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The Distributed Shares will be distributed on the basis of one Distributed Share for every ● Sierra Shares held on the Distribution Record Date. ... For each whole right (a "Right") held, a holder will be entitled to subscribe for one common share of the Corporation (a "Share") at a price of $● per Share (the "Subscription Price") at any time from ●, 2017 to 5:00 p.m. (Toronto time) (the "Rights Expiry Time") on ●, 2017 (the "Rights Expiry Date"). ...

Anderson/Freehold-- summary under Taxable spin-offs Summary Under Tax Topics- Public Transactions- Spin-Offs & Distributions- Taxable spin-offs Distribution of Anderson Energy core assets to New Anderson and sale of Anderson Energy to Freehold Overview The Anderson shareholders will transfer all their common shares of Anderson under an Alberta Plan of Arrangement to a new Alberta company (New Anderson) in exchange for an equal number of New Anderson common shares. 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. ... Anderson will be deemed to have filed an election under ITA – s. 89(1) – (c) to not be a public corporation. ...

Intrepid/Blackthorn-- summary under Australian Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Foreign Mergers- Australian 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. ... See detailed summary under Spin-offs & Distributions- Foreign distributions- Share repurchases. ...

Brookfield/BPP LP-- summary under Subsidiary distribution Summary Under Tax Topics- Public Transactions- Spin-Offs & Distributions- Taxable dividends-in-kind- Subsidiary distribution Special dividend by Brookfield Asset Management of Brookfield Property Partners L.P. units Overview Brookfield Asset Management Inc. ... BPP LP will hold an approximate 10% economic interest in the Property Partnership, which will indirectly acquire substantially all of the commercial real estate portfolio of Brookfield Asset Management, including its office (56%), retail (39%), multi-family and industrial assets – with a geographic distribution of 63%-U.S., 15%-Australia, 10%-Europe, 9%-Canada, and 3%-Brazil. ...

Asanko/PMI-- summary under Share-for-Share Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Mergers (mostly Plans of Arrangement)- Share-for-Share Asanko acquisition of PMI for Asanko shares under merger of equals Overview Pursuant to a B.C. plan of arrangement, Keegan (to be renamed Asanko) will acquire all the PMI shares, so that each PMI shareholder will receive 0.21 common shares of Asanko (held through CDSs), and PMI will become a wholly-owned subsidiary of Asanko. ... Plan of Arrangement Under the Plan of Arrangement: • PMI shares of dissenters will be transferred to PMI for their fair value • each outstanding PMI share will be transferred to Keegan for 0.21 of a Keegan share "without any act or formality on the part of the holder" • each outstanding option to acquire PMI shares will be exchanged for an option to purchase Keegan common shares, with the number of subject shares and exercise price adjusted in accordance with the exchange ratio (so as to ensure that the in-the-money value stays the same) • there will be a similar exchange of PMI warrants Canadian tax consequences Under s. 85.1, the exchange of PMI shares for Asanko shares will not give rise to capital gain (or loss) to a resident shareholder unless such shareholder elects to report such gain (or loss). ...

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. ...