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Storm Resources Ltd. — Merger & Acquisition 2021
Nov 20, 2021
46632_rns_2021-11-19_2ead5a12-eb62-46bf-9c11-789bec35e6cd.pdf
Merger & Acquisition
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THIS LETTER OF TRANSMITTAL IS FOR USE IN CONNECTION WITH THE PLAN OF ARRANGEMENT INVOLVING STORM RESOURCES LTD. AND CANADIAN NATURAL RESOURCES LIMITED.
THIS LETTER OF TRANSMITTAL MUST BE VALIDLY COMPLETED, DULY EXECUTED AND RETURNED TO THE DEPOSITARY, ALLIANCE 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 (the " Company Shares ") in the capital of Storm Resources Ltd. (the " Company ") in connection with the proposed plan of arrangement (the " Arrangement ") under the provisions of Section 193 of the Business Corporations Act (Alberta) involving the acquisition of all of the outstanding Company Shares by Canadian Natural Resources Limited (the " Purchaser ") pursuant to an arrangement agreement between the Company and the Purchaser dated November 9, 2021 (the " Arrangement Agreement "), all as described in the notice of special meeting of shareholders and optionholders, and the management information circular (the " Information Circular ") of the Company dated November 19, 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 registered in the name of a broker, investment dealer, bank, trust company or other intermediary (each, an " intermediary ") on their behalf (the " Beneficial Shareholders ", and collectively with the Registered Shareholders, the " 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, Shareholders will be entitled to receive, in exchange for each Company Share held, CAD$6.28 in cash, without interest (the " Consideration "). Notwithstanding the foregoing, in accordance with the Arrangement, the Company, the Purchaser or Alliance Trust Company, as depositary (the " Depositary "), shall be entitled to deduct or withhold from any amount payable to any Shareholder such amounts as the Company, the Purchaser or the Depositary, as applicable, determines, acting reasonably, are required 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 Applicable Laws.
In order for Registered Shareholders to receive the Consideration for their Company Shares, Registered Shareholders are required to deposit the original certificate(s) or direct registration system advices (each a " DRS Advice ") representing the Company Shares held by them, 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 accompany all original certificate(s) or DRS Advice(s) 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
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constitute receipt of payment by persons depositing Company Shares. It is requested that Registered Shareholders enclose any DRS Advice(s) representing their Company Shares with this Letter of Transmittal .
If you are a U.S. Shareholder (as defined below in Box "E"), you must complete a Form W-9, or the applicable Form W-8. See Instruction #12.
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 address 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 #4 and #11.
At the Effective Time, whether or not Registered Shareholders deliver this Letter of Transmittal, the original certificate(s) or DRS Advice(s) representing Company Shares and all other required documentation to the Depositary, Registered Shareholders will cease to be Shareholders.
Registered Shareholders who do not deliver their original certificate(s) or DRS Advice(s) representing Company Shares and all other required documents to the Depositary on or before the last Business Day prior to the third anniversary of the Effective Date will lose their right to receive any Consideration for their Company Shares.
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LETTER OF TRANSMITTAL
TO: Storm Resources Ltd., Canadian Natural Resources Limited and Alliance Trust Company
DEPOSIT OF COMPANY SHARES
The undersigned certifies that the undersigned has read the instructions set out herein before completing and executing 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) or DRS Advice(s) representing Company Shares, details of which are as follows: ( Please print or type )
DESCRIPTION OF COMPANY SHARE CERTIFICATES DEPOSITED
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Certificate Name in which Company Shares are Registered Number of Company
Number(s) (Please fill in exactly as name(s) appear on Shares Represented
certificate(s) or DRS Advice(s)) by Certificate(s) or
DRS Advice(s)
TOTAL:
(If space is not sufficient, please attach a list in the above form.)
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Some or all of my original Company Share certificates have been lost, stolen or destroyed. Please review Instruction #7 for the procedure to replace lost or destroyed certificates. (Check box if applicable) .
- Some or all of my Company Shares are represented by DRS Advice(s). Please indicate in the box above under Certificate Number – "DRS Advice" and complete the Letter of Transmittal and send to the Depositary as noted on the last page of the Letter of Transmittal.
It is understood that, upon receipt of this Letter of Transmittal validly completed and duly signed, the original certificate(s) or DRS Advice(s) representing the Company Shares deposited herewith (the " Deposited Shares ") and any other required documentation, and following the Effective Date, the Depositary will send to the undersigned, in accordance with the delivery instructions provided in Box "B", a cheque representing the Consideration.
Any certificate formerly representing Company Shares that is not deposited, together with all other documents required hereunder, on or before the last Business Day prior to the third anniversary of the Effective Date and any right or claim to receive the Consideration that remains outstanding on such day shall cease to represent a claim by or interest of any former Shareholder of any kind or nature against the Company or the Purchaser. On such date, all consideration and other property to which such former Shareholder was entitled shall be deemed to have been surrendered and forfeited to the Purchaser for no consideration.
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AUTHORIZATION
The undersigned registered holder(s) of the above listed Deposited Shares hereby:
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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 rights represented by the above mentioned certificates 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 original certificate(s) or DRS Advice(s) representing the Deposited Shares and that, when the Consideration is delivered, none of the Company, the Purchaser or the Depositary or any their respective affiliates or successors will be subject to any adverse claim in respect of such Deposited Shares; and (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;
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represents and warrants that the surrender of the undersigned's Deposited Shares complies with applicable laws and that the information provided herein is true, accurate and complete as of the date hereof;
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acknowledges receipt of the Information Circular;
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acknowledges that the covenants, representations and warranties of the undersigned contained herein shall survive the completion of the Arrangement;
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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;
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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;
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acknowledges that the Company and/or the Purchaser 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;
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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, as applicable, any heirs, personal representatives, successors and assigns of the undersigned; and
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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.
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 as the lawful attorney of the undersigned,
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with full power of substitution to deliver the original certificate(s) or DRS Advice(s) representing the Deposited Shares pursuant to the Arrangement and to effect the transfer of the Deposited Shares on the books of the Company.
Following completion of the Arrangement, the undersigned hereby directs and instructs the Depositary to issue or to cause to be issued the cheque representing the Consideration for the Deposited Shares promptly after the Effective Time and to mail such cheque by first-class mail postage prepaid, to the undersigned in accordance with instructions given herein. If no address is provided by the undersigned in this Letter of Transmittal, the undersigned acknowledges and agrees that a cheque will be forwarded to the last address of the undersigned as it appears on the register of the Company maintained by the Depositary.
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 cont rat 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) or DRS Advice(s) 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 Depositary.
It is acknowledged and understood that the undersigned will not receive payment in respect of the Deposited Shares until the original certificate(s) or DRS Advice(s) representing the Deposited Shares owned by the undersigned are received by the Depositary at one of the addresses set forth below, together with 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. 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) or DRS Advice(s) described above are enclosed and the Registered Shareholder irrevocably deposits the abovementioned original certificate(s) or DRS Advice(s) for the Deposited Shares in exchange for the Consideration to which such holder is entitled pursuant to the Arrangement. The Registered Shareholder transmits the original certificate(s) or DRS Advice(s) described above representing the Deposited Shares to be dealt with in accordance with this Letter of Transmittal. 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.
This Letter of Transmittal will be construed in accordance with and governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein. The Registered Shareholder covered by this Letter of Transmittal irrevocably attorns and submits to the exclusive jurisdiction of the Alberta courts situated in the City of Calgary, and waives objection to the venue of any proceedings in such court or that such court provides an inconvenient forum.
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PLEASE COMPLETE BOX "A" AND BOX "B". SEE INSTRUCTION #6 BELOW.
| BOX "A" ISSUE IN THE NAME OF: (to be completed by all Registered Shareholders) (please print or type) (Name) (Street Address and Number (City and Province or State) (Country and Postal (or Zip) Code) (Telephone – Business Hours) (Tax Identification, Social Insurance or Social Security Number) |
BOX "B" SEND CHEQUE TO: (please print or type) (Name) (Street Address and Number) (City and Province or State) (Country and Postal (or Zip) Code) |
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| BOX "C" SIGNATURE GUARANTEE Signature guaranteed by: (if required under Instruction #1) Authorized Signature of Guarantor Name of Guarantor(please print or type) Address of Guarantor(please print or type) Area Code and Telephone Number(please print or type) |
BOX "D" SIGNATURE (to be completed by all Registered Shareholders) Date: Signature of Registered Shareholder or Authorized Representative(See Instruction #4) Name of Registered Shareholder(please print or type) Taxpayer Identification, Social Insurance or Social Security Number of Registered Shareholder(please print or type) Name of Authorized Representative, if applicable (please print or type) Daytime telephone number of Registered Shareholder or Authorized Representative |
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BOX "E"
Indicate whether you are a U.S. shareholder (as defined below) or are acting on behalf of a U.S. Shareholder (to be completed by all Registered Shareholders – please check the appropriate box) The owner signing below represents that it is not a US. Shareholder and is not acting on behalf of a U.S. Shareholder OR The owner signing below represents that it is a U.S. Shareholder or is acting on behalf of a US. Shareholder A "U.S. Shareholder" is any Registered Shareholder that is either (i) providing an address in Box "A" that is located within the United States or any territory or possession thereof, or (ii) a "U.S. person" for United States federal income tax purposes as defined in Instruction #12 below. If you are a U.S. person or are 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 Form W-9 included below or otherwise provide certification that the U.S. person is exempt from backup withholding, as provided in the instructions (See Instruction #12). 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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INSTRUCTIONS
1. Guarantee of Signatures
If this Letter of Transmittal is signed by a person other than the registered owner(s) of the Deposited Shares, or if Deposited Shares not purchased 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 register of the Company, or if the payment is to be issued in the name of a person other than the registered owner of the Deposited Shares, 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). See also Instruction #4.
An " Eligible Institution " means a Canadian Schedule I chartered bank, a member of the Securities Transfer Association Medallion Program (STAMP), a member of the Stock Exchange Medallion Program (SEMP) or a member of the New York Stock Exchange Inc. Medallion Signature Program (MSP). Members of these programs are usually members of a recognized stock exchange in Canada and the United States, members of the Investment Industry Regulatory Organization of Canada, members of the Financial Industry Regulatory Authority or banks and trust companies in the United States.
2. Delivery of Letter of Transmittal and Original Certificates
This Letter of Transmittal is to be completed by the holder of the certificate(s) or DRS Advice(s) representing Deposited Shares submitted with this Letter of Transmittal. Original certificate(s) of all physically delivered Deposited Shares, as well as a properly completed and duly executed Letter of Transmittal in the appropriate form, should be received by the Depositary at the address set forth on the last page hereof in order to facilitate prompt delivery of the Consideration commencing on or after the Effective Date. It is requested that Registered Shareholders enclose any DRS Advice representing their Company Shares with this Letter of Transmittal. The method of delivery of the original certificate(s) or DRS Advice(s) representing Deposited Shares is at the option and risk of the person transmitting the certificate(s) or DRS Advice(s). The Company and the Purchaser recommend that these documents be delivered to the Depositary by registered mail with proper insurance and an acknowledgment of receipt requested. Delivery of these documents will be deemed effective only when such documents are actually received.
3. Inadequate Space
If the space provided in this Letter of Transmittal is inadequate, the certificate number(s), and the number of Deposited Shares represented by the certificate(s) or DRS Advice(s) should be listed on a separate list attached to this Letter of Transmittal, which separate list must be signed by the Registered Shareholder.
4. Signatures on Letter of Transmittal, Powers and Endorsements
If this Letter of Transmittal is signed by the registered owner of the Deposited Share certificate(s) or DRS Advice(s) transmitted by this Letter of Transmittal, the signature(s) must correspond with the name(s) as written on the face of the certificate(s) or DRS Advice(s) without alteration, enlargement or any change whatsoever. If any of the Deposited Shares transmitted by this Letter of Transmittal are held of record by two or more joint owners, all the owners must sign this Letter of Transmittal. If any transmitted Deposited Shares are registered in different names on several certificates or DRS Advice(s), it will be necessary to complete, sign and submit as many separate Letters of Transmittal (or other required forms) as there are different registrations or certificates. If this Letter of Transmittal or any certificates or powers are signed by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or any other person acting in a fiduciary or representative capacity, those persons should so indicate when signing, and proper evidence satisfactory to the Depositary of their authority to act should be submitted. If this Letter of Transmittal is signed by the registered owner(s) evidenced by the certificate(s) or DRS Advice(s) listed and submitted with this Letter of Transmittal, no endorsements of certificates or separate powers are required unless the cheque(s) are to be issued to a person other than the registered owner(s). Signatures on such endorsements or powers must be guaranteed in the manner specified in Instruction #1. If this Letter of Transmittal is signed by a person other than the registered owner(s) evidenced by the certificate(s) or DRS Advice(s) listed and submitted by this Letter of Transmittal, such original deposited certificate(s) or DRS Advice(s) must be endorsed or accompanied by appropriate
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share transfer or stock transfer powers, duly and properly completed by the registered owner(s). Signatures on such endorsements or powers must be guaranteed in the manner specified in Instruction #1.
5. Fiduciaries, Representations and Authorizations
Where this Letter of Transmittal or any share transfer power(s) of attorney are 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, such person should so indicate when signing and, this Letter of Transmittal must be accompanied by satisfactory evidence of authority to act. Either the Purchaser or the Depositary, at its discretion, may require additional evidence of authority or additional documentation.
6. Payment and Delivery Instructions
The cheque representing the Consideration to be delivered in exchange for the Deposited Shares will be issued in the name of the person indicated in Box "A" and delivered to the address indicated in Box "B". If Box "A" is not completed, the cheque representing the Consideration issued in exchange for the Deposited Shares will be issued in the name of the registered holder of the Deposited Shares as it appears on the register of the Company maintained by the Depositary. If Box "B" is not completed, the cheque representing the Consideration issued in exchange for the Deposited Shares will be mailed to the address of the registered holder of the Deposited Shares as it appears on the register of the Company maintained by the Depositary. Any cheque mailed in accordance with this Letter of Transmittal will be deemed to be delivered at the time of mailing.
7. Lost, Destroyed and Stolen Certificates
In the event any certificate has been lost, stolen or destroyed, upon satisfying such reasonable requirements as may be imposed by the Purchaser and the Depositary in relation to the issuance of replacement share certificates, the Depositary will issue and deliver the Consideration in exchange for such lost, stolen or destroyed certificate. The Shareholder who is entitled to receive the Consideration shall, as a condition precedent to the receipt thereof, give a bond satisfactory to each of the Purchaser and the Depositary in such form as is satisfactory to the Purchaser and the Depositary (each acting reasonably), or shall otherwise indemnify the Company, the Purchaser and the Depositary, to the reasonable satisfaction of such parties, against any claim that may be made against any of them with respect to the certificate alleged to have been lost, stolen or destroyed.
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 the address and telephone numbers of the Depositary).
9. Late Delivery
Registered Shareholders must submit a properly completed Letter of Transmittal and original certificate(s) or DRS Advice(s) on or before the last Business Day prior to the third anniversary of the Effective Date to avoid losing their entitlement to the Consideration to be paid under the Arrangement.
10. Return of Certificates
If the Arrangement does not proceed for any reason, any original certificate(s) or DRS Advice(s) for Deposited Shares received by the Depositary will be returned to you forthwith in accordance with your delivery instructions in Box "B", as applicable or, failing such address being specified, to the Registered Shareholder at the last address of the Registered Shareholder as it appears on the register of the Company maintained by the Depositary.
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11. Miscellaneous
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(a) If Deposited Shares are registered in different forms (e.g. "Joe Doe" and "J. Doe"), a separate Letter of Transmittal should be signed for each different registration.
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(b) No alternative, conditional or contingent deposits will be accepted. All Registered Shareholders, by execution of this Letter of Transmittal, waive any right to receive any notice of acceptance of Deposited Shares for payment.
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(c) Before completing this Letter of Transmittal, Registered Shareholders are urged to read the Information Circular.
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(d) Additional copies of this Letter of Transmittal may be obtained from the Depositary at its office at the address specified on the last page hereof. This Letter of Transmittal is also available on the SEDAR website at www.sedar.com under the Company's profile.
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(e) The Purchaser 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.
12. U.S. Federal Income Tax and Backup Withholding – Form W-9 Instructions
The following does not constitute a summary of the tax consequences of the Arrangement and Registered Shareholders should review the discussion in the Information Circular under the heading " Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada " and consult with their own tax advisors regarding the tax consequences of the Arrangement.
Each U.S. Shareholder is required to provide the Depositary with a correct Taxpayer Identification Number (" TIN ") on the Form W-9 which is provided above, and to certify whether such holder is subject to backup withholding of federal income tax. Failure to provide the information in the Form W-9 may subject a U.S. Shareholder to penalties imposed by the IRS and 24% federal income tax withholding on any consideration subject to tax due to such holder in connection with the Arrangement. Backup withholding is not an additional tax. Rather, the U.S. federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained by the holder from the IRS, provided that the required information is timely furnished to the IRS. The Depositary cannot refund amounts withheld by reason of backup withholding. Failure to provide a correct TIN may result in additional fines. More serious penalties may be imposed for providing false information which, if wilfully done, may result in fines and/or imprisonment.
You are a " U.S. person " if you are (a) an individual citizen or resident alien of the United States as determined for U.S. federal income tax purposes; (b) a corporation (including an entity taxable as a corporation) or partnership created or organized in the United States or under the laws of the United States or any state or the District of Columbia; (c) an estate the income of which is subject to United States federal income tax regardless of its source; or (d) a trust if: (i) a court within the United States is able to exercise primary jurisdiction over its administration and one or more U.S. persons have the authority to control all substantial decisions of the trust; or (ii) that has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person.
Exempt holders are not subject to backup withholding requirements. To prevent possible erroneous backup withholding, an exempt holder must enter its correct TIN or Employer Identification Number in the Form W-9 and sign and date the form.
If the Form W-9 is not applicable to a holder because such holder is not a U.S. person, but such holder provides an address that is located within the United States, such holder will instead need to submit an appropriate and properly completed IRS Form W-8 Certificate of Foreign Status, signed under penalty of perjury to avoid U.S. federal backup withholding. An appropriate IRS Form W-8 (W-8BEN, W-8BEN-E, W-8ECI or other form) may be obtained at http://www.irs.gov.
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A U.S. SHAREHOLDER WHO FAILS TO PROPERLY COMPLETE THE FORM W-9 SET OUT IN THIS LETTER OF TRANSMITTAL OR THE APPROPRIATE FORM W-8 MAY BE SUBJECT TO PENALTIES IMPOSED BY THE IRS AND BACKUP WITHHOLDING OF 24% OF THE GROSS PROCEEDS OF ANY PAYMENTS OR TRANSFERS MADE TO SUCH HOLDER PURSUANT TO THE ARRANGEMENT. BACKUP WITHHOLDING IS NOT AN ADDITIONAL TAX. RATHER, THE TAX LIABILITY OF PERSONS SUBJECT TO BACKUP WITHHOLDING WILL BE REDUCED BY THE AMOUNT OF TAX WITHHELD. IF WITHHOLDING RESULTS IN AN OVERPAYMENT OF TAXES, A REFUND MAY BE OBTAINED BY TIMELY FILING A CLAIM FOR REFUND WITH THE IRS. THE DEPOSITARY CANNOT REFUND AMOUNTS WITHHELD BY REASON OF BACKUP WITHHOLDING.
EACH HOLDER OF COMPANY SHARES IS URGED TO CONSULT HIS, HER OR ITS OWN TAX ADVISOR TO DETERMINE WHETHER SUCH HOLDER IS REQUIRED TO FURNISH A FORM W-9 OR THE APPROPRIATE FORM W-8 OR IS EXEMPT FROM BACKUP WITHHOLDING AND INFORMATION REPORTING.
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The Depositary is: ALLIANCE TRUST COMPANY
By Registered Mail, Mail, or Courier
Alliance Trust Company 1010, 407 - 2nd Street S.W. Calgary, Alberta, T2P 2Y3 Attention: Securities Department Telephone: 403-237-6111 Toll Free: 877-537-6111 E-mail: [email protected]
Any questions or requests for assistance may be directed by Shareholders to Alliance Trust Company at the telephone number set out above. You may also contact your broker, investment dealer, commercial bank, trust company manager, bank manager, lawyer or other professional advisor for assistance concerning the completion of this Letter of Transmittal.