G Mining TZ Corp. — Merger & Acquisition 2024

Jun 13, 2024

THE CIRCULAR (AS DEFINED BELOW) AND THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL (THE “LETTER OF TRANSMITTAL”) SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED . IF YOU HAVE ANY QUESTIONS OR REQUIRE MORE INFORMATION WITH REGARD TO THE PROCEDURES FOR COMPLETING, EXECUTING AND RETURNING THIS LETTER OF TRANSMITTAL, PLEASE CONTACT COMPUTERSHARE INVESTOR SERVICES INC. (THE “DEPOSITARY”) TOLL FREE BY TELEPHONE AT 1-800-564-6253 (WIHTIN NORTH AMERICA) OR 1-514-982-7555 (OUTSIDE NORTH AMERICA) OR BY EMAIL AT CORPORATEACTIONS@COMPUTERSHARE.COM.

THIS LETTER OF TRANSMITTAL IS FOR USE ONLY BY REGISTERED SHAREHOLDERS IN CONNECTION WITH THE PLAN OF ARRANGEMENT INVOLVING G MINING VENTURES CORP. (“GMIN”), REUNION GOLD CORPORATION (“REUNION GOLD”) AND GREENHEART GOLD INC. (FORMERLY 15963982 CANADA INC.) (“SPINCO”) UNDER THE CANADA BUSINESS CORPORATIONS ACT (THE “CBCA”).

THIS LETTER OF TRANSMITTAL MUST BE VALIDLY COMPLETED, DULY EXECUTED AND RETURNED TO THE DEPOSITARY. IT IS IMPORTANT THAT YOU VALIDLY COMPLETE, DULY EXECUTE AND RETURN THIS LETTER OF TRANSMITTAL ON A TIMELY BASIS IN ACCORDANCE WITH THE INSTRUCTIONS CONTAINED HEREIN.

LETTER OF TRANSMITTAL FOR COMMON SHARES OF G MINING VENTURES CORP.

This Letter of Transmittal is for use by registered holders (“ Registered Shareholders ”) of common shares in the capital of GMIN (“ GMIN Shares ”), in connection with the proposed arrangement under the CBCA (the “ Arrangement ”) involving GMIN, Reunion Gold, and Spinco pursuant to the terms of the arrangement agreement among GMIN, Reunion Gold and Spinco dated April 22, 2024, as amended effective June 7, 2024 (the “ Arrangement Agreement ”), that is being submitted for approval at the annual general and special meeting of the holders of GMIN Shares (“ GMIN Shareholders ”) to be held on July 9, 2024, as it may be adjourned or postponed (the “ GMIN Meeting ”). Assuming the Arrangement becomes effective, a newly incorporated entity formed to manage and hold the combined businesses of GMIN and Reunion Gold (“ New GMIN ”) will, inter alia , acquire all of the issued and outstanding GMIN Shares and all of the issued and outstanding common shares in the capital of Reunion Gold. Each GMIN Shareholder, other than Dissenting Shareholders, will be entitled to receive 0.25 of a common share in the capital of New GMIN (each whole share, a “ New GMIN Share ”) for each GMIN Share held pursuant to the terms of the Arrangement Agreement and the Plan of Arrangement attached thereto, as further described in the joint information circular of GMIN and Reunion Gold dated June 7, 2024 (the “ Circular ”).

Capitalized terms used but not defined in this Letter of Transmittal have the meanings set out in the Circular. Copies of the Circular and the Arrangement Agreement are available under GMIN’s profile on SEDAR+ at www.sedarplus.ca.

All Registered Shareholders must complete this Letter of Transmittal. Each U.S. Person (as defined below) should complete and submit IRS Form W-9. See Instruction 6. Each Registered Shareholder who provides an address on the signature page of this Letter of Transmittal or Box B below that is located within the United States or any territory or possession thereof and is not a U.S. Person should complete and submit the appropriate IRS Form W-8. See Instruction 6. If you require a Form W-8, please contact the Depositary.

Completion of the Arrangement is subject to the satisfaction or waiver of certain conditions. No New GMIN Shares will be issued to GMIN Shareholders prior to the effective time of the Arrangement, as set forth in the Plan of Arrangement (the “Effective Time”).

This Letter of Transmittal is for use by Registered Shareholders only and is not to be used by beneficial GMIN Shareholders (“Non-Registered Shareholders”). A Non-Registered Shareholder does not have GMIN Shares registered in such GMIN Shareholder’s own name; rather, such GMIN Shares are registered in the name of the broker, investment dealer, bank, trust company, depositary, nominee or other intermediary (each, an “Intermediary”) through which such GMIN Shareholder purchased GMIN Shares or in the name of a clearing agency (such as CDS Clearing and Depository Services Inc.) of which the Intermediary is a participant. If you are

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a Non-Registered Shareholder, you should contact your Intermediary for instructions and assistance in receiving the New GMIN Shares for your GMIN Shares.

No certificates representing fractional New GMIN Shares shall be issued upon the surrender for exchange of certificate(s) or Direct Registration System Advice Notice(s) or Statement(s) (“ DRS Advice(s) ”) representing GMIN Shares by GMIN Shareholders pursuant to the Arrangement; no dividend, stock split or other change in the capital structure of New GMIN shall relate to any such fractional security and such fractional interests shall not entitle the owner thereof to exercise any rights as a holder of New GMIN Shares. No fractional New GMIN Shares shall be issued to GMIN Shareholders and the number of New GMIN Shares to be issued to GMIN Shareholders will be rounded down to the nearest whole New GMIN Share in the event that a GMIN Shareholder is entitled to a fractional share, without any additional compensation in lieu of such fractional share.

In order to receive the New GMIN Shares, if any, that a GMIN Shareholder is entitled to receive pursuant to the Arrangement, Registered Shareholders are required to deposit the certificate(s) or DRS Advice(s) representing their GMIN Shares with the Depositary. This Letter of Transmittal properly completed and duly executed, together with all other required documents, must accompany the certificate(s) or DRS Advice(s) for GMIN Shares deposited for receipt of New GMIN Shares pursuant to the Arrangement.

Whether or not a Registered Shareholder delivers the required documentation to the Depositary, as of the Effective Time, the Registered Shareholder will cease to be a holder of GMIN Shares and, subject to the ultimate expiry deadline identified below, will only be entitled to receive the New GMIN Shares, if any, to which the Registered Shareholder is entitled under the Arrangement. REGISTERED SHAREHOLDERS WHO DO NOT DELIVER THE CERTIFICATE(S) OR DRS ADVICE(S), AS APPLICABLE, REPRESENTING THEIR GMIN 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 NEW GMIN SHARES FOR THEIR GMIN SHARES AND ANY CLAIM OR INTEREST OF ANY KIND OR NATURE AGAINST GMIN, REUNION GOLD, SPINCO, NEW GMIN OR THE DEPOSITARY.

Delivery of this Letter of Transmittal to an address other than as set forth on the last page of this Letter of Transmittal will not constitute a valid delivery. If GMIN Shares are registered in different names, a separate Letter of Transmittal must be submitted for each different Registered Shareholder. See Instruction 2.

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The undersigned hereby deposits with the Depositary the enclosed certificate(s) or DRS Advice(s), as applicable, representing GMIN Shares, details of which are as follows:

Name and Address of Registered Shareholder	Certificate Number(s) or DRS Advice Account Number(s)	Number of GMIN Shares
	TOTAL:

(Please print or type. If space is insufficient, please attach a list to this Letter of Transmittal in the above form. See Instruction 9.)

It is understood that, upon receipt of this duly completed and signed Letter of Transmittal and of the certificate(s) or DRS Advice(s) representing the GMIN Shares deposited herewith (the “ Deposited GMIN Shares ”) and following the Effective Time, the Depositary will deliver to the undersigned, in accordance with the issuance and delivery instructions provided in Box A and Box B below, or make available to the undersigned for pick-up in accordance with the instructions set out in Box A below, as applicable, share certificates (“ New GMIN Certificate(s) ”) or DRS Advice(s) (“ New GMIN DRS Advice(s) ”) representing the New GMIN Shares, and the certificate representing the Deposited GMIN Shares will forthwith be cancelled. If no selection is made in Box A between receiving the applicable certificates or DRS Advice(s), New GMIN DRS Advice(s) will be issued. If neither Box A nor Box B is completed, the applicable DRS Advice(s) representing New GMIN Shares will be issued in the name of the Registered Shareholders of the Deposited GMIN Shares in exchange for the Deposited GMIN Shares.

The undersigned GMIN Shareholder represents and warrants in favour of GMIN, Reunion Gold, New GMIN and Spinco that: (i) the undersigned is the registered and legal owner of the Deposited GMIN Shares, has good right and title to the rights represented by the Deposited GMIN Shares and that such Deposited GMIN Shares represent all of the GMIN Shares owned, directly or indirectly, by the undersigned; (ii) such Deposited GMIN Shares are owned by the undersigned free and clear of all mortgages, liens, charges, encumbrances, security interests and adverse claims; (iii) the undersigned has full power and authority to execute and deliver this Letter of Transmittal and to deposit, assign, transfer and deliver the Deposited GMIN Shares and that, when the New GMIN Shares are delivered, none of GMIN, Reunion Gold, New GMIN and Spinco or any affiliate thereof or successor thereto will be subject to any adverse claim in respect of such Deposited GMIN Shares; (iv) the Deposited GMIN Shares have not been sold, assigned or transferred, nor has any agreement been entered into to sell, assign or transfer any such Deposited GMIN Shares, to any other person; (v) the transfer of the Deposited GMIN Shares complies with all applicable laws; (vi) all information inserted by the undersigned into this Letter of Transmittal is complete, true and accurate; and (vii) the delivery of the applicable number of New GMIN Shares will discharge any and all obligations of GMIN, Reunion Gold, New GMIN, Spinco and the Depositary with respect to the matters contemplated by this Letter of Transmittal and the Arrangement. These representations and warranties shall survive the completion of the Arrangement. The undersigned further acknowledges receipt of the Circular.

The undersigned revokes any and all authority, other than as granted in this Letter of Transmittal, whether as agent, attorney-in-fact, proxy or otherwise, previously conferred or agreed to be conferred by the undersigned at any time with respect to the Deposited GMIN Shares and no subsequent authority, whether as agent, attorney-in-fact, proxy or otherwise, will be granted with respect to the Deposited GMIN Shares.

The undersigned hereby agrees to transfer, effective at the Effective Time and pursuant to the Arrangement, all right, title and interest in the Deposited GMIN Shares and irrevocably appoints and constitutes the Depositary, each officer of GMIN, New GMIN, and any other person designated by GMIN or New GMIN in writing, the lawful attorney of the undersigned, with full power of substitution (such powers of attorney, being coupled with an interest, being irrevocable) to deliver the Deposited GMIN Shares pursuant to the Arrangement and to effect the transfer of the Deposited GMIN Shares on the books of GMIN to the extent and in the manner provided under the Arrangement.

The undersigned will, upon request, execute any signature guarantees or additional documents deemed by the Depositary to be reasonably necessary or desirable to complete the transfer of the Deposited GMIN Shares contemplated by this Letter of Transmittal.

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The undersigned agrees that all questions as to validity, form, eligibility (including timely receipt) and acceptance of any GMIN Shares transferred in connection with the Arrangement shall be determined by GMIN, New GMIN and Reunion Gold, in their sole discretion and that such determination shall be final and binding and acknowledges that there is no duty or obligation upon GMIN, New GMIN, the Depositary or any other person to give notice of any defect or irregularity in any such surrender of GMIN 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 GMIN Shares shall be effected and the risk of loss to such Deposited GMIN Shares shall pass only upon proper receipt thereof by the Depositary.

The undersigned 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, incapacity, bankruptcy or insolvency of the undersigned and all obligations of the undersigned herein shall be binding upon the heirs, personal or legal representatives, successors and assigns of the undersigned.

The undersigned acknowledges that GMIN, Reunion Gold, New GMIN and/or Spinco may be required to disclose personal information in respect of the undersigned and consents to disclosure of personal information in respect of the undersigned to (i) stock exchanges or securities regulatory authorities, (ii) the Depositary, (iii) any of the parties to the Arrangement, (iv) legal counsel to any of the parties to the Arrangement, and (v) as otherwise required by any applicable law.

The undersigned instructs the Depositary to mail the New GMIN Certificates or New GMIN DRS Advice(s) representing the New GMIN Shares that the undersigned is entitled to pursuant to the Arrangement in exchange for the Deposited GMIN Shares, promptly after the Effective Time, by first-class insured mail, postage prepaid, to the undersigned, or to hold such New GMIN Certificates or New GMIN DRS Advice(s) representing the New GMIN Shares for pick-up in accordance with the instructions given in Box A below.

The undersigned acknowledges that if the Arrangement is completed, the delivery of Deposited GMIN Shares pursuant to this Letter of Transmittal is irrevocable. If the Arrangement is not completed or proceeded with, the enclosed certificate(s) or DRS Advice(s), as applicable, and all other ancillary documents will be returned as soon as possible to the undersigned at the address set out below on the signature page of this Letter of Transmittal 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 securities register of GMIN.

It is understood that the undersigned will not receive the New GMIN Shares under the Arrangement in respect of the Deposited GMIN Shares until following the Effective Time and after certificate(s) or DRS Advice(s) representing the Deposited GMIN 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. It is understood that under no circumstances will interest accrue or be paid in respect of the Deposited GMIN Shares in connection with the Arrangement.

The undersigned acknowledges that New GMIN, GMIN, Reunion Gold, Spinco and the Depositary shall be entitled to deduct and withhold from any consideration otherwise payable to any former GMIN Shareholder under the Arrangement and from other distributions otherwise payable to any former GMIN Shareholder such amounts as New GMIN, GMIN, Reunion Gold, Spinco or the Depositary is required or permitted to deduct and withhold with respect to such payment under the Tax Act or any provision of any applicable federal, provincial, state, local or foreign tax law or treaty (including the United States Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder), in each case, as amended. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the former GMIN Shareholder in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. 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.

The undersigned understands and acknowledges that the New GMIN Shares to be received by the undersigned pursuant to the Arrangement have not been registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”), and are being issued in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof and similar exemptions from registration under applicable U.S. state

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securities laws. The restrictions on resale of the New GMIN Shares outstanding following the Effective Date will depend on whether such former GMIN Shareholder is an “affiliate” of New GMIN after the Effective Date or had been such an “affiliate” at any time within 90 days immediately preceding the Effective Date. As defined in Rule 144 under the U.S. Securities Act, an “affiliate” of an issuer is a person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, that issuer. Typically, persons who are executive officers, directors or 10% (or greater) shareholders of an issuer are considered to be its “affiliates”, as well as any other person or group that actually controls the issuer. Persons who are affiliates of New GMIN after the Effective Date, or within 90 days immediately preceding the Effective Date, may not sell their New GMIN Shares that they receive in connection with the Arrangement without registration under the U.S. Securities Act, unless an exemption or exclusion from such registration is available, such as the exemption provided by Rule 144 under the U.S. Securities Act or the exclusion provided by Regulation S under the U.S. Securities Act, as more fully described in the Circular.

The foregoing discussion is only a general overview of certain requirements of U.S. federal securities laws applicable to the New GMIN Shares received upon completion of the Arrangement. All holders of such securities are urged to consult with counsel to ensure that any action taken with respect to their securities complies with applicable securities legislation, including any resale of such securities.

By reason of the use by the undersigned of an English language form of Letter of Transmittal, the undersigned shall be deemed to have required that any contract in connection with the delivery of the GMIN 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 réputés avoir exigé que tout contrat relié à l’envoi d’actions ordinaires de GMIN en vertu de l’arrangement au moyen de la présente lettre d’envoi, de même que tous les documents qui s’y rapportent, soient rédigés exclusivement en langue anglaise.

This letter 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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PLEASE COMPLETE THE FOLLOWING BOXES, AS APPROPRIATE.

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BOX A BOX B
ENTITLEMENT DELIVERY MAIL CERTIFICATES OR DRS ADVICES TO 3 [rd] PARTY
ADDRESS:
Evidence issuance of New Parent Shares in the form of
(see Instruction 8):
☐ New Parent ☐ New Parent DRS
Certificate Advice
(ATTENTION NAME)
New Parent Share certificates or New Parent DRS Advices
will be issued and mailed to your existing registration (STREET NUMBER & NAME)
unless otherwise stated. If you would like your New Parent
Share certificates dispatched to a different address, please
complete Box B.
(CITY AND PROVINCE/STATE)
❑ MAIL SHARES TO ADDRESS ON RECORD
(DEFAULT)
(COUNTRY AND POSTAL/ZIP CODE)
❑ MAIL SHARES TO A DIFFERENT ADDRESS
(MUST COMPLETE BOX B)
(TELEPHONE NUMBER (BUSINESS HOURS))
❑ HOLD SHARES FOR PICKUP AT
COMPUTERSHARE TORONTO OFFICE:
(SOCIAL INSURANCE/SECURITY NUMBER)
Computershare Investor Services Inc.
100 University Ave, 8 [th] Floor,
THE CERTIFICATES OR DRS ADVICES WILL
Toronto ON
REMAIN IN THE NAME OF THE REGISTRATION
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BOX C

RESIDENCY DECLARATION

All Registered Shareholders must place an “X” in the applicable box below. FAILURE TO COMPLETE THIS BOX MAY RESULT IN A DELAY IN YOUR PAYMENT. See Instruction 6.

The undersigned represents that:

• ☐ The Registered Shareholder is not a U.S. Shareholder, 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.

• ☐ The Registered Shareholder is a U.S. Shareholder, 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.

A “ U.S. Shareholder ” is any Registered Shareholder who is either (i) has a registered account address that is located within the United States or any territory or possession thereof, or (ii) a “U.S. person” for the United States federal income tax purposes as defined in Instruction 6 below. If you are a U.S person or acting on behalf of a U.S. person, then in order to avoid backup withholding of U.S federal income tax you must provide a complete IRS Form W-9 (enclosed) below or otherwise provide certification that the U.S. person is exempt from backup withholding, as provided in the instructions (see Instruction 6). If you are not a U.S. Shareholder as defined in (ii) above, but you provide an address that is located within the United States, you must complete an appropriate Form

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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

X CAD $0.10 = Premium Payable $ ___ NOTE: Payment NOT required if premium is less than $5.00

The option to replace your certificate by completing this Box D will expire on 31-July-2025. 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.

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 certificate(s) (the “ Originals ”), 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, Reunion Gold, Spinco, New GMIN, GMIN, Computershare Investor Services Inc., Aviva Insurance Company of Canada, each of their lawful successors and assigns, and any other party to the transaction (the “ Obligees ”), from and against all losses, costs and damages, including court costs and attorneys’ fees that they may be subject to or liable for in respect of the cancellation and/or replacement of the Original(s) and/or the certificate(s) representing the Original(s) and/ or the transfer or exchange of the Originals represented thereby, upon the transfer, exchange or issue of the Originals and/or a cheque for any cash payment. The rights accruing to the Obligees under the preceding sentence shall not be limited by the negligence, inadvertence, accident, oversight or breach of any duty or obligations on the part of the Obligees or their respective officers, employees and agents or their failure to inquire into, contest, or litigate any claim, whenever such negligence, inadvertence, accident, oversight, breach or failure may occur or have occurred. I acknowledge that a fee of CAD $0.10 per lost Reunion Gold Share is payable by the undersigned. Surety protection for the Obligees is provided under Blanket Lost Original Instruments/Waiver of Probate or Administration Bond No. 35900-16 issued by Aviva Insurance Company of Canada.

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Dated: , 2024

SHAREHOLDER SIGNATURE(S)

Signature guaranteed by (if required under Instruction 3)

Authorized Signature

Name of Guarantor (please print or type)

Signature of Shareholder or authorized representative (see Instructions 2 and 4)

Address

Name of Shareholder (please print or type)

Address of Guarantor (please print or type)

Telephone No

Name of authorized representative, if applicable (please print or type)

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Form W-9 Request for Taxpayer Give form to the
(Rev. March 2024) Identification Number and Certification requester. Do not
Department of the Treasury send to the IRS.
Internal Revenue Service Go to www.irs.gov/FormW9 for instructions and the latest information.
Before you begin. For guidance related to the purpose of Form W-9, see Purpose of Form , below.
1 Name of entity/individual. An entry is required. (For a sole proprietor or disregarded entity, enter the owner’s name on line 1, and enter the business/disregarded
entity’s name on line 2.)
2 Business name/disregarded entity name, if different from above.
3a Check the appropriate box for federal tax classification of the entity/individual whose name is entered on line 1. Check 4 Exemptions (codes apply only to
only one of the following seven boxes. certain entities, not individuals;
see instructions on page 3):
Individual/sole proprietor C corporation S corporation Partnership Trust/estate
LLC. Enter the tax classification (C = C corporation, S = S corporation, P = Partnership) . . . . Exempt payee code (if any)
Note: Check the “LLC” box above and, in the entry space, enter the appropriate code (C, S, or P) for the tax
classification of the LLC, unless it is a disregarded entity. A disregarded entity should instead check the appropriate Exemption from Foreign Account Tax
box for the tax classification of its owner. Compliance Act (FATCA) reporting
Other (see instructions) code (if any)
3b If on line 3a you checked “Partnership” or “Trust/estate,” or checked “LLC” and entered “P” as its tax classification,
(Applies to accounts maintained
and you are providing this form to a partnership, trust, or estate in which you have an ownership interest, check
this box if you have any foreign partners, owners, or beneficiaries. See instructions . . . . . . . . . outside the United States.)
5 Address (number, street, and apt. or suite no.). See instructions. 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)
Social security number
Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid
backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other – –
entities, it is your employer identification number (EIN). If you do not have a number, see How to get a or
TIN , later.
Employer identification number
Note: If the account is in more than one name, see the instructions for line 1. See also What Name and
Number To Give the Requester for guidelines on whose number to enter. –
Part II Certification
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 for Part II, later.
Sign Signature of
Here U.S. person Date
General Instructions New line 3b has been added to this form. A flow-through entity is
required to complete this line to indicate that it has direct or indirect
Section references are to the Internal Revenue Code unless otherwise foreign partners, owners, or beneficiaries when it provides the Form W-9
noted. to another flow-through entity in which it has an ownership interest. This
Future developments . For the latest information about developments change is intended to provide a flow-through entity with information
related to Form W-9 and its instructions, such as legislation enacted regarding the status of its indirect foreign partners, owners, or
after they were published, go to www.irs.gov/FormW9 . beneficiaries, so that it can satisfy any applicable reporting
requirements. For example, a partnership that has any indirect foreign
What’s New partners may be required to complete Schedules K-2 and K-3. See the
Partnership Instructions for Schedules K-2 and K-3 (Form 1065).
on page 3.
Print or type. Specific Instructions
See
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Line 3a has been modified to clarify how a disregarded entity completes this line. An LLC that is a disregarded entity should check the appropriate box for the tax classification of its owner. Otherwise, it should check the “LLC” box and enter its appropriate tax classification.

Purpose of Form

An individual or entity (Form W-9 requester) who is required to file an information return with the IRS is giving you this form because they

Form W-9 (Rev. 3-2024)

Cat. No. 10231X

Page 2

Form W-9 (Rev. 3-2024)

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-NEC (nonemployee compensation).

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

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

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

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

• Form 1099-C (canceled debt).

• 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.

Caution: If you don’t return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding , later.

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; and

1. Certify to your non-foreign status for purposes of withholding under chapter 3 or 4 of the Code (if applicable); and

2. 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 , later, 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.

Definition of a U.S. person. For federal tax purposes, you are considered 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).

Establishing U.S. status for purposes of chapter 3 and chapter 4 withholding. Payments made to foreign persons, including certain distributions, allocations of income, or transfers of sales proceeds, may be subject to withholding under chapter 3 or chapter 4 of the Code (sections 1441–1474). Under those rules, if a Form W-9 or other certification of non-foreign status has not been received, a withholding agent, transferee, or partnership (payor) generally applies presumption rules that may require the payor to withhold applicable tax from the recipient, owner, transferor, or partner (payee). See Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign Entities.

The following persons must provide Form W-9 to the payor for purposes of establishing its non-foreign status.

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

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

See Pub. 515 for more information on providing a Form W-9 or a certification of non-foreign status to avoid withholding.

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 (under Regulations section 1.1441-1(b)(2)(iv) or other applicable section for chapter 3 or 4 purposes), do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Pub. 515). If you are a qualified foreign pension fund under Regulations section 1.897(l)-1(d), or a partnership that is wholly owned by qualified foreign pension funds, that is treated as a non-foreign person for purposes of section 1445 withholding, do not use Form W-9. Instead, use Form W-8EXP (or other certification of non-foreign status).

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.

1. The treaty article addressing the income.

2. The article number (or location) in the tax treaty that contains the

saving clause and its exceptions.

1. The type and amount of income that qualifies for the exemption

from tax.

1. 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 their stay in 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 their 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, but are not limited to, interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, 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 instructions for

Part II for details);

1. The IRS tells the requester that you furnished an incorrect TIN;

2. 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

3. You do not certify to the requester that you are not subject to backup withholding, as described in item 4 under “ By signing the filledout form ” above (for reportable interest and dividend accounts opened after 1983 only).

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

See also Establishing U.S. status for purposes of chapter 3 and chapter 4 withholding , earlier.

What Is FATCA Reporting?

The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all U.S. account holders that are specified U.S. persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code , later, 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 are no longer 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 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 (other than an account maintained by a foreign financial institution (FFI)), list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9. If you are providing Form W-9 to an FFI to document a joint account, each holder of the account that is a U.S. person must provide a Form W-9.

• 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 for 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 you filed with your application.

• Sole proprietor. Enter your individual name as shown on your Form 1040 on line 1. Enter your business, trade, or “doing business as” (DBA) name on line 2.

• Partnership, C corporation, S corporation, or LLC, other than a disregarded entity. 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.

• 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. Enter any business, trade, or DBA name on line 2.

• Disregarded entity. In general, a business entity that has a single owner, including an LLC, and is not a corporation, is disregarded as an entity separate from its owner (a disregarded entity). See Regulations section 301.7701-2(c)(2). A disregarded entity should check the appropriate box for the tax classification of its owner. Enter the owner’s name on line 1. The name of the owner 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. 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, enter it on line 2.

Line 3a

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

IF the entity/individual on line 1 is a(n) . . .	THEN check the box for . . .
• Corporation	Corporation.
• Individual or • Soleproprietorship	Individual/sole proprietor.
• LLC classified as a partnership for U.S. federal tax purposes or • LLC that has filed Form 8832 or 2553 electing to be taxed as a corporation	Limited liability company and enter the appropriate tax classification: P = Partnership, C = C corporation, or S = S corporation.
• Partnership	Partnership.
• Trust/estate	Trust/estate.

Line 3b

Check this box if you are a partnership (including an LLC classified as a partnership for U.S. federal tax purposes), trust, or estate that has any foreign partners, owners, or beneficiaries, and you are providing this form to a partnership, trust, or estate, in which you have an ownership interest. You must check the box on line 3b if you receive a Form W-8 (or documentary evidence) from any partner, owner, or beneficiary establishing foreign status or if you receive a Form W-9 from any partner, owner, or beneficiary that has checked the box on line 3b.

Note: A partnership that provides a Form W-9 and checks box 3b may be required to complete Schedules K-2 and K-3 (Form 1065). For more information, see the Partnership Instructions for Schedules K-2 and K-3 (Form 1065).

If you are required to complete line 3b but fail to do so, you may not receive the information necessary to file a correct information return with the IRS or furnish a correct payee statement to your partners or beneficiaries. See, for example, sections 6698, 6722, and 6724 for penalties that may apply.

Line 4 Exemptions

If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space on 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 on 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).

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Form W-9 (Rev. 3-2024)

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

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

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

5—A corporation.

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

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 Investment Company Act of 1940.

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

11—A financial institution as defined under section 581.

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

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

The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13.

above, 1 through 13.
IF the payment is for . . .	THEN the payment is exempt for . . .
• Interest and dividend payments	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 prior to 2012.
• Barter exchange transactions andpatronage dividends	Exempt payees 1 through 4.
• Payments over $600 required to be reported and direct sales over $5,0001	Generally, exempt payees 1 through 5.2
• Payments made in settlement of payment card or third-party network transactions	Exempt payees 1 through 4.

1 See Form 1099-MISC, Miscellaneous Information, 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) entered 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 territory, 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 1.1472-1(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.

G—A real estate investment trust.

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).

J—A bank as defined in section 581.

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 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. If this address differs from the one the requester already has on file, enter “NEW” at the top. If a new address is provided, there is still a chance the old address will be used until the payor changes your address in their records.

Line 6

Enter your city, state, and ZIP code.

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 ITIN. Enter it in the entry space for the Social security number. 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.

If you are a single-member LLC that is disregarded as an entity separate from its owner, enter the owner’s SSN (or EIN, if the owner has one). If the LLC is classified as a corporation or partnership, enter the entity’s EIN.

Note: See What Name and Number To Give the Requester , later, 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 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/EIN . Go to www.irs.gov/Forms to view, download, or print Form W-7 and/or Form SS-4. Or, you can go to www.irs.gov/OrderForms to place an order and have Form W-7 and/or Form SS-4 mailed to you within 15 business days.

If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and enter “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, you will generally have 60 days to get a TIN and give it to the requester 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. See also Establishing U.S. status for purposes of chapter 3 and chapter 4 withholding , earlier, for when you may instead be subject to withholding under chapter 3 or 4 of the Code.

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

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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 item 1, 4, or 5 below indicates 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), ABLE accounts (under section 529A), 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.

What Name and Number To Give the Requester

What Name and Number	To Give the Requester
For this type of account:	Give name and SSN of:
1. Individual 2. Two or more individuals (joint account) other than an account maintained by an FFI 3. Two or more U.S. persons (joint account maintained by an FFI) 4. Custodial account of a minor (Uniform Gift to Minors Act) 5. a. The usual revocable savings trust (grantor is also trustee) b. So-called trust account that is not a legal or valid trust under state law 6. Sole proprietorship or disregarded entity owned by an individual 7. Grantor trust filing under Optional Filing Method 1 (see Regulations section 1.671-4(b)(2)(i)(A))**	The individual The actual owner of the account or, if combined funds, the first individual on the account1 Each holder of the account The minor2 The grantor-trustee1 The actual owner 1 The owner3 The grantor*

	Page5
For this type of account:	Give name and EIN of:
8. Disregarded entity not owned by an individual 9. A valid trust, estate, or pension trust 10. Corporation or LLC electing corporate status on Form 8832 or Form 2553 11. Association, club, religious, charitable, educational, or other tax-exempt organization 12. Partnership or multi-member LLC 13. A broker or registered nominee 14. 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 15. Grantor trust filing Form 1041 or under the Optional Filing Method 2, requiring Form 1099 (see Regulations section 1.671-4(b)(2)(i)(B))**	The owner Legal entity4 The corporation The organization The partnership 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 on line 1, and enter your business or DBA name, if any, on line 2. 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.)

• Note: The grantor must also provide a Form W-9 to the trustee of the trust.

** For more information on optional filing methods for grantor trusts, see the Instructions for Form 1041.

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, 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 return 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 a questionable credit report, contact the IRS Identity Theft Hotline at 800-908-4490 or submit Form 14039.

For more information, see Pub. 5027, Identity Theft Information for Taxpayers.

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Victims of identity theft who are experiencing economic harm or a systemic 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 877-777-4778 or TTY/TDD 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 phishing@irs.gov . You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 800-366-4484. You can forward suspicious emails to the Federal Trade Commission at spam@uce.gov or report them at www.ftc.gov/complaint . You can contact the FTC at www.ftc.gov/idtheft or 877-IDTHEFT (877-438-4338). If you have been the victim of identity theft, see www.IdentityTheft.gov and Pub. 5027.

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 territories for use in administering their laws. The information may also 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, payors must generally withhold a percentage of taxable interest, dividends, and certain other payments to a payee who does not give a TIN to the payor. Certain penalties may also apply for providing false or fraudulent information.

Go to www.irs.gov/IdentityTheft to learn more about identity theft and how to reduce your risk.

INSTRUCTIONS

1. Use of Letter of Transmittal

• (a) Registered Shareholders should review the Circular prior to completing this Letter of Transmittal.

• (b) This Letter of Transmittal, duly completed and signed, together with any accompanying certificate(s) and DRS Advice(s) representing the Deposited GMIN Shares and all other required documents, must be sent or delivered to the Depositary at the addresses set out on the back of this Letter of Transmittal. In order to receive the New GMIN Shares under the Arrangement for the Deposited GMIN 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.

• (c) The method used to deliver this Letter of Transmittal and any accompanying certificate(s) and DRS Advice(s) representing GMIN Shares and all other required documents is at the option and risk of the Registered Shareholder and delivery will be deemed effective only when such documents are actually received by the Depositary. GMIN recommends that the necessary documentation be hand delivered to the Depositary at the address set out on the back of this Letter of Transmittal, and a receipt obtained; otherwise the use of registered mail with return receipt requested, properly insured, is recommended. NonRegistered Shareholders whose GMIN Shares are registered in the name of an Intermediary should contact that Intermediary for assistance in depositing those GMIN Shares. Delivery to an office other than to the specified office does not constitute delivery for this purpose.

• (d) Each of GMIN and New GMIN 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.

• (e) If the New GMIN Certificate(s) or New GMIN DRS Advice(s) representing the New GMIN Shares are to be issued in the name of a person other than the person(s) signing this Letter of Transmittal, or if the New GMIN Certificate(s) or New GMIN DRS Advice(s) representing the New GMIN Shares are to be mailed to someone other than the person(s) signing this Letter of Transmittal or to the person(s) signing this Letter of Transmittal at an address other than that which appears on the register of GMIN, the appropriate boxes on this Letter of Transmittal should be completed (Box A and Box B).

2. Signatures

This Letter of Transmittal must be completed and signed by the Registered Shareholder described above or by such Registered Shareholder's duly authorized representative (in accordance with Instruction 4).

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

• (b) Subject to Instruction 4, if this Letter of Transmittal is signed on behalf of a Registered Shareholder by a person other than the Registered Holder(s) of the Deposited GMIN Shares, or if New GMIN Certificate(s) or DRS Advice(s) representing the New GMIN Shares are to be issued to a person other than the Registered Shareholder:

• (i) any such deposited certificate(s) or DRS Advice(s) must be endorsed or be accompanied by appropriate share transfer power(s) of attorney duly and properly completed by the Registered Shareholder; and

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

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

3. Guarantee of Signatures

No signature guarantee is required on this Letter of Transmittal if this Letter of Transmittal is signed by the Registered Holder(s) of the GMIN Shares surrendered herewith. Subject to Instruction 4, if this Letter of Transmittal is signed on behalf of a Registered Shareholder by a person other than the Registered Holder(s) of the GMIN Shares, or if the New GMIN Certificate(s) or New GMIN DRS Advice(s) representing the New GMIN Shares are to be issued in the name of a person other than the Registered Holder(s) of the GMIN Shares as shown on the register of GMIN maintained by GMIN’s transfer agent, such signature must be guaranteed by an Eligible Institution (as defined below), or in some other manner satisfactory to the Depositary (except that no guarantee is required if the signature is that of an Eligible Institution).

An “ Eligible Institution ” means a Canadian Schedule I chartered bank, a major trust company in Canada, a commercial bank or trust company in the United States, a member of the Securities Transfer Agents Medallion Program (STAMP), a member of the Stock Exchange Medallion Program (SEMP) or a member of the New York Stock Exchange Inc. Medallion Signature Program (MSP). Members of these programs are usually members of a recognized stock exchange in Canada and the United States, members of the Investment Industry Regulatory Organization of Canada, members of the Financial Industry Regulatory Authority or banks and trust companies in the United States.

4. Fiduciaries, Representatives and Authorizations

If this Letter of Transmittal or any share transfer power of attorney is signed by a person in a representative capacity, such as (a) an executor, administrator, trustee or guardian, or (b) on behalf of a corporation, partnership, or association, then in each case, such signature must be accompanied by satisfactory evidence of the authority to act, or in some other manner be satisfactory to the Depositary (except that no guarantee is required if the signature is that of an Eligible Institution). Any of GMIN, New GMIN or the Depositary, at their respective discretion, may require additional evidence of authority or additional documentation.

5. Payment and Delivery Instructions

If no selection is made in Box A between receiving New GMIN Certificate(s) and New GMIN DRS Advice(s), then DRS Advice(s) will be issued as evidence of the New GMIN Shares received under the Arrangement. If neither Box A nor Box B is completed, DRS Advice(s) representing New GMIN Shares issued in exchange for the Deposited GMIN Shares will be issued in the name of the Registered Holder of the Deposited GMIN Shares and will be mailed to the address of the Registered Holder of the Deposited GMIN Shares as it appears on the register of GMIN. Otherwise, the New GMIN Certificate(s) or New GMIN DRS Advice(s) representing New GMIN Shares will be issued in the name of the GMIN Shareholder and delivered to the address indicated underneath such GMIN Shareholder’s signature (unless another address has been provided in Box B). If any New GMIN Certificate(s) or New GMIN DRS Advice(s) representing New GMIN Shares are to be held for pick-up at the offices of the Depositary, complete Box A. Any New GMIN Certificate(s) or New GMIN DRS Advice(s) representing New GMIN Shares mailed in accordance with this Letter of Transmittal will be deemed to be delivered at the time of mailing.

6. Tax Instructions for U.S. Shareholders

For purposes of this Letter of Transmittal, a “U.S. person” is a beneficial owner of GMIN Shares that, for U.S. federal income tax purposes, is (a) an individual who is a citizen or resident of the United States, (b) a corporation, partnership, or other entity classified as a corporation or partnership for U.S. federal income tax purposes that is created or organized in or under the laws of the United States, or any political subdivision thereof or therein, (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) 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

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control all substantial decisions of such trust, or (ii) such trust has validly elected to be treated as a U.S. person for U.S. federal income tax purposes.

In order to avoid backup withholding of U.S. federal income tax on payments pursuant to the Arrangement, a U.S. Shareholder depositing GMIN Shares must, unless an exemption applies, provide the Depositary with such holder's correct taxpayer identification number (“ TIN” ) or employer identification number (“ EIN” ), certify under penalties of perjury that such TIN or EIN is correct (or that such holder is waiting for a TIN or EIN to be issued), and provide certain other certifications by completing the IRS Form W-9. If a U.S. Shareholder does not provide such holder's correct TIN or EIN or fails to provide the required certifications, the IRS may impose certain penalties on such holder, and payments to such holder pursuant to the Arrangement may be subject to backup withholding at a rate currently equal to 24%. All U.S. Shareholders tendering GMIN Shares pursuant to the Arrangement should complete and sign the IRS Form W-9 to provide the information and certifications necessary to avoid backup withholding (unless an applicable exemption exists and is proved in a manner satisfactory to the Depositary). To the extent that a U.S. Shareholder designates another U.S. person to receive payment, such other person may be required to provide a properly completed IRS Form W-9.

Backup withholding is not an additional United States income tax. Rather, the amount of the backup withholding may be credited against the U.S. federal income tax liability of the person subject to the backup withholding. If backup withholding results in an overpayment of tax, a refund can be obtained by the U.S. Shareholder by timely providing the required information to the IRS.

If a U.S. Shareholder has not been issued a TIN or EIN and has applied for a TIN or EIN or intends to apply for a TIN or EIN in the near future, then the U.S. Shareholder should write “Applied For” in the space for the TIN or EIN in Part I of IRS Form W-9 and should sign and date the form. If the Depositary has not been provided with a properly certified TIN or EIN by the time of payment, backup withholding will apply. If the GMIN Shares are held in more than one name or are not in the name of the actual owner, consult the instructions on the enclosed IRS Form W-9 for guidance on which name and TIN or EIN to report.

Certain U.S. Shareholders (such as corporations and individual retirement accounts) are not subject to backup withholding but may be required to provide evidence of their exemption from backup withholding. Exempt U.S. Shareholders should enter the appropriate exempt payee code on IRS Form W-9. See the enclosed IRS Form W-9 for instructions.

A U.S. Shareholder that is not a U.S. person and is not acting on behalf of a U.S. person should not complete IRS Form W-9. Instead, to establish an exemption from backup withholding, such U.S. Shareholder should properly complete and submit an IRS Form W-8BEN, W-8BEN-E, W-8IMY, W-8ECI, or W-8EXP, as applicable, attesting to such exempt status. An appropriate IRS Form W-8 may be obtained from the Depositary or on the IRS website ( www.irs.gov ).

ALL U.S. SHAREHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS TO DETERMINE HOW THE FOREGOING BACKUP WITHHOLDING AND REPORTING REQUIREMENTS APPLY TO THEM WITH REGARD TO THEIR PARTICULAR CIRCUMSTANCES.

7. Lost, Destroyed or Stolen Certificates

This section does not apply to DRS Advice(s).

Option #1: If a GMIN 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, GMIN 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 above, and submitting the applicable certified cheque or money order made payable to Computershare Investor Services Inc.

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8. Direct Registration System

New GMIN Shares to be issued pursuant to the Arrangement may be issued, at the election of the undersigned in Box A of this Letter of Transmittal, in the Direct Registration System, or DRS. The DRS is a system that allows you to hold your New GMIN Shares in “ book-entry ” form without having a physical share certificate issued as evidence of ownership. Instead, your New GMIN Shares will be held in your name and registered electronically in New GMIN's records, which will be maintained by Computershare in its capacity as New GMIN’s transfer agent. DRS eliminates the need for shareholders to safeguard and store certificates, it avoids the significant cost of a surety bond for the replacement of, and the effort involved in replacing, physical certificate(s) that might be lost, stolen or destroyed and it permits/enables electronic share transactions.

Upon completion of the Arrangement and if elected in Box A of this Letter of Transmittal, the Registered Shareholders will receive an initial New GMIN DRS Advice acknowledging the number of New GMIN Shares you hold in your DRS account in respect of the New GMIN Shares. Each time you have any movement of New GMIN Shares into or out of your DRS account, you will be mailed an updated DRS Advice. You may request at any time a DRS Advice representing your New GMIN Shares by contacting Computershare.

At any time, you may request a share certificate for all or a portion of the New GMIN Shares held in the applicable DRS account. Simply contact Computershare with your request. A share certificate for the requested number of New GMIN Shares will be sent to you by first class mail upon receipt of your instructions, at no cost to you.

For more information about DRS, please contact Computershare at 1-800-564-6253 (toll free within North America) or 1-514-982-7555 (outside of North America) or by email at corporateactions@computershare.com.

9. Miscellaneous

• (a) If the space on this Letter of Transmittal is insufficient to list all certificates, DRS Advice account numbers or number of GMIN Shares, additional certificate numbers, DRS Advice account numbers and number of GMIN Shares may be included on a separate signed list affixed to this Letter of Transmittal.

• (b) If GMIN 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 GMIN Shares will be accepted, and no fractional New GMIN Shares will be issued.

• (d) Additional copies of this Letter of Transmittal may be obtained from the Depositary at the address set out on the back of this Letter of Transmittal.

• (e) 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.

• (f) The holder of the GMIN 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.

10. Representations

The representations made by the holder of GMIN Shares in this Letter of Transmittal will survive the Effective Time.

11. 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

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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 located outside of your province within Canada, 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 as per applicable privacy laws. 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.

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The Depositary for the Arrangement is:

COMPUTERSHARE INVESTOR SERVICES INC.

By Hand or by Courier

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

By Mail

100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1 Attention: Corporate Actions, Project Manager

Toll Free: 1-800-564-6253 E-Mail: corporateactions@computershare.com

Delivery of this Letter of Transmittal to an address other than as set forth above does not constitute valid delivery.