MATERIAL
NON-UNITED
STATES TAX CONSIDERATIONS
Material Marshall Islands Tax Considerations
The following discussion is the opinion of Reeder & Simpson, P.C., our counsel as to matters of the laws of the Republic of the
Marshall Islands, and the current laws of the Republic of the Marshall Islands applicable to persons who do not reside in, maintain offices in or engage in business in the Republic of the Marshall Islands.
Because we do not, and we do not expect that we will, conduct business or operations in the Republic of the Marshall Islands, and because all
documentation related to this offering will be executed outside of the Republic of the Marshall Islands, under current Marshall Islands law you will not be subject to Marshall Islands taxation or withholding on distributions, including upon a return
of capital, we make to you as a shareholder. In addition, you will not be subject to Marshall Islands stamp, capital gains or other taxes on the purchase, ownership or disposition of shares and you will not be required by the Republic of the
Marshall Islands to file a tax return relating to the shares.
Each prospective shareholder is urged to consult its tax counsel or other
advisor with regard to the legal and tax consequences, under the laws of pertinent jurisdictions, including the Marshall Islands, of its investment in us. Further, it is the responsibility of each shareholder to file all state, local and
non-U.S.,
as well as U.S. federal tax returns that may be required of it.
Material Canadian Federal Income Tax
Considerations
The following discussion is the opinion of Blake, Cassels & Graydon LLP, our Canadian tax counsel, as to the
material Canadian federal income tax consequences under the Income Tax Act (Canada), or the Canada Tax Act, as of the date of this prospectus, that we believe are relevant to prospective shareholders who may purchase common shares from the selling
security-holders, where such prospective shareholders are, at all relevant times, for the purposes of the Canada Tax Act and the Canada-United States Tax Convention 1980, or the
Canada-U.S.
Treaty, resident
only in the United States, who are qualifying persons for purposes of the
Canada-U.S.
Treaty and who deal at arms length with us and the selling security-holders, or U.S. Resident Holders.
This discussion may not apply to United States limited liability companies or to insurers; accordingly, such holders should consult their own tax advisors. The opinion of our counsel is dependent on the accuracy of representations made by us to
them, including descriptions of our operations contained herein.
This discussion is based upon the current provisions of the Canada Tax
Act and the regulations thereunder in force as of the date of the prospectus, all specific proposals to amend the Canada Tax Act or the regulations thereunder that have been publicly announced by, or on behalf of, the Minister of Finance (Canada)
prior to the date hereof (the Tax Proposals), the current provisions of the
Canada-U.S.
Treaty, and our understanding of the published administrative policies and assessing practices of the Canada Revenue
Agency. This discussion assumes that the Tax Proposals will be enacted as currently proposed, but no assurance can be given that this will be the case. This discussion is not exhaustive of all possible Canadian federal income tax considerations and,
except for the Tax Proposals, does not take into account or anticipate any changes in law or in the administrative or assessing policies and practices of the Canada Revenue Agency, whether by legislative, governmental or judicial action, nor does it
take into account provincial, territorial or foreign tax considerations.
Subject to the assumptions below, under the Canada Tax Act, no
taxes on income (including taxable capital gains and withholding tax on dividends) are payable by U.S. Resident Holders in respect of the acquisition, holding, disposition or redemption of our shares. This opinion is based upon the assumptions that
we are not, and are not deemed for any purpose of the Canada Tax Act to be, a resident of Canada and such U.S. Resident Holders do not have, and have not had, for the purposes of the
Canada-U.S.
Treaty, a
permanent establishment in Canada to which such shares pertain and, in addition, do not use or hold and are not deemed or considered to use or hold such shares in the course of carrying on a business in Canada. This opinion also assumes that the
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