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THE OFFER WILL EXPIRE AT 5:00 PM (NEW YORK CITY TIME) ON SEPTEMBER 29, 2026, OR AT SUCH LATER TIME AND DATE TO WHICH THE OFFER MAY BE EXTENDED BY THE COMPANY, UNLESS WITHDRAWN
(THE “EXPIRATION DATE”) |
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This Letter of Transmittal is to be used only if certificates for Shares (as defined below) are to be forwarded with it or if the Shares are held through the Direct Registration System (DRS), pursuant to Section 5 of the Offer, “Procedure for Depositing Shares.”
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NAME(S) OF REGISTERED OWNER(S)
(Please Fill in Exactly as Name(s) Appear(s) on Share Certificate(s) OR DRS Account Statement) |
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DESCRIPTION OF SHARES DEPOSITED
(Attach signed list if necessary) |
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Share Certificate Number(s)
or DRS Account Number(s) |
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Number of shares Represented by Certificate(s) or held through DRS
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Number of shares Deposited*
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TOTAL:
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BOX A
TYPE OF TENDER
CHECK ONLY ONE BOX, IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED, THE TENDER WILL BE DEEMED TO BE A PURCHASE PRICE TENDER.
SHARES ARE BEING TENDERED HEREBY PURSUANT TO:
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| | | ☐ An Auction Tender | | | ☐ A Purchase Price Tender | | | ☐ A Proportionate Tender | | |
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(Complete Box G)
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(Complete Box B)
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BOX B PROPORTIONATE TENDER
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In addition to checking “Proportionate Tender” in Box A above, this Box B MUST be completed if Shares are being tendered pursuant to a Proportionate Tender.
A Shareholder who makes a Proportionate Tender will be deemed to have agreed to sell to the Company at the Purchase Price a number of Shares that will result in the Shareholder maintaining its proportionate equity ownership in the Company following completion of the Offer. Registered Shareholders may make a Proportionate Tender and non-registered Shareholders may instruct their nominees to make a Proportionate Tender. All Shareholders who make a Proportionate Tender must indicate the total number of Shares they own below. A registered Shareholder who makes a Proportionate Tender must deposit either all of its Shares or a sufficient number of Shares to satisfy the Shareholder’s Proportionate Tender. This number of Shares can be calculated by multiplying the total number of Shares owned by the Shareholder by 0.2322 (rounded down to the nearest whole number of Shares). A non-registered Shareholder who wishes its nominee to make a Proportionate Tender must deposit all of its Shares.
If a non-registered Shareholder wishes to become a registered Shareholder in order to make a Proportionate Tender by depositing only a sufficient number of Shares, the Shareholder should immediately contact its investment dealer, stock broker, bank, trust company or other nominee in order to take the necessary steps to have its Shares registered in the Shareholder’s name prior to tendering Shares pursuant to the Offer. A Shareholder who makes an invalid Proportionate Tender, including by tendering an insufficient number of Shares to satisfy the Proportionate Tender, will be deemed to have made a Purchase Price Tender with respect to all such Shares.
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| | | Total number of Shares owned by the Shareholder: | | | | | | |
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BOX C
Payment Instructions |
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ISSUE CONSIDERATION CHECK IN THE NAME OF:
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| | | By default, your consideration payment will be issued to your name as it appears on the company register. If you wish for your payment to be issued in another name, see Instruction 6 below. | | |
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(NAME)
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(STREET NUMBER & NAME)
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(CITY AND PROVINCE/STATE)
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(COUNTRY AND POSTAL/ZIP CODE)
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(TELEPHONE NUMBER (BUSINESS HOURS))
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(SOCIAL INSURANCE/SECURITY NUMBER)
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(IDENTIFICATION NUMBER)
U.S. residents/citizens must provide their Taxpayer Identification Number |
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If the funds payable in cash exceed US$25,000,000, they must be wired to you and the Depositary will contact you.
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☐ MAIL CHECK TO THE ADDRESS ON RECORD (DEFAULT)
☐ MAIL CHECK TO A DIFFERENT ADDRESS (MUST COMPLETE BOX D)
☐ PAYMENT BY WIRE (MUST COMPLETE BOX L)
☐ HOLD CHECK FOR PICK-UP AT TSX TRUST COMPANY OFFICE AT 100 ADELAIDE ST, SUITE 301, TORONTO ON
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BOX D
Delivery Instructions |
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SEND CHECK TO:
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| | | (To be completed ONLY if the Consideration check to which the undersigned is entitled is to be sent to someone other than the person shown in Box C or to an address other than the address shown in Box C.) | | |
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(NAME)
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(STREET NUMBER & NAME)
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(CITY AND PROVINCE/STATE)
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(COUNTRY AND POSTAL/ZIP CODE)
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(TELEPHONE NUMBER (BUSINESS HOURS))
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(SOCIAL INSURANCE/SECURITY NUMBER)
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BOX E
ODD LOTS* |
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To be completed ONLY if Shares are being tendered by or on behalf of persons owning fewer than 100 Shares as of the close of business on the Expiration Date.
The undersigned either (check one):
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is the owner of fewer than 100 Shares as of the close of business on the Expiration Date, all of which are tendered; or
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is a broker, dealer, commercial bank, trust company or other nominee that (i) is tendering, for the beneficial owners thereof, Shares with respect to which it is the record owner, and (ii) believes, based upon representations made to it by each such beneficial owner, that such beneficial owner owns an aggregate of fewer than 100 Shares as of the close of business on the Expiration Date and is tendering all such Shares.
Odd Lot Holders may not tender their Shares pursuant to a Proportionate Tender.
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BOX F
GUARANTEED DELIVERY |
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CHECK HERE ☐ IF SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE TORONTO OFFICE OF THE DEPOSITARY AND COMPLETE
THE FOLLOWING (please print or type) |
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Name of Registered Holder
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Date of Guaranteed Delivery
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Name of Institution which Guaranteed Delivery
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BOX G
AUCTION TENDERS |
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In addition to checking “Auction Tender” in Box A above, this Box G MUST be completed if Shares are being tendered pursuant to an Auction Tender.
Check only ONE box to indicate the Auction Tender price. If more than one box is checked, or if no box is checked, all Shares identified above will be deemed to have been tendered pursuant to the Purchase Price Tender. Shareholders (other than Odd Lot Holders) may make multiple Auction Tenders but not in respect of the same Shares. If a Shareholder wishes to tender different Shares at different prices, a separate tender instruction by way of Letter of Transmittal must be submitted for EACH such tender.
Price (in US$) per Share.
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| | | ☐ $5.00 | | | ☐ $5.05 | | | ☐ $5.10 | | | ☐ $5.15 | | | ☐ $5.20 | | | ☐ $5.25 | | | ☐ $5.30 | | | ☐ $5.35 | | |
| | | ☐ $5.40 | | | ☐ $5.45 | | | ☐ $5.50 | | | ☐ $5.55 | | | ☐ $5.60 | | | ☐ $5.65 | | | ☐ $5.70 | | | ☐ $5.75 | | |
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BOX H
CURRENCY ELECTION |
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All cash payments will be made in U.S. dollars, unless Shareholders elect to use the Depositary’s currency exchange services to convert their payment into, and have such payment made, in Canadian dollars by checking the box below. If you do not check the box below, your payment will be issued in U.S. dollars.
☐ Check here if you wish to have your cash entitlement paid in Canadian dollars (C$)
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Notice: By checking the box above, you acknowledge and agree that (a) the exchange rate for one U.S. dollar expressed in Canadian dollars will be the rate available from TSX Trust Company, in its capacity as foreign exchange service provider, on the date on which the funds are converted, which rate will be based on the prevailing market rate on such date, and (b) the risk of any fluctuations in such rate, including risks relating to the particular date and time at which funds are converted, will be solely borne by the Shareholder. TSX Trust Company will act as principal in such currency conversion transactions. If you wish to receive your payment in Canadian dollars, this validly-completed and duly-signed Letter of Transmittal must be delivered to the Depositary together with any certificate(s) representing Shares evidenced by physical certificates.
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BOX I
JURISDICTION OF RESIDENCE (See Instruction 12) |
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The person signing Box J represents that the Shareholder:
☐ is a non-resident of Canada for the purposes of the Tax Act; or
☐ is not a non-resident of Canada for purposes of the Tax Act.
Note:
A non-resident of Canada is a person that is not resident, or deemed not to be resident, in Canada for purposes of the Tax Act or a partnership that is not a “Canadian partnership” as defined in the Tax Act. If you are uncertain as to your residency or the residency of the beneficial holder(s) of the Shares, you should consult your tax advisor.
The remainder of this Box is for non-residents of Canada only:
The Shareholder ☐ is ☐ is not a resident of a country with which Canada has entered into an income tax treaty under which the Shareholder is entitled to the full benefits provided by such treaty.
If the non-resident Shareholder is entitled to full benefits under such treaty complete the following:
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Country of Residence
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BOX J
SHAREHOLDER(S) SIGN HERE (See Instructions 1 and 6)
Must be signed by registered owner(s) exactly as name(s) appear(s) on certificate(s) or Direct Registration System (DRS) account statement(s) or by person(s) authorized to become registered owner(s) by certificate(s) or other instruments of transfer and other documents transmitted with this Letter of Transmittal. If signature is by attorney-in-fact, executor, administrator, trustee, guardian, officer of a corporation or another acting in a fiduciary or representative capacity, please set forth the full title. See Instruction 6.
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Signature(s) of Shareholder or authorized representative
(Please Print)
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(Include Postal Code or Zip Code)
Area Code and Telephone Number:
Shareholders must provide their Social Insurance No.; U.S. Shareholders must provide their Taxpayer Identification No. or Social Security No. and complete Form W-9. Non-resident Shareholder must complete Form NR-301 (or, in the case of a partnership or hybrid entity, Form NR-302 or NR-303, as applicable) where such Forms have not previously been provided or where details are no longer accurate.
Dated , 2026
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BOX K
GUARANTEE OF SIGNATURE(S) (See Instructions 1 and 6) |
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(Please Print)
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(Include Postal Code or Zip Code)
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Area Code and Telephone Number:
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| | | Dated , 2026 | | |
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BOX L
WIRE PAYMENT |
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| | *PLEASE NOTE THAT THERE IS A $100 BANKING FEE DEDUCTED ON WIRE PAYMENTS. ALTERNATIVELY, CHECK PAYMENTS ARE ISSUED AT NO ADDITIONAL COST. | | |||||||||
| | *IF WIRE DETAILS ARE INCORRECT OR INCOMPLETE, TSX TRUST COMPANY WILL ATTEMPT TO CONTACT YOU AND CORRECT THE ISSUE. HOWEVER, IF WE CANNOT CORRECT THE ISSUE PROMPTLY, A CHECK WILL BE AUTOMATICALLY ISSUED AND MAILED TO THE ADDRESS ON RECORD. NO FEES WILL BE CHARGED. | | |||||||||
| | Please provide email address and phone number in the event that we need to contact you for corrective measures: | | |||||||||
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EMAIL
ADDRESS:
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PHONE NUMBER:
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**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 |
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**Beneficiary Address (Note: PO Boxes will not be accepted)
**City |
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**Postal Code/Zip Code
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**Beneficiary
Bank/Financial Institution |
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| | | | | | **Bank Address **City | | | | **Province/State | | | | | | | |
**Postal Code/Zip Code
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PLEASE ONLY COMPLETE THE APPLICABLE BOXES BELOW, AS PROVIDED BY YOUR FINANCIAL INSTITUTION. YOU ARE NOT REQUIRED TO COMPLETE ALL BOXES
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| | | | | | **Bank Account No. | | | |
Bank No. & Transit No. (Canadian
Banks) |
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ABA/Routing No. (US
Banks) |
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SWIFT or BIC Code
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IBAN Number
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Sort Code (GBP)
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(11 characters — if you only have eight, put ‘XXX’ for the last three)
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Additional Notes and special routing instructions:
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The Depositary for the Offer is:
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TSX Trust Company
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100 Adelaide Street West, Suite 301
Toronto, Ontario, M5H 4H1
Telephone: (416) 682-3860
Toll Free: 1-800-387-0825
Email: tsxt-corpact@tmx.com
Registered Mail, Hand or Courier
TSX Trust Company 301-100 Adelaide Street West Toronto, Ontario M5H 4H1 Attention: Corporate Actions |
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Tenders via Email: (only available to DRS/book-entry
shareholders) |
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tsxt-corpact@tmx.com
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| | Tenders via In-Person, Courier, Registered Mail: | |
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301-100 Adelaide Street West
Toronto, Ontario M5H 4H1 Attention: Corporate Actions |
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North American Toll Free: 1-800-387-0825
Telephone: 1-416-682-3860 |
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