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("Inmaculada"), to transfer the Class A shares which it received in 3. to HOC Canada in consideration for the issuance of HOC Canada common shares having full stated capital (i.e., valued based on the cash consideration in 5. below). ... The Spin-off and the exchange of Class A shares for cash should be treated as steps of a single integrated transaction in which U.S. holders will be treated as having disposed of their IMZ common shares (and their indirect interest in IMZ subsidiaries if special PFIC rules apply) in exchange for Chaparral Gold shares and the cash consideration (with the acquisition and disposition of their Class A shares being disregarded). On this basis, the Chaparral Gold shares and the cash will be treated as an amount received in exchange for the holder's IMZ common shares, and the holder will realize a gain based or loss equal to the difference between the aggregate fair market value of such consideration and the holder's adjusted basis in the IMZ common shares. ...

Plan of Arrangement in consideration solely for Centerra shares, with the acquired shares contributed immediately to a new holding subsidiary of Centerra. ... The U.S. tax disclosure indicates that the exchange is expected to be a “B” reorg, which requires that the sole consideration be shares. ... The Thompson Creek common shares (now held by Centerra) will be contributed by Centerra to Centerra Holdco in consideration for a corresponding number of common shares in the capital of Centerra Holdco. ...

Newmarket/Kirkland Lake-- summary under Triangular Amalgamations Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Amalgamations- Triangular Amalgamations triangular amalgamation of Kirkland Lake with Newmarket Gold sub Overview Kirkland is to be amalgamated with Subco on a triangular amalgamation occurring as part of a CBCA Plan of Arrangement, so that the Kirkland shareholders will have their shares cancelled on the amalgamation in consideration for receiving shares of Newmarket (to be renamed Kirkland Lake Gold Ltd.) ... Pursuant to the Amalgamation: (i) each Kirkland Share (other than Kirkland Shares held by Newmarket) will be cancelled in exchange for the “Consideration” of 2.1053 Newmarket Shares; (ii) each Kirkland Share held by Newmarket and each Subco Share will be converted into one share of the amalgamated corporation (“Amalco”); (iii) as consideration for the issuance of the Consideration by Newmarket in connection with the Amalgamation, Amalco will issue to Newmarket one Amalco Share for each Newmarket Share issued pursuant to (i) above; and (iv) there will be added to the stated capital of the Newmarket Shares an amount equal to the paid-up capital of the Kirkland Shares described in (i). ...

Each Secured Debtholder shall be entitled to receive its applicable share of the Secured Debtholder Consideration (being a cash payment in U.S. dollars equal to the sum of U.S.$366.3 million, $196.5 million and £12.1 million (as adjusted for post-October 31, 2019 changes) Credit Agreement fee amounts and certain interest amounts, and with the obligations of Pengrowth in relation thereto being extinguished. ... The Alternative Transaction Agreement contemplates a proceeding, including a proceeding under the CCAA, pursuant to which Shareholders may receive the nominal value of $0.001 per Share and the Secured Debtholders will receive, subject to the Purchaser and WEF agreeing with the Corporation otherwise, the same consideration available to them under the Arrangement. ... Share disposition Resident Holders will realize a capital gain (or a capital loss) equal to the amount by which the Cash Consideration exceeds (or is less than) the aggregate of the adjusted cost base to the Resident Holder of such Shares immediately prior to the disposition and any reasonable costs of disposition. ...

Reasons for the Reorganization The Minority Shareholders will receive, as an economic matter, an incremental 0.7% interest in the assets and liabilities of the Company they already own, plus a 36.7% interest in PCC’s assets and liabilities excluding shares of the Company, without effectively paying any additional consideration for these assets and liabilities. ... Each Common Share (other than those held by PCC, 171 or any other wholly-owned subsidiary of PCC and the Dissent Shares transferred to the Company) will be transferred by the holder thereof to PCC for the consideration (the “Consideration”) of 1.05 PCC Subordinate Voting Shares and (ii) $0.01 in cash. ... Canadian tax consequences Taxable exchange if no election A Resident Holder whose Common Shares are exchanged for the Consideration pursuant to the Reorganization and who does not make a valid tax election referred to below (a “Tax Election”) with respect to the exchange in 2 above, will realize a capital gain (or capital loss) equal to the amount by which the proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base of the Resident Holder’s Common Shares immediately before the exchange. ...

Structuring steps Huntingdon will directly or indirectly contribute its interests in the initial properties to FAM LP in consideration for Class A and B units, the assumption of $99.2M of mortgages and the issuance of a non-interest bearing promissory note of $9.2M The REIT will issue units under the offering for gross proceeds of $58.8M (before over-allotment) and use a portion of the proceeds to purchase Huntingdon's Class A units and promissory note- and will also issue special voting units to Huntingdon The Class B units will be amended to be exchangeable units (representing an approximate 27% interest if the over-allotment option is exercised) with the same economic entitlements as REIT units The REIT will contribute the promissory note to FAM LP in consideration for the issuance of additional Class A LP units Distributions Monthly distributions approximating 95% of AFFO (a yield of 7.5%). ...

Canadian tax consequences A description of Canadian federal income tax considerations will be set forth in the amended version of the Plan.A description of certain Canadian federal income tax considerations will be set forth in the amended version of the Plan, which should be review3ed by Unitholders wishing to participate in the Plan ...

. $3.50 of cash (estimated to represent 82% of the consideration) and 0.0467 of a Yamana common share is to be provided in exchange for each Extorre common share. (This consideration is calculated to represent a premium of 54% and values the outstanding Extorre shares at $414 million). ...

The cash consideration for the minority shares aggregates $1.3 billion. ... Plan of Arrangement Under the Plan of Arrangement: Each common share of a dissenter will be transferred for its fair value to Effective Energy Each common share other than those of ARMZ or affiliates, or of dissenters, will be transferred to Effective Energy for cash of $2.86 Each stock option will be cancelled in exchange for a cash payment equal to its in-the-money value (based on the $2.86 per share consideration) plus, in the case of an employee/officer optionholder, a payment on December 31, 2013 equal to the black-scholes value of the option minus the amount of any in-the-money payment received MI 61-101 analysis The arrangement is a business combination requiring a formal valuation of the Uranium One common shares. ...

Under a Quebec Plan of Arrangement, Fibrek will amalgamate with RFP Acquisition with: the shares of Fibrek held by RFP Acquisition being cancelled; the shares in the capital of RFP Acquisition being converted into Amalco common shares; and the shares of the other shareholders of Fibrek being converted into Series 1, 2 or 3 shares depending upon their choice as to what mix of cash and Resolute common shares they wish to receive (but subject to the aggregate cash and Resolute common share consideration not exceeding Cdn$18,199,250 and 939,744, respectively). ... The Plan of Arrangement also provides that the Fibrek shares of those who have validly exercised their dissent right will be deemed to have transferred to Amalco in consideration for a debt claim against Amalco to be paid the fair value of those shares. ...