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After the Exercise of Put Time but before the Portfolio Sale Time, the Settlor will transfer to Canco the Initial Unit for a consideration of $XXXXXXXXXX. 25. At a time to be determined XXXXXXXXXX after the Exercise of Put Time, Canco will enter into an agreement of purchase and sale with the REIT pursuant to which it will sell the beneficial ownership of all of its Portfolio and other assets to the REIT for the FMV of the Portfolio and other assets in consideration of: (i) the assumption of mortgages in respect of the Portfolio and other liabilities (including any Special Election Redemption Notes outstanding); and (ii) the balance in units of the REIT valued at a price of $XXXXXXXXXX per unit. ... The issuance by Canco of the Special Election Share Redemption Notes and the Canco Promissory Notes as consideration for the purchase for cancellation of Canco Common Shares described in paragraphs 13 and 21 hereof will not constitute "borrowed money" within the meaning of clause 149(1)(o.2)(ii)(C) of the Act and, therefore, Canco will not cease to be exempt from Part I tax pursuant to paragraph 149(1)(o.2) of the Act solely due to the purchase of the Canco Common Shares for cancellation and issuance of the Special Election Share Redemption Notes or Canco Promissory Notes as payment thereof. ...

Lossco had acquired its interest in the Profitco XXXXXXXXXX Limited Partnership on XXXXXXXXXX from Profitco for fair market value consideration. ... On incorporation, Newco will issue XXXXXXXXXX common shares from treasury to Parent for cash consideration of $XXXXXXXXXX. 12. ... The Newco Preferred Shares will not 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). 23. ...

The purchase price for the real estate interests payable to XXXXXXXXXX, its affiliates and other vendors will include Class B Exchangeable Units of REIT LP, Class C Exchangeable Units of REIT LP, and Special Voting Units of the Trust, as well as debt, cash, an assumption of liabilities and other consideration. ... This will allow the Trust, indirectly through REIT LP, to acquire new assets in consideration for units of REIT LP, thus offering vendors a tax deferral pursuant to subsection 97(2) of the Act. ... The Special Voting Units therefore support the Trust's strategy of enhancing new asset acquisition possibilities by creating a competitive package of consideration that can be delivered to vendors of assets. ...

As sole consideration for the transfer, Cco will issue to Lossco (a) Cco Class A Preferred Shares with a redemption/retraction amount of $XXXXXXXXXX; (b) Cco Class B Preferred Shares with a redemption/retraction amount of $XXXXXXXXXX; and (c) XXXXXXXXXX Cco Common Shares. 14. ... As consideration for the transfer, Profitco will issue a XXXXXXXXXX year term note with a principal amount and FMV of $XXXXXXXXXX, and bearing interest at XXXXXXXXXX% per annum (the "Lossco Note"). ... The shares in the capital stock of Cco that will be issued as described in paragraph 12 above will not be, at any time during the implementation of the Proposed Transactions described herein: (a) the subject of any undertaking that is referred to in subsection 112(2.2) of the Act as a "guarantee agreement"; (b) the subject of a dividend rental arrangement as that term is defined in subsection 248(1) of the Act; (c) the subject of any secured undertaking of the type of 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). 24. ...

Subject to certain exceptions, subparagraph 212(1)(d)(iii) of the Act provides that every non-resident person shall pay an income tax of 25% on every amount that a person resident in Canada pays or credits, or is deemed by Part I to pay or credit, to the non-resident person as, on account or in lieu of payment of, or in satisfaction of, rent, royalty or similar payment, including, but not so as to restrict the generality of the foregoing, any payment for services of an industrial, commercial or scientific character performed by a non-resident person where the total amount payable as consideration for those services is dependent in whole or in part on the use to be made of, or the benefit to be derived from, those services, production or sales of goods or services, or profits, but not including a payment made for services performed in connection with the sale of property or the negotiation of a contract, Subject to certain exceptions, subparagraph 212(1)(d)(v) of the Act provides that every non-resident person shall pay an income tax of 25% on every amount that a person resident in Canada pays or credits, or is deemed by Part I to pay or credit, to the non-resident person as, on account or in lieu of payment of, or in satisfaction of, rent, royalty or similar payment, including, but not so as to restrict the generality of the foregoing, any payment that was dependent on the use of or production from property in Canada whether or not it was an instalment on the sale price of the property, but not including an instalment on the sale price of agricultural land. ... Subparagraph 212(1)(d)(iii) of the Act applies to a payment for services of an industrial, commercial or scientific character performed by a non-resident person where the total amount payable as consideration is dependent in whole or in part either on the use to be made of, or the benefit to be derived from, those services, on production or on sales of goods or services, or on profits. ... As a result, we do not consider the case on point in reference to the facts under consideration. ...

(a) XXXXXXXXXX; (b) "ACB" has the meaning assigned to the expression "Adjusted Cost Base" in section 54 of the Act; (c) "Acquisition" means the indirect acquisition by Fund of the shares of the capital stock of Target Holdco for a total consideration equal to the Purchase Price; (d) "Act" means the Income Tax Act, R.S.C. 1986 (5th Supp.) c. 1, as amended from time to time and consolidated to the date of this letter and, unless otherwise expressly stated, every reference herein to a part, section or subsection, paragraph or subparagraph and clause or subclause is a reference to the relevant provision of the Act; (e) "CBCA" means the Canada Business Corporations Act, R.S.C. 1985 c. ... (ii) Amalco I will transfer all of the issued and outstanding shares of the capital stock of Target Opco and any indebtedness owing to it by Target Opco to Buyerco for FMV consideration. The consideration for this transfer will be paid in full by Buyerco by the issuance to Amalco I of interest-bearing debt, redeemable and retractable preferred shares, and common shares. ...

Each Class A and Class B preferred share will (a) be redeemable at the option of the issuer for a redemption amount equal to the fair market value of the consideration received in respect of the issuance of the share; (b) be retractable at the option of the holder for a retraction amount equal to the redemption amount described in (a), above; (c) entitle the holder to receive a dividend not exceeding XXXXXXXXXX% of the redemption amount described in (a), above, annually, as and when declared by the board of directors of the issuer; and (d) be non-voting. 8. ... Immediately before this winding-up, the Partnership will have no property other than the property received from Newco as consideration for the disposition to it of the Partnership's assets. Specifically, the only property in the Partnership will be the shares of Newco and the promissory note received from Newco as consideration for the assets transferred. ...

The XXXXXXXXXX provides that, in consideration of the services to be performed by the Management Company under the Fund Contract, the Management Company is entitled to receive fees stipulated in the Fund Contract. 22. ... The XXXXXXXXXX provides that, in consideration of the services to be performed by the Custodian Bank under the Fund Contract, the Custodian Bank is entitled to receive fees stipulated in the Fund Contract. 29. ... For the purposes of Part XIII withholding and section 116, any amount paid or credited by a payer to the Canadian Sub-custodian in respect of the property held by the Subfund on behalf of the Pension Fund, including purchase consideration for such property, will be considered an amount paid or credited to the Pension Fund in proportion to its participation in the assets and income of the particular Subfund. ...

DEFINITIONS In this letter, the following terms have the meanings specified: XXXXXXXXXX "Call Period" means the period from and including XXXXXXXXXX to and including XXXXXXXXXX; XXXXXXXXXX "General Partner" means XXXXXXXXXX; "General Partner Principals" means the individuals resident in Canada who will be the holders of all of the issued shares in the capital of the General Partner; "Guarantee" means the agreement to be entered into amongst Xco, Parentco and the Province on or before XXXXXXXXXX; "Initial Limited Partner" means XXXXXXXXXX, as agent; "Joint Venture" means the joint venture of Xco and the Partnership to be formed to reopen the Mine as described in paragraph 24; "Joint Venture Agreement" means the agreement to be entered into between the Partnership and Xco forming the Joint Venture; "Limited Partners" mean the limited partners of the Partnership to be identified once the Partnership is funded; "Mine" means the XXXXXXXXXX mine known as XXXXXXXXXX; "Mine Assets" means all tangible and intangible goods, chattels, improvements or other items of the Mine, XXXXXXXXXX; "Mines Act" means the XXXXXXXXXX Act (XXXXXXXXXX); "Mining Permit" means XXXXXXXXXX; "Partnership" means the XXXXXXXXXX; "Partnership Agreement" means the Limited Partnership Agreement to be entered into on or prior to XXXXXXXXXX, between the General Partner and the Initial Limited Partner; "private corporation" has the meaning assigned by subsection 89(1) of the Act; "Province" means Her Majesty the Queen in Right of the Province of XXXXXXXXXX represented by XXXXXXXXXX; "public corporation has the meaning assigned under subsection 89(1) of the Act; "Put Period" means the period from and including XXXXXXXXXX to and including XXXXXXXXXX subject to the condition described in subparagraph 40(g) below; "Put/Call Agreement" means the agreement to be entered into between Parentco and the Limited Partners on or prior to XXXXXXXXXX; "Parentco" means XXXXXXXXXX; "Reclamation Agreement" means the agreement entered into between the Province and Xco XXXXXXXXXX relating to the performance of specified Reclamation Obligations XXXXXXXXXX; "Reclamation Obligations" means all reclamation obligations imposed or which may be imposed with respect to the Mine pursuant to the Mining Permit, the Reclamation Agreement, the Mines Act and any other applicable legislation; "Reclamation Trust" means the trust to be established, pursuant to the Mines Act, for the sole purpose of funding the Reclamation Obligations; "Reclamation Trust Indenture" means the indenture to be entered into among Xco, the Partnership, the Trustee, and the Province on or prior to XXXXXXXXXX, for the securing of the Reclamation Obligations; "XXXXXXXXXX Agreement" means the XXXXXXXXXX Agreement entered into amongst the Province, Xco and XXXXXXXXXX pursuant to the Reclamation Agreement; "taxable Canadian corporation" has the meaning assigned by subsection 89(1) of the Act; "tax shelter" has the meaning assigned by section 237.1 of the Act; "Trustee" means the XXXXXXXXXX or another corporation resident in Canada that is licensed under the laws of Canada to carry on in Canada the business of offering to the public its services as trustee; "Units" means the units in the Partnership to be issued to the Limited Partners in consideration for their contributions; "Xco" means XXXXXXXXXX. ... (d) Parentco's board of directors are subject to statutory obligations under applicable corporate law to act in the best interests of Parentco and not to issue Parentco shares until such shares are fully paid by receipt by Parentco of the full consideration for the shares in cash or property valued at no greater than fair market value. ... (e) The Limited Partners will have the right, but not the obligation (the " Put" Right"), to require Parentco to purchase all, but not less than all of the Units for consideration equal to the fair market value of the Units at the time the Put Right is exercised, as determined by an independent valuator (selected by Parentco and the Limited Partners) using such valuation methods as are appropriate. ...

As consideration for the transferred properties each Holding Corporation will issue to XXXXXXXXXX Class XXXXXXXXXX preferred shares having a PUC equal to the cost amount of the properties transferred and a redemption price and FMV equal to the FMV of the properties transferred. ... For greater certainty, the FMV of each property transferred will not be less than its cost amount. 18.Each of XXXXXXXXXX will redeem all of their Class XXXXXXXXXX preferred shares owned by XXXXXXXXXX for FMV consideration consisting of demand notes payable (XXXXXXXXXX notes) to XXXXXXXXXX. ... Pursuant to paragraph 88(2)(b) and subsection 84(2), but subject to (ii) to (iv) herein, each Holding Corporation will be deemed to have received a dividend (the "winding-up dividend") on its Class XXXXXXXXXX preferred shares, Class XXXXXXXXXX preferred shares, Class XXXXXXXXXX preferred shares and common shares, as the case may be, equal to the proportion of the amount, if any, by which the aggregate FMV of the property of XXXXXXXXXX distributed by XXXXXXXXXX to the Holding Corporations on its winding-up as consideration for the cancellation of its shares of a particular class, exceeds the PUC thereof, that the number of shares of such class held by each Holding Corporation is of the number of shares of that class that are cancelled. ...