PROPOSED ARRANGEMENT INVOLVING CONCORDIA RESOURCE CORP. AND MERYLLION ...

311 Pages·2013·6.19 MB·English

PROPOSEDARRANGEMENTINVOLVINGCONCORDIA RESOURCE CORP. AND
MERYLLIONRESOURCES CORPORAnON
AND
REVERSETAKEOVEROF CONCORDIA RESOURCE CORP. BYHPXTECHCO INC.
THROUGH PURCHASEOF HPXTECHCO ASSETS
NoticeofSpecial MeetingofConcordiaResource Corp. to beheldonNovember29, 2013
and InformationCircular
October 16,2013
Neitherthe TSX Venture Exchange Inc. noranysecuritiesregulatoryauthorityhas in any
Wlrypasseduponthe meritsoftheproposedarrangementandreverse takeoveroranyother
matterdescribedin this informationcircular.
TABLEOFCONTENTS
GLOSSARYOFTERMS 3
CURRENCYAND EXCHANGE RATES 9
FINANCIAL INFORMATION AND ACCOUNTING PRINCIPLES 9
CAUTIONARY STATEMENTREGARDING FORWARD-LOOKING STATEMENTS 9
SUMMARy 12
TheTransactions 12
Parties to the Transactions 12
Backgroundto and Reasons forthe Transactions 14
BoardApproval 15
The An'angement 15
EffectiveDate 17
Dissent Rights 17
IncomeTax Considerations 17
DRC Property Purchase 18
HPXTechCo RTO 18
SummaryofRisk Factors 19
Pro forma UseofFunds and Business Objectives 20
StockExchange ListingsandExchange Conditional Approval 21
Summary Pro FormaFinancial Information 21
Conflicts ofInterest. 22
Sponsorship 22
Interests ofExperts 22
Return ofProxy 22
Eligible Securityholders 23
ShareExchange Record Date 23
SOLICITATIONOFPROXiES 24
APPOINTMENTand revocation OF PROXY 24
Revocation ofProxy 24
Provisions Relatingto VotingofProxies 25
Non-Registered Holders 25
VOTESNECESSARY TO PASS RESOLUTIONS 26
VOTING SECURITIES AND PRINCIPALHOLDERS OFVOTING SECURITIES 26
INTERESTOF CERTAIN PERSONS IN MATIERSTO BEACTED UPON 26
INTERESTOF INFORMED PERSONS IN MATERIALTRANSACTIONS 27
AUDITOR 27
MANAGEMENTCONTRACTS 27
PARTICULARS OFMATTERS TOBEACTED UPON 27
TheTransactions 27
Haywood Fairness Opinion : 28
PlanofArrangement 30
An'angement Mechanics 31
Meryllion and the Vend-In Agreement 34
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HPXTechCo RTO 34
CONFLICTS OF INTEREST 39
CERTAIN CANADIAN FEDERALINCOME TAX CONSIDERATIONS 39
Securityholders Resident in Canada 40
ConcordiaSecurityholdersNot Resident in Canada 43
Certain Canadian Federal IncomeTax Considerations for Optionholders 44
CERTAIN UNITED STATES FEDERAL INCOMETAX CONSIDERATIONS 44
Scopeofthis Disclosure 45
U.S. Federal Income Tax Characterization ofthe Arrangement 46
Passive Foreign InvestmentCompanyRules Applicableto the Arrangement.. 47
Additional Considerations 54
REGULATORY MATTERS 56
Canadian SecuritiesMatters 56
U.S. Securities Matters 56
INFORMATION RELATING TO MERYLLION 56
INFORMATION RELATING TO NEWCONCORDIA 56
RISK FACTORS 57
Risk Factors Related to the Transactions 57
Risk Factors Relatedto Business ofNew Concordiaand Meryllion 58
Risk FactorsRelated to Business ofNew Concordia 62
Risk Factors Related to BusinessofMeryllion 64
DISSENT RIGHTS 65
RESTRICTED SECURITIES 66
ADDITIONALINFORMATION 66
BOARD APPROVAL 67
CONSENTOFHAYWOOD SECURITIES INC. 68
Schedule"A" ArrangementResolution A
Schedule"B" HPX TechCoRTO Resolution B
Schedule"c" Plan ofArrangement C
Schedule"0" Information Relating to Meryllion 0
Schedule"E" Form 3DI- InformationRelating to Concordia, HPX TechCoAssets andNew Concordia E
Schedule "F" Meryllion Financial Statementsand ManagementDiscussion and Analysis F
Schedule"G" Unaudited Pro FormaStatementofFinancial Position forNewConcordia G
Schedule"H" Dissent Rights Underthe British ColumbiaBusinessCorporationsAct... H
Schedule"I"Haywood Fairness Opinion 1
Schedule"J" Interim Order .1
Schedule"K"NoticeofHem'ing K
Schedule"L" Petition L
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CONCORDIARESOURCE CORP.
Suite 1100,355Burrard Street
Vancouver,B.c. V6C 2G8
Telephone: [phone] Fax: [phone]
Notice ofthe Special Meeting ofShareholders
to be held on November29, 2013
NOTICE IS HEREBY GIVEN that a special meeting (the "Meeting") of the holders of common shares and
securities convertible into common shares (together, the "Concordia Securityholders") of Concordia Resource
Corp. ("Concordia" or the "Company") will be held at Suite 1100, 355 Burrard Street, Vancouver, B.C., on
November29,2013, at 10 AM(Pacific StandardTime).
At the Meeting, Concordia Securityholders will be asked to consider and, if deemed advisable, to pass, with or
withoutamendment:
1. a special resolution (the "Arrangement Resolution") approving the arrangement (the "Arrangement")
under Part 9, Division 5 ofthe Business Corporations Act (British Columbia) (the "Act") as a result of
which, among other things: (a) the Company will consolidate its common shares on a five (5) to one (I)
basis; and (b) the Company will spin out its interest in its subsidiary Meryllion Resources Corporation
("Meryllion") to its shareholders, all as more particularly described in the Information Circular
accompanying this Notice under the heading "Particulars of Matters to be Acted Upon - The Plan of
Arrangement".
In addition to the Arrangement Resolution, the Company's shareholders (the "Concordia Shareholders") will be
askedto considerand, ifdeemedadvisable, to pass atthe Meeting, with orwithoutamendment:
2. a special resolution (the "HPX TechCo RTO Resolution") authorizing the Company to enter into a
transaction with HPXTechCo Inc. ("HPXTechCo")wherebyitwill acquire certain assets ofHPXTechCo
in exchange for issuing common shares representing 85% ofits issued and outstanding share capital (the
"HPX TechCo RTO"), all as more particularly described in the Information Circular accompanying this
Notice under the heading"ParticularsofMattersto beActedUpon- HPXTechCo RTO".
Concordia Securityholders that are not Concordia Shareholders are not entitled to vote on the HPX TechCo
RTO Resolution, nor are such securityholders provided with dissent rights in respect of the HPX TechCo
RTO.
The boardofdirectors ofConcordiarequests all Concordia Securityholders that will not be attendingthe Meeting in
person to read, date and sign the accompanying proxy and deliver it to Computershare in accordance with the
instructions described in the Information Circular accompanying this Notice under the heading "Appointment and
Revocation ofProxies". IfaConcordia Securityholderdoes not delivera proxyto Computershare Investor Services
Inc. ofCanadaby 10 AM (Pacific StandardTime) on November27,2013 (or before48 hours, excluding Saturdays,
Sundays and holidays before any adjournment ofthe Meeting at which the proxy is to be used) then the Concordia
Securityholderwill notbe entitledto vote at the Meeting by proxy. Only ConcordiaSecurityholders ofrecord at the
closeofbusiness onOctober28,2013 will be entitledtovote atthe Meeting.
Take notice that, pursuant to the interim order ofthe Supreme Court ofBritish Columbia dated October 25, 2013,
registered Concordia Shareholders may deliver a Notice ofDissent with respect to the Arrangement Resolution to
the registered office ofthe Company 48 hours before the time ofthe Meeting. As a result ofdelivering a Notice of
Dissent, a dissenting Concordia Shareholder may require the Company to purchase all its common shares ofthe
Company in respect ofwhich the Notice of Dissent was given at a price equal to the fair value ofsuch shares,
determinedinaccordance withthe Act.
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The Information Circular accompanying this Notice contains the full text ofthe Arrangement Resolution and the
HPX TechCo RTO Resolution, and provides additional information relating to the subject matter ofthe Meeting,
includingthe Arrangementand the HPXTechCo RTO.
DATED atVancouver, BritishColumbiathis 16thday ofOctober,2013.
BYORDEROFTHEBOARD OF DIRECTORS OFCONCORDIARESOURCECORP.
/s/"TerryKrepiakevich"
Terry Krepiakevich
Interim ChiefExecutive OfficerandDirector
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No person is authorized to give any information or to make any representation respecting the transactions
referencedin this Circular and, ifgiven ormade, such information orrepresentation shouldnot be relied upon as
having been authorized. This Circular does not constitute an offer to sell, or a solicitation ofan offerto acquire,
anysecurities, orthesolicitation ofaproxy, byanyperson in anyjurisdiction in which such an offer orsolicitation
is not authorizedor in which theperson makingsuch offerorsolicitation is notqualifiedto do so orto anyperson
to whom it is unlawfidtomakesuchan offerorproxysolicitation.
GLOSSARY OFTERMS
In this Circular, the Schedules hereto and accompanyingNoticeofMeeting, unless there is something in the subject
matterinconsistenttherewith, the following terms shall have the respective meanings setout below, words importing
the singularnumbershall include the plural and vice versa.
"Affiliate" has the meaningattributed to thatterm in the BCAct.
"Applicable Laws" means any applicable laws with respect to any person, including the common law and any
multinational, supranational, domestic or foreign federal, national, state, regional, provincial, territorial, municipal
or local commercial, securities, Tax, personal land use and zoning, sanitizing, occupational health and safety and
real property, security, mining, environmental, water, energy, investment or property ownership laws (whether
statutory, common or otherwise), and any constitution, treaty, convention, ordinance, code, rule, regulation, order,
injunction, judgment, decree, ruling, guideline, policy or other similar requirement enacted, adopted, promulgated,
issued or applied by a Governmental Authority that is binding upon or applicable to such person or the property of
such person, as amended unless expressly specifiedotherwise.
"Appropriate Regulatory Approvals" means those sanctions, rulings, consents, orders, exemptions, permits and
otherapprovals (includingthe lapse, withoutobjection, ofaprescribedtime undera law thatstates thata transaction
may be implemented ifa prescribed time lapses following the giving ofnotice without an objection being made) of
Governmental Authorities, regulatoryagenciesorselfregulatory organizations.
"Argentina MiningCode" means the material miningregulationsofArgentina.
"Arrangement" meansan arrangement undersection288 to 299 ofthe BCActon the terms and conditions set forth
in the Arrangement Agreement and the Plan of Arrangement and any amendment or variation thereto made in
accordance with the terms ofthe Arrangement Agreement, the Plan ofArrangement or made at the direction ofthe
Court in the Final Order.
"Arrangement Agreement" means the arrangement agreement dated October I, 2013 between Concordia and
Meryllion, as may beamended from time to time.
"Arrangement Closing" means the closing ofthe Arrangement following the fulfilment ofall conditions precedent
thereto.
"Arrangement Resolution" means the special resolution of the Concordia Securityholders to approve the
Arrangement inthe form and contentasset outin Schedule"A"to this Circular.
"Australian MiningAct" meansthe MiningAct 1992(NSW).
"BC Act" means the Business Corporations Act (British Columbia), as amended, superseded or replaced from time
to time, priorto the Effective Date.
"Bugeco" means BugecoS.A., acompany incorporated underthe lawsofBelgium.
"Bugeco MOU" means the Joint Venture Memorandum ofUnderstanding between Bugeco and Swala UK dated
effective as ofJune 19,2008, pursuantto which Bugeco and SwalaUKeach holda50% interestin the DRC Assets.
"Bugeco Termination and Release Agreement" means the agreement among Bugeco, Swala and Concordia dated
October 1,2013 providing forthe DRCPropertyPurchase.
"Business Day" means a day which is not a Saturday, Sunday or a day when commercial banks are not open for
business in Vancouver, BritishColumbia.
"Cerro Amarillo Project" means a copper-gold-molybdenum porphyry prospect located in the Province of
Mendoza, Argentina.
"Clancy" meansClancyExploration Limited withregistration number ACN 105 578 756.
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"Circular" means, collectively, the Notice of Meeting and this information circular of Concordia, including all
schedules hereto, sentto ConcordiaSecurityholders inconnectionwiththeMeeting.
"Common Share Consolidation" means the consolidation ofConcordiaShares on afive (5) for one (I) basis to be
madeeffectivepursuantto the Arrangement.
"Company" or"Concordia" means ConcordiaResource Corp., acompany existing underthe laws ofthe Province
ofBritish Columbia.
"Concordia Board" means the boardofdirectorsofConcordia.
"Concordia Amended Options" means the options to purchase New Concordia Common Shares to be issued in
exchange forthe ConcordiaOptionsas pmtoftheArrangement.
"Concordia Convertible Securities" means all outstanding warrants, options or other securities convertible into
ConcordiaShares.
"Concordia Convertible Securityholders" means the registered and beneficial holders ofConcordia Convertible
Securities.
"Concordia Options" means the issued and outstanding options to purchase Concordia Shares at varying exercise
pricesand with varyingexpirydates.
"Concordia Optionholders" means the registered and beneficial holders of Concordia Options on the Share
Exchange Record Date.
"ConcordiaSecurities"meanscollectively, the ConcordiaSharesand ConcordiaConvertible Securities.
"Concordia Securityholders" means the registered and beneficial Concordia Shareholders and the registered and
beneficial ConcordiaConvertible Securities.
"Concordia Shareholders" means the registered holders ofConcordia Shares and "Concordia Shareholder" means
anyoneofthem.
"Concordia Shares" means the common shares in the capital ofConcordia and "Concordia Share" means each
such share.
"Consideration Shares" means the 106,489,000 New Concordia Common Shares to be issued to HPX TechCo
pursuantto the HPXTechCoAssetPurchaseAgreement.
"Court" means the Supreme CourtofBritishColumbia.
"DissentProcedures" means thedissent procedures described undertheheading"DissentRights" in this Circular.
"Dissent Rights" means the rights ofdissent providedto Concordia Shareholders pursuantto the BC Act in respect
ofthe An"angementdescribed in Article4ofthe Plan ofArrangement.
"Dissenting Concordia Shareholder" means a Concordia Shareholder that has exercised a Dissent Right pursuant
to Article 4 ofthe Plan ofArrangement and that is ultimately entitled to be paid the fair value ofthe Concordia
Shares held bysuch ConcordiaShareholder.
"DRC" means the Democratic RepublicofCongo.
"DRC Assets" means, together, the 20% equity interest in Ebende and 30% equity interest in the Kabongo Project
currentlyheld equallyby Bugeco and Swalapursuantto the Bugeco MOU.
"DRC Property Purchase" means the transactions effected pursuant to the Bugeco Release and Tennination
Agreement wherebyConcordiawill issue 1,666,667New ConcordiaCommon Shares andpay Cdn.$750,000 cashto
Bugeco in exchange for Bugecotransferthe DRCAssets to Swala.
"Ebende" means Ebende Resources Limited, a corporation incorporated under the laws of the British Virgin
Islands.
"Ebende Project" means the exploration program targeting nickel-copper and platinum group elements located in
Katanga, south-central DRC.
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"Ebende Rights" means the exploration permits 10390, 10391, 10414,14015,10417,10420,10421,10422, 10424,
10425, 10426, 10427, 10428, 10429, 10430, 10431, 10438all ofwhich have been issued bythe Mining Cadastre of
the DRC(CAMI) to Ebende.
"Ebende Sub" means Ebende Exploration S.P.R.L., a corporation incorporated under the laws ofthe ORe and a
whollyowned subsidiaryofEbende.
"EbendeTechnical Report" means the independentNI 43-10I compliantTechnical Reportdated October 10,2013
and prepared by MSA, concerningthe Ebende Project.
"Effective Date" means the date that is five Business Days after the last of the conditions precedent to the
completion ofthe Arrangement have been satisfied or waived, or such earlier or later date as is agreed to by the
parties.
"Escrow Agent" means ComputershareTrustCompanyofCanada.
"Exchange" means the TSX VentureExchange.
"Fairholme Joint Venture" means the unincorporated joint venture established pursuant to the Fairholme Joint
VentureAgreement in respect ofthe Fairholme Project.
"Fairholme Joint Venture Agreement" means the Joint Venture Agreement- Fairholme Joint Venture between
HPXTechCoand Clancydated May 14,2013,whichestablishedthe FairholmeJoint Venture.
"Fairholme Option Agreement" means the Option Agreement between HPX TechCo and Clancy whereby HPX
TechCo hasarightto earn intothe FairholmeProject.
"Fairholme Project" means the copper-gold project located southeast of Condobolin in New South Wales,
Australia, which cUiTentlyconsists oftwo tenements, FairholmeEL6552 and MannaEL6915 held byClancy.
"Fairholme Project Agreements" means the agreements governing the Fairholme Project as more particularly
described in the HPXTechCoAsset PurchaseAgreement.
"Fairholme Tenements" means exploration licenses 6652 and 6915, each issued and held under the Australian
Mining Actand any renewal, conversion, substitution, consolidation, replacement, extension oramendmentofthose
tenements(orofanypart ofthe areaofthosetenements) includingany mining lease granted from thosetenements.
"Final Order" means the final order ofthe Courtapproving the An-angementas such ordermay be amended bythe
Court at any time priorto the Effective Date or, ifappealed, then, unless such appeal is withdrawn or dismissed, as
affirmed oras amended onappeal.
"Governmental Authorities" means any (i) multinational, federal, provincial, state, regional, municipal, local or
other government, governmental or public department, central bank, court, tribunal, arbitral body, commission,
board, bureau or agency, including securities regulatory authorities, domestic or foreign, (ii) subdivision, agent,
commission, board, or authority ofany ofthe foregoing, or (iii) quasi governmental or private bodyexercising any
regulatory, expropriation or taxing authority under or for the account of any of the foregoing including the
Exchange.
"Haywood" means Haywood Securities Inc.
"Haywood Opinion" means the fairness opinion ofHaywood dated October 1, 2013 delivered to the Concordia
Boardconcerningthe Transactions.
"HPXTechCo" means HPX TechCo Inc., acompanyorganized underthe lawsoftheBritish Virgin Islands.
"HPX TechCo Asset Purchase Agreement" means the asset purchase agreement between the Company and HPX
TechCo dated October I, 2013, whereby the Company agrees to purchase the HPX TechCo Assets from HPX
TechCo in consideration for issuingthe Consideration Sharesto HPXTechCo.
"HPXTechCo Assets" means collectively: i) Cdn.$5,OOO,000 in cash; ii)an 80% interest in the Ebende Project; iii)
HPX TechCo's interest in the Fairholme Option Agreement; iv) the HPX TechCo Loan; and v) the Service
Agreement.
"HPX TechCo Closing Date" means the closing date under the HPX TechCo Asset Purchase Agreement, which
date shall be within ten business days ofthe completion ofthe conditions precedent specified in the HPX TechCo
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Asset Purchase Agreement, and on which the DRC Property Purchase and Arrangement shall have been made
effective, unless Concordiaand HPXTechCoagreeotherwise.
"HPX TechCo Loan" means the Cdn.$5,000,000 unsecured revolving line ofcreditthat HPXTechCo will provide
Concordiapursuantto the HPXTechCoLoan Agreement.
"HPX TechCo Loan Agreement" means the loan agreement between HPX TechCo and Concordia providing for
the HPX TechCoLoan.
"HPX TechCo RTO" means the purchase ofthe HPX TechCo Assets by the Company in exchange for the HPX
TechCo Consideration Shares.
"HPX TechCo RTO Resolution" means the special resolution ofthe Concordia Shareholders to approve the HPX
TechCoRTO in the form and contentassetout in Schedule"B"tothis Circular.
"HPX TechCo Technology Cluster" means HPX TechCo's hardware, software, know-how, and proprietary
systemsthatfacilitate rapid, accurateand deepgeophysical explorationofburiedgeological targets.
"IFRS" means International Financial ReportingStandards.
"Interim Order" means the interim order ofthe Court in respect ofthe Arrangement dated October 25, 2013, a
copyofwhich is attached hereto as Schedule"J".
"Inferred MineralResource" means thatpartofamineral resourceforwhich the quantity and gradeorquality can
be estimated on the basis ofgeological evidence and limited sampling and reasonably assumed, but not verified,
geological and grade continuity. The estimate is based on limited information and sampling gathered through
appropriatetechniques from locations suchas outcrops, trenches, pits, workings and drill holes.
"Kabongo Project" means the Kabongo project is ajoint venture is with Anglo American pic targeting potential
sediment-hosted Cumineralization.
"La Providencia Project" means the Providencia silver-copper prospect located in the municipality ofSusques in
the ProvinceofJujuy, inthe northwestern high plain deserts (Altiplano)region ofArgentina.
"La Providencia Technical Report" means the Technical Report dated October 8, 2013 relating to the La
ProvidenciaProject.
"Material Adverse Effect"means, with respectto any person, any change, event, circumstance, occurrence orstate
offacts which could reasonably be expected to have a material and adverse effect on the business, affairs, capital,
operations, properties, assets, liabilities (absolute, accrued, contingent or otherwise) or condition (financial or
otherwise)ofsuch person, taken collectivelywith itssubsidiaries.
"Meeting" means the special meeting of the Concordia Securityholders (including any adjournment or
postponementofthat meeting) to be called and held onNovember29, 2013 in accordance with the Interim Orderto
considerthe Arrangement Resolution, and othermatters setoutin the Circular.
"Meryllion" means Meryllion Resources Corporation, a wholly owned subsidiary ofConcordia incorporated under
the lawsofBritish Columbia.
"Meryllion Assets" means together, allofthe equityinterestin Meryllion Subandthe Vend-in Cash Amount.
"Meryllion Board"means the boardofdirectors ofMeryllion.
"Meryllion ListingDate" means the datethe Meryllion Sharesare listedfortradingonthe Exchange.
"Meryllion Shares" means common shares in the capital ofMeryllion and "Meryllion Share" means each such
share.
"Meryllion Sub" means Meryllion Minerals Corp., awholly owned subsidiary ofMeryllion incorporated underthe
laws ofBritishColumbia.
"Misrepresentation" has the meaningattributed tothat term intheSecuritiesAct(British Columbia).
"MSA" means The MSAGroup(pty) Ltd., the authors ofthe EbendeTechnical Report.
"NewConcordia" means Concordiaafterthe EffectiveDateofthe Arrangement.
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"New Concordia Common Shares" has the meaningascribed to it in the"Particulars ofOtherMalters to beActed
On- ArrangementMaterials" sectionofthis Circular.
"NoticeofDissent" means a writtenobjectionto the ArrangementbyaregisteredConcordiaShareholder.
"NoticeofMeeting" means the notice to the Concordia Securityholderswhich accompanies this Circular.
"Order" means a cease trade order, an order similar to a cease trade order or an order that denied the relevant
company access to any exemption under securities legislation that was in effect for a period of more than 30
consecutivedays.
"Plan ofArrangement" means the plan ofarrangement substantially in the form and content included in Schedule
"c" attached to this Circular and any amendments or variations thereto made in accordance with section 6.1 ofthe
Arrangement Agreement, section 6.1 ofthe Plan ofArrangement or made at the direction ofthe Court in the Final
Order.
"Record Date" means October28,2013,therecorddate for the Meeting.
"RPA" means RPA Inc., the authors ofthe LaProvidenciaTechnical Report.
"Registrar" has the meaning attributedto thatterm in the BC Act.
"SEC" means theUnited StatesSecurities and ExchangeCommission.
"Securities Legislation" means the Securities Act (British Columbia) and the equivalent law in the other provinces
of Canada and in the United States, and the published instruments and rules of any Governmental Authority
administeringthosestatutes, as well as the rules, regulations, by laws and policiesofthe Exchange.
"Services Agreement" means the Service Agreement between Concordia and HPX TechCo, wherebyHPX TechCo
agrees to providegeological surveyservicesto Concordia.
"Share Exchange Record Date" means December 2, 2013, the date established by Concordia for the purpose of
determining (i) the Concordia Shareholders entitled to receive New Concordia Common Shares, and Meryllion
Shares, and (ii) the Concordia Optionholders that are entitled to receive Concordia Amended Options under the
Arrangement.
"Swala" means Swala Resources Inc., acompanycontinued underthe laws ofBritish Columbia anda whollyowned
subsidiaryofConcordia.
"Swala UK" means Swala(UK) Limited (formerly Swala Resources Pic), a wholly-owned subsidiaryofSwala.
"Tax" or"Taxes" or means all federal, state, provincial, territorial, county, municipal, local orforeign taxes, duties,
imposts, levies, assessments, tariffs and other charges imposed, assessed or collected by a Taxation Authority
including, (i) any gross income, net income, gross receipts, business, royalty, capital, capital gains, goods and
services, value added, severance, stamp, franchise, occupation, premium, capital stock, sales and use, real property,
land transfer, personal property, ad valorem, transfer, licence, profits, windfall profits, environmental, payroll,
employment, employer health, pension plan, anti-dumping, countervail, excise, severance, stamp, occupation, or
premium tax, (ii) all withholdings on amounts paid to Or by the relevant person, (iii) all employment insurance Or
similar such premiums and pension plan contributions Or premiums, (iv) any fine, penalty, interest, or addition to
tax, (v) any tax imposed, assessed, or collected or payable pursuant to any tax-sharing agreement or any other
contractrelating to thesharing or payment ofany suchtax, levy, assessment, tariff, duty, deficiency, or fee, and (vi)
any liability for any oftheforegoing as atransferee, successor, guarantororbycontractoroperationoflaw.
"Tax Act" means the Income Tax Act(Canada), as amendedfrom time to time.
"Taxation Authority" means any Governmental Authorityentitledto impose Taxes Orto administerany applicable
Tax legislation.
"Transactions" means, together, the Arrangement and the HPX TechCo RTO, each as more fully described in the
Circular at"Particulars ofOther Matters to beActedUpon- The Arrangement" and"Particulars ofOther Malters
to beActedUpon- HPXTechCo RTO", respectively.
"Transaction Agreements" means, collectively, the HPX TechCo Asset Purchase Agreement, the Services
Agreement, the HPX TechCo Loan Agreement, the Arrangement Agreement, the Bugeco Termination and Release
Agreement, and Vend-in Agreement.
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