Our First Nations legal partner was instrumental in this deal.

Monty Bannerman
ArcStar Energy
+1 646.402.5076
www.arcstarenergy.com

---------- Forwarded message ----------
From: Ontario News <newsroom@ontario.ca>
Date: Tue, Jul 12, 2016 at 9:11 AM
Subject: Ontario and First Nations Announce Agreement-in-Principle for Sale of Hydro One Shares
To: mbannerman@arcstarenergy.com

News Release

Ontario and First Nations Announce Agreement-in-Principle for Sale of Hydro One Shares

July 12, 2016

Agreement Strengthens Relationship Between First Nations in Ontario and the Province

Today the Province and First Nations in Ontario, as represented by the Chiefs-in-Assembly, announced an agreement-in-principle for the Province to sell to First Nations for their collective benefit, up to approximately 15 million shares of Hydro One Limited (2.5 per cent of the total current outstanding common shares), depending on the level of First Nation participation.

This agreement-in-principle demonstrates the goodwill envisioned by the Political Accord to promote stronger economic relations and is one of many steps on Ontario's journey of healing and reconciliation with Indigenous peoples. If ratified, this new arrangement will provide meaningful opportunities to First Nations for collective wealth creation and to advance economic development initiatives. Each First Nation will have up to two years from signing of binding agreements to decide whether to participate in this arrangement. All First Nations in Ontario are invited to participate. A minimum threshold of 80 per cent First Nation participation by the end of 2017 is required for this transaction to close.

If the agreement is ratified, Ontario would sell the shares to a new investment vehicle owned collectively by First Nations. This purchase would be financed with a 25-year loan from the Province of up to approximately $268 million, depending on the level of First Nation participation. The interest rate for the loan would be at the Province's relevant borrowing rate, plus 15 basis points. The shares would be sold at $18 per share, which is above the Province's book value for the shares. Ontario would also provide seed capital to a new First Nation investment fund of up to $45 million in cash, depending on the level of First Nation participation, over the initial three years.

Ontario and the Chiefs Committee on Energy, on behalf of First Nations, began engaging in discussions regarding potential equity ownership as part of the initial stages of the Initial Public Offering (IPO), as described in the October 2015 Hydro One Limited Supplemented PREP Prospectus.

QUICK FACTS

The Chiefs-in-Assembly established a Chiefs Committee on Energy to undertake this initiative on behalf of the 133 First Nation communities in Ontario.
As the Province and the Chiefs Committee on Energy work towards definitive agreements and to respect the ongoing First Nation discussions, the Government of Ontario does not intend to comment further pending outcomes of that process.
The Ontario government will remain the largest shareholder of Hydro One Limited, and by law no other shareholder or group of shareholders is permitted to own more than 10 per cent.
Hydro One rates will continue to be set by the independent regulator, the Ontario Energy Board.
Net revenue gains from the Province's public sales of Hydro One Limited common shares will be dedicated to the Trillium Trust to help fund infrastructure projects that will create jobs and strengthen the economy.
Ontario is making the largest investment in public infrastructure in the province's history -- about $160 billion over 12 years for projects such as roads, bridges, transit systems, schools and hospitals. This investment is supporting 110,000 jobs every year across the province. In 2015, the government announced support for more than 325 projects that will keep people and goods moving, connect communities and improve quality of life.

ADDITIONAL RESOURCES

Political Accord Between First Nations and the Government of Ontario
The Initial Public Offering of Hydro One common shares closed on November 5, 2015
The Trillium Trust and Moving Ontario Forward

QUOTES

"Meaningful First Nations' participation in the energy sector is a priority for the Province and enables economic development opportunities with First Nation communities across Ontario. This new agreement-in-principle is transformational and unprecedented, and reflects the spirit of the Political Accord in strengthening Ontario's relationship with First Nations."
— Glenn Thibeault, Minister of Energy

"Today, through our modern Political Accord, we can realize an economic opportunity stemming from a better approach and renewed commitment to working together. This is an example of reconciling our interests. Having meaningful equity participation in Hydro One is a unique long-term wealth creation opportunity for our collective First Nations. More significantly, we now have the opportunity to secure our rightful place not only in the energy sector but in the economy as a whole."
— Isadore Day, Ontario Regional Chief

"By facilitating an opportunity for First Nations to participate in the broadening of ownership of Hydro One, this agreement-in-principle reflects Ontario's strong commitment in supporting Indigenous communities to shape their own economic future."
— David Zimmer, Minister of Indigenous Relations and Reconciliation