Lexpert Magazine

March 2016

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 2016 19 | CORPORATE TRANSACTIONS OF IMPORTANCE | sent Mason LLP with a team that included Kevin Devanny (corpor- ate) and Kevin Beattie (corporate). Oil & Gas Oil & Gas ORLEN UPSTREAM CANADA LTD. ACQUIRES KICKING HORSE ENERGY INC. CLOSING DATE: DECEMBER 1, 2015 On December 1, 2015, ORLEN Upstream Canada Ltd. (ORLEN Upstream Canada), a wholly owned subsidiary of PKN ORLEN S.A. (PKN ORLEN), completed its acquisition of all of the outstanding common shares of Kicking Horse Energy Inc. (Kicking Horse) pursu- ant to an arrangement under the Business Corporations Act (Alberta) (the Arrangement) for approximately $356 M. e acquisition of Kicking Horse aligns with PKN ORLEN's strategy of investing in at- tractive, low-risk jurisdictions such as Canada and expands ORLEN Upstream Canada's Canadian asset portfolio. Kicking Horse's core assets are strategically located in the Greater Kakwa area of Alberta. Norton Rose Fulbright Canada LLP Canada LLP acted as legal counsel to ORLEN Upstream Canada, with a team led by Mar- cus Archer and including Robert Froehlich, John Carleton, Dion Legge, Bernette Ho, Steve Leitl, Marlow Gereluk, Jason Giborski and Grant Stevens. Burnet, Duckworth & Palmer LLP acted as legal counsel to Kick- ing Horse with a team led by Bruce Allford and including Jessica Brown and Syd Abougoush (securities), Jody Wivcharuk (competition), Shan- non Wray (litigation), Jeff Fortin (tax) and Bob Graham (employment). SICHUAN ROAD & BRIDGE MINING INVESTMENT DEVELOPMENT CORP. LTD. ACQUIRES INTEREST IN ASMARA PROJECT CLOSING DATE: NOVEMBER 6, 2015 On November 6, 2015, Sichuan Road & Bridge Mining Investment Development Corp. Ltd. (SRBM) announced the purchase of a 60 per cent interest in the Asmara Mining Share Company (AMSC), holder of the Asmara Project in Eritrea, from Sunridge Gold Corp. (Sunridge) for US$65 million (approximately, C$85 million) in cash. SRBM also assumed the obligation to pay Sunridge the remaining principal of the deferred payment of US$13.33 million (approximate- ly, C$17.4 million) owed to Sunridge by Eritrean National Mining Corporation (ENAMCO). As substantially all of Sunridge's assets were sold as part of this transaction, Sunridge's board of directors will recommend the dispos- ition of net cash, as a return of capital, to Sunridge's shareholders once it is received and all obligations of Sunridge have been settled. SRBM is a subsidiary of Sichuan Road & Bridge (Group) Corpora- tion, a large-scale state-owned enterprise based in Chengdu, China and one of the core subsidiary companies of Sichuan Railway In- vestment Group Co., Ltd. whose main business is the construction of transportation infrastructure such as highways and railways, the development of hydropower and land and mineral resources projects. Zhong Lun Law Firm served as SRBM's Chinese legal counsel. Fasken Martineau DuMoulin LLP acted as Canadian legal counsel to SRBM with a team that included Michael Boehm, Lei Huang and Sarah Gingrich. K&L Gates LLP advised Sunridge on Hong Kong law and pro- vided transaction support from a Chinese-law perspective. e K&L Gates team was led by Frank Voon, in Beijing, who was supported by Michael Chan, Sacha Cheong and Iris Bi in Hong Kong. Axium Law Corporation acted as Canadian counsel to Sun- ridge with a team that included Rod McKeen and Morgan Hay. Telecommunications Telecommunications Telecommunications BCE COMPLETES $862M BOUGHT DEAL EQUITY OFFERING CLOSING DATE: DECEMBER 11, 2015 On December 11, 2015, BCE Inc. (BCE), Canada's largest com- munications company, completed a bought deal common share offer- ing for total aggregate gross proceeds of $862,838,100. BCE issued 15,111,000 common shares at a price of $57.10 per common share, in- cluding the 1,971,000 common shares issued as a result of the exercise in full of the over-allotment option granted to the syndicate of under- writers. e bought deal public offering was initially announced on November 23, 2015. e common shares were offered by way of a short form prospectus CONNECT WITH IN-HOUSE COUNSEL COLLEAGUES AT LEXPERT.CA/CCCA Check out in-house counsel's best networking tool! The 2015/16 Lexpert CCCA/ACCJE Directory & Yearbook online edition is a user-friendly, outstanding key resource for all in-house counsel. Access more than 4,000 listees, more than 1,900 organizations, find fresh editorial content, and information on deals and links to important resources. ANYWHERE. ANYTIME. ANY DEVICE.

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