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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

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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 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; Legal* 8173816. 1 2 - 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. Legal* 8173816. 1 3 - 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. Legal` 8173816. 1 4 - 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: Legal* 8173816. 1 5 - 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
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