Peter Botz* Vancouver *Law Corporation. profil. Canadian Bar Association

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* Vancouver 604.893.2319 *Law Corporation admission au Barreau et formation Barreau de la Colombie-Britannique - 1990 Barreau de l'alberta - 1986 Queen's University, LLB - 1985 domaines de pratique fiscalité fiscalité des entreprises fiscalité transfrontalière fusions et acquisitions financement des entreprises organismes de bienfaisance, sans but lucratif et exonérés d'impôt taxes de vente et à la consommation industries secteur des aliments et boissons et agroentreprise structure et formation placements exploitation minière pétrole et gaz produits forestiers profil Peter practices primarily in the area of taxation. His tax practice encompasses the full range of tax planning and implementation for corporations and individuals. Peter has significant experience in structuring tax-effective corporate and commercial transactions, including mergers and acquisitions, divestitures, plans of arrangement, spin-off transactions and corporate reorganizations. He plays an integral role in the planning and implementation of securities offerings and other corporate finance transactions. He also advises regularly on the tax aspects of compensation and incentive plans. In the area of international transactions, Peter has worked for many of the firm's clients engaged in international business operations, and he regularly advises on the tax elements of inbound and outbound business transactions and structures. Peter's practice includes a significant element of individual and closely-held business tax planning, including trust and estate tax planning. Peter has made numerous presentations on tax topics, and he has taught the International Transactions course as adjunct professor at the University of British Columbia (Law School). mandats d administrateur et associations professionnelles Canadian Bar Association McMillan S.E.N.C.R.L., s.r.l. avocats Vancouver Calgary Toronto Ottawa Montréal Hong Kong mcmillan.ca 1/5

Canadian Tax Foundation International Bar Association International Fiscal Association Society of Trust and Estate Practitioners Past member, Vancouver Board of Trade Federal Budget Task Force Past member, B.C. Chamber of Commerce Finance and Taxation Committee mandats représentatifs Recent representative transactions as tax counsel include: Acted for Bit Stew Systems in its agreement to be acquired by GE Digital in a deal valued at US$153-million (November 2016). Acted for Northern Dynasty Minerals in its completion of a concurrent registered US offering and Canadian offering of Units (with prospectus), for total proceeds of $17.1 million (June 2016). Acted for Auryn Resources Inc. in its bought deal transaction, of a mix of flow-through and non-flow-through shares, of $15 million proceeds (May 2016) Acted for Plentyoffish Media Inc. ("POF") and its founder in POF's acquisition by The Match.com Group for US$575 million in cash (July 2015) Acted for Tahoe Resources Inc. in a secondary offering of its shares by Goldcorp Inc. for $998 million (June 2015) Acted for Cayden Resources Inc. in its agreement to be acquired by Agnico Eagle Mines Limited for total consideration of approximately C$205 million (November 2014) Acted for West Fraser Timber Co. Ltd. with regard to its US$300 Million Senior Notes Offering (October 2014) Acted for Koppers Inc. in its acquisition of Osmose Holdings, Inc.'s wood preservation and railroad services businesses for $460 million (August 2014) Acted for PNI Digital Media Inc. in its acquisition by Staples Incorporated (July 2014) Acted for Asanko Gold Inc. with regard to its acquisition of PMI gold corporation for $185 million (February 2014) Acted for West Fraser Mills Ltd. with regard to West Frasers acquisition of sawmill and lumber remanufacturing facilities in Edson, Alberta, from Sundance Industries, including crown timber tenure rights (October 2012) Acted for CTF Technologies, Inc. in its acquisition by McMillan S.E.N.C.R.L., s.r.l. avocats Vancouver Calgary Toronto Ottawa Montréal Hong Kong mcmillan.ca 2/5

FleetCor Technologies, Inc. for US$180 million (July 2012) Acted as Canadian tax counsel for Great Canadian Gaming Corporation on the following (July 2012): offering of 6.625 per cent senior unsecured notes with a principal amount of $450 million $100 million substantial issuer bid a tender offer for US$170 million outstanding principal amount of its 7.250% subordinated notes Acted for Century Iron Mines Corporation in its formation of a joint venture with WISCO International Resources Development & Investment Limited regarding Century Iron's Sunny Lake iron property (August 2011) prix et palmarès Listed in Who's Who Legal: Canada 2010 Report on Canada's Leading Business Lawyers (Corporate Tax). charge d enseignement Has taught International Transactions course as adjunct professor at the University of British Columbia (Law School) publications Budget 2017: Timing of Recognition of Gains and Losses on Derivatives Budget 2017: Tax Changes Affecting the Resource Industries Budget 2017: New Rules Governing the Taxation of Segregated Funds Mars 2016 Budget 2016: Debt Parking Rules Expanded to Address Foreign Currency Denominated Debts Mars 2016 Budget 2016: New Rules Governing the Taxation of "Switch Fund" Shares McMillan S.E.N.C.R.L., s.r.l. avocats Vancouver Calgary Toronto Ottawa Montréal Hong Kong mcmillan.ca 3/5

Décembre 2015 New Government's First Round of Tax Changes Introduced in Parliament 23 Novembre 2015 Significant Tax Changes on the Horizon Budget 2014: Significant Tax Changes Affecting the Canadian Resource and Energy Sector Budget 2014: Revisions to the Tax on Split Income (the "Kiddie Tax") Budget 2014: Thin Cap and Withholding Tax Rules Get Tougher Octobre 2013 Hong Kong - Canada Tax Treaty in Force Budget 2013: broadening the application of Canada's thincapitalization rules Budget 2013: international tax compliance Budget 2013: further restrictions on loss trading Budget 2013: deconstructing derivatives capturing "character conversion transactions" McMillan S.E.N.C.R.L., s.r.l. avocats Vancouver Calgary Toronto Ottawa Montréal Hong Kong mcmillan.ca 4/5

Budget 2013: proposed consultation on changes to the income tax rate applicable to trusts and estates McMillan S.E.N.C.R.L., s.r.l. avocats Vancouver Calgary Toronto Ottawa Montréal Hong Kong mcmillan.ca 5/5