INUIT IMPACT BENEFIT AGREEMENT. THIS AGREEMENT made this day of, and-

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1 INUIT IMPACT BENEFIT AGREEMENT THIS AGREEMENT made this day of, 2004 BETWEEN: TAHERA CORPORATION, a corporation incorporated under the laws of Canada and having its head office at 121 Richmond Street West, Suite 803, Toronto, Ontario, M5H 2K1 (called TAHERA ) -and- THE KITIKMEOT INUIT ASSOCIATION, a society incorporated under the laws of Nunavut, representing the Inuit from the Kitikmeot Region (called KIA ) WHEREAS TAHERA has proposed to develop a diamond mine in the Nunavut Settlement Area known as the JERICHO Project; AND WHEREAS Article 26 of the Nunavut Land Claims Agreement requires an Inuit Impact and Benefit Agreement when a Major Development Projects is undertaken wholly or partially on Inuit Owned Lands; AND WHEREAS KIA is the owner of a portion of the surface lands which will be required for the JERICHO Project including the beds and banks of water bodies pursuant to section of the Nunavut Land Claims Agreement; AND WHEREAS the JERICHO Project is a Major Development Project as described in Article and will be constructed partly on Inuit Owned Land; AND WHEREAS TAHERA has consulted with Nunavut Tunngavik Incorporated in accordance with Article 27 of the Nunavut Land Claims Agreement; Tahera Jericho Project IIBA 1

2 AND WHEREAS KIA is the Designated Inuit Organization under the Nunavut Land Claims Agreement for the purposes of Articles 20 and 26 and this Inuit Impact Benefit Agreement; AND WHEREAS TAHERA wishes to ensure that Kitikmeot Inuit receive benefits and participate in the opportunities arising from development of the JERICHO Project; AND WHEREAS TAHERA and the KIA wish to enter into this Inuit Impact and Benefit Agreement which addresses the JERICHO Project as required by Article 26 of the Nunavut Land Claims Agreement; AND WHEREAS the development of the JERICHO Project may have substantial effects on the quality, quantity or flow of waters on, in, or flowing through KIA lands; AND WHEREAS Section of the Nunavut Land Claims Agreement requires an applicant for a water licence for a project which may have substantial effects on Inuit water rights to negotiate a compensation agreement with the Designated Inuit Organization; AND WHEREAS KIA and TAHERA wish to negotiate fair compensation for the effects of the JERICHO Project on water quality, quantity or flow on KIA lands as part of this Inuit Impact and Benefit Agreement; AND WHEREAS this Inuit Impact and Benefit Agreement will satisfy any claim for compensation which KIA might make before the Nunavut Water Board; AND WHEREAS This Agreement will be guided by the Nunavut Land Claims Agreement and the obligations and schedules set out herein. NOW THEREFORE this Agreement witnesses in consideration of the terms and mutual covenants contained herein that the Parties agree as follows: DEFINITIONS In this Agreement and in the Schedules and Appendices attached hereto, the following terms and expressions will have the following meanings: a) Agreement means this Inuit Impact and Benefit Agreement and any and all schedules, appendices, amendments or extensions negotiated in furtherance of the Agreement; Tahera Jericho Project IIBA 2

3 b) Bilingual means a person who speaks both Inuinnaqtun and English or Inuktitut and English; c) Closure means the abandonment and decommissioning of the JERICHO Project in accordance with accepted industry standards, all applicable regulatory requirements and the requirements of any Crown or Inuit surface leases; d) Construction means all work undertaken to build the JERICHO Project; and to bring it into production, including the construction and installation of all buildings, earthworks, plant and equipment required for production; e) Contractor means each and every contractor and sub-contractor used by TAHERA for the JERICHO Project; f) Country Food means traditional food used by Inuit peoples; g) Development means all preparation for the removal and recovery of diamonds from the JERICHO Kimberlite, including without limitation, Construction, commencing from the time TAHERA decides to build the JERICHO Project until the commencement of commercial production (when diamonds are recovered and offered for sale on a regular basis) and includes all exploration work directly connected with the development of the JERICHO Kimberlite; h) Dispute means any disagreement arising between the Parties concerning any matter arising from the interpretation or implementation of any provision in this Agreement; i) DIO means a Designated Inuit Organization pursuant to the Nunavut Land Claims Agreement which for the purpose of this Agreement is the KIA; j) Force Majeure means an Act of God, an action of the elements, strike or lock out or other industrial disturbance, unlawful act against public order or authority, war, blockade, public riot, lightning, fire or explosion, storm, flood, and the unavailability of equipment or transportation for purchase or hire (provided that every reasonable effort has been made and is continuing to be made to obtain the necessary equipment); k) IIBA means an Inuit Impact and Benefit Agreement made pursuant to Articles 26 of the Nunavut Land Claims Agreement; l) Inuit means those Inuit who are registered on the Inuit Enrollment List, as defined in Article 35 of the Nunavut Land Claims Agreement, as being from one of the Kitikmeot Region communities; m) Inuit Business means those businesses registered with the KIA meeting the criteria for Inuit ownership set out in Section 6 of Schedule F and Appendix 2 of this Agreement; n) JERICHO Project means the project described in Appendix 1; o) JERICHO Kimberlite means the kimberlite located on legal survey plan # containing a 3.1 million carat diamond reserve as described in the Jericho Diamond Project Feasibility study completed by TAHERA in June, Tahera Jericho Project IIBA 3

4 p) KIA means the Kitikmeot Inuit Association which is the DIO responsible for representing the interests of Kitikmeot Inuit in matters relating to Articles 20 and 26 of the Nunavut Land Claims Agreement; q) Kitikmeot Communties means the communities of: Bathurst Inlet, Umingmaktok, Cambridge Bay, Kugluktuk, Gjoa Haven, Kugaaruk and Taloyoak; r) Kitikmeot Region means the Kitikmeot Land Use Region, outlined in the Nunavut Land Claims Agreement and includes the lands described in Schedule 19(5) and 19(6) of that Agreement and includes Kitikmeot Communities; s) Mine means each separate work and undertaking as designated by TAHERA from which diamonds or ore containing diamonds is removed from the earth and, for greater certainty, where one or more kimberlite pipes are being worked for the removal of diamonds bearing ores, each separate pipe will be a separate mine; t) Nunavut Land Claims Agreement or NLCA means the Agreement Between the Inuit of the Nunavut Settlement Area and Her Majesty the Queen in Right of Canada made the 25 th day of May, 1993; u) Operations means every kind of work done or in respect of the Construction, Development, Production and Closure of the JERICHO Project including: investigating, exploring, developing and maintaining the JERICHO Kimberlite, preparing reports, estimates and studies, designing, equipping, improving, surveying, constructing, coring, mining, processing, rehabilitation, reclamation and environmental protection; v) Parties means TAHERA on behalf of and as operator of the JERICHO Project and the Kitikmeot Inuit Association as the duly authorized representatives of the Inuit people living in the Kitikmeot Region; w) Production means the process of removing kimberlite material from the ground and subsequent removal of rough diamonds from the kimberlite material. x) Resource is defined as the kimberlitic material from the JERICHO Kimberlite that is not part of the defined 3.1 million reserve described in definition (o). y) Supplies means those operational inputs which are ordinarily required and consumed on an ongoing basis to keep the mine operating that is, fuel, building materials, food supplies, parts for equipment and building maintenance, cleaning materials, clothing, safety supplies, and other things of the same nature; PURPOSE 1. The purpose of this Agreement is to: a) To set out the terms and conditions under which KIA will support and the provisions for Inuit involvement in the JERICHO Project; Tahera Jericho Project IIBA 4

5 b) To ensure to the greatest degree possible that training, employment and business opportunities arising from the operation and development of the JERICHO Project shall be made available by TAHERA to Inuit; c) To ensure that the JERICHO Project contributes to community development and well-being in the Kitikmeot region; d) To contribute to the maintenance of Inuit heritage, land based activities and harvesting; e) To establish an effective ongoing working relationship between the Parties on the matters covered by this Agreement in a spirit of mutual respect for the goals and aspirations of each other; f) To provide a mechanism through which effective communication and cooperation can take place between the Parties; and g) To achieve any other goals consistent with section of the NLCA. NON-DEROGATION 2. Nothing in this Agreement shall derogate from or abrogate any right or interest granted to KIA or to Inuit under the NLCA. INTERPRETATION AND EXTENDED MEANINGS 3. The KIA is entering into this Agreement for and on behalf of itself and the Inuit of the Kitikmeot Region. 4. In this Agreement, words importing gender shall include all genders, words importing the singular include the plural and vice versa, and words importing persons include individuals, partnerships, associations, trusts, unincorporated organizations, corporations and government authorities. 5. The several Articles of this Agreement, its Schedules and Appendices shall be read together and interpreted as one agreement. 6. The Parties agree that Schedules A through to L and the Appendices form part of this Agreement. 7. The division of this Agreement into sections, Schedules and Appendices and the insertion of headings is for convenience of reference only and shall not affect the construction or interpretation thereof. Tahera Jericho Project IIBA 5

6 ENTIRE AGREEMENT 8. This Agreement constitutes the entire agreement between Parties with respect to the subject matters set forth herein and supersedes any prior agreement, negotiation or understanding between the Parties. There are no other collateral agreements or undertakings related to the subject matter hereof. SEVERABILITY 9. The provisions of this Agreement are severable. If any provision of the Agreement is declared in a court of law to be void or unenforceable it shall be severed and the remaining provisions of this Agreement shall continue to have full force and effect. In the event that a provision is held to be invalid and severed from the Agreement, the parties agree to make best efforts to negotiate a replacement of the provision which is consistent with the purpose and contents of this Agreement. NON-WAIVER 10. No consent or waiver, expressed or implied, by either party to or of any breach or default by the other party in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to any other breach or default in the performance of obligations hereunder by any such party. Failure to complain or act or declare the other party in default, irrespective of how long such failure continues, shall not prevent a party from subsequently exercising its rights hereunder with respect thereto. REPRESENTATIONS AND WARRANTIES 11. TAHERA represents and warrants to the KIA that TAHERA has the legal power, capacity and authority to enter into this Agreement and carry out its obligations hereunder. 12. The KIA represents and warrants to TAHERA that the KIA has the legal power, capacity and authority to enter into this Agreement and to carry out its obligations hereunder. COMMITMENTS FROM TAHERA 13. TAHERA shall deliver to the KIA, all of the commitments set out in the provisions, Schedules and Appendices that form this Agreement. Tahera Jericho Project IIBA 6

7 COMMITMENTS FROM THE KIA 14. The KIA acknowledges covenants and agrees that: a) TAHERA has informed Kitikmeot Inuit about the JERICHO Project and has negotiated with the KIA concerning the project, including its potential socioeconomic and environmental effects; b) This Agreement provides for the mitigation of the potential adverse impacts of the JERICHO Project, including the effects of the JERICHO Project on Inuit water rights under Article 20 of the NLCA; c) This Agreement provides opportunities for the KIA and Inuit to optimize the potential benefits offered by the JERICHO Project in relation to jobs, training and economic, social and cultural opportunities; d) The KIA consents to the JERICHO Project and the Parties acknowledge that the JERICHO Project is defined in Appendix 1, in terms of the JERICHO Kimberlite and related facilities as presently contemplated. The Parties agree that if in the future there is a material change in the scope of the JERICHO Project, the KIA reserves such rights as it has in law and this Agreement to assess and present its views concerning the impact of such changes; e) The KIA will not engage in any unreasonable action that might frustrate, delay or stop the lawful Construction or Operation of the JERICHO Project provided that this paragraph (e) will not prevent the KIA from exercising legal rights arising from any incident of non-compliance by TAHERA with its licenses, permits, surface leases or other land tenures granted by KIA or from exercising such rights as they may have under the NLCA, as Inuit, Canadian citizens or residents of Nunavut to require TAHERA s compliance with its lawful obligations; and f) This Agreement, subject to the terms contained herein, satisfies the requirements of Article 20 and 26 of the NLCA. CONFIDENTIALITY 15. TAHERA acknowledges that the KIA may require a period of 90 days after signing of this Agreement to report and explain its content to its members, during which time this Agreement and the terms thereof shall remain confidential. After the expiry of the 90 day period, the confidentiality requirement will continue to apply throughout the term of this Agreement, but only in respect of the contents of Schedules J, K and L. 16. TAHERA and the KIA agree that upon achieving Agreement in Principle on this Agreement they will make a press release which may include a mutually agreed upon general summary of the provisions of this Agreement. Tahera Jericho Project IIBA 7

8 17. Notwithstanding the foregoing, each Party may disclose the terms of this Agreement including the contents of Schedule J, K and L as required by law in the course of legal proceedings or to its affiliate companies, bankers, and financial advisors, in response to the requirements of securities legislation or to others who have a legitimate need to know and, where possible, who also agree with the disclosing Party to maintain the confidentiality thereof. FURTHER ACTS 18. The Parties shall do all acts and execute and deliver all such documents and instruments as may from time to time be necessary or advisable in order to perform and carry out the purpose and intent of this Agreement. APPLICABLE LAWS 19. This Agreement is a legally binding contract shall be governed by and interpreted in accordance with the laws of Nunavut and the laws of Canada applicable therein. 20. The Parties acknowledge that they must comply with all laws in force in Canada and in Nunavut relating to the JERICHO Project. 21. Nothing herein obligates TAHERA to develop the JERICHO Project, to apply for governmental authorizations, to accept the terms and conditions on which governmental authorizations may be offered or to make a decision to proceed with the Construction and Operation of the JERICHO Project. NO AGENCY, PARTNERSHIP 22. Nothing herein shall be construed to create a relationship or agency, partnership, fiduciary or similar relationship. NOTICES 23. Any notices or communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be delivered to, or sent by prepaid courier or confirmed facsimile, addressed as follows: (a) in the case of a notice or communication to TAHERA: The President TAHERA Corporation 121 Richmond Street West, Suite 803, Toronto, Ontario, M5H 2K1 Tel: (416) Fax: (416) Tahera Jericho Project IIBA 8

9 (b) in the case of a notice or communication to the KIA: The President Kitikmeot Inuit Association P.O. Box 18 Cambridge Bay, Nunavut X0B 0C0 Tel: (867) Fax: (867) or to such other address as either Party may notify the other in accordance with this section, and if so delivered shall be deemed to have been given when delivered, or at the time of confirmation of electronic transmission if sent by facsimile if such day is a business day, otherwise the next business day following, and if mailed shall be deemed to have been given on the seventh business day after the date of mailing. ASSIGNMENT 24. TAHERA shall not assign this Agreement or any part of it, or be released from its obligations or covenants under this Agreement unless: a) the assignee is the purchaser or transferee of the JERICHO Project or of an interest in it; and b) it is determined by TAHERA that the assignee, at the time of the transaction, has the financial and such other capacity and qualifications as may be required to carry out the obligations under this agreement; and c) the assignee undertakes in writing to the KIA to assume all of TAHERA s obligations and liabilities under this Agreement; and d) KIA consents in writing to the assignment, such assignment not to be unreasonably withheld once the conditions in paragraphs (a) to (c) are satisfied. 25. Where the conditions in section 24 are met and an assignment takes place, TAHERA shall be released from those covenants and obligations under this Agreement that are assumed by the assignee. 26. The KIA shall not assign this Agreement or any part of it, or be released from its obligations or covenants, unless the assignment is to a successor organization that is a DIO for the Kitikmeot Region under the Nunavut Land Claims Agreement and TAHERA has given its prior consent, not to be unreasonably withheld. Tahera Jericho Project IIBA 9

10 27. No assignment pursuant to the terms of this Agreement shall act to terminate any obligation, or limit any outstanding commitment by either party under this Agreement except as provided in sections 24 to 26. AMENDMENT 28. This Agreement may be amended from time to time by consent of the Parties hereto by an instrument in writing. No term in this Agreement may be changed or waived except in writing. FORCE MAJEURE AND SUSPENSION OF OPERATIONS 29. If at any time during the term of this Agreement, the activities of either party pursuant to this Agreement are suspended curtailed or interfered with owing to an event of Force Majeure, the party whose activities are suspended, curtailed or interfered with shall not be liable to the other under this Agreement until the causes thereof have been removed, provided that: (a) the party seeking to invoke the benefit of this provision promptly notifies the other party in writing of the occurrence of the event of Force Majeure; and (b) the party affected shall take all reasonable precautions and adopts all reasonable measures to prevent, remove or limit the period of Force Majeure. 30. TAHERA may curtail, suspend or interrupt operations as it sees fit and during such period of curtailment, suspension or interruption TAHERA shall be relieved of its obligations hereunder to the extent reasonable in the circumstances, provided that TAHERA s obligations in Schedules J and K shall not be affected except as follows: if a payment under Schedule J or K falls due during a period in which the production of diamonds at the JERICHO Project has been completely suspended and the JERICHO Project is on a care and maintenance basis, the payment will be deferred until the production of diamonds recommences and all the deferred payments will then be treated as a debt due and owing. TERM AND RENEGOTIATION 31. This Agreement shall come into effect on the Effective Date, which is the date shown on page one (1) hereof. 32. This Agreement shall be for an initial term of ten (10) years and subject to section 33, shall be automatically renewed for successive terms of three years thereafter until termination. Tahera Jericho Project IIBA 10

11 33. Three (3) years after the Effective Date, the Parties shall in good faith consider whether the terms of this Agreement are appropriate in light of circumstances of the JERICHO Project at the time and, if either Party is of the view that such terms are not appropriate, the Parties will in good faith negotiate adjustments. Any adjustments will be included as amendments to this Agreement. If such negotiations have not been successfully concluded within six months, the KIA in consultation with TAHERA will appoint a mediator to assist in further discussions to resolve the dispute. The mediator will not have the authority to impose settlement on the Parties but will attempt to help the Parties reach a satisfactory resolution of their dispute. The mediator is authorized to conduct joint and separate meetings with the Parties and to make oral and written recommendations for settlement. Whenever necessary, the mediator may also obtain expert advice concerning technical aspects of the dispute, provided that the Parties agree and assume the expenses of obtaining such advice. Arrangements for obtaining such advice shall be made by the mediator or the Parties, as the mediator shall determine. 34. If TAHERA makes a decision to mine the kimberlite Resource associated with the proven reserves of the JERICHO Kimberlite or if TAHERA decides to mine other kimberlites, regardless of the timing of such a decision, TAHERA shall give notice to KIA within 30 days of such a decision being made and the Parties agree that they will review and if appropriate amend this Agreement. A first meeting to initiate such a review will be convened within 60 days of TAHERA giving notice as set out in section 23 of its desire to meet for this purpose. TERMINATION 35. This Agreement can be terminated upon mutual agreement of the Parties. It terminates upon the Closure of the JERICHO Project or in the circumstances described in section 29. DISPUTE RESOLUTION 36. In the event that a Dispute arises, the Parties will exercise all reasonable effort to resolve it amicably. 37. The Parties may resolve a Dispute by mutual agreement at any time, and all such agreements shall be recorded in writing and signed by authorized representatives of the Parties. 38. Where there is a Dispute that cannot be resolved amicably, either Party may give notice of the Dispute to the other and the matter may then be submitted to arbitration by either of the Parties. Tahera Jericho Project IIBA 11

12 39. The President of KIA and President of TAHERA or other designates shall have thirty (30) days from the date of receipt of the notice to resolve the Dispute and may jointly appoint a neutral party to assist them in resolving the Dispute or may refer the Dispute to arbitration. 40. Arbitration of the Dispute shall be conducted in accordance with the Arbitration Act (Nunavut) and the decision made pursuant to the process set out in that Act shall be binding. The arbitration shall be conducted by a committee of three, one appointed by TAHERA, one appointed by the KIA and the third selected by the appointees. The parties shall select appointees who have expertise with respect to the type of issue in dispute as well as expertise with respect to the conduct of arbitration and who are independent and impartial. 41. Each Party shall bear its own costs of the Dispute and one-half of the costs of the arbitration committee. 42. Any dispute that is not a Dispute may be determined by the courts. ENUREMENT 43. This Agreement and the promises and the obligations herein defined shall enure to the benefit of and be binding upon TAHERA, the KIA and their respective descendants, and their respective heirs, executors, administrators, successors and assigns. IN WITNESS WHEREOF the Parties have caused this Agreement to be executed in their respective names by their duly authorized representatives. TAHERA CORPORATION KITIKMEOT INUIT ASSOCIATION By: c/s By: By: President Tahera Jericho Project IIBA 12

13 TABLE OF CONTENTS SCHEDULE A: IMPLEMENTATION COMMITTEE SCHEDULE B: TAHERA KIA LIAISON SCHEDULE C: IIBA COORDINATOR SCHEDULE D: TRAINING AND EDUCATION OPPORTUNITIES SCHEDULE E: EMPLOYMENT OPPORTUNITIES SCHEDULE F: BUSINESS AND CONTRACTING OPPORTUNITIES SCHEDULE G: ACCESS TO FACILITIES AND ROADS SCHEDULE H: RESEARCH AND DEVELOPMENT SCHEDULE I: ABANDONMENT AND RECLAMATION SCHEDULE J: INUIT BENEFITS...Error! Bookmark not defined. SCHEDULE K: WATER COMPENSATION AGREEMENT... Error! Bookmark not defined. SCHEDULE L: PROVISION OF ROUGH DIAMONDS Error! Bookmark not defined. APPENDIX 1: JERICHO PROJECT DESCRIPTION APPENDIX 2: INUIT CONTENT FACTOR Tahera Jericho Project IIBA 13

14 SCHEDULE A: IMPLEMENTATION COMMITTEE INTENT 1. TAHERA and KIA recognize that good communication is essential to maintaining a spirit of cooperation in administration of this Agreement. The intent of this Schedule is to establish that mechanisms which will ensure the efficient and effective communication, implementation, administration and monitoring of this Agreement are established and maintained to the mutual benefit of TAHERA and the KIA. IMPLEMENTATION COMMITTEE 2. Within thirty (30) days of a Jericho Project Construction decision being made by TAHERA an Implementation Committee will be established. MEMBERSHIP OF THE COMMITTEE 3. The Implementation Committee shall comprise of four members. The KIA shall appoint two representatives one of whom may be its IIBA liaison officer, and TAHERA shall appoint two representatives. The Parties may appoint replacement members to the Committee from time to time. DUTIES OF THE COMMITTEE 4. The Implementation Committee shall: a) Prepare an annual budget for its operations subject to the approval of TAHERA; b) Generally oversee and manage the implementation of the Agreement; c) Provide an on-going forum for communication and the cooperative development of measures to improve Inuit participation levels in the JERICHO Project; d) Develop and help achieve targets for Inuit employment and business development related to the JERICHO Project, including the Labour Force Development Plan; e) Pursue avenues for increasing the Inuit business capacity; f) Recommend strategies and plans for the successful implementation of obligations made under this Agreement to the Parties; g) Monitor and evaluate on an annual basis the implementation of the obligations set out in the Agreement, including achievements in contracting Inuit businesses pursuant to Schedule F, Schedule J and Appendix 2; h) Assist in the resolution of Disputes pertaining to this Agreement if requested by the Parties; Tahera Jericho Project IIBA 14

15 i) Prepare an annual IIBA Evaluation Report on the Agreement for presentation to the KIA membership and TAHERA. The Annual Report shall contain information on: Employment activities; Economic benefits arising from Inuit participation at the JERICHO Project; Contracts awarded to Inuit businesses; Training programs in which the JERICHO Project participated; and Other matters pertaining to this Agreement as appropriate. j) Where this Agreement requires work to be carried out by a committee, the Implementation Committee, where it deems appropriate, may appoint a special committee to conduct the work; k) Provide direction for the publication of special newsletters as required, and; COMMITTEE DECISIONS 5. All decisions of the Implementation Committee shall be made by consensus of the members, failing which the Dispute Resolution mechanisms set out in this Agreement shall apply. MEETING OF THE COMMITTEE 6. There shall be an inaugural meeting of the Implementation Committee within two (2) months of the establishment of the Implementation Committee and thereafter at least two (2) in-person meetings and one teleconference meeting in each year after the inaugural meeting. The Committee may meet by teleconference more frequently as needed. For in-person meetings, advance notice of ninety (90) days is required. SPECIAL MEETINGS 7. A special meeting of the Committee may be called by one of the Parties upon thirty (30) days written notice to the other Party, which notice shall contain the reason for the special meeting. Tahera Jericho Project IIBA 15

16 LOCATION OF THE COMMITTEE MEETINGS 8. Without limiting the Implementation Committee, the location of the meetings will rotate between Toronto, the JERICHO Project site and the Kitikmeot communities of Cambridge Bay, Kugluktuk, Umingmaktok/Bathurst Inlet, or any other location as agreed to by the Implementation Committee. CHAIR OF THE COMMITTEE 9. The Implementation Committee shall annually appoint from among its members, Co-Chairs of the Committee, one from TAHERA and one from the KIA. The Co- Chairs will alternate chairing meetings of the Committee and shall be responsible for convening meetings of the Implementation Committee and for setting the agenda for the meetings. SPECIAL COMMITTEE REPORTS 10. Where a special committee has been appointed by the Implementation Committee to carry out work required under this Agreement, that special committee shall report to the Implementation Committee as required by the Implementation Committee. COSTS 11. TAHERA will pay all reasonable costs of all Implementation Committee meetings and preparation/production/distribution of annual reports. Reasonable costs shall be limited to out-of-pocket travel costs of each member to the location of the meeting from the community from which such member resides and provision of meeting space, production and distribution of meeting materials and other costs deemed appropriate by TAHERA. For greater certainty, the costs incurred by the KIA for participation of the IIBA Coordinator, referenced in Schedule C shall be paid by KIA. COMMUNICATION BETWEEN TAHERA AND THE KIA 12. Communication between TAHERA and the KIA will occur as necessary from time to time to ensure the smooth implementation of this Agreement, and in any event: a) TAHERA will ensure that the KIA is informed of any public meetings relevant to the JERICHO Project and this Agreement that are being planned to be held in Kitikmeot communities; Tahera Jericho Project IIBA 16

17 b) the KIA will inform TAHERA of any public meetings that are being planned to be held in Kitikmeot communities where the subject matter of the meeting may be relevant to TAHERA and this Agreement; c) each Party will inform the other of any public meetings pertaining to the JERICHO Project and where such meetings are taking place outside the Kitikmeot Region and where the other Party s interests under this Agreement may be affected; and d) where information provided to the KIA by TAHERA affects a Kitikmeot community, that community will be informed to the information in an appropriate manner by the KIA; but nothing in this section shall require TAHERA to inform the KIA where the meetings are with contractors, investment conferences, financial institutions or other business related meetings, or are internal TAHERA meetings pertaining to the JERICHO Project; and nothing in this section shall require the KIA to inform TAHERA of internal KIA meetings pertaining to the JERICHO Project. Tahera Jericho Project IIBA 17

18 SCHEDULE B: TAHERA KIA LIAISON INTENT 1. TAHERA will appoint a Liaison Officer ( Liaison ) to assist in the implementation of the provisions of this Agreement. ADMINISTRATION 2. TAHERA will notify the KIA of the Liaison s name and contact information within thirty (30) days of signing this Agreement. In the event a new Liaison is appointed, TAHERA will notify the KIA immediately. ROLES AND RESPONSIBILITIES 3. The Liaison may represent and act for TAHERA on the Implementation Committee and will be the point of contact at the working level between TAHERA and the KIA on the implementation of this Agreement. The Liaison will assist TAHERA in ensuring that the provisions of this Agreement are observed and assist in resolving any disputes that may arise in connection with this Agreement. 4. The Liaison s mandate will include: a) Assisting in identifying the Inuit persons and businesses interested in taking advantage of JERICHO Project-related employment and business opportunities during all phases of JERICHO Project; b) Acting as liaison with the Inuit employees of TAHERA; c) Providing on-going liaison with the KIA regarding strategies and methods to ensure all aspects of this Agreement are fulfilled; d) May act as one (1) of the TAHERA representatives on the Implementation Committee; e) Assisting in the provision of secretariat services to the Implementation Committee, including preparation and distribution of meeting minutes (if on the implementation committee); f) Assisting with the fulfillment of Training, Education and Employment obligations set out in this Agreement including identification and promotion of training and education opportunities for prospective Inuit employees; g) Assisting with the fulfillment of Business obligations set out in this Agreement; h) Consulting with TAHERA employee relations personnel and identifying employee counselling needs and assisting with accessing necessary treatment for employees; Tahera Jericho Project IIBA 18

19 i) Assisting with the development and implementation of work place training for Inuit employees; j) Assisting in the development of employment policies; k) Develop and or implement an existing program of consultation with Inuit employees of TAHERA to identify their needs, issues and concerns; l) Develop and or implement an existing program for family separation (while the employee is at work), money management, life skills, alcohol/drug and gambling education/awareness programs to prepare Inuit individuals and families for lifestyle changes associated with shift rotation work; m) Develop and or implement an existing program for counselling and support programs to promote individual and family well-being; and n) Developing ways and means to mitigate adverse socio economic impacts of the JERICHO Project. 5. In order to accomplish the above objectives the Liaison will meet, at least three times a year, with: i the KIA IIBA Coordinator; ii the Implementation Committee; iii Government of Nunavut personnel; and iv Federal government personnel Tahera Jericho Project IIBA 19

20 SCHEDULE C: IIBA COORDINATOR INTENT 1. In recognition of the mutually beneficial need to sustain a healthy and productive Inuit work force for the JERICHO Project and to provide support to the families of Inuit employed by TAHERA, the KIA agrees to hire and/or appoint an IIBA Coordinator ( Coordinator ) within thirty (30) days of a Jericho Project Construction decision being made by TAHERA. ROLES AND RESPONSIBILITIES 2. The Coordinator may represent and act for the KIA on the Implementation Committee and will work with TAHERA on the implementation of this Agreement. The Coordinator will assist the KIA to ensure that the provisions of this Agreement are observed and assist in resolving any disputes that may arise in connection with this Agreement. 3. The Coordinator shall undertake these roles and responsibilities by: a) Assisting the Liaison in provision of secretariat services to the Implementation Committee (if on the implementation committee); b) Assisting with the fulfillment of Training and Employment obligations set out in this Agreement including identification and promotion of training and education opportunities for prospective Inuit employees; c) Assisting with the fulfillment of Business obligations set out in this Agreement; d) Assisting the KIA with the delivery of programs relating to the Culture and Community Development fund, as described under Schedule J of this Agreement; e) Consulting with the Liaison and TAHERA employee relations personnel and identifying employee counselling needs and assisting with accessing necessary treatment for employees f) Assisting with the development and implementation of work place training for Inuit employees g) Assisting in the development of employment policies h) Developing an on-going program of consultation with Inuit employees of TAHERA and their families to identify their needs, issues and concerns; i) Developing family separation (while the employee is at work), money management, life skills, alcohol/drug and gambling education/awareness Tahera Jericho Project IIBA 20

21 programs to prepare Inuit individuals and families for lifestyle changes associated with shift rotation work; j) Developing counselling and support programs to promote individual and family well-being; k) Utilizing criteria and indicators for monitoring the social and economic impacts of the JERICHO Project, using the socioeconomic baseline data created by the KIA, and participation in their monitoring; and l) Developing ways and means to mitigate adverse socioeconomic impacts of the JERICHO Project. 4. In order to accomplish the above objectives the Coordinator will meet, at least three times a year, with: i the Liaison; ii the Implementation Committee; iii TAHERA personnel located on-site; iv Government of Nunavut personnel; and v Federal government personnel 5. The KIA may appoint the Coordinator as a member of the Implementation Committee, and the Coordinator will work closely with the Implementation Committee and the Liaison to design and develop programs to meet the needs and aspirations of the Inuit from the Kitikmeot Region. 6. TAHERA will, when feasible, facilitate meetings at the mine site between the Coordinator and Inuit employees of TAHERA and Contractors by making suitable facilities available. 7. Information in the possession of the Coordinator concerning the personal or family matters of TAHERA employees will kept confidential and not be disclosed to TAHERA unless the employees involved give their informed consent in writing. Tahera Jericho Project IIBA 21

22 SCHEDULE D: TRAINING AND EDUCATION OPPORTUNITIES INTENT 1. It is recognized that TAHERA and the KIA wish to provide opportunities for participation by Inuit in the development of the JERICHO Project, and that to do so training will be required to enable Inuit to take advantage of employment and business opportunities associated with the JERICHO Project. 2. TAHERA and the KIA recognize there will be a need to provide support and training for Inuit in the area of bid preparation and project management in order to facilitate participation in business activities. 3. TAHERA and the KIA recognize that the development, maintenance and retention of skilled and qualified workforce are essential for productive operation of the JERICHO Project. 4. TAHERA and the KIA recognize that training and education are the shared responsibility of TAHERA as employer, the KIA as facilitator of opportunities that benefit Inuit, the individual who desires to improve his skills, and of Governments at both the territorial and federal levels. LABOUR FORCE DEVELOPMENT PLAN 5. Within six (6) months of the Effective Date of this Agreement, TAHERA shall undertake an analysis of all jobs required for the development and operation of the JERICHO Project and provide a listing of the qualifications and skills required to perform the job responsibilities, and an indication of the performance indicators that are or will be used to measure job performance. 6. TAHERA will work closely with the appropriate government(s) and the KIA to identify the skills and qualifications available in the Kitikmeot Inuit labour force and the number of Inuit potentially available to fill the job positions identified in the job analysis described in section 5 above. 7. TAHERA, with the assistance and guidance of the Implementation Committee, will prepare and maintain a Labour Force Development Plan related to the requirements of the JERICHO Project. During the preparation of this Plan, TAHERA may, in its discretion, consult with Kitikmeot-based agencies and organizations that have direct responsibility for funding, certifying and monitoring industrial training and educational programming in the Kitikmeot Region. 8. The KIA will assist in the development of the Labour Force Development Plan through provision of pertinent Kitikmeot Inuit human resource data available from the Kitikmeot Inuit Labour Market Information System. Tahera Jericho Project IIBA 22

23 9. The Labour Force Development Plan will include: a) the job analysis as described in section 5 above; b) the analysis of available skills and qualifications presently held by Inuit, as provided by the KIA; c) the barriers that must be removed or minimized to increase the number of potential Kitikmeot Inuit employees at the JERICHO Project; d) a description of training program(s) developed by either Party; e) a description of apprenticeship programs proposed in this Agreement; f) a description of the management/supervisory trainee position proposed in this Agreement; g) other data pertinent to sound human resource planning; h) the costs of implementing the Labour Force Development Plan; and i) proposed funding and sources for the implementation of the Labour Force Development Plan. 10. The Labour Force Development Plan will be completed and submitted to the Implementation Committee within one (1) year of the Construction Decision Costs for development of the Labour Force Development Plan shall be borne by TAHERA. KITIKMEOT INUIT TRAINING OPPORTUNITIES 12. TAHERA, in concert with mandated public education and training institutions, will offer Inuit opportunities for training aimed at maximizing employment opportunities for Inuit. These programs shall be at the mine or elsewhere as appears appropriate. The KIA will cooperate with TAHERA and funding agencies to obtain available assistance for these training opportunities. TAHERA will ensure that all reasonable out-of-pocket expenses incurred by participants in these programs for books, accommodation and travel are paid. 13. In addition to the ongoing training program referred to in Section 12 above, TAHERA specifically commits to developing and providing the following opportunities to Inuit from the Kitikmeot Region upon commencement of Operations: a) Four (4) apprenticeship positions (that is, two per rotation); and b) One (1) management/supervisory trainee position (that is, for both rotations) 14. TAHERA will take all reasonable steps to ensure that Contractors implement appropriate training programs. This will include requirements for Contractors to state their commitment to Inuit training and outline their training programs in contract bids. 15. TAHERA will establish training programs for orientation, job safety, skills training leading to certification, career path planning, supervisory or management training and selected external training programs leading to skilled or supervisory positions. Tahera Jericho Project IIBA 23

24 16. TAHERA will provide the IIBA Coordinator with full information on all training available for employees in the JERICHO Project. 17. The KIA, in concert with mandated public education, training institutions and TAHERA, will sponsor pre-employment training opportunities aimed at increasing qualifications among Inuit from Kitikmeot communities to enable these persons access to positions and training programs offered by TAHERA. These pre-employment programs shall be offered in Cambridge Bay or Kugluktuk or elsewhere if necessary. The KIA will cooperate with funding agencies to obtain available assistance for these training opportunities. 18. Within two years of the end of the 10 year term of this Agreement, TAHERA commits to providing job placement counselling for Inuit employed at the JERICHO Project with over 2 years of service. These counselling initiatives will focus on identifying and securing current employment opportunities in the mining industry. KITIKMEOT INUIT EDUCATION OPPORTUNITIES 19. TAHERA will establish a scholarship program for Inuit students attending postsecondary programs in a field related to the mining industry beginning in the year that a Construction decision is made. The total value of the scholarships to be made available will be $10,000 per year, for the term of the Agreement. If TAHERA does not distribute the total annual scholarship allotment in any one year, the unused scholarship funding shall accrue and be added to the scholarship allotment for the following year. Scholarship applications shall be reviewed by the Implementation Committee, which will make decisions on which applicants to fund. TAHERA shall be acknowledged in a suitable fashion for all scholarship grants. 20. TAHERA will undertake community information programs once a year in the communities of Kugluktuk, Cambridge Bay, Gjoa Haven, Taloyoak and Kugaaruk to provide community members with information on: a) the labour needs of the JERICHO Project; b) the skills and qualifications required for employment at the JERICHO Project; c) the training opportunities available to prepare for mine employment, and d) educational support programs for development of qualifications in the mining industry. The first information program will take place within one year of the Construction Decision. TAHERA will be responsible for costs and may choose to provide these programs in conjunction with other regional initiatives coordinated by education and employment agencies or the KIA. 21. TAHERA and the KIA agree to work with appropriate government institutions and Inuit organizations in the development and implementation of off-site educational programming related to the mining sector for delivery to Kitikmeot High Schools. Tahera Jericho Project IIBA 24

25 22. TAHERA will provide, in concert with mandated government departments, agencies and educational institutions, educational upgrading programs and opportunities for Inuit wishing to upgrade their basic educational levels. Tahera Jericho Project IIBA 25

26 SCHEDULE E: EMPLOYMENT OPPORTUNITIES INTENT 1. TAHERA and the KIA recognize the Inuit labour supply as a valuable resource in meeting the labour demands of the JERICHO Project. APPLICATION 2. The provisions of this Schedule shall apply to the employment practices of TAHERA, regarding the recruitment and employment of Inuit for the JERICHO Project. CONSULTATION 3. TAHERA agrees to consult with the KIA in developing recruitment and hiring policies and procedures that will maximize Inuit employment in the JERICHO Project. POSITIONS AT THE JERICHO PROJECT 4. All positions at the JERICHO Project shall be open to Inuit with the ability, work skills, experience, necessary qualifications and any combination of factors required by the positions. Where appropriate, TAHERA will consider ability, skills and experience as an equivalent to formal qualifications as identified in job descriptions. EMPLOYMENT TARGET 5. Pursuant to Section 4 above, and for greater certainty, TAHERA will use its best effort to achieve an Inuit employment goal of 60% by Year 5 of the JERICHO Project, and meeting those employment targets cited in the January 2003 TAHERA Environmental Assessment (Socio-Economic Impact Assessment). POSTING SYSTEM 6. TAHERA will ensure that its internal posting system for hiring personnel for the JERICHO Project will include posting at the JERICHO Project and in Kitikmeot communities. If no qualified candidates are identified within 10 days through the internal posting system, then TAHERA may recruit from outside the region. Tahera Jericho Project IIBA 26

27 EMPLOYMENT MEASUREMENT PERIODS 7. The level of Inuit employment will be measured at least once every calendar year. The first measurement period shall cover the period from the Construction Decision until the December following the construction decision. Thereafter, a measurement will be completed for each calendar year. The results shall be made available to KIA within sixty (60) days after the close of the measurement period and will be included in the Annual Report. CALCULATION OF LEVEL 8. The level of Inuit employment will be calculated as the total Inuit man-hours divided by the total JERICHO Project man-hours worked in any calendar year expressed as a percentage. For the purposes of making this calculation, JERICHO Project man-hours and Inuit man-hours shall have the following meanings: JERICHO Project man-hours means: all-man hours worked by all persons at the JERICHO Project; and all man-hours worked by all persons for contractors and subcontractors of TAHERA at the JERICHO Project, and all hours worked by all persons in training programs Inuit man-hours means: all man-hours worked by Inuit at the JERICHO Project; and all man-hours worked by Inuit for contractors and sub-contractors of TAHERA at the JERICHO Project; and all hours worked by Inuit in training programs WORK ROTATION 9. Work schedules and rotations for the JERICHO Project will be established by TAHERA. Special priority will be given to vacation requests made by Inuit employees who intend to undertake traditional pursuits during their leave period, provided that all critical operational skills are covered at the JERICHO Project. It is recognized that a two week in two week out rotation at the JERICHO Project during production and a four week in, two week out rotation during exploration, construction and development will generally afford sufficient time away from the work site for Inuit employees to pursue traditional lifestyles. KIA agrees, however, that TAHERA must have the ability to adjust work schedules in order to improve the efficiency of travel to and from Points of Hire. Tahera Jericho Project IIBA 27