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Molycorp/Neo Material-- summary under Exchangeable Share Acquisitions Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Cross-Border Acquisitions- Inbound- Exchangeable Share Acquisitions Acquisition of Neo Material by Molycorp using exchangeable share structure Overview Under a proposed CBCA plan of arrangement, a BC subsidiary (Exchangeco) of Molycorp, a Delaware NYSE-listed corporation, will acquire all of the common shares of NEM, a CBCA TSX-listed corporation producing rare earth products and valued under the Arrangement at $1.3 billion, in consideration for cash or Molycorp shares at the option of the NEM shareholder (but subject to proration adjustments to ensure that the total cash and share consideration are 71.24% and 28.76%, respectively, of the total)- provided that Canadian-resident taxable shareholders may elect to receive their share consideration in the form of exchangeable shares of Exchangeco. ...

Filo/ BHP/ Lundin-- summary under Joint Acquisitions Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Joint Acquisitions Filo to be jointly acquired by BHP for BHP cash, and by Lundin Mining for cash and shares Overview It is proposed that Filo, a TSX-listed CBCA corporation indirectly holding a large deposit in Argentina and Chile, will be acquired by a Canadian joint venture company (JVCo) to be held on a 50-50 basis indirectly by (TSX-listed) Lundin Mining and by a Canadian subsidiary (BHP) in the BHP Group (the parent’s primary listing is in Australia). ...

Gold Fields/ Osisko-- summary under Shares for Cash Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Mergers (mostly Plans of Arrangement)- Shares for Cash Gold Fields Ontario subsidiary to acquire all the common shares of Osisko for cash Overview It is proposed that an indirect Ontario subsidiary of Gold Fields (the “Purchaser”) acquire the (common) shares of Osisko (a TSX-listed Ontario corporation whose principal asset is a 50% interest in the Windfall gold project in Quebec) for $1.9B in cash. ...

FirstService/Collier-- summary under Butterfly spin-offs Summary Under Tax Topics- Public Transactions- Spin-Offs & Distributions- Butterfly spin-offs Butterfly spin-off of New FSV (to be renamed FirstService) by FirstService (to be renamed Colliers International Group Inc.) ... FirstService Share Exchange The exchange of FirstService Subordinate Voting Shares for FirstService New Subordinate Voting Shares and FirstService SV Special Shares will result in a disposition at Adjusted cost base, with the allocation thereof between the FirstService New Subordinate Voting Shares and FirstService SV Special Shares to be based on relative fair market values of the shares immediately after the exchange – and similarly for the multiple voting shares. ...

Brookfield (BPY)/BPO-- summary under Cash, units or exchangeable units Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Subsequent Acquisition Transactions- Plan of Arrangement- Cash, units or exchangeable units Second-stage acquisition by Brookfield Property Partners of remaining BPO common shares for cash, units or exchangeable LP units [see also February offer] Overview This is a second stage transaction (to make BPO wholly-owned with the exception of non-exchanging convertible preferred shareholders) occurring pursuant to a CBCA Plan of Arrangement and on essentially the same terms as the previous February 2014 offer (so that there is an option to receive exchangeable units of a subsidiary LP of BPY) except that BPO shareholders also will have the option of having their BPO shares redeemed by BPO itself for cash or BPY units. ... Provided that listing requirements are satisfied, various series of BPO convertible preferred shares Split shares will be transferred by the holder to BOP Split Amalco (which will result from the amalgamation of BOP Split with other BPY subsidiaries) in exchange for shares of a separate series of BOP Split Amalco – with shares not so transferred remaining outstanding as BPO Convertible Preferred Shares, with their share terms modified so that they are convertible into BPY Units. ...

. … The cost of a Common Share received pursuant to the terms of a Subscription Receipt will generally be the subscription price of such Subscription Receipt…. ... …For each five-year period after the Initial Fixed Rate Period…the holders of Series E Shares will be entitled to receive fixed, cumulative, preferential cash dividends, if, as and when declared by the Board of Directors, payable quarterly…[and] determined by multiplying …. $25.00…[by] the Government of Canada Yield…plus 4.72%. ...

. … Management anticipates a 5 year average per unit return of capital percentage of 50% for the period 2015 through 2019. ... Holders would be expected to share in the Partnership items of income, gain, loss, or deduction for U.S. federal income tax purposes, even if the Partnership were not engaged in a U.S. trade or business and the holder was not otherwise engaged in a U.S. trade or business – so that the holder might be subject to a withholding tax of up to 30% on the gross amount of certain U.S. ...

Blackstone/Dream Global-- summary under REIT Acquisitions Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Cross-Border Acquisitions- Inbound- REIT Acquisitions distribution of asset sale and subscription to fund unit redemptions Overview The REIT, a TSX-listed mutual fund trust with no non-portfolio property, held a portfolio of German and Netherlands rental properties through a wholly-owned Bermuda LP which, in turn, held some direct and indirect Netherlands subsidiaries but held the majority of such assets through a Dutch Co-op which, in turn, held a Luxembourg holding company for various property subsidiaries. ... Given inter alia that much of the gains were realized as capital gains (i.e., gains realized by Bermuda LP) rather than as gains giving rise to FAPI, management did not anticipate that the special distribution included any ordinary income – so that it was expected that the unitholders received the same treatment as if they had sold their Units for cash. ...

H&R/Primaris-- summary under REIT Mergers Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- REIT/Income Fund/LP Acquisitions- REIT Mergers Primaris asset sale to KingSett consortium followed by unit cash redemptions and s. 132.2 merger into H&R REIT (superceding KingSett consortium unsolicited bid) Overview Upon the sale of properties indirectly held by TSX-listed Primaris (having an aggregate value of approximately $1.9B) to the KingSett Consortium, unitholders of Primaris (who hold 98.486M units) will be given the option of having their units redeemed for cash consideration of $28.00 per units ($1.28B in the aggregate), or exchanging their units with H&R under an Alberta Plan of Arrangement on the basis of 1.166 stapled H&R units for each Primaris units in accordance with the ITA s. 132.2 merger rules (respecting the H&R REIT unit component of the stapled units). ... Cash redemption A resident unitholder whose units are redeemed for cash will be required to include in income the portion of the redemption proceeds which is taxable income (including recapture of depreciation – not expected to exceed $3.01 per redeemed unit) arising from the sales transactions. ... Occurs on taxable basis – fmv cost for H&R Finance Trust units. The ancillary rights received are considered to have a nil fmv. ...

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. ...