OIC Number: 2012 - 375

Date of Order: Dec 07, 2012

Statute: Nova Scotia Jobs Fund Act

OIC Text: The Governor in Council on the report and recommendation of the Minister of Economic and Rural Development and Tourism dated November 22, 2012, and pursuant to

Section 5 of

Chapter 40 of the Acts of 2011, the Nova Scotia Jobs Fund Act, is pleased to, on terms and conditions as agreed to by the Executive Council on December 6, 2012: (

a) approve Her Majesty the Queen in right of the Province of Nova Scotia as represented by the Minister of Economic and Rural Development and Tourism entering into an agreement of purchase and sale with Bowater Canadian Limited and the Daily Herald Company to acquire all of the capital stock of Bowater Mersey Paper Company Limited and pursuant thereto to pay the sum of one dollar ($1.00) and other good and valuable consideration for the capital stock; (

b) approve, immediately following the purchase of all the aforementioned capital stock: payment of related professional services costs in an amount not to exceed two million dollars ($2,000,000.00) to be capitalized to the Nova Scotia Jobs Fund; a transfer to the Nova Scotia Jobs Fund and charge to Capital Account the amount of Thirty Million Dollars ($30,000,000.00); an investment with Bowater Mersey Paper Company Limited in an amount not to exceed thirty million dollars ($30,000,000.00); the Minister of Economic and Rural Development and Tourism executing a shareholder resolution appointing directors and officers of Bowater Mersey Paper Company Limited; an agreement between Bowater Mersey Paper Company Limited and Deloitte & Touche, agent for the management, operation and maintenance of Bowater Mersey Paper Company Limited; an agreement between Emera Inc. or its nominee, Bowater Mersey Paper Company Limited and Her Majesty the Queen in right of the Province of Nova Scotia for the sale by Bowater Mersey Paper Company Limited to Emera Inc. or its nominee of all the capital stock of Brooklyn Power Corporation for a purchase price of twenty five million dollars ($25,000.000.00); and Bowater Mersey Paper Company Limited and Brooklyn Power Corporation entering into a Management, Operations and Maintenance Agreement (the Management Agreement) as guaranteed by Her Majesty the Queen in the Right of the Province of Nova Scotia with Emera Inc. or its nominee, to operate the Brooklyn Power Corporation until the aforementioned sale to Emera Inc. or its nominee is completed or the Management Agreement is terminated.

Department(s): Economic and Rural Development and Tourism (2011-2015)