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Kingsett & OPB/Primaris-- summary under Unsolicited Bids Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- REIT/Income Fund/LP Acquisitions- Unsolicited Bids KingSett/OPB joint bid for Primaris (superceded by Primaris merger with H&R) Offeror The Offeror is an Ontario LP whose LP units are owned equally by an affiliate of KingSett Capital, and OPB Trust, an associate of OPB. ...

Gastar-- summary under Outbound continuances Summary Under Tax Topics- Public Transactions- Other- Continuances/Migrations- Outbound continuances Continuance of Gastar Exploration from Alberta to Delaware Overview Pursuant to a Plan of Arrangement under s. 193 of the ABCA, the jurisdiction of incorporation of Gastar will be changed from Alberta to Delaware by way of a domestication under s. 388 of the Delaware General Corporation Law ("DGCL") – so that its existence as a corporation will be deemed to have commenced on December 22, 2005, the date of original incorporation under the ABCA. ... Holders – s. 367 If the continuance qualifies as a Code s. 368(a) reorganization, U.S. holders of Gastar shares generally will not recognize any gain or loss for Code purposes upon the exchange of their Gastar shares for shares of New Gastar pursuant to the continuance unless the Code s. 367 rules or PFIC rules apply. ... Holders – PFIC Gastar believes that it is not and never has been a PFIC. ...

Holders – s. 367 U.S. holders of Revett Minerals shares generally will not recognize any gain or loss for Code purposes upon the exchange of their Revett Minerals shares for shares of New Revett Minerals pursuant to the continuance unless the Code s. 367 rules or PFIC rules apply. ... Holders – PFIC Revett Minerals believes that it is not and never has been a PFIC. ...

See full summary under Mergers & Acquisitions – Cross-Border Acquisitions – Inbound – Reverse Takeovers. ...

Mitel/Polycom-- summary under Inversions Summary Under Tax Topics- Public Transactions- Other- Continuances/Migrations- Inversions acquisition of Polycom by Mitel in Delaware merger for cash and Mitel shares Overview The acquisition of Polycom, a NASDAQ-listed U.S. corporation by Mitel (a TSX and NASDAQ-listed Canadian corporation) in a Delaware merger (in which an indirect Delaware sub of Mitel (“Merger Sub”) is merged into Polycom, with Polycom as the survivor) is structured so that it will be treated for accounting purposes as a purchase by Mitel and as not causing Mitel to be deemed to be a U.S. corporation under Code s. 7874 – even though the market cap of Polycom is almost 50% greater than that of Mitel. ... See detailed summary under Mergers & Acquisitions – Cross-Border Acquisitions – Outbound – Delaware Mergers. ...

Rio Alto/Sulliden-- 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 S. 86 spin-off of Quebec property of Sulliden, and its acquistion on share-for share exchange by Rio Alto and amalgamation with Rio Alto subsidiary as a s. 368(a) reorg Overview Following the spin-off of SpinCo on a s. 86 reorg of Sulliden on the basis of 0.10 of a SpinCo Share for each (common) Sulliden Share, all of the outstanding Sulliden Shares will be exchanged for (common) Rio Alto Shares on the basis of 0.525 of one Rio Alto share for each Sulliden Share. ... See full summary under Mergers & Acquisitions – Mergers – Share-for-share. ...

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. ...

" See full summary under Mergers & Acquisitions – REIT/Income Fund/LP Acquisitions – Taxable Trust Mergers. ...

Unit pricing The price per Trust Unit will be: Class A, A1, B and B1 Trust Units (Denominated in C$) Class U and U1 Trust Units (Denominated in US$) On or before August 31, 2016 $ 9.00 $ 9.00 On or before December 31, 2016 $ 9.50 $ 9.50 On or before June 30, 2017 $ 9.75 $ 9.75 After June 30, 2017 $ 10.00 $ 10.00 Trust An open-ended Alberta unit trust whose units will not be listed. ... The Trust anticipates being fully invested within nine months of Final Closing (being the earlier of (i) December 31, 2017; or (ii) the date on which the $100,000,000 has been raised by the Offering – subject to extension at the Manager’s discretion. ... Canadian tax consequences MFT status/SIFT rules It is assumed that the Trust will qualify as a "mutual fund trust" – and that the Trust Units will not, at all relevant times, be listed or traded on a stock exchange or other public market and, accordingly, that the Trust will not be liable for the SIFT Tax. ...

(‘‘MPI’’) which is part of the Minto Group of companies (collectively, ‘‘Minto ’ ’), Since its inception in 1955, Minto has built more than 85,000 new homes, and it currently manages over 13,000 residential suites and a commercial portfolio of more than 2.5 million square feet of office and retail space; and it has more than 1,100 full-time employees in Canada and the U.S.. ... Capitalization Immediately following Closing, the Debt to Gross Book Value Ratio of the REIT is expected to be as follows: Assumed Debt.................................................. $ 239,145 Class C Units.................................................... 233,282 Unsecured promissory note......................................... 25,797 Principal amounts outstanding under the Credit Facility..................... 28,458 Indebtedness................................................... $ 526,682 Gross Book Value............................................... $1,128,955 Debt to Gross Book Value Ratio (inclusive of mark-to-market)................ 46.7% Transaction steps Prior to Closing MPI formed a number of wholly-owned entities, including Minto Apartment GP Inc. ... Unit redemption rights Upon receipt of the Redemption Notice by the REIT, all rights to and under the Units tendered for redemption shall be surrendered and the holder thereof will be entitled to receive a price per Unit (the ‘‘Redemption Price’’) equal to the lesser of: (a) 90% of the ‘‘Market Price’’ of a Unit calculated as of the date on which the Units were surrendered for redemption (the ‘‘ Redemption Date’ ’); and (b) 100% of the ‘‘Closing Market Price’’ on the Redemption Date. ...