Approved and ordered this 28th day of September , A.D. 1959 .

At the Executive Council Chamber, Victoria, Administrator. PRESENT: The Honourable in the Chair. Mr. Bennett Mr. Staaoy Mr. Kiernan Mr. Wicks Mr. Chant Mr. WeEttilOOd Mr. Caglardi Mr. Mr. Mr. fle• Mr.

To His Honour The Administrator in Council:

The undersigned has the honour to report:

THAT under the authority of the "Pacific Great Eastern Construction Loan

Act, 1954", being Chapter 29 of the Statutes of British Columbia 1954 as amended, Pacific Great Eastern Railway Company 4hereinafter called the

"Company") proposes to borrow money by the issue and sale of Bonds of the

Company in a principal amount not exceeding Ten Million Dollars ($10,000,000);

AND THAT the Minister of Finance for the Province of British Columbia, as agent for the Company, has authorized the sale of the said Bonds to the public at the price and on the terms and conditions hereinafter mentioned, the said sale to be made through agents of the Company including chartered banks, trust companies and investment dealers;

AND THAT, subject to the approval of the Lieutenant-Governor in Council, the Company by Resolution passed the 24th day of September, 1959, a copy of which is hereto annexed, has authorized the sale to the public, through agents

of the Company as aforesaid, of Bonds of the Company in a total principal amount not exceeding Ten Million Dollars ($10,000,000) dated the 15th day of

September, 1959, bearing interest from the 15th day of September, 1959 at the

rate of five per centum (5%) per annum payable quarter-yearly on the 15th days

of March, June, September and December in each year during the currency

thereof, and maturing on the 15th day of September, 1962 or, at the option of - 2 -

the bearer or registered holder thereof, on demand on any date prior to the

said 15th day of September, 1962, and payable as to principal and interest

in the manner and upon the terms set forth in said Resolution, at the price

to the purchasers thereof of one hundred per centum (100%) of the principal amount thereof together (in the case of application for Bonds received after

September 30th, 1959) with accrued interest from September 15th, 1959

as set forth in the memorandum attached to said Resolution, and that the

Company by said Resolution authorized the payment by the Company of the

sales commissions and issuing fees to the said agent= for their services

in selling and issuing the said Bonds as set forth in said memorandum.

AND TO RECOMMEND:

THAT the sale by the Company of a total principal amount of said

Bonds of the Company not exceeding in the aggregate the sum of Ten Million

Dollars ($10, 000, 000) at the price and on the terms and conditions hereinbefore

mentioned be approved and that payment by the Company of the sales commissions

and issuing fees to the agents of the Company for their services in selling and

issuing the said Bonds be approved and that the action of the Minister of Finance

for the Province of British Columbia in authorizing the sale of the said Bonds

and the payment of the said commissions and fees be ratified and confirmed. DATED this day ofSeptember, 1959

MINISTER OF FINANCE

APPROVED this day of September, 1959

PRESIDING MEMBER OF THE EXECUTIVE COUNCIL EXTRACT from Minutes of a Meeting of the Board of Directors of Pacific Great Eastern Railway Company held on the 24th day of September, 1959.

IT WAS DULY MOVED, SECCNDED AND RESOLVED:

WHEREAS pursuant to the "Pacific Great Eastern Construction Loan

Act, 1954", bein8 Chapter 29 of the Statutes of British Columbia, 1954 as amended, Pacific Great Eastern Railway Company (hereinafter called the "Company") by Resolution passed the 24th day of September, 1959 has authorized, subject to the approval of the Lieutenant-Uovernor in Council, the borrowine, of money for the purposes of the Company as in said Resolution set forth by the issue and sale of its Bonds in a principal amount not exceeding $10, 000,000 dated the 15th day of September, 1959, bearing interest from the 15th day of September, 1959, at the rate of Five per centum per annum payable quarter-yearly on the 1 5th days of March, June, September and December in each year during the currency thereof, and maturing on the 15th day of September, 1962 or, at the option of the bearer or registered holder thereof, on demand on any date prior to the said 1 5th day of September,

1962, and payable as to prin cipal and interest in the manner and upon the terms set forth in said Resolution:

AND WHEREAS the Minister of Finance for the Province of British

Columbia, as agent for the Company, has authorized the sale of the said

Bonds to the public at the price and on the terms and conditions hereinafter mentioned, said sale to be made through agents of the Company, including chartered banks, trust companies and investment dealers.

NCW THEREFCRE BE IT RESC LVED:

THAT, subject to the approval of the Lieutenant-Governor in Council, the Company do sell to the public through agents of the Company as aforesaid not exceeding $10, 000, 000 in principal amount of said Bonds at the price to the purchasers thereof of 100% of the principal amount thereof, together .

(in the case of applications for Bonds received after September 30th, 1959) with accrued interest from September 15th, 1959 as set forth in the memorandum attached hereto, and that payment by the Company of sales commission and issuing fees to the said agents for their services in selling and issuing the said

Bonds as set forth in said memorandum be approved, and that the action of the

Minister of Finance for the Province of British Columbia as agent for the

Company in authorizing the sale of the said Bonds and the payment of the said sales commissions and issuing fees to said agents be ratified and confirmed, and that all necessary and proper proceedings be taken to create, issue, sell and deliver the said Bonds of the Company.

I GERALD STEWART BRYSCN, Secretary of Pacific Great Eastern

Railway Company, DC HEREBY CERTIFY under the Seal of the Company that the above Resolution was passed at a meetinb of the Board of Directors of the Company duly called and held on the 24th day of September, 1959, at which a quorum of the Directors was present in person and voted unanimously in favour of said Resolution.

Secretary Pacific Csreat Eastern Railway Company 3.

MEMCRANDUM RE: ACCRUED INTEREST CN SALES: AND RE: SALES CC MMISSIGNS AND ISSUINU FEES

1. Accrued Interest

The selling price of Bonds sold for immediate cash payment shall

be at the rate of par for applications received on or before September

30th, 1959 and at the following prices, which include accrued interest,

on applications received between the dates indicated hereunder:-

$1 00 $500 $1,000

From Cctober 1st to 15th, 19 59 $100.42 $502.10 $1004.20 From Cctober 16th to November 15th 10 0. 84 504.19 1008.38 From November 16th to Lecember 15th 101.26 5o6.27 1012.54 From Lecember 16th to January 15th, 1960 101. 67 508.35 1016.70 From January 16th to February 15th 102.09 510.43 1020.86 From February 16th to March 15th 102. 51 512. 51 1025.02 From March 16th to April 15th 102. 93 514. 59 1021. 18 From April 16th to May 16th 103. 34 516.67 1033.34 From May 17th to June 15th 103. 76 518. 75 1037. 50 From June 16th to July 15th 104. 1E, 520.83 1041.66 From July 16th to August 15th 104. 60 523.91 1047. 82 From August 16th to September 15th 105. 00 525.00 1050. 00

Provided that where banks or trust companies finance purchases

after September 30th, 1959, the applicant must pay interest at the rate

of five per centum per annum from September 15th, 1959 to the date

of purchase on the par value of the Bonds.

2. Sales Commissions and Issuing Fees.

A sales commission of three-quarters of one per cent of the principal

amount of the Bonds sold will be allowed to all sales agents and in

addition an issuing fee of one-quarter of one per cent of the principal

amount of Bonds issued will be allowed to authorized issuing agents, ToAhe Hqn. the Minister of Finance: "Pacific Great Eastern Construction Loan Act" • Authorizing the sale of Bonds of Pacific Great Eastern Railway Company in a further aggregate principal amount not exceeding $10, 000, 000, to mature , 1962, and the payment of commissions and fees to Agents of the Company for the selling and issuing of saidonds. • 'XI fly...A:al 3 ,,, Lew RECOMM7D

E‘puty Minister of Fin ce bZQ9A kf , 1959