+1 for talking to a Canadian tax lawyer. Also, you may want to ping company counsel about why he or she advised you the FMV was so low given that there was at least one investor. Maybe there's a really simple explanation that we're not aware of. The first investor may have invested using convertible debt rather than actual shares or options. Some founders (falsely, I think, but it's debatable) believe debt has no impact on the FMV of the company.
