Exhibit 99.5
HOLLINGER INC.
NOTICE OF GUARANTEED DELIVERY
This form or one substantially equivalent to this form must be
used to accept the offer (the "Exchange Offer") of Hollinger Inc. to exchange
(i) an aggregate principal amount of up to $120,000,000 of its 11 7/8% Senior
Notes due 2011 (the "New Notes"), the issuance of which has been registered
under the Securities Act of 1933, as amended (the "Securities Act"), for a like
principal amount of its issued and outstanding 11 7/8% Senior Notes due 2011
(the "Old Notes"), which were issued in offerings under Rule 144A and Regulation
S of the Securities Act that were not registered under the Securities Act. The
Exchange Offer will expire at 5:00 p.m., New York City time, on ____________,
2003, unless extended (as it may be extended, the "Expiration Date"). As
described in the enclosed Prospectus, dated _____________, 2003 (the
"Prospectus"), if you are a registered holder of Old Notes and wish to tender
your Old Notes, but (1) the certificates for Old Notes are not immediately
available, (2) time will not permit your certificates for Old Notes or other
required documents to reach Wachovia Bank, National Association, as exchange
agent (the "Exchange Agent"), before the Expiration Date or (3) the procedure
for book-entry transfer cannot be completed before the Expiration Date, you may
effect a tender of your Old Notes if (1) the tender is made through an Eligible
Guarantor Institution (as defined in the Prospectus under the caption "The
Exchange Offer - Procedures for Tendering Old Notes"); (2) prior to the
Expiration Date, the Exchange Agent receives from an Eligible Guarantor
Institution a properly completed and duly executed Notice of Guaranteed
Delivery, substantially in this form, setting forth your name and address, and
the amount of Old Notes you are tendering and stating that the tender is being
made by Notice of Guaranteed Delivery. These documents may be sent by overnight
courier, registered or certified mail or facsimile transmission. If you elect to
use this procedure, you must also guarantee that within three New York Stock
Exchange, Inc., ("NYSE") trading days after the date of execution of the Notice
of Guaranteed Delivery, the certificates for all physically tendered Old Notes,
in proper form for transfer, or a Book-Entry Confirmation (as defined in the
Prospectus under the caption "The Exchange Offer - Procedures for Tendering Old
Notes") of transfer of the Old Notes into the Exchange Agent's account at The
Depository Trust Company (including the Agent's Message (as defined in the
Prospectus under the caption "The Exchange Offer - Procedures for Tendering Old
Notes") that forms a part of the Book-Entry Confirmation), as the case may be, a
properly completed and duly executed Letter of Transmittal, with any required
signature guarantees, and all other documents required by the Letter of
Transmittal, will be deposited by the Eligible Guarantor Institution with the
Exchange Agent; and (3) the Exchange Agent receives the certificates for all
physically tendered Old Notes, in proper form for transfer, or a Book-Entry
Confirmation of transfer of the Old Notes into the Exchange Agent's account at
The Depository Trust Company, as the case may be, a properly completed and duly
executed Letter of Transmittal, with any required signature guarantees, and all
other required documents or, in the case of a Book-Entry Confirmation, a
properly completed and duly executed Letter of Transmittal, with any required
signature guarantees, or an Agent's Message
instead of the Letter of Transmittal, in each case, within three NYSE trading
days after the date of execution of this Notice of Guaranteed Delivery.
Delivery to: Wachovia Bank, National Association, Exchange Agent
By Regular Mail or Hand By Certified or Registered Mail or By Facsimile To Confirm by Telephone
Delivery: Overnight Courier: (Eligible Guarantor Institutions or for Information Call:
Wachovia Bank, National Only) Wachovia Bank, National
Association Wachovia Bank, National Association Wachovia Bank, National Association Association
1525 West W.T. Blvd., 3C3 1525 West W.T. Blvd., 3C3 One Wachovia Center Attention: Corporate Trust
Charlotte, NC 28288-1153 Charlotte, NC 28262 301 South College Street Administration
Attention: Marsha Rice Attention: Marsha Rice Charlotte, North Carolina 28288-0609 Phone: (704) 590-7413
Corporate Trust Operations Corporate Trust Operations Attention: Corporate Trust
Administration
Fax: (704) 590-7628
DELIVERY OF A LETTER OF TRANSMITTAL OR AGENT'S MESSAGE TO AN ADDRESS OTHER THAN
THE ADDRESS LISTED ABOVE OR TRANSMISSION OF INSTRUCTIONS BY FACSIMILE OTHER THAN
AS SET FORTH ABOVE IS NOT VALID DELIVERY OF THE LETTER OF TRANSMITTAL OR AGENT'S
MESSAGE.
Ladies and Gentlemen:
Subject to the terms and conditions set forth in the Prospectus and the
accompanying Letter of Transmittal, the undersigned hereby tenders to Hollinger
Inc. the principal amount of Old Notes set forth below pursuant to the
guaranteed delivery procedure described in the Prospectus under the caption "The
Exchange Offer -- Guaranteed Delivery Procedures."
CERTIFICATE NOS. (IF
KNOWN) OF OLD
NOTES OR ACCOUNT
NO. AT THE AGGREGATE AGGREGATE
DEPOSITORY TRUST PRINCIPAL AMOUNT PRINCIPAL AMOUNT
TITLE OF SERIES COMPANY REPRESENTED TENDERED*
- --------------------- -------------------- ---------------- ----------------
11 7/8% Old Notes due
2011
ALL AUTHORITY HEREIN CONFERRED OR AGREED TO BE CONFERRED SHALL SURVIVE THE DEATH
OR INCAPACITY OF THE UNDERSIGNED AND EVERY OBLIGATION OF THE UNDERSIGNED
HEREUNDER SHALL BE BINDING UPON THE HEIRS, PERSONAL REPRESENTATIVES, SUCCESSORS
AND ASSIGNS OF THE UNDERSIGNED.
PLEASE SIGN HERE
X _____________________________________ ______________________________
X _____________________________________ ______________________________
Signature(s) of Owner(s) Date
or Authorized Signatory
Area Code and Telephone Number: ( ) ______________________________
Must be signed by the holder(s) of Old Notes as their name(s)
appear(s) on certificates for Old Notes or on a security position listing, or by
person(s) authorized to become registered holder(s) by endorsement and documents
transmitted with this Notice of Guaranteed Delivery. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer or other
person acting in a fiduciary or representative capacity, such person must set
forth his or her full title below.
- ---------------
*Must be in denominations of principal amount of $1,000 and any integral
multiple thereof.
PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s): _________________________________
_________________________________
_________________________________
Capacity: _________________________________
_________________________________
Address(es): _________________________________
_________________________________
GUARANTEE
(Not to be used for signature guarantee)
The undersigned, an Eligible Guarantor Institution, hereby
guarantees that the certificates representing the principal amount of Old Notes
tendered hereby in proper form for transfer, or timely confirmation of the
book-entry transfer of such Old Notes into the Exchange Agent's account at The
Depository Trust Company pursuant to the procedures set forth in the Prospectus
under the caption "The Exchange Offer -- Guaranteed Delivery Procedures,"
together with any required signature guarantee and any other documents required
by the Letter of Transmittal, will be received by the Exchange Agent at the
address set forth above, no later than three NYSE trading days after the
Expiration Date.
_______________________________ _____________________________
Name of Firm Authorized Signature
_______________________________ _____________________________
Address Title
_______________________________ Name: _______________________
Zip Code (Please Type or Print)
Area Code and Tel. No. ________ Dated: ______________________
NOTE: DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS FORM. CERTIFICATES FOR
OLD NOTES SHOULD BE SENT ONLY WITH A COPY OF YOUR PREVIOUSLY EXECUTED LETTER OF
TRANSMITTAL.