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Goldcorp/Probe-- summary under Ss. 84(4.1)(a) and (b) distributions of proceeds Summary Under Tax Topics- Public Transactions- Spin-Offs & Distributions- Ss. 84(4.1)(a) and (b) distributions of proceeds 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. ... See summary under Mergers & Acquisitions- Shares for Shares and Nominal Cash. ...

Pozen/Tribute-- summary under New NR Holdco (Inversion) Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Cross-Border Acquisitions- Inbound- New NR Holdco (Inversion) Acquisition of Pozen and Tribute by Irish holdco Overview Tribute is proposing an inversion transaction with Pozen, a Delaware public company, which would result in both companies being held through an Irish holding company (Parent) with Pozen and Tribute shareholders holding approximately 63% and 37% of the shares of Parent, respectively, before giving effect to a subsequent financing. ... The Merger and Arrangement (collectively, the "Transaction") are conditional on an opinion from Pozen's special tax counsel to the effect that Code s. 7874, existing regulations promulgated thereunder, and official interpretation thereof should not apply so as to cause Parent to be treated as a U.S. corporation for Code purposes- – and a U.S.$3.5M termination fee is payable to Tribute if this opinion cannot be delivered. ...

Progressive/Waste Management-- summary under Reverse takeovers Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Cross-Border Acquisitions- Inbound- Reverse takeovers reverse takeover of Progressive Waste Solutions by Waste Management under Delaware merger Overview It is proposed that Waste Connections, a NYSE-listed Delaware corporation, will effect a reverse takeover of Progressive, a TSX and NYSE-listed OBCA corporation, through a merger of Waste Connections with a Delaware shell sub of Progressive, with Waste Connections as the survivor and with Waste Connections’ shareholders receiving common shares of Progressive so as to end up holding 70% of Progressive. The shares of Progressive will then be consolidated (so that the Waste Connections shareholders have the same number of shares as before) – and Progressive will be renamed Waste Connections by means of amalgamation with a shell Ontario subsidiary with that name. ...

Power Corporation/Power Financial-- 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 Overview PCC, whose subordinate voting common shares trade on the TSX, holds approximately 2/3 of the common shares of the Company, with the balance of those common shares trading on the TSX. ... See full summary under Mergers & Acquisitions- Mergers (mostly Plans of Arrangement)- Privatizations. ...

Delavaco/Sereno-- summary under Triangular Amalgamations Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Amalgamations- Triangular Amalgamations Reverse takeover of Delavaco by Sereno under triangular amalgamation Overview There will be a triangular amalgamation of Delavaco (a privately-held Ontario corporation holding US single-family homes, and which will be acquiring US multi-family properties, through Delaware limited partnerships) with a subsidiary of Sereno ("Subco") so that Delavaco shareholders receive approximately 99% of the shares of Sereno (whose name will be changed to Delavaco Residential Properties Inc. – referred to as the "Resulting Issuer. ... The common shares of Subco will be cancelled and replaced with one common share of the amalgamated corporation ("Amalco" – named "Delavaco Properties Inc. ...

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). ...