Securities

Crescent Point $125 Million in Trust Units

Macleod Dixon acted in Crescent Point Energy Trust's equity offering of 5,155,000 trust units at $24.25 per trust unit for aggregate gross proceeds of $125 million.

BRC Diamond Corporation and Diamond Core Resources Limited Complete Business Combination

Macleod Dixon represented BRC Diamond Corporation, a TSX Venture Exchange-listed Toronto-based diamond exploration company active in the Democratic Republic of Congo, as it acquired all of the outstanding shares of Diamond Core Resources Limited, a South African diamond exploration company listed on the JSE Limited in Johannesburg.

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.

Kazakhmys PLC Completes C$288 Million Take-Over of Eurasia Gold Inc.

On September 10, 2007, Kazakhmys Gold Inc., an indirect wholly-owned subsidiary of Kazakhmys PLC, completed its C$288 million acquisition of Eurasia Gold Inc. by way of a take-over bid and subsequent compulsory acquisition. The compulsory acquisition followed a successful unsupported bid on May 15, 2007 for all of Eurasia’s ordinary shares at a price of $0.85 in cash per share, which was accepted by Eurasia shareholders representing 96.34% of the shares.

Kazakhmys PLC is the largest copper producer in Kazakhstan and one of the leading copper producers in the world. The Kazakhmys Group produces significant volumes of other metals as by-products, including zinc, silver and gold. Existing operations include 20 open pit and underground mines, 9 concentrators, 2 copper smelting and refining complexes, a copper rod plant, a zinc plant and a precious metals refinery. The acquisition of Eurasia is in line with the Group’s strategic aim to diversify and participate in the development of the significant natural resource opportunities in Central Asia. Eurasia is engaged in the exploration, development and production of gold and other minerals, owning gold properties in Kazakhstan and Kyrgyzstan and a silver deposit in Tajikistan.

Macleod Dixon represented Eurasia and its majority shareholders with a Canadian team that included Richard Lachcik and John Carron and a  Kazakhstan team that included Yerzhan Kumarov and Zhibek Aidymbekova.

Macleod Dixon Represents Western Oil Sands in Acquisition by Marathon Oil Corporation

On October 18, 2007, Western Oil Sands announced that Marathon Oil Corporation had completed its acquisition of all of Western's outstanding common shares for cash consideration of $3.8 billion and the issuance of shares of Marathon common stock and exchangeable shares aggregating to 34.3 million shares. The total transaction value was approximately $6.6 billion. In addition, Western distributed shares and warrants of a new company, WesternZagros Resources Ltd. to its existing shareholders. WesternZagros holds Western's former assets and operations in the Federal Region of Kurdistan.

Western Oil Sands has been represented by Macleod Dixon LLP since its inception.

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.

EnCana Completes US$500 Million Debt Offering

On August 13, 2007, EnCana Corporation completed a public offering in the U.S. of US$500 million Notes with a coupon rate of 6.625% due August 15, 2037. The offering was led by joint book-running managers Banc of America Securities LLC and Merrill Lynch & Co. and was completed under a previously filed US$2 billion shelf prospectus dated September 22, 2006.

Canadian Pacific Railway's $450 Million Debt Offering

On May 8, 2007, Canadian Pacific Railway Company completed an offering of US$450,000,000 of 5.950% Notes due 2037. The Notes were offered under a previously filed US$1,500,000,000 shelf prospectus dated May 1, 2007. The underwriters for the offering, led by joint book-running managers Morgan Stanley and RBC Capital Markets, included ABN AMRO Incorporated, Banc of America Securities LLC, BMO Capital Markets, CIBC World Markets, JPMorgan, NBF Securities (USA), Scotia Capital, TD Securities and Wachovia Securities.
 
Canadian Pacific Railway Company was represented in house by Don Barnhardt and was assisted in Canada by Macleod Dixon LLP with a team that included Kevin Johnson, Don Tse, Karen Uehara and Justin Pettigrew and in the United States by Paul, Weiss, Rifkind, Wharton & Garrison LLP with a team that included Andrew Foley and Jane Danek. The underwriters were represented by Christopher Cummings and Lawrence Taylor of Shearman & Sterling LLP.

Nations Energy Sale of Kazakhstan Oil Assets to CITIC Group of Beijing

Macleod Dixon acted for Nations Energy Company Ltd. in connection with the sale of its Kazakhstan oil assets to CITIC Group of Beijing for approximately US$1.9 billion.

Paramount Resources Ltd.

Acted for Paramount Resources Ltd. in the spinout of its northern Canadian exploratory assets into MGM Energy Corp.

African Copper

Acted for African Copper plc, a company listed on the Toronto Stock Exchange and the AIM market of the London Stock Exchange, on a $120 million public offering of subscription receipts and ordinary shares in Canada, the United States and Europe.

Harvest Energy Trust

Represented a syndicate of underwriters in connection with a $638 million offering of trust units and convertible unsecured subordinated debentures of Harvest Energy Trust.

Deer Creek Energy

Macleod Dixon acted on behalf of Deer Creek Energy Ltd. in the fair value proceedings in the Court of Queen's Bench of Alberta relating to the $1.7 billion acquisition of Deer Creek by Total E&P Canada Ltd., which occurred in 2005.

Talisman Energy Sales of Interests

Macleod Dixon acted for Talisman Energy Inc. in the sales of its Canadian oils sands interests, including its indirect interest in Syncrude to Canadian Oil Sands Ltd. for approximately $475 million and a royalty on an undeveloped lease to Suncor Energy Inc. for $107.5 million.

Largest Fully-paid Equity Offering by a Canadian Oilfield Services Company

Macleod Dixon represented a syndicate of underwriters in connection with a $307 million treasury and secondary offering of common shares of Flint Energy Services Ltd.

The offering is the largest fully-paid equity offering by a Canadian oilfield services company.

$600US Million Notes Offering

Acted for Talisman Energy Inc. in a US$600 million notes offering in the United States.

OPTI Canada Debt Financings

Macleod Dixon represented OPTI Canada in debt financings in the United States and Canada comprised of US$1.0 billion of 8 ¼% senior secured notes, rated B1/BB, which are due 2014 and a CDN$500 million revolving credit facility.

OPTI is a Calgary, Alberta-based company focused on developing an integrated oil sands project in Canada, the Long Lake Project, in a 50/50 joint venture with Nexen Inc. The first phase of the Project consists of 72,000 barrels per day of SAGD (steam assisted gravity drainage) oil production integrated with an OPTI-operated upgrading facility, using OPTI’s proprietary OrCrude™ process and commercially available hydrocracking and gasification.