gdrzfform6kexhibit995051019.htm - Generated by SEC Publisher for SEC Filing

This Letter of Transmittal is important and requires your immediate attention. This Letter of Transmittal must be validly completed, duly signed and returned to the Depositary. It is important that you validly complete, duly sign and return this Letter of Transmittal on a timely basis in accordance with the instructions contained herein.

Shareholders whose Class A Shares are registered in the name of a broker, investment dealer, bank, trust company or other nominee should contact that nominee for instructions and assistance in delivering those Class A Shares.

If you need assistance in completing this Letter of Transmittal, please contact the Depositary toll-free at 1-800-564-6253 or by email at corporateactions@computershare.com or contact your professional advisor.

LETTER OF TRANSMITTAL

FOR CLASS A COMMON SHARES
OF
GOLD RESERVE INC.

This Letter of Transmittal is for use by registered holders (“Shareholders”) of Class A common shares (“Class A Shares”) of Gold Reserve Inc. (the “Company”) in connection with the proposed plan of arrangement (the “Arrangement”) pursuant to section 193 of the Business Corporations Act (Alberta) that is being submitted for approval at the annual general and special meeting of shareholders of the Company to be held on June 13, 2019 (the “Meeting”) as described in a management information circular dated April 30, 2019 (the “Circular”).

If the Arrangement becomes effective, each Shareholder will receive a distribution from the Company comprised of $0.76 and one Class A Share for each Class A Share held. Copies of the Arrangement, the Circular and this Letter of Transmittal are available on SEDAR at www.sedar.com under the Company’s profile. You are encouraged to carefully review the Circular in its entirety before completing this Letter of Transmittal. Capitalized terms used but not defined in this Letter of Transmittal have the meanings set out in the Circular.

The Company and Computershare Trust Company of Canada (the “Depositary”) shall be entitled to deduct and withhold from any payment, dividend, distribution or consideration otherwise payable to any Shareholder such amounts as the Company or the Depositary is required to deduct and withhold with respect to such payment under applicable laws. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Shareholder in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority.

The obligation of the Company to complete the Arrangement is subject to the satisfaction or waiver of certain conditions set out in the Arrangement. These conditions include, among others, approval of the Special Resolution by at least two-thirds of the votes cast by shareholders present in person or represented by proxy at the Meeting and approval of the Alberta Court of Queen’s Bench. There is no certainty that all conditions will be satisfied or that the Arrangement will become effective.

This Letter of Transmittal must accompany certificates for Class A Shares that are deposited pursuant to the Arrangement, together with any other additional documents or instruments as the Depositary may reasonably require.

No payment of any consideration will be made prior to completion of the Arrangement.

THE DEPOSITARY OR YOUR BROKER OR OTHER FINANCIAL ADVISOR WILL BE ABLE TO ASSIST YOU IN COMPLETING THIS LETTER OF TRANSMITTAL. PLEASE SEE BELOW FOR THE ADDRESS AND TELEPHONE NUMBER OF THE DEPOSITARY. IF YOUR CLASS A SHARES ARE HELD WITH A BROKER, INVESTMENT DEALER, BANK, TRUST COMPANY OR OTHER NOMINEE, YOU SHOULD IMMEDIATELY CONTACT SUCH INTERMEDIARY AND FOLLOW ANY INSTRUCTIONS TO BE PROVIDED BY THE INTERMEDIARY.

The Company currently expects the Effective Date to occur on or about June 13, 2019. Under no circumstances will interest accrue or be paid by the Company or the Depositary on the consideration for the Class A Shares to Shareholders depositing the Class A Shares with the Depositary, regardless of any delay in making any deposit or payment for the Class A Shares.

If the Special Resolution is passed and the Arrangement becomes effective, in order to receive the consideration for

your Class A Shares as provided under the Arrangement, you must properly complete and sign this Letter of Transmittal and deliver it, together with certificates representing your Class A Shares and any other additional documents and instruments as the Depositary may reasonably require. Additional copies of the Letter of Transmittal can be obtained by contacting the Depositary at the telephone numbers, email or addresses shown on the back page of this Letter of Transmittal.

PLEASE CAREFULLY READ THE CIRCULAR AND THE INSTRUCTIONS SET OUT BELOW BEFORE COMPLETING THIS LETTER OF TRANSMITTAL.

CERTIFICATES REPRESENTING CLASS A SHARES THAT ARE NOT FORWARDED TO THE DEPOSITARY TOGETHER WITH A PROPERLY COMPLETED AND SIGNED LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTATION ON OR BEFORE THE SIXTH ANNIVERSARY OF THE EFFECTIVE DATE OF THE ARRANGEMENT WILL CEASE TO REPRESENT A CLAIM BY OR INTEREST OF ANY SHAREHOLDER OF ANY KIND OR NATURE AGAINST OR IN THE COMPANY. ON THE SIXTH ANNIVERSARY OF THE EFFECTIVE DATE, ANY UNCLAIMED PORTION OF THE AGGREGATE CASH DISTRIBUTION AMOUNT SHALL BE DEEMED TO HAVE BEEN SURRENDERED TO THE COMPANY.

Please note that the delivery of this Letter of Transmittal does NOT constitute a vote FOR the Special Resolution or any other matters to be considered at the Meeting. To exercise your right to vote at the Meeting, you must attend the Meeting in person or complete and return the form of proxy that accompanied the Circular to the Company’s transfer agent, Computershare Investor Services Proxy Services, P.O. Box 505008, Louisville, KY 40233, no later than 9:30 a.m. (Pacific daylight time) on June 11, 2019.

In connection with the Arrangement being considered for approval at the Meeting, the undersigned delivers to you the enclosed certificate(s) for Class A Shares. The following are the details of the enclosed certificate(s):

Certificate Number(s) Name in Which Registered Number of Class A Shares Deposited

The undersigned transmits herewith the certificate(s) described above for exchange and cancellation upon the Arrangement becoming effective. The undersigned acknowledges receipt of the Circular and represents and warrants that the undersigned has good and sufficient authority to deposit and transfer the Class A Shares represented by the enclosed certificate(s) (the “Deposited Shares”) and at the Effective Time, the Company will acquire all of the right, title and interest of the undersigned in and to the Deposited Shares which will be free from all liens, charges, encumbrances, claims and equities.

The undersigned irrevocably constitutes and appoints each of Rockne J. Timm and Robert A. McGuinness, each of whom is an officer of the Company, and any other person designated by the Company in writing, the true and lawful agent, attorney and attorney-in-fact of the undersigned with respect to the Deposited Shares deposited in connection with the Arrangement with full power of substitution (such power of attorney, being coupled with an interest, being irrevocable) to, in the name of and on behalf of the undersigned, (a) register or record the transfer of such Deposited Shares consisting of securities on the registers of the Company; and (b) execute and negotiate any cheques or other instruments representing any such distribution payable to or to the order of the undersigned.

The undersigned revokes any and all other authority, whether as agent, attorney-in-fact, attorney, proxy or otherwise, previously conferred or agreed to be conferred by the undersigned at any time with respect to the Deposited Shares other than as set out in this Letter of Transmittal and in any proxy granted for use at the Meeting. Other than in connection with the Meeting, no subsequent authority, whether as agent, attorney-in-fact, attorney, proxy or otherwise, will be granted with respect to the Deposited Shares by or on behalf of the undersigned, unless the Deposited Shares are not exchanged and cancelled in connection with the Arrangement.

The undersigned covenants and agrees to execute all such documents, transfers and other assurances as may be necessary or desirable to convey the Deposited Shares effectively to the Company.

Each authority conferred or agreed to be conferred by the undersigned in this Letter of Transmittal may be exercised during any subsequent legal incapacity of the undersigned and all obligations of the undersigned in this Letter of Transmittal shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

The undersigned instructs the Company and the Depositary, upon the Arrangement becoming effective, to mail the cheques by first class mail, postage prepaid, to hold such cheques for pick-up or to wire the funds payable to the undersigned, in accordance with the instructions given below. Should the Arrangement not proceed for any reason, the deposited certificates and other relevant documents shall be returned in accordance with the applicable instructions in the preceding sentence.

The undersigned authorizes and directs the Depositary to issue a Direct Registration (“DRS”) advice for the Company to which the undersigned is entitled as indicated below and to mail such advice to the address indicated below or, if no instructions are given, in the name and to the address if any, of the undersigned as appears on the share register maintained by the Company. In the event that a DRS advice is not available, a share certificate will be issued and mailed to the address indicated below.

is entitled to receive based on the address of record of such Shareholder. Each registered Shareholder with an address within the U.S. or any other country outside of Canada will receive payment in U.S. dollars. Each registered Shareholder with an address in Canada will receive payment in Canadian dollars. There is no additional fee payable by registered Shareholders in relation to such conversions of payments.

The exchange rates that will be used to convert payments from U.S. dollars into Canadian dollars will be the rates established by Computershare Trust Company of Canada, in its capacity as the foreign exchange service provider, on the date that the funds are converted, which rates will be based on the prevailing market rates on such date. The risk of any fluctuations in exchange rates, including risks relating to the particular date and time at which funds are converted, will be borne solely by the Shareholder. Computershare Trust Company of Canada will act as principal in such currency conversion transactions.

By reason of the use by the undersigned of an English language form of Letter of Transmittal, the undersigned shall be deemed to have required that any contract evidenced by the Arrangement as accepted through this Letter of Transmittal, as well as all documents related thereto, be drawn exclusively in the English language. En raison de l’usage d’une lettre d’envoi en langue anglaise par le soussigné, le soussigné et les destinataires sont présumés d’avoir requis que tout contrat attesté par l’arrangement et son acceptation par cette lettre d’envoi, de même que tous les documents qui s’y rapportent, soient rédigés exclusivement en langue anglaise.


BOX A	BOX B
ENTITLEMENT DELIVERY	ISSUE PAYMENT IN THE NAME OF:*

All cash and share entitlement payments will be issued and mailed to your existing registration unless otherwise stated. If you would like your cash or shares issued to a different name or address, please complete BOX B and refer to INSTRUCTIONS 2 & 3 q MAIL CHEQUE/SHARES TO ADDRESS ON RECORD (DEFAULT) q MAIL CHEQUE/SHARES TO A DIFFERENT ADDRESS (MUST COMPLETE BOX B)	qCHECKBOX IF SAME AS EXISTING REGISTRATION (DEFAULT) (NAME) (STREET NUMBER & NAME) (CITY AND PROVINCE/STATE) (COUNTRY AND POSTAL/ZIP CODE)
q HOLD CHEQUE AND/OR SHARES FOR PICKUP AT COMPUTERSHARE OFFICE (CHECK LOCATION)
	(TELEPHONE NUMBER (BUSINESS HOURS))
¡TORONTO ¡ MONTREAL ¡ VANCOUVER ¡CALGARY

SEE INSTRUCTION SECTION 9 FOR OFFICE ADDRESSES	(SOCIAL INSURANCE/SECURITY NUMBER)
	* IF THIS NAME OR ADDRESS IS DIFFERENT FROM YOUR REGISTRATION, PLEASE PROVIDE
q DELIVER FUNDS VIA WIRE* (COMPLETE BOX E)	SUPPORTING TRANSFER REQUIREMENTS (SEE INSTRUCTION SECTION 2 & 3)

ALL SHAREHOLDERS ARE REQUIRED TO COMPLETE A RESIDENCY DECLARATION. FAILURE TO COMPLETE A RESIDENCY DECLARATION MAY RESULT IN A DELAY IN YOUR PAYMENT.

A “U.S. Shareholder” is any Shareholder who is either (i) providing an address in Box “A” that is located within the United States or any territory or possession thereof, or (ii) a “U.S. person” for the United States federal income tax purposes as defined in Instruction 7 below. 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 the instructions (see Part VIII). 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.

*PLEASE NOTE THAT THERE IS A $100 BANKING FEE ON WIRE PAYMENTS. ALTERNATIVELY, CHEQUE PAYMENTS ARE ISSUED AT NO ADDITIONAL COST

*IF WIRE DETAILS ARE INCORRECT OR INCOMPLETE, COMPUTERSHARE WILL ATTEMPT TO CONTACT YOU AND CORRECT THE ISSUE. HOWEVER, IF WE CANNOT CORRECT THE ISSUE PROMPTLY, A CHEQUE WILL BE AUTOMATICALLY ISSUED AND MAILED TO THE ADDRESS ON RECORD. NO FEES WILL BE CHARGED

Please provide email address and phone number in the event that we need to contact you for corrective measures:

EMAIL ADDRESS: ____________________________________________________ PHONE NUMBER: __________________________

**Beneficiary Name(s) that appears on the account at your financial institution – this MUST be the same name and address that your shares are registered to

If your lost certificate(s) forms part of an estate or trust, or are valued at more than CAD $200,000.00, please contact Computershare for additional instructions. Any person who, knowingly and with intent to defraud any insurance company or other person, files a statement of claim containing any materially false information or conceals for the purpose of misleading, information concerning any fact material thereto, commits a fraudulent insurance act, which is a crime.

1 X CAD $0.1026 = Premium Payable $ _____________________ NOTE: Payment NOT required if premium is less than $5.00

The option to replace your certificate by completing this Box F will expire on November 9, 2019. After this date, Shareholders must contact Computershare for alternative replacement options. I enclose my certified cheque, bank draft or money order payable to Computershare Trust Company of Canada.

The undersigned (solitarily, jointly and severally, if more than one) represents and agrees to the following: (i) the undersigned is (and, if applicable, the registered owner of the Original(s), at the time of their death, was the lawful and unconditional owner of the Original(s) and is entitled to the full and exclusive possession thereof; (ii) the missing certificate(s) representing the Original(s) have been lost, stolen or destroyed, and have not been endorsed, cashed, negotiated, transferred, assigned, pledged, hypothecated, encumbered in any way, or otherwise disposed of; (iii) a diligent search for the certificate(s) has been made and they have not been found; and (iv) the undersigned makes this Statement for the purpose of transferring or exchanging the Original(s) (including, if applicable, without probate or letters of administration or certification of estate trustee(s) or similar documentation having been granted by any court), and hereby agrees to surrender the certificate(s) representing the Original(s) for cancellation should the undersigned, at any time, find the certificate(s).

The undersigned hereby agrees, for myself and my heirs, assigns and personal representatives, in consideration of the transfer or exchange of the Original(s), to completely indemnify, protect and hold harmless Gold Reserve Inc., Computershare Trust Company of Canada, Aviva Insurance Company of Canada, each of their lawful successors and assigns, and any other party to the transaction (the “Obligees”), from and against all losses, costs and damages, including court costs and attorneys’ fees that they may be subject to or liable for in respect of the cancellation and/or replacement of the Original(s) and/or the certificate(s) representing the Original(s) and/ or the transfer or exchange of the Originals represented thereby, upon the transfer, exchange or issue of the Originals and/or a cheque for any cash payment. The rights accruing to the Obligees under the preceding sentence shall not be limited by the negligence, inadvertence, accident, oversight or breach of any duty or obligations on the part of the Obligees or their respective officers, employees and agents or their failure to inquire into, contest, or litigate any claim, whenever such negligence, inadvertence, accident, oversight, breach or failure may occur or have occurred. I acknowledge that a fee of CAD $0.1026 per Class A Share is payable by the undersigned. Surety protection for the Obligees is provided under Blanket Lost Original Instruments/Waiver of Probate or Administration Bond No. 35900-16 issued by Aviva Insurance Company of Canada.


SHAREHOLDER SIGNATURE(S)
Signature guaranteed by	Dated:	, 2019
(if required under Instruction 3)

	Signature of Shareholder or authorized representative
Authorized Signature	(see Instructions 2 and 4)

	Address
Name of Guarantor (please print or type)
	Name of Shareholder (please print or type)

Address of Guarantor (please print or type)
	Telephone No

	Name of authorized representative, if applicable
	(please print or type)

The method used to deliver this Letter of Transmittal and any accompanying certificates representing Class A 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. The Company recommends that the necessary documentation be hand delivered to the Depositary at its office(s) specified on the last page of this Letter of Transmittal, and a receipt obtained; otherwise the use of registered mail with return receipt requested, properly insured, is recommended. A Shareholder whose Class A Shares are registered in the name of a broker, investment dealer, bank, trust company or other nominee should contact that nominee for assistance in depositing those Class A Shares.

This Letter of Transmittal must be filled in and signed by the Shareholder described above or by such Shareholder’s duly authorized representative (in accordance with Instruction 4).

If this Letter of Transmittal is signed by a person other than the registered owner(s) of the Deposited Shares, or if Class A Shares not exchanged and cancelled by the Company are to be returned to a person other than such registered owner(s) or sent to an address other than the address of the registered owner(s) as shown on the registers of the Company, or if the payment is to be issued in the name of a person other than the registered owner of the Deposited Shares, such signature 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).

An “Eligible Institution” means a Canadian Schedule I chartered bank, a major trust company in Canada, a commercial bank or trust company in the United States, 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 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.

Where this Letter of Transmittal is executed by a person on behalf of an executor, administrator, trustee, guardian, corporation, partnership or association or is executed by any other person acting in a representative capacity, this Letter of Transmittal must be accompanied by satisfactory evidence of the authority to act. Either the Company or the Depositary, at its discretion, may require additional evidence of authority or additional documentation.

Option #1: If a share certificate has been lost, stolen or destroyed, this Letter of Transmittal should be completed as fully as possible and forwarded together with a letter describing the loss to the Depositary. The Depositary will respond with the replacement requirements.

Option #2: Alternatively, Shareholders who have lost, stolen, or destroyed their certificate(s) may participate in Computershare’s blanket bond program with Aviva Insurance Company of Canada by completing Box E above, and submitting the applicable certified cheque or money order made payable to Computershare Trust Company of Canada.

The Aggregate Cash Distribution Amount will be denominated in U.S. dollars. The Depositary’s currency exchange services will be used to convert the portion of the Aggregate Cash Distribution Amount that each registered Shareholder is entitled to receive based on the address of record of such Shareholder. Each registered Shareholder with an address within the U.S. or any other country outside of Canada will receive payment in U.S. dollars. Each registered Shareholder with an address in Canada will receive payment in Canadian dollars. There is no additional fee payable by registered Shareholders in relation to such conversions of payments.

The exchange rates that will be used to convert payments from U.S. dollars into Canadian dollars will be the rates established by Computershare Trust Company of Canada, in its capacity as the foreign exchange service provider, on the date that the funds are converted, which rates will be based on the prevailing market rates on such date. The risk of any fluctuations in exchange rates, including risks relating to the particular date and time at which funds are converted, will be borne solely by the registered Shareholder. Computershare Trust Company of Canada will act as principal in such currency conversion transactions.

Non-registered Shareholders should contact their intermediary in connection with the currency of payment.

In order to avoid “backup withholding” of United States income tax on payments made on the Class A Shares, a Shareholder that is a U.S. holder (as defined below) must generally provide the person’s correct taxpayer identification number (“TIN”) on the Substitute Form W-9 above and certify, under penalties of perjury, that such number is correct, that such Shareholder is not subject to backup withholding, and that such Shareholder is a U.S. person (including a U.S. resident alien). If the correct TIN is not provided or if any other information is not correctly provided, payments made with respect to the Class A Shares may be subject to backup withholding of 24%. For the purposes of this Letter of Transmittal, a “U.S. holder” or “U.S. person” means: a beneficial owner of Class A Shares that, for United States federal income tax purposes, is (a) a citizen or resident of the United States, (b) a corporation, or other entity classified as a corporation for United States federal income tax purposes, that is created or organized in or under the laws of the United States or any state in the United States, including the District of Columbia, (c) an estate if the income of such estate is subject to United States federal income tax regardless of the source of such income, (d) a trust if (i) such trust has validly elected to be treated as a U.S. person for United States federal income tax purposes or (ii) a United States 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, or (e) a partnership, limited liability company or other entity classified as a partnership for United States tax purposes that is created or organized in or under the laws of the United States or any state in the United States, including the District of Columbia.

Backup withholding is not an additional United States income tax. Rather, the United States income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in

an overpayment of taxes, a refund may be obtained provided that the required information is furnished to the IRS.

Certain persons (including, among others, corporations, certain “not-for-profit” organizations, and certain non-U.S. persons) are not subject to backup withholding. A Shareholder that is a U.S. holder should consult his or her tax advisor as to the Shareholder’s qualification for an exemption from backup withholding and the procedure for obtaining such exemption.

The TIN for an individual United States citizen or resident is the individual’s social security number.

The “Awaiting TIN” box of the substitute Form W-9 may be checked if a Shareholder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the “Awaiting TIN” box is checked, the Shareholder that is a U.S. holder must also complete the Certificate of Awaiting Taxpayer Identification Number found below the Substitute Form W-9 in order to avoid backup withholding. If a Shareholder that is a U.S. holder completes the Certificate of Awaiting Taxpayer Identification Number but does not provide a TIN within 60 days, such Shareholder will be subject to backup withholding at a rate of 24% until a TIN is provided.

Failure to furnish TIN — If you fail to furnish your correct TIN, you are subject to a penalty of U.S. $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Non-U.S. holders receiving payments in the U.S. should return a completed Form W-8BEN, a copy of which is available from the Depositary upon request.

Computershare is committed to protecting your personal information. In the course of providing services to you and our corporate clients, we receive non-public personal information about you from transactions we perform for you, forms you send us, other communications we have with you or your representatives, etc. This information could include your name, contact details (such as residential address, correspondence address, email address), social insurance number, survey responses, securities holdings and other financial information. We use this to administer your account, to better serve your and our clients’ needs and for other lawful purposes relating to our services. Computershare may transfer personal information to other companies in or outside of Canada that provide data processing and storage or other support in order to facilitate the services it provides. Where we share your personal information with other companies to provide services to you, we ensure they have adequate safeguards to protect your personal information. We also ensure the protection of rights of data subjects under the General Data Protection Regulation, where applicable. We have prepared a Privacy Code to tell you more about our information practices, how your privacy is protected and how to contact our Chief Privacy Officer. It is available at our website, www.computershare.com, or by writing to us at 100 University Avenue, Toronto, Ontario, M5J 2Y1. Computershare will use the information you are providing in order to process your request and will treat your signature(s) as your consent to us so doing.

Entitlements may be picked up at applicable Computershare office locations with Counter services. Pick-up instructions must be selected in Box A. Below are the applicable Computershare office locations:


TO:	GOLD RESERVE INC.
AND TO:	COMPUTERSHARE TRUST COMPANY OF CANADA at its offices set out herein


PLEASE ONLY COMPLETE THE APPLICABLE BOXES BELOW, AS PROVIDED BY YOUR FINANCIAL INSTITUTION.			YOU ARE NOT REQUIRED TO COMPLETE ALL BOXES
**Bank Account Number	Transit/Routing Number	SWIFT Code	ABA (US)

(a)	If this Letter of Transmittal is signed by the registered owner(s) of the accompanying certificate(s), such
	signature(s)	on this Letter of Transmittal must correspond with the names(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 such
	deposited	certificate(s) are owned of record by two or more joint owners, each such owner must sign the Letter
	of	Transmittal.
(b)	If this Letter of Transmittal is signed by a person other than the registered owner(s) of the accompanying
	certificate(s):
	(i)	such deposited certificate(s) must be endorsed or be accompanied by an appropriate share transfer power of attorney duly and properly completed by the registered owner(s); and
	(ii)	the signature(s) on such endorsement or share transfer power of attorney must correspond exactly to the name(s) of the registered owner(s) as registered or as appearing on the certificate(s) and must be guaranteed as noted in Instruction 3 below.
3.	Guarantee of Signatures

(b)	If Deposited Shares are registered in different forms (e.g. “John Doe” and “J. Doe”) a separate Letter of Transmittal should be signed for each different registration.
(c)	No alternative, conditional or contingent deposits will be accepted.
(d)	The Arrangement and any agreement in connection with the Arrangement will be construed in accordance with and governed by the laws of the Province of Alberta and the laws of Canada applicable therein.
(e)	Additional copies of the Circular and this Letter of Transmittal may be obtained from the Depositary at any of its respective offices at the addresses listed below.
6.	Lost Certificates


Montreal	Toronto	Calgary	Vancouver

1500 Boulevard Robert-	100 University Ave	530 8 Ave SW, 6 ^thFloor	510 Burrard Street,
Bourassa, 7^thFloor	8^thFloor, North Tower	Calgary, AB T2P 3S8	2^ndFloor,
Montréal, QC H3A 3S8	Toronto ON M5J 2Y1		Vancouver, BC V6C 3A8

q	The beneficial owner of the Class A Shares deposited herewith is a U.S. Shareholder.
q	The beneficial owner of the Class A Shares deposited herewith is not a U.S. Shareholder.

5.	Miscellaneous
(a)	If the space on this Letter of Transmittal is insufficient to list all certificates for Deposited Shares, additional certificate numbers and number of Deposited Shares may be included on a separate signed list affixed to this Letter of Transmittal.