DEALMAKERS’ GALA DINNER

KEYNOTE ADDRESSES FEATURING

Agrium Inc.Anthem PropertiesBennett Jones LLP

Blake, Cassels & Graydon LLPBorden Ladner Gervais LLPBull, Housser & Tupper LLP

Canfor CorporationCIBC World Markets Inc.

Competition Bureau Farris, Vaughan, Wills & Murphy LLP

Goldman Sachs Canada Inc.GWL Realty Advisors

HSBC Capital (Canada) Inc.Lang Michener LLP Lawson Lundell LLP

McCarthy Tétrault LLPOsler, Hoskin & Harcourt LLP

RBC Capital MarketsScotia Waterous

Stern Partners Inc.Stikeman Elliott LLP

TD Securities Inc.Teck Resources Limited

The Balloch GroupThe Jim Pattison Group

The Laurel Hill Advisory GroupToronto Stock Exchange

Tricor Pacific Capital, Inc.

Marketing Partners Media Partner

Bronze Sponsor Copper Sponsor

8th Advanced

MERGERS & ACQUISITIONSLeading Players – Innovative StrategiesDomestic • Cross-Border • International

December 6 – 7, 2010 | Four Seasons Hotel | Vancouver

ENROLL TODAY! CALL 1-866-456-2020 EXT. 6448;

416 642-6131 OR FAX 1-800-454-0031

Approved by the Law Society of British Columbia and the Law Society of Saskatchewan

What They Don’t Teach You at Business School: Lessons from the Front Lines of Cross Cultural NegotiatingHoward Balloch, President & Founding Partner The Balloch Group (Beijing), Former Ambassador to China

M&A Issues Confronting the Competition BureauPaul Collins, Senior Deputy Commissioner, Mergers Branch Competition Bureau

Shareholder Votes on M&A Transactions: Stock Exchange RequirementsKerry D. Krochak, Manager, Listed Issuer Services, Toronto Stock Exchange

PROGRAM CO-CHAIRSJohn H. KousiniorisBennett Jones LLP

Andrew J. McLeodBlake, Cassels & Graydon LLP

• Presidents, CEOs, COOs

• CFOs and Controllers

• Chief Development Officers

• In-house Counsel

• Valuators

• Senior Business Advisors

• Vice Presidents, Directors and Managers of:– Business Development– Mergers & Acquisitions– Finance & Administration

• Government and Regulatory Representatives

• Investment Bankers

• Lawyers practicing in:– Corporate Finance– M&A– Securities

• Business and Investment Analysts

Dear Colleague:

There are many M&A conferences but what makes Insight Information’s annual event stand out above the rest is the high level of discussion that takes place between the delegates and the speakers and the practical nature of the presentations from key industry participants. If your deal team is looking to acquire expertise from those who know how and when to employ the right tactics, you will not want to miss this event.

Featuring an unparalleled faculty and exceptional case studies, attendees will gain ideas for employing a wide array of tactics that are necessary for executing deals domestically and globally. Corporate executives from Agrium, Teck Resources and Canfor Corporation will provide first-hand perspectives on deals they were involved in; prominent legal experts will discuss how the different rulings in Lions Gate Entertainment, Pulse Data and Neo Material Technologies may affect future M&A transactions; and leading investors and investment bankers will share insights into trends emerging as M&A deal activity picks up.

Our keynote luncheon speakers, Paul Collins, Competition Bureau and Kerry Krochak, Toronto Stock Exchange, will highlight initiatives and regulatory responses to current issues.

To enhance your networking and learning experience, Howard Balloch, former Ambassador to China and Founding Partner of The Balloch Group (Beijing) will address the complexities of cross cultural negotiating at the inaugural Dealmakers’ Dinner on Monday evening, December 6th.

We are confident that you will find this conference program and the networking opportunities it will afford to be an excellent investment of your time. We look forward to seeing you in December.

Yours truly,

John H. Kousinioris Partner, Bennett Jones LLP (Calgary)

Andrew J. McLeod Partner, Blake, Cassels & Graydon LLP (Vancouver)

CLE AccreditationThis conference has been approved by the Law Society of British Columbia and the Law Society of Saskatchewan for 12.5 hours.

INAUGURAL DEALMAKERS’ GALA DINNER – SPONSORSHIP OPPORTUNITIES

Who Should Attend

Book your table now! Introduce your clients to prominent dealmakers by entertaining them at your sponsored table for eight (8) at the reception and dealmakers’ dinner on the first night. In addition to networking and making deals, your clients will have the opportunity to gain insights into the complexities of foreign deals from our distinguished guest speaker, Howard Balloch, former Ambassador to China and founder of The Balloch Group.

Please contact Kevin Jeanjacques at 416.642.6130 or kjeanjacques@alm.com to book your table now!

Table Sponsors

TABLE 2

TABLE 4

TABLE 1

8:15 Registration and Continental Breakfast

8:45 Welcoming Remarks from Insight Information

8:50

Co-Chairs’ Opening Remarks

John H. Kousinioris Partner, Bennett Jones LLP (Calgary)

Andrew J. McLeod Partner, Blake, Cassels & Graydon LLP (Vancouver)

9:00

State of the Markets: An Investment Banker’s Perspective on Trends in M&A, Capital Markets and Valuations

David Bustos Managing Director & Regional Head, British Columbia RBC Capital Markets

• Looking back at 2010, what can we learn from what has happened?

• Factors driving the current capital markets

• How have M&A markets been affected – domestic, cross-border, global?

• Business valuations – where are they now, where are they headed?

• Looking forward, the outlook for further activity

• Finding opportunity when the market recovers

9:45

The Intersection of Director Fiduciary Duties with Securities Law/Policy: Lions Gate vs. Neo & Pulse Data

Lions Gate EntertainmentMark GelowitzPartner, Osler, Hoskin & Harcourt LLP (Toronto)

Pulse DataMarion V. ShawPartner, Bull, Housser & Tupper LLP

Neo Material Technologies Inc.David Weinberger Partner, Stikeman Elliott LLP (Toronto)

• Practical impact of changes to the formulation of fiduciary duties on M&A transactions

• Major developments in the application of poison pills/ ”just say no” defences

• How will the different rulings in these cases affect future M&A transactions?

10:40 Networking Coffee Break

11:00 NATIONAL AND REGIONAL UPDATEState of the Art Deals: New Developments in Negotiating Positions

Richard J. Balfour Partner, McCarthy Tétrault LLP

John H. Kousinioris Partner, Bennett Jones LLP (Calgary)

What new terms are being negotiated in friendly deals across Canada? Do the terms differ when broken down by region and/or industry? This panel will look at recent deals and examine trends in break-fee arrangements, no-shop clauses and matching rights, and other terms being negotiated. In addition, the speakers will systematically canvas updates on terms now being used nationally, and highlight those that are especially useful in industries in Western Canada.

Matthew W. AbbottPaul, Weiss, Rifkind, Wharton & Garrison LLP (New York)

Richard J. Balfour McCarthy Tétrault LLP

Howard Balloch The Balloch Group (Beijing) and Former Ambassador to China

William Briscoe GWL Realty Advisors (Toronto)

David Bustos RBC Capital Markets

David M. CalabrigoCanfor Corporation

Eric Carlson Anthem Properties

Paul Collins Competition Bureau (Ottawa)

Neil de Gelder Stern Partners Inc.

Mark Gelowitz Osler, Hoskin & Harcourt LLP (Toronto)

Luke GordonGoldman Sachs Canada Inc. (Toronto)

Elizabeth J. Harrison, Q.C. Farris, Vaughan, Wills & Murphy LLP

Scott A. Keyworth CIBC World Markets Inc. (Toronto)

Michael J. Korenberg The Jim Pattison Group

John H. Kousinioris Bennett Jones LLP (Calgary)

Kerry D. Krochak Toronto Stock Exchange (Calgary)

Jill D. Leversage TD Securities Inc.

Valerie C. MannLawson Lundell LLP

Mark A. Morrison Blake, Cassels & Graydon LLP (Calgary)

David F. Mullen HSBC Capital (Canada) Inc.

Leslie A. O’DonoghueAgrium Inc. (Calgary)

Fred R. Pletcher Borden Ladner Gervais LLP

Drew RossScotia Waterous (Calgary)

David J. RowntreeTricor Pacific Capital, Inc.

Peter C. Rozee Teck Resources Limited

David SalmonThe Laurel Hill Advisory Group

Marion V. ShawBull, Housser & Tupper LLP

Hellen L. Siwanowicz Lang Michener LLP (Toronto)

David A. Spencer Bennett Jones LLP (Calgary)

Ronald J. Vance Teck Resources Limited

David Weinberger Stikeman Elliott LLP (Toronto)

DISTINGUISHED FACULTY DECEMBER 6, 2010

12:00 Networking Luncheon

12:45 KEyNOTE LUNCHEON ADDRESSM&A Issues Confronting the Competition BureauPaul Collins Senior Deputy Commissioner, Mergers BranchCompetition Bureau (Ottawa)

1:30

The Importance of Anti-Corruption Due Diligence in International Deals

Mark A. Morrison Partner, Blake, Cassels & Graydon LLP (Calgary)

When acquiring a company, an acquirer may inadvertently inherit significant financial liability and reputational damage associated with a target company’s prior violations under anti-corruption legislation. In order to minimize this risk, anti-corruption due diligence is becoming an increasingly important part of M&A due diligence for international transactions. This session will address:

• An overview of international anti-corruption legislation

• Recent enforcement trends

• The benefits of anti-corruption due diligence

• How to conduct anti-corruption due diligence

• Strategies for addressing corruption issues as part of deal points

• Proactive compliance strategies

2:10

Going Private Transactions: Harder than it Looks

Matthew W. AbbottPartner, Paul, Weiss, Rifkind, Wharton & Garrison LLP (New york)

David A. Spencer Partner, Bennett Jones LLP (Calgary)

• Strategic considerations

• Cross-border issues

• Pitfalls to avoid

3:00 Networking Refreshment Break

3:15

Hostile Takeover Bids: Lessons Learned

Luke GordonVice PresidentGoldman Sachs Canada Inc. (Toronto)

Leslie A. O’DonoghueChief Legal Officer and Senior Vice President, Business DevelopmentAgrium Inc. (Calgary)

Fred R. Pletcher PartnerBorden Ladner Gervais LLP

• Hostile bids in the wake of the financial crisis – a domestic and global review

• The changing role of shareholder approval

• Bid structures and tactics

• Defensive responses and tactics

• Obtaining domestic approvals in cross-border bids

• Switching gears quickly – when hostile turns friendly

4:15

Enforcing Commitments: Investment Canada Act Under Examination: (U.S. Steel Decision)

Valerie C. MannPartner, Lawson Lundell LLP

• Compliance with undertakings

• Use of administrative monetary penalties (AMP’s)

• Future investment review implications

5:00 Conference Adjourns for the Day followed by Reception & Dealmakers’ Dinner

What They Don’t Teach You at Business School: Lessons from the Front Lines of Cross Cultural Negotiating

KEYNOTE SPEAKER

Howard Balloch President & Founding PartnerThe Balloch Group (Beijing)Former Ambassador to China

Howard Balloch is Canada’s former ambassador to Beijing and the founder of The Balloch Group, a financial advisory and merchant banking firm that puts foreign investors in touch with Chinese companies in need of financing. TBG provides financial advisory services and capital raising solutions and manages equity investments that integrate capital and advisory expertise. Now one of the five leading China-based boutique investment banks, ChinaVenture has selected TBG as the Top Boutique Investment Banking Firm in China in 2008 and 2009. With their deep knowledge of China, TBG team members have advised on deals in a range of sectors including alternative energy, automotive, consumer products, education, financial services, general industrial, healthcare, media/technology and natural resources, and serve clients from Europe, Asia and America.

8:00 Continental Breakfast

8:30

Disciplined Investing: What Attracts Private Capital?

Neil de Gelder Executive Vice PresidentStern Partners Inc.

David F. Mullen Chief Executive Officer & Head of HSBC Private Equity North AmericaHSBC Capital (Canada) Inc.

David J. Rowntree Co-Founder & Managing Director Tricor Pacific Capital, Inc.

• Domestic or foreign?

• Growth and returns potential

• Valuation trends

• Business risks/opportunities

• Duration of investment hold

• Industry orientation (Resource, Manufacturing, Retail, Distribution, other)

• Investing vs. managing

• Management participation – opportunities and pitfalls

DECEMBER 7, 2010

NEW FOR 2010 – Dealmakers’ Dinner

9:30

Creative Financing Structures: Emerging Trends in M&A Financing Markets

Scott A. Keyworth Managing Director, Mergers & AcquisitionsCIBC World Markets Inc. (Toronto)

Jill D. Leversage Managing Director Investment BankingTD Securities Inc.

What’s happening in each of the public and private debt markets? How deep are these markets? Who are the players? What’s happening to pricing and structure? The speakers will take a detailed look at the sources and different types of instruments including:

• What’s happening in different markets: - The bank market – in Canada, in the U.S., globally? - Institutional markets- Investment grade markets- Non-investment grade markets

• The evolution of a Canadian high-yield market

• Update on U.S. high-yield market

• The use of Convertible Debentures

• Role of equity and the implications for the debt markets in M&A

• Bridging to equity – recent developments

10:20 Networking Coffee Break

10:40

Are Auctions Dead? Managing the Public Sale Process Effectively

Elizabeth J. Harrison, Q.C. Partner, Farris, Vaughan, Wills & Murphy LLP

Drew RossManaging DirectorScotia Waterous (Calgary)

• Execution timing

• Steps

• Issues and documentation required

11:20

Restructuring During the Credit Crunch: Teck’s Experience

Moderator and Commentor: Hellen L. Siwanowicz Chair, Corporate Finance/Securities Law GroupLang Michener LLP (Toronto)

Peter C. Rozee Senior Vice President, Commercial and Legal AffairsTeck Resources Limited

Ronald J. Vance Senior Vice President, Corporate Development Teck Resources Limited

By taking positive steps, Teck was able to withstand the credit crunch. In this session learn how management developed and stayed focused on a strategy for reducing the firm’s debt and refinancing the corporation so that they can now take advantage of opportunities in a recovering economy.

12:15 Networking Luncheon

1:00 KEyNOTE ADDRESSShareholder Votes on M&A Transactions: Stock Exchange RequirementsKerry D. Krochak Manager, Listed Issuer ServicesToronto Stock Exchange (Calgary)

1:30

Navigating Shareholder Communications in M&A Transactions

David SalmonSenior Vice PresidentThe Laurel Hill Advisory Group

The shareholder approval process has changed dramatically over recent years. Everything from the influence of proxy advisory firms to shareholder apathy to the “Raging Grannies” can assume their own unique challenges. Understanding the potential obstacles and how to navigate through these turbulent issues is increasingly becoming a key component of obtaining shareholder approval.

2:00

Post-Merger Integration: Preserving the Value of Your Deal After the Ink is Dry

David M. CalabrigoVice-President, Corporate DevelopmentGeneral Counsel and Corporate SecretaryCanfor Corporation

Michael J. KorenbergVice Chairman & Managing DirectorThe Jim Pattison Group

• When and how to develop a winning integration plan

• Appointing an ‘Integration Champion’

• Urgency – ‘the need for speed’

• Information management – ‘communication is key’

• Selection process for key ‘new team’ members

• Forging the ‘going-forward’ culture

• Tips re use of external integration consultants

3:00 Networking Refreshment Break

3:10

Current Perspectives on Real Estate M&A and Joint Ventures

William Briscoe Executive Vice President, InvestmentsGWL Realty Advisors (Toronto)

Eric Carlson Chief Executive Officer Anthem Properties

With values returning to the levels they reached in 2007, and public and private capital competing for big deals, are there good opportunities for real estate investment in Canada today? Where are they and how are these deals being negotiated? There is an increased interest from foreign investors – what are the issues they face?

4:00

Co-Chairs’ Closing Remarks and Conference Concludes

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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.

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

Copyright 2010. ALM Media Canada, Inc. All rights reserved.

Conference Code: CFC10647 Priority Code: 1064791GH

8th Advanced

MERGERS & ACQUISITIONSLeading Players – Innovative StrategiesDomestic • Cross-Border • International

December 6 – 7, 2010 | Four Seasons Hotel | Vancouver

Approved by the Law Society of British Columbia and the Law Society of Saskatchewan

[ ] Regular Conference Price (Dealmakers’ Dinner included) $1,995.00 + HST ($239.40) = $2,234.40

[ ] Dealmakers’ Dinner only, Table of 8 guests $3,800.00 + HST ($456.00) = $4256.00

[ ] Solution Provider / Vendor Pricing $2,095.00 + HST ($251.40) = $2,346.40