Speyside Equity Fund I LP, fund of Speyside Equity LLC entered into a definitive acquisition agreement to acquire 97.4% stake in Opta Minerals Inc. (TSX:OPM) from SunOpta Inc. (TSX:SOY), Oakwest Corporation Limited and other shareholders for CAD 9.2 million on February 11, 2016. Pursuant to the agreement, all of the issued and outstanding Opta, will be converted, on a one-for-one basis, into redeemable shares of the amalgamated corporation ("Amalco"). The redeemable shares will then be immediately redeemed by Amalco in exchange for: approximately CAD 0.52 per share payable in cash; or at the election of the shareholder, approximately CAD 0.35 per share payable in cash plus an unsecured subordinated promissory note of Amalco in the principal amount of approximately CAD 0.17 per share. Shareholders who fail to make an election will receive the cash-only consideration as the default option. The consideration payable per redeemable share remains subject to adjustment. SunOpta currently expects to receive aggregate proceeds of approximately CAD 6.2 million, of which CAD 4.2 million is cash, with the remaining CAD 2 million in the form of a Note. The Board of Opta Minerals has established a special committee of independent Directors. Stormvalley Investments B.V. has entered into an agreement with a subsidiary of Speyside pursuant to which it has agreed to exchange 2.6% of the Opta Shares held by it for shares of subsidiary of Speyside. As a result, Stormvalley Invest will continue to hold an interest in Amalco following the completion of the Amalgamation. Opta Minerals will have to pay a fee of CAD 1 million in case of termination. As announced on February 23, 2016, SunOpta Inc. has signed an irrevocable support and voting agreement with Speyside Equity.

The transaction is subject to approval from 66 2/3% shareholders of Opta Minerals, dissenters rights limited, regulatory approvals, voting in person or by proxy, at a special meeting of the shareholders of Opta Minerals and will also require "majority of the minority" approval under Multilateral Instrument 61-101 - Protection of minority security holders in special transactions. The Board, following the receipt and review of recommendations from the special committee, has approved the transaction and recommends to shareholders that they vote in favor of the transaction. Opta Minerals has entered into an amendment agreement with respect to its credit facilities in order to extend the maturity of such facilities to a date that is 24 months from the closing of the transaction. Such amendments are conditional upon (i) the repayment of certain amounts outstanding under the credit facilities as of closing of the transaction, which repayments will be funded by Speyside, and (ii) the closing of the transaction occurring no later than April 14, 2016. The closing of the transaction is conditional upon all conditions precedent to the amendments to the credit facilities being satisfied as of the closing of the transaction and customary closing conditions. Under the terms of the Acquisition Agreement, Opta Minerals has agreed that it will not solicit or initiate any inquiries or discussions regarding any other business combination or acquisition proposal, subject to the ability of the Board to change its recommendation in the event of an unsolicited superior proposal in accordance with its fiduciary duties. Opta Minerals expects to hold shareholders meeting on or before March 31, 2016. The transaction will be completed shortly after the meeting. The shareholders of Opta Minerals approved the transaction on March 31, 2016.

Houlihan Lokey Capital, Inc. acted as financial advisor and fairness opinion provider and James Brown of Wildeboer Dellelce LLP acted as legal advisor to Opta Minerals. Bennett Jones LLP acted as legal advisor to the Special Committee. John W. Leopold, David Massé, Jeremy Sculnick, Jason Paperman, Frank Mathieu and Nathaniel Lacasse of Stikeman Elliot LLP acted as legal advisor to Speyside. Tom Rose and Shona Smith of Troutman Sanders LLP acted as legal advisor to Opta Minerals. KPMG acted as third party accountant. Equity Financial Trust Company acted as depository in the transaction.

Speyside Equity Fund I LP, fund of Speyside Equity LLC completed the acquisition of 97.4% stake in Opta Minerals Inc. (TSX:OPM) from SunOpta Inc. (TSX:SOY), Oakwest Corporation Limited and other shareholders on April 6, 2016. Opta Shares will be delisted from the Toronto Stock Exchange on or about April 8, 2016.