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Armada Data Corporation — M&A Activity 2024
Oct 1, 2024
44883_rns_2024-10-01_9da0653b-fce3-417b-bfbe-4e052492d53f.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. THIS LETTER OF TRANSMITTAL IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. THIS LETTER OF TRANSMITTAL MUST BE COMPLETED AND SUBMITTED BY ALL REGISTERED HOLDERS OF COMMON SHARES (“SHAREHOLDERS”) OF ARMADA DATA CORPORATION. SUCH SHAREHOLDERS MUST FORWARD A PROPERLY COMPLETED AND SIGNED LETTER OF TRANSMITTAL AND CERTIFICATE(S) REPRESENTING THEIR COMMON SHARES, AND ALL OTHER REQUIRED DOCUMENTS TO THE DEPOSITARY, COMPUTERSHARE INVESTOR SERVICES INC., IN ORDER TO RECEIVE THE CONSIDERATION TO WHICH THEY ARE ENTITLED UNDER THE AMALGAMATION (AS DEFINED BELOW). THE DEPOSITARY, YOUR BROKER OR OTHER FINANCIAL ADVISOR CAN ASSIST YOU IN COMPLETING THIS LETTER OF TRANSMITTAL.
THIS LETTER OF TRANSMITTAL IS FOR USE ONLY IN CONJUNCTION WITH THE AMALGAMATION BETWEEN ARMADA DATA CORPORATION (“ARMADA”) AND 1498798 B.C. LTD. (“ACQUIROR”).
THIS LETTER OF TRANSMITTAL MUST BE VALIDLY COMPLETED, DULY EXECUTED AND RETURNED TO THE DEPOSITARY. IT IS IMPORTANT THAT YOU VALIDLY COMPLETE, DULY EXECUTE AND RETURN THIS LETTER OF TRANSMITTAL ON A TIMELY BASIS IN ACCORDANCE WITH THE INSTRUCTIONS CONTAINED HEREIN. BEFORE COMPLETING THIS LETTER OF TRANSMITTAL, SHAREHOLDERS ARE STRONGLY URGED TO READ THE SECTION “CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS” OF THE INFORMATION CIRCULAR (AS DEFINED BELOW) WHICH PROVIDES AN OVERVIEW OF CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS FOR THEM WITH RESPECT TO THE AMALGAMATION AND SHAREHOLDERS ARE ALSO STRONGLY URGED TO CONSULT THEIR OWN TAX ADVISORS PRIOR TO SUBMITTING THIS LETTER OF TRANSMITTAL.
LETTER OF TRANSMITTAL
FOR COMMON SHARES
OF
ARMADA DATA CORPORATION
This Letter of Transmittal, properly completed and duly executed, together with all other required documents, must accompany any certificates or other evidence of ownership of common shares of Armada (the “ Shares ”) deposited in connection with the proposed amalgamation (the “ Amalgamation ”) involving Armada and the Acquiror, that is being submitted for approval at the special meeting of Shareholders on October 28, 2024 at 10:00 a.m. (the “ Meeting ”) as described in the management information circular of Armada dated September 25, 2024 (the “ Information Circular ”). Capitalized terms used but not defined in this Letter of Transmittal have the meanings ascribed to them in the Information Circular.
The Amalgamation will be completed by way of an amalgamation under the provisions of the Business Corporations Act (British Columbia) in accordance with the terms of an amalgamation agreement between Armada and the Acquiror (the “ Amalgamation Agreement ”). The Amalgamation Agreement is attached as Appendix C to the Information Circular.
The Amalgamation is subject to, among other things, approval of the Shareholders at the Meeting. Shareholders should refer to the Information Circular for more information regarding the expected timing for completion of the Amalgamation. Upon completion of the Amalgamation, among other things, each Shareholder (other than the Acquiror Parent Group and Shareholders who have validly exercised their Dissent Rights) will be entitled to receive $0.04 in exchange for each Share held. If the Amalgamation is not completed and the Amalgamation Agreement is terminated in accordance with its terms, the Depositary will return to Shareholders the certificate(s) enclosed with their Letter(s) of Transmittal in accordance with the instructions provided in the Letter(s) of Transmittal, and Shareholders will not be entitled to receive any consideration for their Shares.
Shareholders whose Shares are registered in the name of an Intermediary such as a broker, investment dealer, bank, trust company or other intermediary should NOT use this Letter of Transmittal and should contact that Intermediary for instructions and assistance in depositing their Shares.
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In order for this Letter of Transmittal to be validly completed, the undersigned is required to provide and complete the necessary information for each of the steps indicated below that are applicable to it or to any beneficial Shareholder on whose behalf the undersigned holds the Shares. Delivery of this Letter of Transmittal to an address other than as set forth herein will not constitute a valid delivery. If Shares are registered in different names, a separate Letter of Transmittal must be submitted for each different registered owner. Any Letter of Transmittal, once deposited with the Depositary (as defined below), will be irrevocable and may not be withdrawn by a Shareholder, unless the Amalgamation is not completed and the Amalgamation Agreement is terminated in accordance with its terms.
Shareholders (other than the Acquiror Parent Group and Shareholders who have validly exercised their Dissent Rights) who return validly completed and duly executed Letters of Transmittal to the Depositary in accordance with the instructions set out below should receive the aggregate consideration payable for their deposited Shares as soon as reasonably practicable after the Effective Date.
ARMADA AND THE ACQUIROR WILL EFFECT THE AMALGAMATION IF AND WHEN ALL OF THE CONDITIONS TO CLOSING HAVE BEEN SATISFIED OR WAIVED (IF PERMITTED). THE COMPLETION OF THE AMALGAMATION IS SUBJECT TO A NUMBER OF CONDITIONS PRECEDENT, SOME OF WHICH ARE OUTSIDE OF THE CONTROL OF ARMADA AND THE ACQUIROR. THERE CAN BE NO CERTAINTY, NOR CAN ARMADA OR THE ACQUIROR PROVIDE ANY ASSURANCE, THAT THESE CONDITIONS WILL BE SATISFIED OR, IF SATISFIED, THE TIMING AS TO WHEN THEY WILL BE SATISFIED. MOREOVER, A SUBSTANTIAL DELAY IN OBTAINING SATISFACTORY APPROVALS COULD RISK THE COMPLETION OF THE AMALGAMATION.
REGISTERED SHAREHOLDERS WHO DO NOT FORWARD TO THE DEPOSITARY A VALIDLY COMPLETED AND DULY SIGNED LETTER OF TRANSMITTAL, TOGETHER WITH THE CERTIFICATE(S) OR OTHER EVIDENCE OF OWNERSHIP REPRESENTING THEIR DEPOSITED SHARES AND ANY OTHER REQUIRED DOCUMENTS, WILL NOT RECEIVE THE CONSIDERATION TO WHICH THEY ARE OTHERWISE ENTITLED TO UNDER THE AMALGAMATION UNTIL SUCH DEPOSIT IS MADE AND RECEIVED BY THE DEPOSITARY, AND UNTIL THE SAME IS PROCESSED FOR PAYMENT BY THE DEPOSITARY.
IRRESPECTIVE OF WHETHER REGISTERED SHAREHOLDERS FORWARD THEIR SHARE CERTIFICATE(S) OR OTHER EVIDENCE OF OWNERSHIP REPRESENTING THEIR DEPOSITED SHARES TO THE DEPOSITARY UPON COMPLETION OF THE AMALGAMATION ON THE EFFECTIVE DATE, REGISTERED SHAREHOLDERS WILL CEASE TO BE SHAREHOLDERS OF ARMADA AT THE TIME PROVIDED FOR IN THE AMALGAMATION AGREEMENT AND WILL ONLY BE ENTITLED TO RECEIVE THE CONSIDERATION, LESS ANY APPLICABLE WITHHOLDINGS, TO WHICH THEY ARE ENTITLED UNDER THE AMALGAMATION. SHAREHOLDERS WHO DO NOT DELIVER THE SHARE CERTIFICATES REPRESENTING THEIR SHARES OR OTHER EVIDENCE OF OWNERSHIP AND ALL OTHER REQUIRED DOCUMENTS TO THE DEPOSITARY ON OR BEFORE THE DATE WHICH IS SIX YEARS AFTER THE EFFECTIVE DATE WILL LOSE THEIR RIGHT TO RECEIVE ANY CONSIDERATION FOR THEIR SHARES.
Please note that the delivery of this Letter of Transmittal does not constitute a vote in favour of the Amalgamation. To exercise your right to vote at the Meeting, Shareholders must complete and return the applicable form of proxy that accompanied the Information Circular in accordance with the instructions contained on that form of proxy. See the Information Circular for additional information.
TO ARMADA DATA CORPORATION AND TO 1498798 B.C. LTD. AND TO COMPUTERSHARE INVESTOR SERVICES INC. at its offices set out herein.
STEP 1: DESCRIBE THE SHARE CERTIFICATES BEING TRANSMITTED
In connection with the Amalgamation being considered for approval at the Meeting, the undersigned delivers to you the enclosed certificate(s) or other evidence of ownership for Shares. The following are the details of the enclosed certificate(s):
Description of Share Certificate(s)/DRS Advice(s)
| Certificate Number(s)/ DRS Advice Number(s) |
Name in Which Registered | Number of Shares Deposited |
|---|---|---|
| TOTAL: (If space is not sufficient, please attach a list in the above form) |
Notes :
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The total of the numbers filled in above must equal the total number of Shares enclosed with this Letter of Transmittal.
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LOST CERTIFICATES : If your certificates have been lost, misplaced, or destroyed, you can replace them by following the directions under Instruction 6 or alternatively by completing Box F of the Letter of Transmittal along with the required payment to Computershare.
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If your Shares are represented by a DRS advice rather than a certificate you are not required (although it would be preferred) to submit the DRS advice to the Depositary; however, you are still required to complete and submit the Letter of Transmittal to receive the consideration to which you are entitled for your Deposited Shares (as defined below).
STEP 2: MAKE THE FOLLOWING DECLARATION
IN CONNECTION WITH THE AMALGAMATION AND FOR VALUE RECEIVED the undersigned hereby surrenders to the Acquiror, effective as of the time provided for in the Amalgamation Agreement, all of the rights, titles and interests of the undersigned in and to Shares represented by the enclosed certificate(s) or other evidence of ownership (the “ Deposited Shares ”). The undersigned transmits herewith the certificate(s) or other evidence of ownership described above for cancellation as of the time provided for in the Amalgamation Agreement. The undersigned acknowledges receipt of the Information Circular and represents and warrants that (i) the undersigned is, and will immediately prior to the Effective Time be, the registered holder of the Deposited Shares and owns all the rights and benefits arising from the Deposited Shares, (ii) the Deposited Shares are all of the Shares owned of record, directly or indirectly, by the undersigned, (iii) the undersigned has good and sufficient authority to deposit, sell and transfer the Deposited Shares, (iv) at the Effective Time, the Acquiror will acquire good title to the Deposited Shares free from all liens, charges, encumbrances, claims and security interest and in accordance with the Amalgamation Agreement, (v) the undersigned has full power and authority to execute and deliver this Letter of Transmittal and to deposit, sell, assign and transfer the Deposited Shares, (vi) the undersigned will execute and deliver any additional documents necessary or desirable to complete the deposit of such Deposited Shares, (vii) when the aggregate consideration to which the undersigned is entitled pursuant to the Amalgamation Agreement, less any applicable withholdings, is paid to the Depositary, none of Armada, the Acquiror or any affiliate or successor of such persons will be subject to any adverse claim in respect of such Deposited Shares, (viii) all information included by the undersigned in this Letter of Transmittal is true, accurate and complete, and (ix) the undersigned will not, prior to the Effective Time, transfer or permit to be transferred any Deposited Shares, and (x) either the undersigned is not a U.S. Shareholder, or the undersigned is a U.S. Shareholder and has completed and returned to the Depositary with this Letter of Transmittal the IRS Form W-9 (see Item 8 under “ Instructions ”). The covenants, representations and warranties of the undersigned contained herein survive the completion of the Amalgamation.
The undersigned irrevocably appoints Computershare Investor Services Inc. (“ Computershare ” or the “ Depositary ”) and any one officer or director of each of the Acquiror, and Armada, and any other person designated by the Acquiror in writing, as the true and lawful agent, attorney and attorney-in-fact of the
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undersigned with respect to the Deposited Shares in connection with the Amalgamation with full power of substitution (such power of attorney, being coupled with an interest, being irrevocable) to, in the name of and on behalf of the undersigned, (i) register or record the transfer of such Deposited Shares consisting of Shares on the registers of Armada and/or the amalgamated corporation, and (ii) execute and negotiate any cheques or other instruments representing amounts payable to, or to the order of, the undersigned.
The undersigned revokes any and all other authority, whether as agent, attorney-in-fact, attorney, proxy or otherwise, previously conferred or agreed to be conferred by the undersigned at any time with respect to the Deposited Shares other than as set out in this Letter of Transmittal (except with respect to any proxy granted for use at the Meeting or in any agreement entered into among the undersigned and the Acquiror). Other than in connection with the Meeting or in an agreement entered into between the undersigned and the Acquiror, no subsequent authority, whether as agent, attorney-in-fact, attorney, proxy or otherwise, will be granted with respect to the Deposited Shares by or on behalf of the undersigned, unless the Deposited Shares are not taken up and paid for in connection with the Amalgamation.
The undersigned covenants and agrees to execute all such documents, transfers and other assurances as may be necessary or desirable to convey the Deposited Shares effectively to the Acquiror and/or surrender the Deposited Shares for cancellation. The undersigned understands that by virtue of the execution of this Letter of Transmittal, the undersigned shall be deemed to have agreed to all questions as to validity, form, eligibility (including timely receipt). Acceptance of any Deposited Shares deposited pursuant to the Amalgamation Agreement will be determined by Armada and the Acquiror in their sole discretion and such determination shall be final and binding.
The authority conferred or agreed to be conferred upon the undersigned in this Letter of Transmittal may be exercised during any subsequent legal incapacity of the undersigned and all obligations of the undersigned in this Letter of Transmittal shall survive the death, incapacity, bankruptcy or insolvency of the undersigned and shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.
The undersigned instructs the Depositary, upon the Amalgamation becoming effective, to mail the cheques representing payment of the aggregate consideration payable for the Deposited Shares under the Amalgamation, less applicable withholdings, by first class mail, postage prepaid, or to hold such cheques for pick-up, in accordance with the instructions given below. Should the Amalgamation not proceed for any reason, the deposited certificates or other evidence of ownership and other relevant documents shall be returned in accordance with the instructions in the preceding sentence. Under no circumstances will interest accrue or be paid to the undersigned on the payment of the aggregate consideration in respect of the Deposited Shares in connection with the Amalgamation, regardless of any delay in making such payment for the Deposited Shares. The Depositary will act as the mandatary, nominee and agent of Shareholders who have deposited Shares pursuant to the Amalgamation Agreement for the purpose of receiving and transmitting the aggregate consideration to such Shareholders. Receipt of the aggregate consideration under the Amalgamation by the Depositary will be deemed to constitute receipt of payment by Shareholders depositing Shares and such receipt will discharge the Acquiror from its obligations to pay the consideration under the Amalgamation Agreement.
The undersigned acknowledges and agrees that the method of delivery of the certificate(s) or other evidence of ownership representing the Shares, is at the election and risk of the undersigned. The undersigned acknowledges that there shall be no duty or obligation on Armada, the Acquiror, the Depositary or any other Person to give notice of any defect or irregularity in any deposit and no liability shall be incurred by any of them for failure to give such notice. The Acquiror shall have the right, if it so elects, in its absolute discretion, to instruct the Depositary to waive any irregularity contained in any Letter of Transmittal received by the Depositary.
By reason of the use by the undersigned of an English language form of Letter of Transmittal, the undersigned shall be deemed to have required that any contract evidenced by the Amalgamation as accepted through this Letter of Transmittal, as well as all documents related thereto, be drawn exclusively in the English language. En raison de l’usage d’une lettre d’envoi en langue anglaise par le soussigné, le soussigné est présumé avoir requis que tout contrat attesté par l’arrangement et son acceptation par cette lettre d’envoi, de même que tous les documents qui s’y rapportent, soient rédigés exclusivement en langue anglaise.
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STEP 3: PROVIDE REGISTRATION AND DELIVERY INSTRUCTIONS
BOX A BOX B ENTITLEMENT DELI VERY ISSUE PAYMENT IN THE NAME OF :* All cash payments will be issued and mailed to your existing registration CHECK BOX IF SAME AS EXISTING REGISTRATION unless otherwise stated. If you would like your cash to be paid to a different (DEFAULT)** name or address, please complete BOX B and refer to INSTRUCTION 2 & 3. (NAME)
MAIL CHEQUE TO ADDRESS ON RECORD ( DEFAULT ) MAIL CHEQUE TO A DIFFERENT ADDRESS (MUST COMPLETE (STREET NUMBER & NAME) BOX B) (CITY AND PROVINCE/STATE) HOLD CHEQUE FOR PICKUP AT COMPUTERSHARE OFFICE Computershare Investor Services Inc. 100 University Avenue, 8[th] Floor (COUNTRY AND POSTAL/ZIP CODE) Toronto ON M5J 2Y1 DELIVER FUNDS VIA WIRE (COMPLETE BOX D) (TELEPHONE NUMBER (BUSINESS HOURS) (SOCIAL INSURANCE/SECURITY NUMBER) IF THIS NAME OR ADDRESS IS DIFFERENT FROM YOUR REGISTRATION, PLEASE PROVIDE SUPPORTING TRANSFER REQUIREMENTS (SEE INSTRUCTION SECTION 2 & 3)
BOX C RESIDENCY DECLARATION
ALL SHAREHOLDERS ARE REQUIRED TO COMPLETE A RESIDENCY DECLARATION. FAILURE TO COMPLETE A RESIDENCY DECLARATION MAY RESULT IN A DELAY IN YOUR PAYMENT.
The undersigned represents that:
- The beneficial owner of Armada Shares deposited herewith is a U.S. Shareholder.
The beneficial owner of Armada Shares deposited herewith is not a U.S. Shareholder.
A “ U.S. Shareholder ” is any Shareholder who is either (i) providing an address in Box “A” that is located within the United States or any territory or possession thereof, or (ii) a “U.S. Holder” as defined in Instruction 8 below. If you are a U.S Holder or acting on behalf of a U.S. Holder, then in order to avoid backup withholding of U.S federal income tax you must provide a complete IRS Form W-9 (enclosed) below or otherwise provide certification that the U.S. Holder is exempt from backup withholding, as provided in Instructions 8 below. If you are not a U.S. Shareholder as defined in (ii) above, but you provide an address that is located within the United States, you must complete an appropriate Form W-8.
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BOX D
WIRE PAYMENT *
*PLEASE NOTE THAT THERE IS A $100 BANKING FEE (PLUS TAX, IF APPLICABLE) 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
Please provide email address and phone number in the event that we need to contact you for corrective measures:
EMAIL ADDRESS:
PHONE NUMBER:
**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 *Province/State Postal Code/Zip Code Beneficiary Bank/Financial Institution Bank Address Province/State Postal Code/Zip Code Bank Account Number Transit Number SWIFT Code ABA (US) IBAN Number (Europe) Sort Code (GBP) BIC Routing Code Additional Notes and special routing instructions:
** Mandatory fields
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BOX E
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU INDICATED “AWAITING TIN” ON IRS FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that (i) a TIN has not been issued to me, (ii) either (a) I have mailed an application to receive a TIN 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, and (iii) I understand that if I do not provide a TIN within 60 days, I will be subject to backup withholding at a rate of 24% of all reportable payments made to me.
Signature:
Date:
NOTE: FAILURE TO COMPLETE AND RETURN THE FORM W-9 (OR APPLICABLE INTERNAL REVENUE SERVICE FORM W-8, AS REQUIRED) MAY RESULT IN BACKUP WITHHOLDING OF 24% OF ANY PAYMENTS
BOX F LOST CERTIFICATES
If your lost certificate(s) forms part of an estate or trust, or are valued at more than CAD $200,000.00, please contact the Depositary for additional instructions. Any person who, knowingly and with intent to defraud any insurance company or other person, files a statement of claim containing any materially false information or conceals for the purpose of misleading, information concerning any fact material thereto, commits a fraudulent insurance act, which is a crime.
PREMIUM CALCULATION
of Shares X CAD $0.002 = Premium Payable $______ NOTE : Payment NOT required if premium is less than CAD$5.00
I enclose my certified cheque, bank draft or money order payable to Computershare Investor Services Inc.
STATEMENT OF LOST CERTIFICATES
The undersigned (solitarily, jointly and severally, if more than one) represents and agrees to the following: (i) the undersigned is (and, if applicable, the registered owner of the original Share certificate(s), as applicable (the “ Original(s) ”), at the time of their death, was) the lawful and unconditional owner of the Original(s) and is entitled to the full and exclusive possession thereof; (ii) the missing certificate(s) representing the Original(s) have been lost, stolen or destroyed, and have not been endorsed, cashed, negotiated, transferred, assigned, pledged, hypothecated, encumbered in any way, or otherwise disposed of; (iii) a diligent search for the certificate(s) has been made and they have not been found; and (iv) the undersigned makes this Statement for the purpose of transferring or exchanging the Original(s) (including, if applicable, without probate or letters of administration or certification of estate trustee(s) or similar documentation having been granted by any court), and hereby agrees to surrender the certificate(s) representing the Original(s) for cancellation should the undersigned, at any time, find the certificate(s).
The undersigned hereby agrees, for myself and my heirs, assigns and personal representatives, in consideration of the transfer or exchange of the Original(s), to completely indemnify, protect and hold harmless Armada Data Corporation, 1498798 B.C. Ltd., Computershare Investor Services Inc., Aviva Insurance Company of Canada, each of their lawful successors and assigns, and any other party to the transaction (the “ Obligees ”), from and against all losses, costs and damages, including court costs and attorneys’ fees that they may be subject to or liable for in respect of the cancellation and/or replacement of the Original(s) and/or the certificate(s) representing the Original(s) and/or the transfer or exchange of the Originals represented thereby, upon the transfer, exchange or issue of the Originals and/or a cheque for any cash payment. The rights accruing to the Obligees under the preceding sentence shall not be limited by the negligence, inadvertence, accident, oversight or breach of any duty or obligations on the part of the Obligees or their respective officers, employees and agents or their failure to inquire into, contest, or litigate any claim, whenever such negligence, inadvertence, accident, oversight, breach or failure may occur or have occurred. I acknowledge that a fee of CAD $0.002 per lost Share, is payable by the undersigned. Surety protection for the Obligees is provided under Blanket Lost Original Instruments/Waiver of Probate or Administration Bond No. 35900-16 issued by Aviva Insurance Company of Canada.
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SHAREHOLDER SIGNATURE(S)
Signature guaranteed by (if required under Instruction 3)
Authorized Signature
Dated: , 202__
Signature of Shareholder or authorized representative (see Instructions 2 and 4)
Address
Name of Guarantor (please print or type)
Name of Shareholder (please print or type)
Address of Guarantor (please print or type)
Daytime Telephone No
Name of authorized representative, if applicable (please print or type)
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INSTRUCTIONS
1. Use of Letter of Transmittal
The method used to deliver this Letter of Transmittal and any accompanying certificates or other evidence of ownership representing Shares is at the option and risk of the holder, and delivery will be deemed effective only when such documents are actually received. The Acquiror and Armada recommend that the necessary documentation be hand delivered to the Depositary at its office(s) specified on the last page of this Letter of Transmittal, and a receipt obtained. The use of registered mail with return receipt requested, properly insured, is recommended. Shareholders whose Shares are registered in the name of a broker, investment dealer, bank, trust company or other nominee should not use this Letter of Transmittal and should contact that nominee for assistance in depositing those Shares.
2. Signatures
This Letter of Transmittal must be completed and signed by the holder of the Deposited Shares or by such holder’s duly authorized representative (in accordance with Instruction 4).
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(a) If this Letter of Transmittal is signed by the registered owner(s) of the accompanying certificate(s) or other evidence of ownership, such signature(s) on this Letter of Transmittal must correspond with the names(s) as registered or as written on the face of such certificate(s) without any change whatsoever, and the certificate(s) or other evidence of ownership need not be endorsed. If such deposited certificate(s) are owned of record by two or more joint owners, all such owners must sign the Letter of Transmittal.
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(b) If this Letter of Transmittal is signed by a person other than the registered owner(s) of the accompanying certificate(s) or other evidence of ownership:
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(i) such deposited certificate(s) must be endorsed or be accompanied by an appropriate security transfer power of attorney duly and properly completed by the registered owner(s); and
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(ii) the signature(s) on such endorsement or security transfer power of attorney must correspond exactly to the name(s) of the registered owner(s) as registered or as appearing on the certificate(s) and must be guaranteed as noted in Instruction 3 below.
3. Guarantee of Signatures
If this Letter of Transmittal is signed by a person other than the registered owner(s) of the Deposited Shares, or if the Amalgamation is not completed and the Deposited Shares are to be returned to a person other than such registered owner(s) or sent to an address other than the address of the registered owner(s) as shown on the registers of Armada, or if the payment is to be issued in the name of a person other than the registered owner of the Deposited Shares, such signature must be guaranteed by an Eligible Institution (as defined below), or in some other manner satisfactory to the Depositary (except that no guarantee is required if the signature is that of an Eligible Institution).
An “ Eligible Institution ” means a Canadian Schedule I chartered bank, a major trust company in Canada, a commercial bank or trust company in the United States, a member of the Shares Transfer Association Medallion Program (STAMP), a member of the Stock Exchange 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 and the United States, members of the Investment Industry Regulatory Organization of Canada, members of the Financial Industry Regulatory Authority or banks and trust companies in the United States.
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4. Fiduciaries, Representatives and Authorizations
Where this Letter of Transmittal is executed by a person on behalf of an executor, administrator, trustee, guardian, corporation, partnership or association or is executed by any other person acting in a representative capacity, this Letter of Transmittal must be accompanied by satisfactory evidence of the authority to act. The Acquiror, Armada or the Depositary, at its discretion, may require additional evidence of authority or additional documentation.
5. Miscellaneous
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(a) If the space on this Letter of Transmittal is insufficient to list all certificates or other evidence of ownership for Deposited Shares, additional certificate numbers and/or other documents evidencing ownership may be included on a separate signed list affixed to this Letter of Transmittal.
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(b) If Deposited Shares are registered in different forms (e.g. “John Doe” and “J. Doe”) a separate Letter of Transmittal should be signed for each different registration.
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(c) No alternative, conditional or contingent deposits will be accepted.
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(d) The Amalgamation Agreement will be construed in accordance with and governed by the laws of the Province of British Columbia and the laws of Canada applicable therein. Any agreement in connection with the Amalgamation will be construed in accordance with and governed by the laws of the Province of Ontario and the laws of Canada applicable therein.
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(e) Additional copies of the Information Circular and this Letter of Transmittal may be obtained from the Depositary at any of its respective offices at the addresses listed below.
6.
Lost Certificates
Option #1: If a share certificate has been lost, stolen or destroyed, this Letter of Transmittal should be completed as fully as possible and forwarded together with a letter describing the loss to the Depositary. The Depositary will respond with the replacement requirements.
Option #2: Alternatively, Shareholders who have lost, stolen, or destroyed their certificate(s) may participate in the Depositary’s blanket bond program with Aviva Insurance Company of Canada by completing Box F above, and submitting the applicable certified cheque or money order made payable to Computershare Investor Services Inc.
7. Return of Certificates
If the Amalgamation does not proceed for any reason, any certificate(s) or other evidence of ownership representing the Deposited Shares received by the Depositary will be returned to you forthwith at the address specified below the signature of the undersigned (or if no such address or delivery instructions are made, to the latest address recorded on Armada’s share register).
8. IRS Form W-9 — U.S. Shareholder
In order to avoid “backup withholding” of United States income tax on payments made on the Shares, a Shareholder that is a U.S. Holder (as defined below) must generally provide the person’s correct taxpayer identification number (“ TIN ”) on the IRS Form W-9 above and certify, under penalties of perjury, that such number is correct, that such Shareholder is not subject to backup withholding, and that such Shareholder is a U.S. person (including a U.S. resident alien). If the correct TIN is not provided or if any other information is not correctly provided, payments made with respect to the Shares may be subject to backup withholding of 24%. For the purposes of this Letter of Transmittal, a “U.S. Holder” means: a beneficial owner of Shares that, for United States federal income tax purposes, is (a) a citizen or resident of the United States, (b) a corporation, or other entity classified as a corporation for United States federal income tax purposes, that is created or organized
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in or under the laws of the United States or any state in the United States, including the District of Columbia, (c) an estate if the income of such estate is subject to United States federal income tax regardless of the source of such income, (d) a trust if (i) such trust has validly elected to be treated as a U.S. person for United States federal income tax purposes or (ii) a United States court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of such trust, or (e) a partnership, limited liability company or other entity classified as a partnership for United States tax purposes that is created or organized in or under the laws of the United States or any state in the United States, including the District of Columbia.
Backup withholding is not an additional United States income tax. Rather, the United States income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund may be obtained provided that the required information is timely furnished to the IRS.
Certain persons (including, among others, corporations, certain “not-for-profit” organizations, and certain nonU.S. persons) are not subject to backup withholding. A Shareholder that is a U.S. Holder should consult his or her tax advisor as to the Shareholder’s qualification for an exemption from backup withholding and the procedure for obtaining such exemption.
The TIN for an individual United States citizen or resident is the individual’s social security number.
Inserting the words “Awaiting TIN” on Part II of the IRS Form W-9 may be indicated if a Shareholder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If “Awaiting TIN” is indicated, the Shareholder that is a U.S. Holder must also complete the Certificate of Awaiting Taxpayer Identification Number found in Box E in order to avoid backup withholding. If a Shareholder that is a U.S. Holder completes the Certificate of Awaiting Taxpayer Identification Number but does not provide a TIN within 60 days, such Shareholder will be subject to backup withholding at a rate of 24% until a TIN is provided.
Failure to furnish TIN — If you fail to furnish your correct TIN, you are subject to a penalty for each such failure unless your failure is due to reasonable cause and not to willful neglect.
Non-U.S. Holders receiving payments in the U.S. should return a completed IRS Form W-8BEN, a copy of which is available from the Depositary upon request.
9. Privacy Notice
The Depositary is committed to protecting personal information. In the course of providing services, the Depositary receives non-public personal information about Shareholders from transactions the Depositary performs, forms a Shareholder may send to the Depositary or other communications the Depositary may have with a Shareholder and its representatives. This information could include a Shareholder’s name, address, social insurance number, shareholdings and other financial information. The Depositary uses this to administer a Shareholder’s account, to better serve client needs and for other lawful purposes relating to its services. The Depositary has prepared a Privacy Code to tell Shareholders more about its information practices and how their privacy is protected. It is available at the Depositary’s website, at www.computershare.com, or by writing to the Depositary at 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1. The Depositary will use any information a Shareholder provides with this Letter of Transmittal in order to process a Shareholder’s request and will consider a Shareholder’s submission of this Letter of Transmittal as its consent to the foregoing.
10. Payment Entitlement Pickup Locations
Entitlements may be picked up at Depositary’s applicable office locations with counter services. Pick-up instructions must be selected in Box A. Below are Depositary’s applicable office locations:
Toronto 100 University Avenue 8th Floor, North Tower Toronto ON M5J 2Y1
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The Depositary is:
COMPUTERSHARE INVESTOR SERVICES INC.
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By Hand or by Courier
8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1
By Mail
P.O. Box 7021 31 Adelaide St. E. Toronto, Ontario M5C 3H2
Toll Free: 1-800-564-6253 Email: [email protected]
Any questions and requests for assistance may be directed to Computershare Investor Services Inc. at the telephone number and location set out above.
Delivery of this Letter of Transmittal to an address other than as set forth above does not constitute a valid delivery.