HomeMy Public PortalAbout2018.11.19 Community Agreement Effective November 30 - FINAL for SIGNATURE (002)
1 | Community Agreement - November 30, 2018
COMMUNITY AGREEMENT
EFFECTIVE THIS 30TH DAY OF NOVEMBER, 2018
AMONG
THE CITIES OF
CASCADE, COUNCIL, DONNELLY, MCCALL, NEW MEADOWS, AND RIGGINS
AND
THE VILLAGE OF YELLOW PINE
AND
ADAMS, IDAHO AND VALLEY COUNTIES
Being, collectively, the “Communities”
AND
MIDAS GOLD
Being, collectively, Midas Gold Idaho, Inc. the operating entity for
the Stibnite Gold Project, and its parent company, Midas Gold Corp.
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TABLE OF CONTENTS
PREAMBLE ....................................................................................................................................... 3
CHAPTER 1: COMMITMENTS ............................................................................................................. 4
CHAPTER 2: COMMUNICATION AND STIBNITE ADVISORY COUNCIL................................................. 5
CHAPTER 3: PARTICIPATION IN THE NEPA COMMENT PERIOD ........................................................ 7
CHAPTER 4: THE STIBNITE FOUNDATION ......................................................................................... 8
CHAPTER 5: GENERAL MATTERS ................................................................................................... 11
CHAPTER 6: SIGNATORIES .............................................................................................................. 14
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PREAMBLE
WHEREAS the signatories to this Agreement (each a “Party” and collectively the “Parties”) may
be affected by the Stibnite Gold Project.
WHEREAS the Parties want to create a long-term working relationship based on mutual trust,
respect, transparency and accountability, and that also provides for firm commitments to care for
people and the environment while supporting economic opportunity for the region.
WHEREAS this Community Agreement is not an endorsement of the Stibnite Gold Project and
does not contain any obligation to endorse the Stibnite Gold Project.
WHEREAS this Community Agreement is designed to create a framework for ongoing
communication, information exchange, and sharing of benefits.
WHEREAS Midas Gold is committed to socially and environmentally responsible activities now,
and throughout the life of the Stibnite Gold Project, and wishes to formalize this commitment for
the long term.
NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS:
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CHAPTER 1: COMMITMENTS
1) The Parties want to support each other in achieving a positive and values-based vision for the
future of the region, particularly as it pertains to the Stibnite Gold Project’s impact on
Communities.
2) This Community Agreement is not an endorsement of the Stibnite Gold Project and does not
contain any obligation to endorse the Stibnite Gold Project.
3) The purpose of this Community Agreement is:
a) to create a mechanism and opportunity for the Communities in Idaho’s West Central
Mountains area and Midas Gold to discuss, in good faith, the potential and actual impacts
of the Stibnite Gold Project on the Communities; and
b) to create resources and a framework for ongoing communication, information exchange,
and sharing of benefits in order to work collectively to enhance the sustainability of the
Communities.
4) Accordingly, each Party agrees to:
a) Participate in the Stibnite Advisory Council;
b) Participate in the NEPA comment period for the Stibnite Gold Project; and
c) Participate in the Stibnite Foundation.
5) For greater clarity:
a) Stibnite Advisory Council – To participate in the Stibnite Advisory Council means that the
Parties will collectively establish an advisory council comprised of designees of the Parties.
The Council will serve as the principal forum for communication among the Parties
regarding the Stibnite Gold Project now and throughout the life of the Project, and it will
also provide oversight for the implementation of this Community Agreement in an
efficient, solution-oriented, timely and cooperative manner. See Chapter 2 of this
Community Agreement for further details.
b) NEPA comment period – To participate in the National Environmental Policy Act
(“NEPA”) comment period means taking reasonable steps to understand the Stibnite Gold
Project and subsequently providing an informed comment letter to the U.S. Forest Service.
“Reasonable steps” may include information sharing, discussion, and potential resolution
of matters related to the Project by participating in the meetings of the Stibnite Advisory
Council. See Chapter 3 of this Community Agreement for further details.
c) Stibnite Foundation – To participate in the Stibnite Foundation means an individual will
be designated by each Party to serve on the board of a charitable foundation that will
support the objectives of the region’s residents. Funding will be provided to the Stibnite
Foundation by Midas Gold. See Chapter 4 of this Community Agreement for further
details.
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CHAPTER 2: COMMUNICATION AND STIBNITE ADVISORY COUNCIL
1) The Parties value open, transparent communication and desire to implement this Community
Agreement effectively and cooperatively in accordance with its terms. Accordingly, they have
agreed to collectively establish an advisory council (the “Stibnite Advisory Council”).
2) As soon as practicable, and thereafter on an annual basis, each Party shall, in accordance with
its own rules, designate an individual (“Representative”) to serve a one-year term as a member
of the Stibnite Advisory Council.
3) Midas Gold’s Representative shall serve as Chair of the Stibnite Advisory Council until a Chair
is elected in accordance with rules established by the Council.
4) At any time, and at its sole discretion, a Party may remove its Representative from the Stibnite
Advisory Council. The Party shall take reasonable steps to designate a replacement.
5) The Parties intend that, as soon as practicable and, in any event not later than March 31, 2019,
the Stibnite Advisory Council will establish itself as a formal organization, develop rules
governing its operation including, but not limited to, matters such as meeting schedule, voting,
election of a Chair, staggering of terms to provide continuity to the Council, replacement of
Representatives, appointment of alternates and/or successors, goals and objectives, proactive
solutions, coordination of the Council with the Stibnite Foundation and other local
organizations that may have an interest in the subject matter under consideration of the
Council.
6) The Parties intend that the Stibnite Advisory Council will, on an ongoing basis, provide regular
updates to the Parties regarding the Council meetings and the implementation of this
Agreement. Such updates may take the form of a letter, newsletter, presentation, public
meeting, blog, video or other method deemed suitable by the Council.
7) Midas Gold shall provide reasonable administrative support and resources to the Council.
8) The Parties intend that the Stibnite Advisory Council discuss topics of interest to the Parties at
the relevant time, which may include, but are not limited to:
a) Project status;
b) Safety & Environment;
c) Employment and Workforce Training;
d) Business Opportunities:
i) Contracting;
ii) Supply of consumables;
iii) Services.
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e) Housing & Infrastructure:
i) Transportation and access;
ii) Power and communication infrastructure upgrades;
iii) Road maintenance;
iv) Traffic; and
v) Recreational access and use.
f) Community and Family Support & Sustainability:
i) Stibnite Foundation;
ii) Education;
iii) Health and Fitness;
iv) Humanities, Arts, and Culture;
v) Police and Fire;
vi) Recycling; and
vii) Local food economy.
9) The Parties intend that the Council may, on an as-needed basis, establish working groups,
and/or collaborate with existing working groups or organizations, to discuss matters of greater
interest to some of the Parties.
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CHAPTER 3: PARTICIPATION IN THE NEPA COMMENT PERIOD
1) Site restoration and re-development of mineral resources at Stibnite, generally known as the
Stibnite Gold Project or Project, has been proposed in the Plan of Restoration and Operations
(“PRO”) that Midas Gold filed with the United States Forest Service (“Forest Service”) and
other regulatory authorities in September 2016 and is currently under a public and regulatory
review process, in accordance with the National Environmental Policy Act (“NEPA”).
2) Parties have agreed to take reasonable steps to be informed about the Stibnite Gold Project
with the purpose that being informed improves open communication and resolutions.
Participation in the Stibnite Advisory Council, as noted above, is intended to help fulfill this
obligation of the Parties.
3) Each Party shall provide one or more documents (each a “Comment Letter”) to the Forest
Service during one or more of the public comment periods of the NEPA process related to the
Stibnite Gold Project.
4) Each Party, at its sole discretion, shall determine the content of its Comment Letter(s).
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CHAPTER 4: THE STIBNITE FOUNDATION
1) Within 90 days of the Effective Date of this Community Agreement, Midas Gold shall establish
the Stibnite Foundation, and subsequently shall apply for status of the Stibnite Foundation as
a non-profit organization, in order to provide a long-term and sustainable mechanism to fund
projects that are of benefit to the Communities.
2) Midas Gold shall provide funding to the Stibnite Foundation as noted below in this Community
Agreement.
3) The Parties do not intend that the Stibnite Foundation funding be used to address direct impacts
of the Stibnite Gold Project as the Parties anticipate such matters will be addressed by the
NEPA process and/or in permits that may be granted by regulatory agencies.
4) The Parties intend that the Stibnite Foundation Board coordinate with the Stibnite Advisory
Council in resolving matters that are important to the Communities and that may be indirectly
associated with the impact of the Project, or matters that are not addressed by formal regulatory
processes. All eligible entities, including any entity that is a signatory to this Agreement and
any entity that is not a signatory to this Agreement, may apply to the Stibnite Foundation for
funding.
5) The Parties intend for the Stibnite Foundation to award funding for projects that are, among
other things, likely to provide benefits to the Communities of the region. Depending on the
project, the Stibnite Foundation may provide matching funds to complete requirements for an
award of a larger grant or it may fund smaller projects in their entirety.
6) As soon as practicable, and thereafter on an annual basis, each Party shall, in accordance with
its own rules, designate an individual (“Board Member”) to serve a one-year term on the Board
of the Stibnite Foundation and help determine the distribution of funds in accordance with the
Bylaws of the Stibnite Foundation.
7) The Parties intend that the Stibnite Foundation create an endowment that will continue beyond
the conclusion of the Stibnite Gold Project, and therefore the obligation of each Party to
designate a Board Member on an annual basis shall survive the termination of this Community
Agreement.
8) Midas Gold’s designee shall serve as the initial Chair of the Stibnite Foundation.
9) The Parties intend that individuals appointed as Board Members provide guidance regarding
the rules governing the Stibnite Foundation.
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10) At any time, and at its sole discretion, a Party may remove its designee from the Stibnite
Foundation Board. The Party shall take reasonable steps to designate a replacement.
11) As the Stibnite Gold Project progresses, Midas Gold will share the results of its growth with
the Stibnite Foundation and, by extension, with the Communities. Accordingly, Midas Gold
will provide the following to the Stibnite Foundation:
a) Within 60 days of the formation of the Stibnite Foundation in accordance with this
Community Agreement, Midas Gold will make an initial grant to the Stibnite Foundation
of $100,000 and, subject to regulatory approval, 1.5 million shares of Midas Gold Corp.,
or the equivalent value if such shares are not available.
b) In the first quarter of 2019 and in the first quarter of 2020, Midas Gold shall make
additional grants of $100,000 to the Stibnite Foundation.
c) Within 15 days of receipt of a positive Record of Decision for the Stibnite Gold Project,
Midas Gold shall make a further grant of $100,000 to the Stibnite Foundation.
d) Within 15 days of receipt of all permits and approvals necessary for the commencement of
construction of the Stibnite Gold Project, Midas Gold shall make a grant of $100,000 and,
subject to regulatory approval, a further 1.5 million shares of Midas Gold Corp., or the
equivalent value if such shares are not available, to the Stibnite Foundation.
e) Within 15 days of commencement of construction, as publicly declared by Midas Gold
Corp., and not later than January 15 of every subsequent full year of construction until the
commencement of commercial production, as publicly declared by Midas Gold, Midas
Gold shall make a grant of $250,000 per year to the Stibnite Foundation. For the year of
transition from construction to commercial production, this grant shall be prorated, in
arrears, for the number of days of construction, and any overpayment will be considered as
an advance on future payments.
f) Within 15 days of commencement of commercial production, as publicly declared by
Midas Gold Corp., Midas Gold shall make a grant of $500,000 to the Stibnite Foundation.
g) For the first full year of commercial production, as publicly declared by Midas Gold, Midas
Gold shall make a grant of a Minimum Payment (as defined below, being $500,000) to the
Stibnite Foundation, payable in quarterly installments.
h) Within 15 days of the filing of the annual financial statements of Midas Gold Corp., for the
full first year after commencement of commercial production, as publicly declared by
Midas Gold Corp., and in every subsequent full year of commercial production, Midas
Gold shall make a grant of the greater of (i) 1% of publicly reported Total Comprehensive
Income, after deducting Debt Repayments (including principal and interest) (the
“Calculated Payment”), or (ii) $500,000 (the “Minimum Payment”) to the Stibnite
Foundation, payable in quarterly installments.
i) Any amount in excess of the Calculated Payment needed to achieve the Minimum
Payment in any given year of commercial production will be considered as an advance
on future payments and the overpayment amount(s) will be carried forward to offset
the payment(s) in the subsequent year(s) of commercial production that exceed the
Minimum Payment.
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ii) Total Comprehensive Income is defined as included in the Consolidated Statement of
Comprehensive Income of the Audited Consolidated Financial Statements of Midas
Gold Corp. that have been prepared in accordance with International Financial
Reporting Standards as issued by the International Accounting Standards Board, or if
unavailable, similar internally prepared financial statements.
iii) Debt Repayments are those included in the Consolidated Statements of Cash Flow of
the Audited Consolidated Financial Statements of Midas Gold Corp. that have been
prepared in accordance with International Financial Reporting Standards as issued by
the International Accounting Standards Board or, if unavailable, similar internally
prepared financial statements.
i) Upon commencement of the final reclamation phase of the Stibnite Gold Project, as
publicly declared by Midas Gold Corp., Midas Gold shall make a final, one-time grant of
$1 million to the Stibnite Foundation.
j) In the event that the Stibnite Gold Project ceases operation, either temporarily or
permanently, before the end of the designated mine life, as publicly announced by Midas
Gold Corp., the payments will be prorated for the time in operation.
12) The Parties intend that the shares of Midas Gold Corp. donated to the Stibnite Foundation be
retained longer-term in order to provide the basis for a lasting endowment and that, in addition,
a certain percentage of the cash component should be retained as part of the long-term
endowment, with the substantial majority of the cash component being distributed each year.
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CHAPTER 5: GENERAL MATTERS
1) Interpretation
a) The Preamble is an integral part of this Community Agreement.
b) Any informational topics that may be attached to this Community Agreement are provided
solely as background information and are not part of this Community Agreement.
c) Headings, including the table of contents, are included for convenience only, and do not
affect the construction or interpretation of any provision in this Community Agreement.
d) All capitalized terms have the meanings ascribed to them in this Community Agreement.
e) In this Community Agreement, a year is a calendar year and a day is a calendar day.
2) Effective Date and Term of Agreement
a) The Effective Date of this Community Agreement is the date first written above.
b) This Community Agreement shall terminate automatically on the date that is one year
following the completion of the final Reclamation phase of the Stibnite Gold Project as
publicly announced by Midas Gold Corp. (the “Termination Date”).
c) Notwithstanding the termination clause above, the obligation of each Party to annually
designate a Stibnite Foundation Board Member shall survive the termination of this
Community Agreement and shall continue for such period of time as the Stibnite
Foundation exists, unless such Party opts out of this Community Agreement in accordance
with the provisions below.
3) Opt-Out
a) Any Party, except for Midas Gold, may opt out of this Community Agreement and have
no further obligation under this Agreement, by providing written notice to each other Party.
b) Midas Gold, and any successors or assigns of Midas Gold, may not opt out of this
Community Agreement and shall be bound by the intent of, and its obligations under, this
Community Agreement until the Termination Date.
4) Amendments
a) This Agreement may be amended only by agreement of a super-majority of at least two-
thirds of the Parties. Amendments may include the addition of one or more entities that
may, in future, want to participate in this Community Agreement. Notwithstanding this
amendment clause, the payment obligations in this Community Agreement may not be
amended without the prior written consent of Midas Gold.
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5) Responsibilities of the Parties
a) Each Party acknowledges the value of openness and transparency and acknowledges its
own responsibility for following applicable laws, rules and regulations.
b) The Parties understand that any Party that has, or is in a position to have, regulatory
jurisdiction over Midas Gold, shall recuse itself, and its designated representatives(s), from
participating in or voting on any matter regarding Midas Gold that is under consideration
by the Stibnite Advisory Council or the Stibnite Foundation and that is subject to that
regulatory jurisdiction.
6) Entire Agreement
a) This Community Agreement is the entire agreement among the Parties.
7) Notices to Parties
a) To be effective, a Notice must be in writing, signed by the initiating Party, and delivered
to the receiving Party at its usual office address.
8) News Releases and Public Announcements
a) Parties will take reasonable steps to coordinate with each other regarding any news release
and/or public announcement regarding this Community Agreement or the collective
actions contemplated herein.
9) Default or Breach of Agreement and Available Remedies
a) A Party will be in default or in breach of this Agreement only if such Party receives Notice
of an alleged default or breach and does not cure within 30 days of such Notice.
b) A Party shall not use a breach or default by any one Party as grounds for the revocation of
this Community Agreement, in whole or in part.
c) Furthermore, nothing in this Community Agreement shall be construed as relieving Midas
Gold from its obligation to fund the Stibnite Foundation in accordance with this
Community Agreement.
d) The remedy available to be used against an uncured breaching/defaulting Party, other than
Midas Gold, is limited to the loss of such Party’s right to designate a Representative on the
Stibnite Advisory Council and/or the right to designate a Board Member on the Stibnite
Foundation.
10) Governing Law
a) This Community Agreement shall be governed by the laws of the State of Idaho.
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11) Dispute Resolution
a) In the event of a dispute among the Parties with respect to this Community Agreement, the
Party raising the dispute (the “Initiating Party”) may give Notice in writing to the other
Party (the “Receiving Party”), with a copy of such Notice to each other Party, providing
particulars of the matter and the remedy sought.
b) Within 10 days after the date of the Notice, the Initiating Party and Receiving Party shall
meet and shall use best efforts to resolve the matter in good faith.
c) If there is no mutually acceptable resolution of the matter within 30 days of the Notice, the
Initiating Party may, and provided the Initiating Party has the agreement in writing of a
majority of the other Parties, take the matter to mediation under applicable laws.
d) If there is no resolution, acceptable to a majority of the Parties, of the matter within 30 days
of the commencement of the mediation, the Parties may take the matter to arbitration under
applicable laws by a suitably qualified arbitrator, who shall be a person mutually agreeable
to the Parties; provided that, if the Parties are unable to agree on an arbitrator within 15
days of a Party providing a Notice to proceed to arbitration, the Chair of the Stibnite
Advisory Council shall choose the arbitrator within a further 30 days.
e) If the Parties choose to bring a matter to arbitration, then the decision of the arbitrator shall
be binding on the Parties and no further action may be taken by the Parties.
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CHAPTER 6: SIGNATORIES
IN WITNESS THEREOF, the Parties hereto have executed, in the spirit of cooperation, this
Community Agreement effective on the date first written above.
City of Cascade
City of Council
City of Donnelly
City of McCall
City of New Meadows
City of Riggins
Village of Yellow Pine
Adams County
Idaho County
Valley County
Midas Gold Idaho, Inc.
Midas Gold Corp.