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Take Private Transaction

We acted as counsel to the majority shareholders (the “Majority Shareholders”) in connection with their acquisition of all of the outstanding common shares of Grand Power Logistics Group Inc. (TSX-V: GPW) (“Grand Power”) not already owned by them. The Majority Shareholders held approximately 22% of the outstanding Grand Power common shares. The acquisition was conducted pursuant to a three cornered amalgamation (the “Amalgamation”) under the Business Corporations Act (Alberta). Under the terms of the Amalgamation, a private company, the sole shareholders of which were the Majority Shareholders, was amalgamated with Grand Power to form a new company (“Amalco”). The common shares of Grand Power held by Majority Shareholders were exchanged for common shares of Amalco and the common shares of Grand Power held by all other shareholders (the “Minority Shareholders”) were exchanged for redeemable Class A shares of Amalco (the “Class A Shares”). The Class A Shares were immediately redeemed by Amalco at a price of $0.09 per share, for total consideration of approximately $5.7 million being paid to the Minority Shareholders. The transaction was approved by the Minority Shareholders at a special meeting held in December 2016 and the transaction completed on January 5, 2017. Following completion of the transaction, Grand Power is now a private company 100% owned by the Majority Shareholders and has been delisted from the TSX Venture Exchange.