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Offer Unsolicited offer for up to 6,628,940 units of KEYreit for cash consideration of $7.00 per unit (representing a 13.3% premium), conditional on KEYreit units being tendered which, together with any KEYreit units owned directly or indirectly by the Offeror, represent at least 50% of the units then outstanding. ...

The equity exchange ratio may be increased by up to 0.0962 QLT common shares depending on the aggregate cash consideration (if any) received by QLT or its subsidiary at or immediately after the merger effective time in respect of any sale or licence of QLT's synthetic retinoid product in development. ...

Its purchase was accomplished, in the main, by Luxembourg and Caymans subsidiaries of three non-resident Blackstone-managed funds acquiring the Dutch Co-op for cash and note consideration, winding-up the Bermuda LP (in order to ensure that such gains fell into the right taxation year of the REIT and so that the proceeds were received in the hands of the REIT), and with the cash portion of such proceeds and the subscription by the purchasers for Class B units of the REIT being used to fund a previously declared special distribution on, and then redeem, all the (Class A) Units, thereby giving rise to a deemed year end under ss. 249(4) and 256(9) (and, in light of a concurrent change in the trustees, a concurrent year end under s. 128.1(4)(a).) ...

SUSO 3 will arrange for the transfer of the LP interest in the SUSO 3 GP from the current holders thereof to an affiliate of the REIT in consideration for Class B Units of Limited Partnership 1 or 2 and agree to file any elections which could cause this to occur on a tax deferred basis. The REIT will acquire all of the assets of SUSO 3 in consideration for Class U units. ...

Plan of Arrangement Shares held by dissenting Shareholders will be deemed to have been transferred to Maplewood LP and cancelled so that their only right is to receive the shares' fair value in exchange for Class A LP Units of Maplewood LP, the REIT will contribute to Maplewood LP the number of REIT Units that it will be required to exchange for Shares two bullet points below Shares of Shareholders who are not Excluded Shareholders (see below) and have elected to receive exchangeable Class B LP Units will (subject to the applicable pro rata cap) be transferred to Maplewood LP in consideration for the issuance of Class B LP Units and "Ancillary Rights" (i.e., Exchange Rights and Special Voting Units of the REIT) in accordance with the Exchange Ratio The remaining Shares will be transferred to Maplewood LP in consideration for REIT Units in accordance with the Exchange Ratio The options under the Corporation's stock option plan will be exchanged for identical options on REIT Units, subject to adjustments based on the Exchange Ratio The REIT Unit initially issued to the Corporation for $10 will be redeemed for $10 The issued and outstanding Shares of the Corporation will be exchanged for an equal number of Class A Common Shares and Preferred Shares, with the Preferred Shares then being redeemed for cash Post-Arrangement steps Maplewood LP will make a joint s. 97(2) election with Shareholders who have transferred their Shares for Maplewood Class B LP Units provided they furnish it with the election forms within 60 days of the effective date of the Arrangement. ...

Closing transactions At closing: The Transferors will subscribe for $2.6B of units of a new trust (the Transferor Trust) in exchange for the issuance by the Transferors to the Transferor Trust of $2.6B of "Transferor Trust Notes" The Partnership will acquire the Transferor Trust Notes from the Transferor Trust in consideration for the issuance by it of $2.6B of "Transferor Notes" (bearing interest at 3.24%) to the Transferor Trust The Transferors will transfer their beneficial interest in the Initial Properties to the Partnership "in exchange for the assignment" (i.e., as repayment) by them of the $2.6B of Transferor Trust Notes and in exchange for the issuance to them of $600M of Class A LP Notes, $215M of Class B LP Notes, 272M Class B LP units (accompanied on a one-for-one basis by Special Voting Units of the REIT) with a value of $2.72B, and 92.5M Class C LP units, with a value of $925M The REIT will issue 40M units under the offering, and 20M units to GWL, for gross proceeds of $600M; (the underwriters have agreed that no units will be offered in the U.S. except under Rule 144A) The REIT will issue (pursuant to a separate prospectus offering) $400M of Series A, and $200M of Series B, debentures bearing interest at 3.554% and 4.903%, respectively The REIT will acquire all the outstanding Class B LP Notes in exchange for 21.5M REIT units The REIT will transfer all the proceeds of the offering and of the 20M units issued to GWL, and contribute the Class B LP Notes, to the Partnership as subscription consideration for Class A LP units of the Partnership The Partnership will use $600M of the subscription proceeds received by it to redeem the Class A LP Notes The REIT will lend the $600M debenture proceeds to the Partnership, which will repay $600M of the Transferor Notes (with those proceeds presumably being distributed by the Transferor Trust to the Transferors) Distributions Monthly, of $0.054 per unit ($0.65 per annum), estimated to be 90% of AFFO. ...

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. ...

Asset Transfer Agreement For the sale of assets of the "Westeel Business" of Vicwest (re seed, fertilizer and water storage) to 2441050 Ontario Limited ("Westeel Canada") in consideration for the assumption of liabilities and the issuance of common shares of Westeel Canada. ... Plan of Arrangement the Shareholder Rights Plan of Vicwest will be cancelled; the transactions contemplated by the Asset Transfer Agreement to be completed at the Effective Time of the Plan of Arrangement will be completed and become effective; the Westeel Purchaser will make the "Westeel Loan" of $221.5M to the BP Purchaser; the BP Purchaser will make the "Change of Control Settlement Loan" to Vicwest in an amount sufficient to repay the "ABL Facility" owing by Vicwest to CIBC and National Bank and to fund the payments in 5 below; all Vicwest PSUs, DSUs and options will be cash surrendered; each Vicwest common share other than any "Dissent Shares" for which rights of dissent have been validly exercised will be transferred to the BP Purchaser in exchange for cash of $12.70 per share, and each Dissent Share will be transferred to the BP Purchaser in consideration for a debt claim against the BP Purchase; Vicwest will repay the ABL Facility; the Change of Control Settlement Loan will be deemed to have been settled by a contribution of capital by the BP Purchaser to Vicwest; Vicwest will file with the CRA an election to cease to be a "public corporation"; the stated capital of the Vicwest Shares will be reduced to $1.00; Vicwest and the BP Purchaser will be amalgamated to form Amalco under s. 177(1) of the OBCA, with the share capital of Amalco the same as the BP Purchaser; and in satisfaction of the Westeel Loan, all the shares of Westeel Canada and of certain non-resident subsidiaries will be transferred by Amalco to the Westeel Purchaser. ...

Alpha Pre-Spinout Reorganization Alpha will transfer various Canadian exploration properties to Alpha Spinco in consideration for the issuance of common shares; and Alpha Spinco will assume liabilities in respect of the transferred properties in consideration for a cash payment from Alpha with Alpha also subscribing $3M for Alpha Spinco common shares. ...

Separate discussion of Québec income tax considerations. ...