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Rio Alto/Sulliden-- summary under Share-for-Share Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Mergers (mostly Plans of Arrangement)- Share-for-Share 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. ... Sulliden will subscribe for $25M of additional SpinCo Shares in cash – or as to $15M in cash and as to $10M trough the transfer of the Rio Alto acquired in 5; Sulliden Options will be exchanged for Sulliden Class A Options and 0.10 of a SpinCo Option; Following the amendment of the authorized share capital of Sulliden to redesignate the Sulliden Shares as Class B Shares (common shares with one vote per share) and create Class A Shares (common shares with two votes per share), Sulliden shall undertake a reorganization of capital whereby each outstanding Class B Share will be exchanged with Sulliden for one Class A Share and 0.10 of a SpinCo Share; Each outstanding Class A Share (other than Class A Shares held by Rio Alto or any affiliate thereof) will be transferred to Rio Alto for 0.525 of a Rio Alto Share; Each Sulliden Class A Option shall be exchanged for a Rio Alto Replacement Option; Each Class A Share held by Rio Alto will be transferred to Rio Alto Newco in consideration of the issue by Rio Alto Newco to Rio Alto of one common share of Rio Alto Newco for each Class A Share so transferred; Rio Alto NewCo and Sulliden shall amalgamate to form Amalco with the same effect as if they had amalgamated under Section 177 of the OBCA.; and The terms of the Sulliden Warrants will be consequentially adjusted. ...

" Basic terms of Offer. Shareholders of the Company ("Shareholders") who wish to accept the Offer may do so in one of two ways: (a) by making an auction tender ("Auction Tender") pursuant to which they agree to sell to the Company at a specified price per Share (not less than $34.00 and not more than $38.00 and in increments of $0.10 within that range) a specified number of Shares owned by them; or (b) by making a purchase price tender ("Purchase Price Tender") which will be deemed to have been made at a price of $34.00 per Share. ... The Company has concluded it can rely on the "liquid market exemption" specified in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. ...

Milestone REIT-- summary under REIT/LP sales proceeds distribution Summary Under Tax Topics- Public Transactions- Spin-Offs & Distributions- REIT/LP sales proceeds distribution Milestone Apartment REIT sale of its U.S. ... REIT status It is a condition to closing that Vinson & Elkins LLP, U.S. counsel to the REIT (or other counsel reasonably satisfactory to Purchaser), render an opinion to the Purchaser to the effect that, the REIT qualified as a real estate investment trust under the Code for all taxable periods commencing with its initial taxable year ended December 31, 2013 through the Closing Date, and that the REIT's organization and actual method of operation has enabled it to meet the requirements for qualification and taxation as a real estate investment trust under the Code. ...

Mergers Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Cross-Border Acquisitions- Outbound- Delaware etc. ... Silver & Gold Inc. (“U.S. Silver”) was completed to combine their respective businesses. ...

Thomson Reuters-- summary under S. 86 cash distributions Summary Under Tax Topics- Public Transactions- Spin-Offs & Distributions- S. 86 cash distributions US$2.3 billion in cash distributed pursuant to a s. 86 reorg with opt-out right Overview On November 27, 2018, Thomson Reuters distributed US$2.3 billion to its shareholders (being a portion of the US$17 billion realized earlier in the year on an asset sale), using a s. 86 distribution. ... Each outstanding Participating Share will be exchanged for (i) the Cash Distribution Per Share of US$4.45, and (ii) a portion of a New Common Share equal to the Share Consolidation Ratio, being the ratio of US$X – Cash Distribution Per Share to US$X, where X is the volume weighted average trading price of Shares on the New York Stock Exchange for the five trading days preceding the “Effective Date” (i.e., of the Arrangement); In connection with 2, the Corporation will deduct from the stated capital of the Shares an amount equal to the aggregate stated capital, immediately before the exchange in 2, of the Participating Shares; The Corporation will add to the stated capital account of the New Common Shares an amount in Canadian dollars equal to the difference between (i) the aggregate PUC of the Participating Shares immediately before such exchange, and (ii) the Aggregate Cash Distribution Amount in Canadian dollars; Each New Common Share will be exchanged for one Share. ...

Mergers Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Cross-Border Acquisitions- Outbound- Delaware etc. Mergers Loral merges with Telesat through creation of new Canadian partnership/corp holding structure Overview Telesat Canada, a Canadian corporation and global satellite operator that was mostly owned by Loral Space & Communications Inc. ... Loral Loral Space & Communications Inc., a Delaware public corporation holding a 62.6% economic interest and 32.6% voting interest in Telesat. ...

Slate Retail/SUSO 3-- summary under REIT Mergers Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- REIT/Income Fund/LP Acquisitions- REIT Mergers S. 132.2 merger of SUSO 3 into Slate Retail REIT Overview SUSO 3 will be merged into the REIT under s. 132.2, with the former SUSO 3 unitholders receiving 7.5M Class U Units of the REIT and with U.S. holders of 207K exchangeable Class B units of its indirect Delaware holding partnership (Slate U.S. ...

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). ...

Holland Global/Maplewood REIT-- summary under CPC/Microcap Conversions Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- REIT/Income Fund/LP Acquisitions- CPC/Microcap Conversions Conversion of Holland Global Capital into Maplewood International REIT Overview Under a CBCA Plan of Arrangement, the shareholders of the Corporation (a recently-formed TSXV-listed capital pool company which has not yet made its qualifying acquisition- see TSX-V Policy 2.4- Capital Pool Companies) will transfer their shares to a subsidiary Ontario LP of the REIT (Maplewood LP) on a taxable basis in exchange for REIT Units on an 8-for-1 basis (the "Exchange Ratio")- or, if they wish to and elect to transfer on a s. 97(2) rollover basis, they will transfer their shares to Maplewood LP for (exchangeable) Class B LP Units of Maplewood LP in accordance with the Exchange Ratio together with an equal number of special voting units of the REIT. ...

In order to eliminate the Direct Subtrusts, KEYreit and Plazacorp Operating Trust, the Direct Subtrusts will transfer their assets to Trust A (a new subtrust of Plazacorp) in reliance on the no-disposition rule in s. 248(1) – disposition, (f), and then there will be s. 107.4 transfers of assets by Trust A to KEYreit, and (following the 1st merger) by KEYreit to a further new subtrust of REIT (REIT #2), followed by a de minimis distribution of REIT #2's units by REIT to the REIT unitholders (in order to qualify REIT #2 as a mutual fund trust). ...