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The amount of the dividend would reflect the tax savings resulting from the utilization of the non-capital losses of Lossco and other considerations and is estimated for the purposes of this ruling to be no more than XXXXXXXXXX% of the amount of the non-capital losses utilized in the year. ... None of the issued shares referred to herein (including the shares to be issued as described in the proposed transactions) are or will be, at any time during the implementation of the proposed transactions described herein: (a) the subject of any undertaking that is a guarantee agreement; (b) the subject of a dividend rental arrangement; (c) the subject of any secured undertaking of the type described in paragraph 112(2.4)(a); or (d) issued for consideration that is or includes: (i) an obligation of the type described in subparagraph 112(2.4)(b)(i), other than an obligation of a corporation that is related (otherwise than by reason of a right referred to in paragraph 251(5)(b)); or (ii) any right of the type described in subparagraph 112(2.4)(b)(ii). 22. ...

The Option provided for consideration to be a XXXXXXXXXX% net profit royalty to the Optionors and to be exercised by carrying out exploration work of $XXXXXXXXXX and the issuance of XXXXXXXXXX common shares of the Corporation between XXXXXXXXXX. 7. On XXXXXXXXXX, the Corporation acquired an option exercisable on or before XXXXXXXXXX to purchase the Optionors XXXXXXXXXX% net profit royalty for cash consideration of $XXXXXXXXXX. ...

They would also be redeemable and retractable for an amount equal to the consideration for which the shares are issued. ... For example, the CRA is of the opinion that if, when the loan is made by Corporation A, Corporation B is unable to repay the loan and/or provide reasonable security for repayment, Corporation A would then have transferred property (cash) without having received sufficient consideration. ...

The following transactions will occur on or before XXXXXXXXXX of the year in which the loss consolidation arrangement will be unwound (the “Unwind Year”) (or such earlier date as LossCo, NewCo and NewLossCo may have agreed upon): (a) NewCo will redeem the NewCo Preferred Shares held by NewLossCo in consideration for a non-interest bearing promissory note issued by NewCo (the “NewCo Note”); (b) The NewCo Note will have a principal amount and fair market value equal to the redemption amount and fair market value of the NewCo Preferred Shares redeemed; (c) NewLossCo will repay Loan 1 by assigning the NewCo Note to LossCo in full satisfaction of the amount due under Loan 1. ... The NewLossCo Common Shares and the NewCo Preferred Shares will not, at any time during the implementation of the Proposed Transactions described herein, be: (a) the subject of any undertaking that is a guarantee agreement as contemplated in subsection 112(2.2); (b) the subject of a dividend rental arrangement as contemplated in subsection 112(2.3); (c) the subject of any secured undertaking of the type described in paragraph 112(2.4)(a); (d) issued for consideration that is or includes: (i) an obligation of the type described in subparagraph 112(2.4)(b)(i), or (ii) any right of the type described in subparagraph 112(2.4)(b)(ii). 39. ...

COMMENTS Nothing in this advance income tax ruling should be construed as implying that we are ruling on any tax consequences relating to the Facts and Proposed Transactions described herein other than those specifically described in the ruling given above or, without limiting the generality of the foregoing, any issues concerning the validity or existence of the Partnerships or any issues or considerations arising from the LP Agreements, including allocation of income, gains or losses of the Partnerships and the application of section 103; any withholding tax considerations as may be relevant for the purposes of the Proposed Transactions; and the GST implications of any of the Proposed Transactions. ...

Immediately following the payment of interest described in Paragraph 23, the following transactions will occur to unwind the loss consolidation arrangement: (a) Newco will redeem the Newco Preferred Shares held by ACo in consideration for a non-interest bearing promissory note issued by Newco (the “Newco Note”). ... The Newco Preferred Shares will not, at any time during the implementation of the Proposed Transactions described herein, be: (a) the subject of any undertaking that is referred to in subsection 112(2.2) as a “guarantee agreement”; (b) the subject of a dividend rental arrangement; (c) the subject of any secured undertaking of the type described in paragraph 112(2.4)(a); or (d) issued for consideration that is or includes: (i) an obligation of the type described in subparagraph 112(2.4)(b)(i), other than an obligation of a corporation that is related (otherwise than by reason of a right referred to in paragraph 251(5)(b)); or (ii) any right of the type described in subparagraph 112(2.4)(b)(ii). 39. ...

Immediately following the payment of interest described in Paragraph 23, the following transactions will occur to unwind the loss consolidation arrangement: (a) Newco will redeem the Newco Preferred Shares held by ACo in consideration for a non-interest bearing promissory note issued by Newco (the “Newco Note”). ... The Newco Preferred Shares will not, at any time during the implementation of the Proposed Transactions described herein, be: (a) the subject of any undertaking that is referred to in subsection 112(2.2) as a “guarantee agreement”; (b) the subject of a dividend rental arrangement; (c) the subject of any secured undertaking of the type described in paragraph 112(2.4)(a); or (d) issued for consideration that is or includes: i. an obligation of the type described in subparagraph 112(2.4)(b)(i), other than an obligation of a corporation that is related (otherwise than by reason of a right referred to in paragraph 251(5)(b)); or ii. any right of the type described in subparagraph 112(2.4)(b)(ii). 39. ...

Provided the appropriate election is filed by Canco and Subco in prescribed form and manner within the time limits specified in subsection 85(6) and provided that the transfer of Assets constitute a disposition of eligible property, the provisions of subsection 85(1) will apply to the transfer of the Assets described in Paragraphs 42 to 45 above such that: i) the agreed amount in respect of such transfer will be deemed to be the proceeds of disposition of the Assets to Canco thereof and the cost of the Assets to Subco; ii) the cost and the PUC of the Subco common shares received as consideration for the transfer of the Assets will be equal to the agreed amount to Canco; and iii) for greater certainty, the provision of paragraph 85(1)(e.2) will not apply to the transfer of the Assets. ... Nothing in this letter should be construed as a confirmation, express or implied, that, for the purpose of any of the rulings given above, any adjustment to the FMV of the properties transferred or the redemption amount of the shares issued as consideration, whether pursuant to a price adjustment clause or otherwise, will be effective retroactively to the time of the transfer and issuance of shares. ...

The following transactions will occur to unwind the loss consolidation arrangement between Lossco and Profitco: a) Each Lossco will contribute capital to the applicable Newco equal to the amount of the accrued and unpaid dividends on its Newco Preferred Shares; b) Using the capital received from the Losscos, each Newco will pay the balance of the accrued and unpaid dividends on its Newco Preferred Shares to Profitco; c) Profitco will pay in cash to the Losscos all accrued and unpaid interest in respect of each of the Lossco Loans; d) Each Lossco will repay the applicable Newco Loan by assigning the corresponding Lossco Loan to the relevant Newco in full satisfaction of the principal amount due under the relevant Newco Loan; e) Each of the Newcos will redeem its Newco Preferred Shares held by Profitco in consideration for a non-interest bearing demand promissory note issued by such Newco (each a “Newco Note”). ... The Newco Preferred Shares will not at any time during the implementation of the Proposed Transactions be: a. the subject of any undertaking that is referred to in subsection 112(2.2) as a “guarantee agreement”; b. the subject of a dividend rental arrangement; c. the subject of any secured undertaking of the type described in paragraph 112(2.4)(a); or d. issued for consideration that is or includes: i. an obligation of the type described in subparagraph 112(2.4)(b)(i), other than an obligation of a corporation that is related (otherwise than by reason of a right referred to in paragraph 251(5)(b)); or ii. any right of the type described in subparagraph 112(2.4)(b)(ii). 38. ...

L'acquisition par Holdco s'est faite pour une considération totale de XXXXXXXXXX 5. ... H)Le rachat des actions privilégiées mentionné au paragraphe 10.4 ci-dessus pour une considération égale à leur juste valeur marchande entraînera pour XXXXXXXXXX en vertu du paragraphe 84(3) de la Loi, la réalisation d'un dividende réputé égal à l'excédent de la somme payée au rachat sur le capital versé fiscal des actions rachetées. ...