Yoho Resources spin-off of Storm shares uses change in shareholders’ requisition right to qualify as a s. 86 reorg

Yoho Resources (through a subsidiary partnership) recently sold some of its assets to Storm Resources for cash and shares of Storm.  It is proposing to distribute the Storm shares through a s. 86 exchange of old Yoho common shares for new common shares and Storm shares.  In order that the "new" Yoho common shares will qualify as being distinct from the old common shares (see 2013-0495821C6), there will be a trivial change in the explicit share terms: a right to requisition a shareholders’ meeting will be deleted, although a similar right will continue under the Alberta Business Corporations Act.

Even without this, the distribution of the Storm shares likely would qualify under s. 84(4.1) as a prompt one-time extraordinary distribution of sales proceeds.

Neal Armstrong.  Summary of Circular of Yoho Resources under Spin-offs & Distributions – S. 86 reorganization spin-offs.