CITY OF TIMMINS AMENDED BY 201 3 ` 4 60 BY-LAW BY-LAW NO. 2013-7307
BEING A BY-LAW to authorize the sale of City land.
WHEREAS City of Timmins By-law No. 2008-6601 establishes procedures for the disposition of real property as set out under the Municipal Act, R.S.O., C.25, Section 270.
AND WHEREAS Council by Resolution declared certain lands in Tisdale Township, hereinafter more particularly described, surplus to the needs of the municipality.
AND WHEREAS it is considered desirable to transfer lands described below to Goldcorp Canada Ltd. As to a 51% interest and Goldcorp Inc. As to a 49% interest, hereinafter referred to as the Purchaser.
NOW THEREFORE the Council of The Corporation of the City of Timmins enacts the following as a By-law:
1. THAT the Corporation of the City of Timmins does hereby transfer the surface rights of PIN 65405-0231, being the property described in such PIN including, without limitation, Parts 1, 3, 4, 5, 6, 7, 8, 9, 12, 13, 16, 17 & 18, Plan 6R- 8411, as shown on attached Schedule ' A' to Goldcorp Canada Ltd. as to a 51% interest and Goldcorp Inc. as to a 49% interest, for $5, 000, 000. 00 plus HST, subject to the following:
i. That all expenses related to this land purchase, including but not limited to the appraisal, legal and registration costs, shall be the responsibility of the Purchaser;
ii. That the Purchaser shall finalize this land transfer on or before June 28, 2013, otherwise this land sale shall become null and void.
2. THAT the Mayor and Clerk be and are hereby authorized to execute the Transfer on behalf of The Corporation of the City of Timmins in accordance with the provisions of the Land Titles Act of Ontario.
READ a first, second and third time and finally passed this 21st day of January, 2013.
Tom Laughren Mayor City of Timmna MAYOR e
r CLERK PURCHASE AGREEMENT
17th, This Agreement is made as of December 2012.
BETWEEN:
THE CORPORATION OF THE CITY OF TIMMINS
hereinafter referred to as " Timmins")
and -
GOLDCORP CANADA LTD. as to a 51% interest and
GOLDCORP INC. as to a 49% interest
hereinafter referred to as " Goldcorp")
WHEREAS Timmins is the legal and beneficial owner of an undivided 100% interest in and to certain patented fee simple real properties described in Schedule " A" hereinafter called the " Properties").
AND WHEREAS Timmins has agreed to sell to Goldcorp and Goldcorp has agreed to purchase from Timmins all of Timmins' s right, title and interest in and to the Properties.
AND WHEREAS the Parties wish to formalize the terms of such purchase and sale by entering into this Agreement.
NOW THEREFORE in consideration of the premises and the mutual covenants in this Agreement, and of other good and valuable consideration ( the receipt and sufficiency of which are hereby acknowledged by each Party), the Parties agree as follows:
ARTICLE 1 INTERPRETATION
1. 1 Definitions
In this Agreement and the Schedules attached hereto, the following terms shall have the following meanings:
Agreement" means this agreement and all attached schedules, as supplemented, amended, restated or replaced from time to time in accordance with the terms hereof;
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zoning or otherwise) or order that applies to the Parties or to the Properties and includes the applicable by-laws or rules of any stock exchange or securities commission having jurisdiction;
Approvals" means any and all approvals, authorizations, consents or other orders of any Government Authority or any third party;
Business Day" means any calendar day other than a Saturday or Sunday or any day that is a statutory or civic holiday in Toronto or Timmins, Ontario;
Closing" means the completion by Timmins of the sale, transfer and conveyance to Goldcorp of the Properties.
Closing Date" means the date set out in section 5. 1;
Closing Time" means 2: 00 p.m. on the Closing Date, or such other time and date as the Parties agree in writing that the Closing shall take place;
Encumbrance" means any encumbrance, security interest, mortgage, lien, hypothec, pledge, assignment, charge, easement or right, title or interest affecting any of the Properties;
Government Authority" means any Canadian federal, provincial or municipal government including any governmental agency, department, ministry, authority, tribunal, commission or official, stock exchange or securities commission having jurisdiction;
Parties" means the parties to this agreement collectively, and " Party" means either of them;
Person" shall be broadly interpreted and includes an individual, body corporate, partnership, unincorporated joint venture, trust, association, unincorporated organization, any Governmental Authority or any other entity recognized by law; and
Properties" has the meaning set out in the recitals to this Agreement.
Purchase Price" has the meaning set out in Section 2.2.
1. 2 Headings
The division of this Agreement into articles, sections, subsections and schedules and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The article, section, subsection and schedule headings in this Agreement are not intended to be full or precise descriptions of the text to which they refer and are not to be considered part of this Agreement. All uses of the words " hereto", herein", " hereof', " hereby" and " hereunder" and similar expressions refer to this Agreement and not to any particular section or portion of it.
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1. 3 Number and Gender
In this Agreement, words in the singular include the plural and vice-versa and words in one gender include all genders.
1. 4 Entire Agreement
This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior agreements, negotiations, discussions and understandings, written or oral, between the Parties. Except as may be specifically set forth in this Agreement, there are no representations, warranties, conditions, ( including any representation, warranty or condition of merchantability or fitness for a particular purpose), or other agreements or acknowledgments, whether direct or collateral, express or implied, that form part of or affect this Agreement, or which induced any Party to enter into this Agreement or on which reliance is placed by any Party.
1. 5 Amendment
This Agreement may be amended, modified or supplemented only by a written agreement signed by both Parties.
1. 6 Waiver of Rights
Any waiver of, or consent to depart from, the requirements of any provision of this Agreement shall be effective only if it is in writing and signed by the Party giving it, and only in the specific instance and for the specific purpose for which it has been given. No failure on the part of any Party to exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver of such right, except as shall be specified herein. No single or partial exercise of any such right shall preclude any other or further exercise of such right or the exercise of any other right.
1. 7 Schedules
The following Schedule forms part of this Agreement:
Schedule Description of Schedule
A" Description of Properties
B" Items salvaged by Timmins
1. 8 Applicable Law
This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each Party irrevocably submits and attorns to the jurisdiction of the courts of Ontario with respect to any matter arising hereunder or related hereto.
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1. 9 Currency
All statements of or references to dollar amounts in this Agreement are to lawful money of Canada.
1. 10 Performance on Holidays
If any action is required to be taken pursuant to this Agreement on or by a specified date that is not a Business Day, then such action shall be valid if taken on or by the next succeeding Business Day.
ARTICLE 2 ASSET PURCHASE AND SALE
2. 1 Transfer of Properties
Subject to the terms and conditions hereof, Timmins hereby agrees to sell, transfer, assign and convey to Goldcorp, and Goldcorp agrees to purchase, to Goldcorp Canada Ltd. as to a 51% interest and to Goldcorp Inc. as to a 49% interest, all of Timmins' right, title and interest in and to the Properties.
2. 2 Purchase Price
The Purchase Price payable by Goldcorp to Timmins for the Properties shall be 5, 000, 000. 00 ( Five Million Dollars) plus applicable HST. Goldcorp shall be permitted to self- assess for any such HST and Goldcorp will provide to Timmins any documents that Timmins may reasonably request to evidence Goldcorp' s HST registrant status and to indemnify Timmins for any HST that Timmins does not collect on Closing on the basis of Goldcorp' s self- assessment.
2. 3 Adjustments
All municipal or other governmental taxes, assessments rates and other similar charges, and all utilities, related to the Properties shall be adjusted as of the Closing Date.
ARTICLE 3 REPRESENTATIONS AND WARRANTIES
3. 1 Representations and Warranties of the Parties
Each of the Parties, acknowledging that the other is entering into this Agreement in reliance thereon, represents and warrants as follows in respect of itself:
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a) All requisite acts and proceedings have been done and taken by such Party with respect to entering into this Agreement or completing the transactions contemplated herein;
b) Such Party has the requisite authority to enter into this Agreement and to perform its obligations hereunder;
c) This Agreement has been duly and validly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party enforceable against it in accordance with its terms;
3.2 Timmins Representations and Warranties
Timmins, acknowledging that Goldcorp is entering this Agreement relying thereon, hereby represents and warrants as follows:
a) Timmins has an undivided 100% legal and beneficial good, valid, marketable and exclusive fee simple right, title and interest in and to, and actual and exclusive possession of, the Properties;
b) All taxes ( if any), utilities and any and all other payments to or assessments of any Governmental Authority having jurisdiction in respect of the Properties have been made to and including the Closing Date;
c) No Person has any agreement, option, right of first refusal or right, title or interest or right capable of becoming an agreement, option, right of first refusal or right, title or interest, in or to the Properties;
d) There are no finder' s fees, commissions or other payments payable by Timmins in relation to the transactions contemplated herein; and
e) At the time Timmins transfers its rights, title and interests in and to the Properties, such rights, title and interests will be free and clear of all Encumbrances ( other than easement rights created by registered easements, provided that such easements, in Goldcorp' s discretion, do not interfere with Goldcorp' s intended use of the Properties).
3. 3 Survival of Representations and Warranties
The representations and warranties of Timmins contained in sections 3. 1 and 3. 2 shall survive the Closing and will continue in full force and effect for a period of two ( 2) years after the Closing.
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ARTICLE 4 FIXTURES AND PERSONAL PROPERTY
4. 1 Fixtures and Personal Property
a) The Parties acknowledge that any and all buildings, appurtenances, fixtures, equipment and personal property currently situated on the Property will be transferred by Timmins to and become the property of Goldcorp on the Closing Date for a consideration of 1. 00 ( One Dollar), which consideration constitutes part of the Purchase Price. Save and except
that Timmins shall remove the items that are listed in Schedule ` B". If Timmins has not removed the Schedule ` B" property by Closing, then ownership of such property will be conveyed to Goldcorp as part of the consideration for this Agreement and Goldcorp may dispose of the property in any manner Goldcorp elects at Timmins sole cost. All provided that Timmins may, by notice in writing to Goldcorp, once extend the period for the removal of the Schedule B" items to 30 days after the Closing Date.
ARTICLE 5 CLOSING
5. 1 Closing
The Closing will take place at the offices of Goldcorp, in Timmins, Ontario at 2: 00 p. m. on the June 28, 2013 ( the " Closing Date") or at such other location as the Parties decide. Goldcorp may accelerate the Closing Date to any earlier date by giving thirty (30) days written notice to Timmins, if Goldcorp' s 5. 2 condition has been waived in writing by Goldcorp or if the condition is factually satisfied.
5. 2 Conditions
a) In consideration of $ 100 ( One Hundred Dollars) paid by Goldcorp to Timmins, the receipt and sufficiency of which is hereby acknowledged by Timmins, which $ 100 amount was paid by Goldcorp to Timmins in consideration for this and any other condition in Goldcorp' s favor, this Agreement is conditional on Goldcorp obtaining all permits and authorizations required to commence blasting in furtherance of conducting mining activity on and in the Properties by no later than thirty days before the Closing Date (the " Condition Date"). Goldcorp may waive this condition in writing. Upon the factual satisfaction or Goldcorp' s written waiver of this condition, this Agreement shall proceed to Closing as per the terms of this Agreement. If this condition is not factually satisfied or waived in writing by Goldcorp by the Condition Date, then this Agreement shall be rendered null and void with no further liability of Parties hereunder. For clarity, this provision is not intended to, nor shall it be interpreted as, fettering the discretion of Timmins in granting any related permit or authorization for such blasting.
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b) In consideration of $ 100 ( One Hundred Dollars) paid by Timmins to Goldcorp, the receipt and sufficiency of which is hereby acknowledged by Goldcorp, which 100 amount was paid by Timmins to Goldcorp in consideration for this condition in Timmins' favor, this Agreement is conditional on Timmins satisfying itself, within thirty (30) days after this Agreement is executed by Timmins, that Timmins does not have an obligation to repay any public funding that might have been provided for the construction of the Shania Twain Centre the " Repayment Obligation). Timmins may waive this condition in writing. Upon the factual satisfaction or Timmins' written waiver of this condition, this Agreement shall proceed to Closing as per the terms of this Agreement. If Timmins has not reasonably evidenced the existence of the Repayment Obligation and provided such evidence to Goldcorp in writing by the considered satisfied. If end of said thirty ( 30) day condition period, then this condition shall be this condition is not factually satisfied ( or not considered satisfied as aforesaid) or waived in writing by Timmins the end of the thirty (30) day condition period, then this Agreement shall be rendered null and void with no further liability of Parties hereunder. All provided that this Section 5. 2 ( b) shall be deemed to be of no application or force or effect if the Repayment Obligation is less than Two Hundred and Fifty Thousand Dollars ($250, 000) and the Parties shall proceed to Closing as per the other terms of this Agreement.
5.3 Conditions Precedent in Favour of Goldcorp
The obligation of Goldcorp to complete the transactions contemplated in this Agreement shall be subject to the satisfaction of, or compliance with, at or before the Closing Date, each of the following conditions precedent ( each of which is hereby acknowledged to be inserted for the exclusive benefit of Goldcorp and may be waived by Goldcorp in writing in whole or in part):
a) Each of the representations and warranties of Timmins contained in this Agreement shall be true, complete and accurate as and when made and at and as of the Closing Time;
b) Timmins shall have performed and complied with all of the covenants, terms and conditions in this Agreement to be performed or complied with by it at or before Closing and shall have delivered at Closing:
i) appropriate transfers/ deeds of lands, in registerable form with the Planning Act statements completed and such other conveyances of the Properties and other documents, certificates and other instruments as would be usual in respect of the transactions contemplated herein and as Goldcorp may reasonably require;
If these conditions precedent are not or will not be satisfied on Closing, then Goldcorp may Agreement written notice. In the unilaterally a) waive same in writing or b.) terminate this by case of such Goldcorp termination, the Parties shall have no further liability hereunder.
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ARTICLE 6 GENERAL
6. 1 Time
Time is of the essence of each provision of this Agreement.
6.2 Notices
Any notice, demand or other communication ( in this section 6. 3, a " notice") required or permitted to be given or made hereunder shall be in writing and shall be sufficiently given or made if:
a) delivered in person, by courier or other in person fashion, during normal business hours of the recipient on a Business Day and left with a receptionist or other responsible officer or employee of the recipient at the applicable address set forth below; or
b) sent by facsimile transmission or ( a " Transmission") during normal business hours on a Business Day;
To Timmins:
220 Algonquin Blvd. East Timmins, Ontario P4N- 1B3 Attention: Land Dispositions- Clerks Dept. Telephone: ( 705) 360- 2613 Telecopier: ( 705) 360- 2674
to Goldcorp at:
3201- 130 Adelaide Street West Toronto, Ontario M5H 3P5 Attention: Andrew Moshoian Fax No.: 416- 363- 5950
and to:
P. O. Box 70, 4315 Gold Mine Rd. South Porcupine, Ontario PON 1H0 Attention: Marc Lauzier Fax No.: 416- 235- 6551
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Each notice sent in accordance with this section 6. 2 shall be deemed to have been received:
on the day it was delivered; or
on the same day that it was sent by Transmission, or on the first Business Day thereafter if the day on which it was sent by Transmission was not a Business Day. Any Party may change its address for notice by giving notice to the other Party in accordance with this section 6. 3.
6.3 Further Assurances
Each Party shall do such acts and shall execute such further documents, conveyances, deeds, assignments, transfers and other instruments, and will cause the doing of such acts and will cause the execution of such further documents as are within its power as any other Party may in writing at any time and from time to time reasonably request be done and or executed, in order to give full effect to the provisions of this Agreement.
6.4 Counterparts
This Agreement may be executed in counterparts. Each executed counterpart
shall be deemed to be an original. Each executed counterpart taken together shall constitute one
agreement.
6.5 Facsimile Execution
An executed copy of this Agreement may be delivered by any Party by facsimile. In such event, such Party shall forthwith deliver to the other Party the original copy of this Agreement executed by such Party.
EXECUTION PAGE FOLLOWS
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IN WITNESS WHEREOF the Parties hereto have duly executed this Agreement as of the date first written above.
THE CORPORATION OF THE. C£TY OF TIMMINS Tom Laughren
Per: Mayor City of Thiamine Name: pi Title:
Per: Name: Title: R.J.Watson, CIO City Clerk City of Timmins
GOLDCORP CANADA LTD.
Per: l,l a Zit Name: tr,c e w Title: iltio 61 gebinde r
Per: Name: bo 0ay1-St Title:riGR -, Na, a CSR.
GOLDCORP INC.
I f Per: Name: ft Title: ret ,
Per: Name: tsyti Q•ii - Title: nca A d.Csrl
Legal'8173816 1 This is Schedule " A" to the Purchase Agreement between Timmins and Goldcorp
Properties
PIN 65405- 0231 being the property described in such PIN including, without limitation, Parts 1, 3, 4, 5, 6, 7, 8, 9, 12, 13, 16, 17 & 18 of Plan 6R- 8411.
Legal* 8173816. 1 This is Schedule" B" to the Purchase Agreement between Timmins and Goldcorp
Mine Tour surface: Double trailer behind STC building 2 ONR freight cars Hollinger House
Trappers Cabin/ outhouse
Jupiter Headframe and all contents. ( The head frame could be installed in the vicinity of the pit and serve as an observation platform) All contents in Refinery Building including furnaces All contents dry building Outdoor lights outside perimeter of Gallery Building All mine statues and most historical mine artifacts currently displayed outside All contents blacksmith shop All information signs/ billboards New to us scoop
Mine Tour Underground: All equipment used for demonstrations
Locomotive
Shania Twain Centre: display cases exhibit lights flag poles modular garage behind the STC gates at parking lot
Legal* 8173816. 1 CITY OF TIMMINS
BY LAW- NO. 2013 7307-
BEING A BY LAW- to authorize the sale of City land.
WHEREAS City of Timmins By law- No. 2008 6601- establishes procedures for the disposition of real property as set out under the Municipal Act, R.O.,S.C.25, Section 270.
AND WHEREAS Council by Resolution declared certain lands in Tisdale Township, hereinafter more particularly described, surplus to the needs of the municipality.
AND WHEREAS it is considered desirable to transfer lands described below to Goldcorp Canada Ltd. As to a 51 % interest and Goldcorp Inc. As to a 49%interest, hereinafter referred to as the Purchaser.
NOW THEREFORE the Council of The Corporation of the City of Timmins enacts the following as a By law:-
THAT the Corporation of the City of Timmins does hereby transfer the surface rights of PIN 65405 0231,- being the property described in such PIN including, without limitation, Parts 1, 3, 4, 5, 6, 7, 8, 9, 12, 13, 16, 17 & 18, Plan 6R 8411,- as shown on attached Schedule 'A' to Goldcorp Canada Ltd. as to a 51 % interest and Goldcorp Inc. as to a 49%interest, for $5,000,000.00 plus HST, subject to the following:
That all expenses related to this land purchase, including but not limited to the appraisal, legal and registration costs, shall be the responsibility of the Purchaser;
That the Purchaser shall finalize this land transfer on or before June 28, 2013, otherwise this land sale shall become null and void.
2. THAT the Mayor and Clerk be and are hereby authorized to execute the Transfer on behalf of The Corporation of the City of Timmins in accordance with the provisions of the Land Titles Act of Ontario.
READ a first, second and third time and finally passed this 21 day of January, 2013.
SGD)THOMAS B. LAUGHREN
MAYOR
CERTIFIED TRUE COPY OF BY LAW- NO. 2013 7307- ( SGD) R. J. WATSON
CLERK CLERK