SECURITIES AND EXCHANGE COMMISSION
Form 6-K
Report of
Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16
of The Securities Exchange Act of 1934
For the month of August, 2015
Commission File Number: 1-15142
NORTH
AMERICAN PALLADIUM LTD.
(Name of Registrant)
200 Bay
Street
Royal Bank Plaza, South Tower
Suite 2350
Toronto,
Ontario
Canada M5J 2J2
(Address of Principal Executive Offices)
Indicate by checkmark whether
the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ¨ Form 40-F x
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation
S-T Rule 101(b)(7): ¨
Indicate by checkmark whether the registrant, by furnishing the
information contained in this Form is also thereby furnishing the information to the SEC pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes ¨
Assigned File No. No x
If “Yes” is marked, indicate the file number assigned to the Registrant in connection with Rule 12g3-2(b).
This report on Form 6-K is specifically incorporated by reference into North American Palladium’s registration statement on Form S-8 (File
No. 333-13766), registration statement on Form F-10 (File No. 333-200762) and registration statement on Form F-7 (File No. 333-205517).
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
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NORTH AMERICAN PALLADIUM LTD. |
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| Date: August 25, 2015 |
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By: |
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/s/ Christine Napierala |
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Christine Napierala Interim Vice President,
Finance and Chief Financial Officer |
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EXHIBIT INDEX
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| Exhibit |
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Description of Exhibit |
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| 1 |
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Material Change Report, dated August 17, 2015 |
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| 2 |
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North American Palladium Ltd. - Form of Rights Certificate |
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Exhibit 1
FORM 51-102F3
MATERIAL CHANGE REPORT
| Item 1 |
Name and Address of Company |
North American Palladium Ltd. (“NAP” or the
“Company”)
Suite 2350, Royal Bank Plaza, South Tower
200 Bay Street
Toronto, Ontario
M5J 2J2
| Item 2 |
Date of Material Change |
August 6, 2015
A news release with respect to the material change referred to in this report was issued
by the Company on August 6, 2015 through the facilities of Marketwired and filed on the System for Electronic Document Analysis and Retrieval (“SEDAR”).
| Item 4 |
Summary of Material Change |
On August 6, 2015, the Company announced that it had completed
the previously announced plan of arrangement pursuant to Section 192 of the Canada Business Corporations Act (the “Arrangement”), which Arrangement is more particularly described in the management proxy
circular dated June 30, 2015 (the “Circular”).
As previously announced, the Arrangement received support at the Meeting of
Debentureholders and the Annual & Special Meeting of Shareholders, both held on July 30, 2015. The Arrangement also received final approval from the Ontario Superior Court of Justice on August 5, 2015.
All amounts owing to Brookfield Capital Partners Ltd. (“Brookfield”) (except in respect of all accrued and unpaid interest, which was paid to
Brookfield in cash upon closing of the Arrangement, and the bridge loan facility) have been converted into common shares of the Company. In addition, all of the Company’s 2012 and 2014 convertible debentures have been converted into common
shares of the Company, and the convertible debentures will cease trading on the Toronto Stock Exchange and be delisted as of the close of trading on August 10, 2015.
Upon closing, the Company’s common shares were consolidated on the basis of one (1) new common share for every 400 existing common shares.
As previously disclosed and in accordance with the recapitalization agreement entered into between the Company and Brookfield, the Board of Directors has been
reconstituted. The Company’s Board of Directors is now comprised of J. Peter Gordon, David Nowak, John W. Jentz, Dean Chambers, and Greg Fauquier.
The only aspect of the recapitalization remaining is the completion of the rights offering (the “Rights
Offering”) pursuant to which each shareholder of record of NAP common shares at the close of business on August 20, 2015 (the “Record Date”) will receive one (1) right (“Right”) for each common
share then held. An aggregate of 49,495,656 Rights will be distributed to shareholders. The Rights will entitle the holders thereof to collectively acquire up to 8,379,613 common shares at an exercise price of $5.97 per common share (the
“Subscription Price”).
The gross proceeds of the Rights Offering (including, if applicable, the purchase of the backstopped common
shares by Brookfield and Polar Securities Inc. (“Polar”)) are expected to be approximately $50 million. The net proceeds of the Rights Offering are expected to be approximately $49.6 million after paying certain fees and expenses
relating to the Rights Offering. The net proceeds are expected to be used by NAP to fund repayment of any amounts owing under the bridge loan facility with Brookfield and ongoing operations at the LDI Mine.
| Item 5 |
Full Description of Material Change |
On August 6, 2015, the Company announced that it has completed
the previously announced Arrangement, which is more particularly described in Circular.
The Arrangement received support at the Meeting of
Debentureholders and the Annual & Special Meeting of Shareholders, both held on July 30, 2015. The Arrangement also received final approval from the Ontario Superior Court of Justice on August 5, 2015.
All amounts owing to Brookfield (except in respect of all accrued and unpaid interest, which was paid to Brookfield in cash upon closing of the Arrangement,
and the bridge loan facility) have been converted into common shares of the Company. In addition, all of the Company’s 2012 and 2014 convertible debentures have been converted into common shares of the Company, and the convertible debentures
will cease trading on the Toronto Stock Exchange and will be delisted as of the close of trading on August 10, 2015.
Upon closing, the
Company’s common shares were consolidated on the basis of one (1) new common share for every 400 existing common shares.
In accordance with the
recapitalization agreement entered into between the Company and Brookfield, the Board of Directors has been reconstituted. The Company’s Board of Directors is now comprised of J. Peter Gordon, David Nowak, John W. Jentz, Dean Chambers, and Greg
Fauquier.
Rights Offering
The only aspect of
the recapitalization remaining is the completion of the Rights Offering pursuant to which each shareholder of record of NAP common shares at the close of business on the Record Date will receive one (1) Right for each common share then held. An
aggregate of 49,495,656 Rights will be distributed to shareholders pursuant to the Rights Offering. The Rights will entitle the holders thereof to acquire up to 8,379,613 common shares at the Subscription Price for gross proceeds of $50 million.
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Every 5.91 rights will entitle the holder thereof to purchase one (1) common share at an exercise price of
$5.97 per common share (the “Basic Subscription Privilege”) prior to 5:00 p.m. (Toronto time) on September 10, 2015 (the “Rights Expiry Date”). A holder of Rights who has exercised in full their Basic
Subscription Privilege may subscribe pro rata for additional common shares, if available, at the same exercise price (the “Additional Subscription Privilege”). These additional whole common shares will be allocated from those
common shares, if any, available as a result of Rights that are unexercised at 5:00 p.m. (Toronto time) on September 10, 2015 (the “Rights Expiry Date”). The Rights will be exercisable prior to 5:00 p.m. (Toronto time) on the
Rights Expiry Date. If not exercised prior to such time, the Rights will have no value. The Rights Offering is expected to close on or about September 14, 2015 (the “Closing Date”).
Mailing of the rights certificates representing the Rights to shareholders is expected to commence on or about three (3) business days after the Record
Date. To subscribe for common shares, a completed rights certificate, together with payment in full of the exercise price for each common share subscribed for, must be received by the rights agent for the Rights Offering, Computershare Trust Company
of Canada (the “Rights Agent”), prior to the Rights Expiry Time. The Rights and the common shares issuable upon exercise of the Rights will be listed on the Toronto Stock Exchange (“TSX”). The Rights are expected to
be listed for trading on the TSX beginning on August 18, 2015 under the symbol “PDL.RT”.
As previously announced, the Company has entered
into a backstop agreement (the “Backstop Agreement”) with Brookfield pursuant to which Brookfield has, subject to certain terms and conditions, agreed to purchase all of the common shares which remain unsubscribed for by the holders
of the Rights at the expiry of the Rights Offering under the Backstop Commitment. Polar has agreed to support the Backstop Commitment by purchasing 10% of such unsubscribed common shares. In consideration for the Backstop Commitment, on the Closing
Date, the Company will issue 226,131 common shares to Brookfield and 25,126 common shares to Polar with an estimated aggregate value of $1.5 million.
The
gross proceeds of the Rights Offering (including, if applicable, the purchase of the backstopped common shares by Brookfield and Polar) are expected to be approximately $50 million. The net proceeds of the Rights Offering are expected to be
approximately $49.6 million after paying certain fees and expenses relating to the Rights Offering. The net proceeds are expected to be used by NAP to fund repayment of any amounts owing under the bridge loan facility with Brookfield and ongoing
operations at the LDI Mine.
As noted in the Circular, the Rights Offering is being made only to holders of NAP common shares in the provinces and
territories of Canada and in the United States (the “Eligible Jurisdictions”). No subscription under the Basic Subscription Privilege nor under the Additional Subscription Privilege will be accepted from any person, or such
person’s agent, who appears to be, or who the Company has reason to believe is a holder resident (an “Ineligible Holder”) in a jurisdiction other than the Eligible Jurisdictions (the “Ineligible
Jurisdictions”); however, the Company may accept subscriptions in certain circumstances from persons in such jurisdictions if the Company determines that such offering to and subscription by such person or agent is lawful and in compliance
with all securities and other laws applicable in the jurisdiction where such person or agent is resident (each an
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“Approved Ineligible Holder”). No rights certificate will be mailed to Ineligible Holders and Ineligible Holders will, except for Approved Ineligible Holders, not be permitted to
exercise their Rights.
Holders of common shares who have not received rights certificates but are resident in an Eligible Jurisdiction or wish to be
recognized as an Approved Ineligible Holder should contact the Rights Agent as soon as possible. Rights of Ineligible Holders will be held by the Rights Agent until 5:00 p.m. (Toronto time) on September 1, 2015 in order to provide beneficial
holders outside the Eligible Jurisdictions the opportunity to claim their rights certificate by satisfying the Company that the exercise of their Rights will not be in violation of the laws of the applicable Ineligible Jurisdiction. After such time,
the Rights Agent will attempt to sell the Rights of such registered Ineligible Holders on such date or dates and at such price or prices as the Rights Agent determines in its sole discretion. Ineligible Holders whose common shares are held through a
CDS Participant or DTC Participant who wish to be recognized as Approved Ineligible Holders should contact their CDS Participant or DTC Participant, as applicable, as soon as possible. CDS participant(s) or DTC participant(s), prior to the Rights
Expiry Date, as agent for and on behalf of the Ineligible Holders, may attempt to sell the Rights issued to such Ineligible Holders at the price or prices that they determine.
Certain information contained in this material change report constitutes ‘forward-looking statements’ within the meaning of the ‘safe
harbor’ provisions of Canadian securities laws and the United States Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements. The words ‘potential’,
‘preliminary’, ‘believe’, ‘forecast’, ‘will’, ‘anticipate’, ‘expect’, ‘would’, ‘could’, ‘estimate’ and similar expressions identify forward-looking statements.
Forward-looking statements in this material change report include, without limitation: information pertaining to the Company’s strategy, plans or future financial or operating performance, such as statements with respect to the completion of
the Rights Offering, and other statements that express management’s expectations or estimates of future performance. Forward-looking statements involve known and unknown risk factors that may cause the actual results to be materially different
from those expressed or implied by the forward-looking statements. Such risks include, but are not limited to: the risk that the LDI mine may not perform as planned, the possibility that commodity prices and foreign exchange rates may fluctuate, and
the risk that the Company’s shares may be delisted from the TSX. For more details on certain of these and other risk factors see the Company’s most recent Annual Information Form/Form 40-F on file with Canadian provincial securities
regulatory authorities and the SEC.
Forward-looking statements are also based upon a number of factors and assumptions that, while considered
reasonable by management, are inherently subject to significant business, economic and competitive uncertainties and contingencies. The factors and assumptions contained in this material change report include, but are not limited to: that the
Company will be able to realize its assets and discharge its liabilities in the normal course of business, that metal prices and exchange rates between the Canadian and United States dollar will be consistent with the Company’s
expectations, that there will be no significant disruptions affecting operations, and that prices for key mining and construction supplies, including labour, will remain consistent with the Company’s expectations. The forward-looking statements
are not guarantees of future performance. The Company disclaims any obligation
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to update or revise any forward-looking statements, whether as a result of new information, events or otherwise, except as expressly required by law. Readers are cautioned not to put undue
reliance on these forward-looking statements.
| Item 6 |
Reliance on subsection 7.1(2) of National Instrument 51-102 |
This report is not being filed on a
confidential basis.
| Item 7 |
Omitted Information |
No information has been omitted on the basis that it is confidential.
Jim Gallagher
President and Chief Executive Officer
(416) 416-360-7492
August 17, 2015
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Exhibit 2
C1234567890104598 Certifi cate Number ZQ 123456 THIS RIGHTS CERTIFICATE (THE “RIGHTS CERTIFICATE”)
AND THE RIGHTS (THE “RIGHTS”) REPRESENTED HEREBY WILL BE VOID AND WITHOUT VALUE IF NOT USED FOR SUBSCRIPTION BEFORE 5:00 P.M. (TORONTO TIME) (THE “EXPIRY TIME”), ONSEPTEMBER 10, 2015 (THE “EXPIRY DATE”), AT THE OFFICE
OF COMPUTERSHARE INVESTOR SERVICES INC. (“COMPUTERSHARE”) SPECIFIED ON THE REVERSE OF THIS RIGHTS CERTIFICATE NORTH AMERICAN PALLADIUM LTD. (EXSISTING UNDER THE CANADA BUSINESS CORPORATIONS ACT) This transferable rights certifi cate issued
to: Certifi cate for * * * * 0 * * * * * * * * ** * * * * 0 * * * * * * * ** * * * * * 0 * * * * * * ** * * * * * * 0 * * * * * *Rights FORM 1 - TO SUBSCRIBE FOR COMMON SHARES (BASICSUBSCRIPTION PRIVILEGE)DO NOT SIGN THIS FORM IF YOU INTEND TO SELL
OR OTHERWISETRANSFER THE RIGHTS EVIDENCED HEREBY.I hereby irrevocably subscribe for Common Shares as indicated below,in accordance with the terms and conditions specifi ed on the reversehereof and in the Circular at the subscription price of $5.97
(CAN) perCommon Share together with 5.91 Rights. A holder of a Rights Certifi catewho exercises some, but not all, of the Rights evidenced by such RightsCertifi cate will be deemed to have elected to waive the unexercised balanceof such Rights and
such unexercised balance of such Rights will be voidand of no value. No fractional Common Shares will be issued.MAXIMUM NUMBER OF COMMON SHARES SUBSCRIBED FOR: TOTAL PRICE: ($5.97 (CAN)X NUMBER OF COMMON SHARES SUBSCRIBED FOR). PAYMENTIN FULL OF THE
SUBSCRIPTION PRICE MUST BE MADE INACCORDANCE WITH THE REVERSE HEREOF AND THE CIRCULAR.SUBSCRIBER’S SIGNATURE: DATED: IF THE SUBSCRIBER IS OTHER THAN THE ABOVE NAMEDREGISTERED HOLDER OF THIS RIGHTS CERTIFICATE, FORM3 MUST BE DULY COMPLETED
STATING THE NAME AND THEADDRESS OF THE TRANSFEREE.FORM 2 - TO SUBSCRIBE FOR COMMON SHARES (ADDITIONALSUBSCRIPTION PRIVILEGE)I hereby irrevocably subscribe for up to the whole number of additionalCommon Shares (the “Additional Common
Shares”) indicated below, inaccordance with the terms and conditions specifi ed on the reverse hereofand in the Circular, at a subscription price of $5.97 (CAN) per AdditionalCommon Share and irrevocably agree to accept the same or any
smallernumber that may be allotted among those holders of Rights exercising thisAdditional Subscription Privilege in accordance with the procedure set outin the Circular.MAXIMUM NUMBER OF ADDITIONAL COMMON SHARES SUBSCRIBEDFOR: TOTAL PRICE:
($5.97(CAN) X NUMBER OF ADDITIONAL COMMON SHARES SUBSCRIBEDFOR). PAYMENT IN FULL OF THE SUBSCRIPTION PRICE MUST BEMADE IN ACCORDANCE WITH THE REVERSE HEREOF AND THECIRCULAR.SUBSCRIBER’S SIGNATURE: DATED: In the event of an over subscription for
Additional Common Sharespursuant to this Additional Subscription Privilege, Computershareshall return to subscribers the excess funds paid for the subscription ofAdditional Common Shares. SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN ****
SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN**** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN ****SPECIMEN **** SPECIMEN **** SPECIMEN ****
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SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN**** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN **** SPECIMEN
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*ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO
****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****Z
ERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO**
**ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZER
O****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****ZERO****
ZERO****ZERO****ZERO****ZERO****ZERO****ZER Evidences Rights issued by North American Palladium Ltd. (the “Corporation”) to a shareholder of record of the Corporationas at the close of business on August 20, 2015, upon the terms and
subject to the conditions stated in the Corporation’smanagement information circular dated June 30, 2015 (the “Circular”) to subscribe for common shares (“Common Shares”) inthe capital of the Corporation at the purchase
price of $5.97 (CAN) per Common Share together with 5.91 Rights.Dated: , 2015 Evidences Rights issued by North American Palladium Ltd. (the “Corporation”) to a shareholder of record of the Corporationas at the close of business on August
20, 2015, upon the terms and subject to the conditions stated in the Corporation’smanagement information circular dated June 30, 2015 (the “Circular”) to subscribe for common shares (“Common Shares”) inthe capital of the
Corporation at the purchase price of $5.97 (CAN) per Common Share together with 5.91 Rights. CUSIP 65704X117ISIN CA65704X1179 FORM 3 - TO SELL OR TRANSFER RIGHTSIF THE RIGHTS ARE SOLD THROUGH AN INVESTMENT DEALEROR STOCK BROKER, DO NOT FILL IN THE
NAME AND ADDRESSOF THE TRANSFEREE.TO SUBSCRIBE, THE TRANSFEREE MUST FILL IN THE BELOWPARTICULARS AND ALSO COMPLETE FORM 1.For value received, I, the transferor, transfer the Rights evidencedhereby to the transferee named below in accordance with the
termsand conditions specifi ed on the reverse hereof and in the Circular.Name of Transferee: Please print - showing one given nameAddress: Signature of Rights certifi cate holder: Signature Guaranteed by: FORM 4 - TO DIVIDE OR COMBINE RIGHTS
CERTIFICATESComputershare Investor Services Inc., please deliver to theundersigned new Rights Certifi cate(s) in the name of the undersignedas indicated below. If a Rights Certifi cate is being divided, each newRights Certifi cate(s) must represent
a whole number of Rights. Rights certifi cate(s) for Rights each Rights certifi cate(s) for Rights eachSignature of Rights certifi cate holder:
THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE CORPORATION THAT (A) THIS SECURITY MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED TO RESIDENTS OR NATIONALS OF ANY JURISDICTION OUTSIDE OF CANADA, THE UNITED STATES OR SUCH OTHER JURISDICTIONS AS DETERMINED BY THE CORPORATION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER
IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM SUCH HOLDER OF THE RESTRICTIONS REFERRED TO IN (A) ABOVE.
This Rights Certificate
will be void and without value if not used for subscription before 5:00 p.m. (Toronto time), on September 10, 2015, at the office of Computershare Investor Services Inc. specified below.
CIRCULAR
The Rights represented hereby are subject to
the terms and conditions set forth in the Circular.
TO SUBSCRIBE
A holder of this Rights Certificate wishing to subscribe for Common Shares must complete Form 1 and deliver this Rights Certificate together with payment in
full of the subscription price to Computershare at its office shown below prior to 5:00 p.m. (Toronto time) on September 10, 2015.
The Common Shares
will be subscribed for on a one Common Share per 5.91 Rights basis at a price of Cdn$5.97 per share. Only subscriptions for whole Common Shares will be accepted. Completion of Form 1 constitutes a representation by the holder that such holder is not
a resident or national of any jurisdiction outside of Canada, the United States or such other jurisdictions as determined by the Corporation or the agent of any such person.
BY EXECUTION AND DELIVERY OF THIS RIGHTS CERTIFICATE, EACH SUBSCRIBER CERTIFIES TO THE CORPORATION THAT SUCH SUBSCRIBER IS ENTITLED TO EXERCISE THE RIGHTS
EVIDENCED HEREBY IN ACCORDANCE WITH THE TERMS AND CONDITIONS SET OUT IN THE CIRCULAR.
ADDITIONAL SUBSCRIPTION PRIVILEGE
If Form 1 is completed with respect to the maximum number of Common Shares that can be subscribed for with the rights evidenced hereby, the holder may, by
completing Form 2, subscribe for his proportionate part of the Common Shares which are not subscribed for by the expiration of the rights, subject to any maximum number specified by the holder in Form 2. Payment in full of the subscription price of
the maximum number of Additional Common Shares so subscribed for must accompany this certificate when it is delivered to Computershare.
PAYMENT
Payment for the number of Common Shares subscribed for must be made by certified cheque, bank draft, money order or other form of payment acceptable
to Computershare in Canadian funds payable to the order of “Computershare Investor Services Inc.”. Payment for all Common Shares subscribed for must be paid at the time of subscription at the office of Computershare shown below prior to
5:00 p.m. (Toronto time), on September 10, 2015. In the event of an over subscription for Additional Common Shares pursuant to the Additional Subscription Privilege, Computershare will return to subscribers the excess funds paid for the
subscription of such Additional Common Shares not available to be issued to such subscribers.
TO SELL OR TRANSFER RIGHTS
Complete Form 3 and deliver this Rights Certificate in ample time for the transferee to use it before Expiry Time on the Expiry Date. IF FORM 3 IS PROPERLY
COMPLETED, THE TRANSFEREE MAY USE IT FOR SUBSCRIPTION WITHOUT OBTAINING A NEW RIGHTS CERTIFICATE. The signature of the Rights Certificate holder must correspond with the name set forth on the face of this Rights Certificate, in every particular,
without any change whatsoever, and must be guaranteed by a Canadian Schedule 1 bank, or a member of the acceptable Medallion Signature Guarantee Program (including a member of the Securities Transfer Agent Medallion Program (STAMP), a member of the
Stock Exchanges Medallion Program (SEMP) or a member of the New York Stock Exchange Inc. Medallion Signature Program (MSP)). If Form 3 is signed by a trustee, executor, administrator, curator, tutor, guardian, attorney, officer of a corporation,
partnership, association or any person acting in a fiduciary or representative capacity, it should be accompanied by satisfactory evidence of authority to act.
The Rights may be transferred only in transactions outside of the United States in accordance with Regulation S under the U.S. Securities Act of 1933, as
amended (the “U.S. Securities Act”), which will permit the resale of the Rights by persons through the facilities of the TSX, provided that the offer is not made to a person in the United States, neither the seller nor any person acting on
its behalf knows that the transaction has been prearranged with a buyer in the United States, and no “directed selling efforts”, as that term is defined in Regulation S, are conducted in the United States in connection with the resale.
Certain additional conditions are applicable to the Corporation’s “affiliates”, as that term is defined under the U.S. Securities Act. In order to enforce this resale restriction, U.S. holders hereof will be required to execute a
declaration certifying that such sale is being made outside the United States in accordance with Regulation S.
TO DIVIDE OR COMBINE CERTIFICATES
Complete Form 4 and deliver this Rights Certificate to Computershare at its office shown below in ample time for the new Rights Certificate(s) to be
issued and used before the expiration of the Rights. Rights Certificate(s) representing fractional Rights will not be issued
SUBSCRIBERS NOT RESIDENT
IN CANADA
This offering of Rights is being made only in Canada, the United States and such other jurisdictions as determined by the Corporation. This
offering of Rights is not being made outside of Canada, the United States or such other jurisdictions as determined by the Corporation and is not, and under no circumstances is it to be construed as, an offering of any securities for sale in or to a
national or resident of a jurisdiction outside of Canada, the United States or such other jurisdictions as determined by the Corporation or a solicitation therein of an offer to buy any securities. Notwithstanding the foregoing, if a shareholder as
of the close of business on September 1, 2015, whose address of record is in, or who is a resident or national of, a jurisdiction outside of Canada, the United States or such other jurisdictions as determined by the Corporation, contacts the
Corporation to request a Rights Certificate and provides the Corporation with such evidence of compliance with all applicable securities laws as more particularly described in the Circular, then the Corporation may, if it so chooses in its sole
discretion, deliver a Rights Certificate to, and accept subscriptions for Common Shares from or on behalf of, such holder.
OFFICE OF
COMPUTERSHARE INVESTOR SERVICES INC.
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| By Hand or Courier to: |
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By Mail to: |
| 8th Floor, 100 University Ave. |
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P.O. Box 7021 |
| Toronto, Ontario M5J 2Y1 |
|
31 Adelaide St. E. |
| Attention: Corporate Actions |
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Toronto, Ontario M5C 3H2 |
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Attention: Corporate Actions |
Signature Guarantee: The signature on this assignment must correspond with the name as written upon the face of the
certificate(s), in every particular, without alteration or enlargement, or any change whatsoever and must be guaranteed by a major Canadian Schedule I chartered bank or a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP,
MSP). The Guarantor must affix a stamp bearing the actual words “Signature Guaranteed”.
In the USA, signature guarantees must be done by
members of a “Medallion Signature Guarantee Program” only.
Signature guarantees are not accepted from Treasury Branches, Credit Unions or
Caisses Populaires unless they are members of the Stamp Medallion Program.
Computershare’s Privacy Notice: In the course of providing
services to you and our corporate clients, Computershare receives non-public personal information about you - your name, address, social insurance number, securities holdings, transactions, etc. We use this to administer your account, to better
serve your and our clients’ needs and for other lawful purposes. 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. *You are required to provide your SIN if you will receive income on these securities. We will use this number for income reporting. Computershare may also ask for your SIN as an
identification-security measure if you call or write to request service on your account; however you may decline this usage.
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The IRS (Internal Revenue Service) requires cost basis reporting of securities acquired for U.S. residents after January 1, 2011. For
more information, please visit www.irs.gov. L’IRS (Internal Revenue Service)
exige la déclaration du prix de base des titres acquis pour les résidents des États-Unis après le 1er janvier 2011. Pour plus d’informations, veuillez visiter le www.irs.gov. |
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015TNE |
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