FAQ

What are the Securityholders being asked to vote on?

Securityholders are being asked to vote on a special resolution to approve the Arrangement involving, amongst others, the Company, the Shareholders, the Optionholders and holders of other Incentive Securities and the Purchaser, which, if implemented, will result in the Purchaser acquiring all of the Common Shares and the surrender and/or cancellation of all Options and other Incentive Securities of the Company. See “The Arrangement – Securityholder Approval of the Arrangement Resolution”.

What is the Arrangement?

The Arrangement involves, among other things, the acquisition by the Purchaser of all of the outstanding Common Shares, pursuant to which each Shareholder will be entitled to receive a cash payment of CDN$39.00, less any applicable withholdings, in respect of each Common Share held by such Shareholder. The Arrangement is being carried out pursuant to the terms of the Arrangement Agreement and will be completed by way of a court-approved Plan of Arrangement pursuant to the BCA. As a result of the Arrangement, the Company will become a wholly-owned subsidiary of the Purchaser.

What will I receive for my Common Shares under the Arrangement?

If the Arrangement is completed, in connection with the acquisition of the Common Shares by the Purchaser, each Shareholder will be entitled to receive, for each Common Share held, CDN$39.00 in cash (less any applicable taxes required to be withheld with respect to such payment).

In order to receive payment for their Common Shares, Registered Shareholders must complete, sign, date and return the enclosed blue Letter of Transmittal in accordance with the instructions set out therein and in the Circular. The Letter of Transmittal is also available from the Depository, Computershare Trust Company of Canada, by telephone: (i) in North America at 1-866-249-7775, outside North America at (416) 263-9524; or (ii) under the Company’s issuer profile on SEDAR at www.sedar.com.

Beneficial Shareholders should contact their Intermediary to arrange for their Intermediary to complete the necessary steps to ensure that they receive payment for their Common Shares as soon as possible following completion of the Arrangement.

What will happen to the Options, the DSUs, the RSUs in connection with the Arrangement?

Under the terms of the Plan of Arrangement, all outstanding Options, RSUs and DSUs (whether vested or unvested) will be surrendered and/or cancelled in exchange for a cash payment equal to, in respect of the Options, CDN$39.00, less the exercise price of the Option and any applicable withholdings, for each Option held and, in respect of the RSUs and DSUs, CDN$39.00, less any applicable withholdings, for each RSU and DSU held. If the exercise price of an Option is equal to or exceeds CDN$39.00, the holder of such Option will not be entitled to any payment under the Arrangement Agreement.

What approvals are required to be given by Securityholders at the Meeting?

To become effective, the Arrangement Resolution must be approved by: (i) at least two-thirds of the votes cast by Shareholders present in person or represented by proxy at the Meeting and entitled to vote thereat; (ii) a simple majority of the votes cast by the Shareholders present in person or represented by proxy at the Meeting and entitled to vote thereat, excluding the votes cast by such Shareholders that are required to be excluded pursuant to MI 61-101; and (iii) at least two-thirds of the votes cast by Securityholders (voting together as a single class) present in person or represented by proxy at the Meeting, with each Common Share entitling the holder thereof to one vote and each Option entitling the holder thereof to one vote for each Common Share such holder is eligible to receive upon exercise of such Option (whether or not such Option is vested). To the knowledge of the Company, only the votes attached to the Common Shares owned by Rod N. Baker and Terrance Doyle, representing in the aggregate approximately 0.17% of the outstanding Common Shares, will be excluded from the “majority of the minority” vote mandated by MI 61-101.

Does the Board support the Arrangement?

Yes. The Board, following receipt of the unanimous recommendation of the Special Committee and the Fairness Opinions and other advice from the financial advisors and legal counsel, and having undertaken a thorough review of, and having carefully considered the Arrangement, the terms of the Arrangement Agreement and such other matters as it considered necessary or appropriate, including the factors and risks described under the heading “The Arrangement – Reasons for the Recommendation” and elsewhere in the Circular, has unanimously: (a) determined that the Arrangement is fair to the Shareholders; (b) determined that the Arrangement and the entry into the Arrangement Agreement are in the best interests of the Company; (c) resolved to recommend that the Securityholders vote in favour of the Arrangement Resolution; and (d) authorized the execution of, and approved, the Arrangement Agreement and the transactions contemplated thereby.

Why is the Board proposing the Arrangement?

The Board has determined that the Arrangement is in the best interests of the Company and is fair to the Shareholders. In making its recommendation to Securityholders to vote FOR the Arrangement Resolution, the Board considered a number of factors as described in the Circular under the heading “The Arrangement – Reasons for the Recommendation”. See also, “The Arrangement – Background to the Arrangement”.

How do the directors and officers of the Company intend to vote?

Each of the directors and certain of the executive officers (being Rod N. Baker, Terrance Doyle, John Russo and Darren Gwozd) of the Company has entered into a Voting Agreement with the Purchaser, pursuant to which, among other things, they have agreed to vote their Common Shares and Options in favour of the Arrangement Resolution.

Who is entitled to vote?

Shareholders whose names have been entered into the register of the holders of Common Shares as at the close of business on November 20, 2020 and Optionholders as at the close of business on November 20, 2020, will be entitled to receive notice of and to vote at the Meeting in respect of such Common Shares or Options, as applicable.

What if I acquire ownership of Common Shares after November 20, 2020?

Only Persons on the list of Registered Shareholders prepared by the Company or its transfer agent as of the Record Date of November 20, 2020 are entitled to receive notice of and to vote at the Meeting.

Are there risks I should consider in connection with the Arrangement?

Yes. A number of risk factors that you should consider in connection with the Arrangement are described in the section of the Circular titled “Risk Factors”.

When will the Arrangement become effective?

The Company and the Purchaser will implement the Arrangement when all of the conditions to the closing of the Arrangement set out in the Arrangement Agreement have been satisfied or waived (where permitted). The Arrangement is subject to a number of conditions, some of which are beyond the Company’s and the Purchaser’s control, and the exact timing of implementation of the Arrangement cannot be predicted with certainty. It is currently expected that the closing of the Arrangement will take place in the second quarter of 2021. See “The Arrangement Agreement – Conditions to the Arrangement Becoming Effective” in the Circular.

How will the Arrangement affect my ownership and voting rights as a Securityholder?

Following the completion of the Arrangement, no Shareholder nor any holder of Options, RSUs or DSUs will have any interest in the Company or its securities, assets, revenues or profits.

What is the cut-off time for depositing a form of proxy?

To ensure that your Common Shares and Options, as applicable, are represented at the Meeting, proxies to be used at the Meeting must be voted online, by email or by facsimile or, if you are mailing the completed form of proxy, it must be received by the Company’s transfer agent, Computershare Investor Services Inc., not less than 48 hours (excluding holidays and weekends) before the time fixed for the Meeting (that is, by 11:00 a.m. (Vancouver time) on December 21, 2020). If you hold your Common Shares through a broker or other Intermediary, you must follow their instructions to ensure your Common Shares and Options, as applicable, are represented at the Meeting.

What do I need to do in order to vote on the Arrangement Resolution?

You should carefully read and consider the information contained in the Circular. Registered Shareholders and Optionholders should then vote over the internet, by phone or alternatively by completing, dating and signing the enclosed form of proxy, in each case in accordance with the enclosed instructions. Registered Shareholders and Optionholders may also attend and vote at the Meeting.

To be used at the Meeting, the completed proxy form must be deposited at the office of Computershare Investor Services Inc., by mail to the 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, Attention: Proxy Department, or by hand delivery at 3rd Floor, 510 Burrard Street, Vancouver, British Columbia, Canada V6C 3B9, Attention: Proxy Department, or by fax within North America at 1-866-249-7775, outside North America at (416) 263- 9524. To be effective, a proxy must be received by Computershare Investor Services Inc. not later than 11:00 a.m. (Vancouver time) on December 21, 2020, or in the case of any postponement or adjournment of the Meeting, not less than 48 hours, excluding Saturdays, Sundays and holidays, before the time of the postponed or adjourned Meeting. Late proxies may be accepted or rejected by the chairman of the Meeting in his discretion, and the chairman is under no obligation to accept or reject any particular late proxy.

If you hold your Common Shares through an Intermediary, please follow the instructions provided by such Intermediary to ensure that your vote is counted at the Meeting and contact your Intermediary for instructions and assistance in delivering the share certificate(s) representing those shares.

See “General Proxy Information”.

Am I entitled to dissent rights?

Only Registered Shareholders as of the Record Date are entitled to exercise Dissent Rights in respect of the Arrangement Resolution. In many cases, Common Shares beneficially owned by a Shareholder are registered either (a) in the name of an Intermediary that the Beneficial Shareholder deals with in respect of such Common Shares or (b) in the name of a depository, such as CDS or DTC, of which the Intermediary is a participant. A Beneficial Shareholder will not be entitled to exercise Dissent Rights directly (unless the Common Shares are reregistered in such Beneficial Shareholder’s name). See “The Arrangement – Dissent Rights” in the Circular.

The full text of sections 237 to 247 of the BCA is attached as Appendix G to the Circular. The statutory provisions dealing with the right of dissent are technical and complex. Any Dissenting Shareholder should seek independent legal advice, as a failure to comply strictly with the provisions of sections 237 to 247 of the BCA, as modified by the Plan of Arrangement, the Interim Order and the Final Order, may result in the loss of all Dissent Rights. See “The Arrangement – Dissent Rights” in the Circular. It is recommended that you seek legal advice if you wish to exercise your Dissent Rights.

What constitutes a quorum at the Meeting?

For the Meeting, subject to any further order of the Court, quorum will be two persons present in person, each being a Shareholder entitled to vote thereat, or a duly appointed proxyholder for an absent Shareholder so entitled, who in the aggregate, hold at least 25% of the issued and outstanding Common Shares.

When can I expect to receive the Consideration for my Common Shares, Options, RSUs and/or DSUs?

The Depositary will deliver to you your Consideration as soon as practicable after the completion of the Arrangement upon the receipt by the Depositary from you of a properly completed and duly executed Letter of Transmittal and all other relevant documents required by the instructions set out in the Letter of Transmittal, as applicable. If you hold your Common Shares through an Intermediary, your Intermediary will surrender your Common Shares in exchange for your Consideration. You should contact your Intermediary if you have questions about this process.

What conditions must be satisfied to complete the Arrangement?

In addition to the applicable approval of the Arrangement Resolution by Securityholders at the Meeting, the Arrangement is conditional upon, among other things, the performance by each of the Company and the Purchaser of their respective obligations under the Arrangement Agreement and the receipt of, among other things, the Final Order from the Court, the Regulatory Approvals, and all other applicable waivers, consents and approvals required under the Arrangement Agreement, all in accordance with the terms of the Arrangement Agreement. See “The Arrangement Agreement – Conditions to the Arrangement Becoming Effective” in the Circular.

What will happen if the Arrangement Resolution is not approved or the Arrangement is not completed for any reason?

The Arrangement Agreement may be terminated if, among other things, the Arrangement Resolution is not approved or the Arrangement is not completed by September 30, 2021. If the Arrangement is not completed, the Company will not become a wholly-owned subsidiary of the Purchaser, and the Company will continue to conduct its business and execute on its strategic plans. See “Risk Factors – Risks Relating to the Arrangement” in the Circular. In certain termination circumstances, the Company will be required to pay to the Purchaser the Company Termination Fee and in certain other cases the Purchaser will be required to pay the Company the Purchaser Termination Fee. See “The Arrangement Agreement – Termination Fees and Expenses” and “The Arrangement Agreement – Termination” in the Circular. If the Arrangement Agreement is not completed for any reason, the share certificates that have been submitted by Registered Shareholders will be returned to such Registered Shareholders.

What are the income tax consequences of the Arrangement to Shareholders?

For a summary of certain material Canadian and United States federal income tax considerations applicable to Shareholders in connection with the Arrangement, see “Certain Canadian Federal Income Tax Considerations” and “Certain United States Federal Income Tax Considerations” in the Circular. Such summaries are not intended to be legal or tax advice to any particular Securityholder. All Securityholders should consult their own tax and investment advisors with respect to their particular circumstances.

Who can help answer my questions?

If you have any questions about the Circular or the matters described in the Circular, please contact your professional advisor. Securityholders who would like additional copies, without charge, of the Circular or have additional questions about the procedures for voting Common Shares, should contact our strategic shareholder and communications advisor, and proxy solicitation agent, Kingsdale Advisors at:

Toll-Free Number: 1-877-657-5856
Outside North America Call Collect: 416-867-2272
By E-mail: contactus@kingsdaleadvisors.com