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Amount – The maximum aggregate principal amount is U.S.$100 million plus the addition described above for accrued and unpaid interest on the Gold Notes and the Restructuring Fee. ... Cash Flow Sweep – A minimum of 75% of the Excess Cash Flow (defined so as to be reduced by exploration and capital expenditures) will be paid into a sinking fund, which will be applied towards repayment, repurchase (in the market, by tender, or by private contract, at any price, which, for greater certainty, may be below par) or other redemption, as the Company elects, of the 2020 Debentures. Redemption – The 2020 Debentures may be redeemed for cash in whole or in part from time to time at the option of the Company on not less than 30 days’ notice, at a price equal to their principal amount (including any PIK 2020 Debentures issued) plus accrued and unpaid interest. ...

Under the proposed CCAA Plan, the notes and loans will be exchanged for approximately 58.2% of the Corporation’s fully diluted shares, the Catalyst DIP financing will be exchanged for 29.3% of the fully diluted shares – and the DIP providers will hold warrants (with a nominal exercise price) to acquire 12.5% of the fully diluted shares. ... The U.S. tax disclosure discusses the risk that U.S. holders would receive rollover treatment – on the basis that their debt holdings are “securities,” or that the Plan would be considered to be a recapitalization. ... The Corporation Pacific Exploration & Production Corporation (formerly Pacific Rubiales Energy Corp.) is a B.C. public company. ...

Alignvest/Trilogy-- summary under Subscription Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Cross-Border Acquisitions- Outbound- Subscription subscription by Alignvest (a Cdn SPAC) for a majority interest in Trilogy (a holding LLC for New Zealand and Bolivian Opcos) resulting in dual residence Overview Alignvest, which is a Canadian special purpose acquisition corporation listed on the TSX, is subject to a deadline of June 2017 to apply its 2015 IPO proceeds (mostly still held in escrow) to a qualifying acquisition. ... The results include that Alignvest will be a dual tax resident subject to U.S. tax on its worldwide taxable income (with issues as to whether the IRS would grant foreign tax credits for the Canadian tax on the same income), and that Canadian shareholders will be subject to U.S. withholding tax on their dividends (for which no Canadian foreign tax credit may be available) – and that, conversely, U.S. shareholders will be subject to Canadian withholding tax on their dividends (for which no U.S. foreign tax credit may be available). ... Each subscriber for a Class A Unit of the Corporation received 1 Class A Restricted Voting Share and ½ of a warrant (an “Alignvest Warrant”) with a C$11.50 exercise price and a five-year term. ...

NREO and minority members will contribute 100% of the LLC interests in two LLCs- one of which, in turn, holds five hotel-specific LLCs – to the OP in exchange for Class B units of the OP. ... Baker & McKenzie LLP, U.S. counsel to the REIT, will render an opinion in connection with the Closing in respect of the treatment of the REIT as a U.S. corporation under s. 7874. ... The REIT expects to receive an opinion of Baker & McKenzie LLP with respect to its qualification as a real estate investment trust. ...

Radian/Wheel-- summary under Canadian Buyco Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Cross-Border Acquisitions- Inbound- Canadian Buyco Radian Logistics acquisition of Wheels Group for Radian shares or cash with minority shareholders able to elect solely cash Overview Radian, a listed Delaware corporation, is proposing that the Purchaser, a ULC subsidiary, acquire all of the shares of Wheels Group for cash or Radian shares under an OBCA Plan of Arrangement. ...

Bellatrix/Angle-- summary under Shares for Shares or Cash Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Mergers (mostly Plans of Arrangement)- Shares for Shares or Cash Bellatrix acquisition of Angle for cash or shares followed by their amalgamation Overview All the shares of TSX-listed Angle are to be acquired under an Alberta plan of arrangement by Bellatrix (a TSX-listed ABCA corporation, also listed on the NYSE MKT) in consideration for 30.2M Bellatrix shares and $69.7M cash. ...

Mamba/Champion-- summary under Exchangeable Share Acquisitions Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Cross-Border Acquisitions- Inbound- Exchangeable Share Acquisitions Acquisition of Champion Iron by Mamba using exchangeable share structure Overview Under a proposed OBCA plan of arrangement, a wholly-owned Ontario subsidiary (Canco) of Mamba, an Australian corporation listed on the ASX, will acquire (directly, except as described below) all of the common shares of Champion, an Ontario TSX- and Frankfurt-listed corporation focusing on the exploration and development of iron deposits in Quebec and Labrador and implicitly valued on a fully-diluted basis at $Cdn.60M, in consideration for Mamba ordinary shares on the basis of an Exchange Ratio of 0.733333 (i.e., 11 Mamba ordinary shares for each 15 Champion common shares)- provided that Canadian-resident taxable shareholders who are not financial institutions may elect to receive their share consideration as exchangeable shares of Canco. ...

Franchise Services/Hertz-- summary under Continuance and Merger Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Cross-Border Acquisitions- Outbound- Continuance and Merger Continuance of Franchise Services of North America Inc. to Delaware and merger with Macquarie-financed purchaser of a Hertz car rental business Overview In order to merge the car rental business of Adreca, a private Delaware corporation, with the car rental business of FSNA, a TSXV-listed CBCA corporation, Adreca will be merged into a subsidiary of FSNA with Adreca as the survivor, and FSNA, following its continuance from Canada to Delaware ("New FSNA"), will then be merged with Adreca, with New FSNA as the survivor. ...

Dixie/VisionSky-- summary under Trust Acquisitions of Corporations Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- REIT/Income Fund/LP Acquisitions- Trust Acquisitions of Corporations Acquisition of VisionSky by Dixie Energy Trust Overview The Trust is to acquire all of the outstanding shares of VKY (a.k.a. ...

Cominar/Canmarc-- summary under Trust Acquisitions of Trusts Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- REIT/Income Fund/LP Acquisitions- Trust Acquisitions of Trusts Cominar offer for Canmarc Overview Cominar REIT through 10 Newco subsidiaries is offering cash or (at the Canmarc unitholder's option) Cominar units for Canmarc units, subject to the total number of Cominar units being capped at 16M but with no potential proration of the cash consideration. ...