Search - ”资源化利用" resource

Chalice/Coventry-- summary under Asset sale/share distribution Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Cross-Border Acquisitions- Inbound- Asset sale/share distribution Chalice Gold acquisition of Coventry Resources assets for shares, followed by share distribution Overview Under a BC Plan of Arrangement, Coventry is to transfer most of its subsidiaries (the "Targets") to Western Rift (a subsidiary of Chalice) in consideration for Chalice shares, which Coventry will then transfer to its shareholders as a stated capital distribution. ...

Serabi/Kenai-- summary under Canadian Buyco Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Cross-Border Acquisitions- Inbound- Canadian Buyco Serabi plc acquisition of Kenai Resources Overview Under a B.C. plan of arrangement, shareholders of Kenai will receive ordinary shares (and no deferred shares) of Serabi (representing an 87% premium). ... Plan of Arrangement Under the Plan of Arrangement: Each common share of a dissenter will be transferred for its fair value to Subco Each common share of Kenai, other than of a dissenter, will be transferred to Subco in consideration for the right to cause the delivery of.85 of an ordinary Serabi share As consideration for the issuance of each such ordinary Serabi share, Subco will issue one Subco share and add its fair market value to its stated capital account The Kenai warrants will be amended so that they apply to Serabi shares, with the exercise price and number of covered shares adjusted accordingly Each Kenai stock option will be exchanged for a replacement option on a Serabi share, with a view to s. 7(1.4) applying Subco and Kenai will amalgamate under the name Kenai Resources Ltd., with each Subco share continuing as an Amalco share, and with the stated capital of the shares of Amalco being the stated capital of the Subco shares issued under the arrangement plus the amount of cash to fund payments to dissenters U.S. ...

Whitecap/ Veren-- summary under Share-for-Share Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Mergers (mostly Plans of Arrangement)- Share-for-Share Whitecap Resources acquire all the shares of Veren on a s. 85.1 exchange Overview It is proposed that under a Plan of Arrangement under the Business Corporations Act (Alberta), all of the outstanding shares of Veren will be exchanged, generally on a s. 85.1 rollover basis, for shares of Whitecap on the basis of 1.05 Whitecap shares for each Veren share. ...

Agnico Eagle/Cayden-- summary under Shares for Shares and Nominal Cash Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Mergers (mostly Plans of Arrangement)- Shares for Shares and Nominal Cash Cayden Resources acquisition by Agnico Eagle for shares and nominal cash Overview Each Cayden (common) share will be transferred to Agnico under a B.C. ...

Yoho/Storm-- summary under Shares for Shares and Nominal Cash Summary Under Tax Topics- Public Transactions- Spin-Offs & Distributions- S. 86 spin-offs- Shares for Shares and Nominal Cash Yoho Resources spin-off of Strom shares using change in shareholders' requisition rights to qualify under s. 86 Overview A subsidiary partnership of Yoho (Yoho Partnership) sold natural gas acreage to Storm on January 31, 2014 in consideration for $30M cash and 13.6M common shares of Storm (valued at that time at $4.25 per share). ... Storm A natural gas and oil resource Alberta company listed on the TSXV. ...

IMIC/Afferro-- summary under Canadian Buyco Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Cross-Border Acquisitions- Inbound- Canadian Buyco IMIC plc acquisition of Afferro Resources using Canadian Buyco Overview Under a B.C. plan of arrangement, shareholders of Afferro will receive, for each Afferro share, £0.80 in cash and a 2-year unsecured convertible note of IMIC (the "Convertible Note") bearing simple interest of 8% on the principal of £0.40 (collectively, the "Consideration"). ...

ExxonMobil/InterOil-- summary under Canadian Buyco Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Cross-Border Acquisitions- Inbound- Canadian Buyco revised share and contingent cash bid with portion of cash consideration repayable based on resource assessment Overview of previous proposal The proposal for the Exxon acquisition of InterOil contemplated that a newly-incorporated B.C. subsidiary of ExxonMobil would acquire InterOil under a Yukon Plan of Arrangement, with the consideration for each InterOil share comprising that number of ExxonMobil shares having a fixed value of U.S.$45.00 per share, plus a cash payment of U.S.$26.87 per share (or U.S.$1.37B in total). However the cash “contingent resource payment” (or “CRP”) of U.S.$26.87 per share, was to be held under an escrow arrangement, to be repaid in full if an interim resource assessment of a Papoua New Guinea natural gas project of InterOil (slated to occur in the 2nd quarter of 2017), showed a resource of less than 6.2 trillion cubic feet equivalent ("tcfe"), and with the CRP having to be repaid on a pro rata basis if the interim assessment showed a resource of between 6.2 and 10 tcfe. ... The payment due pursuant to the Interim Resource Certification will only be paid by Total S.A. upon completion of the interim resource certification if they average resource as per two independent certifiers is greater than 5.4 tcfe- and for each tcfe that is certified above 12 tcfe, an additional U.S.$401.28 million would be payable to InterOil. ...

Rupert/Hudson's Bay-- summary under Inbound Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Cross-Border Acquisitions- Inbound privatization in favour of Newco LLC for continuing NR shareholders with resulting deemed dividend Overview A grouping of non-resident shareholders holding over 60% of the HBC common shares transferred their shares to a newly-formed LLC under a Plan of Arrangement and pursuant to “rollover agreements” (presumably so termed because their HBC shares were not viewed as taxable Canadian property). ... L & RB Entities Collectively, Richard A. Baker, Lisa Baker, Lisa and Richard Baker Enterprises, LLC, Red Trust, Yellow Trust and Blue Trust; L&T B Group L&T B (Cayman) Inc. Table of significant Company insiders’ percentage of common shares (preferred shares for Fabric) Name Common Shares (%) Richard Baker 6.37 Robert Baker 2.16 William Mack 0.49 Lee Neibart 1.79 The Catalyst Capital Group Inc. 17.44 L&T B (Cayman) Inc. 15.58 Hanover Investments (Luxembourg) S.A. 17.45 Fabric Luxembourg Holdings S.à r.l. 100.00 Plan of Arrangement a portion of the Common Shares held by the L & RB Entities will be transferred and assigned to New Holdco pursuant to a Rollover Agreement… simultaneously with (i) above, each Common Share or Preferred Share held by the Continuing Shareholders (other than those being transferred pursuant to (i) above) will be transferred and assigned to New Holdco pursuant to Rollover Agreements… each Common Share held by Dissenting Shareholders will be transferred to the Company in consideration for a claim against the Company. each Common Share other than (a) Common Shares held by a Dissenting Shareholder who has validly exercised such holder’s Dissent Right, or (b) Common Shares held by New Holdco or the Continuing Shareholders, will be purchased by the Company in exchange for the “Consideration” of $11.00 in cash per Common Share. each Preferred Share will be converted into a number of Common Shares calculated in accordance with the terms of the Preferred Shares. each DSU and RSU will be transferred to the Company in exchange for a cash payment from the Company equal to the Consideration. each Option will be transferred by the holder of such Option to the Company in exchange for a cash payment from the Company equal to the amount by which the Consideration exceeds the exercise price per Common Share of such Option.The cost to fund the Consideration is estimated to be approximately $1.11 billion, which will be funded through existing cash resources of the Company and the Debt Financing. ...

Erdene/Advanced Primary Materials-- summary under Shares for Shares and Nominal Cash Summary Under Tax Topics- Public Transactions- Spin-Offs & Distributions- S. 86 spin-offs- Shares for Shares and Nominal Cash Erdene spin-off of Advanced Primary Minerals Current structure Erdene is a TSX-listed corporation holding Cape Breton coal assets through its wholly-owned subsidiary, Erdene Resources Inc. ... Plan of Arrangement A CBCA Plan of Arrangment is intended to result in two separately-held public companies, holding the Mongolian and coal assets, respectively: Erdene will transfer all its shares of ERI to APM in consideration for APM common shares APM and ERI will (vertically) amalgamate to continue as Morien Resources Corp. ("Amalco"), with each APM shareholder (including Erdene) receiving one Amalco common share for every 7.85 APM common shares Each outstanding Erdene common share (which previously was redesignated as an Erdene Class A common share) shall be exchanged for ½ of an Erdene New Share (being a common share) and ½ of one Amalco common share owned by Erdene Every 7.85 options to acquire APM common shares shall be exchanged for one option to acquire an Amalco common share, with the exercise price price multiplied by 7.85 Each option to acquire an Erdene common share shall be exchanged for ½ of an option to acquire an Erdene New Common share and ½ of an option to acquire one Amalco common share. ...

Oil Search/InterOil-- summary under Canadian Buyco Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Cross-Border Acquisitions- Inbound- Canadian Buyco InterOil acquisition by Oil Search in consideration for shares or cash, and a resource-based contingent cash payment Overview Oil Search, a Papua New Guinea (“PNG”) corporation listed on the ASX, is proposing to use a newly-incorporated Yukon subsidiary (“Purchaser”) to acquire (under a Yukon Plan of Arrangement) InterOil, which is a Yukon corporation listed on the NYSE but essentially all of whose assets are natural gas assets held in a PNG subsidiary. ... For example, if the resource is measured at 10 tcfe, the CVRs would pay U.S.$1.17 billion in total. ... Any amounts payable on the CVRs will be paid in cash upon completion of an interim Resource certification process. ...