keep the public informed impoundments are not only of its progress and to get feedback from the community.

Members of the Community Liaison Committee, which represents stakeholders within the Thompson region, toured the site of the decommissioned Soab South Mine (top photo). Members of the Thompson Economic Development Working Group (TEDWG) (bottom left) discuss details on one of the action plans. Development of the plans included community input from focus groups and community presentations (bottom right).

2013/2014 Annual Update on Vale in Manitoba 4 2013/2014 Annual Update on Vale in Manitoba 5 “One thing is certain, if the Footwall Deep Project is The north end of Thompson Mine approved for execution, it will form the heart of our Footwall Deep Project has been under study for several years — geologists have studied mining operations in Manitoba for the next 15 years.” Vale begins feasibility study for what could extend core samples taken from thousands The Footwall Deep FEL 3 scope the detailed design, planning and of feet below surface; mine includes a potential 11 million tons scheduling of this work, suitable for the ‘life of mine’ to 2028 engineers have studied various of nickel-bearing ore located in the actual execution of the project. ways to access the potential ore; the footwall and mid-band zones The FEL 3 Study will carry on and, accountants and analysts have at the north end of Thompson through 2014 and into 2015. researched costs and returns on Mine between 4250 and 5750 “If the FEL 3 Study goes well and all investment. That study took an even Levels. It includes all the associated the pieces come together, we hope more positive turn in 2014 when the infrastructure required to produce to submit the project for approval Footwall Deep Project FEL 3 Study ore from this area through 2028. by early 2016,” said Mark. “While was launched. Infrastructure includes driving we are optimistic, there are many a ramp down to 5800 Level, There are four stages in Vale’s variables involved in a project of establishing working levels at Project Development System (PDS). this scope, all of which need to be 100-foot intervals on the way FEL stands for “Front End Loaded”, accounted for in the FEL 3 Study. down, along with ventilation, meaning the risk associated with One thing is certain, though, if the backfill, dewatering and material a project is managed responsibly Footwall Deep Project is approved handling upgrades throughout the by front end loading the technical for execution, it will form the Thompson Mine material handling and financial work that goes heart of our mining operations in system. The FEL 3 Study involves into a particular project. FEL 3 is Manitoba for the next 15 years.” the feasibility study stage which immediately precedes the project Thompson Mine execution phase. “If the FEL 3 Study Project Location is successful and the required approvals are put in place, we For 2014, the exploration would move into the project program is concentrated execution phase,” said Mark Scott, in and around Thompson General Manager, Mining & Milling. Mine. Multiple drills “But I have to stress the ‘if’, as there are working from is a lot more work required. The underground locations to technical and financial dimensions of the FEL 3 study need to be solid in expand the boundaries order for final approval to be gained Exploration of the Footwall Deep Project continues underground on the 3600-foot level. Drill core from approximately 6,000 feet below of known ore bodies. from the Vale Board of Directors.” surface is brought to surface for analysis.

2013/2014 Annual Update on Vale in Manitoba 6 2013/2014 Annual Update on Vale in Manitoba 7 “Several earth and rock-fill dams form the TMA, which is The Tailings Management Area divided into five sub-basins referred to as Areas 1 to 5. Tailings Management (TMA) is a collection and settling area for mine discharge and mill There is also a control structure called the Discharge Weir. The TMA is fed by the Grass River water system via marshy Vale expands the capacity of the Tailings Management Area tailings. It comprises approximately 58 square kilometers. It was creeks at the south end of the Vale property. Water travels to accommodate future production designed in 1960, at a time when northeast to discharge at the Weir and eventually into the tailings deposition was 6,000 to Burntwood River system through marshy creeks at the 8,000 tons per day and mine closure northeast end of the basin.” was expected to be 2013. The current mine forecast is for tailings A, as well as continued work on the Operations continue during to peak at 7,000 to 11,000 tons per Dam B coffer dam. The total effect construction, which requires day and mine cessation sometime of this and other work completed ongoing monitoring and after 2028. the previous year was to raise water management practices to levels by approximately one foot in ensure Vale is protecting its A plan was needed to expand the areas 1, 2 and 3 of the TMA. downstream water courses, as capacity of the management area well as maintaining compliance without increasing the size of the “We want to eventually raise the with environmental permitting. footprint. Work on that plan began water level by approximately four These practices include annual in 2011 and continued through 2013. to five feet,” explained Dennis Pilon, bathymetric surveys that determine Tailings Coordinator. “We want to Several initiatives to upgrade the the contours of the bottom of the cover the exposed tailings in Areas 1 TMA that were started prior to 2013 TMA. These surveys help determine to 3 to reduce the nickel load to the were completed last year. They where to safely deposit tailings. basins. Raising the level of the water include completion of upgrades to The addition of lime to suppress will allow us to deposit the required the CN Dam, raising of Dam A1 and nickel load is also employed during tailings to maintain the planned specific times of the year. mine production. We still have to finish Dam B in order to raise levels in other areas of the TMA.”

Flow leaving the catchment area at the control structure known as the Weir (top photo) is sampled and analyzed weekly with reports sent to provincial and federal governments. Another control structure is the Narrows flow gate and coffer dam, which were completed this year (photo left). The merganser standing on a log by the CN dam (bottom right) is an example of the abundant wildlife found in the TMA.

2013/2014 Annual Update on Vale in Manitoba 8 2013/2014 Annual Update on Vale in Manitoba 9 Caribou Strategy Vale is a working partner with Environment several organizations in monitoring “Vale will be involved in the development of management air, water and wildlife to ensure action plans, along with Aboriginal organizations, Partnerships help Vale work toward zero harm our operations are meeting the government, non-government organizations, industry SafeProduction principles of to the environment and the public. The goal of the strategy is to ensure the working toward zero harm to the needs of caribou are met and human developments and environment. actions are sustainable.” The most recent partnership began in 2012 when Vale Manitoba Manitoba Conservation will release Management Area. Results are Operations started helping the the updated draft of the Boreal reported to both provincial and Nickel Producers Environmental Woodland Caribou Conservation federal levels of government. Air Research Association (NiPERA) and Recovery Strategy for Manitoba. quality is continuously monitored at in the collection of high-nickel its four stations located throughout Ozone concentration analysis in sediment for ongoing sediment the city of Thompson. the atmosphere was added in toxicity studies. This research will 2013 to an air quality monitoring Vale continues to employ the help generate higher quality and partnership that started some Voluntary Emissions Reduction more realistic sediment quality 10 years ago. The partnership is Program (VERP) whenever wind standards, which is important both with Manitoba Conservation and currents blow the plume from the to the environment and to the involves an ambient air quality stack towards the city, helping to industry. Collection of sediment monitoring network within the city reduce levels of sulphur dioxide continued through 2014. of Thompson that monitors sulphur to acceptable limits. And it Volume of Calls to the Manitoba Operations’ In 2008, Manitoba Conservation dioxide, particulate matter and continues to operate its 24-hour invited Vale Manitoba Operations heavy metals. Data collected has Environmental Hotline. Anyone can Environmental Hotline 2003-2014 to participate on an advisory contributed to pollution abatement call 204-778-8888 to report sulphur committee for the management of activities locally, as well as to dioxide in the air or any other 83 woodland caribou in the Wabowden Canada-wide strategies. environmental concern. Anyone can call and Wapisu caribou ranges. Studies (See accompanying chart.) In addition to these partnerships, 204-778-8888 to of migration patterns and other Vale continues daily, weekly aspects of caribou habits and report sulphur and monthly sampling of water 51 dioxide in the habitat have been ongoing. In 2014, 45 45 43 at various locations within its air or any other 34 35 operations and at its Tailings

# of calls environmental 24 concern. 15 12 13

A variety of wildlife thrives in the region of the Vale Manitoba Operations site. A red fox rests beside a cache of pipe for the Tailings 20132012201120102009200820072006200520042003 Management Area (photo left), while a family of moose crosses an open space in the area of Birchtree Mine (right).

2013/2014 Annual Update on Vale in Manitoba 10 2013/2014 Annual Update on Vale in Manitoba 11 “The most critical times to reach students is when they At Vale, careers in mining do not are in Grade 8, as they will be making course selections for Northern Employment Strategy begin with a job application. They Grade 9 that will help advance their career choices.” begin in elementary schools. “Our Vale invests in tomorrow’s workforce priority has been to develop a robust to reach these students. A Vale- Not all Vale sponsorships and pipeline for our future workforce,” initiated program is a tour of its partnerships are directly related to by creating awareness among youth said Ryan Land, Manager for operations tailored for Grade 8 mining. The company supported Corporate Affairs and Organizational students from Thompson and NCN. the Earth Rangers program, Development. “We begin that bringing it to the School District of Vale also supports Skills Manitoba- pipeline by creating awareness Mystery Lake in 2013. Earth Rangers Canada with several of its northern of mining in general to students delivers a message of conservation programs. These include the starting in elementary school.” and how our actions affect wildlife. Northern In-School Liaison program One of the most exciting initiatives for Grade 8 students, the Northern “We also attend as many career for creating awareness in 2013 Young Women’s conference and, events as possible,” said Ryan. “We was the delivery of Mining Matters new in 2013, a northern young focus on what we call our TEDWG* to approximately 550 youth in men’s conference, aimed at region, but also include other Thompson and Nisichawayasihk introducing them to careers in northern communities such as Cree Nation (NCN), as well as to trades and technologies. Cranberry Portage and The Pas. It educators. Vale has been a sponsor was only a few years ago that we Vale continued to sponsor the of Mining Matters, an initiative of did not have enough applications Mineral Sciences Program at the Prospectors and Developers from this region to fill jobs. That is R. D. Parker Collegiate in 2013. This Association of Canada (PDAC), no longer the case.” program offers students in Grades 9 since 2010 at the national level, through 12 courses in mining-related Creating awareness is a large part but the 2013 program in northern matters ranging from geology to of Vale’s Northern Employment Manitoba was the largest delivered rock mechanics. Vale also partnered Strategy. Just as important is to date. The program uses hands- with Keewatin Tribal Council in ensuring potential employees on activities and games to teach 2013 to produce a Community understand an industrial work the full life cycle of mining — from Employment Pathways Aboriginal environment and are prepared finding resources to refining those Job Seekers Resource Guide that will to work safely within that resources for market. be distributed in 2014. environment. The Process Operators Vale has found that one of the most in Training program was initiated, in Vale supports post-secondary critical times to reach students is part, to help achieve this goal. education programs, including when they are in Grade 8, as they (See next page.) the Aboriginal Engineering Access will be making course selections Program (ENGAP) at the University for Grade 9 that will help advance *(TEDWG stands for Thompson Economic of Manitoba. Vale allocates funds to their career choices. In 2013, Diversification Working Group. It identified assist northern Aboriginal students a ‘catchment’ area for communities using Vale continued several initiatives Thompson as a service and economic hub). in the program. Vale is proud to sponsor events for youth that help develop their understanding of the world around them. The Kid-netic Energy Camp (top photo) has energized education in science for dozens of Thompson youth. Special attention is paid to education in mining through special tours (photo bottom left) and participating in the Mining Matters initiative (bottom right).

2013/2014 Annual Update on Vale in Manitoba 12 2013/2014 Annual Update on Vale in Manitoba 13 “I felt prepared in that I understood the big “When I applied to Vale, I was picture, the terminology and the principles of risk Growing Our Own nervous. I had no experience in industry. But after the POinT management. I didn’t have to start from scratch.” Meet the graduates of the POinT program — program and a few months of POinT program — to both educate “When you go out on the land all actually working at Vale, I feel I northern people about careers in the stress disappears. Then you they are Vale employees could be a spokesperson for women industry, and to provide a pathway come back into work, and you can to get into the industry!” exclaimed to jobs. Today, approximately work as hard as you want. It’s a Holly Martin, Skid Steer Operator in 90% of the 37 graduates are still good combination. It’s a stepping the Thompson Smelter. employed at Vale’s Thompson stone to a new career,” he said. operations. Holly is one of 37 people to graduate The program is comprised of four from Vale’s Process Operator in “We started in a classroom setting, modules: Industry Awareness, Training (POinT) program. Vale which is good,” said Holly, who lives Safety, Smelter Operations and Manitoba Operations launched in Thompson, “because everyone Refinery Operations. The program POinT in June 2012 as part of its is familiar with a classroom. We includes guest speakers and tours of Northern Employment Strategy. learned theoretical knowledge, various areas. As well, the classroom toured areas and were provided instructor becomes a mentor to Prior to implementation of POinT, with information that many the students as they transition to 80% of new hires came from outside long-term employees would have the workplace. the Thompson region. As of 2012, learned. I felt prepared in that I approximately 50% of all new hires “When I started working in understood the big picture, the would leave the company within September 2013, I was the single terminology and the principles of the first two years. In another two new hire laborer in the Smelter,” risk management. I didn’t have to years, 75% of new hires were gone. recalled Holly. “But I still felt start from scratch.” This resulted in labour shortages, confident. Everyone was supportive increased costs and the inability to Malcolm Hunter lives on the — from my supervisor to my co- meet production targets. Nisichawayasihk Cree Nation workers. The information I learned in (NCN) and commutes the hour POinT transferred well to the actual In the meantime, Vale was aware of to Thompson. The five-days-on, work. I feel I have come a long way the large, untapped labour market four-days-off cycle works well for from not knowing what a mine available in surrounding Aboriginal Malcolm, a Plating Tankman in the shaft and smelter are to operating and northern communities. It also Thompson Refinery. He was raised equipment in the smelter.” realized that most people in these by his grandparents and has a communities were unaware of the close connection to the outdoors. potential for developing a career He particularly loves hunting and within industry. So, it developed the providing for his family.

Participants in the POinT program spend some time in the classroom, but they also tour all areas of Vale’s Manitoba Operations to get a better understanding of mining and processing (top photo). Malcolm Hunter of the Refinery (bottom right) says the work cycle, which provides four consecutive days off, provides time for family and outdoor activities. Upon graduation from the POinT program, Holly Martin of the Smelter (bottom left) said she felt prepared to enter an Photo: Chris Sundevic Chris Photo: Sundevic Chris Photo: industrial work environment.

2013/2014 Annual Update on Vale in Manitoba 14 2013/2014 Annual Update on Vale in Manitoba 15 One Procurement SLAM Dunk Vale re-establishes local Vale is turning garbage procurement team into a resource

If you supply Vale in Thompson “The big benefit to this action is that our vendors and In 2013 we changed our view on Thompson during a Learning for with products or services, you will suppliers now have a local contact point — someone who garbage. Instead of seeing it as waste, a Sustainable Future youth forum. appreciate the move in July 2013 is on site and who understands our procurement systems.” we began to think of it as a potential “Three sessions were held where we to re-establish a local procurement resource. SLAM Dunk, a new waste shared what goes into making good team. Four Procurement Analysts “The big benefit to this action is that Most of Vale’s purchasing is still management program, provided choices to help Reduce, Reuse and are now available to help vendors our vendors and suppliers now have handled through the procurement tools to help separate the waste into Recycle,” explained Toni. address concerns and to help a local contact point — someone offices in Toronto or Rio de Janeiro. streams that could be recycled. This 2013 saw a total of 48% of Vale’s Vale improve its local purchasing who is on site and who understands Some goods or services, however, keeps waste out of the landfill, thereby waste diverted from landfill (with a processes. our procurement systems,” are more regional or site specific extending the life of the landfill peak of 62% in August) and at the explained Donna Patterson, in nature. The local procurement without increasing the size of its end of June 2014, 58% has been Manager of Operation Support & analysts are an especially valuable environmental footprint. It also diverted, bringing us closer to our Procurement. “If a vendor is having resource to the procurement helps offset the costs of recycling. goal of extending the life of our a problem, we can cut through process when Thompson-specific “Our commitment to the new landfill. barriers to help them.” purchases or services are required. environment goes beyond simply “As a potential resource, our new way Other benefits come in the form of “Some of our needs are more complying with regulations,” of thinking resulted in more than Employees, contractors and expediting emergency purchases, unique in nature,” explained Donna, said Toni Paulic, Senior Engineer. Photo: Chris Sundevic Chris Photo: $20,000 from new rebates which visitors are able to sort recyclables informing local businesses of “such as our cathode boxes from “It reflects our corporate values according to colour-coded bins at included pallets, recycling and wet potential service or procurement Norwest Manufacturing or our and requires a commitment their work sites. Since the inception cell batteries. Any way you look at of SLAM Dunk, 144 bales of contracts and providing the one-of-a-kind items such as the lime from everyone on Vale Manitoba it, SLAM Dunk can be considered a recyclable material, adding up to assurance that concerns are being slaker in the Mill. Or, we may have Operations property — employees, 32 metric tonnes have been shipped success!” concluded Toni. heard and addressed. a special project, such as testing contractors and visitors.” for processing. anode bags. We become the point “Having a local point of contact Toni said the plantwide objective is of contact or the conduit to ensure

Photo: Chris Sundevic Chris Photo: is tremendously important to our to continually increase the amount “Our commitment to the environment goes beyond that we are getting the best value. vendors,” said Donna. “They now of waste that is diverted from the simply complying with regulations.” Beth Ann Coombs, on a recent We are aware of freight charges, have a person to phone locally, who Vale landfill. The company decided tour of local supplier Norwest distances and so on, so we are also Manufacturing, learned about the will call them back or answer their in 2013 to take its learnings and a valued asset to the regional and quality controls in making cathode emails in a timely manner. It could successes and share them with boxes for the Thompson Refinery. global purchasing team.” Manager Will Juneau appreciates even be their neighbour, so the others in the community. Its first having a local contact to address confidence that concerns will be Thompson’s Procurement Analysts step in this direction was in March concerns. addressed is greatly improved.” are Denise Horton, Sherri Hohl, 2014 with Grade 8 students in Beth Ann Coombs and Heather Thompson.

2013/2014 Annual Update on Vale in Manitoba 16 2013/2014 Annual Update on Vale in Manitoba 17

Memo To Matthew Vanderhyden File no TE143004 From Mi chael French cc Mike Sauerteig Tel Michael Cyr Andy Small Fax (506) 857 -9974 Date April 8, 2015

Subject: Dam B vs. Mount Polley Perimeter Dam

In response to your e-mail message of April 3 , 2015 regarding similarities and differences between Vale Thompson Dam B and Mount Polley Mining Company (MPMC) Perimeter Dam, we have prepared a side-by-side comparison of the two structures , presented in tabular form on the following page.

We trust that this comparison provides the information you are seeking. Please feel free to contac t any of the Amec Foster Wheeler project team should you have further questions.

Sincerely,

Amec Foster Wheeler Environment and Infrastructure, a Division of Amec Foster Wheeler Americas Limited

Michael French, P. Eng. Direct Tel.: (506) 856-9650 E-mail: [email protected]

Dam B vs.s. Mount Polley Rev.docx Mr. Matthew Vanderhyden Dam B vs. Mount Polley April 8, 2015 Page 2

VT Dam B MPMC Perimeter Dam Existing After Phase III Raise Date of original construction 1996 Early 1970s Early 1970s Purpose Impoundment of tailings (and water during Impoundment of tailings and water during Impoundment of tailings and water during operational period). operational period and closure. operational period and closure. Design concept Zoned earth and rock fill dam. Zoned earth and rock fill dam. Zoned earth and rock fill dam. Construction method Modified centreline Centreline Downstream Maximum height 148 ft 85 ft 91 ft Length 6,870 ft 1,100 ft 2,053 ft Downstream slope 1.3H:1V 2H:1V 3H:1V Spillway None. Concrete water control structure capable of Concrete water control structure capable of routing the IDF for the operational period. routing the IDF for the operational period. Raise history Raised 8 times between 1996 and 2014. None to date. 1st raise scheduled to begin in 2015. Raises supported by impounded tailings. Instrumentation Piezometers, inclinometers, settlement Piezometers, inclinometers, settlement Piezometers, inclinometers, settlement markers. However, insufficient to properly markers. Pore water pressure does not markers. Pore water pressure does not assess conditions in the foundation. affect strength of bedrock foundation. affect strength of bedrock foundation. Current factor of safety 1 (at failure through the foundation) 1.3 (corresponds to a shallow slip in the slag 2.0 (corresponds to a deep-seated slip in the shell, greater than 1.5 for deep-seated original slag shell) failure) Fill materials adequately Uncertain. The raise strategy created a Yes. The existing dam was built in a single Yes. Extensive modeling was completed to characterized and modeled? convoluted cross-section that was difficult to stage. The cross-section is simple, represent the various stages of construction. model. comprising 2 main fill types. Foundation adequately No. The existence and nature of the upper Yes. The dam is founded on bedrock, which Yes. The raise is to be founded on bedrock, characterized and modeled? glaciolacustrine unit, which ultimately is not susceptible to this type of failure. which is not susceptible to this type of failure. experienced undrained failure, was not appreciated. Water balance adequacy? No. Too many uncertainties in the approach Yes. A detailed water balance was Yes. A detailed water balance was used. developed for the Tailings Basin and has developed for the Tailings Basin and it is been followed by Vale. expected that Vale will continue to follow. Filter adequacy? No. Filter was often too coarse and Yes. Yes. internally unstable.

Dam B vs. Mount Polley Rev.docx For more detailed information, please visit our website www.vale.com/canada or contact Your Backyard: Ryan Land, manager, Corporate Aﬀairs 2012 Annual Update on Manitoba Operations at (204) 778-2326. Vale in Manitoba

Birchtree exploration at Manassan Falls 1

0.3 2013 YTD

0.4 2012

0.3 2011

0.7 2010

0.9 2009

1.5 2008

2.8 07 Re-Launch Re-launch

2.2 2006

2.6 2005

2.1 2004

2.5 03 Launch Launch

3.4 2002 Disabling Injury Frequency 2012 Annual Update on Vale in Manitoba Vale on Update Annual 2012 — and doing the right things, the right way, things, — and doing the right all of the time

4.4 2001 Thompson Historic Trends — — Trends Historic Thompson • and each other ourselves for Caring • example by Leading Thanks to your commitment and dedication, commitment your to Thanks of years 10 strong celebrating are we in Manitoba. SafeProduction to: committed are We • with risk assessment all work Planning •our work the boundaries around Accepting SafeProduction: strong years 10

7 2000

6.1 1999

8.8 1998 Celebrating SafeProduction It has been more than a decade since Vale’s It than a decade since has been more 6166 and the USW Local Operations Manitoba risk joint as the first adopted SafeProduction with the daily goal of zero system management the the workplace, people, harm — to and the operate, we where communities environment. natural approach adopted interdependently an is SafeProduction Lead and Care Accept, Plan, of actions the on based is that Margin Cost, Profit, of goals business the with combined to processes and tools specific Ituses Compete. and and hazards the with associated risk the hazards, identify Reasonably As Low As to risk that reduce and manage to home. at and work at both (ALARA) Achievable is of SafeProduction the success to A key component in of standing together strength The union involvement. and supportpromotion of the SafeProduction to Manitoba Operations Vale’s has allowed fundamentals our Indeed, one of risk every management day. improve as being the safest recognized was T-1, mines, and territories in metal mine in the prairies underground either regionally been recognized 2012. Our mines have out seven T Ryan program the John through or nationally it is within that — not a coincidence of the last nine years the actions that the same timeframe of SafeProduction and union. the company by adopted were Values most matters • Life our people Value • our planet • Prize • Do is right what together • Improve • Make it happen prioritize economic wellness development, environmental initiatives, infrastructure awareness, events, cultural renewal, inclusion, Aboriginal education, development. and workforce Northern launched our We in late Strategy Employment a 2011, and it has meant increased significantly proportionour hiring of has is a This happened in the region. good story business and our for and it is one our communities, for as we write to continue will we in 2013. the program continue to is always our intention Again, your value We is right.” what “do our decision- input as it informs makingour business and take a moment Please processes. or card a feedback complete to using the contact respond enclosed. information Paulic Lovro Vice-President, Manitoba Operations Vision be the number To one global natural company resources long term in creating through value, and excellence people passion for and the planet. . In seven and Lead .

recognized as being amongst the as being amongst recognized Mine T-1 when in Canada safest Ryan T. the 2012 John received safest the for Award metal mine in the underground This and territories. prairies eﬀort is a team and it success of our commitment reflects the the actions to of operation entire towards SafeProduction harm: Plan, achieving zero Care Accept, our mines of the last nine years, been acknowledged have with and nationally regionally which is a Ryan Awards, T. John accomplishment. tremendous on ensuring also focused are We sustainabilitythe long-term of our controlling by our operations our and improving costs the will require This productivity. support of not only our but also our employees, and stakeholders. communities are our communities When so is our and strong, healthy our this in mind, With business. to continue ongoing investments

Mission transform To resources natural prosperity into and sustainable development

we do we what We are We

Vale is proud to report to the proud is Vale our of accomplishments industry-leading Manitoba community. the to Operations a life-longAs Northerner and a I take our Thompson, of resident and commitment responsibility very the people in this region to will see you I trust that seriously. clearly — in demonstrated that and action — as both words through way make your you this report. our likely aware, are you As broader Vale’s and operations, faced recently have business, as largely challenges, significant in the of a downturn a result market and, global commodities in the case of Base Metals of price the lower specifically, these overcoming are We nickel. our challenges and improving while business every day, to committed remaining through SafeProduction As Low As risk to managing (ALARA). Reasonably Achievable again once One of our mines was Where We Are Today Are We Where 1

0.3 2013 YTD

0.4 2012

0.3 2011

0.7 2010

0.9 2009

1.5 2008

2.8 07 Re-Launch Re-launch

2.2 2006

2.6 2005

2.1 2004

2.5 03 Launch Launch

3.4 2002 Disabling Injury Frequency 2012 Annual Update on Vale in Manitoba Vale on Update Annual 2012 — and doing the right things, the right way, things, — and doing the right all of the time

7 2000

6.1 1999

Mission transform To resources natural prosperity into and sustainable development

we do we what We are We

Vale is implementing SLAM Dunk — a waste Traditionally, Vale’s Manitoba Operations in management system that will help us to move Thompson has attracted employees from across closer to achieving zero harm to the Canada. But there are drawbacks to recruiting environment. employees whose families live in distant locations. Today, Vale is working hard to attract Prior to the implementation of this program, very little of Vale’s waste was diverted from landfill. In 2012, the people who live in the region, love the north, highest ‘diverted from landfill’ level achieved was only and can remain close to their extended families. 16% (August). Since implementation, we have improved This led to the development of the Process this performance to as high as 51% (June 2013). Operator in Training program (POinT) in 2010, SLAM Dunk segregates waste at the source so that it can Sam Davies, geologist-in-training, Exploration, is and the broader adoption of a Northern Since the inception of the Northern be converted into resources. Colourful containers help to a new Vale employee who takes SLAM Dunking Employment Strategy. Employment Strategy, Vale has hired 100% facilitate the segregation of waste, much of which can be seriously — at his work station and for his of its entry-level and process operator The eight-week POinT program brings Northerners with sold to other industries that recycle the materials into department. employees from within the region. limited exposure to heavy industry to Thompson. The usable products. program provides an industry-based education platform The intent of the SLAM Dunk initiative is to promote with an in-depth view of our operations, processes and sustainability, and help our people make the right SafeProduction. As a result of the Northern Employment choices without impeding on our everyday activities. Strategy, Vale hired 100% of its entry-level and process Every Vale employee, contractor and visitor is equally operator employees from within the region — responsible to the program and helping us reduce, reuse representing 11 northern communities. and recycle. Two POinT programs are scheduled for 2013. For more information, please visit www.valejobs.ca.

The eight-week POinT program provides an in-depth view of our operations, helping to develop an appreciation for the underground environment and the challenges within it.

2 3 2012 Annual Update on Vale in Manitoba Zero Harm Through Growing SLAM Dunk Our Own

The eight-week POinT program provides an in-depth view of our operations, helping to develop an appreciation for the underground environment and the challenges within it.

2 3 2012 Annual Update on Vale in Manitoba

5 2012 Annual Update on Vale in Manitoba

5 2012 Annual Update on Vale in Manitoba Monitoring Our Managing Our Environment Tailings

Vale uses the principles of SafeProduction to Ore is transported to the Mill where it is ensure zero harm to water downstream of our crushed, ground and separated by flotation operations and within our Tailings into copper concentrate, nickel concentrate and Management Area. Daily and weekly water tailings or waste. Tailings are then deposited samples are taken at various locations, with into designed and approved disposal sites. sample results reported to both provincial and Vale’s Tailings Management Area was designed in 1960 to federal levels of government. handle up to 8,000 tons per day with a mine closure date In addition, the tailings line, basin and dams are surveyed of 2013. Current mine forecast is for tailings to peak at daily for any abnormalities. 7,000 to 11,000 tons per day. As a result, it became Dave MacDonald, senior supervisor, necessary to expand the capacity of the area without The Mining Association of Canada (MAC) conducts an Environment, obtains data from the flow monitor increasing the size of the footprint. The CN diversion channel and bridge are external audit of our performance through its Towards at the discharge of the tailings basin. among the upgrades completed or in progress Sustainable Mining (TSM) initiative. We achieved a The four-phase project includes changes to the tailings at the Vale Tailings Management Area. milestone in 2012 for earning an A or AA rating in every delivery system, raising of dams and developing a water category of the Tailings Management Area audit for the diversion structure. In 2012, the following initiatives were first time since the adoption of TSM. completed: CN Diversion Channel, raising of Dam A1, construction of Narrows Coﬀer Dam and water flow Vale also uses the principals of SafeProduction to ensure control gate and (containment) Cell B. Plans for 2013/14 zero harm to the atmosphere. We have taken several include construction of CN Dam, raising of Dam A, raising measures to reduce particulates (dust) to the atmosphere. of Dam B and other design work. In 2012, we emitted 289 tonnes of particulates — 60% below the federal limit target of 735 tonnes per year. We achieved this through several initiatives including the commissioning of a new electrostatic precipitator, This naturalized area at the weir in the Tailings upgrading existing units and improving processes. Management Area is part of Vale’s ongoing We continue to employ the Voluntary Emissions Reduction capital upgrades. Program (VERP) whenever wind currents blow the plume from the stack towards the city. This helps reduce levels of sulphur dioxide (SO2) to below detectable limits. If you have a concern about the levels of SO2 in the air, please contact us at 204-778-8888.

6 7 2012 Annual Update on Vale in Manitoba Monitoring Our Managing Our Environment Tailings

6 7 2012 Annual Update on Vale in Manitoba Exploration Ensures Committed to Our

Our Future Community City Thompson (Chair) Unlimited Province of Thompson Manitoba Chamber of Commerce Federal Government

Nickel sulfide deposits from the Thompson In 2012, Vale’s Manitoba Operations had one of Vale Thompson Nickel Belt (TNB) have produced 2,500 its largest years for community investment, Economic MKO kilotonnes of nickel thanks to exploration that contributing close to $400,000 in Thompson, its United Diversification Steel started in the late 1940s. region, and the province. Workers Working Group Local 6166 KTC Initial exploration consisted of airborne geophysical This included support to more than 70 events, projects, surveys, followed by detailed ground geological and conferences, charities and organizations, including: rePlan geophysical surveys and diamond drilling. This systematic MMF • MKO for the Northern Commuter Project, NCN approach has led to the discovery of more than a dozen NACC nickel deposits. • University of Manitoba’s Aboriginal Engineering Access Program (ENGAP), and In 2013, the exploration program is concentrated in Working Group Members and around Thompson Mine. Multiple drills are working • the Rotary Splash Park. Invited Stakeholders from both underground and surface locations to expand Facilitator/Technical Expertise the boundaries of known ore bodies while also locating In Thompson, we continued the Vale Employee Community new ones. Calendar, Vale Cup and employee and community TEDWG Process engagement events such as bowling, Winter Day and Quick Facts: Fishing Derby, parades, and Vale Night with the Northstars. • Created or strengthened relationships between 10 stakeholder members Over the past three years, Vale provided $2.5 million to support the Thompson Economic Diversification Working • Incorporated input from approximately 40 government Group (TEDWG) process. This resulted in unprecedented departments, non-governmental levels of research, engagement and baseline data, in organizations, and service agencies addition to a new Zoning By-Law and the publication of • Hosted 25 public meetings, several action plans for Thompson and its region. The workshops and focus groups to action plans address education and training, restorative engage the broader community justice, Thompson and regional infrastructure, district • Held over 60 meetings and workshops development, housing, local and regional identity and with stakeholders to gather input and economic development. For more information, please develop the Plan visit: www.thompson.ca. • Developed five Action Plans and four Regulatory Framework Plans to address systemic issues facing Northern Manitoba • Dedicated approximately 20,000 stakeholder and consultant hours to the process over two years

8 9 2012 Annual Update on Vale in Manitoba Exploration Ensures Committed to Our

Our Future Community City Thompson (Chair) Unlimited Province of Thompson Manitoba Chamber of Commerce Federal Government

8 9 For more detailed information, please visit our website www.vale.com/canada or contact Your Backyard: Ryan Land, manager, Corporate Aﬀairs 2012 Annual Update on Manitoba Operations at (204) 778-2326. Vale in Manitoba

Birchtree exploration at Manassan Falls