‘This is the 1* Affidavit of Brian Penney in this proceeding and was made on October 28, 2019 BAFFINLAND IRON MINES CORPORATION MARY RIVER PROJECT - PHASE 2 APPLICATION AFFIDAVIT. 1, Brian Penney, businessman, of 2275 Upper Middle Road East — Suite 300, in the City of Oakville, in the Province of Ontario, SWEAR THAT: 1 1 am the Chief Executive Officer of the applicant, Baffinland Iron Mines Corporation (“Baffinland”) and as such have personal knowledge of the facts and matters hereinafter deposed to, save and except where the same are stated to be made upon information and belief, and, as to such facts, I verily believe the same to be true. 2 In my capacity as Chief Executive Officer of Baffinland, I have responsibility for ensuring the overall economic viability of Baffinland’s Mary River Project (“Project”) 4 Baffinland has compiled financial information related to the financial viability of the Project based on its audited financial statements. This information has been summarized in an II page document explaining the economics of the Mary River Project (the "Economic Summary") 4 Baffinland would like to submit the Economic Summary to the Nunavut Impact Review Board (the “Board”) as part of its submissions for the application for Phase 2 of the Project to the Board, 5. Baffinland is a privately-held company. As such, it does not have any public reporting obligations, 6. The Economic Summary contains commercially sensitive information regarding both the economic viability of the Project, as well as the need to crease annual production atthe Project to ensure the Project remains viable. Such information is typically held confidentially by companies and publicly-traded companies generally only make the information public in accordance with obligations under securities legislation. Baffinland would like to ensure the Economic Summary remains confidential and that it only be disclosed to members of the Board and not posted to the Board’s public registry, making them available to the general public. 7 If the Economic Summary is disclosed to the members of the public beyond the Board, Baffinland may risk suffering harm, including the following: (@) Disclosure of the information in the Economie Summary may have a negative impact on Baffinland’s negotiating leverage with its financiers or underwriters when negotiating financing terms, (6) Disclosure of the information in the Economic Summary may affect Baffinland’s marketing efforts to potential investors if the Economic Summary is read out of context. (c) The information in the Economic Summary contains sensitive information that could affect Baffinland’s competitive position with respect to other market participants, (@ Disclosure of the Economic Summary may compromise Baffinland’s negotiating position with goods and service suppliers as well as customers. (©) Disclosure of the information in the Economie Summary may compromise Baffintand’s negotiating position with respect to hiring at the executive level. 8. The Economic Summary is being provided to the Board at this time to demonstrate to the Board the necessity to increase production to maintain the economic viability of the Project. 9. ‘The entire substance of the Economic Summary is in relation to the economic viability of the Project and the necessity to increase production to ensure the Project remains viable. The Economic Summary cannot be redacted to maintain confidentiality over this information without it becoming incomprehensible. In order to protect the confidential nature ofthis information, it would therefore be necessary that it not be posted to the Board’s public registry at all. 10. 1 swear this affidavit in support of a motion that Baffinland be permitted to file Economic Summary on a confidential basis, such that it only be considered by the Board, in accordance with Rule 13.2 of the Nunavut Impact Review Board Rules of Procedure. SWORN BEFORE ME at the City of Oakville, in the Province of Ontario, this 28" day of October, 2019. ) ) ) ‘ ) y C1 ) ) ) ) ‘A Commissioner for taking Affidavits in BRIAN PENNEY Ontario.