SHARE PURCHASE AGREEMENT BHP BILLITON CANADA INC. - and - BHP CANADIAN DIAMONDS COMPANY - and - HARRY WINSTON DIAMOND MINES LTD. - and - HARRY WINSTON DIAMOND CORPORATION November 13, 2012 __________________________Zone Purchase Agreement • November 23rd, 2012 • Harry Winston Diamond Corp • Metal mining • Ontario
WHEREAS BHP Billiton Canada and BCDC intend to complete an internal reorganization pursuant to which (i) BHP Billiton Canada will transfer all of its interests in the Buffer Zone Joint Venture (defined below) and rights as operator of the Buffer Zone Joint Venture to Newco (defined below), (ii) BCDC will transfer all of its interests in the Buffer Zone Joint Venture to Newco, and (iii) Newco will assume certain of BHP Billiton Canada's and BCDC's liabilities and obligations in connection with the Buffer Zone Joint Venture together with certain of BHP Billiton Canada's liabilities and obligations as operator of the Buffer Zone Joint Venture;
SHARE PURCHASE AGREEMENT BHP BILLITON CANADA INC. - and - BHP PERU HOLDINGS INC. - and - HARRY WINSTON DIAMOND MINES LTD. - and - HARRY WINSTON DIAMOND CORPORATION November 13, 2012 __________________________Escrow Agreement • November 23rd, 2012 • Harry Winston Diamond Corp • Metal mining • Ontario
WHEREAS BHP Billiton Canada and BCDC (as defined below) intend to complete an internal reorganization pursuant to which BHP Billiton Canada will transfer all of its interests in the Core Zone Joint Venture (defined below) and rights as operator of the Core Zone Joint Venture to BCDC and BCDC will assume certain of BHP Billiton Canada's liabilities and obligations in connection with the Core Zone Joint Venture together with certain of BHP Billiton Canada's liabilities and obligations as operator of the Core Zone Joint Venture;
