LETTER OF TRANSMITTAL FOR REGISTERED HOLDERS OF COMMON SHARES, OPTIONS AND WARRANTS OF MASON RESOURCES CORP. pursuant to its proposed plan of

Transcription

1 LETTER OF TRANSMITTAL FOR REGISTERED HOLDERS OF COMMON SHARES, OPTIONS AND WARRANTS OF MASON RESOURCES CORP. pursuant to its proposed plan of arrangement This Letter of Transmittal is important and requires your immediate attention. This Letter of Transmittal must be completed and submitted by all registered holders of common shares ( Common Shares ), stock options ( Options ) and Common Share purchase warrants ( Warrants, and together with the Common Shares, and the Options, Securities ) of Mason Resources Corp. (the Company ) holding physical certificates. Such securityholders must forward a properly completed and signed Letter of Transmittal and certificate(s) representing their Common Shares, Options and/or Warrants and all other required documents to Computershare Trust Company of Canada (the Depositary ) in order to receive the consideration to which they are entitled under the Arrangement (as defined herein). Securityholders whose Common Shares and/or Warrants are registered in the name of a broker, investment dealer, bank, trust company or other nominee should not complete this Letter of Transmittal but should contact that nominee for instructions and assistance in delivering those Common Shares and/or Warrants. This Letter of Transmittal is for use by registered holders of Common Shares ( Shareholders ), holders of Options ( Optionholders ) and registered holders of Warrants (together with the Shareholders and Optionholders, Securityholders ) in connection with the proposed plan of arrangement (the Arrangement ) pursuant to Division 5 of Part 9 of the Business Corporations Act (British Columbia) involving the Company, Hudbay Minerals Inc. (the Purchaser ) and the holders of Securities. The Arrangement is described in the Notice of Meeting and Management Information Circular of the Company dated November 19, 2018 (as it may be amended or supplemented, the Circular ) accompanying this Letter of Transmittal, and will be completed pursuant to an arrangement agreement between the Company and the Purchaser dated as of October 31, 2018 (the Arrangement Agreement ), a copy of which is available at under the Company s profile. A summary of the provisions of the Arrangement Agreement is included in the Circular. The terms and conditions of the Arrangement are incorporated by reference in this Letter of Transmittal. Capitalized terms used, but not defined in this Letter of Transmittal shall have the meanings given to them in the Circular. You are encouraged to carefully review the Circular in its entirety. The Arrangement is subject to, among other things, the approval of the Shareholders (other than the Purchaser and its affiliates) at a special meeting (the Meeting ) scheduled to be held on December 17, 2018 (as may be postponed or adjourned), and, if approved, the Arrangement is currently expected to be completed on December 19, Securityholders should refer to the Circular for more information regarding the expected timing for completion of the Arrangement. Upon completion of the Arrangement, among other things, the following will occur: (a) the Purchaser will acquire all of the issued and outstanding Common Shares (other than Common Shares held by the Purchaser, its affiliates or by dissenting Shareholders) in exchange for consideration of $0.40 in cash for each Common Share held (the Share Consideration ); (b) the Company will acquire all of the issued and outstanding Options for cancellation in exchange

2 for consideration of $0.40 in cash for each Option held, less the exercise price for such Option (the Option Consideration ); and (c) the Company will acquire all of the issued and outstanding Warrants for cancellation in exchange for a cash payment of $0.17 for each Warrant held (together with the Share Consideration and the Option Consideration, the Consideration ), in each case, subject to, for greater certainty, applicable withholdings. In order to receive such Consideration, this Letter of Transmittal, properly completed and duly executed, together with any other documents as may be required, must accompany all certificates representing Common Shares, Options and/or Warrants deposited pursuant to the Arrangement. If Securities are registered in different names, a separate Letter of Transmittal must be submitted for each different registered owner. Such materials should be delivered in person or by courier or sent by registered mail to the Depositary at the following address: By Mail Computershare Trust Company of Canada P.O. Box Adelaide St. E Toronto, ON, M5C 3H2 Attention: Corporate Actions By Hand or by Courier: Computershare Trust Company of Canada 100 University Ave. 8 th Floor Toronto, ON, M5J 2Y1 Delivery of this Letter of Transmittal to any address other than as set forth above will not constitute a valid delivery. PLEASE CAREFULLY READ THE CIRCULAR AND THE INSTRUCTIONS SET OUT BELOW BEFORE COMPLETING THIS LETTER OF TRANSMITTAL. In particular, all Securityholders should review the commentary under the heading Certain Canadian Federal Income Tax Considerations in the Circular. SECURITYHOLDERS WHO DO NOT FORWARD A PROPERLY COMPLETED AND SIGNED LETTER OF TRANSMITTAL AND CERTIFICATES REPRESENTING THEIR COMMON SHARES, OPTIONS AND/OR WARRANTS TO THE DEPOSITARY ON OR PRIOR TO THE FIFTH ANNIVERSARY OF THE EFFECTIVE DATE OF THE ARRANGEMENT WILL FORFEIT ALL ENTITLEMENT TO ANY CONSIDERATION UNDER THE ARRANGEMENT. ON SUCH DATE, ALL CONSIDERATION TO WHICH SUCH FORMER SECURITYHOLDERS WERE OTHERWISE ENTITLED WILL BE DEEMED TO HAVE BEEN SURRENDERED FOR NO CONSIDERATION TO THE PURCHASER. A Securityholder may withdraw his, her or its Letter of Transmittal by a written notice received by the Depositary at any time prior to the Effective Date (as defined in the Circular). Please note that the delivery of this Letter of Transmittal does NOT constitute a vote in favour of the Arrangement Resolution (as defined in the Circular) or any other matters to be considered at the Meeting. To exercise your right to vote at the Meeting, you must complete and return the form of proxy accompanying the Circular to Computershare Investor Services Inc., 100 University Avenue, 8 th Floor, Toronto, Ontario, M5J 2Y1, Attention: Proxy Department by telephone at (North America) or (International), by fax at (North America) or (International), or accessing the following website at and entering the control number set out on the proxy form by 10:30 a.m. (Vancouver time) on December 13, 2018, or in the event the Meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time set for any reconvened or postponed Meeting. See General Proxy Matters Appointment of Proxyholder in the Circular. If you need assistance in completing this Letter of Transmittal, please contact the Depositary toll-free at or contact your professional advisor. 2

3 TO: AND TO: AND TO: COMPUTERSHARE TRUST COMPANY OF CANADA MASON RESOURCES CORP. HUDBAY MINERALS INC. The undersigned hereby deposits with you in connection with the Arrangement, the following certificate(s) representing Common Shares, Options and/or Warrants, details of which are as follows: Certificate Number(s) (if available) and Exercise Price (if available) Name and Address of Registered Securityholder (please print) Type of Security Deposited (please check one) Common Shares Options Warrants Number of Securities Deposited Notes: (1) If space is insufficient, please attach a separate schedule to this Letter of Transmittal. (2) The total of the numbers filled in above must equal the total number of Securities represented by the Common Share, Option and/or Warrant certificate(s) enclosed with this Letter of Transmittal. TO BE COMPLETED BY ALL SECURITYHOLDERS BY SELECTING ONE BOX BELOW Indicate whether you are a U.S. Securityholder (as defined below) or are acting on behalf of a U.S. Securityholder. The owner signing below represents that it is not a U.S. Securityholder and is not acting on behalf of a U.S. Securityholder; OR The owner signing below represents that it is a U.S. Securityholder or is acting on behalf of a U.S. Securityholder. A U.S. Securityholder is any Securityholder that is either (i) providing an address for delivery herein 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 Section 7. 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 completed Form W-9 included below or otherwise provide certification establishes that you are exempt from backup withholding, as provided in the instructions. If you are not a U.S. Securityholder as defined in (ii) above, but you are a U.S. Securityholder as described in (i) above, you must complete an appropriate Form W-8 to be exempt from backup withholding. 3

4 BOX A ENTITLEMENT DELIVERY All Consideration will be issued and mailed to your existing registration unless otherwise stated. If you would like your Consideration issued to a different name or address, please complete BOX B and refer to INSTRUCTIONS 2 & 3 BOX B ISSUE PAYMENT IN THE NAME OF*: CHECK BOX IF SAME AS EXISTING REGISTRATION (DEFAULT) (NAME) MAIL CHEQUE TO ADDRESS ON RECORD (DEFAULT) (STREET NUMBER & NAME) MAIL CHEQUE TO A DIFFERENT ADDRESS (MUST COMPLETE BOX B) HOLD CHEQUE FOR PICKUP AT COMPUTERSHARE OFFICE (CHECK LOCATION) TORONTO MONTREAL VANCOUVER CALGARY SEE INSTRUCTION SECTION 9 FOR OFFICE ADDRESSES DELIVER FUNDS VIA WIRE* (COMPLETE BOX D) (CITY AND PROVINCE/STATE) (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 INSTRUCTION SECTION 2 & 3) BOX C CURRENCY ELECTION ALL CASH PAYMENTS WILL BE ISSUED IN CANADIAN DOLLARS UNLESS OTHERWISE ELECTED BELOW Issue my Consideration in United States Dollars By electing to receive payment in another currency, the undersigned acknowledges that (a) the exchange rate used will be the rate established by the Depositary, in its capacity as foreign exchange service provider to the Company, on the date the funds are converted; (b) the risk of any fluctuation in such rate will be borne by the undersigned; and (c) the Depositary may earn commercially reasonable spread between its exchange rate and the rate used by any counterparty from which it purchases the elected currency. Failure to make an election will result in the Consideration being paid in Canadian Dollars. 4

5 BOX D WIRE PAYMENT* *PLEASE NOTE THAT THERE IS A $50 BANKING FEE ON WIRE PAYMENTS. ALTERNATIVELY, CHEQUE PAYMENTS ARE ISSUED AT NO ADDITIONAL COST *IF WIRE DETAILS ARE INCORRECT OR INCOMPLETE, THE DEPOSITARY 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 address and phone number in the event that we need to contact you for corrective measures: ADDRESS: PHONE NUMBER: **Beneficiary Name(s) that appears on the account at your financial institution this MUST be the same name and address that your shares are registered to **Beneficiary Address **Province/State **Postal Code/Zip Code **Beneficiary Bank/Financial Institution **Bank Address **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 Number Transit/Routing Number SWIFT Code ABA (US) IBAN Number (Europe) Sort Code (GBP) BSB Number BIC Number Additional Notes and special routing instructions: ** Mandatory fields 5

6 Date Signature of Securityholder or authorized representative Name of authorized representative (please print) Signature of any joint holder Name of joint holder (please print) Signature Guaranteed By: (if required under Instruction 3 set out below) Authorized signature Name of guarantor (please print) 6

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13 YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE APPLIED FOR IN THE SPACE FOR THE SOCIAL SECURITY OR TAXPAYER IDENTIFICATION NUMBER IN PART I OF FORM W-9 ABOVE. CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a taxpayer identification number has not been issued to me and either: (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate IRS Centre or Social Security Administration Office; or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number within 60 days, 24% of all reportable Consideration to be delivered to me thereafter may be withheld until I provide a number. (Signature of Securityholder) (Date) 13

14 REPRESENTATIONS AND WARRANTIES By completing and signing this Letter of Transmittal, the registered Securityholder completing this Letter of Transmittal (the Signatory ) represents, warrants, agrees, instructs and acknowledges as follows: 1. It is understood that upon receipt of this Letter of Transmittal, the certificates representing Common Shares, Options and/or Warrants transmitted herewith and any other required documentation, following the Effective Date, the Depositary or its agent will send to the Signatory a wire payment or a cheque for the applicable Consideration, or hold same for pick-up, in accordance with instructions given above, subject to, for greater certainty, applicable withholdings, payable to the Signatory under the Arrangement for the Common Shares, Options and/or Warrants transmitted herewith. The wire payment or cheque will be made payable to the name (and at the address) of the registered holder of Common Shares, Options and/or Warrants specified in the above form. 2. The Signatory covenants, represents and warrants to the Company, the Purchaser and the Depositary that: (i) the Signatory is the registered owner of the Securities being transmitted and has good title to the rights represented by the above mentioned certificates, (ii) such Securities will be transferred by the Signatory free and clear of all mortgages, liens, charges, encumbrances, security interests and adverse claims, (iii) the Signatory has full power and authority to execute and deliver this Letter of Transmittal and to deposit, sell, assign, transfer and deliver the certificates representing the Securities, (iv) all information inserted into this Letter of Transmittal by the Signatory is true, accurate and complete as of the date hereof, (v) the Securities have not been sold, assigned or transferred, nor has any agreement been entered into to sell, assign or transfer any Securities to any other person, (vi) the surrender of the Securities complies with applicable laws, (vii) the Signatory will execute and deliver any additional documents necessary or desirable to complete the surrender of such Securities, (viii) the Signatory will not, prior to the Effective Date, transfer or permit to be transferred any of the transmitted Securities; and (ix) either the Signatory is not a U.S. Securityholder, or the Signatory is a U.S. Securityholder and has completed and returned to the Depositary with this Letter of Transmittal a Form W-9 or the appropriate Form W-8. The Signatory represents that he, she or it has received and has reviewed the Circular. The covenants, representations and warranties of the Signatory contained herein survive the completion of the Arrangement. 3. The Signatory revokes any and all authority, other than as granted in this Letter of Transmittal or the proxy granted with respect to voting at the Meeting, whether as agent, attorney-in-fact, attorney, proxy or otherwise, previously conferred or agreed to be conferred by the Signatory at any time with respect to the Securities being transmitted. No subsequent authority, whether as agent, attorney-in-fact, attorney, proxy or otherwise, will be granted with respect to the transmitted Securities. All authority conferred or agreed to be conferred by the Signatory in this Letter of Transmittal shall survive the death, legal incapacity, bankruptcy or insolvency of the Signatory and any obligations of the Signatory hereunder shall be binding upon the heirs, legal representatives, successors and assigns of the Signatory. 4. The Signatory instructs the Depositary to make the wire payment to the Signatory, mail the cheque by first class insured mail, postage prepaid, to the Signatory, or to hold such cheque for pick-up, for the applicable Consideration, subject to, for greater certainty, applicable withholdings, as soon as practicable after the later of the Effective Date and the date that the certificate(s) representing Common Shares, Options and/or Warrants are delivered to the Depositary together with a properly completed Letter of Transmittal, in accordance with the instructions given above. If the Arrangement is not completed, the transmitted certificate(s) representing Common Shares, Options and/or Warrants and all other ancillary documents are directed to be returned to the Signatory in accordance with the same instructions given above or, failing such address being specified, at the Securityholder s last address as it appears on the securities register of the Company. 5. The Signatory surrenders to the Purchaser or the Company, as applicable, in accordance with the terms of the Plan of Arrangement, all right, title and interest in and to the Common Shares, Options and/or Warrants and irrevocably appoints and constitutes the Depositary the lawful attorney of the Signatory, with full power of substitution to deliver the certificates representing the Common Shares, Options and/or Warrants pursuant to the Arrangement and to effect: (i) in the case of the Common Shares, the transfer of the Common Shares 14

15 to the Purchaser on the books and records of the Company; and/or (ii) in the case of the Options and/or the Warrants, the transfer of the Options and/or Warrants to the Company for cancellation. The certificates representing the Common Shares, Options and/or Warrants will be cancelled at the time as set out in the Plan of Arrangement. 6. It is understood that 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 Canada s clearing system. As a result, any payment to the Signatory in excess of $25 million will be effected by the Depositary by wire transfer in accordance with the Large Value Transfer System Rules established by the Canadian Payments Association. Accordingly, settlement with the Signatory in excess of $25 million will be made only in accordance with wire transfer instructions provided by the Signatory to the Depositary in writing. In the event wire transfer instructions are required as set out above, the Depositary will contact the Signatory promptly following the Effective Time (as defined in the Circular) for purposes of obtaining wire transfer instructions. Any delay in payment by the Depositary or its agent resulting from the provision by the Signatory of wire transfer instructions or otherwise will not entitle the Signatory to interest or other compensation in addition to the amounts to which the undersigned is entitled pursuant to the Arrangement. 7. Under no circumstances will interest on the payment of the Consideration in respect of the transmitted Securities accrue or be paid to Securityholders, regardless of any delay in making such payment, and the Signatory represents and warrants that the payment of the Consideration in respect of the transmitted Securities will completely discharge any obligations of the Purchaser, the Company and the Depositary with respect to the matters contemplated by this Letter of Transmittal. 8. The method used to deliver this Letter of Transmittal, and the accompanying certificate(s) representing Common Shares, Options and/or Warrants, and all other required documents, is at the option and risk of the person depositing same, and delivery will be deemed to be effective only when such documents are properly received by the Depositary. The Company recommends that the necessary documentation be hand delivered to the Depositary at the applicable address specified above and a receipt be obtained; otherwise 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. 9. The Signatory acknowledges that by virtue of the execution of this Letter of Transmittal, it shall be deemed to have agreed that all questions as to validity, form, eligibility (including timely receipt) and acceptance of this Letter of Transmittal and any Common Shares, Options and/or Warrants surrendered in connection with the Arrangement will be determined by the Company and the Purchaser 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 or notice of withdrawal and no liability will be incurred by any of them for failure to give such notice. The Company reserves for itself and the Purchaser the absolute right to reject, without notice, any and all surrenders of Common Shares, Options and/or Warrants which it determines not to be in proper form or which, in the opinion of its counsel, may be unlawful to accept under the laws of any jurisdiction. The Company reserves for itself and the Purchaser the absolute right to waive any defect or irregularity in the surrender of any Common Shares, Options or Warrants. 10. By reason of the use of this Letter of Transmittal by the Signatory, the Signatory is deemed to have required that any contract evidenced by the Arrangement as accepted through this Letter of Transmittal, as well as all documents related thereto, be drawn exclusively in the English language. En raison de l usage des présentes letter d envoi et formule de choix par le soussigné, ce dernier est repute avoir demandé que tout contrat attesté par l arrangement, qui est accepté au moyen des présentes letter d envoi et formule de choix, de meme que tous les documents qui s y rapportent, soient rédigés exclusivement en anglais. 15

16 INSTRUCTIONS 1. Use of Letter of Transmittal (a) In order to permit the timely receipt of the Consideration payable in connection with the Arrangement, it is recommended that this Letter of Transmittal (or a manually signed facsimile thereof), together with the accompanying certificate(s) representing Common Shares, Options and/or Warrants and all other required documents, must be received by the Depositary promptly after you receive this Letter of Transmittal at the office listed below: By Mail By Hand or by Courier: Computershare Trust Company of Canada P.O. Box Adelaide St. E Toronto, ON, M5C 3H2 Attention: Corporate Actions Computershare Trust Company of Canada 100 University Ave. 8 th Floor Toronto, ON, M5J 2Y1 (b) The method used to deliver this Letter of Transmittal, and the accompanying certificate(s) representing Common Shares, Options and/or Warrants, and all other required documents, is at your option and risk, and delivery will be deemed to be effective only when such documents are properly received by the Depositary. The Company recommends that the necessary documentation be hand delivered to the Depositary at the applicable address specified above and a receipt be obtained; otherwise 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. Do not send the certificates or this Letter of Transmittal to the Company or the Purchaser. (c) A Securityholder may withdraw the Letter of Transmittal by a written notice received by the Depositary at any time prior to the Effective Date. 2. Signatures (a) This Letter of Transmittal must be completed, dated and signed by the registered holders of Common Shares, Options and/or Warrants or by such person s duly authorized representative in accordance with Instruction 4 below. If Securities are registered in different names, a separate Letter of Transmittal must be submitted for each different registered owner. (b) If this Letter of Transmittal is signed by the registered owner(s) of the accompanying certificate(s), 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 certificate(s) need not be endorsed. If such transmitted certificate(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): (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. 3. Guarantee of Signature (a) If this Letter of Transmittal is signed by a person other than the registered owner(s) of the accompanying certificate(s), or if the Arrangement is not completed and the accompanying certificate(s) is 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 our transfer agent, or if the payment is to be issued in the name of a person other than the registered owner of the accompanying certificate(s), such signature(s) must be 16

17 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 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. Any of the Company, the Purchaser or the Depositary, in their discretion, may require additional evidence of authority or additional documentation. 5. 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 Securities 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 this Letter of Transmittal may be obtained from the Depositary at its address listed above or at under the Company s profile. (e) This Letter of Transmittal will be construed in accordance with and governed by the laws of the Province of British Columbia and the laws of Canada applicable therein. (f) Before completing this Letter of Transmittal, you are urged to read the accompanying Circular and discuss any questions with financial, legal and/or tax advisors. (g) The Company and the Purchaser reserve the right, if they so elect, in their absolute discretion, to instruct the Depositary to waive any defect or irregularity contained in any Letter of Transmittal received by it. (h) All payments will be made in Canadian dollars unless otherwise specified herein. 6. Lost Certificates If a certificate representing Common Shares, Options or Warrants has been lost, destroyed or stolen, the registered holder of that certificate should immediately contact the Depositary toll-free at You will be required to complete and submit certain documentation, including a bond and/or indemnity, before you can receive any Consideration for your Securities. 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. Form W-9 U.S. Securityholders The following does not constitute a summary of the tax consequences of the Arrangement and Securityholders should consult with their own tax advisors regarding the tax consequences of the Arrangement as well as any elections that may be available to mitigate certain possible adverse U.S. tax consequences. Each U.S. person (as defined below) is generally 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. person 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 amount of tax withheld will be allowed as a credit against the U.S. federal income tax liability of the person subject to backup withholding. If withholding results in an overpayment of taxes, a refund may be obtained from the IRS, 17

18 provided that the required information is 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 classified as a corporation for U.S. federal income tax purposes) or partnership (including an entity classified as a 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. Certain persons (including, among others, corporations, certain not-for-profit organizations, and certain non-u.s. persons) are not subject to backup withholding. To prevent possible erroneous backup withholding, such a person must generally enter its correct TIN or Employer Identification Number in the Form W-9 and sign and date the form. If a U.S. person has not been issued a TIN and has applied for one or intends to apply for one in the near future, such holder should write Applied For in the space provided for the TIN in the Form W-9, and sign and date the Form W- 9 and the Certificate of Awaiting Taxpayer Identification Number. If Applied For is written in the Form W-9 and the Depositary is not provided with a TIN within 60 days, the Depositary may withhold 24% of all Consideration due to such holder in connection with the Arrangement until a TIN is provided to the Depositary. If the Form W-9 is not applicable to a U.S. Securityholder because such person is not a U.S. person, but such U.S. Securityholder provides an address that is located within the United States, such person 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-8ECI or other form) may be obtained at A U.S. SECURITYHOLDER 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 AMOUNT OF TAX WITHHLED WILL BE ALLOWED AS A CREDIT AGAINST THE TAX LIABILITY OF THE PERSON SUBJECT TO BACKUP. 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 SECURITIES 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. 8. Return of Certificates If the Arrangement does not proceed for any reason, any certificate for Common Shares, Options or Warrants 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 securities register of the Company. 18

19 9. Payment Entitlement Pickup Locations Entitlements may be picked up at applicable Depositary office locations with Counter services. Pick-up instructions must be selected in Box A. Below are the applicable Depositary office locations: Montreal Toronto Calgary Vancouver 1500 Boulevard Robert- Bourassa, 7 th Floor Montréal, QC H3A 3S8 100 University Ave 8 th Floor, North Tower Toronto ON M5J 2Y Ave SW, 6 th Floor Calgary, AB T2P 3S8 510 Burrard Street, 3 rd Floor, Vancouver, BC V6C 3A8 19

20 The Depositary for the Arrangement is: COMPUTERSHARE TRUST COMPANY OF CANADA By Hand or by Courier 100 University Avenue, 8th Floor, North Tower Toronto, Ontario M5J 2Y1 By Mail P.O. Box Adelaide St E Toronto, ON M5C 3H2 Attention: Corporate Actions Toll Free: corporateactions@computershare.com Delivery of this Letter of Transmittal to an address other than as set forth above does not constitute a valid delivery.