Canexus Income Fund Closes Bought-Deal Offering And Converts To Canexus Corporation

On June 30, 2011, Canexus Income Fund completed an offering of $60,000,000 aggregate principal amount of 5.75 per cent Series IV Convertible Unsecured Subordinated Debentures at a price of $1,000 per Debenture. The Debentures are convertible into common shares of Canexus Corporation.

Canexus was represented in-house by Diane Pettie, Vice President, General Counsel and Corporate Secretary and by Keith Chatwin and Taylor Decarie (securities) and David Weekes (tax) of Stikeman Elliott LLP. Bill Maslechko, Jacob Hoeppner and Jessica Brown (securities) and Kirk Lamb (tax) of
Burnet, Duckworth & Palmer LLP represented a syndicate of underwriters co-led by Scotia Capital Inc. and National Bank Financial Inc. and including, CIBC World Markets Inc., HSBC Securities (Canada) Inc., TD Securities Inc. and Acumen Capital Finance Partners Limited.

On July 8, 2011, Canexus announced the closing of the previously announced plan of arrangement resulting in the successful conversion of Canexus Income Fund from an income trust to a corporate entity.

Pursuant to the arrangement, each holder of Fund units received, for each Fund unit held, one common share of Canexus Corporation.

In connection with the arrangement, all of the assets of the Fund were transferred to Canexus and Canexus assumed all of the liabilities of the Fund, including all of the obligations of the Fund under the debenture indentures in respect of the 8 per cent Series I convertible unsecured subordinated debentures issued August 31, 2009, the 5.75 per cent Series III convertible unsecured subordinated debentures issued September 28, 2010 and the 5.75 per cent Series IV convertible unsecured subordinated debentures issued June 30, 2011.

Canexus was represented in-house by Diane Pettie, Vice President, General Counsel and Corporate Secretary and by Keith Chatwin and Kelly Fluker (securities); Leland Corbett (banking) and David Weekes (tax) of Stikeman Elliott LLP.