Taxation

On March 25 last, the Quebec Minister of Finance unveiled his 2025-2026 budget, which significantly transforms the tax landscape of the mining sector in Quebec. This budget introduces major changes to the flow-through share regime and to the tax credit relating to resources, which will have significant implications for investors and businesses in the natural resources sector. Changes to the flow-through share regime Abolition of both 10% additional deductions As part of the review of its tax expenditures, the government has decided to adjust the flow-through share regime. As a result, the following deductions have been abolished: the additional 10% deduction for certain exploration expenses incurred in Quebec by a mining corporation that does not exploit any mineral resources; the additional 10% deduction for certain surface mining exploration expenses incurred in Quebec by a mining corporation that does not exploit any mineral resources. With some exceptions1, these changes will apply to flow-through shares issued after March 25, 2025. It should also be noted that the budget abolishes the additional capital gains exemption resulting from the divestiture of certain resource-related properties, such as flow-through shares. On the other hand, the additional deduction for certain issuance costs seems to be maintained. Changes to the tax credit relating to resources Despite these abolitions, the budget does include some positive news for the critical and strategic metals sector. The budget provides for a temporary increase in the rates of the tax credit relating to resources for eligible expenses related to critical and strategic minerals. Until December 31, 2029, a 45% tax credit rate will apply to these costs for eligible corporations, that is, those that do not exploit any mineral resources, and 20% for other eligible corporations, that is, those that exploit mineral resources. For the purposes of the tax credit relating to resources, critical minerals will refer to the following minerals: antimony, bismuth, cadmium, cesium, copper, tin, gallium, indium, tellurium and zinc. Strategic minerals are defined as cobalt, rare earth elements, platinum group elements, graphite (natural), lithium, magnesium, nickel, niobium, scandium, tantalum, titanium and vanadium. Several other technical changes have also been made to the tax credit relating to resources. These will be the subject of a more detailed bulletin at a later date. The changes introduced by the 2025-2026 Quebec budget will certainly have an impact on the tax planning of enterprises and investors in the natural resources sector. Our team of mining law and tax professionals is ready to answer all your questions regarding these new measures. We can assist you in developing your mining investment projects in Quebec, maximizing the benefits of the enhanced rates of the tax credit relating to resources, as well as in implementing successful flow-through financing. These amendments will not apply to shares issued after March 25, 2025, but before January 1, 2026, provided that they are issued following an application for a preliminary prospectus receipt made no later than March 25, 2025. Nor will they apply to shares issued after March 25, 2025, if issued following a public announcement made no later than March 25, 2025, and if the report of distribution form is submitted to the Autorité des marchés financiers no later than May 31, 2025.

In an already troubled global economic context, the Trump administration’s reimposition of additional tariffs on Canadian exports to the United States has shaken the foundations of international trade for Canadian and Quebec companies. These protectionist measures, intended to limit access to the U.S. market, represent a major challenge for Canadian businesses, which find themselves caught up in an unprecedented trade war. The governments of Quebec and Canada reacted swiftly and decisively to the threat, implementing a series of bold measures to protect our economy, support our businesses and preserve jobs. These measures are part of a broader plan to enhance resilience and diversification. They not only seek to lessen the immediate effects of tariffs, but also to bolster the competitive edge of Canadian and Quebec businesses on the global market. By supporting innovation, improving productivity and opening new markets, Quebec and Canada are sending a clear message to their businesses and to the world at large, saying “We will not be deterred by protectionist measures and will persist in building a robust, competitive economy.” Measures taken by the Quebec government The Quebec government has implemented a number of measures to support businesses affected by the United States’ imposition of these additional tariffs. Here is a summary of the main initiatives. 1- Investissement Québec’s FRONTIÈRE program Purpose: Support Quebec manufacturing or primary sector exporters needing short-term liquidity to adapt their business models or supply chains because their sales are significantly affected by additional U.S. tariffs. Details: The program offers fast financial aid of up to $50 million per company in the form of loans with a maximum term of 7 years and a deferral on the repayment of principal up to 24 months. It is intended for businesses in the manufacturing or primary sector whose sales are significantly affected by the new U.S. tariffs. 2- Investissement Québec’s ESSOR program and productivity component Purpose: Enhance the productivity of businesses to make them more visible to major buying organizations, diversify their markets and fuel their growth. Details: The program offers flexible and advantageous financial assistance, including interest-free loans and non-repayable contributions for investment projects exceeding $10 million. It aims to reduce manufacturing costs and advantageously position businesses in new markets. 3- Investissement Québec’s Panorama financing and support program Purpose: Provide working capital for projects aimed at expanding or diversifying sales in Canada and internationally (excluding the U.S.). Details: With its $200-million budget, the initiative is designed to help companies diversify their exports and boost their competitiveness in new markets through financing and support services. It provides financing in the form of term loans ranging from $250,000 to $1,000,000, with a deferral on the repayment of principal of up to 24 months and no requirement for collateral or a corporate or personal guarantee. Support services can include, for example, strategic guidance on diversification, business intelligence on the selection and attractiveness of target markets, identification of business opportunities, including public tenders, or the facilitation of connections with potential customers. 4- Investissement Québec’s Grand V initiative Purpose: Stimulate business investment and accelerate the shift to innovation and sustainable productivity to drive growth. Details: The program was in place before the U.S. decided to impose additional tariffs on Canadian exports to the U.S. It is therefore not a direct response to the tariffs. It provides a blend of flexible financing with a possible deferral on the repayment of principal of up to 48 months, with no impact on the interest rate. Additionally, qualifying companies can access up to 1,000 hours of technological support from Investissement Québec’s innovation experts. 5- Commission des partenaires du marché du travail’s (CPMT) call for projects entitled “Formation pour la résilience et la compétitivité en emploi” [training for employment resilience and competitiveness] Purpose: Help businesses affected by additional U.S. tariffs to develop their employees’ skills. Details: This program aims to improve the skills of employees to better face current and future economic challenges. Training should make it possible for businesses to keep their workforce employed in the short term while they address the issues caused by the United States’ implementation of additional tariffs. The Commission des partenaires du marché du travail (CPMT) is issuing a call for projects from collective promoters wishing to help companies affected by the introduction of these tariffs. Collective promoters can be employers’ or workers’ associations, joint committees, sector-based labour committees, buying organizations with certified training departments, franchisors operating under their own brands, training mutuals recognized by the CPMT and Indigenous employment readiness and skills development organizations. 6- Caisse de dépôt et placement du Québec’s Program for Québec businesses Purpose: Help businesses launch new projects to boost productivity or strategically enter new markets. Details: The program provides access to flexible financing that complements the solutions offered by banks and financial markets to encourage companies to undertake projects aimed at increasing productivity; support for technological transformation—automation, robotics, business process digitization and artificial intelligence applications; and access to increased support from the CDPQ team. It is intended for all businesses looking to explore new markets to diversify their customer or supplier base or their operations. The CDPQ has announced that it will finance the most promising technological transformation projects following a call for projects to be launched in the coming weeks. 7- Local investment fund payment deferrals Purpose: Provide companies with a six-month deferral on repayment (principal and interest) of financing granted through local investment funds to help businesses cope with the disruptions caused by additional U.S. tariffs. Details: Regional county municipalities (MRCs), which manage local investment funds, will be entitled to offer businesses a six-month grace period on the repayment of loans received. The deferral period can be added to what is already allowed through these MRCs’ existing investment policies. Local investment and solidarity funds can also jointly grant payment deferrals for projects that receive funding from both types of funds. 8- Penalties for U.S. companies Purpose: Disadvantage American companies in Quebec’s public calls for tenders. Details: American companies participating in public calls for tenders will be imposed penalties of up to 25% on their tenders if they don’t have establishments or trading partners in Quebec. The Quebec government has authorized municipalities to impose this penalty as well. The measure aims to promote the growth of Quebec companies and spur economic prosperity in Quebec. Measures taken by the Canadian federal government The Canadian government took several steps in response to the United States’ unprecedented tariffs. 1- Retaliatory tariffs Purpose: Respond to the United States’ unjustified tariffs. Details: Canada has imposed a 25% tariff on $30 billion worth of American products. These tariffs immediately apply to a list of specific goods. Additionally, tariffs of 25% on a list of separate goods valued at $125 billion were to be imposed after a 21-day consultation period beginning on March 4, 2025. The imposition of tariffs on this list of products was put on hold on March 6, 2025, after President Trump decided to suspend the imposition of additional U.S. tariffs on most products that qualify as products of Canada under the Canada-United States-Mexico Agreement (CUSMA) rules of origin. In addition, in response to the introduction of an additional 25% tariff on all U.S. steel and aluminum imports on March 12, 2025, Canadian retaliatory measures on most steel and aluminum products imported from the U.S. and certain other U.S. goods came into effect on March 13, 2025. 2- Customs duty relief Purpose: Lessen the impact of Canadian countermeasures to additional U.S. tariffs on Canadian companies. Details: The government has established a procedure to evaluate exceptional requests for exemptions from tariffs imposed as part of its response to additional U.S. tariffs. The government has also indicated that existing duty drawback programs will be available for Canadian paid or payable surtaxes. 3- Trade Impact Program Purpose: Support Canadian companies in their efforts to diversify their export markets. Details: This $5-billion program is designed to help companies explore new markets and reduce their reliance on the U.S. market. It also helps them navigate the economic hurdles caused by the tariffs, including losses from non-payment, currency fluctuations, lack of access to cash flows and barriers to expansion. 4- Employment Insurance: Work-Sharing Program Purpose: Avoid layoffs when there is a temporary decrease in the normal level of business activity beyond the employer’s control. Details: The government is temporarily making this existing program more flexible to make it more accessible and extend the maximum duration of agreements. Employment Insurance may cover a portion of employees’ wages if they agree to reduce their working hours and share the remaining work in the period needed for the business to recover, when the amount of work available is reduced because of a temporary slowdown in normal business beyond the employer’s control. The employer, its employees (and union, if applicable) and Service Canada must all enter into a work-sharing agreement. Workers unions have called for additional support measures under the Employment Insurance program, and although the government appears open to introducing such measures, they have not yet been formally announced. 5- Preferred-rate loans from BDC Purpose: Provide financial support to businesses affected by additional U.S. tariffs. Details: The Business Development Bank of Canada (BDC) is offering up to $500 million in preferred-rate loans available to help companies in sectors directly affected by tariffs and companies in their supply chains. 6- Farm Credit Canada lending Purpose: Support Canada’s agricultural industry. Details: Lending totalling 1 billion is being provided through the Farm Credit Canada to help farmers deal with the consequences of additional U.S. tariffs and maintain their competitiveness on international markets. Conclusion Quebec and Ottawa have put robust measures in place to help businesses and workers in the wake of the United States’ imposition of additional tariffs. These initiatives are aimed at enhancing competitiveness, diversifying export markets and protecting jobs. Both levels of government are collaborating closely to minimize economic repercussions and defend Canada’s interests on the global stage.

Nearly four years after the Canada-United States-Mexico Agreement (the “CUSMA” or the “Agreement”) came into force, U.S. President-elect Donald Trump announced on November 25, 2024, that he would impose 25% tariffs on all products entering the U.S. from Canada and Mexico, starting on the first day of his presidency, that is, January 20, 2025. Mr. Trump added that the tariffs would remain in effect until Canada and Mexico strengthened their border policies, which he blames for the increase in illegal immigration and the trafficking of devastating drugs in the United States. As a reminder, under the current provisions of the CUSMA, most products made in Quebec and Canada can be sold on U.S. markets without tariffs applying. President Trump has repeated his intention to implement such customs tariffs on several occasions since his announcement at the end of November. However, no real measure has yet been taken to impose these customs tariffs. Still, should he choose to go ahead with his threat, there appears to be several legislative provisions on which his administration could rely to implement these tariffs. His administration could invoke the CUSMA’s essential security exception, which allows a party to the Agreement to apply any measure deemed necessary to protect its essential security interests, the national security exception in the Trade Expansion Act of 1962, which President Trump’s first administration used in 2018 to introduce tariffs on U.S. imports of certain steel and aluminum products, or the provisions of the National Emergencies Act. Needless to say, the announcement sent shockwaves through the political and business communities in Canada and Quebec what with the close commercial ties that the U.S. has with Canada, including with Quebec. In the first quarter of 2024 alone, Quebec’s merchandise exports to the U.S. reached CAN$21.2 billion, which accounts for nearly 74.6% of the province’s international merchandise exports and makes the U.S. Quebec’s main trading partner on the world stage. The imposition of 25% tariffs would therefore significantly affect Quebec businesses. It would make them less competitive on the U.S. market, on which they rely heavily to export their products. The measure could be particularly detrimental to the Canadian forestry industry, which is already severely affected by tariffs of nearly 15% on lumber. The U.S. economy would also be considerably affected by such protectionist tariffs. While in the short term, tariffs could benefit certain domestic manufacturers and producers, in the longer term, they are likely to harm the U.S. economy as a whole. Many U.S. manufacturers would face higher costs of inputs, and established supply chains would be disrupted, in particular in the automotive and steel industries. To continue to make profits, many U.S. companies could be forced to pass on the additional costs to their end consumers by raising the prices of their products, which would undoubtedly result in another wave of inflation. Worth mentioning also are the retaliatory measures that the Canadian government may want to implement in response to such tariffs, which could affect certain parts of the U.S. economy. Although the CUSMA provides for dispute resolution mechanisms, they are unlikely to lessen the impact of the measures that the Trump administration is considering in the short term, as a final decision under these mechanisms could take a long time to be issued. The new U.S. administration could use the announcement made on November 25 as leverage in future CUSMA renewal negotiations, the preparatory discussions for which are slated to begin next year, or in negotiations for a separate trade agreement between the U.S. and Canada that would exclude Mexico. Canadian businesses would do well to encourage their various trade associations to take steps to lobby both American decision-makers and their corporate customers in the U.S. and remind them of the harmful effects that the announced tariffs may have on American businesses. While we wait for a more detailed announcement with information concerning specific tariff exemptions in particular, we suggest that businesses choose their future trading partners with great care. In an increasingly protectionist global economic context, a strategy involving the diversification of trading partners is the best way for businesses to offset the risks associated with a particular country’s tariff policies. The Comprehensive Economic and Trade Agreement signed by Canada and the European Union in 2017, which our firm helped to negotiate, may prove to be an interesting solution in this respect. Our team of commercial law and tax professionals is available to help you find solutions to the issues arising from this announcement. With our expertise, we can assist you in your commercial negotiations and help you develop strategies to mitigate the impact that the announced tariff increase may have on your business.

Quebec has set ambitious energy transition and industrial decarbonization targets. The shift to greener practices has to be taken in a context where our energy consumption could rapidly grow under the combined effect of a number of factors, such as the reindustrialization of our economy, population growth, transport electrification and the potential for artificial intelligence to consume vast amounts of energy. Investing in the development of energy infrastructure is therefore critically important, as an abundance of energy is key to economic prosperity. The problem is that public finances are already stretched to the limit with the need to renovate our aging infrastructure, among other things. Encouraging private equity investment is thus vital, and tax incentives can be very effective in this respect. The American example In 2022, the United States passed its Inflation Reduction Act (IRA), with the goal of stimulating investment in the renewable energy sector, in particular. More specifically, the IRA altered or created a number of tax credits to encourage private investment.1 Over the past two years, US businesses have announced a total of almost US$276 billion in new investments in clean energy generation and the capturing or elimination of carbon dioxide and other forms of industrial decarbonization, an increase of 34% on the two years previous.2 The IRA is effective in that it takes the respective situations of various energy sector stakeholders into account in a creative, flexible and pragmatic way, especially where taxation is involved. Energy project promoters often have to wait many years for their projects to generate income and profits, even though the banks and other investment funds they solicit financing from can be presumed to be operating profitable businesses. The tax losses that occur in the years during which such projects are designed and built are therefore of little interest to developers, but of immediate interest to investors. And so, a tax equity market has emerged, in which businesses subject to taxes can invest in the shares of entities set up to develop such projects so as to benefit from tax credits and faster depreciation. Typically, the entity that cashes in the investment and develops the project distributes 99% of income, losses and tax credits to investors until a predetermined return is achieved. Once that return is achieved, the investor’s share of the benefits decreases, and the developer has the option of buying out the investor’s residual share. The IRA has transformed how federal clean energy tax credits are monetized, and it is now possible to buy and sell such credits without having to make a long-term investment. For businesses, this new way of doing things is an additional and attractive way to participate in the growing tax credit market.3 In 2023, the volume of the tax equity market for American projects was around US$20 to 21 billion, up about US$18 billion from the previous year.4 It appears that the trend will continue. It is estimated that the value of the current market, which is particularly attractive to banks, is set to double to US$50 billion a year by 2025.5 The equivalent of flow-through shares The Quebec and Canadian tax deductions mechanism that most closely resembles the US tax equity market is probably flow-through shares. Through these, businesses in the mining and renewable energy sectors can transfer their mining exploration expenses and other expenses—specifically designated as eligible—to investors, who can then deduct them from their own taxable incomes.6 These businesses can thus issue shares at a higher price than they would receive for common shares to finance their exploration and development operations. Investors are willing to pay a higher price in return for the tax deductions afforded by the eligible expenses incurred by the issuing businesses, which can amount to a maximum of 120% of the equity invested in the shares.7 Investors can also claim a 15% or 30% federal tax credit. However, because tax incentives cannot be transferred, our mechanism is more rigid than the American one, and it can only be applied to mineral exploration and development expenses and certain specific expenditures related to renewable energy and energy conservation projects, such as electricity generation using renewable sources like wind, solar energy and geothermal energy.8 With ambition and innovation comes the need to take action Quebec could draw inspiration from the IRA to increase the attractiveness of flow-through shares and broaden their scope of application, thereby creating a new tool to finance the energy transition. The renewable energy sector is similar to the mining sector in many respects, not least in terms of the considerable amount of capital required to build the infrastructure needed to operate a mine or energy generation facility. The flow-through share mechanism, which is well-established and popular with investors,9 could be just as successful in our energy transition context. Making such incentives easier to transfer would also drive the emergence of a market similar to the US tax equity market. A number of Québec flagship companies, such as Hydro-Québec,10 Innergex11 and Boralex,12 are also very ambitious when it comes to developing large-scale energy projects. They face major financing challenges, as do those in the industrial decarbonization and infrastructure renewal sectors. Innovation is necessary to meet these challenges and make the transition to a more sustainable, but just as prosperous, world, and to do so in good time.13 Link Rhodium Group and MIT’s Center for Energy and Environmental Policy Research (CEEPR), Clean Investment Monitor, link Brandon Hill, How to take advantage of tax credit transferability though the Inflation Reduction Act, Thomson Reuters Institute, April 16, 2024, link Allison Good, Renewables project finance to keep pace in 2024, but tax equity rule looms, S&P Global, January 12, 2024, link Lesley Hunter and Mason Vliet, The Risk Profile of Renewable Energy Tax Equity Investments, American Council on Renewable Energy, December 2023, link Link, page in French only Link Link Prospectors & Developers Association of Canada, Flow-through shares & the mineral exploration tax credit explained, link Link Link Link The authors would like to acknowledge the participation and the work done by Sophie Poirier in this publication