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CCCA_V6No2_Col-DealDevelop-FIN_CCCA_V6No1_Col-DealDevelop-V1.qxd 5/24/12 12:30 AM Page 47 Infrastructure Ontario (con’d) AND On the Deal (con’d): (real estate), McMillan LLP; Kristen Wittman, Taylor McCaffrey LLP. For the Dundee parties: In-house by Mark Hogan, vice-president business development and general counsel; George Valentini and Stella Di Cresce, Osler Hoskin Harcourt LLP; Brock Johnston and Amaan Gangji, Clark Wilson LLP. For EllisDon Corporation: In-house by Jody Becker, Vice-President and General Counsel, Rosemarie Lipman, senior counsel, and Michael Casey, counsel; Peter H.E. Schwartz, Harrison Pensa LLP. For Ledcor: In-house by Andrew Mackay; Peter Gorgopa, Shapiro Hankinson & Knutson Law Corporation; David Oliver, Fogler, Rubinoff LLP. For the lenders: Brian Kelsall, Lisa Marcuzzi, Kevin Clinton, Mark Brennan, Sean Morley and Marc Lefler, Fasken Martineau DuMoulin LLP. AltaGas Ltd. Details: AltaGas Ltd. completed an offering of 4,270,000 common shares at a price of $29.30 per common share. In addition, the underwriters exer- cised the option to purchase an additional 640,500 common shares at $29.30 per common share. The offering resulted in AltaGas receiv- ing gross proceeds of approximately $144-million. The common shares were issued pursuant to a prospectus supplement under AltaGas’ $1-billion short form base shelf prospectus dated July 15, 2010. Date: Closed November 15, 2011. On the Deal: For AltaGas: In-house by Dennis Dawson, vice-president general counsel and corporate secretary, and Michael Halpen, associate general counsel; Keith Chatwin, Kelly Fluker and Gus Lu (securities), and David Weekes (Tax), Stikeman Elliott LLP. For the syndicate of underwriters: Ross Bentley, Jeff Bakker and Paul Pasalic (securities) and Ted Thiessen (tax), Blake, Cassels & Graydon LLP; TD Securities Inc. and RBC Dominion Securities Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc., National Bank Financial Inc., Scotia Capital Inc., HSBC Securities (Canada) Inc., Macquarie Capital Markets Canada Ltd. and FirstEnergy Capital Corp. Brookfield Office Properties Canada LP Details: Brookfield Office Properties Canada LP completed the financing of Bay Adelaide Centre’s West Tower in Toronto with $405-million, ten- year first mortgage bonds. CIBC World Markets Inc. and TD Securities Inc. acted as agents on the transaction. Immediately prior to the closing of the financing, Brookfield reorganized the ownership of Bay Adelaide Centre to, among other things, sever the West Tower from the balance of the project and prepare for the future development of the remaining lands on the Bay Adelaide Centre site. Date: Closed December 21, 2011. On the Deal: For Brookfield Office Properties Canada LP and its subsidiaries: In-house by Deborah Rogers, Elliott Feintuch, Elizabeth Phalen and Amelia Nasrallah; Juli Morrow and Jeffrey Shore (financing and reorganization), Allan Goodman, Eric Robb (securities) and Bradley Hennick (securities), and Glenn Ernst (tax), Goodmans LLP. For the agents and the bondholders: S. Paul Mantini, Juliana Abdo and Aleksandra Finelli, Bennett Jones LLP. Adriana Resources Inc. Details: Adriana Resources Inc. (“Adriana”) (TSX-V:ADI) announced the successful close of its Joint Venture Agreement (the “JV Agreement”), as previously announced by Adriana on December 19, 2011, with a wholly owned subsidiary of WISCO International Resources Development & Investment Limited (“WISCO”) to engage in the development and operation of Adriana's Lac Otelnuk and December Lake iron ore properties in Nunavik, Québec (together, the “Lac Otelnuk Project”). Pursuant to the JV Agreement, WISCO has funded an aggregate of $91.6 million of which $51.6-million was paid directly to Adriana and the remaining $40-million was injected into a joint venture company, Lac Otelnuk Mining Ltd. (“LOM”). Adriana has transferred its interest in the Lac Otelnuk Project into LOM. WISCO has acquired a 60 per cent interest in LOM while Adriana holds the remaining 40 per cent interest. Under the terms of the JV Agreement, WISCO may provide dilution protection to Adriana by providing funding assistance of up to a maximum of $200-million for a term of up to 12 months in the event that Adriana has difficulty in funding its share of any cash call prior to the achievement of commercial production. Adriana and WISCO have agreed to purchase from LOM all the pro- duction from the Lac Otelnuk Project at fair market value in proportion to their respective equity interests. Date: Closed January 12, 2012. On the Deal: For Adriana Resources: Michael Bourassa, Kevin Clinton, Michael Gleeson (corporate); Krisztián Tóth, Samir Murji (securities); Neal Smitheman, Tracy Pratt, Alain Riendeau, Dominique Gibbens (litigation); Martin Gagné (real estate); Mitchell Thaw, Paul Casuccio (tax); Anthony Baldanza (competition/IC); with translation services provided by KC Miu and Bing Fu, Fasken Martineau DuMoulin LLP. For Wuhan Iron and Steel: Joyce Lee, Michael Lee, Bobby Wang, Stephanie Yarmo, McCarthy Tétrault 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. ÉTÉ 2012 CCCA Canadian Corporate Counsel Association 47