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.), as amended to the date of this letter; (c) "Canadian development expense" or "CDE" has the meaning assigned to that term by subsection 66.2(5) of the Act; (d) "Canadian exploration expense" or "CEE" has the meaning assigned to that term by subsection 66.1(6) of the Act; (e) "Canadian resource property" has the meaning assigned to that term by subsection 66(15) of the Act; (f) "Company" means XXXXXXXXXX, which was incorporated on XXXXXXXXXX under the Business Corporations Act (XXXXXXXXXX), and XXXXXXXXXX; (g) "CRA" means the Canada Revenue Agency; (h) "depreciable property" has the meaning assigned to that term in subsection 13(21) of the Act; (i) "flow-through share" has the meaning assigned to that term by subsection 66(15) of the Act; (j) "Former Mine" means the former producing XXXXXXXXXX mine described in Paragraph 5 of the Facts which was located on the Property; (k) "mineral resource" has the meaning assigned to that term by subsection 248(1) of the Act; (l) "XXXXXXXXXXCo" means XXXXXXXXXX; (m) "NRCan" means Natural Resources Canada; (n) XXXXXXXXXX; (o) "Paragraph" refers to a numbered paragraph in this letter; (p) "principal-business corporation" ("PBC") has the meaning assigned to that term by subsection 66(15) of the Act; (q) "Property" means the mineral claims and mining leases in XXXXXXXXXX that were acquired on XXXXXXXXXX, held 100% by the Company and consists of XXXXXXXXXX mining leases (XXXXXXXXXX) totalling XXXXXXXXXX hectares and XXXXXXXXXX mineral claims (claim # XXXXXXXXXX) totalling XXXXXXXXXX hectares and includes the claims and leases of the Former Mine; (r) "Proposed Transactions" means the transactions described in Paragraphs 21 and 22 below; (s) "public corporation" has the meaning assigned to that term by subsection 89(1) of the Act; (t) XXXXXXXXXX; and (u) "taxable Canadian corporation" has the meaning assigned to that term by subsection 89(1) of the Act. ...

Yours truly, XXXXXXXXXX for Division Director Financial Industries and Trusts Division Income Tax Rulings Directorate Legislative Policy and Regulatory Affairs Branch SCHEDULE A – Parties to the Ruling XXXXXXXXXX 1. ...

Yours truly, for Director International & Trusts Division Income Tax Rulings Directorate Legislative Policy and Regulatory Affairs Branch ...

XXXXXXXXXX- who is the current wife of XXXXXXXXXX, is over the age of majority and is a resident of the XXXXXXXXXX ("XXXXXXXXXX "); b. ...

Our understanding of the relevant definitions, the facts, the proposed transactions and their purpose are as follows: DEFINITIONS "Act" means the Income Tax Act (Canada) (R.S.C. 1985, 5th Supplement, c.1, as amended); XXXXXXXXXX; and "Charity" means "XXXXXXXXXX ", incorporated pursuant to letters patent issued under the Canada Corporations Act dated XXXXXXXXXX. ...

The Predco Debt is denominated in U.S. dollars and pays interest at a rate of XXXXXXXXXX % per annum. ...

The Corporation established "XXXXXXXXXX " (the "Plan") for the benefit of resident and non-resident Eligible Directors of the Corporation. ...

XXXXXXXXXX Section Manager for Division Director International & Trusts Division Income Tax Rulings Directorate Legislative Policy and Regulatory Affairs Branch ...

DSUs allocated to a Participant under the Plan will vest in XXXXXXXXXX % increments over a XXXXXXXXXX-year period starting with the end of the first XXXXXXXXXX-month period following the date of grant. ...

Yours truly, XXXXXXXXXX for Director International & Trusts Division Income Tax Rulings Directorate Legislative Policy and Regulatory Affairs Branch ...