Lexpert Magazine

March/April 2018

Lexpert magazine features articles and columns on developments in legal practice management, deals and lawsuits of interest in Canada, the law and business issues of interest to legal professionals and businesses that purchase legal services.

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LEXPERT MAGAZINE | MARCH/APRIL 2018 17 INDUSTRY ANALYSIS | CORPORATE TRANSACTIONS OF IMPORTANCE | 5 Metals & Mining 3 Oil & Gas Oil & Gas Oil & Gas Oil & Gas 3 Energy & Power Consumer Services Energy & Power Pipelines Aerospace & Defence Automotive Materials Utilities Media & Entertainment 3 Construction & Engineering Pipelines Materials Utilities Financials Health Research Media & Entertainment Recreation & Leisure Advertising & Marketing E-Commerce Construction & Engineering Consumer Staples TRANSACTION VITALS ANNOUNCED: 11/30/2017 CLOSED: 3/21/2016 TECHNIQUE: STOCK SWAP ACQUIRER TYPE: DOMESTIC ACQUIRER SOUGHT: 100% VALUE: $940 MILLION STUART MONEY BURNET, DUCKWORTH & PALMER LLP (FOR WHITECAP RESOURCES INC.) GEORGE ANTONOPOULOS DENTONS CANADA LLP (FOR CENOVUS ENERGY INC.) SONY GILL MCCARTHY TÉTRAULT LLP (FOR THE UNDERWRITERS) On December 14, 2017, Whitecap Resources Inc. (Whitecap), an oil-weighted growth company based in Calgary, closed the acquisi- tion of high quality light oil assets in southeast Saskatchewan for ap- proximately $940 million, from Cenovus Energy Inc. (Cenovus), an integrated Canadian oil company. Concurrent with the closing of the acquisition, Whitecap's bor- rowing base was increased to $1.7 billion from $1.3 billion. e acqui- sition was partially funded through a $92.5 million non-brokered pri- vate placement and a concurrent $332.5 million bought deal equity financing which closed on December 4, 2017, and was co-led by Na- tional Bank Financial Inc. and TD Securities Inc. (the Underwriters). Whitecap was represented by Burnet, Duckworth & Palmer LLP. e BDP team was composed of Stuart Money, Brittney LaBranche and Randon Slaney (energy), Shannon Gangl, Sylvie Welsh and Riley O'Brien (securities), Heather DiGregorio and Bran- don Holden (tax), Nancy Smith and Nicole Chorley (banking) and Gina Ross (employment). Cenovus was represented by its in-house legal team of Geoff Paskuski (Associate General Counsel), Tamar Epstein (Associate General Counsel), Suzanne Smith (Associate General Counsel) and Amy Gillespie (Senior Legal Counsel). Dentons Canada LLP was external counsel to Cenovus Energy, with a team composed of George Antonopoulos, Michael Hurst, Courtney Burton, Gordon Tarnowsky, QC (energy), Barry Zalmanowitz, Simon Kupi (com- petition), Matthew Potts (real estate) and Barbara Johnston (labour and employment). e Underwriters were represented by McCarthy Tétrault LLP by a team composed of Sony Gill, Gordon Cameron and Ben Lay- ton (securities). ORLA MINING ACQUIRES GOLDCORP'S CAMINO ROJO PROJECT CLOSING DATE: NOVEMBER 7, 2017 Orla Mining Ltd. (Orla) (TSX-V: OLA) acquired the Camino Rojo Project, a gold and silver oxide heap leach project located in Zacatecas State, Mexico from Goldcorp Inc. (TSX: G, NYSE: GG) (Goldcorp) for 31.9 million common shares of Orla (a 19.88-per-cent interest in Orla) and a 2-per-cent net smelter royalty. Orla and Goldcorp have also entered into an option agreement regarding the potential devel- opment of multiple sulphide operations at Camino Rojo in which Goldcorp will, subject to the applicable sulphide project meeting cer- tain thresholds, have an option to acquire a 60-per-cent or 70-per-cent interest in the applicable sulphide projects. Orla Mining is a mineral exploration company led by a group of sea- soned mining executives with strong financial backing. Orla's focus is Oil & Gas WHITECAP RESOURCES INC. ACQUIRES LIGHT OIL ASSETS FROM CENOVUS ENERGY INC., COMPLETES FINANCING AND INCREASES CREDIT FACILITIES

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