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CCCA_V6No1_Col-DealDevelop-FIN_CCCA_V6No1_Col-DealDevelop-V1.qxd 2/13/12 10:56 PM Page 44 AND Astral Media Inc. Details: Astral Media Inc. (“Astral”) entered into a new credit agreement providing Astral with access to a $700-million five-year unsecured credit facility from a syndicate of banks led by National Bank Financial Markets, RBC Capital Markets and BMO Capital Markets. Date: Announced October 25, 2011. On the Deal: For Astral: Brigitte Catellier, vice-president, legal affairs and secretary, Jocelyn Côté, sSenior vice-president, regulatory and government affairs, and Sylvie Bélanger, senior paralegal, legal affairs; Howard Rosenoff and Marie-Josée Marcoux, Stikeman Elliott LLP. For Astral's lending syndicate: Marc Novello, Angela Onesi, Jay Choi and Alexandre Gagnon, Fasken Martineau DuMoulin LLP. Howard Rosenoff, Marc Novello, Stikeman Elliott LLP Fasken Martineau DuMoulin LLP AuRico Gold Inc. Details: Leading intermediate Canadian gold and silver producer AuRico Gold Inc. (TSX:AUQ, NYSE:AUQ) has completed its acquisition of Northgate Minerals Corporation (TSX:NGX, NYSE Amex:NXG). AuRico is purchasing Northgate for $1.5-billion. The acquisition was carried out by way of a plan of arrangement and was approved by the Supreme Court of British Columbia. Shareholders of both AuRico and Northgate voted overwhelmingly in favour to approve AuRico’s acquisition of Northgate at their respective special meetings of shareholders each held on October 24, 2011. Under the terms of the acquisition, AuRico acquired all of the issued and outstanding common shares of Northgate on the basis of 0.365 of an AuRico common share for each common share of Northgate. Date: Closed October 26, 2011. John Turner, Kevin Morris, Fasken Martineau Torys LLP On the Deal: For AuRico: John Turner, Richard Steinberg, Gregory Ho Yuen, Krisztián Tóth, DuMoulin LLP Christopher Steeves, Paul Braczek, Kelly McDonough, Huy Do, Mark Magro, Tracey Cohen, Blair Horn and Mark Hawkins, Fasken Martineau DuMoulin LLP. For Northgate Minerals: Kevin Morris, Alison Harnick, Peter Jewett, John Emanoilidis, James Miller, Thomas Miller, Gabi Mandowsky, Robbie Leibel, Miranda Callaghan, Kevin Wall (Toronto corporate); Andrew Gray (litigation); Chris Roehrig and Daniel Raglan (US corporate); Andrew Wong, Corrado Cardarelli, Richard Johnson, Peter Keenan and Ari Feder (tax); Omar Wakil and Damien Liddle (regulatory); Dennis Mahony (environmental); Mitch Frazer and Reesha Hosein (employment); and John Terry (First Nations), Torys LLP. BRS Resources Ltd. Details: BRS Resources Ltd. (TSX.V: BRS) completed a private placement to Carlson Partners, L.P. who purchased it through two of their funds, Black Diamond Offshore Ltd. and Double Black Diamond Offshore Ltd., consisting of the issuance of convertible notes in the aggregate principal amount of $6,000,000 and 10,000,000 share purchase warrants. BRS is an independent international oil and gas company focused on the development and production of oil and natural gas reserves. Date of Material Change: November 4, 2011. On the Deal: For BRS Resources: Angela Blake and Virgil Hlus, Clark Wilson LLP. For the purchasers: Neill May and Shevaun McGrath, Goodmans LLP. Angela Blake, Virgil Hlus, Clark Wilson LLP Clark Wilson LLP Northland Properties Inc. Details: Canadian hotelier and restaurateur Tom Gaglardi and his company, Northland Properties Inc. of Vancouver, BC, was the stalking horse bidder and eventual purchaser in the negotiation, doc- umentation and closing of the acquisition of the Dallas Stars NHL franchise and related assets, including a 50 per cent ownership stake in the American Airlines Center in downtown Dallas. The transaction involved a prepackage bankruptcy plan filed in the U.S. Bankruptcy Court of the District of Delaware in which an auction of the team and its assets would be conducted with Mr. Gaglardi's bid serving as the stalking horse bid. No other groups were able to submit a qualifying bid prior to the court-mandated deadline for bidding, which led to Mr. Gaglardi's bid being the winning bid and foregoing the auction process. Mr. Gaglardi's bid called for an aggregate purchase price of approx- Jim Rossiter, David Parham, imately US$265-million dollars, which consisted of cash, assumed debt and take-back notes in Baker & McKenzie LLP Baker & McKenzie LLP favour of certain of the team's secured creditors. Date: Closed November 18, 2011. On the Deal: For Northland Properties Inc.: In-house by Bernie Malach, General Counsel, and Rob Toor, Corporate Counsel; Jim Rossiter, David Parham, Kevin Maher (M&A), Ata Dinlenc (banking & finance), Dick Lipton (tax), Brook Mestre (M&A), Christopher Besant (corporate & finance), Elliot Schuler (bankruptcy), Olumide Owoo (banking & finance) and Jeff Slade (tax), Baker & McKenzie LLP. For the sellers: Weil, Gotshal & Manges LLP and Latham & Watkins 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. 44 CCCA Canadian Corporate Counsel Association SPRING 2012