EX-2 3 dex2.htm LETTER OF TRANSMITTAL Letter of Transmittal

Exhibit 2

The instructions accompanying this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed.

LETTER OF TRANSMITTAL

FOR COMMON SHARES OF

LOGO

OREZONE RESOURCES INC.

This Letter of Transmittal is for use by registered holders (“Orezone Shareholders”) of common shares (“Orezone Shares”) of Orezone Resources Inc. (“Orezone” or the “Corporation”) in connection with the proposed transaction (the “Transaction”) involving IAMGOLD Corporation (“IAMGOLD”) Orezone and Orezone Gold Corporation (“New Orezone”), that is being submitted for approval at the special meeting of Orezone Shareholders to be held on February 18, 2009 (the “Meeting”) at 10:00 a.m. (Toronto time). Orezone Shareholders are referred to the Notice of Special Meeting and Management Proxy Circular dated January 19, 2009 (the “Circular”) prepared in connection with the Meeting that accompanies this Letter of Transmittal. Capitalized terms used but not defined in this Letter of Transmittal have the meanings set out in the Circular.

The Transaction is anticipated to close in late February, 2009. At the Effective Time, Orezone Shareholders (other than Dissenting Holders) will be entitled to receive in exchange for each Orezone Share, (i) 0.08 of a common share of IAMGOLD (an “IAMGOLD Share”) and (ii) 0.125 of a common share of New Orezone (a “New Orezone Share”).

In order to receive the appropriate number of IAMGOLD Shares and New Orezone Shares that an Orezone Shareholder is entitled to receive under the Transaction, Orezone Shareholders are required to deposit the certificates representing Orezone Shares held by them to Computershare Investor Services Inc. (the “Depositary”). This Letter of Transmittal, properly completed and duly executed, together with all other required documents, must accompany all certificates for Orezone Shares deposited for payment of the consideration pursuant to the Transaction. Non-registered holders of Orezone Shares should contact their nominee (i.e., broker, trust company, bank or other registered holder) which holds their certificates representing Orezone Shares on their behalf to arrange for their exchange).

No fractional IAMGOLD Shares or New Orezone Shares will be issued to Orezone Shareholders. If an Orezone Shareholder is entitled to a fractional share of an IAMGOLD Share or a New Orezone Share, the number of IAMGOLD Shares or New Orezone Shares to be issued to that Orezone Shareholder will be rounded down to the nearest whole IAMGOLD Share or New Orezone Share and no compensation will be paid to the Orezone Shareholder in respect of such fractional IAMGOLD Share or New Orezone Share.

Orezone Shareholders who do not deliver their Orezone Share certificates and all other required documents to the Depositary on or before the date which is six years after the Effective Date shall lose their right to receive IAMGOLD Shares and New Orezone Shares in exchange for their Orezone Shares.

U.S. Shareholders are required to provide their taxpayer identification number and to complete and provide a Substitute Form W-9. See the instructions herein.

 

TO: COMPUTERSHARE INVESTOR SERVICES INC., at the office set out herein

 

AND TO: OREZONE RESOURCES INC.

 

AND TO: IAMGOLD CORPORATION

 

AND TO: OREZONE GOLD CORPORATION

Please read the Circular and the instructions set out below before carefully completing this Letter of Transmittal. Delivery of this Letter of Transmittal to an address other than as set forth herein will not constitute a valid delivery. If Orezone Shares are registered in different names, a separate Letter of Transmittal must be submitted for each different registered owner. See Instruction 2.


In connection with the Transaction being considered for approval at the Meeting, the undersigned hereby deposits with the Depositary the enclosed certificate(s) representing Orezone Shares, details of which are as follows:

 

Certificate Number(s)   Name(s) in which Registered   Number of Orezone Shares Represented
by Certificate
            
            
            
     TOTAL:       

(Please print or type. If space is insufficient, please attach a list to this Letter of Transmittal in the above form.)

It is understood that, upon receipt of this Letter of Transmittal duly completed and signed and of the certificate(s) representing the Orezone Shares deposited herewith (the “Deposited Shares”) and following the Effective Time of the Transaction, the Depositary will deliver to the undersigned certificates representing the IAMGOLD Shares that the undersigned is entitled to under the Transaction and certificates representing the New Orezone Shares that the undersigned is entitled to under the Transaction, or hold such shares for pick-up in accordance with the instructions set out below, and the certificate(s) representing the Deposited Shares shall forthwith be cancelled.

The undersigned holder of Orezone Shares represents and warrants in favour of Orezone, New Orezone and IAMGOLD that: (i) the undersigned is the registered holder of the Deposited Shares; (ii) such shares are owned by the undersigned free and clear of all mortgages, liens, charges, encumbrances, security interests and adverse claims; (iii) the undersigned has full power and authority to execute and deliver this Letter of Transmittal and to deposit, sell, assign, transfer and deliver the Deposited Shares and that, when the consideration is paid, none of Orezone, New Orezone or IAMGOLD, or any successor thereto will be subject to any adverse claim in respect of such Deposited Shares; (iv) the Deposited Shares have not been sold, assigned or transferred, nor has any agreement been entered into to sell, assign or transfer any such Deposited Shares, to any other person; (v) the surrender of the Deposited Shares complies with applicable laws; (vi) all information inserted by the undersigned into this Letter of Transmittal is accurate, and (vii) unless the undersigned shall have revoked this Letter of Transmittal by notice in writing given to the Depositary by no later than 5:00 p.m. (Toronto time) on the business day preceding the date of the Meeting or, if the Meeting is adjourned or postponed, on the business day preceding the date of the reconvened Meeting, the undersigned will not, prior to such time, transfer or permit to be transferred any of such Deposited Shares. These representations and warranties shall survive the completion of the Transaction.

Except for any proxy deposited with respect to the vote on the Special Resolution in connection with the Meeting, the undersigned revokes any and all authority, other than as granted in this Letter of Transmittal, whether as agent, attorney-in-fact, proxy or otherwise, previously conferred or agreed to be conferred by the undersigned at any time with respect to the Deposited Shares and no subsequent authority, whether as agent, attorney-in-fact, proxy or otherwise, will be granted with respect to the Deposited Shares.

The undersigned will, upon request, execute any signature guarantees or additional documents deemed by the Depositary to be reasonably necessary or desirable to complete the transfer of the Deposited Shares.

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 shall survive the death, incapacity, bankruptcy or insolvency of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

The undersigned instructs IAMGOLD, New Orezone and the Depositary to mail the certificate(s) representing the IAMGOLD Shares that the undersigned is entitled to under the Transaction and the certificate(s) representing the New Orezone Shares that the undersigned is entitled to under the Transaction promptly after the Effective Time, by first-class insured mail, postage prepaid, to the undersigned, or to hold such certificate(s) representing IAMGOLD Shares and New Orezone Shares for pick-up, in accordance with the instructions given below.

If the Transaction is not completed or proceeded with, the enclosed certificate(s) and all other ancillary documents will be returned forthwith to the undersigned at the address set out below in Box D or, failing such address being specified, to the undersigned at the last address of the undersigned as it appears on the securities register of Orezone.

By reason of the use by the undersigned of an English language Letter of Transmittal, the undersigned and each of you shall be deemed to have required that any contract in connection with the delivery of the Orezone Shares pursuant to the Transaction through this Letter of Transmittal, as well as all documents related thereto, be drawn exclusively in the English language. En raison de l’utilisation d’une lettre d’envoi en langue anglaise par le soussigné, le soussigné et les destinataires sont présumés avoir requis que tout contrat attesté par ceci et son acceptation au moyen de la présente lettre d’envoi, de même que tous les documents qui s’y rapportent, soient rédigés exclusivement en langue anglaise.

 

2


    BOX A             BOX B    
       
   

PAYMENT AND DELIVERY

INSTRUCTIONS

¨        Issue New Orezone Shares and IAMGOLD shares in the name of:

(please print or type)

 

(Name)

 

(Street Address and Number)

         

SPECIAL DELIVERY INSTRUCTIONS

To be completed ONLY if the New Orezone Shares and IAMGOLD Shares to which the undersigned is entitled under the Transaction are to be sent to someone other than the person shown in Box A or to an address other than the address shown in Box A.

 

¨   Same address as Box A; or

   
                     
    (City and Province or State)           (Name)    
                     
    (Country and Postal (Zip) Code)           (Street Address and Number)    
                     
    (Telephone – Business Hours)           (City and Province or State)    
                     
   

(Social Insurance, Social Security Number or

Tax Identification Number)

            (Country and Postal (Zip) Code)    

 

BOX C

 

SPECIAL PICK-UP INSTRUCTIONS

¨ HOLD FOR PICK-UP AT THE OFFICE OF THE DEPOSITARY AT COMPUTERSHARE INVESTOR SERVICES INC.,

100 UNIVERSITY AVENUE, 9TH FLOOR, TORONTO, ONTARIO M5J 2Y1,

WHERE SHARES WERE DEPOSITED

 

 

    BOX D             BOX E    
       
   

DELIVERY INSTRUCTIONS

(in the event the Transaction is not completed)

 

TO BE COMPLETED BY ALL OREZONE SHAREHOLDERS BY SELECTING ONE BOX BELOW.

 

¨        Mail Certificate(s) to (please fill in address for mailing):

 

 

 

 

OR

 

¨        Hold certificate(s) for pick-up at the office of the Depositary listed in Box C.

           

TO BE COMPLETED BY ALL OREZONE SHAREHOLDERS BY SELECTING ONE BOX BELOW

Indicate whether or not you are a U.S. Shareholder or are acting on behalf of a U.S. Shareholder.

 

¨        The owner signing above represents that it is not a U.S. Shareholder and is not acting on behalf of a U.S. Shareholder.

 

OR

 

¨        The owner signing above is a U.S. Shareholder or is acting on behalf of a U.S. Shareholder.

 

A U.S. Shareholder is any Orezone Shareholder that is either (1) providing an address in Box “A” or Box “B” that is located within the United States or any territory or possession thereof or (2) a U.S. person for United States federal income tax purposes.

 

If you are a U.S. Shareholder or are acting on behalf of a U.S. Shareholder, then in order to avoid backup withholding you must complete the Substitute Form W-9 included below or otherwise provide certification that you are exempt from backup withholding, as provided in the instructions.

 

   

 

3


    BOX G             BOX H    
       
   

SIGNATURE GUARANTEE

Signature guaranteed by

(if required under Instruction 3):

 

Authorized Signature

 

Name of Guarantor (please print or type)

 

Address (please print or type)

 

Area Code and Telephone Number

 

           

SIGNATURE

Dated:                                                                                            

 

(Signature of Orezone Shareholder or authorized representative)

 

(Signature of any joint holder)

 

(Name of Shareholder)

 

(Name of Authorized representative)

   

 

   

BOX I

SUBSTITUTE FORM W-9

 

To be completed by U.S. Residents/Citizens only (See Instructions at Instruction 8)

 

Under penalties of perjury, I certify that:

 

1.      The social security or other taxpayer identification number stated below is my correct taxpayer identification number (or I am waiting for a number to be issued to me and have so indicated by writing “Applied For” in the space below for social security or taxpayer identification number),

 

2.      I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the United States Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and

 

3.      I am a U.S. person (including a U.S. resident alien).

 

Certification Instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because of under reporting interest or dividends on your tax return.

 

   
    (Signature of Orezone Shareholder)      Date    
   

 

(Social Security or taxpayer identification number)

 

NOTE: FAILURE TO COMPLETE THIS FORM OR TO PROVIDED OREZONE WITH A SOCIAL SECURITY OR TAXPAYER IDENTIFICATION NUMBER MAY RESULT IN PENALTIES IMPOSED BY THE IRS AND BACKUP WITHHOLDING OF 28% OF ANY CONSIDERATION SUBJECT TO TAX TO BE DELIVERED TO YOU PURSUANT TO THE ARRANGEMENT

 

   

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE “APPLIED FOR” IN THE SPACE FOR THE “SOCIAL SECURITY OR TAXPAYER IDENTIFICATION NUMBER” IN BOX 1.

 

   

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

 

I certify under penalties of perjury that a taxpayer identification number has not been issued to me and either: (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Centre or Social Security Administration Office; or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number within 60 days, 28% of all reportable consideration to be delivered to me thereafter may be withheld until I provide a number.

 

 

   
    (Signature of Orezone Shareholder)        Date    

 

4


INSTRUCTIONS

1. Use of Letter of Transmittal

 

  (a) Orezone Shareholders should read the accompanying Circular prior to completing this Letter of Transmittal.

 

  (b) This Letter of Transmittal duly completed and signed (or an originally signed facsimile copy thereof) together with accompanying certificates representing the Orezone Shares and all other required documents must be sent or delivered to the Depositary at the addresses set out on the back of this Letter of Transmittal.

 

  (c) The method used to deliver this Letter of Transmittal and any accompanying certificates representing Orezone Shares and all other required documents is at the option and risk of the Orezone Shareholder, and delivery will be deemed effective only when such documents are actually received. Orezone recommends that the necessary documentation be hand delivered to the Depositary at the addresses set out on the back of this Letter of Transmittal, and a receipt obtained; otherwise the use of registered mail with return receipt requested, properly insured, is recommended. Orezone Shareholders whose Orezone 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 Orezone Shares. Delivery to an office other than to the specified office does not constitute delivery for this purpose.

 

  (d) IAMGOLD reserves the right if it so elects in its absolute discretion to instruct the Depositary to waive any defect or irregularity contained in any Letter of Transmittal received by it.

 

  (e) New Orezone reserves the right if it so elects in its absolute discretion to instruct the Depositary to waive any defect or irregularity contained in any Letter of Transmittal received by it.

 

2. Signatures

This Letter of Transmittal must be completed and signed by the holder of Orezone Shares or by such holder’s duly authorized representative (in accordance with paragraph 4 below of these Instructions).

 

  (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 name(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, all such owners must sign this 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), or if a certificate(s) representing IAMGOLD Shares and/or New Orezone Shares are to be issued to a person other than the registered owner(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 paragraph 3 below of these Instructions.

 

3. Guarantee of Signatures

If this Letter of Transmittal is signed by a person other than the registered owner(s) of the Orezone Shares or if the payment is to be issued in a name other than the registered owner(s), such signature must be guaranteed by an Eligible Institution (see 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 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 Industry Regulatory Organization of Canada, members of the Financial Industry Regulatory Authority or banks and trust companies in the United States.

 

5


4. Fiduciaries, Representatives and Authorizations

Where this Letter of Transmittal is executed by a person as an executor, administrator, trustee or guardian, or on behalf of a 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. Orezone, New Orezone, IAMGOLD or the Depositary, at their discretion, may require additional evidence of authority or additional documentation.

 

5. Delivery Instructions

All certificate(s) to be issued in exchange for the Deposited Shares will be issued in the name of the person indicated in Box “A” and delivered to the address indicated in Box “A” (unless another address has been provided in Box “B”). If any certificate(s) are to be held for pick-up at the offices of the Depositary, tick Box “C”. If neither Box “A” nor Box “B” is completed, any new certificate(s) issued in exchange for the Deposited Shares will be issued in the name of the registered holder of the Deposited Shares and will be mailed to the address of the registered holder of the Deposited Shares as it appears on the securities register of Orezone. Any certificate(s) mailed in accordance with this Letter of Transmittal will be deemed to be delivered at the time of mailing.

 

6. Lost Certificates

If a certificate representing Orezone Shares has been lost 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 and/or the registrar and transfer agent for the Orezone Shares will respond with replacement requirements (which may include bonding requirements) for payment of the consideration in accordance with the Transaction.

 

7. Return of Certificates

If the Transaction does not proceed for any reason, any certificate(s) for Orezone Shares received by the Depositary will be returned to you forthwith in accordance with your delivery instructions in Box “D”, or failing such address being specified, to the undersigned at the last address of the undersigned as it appears on the securities register of Orezone.

 

8. Important Tax Information for U.S. Shareholders

United States federal income tax law generally requires that a U.S. Shareholder who receives IAMGOLD Shares and New Orezone Shares in exchange for Orezone Shares provide the Depositary with his correct Taxpayer Identification Number (“TIN”), which, in the case of a holder of Orezone Shares who is an individual, is generally the individual’s social security number. If the Depositary is not provided with the correct TIN or an adequate basis for an exemption, such holder may be subject to penalties imposed by the Internal Revenue Service and backup withholding in an amount equal to 28% of the gross proceeds of any payment received (in IAMGOLD Shares and New Orezone Shares) hereunder. IAMGOLD, New Orezone and the Depositary will be permitted to sell sufficient IAMGOLD Shares and/or New Orezone Shares, as applicable, otherwise deliverable to such holder, to permit the appropriate backup withholding amount to be remitted to the Internal Revenue Service. If withholding results in an overpayment of taxes, a refund may be obtained by the holder from the Internal Revenue Service.

To prevent backup withholding, each U.S. Shareholder must provide his correct TIN by completing the Substitute Form W-9 set out in this document, which requires such holder to certify under penalty of perjury: (1) that the TIN provided is correct (or that such holder is awaiting a TIN); (2) that (i) the holder is exempt from backup withholding; (ii) the holder has not been notified by the Internal Revenue Service that he is subject to backup withholding as a result of a failure to report all interest or dividends; or (iii) the Internal Revenue Service has notified the holder that he is no longer subject to backup withholding; and (3) that the holder is a U.S. person (including a U.S. resident alien).

Exempt holders (including, among others, all corporations) are not subject to backup withholding requirements. To prevent possible erroneous backup withholding, an exempt holder must enter its correct TIN in Part 1 of Substitute Form W-9, write “Exempt” in Part 2 of such form, and sign and date the form.

 

6


If a U.S. Shareholder does not have a TIN, such holder should: (i) write “Applied For” in the space for the TIN in Part 1 of the Substitute Form W-9; and (ii) sign and date the Substitute Form W-9 and the Certificate of Awaiting Taxpayer Identification Number set out in this document. In such case, the Depositary may withhold 28% of the gross proceeds of any payment made (in IAMGOLD Shares and New Orezone Shares) to such holder prior to the time a properly certified TIN is provided to the Depositary, and if the Depositary is not provided with a TIN within sixty (60) days, such amounts will be paid over to the Internal Revenue Service.

If the Substitute Form W-9 is not applicable to a U.S. Shareholder because such holder is not a U.S. person for United States federal income tax purposes, such holder will instead need to submit an appropriate and properly completed IRS Form W-8 Certificate of Foreign Status, signed under penalty of perjury. An appropriate IRS Form W-8 (W-8BEN, W-8EXP or other form) may be obtained from the Depositary.

A U.S. SHAREHOLDER WHO FAILS TO PROPERLY COMPLETE THE SUBSTITUTE FORM W-9 SET OUT IN THIS LETTER OF TRANSMITTAL FORM OR, IF APPLICABLE, THE APPROPRIATE IRS FORM W-8 MAY BE SUBJECT TO BACKUP WITHHOLDING OF 28% OF THE GROSS PROCEEDS OF ANY PAYMENTS (IN IAMGOLD SHARES AND NEW OREZONE SHARES) MADE TO SUCH HOLDER PURSUANT TO THE TRANSACTION.

 

9. Miscellaneous

 

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

 

  (b) If Orezone 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 of Orezone Shares will be accepted and no fractional IAMGOLD Shares or New Orezone Shares will be issued.

 

  (d) Additional copies of the Letter of Transmittal may be obtained from the Depositary at the address set out on the back of this Letter of Transmittal.

 

  (e) Any questions should be directed to the Depositary at 1 (800) 564-6253 (toll free Canada and United States), (514) 982-7555 or by e-mail to corporateactions@computershare.com.

 

10. Privacy Notice

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, address, social insurance number, 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. We have prepared a Privacy Code to tell you more about our information practices and how your privacy is protected. It is available at our website, computershare.com, or by writing us at 100 University Avenue, Toronto, Ontario, M5J 2Y1. Computershare will use the information you are providing on this form in order to process your request and will treat your signature(s) on this form as your consent to the above.

 

7


Office of the Depositary,

c/o Computershare Investor Services Inc., 100 University Avenue, 9th Floor, Toronto, Ontario M5J 2Y1

LOGO

 

By Mail

P.O. box 7021,

31 Adelaide Street East,

Toronto, Ontario

M5C 3H2

 

Attention: Corporate Actions

  

By Registered, by Hand or by Courier

100 University Avenue, 9th Floor

Toronto, Ontario

M5J 2Y1

 

Attention: Corporate Actions

North American Toll Free Phone: 1-800-564-6253

Email: corporateactions@computershare.com

Outside North America, Banks and Brokers Call Collect: 1-514-982-7555