What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-06-22 compared with 2020-06-29 · 384 added, 404 removed, 78 unchanged (91% of the section changed)

Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

Market for Registrant’s Common Equity, Related Shareholder

Matters and Issuer Purchases of Equity Securities

Market Information

Our common shares are traded on The Nasdaq

Capital Market and the TSX Venture Exchange under the symbol “ACST.”

As of June 24, 2020, there were

approximately 85 holders of record of our common shares.

The actual number of stockholders is greater than this number of

record holders and includes stockholders who are beneficial owners but whose shares are held in street name by brokers and

other nominees.

We do not anticipate paying any cash dividend

on the common shares in the foreseeable future.

We presently intend to retain future earnings to finance the expansion and growth

of our business.

Any future determination to pay dividends will be at the discretion of our board of directors and will depend

on our financial condition, results of operations, capital requirements and other factors the board of directors deems relevant.

In addition, the terms of any future debt or credit facility may preclude us from paying dividends.

Our common shares are traded on The Nasdaq Capital Market and the TSX Venture

Exchange under the symbol “ACST.”

As of June 22, 2021, there were approximately 26 holders of record of our

common shares.

The actual number of shareholders is greater than this number of record holders and includes shareholders who are beneficial

owners but whose shares are held in street name by brokers and other nominees.

We do not anticipate paying any cash dividend on our common shares in the

foreseeable future.

We presently intend to retain future earnings to finance the expansion and growth of our business.

Any future determination

to pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations,

capital requirements and other factors the board of directors deems relevant.

In addition, the terms of any future debt or credit facility

may preclude us from paying dividends.

The following is a summary of certain U.S.

federal income tax considerations arising from and relating to the acquisition, ownership, and disposition of our common shares

Holder (as defined below) as capital assets.

This summary provides only general information and does not purport

to be a complete analysis or listing of all potential U.S.

federal income tax considerations

arising from and relating to the acquisition, ownership, and disposition of our common shares to a U.S.

Holder (as defined below) as capital

This summary provides only general information and does not purport to

be a complete analysis or listing of all potential U.S.

federal income tax consequences that may apply to a U.S.

result of the acquisition, ownership, and disposition of our common shares.

In addition, this summary does not take into account

the individual facts and circumstances of any particular U.S.

Holder as a result of

the acquisition, ownership, and disposition of our common shares.

In addition, this summary does not take into account the individual

facts and circumstances of any particular U.S.

Holder that may affect the U.S.

federal income tax consequences applicable

federal income tax consequences applicable to that U.S.

Accordingly, this summary is not intended to be, and should not be construed as, legal or U.S.

federal income

tax advice with respect to any U.S.

federal income tax advice with

respect to any U.S.

Holder should consult its own tax advisor regarding the U.S.

federal, state

and local, and non-U.S.

tax consequences arising from or relating to the acquisition, ownership, and disposition of our common

federal, state and local, and non-U.S.

tax consequences arising from or relating to the acquisition, ownership, and disposition of our common shares.

No legal opinion from U.S.

legal counsel

or ruling from the Internal Revenue Service, or IRS, has been requested, or will be obtained, regarding the U.S.

federal income

tax consequences to U.S.

Holders of the acquisition, ownership, and disposition of our common shares.

This summary is not binding

on the IRS, and the IRS is not precluded from taking a position that is different from, and contrary to, the positions taken in

legal counsel or ruling from the Internal Revenue

Service, or IRS, has been requested, or will be obtained, regarding the U.S.

federal income tax consequences to U.S.

Holders of the acquisition,

ownership, and disposition of our common shares.

This summary is not binding on the IRS, and the IRS is not precluded from taking a position

that is different from, and contrary to, the positions taken in this summary.

In addition, because the authorities on which this summary

is based are subject to various interpretations, the IRS and the U.S.

courts could disagree with one or more of the positions taken in

this summary.

In addition, because the authorities on which this summary is based are subject to various interpretations, the IRS

courts could disagree with one or more of the positions taken in this summary.

Scope of this Disclosure

This summary is based on the Code, U.S.

Treasury Regulations promulgated thereunder (whether final, temporary or proposed), published IRS rulings, judicial decisions,

published administrative positions of the IRS, and the Convention between Canada and the United States of America with Respect

to Taxes on Income and on Capital, signed September 26, 1980, as amended (the Canada-U.S.

Tax Treaty), in each case, as in effect

as of the date of this report.

Any of the authorities on which this summary is based could be changed in a material and adverse

manner at any time, and any such change could be applied on a retroactive basis.

Unless otherwise discussed, this summary does

not discuss the potential effects, whether adverse or beneficial, of any proposed legislation.

Treasury Regulations promulgated

thereunder (whether final, temporary or proposed), published IRS rulings, judicial decisions, published administrative positions of the

IRS, and the Convention between Canada and the United States of America with Respect to Taxes on Income and on Capital, signed September

26, 1980, as amended (the Canada-U.S.

Tax Treaty), in each case, as in effect as of the date of this report.

Any of the authorities on

which this summary is based could be changed in a material and adverse manner at any time, and any such change could be applied on a retroactive

Unless otherwise discussed, this summary does not discuss the potential effects, whether adverse or beneficial, of any proposed

For purposes of this summary, a “U.S.

Holder” is a beneficial owner of common shares that, for U.S.

federal income tax purposes, is (a) an individual who is a

citizen or resident of the United States, (b) a corporation, or other entity classified as a corporation for U.S.

federal income

tax purposes, that is created or organized in or under the laws of the U.S., any state in the United States or the District of

Columbia, (c) an estate if the income of such estate is subject to U.S.

federal income tax regardless of the source of such income,

or (d) a trust if (i) such trust has validly elected to be treated as a U.S.

Holder” is a beneficial

owner of common shares that, for U.S.

federal income tax purposes, is (a) an individual who is a citizen or resident of the United States,

(b) a corporation, or other entity classified as a corporation for U.S.

federal income tax purposes, that is created or organized in or

under the laws of the U.S., any state in the United States or the District of Columbia, (c) an estate if the income of such estate is

subject to U.S.

federal income tax regardless of the source of such income, or (d) a trust if (i) such trust has validly elected to be

treated as a U.S.

person for U.S.

federal income tax purposes or (ii)

court is able to exercise primary supervision over the administration of such trust and one or more U.S.

persons have the

authority to control all substantial decisions of such trust.

federal income tax purposes or (ii) a U.S.

court is able to exercise primary supervision over the administration

of such trust and one or more U.S.

persons have the authority to control all substantial decisions of such trust.

Holders Subject to Special U.S.

Federal Income Tax Rules Not Addressed

Federal Income Tax Rules Not

This summary does not address the U.S.

federal income tax consequences applicable to U.S.

Holders that are subject to special provisions under the Code, including, but

not limited to, the following U.S.

Holders that are tax-exempt organizations, qualified retirement plans, individual

retirement accounts, or other tax deferred accounts;

Holders that are financial institutions, insurance companies, real

estate investment trusts, or regulated investment companies;

federal income tax consequences

applicable to U.S.

Holders that are subject to special provisions under the Code, including, but not limited to, the following U.S.

Holders that are tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax deferred

Holders that are financial institutions, insurance companies, real estate investment trusts, or regulated investment

Holders that are dealers in securities or currencies or U.S.

Holders that are traders in securities that elect to apply a mark-to-market accounting method;

Holders that have a “functional

currency” other than the U.S.

Holders that are traders in securities that elect to

apply a mark-to-market accounting method;

Holders that have a “functional currency” other than the U.S.

Holders subject to the alternative minimum tax provisions of the Code;

Holders that own common shares as part of a straddle, hedging transaction, conversion transaction, integrated transaction,

constructive sale, or other arrangement involving more than one position;

Holders that acquired common shares through

the exercise of employee stock options or otherwise as compensation for services;

Holders that hold common shares other

than as a capital asset within the meaning of Section 1221 of the Code;

Holders that beneficially own (directly, indirectly

or by attribution) 10% or more of our equity securities (by vote or value);

Holders that are subject

to special provisions under the Code, including U.S.

Holders described above, should consult their own tax advisor regarding the

Holders that own common shares as part of a straddle,

hedging transaction, conversion transaction, integrated transaction, constructive sale, or other arrangement involving more than one position;

Holders that acquired common shares through the exercise of employee stock options or otherwise as compensation for services;

Holders that hold common shares other than as a capital asset within the meaning of Section 1221 of the Code;

that beneficially own (directly, indirectly or by attribution) 10% or more of our equity securities (by vote or value);

Holders that are subject to special provisions under the Code, including U.S.

Holders described above, should consult their own tax

advisor regarding the U.S.

federal, U.S.

2 unchanged sentences

state and local, and non-U.S.

tax consequences

arising from and relating to the acquisition, ownership, and disposition of the common shares.

If an entity or arrangement that is classified

as a partnership for U.S.

tax consequences arising from and relating to the acquisition, ownership, and disposition of the common shares.

If an entity or arrangement that is classified as a partnership for U.S.

federal income tax purposes holds common shares, the U.S.

federal income tax consequences to that partnership

and the partners of that partnership generally will depend on the activities of the partnership and the status of the partners.

Partners of entities that are classified as partnerships for U.S.

federal income tax purposes should consult their own tax advisors

regarding the U.S.

federal income tax consequences arising from and relating to the acquisition, ownership and disposition of the

common shares.

federal income tax consequences to that partnership and the partners of that

partnership generally will depend on the activities of the partnership and the status of the partners.

Partners of entities that are classified

as partnerships for U.S.

federal income tax purposes should consult their own tax advisors regarding the U.S.

federal income tax consequences

arising from and relating to the acquisition, ownership and disposition of the common shares.

Tax Consequences Other than U.S.

Federal Income Tax Consequences Not Addressed

Federal Income Tax Consequences

Not Addressed

This summary does not address the U.S.

estate and gift, alternative minimum, state, local or non-U.S.

estate and gift, alternative minimum,

state, local or non-U.S.

tax consequences to U.S.

Holders of the acquisition, ownership,

and disposition of our common shares.

Holders of the acquisition, ownership, and disposition of our common shares.

Holder should consult its own tax advisor regarding the U.S.

estate and gift, alternative

minimum, state, local and non-U.S.

tax consequences arising from and relating to the acquisition, ownership, and disposition of

our common shares.

Federal Income Tax Considerations

of the Acquisition, Ownership, and Disposition of Common Shares

estate and gift, alternative minimum, state, local and non-U.S.

tax consequences

arising from and relating to the acquisition, ownership, and disposition of our common shares.

Federal Income Tax Considerations of the Acquisition, Ownership,

and Disposition of Common Shares

Distributions on Common Shares

Subject to the discussion under “—Passive

Foreign Investment Company Rules” below, a U.S.

Holder that receives a distribution, including a constructive distribution

or a taxable stock distribution, with respect to the common shares generally will be required to include the amount of that distribution

in gross income as a dividend (without reduction for any Canadian income tax withheld from such distribution) to the extent of

our current or accumulated “earnings and profits” (as computed for U.S.

Subject to the discussion under “—Passive Foreign Investment

Company Rules” below, a U.S.

Holder that receives a distribution, including a constructive distribution or a taxable stock distribution,

with respect to the common shares generally will be required to include the amount of that distribution in gross income as a dividend

(without reduction for any Canadian income tax withheld from such distribution) to the extent of our current or accumulated “earnings

and profits” (as computed for U.S.

federal income tax purposes).

To the extent

that a distribution exceeds our current and accumulated “earnings and profits”, the excess amount will be treated (a)

first, as a tax-free return of capital to the extent of a U.S.

Holder’s adjusted tax basis in the common shares with respect

to which the distribution is made (resulting in a corresponding reduction in the tax basis of those common shares) and, (b) thereafter,

as gain from the sale or exchange of those common shares (see the more detailed discussion at “—Disposition of Common

Shares” below).

We do not intend to calculate our current or accumulated earnings and profits for U.S.

federal income tax

purposes and, therefore, will not be able to provide U.S.

To the extent that a distribution exceeds our current and accumulated

“earnings and profits”, the excess amount will be treated (a) first, as a tax-free return of capital to the extent of a U.S.

Holder’s adjusted tax basis in the common shares with respect to which the distribution is made (resulting in a corresponding reduction

in the tax basis of those common shares) and, (b) thereafter, as gain from the sale or exchange of those common shares (see the more detailed

discussion at “—Disposition of Common Shares” below).

We do not intend to calculate our current or accumulated earnings

and profits for U.S.

federal income tax purposes and, therefore, will not be able to provide U.S.

Holders with that information.

Holders should therefore assume that

any distribution by us with respect to our common shares will constitute a dividend.

Holders should therefore assume that any distribution by us with respect to our common shares will constitute a dividend.

However, U.S.

Holders should consult their

own tax advisors regarding whether distributions from us should be treated as dividends for U.S.

federal income tax purposes.

paid on our common shares generally will not be eligible for the “dividends received deduction” allowed to corporations

under the Code with respect to dividends received from U.S.

Holders should consult their own tax advisors regarding whether distributions from us should be treated as dividends for U.S.

income tax purposes.

Dividends paid on our common shares generally will not be eligible for the “dividends received deduction”

allowed to corporations under the Code with respect to dividends received from U.S.

corporations.

A dividend paid by us generally will be

taxed at the preferential tax rates applicable to long-term capital gains if, among other requirements, (a) we are a “qualified

foreign corporation” (as defined below), (b) the U.S.

Holder receiving the dividend is an individual, estate, or trust, and

Holder for at least 61 days during the 121-day period

beginning 60 days before the “ex-dividend date” (i.e., the first date that a purchaser of the common shares will not

be entitled to receive the dividend).

For purposes of the rules described in

the preceding paragraph, we generally will be a “qualified foreign corporation”, or a QFC, if (a) we are eligible for

the benefits of the Canada-U.S.

Tax Treaty, or (b) our common shares are readily tradable on an established securities market in

the United States, within the meaning provided in the Code.

However, even if we satisfy one or more of the requirements, we will

not be treated as a QFC if we are classified as a PFIC (as discussed below) for the taxable year during which we pay the applicable

dividend or for the preceding taxable year.

The dividend rules are complex, and each U.S.

Holder should consult its own tax advisor

regarding the application of those rules to them in their particular circumstances.

Even if we satisfy one or more of the requirements,

as noted below, there can be no assurance that we will not be a PFIC in the current taxable year, or become a PFIC in the future.

A dividend paid by us generally will be taxed at the preferential tax rates

applicable to long-term capital gains if, among other requirements, (a) we are a “qualified foreign corporation” (as defined

below), (b) the U.S.

Holder receiving the dividend is an individual, estate, or trust, and (c) the dividend is paid on common shares that

have been held by the U.S.

Holder for at least 61 days during the 121-day period beginning 60 days before the “ex-dividend date”

(i.e., the first date that a purchaser of the common shares will not be entitled to receive the dividend).

For purposes of the rules described in the preceding paragraph, we generally

will be a “qualified foreign corporation”, or a QFC, if (a) we are eligible for the benefits of the Canada-U.S.

or (b) our common shares are readily tradable on an established securities market in the United States, within the meaning provided in

However, even if we satisfy one or more of the requirements, we will not be treated as a QFC if we are classified as a PFIC

(as discussed below) for the taxable year during which we pay the applicable dividend or for the preceding taxable year.

rules are complex, and each U.S.

Holder should consult its own tax advisor regarding the application of those rules to them in their particular

circumstances.

Even if we satisfy one or more of the requirements, as noted below, there can be no assurance that we will not be a PFIC

in the current taxable year or become a PFIC in the future.

Thus, there can be no assurance that we will qualify as a QFC.

Disposition of Common Shares

Subject to the discussion under

“—Passive Foreign Investment Company Rules” below, a U.S.

Holder will recognize gain or loss on the sale or

other taxable disposition of common shares (that is treated as a sale or exchange for U.S.

federal income tax purposes) equal

to the difference, if any, between (a) the U.S.

dollar value of the amount realized on the date of the sale or disposition

and (b) the U.S.

Subject to the discussion under “—Passive Foreign Investment

Company Rules” below, a U.S.

Holder will recognize gain or loss on the sale or other taxable disposition of common shares (that

is treated as a sale or exchange for U.S.

federal income tax purposes) equal to the difference, if any, between (a) the U.S.

of the amount realized on the date of the sale or disposition and (b) the U.S.

Holder’s adjusted tax basis (determined in U.S.

dollars) in the common shares sold or otherwise

Any such gain or loss generally will be capital gain or loss, which will be long-term capital gain or loss if

the common shares are held for more than one year.

Holder's initial tax basis in the common shares generally will

equal the U.S.

in the common shares sold or otherwise disposed of.

Any such gain or loss generally will be capital gain or loss, which will be long-term

capital gain or loss if the common shares are held for more than one year.

Holder's initial tax basis in the common shares generally

will equal the U.S.

dollar cost of such common shares.

Holder should consult its own tax advisor as to the tax treatment

of dispositions of common shares in exchange for Canadian dollars.

Preferential tax rates apply to long-term

capital gains of a U.S.

Holder that is an individual, estate, or trust.

There are currently no preferential tax rates for long-term

capital gains of a U.S.

Holder that is a corporation.

Holder should consult its own tax advisor as to the tax treatment of

dispositions of common shares in exchange for Canadian dollars.

Preferential tax rates apply to long-term capital gains of a U.S.

that is an individual, estate, or trust.

There are currently no preferential tax rates for long-term capital gains of a U.S.

is a corporation.

Deductions for capital losses are subject to complex limitations.

Passive Foreign Investment Company

If we are or become a PFIC, the preceding

sections of this summary may not describe the U.S.

Passive Foreign Investment Company Rules

If we are or become a PFIC, the preceding sections of this summary may

not describe the U.S.

federal income tax consequences to U.S.

Holders of the acquisition, ownership,

and disposition of our common shares.

Passive Foreign Investment Company

Special, generally unfavorable, rules apply

to the ownership and disposition of the stock of a PFIC.

Holders of the acquisition, ownership, and disposition of our common shares.

Passive Foreign Investment Company Status.

Special, generally unfavorable, rules apply to the ownership and disposition

of the stock of a PFIC.

federal income tax purposes, a non-U.S.

corporation is classified

as a PFIC if:

corporation is classified as a PFIC if:

at least 75% of its gross income for the taxable year is “passive”

income (referred to as the “income test”);

at least 50% of the average value of its assets held during the taxable year is

attributable to assets that produce passive income or are held for the production of passive income (referred to as the

at least 50% of the average value of its assets held during the

taxable year is attributable to assets that produce passive income or are held for the production of passive income (referred to as the

“asset test”).

Passive income generally includes the following

types of income:

dividends, royalties, rents, annuities, interest, and income equivalent to interest;

net gains from the sale or exchange of property that gives rise to dividends, interest, royalties, rents, or annuities and certain gains from the commodities transactions.

In determining whether we are a PFIC, we

will be required to take into account a pro rata portion of the income and assets of each corporation in which we own, directly

or indirectly, at least 25% by value.

As described above, PFIC status of a

corporation depends on the relative values of certain categories of assets and the relative

amount of certain kinds of income for a taxable year.

Therefore, our status as a PFIC for any given taxable year depends upon the

financial results for such year and upon relative valuations, which are subject to change and beyond our ability to predict

Based on our most recent financial statements and projections and given uncertainty regarding the composition of

our future income and assets, there is a significant risk that we may have been classified as a PFIC for the 2020 taxable

year and may be classified as a PFIC for our current taxable year and possibly subsequent years.

However, PFIC status is

fundamentally factual in nature, depends on the application of complex U.S.

federal income tax rules (which are subject to

differing interpretations), generally cannot be determined until the close of the taxable year in question and is determined

Accordingly, there can be no assurance that we will not be a PFIC in our current taxable year or subsequent years.

Passive income generally includes the following types of income:

dividends, royalties, rents, annuities, interest, and income equivalent

net gains from the sale or exchange of property that gives rise

to dividends, interest, royalties, rents, or annuities and certain gains from the commodities transactions.

In determining whether we are a PFIC, we will be required to take into

account a pro rata portion of the income and assets of each corporation in which we own, directly or indirectly, at least 25% by value.

As described above, PFIC status of a non-U.S.

corporation depends on the

relative values of certain categories of assets and the relative amount of certain kinds of income for a taxable year.

Therefore, our

status as a PFIC for any given taxable year depends upon the financial results for such year and upon relative valuations, which are subject

to change and beyond our ability to predict or control.

Based on our most recent financial statements and projections and given uncertainty

regarding the composition of our future income and assets, there is a significant risk that we may have been classified as a PFIC for

the taxable year that ended on March 31, 2021, and may be classified as a PFIC for our current taxable year and possibly subsequent years.

However, PFIC status is fundamentally factual in nature, depends on the application of complex U.S.

federal income tax rules (which are

subject to differing interpretations), generally cannot be determined until the close of the taxable year in question and is determined

In addition, in evaluating the risk that we may be classified as a PFIC for our current taxable year and subsequent years, we

have not taken into account any changes to the composition of our income and assets that may result from the merger.

Accordingly, there

can be no assurance that we will not be a PFIC in our current taxable year or subsequent years.

The PFIC rules are complex, and each U.S.

Holder should consult its tax advisor regarding the application of the PFIC rules

Default PFIC Rules Under Section

1291 of the Code.

Generally, if we are or have been treated

as a PFIC for any taxable year during a U.S.

Holder’s holding period of common shares, subject to the special rules described

below applicable to a U.S.

Holder who makes a Mark-to-Market Election or a QEF Election (each as defined below), any “excess

distribution” with respect to the common shares would be allocated ratably over the U.S.

Holder should consult its tax advisor regarding the application of the PFIC rules to us.

Default PFIC Rules Under Section 1291 of the Code.

Generally, if we are or have been treated as a PFIC for any taxable year

during a U.S.

Holder’s holding period of common shares, subject to the special rules described below applicable to a U.S.

who makes a Mark-to-Market Election or a QEF Election (each as defined below), any “excess distribution” with respect to the

common shares would be allocated ratably over the U.S.

Holder’s holding period.

amounts allocated to the taxable year of the excess distribution and to any year before we became a PFIC would be taxed as ordinary

The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or

corporations in that taxable year, as appropriate, and an interest charge would be imposed on the amount allocated to that taxable

Distributions made in respect of common shares during a taxable year will be excess distributions to the extent they exceed

125% of the average of the annual distributions on common shares received by the U.S.

Holder during the preceding three taxable

years or the U.S.

The amounts allocated to the taxable year of the

excess distribution and to any year before we became a PFIC would be taxed as ordinary income.

The amount allocated to each other taxable

year would be subject to tax at the highest rate in effect for individuals or corporations in that taxable year, as appropriate, and an

interest charge would be imposed on the amount allocated to that taxable year.

Distributions made in respect of common shares during a

taxable year will be excess distributions to the extent they exceed 125% of the average of the annual distributions on common shares received

Holder during the preceding three taxable years or the U.S.

Holder’s holding period, whichever is shorter.

In addition, dividends generally will not be qualified dividend

income if we are a PFIC in the taxable year of payment or the preceding year.

Generally, if we are treated as a PFIC

for any taxable year during which a U.S.

Holder owns common shares, any gain on the disposition of the common shares would be treated

as an excess distribution and would be allocated ratably over the U.S.

Holder’s holding period and subject to taxation in

the same manner as described in the preceding paragraph, and would not be eligible for the preferential long-term capital gains

Certain elections (including the Mark-to-Market

Election and the QEF Election, as defined and discussed below) may sometimes be used to mitigate the adverse impact of the PFIC

rules on U.S.

Holders, but these elections may accelerate the recognition of taxable income and have other adverse results.

dividends generally will not be qualified dividend income if we are a PFIC in the taxable year of payment or the preceding year.

Generally, if we are treated as a PFIC for any taxable year during which

Holder owns common shares, any gain on the disposition of the common shares would be treated as an excess distribution and would

be allocated ratably over the U.S.

Holder’s holding period and subject to taxation in the same manner as described in the preceding

paragraph and would not be eligible for the preferential long-term capital gains rate.

Certain elections (including the Mark-to-Market Election and the QEF Election,

as defined and discussed below) may sometimes be used to mitigate the adverse impact of the PFIC rules on U.S.

Holders, but these elections

may accelerate the recognition of taxable income and have other adverse results.

Each current or prospective U.S.

should consult its own tax advisor regarding potential status of us as a PFIC, the possible effect of the PFIC rules to such holder

in their particular circumstances, information reporting required if we were treated as a PFIC and the availability of any election

that may be available to the holder to mitigate adverse U.S.

Holder should consult its own tax advisor

regarding potential status of us as a PFIC, the possible effect of the PFIC rules to such holder in their particular circumstances, information

reporting required if we were treated as a PFIC and the availability of any election that may be available to the holder to mitigate adverse

federal income tax consequences of holding shares in a PFIC.

QEF Election.

Holder of common shares in a PFIC

generally would not be subject to the PFIC rules discussed above if the U.S.

Holder had made a timely and effective election (a

“QEF Election”) to treat us as a “qualified electing fund” (a “QEF”).

Holder of common shares in a PFIC generally would not be subject

to the PFIC rules discussed above if the U.S.

Holder had made a timely and effective election (a “QEF Election”) to treat

us as a “qualified electing fund” (a “QEF”).

Instead, such U.S.

would be subject to U.S.

federal income tax on its pro rata share of our (i) net capital gain, which would be

taxed as long-term capital gain to such U.S.

Holder, and (ii) ordinary earnings, which would be taxed as ordinary income to such

Holder, in each case regardless of whether such amounts are actually distributed to such U.S.

Holder would be subject to U.S.

federal income

tax on its pro rata share of our (i) net capital gain, which would be taxed as long-term capital gain to such U.S.

and (ii) ordinary earnings, which would be taxed as ordinary income to such U.S.

Holder, in each case regardless of whether such amounts

are actually distributed to such U.S.

However, a U.S.

that makes a QEF Election may, subject to certain limitations, elect to defer payment of current U.S.

federal income tax on such

amounts, subject to an interest charge.

Holder is not a corporation, any such interest paid will be treated as “personal

interest,” which is not deductible.

Holder that makes a timely and effective

QEF Election generally (a) may receive a tax-free distribution from us to the extent that such distribution represents our “earnings

and profits” that were previously included in income by such U.S.

Holder because of such QEF Election and (b) will adjust

Holder’s tax basis in the common shares to reflect the amount included in income or allowed as a tax-free distribution

because of such QEF Election.

Holder that makes a QEF Election may, subject to certain limitations, elect

to defer payment of current U.S.

federal income tax on such amounts, subject to an interest charge.

Holder is not a corporation,

any such interest paid will be treated as “personal interest,” which is not deductible.

Holder that makes a timely and effective QEF Election generally

(a) may receive a tax-free distribution from us to the extent that such distribution represents our “earnings and profits”

that were previously included in income by such U.S.

Holder because of such QEF Election and (b) will adjust such U.S.

tax basis in the common shares to reflect the amount included in income or allowed as a tax-free distribution because of such QEF Election.

In addition, for U.S.

federal income tax purposes, a U.S.

Holder that makes a timely QEF Election

generally will recognize capital gain or loss on the sale or other taxable disposition of the common shares.

A QEF Election will be treated as “timely”

if such QEF Election is made for the first taxable year in the U.S.

Holder’s holding period for the common shares in which

we are a PFIC.

Holder may make a timely QEF Election by filing the appropriate QEF Election documents at the time such U.S.

Holder that makes a timely QEF Election generally will recognize capital gain

or loss on the sale or other taxable disposition of the common shares.

A QEF Election will be treated as “timely” if such QEF Election

is made for the first taxable year in the U.S.

Holder’s holding period for the common shares in which we are a PFIC.

may make a timely QEF Election by filing the appropriate QEF Election documents at the time such U.S.

Holder files a U.S.

federal income tax return for such first year.

Holder makes a QEF Election after the first taxable

year in the U.S.

Holder’s holding period for the common shares in which we are a PFIC, then, in addition to filing the QEF

Election documents, a U.S.

Holder may elect to recognize gain (which will be taxed under the rules discussed under “— Default

PFIC Rules Under Section 1291 of the Code ”) as if the common shares were sold on the qualification date.

The “qualification

date” is the first day of the first taxable year in which we are a QEF with respect to such U.S.

The election to

recognize such gain can only be made if such U.S.

Holder’s holding period for the common shares includes the qualification

federal income

tax return for such first year.

Holder makes a QEF Election after the first taxable year in the U.S.

Holder’s holding

period for the common shares in which we are a PFIC, then, in addition to filing the QEF Election documents, a U.S.

Holder may elect to

recognize gain (which will be taxed under the rules discussed under “— Default PFIC Rules Under Section 1291 of the Code ”)

as if the common shares were sold on the qualification date.

The “qualification date” is the first day of the first taxable

year in which we are a QEF with respect to such U.S.

The election to recognize such gain can only be made if such U.S.

holding period for the common shares includes the qualification date.

By electing to recognize such gain, such U.S.

Holder will be deemed to have made a timely QEF Election.

In addition, under

very limited circumstances, it is possible that a U.S.

Holder might make a retroactive QEF Election if such U.S.

Holder failed

to file the QEF Election documents in a timely manner.

Holder fails to make a QEF Election for the first taxable year

Holder’s holding period for the common shares in which we are a PFIC and does not elect to recognize gain as

if the common shares were sold on the qualification date, such holder will not be treated as having made a “timely”

QEF Election and will continue to be subject to the special adverse taxation rules discussed above under “— Default

PFIC Rules Under Section 1291 of the Code ”.

A QEF Election will apply to the taxable

year for which such QEF Election is made and to all subsequent taxable years, unless such QEF Election is invalidated or terminated

or the IRS consents to revocation of such QEF Election.

Holder makes a QEF Election and, in a subsequent taxable year,

we cease to be a PFIC, the QEF Election will remain in effect (although it will not be applicable) during those taxable years in

which we are not a PFIC.

Accordingly, if we become a PFIC in another subsequent taxable year, the QEF Election will be effective

Holder will be subject to the rules described above during any such subsequent taxable year in which we qualify as

Holder cannot make and maintain

a valid QEF Election unless we provide certain U.S.

Holder will be deemed

to have made a timely QEF Election.

In addition, under very limited circumstances, it is possible that a U.S.

Holder might make a retroactive

QEF Election if such U.S.

Holder failed to file the QEF Election documents in a timely manner.

Holder fails to make a QEF Election

for the first taxable year in the U.S.

Holder’s holding period for the common shares in which we are a PFIC and does not elect to

recognize gain as if the common shares were sold on the qualification date, such holder will not be treated as having made a “timely”

QEF Election and will continue to be subject to the special adverse taxation rules discussed above under “— Default PFIC

Rules Under Section 1291 of the Code ”.

A QEF Election will apply to the taxable year for which such QEF Election

is made and to all subsequent taxable years, unless such QEF Election is invalidated or terminated or the IRS consents to revocation of

such QEF Election.

Holder makes a QEF Election and, in a subsequent taxable year, we cease to be a PFIC, the QEF Election will

remain in effect (although it will not be applicable) during those taxable years in which we are not a PFIC.

Accordingly, if we become

a PFIC in another subsequent taxable year, the QEF Election will be effective, and the U.S.

Holder will be subject to the rules described

above during any such subsequent taxable year in which we qualify as a PFIC.

Holder cannot make and maintain a valid QEF Election unless we provide

tax information necessary to make such an election.

On an annual basis, we

intend to use commercially reasonable efforts to make available to U.S.

Holders, upon their written request (a) timely information

as to our status as a PFIC, and (b) for each year in which we are a PFIC, information and documentation that a U.S.

Holder making

a QEF Election with respect to us is required to obtain for U.S.

On an annual basis, we intend to use commercially reasonable efforts

to make available to U.S.

Holders, upon their written request (a) timely information as to our status as a PFIC, and (b) for each year

in which we are a PFIC, information and documentation that a U.S.

Holder making a QEF Election with respect to us is required to obtain

federal income tax purposes.

Holder should consult its

own tax advisor regarding the availability of, and procedure for making, a QEF Election with respect to us.

Holder should consult its own tax advisor regarding the availability of, and procedure

for making, a QEF Election with respect to us.

Mark-to-Market Election.

Holder of common shares in a PFIC

would not be subject to the PFIC rules discussed above under “— Default PFIC Rules Under Section 1291 of the Code ”

Holder had made a timely and effective election to mark the PFIC common shares to market (a “Mark-to-Market Election”).

Holder may make a Mark-to-Market Election with respect

to the common shares only if such shares are marketable stock.

Such shares generally will be “marketable stock”

they are regularly traded on a “qualified exchange,”

which is defined as (a) a national securities exchange that is

registered with the SEC, (b) the national market system established pursuant to section 11A of the Exchange Act, or (c) a non-U.S.

securities exchange that is regulated or supervised by a governmental authority of the country in which the market is located,

provided that (i) such non-U.S.

exchange has trading volume, listing, financial disclosure, surveillance, and other requirements,

and the laws of the country in which such non-U.S.

Holder of common shares in a PFIC would not be subject to the PFIC

rules discussed above under “— Default PFIC Rules Under Section 1291 of the Code ” if the U.S.

Holder had made

a timely and effective election to mark the PFIC common shares to market (a “Mark-to-Market Election”).

Holder may make a Mark-to-Market Election with respect to the common

shares only if such shares are marketable stock.

Such shares generally will be “marketable stock” if they are regularly traded

on a “qualified exchange,” which is defined as (a) a national securities exchange that is registered with the SEC, (b) the

national market system established pursuant to section 11A of the Exchange Act, or (c) a non-U.S.

securities exchange that is regulated

or supervised by a governmental authority of the country in which the market is located, provided that (i) such non-U.S.

trading volume, listing, financial disclosure, surveillance, and other requirements, and the laws of the country in which such non-U.S.

exchange is located, together with the rules of such non-U.S.

exchange, ensure

that such requirements are actually enforced and (ii) the rules of such non-U.S.

exchange, ensure that such requirements are actually enforced and (ii) the

rules of such non-U.S.

exchange ensure active trading of listed stocks.

Our common shares will generally be treated as “regularly traded”

in any calendar year in which more than a de

minimis quantity of common shares is traded on a qualified exchange for at least 15 days during each calendar quarter.

Holder should consult its own tax advisor with respect to the availability of a Mark-to-Market Election with respect

to the common shares.

Our common shares will generally be treated as “regularly

traded” in any calendar year in which more than a de minimis quantity of common shares is traded on a qualified

exchange for at least 15 days during each calendar quarter.

Holder should consult its own tax advisor with respect to the availability

of a Mark-to-Market Election with respect to the common shares.

In general, a U.S.

Holder that makes a

timely Mark-to-Market Election with respect to the common shares will include in ordinary income, for each taxable year in which

we are a PFIC, an amount equal to the excess, if any, of (a) the fair market value of the common shares as of the close of such

taxable year over (b) such U.S.

Holder’s tax basis in such shares.

Holder that makes a Mark-to-Market Election will

be allowed a deduction in an amount equal to the lesser of (a) the excess, if any, of (i) such U.S.

Holder’s adjusted tax

basis in the common shares over (ii) the fair market value of such shares as of the close of such taxable year or (b) the excess,

if any, of (i) the amount included in ordinary income because of such Mark-to-Market Election for prior taxable years over (ii)

the amount allowed as a deduction because of such Mark-to-Market Election for prior taxable years.

Holder makes a Mark-to-Market

Election after the first taxable year in which we are a PFIC and such U.S.

Holder has not made a timely QEF Election with respect

to us, the PFIC rules described above under “— Default PFIC Rules Under Section 1291 of the Code ” will

apply to certain dispositions of, and distributions on, the common shares, and the U.S.

Holder’s mark-to-market income for

the year of the election.

Holder that makes a timely Mark-to-Market Election with

respect to the common shares will include in ordinary income, for each taxable year in which we are a PFIC, an amount equal to the excess,

if any, of (a) the fair market value of the common shares as of the close of such taxable year over (b) such U.S.

Holder’s tax basis

in such shares.

Holder that makes a Mark-to-Market Election will be allowed a deduction in an amount equal to the lesser of (a)

the excess, if any, of (i) such U.S.

Holder’s adjusted tax basis in the common shares over (ii) the fair market value of such shares

as of the close of such taxable year or (b) the excess, if any, of (i) the amount included in ordinary income because of such Mark-to-Market

Election for prior taxable years over (ii) the amount allowed as a deduction because of such Mark-to-Market Election for prior taxable

Holder makes a Mark-to-Market Election after the first taxable year in which we are a PFIC and such U.S.

Holder has not

made a timely QEF Election with respect to us, the PFIC rules described above under “— Default PFIC Rules Under Section

1291 of the Code ” will apply to certain dispositions of, and distributions on, the common shares, and the U.S.

mark-to-market income for the year of the election.

If we were to cease being a PFIC, a U.S.

Holder that marked its common shares to market would not include

mark-to-market gain or loss with respect to its common shares for any taxable year that we were not a PFIC.

Holder that makes a Mark-to-Market

Election generally will also adjust such U.S.

Holder’s tax basis in his common shares to reflect the amount included in gross

income or allowed as a deduction because of such Mark-to-Market Election.

In addition, upon a sale or other taxable disposition

of the common shares subject to a Mark-to-Market Election, any gain or loss on such disposition will be ordinary income or loss

(to the extent that such loss does not to exceed the excess, if any, of (a) the amount included in ordinary income because of such

Mark-to-Market Election for prior taxable years over (b) the amount allowed as a deduction because of such Mark-to-Market Election

for prior taxable years).

A Mark-to-Market Election applies to the taxable year in which such Mark-to-Market Election is made and

to each subsequent taxable year, unless the common shares cease to be “marketable stock” or the IRS consents to revocation

of such election.

Holder should consult its own tax advisor regarding the availability of, and procedure for making,

a Mark-to-Market Election with respect to the common shares.

If we were to

be treated as a PFIC in any taxable year, a U.S.

Holder will generally be required to file an annual report with the IRS containing

such information as the U.S.

Holder that marked its common shares to market

would not include mark-to-market gain or loss with respect to its common shares for any taxable year that we were not a PFIC.

Holder that makes a Mark-to-Market Election generally will also

adjust such U.S.

Holder’s tax basis in his common shares to reflect the amount included in gross income or allowed as a deduction

because of such Mark-to-Market Election.

In addition, upon a sale or other taxable disposition of the common shares subject to a Mark-to-Market

Election, any gain or loss on such disposition will be ordinary income or loss (to the extent that such loss does not to exceed the excess,

if any, of (a) the amount included in ordinary income because of such Mark-to-Market Election for prior taxable years over (b) the amount

allowed as a deduction because of such Mark-to-Market Election for prior taxable years).

A Mark-to-Market Election applies to the taxable

year in which such Mark-to-Market Election is made and to each subsequent taxable year unless the common shares cease to be “marketable

stock” or the IRS consents to revocation of such election.

Holder should consult its own tax advisor regarding the availability

of, and procedure for making, a Mark-to-Market Election with respect to the common shares.

If we were to be treated as a PFIC in any taxable year, a U.S.

generally be required to file an annual report with the IRS containing such information as the U.S.

Treasury Department may require.

Holder should consult its

own tax advisor regarding our potential status as a PFIC, the possible effect of the PFIC rules to such holder and information

reporting required if we were a PFIC, as well as the availability of any election that may be available to the holder to mitigate

federal income tax consequences of holding shares in a PFIC.

Holder should consult its own tax advisor regarding our potential

status as a PFIC, the possible effect of the PFIC rules to such holder and information reporting required if we were a PFIC, as well as

the availability of any election that may be available to the holder to mitigate adverse U.S.

federal income tax consequences of holding

shares in a PFIC.

Receipt of Foreign Currency

The amount of a distribution paid in

Canadian dollars or Canadian dollar proceeds received on the sale or other taxable disposition of common shares will

generally be equal to the U.S.

dollar value of the currency on the date of receipt.

If any Canadian dollars received with

respect to the common shares are later converted into U.S.

The amount of a distribution paid in Canadian dollars or Canadian dollar

proceeds received on the sale or other taxable disposition of common shares will generally be equal to the U.S.

dollar value of the currency

on the date of receipt.

If any Canadian dollars received with respect to the common shares are later converted into U.S.

dollars, U.S.

Holders may realize foreign currency gain or loss on

the conversion.

Any gain or loss generally will be treated as ordinary income or loss and generally will be from sources

within the United States for U.S.

Holders may realize foreign currency gain or loss on the conversion.

Any gain or loss generally will be treated as ordinary income or

loss and generally will be from sources within the United States for U.S.

foreign tax credit purposes.

Holder should consult its own tax advisor concerning

the possibility of foreign currency gain or loss if any such currency is not converted into U.S.

dollars on the date of

Holder should consult

its own tax advisor concerning the possibility of foreign currency gain or loss if any such currency is not converted into U.S.

on the date of receipt.

Foreign Tax Credit

Subject to certain limitations, a U.S.

Holder who pays (whether directly or through withholding) Canadian or other non-U.S.

income tax with respect to the common shares

may be entitled, at the election of the U.S.

Holder who pays (whether directly

or through withholding) Canadian or other non-U.S.

income tax with respect to the common shares may be entitled, at the election of the

Holder, to receive either a deduction or a credit for Canadian or other non-U.S.

Dividends paid on common shares generally will constitute income from sources outside the United States.

Any gain from the sale or other taxable disposition of the common shares by a U.S.

income tax paid.

Dividends paid on common shares

generally will constitute income from sources outside the United States.

Any gain from the sale or other taxable disposition of the common

shares by a U.S.

Holder generally will constitute U.S.

tax credit rules (including the limitations with respect thereto) are complex, and each U.S.

Holder should consult its own tax

advisor regarding the foreign tax credit rules, having regard to such holder’s particular circumstances.

source income.

The foreign tax credit rules (including the limitations with respect

thereto) are complex, and each U.S.

Holder should consult its own tax advisor regarding the foreign tax credit rules, having regard to

such holder’s particular circumstances.

Information Reporting;

Backup Withholding

Generally, information reporting and

backup withholding will apply to distributions on, and the payment of proceeds from the sale or other taxable disposition of,

the common shares unless (i) the U.S.

Holder is a corporation or other exempt entity, or (ii) in the case of backup

withholding, the U.S.

Holder provides a correct taxpayer identification number, certifies that the U.S.

Holder is not

subject to backup withholding and otherwise complies with the applicable requirements of the backup withholding rules.

Backup withholding is not an additional

Any amount withheld generally will be creditable against a U.S.

Generally, information reporting and backup withholding will apply to distributions

on, and the payment of proceeds from the sale or other taxable disposition of, the common shares unless (i) the U.S.

Holder is a corporation

or other exempt entity, or (ii) in the case of backup withholding, the U.S.

Holder provides a correct taxpayer identification number,

certifies that the U.S.

Holder is not subject to backup withholding and otherwise complies with the applicable requirements of the backup

withholding rules.

Backup withholding is not an additional tax.

Any amount withheld generally

will be creditable against a U.S.

Holder’s U.S.

federal income tax liability or refundable

to the extent that it exceeds such liability provided the required information is provided to the IRS in a timely manner.

federal income tax liability or refundable to the extent that it exceeds such liability

provided the required information is provided to the IRS in a timely manner.

In addition, certain categories of U.S.

Holders must file information returns with respect to their investment in a non-U.S.

Holders must file information returns

with respect to their investment in a non-U.S.

For example, certain U.S.

must file IRS Form 8938 with respect to certain “specified foreign financial assets” (such as the common shares) with

an aggregate value in excess of US$50,000 (and, in some circumstances, a higher threshold).

Failure to do so could result in substantial

penalties and in the extension of the statute of limitations with respect to such holder’s U.S.

Holders must file IRS Form 8938 with respect to

certain “specified foreign financial assets” (such as the common shares) with an aggregate value in excess of US$50,000 (and,

in some circumstances, a higher threshold).

Failure to do so could result in substantial penalties and in the extension of the statute

of limitations with respect to such holder’s U.S.

federal income tax returns.

Holder should consult its own tax advisor regarding application of the information reporting and backup withholding rules

to it in connection with an investment in our common shares.

Holder should consult its own tax advisor

regarding application of the information reporting and backup withholding rules to it in connection with an investment in our common shares.

Medicare Contribution Tax

Holders that are individuals, estates

or certain trusts generally will be subject to a 3.8% Medicare contribution tax on, among other things, dividends on, and capital

gains from the sale or other taxable disposition of, common shares, subject to certain limitations and exceptions.

should consult its own tax advisor regarding possible application of this additional tax to income earned in connection with an

investment in our common shares.

Holders that are individuals, estates or certain trusts generally

will be subject to a 3.8% Medicare contribution tax on, among other things, dividends on, and capital gains from the sale or other taxable

disposition of, common shares, subject to certain limitations and exceptions.

Holder should consult its own tax advisor regarding

possible application of this additional tax to income earned in connection with an investment in our common shares.

Recent Sales of Unregistered Securities

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What changed 10-K

Item 5. Market for Registrant’s Common Equity