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2091 Ruling 91268930- QSBC SHARES PURIFICATION Unedited CRA Tags 55(3)(A) 110.6(1) 69(1)(B) & (C) 85(1) XXXXXXXXXX 3-912689 Attention: XXXXXXXXXX Dear Sirs: Re: XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX We are writing in response to your letter of XXXXXXXXXX in which you requested an advance income tax ruling on behalf of the above-noted taxpayers in respect of the proposed transactions described below. ... XXXXXXXXXX Class B preferred shares, non-voting, of no par value, having a non-cumulative dividend rate not exceeding XXXXXXXXXX %, redeemable and retractable at an amount equal to the fair market value of the consideration for which they are issued, and issuable as Series 1 and Series 2. 14. ...

No person in whom there is an interest that is a " tax shelter investment" may subscribe for Units of the Partnership. ... (e) The Limited Partners will have the right, but not the obligation (the " Put" Right"), to require Parentco to purchase all, but not less than all of the Units for consideration equal to the fair market value of the Units at the time the Put Right is exercised, as determined by an independent valuator (selected by Parentco and the Limited Partners) using such valuation methods as are appropriate. ...

The authorized share capital of XXXXXXXXXX will consist of: (a) an unlimited number of Class A voting common shares which entitle the holder to have one vote per share at all meetings of the shareholders; (b) an unlimited number of Class B non-voting common shares; and (c) an unlimited number of Class C preferred shares and Class D preferred shares, each having the following attributes: (i) redeemable and retractable for a specified amount equal to the fair market value of the property for which the shares are issued (net of liabilities assumed by the corporation); (ii) the Class C preferred shares are entitled to a non-cumulative dividend at the fixed rate of XXXXXXXXXX % per annum (or such greater amount as may be set by the directors from time to time, not to exceed a reasonable amount) of the redemption amount and the Class D preferred shares are entitled to a non-cumulative dividend at the fixed rate of XXXXXXXXXX % per annum of the redemption amount; (iii) entitled to a prior return of the redemption amount on a liquidation, dissolution, or winding-up of the corporation; (iv) may be purchased, redeemed or cancelled by the corporation in the manner provided in the XXXXXXXXXX at the option of either the corporation or the holder for a price not less than the lesser of: (A) the aggregate redemption amount of such shares to be purchased at the particular time; and (B) the realizable value of the net assets of the corporation immediately before such purchase; (v) provide that any preference, right, condition or limitation attaching to the preferred shares can only be amended by a special resolution of the holders of each class of shares of the corporation each voting separately as a class; (vi) restrict the payment of dividends on other classes of shares so that no such dividends may be paid on any other class of shares of the corporation so as to reduce the value of the preferred shares then outstanding; and (vii) the holders of the Class C preferred shares will be entitled to one vote per share at all meetings of the shareholders. ...

To the best of your knowledge, and that of the taxpayers involved, none of the issues contained herein is: (i) dealt with in an earlier return of the taxpayers or a related person; (ii) being considered by a tax services office or taxation centre in connection with a previously filed tax return of the taxpayers or a related person; (iii) under objection by the taxpayers or a related person; (iv) subject to a ruling previously issued by the Income Tax Rulings & Interpretations Directorate; or (v) before the courts or, if a judgement has been issued, the time limit for appeal to a higher court has not expired. ... The issued and outstanding shares of each class of shares of Investco are owned as follows: Shareholder # of Shares Class The Trust XXXXXXXXXX Class A Preferred XXXXXXXXXX Class B Preferred A XXXXXXXXXX Common XXXXXXXXXX Class A Preferred XXXXXXXXXX Class C Preferred B XXXXXXXXXX Common XXXXXXXXXX Class A Preferred XXXXXXXXXX Class C Preferred C XXXXXXXXXX Common XXXXXXXXXX Class A Preferred XXXXXXXXXX Class C Preferred 8. ...

The v-day value and the amount to retire each XXXXXXXXXX is as follows: Cdn $ XXXXXXXXXX V-day values XXXXXXXXXX XXXXXXXXXX Retirement amount (estimated) XXXXXXXXXX XXXXXXXXXX The retirement amount of the XXXXXXXXXX will not be less than the fair market value, on valuation day, of the XXXXXXXXXX issued. 33. ... The v-day value and the amount to retire each XXXXXXXXXX is as follows: Cdn $ XXXXXXXXXX V-day values XXXXXXXXXX XXXXXXXXXX Retirement amount (estimated) XXXXXXXXXX XXXXXXXXXX The retirement amount of the XXXXXXXXXX will not be less than the fair market value, on valuation day, of the XXXXXXXXXX issued. 35. ...

If Shares rank at the XXXXXXXXXX percentile (i.e. compared to all corporations in the XXXXXXXXXX), the Eligible Employee will be paid an amount equal to XXXXXXXXXX % of the target cash award set by the Committee in respect of that Performance Period. At the XXXXXXXXXX percentile rank, the Eligible Employee will be paid an amount equal to XXXXXXXXXX % of the target cash award set by the Committee and at or above the XXXXXXXXXX percentile rank, the Eligible Employee will be paid an amount (i.e. the maximum) equal to XXXXXXXXXX% of the target cash award set by the Committee in respect of that Performance Period. ...

As a result of the USCo acquisition, Canco acquired an additional indirect XXXXXXXXXX % interest in the JV. ... In addition to the XXXXXXXXXX % JV interest, FA1 owns XXXXXXXXXX. XXXXXXXXXX. ...

Subject to paragraph 28 below, on the Maturity Date of the PSUs that are described in paragraphs 16 and 22 above, the Corporation will pay to a Plan Participant an amount (hereafter referred to as the "Amount Payable") equal to the following equation: Amount Payable = Number of mature PSUs X Closing Price X Performance Multiplier X Pro Ration Factor Where: "Closing Price" equals the Market Value of a Share at the Maturity Date; "Performance Multiplier" equals the number not less than zero (0) and not greater than 2, determined in accordance with paragraph 29 below and subject to paragraph 28 below; and "Pro Ration Factor" equals 1, unless determined to be a number less than 1 pursuant to paragraph 28 below. 25. ... (c) Between XXXXXXXXXX, the Performance Multiplier will be calculated in accordance with the following equation: Performance Multiplier = [XXXXXXXXXX x Peer Ranking]- 1 However, if; (i) the calculation yields a result less than XXXXXXXXXX the Performance Multiplier will be deemed to be zero (0) and all rights with respect to any mature PSUs credited to the PSU Account of the Plan Participant will be terminated and the Plan Participant will receive no payment of any kind with respect thereto; and (ii) the calculation yields a result that is greater than XXXXXXXXXX, the Performance Multiplier will be deemed to be XXXXXXXXXX. 30. ...

Before it was dissolved as described in paragraph 15 below, Cansub#2 owned a XXXXXXXXXX % interest in the partnership and Cansub#3, a subsidiary wholly-owned corporation of Cansub#2, owned a XXXXXXXXXX% interest. 7. ... On XXXXXXXXXX, Cansub#3 declared and paid a dividend in kind to Cansub#2 consisting of its undivided XXXXXXXXXX % interest in the Cansub#1 Class C Preferred shares. 17. ...

As part of the development process that has occurred in the vicinity of the Land, adjacent third party land owners (the "Third Party Owners"), who are unrelated to each of Farmco1 and Farmco2 and each such corporation's shareholders, commenced the process of creation of a NASP affecting their own lands, and in that process, the Third Party Owners included approximately XXXXXXXXXX % of the Land in the NASP. ... As consideration for the transfer of the Land to DeveloperCo, PurchaseCo will receive the $XXXXXXXXXX as follows: cash on closing of $XXXXXXXXXX and a vendor take-back mortgage in the amount of $XXXXXXXXXX, plus interest at a rate of prime plus XXXXXXXXXX %. ...