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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. ...

As an alternative to selling their Paladin Shares directly, resident shareholders generally have the option of transferring their Paladin Shares to a respective newly-incorporated Canadian holding company (a Qualifying Holdco) solely in consideration for common shares, with the shareholders (presumably after engaging in a safe income strip) then transferring their Qualifying Holdco shares to CanCo 1. ...

As an alternative to selling their Paladin Shares directly, resident shareholders generally have the option of transferring their Paladin Shares to a respective newly-incorporated Canadian holding company (a Qualifying Holdco) solely in consideration for common shares, with the shareholders (presumably after engaging in a safe income strip) then transferring their Qualifying Holdco shares to CanCo 1. ...

Reverse takeover/triangular amalgamation After the completion of the preliminary transactions: Andor will be continued under the BCBCA and its shares will be consolidated on the basis of 0.176 new common shares for each old share Dissenters' shares will be deemed to be transferred to Andor with a right to be paid their fair value Subco and Trident will amalgamate under the CBCA On the amalgamation, each Trident share will be cancelled and its holder will receive that number of shares of Andor (now called Trident Gold Corp.) based on the exchange ratio (1 Andor share for 10.75 Trident shares) A similar exchange of options and warrants will occur Each common share of Subco outstanding before the amalgamation will become a common share of Amalco; and as consideration for the issuance of Andor shares to the former Trident shareholders, Subco shall issue to Andor one Amalco share for each such share so issued to such shareholders Canadian tax disclosure None. ...

CGA options It is a condition precedent to the Scheme of Arrangement becoming effective that by the final (second) court approval, all (29) holders of (5.4M) CGA options have agreed, subject to the Scheme of Arrangement becoming effective, that their options will be cancelled for cash consideration equal to their in-the-money value two trading days before the announcement date. ...

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. ... The Surviving Company, as successor to AcquireCo, shall issue such number of shares of common stock to HoldCo equal to the number of Auxilium shares issued and outstanding immediately prior to the Merger Effective Time multiplied by the Equity Exchange Ratio in consideration for HoldCo delivering (on behalf of AcquireCo) common shares of QLT to the former Auxilium Stockholders. ... The "Equity Exchange Ratio" reflects the right to receive, for each outstanding share of Auxilium common stock, 3.1359 QLT common shares (the "equity exchange ratio"), provided that in the event that, at or immediately after the merger effective time, QLT or its subsidiary receives aggregate cash consideration pursuant to the sale, license, sublicense or similar transaction related to its proprietary synthetic retinoid product in development known as "QLT091001", which is less than $25 million but equal to or greater than $20 million then, the equity exchange ratio shall be increased by 0.0192; and so on for further specified $5M increments as follows: $20 million to $15 million: 0.0385; $15 million to $10 million: 0.0577; $10 million to $5 million: 0.0770; or less than $5 million, or in the event that no such transaction is consummated at or immediately after the merger effective time, then the equity exchange ratio shall be increased by 0.0962. ...

Setup of structure The conversion occurs under a Quebec Plan of Arrangment (Granite having continued in June 2012 to Quebec): Granite transfers, to a wholly-owned Quebec LP ("Fin LP"), loans owing to it by various European subsidiaries; Granite contributes its Canadian and U.S. assets, which are held through subsidiary partnerships ("Canadian Realty LP" and "US Holdingo LP"), and its LP interest in Fin LP, to another subsidiary Quebec LP ("Granite LP"), of which a B.C. subsidiary of Granite (Granite GP) will be the general partner holding a 0.001% GP interest Granite transfers its LP units of Granite LP to Granite REIT (which had been settled by it previously) in consideration for the issuance of additional units, and the assumption of debenture debt employee stock options on Granite commons shares are exchanged for options on Granite REIT units and Granite GP common shares Granite purchases for cancellation all its outstanding common shares in consideration for: the issuance of Class X common shares of Granite (which are convertible common shares that subdivide or consolidate pro tanto with REIT units) in a number (the "Residual Number") that correspond to the relative value of the equity in the (principally European) subsidiaries which will be retained by Granite compared to the total consolidated equity value of Granite REIT once all the Granite assets are tucked underneath it, multiplied by the number of previously outstanding Granite common shares the immediate delivery, in the case of each of the 200 largest shareholders, of 25 Granite REIT units and 25 Granite GP non-voting common shares the obligation to make a deferred delivery of Granite REIT units and Granite GP non-voting common shares which are equal in number to the total number of outstanding Granite common shares minus the number of Class X shares which are issued as described above and minus the number of units and shares that are delivered to the 200 largest shareholders (which, therefore, reduce the number of Granite REIT units and Granite GP non-voting common shares which they otherwise would receive on a deferred basis) Granite REIT issues Granite REIT units (and delivers Granite GP non-voting shares) to the Class X shareholders in consideration for the right to require their Class X shares to be contributed to Granite LP (with the Class X shares subsequently being converted in the hands of Granite LP into common shares) Granite LP transfers all of its voting LP units of Fin LP (representing approximately a 20% partnership interest therein) to Granite in consideration for Granite common shares the Granite GP (voting) common share held by Granite is cancelled and the non-voting common shares of Granite GP (held by the public) are converted into (voting) common shares the European loans owing to Fin LP and the Granite America loan owing to Granite LP become hypothecs (i.e., loans secured by way of movable hypothec) through a pledge by the debtor of units or promissory notes of real estate subsidiaries of the debtor all the Granite GP common shares and all the Granite REIT units (other than 25 units held by the GP of Fin LP) commence to trade on a stapled basis, with each stapled unit consisting of one such share and one such unit Distributions Initially, $0.175 per month per stapled unit (all on the REIT unit component of stapled unit) with return-of-capital percentage for 2013 estimated at 20% to 30%. ...