Articles of Association

1 § Name and domicile

The company's trade name is Terrafame Oy, Terrafame Ab in Swedish and Terrafame Ltd in English.

The company is based in Sotkamo.

2 § Industry

The Company's business activities are engaged in the metals extraction, further processing and sale of metals, manufacturing and selling of battery chemicals and other chemicals, ore exploration, exploitation, mining and other mining and extracting activities, the purchase and sale of mining rights, as well as business based on knowledge acquired or related to those areas. The Company may also own real estate and securities and engage in their trading and other investment activities.

2 § Board of Directors

The Company has a Board of Directors consisting of at least three (3) and up to seven (7) regular members.

The Chairman and potential Vice-Chairman of the Board and other members shall be elected by the General Meeting.

The term of office of the members of the Board shall expire at the end of the Annual General Meeting following their election.

4 § Representation of the Company

The Company is represented not only by the Board of Directors, but also by the Chairman and CEO alone and two (2) members of the Board together.

The Board of Directors may grant any other designated person a procura or the right to represent the Company alone or in conjunction with another procusist or member of the Board of Directors.

5 § Auditor

The auditor of the company must be an audit firm approved by the Finnish Patent and Registration Office.

The Auditor's term of office expires at the end of the Annual General Meeting following the election.

6 § Fiscal year

The Company's fiscal year is January 1 to December 31.

7 § Conference Notice

The invitation to the General Meeting shall be delivered to each shareholder not earlier than two (2) months and no later than two (2) weeks prior to the meeting. The invitation shall be delivered to the shareholder in written format or otherwise demonstrably at the address listed on the Company's share list or otherwise known to the Company.

8 § Annual General Meeting

The Annual General Meeting shall be held annually on a date determined by the Board of Directors within six (6) months after the end of the fiscal year.

The meeting shall present:
1. financial statements comprising the income statement, balance sheet, cash flow statement and notes;
2. activity report;
3. audit report;

shall decide:
4. the confirmation of financial statements;
5. using the profit shown by the confirmed balance sheet;
6. discharge the members of the Board of Directors and the CEO from liability;
7. on the remuneration of members of the Board of Directors and the auditor and the basis for compensation for travel costs
8. the number of members of the Board;

shall select:
9. members of the Board, Chairman of the Board and possible Vice president;
10. auditor; and

shall manage:
11. other matters presented in the Meeting agenda.

9 § Meeting place

In addition to the company's domicile, the Annual General Meeting can be held in Helsinki.