The Primero acquisition of Brigus Gold is designed to avoid a s. 85.1 rollover and achieve Code s. 368(a) treatment

It is proposed that Brigus Gold will spin-off a small exploration subsidiary ("Fortune") under a s. 86 reorg, with all the Brigus shares then being transferred to Primero Mining Corp. for Primero shares.  To bust a s. 85.1 rollover and force s. 85 elections, the Brigus shareholders also will receive very nominal cash consideration (of $0.000001 per share) from Primero – but with the aggregate cash consideration received by each shareholder rounded up to the nearest nickel.  Unlike Mitel/Aastra, the Brigus option exchanges will occur strictly on the basis of the (post-spin-off) share exchange ratio rather than being subject to any valuation limitation under s. 7(1.4).

From a purely Canadian perspective, there is a seemingly pointless amalgamation of Brigus with a newco subsidiary of Primero at the end of the Plan of Arrangement.  However, the transactions are targeted to qualify as a Code s. 368(a) reorganization, so that the gain of a U.S. shareholder will not exceed the value of the Fortune shares which are spun-out to it.  The amalgamation (which is conventional rather that "survivor" style - contrast Coeur d'Alene/Orko) may be intended to qualify the transactions as a forward merger under s. 368(a)(2)(D).

Neal Armstrong and Abe Leitner.  Summary of Brigus Gold Circular under Mergers & Acquisitions – Mergers – Shares for Shares and Nominal Cash.