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285937.00010/93290691.15
ALVAREZ & MARSAL CANADA INC.
in its capacity as the Court-Appointed Monitor of
North American Tungsten Corporation Ltd. and
as advisor to the Government of the NWT and Canada
REQUEST FOR QUALIFICATIONS
CANTUNG AND MACTUNG- PURCHASE OF ASSETS AND OPTIONS
FOR THE CANTUNG MINE
August 16, 2019
Title: Cantung and Mactung- Purchase of Assets and Options for the Cantung Mine
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SUMMARY OF KEY INFORMATION
RFQ TITLE The title of this RFQ is:
Cantung and Mactung - Purchase of Assets and Options for the
Cantung Mine
Please use this title on all correspondence.
CONTACT PERSON The Contact Person for this RFQ is:
Callum Beveridge
Alvarez & Marsal Canada Inc., in its capacity as Court-Appointed
Monitor of North American Tungsten Corporation Ltd. (the
“Monitor”) and as advisor to the Government of the Northwest
Territories and Canada
Email: [email protected]
No telephone enquiries please.
Please direct all enquiries, by email, to the above named Contact
Person
ENQUIRIES Respondents are encouraged to submit enquiries at an early date to
permit consideration by the Monitor; the Monitor may, in its
discretion, decide not to respond to any enquiry received after 3:00
P.M. (local time) on the day that is 15 days before the Submission
Time.
DECLARATION OF
INTEREST FORM
The Addenda and any further information relating to this RFQ will be
directed only to parties who have completed and returned the
Declaration of Interest Form.
SUBMISSION TIME The Submission Time is:
5 P.M. local Vancouver time on September 30, 2019
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SUBMISSION
LOCATION
Responses are to be submitted to:
Alvarez & Marsal Canada Inc.
Suite 1680 – 400 Burrard St.
Vancouver BC V6C 3A6
Fax: 604.638.7441
Email: [email protected]
Attention: Callum Beveridge
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285937.00010/93290691.15
REQUEST FOR QUALIFICATIONS
CANTUNG AND MACTUNG- PURCHASE OF ASSETS
AND OPTIONS FOR THE CANTUNG MINE
ALVAREZ & MARSAL CANADA INC.
in its capacity as the Court-Appointed Monitor of
North American Tungsten Corporation Ltd. and Advisor
to the Government of the Northwest Territories and Canada
TABLE OF CONTENTS
1.0 INTRODUCTION ..........................................................................................................1
1.1 Purpose of this RFQ ......................................................................................................1
1.2 Eligibility to Participate in this RFQ..............................................................................2
1.3 The Assets ....................................................................................................................2
1.4 Engagement with Indigenous Groups ............................................................................4
1.5 Declaration of Interest ...................................................................................................5
1.6 Data Room and Security Deposit...................................................................................5
1.7 Information Meeting .....................................................................................................6
2.0 COMPETITIVE SELECTION PROCESS ...................................................................6
2.1 Request for Expressions of Interest ...............................................................................6
2.2 Request for Qualifications Stage ...................................................................................6
2.3 Request for Proposals Stage ..........................................................................................7
2.4 Selection of Preferred Proponent ...................................................................................7
2.5 Anticipated Competitive Selection Process Timeline .....................................................7
3.0 SUBMISSION INSTRUCTIONS ..................................................................................8
3.1 Closing .........................................................................................................................8
3.2 Delivery Address ..........................................................................................................8
3.3 Number of Copies of Responses ....................................................................................8
3.4 Late Responses .............................................................................................................8
3.5 Contact Person ..............................................................................................................9
3.6 Enquiries and Responses ...............................................................................................9
3.7 Electronic Transmission and Delivery of Documents .................................................. 10
3.8 Addenda...................................................................................................................... 10
3.9 Reference Information Including Q&As ...................................................................... 10
3.10 Revisions Prior to the Closing Time ............................................................................ 11
3.11 Changes to a Respondent’s Team ................................................................................ 11
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4.0 SUBMISSION CONTENT ........................................................................................... 11
4.1 General ....................................................................................................................... 11
4.2 Mandatory Submission Requirements ......................................................................... 11
4.3 Cover Letter ................................................................................................................ 12
4.4 Response Contents ...................................................................................................... 12
5.0 EVALUATION ............................................................................................................. 15
5.1 Evaluation Committee ................................................................................................. 15
5.2 Evaluation Criteria ...................................................................................................... 15
5.3 Evaluation and Selection Process ................................................................................ 17
5.4 Notification of Shortlisted Proponents ......................................................................... 18
5.5 Debriefing ................................................................................................................... 18
6.0 GENERAL CONDITIONS .......................................................................................... 18
6.1 No Obligation to Proceed ............................................................................................ 18
6.2 Reservation of Rights .................................................................................................. 18
6.3 Return of Security Deposit .......................................................................................... 19
6.4 Cost of Preparing a Response ...................................................................................... 19
6.5 No Claims ................................................................................................................... 19
6.6 Conflict of Interest ...................................................................................................... 20
6.7 Publicity ..................................................................................................................... 21
6.8 No Collusion or Solicitation ........................................................................................ 21
6.9 Access to Information and Protection of Personal Information .................................... 21
7.0 DEFINITIONS ............................................................................................................. 22
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REQUEST FOR QUALIFICATIONS
CANTUNG AND MACTUNG- PURCHASE OF ASSETS
AND OPTIONS FOR THE CANTUNG MINE
ALVAREZ & MARSAL CANADA INC.
in its capacity as the court-appointed Monitor of
North American Tungsten Corporation Ltd. and advisor to the Governments
1.0 INTRODUCTION
1.1 Purpose of this RFQ
Alvarez & Marsal Canada Inc. (“A&M”) in its dual capacity as the Court-appointed Monitor
(the “Monitor”) of North American Tungsten Corporation Inc. (“NATC”) and advisor to the
Governments, along with the Governments (as defined herein) wish to conduct a Competitive
Selection Process to identify a qualified proponent that will enter into certain agreements (the
“Agreements”) facilitating:
(a) the purchase of the Cantung Mine and the Mactung Deposit (jointly referred to as the
“Assets”) on an “as is, where is” basis; and
(b) the management of environmental liabilities at the Cantung Mine site (the “Cantung
Work”).
Currently, the primary stakeholders of the Assets include the Government of the Northwest
Territories (“GNWT”) who is the owner of the Mactung Deposit and Her Majesty the Queen in
Right of Canada, represented by the Minister of State to assist the Minister of Indian Affairs and
Northern Development (“Canada” and together with GNWT, the “Governments”). Canada is
responsible for the residual liabilities associated with the Cantung Mine and is currently funding
its care and maintenance program.
The ultimate goal of the Competitive Selection Process is to transfer the Assets to the private
sector to ensure the timely development of the Mactung Deposit towards a producing mine, to
evaluate the options for production at the Cantung Mine and to complete the Cantung Work with
a goal of eventual mine closure in order to create economic development in Northern Canada and
job opportunities for Northern residents as well as minimizing the costs to Canadian taxpayers
from the ongoing care and maintenance and remediation of the Cantung Mine site.
The purpose of this Request for Qualifications (this “RFQ”) is to identify a shortlist of interested
and qualified parties or consortia who will then be invited to participate in the next stage of the
Competitive Selection Process, the Request for Proposals (the “RFP”), from which the
successful proponent will be selected (the “Preferred Proponent”), who will then be expected
to enter into the Agreements.
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This RFQ is not a tender or an offer or a request for proposals, and there is no intention by the
Monitor to make an offer by issuing this RFQ.
A Request for Expressions of Interest (the “RFEI”) was issued on May 30, 2019. The RFEI
sought information and ideas from potential interested parties regarding the content and process
for this Competitive Selection Process. Responses to the RFEI will not be used for evaluation
purposes during this RFQ but rather, to be used to gather information regarding available options
with respect to the Assets.
Capitalized terms otherwise undefined in this RFQ have the meaning set out in Section 7.0.
1.2 Eligibility to Participate in this RFQ
Any interested party (each, a “Respondent”) subject to the restrictions with respect to Restricted
Parties that are further set out in Section 6.6, may submit a response (“Response”) to this RFQ.
Respondents may be individuals, corporations, joint ventures, partnerships, or other legal
entities. A&M is making this RFQ known generally in the community, including but not limited
to by posting this RFQ to the Monitor’s website
(https://www.alvarezandmarsal.com/northamerican) and the posting of a notification of this RFQ
in local and national print media.
1.3 The Assets
(a) Cantung Mine
NATC operated the Cantung Mine located in the south-west corner of the Northwest Territories
(the “NWT”) 300 km from Watson Lake, Yukon and 740 km from Whitehorse, Yukon via a
year-round road.
NATC was engaged in the exploration, development, mining, and milling of minerals, primarily
high-quality tungsten concentrates since the 1960s. The Cantung Mine comprises 12 mineral
claims and leases covering approximately 21,700 ha. Production volumes in 2014, the last year
of full production, were 274,000 metric tonne units of W03. The Cantung Mine is fully permitted
and has a valid water license until January 2024 issued by the Mackenzie Valley Land and Water
Board (“MVLWB”).
Existing infrastructure includes an underground mine (flooded) and open pit, power generation,
milling and concentrator plant (gravity and flotation cell circuits), waste water treatment plant,
tailings storage facilities, fuel tanks, airstrip, camp, and various equipment. All underground and
some surface equipment was sold on behalf of a secured lender in 2017. The equipment
currently located on site is owned by NATC.
The Cantung Mine also includes the underlying mineral tenures, which consists of mineral and
surface leases and claims granted by GNWT for the mine and associated service areas.
A National Instrument 43-101 technical report dated September 2014 estimated Cantung Mine’s
probable mineral reserves of 1.8 million tonnes (@ 0.81% WO3), indicated resources of 3.84
million tonnes (@ 0.97% WO3) (including the mineral reserves) and inferred mineral resources
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of 1.4 million tonnes (@ 0.80% WO3). There may also be a potential opportunity to recover WO3
from the tailings ponds.
NATC encountered financial difficulties in 2015 and filed for protection in the Supreme Court of
British Columbia (the “Court”) under the Companies’ Creditors Arrangement Act (the
“CCAA”) in June 2015. The Court has extended the stay of proceedings on several occasions to
facilitate the restructuring and remediation process at the Cantung Mine and the most recent
Court order extended the stay of proceedings to April 30, 2020.
The Cantung Mine ceased operating in October 2015 and, pursuant to various Court orders, the
Monitor has managed and overseen a care and maintenance program since November 2015, with
funding provided by Canada.
NATC holds an existing water licence issued by MVLWB which expires in January 2024.
Since the commencement of the care and maintenance program, NATC has:
• maintained the Cantung Mine to ensure that it remains in good regulatory standing. This
includes performing regular environmental sampling and reporting, annual dam
inspections and disposing of hazardous waste. NATC employs 12 employees (6 for each
of 2 three week rotations) who maintain the site, infrastructure, airstrip and access roads;
• engaged with Indigenous Groups, as defined herein (and with their advisors) under the
terms of the water licence with MVLWB. Engagement activities have included regular
community working group calls and face to face meetings in respective communities as
well as advising of changes at the Cantung Mine including providing information on care
and maintenance activities, areas of environmental concerns and the status of the
potential marketing process;
• engaged with regulators including MVLWB, Environment and Climate Change Canada
and the Crown-Indigenous Relations and Northern Affairs Canada Inspector on various
regulatory matters; and
• engaged third party consultants to perform technical environmental and geotechnical
assessments of the Cantung Mine site with a goal of informing and developing potential
scopes of work and options relating to the long term management of environmental
liabilities at the Cantung Mine. Information relating to this work will be available in the
Data Room during the RFP stage of the Competitive Selection Process. The parties that
have been involved in this work are not Restricted Parties.
Any transaction involving the Cantung Mine will require performance of the Cantung Work with
a goal of final remediation and eventual closure of the Cantung Mine. The ultimate scope of the
Cantung Work will be finalized following consultation with the Indigenous Groups. It is
expected that the scope of the Cantung Work will not be prescriptive in order to encourage
innovative solutions to the management of the environmental liabilities at the Cantung Mine site.
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(b) Mactung Deposit
The Mactung Deposit is currently owned by GNWT, which acquired the property from NATC in
2015. The Mactung Deposit property is located along the NWT-Yukon border, 160 km north-
west of the Cantung Mine property. Road access is via the Canol Road from the community of
Ross River, Yukon.
The Mactung Deposit property is considered to be the highest-grade undeveloped tungsten skarn
deposit outside of China. A 2015 scoping study prepared by a third party indicated that the
Mactung Deposit has potential to be developed into a low-cost producer of tungsten.
The portion of the Mactung Deposit property located in the Yukon is covered by a Quartz
Mining Licence, Class 4 approval (LQ00253a) that is currently being renewed by the GNWT,
with a final decision anticipated in August 2019. Infrastructure on site includes some camp
buildings, drill core, drill core storage and an access road. Basic environmental cleanup of the
site has been completed by GNWT.
Mactung has existing tenure assets in good standing and are located on both sides of the
boundary between the Yukon and the Northwest Territories. Mineral tenure in the Yukon
consists of 113 active mineral claims and 38 mineral leases. Representation work costs are
currently waived by Yukon Government Orders-in-Council. Leases are valid for 21 year periods.
Fifteen leases expire and will require renewal for another 21 years on July 29, 2025 and 23 leases
expire on May 9, 2037. Renewal costs are nominal. Mactung also has eight mineral leases
situated in the NWT adjacent to the Yukon Territory mineral claims and leases. At this time the
leases have been cancelled in accordance with the Mining Regulations and may be reissued if
and when the property is purchased by a third party.
Based on an April 2009 National Instrument 43-101 technical report, the Mactung Deposit has
an initial estimated life of 11.2 years with the potential to increase the mine life to 17 years.
Estimated resources include indicated resources of 33.0 million tonnes (@0.88% WO3), inferred
resources of 11.0 million tonnes (@0.78% WO3) and probable mineral reserves of 8.5 million
tonnes (@1.082% WO3) which are included in indicated resources.
1.4 Engagement with Indigenous Groups
The Assets are situated within the traditional territory of the Kaska Dena First Nations, the
Dehcho Dene First Nations and the Sahtu Dene and Metis. As such, there is overlapping interest
from a number of Indigenous groups and organizations in the NWT and the Yukon (the
“Indigenous Groups”) with respect to participating in the further development of the Assets and
the completion of the Cantung Work and in the environmental impacts and socio-economic
benefits associated with these activities.
The development of the Assets and the completion of the Cantung Work will require the
successful party to engage with the Indigenous Groups on the benefits and opportunities
associated with these activities.
The Governments and Monitor have had ongoing dialogue with the Indigenous Groups in respect
of both care and maintenance at the Cantung Mine and the CCAA restructuring process
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generally. The Governments intend to continue to engage with a purchaser and the Indigenous
Groups to support the successful completion of a transaction which provides for the responsible
development of the Assets and addressing existing environmental concerns at the Cantung Mine.
1.5 Declaration of Interest
A party interested in preparing a Response and receiving further information or Addenda issued
by the Monitor must register its interest by submitting to the Monitor a completed Declaration of
Interest Form, attached as Appendix A to this RFQ.
1.6 Data Room and Security Deposit
The Monitor has created an electronic data room (“Data Room”) which contains certain
documentation and information relevant to the Assets and the Cantung Work and may be
updated during the RFQ process. As a condition of obtaining access to the Data Room and
participating in the Competitive Selection Process, a Respondent must submit to the Monitor,
along with the Declaration of Interest form referred to in Section 1.5:
(a) an executed non-disclosure agreement (“NDA”) substantially in the form attached as
Appendix B to this RFQ; and
(b) a $10,000 (CAD) deposit (the “Security Deposit”), to be returned in accordance with
Section 6.3 by certified cheque or bank draft made out to “Alvarez & Marsal Canada Inc.,
Monitor of North American Tungsten Corporation Inc.” or by electronic funds transfer
to:
Bank Royal Bank of Canada
Bank Address Royal Centre, Main Branch
1025 W. Georgia Street, Vancouver, BC
V6E 3N9
Beneficiary Alvarez & Marsal Canada Inc., CCAA Monitor of North American Tungsten Corporation Ltd.
Beneficiary Address Suite 1680 – 400 Burrard Street Vancouver, BC V6C 3A6
Institution Number 003
Transit Number 00010
Account No. 146 2019
Account Name Alvarez & Marsal Canada Inc
Swift Number ROYCCAT2
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ABA Routing No. 021000021 (INTERMEDIARY BANK FOR FUNDS
Each Respondent is responsible to ensure that the Monitor receives the full amount of the
Security Deposit.
No interest will be payable to any Respondent on account of the Security Deposit. All foreign
currency exchange risk will be borne by each Respondent.
1.7 Information Meeting
The Monitor may, in its sole discretion, hold group information meetings which all Respondents
are permitted to attend. If the Monitor decides to hold an information meeting, then the Contact
Person will post a written notice on the Monitor’s website
(https://www.alvarezandmarsal.com/northamerican) with details regarding such meeting.
Attendance at a meeting will be at the discretion of the Respondents, but Respondents who do
not attend will be deemed to have received all of the information made available to attendees.
2.0 COMPETITIVE SELECTION PROCESS
This section describes the process that the Monitor expects to use in the selection of a Preferred
Proponent and the execution of the Agreements. The anticipated Competitive Selection Process
includes two stages: the RFQ stage, and the RFP stage.
The Competitive Selection Process, including the general terms of this RFQ and the overall
process for the RFP has been approved by the Court by Order of Mr. Justice Grauer made July
16, 2019 in NATC’s proceedings under the CCAA.
2.1 Request for Expressions of Interest
The RFEI was issued on May 30, 2019 and the deadline for receipt of responses was June 28,
2019. The purpose of the RFEI was to obtain ideas from interested parties regarding potential
future options for the development of the Assets, to gain an understanding of interested parties’
information requirements and to assess market interest in the Assets and the performance of the
Cantung Work.
The Information received through the RFEI will not form the basis for any evaluation during the
Competitive Selection Process, but may be used by the Monitor and the Governments to
determine the content and process for the Competitive Selection Process.
2.2 Request for Qualifications Stage
The Monitor and the Governments intend to review the Responses to select a shortlist of
qualified parties or consortia (the “Shortlisted Proponents”) who will be invited to participate
in the RFP for the purchase of the Assets and the performance of the Cantung Work as outlined
in Section 2.3, leading to the execution of the Agreements as noted in Section 1.1. Only the
Shortlisted Proponents selected under this RFQ will be invited to participate in the RFP or any
further stage of a Competitive Selection Process.
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2.3 Request for Proposals Stage
The Monitor anticipates that, following the selection of the Shortlisted Proponents, the Monitor
will, subject to the last paragraph of this Section 2.3, issue the RFP to the Shortlisted Proponents.
The RFP will include the following elements:
(a) a procedure for being granted access to further documentation and information relevant to
the Assets and the Cantung Work in the Data Room;
(b) further information regarding the required outcomes, objectives or potential scope of
work for the Cantung Work; and
(c) initial drafts of the Agreements.
Issuance of the RFP to a Shortlisted Proponent may be conditional upon delivery by that
Shortlisted Proponent to the Monitor of an additional confidentiality or participation agreement
in a form acceptable to the Monitor. Site visits to the Cantung Mine site and the Mactung
Deposit will be available for Shortlisted Proponents during the RFP stage.
2.4 Selection of Preferred Proponent
The Monitor and the Governments intend to select a Preferred Proponent from amongst the
Shortlisted Proponents at the end of the RFP stage. The Monitor and the Governments will then
enter into negotiations with the Preferred Proponent to finalize the Agreements, although it is
expected that the form of Agreements will be substantially settled during the RFP stage.
The Agreements relating to NATC and the Cantung Mine site will be subject to Court approval,
which the Monitor will seek when the Agreements are finalized with the Preferred Proponent.
2.5 Anticipated Competitive Selection Process Timeline
The following is the Monitor’s estimated timeline for the Competitive Selection Process:
Activity Timeline
RFEI Issue Date May 30, 2019
RFEI Submission Time June 28, 2019
RFQ Issue Date August 16, 2019
RFQ Submission Time September 30, 2019
Announce Shortlist October 11, 2019
Issue RFP October/November 2019
Submission Time for Proposals At least six months after
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Activity Timeline
issuance of RFP
Selection of Preferred Proponent At a time in 2020, to be
determined
3.0 SUBMISSION INSTRUCTIONS
3.1 Closing
Responses to this RFQ must be received at or before:
5 P.M. Vancouver time
September 30, 2019
(the “Closing Time”).
3.2 Delivery Address
Responses must be received at or before the Closing Time by mail or email as follows:
Alvarez & Marsal Canada Inc.
Court-Appointed Monitor of North American Tungsten Corporation Inc.
Attention: Mr. Callum Beveridge
1680 — 400 Burrard Street
Vancouver, BC V6C 3A6
Email: [email protected]
(the “Delivery Address”).
3.3 Number of Copies of Responses
If a Response will be delivered to the Delivery Address by mail, the Respondent must submit
five hard copies and one electronic (USB key) copy of their Response in a sealed envelope
clearly marked on the outside with the RFQ Title (as shown on the face page of this RFQ). If
there is any discrepancy between the hard copy and the electronic copy, the hard copy will be
considered the correct copy.
If a Response will be delivered to the Delivery Address by email, the Response must be clearly
identified as a Response to this RFQ, must indicate the RFQ Title (as shown on the face page of
this RFQ) and must be in PDF format.
3.4 Late Responses
The Monitor reserves the right not to consider Responses received after the Closing Time.
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3.5 Contact Person
All enquiries related to this RFQ must be directed by email to the following person (the
“Contact Person”):
Name: Mr. Callum Beveridge
Email: [email protected]
3.6 Enquiries and Responses
All enquiries regarding this RFQ must be directed, by email, to the Contact Person, and the
following will apply to any enquiry:
(a) the Monitor reserves the right to decline to provide a response to an enquiry, considering
fairness to all Respondents and the integrity of this Competitive Selection Process;
(b) subject to Section 3.6(c), any response from the Contact Person to an enquiry will be
circulated to any party that has delivered a completed Declaration of Interest Form
(attached as Appendix A), submitted the Security Deposit and executed and delivered the
NDA (attached as Appendix B), and posted to the Data Room as either:
(1) a question and answer as part of a question and answer series for this RFQ
(“Q&As”); or
(2) an Addendum;
(c) a Respondent should, for every enquiry submitted by it, indicate whether the enquiry and
its response is commercially confidential to the Respondent. If the Monitor determines
that an enquiry and its response must be distributed to all Respondents, then the Contact
Person will permit the enquirer to withdraw the enquiry rather than receive a response. If
the Respondent fails to indicate whether or not an enquiry and its response is
commercially confidential to the Respondent, then the enquiry and its response will be
deemed to be non-confidential; and
(d) subject to Section 3.6(a) and notwithstanding Section 3.6(b) and Section 3.6(c), any
enquiry and its response may, in the Monitor’s sole and absolute discretion, be distributed
to all Respondents, or the Contact Person may keep either or both the enquiry and its
response confidential if, in the judgment of the Monitor, it is fair and appropriate to do
so.
Information obtained from any source other than the Contact Person will not form part of this
RFQ, and may not be used or relied on by a Respondent for the purpose of preparing its
Response.
In preparing a response to any enquiry, the Contact Person will consult with the Governments
and may consult with other persons, including other employees, consultants and advisors of the
Monitor and the Governments.
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3.7 Electronic Transmission and Delivery of Documents
The Monitor does not assume any risk or responsibility or liability, including in contract or tort
(including negligence), whatsoever to any person that an electronic transmission or
communication is received by the Monitor, or within any time limit specified by this RFQ.
All permitted email communications with, and delivery of documents to, the Contact Person will
be deemed as having been received by the Contact Person on the dates and times indicated on the
Contact Person’s electronic equipment, and Respondents are responsible to confirm the receipt
of such communication with the Contact Person.
3.8 Addenda
The Monitor may, in its sole and absolute discretion, through the Contact Person or its designee,
amend this RFQ at any time by issuing a written addendum (an “Addendum”, or “Addenda”).
Written Addenda are the only means of amending or clarifying this RFQ, and no other form of
communication whether written or oral, including written responses to enquiries as provided by
Section 3.6, will be included in or in any way amend this RFQ. Only the Monitor or its designee
is authorized to amend or clarify this RFQ by issuing an Addendum. It is the responsibility of
each Respondent to ensure that it has received all issued Addenda.
The Monitor will circulate any Addenda by email to any party that has delivered a completed
Declaration of Interest Form (attached as Appendix A), submitted the Security Deposit and
executed and delivered the NDA (attached as Appendix B), and will post any Addenda to the
Data Room.
3.9 Reference Information Including Q&As
Any:
(a) information included in Q&As issued by the Contact Person under Section 3.6(b); and
(b) additional information made available to Respondents prior to the Closing Time by A&M
or Governments (such as, for illustration purposes only, site information, geotechnical or
subsurface reports or record drawings), including any information contained in the Data
Room,
(collectively, “Reference Information”) is provided for information only and may not be relied
on by a Respondent for the purpose of preparing its Response. Such information is made
available only for the reference and assistance of Respondents who must make their own
judgment about its reliability, accuracy, completeness and relevance to the Agreements, and
nothing will be interpreted as meaning that any of A&M, NATC or the Governments gives any
guarantee or representation that the Reference Information is reliable, accurate, complete or
relevant.
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3.10 Revisions Prior to the Closing Time
Submitted Responses may be amended or withdrawn in writing, provided such written
amendment or withdrawal is received by the Monitor at the Delivery Address prior to, but not
after, the Closing Time. Oral amendments or withdrawals will not be considered or accepted.
3.11 Changes to a Respondent’s Team
If, for any reason, following the selection of the shortlist, a Shortlisted Proponent wishes or
requires to make a change to the membership of its team that was identified in its Response, by
adding new members, deleting identified members or substituting new members for identified
members, such as may be requested or required due to:
(a) changes in the ownership or control of a Shortlisted Proponent or a member of its team;
or
(b) changes to the legal relationship among the Shortlisted Proponent and its team members
or among its team members, such as the creation of a new joint venture or other legal
entity or relationship in place of the Shortlisted Proponent and its team originally
shortlisted,
then the Shortlisted Proponent will be required to obtain the prior written approval of the
Monitor in consultation with the Governments. The Monitor wishes to accommodate
opportunities for Shortlisted Proponents to add to and strengthen their teams, providing it is fair
to do so. In such case, the Monitor, in its sole and absolute discretion, may grant or refuse an
application to change the membership of a Shortlisted Proponent’s team, having regard to such
factors as the Monitor may consider appropriate, including to what degree a proposed change
will result in a change, if any, in the technical, financial or overall strength of the Shortlisted
Proponent’s team and whether or not a proposed change will result in an actual or potential
conflict of interest. For certainty, the Monitor may refuse to permit a change to the membership
of a Shortlisted Proponent’s team if the change would, in the Monitor’s judgment (in
consultation with the Governments), result in a weaker team than was originally shortlisted. The
Monitor may include such terms and conditions as the Monitor may consider appropriate.
4.0 SUBMISSION CONTENT
4.1 General
For ease of reference, Responses should follow the order and organization suggested in Section
4.0. All Responses must be in English.
4.2 Mandatory Submission Requirements
All Respondents who wish to be considered for evaluation to proceed to the RFP stage must
submit, in accordance with the requirements of this RFQ:
(a) a Declaration of Interest Form;
(b) an executed NDA and Security Deposit; and
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(c) a Response that includes any other mandatory requirements set out in this Section 4.0
(together, the “Mandatory Submission Requirements”).
4.3 Cover Letter
A Response must include a cover letter, signed by an authorized representative of the
Respondent, providing:
(a) confirmation that the signatory has the authority to sign on behalf of the Respondent; and
(b) the name and contact details of the Respondent’s representative (the “Respondent’s
Representative”) who can receive, on behalf of the Respondent, information and
communications from the Contact Person.
4.4 Response Contents
A Response must include the following (if the Respondent is a joint venture or partnership,
information for each member of the joint venture or partnership must be included):
(a) Information about the Respondent
The name of the Respondent, the name of each of its directors and officers, and each shareholder
that owns more than 5% of the shares of the Respondent. For each director or officer, provide the
name of any mining or exploration company of which they have been a director or officer,
whether such company is private or public and indicate whether the director or officer has been a
director or officer of an entity that has breached or defaulted on any regulatory or environmental
obligations, or of an entity that has been involved in formal insolvency proceedings in any
jurisdiction in Canada.
• Whether the Respondent is a member of or associated with an Indigenous
Group (including an entity partly owned, owned or controlled by an
Indigenous Group Firm or Indigenous Group member.
• Whether the Respondent, or a member of joint venture partner of a
Respondent, is a Northern Business, or is owned or controlled in part or
whole by one or more Northern Businesses or Northern Residents.
A Response should include the information set out in the following sections, as appropriate and
relevant.
(b) Past Projects
A brief description of the relevant projects (including the exploration and development of mines,
restart of mines and management of environmental liabilities of mines or other property,
progressive remediation, closure plans and long-term monitoring) the Respondent has
undertaken and the role the Respondent undertook in those projects in the past ten years, to give
an indication of the nature of the Respondent’s business and activities.
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The Respondent may submit printed information from the Respondent’s website describing their
past projects.
(c) Qualifications, Experience, Expertise or Knowledge
A description of the Respondent’s qualifications, experience, expertise or knowledge that is
relevant to the development of the Mactung Deposit, the further development of the Cantung
Mine and the performance of the Cantung Work, having regard to considerations such as:
• The Respondent’s experience with performing work in northern climates
similar to the climate in the NWT/Yukon.
• The Respondent’s experience in completing regulatory processes
including Environmental Assessments and the acquisition of permits and
approvals.
• The Respondent’s recent and relevant safety record.
• The Respondent’s experience in Indigenous engagement and consultation
including any benefit or participation/partnership agreements or
negotiations.
• The Respondent’s experience and knowledge of the production and
marketing of specialty minerals or metals and in particular tungsten.
• The Respondent’s experience in mineral project advancement such as
exploration discoveries, advancing a project through development stages
such as Preliminary Economic Assessments, Pre-Feasibility Studies, and
Feasibility Studies.
• The Respondent’s experience and knowledge in exploration and mining
project financing.
• The Respondent’s experience in the closure and remediation of mining
properties
• The Respondent’s experience with fixed price contracts.
(d) Approach to Developing the Assets and Performing the Cantung Work
A description of and a schedule for the Respondent’s anticipated approach to:
• Engaging with Regulators and other stakeholders with respect to
development of the Mactung Deposit and the Cantung Mine
• Designing, implementing and performing the Cantung Work
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(e) Engagement of and Benefits to Indigenous Groups, Northern Businesses and Northern
Residents
A description of the Benefits, if any, previously provided by the Respondent to Indigenous
organizations (including the Indigenous Groups, if applicable), Northern Residents and Northern
Businesses.
A description of the Respondent’s anticipated approach for engaging and providing Benefits to
the Indigenous Groups, Northern Residents and Northern Businesses, including with respect to
the formation of joint ventures or partnerships, the engagement of subcontractors or
subconsultants, the engagement of employees and the provision of apprenticeship/training
opportunities during the development of the Assets and the performance of the Cantung Work.
(f) Technical and Management Team
A list of any key individuals, including consultants and subcontractors, who will be responsible
for obtaining approvals and overseeing the development and implementation of any proposed
development of the Mactung Deposit and the Cantung Mine and the performance of the Cantung
Work, including:
(1) responsible executive;
(2) senior management team;
(3) senior design engineer;
(4) the project manager;
(5) the individuals responsible for managing permits and engaging with the
Indigenous Groups, communities and Regulators; and
together with a summary of their qualifications, expertise, experience and knowledge relevant to
the development of the Mactung Deposit and the Cantung Mine and the performance of the
Cantung Work, including resumes and references. If any of the key individuals have been
involved in remediation projects with any of the Governments, the Response must indicate which
projects.
(g) Financial Strength
An indication of the financial strength and capability of the Respondent to generally undertake
the purchase and development of the Assets and the performance of the Cantung Work,
including but not limited to the Respondent’s annual unaudited financial statements for each of
the last three fiscal years (if audited financial statements for the last three fiscal years are
available, these should be submitted), and any interim financial statements issued since the latest
annual financial statements.
The Respondent should also include its capital raising intentions and past success relevant to
their proposed approach as well as their bonding capacity, and any other information that is
relevant to their ability to purchase the Assets and perform the Cantung Work.
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(h) Claims and Litigation
A list of significant claims that are or could be material to the financial strength of the
Respondent made by or against the Respondent and a list of litigation the Respondent has been
involved in over the past three years, including a brief description of the nature of the claim or
litigation and the Respondent’s role in such claims or litigation.
(i) References
A list of relevant references for:
(1) past projects including the development, restart and remediation of mines;
and
(2) Benefits previously provided by the Respondent to Indigenous
communities, including the Indigenous Groups, Indigenous Group Firms,
Northern Residents and Northern Businesses,
including a contact person for each reference, and address, telephone number and email for each
contact person.
5.0 EVALUATION
5.1 Evaluation Committee
The evaluation of Responses to identify the Shortlisted Proponents will be carried out by a
committee that will consist of a representative of the Monitor and each of the Governments (the
“Evaluation Committee”). The Evaluation Committee may be assisted by other persons as the
Evaluation Committee may decide it requires, including technical, financial, legal and other
advisors or employees of the Monitor, the Governments, or any of them.
5.2 Evaluation Criteria
Only Responses that meet all Mandatory Submission Requirements as set out in Section 4.2 will
be considered by the Evaluation Committee. The Evaluation Committee will evaluate those
Responses in accordance with the evaluation criteria to select the Shortlisted Proponents.
The Evaluation Committee will compare and evaluate the Responses to identify the Responses
that the Evaluation Committee judges, in its sole discretion, to be most advantageous to meet the
objectives of the Competitive Selection Process, using the following criteria:
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Description
1. The information about the Respondent provided pursuant to Section 4.4(a), 4.4(b)
,4.4(c), 4.4(f) and 4.4(i) as it relates to the Respondent’s
• demonstrated experience in undertaking work relevant to
• the development of an exploration property into a producing mine
• the re-start or redevelopment of a mine under care and maintenance
• the design, permitting, and implementation of a remediation plan or management of environmental liabilities for a mine site
• technical and management team and its knowledge, qualifications, expertise and experience
• demonstrated experience working in Northern regions
• demonstrated experience working with Indigenous groups and communities, including the Indigenous Groups
• strength of qualifications with respect to the factors identified in Section 4.4(c)
• any other information provided pursuant to Section 4.4 that is relevant to meeting the Monitor’s and the Governments’ objectives
2. The Respondent’s approach to:
• the development of the Mactung Deposit and the Cantung Mine
• the design, implementation and performance of the Cantung Work
based on the information provided pursuant to Section 4.4(d) and Section 4.4
generally.
3. The Respondent's:
• demonstrated financial strength and ability to undertake the purchase and development of the Assets and the completion of the Cantung Work, including its ability to raise capital; and
• claims and litigation history,
all as provided pursuant to Sections 4.4(c), 4.4(h) and 4.4(g)
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Description
4. The Respondent's:
• approach for engaging and providing Benefits to Indigenous communities, including the Indigenous Groups, Indigenous Group Firms and Indigenous Group members, Northern Residents and Northern Businesses during the development of the Assets and the performance of the Cantung Work
• presence in the NWT and Yukon (including a consideration of whether the Respondent is or includes an Indigenous Group Firm, Northern Resident or Northern Business)
• demonstrated history of providing Benefits to the Indigenous Groups, Northern Residents and Northern Businesses,
based on the information provided pursuant to Sections 4.4(e) and 4.4(i) and Section
4.4 generally.
The Evaluation Committee will evaluate each Response and assign each Response with a relative
score, based on its evaluation. The evaluation will take place on an overall, global basis, in that
all of the criteria will be assessed, and the Evaluation Committee will determine, in its sole
discretion, which Responses are the most desirable and likely to result in achieving the
objectives of the Competitive Selection Process and be advantageous to the Governments.
5.3 Evaluation and Selection Process
To assist in evaluation of Responses and the recommendation of a shortlist to be selected by the
Monitor as the Shortlisted Proponents, the Evaluation Committee may, in its sole and absolute
discretion, but is not required to:
(a) conduct reference checks and background investigations of the Respondent, and any
subcontractors proposed in the Response, with internal and/or external sources, and
consider and rely on any relevant information received from the references and from any
background investigations in the evaluation of Responses;
(b) seek clarification or additional information from any, some, or all Respondents with
respect to their Response, and consider and rely on such supplementary information in
the evaluation of Responses; and
(c) request interviews/presentations with any, some, or all Respondents to clarify any
questions or considerations based on the information included in Responses, and consider
and rely on any supplementary information received from interviews/presentations in the
evaluation of Responses.
The Evaluation Committee is not obligated to complete a detailed evaluation of all Responses
and may, after completing a preliminary review of all Responses, identify and drop from any
detailed evaluation any Respondent who, when compared to the other Respondents, the
Evaluation Committee judges, in its sole and absolute discretion, to not be in contention to be
shortlisted.
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The Evaluation Committee will, by consensus, select the Shortlisted Proponents.
5.4 Notification of Shortlisted Proponents
The Monitor will notify Respondents that have been shortlisted by sending a written notice to the
applicable Respondent's Representative.
5.5 Debriefing
The Monitor will conduct a debriefing, upon request, for any Respondent. In a debriefing, the
Monitor will discuss the relative strengths and weaknesses of that Respondent's Response but,
the Monitor will not disclose or discuss any confidential information of any other Respondent.
Requests for debriefing may be made to the Contact Person after the shortlist has been
announced.
6.0 GENERAL CONDITIONS
6.1 No Obligation to Proceed
This RFQ is not a tender and does not commit the Monitor or the Governments in any way to
proceed to any further stages of a Competitive Selection Process for the purchase of Assets or the
completion of the Cantung Work or the award of the Agreements.
6.2 Reservation of Rights
The Monitor, in its sole discretion and in consultation with the Governments, reserves the right
to exercise any or all of the following rights:
(a) amend the scope of the Competitive Selection Process, modify, cancel or suspend the
RFQ process or any or all stages of the Competitive Selection Process, at any time for
any reason;
(b) accept or reject any Response based on the evaluation criteria specified in this RFQ as
evaluated by the Evaluation Committee;
(c) disqualify a Response that fails to meet the Mandatory Submission Requirements
specified in this RFQ, or any other reason the Monitor, in consultation with the
Governments, determines appropriate;
(d) waive a defect, irregularity, non-conformity or non-compliance in or with respect to a
Response or failure to comply with the requirements of this RFQ (including a Mandatory
Submission Requirement) and accept that Response even if such a defect, irregularity,
non-conformity or non-compliance or failure to comply with the requirements of this
RFQ would otherwise render the Response null and void;
(e) not accept any or all Responses;
(f) reject or disqualify any or all Response(s) for any reason without any obligation,
compensation or reimbursement to any Respondent or any of its team members;
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(g) re-advertise for new Responses, call for quotes, proposals or tenders, or enter into
negotiations for the Agreements or any part of the Cantung Work;
(h) make any changes to the terms of the business opportunity described in this RFQ; and
(i) amend, from time to time, any date, any time period or deadline provided in this RFQ,
upon written notice to all Respondents who submitted a Declaration of Interest Form.
6.3 Return of Security Deposit
The Monitor will return to each Respondent that submitted a Security Deposit and who is not
shortlisted, that Respondent's Security Deposit, provided that the Respondent is not in breach of
its obligations under the NDA or any other agreement between the Respondent and the Monitor.
If a Respondent is in such a breach, then:
(a) the Security Deposit will be absolutely forfeited to the Monitor and the Respondent will
have no further interest or claim in the Security Deposit; and
(b) such absolute forfeit of the Security Deposit by the Respondent to the Monitor is in
addition to and not in substitution for any other remedies available to the Monitor against
the Respondent in respect of the Respondent's failure to honour its obligations and
covenants under the NDA or any other agreement between the Respondent and the
Monitor.
As provided for in Section 1.6, no interest will be payable to any Respondent on account of the
Security Deposit. All foreign currency exchange risk will be borne by each Respondent.
At the end of the RFP stage, and subject to the terms of the RFP, the Security Deposit will be
returned to the Shortlisted Proponents that are not selected to become the Preferred Proponent,
provided that they are not in breach of their obligations under the NDA, or any confidentiality or
other agreement with the Monitor.
6.4 Cost of Preparing a Response
Each Respondent is solely responsible for its own costs and expenses incurred in preparing and
submitting its Response and for participating in this Competitive Selection Process, including for
any meetings or due diligence relating to or arising from this RFQ.
6.5 No Claims
Each Respondent, by submitting a Response, irrevocably:
(a) agrees that it will not bring any claim, demand, action, cause of action, suit or
proceeding, whether arising in contract, tort (including negligence) or otherwise (a
"Claim") against the Monitor, the Governments or any of their respective employees,
directors, officers, advisors or representatives, or any one of them, for any costs, damages
or other compensation in excess of an amount equivalent to the actual and reasonable
costs directly and demonstrably incurred by the Respondent in preparing its Response for
any matter relating directly or indirectly to this RFQ (including, without limitation, in the
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event that the Monitor rejects or disqualifies or for any other reason fails to accept a
Response, accepts a noncompliant Response or otherwise breaches, or fundamentally
breaches, the terms of this RFQ or any duties arising from this RFQ); and
(b) waives any Claim against the Monitor, the Governments or any of their respective
employees, directors, officers, advisors or representatives for any compensation of
whatsoever nature or kind, including, without limitation, for loss of anticipated profits,
loss of opportunity, indirect, incidental or consequential damages or losses if no contract
is entered into between the Respondent and the Monitor and/or the Governments (or any
of them) for any reason whatsoever, including, without limitation, in the event that the
Monitor rejects or disqualifies or for any other reason fails to accept a Response, accepts
a non-compliant Response or otherwise breaches, or fundamentally breaches, the terms of
this RFQ or any duties arising from this RFQ.
6.6 Conflict of Interest
Respondents must disclose to the Contact Person any potential conflicts of interest and existing
business relationships they may have with the Monitor, the Governments or any of their
representatives, including advisors to each of them, or any Restricted Party. The Monitor may
reject a Response from any Respondent that the Monitor judges, in its sole and absolute
discretion, would be in a conflict of interest if the Respondent is awarded the Agreements.
The following non-exhaustive list of parties (the "Restricted Parties") and any entity directly or
indirectly controlled by any of the Restricted Parties, and any advisors of any of the Restricted
Parties, are restricted from participating as a member of a Respondent's team:
• Alvarez & Marsal Canada Inc.;
• Canada;
• GNWT; and
• Fasken Martineau DuMoulin LLP (external legal advisors to A&M)
The above may not be an exhaustive list of Restricted Parties. Additional persons may be added
to the list at any stage of the Competitive Selection Process for purchase of the Assets and the
performance of the Cantung Work by issuance by the Monitor of an Addendum, as the Monitor
becomes aware of additional persons who should be restricted.
Fasken Martineau DuMoulin LLP is a Restricted Party. By submitting a Response, the
Respondent expressly consents to Fasken Martineau LLP continuing to represent A&M for all
matters in relation to this RFQ and the Competitive Selection Process, including any matter that
is adverse to the Respondent, despite any information of the Respondent and any solicitor-client
relationship that the Respondent may have had, or may have, with Fasken Martineau DuMoulin
LLP in relation to matters other than this RFQ and anything contemplated by the Competitive
Selection Process. This Section is not intended to waive any of the Respondent’s rights of
confidentiality or solicitor-client privilege. A&M reserves the right at any time to waive any
provision of this Section.
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6.7 Publicity
Respondents must not make any public releases or announcements or issue any advertising
pertaining to the purchase of the Assets or the performance of the Cantung Work or their
involvement with this RFQ. All media enquiries should be referred to the Contact Person.
6.8 No Collusion or Solicitation
By submitting a Response, the Respondent, for and on behalf of the Respondent and the
Respondent's team, represents and confirms to the Monitor that the Respondent has prepared its
Response without any connection, knowledge, comparison of figures, arrangement or collusion
with any other person or persons submitting or participating in the preparation of a Response.
Each Respondent may not make any representations, solicitations or other communication to any
director, officer (whether elected or appointed) or employee of the Monitor, the Governments or
to a Restricted Party, or to a member of the Evaluation Committee with respect to its Response,
either before or after submission of its Response, except as expressly provided in this RFQ. If
any representative of a Respondent communicates improperly contrary to this paragraph then the
Monitor may, in its discretion, regardless of the nature of the communication, reject the
Response submitted by the Respondent.
6.9 Access to Information and Protection of Personal Information
Respondents must be aware that the Monitor and the Governments are subject to applicable
access to information legislation and privacy legislation, which may include:
(a) Personal Information Protection Act (British Columbia);
(b) Personal Information Protection and Electronic Documents Act (Canada);
(c) Access to Information and Protection of Privacy Act (NWT);
(d) Access to Information and Protection of Privacy Act (Yukon);
(e) Privacy Act (Canada); and
(f) Access to Information Act (Canada).
Subject to all applicable access to information legislation, privacy legislation and this RFQ, the
Monitor and the Governments will endeavour to keep all Responses (and their contents)
confidential.
Each Respondent is responsible for compliance with all privacy legislation applicable to the
collection, use and disclosure of "personal information" (as defined in each applicable privacy
legislation), including the Acts set out above. If a Respondent includes personal information
(including resumes) in a Response, then by submitting a Response, a Respondent will be deemed
to represent to the Monitor and the Governments that the Respondent has obtained written
consent from the applicable individual(s), including the consent to the indirect collection of
personal information by the Monitor and the Governments, and that the personal information
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may be forwarded to the Monitor and the Governments for the purposes of responding to this
RFQ and may be used by the Monitor and the Governments for the purposes set out in this RFQ.
The Monitor reserves the right to require proof of such consent and to reject a Response if such
consent is not provided as required by applicable law.
7.0 DEFINITIONS
In this RFQ, unless the context requires otherwise:
“Addendum” has the meaning set out in Section 3.8;
“Agreements” has the meaning set out in Section 1.1;
“Assets” has the meaning set out in Section 1.1;
“Benefits” means:
(a) employment opportunities;
(b) training opportunities;
(c) business opportunities, including contracts and the provision of goods and services; and
(d) investment opportunities, including equity purchases;
“Canada” has the meaning set out in Section 1.1;
“Cantung Mine” has the meaning set out in Section 1.3(a);
“Cantung Work” has the meaning set out in Section 1.1;
“Claim” has the meaning set out in Section 6.5(a);
“Closing Time” has the meaning set out in Section 3.1;
“Competitive Selection Process” means the overall process for the selection of a Preferred
Proponent for the purchase of the Assets and the performance of the Cantung Work including,
but not limited to, this RFQ;
“Contact Person” has the meaning set out in Section 3.5;
“Court” has the meaning set out in Section 1.3(a);
“Data Room” has the meaning set out in Section 1.6;
“Delivery Address” has the meaning set out in Section 3.2;
“Evaluation Committee” has the meaning set out in Section 5.1;
“GNWT” has the meaning set out in Section 1.3(b);
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“Governments” has the meaning set out in Section 1.1;
“Indigenous Group” has the meaning set out in Section 1.4;
“Indigenous Group Firm” means an entity which complies with the legal requirements to carry
on business in the NWT or the Yukon and which is:
(a) a corporation with more than 50.0% of the corporation’s voting shares beneficially
owned by an Indigenous Group member(s);
(b) a co-operative controlled by an Indigenous Group member(s);
(c) a partnership in which at least 50.0% of the partnership units are owned or controlled by
an Indigenous Group member(s); or
(d) any other legal entity more than 50.0% owned or controlled by an Indigenous Group
member(s);
“Mactung Deposit” has the meaning set out in Section 1.3(b);
“Mandatory Submission Requirements” has the meaning set out in Section 4.2;
“Monitor” has the meaning set out in Section 1.1;
“MVLWB” has the meaning set out in Section 1.3(a);
“NATC” has the meaning set out in Section 1.1;
“NDA” has the meaning set out in Section 1.6(a);
“NWT” has the meaning set out in Section 1.3(a);
“Northern Business” means a business that meets some or all of the following criteria:
(a) the business employs NWT or Yukon resident(s);
(b) the business owns, for purposes directly related to the operation of the business, real
property in the NWT or the Yukon;
(c) the business operates a year-round, locally staffed office in the NWT or Yukon; and
(d) the business is owned, or is a corporation that is owned, 50% or more by NWT or Yukon
residents;
“Northern Resident” means a resident of the NWT or Yukon.
“Preferred Proponent” has the meaning set out in Section 1.1;
“Proposal” means a proposal submitted pursuant to the RFP;
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“Q&As” has the meaning set out in Section 3.6(b)(1);
“Reference Information” has the meaning set out in Section 3.9;
“Regulators” means any local, territorial or federal regulatory bodies as may be required to
permit, license or otherwise approve of any purchase or development of the Assets or any
management of environmental liabilities at the Cantung Mine, including any proposed
remediation plan for implementation of the Cantung Work pursuant to local, territorial or federal
legislation or regulation;
“Respondent” has the meaning set out in Section 1.2;
“Respondent’s Representative” has the meaning set out in Section 4.3(b);
“Response” has the meaning set out in Section 1.2;
“Restricted Parties” has the meaning set out in Section 6.6;
“RFEI” has the meaning set out in Section 1.1;
“RFP” has the meaning set out in Section 1.1;
“RFQ” has the meaning set out in Section 1.1;
“Security Deposit” has the meaning set out in Section 1.6(b);
“Shortlisted Proponents” has the meaning set out in Section 2.1 ;and
“WO3” means tungsten trioxide.
Any words or phrases defined elsewhere in this RFQ will have the particular meaning assigned
to such word or phrase.
Any capitalized words or phrases not defined in this RFQ will have the particular meaning
assigned to such words or phrases in the Appendices to this RFQ, issued Addenda, if any, and
issued Reference Information (including Q&As), if any.
Words importing the singular include the plural, and vice versa.
