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CCCA_V5No4_Col-DealDevelop-FIN_CCCA_V1No2_Col-News-V1.qxd 11/20/11 11:03 PM Page 41 Capstone Mining Corp. AND Details: Capstone Mining Corp. (“Capstone”) acquired all of the issued and outstanding com- mon shares of Far West Mining Ltd. (“Far West”) pursuant to a statutory plan of arrangement, effective June 17, 2011. The aggregate value of the consid- eration paid for Far West by Bob Wooder, Steven McKoen, David Reid, Fred R. Pletcher, John Anderson, Blake, Cassels & Blake, Cassels & Davis LLP Borden Ladner Stikeman Elliott LLP Capstone at the announcement Graydon LLP Graydon LLP Gervais LLP date was approximately $710- million. Far West is now held through a newly formed subsidiary of Capstone, owned 70 per cent by Capstone and 30 per cent by Korea Resources Corporation (“KORES”). Concurrent with the completion of the Arrangement, KORES acquired a 30 per cent interest in the enti- ty that owns the Santo Domingo project for cash consideration of approximately $195-million to Capstone, and subscribed for approxi- mately 40.2-million common shares of Capstone, representing an approximate 11 per cent interest in Capstone, for aggregate cash con- sideration of approximately $175-million. Date: Announced June 17, 2011. On the Deal: For Capstone: Bob Wooder, Steven McKoen, Maninder Malli and Mischa Zajtmann (corporate/securities), Kevin Zimka (tax), Jason Gudofsky (competition), David Zacks and Bahar Hafizi (financial services) and Sean Boyle (litigation), Blake, Cassels & Graydon LLP. For Far West: David Reid, Don Collie and Ruby Chan (corporate/securities), and Michael Coburn (tax), Davis LLP. For the Special Committee of the board of directors of Far West: Fred R. Pletcher and Shantela Blaeser, Borden Ladner Gervais LLP. For KORES: John Anderson and Jennifer Honeyman, Stikeman Elliott LLP. XM Canada and Sirius Canada Dee Rajpal, Robert Buchan, Stephen Whitehead, Dale Lastman, Robert Vaux, Grant Buchanan, Stikeman Elliott LLP Fasken Martineau Fasken Martineau Goodmans LLP Goodmans LLP McCarthy Tétrault LLP DuMoulin LLP DuMoulin LLP Details: Canadian Satellite Radio Holdings Inc. (carrying on business as XM Canada) and Sirius Canada Inc. (carrying on business as Sirius Canada) completed a combination trans- action pursuant to which XM Canada acquired all of the David Wilson, Robert Vineberg, Ava Yaskiel, James Elder, Anthony Milazzo, issued and outstanding shares Davies Ward Phillips & Davies Ward Phillips & Norton Rose OR LLP Borden Ladner Borden Ladner of Sirius Canada. The combined Vineberg LLP Vineberg LLP Gervais LLP Gervais LLP enterprise value of XM Canada and Sirius Canada was in excess of $500-million. Under the combination transaction, the shareholders of Sirius Canada, being the Canadian Broadcasting Corporation (“CBC”), Sirius XM Radio Inc. (“Sirius XM”) and Slaight Communications Inc. (“Slaight”), received shares of XM Canada from treasury. The shares issued to the shareholders of Sirius Canada represented an approximate 58 per cent equity interest in XM Canada, on a partially diluted basis, immediately following closing of the combination transaction. Contemporaneously with the closing of the combination transaction, XM Canada closed a refinancing transaction consisting of a private placement of 9.75 per cent Senior Notes due 2018 (the “New Notes”) and an exchange offer (the “Exchange Offer”) for all of its outstanding 12.75 per cent Senior Notes due 2014 (the “Existing Notes”). Approximately US$68.8-million aggregate principal amount of Existing Notes were accepted for exchange in the Exchange Offer. The refinancing transactions resulted in the issuance of approximately $130.8-million aggregate principal amount of New Notes. National Bank Financial Inc., Canaccord Genuity Corp., RBC Dominion Securities Inc. and CIBC World Markets Inc. acted as agents on the private placement. Date: Closed June 21, 2011. On the Deal: For XM Canada: Dee Rajpal, Jonah Mann, Courtney Wilson and Bradley Zander (M&A), Francesco Gucciardo (tax), and Victor Chai and Vic Arora (corporate/banking), Stikeman Elliott LLP; Robert Buchan, Stephen Whitehead and Leslie Milton (regu- latory), Fasken Martineau DuMoulin LLP. HIVER 2011 CCCA Canadian Corporate Counsel Association 41