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Whiting/Kodiak-- summary under Canadian Buyco Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Cross-Border Acquisitions- Inbound- Canadian Buyco Acquisition of Kodiak Oil by Whiting acquisition subsidiary followed by survivor-style amalgamation Overview Kodiak, after being continued from the Yukon to B.C., will be acquired by Whiting Canadian Sub under a B.C. ... Arrangement It is a condition to the obligation of both Whiting and Kodiak to complete the arrangement that Whiting receive a written opinion from Foley & Lardner LLP, counsel to Whiting that for Code purposes the arrangement transactions should (i) be treated as a single integrated transaction for such purposes and (ii) qualify as a "reorganization" under ss. 368(1)(1)(A) and 368(1)(2)(E). Kodiak agreed to use commercially reasonable efforts to cause Dorsey & Whitney LLP, counsel to Kodiak, to deliver a similar opinion. ...

. … [Conversion to s. 108(2)(b) unit trust.] The Trustees have advised counsel that they intend to implement the changes to the Declaration of Trust which were approved by the Unitholders, with the result that Artis would be converted from an open-end trust to a closed-end trust prior to the closing of the Offering. The Ruling confirms that the conversion will not result in a disposition by Artis of its property or by the Unitholders of their Units, includes opinions regarding the application of the asset and income tests (described above) which must be met by a closed-end mutual fund trust which holds property through a partnership, and includes an opinion that none of the factual information or the description of the Proposed Transactions contained in the Ruling would lead to a conclusion that Artis did not meet the requirements to be a closed-end mutual fund trust. … Management of Artis intends to ensure that Artis will, from and after the time of the conversion, be able to satisfy the conditions to qualify as a closed-end mutual fund trust. … [REIT status.] Management of Artis believes that Artis has met the requirements of the REIT Exception in each taxation year since 2009 and will be able to meet the requirements of the REIT Exception throughout 2012, and intends for Artis to qualify for the REIT Exception at all future times. … [Disposition on Unit reclassifications.] ...

Endo/Paladin-- summary under Taxable spin-offs Summary Under Tax Topics- Public Transactions- Spin-Offs & Distributions- Taxable spin-offs Acquisition by Endo International (a newly-formed public plc) of Endo Health and Paladin with safe income strip, tuck-over option and taxable Canadian spin-off It is proposed that a newly-formed Irish company (New Endo) will become the publicly-traded holding company for two public companies: Endo (a US public company) and Paladin (a Canadian pubic company). ... See full summary under Mergers & Acquisitions- Cross-Border Acquisitions- Inbound- New Non-Resident Holdco. ...

Deans Knight-- summary under Corporate Liquidations Summary Under Tax Topics- Public Transactions- Spin-Offs & Distributions- Liquidations- Corporate Liquidations Deans Knight stated capital distribution of funds net of holdback to pay and fight loss-denial reassessment For a summary of the 2009 transactions challenged by CRA, see under Other – Loss Utilizations. ...

The share exchange, drop-down and amalgamation are intended to qualify as a Code s. 368(a) reorganization – so that tax deferral (except re the nominal cash) generally will be available for U.S. shareholders who acquired their Rio Alto shares after May 2011, as Rio Alto is believed not to have been a PFIC since then. ... Thereafter: Each outstanding Rio Alto common share will be transferred to Tahoe in exchange for 0.227 of a Tahoe common share and Cdn.$0.001 in cash; and Rio Alto Options (including SGC replacement options) will be exchanged for Tahoe options – provided that in the event that the in-the-money value of such Tahoe options exceeds that of the Rio Alto options, the number of Tahoe common shares which may be acquired on exercise will be reduced. ... The arrangement should qualify as a tax-deferred reorganization under Code s. 368(a) – so that if the PFIC rules do not apply, a U.S. holder should not recognize gain (except based on the amount of nominal cash received). ...

Plazacorp/KEYreit-- summary under Subsequent Acquisition Transactions (REITs) Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- REIT/Income Fund/LP Acquisitions- Subsequent Acquisition Transactions (REITs) Completion of Plazacorp acquisition of KEYreit See full summary under Declaration of Trust Amendment- Cash or Shares. ...

C&C/Platino/Pacific Rubiales-- 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 Spin-off by C&C Energia of Platino Energy in s. 86 reorganization, followed by acquisition of C&C Energia by Pacific Rubiales See summary under Mergers ...

Fission/Alpha-- 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 S. 86 spin-offs of exploration companies by Alpha Minerals and Fission Uranium, and acquisition of Alpha Minerals by Fission Uranium Overview Alpha and Fission (both TSXV-listed, and ABCA and CBCA corporations, respectively) will be transferring various (mostly uranium) exploration assets to Alpha Spinco and Fission Spinco and spinning-them off (per the s. 86 rules) under ABCA and CBCA Plans of Arrangement (the Alpha Arrangement and Fission Arrangement), with each Alpha share then being transferred to Fission under the Alpha Arrangement for 5.725 Fission common shares and nominal cash (so that no rollover treatment obtains unless a s. 85 election is filed). ... Each of the other Alpha common shares will be exchanged for one Alpha Class A share and ½ of an Alpha Spinco common share, with the stated capital of the Alpha Class A shares being equal to the paid-up capital of the exchanged Alpha common shares minus the fair market value of the Alpha Spinco common shares. Each Alpha common share will be transferred to Fission for 5.725 "new" Fission common shares (see 3 of section below) and cash of $0.0001 Each employee stock option to acquire an Alpha common share will be exchanged for an option to acquire 5.725 new Fission common shares, with the exercise price reduced by the fair market value of ½ an Alpha Spinco common share; and similarly re Alpha warrants. ...

US Silver/RX Gold-- summary under New Holdco Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Mergers (mostly Plans of Arrangement)- New Holdco Merger of U.S. ... Silver & Gold Inc., or "Combined Company"), and (2) each outstanding common share of RX Gold being exchanged (at the same time as (a)) pursuant to an Ontario plan of arrangement for 0.109 of a common share of Combined Company. ...

Coeur d'Alene/Orko-- summary under Canadian Buyco Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Cross-Border Acquisitions- Inbound- Canadian Buyco Coeur d'Alene acquisition of Orko for cashless exercise warrants, and cash or shares, followed by survivor-type amalgamation of Orko with Coeur d'Alene subsidiary Overview All the 142.1M shares of Orko, which is a B.C. company listed on the TSX-V and holding a Mexican subsidiary, are to be acquired under a B.C. plan of arrangement by Subco, which is a B.C. wholly-owned subsidiary of Coeur, which is an Idaho corporation listed on the NYSE and TSX. ... The s. 3(a)(10) exemption would not be available on the issuance of Coeur shares on the exercise of Warrants – hence the cashless exercise feature. ...