THIS LETTER OF TRANSMITTAL MUST BE VALIDLY COMPLETED, DULY EXECUTED AND RETURNED TO THE DEPOSITARY, COMPUTERSHARE INVESTOR SERVICES INC. 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 BELOW. THE DEPOSITARY OR YOUR FINANCIAL ADVISOR CAN ASSIST YOU IN COMPLETING THIS LETTER OF TRANSMITTAL.
Please read the accompanying Circular (as defined below) carefully before completing this Letter of Transmittal. The instructions accompanying this Letter of Transmittal should also be read carefully before this Letter of Transmittal is completed or submitted to the Depositary. If you have any questions or require more information with regard to the procedures for completing this Letter of Transmittal, please contact the Depositary at 1-800-564-6253 (North American Toll Free Number). You can email the Depositary atcorporateactions@computershare.com.
LETTER OF TRANSMITTAL FOR REGISTERED HOLDERS OF
COMMON SHARES OF RICHMONT MINES INC.
For use only in connection with the proposed arrangement involving
Richmont Mines Inc., its security holders, and Alamos Gold Inc.
This letter of transmittal (the “Letter of Transmittal”) is for use by registered holders of common shares (“Richmont Shares”) of Richmont Mines Inc. (“Richmont”) in connection with a proposed arrangement (the “Arrangement”) involving, among others, Richmont, its security holders, and Alamos Gold Inc. (“Alamos”), as described in the joint management information circular (the “Circular”) of Richmont and Alamos dated October 18, 2017, which is to be considered at a special meeting (the “Meeting”) of holders of Richmont Shares scheduled to be held on November 16, 2017 or any adjournment(s) or postponement(s) thereof. Holders of Richmont Shares (“Shareholders”) are referred to the Circular, including the schedules attached thereto, that accompanies this Letter of Transmittal. Capitalized terms used but not otherwise defined herein have the respective meanings ascribed thereto in the Glossary of Terms in the Circular. This Letter of Transmittal is for use by registered Shareholders only. Shareholders whose Richmont Shares are registered in the name of a broker, investment dealer, bank, trust company or other nominee (each an “Intermediary”), or in the name of a clearing agency (such as CDS Clearing and Depository Services Inc.) of which the Intermediary is a participant, should contact the Intermediary for assistance in depositing their Richmont Shares.
TO: | Richmont Mines Inc. |
AND TO: | Alamos Gold Inc. |
AND TO: | Computershare Investor Services Inc. (the “Depositary”) |
THE UNDERSIGNED ACKNOWLEDGES THAT HE OR SHE HAS READ THE RECOMMENDATION OF THE BOARD OF DIRECTORS OF RICHMONT RELATING TO THE PROPOSED ARRANGEMENT, AS SET OUT IN THE CIRCULAR.
The undersigned Shareholder hereby irrevocably deposits the Richmont Shares held by the undersigned (theDeposited Shares”). Each Shareholder will receive, for each Richmont Share, 1.385 common shares of Alamos(“Alamos Shares”) pursuant to the Arrangement. |
The undersigned, by the execution of this Letter of Transmittal, hereby represents and warrants in favour of Richmont and Alamos that: (i) the undersigned is the registered and legal owner of the Deposited Shares, has good right and title to the rights represented by the certificates, if any, representing the Deposited Shares, and that such Deposited Shares represent all of the Richmont Shares owned, directly or indirectly, by the undersigned; (ii) such Deposited Shares are owned by the undersigned free and clear of all mortgages, liens, charges, encumbrances, security interests and adverse claims; (iii) the undersigned has full power and authority to execute and deliver this Letter of Transmittal and to deposit, sell, assign, transfer and deliver the Deposited Shares and that, when the Alamos Shares to which the undersigned is entitled are delivered, none of Richmont, Alamos or any affiliate thereof or successor thereto will be subject to any adverse claim in respect of such Deposited Shares; (iv) the Deposited Shares have not been sold, assigned or transferred, nor has any agreement been entered into to sell, assign or transfer any such Deposited Shares, to any other person; (v) the transfer of the Deposited Shares complies with all applicable laws; (vi) all information inserted by the undersigned into this Letter of Transmittal is complete, true and accurate; and (vii) the delivery of the applicable number of Alamos Shares will discharge any and all obligations of Richmont,
Alamos and the Depositary with respect to the matters contemplated by this Letter of Transmittal and the Arrangement. These representations and warranties shall survive the completion of the Arrangement. The undersigned further acknowledges receipt of the Circular.
Except for any proxy deposited with respect to the vote on the Richmont Arrangement Resolution in connection with the Meeting or as granted by this Letter of Transmittal, the undersigned revokes any and all authority, 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 the Deposited Shares.
The undersigned hereby agrees to transfer, effective at the Effective Time and pursuant to the Arrangement, all right, title and interest in the Deposited Shares and irrevocably appoints and constitutes the Depositary and any other person designated by Richmont and Alamos in writing as the lawful attorney of the undersigned, with full power of substitution to deliver the Deposited Shares pursuant to the Arrangement and to effect the transfer of the Deposited Shares on the books of Richmont to the extent and in the manner provided under the Arrangement.
The undersigned will, upon request, execute any signature guarantees or additional documents deemed by the Depositary to be reasonably necessary or desirable to complete the transfer of the Deposited Shares contemplated by this Letter of Transmittal.
The undersigned agrees that all questions as to validity, form, eligibility (including timely receipt) and acceptance of the Deposited Shares transferred in connection with the Arrangement shall be determined by Alamos in its sole discretion and that such determination shall be final and binding and acknowledges that there is no duty or obligation upon Richmont, Alamos, the Depositary or any other person to give notice of any defect or irregularity in any such surrender of the Deposited Shares and no liability will be incurred by any of them for failure to give any such notice.
The undersigned hereby acknowledges that the delivery of the Deposited Shares shall be effected and the risk of loss to such Deposited Shares shall pass only upon proper receipt thereof by the Depositary.
The undersigned 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 the heirs, personal or legal representatives, successors and assigns of the undersigned.
The Arrangement is anticipated to close on or about November 23, 2017. The undersigned acknowledges that if the Arrangement is completed, the delivery of Deposited Shares pursuant to this Letter of Transmittal is irrevocable. If the Arrangement is not completed or proceeded with, the enclosed certificate(s), if any, representing the Deposited Shares and all other ancillary documents will be returned as soon as possible to the undersigned as per the instructions in Box A or Box B, as applicable.
It is understood that the undersigned will not receive the DRS Advices (as defined below) for the Alamos Shares which the undersigned is entitled to receive in respect of the Deposited Shares until the certificate(s), if any, representing the Deposited Shares owned by the undersigned are received by the Depositary at the address set forth on the back of this Letter of Transmittal or at any of the other addresses set forth in Instruction 10 below, together with a duly completed Letter of Transmittal and such additional documents as the Depositary may require, and the same are processed by the Depositary. It is understood that under no circumstances will interest accrue or be paid in respect of the Deposited Shares in connection with the Arrangement.
The undersigned acknowledges that in no event will the undersigned be entitled to a fractional Alamos Share. If the aggregate number of Alamos Shares to be issued to the undersigned in connection with the Arrangement would result in a fraction of an Alamos Share being issuable, (i) the number of Alamos Shares to be received by the undersigned will be rounded down to the nearest whole Alamos Share, and (ii) the undersigned will receive a cash payment representing the undersigned’s proportionate interest, if any, in the proceeds from the sale by the Depositary (reduced by any fees of the Depositary attributable to such sale), as agent for the Shareholders, in one or more transactions, of the number of Alamos Shares (which Alamos shall issue to the Depositary on behalf of the Shareholders) equal to the excess of (a) the aggregate number of Alamos Shares that otherwise would be issued to the Shareholders pursuant to the Arrangement if not for the rounding down of fractional entitlements to Alamos Shares, over (b) the aggregate number of Alamos Shares actually issued to the Shareholders.
The undersigned represents and warrants that the undersigned has such knowledge and experience in financial and business matters that the undersigned is capable of evaluating the merits and risks of an investment in the Alamos Shares.
If the undersigned is in the United States or is a “U.S. Person” (as defined in Regulation S of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and the use of such definition is solely for the purpose of this paragraph), it understands and acknowledges that the Alamos Shares to be received by it pursuant to the Arrangement have not been registered under the U.S. Securities Act, and are being issued in reliance on the Section 3(a)(10) exemption thereunder. The Alamos Shares will be freely transferable under U.S. federal securities laws, except by persons who are “affiliates” (within the meaning of U.S. securities laws) of Alamos after the Effective Date, or were “affiliates” of Alamos within 90 days prior to the Effective Date. Any resale of such Alamos Shares by such an affiliate (or former affiliate) must be made pursuant to either (i) a registration statement filed pursuant to the U.S. Securities Act or (ii) an available exemption from registration, such as Rule 904 of Regulation S or Rule 144, as more fully described in the Circular.
Whether or not the undersigned delivers the required documentation to the Depositary, as of the Effective Time, the undersigned will cease to be a holder of Richmont Shares and, subject to the ultimate expiry deadline identified below, will only be entitled to receive the consideration to which the undersigned is entitled under the Arrangement. REGISTERED SHAREHOLDERS WHO DO NOT DELIVER THE CERTIFICATES, IF ANY, REPRESENTING THEIR RICHMONT SHARES, A VALIDLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS TO THE DEPOSITARY ON OR BEFORE THE SIXTH ANNIVERSARY OF THE EFFECTIVE DATE WILL LOSE THEIR RIGHT TO RECEIVE ANY CONSIDERATION FOR THEIR RICHMONT SHARES AND ANY CLAIM OR INTEREST OF ANY KIND OR NATURE AGAINST RICHMONT, ALAMOS OR THE DEPOSITARY.
Please read the 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 as set forth herein will not constitute a valid delivery. If Richmont Shares are registered in different names, a separate Letter of Transmittal must be submitted for each different registered Shareholder.
In connection with the Arrangement, the undersigned encloses herewith the certificate(s), if any, for the following Richmont Shares registered in the name of the undersigned or duly endorsed for transfer to the undersigned:
DESCRIPTION OF RICHMONT SHARES DEPOSITED
(please print)
Certificate Number(s) | Name(s) and Address(es) of Registered | Number of Richmont Shares |
(if applicable) | Shareholder(s) | Deposited |
TOTAL: |
(Please print or type. If space is insufficient, please attach a list to this Letter of Transmittal in the above form.)
The undersigned authorizes and directs the Depositary to issue a Direct Registration System Advice (a “DRS Advice”) for the Alamos Shares to which the undersigned is entitled as indicated below and to mail such DRS Advice to the address indicated below or hold the Alamos Shares for pickup, in accordance with the instructions given below, or if no instructions are given, mail such DRS Advice in the name and to the address, if any, of the undersigned as appears on the share register maintained by Computershare Investor Services Inc. on behalf of Richmont. In the event that a DRS Advice is not available, an Alamos stock certificate will be issued and mailed to the address indicated below or if the Shareholder desires, held for pickup at the Depositary.
BOX A | BOX B | |||||
ENTITLEMENT DELIVERY | ISSUE ALAMOS SHARES IN THE NAME OF*: | |||||
All Alamos Shares to which you are entitled will be issued and mailed to you at your existing registered address unless otherwise stated. If you would like your Alamos Shares issued to a different name or address, please complete BOX B and refer to INSTRUCTIONS 2 & 3 | □ CHECK BOX IF SAME AS EXISTING REGISTRATION (DEFAULT) | |||||
□ MAIL ALAMOS SHARES TO ADDRESS ON RECORD(DEFAULT) | ||||||
(NAME) | ||||||
□ MAIL ALAMOS SHARES TO A DIFFERENT ADDRESS (MUST COMPLETE BOX B) | (STREET NUMBER & NAME) | |||||
(CITY AND PROVINCE/ STATE) | ||||||
□ HOLD ALAMOS SHARES FOR PICKUP AT COMPUTERSHARE OFFICE (CHECK LOCATION) | ||||||
(COUNTRY AND POSTAL/ ZIP CODE) | ||||||
O TORONTO O MONTREAL O VANCOUVER O CALGARY | (TELEPHONE NUMBER (BUSINESS HOURS) | |||||
SEE INSTRUCTION 10 FOR OFFICE ADDRESSES | (SOCIAL INSURANCE/SECURITY NUMBER) | |||||
* IF THIS NAME OR ADDRESS IS DIFFERENT FROM YOUR EXISTING REGISTRATION, PLEASE PROVIDE SUPPORTING TRANSFER REQUIREMENTS (SEE INSTRUCTIONS 2 & 3) | ||||||
BOX C | ||
RESIDENCY DECLARATION | ||
ALL RICHMONT SHAREHOLDERS ARE REQUIRED TO COMPLETE A RESIDENCY DECLARATION. FAILURE TO COMPLETE A RESIDENCY DECLARATION MAY RESULT IN A DELAY IN YOUR PAYMENT. | ||
The undersigned represents that: | ||
□ The beneficial owner of the Richmont Shares deposited herewithis a U.S. Shareholder. | ||
□ The beneficial owner of the Richmont Shares deposited herewithis not a U.S. Shareholder. | ||
A “U.S. Shareholder” is any Shareholder who is either (i) located or providing an address pursuant to Box A or Box B 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 9 below (or acting on behalf of a U.S. Person). If you are a U.S Person or acting on behalf of a U.S. Person, then in order to avoid backup withholding of U.S federal income tax you must provide a complete IRS Form W-9 (enclosed) below or otherwise provide certification that the U.S. Person is exempt from backup withholding, as provided in Instruction 9 below. 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. | ||
SHAREHOLDER SIGNATURE(S)
Signature guaranteed by | Signature of Shareholder | |
Dated: ____________________________________, 2017 | ||
Authorized Signature | ||
| ||
Signature of Shareholder or authorized representative | ||
Name of Guarantor (please print or type) | (see Instructions 2 and 4) | |
Address of Guarantor(please print or type) | ||
Address | ||
Name of Shareholder (please print or type) | ||
Telephone No | ||
Name of authorized representative, if applicable | ||
(please print or type) | ||
INSTRUCTIONS
1. | Use of the Letter of Transmittal |
Registered Shareholders should read the accompanying Circular prior to completing this Letter of Transmittal. Capitalized terms used but not otherwise defined herein have the respective meanings ascribed thereto in the Glossary of Terms in the Circular. To receive the Alamos Shares upon completion of the Arrangement, Shareholders must deposit with the Depositary (at any of the offices specified below), on or before the sixth anniversary of the Effective Date, a duly completed Letter of Transmittal together with the certificate(s), if any, representing their Richmont Shares.
Pursuant to the terms of the Arrangement, any certificates formerly representing Richmont Shares that are not deposited with the Depositary together with a duly completed Letter of Transmittal and any other documents the Depositary reasonably requires, on or before the sixth anniversary of the Effective Date, shall cease to represent a right or claim of any kind or nature and the right of the holder of certificates representing Richmont Shares to receive the Alamos Shares for such Richmont Shares shall be deemed to be surrendered together with all dividends or distributions thereon held for such holder (less any applicable withholding tax).
The method used to deliver this Letter of Transmittal and any accompanying certificates representing the Richmont Shares is at the option and risk of the Shareholder, and delivery will be deemed effective only when such documents are actually received by the Depositary. Richmont and Alamos recommend that the necessary documentation be hand delivered to the Depositary, at any of the offices specified below, and a receipt obtained; otherwise the use of registered mail with return receipt requested, properly insured, is recommended. Shareholders whose Richmont Shares are registered in the name of an Intermediary should contact that Intermediary for assistance in depositing those Richmont Shares.
2. | Signatures |
This Letter of Transmittal must be filled in, dated and signed by the registered holder of the Richmont Shares described above or by such Shareholder’s duly authorized representative (in accordance with Instruction 4).
(a) | If this Letter of Transmittal is signed by the registered holder(s) of the accompanying certificate(s), if any, or the registered holder(s) of the Deposited Shares as evidenced by the register of Richmont Shares maintained by or on behalf of Richmont, 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 the Deposited Share(s) is/are held of record by two or more joint Shareholders, all such Shareholders must sign this Letter of Transmittal. |
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(b) | If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Deposited Share(s), or if the DRS Advice representing Alamos Shares is to be issued to a person other than the registered Shareholder(s); |
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(i) | any deposited certificate(s) representing the Deposited Share(s) must be endorsed or be accompanied by appropriate share transfer power(s) of attorney duly and properly completed by the registered Shareholder(s); and | |
(ii) | the signature(s) on such endorsement or share transfer power(s) of attorney must correspond exactly to the name(s) of the registered Shareholder(s) as registered or as appearing on the certificate(s) and must be guaranteed as noted in Instruction 3 below. |
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(c) | If any of the Deposited Shares are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of such Deposited Shares. |
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3. | Guarantee of Signatures |
No signature guarantee is required on this Letter of Transmittal if it is signed by the registered holder(s) of the Richmont Shares deposited therewith, unless that Shareholder has completed Box B.
Where the Shareholder has completed Box B, all signatures on this Letter of Transmittal 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 2.
An “Eligible Institution” means a Canadian Schedule I chartered bank, a major trust company in Canada, a member of the Securities Transfer Agents Medallion Program (STAMP), a member of the Stock Exchanges 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.
4. | Fiduciaries, Representatives and Authorizations |
Where 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 or fiduciary capacity, this Letter of Transmittal must be accompanied by satisfactory evidence of their proof of appointment and authority to act. Alamos and the Depositary may, at their discretion, require additional evidence of appointment or authority or additional documentation.
5. | Delivery Instructions |
If neither Box A nor Box B is completed, any DRS Advices to be issued for the Deposited Shares will be issued in the name of the registered holder of the Deposited Shares and will be mailed to the address of the registered holder of the Deposited Shares as it appears on the register of Richmont Shares maintained by or on behalf of Richmont. Otherwise, the DRS Advices to be issued in exchange for the Deposited Shares will be issued in the name of the person indicated in Box B and delivered to the address indicated in Box A (unless the Shareholder has opted to pickup the Alamos Shares at the offices of the Depositary). Any DRS Advices mailed in accordance with this Letter of Transmittal will be deemed to be delivered at the time of mailing.
6. | Lost Certificates |
In the event any certificate, that immediately prior to the Effective Time represented one or more outstanding Richmont Shares that were exchanged pursuant to the Arrangement, shall have been lost, stolen or destroyed, the holder claiming such certificate to be lost, stolen or destroyed must make an affidavit of that fact and the Depositary will deliver DRS Advices representing the Alamos Shares that such holder is entitled to receive in accordance with the Arrangement. When authorizing such delivery, the holder to whom DRS Advices representing such Alamos Shares are to be delivered shall, as a condition precedent to such delivery, give a bond satisfactory to Richmont, Alamos and the Depositary in such amount as Richmont, Alamos and the Depositary may direct, or otherwise indemnify Richmont, Alamos and the Depositary in a manner satisfactory to Richmont, Alamos and the Depositary, against any claim that may be made against Richmont, Alamos and the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed.
7. | Miscellaneous |
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(a) | If the space on this Letter of Transmittal is insufficient to list all certificates for Richmont Shares, additional certificate numbers and numbers of Richmont Shares may be included on a separate signed list affixed to this Letter of Transmittal. |
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(b) | If Richmont Shares are registered in different forms (e.g., “John Doe” or “J. Doe”) a separate Letter of Transmittal should be signed for each different registration. |
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(c) | No alternative, conditional or contingent deposits of Richmont Shares will be accepted and no fractional Alamos Shares will be issued. |
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(d) | Additional copies of this Letter of Transmittal may be obtained from the Depositary at any of its offices at the addresses listed below. |
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(e) | Alamos 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 the Depositary. |
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(f) | This Letter of Transmittal will be construed in accordance with, and be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. |
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(g) | The parties hereto confirm that it is their wish that this Letter of Transmittal as well as all other documents relating hereto, including notices, have been and shall be drawn up in English.Les parties aux présentes confirment leur consentement à ce que cette lettre d’envoi de même que tous les documents, ainsi que tout avis s'y rattachant, soient rédigés en anglais. |
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8. | Privacy Notice |
The Depositary is committed to protecting personal information. In the course of providing services, the Depositary receives non-public personal information about shareholders from transactions the Depositary performs, forms a shareholder may send to the Depositary or other communications the Depositary may have with a shareholder and its representatives. This information could include a shareholder’s name, address, social insurance number, securities holdings and other financial information. The Depositary uses this to administer a shareholder’s account, to better serve client needs and for other lawful purposes relating to its services. The Depositary has prepared a Privacy Code to tell shareholders more about its information practices and how their privacy is protected. It is available at the Depositary’s website, at www.computershare.com, or by writing to the Depositary at 100 University Avenue, 8thFloor, Toronto, Ontario, M5J 2Y1. The Depositary will use any information a Shareholder provides with this Letter of Transmittal in order to process a Shareholder’s request and will consider a Shareholder’s submission of this Letter of Transmittal as its consent to the above.
9. | U.S. Persons |
For purposes of this Letter of Transmittal, a “U.S. Person” is a beneficial owner of Richmont Shares that, for U.S. federal income tax purposes, is (a) an individual who is a citizen or resident of the U.S., (b) a corporation, partnership, or other entity classified as a corporation or partnership for U.S. federal income tax purposes, that is created or organized in or under the laws of the United States, or any political subdivision thereof or therein, (c) an estate if the income of such estate is subject to U.S. federal income tax regardless of the source of such income, or (d) a trust if (i) such trust has validly elected to be treated as a U.S. person for U.S. federal income tax purposes, or (ii) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of such trust.
United States federal income tax law generally requires that a U.S. Person who receives Alamos Shares or cash consideration in the Arrangement provide the Depositary with its correct Taxpayer Identification Number (“TIN”) or Employer Identification Number (“EIN”), which, in the case of a Shareholder who is an individual, is generally the individual’s social security number. If the Depositary is not provided with the correct TIN or EIN or an adequate basis for an exemption, as the case may be, such Shareholder may be subject to penalties imposed by the U.S. Internal Revenue Service (“IRS”) and backup withholding in an amount equal to 28% of the gross proceeds attributable to the Alamos Shares and any cash payment received hereunder. If withholding results in an overpayment of taxes, a refund may be obtained by the Shareholder from the IRS.
To prevent backup withholding, each U.S. Person must provide his correct TIN or EIN by completing the Form W-9 set out in this document, which requires such Shareholder to certify under penalty of perjury: (1) that the TIN or EIN provided is correct (or that such Shareholder is awaiting a TIN or EIN); (2) that (i) the Shareholder is exempt from backup withholding; (ii) the Shareholder has not been notified by the IRS that such Shareholder is subject to backup withholding as a result of a failure to report all interest or dividends; or (iii) the IRS has notified the Shareholder that such Shareholder is no longer subject to backup withholding; (3) that the Shareholder is a U.S. Person (including a U.S. resident alien); and (4) that any FATCA codes entered on the form are correct.
Exempt Shareholders are not subject to backup withholding requirements. To prevent possible erroneous backup withholding, an exempt Shareholder must enter its correct TIN or EIN in Part 1 of the Form W-9, enter an exempt payee code on Line 4 of such form, and sign and date the form.
If a U.S. Person does not have a TIN or EIN, such Shareholder should: (i) consult with its own U.S. tax advisor on applying for a TIN or EIN; (ii) write “Applied For” in the space for the TIN in Part I of the Form W-9; and (iii) sign and date the Form W-9. In such case, the Depositary may withhold 28% of the gross proceeds of any payment made to such Shareholder prior to the time a properly certified TIN or EIN is provided to the Depositary, and if the Depositary is not provided with a TIN within sixty (60) days, such amounts will be paid over to the IRS.
If the Form W-9 is not applicable to a registered Shareholder that checked box 1 in Box C “Residency Declaration”, such Shareholder will instead need to submit an appropriate and properly completed IRS Form W-8 Certificate of
Foreign Status, signed under penalty of perjury. An appropriate IRS Form W-8 (W-8BEN, W-8BEN-E, W-8EXP or other form) may be obtained from the Depositary.
A U.S. PERSON WHO FAILS TO PROPERLY COMPLETE THE FORM W-9 SET OUT IN THIS LETTER OF TRANSMITTAL OR, IF APPLICABLE, THE APPROPRIATE IRS FORM W-8, MAY BE SUBJECT TO BACKUP WITHHOLDING OF 28% OF THE GROSS PROCEEDS OF ANY PAYMENTS MADE TO SUCH SHAREHOLDER PURSUANT TO THE ARRANGEMENT AND MAY BE SUBJECT TO PENALTIES. 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 FILING A TIMELY CLAIM FOR REFUND WITH THE IRS. THE DEPOSITARY CANNOT REFUND AMOUNTS WITHHELD BY REASON OF BACKUP WITHHOLDING.
Each Shareholder is urged to consult his, her or its own tax advisor to determine whether such Shareholder is required to furnish an IRS Form W-9, is exempt from backup withholding and information reporting, or is required to furnish an applicable IRS Form W-8.
10. | Computershare Office Locations |
Below are the applicable Computershare office locations. All necessary documentation and accompanying certificates representing the Richmont Shares, if any, may be delivered to any of the Computershare office locations below. Entitlements may be picked up at any of the Computershare office locations below with counter services. Pickup instructions must be selected in Box A.
Montreal | Toronto | Calgary | Vancouver |
1500 Boulevard Robert-Bourassa, 7thFloor | 100 University Ave, | 530 8 Ave SW, 6thFloor | 510 Burrard Street,2ndFloor, |
Montréal, QC H3A 3S8 | 8thFloor, North Tower | Calgary, AB T2P 3S8 | Vancouver, BC V6C 3A8 |
Toronto, ON M5J 2Y1 |
[NTD: ATTACH FORM W-9]
OFFICES OF THE DEPOSITARY,
COMPUTERSHARE INVESTOR SERVICES INC.
By Mail:
P.O. Box 7021
31 Adelaide St. E.
Toronto, ON
M5C 3H2
Attn: Corporate Actions
By Registered Mail, Hand or Courier:
100 University Avenue
8thFloor
Toronto, ON
M5J 2Y1
Attn: Corporate Actions
Telephone:
1-800-564-6253
E-Mail:
corporateactions@computershare.com
Any questions and requests for assistance may be directed by Shareholders to the Depositary at the telephone number or email address set out above.