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Camrose County and City of CamroseArea Structure Plan for Cargill LimitedNovember 2012

TABLE OF CONTENTSPAGE

1.0 INTRODUCTION ....................................................................................

.. 1

1.1 AMEC AUTHORIZATION ........................................................... 11.2 PURPOSE .............................................................................

....... 1

1.3 REGULATORY ANDPOLICY CONTEXT ..................................... 1

2.0 CARGILL CANOLACRUSHING PLANT.................................................. 3

2.1 ABOUT CARGILL ......................................................................... 32.2 DESCRIPTION OF THE FACILITY OPERATIONS ....................... 3

2.2.1 Plant Operations ................................................................ 32.2.2 Rail Operations .................................................................. 4

2.3 BENEFITS TO THE COMMUNITY ............................................... 5

3.0 DESCRIPTION OF LANDS PROPOSED FOR DEVELOPMENT ............. 6

3.1 PLANTSITE AND RAILYARD...................................................... 63.2 RAILSPUR CONNECTIONS TO CN AND CP MAINLINES......... 6

3.2.1 CN Rail Connection ........................................................... 63.2.2 CP Rail Connection ........................................................... 7

3.3 UTILITYEASEMENTS .................................................................. 73.3.1 Raw Water ........................................................................ 83.3.2 Potable Water ................................................................... 83.3.3 Wastewater Sewer ............................................................ 83.3.4 Power ................................................................................ 93.3.5 Natural Gas ....................................................................... 93.3.6 Cable ................................................................................. 9

4.0 CARGILL DEVELOPMENT PLAN ............................................................

4.1 EXISTING PHYSICAL SITE CHARACTERISTICS .......................4.1.1 Current Land Use and Vegetation .....................................4.1.2 Soil, Geology, Hydrogeology .............................................4.1.3 Surface Water ...................................................................

4.1.4 Built Features ....................................................................4.2 DEVELOPABLE AREA .................................................................4.3 GEOTECHNICAL ANDWATER TABLE CONDITIONS .............. ..

4.4 STORMWATER DRAINAGE PLAN ..............................................4.5 TRAFFIC IMPACT ASSESSMENT ...............................................

4.6 PLANTCOMPONENTS AND ENVIRONMENTALPROTECTION4.7 HISTORICAL RESOURCE PROTECTION ...........................

5.0 PHASED DEVELOPMENT PLAN FOR E ‘/224 AND25-046-20-W4

6.0 PUBLIC CONSULTATION ...............................................................7.0 CONCLUSIONS..............................................................................

8.0 CLOSURE .......................................................................................

Cavgillcnmms-ITasl11D0 coumv SUBMISSIONdoc): Page

amec‘9Camrose County and City of CamroseArea Structure Plan for Cargill LimitedNovember 2012

Figure 1:Figure 2:Figure 3:Figure 4:Figure 5:Figure 6:Figure 7:Figure 8:Figure 9:Figure 10:Figure 11:Figure 12:Figure 13:Figure 14:

Appendix A:

TABLE OF CONTENTS (CONT’D)

LIST OF FIGURES - (Located in Appendix A)

County Map Showing Regional Site LocationAerial Photograph of the Property and Surrounding LandsCounty Map Showing Local Site LocationLocation PlanTransportation PlanAccess Route for Spur to CN Rail LineProposed Closure of a Portion of TWP RD 464CP Rail Spur Crossings of Highway 13Water and Wastewater Services PlanPreliminary Alignment, Proposed Fortis Power LineConceptual Stormwater Runoff Management PlanNTS Map Showing Site LocationPlant Site LayoutExisting and Future Land Use Plan for E ‘/224 and Sec. 25-046-20-W4

LIST OF APPENDICES

Figures

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1.0 INTRODUCTION

1.1 AMEC AUTHORIZATION

Cargill Limited (Cargill) retained AMEC Environment & Infrastructure (AMEC) to prepare andsubmit this document on their behalf. The majority of the information related to the plantinfrastructure and operations were provided by Cargill.

1.2 PURPOSE

The primary purpose of the Cargill Area Structure Plan (ASP) is to provide Camrose County(County) and the City of Camrose (City) detailed information regarding the proposed greenfielddevelopment of a canola crushing plant (the Plant) and associated infrastructure. The ASPfocuses on describing how the Plant willbe constructed and operated within the current setting.Detailed information is provided regarding utilities, road and rail traffic changes and stormwatercontrol. Measures to mitigate the effect of the Plant on the physical and human environmentsare described as are the benefits the development willbring to the communities.

While efforts have been made to provide as much accurate information as possible, this ASPreflects the intentions of Cargill in constructing the Plant as of the date hereof. As planningprogresses, the final specifications of the Plant may be subject to alteration. Further, fina

lconstruction of the Plant will be subject to Cargill receiving all required internal and externalapprovals to proceed.

The ASP also provides preliminary concepts for other developments within the City and in amore generalized way for the lands within the County for the lands north of the proposed Cargillplant. The concepts described within the City lands are intended to provide a general planningframework. However, more detailed planning will be required for both City and County landsbeyond the Cargill development.

Allfigures referenced in this document are provided in Appendix A.

1.3 REGULATORY AND POLICY CONTEXT

The Plant and associated rail yard will be constructed within E‘/224-046-20-W4 (the Property)which lies within the County, less than one kilometre south of the City boundary, as illustratedon Figures 1 and 2. Two rail spurs are proposed to branch off of the Canadian Pacific main lin

e(along highway 13) and cross the highway in two locations east of the intersection ofHighway 13A (Camrose Drive) and Highway 13 into NE 1/4 Section 25-046-20-W4 located

within the City of Camrose through SE 1/4 Section 25-046-20-W4 located within the CamroseCounty to the Property. Another rail spur will connect the Property through SW24 andSE23-046-20-W4 to the Canadian National rail line.

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. gCamrose County and City of CamroseArea Structure Plan for Cargill LimitedNovember 2012

The Property and rail lines are within the area included within the Camrose IntermunicipalDevelopment Plan (IDP) adopted by the County and City in 2010. For this location, the IDPidentifies potential future land use as commercial/industrial but lies just outside of theCooperation Zone for lands directly adjacent to the City boundary.

The applicable policies withinthe IDP applicable to this project include the following

1. An ASP must be submitted and approved by County Council. In this case, as the projectalso requires services from the City of Camrose, the ASP willalso be submitted for approvalby City Council.

2. Industrial land uses may be allowed in rural areas if the development such as the oneproposed:

has all weather road access;ideally has rail access;has minimal impact on neighbouring farms and houses; andand pays all its own capital costs.

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3. At the discretion of the County, the development may be allowed on better agricultural land

4. The provisions of the Municipal Development Plan with respect to Rural Industry andCommerce willapply for matters not specifically included in the IDP. The key additional itemfor this project being that the development must have a confirmed water supply.

Area Structure Plans are described in the Municipal Government Act as a process intended toprovide a framework for subdividing and developing land. The plan must include the sequenceof development, the proposed land uses, density of population, transportation routes, utilitiesand any other matters the counci|(s) considers necessary.

This document is structured closely on the Camrose County Area Structure Plan Requirementsthat is similar to the City requirements. The specific elements include:

o detailed description of the lands proposed for development;o site development plan;0 intended form of ownership;0 utility providers and corridors related to the project;o site specific investigations;

o water table evaluation;0 developable area;o drainage considerations — stormwater management plan;0 geotechnical investigations;0 traffic impact assessment;

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0 environmental impact assessment; and0 historical resource protection.

o public consultation.

2.0 CARGILL CANOLACRUSHING PLANT

2.1 ABOUT CARGILL

Cargill Incorporated is an international producer and marketer of food, agricultural, financial and

industrial products and services. Founded in 1865, the privately held company employs 139,000

people in 65 countries. Subsidiary Cargill Limited is headquartered in Winnipeg, Manitoba and

employs over 8,000 people across Canada. The company had been recognized in The Globe

and Mail's Best Companies to Work For in Canada and was recently awarded the Canada’s Top

Employers for Young People award for 2011.

Cargill Limited is one of Canada’s largest merchandisers and processors. Their interests include

the processing of meat, eggs, malt and oilseed, and the manufacturing of livestock feed and

salt. In addition, they are involved in crop input product retailing, as well as grain handling,milling and merchandising. Cargill currently operates a grain handling facility in the County ninekilometers southeast of the City and an animal nutrition facility to the west of the City at the

junction of Highway 21 and Highway 13.

2.2 DESCRIPTION OF THE FACILITY OPERATIONS

2.2.1 Plant Operations

Cargill is proposing to construct a canola crush Plant in Camrose County southeast of the City

of Camrose as illustrated on Figure 3. The Plant will be constructed along Driedmeat LakeRoad and will receive the majority of canola seed by truck from local growers. New rail spurlines will connect the Plant to both the Canadian National (CN) rail line to the west and theCanadian Pacific (CP) rail line to the north. A rail yard capable of storing approximately 340 railcars will be constructed west and north of the Plant. The property will require rezoning from

agricultural to industrial land use which is in keeping with the IDP for the area. The proposedPlant location lies approximately six kilometres southeast of the Camrose Airport southernproperty boundary.

The plant will have the capacity initially to process up to 2,500 tonnes per day of canola seed.The initial annual crush volume is expected to be approximately 850,000 tonnes. The finishedproducts will include approximately 1,000 tonnes per day of crude canola oil — a food ingredient,and 1,500 tonnes per day of canola meal to be used for animal feed. A future expansion of theplant is contemplated to process us to 3,500 tonnes per day of canola seed with acorresponding increase in oil and meal production.

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The Plant will be connected to the City of Camrose raw water and wastewater system. Therewillalso be a potable water connection to the County water line. Modern environmental controlsystems are an integral part of the plant design to minimize air emissions, odour, noise anddusts.

When the canola seed arrives at the facility, it is weighed, cleaned, dried and preheated toapproximately 80 °C. The canola seed is flaked in a series of roller mills and conditioned in acooker. Oil is first pressed out of the flaked conditioned seed by means of screw presses knownas expellers. The oil removed by this pre-pressing step is sent to a settling tank to removeentrained solids, decanted for further clarification, degummed and dried.

The prepressed solids, known as press cake, are washed by a series of countercurrent solid-

solvent (commercial n-hexane) washers in a shallow-bed extractor to remove the remaining oil.The press cake (canola meal) goes to the desolventizer-toaster to remove hexane by steam and

to toast the meal to deactivate enzymes. Lastly the meal is sifted to obtain a product of uniform

size. Meanwhile, the solvent oil mixture (miscella) from the extractor is separated using amultiple-stage distillation process to produce oil with less than 100 ppm of residual hexane.Gums and fatty acids (FFA’s) are removed and the oil is dried.

The final products are canola meal and crude canola oil (approximately two-thirds directly frompre-pressing and one-third from solvent extraction). The crude canola oil produced will betransported offsite to be further refined for food grade use. The canola meal is then pressed

into a pelletized form for easy shipping.

Cargill will apply to Alberta Environment and Sustainable Resource Development (AESRD) foran approval to construct, operate and reclaim the Plant under the Environmental Protection and

Enhancement Act (EPEA) and the Water Act. A high level of environmental stewardship willbedocumented by monitoring, reporting and inspection.

2.2.2 Rail Operations

Rail operations willconsist of the following elements.

1. A relatively small portion (likely less than 5 %) of the canola seed willarrive to the Plant by

rail. No incoming raw materials, chemicals or products are anticipated to be shipped to thePlant by rail.

2. Empty rail car trains will be stored in the rail yard and will be moved to the loading tracks asneeded. Long term storage for out of service rail cars is not contemplated.

3. Rail cars will be periodically loaded with canola oil and pelleted canola meal on every day

the Plant is operating. Cars may be loaded at any time of the day.

4. Loaded cars willbe marshaled in the rail yard until a full train is compiled

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5. Full trains, both empty and loaded willmove from the rail yard to either the ON or CP mainlines. On average, there would be approximately 10 total train movements per week on theCN and CP spur lines for the servicing of the Plant. The split each week for CN and CP willvary. For each of 8 road crossings, 7 would be a smaller number of cars and takeapproximately 3 minutes and three would take 5 to 8 minutes for a full train. Section 4.5 ofthis document describes rail movements in more detail.

6. Rail car loading and train movements will decrease during maintenance periods.

2.3 BENEFITS TO THE COMMUNITY

The project will require a large capital investment with approximately 800,000 man hours ofemployment to construct the Plant and rail yard. Approximately 50 permanent full time positionsand as many or more indirect jobs will be required to operate and maintain the facility. Thetypes ofjobs created would consist of the following positions.

Cargill0 Plant Manager;o Production Supervisors — Engineers;o Boiler Supervisors;- Production Operators/technicians — Grade 12 education Prefer an

agricultural/manufacturing background;0 Maintenance — Journeymen and Apprentice Millwrights;o Commercial/Logistics; and0 Administration, /environment, health and safety / laboratory.

Third Party0 Contract Electricians;- Contract Pipefitters;o Truck Drivers;- Uniforms for employees;0 Snow removal services;0 Trash Removal; ando Landscaping, weed control

The development is expected to result in an increase in home ownership within the County andCity. Cargill and I or their contractors will also utilize local suppliers where practical during theconstruction phases of the work.

The Plant willalso service canola growers within a wide radius of up to 200 km and is expectedto result in higher prices paid for crush grade seed. The unused portions of Cargill lands inSections 24 and SE 25 willremain in wetland or agriculture with canola planted on a sustainablerotation. Lands to the north of the Property where just rail lines are currently contemplated may

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.33‘Camrose County and City of CamroseArea Structure Plan for Cargill LimitedNovember 2012

in the future be subdivided and redistricted in accordance with proposed land uses described inSection 5 of this document.

3.0 DESCRIPTION OF LANDS PROPOSED FOR DEVELOPMENT

3.1 PLANT SITE AND RAILYARD

Cargill has signed an agreement to purchase the EV: 24 from the current landowners subject toconditions such as their ability to obtain all of the necessary permits, licenses and approvals.This Property consists of approximately 129.4 hectares and is in agricultural land use with notemporary or permanent residences. As illustrated on Figure 3, there are approximately 22 ruralresidences within 1,600 m of the Plant. The nearest residences to the Plant are located in SWand NW24 approximately 500 m west and 700 m northwest respectively.

Figure 4 illustrates the proposed development within E‘/224, with the following key elements

a the Plant will be located in the northwest portion of SE24;0 an access road willconnect the Plant to Driedmeat Lake Road to the east:o loading tracks will be located adjacent to the west and north of the Plant with capacity for

approximately 140 rail cars;a a rail yard for short term storage of approximately 340 rail cars willbe located west of the

loading tracks; anda spur lines extend off the Property to the west and north to connect the rail yard to both

the CN and CP rail lines.

3.2 RAIL SPUR CONNECTIONS TO CN AND CP MAIN LINES

CP has advised Cargill that they will design, build and maintain the two rail spurs and signalsfrom their line to the southwest boundary of the Highway 13 right of way. CN willbuild the spurline and connection within their right of way. Cargill will design (to CN and CP standards), buildand maintain the remaining rail infrastructure.

The railroads have advised that no Canadian Federal approvals are required for the Cargillowned rail tracks, or for the short portions of new track that they willconstruct and own.

3.2.1 CN Rail Connection

As illustrated on Figure 5, the rail spur line connecting the Plant railyard to the CN line willextend west from the Plant approximately 800 m along the south boundary of

SW 24-046-20-W4 across Gravel Pit Road (Range Road 201) and approximately 50 m acrossSE 23-046-20-W4. Two rail manifest tracks for short term storage of up to 50 mixed rail cartypes willbe constructed parallel to the spur line in SW 24.

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amec‘9Camrose County and City of CamroseArea Structure Plan for Cargill LimitedNovember 2012

As illustrated on Figure 6, Cargill has signed an agreement with the current landowners topurchase a 0.56 ha parcel in SE 23-046-20—W4and an adjacent 0.79 ha parcel in NE 14-046-20-W4 to accommodate the rail spur connection to the CN line. The current landowners havealso agreed to sell land to Cargill for the rail spur along the southern property line of SW 24.

3.2.2 CP Rail Connection

As illustrated on Figure 5, the rail spur line connecting the Plant railyard to the CP line willextend north from the Plant across Township Road 464. approximately 1,600 m along the westboundary of E‘/225-046-20-W4 with the track splitting to join the CP line in NE25 and in SE 36-046-20-W4. Two rail manifest tracks for short term storage of up to 50 mixed rail car types will

be constructed parallel to the spur line in E‘/225

An agreement has been signed with the current landowners for Cargill to purchase lands that

would provided access to the CP rail line across E ‘/2 25. Cargill will request a closure ofTownship Road 464 as illustrated on Figure 7 to reduce the number of road crossings required

and because this is a relatively low volume of traffic road. The closure will allow for theconstruction of a rail yard that can hold a full unit train. This willmean that building a unit trainon CP tracks will not be required which would have blocked traffic either in the City or on themain line. The Road Closure application will be submitted concurrently with the ASP forapproval. Ifdenied, the road will remain open and a crossing developed.

As illustrated on Figure 8, the two rail spur connections to the CP line will result in two crossings

of Highway 13 and a relocation of the CP mainline track a few metres to the northeast. Thecrossing willnot be in use at the same time as they are intended for rail movements in differentdirections on the CP tracks as described in more detail in Section 4.5 of this document. Any

lands acquired to relocate the track will be consolidated into the federally regulated CP right ofway.

3.3 UTILITYEASEMENTS

This section of the document presents an overview of the infrastructure required to provide

water and wastewater service to the Plant. The key existing and proposed water and

wastewater infrastructure is depicted in Figure 9. A Water and Wastewater Servicing Report will

be prepared and submitted to the City for approval. Power, natural gas and telephone/cable

services have not yet been fully determined.

At this time, no formal servicing agreements have been signed with provider municipalities orutility companies. However, available information is provided in the following sections. Figure9, illustrates the approximate location of the expected water and wastewater utilityeasements toand from the Plant.

The water and wastewater lines would be installed in steel casings under the rail tracks and

installed by directional drilling under all County and City roads.

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3.3.1 Raw Water

Based on discussions with the City, Cargill intends to construct a water supply pipeline thatwould connect to the City 600 mm raw water line that lies in a right of way parallel to the east ofthe CN line approximately one kilometer west of the Plant. The connection point for a raw waterline to the Plant would be adjacent to Gavel Pit Rd. (RR201) on the south side of the CNRtracks and would extend approximately 900 m to the Plant.

It is expected that the easement to the Plant will lie parallel to the north of the spur line to theCN mainline. Average daily water demands for the processing plant during normal operationsare expected to be approximately 800 m3 initially and up to 1,100 m3should the Plant beexpanded in the future. Approximately 50 % of the water will be returned to the City and oncefully treated, released back to the watershed.

Crossing permit submissions will be prepared for the water and wastewater lines and sent toCNR and both municipalities for their approval.

3.3.2 Potable Water

Based on discussions with the City and County, Cargill intends to construct a potable waterservice that would connect to the County 200 mm water line to Ohaton in SE 25, adjacent to thenorth of the Property. The connection point for the 100 mm potable water line would beadjacent to the County’s Pumphouse located on Twp. Rd. 464 north of the plant. The new waterline would be located on the east side of the north rail line and would extend approximately900 m to the Plant.

An easement across Range Road 464 willbe required. Average daily potable water demandsduring normal operations are expected to be approximately 10 m3. The water would be usedexclusively for potable purposes and none would used by processing or other needs within theplant itself.

3.3.3 wastewater Sewer

Based on discussions with the City, Cargill intends to construct a wastewater sewer forcemainthat would connect to the City wastewater treatment plant approximately 3.5 km west in E‘/222-046-20-W4. It is expected that the easement will lie parallel to the north of the spur line to theCN mainline and then extend primarily due west to the treatment plant. A lift station wouldpump the wastewater through a forcemain located adjacent to the proposed rail spur from thePlant to the CN tracks and then in the County road ditch to the treatment plant connection point.

Average daily wastewater production for the processing Plant during normal operations isexpected to be approximately 400 m3for the initial development and up to 600 m3if the Plant isexpanded. Pretreatment of the process wastewater will be completed at the Plant to meet theCity sewer bylaw and the servicing agreement. Treated water is returned by the City to theBattle River watershed.

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Sanitary wastes from the Plant willbe tied into the same forcemain downstream of the treatedprocess wastewater.

3.3.4 Power

The Plant will require a 25 kV power service which will be provided by Fortis Alberta (Fortis)which currently has above ground power lines for residential service along Range Road 464adjacent to the north of the Property. The route for the new power service has not yet beencertainly determined, but will likely originate from the Fortis substation in SW 06-47-19-W4 andfollow existing road allowances and then south on the east side of Driedmeat Lake Road. Thepower line is expected to cross major roadways and the CP rail line in subsurface boringsas illustrated on Figure 10. Alternate substation connections and routes are also beingconsidered.

Cargill is considering co-generating power as part of their steam and boiler system.

3.3.5 Natural Gas

An Ankerton Gas Coop natural gas line for residential service crosses SE 24 from east to west.This line may require relocation and / or protection prior to Plant and railyard construction.

The Plant will require a natural gas service capable of providing up to 4,000 m3 / hr.TransCanada Corporation owns and operates high pressure gas lines approximately 3 km southof the Plant that are expected to provide the service required. The details on the line ownership,routing and easements are not yet confirmed.

3.3.6 Cable

The Plant will require telephone and high speed internet connection. The route of the newcable/telephone service has not yet been determined but will likely utilize power poles.

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4.0 CARGILL DEVELOPMENT PLAN

4.1 EXISTING PHYSICAL SITE CHARACTERISTICS

4.1.1 Current Land Use and Vegetation

As illustrated on Figure 2, the majority of the Site and directly adjacent lands are underagricultural production. In 2012, the Site was planted to canola and grain, except a few areastoo wet to cultivate, and a small treed area near the boundary between NE and SE 24.Figure 10 is based on a 2011 aerial photograph that illustrates the Property and includes 2010LiDar bare earth topographic data. Due to the wet spring in 2011, fewer acres were undercultivation than typical in NE24 as equipment access was limited to the best drained areas.

4.1.2 Soil, Geology, Hydrogeology

The majority of the Plant site and surrounding lands have soils classified as black solenetzicwith the Camrose Loam as the most common subtype (Bowser, et al, 1962: Soil Survey of theEdmonton Sheet, Canada Department of Agriculture). This soil type, developed on glacial till,may contain significant stones and have a saline C horizon. These soils typically have a landcapability for agriculture rating of Class IIwith moderate limitations that may restrict the range ofcrops or require some conservation practices.

Surficial deposits below the agricultural soil horizon are reported to consist of glacial till(Shetson, 1990: Surficial Geology of Central A|berta).The uppermost bedrock below the Site is

composed of deltaic and fluvial fine grained sandstone, siltstone and shale of the HorseshoeCanyon Formation. Groundwater yields in the area of the Site are typically relatively low withdry water testholes not uncommon. Chemistry data from the upper bedrock identifies totaldissolved solids above 1,000 mg/L and sodium above 200 mg/L. Shallow and regionalgroundwater flow is expected to be south towards the Battle River (Hydrogeologic ConsultantsLimited (HCL), 2005: County of Camrose Regional Groundwater Assessment).

The depth to groundwater is expected to vary seasonally with shallow water tables mostcommon in areas where water seasonally ponds.

Additional site specific information will be obtained during a two week geotechnical drillingprogram currently planned for the later part of September 2012.

4.1.3 Surface Water

Two ephemeral drainage ways arise in Section 25 to the north of the Site and enter the Propertyvia culverts under TWP Road 464 as illustrated on Figure 11. The drainageways join and crossNE 24 from north to south where it then turns sharply east and crosses through a culvert underDriedmeat Lake Road. Two other culverts under Driedmeat Lake Road are present in NE 24and SE 24, the latter of which connects a small slough that was severed by the roadway.

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A second smaller poorly defined drainageway or draw arises in SW 24 and drains from north tosouth across the southwest corner of SE 24 and into a semi-permanent slough wetland in thenorthwest portion of NE 13. Based on historical air photos, virtually the entirety of SE 24 iscultivated and cropped in drier years.

A small high point of land is present in NE 25 from which runoff from the northern half of thisproperty southwest of Highway 13 flows northward to the highway ditch. Flow in the ditchappears to be both northwest into a small water body and southeast following local terrain.

Surface waters in this area all eventually drain south to the Battle River and Driedmeat Lakeapproximately 7 km southwest at the closest point to the Site. Camrose Creek liesapproximately 5 km west of the Site which also drains into Driedmeat Lake. Figure 12 is basedon National Topographic Services mapping and illustrates topography and drainage patternsbetween the Site and the Battle River valley. This map does not identify any drainage waywithin the Property.

4.1.4 Built Features

There are currently no buildings on the Plant site and a review of historical air photos datingback to 1949 indicates that no permanent structures have been present since that time. CountyTownship Road 464 road forms the northern boundary and Driedmeat Lake Road lies adjacentto the east.

4.2 DEVELOPABLE AREA

Approximately 20 ha of the 129.4 ha Property are intended for development. This includesapproximately:

o 12 ha for the Plant;o approximately 1 ha for stormwater pond(s);o 1 ha for the access road to Driedmeat Lake Road; ando 7 ha for the railyard and spur lines in E ‘/224.

At this time, the remainder of the Property will remain in agricultural use growing canola inrotation with other crops.

Approximately 3 ha willbe developed for spur line and manifest tracks to the CN line to the westand 7 ha for the railyard, manifest tracks and the spur lines to the CP line to the north. Actualareas disturbed may vary depending on the amount of earthworks required to grade the trackalignments.

Properties within the footprint of the project willrequire redistricting from agricultural land use to

industrial.

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4.3 GEOTECHNICALAND WATER TABLE CONDITIONS

A geotechnical investigation of the Property has been undertaken on the Property.Approximately 80 boreholes were completed in the area of the Plant, railyard, spur lines andaccess road to provide subsurface information for foundation, rail bed and roadbed design.Standpipes willbe installed in some boreholes to allow water levels to be measured. Based onaerial photograph interpretation, the depth to the water table will be relatively shallow in lowerlying portions of the Property; however this is not expected to materially affect the developmentof the property for industrial use.

A geotechnical report is expected to be completed by mid November. The drilling programconfirmed regional mapping of the surficial deposits typical to the area. Below approximately0.3 m of topsoil, more than 10 m of glacial till was intersected at all deep drill sites and morethan 25 m at the Plant site where weathered shale was intersected at 26 to 27 m belowground. The till contained relatively infrequent sand units that do not appear to be laterallycontinuous over large distances. Preliminary findings indicate relatively good ground conditionsrelative to construction requirements. Once finalized, a copy of this report will be provided toeach municipality.

4.4 STORMWATER DRAINAGE PLAN

This section of the document presents an overview of the infrastructure required to providestormwater drainage and runoff management to the Plant. The key existing and proposedconceptual drainage patterns and infrastructure for the Plant are depicted in Figure 11.

AESRD guidelines and standards will be used to determine the control area requiringstormwater management, the storm runoff volumes that will require storage and the design ofthe storage pond. This information will be submitted to AESRD, with the application for anApproval under EPEA. Any existing wetlands that are affected by the project will be assessedand a wetlands compensation submission prepared for approval by the Province under theWater Act. Compensation can include replacement constructed wetlands at the agreed tocompensation ratio or cash payment to an accredited agency who will use the funds towardsrestoring wetlands or constructing new ones.

Conceptually, the runoff management system will include ditches, culverts and berms to containthe runoff from the Plant and rail yard onsite and direct the flows to one and possibly two linedstorage ponds with control gates on their outlet(s). The quality of the runoff stored in the pond(s)would be tested and only released into the downstream wetland and drainage course if thestipulated quality parameters are met.

The natural drainage pattern is from north to south along the drainage course through the Siteand then crossing under Driedmeat Lake Road via an 800 mm culvert. From this point, thenatural drainage pattern follows a network of wetlands interconnected with by an unnamedcreek that eventually drains in to Driedmeat Lake to the south. Based on the intermittent

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expression of a defined channel, the Crown is not expected to claim this offsite drainageway. Assuch, drainage easements may be required to protect the flow path to Driedmeat Lake.

As illustrated on Figure 11, a storage pond could possibly be located on the north side of theaccess road near the existing drainage course to the 800 mm culvert under Driedmeat Lake Rd.One or more additional ponds may also be required once detailed design is completed. Otherthan for the Highway 13 and CP rights of way, most of the runoff from the rail development fromthe north will drain south. Runoff patterns and volumes within the rights of way are notexpected to change significantly. Runoff from the rail yard in SW24 willdrain to the east.

4.5 TRAFFIC IMPACT ASSESSMENT

This section of the document presents an overview of the rail facilities and road improvementsand closures required to provide transportation service to the Plant. The key existing andproposed transportation infrastructure is depicted in Figure 5. Cargill is responsible for roadaccess and intersection upgrading and the rail infrastructure to be constructed inside theirdevelopment boundaries. CP Rail and CN Rail are planning, designing, and constructing railcrossings of Hwy. 13 and Gravel Pit Road (RR 201) and will be addressing traffic impacts oftheir rail infrastructure on these roads in separate submissions to approving authorities.

A Traffic Impact Assessment and Report will be prepared in accordance with AlbertaTransportation (AT), Transport Canada, Canadian Transportation Agency (CTA), CPR, andCNR guidelines and submitted for approval in the nearfuture.

Road Network Evaluation

Based on detailed analyses by Cargill, approximately 50% the canola will be coming from farms

northwest of Camrose and 50% from southeast of Camrose. The canola will be hauled by farm

trucks to Cargil|’s local receiving terminals. From these terminals, Super B (WB23) trucks willbe

directed to take the designated route to the plant along Highways 13 and 56. From thenortheast, they would use the Hwy. 13 and Hwy. 13A (Camrose Drive) route on the south sideof Camrose. From the southeast, they would use Hwy 56 and Hwy. 13. From the intersection ofHwy. 13 and Driedmeat Lake Rd. (RR200), the Super B trucks will be directed to use a shortsection of a service (frontage) road and an internal plant access road adjacent to the Rail yards

and tracks (illustrated on Figure 5). The exact location and of the intersection of the plantaccess road and Driedmeat Lake Rd. will be determined based on the design of the newinterchange at Highway 13 and input from the City. Only a few trucks would use routes from the

south or haul canola directly to the plant rather than to a terminal.

Cargill estimates 80-100 super B trucks per day initially to haul the canola seed from thereceiving terminals to the Plant. There would be approximately 120 to 140 trucks per day shouldthe Plant be expanded. Under normal operations, deliveries will take place from Monday toFriday from 7 AM to 7 PM. Other traffic would include courier service and approximately 35 staffor visitor vehicles daily, and up to five covered van or truck deliveries weekly. During the typical

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annual three week maintenance periods, and additional 20 to 30 vehicles would travel daily toand from the Plant.

In preliminary discussions with Camrose County, key County roads were identified as alreadybeing included in existing upgrade plans to accommodate maximum or full load capacity.Driedmeat Lake Rd. is presently paved with a 75% road ban and is one of the roads identified inexisting County plans to receive such upgraded paving. The County is also planning to create abypass route from Highway 21 to Highway 56 that would lie 2,000 m south of the access roadinto the Plant. The key intersections along Hwy. 13, 13A (Camrose Dr.), and 56 will bereviewed during completion of the Traffic Impact Assessment to determine if any upgrading isrequired to accommodate the large super B trucks and the rail crossings of Highway 13. Theportion of Driedmeat Lake Road between the access road and the new bypass would also needupgrading to allow truck traffic.

The expected capture zone for canola seed by truck would be from all compass directions.However, relatively little canola is grown west of Highway 2. Under normal operations relativelylittlecanola seed willbe delivered by rail. If seed is delivered by this method, it would typicallybe in the summer months and may include one unit train movement per week or two to foursmaller deliveries.

Another road access to the Plant will be required from Driedmeat Lake Rd for staff, visitor, andsmaller truck deliveries. The intersection and road will be designed and improved toaccommodate the turning movements and increased number of the large super B trucks andother Plant traffic.

Rail Crossings of County Roads and Highway 13

The new rail tracks to the north will cross Twp. Rd. 464 and a 200 mm water line to Ohaton andbe in close proximity to the County’s Water Pumphouse. The closure of Twp. Rd. 464 isproposed to avoid another road crossing. Access to the County's Pumphouse would still bemaintained from the west.

Rail service will be provided from the CN tracks located southwest of the Plant site. The singlerail connection to the CN tracks will require a new un-signalized crossing of Gravel Pit Rd.(RR201) just north of the existing crossing. Cargill will store smaller deliveries for customersranging from approximately 3 to 25 cars on manifest tracks in SW24.

The proposed connection to the CP tracks to the north willrequire 2 new signalized crossings ofHwy. 13 just southeast of the Hwy. 13A (Camrose Dr.) intersection in the City of Camrose. Thetwo spur line crossings of Highway 13 are required to allow efficient movement of empty and fullrail cars in both directions on the CP Mainline without lengthy delays for Highway 13 traffic and /or north — south roadways with the City of Camrose to the east. Empty rail cars willtypically bedelivered as unit trains of 110-120 cars. Cargill willalso store smaller deliveries for customersranging from approximately 3 to 25 cars on manifest tracks in NE25. If a full unit train ormanifest delivery is ready at the same time as empty car delivery, then the locomotives willhook

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Camrose County and City of CamroseArea Structure Plan for Cargill LimitedNovember2012

up and transport those cars on the same day. Otherwise the locomotives may leave withoutcars attached. The intent of the CP operating plan is to minimize traffic delays due to trainmovements on both Highway 13 and within the City of Camrose as well as on the CP main linewhich serves many other customers.

CP/CN unit trains will be pulled as they are completely built. The empty cars will be returneddirectly to the plant as they return from their destination. The pulling of loaded trains andreturning of empty cars may or may not be in sequence. When the train is completed, the

railroadwillsend locomotives from Edmonton for CN and Red Deer for CP. Ifthat railroad doesnot have an empty train to return, they would send solo locomotives to Cargill to connect to the

train and proceed directly out of the plant. If they bring empty cars, they will set these empty

cars on one of the unit train spurs, disconnect and then connect to the loaded train. Ifthey haveempty cars but no loaded train to pull, they willset the empty train on one of the unit train spurs

and then return to their respective yard.

There will be roughly one loaded train per week that will be pulled when completed and thus

there is no set time for this. Roughly twice per week a train of empty cars will be returned to the

plant. Both railroads will bring them directly so this also is not on a regular schedule.Assuming a roughly 50 I 50 split between the CN and CP (Cargill is in negotiations with both to

determine share for each), this would imply a full unit crossing Highway 13 every other week

and a train of empties returning every other week. They could be coincidental or at different

times as determined by the railroads. Unit trains will represent about 50% of the total freight.Cargill intends to construct sufficient internal tracks that neither CN nor CP will need to do any

switching, stopping or manipulation of cars outside the plant. They will basically grab and go

thus minimizing the time crossing Highway 13, going through the city of Camrose or crossing

Gravel Pit Road.

The manifest service willconsist of roughly 3 to 25 car packets. This will consist of both meal

cars and oil cars. As neither railroad has a yard in Camrose, both would use their regular

scheduled trains to service the plant. There are two manifest tracks of 23 cars for the CN and

two manifest tracks of 25 cars for CP that will be used to assemble shipments. The rail roadwould break their train, enter the plant, drop empties on one of these tracks and then pull theassembled cars from the other track. CN service is simpler as they willtravel down the Allianceline and service the plant.

The CP service is a bit more difficult to describe. In addition to the two spur entry tracks, CP isintending to build a second spur parallel to their main line to the northeast. Both east and west

bound trains on the CP will stop on their main line to the east between Driedmeat Lake Road

and Legacy. They will break the train and then enter the plant. If the train is east bound, they

will enter on the east crossing and then connect to our cars. They would then exit on the westcrossing to enter their main line. They would then back our cars easterly to connect to thetrain. They will then use the parallel spur to move the locomotive to the front of the train andthen depart to the east. If the train is west bound, they will break the train in roughly the samelocation, enter the plant from the east, exit on the west crossing and then back down to connectto the train and depart. By doing it this way, two crossings are required so as to not block roads

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15"Camrose County and City of CamroseArea Structure Plan for Cargill LimitedNovember 2012

5. Noise Mitigation:

0 both process buildings willbe enclosed;o steam vents willbe equipped with silencers;o the Plant will be located a minimum of 30 meters from property lines with the intent for

noise at night not to exceed 40 dba (quiet library) at property lines;o rail yard train connections may periodically exceed 40 dba, however, rail loading will be

completed inside the load out structure that will reduce noise levels;o there will be traffic control for trucks I rail cars entering and leaving site with seed

receiving by trucks during the Plant business hours of 7 AM to 7 PM, 5 days per week;and

o screening berms will be utilized.

6. Light minimization - off site nighttime light will be minimized by a setback of approximately250 meters from property lines and the use of screening berms.

7. Storage Tank Containment Methods include the following

0 Liquid crude oil tanks will be arranged to have concrete spill containment basins or willbe located in depressed areas with clay or fabric liners. Valves will be included forrelease of non contaminated rain water.

0 Hexane will be stored in a double walled underground storage tank with continuousinterstitial monitoring.

8. As required by Alberta Environment, surface runoff will be controlled by ditching withtemporary pond(s) storage. Stored water willbe tested prior to release to the watershed.

9. Equipment inspection and maintenance programs will be part of normal operations

10. Monitoring /testing programs to demonstrate environmental compliance are typicalrequirements of an AESRD approval. Hexane has been identified as a primary substance ofconcern with respect to protection of surface water, groundwater and soil. Annual reportswill be part of the public record.

11. An Emergency Response Plan willbe developed in conjunction with the City and County of

Camrose.

12. Fire protection, policing, solid waste management, emergency rescue response and othernecessary services will be provided through agreements with the municipalities.

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4.7 HISTORICAL RESOURCE PROTECTION

Historic Resources are protected by the Alberta Historic Resources Act (HRA). The Listing ofHistoric Resources (‘Listing’) identifies lands that contain or are believed to contain historicresources. The “Listing" must be consulted for all developments requiring conservation andreclamation approval by Alberta Environment and is also a requirement of the Camrose Countypolicy concerning the content of an Area Structure Plan. If the development includes lands thatare on the "Listing",then an application for HRA clearance is required.

AMEC screened the lands slated for development of the proposed Plant and rail infrastructureusing the current “Listing” (Sept 2012). The development does not include any HRA listed lands.The lands screened are NE25, SE 25, NE24, SE 24, SW 24 and SE 23, all 46-20 W4M.Therefore the applicant does not need to apply for HRA clearance or undertake further HistoricResource management; with the following condition:

1. Pursuant to Section 31 of the Historical Resources Act, should any historic resources beencountered during the conduct of any excavation activity, the Ministry of Alberta Cultureand Community Spirit (or said representative) is to be contacted immediately.

5.0 PHASED DEVELOPMENT PLAN FOR E ‘/224 AND 25-046-20-W4

Phase 1 — Cargill Development

The preceding sections have discussed in detail the plans for the development of the CargillPlant and associated rail infrastructure. The development is proposed to begin in 2013 withPlant start-up in the third quarter of 2014.

Phase 2 — Future Development in N‘/225-046-20-W4

To show a logical progression for development in the affected area that is in-line with City andCounty plans / expectations, this ASP is also intended to demonstrate that lands within NV:25-046-20-W4 are not being sterilized and there is ability for growth and development. Currently,the lands surrounding the proposed Cargill development are zoned agricultural. The land thatlies adjacent to the north of the proposed Cargill Plant is shown in Figure 14 which illustrates:

o the proposed Cargill Plant in E% 24-046- 20 W4;o the boundary of near — medium term land use area of interest that includes all of Section

25 that lies southwest of Highway 13;o the northern half of Section 25 lies within City limits;

0 the southern half of Section 25 within the County; ando the current zoning of agricultural land use and the future plan for industrial / commercial

land use.

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luv.”Camrose County and City of CamroseArea Structure Plan for Cargill LimitedNovember 2012

The City of Camrose Municipal Development Plan 2011 (August 2011) (MDP) identifies thenorthern half of Section 25 as currently zoned for agricultural land use. The future generalizedconcept land use [Map 2] identifies the portion of the NV: 25 that lies with City boundaries asdesirable for future industrial land use. The policy further states that an ASP that identifiescommercial development withinan industrial area will not require an amendment to the MDP.

Other than the rail connection from the Plant to the CP rail line in NE25, no other specificdevelopments within NV:25 are planned as part of the Cargill development. However, the lands areconsidered to be suitable for future industrial and commercial land use including:

o as approved by CP Rail, additional spur line construction to service other industries withconnection(s) occurring in a manner not to increase the number of spurs crossing

Highway 13;0 construction of a service road that connects NE and NW 25 parallel to the highway that

would potentially reduce the number of intersections with Camrose Drive and Highway13 — however, rail movements would take precedence over vehicle traffic;

0 subdivision into industrial lots; ando subdivision into commercial lots that are most likely desirable along Camrose Drive and

Highway 13.

Cargill currently has no intention to develop the portion of NE25 not required for rail movementsor drainage works. Similarly, there is no intention or plan to develop any portion what so ever ofNW25. However, Cargill may decide that the southeast portion of NE 25 not required for rail ordrainage purposes could be subdivided and sold for development. Based on current rail design,approximately 25 ha may be deemed surplus land in the future. Figure 14 illustrates thepossible location of a service road that could connect NW and NE 25.

More detailed planning for NW25 and any lands in NE25 deemed surplus and sold by Cargill willbe required in the future. This planning would include determining the number of developable

lots, allocation and location of sub-areas to be zoned commercial and industrial, roadways,utility servicing, drainage, traffic patterns and other relevant information. This can beaccomplished with an amendment to this ASP, or stand alone ASPs for each quarter section asdeemed appropriate by the City of Camrose.

Phase 3 — Future Development in S‘/225-046-20-W4

S‘/225 lies within the County and is currently zoned agricultural. The IDP for the area identifiesthis property as within the Cooperation Zone where the City is expected to grow. The plan isintended to contemplate, coordinate with, and ultimately not impede, interfere or conflict with theCity’s growth into this area. The policy excludes Permitted Uses in Agricultural District of CountyLand Use Bylaw, first parcel subdivisions, natural split subdivisions, and 80 acre split subdivisions,as defined by the County Municipal Development Plan. Surrounding lands in the City or in the IDPare also within the Cooperation Zone and / or are slated for future industrial / commercialdevelopment.

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Camrose County and City of CamroseArea StructurePlan for Cargill LimitedNovember2012

The land occupied by the rail yard in SE25 will be a discretionary land use in agricultural district.The remaining lands in S‘/2 25 will remain in agricultural land use until such time as another ASP iscontemplated with more details regarding future development plans.

6.0 PUBLIC CONSULTATION

Cargill intends to complete the following public consultation steps.

1. Prior to public announcement of the project, direct face to face contact if possible, or contactby telephone will be made by Cargill to all property owners within 1,600 m of the Propertyand rail spurs.

3. Information regarding the proposed development will also be mailed out by the County toresidents beyond 1,600 m from the Property where there may be interest due to changes intransportation.

4. Cargill will participate in County Week with a public presentation to be made on25 October 2012.

5. A public hearing will be held by both County and City Councils to review the ASP

6. Public notifications willbe made as part of the AESRD approval processes under the EPEAand the Water Act.

F:\ENV\PROJEGTSlEES1D00\200«150\EE3I10? - C-mlllc-mm:-\Tul(1D0 coum-v SUBMISSIONdocx Page 20

2. Open Houses will be held in the afternoon / evening in late October to provid informationabout the proposed development, the Area Structure Plan elements, the jobs and other

benefits to the communiti 3. separate Open House willbe held for the County residentsand City residents.

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7.0 CONCLUSIONS

Cargill has an excellent track record locally, regionally and internationally as high qualityemployer. producer and supplier. Approximately 8,000 people are employed by Cargill acrossCanada.

Cargill proposes to construct and operate a state of the art canola crushing plant and railyard inE‘/224-O46-20-W4. The project willcreate approximately 50 full time jobs at the Plant and 50 to75 secondary jobs providing services. Contracting producers to grow specialty canola varietiesand demand for canola seed willbenefit the agriculture industry.

The majority of canola seed will be trucked to the Plant. Crude canola oil intended for foodgrade use will be produced. Pelletized canola meal will produced for animal feed. Theseproducts will be loaded into rail cars with spur line connections to both the CN and CP railsystems. A traffic impact assessment will be completed to identify what infrastructureimprovements are likely to be required.

Cargill intends to construct and operate the Plant and associated infrastructure to a highstandard. The design and operating plan are intended to minimize disturbances to neighboursand to provide protection to the environment. In addition to municipal permitting, environmentaland transportation approvals for the development will be required from AERSD and AT.

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Camrose County and City of CamroseArea Structure Planfor Cargill LimitedNovember 2012

8.0 CLOSURE

The work described in this report was conducted in accordance with the Contract for Services(#171030) between Cargill and AMEC and generally accepted engineering and assessmentpractices.

This document has been prepared for the exclusive use of Cargill Limited to support theproposed development described herein. The work was conducted in accordance with theagreed scope of work approved verbally and in writing by Cargill, and generally acceptedpractices. No other warranty, expressed or implied, is made.

Should any questions arise. please contact Reed Jackson (780 989 4501) at your convenience.

Respectfully submitted for approval of Camrose County and City of Camrose Councils.

AMEC Environment & Infrastructure

Reed Jackson B_S.c/; Alex Nagy. P. Eng.Senior Associate Environment Senior Infrastructure Manager/Engineer

Reviewed by

Fred Apon, M.Sc.Unit Manager, Environment

FOR couurv SUBMISSION am Page

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amec‘9

APPENDIX

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Drawn: KR Scale: ~1:9,000 Date: September 2012 Project No : EE31205.1 Figure: 3

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NOTE:

1 PLANT ANDRAIL POSITIONS ARE APPROXIMATE

am 50 100 150 200 250 300

Eig?g?127500

CARGILL LIMITED

AMEC Environment 8. Infrastructure5681-70 STREET.EDMONTON,ALBERTA.T63 3P6

PHONE 780-436-2I52, FAX7BD-435-8-125

LEGEND:

DVVNav; PROJECT:

CMG

TITLE:

UTM Zone 12SCALE

1 7500

REFERENCES:1 VALTUS: NORTHWEST GEOMATICS0 4 m PREMIUMCOLOR ORTHO

TWP 046 RGE 20 WAM,IMAGEDATE: 5 JULV TO 7 OCTOBER 20112 AIRBORNEIMAGINGINC 1 AUGUST2009 LIDARDATA, 0 30 m VERTICAL,

0 45 m HORIZONTALRESOLUTION, PROJECT CAMROSE 1223

DATE:

CAMROSE CANOLACRUSHING PLANTE1/2 24-O46-20-W4M

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