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Westshore Terminals Investment Corporation

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Westshore Terminals Investment Corporation WESTSHORE TERMINALS INVESTMENT CORPORATION ANNUAL INFORMATION FORM March 16, 2021 27773.155922.JGW.19370494.5 TABLE OF CONTENTS EXPLANATORY NOTES ........................................................................................................... 1 CAUTION CONCERNING FORWARD-LOOKING STATEMENTS.................................. 1 CORPORATE STRUCTURE ..................................................................................................... 1 BUSINESS OF WESTSHORE .................................................................................................... 2 History ........................................................................................................................................................................... 2 Operations ...................................................................................................................................................................... 3 Customers ...................................................................................................................................................................... 4 Operating Costs ............................................................................................................................................................. 5 Facilities ........................................................................................................................................................................ 5 VFPA Lease ................................................................................................................................................................... 5 The Terminal ................................................................................................................................................................. 5 Labour ........................................................................................................................................................................... 6 Environmental ............................................................................................................................................................... 6 Other Export Terminals ................................................................................................................................................. 7 RISK FACTORS ........................................................................................................................... 7 DESCRIPTION OF CAPITAL STRUCTURE........................................................................ 10 DIVIDENDS ................................................................................................................................ 10 MARKET FOR SECURITIES .................................................................................................. 11 REGISTRAR AND TRANSFER AGENT ............................................................................... 11 DIRECTORS ............................................................................................................................... 11 OFFICERS .................................................................................................................................. 12 AUDIT COMMITTEE ............................................................................................................... 12 Composition of the Audit Committee .......................................................................................................................... 12 External Auditor Service Fees (By Category) ............................................................................................................. 13 INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS .... 13 MATERIAL CONTRACTS ...................................................................................................... 14 INTERESTS OF EXPERTS ...................................................................................................... 14 CEASE TRADE ORDERS OR BANKRUPTCIES ................................................................. 14 PENALTIES OR SANCTIONS................................................................................................. 15 ADDITIONAL INFORMATION .............................................................................................. 15 27773.155922.JGW.19370494.5 EXPLANATORY NOTES Unless otherwise stated, the information in this Annual Information Form is stated as of December 31, 2020. All references to the “Corporation” are to Westshore Terminals Investment Corporation, together with its subsidiaries, as the context acquires. All amounts are presented in Canadian dollars unless otherwise noted. CAUTION CONCERNING FORWARD-LOOKING STATEMENTS This Annual Information Form contains forward-looking statements, which reflect the current expectations of the Corporation and Westshore (as defined below) with respect to future events and performance. Forward- looking statements are based on information available at the time they are made, assumptions by management, and management’s good faith belief with respect to future events. They speak only as of the date of this Annual Information Form, and are subject to inherent risks and uncertainties, including those outlined in this Annual Information Form, that could cause actual performance or results to differ materially from those reflected in the forward-looking statements, historical results or current expectations. Forward-looking information included in this document includes statements with respect to future revenues and profitability of Westshore, strength of markets for steel-making and thermal coal, expected throughput volumes, future throughput capacity of the Terminal (as defined below) and other export terminals, renewal and non-renewal of customer contracts, the possible impacts of the COVID-19 pandemic, expected expenditures, the anticipated level of dividends and share repurchases, negotiations of new collective agreements, effects of climate change, expectations relating to the market price of the Common Shares (as defined below), effects of any service interruption of rail carriers, expectations relating to Westshore’s operations, financial condition and business and those of Westshore’s customers and service providers, and the expected renewal of the Corporation’s normal course issuer bid. Forward looking statements should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether, or the times at which, such performance or results will be achieved. The Corporation assumes no obligation to update or revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs, except as required by applicable securities laws. There is significant risk that estimates, predictions, forecasts, conclusions and projections will not prove to be accurate, that assumptions may not be correct and that actual results may differ materially from such estimates, predictions, forecasts, conclusions or projections. Readers of this Annual Information Form should not place undue reliance on forward-looking statements as a number of factors could cause actual results, conditions, actions or events to differ materially from the targets, expectations, estimates or intentions expressed in the forward-looking statements. Specific material risk factors include, among other things, global demand and competition in the supply of seaborne coal, the ability of customers to maintain or increase sales or deliver coal to the Terminal, fluctuations in exchange rates, and the Corporation’s ability to renegotiate key customer contracts on favourable terms or at all. See “Risk Factors”. CORPORATE STRUCTURE The Corporation was incorporated under the Business Corporations Act (British Columbia) on September 28, 2010 and is domiciled in Canada. The registered and head office of the Corporation is located at Suite 1800, 1067 West Cordova Street, Vancouver, British Columbia, V6C 1C7. The Corporation owns all of the limited partnership units of Westshore Terminals Limited Partnership (“Westshore”), a partnership established under the laws of British Columbia. The Corporation derives its cash inflows from its investment in Westshore by way of distributions on Westshore’s limited partnership units. Westshore operates a coal storage and loading terminal at Roberts Bank, British Columbia (the “Terminal”). Westshore’s operating revenues are primarily derived from rates charged for handling coal which is loaded onto seagoing vessels. 1 27773.155922.JGW.19370494.5 The following chart illustrates the Corporation’s primary structural relationships. The Corporation holds all the limited partnership units of Westshore, a limited partnership registered under the Partnership Act (British Columbia), and all the common shares of Westshore Terminals Ltd. (the “General Partner”), a corporation incorporated under the Business Corporations Act (British Columbia). The General Partner is the general partner of Westshore. Westar Management Ltd. (the “Manager”) is a subsidiary of Jim Pattison Ltd. and provides management services to Westshore under a management agreement between Westshore and the Manager (the “Management Agreement”). The Manager also provides administrative services to the Corporation pursuant to an administration agreement and appoints three of the eight directors of the General Partner pursuant to a governance agreement. Details of these arrangements
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