A deduction and tax credit against income earned this year.
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 take place moments apart at a price you already approved. The share price and illiquidity risk is carried by the buyer of the shares, not you.

Who this is for
You are an accredited investor with significant income, generally $300K+, 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 four months and a day 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
Flow-through shares are generally acquired through a private placement under a prospectus exemption, most commonly the accredited investor exemption.
Although the shares carry a restricted period of four months and a day, this does not necessarily require the original subscriber to hold them for that period. Under NI 45-102, an early resale is treated as a new distribution. That resale can nevertheless be completed immediately if it is made pursuant to an available exemption under NI 45-106, typically to another accredited investor.
In a properly structured transaction, the original subscriber sells the shares to the exempt-market institutional purchaser the same day at a pre-arranged price. The new purchaser then becomes the beneficial owner and assumes the price volatility and illiquidity risk associated with the shares. The restricted period remains attached to the shares and the original subscriber no longer has market risk exposure.
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 sheltered by purchasing again the following year.
It can, depending on several factors including the type of income (T4 or ordinary income, eligible and non-eligible dividends, and capital gains) and any other contemplated deductions such as an RRSP deposit or charitable donations. While we can help assess ways to manage potential AMT exposure, it's imperative to confirm the AMT calculation with your own accountant.
The structure rests on specific provisions of the Income Tax Act. CRA has issued advance income tax rulings on the donation version, most recently 2012-0466731R3. They have effectively stopped making rulings because the fact pattern is always the same so no need to opine again and again.
The Department of Finance also addressed the sale of flow-through shares in its November 2023 GAAR explanatory notes, treating it as consistent with the purpose and intent of the rules.
The "For Accountants" page explains the transaction mechanics, compensation disclosures and issuer due diligence. If your accountant or tax advisor would like to review the statutory basis and relevant public references, please get in touch.
Yes. These are exempt market transactions that require qualifying as an accredited investor - here are the most common categories:
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.
For a CCPC, eligibility must be confirmed under the applicable accredited-investor criteria, including whether the corporation qualifies based on its own net assets or whether its shareholder or shareholders qualify individually.
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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If you’d rather I speak with your accountant first, send them the For Accountants page. I’m happy to take it from there.


