UPCOMING CONFERENCES

Eastern Edition Course

FUNDAMENTALS OF CANADIAN MINING TAXATION

December 4, 2006
St. Andrew’s Club and Conference Centre
150 King Street West, Toronto

Register Online or call 1-888-777-1707.

 Agenda
 Sponsorship Opportunities
 Price
 Cancellation and Refund Policy
 Please mail me a brochure for this conference

This course offers a solid educational foundation or refresher for financial executives, government officials and professional advisors in the mining industry. Topics to be discussed this year include:

• Basic scheme for the deduction of expenses incurred in exploration
  and development
• Foreign investment considerations in Canadian mining: analyzing cross border, inter-company financing issues
• Understanding federal changes to the taxation of production income
• Mining investment tax credits for companies and investors
• Utilizing flow-through shares to deduct 2007 expenses in 2006
• Strategies for structuring and financing foreign and domestic resource ventures
• Gaining access to beneficial tax treaties
• Doing business with First Nations
• Practical tips for reorganizations, acquisitions and divestitures

COURSE FACULTY

Brian R. Carr, LLB
Partner
Fraser Milner Casgrain LLP

John Gravelle
Partner
PricewaterhouseCoopers LLP

Liam M. Fitzgerald, C.A.
Senior Manager
PricewaterhouseCoopers LLP

Waldemar Braul
Lawyer
Fraser Milner Casgrain LLP

• Mining Industry Professionals
  • Controllers
  • CFO’s, VP’s of Finance and Treasury
  • Managers of Taxation
  • Directors/Managers Corporate Development
• Corporate Tax Accountants
• Auditors
• Lawyers
• Consulting Engineers
• Bankers
• Investment Counsel
• Brokers
• Financial Professionals
• Regulators
• Resource Economists
• Policy Advisors
• Federal and Provincial Government Officials
• First Nations Mining Regulatory Officials and Businesses

Mining professionals need a solid understanding of the fundamental tax treatment of their industry to plan their company projects effectively.

This comprehensive course has been updating tax and mining executives over the last 20 years and offers a solid, quick and economical way of keeping current on the key tax issues.

Highlights of this year’s course include issues for the foreign investor to consider when looking at Canadian mining companies including cross border, inter-company financing and exit strategies, and in-depth discussions on recent federal changes to the taxation of production income.

Take this opportunity to get the essential grounding you need from a faculty of knowledgeable experts highly skilled at effectively communicating mining tax concepts.

On behalf of Insight Information and the distinguished members of our course faculty, we look forward to welcoming you to the Fundamentals of Canadian Mining Taxation course.  Continuing a tradition of excellence, we are presenting this course in Toronto back by popular demand.

• Canadian Exploration Expenses (CEE)
• Canadian Development Expenses (CDE)
• Pre-production tax credits
• Successor corporation rules
  

• Fixed asset vs. CDE/CEE
• Typical CCA classes for mining assets
• CCA for pollution prevention equipment
• Accelerated Capital Cost Allowance
  • quick write-offs for new mines and major mine additions
  • basic and expanded criteria

• Joint ventures and partnerships
• Royalty arrangements and trust arrangements
• Farm-ins
• Tax implications of royalty carve-outs

• Inter-company financing
  • thin capitalization
  • withholding tax
  • interest deductibility and general deductibility limitations
  • foreign taxation of shareholders
  • increasing equity base
• Distributions from Canada
  • dividends
  • return of capital
  • investment in foreign subsidiaries
• Structuring an acquisition
• Exit strategies
  • taxation of capital gains
  • taxable Canadian property
  • treaty protection
  • pre-sale dividends
• Treaty shopping
  • migrating existing structures
  • GAAR

• Tax rate reduction schedule
• Phase-out of resource allowance
• Deduction for mining taxes and Crown royalties
• Phase-out of large corporations’ tax
• Proposed limitations on losses
• Assessing the impact on a typical mining company

Provincial/Territorial Mining Taxes: An Update

• Purpose and basic structure
• Federal tax treatment
• Selected examples of provincial regimes
• Cross-country round-up of provincial developments

• Definition of a flow-through share
• Analysis of the rules
  • transferring CEE and CDE deductions to investors
  • limits on the forms of expenses that can be renounced
• Prescribed shares
• Compliance
• Holding flow-through shares in a limited partnership
• Advantages and disadvantages of flow-through shares
• The One Year Look-Back Rule
  • how 2007 expenses can be deducted in 2006
• Discussion of Canadian Renewable and Conservation Expense
• Mining "super ITC’s" for individuals

• What are Aboriginal Rights and Title?
• Recent court decisions – key impacts on mining and exploration
• The obligation to consult with First Nations
• Treaties, joint ventures and impact and benefit agreements
• New deal making and its effect on environmental legislation
• Tax issues and doing business with First Nations

• Active business earnings
  • exempt surplus and taxable surplus
  • underlying foreign tax
• FAPI
  • income from property
  • deemed active business income and deemed FAPI
  • hedging
  • sale of resource properties
  • capital gains
• Offshore holding companies
• Financing foreign operations acquisitions, divestitures and reorganizations

• Comparison between asset deals and share deals
• Considerations when structuring share exchanges
• Understanding the Change of Control Rules
• Rollovers of property for shares
• Effective use of pre-acquisition expenses, tax pools and losses
• Deductibility of interest and financing charges
• Proposed interest deductibility provisions
• Limited recourse debt
• How the Debt Forgiveness Rules work
• Corporate reorganizations

HOTEL RESERVATIONS

The St. Andrew’s Club and Conference Centre  is conveniently located at 150 King Street West (the 27th floor), Toronto, ON. Tel: 416-366-4228.  For overnight accommodation, please contact The Hilton Toronto, located at 145 Richmond St. West, Toronto, ON. Tel: 416-869-3456 or Fax: 416-869-3187. Please ask for the Insight corporate rate.

Refunds will be given for cancellations received in writing by November 13, 2006 subject to an administration fee of $200.00 plus $12.00 GST for a total of $212.00.

If your fees have not been paid and you are canceling, you are still liable for the cancellation fees of $200.00 plus $12.00 GST for a total of $212.00.

Please note that if you register for the conference and do not attend, you are liable for the full registration fee unless you cancel within the period stated above.

If you register after November 13, 2006, your order is firm. A refund will not be given, however a delegate substitution is welcome at any time.

SPECIAL OFFER: Send 4 people for the price of 3!

Register 3 delegates for the main conference at regular price at the same time and you’re entitled to register a fourth person from your organization at no charge. To take advantage of this special offer, payment for all delegates must be made with one cheque or credit card charge.