Northland Power Income Fund Acquires AES Kingston

On March 23, 2006, Northland Power Income Fund (the Fund) acquired, indirectly, all of the issued and outstanding shares of AES Kingston ULC, the owner of the 50 per cent of the 110 MW Kingston cogeneration facility that the Fund did not previously own, from a subsidiary of The AES Corporation, for approximately US$110 million. The acquisition was financed by the Fund through an offering of subscription receipts to raise gross proceeds of $175,134,000. Upon the closing of the acquisition, the subscription receipts were automatically exchanged for units of the Fund.

The offering was underwritten by a syndicate led by CIBC World Markets Inc. that included Scotia Capital Inc., National Bank Financial Inc., BMO Nesbitt Burns Inc., RBC Dominion Securities Inc., Canaccord Capital Corporation and FirstEnergy Capital Corp.The Fund was represented by Borden Ladner Gervais LLP with a team that included Linda Bertoldi, Bruce Fowler, Michael Shadbolt and Meaghan Bethune (corporate/energy), Paul Findlay, Elizabeth Jordan, Andrew Peel and David Pletsch (securities), Stephen Fyfe, Craig Webster and Francesco Gucciardo (tax), Adam Fanaki (competition) and Jeff Mitchell (employment).

Pan Pacific Copper Acquires Regalito Copper

Pan Pacific Copper Co., Ltd. (PPC) has completed its takeover bid for all of the issued and outstanding common shares of Regalito Copper Corp. Regalito’s common shares are listed on the Toronto Stock Exchange and American Stock Exchange. The offer to acquire Regalito’s common shares for cash consideration of US$6 per share was made by PPC Canada Enterprises Corp., a wholly owned subsidiary of PPC, pursuant to a takeover bid circular dated April 3, 2006. By the expiry of PPC’s offer on May 9, 2006, approximately 90 per cent of the issued and outstanding Regalito common shares were deposited to the offer. PPC Canada Enterprises intends to acquire all the outstanding Regalito common shares not tendered to the offer pursuant to compulsory acquisition procedures. The transaction values Regalito at approximately C$151 million. PPC was established in October 2000 by Nippon Mining&Metals and Mitsui Mining&Smelting, and engages in a wide range of copper businesses including the procurement of copper concentrate, the production through tolling arrangement of, and the marketing of products such as, refined copper, precious metals and sulphuric acid.The Regalito special committee was represented by Borden Ladner Gervais LLP with a team that consisted of Ian Webb, Fred Pletcher, Steve McKoen and Graeme Martindale.

TD Bank Financial Group Acquires VFC

TD Bank Financial Group acquired VFC Inc. on April 19, 2006, for $326 million. With its focus on non-prime automotive purchase financing, VFC is one of the largest Canadian-owned indirect consumer finance companies in Canada. TD and VFC announced on February 16, 2006, that they had entered into a Support Agreement under which TD agreed that it would make a takeover bid to purchase all of VFC’s common shares for either $19.50 per share in cash, or in TD common shares, or a combination of cash and TD shares. VFC’s board agree to support the offer. On April 19, 2006, TD announced that holders of over 90 per cent of VFC’s shares had accepted TD’s offer. Pursuant to compulsory acquisition rules, TD acquired the remaining VFC Shares on May 19.The Special Committee of the Board of Directors of VFC was represented by Borden Ladner Gervais LLP with a team comprised of Frank Allen, Frank Callaghan, Paul Simon and Dyana McLellan (corporate/securities) and Eva Krasa (tax).

AutoCanada Income Fund Completes IPO

On May 11, 2006, AutoCanada Income Fund of Edmonton, Alberta, completed its initial public offering of 10,209,500 units for gross proceeds of $102,095,000. AutoCanada purchased, and will operate, the franchised automobile dealership business of Canada One Auto Group, which retained a 49.6 per cent interest in the Fund. As part of the transaction, DaimlerChrysler Financial Services Canada Inc. provided a $233,125,000 line of credit to AutoCanada for inventory, working capital and acquisition needs. AutoCanada is Canada’s only publicly traded entity with interests exclusively in the operation of franchised automobile dealerships. Through its 50.4 per cent indirect interest in AutoCanada LP, it operates 14 franchised automobile dealerships in six provinces and has over 800 employees. It currently sells various new vehicle brands, including Chrysler, Dodge, Jeep and Hyundai. DaimlerChrysler Canada Inc. was represented by its in-house counsel Steve Rose, and by Barry Bresner, Paul Mingay and Murray Shopiro of Borden Ladner Gervais LLP.

Oil Sands Sector Fund Completes $430M IPO

On March 15, 2006, Oil Sands Sector Fund (the Trust), an investment trust, completed its initial public offering of 40 million trust units, representing 38,658,693 trust units purchased for cash, together with 1,341,307 trust units issued pursuant to an exchange option, at a price of $10 per trust unit for total gross proceeds of $400 million. An additional 3 million trust units were issued on March 28, 2006, pursuant to the exercise of the agents’ over-allotment option for additional gross proceeds of $30 million.

The Trust has been created to provide investors with an opportunity to invest in equity securities of issuers participating in the Canadian oil sands sector and other issuers involved in the energy sector. The Trust’s investment objectives are to provide unitholders with (i) long term capital appreciation; and (ii) a stable stream of quarterly cash distributions targeted to be $0.125 per Trust unit ($0.50 per Trust unit per annum, representing a yield of 5 per cent per annum on the original issue price of $10 per Trust unit).

The offering was made through a syndicate of agents, co-led by RBC Dominion Securities Inc. and CIBC World Markets Inc. and which included BMO Nesbitt Burns Inc., National Bank Financial Inc., Scotia Capital Inc., TD Securities Inc., Berkshire Securities Inc., Canaccord Capital Corporation, Dundee Securities Corporation, HSBC Securities (Canada) Inc., Desjardins Securities Inc., Raymond James Ltd., Research Capital Corporation, Blackmont Capital Inc. and Wellington West Capital Inc.

Borden Ladner Gervais LLP acted for the Trust and Markland Street Asset Management Inc., the manager and trustee of the Trust, with a team that included Lynn McGrade, Dolores Di Felice, Adam Segal and Terence Lui (securities/corporate) and Stephen Fyfe (tax).