What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2025-02-14 compared with 2024-02-09 · 81 added, 75 removed, 333 unchanged (32% of the section changed)

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Certain Canadian Federal Income Tax Considerations for U.S.

The following summary describes, as of the date hereof, the principal Canadian federal income tax consequences under Income Tax Act (Canada) (the “Tax Act”) and the regulations thereunder (the “Regulations”) generally applicable to a holder of Common Shares who, at all relevant times, for the purposes of the Tax Act, (i) holds such Common Shares as capital property, (ii) deals at arm’s length with the Company, (iii) is not affiliated with the Company, (iv) is not, and is not deemed to be, a resident of Canada, and (v) does not use or hold (and will not be deemed to use or hold) the Common Shares in the course of carrying on a business in Canada, or otherwise in connection with a business carried on in Canada (a “Non-Resident Holder”).

Special rules, which are not discussed in this summary, may apply to a Non-Resident Holder that is an insurer carrying on business in Canada and elsewhere or is an “authorized foreign bank” )as defined in the Tax Act).

Such Non-Resident Holders should consult their own tax advisors.

The Common Shares will generally be considered capital property to a Non-Resident Holder provided that the Non-Resident Holder does not use or hold (and will not use or hold) the Common Shares in the course of carrying on a business of trading or dealing in securities and such Non-Resident Holder has not acquired (and will not acquire) the Common Shares in one or more transactions considered to be an adventure or concern in the nature of trade.

The term “U.S.

Holder” for the purposes of this section, means a Non-Resident Holder who, for purposes of the Canada-United States Tax Convention (1980) as amended, (the “Convention”), is at all relevant times a resident of the United States and is a “qualifying person” under, and entitled to the benefits of, the Convention, Certain U.S.

resident entities that are fiscally transparent for United States federal income tax purposes (including certain limited liability companies) may not in all circumstances be entitled to the benefits of the Convention.

Members of or holders of an interest in such an entity that holds Common Shares should consult their own tax advisors regarding the extent, if any, to which the benefits of the Convention will apply to the entity in respect of its Common Shares.

This summary is based on the information contained in this Form 10-K, the current provisions of the Tax Act, the Regulations, the current provisions of the Convention and counsel’s understanding of the published administrative policies and assessing practices of the Canada Revenue Agency (the “CRA”) published in writing by the CRA prior to the date hereof.

This summary also takes into account all specific proposals to amend the Tax Act and Regulations publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (collectively, the “Proposed Tax Amendments”).

This summary assumes that the Proposed Tax Amendments will be enacted substantially as proposed;

The following summary describes, as of the date hereof, the principal Canadian federal income tax consequences generally applicable under the Income Tax Act (Canada) and the regulations enacted thereunder (collectively, the “Tax Act”) and the Canada-United States Income Tax Convention (1980) (the “Convention”) to the holding and disposition of our Common Shares.

Comment is restricted to holders of Common Shares each of whom, at all material times for the purposes of the Canadian Tax Act and the Convention, (i) is resident solely in the United States for tax purposes, (ii) is a “qualifying person” under and entitled to the benefits of the Convention, (iii) holds all Common Shares as capital property, (iv) deals at arm’s length with and is not affiliated with the Company, (v) does not and is not deemed to use or hold any Common Shares in a business carried on in Canada, (vi) is not an insurer that carries on business in Canada and elsewhere and (vii) is not an “authorized foreign bank” (as defined in the Tax Act) (each such holder, a “U.S.

Certain U.S.-resident entities that are fiscally transparent for United States federal income tax purposes (including certain limited liability companies) may not in all circumstances be entitled to the benefits of the Convention.

Members of or holders of an interest in such an entity that holds Common Shares should consult their own tax advisers regarding the extent, if any, to which the benefits of the Convention will apply to the entity in respect of its Common Shares.

This summary does not deal with special situations such as the particular circumstances of traders or dealers in securities or holders who have entered into a “derivative forward agreement”, “synthetic equity arrangement” or “synthetic disposition arrangement” (each as defined in the Tax Act) in respect of the common shares.

Such holders should consult their own tax advisors.

Generally, a U.S.

Holder’s Common Shares will be considered to be capital property of such Holder provided that the U.S.

Holder is not a trader or dealer in securities, did not acquire, hold, or dispose of the common shares in one or more transactions considered to be an adventure or concern in the nature of trade (i.e.

speculation) and does not hold the common shares in the course of carrying on a business.

This summary is based on the information contained in this Form 10-K, the current provisions of the Tax Act and the Convention in effect as of the date prior to the date hereof and counsel’s understanding of the published administrative policies and assessing practices of the Canada Revenue Agency (the “CRA”) published in writing by the CRA prior to the date hereof.

This summary also takes into account all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “Proposed Tax Amendments”).

This summary assumes that the Proposed Tax Amendments will be enacted as proposed;

however, no assurances can be given that the Proposed Tax Amendments will be enacted as proposed or at all.

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This summary is not exhaustive of all possible Canadian federal income tax considerations of acquiring or holding Common Shares.

This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal, business, or tax advice to any particular Non-Resident Holder and no representations with respect to the tax consequences to any particular Non-Resident Holder are made.

Accordingly, Non-Resident Holders should consult their own tax advisors as to the Canadian federal tax consequences, and the tax consequences of any other jurisdiction, applicable to them having regard to their own particular circumstances.

This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal, business, or tax advice to any particular U.S.

Holder and no representations with respect to the tax consequences to any particular U.S.

Holder are made.

Accordingly, U.S.

Holders should consult their own tax advisors as to the Canadian federal tax consequences, and the tax consequences of any other jurisdiction, applicable to them having regard to their own particular circumstances.

Currency Conversion

Generally, for purposes of the Tax Act, all amounts calculated in a currency other than the Canadian dollar relating to the acquisition, holding or disposition of Common Shares must be converted into Canadian dollars based on the exchange rates determined in accordance with the Tax Act.

The amount of dividends to be included in income, and capital gains and losses realized by a Non-Resident Holder, may be affected by fluctuations in the relevant exchange rates.

Generally, for the purposes of the Tax Act, all amounts relating to the acquisition, holding or disposition of Common Shares (including dividends, adjusted cost base and proceeds of disposition) must be converted into Canadian dollars based on the relevant exchange rate as determined in accordance with the Canadian Tax Act.

Disposition of Common Shares

A Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain realized by such Non-Resident Holder on a disposition of the Common Shares, nor will capital losses arising from the disposition be recognized under the Tax Act, unless the Common Shares constitute “taxable Canadian property” (as defined in the Tax Act) of the Non-Resident Holder at the time of disposition and the Non-Resident Holder is not entitled to relief under an applicable income tax treaty or convention.

As long as the shares are then listed on a “designated stock exchange” (as defined in the Tax Act) (which currently includes the TSX and the NYSE American) at the time of disposition or deemed disposition, the Common Shares generally will not constitute taxable Canadian property of a Non-Resident Holder, unless (a) at any time during the 60-month period immediately preceding the disposition the following two conditions are met concurrently:

(i) one or any combination of (A) the Non-Resident Holder, (B) persons not dealing at arm’s length with such Non-Resident Holder, (C) partnerships in which the Non-Resident Holder or a person described in (B) holds a membership interest directly or indirectly through one or more partnerships, owned 25% or more of the issued shares of any class or series of shares of the capital stock of the Company;

and (ii) more than 50% of the fair market value of the Common Shares was derived, directly or indirectly, from one or any combination of real or immovable property situated in Canada, “Canadian resource properties” (as defined in the Tax Act), “timber resource properties” (as defined in the Tax Act) or options in, or interests in, or for civil law rights in, such properties, whether or not the property exists, or (b) the Common Shares are otherwise deemed to be taxable Canadian property pursuant to certain circumstances prescribed in the Tax Act.

If the Common Shares are taxable Canadian property to a Non-Resident Holder, an applicable income tax treaty or convention, including the Convention, may in certain circumstances exempt that Non-Resident Holder from tax under Tax Act in respect of the disposition or deemed disposition of the Common Shares.

A Non-Resident Holder whose shares are taxable Canadian property should consult their own advisors having regard to their particular circumstances.

Holder will not be subject to tax under the Tax Act in respect of any capital gain realized by such U.S.

Holder on a disposition of the Common Shares, nor will capital losses arising from the disposition be recognized under the Tax Act, unless the Common Shares constitute “taxable Canadian property” (as defined in the Tax Act) of the U.S.

Holder at the time of disposition and the U.S.

Holder is not entitled to relief under the Convention.

Generally, as long as the Common Shares are then listed on a “designated stock exchange” (as defined in the Tax Act and which currently includes the TSX and the NYSE American) at the time of disposition or deemed disposition, the Common Shares will not constitute taxable Canadian property of a U.S.

Holder, unless at any time during the 60-month period immediately preceding the disposition the following two conditions are met concurrently:

Holder, persons with whom the U.S.

Holder does not deal at arm’s length, partnerships whose members include, either directly or indirectly through one or more partnerships, the U.S.

Holder or persons with whom the U.S.

Holder does not deal at arm’s length , or any combination of them, owned 25% or more of the issued shares of any class or series of shares in the capital stock of the Company, and (b) more than 50% of the fair market value of the Common Shares was derived, directly or indirectly, from one or any combination of real or immovable property situated in Canada, “Canadian resource properties”, “timber resource properties” (each as defined in the Tax Act), and options in respect of or interests in, or ,for civil law, rights in, any such properties (whether or not the property exists).

Notwithstanding the foregoing, the Common Shares may also be deemed to be taxable Canadian property of a U.S.

Holder pursuant to other circumstances prescribed in the Tax Act.

Even if the Common Shares constitute “taxable Canadian property” to a U.S.

Holder, under the Convention, such a U.S.

Holder will not be subject to tax under the Tax Act on any capital gain realized by such holder on a disposition of such Common Shares, provided the value of such Common Shares is not derived principally from real property situated in Canada (within the meaning of the Convention).

Holder whose Common Shares may constitue taxable Canadian property should consult their own advisors having regard to their particular circumstances.

Dividends on Common Shares

Under the Tax Act, dividends on Common Shares paid or credited or deemed to be paid or credited to a Non-Resident Holder will be subject to Canadian withholding tax at the rate of 25% of the gross amount of the dividends unless such rate is reduced by the terms of an applicable income tax treaty or convention.

In general, in the case of a U.S.

Holder who is paid or credited a dividend or deemed dividend, is the beneficial owner of such dividend or deemed dividend, and who qualifies for full benefits under the Convention, the rate of such Canadian withholding tax will generally be reduced to 15% of the gross amount of such dividend (or 5% in the case of a U.S.

Holder that is a company beneficially owning at least 10% of the Company’s voting shares).

In addition, under the Convention, dividends may be exempt from Canadian withholding tax if paid to certain U.S.

Holders that are qualifying religious, scientific, literary, educational or charitable tax-exempt organizations and qualifying trusts, companies, organizations or arrangements operated exclusively to administer or provide pension, retirement or employee benefits that are exempt from tax in the United States and that have complied with specific administrative procedures.

The Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting of which Canada is a signatory, affects many of Canada’s tax treaties (but not the Convention), including the ability to claim benefits thereunder.

Non-Resident Holders should consult their own tax advisors to determine their entitlement to relief under an applicable income tax treaty or convention.

Under the Tax Act, dividends on Common Shares paid or credited or deemed to be paid or credited to a U.S Holder will be subject to Canadian withholding tax.

The rate of withholding under the Tax Act is 25% of the gross amount of the dividends.

However, in the case of a U.S.

The rate of withholding tax is further reduced to 5% if the beneficial owner of such dividend is an U.S.

Holder that is a company that owns, directly or indirectly, at least 10% of the Company’s voting shares.

Federal Income Tax Considerations

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

Holder as a result of the acquisition of Common Shares.

Holder as a result of the acquisition, ownership and disposition of Common Shares.

Furthermore, this summary does not take into account the individual facts and circumstances of any particular U.S.

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No ruling from the U.S.

Internal Revenue Service (the “IRS”) or legal opinion has been requested, or will be obtained, regarding the potential U.S.

Internal Revenue Service (the “IRS”) or legal opinion from legal counsel has been requested, or will be obtained, regarding the potential U.S.

federal income tax considerations applicable to U.S.

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This summary is based on the U.S.

Internal Revenue, as amended (“Code”), regulations promulgated by the Department of the Treasury (whether final, temporary or proposed) (“Treasury Regulations”), U.S.

Internal Revenue Code of 1986, as amended (“Code”), regulations promulgated by the U.S.

Department of the Treasury (whether final, temporary or proposed) (“Treasury Regulations”), U.S.

court decisions, published rulings and administrative positions of the IRS, and the Convention, that are applicable and, in each case, in effect as of the date of this document.

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federal income tax considerations described in this summary.

This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive basis.

This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive or prospective basis.

For purposes of this section, 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 for U.S.

federal income tax purposes, is (a) a citizen or individual resident of the United States for U.S.

federal income tax purposes;

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federal income tax considerations applicable to U.S.

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

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

Holders that are financial institutions, underwriters, insurance companies, real estate investment trusts or regulated investment companies or that are broker-dealers, dealers, or traders in securities or currencies that elect to apply a mark-to-market accounting method;

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

Holders that own Common Shares as part of a straddle, hedging transaction, conversion transaction, constructive sale or other integrated transactions;

Holders that acquired Common Shares in connection with the exercise of employee stock options or otherwise as compensation for services;

Holders that hold Common Shares other than as a capital asset (generally property held for investment purposes) within the meaning of Section 1221 of the Code;

Holders that are subject to special tax accounting rules;

Holders that own, directly, indirectly or by attribution, 10% or more, by voting power or value, of the outstanding shares of the Company;

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

Holders that:

(a) are tax-exempt organizations, qualified retirement plans, individual retirement accounts or other tax-deferred accounts;

(b) are financial institutions, underwriters, insurance companies, real estate investment trusts or regulated investment companies or that are broker-dealers, dealers, or traders in securities or currencies that elect to apply a mark-to-market accounting method;

(d) own Common Shares as part of a straddle, hedging transaction, conversion transaction, constructive sale or other integrated transaction;

(e) acquired Common Shares in connection with the exercise of employee stock options or otherwise as compensation for services;

(f) hold Common Shares other than as a capital asset (generally property held for investment purposes) within the meaning of Section 1221 of the Code;

(g) are subject to special tax accounting rules with respect to their Common Shares;

(h) own, directly, indirectly or by attribution, 10% or more, by voting power or value, of the outstanding shares of the Company;

(i) are partnerships and other pass-through entities (and investors in such partnerships and entities);

(j) are S corporations (and shareholders thereof):

(k) are subject to the alternative minimum tax;

expatriates or former long-term residents of the United States;

Holders that hold Common Shares in connection with a trade or business, permanent establishment, or fixed base outside the United States;

Holders that are subject to the alternative minimum tax.

or (m) hold Common Shares in connection with a trade or business, permanent establishment, or fixed base outside the United States.

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

Holders described immediately above, should consult their own tax advisors.

If an entity that is classified as a partnership (or other “pass-through” entity) for U.S.

Holders described immediately above, should consult their own tax advisors regarding the U.S.

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

tax conseuqences relating to the acquisition, ownership and disposition of Common Shares.

If an entity or other arrangement that is classified as a partnership (or other “pass-through” entity) for U.S.

federal income tax purposes holds Common Shares, the U.S.

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tax consequences to U.S.

Holders relating to the acquisition, ownership, and disposition of Common Shares.

Holders relating to the acquisition, ownership, and

disposition of Common Shares.

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

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Subject to applicable limitations, dividends paid by the Company to non-corporate U.S.

Holders, including individuals, generally will be eligible for the preferential tax rates applicable to long-term capital gains for dividends, provided certain holding period and other conditions are

satisfied, including that the Company not be classified as a PFIC (as discussed below) in the tax year of distribution or in the preceding tax year.

Holders, including individuals, generally will be eligible for the preferential tax rates applicable to long-term capital gains for dividends, provided certain holding period and other conditions are satisfied, including that the Company not be classified as a PFIC (as discussed below) in the tax year of distribution or in the preceding tax year.

Dividends received on Common Shares by corporate U.S.

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The Treasury Department has recently released guidance temporarily pausing the application of certain of the Foreign Tax Credit Regulations.

Subject to the PFIC rules discussed below, and the Foreign Tax Credit Regulations, as discussed above, a U.S.

Subject to the PFIC rules discussed below, and the Foreign Tax Credit Regulations discussed above, a U.S.

Holder that pays (whether directly or through withholding) Canadian income tax with respect to dividends paid on Common Shares generally will be entitled, at the election of such U.S.

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Holders who use the accrual method of tax accounting.

Holders should consult

their own U.S.

Holders should consult their own U.S.

tax advisors regarding the U.S.

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Holders will be deemed to own their proportionate share of any subsidiary of the Company which is also a PFIC (a “Subsidiary PFIC”), and will be subject to U.S.

federal income tax on (a) a distribution on the shares of a Subsidiary PFIC and (b) a disposition of shares of a Subsidiary PFIC, both as if the U.S.

federal income tax

on (a) a distribution on the shares of a Subsidiary PFIC and (b) a disposition of shares of a Subsidiary PFIC, both as if the U.S.

Holder directly held the shares of such Subsidiary PFIC.

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Holder of the acquisition, ownership and disposition of Common Shares will depend on whether such U.S.

Holder makes a QEF election or makes a mark-to-market election under Section 1296 of the Code (a “Mark-to-Market Election”) with respect to Common Shares.

Holder makes a QEF election (a “QEF Election”) or makes a mark-to-market election under Section 1296 of the Code (a “Mark-to-Market Election”) with respect to Common Shares.

Holder that does not make either a QEF Election or a Mark-to-Market Election will be referred to in this summary as a “Non-Electing U.S.

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Holder may terminate this deemed PFIC status with respect to Common Shares by electing to recognize gain (which will be taxed under the rules of Section 1291 of the Code discussed above) as if such Common Shares were sold on the last day of the last tax year for which the Company was a PFIC.

Under proposed Treasury Regulations, if a U.S.

Holder has an option, warrant or other right to acquire stock of a PFIC, such option, warrant or right is considered to be PFIC stock subject to the default rules of Section 1291 of the Code.

Under rules described below, if the Company was a PFIC, the holding period for the option, warrant or other right would begin on the day after the date a U.S.

Holder acquired the option, warrant or other right.

This would impact the availability of the QEF Election and Mark-to-Market Election with respect to an option, warrant or other right.

Holder would have to account for an option, warrant or other right and Common Shares under the PFIC rules and the applicable elections differently (see discussion below under “ QEF Election ” and “ Market-to-Market Election ”.)

In the event the Company is a PFIC and a U.S.

Holder makes a QEF Election for the first tax year in which its holding period of its Common Shares begins, such U.S.

Holder generally will not be subject to the rules of Section 1291 of the Code discussed above with respect to its Common Shares.

Holder generally will not be subject to the rules of Section 1291 of the Code

discussed above with respect to its Common Shares.

However, a U.S.

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Holder will be subject to the QEF rules described above during a subsequent tax year in which the Company qualifies as a PFIC.

As discussed above, under proposed Treasury Regulations, if a U.S.

Holder has an option, warrant or other right to acquire stock of a PFIC, such option, warrant or right is considered to be PFIC stock subject to the default rules of Section 1291 of the Code on its disposition.

However, a holder of an option, warrant or other right to acquire stock of a PFIC may not make a QEF Election that will apply to the option, warrant or other right to acquire PFIC stock.

In addition, under proposed Treasury Regulations, if a U.S.

Holder holds an option, warrant or other right to acquire stock of a PFIC, the holding period with respect to shares of stock of the PFIC acquired upon exercise of such option, warrant or other right will include the period that the option, warrant or other right was held.

Holders should consult their own tax advisors regarding the application of the PFIC rules to Common Shares.

The Company will make available to U.S.

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federal income tax purposes in the event it is a PFIC.

The Company may provide such information on the Company’s website.

However, U.S.

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and (ii) the rules of such foreign exchange ensure active trading of listed stocks.

If such stock is traded on such a qualified exchange or other market, such stock generally will be “regularly traded” for any calendar year during which such stock is traded, other than in de minimus quantities, on at least 15 days during each calendar quarter.

If such stock is traded on such a qualified exchange or other market, such

stock generally will be “regularly traded” for any calendar year during which such stock is traded, other than in de minimus quantities, on at least 15 days during each calendar quarter.

Holder should consult its own tax advisor regarding whether the Common Shares constitute marketable stock.

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However, if a U.S.

Holder does not make a Mark-to-Market

Election beginning in the first tax year of such U.S.

Holder does not make a Mark-to-Market Election beginning in the first tax year of such U.S.

Holder’s holding period for Common Shares or such U.S.

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Information Reporting, Backup Withholding Tax

federal income tax law, certain categories of U.S.

federal income tax law and Treasury Regulations, certain categories of U.S.

Holders must file information returns with respect to their investment in, or involvement in, a foreign corporation.

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return disclosure obligations (and related penalties) are imposed on individuals who are U.S.

Holders that hold certain specified foreign financial assets in excess of certain thresholds.

Holders that hold certain specified foreign financial assets in excess of certain threshold amounts.

The definition of specified foreign financial assets includes not only financial accounts maintained in foreign financial institutions, but also, unless held in accounts maintained by a financial institution, any stock or security issued by a non-U.S.

person, any financial instrument or contract held for investment that has an issuer or counterparty other than a U.S.

person and any interest in a foreign entity.

person and any interest in a non-U.S.

Holders may be subject to these reporting requirements unless their Common Shares are held in an account at certain financial institutions.

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Holder’s correct U.S.

social security or other taxpayer identification number (generally on Form W-9);

social security or other taxpayer identification number (generally on IRS Form W-9);

(b) furnishes an incorrect U.S.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity