Tax Benefits of Flow-through Shares in Mining and Exploration

What is a flow-through share?

Flow-through shares are a type of common stock unique to Canada and typically associated with the Canadian resource sector. When a company issues a flow-through share, the tax credits it receives for expending capital on qualifying exploration and development projects will "flow through" to investors. Any funds spent investing in flow-through shares are treated as a tax deduction against the investor's income — in exchange, these shares are issued at a premium.

Any money investors make on selling their flow-through shares is considered a capital gain and taxed accordingly. For tax purposes, flow-through shares are treated as having a base cost of zero. Shares must also be held for a certain amount of time before they can be sold.

For mining companies, flow-through shares offer a compelling additional source of funding for exploration and development. At the same time, they also reduce a company's overall financing cost, enhancing viability. Moreover, because these shares are generally earmarked for a specific purpose, their sale does not dilute the ownership stake of a company's existing shareholders.

These factors together make flow-through shares particularly attractive for Australian critical minerals companies seeking to either gain a foothold in the Canadian market or mitigate the costs of a high-capital Canadian project, as they do not have access to any equivalent domestic fundraising methods.

How flow-through shares work

To issue a flow-through share, a company must be a corporation whose core business involves mining and exploration, processing, mineral recovery or metal fabrication. The project for which the shares are issued must be a mineral resource property, and it must be located in Canada. Beyond these requirements, the issuance process for flow-through shares is much the same as that for any common stock, with a few caveats.

First, the issuing company must work with a Canadian flow-through share dealer, entering into a subscription and renunciation agreement. In the case of Australian companies, additional provincial and/or federal forms are also required to renounce expenses. Canadian resident investors also do not hold the flow-through shares they purchase when it comes to ASX companies, though they are still able to benefit from the tax deduction.

Finally, flow-through shares are associated with two types of tax credits depending on the activity for which they are earmarked.

The Canadian Exploration Credit (CEE) provides an investor with a 100 percent deduction in the year of purchase. The Canadian Development Credit (CDE), meanwhile, allows the investor to write off their deduction over a period of three years. The premium for shares issued through the CEE typically ranges from 20 to 30 percent, while the premium for shares issued through the CDE is usually between 8 and 15 percent.

Flow-through shares vs. super flow-through shares

Super flow-through shares provide a provincial tax credit on top of the deduction offered by flow-through shares, typically 15 percent of certain "qualifying expenditures." For critical minerals, the value of this credit doubles to 30 percent. Depending on where the share was issued, this credit may either be deducted from an investor's taxes owed or applied to their income.

This tax credit is only available in certain provinces — specifically British Columbia, Saskatchewan, Manitoba and Ontario. Quebec also offers its own type of super flow-through share which deducts from income rather than taxes owing. In Quebec's case, an investor is able to deduct 10 percent of the expenditures associated with the CEE and an additional 10 percent if the company is engaged in aboveground exploration.

As part of its Critical Minerals Strategy, the Canadian federal government in 2022 introduced the Critical Mineral Exploration Tax Credit, providing a 30 percent federal tax credit for expenses incurred in the exploration of minerals used in batteries and permanent magnets, clean technology or semiconductors. In 2024, the Canadian government also announced the extension of its 15 percent Mineral Exploration Tax Credit, which was originally set to expire in March 2024, by another year to March 31, 2025. The 30 percent Critical Mineral Exploration Tax Credit, however, cannot be claimed in addition to the 15 percent Mineral Exploration Tax Credit.

Quebec's advantage

As a Tier 1 mining jurisdiction with rich mineral reserves and extensive, well-maintained infrastructure, Quebec was ranked as the fifth most attractive mining jurisdiction in the world by the Fraser Institute's 2023 Annual Survey of Mining Companies. The province has long been known for its mining-friendly policies and the ease with which one may obtain mining permits. Moreover, Quebec's hydroelectric infrastructure provides abundant access to low-cost, sustainable energy.

For these reasons, Quebec has not only attracted Canadian mining companies, but international ones as well. Many Australian companies have seized the opportunity to establish operations in the province of Quebec. Pivotal Metals (ASX:PVT) is one such organisation.

Helmed by an experienced board and management team, the company maintains several battery metals projects. The first, Horden Lake, consists of an advanced copper, nickel and platinum-group metals deposit currently in late-stage development. It also holds multiple high-potential early stage exploration projects in the Belleterre-Angliers greenstone belt.

Winsome Resources (ASX:WR1,OTCQB:WRSLF), which holds several fully owned hard rock lithium projects in Northern Quebec, is another Australian company with a presence in the Canadian province. In April 2024, the company entered into an exclusive option to acquire the assets of the Renard mine and its related infrastructure.

Burley Minerals (ASX:BUR) is another Australian player in Quebec's mining and exploration sector, having acquired the necessary permits for drilling at its Chubb lithium project. Strategically located near several existing projects, Chubb also exists in close proximity to the North American Lithium operation and its recommissioned hard rock spodumene concentrator plant.

Investor takeaway

Flow-through shares and super flow-through shares are incredibly beneficial not just from a tax and investment perspective, but also from an exploration and development perspective. Australian mining companies have a great deal to gain from establishing projects in regions with tax-friendly policies, such as Quebec, as does anyone who chooses to invest in those projects.

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