TRANSACTION BETWEEN THE MINISTER OF FINANCE, who is exercising the functions of the Minister of Revenue under Order in Council 55-2016, dated February 3, 2016, herein represented by Éric Ducharme, President and Chief Executive Officer of Revenu Québec at 3800, rue de Marly, Québec (Québec) G1X 4A5, and is acting under the authority of section 40 of the Act respecting the Agence du revenu du Québec (CQLR, c. A-7.003), (hereinafter “the Minister” or “Revenu Québec”), AND THE MINISTER RESPONSIBLE FOR CANADIAN RELATIONS AND THE CANADIAN FRANCOPHONIE and THE MINISTER RESPONSIBLE FOR NATIVE AFFAIRS, for and on behalf of the Gouvernement du Québec, herein respectively represented by Gilbert Charland, Associate General Secretary of the Secrétariat aux affaires intergouvernementales canadiennes, and by Marie- José Thomas, Associate General Secretary of the Secrétariat aux affaires autochtones, AND THE GRAND COUNCIL OF THE CREES (EEYOU ISTCHEE), a duly incorporated public body, herein represented by Bill Namagoose, Executive Director, duly authorized for the purposes hereof, (hereinafter “GCC(EI)”), AND THE CREE NATION GOVERNMENT, a legal person in the public interest established under the Act respecting the Cree Nation Government (CQLR, c. G-1.031), herein represented by Bill Namagoose, Executive Director, duly authorized for the purposes hereof, (hereinafter “CNG”), WHEREAS, on April 25, 2002, the GCC(EI) filed with Revenu Québec a claim for the refund of the fuel tax paid by the Cree communities between January 1991 and September 2001; WHEREAS this claim was filed on behalf and for the benefit of the nine (9) Cree bands, namely the Cree Nation of Chisasibi, the Whapmagoostui First Nation, the Cree Nation of Wemindji, the Cree Nation of Eastmain, the Crees of the First Nation of Waskaganish, the Waswanipi Band, the Cree Nation of Mistissini, the Cree Nation of Nemaska and the Oujé-Bougoumou Cree Nation (hereinafter, each a “Cree Band”, or collectively the “Cree Bands”), and their members; WHEREAS, following this claim, a class action was instituted by Ghislain Picard, with the support of the Assembly of First Nations of Québec and Labrador (hereinafter, “AFNQL”), in the file bearing number 200-06-000088-073 (formerly 500-06-000201-034), to recover the fuel tax paid by the Indians, except the Cree beneficiaries; WHEREAS the GCC(EI) did not participate in the class action on the grounds that its arguments regarding its claim were unique and distinct from those raised by Ghislain Picard and the AFNQL; WHEREAS the assessment of this claim by Revenu Québec and the negotiations between the parties were suspended until the final outcome of the class action; WHEREAS an out-of-court settlement was reached in relation to the class action; WHEREAS, following the out-of-court settlement reached in relation to the class action, the CNG (formerly known as the Cree Regional Authority) contacted Revenu Québec and the parties resumed discussions; WHEREAS the parties agreed that the claim giving rise to this transaction covers, in addition to the fuel tax addressed in the claim filed on April 25, 2002, by the GCC(EI), the fuel tax paid by the Cree Bands or their members until June 30, 2011 (hereinafter, the “Claim”), excluding the files of the members which were the subject of an objection in respect of such tax paid during this same period; WHEREAS the parties have also agreed on the final settlement of the Claim by means of financial compensation. THEREFORE, the parties agree as follows: 1. AMOUNT OF SETTLEMENT 1.1 Revenu Québec shall pay an amount of eight million five hundred thousand dollars ($8,500,000) as full and final settlement of the Claim, including principal, interest, additional indemnity and, if applicable, any damages of any nature whatsoever. 1.2 The settlement amount of $8,500,000 shall be paid to the CNG by cheque in its name, within sixty (60) days from the coming into effect of this transaction, and will not bear any interest. 2. DISTRIBUTION, ALLOCATION AND USE OF THE SETTLEMENT AMOUNT 2.1 The GCC(EI) and the CNG undertake to ensure that the settlement amount is distributed, allocated and used as follows: 2.1.1. the settlement amount shall be distributed, in accordance with the terms set out in Appendix A, by the CNG to the nine (9) Cree Bands within thirty (30) days from the date of the cheque issued pursuant to section 1.2; 2.1.2. any amount distributed to a Cree Band shall be allocated by the Cree Band directly for community purposes, in addition to the amounts normally allocated by the Cree Band for such purposes in the annual budgets of the Cree Band; for clarity, the amount distributed to a Cree Band out of the settlement amount is an additional amount and cannot serve as a replacement for any amount otherwise to be spent by a Cree Band for community purposes; 2.1.3. each Cree Bands must use the amounts distributed to it by the CNG out of the settlement amount within eighteen (18) months from the date on which it received the amounts; 2.1.4. the GCC(EI) and the CNG will jointly provide Revenu Québec, no later than two (2) years from the coming into effect of this transaction, with a report detailing the use of the distributed amount made by each of the Cree Bands. 3. LEGAL FEES AND DISBURSEMENTS 3.1 Revenu Québec shall reimburse the GCC(EI) and the CNG, respectively, an amount, to be determined and verified upon submission of supporting documents, to cover the legal fees and disbursements paid from March 2001 until the coming into effect of this transaction in relation to the preparation, discussion, negotiation and settlement of the Claim. 3.2 The amounts referred to in section 3.1 are estimated at $266,000 and $82,000, respectively, as of August 15, 2016. 3.3 The supporting documents must be submitted within thirty (30) days following the coming into effect of this transaction. 3.4 Each of these amounts shall be paid respectively to the GCC(EI) and the CNG by cheque in its name, within sixty (60) days from the date of the receipt of the supporting documents, and the amounts will not bear any interest. 2 3.5 The payment of the amounts referred to in section 3.1 is in full and final settlement of the legal fees and disbursements, including principal, interest and taxes. 4. RELEASES AND WAIVERS 4.1 Subject to the payment of the settlement amount, the GCC(EI) and the CNG give full and final release to the Minister, Revenu Québec and the government of Québec for all amounts covered by the Claim, and any damages, including punitive and exemplary damages, regardless of the time at which they were incurred and the manner in which they were incurred, as well as all debts, obligations and liabilities of any nature whatsoever, known or unknown, including principal, interest, fees and the additional indemnity related to or arising from, in any manner whatsoever, the facts and arguments invoked or that could have been invoked, directly or indirectly, on behalf of others or in a derived manner or in any other capacity, personally or by subrogation, with respect to the Claim. 4.2 The release granted under section 4.1 does not apply to the right of the Cree Bands or their members in respect of the fuel tax paid on any fuel purchases made before July 1, 2011, for which a refund application was filed within four (4) years from the date of payment of that tax. 4.3 The payment of legal fees and disbursements set out in section 3 serves as full and final release in favor of the Minister, Revenu Québec and the Government of Québec in respect of these amounts. 4.4 The GCC(EI) and the CNG waive their right to exercise, directly or indirectly, on behalf of others or in a derived manner or in any other capacity, personally or by subrogation, any demand, claim or any recourse that one or the other has or may have against the Minister, Revenu Québec or the Government of Québec with respect to any subject or fact relating to or that can relate directly or indirectly to the Claim or the payment of the legal fees and disbursements addressed in section 3. 5. LIMITATION OF LIABILITY AND PAYMENT 5.1 The GCC(EI) and the CNG release the Minister, Revenu Québec and the Government of Québec from any liability and undertake to hold them harmless and to indemnify them and to pay the amounts, interest, additional indemnity, fees, disbursements and damages, including punitive and exemplary damages of any nature whatsoever (including, if applicable but without limitation, the fees and disbursements incurred by the Minister, Revenu Québec or the Government of Québec), claimed or imposed in connection with any demand, claim or recourse that a Cree Band or one of its members may have, individually or jointly, against the Minister, Revenu Québec or the Government of Québec with respect to any subject or fact relating to or that can relate directly or indirectly to: 5.1.1. the Claim covered by this transaction; 5.1.2. the administration, investment, distribution, allocation or use of the settlement amount covered by this transaction. 6. NO ADMISSION 6.1 The parties acknowledge and agree that this transaction is made without prejudice or admission of the parties, Revenu Québec or the Government of Québec and for the sole purpose of amicably and definitively settling the Claim in order to avoid lengthy and costly proceedings. 6.2 The parties agree that this transaction and its contents, all negotiations, documents and discussions related to the transaction as well as all actions or measures taken to implement the transaction may not be construed or interpreted as an admission of a violation of any law or regulation or a fault or liability of the parties, Revenu Québec or the Government of Québec, or of the truthfulness of any claim or allegation made in connection with this transaction.