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Each Class D share will be entitled to vote, will be redeemable and retractable for $XXXXXXXXXX per share, will have the right to receive an annual XXXXXXXXXX % cumulative dividend and will have priority over common shares on a wind-up or liquidation. 19.3XXXXXXXXXX will issue one Class D share to Holdco for $XXXXxXXXXX cash consideration. 20. ...

Principal Issues: classification of shares in co-op Position: can be either investment or business in this situation since transfer is XXxXXXXxXX % of the property so there is no classification problem Reasons: xxxxxxxxxx xxxxxxxxxx 3-991254 xxxxxxxxxx Attention: xxxxxxxxxx xxxxxxxxxx, 1999 Dear Sirs: Re: Advance income tax ruling xxxxxxxxxx We are writing in response to your letters of xxxxxxxxxx wherein you requested an advance income tax ruling in respect of the above taxpayer. ...

Of Shares Class of Shares % of Class XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX The details of the trusts described herein and its respective beneficiaries are as follows: Trust Beneficiaries XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX Each of the individuals and trusts described herein is a resident of Canada. 3. ...

XXXXXXXXXX 2021-088761 XXXXXXXXXX, 2021 Dear XXXXXXXXXX: Re: Advance Income Tax Ruling Request – XXXXXXXXXX Plan (“Supplementary Plan”) XXXXXXXXXX (the “Taxpayer”) This is in reply to your letter of XXXXXXXXXX requesting an advance income tax ruling (“Ruling”) on behalf of the above-named Taxpayer. ...

General Facts Relating to the XXXXXXXXXX Business XXXXXXXXXX The partners in the XXXXXXXXXX Partnership, together with their respective ACB’s in their partnership interests, are set forth below: Anticipated Partnership ACB as at ACB as at Interest XXXXXXXXXX $ $ XXXXXXXXXX The interest in the XXXXXXXXXX Partnership held by each of XXXXXXXXXX was held by the particular partner on February 22, 1994 and has been an excluded interest, within the meaning of subsection 40(3.15), continuously since that time. ... The outstanding common shares of XXXXXXXXXX owned by XXXXXXXXXX currently have a nominal FMV of $XXXXXXXXXX and following the proposed transfer of the shares of XXXXXXXXXX and the shares of XXXXXXXXXX (currently owned by XXXXXXXXXX) to XXXXXXXXXX, as described in Paragraph 39, will continue to have a nominal FMV of $XXXXXXXXXX Associated Corporations The XXXXXXXXXX Group owns the following share interests in the Associated Corporations: Percentage of Outstanding Estimated Shares Held ACB FMV $ $ XXXXXXXXXX FMV of the shares of the Associated Corporations, other than XXXXXXXXXX, is based on the closing share price on the relevant stock exchange on XXXXXXXXXX. ... Immediately after the share for share exchange described herein, the FMV of each XXXXXXXXXX Shareholder's shares of the capital stock of Newco1 will be equal to or approximate the amount determined by the formula (A x B) + D C as found in subparagraph (b)(iii) of the definition of "permitted exchange" in subsection 55(1) of the Act. ...

Interest accrues on this loan at XXXXXXXXXX % per annum plus a gross-up for withholding tax and principal and interest is payable on demand, subject to the subordination and postponement agreement referred to in subparagraph (a) above. ... Interest accrues on this loan at XXXXXXXXXX % per annum. The XXXXXXXXXX is secured by a subordinated charge over the Assets. d) XXXXXXXXXX XXXXXXXXXX Both the XXXXXXXXXX bear interest at the rate of XXXXXXXXXX % per annum. ... The common shares issued to XXXXXXXXXX will represent an approximate XXXXXXXXXX % interest in the common share equity of XXXXXXXXXX. 92. ...

Prior to entering into the Proposed Transactions, the issued and outstanding shares of the capital stock of DC, which represent Capital Property to its shareholders, will be held as follows: Shareholder # common shares PUC ACB FMV 6XCo XXXXXXX $XXXXXXX $XXXXXXX $XXXXXXX 5XCo XXXXXXX $XXXXXXX $XXXXXXX $XXXXXXX Shareholder # class A preferred PUC ACB FMV shares (voting) 6X XXXXXXX $XXXXXXX $XXXXXXX $XXXXXXX 5X XXXXXXX $XXXXXXX $XXXXXXX $XXXXXXX Shareholder # class C preferred PUC ACB FMV Shares (non-voting) 5X XXXXXXX $XXXXXXX $XXXXXXX $XXXXXXX 5. 6X, 8X and 5X are the directors of DC. 6. ...

DC files its federal corporate tax returns at the XXXXXXXXXX Tax Centre and its tax affairs are administered by the XXXXXXXXXX Tax Services Office; "DC Butterfly Shares" means the new class of shares in the capital of DC described in Paragraph 23; "DC Butterfly Share Redemption Amount" has the meaning set out in Paragraph 23; "DC Common Shares" means the A Common Shares, B Common Shares and C Common Shares described in Paragraph 2; "DC Group" means DC and its Subsidiaries including Subco 1, Subco 2, Subco 3, Foreignco 1, Foreignco 2 and Foreignco 3; "DC New Common Shares" means the Class D Common Shares, Class E Common Shares, Class F Common Shares, Class G Common Shares, and Class H Common Shares of DC described in Paragraph 23; "DC Preferred Shares" means the A Preferred Shares and B Preferred Shares described in Paragraph 2; "DC Redemption Note" means the promissory note to be issued by DC, as described in Paragraph 41; "DC Retained Business" means the production, processing and sale of XXXXXXXXXX business carried on by DC indirectly through its Subsidiaries including Subco 1, Subco 2, Subco 3, Foreignco 1, Foreignco 2 and Foreignco 3, as described in Paragraph 5; "DC Share Exchange" has the meaning set out in Paragraph 24; "DC Shares" means the DC Common Shares and the DC Preferred Shares described in Paragraph 2; "DC Shareholder" means a holder of DC shares; "DC Transferred Business 1" means DC's XXXXXXXXXX business carried on indirectly through Subco 1, as described in Paragraph 5; "DC Transferred Business 2" means DC's XXXXXXXXXX business carried on indirectly through Subco 1, as described in Paragraph 2; "distribution" has the meaning assigned by subsection 55(1); "dividend rental arrangement" " has the meaning assigned by subsection 248(1); "Effective Date" means the effective date of the Plan of Arrangement; "Effective Time" means XXXXXXXXXX on the Effective Date, which is the time that the Proposed Transactions will be implemented; "eligible dividend" has the meaning assigned by subsection 89(1); "eligible property" has the meaning assigned by subsection 85(1.1); "FMV" means fair market value, being the highest price available in an open and unrestricted market between informed prudent parties acting at arm's length and without compulsion to act, expressed in terms of cash; "foreign affiliate" has the meaning assigned by subsection 95(1); "Foreignco 1" means XXXXXXXXXX, which is a company incorporated under Act 2 and a member of the DC Group; "Foreignco 2" means XXXXXXXXXX, which is a company incorporated under Act 2 and a member of the DC Group; "Foreignco3" means XXXXXXXXXX, which is a company incorporated under Act 4 and a member of the DC Group; "forgiven amount" has the meaning assigned by subsection 80(1) and subsection 80.01(1); "guarantee agreement" has the meaning assigned by subsection 112(2.2); "inventory" has the meaning assigned by subsection 248(1); "Invited Employees" has the meaning set out in Paragraph 11; "PUC" means paid-up capital, as defined in subsection 89(1); "Paragraph" refers to a numbered paragraph in this letter; "Participant" means a DC Shareholder, other than a Dissenting Shareholder; "Plan of Arrangement" means a plan of arrangement under Act 3 in the form to be approved by the DC Shareholders to effect the spinoff divisive reorganization as described in the Proposed Transactions, as amended, modified or supplemented from time to time in accordance with the arrangement agreement entered into between DC and Spinco, the Plan of Arrangement or at the direction of the court; "prepaid expenses" means the rights arising out of the prepayment of expenses; "principal amount" has the meaning assigned by subsection 248(1); "private corporation" has the meaning assigned by subsection 89(1); "proceeds of disposition" has the meaning assigned by section 54; "Proposed Transactions" means the proposed transactions which are described in Paragraphs 17 to 43 inclusively; "XXXXXXXXXX Dividends" means ordinary course dividends paid by DC pursuant to its long-standing policy to declare and pay, subject to maintaining DC's financial integrity, dividends XXXXXXXXXX over a fiscal year; "RDTOH" means refundable dividend tax on hand, within the meaning of subsection 129(3); "related persons" means, in relation to a particular person, another person who is related to the particular person by virtue of subsection 251(2), as modified for the purposes of section 55 by paragraph 55(5)(e); "Repurchase Dissent Right" means a right of a DC Shareholder to require DC to repurchase any particular class of its DC Shares as provided under Act 3, or as required by an order of the court in respect of the arrangement agreement entered into between DC and Spinco and the Plan of Arrangement, as described in Paragraph 19; "restricted financial institution" has the meaning assigned by subsection 248(1); "Sale Note" has the meaning set out in Paragraph 31; "series of transactions or events" includes the transactions or events referred to in subsection 248(10); "short-term preferred share" has the meaning assigned by subsection 248(1); "significant influence" has the meaning assigned by Section 3051.04 of the Accounting Standards for Private Enterprises or by IAS 28 of the International Financial Reporting Standards, as more particularly described in Paragraph 35(iii); "specified class" has the meaning assigned by subsection 55(1); "specified financial institution" has the meaning assigned by subsection 248(1); "specified investment business" has the meaning assigned by subsection 125(7); "specified shareholder" has the meaning assigned by subsection 248(1), as modified by subsections 55(3.2), (3.3) and (3.4); "Spinco" means XXXXXXXXXX, that was incorporated under Act 3 on XXXXXXXXXX; "Spinco Common Shares" means the common shares in the capital of Spinco described in Paragraph 13; "Spinco Redemption Note" means the promissory note described in Paragraph 39; "Spinco Redemption Shares" means the class of preferred shares in the capital of Spinco described in Paragraph 22; "Spinco Redemption Share Amount" has the meaning set out in Paragraph 22; "Spinco Share Exchange" has the meaning set out in Paragraph 27; "stated capital" in respect of the share capital of a corporation has the meaning assigned by the statute by which the corporation is governed at the relevant time; "Subco 1" means XXXXXXXXXX, which is a company incorporated under Act 1 and a member of the DC Group; "Subco 1 Land 1" has the meaning set out in Paragraph 7; "Subco 1 Land 2" has the meaning set out in Paragraph 7; "Subco 1 Retained Business" means Subco 1's XXXXXXXXXX business described in Paragraph 10; "Subco 1 Services Business" has the meaning set out in Paragraph 10(a); "Subco 1 Shares" means the shares of Subco 1, as described in Paragraph 6; "Subco 1 Transferred Business 1" means Subco 1's XXXXXXXXXX business described in Paragraph 7; "Subco 1 Transferred Business 2" means Subco 1's XXXXXXXXXX business described in 7; "Subco 2" means XXXXXXXXXX, which is a company incorporated under Act 1 and a member of the DC Group; "Subco 2 Lease" has the meaning set out in Paragraph 10(c); "Subco 2 Property 1" has the meaning set out in Paragraph 10(b); "Subco 3" means XXXXXXXXXX, which is a company incorporated under Act 1 and a member of the DC Group; "Subsidiaries" means the subsidiaries of DC, which include Subco 1, Subco 2, Subco 3, Foreignco 1, Foreignco 2 and Foreignco 3; "taxable Canadian corporation" has the meaning assigned by subsection 89(1); "taxable dividend" has the meaning assigned by subsection 89(1); "taxable preferred shares" has the meaning assigned by subsection 248(1); "taxable RFI share" has the meaning assigned by subsection 248(1); "taxation year" has the meaning assigned by subsection 249(1); "term preferred shares" has the meaning assigned by subsection 248(1); "Transfer" means the transfer by DC of the Transferred Assets to Spinco, as described in Paragraph 37; "Transferred Assets" means all of the Subco 1 Shares held by DC to be transferred to Spinco, as described in Paragraph 37; and "Units" has the meaning set out in Paragraph 11. ... Immediately before the Transfer, the aggregate FMV of the Spinco Common Shares owned by each Participant will be equal to or approximate the amount determined by the formula: (A × B/C) + D as set out in subparagraph (b)(iii) of the definition of "permitted exchange" in subsection 55(1), on the assumption that each Participant is a participant, DC is the distributing corporation and Spinco is the acquiror. ...

2009 Ruling 2007-0256411R3- Public butterfly Unedited CRA Tags 55(1); 55(3)(b); 55(3.1)(b); 55(3.1)(c) Principal Issues: Whether the distribution of Amalco's cash & near cash and investment property to TC1 qualifies for the butterfly exemption stated in paragraph 55(3)(b) of the Act Position: The transactions to be completed prior to and after the distribution of Amalco's property will not be subject to subparagraph 55(3.1)(b)(ii) and paragraph 55(3.1)(c), and, as a result, will not taint the butterfly reorganization. ... "Specified Financial Institution" has the meaning assigned by subsection 248(1) of the Act; 30.1 "Subject Assets" means the types of property owned by Amalco (cash & near cash and investment assets) immediately after the redemption of the New Public Preferred Shares on Day 1 that will be distributed to TC1 Subco in the proportion described in paragraph 69 below; 31. ... The share capital of TC1 Subco will be amended by the creation of XXXXXXXXXX Class A preference shares having a par value of $ XXXXXXXXXX per share and an aggregate redemption price equal to the FMV of their issuance proceeds. ...

The estimated fair market values and adjusted cost bases of the Shares as at XXXXXXXXXX were as follows: Estimated Adjusted Fair Shareholding Cost Base Market Value $ XXXXXXXXXX XXXXXXXXXX 19.XXXXXXXXXX will jointly elect with Holdco 1 in prescribed form and within the time allowed by subsection 85(6), to have the rules of subsection 85(1) apply to the transfer of the Shares. ... The adjusted cost bases of the Shares as at time of the transfer will be as follows: Adjusted Shareholding Cost Base $ XXXXXXXXXX XXXXXXXXXX The fair market value of each of the Shares at the time of the transfer will exceed the adjusted cost bases of each of the Shares and is estimated to be no less than their estimated fair market value on XXXXXXXXXX. 42.XXXXXXXXXX will jointly elect with Holdco 2 in prescribed form and within the time allowed by subsection 85(6), to have the rules of subsection 85(1) apply to the transfer of the Shares. ... The adjusted cost bases of the Shares as at time of the transfer will be as follows: Adjusted Shareholding Cost Base $ XXXXXXXXXX XXXXXXXXXX The fair market value of each of the Shares at the time of the transfer will exceed the adjusted cost bases of each of the Shares and is estimated to be no less than their estimated fair market value on XXXXXXXXXX. 65.XXXXXXXXXX will jointly elect with Holdco 3 in prescribed form and within the time allowed by subsection 85(6), to have the rules of subsection 85(1) apply to the transfer of the Shares. ...