sc14d1fza
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE
14D-1F/A
TENDER OFFER STATEMENT PURSUANT TO RULE 14d-1(b) UNDER THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
CORRIENTE RESOURCES INC.
(Name of Subject Company)
British Columbia, Canada
(Jurisdiction of Subject Companys Incorporation or Organization)
CRCC-TONGGUAN INVESTMENT (CANADA) CO., LTD.
a wholly-owned direct subsidiary of
CRCC-TONGGUAN INVESTMENT CO., LTD.
a jointly owned direct subsidiary of
TONGLING NONFERROUS METALS GROUP HOLDINGS CO., LTD.
and
CHINA RAILWAY CONSTRUCTION CORPORATION LIMITED
(Bidder)
Common Shares
(Title of Class of Securities)
22027E409
(CUSIP Number of Class of Securities (if applicable))
Guobin HU
CRCC-Tongguan Investment (Canada) Co., Ltd.
700 West Georgia Street, 25th Floor
Vancouver, BC Canada
V7Y 1B3
Telephone: +1-604-684-9151
and
Guobin HU
CRCC-Tongguan Investment Co., Ltd.
c/o Tongling Nonferrous Metals Group Holdings Co., Ltd.
Changjiang West Road
Tongling 244001, Anhui Province
Peoples Republic of China
Telephone: +86 562 5860046
and
Guobin HU
Tongling Nonferrous Metals Group Holdings Co., Ltd.
Changjiang West Road
Tongling 244001, Anhui Province
Peoples Republic of China
Telephone: +86 562 5860046
and
Dongna HE
China Railway Construction Corporation Limited
No. 40, Fuxing Road
Beijing 100855
Peoples Republic of China
Telephone: +86 105 2688103
(Name, address (Including ZIP code) and telephone number (including area code) of
person(s) authorized to receive notices and communications on behalf of bidder)
Copies to:
Scott
M. Tayne, Esq.
Davies Ward Phillips & Vineberg LLP
625 Madison Avenue, 12th Floor
New York, New York 10022
Phone: (212) 588-5500
Fax: (212) 308-0132
February 1, 2010
(Date tender offer first published, sent or given to securityholders)
Calculation of Filing Fee*
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Transaction Valuation |
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Amount of Filing Fee |
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$197,944,302 |
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$14,114 |
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* |
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For purposes of determining the filing fee pursuant to General Instruction II.C to
Schedule 14D-1F, the transaction value of the subject companys common shares held in the
United States, assuming acceptance of the Offer by all holders of the subject companys shares
in the United States, is calculated as follows: the product of (x) 24,519,846, the
number of subject company common shares estimated to be held by shareholders in the United
States as of February 2, 2010, (y) CAD$8.60, the price to be paid per common share of the
subject company pursuant to the Offer, and (z) 0.9387, the inverse of the Bank of
Canadas noon buying rate for Canadian dollars on February 1, 2010. |
x Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify
the filing with which the offsetting fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the Date of its filing.
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Amount
Previously Paid: $14,114
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Registration No.: 005-82963 |
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Filing
Party: CRCC-Tongguan Investment (Canada) Co., Ltd. |
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Form:
SC14D-1F
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Date Filed: February 2, 2010 |
TABLE OF CONTENTS
PART I
INFORMATION REQUIRED TO BE SENT TO SHAREHOLDERS
Item 1. Home Jurisdiction Documents
1. Offer to Purchase and Offer Circular, dated February 1, 2010, including Letter of Transmittal
and Notice of Guaranteed Delivery. 1
2. Notice
of Extension, dated March 25, 2010. 2
3. Notice
of Extension, dated April 26, 2010. 3
4. Notice
of Compulsory Acquisition, dated June 4, 2010, including Letter of Transmittal.
Item 2. Informational Legends
See Notice
to Shareholders in the United States on the inside front cover
page of each of the Offer to Purchase and Offer
Circular, dated February 1, 2010, the Notice of Extension,
dated March 25, 2010, and the Notice of Extension, dated April
26, 2010.
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1 |
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Previously filed with the filing persons Schedule 14D-1F filed with the U.S. Securities
and Exchange Commission (the SEC) on February 2, 2010. |
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2 |
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Previously filed with the filing persons Schedule
14D-1F/A (Amendment No. 1) filed with the SEC on March 25, 2010. |
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Previously filed with the filing persons Schedule
14D-1F/A (Amendment No. 2) filed with the SEC on April 27, 2010. |
This document is important and requires your immediate attention. If you are in doubt as to how to
deal with it, you should consult your investment advisor, stock broker, bank manager, trust company
manager, accountant, lawyer or other professional advisor. The offer contained in the document does
not constitute an offer or a solicitation to any person in any jurisdiction in which such offer or
solicitation is unlawful. The offer is not being made to, nor will deposits be accepted from or on
behalf of, shareholders in any jurisdiction in which the making or acceptance thereof would not be
in compliance with the laws of such jurisdiction. However, the Offeror may in its sole discretion,
take such action as it may deem necessary to extend the offer to shareholders in any such
jurisdiction. The offer contained in this document has not been approved or disapproved by any
securities regulatory authority, nor has any securities regulatory authority passed upon the
fairness or merits of the offer contained in this document or upon the adequacy of the information
contained in this document. Any representation to the contrary is an offence.
NOTICE OF COMPULSORY ACQUISITION
for all the Outstanding Common Shares of Corriente Resources Inc.
June 4, 2010
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To:
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Holders of common shares of Corriente Resources Inc. who did not
accept the offer dated February 1, 2010, as extended on March 25,
2010 and April 26, 2010, made by CRCC-Tongguan Investment (Canada)
Co., Ltd., a wholly-owned direct subsidiary of CRCC-Tongguan
Investment Co., Ltd., a jointly-owned direct subsidiary of Tongling
Nonferrous Metals Group Holdings Co., Ltd. and China Railway
Construction Corporation Limited. |
PLEASE REFER TO THE INSTRUCTIONS ATTACHED HERETO
On February 1, 2010, CRCC-Tongguan Investment (Canada) Co., Ltd. (the Offeror) made an offer (the
Offer) to purchase at a price of Cdn.$8.60 per share all of the issued and outstanding common
shares (the Common Shares) of Corriente Resources Inc. (Corriente), including all Common
Shares that may become issued and outstanding after the date of the Offer but before the expiry
time of the Offer upon the exercise of options issued under Corrientes stock option plan. The
Offer expired at 5:00 p.m. (Vancouver time) on May 28, 2010 (the Expiry Time), and the Offeror
has taken up and accepted for payment 76,478,495 Common Shares representing approximately 96.9% of
the Common Shares on a fully-diluted basis.
The Offer indicated that if, within four months after the making of the Offer, the Offer has been
accepted by persons who, in the aggregate hold at least 90% of the outstanding Common Shares as at
the Expiry Time, the Offeror will, to the extent possible, acquire the remainder of the Common
Shares (the Remaining Shares) from those shareholders who have not accepted the Offer (the
Remaining Shareholders, which includes any person who subsequently acquired any Remaining
Shares), pursuant to Section 300 of the Business Corporations Act (British Columbia) (the BCBCA),
for the same consideration and on the same terms contained in the Offer (the Compulsory
Acquisition).
The Offeror is hereby exercising its rights under the BCBCA to acquire all of the Remaining Shares
and hereby gives notice pursuant to Section 300 of the BCBCA that:
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(a) |
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the Offer was accepted by shareholders of Corriente (the Accepting
Shareholders) who, in the aggregate, held at least 90% of the Common Shares, other
than Common Shares already held at the date of the Offer by, or by a nominee for, the
Offeror or its affiliate; |
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(b) |
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the Offeror has taken-up and accepted for payment the Common Shares held by the
Accepting Shareholders; |
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(c) |
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under the BCBCA, upon sending this Notice to a Remaining Shareholder, the
Offeror is, subject to paragraph (d) below, entitled and bound to acquire all of the
Remaining Shares of such Remaining Shareholder for the same consideration and on the
same terms as the Common Shares that were acquired under the Offer; and |
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(d) |
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a Remaining Shareholder may, within two months from the date of this Notice,
apply to the Supreme Court of British Columbia (the Court) for an order setting the
price and terms of payment for such Remaining Shareholders Remaining Shares and any
consequential orders or directions that the Court considers appropriate. |
Where the Court has not, on application made by a Remaining Shareholder to whom this Notice was
given, ordered otherwise, the Offeror must, no earlier than two months after the date of this
Notice or, if an application to the Court by a Remaining Shareholder to whom this Notice was given
is then pending, then after that application has been disposed of, send a copy of this Notice to
Corriente and pay or transfer to Corriente the cash consideration payable by the Offeror for the
Remaining Shares that the Offeror is entitled to acquire. On receiving such notice and cash
consideration, Corriente must register the Offeror as a shareholder of Corriente with respect to
all the Remaining Shares. The cash consideration received by Corriente from the Offeror will be
held by Corriente, or a trustee approved by the Court, in trust for the Remaining Shareholders.
The Offeror intends to transfer the cash consideration for, and become registered as a shareholder
with respect to, the Remaining Shares on or about August 4, 2010. In order to prevent a delay in
receiving the purchase price for your Remaining Shares, the Offeror recommends that you complete
the enclosed Transmittal and return it together with the certificate(s) representing your Remaining
Shares to Computershare Investor Services Inc. (the Depositary) at the address set forth in the
instructions attached hereto, within two months of the date of this Notice. Please note that
interest will not be payable, under any circumstances, on amounts representing the purchase price
for any Remaining Shares.
If you have already deposited all of your Common Shares under the Offer, no further action is
required by you.
Remaining Shareholders are advised to consult their tax advisors to determine the particular tax
consequences of the disposition of their Remaining Shares pursuant to the Compulsory Acquisition.
The foregoing is only a summary of the statutory right of Compulsory Acquisition. The summary is
not intended to be complete and is qualified in its entirety by the provisions of Section 300 of
the BCBCA. Remaining Shareholders should refer to Section 300 of the BCBCA for the full text of
the relevant statutory provisions. Section 300 of the BCBCA is complex and requires strict
adherence to notice and timing provisions, failing which certain rights available to Remaining
Shareholders may be lost or altered. Remaining Shareholders who wish to be better informed about
those provisions should consult their own legal advisors.
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Yours truly,
CRCC-TONGGUAN INVESTMENT
(CANADA) CO., LTD.
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By |
(Signed) Shouhua Jin
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Name: |
Shouhua Jin |
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Title: |
Chairman |
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By |
(Signed) Dongqing Li
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Name: |
Dongqing Li |
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Title: |
Chief Executive Officer |
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INSTRUCTIONS TO NOTICE OF COMPULSORY ACQUISITION
Within two months of the date of this Notice, a Remaining Shareholder should:
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to receive the purchase price of Cdn.$8.60 per share for such Remaining
Shareholders Remaining Shares without delay, complete the enclosed Transmittal and
deliver the same to the Depositary at the address specified below together with the
certificate(s) representing such Remaining Shareholders Remaining Shares; or |
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apply to the Court for an order setting the price and terms of payment for such
Remaining Shareholders Remaining Shares and any consequential orders or directions
that the Court considers appropriate. |
Transmittals and certificate(s) representing Remaining Shares should be delivered to the Depositary
at the following address:
Computershare Investor Services Inc.
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By
Mail
P.O. Box 7021
31 Adelaide St. E
Toronto, ON
M5C 3H2
Attention: Corporate Actions
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By Registered Mail, by Hand or by
Courier
100 University Avenue
9th Floor
Toronto, Ontario
M5J 2Y1
Attention: Corporate Actions |
Toll Free (North America): 1-800-564-6253
Overseas: 1-514-982-7555
Email: corporateactions@computershare.com
Facsimile: 1-905-771-4082
The method used to deliver the Transmittal, any accompanying certificate(s) representing Remaining
Shares and all other required documents is at the option and risk of the Remaining Shareholder
depositing these documents. The Offeror recommends that these documents be delivered by hand to
the Depositary and that a receipt be obtained or, if mailed, that registered mail, with return
receipt requested, be used and that proper insurance be obtained. It is suggested that any such
mailing be made sufficiently in advance of August 4, 2010 to permit delivery to the Depositary at
or prior to 5:00 p.m. (Vancouver time) on August 4, 2010. Delivery will only be effective upon
actual receipt by the Depositary.
If a certificate has been lost or destroyed, the Transmittal should be completed as fully as
possible and forwarded, together with a letter describing the loss, to the Depositary at the
address provided above. The Depositary will provide replacement instructions. If your certificate
has been lost or destroyed, you may be required to provide proof that the certificate was lost or
destroyed, an indemnity or any other reasonable document or action at the request of Corriente.
If you complete and deliver a properly completed and executed Transmittal to the Depositary with
the certificate(s) representing Remaining Shares on or before 5:00 p.m. (Vancouver time) on August
4, 2010, the cheque representing the payment to which you are entitled will be sent to you by
regular mail promptly after August 4, 2010.
After the Offeror has been registered as the holder of the Remaining Shares, Corriente, or a
trustee approved by the Court, must hold in trust the funds received from the Offeror for the
benefit of the former holders of the Remaining Shares. A former holder must provide to Corriente
the certificate(s) issued in respect of the Remaining Shares formerly held, or such other evidence
as to entitlement as Corriente may require, in order to receive the funds to which the former
holder is entitled. After August 4, 2010 Corriente intends to communicate further with any former
holders of Remaining Shares who did not deliver a Transmittal and the certificate(s) representing
the Remaining Shares to make arrangement for payment. Interest will not be payable, under any
circumstances, on any amounts representing the purchase price for Remaining Shares.
Questions or requests for assistance may be directed to the Depositary, whose contact details are
provided above.
THE INSTRUCTIONS ACCOMPANYING THIS TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS TRANSMITTAL
IS COMPLETED. THIS TRANSMITTAL IS FOR USE IN DEPOSITING COMMON SHARES OF CORRIENTE RESOURCES INC.
PURSUANT TO THE COMPULSORY ACQUISITION.
TRANSMITTAL
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TO: |
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CRCC-TONGGUAN INVESTMENT (CANADA) CO., LTD. |
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AND TO: |
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Computershare Investor Services Inc., as Depositary, at its Toronto, Ontario office set out herein |
USE THIS TRANSMITTAL TO DEPOSIT A SHARE CERTIFICATE.
CRCC-Tongguan Investment (Canada) Co., Ltd. (the Offeror) made an offer (the Offer) dated
February 1, 2010, as extended on March 25, 2010 and April 26, 2010, to purchase at a price of
Cdn.$8.60 per share all of the issued and outstanding common shares (the Common Shares) of
Corriente Resources Inc. (the Company), including all Common Shares issued or conditionally
issued after the date of the Offer but before the expiry time of the Offer upon the exercise of
options issued under the Companys stock option plan. The Offer expired at 5:00 p.m. (Vancouver
time) on May 28, 2010, and the Offeror has taken up and accepted for payment 76,478,495 Common
Shares representing approximately 96.9% of the Common Shares on a fully-diluted basis.
Pursuant to a notice of compulsory acquisition (the Notice of Compulsory Acquisition) dated June
4, 2010, the Offeror exercised its right under section 300 of the Business Corporations Act
(British Columbia) to acquire all of the Common Shares which remain outstanding held by those
persons who did not accept the Offer (the Shareholders) for the same price and on the same terms
as the Common Shares that were acquired under the Offer (the Compulsory Acquisition). Under the
Compulsory Acquisition, the Offeror is entitled and bound to acquire all the Common Shares that
remain outstanding for the same price and on the same terms set forth in the Offer and related
circular dated February 1, 2010, as extended on March 25, 2010 and April 26, 2010 (the Circular),
subject to an order of the court that directs otherwise.
Capitalized terms used but not defined in this Transmittal which are defined in the Offer and
Circular have the respective meanings ascribed thereto in the Circular. All dollar references in
this Transmittal refer to Canadian dollars, except where otherwise indicated.
Questions or requests for assistance in completing this Transmittal and depositing Common Shares
with the Depositary may be directed to the Depositary, whose contact details are provided at the
end of this document. Shareholders whose Common Shares are registered in the name of an investment
advisor, stockbroker, bank, trust company or other nominee should immediately contact such nominee
for assistance in depositing their Common Shares pursuant to the Compulsory Acquisition.
DELIVERY OF THIS TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH BELOW WILL NOT CONSTITUTE A
VALID DELIVERY TO THE DEPOSITARY. YOU MUST SIGN THIS TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED
BELOW AND IF YOU ARE A U.S. SHAREHOLDER, YOU MUST ALSO COMPLETE THE SUBSTITUTE FORM W‑9 SET FORTH
BELOW (SEE INSTRUCTION 6, SUBSTITUTE FORM W-9 FOR U.S. SHAREHOLDERS ONLY). IF YOU HAVE A U.S.
ADDRESS, BUT ARE NOT A U.S. SHAREHOLDER, PLEASE SEE INSTRUCTION 6.
COMMON SHARE INFORMATION
The following are the details of the enclosed certificates:
COMMON SHARES OF THE COMPANY
(Please print or type. If space is insufficient, please attach a list to this Transmittal in the form below.)
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Name(s) in which Registered |
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Certificate Number(s) |
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(please print and fill in exactly as |
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Number of Common Shares |
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(if available) |
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name(s) appear(s) on certificate(s)) |
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Represented by Certificate |
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TOTAL:
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SHAREHOLDER INFORMATION AND INSTRUCTIONS
Before signing this Transmittal, please review carefully and complete the following boxes, as appropriate
BLOCK A
PAYMENT INSTRUCTIONS
ISSUE CHEQUE IN THE NAME OF:
(please print or type)
(Name)
(Street Address and Number)
(City and Province or State)
(Country and Postal (Zip) Code)
(Telephone Business Hours)
(Tax Identification, Social Insurance
or Social Security Number)
BLOCK B
DELIVERY INSTRUCTIONS
SEND CHEQUE
(Unless Block D is checked) TO:
o Same as address in Block A or to:
(Name)
(Street Address and Number)
(City and Province or State)
(Country and Postal (Zip) Code)
(Telephone Business Hours)
(Tax Identification, Social Insurance
or Social Security Number)
BLOCK C
TAXPAYER IDENTIFICATION NUMBER
U.S. residents/citizens must provide their
Taxpayer Identification Number
(Taxpayer Identification Number)
If you are a U.S. Shareholder or are acting on
behalf of a U.S. Shareholder, 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. If you
are not a U.S. Shareholder, but have a U.S. address,
you must provide a completed U.S. Internal Revenue
Service Form W-8 in order to avoid backup withholding.
See Instruction 6, Substitute Form W-9 for U.S.
Shareholders Only for further details.
BLOCK D
SPECIAL PICK-UP INSTRUCTIONS
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HOLD CHEQUE FOR PICK-UP AT THE OFFICE
OF THE DEPOSITARY WHERE THIS
TRANSMITTAL IS DEPOSITED (check box)
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SHAREHOLDER SIGNATURE
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Signature guaranteed by
(if required under Instruction 3):
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Dated: |
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Authorized Signature of Guarantor
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Signature of Shareholder or Authorized Representative
(see Instructions 2, 3 and 4) |
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Name of Guarantor (please print or type)
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Name of Shareholder or Authorized Representative
(please print or type) |
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Address of Guarantor (please print or type)
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Daytime telephone number and facsimile number of
Shareholder or Authorized Representative |
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Tax Identification, Social Insurance or
Social Security Number |
SUBSTITUTE FORM W-9
TO BE COMPLETED BY U.S. SHAREHOLDERS ONLY
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SUBSTITUTE
FORM W-9
Payers Request for
Taxpayer Identification
Number and Certification
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Part 1 Taxpayer Identification Number (TIN)
ENTER YOUR TIN IN THE BOX AT RIGHT. (For most
individuals, this is your social security number.
If you do not have a TIN, see Obtaining a
Number in the Guidelines included in this
form.) CERTIFY BY SIGNING AND DATING BELOW.
Note: If the account is in more than one name,
see the chart in the enclosed Guidelines to
determine which number to give the payer.
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Social Security Number(s)
(If awaiting TIN, write Applied For)
OR
Employer Identification Number(s)
(If awaiting TIN, write Applied For) |
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Part 2 For payees exempt from backup withholding,
please write exempt here (see Instructions): |
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Please Check Appropriate box
o Individual/Sole Proprietor
o Corporation
o Partnership
o Limited liability company (Enter the tax classification:
D = disregarded entity; C = corporation; P = partnership) _______________
o Other
City
______________________________
State
______________________________
Zip Code
______________________________
Part 3 Certification Under penalties of perjury, I certify that:
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The number shown on this form is my correct TIN (or I am waiting for a TIN to be issued to me); |
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(2) |
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I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal
Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has
notified me that I am no longer subject to backup withholding, and |
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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 you have failed to report all interest and dividends on your tax return.
Signature of U.S. person
___________________________________________________
Date
___________________________, 2010
NOTE: FAILURE TO FURNISH YOUR CORRECT TIN MAY RESULT IN A $50 PENALTY IMPOSED BY THE INTERNAL
REVENUE SERVICE AND IN BACKUP WITHHOLDING OF 28% OF THE GROSS AMOUNT OF CONSIDERATION PAID TO YOU
PURSUANT TO THE COMPULSORY ACQUISITION. FOR ADDITIONAL DETAILS, PLEASE REVIEW THE ENCLOSED
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 THAT FOLLOW
THE INSTRUCTIONS ACCOMPANYING THIS TRANSMITTAL.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE
APPLIED FOR IN PART 1 OF SUBSTITUTE FORM W-9.
CERTIFICATION 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 IRS
Center 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 TIN by the time of payment, 28% of the gross proceeds of such
payment made to me will be withheld.
Signature
____________________________________________________________
Date
______________________________, 2010
INSTRUCTIONS
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In order to prevent a delay in receiving the purchase price for your Common Shares, the
Offeror recommends that this Transmittal, or a manually executed facsimile hereof, properly
completed and executed, together with accompanying certificate(s) representing the Common
Shares, with the signature(s) guaranteed if required in Instruction 3 below, be returned to
the Depositary at the address specified on the back of this Transmittal at or prior to 5:00
p.m. (Vancouver time) on August 4, 2010. |
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The method used to deliver this Transmittal, any accompanying certificate(s) representing
Common Shares and all other required documents is at the option and risk of the Shareholder
depositing these documents. The Offeror recommends that these documents be delivered by hand
to the Depositary and that a receipt be obtained or, if mailed, that registered mail, with
return receipt requested, be used and that proper insurance be obtained. It is suggested
that any such mailing be made sufficiently in advance of August 4, 2010 to permit delivery
to the Depositary at or prior to 5:00 p.m. (Vancouver time) on August 4, 2010. Delivery will
only be effective upon actual receipt by the Depositary. |
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Shareholders whose Common Shares are registered in the name of an investment advisor,
stockbroker, bank, trust company or other nominee should immediately contact such nominee
for assistance in depositing their Common Shares pursuant to the Compulsory Acquisition. |
This Transmittal must be completed and executed by the Shareholder described above or by such
holders duly authorized representative (in accordance with Instruction 4).
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If this Transmittal is signed by the registered holder(s) of the accompanying
certificate(s), such signature(s) on this Transmittal must correspond exactly 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 holders, all such holders must sign this
Transmittal. |
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Notwithstanding Instruction 2(a), if this Transmittal is executed by a person other than
the registered holder(s) of the accompanying certificate(s), or if the Transmittal is signed
other than exactly as the name of the registered holder appears on the Common Share
certificate, or if the cheque(s) is (are) to be issued or delivered to a person other than
the registered holder(s): (i) the accompanying certificate(s) must be endorsed or be
accompanied by an appropriate share transfer power of attorney, in either case, duly and
properly completed by the registered holder(s); and (ii) the signature on the endorsement
panel or share transfer power of attorney must correspond exactly to the name(s) of the
registered holder(s) as registered or as written on the face of the certificate(s) and must
be guaranteed by an Eligible Institution, as noted in Instruction 3 below. |
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3. |
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Guarantee of Signatures |
No signature guarantee is required on this Transmittal if:
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(a) |
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the Transmittal is signed by the registered owner of the Common Shares exactly as
the name of the registered holder appears on the Common Share certificate deposited
therewith, the cash payable under the Notice of Compulsory Acquisition is to be delivered
directly to such registered holder; or |
|
(b) |
|
Common Shares are deposited for the account of an Eligible Institution. |
In all other cases, all signatures on this Transmittal must be guaranteed by an Eligible
Institution. If a certificate representing Common Shares is registered in the name of a person
other than the signatory of this Transmittal or if the cash payable is to be delivered to a person
other than the registered owner, the certificate must be endorsed or accompanied by an appropriate
share transfer power of attorney, in either case, signed exactly as the name of the registered
owner appears on the certificate with the signature on
the certificate or power of attorney guaranteed by an Eligible Institution 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, or an eligible guarantor
institution with membership in an approved Medallion signature guarantee program, including certain
trust companies in Canada, a member of the Securities Transfer Agents Medallion Program (STAMP), a
member of the Stock Exchanges Medallion Program (SEMP) or a member of the New York Stock Exchange
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.
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4. |
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Fiduciaries, Representatives and Authorizations |
Where this Transmittal is executed by a person as an executor, administrator, trustee,
guardian, or on behalf of a corporation, partnership or association or is executed by any other
person acting in a representative capacity, such person should so indicate when signing and this
Transmittal must be accompanied by satisfactory evidence of the authority to act. Either the
Offeror or the Depositary, at its sole discretion, may require additional evidence of authority or
additional documentation.
If the cheque(s) representing payment for Common Shares is (are) to be sent to someone at an
address other than the address of the Shareholder as it appears in Block A in this Transmittal,
entitled Payment Instructions, then Block B in this Transmittal, entitled Delivery
Instructions, should be completed. If Block B is not completed, the cheque will be mailed to the
depositing Shareholder at the address of such holder as it appears in Block A or, if no address is
provided in Block A, then it will be mailed to the address of such holder as it appears on the
securities register maintained by or on behalf of the Company. Any cheque(s) mailed in accordance
with the Notice of Compulsory Acquisition and this Transmittal will be deemed to be delivered at
the time of mailing.
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6. |
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Substitute Form W-9 for U.S. Shareholders Only |
United States federal income tax law generally requires a U.S. Shareholder who receives cash
in exchange for Common Shares to provide the Depositary with its correct Taxpayer Identification
Number (TIN), which, in the case of a Shareholder who is an individual, is generally the
individuals 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 hereunder. If withholding results in an overpayment of taxes, a refund may be
obtained by filing a U.S. tax return.
To prevent backup withholding, each U.S. Shareholder must provide its correct TIN by
completing the Substitute Form W-9 set forth in this document, which requires the Shareholder to
certify under penalties of perjury, (1) that the TIN provided is correct (or that such holder is
awaiting a TIN), (2) that the holder is not subject to backup withholding because of an exemption
and has either not been notified by the IRS that its is subject to backup withholding as a result
of a failure to report all interest or dividends or has been notified by the IRS that it is no
longer subject to backup withholding, and (3) that the holder is a U.S. citizen or other U.S.
person. For this purpose, you are considered a U.S. person if you are an individual who is a U.S.
citizen or U.S. resident alien, a partnership, corporation, company, or association created or
organized in the United States or under the laws of the United States, an estate (other than a
foreign estate), or a domestic trust (as defined in Regulations section 301.7701-7).
Exempt holders (including, among others, all corporations) are not subject to backup
withholding and reporting 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. See the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W‑9 (the W-9 Guidelines) for additional instructions.
If Common Shares are held in more than one name or are not in the name of the actual owner,
consult the enclosed W-9 Guidelines for information on which TIN to report.
If a U.S. Shareholder does not have a TIN, such holder should: (i) consult the enclosed W-9
Guidelines for instructions on applying for a TIN, (ii) write Applied For in the space for the
TIN in Part 1 of the Substitute Form W-9, and (iii) sign and date the Substitute Form W-9 and the
Certificate of Awaiting Taxpayer Identification Number set forth in this document. In such case,
the Depositary
may withhold 28% of the gross proceeds of any payment made 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 a Shareholder has a U.S. address, but is not a U.S. Shareholder, such holder is required to
submit an appropriate and properly completed IRS Form W-8 Certificate of Foreign Status, signed
under penalties of perjury. Such appropriate IRS Form W-8 may be obtained from the Depositary.
A SHAREHOLDER WHO FAILS TO PROPERLY COMPLETE THE SUBSTITUTE FORM W-9 SET FORTH IN THIS
TRANSMITTAL OR, IF APPLICABLE, THE APPROPRIATE IRS FORM W-8 MAY BE SUBJECT TO BACKUP WITHHOLDING OF
28% OF THE GROSS PROCEEDS OF ANY PAYMENTS MADE TO SUCH HOLDER PURSUANT TO THE COMPULSORY
ACQUISITION.
All amounts payable pursuant to the Compulsory Acquisition will be paid in Canadian dollars.
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8. |
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Failure to Submit Properly Completed Transmittal |
If a Shareholder fails to submit a properly completed Transmittal or does not submit a
Transmittal with the certificate(s) representing Common Shares, then the cheque representing
payment for such Common Shares will be mailed to the address of the Shareholder as it appears on
the securities register maintained by or on behalf of the Company.
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(a) |
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If the space in the box in this Transmittal entitled Common Shares of the Company is
insufficient to list all certificates for Common Shares, additional certificate numbers and
number of Common Shares may be included on a separate signed list affixed to this
Transmittal. |
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(b) |
|
If the Common Shares are registered in different forms (e.g. John Doe and J. Doe), a
separate Transmittal should be signed for each different registration. |
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(c) |
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Before completing this Transmittal, you are urged to read the accompanying Notice of
Compulsory Acquisition. |
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(d) |
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Additional copies of the Notice of Compulsory Acquisition and this Transmittal may be
obtained without charge on request from the Depositary at its address provided on the back
page of this Transmittal. |
If a share certificate has been lost or destroyed, this Transmittal should be completed as
fully as possible and forwarded, together with a letter describing the loss, to the Depositary at
the address provided on the back of this Transmittal. The Depositary will forward such letter to
the Companys registrar and transfer agent so that the registrar and transfer agent may provide
replacement instructions. If your certificate has been lost or destroyed, you may be required to
provide proof that the certificate was lost or destroyed, an indemnity, or any other reasonable
document or action at the request of the Company.
Questions or requests for assistance in completing this Transmittal and depositing Common
Shares with the Depositary may be directed to the Depositary, whose contact details are provided at
the end of this document. Shareholders whose Common Shares are registered in the name of an
investment advisor, stockbroker, bank, trust company or other nominee should immediately contact
such nominee for assistance in depositing their Common Shares pursuant to the Compulsory
Acquisition.
FOR U.S. SHAREHOLDERS ONLY
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Guidelines for Determining the Proper Identification Number for the Payee (You) To Give the Payer
Social security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employee
identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table
below will help determine the number to give the payer. All Section references are to the
Internal Revenue Code of 1986, as amended. IRS is the Internal Revenue Service.
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For This Type of Account: |
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Give Name and Taxpayer Identification Number of |
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1.
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Individual
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The individual |
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2.
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Two or more individuals (joint account)
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The actual owner of the account or, if combined
fund, the first individual on the account(1) |
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3.
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Custodian account of a minor
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The minor(2) |
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(Uniform Gift to Minors Act) |
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4.
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a. The usual revocable savings trust account
(grantor is also trustee)
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The grantor-trustee(1) |
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b. So-called trust that is not a legal
or valid trust under state law
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The actual owner(1) |
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5.
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Sole proprietorship or a disregarded entity
owned by an individual
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The owner(3) |
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6.
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Disregarded entity not owned by an Individual
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The owner |
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7.
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A valid trust, estate, or pension trust
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The legal entity(4) |
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8.
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Corporate (or entity electing corporate
status on Form 8832)
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The corporation |
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9.
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Association, club, religious, charitable,
educational, or other tax-exempt
organization
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The organization |
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10.
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Partnership or multi-member LLC treated as a
partnership
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The partnership |
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11.
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A broker or registered nominee
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The broker or nominee |
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12.
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Account with the Department of Agriculture
in the name of a public entity (such as a
state or local government, school district,
or prison) that receives agricultural
program payments
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The public entity |
(1) |
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List first and circle the name of the person whose number you furnish.
If only one person on a joint account has a social security number,
that persons number must be furnished. |
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(2) |
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Circle the minors name and furnish the minors social security number. |
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(3) |
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You must show your individual name, but you may also enter your
business or doing business as name on the second name line. You may
use either your social security number or your employer identification
number (if you have one). |
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(4) |
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List first and circle the name of the legal trust, estate, or pension
trust. (Do not furnish the taxpayer identification number of the
personal representative or trustee unless the legal entity itself is
not designated in the account title.) |
Obtaining a Number
If you do not have a taxpayer identification number, you may apply for one. To apply for a
social security number, get Form SS-5, Application for a Social Security Card, from your local
Social Security Administration Office or online at www.socialsecurity.gov/online/ss-5.pdf. You may
also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer
Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification
Number, to apply for an EIN. You can find information about applying for an EIN online by accessing
the IRS website at www.irs.gov, clicking on Business, then clicking on Employer ID Numbers under
More Topics. You can get Forms W-7 and SS-4 from the IRS by visiting www.irs.gov or by calling
1-800-829-3676.
Payees Exempt from Backup Withholding
Payees specifically exempted from backup withholding for this purpose include:
|
(i) |
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An organization exempt from tax under Section 501(a), an individual retirement
account (IRA), or a custodial account under Section 403(b)(7), if the account satisfies
the requirements of Section 401(f)(2); |
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(ii) |
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The United States or a state thereof, the District of Columbia, a possession of the
United States, or a political subdivision or wholly owned agency or instrumentality of
any one or more of the foregoing; |
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(iii) |
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An international organization or any agency or instrumentality thereof; |
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(iv) |
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A foreign government and any political subdivision, agency or instrumentality
thereof; |
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(vi) |
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A financial institution; |
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(vii) |
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A dealer in securities or commodities required to register in the United States,
the District of Columbia, or a possession of the United States; |
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(viii) |
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A real estate investment trust; |
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(ix) |
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A common trust fund operated by a bank under Section 584(a); |
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(x) |
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An entity registered at all times during the tax year under the Investment Company
Act of 1940; |
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(xi) |
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A futures commission merchant registered with the Commodity Futures Trading Commission; |
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(xii) |
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A foreign central bank of issue; and |
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(xiii) |
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A trust exempt from tax under Section 664 or described in Section 4947. |
Exempt payees described above must file a Substitute Form W-9 included in this Transmittal to
avoid possible erroneous backup withholding. TO FILE THIS FORM WITH THE DEPOSITARY, FURNISH YOUR
TAXPAYER IDENTIFICATION NUMBER, WRITE EXEMPT IN PART 2 OF THE FORM, SIGN AND DATE THE FORM AND
RETURN IT TO THE DEPOSITARY.
PRIVACY ACT NOTICE Section 6109 requires you to provide your correct taxpayer
identification number to payers, who must report the payments to the IRS. The IRS uses the number
for identification purposes and may also provide this information to various government agencies
for tax enforcement or litigation purposes. Payers must be given the numbers whether or not
recipients are required to file tax returns. Payers must generally withhold 28% of taxable
interest, dividend, and certain other payments to a payee who does not furnish a taxpayer
identification number to payer. Certain penalties may also apply.
Penalties
(1) |
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Failure to Furnish Taxpayer Identification Number. If you fail to furnish your taxpayer
identification number to a payer, you may be subject to a penalty of U.S. $50 for each such
failure unless your failure is due to reasonable cause and not to willful neglect. |
(2) |
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Civil Penalty for False Information With Respect to Withholding. If you make a false
statement with no reasonable basis that results in no backup withholding, you may be subject
to a U.S. $500 penalty. |
(3) |
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Criminal Penalty for Falsifying Information. Willfully falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or imprisonment. |
The Depositary for the Offer is:
DEPOSITARY
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By Mail
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By Registered Mail, by Hand or by Courier |
P.O. Box 7021
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100 University Avenue |
31 Adelaide St E
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9th Floor |
Toronto, ON
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Toronto, ON |
M5C 3H2
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M5J 2Y1 |
Attention: Corporate Action
|
|
s Attention: Corporate Actions |
Toll Free (North America): 1-800-564-6253
Overseas: 1-514-982-7555
E-mail: corporateactions@computershare.com
Facsimile: 1-905-771-4082
The Information Agent for the Offer is:
INFORMATION AGENT
North American Toll Free Number: 1-866-374-0472
Banks and Brokers Collect Number: 1-212-806-6859
E-mail: gsproxygroup@gscorp.com
Any questions or requests for assistance or additional copies of the Notice of Compulsory
Acquisition and this Transmittal may be directed to the Depositary or the Information Agent.
Shareholders may also contact their brokers, dealers, commercial banks, trust companies or other
nominees for assistance concerning the Offer.
PART II
INFORMATION NOT REQUIRED TO BE SENT TO SHAREHOLDERS
The following exhibits have been filed as part of this Schedule.
|
|
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EXHIBIT |
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|
NUMBER |
|
DESCRIPTION |
|
|
|
1.1
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Support Agreement, dated December 28, 2009, by and among Tongling Non-Ferrous
Metals Holdings Co., Ltd., China Railway Construction Corporation Limited,
CRCC-Tongguan Investment Co., Ltd. and Corriente Resources Inc. 1 |
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1.2
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Form of Lock-Up Agreement.
1 |
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1.3
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Assignment and Assumption Agreement, effective as of January 25, 2010,
between CRCC-Tongguan Investment Co., Ltd. and CRCC-Tongguan Investment (Canada)
Co., Ltd. 2 |
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1.4
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Notice of CRCC-Tongguan Investment
Co., Ltd., dated February 1, 2010. 2 |
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1.5
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Press Release, dated March 24,
2010. 3 |
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1.6
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Press Release, dated April 26,
2010. 4 |
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1.7
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Early Warning Report, dated
June 1, 2010, filed by CRCC-Tongguan Investment Co., Ltd. 5 |
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1.8
|
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Press Release, dated May 31,
2010. 5 |
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1.9 |
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Press Release, dated June 1,
2010. 5 |
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1 |
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Incorporated by reference to the Schedule 13D filed by
Tongling Nonferrous Metals Group Holdings Co., Ltd, China Railway
Construction Corporation Limited and CRCC-Tongguan Investment Co., Ltd. on January 7, 2010. |
|
2 |
|
Previously filed with the filing persons
Schedule 14D-1F filed with the SEC on February 2, 2010. |
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3 |
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Previously filed with the filing persons
Schedule 14D-1F/A (Amendment No. 1) filed with the SEC on
March 25, 2010. |
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4 |
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Previously filed with the filing persons Schedule
14D-1F/A (Amendment No. 2) filed with the SEC on April 27, 2010. |
|
5 |
|
Previously filed with the filing persons Schedule
14D-1F/A (Amendment No. 3) filed with the SEC on June 1, 2010. |
PART III
UNDERTAKINGS AND CONSENT TO SERVICE OF PROCESS
1. |
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Undertakings |
|
a. |
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CRCC-Tongguan Investment (Canada) Co., Ltd., CRCC-Tongguan Investment Co., Ltd., Tongling
Nonferrous Metals Group Holdings Co., Ltd. and China Railway Construction Corporation Limited
undertake to make available, in person or by telephone, representatives to respond to
inquiries made by the Commission staff, and to furnish promptly, when requested to do so by
the Commission staff, information relating to this Schedule or to transactions in said
securities. |
|
b. |
|
CRCC-Tongguan Investment (Canada) Co., Ltd., CRCC-Tongguan Investment Co., Ltd., Tongling
Nonferrous Metals Group Holdings Co., Ltd. and China Railway Construction Corporation Limited
undertake to disclose in the United States, on the same basis as it is required to make such
disclosure pursuant to applicable Canadian federal and/or provincial or territorial laws,
regulations or policies, or otherwise discloses, information regarding purchases of the
issuers securities in connection with the cash tender or exchange offer covered by this
Schedule. Such information shall be set forth in amendments to this Schedule. |
|
2. |
|
Consent to Service of Process |
|
a. |
|
A written irrevocable consent and power of attorney on Form
F-X was filed by each of
CRCC-Tongguan Investment (Canada) Co., Ltd., CRCC-Tongguan Investment Co., Ltd., Tongling
Nonferrous Metals Group Holdings Co., Ltd. and China Railway Construction Corporation Limited
on February 2, 2010. |
|
b. |
|
Any change to the name or address of a registrants agent for service shall be communicated
promptly to the Commission by amendment to Form F-X referencing the file number of the
registrant. |
PART IV
SIGNATURES
By signing this Schedule, CRCC-Tongguan Investment (Canada) Co., Ltd. consents without power
of revocation that any administrative subpoena may be served, or any administrative proceeding,
civil suit or civil action where the cause of action arises out of or relates to or concerns any
offering made or purported to be made in connection with the filing
on this Amendment No. 4 to Schedule 14D-1F or any
purchases or sales of any security in connection therewith, may be commenced against it in any
administrative tribunal or in any appropriate court in any place subject to the jurisdiction of any
state or of the United States by service of said subpoena or process upon CRCC-Tongguan Investment
(Canada) Co., Ltd.s designated agent.
After due inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this statement is true, complete and current.
|
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Date: June 4, 2010
|
CRCC-TONGGUAN INVESTMENT (CANADA) CO., LTD.
|
|
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By: |
/s/ Shouhua JIN
|
|
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Name: |
Shouhua JIN |
|
|
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Title: |
Authorized Representative |
|
By signing this Schedule, CRCC-Tongguan Investment Co., Ltd. consents without power of
revocation that any administrative subpoena may be served, or any administrative proceeding, civil
suit or civil action where the cause of action arises out of or relates to or concerns any offering
made or purported to be made in connection with the filing on this
Amendment No. 4 to Schedule 14D-1F or any purchases
or sales of any security in connection therewith, may be commenced against it in any administrative
tribunal or in any appropriate court in any place subject to the jurisdiction of any state or of
the United States by service of said subpoena or process upon CRCC-Tongguan Investment Co., Ltd.s
designated agent.
After due inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this statement is true, complete and current.
|
|
|
|
|
Date: June 4, 2010
|
CRCC-TONGGUAN INVESTMENT CO., LTD.
|
|
|
By: |
/s/ Shouhua JIN
|
|
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|
Name: |
Shouhua JIN |
|
|
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Title: |
Authorized Representative |
|
By signing this Schedule, China Railway Construction Corporation Limited consents without
power of revocation that any administrative subpoena may be served, or any administrative
proceeding, civil suit or civil action where the cause of action arises out of or relates to or
concerns any offering made or purported to be made in connection with the filing on this
Amendment No. 4 to Schedule 14D-1F or any purchases or sales of any security in connection therewith, may be commenced
against it in any administrative tribunal or in any appropriate court in any place subject to the
jurisdiction of any state or of the United States by service of said subpoena or process upon China
Railway Construction Corporation Limiteds designated agent.
After due inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this statement is true, complete and current.
|
|
|
|
|
Date: June 4, 2010
|
CHINA RAILWAY CONSTRUCTION CORPORATION LIMITED
|
|
|
By: |
/s/ Zhiliang ZHOU
|
|
|
|
Name: |
Zhiliang ZHOU |
|
|
|
Title: |
Authorized Representative |
|
By signing this Schedule, Tongling Nonferrous Metals Group Holdings Co., Ltd. consents without
power of revocation that any administrative subpoena may be served, or any administrative
proceeding, civil suit or civil action where the cause of action arises out of or relates to or
concerns any offering made or purported to be made in connection with the filing on this
Amendment No. 4 to Schedule 14D-1F or any purchases or sales of any security in connection therewith, may be commenced
against it in any administrative tribunal or in any appropriate court in any place subject to the
jurisdiction of any state or of the United States by service of said subpoena or process upon
Tongling Nonferrous Metals Group Holdings Co., Ltd.s designated agent.
After due inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this statement is true, complete and current.
|
|
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|
|
Date: June 4, 2010
|
TONGLING NONFERROUS METALS GROUP HOLDINGS CO., LTD.
|
|
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By: |
/s/ Dongqing LI
|
|
|
|
Name: |
Dongqing LI |
|
|
|
Title: |
Authorized Representative |
|
|