REASONS FOR JUDGMENT
Woods J.
I. Introduction
[1]
Agnico-Eagle Mines Limited (“Agnico”), a taxable
Canadian corporation, issued US-denominated convertible debentures in 2002 at
an aggregate price of US $143,750,000. This appeal raises an interesting
question as to whether Agnico realized foreign exchange gains when the
convertible debentures were converted and redeemed for Agnico’s common shares.
[2]
Agnico was assessed for the 2005 and 2006
taxation years on the basis that it realized deemed capital gains in the
amounts of $4,499,360 and $57,676,430, respectively, pursuant to subsection
39(2) of the Income Tax Act. Agnico appeals from these assessments and
submits that no foreign exchange gains were realized.
[3]
The essence of the Crown’s position is that
foreign exchange gains were realized because the conversions and redemption resulted
in a repayment of the debt equal to its US dollar principal amount which had
decreased when translated to Canadian dollars (Respondent’s Submissions, para.
35).
[4]
Due to fluctuations in currency, the principal
amount expressed in Canadian dollars decreased by approximately 40 percent at
the time of the conversions and the redemption, from approximately Cdn $1,588
to Cdn $1,150 per convertible debenture.
[5]
Agnico, on the other hand, suggests that the
principal amount of the debt became irrelevant once holders exercised their
rights of conversion, as most of them did. It submits that a gain could not
have been realized because it borrowed far less than it paid out in Canadian
dollar terms (i.e., $228,289,375 borrowed and $280,987,312 paid out, measured
by the value of common shares issued to holders).
[6]
As far as I am aware, this is the first time
that a Canadian court has considered this issue.
[7]
For the reasons below, the conclusion that I
have reached is that a foreign exchange gain was realized only with respect to
the redemption, and not with respect to the conversions.
[8]
In these reasons, dollar amounts are in Canadian
dollars unless otherwise noted.
II. Background facts
[9]
The facts below are based mainly on a Partial
Agreed Statement of Facts (ASF).
[10]
Agnico is in the business of producing gold and
has operations in several countries. It is a public corporation governed by the
Business Corporations Act (Ontario), and at the relevant time its common
shares (“Common Shares”) were listed on the New York Stock Exchange (NYSE) and
the Toronto Stock Exchange (TSX).
Terms of
Convertible Debentures
[11]
On or around February 15, 2002, 143,750
convertible subordinated debentures (“Convertible Debentures”) of Agnico were
acquired by investors pursuant to a prospectus at a price of US $1,000 each.
The Convertible Debentures traded on the TSX.
[12]
The terms of the Convertible Debentures were set
out in an Indenture between Agnico and Computershare Trust Company of Canada, which provided as follows:
(a) the annual interest rate
was 4.50 percent;
(b) the principal amount was US $1,000, which was
payable at maturity on February 15, 2012;
(c) each Convertible Debenture was redeemable at the
option of Agnico on or after February 15, 2006 for a redemption price
(“Redemption Price”) equal to the principal amount plus accrued and unpaid
interest. Agnico had the option of delivering Common Shares on redemption
instead of cash; and
(d) each
Convertible Debenture was convertible at the option of a holder into 71.429
Common Shares at any time prior to redemption or maturity. In the event that a
notice of redemption was issued by Agnico, the conversion right could be
exercised up to the date of redemption.
[13]
Based on the conversion rate of 71.429 Common
Shares for each Convertible Debenture, the Common Shares would need a value of
US $14.00 in order for a holder to receive the equivalent of US $1,000 on a
conversion. Upon issuance of the Convertible Debentures, the Common Shares were
trading on the NYSE at approximately US $12.68.
[14]
For simplicity, the TSX trading price of the
Common Shares is not referred to in these reasons. As far as I can determine,
nothing turns on this in this appeal.
[15]
The Convertible Debentures were on account of
capital to Agnico.
Details of
conversions
[16]
Of the 143,750 Convertible Debentures that were
originally issued in 2002, 142,639 were converted into Common Shares during
2005 and 2006. Most of the conversions took place after Agnico issued a notice
of redemption late in 2005.
[17]
At the conversion dates, the Common Shares
traded on the NYSE at prices that varied between US $14.63 and US $24.15. Since
a trading price of US $14.00 would give a converting holder the equivalent of
US $1,000 per Convertible Debenture, all converting holders received Common
Shares with an aggregate trading price greater than the principal amount of the
debt.
Details of the redemption
[18]
On December 20, 2005, Agnico gave notice that it
would redeem all outstanding Convertible Debentures on February 15, 2006, which
was the earliest date possible under the Indenture. Agnico had the option to
redeem the Convertible Debentures for Common Shares, which it exercised.
[19]
The redemption price payable on redemption was
equal to the principal amount of the debt plus accrued but unpaid interest (the
“Redemption Price”). The unpaid interest at the time of the redemption was US
$22.68, and therefore the Redemption Price was US $1,022.68.
[20]
A notice of redemption sent to holders informed
them that any Convertible Debentures outstanding on February 15, 2006 would be
redeemed for 63.4767 Common Shares per Convertible Debenture. The number of
shares was determined in accordance with a formula in the Indenture.
[21]
Since a greater number of Common Shares would be
issued on conversion than the redemption (71.429 versus 63.4767), most holders
exercised their right to convert after receiving the notice of redemption.
[22]
The value of the Common Shares as determined by
the redemption formula was US $16.58. On the date of redemption, the Common
Shares actually closed trading on the NYSE at US $23.92.
Relevant
currency translation
[23]
The foreign exchange rates applicable at dates
relevant to this appeal are:
(a) at the date of issuance of the Convertible
Debentures, one US dollar was exchangeable for 1.5881 Canadian dollars;
(b) at the conversion dates, one US dollar was
exchangeable for Canadian dollars which varied from 1.1443 to 1.1726; and
(c) at the redemption date, one US dollar was
exchangeable for 1.1541 Canadian dollars.
[24]
The aggregate principal amount of the
Convertible Debentures expressed in Cdn dollars at the date of issuance was
$228,289,375.
[25]
In 2005, 10,855 Convertible Debentures were
converted. Expressed in Cdn dollars at the time of issuance, the Convertible
Debentures were issued for an aggregate of $17,238,825. Expressed in Cdn
currency at the time of the conversions, the Common Shares issued on the
conversions had an aggregate trading price of approximately $17,010,810. (In
these reasons, cash for fractional shares is ignored.)
[26]
In 2006, 131,784 Convertible Debentures were
converted. Expressed in Cdn dollars at the time of issuance, they were issued
for an aggregate of $209,286,170. Expressed in Cdn dollars at the time of the
conversions, the Common Shares issued on the conversions had an aggregate trading
price of approximately $262,029,722.
[27]
In 2006, 1,111 Convertible Debentures were
redeemed. Expressed in Cdn dollars at the time of issuance, they were issued
for an aggregate of $1,764,379. Expressed in Cdn dollars at the time of the
redemption, the Common Shares issued on the redemption had an aggregate trading
price of approximately $1,946,780.
Accounting
treatment
[28]
Both parties took the view that the accounting
treatment of the transactions was not relevant to the appeal. Accordingly, no
specific accounting evidence was introduced.
Stated
capital account
[29]
Agnico maintains an account for purposes of the
stated capital provisions of the Business Corporations Act (Ontario), which is expressed in Canadian dollars.
[30]
The following resolution was passed by Agnico’s
board of directors on January 31, 2002 with respect to the Common Shares
issuable under the Convertible Debentures:
11. it
is hereby determined that the aggregate consideration for the issue from time
to time of each common share of the Company issuable upon the conversion,
redemption or maturity of the Debentures or other common shares that may be
issued pursuant to the terms of the Indenture (the “Underlying Common Shares”)
shall be as described in and on the terms provided for under the Indenture (the
“Consideration”) and that the fair value of the Consideration is not less than
the amount of money that the Company would have received if the Underlying
Common Shares had been issued for money;
[31]
The board of directors did not pass any
resolution adding a specific dollar amount to stated capital with respect to
the issuance of Common Shares on conversion or redemption. Neither party
suggested that this affected the validity of the shares.
[32]
At the hearing, Agnico sought to introduce
expert evidence regarding the appropriate addition to a corporation’s stated
capital account on the conversion of debentures into shares. Agnico submitted
that the expert’s report is admissible since it relates to commercial practice
rather than domestic law.
[33]
The relevance of the expert opinion is
questionable, but in any event I concluded that the expert report should be excluded
on the basis that the fundamental nature of the report was an opinion on
domestic law as to the requirements concerning stated capital accounts in the Business
Corporations Act (Ontario). It is well established that an expert opinion
on domestic law is not admissible.
Income tax
assessments
[34]
Agnico was assessed on the basis that it
realized deemed capital gains on conversions and the redemption pursuant to s.
39(2) of the Act. The amounts assessed are the same as if the principal
amount had been repaid in cash.
[35]
The Minister determined the gains by applying
approximate rates of exchange to the principal amount of the debt on the date
of issuance and on the dates the Convertible Debentures were extinguished by
conversions and the redemption. This resulted in assessments of deemed capital
gains in the amounts of $4,499,360 and $57,676,430 for the 2005 and 2006
taxation years, respectively.
III. Positions
of parties
[36]
The position of the Crown is reproduced below
from the Amended Reply.
33. The
appellant’s liability in respect of the convertible debentures decreased by
virtue of a fluctuation in the value of the US dollar relative to the Canadian
dollar, between their issuance and conversions or redemptions. That liability
decreased by CDN $4,499,360 with respect to the convertible debentures
converted in 2005 and by CDN $57,676,430 with respect to the convertible
debentures converted or redeemed in 2006.
34. As a
result of the fluctuation in the value of the US dollar relative to the
Canadian dollar, the appellant was able to discharge, on the conversions and
redemptions of the convertible debentures, its initial liability of CDN
$17,238,826 for CDN $12,739,466 with respect to its 2005 taxation year and its
initial liability of CDN $211,050,550 for CDN $153,374,120 with respect to its
2006 taxation year.
35. As a
result, by virtue of the fluctuation in the value of the US dollar relative to
Canadian currency, the appellant realized capital gains of $4,499,360 and
$57,676,430 for its 2005 and 2006 taxation years, respectively.
36. Subsection
51(1) of the Act has no impact on the capital gains realized by the appellant.
This subsection applies only to the debenture holder whose debenture is
converted or redeemed for shares of a corporation.
[37]
The position of Agnico is reproduced from the
Further Amended Notice of Appeal.
43. The Appellant could not realize a capital gain in either
of its 2005 or 2006 taxation years pursuant to subsection 39(2) as a result of
the 2005 and 2006 Conversions for the following reasons:
(i) Subsection 39(2) had no application to the 2005 and 2006
Conversions. The Appellant did not redeem the Convertible Debentures that were
converted on either the 2005 or 2006 Conversions. The Convertible Debentures
represented a subscription price for those Common Shares that were issued on
the conversions. On the conversions of the Convertible Debentures, the
Appellant accepted the subscription price for the Common Shares into which the
Convertible Debentures were converted;
(ii) Pursuant to subsection 261(2), the amount the Appellant
received for the Common shares was fixed in 2002 and did not vary by virtue of
any fluctuations in the exchange rate for $US and $CDN after that time. The
Appellant received no further amounts in its 2005 and 2006 taxation years in
which the Minister alleges the Appellant realized substantial gains;
(iii) The fair market value of the Common shares issued on the
conversions of the Convertible Debentures was in excess of the Principal Amount
of the Convertible Debentures converted during the years in issue;
(iv) The Appellant received $CDN 17,238,825 for the issuance
of the Convertible Debentures that were converted into Common Shares in 2005
and $CDN 209,286,170 for the issuance of the Convertible Debentures that were
converted into Common Shares in 2006. The stated capital of the Common Shares
was increased by each of these amounts; and
(v) Subsection
51(1) provides that on a conversion of the Convertible Debentures, there is no
acquisition or disposition of property; as a result there was no transaction
that could give rise to a gain or loss in either 2005 or 2006.
44. The
Appellant accepts that it could have realized a foreign exchange gain pursuant
to the provisions of the Act on the redemption of the 1,111 Convertible
Debentures in 2006 but in fact did not do so. The Common Shares the Appellant
issued on the redemption of those Convertible Shares had a Canadian dollar
value in excess of the Canadian dollar amount for which those Convertible
Debentures were issued. The Minister has incorrectly determined that the
Appellant realized a gain in respect of the redemption of the 1,111 Convertible
Debentures in 2006.
IV. Analysis
General scheme
of Act
[38]
Traditionally, a foreign exchange gain or loss
has been considered to be realized upon repayment of a debt denominated in
foreign currency, even if there is no actual conversion of the borrowed money
into Canadian dollars. This view has more recently been confirmed in
legislation.
[39]
The relevant provisions of the Act with
respect to debt on capital account are subsections 39(2) and 261(2). Subsection
39(2) provides in general that if a gain is realized due to foreign currency
fluctuations, the gain is deemed to be a capital gain from the disposition of
foreign currency. If there is no actual conversion of the foreign currency, subsection
261(2) of the Act requires that the foreign currency be translated into
Canadian dollars at the relevant spot rates.
[40]
The application of these provisions to a
repayment of debt denominated in foreign currency is relatively
straightforward. The issue price of the debt is translated into Canadian
dollars computed at the date of issue and the amount paid on repayment is
translated into Canadian dollars computed at the date of repayment. If the debt
is on capital account, any decrease in these amounts is deemed to be a capital
gain under s. 39(2).
[41]
The relevant provisions of the Act, as
they read for the relevant taxation years, are reproduced below.
39(2) Capital gains and losses in respect of foreign currencies - Notwithstanding
subsection (1), where, by virtue of any fluctuation after 1971 in the value of
the currency or currencies of one or more countries other than Canada relative to Canadian currency, a taxpayer has made a gain or sustained a loss in a
taxation year, the following rules apply:
(a) the
amount, if any, by which
(i)
the total of all such gains made by the taxpayer in the year (to the extent of
the amounts thereof that would not, if section 3 were read in the manner
described in paragraph 1(a) of this section, be included in computing the
taxpayer's income for the year or any other taxation year)
exceeds
(ii)
the total of all such losses sustained by the taxpayer in the year (to the
extent of the amounts thereof that would not, if section 3 were read in the
manner described in paragraph 1(a) of this section, be deductible in computing
the taxpayer's income for the year or any other taxation year), and
(iii) if the taxpayer is an individual, $200,
shall
be deemed to be a capital gain of the taxpayer for the year from the disposition
of currency of a country other than Canada, the amount of which capital gain
is the amount determined under this paragraph; and
(b)
the amount, if any, by which
(i) the
total determined under subparagraph (a)(ii),
exceeds
(ii)
the total determined under subparagraph (a)(i), and
(iii)
if the taxpayer is an individual, $200,
shall
be deemed to be a capital loss of the taxpayer for the year from the
disposition of currency of a country other than Canada, the amount of which
capital loss is the amount determined under this paragraph.
[…]
261(2) Canadian currency requirement - In determining the Canadian
tax results of a taxpayer for a particular taxation year,
(a)
subject to this section, other than this subsection, Canadian currency is to be
used; and
(b) subject to this
section, other than this subsection, subsection 79(7) and paragraphs 80(2)(k)
and 142.7(8)(b), if a particular amount that is relevant in computing those
Canadian tax results is expressed in a currency other than Canadian currency,
the particular amount is to be converted to an amount expressed in Canadian
currency using the relevant spot rate for the day on which the particular
amount arose.
Application
to conversions
[42]
This appeal concerns the potential application
of s. 39(2) and s. 261(2) to the conversions and the redemption of the
Convertible Debentures. The analysis will begin with the conversions because
they account for almost all of the amounts assessed.
[43]
The Convertible Debentures are on capital
account to Agnico. Accordingly, s. 39(2) will require capital gains to be
realized if the conversions result in gains to Agnico due to foreign currency
fluctuations.
[44]
The central question, then, is whether Agnico
realized gains on the conversions due to foreign currency fluctuations.
[45]
This inquiry necessitates a comparison of the
amount received for the issuance of the Convertible Debentures and the amount
paid for the extinguishment of the Convertible Debentures on the conversions,
with both amounts reflected in Canadian dollars. If there is any doubt that a
Convertible Debenture was extinguished on a conversion, the doubt is removed by
Article 2.15 of the Indenture (last paragraph).
[46]
It is useful to begin by viewing the matter from
an economic standpoint. Viewed from this lens, it is clear that Agnico did not
realize gains on the conversions and instead incurred an aggregate loss. In
other words, the amount Agnico received for the issuance of the Convertible
Debentures was much less than what it paid out measured by the trading price of
the Common Shares issued on the conversions.
[47]
This is not the end of the matter, however. The
measure of what Agnico paid out by issuing Common Shares is not necessarily
reflected by the shares’ trading price. Rather, the amount paid out by Agnico
is the amount for which the Common Shares were issued: Teleglobe Canada Inc.
v The Queen, 2002 FCA 408 and King Rentals Ltd. v The Queen, 96 DTC
1132 (TCC).
[48]
Teleglobe instructs
that the amount paid for the issuance of shares that are issued in exchange for
property is the “true consideration” for the shares, which is generally
determined by the agreement of the parties. It may also be reflected in the
stated capital account maintained for the shares because a corporation is
required to reflect the true consideration in this account.
[49]
Pelletier J.A. describes the principle at
paragraph 31 of Teleglobe:
[31] Absent factors which would make
the transaction impeachable, the agreement of the parties determines the cost
to the corporation of issuing shares in exchange for property. By statute, the
corporation is bound to reflect the true consideration received for the
issuance of the shares in its capital accounts. As a result, while one can say
that the capital accounts are an indication of the agreement between the
parties, it is the agreement of the parties, not the capital accounts which is
determinative of the cost. Consequently, the trial judge was correct in saying
that the consideration was the amount agreed between the parties and
"reflected" in the director's resolution and in the increase to the
stated capital of the classes of shares issued (see paragraph 12 above).
[50]
It is necessary, then, to search for the consideration as agreed
by the parties and as reflected in the stated capital account.
[51]
In this case, the stated capital account
maintained by Agnico does not provide assistance because no specific dollar
amount was added to this account by Agnico with respect to the conversions.
[52]
I turn then to the transaction documents which
set out the terms of the Convertible Debentures. The Indenture and the
Prospectus clearly contemplate that the Common Shares are to be issued for US
$14.00 per Common Share, which is equal to US $1,000 on a per Convertible
Debenture basis (first page of Prospectus, and section 12.2 of the Indenture
which states a conversion rate of “71.429 shares per U.S.$1,000 Principal
Amount of Securities”).
[53]
Agnico suggests, in effect, that these
provisions do not reflect the agreement of the parties. It suggests that the
Common Shares are issued for the fair market value of the Convertible
Debentures at the time of the conversions, which is approximately equal to the
trading price of the Common Shares.
[54]
The basis for this argument, as I understand it,
is that the parties have agreed to exchange the Convertible Debentures for
Common Shares. I do not agree with this submission because it does not give due
weight to the transaction documents and it does not accurately reflect the true
consideration received by Agnico for the Common Shares. Agnico received US $1,000
per Convertible Debenture and for this it was committed to issue 71.429 Common
Shares. It was this commitment which led to the Common Shares being issued. It
was not because Agnico received the fair market value of the Convertible
Debentures.
[55]
I conclude, then, that the consideration
received for the issuance of the Common Shares is US$14 per Common Share or US $1,000
per Convertible Debenture. Further, in accordance with Teleglobe, this
is the amount paid by Agnico for the extinguishment of the Convertible
Debentures on the conversions.
[56]
Where does this leave us? In the result, the
amount received by Agnico on issuance of a Convertible Debenture and the amount
paid by Agnico for the extinguishment of a Convertible Debenture is in each
case US $1,000.
[57]
The remaining piece of the puzzle is to
translate these two amounts into Canadian dollars, as required by s. 261(2).
[58]
Subsection 261(2) requires that the relevant amounts
be translated into Canadian dollars at the spot rates when the amounts “arose.”
[59]
The appropriate translation date for the amount
received by Agnico for the issuance of the Convertible Debentures is not in
dispute – it is the date of issuance of the Convertible Debentures, which is approximately
February 15, 2002.
[60]
It is less clear what the appropriate
translation date should be for the amount paid out by Agnico on the conversions.
Agnico suggests that the appropriate date is when the Convertible Debentures
were issued. The Crown suggests that the appropriate date is when the debt was
extinguished.
[61]
In my view, the appropriate translation date
should be when the consideration for the Common Shares was received by Agnico. Was
this the amount paid on issuance of the Convertible Debentures or was it the
amount of the debt that was extinguished on the conversion? This is a difficult
issue, partly because the relevant amounts are the same – US $1,000.
[62]
The conclusion that I have reached is that the
appropriate translation date in this particular case is the date that the
Convertible Debentures were issued. This is when the true consideration for the
issuance of the Common Shares was received by Agnico. I wish to emphasize that
this conclusion is dependant on the facts of this particular case.
[63]
I have been assisted in this conclusion by an
analogy to a simple example in which the relevant amounts are different.
Suppose convertible debentures are issued for $1,500, the principal amount of the
debt is $1,100, and the convertible debentures are convertible for a fixed
number of common shares. On conversion of the convertible debentures for common
shares, what is the consideration for the shares? Is it $1,500 or is it $1,100?
In my view, the true consideration is $1,500. This amount was received by the
issuer, and in return the holder was entitled to a fixed amount of common
shares. To conclude that holders paid only $1,100 for the common shares does
not reflect reality.
[64]
The Crown’s position is that the consideration
is not the issue price of the Convertible Debentures but the principal amount
of the debt at the time of the conversions. It relies on section 12.3 of the
Indenture which deals with Conversion Procedures. The relevant excerpt is set
out below.
No
payment or adjustment will be made for dividends on or other distributions with
respect to any Common Shares except as provided for in Article 12. The
Common Shares issued on the conversion (together with the cash payment, if
any, in lieu of fractional shares) shall be applied to fully satisfy the
Company’s obligation to repay the Principal Amount. (Emphasis added)
[65]
I respectfully disagree with the Crown that the
sentence above is intended to reflect the consideration for the Common Shares. This
sentence is buried in a lengthy section dealing with conversion procedures, and
it has a more limited purpose, in my view.
[66]
All that section 12.3 appears to accomplish is
to ensure that the debt has been satisfied on a conversion. But the issuance of
the Common Shares does more than satisfying the debt. It also satisfies Agnico’s
commitment to issue Common Shares that is embedded in the conversion right.
[67]
For these reasons, I conclude that the
equivalent of $1,588 per Convertible Debenture was received on issuance of the
Convertible Debenture and the same amount was paid for the extinguishment of
the Convertible Debentures on the conversions. There is no foreign exchange
gain.
[68]
In light of this conclusion, it is not necessary
that I consider Agnico’s further submission concerning the rollover in
subsection 51(1) of the Act.
[69]
Finally, I would comment that I have not relied
on a judicial decision that was strongly relied on by Agnico for the
proposition that the consideration for the shares is the issue price of the
convertible debentures: Insight Venture Associates III, LLC v SLMSOFT Inc.,
67 OR (3rd) 115 (OSCJ). This was a decision dealing with convertible debentures
in a commercial law context. I have not placed reliance on it because the oral
reasons in that case are not sufficiently clear on the point.
Application
to redemption
[70]
I now turn to the redemption of the Convertible
Debentures which occurred on February 15, 2006.
[71]
Agnico submits that it did not realize a foreign
exchange gain on the redemption because it paid out more than it received. The
basis for this position is that the trading price of the Common Shares issued
on redemption had a value greater than the amount received on issuance of the
Convertible Debentures.
[72]
The Crown, on the other hand, submits that
Agnico paid out less than the amount received because the amount paid on
redemption was based on the principal amount which had decreased in Canadian
dollar terms.
[73]
I agree with the Crown’s position on this issue.
The terms of the Indenture make it clear that the Common Shares issued on
redemption are in satisfaction of the Redemption Price which became due and
payable on the date of redemption (section 3.5 of the Indenture.) The
Redemption Price was US $1,022.68 for each Convertible Debenture, which is
equal to the principal amount plus unpaid interest (ASF, Tab C).
[74]
For purposes of determining the number of Common
Shares that would be issued to satisfy the Redemption Price, the Indenture
contained a formula that valued the Common Shares at a price different than the
trading price on the date of redemption. In particular, the formula used
earlier trading prices and a discount. In accordance with the formula, 63.4767
Common Shares were issued for each Convertible Debenture.
[75]
Based on the provisions of the Indenture, I have
concluded that the consideration for the issue of the Common Shares was US
$1,022.68 for 63.4767 Common Shares.
[76]
Agnico’s submission that the Common Shares
should be valued at the trading price at the time of redemption fails to take
due account of the relevant provisions of the Indenture.
[77]
The determination by the Minister of the foreign
exchange gain on redemption will be upheld, and this part of the appeal will be
dismissed.
V. Conclusion
[78]
In summary, I would conclude that no foreign
exchange gains were realized on the conversions and that the Minister’s
determination of foreign exchange gain on the redemption should be upheld.
[79]
Costs will be awarded to Agnico.
Signed at
Ottawa, Ontario this 4th day of November 2014.
“J.M. Woods”
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