Filing T100 forms

A principal-business corporation (PBC) that agrees to issue FTSs or prepares a selling instrument for FTSs must file Form T100A, Application For A Selling Instrument T100 Identification Number (SITIN), to obtain an identification number. If the corporation fails to file the information return, any deductions and investment tax credits that may flow to investors could be disallowed.

The PBC must file a Form T100A for each new selling instrument or agreement. Minor changes to a previously filed selling instrument or agreement will not be considered by the CRA to be a new selling instrument. However, when the amendment is major, the amended selling instrument or agreement is considered to be a new selling instrument or agreement, as the case may be. For example, a change in the price per share or to the rights attached to the share gives rise to a new selling instrument and the corporation must file a new Form T100A.

When there are no selling instruments, the PBC may combine the filings for several subscription agreements under one Form T100A as long as:

• the terms of the FTS agreements are identical;
• all the agreements have been finalized within a relatively short period of time; and
• Form T100A is filed by the end of the month following the month in which the first agreement was entered into.

An estimate may be used if the total amount to be raised by the offering is not known at the time of filing. In this case, the earliest signed agreement will be used to determine the filing deadline for the form. Form T100B, Details of the Flow-Through Shares (FTSs) and Flow-Through Warrants (FTWs) Subscribed, may be filed later when the information is available.

Form T100A, together with a copy of the selling instrument and/or agreement must be filed on or before the last day of the month following the earlier of:

• the month in which the agreement to issue the shares is entered into; and
• the month in which the selling instrument is delivered to a potential investor.

In order for benefits of the shares to flow to the investors, the money raised from the sale of the FTSs must be used to incur Canadian exploration expenses (CEEs) or Canadian development expenses (CDEs) which are not Canadian exploration and development overhead expenses (CEDOEs).

Form T100C, Application for a T100 Identification Number (TIN) on the Exercise of Flow-Through Warrants (FTWs) and Details of the FTWs Exercised, must be filed to the CRA when FTWs are exercised, upon which a new identification number will be issued. Although this identification number (TIN) may be different from the previously issued SITIN, it is related to the original selling instrument and/or agreement.