QuickLinks -- Click here to rapidly navigate through this documentTHIS IS NOT A LETTER OF TRANSMITTAL
NOTICE OF GUARANTEED DELIVERY
FOR COMMON SHARES OF
PERU COPPER INC.
Pursuant to an Offer dated June 25, 2007
made by
CHINALCO CANADA B.C. HOLDINGS LTD.
a wholly-owned subsidiary of
ALUMINUM CORPORATION OF CHINA
THE OFFER WILL BE OPEN FOR ACCEPTANCE UNTIL 12:00 NOON
(TORONTO TIME)
ON JULY 31, 2007 (THE "EXPIRY TIME"), UNLESS EXTENDED OR WITHDRAWN
BY THE OFFEROR.
This Notice of Guaranteed Delivery must be used to accept the offer dated June 25, 2007 (the "Offer") made by Chinalco Canada B.C. Holdings Ltd. (the "Offeror"), a wholly-owned subsidiary of Aluminum Corporation of China, to holders of common shares of Peru Copper Inc. ("Common Shares") if (i) the certificate(s) representing the Common Shares are not immediately available, (ii) the holder of Common Shares (the "Shareholder") cannot complete the procedure for book-entry transfer on a timely basis, or (iii) the Shareholder is not able to deliver the certificate(s) and all other required documents to the Depositary or the U.S. Forwarding Agent at or prior to the Expiry Time. This Notice of Guaranteed Delivery may be delivered by hand, by registered mail, by courier or by mail or may be transmitted by facsimile transmission to the Depositary at the address or facsimile number, as applicable, set out below.
USE THIS NOTICE OF GUARANTEED DELIVERY IF YOU WISH TO ACCEPT THE OFFER BUT YOUR PERU COPPER SHARE CERTIFICATE(S) ARE NOT IMMEDIATELY AVAILABLE, YOU CANNOT COMPLETE THE PROCEDURE FOR BOOK-ENTRY TRANSFER ON A TIMELY BASIS OR YOU ARE NOT ABLE TO DELIVER YOUR PERU COPPER SHARE CERTIFICATE(S) TO THE DEPOSITARY OR U.S. FORWARDING AGENT AT OR PRIOR TO THE EXPIRY TIME.
The terms and conditions of the Offer are incorporated by reference in this Notice of Guaranteed Delivery. Capitalized terms used but not defined in this Notice of Guaranteed Delivery that are defined in the Offer to Purchase and accompanying Circular dated June 25, 2007 (the "Offer to Purchase and Circular") have the meanings ascribed to them in the Offer to Purchase and Circular.
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TO: The Depositary, Computershare Investor Services Inc. |
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By Mail:
P.O. Box 7021
31 Adelaide Street East
Toronto, Ontario
Canada M5C 3H2
Attn: Corporate Actions |
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By Hand, Courier or Registered Mail:
100 University Avenue
9th Floor
Toronto, Ontario
Canada M5J 2Y1
Attn: Corporate Actions |
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By Facsimile Transmission:
905-771-4082 |
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WHEN AND HOW TO USE THIS NOTICE OF GUARANTEED DELIVERY
If a Shareholder wishes to deposit Common Shares pursuant to the Offer and the certificate(s) representing the Common Shares are not immediately available, the Shareholder cannot complete the procedure for book-entry transfer on a timely basis or the Shareholder is not able to deliver the certificate(s) and all other required documents to the Depositary or the U.S. Forwarding Agent at or prior to the Expiry Time, those Common Shares may nevertheless be deposited under the Offer provided that all of the following conditions are met:
- (a)
- the deposit is made by or through an Eligible Institution;
- (b)
- this Notice of Guaranteed Delivery (or a facsimile hereof), properly completed and duly executed, including a guarantee by an Eligible Institution in the form specified below, is received by the Depositary, at the address specified on the cover page of this Notice of Guaranteed Delivery, at or prior to the Expiry Time; and
- (c)
- the certificate(s) representing all deposited Common Shares, together with a properly completed and duly executed Letter of Transmittal (or a facsimile thereof) relating to such Common Shares, with any required signature guarantees, or a Book-Entry Confirmation with respect to the deposited Common Shares (and in the case of a book-entry transfer into the Depositary's account at DTC, either a properly completed and duly executed Letter of Transmittal or an Agent's Message) and all other documents required by the Letter of Transmittal, are received by the Depositary at the address specified on the cover page of this Notice of Guaranteed Delivery at or prior to 12:00 noon (Toronto time) on the third trading day on the TSX after the Expiry Date.
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 or banks or trust companies in the United States.
The undersigned understands and acknowledges that payment for Common Shares tendered pursuant to the Letter of Transmittal will be made only after timely receipt by the Depositary of (i) certificate(s) representing such Common Shares, or a Book-Entry Confirmation with respect to the deposited Common Shares, and (ii) a Letter of Transmittal (or a facsimile thereof) (or in the case of a book- entry transfer into the Depositary's account at DTC, an Agent's Message) properly completed and duly executed, with any signatures guaranteed, if so required, and all other documents required by the Letter of Transmittal at or prior to 12:00 noon (Toronto time) on the third trading day on the TSX after the Expiry Date. The undersigned also understands and acknowledges that under no circumstances will interest accrue or be paid by the Offeror or the Depositary to persons depositing Common Shares on the purchase price of such Common Shares purchased by the Offeror, regardless of any delay in making such payment, and that the consideration for Common Shares tendered pursuant to the guaranteed delivery procedures will be the same as that for Common Shares delivered to the Depositary before the Expiry Time.
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| CURRENCY OF PAYMENT |
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Check here if you wish to receive payment under the Offer in U.S. dollars based on the Bank of Canada Noon Rate on the Business Day immediately preceding the date of delivery of funds to the Depositary to pay for your Common Shares. |
A Shareholder who does not check the box above will receive payment under the Offer in Canadian dollars. |
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All authority conferred, or agreed to be conferred, by this Notice of Guaranteed Delivery may be exercised during any subsequent legal incapacity of the undersigned and shall, to the extent permitted by law, survive the death or incapacity, bankruptcy or insolvency of the undersigned and all obligations of the undersigned under
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this Notice of Guaranteed Delivery shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. TO CONSTITUTE DELIVERY FOR THE PURPOSE OF SATISFYING GUARANTEED DELIVERY, THE LETTER OF TRANSMITTAL AND ACCOMPANYING CERTIFICATES MUST BE DELIVERED TO THE SAME OFFICE OF THE DEPOSITARY IN TORONTO, ONTARIO, WHERE THIS NOTICE OF GUARANTEED DELIVERY IS DELIVERED.
THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON THE LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE MUST APPEAR IN THE APPLICABLE SPACE IN THE LETTER OF TRANSMITTAL. THE GUARANTEE BELOW MUST BE COMPLETED.
DO NOT SEND CERTIFICATE(S) FOR COMMON SHARES WITH THIS NOTICE OF GUARANTEED DELIVERY. CERTIFICATE(S) FOR COMMON SHARES MUST BE SENT WITH YOUR LETTER OF TRANSMITTAL.
The undersigned hereby deposits with the Offeror, upon the terms and subject to the conditions set forth in the Offer to Purchase and Circular and in the related Letter of Transmittal, receipt of which is hereby acknowledged, the Common Shares listed below, pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase, "Manner of Acceptance — Procedures for Guaranteed Delivery".
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Certificate Number(s)* |
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Name in which registered |
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Number of Common Shares Deposited** |
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*Need not be completed by Shareholders depositing Common Shares by book-entry. |
| **Unless otherwise indicated, it will be assumed that all Common Shares described above are being deposited. |
o Check if Common Shares will be deposited by book-entry transfer and complete the following section: |
Name of Depositing Institution: |
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Account Number: |
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Transaction Code Number: |
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(Please print or type. If space is insufficient please attach a list in the above form.)
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| Signature(s) of Shareholder(s) | | Address(es) |
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| Name (please print or type) | | | | | | |
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| Date | | Zip Code/Postal Code |
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| E-mail Address | | Daytime Telephone Number
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GUARANTEE |
| (Not to be used for signature guarantee) |
The undersigned, an Eligible Institution, guarantees delivery to the Depositary, at its address set forth herein, of the certificate(s) representing the Common Shares deposited hereby each in proper form for transfer together with a Letter of Transmittal (or a facsimile thereof), properly completed and duly executed with any required signature guarantees, covering the deposited Common Shares and all other documents required by the Letter of Transmittal at or prior to 12:00 noon (Toronto time) on the third trading day on the TSX after the Expiry Date. |
Failure to comply with the foregoing could result in a financial loss to such Eligible Institution.
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| Name of Firm | | Authorized Signature |
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| Address of Firm | | Name (please print) |
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| Zip Code/Postal Code | | Date |
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| Area Code and Telephone Number | | |
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