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Globex-- summary under Butterfly spin-offs Summary Under Tax Topics- Public Transactions- Spin-Offs & Distributions- Butterfly spin-offs Globex butterfly spin-off of CIM TSX-listed Globex is proposing a spin-off to its shareholders by way of butterfly reorganization of CIM, a newly-incorporated subsidiary that is proposed to be listed on the TSX-V and that will hold various mining and exploration properties in the Chibougamu mining camp. Butterfly steps The butterfly reorganization is implemented through the following steps occurring under a Quebec plan of arrangement: Globex common shares of dissenters are purchased for cancellation for their fair value Each Globex common share is exchanged for one Globex voting new common share and one Globex voting Butterfly Share Each Globex Butterfly Share is transferred to CIM in exchange for one CIM common share –except that holders of fewer than 100 Globex common shares receive a cash payment based on the immediate post-arrangement trading price of CIM common shares Each option on a Globex common share is exchanged for one option on a Globex new common share and one option on a CIM common share (with the exercise price on the first option being allocated to the exercise price for the 2nd and 3rd option based on the relative trading prices of the Globex new common shares and the CIM common shares for the 1st five trading days following completion of the plan of arrangement) Globex calculates the net fair market value of each of its three types of property (with its only investment property being marketable securities) Globex transfers the Chibougamu mining camp properties, along with net cash and marketable securities, to CIM- such that CIM receives the "Butterfly Proportion" of each type of property, namely, the fair market value of the transferred mining properties as a proportion of the net fair market value of all the business property of Globex calculated using the consolidated look-through approach – which proportion in turn is equal to the fair market value of the Globex Butterfly Shares divided by the aggregate fair market value of the Globex Butterfly Shares and the Globex new common shares. ...

Alamos/Esperanza-- summary under Shares for Cash and Warrants Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Mergers (mostly Plans of Arrangement)- Shares for Cash and Warrants Subsidiary of Alamos acquires Esperanza for cash and out-of-the-money warrants Overview All the shares of Esperanza, which is a B.C. company listed on the TSX-V and quoted on the OTCQX and holding a Mexican subsidiary, are to be acquired under a B.C. plan of arrangement by Subco, which is a wholly-owned B.C. subsidiary of Alamos, which is a B.C. company listed on the TSX and NYSE, in consideration for cash of $0.85 per share plus 0.0625 of a warrant expiring on May 24, 2017 to acquire an Alamos share at an exercise price of $29.48 (an "Alamos Warrant") – approximately double the current trading price of an Alamos share. ...

First Quantum/Lumina-- summary under Shares for Shares and Nominal Cash, or Cash Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Mergers (mostly Plans of Arrangement)- Shares for Shares and Nominal Cash, or Cash First Quantum acquisition of Lumina for cash, or shares plus $0.01 per share cash Overview All the shares of Lumina are to be acquired under a BC plan of arrangement by First Quantum in consideration (subject to dissenter share adjustments) for 9.67M First Quantum shares and $222M cash (with the overall consideration of $440M representing a 28% premium). ... The deadline for providing an. s. 85(1) or (2) election form to First Quantum is 90 days after the Effective Date of the Plan of Arrangement – with First Quantum to return within 90 days. ...

Connor, Clark: GFO/AUI-- summary under Portfolio Mutual Fund Mergers Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- REIT/Income Fund/LP Acquisitions- Section 132.2 Mergers- Portfolio Mutual Fund Mergers Merger of Connor, Clark & Lunn Financial Opportunities Fund into Australian Banc Income Fund Overview GFO (which has been an unsuccessful Connor, Clark mutual fund focused on international financial institution equities) will be merged into AUI under the s. 132.2 merger procedures after GFO unitholders, who wish to realize a capital loss, have been given an opportunity to redeem their GFO units. ...

., reorganization as Deans Knight Income Corporation, resulting in its shelter being utilized in a new bond- investing business financed on an IPO For the subsequent CRA attack, see under Spin-Offs & Distributions – Liquidations. ...

Intrepid/Blackthorn-- summary under Share repurchases Summary Under Tax Topics- Public Transactions- Spin-Offs & Distributions- Foreign distributions- Share repurchases Intrepid share buyback and acquisition of Blackthorn Overview In order to give its shareholders a choice between being cashed out and participating in a Zambian copper development property, ASX-listed Intrepid will offer to purchase its ordinary shares for cancellation (subject to an aggregate cap of 2/3 of its cash), with the non-tendering shareholders remaining as shareholders of a company which will acquire all the shares of another listed Australian company (Blackthorn) under an Australian scheme of arrangement in consideration for Intrepid shares. ... All of the issued and outstanding ordinary shares of Blackthorn (the Scheme Shares) will be transferred to Intrepid in consideration for Intrepid ordinary shares (the Share Scheme Consideration) – except that the Scheme Shares which otherwise would be issued to "Ineligible Overseas Shareholders," namely, U.S. and Singapore and potentially other non-resident Blackthorn shareholders (other than New Zealand) shareholders, will be issued to a Nominee, with the net proceeds of sale by the Nominee on the ASX being remitted to them. ...

Hecla/Aurizon-- summary under Canadian Buyco Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Cross-Border Acquisitions- Inbound- Canadian Buyco Acquisition of Aurizon by Hecla for share and cash consideration: potentially a forward triangular merger for Code purposes Overview All the shares of Aurizon (a TSX- and NYSE-listed B.C. company with Quebec gold properties and no significant foreign subsidiaries) are to be acquired under a B.C. ... Plan of Arrangement Under the Plan of Arrangement: each Aurizon stock option will be surrendered to Aurizon for Aurizon shares equal to the options' in-the-money value (based on the Cash Consideration) outstanding Aurizon RSUs and DSUs will be cash-surrendered based on the Cash Consideration Aurizon shares of dissenting shareholders will be transferred to Acquireco for their fair value Hecla will subscribe for shares of Acquireco, with such subscription to be satisfied by Acquireco directing Hecla to deliver Hecla shares to Aurizon shareholders as the Share Consideration each outstanding Aurizon share (not held by Hecla) will be transferred to Acquireco for the Cash, Share, or Cash and Share, Consideration, at the election of the Aurizon shareholder, but subject to proration in light of the maximum cash and share consideration – with Acquireco being deemed to have directed Hecla to deliver the Share Consideration on its behalf each Aurizon share held by Hecla will be contributed to Acquireco in consideration for an Acquireco common share Aurizon will file an election to cease to be a private corporation the stated capital of the Aurizon shares will be reduced in aggregate to $1.00 Aurizon and Acquireco will amalgamate under s. 288 of the Business Corporations Act (B.C.) ...

Plazacorp/KEYreit-- summary under Trust Acquisitions by Corporations Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- REIT/Income Fund/LP Acquisitions- Trust Acquisitions by Corporations Plazacorp (a mutual fund corporation) cash and share offer for KEYreit Overview Offer by Plazacorp for units of KEYreit. ... Offer Plazacorp is offering to purchase each outstanding KEYreit (incluidng those resulting from conversion of debentures or other securities) for $8.35 per unit in cash 1.7041 Plazacorp shares, or any combination thereof provided that the aggregate cash consideration is limited to $62.15M and the maximum share consideration is limited to the equivalent of ½ the outstanding KEYreit units (after giving effect to debenture conversions). ...

Lanesborough REIT-- summary under MFT dry income distributions Summary Under Tax Topics- Public Transactions- Spin-Offs & Distributions- Taxable dividends-in-kind- MFT dry income distributions Lanesborough REIT special distribution through unit issuance Overview LREIT used all of the net cash proceeds of a property sale to pay down debt. In order to distribute its resulting capital gain of $29.6 million, it will make a special distribution on all its units on December 31, 2015 to be paid by the issuance of units – except that the amount of the special distribution will be reduced to take into account LREIT's operating loss for 2015 and a 2014 non-capital loss. ...

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). ... Response to Yukon Court of Appeal decision Following a decision of the Yukon Court of Appeal reversing approval of the Plan of Arrangement, ExxonMobil has returned with the same offer (set out in a more detailed Circular of InterOil), except that the CRP cap occurs at 11 tcfe rather than 10 tcfe – and also secured a fairness opinion from BMO to InterOil which was paid for on a fixed fee rather than contingent basis. ...