Gold Springs Resource Corp. believes that it is classified as a passive foreign investment company (“PFIC”) which could subject our U.S. shareholders to increased tax burden unless U.S. shareholders make timely and effective elections with respect to their common and ‘Class B shares’.
Tax Basis Allocation Provided by Gold Springs Resource Corp (formerly TriMetals Mining Inc) in 2013:
TriMetals MIning Inc. Provides the following Tax Basis Allocation Methodology for the New Common Shares (TSX:TMI) and Class B Shares (TSX:TMI.B) . The following summary is intended to provide information that may be of assistance to certain Shareholders of TriMetals Mining Inc. (“TMI” or the “Corporation”) who participated in the statutory plan of arrangement completed on December 20, 2013 (the “Arrangement”). For further information please refer to the section on “Canadian Federal Income Tax Considerations” in the information circular of the Corporation dated November 7, 2013 (the “Information Circular”), a copy of which is available at https://www.goldspringsresource.com/ and under the Corporation’s profile on SEDAR at http://www.sedar.com/. This summary is not intended to be, nor should it be considered to be, legal or tax advice to any particular shareholder, and no representation with respect to the tax consequences to any particular shareholder is made. The tax consequences to each shareholder will depend on the shareholder’s own particular circumstances. Therefore, all shareholders and all other persons affected by the Arrangement should consult their own tax advisors with respect to their particular circumstances, including the application and effect of the income and other tax laws of any country, province, state or other local tax authority. All of the limitations and assumptions in the section on “Canadian Federal Income Tax Considerations” in the Information Circular apply for purposes of this summary. Please refer to the Information Circular for the meaning of capitalized terms that are not otherwise defined in this summary. Under the Arrangement, effective at 2:00 p.m. (PST) on December 20, 2013, in the course of a reorganization of the capital of the Corporation, each Shareholder received one TMI Class A Share and one TMI Class B Share in exchange for each TMI Common Share held immediately prior to the exchange. The TMI Class A Shares were then re-designated as “Common Shares” and trade on the TSX under the symbol “TMI”. The TMI Class B Shares trade on the TSX under the symbol “TMI.B”.
Certain Canadian Tax Reporting
The following portion of this summary applies only to an TMI Shareholder who, at all relevant times for the purposes of the Income Tax Act (Canada), is or is deemed to be resident in Canada (a “Resident Holder”). A Resident Holder who exchanged all of its TMI Common Shares for TMI Class A Shares and TMI Class B Shares in the course of the reorganization of the capital of the Corporation pursuant to the Arrangement was deemed for Canadian income tax purposes to have disposed of the TMI Common Shares for proceeds of disposition equal to the Resident Holder’s adjusted cost base of the TMI Common Shares immediately before the exchange. The aggregate cost to a Resident Holder of the TMI Class A Shares and the TMI Class B Shares received pursuant to the Arrangement upon the exchange of the Resident Holder’s TMI Common Shares is equal to the aggregate adjusted cost base to the Resident Holder of the TMI Common Shares immediately before the exchange. The aggregate cost of the TMI Class A Shares and TMI Class B Shares to the Resident Holder are allocated among the TMI Class A Shares and TMI Class B Shares in proportion to the relative fair market value of such shares immediately after the exchange. For purposes of allocating a Resident Holder’s adjusted cost base of TMI Common Shares between the resulting TMI Class A Shares and TMI Class B Shares, TMI estimates that the relative fair market value of the TMI Class A Shares and the TMI Class B Shares immediately after the exchange is: TMI Class A Shares (now designated Common Shares): 67.3% TMI Class B Shares: 32.7% This estimate of the relative fair market value was determined based on the weighted average closing trading prices of new TMI Common Shares (formerly TMI Class A Shares) and TMI Class B Shares on the TSX over the first ten (10) trading dates on which both classes of shares traded separately. (TMI Class B shares were listed on December 24, 2013 but did not trade until December 27, 2013). This allocation and estimate of the relative fair market value is not binding on the CRA or a court or any particular TMI Shareholder. TMI has no information to determine the adjusted cost base of any Shareholder’s TMI Common Shares; you must determine your own adjusted cost base using your records. If you require assistance please contact your tax advisor. Pursuant to the reorganization of the capital of the Corporation contemplated in the Arrangement, Resident Holders who satisfy the limitations and assumptions set out in the Information Circular should report the exchange of TMI Common Shares as a disposition of property on their tax returns with proceeds of disposition equal to the adjusted cost base of such shares.
United States Federal Income Tax Basis Allocation Information
United States shareholders should be aware that there may be United States tax implications to the Arrangement. Shareholders are urged to consult their own tax advisors regarding what method of determining the fair market values of the TMI Class A Shares and the TMI Class B Shares is appropriate for purposes of allocating basis under United States federal income tax law.