Jean-Philippe Cote

The applicant, Royal Fox Gold Inc., sought court approval for a plan of arrangement with Northern Superior Resources Inc. under section 182 of the Business Corporations Act.

The court considered whether statutory procedures were met, the application was in good faith, and the arrangement was fair and reasonable, applying the test from *Re Magna International Inc.* and *BCE Inc. v. 1976 Debentureholders*.

The arrangement, which involved an exchange of shares and contingent value rights, received overwhelming shareholder approval.

The court found all requirements satisfied and granted the final approval order.

The applicant sought final approval of a corporate plan of arrangement under s. 182 of the Business Corporations Act involving a share exchange transaction and contingent value rights.

The court applied the arrangement approval framework requiring satisfaction of statutory procedures, good faith, and fairness and reasonableness.

The evidence showed compliance with the interim order, overwhelming securityholder approval, no dissenting shareholders, no appearances opposing the relief, and support from the board, special committee, and fairness opinion.

The arrangement was held to have a valid business purpose and to fairly balance the rights of affected parties, and final approval was granted.