Yamana/Extorre -- summary under Shares for Shares and Cash

CBCA Plan of Arrangement under which Yamana (TSX and NYSE) acquires all of the outstanding common shares of Extorre (TSX and NYSE MKT). $3.50 of cash (estimated to represent 82% of the consideration) and 0.0467 of a Yamana common share is to be provided in exchange for each Extorre common share. (This consideration is calculated to represent a premium of 54% and values the outstanding Extorre shares at $414 million). Each holder of an Extorre incentive stock option is entitled to receive, on exercise of the option, 0.2648 of a Yamana common share.

Bonterra/Spartan -- summary under Share-for-Share

Overview

TSX-listed Bonterra is to acquire each outstanding share of TSX-listed Spartan in exchange for 0.1169 common shares of Bonterra under an Alberta Plan of Arrangement, resulting in the former Spartan shareholders holding approximately 35% of Bonterra. This was considered by the Spartan board to be a superior proposal to that under an arrangement agreement with Pinecrest Energy Inc., resulting in a break fee of $12.5M being paid to Pinecrest.

US Silver/RX Gold -- summary under New Holdco

A combination of U.S. Silver (TSX, US OTCQX and Fankfurt) and RX Gold (TSX-V) pursuant to a Combination Agreement originally dated June 7, 2012 is to be effected by (1) each outstanding common share of U.S. Silver being exchanged pursuant to a CBCA plan of arrangement for 0.67 of a common share of a newly-incorporated OBCA holding company (U.S. Silver & Gold Inc., or "Combined Company"), and (2) each outstanding common share of RX Gold being exchanged (at the same time as (a)) pursuant to an Ontario plan of arrangement for 0.109 of a common share of Combined Company.

Pages

Subscribe to Tax Interpretations RSS