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NexGold Mining — Capital/Financing Update 2024
Jun 5, 2024
46341_rns_2024-06-05_10131f94-b9b8-430f-a0fd-18664286742b.pdf
Capital/Financing Update
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TREASURY METALS INC.
LETTER OF TRANSMITTAL
TO: ODYSSEY TRUST COMPANY
The undersigned hereby represents and warrants that the undersigned is the owner of the number of common shares (“ common shares ”) of Treasury Metals Inc. (the “ Company ”) which common shares are represented by the share certificates or DRS described below and delivered herewith and the undersigned has good title to the shares represented below, free and clear of all liens, charges and encumbrances, and has full power and authority to herewith deposit such common shares.
| Certificate Number or DRSAccount Number | Number of Common Shares | Registered in the Name of |
|---|---|---|
The above-listed common shares are hereby surrendered in connection with a proposed consolidation (the “ Consolidation ”) of the common shares on the basis of four (4) pre-consolidation common shares for one (1) post-consolidation common share to be completed as soon as practicable following the completion of the plan of arrangement under the Business Corporations Act (British Columbia) involving the Company and Blackwolf Copper and Gold Ltd. (the “ Arrangement ”), and the continuance of the Company out of Ontario into British Columbia (the “ Continuance ”), all as further described in the accompanying management information circular of the Company dated May 27, 2024 (the “ Circular ”). In addition, concurrently with the Consolidation, the Company proposes to change the name of the Company to “NeXGold Mining Corp.”, or such other name as the board of directors of the Company following the completion of the Arrangement may determine, subject to regulatory approval (the “ Name Change ”), as further described in the Circular. All references to “ New Shares ” in this Letter of Transmittal shall be to the common shares of the Company after giving effect to the Arrangement, the Continuance, the Consolidation and the Name Change.
The Company will not issue any fractional common shares as a result of the Consolidation. A fractional common share will be disregarded and cancelled without any repayment of capital or other compensation. Each shareholder will receive a whole number of New Shares. The Consolidation will not be completed if the Arrangement is not completed.
The undersigned authorizes and directs Odyssey Trust Company to issue a Direct Registration System (“ DRS ”) statement for the New Shares to which the undersigned is entitled as indicated below and to e-mail such advice to the e-mail address indicated below or, if no instructions are given, in the name and to the address if any, of the undersigned as appears on the share register maintained by Odyssey Trust Company. In the event that a DRS statement is not available, a share certificate will be issued and mailed to the address indicated below.
| will be issued and mailed to the address indicated below. | will be issued and mailed to the address indicated below. | will be issued and mailed to the address indicated below. |
|---|---|---|
| To be registered in the name of**(please print)** | ||
| Name of authorized representative**(if applicable)** | ||
| Address | ||
| City | Province Postal Code | |
| Telephone | E-mail (*) | SIN / TIN |
- By providing an email address, the undersigned consents to electronic delivery by the Transfer Agent.
□ Please issue a physical share certificate instead of a DRS statement
Date: ___________________________
__________________________________________ Signature of Shareholder(s) or Authorized Representative (See additional requirement for authorized representative under instruction 1d)
SIGNATURE GUARANTEE
(if required under Instruction 1c):
Authorized Signature
Name of Guarantor
Address / Telephone
INSTRUCTIONS FOR COMPLETING THE LETTER OF TRANSMITTAL
1. Use of Letter of Transmittal
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a) Each shareholder holding share certificates or DRS of the Company must send or deliver this Letter of Transmittal duly completed and signed together with the share certificates or DRS described herein to Odyssey Trust Company (“ Odyssey ”) at the office listed below. The method of delivery to Odyssey is at the option and risk of the shareholder, but if mail is used, registered mail is recommended.
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b) Shares registered in the name of the person by whom (or on whose behalf) the Letter of Transmittal is signed need not be endorsed or accompanied by any share transfer power of attorney.
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c) Shares not registered in the name of the person by whom (or on whose behalf) the Letter of Transmittal is signed must be endorsed by the registered holder thereof or deposited together with share transfer power of attorney properly completed by the registered holder. Such signature must be guaranteed by an Eligible Institution or in some other manner satisfactory to Odyssey. An Eligible Institution means a Canadian schedule 1 chartered bank, a member of the Securities Transfer Agent Medallion Program (STAMP), a member of the Stock Exchanges Medallion Program (SEMP) or a member of the New York Stock Exchange Inc. Medallion Signature Program (MSP). Members of these programs are usually members of a recognized stock exchange in Canada 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. A signature guarantee will also be accepted from a Canadian Schedule 1 chartered bank that is not participating in a Medallion Signature Guarantee Program and makes available its list of authorized signing officers to the Transfer Agent. Currently signature guarantees are accepted from Bank of Nova Scotia, Royal Bank of Canada and TD Bank.
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d) Where the Letter of Transmittal is executed on behalf of a corporation, partnership, association or by an agent, executor, administrator, trustee, guardian or any person acting in an authorized representative capacity, the Letter of Transmittal must be accompanied by satisfactory evidence of the representative’s authority to sign and dated within the last 6 months. Examples include extracts from the following documents: Corporate Resolution, LLC Agreement, Corporate Registry, Partnership Agreement or Trust Agreement.
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e) The Company reserves the right if it so elects in its absolute discretion to instruct Odyssey to waive any defect or irregularity contained in any Letter of Transmittal received by it.
2. Lost Share Certificates
If a share certificate has been lost or destroyed, the Letter of Transmittal must be completed as fully as possible and forwarded Odyssey together with a letter stating the loss. Odyssey will respond with the replacement requirements, which must be properly completed and returned prior to effecting the exchange.
3. Miscellaneous
Additional copies of the Letter of Transmittal may be obtained from Odyssey at the office listed below. Any questions should be directed Odyssey by e-mail to [email protected].
Enclose all certificates in the envelope provided and send it with the completed form to Odyssey, or for any questions contact Odyssey
By Mail: Trader’s Bank Building Hand or Courier 702 – 67 Yonge St Toronto, ON M5E 1J8 Attn: Corporate Actions
Privacy Notice: At Odyssey Trust Company, we take your privacy seriously. When providing services to you, we receive nonpublic, personal information about you. We receive this information through transactions we perform for you or an issuer in which you hold securities, from enrolment forms and through other communications with you. We may also receive information about you by virtue of your transactions with affiliates of Odyssey Trust Company or other parties. This information may include your name, social insurance number, securities ownership information and other financial information. With respect to both current and former customers, Odyssey Trust Company does not share non-public personal information with any non-affiliated third party except as necessary to process a transaction, service your account or as permitted by law. Our affiliates and outside service providers with whom we share information are legally bound not to disclose the information in any manner, unless permitted by law or other governmental process. We strive to restrict access to your personal information to those employees who need to know the information to provide our services to you, and we maintain physical, electronic and procedural safeguards to protect your personal information. Odyssey Trust Company realizes that you entrust us with confidential personal and financial information and we take that trust very seriously. By providing your personal information to us and signing this form, we will assume, unless we hear from you to the contrary, that you have consented and are consenting to this use and disclosure. A complete copy of our Privacy Code may be accessed at www.odysseytrust.com, or you may request a copy in writing Attn: Chief Privacy Officer, Odyssey Trust Company at 350 – 409 Granville St, Vancouver, BC, V6C 1T2.