Beneficial Debentureholders who wish to vote on the Convertible Debentureholders’ Arrangement Resolution at the Convertible Debentureholders’ Meeting, may only do so via their Intermediary through the facilities of CDS Clearing and Depository Services Inc. (“CDS”). Beneficial Debentureholders must submit a duly completed Convertible Debentureholder VIEF (or such other form of voting instruction as such Beneficial Debentureholder’s Intermediary may require for the purpose of soliciting its vote) to their Intermediary in accordance with the instructions provided by such Intermediaryprior to the Voting Deadline of 5:00 p.m. (EDT) on May 21, 2019 (or such earlier deadline set by your Intermediary) in order to permit their Intermediary sufficient time in advance of the Voting Deadline to submit the information to CDS. Beneficial Debentureholdersshould only complete and return this Convertible Debentureholder VIEF if instructed to by their Intermediary.
Beneficial Debentureholders who wish to receive Debentureholder Early Consent Consideration must vote in favour of the Convertible Debentureholders’ Arrangement Resolution by providing such voting instructions to its Intermediary by submitting this duly completed Convertible Debentureholder VIEF (or such other form of voting instruction as its Intermediary may require for the purpose of soliciting such Beneficial Debentureholder’s vote) with sufficient time to enable their Intermediary to submit the information to CDSprior to 5:00 p.m. (EDT) on the Early Consent Date of May 15, 2019. Note also that Intermediaries may have an earliercut-off date than the Early Consent Date.
Alternative Implementation Process
Should the Recapitalization Transaction not be implemented pursuant to the CBCA Plan for any reason, the Company may determine to proceed with the Recapitalization Transaction on substantially the same terms as described in the Information Circular pursuant to proceedings under theCompanies’ Creditors Arrangement Act (“CCAA”). Subject to the prior written consent of the Initial Consenting Noteholders and the Initial Consenting Debentureholder and further court order, the Company may, in such circumstances, seek to count any votes cast in favour of the Senior Unsecured Noteholders’ Arrangement Resolution in favour of resolutions of the applicable Senior Unsecured Noteholders approving the Arrangement under a proceeding under the CCAA.
Alternative Convertible Debentureholder Transaction
Pursuant to the CBCA Plan, the Company has the right, on or prior to the date the Recapitalization Transaction is implemented, to repay the Convertible Debentures with cash from proceeds of one or more equity issuances for up to 32.5% of the aggregate Common Shares issued and outstanding immediately following implementation of the Recapitalization Transaction.
Appointment of Proxyholders
A Convertible Debentureholder may appoint a proxyholder by contacting Kingsdale Advisors by: (i) telephone, toll-free in North America at1-866-229-8874 or at416-867-2272 outside of North America; or(ii) e-mail to contactus@kingsdaleadvisors.com and following the instructions received from them. Persons appointed as proxyholders need not be Convertible Debentureholders.
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