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The application of subsection 89(8), without taking into consideration variable C of such provision, would result in an LRIP addition of $XXXXXXXXXX at Target level. ...

The price payable by the Liquidity Providers will be $XXXXXXXXXX per Share. 24) ACO, on behalf of the Liquidity Providers, and the Corporation, on behalf of the Charities, negotiated this price of $XXXXXXXXXX per Share at arm's length, without any direction or influence from the Donors or the Resource Company. 25) As consideration for having arranged the series of transactions, the Charities will pay a fee to the Corporation equal to XXXXXXXXXX % of the gross selling price of any Shares sold to the Liquidity Providers. 26) You advise that no fees, commissions or compensation of any kind will be paid by or received by any participants in the proposed transactions other than those described in 12, 22 and 25 above. 27) You advise that all purchases, transfers and dispositions of the Shares will comply with all applicable securities laws. 28) Other than the tax benefits relating to the CEE, the investment tax credit and the focused flow-through share tax credit, you advise that the Donors will not receive any benefit or advantage in respect of the donation of the Shares to the Charities. ...

Furthermore the consideration for which any of the shares are issued will not include an obligation of an unrelated investor to make payments, any portion of which would be required to be included in computing the income of the issuer nor will it include any right to receive payments or property that may revert to the investor. 11. ...

Response 3: We are still of the view that when a holder of an exchangeable debenture exercises the right to exchange the debenture for the target shares, the holder would dispose of the debenture for proceeds equal to the fair market value of the consideration received, i.e. the fair market value of the target shares. ...

.; d) "consideration" for the purposes of the definition of "flow-through share" in subsection 66(15) shall be the exercise price of $XXXXXXXXXX per common share paid to the Corporation upon exercise of the Series B Warrant as described in paragraph 5(ii) below; e) "mineral resource" has the meaning assigned under subsection 248(1); f) "flow-through share" has the meaning assigned under subsection 66(15); g) "public corporation" has the meaning assigned under subsection 89(1); h) "prescribed share" means a share of the capital stock of a corporation which is a prescribed share pursuant to section 6202.1 of the Regulations for purposes of the definition of flow-through share in subsection 66(15); i) "prescribed Canadian exploration and development overhead expense" has the meaning assigned under subsection 1206(4.2) of the Regulations; j) "principal-business corporation" has the meaning assigned under subsection 66(15); k) "taxable Canadian corporation" has the meaning assigned under subsection 89(1); and l) XXXXXXXXXX Our understanding of the facts, proposed transactions and the purposes of the proposed transactions is as follows: Facts 1. ...

Vous aimeriez également connaître les autres considérations fiscales importantes relativement au présent projet. ...

The Newco Preferred Shares which will be issued as described in 15 above, will not be, at any time during the implementation of the proposed transactions described in 11 to 21 above: (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: A. 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 B. any right of the type described in subparagraph 112(2.4)(b)(ii). 25. ...

On the same date, US Subco entered into a XXXXXXXXXX License Agreement (the "Agreement") with Canco for the right to use, until XXXXXXXXXX, the Marks and the Concept in Canada in consideration of a fee (the "Royalty") XXXXXXXXXX. ...

Subsection 80(2) of the Act provides, inter alia, as follows: Application of debt forgiveness rules — For the purposes of this section, (a) an obligation issued by a debtor is settled at any time where the obligation is settled or extinguished at that time (otherwise than by way of a bequest or inheritance or as consideration for the issue of a share described in paragraph (b) of the definition "excluded security" in subsection (1)); (b) an amount of interest payable by a debtor in respect of an obligation issued by the debtor shall be deemed to be an obligation issued by the debtor that (i) has a principal amount, and (ii) was issued by the debtor for an amount, equal to the portion of the amount of such interest that was deductible or would, but for subsection 18(2) or (3.1) or section 21, have been deductible in computing the debtor's income for a taxation year; (c) subsections (3) to (5) and (7) to (13) apply in numerical order to the forgiven amount in respect of a commercial obligation; At the 2010 Canada Revenue Agency (“CRA”) Roundtable, the CRA stated that the time at which an obligation is settled within the meaning of paragraph 80(2)(a) is a mixed question of fact and law and cannot be determined without an examination of all the circumstances of a given situation. ...

ACO and the Security Buyers have negotiated this price at arm's length, without any direction or influence from the Investor, the Promoter or the Resource Issuer. 23) As consideration for having arranged the series of transactions, each Charity will pay a fee to the Promoter equal to XXXXXXXXXX % of the gross selling price of the Charity's Units sold to the Security Buyers. 24) You advise that the Charities have not given any undertaking and are not obliged in any way to sell the Units to the Security Buyers and the Security Buyers are under no obligation and have no right to acquire the Units from the Charities. ...