EXHIBIT 3
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FRANCO-NEVADA MINING CORPORATION LIMITED
SUITE 1900, BOX 2005
00 XXXXXXXX XXXXXX XXXX
XXXXXXX, XXXXXXX
X0X 0X0
October 15, 1998
The Xxxxxxxxx Xxxxxxxx Orphan Fund
California Limited Partnership
c/x Xxxxxxxxx Xxxxxxxx & Company
000 Xxxxxxxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
U.S.A.
Dear Sirs:
RE: PURCHASE AND SALE OF CLASS VBN SHARES OF INCO LIMITED
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We are writing to confirm the agreement that we have concluded with
you. All dollar amounts in this letter are references to Canadian dollars. To
confirm, the particulars of the agreement are as follows:
Shares to be Purchased: 734,600 Class VBN Shares (the "Shares") of Inco
Limited ("Inco") from The Xxxxxxxxx Xxxxxxxx
Orphan Fund California Limited Partnership (the
"Seller").
Purchaser: Franco-Nevada Mining Corporation Limited
("Franco-Nevada").
Purchase Price: $7.61 per Share (the "Purchase Price"). The
Purchase Price shall be paid on Closing.
Closing: The transaction shall be completed as soon as
practicable and, in any event, prior to 5 p.m.
(Toronto time) on October 20, 1998 (the "Closing
Date") at which time Franco-Nevada shall pay the
Purchase Price due to the Seller by certified
cheque or bank draft against delivery of share
certificates representing the Purchased Shares
duly endorsed for transfer with signatures
medallion guaranteed by a Canadian chartered bank
or trust company or a member firm of The Toronto
Stock Exchange together with all other documents
required in order for the Purchased
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Shares to be registered in the name of Franco-
Nevada.
The closing shall occur at the offices of Xxxxxx
Xxxxxxxxxx at First Marathon Securities Limited
in Toronto on the Closing Date.
Representations and The Seller hereby represents and warrants to
Warranties: Franco-Nevada that:
(a) it owns, and on the Closing Date will own,
the Purchased Shares free and clear of all
encumbrances and there are, and on the
Closing Date will be, no rights of any third
parties, contingent or otherwise to acquire
any of the Purchased Shares;
(b) it has capacity and authority to enter into
this agreement and to complete the sale of
the Shares;
(c) it is not aware of any "material fact" or
"material change" (as defined under the
Securities Act (Ontario)) in relation to
Inco which has not been generally disclosed
to the public; and
(d) it is now, and on the Closing Date will be,
the legal and beneficial owner of the
Purchased Shares, it has not taken and will
not take any steps to acquire any of such
Purchased Shares in any manner such as to
contravene, or which would cause Franco-
Nevada to be required to include any person
or company other than the Seller as vendor
of any of the Purchased Shares for the
purposes of, subsection 93(2) of the
Securities Act (Ontario) and/or equivalent
provisions under applicable securities
legislation and the Purchased Shares are
registered on the books of Inco at the
following address:
Xxxxxx Xxxxxxx & Co., Incorporated
One Xxxxxxxx Plaza, 10th Floor
Brooklyn, New York 00000
X.X.X.
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The Seller acknowledges that these
representations and warranties are being
relied upon by Franco-Nevada in its purchase
of the Purchased Shares for the purposes of,
among other matters, ensuring its compliance
with applicable securities laws and that
such representations and warranties will
survive the closing of this transaction of
purchase and sale.
In order to confirm your agreement with the contents of this letter,
please sign and return the enclosed duplicate copy of this letter to me on or
before 5 p.m. (Toronto time) on October 15, 1998, whereupon this shall
constitute a binding agreement among us.
FRANCO-NEVADA MINING CORPORATION LIMITED
Per: /s/ Xxxxxxx Xxxxxxxx
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Per: /s/ Xxxxxx Xxxxxxxx
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The Seller hereby agrees to the terms of this letter agreement dated October 15,
1998.
THE XXXXXXXXX XXXXXXXX ORPHAN FUND
CALIFORNIA LIMITED PARTNERSHIP
Per: /s/ Xxxxx Xxxxx
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