Davies

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• Acted for KGHM Polska Miedz S.A., one of Poland's leading companies and Europe's largest copper miner, in its $2.87-billion acquisition of Quadra FNX Mining Ltd.

• Acted for Toromont Industries Ltd. in connection with the spin-off of its $1.1-billion natural gas compression business, Enerflex Ltd., to Toromont's shareholders, which is one of the largest demerger transactions completed in Canada in the last ten years.

• Acted for Minmetals Resources Limited in its $1.33-billion offer to acquire the outstanding shares of Anvil Mining Limited, a Canadian company headquartered in Perth, Australia, with mining operations in the Democratic Republic of Congo.

• Acting for Agnico-Eagle Mines Limited in the proposed acquisition of Grayd Resource Corp. for $275 million.

• Acted for the Special Committee of MOSAID Technologies Incorporated in connection with its successful defense of an unsolicited takeover bid by Wi-LAN Inc. and the resulting "white knight" agreement with Sterling Partners to acquire MOSAID by way of a plan of arrangement for approximately $590 million.

• Acted for the management of Husky Injection Molding Systems Ltd. in connection with their participation in the acquisition of Husky by Berkshire Partners and OMERS Private Equity for $2.1 billion.

• Acted for Holiday Canada ULC and funds managed by Fortress Investment Group in connection with the refinancing of $620 million of indebtedness on real estate assets.

• Acting for a syndicate of underwriters led by Canaccord Genuity and National Bank Financial in connection with an initial public offering of HealthLease Properties Real Estate Investment Trust.

• Acting for Hebei Iron & Steel Group Co., Ltd. in connection with its proposed strategic investment in Alderon Iron Ore Corp. and its Kami iron ore project in an aggregate amount of $194 million.

• Acted as Canadian counsel for a syndicate of underwriters led by Bank of America Merrill Lynch in connection with a US$80-million cross-border follow-on public offering of common shares of YM BioSciences Inc.

• Acted for Fulcrum Capital Partners Inc. in its acquisition of the Canadian private equity fund management and mezzanine debt business of HSBC Capital (Canada) Inc.

• Acted for Paymentus Corporation, a leading electronic bill payment, presentment and customer communication technology and services company, in connection with an equity investment by Accel-KKR, a technology-focused private equity investment firm.

• Acted as Canadian counsel for Triton Partners, a European based private equity firm, in connection with its US$527-million acquisition of DYWIDAG-Systems International GmbH, a Germany based manufacturer and supplier of building supplies.

• Acted for Fortis Inc. in its $341-million bought deal public offering of common shares.

• Acted for Enerflex Ltd. in establishing $465.5 million of financing comprised of a revolving credit facility and multiple bi-lateral letter of credit facilities with a syndicate of banks and the issuance of an aggregate of $90.5 million of unsecured notes in a private placement to institutional investors.

• Acted for Xplornet Communications Inc. (formerly Barrett Xplore Inc.) in connection with the private offering of $230 million of securities, one of the largest Canadian financing telecom projects to be announced in 2011.

• Acted for a syndicate of underwriters co-led by Scotia Capital Inc. and RBC Dominion Securities Inc. in a $200-million public offering of Non-cumulative Rate Reset shares of Manulife Financial Corporation.

• Acted for InnVest Real Estate Investment Trust in connection with a public offering of $50 million aggregate principal amount of stapled convertible unsecured subordinated debentures due March 30, 2018 and 3,600,000 stapled units of approximately $25 million. This is the first stapled debenture offering in Canada.

• Acted for Jaguar Mining Inc. in a 144A private placement of US$103.5 million aggregate principal amount of senior convertible notes due 2016.

• Acted for Vocera Communications, Inc. in its acquisition of Wallace Wireless Inc., a developer of software solutions.

• Acted for Callisto Capital LP and CBI Health Group in connection with the acquisition of CBI from Callisto by OMERS Private Equity.

• Acted for the syndicate of underwriters led by BMO Capital Markets in connection with a $31.5-million offering of convertible unsecured subordinated debentures by Mood Media Corporation (formerly Fluid Music Canada, Inc.).

• Acted for InnVest Real Estate Investment Trust in its public offering of $75 million aggregate principal amount of 6.00% convertible unsecured subordinated debentures due September 30, 2017.

• Acted for Fronteer Gold Inc. in its $281-million acquisition of AuEx Ventures Inc. by way of a plan of arrangement, including a "spin-off" of AuEx's exploration properties into a new publicly traded vehicle.

• Acted as Canadian counsel for the initial purchasers, BofA Merrill Lynch and Credit Suisse Securities (USA) LLC, in a US$255-million private placement of senior secured notes due 2018 issued by Tembec Industries Inc., a wholly-owned subsidiary of Tembec Inc.

• Acted for a syndicate of underwriters co-led by CIBC World Markets Inc. and TD Securities Inc. with respect to a bought deal offering of units of Crombie Real Estate Investment Trust.

• Acted for Xstrata Canada Corporation in its proposed acquisition of Noranda Income Fund.

• Acted for Canpages Inc., a local search and directories publisher in Canada, in an acquisition by Yellow Media Inc. from an investor group led by private equity firm HM Capital Partners, in a deal valued at $225 million.

• Acted for Fortis Inc. in its $250-million bought deal public offering of cumulative redeemable five-year rate reset first preference shares.

• Acted as Canadian counsel for U.S.-based private equity firm, Kinderhook Industries LLC, in its acquisition of International Absorbents Inc.

• Acted for a syndicate of underwriters co-led by CIBC World Markets Inc. and TD Securities Inc. in connection with a $45-million bought deal offering of convertible unsecured subordinated debentures of Crombie Real Estate Investment Trust.

• Acted for Actuate Corporation in its acquisition of Xenos Group Inc., a TSX listed enterprise software company.

• Acted as Canadian counsel to ING Groep N.V. in the transfer of a portion of the business of the Canadian branch of its subsidiary, ReliaStar Life Insurance Company, to Reinsurance Group of America, Incorporated.

• Acted for Toromont Industries Ltd. in its successful cash and share unsolicited takeover bid to acquire Enerflex Systems Income Fund, resulting in a $684-million supported transaction, and also acted for Toromont in establishing an unsecured $450-million term credit facility with a syndicate of banks to finance the acquisition.

• Acted as Canadian counsel for JP Morgan Securities Inc. in a US$236-million private placement of senior secured second-priority notes due 2016 issued by Lions Gate Entertainment Inc., a wholly-owned subsidiary of Lions Gate Entertainment Corp.

• Acted for Barzel Industries Canada Inc. (formerly Novamerican Steel) in its cross-border restructuring proceedings involving independent proceedings under the Companies' Creditors Arrangement Act run in parallel concert with U.S. Chapter 11 proceedings for the U.S. parent company and U.S. subsidiaries and implementing a cross-border "stalking horse" sale agreement, cross-border bidding and auction process and closing of such sale within 65 days of the initial filing.

• Acted as Canadian counsel to Banc of America Securities LLC and Citigroup Global Markets Inc. in a US$450-million offering by Pacific Rubiales Energy Corp. of 8.75% senior notes due 2016 concurrently in the U.S. and Canada.

• Acted for InnVest Real Estate Investment Trust in connection with a $50-million bought deal issuance of units.

• Acted for Onex Corporation and Celestica Inc. in the $113.3-million sale by Onex and certain of its affiliates of 11 million Celestica subordinate voting shares to a syndicate of underwriters led by CIBC World Markets Inc.

• Acted for Glencore Finance (Bermuda) Limited in connection with a US$250-million backstopped rights offering by Katanga Mining Limited, qualified by way of a short form prospectus filed in each of the provinces and territories of Canada.

• Acted for a syndicate of underwriters co-led by CIBC World Markets Inc. and TD Securities Inc. in connection with an $85-million bought deal offering of 6.25% convertible unsecured subordinated debentures of Crombie Real Estate Investment Trust.

• Acted for Jaguar Mining Inc. in a 144A private placement of US$165 million aggregate principal amount of senior convertible notes due 2014.

• Acted for WatchGuard Technologies, Inc. in its acquisition of the assets of BorderWare Technologies Inc. from a court-appointed receiver.

• Acted for a syndicate of underwriters co-led by CIBC World Markets Inc. and TD Securities Inc. in a $36.9-million bought deal public offering of trust units of Crombie Real Estate Investment Trust.

• Acted for Fortis Inc. in its public offering of $200 million principal amount of 6.51% senior unsecured debentures.

• Acted for Barrick Gold Corporation in its acquisition of Teck Cominco Limited's 50% interest in the David Bell and Williams gold mines for a purchase price of $65 million.

• Acted for Barrick Gold Corporation on its US$750-million underwritten public offering of 6.95% notes due 2019 made in the United States pursuant to the Multi-jurisdictional Disclosure System and led by Morgan Stanley & Co. Incorporated, J.P. Morgan Securities Inc. and Citigroup Global Markets Inc.

• Acted for Detour Gold Corporation in its acquisition of its controlling public company shareholder, PDX Resources Inc., through a three-cornered amalgamation for share consideration valued at $209 million.

• Acted as Canadian counsel to Glencore Finance (Bermuda) Limited, a subsidiary of Glencore International AG, which was a lender and underwriter in a US$265.3-million mandatorily convertible loan facility for Kamoto Copper Company SARL, a subsidiary of Katanga Mining Limited.

• Acted for Canadian Storage Partners, ULC, a member of the TKG-StorageMart group of companies, in connection with its acquisition of InStorage REIT in a deal valued at $416 million. InStorage REIT owns and operates 57 self-storage facilities in Ontario, Québec, Alberta and Saskatchewan and is a joint-venture partner with respect to four additional self-storage facilities. The acquisition required the consent of lenders holding in excess of $275 million of loans.

• Acted for Toyota Boshoku America, Inc. in connection with its acquisition of the Trim Masters operations in Ontario from Johnson Controls, Inc.

• Acted for a syndicate of underwriters co-led by CIBC World Markets Inc. and TD Securities Inc. in a $93-million bought deal public offering of subscription receipts and 7.0% extendible convertible unsecured subordinated debentures of Crombie Real Estate Investment Trust. The net proceeds from the offering were used by Crombie to satisfy a portion of the purchase price of its acquisition of a portfolio of 61 retail properties from subsidiaries of Empire Company Limited.

• Acted for Fortis Inc. in its $300-million bought deal public offering of common shares.

• Acted for a syndicate of agents led by BMO Nesbitt Burns Inc. in two separate offerings in 2008 by 407 International Inc. of senior and subordinated medium term notes (issued in two series) in the aggregate principal amount of $550 million.

• Acted for MI Developments Inc. in a divestment and spin-off of ownership position in Magna Entertainment to MI Developments shareholders.

• Acted for Callisto Capital LP and the other selling shareholders in the sale of Maxxam Analytics International Corporation to OMERS Capital Partners.

• Acted for a syndicate of agents co-led by RBC Dominion Securities Inc. and TD Securities Inc. in an offering by Manulife Financial Corporation of $950 million aggregate principal amount of medium term notes.

• Acted for Fortis Inc. in its $230-million bought deal public offering of Series G fixed reset first preference shares.

• Acted for Schlumberger Limited, a multinational oilfield services provider, in connection with the acquisition of contract driller Saxon Energy Services Inc. by way of a plan of arrangement valued at $706 million, including Schlumberger's arrangements with its joint acquirer, private equity fund First Reserve Corporation.

• Acted for OPSEU Pension Trust Fund in connection with its acquisition of seven regional shopping centres in southwestern Ontario, together with approximately 350 acres of development lands in the Greater Toronto Area, from affiliates of Forecast Inc.

• Acted for Global Alumina Corporation in connection with the formation of a joint venture with BHP Billiton, Dubai Aluminium Company and Mudabala Development Company for the development of an alumina mining and refinery project in the Republic of Guinea.

• Acted for a syndicate of underwriters led by RBC Dominion Securities Inc. and TD Securities Inc. in connection with an offering of convertible debentures by Newport Partners Income Fund.

• Acted for EdgeStone Capital Partners in the formation of EdgeStone Capital Energy Fund, L.P., a private equity fund focused on small and mid-sized energy companies based in Western Canada.

• Acted as Canadian counsel for BMO Nesbitt Burns Inc. and a syndicate of underwriters in the proposed cross-border initial public offering of Photowatt Technologies Inc., a manufacturer and retailer of solar cells and modules.

• Acted for Barzel Industries Inc. (formerly Symmetry Holdings Inc.) in its acquisition of Novamerican Steel Inc. for a purchase price of US$585 million. This transaction was only the second time that a US special purpose acquisition company ("SPAC") acquired a US public company.

• Acted for private equity fund EdgeStone Capital Equity Fund III, L.P. in its acquisition and subsequent divestiture of an equity interest in Motion Picture Distribution LP, the former motion picture distribution arm of Alliance Atlantis Communications Inc.

• Acted for private equity fund EdgeStone Capital Equity Fund III, LP in its $70-million negotiated takeover bid for Stephenson's Rental Services Income Fund.

• Acted for Callisto Capital LP in the sale of its interest in Dynacare Kasper Medical Laboratories to Borealis Infrastructure Management Inc.

• Acted for Khan Resources Inc. in its $30-million underwritten public offering of common shares.

• Acted as Canadian counsel for Vista Equity Partners, a San Francisco private equity firm, in the US$240-million acquisition of Indus International Inc.

• Acted as Canadian counsel for private equity funds managed by affiliates of Fortress Investment Group LLC in their acquisition of substantially all of the North American operations and facilities of Holiday Retirement Corp., involving 299 seniors' living communities totalling over 35,000 living units, including 34 communities across Canada.

• Acted as Canadian counsel for private equity funds managed by affiliates of Fortress Investment Group LLC in their acquisition of RailAmerica Inc. in an all-cash transaction valued at US$1.1 billion.

• Acted for Vishay Intertechnology Inc. in its acquisition of the Power Control Systems ("PCS") business from International Rectifier in a transaction valued at approximately US$290 million.

• Acted for BCE Inc. in the sale of its subsidiary Telesat Canada to Public Sector Pension Investment Board and Loral Space & Communications Inc. in a transaction valued at $3.42 billion.

• Acted for BMO Nesbitt Burns Inc. and a syndicate of lenders in connection with its $756-million financing of the Canaport liquefied natural gas (LNG) receiving and regasification terminal in New Brunswick. The facility is the first LNG regasification plant in Canada.

• Acted for Gallop Logistics Corporation in an acquisition by Greatwide Logistics Services, Inc.

• Acted for Barrick Gold Corporation in its pre-bid agreement with Goldcorp Inc. to dispose of certain assets acquired by Barrick in its takeover bid for Placer Dome Inc. and in the subsequent disposition of US$1.6 billion of assets to Goldcorp.

• Acted for a syndicate of agents co-led by Scotia Capital Inc. and RBC Dominion Securities Inc. in a $1.2 billion offering of senior and subordinate debentures of Manulife Finance (Delaware) LP, an indirect subsidiary of Manulife Financial Corporation. The offering of subordinated debentures was the first innovative Tier 2b capital offering in Canada.

• Acted for Roman Corporation with respect to an application under the Companies' Creditors Arrangement Act for protection in January 2006. Following the application, the assets were sold to Forest Resources LLC.

• Acted for RBC Dominion Securities Inc., TD Securities Inc. and the underwriting syndicate in the $133-million initial public offering by Gluskin Sheff + Associates Inc. by way of secondary offering.

• Acted for a syndicate of agents led by RBC Dominion Securities Inc. and CIBC World Markets Inc. in the $180.7 million public offering of units of Diversified Preferred Share Trust.

• Acted for Lifestyle Brands Ltd. in its sale of trademarks and related intellectual property to Collective Licensing International, LLC.

• Acted for EdgeStone Capital Partners in the formation of EdgeStone Capital Equity Fund III, an $800-million private equity fund.

• Acted for Barrick Gold Corporation in its successful unsolicited US$10.4-billion takeover bid for Placer Dome Inc. resulting in a negotiated transaction to create the world's largest gold mining company. At the time of announcement, this was the largest unsolicited takeover bid made in Canada and it is the largest acquisition transaction ever completed in the gold industry.