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Taxation of Dividends
Dividends paid or credited (or deemed to be paid or credited) by us to a holder of one or more common shares will
be subject to Canadian non-resident withholding tax at the rate of 25% on the gross amount of the dividend. Under
the Treaty, the rate of withholding tax is reduced to 15% if the holder is the beneficial owner of the dividends or 5%
if the holder is a company that owns at least 10% of the company's voting stock and beneficially owns the dividend.
Dividends paid to religious, scientific, charitable and similar tax exempt organizations and pension organizations
that are resident and exempt from tax in the United States may be exempt from this Canadian withholding tax. If you
are one of these types of entities, you should consult your tax advisor regarding the application of the Treaty in your
particular circumstances.
Taxation of Capital Gains
Gains realized by a holder on a sale, disposition or deemed disposition of our common shares, will not be subject to
tax under the Tax Act unless the common shares constitute “taxable Canadian property” within the meaning of the
Tax Act at the time of the sale, disposition or deemed disposition (including a deemed disposition upon death of a
holder). Our common shares are not “taxable Canadian property” provided that they are listed on a designated stock
exchange (which includes the TSX), and (a) one or any combination of (i) you, (ii) persons with whom you did not
deal at arm’s length, or (iii) partnerships in which you or a person with whom you did not deal at arm’s length held a
membership interest directly or indirectly through one or more partnerships at any time in the five years immediately
preceding the disposition, owned 25% or more of the issued shares of any class or series of our capital stock. Even if
our common shares are taxable Canadian property to you, under the Treaty you will generally be exempt from
paying Canadian income tax on any gain provided that you are a resident of the United States for the purposes of the
Treaty (and are otherwise eligible for the benefits of the Treaty), and further provided that the value of our common
shares is not derived principally from real property situated in Canada.
Currently, our common shares do not derive their value principally from real property situated in Canada and
therefore capital gains realized from the disposition of our common shares would be exempt from tax by virtue of
the provisions of the Tax Treaty; however, the determination as to whether Canadian tax would be applicable on a
sale, disposition or deemed disposition of common shares must be made at the time of that sale, disposition or
deemed disposition.
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following discussion is a general summary of the material U.S. federal income tax consequences of the
ownership and disposition of our common shares by a holder of our common shares that is a U.S. Holder (as defined
below). This summary is general in nature and does not address the effects of any state or local taxes, U.S. federal
estate, gift, or generation-skipping taxes, or the tax consequences in jurisdictions other than the United States. In
addition, this discussion does not discuss all aspects of U.S. federal income taxation that may be relevant to
investors subject to special treatment under U.S. federal income tax law (including, for example, owners of 10% or
more of the voting shares of the Company, U.S. expatriates, insurance companies, tax-exempt entities, financial
institutions, persons subject to the alternative minimum tax, regulated investment companies, securities broker-
dealers or dealers, traders in securities who elect to apply a mark-to-market method of accounting, partnerships or
other pass-through entities and investors in such an entity; persons holding our securities as part of a larger
integrated transaction, persons who acquire our securities as compensation; and, persons whose functional currency
is not the U.S. dollar). This summary is based on the U.S. Internal Revenue Code of 1986, as amended (which we
refer to as the “Code”), the regulations promulgated thereunder, court decisions and published rulings of the Internal
Revenue Service (the “IRS”), as in effect on the date hereof, and the Convention between the United States of
America and Canada with Respect to Taxes on Income and on Capital signed on September 26, 1980, as amended
and currently in force (which we refer to as the “Treaty”), and does not take into account the possible effect of future
legislative or administrative changes or court decisions. We will not request any rulings from the IRS or obtain any
opinions from counsel on the tax consequences described below, or on any other issues. The IRS or a court might
reach a contrary conclusion with respect to the issues addressed herein if the matter were to be contested. Future
legislative or administrative changes or court decisions may significantly change the conclusions expressed herein,
and any such changes or decisions may have a retroactive effect with respect to the matters discussed herein. This
discussion assumes that we are not, and will not become, a controlled foreign corporation as determined for U.S.
federal income tax purposes.
