On December 1 of Year 1, Investors subscribed $1,100 for 1000 units of an issuer (“Newco”) each consisting of a Class B common share (qualifying as a flow-through share) at a price of $1.00 and a common share purchase warrant (entitling the holder to subscribe for one Class B common share during the first three months of Year 2 for $0.90) at a price of $0.10. In March of Year 2, Newco (having incurred $1,100 of CEE (or CDE) in that year, renounced $900 of CEE (or CDE) to the investors pursuant to the s. 66(12.66) look-back rule. In Year 3, Newco incurred CEE (or CDE) described in ss. 66(12.66)(b)(i) to (iii) of at least $900, being the proceeds of issuing 1,000 Class B common shares issued on March 1 of Year 2.
After confirming that the s. 66(12.66) look-back rule applied in succession, i.e., CEE (or CDE) incurred in Year 2 could be renounced effective December 31 of Year 1 and $900 of CEE (or CDE) incurred in Year 3 could be renounced effective December 31 of Year 2, CRA went on to confirm its position in 9531266 that:
[T]he exercise of a right to purchase a flow-through share triggers a new flow-through share agreement and … a new "agreement in writing" is not required … . As well … the period referred to in paragraphs (a) and (b) of the definition of "flow-through share" in subsection 66(15) begins on the date of exercise of the right to purchase a flow-through share and ends 24 months after the end of the month that includes that date, unless the original written agreement relating to flow-through shares and share purchase rights (the "original agreement") provides for a shorter period. In such a case, the CRA is of the view that the original agreement should be amended to provide for a different time period, which would allow the issuing corporation a full 24 months to incur CEE or CDE as a result of the exercise of the right to purchase a flow-through share.