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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. ...

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. ...

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.) ...