ADD EXHB.15-6 7 exhibit15-6.htm EXHIBIT 15.6 Contact Gold Corp.: Exhibit 15.6 - Filed by newsfilecorp.com

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

LETTER OF TRANSMITTAL

FOR WARRANTS TO ACQUIRE

COMMON SHARES

OF

CONTACT GOLD CORP.

This Letter of Transmittal, properly completed and duly executed, together with all other required documents, must accompany certificates for warrants (the "Company Warrants") to acquire common shares of Contact Gold Corp. ("Contact Gold" or the "Company") deposited in connection with the proposed internal corporate reorganization transaction of Contact Gold which involves, among other things, a redomicile of Contact Gold from the State of Nevada to the Province of British Columbia (the "Continuation") and a plan of arrangement under section 288 of the Business Coporations Act (British Columbia) involving its securityholders (the "Arrangement", and together with the Continuation, the "Transaction"), that is being submitted for approval at the annual and special meeting of shareholders of Contact Gold to be held on May 25, 2021 (the "Meeting") as described in a management information circular dated April 23, 2021 (the "Circular"). Contact Gold upon completion of the Transaction is referred to herein as the "Resulting Issuer".

Capitalized terms used but not defined in this Letter of Transmittal have the meanings set out in the Circular.

TO: CONTACT GOLD CORP.

AND TO: COMPUTERSHARE INVESTOR SERVICES INC. at its offices set out herein.

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

Certificate Number(s) 

Name in Which Registered

Number of Company Warrants Deposited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The undersigned transmits herewith the certificate(s) described above for 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, sell and transfer the Company Warrants represented by the enclosed certificate(s) (the "Deposited Warrants") and at the Effective Time, the Company will acquire good title to the Deposited Warrants (as the same are modified pursuant to the Plan of Arrangement) free from all liens, charges, encumbrances, claims and equities and in accordance with the following: IN CONNECTION WITH THE ARRANGEMENT AND FOR VALUE RECEIVED at the Effective Time all of the right, title and interest of the undersigned in and to the Deposited Warrants and in and to any and all dividends, distributions, payments, securities, rights, warrants, assets or other interests (collectively, "distributions") which may be declared, paid, accrued, issued, distributed, made or transferred on or in respect of the Deposited Warrants or any of them as and from the effective date of the Arrangement, as well as the right of the undersigned to receive any and all distributions shall have been assigned to the Company.

The undersigned irrevocably constitutes and appoints each of Matthew Lennox-King, Chief Executive Officer and John Wenger, Chief Financial Officer, 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 Warrants purchased 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,  register or record the transfer of such Deposited Warrants consisting of securities on the registers of the Company.

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 Warrants or any distributions 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 Warrants or any distributions by or on behalf of the undersigned, unless the Deposited Warrants are not taken up and paid for 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 Warrants and distributions 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 authorizes and directs Computershare Investor Services Inc. to issue a warrant certificate (a "Resulting Issuer Warrant"), for the Resulting Issuer to which the undersigned is entitled as indicated below and to mail such Resulting Issuer Warrant 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 warrant register maintained by Computershare Trust Company of Canada. The form of Resulting Issuer Warrant will be a warrant certificate, issued to the extent practical in the same form as the Deposited Warrant.  Should the Arrangement not proceed for any reason, the deposited certificates and other relevant documents shall be returned in accordance with the instructions in the preceding sentence.

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 C

RESIDENCY DECLARATION

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

The undersigned represents that:

❏  The beneficial owner of the Contact Gold warrants deposited herewith is a U.S. holder.

❏  The beneficial owner of the Contact Gold warrants deposited herewith is not a U.S. holder.

A "U.S. holder" is any Contact Gold warrantholder who is either (i) has a registered account address 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 Instruction 7). If you are not a U.S. holder as defined in (ii) above, you must complete a Notice of Nonreognition Transfer (enclosed).

The Depositary shall be entitled to refuse to deliver to the undersigned a warrant certificate representing the Resulting Issuer Warrant until such time as the undersigned has delivered to the Depositary duly completed documentation as the Depositary and the Resulting Issuer may determine are required under applicable United States tax legislation, including, without restriction, a Form W-9 or Notice of Nonrecognition Transfer.

 


BOX D

LOST CERTIFICATES

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.

PREMIUM CALCULATION

[Insert # of Lost Warrants]  X CAD $0.003 = Premium Payable $ _____________________

NOTE: Payment NOT required if premium is less than CAD$5.00

The option to replace your certificate by completing this Box D will expire on December 31, 2021. After this date, holders must contact Computershare for alternative replacement options. I enclose my certified cheque, bank draft or money order payable to Computershare Investor Services Inc. 

STATEMENT OF LOST CERTIFICATES

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 Contact Gold Corp., Computershare Investor Services Inc., 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. 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$0.003 per lost Contact Gold warrant 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. 

 

WARRANTHOLDER SIGNATURE(S)

Signature guaranteed by

 

 Dated:

 

 2021
(if required under Instruction 3)        
         
    Signature of Shareholder or authorized representative  
    (see Instructions 2 and 4)
Authorized Signature        
         
         
    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)
         

NOTICE OF NONRECOGNITION TRANSFER

(MUST BE COMPLETED BY ALL NON-US HOLDERS)

Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person, unless an exception applies.  To inform the transferee, Contact Gold Corp., a British Columbia corporation ("Transferee"), that withholding of tax is not required upon the disposition of a U.S. real property interest by the transferor signing below ("Transferor"), at the request of the Transferee, I hereby state and certify that, as of the date of this statement:

(A) This document is a Notice of Nonrecognition Transfer pursuant to the requirements of Treas. Regs. § 1.1445-2(d)(2)(iii).

(B) The following information concerns the transferor foreign corporation submitting this Notice:

Name:   Listed Below
Home Address:   Listed Below

U.S. Taxpayer Identification Number: Listed Below if any

(C) The following is a brief description of the transfer:

Contact Gold Corp., a Nevada corporation ("CGC Nevada"), is being continued from the State of Nevada to the Province of British Columba, Canada. When CGC Nevada continues to British Columbia, for United States federal income tax purposes, CGC Nevada will be deemed to transfer all of its assets to Transferee, and CGC Nevada warrantholders will exchange their warrants of CGC Nevada for warrants of Transferee. For United States federal income tax purposes, CGC Nevada owns certain United States real property interests ("USRPIs") and is considered to be a United States real property holding corporation (a "USRPHC") under Section 897 of the Internal Revenue Code of 1986, as amended (the "Code").

(D) The following is a brief statement of the law and facts supporting the claim that recognition of gain or loss is not required with respect to the transfer:

The continuance of the CGC Nevada to British Columbia qualifies as a reorganization under Section 368(a)(1)(F) of the Code. The following requirements of Temp. Treas. Regs. § 1.897-6T(a)(1) are met in connection with such continuance:  (i) Transferor's subsequent disposition of the warrants of Transferee received by Transferor pursuant to the exchange would be subject to U.S. federal income taxation as a transfer of a USRPI under Section 897 of the Code as determined in accordance with the provisions of Temp. Treas. Regs. § 1.897-5T(d)(1); (ii) the filing requirement of Temp. Treas. Regs. § 1.897-5T(d)(1)(iii), as modified by Notice 89-57, has been satisfied; and (iii) immediately after the exchange, Transferee shall be considered a USRPHC under Section 897 of the Code. Thus, the requirements of Temp. Treas. Regs. § 1.897-6T(a) will be met and the exchange by Transferor of warrants of CGC Nevada for warrants of Transferee should be accorded tax-free treatment.

Transferor understands that this notice may be disclosed to the Internal Revenue Service by the Transferee and that any false statement contained herein could be punishable by fine, imprisonment, or both.

The undersigned declares, under penalties of perjury, that the undersigned has examined this notice and, to the best of the undersigned's knowledge and belief, this notice is true, correct and complete. 

    TRANSFEROR  
       
  By:    
       
  Name:    
       
  Title:    
       
  U.S. Taxpayer Identification Number:  
       
       
  Address:    
       

 

INSTRUCTIONS

1. Use of Letter of Transmittal

The method used to deliver this Letter of Transmittal and any accompanying certificates representing Company Warrants is at the option and risk of the holder, and delivery will be deemed effective only when such documents are actually received. 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 holder whose Company Warrants 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 Company Warrants.

2. Signatures

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

(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, all such owners 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 transfer power of attorney duly and properly completed by the registered owner(s); and

(ii) the signature(s) on such endorsement or 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

If this Letter of Transmittal is signed by a person other than the registered owner(s) of the Deposited  Warrants, or if the payment is to be issued in the name of a person other than the registered owner of the Deposited Warrants, 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.

4. Signed by a Representative

If this Letter of Transmittal is signed by a person in a representative capacity, such as (a) an executor, administrator, trustee or guardian, or (b) on behalf of a corporation, partnership, or association, then in each case such signature must be guaranteed by an Eligible Institution, or in some other manner satisfactory to the Depositary (except that no guarantee is required if the signature is that of an Eligible Institution).  Either the Company or the Depositary, at its discretion, may require additional evidence of authority or additional documentation.

5. Miscellaneous

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

(b) If Deposited Warrants 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 British Columbia 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

Option #1: If a warrant 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, holders 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 D above, and submitting the applicable certified cheque or money order made payable to Computershare Investor Services Inc.

7. FIRPTA Certificates

In order to avoid U.S. tax withholding under the Foreign Investment in Real Property Tax Act ("FIRPTA") as a result of the Continuation, a holder of Company Warrants that is a U.S. holder (as defined below) must generally provide the person's correct taxpayer identification number ("TIN") on the Form W-9 above and certify, under penalties of perjury, that such number is correct, and that such holder 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, then such U.S. holder may be subject to withholding pursuant to Section 1445 of the Internal Revenue Code at a 15% withholding rate. For the purposes of this Letter of Transmittal, a "U.S. holder" or "U.S. person" means: a beneficial owner of Company Warrants 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.

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

In order to avoid avoid withholding under FIRPTA as a result of the Continuation, a holder of Company Warrants that is a non-U.S. holder (as defined below) understands that delivery of a Section 1445 Notice of Nonrecognition Transfer (a "Notice of Nonrecognition") in the form attached hereto is required to be completed and delivered to the Company. For these purposes, a "non-U.S. holder" is any holder than is not a U.S. holder as described in this Section 7 above. Failure to provide a Notice of Nonrecognition may subject the holder to withholding pursuant to Section 1445 of the Internal Revenue Code at a 15% withholding rate. Under Section (B) of the Notice of Nonrecognition, if the non-U.S. holder has a TIN, then such non-U.S. holder should strike out "None" and provide its TIN on the corresponding line provided.

8.  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, 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.

The Depositary is:

COMPUTERSHARE INVESTOR SERVICES INC.

By Hand or by Courier

100 University Avenue, 8th Floor, North Tower

Toronto, Ontario

M5J 2Y1

By Mail

P.O. Box 7021

31 Adelaide St E

Toronto, ON  M5C 3H2

Attention:  Corporate Actions

Toll Free: 1-800-564-6253

E-Mail: corporateactions@computershare.com