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Huntingdon/KEYreit-- summary under Trust Acquisitions by Corporations Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- REIT/Income Fund/LP Acquisitions- Trust Acquisitions by Corporations Huntingdon unsolicited partial cash bid for KEYreit Offeror The Offeror is a real estate operating company which is listed on the TSX, was incorporated in B.C. and owns a portfolio of 36 industrial, office, retail and aviation-related properties in Canada, and a 30% interest in FAM REIT, whose portfolio it manages. ...

Liquor Stores/Liquor Barn-- summary under Unsolicited Bids Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- REIT/Income Fund/LP Acquisitions- Unsolicited Bids Bid by Liquor Stores for Liquor Barn: bid with approval of subsequent s. 132.2 merger occurring on tender Offer by Liquor Stores for all the units of Liquor Barns on the basis of.53 of a Liquor Store unit for each Liquor Barn unit. ...

Starlight No. 5-- summary under LP Acquisitions of LPs Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- REIT/Income Fund/LP Acquisitions- LP Acquisitions of LPs acquisition by Starlight 5 of Starlight 1 to 4 and unit issuance Overview The existing unitholders of the Starlight Funds Nos. 1 to 4 will transfer their units into a new fund (the Starlight No. 5 fund) under Alberta Plans of Arrangement, with eligible Canadian residents able to do so on a s. 97(2) rollover basis. ...

Milestone REIT-- summary under Trust Asset Sales Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- REIT/Income Fund/LP Acquisitions- Trust Asset Sales sale by Cdn trust of US Holdco for cash proceeds for distribution and cash out of exchangeable lP unitholders on merger with LP sub of purchaser Overview The REIT will sell its assets (essentially only the shares of a U.S. ...

Pengrowth/WEF-- summary under Canadian Buyco Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Cross-Border Acquisitions- Inbound- Canadian Buyco Overview Pengrowth owes over $0.7B to secured debtholders. ...

Goldcorp/Probe-- 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 Spin-off by Probe Mines of New Probe and acquisition of Probe Mines by Goldcorp for shares and nominal cash in forward triangular merger Overview After rolling its exploration assets (the "New Probe Assets") into a new Ontario subsidiary (New Probe), so that it will still retain the Borden gold project, Probe will distribute its common shares of New Probe to its shareholders as a paid-up capital distribution. ... The New Probe common shares "will be distributed by Probe to the … Probe Shareholders on a return of share capital pursuant to a reorganization of Probe's business and a distribution of proceeds from a disposition of Probe's property outside the ordinary course of Probe's business. ...

CAP REIT/ResREIT-- summary under REIT Mergers Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- REIT/Income Fund/LP Acquisitions- REIT Mergers CAP REIT acquisition of ResREIT including s. 132.2 merger Overview CAP REIT proposes to acquire units of ResREIT for cash or CAP REIT units, with ResREIT unitholders who wish rollover treatment for the CAP REIT units to be received by them receiving such units on a s. 132.2 merger of ResREIT into CAP REIT. ... See summary under Offerings – Domestic REITs. CAP REIT A closed-end TSX-listed Ontario REIT holding 13,438 apartment suites. ...

NorthWest Healthcare/NWI-- summary under REIT Mergers Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- REIT/Income Fund/LP Acquisitions- REIT Mergers S. 132.2 merger of Northwest International Healthcare REIT into Northwest Healthcare REIT Overview NWI (see summary) will be merged into NWH under s. 132.2, with the former NWI unitholders receiving 0.208 NWH units for each NWI unit. ... Provided that a joint s. 132.2 election is made on a timely basis, there should be no resulting net income to NWI or tax liability to its unitholders as a result of the transaction, which will constitute a qualifying exchange – except that the transfer may be organized to realize income in NWI equal to unused attributes. ...

Resverlogix/RVX Therapeutics-- 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 Resverlogix of RVX Therapeutics and issuance of royalty preference shares Overview Pursuant to an Alberta Plan of Arrangement, Resverlogix is effectively spinning-off Newco to its shareholders. ... Plan of Arrangement Under the Plan of Arrangement: Common shares of Resverlogix held by dissenting shareholders are surrendered to Resverlogix Resverlogix New Common Shares (common shares with one vote per share), Resverlogix Class A Preferred Shares and Resverlogix Royalty Preferred Shares are added to the capital of Resverlogix and the existing common shares are given two votes per share each existing common share of Resverlogix is exchanged for a Resverlogix New Common Share, a Resverlogix Class A Preferred Shares and a Resverlogix Royalty Preferred Share – with the stated capital of the Resverlogix common shares be allocated 1 st to the Resverlogix Class A Preferrred Shares (as to their fair market value), 2 nd as to a nominal amount to the Resverlogix Royalty Preferred Share and as to the balance to the Resverlogix New Common Shares Newco (whose one common share is held by Resverlogix) acquires the "Therapeutics Assets" (cash, and debt and shares of Therapeutics) in consideration for a promissory note each Resverlogix Class A Preferred Share and Resverlogix Royalty Preferred Share is acquired by Newco in exchange for one Newco share Resverlogix redeems all the outstanding Resverlogix Class A Preferred Shares for a promissory note each promissory note is repaid by the transfer of the other the incorporator's share of Newco is cancelled for no consideration Related steps Concurrently with the (s. 86) share exchange under the Plan of Arrangement, existing options and warrants will be replaced with new options on Resverlogix and Newco; and RSUs also will be exchanged. ...

Agnico/Yamana/Osisko-- summary under Shares for Shares and Cash Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Mergers (mostly Plans of Arrangement)- Shares for Shares and Cash Osisko s. 86 spin-off of New Osisko and exchange of Osisko shares for cash and shares of Agnico and Yamana Overview Under a CBCA Plan of Arrangement, each Osisko common share will be exchanged under s. 86 for one new (Class A) common share of Osisko and a common share of a newly-formed subsidiary (New Osisko). ... Each outstanding Osisko common share will be exchanged for one Osisko Class A share (essentially a common share with two votes per share and with a requirement that the Class A share terms not be modified without 75% class approval – and with their stated capital subsequently being reduced to $1.00 in aggregate) and one New Osisko common share. ...