Nord Gold offer for High River is structured to avoid the new foreign affiliate dumping rules

Nord Gold N.V., which currently holds about 75% of the shares of High River Gold Mines Ltd. (a Canadian TSX-listed company with Russian and African mining subsidiaries), is making a direct offer for the remaining High River shares of the public in exchange for cash or Nord Gold GDRs, rather than using a Canadian Acquisitionco.  This avoids engaging the indirect acquisition rules under the new foreign affiliate dumping rules (in draft s. 212.3(10)(f)).

Consistently with there being no Acquisitionco, the Canadian tax disclosure contemplates that any subsequent acquisition transaction might take the form of the acquisition of the untendered shares for cash or Nord Gold GDRs under a plan of arrangement rather than those shares being converted and redeemed under an amalgamation squeeze-out.

Neal Armstrong.  Summary of Nord Gold offer under Mergers and Acquisitions - Cash and Equity Offers.