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Principal Issues: (i) Can we rule that a particular royalty, relating to XXXXXXXXXX in Canada, will constitute a "XXXXXXXXXX "? ... As outlined in more detail in Ruling 2, Y Co. acquired its working interest in the Project on XXXXXXXXXX pursuant to an arrangement whereby A Co. sold to Y Co. its XXXXXXXXXX% undivided working interest in the Project ("Working Interest 2") reserving a XXXXXXXXXX % net profit interest (the royalty so reserved being "Royalty 2"). ... The Purchase and Sale Agreement closed on XXXXXXXXXX with the base purchase price being adjusted and allocated as follows: New Trust Ordinary Units $ XXXXXXXXXX New Trust Series 1 Special Units XXXXXXXXXX New Trust Debt XXXXXXXXXX C Co. shares XXXXXXXXXX Option XXXXXXXXXX $XXXXXXXXXX Pursuant to the Purchase and Sale Agreement, there may be further adjustments to the purchase price in the XXXXXXXXXX day period following the closing of that agreement. 31. ...

Reasons: 1) See provisos in the ruling given. 2) See provisos in the ruling given. 3) It meets the required level of integration discussed in ITTN # 34. ...

The significant assets of DC include: (i) cash; (ii) investment assets in the form of three (3) XXXXXXXXXX properties (Property1, Property2 and Property3); and (iii) a XXXXXXXXXX per cent (XXXXXXXXXX %) equity interest (Common Shares) together with certain indebtedness in Opco which is a corporation engaged in the business of XXXXXXXXXX. ...

The authorized capital of TC includes the following classes of shares: (a) Class "D" Preferred Shares (i) non-voting; (ii) no par value; (iii) redeemable and retractable, subject to applicable law, at any time for an amount equal to the amount determined by dividing the aggregate FMV of the property received by the corporation on the issuance of the Class "D" Preferred Shares less the aggregate FMV of any non-share consideration issued or liabilities assumed by the corporation, by the number of the Newco Class "D" Preferred Shares issued; (iv) the redemption and retraction amount is subject to a price adjustment clause; (v) entitlement to a preferential and non-cumulative annual dividend; (vi) the amount of each dividend payable on the shares is calculated as a fixed amount or by reference to a fixed percentage of an amount equal to the fair market value of the consideration for which the shares were issued; (vii) the annual rate of the dividend, expressed as a percentage of an amount equal to the fair market value of the consideration for which the shares were issued, shall not exceed the prescribed rate of interest at the time the shares were issued, pursuant to subparagraph 256(1.1)(d)(ii); (viii) on dissolution or other distribution by the corporation, the shares will rank ahead of any Common Shares; and (ix) not convertible or exchangeable; (b) Class "E" Preferred Shares (i) the holders of issued and outstanding Class "E" Preferred Shares are entitled as a class to XXXXXXXXXX % of the votes of all issued and outstanding voting shares; (ii) no par value; (iii) redeemable and retractable, subject to applicable law, at any time for an amount equal to $XXXXXXXXXX per share; (iv) the specified amount for each share for purposes of subsection 191(4) of the Income Tax Act (Canada) will be $XXXXXXXXXX per share and will not be subject to adjustment; (v) the redemption and retraction amount is subject to a price adjustment clause based on the fair market value of the consideration for which such share was issued; (vi) entitled to a preferential and non-cumulative annual dividend; (vii) the amount of each dividend payable on the shares is calculated as a fixed amount or by reference to a fixed percentage of an amount equal to the fair market value of the consideration for which the shares were issued; (viii) the annual rate of the dividend, expressed as a percentage of an amount equal to the fair market value of the consideration for which the shares were issued, shall not exceed the prescribed rate of interest at the time the shares were issued, pursuant to subparagraph 256(1.1)(d)(ii); (ix) on dissolution or other distribution by the corporation, the shares will rank ahead of any Common Shares; and (x) not convertible or exchangeable. ...

For purposes of this definition, the terms "related", "associated" and "arm's length" have the meanings ascribed to such terms pursuant to subsections 251(2), 256(1) and 251(1), respectively; d) "Annual Salary" means the annual base salary of a Participant, as determined at the inception of the Plan and adjusted every XXXXXXXXXX years thereafter (or at a later date, as the Administrator may determine in its discretion); e) "Applicable Withholding Taxes" means any and all taxes and other source deductions or other amounts which the Company is required by law to withhold from any amounts paid or credited to an Account under the Plan; f) "Award Date" means each date on which DSUs are credited to a Participant's Account, which shall be, unless otherwise determined by the Administrator, the last business day of each month of each Year; with respect to a bonus, the Award Date shall be the date on which the bonus is, or would otherwise be, paid to the Participant; g) For XXXXXXXXXX Participants only, "Award Date" shall be the date on which a portion of their bonus is converted into DSUs and the balance is paid in cash; h) "Beneficiaries" means such individuals who, on the date of a Participant's death, are the persons designated in accordance with the Plan and applicable laws to receive the value of the DSUs credited to the Participant on the date of death, or where no such individuals have been validly designated by the Participant, or where the individuals so designated do not survive the Participant, the Participant's legal representative; i) "Board" means the Board of Directors of the Company; j) "Broker" means a securities dealer, independent from the Company, who has been designated by the Company to purchase Shares in accordance with the Plan and who is a member of the Exchange; k) "Company" means XXXXXXXXXX. and its subsidiaries and affiliated companies or, individually, any corporate entity included within such group, as the context indicates, whether by amalgamation, merger or otherwise; l) "CRA" means the Canada Revenue Agency; m) "Deferred Share Unit" or "DSU" means a unit credited by the Company to a Participant's Account by way of a bookkeeping entry in the books of the Company and administered pursuant to the terms of the Plan; n) "Dividend Equivalent" means a bookkeeping entry equivalent in value to a dividend paid on a Share, credited to a Participant's Account in accordance with the Plan; o) "DSU Value" means the greater of: (i) the product arrived at by multiplying the number of DSUs credited to a Participant's Account at a particular date, by the Fair Market Value of the Shares; and (ii) the portion of aggregate Annual Salary and bonus of a Participant converted into DSUs under the Plan as at a particular date; p) "Effective Date" means the date on which a favourable advance tax ruling is received from the CRA confirming that the Plan is a "prescribed plan or arrangement" in accordance with paragraph 6801(d) of the Income Tax Regulations made under the Act; q) "Election Notice" means an annual written notice to the Administrator, in prescribed form, by a Participant, other than a XXXXXXXXXX Participant, generally no later than XXXXXXXXXX prior to the start of a Year, confirming the Participant's election to receive a percentage of his Annual Salary and bonus in respect of such Year in the form of DSUs under the Plan; r) "Election Date" means the date on which a Participant, other than a XXXXXXXXXX Participant, delivers an Election Notice to the Administrator; s) "Eligible Executive" means an employee of the Company designated by the Administrator as an Eligible Executive, which designation shall include the Management Level of the Eligible Executive; t) "Exchange" means the XXXXXXXXXX Stock Exchange or, in the event that the Shares are listed on another stock exchange in Canada or XXXXXXXXXX and not on the XXXXXXXXXX Stock Exchange, such other stock exchange, or, in the event that the Shares are listed on more than one stock exchange in Canada or XXXXXXXXXX and not on the XXXXXXXXXX Stock Exchange, such stock exchange as shall be designated by the Board; u) "Fair Market Value" means, for a particular date, the weighted average trading price of the Shares on the Exchange for the five (5) consecutive trading days immediately preceding that particular date; v) "XXXXXXXXXX Participant" means an Eligible Executive who is considered to be a current salaried employee belonging to the top management of the Company, or a corporate officer ("XXXXXXXXXX ") of the Company, and who in all cases is a tax resident of XXXXXXXXXX, and who participates in the Plan; w) "Insiders" means, collectively, the directors and officers of the Company and any person holding more than ten percent (10%) of the issued and outstanding Shares or XXXXXXXXXX Voting Shares of the Company; x) "Management Level" means any of the following categories: Executive Management, Corporate Executive, and Divisional Executive, as well as any other category as may be designated from time to time by the Board in its discretion; y) "Maximum Commitment" means the maximum value that can exist at any time in a Participant's Account, calculated by reference to the Participant's Annual Salary, on the basis of the Fair Market Value as at the date of, or for Participants other than XXXXXXXXXX Participants, immediately prior to, the Election Date; The Maximum Commitment is as follows: Executive Management: XXXXXXXXXX times Annual Salary Corporate Executive: XXXXXXXXXX times Annual Salary Divisional Executive: XXXXXXXXXX times Annual Salary Other Eligible Executive: XXXXXXXXXX time Annual Salary; z) "Minimum Annual Commitment" means the lower of: (i) Share Ownership Value less Value of Shares Owned, and less DSU Value, all divided by the number of years remaining until achieving the Share Ownership Value for the Participant; and (ii) thirty percent (30%) of the Participant's bonus paid in that year; aa) "Participant" means an Eligible Executive who executes an Election Notice and participates in the Plan and shall include a "XXXXXXXXXX Participant", except when the Plan specifically states that a provision is not applicable to a XXXXXXXXXX Participant; bb) "Plan" means the XXXXXXXXXX, as it may be amended from time to time; cc) "Redemption" means the settlement of a Participant's DSUs, in accordance with the Plan, in cash or in Shares, as determined by the Administrator in its discretion; dd) "Redemption Date" with respect to a Participant regarding whom a Termination Date has occurred, means the day specified by the Participant as the day on which DSUs credited to the Participant's Account may be redeemed; ee) "Redemption Notice" means a written notice delivered to the Administrator, in prescribed form, by the Participant of his decision to redeem the DSUs credited to the Participant's Account; ff) "Share" means a XXXXXXXXXX Voting Share in the capital stock of the Company, without nominal or par value; gg) "Share Ownership Value" means the minimum aggregate Value of Shares Owned and DSU Value required to be attained within XXXXXXXXXX years (as such period may be extended by the Board in its discretion) of the Effective Date, or of becoming an Eligible Executive, whichever falls later, by each Eligible Executive, and calculated as follows: Executive Management: XXXXXXXXXX times Annual Salary Corporate Executive: XXXXXXXXXX time Annual Salary Divisional Executive: XXXXXXXXXX times Annual Salary Other Eligible Executive: XXXXXXXXXX times Annual Salary; hh) "Termination Date" in respect of a Participant other than a XXXXXXXXXX Participant or XXXXXXXXXX Participant, means the date on which the Participant has ceased to be an employee of the Company for any reason whatsoever; ii) For XXXXXXXXXX Participants: "Termination Date" means the date of "separation from service", as such term is defined in XXXXXXXXXX jj) For XXXXXXXXXX Participants: "Termination Date" means, in the case of a salaried employee, the date of the actual end of the employment relationship, or, in the case of a corporate officer, the date of termination of a corporate office; for XXXXXXXXXX Participants who are corporate officers having his/her employment contract suspended by virtue of this position, "Termination Date" means the later of the date of termination of the corporate office and the date of termination of the employment relationship; kk) "XXXXXXXXXX Participant" means a Participant in the Plan who is a XXXXXXXXXX; ll) "Value of Shares Owned" means, for a Participant other than a XXXXXXXXXX Participant, the greater of: (i) Fair Market Value of the Shares at the Election Date; and (ii) the aggregate cost of the Shares to the Participant; For a XXXXXXXXXX Participant, "Value of Shares Owned" means the greater of: (i) Fair Market Value of the Shares on the last day of the month prior to the date of payment of his annual bonus; and (ii) the aggregate cost of the Shares to the Participant; and mm) "Year" means a fiscal year commencing on XXXXXXXXXX and ending on XXXXXXXXXX. ...

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

The legal character of the Pool as described in the Terms and Conditions is as follows: "XXXXXXXXXX " 5. ...

The legal character of the Pool as described in the Terms and Conditions is as follows: "XXXXXXXXXX " 5. ...

The legal character of the Pool as described in the Terms and Conditions is as follows: "XXXXXXXXXX " 5. ...

Each Subco Class A Preferred Share will be entitled to a preferential and non-cumulative annual dividend at a rate of XXXXXXXXXX % per annum of the Subco Class A Redemption Amount. ...