Bonterra Energy Income Trust completes plan of arrangement with Silverwing Energy Inc. and converts from an income trust to a corporation

Date Closed: 11/12/2008

Value: C$26 million

On November 12, 2008, Bonterra Energy Income Trust (Bonterra Trust) completed two arrangements under the Business Corporations Act (Alberta).

Silverwing Energy Inc. (Silverwing) became a wholly-owed subsidiary of Bonterra Trust pursuant to the arrangement with Silverwing. Holders of common shares of Silverwing (Silverwing Shares) received either cash or units of Bonterra Trust (Trust Unit) for each Silverwing Share.

The second arrangement resulted in the conversion of Bonterra Trust to a corporate structure. Under this arrangement, Bonterra Oil & Gas Ltd. (New Bonterra, formerly SRX Post Holdings Inc.) acquired all of the outstanding Trust Units by issuing common shares (New Bonterra Shares) to holders of Trust Units on a one-for one basis. In addition, Bonterra Energy Corp. and Novitas Energy Ltd., which held the operating assets of Bonterra Trust, amalgamated to form a new operating subsidiary of Bonterra Trust under the name 'Bonterra Energy Corp.' As a result of this arrangement, Bonterra Trust became a wholly-owned subsidiary of New Bonterra. Prior to the implementation of this arrangement, SRX Post Holdings Inc. underwent a reorganization in connection with a Plan of Compromise and Arrangement under the Companies' Creditors Arrangement Act (Canada) and the Canada Business Corporations Act .

BLG represented Bonterra Energy Income Trust, with a team that included Bruce Lawrence, Pat McCarthy, David Madsen, Marilyn Paterson, Steven Pearson, Lloyd McLellan, Melissa Smith, Louise Lee, Jonathan Doll and Joseph H. Takhmizdjian. Lindsay Holmes, Ross Freeman and Stephen Fyfe provided tax counsel.