1. extends the stay of proceedings against the Debtors to August 28, 2026;
2. authorizes BIM Corp and BIM LP to borrow up to $475 million in principal under a debtor-in-possession ("DIP") credit facility (the "DIP Facility") from His Majesty in Right of Canada, as represented by Export Development Canada (the "DIP Lender");
3. grants a charge in favour of the DIP Lender up to a maximum amount of $475 million (the "DIP Charge"), to rank behind the Administration Charge and D&O Charge;
4. permits the Debtors to pay certain pre-filing amounts with the consent of FTI Consulting Canada Inc. (the "Monitor"); and
5. grants a sealing order over certain information concerning the DIP financing proposals and the DIP solicitation process (the "Confidential Records").

1. adjourning the DIP Motion (as defined below) and setting a litigation schedule for the DIP Motion as set out in Schedule "A" hereto;
2. if the Debtors require interim financing before the disposition of the DIP Motion, authorizing the Debtors (as defined below) to enter into the Senior Secured Lenders’ DIP (as defined below) and borrow the amounts actually required and provided for in the cash flow forecast filed by the Monitor, until the disposition of the DIP Motion and granting a charge in favour of the Senior Secured Lenders, securing the Debtors' obligations under the Senior Secured Lenders' DIP; and
3. if there is a dispute with respect to the appropriate interim lender pending disposition of the DIP Motion, scheduling a case conference or hearing the week of June 8, 2026 at the Court's earliest convenience to determine this issue.

This Motion is for:
A Second Amended and Restated Initial Order (the "Second ARIO"), substantially in the form attached at Tab 3 of the Applicants' Motion Record, among other things:

1. extending the stay of proceedings (the "Stay") against the Applicants and Baffinland Iron Mines LP (collectively, the "Debtors") until August 28, 2026;
   
2. authorizing BIM Corp and Baffinland Iron Mines LP ("BIM LP") to borrow up to US$475 million in principal under a debtor-in-possession credit facility (the "DIP Facility") from His Majesty in Right of Canada, as represented by Export Development Canada (the "DIP Lender");
3. granting a charge in favour of the DIP Lender up to a maximum amount of $475 million (the "DIP Charge");
4. approving the following priority of the charges:
1. Administration Charge;
2. D&O Charge; and
3. DIP Charge;
1. granting a sealing order over certain information and a limited number of documents concerning the debtor-in-possession financing proposals considered by the Debtors;
2. giving the Debtors the authority (but not the obligation) to pay certain prefiling amounts with the consent of the Monitor; and such further and other relief as this Honourable Court may deem just.

1. extend the stay of proceedings against the Debtors and the D&O Parties to June 5, 2026 (the "Stay");
2. extend and increase the amount of the Administration Charge from $2 million to $5 million; and
3. extend and increase the amount of the D&O Charge from $14 million to $20.4 million.

This Motion is For:
1. An Amended and Restated Initial Order (the "ARIO"), substantially in the form attached at Tab 3 of the Applicants' Motion Record, which, among other things:
   
   1. extends the stay of proceedings against the Applicants and Baffinland Iron Mines LP ("BIM LP", and collectively with the Applicants, the "Debtors") up to and including June 5, 2026 (the "Stay");
   2. extends and increases the amount of the charge (the "Administration Charge") granted over the assets and property of the Debtors in favour of the Monitor (defined below), counsel to the Monitor and counsel to the Debtors from US$2 million to US$5 million; and
   3. extends and increases the amount of the charge (the "D&O Charge") granted over the assets and property of the Debtors in favour of the directors and officers of the Debtors and members of the Operating Committee (defined below) acting in the capacity as directors (collectively, the "D&O Parties") from US$14 million to US$20.4 million.
   1. Such further and other relief as this Honourable Court may deem just.

The application made by Nunavut Iron Ore, Inc. ("NIO"), Baffinland Iron Mines Corporation ("BIM Corp."), and 12334992 Canada Inc. ("123 Canada Inc.") (the "Applicants" and, together with Baffinland Iron Mines LP ("BIM LP"), the "Debtors"), for an order, substantially in the form attached at Tab 3 of this Application Record for an order (the "Initial Order"), pursuant to the Companies' Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended (the "CCAA", among other things:

1. declaring that the Applicants are debtor companies to which the CCAA applies;
2. declaring that BIM LP shall be bound by, and entitled to the protections and benefits of, the Initial Order as though it were an Applicant;
3. granting a stay of proceedings against the Debtors for an initial period of not more than ten days, subject to further order of this Court;
4. appointing FTI Consulting Canada Inc. ("FTI" or the "Monitor") as the court-appointed monitor of the Debtors;
5. authorizing the Debtors to continue using their existing cash management system;
6. granting the following charges against the property of the Debtors, in the following order of priority:
7. first, an administration charge in the amount of $2 million to secure the fees and disbursements of the Monitor, counsel to the Monitor, and counsel to the Debtors (the "Administration Charge");
1. second, a directors' and officers' charge in the amount of $14 million to indemnify the directors and officers of the Debtors or any member of the Operating Committee (defined below) to the extent such member is or was directly or indirectly exercising the powers of the directors of any of the Debtors for any obligations and liabilities they may incur in their capacities as directors or officers, or in the case of members of the Operating Committee, in their capacity as persons exercising the powers of directors during these proceedings (the "D&O Charge"); and
1. setting a date for a comeback hearing (the "Comeback Hearing") to be held within ten days of the Initial Order.

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