Fall 2002 Report

At the Table

Manitoba Hydro Acquires Winnipeg Hydro

On September 3, 2002, Manitoba Hydro, the 4th largest energy utility in Canada with annual revenues of $1.8 Billion, completed the purchase of the assets and business of Winnipeg Hydro from The City of Winnipeg. Winnipeg Hydro, with annual revenues of $130 Million, provided electrical utility services to approximately 100,000 customers in The City of Winnipeg through two hydro generation stations and 24 distribution substations.

The transaction involved complex debt assumption and debt issuance arrangements, and perpetual annual payments by Manitoba Hydro in favor of The City of Winnipeg.

The Aikins team that acted for Manitoba Hydro was led by James A. Ferguson and included partners and associates from the Firm's Business Law and Administrative Law Departments including J. Doug Sigurdson, Nigel J. Thompson, Colin Pewarchuk and Jennifer J. Jones (Corporate), James E. Foran and Lucia M. Stuhldreier (Legislation), Allan F. Foran, Michelle R. Redekopp and J. J. Burnell (Pension), E. Wells Peever (Real Estate), Carmele N. Peter (Debt Structuring), Steven J. Kohn and Robert G. Sly (Tax), Gerry D. Parkinson and Tyler J. Kochanski (Labour), David M. Carrick and Brian T. D. Bowman (Technology & Privacy) and Charles L. Chappell (Municipal).

The North West Company Inc.
Closes U.S.$65,000,000 5.89% Senior Note Offering and Finalizes $85,000,000 Secured Credit Facilities

On August 27, 2002, The North West Company Inc. (the “Company”), a wholly-owned subsidiary of North West Company Fund closed an offering of U.S.$65,000,000 5.89% Senior Notes due June 15, 2009. Concurrently, the Company finalized the terms of secured credit facilities with two Canadian Chartered Banks in the aggregate amount of up to $85,000,000.

The North West Company Inc. is the leading retailer of food and everyday products and services to northern communities across Canada and Alaska. The North West Company Inc. operates 176 stores under a number of trading names, including Northern, NorthMart, Giant Tiger and AC Value Center, and provides catalogue shopping services through its Selections catalogue in Canada.

The units of North West Company Fund trade on the TSX Toronto Stock Exchange under the symbol “NWF.UN”.

The Aikins corporate and securities law team that acted for North West Company Fund and The North West Company Inc. was led by Kevin R. Bolt and David C. Filmon with assistance from Steven M. London and Dayna D. Hillman. Steven J. Kohn and Robert G. Sly provided tax law advice.

Lanesborough Real Estate Investment Trust and Wireless One Inc. Close Plan of Arrangement and $4.3 Million Financing

On September 5, 2002, the TSX Venture Exchange issued a Final Exchange Notice in respect of the “Qualifying Transaction” of Wireless One Inc., a capital pool company, which was structured as a Plan of Arrangement between Lanesborough Real Estate Investment Trust (LREIT) and Wireless One Inc. The Plan of Arrangement resulted in former shareholders of Wireless One Inc. receiving trust units of LREIT, and the dissolution of Wireless One Inc. Concurrently, LREIT sold out its $4 million prospectus offering comprised of convertible debentures.Wellington West Capital Inc. acted as agent for the offering.

LREIT owns real property in Winnipeg, Manitoba, known as Kenaston Place and Kenaston Village Mall. LREIT intends on pursuing further acquisitions of real estate in various Canadian markets with a view to creating a valuable portfolio that permits income distributions to be made to unit holders on a quarterly basis.

The Aikins securities law team that acted for LREIT and Wireless One Inc. was led by David C. Filmon with assistance from Steven M. London and Dayna D. Hillman. Steven J. Kohn and Robert G. Sly provided tax law advice.

Magellan Biotech Inc. Finalizes Acquisition

Magellan Biotech Inc. (“Magellan”), a capital pool company trading on the TSX Venture Exchange, completed the acquisition of all the issued and outstanding shares of Miraculins Inc. (“Miraculins”) on September 6, 2002. Magellan acquired the 5,000,000 outstanding shares of Miraculins in exchange for 5,000,000 of its own common shares at a deemed price of $0.40 per share for a total acquisition cost of $2,000,000.

Miraculins is a private biotechnology company engaged in research and development in the area of proteomics with a specific emphasis on the identification of biomarkers (proteins and peptides) in body fluids that are expressed abnormally in victims of certain diseases. The acquisition of Miraculins by Magellan served as Magellan's Qualifying Transaction pursuant to the policies of the TSX Venture Exchange. Magellan is now listed as a Tier 2 Research and Development Issuer on the TSX Venture Exchange.

The Aikins corporate and securities law team that acted for Magellan and Miraculins was led by David C. Filmon with assistance from W. Douglas Stewart.