It is proposed that a TSX-listed mutual fund trust (Eagle Energy Trust), through a sub trust ("CT"), will hold a Delaware LP which will carry on a US oil and gas business.

Overview

Overview

Overview

Overview

Overview

Overview

The REIT, which initially will indirectly hold a portfolio of industrial, office and retail rental properties mostly in western Canada (23 out of 27) will acquire its initial properties through the acquisition of a property LP ("FAM LP") from Huntingdon Capital Corp. (Huntingdon"), which will hold an approximate 18% indirect interest in the REIT through exchangeable units in FAM LP, and also will be the manager.

Overview

With a view to all the common shareholders of ISG becoming the unitholders of the Trust, which is expected to be a REIT, ISG will sell its sole real estate asset and then, under a CBCA Plan of Arrangement, each ISG common shareholder will have the option of redeeming its shares for cash or for units of the Trust, so that following the Plan of Arrangement, ISG will be wholly-owned by the Trust.

For further details

see the more detailed discussion under Spin-offs - S. 84(3) Redemption Spin-offs.

Open-end REIT/Exchangeable unit structure

Overview

Offering of 14.72M instalment receipt units ("Receipt Units") to be distributed to the public and of 4.95M (fully-paid) "LT/Greenwin Units" described below. A portion of the proceeds will be used to prepay $175M of rent under 35 year leases of eight apartment buildings to RESREIT.

Receipt Units

The initial instalment payable at closing is $6.00 per unit and the fianl instalment is $4.00 per unit payable on or before the first anniversary of closing. The Receipt Units will be pledged to secure the final instalment.