TUSK Energy Completes Reorganization

On November 2, 2004, Calgary-based TUSK Energy Inc. implemented a plan of arrangement under the Business Corporations Act (Alberta) to reorganize itself into an energy trust called TKE Energy Trust, and create an exploration-focused public corporation called TUSK Energy Corp. Pursuant to the plan of arrangement, for each share held, shareholders of TUSK were entitled to receive 0.50 of one share of TUSK Energy Corp. and 0.50 of one unit of the trust, or, at their election, 0.50 of an exchangeable share, which are exchangeable into units of the trust for a period of five years. The reorganization had an aggregate transaction value of approximately $250 million.

TUSK was represented by Gowling Lafleur Henderson LLP led by Brian Mainwaring (securities/M&A) and assisted by a team that included Tina Antony, Jimmi Duce, Erin Lee, Keith Engel, Bennett Wong and Léonard Serafini (securities/M&A), Alan Rautenberg and Bob McCue (tax), Gail Black (tax and trusts), Edie Gillespie (oil and gas), Ken Warren and Laura Mensch (employment) and Rick Myers and Nick Salaysay (banking).

TUSK had retained CIBC World Markets Inc. as its financial advisor for the reorganization and to provide a fairness opinion to its shareholders. CIBC was represented by John Kousinioris of Bennett Jones LLP.

Computershare Trust Company of Canada, the trustee of TKE Energy Trust, was represented by Kent Kufeldt of Macleod Dixon LLP.

National Bank of Canada, the principal lender to TKE Energy Trust and TUSK Energy Corp., was represented by Wayne Fedun of Macleod Dixon. TUSK retained John Whelan of Carter Ledyard & Milburn LLP in New York and his team of Howard Barnet, Rick Horne and Dave Selden to assist on US securities issues associated with the restructuring.