MERGERS & ACQUISITIONS

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PROGRAM CHAIR

Cameron G. Belsher,

Partner, McCarthy Tétrault LLP

Advanced

MERGERS & ACQUISITIONS

Leading Players – Leading Deals

December 3 – 4, 2007 | Four Seasons Hotel | Vancouver

Presented by Insight Information

TO AUCTION OR NOT TO AUCTION? MANAGING THE

PUBLIC SALE PROCESS

Bradley Bardua, Gateway Casinos G.P. Inc.

HOW TO BUILD A MINING COMPANY FOR SALE

AND EXECUTE THE PROCESS

Robert Pirooz, Northern Peru Copper Corp.

and Global Copper Corp.

M&A AND INCOME TRUSTS SINCE OCTOBER 2006:

STRATEGIES FOR RESTRUCTURING THE SECTOR

Thomas Sitar, Canfor Pulp Income Fund

GOING PRIVATE TRANSACTIONS: HOW TO AVOID

LEGAL MINEFIELDS AND SERIOUS EXECUTION RISK

Iain Morton, Fairmont Hotels & Resorts

MANAGEMENT OF BUSINESS AND LEGAL RISKS:

STORNOWAY DIAMOND CORPORATION’S ACQUISITION

OF ASHTON MINING

Eira Thomas and Catherine McLeod-Seltzer

Stornoway Diamond Corporation

SUCCESSFULLY DEFENDING THE HOSTILE TAKEOVER:

BARRICK'S UNSOLICITED BID FOR NOVAGOLD

R.J. (Don) MacDonald, NovaGold Resources Inc.

ACTIVIST INVESTORS – A VIEW FROM THE TRENCHES

Eric Rosenfeld, Crescendo Partners L.P. (New York)

REWRITING THE RULES OF THE TAKEOVER GAME:

PRIVATE EQUITY – THE DEALS THEY ARE LOOKING FOR

Michael Bernstein, Macquarie North America Ltd.

Thomas Kennedy, Kensington Capital Partners Limited

Tracey McVicar, CAI Capital Management Co.

FEATURING PRACTICAL PRESENTATIONS

Dear Colleague:

Mergers and acquisitions in Canada are dominating the headlines. Both large and small companies in virtually every

Canadian industry have moved to increase their global competitiveness through a variety of non-organic growth

techniques and capitalizing on consolidation opportunities. Foreign buyers are continually “shopping Canadian”.

In addition, private equity players and hedge funds have changed the rules of the game.

At this

Advanced MERGERS & ACQUISITIONS

conference, the in-depth nature of the topics will provide attendees with

the tactical information necessary in order to compete in rapidly evolving M&A markets.

Insight Information

has assembled

an impressive faculty of senior industry executives, investment bankers and professionals who will focus on a variety of

case studies from recent high profile transactions as they address, among other things:

•

What are some of the leading M&A strategies in mining and income funds?

_{How will the end of a debt-driven bull market affect M&A valuations?}

•

_{Private equity players and hedge funds: What do they look for in M&A transactions both as an investor, buyer and seller?}

How do you build a Company for sale and execute an auction?

•

What should a company do once it is targeted?

•

_{Latest technology and structures evolving around the privatization of an income fund}

•

What impact does the increasingly complex corporate governance environment have on your transaction?

What sets this conference apart from others is the quality of our speakers and practical nature of the presentations from

key industry participants. We believe that you will come away from this conference with a better understanding of the

key drivers in M&A across a wide variety of industry sectors. Our speakers have been key participants in deals involving in

excess of $50 billion, in aggregate, over the past twelve months and can speak first hand about the cutting edge issues.

Please join us for this conference. We look forward to meeting you.

Yours truly

Cameron G. Belsher

Partner, McCarthy Tétrault LLP

EXPERT FACULTY

Bradley D. Bardua

Gateway Casinos G.P. Inc.

R.J. (Don) MacDonald

NovaGold Resources Inc.

Catherine McLeod-Seltzer

Stornoway Diamond Corporation

Iain Morton

Fairmont Hotels & Resorts

Robert Pirooz

Northern Peru Copper Corp. and Global Copper Corp.

Thomas Sitar

Canfor Pulp Income Fund

Eira Thomas

Stornoway Diamond Corporation

Michael Bernstein

Macquarie North America Ltd.

Thomas Kennedy

Kensington Capital Partners Limited

Tracey McVicar

CAI Capital Management Co.

Eric Rosenfeld

Crescendo Partners, L.P.

Julie K. Shin

Toronto Stock Exchange

Elio Luongo

KPMG LLP

Jeremy South

Deloitte & Touche LLP

Kathy Butler

CIBC World Markets

Craig Dudra

RBC Capital Markets

James E. Kofman

UBS Securities Canada Inc.

Jill D. Leversage

TD Securities Inc.

Trond Lossius

Lehman Brothers

Matthew Quinlan

CIBC World Markets

Richard J. Balfour

McCarthy Tétrault LLP

Christopher J. Barry

Dorsey & Whitney LLP (Seattle)

Geoffrey S. Belsher

Blake, Cassels & Graydon (U.S.) LLP

Kenneth E. Burns

Lawson Lundell LLP

Christopher J. Cummings

Shearman & Sterling LLP

Jonathan S. Drance

Stikeman Elliott LLP

Mitchell H. Gropper, Q.C.

Farris, Vaughan, Wills & Murphy LLP

William C. Kaplan, Q.C

Blake, Cassels & Graydon LLP

John H. Kousinioris

Bennett Jones LLP

Edwin S. Maynard

Paul, Weiss, Rifkind, Wharton & Garrison LLP

Carman J. Overholt, Q.C.

Fraser Milner Casgrain LLP

Warren W. Pashkowich

Ernst & Young LLP (Calgary)

Fred R. Pletcher

Borden Ladner Gervais LLP

Y. Beth Riley

Bennett Jones LLP

Jerrold W. Schramm

Lawson Lundell LLP

William F. Sirett

Borden Ladner Gervais LLP

WHO WILL ATTEND

• Presidents, CEOs, COOs

• CFOs and Controllers

• Chief Development Officers

• Investment Bankers

• Corporate Counsel

• Vice Presidents, Directors and Managers of: - Corporate Development

- Mergers and Acquisitions - Finance and Administration

• Valuators

• Senior Business Advisors

• Business Analysts

• Securities Lawyers

• Consultants

7:45 | 8:30

Registration and Continental Breakfast

Welcoming Remarks from Insight Information

Chair’s Opening Remarks

Partner, McCarthy Tétrault LLP

8:45 | 9:30

Investment Banker’s Perspective on Global,

Cross-Border and Domestic Deals:

Where is the M&A Market Headed?

Vice Chairman

UBS Securities Canada Inc. (Toronto)

• Looking back at 2007 and the lessons learned • Factors driving the M&A market

• Domestic and cross-border considerations

• Issues impacting Canada and Canadian companies

• Identifying the trends in M&A and how they will impact business • Looking forward, the outlook for further activity

9:30 | 10:30

Rewriting the Rules of the Takeover Game:

Private Equity’s Role and the Deals They Are

Looking For

Moderator: Jeremy South

President, Association for Corporate Growth, Vancouver Partner, M&A Advisory

Deloitte & Touche LLP

Michael Bernstein

Senior Managing Director

Head of Infrastructure & Utilities - Canada Macquarie North America Ltd. (Toronto)

Thomas Kennedy

Managing Director

Kensington Capital Partners Limited (Toronto)

Tracey McVicar

Managing Director

CAI Capital Management Co.

• Overview of the players in the M&A market • The increasing role of activist shareholders

• What is unique about private equity’s role in the M&A market? • Club deals

• Where is the market headed?

• Special considerations for going private transactions: - When can private equity approach management? - How to manage the board dynamic

- Is an auction required or desirable? - Are “go-shops” a valid alternative?

- When can private equity purchasers get access to confidential information?

- What are the limitations on doing a deal with management? - How to avoid selective disclosure

- After Sears – what can you do going forward?

10:30 | 10:45

Networking Coffee Break

10:45 | 11:55 CASE STUDY

To Auction or Not to Auction? Managing the

Public Sale Process

Bradley D. Bardua

Chief Financial Officer Gateway Casinos G.P. Inc.

Kathy Butler

Managing Director CIBC World Markets

Jerrold W. Schramm

Partner, Lawson Lundell LLP

• Auction versus other sales processes – pros and cons • Managing the auction process

• Legal framework for auctions • Experience of Gateway Casinos

11:55 | 12:50

Networking Luncheon

12:50 | 1:45 CASE STUDY

How to Build a Mining Company for Sale and

Execute the Process

Robert Pirooz

General Counsel

Northern Peru Copper Corp. and Global Copper Corp.

Fred R. Pletcher

Partner, Borden Ladner Gervais LLP

Matthew Quinlan

Executive Director, Investment Banking Global Mining Group CIBC World Markets

• Asset selection – greenfields vs. non-core acquisitions • Advancing development – “go it alone” vs. joint venture structures • Financing development

• Structuring a single asset vehicle/transaction

• Timing and structuring the sales and due diligence process • Negotiating and closing the final sale

• Dealing with interlopers

• “Alone and unloved” – the no-bidder situation

1:45 | 2:30

Tax Matters … You Bet It Matters!

Partner-in-Charge of Tax KPMG LLP

• Key tax issues that can make a difference in a merger or acquisition

• Private equity buyers and their needs

• New dividend tax credit changes, falling corporate tax rates and their impact on transactions

• Buy-outs and other transactions involving trusts and flow-through entities

2:30 | 2:45

Networking Refreshment Break

2:45 | 4:00

M&A and Income Trusts Since October 2006:

Strategies for Restructuring the Sector

Jonathan S. Drance

Partner, Stikeman Elliott LLP

Craig Dudra

Managing Director RBC Capital Markets

Warren W. Pashkowich

Partner, Transaction Tax Ernst & Young LLP (Calgary)

Thomas Sitar

Chief Financial Officer and Secretary Canfor Pulp Income Fund

Each structure discussed by Warren has unique legal and commercial issues. After a brief introduction to the structures and related taxation issues, the panelists will discuss the more significant issues typically encountered.

• Latest technology and structures evolving around the privatization of an income fund

• The related tax implications

• Practical examples include a review of certain recent transactions

4:00 | 4:50 CASE STUDY

Going Private Transactions: How to Avoid

Legal Minefields and Serious Execution Risk

Partner, McCarthy Tétrault LLP

Iain Morton

Senior Vice President & General Counsel, Americas Region Fairmont Hotels & Resorts (Toronto)

• Legal structures for undertaking a going private transaction • The tactical and strategic considerations in determining the

legal structure of a transaction

• Corporate and securities law requirements applicable to going private transactions

• Discussion of policy considerations underlying the regulation of going private transactions

• Comparison of US – Canada requirements applicable to going private transactions

• Valuation and other financial considerations relevant to going private transactions

• Since Sears has the process changed?

4:50

Conference Adjourns for the Day

8:30 | 8:35

Chair’s Opening Remarks

Activist Investors - A View from the Trenches

President & Chief Executive Officer Crescendo Partners L.P. (New York)

This session will describe how activist investors are helping to create value in the United States and in Canada. Practical illustrations will show how the intervention of activists has resulted in added value to shareholders.

• What do activists and hedge funds that sometimes take on an activist role look for in a potential target?

• Where do activists get their ideas?

• What can a company do to avoid becoming a target? • What should a company do once it is targeted?

• How does the environment in Canada differ from the one in the US?

9:20 | 10:05

Shareholders vs. Directors: The Impact of

Good Governance on Mergers & Acquisitions

Partner, Farris

• The need for special and independent committees • Directors’ fiduciary duties in the context of M&A

• The role and duties of special or independent committees • Independent or special committee procedures

• "Drown-proofing" the deal • Advisors to the Committee

• Standstill, no talk, no shop and go shop provisions • Impact that governance can have on the marketability

of the deal

• How to preserve and move a transaction forward • Review by the Courts and Securities Commissions?

10:05 | 10:20

Networking Coffee Break

10:20 | 11:20 LITIGATION CASE STUDY

Management of Business and Legal Risks:

Stornoway Diamond Corporation’s Acquisition

of Ashton Mining Of Canada Inc.

Geoffrey S. Belsher

Partner, Blake, Cassels & Graydon (U.S.) LLP (New York)

William C. Kaplan, Q.C.

Partner, Blake, Cassels & Graydon LLP

Catherine McLeod-Seltzer

Chairman and Director

Stornoway Diamond Corporation

Eira Thomas

Chief Executive Officer and Director Stornoway Diamond Corporation

Featuring the principals involved in Stornoway Diamond’s acquisition of Ashton Mining, this session will outline how they assessed and managed the business and legal risks associated with a deal that ended up before the B.C. Securities Commission, Supreme Court and Court of Appeal. The panelists will provide insights into:

• Deal completion risk • Regulatory intervention risk • Minority shareholder litigation risk • Dissenting shareholders

11:20 | 11:45

Strategies to Protect the Parties to a Transaction:

Labour & Employment Perspectives

Carman J. Overholt, Q.C.

Partner, Fraser Milner Casgrain LLP

• Asset vs. share transaction and the labour and employment implications

• What successorship under the Employment Standards Act, the Labour Relations Code and at common law means for the vendors and purchasers of businesses

• Privacy legislation and the implications for due diligence and the disclosure of employee information to potential purchasers • Working with executive management and introducing

change of control and retention agreements • Corporate governance issues relevant to executive

compensation agreements

• Human rights issues raised by the transfer of employees upon the sale of a business

• Notice requirements under the Labour Relations Code and

Employment Standards Act relevant to business transactions

• Restrictive covenants and retaining the intellectual property of the acquired business

• Stock option issues 11:45 | 12:15

Identifying and Managing Pension & Benefit Risks

in Corporate Transactions

Kenneth E. Burns

Partner, Lawson Lundell LLP

This session will examine the pension and benefit issues that can arise in a corporate transaction. Particular focus will be given to effective identification and management of difficulties associated with defined benefit pension plans (including surplus issues and regulatory concerns), supplemental pension plans and post-retirement benefit plans. • Recent examples of transactions driven or affected by

pension and benefit risks

• Types of pension and benefit risks and how to identify them • Pension risks that arise in different transaction types • Avoiding or minimizing risks through transaction structuring • Managing pension and benefit risks through effective

due diligence

• Using appropriate representations and warranties for pension and benefit matters

• Managing pension and benefit risks through contract transfer terms

• What happens to pension and benefit risks after the transaction is complete

12:15 | 1:05

Networking Luncheon

1:05 | 1:30 LUNCHEON ADDRESS

The TSX Perspective on Mergers & Acquisitions

Julie K. Shin

Director, Listed Issuer Services Toronto Stock Exchange (Toronto)

1:30 | 2:30 CASE STUDY

Successfully Defending the Hostile Takeover:

Barrick's Unsolicited Bid for NovaGold

Christopher J. Barry

Partner, Dorsey & Whitney LLP (Seattle)

R.J. (Don) MacDonald

Senior Vice President & Chief Financial Officer NovaGold Resources Inc.

William F. Sirett

Partner, Borden Ladner Gervais LLP

Hear from key architects of NovaGold’s successful “just say no” defense against Barrick Gold’s hostile tender offer.

• When can you “just say no” under Canadian law? • Do you always have to hold an auction?

• The role of the rights plan and key jurisdictional differences • The effective use of litigation, and its limits

• Crafting a successful shareholder relations strategy • Why was NovaGold successful?

2:30 | 3:25

Valuation Trends: The End of a Debt-Driven

Bull Market?

Jill Leversage

Managing Director, Investment Banking TD Securities Inc.

Trond Lossius

Managing Director, Head of Canadian M&A Lehman Brothers (Toronto)

As this brochure goes to print, the markets are in a volatile state. In this session, we will focus on the valuation environment post the sub-prime shakeout. What has changed and what remains the same? How may this affect M&A valuations going into 2008? 3:25 | 3:35

Networking Refreshment Break

Putting the Cross-Border Deal Together:

Trends and Developments in Deal Structures,

Financing, and Overcoming Antitrust Hurdles

Managing Partner, Shearman & Sterling LLP (Toronto)

John H. Kousinioris

Partner, Bennett Jones LLP (Calgary)

Edwin S. Maynard

Partner, Paul, Weiss, Rifkind, Wharton & Garrison LLP (New York)

Y. Beth Riley

Partner, Bennett Jones LLP (Calgary)

• Tactical and strategic considerations in determining the legal structure for a cross-border M&A transaction

• Securities law requirements applicable to cross-border M&A transactions

• Acquisitions by non-Canadians: Recent developments under the Investment Canada Act

• Managing risks under the Investment Canada Act and the

Competition Act

• Latest developments in Delaware relevant to cross-border M&A 4:30

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INSIGHTreserves the right to change program date, meeting place or content without further notice and assumes no liability for these changes.

HOTEL RESERVATIONS:

The Four Seasons Hotel is conveniently located at 791 West Georgia Street (the corner of Howe Street and West Georgia Street), Vancouver, B.C. For overnight accommodation please call the hotel at 604-689-9333 or by fax 604-684-4555.

CANCELLATION AND REFUND POLICY:

Refunds will be given for cancellations received in writing by November 12, 2007 subject to an administration fee of $200.00 plus $12.00 GST for a total of $212.00. If your fees have not been paid and you are cancelling, you are still liable for the cancellation fees of $200.00 plus $12.00 GST for a total of $212.00. Please note that if you register for the conference and do not attend, you are liable for the full registration fee unless you cancel within the period stated above. If you register after November 12, 2007, your order is firm. A refund will not be given; however a delegate substitution is welcome at any time.

SPONSORSHIP OPPORTUNITIES

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Brian Shugar | 1 866 456-2020 ext. 6131 | [email protected]

SPECIAL OFFER: Send 4 people for the price of 3!

Register 3 delegates for the main conference at regular price at the same time and you’re entitled to register a fourth person from your organization at no charge. To take advantage of this special offer, payment for all delegates must be made with one cheque or credit card charge.

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Advanced

MERGERS & ACQUISITIONS

Leading Players – Leading Deals

December 3 – 4, 2007 | Four Seasons Hotel | Vancouver

Presented by Insight Information

BOB ADDISON

PHONE:

1-866-456-2020 ext. 6133;