EXHIBIT 99.3
FORM OF NOTICE OF GUARANTEED DELIVERY
With Respect to
7.95% Notes Due 2011
of
BOWATER CANADA FINANCE CORPORATION
This form or one substantially equivalent hereto must be used to accept
the Exchange Offer of Bowater Canada Finance Corporation, a Nova Scotia
unlimited liability company (the "Company"), made pursuant to the prospectus,
dated December , 2001 (the "Prospectus"), and the enclosed Letter of
Transmittal (the "Letter of Transmittal") if certificates for Original Notes are
not immediately available or if the procedure for book-entry transfer cannot be
completed on a timely basis or time will not permit all required documents to
reach the exchange agent prior to 5:00 p.m., New York City time, on the
Expiration Date of the Exchange Offer. Such form may be delivered or transmitted
by facsimile transmission, mail or hand delivery to The Bank of New York (the
"Exchange Agent") as set forth below. In addition, in order to utilize the
guaranteed delivery procedure to tender Original Notes pursuant to the Exchange
Offer, a completed, signed and dated Letter of Transmittal (or facsimile
thereof) must also be received by the Exchange Agent prior to 5:00 p.m., New
York City time, on the Expiration Date. Capitalized terms not defined herein are
defined in the Prospectus.
DELIVERY TO: THE BANK OF NEW YORK, EXCHANGE AGENT
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By Mail: By Overnight Courier or Hand: By Facsimile:
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The Bank of New York The Bank of New York
Corporate Trust Operations Corporate Trust Operations (212) 235-2261
Reorganization Unit Reorganization Unit
15 Broad Street, 16th Floor 15 Broad Street Confirm:
New York, NY 10007 Lobby Level (212) 235-2358
Attn: Mr. Kin Lau New York, NY 10007
Attn: Mr. Kin Lau
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DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE,
OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE,
WILL NOT CONSTITUTE A VALID DELIVERY.
Ladies and Gentlemen:
Upon the terms and conditions set forth in the Prospectus and the
accompanying Letter of Transmittal, the undersigned hereby tenders to the
Company the principal amount of Original Notes set forth below, pursuant to the
guaranteed delivery procedures described in the "Exchange Offer-- Procedures for
Tendering Original Notes--Guaranteed Delivery Procedures" section of the
Prospectus.
Principal Amount of Original Notes Tendered: ________________________
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Certificate Nos. (If Available): ____________________________________
______________________________________________________________________
Signature(s) of Record Holder(s)
______________________________________________________________________
(Please Type or Print Names(s) of Record Holder(s))
Dated: _______________________________________________________ , 20__
Address: ____________________________________________________________
ZIP Code
______________________________________________________________________
Daytime Area Code and Telephone No.
[_]Check this box if Original Notes will be delivered by book-entry transfer to
The Depositary Trust Company.
Account Number: _____________________________________________________
THE ACCOMPANYING GUARANTEE MUST BE COMPLETED.
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GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a participant in the Security Transfer Agents Medallion
Program or an "eligible guarantor institution," as such term is defined in Rule
17Ad-15 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), (a) represents that the above named person(s) "own(s)" the Original Notes
tendered hereby within the meaning of Rule 14e-4(b)(2) under the Exchange Act,
(b) represents that the tender of those Original Notes complies with Rule 14e-4,
and (c) guarantees to deliver to the Exchange Agent, at its address set forth in
the Notice of Guaranteed Delivery, the certificates representing all tendered
Original Notes, in proper form for transfer, or a book-entry confirmation (a
confirmation of a book-entry transfer of Original Notes into the Exchange
Agent's account at DTC), together with a properly completed and duly executed
Letter of Transmittal (or facsimile thereof), with any required signature
guarantees, and any other documents required by the Letter of Transmittal within
three (3) New York Stock Exchange trading days after the date of execution of
this Notice of Guaranteed Delivery.
Name of Firm: _______________________________________________________
______________________________________________________________________
(Authorized Signature)
Address: ____________________________________________________________
ZIP Code
Area Code and Tel. No.: _____________________________________________
Name: _______________________________________________________________
(Please Type or Print)
Title: ______________________________________________________________
Dated: _____________________, 20__
DO NOT SEND CERTIFICATES WITH THIS NOTICE OF GUARANTEED DELIVERY.
CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
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INSTRUCTIONS
1. Delivery of this Notice of Guaranteed Delivery. A properly completed
and duly executed copy of this Notice of Guaranteed Delivery and any other
documents required by this Notice of Guaranteed Delivery must be received by the
Exchange Agent at its address set forth on the cover hereof prior to the
Expiration Date. The method of delivery of this Notice of Guaranteed Delivery
and all other required documents to the Exchange Agent is at the election and
risk of the Holder but, except as otherwise provided below, the delivery will be
deemed made only when actually received by the Exchange Agent. Instead of
delivery by mail, it is recommended that Holders use an overnight or hand
delivery service, properly insured. If such delivery is by mail, it is
recommended that the Holder use properly insured, registered mail with return
receipt requested. For a full description of the guaranteed delivery procedures,
see the Prospectus under the caption "The Exchange Offer--Procedures for
Tendering Original Notes--Guaranteed Delivery Procedures." In all cases,
sufficient time should be allowed to assure timely delivery. No Notice of
Guaranteed Delivery should be sent to the Company.
2. Signature on this Notice of Guaranteed Delivery; Guarantee of
Signatures. If this Notice of Guaranteed Delivery is signed by the Holder(s)
referred to herein, then the signature must correspond with the name(s) as
written on the face of the Original Notes without alteration, enlargement or any
change whatsoever. If this Notice of Guaranteed Delivery is signed by a person
other than the Holder(s) listed, this Notice of Guaranteed Delivery must be
accompanied by a properly completed bond power signed as the name of the
Holder(s) appear(s) on the face of the Original Notes without alteration,
enlargement or any change whatsoever. If this Notice of Guaranteed Delivery is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and, unless waived by the
Company, evidence satisfactory to the Company of their authority so to act must
be submitted with this Notice of Guaranteed Delivery.
3. Requests for Assistance or Additional Copies. Questions relating to
the Exchange Offer or the procedure for consenting and tendering as well as
requests for assistance or for additional copies of the Prospectus, the Letter
of Transmittal and this Notice of Guaranteed Delivery, may be directed to the
Exchange Agent at the address set forth on the cover hereof or to your broker,
dealer, commercial bank or trust company.
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