Pinnacle Renewable Energy Inc. — M&A Activity 2021

Mar 2, 2021

THIS LETTER OF TRANSMITTAL IS FOR USE IN CONNECTION WITH THE PLAN OF ARRANGEMENT INVOLVING PINNACLE RENEWABLE ENERGY INC., DRAX GROUP PLC AND DRAX CANADIAN HOLDINGS INC.

THIS LETTER OF TRANSMITTAL MUST BE VALIDLY COMPLETED, DULY EXECUTED AND RETURNED TO THE DEPOSITARY, TSX TRUST COMPANY. 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.

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This Letter of Transmittal is for use by registered holders (“ Registered Shareholders ”) of common shares (“ Company Shares ”) in the capital of Pinnacle Renewable Energy Inc. (the “ Company ”) in connection with the proposed plan of arrangement (the “ Arrangement ”) under the provisions of Section 288 of the Business Corporations Act (British Columbia) (the “ BCBCA ”) involving the acquisition of all of the issued and outstanding Company Shares of the Company by Drax Group plc (the “ Purchaser ”), through Drax Canadian Holdings Inc. (“ Acquireco ”), pursuant to an arrangement agreement (the “ Arrangement Agreement ”) among the Company, the Purchaser and Acquireco dated February 7, 2021, all as described in the notice of special meeting of shareholders and management information circular (the “ Information Circular ”) of the Company dated March 1, 2021.

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

This Letter of Transmittal is for use by the Registered Shareholders only and is not to be used by holders of Company Shares whose shares are not registered in their name but rather are held by an Intermediary on their behalf (“ Beneficial Shareholders ”, and collectively with the Registered Shareholders, the “ Company Shareholders ”).

If you are a Beneficial Shareholder , you should contact your Intermediary for instructions and assistance in receiving the Consideration (as defined below) for your Company Shares.

Following the Effective Time, Company Shareholders will be entitled to receive, in exchange for each Company Share held, $11.30 in cash (the “ Consideration ”). Notwithstanding the foregoing, in accordance with the Arrangement, the Company, the Purchaser or TSX Trust Company, as depositary (the “ Depositary ” or “ TSX Trust ”), shall be entitled to deduct and withhold from any amount payable to any Company Shareholder such amounts as the Company, the Purchaser or the Depositary determines, acting reasonably, are required or permitted to be deducted and withheld with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of any other Law.

The Arrangement is subject to, among other things, the approval of the Company Shareholders at a special meeting of Company Shareholders (the “ Company Meeting ”) scheduled to be held on March 31, 2021 (as it may be postponed or adjourned). Company Shareholders should refer to the Information Circular for more

information regarding the expected timing for completion and other information relating to the Arrangement.

In order for Registered Shareholders to receive the Consideration for their Company Shares, Registered Shareholders are required to deposit the original certificate(s) (unless a Registered Holder holds their Company Shares through the direct registration system (“ DRS ”), in which case such Registered Holder will not be required to submit a certificate representing their Company Shares) representing the Company Shares, along with a validly completed and duly executed Letter of Transmittal, with the Depositary. This Letter of Transmittal, validly completed and duly signed, together with all other required documents, must be delivered to the Depositary by all Registered Shareholder and accompanied by all original certificates (if applicable) for Company Shares deposited for payment pursuant to the Arrangement. Under no circumstances will interest accrue or be paid by the Company, the Purchaser or the Depositary on the Consideration to persons depositing Company Shares with the Depositary, regardless of any delay in making any payment for the Company Shares. The Depositary will act as the agent of persons who have deposited Company Shares pursuant to the Arrangement for the purpose of receiving and transmitting the Consideration to such persons, and receipt of the Consideration by the Depositary will be deemed to constitute receipt of payment by persons depositing Company Shares.

If you are a U.S. Shareholder (as defined below in Box C), you must complete a Form W-9, or the applicable Form W-8. See Instruction #11.

Please read the Information Circular and the instructions set out below carefully before completing this Letter of Transmittal. Delivery of this Letter of Transmittal to an address other than the addresses as set forth herein will not constitute a valid delivery. If Company Shares are registered in different names, a separate Letter of Transmittal must be submitted for each different registered owner. See Instructions #2 and #7. Please note that the delivery of this Letter of Transmittal does not constitute a vote in favour of the Arrangement Resolution or any other matters to be considered at the Company Meeting. To exercise your right to vote at the Company Meeting, Registered Shareholders must complete and return the form of proxy that accompanied the Information Circular in accordance with the instructions set out in the Information Circular.

At the Effective Time, whether or not Registered Shareholders deliver this Letter of Transmittal, the original certificates (if applicable) representing Company Shares and all other required documentation to the Depositary, Registered Shareholders will cease to be Company Shareholders.

If any Registered Shareholder does not deliver this Letter of Transmittal, the original certificates (if applicable) representing Company Shares and all other required documentation to the Depositary on or before the date that is six years after the Effective Date, the right of such Registered Holder to receive the applicable consideration for the Company Shares pursuant to the Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Purchaser, the Company or Acquireco, as applicable, for no consideration. Any payment made by way of cheque by the Depositary that has not been deposited or has been returned to the Depositary (or that otherwise remains unclaimed, in each case, on or before the date that is six years after the Effective Date shall cease to represent a right or claim of any kind or nature.

All dollar amounts set forth in this Letter of Transmittal are in Canadian dollars.

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LETTER OF TRANSMITTAL

TO: Pinnacle Renewable Energy Inc., Drax Group plc, Drax Canadian Holdings Inc. and TSX Trust Company

The undersigned certifies that the undersigned has read the instructions set out herein before completing this Letter of Transmittal and upon the terms and subject to the conditions set forth in the Arrangement, the undersigned hereby deposits with the Depositary for transfer in exchange for the Consideration, the enclosed original certificate(s) (if applicable) representing Company Shares, details of which are as follows: ( Please print or type )

DESCRIPTION OF COMMON SHARES DEPOSITED

Certificate Number(s) / Name in which Company Shares Number of Company Shares DRS Securityholder are Registered Account Number (Please fill in exactly as name(s) appear on certificate(s) or DRS)

TOTAL:

(If space is not sufficient, please attach a separate list/schedule in the above format.)

• Some or all of my Company Share certificates have been lost, stolen or destroyed. Please review Instruction #6 for the procedure to replace lost or destroyed certificates. (Check box if applicable.)

It is understood that, upon receipt of this Letter of Transmittal validly completed and duly signed, the Company Shares deposited herewith (the “ Deposited Shares ”), the original certificate(s) representing the Deposited Shares (if applicable) and any other required documentation, and following the Effective Date, the Depositary will send to the undersigned the Consideration in accordance with the delivery instructions provided herein.

The Plan of Arrangement provides that any certificate(s) (if applicable) formerly representing Company Shares not duly surrendered on or before the date that is six years after the Effective Date shall cease to represent a right or claim of any kind or nature and the right of the holder to receive the applicable consideration for the Company Shares pursuant to the Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Purchaser, the Company or Acquireco, as applicable, for no consideration to represent a claim by or interest of any former holder of Company Shares of any kind or nature against or in the Company or the Purchaser. Any payment made by way of cheque by the Depositary pursuant to the Plan of Arrangement that has not been deposited or has been returned to the Depositary (or that otherwise remains unclaimed, in each case, on or before the date that is six years after the Effective Date shall cease to represent a right or claim of any kind or nature. On such date, all consideration to which such former holder was entitled shall be delivered to the Purchaser or Acquireco, as applicable, by the Depositary and the certificates formerly representing Company Shares shall cease to represent a right or claim of any kind or nature as of such final proscription date.

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AUTHORIZATION

The undersigned registered holder(s) of the above listed Deposited Shares hereby:

1. represents and warrants that the undersigned (i) is, and will immediately prior to the Effective Time be, the legal owner and registered holder of the Deposited Shares; (ii) has, and will immediately prior to the Effective Time have, good title to the Deposited Shares and the rights represented by the above mentioned certificates (if applicable), in each case free and clear of all liens, charges, encumbrances, claims security interests and equities, together with all rights and benefits; (iii) has full power and authority to execute and deliver this Letter of Transmittal and to deposit, sell, assign, transfer and deliver the Deposited Shares and the certificates (if applicable) representing the Deposited Shares and that, when the Consideration is delivered, none of the Company, the Purchaser, Acquireco, the Depositary or any their respective affiliates or successors will be subject to any adverse claim in respect of such Deposited Shares; (iv) has not sold, assigned or transferred, nor has any agreement been entered into to sell, assign or transfer any of the Deposited Shares to any other person; and (v) will not, prior to the Effective Date, transfer or permit to be transferred any of such Deposited Shares except pursuant to the Arrangement;

2. represents and warrants that the surrender of the undersigned’s Deposited Shares complies with Law and that the information provided herein is true, accurate and complete as of the date hereof;

3. acknowledges receipt of the Information Circular;

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

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

6. acknowledges that the Depositary will act as the agent of persons, including the undersigned, who have deposited Company Shares pursuant to the Arrangement for the purpose of receiving and transmitting the Consideration to such persons, and receipt of the Consideration by the Depositary will be deemed to constitute receipt of payment by persons depositing Company Shares;

7. acknowledges that the Company, the Purchaser and/or Acquireco 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 and (iv) legal counsel to any of the parties to the Arrangement;

8. 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 any heirs, personal representatives, successors and assigns of the undersigned;

9. by virtue of the execution of this Letter of Transmittal, shall be deemed to have agreed that all questions as to validity, form, eligibility (including timely receipt) and acceptance of any Company Shares deposited pursuant to the Arrangement will be determined by the Purchaser in its sole discretion and that such determination shall be final and binding and acknowledges that there shall be no duty or obligation on the Company, the Purchaser, the Depositary or any other person to give notice of any defect or irregularity in any deposit and no liability shall be incurred by any of them for failure to give such notice; and

10. pursuant to the rules of the Canadian Payments Association, a $25 million ceiling has been established on cheques, bank drafts and other paper based payments processed through

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Canada’s clearing system. The undersigned hereby acknowledges that payments in excess of $25 million will be effected by the Depositary by wire transfer in accordance with the Large Value Transfer System (LVTS) Rules established by the Canadian Payments Association.

Except for any proxy deposited with respect to the vote on the Arrangement Resolution in connection with the Company Meeting, the undersigned hereby 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 Shares and no subsequent authority, whether as agent, attorney-in-fact, proxy or otherwise will be granted with respect to such Deposited Shares.

The undersigned surrenders to the Purchaser, effective at the Effective Time, all right, title and interest in and to the Deposited Shares and irrevocably appoints and constitutes the Purchaser lawful attorney of the undersigned, with the full power of substitution, to deliver the original certificate(s) (if applicable) representing the Deposited Shares pursuant to the Arrangement and to effect the transfer of the Deposited Shares on the books of the Company.

By reason of the use by the undersigned of an English language form of Letter of Transmittal, the undersigned shall be deemed to have required that any contract evidenced by the Arrangement as entered into through this Letter of Transmittal, as well as any documents related thereto, be drawn exclusively in the English language. En utilisant la version anglaise de la présente lettre d’envoi, le soussigné est réputé avoir demandé que tout contrat attesté par l’arrangement, tel qu’il est accepté au moyen de cette lettre d’envoi, de même que tous les documents qui s’y rapportant soient rédigés exclusivement en anglais.

If the Arrangement is not completed or does not proceed, the enclosed original certificate(s) (if applicable) representing the Deposited Shares will be returned forthwith to the undersigned in accordance with the delivery instructions in this Letter of Transmittal, or failing such address being specified, to the undersigned at the last address of the undersigned as it appears on the register of the Company maintained by the transfer agent and registrar of the Company.

It is acknowledged and understood that the undersigned will not receive payment in respect of the Deposited Shares until the original certificate(s) representing the Deposited Shares, if applicable, owned by the undersigned are received by the Depositary, at the address set forth below, and such additional documents as the Depositary may require, and until the same are processed for payment by the Depositary. It is further acknowledged and understood that the undersigned shall not be entitled to receive any consideration with respect to the Deposited Shares other than the Consideration to which the undersigned is entitled in accordance with, and subject to completion of, the Arrangement and, for greater certainty, the undersigned will not be entitled to receive any interest, dividends, premium or other payment in connection with the Arrangement. The undersigned further represents and warrants that the payment of the Consideration in respect of Deposited Shares will completely discharge any obligations of the Purchaser, the Company and the Depositary with respect to the matters contemplated by this Letter of Transmittal.

The original certificate(s) described above (if applicable) are enclosed and the Registered Shareholder irrevocably deposits the Deposited Shares and, if applicable, the above-mentioned certificate(s) representing the Deposited Shares in exchange for the Consideration to which such holder is entitled pursuant to the Arrangement. The Registered Shareholder transmits the Deposited Shares and, if applicable, the original certificate(s) representing the Deposited Shares, each as described above, to be dealt with in accordance with this Letter of Transmittal.

Only Registered Shareholders can receive Consideration for their Company Shares by delivering a Letter of Transmittal to the Depositary. Beneficial Shareholders should contact their Intermediary (i.e. broker, investment dealer, trust company, bank or other registered holder) for instructions and assistance in receiving the Consideration for their Company Shares.

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BOX A BOX B
BELOW. ENTITLEMENT DELIVERY ISSUE PAYMENT IN THE NAME OF:
All cash payments will be mailed to your existing registration ❑ CHECK BOX IF SAME AS EXISTING REGISTRATION (DEFAULT)
unless otherwise stated. If you would like your cash made
payable to a different name or mailed to a different address,
please complete BOX B and refer to INSTRUCTIONS #2 & #3
(NAME)
❑ MAIL CHEQUE TO ADDRESS ON RECORD (DEFAULT)
(STREET NUMBER & NAME)
❑ MAIL CHEQUE TO A DIFFERENT ADDRESS (MUST
(CITY AND PROVINCE/STATE)
COMPLETE BOX B)
❑ DELIVER FUNDS VIA WIRE (COMPLETE BOX D) (COUNTRY AND POSTAL/ZIP CODE)
(TELEPHONE NUMBER (BUSINESS HOURS)
(SOCIAL INSURANCE/SECURITY NUMBER)
IF THIS NAME OR ADDRESS IS DIFFERENT FROM YOUR REGISTRATION, PLEASE PROVIDE
SUPPORTING TRANSFER REQUIREMENTS (SEE INSTRUCTIONS #2 & #3)
BOX C
RESIDENCY DECLARATION
ALL COMPANY SHAREHOLDERS ARE REQUIRED TO COMPLETE A RESIDENCY DECLARATION. FAILURE TO
COMPLETE A RESIDENCY DECLARATION MAY RESULT IN A DELAY IN YOUR PAYMENT.
The undersigned represents that:
❑ The beneficial owner of the Company Shares deposited herewith is a U.S. Shareholder.
❑ The beneficial owner of the Company Shares deposited herewith is not a U.S. Shareholder.
A “ U.S. Shareholder ” is any Company Shareholder who is either (i) providing an address in Box B 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 #11 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 Part VIII). If you are not
a U.S. Shareholder as defined in (ii) above, but you provide an address that is located within the United States, you must complete
an appropriate Form W-8.
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BOX D WIRE PAYMENT*

*PLEASE NOTE THAT THERE IS A $100.00 BANKING FEE ON WIRE PAYMENTS. ALTERNATIVELY, CHEQUE PAYMENTS ARE ISSUED AT NO ADDITIONAL COST

*IF WIRE DETAILS ARE INCORRECT OR INCOMPLETE, TSX TRUST WILL ATTEMPT TO CONTACT YOU AND CORRECT THE ISSUE. HOWEVER, IF WE CANNOT CORRECT THE ISSUE PROMPTLY, A CHEQUE WILL BE AUTOMATICALLY ISSUED AND MAILED TO THE ADDRESS ON RECORD. NO FEES WILL BE CHARGED

Please provide email address and phone number in the event that we need to contact you for corrective measures:

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EMAIL ADDRESS:
PHONE NUMBER:
Beneficiary Name(s) that appears on the account at your financial institution – this MUST be the same name and address that your Company Shares
are registered to
Beneficiary Address (Note: PO Boxes will not be accepted) City Province/State Postal Code/Zip Code
Beneficiary Bank/Financial Institution
Bank Address City Province/State Postal Code/Zip Code
PLEASE ONLY COMPLETE THE APPLICABLE BOXES BELOW, AS PROVIDED BY YOUR FINANCIAL INSTITUTION. YOU ARE NOT REQUIRED TO
COMPLETE ALL BOXES
Bank Account No. Bank No. & Transit No. (Canadian Banks) ABA/Routing No. (US Banks)
(3 digits & 5 digits) (9 digits)
SWIFT or BIC Code IBAN Number Sort Code (GBP)
(11 characters – if you only have eight, put ‘XXX’ for the last three)
Additional Notes and special routing instructions:
Mandatory fields
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COMPANY SHAREHOLDER SIGNATURE(S)

Dated: , 20___

Signature guaranteed by (if required under Instruction #3)

Authorized Signature

Name of Guarantor (please print or type)

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

Address

Name of Company 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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INSTRUCTIONS

1. Use of Letter of Transmittal

• (a) This Letter of Transmittal (or a manually signed facsimile thereof), together with the accompanying original certificate(s) (if applicable) representing Company Shares and all other required documents, must be received by the Depositary at the office listed below:

By Mail or by Courier

100 Adelaide Street West Suite 301 Toronto, Ontario M5H 4H1

Attention: Corporate Actions

• (b) The method used to deliver this Letter of Transmittal, and the accompanying original certificate(s) (if applicable) representing Company Shares, and all other required documents, is at your option and risk, and delivery will be deemed to be effective only when such documents are actually received by the Depositary. The use of registered, insured mail, with return receipt requested, is recommended. Delivery of this Letter of Transmittal to an address other than as specified above will not constitute valid delivery to the Depositary.

• (c) This Letter of Transmittal is for use by registered holders of Company Shares. Company Shareholders whose Company Shares are registered in the name of a broker, investment dealer, bank, trust company or other nominee should contact that nominee for instructions and assistance in delivering those Company Shares.

2. Signatures

• (a) This Letter of Transmittal must be completed, dated and signed by the registered holders of Company Shares or by such person’s duly authorized representative in accordance with Instruction# 4 below.

• (b) If this Letter of Transmittal is signed by the registered owner(s) of the Deposited Shares represented by the accompanying certificate(s) (if applicable), 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) without any change whatsoever, and the original certificate(s) need not be endorsed. If such transmitted certificate(s) and/or DRS Advice(s) is owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

• (c) If this Letter of Transmittal is signed by a person other than the registered owner(s) of the accompanying certificate(s) representing the Deposited Shares (if applicable):

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

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

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3. Guarantee of Signatures

• (a) If this Letter of Transmittal is signed by a person other than the registered owner(s) of the Deposited Shares, or if the Arrangement is not completed and the accompanying original certificate(s) (if applicable) is/are to be returned to a person other than such registered owner(s), or sent to an address other than the address of the registered owner(s) as shown on the registers of the Company’s transfer agent, or if the payment is to be issued in the name of a person other than the registered owner of the Deposited Shares or cheque sent to an address other than the address of the registered owner(s) as shown on the registers of the Company’s transfer agent, such signature(s) 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).

• (b) 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 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 or the United States, members of the Investment Industry Regulatory Organization of Canada, members of the Financial Industry Regulatory Authority, Inc. or banks and trust companies in the United States.

4. Fiduciaries, Representatives and Authorizations

If this Letter of Transmittal is executed by a person as an executor, administrator, trustee or guardian, or on behalf of a corporation, partnership or association or is executed by any other person acting in a representative capacity, this Letter of Transmittal must be accompanied by satisfactory evidence of authority to act. Both of the Company and the Depositary, in their respective discretion, may require additional evidence of authority or additional documentation.

5. Payment and Delivery Instructions

All instruments evidencing ownership to be issued in exchange for the Deposited Shares and cheques representing the Consideration will be issued in the name of the person indicated in Box B and delivered to the address indicated in Box B (unless Box D is completed, in which case such cash payment will be made by wire transfer in accordance with the instructions provided by the undersigned in Box D). Due to the COVID-19 outbreak, pick-up at the office of the Depositary where Deposited Shares were deposited may not be possible at the Effective Time. The Depositary will mail the Consideration payable to such Company Shareholder in accordance with the information provided in Box B. If Box B is not completed, any cheques representing the Consideration will be issued in the name of the registered holder of the Deposited Shares and mailed to the address of the registered holder of the Deposited Shares as it appears on the register of the Company’s transfer agent. Any cheques representing the Consideration mailed in accordance with this Letter of Transmittal will be deemed to be delivered at the time of mailing.

6. Lost Certificates

If a certificate representing Company Shares has been lost, destroyed or stolen, the registered holder of that certificate should immediately contact TSX Trust Company’s Investor Services department at 1 (866) 600-5869 or email TMXEInvestorServices@tmx.com. You will be required to complete and submit certain documentation, including an affidavit describing the loss to the Depositary and a bond satisfactory to the Purchaser and the Depositary (each acting reasonably) in such sum as the Purchaser may direct (acting reasonably), or otherwise indemnify the Purchaser and the Company in a manner satisfactory to Purchaser and the Company, each acting reasonably, against any claim that may be made against the Purchaser and the Company with respect to the certificate alleged to have been lost, stolen or destroyed,

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before you can receive any cash compensation for your Company Shares. This Letter of Transmittal should be completed as fully as possible and forwarded, together with a letter describing the loss, destruction or theft, to the Depositary.

7. Miscellaneous

• (a) If the space provided in this Letter of Transmittal is insufficient, the requested information should be set out on a separate list and attached to this Letter of Transmittal.

• (b) If Company 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 will be accepted.

• (d) Additional copies of the Information Circular and this Letter of Transmittal may be obtained from the Depositary at its address listed above. A copy of this the Information Circular and this Letter of Transmittal are also available on SEDAR (www.sedar.com) under the Company’s issuer profile.

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

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

• (g) The Company reserves the right, if it so elects, in its absolute discretion, to instruct the Depositary to waive any defect or irregularity contained in any Letter of Transmittal received by it. The granting of a waiver to one or more Company Shareholders does not constitute a waiver for any other Company Shareholders.

• (h) All payments will be made in Canadian dollars.

8. Requests for Assistance

The Depositary or your securities broker, financial institution, trustee, custodian or other nominee can assist you in completing this Letter of Transmittal (see the back page of this Letter of Transmittal for addresses and telephone numbers of the Depositary).

9. Correction of or Change in Name

For a correction of name or for a change in name which in either case does not involve a change in ownership, proceed as follows: (i) for a change of name by marriage, etc., the surrendered certificate(s) representing Deposited Shares should be endorsed, e.g., “Mary Doe, now by marriage Mrs. Mary Jones,” with the signature guaranteed by an Eligible Institution; and (ii) for a correction in name, the surrendered certificate(s) (if applicable) should be endorsed, e.g., “James E. Brown, incorrectly inscribed as J.E. Brown,” with the signature guaranteed by an Eligible Institution. See Instructions #2 and #3.

10. Late Delivery

Registered Shareholders must submit a properly completed Letter of Transmittal and original certificate(s) (if applicable) representing their Company Shares on or before the date that is six years after the Effective Date to avoid losing their entitlement to the Consideration to be paid under the Arrangement.

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11. Substitute Form W-9 — U.S. Shareholders

United States federal income tax law generally requires that if your Company Shares are accepted for payment, you or your assignee (in either case, the “ Payee ”) must timely provide the Purchaser with the Payee’s correct Taxpayer Identification Number (“ TIN ”), which, in the case of a Payee who is an individual, is the Payee’s social security number, and, in the case of an entity, is the Payee’s Employer Identification Number (“ EIN ”). If the Purchaser is not provided with the correct TIN or EIN, as applicable, or with an adequate basis for an exemption, the Payee may be subject to a penalty imposed by the IRS and backup withholding in an amount equal to 24% of the gross proceeds received pursuant to the offer. Backup withholding is not an additional tax. A Payee subject to the backup withholding rules will be allowed to credit the amount withheld against such Payee’s U.S. federal income tax liability, and, if backup withholding results in an overpayment of tax, such Payee may be entitled to a refund, provided the requisite information is correctly furnished to the IRS in a timely manner.

To prevent backup withholding, each Payee that is a U.S. person (as defined in the instructions to the enclosed IRS Form W-9) must timely provide such Payee’s correct TIN by properly completing the enclosed IRS Form W-9 (also available from the IRS website at http://www.irs.gov), certifying under penalties of perjury that (i) the TIN provided is correct, (ii) (a) the Payee is exempt from backup withholding, (b) the Payee has not been notified by the IRS that such Payee is subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified the Payee that such Payee is no longer subject to backup withholding, and (iii) the Payee is a U.S. citizen or other “United States Person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (including a U.S. resident alien).

If the Payee does not have a TIN, such Payee should consult the instructions to IRS Form W-9.

If the Company Shares are held in more than one name or are not in the name of the actual owner, consult the instructions on IRS Form W-9 for information regarding which TIN to report.

Certain Payees (including, among others, certain corporations and certain non-U.S. persons) are not subject to these backup withholding and reporting requirements. To prevent possible erroneous backup withholding, an exempt Payee who is a U.S. person should timely and properly complete the IRS Form W- 9. In order for a nonresident alien or foreign entity to qualify as exempt, such person must timely submit an appropriate and properly completed Form W-8BEN, W-8BEN-E, W-8ECI, W-8EXP or W-8IMY, as the case may be, signed under penalties of perjury attesting to such exempt status. Such forms and instructions may be obtained from the IRS at the website listed above.

Failure to comply with the backup withholding requirements, if done willfully, may also result in the imposition of criminal and/or civil fines and penalties. See IRS Form W-9 for additional information.

COMPANY SHAREHOLDERS ARE URGED TO CONSULT WITH THEIR TAX ADVISORS REGARDING THE APPLICABILITY AND REFUND OF BACKUP WITHHOLDING TAX AND OTHER TAX CONSIDERATIONS RELATING TO THE ARRANGEMENT.

12. Return of Certificates

If the Arrangement does not proceed for any reason, any original certificate(s) for Common Shares received by the Depositary will be returned to you forthwith at the address set forth above or, failing such address being specified, at your last address as it appears on the central securities register of the Company maintained by the transfer agent and registrar of the Company.

13. Privacy Notice

The Company Shareholder acknowledges that this Letter of Transmittal requires the Company Shareholder to provide certain personal information to the Company, the Purchaser and the Depositary.

12

The Company, the Purchaser and/or the Depositary are collecting such information for the purposes of completing the Arrangement, which includes, without limitation, determining the Company Shareholder’s eligibility to receive the Consideration as set forth under the terms of the Arrangement. The Company Shareholder’s personal information may be disclosed by or on behalf of the Company, the Purchaser and/or the Depositary to:

• (a) the Company, the Purchaser and the Depositary;

• (b) the Canada Revenue Agency; and

• (c) any of the other parties involved in the Arrangement, including legal counsel. By executing this Letter of Transmittal, the Company Shareholder is deemed to be consenting to the foregoing collection, use and disclosure of the Company Shareholder’s personal information.

The Depositary is committed to protecting personal information received from its clients. In the course of providing services to its clients, the Depositary receives certain non-public personal information. This information could include an individual’s name, address, social insurance number, securities holdings and other financial information. The Depositary uses this information for lawful purposes relating to its services. The Depositary has prepared a Privacy Code relating to information practices and privacy protection. It is available by writing to the Depositary at 301 - 100 Adelaide Street West, Toronto, Ontario M5H 4H1, Attention: Chief Compliance Officer. The Depositary will use the information provided on this form in order to process the Company Shareholder’s request and will treat the Company Shareholder’s signature(s) on this form as such Company Shareholder’s consent to the above.

14. Deadline to Deposit Funds

Any payment made by way of cheque by the Depositary pursuant to the Arrangement that has not been deposited or has been returned to the Depositary or that otherwise remains unclaimed, in each case on or before the sixth anniversary of the Effective Date, and any right or claim to payment under the Arrangement that remains outstanding on the sixth anniversary of the Effective Date, shall cease to represent a right or claim of any kind or nature and the right of the Company Shareholder to receive any consideration pursuant to the Arrangement shall terminate and be deemed to be surrendered and forfeited to the Purchaser or the Company, as applicable, for no consideration.

15. Time is of the Essence

Time is of the essence to submit this Letter of Transmittal.

If you need assistance in completing this Letter of Transmittal, please contact TSX Trust Company toll-free at 1 (866) 600-5869 or by email at TMXEInvestorServices@tmx.com, or contact your professional advisor.

IRS FORM W-9

(attached)

Note: Please review carefully Instruction# 11 regarding backup withholding before completing the IRS FORM W-9 on the following pages.

13

==> picture [542 x 278] intentionally omitted <==

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

Form W-9 Request for Taxpayer Give Form to the
(Rev. October 2018) 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.
1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank.
2 Business name/disregarded entity name, if different from above
3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the 4 Exemptions (codes apply only to
following seven boxes. certain entities, not individuals; see
instructions on page 3):
Individual/sole proprietor or C Corporation S Corporation Partnership Trust/estate
single-member LLC Exempt payee code (if any)
Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) [▶]
Note: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check Exemption from FATCA reporting
LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is
another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-member LLC that code (if any)
is disregarded from the owner should check the appropriate box for the tax classification of its owner.
Other (see instructions) [▶] (Applies to accounts maintained outside the U.S.)
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)
on page 3.
Print or type. Specific Instructions
See
----- End of picture text -----

Part I Taxpayer Identification Number (TIN)

Part I Taxpayer Identification Number(TIN)
Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to 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_	Social security number
				–			–
_TIN,_later. or
Note:If the account is in more than one name, see the instructions for line 1. Also see_What Name and_ _Number To Give the Requester_for guidelines on whose number to enter.	Employer identification number
			–

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

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

Future developments . For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9.

Purpose of Form

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

• Form 1099-INT (interest earned or paid)

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

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

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

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

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

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

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

Form W-9 (Rev. 10-2018)

Cat. No. 10231X

Page 2

Form W-9 (Rev. 10-2018)

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),

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

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

3. 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).

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

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

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

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

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

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

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

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

1. The treaty country. Generally, this must be the same treaty under

which you claimed exemption from tax as a nonresident alien.

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 his or her 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 his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

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

Backup Withholding

What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 24% of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt 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 under 4 above (for reportable interest and dividend accounts opened after 1983 only).

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

Also see Special rules for partnerships, earlier.

What is FATCA Reporting?

The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all United States account holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code, 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 no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account; for example, if the grantor of a grantor trust dies.

Penalties

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

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

Page 3

Form W-9 (Rev. 10-2018)

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.

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

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

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

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

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

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

Line 2

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

Line 3

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

	Page3
IF the entity/person on line 1 is a(n) . . .	THEN check the box for . . .
• Corporation	Corporation
• Individual • Sole proprietorship, or • Single-member limited liability company (LLC) owned by an individual and disregarded for U.S. federal tax purposes.	Individual/sole proprietor or single- member LLC
• LLC treated as a partnership for U.S. federal tax purposes, • LLC that has filed Form 8832 or 2553 to be taxed as a corporation, or • LLC that is disregarded as an entity separate from its owner but the owner is another LLC that is not disregarded for U.S. federal tax purposes.	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 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 in line 4.

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

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

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

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

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 possession

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

8—A real estate investment trust

9—An entity registered at all times during the tax year under the Investment Company Act of 1940

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

11—A financial institution

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

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

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Form W-9 (Rev. 10-2018)

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 and patronage dividends	Exempt payees 1 through 4
Payments over $600 required to be reported and direct sales over $5,0001	Generally, exempt payees 1 through 52
Payments made in settlement of payment card or third party network transactions	Exempt payees 1 through 4

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

2 However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency.

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

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

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

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

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

E—A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1(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, write 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 individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.

If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN.

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). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN.

Note: See 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 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/Businesses and clicking on Employer Identification Number (EIN) under Starting a Business. 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 SS-4 mailed to you within 10 business days.

If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

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

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

Part II. Certification

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

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Form W-9 (Rev. 10-2018)

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

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 Form 1099 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 minor 2 The grantor-trustee 1 The actual owner 1 The owner 3 The grantor*
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	The owner Legal entity 4 The corporation The organization
12. Partnership or multi-member LLC 13. A broker or registered nominee	The partnership The broker or nominee

	Page5
For this type of account:	Give name and EIN of:
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 under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulations section 1.671-4(b)(2)(i)(B))	The public entity The trust

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

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

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

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

Note:* The grantor also must provide a Form W-9 to trustee of trust. Note:** If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Secure Your Tax Records From Identity Theft

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

To reduce your risk:

• Protect your SSN,

• Ensure your employer is protecting your SSN, and

• Be careful when choosing a tax preparer.

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

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

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

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 1-877-777-4778 or TTY/TDD 1-800-829-4059.

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

1. Partnership or multi-member LLC The partnership 13. A broker or registered nominee The broker or nominee

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Form W-9 (Rev. 10-2018)

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 1-800-366-4484. 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.

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

Privacy Act Notice

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

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The Depositary is:

TSX TRUST COMPANY

By Registered Mail, Mail, or Courier

Toronto 100 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 4H1 Attention: Corporate Actions

Inquiries

North American Toll Free: 1-866-600-5869 Facsimile: 416-361-0470 E-Mail: TMXInvestorServices@tmx.com

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