January 15, 2014 Hand Delivered Mackenzie Valley Land and Water

______January 15, 2014

Hand delivered

Mackenzie Valley Land and Water Board 7th Floor, 4922 48th Street PO Box 2130 Yellowknife, NT X1A 2P6

Attention: Willard Hagen, Chairman

Dear Sir:

Re: Submission of a LUP Application for TerraX Minerals Inc. Yellowknife Project

Enclosed with this cover letter is a new Land Use Permit (LUP) application for TerraX Minerals Inc. for its Yellowknife City Gold Project (YCGP). The YCGP includes the Northbelt Property for which this LUP is being sought for drilling commencing in 2014. The YCGP also includes the Walsh/Humphrey’s Property and Goodwin Property which adjoin the Northbelt Property. Subject to prospecting results and financing TerraX anticipates seeking a LUP to drill on the Walsh/Humphrey’s Property as early as 2015. Activities on the Goodwin Claim are expected to remain below threshold for the foreseeable future.

As part of this application please find enclosed:

• MVLWB LUP Application form • Yellowknife City Gold Project, NT Exploration Plan • Yellowknife City Gold Project, NT Abandonment and Restoration Plan • Yellowknife City Gold Project NT, Wildlife Management and Mitigation Plan • Yellowknife City Gold Project NT, Spill Contingency Plan • Yellowknife City Gold Project, NT Waste Management Plan • Yellowknife City Gold Project, NT Forward Looking Engagement Plan • Yellowknife City Gold Project, NT Engagement Log

As previously discussed with MVLWB, TerraX has been and intends to continue engagement activities on all three properties. Given that the activities of a number of the co‐users (Aboriginal groups, industrial leases, government users, infrastructure owners, recreational trails and recreational leases) cross two or more of the adjoining properties and that both below threshold activities and permitted activities will be addressed in the same engagement activities, a single FLEP for the entire project is provided with the assumption that this will not complicate or delay the permitting process.

Head Office: 2300‐1066 West Hastings Street Technical Office: 312‐10 Green Street Ph: (604) 689‐1749 Vancouver BC Ph: (613) 843‐8109 Ottawa, ON Fax: (604)‐643‐1789 V6E 3X2, Canada Fax: (613‐843‐8110 K2J 3Z6, Canada

______TerraX has participated in over 300 engagement activities since acquiring and accumulating ground on the YCGB beginning with the acquisition of the Northbelt property in February 2013. In preparing the application TerraX has been respectful of: • Mackenzie Valley Land and Water Board Engagement and Consultation Policy; • Mackenzie Valley Land and Water Board Engagement Guidelines for Applicants and Holders of Water Licenses and Land Use Permits (Guidelines); • Akaitcho IMA Office Guidelines for Mineral Exploration Companies Seeking to Engage the Akaitcho Dene First Nations.

We reviewed the public record for best practices in NWT engagement plans and drew upon recent engagement plans which were recommended as good models. We sought to address the comments by the reviewers of previous plans submitted to the Board who are also potentially impacted by TerraX’s YCGP.

We note several aspects of the YCGP which result in TerraX’s addressing in its application a broader range of potentially impacted stakeholders while still adhering to the Board’s engagement Policy and Guidelines. In this case the YCGP initially has three surface land owners: the Federal Crown, the Commissioner and the Municipality of Yellowknife, in addition to the settled and asserted Aboriginal interests of the Tli Cho Government, Yellowknives Dene First Nation and the North Slave Metis Alliance.

The YCGP area also has numerous recreational, industrial, infrastructure and government users; leases, rights‐ of‐way and easements. Due to the recreational co‐use we will use social media as a rapid, broad based and affordable engagement tool which will allow recreational users to inform TerraX of their club activities and vice versa to enhance safety and de‐conflict trail use between recreational and exploration activities.

TerraX has endeavoured to ensure that the attached application for drilling on Northbelt Property meets the spirit and intent of the Board’s engagement policy and guidelines in the context of an early stage of exploration project. Though this LUP application is for early stage exploration the YCGP has had significant historical exploration and mine development work, including shaft sinking, access road building, diamond drilling, trenching, and line cutting. Our LUP application and exploration plan makes full use of the “brownfield” infrastructure available on the YCGP to minimize additional disturbance.

We look forward to continuing to work with the Board and impacted stakeholders collaboratively as we advance the YCGP.

Yours truly,

Joe Campbell P.Geo President and CEO

Encl.

______January 16, 2014

Hand delivered

Municipal and Community Affairs (MACA) 6th Floor, NWTel Building, Franklin Ave PO Box 1320 Yellowknife, NT X1A 2L9

Attention: Tom Williams, Deputy Minister

Dear Sir:

Re: Submission of Application for Commissioner’s Land for TerraX Minerals Inc. Yellowknife City Gold Project

Enclosed with this cover letter is an application for temporary land use for Commissioner’s Land for TerraX Minerals Inc. for its Yellowknife City Gold Project (YCGP). The YCGP includes the Northbelt Property which is bisected by Commissioner’s Land (south half) and Crown land (north half). For this reason permits are being sought for drilling commencing in 2014 from both MACA and Mackenzie Valley Land and Water Board (MVLWB). MVLWB has authority to issue a land use permit for our entire Northbelt property, whereas MACA has overlapping rights for the southern portion of the property.

The YCGP also includes the Walsh/Humphrey’s Property and Goodwin Property which adjoin the Northbelt Property. Subject to prospecting results and financing TerraX anticipates seeking a Mackenzie Valley Land and Water Board Land Use Permit and a temporary Commissioner’s Land Use to drill on the Walsh/Humphrey’s Property as early as 2015. Activities on the Goodwin Claims are expected to remain below threshold for the foreseeable future.

As part of this application please find enclosed:

• Application for Commissioner’s Land • MVLWB LUP Application form • Yellowknife City Gold Project, NT Exploration Plan • Yellowknife City Gold Project, NT Abandonment and Restoration Plan • Yellowknife City Gold Project NT, Wildlife Management and Mitigation Plan • Yellowknife City Gold Project NT, Spill Contingency Plan • Yellowknife City Gold Project, NT Waste Management Plan • Yellowknife City Gold Project, NT Forward Looking Engagement Plan (Draft) • Yellowknife City Gold Project, NT Engagement Log (Interim)

As previously discussed with MACA, TerraX has been and intends to continue engagement activities on all three properties. Given that the activities of a number of the co‐users (Aboriginal groups, industrial leases, government users, infrastructure owners, recreational trails and recreational leases) cross two or more of the

______adjoining properties and that both below threshold activities and permitted activities will be addressed in the same engagement activities, a single FLEP for the entire project is provided with the assumption that this will not complicate or delay the permitting process.

TerraX has been in direct contact with MACA Land Administration for advice on moving forward with this Commissioner’s Land application. TerraX has participated in over 300 engagement activities since acquiring and accumulating ground on the YCGB beginning with the acquisition of the Northbelt property in February 2013. In preparing the application TerraX has been respectful of: • Mackenzie Valley Land and Water Board Engagement and Consultation Policy; • Mackenzie Valley Land and Water Board Engagement Guidelines for Applicants and Holders of Water Licenses and Land Use Permits (Guidelines); • Akaitcho IMA Office Guidelines for Mineral Exploration Companies Seeking to Engage the Akaitcho Dene First Nations.

We note several aspects of the YCGP which result in TerraX’s addressing in its application a broader range of potentially impacted stakeholders while still adhering to the MVLWB’s engagement Policy and Guidelines. In this case the YCGP initially has three surface land owners: the Federal Crown, the Commissioner and the Municipality of Yellowknife, in addition to the settled and asserted Aboriginal interests of the Tli Cho Government, Yellowknives Dene First Nation and the North Slave Metis Alliance.

TerraX has endeavoured to ensure that the attached application on Northbelt Property meets MACA’s guidelines in the context of an early stage of exploration project. Though this application is for early stage exploration the YCGP has had significant historical exploration and mine development work, including shaft sinking, access road building, diamond drilling, trenching, and line cutting. Our application and exploration plan makes full use of the “brownfield” infrastructure available on the YCGP to minimize additional disturbance.

We look forward to continuing to work with MACA and other stakeholders as we advance the YCGP.

Yours truly,

Joe Campbell P.Geo President and CEO

Application for: New Land Use Permit X Amendment to

1. Applicant’s name and mailing address: Fax number: (613) 843-8110 TerraX Minerals Inc. 10 Green Street, Suite 312 Telephone number: (613) 843-8109 Ottawa, Ontario K2J 3Z6

2. Head office address: Fax number: (613) 843-8110 10 Green Street, Suite 312 Ottawa, Ontario K2J 3Z6

Field supervisor: Joe Campbell Radiotelephone: (613) 407-7510 (cell) Telephone number: (613) 843-8109

3. Other personnel (subcontractor, contractors, company staff etc.)

TOTAL: 18 (Number of persons on site) Maximum of 8 on-site during each shift.

4. Eligibility: (Refer to section 18 of the Mackenzie Valley Land Use Regulations)

a)(i) X a)(ii) a)(iii) b)(i) b)(ii)

5. a) Summary of operation (Describe purpose, nature and location of all activities.)

See Exploration Plan attached

b) Please indicate if a camp is to be set up. (Please provide details on a separate page, if necessary.)

No camp will be set up.

6. Summary of potential environmental and resource impacts (Describe the effects of the proposed land-use operation on land, water, flora & fauna and related socio-economic impacts. Use separate page if necessary.)

(see Exploration Plan attached)

The proposed land use operation is a small-scale, early-stage exploration program, drilling only with no camp setup and therefore is projected to have minimal impact on land, water, flora and fauna. The area has heavy historical exploration use, and currently high recreational use. Access to the project area will be via current roads and historical drill trails. Drill set-ups will be largely from previous established drill sites, and will include re-entry of previous drill collars. Some additional drill access trails will be made sufficient to provide access to skid or track mounted drills. Work programs will accommodate recreational usage by adjusting work schedules and avoiding recreational trails wherever possible.

The proponent has been in contact with the Prince of Wales Northern Heritage Centre requesting data sets of any archaeological sites that may have been recorded in the proposed project area. There are no recorded sites.

7. Proposed restoration plan (please use a separate page if necessary).

See Abandonment and Restoration Plan attached.

8. Other rights, licences or permits related to this permit application (mineral rights, timber permits, water licences, etc.)

See attached list of mining leases. Program will utilize existing roads and drillsites for the immediate future. Ongoing, these roads will be extended as required. Minimum tree cutting, but when required, roads will be cleared by cutting to ground level – no dozing of top cover, no knocking over trees. Cut timber will be stacked on sides of road.

Roads: Is this to be a pioneered road? No Has the route been laid out or ground truthed? Yes – previous drill trail

9. Proposed disposal methods.

See Waste Management Plan attached.

To complete this section of the application form, a Waste Management Plan for the proposed activities is to be developed in accordance with the Board’s Guidelines for Developing a Waste Management Plan (click here to access) and submitted as an attachment to the application form. A template for this Plan is provided in the Guidelines.

a) Garbage: c) Brush & trees:

b) Sewage (Sanitary & Grey Water): d) Overburden (Organic soils, waste material, etc.):

10. Equipment (includes drills, pumps, etc.) (Please use separate page if necessary.)

Type & number Size Proposed use Diamond Drill (1-3) Longyear 37 or 38 or equivalent Carry out drilling

Sloop for Equipment (1-3) Skid mounted, approx 3 ton cap. Carry rods, bits and consumables

Diesel water pump (1-3) 3-5 hp with up to 1000m of hose Provide water for drill rig

11. Fuels ( ) Number of containers Capacity of containers Location

1-3 50 (drill tanks); 600 litres At drill sites, pumps Diesel 3-6 20-40 litres jerry can style At drill sites Gasoline N/A Aviation fuel 2-6 100 lb At pump locations Propane None Other

12. Containment fuel spill contingency plans.

A spill contingency plan for the proposed activities is to be developed in accordance with INAC’s Guidelines for Spill Contingency Planning, April 2007 (accessible here). This plan is to be submitted as an attachment to the application form.

See Spill Contingency Plan attached.

13. Methods of fuel transfer (to other tanks, vehicles, etc.)

No fuel will be stored on site other than daily use at the drills and water pumps. Storage containers will be double-walled transportable with a capacity of up to 600 litres.

14. Period of operation (includes time to cover all phases of project work applied for, including restoration)

Year round commencing winter 2014. Operations will be shut down during the Yellowknife Ski Club Loppet (April) and for 4-6 weeks during the spring breakup.

15. Period of permit (up to five years, with maximum of two years of extension). Five years

16. Location of activities by map co-ordinates (attach maps and sketches) - NAD83

Minimum latitude (degrees, minutes, seconds) 62°, 32’, 13” Maximum latitude (degrees, minutes, seconds) 62°, 40’, 37”

Minimum longitude (degrees, minutes, seconds) 114°, 17’, 03” Maximum longitude (degrees, minutes, seconds) 114°, 23’, 08”

Map Sheet no.: 085J09

17. Applicant Print name in full JOE CAMPBELL

Signature Date January 15, 2014

18. Fees Type A - $150.00 ** Type B - $150.00 ** (**Application Fees are Non-Refundable**)

Land use fee:_47.9 hectares @ $50.00/hectare $ 2395 Assignment fee $50.00 $ 2545 Total application

Please make all cheques payable to “Receiver General of Canada”

Office Use Only Application No:

APPLICATION FOR File No: COMMISSIONER’S LAND Type of Land Use Applying for:  Residential Lot  License Agreement  Recreational  Easement Agreement  Transfer (Gov’t Only)  Right of Way Agreement  Reservation By Notation (Gov’t Only)

Information on Applicant(s) Must be age of majority (19 or over) to apply. If more than two Applicants please attach separate sheet.

 Mr  Miss SURNAME: GIVEN NAME: INITIAL:  Mrs.  Ms.

Mailing Address: (Street or P.O. Box) DATE OF BIRTH: ______Day/Month/Year COMMUNITY: PROVINCE/TERRITORY: POSTAL CODE: What is your preferred contact Telephone No: FAX: method? ( )  Email Home: ( ) Email Address: Work: ( )  Fax Cell: ( )  Mail

B. Information on Co-Applicant

 Mr  Miss SURNAME: GIVEN NAME: INITIAL:  Mrs.  Ms.

C. Tenancy

I hereby make application to: Lease Purchase

If two or more persons are applying for this land please signify the type of tenancy desired

Joint Tenancy Tenancy in Common

Definition:

Joint Tenancy – A form of ownership where there is a presumption of survivorship. This means that when a joint tenant dies, his/her interest automatically passes to the surviving joint tenant.

Tenancy in Common - A form of ownership where each tenant (Owner or Lessee) holds an undivided interest in the property. Upon the death of one of the individuals, their property interest passes to their estate or heirs. D Parcel Description

- If surveyed, state lot and block/group or quad number as well as the LTO Plan number. If unsurveyed, describe the dimensions, size and location of the land and attach a map showing the exact location of the land.

E. Construction Plans

Are there any buildings or improvements on the land now? YES/NO

Briefly describe any existing building.

Value of improvements already on the land $______

Name of owner of improvements ______(If existing improvements are to remain on the land that you are applying for, you must provide proof of ownership (i.e. Bill of Sale)

Briefly describe any new improvements that you plan to place on the land. Indicate where the new improvements will be located. Use your sketch for illustration.

The Estimated Value of any new improvements $______

Construction of the said improvements shall commence within Six (6) months of the effective date of an executed Lease, and shall be completed within Twenty Four (24) months of the effective date of the executed Lease.

G. Fees

 Application Fee $250.00

This application will not be considered unless accompanied by an application fee of two hundred and fifty ($250.00) dollars.

The submission of this application and payment of the two hundred and fifty ($250.00) dollars application fee do not in themselves convey any right to the land.

If this application is refused the application fee will be refunded. If a lease or agreement is approved but not executed by the applicant, the application fee is forfeited.

Please make all cheques payable to “Government of the NWT”

I certify that the information I have given in this application is correct, to the best of my knowledge.

Signature of Applicant Date ______Jan 16, 2014

Signature of Co- Applicant Date ______

Information Sheet

1. Your application will be subject to a consultation process(s). The Department of Municipal and Community Affairs is required to consult with local Aboriginal groups and other affected stakeholders on proposed dispositions of Commissioner's Land, in areas of the Northwest Territories where land claims have not been finalized. There are two consultation processes. Under the Government of the Northwest Territories' Land Lease-Only Policy, Municipal and Community Affairs seeks comments from a variety of local Aboriginal groups and regulatory authorities, and this takes 30 days to complete. Municipal and Community Affairs is also required to consult with local Aboriginal groups in accordance with Interim Measures Agreements. There are three Interim Measures Agreements in effect, the Dehcho Interim Measures Agreement, the Akaitcho Dene First Nations Interim Measures Agreement, and the Northwest Territory Metis Nation Interim Measures Agreement. The consultation period for the Dehcho Interim Measures Agreement is 30 days. The consultation period for the Akaitcho Dene First Nations and the Northwest Territory Metis Nation Interim Measures Agreements is 60 days.

2. All rights to Commissioner’s Land exclude the following:

a) all mines and all minerals whether solid, liquid, or gaseous which may be found to exist within, upon, or under the land together with the full powers to work the same and for that purpose to enter upon, use and occupy the land or so much thereof and to such an extent as may be necessary for the effectual working and extracting of the said minerals; b) the rights of the recorded holders of mineral claims and any other claims or permits affecting the land; c) all timber that may be on the land excepting what must be removed for the purposes of landscaping or the construction of improvements; d) the right to enter upon, work and remove any rock outcrop required for public purposes; e) such right or rights of way and of entry as may be required under the regulations in force in connection with construction, maintenance and use of works for conveyance of water for use in mining operations; and f) the right to enter upon the land for the purpose of installing and maintaining any public utility.

3. You should contact your Community Government to determine if you need a development permit.

4. Examples for the different types of land use:

a) Industrial/Commercial – Gas Station b) Residential – House c) Recreational – Cabin d) License Agreement – Street lighting e) Easement Agreement – Power lines f) Right of Way Agreement – Access Roads

5. Please contact your Regional Land Officer should you require any other type of land use arrangement. (i.e. land use permit)

YELLOWKNIFE CITY GOLD PROJECT

EXPLORATION PLAN

______

Effective February 1, 2014

______

TerraX Minerals Inc.

YELLOWKNIFE CITY GOLD PROJECT, NT

EXPLORATION PLAN

NTS 085J/09

Latitudes 62O 32’ 13”N and 62O 40’ 37”N Longitudes 114O 17’ 03”W and 114O 23’ 08”W

Original: December 17, 2013

Revised: January 15, 2014

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TABLE OF CONTENTS

Page No. INTRODUCTION 1

LOCATION AND ACCESS 1

WORK PROGRAM 7 Phase I Diamond Drilling 7 Phase II Diamond Drilling 7

ACCOMMODATIONS 13

FUEL 13

DRILLING CONSUMABLES 13

WILDLIFE 13

ARCHAEOLOGICAL SITES 13

RESTORATION 14

SCHEDULE FOR THE 2014 WORK PROGRAM 14

WORK PROGRAMS FOR FUTURE YEARS 14

List of Tables Table 1 Northbelt Property Mineral Leases 1 Table 2 2014 Work Program Schedule 14

List of Figures Figure 1 General Location Overview Map TerraX Minerals Inc. Property Outlines 5 Figure 2 TerraX Lease and Claim Holdings Location Map 6 Figure 3 Proposed 2014 Diamond Drill Hole Locations Map 11 Figure 4 Anticipated Phase II Diamond Drilling Locations (2015-1018) 12

List of Photos Photo 1: Historical Access Road In Winter Conditions (Crestaurum Road - Winter 2013) 8 Photo 2: Historical Access Road (Crestaurum Road - Summer 2013) 9 Photo 3: Historical Drill Trail Access (Summer 2013) 9 Photo 4: Ice Road Access (Vee Lake - 2013) 10 Photo 5: Utilizing Historical Drill Collar Locations for Phase I Drilling 10

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INTRODUCTION The Northbelt Property is located in the south-central Northwest Territories, approximately 10 kilometres north or Yellowknife (Figure 1).

TerraX Minerals Inc. (“TerraX”) is a Canadian exploration company based in Ottawa, Ontario. TerraX holds a 100% interest in 121 mineral leases known as the Northbelt Property.

The purpose of the initial proposed work program for the Northbelt Property is to explore for gold and base metals (zinc, lead, copper, molybdenum) using diamond drilling. The program can be broken into two main phases: Phase I Diamond drilling Phase II - A second phase of drilling contingent on successful results of the initial drill program

LOCATION AND ACCESS The Northbelt Property is comprised of 121 mineral leases with an area of 8,022.55 acres; descriptions of the leases are listed in Table 1 and are visually presented in Figure 3. TerraX is the registered holder with a 100% interest.

Access to the Northbelt Property area is via existing roads on a year-round basis.

Table 1 Northbelt Property Mineral Leases

Lease NTS Acres Record Date Expiry Date Number 2554 085J09 56.72 1951‐08‐14 2014‐08‐14 2555 085J09 62.67 1951‐08‐14 2014‐08‐14 2556 085J09 59.11 1951‐08‐14 2014‐08‐14 2557 085J09 66.95 1951‐08‐14 2014‐08‐14 2558 085J09 55.49 1951‐08‐14 2014‐08‐14 2559 085J09 69.53 1951‐08‐14 2014‐08‐14 2560 085J09 105.05 1951‐08‐14 2014‐08‐14 2561 085J09 69.52 1951‐08‐14 2014‐08‐14 2562 085J09 28.10 1951‐08‐14 2014‐08‐14 2563 085J09 61.35 1951‐08‐14 2014‐08‐14 2564 085J09 32.71 1951‐08‐14 2014‐08‐14 2565 085J09 16.28 1951‐08‐14 2014‐08‐14 2566 085J09 76.26 1951‐08‐14 2014‐08‐14 2567 085J09 68.31 1951‐08‐14 2014‐08‐14 2568 085J09 99.89 1951‐08‐14 2014‐08‐14 2569 085J09 54.02 1951‐08‐14 2014‐08‐14 2570 085J09 58.26 1951‐08‐14 2014‐08‐14

TerraX Minerals Inc. – Exploration Plan – Yellowknife City Gold Project, NT 1

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2571 085J09 68.86 1951‐08‐14 2014‐08‐14 2572 085J09 63.17 1951‐08‐14 2014‐08‐14 2573 085J09 43.02 1951‐08‐23 2014‐08‐23 2577 085J09 44.68 1951‐08‐23 2014‐08‐23 2578 085J09 42.10 1951‐08‐23 2014‐08‐23 2579 085J09 25.62 1951‐08‐23 2014‐08‐23 2597 085J09 46.84 1951‐08‐23 2014‐08‐23 2598 085J09 26.65 1951‐08‐23 2014‐08‐23 2606 085J09 53.50 1951‐12‐24 2014‐12‐24 2607 085J09 48.33 1951‐12‐24 2014‐12‐24 2608 085J09 65.78 1951‐12‐24 2014‐12‐24 2609 085J09 55.57 1951‐12‐24 2014‐12‐24 2693 085J09 157.91 1953‐10‐26 2016‐10‐26 2694 085J09 52.71 1953‐10‐26 2016‐10‐26 2695 085J09 62.20 1953‐10‐26 2016‐10‐26 2696 085J09 70.08 1953‐10‐26 2016‐10‐26 2697 085J09 110.23 1953‐10‐26 2016‐10‐26 2698 085J09 87.08 1953‐10‐26 2016‐10‐26 2699 085J09 200.61 1953‐10‐26 2016‐10‐26 2700 085J09 100.30 1953‐10‐26 2016‐10‐26 2701 085J09 43.85 1953‐10‐26 2016‐10‐26 2702 085J09 68.83 1953‐10‐26 2016‐10‐26 2703 085J09 72.31 1953‐10‐26 2016‐10‐26 2704 085J09 124.48 1953‐10‐26 2016‐10‐26 2705 085J09 52.92 1953‐10‐26 2016‐10‐26 2805 085J09 18.74 1955‐09‐01 2018‐09‐01 2806 085J09 50.17 1955‐09‐01 2018‐09‐01 2807 085J09 36.60 1955‐09‐01 2018‐09‐01 2808 085J09 48.56 1955‐09‐01 2018‐09‐01 2809 085J09 46.60 1955‐09‐01 2018‐09‐01 2810 085J09 48.88 1955‐09‐01 2018‐09‐01 2811 085J09 32.58 1955‐09‐01 2018‐09‐01 2812 085J09 62.26 1955‐09‐01 2018‐09‐01 2813 085J09 43.18 1955‐09‐01 2018‐09‐01 2814 085J09 26.95 1955‐09‐01 2018‐09‐01 2815 085J09 10.16 1955‐09‐01 2018‐09‐01 2816 085J09 24.29 1955‐09‐01 2018‐09‐01 2921 085J09 43.42 1958‐06‐11 2021‐06‐11 2922 085J09 73.33 1958‐06‐11 2021‐06‐11

TerraX Minerals Inc. – Exploration Plan – Yellowknife City Gold Project, NT 2

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2923 085J09 53.14 1958‐06‐11 2021‐06‐11 2924 085J09 37.21 1958‐06‐11 2021‐06‐11 2925 085J09 38.38 1958‐06‐11 2021‐06‐11 2926 085J09 59.19 1958‐06‐11 2021‐06‐11 2927 085J09 62.89 1958‐06‐11 2021‐06‐11 2928 085J09 46.84 1958‐06‐11 2021‐06‐11 2929 085J09 56.03 1958‐06‐11 2021‐06‐11 2930 085J09 59.94 1958‐06‐11 2021‐06‐11 3038 085J09 915.00 1981‐06‐03 2023‐06‐03 4245 085J09 30.41 2003‐01‐13 2024‐01‐13 4246 085J09 62.57 2003‐01‐13 2024‐01‐13 4247 085J09 22.68 2003‐01‐13 2024‐01‐13 4248 085J09 7.52 2003‐01‐13 2024‐01‐13 4250 085J09 20.65 2003‐01‐13 2024‐01‐13 4251 085J09 60.71 2003‐01‐13 2024‐01‐13 4252 085J09 37.26 2003‐01‐13 2024‐01‐13 4253 085J09 53.54 2003‐01‐13 2024‐01‐13 4254 085J09 46.56 2003‐01‐13 2024‐01‐13 4255 085J09 88.79 2003‐01‐13 2024‐01‐13 3334 085J09 903.45 1969‐07‐17 2032‐07‐17 2386 085J09 64.08 1950‐03‐30 2034‐03‐30 2387 085J09 73.93 1950‐03‐30 2034‐03‐30 2388 085J09 53.31 1950‐03‐30 2034‐03‐30 2389 085J09 22.76 1950‐03‐30 2034‐03‐30 2390 085J09 41.22 1950‐03‐30 2034‐03‐30 2391 085J09 27.32 1950‐03‐30 2034‐03‐30 2392 085J09 40.37 1950‐03‐30 2034‐03‐30 2393 085J09 47.31 1950‐04‐01 2034‐04‐01 2394 085J09 28.74 1950‐04‐01 2034‐04‐01 2395 085J09 39.20 1950‐04‐01 2034‐04‐01 2396 085J09 42.24 1950‐04‐01 2034‐04‐01 2397 085J09 68.46 1950‐04‐01 2034‐04‐01 2398 085J09 59.01 1950‐04‐01 2034‐04‐01 2399 085J09 96.51 1950‐04‐01 2034‐04‐01 2400 085J09 57.47 1950‐04‐01 2034‐04‐01 2401 085J09 31.05 1950‐04‐01 2034‐04‐01 2402 085J09 44.98 1950‐04‐01 2034‐04‐01 2403 085J09 115.15 1950‐04‐01 2034‐04‐01 2404 085J09 55.69 1950‐04‐01 2034‐04‐01

TerraX Minerals Inc. – Exploration Plan – Yellowknife City Gold Project, NT 3

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2405 085J09 63.88 1950‐04‐01 2034‐04‐01 2406 085J09 80.97 1950‐04‐01 2034‐04‐01 2407 085J09 67.85 1950‐04‐01 2034‐04‐01 2408 085J09 97.36 1950‐04‐01 2034‐04‐01 2409 085J09 63.65 1950‐04‐01 2034‐04‐01 2410 085J09 74.49 1950‐04‐01 2034‐04‐01 2455 085J09 71.60 1950‐10‐25 2034‐10‐25 2456 085J09 70.37 1950‐10‐25 2034‐10‐25 2457 085J09 62.41 1950‐10‐25 2034‐10‐25 2458 085J09 89.45 1950‐10‐25 2034‐10‐25 2459 085J09 84.20 1950‐10‐25 2034‐10‐25 2460 085J09 51.35 1950‐10‐25 2034‐10‐25 2461 085J09 85.26 1950‐10‐25 2034‐10‐25 2462 085J09 84.76 1950‐10‐25 2034‐10‐25 2463 085J09 55.01 1950‐10‐25 2034‐10‐25 2464 085J09 58.41 1950‐10‐25 2034‐10‐25 2465 085J09 69.81 1950‐10‐25 2034‐10‐25 2466 085J09 62.98 1950‐10‐25 2034‐10‐25 2467 085J09 76.94 1950‐10‐25 2034‐10‐25 2468 085J09 81.33 1950‐10‐25 2034‐10‐25 2469 085J09 90.50 1950‐10‐25 2034‐10‐25 2470 085J09 42.88 1950‐10‐25 2034‐10‐25 2471 085J09 49.73 1950‐10‐25 2034‐10‐25 2472 085J09 47.72 1950‐10‐25 2034‐10‐25 2473 085J09 16.40 1950‐10‐25 2034‐10‐25 2474 085J09 38.11 1950‐10‐25 2034‐10‐25

TerraX Minerals Inc. – Exploration Plan – Yellowknife City Gold Project, NT 4

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Figure 1 General Location Overview Map TerraX Minerals Inc Property Outlines

TerraX Minerals Inc. – Exploration Plan – Yellowknife City Gold Project, NT 5

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Figure 2 TerraX Lease and Claim Holdings Location Map

TerraX Minerals Inc. – Exploration Plan – Yellowknife City Gold Project, NT 6

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WORK PROGRAM

Phase I Diamond Drilling The 2014 diamond drill program is expected to drill 20 to 25 drill holes and between 6000-8000 metres with anticipated depths between 50 to 650 metres per each drill hole. Coring will be completed at NQ size (47 mm diameter). The total area directly involved per each drill hole is approximately 30 X 30 metres (900 metres2).

The Phase I program will be carried out entirely within areas previously drilled (Figure 4). Historical trail roads and trails will be used for access (Photo 1 & 2). As well TerraX will utilize the established ice roads (Photo 3) along Vee, Walsh and Banting Lakes to transport drill equipment to the northern target area (Homer Lake). From the end of Banting Lake a well established historical drill trail continues overland to the Homer Lake target.

In most cases previous drill sites will be utilized for the Phase I program, and in several cases TerraX will reenter drill collars that were purposely left with casing intact and caps emplaced to preserve the drill holes for future use such as the Phase I program (Photo 4). In these cases where casings are available TerraX will wedge off the historical trunk hole with up to 4 additional drill intersections. This will greatly limit the surface disturbance arising from drill site requirements.

All intake screens for water pumps will be equipped with a mesh size to prevent the entrainment of fish. As well all pumps will operate at moderate intake velocities to prevent the entrainment of fish and the guidelines contained within the DFO’s Freshwater Intake End-of- Pipe Fish Screen Guideline.

Proposed holes would be drilled at least 30 metres from lake shores. It is expected the Phase I portion of the exploration program will take 3 months. The Phase I program is planned to start in the winter of 2014 and drilling will take place prior to the spring break-up to utilize lake access and to minimize environmental damage along access roads by using frozen ground and snow covered trails. It is anticipated that the initial drilling will be on the most northerly Homer Lake target to take advantage of the Walsh/Banting Lakes ice road.

It is planned that drilling will take a one week break during the annual Yellowknife Loppet that takes place in April. This will allow for grooming of trails, and prevent conflict with the Loppet and drill contractors. Following the Loppet, drilling will continue until spring break-up, anticipated to be sometime in May. Following break-up an approximately 4-6 week hiatus in drilling will allow overland drill trails and the Crestaurum road to firm up from the spring thaw. Restart of drilling in late June will utilize these previously established routes to the Crestaurum and Barney Shear target areas. Phase I drilling will continue into late July or early August.

Phase II Diamond Drilling Continued drilling on the Northbelt Property will be contingent on Phase I drilling success, and the success of other ongoing below threshold exploration programs (mapping, prospecting, geophysics, geochemistry). Based on historical results available to TerraX it is deemed highly probable that continuing drill programs will be needed to develop a possible economic deposit.

TerraX Minerals Inc. – Exploration Plan – Yellowknife City Gold Project, NT 7

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At this early stage it is impossible to confidently define the Phase II target areas, but it is assumed that it will likely be strike and dip extensions on known areas of mineralization. These areas included the targets mentioned in Phase I (Homer Lake, Barney Shear, Crestaurum), but also the 20 Shear, Pinto, AES, Island Lake, and Jed shears. With that stated, it must be recognized that with continued below threshold exploration there is also a possibility of newly discovered areas of mineralization on all areas of the Northbelt Property and that these may require drilling.

Planning, logistics and implementation of Phase II drilling will be similar in all respects to the Phase I program. Over a 5 year period it is likely that 100,000 metres of drilling will be carried out for the Phase II exploratory drill program.

Beyond Phase II drilling it is hoped that one or more areas will advance into more intensive project development. It is anticipated that a new permit will be required to augment or replace the permit developed for the Phase I and II drilling on the Northbelt Property.

Photo 1: Historical Access Road in Winter Conditions (Crestaurum Road – Winter 2013)

TerraX Minerals Inc. – Exploration Plan – Yellowknife City Gold Project, NT 8

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Photo 2: Historical Access Road (Crestaurum Road Summer 2013)

Photo 3: Historical Drill Trail Access (Summer 2013)

TerraX Minerals Inc. – Exploration Plan – Yellowknife City Gold Project, NT 9

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Photo 4: Ice Road Access (Vee Lake 2013)

Photo 5: Utilizing Historical Drill Collar Locations for Phase I Drilling

TerraX Minerals Inc. – Exploration Plan – Yellowknife City Gold Project, NT 10

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Figure 3 Proposed 2014 Phase I Diamond Drilling Location Map

TerraX Minerals Inc. – Exploration Plan – Yellowknife City Gold Project, NT 11

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Figure 4 Anticipated Phase II Diamond Drilling Locations (2015-2018)

TerraX Minerals Inc. – Exploration Plan – Yellowknife City Gold Project, NT 12

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ACCOMMODATIONS All personnel will be accommodated locally in Yellowknife. No temporary or permanent camp facilities will be constructed on the property.

Mobile safety shelters will be placed along access routes equipped with emergency supplies. These will provide refuge for workers in cases of severe weather that prevents travel to work bases in Yellowknife. These shelters will be moved with the changes in location of drilling as the program is carried out. These shelters will be removed prior to spring break-up and returned to Yellowknife.

FUEL Fuel storage at the drill site location is projected to consist of approximately 400 litres of diesel within engineered tankage on the drill, one 100-lb cylinder of propane and one small safety container (20 litres) of gasoline for ATV and snowmobile use. In addition water pumps will have approximately 50 litres of fuel stored in water pump tank and approximately 100 litres in 20 litre safety containers or 100 litre safety transfer caddy with rotary pump. Transport of fuel will be with engineered double wall containment tanks mounted on truck or tractor with engineered transfer pumps equipped with grounding cables.

All fuel will be stored in an environmentally safe manner as per the Spill Contingency Plan for the Northbelt Property. Spill response kits will be located at each fuel storage site. The fuel storage sites will be located a minimum of 100 metres from the ordinary high water mark of permanent water bodies. Drip pans will be used at all fuel transfer locations. All empty fuel containers will be backhauled on a daily basis and no empty containers will remain at the drill site locations upon demobilization at the end of each drill site use.

DRILLING CONSUMABLES Other consumables to be used on site will include 4 drums (80 litres) liquid polymer, 4 bags (100 kilograms) calcium chloride, 4 drums (80 litres) engine oil. All items will be kept a safe distance from the drill rig.

WILDLIFE All exploration sites, including the drill sites will be kept as clean as possible in order to limit the potential of attracting wildlife. To reduce the chances for bear- human interaction the guidelines will be followed that were established in the GNWT Renewable Resources pamphlets 'Safety in Grizzly and Black Bear Country' and ‘Black Bears and Grizzlies of the NWT'.

ARCHAEOLOGICAL SITES TerraX has been in contact with the Prince of Wales Northern Heritage Centre requesting data sets of any archaeological sites that may have been recorded in the proposed project area. There are no recorded sites. Engagement meetings with First Nations led to advice that although the area had historical First Nations usage there were no known archaeological sites on the Northbelt Property. Comprehensive exploration activity through the spring, summer and fall of 2013 by TerraX revealed no evidence of archaeological sites.

TerraX Minerals Inc. – Exploration Plan – Yellowknife City Gold Project, NT 13

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Despite negative results to date, and given the previous First Nations historical activity, TerraX will remain vigilant for signs of any archaeological sites. Any sites that are encountered during active exploration periods will be recorded and are not to be disturbed. If any archaeological sites are discovered, the GPS coordinates will be recorded and reported to the Prince of Wales Northern Heritage Centre at (867) 873-7688.

RESTORATION Upon completion of the land use operation, all materials (drill, pumps, fuel barrels, etc.) will be removed from the site. After the cleanup has been completed there will be little or no indication of the previous land use operation, as per the Abandonment and Restoration Plan for this project.

SCHEDULE FOR THE 2014 WORK PROGRAM A proposed schedule for the work program is set out in Table 3, below. Due to seasonal conditions and availability of geophysical contractors and drill rigs dates may vary.

Table 2 2014 Work Program Schedule

Timing Activity January 2014 Contracts signed for drilling March 2014 Mobilize Drill crews to Homer Lake target to begin Phase I Mid April 2014 Suspend operations for Yellowknife Loppet Late April to mid May 2014 Continue winter drilling operations Mid May to late June 2014 Suspend drilling for spring break-up period Late June to August 2014 Complete Phase I drill program August 2014 Planning for Phase II drilling program (contingent on Phase I success) Fall 2014 Commence Phase II drilling program

WORK PROGRAMS FOR FUTURE YEARS Future exploration programs will be contingent upon the results of the 2014 diamond drilling program. It is anticipated future work programs conducted in 2014 or beyond, for the life of the land use permit, will be similar in work type and scale. If exploration programs increase in scope and/or size beyond what is included in this application, TerraX will file the appropriate land use permit amendment documents with the Mackenzie Valley Land & Water Board.

TerraX Minerals Inc. – Exploration Plan – Yellowknife City Gold Project, NT 14 YELLOWKNIFE CITY GOLD PROJECT

FORWARD LOOKING ENGAGEMENT PLAN

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January 10, 2014

Via electronic mail to [email protected]

Mackenzie Valley Land and Water Board

7th Floor, 4922 48th Street PO Box 2130 Yellowknife, NT X1A 2P6

Attention: Willard Hagen, Chairman

Dear Sir:

Re: Submission of a Forward Looking Engagement Plan for TerraX Minerals Inc. Yellowknife City Gold Project

TerraX Minerals Inc. is please to submit a Forward Looking Engagement Plan (FLEP) for its Yellowknife City Project. The Yellowknife City Project includes the Northbelt Property for which a permit is being sought for drilling and the Walsh/Humphrey’s Property and Goodwin Property which adjoin the Northbelt Property. Subject to prospecting results and financing TerraX anticipates seeking a permit to drill on the Walsh/Humphrey’s Property in 2015 while activities on the Goodwin Claim are expected to remain below threshold for the foreseeable future.

TerraX has been and intends to continue engagement activities on all three properties. Given that the activities of a number of the co‐users (Aboriginal groups, industrial leases, government users, infrastructure owners, recreational trails and recreational leases) cross two or more of the adjoining properties and that both below threshold activities and permitted activities will be addressed in the same engagement activities it seems rational to have a single FLEP for the entire project; provided it does not complicate or delay the permitting process.

Each of the potentially impacted Aboriginal groups have reviewed a draft of this FLEP and provided supportive comments to the Board.

The FLEP addresses the means by which TerraX and: Dene, Federal, industrial, infrastructure, Metis, Northern, municipal, recreational clubs, cabin owners and Territorial co‐users of the project area, as well as, Federal and Territorial Crown regulators with jurisdiction over the exploration activities for which TerraX is seeking a permit will engage each other. The FLEP emphasizes that the success of an engagement plan requires the willing, transparent and timely commitment of all potentially impacted parties. The FLEP is a living document and as committed in the FLEP will need to be reviewed periodically. A significant and predictable change will be devolution.

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TerraX has participated in over 300 engagement activities since acquiring the Northbelt property in February 2013. In preparing the FLEP TerraX has been respectful of:

• Mackenzie Valley Land and Water Board Engagement and Consultation Policy; • Mackenzie Valley Land and Water Board Engagement Guidelines for Applicants and Holders of Water Licenses and Land Use Permits (Guidelines); • Akaitcho IMA Office Guidelines for Mineral Exploration Companies Seeking to Engage the Akaitcho Dene First Nations.

We reviewed the public record for best practices in NWT engagement plans and drew upon recent engagement plans which were recommended as good models. We sought to address the comments by the Aboriginal, Federal and Territorial reviewers of previous plans submitted to the Board who are also potentially impacted by TerraX’s project.

We note several aspects of our project which result in TerraX’s designing its FLEP for a broader range of potentially impacted stakeholders while still adhering to the Board’s engagement Policy and Guidelines. In this case the project initially has three land owners: the Federal Crown, the Territorial Commissioner and the Municipality of Yellowknife, in addition to the settled and asserted Aboriginal interests of the Tli Cho Government, Yellowknives Dene First Nation and the North Slave Metis Alliance.

The project area also has numerous: recreational, industrial, infrastructure and government users, leases, rights‐ of‐way and easements. Due to the heavy recreational co‐use we propose to introduce social media as a rapid, broad based and affordable engagement tool which will allow recreational users to inform the proponent of their club activities and vice versa to enhance safety and de‐conflict trail uses between recreational vehicles and activities and exploration activities.

TerraX has endeavoured to ensure that the attached FLEP meets the spirit and intent of the Board’s engagement policy and guidelines in the context of an early stage of exploration project. We look forward to continuing to work with the Board and impacted stakeholders collaboratively as we advance our Yellowknife City Gold Project. You may be aware that following engagement meetings with six recreational user groups, the Territorial and municipal governments, a number of local businesses and TerraX structured a fundraiser where by the not‐for‐profit recreational user groups were funded to remove six truckloads of garbage from the roads and trails on the project site. The parties are currently in discussions on the next project to improve the environment and safety of the trails for their mutual use.

Yours truly,

Joe Campbell P.Geo President and CEO

Encl.

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iv YELLOWKNIFE CITY GOLD PROJECT Forward Looking Engagement Plan on

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Table of Contents

Cover Letter ...... ii

Project Photos ...... iv

Project Map ...... v

Table of Contents ...... vi List of Appendices ...... vi

1. Introduction ...... 1 1.1 Legal and Policy Background ...... 1 1.2 TerraX's Forward Looking Engagement Plan Framework ...... 2

2. Affected Parties ...... 3

3. Engagement with Affected Parties ...... 4 3.1 What is Engagement? ...... 4 3.2 What Are the Benefits of Engagement? 4 3.3 What Guides Engagement? ...... 5

4. Forward Looking Engagement Plan ...... 7 4.1 Goals of Engagement ...... 7 4.2 Engagement Triggers and Methods...... 8 4.2.1 Recommended Engagement Work Plan/Schedule ...... 11 4.3 Follow-up Reporting ...... 11 4.4 Communicating the Plan ...... 11 4.5 Implementing the Plan ...... 12 4.6 Plan Review ...... 12

List of Appendices Appendix I – List and Contact Information for TerraX Minerals, Affected 13 and Other interested Parties ...... Appendix II – TerraX Forward Looking Engagement Work Plan – Work 18 Plan and Schedule – Table of Triggers, Parties and Format of Engagement

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1. Introduction

1.1 LEGAL AND POLICY BACKGROUND

Concurrent with submitting this Forward Looking Engagement Plan for the Yellowknife City Gold Project (Project) in January 2014, TerraX Minerals (NWT) Inc. (“TerraX”) submitted an Application for a five year Land Use Permit to the Mackenzie Valley Land and Water Board (“Board”) for the Northbelt Property (“Property”). The Northbelt Property constitutes the area of the Yellowknife City Gold Project where above threshold activity is proposed commencing in 2014.

The Yellowknife City Gold Project includes the Northbelt Property for which a permit is being sought for drilling; the Walsh/Humphrey’s Property and Goodwin Property which adjoin the Northbelt Property. Subject to prospecting results and financing TerraX anticipates seeking a permit to drill on the Walsh/Humphrey’s Property in 2015 while activities on the Goodwin Claim are expected to remain below threshold for the foreseeable future. See map at page v.

TerraX has been and intends to continue engagement activities on all three properties. Given that the activities of a number of the co-users (Aboriginal groups, industrial leases, government users, infrastructure owners, recreational trails and recreational leases) cross two or more of the adjoining properties and that both below threshold activities and permitted activities will be addressed in the same engagement activities it seems rational to have a single FLEP for the entire project; provided it does not complicate or delay the permitting process.

Each of the potentially impacted Aboriginal groups have reviewed a draft of this FLEP and provided supportive comments to the Board and developer.

The Mackenzie Valley Land and Water Board has released two key documents to support engagement and consultation processes; the Mackenzie Valley Land and Water Board Engagement and Consultation Policy ("Policy") and the Mackenzie Valley Land and Water Board Engagement Guidelines for Applicants and Holders of Water Licenses and Land Use Permits ("Guidelines"). Both documents were released June 1, 2013.

The purpose of the Policy is to:

"Ensure that its obligation for meaningful consultation (as set forth in land claims and applicable legislation) with all affected parties, including Aboriginal groups in the Mackenzie Valley, are met and clearly articulated."

In particular, the Policy outlines:

1. The requirement for proponents to initiate dialogue and engagement planning with affected parties particularly Aboriginal organizations and groups; 2. Application of consultative approaches throughout proceedings wherein affected parties contribute to meaningful assessment of impacts and establishment of appropriate mitigations pursuant to the Mackenzie Valley Resource Management Act and Northwest Territories Waters Act; and

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3. The process for assessing and ruling on, if necessary, the adequacy of Crown consultation prior to a final decision or recommendation taking into account the information gathered during engagement and consultative processes.

The Guidelines provide requirements and recommendations to proponents for meeting the Board's requirements for engagement. Specifically, the Guidelines outline:

1. The proponent's submission requirements for engagement prior to and during the Life of a project and authorization;

2. The engagement criteria against which the Board will assess adequacy of engagement;

3. The recommended step by step process for successful engagement outcomes; and

4. Suggested best-practices for conducting engagement.

Through the Board’s process, TerraX’s Forward Looking Engagement Plan will undergo review by affected parties, and these parties will have the opportunity to provide valuable input into the plan. In addition, the Forward Looking Engagement Plan has benefited from the recent Policy and Guidelines issued by the Board and by borrowing heavily from recent examples of Forward Looking Engagement Plans that have been developed by proponents such as Seabridge Gold with multiple reviews by all the known parties potentially affected by the Yellowknife City Gold Project.

1.2 TERRAX'S FORWARD LOOKING ENGAGEMENT PLAN FRAMEWORK

TerraX acknowledges that the Project is located on lands which have multiple historic and existing uses including the traditional lands of Aboriginal Peoples, outdoor recreation clubs, recreational cabin leases, hydro generation and transmission, telephone lines, City of Yellowknife, roads, previous mining works, designated remediation sites, Crown, Commissioner’s and Municipal Lands. TerraX recognizes the importance of engaging with affected parties throughout the various phases of development. TerraX has conducted and continues to conduct engagement initiatives.

The Forward Looking Engagement Plan provides a formal written framework on how TerraX intends to continue to engage potentially affected parties. The Forward Looking Engagement Plan meets the objectives of the Mackenzie Valley Land and Water Board Engagement and Consultation Policy under the framework put forward by the Mackenzie Valley Land and Water Board Engagement Guidelines for Applicants and Holders of Water Licenses and Land Use Permits.

TerraX recognizes the political, social, environmental, and economic landscapes of the North and the Yellowknife area are unique, and that TerraX will continue to respect and work within these features in the course of its engagement. TerraX considers the Forward Looking Engagement Plan to be evergreen, meaning that the plan will evolve and be updated should site activities advance from prospecting and exploration to mine development.

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2. Affected Parties

As a first step, the Policy and Guidelines require identification of the affected parties.

The activities for the Yellowknife City Gold Project are being conducted on Crown Land, Commissioner’s Land and City of Yellowknife Land. The land has been subject to continuous mining and/or exploration and mining tenure for approximately 75-80 years. These lands are also recognized or asserted as the traditional Lands of a number of Aboriginal groups. The lands have historically have been used by a number of government, Aboriginal, exploration, mining, hydro, industrial and recreational users primarily form the City of Yellowknife, N’Dilo and Dettah.

Accordingly, this plan addresses these traditional, historic and current Aboriginal, government industrial, infraatructure and recreational user groups as the affected parties in relation to the Yellowknife City Gold Project. Federal Crown, Territorial Crown, and municipal regulators with jurisdiction over the permitted activities or lands are also considered as affected parties. This plan has been designed to assist the Crown, including the Federal, Territorial and municipal governments, and the MVLWB, in carrying out its consultation responsibilities to these Aboriginal and other affected parties groups.

Aside from the potentially affected Aboriginal groups identified in Appendix I, a number of other potentially affected parties are identified with interests in the Project. These include Territorial Departments; the City of Yellowknife, Agencies, and Boards; NWT Power Corporation; NWTel, recreation associations; recreational cabin lease holders; and other private companies. Appendix I lists and provides contact information for potentially affected Aboriginal groups and other parties under this plan.

For the purposes of engagement, the following TerraX personnel and consultants will be involved:

o Joe Campbell P. Geo. — President and Chief Executive Officer o Tom Setterfield PhD — Vice President, Exploration o David Connelly MBA — Strategic and Community Engagement Advisor

Mr. David Connelly [email protected] is the primary contact for the Forward Looking Engagement Plan, and questions and comments related to engagement activities should be directed to him.

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______3. Engagement with Affected Parties

3.1 WHAT IS ENGAGEMENT?

TerraX follows the definition of engagement as articulated in the Mackenzie Valley Land and Water Board Policy as “The communication and outreach activities a proponent undertakes with affected parties prior to and during the operation of the project."

3.2 WHAT ARE THE BENEFITS OF ENGAGEMENT?

Engagement can help TerraX and the affected parties do a better job. It provides a means for the Company and affected parties to share ideas, plans, and values while receiving input from each other regarding potential and existing concerns and benefits. Engagement provides opportunities to mitigate, capture or otherwise address, in advance areas of potential concern, opportunity or interest. Engagement keeps affected parties and the Company informed and up to date on what is happening with the Project and with affected parties in the Project area.

There are many benefits of engaging affected parties and the public in general. The practice of engagement achieves:

o Cooperative working relationships and support for the Project; o Understanding of various views, concerns, interests and expectations; o Brings attention to important issues; o Creates synergies; o Identifies mutually beneficial goals and opportunities; o Increases consensus and reduces opposition and delays; o Achieves better, more informed, decisions; o Understanding of traditional, government and corporate knowledge; traditional, recreational and previous industrial land use, and cultural and historical contexts of the impact on Aboriginal groups; o Helps communities, recreational lease holders, industrial users and other affected parties understand the complexities of issues; and o Better understanding of the needs and priorities of the affected parties so that decisions can be made with these needs and priorities in mind.

TerraX recognizes that the benefits of engagement are long-term. The process is an investment in achieving the Company’s vision of being a responsible and welcome member of the communities in which we operate.

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______3.3 WHAT GUIDES ENGAGEMENT?

TerraX is committed to following the guidelines and best practices appropriate for mineral exploration companies found in Appendix A of the Mackenzie Valley Land and Water Board Guidelines which are appropriate for a prospecting and early exploration program. Community- based Guidelines from the affected parties expands on these guidelines and best practices and are acknowledged and reflected in this Forward Looking Engagement Plan. The known community- based guidelines are the:

o Akaitcho Interim Measures Agreement Implementation Office: Guidelines for Mineral Exploration Companies Seeking to Engage the Akaitcho Dene First Nations

Guidelines and best practices which may apply to the proponent and affected parties include:

o Pro-active, early engagement – provision of adequate time for early identification and addressing of potential project issues. o The Company and affected parties should apply community-based engagement guidelines of the region as well as those of the Proponent and Mackenzie Valley Land and Water Board. o The Company and affected parties should provide transparent, timely, proportionate and accountable engagement — sharing information and having open engagement processes, timely final decisions and outcomes. o The Company and affected parties should provide value inclusiveness — ensuring engagement is based on building mutual trust and relationships that seek to involve all members of the communities. o Consideration of cultural and language differences (traditional and business)– knowing the audience and designing the engagement around them. Key presentations and materials will be in plain language and may be translated, when appropriate. The preference is that engagements occur within the affected communities. o Clarity about objectives and expectations – if the project progresses to developing a mine, a formal agreement (e.g., Consultation Protocols Agreement) may be required between the Proponent and the affected parties. o Identification of competitive, proportionate and necessary costs consistent with the scale of activity proposed be prepared to help arrange for the adequate resources to enable understanding and participation – these may include the following: materials, cost of meeting rooms, translators if needed, audiovisual equipment, meeting facilitation, and refreshments and beverages. o Documentation of any and all feedback received from affected parties - note the date, name of individuals involved, nature of the project, the key input that was taken from the conversation, which concerns were heard, any alternatives discussed/agreed to, and any outstanding issues. o The Company and affected parties should promote open two-way communication —

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______working with communities, affected parties and stakeholders in a cooperative and collaborative way to share information and provide opportunities for open and constructive dialogue. Consider involving third parties as facilitators during workshops or community public meetings when appropriate. o The Company and affected parties should provide timely communication — ensuring information is available in a timely manner, including an immediate response upon receiving a query or meeting request detailing when an answer will be forthcoming. o The Company and affected parties should provide timely and appropriate level of representation – depending on the nature of the engagement in particular, if decisions are pending based on the engagement, it is preferable that the engagement involve decision-makers. o Contemplation period – Affected parties and proponents require time after engagements to consider the shared information, to seek feedback from their respective communities and organizations, and to identify further issues and concerns. o Confidentiality and attribution – disclosed personal and corporate information is not to be released. Individuals may invite or permit a Proponent to communicate with them directly, however, such communication cannot be attributed to the affected party in general or represent the affected party's views on an issue. o Regular reviews on the effectiveness of the engagement process - revision of the engagement process reflecting the development of the Project and growth of the relationship with the affected parties.

These guidelines and best practices are the foundation upon which the Forward Looking Engagement Plan is built and are fundamental to all engagement activities.

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______4. Forward Looking Engagement Plan TerraX considered the following components and actions when developing this Plan:

Goals of Engagement Engagement Follow‐up Communicating Implementing Plan Engagement Triggers Methods Reporting the Plan the Plan Review

4.1 GOALS OF ENGAGEMENT

The Project is currently operating as a brownfield prospecting project year-round, with the exception of breakup and freeze up when activity is limited to airborne geophysical work. This work has all been below threshold. An application has been filed for year-round exploration on the Property. The impacts to recreational, industrial, traditional, infrastructure and government land users of the Property and Project areas have been, and are expected to continue to be, minimal during the prospecting and exploration stage.

In assessing the current stage of the Project, TerraX identified three engagement goals:

Engagement Goals Commitment to the Public

Inform — involves providing information to: Keep the public informed.

• Notify affected parties of an issue/project/decision. • Assist affected parties in understanding the Project and issues that may arise. • Prepare affected parties for more intensive forms of engagement should the Project advance to development.

Engage — allows affected parties and Keep the public informed. communities of interest the opportunity to provide feedback; usually at points in the Listen to and acknowledge concerns and project planning or implementation process. aspirations, and consider these in decision-making.

Pidfdbkh id h Involve — allows affect parties to work In the event of a development decision, directly with the Company throughout the work with the public to highlight how their process to ensure that aspirations are concerns and aspirations are reflected in consistently understood and considered. the design of the Mine plan.

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______4.2 ENGAGEMENT TRIGGERS AND METHODS

TerraX has defined engagement triggers at key milestone in the Project, which may be related to project activities authorized under the Land Use Permit and/or regulatory triggers. During exploration, the level of Project and site activity may vary considerably during the term of the permit. The triggers are defined to provide more certainty around engagement timing while remaining flexible.

The engagement methods follow these important guiding principles, consistent with guidance from the Mackenzie Valley Land and Water Board:

1. The nature and scope of engagement efforts should reflect the magnitude and complexity of the Project. 2. Both the affected parties and/or Proponent can run the risk of '"consultation fatigue" from too many or inappropriate engagements. Engagement methods and schedules must, by mutual agreement, be reasonable and sustainable for both Proponents and affected parties. 3. The nature of the engagement methods and the frequency of engagement will change through time as affected parties and Proponent gain trust and the Project develops. The Forward Looking Engagement Plan should be reviewed as the relationship of the affected parties and Proponent and/or Project reaches mutually determined milestones. 4. Engagement is a partnership of mutual respect in which the proponent and the affected parties each have responsibilities to ensure it is conducted in a timely, transparent, collaborative, cost effective and efficient manner and which seeks to identify opportunities and solutions as much as it does problems and concerns.

TerraX is in agreement with and will normally follow the recommended procedures of the Mackenzie Valley Land and Water Board Guidelines. Three levels of engagement are recommended:

1. Written (which may include electronic) notification to the affected party. 2. Face-to-face meetings (which may include conference or video calls) with the affected party. 3. Community public meetings.

The latter two levels of engagement are recommended by the Board for larger projects, those that utilize new technologies, or that are in an area of significant interest to an affected party or parties.

TerraX has already carried out over 300 engagement activities in the following ways on the Project:

o Oral and written communications and updates; o News releases and social media; o Face-to-face and teleconference and video meetings and presentations; o Site visits; o Community outreach and support.

TerraX has used a number of different media and methods to engage potentially affected parties. The purpose, context for application, resourcing, and potential outcomes are summarized below.

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______The level of engagement should be commensurate with the level of site and Project activity, and hence the plan will be updated should the TerraX decide to advance the Project to a mine development decision. Below are some of the methods TerraX proposes to use to engage with potentially affected parties.

Information on Website

Use the TerraX Minerals Inc. website (www.terraxminerals.com/s/Home.asp) to reach out and provide information. This technique can be used for low and high priority issues or initiatives and satisfies the goal to inform affected parties and the public. From the Company’s perspective, this technique requires both time and human resources to create and maintain content.

The Company will develop and maintain a sustainability/community engagement web page. Affected parties should be encouraged to include a link to the Company’s engagement web page on their sites. Community engagement information contained on the Company’s website should be prepared in plain language where time and expense permit to reach target audiences.

Social Media

Social media can be used to provide rapid sharing of high and low priority information. It is the method of choice for the largest number of the most active users of the impacted land. Many of the outdoor recreation groups and recreational cabin users prefer to get their information by social media.

Social media is a highly effective, rapid, low-cost method of sharing schedules of activities happening on the land, such as: warnings from CARD, snowmobiling, four wheeling, multisport, cross country skiing, skeet shooting and quading events or when community activities such as trail clean ups, the Yellowknife Ski Lopet or Frostbite 45 are happening. It is also an excellent way for the proponent to keep the recreational groups and recreational lease holders aware of drilling locations and times, equipment moves and engagement activities.

Posters

Posters can be used to provide information and updates on project initiatives and environmental and drilling program schedules. Posters are not easy to update, become stale dated and generate waste. This method can be used for both low and high priority issues or initiatives and satisfies the goal to inform affected parties where electronic communication is not the norm. From the Company’s perspective, this method will result in high printing costs and costs associated with design and distribution. In order to best captivate the targeted audience, posters will include graphic depictions.

News Releases

News/Press releases can be used to inform affected parties, the public, and media of project- specific issues and initiatives, progress updates and Company positions or statements. They can also be used in response to events that have occurred that require a Company response. This method can be used for high priority issues and initiatives and satisfies the goal to inform. Skill and expertise is needed to prepare proper news releases.

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______Site Visits

Site visits allow groups of affected parties to tour the actual site and provide an opportunity to acquire greater knowledge about the issues and the Project overall. This method can be used for both low and high priority issues or initiatives and satisfies the goals to both inform and engage by providing an opportunity for people to discuss issues or concerns that they may have with the Project.

Site visits also provide an opportunity to build rapport amongst the parties. From the Company’s perspective, intensive planning and organization is needed by staff in advance of the visits. In this interactive setting, TerraX will track all inputs received regarding permitted activities at the Project site and will, as appropriate, document in a tracking table, the responses provided by TerraX to such inputs.

Fact Sheets/FAQ’s

Fact sheets provide information about particular issues or initiatives and are usually limited to one page. They offer an opportunity to clarify information that is easy to read and reduces public concern. This method can be used for both low and high priority issues or initiatives and satisfies the goal to inform. From the Company’s perspective there is minimal cost, depending on distribution and the time required to gather information and prepare these sheets. As with other methods, the use of plain language will ensure that a broader distribution is available. Fact sheets may be distributed both electronically or in paper copy.

Electronic Mail

Electronic mail can be used to contact affected parties and solicit input on a variety of issues related to the Project. This method can be used for both low and high priority issues or initiatives and satisfies the goals to both inform and engage. Emails are cost effective and may be used as a timely way to deliver fact sheets, reports and other forms of engagement..

Face-to-face Meetings/Interviews

Face-to-face meetings and interviews allow for focused discussion relative to specific issues or initiatives. They can also be used to prepare affected parties for the next stages of the engagement process, if relevant to the overall Project timeline. This method is best used for high priority issues and initiatives and the goals to inform, engage and involve are met. From the Company’s perspective, this technique can become costly. There is also a significant amount of personnel time required up front in developing effective questions and dialogue points. This technique is much more personal, can be extremely informative, requires attention to detail and helps build rapport. In this interaction setting, TerraX will again track all inputs received regarding permitted activities at the Project site and will, as appropriate, document in a tracking table, the responses provided by TerraX to such inputs. Affected parties have a responsibility to participate in and assist in organising productive, timely and cost effective meetings.

Community Public Meeting

Community public meetings are large group meetings open to the public at large and often used to make a presentation and give the public an opportunity to ask questions and give comments. People often learn by hearing others’ questions and comments. This method is used for high priority issues and

10 YELLOWKNIFE CITY GOLD PROJECT

Forward Looking Engagement Plan

______initiatives and satisfies the goals to inform, engage and involve. From the Company’s perspective, costs can be high depending on rental costs, translator costs, equipment costs, etc. For these types of meetings, it is important that there is an open and neutral environment that allows for a variety of different views to be heard. Emotions can often run high, which sometimes lends itself to having one perspective dominate the discussion. In this interactive setting, TerraX will again track all inputs received regarding permitted activities at the Project site. The Company will, as appropriate, document in a tracking table, the responses provided by TerraX to such input. Affected parties have a responsibility to participate in and assist in organising productive, timely and cost effective public meetings.

Workshops

Workshops involve groups of people who are brought together to discuss specific issues and initiatives. These workshops include a Project update component and may also include an academic component to ensure that participants have a good technical understanding of what the issues are that they have been brought to the table to discuss. Workshops, while focused, allow for group dialogue and discussion on key topics. This method is used primarily for high priority issues and initiatives that are associated with projects moving towards development, and satisfies the goals to inform, engage and involve.

This method is unlikely to be used during the explorations stages. From the Company’s perspective, costs can be high as a result of rental costs, translator costs, equipment rental costs, travel and associated costs. For these types of meetings it is important that there is an open and neutral environment that allows for a variety of different views to be heard. Often the parties can arrange government funding for workshops. Emotions can often run high which sometimes lends itself to having one perspective dominate the discussion. In this interaction setting, TerraX will track all inputs received regarding permitted activities at the Project site and will as appropriate document in a tracking table, the responses provided by TerraX to such inputs. Affected parties have a responsibility to assist in organising productive, timely and cost effective workshops.

4.2.1 Recommended Engagement Work Plan/Schedule

Appendix II is a table which provides the detailed engagement work plan and schedule for the Forward Looking Engagement Plan. The table identifies: the engagement triggers, the purpose of the engagement, the parties to be engaged and the format of the engagement and how the engagement is to be recorded.

4.3 FOLLOW-UP REPORTING

Reporting on significant engagements after they have been completed is an important step in the engagement process as it ensures that those involved see their input was received, understood, and valued. All follow up reports will acknowledge those that participated and will provide an accurate record of the engagement process, and how final decisions were reached.

During engagement activities, TerraX will track comments, concerns or inputs, received relating to a permitted activity and will provide a summary as detailed in the work plan. In order to process comments, concerns and input throughout the engagement process, TerraX will endeavor to respond in a timely manner, respecting the nature of the input.

11 YELLOWKNIFE CITY GOLD PROJECT

Forward Looking Engagement Plan

______4.4 COMMUNICATING THE PLAN

Communicating the Forward Looking Engagement Plan is an important element to the success of the engagement process. Affected parties need to be aware of how TerraX may and is carrying out their engagement and who they can contact in the event they are seeking information or clarification on a Project related matter.

While TerraX intends to use engagement methods already familiar to them, they do recognize that not all potentially affected parties are the same and what might work for one particular group or individual may not be the best method of engagement for another. When engagement is required, TerraX is open to applying alternative timely, effective and efficient engagement methods that have been demonstrated to work well for a particular situation and affected party which is committed to improved engagement. All parties working in good faith to keep lines of communication open will build a rapport and establish a trust amongst the parties.

4.5 IMPLEMENTING THE PLAN

Prospecting and exploration has been ongoing in the Project area since the 1930’s, including the development and subsequent partial restoration of the Crestaurum Mine. TerraX acquired the property in February 2013. TerraX began its consultation process with potentially affected Aboriginal and community stakeholders prior to first visiting the site. To date, TerraX has conducted some 300 engagement activities.

TerraX welcomes the added context and formalization of the engagement processes. For the Company, this reduces the uncertainty in approaches, application of methods, and expectations for both affected parties and the proponent. This Forward Looking Engagement Plan incorporates the thinking and guidelines of the Mackenzie Valley Land and Water Board and the Community-based Guidelines from the Akaitcho Dene First Nations, hence, represents "the forward looking document" that will be implemented according to the recommended work plan and schedule as updated and amended from time to time.

Specifically, the Forward Looking Engagement Plan has identified for the Project:

o Potentially Affected Parties o Guidelines and Best Practices o Goals of Engagement o Methods of Engagement o Engagement Triggers o Post-Engagement Follow-up and Reporting

4.6 PLAN REVIEW

It is important that engagement efforts be monitored and where a method does not appear to be timely, cost effective or efficient, or where parties are not participating in a timely and collaborative manner, it will be modified or suspended. When the scope or importance of an issue increases or decreases, it may also be necessary to modify the Forward Looking Engagement Plan accordingly.

12 YELLOWKNIFE CITY GOLD PROJECT

Forward Looking Engagement Plan

______Evaluating the efficiency and effectiveness of the engagement process, including the active and constructive participation of all parties is a fundamental part of the Forward Looking Engagement Plan. It is important to understand what was done well and what could be improved upon moving forward. TerraX and the affected parties will assess the effectiveness and efficiency of its engagement efforts annually unless mutually agreed otherwise.

They will make necessary changes on a case by case basis. Any significant revisions to the Forward Looking Engagement Plan will be forwarded to the Board for approval. For greater certainty; changes in individuals representing organizations, or changes to an organization’s structure or roles which are listed in Appendix I and II do not constitute significant changes to the Forward Looking Engagement Plan.

13 TerraX Forward Looking Engagement Plan – Table of Triggers, Parties and Format of Engagement

Appendix I

List and Contact Information for TerraX Minerals, Potentially Affected and Other Interested Parties as at January 11, 2014

TerraX Forward Looking Engagement Plan – Table of Triggers, Parties and Format of Engagement

Organization N ame Position Contact Information Regulator

Mackenzie Valley Land and Water Board Zabey Nevitt Executive Director [email protected] Tyree Mullaney Regulatory Officer [email protected]

Proponent

TerraX Minerals Joe Campbell President and CEO [email protected]

Tom Setterfield Vice President Exploration [email protected]

David Connelly Strategic and Engagement Advisor [email protected]

Potentially Impacted Settled and Asserted Aboriginal Claim Groups

Akaitcho IMA Office Stephanie Poole Screening Officer [email protected]

Kwe Beh Working Group Ginger Gibson Technical Advisor [email protected]

North Slave Metis Alliance Bill Enge President [email protected] Eric Binion Regulatory Analyst [email protected]

Tlicho Government Via Henry Zoe Eddie Erasmus Grand Chief [email protected] Via Henry Zoe Johnny Chief – Wekweeti Arrowmaker [email protected] Via Henry Zoe Clifford Daniels Chief – Behchoko [email protected] Via Henry Zoe David Wedawin Chief – Gameti [email protected]

Alfonz Nitsiza Chief - Whati Via Henry Zoe [email protected] Henry Zoe Senior Community Director [email protected] Kerri Garner Dept. of Culture and Land [email protected] Protection

Yellowknives Dene First Nation TBD Chief - Dettah Via Shannon Gault [email protected] Ernest Chief – N’dilo Via Shannon Gault Bestina [email protected]

Director of Lands and Shannon Environment [email protected] Gault Traditional Knowledge Randy Specialist [email protected] Freeman

TerraX Forward Looking Engagement Plan – Table of Triggers, Parties and Format of Engagement

Education and Training Organizing

NWT Mine Training Society Hilary Jones General Manager [email protected]

NWT Skills Canada Jan Fullerton Executive Director [email protected]

Industrial User Groups

Government of Canada Contaminants and TBD Director [email protected] Remediation Directorate

Government of the Northwest Territories Kevin McLeod Director of Highways and Marine [email protected] Dept of Transport Services Division

Northern Territorial Power Company Emanuel DaRosa President and CEO [email protected]

NWTel TBD Vice President TBD

Recreational User Groups

Recreational Lease Holders and Cabin List from meeting e-mail list Owners

Great Slave Snowmobile Association – Trail Bruce Hewlko President [email protected] Riders

NWT Motor Sports Association Ksenia Eic President [email protected]

Scouts Canada Mike Kalnay Area Commissioner michael [email protected]

Yellowknife Armature Radio Society Chris Cameron President [email protected]

Yellowknife Multisport Association Mark Cliff-Philip President [email protected]

Yellowknife Ski Club John Stephenson President [email protected]

Business, Environmental, Labor, and Social Justice Organizations

Northern Aboriginal Business Association Darrell Beaulieu President [email protected]

Tom Hoefer Executive Director [email protected] NWT Chamber of Mines

NWT Chamber of Commerce Mike Bradshaw Executive Director [email protected]

NWT Federation of Labour TBA Vice President

Yellowknife Chamber of Commerce TBA Executive Director [email protected]

TerraX Forward Looking Engagement Plan – Table of Triggers, Parties and Format of Engagement

Deton Cho Corporation Roy Erasmus Jr. President and CEO [email protected]

Metcor Development Corporation Bill Enge President and CEO [email protected]

Tli Cho Development Corporation Dennis Romanson President and CEO [email protected]

Alternatives North Doug Ritchie Representative [email protected]

Ecology North Dawn Tremblay Coordinator [email protected]

Pembina Institute Shauna Morgan Regional Manager [email protected]

Government Development Departments and Agencies

City of Yellowknife Nalini Naidoo Director, Communications & Economic [email protected] Development

Government of Canada – Canadian Patrick Borbey President [email protected] Northern Economic Development Agency Matt Spence [email protected]

Government of the NWT – Dept of Industry, Peter Vician Deputy Minister [email protected] Tourism and Investment

Land Owners and Regulators

City of Yellowknife Mark Heyck Mayor [email protected]

Government of Canada -Aboriginal Affairs Kathryn Bruce Regional Director General [email protected] and Northern Development Canada Clint Ambrose Land Use Inspector [email protected]

Government of Canada Environment Tim Morton Enforcement Officer [email protected] Canada EC NWT [email protected] Environmental Assessment

Department of Fisheries and Oceans Rick Walbourne Habitat Biologist [email protected]

Véronique Fisheries Protection veronique.damours-gauthier@dfo- D’Amours- Biologist mpo.gc.ca Gathier

Fisheries and [email protected] Protection Program General Email

TerraX Forward Looking Engagement Plan – Table of Triggers, Parties and Format of Engagement

GNWT – Environment and Natural Lynda Yonge Director of Wildlife [email protected] Resources James Hodson Wildlife Biologist, Environmental [email protected] Assessment/Habitat Lisa Dyer Director Environment [email protected]

GNWT – Department of Lands (April 1, Mark Warren Deputy Minister [email protected] 2014)

GNWT – Municipal and Community Affairs Tom Williams Deputy Minister [email protected] (Until April 1, 2014) Yvonne Doolittle Regional Superintendent North Slave [email protected] Region

Robin Sproule Senior Lands Officer [email protected]

Prince of Wales Northern Heritage Centre Tom Andrews Territorial Archaeologist [email protected]

Note: TBD = to be determined.

This document is subject to change for a variety of reasons including the impacts of devolution, settling of asserted claims and changes of individuals and persons within organizations.

TerraX Forward Looking Engagement Plan – Table of Triggers, Parties and Format of Engagement

Appendix II

TerraX Forward Looking Engagement Plan Table of Triggers, Parties and Format of Engagement

TerraX Forward Looking Engagement Plan – Table of Triggers, Parties and Format of Engagement

Information Purpose for Format for to be Engagement Engagement Organization to be Engaged Engagement Recorded Pre-Ti Application Develop an Yellowknives Dene First Nation - Shannon Gault (Director of Lands and Meetings, combined Engagement engagement understanding of the Environment) meetings, notices, Log and Public stakeholders, their Tlicho Government - Henry Zoe (Senior Community Director) phone calls, letters, Record interests and the North Slave Metis Alliance - Eric Binion (Regulatory Analyst) e-mails, press project and its AANDC - Kathryn Bruce (Regional Director General), Clint Ambrose (Land Use Inspector) releases, conferences, proponents prior. To MACA-GNWT - Yvonne Doolittle (Regional Superintendent) presentations, share the City of Yellowknife – Nalini Naidoo (Director, Communications & Economic Development) proposals, terms of proponents interests Public – from any potentially impacted community, group or individual reference and concepts for the NTPC – Vice President Community Affairs or designate project. To consider NWTel – Mark Walker (Vice President Business Solutions) and where possible Dept of Transport- GNWT – Kevin McLeod (Director Highways and Marine Services re-elect and address Division) these suggestions Industry Tourism and Investment – GNWT – Peter Vician (Deputy Minister) and interests in Yellowknife Ski Club -John Stephenson (President) designing the Great Slave Snowmobile Association Trail Riders - Bruce Hewlko (President) program and Scouts Canada - Mike Kalnay (Area Commissioner) applying for permits YK Multisport Association - Mark Cliffe-Phillips (President) and to develop good NWT Motor Sports Club – Ksenia Eic (President) working relationships Yellowknife Amateur Radio Society - Chris Cameron (President) among the Recreational Lease Holders and Cabin Owners stakeholders for MVLWB - Zabey Nevitt (Executive Director), Tyree Mullaney (Regulatory Officer) future engagement Can Nor - Patrick Borbey (President), Matt Spence and consultation. NWT Chamber of Mines - Tom Hoefer (Executive Director) Northern Aboriginal Business Association – Darrell Beaulieu (President) Impacted Development Corporations Yellowknife Chamber of Commerce – Leslie Campbell (Executive Director) Ecology North- Dawn Tremblay (Program Coordinator) Alternatives North Doug Ritchie (Board Member) Pembina Institute – Shana Morgan (Manager) NWT Federation of Labour – Mary Lou Cherwaty (President) NWT Mine Training Society – Hilary Jones (General Manager) NWT – Skills Canada – Jan Fullerton (Executive Director) Department of Fisheries and Oceans - Rick Walbourne (Habitat Biologist), Véronique D’Amours-Gathier (Fisheries Protection Biologist), Fisheries and Oceans Canada general mail Environment Canada - Tim Morton (Enforcement Officer), EC NWT Environmental Assessment general inbox GNWT ENR - Lynda Yonge (Director of Wildlife), James Hodson (Wildlife Biologist) Prince of Wales Northern Heritage Centre - Tom Andrews (Territorial Archaeologist)

TerraX Forward Looking Engagement Plan – Table of Triggers, Parties and Format of Engagement

Information Purpose for Format for to be Engagement Engagement Organization to be Engaged Engagement Recorded PermitTi Application To consult on the Yellowknives Dene First Nation - Shannon Gault (Director of Lands and E-mail or mail Engagement log application for the Environment) followed by a timely and on public drilling program, to Tlicho Government - Henry Zoe (Senior Community Director) meeting or record hear and North Slave Metis Alliance - Eric Binion (Regulatory Analyst) teleconference, if meaningfully AANDC - Kathryn Bruce (Regional Director General), Clint Ambrose (Land Use Inspector) requested by any stakeholder or the consider the MACA-GNWT - Yvonne Doolittle (Regional Superintendent) proponent and the suggestions and City of Yellowknife – Nalini Naidoo( Director, Communications & Economic Development) stakeholder are interests and where Public – from any potentially impacted community, group or individual willing to actively possible address the NTPC – Vice President Community Affairs or designate assist in arranging concerns of NWTel – Mark Walker (Vice President Business Solutions) the stakeholder’s stakeholders. To Dept of Transport- GNWT – Kevin McLeod (Director Highways and Marine Services timely participation in continue to develop Division) requested meeting. a collaborative Industry Tourism and Investment – GNWT – Peter Vician (Deputy Minister) working relationship. Yellowknife Ski Club -John Stephenson ( President) Great Slave Snowmobile Association Trail Riders - Bruce Hewlko (President) Scouts Canada - Mike Kalnay (Area Commissioner) YK Multisport Association - Mark Cliffe-Phillips (President) NWT Motor Sports Club – Ksenia Eic (President) Yellowknife Amateur Radio Society - Chris Cameron (President) Recreational Lease Holders and Cabin Owners

MVLWB - Zabey Nevitt (Executive Director), Tyree Mullaney (Regulatory Officer) Can Nor - Patrick Borbey (President), Matt Spence NWT Chamber of Mines - Tom Hoefer (Executive Director) Northern Aboriginal Business Association – Darrell Beaulieu (President) Impacted Development Corporations Yellowknife Chamber of Commerce – Leslie Campbell (Executive Director) Ecology North- Dawn Tremblay (Program Coordinator) Alternatives North Doug Ritchie (Board Member) Pembina Institute – Shana Morgan (Manager) NWT Federation of Labour – Mary Lou Cherwaty (President) NWT Mine Training Society – Hilary Jones (General Manager) NWT – Skills Canada – Jan Fullerton (Executive Director) Department of Fisheries and Oceans - Rick Walbourne (Habitat Biologist), Véronique D’Amours-Gathier (Fisheries Protection Biologist), Fisheries and Oceans Canada general mail Environment Canada - Tim Morton (Enforcement Officer), EC NWT Environmental Assessment general inbox GNWT ENR - Lynda Yonge (Director of Wildlife), James Hodson (Wildlife Biologist) Prince of Wales Northern Heritage Centre - Tom Andrews (Territorial Archaeologist)

TerraX Forward Looking Engagement Plan – Table of Triggers, Parties and Format of Engagement

Information Purpose for Format for to be Engagement Engagement Organization to be Engaged Engagement Recorded TiNew planned Land Dissemination of Prince of Wales Northern Heritage Centre - Tom Andrews (Territorial Summary report Engagement log disturbance that Archaeological Archaeologist) which may be in and on public has not yet been Impact MVLWB - Tyree Mullaney (Regulatory Officer) electronic format record assessed for Assessment archaeological submission Prior to ttil Inform regulator AANDC - Clint Ambrose (Land Use Inspector) MVLWB - Tyree Mullaney (Regulatory Officer) Letter which may be Engagement log commencement of as required by in electronic format and on public annual drilling Land Use Permit record activities At completion of Inform regulator AANDC - Clint Ambrose (Land Use Inspector) MVLWB - Tyree Mullaney (Regulatory Officer) Letter which may be Engagement log annual drilling as required by in electronic format and on public activities Land Use Permit record Completion of Dissemination of Yellowknives Dene First Nation - Shannon Gault (Director of Lands and Letter with Engagement log baseline report(s) information to Environment) accompanying and on public affected parties Tlicho Government - Henry Zoe (Senior Community Director) report(s) in record regarding North Slave Metis Alliance - Eric Binion (Regulatory Analyst) electronic format baseline MACA-GNWT - Yvonne Doolittle (Regional Superintendent) (DVD) and/or paper environmental copy City of Yellowknife – Nalini Naidoo (Director, Communications & Economic monitoring Development) results AANDC - Clint Ambrose (Land Use Inspector) MVLWB - Tyree Mullaney (Regulatory Officer) Pre-submission of To inform Yellowknives Dene First Nation - Shannon Gault (Director of Lands and Environment) Letter. E-mail and requested changes affected parties Tlicho Government - Henry Zoe (Senior Community Director) Face-to-face engagement to Wildlife of proposed North Slave Metis Alliance - Eric Binion (Regulatory Analyst) NWT Metis Nation - Tim meetings records. Management Plan changes, to hear and Heron (IMA Coordinator) Meeting meaningfully GNWT ENR - Lynda Yonge (Director of Wildlife), James Hudson (Wildlife Biologist) notes will consider their be recorded interests and where possible address the concerns of stakeholders

Submission of Dissemination of Yellowknives Dene First Nation - Shannon Gault (Director of Lands and Letter with E-mail and updated Wildlife Wildlife Management Environment) accompanying plan engagement Management Plan Plan Tlicho Government - Henry Zoe (Senior Community Director) in electronic format records. North Slave Metis Alliance - Eric Binion (Regulatory Analyst) (DVD) and/or paper Meeting NWT Metis Nation - Tim Heron (IMA Coordinator) Copy notes will GNWT ENR - Lynda Yonge (Director of Wildlife), James Hodson (Wildlife Biologist) be recorded

TerraX Forward Looking Engagement Plan – Table of Triggers, Parties and Format of Engagement

Information Engagement Purpose for Format for to be Trigger Engagement Organization to be Engaged Engagement Recorded

Pre-submission of To consult on the E-mail or mail E-mail and Yellowknives Dene First Nation - Shannon Gault (Director of Lands and Renewal renewal application, followed by a timely engagement Environment) Application for to hear and site visit, meeting or records Tlicho Government - Henry Zoe (Senior Community Director) Land Use Permit meaningfully teleconference if Meeting consider the North Slave Metis Alliance - Eric Binion (Regulatory Analyst) requested by any Notes will suggestions and AANDC - Kathryn Bruce (Regional Director General), Clint Ambrose (Land Use Inspector) stakeholder or the be recorded interests and where MACA-GNWT - Yvonne Doolittle (Regional Superintendent) proponent and the possible address the City of Yellowknife – Nalini Naidoo (Director, Communications & Economic Development) stakeholder is concerns of Public – from any potentially impacted community, group or individual willing to actively stakeholders. To NTPC – Vice President Community Affairs or designate assist in arranging continue to develop NWTel – Mark Walker (Vice President Business Solutions) the stakeholder’s a collaborative Dept of Transport- GNWT – Kevin McLeod (Director Highways and Marine Services timely participation working relationship. Division) in requested Industry Tourism and Investment – GNWT – Peter Vician (Deputy Minister) meeting. Yellowknife Ski Club -John Stephenson (President) Great Slave Snowmobile Association Trail Riders - Bruce Hewlko (President) Scouts Canada - Mike Kalnay (Area Commissioner) YK Multisport Association - Mark Cliffe-Phillips (President) NWT Motor Sports Club – Ksenia Eic (President) Yellowknife Amateur Radio Society - Chris Cameron (President) Recreational Lease Holders and Cabin Owners MVLWB - Zabey Nevitt (Executive Director), Tyree Mullaney (Regulatory Officer) Can Nor - Patrick Borbey (President), Matt Spence NWT Chamber of Mines - Tom Hoefer (Executive Director) Northern Aboriginal Business Association – Darrell Beaulieu (President) Impacted Development Corporations Yellowknife Chamber of Commerce – Leslie Campbell (Executive Director) Ecology North- Dawn Tremblay (Program Coordinator) Alternatives North Doug Ritchie (Board Member) Pembina Institute – Shana Morgan (Manager) NWT Federation of Labour – Mary Lou Cherwaty (President) NWT Mine Training Society – Hilary Jones (General Manager) NWT – Skills Canada – Jan Fullerton (Executive Director) Department of Fisheries and Oceans - Rick Walbourne (Habitat Biologist), Véronique D’Amours-Gathier (Fisheries Protection Biologist), Fisheries and Oceans Canada general mail Environment Canada - Tim Morton (Enforcement Officer), EC NWT Environmental Assessment general inbox GNWT ENR - Lynda Yonge (Director of Wildlife), James Hodson (Wildlife Biologist) Prince of Wales Northern Heritage Centre - Tom Andrews (Territorial Archaeologist) 23

TerraX Forward Looking Engagement Plan – Table of Triggers, Parties and Format of Engagement

Engagement Purpose for Format for Information Trigger Engagement Organization to be Engaged Engagement to be Recorded Submission of Application to MVLWB - Tyree Mullaney (Regulatory Officer) AANDC - Clint Ambrose (Land Use E mail. Application will Land Use Permit MVLWB to be Inspector) Dissemination of become a Renewal disseminated for information through matter of public Application public review the MVLWB knowledge process Invitation to To provide Tlicho Government - Kwe Beh Working group coordinated by Ginger Gibson A presentation Meeting present to Kwe information will be in the form Notes will Beh Working regarding of a PowerPoint be recorded group proponent's presentation and Engagement exploration plans will be delivered records to the Kwe Beh either over the working group phone or in person. Discussion will follow the presentation

TerraX Forward Looking Engagement Plan – Table of Triggers, Parties and Format of Engagement

Engagement Purpose for Format for Information Trigger Engagement Organization to be Engaged Engagement to be Recorded Pre-submission for To consult on the Yellowknives Dene First Nation - Shannon Gault (Director of Lands and E-mail or mail E-mail and any requested renewal application, Environment) followed by a timely engagement Land Use Permit to hear and Tlicho Government - Henry Zoe (Senior Community Director) site visit, meeting or records Amendments and meaningfully North Slave Metis Alliance - Eric Binion (Regulatory Analyst) teleconference if Meeting Extensions consider the AANDC - Kathryn Bruce (Regional Director General), Clint Ambrose (Land Use Inspector) requested by any notes will suggestions and MACA-GNWT - Yvonne Doolittle (Regional Superintendent) stakeholder or the be recorded interests and where City of Yellowknife – Nalini Naidoo (Director, Communications & Economic Development) proponent and the possible address the Public – from any potentially impacted community, group or individual stakeholder is concerns of NTPC – Vice President Community Affairs or designate willing to actively stakeholders. To NWTel – Mark Walker (Vice President Business Solutions) assist in arranging continue to develop Dept of Transport- GNWT – Kevin McLeod (Director Highways and Marine Services the stakeholder’s a collaborative Division) timely participation working relationship in requested Industry Tourism and Investment – GNWT – Peter Vician (Deputy Minister) meeting Yellowknife Ski Club -John Stephenson (President) Great Slave Snowmobile Association Trail Riders - Bruce Hewlco (President) Scouts Canada - Mike Kalnay (Area Commissioner) YK Multisport Association - Mark Cliffe-Phillips (President) NWT Motor Sports Club – Ksenia Eic (President) Yellowknife Amateur Radio Society - Chris Cameron (President) Recreational Lease Holders and Cabin Owners MVLWB - Zabey Nevitt (Executive Director), Tyree Mullaney (Regulatory Officer) Can Nor - Patrick Borbey (President), Matt Spence NWT Chamber of Mines - Tom Hoefer (Executive Director) Northern Aboriginal Business Association – Darrell Beaulieu (President) Impacted Development Corporations Yellowknife Chamber of Commerce – Leslie Campbell (Executive Director) Ecology North- Dawn Tremblay (Program Coordinator) Alternatives North Doug Ritchie (Board Member) Pembina Institute – Shana Morgan (Manager) NWT Federation of Labour – Mary Lou Cherwaty (President) NWT Mine Training Society – Hilary Jones (General Manager) NWT – Skills Canada – Jan Fullerton (Executive Director) Department of Fisheries and Oceans - Rick Walbourne (Habitat Biologist), Véronique D’Amours-Gathier (Fisheries Protection Biologist), Fisheries and Oceans Canada general mail Environment Canada - Tim Morton (Enforcement Officer), EC NWT Environmental Assessment general inbox GNWT ENR - Lynda Yonge (Director of Wildlife), James Hodson (Wildlife Biologist) Prince of Wales Northern Heritage Centre - Tom Andrews (Territorial Archaeologist)

TerraX Forward Looking Engagement Plan – Table of Triggers, Parties and Format of Engagement

Engagement Purpose for Format for Information Trigger Engagement Organization to be Engaged Engagement to be Recorded Submission of Application to AANDC - Clint Ambrose (Land Use Inspector) E mail. Application Application for any MVLWB to be MVLWB - Tyree Mullaney (Regulatory Officer) Dissemination of will become a Land Use Permit disseminated for information through matter of Amendments and public review the MVLWB public Extensions process knowledge

Changes to drill To advise key parties Yellowknives Dene First Nation - Shannon Gault (Director of Lands and Notifications will be Engagement locations, greater of significant changes Environment) sent out via email log than 500 meters from the original plan Tlicho Government - Henry Zoe (Senior Community Director) or social media to the drilling North Slave Metis Alliance - Eric Binion (Regulatory Analyst) locations that were AANDC - Clint Ambrose (Land Use Inspector) originally provided. MACA-GNWT - Yvonne Doolittle (Regional Superintendent) City of Yellowknife – Nalini Naidoo (Director, Communications & Economic Development) MVLWB - Tyree Mullaney (Regulatory Officer)

Significant To advise key parties of Yellowknives Dene First Nation - Shannon Gault (Director of Lands and Notifications will be Engagement additional significant changes Environment) sent out via email log activities on the from the Land Use Tlicho Government - Henry Zoe (Senior Community Director) or social media ground that were Permit not included in the North Slave Metis Alliance - Eric Binion (Regulatory Analyst) Land Use Permit, MACA-GNWT - Yvonne Doolittle (Regional Superintendent) such as the City of Yellowknife – Nalini Naidoo (Director, Communications & Economic addition of land Development) based geophysics, Public – from any potentially impacted community or group increase in fuel storage and NTPC – Vice President Community Affairs or designate handling NWTel – Mark Walker (Vice President Business Solutions) Dept of Transport- GNWT – Kevin McLeod (Director Highways and Marine Services Division) Yellowknife Ski Club -John Stephenson (President) Great Slave Snowmobile Association Trail Riders - Bruce Hewlko (President) Scouts Canada - Mike Kalnay (Area Commissioner) YK Multisport Association - Mark Cliffe-Phillips (President) NWT Motor Sports Club – Ksenia Eic (President) Yellowknife Amateur Radio Society - Chris Cameron (President) Recreational Lease Holders MVLWB - Zabey Nevitt (Executive Director), Tyree Mullaney (Regulatory Officer) AANDC - Kathryn Bruce (Regional Director General), Clint Ambrose (Land Use Inspector)

TerraX Forward Looking Engagement Plan – Table of Triggers, Parties and Format of Engagement

Information Engagement Purpose for Format for to be Trigger Engagement Organization to be Engaged Engagement Recorded

Twice annually Keeping all parties Same list as on permit application E-mail followed by E-mail and one of which is the informed of interests, a meeting if engagement Annual Work plan concerns and requested by one records provide an update activities of the parties and Meeting on the project the stakeholders notes will is willing to assist be recorded in arranging a timely meeting.

Material Material information Same list as on permit application News/Press E-mail and on information from from proponent releases Proponent proponent regarding project website regarding project Any work This would Formal meetings Meeting MVLWB - Zabey Nevitt (Executive Director), Tyree Mullaney (Regulatory Officer) beyond the require an with MVLWB to notes will scope of the update to the discuss new be recorded Land Use Permit Forward Looking engagement plans for the purposes Engagement Plan and consultation of project obligations that development, would be more relevant to the should this occur scope of the development

YELLOWKNIFE CITY GOLD PROJECT

WASTE MANAGEMENT PLAN

______

Effective February 1, 2014

______

TerraX Minerals Inc.

YELLOWKNIFE CITY GOLD PROJECT, NT

WASTE MANAGEMENT PLAN

NTS 085J/09

Latitudes 62O 32’ 13”N and 62O 40’ 37”N Longitudes 114O 17’ 03”W and 114O 23’ 08”W

Effective: 01 February 2014

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TABLE OF CONTENTS

Page No. LOCATION 1

ENVIRONMENTAL POLICY 1

APPENDIX I Maps

______

Location TerraX Minerals Inc. (“TerraX”) will be conducting mineral exploration activities on the Northbelt Property throughout the 2014 to 2018 period. This plan for waste management is effective 01 February 2014.

The Northbelt Property is located in the south-central Northwest Territories, approximately 10 kilometres north of Yellowknife.

Access to the property is via existing roads on a year-round basis.

The Northbelt Property is comprised of 121 mineral leases with an area of 8,802.55 acres.

Maps illustrating the regional context of the property and the constituent mineral leases are located in Appendix 1. The property is roughly situated between latitudes 62O 32’ 13”N and 62O 40’ 37”N and longitudes 114O 17’ 03”W and 114O 23’ 08”W, within NTS map sheet 085J09.

Environmental Policy TerraX is committed to the protection of the environment during its exploration activities, through the application of the following principles: • Identify and evaluate all environmental aspects of exploration activities, and develop procedures for minimizing, as much as reasonably achievable, the environmental impacts while carrying out these activities; • Comply with all applicable environmental legislation and regulations and the Terms and Conditions of the MVLWB permit; • Facilitate clear and effective communication of TerraX’s environmental requirements to employees and contractors to encourage their participation and compliance; • Provide appropriate training, conduct internal assessment/inspections and the periodic review of procedures during weekly meetings; • Deal proactively with environmental issues by identifying potential impacts and implementing preventive actions, measures to mitigate and effective contingency plans; and • Consistently consider the interests of the Stakeholders in exploration activities.

1 TerraX Minerals Inc. –Yellowknife City Gold Project – Waste Management Plan 01 February 2014

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TerraX will address waste management with adequate foresight to meet the goal of waste reduction and pollution prevention. Waste generated during the course of the work program on the property will be sorted and removed from site for disposal at appropriate facilities off the property. No waste material of any kind will remain on the property.

In cases of non-hazardous waste (construction materials, organics, plastics, metals) materials will be transported to the Yellowknife waste management facility.

Hazardous wastes will be shipped to Yellowknife for reuse, recycling and/or disposal at the waste management facility. Hazardous waste includes waste fuel (diesel, gasoline, jet fuel, propane), used oil, oil filters, used absorbent pads, paint, chemicals, batteries and used grease. Non-hazardous waste includes food, wood, cardboard, plastic, rubber, glass and empty fuel drums.

The objectives of the plan are to: • Develop a system of appropriate waste disposal, including reuse, recycling, reducing and recovering; • Minimize and mitigate against any potential impacts to the environment; and • Comply with Federal and Territorial legislation and the Terms and Conditions provided in the Mackenzie Valley Land and Water Board land use permit documentation.

Identification of Waste Types • Hazardous or Potentially Hazardous Wastes Oil filters Used oil, fuels, lubricants, Lead acid batteries and greases, and solvents alkaline batteries Contaminated and remediated soils Non-Mineral Waste* Domestic refuse Inert waste Bulky metals (equipment) Mineral Waste* Drill cuttings

All wastes will be separated, sorted, and disposed of as follow:

Recyclable wastes - will be collected, sorted, removed from site and taken to Yellowknife waste management facility.

Combustible wastes – will be collected and taken to Yellowknife waste management facility disposal.

Scrap metal – will be collected and taken to Yellowknife and disposed of in their waste management facility.

Non-combustible inert wastes – will be removed from site and taken to Yellowknife waste management facility.

2 TerraX Minerals Inc. –Yellowknife City Gold Project – Waste Management Plan 01 February 2014

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Non-combustible waste oil and oily rags – will be removed from site in sealed containers and taken to Yellowknife waste management facility and disposed using the fees and procedures proscribed by that facility.

Hazardous Wastes – will be removed from site in appropriate sealed containers and taken to Yellowknife waste management facility and disposed using the fees and procedures proscribed by that facility. Excess fuel (diesel, gasoline and propane) at the end of the program will be sold locally for future use.

The sources of waste being generated on the Northbelt Property will be:

Source of Waste Type of Waste Fuel Handling and Storage Waste petroleum products, used absorbent pads, empty drums Chemical Handling and Storage Used chemicals, empty containers, salt Equipment maintenance (drills, water Engine oil, oil filters, air filters, scrap metal, pumps and heaters) batteries, hoses, used absorbent pads, empty drums and containers, packaging Drill Related Core boxes, wire, burlap, wooden blocking, worn drill rods, drill bits, plastic end caps and containers, strapping, pallets Domestic waste Paper, cardboard, plastics, scrap wood

3 TerraX Minerals Inc. –Yellowknife City Gold Project – Waste Management Plan 01 February 2014

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APPENDIX 1

NORTHBELT PROPERTY MAPS

TerraX Minerals Inc. –Yellowknife City Gold Project – Waste Management Plan 01 February 2014

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Figure 1 General Location Overview Map TerraX Minerals Inc Property Outlines

TerraX Minerals Inc. –Yellowknife City Gold Project – Waste Management Plan 01 February 2014

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Figure 2 TerraX Lease and Claim Holdings Location Map

TerraX Minerals Inc. –Yellowknife City Gold Project – Waste Management Plan 01 February 2014

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Figure 3 Proposed 2014 Phase I Diamond Drilling Location Map

TerraX Minerals Inc. –Yellowknife City Gold Project – Waste Management Plan 01 February 2014

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Figure 4 Anticipated Phase II Diamond Drilling Locations (2015-2018)

TerraX Minerals Inc. –Yellowknife City Gold Project – Waste Management Plan 01 February 2014 YELLOWKNIFE CITY GOLD PROJECT

WILDLIFE MANAGEMENT & MITIGATION PLAN

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Effective February 1, 2014

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TerraX Minerals Inc.

NORTHBELT PROPERTY, NT

WILDLIFE MANAGEMENT AND MITIGATION PLAN

NTS 085J/09

Latitudes 62O 32’ 13”N and 62O 40’ 37”N Longitudes 114O 17’ 03”W and 114O 23’ 08”W

Effective: 01 February 2014

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TABLE OF CONTENTS

Page No.

INTRODUCTION 1

INTERNAL POLICIES 2

PREDICTED IMPACTS TO WILDLIFE 4

SPECIES-SPECIFIC MITIGATION MEASURES 5 Caribou 5 Bears and Other Carnivores 5

TABLES Table 1 Contact Phone Numbers 4

APPENDICES Appendix I Project Maps Appendix II Caribou Protection Measures (AANDC) Appendix III Safety in Grizzly and Black Bear Country (GNWT) Appendix IV Freshwater Intake End-Of-Pipe Screen Guideline (DFO)

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INTRODUCTION TerraX Minerals Inc. (“TerraX”) is a Canadian exploration company based in Ottawa, Canada. The company is the registered holder of 121 mining leases collectively known as the Northbelt Property. The property is situated approximately 10 km north of Yellowknife, NT.

All employees and contractors of the company will be trained in the internal policies and procedures. Additionally, employees and contractors will be made familiar with the Terms and Conditions of the project’s licences and permits and with the legislation as it applies to the project. Training will include, but not be limited to: • Emergency Response; • Bear Safety; • Worker Safety; • Environmental Policies; • Wildlife Mitigation Measures; and • Caribou Protection Measures.

TerraX has reviewed the “Caribou Protection Measures” and has consulted the information contained within while developing this Wildlife Mitigation Plan. This project is not located near any caribou calving grounds, however, this area supports a variety of wildlife. This document describes the efforts that the company will undergo to provide best management practices toward the protection and mitigations against disturbances to wildlife and sensitive areas.

TerraX Minerals Inc. –Yellowknife City Gold Project – Wildlife Management & Mitigation Plan 01 February 2014

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INTERNAL POLICIES Approaching and feeding wildlife is prohibited. There are absolutely no exceptions to this rule. If wildlife are present in the area, all employees and contractors are to avoid any contact with wildlife. These policies/regulations will be strictly enforced. Any employee or contractor who is found to be violating ay of these rules will find their employment terminated and removed from site immediately.

Harassment and disturbance of wildlife is prohibited. If any employees and contractors are approaching a work site and wildlife are in the area, this work site will be avoided until the animals have moved on a distance of 1km from the site. If den sites or nests are discovered during exploration activities, these locations will be recorded and avoided until they are no longer in use. The locations are to be provided to the GNWT. Nests and/or eggs are not to be moved or disturbed.

Hunting of wildlife is prohibited. While conducting business on behalf of TerraX, hunting is strictly forbidden. There will be no exceptions to this rule.

Low-level aircraft and helicopter flights will be kept to a minimum. Helicopter and fixed wing aircraft are not anticipated for any exploration work with the exception of possible airborne geophysical surveys.

Airborne Geophysical Surveys - Prior to conducting any low-level airborne geophysical surveys the GNWT, MVLWB and AANDC will be contacted and the following information will be provided: dates of surveys, location of surveys, how long the surveys will take to complete. If caribou and/or muskox are seen in the area, the geophysical survey will not be flown until the animals have moved a safe distance (at least 1 km) from the area to be surveyed.

Caribou Protection Measures are to be strictly followed. Special caribou protection measures are required for areas of Nunavut so as to avoid disturbance of migrating and calving herds. These are found in the AANDC “Caribou Protection Measures” which are included in Appendix II. These measures include timing restrictions and safe distances for activities.

Bear Safety Training will be provided. All employees and contractors will receive Bear Safety Training. Bear safety information and material will be kept in a binder on site. All human-bear interactions are to be reported immediately to the GNWT, Environment Canada, and HTO’s. The Government of the Northwest Territories published the “Safety in Grizzly and Black Bear Country” brochure. This document will be referred to in the safety orientation that all personnel, contractors and consultants receive when they arrive at site. A copy of the brochure is included as Appendix III.

Den sites will be avoided. All den sites are to be avoided. If a den site is discovered, the GPS coordinates will be recorded so that the site can be avoided. These coordinates will be provided to the appropriate regulatory authorities. No dens are to be disturbed. Any exploration activities will cease immediately.

TerraX Minerals Inc. –Yellowknife City Gold Project – Wildlife Management & Mitigation Plan 01 February 2014

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The following buffers are provided (by the Government of the Northwest Territories) for active dens between the den and all exploration activities:

Wolves 800m buffer between May 1st and September 15th Grizzly/Black Bear 1km buffer between September 30th and March 30th Wolverine 800m buffer between February 1st and July 15th Fox 150m buffer between May 1st and July 15th

Breeding Birds are not to be disturbed. No eggs or nests are to be disturbed by any activities. If any employee or contractor comes across any active nests, they are to cease all activities immediately to ensure that the nest is not disturbed. Coordinates are to be recorded on the wildlife sighting sheets and these coordinates are to be reported to Environment Canada. Moving or disturbing the nest of a migratory bird is in contravention of the Migratory Birds Convention Act.

The peregrine falcon has been identified as species of Special Concern by COSEWIC. If any nests are found, a buffer must be maintained. A 1.5 km buffer is recommended specifically for the peregrine falcon. Any nests discovered will be recorded and the GPS coordinates provided to the applicable regulatory authorities.

Aquatic Life will be protected. Working in and around water bodies must be done in such a way that prevents disturbance to aquatic life and habitat.

Waterlines must be properly placed and screened in accordance with the “Freshwater Intake End-of-Pipe Screen Guideline” (DFO). No wastes are to enter any water-bodies. This includes any discharge from any exploration camp. A copy of the “Freshwater Intake End-of-Pipe Screen Guideline” is included in Appendix IV.

All sumps and fuel caches must be located a minimum of 100 metres from the high water mark of any water body and such that there is no damage to shorelines or alteration to water quality and flow.

Sightings of wildlife will be recorded. Sightings of wildlife will be recorded by all employees and contractors on the wildlife sightings sheets provided by the company. This information will comprise part of the annual reports provided to various regulatory agencies.

Waste will be managed properly. Proper food storage and handling of cooking wastes will prevent problems with attracting wildlife. Bag lunches will be stored such that they will not accessible to wildlife and all waste will be removed from the property to the waste handling facilities at Kasba Lake Fishing Lodge on a daily basis. Nuisance wildlife will be reported immediately. Non-food waste will be removed on a regular basis with all work sites to be clean immediately upon the completion of work at each site.

Firearms will only be carried for safety reasons. Firearms may be carried for safety reasons, but only if such firearms are properly registered and stored in accordance with applicable legislation. All firearm discharges must be reported to the Project Manager and recorded.

TerraX Minerals Inc. –Yellowknife City Gold Project – Wildlife Management & Mitigation Plan 01 February 2014

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Table 1: Contact Phone Numbers

All incidents and/or bear interactions will be reported immediately.

Report bear sightings/incidents and large herd sightings to: Fort Smith, Wildlife Emergency Line 867-872-0400 Yellowknife, Wildlife Emergency Line 867-873-7181 Joe Campbell, Project Manager, TerraX Minerals Inc. 613-843-8109

PREDICTED IMPACTS TO WILDLIFE Exploration programs are generally small in nature and operated seasonally in the northern regions due to weather limitations. In developing mitigation measures toward the protection of wildlife, TerraX has identified three areas of potential impact to wildlife due to the presence of this project. These are:

• Attracting wildlife; • Habitat disturbance; and • Unintentional interactions and disturbances.

Attracting Wildlife Every effort will be made to ensure that wildlife are not attracted or encouraged to linger at the project. These efforts will include: • Strict rules regarding feeding wildlife – Any personnel, contractor or consultant found to be feeding wildlife will be terminated immediately. • Keeping lunches out of reach – Field crews and drill crews will store their lunches so that they are not accessible to wildlife. All food wastes, wrappers, drink containers are to be brought back to the Kasba Lake Fishing Lodge for disposal, recycling and/or cleaning. • Keeping work areas clean and tidy – Field crews and drill crews will keep the work areas free of litter and garbage. No food or beverage will be dumped out or left behind, this includes thermoses.

Habitat Disturbance Habitat disturbance at exploration programs is temporary and is the result from drilling and infrastructure. Progressive reclamation is to be practiced at site, meaning that before an area is left, every effort will be made to reclaim and restore the area.

Unintentional Interactions and Disturbances The potential exists for unintentional wildlife interactions and disturbances despite best efforts to avoid them. These interactions and disturbances will be documented and reported immediately to the GNWT.

TerraX Minerals Inc. –Yellowknife City Gold Project – Wildlife Management & Mitigation Plan 01 February 2014

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SPECIES-SPECIFIC MITIGATION MEASURES CARIBOU A one (1) km buffer will be used as a measure of a safe distance for working in areas where caribou are present. If caribou come within 1km of any work site, work activities will cease until the caribou have moved safely beyond (1km) of the area.

Helicopter flights will maintain a 300m altitude whenever possible. In areas where wildlife are observed the helicopter will maintain a minimum of 610m altitude. Absolutely no landings will be allowed in areas where caribou are present. Helicopter and aircraft pilots will be instructed that they are not to fly over the caribou calving grounds on their way to or from the project area.

Crossings – Between May 15 and September 1, no fuel cache will be established, and no blasting is to occur within 10km of a “designated caribou crossing”. As well, no drilling is to be conducted within 5km. Absolutely no activities will act as a block or in any way cause a diversion to migration of caribou.

Airborne Geophysical Surveys – Prior to conducting any low-level airborne geophysical surveys, the MVLWB, AANDC and GNWT will be contacted and the following information will be provided; dates of surveys, location of surveys, how long the surveys will take to complete. As well, the locally hired wildlife monitors will be required to conduct a survey of the area to ensure that there are no wildlife present and will monitor for wildlife during the survey. If caribou and/or muskox are seen in the area, the geophysical survey will not be flown until they have moved a safe distance (at least 1 km) from the area to be surveyed.

A copy of the “Caribou Protection Measures” can be found in Appendix II of this document.

BEARS AND OTHER CARNIVORES Known dens will be avoided. Any new dens discovered will be reported to the GNWT and avoided.

If bears are present in the area, work will cease until the bears have moved safely out of the area.

All human-bear interactions will be reported immediately.

A copy of the GNWT’s brochure “Safety in Grizzly and Black Bear Country” is included within Appendix III.

TerraX Minerals Inc. –Yellowknife City Gold Project – Wildlife Management & Mitigation Plan 01 February 2014

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APPENDIX I PROPERTY MAPS

TerraX Minerals Inc. –Yellowknife City Gold Project – Wildlife Management & Mitigation Plan 01 February 2014

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Figure 1 General Location Overview Map TerraX Minerals Inc Property Outlines

TerraX Minerals Inc. –Yellowknife City Gold Project – Wildlife Management & Mitigation Plan 01 February 2014

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Figure 2 TerraX Lease and Claim Holdings Location Map

TerraX Minerals Inc. –Yellowknife City Gold Project – Wildlife Management & Mitigation Plan 01 February 2014

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Figure 3 Proposed 2014 Phase I Diamond Drilling Location Map

TerraX Minerals Inc. –Yellowknife City Gold Project – Wildlife Management & Mitigation Plan 01 February 2014

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Figure 4 Anticipated Phase II Diamond Drilling Locations (2015-2018)

TerraX Minerals Inc. –Yellowknife City Gold Project – Wildlife Management & Mitigation Plan 01 February 2014

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APPENDIX II CARIBOU PROTECTION MEASURES (AADNC)

TerraX Minerals Inc. –Yellowknife City Gold Project – Wildlife Management & Mitigation Plan 01 February 2014 KEEWATIN REGIONAL LAND USE PLAN 99

overflights by aircraft at any altitude of less that 300 meters above ground level; and (all-terrain vehicles) outside the immediate vicinity of the camp. outside of the Caribou Protection Areas, the Permittee shall suspend operations within the area(s) occupied 15 by cows and/or calves between May and July 15. resume activities prior to July 15 within resume activities prior Caribou Protection those parts of the by the Land Use Areas released Inspector for the reason that caribou cows are not expected to use those parts for calving or post-calving (note 1). calves are present, the permittee shall suspend: (i) blasting; (ii) (iii) the use of snowmobiles and ATVs (d) or The Permittee may commence (b) In the event that caribou cows and In the event (b) 2. (a) In the event that caribou cows calve In the event that caribou (a) 2. APPENDIX H APPENDIX The Permittee shall not, without The Permittee any activity between approval, conduct May 15 and July 15 within the Caribou Protection Areas depicted on the map the certified by the Engineer as “Caribou Protection Map” and annexed to this Land Use Permit. operate within the Land Use Inspector, said Caribou Protection Areas beyond the May 15 deadline set out in 1(a), provided that, when monitoring information indicates that caribou of cows are approaching the area operation, the Permittee will implement 1(c). 1(a) or 1(b), the Permittee will remove from the zone all personnel who are not required for the maintenance and protection of the camp facilities and equipment, unless otherwise directed by the Land Use Inspector. NOTE NOTE 1. decision will be based on the existing caribou information. Land Use Inspector’s The 2. Concentrations of caribou should be avoided by low-level aircraft at all times. (b) A Permittee may, upon approval by the upon approval A Permittee may, (b) of activities pursuant to On cessation (c) Protection Measures Protection 1. (a) DIAND Caribou DIAND operation so as to block or cause substantial diversion to migration of caribou. to July 15 if the caribou and muskox cows have ceased to use the area for calving and post-calving. muskox within sight and sound of a camp, all personnel will remain quietly in camp. conduct the approved land use operations conduct the approved and July 15, provided between May 15 and muskox cows are that when caribou area of operation, the approaching the blasting, overflights Permittee shall cease 300 by aircraft at any altitude less than use of meters above ground level, and the (all-terrain snowmobiles and ATVs of vehicles) outside the immediate vicinity be the camp. Other activities shall also the suspended if caribou approach immediate vicinity of the specific work operation and the monitoring (described in another clause) indicates that there is stress on the animals. 39. The Permittee shall not locate any 37. prior The Permittee may resume activities 36. During the presence of caribou and KIA Sample Land Use Permit Land Use KIA Sample Muskox Protection Caribou and Conditions is given permission to The Permittee 35. APPENDIX H DIAND CARIBOU PROTECTION MEASURES PROTECTION CARIBOU H DIAND APPENDIX 15 and September 1, construct any camp, cache any fuel, or conduct any blasting within 10 kilometres of any on “Designated Crossing” as outlined the the map certified by the Engineer as “Caribou Protection Map” and annexed to this Land Use Permit. During migration of caribou, the migration of caribou, During not locate any Permittee shall to block or cause operation so as to migration. substantial diversion 15 and September 1, conduct any 15 and September 1, conduct 5 diamond drilling operation within kilometres of any “Designated Crossing” as outlined on the map the certified by the Engineer as “Caribou Protection Map” and annexed to this Land Use Permit. may interfere with migration, such as may interfere with surveys or airborne geophysics until the movement of equipment, have passed. migrating caribou (b) The Permittee shall not, between May (b) (b) The Permittee shall cease activities that The Permittee (b) 3. (a) The Permittee shall not, between May (a) 4.

KEEWATIN REGIONAL LAND USE PLAN 100 KEEWATIN REGIONAL LAND USE PLAN 101 operation within 5 km of any “Designated operation within 5 on the map annexed Crossing” as outlined to this Land Use Permit. From KIA Land Use Permit BHP 197C141 From KIA Land Use 41. any shall not conduct The Permittee may interfere with migration or calving, may interfere with geophysics surveys or such as airborne until the movement of equipment, have passed. migrating caribou APPENDIX H DIAND CARIBOU PROTECTION MEASURES PROTECTION CARIBOU H DIAND APPENDIX 40. The Permittee shall cease activities that cease activities The Permittee shall 40.

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APPENDIX III SAFETY IN GRIZZLY AND BLACK BEAR COUNTRY (GNWT)

TerraX Minerals Inc. –Yellowknife City Gold Project – Wildlife Management & Mitigation Plan 01 February 2014 •• If you have a firearm and contact appears If You Encounter a Bear... unavoidable, shoot to kill. •• Play dead only during a grizzly bear attack (lie on •• Remember the 3 S’s... Stop, Stand still, Stay calm. your side, curl into a ball with your legs tight to •• Ensure others know that a bear is in the vicinity. your chest, hands clasped behind your neck). •• Do not run. If you must shoot a bear in self-defense, report •• Leave the bear an open avenue of escape. the kill to a Renewable Resource Officer as soon as ...at a DISTANCE possible. If an Officer is not immediately available, •• Alert the bear to your presence - speak in low skin the bear and preserve the hide. The hide must tones, slowly wave your arms. be turned in to an Officer. You may not keep any •• Quietly walk back the way you came or make a part of a bear killed in self-defense. wide detour. •• Keep an eye on the bear. •• Stay downwind. For Further Information... •• Consider using warning shots, noisemakers. For further information, contact any Environment ...that is NEARBY and Natural Resources Office: •• Do not shout or make sudden movements. Area Code (867) •• Avoid direct eye contact. Aklavik...... 978-2248 •• Back away slowly. Deline...... 589-3421 •• Climb at least four metres up a tree to escape a Fort Good Hope...... 598-2271 grizzly. (Ineffective against black bears). Fort Liard...... 770-4311 Fort McPherson...... 952-2200 Deterrents... Fort Providence...... 669-3002 Fort Resolution...... 394-4596 Fort Simpson...... 695-7433 •• Include... 12 gauge cracker shells, air horns, flares, Fort Smith...... 872-6400 and chemical repellents such as pepper spray. Hay River...... 875-5554 •• Are not completely effective against every bear in Inuvik...... 678-6670 every situation. Lutsel K’e...... 370-3141 •• Should not make you less careful to avoid bear Norman Wells...... 587-3500 conflicts. Behchokò˛...... 392-6511 •• Are potentially dangerous - use with extreme Tsiigehtchic...... 953-3605 caution. Tulita...... 588-3441 Tuktoyaktuk...... 977-2350 Ulukhaktok...... 396-4505 If a Bear Charges... Yellowknife...... 873-7181

•• Many charge are bluffs - the bear will often veer to the side at the last minute. •• Use a chemical repellent only at close range. Black Bear May 2009 Welcome to Bear Country While You are Travelling...

Grizzly and black bears can be •• Always be alert. found throughout the Northwest •• Travel in groups. Territories. They are an important •• Travel only during daylight. part of the northern ecosystem. •• Avoid carrying strong smelling foods. Northerners are committed to maintaining •• Make noise where visibility is limited. healthy populations of all wildlife, including grizzly •• Avoid bear feeding areas such as flood plains, and black bears. Treat them with respect. Remember berry patches and areas rich in horsetails and that you are in a bear’s territory. other grasses. •• Avoid bear travel areas like shorelines, trails along the water or near berry patches. What’s the Difference Between...? •• Watch for fresh bear droppings and tracks. •• Carry bear deterrents. Grizzly Bears

If You are Camping... If You are Fishing... •• Avoid camping in areas frequented by bears. •• Always sleep inside a shelter (tent, cabin, etc.). •• Be cautious near streams or lakes - bears •• Don’t keep food in tents or areas of camp other frequent these areas. than the cook tent. •• Clean fish away from camp and store them •• Keep a clean camp - wash all dishes and utensils underwater. after every meal. •• Burn fish guts away from camp. •• Avoid cooking greasy foods. •• Store fish-cleaning knifes away from camp. •• Burn all garbage every day or take it to a •• Don’t wear clothes that smell like fish to bed. bearproof disposal site. Burying garbage does not eliminate odors. If You are Hunting... •• If you’re going to leave the campsite: - bearproof your camp – store food and other •• Avoid hunting late in the day and returning to attractants (dish detergent, toothpaste, etc.) in camp in the dark. an inaccessible place. •• Stay alert when dressing game or handling meat - let someone know where you are going. and only do so away from camp. - take a partner and bear deterrents with you. •• Avoid shooting more than your party can pack out in a single load. •• If you must leave meat in the field, leave it near a visible landmark with a clear approach route and cover it with a tarp to discourage scavengers. •• Don’t keep bloodied clothes in your tent.

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APPENDIX IV FRESHWATER INTAKE END-OF-PIPE SCREEN GUIDELINE (DFO)

TerraX Minerals Inc. –Yellowknife City Gold Project – Wildlife Management & Mitigation Plan 01 February 2014 Department of Fisheries and Oceans Freshwater Intake End-of-Pipe Fish Screen Guideline

Fisheries Pêches and Oceans et Océans Department of Fisheries and Oceans Freshwater Intake End-of-Pipe Fish Screen Guideline

Fisheries Pêches and Oceans et Océans Freshwater Intake End-of-Pipe Fish Screen Guideline

Published by:

Communications Directorate Department of Fisheries and Oceans Ottawa, Ontario K1A OE6

DFO / 5080 © Minister of Supply and Services Canada 1995

ISBN 0-662-23168-6

Catalogue No. Fs 23-270 / 1995E

Printed on recycled paper Freshwater Intake End-of-Pipe Fish Screen Guideline

Table of 1.0 Introduction 1 Contents 2.0 Guideline Objective 1 3.0 Information Requirements for Evaluation of Intake Screens 3 4.0 Design, Installation, and Maintenance of Freshwater intake End-of-Pipe Fish Screens 3

4.1 Fish Screen Criteria 4

4.2 Design of Fixed End-of-Pipe Fish Screens 6

4.3 Installation 8

4.4 Cleaning and Maintenance 15

References 17

Glossary 19

Appendix A: Information Requirements 21

Appendix B: Sample Calculation 23

Appendix C: Units of Conversion 25

Appendix D: DFO Regional Contacts 27

March 1995 Page i Freshwater Intake End-of-Pipe Fish Screen Guideline

List of Figure 1 - Open Screen Areas for End-of-Pipe Water Figures Intake Flows 9 Figure 2 - Common Screen Shapes and Area Formulae 10

Figure 3 - Typical Applications and Features of End-of-Pipe Screens 11

Figure 4 - Examples of Typical Screen and Material Types 12

Figure 5 - Examples of Typical Installations of End-of-Pipe Screens 13

Table 1 - Summary of Common Fish Species and List of Swimming Modes 5

Tables Table 2 - Open Screen Area Required for End-of-Pipe Water Intakes 7

Table 3 - Examples of Screen Material 7

March 1995 Page iii Freshwater Intake End-of-Pipe Fish Screen Guideline

The Department of Fisheries and Oceans (DFO) has prepared the Freshwater Intake End-of-Pipe Fish Screen Guideline to 1.0 assist proponents in the design and installation of fish screens |for the protection of anadromous and resident fish where freshwater is extracted from fish-bearing waters. This guideline Introduction will also assist regulatory agencies in the review of fish screen proposals.

A requirement for fish screening is stated under Section 30 of the Fisheries Act, where every water intake, ditch, channel, or canal in Canada constructed or adapted for conducting water from any Canadian fisheries waters must provide for a fish guard or a screen, covering, or netting over the entrance or intake so as to prevent the passage of fish into such water intake, ditch, channel or canal. Other sections of the Fisheries Act, or other Federal, Provincial, or Municipal Legislation and Policy may also apply to associated water extraction activities. Proponents are advised to contact the appropriate regulatory agencies regarding approvals or permits.

The objective of the guideline is to provide a National standard-of-practice and guidance for end-of-pipe fish screens at 2.0 freshwater intakes to prevent potential losses of fish due to entrainment or impingement. Entrainment occurs when a fish is drawn into a water intake and cannot escape. Impingement Guideline occurs when an entrapped fish is held in contact with the intake screen and is unable to free itself. The severity of the impact on Objective the fisheries resource and habitat depends on the abundance, distribution, size, swimming ability, and behaviour of the organisms in the vicinity of the intake, as well as, water velocity, flow and depth, intake design, screen mesh size, installation and construction procedures and other physical factors.

The Freshwater Intake End-of-Pipe Fish Screen Guideline deals exclusively with the sizing and design of fixed screens that are often placed at the end of a pipe used to extract water up to

0.125 m3/s, or 125 litres per second (L/s) (i.e., 2000 US gallons per minute (US gpm)). The guideline is intended for use in addressing fish screens for small permanent and temporary withdrawals for irrigation, construction, small municipal and

March 1995 Page 1 Freshwater Intake End-of-Pipe Fish Screen Guideline private water supplies, etc. It is not intended for application to hydroelectric or canal screen designs; however, such proposals can be considered by regulatory agencies on a site-specific basis. The guideline focuses on the technical aspects of intake screens and the protection of fish rather than on policy, legislation, or environmental assessment processes and their application. This guideline has been developed to provide protection of freshwater fish with a minimum fork length of 25 mm (approximately 1 inch) since most eggs and fish larvae remain in bottom substrates until they reach the fry stage (i.e., 25 mm fork length). Other designs, in addition to intake screens, may be appropiate to address fish and fish habitat protection associated with water withdrawals. Such proposed designs should be addressed with the appropriate regulatory agencies on a site-specific basis.

Page 2 March 1995 Freshwater Intake End-of-Pipe Fish Screen Guideline

Information that should be provided to facilitate evaluation of an end-of-pipe intake screen design intended for fish protection 3.0 during a freshwater withdrawal is highlighted below. Types of information requirements that may also be applicable to the water intake project as a whole are identified in Appendix A. Information • fish presence, species, and possible fish size or fish habitat Requirements conditions at the project site for Evaluation • rate or ranges of rates of withdrawal from the watercourse of Intake screen open and effective areas Screens • • physical screen open parameters with respect to the intake and the watercourse

• screen material, method of installation and supporting structures

• screen maintenance, cleaning, or other special requirements

The appropriate design of a fish screen is largely dependent upon the species and the size of fish requiring protection. 4.0 Appropriate installation and maintenance/cleaning of the screen are also important in keeping approach velocities low and ensuring satisfactory operation of the screen. For the purposes Design, of this guideline, emphasis is placed on the protection of freshwater fish with a minimum fork length of 25 mm from Installation, entrainment and impingement due to water extraction activities. & Maintenance Depending upon site-specific circumstances, a case may be made whereby the minimum fork length size of fish to be of Freshwater protected is greater than 25 mm. In this instance, the fish screen criteria for open screen area (Table 2 and Figure 1) and Intake End-of- screen mesh size (2.54 mm) presented here do not apply. Fish Pipe Fish screen criteria and guidance for the protection of fish larger than Sereens 25 mm is provided by Katopodis (1992). The following sections address the appropriate design of fixed freshwater intake end-of-pipe fish screens for the protection of fish with a minimum fork length of 25 mm. Guidance on

March 1995 Page 3 Freshwater Intake End-of-Pipe Fish Screen Guideline installation, cleaning, and maintenance is provided. Common types of intake screens and associated intakes are also presented. Appendix B presents a sample calculation utilizing the guideline to determine the appropriate end-of-pipe intake screen size for the protection of freshwater fish.

4. 1 Fish Screen Criteria

To protect fish from impingement or entrainment, the approach velocity (i.e., the water velocity into, or perpendicular to, the face of an intake screen) should not exceed certain values based on the swimming mode (i.e., subcarangiform or anguilliform) of the fish present in the watercourse. The subcarangiform group includes fish that swim like a trout or salmon, and move through the water by undulating the posterior third to half of their bodies. The anguilliform group includes fish that swim like an eel, and move through the water by undulating most or all of their body. Table 1 presents the swimming modes of most common fish species in Canada. Contact DFO or provincial fisheries agencies regarding fish species that are not included in Table 1.

Envelope curves for approach velocities were developed for each swimming mode corresponding to a minimum fork length of 25 mm and a maximum endurance time of 10 minutes (the time the fish is in front of the face of the screen before it can elude it). To satisfy approach velocities of approximately 0.11 m/s and 0.038 m/s for the subcarangiform and anguilliform groups respectively, curves indicating the required open screen areas, based on fish swimming performance data, including fish species and size (Katopodis, 1990) and related to flows/extractions, were developed. Table 2 presents the required open screen area, in both metric and non-metric units, for end-of-pipe intake screens with a capacity up to 125 L/s (2000 US gpm). The open screen area is the area of all open spaces on the screen available for the free flow of water. The same information is presented graphically in Figure 1.

Page 4 March 1995 Freshwater Intake End-of-Pipe Fish Screen Guideline

SUBCARANGIFORM SWIMMING MODE Table 1 Common Name Scientific Name Summary of Alewife (Gaspereau) Alosa pseudoharengus Common Fish Arctic Char Salvelinus alpinus Species and Arctic Grayling Thymallus arcticus Atlantic Salmon Salmo salar Swimming Modes Broad Whitefish Coregonus nasus Brook Trout Salvelinus fontinalis Brown Trout Salmo trutta Carp Cyprinus carpio Channel Catfish lctalurus punctatus Chinook Salmon Oncorhynchus tshawytscha Chum Salmon Oncorhynchus keta Cisco Coregonus artedii Coho Salmon Oncorhynchus kisutch Cutthroat Trout Oncorhynchus clarki clarki Dolly Varden Salvelinus malma Goldeye Hiodon alosoides Green Sturgeon Acipenser medirostris Inconnu Stenodus leucichthys Kokanee Oncorhynchus nerka Lake Sturgeon Acipenser fulvescens Lake Trout Salvelinus namaycush Lake Whitefish Coregonus clupeaformis Largemouth Bass Micropterus salmoides Longnose Sucker Catostomus catostomus Mooneye Hiodon tergisus Mountain Whitefish Prosopium williamsoni Ouananiche Salmo salar ouananiche Pink Salmon Oncorhynchus gorbuscha Rainbow Smelt Osmerus mordax Rainbow Trout Oncorhynchus mykiss Sauger Stizostedion canadense Smallmouth Bass Micropterus dolomieui Sockeye Salmon Oncorhynchus nerka Walleye Stizostedio vitreum White Bass Morone chrysops White Perch Morone americana White Sturgeon Acipenser transmontanus White Sucker Catostomus commersoni Yellow Perch Perca flavescens

ANGUILLIFORM SWIMMING MODE

Note: The few data points Common Name Scientific Name available for Northern Pike (Esox lucius) are close to the American Eel Anguilla rostrata anguilliform group. Burbot Lota lota Sea Lamprey Petromyzon marinus

March 1995 Page 5 Freshwater Intake End-of-Pipe Fish Screen Guideline

4.2 Design of Fixed End-of-Pipe Fish Screens

Once the required open area has been found from Table 2 or Figure 1, the effective screen area must be calculated. It is the area occupied by the open spaces (i.e., open screen area) and the screen material available for the free flow of water. The effective screen area should be provided at the intake location and is determined as follows:

Effective Screen Open Screen Area (Table 2) = Area (m2 or ft2) ( % Open Area (Table 3) ) 100

It should be noted that if the percent (%) open screen area is maximized, then the effective screen area required for a given flow is minimized. The narrowest dimension of any opening on the screen is referred to as the design opening, regardless of opening shape. The maximum design opening for a fish of 25 mm fork length is estimated at 2.54 mm (0.10 inches). Guidance on screen openings and materials is presented below.

• The screen openings may be round, square, rectangular, or any combination thereof, but should not have any protrusions that could injure fish.

• Screen materials may include brass, bronze, aluminum, monel metal, galvanized or stainless steel, and plastics. The screen material should be resistant to corrosion and UV light.

• Note: clogging due to corrosion is minimized with the use of stainless steel.

• Welded wedge wire screens offer reduced debris clogging and increased open area and screen stiffness, in comparison to round wire mesh and punch plate.

Table 3 presents several common types of screening material that meet the requirements of wire diameter, clear opening width and percent open area,

The dimensions of the fish screen can be calculated after the correct shape, configuration, location, and method of installation have been determined. This will usually be determined after a site investigation and a review of these guidelines. Included in Figure 2 are common screen shapes and the associated

Page 6 March 1995 Freshwater Intake End-of-Pipe Fish Screen Guideline

Metric Units Non-Metric Units

Table 2 Flow Subcarangiform Anguilliform Flow Subcarangiform Anguilliform Open Screen Area (L/s) (m2) (m2) (US gpm) (ft2) (ft2) Required for End- 1 0.01 0.03 10 0.1 0.2 5 0.05 0.13 50 0.3 0.9 of-Pipe Water 6 0.06 0.16 100 0.6 1.8 8 0.07 0.21 150 0.9 2.7 Intakes 10 0.09 0.26 200 1.3 3.6 12 0.11 0.31 250 1.6 4.5 14 0.13 0.37 300 1.9 5.4 15 0.14 0.39 350 2.2 6.2 16 0.15 0.42 400 2.5 7.1 18 0.17 0.47 450 2.8 8.0 20 0.18 0.52 500 3.2 8.9 22 0.20 0.58 550 3.5 9.8 24 0.22 0.63 600 3.8 10.7 25 0.23 0.65 650 4.1 11.6 26 0.24 0.68 700 4.4 12.5 28 0.26 0.73 750 4.7 13.4 30 0.28 0.79 800 5.0 14.3 32 0.30 0.84 850 5.4 15.2 34 0.31 0.89 900 5.7 16.0 35 0.32 0.92 950 6.0 16.9 36 0.33 0.94 1000 6.3 17.8 38 0.35 0.99 1050 6.6 18.7 40 0.37 1.05 1100 6.9 19.6 45 0.42 1.18 1150 7.2 20.5 50 0.46 1.31 1200 7.6 21.4 55 0.51 1.44 1250 7.9 22.3 60 0.55 1.57 1300 8.2 23.2 65 0.60 1.70 1350 8.5 24.1 70 0.65 1.83 1400 8.8 25.0 75 0.69 1.96 1450 9.1 25.8 80 0.74 2.09 1500 9.4 26.7 85 0.78 2.23 1550 9.8 27.6 90 0.83 2.36 1600 10.1 28.5 95 0.88 2.49 1650 10.4 29.4 100 0.92 2.62 1700 10.7 30.3 110 1.02 2.88 1750 11.0 31.2 120 1.11 3.14 1800 11.3 32.1 125 1.16 3.30 1850 11.6 33.0 1900 12.0 33.9 1950 12.3 34.8 2000 12.6 35.7

Material Wire Thickness Opening Width % Open Table 3 Area

Examples of Sereen 8x 8 Stainless Steel Alloy Mesh 0.711 mm (0.028”) 2.44 mm (0.096”) 60 Material #7 Mesh Wire Cloth 1.025mm (0.041”) 2.54 mm (0.100”) 51 #8 Mesh Wire Cloth 0.875 mm (0.035”) 2.25 mm (0.089”) 52 #8 Mesh Wire Cloth 0.700mm (0.028”) 2.54 mm (0.100”) 62 #60 Wedge Wire Screen 1.50mm (0.059”) 2.54 mm (0.100”) 63 #45Wedge Wire Screen 1.10mm (0.080”) 2.54 mm (0.100”) 69

March 1995 Page 7 Freshwater Intake End-of-Pipe Fish Screen Guideline dimensions and area formulae. These are just examples of the many shapes and sizes in which fish screens can be fabricated. Screens are instream structures and, as such, should have sufficient strength and durability, and be capable of withstanding any potential large forces and impacts. Figure 3, 4, and 5 illustrate some of the various configurations, applications, and screen material types of end-of-pipe fish screens.

4.3 Installation

• Screens should be located in areas and depths of water with low concentrations of fish throughout the year.

• Screens should be located away from natural or man-made structures that may attract fish that are migrating, spawning, or in rearing habitat.

• The screen face should be oriented in the same direction as the flow.

• Ensure openings in the guides and seals are less than the opening criteria to make “fish tight”.

• Screens should be located a minimum of 300 mm (12 in.) above the bottom of the watercourse to prevent entrainment of sediment and aquatic organisms associated with the bottom area.

• Structural support should be provided to the screen panels to prevent sagging and collapse of the screen.

• Large cylindrical and box-type screens should have a manifold installed in them to ensure even water velocity distribution across the screen surface. The ends of the structure should be made out of solid materials and the end of the manifold capped.

• Heavier cages or trash racks can be fabricated out of bar or grating to protect the finer fish screen, especially where there is debris loading (woody material, leaves, algae mats, etc.). A 150 mm (6 in.) spacing between bars is typical.

Page 8 March 1995 Freshwater Intake End-of-Pipe Fish Screen Guideline

Figure 1 Open Screen Area for End-of-Pipe Water Intake Flow

March 1995 Page 9 Freshwater Intake End-of-Pipe Fish Screen Guideline

Figure 2 Common Screen Shapes and Area Formulae

Page 10 March 1995 Freshwater Intake End-of-Pipe Fish Screen Guideline

Figure 3 Typical Applications and Features of End-of-Pipe Screens

March 1995 Page 11 Freshwater Intake End-of-Pipe Fish Screen Guideline

Figure 4 Examples of Typical Screen and Material Types

Page 12 March 1995 Freshwater Intake End-of-Pipe Fish Screen Guideline

Figure 5 Examples of Typical Installations of End- of-Pipe Screen

March 1995 Page 13 Freshwater Intake End-of-Pipe Fish Screen Guideline

Page 14 March 1995 Freshwater Intake End-of-Pipe Fish Screen Guideline

4.4 Cleaning and Maintenance

• Provision should be made for the removal, inspection, and cleaning of screens.

• Ensure regular maintenance and repair of cleaning apparatus, seals, and screens is carried out to prevent debris-fouling and impingement of fish.

• Pumps should be shut down when fish screens are removed for inspection and cleaning.

• Screens may be cleaned by methods such as air or water, backwashing, removal and pressure washing or scrubbing.

• Under certain site-specific winter conditions, it may be appropriate to remove screens to prevent screen damage.

• Flexible suction pipe may be used instead of solid, fixed piping for ease of screen removal and cleaning.

• Pump suction pressure can be measured to assess the need for screen cleaning.

To facilitate intake screen cleaning/maintenance, design and installation features such as orientation of the screen (e.g., in a cove) or variation in mesh shape (i.e., square wire/bars versus round wire/bars), etc. may be considered for regularly cleaned screens. For screens that will not be cleaned regularly, provision of considerably more open screen area (e.g., four times more) than determined from Table 2/Figure 1 may be considered. Such design/installation features should be addressed with the appropriate regulatory agencies on a site-specific basis.

Appendix C presents a list of units of conversion.

For more information on the appropriate design of freshwater intake end-of-pipe fish screens, contact the nearest DFO office. In addition, a list of DFO Regional contacts is presented in Appendix D. Other appropriate regulatory agencies should also be contacted.

March 1995 Page 15 Freshwater Intake End-of-Pipe Fish Screen Guideline

Fish Screening Directive. 1990. Department of Fisheries and References Oceans, Ottawa, Ontario, Katopodis, C. 1990. Advancing the art of engineering fishways for upstream migrants. Proceedings of International Symposium on Fishways ‘90, Oct. 8-10, 1990, Gifu, Japan, p. 19-28.

Katopodis, C. 1992. Fish screening guide for water intakes. Working Document, Freshwater Institute, Winnipeg, Manitoba.

Katopodis, C, 1994. Analysis of ichthyomechanical data for fish passage or exclusion system design. Proc. International Fish Physiology Symposium, July 16-21, 1994, Vancouver, B.C. American Fisheries Society and Fish Physiology Association.

Katopodis, C. and R. Gervais, 1991. Icthyomechanics, Working Document, Department of Fisheries and Oceans, Freshwater Institute, Winnipeg, Manitoba.

March 1995 Page 17 Freshwater Intake End-of-Pipe Fish Screen Guideline

Anadromous: Fish species that migrate from the Glossary sea to freshwater systems in order to spawn.

Anguilliform: The type of swimming mode for fish that swim like an eel, and move through the water by undulating most or all of their body.

Effective Screen Area: The area occupied by the open spaces (i.e., open screen area) and screen material available for the free flow of water.

Entrainment: Occurs when a fish is drawn into a water intake and cannot escape.

Fork Length: The straight line distance measured from the tip of the nose to the fork of the tail of a fish.

Impingement: Occurs when an entrapped fish is held in contact with the intake screen and is unable to free itself.

Open Screen Area: The area of all open spaces on the screen available for the free flow of water.

Subcarangiform: The type of swimming mode for fish that swim like trout or salmon, and move through the water by undulating the posterior third to half of their body.

March 1995 Page 19 Freshwater Intake End-of-Pipe Fish Screen Guideline

Appendix A Information Requirements

Appendix A Types of information requirements that may be applicable to a Information freshwater intake proposal are highlighted below. While this Requirements listing is not intended to be all inclusive, it indicates information that may be necessary to enable regulatory agencies to review a water intake and fish screen proposal. The information highlighted below considers Section 30 and other sections of the Fisheries Act .These information requirements may also address other Federal, Provincial, and Municipal legislation and policies.

General and Site Information

• gazette or common name of the watercourse

• location of the watercourse

• type of watercourse (e.g., pond or stream)

• type of water intake

• other activities associated with the development or construction of the intake/screen structure

Biophysical Information

• fish presence, species, and possible fish size or fish habitat conditions at the protect site

• physical description of the watercourse at the intake site, including channel width and depth, direction and velocity of water currents, variations in wafer levels, sediment transport processes, lateral or channel grade movement, debris loading, etc.

• location and position of the intake within the watercourse, including dimensions, alignment, depth in the water column, wetted area, etc.

• description of the site features and characteristics, including site access

Water Use Information

• purpose of water withdrawal

March 1995 Page 21 Freshwater Intake End-of-Pipe Fish Screen Guideline

• average rate, or ranges of rates, of withdrawal from the watercourse

• duration and lime of withdrawal

• estimates of ranges of flow (i.e., daily, weekly, monthly) in the watercourse during times of withdrawal with dates and times of year (with particular consideration to periods of low flow)

• expected effects of withdrawal on existing watercourse (e.g., drawdown, downstream dewatering, etc)

• description of structures or activities associated with the development of the intake

• whether the application is for a new intake, or re-development or upgrading of an existing structure

Other Information

• site plans/sketches indicating intake site and location (detailed on 1:50,000 topographic map)

• photographs/video of the site are often useful Fish Screen Information

• screen open and effective areas

• physical screen parameters with respect to the intake and the watercourse

• screen material, method of installation and supporting structures

• screen maintenance, cleaning or other special requirements

Page 22 March 1995 Freshwater Intake End-of-Pipe Fish Screen Guideline

A proponent wishes to withdraw water at a rate of 0.075 m3/s Appendix B from a nearby pond. The pond supports populations of brown trout, brook trout, and American eel. The intake is proposed to Sample be cylindrical with the ends solid and #60 wedge wire screen Calculation around the cylinder.

What size must the intake screen be to satisfy the guideline requirements?

There are 4 steps to finding the answer:

1. Determine the fish swimming mode.

2. Determine the open screen area.

3. Determine the effective screen area.

4. Determine the dimensions necessary to produce the effective screen area.

1. Fish Swimming Mode

The fish swimming mode is found from Table 1. Brook trout and brown trout are listed as subcarangiform swimmers, while the American eel is an anguilliform swimmer.

2. Open Screen Area

Table 2 lists the required open screen area for both subcarangiform and anguilliform swimmers under flows up to 125 L/s (2000 US gpm). To use the table, if is necessary first to convert the flow from cubic metres per second to litres per second.

m3 0.075 x 1000 L = 75 L s 1 m3 s

For a flow of 75 L/s, Table 2 indicates that the open screen area must be:

• 0.69 m2 for subcarangiform swimmers, and

• 1.96 m2 for anguilliform swimmers.

The higher number (1.96 m2) is the more stringent requirement, therefore, it is used in the calculation of effective screen area,

March 1995 Page 23 Freshwater Intake End-of-Pipe Fish Screen Guideline

3. Effective Screen Area

The screen material in this case is # 60 Wedge Wire. A review of Table 3 indicates that the % Open Area for this material is 63%, With this value and the previously determined area from Step 2, the following formula is used to determine the Effective Screen Area.

Effective Screen Area = Open Screen Area % Open Area ( 100 ) 2 = 1.96 m 63 ( 100 ) = 3.111 m2

4. Dimensions of Intake Screen

Figure 2 lists several common screen shapes and their respective area formulae. For a cylindrical screen where the ends are solid and screening is around the cylinder, the following formula applies:

Area = πDL The unknown dimensions are diameter (D) and length (L). These dimensions are determined by choosing a value for one and solving the equation for the other.

If the diameter is 0.600 m, then the length follows as:

Area = πDL

3.111 m2 = (0.600 m)L

3.111 m2 = (1.885 m)L

L = 3.111 m2 1.885 m L = 1.65 m

A 0.600 m diameter, 1.65 m long cylindrical screen would meet the design requirements. It should be noted that the dimensions given are representative of the screening area only; they do not include any screen that may be blocked by framing, etc. By comparison, if the pond only supported trout (subcarangiform), a 0.600 m diameter, 0.58 m long cylindrical screen would meet the design requirements.

Page 24 March 1995 Freshwater Intake End-of-Pipe Fish Screen Guideline

Appendix C To Convert Into Multiply By Units of cubic feet per second cubic metres per second 0.0283 Conversion cubic feet per second litres per second 28.3 cubic feet per second US gallons per minute 448.9 cubic metres per second cubic feet per second 35.3 cubic metres per second US gallons per minute 15850 litres per second cubic feet per second 0.0353 litres per second cubic feet per minute 2.12 litres per second cubic metres per second 0.001 litres per second US gallons per minute 15.85 square metre square foot 10.76 square metre square inch 1550 square foot square metre 0.0929 US gallons per minute litres per second 0.0631 US gallons per minute cubic feet per second 0.00223 US gallons per minute Imperial gallons per 0.833 minute

Imperial gallons per litres per second 0.0758 minute

March 1995 Page 25 Freshwater Intake End-of-Pipe Fish Screen Guideline

Appendix D NEWFOUNDLAND Habitat Management Division REGION P.O. Box 5667 DFO Regional St. John’s NF A1C 5X1 Contacts Tel: 709-772-6157 Fax: 709-772-5562

GULF REGION Habitat Management Division P.O. Box 5030 Moncton NB E1C 9B6 Tel: 506-851-6252 Fax: 506-851-6579

SCOTIA-FUNDY Habitat Management Division REGION P.O. Box 550 Halifax NS B3J 2S7 Tel: 902-426-6027 Fax: 902-426-1489

QUEBEC REGION Fish Habitat Management P.O. Box 15550 Quebec QC G1K 7Y7 Tel: 418-648-4092 Fax: 418-648-7777

CENTRAL & ARCTIC Habitat Management REGION 501 University Crescent Winnipeg MB R3T 2N6 Tel: 204-983-5181 Fax: 204-984-2404

PACIFIC REGION Habitat Management 555 W. Hastings St. Vancouver BC V6B 5G3 Tel: 604-666-6566 Fax: 604-666-7907

Local DFO offices should be contacted. Other appropriate regulatory agencies should also be contacted.

March 1995 Page 27 YELLOWKNIFE CITY GOLD PROJECT

SPILL CONTINGENCY PLAN

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Effective February 1, 2014

______

TerraX Minerals Inc.

YELLOWKNIFE CITY GOLD PROJECT, NT

SPILL CONTINGENCY PLAN

NTS 085J/09

Latitudes 62O 32’ 13”N and 62O 40’ 37”N Longitudes 114O 17’ 03”W and 114O 23’ 08”W

Effective: 01 February 2014

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TABLE OF CONTENTS

1.0 INTRODUCTION 1 1.1 CORPORATE DETAILS 1 1.2 EFFECTIVE DATE 1 1.3 PURPOSE AND SCOPE 1 1.4 TERRAX MINERALS INC. ENVIRONMENTAL POLICY 1

2.0 PROJECT AND SITE DESCRIPTION 2 2.1 PROJECT DESCRIPTION 2 2.2 SITE DESCRIPTION 2 2.3 LIST OF HAZARDOUS MATERIALS ON-SITE 2 2.4 PETROLEUM STORAGE AND TRANSPORT 3 2.5 CHEMICAL STORAGE AND TRANSPORT 3 2.6 EQUIPMENT 4 2.7 EXISTING PREVENTATIVE MEASURES 4 2.8 COPIES OF SPILL CONTINGENCY PLAN 4

3.0 RESPONSE ORGANIZATION 5 3.1 SPILL RESPONSE TEAM 6

4.0 REPORTING PROCEDURE 7

5.0 ACTION PLANS 8 5.1 INITIAL ACTION 8 SPILL RESPONSE ACTIONS 5.2 DIESEL FUEL, HYDRAULIC OIL, AND LUBRICATING OIL 9 5.3 GASOLINE 10 5.4 ANTIFREEZE 11 5.5 PROPANE 12

6.0 PROCEDURES FOR TRANSFERRING, STORING, AND 13 MANAGING SPILL-RELATED WASTES

7.0 PROCEDURES FOR RESTORING AFFECTED AREAS 13

8.0 TRAINING 13

TABLES Table 1 List of hazardous materials stored on-site, type of storage 3 container, the normal and maximum storage quantities, and storage locations where known

Table 2 Emergency Contacts 7

APPENDICES APPENDIX 1 NT-NU Spill Report Form and Instruction Guidelines APPENDIX 2 Immediately Reportable Spill Quantities APPENDIX 3 Northbelt Property Maps APPENDIX 4 MSDS Sheets

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1.0 INTRODUCTION TerraX Minerals Inc. (“TerraX”) has prepared this spill contingency plan for drilling and exploration activities to be undertaken at the Northbelt Property, NT. The plan demonstrates that TerraX has appropriate response capabilities and measures in place to effectively address potential spills at its Northbelt Property site.

1.1 CORPORATE DETAILS TerraX Minerals Inc. 10 Green Street Suite 312 Ottawa, ON K2J 3Z6 Canada Phone: (613) 843-8109 Fax: (613) 843-8110

Attention: Joseph Campbell

1.2 EFFECTIVE DATE The effective date of the Northbelt Property, NT Spill Contingency Plan is 01 February 2014.

1.3 PURPOSE AND SCOPE The purpose of this Spill Contingency Plan is to provide a plan of action for all spills of hazardous materials that may occur on the Northbelt Property, NT. This plan identifies key response personnel and their roles and responsibilities in the event of a spill, as well as the equipment and other resources available to respond to a spill. It details spill response procedures that will minimize potential health and safety hazards, environmental damage, and clean-up efforts. The plan has been prepared to ensure quick access to all information required in responding to a spill.

1.4 TERRAX MINERALS INC. ENVIRONMENTAL POLICY It is the policy of TerraX Minerals Inc. to comply with all existing laws and regulations to help ensure the protection of the environment. TerraX cooperates with other groups committed to protecting the environment and ensures that employees, government, and the public are informed on the procedures followed to help protect the environment.

The plan is presented to all staff during their on-site orientation sessions. All employees and contractors are aware of the locations of the plan on site at the Northbelt Property.

During the orientation meeting, training sessions are scheduled to ensure employees have an understanding of the steps to be undertaken in the event of a spill. All employees and contractors are shown where spill kits are stored, are aware of their contents and are trained in using spill equipment and responding to spills. The company is committed to keeping personnel up to date on the latest technologies and spill response methods.

TerraX Minerals Inc. – Yellowknife City Gold Project – Spill Contingency Plan 1

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2.0 PROJECT AND SITE DESCRIPTION 2.1 PROJECT DESCRIPTION The Northbelt Property is an early-stage exploration property with the potential for hosting nickel, base metals and/or gold deposits. Exploration work on the property may consist of geological mapping, prospecting, sampling, ground geophysics and diamond drilling and work programs may be carried out year round.

2.2 SITE DESCRIPTION The Northbelt Property is located in the south central Northwest Territories, approximately 10 kilometres north of Yellowknife.

Access to the property is via existing roads, trails, ice roads, or boat on a year-round basis.

The Northbelt Property is comprised of 121 mineral leases with an area of 8,802.55 acres. A camp will not be constructed on the property and all employees and contractors will be housed in Yellowknife.

Maps illustrating the regional context of the property and the constituent mineral leases are located in Appendix 3. The property is roughly situated between latitudes 62O 32’ 13”N and 62O 40’ 37”N and longitudes 114O 17’ 03”W and 114O 23’ 08”W, within NTS map sheet 085J/09.

2.3 LIST OF HAZARDOUS MATERIALS ON-SITE Fuel storage areas on site will be located adjacent to active drill sites. Once any fuel caches are established on the Northbelt Property, notification of location and fuel drum numbers and type will be provided to Aboriginal Affairs and Northern Development Canada and the Mackenzie Valley Land & Water Board.

Petroleum products and hazardous materials that will be considered in this Spill Contingency Plan include: • diesel fuel • hydraulic oil • lubricating oil • gasoline • antifreeze • propane

The drilling company will employ various drilling muds and grease during the drilling operations. This information will be included in Appendix 4 - MSDS Sheets.

Table 1 presents a list of hazardous materials anticipated to be located on-site, the type of storage container, the average and maximum quantities stored, and the general location.

TerraX Minerals Inc. – Yellowknife City Gold Project – Spill Contingency Plan 2

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Table 1: List of hazardous materials stored on-site, type of storage container, the storage quantities, and storage locations where known Material Storage Container Maximum on-site Storage Location and Uses Diesel fuel Tanks, transfer 400 litres To be located at active caddy, jerry can drilling sites Gasoline 20 litre jerry can 20 litres To be located at active (1 jerry can) drilling sites Propane 45 kg cylinders 45 kg To be located at active (1 cylinder) drilling sites Engine oil 1 litre container 48 litres To be located at active (several cases, each drilling sites with 12 X 1 litre containers)

2.4 PETROLEUM STORAGE AND TRANSPORT All fuel will be stored no closer than the regulated distance from the normal high water mark of any water body (> 100 metres). All fuel will be stored in engineered tanks, jerry cans and transfer caddies.

Other petroleum-based materials found on-site in very small quantities will be located in and around the drilling shack. These include lubricants/oil/grease for the maintenance of the drilling equipment. For land-based targets the drill shack will be located over 100 metres from the normal high water mark of any water body with the exception of any special exemptions that may be granted by Mackenzie Valley Land & Water Board.

All fuel and oil are transported to the Northbelt Property by vehicles that will be appropriately licensed and placarded.

2.5 CHEMICAL STORAGE AND TRANSPORT Any required chemicals are transported to site by vehicles that will be appropriately licensed and placarded. Minimal quantities of drill additives will be kept at each drill site only during active work periods. The remainder will be stored at facilities in Yellowknife.

TerraX Minerals Inc. – Yellowknife City Gold Project – Spill Contingency Plan 3

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2.6 EQUIPMENT Equipment available on site to assist in responding to a hazardous materials spill includes various hand held tools including shovels. In addition to these, one spill kit will be situated at each active drill site.

Spill kits are located wherever fuel is stored or used. Portable drip trays and appropriately sized fuel transfer hoses with pumps are used when refueling aircraft or other equipment, to avoid any leaks/drips onto the land. The typical spill kit has a sorbent capacity of 240 litres and the contents include:

1 – 360 litre/79 gallon polyethylene over pack drum 4 – oil sorbent booms (5” X 10’) 100 – oil sorbent sheets (16.5” X 20” X 3/8”) 1 – drain cover (36” X 36” X 1/16”) 1 – Caution tape (3” X 500’) 1 – 1 lb plugging compound 2 – pair Nitrile gloves 2 – pair Safety goggles 2 – pair Tyvek coveralls 1 – instruction booklet 10 – printed disposable bags (24” X 48”) 1 – empty fuel drum

2.7 EXISTING PREVENTATIVE MEASURES Planning for an emergency situation is imperative, due to the nature of the materials stored on site as well as the remoteness of the site. Along with the preventative measures outlined below, adequate training of staff and contractors is paramount.

All hazardous materials are brought to the property on an as needed basis throughout periods of active exploration. They are unloaded by TerraX staff and contractors and carefully placed in the fuel storage and hazardous materials storage areas.

The designated fuel monitor conducts daily visual inspections to check for leaks or damage to the fuel storage containers, as well as for stained or discoloured soils around the fuel storage/transfer areas and adjacent equipment. For example, lids/caps and transfer hoses and nozzles are checked for tight seals. A checklist is used to ensure no areas are missed.

A metal pan is installed under the drill engine to prevent leaks through the floor of the drill onto land, snow or ice surfaces from any possible fluid drips. Minimal amounts of fuel are kept at active drilling sites and drip pans and instaberms are utilized at the drill, pumps, or water heaters to ensure there is no contamination of snow or ice surfaces.

2.8 COPIES OF SPILL CONTINGENCY PLAN Several copies of the plan are kept on-site at all times at all fuel storage areas and in the temporary drill core shacks. A copy is also held at the company’s parent office in Ottawa, and with the Mackenzie Valley Land & Water Board.

TerraX Minerals Inc. – Yellowknife City Gold Project – Spill Contingency Plan 4

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3.0 RESPONSE ORGANIZATION The following is a flow chart to illustrate the sequence of events in the event of a hazardous material spill occurring at the Northbelt Property.

Spill or Release identified by staff or contractors

Assess personal safety and safety of others

Identify product

Report Spill to On-Scene Coordinator/Project Manager; Notify Spill Response Team

Stop the spill if safely possible

Ensure spill does not enter water bodies

Notify NT-NU 24-Hour Spill Report Line at 867-920-8130

Notify Company and Regulatory Agencies

Recover as much hazardous material as possible

Record Incident Using NT-NU Spill Report Form

TerraX Minerals Inc. – Yellowknife City Gold Project – Spill Contingency Plan 5

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3.1 SPILL RESPONSE TEAM Joe Campbell will be the On-Scene Coordinator for the Northbelt Property and will appoint and train appropriate personnel to make up the TerraX Spill Response Team for the Northbelt Property. The key personnel that make up the TerraX Spill Response Team are as follows:

On-Scene Coordinator Joe Campbell, TerraX Minerals Inc. & Project Manager

In addition to the On Scene Coordinator and the Project Manager, approximately 4 to 13 personnel are available on site to assist in spill response and cleanup activities. The number of personnel on site varies based on the specific exploration activities being conducted at any one time throughout the year.

The responsibilities of the On-Scene Coordinator are as follows: 1. Assume complete authority over the spill scene and coordinate all personnel involved. 2. Evaluate spill situation and develop overall plan of action. 3. Activate the spill contingency plan 4. Immediately report the spill to: NT-NU 24-Hour Spill Report Line (867) 920-8130 Environment Canada (24 hr pager) (867) 669-4725 AANDC Inspector (867) 669-2794 Department of Fisheries and Oceans (867) 669-4911 GNWT Environmental Protection Division (867) 873-7654 Other regulatory agencies and TerraX management (see Table 2 – Emergency Contacts). 5. Obtain additional manpower, equipment, and material if not available on site for spill response.

The responsibilities of the Project Manager are as follows: 1. Provide regulatory agencies and TerraX management with information regarding the status of the cleanup activities. 2. Act as a spokesperson on behalf of TerraX with regulatory agencies as well as the public and media. 3. Prepare and submit a report on the spill incident to regulatory agencies within 30 days of the event.

TerraX Minerals Inc. – Yellowknife City Gold Project – Spill Contingency Plan 6

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4.0 REPORTING PROCEDURE The On-Scene Coordinator must be notified immediately of any spill either by phone, radio, or in person.

The following is the spill reporting procedure:

1. Report immediately to the NT-NU 24-Hour Spill Report Line (867) 920-8130 Environment Canada (24 hr pager) (867) 669-4725 Environment Canada (Yellowknife) (867) 669-4700 Aboriginal Affairs and Northern Development Canada (AANDC), Resource Management Officer (867) 669-2671 Dept of Fisheries and Oceans, Yellowknife (867) 669-4911 GNWT Department of Environment & Natural Resources (867) 873-7181 and other regulatory agencies, and TerraX management (see Table 2 – Emergency Contacts).

2. Complete the NT-NU Spill Report Form and fax the report to the NT-NU 24-Hour Spill Report Line fax (867) 920-8127.

Table 2 – Emergency Contacts CONTACT TELEPHONE NUMBER AANDC – Land Use Inspector, Yellowknife (867) 669-2794 TerraX Minerals – Joseph Campbell (613) 843-8109 (office) Environment Canada (867) 669-4700 (867) 873-8185 (fax) (867) 669-4725 (Emergency) GNWT Environmental Health Office (867) 669-8979 Yellowknife Fire Department (867) 873-2222 Yellowknife RCMP (867) 669-5100 Stanton Regional Hospital – Yellowknife (867) 669-4111

TerraX Minerals Inc. – Yellowknife City Gold Project – Spill Contingency Plan 7

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5.0 ACTION PLANS 5.1 INITIAL ACTION The instructions to be followed by the first person on the spill scene are as follows: 1. Always be alert and consider your safety first. 2. If possible, identify the material that has been spilled. If you are not sure of the material, use caution and consider your safety first. 3. Assess the hazard of people in the vicinity of the spill. 4. If possible, safely try to stop the flow of material to minimize potential for environmental impacts. 5. Immediately report the spill to the On Scene Coordinator. 6. Resume any effective action to contain, mitigate, or terminate the flow of the spilled material.

The following pages include specific instructions to be followed in the response to various types of spills including diesel fuel, hydraulic oil, lubricating oil, gasoline, antifreeze, and propane.

TerraX Minerals Inc. – Yellowknife City Gold Project – Spill Contingency Plan 8

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5.2 SPILL RESPONSE ACTIONS DIESEL FUEL, HYDRAULIC OIL, AND LUBRICATING OIL

Take action only if safety permits – stop the source flow if safe to do so and eliminate all ignition sources. Never smoke when dealing with these types of spills.

On Land Build a containment berm using soil material or snow and place a plastic tarp at the foot of the berm for easy capture of the spill after all vapours have dissipated. Remove the spill by using absorbent pads or excavating the soil, gravel, snow or ice. Remove spill splashed on vegetation using particulate absorbent material. If soil, gravel, or vegetation must be removed, contact regulatory agencies for approval before commencing with the removal.

On Muskeg Do not deploy personnel and equipment on marsh or vegetation. Remove pooled oil with sorbent pads and/or skimmer. Flush with low pressure water to herd oil to collection point. Burn only in localized areas, e.g., trenches, piles or windrows. Do not burn if root systems can be damaged (low water table). Minimize damage caused by equipment and excavation.

On Water Contain spill as close to release point as possible. Use containment boom to capture spill for recovery after vapours have dissipated. Use absorbent pads to capture small spills. Use skimmer for larger spills.

On Rivers and Streams Prevent entry into water, if possible, by building a berm of trench. Intercept moving slicks in quiet areas using (sorbent) booms. Do not use sorbent booms/pads in fast currents and turbulent water.

On Ice and Snow Build a containment berm around spill using snow. Remove spill using absorbent pads or particulate sorbent material. The contaminated ice and snow must be scraped and shoveled into plastic buckets with lids, 205 litre drums, and/or polypropylene bags.

Storage and Transfer All contaminated water, ice, snow, soil, and clean up supplies will be stored in closed, labeled containers. All containers will be stored in a well ventilated area away from incompatible materials.

Disposal Contact Federal and Territorial regulatory agencies to identify appropriate disposal methods before disposing of contaminated material.

TerraX Minerals Inc. – Yellowknife City Gold Project – Spill Contingency Plan 9

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5.3 SPILL RESPONSE ACTIONS GASOLINE Gasoline forms vapours that can ignite and explode – No Smoking!

Take action only if safety permits – stop the source flow if safe to do so and eliminate all ignition sources. Never smoke when dealing with these types of spills.

On Land Build a containment berm using soil material or snow and place a plastic tarp at the foot of the berm for easy capture of the spill after all vapours have dissipated. Remove the spill by using absorbent pads or excavating the soil, gravel or snow. Remove spill splashed on vegetation using particulate absorbent material. If soil, gravel, or vegetation must be removed, contact regulatory agencies for approval before commencing with the removal.

On Muskeg Do not deploy personnel and equipment on marsh or vegetation. Remove pooled gasoline with sorbent pads and/or skimmer. Flush with low pressure water to herd oil to collection point. Burn only in localized areas, e.g., trenches, piles or windrows. Do not burn if root systems can be damaged (low water table). Minimize damage caused by equipment and excavation.

Storage and Transfer All contaminated water, ice, snow, soil, and clean up supplies will be stored in closed, labeled containers. All containers will be stored in a well-ventilated area away from incompatible materials.

Disposal Contact Federal and Territorial regulatory agencies to identify appropriate disposal methods before disposing of contaminated material.

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5.4 SPILL RESPONSE ACTIONS ANTIFREEZE

Take action only if safety permits – stop the source flow if safe to do so.

On Land Build a containment berm using soil material or snow and place a plastic tarp at the foot of the berm for easy capture of the spill. Remove the spill by using absorbent pads or excavating the soil, gravel, or snow. Remove spill splashed on vegetation using particulate absorbent material. If soil, gravel, or vegetation must be removed, contact regulatory agencies for approval before commencing with the removal.

On Water Use containment boom to capture spill. Pump contaminated water into 206 litre drum.

On Ice and Snow Build a containment berm around spill using snow. Remove spill using particulate sorbent material. The contaminated sorbent material, ice and snow must be scraped and shoveled into plastic buckets with lids, 206 litre drums, and/or polypropylene bags.

Disposal Contact Federal and Territorial regulatory agencies to identify appropriate disposal methods before disposing of contaminated material.

TerraX Minerals Inc. – Yellowknife City Gold Project – Spill Contingency Plan 11

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5.5 SPILL RESPONSE ACTIONS PROPANE

Take action only if safety permits. Gases stored in cylinders can explode when ignited. Keep vehicles away from accident area – No Smoking!

On Land Do not attempt to contain the propane release.

On Water Do not attempt to contain the propane release.

On Ice and Snow Do not attempt to contain the propane release.

General It is not possible to contain vapours when released. Water spray can be used to knock down vapours if there is NO chance of ignition. Small fires can be extinguished with dry chemical of CO2. Personnel should withdraw immediately from area unless a small leak is stopped immediately after it has been detected. If tanks are damaged, gas should be allowed to disperse and no recovery attempt should be made. Personnel should avoid touching release point on containers since frost forms very rapidly. Keep away from tank ends.

Storage and Transfer It is not possible to contain vapours when released.

Disposal Contact Federal and Territorial regulatory agencies to identify appropriate disposal methods for detective equipment that resulted in the release.

TerraX Minerals Inc. – Yellowknife City Gold Project – Spill Contingency Plan 12

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6.0 PROCEDURES FOR TRANSFERRING, STORING, AND MANAGING SPILL-RELATED WASTES In most cases, spill cleanups are initiated at the far end of the spill and contained moving toward the centre of the spill. Sorbent socks and pads are generally used for small spill cleanup. A pump with attached fuel transfer hose can suction spills from leaking containers or large accumulations on land or ice, and direct these larger quantities into empty drums. Hand tools such as cans, shovels, and rakes are also very effective for small spills or hard to reach areas. Heavy equipment can be used if deemed necessary but may be constrained by transportation to site constraints.

Used sorbent materials are to be placed in plastic bags for future disposal at an approved disposal facility. All materials mentioned in this section are available in the spill kits located on the Northbelt Property. Following cleanup, any tools or equipment used will be properly washed and decontaminated, or replaced if this is not possible.

For most of the containment procedures outlined in Section 5, spilled petroleum products and materials used for containment will be placed into empty waste oil containers and sealed for proper disposal at an approved disposal facility.

7.0 PROCEDURES FOR RESTORING AFFECTED AREAS Once a spill has been contained, TerraX will consult with the Aboriginal Affairs and Northern Development Canada Inspector assigned to the property to determine the level of cleanup required. The Inspector may require a site-specific study to ensure appropriate cleanup levels are met. Criteria that may be considered include natural biodegradation of oil, replacement of soil and re-vegetation.

8.0 TRAINING All employees working on a TerraX exploration property will be trained in the safe operation of all machinery and tools to help prevent hazardous material spills. All employees on site will also be required to participate in an orientation session, during which all locations of the spill plan and spill kits will be provided. An overview of the plan will be provided by the On-Scene Coordinator leading the orientation session. Specific training sessions are scheduled for individuals directly involved in handling hazardous materials to ensure they know all steps to be undertaken in handling these materials, as well as the steps involved in the event of a spill, including the proper use of spill kits.

An up-to-date record will be kept by the On-Scene Coordinator indicating the training undertaken. .

TerraX Minerals Inc. – Yellowknife City Gold Project – Spill Contingency Plan 13

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APPENDIX 1

NT-NU SPILL REPORT FORM & INSTRUCTIONS

TerraX Minerals Inc. – Northbelt Property – Spill Contingency Plan NT-NU 24-HOUR SPILL REPORT LINE TEL: (867) 920-8130 NT-NU SPILL REPORT FAX: (867) 873-6924 OIL, GASOLINE, CHEMICALS AND OTHER HAZARDOUS MATERIALS EMAIL: [email protected]

REPORT LINE USE ONLY REPORT DATE: MONTH – DAY – YEAR REPORT TIME £ ORIGINAL SPILL REPORT, REPORT NUMBER A OR OCCURRENCE DATE: MONTH – DAY – YEAR OCCURRENCE TIME £ ______UPDATE # ____-______B TO THE ORIGINAL SPILL REPORT LAND USE PERMIT NUMBER (IF APPLICABLE) WATER LICENCE NUMBER (IF APPLICABLE) C GEOGRAPHIC PLACE NAME OR DISTANCE AND DIRECTION FROM NAMED LOCATION REGION

D £ NWT £ NUNAVUT £ ADJACENT JURISDICTION OR OCEAN LATITUDE LONGITUDE

E DEGREES MINUTES SECONDS DEGREES MINUTES SECONDS RESPONSIBLE PARTY OR VESSEL NAME RESPONSIBLE PARTY ADDRESS OR OFFICE LOCATION F ANY CONTRACTOR INVOLVED CONTRACTOR ADDRESS OR OFFICE LOCATION G PRODUCT SPILLED QUANTITY IN LITRES, KILOGRAMS OR CUBIC METRES U.N. NUMBER

H SECOND PRODUCT SPILLED (IF APPLICABLE) QUANTITY IN LITRES, KILOGRAMS OR CUBIC METRES U.N. NUMBER

SPILL SOURCE SPILL CAUSE AREA OF CONTAMINATION IN SQUARE METRES I FACTORS AFFECTING SPILL OR RECOVERY DESCRIBE ANY ASSISTANCE REQUIRED HAZARDS TO PERSONS, PROPERTY OR ENVIRONMENT J ADDITIONAL INFORMATION, COMMENTS, ACTIONS PROPOSED OR TAKEN TO CONTAIN, RECOVER OR DISPOSE OF SPILLED PRODUCT AND CONTAMINATED MATERIALS

REPORTED TO SPILL LINE BY POSITION EMPLOYER LOCATION CALLING FROM TELEPHONE L ANY ALTERNATE CONTACT POSITION EMPLOYER ALTERNATE CONTACT ALTERNATE TELEPHONE

M LOCATION REPORT LINE USE ONLY

RECEIVED AT SPILL LINE BY POSITION EMPLOYER LOCATION CALLED REPORT LINE NUMBER

N STATION OPERATOR YELLOWKNIFE, NT (867) 920-8130

LEAD AGENCY £ EC £ CCG £ GNWT £ GN £ ILA £ INAC £ NEB £ TC SIGNIFICANCE £ MINOR £ MAJOR £ UNKNOWN FILE STATUS £ OPEN £ CLOSED

AGENCY CONTACT NAME CONTACT TIME REMARKS

LEAD AGENCY

FIRST SUPPORT AGENCY

SECOND SUPPORT AGENCY

THIRD SUPPORT AGENCY

PAGE 1 OF ______Instructions for Completing the NT-NU Spill Report Form

This form can be filled out electronically and e-mailed as an attachment to [email protected]. Until further notice, please verify receipt of e-mail transmissions with a follow-up telephone call to the spill line. Forms can also be printed and faxed to the spill line at 867-873-6924. Spills can still be phoned in by calling collect at 867-920-8130.

A. Report Date/Time The actual date and time that the spill was reported to the spill line. If the spill is phoned in, the Spill Line will fill this out. Please do not fill in the Report Number: the spill line will assign a number after the spill is reported.

B. Occurrence Date/Time Indicate, to the best of your knowledge, the exact date and time that the spill occurred. Not to be confused with the report date and time (see above).

C. Land Use Permit Number This only needs to be filled in if the activity has been licenced by the Nunavut /Water Licence Number Water Board and/or if a Land Use Permit has been issued. Applies primarily to mines and mineral exploration sites.

D. Geographic Place Name In most cases, this will be the name of the city or town in which the spill occurred. For remote locations – outside of human habitations – identify the most prominent geographic feature, such as a lake or mountain and/or the distance and direction from the nearest population center. You must include the geographic coordinates (Refer to Section E).

E. Geographic Coordinates This only needs to be filled out if the spill occurred outside of an established community such as a mine site. Please note that the location should be stated in degrees, minutes and seconds of Latitude and Longitude.

F. Responsible Party Or Vessel This is the person who was in management/control/ownership of the substance at Name the time that it was spilled. In the case of a spill from a ship/vessel, include the name of the ship/vessel. Please include full address, telephone number and e- mail. Use box K if there is insufficient space. Please note that, the owner of the spilled substance is ultimately responsible for any spills of that substance, regardless of who may have actually caused the spill.

G. Contractor involved? Were there any other parties/contractors involved? An example would be a construction company who is undertaking work on behalf of the owner of the spilled substance and who may have contributed to, or directly caused the spill and/or is responding to the spill.

H. Product Spilled Identify the product spilled; most commonly, it is gasoline, diesel fuel or sewage. For other substances, avoid trade names. Wherever possible, use the chemical name of the substance and further, identify the product using the four digit UN number (eg: UN1203 for gasoline; UN1202 for diesel fuel; UN1863 for Jet A & B)

I. Spill Source Identify the source of the spill: truck, ship, home heating fuel tank and, if known, the cause (eg: fuel tank overfill, leaking tank; ship ran aground; traffic accident, vandalism, storm, etc.). Provide an estimate of the extent of the contaminated/impacted area (eg: 10 m2 )

J. Factors Affecting Spill Any factors which might make it difficult to clean up the spill: rough terrain, bad weather, remote location, lack of equipment. Do you require advice and/or assistance with the cleanup operation? Identify any hazards to persons, property or environment: for example, a gasoline spill beside a daycare centre would pose a safety hazard to children. Use box K if there is insufficient space.

K. Additional Information Provide any additional, pertinent details about the spill, such as any peculiar/unique hazards associated with the spilled material. State what action is being taken towards cleaning up the spill; disposal of spilled material; notification of affected parties. If necessary, append additional sheets to the spill report. Number the pages in the same format found in the lower right hand corner of the spill form: eg. “Page 1 of 2", “Page 2 of 2" etc. Please number the pages to ensure that recipients can be certain that they received all pertinent documents. If only the spill report form was filled out, number the form as “Page 1 of 1".

L. Reported to Spill Line by Include your full name, employer, contact number and the location from which you are reporting the spill. Use box K if there is insufficient space.

M. Alternate Contact Identify any alternate contacts. This information assists regulatory agencies to obtain additional information if they cannot reach the individual who reported the spill.

N. Report Line Use Only Leave Blank. This box is for the Spill Line’s use only.

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APPENDIX 2

IMMEDIATELY REPORTABLE SPILL QUANTITIES

TerraX Minerals Inc. – Northbelt Property – Spill Contingency Plan

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IMMEDIATELY REPORTABLE SPILL QUANTITIES

(Appendix 3 of Guidelines for Spill Contingency Planning, Water Resources Division, Aboriginal Affairs and Northern Development Canada, Yellowknife, NT, January 2007)

TDG Substance Immediately Reportable Quantities for Class NWT 24 Hour Spill Line 1 Explosives Any amount 2.3 Compressed gas (toxic) 2.4 Compressed gas (corrosive) 6.2 Infectious substances 7 Radioactive None Unknown substance 2.1 Compressed gas (flammable) Any amount of gas from containers with a 2.2 Compressed gas (non-corrosive, non- capacity greater than 100 L flammable) 3.1 Flammable liquids >100 L 3.2 3.3 4.1 Flammable solids >25 kg 4.2 Spontaneously combustible solids 4.3 Water reactant 5.1 Oxidizing substances >50 L or 50 kg 9.1 Miscellaneous products or substances excluding PCB mixtures 5.2 Organic peroxides >1 L or 1 kg 9.2 Environmentally hazardous 6.1 Poisonous substances >5 L or 5 kg 8 Corrosive substances 9.3 Dangerous wastes 9.1 PCB mixtures of 5 or more ppm >0.5 L or 0.5 kg None Other contaminants (e.g. crude oil, drilling >100 L or 100 kg fluid, produced water, waste or spent chemicals, used or waste oil, vehicle fluids, waste water, etc.) None Sour natural gas (i.e. contains H2S) Uncontrolled release or sustained flow of Sweet natural gas 10 minutes or more

In addition, all releases of harmful substances, regardless of quantity, are to be reported to the NWT Spill Line if the release if near or into a water body, is near or into a designated sensitive environment or sensitive wildlife habitat, poses imminent threat to human health or safety, poses imminent threat to a listed species at risk or its critical habitat, or in uncontrollable.

TerraX Minerals Inc. – Northbelt Property – Spill Contingency Plan

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APPENDIX 3

NORTHBELT PROPERTY MAPS

TerraX Minerals Inc. – Northbelt Property – Spill Contingency Plan

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Figure 1 General Location Overview Map TerraX Minerals Inc Property Outlines

TerraX Minerals Inc. – Northbelt Property – Spill Contingency Plan

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Figure 2 TerraX Lease and Claim Holdings Location Map

TerraX Minerals Inc. – Northbelt Property – Spill Contingency Plan

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Figure 3 Proposed 2014 Phase I Diamond Drilling Location Map

TerraX Minerals Inc. – Northbelt Property – Spill Contingency Plan

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Figure 4 Anticipated Phase II Diamond Drilling Locations (2015-2018)

TerraX Minerals Inc. – Northbelt Property – Spill Contingency Plan

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APPENDIX 4

MSDS SHEETS

TerraX Minerals Inc. – Northbelt Property – Spill Contingency Plan

Material Safety Data Sheet

WHMIS (Pictograms) WHMIS (Classification) Protective Clothing TDG (pictograms) B-3, D-2B

Section 1. Chemical Product and Company Identification Product Name DIESEL FUEL Code W104, W293; SAP: 120, 121, 122, 287

Synonym Seasonal Diesel, #1 Diesel, #2 Heating Oil, #1 Heating Oil, D50, P50, Validated on 2/5/2007. Arctic Diesel, Farm Diesel, Marine Diesel, Low Sulphur Diesel, LSD, Ultra Low Sulphur Diesel, ULSD, Mining Diesel, Naval Distillate, Dyed Diesel, Marked Diesel, Coloured Diesel Manufacturer PETRO-CANADA In case of Petro-Canada: 403-296- P.O. Box 2844 Emergency 3000 150 –6th Avenue South-West Canutec Transportation: Calgary, Alberta 613-996-6666 T2P 3E3 Poison Control Centre: Consult local telephone Material Uses Diesel fuels are distillate fuels suitable for use in high and medium directory for emergency speed internal combustion engines of the compression ignition type. number(s). Mining Diesel has a higher flash point requirement, for safe use in underground mines.

Section 2. Composition and Information on Ingredients Exposure Limits (ACGIH) Name CAS # % (V/V) TLV-TWA(8 h) STEL CEILING Distillates (petroleum), hydrodesulfurized middle 64742-80-9 100 Not established Not established Not established Kerosine (petroleum), hydrodesulfurized 64742-81-0 200 mg/m³ Not established Not established Fuels, diesel 68334-30-5 100 mg/m³ Not established Not established Fuel oil no. 2 68476-30-2 100 mg/m³ Not established Not established Manufacturer Avoid prolonged or repeated skin contact to diesel fuels which can lead to dermal irritation and may be Recommendation associated with an increased risk of skin cancer. Other Exposure Consult local, state, provincial or territory authorities for acceptable exposure limits. Limits

Section 3. Hazards Identification. Potential Health Combustible liquid. Exercise caution when handling this material. Contact with this product may cause skin Effects and eye irritation. Prolonged or repeated contact may cause skin irritation, defatting, drying and dermatitis. Inhalation of this product may cause respiratory tract irritation and Central Nervous System (CNS) Depression, symptoms of which may include; weakness, dizziness, slurred speech, drowsiness, unconsciousness and in cases of severe overexposure; coma and death. Ingestion of this product may cause gastro-intestinal irritation. Aspiration of this product may result in severe irritation or burns to the respiratory tract. For more information refer to Section 11 of this MSDS.

Section 4. First Aid Measures Eye Contact Avoid direct contact. Quickly and gently blot or brush away chemical. Immediately flush the contaminated eye(s) with lukewarm, gently flowing water for 15-20 minutes or until the chemical is removed, while holding the eyelid(s) open. Take care not to rinse contaminated water into the unaffected eye or onto the face. Obtain medical attention immediately. Skin Contact Avoid direct contact. Wear chemical resistant protective clothing if necessary. Quickly and gently, blot or brush away excess chemical. Wash gently and thoroughly with warm water and non-abrasive soap for 15-20 minutes or until chemical is removed. Under running water, remove contaminated clothing, shoes and leather goods (e.g., watch bands, belts, etc.). Obtain medical attention immediately. Completely decontaminate clothing, shoes and leather goods before reuse or discard. Inhalation Take proper precautions to ensure your own safety before attempting rescue (e.g. wear appropriate protective equipment). If breathing has stopped, trained personnel should begin artificial respiration (AR) or, if the heart has stopped, cardiopulmonary resuscitation (CPR) immediately. Immediately transport victim to an emergency care facility.

Continued on Next Page Internet: www.petro-canada.ca/msds Available in French DIESEL FUEL Page Number: 2

Ingestion NEVER give anything by mouth if victim is rapidly losing consciousness, or is unconscious or convulsing. Have victim rinse mouth thoroughly with water. DO NOT INDUCE VOMITING. Have victim drink 240 to 300 mL (8 to 10 oz) of water to dilute material in stomach. If vomiting occurs naturally, have victim lean forward to reduce risk of aspiration. Repeat administration of water. If breathing has stopped, trained personnel should begin artificial respiration (AR) or, if the heart has stopped, cardiopulmonary resuscitation (CPR) immediately. Quickly transport victim to an emergency care facility. Note to Physician Not available.

Section 5. Fire-fighting Measures Flammability Combustible liquid. Flammable Limits Lower: 0.7% Upper: 6% Flash Points Diesel Fuel: Closed Cup: >45ºC (113ºF) Auto-Ignition 225°C (437°F) Marine Diesel Fuel: Closed Cup: >64ºC Temperature (147ºF) Mining Diesel: Closed Cup: >52ºC (126ºF) Fire Hazards Flammable in presence of open flames, Explosion Containers may explode in heat of fire. Do in Presence of sparks, and heat. Vapours are heavier than Hazards in not cut, weld, heat, drill or pressurize empty Various air and may travel considerable distance to Presence of container. Runoff to sewer may create fire Substances sources of ignition and flash back. This Various or explosion hazard. product can accumulate static charge and Substances ignite. Products of Carbon oxides (CO, CO2), nitrogen oxides (NOx), sulphur oxides (SOx), sulphur compounds (H2S), smoke and Combustion irritating vapours as products of incomplete combustion. See Section 11 (Other Considerations) for information regarding the toxicity of the combustion products. Fire Fighting NAERG2004, GUIDE 128, Flammable liquids (Non-polar/Water-immiscible). Media and CAUTION: This product has a moderate flash point above 40ºC: Use of water spray when fighting fire may be Instructions inefficient.

If tank, rail car or tank truck is involved in a fire, ISOLATE for 800 meters (1/2 mile) in all directions; also consider initial evacuation for 800 meters (1/2 mile) in all directions.

SMALL FIRES: Dry chemical, CO2, water spray or regular foam. LARGE FIRES: Water spray, fog or regular foam. Do not use straight streams. Move containers from fire area if you can do it without risk. Fires Involving Tanks or Car/Trailer Loads: Fight fire from maximum distance or use unmanned hose holders or monitor nozzles.

Cool containers with flooding quantities of water until well after fire is out. Withdraw immediately in case of rising sound from venting devices or any discolouration of tank. ALWAYS stay away from the ends of tanks. For massive fire, use unmanned hose holders or monitor nozzles; if this is impossible withdraw from area and let fire burn. Wear positive pressure self-contained breathing apparatus (SCBA). Structural firefighters' protective clothing will only provide limited protection.

Section 6. Accidental Release Measures Material Release Consult current National Emergency Response Guide Book (NAERG) for appropriate spill measures if or Spill necessary. IN THE EVENT OF A LARGE SPILL CONSIDER THE FOLLOWING CONTROL MEASURES: Extinguish all ignition sources. Evacuate non-essential personnel. Ventilate area. Stop leak if safe to do so. Dike spilled material. Use appropriate inert absorbent material to absorb spilled product. Collect used absorbent for later disposal. Ground and bond all equipment used to clean up the spilled material, as it may be a static accumulator. Avoid contact with spilled material. Avoid breathing vapours or mists of material. Avoid contaminating sewers, streams, rivers and other water courses with spilled material. Notify appropriate authorities immediately. Ensure clean-up personnel wear appropriate personal protective equipment.

Section 7. Handling and Storage Handling COMBUSTIBLE MATERIAL. Handle with care. Avoid contact with any sources of ignition, flames, heat, and sparks. Ensure all equipment is grounded/bonded. Avoid skin contact. Avoid eye contact. Avoid inhalation of product vapours or mists. Wear proper personal protective equipment (See Section 8). Avoid confined spaces and areas with poor ventilation. Empty containers may contain product residue. Do not pressurize, cut, heat, or weld empty containers. Do not reuse containers without commercial cleaning and/or reconditioning. Personnel who handle this material should practice good personal hygiene during and after handling to help prevent accidental ingestion of this product. Properly dispose of contaminated leather articles including shoes that cannot be decontaminated. Storage Store away from heat and sources of ignition. Store in dry, cool, well-ventilated area. Store away from incompatible and reactive materials (See section 5 and 10). Ensure the storage containers are grounded/bonded.

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Section 8. Exposure Controls/Personal Protection Engineering Controls For normal application, special ventilation is not necessary. If user's operations generate vapours or mist, use ventilation to keep exposure to airborne contaminants below the exposure limit. Make-up air should always be supplied to balance air removed by exhaust ventilation. Ensure that eyewash station and safety shower are close to work-station. Personal Protection - The selection of personal protective equipment varies, depending upon conditions of use. Eyes As a minimum, safety glasses with side shields should be worn when handling this material. If product is used in an application where splashing may occur, the use of safety goggles and/or a face shield should be considered. Body If this material may come in contact with the body during handling and use, we recommend wearing appropriate protective clothing to prevent contact with the skin. (Contact your PPE provider for more information.) Respiratory A NIOSH-approved air-purifying respirator with an organic vapour cartridge or canister may be permissible under certain circumstances where airborne concentrations are expected to exceed exposure limits. Protection provided by air-purifying respirators is limited. Use a positive-pressure, air-supplied respirator if there is any potential for uncontrolled release, exposure levels are unknown, or any other circumstances where air-purifying respirators may not provide adequate protection. Hands If this material may come in contact with the hands during handling and use, we recommend wearing gloves of the following material(s): nitrile, neoprene, polyvinyl alcohol (PVA), fluoro-elastomer. Consult your PPE provider for breakthrough times and the specific glove that is best for you based on your use patterns. It should be realized that eventually any material regardless of their imperviousness, will get permeated by chemicals. Therefore, protective gloves should be regularly checked for wear and tear. At the first signs of hardening and cracks, they should be changed. Feet Wear appropriate footwear to prevent product from coming in contact with feet and skin.

Section 9. Physical and Chemical Properties Physical State and Bright oily liquid. Viscosity 1.3 - 4.4 cSt @ 40ºC (104ºF) Appearance Colour Clear to yellow / brown (may be dyed for Pour Point Not available. taxation purposes). Odour Mild petroleum oil like. Softening Point Not available. Odour Threshold Not available. Dropping Point Not available. Boiling Point 150 to 371°C (302 to 699.8°F) Penetration Not available. Density 0.8 to 0.88 kg/L @ 15ºC (59ºF) Oil / Water Dist. Not available. Coefficient Vapour Density 4.5 [Air = 1] Ionicity (in water) Not available. Vapour Pressure 1 kPa (7.5 mm Hg) @ 20ºC (68ºF) Dispersion Properties Not available. Volatility Semivolatile to volatile. Solubility Insoluble in cold water, soluble in non-polar hydrocarbon solvents.

Section 10. Stability and Reactivity Corrosivity Not available. Stability The product is stable under normal Hazardous Will not occur under normal working handling and storage conditions. Polymerization conditions. Incompatible Reactive with oxidizing agents and acids. Decomposition May release COx, NOx, SOx, H2S, smoke and Substances / Products irritating vapours when heated to Conditions to Avoid decomposition.

Section 11. Toxicological Information Routes of Entry Skin contact, eye contact, inhalation and ingestion. Acute Lethality Acute toxicity information is not available for the product as a whole, therefore, data for some of the ingredients is provided below:

Distillates (petroleum), hydrodesulfurized middle (64742-80-9): Acute Inhalation toxicity (LC50): 4600 mg/m³/4h (rat)

Kerosine (petroleum), hydrosulfurized (64742-81-0): Acute Oral toxicity (LD50): >5000 mg/kg (rat) Acute Dermal toxicity (LD50): >2000 mg/kg (rabbit) Acute Inhalation toxicity (LC50): >5000 mg/m³/4h (rat)

Fuels, diesel (68334-30-5): Acute Oral toxicity (LD50): 7500 mg/kg (rat) Acute Dermal toxicity (LD50): 24500 mg/kg (mouse) Continued on Next Page Internet: www.petro-canada.ca/msds Available in French DIESEL FUEL Page Number: 4

Fuel oil no. 2 (68476-30-2): Acute Oral toxicity (LD50): 12000 mg/kg (rat)

Chronic or Other Toxic Effects Dermal Route: This product contains a component (at >= 1%) that can cause skin irritation. Therefore, this product is considered to be a skin irritant. Prolonged or repeated contact may defat and dry skin, and cause dermatitis. (See Other Considerations) Inhalation Route: Inhalation of this product may cause respiratory tract irritation. Inhalation of this product may cause Central Nervous System (CNS) Depression, symptoms of which may include; weakness, dizziness, slurred speech, drowsiness, unconsciousness and in cases of severe overexposure; coma and death. Oral Route: Ingestion of this product may cause gastro-intestinal irritation. Aspiration of this product may result in severe irritation or burns to the respiratory tract. Ingestion of this product may cause Central Nervous System (CNS) Depression, symptoms of which may include; weakness, dizziness, slurred speech, drowsiness, unconsciousness and in cases of severe overexposure; coma and death. Eye Irritation/Inflammation: Short-term exposure is expected to cause only slight irritation, if any. Immunotoxicity: Not available. Skin Sensitization: Contact with this product is not expected to cause skin sensitization, based upon the available data and the known hazards of the components. Respiratory Tract Sensitization: Contact with this product is not expected to cause respiratory tract sensitization, based upon the available data and the known hazards of the components. Mutagenic: This product is not known to contain any components at >= 0.1% that have been shown to cause mutagenicity. Therefore, based upon the available data and the known hazards of the components, this product is not expected to be a mutagen. Reproductive Toxicity: This product is not known to contain any components at >= 0.1% that have been shown to cause reproductive toxicity. Therefore, based upon the available data and the known hazards of the components, this product is not expected to be a reproductive toxin. Teratogenicity/Embryotoxicity: This product is not known to contain any components at >= 0.1% that have been shown to cause teratogenicity and/or embryotoxicity. Therefore, based upon the available data and the known hazards of the components, this product is not expected to be a teratogen/embryotoxin.

Carcinogenicity (ACGIH): Considered to be A3 by the ACGIH (Kerosine (petroleum), hydrodesulfurized; Fuels, diesel; Fuel oil no. 2) (See Other Considerations)

Carcinogenicity (IARC): This product is not known to contain any chemicals at reportable quantities that are listed as group 1, 2A or 2B carcinogens by IARC.

Carcinogenicity (NTP): This product is not known to contain any chemicals at reportable quantities that are listed as carcinogens by NTP. Carcinogenicity (IRIS): This product is not known to contain any chemicals at reportable quantities that are listed as carcinogens by IRIS. Carcinogenicity (OSHA): This product is not known to contain any chemicals at reportable quantities that are listed as carcinogens by OSHA. Other Considerations Avoid prolonged or repeated skin contact to diesel fuels which can lead to dermal irritation and may be associated with an increased risk of skin cancer. Diesel engine exhaust particulate is probably carcinogenic to humans (IARC Group 2A).

Section 12. Ecological Information Environmental Not available. Persistance/ Not available. Fate Bioaccumulation Potential BOD5 and COD Not available. Products of Not available. Biodegradation Additional Remarks No additional remark.

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Section 13. Disposal Considerations Waste Disposal Spent/ used/ waste product may meet the requirements of a hazardous waste. Consult your local or regional authorities. Ensure that waste management processes are in compliance with government requirements and local disposal regulations.

Section 14. Transport Information TDG Classification DIESEL FUEL, 3, UN1202, PGIII (CL- Special Provisions See Transportation of Dangerous Goods TDG) for Transport Regulations.

Section 15. Regulatory Information Other This product is acceptable for use under the provisions of WHMIS-CPR. All components of this formulation are Regulations listed on the CEPA-DSL (Domestic Substances List).

All components of this formulation are listed on the US EPA-TSCA Inventory.

All components of this product are on the European Inventory of Existing Commercial Chemical Substances (EINECS).

This product has been classified in accordance with the hazard criteria of the Controlled Products Regulations (CPR) and the MSDS contains all of the information required by the CPR.

Please contact Product Safety for more information. DSD/DPD (Europe) Not evaluated. HCS (U.S.A.) CLASS: Irritating substance. CLASS: Target organ effects. CLASS: Combustible liquid having a flash point between 37.8°C (100°F) and 93.3°C (200°F). ADR (Europe) NOT EVALUATED FOR DOT (U.S.A) EUROPEAN TRANSPORT Not evaluated for transport (Pictograms) (Pictograms) NON ÉVALUÉ POUR LE TRANSPORT EUROPÉEN. Non évalué pour le transport Health Hazard 2* Rating 0 Insignificant HMIS (U.S.A.) NFPA (U.S.A.) 2 Fire Hazard Fire Hazard 2 1 Slight Health 2 0 Reactivity 2 Moderate Reactivity 0 Specific hazard 3 High Personal Protection H 4 Extreme

Section 16. Other Information References Available upon request. * Marque de commerce de Petro-Canada - Trademark Glossary ACGIH - American Conference of Governmental Industrial Hygienists HCS - Hazardous Communication System ADR - Agreement on Dangerous goods by Road (Europe) HMIS - Hazardous Material Information System ASTM - American Society for Testing and Materials IARC - International Agency for Research on Cancer BOD5 - Biological Oxygen Demand in 5 days IRIS - Integrated Risk Information System CAS - Chemical Abstract Services LD50/LC50 - Lethal Dose/Concentration kill 50% CEPA - Canadian Environmental Protection Act LDLo/LCLo - Lowest Published Lethal Dose/Concentration CERCLA - Comprehensive Environmental Response, Compensation and NFPA - National Fire Prevention Association Liability Act NIOSH - National Institute for Occupational Safety & Health CFR - Code of Federal Regulations NPRI - National Pollutant Release Inventory CHIP - Chemical Hazard Information and Packaging Approved Supply List NSNR - New Substances Notification Regulations (Canada) NTP - National Toxicology Program COD - Chemical Oxygen Demand OSHA - Occupational Safety & Health Administration CPR - Controlled Products Regulations PEL - Permissible Exposure Limit DOT - Department of Transportation (U.S.A.) RCRA - Resource Conservation and Recovery Act DSCL - Dangerous Substances Classification and Labeling (Europe) SARA - Superfund Amendments and Reorganization Act DSD/DPD - Dangerous Substance or Dangerous Preparations Directives STEL - Short Term Exposure Limit (15 minutes) (Europe) TDG - Transportation Dangerous Goods (Canada) DSL - Domestic Substance List (Canada) TDLo/TCLo - Lowest Published Toxic Dose/Concentration EEC/EU - European Economic Community/European Union TLV-TWA - Threshold Limit Value-Time Weighted Average EINECS - European Inventory of Existing Commercial Chemical TLm - Median Tolerance Limit Substances TSCA - Toxic Substances Control Act EPCRA - Emergency Planning And Community Right-To-Know Act USEPA - United States Environmental Protection Agency FDA - Food and Drug Administration USP - United States Pharmacopoeia FIFRA - Federal Insecticide, Fungicide, and Rodenticide Act WHMIS - Workplace Hazardous Material Information System

For Copy of MSDS Prepared by Product Safety - JDW on 2/5/2007.

Continued on Next Page Internet: www.petro-canada.ca/msds Available in French DIESEL FUEL Page Number: 6

Internet: www.petro-canada.ca/msds Data entry by Product Safety - JDW.

Canada-wide: telephone: 1-800-668-0220; fax: 1-800-837-1228

WHMIS (Pictograms) WHMIS (Classification) Protective Clothing TDG (pictograms) B-2, D-2A, D-2B

Section 1. Chemical Product and Company Identification Product Name GASOLINE, UNLEADED Code W102E Synonym Regular, Unleaded Gasoline (US Grade), Mid-Grade, Plus, Super, Validated on 7/4/2005. WinterGas, SummerGas, Supreme, SuperClean WinterGas, RegularClean, PlusClean, Premium, marked or dyed gasoline, Super Premium (94 RO), TQRUL, transitional quality regular unleaded, BOB, Blendstock for Oxygenate Blending Manufacturer PETRO-CANADA In case of Petro-Canada: 403-296- P.O. Box 2844 Emergency 3000 Calgary, Alberta Canutec Transportation: T2P 3E3 613-996-6666 Poison Control Centre: Material Uses Unleaded gasoline is used in spark ignition engines including motor Consult local telephone vehicles, inboard and outboard boat engines, small engines such as directory for emergency chain saws and lawn mowers, and recreational vehicles. number(s).

Section 2. Composition and Information on Ingredients Exposure Limits (ACGIH) Name CAS # % (W/W) TLV-TWA(8 h) STEL CEILING Gasoline 8006-61-9 85-100 300 ppm 500 ppm Not established Methyl tert-butyl ether 1634-04-4 0-15 50 ppm Not Not established established Benzene 71-43-2 <1.5 0.5 ppm 2.5 ppm Not established Note: Petro-Canada does not use MTBE in the manufacturing of its gasoline, however MTBE can be introduced from time to time through the use of external gasoline blendstocks.

Manufacturer Not applicable Recommendation Other Exposure Consult local, state, provincial or territory authorities for acceptable exposure limits. Limits

Section 3. Hazards Identification. Potential Health Flammable liquid. Exercise caution when handling this material. May cause cancer. May cause heritable Effects genetic effects (mutagenicity). This product contains an ingredient or ingredients, which have been shown to cause chronic toxic effects. Contact with this product may cause skin and eye irritation. Inhalation of this product may cause respiratory tract irritation and Central Nervous System (CNS) Depression, symptoms of which may include; weakness, dizziness, slurred speech, drowsiness, unconsciousness and in cases of severe overexposure; coma and death. Ingestion of this product may cause gastro-intestinal irritation. Aspiration of this product may result in severe irritation or burns to the respiratory tract. For more information refer to Section 11 of this MSDS.

Continued on Next Page Internet: www.petro-canada.ca/msds Available in French GASOLINE, UNLEADED Page Number: 2 Ingestion NEVER give anything by mouth if victim is rapidly losing consciousness, or is unconscious or convulsing. Have victim rinse mouth thoroughly with water. DO NOT INDUCE VOMITING. Have victim drink 240 to 300 mL (8 to 10 oz) of water to dilute material in stomach. If vomiting occurs naturally, have victim lean forward to reduce risk of aspiration. Repeat administration of water. If breathing has stopped, trained personnel should begin artificial respiration (AR) or, if the heart has stopped, cardiopulmonary resuscitation (CPR) immediately. Quickly transport victim to an emergency care facility. Note to Physician Not available

Section 5. Fire-fighting Measures Flammability Flammable liquid (NFPA). Flammable Limits Lower: 1.3%; Upper: 7.6% (NFPA). Flash Points Closed Cup: -50 to -38°C (-58 to -36°F), Auto-Ignition 257°C (495°F) (NFPA). ASTM D56 Standard Test Method for Flash Temperature Point by Tag Closed Tester. Fire Hazards Extremely flammable in presence of open Explosion Do not cut, weld, heat, drill or pressurize in Presence of flames, sparks, and heat. Vapours are Hazards in empty container. Containers may explode Various heavier than air and may travel considerable Presence of in heat of fire. Vapours may form Substances distance to sources of ignition and flash Various explosive mixtures with air. back. Rapid escape of vapour may generate Substances static charge causing ignition. May accumulate in confined spaces. Products of Carbon oxides (CO, CO2), nitrogen oxides (NOx), polynuclear aromatic hydrocarbons, phenols, smoke and Combustion irritating vapours as products of incomplete combustion.

See Section 11 (Other Considerations) for information regarding the toxicity of the combustion products. Fire Fighting NAERG2004 GUIDE 128, Flammable liquids (Non-polar/Water-immiscible). CAUTION: This product has a Media and very low flash point: Use of water spray when fighting fire may be inefficient. If tank, rail car or tank truck is Instructions involved in a fire, ISOLATE for 800 meters (1/2 mile) in all directions; also consider initial evacuation for 800 meters (1/2 mile) in all directions. SMALL FIRES: Dry chemical, CO2, water spray or regular foam. LARGE FIRES: Water spray, fog or regular foam. Do not use straight streams. Move containers from fire area if you can do it without risk. Fires Involving Tanks or Car/Trailer Loads: Fight fire from maximum distance or use unmanned hose holders or monitor nozzles. Cool containers with flooding quantities of water until well after fire is out. Withdraw immediately in case of rising sound from venting devices or any discolouration of tank. ALWAYS stay away from the ends of tanks. For massive fire, use unmanned hose holders or monitor nozzles; if this is impossible withdraw from area and let fire burn. Wear positive pressure self-contained breathing apparatus (SCBA). Structural firefighters' protective clothing will only provide limited protection.

Section 6. Accidental Release Measures Material Release IN THE EVENT OF A LARGE SPILL CONSIDER THE FOLLOWING CONTROL MEASURES: Consult or Spill current National Emergency Response Guide Book (NAERG) for appropriate spill measures if necessary. Extinguish all ignition sources. Stop leak if safe to do so. Evacuate non-essential personnel. Ventilate area. Dike spilled material. Use appropriate inert absorbent material to absorb spilled product. Collect used absorbent for later disposal. Ensure clean-up personnel wear appropriate personal protective equipment. Avoid contact with spilled material. Avoid contaminating sewers, streams, rivers and other water courses with spilled material. Avoid breathing vapours or mists of material. Ground and bond all equipment used to clean up the spilled material, as it may be a static accumulator. Notify appropriate authorities immediately.

Section 7. Handling and Storage Handling FLAMMABLE MATERIAL. Handle with care. Avoid contact with any sources of ignition, flames, heat, and sparks. Avoid skin contact. Avoid eye contact. Avoid inhalation of product vapours or mists. Wear proper personal protective equipment (See Section 8). Empty containers may contain product residue. Do not pressurize, cut, heat, or weld empty containers. Do not reuse containers without commercial cleaning and/or reconditioning. Personnel who handle this material should practice good personal hygiene during and after handling to help prevent accidental ingestion of this product. Ensure all equipment is grounded/bonded. Avoid confined spaces and areas with poor ventilation. Do not ingest this product. Storage Store as flammable material. Store away from incompatible and reactive materials (See section 5 and 10). Store away from heat and sources of ignition. Store in dry, cool, well-ventilated area. Keep container tightly closed. Ensure the storage containers are grounded/bonded. Avoid direct sunlight.

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Hands If this material may come in contact with the hands during handling and use, we recommend wearing gloves of the following material(s): polyvinyl alcohol (PVA), fluoro-elastomer. Consult your PPE provider for breakthrough times and the specific glove that is best for you based on your use patterns. Feet Wear appropriate footwear to prevent product from coming in contact with feet and skin.

Section 9. Physical and Chemical Properties Physical State and Clear liquid. Viscosity Not available. Appearance Colour Clear to slightly yellow, undyed liquid. Pour Point Not applicable. May be dyed red for taxation purposes. Odour Gasoline. MTBE has a terpene-like Softening Point Not applicable. odour. Odour Threshold Less than 1 ppm. Dropping Point Not applicable. Boiling Point 25 to 220°C (77 to 428°F) Initial boiling Penetration Not applicable. point by ASTM D86 Standard Test Method. Density 0.685 - 0.80 kg/L @ 15°C (59°F). Oil / Water Dist. Not available Coefficient Vapour Density 3 to 4 (Air = 1) (NFPA). Ionicity (in water) Not available Vapour Pressure <107 kPa @ 37.8ºC (100ºF) Dispersion Properties Not available Volatility Volatile. Solubility Hydrocarbon components virtually insoluble in water. Soluble in alcohol, ether, chloroform, and benzene. Dissolves fats, oils and natural resins.

Section 10. Stability and Reactivity Corrosivity Non corrosive. Stability The product is stable under normal Hazardous Will not occur under normal working handling and storage conditions. Polymerization conditions. Incompatible Reactive with oxidizing agents, acids, Decomposition May release COx, NOx, phenols, polynuclear Substances / interhalogens and uranium hexafluoride. Products aromatic hydrocarbons, acrid smoke and Conditions to Avoid irritating vapours when heated to decomposition.

Section 11. Toxicological Information Routes of Entry Skin contact, eye contact, inhalation, and ingestion. Acute Lethality Gasoline (8006-61-9): Acute Oral toxicity (LD50): 13600 mg/kg (rat) Acute Dermal toxicity (LD50): >5000 mg/kg (rabbit)

MTBE (1634-04-4): Acute Oral toxicity (LD50): 2963 mg/kg (rat) Acute Dermal toxicity (LD50): >6800 mg/kg (rabbit) Acute Inhalation toxicity (LC50): 23576 ppm/4h (rat)

Benzene (71-43-2):

Continued on Next Page Internet: www.petro-canada.ca/msds Available in French GASOLINE, UNLEADED Page Number: 4 Acute Oral toxicity (LD50): 930 mg/kg (rat) Acute Dermal toxicity (LD50): >9400 mg/kg (rabbit) Acute Inhalation toxicity (LC50): 13229 ppm/4h (rat) Chronic or Other Toxic Effects Dermal Route: Contact may cause skin irritation. Prolonged or repeated contact may defat and dry skin, and cause dermatitis. Inhalation Route: Inhalation of this product may cause respiratory tract irritation. Inhalation of this product may cause Central Nervous System (CNS) Depression, symptoms of which may include; weakness, dizziness, slurred speech, drowsiness, unconsciousness and in cases of severe overexposure; coma and death. Oral Route: Ingestion of this product may cause gastro-intestinal irritation. Aspiration of this product may result in severe irritation or burns to the respiratory tract. Ingestion of this product may cause Central Nervous System (CNS) Depression, symptoms of which may include; weakness, dizziness, slurred speech, drowsiness, unconsciousness and in cases of severe overexposure; coma and death. Eye Irritation/Inflammation: Contact may cause eye irritation. Immunotoxicity: Not available Skin Sensitization: Contact with this product is not expected to cause skin sensitization, based upon the available data and the known hazards of the components. Respiratory Tract Sensitization: Contact with this product is not expected to cause respiratory tract sensitization, based upon the available data and the known hazards of the components. Mutagenic: This product contains a component(s) at >= 0.1% that has been shown to cause mutagenicity in laboratory tests. Therefore, this product is considered to be a mutagen. (Benzene)

Reproductive Toxicity: This product is not known to contain any components at >= 0.1% that have been shown to cause reproductive toxicity. Therefore, based upon the available data and the known hazards of the components, this product is not expected to be a reproductive toxin. Teratogenicity/Embryotoxicity: This product is not known to contain any components at >= 0.1% that have been shown to cause teratogenicity and/or embryotoxicity. Therefore, based upon the available data and the known hazards of the components, this product is not expected to be a teratogen/embryotoxin. Carcinogenicity (ACGIH): This product contains the following chemical(s) at >=0.1% that are listed as carcinogenic compounds. Therefore this product is considered to be carcinogenic. [Considered to be A1 by the ACGIH. Benzene (71-43-2)] [Considered to be A3 by the ACGIH. Gasoline (8006-61-9), MTBE (1634-04-4)] Carcinogenicity (IARC): This product contains the following chemical(s) at >=0.1% that are listed as carcinogenic compounds. Therefore this product is considered to be carcinogenic. [Considered to be carcinogenic to humans (group 1) by IARC. Benzene (71-43-2)] [Considered to be carcinogenic to humans (group 2B) by IARC. Gasoline (8006-61-9)] Carcinogenicity (NTP): This product contains the following chemical(s) at >=0.1% that are listed as carcinogenic compounds. Therefore this product is considered to be carcinogenic. [Known to be a human carcinogen according to NTP. Benzene (71-43-2)] Carcinogenicity (IRIS): This product contains the following chemical(s) at >=0.1% that are listed as carcinogenic compounds. Therefore this product is considered to be carcinogenic. [Considered to be carcinogenic by IRIS. Benzene (71-43-2)] Carcinogenicity (OSHA): This product contains the following chemical(s) at >=0.1% that are listed as carcinogenic compounds. Therefore this product is considered to be carcinogenic. [Considered to be carcinogenic by OSHA. Benzene (71-43-2)] Other Considerations Gasoline engine exhaust is possibly carcinogenic to humans (IARC Group 2B).

Section 12. Ecological Information Environmental Not available Persistance/ Not available Fate Bioaccumulation Potential BOD5 and COD Not available Products of Not available Biodegradation Additional Remarks No additional remark.

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Section 14. Transport Information TDG Classification GASOLINE, 3, UN1203, PGII (CL-TDG) Special Provisions See Transportation of Dangerous Goods for Transport Regulations.

Section 15. Regulatory Information Other This product is acceptable for use under the provisions of WHMIS-CPR. All components of this formulation Regulations are listed on the CEPA-DSL (Domestic Substances List).

All components of this formulation are listed on the US EPA-TSCA Inventory.

All components of this product are on the European Inventory of Existing Commercial Chemical Substances (EINECS).

This product has been classified in accordance with the hazard criteria of the Controlled Products Regulations (CPR) and the MSDS contains all of the information required by the CPR.

Please contact Product Safety for more information. DSD/DPD (Europe) Not evaluated. HCS (U.S.A.) CLASS: Contains material which may cause cancer. CLASS: Flammable liquid having a flash point lower than 37.8°C (100°F). CLASS: Irritating substance. CLASS: Target organ effects. ADR (Europe) NOT EVALUATED FOR DOT (U.S.A) EUROPEAN TRANSPORT Not evaluated for transport (Pictograms) (Pictograms) NON ÉVALUÉ POUR LE TRANSPORT EUROPÉEN. Non évalué pour le transport Health Hazard 2* Rating 0 Insignificant HMIS (U.S.A.) NFPA (U.S.A.) 3 Fire Hazard Fire Hazard 3 1 Slight Health 2 0 Reactivity 2 Moderate Reactivity 0 Specific hazard 3 High Personal Protection H 4 Extreme

Section 16. Other Information References Available upon request. * Marque de commerce de Petro-Canada - Trademark Glossary ACGIH - American Conference of Governmental Industrial Hygienists HCS - Hazardous Communication System ADR - Agreement on Dangerous goods by Road (Europe) HMIS - Hazardous Material Information System ASTM - American Society for Testing and Materials IARC - International Agency for Research on Cancer BOD5 - Biological Oxygen Demand in 5 days IRIS - Integrated Risk Information System CAS - Chemical Abstract Services LD50/LC50 - Lethal Dose/Concentration kill 50% CEPA - Canadian Environmental Protection Act LDLo/LCLo - Lowest Published Lethal Dose/Concentration CERCLA - Comprehensive Environmental Response, Compensation NFPA - National Fire Prevention Association and Liability Act NIOSH - National Institute for Occupational Safety & Health CFR - Code of Federal Regulations NPRI - National Pollutant Release Inventory CHIP - Chemical Hazard Information and Packaging Approved Supply NSNR - New Substances Notification Regulations (Canada) List NTP - National Toxicology Program COD - Chemical Oxygen Demand OSHA - Occupational Safety & Health Administration CPR - Controlled Products Regulations PEL - Permissible Exposure Limit DOT - Department of Transportation (U.S.A.) RCRA - Resource Conservation and Recovery Act DSCL - Dangerous Substances Classification and Labeling (Europe) SARA - Superfund Amendments and Reorganization Act DSD/DPD - Dangerous Substance or Dangerous Preparations STEL - Short Term Exposure Limit (15 minutes) Directives (Europe) TDG - Transportation Dangerous Goods (Canada) DSL - Domestic Substance List (Canada) TDLo/TCLo - Lowest Published Toxic Dose/Concentration EEC/EU - European Economic Community/European Union TLV-TWA - Threshold Limit Value-Time Weighted Average EINECS - European Inventory of Existing Commercial Chemical TLm - Median Tolerance Limit Substances TSCA - Toxic Substances Control Act EPCRA - Emergency Planning And Community Right-To-Know Act USEPA - United States Environmental Protection Agency FDA - Food and Drug Administration USP - United States Pharmacopoeia FIFRA - Federal Insecticide, Fungicide, and Rodenticide Act WHMIS - Workplace Hazardous Material Information System

For Copy of MSDS Prepared by Product Safety - JDW on 7/4/2005.

Continued on Next Page Internet: www.petro-canada.ca/msds Available in French GASOLINE, UNLEADED Page Number: 6

Internet: www.petro-canada.ca/msds Data entry by Product Safety - JDW.

Canada-wide: telephone: 1-800-668-0220; fax: 1-800-837-1228

WHMIS (Pictograms) WHMIS (Classification) Protective Clothing TDG (pictograms) A, B-1

Section 1. Chemical Product and Company Identification Product Name PROPANE Code W222 SAP: 169 Validated on 9/28/2006. Synonym Propane HD-5, Propane commercial, Liquified Petroleum Gas (LPG), C3H8, CGSB Propane Grade 1, CGSB Propane Grade 2, odourized propane, stenched propane, automotive propane. Manufacturer PETRO-CANADA In case of Petro-Canada: 403-296- P.O. Box 2844 Emergency3000 Calgary, Alberta Canutec Transportation: T2P 3E3 613-996-6666 Poison Control Centre: Material Uses Propane is used as a fuel gas, refrigerant, automotive fuel and as a Consult local telephone raw material for organic synthesis. The grade determines the propane directory for emergency content. It is supplied as pressurized liquid in tanks. number(s).

Section 2. Composition and Information on Ingredients Exposure Limits (ACGIH) Name CAS # % (V/V) TLV-TWA(8 h) STEL CEILING HD-5 Propane Propane 74-98-6 >90 1000 ppm Not established Not established Propene 115-07-1 <5 500 ppm Not established Not established Commercial Propane Propane 74-98-6 >75 1000 ppm Not established Not established Propene 115-07-1 <20 500 ppm Not established Not established Both grades may contain: Ethane 74-84-0 <6 1000 ppm Not established Not established Butane + 106-97-8 <5 1000 ppm Not established Not established Manufacturer At high concentrations, can displace oxygen and cause asphyxiation. A minimum requirement of 19.5% of Recommendation oxygen at sea level (148 torr O2, dry air) is recommended. Other Exposure Consult local, state, provincial or territory authorities for acceptable exposure limits. Limits

Section 3. Hazards Identification. Potential Health The product is contained under pressure. Do not puncture, incinerate or heat container as contents may Effects explode. Flammable gas. Exercise caution when handling this material. At high concentrations, can displace oxygen and cause asphyxiation. A minimum requirement of 19.5% of oxygen at sea level (148 torr O2, dry air) is recommended. Inhalation of this product may cause respiratory tract irritation and Central Nervous System (CNS) Depression, symptoms of which may include; weakness, dizziness, slurred speech, drowsiness, unconsciousness and in cases of severe overexposure; coma and death. Contact with gas or liquified gas may cause burns and frostbite. Ingestion is not an applicable route of exposure for gases. For more information refer to Section 11 of this MSDS.

Section 4. First Aid Measures Eye Contact No effects expected. If irritation does occur, remove source of contamination or move victim to fresh air. If irritation persists, obtain medical advice. If frostbite has occurred, quickly remove victim from source of contamination. Immediately and briefly, flush with lukewarm, gently flowing water. DO NOT attempt to rewarm. Cover both eyes with a sterile dressing. DO NOT allow victim to drink alcohol or smoke. Quickly transport victim to an emergency care facility. Skin Contact As quickly as possible, remove contaminated clothing, shoes and leather goods (e.g., watchbands, belts, etc.). No health effects expected. If irritation does occur, flush with lukewarm, gently flowing water for 5 minutes. If irritation persists, obtain medical advice. If frostbite has occurred, quickly remove victim from source of contamination and briefly flush with lukewarm, gently flowing water. DO NOT attempt to rewarm the affected area on site. DO NOT rub area or apply direct heat. Gently remove clothing or jewellery that may restrict circulation. Carefully cut around any clothing that sticks to the skin, and remove the rest of the garment. Loosely cover the affected area with a sterile dressing. DO NOT allow victim to drink alcohol or smoke. Quickly transport victim to an emergency care facility.

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Inhalation If symptoms are experienced remove source of contamination or move victim to fresh air and obtain medical advice. Ingestion Ingestion is not an applicable route of exposure for gases. Note to Physician Not available

Section 5. Fire-fighting Measures Flammability Class I - flammable gas (NFPA). Flammable Limits Lower: 2.1%; Upper: 9.5%, (NFPA). Flash Points CLOSED CUP: -104°C (-155°F). Auto-Ignition 450°C (842°F), (NFPA). Temperature Fire Hazards Extremely flammable in presence of open Explosion Do not cut, weld, heat, drill or pressurize in Presence of flames, sparks, and heat. Vapours are Hazards in empty container. Containers may explode Various heavier than air and may travel considerable Presence of in heat of fire. Vapour explosion hazard Substances distance to sources of ignition and flash back. Various indoors, outdoors or in sewers. Propane Rapid escape of vapours may generate static Substances may form explosive mixtures with air. charge causing ignition. May accumulate in confined spaces. Products of Carbon oxides (CO, CO2), acrid smoke and irritating vapours as products of incomplete combustion. Combustion Fire Fighting NAERG2004, GUIDE 115, Flammable Gas: CAUTION: This product has a low flash point, use of water spray Media and when fighting fire may be inefficient. SMALL FIRE: Use DRY chemicals, CO2, water spray or foam. LARGE Instructions FIRE: Use water spray, fog or foam. DO NOT use water jet. If tank, rail car or tank truck is involved in a fire, ISOLATE for 1600 meters (1 mile) in all directions; also, consider initial evacuation for 1600 meters (1 mile) in all directions. DO NOT extinguish a leaking gas flame unless leak can be stopped. Shut off fuel to fire if it is possible to do so without hazard. If this is impossible, withdraw from area and let fire burn out under controlled conditions. Withdraw immediately in case of rising sound from venting safety device or any discolouration of tank due to fire. Cool containing vessels with water spray in order to prevent pressure build-up, autoignition or explosion. Self-contained breathing apparatus (SCBA) will be required if approaching the fire from downwind, or to enter enclosed areas or buildings. Handle damaged cylinders with extreme care.

Section 6. Accidental Release Measures Material Release IN THE EVENT OF A LARGE SPILL CONSIDER THE FOLLOWING CONTROL MEASURES: Consult current or Spill National Emergency Response Guide Book (NAERG) for appropriate spill measures if necessary. Extinguish all ignition sources. Notify appropriate authorities immediately. Evacuate non-essential personnel. Stop leak if safe to do so. Avoid contact with spilled material. Avoid breathing vapours or mists of material. Ventilate area. Ensure clean-up personnel wear appropriate personal protective equipment.

Section 7. Handling and Storage Handling EXTREMELY FLAMMABLE GAS. Handle with care. Avoid contact with any sources of ignition, flames, heat, and sparks. Ensure all equipment is grounded/bonded. Avoid confined spaces and areas with poor ventilation. Avoid skin contact. Avoid eye contact. Avoid inhalation of product vapours. Wear proper personal protective equipment (See Section 8). Rapid escape of vapour may generate static charge causing ignition. Use spark- proof electrical equipment. Do not allow escaping compressed gas or liquid to come in contact with skin or eyes as it can cause frostbite. SPECIAL PRECAUTIONS: Sludges and tank scale from propane storage tanks, trucks and rail cars, and filters/screens may contain naturally occurring radioactive material ('NORM") in the form of lead 210. Similarily, equipment used for the transfer of propane such as product pipelines, pumps and compressors, may have detectable levels of radioactive lead 210 on inner surfaces. Workers involved in cleaning, repair or other maintenance on inner surfaces of such equipment should avoid breathing dust generated from such activities. Suitable codes of practice should be developed for these activities, detailing appropriate occupational hygiene and disposal practices. Storage Store away from incompatible and reactive materials (See section 5 and 10). Store away from heat and sources of ignition. Store as flammable material. Compressed gases should be stored in a separate safety storage cabinet or room. Avoid direct sunlight. Keep container tightly closed. Store in dry, cool, well-ventilated area. Ensure the storage containers are grounded/bonded.

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Hands Wear appropriate chemically protective gloves. Wear insulated gloves to prevent frostbite.

Feet Wear appropriate footwear to prevent product from coming in contact with feet and skin.

Section 9. Physical and Chemical Properties Physical State and Gas at room temperature; liquid when Viscosity Not applicable Appearance stored under pressure. Colour Colourless. Pour Point Not applicable. Odour Propane is an odourless gas. Odourized Softening Point Not applicable. propane will contain up to 28 g ethyl mercaptan per 1000 L of propane. Odour Threshold Odour is not an adequate warning to Dropping Point Not applicable. prevent overexposure to propane. Prolonged exposure to mercaptans can cause olfactory desensitization. Boiling Point -42°C (-44°F) Penetration Not applicable.

Density 508 kg/m³ @ 15ºC (59ºF) Oil / Water Dist. Not available Coefficient Vapour Density 1.56 (air=1) Ionicity (in water) Not available Vapour Pressure 10763 mmHg (1435 kPa) @ 38ºC (100ºF) Dispersion Not available . Properties Volatility Volatile Solubility Slightly soluble in water.

Section 10. Stability and Reactivity Corrosivity Not available Stability The product is stable under normal Hazardous Will not occur under normal working handling and storage conditions. Polymerization conditions. Incompatible Reactive with oxidizing agents and Decomposition May release COx, acrid smoke and irritating Substances / halogenated compounds. Products vapours when heated to decomposition. Conditions to Avoid

Section 11. Toxicological Information Routes of Entry Inhalation, skin contact and eye contact. Acute Lethality Acute toxicity information is not available for the product as a whole, therefore, data for some of the ingredients is provided below:

Propene (115-07-1): Acute inhalation toxicity (LC50): >50000 ppm/4h (rat).

Butane (106-97-8): Acute inhalation toxicity (LC50): 276000 ppm/4h (rat). Chronic or Other Toxic Effects Dermal Route: Contact with gas or liquefied gas may cause burns and frostbite to the skin. Inhalation Route: At high concentrations, can displace oxygen and cause asphyxiation. A minimum requirement of 19.5% of oxygen at sea level (148 torr O2, dry air) is recommended. Inhalation of this product may cause respiratory tract irritation. Inhalation of this product may cause Central Nervous System (CNS) Depression, symptoms of which may include; weakness, dizziness, slurred speech, drowsiness, unconsciousness and in cases of severe overexposure; coma and death. Oral Route: Ingestion is not an applicable route of exposure for gases. Eye Irritation/Inflammation: Contact with gas or liquefied gas may cause burns and frostbite to the eyes. Immunotoxicity: Not available Skin Sensitization: Contact with this product is not expected to cause skin sensitization, based upon the available data and the known hazards of the components. Respiratory Tract Sensitization:Contact with this product is not expected to cause respiratory tract sensitization, based upon the available data and the known hazards of the components. Mutagenic: This product is not known to contain any components at >= 0.1% that have been shown to cause mutagenicity. Therefore, based upon the available data and the known hazards of the components, this product is not expected to be a mutagen.

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Section 13. Disposal Considerations Waste Disposal Consult your local or regional authorities. Ensure that waste management processes are in compliance with government requirements and local disposal regulations.

Section 14. Transport Information TDG Classification PROPANE, 2.1, UN1978 (CL-TDG) Special Provisions See Transportation of Dangerous Goods for Transport Regulations.

All components of this formulation are listed on the US EPA-TSCA Inventory.

All components of this product are on the European Inventory of Existing Commercial Chemical Substances (EINECS).

This product has been classified in accordance with the hazard criteria of the Controlled Products Regulations (CPR) and the MSDS contains all of the information required by the CPR.

Please contact Product Safety for more information. DSD/DPD (Europe) Not evaluated. HCS (U.S.A.) HCS Class: Flammable gas. ADR (Europe) NOT EVALUATED FOR DOT (U.S.A) EUROPEAN TRANSPORT Not evaluated for transport (Pictograms) (Pictograms) NON ÉVALUÉ POUR LE TRANSPORT EUROPÉEN. Non évalué pour le transport Health Hazard 1* Rating 0 Insignificant HMIS (U.S.A.) NFPA (U.S.A.) 4 Fire Hazard 1 Slight Fire Hazard 4 Health 1 0 Reactivity 2 Moderate Reactivity 0 Specific hazard 3 High Personal Protection K 4 Extreme

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Section 16. Other Information References Available upon request. * Marque de commerce de Petro-Canada - Trademark Glossary ACGIH - American Conference of Governmental Industrial Hygienists HCS - Hazardous Communication System ADR - Agreement on Dangerous goods by Road (Europe) HMIS - Hazardous Material Information System ASTM - American Society for Testing and Materials IARC - International Agency for Research on Cancer BOD5 - Biological Oxygen Demand in 5 days IRIS - Integrated Risk Information System CAS - Chemical Abstract Services LD50/LC50 - Lethal Dose/Concentration kill 50% CEPA - Canadian Environmental Protection Act LDLo/LCLo - Lowest Published Lethal Dose/Concentration CERCLA - Comprehensive Environmental Response, Compensation and NFPA - National Fire Prevention Association Liability Act NIOSH - National Institute for Occupational Safety & Health CFR - Code of Federal Regulations NPRI - National Pollutant Release Inventory CHIP - Chemical Hazard Information and Packaging Approved Supply List NSNR - New Substances Notification Regulations (Canada) COD - Chemical Oxygen Demand NTP - National Toxicology Program CPR - Controlled Products Regulations OSHA - Occupational Safety & Health Administration DOT - Department of Transportation (U.S.A.) PEL - Permissible Exposure Limit DSCL - Dangerous Substances Classification and Labeling (Europe) RCRA - Resource Conservation and Recovery Act DSD/DPD - Dangerous Substance or Dangerous Preparations Directives SARA - Superfund Amendments and Reorganization Act (Europe) STEL - Short Term Exposure Limit (15 minutes) DSL - Domestic Substance List (Canada) TDG - Transportation Dangerous Goods (Canada) EEC/EU - European Economic Community/European Union TDLo/TCLo - Lowest Published Toxic Dose/Concentration EINECS - European Inventory of Existing Commercial Chemical Substances TLV-TWA - Threshold Limit Value-Time Weighted Average EPCRA - Emergency Planning And Community Right-To-Know Act TLm - Median Tolerance Limit FDA - Food and Drug Administration TSCA - Toxic Substances Control Act FIFRA - Federal Insecticide, Fungicide, and Rodenticide Act USEPA - United States Environmental Protection Agency USP - United States Pharmacopoeia WHMIS - Workplace Hazardous Material Information System For Copy of MSDS Prepared by Product Safety - JDW on 9/28/2006. Internet: www.petro-canada.ca/msds Data entry by Product Safety - DSR.

Canada-wide: telephone: 1-800-668-0220; fax: 1-800-837-1228

For Product Safety Information: (905) 804-4752 To the best of our knowledge, the information contained herein is accurate. However, neither the above named supplier nor any of its subsidiaries assumes any liability whatsoever for the accuracy or completeness of the information contained herein. Final determination of suitability of any material is the sole responsibility of the user. All materials may present unknown hazards and should be used with caution. Although certain hazards are described herein, we cannot guarantee that these are the only hazards that exist. Material Safety Data Sheet PETRO-CANADA SUPREME 5W-30, 10W-30, 10W-40, 20W-50 MOTOR OIL 1 . Product and company identification Common name : PETRO-CANADA SUPREME 5W-30, 10W-30, 10W-40, 20W-50 MOTOR OIL Code : 410-344, MOSP53; 410-341, MOSP13; 410-342, MOSP14; 410-343, MOSP25 Material uses : Supreme is designed for the lubrication of all gasoline, propane and CNG engines where the manufacturer recommends the use of API SM quality oils. SAE 5W-30 and 10W-30 grades also meet the requirements of ILSAC GF-4. Manufacturer : PETRO-CANADA P.O. Box 2844 Calgary, Alberta T2P 3E3 In case of emergency : Petro-Canada: 403-296-3000 Canutec Transportation: 613-996-6666 Poison Control Centre: Consult local telephone directory for emergency number(s). 2 . Hazards identification Odour : Mild petroleum oil like. OSHA/HCS status : While this material is not considered hazardous by the OSHA Hazard Communication Standard (29 CFR 1910.1200), this MSDS contains valuable information critical to the safe handling and proper use of the product. This MSDS should be retained and available for employees and other users of this product. Emergency overview : No specific hazard. Routes of entry : Dermal contact. Eye contact. Inhalation. Ingestion. Potential acute health effects Eyes : Slightly irritating to the eyes. Skin : Slightly irritating to the skin. Inhalation : No known significant effects or critical hazards. Ingestion : No known significant effects or critical hazards. Medical conditions : Repeated skin exposure can produce local skin destruction or dermatitis. Repeated or aggravated by over- prolonged contact with spray or mist may produce chronic eye irritation and severe skin exposure irritation. See toxicological information (section 11) 3 . Composition/information on ingredients Name CAS number % Mixture of severely hydrotreated and hydrocracked base oil (petroleum). Mixture - The base oil may be a mixture of the following CAS#s: 8042-47-5, 64742-46-7, 64742-52-5, 64742-54-7, 72623-84-8, 72623-85-9, 72623-86-0, 72623-87-1, 178603-64-0, 178603-65-1, 178603-66-2, 445411-73-4 4 . First-aid measures Eye contact : In case of contact, immediately flush eyes with plenty of water for at least 15 minutes. Get medical attention if irritation occurs. Skin contact : Wash skin thoroughly with soap and water or use recognised skin cleanser. Get medical attention if irritation occurs. Remove contaminated clothing and shoes. Wash clothing before reuse. Clean shoes thoroughly before reuse. Inhalation : If inhaled, remove to fresh air. If breathing is difficult, give oxygen. If not breathing, give artificial respiration. Get medical attention. Ingestion : Do not induce vomiting unless directed to do so by medical personnel. Never give anything by mouth to an unconscious person. If potentially dangerous quantities of this material have been swallowed, call a physician immediately.

Protection of first-aiders : No action shall be taken involving any personal risk or without suitable training. Continued on Next Page Internet: www.petro-canada.ca/msds Page: 1/6 PETRO-CANADA SUPREME 5W-30, 10W-30, 10W-40, 20W-50 MOTOR OIL Page Number: 2 5 . Fire-fighting measures Flammability of the product : May be combustible at high temperature. Products of combustion : Carbon oxides (CO, CO2), nitrogen oxides (NOx), sulphur oxides (SOx), phosphorus oxides (POx), calcium oxides (CaOx), zinc oxides (ZnOx), molybdenum oxides (MoOx), boron oxides, smoke and irritating vapours as products of incomplete combustion. Extinguishing media Suitable : Use an extinguishing agent suitable for the surrounding fire. Not suitable : None known. Special exposure hazards : No specific hazard. Special protective : Fire-fighters should wear appropriate protective equipment and self-contained breathing equipment for fire-fighters apparatus (SCBA) with a full face-piece operated in positive pressure mode. Special remarks on fire : Low fire hazard. This material must be heated before ignition will occur. hazards Special remarks on : Do not pressurise, cut, weld, braze, solder, drill, grind or expose containers to heat or explosion hazards sources of ignition. 6 . Accidental release measures Personal precautions : Immediately contact emergency personnel. Keep unnecessary personnel away. Use suitable protective equipment. Environmental precautions : Avoid dispersal of spilt material and runoff and contact with soil, waterways, drains and sewers. Methods for cleaning up : If emergency personnel are unavailable, contain spilt material. For small spills, add absorbent (soil may be used in the absence of other suitable materials), scoop up material and place in a sealable, liquid-proof container for disposal. For large spills, dyke spilt material or otherwise contain material to ensure runoff does not reach a waterway. Place spilt material in an appropriate container for disposal. 7 . Handling and storage Handling : Keep away from heat. Keep away from sources of ignition. Empty containers pose a fire risk. Evaporate the residue under a fume hood. Ground all equipment containing material. Do not ingest. Do not breathe gas/fumes/vapour/spray. Wear suitable protective clothing. If ingested, seek medical advice immediately and show the container or the label. Keep away from incompatibles such as oxidising agents, acids. Storage : Keep container tightly closed. Store away from incompatible materials (see section 10). Keep container in a cool, well-ventilated area. 8 . Exposure controls/personal protection Product name Exposure limits Mixture of severely hydrotreated and ACGIH TLV (United States). Notes: (oil mist) hydrocracked base oil (petroleum). TWA: 5 mg/m3 8 hour/hours. STEL: 10 mg/m3 15 minute/minutes. Consult local authorities for acceptable exposure limits. Engineering measures : No special ventilation requirements. Good general ventilation should be sufficient to control airborne levels. If this product contains ingredients with exposure limits, use process enclosures, local exhaust ventilation or other engineering controls to keep worker exposure below any recommended or statutory limits. Personal protection Eyes : Safety eyewear complying with an approved standard should be used when a risk assessment indicates this is necessary to avoid exposure to liquid splashes, mists, gases or dusts. Skin : Personal protective equipment for the body should be selected based on the task being performed and the risks involved and should be approved by a specialist before handling this product.

Continued on Next Page Internet: www.petro-canada.ca/msds Page: 2/6 PETRO-CANADA SUPREME 5W-30, 10W-30, 10W-40, 20W-50 MOTOR OIL Page Number: 3 8 . Exposure controls/personal protection Respiratory : Use a properly fitted, air-purifying or air-fed respirator complying with an approved standard if a risk assessment indicates this is necessary. Respirator selection must be based on known or anticipated exposure levels, the hazards of the product and the safe working limits of the selected respirator. Recommended: organic vapour filter Hands : Chemical-resistant, impervious gloves complying with an approved standard should be worn at all times when handling chemical products if a risk assessment indicates this is necessary. Recommended: neoprene, nitrile, polyvinyl alcohol (PVA), Viton. Hygiene measures : Wash hands, forearms and face thoroughly after handling chemical products, before eating, smoking and using the lavatory and at the end of the working period. Appropriate techniques should be used to remove potentially contaminated clothing. Wash contaminated clothing before reusing. Ensure that eyewash stations and safety showers are close to the workstation location. 9 . Physical and chemical properties Physical state : Viscous liquid. Flash point : Open cup:>227°C (440.6°F) (Cleveland.). Auto-ignition temperature : Not available. Flammable limits : Not available. Colour : Light amber. Odour : Mild petroleum oil like. pH : Not applicable. Boiling/condensation point : Not available. Pour Point : 5W-30: -45ºC (-49ºF) 10W-30: -36ºC (-33ºF) 10W-40: -36ºC (-33ºF) 20W-50: -24ºC (-11ºF) Melting/freezing point : Not available. Relative density : 0.856 to 0.8784 kg/L @ 15ºC (59ºF) Vapour pressure : Not available. Vapour density : Not available. Volatility : Not available Odour threshold : Not available. Evaporation rate : Not available. Viscosity : 5W-30: 61.8 cSt @ 40°C (104ºF), 10.4 cSt @ 100ºC (212ºF), VI=159; 10W-30: 66.0 cSt @ 40°C (104ºF), 10.2 cSt @ 100ºC (212ºF), VI=141; 10W-40: 94.9 cSt @ 40°C (104ºF), 13.9 cSt @ 100ºC (212ºF), VI=149; 20W-50: 170.8 cSt @ 40°C (104ºF), 18.9 cSt @ 100ºC (212ºF), VI=125 Solubility : Insoluble in water. LogKow : Not available. Softening Point : Not available. Dropping Point : Not available. Penetration : Not available. Physical/chemical : Not available. properties comments 10 . Stability and reactivity Stability and reactivity : The product is stable. Conditions of instability : Not available. Incompatibility with various : Reactive with oxidising agents and acids. substances Hazardous decomposition : May release COx, H2S, alkyl mercaptans, methacrylate monomers, smoke and irritating vapours when products heated to decomposition. Hazardous polymerisation : Will not occur. Continued on Next Page Internet: www.petro-canada.ca/msds Page: 3/6 PETRO-CANADA SUPREME 5W-30, 10W-30, 10W-40, 20W-50 MOTOR OIL Page Number: 4 11 . Toxicological information Toxicity data Product/ingredient name Test Result Route Species Mixture of severely hydrotreated LD50 >5000 mg/kg Oral Rat and hydrocracked base oil LD50 >2000 mg/kg Dermal Rabbit (petroleum). LC50 >2500 mg/m3 (4 Inhalation Rat hour/hours) Specific effects Carcinogenic effects : Not listed as carcinogenic by OSHA, NTP or IARC. Mutagenic effects : No known significant effects or critical hazards. Teratogenicity / : No known significant effects or critical hazards. Reproductive toxicity Sensitisation Ingestion : No known significant effects or critical hazards. Inhalation : No known significant effects or critical hazards. Eyes : Slightly irritating to the eyes. Skin : Slightly irritating to the skin. Synergistic products : Not available. 12 . Ecological information Ecotoxicity data Product/ingredient name Species Period Result

Environmental precautions : No known significant effects or critical hazards. Bioconcentration factor Not available. BOD and COD Not available. Biodegradable/OECD Not available. Mobility Not available. Special remarks on the Not available. products of biodegradation 13 . Disposal considerations Disposal should be in accordance with applicable regional, national and local laws and regulations. Local regulations may be more stringent than regional or national requirements.

The information presented below only applies to the material as supplied. The identification based on characteristic(s) or listing may not apply if the material has been used or otherwise contaminated. It is the responsibility of the waste generator to determine the toxicity and physical properties of the material generated to determine the proper waste identification and disposal methods in compliance with applicable regulations.

Refer to Section 7: HANDLING AND STORAGE and Section 8: EXPOSURE CONTROLS/PERSONAL PROTECTION for additional handling information and protection of employees. Waste disposal : The generation of waste should be avoided or minimised wherever possible. Avoid dispersal of spilt material and runoff and contact with soil, waterways, drains and sewers. Disposal of this product, solutions and any by-products should at all times comply with the requirements of environmental protection and waste disposal legislation and any regional local authority requirements.

Continued on Next Page Internet: www.petro-canada.ca/msds Page: 4/6 PETRO-CANADA SUPREME 5W-30, 10W-30, 10W-40, 20W-50 MOTOR OIL Page Number: 5 14 . Transport information Regulatory UN number Proper shipping Class PG* Label Additional information name information TDG Classification Not - - - - regulated. DOT Classification Not available. Not available. Not - - available. PG* : Packing group 15 . Regulatory information United States HCS Classification : Not regulated. U.S. Federal regulations : Not available. Canada WHMIS (Canada) : Not controlled under WHMIS (Canada). This product has been classified according to the hazard criteria of the CPR and the MSDS contains all the information required by the CPR. EU regulations Risk phrases : This product is not classified according to EU legislation. International regulations International lists CANADA INVENTORY (DSL) : Not determined. EC INVENTORY (EINECS/ELINCS) : Listed TSCA 8(b) inventory : Listed 16 . Other information Hazardous Material : Health 1 Information System (U.S.A.) Fire hazard 1 Reactivity 0 Personal protection B National Fire Protection : Flammability Association (U.S.A.) 1 Health 1 0 Instability Special

References : Available upon request. * Marque de commerce de Petro-Canada - Trademark Date of printing : 7/28/2006. Date of issue : 7/24/2006. Date of previous issue : No previous validation. Responsible name : Product Safety - JDW Version : 1 For Copy of (M)SDS : The Canadian Controlled Products Regulations (CPR) (Under the Hazardous Products Act, part of the WHMIS legislation) only apply to WHMIS Controlled (i.e., hazardous) products. Therefore, the CPR and the 3-year update rule specified therein do not apply to WHMIS Non-Controlled products. Although this is true, customarily Petro-Canada reviews and updates Non-Controlled product MSDS if a customer requests such an update. These Non-Controlled product updates are given a lower priority than Controlled products but are handled as soon as practicable. If you would like to verify if the MSDS you have is the most current, or you require any further information, please contact:

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Lubricants: Western Canada, telephone: 1-800-661-1199; fax: (780) 464-9564 Ontario & Central Canada, telephone: 1-800-268-5850 and (905) 822-4222; fax: 1-800- 201-6285 Quebec & Eastern Canada, telephone: 1-800-576-1686; fax: 1-800-201-6285

For Product Safety Information: (905) 804-4752 Notice to reader To the best of our knowledge, the information contained herein is accurate. However, neither the above-named supplier, nor any of its subsidiaries, assumes any liability whatsoever for the accuracy or completeness of the information contained herein. Final determination of suitability of any material is the sole responsibility of the user. All materials may present unknown hazards and should be used with caution. Although certain hazards are described herein, we cannot guarantee that these are the only hazards that exist.

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WHMIS (Pictograms) WHMIS (Classification) Protective Clothing TDG (pictograms) Not controlled

Section 1. Chemical Product and Company Identification Product Name RELIANCE AW HYDRAULIC OIL 32, 46, 68 Code 490-143, RELAW32 490-144, RELAW46 490-145, RELAW68 Validated on 6/15/2001. Synonym Not available. Petro-Canada: 403-296-3000 Manufacturer PETRO-CANADA In case of Canutec Transportation: P.O. Box 2844 Emergency 613-996-6666 Calgary, Alberta Poison Control Centre: Consult T2P 3E3 local telephone directory for Material Uses These products are designed for use as heavy duty hydraulic power emergency number(s). transmission fluids and for lubrication where good anti-wear and anti-oxidation properties are required. They would typically be used in high-pressure hydraulic systems, machine tools, presses, compressors, pumps, gear sets, and centralized bearing lubrication systems in industrial plants and at mining and woodlands sites.

Section 2. Composition and Information on Ingredients Exposure Limits (ACGIH)

Name CAS # % (V/V) TLV-TWA(8 h) STEL CEILING 1) Severely hydrotreated hydrocarbon oil and additives Mixture 100 5 mg/m³ (oil mist) 10 mg/m³ (oil Not established mist)

Manufacturer Not applicable Recommendation Other Exposure Limits Consult local, state, provincial or territory authorities for acceptable exposure limits.

Section 3. Hazards Identification. Potential Health Non irritating to slight transient irritation to skin and eyes, but no permanent damage. Relatively non-toxic via ingestion. This Effects product has a low vapour pressure and is not expected to present an inhalation exposure at ambient conditions. Upon heating to high temperatures, or mechanical actions which may produce vapours or mists, inhalation of product may cause irritation of the breathing passages. For more information, refer to Section 11.

Section 4. First Aid Measures Eye Contact IMMEDIATELY flush eyes with running water for at least 15 minutes, keeping eyelids open. Seek medical attention. Skin Contact Remove contaminated clothing - launder before reuse. Wash gently and thoroughly the contaminated skin with running water and non-abrasive soap. Seek medical attention. Inhalation Evacuate the victim to a safe area as soon as possible. If the victim is not breathing, perform artificial respiration. Allow the victim to rest in a well ventilated area. Seek medical attention. Ingestion DO NOT induce vomiting because of danger of aspirating liquid into lungs. Seek medical attention. Note to Physician Not available

Section 5. Fire-fighting Measures Flammability May be combustible at high temperature. Flammable Limits Not available. Flash Points OPEN CUP: >196°C (384.8°F) (Cleveland) Auto-Ignition Not available. Temperature Fire Hazards Low fire hazard. This material must be heated Explosion Containers may explode in heat of fire. Do not in Presence of before ignition will occur. Hazards in cut, weld, heat, drill or pressurize empty Various Presence of container. Substances Various Substances Products of Carbon oxides (CO, CO2), nitrogen oxides (NOx), sulphur oxides (SOx), smoke and irritating vapours as products of Combustion incomplete combustion.

Continued on Next Page Available in French RELIANCE AW HYDRAULIC OIL 32, 46, 68 Page Number: 2

Fire Fighting NAERG96, GUIDE 171, Substances (low to moderate hazard). If tank, rail car or tank truck is involved in a fire, ISOLATE Media and for 800 meters (0.5 mile) in all directions; also, consider initial evacuation for 800 meters (0.5 mile) in all directions. Shut off Instructions fuel to fire if it is possible to do so without hazard. If this is impossible, withdraw from area and let fire burn out under controlled conditions. Withdraw immediately in case of rising sound from venting safety device or any discolouration of tank due to fire. Cool containing vessels with water spray in order to prevent pressure build-up, autoignition or explosion. SMALL FIRE: use DRY chemicals, foam, water spray or CO2. LARGE FIRE: use water spray, fog or foam. For small outdoor fires, portable fire extinguishers may be used, and self contained breathing apparatus (SCBA) may not be required. For all indoor fires and any significant outdoor fires, SCBA is required. Respiratory and eye protection are required for fire fighting personnel.

Section 6. Accidental Release Measures Material Release NAERG96, GUIDE 171, Substances (low to moderate hazard). ELIMINATE ALL IGNITION SOURCES. Avoid contact. Stop or Spill leak if without risk. Contain spill. Absorb with inert absorbents, dry clay, or diatomaceous earth. Avoid inhaling dust of diatomaceous earth for it may contain silica in very fine particle size, making this a potential respiratory hazard. Place used absorbent in closed metal containers for later disposal or burn absorbent in a suitable combustion chamber. DO NOT FLUSH TO SEWERS, STREAMS OR OTHER BODIES OF WATER. Check with applicable jurisdiction for specific disposal requirements of spilled material and empty containers. Notify the appropriate authorities immediately.

Section 7. Handling and Storage Handling Avoid inhalation and skin contact especially when handling used oil. Keep away from sources of ignition. DO NOT reuse empty containers without commercial cleaning or reconditioning. Practice good personal hygiene. Wash hands after handling and before eating. Launder work clothes frequently. Discard saturated leather goods. Storage Store in tightly closed containers in cool, dry, isolated, well-ventilated area, and away from incompatibles.

Section 9. Physical and Chemical Properties Physical State and Viscous liquid Viscosity 32: 32.0 cSt @ 40°C, 5.35 cSt @ 100°C, VI=99 Appearance 46: 46.0 cSt @ 40°C, 6.74 cSt @ 100°C, VI=99 68: 68.0 cSt @ 40°C, 8.69 cSt @ 100°C, VI=99 Colour Pale, Light green. Pour Point 32: -36°C 46: -33°C 68: -30°C Odour Hydrocarbon. Softening Point Not applicable. Odour Threshold Not available. Dropping Point Not applicable. Boiling Point Not available. Penetration Not applicable. Density 0.8693 to 0.8740 kg/L @ 15°C (59°F). Oil / Water Dist. Not available. Coefficient Vapour Density Not available. Ionicity (in water) Not available Vapour Pressure Negligible at ambient temperature and Dispersion Properties Not available. pressure. Volatility Non-volatile. Solubility Insoluble in water.

Continued on Next Page Available in French RELIANCE AW HYDRAULIC OIL 32, 46, 68 Page Number: 3

Section 10. Stability and Reactivity Corrosivity Copper corrosion, 3h, 100°C (ASTM D0130): 1a Stability The product is stable under normal handling Hazardous Will not occur under normal working conditions. and storage conditions. Polymerization Incompatible Reactive with oxidizing agents and acids. Decomposition May release COx, SOx, H2S, POx, CaOx, ZnOx, Substances / Products methacrylate monomers, alkyl mercaptans, Conditions to Avoid aldehydes, smoke and irritating vapours when heated to decomposition.

Section 11. Toxicological Information Routes of Entry Skin contact, eye contact, inhalation and ingestion. Acute Lethality Based on toxicity of components. Acute oral toxicity (LD50): >5000 mg/kg (rat). Acute dermal toxicity (LD50): >2000 mg/kg (rabbit). Chronic or Other Toxic Effects Dermal Route: Prolonged or repeated contact may cause skin irritation characterized by dermatitis or oil acne. Inhalation Route: Negligible breathing hazard at normal temperatures (up to 38°C) or recommended blending temperatures. Elevated temperatures or mechanical action may form vapours, mists or fumes. Inhalation of oil mists or vapours from hot oil may cause irritation of the upper respiratory tract. Oral Route: Low toxicity; has laxative effect. Eye Irritation/Inflammation: Repeated or prolonged contact may cause transient irritation, but no permanent damage. Immunotoxicity: Not available. Skin Sensitization: This product is not expected to be a skin sensitizer, based on the available data and the known hazards of the components. Respiratory Tract Sensitization: This product is not expected to be a respiratory tract sensitizer, based on the available data and the known hazards of the components. Mutagenic: Based on actual test results of base oils and results of similar products, severely hydrotreated base oils give negative results when tested for: (a) Salmonella Typhimurium TA98 using the Modified Ames Assay for Petroleum Product; (b) Salmonella-Escherichia coli/Mammalian-Microsome Reverse Mutation Assay (Ames test) with a Confirmatory Assay; (c) Structural Chromosomal Aberrations in Chinese Hamster Ovary (CHO) Cells. Reproductive Toxicity: This product is not expected to be a reproductive hazard, based on the available data and the known hazards of the components. Teratogenicity/Embryotoxicity: This product is not expected to be a teratogen or an embryotoxin, based on the available data and the known hazards of the components. Carcinogenicity (ACGIH): This product is not known to contain any chemicals at reportable quantities that are listed as A1 or A2 carcinogens by ACGIH. Carcinogenicity (IARC): This product is not known to contain any chemicals at reportable quantities that are listed as group 1, 2A or 2B carcinogens by IARC. Carcinogenicity (NTP): This product is not known to contain any chemicals at reportable quantities that are listed as carcinogens by NTP. Carcinogenicity (IRIS): Not available. Carcinogenicity (OSHA): This product is not known to contain any chemicals at reportable quantities that are listed as carcinogens by OSHA. Other Considerations No additional remark.

Section 12. Ecological Information Environmental Not available Persistance/ Not available Fate Bioaccumulation Potential BOD5 and COD Not available. Products of Not available. Biodegradation Additional Remarks No additional remark.

Section 13. Disposal Considerations Waste Disposal Spent/used/waste oil may meet the requirements of a hazardous waste. Consult your local or regional authorities. Preferred waste management priorities are: (1) recycle or reprocess; (2) incineration with energy recovery; (3) disposal at licensed waste disposal facility. Ensure that disposal or reprocessing is in compliance with government requirements and local disposal regulations.

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Section 14. Transport Information TDG Classification Not controlled under TDG (Canada). Special Provisions Not applicable. for Transport

Section 15. Regulatory Information Other This product is acceptable for use under the provisions of WHMIS-CPR. All components of this formulation are listed on the Regulations CEPA-DSL (Domestic Substances List).

All components of this formulation are listed on the US EPA-TSCA Inventory.

All components of this product are on the European Inventory of Existing Commercial Chemical Substances (EINECS).

This product has been classified in accordance with the hazard criteria of the Controlled Products Regulations (CPR) and the MSDS contains all of the information required by the CPR.

Please contact Product Safety for more information. DSD/DPD (Europe) Not evaluated. HCS (U.S.A.) Not controlled under the HCS (United States).

ADR (Europe) NOT EVALUATED FOR DOT (U.S.A) (Pictograms) EUROPEAN TRANSPORT (Pictograms) NON ÉVALUÉ POUR LE TRANSPORT EUROPÉEN. HMIS (U.S.A.) Health Hazard 1 NFPA (U.S.A.) Rating 0 Insignificant 1 Fire Hazard Fire Hazard 1 1 Slight Health 1 0 Reactivity 2 Moderate Reactivity 0 Specific hazard 3 High Personal Protection B 4 Extreme

Section 16. Other Information References Available upon request. * Marque de commerce de Petro-Canada - Trademark Glossary ACGIH - American Conference of Governmental Industrial Hygienists IRIS - Integrated Risk Information System ADR - Agreement on Dangerous goods by Road (Europe) LD50/LC50 - Lethal Dose/Concentration kill 50% ASTM - American Society for Testing and Materials ( LDLo/LCLo - Lowest Published Lethal Dose/Concentration BOD5 - Biological Oxygen Demand in 5 days NAERG'96 - North American Emergency Response Guide Book (1996) CAN/CGA B149.2 Propane Installation Code NFPA - National Fire Prevention Association CAS - Chemical Abstract Services NIOSH - National Institute for Occupational Safety & Health CEPA - Canadian Environmental Protection Act NPRI - National Pollutant Release Inventory CERCLA - Comprehensive Environmental Response, Compensation and Liability Act NSNR - New Substances Notification Regulations (Canada) CFR - Code of Federal Regulations NTP - National Toxicology Program CHIP - Chemicals Hazard Information and Packaging Approved Supply List OSHA - Occupational Safety & Health Administration COD5 - Chemical Oxygen Demand in 5 days PEL - Permissible Exposure Limit CPR - Controlled Products Regulations RCRA - Resource Conservation and Recovery Act DOT - Department of Transport SARA - Superfund Amendments and Reorganization Act DSCL - Dangerous Substances Classification and Labeling (Europe) SD - Single Dose DSD/DPD - Dangerous Substances or Dangerous Preparations Directives (Europe) STEL - Short Term Exposure Limit (15 minutes) DSL - Domestic Substance List TDG - Transportation Dangerous Goods (Canada) EEC/EU - European Economic Community/European Union TDLo/TCLo - Lowest Published Toxic Dose/Concentration EINECS - European Inventory of Existing Commercial Chemical Substances TLm - Median Tolerance Limit EPCRA - Emergency Planning and Community Right to Know Act TLV-TWA - Threshold Limit Value-Time Weighted Average FDA - Food and Drug Administration TSCA - Toxic Substances Control Act FIFRA - Federal Insecticide, Fungicide and Rodenticide Act USEPA - United States Environmental Protection Agency HCS - Hazardous Communication System USP - United States Pharmacopoeia HMIS - Hazardous Material Information System WHMIS - Workplace Hazardous Material Information System IARC - International Agency for Research on Cancer For Copy of MSDS Prepared by Product Safety - TAR on 6/15/2001. Lubricants: Data entry by Product Safety - JDW. Western Canada, telephone: 1-800-661-1199; fax: (780) 464-9564 Ontario & Central Canada, telephone: 1-800-268-5850 and (905) 822-4222; fax: 1-800-201-6285 Quebec & Eastern Canada, telephone: 1-800-576-1686; fax: 800-201-6285

WHMIS (Pictograms) WHMIS (Classification) Protective Clothing TDG (pictograms) Not controlled

Section 1. Chemical Product and Company Identification Product Name PCSYNTHETICBLENDAUTOMATIC Code PCSBATF, 460-858-0 TRANSMISSION FLUID Validated on 1/31/2006. Synonym Not available Manufacturer PETRO-CANADA In case of Petro-Canada: 403-296- P.O. Box 2844 Emergency3000 Calgary, Alberta Canutec Transportation: T2P 3E3 613-996-6666 Poison Control Centre: Material Uses A synthetic blend automatic transmission fluid designed primarily for Consult local telephone use in Ford and General Motors vehicles but suitable for use in other directory for emergency vehicle makes and as a hydraulic and power steering fluid in mobile number(s). equipment.

Section 2. Composition and Information on Ingredients Exposure Limits (ACGIH) Name CAS # % (W/W) TLV-TWA(8 h) STEL CEILING Mixture of severely hydrotreated and hydrocracked Mixture 100 5 mg/m³ (oil mist) 10 mg/m³ (oil Not base oil (petroleum) and other proprietary, non- mist) established hazardous additives. Manufacturer Not applicable Recommendation Other Exposure Consult local, state, provincial or territory authorities for acceptable exposure limits. Limits

Section 3. Hazards Identification. Potential Health Prolonged or repeated contact may cause skin irritation, defatting, drying and dermatitis. Not expected to Effects cause more than slight skin or eye irritation. With its relatively low vapour pressure, this product is not expected be inhaled in any appreciable quantity at ambient conditions. If heated to high temperatures or subjected to mechanical actions which produce vapours or mists, inhalation may cause respiratory tract irritation. Ingestion may produce a laxative effect. For more information refer to Section 11 of this MSDS.

Section 4. First Aid Measures Eye Contact No effects expected. If irritation does occur, flush contaminated eye(s) with lukewarm, gently flowing water for 5 minutes or until the chemical is removed. If irritation persists, obtain medical advice. Skin Contact Quickly and gently, blot or brush away excess chemical. Wash gently and thoroughly with water and non- abrasive soap for 5 minutes or until chemical is removed. Under running water, remove contaminated clothing, shoes and leather goods (e.g., watch bands, belts, etc.). If irritation persists, repeat flushing. Obtain medical advice immediately. Completely decontaminate clothing, shoes and leather goods before reuse or discard. Inhalation Remove source of contamination or move victim to fresh air. If irritation persists, obtain medical advice. Ingestion NEVER give anything by mouth if victim is rapidly losing consciousness, or is unconscious or convulsing. DO NOT INDUCE VOMITING. Have victim drink 240 to 300 mL (8 to 10 oz) of water to dilute material in stomach. If vomiting occurs naturally, rinse mouth and repeat administration of water. Obtain medical attention. Note to Physician Not available

Section 5. Fire-fighting Measures Flammability May be combustible at high temperature. Flammable Not available. Limits Flash Points CLOSED CUP: 160°C (320°F) (Pensky- Auto-Ignition Fire Point: Martens.) Temperature 212°C (413.6°F) OPEN CUP: 189°C (372.2°F) (Cleveland)

Continued on Next Page Internet: www.petro-canada.ca/msds Available in French PC SYNTHETIC BLEND AUTOMATIC TRANSMISSION FLUID Page Number: 2 Fire Hazards Low fire hazard. This material must be Explosion Do not cut, weld, heat, drill or pressurize in Presence of heated before ignition will occur. Hazards in empty container. Containers may explode Various Presence of in heat of fire. Substances Various Substances Products of Carbon oxides (CO, CO2), nitrogen oxides (NOx), smoke and irritating vapours as products of incomplete Combustion combustion. Fire Fighting NAERG2004, GUIDE 171, Substances (low to moderate hazard). If tank, rail car or tank truck is involved in a Media and fire, ISOLATE for 800 meters (0.5 mile) in all directions; also, consider initial evacuation for 800 meters (0.5 Instructions mile) in all directions. Shut off fuel to fire if it is possible to do so without hazard. If this is impossible, withdraw from area and let fire burn out under controlled conditions. Withdraw immediately in case of rising sound from venting safety device or any discolouration of tank due to fire. Cool containing vessels with water spray in order to prevent pressure build-up, autoignition or explosion. SMALL FIRE: use DRY chemicals, foam, water spray or CO2. LARGE FIRE: use water spray, fog or foam. For small outdoor fires, portable fire extinguishers may be used, and self contained breathing apparatus (SCBA) may not be required. For all indoor fires and any significant outdoor fires, SCBA is required. Respiratory and eye protection are required for fire fighting personnel.

Section 6. Accidental Release Measures Material Release Consult current National Emergency Response Guide Book (NAERG) for appropriate spill measures if or Spill necessary. Extinguish all ignition sources. Stop leak if safe to do so. Dike spilled material. Use appropriate inert absorbent material to absorb spilled product. Collect used absorbent for later disposal. Avoid contact with spilled material. Avoid contaminating sewers, streams, rivers and other water courses with spilled material. Notify appropriate authorities immediately.

Section 7. Handling and Storage Handling Avoid contact with any sources of ignition, flames, heat, and sparks. Avoid skin contact. Avoid eye contact. Avoid inhalation of product vapours or mists. Empty containers may contain product residue. Do not pressurize, cut, heat, or weld empty containers. Do not reuse containers without commercial cleaning and/or reconditioning. Personnel who handle this material should practice good personal hygiene during and after handling to help prevent accidental ingestion of this product. Properly dispose of contaminated leather articles including shoes that cannot be decontaminated. Storage Store away from incompatible and reactive materials (See section 5 and 10). Keep container tightly closed. Store in dry, cool, well-ventilated area.

Section 8. Exposure Controls/Personal Protection Engineering For normal application, special ventilation is not necessary. If user's operations generate vapours or mist, use Controls ventilation to keep exposure to airborne contaminants below the exposure limit. Make-up air should always be supplied to balance air removed by exhaust ventilation. Ensure that eyewash station and safety shower are close to work-station. Personal Protection - The selection of personal protective equipment varies, depending upon conditions of use. Eyes As a minimum, safety glasses with side shields should be worn when handling this material. Body If this material may come in contact with the body during handling and use, we recommend wearing appropriate protective clothing to prevent contact with the skin. (Contact your PPE provider for more information.) Respiratory A NIOSH-approved air-purifying respirator with an organic vapour cartridge or canister with a dust, fume of mist filter (R, or P series) may be permissible under certain circumstances where airborne concentrations are expected to exceed exposure limits. Protection provided by air-purifying respirators is limited. A NIOSH- approved positive-pressure, air-supplied respirator or self-contained breathing apparatus may be permissible under certain circumstances where airborne concentrations are expected to exceed exposure limits. Hands If this material may come in contact with the hands during handling and use, we recommend wearing gloves of the following material(s): neoprene, nitrile, polyvinyl alcohol (PVA), fluoro-elastomer. Consult your PPE provider for breakthrough times and the specific glove that is best for you based on your use patterns. It should be realized that eventually any material regardless of their imperviousness, will get permeated by chemicals. Therefore, protective gloves should be regularly checked for wear and tear. At the first signs of hardening and cracks, they should be changed. Feet Wear appropriate footwear to prevent product from coming in contact with feet and skin.

Continued on Next Page Internet: www.petro-canada.ca/msds Available in French PC SYNTHETIC BLEND AUTOMATIC TRANSMISSION FLUID Page Number: 3

Section 9. Physical and Chemical Properties Physical State and Viscous liquid. Viscosity 34.3 cSt @ 40°C (104°F), 7.8 cSt @ Appearance 100°C (212°F), VI=208 Colour Dark red. Pour Point -45ºC (-49ºF) Odour No odour or slight petroleum oil like. Softening Point Not applicable. Odour Threshold Not available. Dropping Point Not applicable. Boiling Point Not available. Penetration Not applicable.

Density 0.8544 kg/L @ 15°C (59°F). Oil / Water Dist. Not available Coefficient Vapour Density Not available. Ionicity (in water) Not available Vapour Pressure Negligible at ambient temperature and Dispersion Not available pressure. Properties Volatility Non-volatile. Solubility Insoluble in water.

Section 10. Stability and Reactivity Corrosivity Copper corrosion, 3h, 149°C (ASTM D0130): 1b. Stability The product is stable under normal Hazardous Will not occur under normal working handling and storage conditions. Polymerization conditions. Incompatible Reactive with oxidizing agents and Decomposition May release COx, NOx, smoke and irritating Substances / reducing agents. Products vapours when heated to decomposition. Conditions to Avoid

Section 11. Toxicological Information Routes of Entry Skin contact, eye contact, inhalation, and ingestion. Acute Lethality Acute toxicity information is not available for the product as a whole, therefore, data for the base oils are provided below: Acute Oral toxicity (LD50): >5000 mg/kg (rat) Acute Dermal toxicity (LD50): >2000 mg/kg (rabbit) Acute Inhalation toxicity (LC50): >2500 mg/m³/4h (rat) Chronic or Other Toxic Effects Dermal Route: Prolonged or repeated contact may defat and dry skin, and cause dermatitis. Short-term exposure is expected to cause only slight irritation, if any. Inhalation Route: With its relatively low vapour pressure, this product is not expected be inhaled in any appreciable quantity at ambient conditions. If heated to high temperatures or subjected to mechanical actions which produce vapours or mists, inhalation may cause respiratory tract irritation. Oral Route: Ingestion of this product may lead to aspiration of the liquid, especially if vomiting occurs. This may result in chemical pneumonitis (inflammation of the lungs) and/or pulmonary edema (an accumulation of fluid in the lungs). May produce a laxative effect. Eye Irritation/Inflammation: Short-term exposure is expected to cause only slight irritation, if any. Immunotoxicity: Not available. Skin Sensitization: Contact with this product is not expected to cause skin sensitization, based upon the available data and the known hazards of the components. Respiratory Tract Contact with this product is not expected to cause respiratory tract sensitization, based upon the Sensitization: available data and the known hazards of the components. Mutagenic: This product is not known to contain any components at >= 0.1% that have been shown to cause mutagenicity. Therefore, based upon the available data and the known hazards of the components, this product is not expected to be a mutagen. Reproductive Toxicity: This product is not known to contain any components at >= 0.1% that have been shown to cause reproductive toxicity. Therefore, based upon the available data and the known hazards of the components, this product is not expected to be a reproductive toxin. Teratogenicity/Embryotoxicity: This product is not known to contain any components at >= 0.1% that have been shown to cause teratogenicity and/or embryotoxicity. Therefore, based upon the available data and the known hazards of the components, this product is not expected to be a teratogen/embryotoxin. Carcinogenicity (ACGIH): This product is not known to contain any chemicals at reportable quantities that are listed as Group A1 or A2 carcinogens by ACGIH. Carcinogenicity (IARC): This product is not known to contain any chemicals at reportable quantities that are listed as Group 1, 2A, or 2B carcinogens by IARC. Continued on Next Page Internet: www.petro-canada.ca/msds Available in French PC SYNTHETIC BLEND AUTOMATIC TRANSMISSION FLUID Page Number: 4

Section 14. Transport Information TDG Classification Not a hazardous material for transport Special Provisions Not applicable. according to the TDG Regulations. for Transport (Canada)

All components of this formulation are listed on the US EPA-TSCA Inventory.

This product has been classified in accordance with the hazard criteria of the Controlled Products Regulations (CPR) and the MSDS contains all of the information required by the CPR.

Please contact Product Safety for more information. DSD/DPD (Europe) For European classification and inventory HCS (U.S.A.) Does not meet the definitions of a health or information please see the European physical hazard according to the OSHA - version of this MSDS. Hazard Communication Standard. (United States) ADR (Europe) NOT EVALUATED FOR DOT (U.S.A) EUROPEAN TRANSPORT (Pictograms) (Pictograms) NON ÉVALUÉ POUR LE TRANSPORT EUROPÉEN. Health Hazard 1 Rating 0 Insignificant HMIS (U.S.A.) NFPA (U.S.A.) 1 Fire Hazard 1 Slight Fire Hazard 1 Health 1 0 Reactivity 2 Moderate Reactivity 0 Specific hazard 3 High Personal Protection B 4 Extreme

Continued on Next Page Internet: www.petro-canada.ca/msds Available in French PC SYNTHETIC BLEND AUTOMATIC TRANSMISSION FLUID Page Number: 5

List NTP - National Toxicology Program COD - Chemical Oxygen Demand OSHA - Occupational Safety & Health Administration CPR - Controlled Products Regulations PEL - Permissible Exposure Limit DOT - Department of Transportation (U.S.A.) RCRA - Resource Conservation and Recovery Act DSCL - Dangerous Substances Classification and Labeling (Europe) SARA - Superfund Amendments and Reorganization Act DSD/DPD - Dangerous Substance or Dangerous Preparations STEL - Short Term Exposure Limit (15 minutes) Directives (Europe) TDG - Transportation Dangerous Goods (Canada) DSL - Domestic Substance List (Canada) TDLo/TCLo - Lowest Published Toxic Dose/Concentration EEC/EU - European Economic Community/European Union TLV-TWA - Threshold Limit Value-Time Weighted Average EINECS - European Inventory of Existing Commercial Chemical TLm - Median Tolerance Limit Substances TSCA - Toxic Substances Control Act EPCRA - Emergency Planning And Community Right-To-Know Act USEPA - United States Environmental Protection Agency FDA - Food and Drug Administration USP - United States Pharmacopoeia FIFRA - Federal Insecticide, Fungicide, and Rodenticide Act WHMIS - Workplace Hazardous Material Information System For Copy of MSDS Prepared by Product Safety - JDW on 1/31/2006. The Canadian Controlled Products Regulations (CPR) (Under the Hazardous Data entry by Product Safety - JDW. Products Act, part of the WHMIS legislation) only apply to WHMIS Controlled (i.e., hazardous) products. Therefore, the CPR and the 3-year update rule specified therein do not apply to WHMIS Non-Controlled products. Although this is true, customarily Petro-Canada reviews and updates Non-Controlled product MSDS if a customer requests such an update. These Non-Controlled product updates are given a lower priority than Controlled products but are handled as soon as practicable. If you would like to verify if the MSDS you have is the most current, or you require any further information, please contact:

Internet: www.petro-canada.ca/msds

Lubricants: Western Canada, telephone: 1-800-661-1199; fax: (780) 464-9564 Ontario & Central Canada, telephone: 1-800-268-5850 and (905) 822-4222; fax: 1-800-201-6285 Quebec & Eastern Canada, telephone: 1-800-576-1686; fax: 1-800-201-6285

For Product Safety Information: (905) 804-4752

To the best of our knowledge, the information contained herein is accurate. However, neither the above named supplier nor any of its subsidiaries assumes any liability whatsoever for the accuracy or completeness of the information contained herein. Final determination of suitability of any material is the sole responsibility of the user. All materials may present unknown hazards and should be used with caution. Although certain hazards are described herein, we cannot guarantee that these are the only hazards that exist. Material Safety Data I Fiche signaletique

WESTCOAST DRILLING SUPPLIES LTD. EMERGENCY 1-800-665-6645 806~ River Way, Delta, British Columbia, Canada V4G 1 L3 Ph. <604> 940·6050 Fax <604> 940-6080

SECTION I: IDENTIFICATION OF PRODUCT

PRODUCT NAME: 550X® POLYMER

CHEMICAL FAMILY: Anionic water soluble polymer PRODUCT USE: Drilling mud additive WHMIS CLASSIFICATION: Not WHMIS regulated

TRANSPORTATION OF DANGEROUS GOODS (TDGR) CLASSIFICTION: Not applicable PACKAGE GROUP: Not applicable UN NUMBER (PIN) Not applicable

SECTION II: HAZARDOUS INGREDIENTS

INGREDIENT PERCENTAGE CAS NUMBER LD50 LC50

No hazardous ingredients

SECTION III: HEALTH HAZARDS

ROUTES OF ENTRY [XXX] Skin [XXX] Eye Contact [XXX} Inhalation [XXX} Ingestion

THRESHOLD LIMIT VALVE: Not determined SKIN CONTACT: No effects of exposure expected due to contact. Prolonged contact may cause slight skin irritation or dermatitis in some individuals. EYE CONTACT: No effects of exposure expected with the exception of mechanical irritation. INGESTION: No adverse effects expected. Product may swell in throat causing choking. INHALATION: May cause sneezing, slight irritation of nose and throat.

SECTION IV: FIRST AID MEASURES

SKIN CONTACT: Wash with soap and water as a precaution. In case of persistent skin irritation, consult a physician. EYE CONTACT: Rinse thoroughly with plenty of water, also under the eyelid. In case of persistent eye irritation, consult a physician. INGESTION: The product is not considered toxic based on studies on laboratory animals. Do not induce vomiting, give 2-3 glasses of water. INHALATION: Move to fresh air. If not breathing give artificial respiration. Seek medical attention.

WESTCOAST DRILLING SUPPLIES LTD. Material Safety Data I Fiche signaletiQue

WESTCOAST DRILLING SUPPLIES LTD. EMERCENCY 1-800-665-6645 8069 River way, Delta, British Columbia, Canada V4C 1 L3 Ph. (604) 940-6050 Fax (604) 940-6080

550X® POLYMER

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SECTION V: PHYSICAL DATA

APPEARANCE White granular solid ODOR None SPECIFIC GRAVITY not determined BOILING POINT {0 C) Not applicable MELTING POINT (0 C) Not determined SOLUBILITY IN WATER Forms a gel PERCENT VOLATILE BY VOLUME Not determined EVAPORATION RATE Not determined VAPOR PRESSURE (mm Hg) Not determined VAPOR DENSITY (Air=l) Not determined pH 4-9@5g/L

SECTION VI: FIRE AND EXPLOSION HAZARD DATA

FLASHPOINT not applicable FLAMMABLE LIMITS Not determined EXTINGUISHING MEDIA Not determined SPECIAL FIRE FIGHTING Aqueous solutions or powders that become wet render surfaces PROCEDURES extremely slippery. UNUSUAL FIRE AND EXPLOSION No special equipment required. HAZARDS

SECTION VII: REACTIVITY DATA

ST ABILITY [XXX} Stable [ ] Unstable INCOMPATIBILITY (Conditions to avoid) Oxidizing agents CONDITIONS OF REACTIVITY Not known HAZARDOUS DECOMPOSTION NOx, COx PRODUCTS HAZARDOUS POLYMERIZATION [XXX] Will not occur [ ] May occur

WESTCOAST DRILLINC SUPPLIES LTD. Material Safety Data I Fiche signaletiQue

WESTCOAST DRILLING SUPPLIES LTD. EMERCENCY 1-800-665.;6645 8069 River Way, Delta, British Columbia, Canada V4C 1 L3 · Ph. <604) 940-6050 Fax <604) 940-6080

550X® POLYMER

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SECTION VIII: PREVENTIVE MEASURES

SPECIAL PROTECTION INFORMATION

RESPIRATORY PROTECTION Dust masks are recommended where concentration of total dust is more than 10 mg/m3 VENTILATION General mechanical PROTECTIVE GLOVES Chemically resistant EYE PROTECTION Safety glasses with side shields OTHER PROTECTIVE EQUJPMENT (Specify) Not known

ACCIDENTAL RELEASE MEASURES

STEPS TO BE TAKEN IN CASE THE MATERIAL IS SPILLED OR RELEASED

Do not flush with water. Clean up promptly by sweeping or vacuum Keep in suitable and closed containers for disposal. After cleaning, flush away trace with water.

PRECAUTIONS TO BE TAKEN IN HANDLING AND STORING

A void contact with skin and eyes. Avoid dust formation. Do not breathe dust. Wash hands before breaks and at the end of the day. Keep in a cool dry place (0 - 30 °C)

WASTE DISPOSAL METHOD

Can be land filled or incinerated, when in compliance with local, provincial and federal regulations.

SECTION IX: PREPARATION

The information contained herein is given in good faith, but no warranty, expressed or implied is made.

DATE ISSUED: August, 2001 DATE REVISED: January 2005

BY: Product Safety Committees

WESTCOAST DRILLINC SUPPLIES LTD. ·::- J~•• Material 'SC:.tety 'Data':Sheet I Fkhe sigrlaletique • > .. • "

WESTCOAST DRILLING SUPPLIES LTD. EMERGENCY 1-800-665-6645 8069 River Way, Delta, British Columbia, Canada V4G 1 L3 Ph. (604) 940-6050 Fax (604) 940-6080

SECTION I: IDENTIF1CATION OF PRODUCT PRODUCT NAME: PELADOW® PRODUCT USE: Oil Well Fluid Additive CHEMICAL FAMILY: Calcium Chloride (>90%)

WORK PLACE HAZARDOUS MATERIALS INFORMATION SYSTEM (WHMIS) WHMIS CLASSIFICATION: Class D-2(B) WORK PLACE HAZARD: Skin and Eye Irritant

TRANSPORTATION OF DANGEROUS GOODS (TDGR) SHIPPING NAME: Not Regulated UnderTDG TDG CLASSIFICATION: Not applicable PACKAGE GROUP: Not applicable PRODUCT IDENTIFICATION NUMBER (PIN): Not applicable

I SECTION Il: HAZARDOUS INGREDIENTS j INGREDIENT PERCENTAGE CASNUMBER LD50 (oral rat) Calcium Chloride 91 - 92% 10043-52-4 900-2100 mg I kg (100%) Sodium Chloride 1-2% 7647-14-5 Not available I Potassium Chloride 2-3% 7447-40-7 Not available Strontium Chloride 1% 10476-85-4 Not available

SECTION ID: TOXICOLOGICAL PROPERTIES ROUTE OF ENTRY: [XX] Skin, [XX] Eye Contact, [XX] Inhalation, [XX] Ingestion

EYE CONTACT: Dusts may cause moderate to severe eye irritation. with corneal injury that may be slow to heal. Wben dissolving, the heat produced may cause more intense effects as well as thermal burns. SKIN CONTACT: Short single exposure not likely to cause significant skin irritation. Prolonged or repeated exposure may cause skin irritation, even a burn. May cause more severe response if skin is damp and/or abraded, or if material is confined to skin. When dissolving, the heat produced may cause more intense effects as well as thermal bums. DOT classification: Noncorrosive. SKIN ABSORPTION: A single prolonged exposure is not likely to result in the materiai being absorbed through the skin i harmful amounts. The LDso for skin absorption in rabbits is >5000 mg I kg. INGESTION: Single dose oral toxicity is low. Swallowing solids may cc:use gastro-intestinal irritation or ulceration. INHALATION: Vapours are unlikely due to physical properties. Dust may cause irritation of upper respiratory tract.

SECTION IV: FIRST AID MEASURES SKIN CONTACT: Immediately wash skin with lots of soap and water. Remove contaminated clothing and shoes; wash before reuses. Get medical attention if irritation persists after washing. EYE CONTACT: Get immediate medical attention. Immediately flush eyes with lots of running water for 15 minutes, lifting the upper and lower eyelids occasionally.

WESTCOAST DRILLING SUPPLIES LTD. WESTCOAST DRILLING SUPPLIES LTD. 8069 River Way, Delta, British Columbia, Canada V4G 1L3 Phone: (604) 940-6050 . Fax: (604) 940-6080 Toll Free: 1-800-665-6645

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INGESTION: If conscious, immediately induce vomiting. Get immediate medical attention. Do not give anything by mouth to an unconscious or convulsing person. INHALATION: remove to fresh air. Give artificial respiration if not breathing. Get immediate medical attention. NOTE TO PHYSICIAN: If burn is present, treat as any thermal bum, after decontamination, No specific antidote. Support ive care. Treatment based on judgement of the physician in response to reactions of patient.

SECTION V: PHYSICAL DATA

APPEARANCE AND ODOR: White to off-white powder; odorless. DENSITY (SPECIFlC GRAVITY): 2.2 glee BOILING POINT: 198° c MELTING POINT: Approximately 230° C WATER SOLUBILITY: Soluble pH 7-10 % VOLATILE BY VOLUME: Not applicable EVAPORATION RATE: Not applicable VAPOR PRESSURE: (mm Hg) 0.009 mm Hg 20° C VAPOR DENSITY: (Air = 1) Not applicable

SECTION VI: FIRE AND EXPLOSION HAZARD DATA

FLASH POINT: Not applicable FLAMMABLE LIMIT: Not applicable EXTINGIBSHING MEDIA: This material is not combustible SPECIAL FIRE FIGHTING PROCEDURES: Self-contained respirators required for fire-fighting personnel UNUSUAL FIRE AND EXPLOSION HAZARDS: None

SECTION VII: REACTIVITY DATA STABLE [XXX] INSTABLE [ ] INCOMPATIBILITY (CONDITIONS TO AVOID): (Specific Materials to Avoid) Calcium Chloride will: corrode most metals exposed to air, attack aluminium (and its alloys) and yellow brass; react with sulphuric acid to form hydrogen chlorid~ which is corrosive, irritating, and reactive; give an exothermic reaction with water-reactive materials such as sodium; result in a runaway polym erization reaction with methyl vinyl ether (Bretherick, 1979); and, in solution form react with zinc (galvanizing) to yield hydrogen gas which is explosive (Ibid.). (Bretherick, L. 1979, Handbook of Reactive Chemical Hazards, 2nd Ed.) HAZARDOUS DECOMPOSITION PRODUCTS: Not Applicable HAZARDOUS POLYMERIZATION: Will not occur [XX] May occur [ ]

~ECTION VIII: PREVENTATIVE MEASURES

~~~~~~~~~~~~~~~~~~~~- RESPIRATORY PROTECTION: Approved dust respirator mask VENTILATION: Local mechanical exhaust PROTECTIVE GLOVES: Rubber gloves. EYE PROTECTION: Chemical goggles. OTHER PROTECTIVE EQUIPMENT: An eyewash and safety shower should be nearby and ready for use. WESTCOAST DRILLING SUPPLIES LTD. 8069 River Way, Delta, British Columbia, Canada V4G 1L3 Phone: (604) 940-6050 · Fax: (604) 940-6080 Toll Free: 1-800-665-6645

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PRECAUTIONS TO BE TAKEN IN HANDLING AND STORAGE: Avoid eye and prolonged skin contact, Always use cool water (temperature less than 27° C), when dissolving calcium chloride. Heat developed by solutions is very high during dissolving and mixing. When exposed to atmosphere, calcium chloride will pick up water and form a solution. Leather clothing and shoes will be damaged by calcium chloride.

STEPS TO BE TAKEN IN CASE OF SPILL OR LEAK: Losses incidental to correct applications of this product in its intended uses are not expected to be harmful to the environ ment. Wear appropriate safety apparel during clean-up. Avoid entry of large amount of product into sewers, natural waters, and drinking water sources. Due to possible harmful effects. Avoid contact with vegetation, animals and fish life. Recover quickly into suitable, dry sealable containers if reusing. Small quantities may be flushed away with plenty of water. Walk ing surfaces may remain wet longer due to moisture being held by spilled product - avoid by thoroughly water washing surfaces.

WASTE DISPOSAL METHOD: Dispose of contaminated product and materials used in cleaning up spills or leaks in a manner approved for this material. Consult appropriate regulatory agencies to ascertain proper disposal procedures

SECTION IX: PREPARATION

The information contained herein is given in good faith, but no warranty, expressed or implied is made. DATE ISSUED: December 15, 1994 DATE REVISED: BY: Product Safety Committee YELLOWKNIFE CITY GOLD PROJECT

ABANDONMENT & RESTORATION PLAN

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Effective February 1, 2014

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TerraX Minerals Inc.

YELLOWKNIFE CITY GOLD PROJECT, NT

ABANDONMENT & RESTORATION PLAN

NTS 085J/09

Latitudes 62O 32’ 13”N and 62O 40’ 37”N Longitudes 114O 17’ 03”W and 114O 23’ 08”W

Effective: 01 February 2014

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TABLE OF CONTENTS

Page 1. INTRODUCTION 1

2. DESCRIPTION OF FACILITY 2 2.1 Corporate Details 2.2 Property Details

3. ONGOING ABANDONMENT AND RESTORATION 3 PROCEDURES AND SEASONAL CLOSURES 3.1 Buildings and Contents 3 3.2 Fuel Caches and Chemical Storage 3 3.3 Waste 3 3.4 Drill Sites 3 3.5 Core Storage 4 3.6 Contamination Clean Up 4 3.7 Inspection and Documentation 4

4. FINAL ABANDONMENT AND RESTORATION 4 4.1 Buildings and Contents 4 4.2 Equipment 4 4.3 Fuel Caches and Chemical Storage 4 4.4 Drill Sites 5 4.5 Contamination Clean Up 5 4.6 Inspection and Documentation 5

TABLE 1 Emergency Contacts 5

APPENDIX I Maps

APPENDIX II Drill Site Clean-up Check Sheet

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ABANDONMENT AND RESTORATION PLAN NORTHBELT PROPERTY, NWT

1. INTRODUCTION This Abandonment and Restoration Plan has been prepared specifically for the Northbelt Property held by TerraX Minerals Inc. (“TerraX”). The Northbelt Property is located in the south-central Northwest Territories, approximately 10 kilometres north or Yellowknife (see Appendix I for property location maps).

The Northbelt Property is comprised of 121 contiguous mineral leases with an area of 8,022.55 acres; the leases are listed in Table 1. The leases are illustrated in Appendix I. TerraX is the registered holder with a 100% interest.

TerraX intends to carry out exploration work including prospecting, mapping, sampling and diamond drilling planned for early 2014. During active periods of exploration the number of personnel on-site will vary depending upon the nature of the work being conducted.

All personnel will be housed in Yellowknife and no structures of any kind will be constructed on the Northbelt Property itself.

For the winter/spring 2014 program, the number of workers on the property will vary between a minimum of 2-4 individuals to a maximum of 7 individuals consisting of one geologist, five drillers/helpers/foreman (two shifts per day, so 2-3 workers at any given time), and one core cutter/field technician.

Exploration work may take place year-round and access to the property is via existing roads and trails, and in winter by utilizing existing ice roads that are established annually for general multi-use access into the area of Vee Lake/Walsh Lake/Banting Lake which are within or proximal to the Northbelt property.

This property is in the early stages of exploration. The current exploration plans involve techniques which leave little to no trace on the land. Once all work on the property is complete no equipment or waste will remain and all work sites will be inspected.

TerraX Minerals Inc. - Abandonment & Restoration Plan – Yellowknife City Gold Project, NT 1

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2. DESCRIPTION OF OWNERSHIP AND FACILITY 2.1 CORPORATE DETAILS TerraX Minerals Inc. 10 Green Street Suite 312 Ottawa, ON K2J 3Z6 Canada Phone: (613) 843-8109 Fax: (613) 843-8110

Attention: Joseph Campbell

2.2 PROPERTY DETAILS Project Manager Joe Campbell, President TerraX Minerals Inc. (613) 843-8109 (office) (613) 843-8110 (office fax)

Facility Drill Sites – a fuel storage/transfer area will be located at each active drill site. All core logging will be completed in Yellowknife.

Locations Fuel and drill additives (if required) will be stored in the vicinity of each drill site for immediate usage and placed a safe distance from the drilling equipment and well away (>30m) from the high water mark of any water bodies. Excess fuel will be stored in Yellowknife and delivered on a daily basis, or less frequently as required.

Size Fuel stored in engineered portable tanks with of approximately 400 litres of diesel within engineered tankage on the drill, one 100- lb cylinder of propane and one small safety container (20 litres) of gasoline for ATV and snowmobile use. In addition water pumps will have approximately 50 litres of fuel stored in water pump tank and approximately 100 litres in 20 litre safety containers or 100 litre safety transfer caddy with rotary pump.

Storage Capacity Fuel temporarily stored at each drill site will be: 400 litres diesel within engineered tanks 1 container of gasoline (20 litres) 1 propane cylinder (100 lb) 3 containers (80 litres) liquid polymer 4 bags (100 kilograms) calcium chloride, 4 containers (80 litres) engine oil.

TerraX Minerals Inc. - Abandonment & Restoration Plan – Yellowknife City Gold Project, NT 2

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3. ONGOING ABANDONMENT AND RESTORATION PROCEDURES AND SEASONAL CLOSURES Restoration of the work sites will be performed on a continuing basis and all work under the Abandonment and Restoration Plan will be completed prior to the date of expiry of the land use permit unless renewal applications are submitted and approved. Empty fuel containers will be removed from site on a daily basis. Once a drill site is retired, a thorough inspection will be conducted (see Appendix II). Any contamination will be cleaned up according to the Spill Contingency Plan and debris will be removed from the site.

At the end of each active exploration program, work will be performed to ensure the site is left in a clean and tidy manner. Abandoned drill sites will be revisited on an ongoing basis as drill materials are often exposed as water levels in sumps and collars recede. As well various actions will be carried out to ensure the site is left secure between active periods of exploration work. The following details both the seasonal winterization procedures as well as the ongoing maintenance and restoration procedures that are practiced on a continuing basis throughout the land use operation:

3.1 Buildings and Contents No buildings of any kind will be constructed on the Northbelt Property lands.

3.2 Fuel and Chemical Storage & Transfer Areas All fuel containers will be removed from the property prior to leaving at the end of the field season. A thorough inspection of all fuel transfer areas will be completed and empty fuel containers will be removed from site on an ongoing basis (usually daily) throughout any active exploration program.

Chemicals will not be stored on site. All chemicals will be removed from the site for storage and or disposal at the end of each exploration program.

3.3 Waste During active exploration programs all waste will be removed from site on an ongoing basis. Materials will be disposed of in the Yellowknife waste management facility.

3.4 Drill Sites Upon completion of each drill program the drill will be dismantled into its main components as per the drilling contractor’s procedures, packaged and secured along with its ancillary equipment and rods and removed from the property.

As much as possible, drill sites will be restored immediately after the drill has been moved to the next site (on average, each hole is completed in three days). Each location will be restored to previous conditions by performing the following activities:

• Drill cuttings will be deposited in a sump or natural depression located more than 30m from the ordinary high water mark; • All drilling sumps will be back-filled, burying the cuttings and sludges if appropriate; • All fuel containers and drilling equipment will be removed from the site immediately upon completion of each hole;

TerraX Minerals Inc. - Abandonment & Restoration Plan – Yellowknife City Gold Project, NT 3

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• Each drill site will be inspected to ensure that all garbage (combustible and non- combustible) has been collected and removed from the area. Waste will be disposed of in the Yelowknife waste management facility; • If the crew members discover waste of any type left behind by others during previous exploration activity, every effort will be made to remove it from the area and have it disposed of within the Yellowknife waste management facility; and • A final inspection of the site (see Appendix II) will ensure that there is no remaining material at the site and that there is little/no evidence of TerraX’s land use operation upon completion of the drill hole.

3.5 Core Storage No core will be stored on the property. All core will be transported to Yellowknife and will be stored in core racks at TerraX’s core facility at the Yellowknife airport.

3.6 Contamination Clean Up Any soil, snow or ice around fuel caches or drill sites that has become contaminated and gone unnoticed will be treated as per the Spill Contingency Plan. Contaminated material will be removed from site and disposed of at the Yellowknife waste management facility using the fees and procedures proscribed by that facility. Before and after photos will be taken to document the contamination and the clean up.

3.7 Inspection and Documentation A complete inspection will be conducted of all areas prior to seasonal closure. Photos will be taken to document the conditions prior to leaving the site for the winter. A full inventory will be conducted.

4. FINAL ABANDONMENT AND RESTORATION As work on the Northbelt Property is currently still in the “grass roots” stage of exploration activities it is not practicable at this time to subscribe to a definitive schedule for the conclusion of this land use operation, however upon its completion the following procedures will be followed to allow for proper abandonment and reclamation of the area:

4.1 Buildings and Contents Not applicable.

4.2 Equipment All equipment, including pumps, generators, etc. will be dismantled and removed from the project area.

4.3 Fuel and Chemical Storage and Transfer Areas All fuel containers will be removed. All areas where there have been fuel storage or transfer areas will be thoroughly inspected. Any contamination will be cleaned up as well as any debris removed. Contaminated soil will be handled as per the Spill Contingency Plan. Final photos will be taken of all fuel caches for inclusion in the final report.

All chemicals will be removed from site. Areas where chemicals have been stored will be inspected to ensure that there has been no contamination.

TerraX Minerals Inc. - Abandonment & Restoration Plan – Yellowknife City Gold Project, NT 4

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4.4 Drill Sites The drill will be dismantled into its main components as per the drilling contractor procedure, packaged and secured along with its ancillary equipment and rods, and transported off the property.

All drill sites will be inspected for soil contamination. Any remaining waste will be taken to the Yellowknife waste management facility. Sludge sumps will be filled and leveled.

An inspection will be conducted to ensure that all drill sites are/have been restored and sumps have been covered and leveled. On sites subject to final abandonment (no future work activity planned) a program of placement of organics (peat moss), and fertilization will be implemented to promote re-growth on drill cuttings

4.5 Contamination Clean Up Any contamination will be treated as per the Spill Contingency Plan. Before and after photos will be taken to document any contamination and the clean up.

4.6 Inspection and Documentation A complete inspection will be conducted of all areas prior to closure. Photos will be taken to document the conditions prior to leaving the site for use in the final plan. All appropriate agencies will be contacted and notified prior to the final clean up and again once the final clean up has been completed.

TABLE 1 - Emergency Contact Information

CONTACT TELEPHONE NUMBER Joe Campbell – Project Manager (613) 843-8109 (office) Environment Canada (867) 669-4700 (867) 873-8185 (fax) (867) 669-4725 (Emergency) GNWT Environmental Health Office (867) 669-8979 GNWT, Dept of Environment & Natural (867) 873-7532 Resources Department of Fisheries & Oceans, Yellowknife (867) 669-4911 Aboriginal Affairs and Northern Development (687) 669-2794 Canada, Resource Management Officer Yellowknife Fire Department (867) 873-2222 Yellowknife RCMP (867) 669-1111 Stanton Regional Hospital – Yellowknife (867) 920-4111

TerraX Minerals Inc. - Abandonment & Restoration Plan – Yellowknife City Gold Project, NT 5

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APPENDIX I

NORTHBELT PROPERTY, NT MAPS

TerraX Minerals Inc. - Abandonment & Restoration Plan – Yellowknife City Gold Project, NT

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Figure 1 General Location Overview Map TerraX Minerals Inc Property Outlines

TerraX Minerals Inc. - Abandonment & Restoration Plan – Yellowknife City Gold Project, NT

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Figure 2 TerraX Lease and Claim Holdings Location Map

TerraX Minerals Inc. - Abandonment & Restoration Plan – Yellowknife City Gold Project, NT

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Figure 3 Proposed 2014 Phase I Diamond Drilling Location Map

TerraX Minerals Inc. - Abandonment & Restoration Plan – Yellowknife City Gold Project, NT

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Figure 4 Anticipated Phase II Diamond Drilling Locations (2015-2018)

TerraX Minerals Inc. - Abandonment & Restoration Plan – Yellowknife City Gold Project, NT

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APPENDIX II

DRILL SITE CLEAN-UP CHECK SHEET

TerraX Minerals Inc. - Abandonment & Restoration Plan – Yellowknife City Gold Project, NT

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______PROJECT: DRILL SITE CLEAN-UP CHECK SHEET

Hole Number: Date:

Surveyed: Grid Line/Station: UTM:

√ if satisfactory, X if unsatisfactory (remediation required), NA not applicable

Casing/Rods removed or cut off and capped at ground level: _____

Hole plugged and cemented if on large lake or if aquifer intersected: _____

All material and equipment removed from drill site: _____

All litter removed from drill site: _____

All rock cuttings contained in a proper sump: _____

Application of peat moss and fertilizer on barren cuttings (if required): ______

No fuel, oil, grease spillage: _____

All fuel, oil, grease spillage properly absorbed: _____

All trees felled to ground level: _____

Collar picket in place with metal tag: _____

OVERALL CLEAN-UP:

Further actions required if clean-up is unsatisfactory:

Comments:

(both signatures required before drill hole is considered completed and site abandoned)

______Foreman Site Geologist

Date: ______Date:______

Please refer to project work manuals & protocols; refer to and comply with conditions of project specific drilling permit TerraX Minerals Inc., Yellowknife City Gold Project, NT, Engagement Log 2013 (Interim) Definitions

Contact Cursory or one‐way exchanges of information. These can occur by e‐mail, phone calls or face to face meetings. Engagement A two‐way exchange of concerns, questions, needs, accommodations, or information between TerraX and other parties. Engagement occurs in many forms including face‐to‐face interactions, e‐mails, faxes or phone calls.

First Nation First Nation Governments (Ex. Yellowknife Dene First Nation, , Tlicho Government, Deninu Kue First Nation) Métis Métis councils, locales, and nations. (ex. North Slave Metis Alliance) Aboriginal Business Aboriginal Business ‐ Aboriginal economic development corporations, their subsidiaries, and private‐owned majority‐Aboriginal businesses. (Ex. Deton Cho Corporation)

Government / Regulators Non‐Aboriginal Governments, Regulatory Bodies, and Crown Corporations ‐ Federal, territorial, or municipal governments (ex. City of Yellowknife, GNWT or Federal Government), Regulatory Bodies (ex. MVEIRB), and Crown Corporations (ex.Northwest Territories Power Corporation) NGOs Non‐governmental organizations (NGOs) are organizations that operate independently from government to pursue social or environmental objectives. (Ex. Labour Organisations, Mine Training Society, Environmnetal NGO's, Social Justice Groups, Community Groups, NFP and Recreational Users) Other Schools, community members

Aboriginal Rights Aboriginal rights pre‐date colonial control, and flow from the continuous use of Aboriginal territories. Some of these communal inherent rights have been recognized by the Crown through historic treaties, modern land claims, Canadian courts, and government policies. Since all Aboriginal nations, communities, and people lived differently, their rights are accordingly different. However, Aboriginal rights usually include the right to self‐determination and self‐government, subsistence harvesting rights, and the right to practice cultural activities including language. Violation A violation of these rights can occur from our policies, directives, physical actions, and indirectly through environmental degradation. When a concern/issue is brought to the Company’s attention, it should be recorded as well as the company’s response. TerraX Minerals Inc., Yellowknife City Gold Project, NT, Engagement Log 2013 (Interim) 2013 Aboriginal Engagements TerraX Minerals Inc., Yellowknife City Gold Project, NT, Engagement Log 2013 (Interim) 2013 Aboriginal Engagements Date Organization Organization's Type of TerraX Contact Type ‐ Contact / Purpose of the engagement, issues raised and recommendations made by affected parties Proponent's response to issues, indication if dd/mm/yy Representatives organization Representative meeting, letter, e‐ Engagement resolved or not, any changes to project as a mail, result of engagement activity phone/Location 15‐Feb‐13 YKDFN A/Chief Roy Erasmus First Nation David Connelly Meeting N'Dilo Engagement Early notice that TerraX had acquired mineral licences north of Giant Mine and was planning Spoke with representatives of Lands and below threshold areal and prospecting activities and would like advice ‐ Chief recommended Environment Division speaking to lands divsion 15‐Feb‐13 YKDFN Lands and First Nation David Connelly Meeting N'Dilo Engagement Briefed on early concept of areal and prospectiong program. Sought advice on sensitivities to Commited to meeting to explain Northbelt Environment Officer Caribou and other wildlife re proposed activites. Activities appear to be below threshohld. project and obtain information on Akaitcho Todd Slack Caribou are not an issue for areal geophysics given time of year and current migration routes. Exploration Agreement negotiation process Does not appear to disturb traditional use but is a recreational area. Will eventualy require, and draft licence, acheology permit, and exploration agreement 15‐Feb‐13 Deton Cho CEO Roy Erasmus Jt. Aboriginal David Connelly Meeting N'Dilo Engagement Early notice to Deton Cho that TerraX would be seeking information on ability to provide: Commited to meeting to explain Northbelt Business logistics, helicoptors, catering, accomodations project and obtain information on services which could be provided 16‐Feb‐13 NSMA President Bill Enge Metis David Connelly E‐mail Contact Early notice that TerraX had acquired mineral licences north of Giant Mine and was planning below threshold areal and prospecting activities and would like advice 20‐Feb‐13 YKDFN Dir. Lands and First Nation David Connelly Meeting Contact Briefly advised that I had talked with Todd Slack of her derpartment and would be providing Environment Shannon Yellwoknife more information on the project Gault 9‐Apr‐13 Deton Cho CEO Roy Erasmus Jr. Aboriginal David Connelly E‐mail and Engagement Presentation on Deton Cho Corps abililty to support exploration and mining projects and a Requested and received copy of Deton Cho's Business Meeting short update that TerraX was proceeding with low threshold plans but had delays in closing mining services presentation and distributed Yellowknife financing to TerraX team.

17‐May‐13 Deton Cho CEO Roy Erasmus Jr. Aboriginal David Connelly E‐mail and Engagement Introductory summary of project, initial work plan, exploration and mining history of site, bios CEO ED Candice Business Attachments and map requesting meeting to present project concept and seek advice partiularly on YKDFN McQuatt COO Rick procurement opportunities. Miller

17‐May‐13 Deton Cho President Matt Aboriginal David Connelly E‐mail and Engagement Introductory summary of project, initial work plan, exploration and mining history of site, bios Logistics Inc Mossman Business Attachments and map requesting meeting to present project concept and seek advice partiularly on YKDFN procurement opportunities.

17‐May‐13 Bouwa Whee General Manager Dale Aboriginal David Connelly E‐mail and Engagement Introductory summary of project, initial work plan, exploration and mining history of site, bios Caterting Smith Business Attachments and map requesting meeting to present project concept and seek advice partiularly on YKDFN procurement opportunities.

17‐May‐13 YKDFN Mgr. Lands and First Nation David Connelly phone Contact Discussion schedules for meeting with TerrAX CEO. TerraX asked to follow up with e‐mail Followed up with e‐mail Environment Shannon Gault

Page 1 of 10 17‐May‐13 YKDFN Mgr. Lands and First Nation David Connelly E‐mail and Engagement Introductory summary of project, initial work plan, exploration and mining history of site, bios Environment Shannon Attachments and map requesting meeting to present project concept and seek advice partiularly on YKDFN Gault Lands and engagment and consulting expectations and the Akaitcho Exploration Agreement Environment Officer Todd Slack

17‐May‐13 Deton Cho CEO ED Candice Aboriginal David Connelly E‐mail Contact Invitation to TerraX to attend a meeting in Deton Cho's officers with YKDFN companies that McQuatt Business could supply TerraX 18‐May‐13 NSMA President Bill Enge Metis David Connelly phone Contact To check availalbity for a meeting with TerraX 18‐May‐13 NSMA President Bill Enge Metis David Connelly phone Engagment Introductory summary of project, initial work plan, exploration and mining history of site, bios and map requesting meeting to present project concept and seek advice partiularly on NSMA procurement opportunities and environmental questions

18‐May‐13 NSMA President Bill Enge Aboriginal David Connelly phone Contact Business Confirming meeting and advising that Marc Whitford will attend on his behalf 19‐May‐13 Tli Cho Air VP Allan Stanzell Aboriginal David Connelly phone Engagement Introductory summary of project, initial work plan, exploration and mining history of site, bios Business and map requesting meeting to present project concept and seek advice partiularly on Tli Cho procurement opportunities. 19‐May‐13 Great Slave VP Allan Stanzell Aboriginal David Connelly phone Engagement Introductory summary of project, initial work plan, exploration and mining history of site, bios Helicopters Business and map requesting meeting to present project concept and seek advice partiularly on Tli Cho procurement opportunities. 19‐May‐13 Tli Cho Air and VP Allan Stanzell Aboriginal David Connelly phone Contact Proposes meeting with Kelly Brenton VP of Commercial Services Great Slave Business Helicopters 21‐May‐13 Deton Cho CEO Roy Erasmus Jr., First Nation Dr. Tom meeting‐N'Dilo Engagment To brief Deton Cho on the types of goods, services and employees that the project would COO Rick Miller, Setterfield Terrax require over the next year, to recieve a presentation on the goods and services which the President Deton Cho David Connelly Deton Cho group could provided and to indentify procurment oppotunities including, catering, Logistics Matt employees, logistics and accomodations. Mossman , GM Bouwa Whee Catering Dale Smith 21‐May‐13 NSMA Susan Enge Metis Dr. Tom meeting NSMA Engagment Meeting and tour of an area that could be rented for a core processing, managment and Setterfield Terrax Office processing facility and potential rental of accomodations. David Connelly

21‐May‐13 Tli Cho Air Great Kelly Breton VP Aboriginal Dr. Tom meeting Engagement Meeting to brief about the project and to describe the type of air support required, to Slave Helicopters Commercial Services, Business Setterfield Terrax understand the type of air support that could be provided and the nature of the Aboriginal Trevor Weaver VP David Connelly ownership and idenfiby procurement possibilities. 21‐May‐13 NSMA President Bill Enge Metis David Connelly phone Engagment Requesting quotes for accomodations for prospecting teams and for core processing and TerraX followed up with written request for storage. NSMA asked TerraX to follow up with written request for quotes. accomodation for prospecting teams and core processing and storage areas. 21‐May‐13 NSMA President Bill Enge Metis David Connelly e‐mail Engagment Written request for quotes for accomodations for prospecting teams and for core processing and storage. NSMA asked TerraX to follow up with written request for quotes.

22‐May‐13 YKDFN Cheif Ed Sangris First Nation David Connelly meeting‐Old Town Engagment Gave short briefing to the Chief. Advised him that TerraX had meet with Deton Cho and had a meeting scheduled May 24 with YKDFN Lands and Environment to discuss process and Akaitcho Exploration Agreement. Airborn geophysics scheduled to start the following week.

22‐May‐13 Smoke House Cafe Mgr. Roger Deleeuw Aboriginal David Connelly e‐mail Engagement Various e‐mail arranging contract to cater project presentation and meeting. Business

Page 2 of 10 22‐May‐13 Deton Cho President Matt Aboriginal Dr. Tom phone Contact Arranged meeting at site of Deton Cho Logistics Inc Logistics Inc Mossman Business Setterfield Terrax

22‐May‐13 Deton Cho President Matt Aboriginal Dr. Tom meeting Engagement Discussed possibility of TerraX renting space at facility of Deton Cho Logistics for core logging, Matt Mossman to provide a quote for various Logistics Inc Mossman Business Setterfield Terrax core storage. Also discussed possibility of renting boats, ATVs, trucks etc and of employing services members of the YKDFN through Deton Cho Logistics 23‐May‐13 Deton Cho CEO Roy Erasmus Jr., Aboriginal David Connelly e‐mail Engagement Requesting that Deton Cho rent the cabins and garage at the Deton Cho Training Centre to COO Rick Miller Business TerraX for their Northern Operations Centre. 24‐May‐13 YKDFN Mgr. Lands and First Nation David Connelly e‐mail Contact Reconfirming meeting at YKDFN Lands and Environment Office in N'Dilo Environment Shannon Gault Lands and Environment Officer Todd Slack 24‐May‐13 YKDFN Mgr. Lands and First Nation joe Campbell Meeting YKDFN Engagement To introcued the project including initial below threshold work plan, exploration and mining TerraX to await indication from the Chiefs if Environment Officer David Connelly Offices N'Dilo history of site, discuss the potential for a future drilling program, understand concerns the YKDFN want to proceed with an Akaitcho Todd Slack particularly as they relate to Giant Mine environment and labour history, seek advice from Exploration Agreement. YKDFN on the consultation process and Akaitcho Exploration Agreement, discuss next steps 24‐May‐13 YKDFN Lands and First Nation David Connelly e‐mail Engagement YKDFN advises that they will not have anyone available to take the seat that TerraX offered in Environment Officer the helicopter to tour the project site. Todd Slack 24‐May‐13 Deton Cho CEO Roy Erasmus Jr., Aboriginal David Connelly e‐mail Engagement Deton Cho advises that they cannot lease just a portion of the Deton Cho training facility to COO Rick Miller Business TerraX. If they could they would like to. 25‐May‐13 Tli Cho Air; VP Commercial Aboriginal David Connelly E‐Mial Engagement Contracted rotaty wing services, had follow up meeting with Discover Mining Services, would Discovery Mining Operations Kelly Business like services airside to support airborn geophysics Services; Great Breton Slave Helicopters 26‐May‐13 Bouwa Whee General Manager Dale Aboriginal David Connelly e‐mail Engagement Thanking Bouwa Whee for catering lunch presentation at Ecology North and advising that Caterting Smith Business TerraX will be seeking to have Bouwa Whee cater to there summer prospecting crews

26‐May‐13 Deton Cho CEO Roy Erasmas Jr. Aboriginal David Connelly e‐mail Contact Advising that TerraX had a good meeting with YKDFN's Lands and Environment Division and are Business looking forward to negotiating an Akatcho Exploration Agreement over the Summer

27‐May‐13 Bouwa Whee General Manager Dale Aboriginal David Connelly e‐mail Engagement Confirming Bouwa Whee's availablity to provide TerraX's catering needs for upcomming Advise Bauwa Whee when dates and numbers Caterting Smith Business project. Advise us when dates and numbers are firmed up. are firmed up. 27‐May‐13 Great Slave Trudy Hause Aboriginal David Connelly E‐Mial Engagement Great Slave Helicopters requests that TerraX complete a credit application. Terrax will complete and return Helicopters Business 24‐May‐13 YKDFN Lands and First Nation David Connelly E‐mail and Engagement YKDFN provided draft Akaitcho Exploration Agreement and are prepairing brief for leadership. TerraX sends Shape File that outlines leases Environment Officer Attachments Will advise TerraX when they have direction from leadership. YKDFN requests Shape File that Todd Slack outlines leaases. 27‐May‐13 YKDFN Lands and First Nation David Connelly e‐mail Engagement Acknowledge receipt of template Akaitcho Exploration Agreement, advise that Shape Files Environment Officer have been requested, report on site visit and status of airborne geophisics (has not started yet) Todd Slack 28‐May‐13 YKDFN Lands and First Nation David Connelly E‐mail and Engagement Shape Files for Northbelt and Goodwin properties Environment Officer Attachments Todd Slack 28‐May‐13 Deton Cho CEO Roy Erasmus Jr., Aboriginal David Connelly e‐mail Engagement Confirming TerraX's interest and details of offer to rent a portion of the Deton Cho Training COO Rick Miller Business Centre facilities for its Northern Operations Centre. If not possible to rent from Deton Cho then TerraX would like to rent from NWT Housing Corp.

Page 3 of 10 28‐May‐13 DKFN Dr. Linda Van Denberg; Aboriginal David Connelly phone Engagement Dr. Van Denberg wanted to know why the DKFN had not been consulted. She asserted that TerraX to send information package. TerraX to Former Chief Robert Business Northbelt was a traditional use area of the DKFN and the DKFN wanted to be consulted by way brief DKFN members or leadership who Sayine of a funded community meeting and that this phone was not to be construed as consultation. request briefing in YK. TerraX to continue TerraX explained a purpose of the early engagement and media was to draw out other parties negotiation Akaitcho Exploration Agreement. who may feel they have an interest; however the proposed work was below threshold level and that the project which was in the YKDFN’s backyard and was heavily explored are actively used for recreation by the residence of Yellowknife City. Linda advised DKFN is not a party to any of the neighboring projects (Giant Mine Clean Ups or Road By Pass) permitting processes. TerraX advised that they were seek to procure core boxes and core tables from DKFN, that they had had initial discussions re an Akaitcho. Exploration Agreement and would be happy to brief any DKFN members or leadership in Yellowknife. TerraX committed to send DKFN the same informaton package that had been sent to all stakeholders.

28‐May‐13 DKFN Dr. Linda Van Denberg; First Nation David Connelly e‐mail Contact Forwarding Deninu K'ue Ethno‐history Report to substantiate assertion of claim to the Former Chief Robert Northbelt area. Sayine; Justin Fritz

28‐May‐13 Deton Cho President Matt Aboriginal Dr. Tom e‐mail Engagment TerraX requests response to their suggestion that Deton Cho help with certain logistical Logistics Inc Mossman Business Setterfield Terrax matters

29‐May‐13 DKFN Dr. Linda Van Denberg; First Nation David Connelly e‐mail Contact Notice of time sensitive opportunities for DKFN to provide goods and services ‐ several e‐mails ; Justin Fritz

29‐May‐13 Deton Cho Mgr. Contracts Phil Aboriginal David Connelly e‐mail Engagement Deton Cho offers to lease space in Deton Cho Training Centre with more details to follow at the Moon Son Business end of the week. 29‐May‐13 Deton Cho Mgr. Contracts Phil Aboriginal David Connelly phone Engagement Deton Cho explains that TerraX should provide a counter offer if they believe the rent for the Moon Son Business space is above market 29‐May‐13 Deton Cho CEO Roy Erasmus Jr.; Aboriginal David Connelly e‐mail Engagement TerraX provides a counter offer based on 125% of market.and offer two lengths of term COO Rick Miller; Mgr. Business whichever is more flexible for Deton Cho Contracts Phil Moon Son 29‐May‐13 Deton Cho Mgr. Contracts Phil Aboriginal David Connelly phone Engagement Deton Cho requests more time and TerrraX agrees to extend deadline twice to May 31 as crew Moon Son Business is arriving June 7. 29‐May‐13 YKDFN Lands and First Nation David Connelly phone Engagement YKDFN advises that the newly acquired (still to be released) Goodwin Claims cover a sensitive Environment Officer area. TerraX advises that these ajoining claims had been offered by an oil and gas company. Todd Slack TerraX had no immediate plans and was willing to work with YKDFN to identify sensitife areas.

30‐May‐13 Deton Cho Mgr. Contracts Phil Aboriginal David Connelly phone Engagement Deton Cho advises that they can not respond with a firm lease offer in the opperational time Moon Son Business frame required. 30‐May‐13 NSMA President Bill Enge Metis David Connelly phone and e‐mail Engagment Request NSMA to accelerated written quote for accomodations, garge and storage.

30‐May‐13 DKFN Dr. Linda Van Denberg; First Nation David Connelly phone Engagment Introductory summary of project, initial work plan, exploration and mining history of site, bios received your link to the Deninu K'ue First ; Justin Fritz and map requesting meeting to present project concept and seek advice partiularly on NSMA Nation Ethno‐history Report that Justin sent procurement opportunities and environmental questions and look forward to reviewing it. 30‐May‐13 Metcor President Bill Enge Aboriginal David Connelly e‐mail Engagment Confirm offer to rent accomodation, garage and space in storage yard. Business 30‐May‐13 Metcor President Bill Enge Aboriginal Tom Setterfield email, phone Engagment Discussion of terms relating to TerraX's rental of trailer and garage Confirmation on both sides of rental Business agreement 30‐May‐13 Deton Cho President Matt Aboriginal Dr. Tom phone Engagment Discussion on procurement issues Deton Cho noted that they were not in a Logistics Inc Mossman Business Setterfield Terrax position where it made sense for them to take on TerraX's relatively small logistical concerns (core logging area, transportation requirements etc) Page 4 of 10 31‐May‐13 Deton Cho President Matt Aboriginal Dr. Tom email Contact email to Deton Cho acknowledging phone conversation of May 30 Logistics Inc Mossman Business Setterfield Terrax

31‐May‐13 DKFN Business Manager First Nation David Connelly E‐mail and Engagment Introductory summary of project, initial work plan, exploration and mining history of site, bios Stephen Cuthbert; Attachments and map requesting meeting to present project concept and seek advice partiularly on DKFN Lands Manager Patrick procurement opportunities and environmental questions Simon, IMA Coordinator Rosy Bjornson 31‐May‐13 Deton Cho President Matt Aboriginal David Connelly E‐mail Engagement Deton Cho Logistics regretfully declines opportunity to provide logistics services due to the Logistics Inc Mossman Business small nature in intermittent nature of the program. 31‐May‐13 DKFN Business Manager First Nation David Connelly phone Engagment List of goods and services including core boxes that TerraX is looking to procure. Stephen Cuthbert; Lands Manager Patrick Simon, IMA Coordinator Rosy Bjornson 31‐May‐13 Great Slave Arielle Taekema, Aboriginal Dr. Tom email Contact Back and forth emails about mechanics of TerraX paying for services from Great Slave Helicopters Accounts Receivable Business Setterfield Terrax Helicopters

1‐Jun‐13 DKFN Business Manager First Nation David Connelly E‐mail Engagment Corrected list of goods and services including core boxes that TerraX is looking to procure. Stephen Cuthbert; Lands Manager Patrick Simon, IMA Coordinator Rosy Bjornson 3‐Jun‐13 DKFN IMA Coordinator Rosy First Nation David Connelly E‐mail and Engagment Demensions of core boxes that DKFN can provide Bjornson attachments 3‐Jun‐13 YKDFN Lands and First Nation David Connelly E‐mail and Engagement Response to TerraX question on definition of the lenght of field season for the purposes of the Environment Officer Attachments Akaitcho Exploration Agreement Todd Slack 3‐Jun‐13 DKFN Chief Louis Balsilie First Nation David Connelly phone Engagment Chief Balsiilie called and appreciated his community being kept in the loop. He had reviewed the procurement opportunities. For the most part they were too far from Yellowknife to provide most of them so they would take a pass on them except for the core boxes and potentially future tables for which they would like their Dev Corp to be considered. We discussed the preference for solid versus slat core boxes and asked if DKFN could send a sample from there current inventory. 3‐Jun‐13 DKFN IMA Coordinator Rosy First Nation David Connelly E‐mail Engagment E‐mail from TerraX summing up the earlier phone call with Chief Balsillie (see above) and BjornsonBusiness suggesting a partnership with DKFN, the community school, Skills Canada NWT funded by Manager Stephen TerraX to develop and produce a new product, core tables. Also rextended an invitation when Cuthbert; Lands the leadership was passing through Yellowknife Terrax would be pleased to arrange a Manager Patrick presentation. Simon, Linda Vanden Berg 3‐Jun‐13 DKFN IMA Coordinator Rosy First Nation David Connelly E‐mail Engagment DKFN believes they can make the tables and they do have NQ size core baxes in stock. BjornsonBusiness Inquiring about number that could attend tour. TerraX responded that the requirement was Manager Stephen NQ. Please send sample. Best time for tour would be August when road is dried up and work Cuthbert; Lands has restarted. Best number would be three or less when in YK on other business. Manager Patrick Simon, Linda Vanden Berg

Page 5 of 10 3‐Jun‐13 DKFN IMA Coordinator Rosy First Nation David Connelly E‐mail Engagment DKFN will deliver sample core box Bjornson 3‐Jun‐13 DKFN Linda Vanden Berg First Nation David Connelly E‐mail Engagment May 28th telephone conversation was of course neither notification nor consultation. Suprprised government had not indicated DKFN should be consulted. Program was too short notice for DKFN to provide procurement opportunities. Work with Stephen Cuthbert on core boxes. 3‐Jun‐13 DKFN Linda Vanden Berg First Nation David Connelly E‐mail Engagment DKDC requires a contract for the core boxes. 3‐Jun‐13 DKFN Linda Vanden Berg First Nation David Connelly Phone Engagment An hour phone call will Linda to explain how early and small this project compared to the neighbouring Giant Mine clean up and road projects and how central it is to the heart of Chief Drygeese Territory. That said DKDC had been on the radar as an Aboriginal core box supplier since day one. TerraX had all ready started negotiating an Akaitcho Exploraton Agreement. 3‐Jun‐13 YKDFN Lands and First Nation David Connelly E‐mail and Engagement Providing copy of press release and confirming that I had passed on YKDFN's comments to Environment Officer attachments TerraX that there may be sensitivities about some or all of the areas covered by the newly Todd Slack acquired Goodwin Claims. 5‐Jun‐13 Great Slave Arielle Taekema, Aboriginal Dr. Tom email Engagement Invoice received for services rendered by Great Slave Helicopters Helicopters Accounts Receivable Business Setterfield Terrax

6‐Jun‐13 Matrix Aviation Kam Hogan, Manager Business Dr. Tom email Engagement Back and forth emails about requirements for YKDFN field assistants Matrix agrees to provide TerraX with two of Human Resources Setterfield Terrax YKDFN field assistants for ongoing field programs 6‐Jun‐13 Bouwa Whee Brad Morrisey, Aboriginal Dr. Tom phone Contact Discussion re possibility of catering being provided to TerraX by Bouwa Whee Caterting Caterting Operations Manager Business Setterfield Terrax

7‐Jun‐13 YKDFN Mgr. Lands and First Nation David Connelly E‐mail and Engagement In Todd's absence provide press release and project update. The work remains below Environment Officer attachments threshold level; however the company looks forward to negotiating a Akaitcho Exploration Shannon Gault Agreement. The aerial geophysics was suppose to be complete earlier this week but is being held up by weather. The first crew is expected to start looking for historic drill holes on Monday. Both field crew are YKDFN members. Deton Cho and Deton Cho Logistics advise contracts are too small or intermittent however catering has been contracted to Bouwa Whee Catering 7‐Jun‐13 Metcor President Bill Enge Aboriginal Tom Setterfield meeting Engagment TerraX takes possession of trailer Business 7‐Jun‐13 Bouwa Whee Brad Morrisey, Aboriginal Dr. Tom email Contact Follow‐up email on possibility of catering being provided to TerraX by Bouwa Whee Caterting Caterting Operations Manager Business Setterfield Terrax

9‐Jun‐13 Bouwa Whee George Allerston, Aboriginal Dr. Tom email Contact Back and forth emails Meeting set up for following day Caterting Manager Business Setterfield Terrax

10‐Jun‐13 DKFN IMA Coordinator Rosy First Nation David Connelly E‐mail Engagment TerraxX advising that flying stage of program wrapping up and core boaxes will be required as Bjornson of tommorrow. Requesting sample core box. 10‐Jun‐13 DKFN IMA Coordinator Rosy First Nation David Connelly E‐mail Engagment TerraxX asking if photos of core tables had been recieved and when a rough quorte would be Bjornson available 10‐Jun‐13 DKFN IMA Coordinator Rosy First Nation David Connelly E‐mail Engagment Core box sample delay but should be sent to TerraX this week Bjornson 10‐Jun‐13 Tli Cho Air; VP Commercial Aboriginal David Connelly E‐Mial and Engagement Credit application for Tli Cho Air and Discovery Mining Services Operations Kelly Business attachment Breton

Page 6 of 10 10‐Jun‐13 Tli Cho Executive Director First Nation David Connelly Phone Engagement Phone call to acknoledge rights in Tli Cho Final Agreement, introduce TerraX project and seek TerraX will provide a written request for Government Kwe Henry Zoe advice if it was timely and appropriate to present to the Tli Cho Government and if so was Kwe meeting with KBWG. Beh Working Beh Working Group the correct forum. ED advised it was timely and appropriate, appreciated Group early contact, discussed timing of next meeting of the Working Group and ED asked for written meeting request from TerraX 10‐Jun‐13 Tli Cho Executive Director First Nation David Connelly E‐mail and Engagement Introductory summary of project, initial work plan, exploration and mining history of site, bios Government Kwe Henry Zoe Attachments and map requesting meeting to present project concept and seek advice Beh Working Group 11‐Jun‐13 Tli Cho Negotiations and First Nation David Connelly E‐mail and Contact KBWG confirming meeting in their offices and requesting list of attendees. TerraX to provide list of attendees. Government Kwe Policy Assistant, Attachments Beh Working Tlicho Government Group Itoah Scott-Enns 11‐Jun‐13 Tli Cho Negotiations and First Nation David Connelly E‐mail Contact TerraX provides list of attedees. TerraX to provide list of attendees. Government Kwe Policy Assistant, Beh Working Tlicho Government Group Itoah Scott-Enns 11‐Jun‐13 DKFN IMA Coordinator Rosy First Nation David Connelly E‐mail Engagment Chief will send sample of NQ core boxes. Please send photo of core tables. TerraX will resent photo of core tables. Bjornson 12‐Jun‐13 Tli Cho Negotiations and First Nation David Connelly E‐mail and Phone Contact Request to provide presentation materials in advance TerraX to try and provide materials in advance. Government Kwe Policy Assistant, Beh Working Tlicho Government Group Itoah Scott-Enns 11‐Jun‐13 NSMA President Bill Enge Metis David Connelly e‐mail Contact How many NSMA Board members should TerraX plan on for catering purposes. 12‐Jun‐13 Tli Cho Investment President Dennis Aboriginal David Connelly E‐mail and Engagment Introductory summary of project, initial work plan, exploration and mining history of site, bios Corp Romanson Business Attachments and map requesting meeting to present project concept and seek advice partiularly on TIC procurement opportunities and environmental questions 12‐Jun‐13 Tli Cho Investment President Dennis Aboriginal David Connelly e‐mail Contact TIC accepts meetign request ‐ various e‐mails confirming times and logistics Corp Romanson Business 20‐Jun‐13 Tli Cho Negotiations and First Nation David Connelly E‐mail and Phone Contact Kwe Beh ‐ advises electronic presentation and copies will be fine Government Kwe Policy Assistant, Beh Working Tlicho Government Group Itoah Scott-Enns 24‐Jun‐13 YKDFN Lands and First Nation David Connelly E‐mail and Engagement Requesting a meeting with Joe Campbell or in the alternative a Skype call and Environment Officer attachments providing an 8 point up‐date since the last communication 7 June, mostly on the Todd Slack airborne and field program. 24‐Jun‐13 Tli Cho Negotiations and First Nation David Connelly E‐mail Contact Confirming meeting with Kwe Beh working group Government Kwe Policy Assistant, Beh Working Tlicho Government Group Itoah Scott-Enns 24‐Jun‐13 Tli Cho Investment President Dennis Aboriginal David Connelly E‐Mails Contact Confirming meeting with Tli Cho Investment Corp and advising Terrax is meeting with Corp Romanson Business Kwe Beh Working Group 24‐Jun‐13 YKDFN Lands and First Nation David Connelly E‐mail and Engagement YKDFN advises that they can not accomodate a meeting June 25 and the rest of the Environment Officer attachments week that Joe Campbell is in town looks bad as well. Todd Slack 24‐Jun‐13 YKDFN Lands and First Nation David Connelly E‐mail and Engagement TerraX proposes a courtesy call vice full meeting latter in the week or alternatively a Environment Officer attachments Skype call when Joe is back in Ottawa. Seek names of any YKDFN groups that want to Todd Slack earn donations by participating in clean up of Northbelt area

Page 7 of 10 24‐Jun‐13 Tli Cho Negotiations and First Nation David Connelly E‐mail and Phone Contact Update on electronic presentation to Kwe Beh working group Government Kwe Policy Assistant, Beh Working Tlicho Government Group Itoah Scott-Enns 15‐Jul‐13 Tli Cho Negotiations and First Nation David Connelly E‐mail Contact Follow up from KBWG to ensure TerraX had recieved requested information Government Kwe Policy Assistant, Beh Working Tlicho Government Group Itoah Scott-Enns 17‐Jul‐13 DKFN Rosy BjornsonDKFN First Nation David Connelly E‐mail and Engagement Discussed what goods and services DKFN or its members were best positioned to Resouce Telephone provide including, core boxex, core tables, labour, quads, and accomodation. Management Coordinator 18‐Jul‐13 YKDFN Lands and First Nation David Connelly E‐mail Engagement Requesting a phone call with YKDFN to discuss (a) how YKDFN would like to proceed Environment Officer with negotiating the Akaitcho Exploration Agreement and (b) and to discuss Joe's next Todd Slack trip to Yellowknife 19‐Jul‐13 YKDFN Lands and First Nation David Connelly E‐mail Engagement YKDFN Advises this hasn’t been decided as of yet. There is a reluctance from the Environment Officer leadership to see another project begin when GIANT isn’t even resolved at this Todd Slack point...that the cut is still too fresh and the land needs to recover. As the work you’re doing now is below threshold, I don’t believe that there’s an issue between the companies work and the community position at present.

19‐Jul‐13 YKDFN Lands and First Nation David Connelly Telephone Call Engagement TerraX is ok in principle with example Akaitcho Exploration Agreement. Discussed Environment Officer possible ways forward to engage leadership on Joe's upcomming visit. Concluded best Todd Slack option is to try and arrange a meeting with the leadership when Joe is in YK to see if agreement can be reached on moving foreward with Akaitcho Exploration Agreement.

23‐Jul‐13 DKFN Rosy BjornsonDKFN First Nation David Connelly E‐mails and Engagement Aknowledged receipt of sample core box and discussed manufacture of core tables. Resouce Telephone Sent pictues of required product. Core box sample was missing the bottom. Management Coordinator 23‐Jul‐13 DKFN Advisor to DKFN First Nation David Connelly E‐mail Engagement Update of activity at site and fall workplan. Extended and invitation to visit the site. Chief Linda VandenRosy Bjornson DKFN Resouce Management Coordinator 23‐Jul‐13 DKFN Advisor to DKFN First Nation David Connelly E‐mail Engagement DKFN offered to send a complete core box. DKFN provided a quote for 1,666 core Chief Linda boxes with lids. Agreed that it was best to have a completed core box to show TerraX. VandenRosy DKFN to send next week. Bjornson DKFN Resouce Management Coordinator 29‐Jul‐13 DKFN DKFN Chief Balsillie First Nation David Connelly E‐mail Engagement Chief Balsiilie asks that we use the incomple core box to show customer and Rosy Bjornson DKFN Resouce Management Coordinator

Page 8 of 10 19‐Aug‐13 Akaitcho IMA Stephanie Poole, First Nation David Connelly E‐mail Engagement Introducing the project. Offering a power point presentation. Seeking advice on the Implementation Executive Director role of the Office and the process for engaging the Akaitcho. Office 19‐Aug‐13 YKDFN Lands and First Nation David Connelly E‐mail Engagement Providing an update on the exploration work todate. Confirming that TerraX would Environment Officer like to proceed by way of an Akaitcho Exploration Agreement. Inviting YKDFN Todd Slack recreaional groups to participate in clean up weekend. Asking to move the Akaitcho Exploration Agreement along or in the alternate to arrange a meeting with the Chiefs.

19‐Aug‐13 YKDFN Lands and First Nation David Connelly E‐mail Engagement YKDFN advises there is reluctance to see another project so soon ‐ the Giant Mine Environment Officer clean up has not even started yet but recommends an initial meeting with the Chiefs Todd Slack may be a valuable towards leaderships impressions and potential acceptanct. YKDFN offers to arrange a meeting. 19‐Aug‐13 YKDFN Lands and First Nation Joe Campbell E‐mail Engagement The President of TerraX thanks YKDFN for there response. Proposes a meeting in Environment Officer September date and seeks to address the concernt "there is reluctance to see another Todd Slack project so soon ‐ the Giant Mine clean up has not even started yet" in the context of "exploration" which is years away from "potential" mining.

19‐Aug‐13 YKDFN Lands and First Nation David Connelly E‐mail Engagement Requests that YKDFN propose three dates prior to Sept 13 that the Chiefs would be Environment Officer available for a meeting. Acknowledges YKDFN's advice that an Exploration Agreement Todd Slack does not provide an assurance of an eventual acceptance of a development project

19‐Aug‐13 YKDFN Lands and First Nation Joe Campbell E‐mail Engagement The President of TerraX confirms approach of asking YKDFN to confirm some date Environment Officer options in order to focus his timelines for his next visit to Yellowknife. Todd Slack 21‐Aug‐13 Akaitcho IMA Stephanie Poole, First Nation David Connelly E‐mail Engagement Thanking for notification of intent to explore within the Akaitcho Territory. Forward power point presentation ‐ done Implementation Executive Director Encouraging TerraX to develop a meaning relationship and possible partnership with Office the YKDFN utilizing the negotiated agreement known as the Akaitcho Exploration Agreement. 22‐Aug‐13 Akaitcho IMA Stephanie Poole, First Nation David Connelly E‐mail Engagement Seeking confirmation that for the consultation and Akaitcho Exploration Agreement Implementation Executive Director processes that from an Akaitcho IMA point of view that the impacted Akaitcho First Office Nation is the YKDFN and that YKDFN is the Akaitcho party who TerraX should be negotiating and consulting with 22‐Aug‐13 Akaitcho IMA Stephanie Poole, First Nation David Connelly E‐mail Engagement IMA confirms that the site is within YKDFN territory so continue engagement efforts Implementation Executive Director with YKDFN while keeping mind that many Akaitcho members from other FN live in YK Office and that they could become a party to protect their members rights and interests in the City of Yellowknife. 3‐Sep‐13 YKDFN Lands and First Nation Joe Campbell E‐mail Engagement Following up post Akaitcho General Assembly asking YKDFN to suggest a time for an Environment Officer initial meeting between the YKDFN leadership and TerraX Todd Slack 4‐Sep‐13 YKDFN Lands and First Nation Joe Campbell E‐mail Engagement Joe Campbell has now confirmed that he will be in Yellowknie Sept 10‐14. Anything Environment Officer you could do to arrange a meeting with leadership during that time would be greatly Todd Slack appreciated 4‐Sep‐13 Metcor President Bill Enge Aboriginal Tom Setterfield meeting Engagment Discussion of long term lease of trailer Business 5‐Sep‐13 Metcor President Bill Enge Aboriginal Tom Setterfield emails Engagment Continued discussion of long term lease of trailer Business

Page 9 of 10 9‐Sep‐13 Deton Cho CEO Roy Erasmus Jr.; Aboriginal David Connelly e‐mail Engagement Advising that TerraX 's summer results had been positive and expect to continue their COO Rick Miller; Mgr. Business program for the next year and would like Deton Cho to revisit renting facilities to Contracts Phil Moon TerraX Son 9‐Sep‐13 YKDFN Mgr. Lands and First Nation David Connelly e‐mail Engagement Follow Up e‐mail seeking an initial meeting with the Chiefs and Joe Campbell who is in Environment Shannon YK this week. Advising of developments on the Northbelt Project over the summer Gault Lands and and re‐extending an invitation to YKDFN volunteer groups to participate in the clean Environment Officer up for donations project on the Northbelt. Todd Slack 12‐Sep‐13 YKDFN Mgr. Lands and First Nation David Connelly e‐mail Engagement Following up on e‐mail earlier in the week seeking an initial meeting with the Chiefs Environment Shannon and Joe Campbell who is in YK this week. Also offered to arrange a helicopter tour of Gault Lands and the site. Environment Officer Todd Slack 12‐Sep‐13 YKDFN Chief Sangris, Chief First Nation Joe Campbell Meeting in Engagement Provided the Northbelt project presentation. Chiefs identified concern about the Provide a marked up copy of the Akaitcho Betsina, Mgr. Lands David Connelly N'Dilo proximity in time and space to the Giant Mine. Chiefs advised that decisions also Exploration Agreement and Environment require the input of Council, Elders and members. TerraX would welcome the Shannon Gault opportunity to share its perspectives if and as invited by the leadership. TerraX agreed to provide you with a marked up copy of the Akaitcho Exploration Agreement

13‐Sep‐13 YKDFN Mgr. Lands and First Nation David Connelly e‐mail Engagement Thank you for arranging the meeting with the YKDFN Chiefs. Summarised the meeting provide a marked up copy of the Akaitcho Environment Shannon and TerraX's undertaking to provide a marked up copy of the Akaitcho Exploration Exploration Agreement Gault Agreement 19‐Sep‐13 YKDFN Mgr. Lands and First Nation David Connelly e‐mail Engagement Let YKDFN know CKLB were seeking to interview TerraX about the YKDFN meeting and Environment Shannon how I proposed to brief Joe with regard to responding to media questions about Gault ongoing negotiations. 20‐Sep‐13 Tli Cho Negotiations and First Nation David Connelly E‐mails Engagement KBWG advises when next meeting will be and if TerraX would like to present. TerraX Government Kwe Policy Assistant, advises it would Beh Working Tlicho Government Group Itoah Scott-Enns 20‐Sep‐13 YKDFN Mgr. Lands and First Nation David Connelly e‐mail Contact Thank you from YKDFN re sharing info on media inquries. Environment Shannon Gault 20‐Sep‐13 YKDFN Mgr. Lands and First Nation David Connelly e‐mail Engagement Am following up ont the Akaitcho Exploration Agreement. Requesting a meeting with Environment Shannon leadership the week of the 4th of November. Gault 25‐Sep‐13 Tli Cho Negotiations and First Nation David Connelly E‐mails Engagement Additonal exchange of e‐mails coordinating TerraX's presentation to KBGG Requesting electronic copy in advance and Government Kwe Policy Assistant, suggesting hard copies if we want it Beh Working Tlicho Government distributed at the meeting. Group Itoah Scott-Enns 28‐Sep‐13 YKDFN Mgr. Lands and First Nation David Connelly e‐mail Engagement Apologise sent to YKDFN for mentioning status of Akaitcho Exploration Agreement in David offers to talk with team members Environment Shannon response to media questions. about suggested protocol Gault

Page 10 of 10 TerraX Minerals Inc., Yellowknife City Gold Project, NT, Engagement Log 2013 (Interim) 2013 Community Engagements TerraX Minerals Inc., Yellowknife City Gold Project, NT, Engagement Log 2013 (Interim) 2013 Community Engagements Date Organization Organization's Representatives Type of TerraX Contact Type ‐ Contact / Purpose of the engagement, issues raised and recommendations made Proponent's response to issues, indication if resolved dd/mm/yy organization Representative meeting, letter, e‐ Engagement by affected parties or not, any changes to project as a result of mail, engagement activity phone/Location 10‐Dec‐12 NWT Geoscience Office Luke Ootes Government Tom Setterfield, phone Contact Preliminary discussion on Northbelt property Joe Campbell 10‐Dec‐12 NWT Geoscience Office Luke Ootes Government Tom Setterfield e‐mail Contact Luke provided initial information on the Northbelt property to TerraX

3‐Jan‐13 NWT Geoscience Office Hendrik Falck Government Tom Setterfield phone Contact Preliminary request for geological information Agreed to meet on January 8 8‐Jan‐13 NWT Geoscience Office Hendrik Falck, Scott Cairns, Luke Government Tom Setterfield Meeting Engagement Discuss geological potential of Northbelt, logistical issues, regulatory TerraX satisfied with merit of the property Ootes, Malcolm Robb Joe Campbell Yellowknife envirornment 9‐Jan‐13 NWT‐Nunavut Chamber Executive Director Tom Hoefer NGO Tom Setterfield Meeting Engagement Discuss role of Chamber of Mines in exploration, general logistical of Mines Joe Campbell Yellowknife matters 9‐Jan‐13 GoC‐AANDC Minerals and Mining Recorder Rose Greening Government Tom Setterfield Meeting Engagement Overview of mineral leases and claims Petroleum Joe Campbell Yellowknife 21‐Jan‐13 NWT Geoscience Office Scott Cairns Government Tom Setterfield e‐mail Contact request the use of government scanners and office space 23‐Jan‐13 NWT Geoscience Office Scott Cairns Government Tom Setterfield e‐mail Contact Scott agreed to the above request of january 21 25‐Jan‐13 NWT Geoscience Office Scott Cairns Government Tom Setterfield e‐mail Contact Back and forth emails confirming everything ready for TerraX visit

Feb 5 to 11 NWT Geoscience Office Hendrik Falck Government Tom Setterfield Meeting Engagement Working in office copying historical records found by the NWT Geoscience Yellowknife Office 6‐Feb‐13 GoC‐AANDC Minerals and Malcolm Robb Government Tom Setterfield Meeting Engagement Describe potential project and seek advise on the process of engagement Interview potential consultants to assist with northern Petroleum Yellowknife engagement 16‐Feb‐13 MVLWB Chair Willard Hagen Regulator David Connelly Meeting Engagement Early notice of upcoming project. Initial activities appear to be below Committed to meeting with MVLWB staff when Yellowknife threshold. Previously heavily explored area but Giant Mine could be an President of TerraX was next in YK. issue. Get an early start on engagement for any activity that needs a licence. Make an appointment for TerraX mgt to meet with Board Staff

27‐Feb‐13 NWT Geoscience Office Hendrik Falck Government Tom Setterfield emails Contact Back and forth emails regarding historical photos of Crestaurum NWT Geoscience provided several photographs 19‐Mar‐13 NWT Geoscience Office Hendrik Falck Government Tom Setterfield emails Contact Back and forth emails regarding the Goodwin property 19‐Mar‐13 GoC‐AANDC Minerals and Mining Recorder Rose Greening Government Tom Setterfield e‐mail Contact Back and forth emails regarding the Goodwin property Petroleum 20‐Mar‐13 NWT Geoscience Office Hendrik Falck Government Tom Setterfield emails Contact Back and forth emails regarding the Goodwin property NWT Geoscience provided information on the Goodwin property 20‐Mar‐13 GoC‐AANDC Minerals and Deputy Mining Recorder Marcia Government Tom Setterfield e‐mail Engagement TerraX requested Claim History Reports for Goodwin property Petroleum Moss 21‐Mar‐13 GoC‐AANDC Minerals and Mining Clerk Delma Pielak Government Tom Setterfield e‐mail Engagement Mining Recorder's office provided Claim History Reports Petroleum for Goodwin property 15‐Apr‐13 GoC‐AANDC Minerals and Mining Recorder Rose Greening Government Tom Setterfield e‐mail Engagement Discussion on TerraX's prospectors license, Northbelt leases Mining Recorder provided form to acquire prospectors Petroleum license, also information on leases 26‐Apr‐13 GoC‐AANDC Minerals and Mining Recorder Rose Greening Government Tom Setterfield e‐mail Contact Discussion on lease renewal Petroleum 7‐May‐13 GoC‐AANDC Malcolm Robb Government David Connelly Meeting Engagement ANNDC seeking an update on the project and financing status Understood to provide update Yellowknife 14‐May‐13 Rotary President Hilary Jones NGO David Connelly e‐mail Contact To request an opportunity for Joe Campbell to make a presentation to the Rotary Club about the project 14‐May‐13 Rotary Mike Kalnay NGO David Connelly e‐mail Engagement Rotary is committed to a community project that night Agreed to reschedule presentation

Page 1 of 20 TerraX Minerals Inc., Yellowknife City Gold Project, NT, Engagement Log 2013 (Interim) 2013 Community Engagements Date Organization Organization's Representatives Type of TerraX Contact Type ‐ Contact / Purpose of the engagement, issues raised and recommendations made Proponent's response to issues, indication if resolved dd/mm/yy organization Representative meeting, letter, e‐ Engagement by affected parties or not, any changes to project as a result of mail, engagement activity phone/Location 14‐May‐13 GoC‐AANDC Minerals and A/Director Malcolm Robb Government David Connelly Meeting Engagement Provided quick update on status of project and sought ANNDC's input on Petroleum Yellowknife indentifying members of Federal family to brief and changes arising from devolution 14‐May‐13 GoC‐AANDC Minerals and A/Director Malcolm Robb Government David Connelly Meeting Contact Various e‐mails arranging meeting date to present project to ANNDC Petroleum Yellowknife 15‐May‐13 MVLWB Chair Willard Hagen Regulator David Connelly Meeting Engagement Request a meeting with TerraX to review MVLWB process, note any Follow up meeting arrangements with Executive Yellowknife changes due to devolution, brief on project even though no licence is Director of MVLWB required at this stage 15‐May‐13 City of Yellowknife Mayor Mark Heyck Dir Nalini Naidoo Government David Connelly e‐mail and Engagement Introductory summary of project, initial work plan, exploration and attachments mining history of site, bios and map requesting meeting to present project concept and seek advice. 15‐May‐13 GoC‐AANDC Minerals and A/Dir Malcolm Robb, Mgr. Lands Government David Connelly e‐mail and Engagement Introductory summary of project, initial work plan, exploration and Petroleum Karen Polaboff, Minerals Advisor attachments mining history of site, bios and map requesting meeting to present Mike Byrne, Miners Advisor Val project concept and seek advice. Gordon 15‐May‐13 NWT‐Nunavut Chamber Executive Director Tom Hoefer NGO David Connelly e‐mail and Engagement Introductory summary of project, initial work plan, exploration and of Mines attachments mining history of site, bios and map requesting meeting to present project concept and seek advice. 16‐May‐13 City of Yellowknife Dir. Ec Dev Nalini Naidoo Government David Connelly e‐mail Contact Confirming meeting request ‐ date to be finalised. City CAO added to participants list 16‐May‐13 Gov of the NWT Superintendant Tracy St. Denis Government David Connelly e‐mail and Engagement Determining proper level for CEO of TerraX to offer initial briefing to Followed up by requesting meeting to brief DM ITI attachments

16‐May‐13 GoC ‐ CanNor Reg. Dir. Kevin Lewis Government David Connelly Meeting Engagement Provide heads and background for a written meeting request that would Yellowknife follow re introducing the TerraX project 16‐May‐13 GoC ‐ CanNor Dir. Gen. Matthew Spence Government David Connelly Meeting Engagement Provide heads and background for a written meeting request that would Followed up with an e‐mail to the Giant remediation Yellowknife follow re introducing the TerraX project. Also discussed TerraX's team. concerns about the near by clean up activities at Giant and how to ensure safety of TerraX staff and equipment. CanNor offered to help close the loop with the Giant remediation team 16‐May‐13 Gov of the NWT DM Peter Vician Government David Connelly e‐mail and Engagement Introductory summary of project, initial work plan, exploration and attachments mining history of site, bios and map requesting meeting to present project concept and seek advice. 16‐May‐13 GoC ‐ CanNor Reg. Dir. Kevin Lewis Dir . Gen. Government David Connelly e‐mail and Engagement Introductory summary of project, initial work plan, exploration and Matthew Spence attachments mining history of site, bios and map requesting meeting to present project concept and seek advice. 16‐May‐13 Gov of the NWT DM Peter Vician, Dir. Tim Coleman Government David Connelly e‐mail Contact Various e‐mails confirming meeting request, GNWT participants to be Added suggestions to list for project briefing and finalised engagement 16‐May‐13 Alternatives North Kevin O'Reilly NGO David Connelly Meeting Engagement To seek advice on environmental and social justice groups to engage with Added suggestions to list for project briefing and Yellowknife and brief on project engagement 16‐May‐13 Public Service Alliance of Steve NGO David Connelly Meeting Engagement To seek advice on labour representatives to engage with and brief on Canada Yellowknife project 16‐May‐13 Ecology North Christine Wenman NGO David Connelly Meeting Engagement Discuss potential use of Ecology North's facilities to host briefing of Agreed to follow up with formal request Yellowknife environmental, social justice and labour NGOs. TerraX asked to follow up with formal request.

Page 2 of 20 TerraX Minerals Inc., Yellowknife City Gold Project, NT, Engagement Log 2013 (Interim) 2013 Community Engagements Date Organization Organization's Representatives Type of TerraX Contact Type ‐ Contact / Purpose of the engagement, issues raised and recommendations made Proponent's response to issues, indication if resolved dd/mm/yy organization Representative meeting, letter, e‐ Engagement by affected parties or not, any changes to project as a result of mail, engagement activity phone/Location 16‐May‐13 Ecology North Christine Wenman NGO David Connelly e‐mail and Engagement Written request of use Ecology North's facilities to host briefing and attachments providing Introductory summary of project, initial work plan, exploration and mining history of site, bios and map requesting meeting to present project concept and seek advice. 16‐May‐13 Ecology North Christine Wenman NGO David Connelly e‐mail Contact Ecology North advises that request has been forwarded to their BoD. Ecology North agrees to host, TerraX to cater meal from Several administrative e‐mails back and forth result in confirmed logistics Smoke House Cafe. and meeting space. 16‐May‐13 NWT Geoscience Office Hendrik Falck Government Tom Setterfield phone Contact Discussion on ATV access to Northbelt property NWT Geoscience provided introduction to Resource Management Officer 16‐May‐13 GoC‐AANDC Resource Management Officer Clint Government Tom Setterfield emails Discussion on ATV access to Northbelt property Agreed to meet the following week Ambrose 17‐May‐13 GoC ‐ CanNor Reg. Dir. Kevin Lewis Government David Connelly e‐mails Contact Several administrative e‐mails back and forth result in confirmed meeting and logistics. 17‐May‐13 Gov of the NWT MLA Bob Bromley Government David Connelly e‐mail and Engagement Introductory summary of project, initial work plan, exploration and attachments mining history of site, bios and map requesting meeting to present project concept and seek advice from Yellowknife MLA's. 17‐May‐13 GoC Dir. Regional Affairs Sandy Lee Government David Connelly e‐mail and Engagement Introductory summary of project, initial work plan, exploration and attachments mining history of site, bios and map requesting meeting to present project concept and seek advice. 17‐May‐13 Yellowknife Chamber of Executive Director Leslie Campbell NGO David Connelly e‐mail and Engagement Introductory summary of project, initial work plan, exploration and Commerce attachments mining history of site, bios and map requesting meeting to present project concept and seek advice. 17‐May‐13 NWT Chamber of Executive Director Mike Bradshaw NGO David Connelly e‐mail and Engagement Introductory summary of project, initial work plan, exploration and Commerce attachments mining history of site, bios and map requesting meeting to present 17‐May‐13 Gov of the NWT MLA Bob Bromley via Craig Yeo Government David Connelly e‐mail Engagement E‐mail from Bob Bromley's office to non‐ Cabinet Yellowknife MLA's inviting them to the TerraX project briefing at the Leg. 17‐May‐13 MVLWB Executive Director Zabey Nevitt Regulator David Connelly e‐mail Contact Visit to MVLWB office to set up meeting followed by e‐mail from ED. Request for TerraX to provide content and subject matter 17‐May‐13 NWT‐Nunavut Chamber Executive Director Tom Hoefer NGO David Connelly e‐mail and Engagement Requesting TerraX to become a member of the NWT Chamber of Mines. TerraX agrees to complete membership form and of Mines attachment TerraX agrees. return with fees. 17‐May‐13 MVLWB Executive Director Zabey Nevitt Regulator David Connelly e‐mail Engagement Introductory summary of project, initial work plan, exploration and mining history of site, bios and map requesting meeting to present project concept and seek advice particularly as it relates to MVLWB process 17‐May‐13 Yellowknife Chamber of Executive Director Leslie Campbell NGO David Connelly e‐mail and Contact Confirming meeting for both NWT and Yellowknife Chambers and Commerce attachments extending invitation to their members 17‐May‐13 MVLWB Executive Director Zabey Nevitt Regulator David Connelly e‐mail Contact Confirming meeting 17‐May‐13 GoC‐AANDC Minerals and A/Dir Malcolm Robb, Mgr. Lands Government David Connelly e‐mail Contact ANNDC confirming meeting in their offices ‐ and various follow up e‐mails Petroleum Karen Polaboff, Minerals Advisor to arrange logistics Mike Byrne, Miners Advisor Val Gordon 17‐May‐13 GoC ‐ CanNor Dir. Gen. Matthew Spence Government David Connelly Meeting Contact CanNor confirming meeting in their offices ‐ and various follow up e‐mails Yellowknife to arrange logistics 17‐May‐13 GoC‐AANDC Giant Dir. Jane Amphlett; Dir. Gen. Mathew Government David Connelly e‐mail and Engagement Requesting a meeting to become aware of each other’s plans, potential Remediation Team Spence attachments impacts and some possible synergies. Providing introductory summary of project, initial work plan, exploration and mining history of site, bios and map.

Page 3 of 20 TerraX Minerals Inc., Yellowknife City Gold Project, NT, Engagement Log 2013 (Interim) 2013 Community Engagements Date Organization Organization's Representatives Type of TerraX Contact Type ‐ Contact / Purpose of the engagement, issues raised and recommendations made Proponent's response to issues, indication if resolved dd/mm/yy organization Representative meeting, letter, e‐ Engagement by affected parties or not, any changes to project as a result of mail, engagement activity phone/Location 17‐May‐13 GoC‐AANDC Giant Dir. Jane Amphlett Government David Connelly e‐mail Contact Referred TerraX to Adrian Paradis or Denny Hordahn. Adrian Paradis Remediation Team referred TerraX to Benny Nordahn.

17‐May‐13 GoC‐AANDC Giant Project Officer Benny Nordahn Government David Connelly e‐mail Engagement Requesting a meeting to become aware of each other’s plans, potential Remediation Team impacts and some possible synergies. Providing introductory summary of project, initial work plan, exploration and mining history of site, bios and map. 17‐May‐13 Ecology North Christine Wenman NGO David Connelly e‐mail Contact Ecology North Board agrees to hosting of NGO meeting by TerraX in their Board room. Various logistical e‐mails followed. 17‐May‐13 GoC‐AANDC Minerals and Mining Recorder Rose Greening Government Tom Setterfield e‐mails, phone Engagement Discussion on renewing certain Northbelt leases Agreed to meet following week Petroleum 17‐May‐13 GoC‐AANDC Giant Mine System Officer Ben Nordahn Government Tom Setterfield e‐mails, phone Contact Discussion on Northbelt core location Agreed to meet following week Remediation Team 18‐May‐13 NWT Mine Training General Manager Hilary Jones NGO David Connelly e‐mail and Engagement Introductory summary of project, initial work plan, exploration and Society attachments mining history of site, bios and map requesting meeting to present project concept and seek advice and synergies. 18‐May‐13 Skills Canada NWT Executive Director Jan Fullerton NGO David Connelly e‐mail and Engagement Introductory summary of project, initial work plan, exploration and attachments mining history of site, bios and map requesting meeting to present project concept and seek advice and synergies. 18‐May‐13 NWT Mine Training General Manager Hilary Jones NGO David Connelly e‐mail and Contact Confirms meeting and books boardroom. Society attachments 18‐May‐13 NWT Mine Training General Manager Hilary Jones NGO David Connelly e‐mail Engagement Requests for available graduates that could work as field assistants for Society TerraX this summer. 19‐May‐13 NWT Mine Heritage Marie Adams NGO David Connelly e‐mail and Engagement Introductory summary of project, initial work plan, exploration and Society attachments mining history of site, bios and map requesting meeting to present project concept and seek advice and assist in MTS objectives

19‐May‐13 Public Service Alliance of Steve Peterson NGO David Connelly e‐mail and Engagement Introductory summary of project, initial work plan, exploration and Canada attachments mining history of site, bios and map requesting meeting to present project concept and seek advice and input 19‐May‐13 Alternatives North Kevin O'Reilly NGO David Connelly e‐mail and Engagement Introductory summary of project, initial work plan, exploration and attachments mining history of site, bios and map requesting meeting to present project concept and seek advice and input 19‐May‐13 Pembina Institute Shauna Morgan NGO David Connelly e‐mail and Engagement Introductory summary of project, initial work plan, exploration and attachments mining history of site, bios and map requesting meeting to present project concept and seek advice and input 19‐May‐13 Alternatives North Doug Richie NGO David Connelly e‐mail and Engagement Introductory summary of project, initial work plan, exploration and attachments mining history of site, bios and map requesting meeting to present project concept and seek advice and input 19‐May‐13 Protected Areas Strategy Executive Director Karen Harme NGO David Connelly e‐mail and Engagement Introductory summary of project, initial work plan, exploration and attachments mining history of site, bios and map requesting meeting to present project concept and seek advice and input 19‐May‐13 Ecology North Dawn Tremblay NGO David Connelly e‐mail and Engagement Introductory summary of project, initial work plan, exploration and attachments mining history of site, bios and map requesting meeting to present project concept and seek advice and input

Page 4 of 20 TerraX Minerals Inc., Yellowknife City Gold Project, NT, Engagement Log 2013 (Interim) 2013 Community Engagements Date Organization Organization's Representatives Type of TerraX Contact Type ‐ Contact / Purpose of the engagement, issues raised and recommendations made Proponent's response to issues, indication if resolved dd/mm/yy organization Representative meeting, letter, e‐ Engagement by affected parties or not, any changes to project as a result of mail, engagement activity phone/Location 19‐May‐13 Ecology North Christine Wenman NGO David Connelly e‐mail and Engagement Introductory summary of project, initial work plan, exploration and attachments mining history of site, bios and map requesting meeting to present project concept and seek advice and input 19‐May‐13 Public Service Alliance of VP Debbie McLaughlin NGO David Connelly e‐mail and Engagement Introductory summary of project, initial work plan, exploration and Canada attachments mining history of site, bios and map requesting meeting to present project concept and seek advice and input 19‐May‐13 Public Service Alliance of VP Debbie McLaughlin NGO David Connelly e‐mail and Contact Accepts invitation and will be attending Canada attachments 20‐May‐13 Public Service Alliance of VP Debbie McLaughlin NGO David Connelly e‐mail and Engagement Sharing community engagement philosophy. Canada attachments 20‐May‐13 Gov of the NWT Dept of Director of Operations Dan O'Neil Government David Connelly e‐mail and Engagement Introductory summary of project, initial work plan, exploration and the Executive attachments mining history of site, bios and map requesting meeting to present project concept and seek advice. 20‐May‐13 Gov of the NWT Dept of Director of Operations Dan O'Neil Government David Connelly e‐mail and Contact Confirmed meeting the Executive attachments 21‐May‐13 Gov of the NWT MLA Bob Bromely MLA Robert Government David Connelly e‐mail Contact Confirm briefing in the Legislative Assembly Hawkins 21‐May‐13 NWT Mine Heritage President Walt Humphries NGO David Connelly e‐mail Contact Confirms availability for meeting and various follow up e‐mails to confirm Society location and time. 21‐May‐13 GoC‐AANDC Giant Mine Systems Officer Benny Nordahn Government Dr. Tom meeting Engagement Meeting to become aware of each other’s plans, potential impacts and Remediation Team Setterfield Terrax some possible synergies. Arranged to recover additional core and mining David Connelly records from Giant Site.

22‐May‐13 GoC‐AANDC Minerals and A/Dir Malcolm Robb, Mgr. Lands Government David Connelly e‐mail Contact ANNDC re‐ confirming meeting in their offices. Petroleum Karen Polaboff, Minerals Advisor Mike Byrne, Miners Advisor Val Gordon 22‐May‐13 GoC ‐ CanNor Reg. Dir. Kevin Lewis Dir . Gen. Government David Connelly e‐mail Contact CanNor re‐ confirming meeting in their offices. Matthew Spence 22‐May‐13 NWT‐Nunavut Chamber Executive Director Tom Hoefer NGO David Connelly e‐mail Contact Re‐ confirming meeting in Smoke House Cafe of Mines 22‐May‐13 MVLWB Executive Director Zabey Nevitt Regulator David Connelly e‐mail Contact Re‐confirming meeting in Water Boards offices.

22‐May‐13 Gov of the NWT DM Peter Vician Government David Connelly e‐mail Contact Re‐confirming meeting in ITI's offices.

Page 5 of 20 TerraX Minerals Inc., Yellowknife City Gold Project, NT, Engagement Log 2013 (Interim) 2013 Community Engagements Date Organization Organization's Representatives Type of TerraX Contact Type ‐ Contact / Purpose of the engagement, issues raised and recommendations made Proponent's response to issues, indication if resolved dd/mm/yy organization Representative meeting, letter, e‐ Engagement by affected parties or not, any changes to project as a result of mail, engagement activity phone/Location 22‐May‐13 Gov of Canada AANDC Malcolm Robb – Acting Director Government Joe Campbell meeting Gallery Engagement To introduced the project including initial work plan, exploration and Minerals and Petroleum Directorate David Connelly Building mining history of site, understand concerns particularly as they relate to Karen Polakoff – Manager of Lands Giant Mine, seek advice on engagement and permitting and understand Administration and A/A Director the role of the department and the impact of devolution Minerals and Petroleum Directorate Mike Byrne – Mineral Development Advisor Val Gordon – Mineral Development Advisor _____ Balsillie

22‐May‐13 Gov of Canada CanNor Kevin Lewis, Regional Director Government Joe Campbell meeting CanNor's Engagement To introduced the project including initial work plan, exploration and CanNor David Connelly offices mining history of site, understand concerns particularly as they relate to Matthew Spence, Director General, Giant Mine, seek advice on engagement and permitting and understand CanNor role of CanNor

22‐May‐13 NWT/NU Chamber of Tom Hoefer, Executive Director NGO Joe Campbell meeting Smoke Engagement To introduced the project including initial work plan, exploration and Mines David Connelly Dr. House Cafe N'Dilo mining history of site, understand concerns particularly as they relate to Tom Setterfield Giant Mine, seek advice on engagement and permitting and understand role of CanNor 22‐May‐13 Mackenzie Valley Land Zabey Nevitt Regulator Joe Campbell meeting MVLWB's Engagement To introduce the project, share the current below threshold level of and Water Board Executive Director David Connelly offices activity, anticipate a winter drilling program and applying for a drilling permit in Oct 2013, discussed permitting process 22‐May‐13 Gov of GNWT ‐ ITI Peter Vician, Deputy Minister Government Joe Campbell meeting ITI's Engagement To introduced the project including initial work plan, exploration and Tim Coleman, Director, Planning David Connelly Offices mining history of site, understand concerns particularly as they relate to Coordination Giant Mine, seek advice on engagement and permitting and understand the role of the department and the impact of devolution discuss infrastructure and the benefits of work close to communities.

22‐May‐13 GoC‐AANDC Resource Management Officer Clint Government Tom Setterfield meeting Engagement Discussion on ATV access to Northbelt property Ambrose 22‐May‐13 Gov of the NWT Dept of Director Wildlife Linda Yonge Government David Connelly e‐mail and Engagement Introductory summary of project, initial work plan, exploration and Environment and Natural attachments mining history of site, bios and map requesting meeting to present Resources project concept and seek advice. 22‐May‐13 Ecology North Dawn Tremblay NGO David Connelly phone/e‐mail Contacts Various contacts to coordinate presentation and catering 22‐May‐13 Gov of the NWT Dept of Director Wildlife Linda Yonge Government David Connelly meeting Old Town Contact Followed up on previous e‐mail re TerraX. Was advised that it should TerraX to redirect request for meeting with ENR to Environment and Natural more property be sent to Mary Tapsell. Mary Tapsell. TerraX to further redirect to Fred Resources Mandeville, Superintendent, North Slave Region ENR

22‐May‐13 Gov of the NWT Dept of Director Mary Tapsell Government David Connelly meeting Old Town Contact Discussed nature of request with Mary Tapsell and undertook to forward Environment and Natural written request to her. Resources 22‐May‐13 Gov of the NWT Dept of Director Mary Tapsell Government David Connelly e‐mail and Engagement Introductory summary of project, initial work plan, exploration and Environment and Natural attachments mining history of site, bios and map requesting meeting to present Resources project concept and seek advice. 22‐May‐13 GoC‐AANDC Minerals and Mining Recorder Rose Greening Government Tom Setterfield meeting Engagement Signed documents to renew Northbelt leases Renewed leases Petroleum Joe Campbell

Page 6 of 20 TerraX Minerals Inc., Yellowknife City Gold Project, NT, Engagement Log 2013 (Interim) 2013 Community Engagements Date Organization Organization's Representatives Type of TerraX Contact Type ‐ Contact / Purpose of the engagement, issues raised and recommendations made Proponent's response to issues, indication if resolved dd/mm/yy organization Representative meeting, letter, e‐ Engagement by affected parties or not, any changes to project as a result of mail, engagement activity phone/Location 23‐May‐13 GoC‐AANDC Resource Management Officer Clint Government Tom Setterfield email and Engagement ATV access to Northbelt property Clint Ambrose forwarded maps to TerraX Ambrose attachments 23‐May‐13 City of Yellowknife Mayor Mark Heyck Government David Connelly meeting Old Town Engagement Provided brief update on the TerraX project and set framework for upcoming meeting. 23‐May‐13 NWT Mine Training General Manager Hilary Jones NGO David Connelly e‐mail and Contact Reconfirming meeting in Mine Training Society board room. Society attachments 23‐May‐13 NWT Mine Training General Manager Hilary Jones NGO David Connelly e‐mail Contact Reconfirming meeting in Mine Training Society board room. Society 23‐May‐13 Gov of the NWT MLA Bob Bromely Government David Connelly e‐mail Contact Reconfirming meeting at the Legislative Assembly 23‐May‐13 Public Service Alliance of Steve Peterson NGO David Connelly e‐mail Contact Reconfirming meeting and presentation at Ecology North Canada 23‐May‐13 Alternatives North Kevin O'Reilly NGO David Connelly e‐mail Contact Reconfirming meeting and presentation at Ecology North

23‐May‐13 Pembina Institute Shauna Morgan NGO David Connelly e‐mail Contact Reconfirming meeting and presentation at Ecology North

23‐May‐13 Alternatives North Doug Richie NGO David Connelly e‐mail Contact Reconfirming meeting and presentation at Ecology North 23‐May‐13 Protected Areas Strategy Executive Director Karen Harme NGO David Connelly e‐mail Contact Reconfirming meeting and presentation at Ecology North

23‐May‐13 Ecology North Dawn Tremblay NGO David Connelly e‐mail Contact Reconfirming meeting and presentation at Ecology North 23‐May‐13 Public Service Alliance of VP Debbie McLaughlin NGO David Connelly e‐mail Contact Reconfirming meeting and presentation at Ecology North Canada 23‐May‐13 Yellowknife Chamber of Executive Director Leslie Campbell NGO David Connelly e‐mail Contact Reconfirming meeting in Chambers' joint board room. Commerce 23‐May‐13 NWT Chamber of Executive Director Mike Bradshaw NGO David Connelly e‐mail Contact Reconfirming meeting in Chambers' joint board room. Commerce 23‐May‐13 City of Yellowknife Mayor Mark Heyck, Dir. Nalini Government David Connelly e‐mail Contact Reconfirming meeting in City Hall board room 2nd fl. Naidoo CAO Denis 23‐May‐13 Alternatives North Kevin O'Reilly NGO David Connelly e‐mail Contact Advising Gordon Hamre and Sauna Morgan will attend project briefing on behalf of Alternatives North 23‐May‐13 Gov of the NWT Dept of Director Wildlife Linda Yonge Government David Connelly e‐mail Engagement Redirecting TerraX's meeting request to ENR North Slave Superintendent TerraX will redirect its ENR meeting request to ENR Environment and Natural Fred Mandeville. North Slave Superintendent Fred Mandeville Resources 23‐May‐13 NWT‐Nunavut Chamber Executive Director Tom Hoefer NGO David Connelly e‐mail Engagement E‐mail re cottage lot expansion by GNWT and suggested contacting MACA TerraX to follow up with MACA to send letters to of Mines to ensure that there any cottage owners are consulted parties with leases.

23‐May‐13 Mine Training Society Hillay Jones Executive Director NGO Joe Campbell meeting MTS Engagement Meeting to explain the project, discuss the potential employment and NWT David Connelly Board Room training requirements, learn about the labour pool and understand the resources to help develop the labour pool.

23‐May‐13 Skills Canada NWT Jan Fullerton Executive Director NGO Joe Campbell meeting MTS Engagement Meeting to explain the project, discuss the potential employment and David Connelly Board Room training requirements, learn about the labour pool and understand the resources to help develop the labour pool.

Page 7 of 20 TerraX Minerals Inc., Yellowknife City Gold Project, NT, Engagement Log 2013 (Interim) 2013 Community Engagements Date Organization Organization's Representatives Type of TerraX Contact Type ‐ Contact / Purpose of the engagement, issues raised and recommendations made Proponent's response to issues, indication if resolved dd/mm/yy organization Representative meeting, letter, e‐ Engagement by affected parties or not, any changes to project as a result of mail, engagement activity phone/Location 23‐May‐13 Legislative Assembly Dr. Bob Bromley MLA Weledah Government Joe Campbell meeting MTS Engagement To introduced the project including initial work plan, exploration and Robert Hawkins MLA Yellowknife David Connelly Board Room mining history of site, understand concerns particularly as they relate to Centre, Craig Yeo Constituency Giant Mine, seek advice on engagement and permitting and understand Assistant the interests of MLAs, discuss infrastructure and the benefits of work close to communities.

23‐May‐13 Ecology North Dawn Tremblay NGO Joe Campbell meeting Ecology Engagement To introduced the project including initial work plan, exploration and Alternatives North David Connelly Dr. North's offices mining history of site, understand concerns particularly as they relate to Protected Area Strategy Tom Setterfield Giant Mine environment and labour history, seek advice on engagement, The Pembina Institute discuss how this project would be different than historic projects. Public Service Alliance of Canada Ecology North Board Room 23‐May‐13 Yellowknife Chamber of Leslie Valpy, Executive Director NGO Joe Campbell meeting Chambers' Engagement To introduced the project including initial work plan, exploration and Commerce Mike Bradshaw, Executive Director David Connelly Board Room mining history of site, understand concerns particularly as they relate to NWT Chamber of Giant Mine environment and labour history, seek advice on the business Commerce community and their capacity for local supply, discuss how this project would be different than historic projects.

23‐May‐13 City of Yellowknife Mayor Mark Heyck Government Joe Campbell meeting City Hall Engagement To introduced the project including initial work plan, exploration and Dennis Kefalas City Manager David Connelly Board Room mining history of site, understand concerns particularly as they relate to Nalini Naidoo Giant Mine environment and labour history, seek advice from the City on Director Business Development its capacity and interest to support a local mine, discuss how this project would be different than historic projects.

24‐May‐13 NWT Mine Heritage President Walt Humphries NGO David Connelly e‐mail Contact Reconfirming meeting at Walt Humphries home Society 24‐May‐13 GNWT ‐ Department of Dan O'Neil, Director of Operations for Government Joe Campbell meeting Dancing Engagement To introduced the project including initial work plan, exploration and the Executive the Executive David Connelly Moose Cafe mining history of site, understand concerns particularly as they relate to Giant Mine environment and labour history, seek advice on how to proceed, discuss how this project would be different than historic projects 24‐May‐13 NWT Mine Heritage President Walt Humphries NGO Joe Campbell meeting Walt's Engagement To introduced the project including initial work plan, gain the perspective Society David Connelly Dr. house of the Society particularly with regard to artifacts on the property that Tom Setterfield may be of interest to the society, offer to partner in protecting any, learn about past exploration on the property, discuss how this project would be different than historic projects.

24‐May‐13 GoC‐AANDC Giant Mine Systems Officer Benny Nordahn Government Dr. Tom meeting Engagement Visit to Giant Mine site to view mining records and Northbelt core Remediation Team Setterfield 24‐May‐13 Deton'Cho/Nuna Logistics Giant Mine Manager Mike Borden Government Dr. Tom meeting Engagement Discussed process whereby TerraX could access Northbelt core stored on Setterfield the Giant site

Page 8 of 20 TerraX Minerals Inc., Yellowknife City Gold Project, NT, Engagement Log 2013 (Interim) 2013 Community Engagements Date Organization Organization's Representatives Type of TerraX Contact Type ‐ Contact / Purpose of the engagement, issues raised and recommendations made Proponent's response to issues, indication if resolved dd/mm/yy organization Representative meeting, letter, e‐ Engagement by affected parties or not, any changes to project as a result of mail, engagement activity phone/Location 25‐May‐13 Mackenzie Valley Land Willard Hagan, Chair Regulator Joe Campbell meeting Gold Engagement To introduced the project including initial work plan, exploration and and Water Board David Connelly Range Cafe mining history of site, understand concerns particularly as they relate to Giant Mine environment and labour history, seek advice on how to proceed, discuss how this project would be different than historic projects 25‐May‐13 GoC‐AANDC Mineral Development Advisor Mike Government Tom Setterfield meeting Engagement Discussion on ATV access to Northbelt property Mike provided trail maps of the Northbelt property Byrne Joe Campbell 27‐May‐13 Yellowknife Chamber of Executive Director Leslie Campbell NGO David Connelly by hand Engagement Chamber provides application for TerraX to become member. TerraX will complete Chamber application and return Commerce with fees. 27‐May‐13 NWT Skills Canada Executive Director Jan Fullerton NGO David Connelly e‐mail and Engagement Opportunity for Skills Canada trades club to make core tables in exchange attachments for a market value donation to club 28‐May‐13 Workers' Safety & Assessment Representative Sandi Government Dr. Tom e‐mail Engagement Sandi Hunt provided form for WSCC Compensation Hung Setterfield Commission 28‐May‐13 GNWT Housing Corp Regional Superintendant Andy Government David Connelly Phone Engagement Determining if the Deton Cho training facility was available either from Terposky Deton Cho of the Housing Corp

28‐May‐13 GNWT Housing Corp Regional Superintendant Andy Government David Connelly e‐mail Engagement Confirming TerraX's interest and details of offer to rent a portion of the Terposky Deton Cho Training Centre facilities for its Northern Operations Centre. If not possible to rent from Deton Cho then TerraX would like to rent from NWT Housing Corp. 28‐May‐13 NWT‐Nunavut Chamber Executive Director Tom Hoefer NGO David Connelly phone Engagement Chamber of Mines had received a call from Linda Vanden Berg (an Call DKFN to determine their concerns and provide of Mines anthropologist who is providing services to DKFN) and Robert Sayine a DKFN with information. former Chief of YKDFN.(May 28 4:00 pm) They had heard the news coverage regarding TerraX project. Linda asserted that Northbelt was a traditional use area of the DKFN and the DLFN wanted to be consulted. Tom Hoefer suggested I call them

29‐May‐13 GoC‐AANDC Minerals and Minerals Advisor Mike Byrne Government David Connelly phone Engagement Discussed phone call from Linda Vanden Berg on behalf of DKFN Petroleum asserting a claim over the Northbelt and confirmed that DKFN had not asserted a similar claim over the neighbouring Giant projects being managed by ANNDC. 30‐May‐13 Workers' Safety & Martin van Rooy, Engineer/Mine Government Dr. Tom e‐mail Engagement Martin van Rooy provided information on obtaining a Supervisor II Compensation Inspector Setterfield certificate in NWT Commission 3‐Jun‐13 Skills Canada NWT Executive Director Jan Fullerton NGO David Connelly e‐mail and Engagement Proposing a project in Ft. Res where the school and DKFN Dev Corp would attachments construct core tables for TerraX who would provide the materials and a donation equal to market value resulting in trades introduction for youth and a new mining related product for the Dev Corp.

Page 9 of 20 TerraX Minerals Inc., Yellowknife City Gold Project, NT, Engagement Log 2013 (Interim) 2013 Community Engagements Date Organization Organization's Representatives Type of TerraX Contact Type ‐ Contact / Purpose of the engagement, issues raised and recommendations made Proponent's response to issues, indication if resolved dd/mm/yy organization Representative meeting, letter, e‐ Engagement by affected parties or not, any changes to project as a result of mail, engagement activity phone/Location 10‐Jun‐13 Government Tom Setterfield meeting Engagement TerraX's contractor GeoVector submitted forms for Veronique WSCC; Bjorkman wrote the exam for Supervisor II Workers' Safety & Bjorkman Compensation Commission 10‐Jun‐13 GNWT Dept of Director Mike Kalnay Government David Connelly e‐mail Engagement Who should TerraX speak to get copies of lease holders to consult with? Executive

10‐Jun‐13 Gov of the NWT Dept of Superintendent, North Slave Region Government David Connelly e‐mail and Engagement Introductory summary of project, initial work plan, exploration and Environment and Natural ENR Fred Mandeville attachments mining history of site, bios and map requesting meeting to present Resources project concept and seek advice. 10‐Jun‐13 GoC RCMP Insp. Frank GALLAGHER Government David Connelly e‐mails and phone Contact E‐mails and phone calls to determine correct person to meet with and OIC Yellowknife Detachment brief on project re safety, situational awareness and mutual safe use by community groups. 10‐Jun‐13 Gov of the NWT Dept of Superintendent, North Slave Region Government David Connelly e‐mails and phone Contact Various phone calls and e‐mails to confirm meeting and coordinate Environment and Natural ENR Fred Mandeville logistics. Resources 11‐Jun‐13 GoC RCMP Insp. Frank GALLAGHER Government David Connelly e‐mail and Engagement Introductory summary of project, initial work plan, exploration and OIC Yellowknife Detachment attachments mining history of site, bios and map requesting meeting to present project concept and seek advice. 11‐Jun‐13 Great Slave Snowmobile Executive Bruce Hewlko David NGO David Connelly e‐mail and Engagement Introductory summary of project, initial work plan, exploration and Association Abernethy and Marg Hudder attachments mining history of site, bios and map requesting meeting to present project concept and seek advice. 11‐Jun‐13 GoC RCMP Insp. Frank GALLAGHER Government David Connelly e‐mail Contact Accepts meeting and various e‐mails on logistics OIC Yellowknife Detachment 12‐Jun‐13 Deton'Cho/Nuna Logistics Safety Superintendent Terry Cozzetto Government Dr. Tom emails Contact Back and forth emails to arrange TerraX participation in Giant Mine safety Setterfield course 12‐Jun‐13 Great Slave Snowmobile President Bruce Hewlko NGO David Connelly e‐mails and Engagement Accepts meeting and various e‐mails on logistics and participants Association attachments

12‐Jun‐13 Gov of the NWT MLA Bob Bromely and CA Andrew Government David Connelly e‐mail Contact E‐mails introducing and welcoming Bob Bromely new Constituency Robertson Assistant and bringing him up to speed. 13‐Jun‐13 GNWT Dept of Director Mike Kalnay Government David Connelly e‐mail Engagement Correct party to contact for contacting lease holders on Commissioner's Executive lands is MACA Robin Sproule or Emerald Murphy.

13‐Jun‐13 GNWT ‐ MACA Senior Lands Officer Robin Sproule Government David Connelly e‐mail Engagement How does TerraX we get a list of the leaseholders and cabin owners so that we can send them consultation letters and invitations?

13‐Jun‐13 GNWT ‐ MACA Senior Lands Officer Robin Sproule Government David Connelly e‐mail Engagement MACA advises that they can not disclose names of lease holders however they offer to distribute a letter from TerraX to the lease holders

13‐Jun‐13 GNWT ‐ MACA Senior Lands Officer Robin Sproule Government David Connelly e‐mail Engagement MACA advises that a Permission to Occupy is required for the portion of the project on Commissioner's lands and requests map and details.

Page 10 of 20 TerraX Minerals Inc., Yellowknife City Gold Project, NT, Engagement Log 2013 (Interim) 2013 Community Engagements Date Organization Organization's Representatives Type of TerraX Contact Type ‐ Contact / Purpose of the engagement, issues raised and recommendations made Proponent's response to issues, indication if resolved dd/mm/yy organization Representative meeting, letter, e‐ Engagement by affected parties or not, any changes to project as a result of mail, engagement activity phone/Location 13‐Jun‐13 GNWT ‐ MACA Senior Lands Officer Robin Sproule Government David Connelly phone and e‐mails Engagement Discussion if names of lease holders are confidential for the purposes of carrying out required consultation? Also is Permission to Occupy required when there is a mineral right? MACA agrees to discuss with head office. 15‐Jun‐13 Multi Sport Club Organizer Gary Strong NGO David Connelly meeting Pontoon Engagement Discussed clubs interest in the Northbelt area for activities and potential Lake interest in a project to clean up the area. 15‐Jun‐13 NWT Geoscience Office Hendrik Falck Government Tom Setterfield meeting/field trip Contact Field trip on the Northbelt property NWT Geoscience provided field trip to TerraX

17‐Jun‐13 Gov of the NWT CA Andrew Robertson Government David Connelly e‐mail Engagement Providing background on the TerraX file in preparation for designing a community engagement project which is in MLA Bromley's constituency.

17‐Jun‐13 City of Yellowknife Mayor Mark Heyck, Government David Connelly e‐mail Engagement Seeking the City's contribution of their experience in organising NFP road cleanups with a view to consulting NFP trail road and trail users on a project to clean up the garbage on the Crestaurum/Ryan Lake Road and Northbelt Trails. 17‐Jun‐13 Gov of the NWT MLA Dr. Bob Bromely Government David Connelly e‐mail Engagement Subject to consultation with the user groups and governments TerraX is favouring a collaborative community engagement project this summer/fall of cleaning up the Crestaurum/Northbelt Road and Trails. The model is similar to the City of Yellowknife’s program of providing financial support to the not‐for‐profit user groups who participate in the spring clean up. Can the Regular Members arrange or facilitate a source of GNWT funding to match the contributions of industry. 17‐Jun‐13 GNWT ‐ MACA Senior Lands Officer Robin Sproule Government David Connelly e‐mails Engagement Has MACA Head Office determined how we can best notify lease holders TerraX to provide a copy of the project map. on the Northbelt project. TerraX's President would like to organize a meeting with them the week of June 25th. MACA regional office advises that they have just followed up and requests a copy of the map.

15‐Jun‐13 Multi Sport Club Organizer Gary Strong NGO David Connelly e‐mail Engagement Forwarded copy of proposal for a Community Engagement Project to work with NFP user groups to clean up Crestaurum/Ryan Lake Road and Northbelt trails seeking a meeting to discuss their interest.

17‐Jun‐13 YWCA Julie Green NGO David Connelly e‐mail Engagement Seeking interest and input on putting together a small Community Engagement program on role models for women and girls in prospecting as both the TerraX professional prospectors are young women. Unfortunately the timing was off this time. 17‐Jun‐13 GNWT ‐ MACA Senior Lands Officer Robin Sproule Government David Connelly e‐mail Engagement MACA can not provide names of lease holders but suggests that TerraX TerraX to provide MACA with map put notice in the news paper and provide a letter to MACA which it will forward to lease holders. MACA request map to assist in project. TerraX will require Permit to Occupy Commissioner's lands from MACA

17‐Jun‐13 GNWT ‐ MACA Senior Lands Officer Robin Sproule Government David Connelly e‐mail Engagement TerraX appreciated that duty to consult needs to be balanced with ATIP. TerraX provides map so MACA can send notice to lease holders in the project area and buffer zone.

Page 11 of 20 TerraX Minerals Inc., Yellowknife City Gold Project, NT, Engagement Log 2013 (Interim) 2013 Community Engagements Date Organization Organization's Representatives Type of TerraX Contact Type ‐ Contact / Purpose of the engagement, issues raised and recommendations made Proponent's response to issues, indication if resolved dd/mm/yy organization Representative meeting, letter, e‐ Engagement by affected parties or not, any changes to project as a result of mail, engagement activity phone/Location 17‐Jun‐13 GNWT ‐ MACA Manager Lands Yvonne Doolittle Government David Connelly e‐mail Engagement Stresses notice in news paper in addition to letter via MACA

17‐Jun‐13 GNWT ‐ MACA Senior Lands Officer Robin Sproule Government David Connelly e‐mail Engagement Various e‐mails to organize letter to host meeting for CEO of TerraX's up coming visit ‐ in the end the letter could not be organised in time but meeting with MACA arranged 17‐Jun‐13 GNWT ‐ MACA Senior Lands Officer Robin Sproule Government David Connelly e‐mail Engagement Various e‐mails clarifying that it is a Permission to Occupy not a Permit.

17‐Jun‐13 Gov of the NWT MLA Dr. Bob Bromely Government David Connelly e‐mail Engagement MLA supporting road and trail clean up community engagement project and will help seek matching funding for volunteer groups.

17‐Jun‐13 GNWT ‐ MACA Senior Lands Officer Robin Sproule Government David Connelly e‐mail Engagement MACA sends draft Permission to Occupy letter for review and details to include. 17‐Jun‐13 Gov of the NWT Government David Connelly e‐mail Engagement How to engage the female prospectors in a role model for schools and also providing suggests to identify trail user groups for clean up project of the Northbelt trails ‐ MLA will help source funding from ENR. MLA Wendy Bisaro 17‐Jun‐13 GNWT ‐ MACA Senior Lands Officer Robin Sproule Government David Connelly e‐mail Engagement Various e‐mails around the details in the draft Permission to Occupy letter. 17‐Jun‐13 Yellowknife Ski Club President Tim Mercer NGO David Connelly e‐mail and Engagement Introductory summary of project, initial work plan, exploration and attachments mining history of site, bios and map requesting meeting to present project concept and seek advice. 17‐Jun‐13 Yellowknife Ski Club President Tim Mercer NGO David Connelly e‐mail and Engagement Advises that he has forwarded to the Ski Clubs new President John attachments Stephenson. 18‐Jun‐13 Deton'Cho/Nuna Logistics Safety Instructor Trevor England Government Tom Setterfield meeting Engagement Participation in Giant Mine safety course Joe Campbell Veronique Bjorkman 18‐Jun‐13 GNWT ‐ MACA Senior Lands Officer Robin Sproule Government David Connelly e‐mail Engagement MACA proposes initial term of Permission to Occupy

18‐Jun‐13 Yellowknife Ski Club President Tim Mercer NGO David Connelly e‐mail Contact Following up request for a meeting. 18‐Jun‐13 Yellowknife Ski Club President Tim Mercer NGO David Connelly e‐mail Contact Tim advises that there is a new has been elected and transfers request to John Stephenson 19‐Jun‐13 Gov of the NWT Constituent Assistant Andrew Government David Connelly e‐mail Engagement Andrew provides results of research on Northbelt trail users adding Robertson Midnight Sun Wheelers to the list. 19‐Jun‐13 Resident Expert Ryan Silke‐Historian Expert David Connelly e‐mail Engagement Request meeting to consult on history of the Northbelt 19‐Jun‐13 Gov of the NWT Constituent Assistant Andrew Government David Connelly e‐mail Engagement Advises that there is an off‐road 4x4 club that uses the Northbelt and Robertson provides contact info 19‐Jun‐13 Gov of the NWT Bob Bromley and Constituent Government David Connelly e‐mail Engagement Advises that they are looking into possible ways to assist with funding of Assistant Andrew Robertson clean up by volunteer user groups of the Northbelt 20‐Jun‐13 Gov of the NWT Constituent Assistant Andrew Government David Connelly e‐mail Contact GNWT forwarded transcripts from three radio news clips re‐project Robertson 23‐Jun‐13 Yellowknife Ski Club President Yellowknife Ski Club John NGO David Connelly e‐mails Contact Advising that Ski Club's representatives will be John Stephenson and Stephenson Steven Dunbar and return acknowledgment 23‐Jun‐13 Great Slave Snowmobile President Bruce Hewlko NGO David Connelly e‐mails Contacts Various meeting arrangements Association

24‐Jun‐13 Mackenzie Valley Land Executive Director Zabey Nevitt Regulator David Connelly e‐mails Engagement Request for the MVLWB to review the proposed format of TerraX and Water Board engagement log

Page 12 of 20 TerraX Minerals Inc., Yellowknife City Gold Project, NT, Engagement Log 2013 (Interim) 2013 Community Engagements Date Organization Organization's Representatives Type of TerraX Contact Type ‐ Contact / Purpose of the engagement, issues raised and recommendations made Proponent's response to issues, indication if resolved dd/mm/yy organization Representative meeting, letter, e‐ Engagement by affected parties or not, any changes to project as a result of mail, engagement activity phone/Location 24‐Jun‐13 Gov of the NWT Dept of Superintendent, North Slave Region Government David Connelly e‐mails Contact Confirming meeting Environment and Natural ENR Fred Mandeville Resources 25‐Jun‐13 Mackenzie Valley Land Executive Director Zabey Nevitt Regulator David Connelly e‐mails Contact Follow up re format of engagement log and Water Board 25‐Jun‐13 Yellowknife Ski Club President Yellowknife Ski Club John NGO David Connelly e‐mails Engagement Ski Club provided link to data base of lease holders in the area Stephenson 25‐Jun‐13 Gov of the NWT Dept of Regional Environmental Assessment Government David Connelly e‐mails Contacts Request for Shape files so ENR can provide info on species of concern. Provide Shape Files Environment and Natural Coordinator , North Slave Region ENR Resources Sarah True 27‐Jun‐13 GNWT ‐ MACA Senior Lands Officer Robin Sproule Government David Connelly e‐mails Engagement Request for map of the Northbelt and Goldwin Claims Requested map provided

27‐May‐13 City of Yellowknife Mayor Mark Heyck, Dir. Nalini Government David Connelly e‐mails Contact Crestaurum/Northbelt Road and Trails Clean Up Project ‐ Request to Naidoo CAO Dennis Kefalas Learn From the City of Yellowknife's Experience 27‐May‐13 YK Multi Sport Club Director ‐ Gary Strong NGO David Connelly e‐mails Engagement Invitation to participate as a NFP user group in Crestaurum/Northbelt Road and Trails from Vee Lake Boat Launch ‐ Clean Up Project

27‐Jun‐13 GNWT ‐ MACA Senior Lands Officer Robin Sproule Government David Connelly e‐mails Engagement Awaiting decision for Superintendent re the issuing of a Permission to Occupy letter from the GNWT to TerraX 2‐Jul‐13 Gov of the NWT MLA Bob Bromley Government David Connelly e‐mail Contact E‐Mail advising on the progress of sourcing matching GNWT funds for the Crestaurum/Northbelt Road and Trails from Vee Lake Boat Launch ‐ Clean Up Project 4‐Jul‐13 Mine Training Society Board and General Manager Hilary NGO David Connelly Meeting Engagement Participate in graduation of Introduction to Underground Miner, Jones Underground Miner and Drill Blast 4‐Jul‐13 City of Yellowknife Program Manager Brian Kelln Government David Connelly e‐mail Contact City forwarded examples of the Clean Up Service Agreements and program outlines to model the Northbelt clean up after 5‐Jul‐13 Deton'Cho/Nuna Logistics Safety Superintendent Steve Millar Government Tom Setterfield meeting Contact TerraX expressed appreciation for co‐operation from Giant Mine

23‐Jul‐13 GNWT ‐ MACA Senior Lands Officer Robin Sproule Government David Connelly e‐mail Engagement GNWT forwards a letter to TerraX "Permission to Occupy Commissioner's Land" together with attached map. 23‐Jul‐13 GNWT ‐ MACA Senior Lands Officer Robin Sproule Government David Connelly e‐mail Engagement Acknowledges receipt of Permission to Occupy Commissioner's Lands and provided update on activities on those lands 8‐Aug‐13 Mine Training Society Board and General Manager Hilary NGO David Connelly e‐mail Engagement Invitation to participate in Prime Ministers announcement of future mine Jones training funds for the NWT 14‐Aug‐13 Gov of the NWT Constituent Assistant Andrew Government David Connelly e‐mail Contact GNWT forwarded transcripts from radio news clips re‐project Robertson 15‐Aug‐13 Gov of the NWT Constituent Assistant Andrew Government David Connelly e‐mail Engagement GNWT advises that they can put $12K towards the Northbelt clean up by Robertson volunteers and need to indentify which NFP to administer

15‐Aug‐13 City of Yellowknife Program Manager Brian Kelln Government David Connelly e‐mail Engagement Request to City to waive tipping fees, provide dumpsters and garbage bags for the Northbelt clean up 19‐Aug‐13 Yellowknife Ski Club President John Stephenson NGO David Connelly e‐mail Engagement Advising the GNWT has made matching funds available, need to flow through NFP, calling an organization meeting of all participants Aug 28th.

19‐Aug‐13 Great Slave Snowmobile President Bruce Hewlco NGO David Connelly e‐mail Engagement Advising the GNWT has made matching funds available, need to flow Association ‐ Trail Riders through NFP, calling an organization meeting of all participants Aug 28th.

Page 13 of 20 TerraX Minerals Inc., Yellowknife City Gold Project, NT, Engagement Log 2013 (Interim) 2013 Community Engagements Date Organization Organization's Representatives Type of TerraX Contact Type ‐ Contact / Purpose of the engagement, issues raised and recommendations made Proponent's response to issues, indication if resolved dd/mm/yy organization Representative meeting, letter, e‐ Engagement by affected parties or not, any changes to project as a result of mail, engagement activity phone/Location 19‐Aug‐13 Scouts Canada Area Commissioner Mike Kalnay NGO David Connelly e‐mail Engagement Advising the GNWT has made matching funds available, need to flow through NFP, calling an organization meeting of all participants Aug 28th.

19‐Aug‐13 Yellowknife Multisport Director Gary Strong NGO David Connelly e‐mail Engagement Advising the GNWT has made matching funds available, need to flow Club through NFP, calling an organization meeting of all participants Aug 28th.

19‐Aug‐13 NWT Motorsports Club Jeff Corrandetti NGO David Connelly e‐mail Engagement Advising the GNWT has made matching funds available, need to flow through NFP, calling an organization meeting of all participants Aug 28th.

19‐Aug‐13 Great Slave Snowmobile President Bruce Hewlco NGO David Connelly e‐mail Engagement Confirming participation in meeting Association ‐ Trail Riders

28‐Aug‐13 Mine Training Society Board and General Manager Hilary NGO David Connelly e‐mails Engagement New federal support and funding for exploration and mining training in Jones the NWT 28‐Aug‐13 Yellowknife Ski Club President John Stephenson NGO David Connelly e‐mail Contact Coordinating this evenings meeting with Northbelt user groups. 28‐Aug‐13 Yellowknife Ski Club President John Stephenson NGO David Connelly e‐mail Contact Reminder of meeting of ad hoc committee to organize clean up of Northbelt Property by volunteer outdoor recreational user groups

28‐Aug‐13 Great Slave Snowmobile President Bruce Hewlco NGO David Connelly e‐mail Contact Reminder of meeting of ad hoc committee to organize clean up of Association ‐ Trail Riders Northbelt Property by volunteer outdoor recreational user groups

28‐Aug‐13 Scouts Canada Area Commissioner Mike Kalnay NGO David Connelly e‐mail Contact Reminder of meeting of ad hoc committee to organize clean up of Northbelt Property by volunteer outdoor recreational user groups

28‐Aug‐13 Yellowknife Multisport Director Gary Strong NGO David Connelly e‐mail Contact Reminder of meeting of ad hoc committee to organize clean up of Club Northbelt Property by volunteer outdoor recreational user groups

28‐Aug‐13 NWT Motorsports Club Jeff Corrandetti NGO David Connelly e‐mail Contact Reminder of meeting of ad hoc committee to organize clean up of Northbelt Property by volunteer outdoor recreational user groups

28‐Aug‐13 Gov of the NWT MLA Bob Bromley , Constituent Government David Connelly e‐mail Contact Reminder of meeting of ad hoc committee to organize clean up of Assistant Andrew Robertson Northbelt Property by volunteer outdoor recreational user groups

28‐Aug‐13 Dillon Engineering Director Gary Strong Company David Connelly e‐mail Engagement Dillon will contribute $2,000 towards volunteer clean up of Northbelt.

Page 14 of 20 TerraX Minerals Inc., Yellowknife City Gold Project, NT, Engagement Log 2013 (Interim) 2013 Community Engagements Date Organization Organization's Representatives Type of TerraX Contact Type ‐ Contact / Purpose of the engagement, issues raised and recommendations made Proponent's response to issues, indication if resolved dd/mm/yy organization Representative meeting, letter, e‐ Engagement by affected parties or not, any changes to project as a result of mail, engagement activity phone/Location 29‐Aug‐13 City of Yellowknife Program Manager Brian Kelln Government David Connelly e‐mail Engagement Updating the City on a good meeting with the volunteer group and that the GNWT had committed to $12,000. Asked for a range of support including dumpsters, waiving tipping fees and garbage bags to avoid "eating up" the donation to the volunteer groups.

30‐Aug‐13 GoC‐AANDC Minerals and Mining Recorder Rose Greening Government Tom Setterfield e‐mails Engagement Discussion on renewing certain Northbelt leases Petroleum 30‐Aug‐13 Gov of the NWT MLA Bob Bromley , Constituent Government David Connelly e‐mail Engagement Updated GNWT on the meeting with the volunteers. Agreement Assistant Andrew Robertson that funds should flow through volunteer. They are seeking formal approval from their board(s). 30‐Aug‐13 City of Yellowknife CAO Dennis Kefalas Government David Connelly e‐mail Engagement In the absence of Brian could Dennis agree to the support requested for the community clean up of the Northbelt? 30‐Aug‐13 Gov of the NWT James Tolley EA to ENR Minister Government David Connelly e‐mails Contact Forwarding the funding application for funds for volunteer groups Miltenberger to assist with the Northbelt Property clean up to the Department to complete the file. And follow up e‐mails to determine who in the Dept TerraX should work with on the file.

30‐Aug‐13 City of Yellowknife CAO Dennis Kefalas Government David Connelly e‐mails Contact Advising that in the absence of Brian TerraX should work with his superior and follow up e‐mails to determine who that was.

30‐Aug‐13 City of Yellowknife Director of Community Services Government David Connelly e‐mail Engagement City support for Northbelt clean up will be limited to garbage bags Grant White SAO Dennis Kefalas, and waiving tipping fees for the bags. Tipping fees for appliances, Brain Kelln, Dave Hurley tires, cars etc. can not be waived. Suggesting find a commercial donor for bins and transport to dump.

1‐Sep‐13 City of Yellowknife Director of Community Services Government David Connelly e‐mail Engagement Thanking the city for waiving the garbage bags and waiving the Grant White SAO Dennis Kefalas, tipping fee on them. Asking for the most recent tipping fee Brain Kelln, Dave Hurley schedule for the items not waived. Inviting the City to discuss how to sustain the clean up. 1‐Sep‐13 Yellowknife Ski Club, President John Stephenson NGOs David Connelly e‐mail Engagement Up date on discussions with the GNWT and circulating draft Great Slave President Bruce Hewlco Area Project Terms of Reference (TORs) for comment. Snowmobilers Commissioner Mike Kalnay Association, Scouts Director Gary Strong Director Jeff Canada, YK Multisports Corradetti Club, NWT Multisports Club

Page 15 of 20 TerraX Minerals Inc., Yellowknife City Gold Project, NT, Engagement Log 2013 (Interim) 2013 Community Engagements Date Organization Organization's Representatives Type of TerraX Contact Type ‐ Contact / Purpose of the engagement, issues raised and recommendations made Proponent's response to issues, indication if resolved dd/mm/yy organization Representative meeting, letter, e‐ Engagement by affected parties or not, any changes to project as a result of mail, engagement activity phone/Location 2‐Sep‐13 Yellowknife Ski Club, President John Stephenson NGOs David Connelly e‐mail Engagement Sharing draft TORs for Administering the Bookkeeping and Great Slave President Bruce Hewlco Area Contribution Agreement Snowmobilers Commissioner Mike Kalnay Association, Scouts Director Gary Strong Director Jeff Canada, YK Multisports Corradetti Club, NWT Motorsport Club

2‐Sep‐13 Yellowknife Ski Club, President John Stephenson NGOs David Connelly e‐mail Engagement NFP suggesting that we see more help from the City with regard to Great Slave President Bruce Hewlco Area larger items ‐ their transport and their tipping fees Snowmobilers Commissioner Mike Kalnay Association, Scouts Director Gary Strong Director Jeff Canada, YK Multisports Corradetti Club, NWT Multisports Club

2‐Sep‐13 Yellowknife Ski Club, President John Stephenson NGOs David Connelly e‐mails Engagement Various e‐mails discussing if the donated monies could be eligible Great Slave President Bruce Hewlco Area for tax receipts 2‐Sep‐13 Yellowknife Ski Club, President John Stephenson NGOs David Connelly e‐mails Engagement Discussing the City's reluctance to waive tipping fees for large Great Slave President Bruce Hewlco Area items and that the City has been asked to provide ideas on how to Snowmobilers Commissioner Mike Kalnay make the clean up more sustainable. I.e. so we are not back here Association, Scouts Director Gary Strong Director Jeff next year picking up stuff that should have gone to the dump. Canada, YK Multisports Corradetti Club, NWT Multisports Club

3‐Sep‐13 City of Yellowknife Director of Community Services Government David Connelly e‐mail Engagement City is requesting clarification on the area to be cleaned up Grant White 3‐Sep‐13 GNWT ‐ ENR Waste Reduction Specialist Government David Connelly e‐mail and phone Telephone Shannon will be processing the clean up funding application for Shannon Ripley call ENR‐GNWT. Provide and extensive briefing on the project.

3‐Sep‐13 GNWT ‐ ENR Waste Reduction Specialist Government David Connelly e‐mails Telephone Provided various written material including both the Project TORs Shannon Ripley and the Administration and Bookkeeping TORs

3‐Sep‐13 Yellowknife Ski Club President John Stephenson NGOs David Connelly e‐mails Engagement Club provides map of their trails to be included in TerraX's project President map 3‐Sep‐13 Yellowknife Ski Club President John Stephenson NGOs David Connelly e‐mails Engagement Ski Club advises that their Board of Directors has approved President participation in the clean up project

Page 16 of 20 TerraX Minerals Inc., Yellowknife City Gold Project, NT, Engagement Log 2013 (Interim) 2013 Community Engagements Date Organization Organization's Representatives Type of TerraX Contact Type ‐ Contact / Purpose of the engagement, issues raised and recommendations made Proponent's response to issues, indication if resolved dd/mm/yy organization Representative meeting, letter, e‐ Engagement by affected parties or not, any changes to project as a result of mail, engagement activity phone/Location 3‐Sep‐13 Yellowknife Ski Club, President John Stephenson NGOs David Connelly e‐mails Engagement Meeting reminder and distributing materials including draft TORs Great Slave President Bruce Hewlco Area and map for discussion at next meeting of the ad hoc clean up Snowmobilers Commissioner Mike Kalnay planning group Association, Scouts Director Gary Strong Director Jeff Canada, YK Multisports Corradetti Club, NWT Motorsport Club

3‐Sep‐13 City of Yellowknife Director of Community Services Government David Connelly e‐mail and Engagement Providing city with copies of the project TORs and map and Grant White telephone offering aerial shots as well. 4‐Sep‐13 GNWT ‐ ENR Waste Reduction Specialist Government David Connelly e‐mail and phone Telephone Providing GNWT a copy of the Ski Club's Board of Directors Shannon Ripley call decision and a map 43/09/2013 NWT Motorsport Club Director Jeff Corradetti NGOs David Connelly e‐mail and phone Engagement Updating Motorsport Club on developments and preparing for call meeting 4‐Sep‐13 GNWT ‐ ENR Waste Reduction Specialist Government David Connelly e‐mail and phone Telephone GNWT sent draft Contribution agreement and provided additional Shannon Ripley call information requests for clean up funding application

4‐Sep‐13 Scouts Canada Area Commissioner Mike Kalnay NGO David Connelly e‐mail E‐mail Providing copy of TORs and advising they were approved 4‐Sep‐13 Yellowknife Ski Club, President John Stephenson NGOs David Connelly Meeting Sub Engagement Finalizing the TORs , agreeing to add the YK Armature Radio Great Slave President Bruce Hewlco Ray Arctic's Board Society, begin planning for the mini clean up to be Oct 19 Snowmobilers ____Director Gary Strong Room Association, Scouts Director Jeff Corradetti Canada, YK Multisports Club, NWT Motorsport Club

4‐Sep‐13 City of Yellowknife Director of Community Services Government David Connelly e‐mail Engagement Providing additional attachments and background materials and Grant White undertaking to call the City to discuss 6‐Sep‐13 Great Slave Snowmobile President Bruce Hewlco NGO David Connelly e‐mails Engagement GSSA have a CD with trail maps on ‐ coordinating logistics to get Follow up with Bruce Association ‐ Trail Riders the CD

9‐Sep‐13 GNWT ‐ ENR Waste Reduction Specialist Government David Connelly e‐mail and phone Engagement Provided a draft budget for the clean up project as requested by Shannon Ripley call GNWT and responded to a number of questions to facilitate funding application for clean up project

10‐Sep‐13 GoC‐AANDC Minerals and Mining Recorder Rose Greening Government Tom Setterfield e‐mails Engagement Discussion on renewing certain Northbelt leases Petroleum

Page 17 of 20 TerraX Minerals Inc., Yellowknife City Gold Project, NT, Engagement Log 2013 (Interim) 2013 Community Engagements Date Organization Organization's Representatives Type of TerraX Contact Type ‐ Contact / Purpose of the engagement, issues raised and recommendations made Proponent's response to issues, indication if resolved dd/mm/yy organization Representative meeting, letter, e‐ Engagement by affected parties or not, any changes to project as a result of mail, engagement activity phone/Location 11‐Sep‐13 City of Yellowknife Director of Community Services Government David Connelly e‐mail Engagement Advising the GNWT has requested a written undertaking of the Grant White City's contribution to the project as a condition of the GNWT's contribution agreement. Explaining how the City's position on not covering tipping fees for the larger items and not helping with the heavy move logistics hurts the funding to the City's outdoor recreation groups and undertaking to provide positive publicity for the City 11‐Sep‐13 Yellowknife Ski Club, President John Stephenson NGOs David Connelly e‐mails Engagement Requesting that participating group send an e‐mail to the GNWT ‐ Great Slave President Bruce Hewlco Area ENR that their Board is aware of and supports their participation in Snowmobilers Commissioner Mike Kalnay the project Association, Scouts Director Gary Strong Director Jeff Canada, YK Multisports Corradetti, martin sidle, mark cp Club, NWT Motorsport Club

11‐Sep‐13 Yellowknife Ski Club, President John Stephenson NGOs David Connelly e‐mails Engagement Distributed the most current copies of the budget, TORs and Great Slave President Bruce Hewlco Area administrative arrangements to all participants so they would Snowmobilers Commissioner Mike Kalnay have them for their Board review Association, Scouts Director , President Mark Cliffe‐ Canada, YK Multisports Phillips, President Ksenia Club, NWT Motorsport Managing Partner Gary Martin Club Saidla

11‐Sep‐13 Great Slave Snowmobile President Bruce Hewlco NGO David Connelly e‐mails Engagement President advises of official support of Great Slave Snowmobile Association ‐ Trail Riders Association ‐ Trail Riders for the Northbelt Clean Up Project

11‐Sep‐13 Scouts Canada Area Commissioner Mike Kalnay NGO David Connelly e‐mail Engagement Area Commissioner of the Yellowknife Scouting Group Committee advises of official support for the Northbelt Clean Up Project

11‐Sep‐13 NWT Motor Sport Club President Ksenia Eic NGO David Connelly e‐mails Engagement NWT Motor Sport Club will be stepping in on behalf of Jeff and the Midnight Riders. Provided background package and copies of all important documents 11‐Sep‐13 Yellowknife Ski Club, President John Stephenson NGOs David Connelly e‐mails Engagement John spoke to Chris Cameron of Yellowknife Amateur Radio Great Slave President Bruce Hewlco Area Society tonight. YARS provides support for Yk Ski Club and Snowmobilers Commissioner Mike Kalnay Multisport events such as Frostbite 45 and Northwestel Loppet. Association, Scouts Director , President Mark Cliffe‐ Their members also enjoy snowshoeing in the area around the Canada, YK Multisports Phillips, President Ksenia Eic cleanup area. Group agreed John should extend an invitation to Club, NWT Motorsport Managing Partner Gary Martin YARS Club Saidla

Page 18 of 20 TerraX Minerals Inc., Yellowknife City Gold Project, NT, Engagement Log 2013 (Interim) 2013 Community Engagements Date Organization Organization's Representatives Type of TerraX Contact Type ‐ Contact / Purpose of the engagement, issues raised and recommendations made Proponent's response to issues, indication if resolved dd/mm/yy organization Representative meeting, letter, e‐ Engagement by affected parties or not, any changes to project as a result of mail, engagement activity phone/Location 12‐Sep‐13 YK Multi Sport Club President Mark Cliffe‐Phillips NGOs David Connelly e‐mails Engagement President advises of official support of YK Multi Sport Club for the Northbelt Clean Up Project

12‐Sep‐13 NWT Motor Sport Club President Ksenia Eic NGO David Connelly e‐mails Contact Emails to arrange a meeting to bring Ksenia up to speed

12‐Sep‐13 Yellowknife Amarature President Chris Cameron NGOs David Connelly e‐mails Engagement Cris provided background on YARS and accepts invitation to join Radio Society the project

18‐Sep‐13 GoC‐AANDC Minerals and Deputy Mining Recorder Marcia Government Tom Setterfield meeting Engagement Discussion regarding mechanism for staking claims Mining Recorder's office provided claim maps, claim Petroleum Moss tags 20‐Sep‐13 City of Yellowknife Director of Commuinity Services Government David Connelly e‐mail Engagement Following up previous e‐mails as the GNWT is pressing for a Grant White SAO Dennis Keflas, Brain response on what the City will contribute to the Northbelt clean Kelin, Mayor Hyeck up and more specifically tipping fees and transportation for large items. 20‐Sep‐13 City of Yellowknife Director of Commuinity Services Government David Connelly e‐mail Engagement City confirms that they will provide garbage bags and waive Grant White SAO Dennis Keflas, Brain tipping fees for them but will be unable to provide signage, waive Kelin, Maor Hyeck tipping fees for larger items or assist with logistics.

20‐Sep‐13 Yellowknife Ski Club President John Stephenson NGO David Connelly e‐mails Engagement Discussing with volunteer coordinator on how to address the response for assistance from the City 23‐Sep‐13 City of Yellowknife Mayor Hyeck, SAO Dennis Kafalas, Government David Connelly e‐mail Engagement Providing a short update on the success of the summer's Director of Business Development exploration program which will lead to an application for a drilling Nalini Naidoo, City Clerk Debbie program and requesting a meeting to update Council. Gillard 23‐Sep‐13 City of Yellowknife Mayor Hyeck, SAO Dennis Kafalas, Government David Connelly e‐mail Engagement Mayor responds accepting meeting to brief Council and offers a Director of Business Development public or private venue. Nalini Naidoo, City Clerk Debbie Gillard 23‐Sep‐13 City of Yellowknife Director of Commuinity Services Government David Connelly e‐mail Engagement Appealing for the City to waive the tipping fee for the large goods, Grant White SAO Dennis Keflas, Brain provide logistical support for the large items and signage. Kelin, Maor Hyeck 23‐Sep‐13 Gov of the NWT Constituant Assistant Andrew Government David Connelly e‐mail Engagement TerraX will be requesting a meeting with the YK MLA's in Robertson November as the summer results were positive and will lead to a drilling program. 23‐Sep‐13 Gov of the NWT Chair Robert Hawkins , MLA Bob Government David Connelly e‐mail Engagement Providing a short update. Requesting meetings with the Bromely, Constituant Assistant Yellowknife MLA's and Standing Committee on Economic Andrew Robertson Development and Infrastructure.

24‐Sep‐13 Gov of the NWT MLA Bob Bromely, Constituant Government David Connelly e‐mail Engagement Project's MLA accepts the invitation to arrange a meeting with the Assistant Andrew Robertson YK MLA's and will make enquiries with the SCEDI

Page 19 of 20 TerraX Minerals Inc., Yellowknife City Gold Project, NT, Engagement Log 2013 (Interim) 2013 Community Engagements Date Organization Organization's Representatives Type of TerraX Contact Type ‐ Contact / Purpose of the engagement, issues raised and recommendations made Proponent's response to issues, indication if resolved dd/mm/yy organization Representative meeting, letter, e‐ Engagement by affected parties or not, any changes to project as a result of mail, engagement activity phone/Location 25‐Sep‐13 City of Yellowknife Mayor Hyeck, SAO Dennis Kafalas, Government David Connelly e‐mails Contact TerraX opts for the public forum option for the meeting with Director of Business Development Council (Moyor) and various logistical arrangemetns with (City Nalini Naidoo, City Clerk Debbie Clerk) Gillard 25‐Sep‐13 NWT Motor Sport Club President Ksenia Eic NGO David Connelly e‐mails Contact Emails to reschedule meeting

26‐Sep‐13 Gov of the NWT Constituant Assistant Andrew Government David Connelly e‐mails Engagement MLA's office provides recent media coverage of Project and FN's Robertson concerns. 28‐Sep‐13 Yellowknife Chamber Executive Director Leslie NGO David Connelly e‐mails Engagement TerraX proposes hosting a Bussiness Club Lunch to provide the of Commerce Campbell business community with a briefing on the Northbelt project.

28‐Sep‐13 NWT Motor Sport Club President Ksenia Eic NGO David Connelly e‐mails Contact Provided a mini brief, set expectations from the Motor Sport Club, closed the loop with John Stevenson. 30‐Sep‐13 GNWT ‐ ENR Waste Reduction Specialist Government David Connelly e‐mails Engagement Closing the loop wrt NWT Motor Sport involvement Shannon Ripley President YK Ski Club John Stevenson 1‐Oct‐13 Deton'Cho/Nuna Logistics Giant Mine Manager Mike Borden Government Dr. Tom e‐mails Engagement Back and forth emails regarding TerraX access to old buildings on Giant Setterfield Mine site 3‐Oct‐13 Deton'Cho/Nuna Logistics Giant Mine Manager Mike Borden Government Dr. Tom e‐mails Engagement Back and forth emails regarding TerraX access to old buildings on Giant TerraX personnel would probably have to take special Setterfield Mine site training 7‐Oct‐13 Yellowknife Chamber Executive Director Leslie NGO David Connelly e‐mails Engagement Following up on TerraX proposal to host a Bussiness Club Lunch to of Commerce Campbell provide the business community with a briefing on the Northbelt project. 7‐Oct‐13 Yellowknife Chamber Executive Director Leslie NGO David Connelly e‐mails Engagement Several calls and e‐mails to short out details of proposed Business of Commerce Campbell Club Lunch so GM can get Board approval.

GNWT ‐ Education Government Joe Campbell e‐mail Engagement Submitted Archeology Permit Application Culture and Employment Yellowknife Chamber NGO Joe Campbell e‐mail Engagement Submitted Membership Application to YK Chamber of Commerce of Commerce

NWT/NU Chamber of NGO Joe Campbell e‐mail Engagement Submitted Membership Application to NWT/NU Chamber of Mines Mines 17‐Oct‐13 NWT Geoscience Office Beth Fischer Government Tom Setterfield e‐mail Engagement TerraX submits abstract for presentation at Geoscience Forum

21‐Oct‐13 NWT Geoscience Office Beth Fischer Government Tom Setterfield e‐mail Engagement TerraX abstract for talk at Geoscience Forum accepted

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