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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. ...

Anderson then will transfer most of its assets to New Anderson, other than shallow gas assets (which are considered to be non-core assets) in consideration for assumption of liabilities and the issuance of New Anderson common shares – which will then be distributed to New Anderson for cancellation as a stated capital distribution. ... It is anticipated that by virtue of a ITA s. 66.7(7)(e) successor election, New Anderson will acquire resource pools of Anderson, whereas Anderson will retain non-capital losses and undepreciated capital cost of $222 million (with the $35 million purchase price subject ot adjustment if such tax attributes are less than $222 million). See full summary under Spin-Offs & Distributions – Taxable Spin-offs. ...

Hudbay/Augusta-- summary under Shares and Warrants Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Subsequent Acquisition Transactions- Amalgamations- Shares and Warrants Squeeze-out of remaining Augusta Resource shareholders on triangular amalgamation with Hudbay subsidiary in exchange for Amalco prefs (which are redeemed for warrants on Hudbay shares) and for Hudbay shares Overview Following the acquisition by Hudbay of most of the common shares of Augusta (the "Augusta Shares") in consideration for common shares of Hudbay ("Hudbay Shares") and for warrants to acquire common shares of Hudbay ("Hudbay Warrants"), there will be an amalgamation squeeze-out of the minority Augusta shareholders under which, on an amalgamation of Augusta with Newco, they will receive Hudbay Shares and redeemable preference shares of Amalco (having full stated capital). ...

For each whole right (a "Right") held, a holder will be entitled to subscribe for one common share of the Corporation (a "Share") at a price of $● per Share (the "Subscription Price") at any time from ●, 2017 to 5:00 p.m. (Toronto time) (the "Rights Expiry Time") on ●, 2017 (the "Rights Expiry Date"). ... Standby Agreement The “Standby Purchasers” (Arias Resource Capital Fund II L.P. and Arias Resource Capital Fund II (Mexico) L.P.) have agreed, severally and subject to stipulated conditions, that each of the Standby Purchasers will purchase its respective percentage of the shares that are not subscribed under Rights Offering. ...

Yamana/Extorre-- summary under Shares for Shares and Cash Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Mergers (mostly Plans of Arrangement)- Shares for Shares and Cash Yamana acquisition of Extorre for cash and shares with potential s. 85(1) rollover 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. ... In this regard, Extorre considers that its common shares do not currently derive more than 50% of their fair market value from Canadian resource properties etc. ...