,'

AGREEMENT UNDER THE CANADIAN ENVIRONMENTAL

ASSESSMENT ACT, 2012 CONCERNING
THE ENVIRONMENTAL ASSESSMENTS
OF THE ROSE LITHIUM - TANTALUM AND
JAMES BAY LITHIUM MINE PROJECTS

BETWEEN: CREE NATION GOVERNMENT, a legal person established

in the public interest pursuant to Section I I of the James Bay and
Northern Quebec Agreentent and the Act respecting lhe Cree
Nation Governntent (Quebec), represented by its Chairman,
Grand Chief Dr. Abel Bosum;
("Cree Nation Government")

AND: MINISTER OF THE ENVIRONMENT. the Honourable

Catherine McKenna'
("Minister")

AND: CANADIAN ENVIRONMENTAL ASSESSMENT

AGENCY, represented by its President, Ronald Hallman;
("Agency")

(hereinafter, together the "Parties", and separately a "Parf¡r")

WHBREAS Critical Elements Corporation and Galaxy Lithium (Canada) Inc. (together, the
"Proponents") propose to carry out, respectively, the Rose Lithium - Tantalum Mine Project and
the James Bay Lithium Mine Project, as described in the descriptions submitted by the Proponents
and set out in Schedules A and B (together, the "Projects");

WHEREAS the Projects are subject to the Provincial environmental and social impact assessment
and review procedure stipulated in Section 22 of the Jantes Bay and Not'thern Québec Agreement
("JBNQA") treaty;

WHEREAS the Canadian Environmental Assessment Agency ("Agency") determined on

October 19,2012 for the Rose Lithium - Tantalum Mine Project and on December 14,2017 for
the Jarnes Bay Lithiurn Mine Project that federal environmental assessments were required
pursuant to the Canadian Environntental As.çes:;ment Act, 2012 ("CEAA,2012"):
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WHEREAS the Minister has not referred the environmental assessments of the Projects to a
review panel;

WHEREAS under the CEAA 2012, the Agency is the responsible authority and must conduct
environmental assessments forthe Projects in accordance with the requirements of CEAA 2012
and must also ensure that the Crown's legal duty to consult in relation to s. 35 of the Constitution
Act, 1982 is fulfilled in a manner consistent with the Honour of the Crown;

WHEREAS the Supreme Court of Canada stated in Québec (Attorney General) v. Mose.ç ("Moses
Decision") that "Common sense as well as legal requirements suggest that the CEAA assessment
will be structured to accommodate the special context of a project proposal in the James Bay Treaty
territory, including the participation of the Cree"l;

WHEREAS the Agency has issued to the Proponents on March 7,2019 notices:
(a) confirming that the Environmental Impact Statements (EIS) provided for their
respective projects were considered consistent with the EIS guidelines;

(b) advising them that the federal timelines under CEAA 2012 had restafted and that
the Agency had entered into the analysis phase of the EIS;

(c) informing them that public consultations on the EIS surnmaries would be held until
April 6,2019:

WHEREAS, by letters of March 4,7 and 19,2019, the Cree Nation Government advised the
Agency of certain concerns respecting such public consultations and proposed measures to ensure
that the fèderal environmental assessment process fbr the proposed Projects comply with the
requirements of the Moses Decision and with the spirit and objectives of the JBNQA;

WHEREAS, in response, the Agency and the Cree Nation Government entered into negotiations
in respect of this Agreement;

WHEREAS it is appropriate, in these circumstances, to complete the environmental assessments

of the Projects in accordance with the requirements under CEAA 2012 in a manner that:
(a) respects the spirit and objectives of the JBNQA;

(b) provides for the special, collaborative participation of the Cree people; and

(c) takes into account the special context of project proposals in the JBNQA territory;

WHEREAS section 26 of CEAA 2012 provides the authority for the Agency to delegate any paft
of the environmental assessment and the preparation of the federal environmental assessment

[2010] I SCR 557, par.48.

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report, with the exception of decision-making under subsection 27(l) of CEAA 2012, which
remains with the Minister of the Environment;

WHERBAS it is appropriate to enable the Parties to collaborate, to the extent possible, to complete
the separate environmental assessments for each of the Projects;

WHEREAS it is appropriate to collaborate to the extent possible with the provincial

Environmental and Social Impact Review Committee ("COMEX") responsible for the assessment
and review of the Projects under Section 22 of the JBNQA in order to ensure efficiency and avoid
duplication;

WHEREAS, in parallelwith the project specific process contemplated in this Agreement, the Cree
Nation Government and the Agency intend to pursue their discussions to defìne a process for
federal environmental assessments external to the .fBNQA assessment process in respect of
projects situated or having irnpacts in the territory subject to Section 22 of the JBNQA;

NOW THEREFORE, THE PARTIES AGREE AS FOLLOTWS:

PRlNcrpLes

The environmental assessment of the Projects shall be carried out pursuant to the legislative
requirements of CEAA 2012 and consistent with the spirit and objectives of the JBNQA,
in particular, Sections 22 and24.

Sep¿,Rrrs Asssssn¿ eNrs

2. The environmental assessments of the Projects shall be carried out separately

Assnssnl gNT CoM lvurrEE

J The Parties hereby establish a joint Assessment Committee to which the Agency hereby
delegates the activities required to complete the environmental assessments of the Projects
under CEAA 2012, including those identified in the work plan in Schedule C.

4 The Assessment Committee shall be composed of two representatives appointed by the

Agency and two representatives appointed by the Cree Nation Government.

5 One representative appointed by the Agency and one representative appointed by the Cree
Nation Government shall serve as Co-Chairs of the Assessment Committee.

6 The Agency shall provide the Assessment Committee with logistical and secretarial
support as required to carry out its functions under this Agreement.
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FuNcrroxs

7 The Assessment Committee shall be responsible for the following functions in relation to
the environmental assessments of the Projects:

(a) Identify, after consultation with the potentially affected Cree First Nation
communities, the key documents or summary key documents to be made available
in Cree and English or French;
(b) Carry out all of the remaining steps of the environmental assessments of the
Projects, including those identified in the work plan in Schedule C;

(c) Carry out, as part of the environmental assessments, certain procedural aspects of
Crown consultations in accordance with Schedule D;
(d) Prepare, by consensus to the extent possible, the documents relevant to completion
of the environmental assessments of the Projects, such as the environmental
assessment reports, including proposed conditions f'or the Minister's approval,
summaries of public and First Nations comments. and recommended conclusions;

(e) Submit the reports to the Agency and the Cree Nation Government.

8 The environmental assessments of the Projects shall take into account at least the factors
and elements provided for by CEAA 2012 as well as by Section 22 of the JBNQA,
including the purposes, alternatives, environmental impacts and social impacts of the
Projects.

Srcr.¡ r rrcnNT ADvERSE ENvr RoNr\r ENTAL Ennncrs

9 In deciding whether the Projects are likely to cause significant adverse environmental
effects in relation to section 5 of CEAA 2012, the Minister shall consider:

(a) the environmental assessment repofts, including proposed conditions and

recommended conclusions;

(b) the views of the Cree Nation Government and Cree First Nations potentially
affected; and

(c) the implementation of any mitigation measures that the Minister considers
appropriate to address such effects, having regard to items (a) and (b).

10. If the views of the Agency and the Cree Nation Government differ on the recommended
conclusions as to the significance of the effects, the President of the Agency and the
Executive Director of the Cree Nation Government shall meet with a view to seeking
consensus before referring the matter to the Minister for decisions.
5

ll If the Agency and the Cree Nation Government are unable to reach consensus, they shall
ensure that any non-consensus views are clearly and fairly articulated in decision materials
for the Minister.

t2. The Minister shall provide the Cree Nation Government with written reasons for the
decisions made pursuant to subsection 52 ( I ) of CEAA 2012, taking into account the views
of the Cree Nation Government and, if applicable, an explanation as to why ceftain views
of the Cree Nation Government cannot be accommodated.

l3 In the event that the Minister decides that a Project is likely to cause significant adverse
environmental effects and refers the matter of whether those effects are justified to the
Governor in Council, the Minister shall ensure that the views and positions of the Cree
Nation Government with respect to the Projects are transmitted to the Governor in Council
as part ofthe referral.

Cor.r.nsoRATroN wrru Qu Énec

t4. The Parties shall make best eff'orts to collaborate to the extent possible with the COMEX
responsible for the provincial environmental and social impact assessment and review of
the Projects under Section 22 of the .IBNQA in order to ensure eft'iciency and avoid
duplication.

FuNorNc

l5 The Agency shall provide funding to the Cree Nation Government in order to facilitate its
participation in the functions of the joint Assessment Committee established under this
Agreement. This funding shall be in addition to that provided to the Cree First Nations and
other interested Cree interveners to participate in the environmental assessment processes.

16 The funding for eligible activities and expenses to facilitate the participation of the Cree
Nation Government in the functions of the Joint Assessment Committee shall be
determined according to the National Program Guidelines for the Parlicipant Funding
Program of the Agency (https://www.canada.calen/environmental-assessment-
agqtcy/services/policy-guidance/participant-fundine-prosram-national-prosram-
guidelines.html#afl)

Trnne Lrrurrs

17. The Parties shall make all reasonable efforts

(a) to carry out all activities under this Agreement within the time limits established
for these Projects under CEAA 2012; and
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(b) to align activities, to the extent possible, with the time limits of the provincial
environmental and social impact assessment and review processes carried under
Section 22 oîthe JBNQA for the Projects.

WrrHour PRr¡uotce

18. This Agreement, as well as the CEAA 2012 assessment of the Projects carried out in
accordance with this Agreement, are without prejudice to, without admission in regard to,
and under reserve of the respective rights, claims and positions of the Parties concerning
the scope or application of any federal assessment and review process external to the
JBNQA to any other project.

19. This Agreement applies only to the Projects and may not be raised as a precedent or
admission in the courts or elsewhere in regard to any other project.

PnetMsle

20. The preamble forms an integral part of this Agreement.

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AND THE PARTIES HAVE SIGNED:

MrNrsreR oF THE Exvrnoxn¡B¡¡t

<Original signed by>
Honourable Catherine McKenna
JUN 2 6 20ß

Date

Cnxnor¡,x EnvrRoxmENTAL Assrssunxr Acexcv

<Original signed by>
Per: President

JUN 2 7 20t9
Date

Cnss Nnrron GoveRxn¡nxr

<Original signed by>

Per: Bosum, Chairman

Date
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SCHEDULE A

DESCRIPTION OF ROSE LITHIUM - TANTALUM MINE PROJECT

OvrRvrnw or Pnoposnl

Critical Elements Corporation is proposing the construction, operation and decommissioning of

an open pit lithium and tantalum mine located approximately 38 kilometres north of Nemaska, in
Quebec. As proposed, the project includes the operation of an open pit, waste and tailings
impoundment area, an industrial ore processing facility and the option of transforming concentrate
off-site. The mine would produce about 4,500 tonnes of ore per day over a 17-year life span.

Drtnrleo DrscnlprloN oF PRoposnl

See project description, including revisions, prepared by Critical Elements Corporation regarding
the Rose Lithium - Tantalum Mine Project and posted on the Canadian Environmental Assessment
Registry.
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SCHEDULE B

DESCRIPTION OF JAMES BAY LITHIUM MINB PROJECT

OvrRvrrw or PRorosrr,

Galaxy Lithium (Canada) Inc. is proposing the construction, operation and decommissioning of
an open-pit lithium mine located approximately 100 kilometers east of James Bay and the
Eastmain Cree Village, in Quebec. As proposed, the James Bay Lithium Mine Project would have
an estimated mine life of 15 to 20 years, and produce on average 5,480 tonnes of ore per day. The
project would include an open-pit mine and concentrator facility, tailings, waste rock, ore and
overburden storage areas, as well as related infrastructure.

Der¡,rleo DBscRr ptroN oF Pnoposn¡,

See project
description, including revisions, prepared by Galaxy Lithium (Canada) Inc. regarding
the James Bay Lithium Mine Project and posted on the Canadian Environmental Assessment
Registry.
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SCHEDULE C

WORKPLAN

(Tur ncrt\/tr¡Es AND DELTvERABLES ourL¡NED tN THts woRK rLAN ivtAì' BE Al\,tENDED
rN THE couRSE oF THE EA pnocrssEs By rHE AsspssrlrENT Coiuurrre e)

Days remaining for James Bay lithium mine project:245 on April 24,2019.

Days remaining for Rose lithium-Tantalum mine project: 235 days on April 24,2019,

Step Estimated Duration Actions/Deliverables Consultation Action

First infor¡nation request (lR) 60 days (planned to l) Request advice fi'om Federal Obtain First Nations views on
be sent to the depar-tments Environmental lmpact Statement and
proponent at the (questions/cornments) and the integrate their questions and conrnents
beginning of May) Cree Nation Governrnent into the IR

2) Prepare and send the first IR

to the proponent

Additional information prepared Unknorvn (outside Share information received with First
by the proponent federal clock) Nations

Conforrnity review of the l5-30 da¡,s (outside Request advice from Federal
additional information subrnitted federal clock) departrnents (conforrnity of the
to the Joint Assessrnent additional information) and the
Comrnittee (JAC) Cree Nation Government

Second IR (ifneeded) 30 days l) Request advice fi'o¡n Federal Obtain First Nations views on
departments Additional infornlation and integrate
(questions/comments) and the their questions and comments into the
Cree Nation Governrnent second IR

2) Prepare and send the Second

IR to the proponent

Additional infor¡nation prepared Unknorvn (outside Share inforrnation received with First
by the proponent federal clock) Nations

Conforrnity review of the l5-30 days (outside Request advice frorn Federal
add itional information federal clock) depafiments (conforrnity of the
additional inforrnation) and the
Cree Nation Governrnent
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Step Estimated Duration Actions/Deliverables Consultation Action

Draft EA report (summary of the 60 days l) Request final advice frorn Obtain First Nations' overall viervs on
infonnation and analyses taken Federal deparhnents and the the project (irnpacts on rights, land use,
into account to establish whether Cree Nation Governrnent etc.)
the project is likely to cause
significant adverse environmental 2) Cornplete Environrnental
effects, after taking into account Impact Assessrnent and
the proposed rnitigation measures) additional information analysis
and potential conditions
3) Prepare the Draft EA Report
including the follorving
appendices:
- Su¡nmary of Crown
Consultations with First
Nations
- Summary of Public concems
4) Draft potential conditions

5) Revierv cornmunication
products for public consultation

Public consultation on the Draft 30 days l) Request co¡nrnents frorn Consultationx of First Nations to
EA report and potential conditions Federal depar"tments and the obtain their views on the Draft EA
Clee Nation Governrnent on the Repoft
Draft EA Report
* The Agency shall retain
2) Compile comments received responsibility for the public and Crorvn
on the Draft EA Report consultations of First Nations

Preparation of Final EA Report 45 days l) lntegrate comments received Prepare the Adequacy of consultation
and recornrnended conditions for by Federal departrnents, the assessrnent repot't*
the M inister's decision Cree Nation Governrnent, the
affected Cree First Nations and *This deliverable is prepared by the
entities, and the public, into the Agency
Final EA Repom and
recomrnended conditions

2) Prepare an additional
appendix to the Final EA
Report: Summary of key
comments received on the Draft
Environmental Assessment
Repon

30 days are left at the end of the timeline for the Minister's Decision
Monitoring of conditions Prepare follorv-up program for The Agency and the Cree Nation
monitoring of the projects, as Governrnent are to discuss nreans of
applicable coordination with respect to
rnonitoring as part of the follow-up
program for the projects, ifapplicable
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SCHEDULE D

DELEGATION OF CERTAIN PROCEDURAL ASPECTS

OF CROWN CONSULTATION

I The Parties acknowledge that, notwithstanding the delegation of certain procedural aspects
of consultation, Canada retains the responsibility to ensure that the duty to consult has been
satisfied, including determining the scope, content and adequacy of consultation.

2. The Assessment Committee will

(a) Organize and hold public hearings in the Cree First Nation communities identified
in Schedule E in a manner similar to the public hearings normally conducted by
COFEX and COMEX; and
(b) Provide documentation to inform decision-making in respect of the Projects, which
should include:

i. A detailed section of the environmental assessment report for each of the

Projects;

ii. A separate report that summarizes what occurred, what was learned and
what was addressed with the Cree First Nations set out in Schedule E;
and/or

iii. Correspondence setting out the views of any of the Cree First Nations set
out in Schedule E in respect of the Projects.

J The Assessment Committee and the Agency will discuss:

(a) Crown consultations with a view to ensuring adequate implementation thereof; and
(b) Issues raised during Crown consultations and the consequential accommodations.
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SCHEDULE E

CREE FIRST NATIONS AFFECTED BY PROJECTS

A. ROSE LITHIUM - TANTALUM MINE PROJECT

a Cree Nation of Nemaska

a Cree Nation of Eastmain

a The Crees of the Waskaganish First Nation

a Cree Nation of Ouje-Bougoumou

a Cree Nation of Mistissini

B. JAMES BAY LITHIUM MINE PROJECT

o Cree Nation of Nemaska

a Cree Nation of Eastmain

o The Crees of the Waskaganish First Nation

a Cree First Nation of Waswanipi