TORONTO, Feb. 08, 2019 (GLOBE NEWSWIRE) -- This notice updates the notice dated December 14, 2018. Goodman & Company, Investment Counsel Inc. (the “ Manager ”) has determined that it is in the best interest of CMP 2017 Resource Limited Partnership (the “ Partnership ”) and its limited partners (each a “ Limited Partner ”) not to complete the proposed Rollover but instead to wind up and dissolve the Partnership in accordance with the terms set out in the amended and restated limited partnership agreement of the Partnership dated January 23, 2017, as summarized in the prospectus of the Partnership dated January 23, 2017 (the “ Dissolution ”). For more information, see “Termination of the Partnership—Dissolution or Continuance” in the prospectus.
The first cash distribution, estimated to be not less than $200 per Unit, is expected to be made on or about February 15, 2019. The net asset value of the Partnership as of February 7, 2019 was $476.74.
The Partnership is not able to transfer all of its assets to Dundee Global Fund Corporation (the “ Mutual Fund ”), as proposed. This is because the Partnership and the Mutual Fund each own securities of a certain issuer, and the Mutual Fund cannot acquire any further securities of such issuer due to the investment restrictions on mutual funds under National Instrument 81-102 Investment Funds .
Accordingly, in order to provide Limited Partners with liquidity in a cost-effective and timely manner, the Manager has determined to proceed with the Dissolution.
Pursuant to the Dissolution, the Partnership will sell all of its assets for cash. After payment of all debts and liabilities of the Partnership along with any liquidation expenses, the remaining cash is to be distributed in one or more instalments to Limited Partners. The distribution is expected to take place in stages. Following the first cash distribution noted above, the Partnership will distribute the net proceeds from the remaining assets (net of any liquidation expenses) from time to time when proceeds are received by the Fund.
The Partnership will continue until such time as all assets are sold and the net proceeds distributed to Limited Partners. The Manager will not charge a management fee to the Partnership following the first cash distribution on February 15, 2019 through to the Dissolution.
Canadian Income Tax Considerations
The following is a summary as of the date of hereof of the principal Canadian federal income tax considerations for a Limited Partner in respect of the Dissolution. This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Limited Partner. Limited Partners should consult their tax advisors regarding the income tax considerations of the Dissolution based on the Limited Partner’s own particular circumstances.
The Limited Partners will be allocated their proportionate share of any income or loss, including any capital gains or capital losses, of the Partnership resulting from the divesture of the Partnership’s assets for cash. The divesture of each asset of the Partnership will result in a capital gain (or capital loss) for the Partnership equal to the amount by which proceeds of disposition exceed (or are less than) the adjusted cost base of such asset and reasonable disposition costs.
The adjusted cost base of a Limited Partner’s units of the Partnership (“ Units ”) will be increased (or decreased) by any income (or loss) of the Partnership allocated to that Limited Partner in respect of such Units, including the full amount of any capital gains and capital losses realized by the Partnership in respect of the divesture of the Partnership’s assets for cash, for fiscal periods ending before that time. The Partnership will be deemed to have a fiscal year ending immediately before the Dissolution. Any distributions of cash to the Limited Partners prior to the Dissolution will decrease the adjusted cost base of each Limited Partner’s Units by the amount distributed to such Limited Partner.
In general terms, the Dissolution will constitute a disposition by a Limited Partner of his or her Units for proceeds of disposition equal the amount of cash and the fair market value of any other property received upon such Dissolution. Each Limited Partner will realize a capital gain (or capital loss) on such disposition equal to the amount by which such proceeds of disposition exceed (or are less than) the adjusted cost base of such Limited Partner’s Units and any reasonable disposition costs. Such adjusted cost base of a Limited Partner’s Units should reflect any capital gains or capital losses allocated to such Limited Partner in respect of the divesture of the assets of the Partnership for cash, and any cash distributions to the Limited Partners, prior to the Dissolution.
About CMP CMP™ is a pioneer in flow-through investing, with a history dating back to when flow-through shares were first introduced by the federal government. Since its creation in 1984, CMP has successfully raised and invested over $3.0 billion in companies active in exploration and development efforts across Canada. When combined with the flow-through limited partnerships of Canada Dominion, the two form the largest flow-through investing platform in Canada, raising a combined total of more than $4.3 billion in assets throughout their history.
About the Manager The Manager is a subsidiary of Dundee Corporation (TSX:DC.A). The Manager is a registered portfolio manager and exempt market dealer across Canada, and a registered investment fund manager in the provinces of Ontario, Quebec and Newfoundland and Labrador.
For more information, contact our Customer Relations Centre at 1.866.694.5672 or visit www.goodmanandcompany.com .
