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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 %. ...

However, if the Participating Employer determines for whatever reason at any time to pay the Participant a Lump Sum Payment, then effective as at the Lump Sum Payment Date the Participant will be entitled to: (i) XXXXXXXXXX % of a pro rata number of the Regular Units recorded in the Participant's Record as at the Lump Sum Payment Date; plus (ii) XXXXXXXXXX % of a pro rata number of the Performance Units recorded in the Participant's Record as at the Lump Sum Payment Date, based on the portion of the Entitlement Period that has been completed as at the Lump Sum Payment Date and all other Units recorded in the Participant's Record will be forfeited as at the Lump Sum Payment Date. ...

" means XXXXXXXXXX (which holds approximately XXXXXXXXXX % of the shares of X Co.), "X Co. ... XXXXXXX XXXXXX XXXXXX XXXXXX Headframe & Hoist XXXXXXX XXXXXX XXXXXX XXXXXX Underground Excavation XXXXXXX XXXXXX XXXXXX XXXXXX Exploration Drilling XXXXXXX XXXXXX XXXXXX XXXXXX Metallurgical Test Work XXXXXXX XXXXXX XXXXXX XXXXXX Surface Infrastructure XXXXXXX XXXXXX XXXXXX XXXXXX Environment management XXXXXXX XXXXXX XXXXXX XXXXXX Freight XXXXXXX XXXXXX XXXXXX XXXXXX Indirect Costs XXXXXXX XXXXXX XXXXXX XXXXXX TOTAL XXXXXXX XXXXXX XXXXXX XXXXXX There is a possibility that the proposed shaft and drifts will be used for production purposes, if and when, X Co. brings the property into production. ...

The principal terms and mechanics of the Offering will be as follows: (a) Subject to the limitations described in 26(b), Participants will be given an opportunity to subscribe for Shares through the Fund at a price per share (the "Subscription Price") equal to the price determined by the Parent's board of directors (the "Reference Price") less a discount of XXXXXXXXXX %. ... These rulings are given subject to the limitations and qualifications set forth in Canada Customs & Revenue Agency (the "Agency") Information Circular 70-6R3 dated December 30, 1996, and are binding upon the Agency provided the Offering is implemented by XXXXXXXXXX. ...

Our understanding of the facts, proposed transactions and the purpose of the proposed transactions is as follows: Definitions "Accumulated Unpaid XXXXXXXXXX" means, at any time, an amount, if any, per Trust Security equal to the XXXXXXXXXX payable by the Trust thereon in respect of all previous Regular Distribution Dates remaining unpaid by the Trust; "Automatic Exchange" has the meaning set out in paragraph 16 below; "XXXXXXXXXX" means the XXXXXXXXXX (Canada); "Capital Guidelines" means the guidelines issued by the Superintendent concerning the maintenance of adequate capital for Canadian chartered banks and federally-regulated trust and loan companies; "Cash Redemption Price" means $XXXXXXXXXX together with any declared and unpaid dividends on Exchange Preferred Shares, as applicable; "Common Share Conversion Rate" has the meaning set out in paragraph 29 below; "Current XXXXXXXXXX" means, in respect of the period from and including the last Distribution Date, an amount per Trust Security XXXXXXXXXX pro-rated for the number of days elapsed from and including the last Distribution Date to but excluding the date of the redemption or termination, as the case may be, provided that there has not been a Distribution Diversion Event with respect to the Distribution Date that would next occur but for such redemption or termination; "XXXXXXXXXX Note" has the meaning set out in paragraph 20 below; XXXXXXXXXX; "XXXXXXXXXX Note Early Redemption Price" means an amount equal to the greater of (A) the XXXXXXXXXX Note Redemption Price, and (B) XXXXXXXXXX; "XXXXXXXXXX Note Interest Payment Date" means XXXXXXXXXX; "XXXXXXXXXX Note Redemption Price" means $XXXXXXXXXX plus any accrued and unpaid interest thereon per $XXXXXXXXXX principal amount of the XXXXXXXXXX Note to be redeemed; "Distribution Date" means XXXXXXXXXX; "Distribution Diversion Date" means a Distribution Date in respect of which there has occurred a Distribution Diversion Event; "Distribution Diversion Event" means XXXXXXXXXX Common Shares, in a particular period that is used to determine whether a Distribution Date is a Regular Distribution Date or a Distribution Diversion Date; "Dividend Payment Date" means XXXXXXXXXX; "Early Redemption Price" means an amount equal to the greater of (A) the Redemption Price, and (B) XXXXXXXXXX; "Eligible Investments" means the Funding Note or any property, including money, securities, amounts receivable from unrelated third parties, mortgages, an interest in an Eligible Investment, and any debt obligation, that is a qualified investment under the Act for plans and funds described in subsection 204.4(1) (except where the qualification of such property contains conditions regarding the annuitant, the beneficiary, the employer or the subscriber under the plan or fund unless the Trust is satisfied that such conditions are satisfied), except that the XXXXXXXXXX Note will not be repaid with or converted or exchanged into debt of X.Co. or a related person and, following the maturity of the XXXXXXXXXX Note, the proceeds of repayment of the XXXXXXXXXX Note will not be invested in debt of X Co. or a related person; "Exchange Preferred Shares" means, collectively, the Preferred Shares XXXXXXXXXX W and the Preferred Shares XXXXXXXXXX X; "Exchange Trustee" has the meaning set out in paragraph 17 below; "Funding Note" has the meaning set out in paragraph 20 below; XXXXXXXXXX; "Holder Exchange Right" has the meaning set out in paragraph 14 below; XXXXXXXXXX; "XXXXXXXXXX Event" means XXXXXXXXXX; XXXXXXXXXX; "Preferred Shares XXXXXXXXXX W" has the meaning set out in paragraph 2 below; "Preferred Shares XXXXXXXXXX X" has the meaning set out in paragraph 2 below; "Redemption Price" means $XXXXXXXXXX per Trust Security together with any Unpaid XXXXXXXXXX to the date of redemption; "Regular Distribution Date" means a Distribution Date other than a Distribution Diversion Date; XXXXXXXXXX; "Share Exchange Agreement" has the meaning set out in paragraph 17 below; "Special Security(ies)" has the meaning set out in paragraph 7 below; "Superintendent" means the Superintendent of Financial Institutions (Canada); "Surrender Price" has the meaning set out in paragraph 14 below; XXXXXXXXXX; "XXXXXXXXXX Event" means XXXXXXXXXX; "Tier 1 Guidelines" means the interim guidelines issued by the Superintendent dated August 22, 2001 entitled "Innovative Tier 1 Capital- Interim Appendix to Guideline A Capital Adequacy Requirements (CAR) / Minimum Continuing Capital and Surplus Requirements (MCCSR)"; "Trust" has the meaning set out in paragraph 6 below; "Trust Assets" means the property and assets of the Trust from time to time; "Trustee" has the meaning set out in paragraph 6 below; "Trust Security(ies)" has the meaning set out in paragraph 7 below; XXXXXXXXXX "Unpaid XXXXXXXXXX" means, XXXXXXXXXX; "X Co. ... X Co.'s business number is # XXXXXXXXXX, its Taxation Centre is XXXXXXXXXX, and its Tax Services Office is XXXXXXXXXX. 2. ...

XXXXXXXXXX owns directly XXXXXXXXXX class XXXXXXXXXX common shares of XXXXXXXXXX, representing all of the issued and outstanding class XXXXXXXXXX common shares, which shareholdings represent XXXXXXXXXX % of the issued and outstanding common shares of XXXXXXXXXX. 3. ... XXXXXXXXXX owns directly XXXXXXXXXX class XXXXXXXXXX common shares of XXXXXXXXXX representing all of the issued and outstanding class XXXXXXXXXX common shares, which shareholdings represent XXXXXXXXXX % of the issued and outstanding common shares of XXXXXXXXXX acquired its shareholding in XXXXXXXXXX as a result of a transaction which was the subject of the Butterfly Ruling. 4. ...

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 holders of the issued and outstanding shares of Holdco are as follows: Shareholder Class # of Shares X Class A Preferred XXXXXXXXXX X Class D Preferred XXXXXXXXXX X Class E Preferred XXXXXXXXXX The Trust Common XXXXXXXXXX None of the Holdco shares were acquired by X or the Trust in contemplation of the proposed transactions set forth below. ...