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CWC Energy Services Corp. M&A Activity 2023

Oct 11, 2023

45009_rns_2023-10-11_77fc4909-d5c6-48f6-a9d7-5b5259e31227.pdf

M&A Activity

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THIS LETTER OF TRANSMITTAL AND ELECTION FORM IS FOR USE ONLY IN CONJUNCTION WITH THE PLAN OF ARRANGEMENT INVOLVING, AMONG OTHERS: (A) PRECISION DRILLING CORPORATION; (B) CWC ENERGY SERVICES CORP.; AND (C) HOLDERS OF COMMON SHARES OF CWC ENERGY SERVICES CORP.

This Letter of Transmittal and Election Form must be validly completed, duly executed and returned to the Depositary in a timely basis in accordance with the instructions contained herein. The instructions accompanying this Letter of Transmittal and Election Form should be read carefully before completing this Letter of Transmittal and Election Form. The Depositary (see back page of this document for address, telephone number, fax number and email address) or your broker or other financial advisor will assist you in completing this Letter of Transmittal and Election Form.

THE DEADLINE FOR SHAREHOLDERS OF CWC ENERGY SERVICES CORP. TO MAKE THE CONSIDERATION ELECTION REFERRED TO HEREIN IS AT 4:30 P.M. (CALGARY TIME) ON THE SECOND BUSINESS DAY IMMEDIATELY PRIOR TO THE DATE OF THE CWC MEETING OR, IF THE CWC MEETING IS ADJOURNED, THE ADJOURNED MEETING.

ACCORDINGLY THE ELECTION DEADLINE IS CURRENTLY ANTICIPATED TO BE AT 4:30 P.M. (CALGARY TIME) ON NOVEMBER 2, 2023.

LETTER OF TRANSMITTAL AND ELECTION FORM

with respect to the deposit of Common Shares

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of
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CWC ENERGY SERVICES CORP.

Please read the Instructions set out below carefully before completing this Letter of Transmittal and Election Form.

TO: PRECISION DRILLING CORPORATION AND TO: CWC ENERGY SERVICES CORP. AND TO: COMPUTERSHARE INVESTOR SERVICES INC. (THE "DEPOSITARY") at its offices set out herein.

This letter of transmittal and election form (the " Letter of Transmittal and Election Form ") is for use by registered holders of common shares (the " CWC Shares ") of CWC Energy Services Corp. (" CWC ") in connection with the proposed plan of arrangement (the " Arrangement " or the " Plan of Arrangement ") involving, among others, Precision Drilling Corporation (" Precision "), CWC and the holders of CWC Shares (the " CWC Shareholders "), all as more particularly described in the accompanying management information circular of CWC dated October 2, 2023 (the " Information Circular ") with respect to the meeting of CWC Shareholders (the " CWC Meeting ") to be held on November 6, 2023 to consider the Arrangement. A copy of the Arrangement Agreement and the Plan of Arrangement can be found in the Information Circular. Capitalized terms used but not defined in this Letter of Transmittal and Election Form have the respective meanings given to them in the Information Circular.

For registered holders of CWC Shares, the Depositary or your broker or other financial advisor can assist you in completing this Letter of Transmittal and Election Form (see back page of this document for address, telephone number, fax number and email address of the Depositary). In order for a CWC Shareholder to receive the consideration to which they are entitled, such CWC Shareholder is required to deposit with the Depositary a properly completed and duly executed Letter of Transmittal and Election

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Form, along with the certificates representing CWC Shares or written advices as part of the "book-based" direct registration system (" DRS Advices ") representing CWC Shares held by them and any other documents required by the Depositary.

Non-registered holders whose CWC Shares are registered in the name of a broker, dealer, bank, trust company or other nominee should immediately contact such registered holder for assistance.

Please complete each of the steps set out below in order after carefully reading the Instructions starting on page 22 of this Letter of Transmittal and Election Form.

CWC Shareholders will not receive the consideration to which they are entitled under the Arrangement until they submit, if applicable, their certificates representing their CWC Shares to the Depositary along with a validly and duly executed completed Letter of Transmittal and Election Form and other required documents. After doing so, CWC Shareholders will receive, subject to the proration provisions outlined in subsection 3.1 of the Plan of Arrangement, as more particularly described in the Information Circular:

  • a cheque representing the cash to which they are entitled (unless they have indicated in Box B that funds should be delivered by wire and Box G is completed); and

  • instead of share certificates, DRS Advices representing the Precision Shares to which they are entitled.

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STEP 1: DEPOSIT OF CWC SHARES

The undersigned hereby irrevocably delivers and deposits the enclosed certificate(s) for CWC Shares, the details of which are as follows:

DESCRIPTION OF CWC SHARES DEPOSITED

(if insufficient space, attach a list in the form below)

NumberofCWC SharesDeposited Certificate (if
available/applicable) or
DRSHolder IDNo(s).
Name in which Registered
(please print and fill in exactly as name(s) appear
onthe certificate(s),ifapplicable)
Total:

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

  • Some or all of my CWC Share certificates have been lost, stolen or destroyed. (Check box if applicable) . (Please review Box D and Instruction 8 for the procedure in respect of lost, stolen or destroyed certificates.)

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STEP 2: ELECTION OF CASH AND/OR PRECISION SHARES

Pursuant to the Arrangement, the undersigned hereby elects to receive one of the following forms of consideration for all of the deposited CWC Shares in connection with the Arrangement. CWC Shareholders may elect to receive cash (the " Cash Consideration ") (Choice A), OR Precision Shares (the " Share Consideration ") (Choice B), OR any combination of the Cash Consideration and the Share Consideration (Choice C) (each, a " Consideration Choice "). The Cash Consideration payable pursuant to the Arrangement will be paid in Canadian dollars.

CWC Shareholders may choose only ONE of the choices below (please mark):

  • Choice A - The CASH CONSIDERATION (being $0.196668 for each CWC Share, subject to the Cash Maximum)

  • Choice B - The SHARE CONSIDERATION (being 0.002124306 of a Precision Share for each CWC Share held, subject to the Share Maximum)

  • Choice C - COMBINATION of the CASH CONSIDERATION and the SHARE CONSIDERATION AS FOLLOWS:

___ CWC Shares deposited for Cash Consideration; and

___ CWC Shares deposited for Share Consideration.

The total number of CWC Shares deposited under Choice C - Combination of the Cash Consideration and the Share Consideration must equal the total number of CWC Shares deposited. Where the total number of CWC Shares filled in does not match the total number of CWC Shares being deposited, the election is not properly made and the CWC Shareholder will be deemed to make the Consideration Choice as set forth below.

Fractional Precision Shares will not be issued. In lieu of any fractional Precision Share, each holder of CWC Shares otherwise entitled to a fractional interest in a Precision Share will only be entitled to receive the lowest whole number of Precision Shares (with all fractions being rounded down). Any amounts of Cash Consideration will be rounded to the nearest whole cent.

Notwithstanding the elections made by CWC Shareholders herein, the consideration payable to CWC Shareholders by Precision for their CWC Shares is subject to: (a) in the case of Cash Consideration, a maximum cash amount equal to $13,725,943, subject to adjustment under the Arrangement (the " Cash Maximum "), and (b) in the case of Share Consideration, a maximum of 947,909 Precision Shares, subject to rounding and other adjustments under the Arrangement (the " Share Maximum "). Accordingly, notwithstanding the elections made by CWC Shareholders herein, each CWC Shareholder may receive a combination of the Cash Consideration and the Share Consideration, depending on the elections made by all CWC Shareholders . In such case, each CWC Shareholder will be deemed to have elected to receive such CWC Shareholder's applicable pro-rata entitlement to: (a) the Cash Maximum to the extent CWC Shareholders have not elected to receive the Cash Consideration; and (b) the Share Maximum to the extent CWC Shareholders have not elected to receive the Share Consideration, in each case as determined in accordance with the Arrangement. If Share Consideration is to be distributed to a CWC Shareholder, such CWC Shareholder's applicable Share Consideration will be issued and delivered to CWC Shareholders in the form of Precision Shares as directed in Box A of Step 4 of this Letter of Transmittal and Election Form.

Any CWC Shareholder who fails to duly complete the Letter of Transmittal and Election Form electing a Consideration Choice or who does not properly elect a Consideration Choice in the Letter of Transmittal and Election Form with respect to any CWC Shares deposited by such CWC Shareholder pursuant to the Arrangement, in either case by the Election Deadline, will be deemed to have elected to receive Combined Consideration in exchange for such holder's CWC Shares comprised of: (i) Cash Consideration with respect to 13.5 percent of such holder's CWC Shares, rounded down to the nearest whole CWC Share; and (ii) Share Consideration with respect to the remaining 86.5 percent of such holder's CWC Shares, rounded up to the nearest whole CWC Share.

For a general description of the Canadian federal income tax considerations of participating in the Arrangement, see the discussions under the heading "Certain Canadian Federal Income Tax Considerations" in the Information Circular. You should consult your investment and tax advisors prior to making an election as to the consideration you wish to receive under the Arrangement.

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STEP 3: REPRESENTATIONS, WARRANTIES, COVENANTS AND ACKNOWLEDGEMENTS

The undersigned CWC Shareholder:

  1. acknowledges receipt of the Information Circular;

  2. delivers the enclosed certificate(s) or DRS Advice representing CWC Shares (or has made provisions for delivery of such certificate(s) representing CWC Shares to the Depositary) and acknowledges that if the Arrangement is approved at the CWC Meeting, including any adjournment thereof, unless the Arrangement is not subsequently completed, the deposit of CWC Shares pursuant to this Letter of Transmittal and Election Form is irrevocable;

  3. as at the Effective Time, 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 CWC Shares being deposited and agrees that, except as provided herein, no subsequent authority, other than a proxy granted for use at the CWC Meeting, whether as agent, attorney-in-fact, attorney, proxy or otherwise, will be granted with respect to the CWC Shares being deposited, by or on behalf of the undersigned;

  4. represents and warrants that: (a) (i) if the undersigned is a body corporate: (A) it is duly incorporated, organized and subsisting under the laws of its jurisdiction of formation; (B) the completion of the transactions contemplated by herein have been duly authorized by all necessary corporate action on the part of the undersigned; and (C) it has the corporate power and authority to enter into and deliver the Letter of Transmittal and Election Form and perform its obligations under the Letter of Transmittal and Election Form, including the deposit of the CWC Shares; (ii) if the undersigned is an individual, he or she: (A) is mentally competent; (B) is 18 years of age or older; and (C) has the capacity to execute and deliver the Letter of Transmittal and Election Form and perform his or her obligations under the Letter of Transmittal and Election Form, including the deposit, of the CWC Shares; (b) the Letter of Transmittal and Election Form has been duly executed and delivered by it and the deposit of the CWC Shares constitutes valid and binding obligations of the undersigned enforceable against the undersigned in accordance with its terms, subject to bankruptcy, insolvency, preference, reorganization, moratorium and other similar laws affecting creditors' right generally and the discretion of courts with respect to equitable and discretionary remedies and defences; (c) the execution and delivery of, and the performance of its obligations under, the Letter of Transmittal and Election Form and the deposit of the CWC Shares, do not and will not as at the Election Deadline: (i) violate or conflict with any applicable law and, if the undersigned is a corporation, its constating documents; (ii) give rise to any rights of first refusal or other pre-emptive, preferential or similar rights to purchase any of the CWC Shares so deposited; or (iii) create or allow the creation of a pledge, lien, charge, mortgage, assignment by way of security, conditional sale, title retention arrangement or other security interest, an option to purchase, and any other adverse claim or encumbrance, whether similar or dissimilar to the foregoing upon any of the CWC Shares; (d) there are no approvals or authorizations required to be obtained by the undersigned in respect of the execution and delivery of the Letter of Transmittal and Election Form by it or the deposit of such CWC Shares; (e) it has good and marketable title to or has all necessary power and authority to sell, assign, transfer and convey good and marketable title to such CWC Shares free and clear of all pledges, liens, charges, mortgages, assignments by way of security, conditional sale, title retention arrangement or other security interest, an option to purchase, and any other adverse claim or encumbrance, whether similar or dissimilar to the foregoing, other than relating to the Arrangement; (f) other than Precision, no person has any rights, contingent or vested, including any right of first refusal, right of first offer or other similar preferential right, to acquire any of such CWC Shares and the undersigned will not transfer or permit to be transferred any o the deposited CWC Shares; (g) it has not incurred any obligation or liability, contingent or otherwise, for broker's or finder's fees in respect of the transactions contemplated by the Arrangement for which Precision or CWC shall have any obligation or liability; (h) it is not a party to, nor are such CWC Shares subject to, any shareholders' agreement (including any unanimous shareholders' agreement), pooling agreement, voting trust, escrow agreement or other similar agreement pertaining to the ownership, voting or disposition of such CWC Shares; (i) it has not received notice of any claim, demand, lawsuit, proceeding, hearing, arbitration or governmental investigation (" Claim "), and is not aware of any Claim or potential Claim, actual or threatened, by or against it which prevents, impairs or otherwise negatively affects the ability of the undersigned to, or which could reasonably be expected to prevent, impair or otherwise negatively affect the ability of the undersigned to, sell, transfer or assign any of such CWC Shares that would adversely affect the ability to accept the Arrangement or survive acceptance; and (j) the deposit of such CWC Shares complies with applicable securities laws;

  5. acknowledges that upon valid election to receive the Share Consideration (or ultimately receives Share Consideration) in exchange for some or all CWC Shares deposited (i) it shall be entitled to make an income tax election, pursuant to subsection 85(1) or 85(2) of the Income Tax Act (Canada) (the " Tax Act "), as applicable (and the analogous provisions of

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provincial or territorial income tax law) by providing two signed copies of the necessary election forms to Precision within 120 days following the Effective Date, duly completed with the details of the number of CWC Shares transferred to Precision and the applicable agreed amount or amounts for the purposes of such election; (ii) subject to the election forms complying with the provisions of the Tax Act (or applicable provincial or territorial income tax law), the forms will be signed by Precision and returned to such CWC Shareholder within 60 days after the receipt thereof by Precision for filing with the Canada Revenue Agency (or the applicable provincial or territorial taxing authority); (iii) Precision will not be responsible for the proper completion of any election form and, except for the obligation of Precision to so sign and return duly completed election forms which are received by Precision within 120 days of the Effective Date; (iv) Precision will not be responsible for any taxes, interest or penalties resulting from the failure by a CWC Shareholder to properly complete or file the election forms in the form and manner and within the time prescribed by the Tax Act (or any applicable provincial or territorial legislation); and (v) in its sole discretion, Precision may choose to sign and return an election form received by it more than 120 days following the Effective Date, but Precision will have no obligation to do so;

  1. upon the completion of the Arrangement, directs the Depositary to issue or cause to be issued the cheque(s) representing cash (or wire transfer if requested) and/or the DRS Advice(s) representing Precision Shares, in each case to which the undersigned is entitled for the CWC Shares under the Arrangement in the name indicated below and to send such cheque(s) (or wire transfer if requested), certificate(s) and/or DRS Advices by first class insured mail, postage prepaid, to the address, or hold the same for pick-up, as indicated below. The CWC Shareholder acknowledges that any certificate formerly representing CWC Shares that is not deposited, together with all other documents required by the Arrangement, and any payment made by way of cheque (or wire transfer ) by the Company or the Depositary pursuant to this Plan of Arrangement that has not been deposited or has been returned to the Company or the Depositary or that remains unclaimed, in each case, on or before the last Business Day prior to the third anniversary of the Effective Date shall cease to represent a claim by or interest of any former Shareholder s of any kind or nature against CWC or Precision. On such date, all consideration and other property to which such former holder was entitled shall be deemed to have been surrendered and forfeited to CWC and Precision, as applicable for no consideration;

  2. if the Arrangement is not completed, directs the Depositary to return the certificates or DRS Advices for CWC Shares to the address indicated below (and if no name, address or delivery instructions are indicated, to the undersigned at the address of the undersigned as shown on the register maintained by CWC’s transfer agent on its behalf);

  3. acknowledges that CWC and Precision may be required to disclose personal information in respect of the undersigned to: (i) stock exchanges or security regulatory authorities; (ii) the Depositary; (iii) any of the parties to the Arrangement; and (iv) legal counsel to any of the parties to the Arrangement;

  4. acknowledges that the covenants, representations and warranties of the undersigned contained herein shall survive the completion of the Arrangement;

  5. irrevocably constitutes and appoints any officer of Precision, and each of them, and any other person designated by Precision in writing, as the true and lawful agent, attorney and attorney-in-fact and proxy of the undersigned with respect to the CWC Shares deposited hereunder, effective on and after the Effective Date, with full power of substitution, in the name of and on behalf of the undersigned (such power of attorney being deemed to be an irrevocable power coupled with an interest): (a) to register or record, transfer and enter the transfer of such CWC Shares on the appropriate register of holders maintained by CWC’s transfer agent on its behalf; and (b) except as otherwise may be agreed, to exercise any and all rights of the holder of the CWC Shares including, without limitation, to vote, execute and deliver any and all instruments of proxy, authorizations or consents in respect of all or any of the CWC Shares, revoke any such instrument, authorization or consent given prior to, on, or after the Effective Date, designate in any such instruments of proxy any person or persons as the proxy or the proxy nominee or nominees of the undersigned in respect of such CWC Shares for all purposes including, without limitation, in connection with any meeting (whether annual, special or otherwise and any adjournments thereof) of holders of securities of CWC, and execute, endorse and negotiate for and in the name of and on behalf of the registered holder of the CWC Shares, any and all cheques (or wire transfers if requested) or other instruments respecting any distribution payable to or to the order of such holder;

  6. covenants to execute, upon request, any additional documents, transfers and other assurances as may be reasonably necessary or desirable to complete the transactions contemplated hereby;

  7. acknowledges that it has consulted or has had the opportunity to consult its own tax advisor with respect to the potential tax consequences to them of the Arrangement, including any elections to be made in respect thereof;

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  1. acknowledges that all authority conferred or agreed to be conferred by the undersigned herein may be exercised during any subsequent legal incapacity of the undersigned and shall survive the death or incapacity, bankruptcy or insolvency of the undersigned and all obligations of the undersigned herein shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned;

  2. by virtue of the execution of this Letter of Transmittal and Election Form, shall be deemed to have agreed that all questions as to validity, form, eligibility (including timely receipt) and acceptance of any CWC Shares deposited pursuant to the Arrangement will be determined by Precision in its sole discretion and such determination shall be final and binding and acknowledges that there shall be no duty or obligation on Precision, CWC, 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;

  3. hereby declares that the undersigned:

  4. (a) is not acting for the account or benefit of a person from any jurisdiction outside of Canada in which the making or acceptance of the Arrangement would not be in compliance with the laws of such jurisdiction; and

  5. (b) is not in, or delivering this Letter of Transmittal and Election Form from, any such jurisdiction;

  6. by virtue of the execution of this Letter of Transmittal and Election Form, shall be deemed to have agreed with Precision, CWC and the Depositary that any contract contemplated by this Letter of Transmittal and Election Form, as well as all documents relating thereto be drawn up exclusively in the English language. En signant la présente lettre de transmission et formulaire de choix, le soussigné est réputé avoir convenu avec Precision et le dépositaire que tous les contrats découlant de l'Offre et de la présente Lettre de transmission et formulaire de choix et tous les documents afférents soient rédigés exclusivement en anglais; and

  7. acknowledges that Precision, CWC and the Depositary shall be entitled to deduct and withhold from any consideration, dividend or distribution otherwise payable to any holder of CWC Shares, such amounts as any of Precision, CWC or the Depositary determines, acting reasonably, is required to be deducted or withheld with respect to such payment under the Tax Act or any provision of federal, provincial, territorial, state, local or foreign tax law and to the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the securities in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority and further acknowledges, authorizes and grants power of attorney to Precision, CWC and the Depositary to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to Precision, CWC and the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement.

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STEP 4: REGISTRATION AND DELIVERY INSTRUCTIONS

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BOX A BOX B
REGISTRATION INSTRUCTIONS DELIVERY INSTRUCTIONS:
ISSUE DRS ADVICES FOR PRECISION SHARES AND/OR SEND DRS STATEMENTS FOR PRECISION SHARES
CHEQUE(S) (UNLESS BOX G) IS COMPLETED IN THE AND/OR CHEQUE(S) (UNLESS BOX C IS CHECKED) TO:
NAME OF:
_______ (ATTENTION NAME)
(NAME)
(STREET NUMBER & NAME)
_______
(STREET NUMBER & NAME)
(CITY AND PROVINCE/STATE)
_______
(CITY AND PROVINCE/STATE)
(COUNTRY AND POSTAL/ZIP CODE)
_______
(COUNTRY AND POSTAL/ZIP CODE)
________
(TELEPHONE NUMBER – BUSINESS) * THE PAYMENT WILL REMAIN IN THE NAME OF THE
REGISTRATION
________
Alternatively, in respect of Cash Consideration (check box to
(Social Insurance and/or Tax Identification) receive a wire transfer):
 DELIVER FUNDS VIA WIRE
(COMPLETE BOX G)
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BOX C

 HOLD DRS ADVICES FOR PRECISION SHARES AND/ OR CHEQUE(S) FOR PICK-UP AT THE OFFICE OF THE DEPOSITARY

BOX D – 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 Computershare 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 CWC Energy Services Corp.) X CAD 0.06 = Premium Payable $ ___

NOTE : Payment is NOT required if the premium is less than $5.00. The option to replace your certificate/s by completing this Box D will expire on January 31, 2024. After this date, Shareholders must contact Computershare for alternative replacement options.

 I enclose my certified cheque, bank draft or money order payable to Computershare Investor Services Inc.

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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) (" 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 Precision Drilling Corporation, CWC Energy Services Corp., Computershare Investor Services Inc. and 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 $0.06 per lost CWC Energy Services Corp. 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.

BOX F – U.S. STATUS

Each CWC Shareholder must place an "X" in the box below if the statement is true:

 The CWC Shareholder is a U.S. Person, a person in the United States, or a person acting for the account or benefit of a U.S. Person or a person in the United States. For the definition of "U.S. Person", see Instruction 10. If you are a U.S. Person or are acting on behalf of a U.S. Person and receive Cash Consideration, then in order to avoid backup withholding you must complete the Form W-9 included with this Letter of Transmittal and Election Form or otherwise provide certification that you are exempt from backup withholding, as provided in the instructions. If you are not a U.S. Person, and you provide an address above in Box A that is located in the United States, you must complete an appropriate Form W-8. If you require a Form W-8, one can be can be obtained from www.irs.gov or by contacting the Depositary.

THE FORM W-9 AND INSTRUCTIONS ARE INCLUDED WITH THIS LETTER OF TRANSMITTAL AND ELECTION FORM.

CERTIFICATION OF AWAITING TAXPAYER IDENTIFICATION NUMBER

NOTE: FAILURE TO FURNISH YOUR CORRECT TAXPAYER IDENTIFICATION NUMBER MAY RESULT IN A PENALTY IMPOSED BY THE INTERNAL REVENUE SERVICE AND IN BACKUP WITHHOLDING OF 24% OF THE GROSS CASH AMOUNT OF CONSIDERATION PAID TO YOU PURSUANT TO THE ARRANGEMENT.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED FOR" IN PART I OF THE ATTACHED IRS FORM W-9.

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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 IRS 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 TIN by the time of payment, 24% of the gross cash proceeds of such payment made to me may be withheld.

Signature of U.S. Person: :

Date:

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BOX G

WIRE PAYMENT*

*PLEASE NOTE THAT THERE IS A $100 (PLUS APPLICABLE TAXES) 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

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**

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Beneficiary Address (Note: PO Boxes will not be accepted) City Province/State Postal Code/Zip Code

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  • **Beneficiary Bank/Financial Institution

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Bank Address City Province/State Postal Code/Zip Code
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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)

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(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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STEP 5: COMPLETE AND SIGN WHERE INDICATED

Signature guaranteed by (if required under Instruction 2):

Dated: ___, 20

Authorized Signature

Signature of CWC Shareholder or Authorized Representative (See Instructions 2 and 4)

Name of Guarantor (please print or type)

Name of CWC Shareholder or Authorized Representative (please print or type)

Address of Guarantor (please print or type)

Name of Authorized Representative, if applicable (please print or type)

Tax Identification, Social Insurance or Social Security Number of CWC Shareholder

Additional signatures for joint shareholders (if required):

Signature of CWC Shareholder or Authorized Representative

(See Instructions 2 and 4)

Name of CWC Shareholder or Authorized Representative (please print or type)

Name of Authorized Representative, if applicable (please print or type)

Tax Identification, Social Insurance or Social Security Number of CWC Shareholder

Daytime Telephone Number

13515894.4

14

==> picture [490 x 558] intentionally omitted <==

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

Request for Taxpayer Give Form to the
Form W-9 requester. Do not
send to the IRS.
Identification Number and Certification
1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank.
2 Business name/disregarded entity name, if different from above
3 Check appropriate box for federal tax classification: 4 Exemptions (codes apply only to
certain entities, not individuals;
see instructions on page 3):
 Individual/sole proprietor  C Corporation  S Corporation  Partnership  Trust/estate
or single-member LLC Exempt payee code (if
any)_
 Limited liability company. Enter the tax classification (C=C corporation, S=S corporation,
P=partnership) ▶ __ Exemption from FATCA
reporting code (if any)
Note. For a single-member LLC that is disregarded, do not check LLC; check the
__
appropriate box in the line above for the tax classification of the single-member owner.
 Other (see instructions) ▶_____________
5 Address (number, street, and apt. or suite no.) Requester’s name and address (optional)
6 City, state, and ZIP code
7 List account number(s) here (optional)
Part I Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to Social security number
avoid backup withholding. For individuals, this is your social security number (SSN). However,
for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For
other entities, it is your employer identification number (EIN). If you do not have a number, see
How to get a TIN on page 3. - -
Note. If the account is in more than one name, see the instructions for line 1 and the chart on page
4 for guidelines on whose number to enter.
or
on page 2.
Print or type Specific Instructions
See
----- End of picture text -----

13515894.4

15

Employer identification number

Part Certification II

Under penalties of perjury, I certify that:

  1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and

  2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and

  3. I am a U.S. citizen or other U.S. person (defined below); and

  4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.

Certification instructions . You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 3.

Sign Signature of Here U.S. personDate

General Instructions

Section references are to the Internal Revenue Code unless otherwise noted.

  • Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition)

  • Form 1099-C (canceled debt)

Future developments. Information about developments affecting Form W-9 (such as legislation enacted after we release it) is at www.irs.gov/fw9.

  • Form 1099-A (acquisition or abandonment of secured property)

Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN.

Purpose of Form

An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following:

  • Form 1099-INT (interest earned or paid)

  • Form 1099-DIV (dividends, including those from stocks or mutual funds)

  • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds)

  • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers)

  • Form 1099-S (proceeds from real estate transactions)

If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding? on page 2.

By signing the filled-out form, you:

  1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

  2. Certify that you are not subject to backup withholding, or

  3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income, and

  4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting? on page 2 for further information.

Note. If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9.

  • Form 1099-K (merchant card and third party network transactions)

Definition of a U.S. person . For federal tax purposes, you are considered interest, dividends, broker and barter exchange transactions, rents,

13515894.4

16

a U.S. person if you are:

• An individual who is a U.S. citizen or U.S. resident alien;

• A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States;

• An estate (other than a foreign estate); or

• A domestic trust (as defined in Regulations section 301.7701-7).

Special rules for partnerships . Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners’ share of effectively connected taxable income from such business. Further, in certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income.

In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States:

• In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity,

• In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the trust, and

• In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien . Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.

If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items:

  1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

  2. The treaty article addressing the income.

  3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.

  4. The type and amount of income that qualifies for the exemption from tax.

  5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.

Example . Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in

royalties, nonemployee pay, payments made in settlement of payment card and third party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

  1. You do not furnish your TIN to the requester,

  2. You do not certify your TIN when required (see the Part II instructions on page 3 for details),

  3. The IRS tells the requester that you furnished an incorrect TIN,

  4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or

  5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

Certain payees and payments are exempt from backup withholding. See Exempt payee code on page 3 and the separate Instructions for the Requester of Form W-9 for more information.

Also see Special rules for partnerships above.

What is FATCA reporting?

The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all United States account holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code on page 3 and the Instructions for the Requester of Form W-9 for more information.

Updating Your Information

You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account, for example, if the grantor of a grantor trust dies.

Penalties

Failure to furnish TIN . If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding . If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information . Willfully falsifying certifications or affirmations may subject you to criminal penalties

13515894.4

17

the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233.

Backup Withholding

What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 24% of

such payments. This is called “backup withholding.” Payments that

may be subject to backup withholding include interest, tax-exempt

including fines and/or imprisonment.

Misuse of TINs . If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions

Line 1

You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return.

If this Form W-9 is for a joint account, list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9.

a. Individual . Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name.

Note. ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1a. This should also be the same as the name you entered on the Form 1040/1040A/1040EZ you filed with your application.

b. Sole proprietor or single-member LLC. Enter your individual name as shown on your 1040/1040A/1040EZ on line 1. You may enter your business, trade, or “doing business as” (DBA) name on line 2.

c. Partnership, LLC that is not a single-member LLC, C Corporation, or S Corporation . Enter the entity's name as shown on the entity's tax return on line 1 and any business, trade, or DBA name on line 2.

d. Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on line 2.

e. Disregarded entity. For U.S. federal tax purposes, an entity that is disregarded as an entity separate from its owner is treated as a “disregarded entity.” See Regulations section 301.7701-2(c)(2)(iii). Enter the owner's name on line 1. The name of the entity entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner's name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity's name on line 2, “Business name/disregarded entity name.” If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN.

Line 2

If you have a business name, trade name, DBA name, or disregarded entity name, you may enter it on line 2.

above, 1 through 13.

IF the payment is for . . .
Interest and dividend payments
THEN the payment is exempt
for . . .
All exempt payees except for 7
Broker transactions Exempt payees 1 through 4 and 6
through 11 and all C corporations.
S corporations must not enter an
exempt payee code because they
are exempt only for sales of
noncovered securities acquired
Barter exchange transactions and
patronage dividends
Payments over $600 required to
prior to 2012.
Exempt payees 1 through 4
Generally,
exempt
payees
1
be reported and direct sales over
$5,0001
Payments made in settlement of
payment card or third party
through 52
Exempt payees 1 through 4
network transactions

13515894.4

18

Line 3

Check the appropriate box in line 3 for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box in line 3.

Limited Liability Company (LLC). If the name on line 1 is an LLC treated as a partnership for U.S. federal tax purposes, check the “Limited Liability Company” box and enter “P” in the space provided. If the LLC has filed Form 8832 or 2553 to be taxed as a corporation, check the “Limited Liability Company” box and in the space provided enter “C” for C corporation or “S” for S corporation. If it is a single-member LLC that is a disregarded entity, do not check the “Limited Liability Company” box; instead check the first box in line 3 “Individual/sole proprietor or single-member LLC.”

Line 4

Exemptions

If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space in line 4 any code(s) that may apply to you.

Exempt payee code . Generally, individuals (including sole proprietors) are not exempt from backup withholding.

• Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends.

• Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions.

• Corporations are not exempt from backup withholding with respect to attorneys' fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC.

The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space in line 4.

1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2)

1 See Form 1099-MISC, Miscellaneous Income, and its instructions.

2 However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup

withholding: medical and health care payments, attorneys' fees, gross

proceeds paid to an attorney reportable under section 6045(f), and

payments for services paid by a federal executive agency.

Exemption from FATCA reporting code . The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form W-9 with “Not Applicable” (or any similar indication) written or printed on the line for a FATCA exemption code.

A—An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37)

B—The United States or any of its agencies or instrumentalities

C—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities

D—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1(c)(1)(i)

E—A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.14721(c)(1)(i)

F—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state

2—The United States or any of its agencies or instrumentalities

G—A real estate investment trust

3—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities

4—A foreign government or any of its political subdivisions, agencies, or instrumentalities

H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940

I—A common trust fund as defined in section 584(a)

5—A corporation

J—A bank as defined in section 581

6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or possession

7—A futures commission merchant registered with the Commodity Futures Trading Commission

8—A real estate investment trust

9—An entity registered at all times during the tax year under the

K—A broker

L—A trust exempt from tax under section 664 or described in section 4947(a)(1)

M—A tax exempt trust under a section 403(b) plan or section 457(g) plan

Note. You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee

13515894.4

19

Investment Company Act of 1940

10—A common trust fund operated by a bank under section 584(a)

11—A financial institution

12—A middleman known in the investment community as a nominee or custodian

code should be completed.

Line 5

Enter your address (number, street, and apartment or suite number). This is where the requester of this Form W-9 will mail your information returns.

Line 6

13—A trust exempt from tax under section 664 or described in section 4947

Enter your city, state, and ZIP code.

The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed

Part I. Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.

If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN.

If you are a single-member LLC that is disregarded as an entity separate from its owner (see Limited Liability Company (LLC) on this page), enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN.

Note. See the chart on page 4 for further clarification of name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local SSA office or get this form online at www.ssa.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by visiting IRS.gov or by calling 1-800-TAX-FORM (1-800-829-3676).

If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester

What Name and Number To Give the Requester

1. For this type of account:
Individual
Give name and SSN of:
The individual
2. Two or more individuals (joint The actual owner of the account
account) or, if combined funds, the first
individual on the account1
3. Custodian account of a minor
(Uniform Gift to Minors Act)
The minor2
4. a. The usual revocable savings The grantor-trustee1
trust (grantor is also trustee)
b. So-called trust account that
is not a legal or valid trust The actual owner1
under state law
5.
Sole
proprietorship
or
disregarded entity owned by an
individual
6. Grantor trust filing under
Optional Form 1099 Filing
Method 1 (see Regulation
section 1.671-4(b)(2)(i)(A))
The owner3
The grantor*
For this type of account: Give name and EIN of:

13515894.4

20

before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note. Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon.

Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8.

Part II. Certification

To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if items 1, 4, or 5 below indicate otherwise.

For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exempt payee code earlier.

Signature requirements . Complete the certification as indicated in items 1 through 5 below.

1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983 . You must give your correct TIN, but you do not have to sign the certification.

2. Interest, dividend, broker, and barter exchange accounts opened

after 1983 and broker accounts considered inactive during 1983 . You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.

4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

20
7. Disregarded entity not owned The owner
by an individual
8. A valid trust, estate, or pension
trust Legal entity4
9. Corporation or LLC electing
corporate status on Form 8832
or Form 2553 The corporation
10. Association, club, religious,
charitable, educational, or
other tax-exempt organization
11. Partnership or multi-member
LLC The organization
12. A broker or registered
nominee
13. Account with the Department
of Agriculture in the name of
a public entity (such as a state
or local government, school
district,
or
prison)
that
receives agricultural program
payments
The partnership
14. Grantor trust filing under the
Form 1041 Filing Method or
the Optional Form 1099
Filing
Method
2
(see
Regulation
section
1.671-
4(b)(2)(i)(B))
The broker or nominee
The public entity
The trust

1 List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.

2 Circle the minor’s name and furnish the minor’s SSN.

3 You must show your individual name and you may also enter your business or “DBA” name on the “Business name/disregarded entity” name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.

4 List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships on page 1.

13515894.4

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*Note . Grantor also must provide a Form W-9 to trustee of trust.

Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Secure Your Tax Records from Identity Theft

Identity theft occurs when someone uses your personal information such as your name, social security number (SSN), or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.

To reduce your risk:

• Protect your SSN,

  • Ensure your employer is protecting your SSN, and

• Be careful when choosing a tax preparer.

If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone

number printed on the IRS notice or letter.

If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039.

For more information, see Publication 4535, Identity Theft Prevention and Victim Assistance.

Victims of identity theft who are experiencing economic harm or a system problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059.

Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.

The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.

If you receive an unsolicited email claiming to be from the IRS, forward this message to [email protected]. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at: [email protected] or contact them at www.ftc.gov/idtheft or 1-877-IDTHEFT (1-877-438-4338).

Visit IRS.gov to learn more about identity theft and how to reduce your risk.

Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.

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INSTRUCTIONS

1. Use of Letter of Transmittal and Election Form

  • (a) This Letter of Transmittal and Election Form, or a manually signed facsimile copy thereof, properly completed and duly executed as required by the instructions set forth below, together with (if applicable) certificates or DRS Advice representing the deposited CWC Shares, must be received by the Depositary at the office specified below before the Election Deadline.

  • (b) In order to make the elections referred to herein, this Letter of Transmittal and Election Form, or a manually signed facsimile copy thereof, properly completed and duly executed as required by the instructions set forth below, together with accompanying certificates representing the deposited CWC Shares, must be received by the Depositary at the office specified below before the Election Deadline.

  • (c) The method of delivery of this Letter of Transmittal and Election Form, certificates representing deposited CWC Shares and all other required documents is at the option and risk of the person depositing same, and delivery will be deemed effective only when such documents are actually received by the Depositary. Precision and CWC recommend that such documents be delivered by hand to the Depositary and a receipt or acknowledgement of receipt be obtained. If such documents are mailed, Precision and CWC recommend that registered mail with return receipt be used and that proper insurance be obtained. CWC Shareholders whose CWC Shares are registered in the name of a nominee should contact their stockbroker, investment dealer, bank, trust company or other nominee for assistance in depositing their CWC Shares.

  • (d) The election may have material income tax consequences and holders of CWC Shares are urged to consult their tax advisors as to their election.

2.

Signatures

This Letter of Transmittal and Election Form must be completed and signed by the holder of CWC Shares or by such holder's duly authorized representative (in accordance with Instruction 4).

  • (a) If this Letter of Transmittal and Election Form is signed by the registered owner(s) of the accompanying certificate(s), such signature(s) on this Letter of Transmittal and Election Form must correspond with the name(s) as registered or as written on the face of such certificate(s) without any change whatsoever, and the certificate(s) need not be endorsed. If such transmitted certificate(s) is held of record by two or more joint owners, all such owners must sign this Letter of Transmittal and Election Form.

  • (b) If this Letter of Transmittal and Election Form is signed by a person other than the registered owner(s) of the deposited CWC Shares or if cheque(s) (or wire transfer(s) if requested), certificate(s) and/or DRS Advices representing cash and/or Precision Shares, as the case may be are to be issued to a person other than the registered holder(s): (i) such deposited certificate(s) must be endorsed or 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 certificate(s) and must be guaranteed as noted in Instruction 3 below.

  • (c) If deposited CWC Shares are registered in different forms (e.g. "Joe Doe" and "J. Doe"), a separate Letter of Transmittal and Election Form should be signed for each different registration.

3. Guarantee of Signatures

If this Letter of Transmittal and Election Form is executed by a person other than the registered owner(s) of the deposited CWC Shares or if cheque(s) (or wire transfer(s) if requested), certificate(s) and/or DRS Advices representing cash and/or Precision Shares, as the case may be, are to be issued to a person other than such registered owner(s) (see Box A of Step 4) as shown on the register of CWC Shareholders maintained by CWC’s transfer agent on its behalf such signature must be guaranteed by an Eligible Institution, or in some other manner satisfactory to the Depositary (except that no guarantee is required if the signature is that of an Eligible Institution).

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An " Eligible Institution " means a Canadian Schedule 1 chartered bank, a major trust company in Canada, a commercial bank or trust company in the United States, a member of the Securities 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 Dealers Association of Canada, members of the National Association of Securities Dealers or banks and trust companies in the United States.

4. Fiduciaries, Representatives and Authorizations

Where this Letter of Transmittal and Election Form or any certificate or share transfer power of attorney is executed by a person on behalf of an executor, administrator, trustee, guardian, attorney-in-fact, agent, corporation, partnership or association, or is executed by any other person acting in a fiduciary or representative capacity, such person should so indicate when signing and this Letter of Transmittal and Election Form then in each case such signature must be guaranteed by an Eligible Institution, or in some other manner satisfactory to the Depositary (except that no guarantee is required if the signature is that of an Eligible Institution). Either Precision, CWC or the Depositary, at their discretion, may require additional evidence of authority or additional documentation.

5. No Interest Payable

Under no circumstances will interest on the consideration payable to CWC Shareholders by Precision or CWC for their CWC Shares under the Arrangement be payable by Precision, CWC or the Depositary by reason of any delay in paying such consideration or otherwise.

6. Miscellaneous

  • (a) If the space on this Letter of Transmittal and Election Form is insufficient to list all certificates for deposited CWC Shares, additional certificate numbers and number of deposited CWC Shares may be included in a separate signed list affixed to this Letter of Transmittal and Election Form.

  • (b) No alternative, conditional or contingent deposits will be accepted. All depositing CWC Shareholders by execution of this Letter of Transmittal and Election Form (or a facsimile thereof manually signed) waive any right to receive any notice of acceptance of deposited CWC Shares for payment.

  • (c) This Letter of Transmittal and Election Form will be construed in accordance with and governed by the laws of the Province of Alberta and the laws of Canada applicable therein and the holder of CWC Shares covered by this Letter of Transmittal and Election Form hereby unconditionally and irrevocably attorns to the exclusive jurisdiction of the Province of Alberta and the courts of appeal therefrom.

  • (d) Additional copies of the Information Circular and the Letter of Transmittal and Election Form may be obtained from the Depositary at their office at the address listed below.

7.

Commissions

No brokerage fees or commissions will be payable by the depositing CWC Shareholder in connection with depositing CWC Shares directly with the Depositary.

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8. 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 Computershare’s blanket bond program with Aviva Insurance Company of Canada by completing BOX D of Step 4 above, and submitting the applicable certified cheque or money order made payable to Computershare Investor Services Inc.

9. Cessation of Rights

Any certificate formerly representing CWC Shares that is not deposited, together with all other documents required by the Arrangement, and any payment made by way of cheque (or wire transfer) by the Company or the Depositary pursuant to this Plan of Arrangement that has not been deposited or has been returned to the Company or the Depositary or that remains unclaimed, in each case, on or before the last Business Day prior to the third anniversary of the Effective Date shall cease to represent a claim by or interest of any former Shareholder s of any kind or nature against CWC or Precision. On such date, all consideration and other property to which such former holder was entitled shall be deemed to have been surrendered and forfeited to CWC and Precision, as applicable for no consideration.

10. 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.

11. U.S. Persons and Form W-9

For purposes of this Letter of Transmittal and Election Form, a "U.S. Person" is a beneficial owner of CWC Shares that is: (a) an individual who is a citizen or resident of the U.S. for U.S. federal income tax purposes; (b) a corporation (or other entity classified as a corporation for U.S. federal income tax purposes) or a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) that is created or organized in or under the laws of the United States, any state thereof or the District of Columbia; (c) an estate if the income of such estate is subject to U.S. federal income tax regardless of the source of such income; or (d) a trust if (i) such trust has validly elected to be treated as a U.S. person for U.S. federal income tax purposes; or (ii) a U.S. 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.

United States federal income tax law generally requires that a U.S. Person who receives Cash Consideration in exchange for CWC Shares provide the Depositary with its correct Taxpayer Identification Number (" TIN "), which, in the case of a holder of CWC Shares who is an individual, is generally the individual's social security number. If the Depositary is not provided with the correct TIN or an adequate basis for an exemption, as the case may be, such holder may be subject to penalties imposed by the Internal Revenue Service (the " IRS ") and backup withholding in an amount equal to 24% of the Cash Consideration received hereunder. If backup withholding results in an overpayment of U.S. federal income taxes, a refund may be obtained by the holder from the IRS, provided that the required information is furnished to the IRS.

To prevent backup withholding, each U.S. Person must provide its correct TIN by properly completing the Form W-9 included with this document, which requires such holder to certify under penalty of perjury: (a) that the TIN provided is correct (or

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that such holder is awaiting a TIN); (b) that (i) the holder is exempt from backup withholding; (ii) the holder has not been notified by the IRS that such holder is subject to backup withholding as a result of a failure to report all interest or dividends; or (iii) the IRS has notified the holder that such holder is no longer subject to backup withholding; and (c) that the holder is a U.S. person (including a U.S. resident alien).

Certain U.S. Persons are exempt from backup withholding and reporting requirements. To prevent possible erroneous backup withholding, an exempt holder must enter its correct TIN in Part 1 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 of IRS Form W-9 on such form, and sign and date the form.

If a U.S. Person does not have a TIN, such holder should: (a) consult with its own U.S. tax adviser on applying for a TIN; (b) write "Applied For" in the space for the TIN in Part I of the Form W -9; and (c) sign and date the Form W-9 and the Certification of Awaiting Taxpayer Identification Number set out in this Letter of Transmittal and Election Form. In such case, the Depositary may withhold 24% of the gross cash proceeds of any payment made to such holder prior to the time a properly certified TIN is provided to the Depositary, and if the Depositary is not provided with a TIN within 60 days, such amounts will be paid over to the IRS.

If the Form W-9 is not applicable to a Registered Shareholder that checked second box of Box F "U.S. Status", such holder will instead need to submit to the Depositary an appropriate and properly completed IRS Form W-8 Certificate of Foreign Status, signed under penalty of perjury, or otherwise establish an exemption from backup withholding. An appropriate IRS Form W-8 (W8BEN, W-8BEN-E, W-8EXP or other form) may be obtained from www.irs.gov or by contacting the Depositary.

Precision, CWC and the Depositary reserve the right, in their discretion, to take whatever steps are necessary to comply with their obligations regarding backup withholding.

A HOLDER WHO FAILS TO PROPERLY COMPLETE THE FORM W-9 INCLUDED WITH THIS LETTER OF TRANSMITTAL AND ELECTION FORM OR, IF APPLICABLE, THE APPROPRIATE IRS FORM W-8, MAY BE SUBJECT TO BACKUP WITHHOLDING OF 24% OF THE GROSS CASH PROCEEDS OF ANY PAYMENTS MADE TO SUCH HOLDER PURSUANT TO THE ARRANGEMENT AND MAY BE SUBJECT TO PENALTIES. 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 FILING A CLAIM FOR REFUND WITH THE IRS. THE DEPOSITARY CANNOT REFUND AMOUNTS WITHHELD BY REASON OF BACKUP WITHHOLDING.

EACH HOLDER SHOULD CONSULT ITS OWN TAX ADVISOR TO DETERMINE WHETHER SUCH U.S. PERSON IS REQUIRED TO FURNISH A FORM W-9, IS EXEMPT FROM BACKUP WITHHOLDING AND INFORMATION REPORTING, OR IS REQUIRED TO FURNISH AN IRS FORM W-8.

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The Depositary is:

COMPUTERSHARE INVESTOR SERVICES INC.

By Hand or by Courier

100 University Avenue, 8th Floor, North Tower Toronto, Ontario M5J 2Y1

By Mail

P.O. Box 7021 31 Adelaide St E Toronto, ON M5C 3H2 Attention: Corporate Actions

For Enquiries Only

Toll Free: 1-800-564-6253

E-Mail: [email protected]

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