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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. ...

Chalice/Coventry-- 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 Chalice Gold acquisition of Coventry Resources assets for shares, followed by share distribution Overview Under a BC Plan of Arrangement, Coventry is to transfer most of its subsidiaries (the "Targets") to Western Rift (a subsidiary of Chalice) in consideration for Chalice shares, which Coventry will then transfer to its shareholders as a stated capital distribution. ... See detailed summary under Cross-Border Acquisitions – Inbound – Asset sale/share distribution. ...

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. ...

Agnico/Yamana/Osisko-- 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 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). ... See full summary under Mergers & Acquisitions- Mergers- Shares for Shares & Cash. ...

Intergeo/Mercator-- summary under S. 86 non-business spin-offs Summary Under Tax Topics- Public Transactions- Spin-Offs & Distributions- S. 86 spin-offs- S. 86 non-business spin-offs Reverse takeover of Mercator by Intergeo with restricted board nominations rights and puts issued on s. 86 reorg Overview Intergeo, a BVI subsidiary of a BVI holding company (Daselina) of a Russian billionaire, which unsuccessfully attempted to go public two years ago, is effecting a reverse (share-for-share exchange) takeover of TSX-listed Mercator pursuant to a BCBCA Plan of Arrangement, with Daselina also subscribing U.S.$100M for Mercator shares, so that Daselina will own approximately 85% of the post-reorganization Mercator (a.k.a., the Resulting Issuer) and the Resulting Issuer will own 100% of Intergeo. One Special Share will be issued to each of Daselina and another BVI company with a minor common share holding in the Resulting Issuer (Kirkland), which will provide that they have the right to nominate only three of the nine board members (but with the other six being nominated by the board itself) – but also give them veto rights on major decisions. ... For full summary, see under Mergers & Acquisitions- Cross-Border Acquisitions- Inbound- Reverse takeovers. ...

Anderson then will transfer most of its assets to New Anderson, other than shallow gas assets (which are considered to be non-core assets) in consideration for assumption of liabilities and the issuance of New Anderson common shares – which will then be distributed to New Anderson for cancellation as a stated capital distribution. ... See full summary under Spin-Offs & Distributions – Taxable Spin-offs. ...

Fission/Alpha-- 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 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). ... For a more detailed summary, see under Mergers & Acquisitions- Mergers – Shares for Shares and Nominal Cash. ...

Blackstone/Dream Global-- summary under Trust Acquisitions by Corporations Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- REIT/Income Fund/LP Acquisitions- Trust Acquisitions by Corporations Overview The REIT, a TSX-listed mutual fund trust with no non-portfolio property, held a portfolio of German and Netherlands rental properties through a wholly-owned Bermuda LP which, in turn, held some direct and indirect Netherlands subsidiaries but held the majority of such assets through a Dutch Co-op which, in turn, held a Luxembourg holding company for various property subsidiaries. ... Given inter alia that much of the gains were realized as capital gains (i.e., gains realized by Bermuda LP) rather than as gains giving rise to FAPI, management did not anticipate that the special distribution included any ordinary income – so that it was expected that the unitholders received the same treatment as if they had sold their Units for cash. See full summary under Mergers & Acquisitions›Cross-Border Acquisitions›Inbound›REIT Acquisitions. ...

Celtic/Kelt/Exxonmobil-- summary under Taxable spin-offs Summary Under Tax Topics- Public Transactions- Spin-Offs & Distributions- Taxable spin-offs Celtic spins-off a subsidiary (Kelt) through a taxable sale transaction with the Celtic purchaser (Exxonmobil) Overview It is contemplated that under an Alberta Plan of Arrangment, Celtic 5% convertible unsecured debentures will be converted into around 8.8M Celtic shares, based on the computation of a make-whole premium and the holders of the Celtic shares will receive $24.50 in cash and 1/2 Kelt share for each Celtic share. ... Plan of Arrangement Under the Plan of Arrangment: Each common share and debenture of a dissenting securityholder is deemed to be transferred to Celtic for its fair value (after a deemed vesting of Celtic options and provisions for their exercise) any unexercised Celtic options are cancelled the debentures are converted into Celtic common shares, with a cash payment of 32-days' interest Celtic transfers assets to Kelt in consideration for Kelt shares equal to ½ of the outstanding number of Celtic common shares each outstanding common share of Celtic is deemed to be transferred to the Purchaser for the cash consideration ($24.50) and the right to receive ½ of a Kelt share the Purchaser acquires the Kelt shares from Celtic in consideration for a promissory note and transfers the Kelt shares to the former Celtic shareholders Break fee $90M potentially payable by Celtic. ...

Starlight-KingSett/Northview-- summary under S. 107.4 Spin-Offs Summary Under Tax Topics- Public Transactions- Spin-Offs & Distributions- S. 107.4 Spin-Offs It is proposed that the unitholders of the REIT will receive mostly cash from Starlight and KingSett funds for their REIT units. ... Those who want to retain the High Yield Fund units will not have those units redeemed, so that they only receive cash for their REIT units – and in effect receive their High Yield Fund units on a tax-deferred basis. ... See full summary under Mergers & Acquisitions- REIT/Income Fund/LP Acquisitions- LP Acquisitions of Trusts. ...