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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.
YOU SHOULD CONSULT YOUR OWN ADVISOR REGARDING THE U.S. FEDERAL INCOME TAX
CONSEQUENCES OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR COMMON
SHARES IN LIGHT OF YOUR PARTICULAR CIRCUMSTANCES.
Definition of a U.S. Holder
As used herein, the term “U.S. Holder” means a beneficial owner of our securities that is (a) an individual
citizen or resident of the United States for U.S. federal income tax purposes; (b) a corporation (or other entity
taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the
United States or any state thereof or the District of Columbia; (c) an estate the income of which is subject to U.S.
federal income taxation regardless of its source; or (d) a trust, if (i) a court within the United States can exercise
primary supervision over the administration of the trust and one or more U.S. persons are authorized to control all
substantial decisions of the trust or (ii) a valid election is in effect under applicable Treasury Regulations to treat
such trust as a U.S. person.
Passive Foreign Investment Company Rules
We will be classified as a passive foreign investment company (a “PFIC”) in any taxable year in which,
after taking into account the income and assets of certain subsidiaries, either (i) at least 75% of our gross income is
passive income, or (ii) at least 50% of the average value of our assets is attributable to assets that produce or are held
for the production of passive income. Whether we will be classified as a PFIC in any taxable year is a factual
determination and will depend upon our assets, the market value of our common shares, and our activities in each
year and is therefore subject to change.