Minutes To be Confirmed

This meeting of the Board of Directors of the Toronto Atmospheric Fund was held by electronic means and the proceedings of the Board were conducted publicly.

The Board of Directors of the Toronto Atmospheric Fund:  

1.  Directed the Chief Executive Officer to implement a revised Intercreditor Agreement for the direct investment as set out in Confidential Attachment 1 to the report (August 10, 2022) from the Director, Impact Investing, Toronto Atmospheric Fund, to the satisfaction of Toronto Atmospheric Fund's Solicitor.

2.  Directed the Chief Executive Officer to enter into a side letter for the direct investment set out in Confidential Attachment 1 to the report (August 10, 2022) from the Director, Impact Investing, Toronto Atmospheric Fund, specifying Toronto Atmospheric Fund receives access to all information and reporting available to any other investor, regardless of seniority.

3.  Directed that the confidential information contained in Confidential Attachment 1 to the report (August 10, 2022) from the Director, Impact Investing, Toronto Atmospheric Fund, remain confidential in its entirety, as it contains commercial and financial information, supplied in confidence to the Toronto Atmospheric Fund, which, if disclosed, could reasonably be expected to prejudice significantly the competitive position or interfere significantly with the contractual or other negotiations of a person, group of persons, or organization.

The Board of Directors of the Toronto Atmospheric Fund recessed its public meeting to meet in closed session to consider the item as it pertains to commercial and financial information, supplied in confidence to the Toronto Atmospheric Fund, which, if disclosed, could reasonably be expected to prejudice significantly the competitive position or interfere significantly with the contractual or other negotiations of a person, group of persons, or organization.

The Direct Investment Committee is recommending the Board of Directors of the Toronto Atmospheric Fund approve entering into a revised Intercreditor Agreement based on negotiations demonstrating the best potential outcome for risk-adjusted return for TAF. The Direct Investment Committee is also recommending the Intercreditor Agreement be conditional upon a side letter specifying TAF receives access to all information and reporting available to all investors regardless of investment seniority.

Announcements

The Chair acknowledged that the Board of Directors of the Toronto Atmospheric Fund was meeting on the traditional territory of many nations including the Mississaugas of the Credit, the Anishnabeg, the Chippewa, the Haudenosaunee and the Wendat peoples and is now home to many diverse First Nations, Inuit and Métis peoples. The Chair also acknowledged that Toronto is covered by Treaty 13 with the Mississaugas of the Credit.

Where the Members of the Board of Directors of the Toronto Atmospheric Fund listed in the attendance for this meeting participated remotely, they were counted for quorum, as permitted by Section 189(4.2) of the City of Toronto Act, 2006 and the Board's Procedures.

Also Present - Non-Members:

Fatimar Crerar, VP, Strategy and Partnerships, Toronto Atmospheric Fund

Rob Wotten, Director, Finance, Toronto Atmospheric Fund

Jaime Klein, People and Operations Manager, Toronto Atmospheric Fund

Heather Keachie, Lawyer, Gardiner Roberts LLP

Edgar Hielema, Lawyer, Gardiner Roberts LLP

Tracy Haynes, Investor Partnerships Manager

Ariel Sharir, Impact Investing Analyst

Nicole Leite, Director, Impact Investing