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CCCA_V4No4_Col-DealDevelop-V2.qxd:CCCA_V1No2_Col-News-V1.qxd 10/27/10 3:57 PM Page 49 Air Canada (con’d) AND Date: Closed August 3, 2010. On the Deal: For Air Canada: In-house by David Shapiro, Vice-President and General Counsel, Arielle Meloul- Wechsler, Assistant General Counsel and Director of Legal Services, David Perez, Assistant General Counsel, Corporate and Commercial, Jeffrey Wood, Senior Counsel, Commercial, Anna-Maria Masciotra, Senior Counsel, Commercial and Aircraft Finance, Daniel Magny, Counsel, Regulatory and International and Valérie Durand, Counsel, Commercial; Sterling Dietze, Robert Carelli, Howard Rosenoff, Kenton Rein, David Massé, Gabrielle Bélanger, Aniko Pelland, Laura Salvati, David Tardif and Kevin Custodio (corporate finance), Marie-André Beaudry and Frank Mathieu (tax) and Brenda Hebert, Douglas Klaassen and Valérie Mac-Seing (real estate), Stikeman Elliott LLP. For the initial purchasers: Richard Cherney, Neil Kravitz, Sébastien Thériault, Olivier Désilets, Brian Sterling Dietze, Stikeman Elliott LLP Kujavsky and Sylvie Guillemette (corporate finance), Davies Ward Phillips & Vineberg LLP. Manulife Financial Corporation Details: Manulife Financial Corporation completed an offering of $900 million principal amount of 4.079 per cent medium term notes due 2015, pursuant to its medium term note program. The notes were issued under a pricing supplement dated August 17, 2010, to Manulife's short form base shelf prospectus dated May 8, 2009, amending and restating the short form base shelf prospectus dated March 30, 2009, and prospectus supplement dated April 21, 2009. The notes were offered through a dealer syndicate led by RBC Capital Markets and BMO Capital Markets. Date: August 20, 2010. On the Deal: For Manulife: In-house by Stephen Sigurdson, Senior Vice President & General Counsel Canada, and David Kerr and Assistant Vice President, Senior Counsel & Assistant Sharon Geraghty, Barry Ryan, Torys LLP McCarthy Tétrault LLP Corporate Secretary; Sharon Geraghty, David Seville, Raegan Kennedy, Zack Newton, Rebecca Wise and Blair Keefe (insurance regulatory) and James Welkoff and Catrina Card (tax), Torys LLP. For RBC Capital Markets and BMO Nesbitt Burns and a syndicate of other dealers: Barry Ryan, Andrew Parker, Matthew Appleby and Matthew Harding (business law) and Jerald Wortsman and Gabrielle Richards (tax), McCarthy Tétrault LLP. Harry Winston Diamond Corporation Details: Harry Winston Diamond Corporation (“Harry Winston”) repurchased from Kinross Gold Corporation (“Kinross”) its 9 per cent indirect interest in the Diavik Joint Venture for aggregate consideration of approximately US$220 million. The purchase consideration was comprised of US$50 million in cash, plus the issuance to Kinross of approximately 7.1 million treasury Harry Winston common shares and a promissory note in the amount of US$70 million, maturing 12 months from the date of closing. The note bears interest at a rate of 5 per cent per annum and can be repaid in cash or, subject to certain limitations, shares issued by Harry Winston to Kinross. Date: Closed August 25, 2010. On the Deal: For Harry Winston: In-house by Beth Bandler, Senior Vice-President and General Rob Nicholls, Doug Bryce, Stikeman Elliott LLP Osler, Hoskin Counsel; Rob Nicholls, Sean Vanderpol, Jillian Kovensky and Craig Broadhurst (corporate) and & Harcourt LLP Peter Hamilton and Justin Parappally (banking), Stikeman Elliott LLP; Cynthia Levy, Davis LLP. For Kinross: Doug Bryce and James Brown (corporate), Osler, Hoskin & Harcourt LLP. B2Gold Corp. Details: B2Gold Corp. (“B2Gold”) has sold its interest in the Kupol East and West Licenses in Russia to a subsidiary of Kinross Gold Corporation (“Kinross”). Kinross made an upfront payment of US$33 million to B2Gold and will make contingent payments of US$15 million for each incremen- tal million ounces of gold of National Instrument 43-101 compliant proven and probable gold reserves contained by the Kupol East and West License areas, up to a maximum of nine million ounces of gold (100 per cent basis). B2Gold will also receive payments equal to 1.5 per cent of Net Smelter Returns from the commencement of production from the area covered by the Kupol East and West Licenses, subject to a right for Kinross to buy-out the payment stream for US$30 million. Date: Closed August 27, 2010. Anthony Ryan, Sheldon Vanderkooy, Lawson Lundell LLP Blake, Cassels On the Deal: For B2Gold Corp.: In-house by Roger Richer, Secretary, Senior Vice President and & Graydon LLP General Counsel; Anthony Ryan, Nathan Daniels (mergers and acquisitions) and Ben Gabriel (corporate), Lawson Lundell LLP. For Kinross Gold Corporation: In-house by Geoff Gold, Executive Vice-President and Chief Legal Officer and Nicholas J. Hayduk, Vice- President, Legal; Sheldon Vanderkooy, and Norbert Knutel (mergers and acquisitions), Blake, Cassels & Graydon LLP. Compiled by Gina Fusco. If you would like to see your company’s deals listed in a future edition of Deals & Developments, send the details to gina.fusco@rogers.com. HIVER 2010 CCCA Canadian Corporate Counsel Association 49