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First Majestic/Orko-- 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 First Majestic acquisition of Orko followed by survivor-type amalgamation of Orko with First Majestic subsidiary Overview All the 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 First Majestic, which is a B.C. company listed on the TSX and NYSE, in consideration for First Majestic shares (with a value representing a 72% premium) and nominal cash. ... Plan of Arrangement Under the Plan of Arrangement: • The Orko shareholder rights plan will be cancelled • all outstanding options to acquire Orko shares will be cancelled • Orko shares of dissenters will be transferred to First Majestic for their fair value • each outstanding Orko share will be transferred to First Majestic for an "indivisible mixture" of 0.1202 of a First Majestic share and $0.0001 in cash • each Orko share will be transferred to Subco in consideration for one Subco share and, at the same time, the stated capital of the Orko shares will be reduced in aggregate to $1.00 • Orko and Subco then "shall merge to form one corporate entity ("Amalco") with the same legal effect as if they had amalgamated under Section 269 of the Business Corporations Act, except that the legal existence of Orko shall not cease and Orko shall survive the merger as Amalco…[and] the separate legal existence of Subco shall cease…and Orko and Subco shall continue as one company…. ... S. 368(a) reorg 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. ...

Erdene/Advanced Primary Materials-- 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 Erdene spin-off of Advanced Primary Minerals Current structure Erdene is a TSX-listed corporation holding Cape Breton coal assets through its wholly-owned subsidiary, Erdene Resources Inc. ... ("Amalco"), with each APM shareholder (including Erdene) receiving one Amalco common share for every 7.85 APM common shares Each outstanding Erdene common share (which previously was redesignated as an Erdene Class A common share) shall be exchanged for ½ of an Erdene New Share (being a common share) and ½ of one Amalco common share owned by Erdene Every 7.85 options to acquire APM common shares shall be exchanged for one option to acquire an Amalco common share, with the exercise price price multiplied by 7.85 Each option to acquire an Erdene common share shall be exchanged for ½ of an option to acquire an Erdene New Common share and ½ of an option to acquire one Amalco common share. ...

Trust Note interest The interest rate on the Trust Notes — Series 2017-A will initially be 5.30% per annum, payable in arrears. ... Guarantee by TCPL TCPL will guarantee, on a subordinated basis, the Trust Notes — Series 2017-A and all the Trust's obligations to the holders of the Trust Notes — Series 2017-A pursuant to the Share Exchange Agreement and the Assignment and Set-Off Agreement. ... No OID/deferral prospect remote Under applicable Treasury regulations, the possibility that interest on the Trust Notes — Series 2017-A might be deferred could result in the Trust Notes — Series 2017-A being treated as issued with original issue discount (''OID''), notwithstanding that the Trust Notes — Series 2017-A are issued at par, unless the likelihood of such deferral is remote. ...

Loblaw/Shoppers-- 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 Loblaw acquisition of Shoppers Drug Mart for cash, or shares plus $0.01 per share cash Overview All the shares of TSX-listed Shoppers Drug Mart are to be acquired under a CBCA plan of arrangement by Loblaw, which is a CBCA company listed on the TSX, in consideration (subject to dissenter share adjustments) for 119.9M Loblaw shares and $6.67B cash (with the overall consideration of $12.4B representing a 29.4% premium). ... Plan of Arrangement Under the Plan of Arrangement: • the Shoppers Drug Mart shareholder rights plan will be cancelled • Shoppers Drug Mart shares of dissenters will be transferred to Loblaw, with an entitlement to be paid their fair value • vested RSUs will be surrendered for cash payments; and other RSUs or DSUs will be continued so as to apply to Loblaw shares, subject to adjustments for the exchange ratio • all outstanding options to acquire Shoppers Drug Mart shares will be exchanged for replacement options on Loblaw shares, with adjustments for the exchange ratio in accordance with s. 7(1.4)(c) • each outstanding Shoppers Drug Mart share will be transferred to Loblaw for the Cash Consideration or Share Consideration, subject to pro-ration Canadian tax consequences In the absence of an s. 85 election, the exchange will occur on a non-rollover basis (with ACB averaging not occurring re Loblaw shares acquired before 1972). The deadline for providing an. s. 85(1) or (2) election form to Loblaw is 90 days after the Effective Date of the plan of arrangement – with Loblaw to return within 90 days. ...

" Additional Subscription Privilege ". An eligible holder who has exercised in full the Basic Subscription Privilege will be entitled to subscribe for additional Units. ...

Proposed TSX trading symbols Canadian dollars – “DHT.UN” U.S. dollars – “DHT.U Unit terms Units may be redeemed for a redemption price equal to the lesser of 90% of the “market price” (generally reflecting a trailing 10-day weighted average closing price, on the principal exchange) and their closing market price on such exchange, payable in cash, except that if a monthly cap of $50,000 is exceeded, the redemption price may be paid in notes of the Trust or a subsidiary. ...

The Distributed Shares will be distributed on the basis of one Distributed Share for every ● Sierra Shares held on the Distribution Record Date. ... For each whole right (a "Right") held, a holder will be entitled to subscribe for one common share of the Corporation (a "Share") at a price of $● per Share (the "Subscription Price") at any time from ●, 2017 to 5:00 p.m. (Toronto time) (the "Rights Expiry Time") on ●, 2017 (the "Rights Expiry Date"). ...

Element/ECN Capital-- summary under Butterfly spin-offs Summary Under Tax Topics- Public Transactions- Spin-Offs & Distributions- Butterfly spin-offs Butterfly spin-off by Element of ECN Capital and merger with IAC Overview Element Financial will be spinning off its commercial finance business as ECN Capital pursuant to a butterfly for which it did not apply for a ruling. ... The following shares (all listed) are outstanding: Common Shares- 385,798,160; Preferred Shares – Series A, C, E and G, respectively: 4,600,000, 5,126,400, 5,321,900 and 6,900,000. ... Element expects that a " when issued " or "if, as and when issued" market for the ECN Capital Common Shares and the Element Common Shares (which will be Element Fleet Common Shares after the Effective Date of the Element Arrangement) will be made available on the TSX two trading days prior to the Distribution Record Date until the opening of trading on the first trading day following the Distribution Payment Date. ...

Asanko/PMI-- summary under Share-for-Share Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Mergers (mostly Plans of Arrangement)- Share-for-Share Asanko acquisition of PMI for Asanko shares under merger of equals Overview Pursuant to a B.C. plan of arrangement, Keegan (to be renamed Asanko) will acquire all the PMI shares, so that each PMI shareholder will receive 0.21 common shares of Asanko (held through CDSs), and PMI will become a wholly-owned subsidiary of Asanko. ... Plan of Arrangement Under the Plan of Arrangement: • PMI shares of dissenters will be transferred to PMI for their fair value • each outstanding PMI share will be transferred to Keegan for 0.21 of a Keegan share "without any act or formality on the part of the holder" • each outstanding option to acquire PMI shares will be exchanged for an option to purchase Keegan common shares, with the number of subject shares and exercise price adjusted in accordance with the exchange ratio (so as to ensure that the in-the-money value stays the same) • there will be a similar exchange of PMI warrants Canadian tax consequences Under s. 85.1, the exchange of PMI shares for Asanko shares will not give rise to capital gain (or loss) to a resident shareholder unless such shareholder elects to report such gain (or loss). ...

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. ...