SCHEDULE 13D

0001193125-12-385071.txt : 20120907 0001193125-12-385071.hdr.sgml : 20120907 20120907165934 ACCESSION NUMBER: 0001193125-12-385071 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20120907 DATE AS OF CHANGE: 20120907 GROUP MEMBERS: BROOKFIELD ASSET MANAGEMENT INC GROUP MEMBERS: PARTNERS LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN WIND ENERGY CORP CENTRAL INDEX KEY: 0001271131 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-81701 FILM NUMBER: 121080737 BUSINESS ADDRESS: STREET 1: SUITE 1326 - 885 WEST GEORGIA STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 3E8 BUSINESS PHONE: 604-685-9463 MAIL ADDRESS: STREET 1: SUITE 1326 - 885 WEST GEORGIA STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 3E8 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Brookfield Renewable Energy Partners L.P. CENTRAL INDEX KEY: 0001533232 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 73 FRONT STREET STREET 2: FIFTH FLOOR CITY: HAMILTON STATE: D0 ZIP: HM 12 BUSINESS PHONE: 441-294-3304 MAIL ADDRESS: STREET 1: 73 FRONT STREET STREET 2: FIFTH FLOOR CITY: HAMILTON STATE: D0 ZIP: HM 12 SC 13D 1 d407997dsc13d.htm SCHEDULE 13D SCHEDULE 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Western Wind Energy Corp.

(Name of Issuer)

Common Shares

(Title of Class of Securities)

95988Q108

(CUSIP Number)

Jane Sheere

Brookfield Renewable Energy Partners L.P.

73 Front Street, 5th Floor, Hamilton HM 12, Bermuda

Telephone: 441-295-1443

Copy to:

Andrew J. Beck

Torys LLP

1114 Avenue of the Americas

New York, NY 10036

Telephone: 212-880-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 28, 2012

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

(Page 1 of 11 Pages)

SCHEDULE 13D


CUSIP No. 95988Q108		Page 2 of 11 Pages


1	Names of Reporting Persons BROOKFIELD RENEWABLE ENERGY PARTNERS L.P.
2	Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
3	SEC Use Only
4	Source of Funds BK
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or Place of Organization BERMUDA
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power 0
		8	Shared Voting Power 11,324,350¹
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 11,324,350¹
11	Aggregate Amount Beneficially Owned by Each Reporting Person 11,324,350
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13	Percent of Class Represented by Amount in Row (11) 17.2%
14	Type of Reporting Person PN

¹	See Item 5(a)-(b) below.

SCHEDULE 13D


CUSIP No. 95988Q108		Page 3 of 11 Pages


1	Names of Reporting Persons BROOKFIELD ASSET MANAGEMENT INC.
2	Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
3	SEC Use Only
4	Source of Funds AF
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or Place of Organization ONTARIO, CANADA
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power 0
		8	Shared Voting Power 11,324,350²
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 11,324,350²
11	Aggregate Amount Beneficially Owned by Each Reporting Person 11,324,350
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13	Percent of Class Represented by Amount in Row (11) 17.2%
14	Type of Reporting Person CO

²	See Item 5(a)-(b) below.

SCHEDULE 13D


CUSIP No. 95988Q108		Page 4 of 11 Pages


1	Names of Reporting Persons PARTNERS LIMITED
2	Check the Appropriate Box if a Member of a Group (a) ¨ (b) x
3	SEC Use Only
4	Source of Funds AF
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ¨
6	Citizenship or Place of Organization ONTARIO, CANADA
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power 0
		8	Shared Voting Power 11,324,350³
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 11,324,350³
11	Aggregate Amount Beneficially Owned by Each Reporting Person 11,324,350
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13	Percent of Class Represented by Amount in Row (11) 17.2%
14	Type of Reporting Person CO

³	See Item 5(a)-(b) below.

Item 1.

Security and Issuer.

The title and class of equity security to which this statement on Schedule 13D relates is the shares of common stock (the “Common Shares”) of Western Wind Energy Corp. (“Western Wind”), a British Colombia corporation. The principal executive offices of Western Wind are located at 1326 – 885 West Georgia Street, Vancouver, British Columbia, Canada V6C 3E8.

Item 2.

Identity and Background.

(a) This Schedule 13D is being filed by each of the following persons (each, a “Reporting Person”):

(i)

Brookfield Asset Management Inc. (“Brookfield”), a corporation formed under the laws of the Province of Ontario, Canada;

(ii)

Partners Limited (“Partners”), a corporation formed under the laws of the Province of Ontario, Canada, that, collectively with its shareholders, owns, directly or indirectly, exercises control or direction over, has contractual arrangements, such as options, to acquire or otherwise holds beneficial or economic interests in approximately 133 million Class A Limited Voting Shares, representing approximately 20% of the outstanding Class A Limited Voting Shares of Brookfield on a fully diluted basis, and 85,120 Class B Limited Voting Shares, representing 100% of the Class B Limited Voting Shares of Brookfield; and

(iii)

Brookfield Renewable Energy Partners L.P. (“Brookfield Renewable”), an exempted limited partnership established under the laws of Bermuda. Brookfield Renewable Partners Limited (the “Managing General Partner”), a corporation formed under the laws of Bermuda, is the general partner of Brookfield Renewable.

Schedules I, II and III hereto set forth a list of all the directors and executive officers (the “Scheduled Persons”), and their respective principal occupations and addresses, of Brookfield, Partners and the Managing General Partner, respectively.

(b) The principal business address of Brookfield and Partners is Brookfield Place, 181 Bay Street, Suite 300, Toronto, Ontario, Canada M5J 2T3. The principal business address of Brookfield Renewable and the Managing General Partner is 73 Front Street, 5th Floor, Hamilton HM 12, Bermuda.

(c) The principal business of Brookfield is to invest and operate businesses in the real estate, power generation and infrastructure sectors. The principal business of Partners is an investment holding company. The principal business of Brookfield Renewable is to invest and operate renewable power assets on a global basis. The principal business of the Managing General Partner is to serve as the general partner of Brookfield Renewable.

(d)-(e) During the last five years, none of the Reporting Persons and, to the Reporting Persons’ knowledge, none of the Scheduled Persons, has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which, he, she or it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Set forth on Schedules I, II and III hereto are the citizenships of the Scheduled Persons.

Item 3.

Source and Amount of Funds or Other Consideration.

On August 28, 2012, Brookfield BRP Holdings (Canada) Inc. (“BRP Holdings”), an indirect subsidiary of Brookfield Renewable, entered into securities purchase agreements (the “Securities Purchase Agreements”) with GCIC Ltd. and GCIC US Ltd. on behalf of certain investment funds managed by them (the “Vendors”) whereby BRP Holdings acquired from the Vendors ownership and control of an aggregate of 10,727,506 Common Shares (the “Purchased Shares”) and 319,741 share purchase warrants (the “Purchased Warrants”) of Western Wind, each exercisable for one Common Share. The Vendors also provided BRP Holdings with the right, for a period of one month, to purchase an additional 277,103 Common Shares (the “Additional Purchased Shares”) held by the Vendors on the same terms and conditions as the purchase of the Purchased Shares. BRP Holdings subsequently transferred the Purchased Shares to WWE Equity Holdings Inc., an indirect subsidiary of Brookfield Renewable.

The Purchased Shares were acquired for an aggregate purchase price of Cdn.$24,705,245.25 in cash, or Cdn.$2.25 per Purchased Share. The Purchased Warrants were acquired for an aggregate purchase price of Cdn.$319,741 in cash, or Cdn.$1.00 per Purchased Warrant, being Cdn.$2.25 less the exercise price of Cdn.$1.25. The consideration for the securities purchased, or to be purchased, under the Securities Purchase Agreements was, or will be, funded with available liquidity on Brookfield Renewable’s committed unsecured credit facilities.

Pursuant to the Securities Purchase Agreements, BRP Holdings and the Vendors have agreed that if any party acquires Western Wind at price higher than Cdn.$2.25 per share by August 28, 2013, BRP Holdings would pay the Vendors an additional amount of up to such difference. In addition, in connection with this transaction, the Vendors granted BRP Holdings an irrevocable proxy to vote the Purchased Shares.

Item 4.

Purpose of Transaction.

The Reporting Persons acquired the Purchased Shares and the Purchased Warrants for investment purposes and would acquire any Additional Purchased Shares for investment purposes. Depending upon future market and economic conditions, as well as developments affecting Western Wind, its business or its securities, the Reporting Persons or their respective affiliates may decide to purchase additional securities of Western Wind or to sell all or part of their investment.

In connection with Western Wind’s announced sale process, the Reporting Persons expect to engage in communications with one or more officers, members of the board of directors, representatives, shareholders of Western Wind and other relevant parties concerning the business, management, operations, assets, capitalization, financial condition, governance, strategy and future plans of Western Wind that may result in the Reporting Persons proposing one or more ideas that, if effectuated, may result in any of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D. Depending on such communications, and subject to the conditions below, the Reporting Persons may make additional purchases or may sell or transfer Common Shares beneficially owned by them from time to time in public transactions. Any such transactions may be effected at any time or from time to time subject to any applicable limitations imposed on the sale of Common Share by applicable law.

See Item 3 and Item 5.

Item 5.

Interest in Securities of the Issuer.

(a)-(b)

As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of 11,324,350 Common Shares, which represent approximately 17.2% of the issued and outstanding Common Shares. The Purchased Shares represent approximately 16.2% of the issued and outstanding Common Shares, and together with the Additional Purchased Shares (if purchased) would represent approximately 16.7% of the outstanding Common Shares. The Purchased Warrants (if exercised) would represent approximately 0.5% of the issued and outstanding Common Shares.

The Common Shares are directly held by WWE Equity Holdings Inc., which is an indirect subsidiary of Brookfield Renewable. Brookfield (through its wholly-owned subsidiary, Brookfield Renewable Power Inc.) effectively holds approximately 68% of Brookfield Renewable on a fully-exchanged basis.

Each Reporting Person may be deemed to have shared power to vote or direct the vote of the Common Shares beneficially owned by it or to dispose or direct the disposition of such Common Shares.

(c)

Except as described in Item 3, the Reporting Persons have not effected any other transactions in Common Shares during the past 60 days. To the knowledge of each Reporting Person, none of the executive officers or directors of such Reporting Person has effected any transactions in Common Shares during the past 60 days.

(d)

Except as otherwise set forth herein, no person is known to a Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, any Common Shares beneficially owned by such Reporting Person.

(e)

Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

See Item 3.

Item 7.

Material to be Filed as Exhibits.


Exhibit 1*		Securities Purchase Agreement between a certain investment fund by its manager GCIC Ltd. and BRP Holdings, dated as of August 28, 2012

Exhibit 2*		Securities Purchase Agreement between a certain investment fund by its manager GCIC US Ltd. and BRP Holdings, dated as of August 28, 2012

Exhibit 3		Joint Filing Agreement among Brookfield, Partners and Brookfield Renewable, dated as of September 7, 2012

*	Portions of this exhibit have been omitted pursuant to a request for confidential treatment.

SIGNATURE

After reasonable inquiry and to the best of each undersigned’s knowledge and belief, each of the undersigned certifies as to itself that the information set forth in this statement is true, complete and correct.

Dated: September 7, 2012


BROOKFIELD ASSET MANAGEMENT INC.

By:		/s/ A.J. Silber
		Name: A.J. Silber
		Title: Vice-President, Legal Affairs

PARTNERS LIMITED

By:		/s/ Loretta Corso
		Name: Loretta Corso
		Title: Corporate Secretary

BROOKFIELD RENEWABLE ENERGY PARTNERS L.P., by its general partner, BROOKFIELD RENEWABLE PARTNERS LIMITED

By:		/s/ Jane Sheere
		Name: Jane Sheere
		Title: Secretary

SCHEDULE I

Brookfield Asset Management Inc.


Name and Position of Officer or Director	Principal Business Address	Principal Occupation or Employment	Citizenship

Jack L. Cockwell, Director	51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada	Group Chairman of Brookfield	Canada

Marcel R. Coutu, Director	Canadian Oil Sands Limited, 2500 First Canadian Centre, 350 — 7th Ave. S.W., Calgary, Alberta T2P 3N9, Canada	President and Chief Executive Officer of Canadian Oil Sands Limited	Canada

Trevor J. Eyton, Director	c/o 130 Adelaide Street W., Suite 3303, Toronto, Ontario M5H 3P5, Canada	Corporate Director of Brookfield	Canada

Bruce J. Flatt, Senior Managing Partner, Chief Executive Officer and Director	181 Bay Street, Suite 300, Brookfield Place, Toronto, Ontario M5J 2T3, Canada	Senior Managing Partner and Chief Executive Officer of Brookfield	Canada

James Gray, Director	c/o 335 — 8th Avenue S.W., Suite 1700, Royal Bank Building, Calgary, Alberta T2P 1C9, Canada	Corporate Director of Brookfield	Canada

Robert J. Harding, Director	Brookfield Asset Management Inc, 181 Bay Street, Suite 300, Brookfield Place, Toronto, Ontario M5J 2T3, Canada	Corporate Director of Brookfield	Canada

Maureen Kempston Darkes, Director	c/o 21 Burkebrook Place, Apt. 712, Toronto, Ontario M4G 0A2, Canada	Formerly GM Group Vice-President	Canada

David W. Kerr, Director	c/o 51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada	Corporate Director of Brookfield	Canada

Lance Liebman, Director	Columbia Law School, 435 West 116th Street, New York, New York 10027 — 7297, U.S.A.	William S. Beinecke Professor of Law	U.S.A

Philip B. Lind, Director	Rogers Communications Inc., 333 Bloor Street East, 10th Floor, Toronto, Ontario M4W 1G9, Canada	Vice-Chairman of Rogers Communications Inc.	Canada

Frank K. McKenna, Chairman of the Board of Directors	TD Bank Group, P.O. Box 1, TD Centre, 66 Wellington St. West, 4th Floor, TD Tower, Toronto, Ontario M5K 1A2, Canada	Deputy Chair of TD Bank Group	Canada

Jack M. Mintz, Director	University of Calgary, 906 — 8th Avenue S.W., 5th Floor, Calgary, Alberta T2P 1H9, Canada	Palmer Chair in Public Policy	Canada

Youssef A. Nasr, Director	P.O. Box 16 5927, Beirut, Lebanon	Formerly Chief Executive Officer of HSBC Bank Middle East Limited	Lebanon and U.S.A

James A. Pattison, Director	The Jim Pattison Group, 1800 — 1067 West Cordova Street, Vancouver, B.C. V6C 1C7, Canada	Chairman, President and Chief Executive Officer of The Jim Pattison Group	Canada

Diana L. Taylor, Director	Wolfensohn & Company LLC, 1350 Avenue of the Americas, Suite 2900, New York, N.Y. 10019	Managing Director of Wolfensohn & Company LLC	U.S.A.

George S. Taylor, Director	R.R. #3, 4675 Line 3, St. Marys, Ontario N4X 1C6, Canada	Corporate Director	Canada

SCHEDULE II

Partners Limited


Name and Position of Officer or Director	Principal Business Address	Principal Occupation or Employment	Citizenship

Gordon E. Arnell, Director	181 Bay Street, Suite 300, Toronto, Ontario, Canada M5J 2T3	Chairman of Brookfield Office Properties Inc.	Canada

Jack L. Cockwell	51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada	Group Chairman of Brookfield	Canada

Robert J. Harding	Brookfield Asset Management Inc, 181 Bay Street, Suite 300, Brookfield Place, Toronto, Ontario M5J 2T3, Canada	Corporate Director	Canada

David W. Kerr, Director	c/o 51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada	Corporate Director	Canada

Edward C. Kress	51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada	Corporate Director	Canada

Timothy R. Price	51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada	Chairman, Brookfield Funds	Canada

SCHEDULE III

Brookfield Renewable Partners Limited


Name and Position of Officer or Director	Principal Business Address	Principal Occupation or Employment	Citizenship

Jeffrey Blidner, Chairman of the Board of Directors	Brookfield Asset Management Brookfield Place 181 Bay Street, Suite 300 Toronto, ON M5J 2T3	Senior Managing Partner of Brookfield Asset Management	Canada

Eleazar de Carvalho Filho, Director	Rua Professor Artur Ramos 339 - Apt. 61 Jardim Paulistano, Sao Paul, SP Brazil 01454-011	Founder and Corporate Director of Virtus BR Partners	Brazil

John Van Egmond, Director	6900 N Ozona Drive Tucson, AZ 8578	Financial consultant with Ozona Corporation	U.S.A.

David Mann, Director	50 McCurdy Drive Chester, NS B0J 1J0	Counsel at Cox & Palmer	Canada

Lou Maroun, Director	Dill Lane, Full Fathoms Devonshire, Bermuda DV07	Executive Chairman of Sigma Real Estate Advisors/Sigma Capital Corporation	Bermuda

Patricia Zuccotti, Director	4612 105th Avenue NE Kirkland, WA 98033	Corporate Director	U.S.A.

Harry Goldgut, Group Chairman	Brookfield Place 181 Bay Street, Suite 300 Toronto, ON M5J 2T3	Senior Managing Partner of Brookfield	Canada

Richard Legault, President and Chief Executive Officer	1700 - 180 Kent Street Ottawa, ON K1P 0B6	President and Chief Executive Officer of the Managing General Partner	Canada

Jeff Rosenthal, Chief Operating Officer	1700 - 180 Kent Street Ottawa, ON K1P 0B6	Chief Operating Officer of the Managing General Partner	Canada

Sachin Shah, Chief Financial Officer	1700 - 180 Kent Street Ottawa, ON K1P 0B6	Chief Financial Officer of the Managing General Partner	Canada

Donald Tremblay, Executive Vice President	1700 - 180 Kent Street Ottawa, ON K1P 0B6	Executive Vice President of the Managing General Partner	Canada

EX-1 2 d407997dex1.htm SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT

Exhibit 1

Information in this document marked with “XXX” has been omitted and filed separately with the U.S. Securities and Exchange Commission pursuant to a request for confidential treatment.

EXECUTION VERSION

SECURITIES PURCHASE AGREEMENT

BETWEEN

XXX

by its manager, GCIC LTD.

AND

BROOKFIELD BRP HOLDINGS (CANADA) INC.

MADE AS OF

AUGUST 28, 2012

SECURITIES PURCHASE AGREEMENT

THIS AGREEMENT is made as of August 28, 2012

BETWEEN

Brookfield BRP Holdings (Canada) Inc., a corporation incorporated under the laws of the Province of Ontario (the “Purchaser”),

- and -

XXX, an open-ended trust, by its manager GCIC Ltd. (the “Vendor”)

WHEREAS Western Wind Energy Corp. (the “Corporation”) is a corporation duly incorporated, organized and subsisting under the laws of the Province of British Columbia;

AND WHEREAS the Vendor is the legal and beneficial owner of an aggregate of 10,703,006 common shares in the capital of the Corporation (the “Shares”), all of which shares are listed and posted for trading on the TSX Venture Exchange;

AND WHEREAS the Vendor is the beneficial and registered owner of 319,741 share purchase warrants of the Corporation, the key terms of which are set forth in Schedule A hereto, entitling the Vendor to purchase 319,741 common shares in the capital of the Corporation (the “Warrants”, and together with the Shares, the “Securities”);

AND WHEREAS the Vendor desires to sell and the Purchaser desires to purchase the Securities, upon and subject to the terms and conditions hereinafter set forth;

NOW THEREFORE, in consideration of the premises and the covenants and agreements herein contained (the receipt and sufficiency of which are hereby acknowledged), the parties agree as follows:

1.	Purchase and Sale

The Vendor hereby sells, transfers and assigns and the Purchaser hereby purchases, all of the Vendor’s right, title and interest in and to the Securities free and clear of all Encumbrances (defined below) upon and subject to the terms and conditions hereof.

2.	Determination of Purchase Price

The aggregate purchase price (the “Purchase Price”) payable by the Purchaser to the Vendor for the Securities shall be equal to $24,401,504.50, being $24,081,763.50 in respect of the Shares, and $319,741 in respect of the Warrants, which amount is equal to the aggregate intrinsic value of the Warrants as set forth in Schedule A hereto.

3.	Payment of Purchase Price

At Closing (defined below),

(a)

the Purchaser shall pay to the Vendor, the amount equal to the Purchase Price by wire transfer of immediately available funds in Canadian dollars to the bank account or accounts designated by the Vendor;

(b)

the Vendor shall deliver to the Purchaser or, as directed by the Purchaser in writing, to an Affiliate (as such term is defined in National Instrument 45-106, Prospectus and Registration Requirements) of the Purchaser, certificate(s) representing all of the issued and outstanding Shares, duly endorsed in blank for transfer or, accompanied by duly signed powers of attorney for transfer in blank, or, if the Shares are not in a certificated form, otherwise provide good title of the Shares to the Purchaser in such other manner as agreed to by the parties;

(c)

the Vendor shall deliver to the Purchaser certificates representing all of the issued and outstanding Warrants, duly endorsed in blank for transfer or, accompanied by duly signed powers of attorney for transfer in blank; and

(d)

the Vendor shall deliver to the Purchaser a duly executed irrevocable proxy in favour of the Purchaser in the form attached as Schedule B hereto.

4.	Adjustment of Share Purchase Price

(a)

If at any time in the twelve-month period following the date of this Agreement any person or group of persons acting jointly or in concert, including, for the avoidance of doubt, the Purchaser, acquires all or substantially all of the assets of the Corporation and its subsidiaries, taken as a whole, or acquires all of the common shares in the capital of the Corporation (the “Common Shares”) (any such transaction being a “Price Protection Transaction”) then, within five business days following completion of the Price Protection Transaction, the Purchaser shall pay, or cause an Affiliate to pay, to the Vendor, the Adjustment Payment (as defined below), if applicable, in immediately available funds.

(b)

The “Adjustment Payment” will be equal to:

(i)

if the Purchaser or any of its Affiliates or any person acting jointly or in concert with the Purchaser completes a Price Protection Transaction, an additional amount on account of each Share and each whole Warrant equal to the amount by which the consideration received by the holders of the Common Shares pursuant to the Price Protection Transaction (the “Transaction Consideration”) exceeds $2.25 per Common Share, and

(ii)

if any other person or entity completes a Price Protection Transaction, an additional amount on account of each Share and each whole Warrant that is equal to:

(A)

if the Transaction Consideration is less than or equal to $XXX per Common Share, XXX% of the difference between the Transaction Consideration and $2.25 per Common Share, and

- 2 -

(B)

if the Transaction Consideration is greater than $XXX per Common Share, (x) $XXX, plus (y) XXX% of the difference between the Transaction Consideration and $XXX per Common Share.

(c)

If all or any portion of the Transaction Consideration is in the form of:

(i)

cash, the consideration shall be valued based on the face value of the cash,

(ii)

publicly traded securities, the consideration shall be valued based on the closing price of such securities on the date of the completion of the Price Protection Transaction on the published market on which the greatest volume of trading in such securities occurred over the twenty days preceding such date,

(iii)

securities that are not publicly traded until the date of the completion of the Price Protection Transaction, the consideration shall be valued based on the closing price of such securities on the five trading days following the completion of the Price Protection Transaction on the published market on which the greatest volume of trading in such securities occurred over such period, or

(iv)

any other consideration, the consideration shall be valued at its fair market value as the Vendor and the Purchaser shall mutually agree, acting reasonably.

(d)

If all or any portion of the Transaction Consideration has a value expressed in a currency other than Canadian dollars, then the value of that consideration will be expressed in Canadian dollars based upon a conversion rate of exchange equal to the noon spot rate quoted by the Bank of Canada on the date of the completion of the Price Protection Transaction for the purchase of Canadian dollars using the currency in which the consideration (or portion thereof) was originally denominated.

(e)

In the event of any disagreement between the parties with respect to the calculation of the Transaction Consideration, the matter will be submitted to an internationally recognized firm of chartered accountants independent of both parties and their Affiliates to be agreed upon by the parties. The decision of such firm of chartered accountants as to the value of the Adjustment Payment will be final and binding.

5.	Closing

The sale and purchase of the Securities will be completed immediately after the execution and delivery of this Agreement by the Vendor and the Purchaser at the offices of Torys LLP, 79 Wellington Street West, Toronto, Ontario M5K 1N2 (the “Closing”).

- 3 -

6.	Standstill and Option

(a)

For a period of XXX following the date of this Agreement, the Vendor shall not, without the prior written consent of the Purchaser, which consent may be given on such terms and conditions as the Purchaser may determine: (i) in any manner acquire, agree to acquire or make any proposal or offer to acquire, directly or indirectly, any unissued or outstanding securities of the Corporation or propose or offer to enter into, directly or indirectly, any amalgamation, plan of arrangement, merger or business combination involving the Corporation and its Affiliates or to purchase, directly or indirectly, all or substantially all of the assets of the Corporation and its subsidiaries, taken as a whole; (ii) directly or indirectly “solicit” or participate or join with any person in the “solicitation” of any “proxies” (as such terms are defined in the Securities Act (Ontario)) to vote, or seek to influence any person with respect to the voting of, any voting securities of the Corporation; (iii) otherwise act alone or jointly or in concert with others to seek to control or to influence the management, the board of directors or policies of the Corporation, other than with respect to voting the Restricted Shares if the Purchaser has declined the right to purchase the Restricted Shares (as defined below) during the Option Period (as defined below) or following the expiration of the Option Period if the Purchaser has not purchased the Restricted Shares; (iv) solicit, facilitate or encourage any transaction to acquire assets of the Corporation and/or one or more of its subsidiaries representing 20% or more of the consolidated assets or contributing 20% or more of the consolidated revenue of the Corporation and its subsidiaries, taken as a whole, or acquire 20% or more of the Common Shares (an “Acquisition Transaction”) other than a transaction by the Purchaser or any of its Affiliates or any person acting jointly or in concert with the Purchaser; (v) enter into, continue or participate in any discussions or negotiations regarding an Acquisition Transaction, or furnish to any other person any information with respect to the business of the Corporation or its properties, operations, prospects or conditions (financial or otherwise) in connection with an Acquisition Transaction or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt of any other person (other than the Purchaser or any of its Affiliates or any person acting jointly or in concert with the Purchaser) to do or seek to do any of the foregoing; or (vi) advise, assist, encourage or act jointly or in concert with any other person in connection with any of the foregoing, other than the Purchaser or any of its Affiliates or any person acting jointly or in concert with the Purchaser.

(b)

For greater certainty, and notwithstanding anything else in Section 6(a), Section 6(a) shall not apply to any investment fund or product managed by GCIC Ltd., the manager of the Vendor, (the “Manager”) or any of its affiliates, other than the Vendor, unless such fund or product is managed by XXX, the lead portfolio manager of the Vendor.

(c)

The Vendor hereby grants the Purchaser the right, for a period of one month from the date hereof (the “Option Period”), to purchase the Restricted Shares (as defined below) on the same terms and conditions contained herein, and the Vendor shall not sell the Restricted Shares to any other person during the Option Period unless the

- 4 -

Purchaser has declined to purchase the Restricted Shares. For greater certainty, and notwithstanding anything else contained in this Agreement, the Purchaser acknowledges that nothing in this Agreement shall preclude the Vendor from selling the Restricted Shares to any other person or otherwise take any action with respect to such Restricted Shares as it deems appropriate or necessary, if the Purchaser declines to exercise its right pursuant to this Section 6(c) or following the expiration of the Option Period if the Purchaser has not purchased the Restricted Shares.

7.	Vendor’s Representations and Warranties

The Vendor represents and warrants to the Purchaser that:

(a)

The Vendor is an open-ended trust established under the laws of the Province of Ontario;

(b)

The Vendor is the legal and beneficial owner of the Securities free and clear of all liens, charges, encumbrances, hypothecs, pledges, mortgages, security interests of any nature, adverse claims, options, rights of pre-emption, and any other rights of others (collectively, “Encumbrances”).

(c)

Other than (i) the Shares and the Warrants, (ii) the Common Shares held by XXX and (iii) 277,103 Common Shares which are held by the Vendor that are subject to resale restrictions under the United States Securities Act of 1933 (the “Restricted Shares”), as amended, neither the Vendor nor any of its Affiliates own any shares of the Corporation or any of its subsidiaries or any securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, shares of the Corporation or its subsidiaries.

(d)

The Vendor has good and sufficient power, authority and right to enter into and deliver this Agreement and to transfer the legal and beneficial title and ownership of the Securities to the Purchaser free and clear of all Encumbrances and, upon payment of the Purchase Price, the Purchaser will acquire good and valid title to the Securities, free and clear of all Encumbrances.

(e)

The Shares are, and the common shares issuable pursuant to the Warrants, will be freely tradeable in all the provinces and territories of Canada.

(f)

The Vendor is entitled to sell and transfer to the Purchaser the full legal and beneficial ownership of the Securities on the terms of this Agreement without the consent of any third party.

(g)

The execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action on the part of the Vendor.

(h)

This Agreement constitutes a valid and legally binding obligation of the Vendor, enforceable against the Vendor in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization and other laws of general application limiting the enforcement of creditors’ rights generally and to the fact that specific performance is an equitable remedy available only in the discretion of the court.

- 5 -

(i)

There is no contract, option or any other right of another binding upon or which at any time in the future may become binding upon the Vendor to sell, transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber any of the Securities other than pursuant to the provision of this Agreement.

(j)

There is no outstanding voting trust, proxy or other similar agreement with respect to the voting of the Shares, other than the proxy granted to the Purchaser as contemplated under the terms of this Agreement.

(k)

To the Vendor’s knowledge, neither entering into nor the delivery of this Agreement nor the completion of the transactions contemplated hereby by the Vendor will result in the violation of:

(i)

any of the provisions of the constating documents or by-laws of the Vendor;

(ii)

any contract (written or oral) or other instrument to which the Vendor is a party or by which the Vendor is bound; or

(iii)

any law, statute, rule, regulation, or any existing applicable decree, judgment, or order by any court, administrative agency, or other governmental body (collectively, “Law”), in respect of which the Vendor must comply.

(l)

The Vendor is not a non-resident person under the Income Tax Act (Canada).

(m)

The Vendor has not disclosed to the Purchaser any confidential or material, non-public information concerning the Securities or the Corporation.

The representations and warranties of the Vendor set forth in Section 7 will survive the Closing.

8.	Purchaser’s Representations and Warranties

The Purchaser represents and warrants to the Vendor that:

(a)

The Purchaser is a corporation duly incorporated, organized and subsisting under the laws of the Province of Ontario.

(b)

The Purchaser has good and sufficient power, authority and right to enter into and deliver this Agreement and to complete the transactions to be completed by the Purchaser contemplated hereby.

(c)

The execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action on the part of the Purchaser.

- 6 -

(d)

This Agreement constitutes a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization and other laws of general application limiting the enforcement of creditors’ rights generally and to the fact that specific performance is an equitable remedy available only in the discretion of the court.

(e)

To the Purchaser’s knowledge, neither the entering into nor the delivery of this Agreement nor the completion of the transactions contemplated hereby by the Purchaser will result in a violation of:

(i)

any of the provisions of the constating documents or by-laws of the Purchaser;

(ii)

any contract (written or oral) or other instrument to which the Purchaser is a party or by which the Purchaser is bound; or

(iii)

any applicable Law in respect of which the Purchaser may comply.

(f)

The Purchaser has had the opportunity to seek independent legal and/or tax advice in connection with the purchase of the Securities and had conducted its own due diligence with respect to the merits of the purchase.

(g)

The Vendor has not provided the Purchaser with any confidential or material, non-public information concerning the Securities or the Corporation.

(h)

As of the date hereof, no actions or filings are required to be made by the Purchaser in respect of this Agreement other than as required under the applicable securities Laws.

The representations and warranties of the Purchaser set forth in Section 8 will survive the Closing.

9.	Confidentiality

Except to the extent required by Law, rules or securities policies, including the rules or policies of any relevant stock exchange, (i) no public announcement or news release concerning the matters provided for in this Agreement may be made by the Purchaser without the Vendor’s prior written consent and (ii) no copy of this Agreement may be provided by the Purchaser to any person (except to its Affiliates, and their respective directors, officers, employees, advisors or lenders (collectively, “Purchaser Representatives”)) without the Vendor’s prior consent. The Purchaser shall be entitled to disclose confidential information only to those Purchaser Representatives who, in all cases, need to know such confidential information, directed to hold such information in the strictest of confidence and agree and undertake to maintain the confidential nature of such confidential information and act in accordance with the terms of this provision. To the extent that the Purchaser must make the contents of this Agreement public under the terms of applicable Laws, the Purchaser agrees to omit or censor, in consultation with the Vendor, acting reasonably, any information that would be prejudicial to the interests of the Vendor or the Purchaser, to the extent permitted pursuant to applicable Laws.

- 7 -

The Purchaser hereby consents and agrees to be responsible for any breach of this Section 9 by Purchaser Representatives, whether or not they agree in writing to be bound by its terms.

10.

Statutory References

In this Agreement, unless something in the subject matter or context is inconsistent therewith or unless otherwise herein provided, a reference to any statute is to that statute as now enacted or as the same may from time to time be amended, re-enacted or replaced and includes any regulation made thereunder.

11.

Headings

The division of this Agreement into Sections and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation of this Agreement. The terms “hereof”, “hereunder” and similar expressions refer to this Agreement and not to any particular Section or other portion hereof and include any agreement supplemental hereto. Unless something in the subject matter or context is inconsistent therewith, references herein to Sections are to Sections of this Agreement.

12.

Currency

All references in this Agreement to sums of money are expressed in, and all payments provided for herein shall be made in Canadian dollars, and “$” refers to Canadian dollars.

13.

Further Assurances

Each of the Vendor and the Purchaser will promptly do, make, execute or deliver, or cause to be done, made, executed or delivered, all such further documents and instruments and do all acts and things as the other party may, either before or after the Closing, reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement. If required by applicable securities Laws, each of the Vendor and the Purchaser will execute, deliver and file or assist the other party in filing such reports, undertakings and other documents with respect to the sale of the Securities as may be reasonably required by any securities commission, stock exchange or other regulatory authority.

14.

Entire Agreement

This Agreement, including Schedules attached hereto, sets forth the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes any and all prior discussions, negotiations, letters of intent or agreements in principle between them.

15.

Binding Effect; No Third Party Beneficiaries

This Agreement shall be binding upon and shall inure to the exclusive benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors and permitted assigns and nothing herein, express or implied, is intended to, nor shall it, confer in any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

- 8 -

16.

Amendment

No amendment to this Agreement may be made unless agreed to by the parties hereto in writing.

17.

Assignability

No Party hereto shall sell, pledge, assign or otherwise transfer its rights under this Agreement without the prior written consent of the other parties and any attempt to do so shall be void, except that Purchaser may assign or transfer its rights under this Agreement to any Affiliate of the Purchaser without the Vendor’s consent.

18.

Waiver

No failure or delay by the Purchaser or the Vendor in exercising any right hereunder or any partial exercise thereof shall operate as a waiver thereof or preclude any other or further exercise of any right hereunder, nor shall any waiver constitute a continuing waiver unless otherwise expressly provided.

19.

Governing Law

This Agreement is and shall be deemed to be a contract entered into and made pursuant to the laws of the Province of Ontario and the laws of Canada applicable therein and shall in all respects be governed, construed, applied and enforced in accordance with said laws, without reference to applicable conflict of laws rules or principles.

20.

Time of the Essence

Time is of the essence in this Agreement.

21.

Counterparts

This Agreement may be executed in counterparts, each of which will be deemed to be an original and both of which taken together will be deemed to constitute one and the same instrument.

22.

Electronic Delivery

Delivery of an executed signature page to this Agreement by either party by facsimile or by PDF via electronic transmission will be as effective as delivery of a manually executed copy of the Agreement by such party.

[Remainder of page left intentionally blank]

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IN WITNESS WHEREOF the parties have executed this Agreement.


BROOKFIELD BRP HOLDINGS (CANADA) INC.

By:		“Josee Guibord”
		Name: Josee Guibord
		Title: Assistant Secretary

By:		“Patricia Bood”
		Name: Patricia Bood
		Title: Secretary, Senior Vice President of Legal Services and General Counsel

XXX, by its manager, GCIC Ltd.

By:		“Bruno Carchidi”
		Name: Bruno Carchidi
		Title: Chief Compliance Officer

By:		“Roxana Tavana”
		Name: Roxana Tavana
		Title: Secretary

- 10 -

SCHEDULE A

WARRANT TERMS


Number of Warrants		Exercise Price		Expiry Date	Intrinsic Value Per Warrant		Aggregate Intrinsic Value Per Series
	319,741	$	1.25	November 30, 2012	$	1.00	$	319,741

						Total	$	319,741

SCHEDULE B

FORM OF IRREVOCABLE PROXY

The undersigned, being the beneficial owner of the below described common shares of Western Wind Energy Corp., a corporation incorporated under the laws of the Province of British Columbia (“Western Wind”), for consideration received, hereby make, constitute and appoint, Brookfield BRP Holdings (Canada) Inc. (“Brookfield”), and any of Brookfield’s officers and directors, its true and lawful attorneys, for and in its name, place and stead, to act as its proxy, with full power of substitution and resubstitution, to Vote (as defined below) the 10,703,006 common shares of Western Wind owned by the undersigned (the “Shares”) on the date hereof.

“Vote” means voting in person or by proxy in favor of or against any action, otherwise consenting to a resolution in writing or withholding such written consent in respect of any action or taking other action in favor of or against any action.

This proxy applies to any Vote (i) at any meeting of the shareholders of Western Wind, and any adjournment or postponement thereof, or (ii) in connection with any unanimous written resolution of shareholders of Western Wind.

This proxy is coupled with an interest, revokes all prior proxies granted by the undersigned in respect of the Shares and shall remain irrevocable so long as the Shares are owned by the undersigned.


Dated August , 2012

	XXX, by its manager, GCIC Ltd.

	By:
		Name:
		Title

	By:
		Name:
		Title

EX-2 3 d407997dex2.htm SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT

Exhibit 2

Information in this document marked with “XXX” has been omitted and filed separately with the U.S. Securities and Exchange Commission pursuant to a request for confidential treatment.

EXECUTION VERSION

SECURITIES PURCHASE AGREEMENT

BETWEEN

XXX,

by its manager, GCIC US LTD.

AND

BROOKFIELD BRP HOLDINGS (CANADA) INC.

MADE AS OF

AUGUST 28, 2012

SECURITIES PURCHASE AGREEMENT

THIS AGREEMENT is made as of August 28, 2012

BETWEEN

Brookfield BRP Holdings (Canada) Inc., a corporation incorporated under the laws of the Province of Ontario (the “Purchaser”),

- and -

XXX, a company incorporated under the laws of the Cayman Islands, by its manager GCIC US Ltd. (the “Vendor”)

WHEREAS Western Wind Energy Corp. (the “Corporation”) is a corporation duly incorporated, organized and subsisting under the laws of the Province of British Columbia;

AND WHEREAS the Vendor is the legal and beneficial owner of an aggregate of 24,500 common shares in the capital of the Corporation (the “Shares”), all of which shares are listed and posted for trading on the TSX Venture Exchange;

AND WHEREAS the Vendor desires to sell and the Purchaser desires to purchase the Shares, upon and subject to the terms and conditions hereinafter set forth;

NOW THEREFORE, in consideration of the premises and the covenants and agreements herein contained (the receipt and sufficiency of which are hereby acknowledged), the parties agree as follows:

1.	Purchase and Sale

The Vendor hereby sells, transfers and assigns and the Purchaser hereby purchases, all of the Vendor’s right, title and interest in and to the Shares free and clear of all Encumbrances (defined below) upon and subject to the terms and conditions hereof.

2.	Determination of Purchase Price

The aggregate purchase price (the “Purchase Price”) payable by the Purchaser to the Vendor for the Shares shall be equal to $55,125.

3.	Payment of Purchase Price

At Closing (defined below),

(a)

(b)

(c)

the Vendor shall deliver to the Purchaser a duly executed irrevocable proxy in favour of the Purchaser in the form attached as Schedule A hereto.

4.	Adjustment of Share Purchase Price

(a)

(b)

The “Adjustment Payment” will be equal to:

(i)

if the Purchaser or any of its Affiliates or any person acting jointly or in concert with the Purchaser completes a Price Protection Transaction, an additional amount on account of each Share equal to the amount by which the consideration received by the holders of the Common Shares pursuant to the Price Protection Transaction (the “Transaction Consideration”) exceeds $2.25 per Common Share, and

(ii)

if any other person or entity completes a Price Protection Transaction, an additional amount on account of each Share that is equal to:

(A)

if the Transaction Consideration is less than or equal to $XXX per Common Share, XXX% of the difference between the Transaction Consideration and $2.25 per Common Share, and

(B)

if the Transaction Consideration is greater than $XXX per Common Share, (x) $XXX, plus (y) XXX% of the difference between the Transaction Consideration and $XXX per Common Share.

(c)

If all or any portion of the Transaction Consideration is in the form of:

(i)

cash, the consideration shall be valued based on the face value of the cash,

- 2 -

(ii)

(iii)

(iv)

any other consideration, the consideration shall be valued at its fair market value as the Vendor and the Purchaser shall mutually agree, acting reasonably.

(d)

(e)

5.	Closing

The sale and purchase of the Shares will be completed immediately after the execution and delivery of this Agreement by the Vendor and the Purchaser at the offices of Torys LLP, 79 Wellington Street West, Toronto, Ontario M5K 1N2 (the “Closing”).

6.	Standstill

(a)

- 3 -

defined in the Securities Act (Ontario)) to vote, or seek to influence any person with respect to the voting of, any voting securities of the Corporation; (iii) otherwise act alone or jointly or in concert with others to seek to control or to influence the management, the board of directors or policies of the Corporation; (iv) solicit, facilitate or encourage any transaction to acquire assets of the Corporation and/or one or more of its subsidiaries representing 20% or more of the consolidated assets or contributing 20% or more of the consolidated revenue of the Corporation and its subsidiaries, taken as a whole, or acquire 20% or more of the Common Shares (an “Acquisition Transaction”) other than a transaction by the Purchaser or any of its Affiliates or any person acting jointly or in concert with the Purchaser; (v) enter into, continue or participate in any discussions or negotiations regarding an Acquisition Transaction, or furnish to any other person any information with respect to the business of the Corporation or its properties, operations, prospects or conditions (financial or otherwise) in connection with an Acquisition Transaction or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt of any other person (other than the Purchaser or any of its Affiliates or any person acting jointly or in concert with the Purchaser) to do or seek to do any of the foregoing; or (vi) advise, assist, encourage or act jointly or in concert with any other person in connection with any of the foregoing, other than the Purchaser or any of its Affiliates or any person acting jointly or in concert with the Purchaser.

(b)

For greater certainty, and notwithstanding anything else in Section 6(a), Section 6(a) shall not apply to any investment fund or product managed by GCIC US Ltd., the manager of the Vendor, (the “Manager”) or any of its affiliates, other than the Vendor and XXX (whose relationship with the Purchaser is governed by a Securities Purchase Agreement of even date herewith (the “XXX Agreement”) and the terms of which agreement shall prevail in the event of any inconsistency or conflict between this Agreement and the XXX Agreement), unless such fund or product is managed by XXX, the lead portfolio manager of the Vendor.

7.	Vendor’s Representations and Warranties

The Vendor represents and warrants to the Purchaser that:

(a)

The Vendor is a company duly incorporated, organized and subsisting under the laws of the Cayman Islands.

(b)

The Vendor is the legal and beneficial owner of the Shares free and clear of all liens, charges, encumbrances, hypothecs, pledges, mortgages, security interests of any nature, adverse claims, options, rights of pre-emption, and any other rights of others (collectively, “Encumbrances”).

(c)

Other than the Shares and the common shares and the share purchase warrants of the Corporation held by XXX, neither the Vendor nor any of its Affiliates own any shares of the Corporation or any of its subsidiaries or any securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, shares of the Corporation or its subsidiaries.

- 4 -

(d)

The Vendor has good and sufficient power, authority and right to enter into and deliver this Agreement and to transfer the legal and beneficial title and ownership of the Shares to the Purchaser free and clear of all Encumbrances and, upon payment of the Purchase Price, the Purchaser will acquire good and valid title to the Shares, free and clear of all Encumbrances.

(e)

The Shares are freely tradeable in all the provinces and territories of Canada.

(f)

The Vendor is entitled to sell and transfer to the Purchaser the full legal and beneficial ownership of the Shares on the terms of this Agreement without the consent of any third party.

(g)

The execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action on the part of the Vendor.

(h)

(i)

There is no contract, option or any other right of another binding upon or which at any time in the future may become binding upon the Vendor to sell, transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber any of the Shares other than pursuant to the provision of this Agreement.

(j)

(k)

To the Vendor’s knowledge, neither entering into nor the delivery of this Agreement nor the completion of the transactions contemplated hereby by the Vendor will result in the violation of:

(i)

any of the provisions of the constating documents or by-laws of the Vendor;

(ii)

any contract (written or oral) or other instrument to which the Vendor is a party or by which the Vendor is bound; or

(iii)

(l)

The Vendor has not disclosed to the Purchaser any confidential or material, non-public information concerning the Shares or the Corporation.

- 5 -

The representations and warranties of the Vendor set forth in Section 7 will survive the Closing.

8.	Purchaser’s Representations and Warranties

The Purchaser represents and warrants to the Vendor that:

(a)

The Purchaser is a corporation duly incorporated, organized and subsisting under the laws of the Province of Ontario.

(b)

The Purchaser has good and sufficient power, authority and right to enter into and deliver this Agreement and to complete the transactions to be completed by the Purchaser contemplated hereby.

(c)

The execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action on the part of the Purchaser.

(d)

(e)

To the Purchaser’s knowledge, neither the entering into nor the delivery of this Agreement nor the completion of the transactions contemplated hereby by the Purchaser will result in a violation of:

(i)

any of the provisions of the constating documents or by-laws of the Purchaser;

(ii)

any contract (written or oral) or other instrument to which the Purchaser is a party or by which the Purchaser is bound; or

(iii)

any applicable Law in respect of which the Purchaser may comply.

(f)

The Purchaser has had the opportunity to seek independent legal and/or tax advice in connection with the purchase of the Shares and had conducted its own due diligence with respect to the merits of the purchase.

(g)

The Vendor has not provided the Purchaser with any confidential or material, non-public information concerning the Shares or the Corporation.

(h)

As of the date hereof, no actions or filings are required to be made by the Purchaser in respect of this Agreement other than as required under the applicable securities Laws.

The representations and warranties of the Purchaser set forth in Section 8 will survive the Closing.

- 6 -

9.	Confidentiality

Except to the extent required by Law, rules or securities policies, including the rules or policies of any relevant stock exchange, (i) no public announcement or news release concerning the matters provided for in this Agreement may be made by the Purchaser without the Vendor’s prior written consent and (ii) no copy of this Agreement may be provided by the Purchaser to any person (except to its Affiliates, and their respective directors, officers, employees, advisors or lenders (collectively, “Purchaser Representatives”) without the Vendor’s prior consent. The Purchaser shall be entitled to disclose confidential information only to those Purchaser Representatives who, in all cases, need to know such confidential information, directed to hold such information in the strictest of confidence and agree and undertake to maintain the confidential nature of such confidential information and act in accordance with the terms of this provision. To the extent that the Purchaser must make the contents of this Agreement public under the terms of applicable Laws, the Purchaser agrees to omit or censor, in consultation with the Vendor, acting reasonably, any information that would be prejudicial to the interests of the Vendor or the Purchaser, to the extent permitted pursuant to applicable Laws.

The Purchaser hereby consents and agrees to be responsible for any breach of this Section 9 by Purchaser Representatives, whether or not they agree in writing to be bound by its terms.

10.

Statutory References

11.

Headings

12.

Currency

All references in this Agreement to sums of money are expressed in, and all payments provided for herein shall be made in Canadian dollars, and “$” refers to Canadian dollars.

13.

Further Assurances

- 7 -

assist the other party in filing such reports, undertakings and other documents with respect to the sale of the Securities as may be reasonably required by any securities commission, stock exchange or other regulatory authority.

14.

Entire Agreement

15.

Binding Effect; No Third Party Beneficiaries

16.

Amendment

No amendment to this Agreement may be made unless agreed to by the parties hereto in writing.

17.

Assignability

18.

Waiver

19.

Governing Law

20.

Time of the Essence

Time is of the essence in this Agreement.

- 8 -

21.

Counterparts

This Agreement may be executed in counterparts, each of which will be deemed to be an original and both of which taken together will be deemed to constitute one and the same instrument.

22.

Electronic Delivery

[Remainder of page left intentionally blank]

- 9 -

IN WITNESS WHEREOF the parties have executed this Agreement.


BROOKFIELD BRP HOLDINGS (CANADA) INC.

By:		“Josee Guibord”
		Name: Josee Guibord
		Title: Assistant Secretary

By:		“Patricia Bood”
		Name: Patricia Bood
		Title: Secretary, Senior Vice President of Legal Services and General Counsel


XXX, by its manager, GCIC US Ltd.

By:		“Bruno Carchidi”
		Name: Bruno Charchidi
		Title: Chief Compliance Officer

By:		“Roxana Tavana”
		Name: Roxana Tavana
		Title: Secretary

- 10 -

SCHEDULE A

FORM OF IRREVOCABLE PROXY

The undersigned, being the beneficial owner of the below described common shares of Western Wind Energy Corp., a corporation incorporated under the laws of the Province of British Columbia (“Western Wind”), for consideration received, hereby make, constitute and appoint, Brookfield BRP Holdings (Canada) Inc. (“Brookfield”), and any of Brookfield’s officers and directors, its true and lawful attorneys, for and in its name, place and stead, to act as its proxy, with full power of substitution and resubstitution, to Vote (as defined below) the 24,500 common shares of Western Wind owned by the undersigned (the “Shares”) on the date hereof.

This proxy is coupled with an interest, revokes all prior proxies granted by the undersigned in respect of the Shares and shall remain irrevocable so long as the Shares are owned by the undersigned.

Dated August , 2012


XXX, by its manager, GCIC US Ltd.

By:
		Name:
		Title

By:
		Name:
		Title

EX-3 4 d407997dex3.htm JOINT FILING AGREEMENT JOINT FILING AGREEMENT

Exhibit 3

JOINT FILING AGREEMENT

We, the signatories of the Statement on Schedule 13D to which this Joint Filing Agreement is attached, hereby agree that such statement is, and any amendments thereto filed by any of us will be, filed on behalf of each of us pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

Dated: September 7, 2012


BROOKFIELD ASSET MANAGEMENT INC.

By:		/s/ A.J. Silber
		Name: A.J. Silber
		Title: Vice-President, Legal Affairs

PARTNERS LIMITED

By:		/s/ Loretta Corso
		Name: Loretta Corso
		Title: Corporate Secretary

BROOKFIELD RENEWABLE ENERGY PARTNERS L.P., by its general partner, BROOKFIELD RENEWABLE PARTNERS LIMITED

By:		/s/ Jane Sheere
		Name: Jane Sheere
		Title: Secretary