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TORC/Vero-- summary under Triangular Amalgamations Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Amalgamations- Triangular Amalgamations Triangular amalgamation of TORC (a private company) with a wholly-owned subsidiary of Vero Overview The arrangement effectively represents an acquisition of TSX-listed Vero, seen as a high netback, light oil focused Cardium resource play, by TORC (an unlisted Alberta company), which is focused on the southern Alberta Bakken petroleum system. ...

Lowe’s/RONA-- summary under Canadian Buyco Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Cross-Border Acquisitions- Inbound- Canadian Buyco Lowe’s acquisition of RONA through exisiting Nova Scotia ULC Overview. ... Each DSU, RSU or PSU will be transferred by its holder to the Corporation in exchange for a cash payment from the Corporation of $24.00, except that such consideration in respect of each PSU granted in calendar year 2013 will be multiplied by the applicable level of achievement percentage determined by the Corporation’s Human Resources and Compensation Committee. ...

AuRico/Alamos/AuRico Metals-- 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 Merger of AuRico and Alamos and s. 86 spin-off of AuRico Metals Overview Under an Ontario Plan of Arrangement, AuRico will acquire all the shares of Alamos ("Alamos Shares") in consideration for AuRico common shares ("AuRico Shares") and nominal cash (so that a s. 85 election is required for rollover treatment), and then amalgamate with Alamos. ... An acquisition of control of AuRico (which likely has significant Canadian resource pools) by Alamos under ITA s. 256(7)(c) will be avoided by having the AuRico Metals spin-off occur after the merger. ...

The shares of Progressive will then be consolidated (so that the Waste Connections shareholders have the same number of shares as before) – and Progressive will be renamed Waste Connections by means of amalgamation with a shell Ontario subsidiary with that name. ... Waste Connections A Delaware NYSE-listed integrated municipal solid waste services company that provides solid waste collection, transfer, disposal and recycling services primarily in exclusive and secondary markets in the U.S. and a leading provider of non-hazardous exploration and production waste treatment, recovery and disposal services in several of the most active natural resource producing areas of the U.S. ... U.S. tax considerations Code s. 7874 opinions The obligation to effect the Merger is conditional upon Progressive's and Waste Connections' receipt of Code s. 7874 opinions from Weil, Gotshal & Manges LLP and Locke Lord LLP, respectively, dated as of the closing date and subject to certain qualifications and limitations, to the effect that s. 7874 and the Treasury Regulations promulgated thereunder should not apply in such a manner so as to cause Progressive to be treated as a U.S. corporation for U.S. federal income tax purposes from and after the closing date of the Merger. ...

This exchange will occur on a taxable basis for Canadian purposes – and the AIM qualifies as a designated exchange for RRSP eligibility purposes. ... Its principal assets are the Sonora Lithium and Magdalena properties in Mexico held in direct or indirect Mexican subsidiaries (with Cadence, another resource company, as a minority shareholder). ... Any Bacanora Canada Shareholder who, either alone or together with persons connected with him, holds more than 5% of Bacanora Canada Shares is advised that clearance has been sought from HM Revenue & Customs under section 138 of the Taxation of Chargeable Gains Act 1992 in respect of the Arrangement. ...

Pan American/Tahoe-- summary under Shares for CVRs, and Shares or Cash Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Mergers (mostly Plans of Arrangement)- Shares for CVRs, and Shares or Cash consideration for the proposed Pan American acquisition of Tahoe includes future contingent Pan American share deliveries Overview Under the proposed acquisition of Tahoe Resources by Pan American Silver pursuant to a B.C. ...

Filo/ BHP/ Lundin-- 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 Filo to be jointly acquired by BHP for BHP cash, and by Lundin Mining for cash and shares Overview It is proposed that Filo, a TSX-listed CBCA corporation indirectly holding a large deposit in Argentina and Chile, will be acquired by a Canadian joint venture company (JVCo) to be held on a 50-50 basis indirectly by (TSX-listed) Lundin Mining and by a Canadian subsidiary (BHP) in the BHP Group (the parent’s primary listing is in Australia). ... Josemaria Josemaria Resources Inc., the CBCA corporation through which Lundin Mining holds the Josemaria project in Argentina, which adjoins the Filo del Sol project of Filo. ...

Nuvo/Crescita-- summary under Butterfly spin-offs Summary Under Tax Topics- Public Transactions- Spin-Offs & Distributions- Butterfly spin-offs Nuvo Research butterfly spin-off of Crescita Overview. ... Will be a drug development company with a diversified pipeline of product candidates and sufficient cash resources to execute its current business plan for the next 24 months. ...

Plan of Arrangement), with GWRI as the survivor – following which a public offering by GWRI would be completed. ... GWRI operates in the Western U.S. as a water resource management company that owns and operates regulated water, wastewater and recycled water utilities, principally in metropolitan Phoenix, Arizona. ...