Westshore Terminals Investment : Material Change Report

	Form 51-102F3
	Material Change Report
Item 1	Name and Address of Company
	Westshore Terminals Investment Corporation
	1800 - 1067 West Cordova Street
	Vancouver, BC V6C 1C7
Item 2	Date of Material Change
	August 17, 2021
Item 3	News Release
	A news release dated August 17, 2021 was disseminated through CNW Group and
	filed with the applicable securities regulatory authorities.
Item 4	Summary of Material Change
	Westshore Terminals Investment Corporation (the "Corporation") announced
	that its wholly-owned subsidiary Westshore Terminals Limited Partnership
	("Westshore") has executed an agreement (the "Agreement") with BHP Canada
	Inc., a subsidiary of BHP Group ("BHP"), to provide port services to BHP's
	Jansen potash mine in Saskatchewan (the "Jansen Mine").
	The Agreement requires Westshore to construct the necessary infrastructure at its
	Roberts Bank Terminal (the "Terminal"). BHP will substantially fund the
	construction, with Westshore being responsible for construction costs in excess of
	the agreed budget. Westshore will also contribute up to an aggregate $33 million
	to costs related to specific infrastructure or unexpected permitting conditions that
	are encountered.
	The Agreement requires Westshore to provide port services to handle potash for
	BHP for a term to 2051, subject to extension. The Agreement provides for a fixed
	loading charge per tonne that is indexed annually to changes in CPI for the life of
	the Agreement and minimum annual volume commitments from BHP.
Item 5	Full Description of Material Change
	Westshore has executed the Agreement with BHP which requires Westshore to
	construct the necessary infrastructure to provide port services to handle potash for
	BHP for a term to 2051, subject to extension.
	Construction of Potash Facilities
	Westshore is designing and will construct the necessary infrastructure to handle
	potash, including a potash dumper, storage building and associated conveying
	systems. In addition, certain existing infrastructure at the Terminal will be
	modified to support handling potash. Potash will be loaded only at the Terminal's

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Berth 2, which will continue to be available for loading coal. Coal operations are expected to continue without undue disruption through the construction phase. Westshore will retain an EPCM contractor to assist with the project.

Westshore must obtain certain permits in order to commence construction. Westshore has been in discussion with relevant authorities, principally the Vancouver Fraser Port Authority ("VFPA"). Westshore anticipates that the required permits will be issued in the first half of 2022, following which construction will commence. The Agreement provides that the potash infrastructure must be available by mid 2026.

BHP will substantially fund the construction, with Westshore being responsible for construction costs in excess of the agreed budget. Westshore will also contribute up to an aggregate $33 million to costs related to specific infrastructure or unexpected permitting conditions that are encountered.

Provision of the Services

The Agreement provides for a fixed loading charge per tonne that is indexed annually to changes in CPI for the life of the Agreement. Westshore is responsible, at its expense, to maintain and replace, as required in the future, the potash facilities during the life of the Agreement.

BHP has committed to providing Westshore with minimum annual volume commitments that are calibrated to the output of Stage 1 of the Jansen Mine. Under the Agreement if BHP elects to invest in the next stage of Jansen, then its minimum annual volume commitments under the Agreement will correspondingly increase to reflect the higher output of the Jansen Mine. The minimum annual volume commitments during both Stage 1 and Stage 2 of the Jansen Mine represent a substantial percentage of the expected output of the Jansen Mine while providing some flexibility for BHP to make domestic sales.

The potash dumper and conveying system have been designed to handle volumes equivalent to the maximum annual bulk material throughput at Berth 2. For volumes above Stage 1, it is anticipated that the potash storage building will be expanded, and the building has been designed accordingly. BHP is entitled but not required to use Westshore's facilities for increased output from the Jansen Mine beyond Stage 2. Subject to certain limited exceptions, Westshore is required to use the new potash facilities at the Terminal exclusively to provide services to BHP until 2051.

The Agreement requires Westshore to exercise its renewal options under the lease of the Terminal from VFPA to 2051. For periods after 2051, provided BHP has exercised its option to extend the Agreement and certain minimum annual volume requirements are satisfied, Westshore must exercise its existing renewal options under the lease and any additional renewal options under the lease it obtains. Westshore must attempt, by 2051, to obtain additional lease extensions from VFPA beyond the present final lease extension (currently to 2066).

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Berth 1 and the existing stackers will remain devoted exclusively to coal, and Westshore does not anticipate that the Stage 1 tonnage will result in a functional restriction on its ability to handle current levels of coal throughput.

Westshore has agreed to maintain certain performance standards relating to the provision of the services to BHP. These standards relate to access of BHP's trains and vessels to the Terminal, speed of handling, maintenance and product quality.

	Other Material Provisions
	The Agreement provides for BHP to take security over Westshore's assets to
	secure any obligations that Westshore may incur to BHP. Westshore may put in
	place senior debt facilities in priority to BHP's security, up to an agreed limit. The
	Corporation has guaranteed Westshore's financial obligations under the
	Agreement.
	The Agreement provides BHP with certain rights and remedies if Westshore does
	not provide the agreed upon services or fails to achieve the agreed upon
	performance standards. In certain circumstances, including a material breach of
	the Agreement by Westshore which cannot be cured or an insolvency event, BHP
	could acquire the Terminal.
	In the event that Westshore and/or the Corporation are contemplating a sale of
	Westshore or its assets the Agreement provides BHP with a right of first offer. This
	right does not extend to a sale of the shares of the Corporation while those shares
	continue to be publicly listed.
	Upon giving the required notice and making agreed upon payments to Westshore,
	BHP has the right, during both the construction phase and the services term, to
	terminate the Agreement.
Item 6	Reliance on subsection 7.1(2) of National Instrument 51-102
	Not applicable.
Item 7	Omitted Information
	No information has been omitted on the basis that it is confidential information.
Item 8	Executive Officer
	The following executive officer of the Corporation is knowledgeable about the
	material change and may be contacted by any regulatory authority in respect to the
	change:
	William W. Stinson
	Chairman and Chief Executive Officer of the Corporation
	604-688-6764

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Item 9	Date of Report
	This material change report is dated August 23, 2021.

The foregoing contains certain forward-looking statements that reflect the current expectations of the Corporation and Westshore with respect to future events and performance, including but not limited to obtaining the required permits in the first quarter of 2022, timing of commencement of construction of the potash facilities, Westshore's ability to continue handling current levels of coal throughput while also handling potash at the Stage 1 tonnage and the impact of the construction of the potash facilities on Westshore's coal operations. Forward-looking statements are based on information available at the time they are made, assumptions made by management, management's good faith belief with respect to future events, and will be impacted by and are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events, performance or results to differ materially from those expressed or implied, including, without limitation, the following: difficulties or delays in obtaining the necessary permits, including from VFPA; unexpected requirements in the necessary permits; standard challenges and unexpected complications during construction of the potash facilities; and including those risk factors outlined in Westshore's Annual Information Form, that could cause actual performance or results to differ materially from those reflected in the forward-looking statements or current expectations. Forward-looking statements should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether, or the times at which, such performance or results will be achieved. There is significant risk that estimates, predictions, forecasts, conclusions and projections will not prove to be accurate, that assumptions may not be correct and that actual results may differ materially from such estimates, predictions, forecasts, conclusions or projections.

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