Tax

AltaGas Income Trust and Taylor NGL Limited Partnership

Macleod Dixon represented Taylor NGL Limited Partnership in its acquisition by AltaGas Income Trust. As a result of this transaction, AltaGas increased its total assets to $1.9 billion. The total value of this transaction was approximately $590 million.

Advantage Energy Income Fund and Sound Energy Trust Business Combination

Macleod Dixon represented Advantage Energy Income Fund in a plan of arrangement with Sound Energy Trust, which resulted in the business combination of the two trusts. The combined trust, valued at approximately $2.7 billion, will continue to operate under the name of Advantage Energy Income Fund as a conventional oil & gas royalty trust.

International Sale Transaction - Nations Energy

Macleod Dixon advised Nations Energy Company Ltd. on the December 2006 sale of its Kazakhstan petroleum and oil service assets to CITIC Group by way of a plan of arrangement for US$1.9 billion before adjustments. The transaction involved the spin out of the non-Kazakhstan assets of Nations at closing followed by the sale to CITIC of the shares of Nations in a court-approved arrangement transaction.

Trust Merger - Petrofund/Penn West

Macleod Dixon advised Petrofund Energy Trust on the structuring of its June 2006 merger with Penn West Energy Trust pursuant to a plan of arrangement merging the two trusts, which continued under the name Penn West Energy Trust.

The merger of the trusts created the largest oil and gas energy trust in North America with an enterprise value of approximately $11 billion.

Oil Sands Share Acquisition - Total and Deer Creek

Macleod Dixon advised Total SA on the August/September 2005 takeover of Deer Creek Energy Ltd., including the subsequent transaction required to acquire 100 per cent of the issued and outstanding shares of Deer Creek. Deer Creek's principal assets consisted of its interest in the Joslyn Oil Sands Project.

The transaction was valued at approximately $1.6 billion.

Tax Litigation - BJ Services Company Canada

Obtained ground breaking decisions from the Tax Court of Canada confirming that approximately fifty million dollars of expenses incurred by Nowsco in the course of its takeover, including break fees, were fully deductible for income tax purposes, and that related GST input tax credits were properly claimed.

Provident Energy Trust and Samson Canada

Provided tax advice to Provident Energy Trust in connection with its participation with Canetic Resources Trust in the $1 billion acquisition of the Samson Canada oil and gas properties.

Provident Energy Trust and EnCana Corporation

Provided tax advice to Provident Energy Trust in connection with its acquisition of EnCana Corporation's natural gas liquids business for a purchase price of approximately $700 million. The acquired business included interests in an interconnected set of NGL extraction, transportation, storage, fractionation and distribution facilities with a throughput of approximately 25,000 barrels per day of ethane and approximately 13,500 per day of propane plus.

Also included in the acquisition was the NGL marketing company, Kinetic Resources.

Oil Sands Dispositions

Assisted Talisman Energy Inc. with the structuring and completion of a competitive auction process to dispose of certain oil sands assets in Athabasca, Alberta.

Murphy Oil Canada/Rosetta

Provided tax and structuring advice to Rosetta Exploration Inc. in connection with its acquisition of MACH Resources Ltd. and reverse takeover by Murphy Oil Canada.

Macleod Dixon further advised on a subsequent internal reorganization of the combined entity under the new name of Berkana Energy Inc.

Cyries Energy Inc.

Advised Cyries Energy Inc. in its corporate acquisition of Devlan Exploration Inc. and the spin-off of a new junior exploration company, Dual Exploration Inc.

Trusts and Partnerships

In recent years, we have advised many trusts and partnerships from their IPO or conversion through acquisitions, financings, dispositions and reorganizations: including Provident Energy, Superior Propane, Keyera Energy, Trimac Transportation Services, Taylor NGL Limited Partnership, Bonnett's Energy Services and Viking Energy.

Acquisition of Profico Energy Management by Focus Energy Trust

Macleod Dixon advised Focus Energy Trust on its June 2006 $1.2 billion acquisition of Profico Energy Management Ltd. and the distribution by Profico of the shares of a new junior exploration company, Spur Resources Inc.

The acquisition was implemented pursuant to a plan of arrangement and involved the issuance of cash, units of Focus Energy Trust and exchangeable partnership units of Focus Limited Partnership to the former Profico shareholders.

Trust Merger - Harvest and Viking

Macleod Dixon advised Viking Energy Royalty Trust on the structuring of its February 2006 reorganization and merger with Harvest Energy Trust pursuant to a plan of arrangement.

At the time of the merger, the combined entity, known as Harvest Energy Trust, was one of Canada's largest conventional oil and natural gas trusts.

Oil Sands Sector

We have provided innovative tax planning advice to the expanding oil sands sector including OPTI Canada Inc., Western Oil Sands, UTS Energy Corporation and North American Oil Sands.

Oil Sands Development & Financing - OPTI Canada Inc.

Macleod Dixon has advised OPTI Canada Inc. from its inception through to its current status as a multi-billion dollar entity in the oil sands sector.

Our tax advice has been sought through the extensive financings completed by OPTI (including a $701 million private placement, $301 million initial public offering, several flow-though share offerings, and most recently a US$1.0 billion offering of senior secured notes public financing in the United States and a concurrent $500 million revolving credit facility).

In addition we have provided tax advice on various aspects of the development of its integrated oil sands project, the Long Lake Project, a 50/50 joint venture with Nexen Inc.