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The exchange of the VKY common shares for the VKY cash and the VKY Class B shares (presumably having a nominal value) is considered as qualifying as a reorganization of the capital of VKY under s. 86. ... Neither the VKY Class B shares nor the NewCo shares are considered by management to be taxable Canadian property. ... The Trust The existing structure is not considered to result in the Trust holding non-portfolio property. ...

" Take-up "A Resident Holder who disposes of Series G Debentures pursuant to the Offer will be considered to have dispose of such Series G Debentures for proceeds of disposition equal to the Offer Price (other than the portion of the Offer Price received as interest, including any premium deemed to be interest as described below)." Part XIII tax "By virtue of the fact that the Series G Debentures are convertible into Units of the REIT, there is a risk that both (i) the amount of the Offer Price that exceeds the principal amount of the Series G Debentures (the "Excess"); and (ii) all interest paid or deemed to be paid to a Non-Resident Holder in connection with the Offer could be considered to be participating debt interest, in which case Canadian withholding tax would apply. ...

The REIT will not be considered to be a SIFT trust provided that (as stipulated in the investment guidelines) it does not own any non-portfolio property. ... Netherlands tax consequences B.V. and Maplewood Operating LP are considered domestic and foreign tax residents, respectively. ... B.V. will hold the legal ownership of the Initial Property, whereas beneficial ownership will be held by Maplewood Operating LP, which will be considered to have a Dutch branch business. ...

Anderson then will transfer most of its assets to New Anderson, other than shallow gas assets (which are considered to be non-core assets) in consideration for assumption of liabilities and the issuance of New Anderson common shares – which will then be distributed to New Anderson for cancellation as a stated capital distribution. ... Accounting As New Anderson will be considered to be under common control, IFRS 3 will not apply. ...

"On the Capital Reorganization, a shareholder will be deemed to have disposed of the Common Shares for proceeds of disposition equal to their adjusted cost base to such shareholder and will be considered to have acquired the Subordinate Voting Shares for proceeds of disposition at a cost equal to the same amount. ... " Conversion "On the conversion of Subordinate Voting Shares held by a shareholder into Multiple Voting Shares pursuant to the terms of the Subordinate Voting Shares, no disposition will be considered to occur and therefore the shareholder will not realize a capital gain or incur a capital loss…. ...

S. 84(4.1) does not apply to the Return of Capital, provided that (i) the Return of Capital can reasonably be considered to have been derived from proceeds of disposition realized by the Corporation (or by a person in which the Corporation had a direct or indirect interest at the time the proceeds were realized, such as the Subsidiary) from a transaction that occurred outside the ordinary course of the business of the Corporation (or the Subsidiary) but within the period that commenced 24 months before the Return of Capital, and (ii) no other amount that may reasonably be considered to have derived from such proceeds was paid by the Corporation as a reduction of paid-up capital prior to the Return of Capital. ...

., the cash boot is considered to be sufficient to “bust” the IRC s. 351 rollover. ... Canadian tax consequences A Resident Holder (other than a Resident Dissenter) who disposes of Goldcorp Shares to Newmont under the Arrangement will be considered to have disposed of each Goldcorp Share for proceeds of disposition equal to the sum of the Cash Consideration and the aggregate fair market value at the Effective Time of the Consideration. ...

Management does not anticipate that the REIT will hold any non-portfolio property, so that it should not be considered to be a SIFT trust. ... Because management expects that the REIT units will be considered to be regularly traded on an established securities market (see below), it does not expect to be required to withhold on such excess distributions made to non-US holders owning 5% or fewer of the outstanding units during the applicable testing period. ... FIRPTA re unit dispositions Although the REIT is expected to be a U.S. real property holding corporation ("USRPHC"), the REIT units will not be treated as an interest in a USRPHC to a disposing unitholder who does not own or constructively own more than 5% of the units at any time in the five years preceding the disposition (or such shorter period as the units were held), if the units qualify as "regularly traded on an established securities market"- and the purchaser would not be requried to withhold, if the units are considered "regularly traded on an established securities market" regardless whether the selling unitholder held more than 5% of the outstanding units during the applicable testing period. ...

Management does not anticipate that the REIT will hold any non-portfolio property or carry on a Canadian business, so that it should not be considered to be a SIFT trust. ... Per 2014 AIF: The proceeds receivable on a disposition of a Unit may not qualify as U.S. source income for purposes of the Tax Act (including for Canadian foreign tax credit purposes), and beneficiaries of certain Unitholders that are trusts may not be considered to have paid such tax for purposes of the Tax Act and, accordingly, may not be entitled to a foreign tax credit in respect of such U.S. tax for Canadian tax purposes. ... Because management expects that the REIT units will be considered to be regularly traded on an established securities market, it does not expect to be required to withhold on such excess distributions made to non-US holders owning 5% or fewer of the outstanding units during the applicable testing period. ...

However, s. 84(4.1) does not apply to the Distribution provided that: (i) the Distribution can reasonably be considered to have been derived from proceeds of disposition realized by Sierra from a transaction that occurred outside the ordinary course of the business of Sierra but within the period that commenced 24 months before the Distribution; and (ii) no other amount that may reasonably be considered to have derived from such proceeds was paid by Sierra as a reduction of PUC prior to the Distribution. Management of Sierra has determined that the Distribution will be paid as a direct result of the proceeds of disposition that Sierra received on the sale of the outstanding Plexmar shares and loans to the Corporation in exchange for Shares under the Reorganization, that such transaction was outside of the ordinary course of Sierra's business, and that no amount that may reasonably be considered to have derived from such proceeds will have been paid by Sierra as a reduction of PUC prior to the Distribution. ...