The firm represented Haywood Securities Inc. and BMO Capital Markets in a $50 million bought deal financing. A total of 1,800,000 common shares of Altius were sold by way of a short form prospectus offering raising gross proceeds of $50,400,000. Proceeds from the offering are being used by Altius to fund its acquisition of additional treasury shares of Newfoundland and Labrador Refining Corporation, a private company which is evaluating the construction of a 300,000 barrel per day oil refinery in Southeastern Newfoundland and Labrador. The offering closed on November 13, 2007.

We regularly represent the Business Development Bank of Canada in both venture capital fund and subordinated debt investments. Recent transactions have included a venture investment in VG Mezzanine I Limited Partnership, a $40 million mezzanine fund sponsored by VenGrowth, and subordinated debt investments in Teal Cedar Products Ltd., a British Columbia based forestry company, Transwest Helicopters Ltd., a helicopter service, parts and maintenance company and Valley Comfort Systems Inc., a manufacturer of fireplace inserts.

The firm represented Haywood Securities Inc. in connection with a $65 million private placement of debt and equity of CGA Mining Limited. A total of 48,200,000 ordinary shares of CGA were placed raising proceeds of Cdn$40,000,000, and 25,000 units were issued raising US$25,000,000. Each of the units was comprised of one 12% senior unsecured promissory note and a warrant entitling the purchase of one additional ordinary share of CGA for a period of 36 months. The proceeds from the offering, in combination with a US$65 million senior debt facility, will be used to fund the construction of CGA's Masbate Gold Mine in the Philippines. The ordinary shares of CGA are listed for trading on the Toronto Stock Exchange and the Australian Securities Exchange. The financing closed on November 22, 2007.

The firm represented three of the participants in the buying consortium led by CAI Capital Partners in the $3.5 billion purchase of CCS Income Trust. This public to private management buy-out transaction was one of the largest to date in Canada. CCS Income Trust and affiliates is an integrated energy and environmental services company based in Calgary. Its services include drilling services, disposal of oil by-products, environmental remediation and recovery and marketing of crude oil.

The firm represented First Majestic Silver Corp. in connection with a public offering for gross proceeds of $45,475,000 which closed March 25, 2008. The financing was underwritten by a syndicate led by CIBC World Markets Inc. The financing was structured as a sale of units comprised of common shares and warrants issued pursuant to a short form prospectus. First Majestic is a silver company focused in Mexico with several active mines. The shares of First Majestic are listed on the Toronto Stock Exchange.

A consortium led by Brookfield Asset Management Inc., and including Canada Pension Plan Investment Board, British Columbia Investment Management Corp("bcIMC"). and another institutional investor, acquired HQI Transelec Chile S.A., the largest electricity transmission company in Chile, from Hydro-Quebec International Inc. for US$1.55 billion following an auction process led by UBS Warburg. The deal closed on June 30, 2006. The consortium also acquired the remaining 8% of Transelec in a separate but contemporaneous transaction. Part of the purchase price was financed by way of new credit facilities provided by HSBC Bank and Scotiabank. McCullough O'Connor Irwin LLP represented bcIMC in the transaction.

The firm represented a syndicate of underwriters co-led by National Bank Financial Inc. and Cormark Securities Inc. in connection with a $53.5 million bought deal private placement financing. The financing consisted of flow-through and non flow-through common shares raising an aggregate of $53,924,023. Kodiak is a mineral exploration company with projects focused on gold, base metals and uranium in Canada. Its principal property is the Hercules Gold Project located in Northwestern Ontario. The shares of Kodiak are listed for trading on the TSX Venture Exchange.

The firm represented a syndicate of underwriters led by Raymond James Ltd. and including Haywood Securities Inc., Canaccord Capital Corporation, Dundee Securities Corporation and Octagon Capital Corporation in connection with the $20 million financing of Lake Shore Gold Corp. The bought deal financing, which closed on February 13, 2006, resulted in the issuance of flow-through and non flow-through common shares of Lake Shore Gold through a short form prospectus offering. Lake Shore Gold is a mineral exploration company which holds interests in a number of mineral properties in Ontario and Quebec. The shares of Lake Shore Gold are listed for trading on The Toronto Stock Exchange.

We represented Ledcor Mining Ltd. in the negotiation of a joint venture agreement with Taseko Mines Ltd. for the commissioning and operation of the Gibraltar copper mine, located near Williams Lake in south central British Columbia. Under the joint venture, Ledcor carries out on-site operations as Operator and provides lease financing for equipment valued at US $18.3 million, while Taseko contributed the property interests and is responsible for concentrate sales. The Gibraltar mine resumed operations in October, 2004 at a rate of 35,000 tonnes per day.

The firm represented Ledcor Power Group Inc. in the sale of a majority interest in Ledcor's 18 run-of-river hydroelectric power projects in British Columbia to Innergex Renewable Energy Inc., and the negotiation of shareholders' and limited partnership agreements for the joint development of the projects. As a result of the transaction, Ledcor retains a 33.3% equity interest in the venture and Innergex owns the balance and acts as operator of the projects. These clean power projects represent a potential installed capacity of more than 200 MW and could produce over 1,000 GW-hr of clean energy for British Columbia.

The firm represented Lero Gold Corporation in connection with its $66 million private placement of shares sold through Canaccord Adams Limited. A total of 77,647,058 shares of Lero were sold to institutional and other eligible investors on a private placement basis. The net proceeds from the offering were used by Lero to fund a US$25 million loan to European Minerals Corporation, a transaction in which MOI also represented Lero. The common shares of Lero are listed for trading on the TSX Venture Exchange.

The firm represented Lundin Mining Corporation in its merger with EuroZinc Mining Corporation. Pursuant to the transaction, Lundin Mining acquired all of the issued and outstanding shares of EuroZinc in exchange for approximately 54,735,000 Lundin Mining shares. Upon completion of the transaction, the market capitalization of the merged entity was in excess of $3.8 billion. The new company has a total of 1,500 employees and operates four profitable mines in Sweden, Portugal and Ireland. Its shares trade on the Toronto Stock Exchange (where it is a member of the S&P/TSX 60 Index), the American Stock Exchange and the Stockholm Stock Exchange (O-List).

The firm represented Ostara Nutrient Recovery Technologies Inc. in connection with a US$10.5 million private equity financing which closed September 25, 2008. The financing was led by VantagePoint Venture Partners, a Silicon Valley private equity firm. Also participating in the financing was Foursome Investments Limited, a UK based private equity firm. Ostara is a developer and marketer of proprietary technologies for the recovery of resources from wastewater which can be recycled into valuable products.

The firm represented Pearl Exploration and Production Ltd. in its acquisition of all of the issued and outstanding shares of Atlas Energy Ltd. in exchange for approximately 55,672,000 Pearl shares. Following the transaction, the enterprise value of Pearl was approximately $678 million and it had a market capitalization of approximately $705 million. Pearl is a TSX Venture Exchange listed company with a portfolio of oil and gas projects throughout North America.

The firm also represented Pearl in its concurrent $111 million brokered private placement of common shares, subscription receipts and flow through subscription receipts. The financing completed on November 11, 2006 and the subscription receipts were exchanged for common shares on the completion of the Atlas acquisition.

We represented one of the participants in the buying consortium led by Macquarie Infrastructure Partners in the pending US $7.4 billion purchase of Puget Energy Inc., a public to private buy-out transaction. Puget Energy Inc. is a regulated utility providing electric and natural gas service to residents of the Puget Sound region of Washington State.

We acted as principal counsel to the Fund and its general partner in the formation of Second City Capital Partners I, Limited Partnership, a US$100 million private equity fund which provides equity and mezzanine capital for companies in a broad range of industries to support buyouts, acquisitions, recapitalizations and organic growth. Each of the Fund and the general partner is a limited partnership organized under the laws of Delaware. Second City Capital Partners is headquartered in Vancouver, and has offices in Denver and Los Angeles.

CAI Capital Partners and Co. III, LP, together with its related entities ("CAI"), British Columbia Investment Management Corporation ("bcIMC") and members of management, acquired Terasen Water and Utility Services from Terasen Inc., a wholly-owned subsidiary of Kinder Morgan Inc., in May 2006. The utility, which has been renamed Corix, is a leading utility infrastructure product and service provider headquarted in Vancouver, BC. With over 900 employees and more than 65 years of experience, Corix has a successful track record of providing cost-effective, safe and efficient utility infrastructure solutions for municipalities, resort communities, institutions, builders, developers and water and energy utilities in Canada and the United States. McCullough O'Connor Irwin LLP represented bcIMC in the acquisition.

M^cCullough O'Connor Irwin LLP was engaged by the Alberta Stock Exchange and the Vancouver Stock Exchange to draft the Corporate Finance Policy Manual of the Canadian Venture Exchange (now the TSX Venture Exchange) which was formed upon the November 1999 merger of the ASE and the VSE. The firm assisted senior staff of the Exchanges to formulate and draft the policies which would apply to issuers listed on the new national venture exchange. Lawyers at the firm participated in the drafting of each of the corporate finance policies of the Exchange, from listing requirements through financing procedures and prescribed Exchange forms.

The firm represents Transeuro Energy Corp. and acted for it in connection with a US$15 million secured bond financing sold through Pareto Securities ASA of Oslo, Norway. Transeuro issued 150 bonds, each with a face value of US$100,000, carrying an interest rate of 12% per annum. The bonds were secured by the common shares of Transeuro's wholly-owned subsidiary, Mattson Holdings Ltd., which owns all of Transeuro's rights in its Beaver River Project in Northern British Columbia. Each bondholder was issued 50,000 purchase warrants, which have been listed for trading on the Oslo Axess Market in Norway. The financing closed on November 14, 2007.

M^cCullough O'Connor Irwin LLP represented a group of Canadian institutional investors including British Columbia Investment Management Corporation, Business Development Bank of Canada, Edgestone Capital Partners, Ontario Municipal Employees Retirement System (OMERS), Teacher's Merchant Bank, the private equity arm of Ontario Teachers Pension Plan Board, University of Toronto Asset Management, and the Public Sector Pension Plan Investment Board, in the organization of Ventures West 8 Limited Partnership, a $250 million technology venture capital fund. The fund is the largest of its kind ever formed in Canada and invests in early stage biotechnology, communication, energy technology and IT companies across Canada

The firm acted for Vertex Fund Limited Partnership in obtaining its listing on the Canadian Venture Exchange and its subsequent reorganization into a unit trust and de-listing from the CDNX. The Fund carries on the business of investing in securities in Canada, the United States and other foreign jurisdictions and offers its units for sale on a continuous basis by way of private placement.

The firm acted as counsel to Yellow Point Equity Partners with the establishment of their inaugural private equity fund. The fund was established to invest in later stage private companies primarily based in western Canada. The fund was backed by Cypress Capital, one of western Canada's leading money management firms and 18 CEO's from some of western Canada's most successful companies. The mandate of Yellow Point I is to invest in a wide range of industries, from basic manufacturing to technology, communications, healthcare and services, and in a broad range of situations, including growth capital, management buy-outs and recapitalizations. Yellow Point is headquartered in Vancouver, British Columbia.