USE THIS LETTER OF TRANSMITTAL TO DEPOSIT A SHARE CERTIFICATE

Transcription

1 THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. THIS LETTER OF TRANSMITTAL IS FOR USE IN DEPOSITING COMMON SHARES OF VENTANA GOLD CORP. IN CONNECTION WITH THE COMPULSORY ACQUISITION (AS DEFINED BELOW). LETTER OF TRANSMITTAL for Deposit of Common Shares of VENTANA GOLD CORP. Pursuant to the Compulsory Acquisition dated March 22, 2011 made by AUX CANADA ACQUISITION INC. USE THIS LETTER OF TRANSMITTAL TO DEPOSIT A SHARE CERTIFICATE AUX Canada Acquisition Inc. (the Offeror ) made an offer to all of the holders (the Shareholders ) of Ventana Gold Corp. ( Ventana ) pursuant to an offer dated December 16, 2010, as subsequently varied and amended (the Offer ), to purchase all of the issued and outstanding common shares (the Common Shares ) of Ventana, other than Common Shares beneficially owned by the Offeror and its affiliates and associates, at a price of Cdn.$13.06 cash per Common Shares. The Offer expired at 8:00 p.m. (Toronto time) on March 16, Pursuant to a notice of compulsory acquisition (the Notice of Compulsory Acquisition ) dated March 22, 2011, the Offeror exercised its right under section 300 of the Business Corporations Act (British Columbia) to acquire all of outstanding Common Shares of Ventana that the Offeror did not acquire under the Offer (the Remaining Shares ) on the terms and for the consideration contained in the Offer (the Compulsory Acquisition ). Under the Compulsory Acquisition the Offeror is entitled and bound to acquire every Remaining Share not acquired under the Offer for the consideration and on the terms set forth in the Offer, subject to an order of the courts that directs otherwise. For purposes of the Compulsory Acquisition, all Remaining Shares deposited pursuant to the Compulsory Acquisition will be taken up by the Offeror. All references to $, Cdn.$ and dollars in this Letter of Transmittal refer to Canadian dollars. This Letter of Transmittal is for use to facilitate delivery of Remaining Shares of Ventana and the cheque representing payment for the Remaining Shares to be acquired pursuant to the Compulsory Acquisition. DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH BELOW WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY. YOU MUST SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED BELOW AND IF YOU ARE A US SHAREHOLDER, YOU MUST ALSO COMPLETE THE SUBSTITUTE FORM W-9 SET FORTH BELOW (SEE INSTRUCTION 6, SUBSTITUTE FORM W-9 FOR US SHAREHOLDERS ONLY ). IF YOU HAVE A US ADDRESS, BUT ARE NOT A US SHAREHOLDER, PLEASE SEE INSTRUCTION 6.

2 TO: AND TO: AUX CANADA ACQUISITION INC. KINGSDALE SHAREHOLDER SERVICES INC. as Depositary, at its offices set out herein The undersigned irrevocably transfers his or her Remaining Shares to the Offeror on the same terms on which the Offeror acquired Common Shares under the Offer, and the undersigned holder of Remaining Shares hereby irrevocably submits the enclosed share certificate(s) representing the Remaining Shares to the Compulsory Acquisition. The following are the details of the enclosed certificate(s): BOX 1 VENTANA COMMON SHARES (Please print or type. If space is insufficient, please attach a list to this Letter of Transmittal in the form below.) Name(s) in which Registered Number of Common Certificate Number(s) (please print and fill in exactly as name(s) Shares Represented by (if available) appear(s) on certificate(s)) Certificate(s)* TOTAL: The undersigned acknowledges receipt of the Notice of Compulsory Acquisition and acknowledges that the Offeror is, under applicable law, entitled and bound to acquire the Remaining Shares in accordance with the terms and subject to the conditions of the Compulsory Acquisition. The undersigned hereby represents and warrants that: (a) (b) (c) (d) the undersigned has full power and authority to deposit, sell, assign and transfer the Remaining Shares to the Offeror, including without limitation any and all dividends, distributions, payments, securities, property or other interests which may be declared, paid, accrued, issued, distributed, made or transferred on or in respect of the Remaining Shares of any of them on and after the date of the Compulsory Acquisition, including any dividends, distributions or payments on such dividends, distributions, payments, securities, property or other interests (collectively, Distributions ); the Remaining Shares and Distributions have not been sold, assigned or transferred, nor has any agreement been entered into to sell, assign or transfer any of the Remaining Shares and Distributions, to any other person; the deposit of the Remaining Shares and Distributions complies with applicable laws; and when the Remaining Shares and Distributions are acquired and paid for by the Offeror pursuant to applicable laws under the terms of the Compulsory Acquisition, the Offeror shall acquire good title thereto, free and clear of all liens, restrictions, charges, encumbrances, claims and rights of others. IN CONSIDERATION OF THE COMPULSORY ACQUISITION AND FOR VALUE RECEIVED, upon the terms and subject to the conditions set forth in the Notice of Compulsory Acquisition and in this Letter of Transmittal, the undersigned irrevocably accepts the Compulsory Acquisition for and in respect of the Remaining Shares and delivers to the Offeror the enclosed share certificate(s) representing the Remaining Shares and, on and subject to the terms and conditions of the Compulsory Acquisition, deposits, sells, assigns and transfers to the Offeror all right, title and interest in and to all rights and benefits arising from the Remaining Shares and any and all Distributions. Shareholders will received Cdn.$13.06 in cash for each Remaining Share acquired by the Offeror pursuant to the Compulsory Acquisition. Settlement with each holder of Remaining Shares will be made by the Depositary, on behalf of the Offeror, by forwarding a cheque to the registered holder of the Remaining Shares, unless otherwise instructed in this Letter of Transmittal. 2

3 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 Compulsory Acquisition 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 d une letter d envoi en langue anglaise par le soussign e, le soussign e et les destinataires sont pr esum es avoir requis que tout contrat attest e par l offre et son acceptation par cette lettre d envoi, de mˆeme que tous les documents qui s y rapportent, soient redig es exclusivement en langue anglaise. SHAREHOLDER INFORMATION AND INSTRUCTIONS Before signing this Letter of Transmittal, please review carefully and complete the following boxes, as appropriate. BLOCK A PAYMENT INSTRUCTIONS ISSUE CHEQUE IN THE NAME OF: (please print or type) (Name) (Street Address and Number) (City and Province or State) (Country and Postal (Zip) Code) (Telephone Business Hours) (Tax Identification, Social Insurance or Social Security Number) BLOCK B DELIVERY INSTRUCTIONS SEND CHEQUE (unless Block D is checked) TO: Same as address in Block A or to: (Name) (Street Address and Number) (City and Province or State) (Country and Postal (Zip) Code) (Telephone Business Hours) (Tax Identification, Social Insurance or Social Security Number) * The delivery instructions given in this Block B will also be used to return certificate(s) representing Common Shares if required for any reason. BLOCK C TAXPAYER IDENTIFICATION NUMBER US residents/citizens must provide their Taxpayer Identification Number (Taxpayer Identification Number) If you are a US Shareholder or are acting on behalf of a US Shareholder, in order to avoid backup withholding you must complete the Substitute Form W-9 included below, or otherwise provide certification that you are exempt from backup withholding. If you are not a US Shareholder, but have a US address, you must provide a completed US Internal Revenue Service Form W-8 in order to avoid backup withholding. See Instruction 6, Substitute Form W-9 for US Shareholders Only for further details. For this purpose, a U.S. Shareholder is any shareholder that is (i) a citizen or resident of the United States; (ii) a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States, any state therein or the District of Columbia; or (iii) an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source 3

4 BLOCK D SPECIAL PICK-UP INSTRUCTIONS HOLD CHEQUE FOR PICK-UP AT THE OFFICES OF THE DEPOSITARY WHERE THIS LETTER OF TRANSMITTAL IS DEPOSITED (check box) SHAREHOLDER SIGNATURE By signing below, the Shareholder expressly agrees to the terms and conditions set forth above. Signature guaranteed by (if required under Instruction 3): Dated: 2011 Authorized Signature of Guarantor Signature of Shareholder or Authorized Representative (see Instructions 2, 3 and 4) Name of Guarantor (please print or type) Name of Shareholder or Authorized Representative (please print or type) Address of Guarantor (please print or type) Daytime telephone number and facsimile number of Shareholder or Authorized Representative Tax Identification, Social Insurance or Social Security Number 4

5 SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service Payer s Request for Taxpayer Identification No. SUBSTITUTE FORM W-9 TO BE COMPLETED BY U.S. SHAREHOLDERS ONLY PAYER S NAME: Part I Taxpayer Identification No. For All Accounts Enter your taxpayer identification number in the appropriate box. For most individuals and sole proprietors, this is your social security number. For other Social Security Number entities, it is your employer identification number. If awaiting OR a TIN, write Applied For in the space at the right and complete the Certificate of Awaiting Taxpayer Identification Number Employer Identification Number below. If you do not have a number, see How to Obtain a TIN in the enclosed Guidelines Part II-.For Payees Exempt From Backup Withholding, see enclosed Guidelines. Note: If the account is in more than one name, see the chart in the enclosed Guidelines to determine what number to enter. Check appropriate box: Individual/Sole Proprietor Corporation Partnership Limited liability company. Enter tax classification (D = disregarded entity, C = corporation, P = partnership) Other (specify) Exempt from Backup Withholding Part III 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; (2) I am not subject to backup withholding either 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. person (including a U.S. resident alien). 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. SIGNATURE DATE, 20 YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE APPLIED FOR IN PART I OF THIS SUBSTITUTE FORM W-9 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 Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that, notwithstanding the information I provided in Part III of the Substitute Form W-9 (and the fact that I have completed this Certificate of Awaiting Taxpayer Identification Number), amounts withheld at the applicable backup withholding rate (currently 28%) from all payments made to me pursuant to this Compulsory Acquisition shall be retained until I provide a taxpayer identification number to the payer and that, if I do not provide my taxpayer identification number within sixty (60) days, such retained amounts shall be remitted to the IRS as backup withholding. Signature Date, 20 NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING AT THE APPLICABLE BACKUP WITHHOLDING RATE (CURRENTLY 28%) FROM ANY PAYMENTS MADE TO YOU PURSUANT TO THE COMPULSORY ACQUISITION. PLEASE REVIEW ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. 5

6 INSTRUCTIONS 1. Use of Letter of Transmittal (a) (b) (c) This Letter of Transmittal, or a manually executed facsimile thereof, properly completed and executed, covering the Remaining Shares acquired pursuant to the Compulsory Acquisition, with the signature(s) guaranteed if required in Instruction 3 below, together with accompanying certificate(s) representing the Remaining Shares should be sent to the Depositary at any of the offices of the Depositary specified on the back of this Letter of Transmittal. The method used to deliver this Letter of Transmittal, any accompanying certificate(s) representing Remaining Shares and all other required documents is at the option and risk of the Shareholder depositing these documents. The Offeror recommends that these documents be delivered by hand to the Depositary and that a receipt be obtained or, if mailed, that registered mail, with return receipt requested, be used and that proper insurance be obtained. Shareholders whose Remaining Shares are registered in the name of an investment advisor, stockbroker, bank, trust company or other nominee should immediately contact such nominee for assistance in depositing their Remaining Shares pursuant to the Compulsory Acquisition. 2. Signatures This Letter of Transmittal must be completed, dated and executed by the holder of the Remaining Shares or by such holder s duly authorized representative (in accordance with Instruction 4). If this Letter of Transmittal is signed by the registered holder(s) of the accompanying certificate(s), such signature(s) on this Letter of Transmittal must correspond exactly with the names(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 deposited certificate(s) are owned of record by two or more joint holders, all such holders must sign this Letter of Transmittal. If this Letter of Transmittal is executed by a person other than the registered holder(s) of the accompanying certificate(s) and/or a cheque representing payment for the Remaining Shares is to be issued to a person other than the registered holder(s), (i) the accompanying certificate(s) must be endorsed or be accompanied by an appropriate share transfer power of attorney, in either case, duly and properly completed by the registered holder(s) and (ii) the signature(s) on the endorsement panel or share transfer power of attorney must correspond exactly to the name(s) of the registered holder(s) as registered or as written on the face of the certificate(s) and must be guaranteed by an Eligible Institution, as noted in Instrument 3 below. 3. Guarantee of Signatures If this Letter of Transmittal is executed by a person other than the registered holder(s) of the accompanying certificate(s) representing the Remaining Shares, or if the cheque representing payment for the Remaining Shares is to be issued or delivered to a person other than the registered holder(s) shown on the register of Shareholders maintained by or on behalf of Ventana, such signature(s) must be guaranteed by an Eligible Institution (except that no guarantee is required if the signature is that of an Eligible Institution). An Eligible Institution means a Canadian Schedule I chartered bank, a major trust company in Canada, a 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 or the United States, members of the Investment Dealers Association of Canada, members of the National Association of Securities Dealers, Inc. or banks and trust companies in the United States. 4. Fiduciaries, Representatives and Authorizations Where this Letter of Transmittal is executed by a person on behalf of an executor, administrator, trustee, 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 the authority to act. Either the Offeror or the Depositary, at its sole discretion, may require additional evidence of authority or additional documentation. 1

7 5. Payment and Delivery Instructions If the cheque representing payment for the Remaining Shares is to be sent to someone at an address other than the address of the Shareholder as it appears in Block A on this Letter of Transmittal, entitled Payment Instructions, then Block B on this Letter of Transmittal, entitled Delivery Instructions, should be completed. If Block B is not completed, the cheque will be mailed to the depositing Shareholder at the address of such holder as it appears in Block A or, if no address is provided in Block A, then it will be mailed to the address of such holder as it appears on the securities registers maintained by or on behalf of Ventana. 6. U.S. Backup Withholding and Substitute W-9 Under the U.S. federal income tax laws, unless certain certification requirements are met, withholding at the applicable backup withholding rate (currently 28%) generally will be required with respect to any payments made to certain shareholders pursuant to the Compulsory Acquisition. In order to avoid such backup withholding, each U.S. Shareholder who receives cash for Remaining Shares, and, if applicable, each other U.S. payee, must provide such shareholder s or payee s correct taxpayer identification number and certify that such shareholder or payee is not subject to backup withholding by completing the Substitute Form W-9 set forth above. In general, if a shareholder or payee is an individual, the taxpayer identification number is the social security number of such individual. If the shareholder or payee does not provide its correct taxpayer identification number, the shareholder or payee may be subject to a $50 penalty imposed by the Internal Revenue Service (the IRS ). Certain shareholders or payees (including, among others, all corporations and certain non-u.s. individuals) are not subject to these backup withholding and reporting requirements. In order to satisfy the payer that a non-u.s. person with a U.S. address qualifies as an exempt recipient, such shareholder or payee must submit a properly completed IRS Form W-8, signed under penalties of perjury, attesting to that person s exempt status. Such W-8 can be obtained on the IRS website ( For further information concerning backup withholding and instructions for completing the Substitute Form W-9 (including how to obtain a taxpayer identification number if you do not have one and how to complete the Substitute Form W-9 if Remaining Shares are held in more than one name), consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. Failure to complete the Substitute Form W-9 may result in withholding at the applicable backup withholding rate (currently 28%) from the amount of any payments made pursuant to the Compulsory Acquisition. Backup withholding is not an additional U.S. federal income tax. Rather, the amount withheld from a person subject to backup withholding will be treated as a payment on account of that person's U.S. federal income tax liability. If withholding results in an overpayment of taxes, a refund may be obtained provided that the required information is furnished to the IRS. Failure to complete and return the Substitute Form W-9 may result in backup withholding at the applicable backup withholding rate (currently 28%) from any payments made to you pursuant to the Compulsory Acquisition. Please review the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional details. 7. Currency of Payment All amounts payable under the Compulsory Acquisition will be paid in Canadian dollars. 8. Miscellaneous (a) (b) (c) If the space in Box 1 of this Letter of Transmittal is insufficient to list all certificates for Remaining Shares, additional certificate numbers and number of Remaining Shares may be included on a separate signed list affixed to this Letter of Transmittal. If the Remaining 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. Before completing this Letter of Transmittal, you are urged to read the accompanying Notice of Compulsory Acquisition. 2

8 (d) Additional copies of the Notice of Compulsory Acquisition and this Letter of Transmittal may be obtained without charge on request from the Depositary at the addresses provided on the back page of this Letter of Transmittal. 9. Lost Certificates If a share certificate has been lost or destroyed, this Letter of Transmittal should be completed as fully as possible and forwarded together with a letter describing the loss, to the Depositary at its office in Toronto, Ontario. The Depositary will forward such letter to Ventana s registrar and transfer agent so that the registrar and transfer agent may provide replacement instructions. If a share certificate has been lost, destroyed, mutilated or mislaid, please ensure that you provide your telephone number so that the Depositary or Ventana's transfer agent may contact you with instructions. 10. Assistance THE DEPOSITARY (SEE BACK COVER PAGE FOR ITS ADDRESSES AND TELEPHONE NUMBERS) OR YOUR INVESTMENT DEALER, STOCKBROKER, TRUST COMPANY MANAGER, BANK MANAGER, LAWYER OR OTHER PROFESSIONAL ADVISOR WILL BE ABLE TO ASSIST YOU IN COMPLETING THIS LETTER OF TRANSMITTAL. 3

9 GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 Guidelines for Determining the Proper Identification Number to Give the Payer Social Security numbers have nine digits separated by two hyphens: i.e., Employer identification numbers have nine digits separated by only one hyphen: i.e., The table below will help determine the number to give the payer. For this type of account: Give the SOCIAL SECURITY number of: For this type of account: 1. An individual The individual 6. Disregarded entity not owned by an individual Give the EMPLOYER IDENTIFICATION number of: The owner 2. Two or more individuals (joint account) The actual owner of the account or, if combined funds, the first individual on the account (1) 7. A valid trust, estate or pension trust The legal entity (4) 3. Custodian account of a minor (Uniform Gift to Minors Act) The minor (2) 8. Corporate or LLC electing corporate status on Form 8832 The corporation 4. a. The usual revocable savings trust (grantor is also trustee) The grantor-trustee (1) 9. Association, club, religious, charitable, educational or other tax-exempt organization The organization b. So-called trust account that is not a legal or valid trust under state law The actual owner (1) 10. Partnership or multimember LLC The partnership 5. Sole proprietorship or single-owner LLC The owner (3) 11. A broker or registered nominee The broker or nominee 12. 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 The public entity (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 doing business as name on the second name line. You may use either your SSN or EIN (if you have one). If you are a sole proprietor, the IRS encourages you to use your SSN. (4) List first and circle the name of the legal trust, estate or pension trust. (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Note: If no name is circled when there is more than one name listed, the number will be considered to be that of the first name listed. 1

10 Obtaining a Number If you don t have a taxpayer identification number or you don t know your number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service ( IRS ) and apply for a number. These forms can also be obtained from the IRS s website ( Payees Exempt from Backup Withholding Payees specifically exempted from backup withholding on all payments include the following: 1. An organization exempt from tax under section 501(a) of the Internal Revenue Code of 1986, as amended (the Code ), an individual retirement plan 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 possession of the United States or any of their subdivisions or instrumentalities. 4. A foreign government, a political subdivision of a foreign government or any of their agencies or instrumentalities. 5. An international organization or any of their agencies or instrumentalities. Other payees that may be exempt from backup withholding include: 6. A corporation. 7. A foreign central bank of issue. 8. A dealer in securities or commodities required to register in the United States, the District of Columbia or a possession of the United States. 9. A futures commission merchant registered with the Commodity Futures Trading Commission. 10. A real estate investment trust. 11. An entity registered at all times during the tax year under the Investment Company Act of A common trust fund operated by a bank under section 584(a) of the Code. 13. A financial institution. 14. A middleman known in the investment community as a nominee or custodian. 15. A trust exempt from tax under section 664 or described in section 4947 of the Code. Payments of dividends and patronage dividends not generally subject to backup withholding include the following: Payments to nonresident aliens subject to withholding under section 1441 of the Code. Payments to partnerships not engaged in a trade or business in the United States and that have at least one non-resident alien partner. Payments of patronage dividends not paid in money. Payments made by certain foreign organizations. The chart below shows two of the types of payments that may be exempt from backup withholding. The chart applies to the exempt recipients listed above, 1 through 15. IF the payment is for... Interest and dividend payments THEN the payment is exempt for All exempt recipients except for 9 Broker transactions Exempt recipients 1 through 13; also, a person who regularly acts as a broker and who is registered under the Investment Advisers Act of

11 Exempt payees should file the Substitute Form W-9 to avoid possible erroneous backup withholding. FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE EXEMPT ON THE FACE OF THE FORM IN PART II, SIGN AND DATE THE FORM, AND RETURN IT TO THE PAYER. Foreign payees who are not subject to backup withholding should complete the appropriate IRS Form W-8 and return it to the payer. Privacy Act Notice Section 6109 of the Code requires most recipients of dividend, interest or other payments to give their correct taxpayer identification numbers to payers who must report the payments to the IRS. The IRS uses the numbers for identification purposes and to help verify the accuracy of tax returns. It may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, the District of Columbia and U.S. possessions to carry out their tax laws. It may also disclose this information to other countries under a tax treaty, to federal and state agencies to enforce federal nontax criminal laws, and to federal law enforcement and intelligence agencies to combat terrorism. Payees must provide payers with their taxpayer identification numbers whether or not they are required to file tax returns. Payers must generally withhold at the applicable backup withholding rate (currently 28%) from taxable interest, dividend and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply. Penalties (1) Penalty for Failure to Furnish Taxpayer Identification Number If you fail to furnish your correct taxpayer identification number to a payer, 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. (2) Civil Penalty for False Information With Respect to Withholding If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500. (3) Criminal Penalty for Falsifying Information Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE. 3

12 THE DEPOSITARY IS: 6APR By Mail The Exchange Tower 130 King Street West, Suite 2950 P.O. Box 361 Toronto, Ontario M5X 1E2 By Registered Mail, by Hand or by Courier The Exchange Tower 130 King Street West, Suite 2950, Toronto, Ontario M5X 1E2 North American Toll Free Phone: Toll Free Number: Facsimile: Toll Free Facsimile: Outside North America, Banks and Brokers Call Collect: Any questions and requests for assistance may be directed by holders of Common Shares to the Depositary at the telephone numbers and location set out above. Shareholders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Acquisition.