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"AMENDED MOTION FOR THE ISSUANCE OF AN APPROVAL AND

VESTING ORDER WITH RESPECT TO THE SALE OF THE CHROMITE SHARES"

First offer by KWG:

"On April 16, 2015, the Monitor received a letter from KWG (the "KWG Letter"), inter alia,

requesting that the Monitor inform the Court of KWG’s desire to submit a Superior

Proposal for the purchase of the shares of KWG, as appears from the letter from KWG

communicated herewith as Exhibit R-14."

"KWG’s proposal would only have been for the purchase of the issued and outstanding shares of KWG, which comprise only a small portion of the overall Transaction."

"the applicable securities legislation only requires an early warning notice or

insider report to be filed after the acquisition of shares is made and the obligation to

make such filings after the acquisition is on the acquirer, not the seller of the KWG

shares."

"On April 16, 2015, the Sellers received an email "offer" from KWG for the Ring of Fire

Shares for a net smelter royalty if the sale to the Purchaser "goes off the rails". The

Sellers, in consultation with Moelis and the Monitor, did not consider this proposal to be

a viable offer and therefore not a Superior Proposal."

"Prior to the expiry of the Bid Deadline, both the New Offeror and the Purchaser

submitted revised offers with a higher purchase price than their original offers (the

"Revised New Offer" and "Revised Noront Offer", respectively). In accordance with

the Supplemental Bid Process, both offers provided for the removal of the ability of the

"The CCAA Parties determined in good faith and after consultation with their legal

counsel, the Sales Advisor and the Monitor that the Revised Noront Offer was superior

to the Revised New Offer. The purchase price to be paid by the Purchaser in the revised

Noront Offer is materially higher than the purchase price offered in the Revised New

Offer."

"On April 16, 2015, Moelis informed the Purchaser that the Revised Noront Offer was

superior to the Revised New Offer, and the Sellers accepted the Revised Noront Offer

and committed to entering into the Share Purchase Agreement after minor drafting

adjustments had been agreed to."

"Given the marketing effort to date, limited number of participants in the chromite market,

the uniqueness of the assets, the challenges described above in respect of the Ring of

Fire and the fact that CNR’s intentions to sell its investment in the Ring of Fire projects

have been publicly known to the market since the fall of 2014 at the latest, the CCAA

Parties are of the view that further canvassing of the market is not necessary."

"The CCAA Parties have been advised by the Monitor that it will provide shortly a fulsome

report on the […] Supplemental Bid Process, the Share Purchase Agreement […] and

the CQIM Purchase Price […], with its recommendation that this Court approve this

Amended Motion and issue the Approval and Vesting Order requested by the CCAA

Parties."

"The only material conditions to the closing of the proposed Transaction are obtaining the

Approval and Vesting Order sought herein by no later than April 27, 2015 and the

contemporaneous closing of an amended and restated loan agreement between the

Purchaser and an affiliate of Franco-Nevada Corporation (the "Franco-Nevada

Financing") […] and a royalty agreement with Franco-Nevada, the proceeds together of

which will finance the purchase price under the Share Purchase Agreement."