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., 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. ...

Although the exchange under the Plan of Arrangement of Gold or Silver Notes for shares occurs at the noteholder’s election, s. 51 non-recognition treatment is not considered to apply, and the note-for debenture exchanges are considered to also occur on a taxable basis (no s. 51.1). ... If a convertible debenture is not an "excluded obligation", issues that arise are whether any excess would be considered to exist, whether any such excess which is deemed to be interest is "participating debt interest", and if the excess is participating debt interest, whether that results in all interest on the obligation being considered to be participating debt interest. ... The Gold Notes and Silver Notes are publicly traded and the 2020 Debentures and 2018 Debentures will likely be considered “publicly traded,” so that the issue price of the Debentures will be equal to their respective fair market values on the date of the exchange. ...

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. ...

This was considered by the Spartan board to be a superior proposal to that under an arrangement agreement with Pinecrest Energy Inc., resulting in a break fee of $12.5M being paid to Pinecrest. ...

Dissenters will be considered to have disposed of their shares to Maple, so that they generally will receive capital gain or loss treatment (with the exception of any interest award). ...

However, the Risk Factors contain a detailed discussion of the possibility that the debentures may not be excluded obligations and that the possibility of conversion may cause all interest to be considered to be participating interest. ...

MI 61-101 In light of the absence of collateral benefits, the Arrangment is not considered a business combination under MI 61-101 and the minority approval requirements of MI 61-101 do not apply. ...