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Yoho/Storm-- 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 Yoho Resources spin-off of Strom shares using change in shareholders' requisition rights to qualify under s. 86 Overview A subsidiary partnership of Yoho (Yoho Partnership) sold natural gas acreage to Storm on January 31, 2014 in consideration for $30M cash and 13.6M common shares of Storm (valued at that time at $4.25 per share). ... Securities considerations The new Yoho common shares and Storm common shares will be received in reliance on the s. 3(a)(10) rule. ...

(“KMI”), under which the Purchaser agreed to buy certain entities indirectly held by the Company, including the owner of the Trans Mountain pipeline system and related expansion project, for cash consideration of CDN$4.5 billion, subject to certain adjustments (the ‘‘Transaction’’). ... U.S. tax considerations Return of Capital The gross amount that will be paid by the Company to the U.S. ...

Assuming the Arrangement is treated as a tax-deferred recapitalization then, subject to PFIC considerations, the U.S. holders who receive Resulting Issuer Common Shares and Initial Put Rights will recognize gain (but not loss) to the extent of the lesser of (1) the excess of the fair market value of the Resulting Issuer Common Shares and the fair market value of the Initial Put Rights received on the date of receipt over the adjusted tax basis of the Mercator Shares surrendered, and (2) the fair market value of the Initial Put Rights on the date of receipt. PFIC considerations Mercator does not believe that it was a passive foreign investment company during 2004 to 2012. ...

Qualifying Holdco Alternative Instead of selling its shares directly to our company pursuant to the Offer, a registered shareholder (the "Electing Shareholder") who complies with the specified conditions may elect to sell all or a portion of the shares that it wishes to tender (whether such tender is an Auction Tender, a Purchase Price Tender or a Proportionate Tender) by completing the following corporate reorganization steps with Thomson Reuters after the Expiration Date for its Offer and prior to the take-up of shares tendered pursuant to the Offer (the “Qualifying Holdco Alternative”): (a) the Electing Shareholder will transfer a number of shares (the "Elected Shares") to an affiliated holding corporation that will be incorporated under the CBCA ("Amalgamating Holdco") and (i) the only shareholders of Amalgamating Holdco will be (A) the Electing Shareholder, who will hold all of its common shares, and (B) another corporate subsidiary or affiliate of the Electing Shareholder (referred to as "Preferred Holdco"), who will hold all of its preferred shares, and (ii) Amalgamating Holdco will have no assets (apart from a nominal amount of cash not to exceed US$5.00) other than the Elected Shares, and no liabilities; (b) one or more Amalgamating Holdco(s) will be amalgamated with a wholly-owned subsidiary of Thomson Reuters (referred to as "Subco") to form an amalgamated entity ("Amalco") that will own all of the Elected Shares of each Electing Shareholder of an Amalgamating Holdco involved in the amalgamation, and on the amalgamation, (i) the shares of Subco will be converted into a number of shares of Amalco, and (ii) the common and preferred shares of each Amalgamating Holdco involved in the amalgamation will be cancelled, and in consideration therefor, Thomson Reuters will issue to each Electing Shareholder and each Preferred Holdco a number of shares (the “Qualifying Alternative Shares”) having a fair market value equaling that of the Elected Shares held by their respective Amalgamating Holdco. ... U.S. tax considerations Purchase treated as sale or distribution Thomson Reuters’s purchase of shares from a U.S. ...

On January 17, 2016, following negotiations, Suncor and the Corporation entered into a Support Agreement in which Suncor agreed to increase the consideration to 0.28 of a Suncor Share. ... U.S. tax considerations. Suncor intends for the previous offer, the Amalgamation and the subsequent amalgamation between Amalco and Holdco, taken together (the "exchange transaction"), to be treated as a reorganization within the meaning of Code s. 368(a). ...

The granting of fresh options by Holdco to optionholders is expressed to be part consideration for the distribution. ... Each Nuvo Butterfly Share acquired by a Resident Shareholder pursuant to the Arrangement will be transferred by the Resident Shareholder to Crescita in consideration for the issuance to the particular Resident Shareholder of one Crescita Common Share. ... U.S. tax considerations. S. 355. Code s. 355 requires that (in addition to the Arrangement being treated as a distribution of the stock of Crescita Common Shares notwithstanding its form as a series of transactions other than a distribution): the transaction be effected for one or more corporate business purposes; the transaction not be used "principally as a device for the distribution of the earnings and profits" of Nuvo or Crescita; and that both Nuvo and Crescita continue to be engaged after the transaction in one or more trades or businesses actively conducted by Nuvo or its subsidiaries throughout the 5-year period ending on the date of the deemed distribution. ...

The consideration for each Aurizon share is (i) cash of $4.75 per share (the "Cash Consideration"), or (ii) 0.9953 of a Hecla share (the "Share Consideration"), or (iii) $3.11 in cash and 0.3446 of a Hecla share (the "Cash and Share Consideration"). ... Although Aurizon shareholders will be able to elect between consideration alternatives, the total cash and share consideration will be limited to $513.6M and 57M Hecla shares (so that if all shareholders elected for the Cash Alternative or the Share Alternative, each shareholder would effectively receive the Cash and Share Consideration). ... Under the Arrangement, the consideration will consist of approximately 35% share consideration and 65% cash consideration. ...

Angle shareholders are given a choice of $3.85 per share cash (the "Cash Consideration"), or 0.4734 of a Bellatrix share (the "Share Consideration") per Angle share, subject to the overall cash/share proportion being fixed at 22% (cash) and 78% (shares). ... Each outstanding Angle share will be transferred to Bellatrix for the Cash Consideration or Share Consideration, subject to pro-ration based on the aggregate Cash Consideration being fixed at $69.7M and provided that where an Angle. shareholder, who has received both Share Consideration and Cash Consideration, makes a valid s. 85(1) or (2) election, it "shall be deemed to have transferred all of such holder's Angle Shares to Bellatrix as a single transaction for consideration consisting of the combination of Bellatrix Shares and cash received under this Plan. ... In the absence of an s. 85 election, the exchange will occur on a non-rollover basis except (under s. 85.1) where only Share Consideration is received. ...

The consideration for each Orko share is (i) cash of $2.60 per share plus 0.01118 of a cashless exercise warrant (a "Warrant"), with a term of four years, and representing an entitlement to receive an amount based on a strike of US$30 per Coeur share, and with such value paid in Coeur shares (collectively, the "Cash Consideration"), or (ii) 0.1118 of a Coeur share and 0.01118 of a Warrant (collectively, the "Share Consideration"), or (iii) $0.70 in cash, 0.0815 of a Coeur share and 0.01118 of a Warrant (collectively, the "Cash and Share Consideration"). This consideration represents a premium of 71% to the Orko share price before the previous First Majestic offer. Although Orko shareholders will be able to elect between consideration alternatives, the total cash and share consideration will be limited to $100,000,000 and 11,584,187 Coeur shares. ...

Lumina shareholders are given a choice of $10.00 per share cash (the "Cash Consideration"), 0.4348 of a First Quantum share plus $0.01 of cash (the "Share Consideration") or $5.00 in cash and 0.2174 of a First Quantum share (the "Cash and Share Consideration"), subject to the overall cash/share proportion being fixed. ... Plan of Arrangement Lumina shares of dissenters will be transferred to First Quantum, with an entitlement to be paid their fair value Each optionholder shall transfer to Lumina each Lumina Option held and in consideration for such transfer (and not pursuant to the Stock Option Plan), Lumina shall issue a fraction of a Lumina Share whose numerator equals the difference between 10.00 and the exercise price for such option and whose denominator is 10.00 Each outstanding Lumina share will be transferred to First Quantum for the Cash Consideration, the Share Consideration or the Cash and Share Consideration, as elected but subject to pro-ration Canadian tax consequences In the absence of an s. 85 election, the exchange will occur on a non-rollover basis. ... Holder's adjusted basis in the share and the fair market value of such consideration. ...