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Amerigo Resources Ltd M&A Activity 2021

Sep 30, 2021

43871_rns_2021-09-29_29bd2807-983e-4ec3-abb6-70d189fb5e80.pdf

M&A Activity

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The instructions accompanying this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed. The Depositary or your investment dealer, stock broker, bank manager, trust company or other nominee can assist you in completing this Letter of Transmittal.

LETTER OF TRANSMITTAL

To Deposit

Common Shares (the “Common Shares”) of AMERIGO RESOURCES LTD.

Pursuant to the Offer to Purchase dated September 29, 2021

THE OFFER WILL BE OPEN FOR ACCEPTANCE UNTIL 5:00 P.M. (TORONTO TIME) ON NOVEMBER 12, 2021, UNLESS THE OFFER IS EXTENDED, WITHDRAWN OR VARIED.

The Depositary for the Offer is:

Computershare Investor Services Inc.

By Mail

Computershare Investor Services Inc. P.O. Box 7021 31 Adelaide St. East Toronto, Ontario M5C 3H2 Attention: Corporate Actions

By Registered Mail, Hand or Courier

Computershare Investor Services Inc. 100 University Avenue, 8th Floor Toronto, Ontario M5J 2Y1 Attention: Corporate Actions

Telephone (outside North America): 1-514-982-7555 Toll Free (within North America): 1-800-564-6253 E-mail: [email protected]

This Letter of Transmittal, or a manually executed photocopy thereof, in each case properly completed and duly executed, together with all other required documents, must accompany certificates in proper form of transfer (satisfied by delivering original share certificates, if such Common Shares are held in certificated form) for the Common Shares deposited pursuant to the offer to purchase dated September 29, 2021 (together with any amendments, supplements or variations thereto, the “Offer to Purchase”) made by Amerigo Resources Ltd. (the “Corporation”) to holders of Common Shares (“shareholders”) and must be delivered or sent to and received by the Depositary at one of the addresses set forth above on or prior to the Expiry Time.

The terms and conditions of the Offer to Purchase, and the accompanying issuer bid circular (the “Circular”) are incorporated by reference in this Letter of Transmittal. Capitalized terms used but not defined in this Letter of Transmittal have the meanings ascribed to them in the Offer to Purchase and Circular. Shareholders should carefully consider the tax consequences of depositing Common Shares under the Offer. See the section entitled “Certain Canadian Federal Income Tax Considerations” in the Circular that accompanies this Letter of Transmittal, however, nothing in the Circular constitutes legal,

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business or tax advice to any particular Shareholder. Accordingly, Shareholders should consult their own advisors with respect to the legal, business and tax consequences to them of the Offer to Purchase having regard to their own particular circumstances. Please read carefully the instructions set forth below before completing this Letter of Transmittal.

Any questions or requests for assistance may be directed to the Depositary at the addresses, telephone numbers and email addresses set forth on the front or back cover page of this Letter of Transmittal, as applicable. Additional copies of the Offer to Purchase and Circular, this Letter of Transmittal and the Notice of Guaranteed Delivery may be obtained from the Depositary. Manually executed photocopies of this Letter of Transmittal and the Notice of Guaranteed Delivery will be accepted. Shareholders may also contact their investment dealer, stock broker, bank manager, trust company or other nominee for assistance concerning the Offer.

TO: AMERIGO RESOURCES LTD. (the “Corporation”)

AND TO: COMPUTERSHARE INVESTOR SERVICES INC., as depositary (the “Depositary”)

The undersigned delivers to the Corporation the enclosed certificate(s) for Common Shares and, subject only to the provisions of the Offer to Purchase regarding withdrawal, irrevocably accepts the Offer for such Common Shares upon the terms and conditions contained in the Offer Documents (as such term is defined below). The following are the details of the enclosed certificate(s):

DESCRIPTION OF COMMON SHARES DEPOSITED

Names(s) and Address(es) of Registered Owner(s) (Please Fill in Exactly as Name(s) Appear(s) on Common Share Certificate(s) and/or DRS Advice(s))

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Common Shares Deposited (Attach signed list if necessary)

If a Shareholder desires to deposit Common Shares in separate lots at a different price and/or different type of tender for each lot, such Shareholder must complete a separate Notice of Guaranteed Delivery for each lot and price and/or type of tender at which the Shareholder is depositing Common Shares, as applicable.

Common Share Certificate Number of Common Shares Number of Common Shares Number(s) or DRS Holder Represented by Certificate(s) Deposited* ID(s) or DRS Advice(s) Total Common Shares Deposited

  • If you desire to deposit fewer than all of the Common Shares evidenced by any share certificates listed above, indicate in this column the number of Common Shares you wish to deposit. Otherwise, all Common Shares evidenced by such share certificates will be considered to have been deposited. See Instruction 4 in this Letter of Transmittal.

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Delivery of this instrument to an address of the Depositary other than those shown on the front or back cover page does not constitute a valid delivery.

SHAREHOLDERS WHO WISH TO DEPOSIT COMMON SHARES UNDER THE OFFER AND WHOSE COMMON SHARES ARE HELD THROUGH AN INVESTMENT DEALER, STOCK BROKER, BANK, TRUST COMPANY OR OTHER NOMINEE SHOULD IMMEDIATELY CONTACT SUCH NOMINEE IN ORDER TO TAKE THE NECESSARY STEPS TO BE ABLE TO DEPOSIT SUCH COMMON SHARES UNDER THE OFFER.

Shareholders whose certificates for their Common Shares are not immediately available or who cannot deliver to the Depositary their certificates for Common Shares and all other documents which this Letter of Transmittal requires by the Expiry Time may only deposit their Common Shares according to the guaranteed delivery procedure set forth under the heading “Procedure for Depositing Common Shares” of the Offer to Purchase. See Instruction 2 in this Letter of Transmittal.

The undersigned hereby deposits to the Corporation the above-described Common Shares at the price per Common Share indicated in this Letter of Transmittal or pursuant to a Purchase Price Tender, payable in cash (subject to applicable withholding taxes, if any) and upon the terms and subject to the conditions set forth in the Offer to Purchase, the Circular, this Letter of Transmittal and the Notice of Guaranteed Delivery (all such documents, as amended or supplemented from time to time, collectively constitute and are herein referred to as, the “Offer Documents”), including the provisions relating to proration and odd lots described therein.

Subject to and effective as of the time at which the Corporation takes up the Common Shares deposited hereby pursuant to an Auction Tender or pursuant to a Purchase Price Tender in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to or upon the order of the Corporation all rights, title and interest in and to all Common Shares deposited hereby, and hereby irrevocably constitutes and appoints the Depositary as attorney-in-fact of the undersigned with respect to such Common Shares with full power of substitution (such power of attorney being an irrevocable power coupled with an interest), to:

  • (a) deliver certificates for such Common Shares, together with all accompanying evidences of transfer and authenticity, to or upon the order of the Corporation upon receipt by the Depositary, as the undersigned’s agent, of the Purchase Price;

  • (b) present certificates for such Common Shares for cancellation and transfer on the Corporation’s books; and

  • (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such Common Shares, subject to the next paragraph, all in accordance with the terms of the Offer.

The undersigned hereby covenants, represents and warrants that:

  • (a) the undersigned understands that depositing Common Shares under any one of the procedures described in the Offer Documents and the instructions hereto will constitute the undersigned’s acceptance of the terms and conditions of the Offer;

  • (b) the undersigned is the registered holder of the Common Shares deposited hereby and has full power and authority to deposit, sell, assign and transfer the Common Shares and any and all dividends, distributions, payments, securities, rights, assets or other interests which may be declared, paid, issued, distributed, made or transferred on or in respect of the deposited Common Shares to Shareholders of record on or after the date that the Corporation takes up and accepts for purchase the deposited Common Shares;

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  • (c) when and to the extent the Corporation accepts the Common Shares for payment, the Corporation will acquire good, marketable, and unencumbered title thereto, free and clear of all liens, charges, hypothecs, encumbrances, security interests, claims, restrictions and equities whatsoever, together with all rights and benefits arising therefrom, including, without limitation, the right to any and all dividends, distributions, payments, securities, rights, assets or other interests which may be declared, paid, issued, distributed, made or transferred on or in respect of such Common Shares to Shareholders of record on or after the date that the Corporation takes up and accepts for payment such Common Shares; provided, however, that any dividends or distributions that may be paid, issued, distributed, made or transferred on or in respect of such Common Shares to Shareholders of record prior to the date upon which such Common Shares are taken up and accepted for payment under the Offer shall be for the account of the undersigned;

  • (d) on request, the undersigned will execute and deliver any additional documents, transfers and other assurances that the Depositary or the Corporation deems necessary or desirable to complete the sale, assignment and transfer of the Common Shares deposited hereby;

  • (e)

  • the surrender of the undersigned’s Common Shares complies with applicable laws;

  • (f) all information inserted by or on behalf of the undersigned into this Letter of Transmittal is accurate; and

  • (g) the undersigned has read the Offer Documents and agrees to all of the terms of the Offer (including the Offer to Purchase and this Letter of Transmittal).

The names and addresses of the registered owners should be printed, if they are not already printed above, as they appear on the certificates representing Common Shares deposited hereby. The certificates representing Common Shares deposited and the number of Common Shares that the undersigned wishes to deposit should all be indicated in the appropriate columns, and if the deposit is being made pursuant to an Auction Tender, the purchase price at which such Common Shares are being deposited should be indicated in Box B – “Auction Tender Price (in Canadian Dollars) Per Common Share At Which Common Shares Are Being Deposited”.

The undersigned understands that he or she must indicate whether he or she deposits the Common Shares pursuant to an Auction Tender or a Purchase Price Tender by completing Box A – “Type of Tender”. Shareholders who deposit Common Shares without making a valid Auction Tender or Purchase Price Tender will be deemed to have made a Purchase Price Tender.

If a Shareholder desires to deposit Common Shares in separate lots at a different price and/or different type of tender for each lot, such Shareholder must complete a separate Letter of Transmittal for each lot and price and/or type of tender at which the Shareholder is depositing Common Shares, as applicable.

The undersigned understands that, upon the terms and subject to the conditions of the Offer, the Corporation will determine a single price per Common Share (the “Purchase Price”), which will not be less than $1.18 per Common Share and not more than $1.30 per Common Share, that it will pay for Common Shares validly deposited pursuant to the Offer and not withdrawn, taking into account the auction prices and the number of Common Shares deposited pursuant to Auction Tenders and Purchase Price Tenders (subject to applicable withholding taxes, if any). The undersigned understands that the Purchase Price will be the lowest price per Common Share that enables the Corporation to purchase the maximum number of Common Shares validly deposited and not properly withdrawn pursuant to the Offer having an aggregate purchase price not exceeding $25,000,000.

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The undersigned understands and acknowledges that, subject to the satisfaction or waiver by Amerigo of the conditions of the Offer, each Shareholder who has properly deposited Common Shares pursuant to an Auction Tender at or below the Purchase Price or pursuant to a Purchase Price Tender, and who has not properly withdrawn such Common Shares, will receive the Purchase Price, payable in cash (subject to applicable withholding taxes, if any), for all Common Shares purchased upon the terms and subject to the conditions of the Offer, including the provisions relating to pro-ration and the preferential acceptance of Odd Lots, each as described in the Offer to Purchase. The Corporation will return all other Common Shares, including Common Shares not purchased because of pro-ration. See the section entitled “The Offer” in the Offer to Purchase that accompanies this Letter of Transmittal.

The undersigned recognizes that under certain circumstances set forth in the Offer to Purchase, the Corporation may terminate or amend the Offer or may not be required to purchase any of the Common Shares deposited hereby, or may accept for payment, in accordance with the applicable pro-ration provisions relating to Common Shares deposited, fewer than all of the Common Shares deposited hereby. The undersigned understands and acknowledges that certificate(s) for any Common Shares not deposited or not purchased will be returned to the undersigned as directed in Box E – “Delivery Instructions” and, if applicable, Box F – “Issue Cheque and/or Certificate(s) in the Name of and Send Cheque and/or Certificate(s) to” below. The undersigned recognizes that the Corporation has no obligation, pursuant to the Offer, to transfer any certificates for Common Shares from the name of the registered owner.

The undersigned understands and acknowledges that the proper deposit of Common Shares pursuant to any one of the procedures described above will constitute a binding agreement between the undersigned and the Corporation, effective as of the time at which the Corporation takes up such Common Shares deposited by the depositing Shareholder, upon the terms and subject to the conditions of the Offer.

The undersigned understands and acknowledges that payment for Common Shares accepted for purchase under the Offer will be made by the Corporation by depositing the aggregate purchase price for such Common Shares with the Depositary (by bank transfer or other means satisfactory to the Depositary, acting reasonably), who will act as agent for Shareholders who have properly deposited Common Shares in acceptance of the Offer and have not withdrawn them for the purposes of receiving payment from the Corporation and transmitting payment to such depositing Shareholders. The Depositary will also coordinate with CDS and DTC, as applicable, with respect to Shareholders who have deposited Common Shares by way of book-entry transfer which are taken up and accepted for payment by the Corporation, to arrange for payment to be made to such Shareholders in accordance with the applicable settlement procedures of CDS and DTC, as applicable (subject to applicable withholding taxes, if any). The undersigned further understands and acknowledges that receipt by the Depositary from the Corporation of payment for such Common Shares will be deemed to constitute receipt of payment by such Shareholders. Under no circumstances will interest be paid by the Corporation or the Depositary by reason of any delay in paying for any Common Shares or otherwise.

The undersigned instructs the Corporation and the Depositary to issue the cheque for the purchase price for such of the deposited Common Shares that are taken up by the Corporation (subject to applicable withholding taxes, if any) to the order of the person identified in Box F – “Issue Cheque and/or Certificate(s) in the Name of and Send Cheque and/or Certificate(s) to” and to mail such cheque to the address indicated in Box F – “Issue Cheque and/or Certificate(s) in the Name of and Send Cheque and/or Certificate(s) to”, unless the “Hold for Pick-up” option in Box E – “Delivery Instructions” is checked. Such payment will be made in Canadian dollars.

All authority conferred or agreed to be conferred in this Letter of Transmittal shall, to the extent permitted by law, survive the death or incapacity, bankruptcy or insolvency of the undersigned, and all obligations of the undersigned under this Letter of Transmittal shall be binding upon the heirs, personal

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representatives, successors and assigns of the undersigned. Except as stated in the Offer to Purchase, this deposit is irrevocable.

If a share certificate has been lost, stolen or destroyed, this Letter of Transmittal, including Box I – “Lost, Stolen or Destroyed Certificates” should be completed as fully as possible and forwarded to the Depositary, together with a letter describing the loss, theft or destruction and providing a telephone number. The Depositary will respond with the replacement requirements, which include certain additional documents that must be signed in order to obtain replacement certificate(s) and the payment of the required lost certificate fee.

The undersigned agrees not to vote any of the deposited Common Shares that are taken up and paid for under the Offer at any meeting and not to exercise any of the other rights or privileges attaching to any of such deposited Common Shares or otherwise act with respect thereto. The undersigned covenants and agrees further to execute and deliver to the Corporation, provided not contrary to any applicable law, at any time and from time to time, as and when requested by, and at the expense of the Corporation, any and all instructions of proxy, authorization or consent, in form and on terms satisfactory to the Corporation, in respect of any such deposited Common Shares. The undersigned covenants and agrees further to designate in any such instruments of proxy the person or persons specified by the Corporation as the proxy holder of the undersigned in respect of such deposited Common Shares.

By reason of the use by the undersigned of an English language form of Letter of Transmittal, the undersigned and both of you shall be deemed to have required that any contract evidenced by the Offer as accepted through this Letter of Transmittal, as well as all documents related thereto, be written exclusively in the English language. En raison de l’usage d’une lettre d’envoi en langue anglaise par le soussigné, le soussigné et les destinaires sont présumés avoir requis que tout contrat atteste par l’offre et son acceptation par cette envoi, de même que tous les documents qui s’y rapportent, soient rédigés exclusivement en langue anglaise .

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BOX A TYPE OF TENDER

Check only one box. If more than one box is checked or if no box is checked, all Common Shares identified above will be deemed to have been tendered by way of a Purchase Price Tender. Common Shares are being deposited hereby pursuant to:

An Auction Tender (please complete Box B) A Purchase Price Tender

BOX B AUCTION TENDER PRICE (IN CANADIAN DOLLARS) PER COMMON SHARE AT WHICH COMMON SHARES ARE BEING DEPOSITED

This box MUST be completed if Common Shares are being deposited pursuant to an Auction Tender.

Check only one box. If more than one box is checked, there is no proper deposit of Common Shares.

$1.18 $1.24 $1.30 $1.20 $1.26 $1.22 $1.28

BOX C ODD LOTS (See Instruction 7 of the Letter of Transmittal)

To be completed ONLY if Common Shares are being deposited by or on behalf of persons beneficially owning an aggregate of fewer than 100 Common Shares as of the Expiry Time.

The undersigned either (check one) :

will be the beneficial owner of an aggregate of fewer than 100 Common Shares as of the Expiry Time, all of which are being deposited; or

is an investment dealer, stock broker, bank manager, trust company or other nominee that (i) is depositing, for the beneficial owners thereof, Common Shares with respect to which it is the record owner, and (ii) believes, based upon representations made to it by each such beneficial owner, that such beneficial owner will own an aggregate of fewer than 100 Common Shares as of the Expiry Time and is depositing all such Common Shares.

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BOX D NOTICE OF GUARANTEED DELIVERY

 CHECK HERE IF SHARES ARE BEING DEPOSITED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE TORONTO OFFICE OF THE DEPOSITARY AND COMPLETE THE FOLLOWING (please print or type)

Name of Registered Holder ________

Date of Guaranteed Delivery ______

Name of Institution which Guaranteed Delivery___________

BOX E

DELIVERY INSTRUCTIONS

Mail cheque and/or certificates for Common Shares to address on record. If more than one box is checked or if no box is checked, this will be the default option.

Mail cheque and/or certificates for Common Shares to an address other than the address on record. If this box is checked, you MUST complete Box F.

Hold cheque and/or certificates for Common Shares for pick-up at the office of the Depositary located in the city of Toronto.

Deliver payment via wire (must complete Box L).

BOX F

ISSUE CHEQUE AND/OR CERTIFICATE(S) IN THE NAME OF AND SEND CHEQUE AND/OR CERTIFICATE(S) TO (UNLESS THE “HOLD FOR PICK-UP” OPTION IN BOX D IS CHECKED): (please print)

Check box if same as existing registration and to name and address on record. Unless the “Hold or Pick-up” option in Box D is checked, this will be the default option for delivery. Otherwise, provide the details requested below*.

Name:

_______ Street Address and Number: _______ City and Province or State: _______ Country and Postal (Zip) Code: _______ Telephone – Business Hours: _______ Social Insurance or Social Security Number: _______

  • If the name or address details provided are different from your registration name or address details on record, please provide supporting transfer requirements (see Instruction 8).

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BOX G

SHAREHOLDER(S) SIGN HERE (See Instructions 1 and 6)

This Letter of Transmittal must be duly executed by registered owner(s) exactly as such owner(s) name(s) appear(s) on certificate(s) or on a security position listing or by person(s) authorized to become registered owner(s) by certificate(s) and documents transmitted with this Letter of Transmittal. If signature is by attorney-in-fact, executor, administrator, trustee, guardian, officer of a corporation or other legal representative acting in a fiduciary or representative capacity, please set forth the full title. See Instruction 6.

Authorized Signature(s): _______ (Shareholder(s) or Legal Representative) Name(s): _______ Street Address and Number: _______ City and Province or State: _______ Country and Postal (Zip) Code: _______ Area Code and Telephone Number: _______ If a Canadian Shareholder, Social Insurance Number: If a United States Shareholder, Taxpayer Identification Number or Social Security Number:: _______ Date: _______

BOX H SIGNATURE GUARANTEE (See Instruction 1) Authorized Signature: (Guarantor) _______ Name: _______ Name of Firm: _______ Title: _______ Street Address and Number: City and Province or State: _______ Country and Postal (Zip) Code: _______ Area Code and Telephone Number: _______ Date: _______

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BOX I

LOST, STOLEN OR DESTROYED CERTIFICATES

To be completed ONLY if Common Shares are being deposited being deposited have been lost, stolen or destroyed.

The undersigned either (check one) :

lost his or her certificate(s) representing Common Shares;

had his or her certificate(s) representing Common Shares stolen; or

had his or her certificate(s) representing Common Shares destroyed.

If a certificate representing Common Shares has been lost, stolen or destroyed, this Letter of Transmittal, including this Box I, must be completed as fully as possible and forwarded, together with a letter describing the loss, theft or destruction and providing a telephone number, to the Depositary. The Depositary will respond with the replacement requirements.

BOX J

CANADIAN WITHHOLDING TAX[1 ] (See Instruction 11)

All Shareholders must complete the following.

The person signing Box G certifies that the Shareholder (or, if the Shareholder is not the beneficial owner of the Shares tendered pursuant to this Letter of Transmittal, such beneficial owner) ☐ is ☐ is not resident in Canada for purposes of the Income Tax Act (Canada) (the “Tax Act”)[1] ;

The remainder of this Box is for non-residents of Canada only:

The Shareholder (or, if the Shareholder is not the beneficial owner of the Shares tendered pursuant to this Letter of Transmittal, such beneficial owner) ☐ is ☐ is not a resident of a country with which Canada has entered into an income tax treaty under which the Shareholder is entitled to the full benefits provided by such treaty.

If the non-resident Shareholder (or, if the Shareholder is not the beneficial owner of the Sharetendered pursuant to this Letter of Transmittal, such non-resident beneficial owner) is entitled to full benefits under such treaty complete the following:

Number of Shares held by a non-resident or held for, on behalf, or for the benefit of, a non-resident


Country of Residence _________

1 FAILURE TO PROVIDE THIS INFORMATION AND THE ENCLOSED NR-301, NR-302 or NR-303, IF APPLICABLE, WILL RESULT IN THE APPLICATION OF A 25% WITHHOLDING TAX RATE TO A DEEMED DIVIDEND ARISING PURSUANT TO THE OFFER, IF ANY.

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BOX K Indicate whether you are a U.S. Shareholder (as defined below) or are acting on behalf of a U.S. Shareholder

(please check the appropriate box)

The owner signing above represents that it is not a U.S. Shareholder and is not acting on behalf of a U.S. Shareholder; OR

The owner signing above represents that it is a U.S. Shareholder or is acting on behalf of a U.S. Shareholder.

A “U.S. Shareholder” is any Shareholder that is either (A) providing an address in Box F that is located within the United States or any territory or possession thereof, or (B) a U.S. person (as defined below) for United States federal income tax purposes. If you are a U.S. Shareholder or are acting on behalf of a U.S. Shareholder, then in order to avoid backup withholding of U.S. federal income tax you must complete the Form W-9 included below or otherwise provide certification that you are exempt from backup withholding, as provided in the instructions.

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BOX L
WIRE PAYMENT
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*PLEASE NOTE THAT THERE IS A $100 BANKING FEE ON WIRE PAYMENTS. ALTERNATIVELY, CHEQUE PAYMENTS ARE ISSUED AT NO ADDITIONAL COST

*IF WIRE DETAILS ARE INCORRECT OR INCOMPLETE, COMPUTERSHARE WILL ATTEMPT TO CONTACT YOU AND CORRECT THE ISSUE. HOWEVER, IF WE CANNOT CORRECT THE ISSUE PROMPTLY, A CHEQUE WILL BE AUTOMATICALLY ISSUED AND MAILED TO THE ADDRESS ON RECORD. NO FEES WILL BE CHARGED

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Please provide email address and phone number in the event that we need to contact you for corrective measures:
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EMAIL ADDRESS: _______ PHONE NUMBER: _____
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Beneficiary Name(s) that appears on the account at your financial institution – this MUST be the same name and address that your shares are registered to
Beneficiary Address (Note: PO Boxes will not be accepted) City Province/State Postal Code/Zip Code
Beneficiary Bank/Financial Institution
Bank Address City Province/State Postal Code/Zip Code
PLEASE ONLY COMPLETE THE APPLICABLE BOXES BELOW, AS PROVIDED BY YOUR FINANCIAL INSTITUTION. YOU ARE NOT REQUIRED TO COMPLETE ALL BOXES
Bank Account No. Bank No. & Transit No. (Canadian Banks) ABA/Routing No. (US Banks)
(3 digits & 5 digits) (9 digits)
SWIFT or BIC Code IBAN Number Sort Code (GBP)
(11 characters – if you only have eight, put ‘XXX’ for the last three)
Additional Notes and special routing instructions:
Mandatory fields
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INSTRUCTIONS Forming Part of the Terms of the Offer

  1. Signature Guarantees. No guarantee of a signature is required on this Letter of Transmittal if: (i) this Letter of Transmittal is signed by the registered holder of the Common Shares deposited with this Letter of Transmittal exactly as the name of the registered holder appears on the share certificate deposited herewith, and payment and delivery are to be made directly to such registered holder at the name and address on record, or (ii) the Common Shares are deposited for the account of an Eligible Institution.

In all other cases, an Eligible Institution must guarantee all signatures on this Letter of Transmittal by completing Box G - “Signature Guarantee”. “Eligible Institution” refers to a Canadian Schedule I chartered bank, a participating organization of Toronto Stock Exchange Inc., a member of the Securities Transfer Agent Medallion Program (STAMP), a member of the Stock Exchanges Medallion Program (SEMP) or a member of the New York Stock Exchange Inc. Medallion Signature Program (MSP). Members of these programs are usually members of a recognized stock exchange in Canada or the United States, members of the Investment Industry Regulatory Organization of Canada (IIROC), members of the Financial Industry Regulatory Authority (FINRA) or banks and trust companies in the United States.

  1. Delivery of Letter of Transmittal and Certificates; Guaranteed Delivery Procedures. Certificates for all physically deposited Common Shares together with a properly completed and duly executed Letter of Transmittal (or manually executed photocopy thereof) and any other documents required by this Letter of Transmittal, should be hand delivered, couriered or mailed to the Depositary at the appropriate address set forth herein and must be received by the Depositary on or before the Expiry Time.

Shareholders whose certificates are not immediately available or who cannot deliver certificates for Common Shares and all other required documents to the Depositary on or prior to the Expiry Time or complete the procedures for book-entry transfer prior to the Expiry Time, may deposit their Common Shares by or through any Eligible Institution by properly completing and duly executing and delivering a Notice of Guaranteed Delivery substantially in the form provided by the Corporation (or a manually executed photocopy thereof) to the Depositary at its office in Toronto (Ontario), as set out in the Notice of Guaranteed Delivery, on or before the Expiry Time, which must include a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery, and by otherwise complying with the guaranteed delivery procedure as set forth in the Offer to Purchase under “Procedure for Depositing Common Shares Procedure for Guaranteed Delivery”. Pursuant to such guaranteed delivery procedure, the certificates for all physically deposited Common Shares, as well as a properly completed and duly executed Letter of Transmittal (or a manually executed photocopy thereof), relating to such Common Shares, with signatures guaranteed if so required in accordance with this Letter of Transmittal, and all other documents required by this Letter of Transmittal, must be received by the Toronto (Ontario) office of the Depositary before 5:00 p.m. (Toronto time) on or before the second trading day on the Toronto Stock Exchange after the Expiration Date. See “Procedure for Depositing Common Shares” in the Offer to Purchase.

The Notice of Guaranteed Delivery may be hand delivered, couriered, mailed or transmitted by email transmission to the Toronto (Ontario) office of the Depositary listed in the Notice of Guaranteed Delivery, and must include a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery. For Common Shares to be validly tendered pursuant to the guaranteed delivery procedure, the Depositary must receive the Notice of Guaranteed Delivery prior to the Expiry Time.

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Notwithstanding any other provision hereof, payment for Common Shares deposited and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of certificates for such Common Shares, or timely confirmation of the book-entry transfer of such Common Shares, a properly completed and duly executed Letter of Transmittal (or a manually executed photocopy thereof) relating to such Common Shares, with signatures that are guaranteed if so required, and any other documents required by the Letter of Transmittal, or in the case of a book-entry transfer, a Book-Entry Confirmation through the CDSX system (in the case of Common Shares held in CDS) or an Agent’s Message (in the case of Common Shares held in DTC).

The tender information specified in a Notice of Guaranteed Delivery by a person completing such Notice of Guaranteed Delivery will, in all circumstances, take precedence over any inconsistent tender information that is specified in the related Letter of Transmittal that is subsequently delivered.

The method of delivery of certificates representing Common Shares, if any, and all other required documents is at the option and risk of the depositing Shareholder. Delivery of a share certificate representing Common Shares will only be treated as having been made upon actual receipt of such share certificate representing Common Shares by the Depositary. If certificates representing Common Shares are to be sent by mail, registered mail with return receipt requested, properly insured, is recommended and the mailing must be made sufficiently in advance of the Expiration Date to permit delivery to the Depositary on or prior to the Expiry Time. Shareholders whose Common Shares are registered in the name of an investment dealer, stock broker, bank, trust company or other nominee should immediately contact such persons in order to take the necessary steps to be able to deposit such Common Shares under the Offer.

The Corporation will not purchase any fractional Common Shares, nor will it accept any alternative, conditional or contingent deposits. All depositing Shareholders, by execution of this Letter of Transmittal (or a manually executed photocopy thereof), waive any right to receive any notice of the acceptance of their deposit.

  1. Inadequate Space. If the space provided in the box captioned “Description of Common Shares Deposited” is inadequate, the certificate numbers and/or the number of Common Shares should be listed on a separate signed schedule and attached to this Letter of Transmittal.

  2. Partial Deposits and Unpurchased Common Shares. If fewer than all of the Common Shares evidenced by any certificate are to be deposited, fill in the number of Common Shares which are to be deposited in the column entitled “Number of Common Shares Deposited”. In such case, if any deposited Common Shares are purchased, a cheque for the purchase price in respect of such deposited Common Shares will be issued and a new certificate for the remainder of the Common Shares evidenced by the old certificate(s) will be issued and sent to the address indicated in Box F – “Issue Cheque and/or Certificate(s) in the Name of and Send Cheque and/or Certificate(s) to”, unless the “Hold for Pick-up” option in Box E – “Delivery Instructions” is checked, as soon as reasonably practicable after the Expiration Date. All Common Shares represented by the certificate(s) listed and delivered to the Depositary are deemed to have been deposited unless otherwise indicated.

5. Indication of Type of Tender and Indication of Price at which Common Shares are being Deposited.

  • (a) Indication of Type of Tender . To deposit Common Shares, the Shareholder must complete Box A – “Type of Tender” in this Letter of Transmittal or, if applicable, on the Notice of Guaranteed Delivery indicating whether he or she is depositing Common

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Shares pursuant to an Auction Tender or a Purchase Price Tender. Only one box may be checked . If more than one box is checked or if no box is checked, all Common Shares identified above will be deemed to have been tendered by way of a Purchase Price Tender. The same Common Shares cannot be deposited (unless previously properly withdrawn as provided in the Offer to Purchase) pursuant to both an Auction Tender and a Purchase Price Tender, or pursuant to Auction Tenders at more than one price. However, if a Shareholder desires to deposit Common Shares in separate lots at a different price and/or a different type of tender for each lot, such Shareholder must complete a separate Letter of Transmittal or, if applicable, Notice of Guaranteed Delivery for each lot and price and/or type of tender at which the Shareholder is depositing.

  • (b) Indication of Price at which Common Shares are being Deposited . For Common Shares to be properly deposited pursuant to an Auction Tender, the Shareholder must complete Box B – “Auction Tender Price (in Canadian Dollars) Per Common Share At Which Common Shares Are Being Deposited” in this Letter of Transmittal indicating the price per Common Share in Canadian dollars at which he or she is depositing Common Shares. A Shareholder wishing to deposit portions of his or her Common Shares pursuant to Auction Tenders at different prices must complete a separate Letter of Transmittal for each price at which he or she wishes to deposit each such portion of his or her Common Shares. The same Common Shares cannot be deposited pursuant to Auction Tenders (unless previously properly withdrawn as provided in the Offer to Purchase) at more than one price. No price can be specified by Shareholders making a Purchase Price Tender.

6. Signatures on Letter of Transmittal, Stock Power and Endorsements.

  • (a) If Box G – “Shareholder(s) Sign Here” in this Letter of Transmittal is signed by the registered owner(s) of the Common Shares deposited hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate without any change whatsoever.

  • (b) If the Common Shares are registered in the names of two or more joint owners, each such owner must sign in Box G – “Shareholder(s) Sign Here” in this Letter of Transmittal.

  • (c) If any deposited Common Shares are registered in different names on several certificates, it will be necessary to complete, sign, and submit as many separate Letters of Transmittal as there are different registrations of certificates.

  • (d) When this Letter of Transmittal is duly executed by the registered owner(s) of the Common Shares listed and transmitted hereby, no endorsements of certificate(s) representing such Common Shares or separate stock powers are required unless payment is to be made, or the certificates for Common Shares not deposited or not purchased are to be issued, to a person other than the registered owner(s). Any signature(s) required on such certificates or stock powers must be guaranteed by an Eligible Institution. If this Letter of Transmittal is duly executed by a person other than the registered owner(s) of the certificate(s) listed, the certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered owner(s) appear(s) on the certificate, and signatures on such certificate(s) or stock power(s) must be guaranteed by an Eligible Institution. An ownership declaration, which can be obtained from the Depositary, must also be completed and delivered to the Depositary. See Instruction 1 in this Letter of Transmittal.

  • (e) If this Letter of Transmittal or any certificates or stock powers are duly executed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of

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corporations or any other legal representative acting in a fiduciary or representative capacity, such persons should so indicate when signing and must submit proper evidence satisfactory to the Corporation or the Depositary of their authority to so act.

  1. Odd Lots. As described in the Offer to Purchase under “Number of Common Shares and ProRation”, if the Corporation is to purchase less than all of the Common Shares deposited, Common Shares deposited by any Shareholder who will own beneficially, as of the Expiry Time, an aggregate of fewer than 100 Common Shares and who deposits all of his or her Common Shares under Auction Tenders at or below the Purchase Price or under Purchase Price Tenders will not be subject to pro-ration. This treatment will not be available unless Box C – “Odd Lots” is completed.

  2. Payment and Delivery Instruction. The undersigned of the Letter of Transmittal must identify to whom a cheque and/or certificates should be issued by completing Box E – “Issue Cheque and/or Certificate(s) in the Name of and Send Cheque and/or Certificate(s) to”. Such cheque and/or certificates will be sent to the address indicated in Box E – “Issue Cheque and/or Certificate(s) in the Name of and Send Cheque and/or Certificate(s) to”, unless such cheque and/or certificates is to be held by the Depositary for pick-up by the undersigned or any person designated by the undersigned in writing and the “Hold for Pick-up” option in Box E – “Delivery Instructions” is checked. If payment is to be made, or certificates representing Common Shares not purchased or deposited are to be issued, to a person other than the registered holder, the deposited certificate(s) must be endorsed or accompanied by an appropriate stock power, in either case, signed exactly as the name of the registered holder appears on the certificate(s) with the signature on the certificate(s) or stock power signature guaranteed by an Eligible Institution. If an address is not provided in Box F – “Issue Cheque and/or Certificate(s) in the Name of and Send Cheque and/or Certificate(s) to” or if the “Hold for Pick-Up” option in Box E – “Delivery Instructions” is not checked, cheques or certificates representing all Common Shares not purchased or deposited will be forwarded to the address of the relevant person shown on the share register for the Common Shares.

  3. Irregularities. All questions as to the number of Common Shares to be accepted and taken up, the price to be paid therefor, the amount of applicable withholding taxes, if any, the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any deposit of Common Shares, will be determined by the Corporation, in its sole discretion, and will be final and binding on all parties, except as otherwise finally determined in a subsequent judicial proceeding in a court of competent jurisdiction or as required by law. The Corporation reserves the absolute right to reject any or all deposits of Common Shares determined by it, in its sole discretion, not to be in proper form or not completed in accordance with the instructions set forth herein, in the Offer to Purchase and in the Notice of Guaranteed Delivery or the acceptance for payment of or payment for which may, in the opinion of the Corporation’s counsel, be unlawful under the laws of any jurisdiction. The Corporation also reserves the absolute right to waive any of the conditions of the Offer or any defect or irregularity in any deposit of Common Shares. No individual deposit of Common Shares will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with deposits must be cured within such time as the Corporation shall determine. The Corporation reserves the right to waive a defect or irregularity with respect to one deposit without waiving such defect or irregularity with respect to other deposits. The Corporation will not be liable for failure to waive any condition of the Offer or any defect or irregularity in any deposit of Common Shares. None of the Corporation, the Depositary or any other person is or will be under any duty or obligation to give notice of any defect or irregularity in any deposit, nor shall any of them incur any liability for failure to give any such notice. The Corporation’s interpretation of the terms and conditions of the Offer (including this Letter of Transmittal and the Notice of Guaranteed Delivery) will be final and binding on all

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parties, except as otherwise finally determined in a subsequent judicial proceeding in a court of competent jurisdiction or as required by law.

  1. Form W-9. Each U.S. Shareholder depositing Common Shares to the Depositary is required to provide the Depositary with a correct U.S. taxpayer identification number (“TIN”) (generally the Shareholder’s social security number or federal employer identification number) and certain other information, on Form W-9, which is provided under “Important U.S. Tax Information for U.S. Shareholders Depositing Common Shares to the Depositary” below. Failure to provide the information on this form may subject the depositing Shareholder to a penalty imposed by the U.S. Internal Revenue Service and backup withholding of 24% of any payment made to such Shareholder pursuant to the Offer.

11. Tax Residency – Canadian Withholding Tax.

Canadian Resident Shareholders

To ensure that Canadian non-resident withholding tax is not withheld in respect of tendered Common Shares beneficially owned by a person resident in Canada for purposes of the Tax Act (referred to as a Canadian Resident Beneficial Owner), the Shareholder must certify in Box J that the Canadian Resident Beneficial Owner is a resident of Canada. Canadian Resident Beneficial Owners and Shareholders holding tendered Common Shares on behalf of a Canadian Resident Beneficial Owner are required to complete Box J.

Shareholders who do not properly complete the certification in Box J regarding the Canadian residency status of a Canadian Resident Beneficial Owner will be assumed to be non-residents of Canada who are subject to 25% non-resident withholding tax on any relevant amounts.

Non-Canadian Resident Shareholders

Non-resident withholding tax may apply in respect of Common Shares beneficially owned by a person who is not resident in Canada for purposes of the Tax Act (referred to as a Non-Canadian Resident Beneficial Owner). Non-Canadian Resident Beneficial Owners and Shareholders holding Shares on behalf of a Non-Canadian Resident Beneficial Owner are required to complete Box H.

Applicability of a Tax Treaty

Canadian non-resident withholding tax will generally apply at a rate of 25% to certain amounts paid or deemed to be paid (including a deemed dividend arising under the Offer, if any) in respect of Common Shares beneficially owned by persons not resident in Canada for purposes of the Tax Act, unless a tax treaty is applicable to reduce the withholding tax rate. Non-Canadian Resident Beneficial Owners will be subject to withholding tax at 25% on any relevant amounts unless the information indicated in Box G is properly completed and provided along with this Letter of Transmittal.

If the Shareholder is the Beneficial Owner of the tendered Common Shares, the Shareholder must complete Form NR-301 (or, in the case of a partnership or hybrid entity, Form NR-302 or NR-303, as applicable) in order to claim the benefits under a tax treaty. If the Shareholder is not the Beneficial Owner of the tendered Common Shares, the Shareholder must obtain from each Beneficial Owner wishing to claim the benefits under a tax treaty a completed Form NR-301 (or, in the case of a partnership or hybrid entity, Form NR-302 or NR-303, as applicable), and if there is more than one Beneficial Owner, the Shareholder must also complete Schedule A.

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Shareholders who do not properly complete and provide Form NR-301 (or, in the case of a partnership or hybrid entity, Form NR-302 or NR-303, as applicable) and Schedule A (if applicable), will be assumed to be subject to the full Canadian 25% non-resident withholding tax rate on any relevant amounts.

  1. Fees/Commissions. Registered Shareholders who deposit their Common Shares directly to the Depositary will not be obligated to pay any brokerage fees or commissions. Non-registered Shareholders who hold their Common Shares through an investment dealer, stock broker, bank, trust company or other nominee should consult with such persons regarding whether any fees or commissions will apply in connection with a deposit of Common Shares pursuant to the Offer.

  2. Governing Law. The Offer and any agreement resulting from the acceptance of the Offer will be construed in accordance with and governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

PRIVACY NOTICE

Computershare is committed to protecting your personal information. In the course of providing services to you and our corporate clients, we receive non-public personal information about you-from transactions we perform for you, forms you send us, other communications we have with you or your representatives, etc. This information could include your name, contact details (such as residential address, correspondence address, email address), social insurance number, survey responses, securities holdings and other financial information. We use this to administer your account, to better serve your and our clients’ needs and for other lawful purposes relating to our services. Computershare may transfer personal information to other companies in or outside of Canada that provide data processing and storage or other support in order to facilitate the services it provides. Where we share your personal information with other companies to provide services to you, we ensure they have adequate safeguards to protect your personal information. We also ensure the protection of rights of data subjects under the General Data Protection Regulation, where applicable. We have prepared a Privacy Code to tell you more about our information practices, how your privacy is protected and how to contact our Chief Privacy Officer. It is available at our website, www.computershare.com, or by writing to us at 100 University Avenue, Toronto, Ontario, M5J 2Y1. Computershare will use the information you are providing in order to process your request and will treat your signature(s) as your consent to us so doing.

IMPORTANT: THIS LETTER OF TRANSMITTAL OR A MANUALLY EXECUTED PHOTOCOPY THEREOF (TOGETHER WITH CERTIFICATES FOR COMMON SHARES AND ALL OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE DEPOSITARY ON OR BEFORE THE EXPIRY TIME.

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IMPORTANT U.S. TAX INFORMATION FOR U.S. SHAREHOLDERS DEPOSITING COMMON SHARES TO THE DEPOSITARY

The following does not constitute a summary of the tax consequences of the Offer to Purchase and U.S. Shareholders should consult with their own tax advisors regarding the tax consequences of the Offer to Purchase as well as any elections that may be available to mitigate certain possible adverse U.S. tax consequences.

Each U.S. Shareholder is required to provide the Depositary with a correct Taxpayer Identification Number (“TIN”) on the Form W-9 which is enclosed herewith, and to certify whether such holder is subject to backup withholding of federal income tax. If a U.S. Shareholder has been notified by the IRS that such holder is subject to backup withholding, such U.S. Shareholder must cross out item 2 in Part II of the Form W-9, unless such holder has since been notified by the IRS that such holder is no longer subject to backup withholding.

You are a “U.S. person” if you are: (a) an individual citizen or resident alien of the United States as determined for U.S. federal income tax purposes; (b) a corporation (including an entity classified as a corporation) or partnership (including an entity classified as a partnership) created in the United States or under the laws of the United States or any state or the District of Columbia; (c) an estate the income of which is subject to United States federal income tax regardless of its source; or (d) a trust: (i) if a court within the United States is able to exercise primary jurisdiction over its administration and one or more U.S. persons have the authority to control all substantial decisions of the trust; or (ii) that has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person.

Exempt holders (including, among others, all corporations) are not subject to backup withholding requirements. To prevent possible erroneous backup withholding, an exempt holder must enter its correct TIN or Employer Identification Number in Part I of the Form W-9, specify its “exempt payee code” and exemption from FATCA reporting code, as applicable, in the “Exemptions” box in accordance with the instructions to Form W-9, and sign and date the form.

If a U.S. Shareholder has not been issued a TIN and has applied for one or intends to apply for one in the near future, such holder should write “Applied For” in the space provided for the TIN Part I of the Form W-9, and sign and date the Form W-9 and the Certificate of Awaiting Taxpayer Identification Number. If “Applied For” is written in the Form W-9 and the Depositary is not provided with a TIN within 60 days, the Depositary may withhold 24% of all consideration due to such holder in connection with the Offer to Purchase until a TIN is provided to the Depositary.

If the Form W-9 is not applicable to a holder because such holder is not a U.S. person, but such holder provides an address that is located in the United States, such holder will instead need to submit an appropriate and properly completed IRS Form W-8 Certificate of Foreign Status, signed under penalty of perjury to avoid U.S. federal backup withholding tax. An appropriate IRS Form W-8 (W-8BEN, W- 8BEN-E, W-8ECI or other form) may be obtained from the Depositary, or at http://www.irs.gov.

The Corporation reserves the right in its sole discretion to take whatever steps are necessary to comply with its obligations regarding backup withholding.

A U.S. SHAREHOLDER WHO FAILS TO PROPERLY COMPLETE THE FORM W-9 ENCLOSED WITH THIS LETTER OF TRANSMITTAL MAY BE SUBJECT TO PENALTIES IMPOSED BY THE IRS AND BACKUP WITHHOLDING OF 24% ON ANY CONSIDERATION SUBJECT TO TAX DUE TO SUCH HOLDER IN CONNECTION WITH THE OFFER TO PURCHASE. BACKUP WITHHOLDING IS NOT AN ADDITIONAL TAX. RATHER, THE TAX LIABILITY OF PERSONS SUBJECT TO BACKUP WITHHOLDING WILL BE REDUCED BY THE AMOUNT OF TAX WITHHELD. IF WITHHOLDING RESULTS IN AN OVERPAYMENT OF TAXES, A REFUND MAY BE OBTAINED BY TIMELY FILING A CLAIM FOR REFUND WITH THE IRS. THE DEPOSITARY CANNOT REFUND AMOUNTS V54093\47488975\7

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WITHHELD BY REASON OF BACKUP WITHHOLDING. EACH U.S. SHAREHOLDER IS URGED TO CONSULT HIS, HER OR ITS OWN TAX ADVISOR TO DETERMINE WHETHER SUCH HOLDER IS REQUIRED TO FURNISH A FORM W-9 OR IS EXEMPT FROM BACKUP WITHHOLDING AND INFORMATION REPORTING.

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FORM W-9

See attached.

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TENDERING SHAREHOLDERS MUST COMPLETE THE FOLLOWING CERTIFICATE IF THEY APPLIED FOR A TAXPAYER IDENTIFICATION NUMBER

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number to the payor by the time of payment, 24% of all reportable payments made to me will be withheld until I provide a number and that, if I do not provide my taxpayer identification number within 60 calendar days, such retained amounts shall be remitted to the IRS as backup withholding.

Signature:

Date:

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SCHEDULE A

TO BE COMPLETED BY A SHAREHOLDER HOLDING SHARES ON BEHALF OF MORE THAN ONE NON-CANADIAN BENEFICIAL OWNER CLAIMING BENEFITS UNDER A TAX TREATY

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Name of Non-Canadian Resident Beneficial Owner Number of Tendered Shares Held
Total
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If you are a Shareholder that holds Shares for more than one Non-Canadian Resident Beneficial Owner that wishes to claim treaty benefits, please provide the name and number of shares held by each such Non-Canadian Resident Beneficial Owner. The name of each Non-Canadian Resident Beneficial Owner should match the name on the corresponding Form NR-301 Declaration of Eligibility for Benefits Under a Tax Treaty for a Non-Resident Person* that you are submitting with this Letter of Transmittal. Attach an additional schedule if more space is needed.

  • Partnerships or Hybrid Entities must complete Form NR-302 or Form NR-303, as applicable.

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The Depositary for the Offer is:

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COMPUTERSHARE INVESTOR SERVICES INC.

By Regular Mail

By Registered Mail, Hand or Courier

Computershare Investor Services Inc. Computershare Investor Services Inc. P.O. Box 7021 100 University Avenue, 8th Floor 31 Adelaide St. East Toronto, Ontario M5J 2Y1 Toronto, Ontario M5C 3H2 Attention: Corporate Actions Attention: Corporate Actions

Telephone (outside North America): 1-514-982-7555 Toll Free (within North America): 1-800-564-6253 E-mail: [email protected]

Any questions or requests for assistance may be directed to the Depositary at the addresses, telephone numbers and email address set forth above. Additional copies of the Offer to Purchase and Circular, this Letter of Transmittal and the Notice of Guaranteed Delivery may be obtained from the Depositary. Manually executed photocopies of this Letter of Transmittal and the Notice of Guaranteed Delivery will be accepted. Shareholders may also contact their investment dealer, stock broker, bank manager, trust company or other nominee for assistance concerning the Offer.

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