Flow-Through Shares Donation Platform Enabling Rapid Capital Deployment Plus Charitable Impact – on The Globe and Mail

First published in the Globe and Mail on February 27, 2026

When Canada launched its critical minerals strategy just over three years ago, the central objective was to bolster economic and energy security through sustainable exploration, extraction, processing and manufacturing of the minerals and rare earth metals needed for clean technologies.

Today, the imperative for advancing this strategy – which prioritizes six out of 34 critical minerals in Canada, namely lithium, graphite, nickel, cobalt, copper and rare earth elements – has gained greater urgency, driven in large part by geopolitical pressures from China’s growing dominance in the global critical minerals supply chain, U.S. tariffs and threats to Canada’s sovereignty.

Last year, the federal government designated certain critical minerals as national security priorities under the Defence Production Act and announced a $2-billion Critical Minerals Sovereign Fund, with a mandate to take equity stakes in critical minerals projects and buy minerals directly from producers. Ottawa also touted a $6.4-billion investment by G7 countries into 26 critical mineral projects across the country, as well as a $1-billion agreement with the United Arab Emirates to expand critical minerals processing in Canada.

Flow-through shares – an underused investment and tax optimization incentive that’s available to all Canadian taxpayers – are unlocking the country’s abundant stores of mining resources and accelerating the federal government’s critical minerals strategy.

“The flow-through tax regime is the most effective and tax efficient way in which government incentivizes public investment in critical minerals exploration in Northern, remote and Indigenous communities, at a tax cost to the government considerably less than direct investments by a sovereign fund or other crown corporation,” says Ron Bernbaum, founder and CEO of PearTree Financial Services Ltd., a Toronto company with a platform that funds almost half of all the flow-through share financings in Canada.

Flow-through shares – which fund early-stage exploration, setting the foundation upon which later-stage larger investments are made – were introduced in the 1950s and codified into Canada’s income tax framework in 1986. Issued by qualified resource corporations, flow-through shares allow the issuer to “flow through” tax deductions tied to resource exploration or development expenses to the initial purchaser of the shares. The initial purchaser – also referred to as a “first subscriber” – can then claim a tax deduction equal to the amount invested.

“At its core, the flow-through regime is remarkably simple,” explains Mr. Bernbaum. “For example, a resource company exploring for copper raises $10-million by issuing flow-through shares for an exploration program. The $10-million is deductible for income tax purposes. The resource company spends the $10-million on exploration as defined in the Income Tax Act – largely for labour in Northern communities. Simply put, a dollar of tax deduction in Toronto results in a dollar of taxable activity in Timmins.”

To ensure funds raised through flow-through shares are put to work immediately, issuers are required to spend the money on qualifying exploration and development costs within 24 months of entering into a flow-through share agreement.

“One of the strengths of the flow-through regime is the velocity of the deployment of capital,” says Mr. Bernbaum. “By comparison, government investments – such as the sovereign fund – could take years to deploy. We don’t know when that first investment is going to be made, how long it’s going to take to build an infrastructure to support a $2-billion investment fund, and how much that infrastructure will cost.”

PearTree’s flow-through shares donation platform – an investing and philanthropic giving innovation that Mr. Bernbaum rolled out two decades ago – adds a layer of incentives for flow-through share purchasers and expands the benefits of the flow-through regime to a somewhat unexpected group: charitable organizations.

“It’s one platform serving two agendas: funding resource mining and supporting jobs in the sector, and supporting charitable and non-profit organizations,” says Mr. Bernbaum. “At the same time, we’re helping purchasers of flow-through shares achieve their investing, tax planning and philanthropic objectives.”

PearTree’s flow-through shares donation platform is modelled on a multi-step process that starts with a donor purchasing flow-through shares, which are immediately donated by the donor to his or her designated registered charities. The charitable organizations then sell the shares to institutional end buyers at a discount stripped of tax value. The charity is in funds on the day of closing, issuing a donation receipt equal to the cash received on the sale of the shares. PearTree arranges and oversees every step in this process, and all three transactions take place on the same day.

Through this process, the donor who initially purchased the shares receives a tax credit for equivalent to the amount paid for the shares, and a tax credit for the full value of the shares donated to the charity. These credits effectively lower the after-tax cost of giving from between 46 per cent to 53 per cent to between about two per cent and 10 per cent, depending on which province the donor lives in.

“So if you’re generous and taxable, then you give more and that often means truly transformational donations,” says Mr. Bernbaum, who says PearTree arranges about $600-million a year in flow-through share financings originated for donation and follow-on sale. “At the same time, our clients are socially minded, patriotic Canadians who recognize that for one cheque they are funding exploration jobs in Northern communities, enhancing the quality of life and supporting sovereignty in the North, while increasing the likelihood of resource discoveries and mining, and simultaneously funding social causes dear to their hearts and to the benefit of the broader community.”

For mining companies issuing shares, PearTree offers benefits that go beyond access to capital for initial exploration and development costs. These benefits include the ability to secure the highest possible share issue prices, minimize dilution of shares, and pay zero fees – PearTree charges its clients not issuers, for its services.

A flow-through share is merely a newly issued common share from the treasury of the resource issuer in which the issuer agrees to spend the raised funds on exploration. The flow-through characterization only applies to the first subscriber from treasury funding the exploration activity and taking the tax deduction resulting from that activity.

According to Mr. Bernbaum, it’s common to see a resource issuer whose shares are trading at $1.00 issue flow-through shares at $1.35 – reflecting the value of the share and some value for the tax deduction – which are then immediately donated and sold for 85 cents. The subscribing donor gets both the $1.35-per-share exploration expense deduction and a donation receipt for the 85-cent-per-share donation.

From the issuers’ perspective, the shares once donated lose their flow-through designation and can be bought by global investors. For the global investor, the Canadian flow-through tax regime sees an 85-cent investment made at a 15 per cent discount to market, resulting in $1.35 of direct exploration expenditures with governance built in under the Income Tax Act.

Mr. Bernbaum notes that a lot of strategic money comes into Canada through flow-through shares. Two current PearTree financings, both closing in February, best illustrate the power of the flow-through regime’s ability to attract exploration capital to Canada.

The first is an offering by PMET – an Australian issuer exploring for lithium in Quebec in which PearTree subscribers will subscribe for $65-million of flow-through shares which are then donated and sold stripped of tax value for $39-million. For the Australian investors, getting $65-million of exploration spending for a $39-million investment is remarkable leverage. For Canada, it’s $65-million of Northern job creation and advancement of what may ultimately turn into a world-class lithium mine.

The other financing is a $93-million flow-through offering resulting in a strategic investment by AngloGold Ashanti and two other global mining investors in Gold X2, funding advanced exploration for gold in Ontario. The $93-million of shares were donated and sold for about $68-million.

Mr. Bernbaum attributes the higher inflows of foreign strategic investment in Canadian critical minerals exploration to a 2022 enhancement in Canada’s flow-through shares regime. The addition of a 30 per cent critical minerals exploration tax credit for certain flow-through share financings caught the attention of hundreds of strategic investors overseas.

“Literally, within 45 days of that announcement, we did our first deal and within a year, we had completed over $225-million in critical minerals financings, almost all with Australian end-buyers,” says Mr. Bernbaum. “It’s a great illustration of flow-through shares as an enabler for Canadian mining, and as an accelerator for Canada’s critical minerals strategy while simultaneously funding hospitals, schools, food banks and hundreds of charities across Canada.”

Advertising feature produced by Randall Anthony Communications with PearTree Canada. The Globe’s editorial department was not involved in the production of this article.