You pay tax at the top marginal rate. The structure provides a full deduction plus a tax credit in the current tax year. Buy and sell moments apart at a price you already approved. The share price and illiquidity risk is carried by the buyer, not you.
A deduction and tax credit against income earned this year.

Who this is for
You are an accredited investor with significant income, generally $250K+, and taxed at the top marginal rate.
If your income falls too far below the top bracket, the benefits diminish and if you’re looking for an investment return rather than tax relief, this likely isn’t for you - and I’ll tell you so.
What changes
A direct flow-through investment (i.e. buying shares directly from the issuer) gives you the same deduction but your shares must be held for a minimum of 121 days and your result, win or lose, depends on what the share price does in that window. With our structured transaction the shares are sold moments after you buy, at a price agreed to before you commit. You keep the deduction. You never take on the share price or illiquidity risk.
What it doesn’t do
It doesn’t remove issuer risk. The issuing (mining) company has an obligation to spend the proceeds on eligible exploration expenses within a specified time period. If it doesn’t, the tax benefits can be reduced or denied, in whole or in part.
It doesn’t help if you don’t have much tax to reduce. This is a deduction, not an investment looking for a return.
Questions
Shares issued under private-placement exemptions are subject to a four-month plus a day hold period. An immediate resale is treated as a new distribution and must independently qualify for a prospectus exemption, which in this instance is normally the accredited-investor exemption.
Yes. But only for moments. They are subscribed for and sold within moments. When all is said and done, a brokerage statement will show the buy and sell transactions on the same day.
You claim the deductions and the tax credit in the current tax year. ** IMPORTANT ** While the government offers a tax credit (tax reduction, not deduction) in the first year, the tax credit amount must be included as income in year 2 - this can be offset by purchasing again the following year.
It can, depending on a number of factors. We can help optimize a purchase amount that will not trigger AMT - BUT - we always recommend consulting your own tax advisor for confirmation.
Structures of this kind are the subject of CRA advance income tax rulings on the public record (2007-024236 · 2007-0232271R3 · 2008-0281941R3 · 2009-0316961R3), and the Department of Finance addressed them in the November 2023 GAAR explanatory notes.
Yes. These are exempt market transactions that require qualifying as an accredited investor - here are the rules:
An individual whose net income before taxes exceeded $200,000 in both of the last two years and who expects to maintain at least the same level of income this year, or
An individual whose net income before taxes, combined with that of a spouse, exceeded $300,000 in both of the last two years and who expects to maintain at least the same level of income this year, or
An individual who, alone or together with a spouse, owns financial assets worth more than $1,000,000 before taxes but net of related liabilities, or
An individual, who alone or together with a spouse, has net assets of at least $5,000,000, or
An individual who currently is, or once was, a registered adviser or dealer, other than a limited market dealer.
Start with the Primer.
A guide to the tax benefits and mechanics of flow-through shares. One transaction, completely outlined, start to finish. It answers much of what people ask me at the start of their investigation.

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