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Mergers Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Cross-Border Acquisitions- Outbound- Delaware etc. ... Post-merger the OnCore shareholders will hold an estimated 51.7% of the common shares Tekmira – or 50% on a fully diluted basis. ...

OceanaGold/Romarco-- summary under Share-for-Share Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Mergers (mostly Plans of Arrangement)- Share-for-Share S. 85.1 exchange of Romarco shares for OceanaGold shares Overview OceanaGold, which is a BC corporation based in Australia, is proposing to acquire all the shares of Romarco under a B.C. plan of Arrangement in consideration for OceanaGold shares (which in ASX trading, are represented by certificates of beneficial interest), so that s. 85.1 would apply. ... Van Eck Associates Corp. and Ingalls & Snyyder LLC hold or have direction of 13.19% and 10.74% of its shares. ...

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. ... U.S. tax considerations Code s. 7874 opinions The obligation to effect the Merger is conditional upon Progressive's and Waste Connections' receipt of Code s. 7874 opinions from Weil, Gotshal & Manges LLP and Locke Lord LLP, respectively, dated as of the closing date and subject to certain qualifications and limitations, to the effect that s. 7874 and the Treasury Regulations promulgated thereunder should not apply in such a manner so as to cause Progressive to be treated as a U.S. corporation for U.S. federal income tax purposes from and after the closing date of the Merger. ...

Agrium/PotashCorp-- summary under New Holdco Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Mergers (mostly Plans of Arrangement)- New Holdco merger of equals through new holdco; s. 85.1 treatment for non-electing shareholders busted through 3-party exchange Overview In a proposed “merger of equals,” resident taxable shareholders of Agrium and PotashCorp who have validly elected for rollover treatment will transfer their shares under s. 85.1 to a Newco (New Parent – whose initial nominal capital will be owned on a 50-50 basis by Agrium and PotashCorp) in exchange for common shares of New Parent. ...

Rayonier AM/Tembec-- summary under Canadian Buyco Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Cross-Border Acquisitions- Inbound- Canadian Buyco Tembec to be acquired by Rayonier AM or a sub of Rayonier AM for 2/3 cash and 1/3 Rayonier AM shares Overview Tembec, which was a TSX-listed CBCA corporation, agreed to a CBCA Plan of Arrangement with NYSE-listed Rayonier AM under which its (common) shares were to be acquired by Rayonier AM for consideration (at each Tembec shareholder’s option) of C$4.75 cash or 0.2542 of a Rayonier AM common share – except that proration would occur so as to result in the overall consideration being more or less fixed at 67% cash and 33% shares. ...

Sprott Physical Uranium-- summary under Metals Funds Summary Under Tax Topics- Public Transactions- Offerings- Commodity Funds- Metals Funds Trust will hold uranium directly and in corporate form as a closed-end (non-MFT) trust Overview The Sprott Physical Uranium Trust was formed in April 2021 to acquire all the common shares of Uranium Participation Corporation (“UPC”), an OBCA corporation, under a Plan of Arrangement (on the basis on ½ of a Trust unit for each UPC common shares). ... It was created in connection with the acquisition of the common shares of Uranium Participation Corporation (“UPC”), an OBCA corporation, under an Arrangement (on the basis on ½ of a Trust unit for each UPC common shares), and to invest and hold substantially all of its assets in physical uranium. ...

Charger/AvenEx/Pace-- summary under Non-Triangular Amalgamations Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Amalgamations- Non-Triangular Amalgamations Amalgamation of Charger, AvenEx and Pace following share exchange Overview Under an Alberta Plan of Arrangement, all the non-dissenting shares of Charger and AvenEx will be exchanged for treasury shares of Pace, following which Charger and AvenEx will be amalgamated into Pace to continue as Spyglass (which will have a market cap of $344M). ...

TMX/Maple-- summary under Shares Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Subsequent Acquisition Transactions- Plan of Arrangement- Shares Second stage acquisition of TMX: exchange of minority TMX shares for Maple shares Share exchange Following the cash offer by Maple for a minimum of 70% and a maximum of 80% of the shares of TMX, 95.4% of the shares of TMX were tendered, so that the excess over 80% was returned. ...

See full summary under Mergers & Acquisitions- Cross-Border Acquisitions- Inbound- New Non-Resident Holdco. ...

In order to eliminate the Direct Subtrusts, KEYreit and Plazacorp Operating Trust, the Direct Subtrusts will transfer their assets to Trust A (a new subtrust of Plazacorp) in reliance on the no-disposition rule in s. 248(1) – disposition, (f), and then there will be s. 107.4 transfers of assets by Trust A to KEYreit, and (following the 1st merger) by KEYreit to a further new subtrust of REIT (REIT #2), followed by a de minimis distribution of REIT #2's units by REIT to the REIT unitholders (in order to qualify REIT #2 as a mutual fund trust). ...