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California Gold Mining Inc. M&A Activity 2021

May 25, 2021

44771_rns_2021-05-25_06da8ce0-2d60-44e1-a32f-6a2930abba53.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 FOR DEPOSITING YOUR COMMON SHARES IN CONNECTION WITH THE PROPOSED PLAN OF ARRANGEMENT INVOLVING CALIFORNIA GOLD MINING INC. AND STRATABOUND MINERALS CORP.

THIS LETTER OF TRANSMITTAL IS FOR USE ONLY BY REGISTERED CALIFORNIA GOLD SHAREHOLDERS. CALIFORNIA GOLD SHAREHOLDERS WHOSE COMMON SHARES ARE REGISTERED IN THE NAME OF A BROKER, INVESTMENT DEALER, BANK, TRUST COMPANY, TRUSTEE OR OTHER NOMINEE SHOULD CONTACT THAT NOMINEE FOR ASSISTANCE IN DEPOSITING THOSE COMMON SHARES AND SHOULD FOLLOW THE INSTRUCTIONS OF SUCH NOMINEE IN ORDER TO DEPOSIT THEIR COMMON SHARES.

If you have any questions or require more information with regard to the procedures for completing this Letter of Transmittal, please contact the Depositary at 416-342-1091 or 1-866-600-5869 (Toll Free). You can email the Depositary at [email protected].

LETTER OF TRANSMITTAL

WITH RESPECT TO THE COMMON SHARES OF

CALIFORNIA GOLD MINING INC.

This Letter of Transmittal is for use by registered holders (“ California Gold Shareholders ”) of common shares (the (“ California Gold Shares ”) in the capital of California Gold Mining Inc. (“ California Gold ”) in connection with the proposed plan of arrangement pursuant to section 182 of the Business Corporations Act (Ontario) (the “ Arrangement ”) whereby, among other things, California Gold Shareholders will receive 1.00 common share (each, a “ Stratabound Share ”) in the capital of Stratabound Minerals Corp. (“ Stratabound ”) for each California Gold Share held, to be considered at the annual and special meeting of California Gold Shareholders to be held on June 15, 2021, or any adjournment(s) or postponement(s) thereof (the “ Meeting ”).

California Gold Shareholders are referred to the Notice of Annual and Special Meeting of Shareholders and management information circular (the “ Circular ”) of California Gold dated May 17, 2021 prepared in connection with the Meeting that accompanies this Letter of Transmittal. Capitalized terms used but not defined in this Letter of Transmittal that are defined in the Circular have the meaning set out in the Circular. You are encouraged to carefully review the Circular in its entirety.

TSX TRUST COMPANY (THE “DEPOSITARY”) (SEE BACK FOR ADDRESS AND TELEPHONE NUMBERS) OR YOUR BROKER OR OTHER FINANCIAL ADVISOR WILL BE ABLE TO ASSIST YOU IN COMPLETING THIS LETTER OF TRANSMITTAL

The Effective Date of the Arrangement is expected to be by the end of July 2021. COMPLETION OF THE ARRANGEMENT IS SUBJECT TO THE SATISFACTION OR WAIVER OF CERTAIN CONDITIONS. NO PAYMENT OF ANY CONSIDERATION WILL BE MADE PRIOR TO THE EFFECTIVE TIME.

On the Effective Date upon completion of the Arrangement, all right, title and interest of the California Gold Shareholders in the California Gold Shares will be transferred to Stratabound and the California Gold Shareholders (other than Dissenting California Gold Shareholders) will be entitled to receive, in exchange for each California Gold Share held, 1.00 fully paid and non-assessable Stratabound Share. See the Circular for details.

California Gold Shareholders are not entitled to receive fractional Stratabound Shares in connection with the Arrangement. The number of Stratabound Shares to be issued to California Gold Shareholders following the Arrangement shall be rounded down to the nearest whole Stratabound Share without any compensation therefor.

In order for California Gold Shareholders to receive Stratabound Shares for their California Gold Shares, California Gold Shareholders are required to deposit the share certificates or DRS advices held by them with the Depositary. This Letter of Transmittal, properly completed and duly executed, together with all other required documents, must accompany

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all share certificates or DRS advices for California Gold Shares deposited for Stratabound Shares (the “ Deposited Shares ”) pursuant to the Arrangement.

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH HEREIN WILL NOT CONSTITUTE A VALID DELIVERY.

If California Gold Shares are registered in different names, a separate Letter of Transmittal must be submitted for each different registered owner.

Whether or not the undersigned delivers the required documentation to the Depositary, as of the Effective Time, the undersigned will cease to be a holder of California Gold Shares and, subject to the ultimate expiry deadline identified below, will only be entitled to receive the Consideration to which the undersigned is entitled under the Arrangement.

Please note that the delivery of this Letter of Transmittal, together with your share certificate(s) or DRS advices representing the California Gold Shares, does not constitute a vote FOR the Arrangement. To exercise your right to vote at the Meeting you must attend the Meeting in person or complete and return the form of proxy that accompanied the Circular to California Gold’s transfer agent and registrar, TSX Trust Company (the “ Transfer Agent ”), all in accordance with the directions set forth in the Circular.

The Depositary can assist you in completing this Letter of Transmittal (see the back of this Letter of Transmittal for their address and telephone numbers).

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DIRECTION

TO: TSX TRUST COMPANY, at the office set out on the last page herein AND TO: CALIFORNIA GOLD MINING INC. AND TO: STRATABOUND MINERALS CORP.

In connection with the Arrangement being considered for approval at the Meeting, the undersigned hereby deposits with the Depositary the enclosed share certificate(s) or DRS advice(s) representing Deposited Shares, details of which are as follows:


as follows:
,
Share Certificate Number(s) or DRS
Advice Account Number(s), if
applicable
Name(s) in which Registered Number of California Gold Shares
Represented
TOTAL

(Please print or type. If space is insufficient, please attach a signed list to this Letter of Transmittal in the above form.)

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REPRESENTATIONS AND WARRANTIES

The undersigned hereby represents and warrants to California Gold, Stratabound and the Depositary that:

  • the undersigned is the registered and legal owner of the Deposited Shares, has full power and authority to deposit, sell, assign and transfer such Deposited Shares and has not sold, assigned or transferred or agreed to sell, assign or transfer any of such Deposited Shares, or any interest therein, to any other person and the Deposited Shares represent all of the California Gold Shares owned, directly or indirectly, by the undersigned;

  • the undersigned, or the person on whose behalf the Deposited Shares are being deposited, has good title to and is the beneficial owner of the Deposited Shares, free and clear of all liens, restrictions, charges, encumbrances, claims, equities and rights of others;

  • the undersigned has the full power and authority to execute and deliver this Letter of Transmittal and that when the Stratabound Shares are delivered pursuant to the Arrangement, none of California Gold, Stratabound or any affiliate thereof or successor thereto will be subject to any adverse claim in respect of such Deposited Shares;

  • all information inserted into this Letter of Transmittal by the undersigned is complete, true and accurate as of the date hereof;

  • the delivery of California Gold Shares by the undersigned under this Letter of Transmittal does not violate any laws applicable to the undersigned and will discharge any and all obligations of California Gold, Stratabound and the Depositary with respect to the matters contemplated by this Letter of Transmittal and the Arrangement; and

  • unless the undersigned shall have revoked this Letter of Transmittal by notice in writing given to the Depositary prior to the Effective Date, the undersigned will not, prior to such time, transfer or permit to be transferred any of its California Gold Shares.

The undersigned further acknowledges receipt of the Circular. These representations and warranties shall survive completion of the Arrangement and the delivery to the Depositary of the Deposited Shares.

The above-listed share certificate(s) or DRS advice(s) representing California Gold Shares are hereby surrendered in exchange for share certificates representing Stratabound Shares on the basis of 1.00 Stratabound Share for every one existing California Gold Share (no fractional Stratabound Shares shall be issued). See the Circular for details.

The undersigned hereby agrees to transfer, effective at the Effective Time and pursuant to the Arrangement, all right, title and interest in the Deposited Shares and irrevocably appoints and constitutes the Depositary, each director and officer of California Gold, and any other person designated by California Gold in writing, as the lawful attorney of the undersigned, with full power of substitution to deliver the Deposited Shares pursuant to the Arrangement and to effect the transfer of the Deposited Shares on the books of California Gold to the extent and in the manner provided under the Arrangement.

CALIFORNIA GOLD SHAREHOLDERS WHO DO NOT DELIVER THE SHARE CERTIFICATE(S) REPRESENTING THEIR CALIFORNIA GOLD SHARES AND ALL OTHER REQUIRED DOCUMENTS TO THE DEPOSITARY ON OR BEFORE THE SIXTH ANNIVERSARY OF THE EFFECTIVE DATE WILL LOSE THEIR RIGHT TO RECEIVE ANY CONSIDERATION FOR THEIR CALIFORNIA GOLD SHARES AND ANY CLAIM OR INTEREST OF ANY KIND OR NATURE AGAINST CALIFORNIA GOLD, STRATABOUND OR THE DEPOSITARY.

The undersigned hereby covenants to execute, upon request, any additional documents, transfers and other assurances as may be necessary or desirable to complete the deposit of the Deposited Shares.

Except for any proxy deposited with respect to the vote on the matters to be considered at the Meeting, the undersigned revokes any and all other authority, other than as granted in this Letter of Transmittal, 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 in connection with the Meeting, no subsequent authority, whether as agent, attorney-infact, attorney, proxy or otherwise, will be granted with respect to the Deposited Shares.

The undersigned acknowledges that if the Arrangement is approved at the Meeting, including any adjournment or postponement thereof, the delivery of Deposited Shares pursuant to this Letter of Transmittal is irrevocable. If the Arrangement is not completed or proceeded with, the enclosed share certificate(s) or DRS advice(s) in respect of the Deposited Shares and all other ancillary documents will be returned forthwith to the undersigned at the address set out below

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or, if no instructions are given, to the address if any, of the undersigned as appears on the share register maintained by the Transfer Agent.

The undersigned agrees that all questions as to validity, form, eligibility (including timely receipts) and acceptance of any California Gold Shares surrendered in connection with the Arrangement shall be determined by California Gold and Stratabound in their absolute discretion and that such determination shall be final and binding and acknowledges that there is no duty or obligation upon California Gold, Stratabound, the Depositary or any other person to give notice of any defect or irregularity in any such surrender of California Gold Shares and no liability will be incurred by any of them for failure to give any such notice.

The undersigned hereby acknowledges that the delivery of the Deposited Shares shall be effected and the risk of loss to such Deposited Shares shall pass only upon proper receipt thereof by the Depositary.

Each authority conferred or agreed to be conferred by the undersigned in this Letter of Transmittal shall survive the death, incapacity, bankruptcy or insolvency of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

The undersigned instructs the Depositary to cause the delivery of the share certificates or DRS advices representing the Stratabound Shares that the undersigned is entitled to pursuant to the Arrangement in exchange for the Deposited Shares, promptly after the Effective Time, in accordance with applicable insurance requirements, to the undersigned.

It is understood that the undersigned will not receive the Consideration under the Arrangement in respect of the Deposited Shares until the share certificate(s) or DRS advice(s) representing the Deposited Shares owned by the undersigned are received by the Depositary at the address set forth on the back of this Letter of Transmittal, together with a duly completed Letter of Transmittal and such additional documents as the Depositary may require, and until the same are processed by the Depositary.

The undersigned acknowledges that California Gold, Stratabound and the Depositary shall be entitled to deduct and withhold from any consideration otherwise payable to any former California Gold Shareholder under the Arrangement and from all dividends, interest or other amounts payable to any former California Gold Shareholder such amounts as California Gold, Stratabound or the Depositary or any person on their behalf may be required or permitted to deduct and withhold therefrom under the Income Tax Act (Canada), Internal Revenue Code of 1986 or any provision of any applicable federal, provincial, state, local or foreign tax law or treaty, in each case, as amended. To the extent that such amounts are so deducted and withheld, such amounts shall be treated for all purposes hereof as having been paid to the former California Gold Shareholder to whom such amounts would otherwise have been paid. To the extent necessary, such deductions and withholdings may be effected by selling any Stratabound Shares to which any such person may otherwise be entitled under the Plan of Arrangement, and any amount remaining following the sale, deduction and remittance shall be paid to the former California Gold Shareholder as soon as reasonably practicable. The undersigned acknowledges that it has consulted or has had the opportunity to consult its own tax advisor with respect to the potential income tax consequences to it of the Arrangement, including any elections to be made in respect thereof.

The undersigned represents and warrants that the undersigned has such knowledge and experience in financial and business matters that the undersigned is capable of evaluating the merits and risks of an investment in the Stratabound Shares.

If the undersigned is in the United States, it understands and acknowledges that the Stratabound Shares to be received by it pursuant to the Arrangement have not been registered under the United States Securities Act of 1933, as amended (the “ Securities Act ”), and are being issued in reliance upon the exemption from registration requirements of the U.S. Securities Act set forth in section 3(a)(10) thereof and exemptions from registration or qualification under any applicable securities laws of any state of the United States. The Stratabound Shares to be received by California Gold Shareholders upon completion of the Arrangement may be resold without restriction under the U.S. Securities Act, except in respect of resales by persons who are “affiliates” (within the meaning of Rule 144 under the U.S. Securities Act) of Stratabound at the time of such resale or who have been affiliates of Stratabound within 90 days before such proposed resale. Persons who may be deemed to be affiliates of an issuer generally include individuals or entities that control, are controlled by, or are under common control with, the issuer, whether through the ownership of voting securities, by contract or otherwise, and generally include executive officers and directors of the issuer as well as principal shareholders of the issuer. Any resale of such Stratabound Shares by such an affiliate (or former affiliate) may be subject to the registration requirements of the U.S. Securities Act, absent an exemption therefrom as more fully described in the Circular.

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By reason of the use by the undersigned of an English language Letter of Transmittal, the undersigned shall be deemed to have required that any contract in connection with the delivery of the Stratabound Shares pursuant to the Arrangement through this Letter of Transmittal, as well as all documents related thereto, be drawn exclusively in the English language. En raison de l’utilisation d’une lettre d’envoi en langue anglaise par le soussigné, le soussigné et les destinataires sont présumés avoir requis que tout contrat attesté par ceci et son acceptation au moyen de la présente letter d’envoi, de même que tous les documents qui s’y rapportent, soient rédigés exclusivement en langue anglaise.

This Letter of Transmittal will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

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==> picture [468 x 613] intentionally omitted <==

----- Start of picture text -----

BOX A BOX B
PAYMENT AND DELIVERY SPECIAL DELIVERY
INSTRUCTIONS INSTRUCTIONS
ISSUE the Stratabound Shares in the name of: To be completed ONLY if the Stratabound Shares to which the
undersigned is entitled under the Arrangement are to be sent to
(please print or type) someone other than the person shown in Box A or to an address other
than the address shown on Box A (please print or type)
□ Same address as Box A; or
(Name) (Name – please print)
(Account Reference, if applicable) (Account Reference, if applicable)
(Street Address and Number) (Street Address and Number)
(City and Province or State) (City and Province or State)
(Country and Postal (Zip) Code) (Country and Postal (Zip) Code)
(Telephone – Business Hours) (Telephone – Business Hours)
□ (Deliver DRS Transaction Statement by email to the above □ (Deliver DRS Transaction Statement by email to the above
address) [1] address) [1]
(Social Insurance or Taxpayer Identification Number)
BOX C – SIGNATURE GUARANTEE BOX D - SIGNATURE
Signature guaranteed by
(if required under Instruction 3)
Dated:
(Authorized Signature) (Name of California Gold Shareholder)
(Name of Guarantor (please print or type) ) (Street Address and Number)
(Signature of California Gold Shareholder)
(Address (please print or type) ) (Name of authorized representative, if applicable)
(Area Code and Telephone Number) (Signature of any joint holder, if applicable)
----- End of picture text -----

1 By providing their email address, the undersigned consents to electronic delivery by the Transfer Agent.

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INSTRUCTIONS

1. Use of Letter of Transmittal

  • (a) California Gold Shareholders should read the accompanying Circular prior to completing this Letter of Transmittal.

  • (b) This Letter of Transmittal duly completed and signed (or an originally signed facsimile copy or portable document form thereof) together with accompanying share certificates or DRS advices representing the California Gold Shares and all other required documents must be sent or delivered to the Depositary at the address set out on the back of this Letter of Transmittal. In order to receive the Consideration under the Arrangement for the Deposited Shares, it is recommended that the foregoing documents be received by the Depositary at the address set out on the back of this Letter of Transmittal as soon as possible. California Gold Shareholders who do not deliver all required documents, including the share certificate(s) or DRS advices representing their California Gold Shares to the Depositary on or prior to the sixth anniversary of the Effective Date will lose their right to receive the Consideration in exchange for their California Gold Shares.

  • (c) The method used to deliver this Letter of Transmittal and any accompanying share certificates or DRS advices representing California Gold Shares and all other required documents is at the option and risk of the California Gold Shareholde r, and delivery will be deemed effective only when such documents are actually received by the Depositary. California Gold recommends that the necessary documentation be delivered to the Depositary by registered mail with return receipt requested, properly insured, at the address set out on the back of this Letter of Transmittal. California Gold Shareholders whose California Gold Shares are registered in the name of a broker, investment dealer, bank, trust company or other nominee should contact that nominee for assistance in depositing those California Gold Shares. Delivery to an address other than to the specified address does not constitute delivery for this purpose.

  • (d) California Gold and Stratabound reserve the right if they so elect in their absolute discretion to instruct the Depositary to waive any defect or irregularity contained in any Letter of Transmittal and/or accompanying documents received by it.

2. Signatures

  • (a) This Letter of Transmittal must be completed and signed by the holder of California Gold Shares or by such holder’s duly authorized representative (in accordance with Instruction 4 below).

  • (b) If this Letter of Transmittal is signed by the registered owner(s) of the accompanying share certificate(s) or DRS advices, such signature(s) on this Letter of Transmittal must correspond with the name(s) as registered or as written on the face of such share certificate(s) or DRS advices without any change whatsoever, and the share certificate(s) representing the Deposited Shares need not be endorsed. If such deposited share certificate(s) or DRS advices are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal (Box D).

  • (c) If this Letter of Transmittal is signed by a person other than the registered owner(s) of the accompanying share certificate(s) or DRS advices or if share certificate(s) or DRS advices representing Stratabound Shares are to be issued to a person other than the registered owner(s):

  • (i) such deposited share certificate(s) must be endorsed or such share certificate(s) or DRS advices must be accompanied by an appropriate share transfer power of attorney duly and properly completed by the registered owner(s); and

  • (ii) the signature(s) on such endorsement or share transfer power of attorney must correspond exactly to the name(s) of the registered owner(s) as registered or as appearing on the share certificate(s) or DRS advices and must be guaranteed as noted in Instruction 3 below.

  • (d) If any of the Deposited Shares or DRS advices are registered in different names on several share certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of such Deposited Shares.

3. Guarantee of Signatures

If this Letter of Transmittal is signed by a person other than the registered owner(s) of the California Gold Shares, or if the Arrangement is not completed and the accompanying share certificate(s) is to be returned to a person other

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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 the Transfer Agent, or if the Stratabound Shares are to be issued in a name other than the registered owner(s), 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 member of the Securities Transfer Agents 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, members of the Financial Industry Regulatory Authority or banks or trust companies in the United States.

4.

Fiduciaries, Representatives and Authorizations

Where this Letter of Transmittal or share transfer power(s) of attorney is executed by a person acting as an executor, administrator, trustee or guardian, or on behalf of a corporation, partnership or association or is executed by any other person acting in a representative capacity, such person should so indicate when signing and this Letter of Transmittal must be accompanied by satisfactory evidence of the authority to act. California Gold, Stratabound or the Depositary, at their discretion, may require additional evidence of authority or additional documentation.

5.

Delivery Instructions

All share certificate(s) or DRS advices representing Stratabound Shares to be issued in exchange for the Deposited Shares will be issued in the name of the person indicated in Box A and delivered to the address indicated in Box A (unless another name and/or address has been provided in Box B).. If neither Box A nor Box B is completed, any new share certificate(s) or DRS advices representing Stratabound Shares issued in exchange for the Deposited Shares will be issued in the name of the registered holder of the Deposited Shares and, will be mailed to the address of the registered holder of the Deposited Shares shown on the registers of the Transfer Agent. Any share certificate(s) representing Stratabound Shares mailed in accordance with this Letter of Transmittal will be deemed to be delivered at the time of mailing.

6.

Lost Share Certificates

If a share certificate representing California Gold Shares 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 and providing your telephone number, to the Depositary at its office specified in this Letter of Transmittal. The Depositary and/or the Transfer Agent will respond with replacement instructions (which may include bonding requirement) for payment of the Consideration in accordance with the Arrangement. If a share certificate representing California Gold Shares has been lost, stolen, mutilated or destroyed, the foregoing action must be taken sufficiently in advance of the sixth anniversary of the Effective Date in order to obtain a replacement share certificate in sufficient time to permit the California Gold Shares represented by the replacement share certificate to be deposited at or prior to the sixth anniversary of the Effective Date.

7. Return of Share Certificates

If the Arrangement does not proceed for any reason, any share certificate(s) representing California Gold Shares received by the Depositary will be returned to you forthwith in accordance with the delivery instructions given pursuant to Box A or Box B, as applicable, or failing such address being specified, to the undersigned at the last address of the undersigned as it appears on the registers of the Transfer Agent.

8. Miscellaneous

  • (a) If the space on this Letter of Transmittal is insufficient to list all share certificates representing California Gold Shares, additional share certificate numbers and the number of California Gold Shares represented thereby may be included on a separate signed list affixed to this Letter of Transmittal.

  • (b) If California Gold 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.

  • (c) No alternative, conditional or contingent deposits of California Gold Shares will be accepted and no fractional Stratabound Shares will be issued in connection with the Arrangement. Additional copies of the Circular and this Letter of Transmittal may be obtained, without charge, upon request from the Depositary at the address set out on the back of this Letter of Transmittal.

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  • (d) This Letter of Transmittal will be construed in accordance with and be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

  • (e) The holder of the Deposited Shares that are the subject of this Letter of Transmittal hereby unconditionally and irrevocably attorns to the jurisdiction of the courts of the Province of Ontario and the courts of appeal therefrom.

  • (f) Under no circumstances will interest accrue or be paid on the Consideration payable in respect of the Arrangement.

  • (g) Before completing this Letter of Transmittal, you are urged to read the accompanying Circular and discuss any questions with financial, legal and/or tax advisors.

9. Privacy Notice

The Depositary, is committed to protecting your personal information. In the course of providing services to you and its corporate clients, the Depositary receives non-public personal information about you from transactions they perform for you, forms you send to them, other communications the Depositary has with you or your representatives, etc. This information could include your name, address, social insurance number, securities holdings and other financial information. The Depositary uses this to administer your account, to better serve your and the Depositary’s clients’ needs and for other lawful purposes relating to the Depositary’s services. The Depositary has prepared a privacy code relating to information practices and privacy protection. It is available by writing to the Depositary at Suite 301- 100 Adelaide Street W, Toronto, Ontario M5H 4H1, Attention: Chief Compliance Officer. The Depositary will use the information you are providing on this form in order to process your request and will treat your signature(s) on this form as your consent to the Depositary so doing.

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The Depositary for the Arrangement is:

TSX TRUST COMPANY

By Registered Mail, Mail, or Courier

TSX Trust Company Suite 301- 100 Adelaide Street W Toronto, Ontario M5H 4H1 Attention: Corporate Actions

Inquiries

North American Toll Free: 1-866-600-5869 Telephone: 416-342-1091 Facsimile: 416-361-0470 E-mail: [email protected]

Any questions and requests for assistance may be directed by California Gold Shareholders to the Depositary at the telephone number and location set out above.