Vale Newfoundland & Labrador Limited (Vale NL) are inviting submissions of an Expression of Interest for a potential opportunity to support the Long Harbour Processing Plant in Long Harbour, NL.

Request for Expression of Interest (EOI)

Submitted to:    Vale Canada Limited (the "Company")

                            200 Bay Street, Royal Bank Plaza, Suite 1600,

                            South Tower, P.O. Box 70, Toronto, Ontario M5J 2K2

Date:     February 08, 2013

Dear Proponent,

You are invited by Vale Canada Limited to respond to this Request for Expression of Interest ("EOI") in relation to the Scope of Work and technical documents attached hereto in accordance with the terms and conditions set below:

1.            Intent of the EOI

The intent of this EOI is to request further information to be provided to the Company. This EOI is NOT intended to: (1) constitute a tender, (2) create contractual relations of any kind between the Company and the Proponent other than the ownership and confidentiality obligations set herein and in the Non-Disclosure Agreement (if one has been attached to this EOI), (3) commit the Company to award or the Proponent to enter into any contract with respect to the Scope of Work and technical documents.

2.            Input from Proponents

The Company seeks proposals within the parameters set in the Scope of Work and technical documents, but the Company has not reached any final decision as to the details of those parameters and will welcome any input of the Proponent as to the best means of achieving the results expected in the Scope of Work and technical documents.

3.            Discussions with Proponents

The Company reserves the right to have further discussions with one or more of the Proponents with a view to detailed negotiations and neither the Company nor any of the Proponents shall be obligated to the other in any manner whatsoever until a written agreement has been duly executed by the parties. As this is EOI is not a tender and does not create legal relations between the Company and the Proponents, apart from the obligation of confidentiality, no terms and conditions have been attached to this EOI in respect of the execution of the Scope of Work and the technical documents.

4.            No legal duties

By submitting a proposal the Proponent specifically acknowledges that this EOI does not create any legal duty of any nature whatsoever between the Proponent and the Company, except as set forth herein in respect of confidentiality and proprietary information. The Proponent further agrees that the response to this EOI submitted by the Proponent does not create any binding obligation, commitment, covenant, representation, warranty by or of the Proponent, with the exception of the obligation on the Proponent to keep the confidentiality of the documents attached hereto. The Company is entitled to, but not required or obligated to, negotiate with any, some, or all of the Proponents at the Company's sole discretion after the Closing Date. The Company is not obligated to provide any further information or opportunity to negotiate with any Proponent after the Closing Date.

5.            Evaluation of Proposals

The Company will evaluate all proposals on a confidential basis. The Proponent is free to withdraw, cancel or modify its proposal at any time at the Proponent's sole discretion. The Company is entitled to, but not obligated, to make a decision to negotiate with any Proponent in accordance with any criteria at the sole discretion of the Company. The Company reserves the right not to disclose the criteria with which it will analyze and evaluate proposals.

6.            Questions and site visits

Any questions with respect to this EOI should be addressed to the Contract Administrator identified above.

A site visit may be arranged at the Company's sole discretion in order to provide Proponents with additional relevant technical information. If a site visit has been planned, you will find the information pertaining to the site visit below:

Please confirm your presence at the site visit two days before the date scheduled for the visit by writing an email to the Contact Person above and to the Contract Administrator.

7.            Documents included in this EOI

The following documents are attached to this EOI:

Attachment 1                                    Scope of Work - Technical Documents

Attachment 2                                    Proponent's Requested Information

8.            Confidentiality

The Scope of Work and the technical documents have been sent to you in confidence for the sole purpose of your evaluation and preparation of a proposal. As such, its contents are proprietary and confidential to the Company. In taking receipt of these documents, you agree not to reveal its contents to third parties or otherwise, except to those who must evaluate them. You also agree not to use these documents or any information provided by the Company for any purpose other than the preparation of your proposal. Should you decide not to make a proposal, you agree to return all hard copies of these documents and destroy any electronic copies thereof from your computer systems.

With the submission of your proposal, please include:

                1. A signed copy of this EOI by your authorized representative

                2. Your proposal

                3. The information requested in Attachment 2

9.            Ownership of submissions

By submitting your proposal, you agree that the Company shall become the owner of all documents submitted with your proposal including your proposal. As the owner of your proposal and any documents attached thereto, the Company is entitled to make any use of your proposal including, without limiting the generality of the foregoing, share, publish, or distribute your proposal to other Proponents for any purpose that the Company may deem fit in the Company's sole discretion.

10.          Limitation of Liability

By submitting a proposal, the Proponent expressly and irrevocably agrees that the Company's total cumulative liability for damages, expenses, costs, liability and losses of whatever nature (collectively "Damages") arising out or in connection with this EOI, whether based in Tort, Statute, Equity, Contract, Restitution, Common Law, or any other cause of action or legal theory, even if the Company has been advised of the possibility of such Damages, is limited the direct, actual and provable Damages and will in no event exceed the actual cost of the Proponent in preparing a Proposal in response to this EOI.

11.          Governing Law and Forum

This EOI shall be governed by the laws of the Province of Ontario and the applicable federal laws of Canada. The Proponent and the Company irrevocably attorn the jurisdiction of Courts of the Province of Ontario in the City of Toronto.

SIGNED, ACCEPTED AND AGREED TO BY

Attachment 1 – Scope of Work / Technical Documents

Attachment 2 – Proponent Information

This form is for bid evaluation and will not be part of the contract.

Proponent shall provide the following:

•             General Company Information

•             Written description of the organization, defining lines of authority/ responsibility/ communication and the overall working of the organization.

•             Previous Work Experience specifically related to this EOI.

•             CVs for proposed key personnel to be part of the project.

Notes:

(1) This EOI does not constitute an official solicitation. Vale NL reserves the right to cancel this requirement at any time during the EOI and/or solicitation process. Once objective evaluations are completed, only prospective vendors deemed qualified will be contacted.