Exhibit (a)(1)(ii)

THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. THIS LETTER OF TRANSMITTAL IS FOR USE IN ACCEPTING THE OFFER BY 2869889 ONTARIO INC., AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF VISTON UNITED SWISS AG, TO PURCHASE ALL ISSUED AND OUTSTANDING COMMON SHARES OF PETROTEQ ENERGY INC. (INCLUDING ANY COMMON SHARES THAT MAY BECOME ISSUED AND OUTSTANDING AFTER THE DATE OF THE OFFER BUT PRIOR TO THE EXPIRY TIME (AS DEFINED HEREIN)).

LETTER OF TRANSMITTAL

for deposit of Common Shares

of

PETROTEQ ENERGY INC.

pursuant to the offer dated October 25, 2021 made by

2869889 ONTARIO INC., an indirect, wholly-owned subsidiary of

VISTON UNITED SWISS AG

 

 

USE THIS LETTER OF TRANSMITTAL IF:   1.  YOU WISH TO ACCEPT THE OFFER AND ARE DEPOSITING COMMON SHARE CERTIFICATE(S); OR   2.  YOU PREVIOUSLY DELIVERED A NOTICE OF GUARANTEED DELIVERY.

 

This Letter of Transmittal, properly completed and duly executed in accordance with the instructions set out herein, together with all other required documents, representing common shares (the “Common Shares”) of Petroteq Energy Inc. (“Petroteq”) deposited under the offer dated October 25, 2021 (the “Offer”) made by 2869889 Ontario Inc. (the “Offeror”), an indirect, wholly-owned subsidiary of Viston United Swiss AG, to purchase, on the terms and subject to the conditions of the Offer, all of the issued and outstanding Common Shares, including, without limitation, any Common Shares that may become issued and outstanding after the date of the Offer but prior to the Expiry Time upon the exercise, exchange or conversion of the Options, Warrants, Convertible Debentures and any securities of Petroteq that are exercisable or exchangeable for or convertible into Common Shares, and must be received by Kingsdale Advisors (the “Depositary”), at or prior to the Expiry Time at its office in Toronto, Ontario listed below. Pursuant to the Offer, holders of Common Shares (the “Shareholders”) will receive, for each Common Share held, $0.74 in cash (less any applicable withholding taxes).

Shareholders can also accept the Offer by following the procedures for book-entry transfer set forth in Section 3 of the Offer to Purchase, “Manner of Acceptance — Acceptance by Book-Entry Transfer”. A Shareholder accepting the Offer by following the procedures for book-entry transfer does not need to use

this Letter of Transmittal. Shareholders who accept the Offer through a book-entry transfer will be deemed to have completed and submitted a Letter of Transmittal and be bound by the terms hereof. Accordingly, where Common Shares are deposited by book-entry transfer without delivery of an executed Letter of Transmittal, unless the context otherwise requires, references herein to the “undersigned” are to the person on whose behalf that book-entry transfer is made (notwithstanding that such person has not executed a Letter of Transmittal).

Shareholders wishing to accept the Offer but: (i) whose certificate(s) representing such Common Shares is (are) not immediately available; (ii) who cannot complete the procedure for book-entry transfer of the Common Shares on a timely basis; or (iii) whose certificates and all other required documents cannot be delivered to the Depositary at or prior to the Expiry Time, may deposit their Common Shares according to the guaranteed delivery procedure set out in Section 3 of the Offer to Purchase, “Manner of Acceptance — Procedure for Guaranteed Delivery” by using the accompanying Notice of Guaranteed Delivery (printed on PINK paper), or a manually executed facsimile thereof. See Instruction 2 herein, “Procedure for Guaranteed Delivery”.

The terms and conditions of the Offer are incorporated by reference in this Letter of Transmittal. The Offer to Purchase and accompanying Circular dated October 25, 2021 (the “Offer to Purchase and Circular”) contain important information and Shareholders are urged to read the Offer to Purchase and Circular in its entirety. Capitalized terms used but not defined in this Letter of Transmittal which are defined in the Offer to Purchase and Circular have the respective meanings ascribed thereto in the Offer to Purchase and Circular.

All dollar references in this Letter of Transmittal refer to Canadian dollars, except where otherwise indicated.

The Depositary and Information Agent (the address and telephone numbers of which are on the back page of this Letter of Transmittal) or your broker or other financial advisor can assist you in completing this Letter of Transmittal. Shareholders whose Common Shares are registered in the name of an investment dealer, bank, trust company or other intermediary should immediately contact that intermediary for assistance if they wish to accept the Offer, in order to take the necessary steps to be able to deposit such Common Shares under the Offer.

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH BELOW WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY. YOU MUST SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED BELOW. IN ADDITION, ALL SHAREHOLDERS MUST COMPLETE BLOCK E AND SHOULD COMPLETE AND SUBMIT EITHER AN IRS FORM W-9 OR THE APPROPRIATE IRS FORM W-8 IF THEY ARE A U.S. SHAREHOLDER. SEE INSTRUCTION 9.

Please read carefully the Instructions set forth below before completing this Letter of Transmittal.

 

TO:	2869889 ONTARIO INC., an indirect, wholly-owned subsidiary of VISTON UNITED SWISS AG

 

AND	TO: KINGSDALE ADVISORS, as Depositary

The undersigned delivers to you the enclosed certificate(s) representing Common Shares deposited under the Offer. Subject only to the provisions of the Offer regarding withdrawal, the undersigned irrevocably accepts the Offer for such Common Shares upon the terms and conditions contained in the Offer and hereby assigns all right, title and interest therein to the Offeror. The following are the details of the enclosed certificate(s):

 

Box 1
DESCRIPTION OF COMMON SHARES DEPOSITED UNDER THE OFFER (Please print or type. If space is insufficient, please attach a list to this Letter of Transmittal in the form below.)
Certificate Number(s) (if available)		Name(s) in which Registered (please fill in exactly as name(s) appear(s) on certificate(s))		Number of Common Shares Represented by Certificate*		Number of Deposited Common Shares*
TOTAL:

 

*	Unless otherwise indicated, the total number of Common Shares evidenced by all certificates delivered will be deemed to have been deposited. See Instruction 7 of this Letter of Transmittal, “Partial Deposits”.

The undersigned hereby acknowledges receipt of the Offer to Purchase and Circular and acknowledges that there will be a binding agreement between the undersigned and the Offeror effective immediately following the time at which the Offeror takes up the Common Shares covered by this Letter of Transmittal (the “Deposited Common Shares”) and delivers them to the Depositary in accordance with the terms and subject to the conditions of the Offer. The undersigned represents and warrants that:

 

(a)

the undersigned has received the Offer to Purchase and Circular;

 

(b)

the undersigned has full power and authority to deposit, sell, assign and transfer the Deposited Common Shares and all rights and benefits arising from such Deposited Common Shares, including, without limitation, any and all dividends, distributions, payments, securities, property or other interests that may be declared, paid, accrued, issued, distributed, made or transferred on or in respect of the Deposited Common Shares or any of them on and after the date of the Offer, including, without limitation, any dividends, distributions or payments on such dividends, distributions, payments, securities, property or other interests (collectively, “Distributions”), to the Offeror;

 

(c)

the undersigned has good title to and is the beneficial owner of the Deposited Common Shares and any Distributions deposited under the Offer;

 

(d)

the Deposited Common Shares and Distributions have not been sold, assigned or transferred, nor has any agreement been entered into to sell, assign or transfer any of the Deposited Common Shares or Distributions, to any other person;

(e)

the deposit of the Deposited Common Shares and Distributions complies with applicable Laws; and

 

(f)

when the Deposited Common Shares and Distributions are taken up and paid for by the Offeror, the Offeror will acquire good title thereto (and to any Distributions), free and clear of all security interests, liens, restrictions, charges, encumbrances, claims and rights of others.

IN CONSIDERATION OF THE OFFER AND FOR VALUE RECEIVED, on the terms and subject to the conditions set forth in the Offer and in this Letter of Transmittal, subject only to withdrawal rights set out in the Offer, the undersigned irrevocably accepts the Offer for and in respect of the Deposited Common Shares and (unless deposit is made pursuant to the procedure for book-entry transfers) delivers to the Offeror the enclosed Common Share certificate(s), if applicable, representing the Deposited Common Shares and, on and subject to the terms and conditions of the Offer, deposits, sells, assigns and transfers to the Offeror all right, title and interest in and to the Deposited Common Shares and in and to all rights and benefits arising from such Deposited Common Shares and any and all Distributions.

The undersigned acknowledges that under certain circumstances the Offeror may, among other things, (i) vary the terms of the Offer, including, without limitation, by extending or abridging the period during which Common Shares may be deposited under the Offer where permitted by Law (see Section 5 of the Offer to Purchase, “Extension, Variation or Change in the Offer”), or (ii) make such adjustments as it considers appropriate to the consideration payable by the Offeror under the Offer and other terms of the Offer (including, without limitation, the type of securities offered to be purchased and the amount payable therefor) to reflect any changes on or after the date of the Offer in the Common Shares or Petroteq’s capitalization (including, without limitation, the division, combination, reclassification, consolidation or conversion of the Common Shares, the issuance of any Common Shares, the issuance, grant or sale of any Convertible Securities, or the disclosure that Petroteq has taken or intends to take any such action) (see Section 9 of the Offer to Purchase, “Changes in Capitalization; Adjustments; Liens”). In addition, the undersigned acknowledges that if, on or after the date of the Offer, Petroteq should declare, set aside, allot or reserve any Distributions that are payable or distributable to Shareholders on a record date prior to the date of transfer into the name of the Offeror or its nominee or transferee on the securities registers maintained by or on behalf of Petroteq in respect of Common Shares, then the Offeror may reduce the consideration payable by the Offeror under the Offer or the undersigned may be required to promptly transfer to the Offeror such Distributions, all in accordance with the terms of the Offer (see Section 9 of the Offer to Purchase, “Changes in Capitalization; Adjustments; Liens”).

The undersigned irrevocably constitutes and appoints, effective at and after the Expiry Time, each director and officer of the Offeror and any other person designated by the Offeror in writing as the true and lawful agent, attorney, attorney-in-fact and proxy of the holder of the Deposited Common Shares (which Deposited Common Shares upon being taken up are, together with any Distributions thereon, hereinafter referred to as the “Purchased Securities”) with respect to such Purchased Securities, with full power of substitution (such powers of attorney, being coupled with an interest, being irrevocable), in the name of and on behalf of such Shareholder:

 

(a)

to register or record the transfer and/or cancellation of such Purchased Securities to the extent consisting of securities on the appropriate securities registers maintained by or on behalf of Petroteq;

 

(b)

for so long as any such Purchased Securities are registered or recorded in the name of such Shareholder, to exercise any and all rights of such Shareholder including, without limitation, the right to vote, to execute and deliver (provided the same is not contrary to applicable Laws), as and when requested by the Offeror, any and all instruments of proxy, authorizations or consents in form and on terms satisfactory to the Offeror in respect of any or all Purchased Securities, to revoke any such instruments, authorizations or consents given prior to or after the Expiry Time, and to designate in any such instruments, authorizations or consents any person or persons as the proxyholder of such Shareholder in respect of such Purchased Securities for all purposes

including, without limitation, in connection with any meeting or meetings (whether annual, special or otherwise, or any adjournments thereof, including, without limitation, any meeting to consider a Subsequent Acquisition Transaction) of holders of relevant securities of Petroteq;

 

(c)

to execute, endorse and negotiate, for and in the name of and on behalf of such Shareholder, any and all cheques or other instruments representing any Distributions payable to or to the order of, or endorsed in favour of, such Shareholder; and

 

(d)

to exercise any other rights of a Shareholder with respect to such Purchased Securities.

The undersigned accepts the Offer under the terms of this Letter of Transmittal (including by book-entry transfer) and revokes any and all other authority, whether as agent, attorney-in-fact, attorney, proxy or otherwise, previously conferred or agreed to be conferred by the Shareholder at any time with respect to the Deposited Common Shares or any Distributions. The undersigned agrees that no subsequent authority, whether as agent, attorney-in-fact, attorney, proxy or otherwise will be granted with respect to the Deposited Common Shares or any Distributions by or on behalf of the depositing Shareholder unless the Deposited Common Shares are not taken up and paid for under the Offer or are withdrawn in accordance with Section 7 of the Offer to Purchase, “Withdrawal of Deposited Common Shares”.

The undersigned also agrees not to vote any of the Purchased Securities at any meeting (whether annual, special or otherwise or any adjournments thereof, including, without limitation, any meeting to consider a Subsequent Acquisition Transaction) of holders of relevant securities of Petroteq and, except as may otherwise be agreed with the Offeror, not to exercise any of the other rights or privileges attached to the Purchased Securities, and agrees to execute and deliver to the Offeror any and all instruments of proxy, authorizations or consents in respect of all or any of the Purchased Securities, and agrees to designate or appoint in any such instruments of proxy, authorizations or consents, the person or persons specified by the Offeror as the proxy or the proxy nominee or nominees of the holder of the Purchased Securities. Upon such appointment, all prior proxies and other authorizations (including, without limitation, all appointments of any agent, attorney or attorney-in-fact) or consents given by the holder of such Purchased Securities with respect thereto will be revoked and no subsequent proxies or other authorizations or consents may be given by such person with respect thereto.

The undersigned covenants to execute, upon request of the Offeror, any additional documents, transfers and other assurances as may be necessary or desirable to complete the sale, assignment and transfer of the Purchased Securities to the Offeror. Each authority herein conferred or agreed to be conferred is, to the extent permitted by applicable Laws, irrevocable and may be exercised during any subsequent legal incapacity of the undersigned and shall, to the extent permitted by applicable Laws, survive the death or incapacity, bankruptcy or insolvency of the undersigned and all obligations of the undersigned herein shall be binding upon the heirs, executors, administrators, attorneys, personal representatives, successors and assigns of the undersigned.

The Depositary will act as the agent of persons who have deposited Common Shares in acceptance of the Offer for the purposes of receiving payment from the Offeror and transmitting such payment to such persons, and receipt of payment by the Depositary will be deemed to constitute receipt of payment by persons depositing Common Shares under the Offer.

All cash payments under the Offer will be paid in Canadian dollars. However, Shareholders can elect to receive payment in U.S. dollars by checking the appropriate box in Block D, in which case such Shareholder will have acknowledged and agreed that the exchange rate for one Canadian dollar expressed in U.S. dollars will be based on the exchange rate available to the Depositary at its typical banking institution on the date the funds are converted.

Settlement with each Shareholder who has deposited (and not withdrawn) Common Shares under the Offer will be made by the Depositary issuing or causing to be issued a cheque (except for payments

in excess of $25 million, which will be made by wire transfer, as set out in the Letter of Transmittal) payable in Canadian funds in the amount to which the person depositing Common Shares is entitled. Unless otherwise directed by the Letter of Transmittal, the cheque will be issued in the name of the registered holder of the Common Shares so deposited. Unless the person depositing the Common Shares instructs the Depositary to hold the cheque or certificates for pick-up by checking the appropriate box in the Letter of Transmittal, the cheque will be forwarded by first class mail to such person at the address specified in the Letter of Transmittal. If no such address is specified, the cheque will be sent to the address of the registered holder as shown on the securities register maintained by or on behalf of Petroteq. Cheques mailed in accordance with this paragraph will be deemed to be delivered at the time of mailing. Pursuant to applicable Laws, the Offeror may, in certain circumstances, be required to make withholdings from the amount otherwise payable to a Shareholder.

The undersigned further understands and acknowledges that under no circumstances will interest accrue or be paid by the Offeror or the Depositary to persons depositing Common Shares on the purchase price of Common Shares purchased by the Offeror, regardless of any delay in making payments for Common Shares.

Pursuant to rules of the Canadian Payments Association, a $25 million ceiling has been established on cheques, bank drafts and other paper-based payments processed through Canada’s clearing system. As a result, any payment to the undersigned in excess of $25 million will be effected by the Depositary by wire transfer in accordance with the Large Value Transfer System Rules established by the Canadian Payments Association. Accordingly, settlement with the undersigned involving a payment in excess of $25 million, if applicable, will be made only in accordance with wire transfer instructions provided by the undersigned to the Depositary in writing. In the event wire transfer instructions are required as set out above, the Depositary will contact the undersigned promptly following the Expiry Time for purposes of obtaining wire transfer instructions. Any delay in payment by the Depositary resulting from the provision by the undersigned of wire transfer instructions will not entitle the undersigned to interest or other compensation in addition to the amounts to which the undersigned is entitled pursuant to the Offer.

Any Deposited Common Shares that are not taken up and paid for by the Offeror under the Offer for any reason will be returned, at the Offeror’s expense, to the depositing Shareholder as soon as practicable after the Expiry Time or withdrawal of the Offer, by either (i) sending certificates representing the Common Shares not purchased by first class mail to the address of the depositing Shareholder specified in this Letter of Transmittal or, if such name or address is not so specified, in such name and to such address as shown on the securities registers maintained by or on behalf of Petroteq, or (ii) in the case of Common Shares deposited by book-entry transfer of such Common Shares pursuant to the procedures set out in Section 3 of the Offer to Purchase, “Manner of Acceptance — Acceptance by Book-Entry Transfer”, crediting such Common Shares to the depositing Shareholder’s account maintained with CDS or DTC, as applicable.

Shareholders will not be required to pay any fee or commission if they accept the Offer by depositing their Common Shares directly with the Depositary or if they make use of the services of a Soliciting Dealer to accept the Offer. However, a broker or other intermediary through whom a Shareholder owns Common Shares may charge a fee to tender any such securities on behalf of the Shareholder. Shareholders should consult their brokers or other intermediary to determine whether any charges will apply.

By reason of the use by the undersigned of an English language form of Letter of Transmittal, the undersigned shall be deemed to have required that any contract evidenced by the Offer as accepted through this Letter of Transmittal, as well as all documents related thereto, be drawn exclusively in the English language. En raison de l’usage d’une lettre d’envoi en langue anglaise par le soussigné, le soussigné est réputé avoir requis que tout contrat attesté par l’offre et son acceptation par cette lettre d’envoi, de même que tous les documents qui s’y rapportent, soient rédigés exclusivement en langue anglaise.

SHAREHOLDER INFORMATION AND INSTRUCTIONS

Before signing this Letter of 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)				BLOCK B DELIVERY INSTRUCTIONS   SEND CHEQUE (unless BLOCK C is checked) TO: (please print or type)   ☐   Same as address in Block A or to:
(Name)				(Name)
(Street Address and Number)				(Street Address and Number)
(City and Province/State)				(City and Province/State)
(Country and Postal/Zip Code)				(Country and Postal/Zip Code)
(Telephone – Business Hours)				(Telephone – Business Hours)
(Tax Identification or Social Insurance or Social Security Number)

 

BLOCK C SPECIAL PICK-UP INSTRUCTIONS   ☐   HOLD CHEQUE FOR PICK-UP AT THE OFFICE OF THE DEPOSITARY WHERE THIS LETTER OF TRANSMITTAL IS DEPOSITED (Check box)

BLOCK D CURRENCY OF PAYMENT (See Instruction 10)   ☐   I wish to receive payment of the cash consideration payable under the Offer in U.S. dollars.   A Shareholder who does not check the box above will receive payment of the cash consideration under the Offer in Canadian dollars.

 

BLOCK E STATUS AS U.S. SHAREHOLDER   TO BE COMPLETED BY ALL SHAREHOLDERS BY SELECTING ONE BOX BELOW   (See Instruction 9)   Indicate whether you are a U.S. Shareholder or are acting on behalf of a U.S. Shareholder:   ☐   The person signing on Block H represents that it is not a U.S. Shareholder and is not acting on behalf of a U.S. Shareholder.   ☐   The person signing on Block H is a U.S. Shareholder or is acting on behalf of a U.S. Shareholder.   A “U.S. Shareholder” is any holder of Shares that is either (A) providing an address in Block A or B that is located within the United States or any territory or possession thereof or (B) that is a U.S. Person for Tax Purposes as described in Instruction 9.   If you are a U.S. Shareholder or are acting on behalf of a U.S. Shareholder then in order to avoid possible U.S. backup withholding, you must generally complete the Form W-9 included herein or the appropriate IRS Form W-8, as provided in Instruction 9.

 

BLOCK F DEPOSIT PURSUANT TO NOTICE OF GUARANTEED DELIVERY   ☐   CHECK HERE IF COMMON SHARES ARE BEING DEPOSITED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING: (please print or type)   Name of Registered Holder                                      ________________________________________   Date of Execution of Notice of Guaranteed Delivery ________________________________________   Window Ticket Number (if any)                         _________________________________________   Name of Institution which Guaranteed Delivery _________________________________________

BLOCK G DEALER OR BROKER SOLICITING ACCEPTANCE OF THE OFFER (See Instruction 8)   The owner signing this Letter of Transmittal represents that the dealer or broker who solicited and obtained this deposit is: (please print or type)
(Firm)				(Registered Representative)				(Telephone Number)
☐   CHECK HERE IF LIST OF BENEFICIAL HOLDERS IS ATTACHED

SHAREHOLDER SIGNATURE

By signing below, the undersigned expressly agrees to the terms and conditions set forth above.

This Letter of Transmittal must be signed below by the registered Shareholder(s) exactly as name(s) appear(s) on the certificates representing the Deposited Common Shares, or by person(s) authorized to become registrant holder(s) by certificates and documents transmitted herewith, or, pursuant to Instruction 5, by a fiduciary or authorized representative.

 

BLOCK H PAYMENT INSTRUCTIONS   Signature guaranteed by (if required under Instruction 3):Dated: _____________________________
Authorized Signature of Guarantor		Signature of Shareholder or Authorized Representative (see Instructions 2, 3 and 4)
Name of Guarantor (please print or type)		Name of Shareholder or Authorized Representative (please print or type)
Address of Guarantor (please print or type)		Daytime telephone number and facsimile number of Shareholder or Authorized Representative
		Tax Identification, Social Insurance or Social Security Number
		Address
		Email Address

INSTRUCTIONS

 

1.	Use of Letter of Transmittal

 

(a)

This Letter of Transmittal, or a manually executed facsimile hereof, properly completed and duly executed, with the signature(s) guaranteed if required by Instruction 3 below, together with accompanying certificate(s) representing the Deposited Common Shares (or, alternatively, Book-Entry Confirmation with respect thereto) and all other documents required by the terms of the Offer and this Letter of Transmittal must be physically received by the Depositary at its office specified in this Letter of Transmittal at or prior to 5:00 p.m. (Toronto time) on February 7, 2022, the Expiry Time, unless the Offer is accelerated, extended or withdrawn or unless the procedure for guaranteed delivery set out in Instruction 2 below is used.

 

(b)

The method used to deliver this Letter of 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 recommended that any such mailing be made sufficiently in advance of the Expiry Time to permit delivery to the Depositary at or prior to the Expiry Time. Delivery will only be effective upon physical receipt by the Depositary.

 

(c)

Shareholders whose Common Shares are registered in the name of an investment dealer, bank, trust company or other intermediary should immediately contact that intermediary for assistance if they wish to accept the Offer, in order to take the necessary steps to be able to deposit such Common Shares under the Offer. Intermediaries likely have established tendering cut-off times that are up to 48 hours prior to the Expiry Time. Shareholders must instruct their brokers or other intermediaries promptly if they wish to tender.

 

2.	Procedure for Guaranteed Delivery

If a Shareholder wishes to deposit Common Shares pursuant to the Offer and (i) the certificate(s) representing the Common Shares is (are) not immediately available, (ii) the Shareholder cannot complete the procedure for book-entry transfer of the Common Shares on a timely basis, or (iii) the certificate(s) and all other required documents cannot be delivered to the Depositary at or prior to the Expiry Time, such Common Shares may nevertheless be deposited under the Offer provided that all of the following conditions are met:

 

(a)

the deposit is made by or through an Eligible Institution (as defined below);

 

(b)

a Notice of Guaranteed Delivery (printed on PINK paper) in the form accompanying the Offer, or a manually executed facsimile thereof, properly completed and executed, including a guarantee of delivery by an Eligible Institution in the form set out in the Notice of Guaranteed Delivery, is received by the Depositary at its office in Toronto, Ontario specified in the Notice of Guaranteed Delivery at or prior to the Expiry Time; and

 

(c)

the certificate(s) representing all Deposited Common Shares, in proper form for transfer, together with this Letter of Transmittal, or a manually executed facsimile thereof, properly completed and duly executed as required by the instructions set out in the Letter of Transmittal (including signature guarantee if required), or, in the case of a book-entry transfer, a Book-Entry Confirmation with respect to such Deposited Common Shares and, all other documents required by the terms of the Offer and the Letter of Transmittal, are received by the Depositary at its office in Toronto, Ontario specified in this Letter of Transmittal prior to 5:00 p.m. (Toronto time) on the second trading day on the TSX-V after the Expiry Time.

The Notice of Guaranteed Delivery must be delivered by hand or courier or transmitted by facsimile or mailed to the Depositary at its office in Toronto, Ontario specified in the Notice of Guaranteed Delivery at or prior to the Expiry Time and must include a guarantee by an Eligible Institution in the form set out in the Notice of Guaranteed Delivery. Delivery of the Notice of Guaranteed Delivery and the Letter of Transmittal and accompanying certificate(s) representing Common Shares and all other required documents to an address or transmission by facsimile to a facsimile number other than those specified in the Notice of Guaranteed Delivery does not constitute delivery for purposes of satisfying a guaranteed delivery.

Shareholders wishing to deliver documents by hand should contact the Depositary to make arrangements for such delivery and comply with COVID-19 protocols then in effect.

An “Eligible Institution” means a Canadian Schedule I chartered bank or an eligible guarantor institution with membership in an approved Medallion signature guarantee program, 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, Inc. or banks in Canada or the United States.

 

3.	Signatures

This Letter of Transmittal must be completed and executed by the Shareholder accepting the Offer described above or by such Shareholder’s duly authorized representative (in accordance with Instruction 5).

 

(a)

If this Letter of Transmittal is signed by the registered holder(s) of the accompanying certificate(s), such signature(s) on this Letter of 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 certificate(s) is (are) owned of record by two or more joint holders, all such holders must sign this Letter of Transmittal.

 

(b)

Notwithstanding Instruction 3(a), if this Letter of Transmittal is executed by a person other than the registered holder(s) of the certificate(s) deposited herewith, or if the cheque(s) is (are) to be issued or delivered to a person other than the registered holder(s), or if the certificate(s) representing Common Shares in respect of which the Offer is not being accepted is (are) to be returned to a person other than such registered holder(s) or sent to an address other than the address of the registered holder(s) shown on the securities register maintained by or on behalf of Petroteq:

 

(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);

 

(ii)

the signature(s) 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

 

(iii)

such signature(s) must be guaranteed by an Eligible Institution, or in some other manner satisfactory to the Depositary (except that no guarantee is required if the signature is that of an Eligible Institution).

 

4.	Guarantee of Signatures

If this Letter of Transmittal is executed by a person other than the registered holder(s) of the Common Share certificate(s) deposited herewith or in the circumstances set out in Instruction 3(b), such signatures must be guaranteed by an Eligible Institution, or in some other manner satisfactory to the Depositary (except that no guarantee is required if the signature is that of an Eligible Institution).

 

5.	Fiduciaries, Representatives and Authorizations

Where this Letter of Transmittal or any share certificate or share transfer power of attorney is executed by a person on behalf of 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 or fiduciary capacity, such person should so indicate when signing and this Letter of Transmittal must be accompanied by satisfactory evidence of such person’s authority to act. Either of the Offeror or the Depositary, at its sole discretion, may require additional evidence of authority or additional documentation.

6.	Delivery Instructions

If any cheque(s) is (are) to be sent to or, in respect of partial deposits of Common Shares, certificates representing Common Shares are to be returned to, someone at an address other than the address of the Shareholder as it appears in Block A on this Letter of Transmittal, entitled “Payment Instructions”, then Block B on this Letter of Transmittal, entitled “Delivery Instructions”, should also be completed. If Block B is not completed, any cheque(s) will be mailed to the depositing Shareholder at the address of such Shareholder 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 Shareholder as it appears on the securities register maintained by or on behalf of Petroteq. Any cheque(s) mailed in accordance with the terms of the Offer and this Letter of Transmittal will be deemed to be delivered at the time of mailing.

 

7.	Partial Deposits

If less than the total number of Common Shares evidenced by any certificate(s) submitted is to be deposited, fill in the number of Common Shares to be deposited in the appropriate space in Box 1, entitled “Description of Common Shares Deposited Under the Offer” on this Letter of Transmittal. In such case, new certificate(s) for the number of Common Shares not deposited will be sent to the registered holder as soon as practicable after the Expiry Time (unless such holder completes Block B on this Letter of Transmittal). The total number of Common Shares evidenced by all certificates delivered will be deemed to have been deposited unless otherwise indicated. Note that this Instruction is not applicable to holders who deposit their Common Shares by book-entry transfer.

 

8.	Solicitation

The Offeror may, in its sole discretion, retain the services of a dealer manager as it determines, to form and manage a soliciting dealer group to solicit acceptances of the Offer on terms and conditions, including the payment of fees and reimbursement of expenses, as are customary in a retainer agreement for such services. The Offeror expects that if a dealer manager is engaged and/or a soliciting dealer group is formed, then the Offeror will provide notice of such event by press release and/or such other means as the Offeror may determine. Investment advisors or registered representatives employed by soliciting dealers, if any, may solicit their clients to tender their Common Shares to the Offer.

Identify the investment dealer or broker, if any, who solicited acceptance of the Offer by completing Block G on this Letter of Transmittal, entitled “Dealer or Broker Soliciting Acceptance of the Offer”, and present a list of beneficial holders, if applicable.

 

9.	Important Tax Information for U.S. Shareholders

To prevent backup withholding on any payment made to a U.S. Shareholder (or person acting on behalf of a U.S. Shareholder) with respect to the Common Shares tendered, you are required, if you are a U.S. Person for Tax Purposes (as defined below), to notify us of your current U.S. taxpayer identification number, “TIN,” (or the TIN of the person on whose behalf you are acting) and certify, under penalties of perjury, that such TIN is correct, that you are not subject to backup withholding and that you are a U.S. Person for Tax Purposes, by properly completing and executing the Form W-9 (which is provided below) as described more fully below. The TIN is generally the U.S. Social Security number or the U.S. federal employer identification number of the U.S. Person for Tax Purposes. The U.S. Person for Tax Purposes is required to furnish the TIN of the registered owner of the Common Shares. The instructions on page 4 of the Form W-9 explain the proper certification to use if the Common Shares are registered in more than one name or are not registered in the name of the actual owner. If you are a U.S. Shareholder that is not a U.S. Person for Tax Purposes, you may be subject to backup withholding unless you furnish the appropriate, properly completed and executed Internal Revenue Service (“IRS”) Form W-8, which may be obtained at the IRS website www.irs.gov.

Backup withholding is not an additional tax. Amounts withheld are creditable against the U.S. Shareholder’s regular U.S. federal income tax liability, and any amount over-withheld generally will be refundable to the U.S. Shareholder, in each case, if the U.S. Shareholder properly files a U.S. federal income tax return in a timely manner.

You are a “U.S. Person for Tax Purposes” if you are, for U.S. federal income tax purposes: (1) a citizen or a resident of the United States (including a U.S. resident alien); (2) a partnership (including an entity classified as a partnership), corporation (including an entity classified as a corporation), company, or association created or organized in the United States or under the laws of the United States (or any state thereof, including the District of Columbia); (3) an estate whose income is subject to U.S. federal income tax regardless of its source, or (4) a trust if a U.S. court can

exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust (or certain other electing trusts).

Certain U.S. Persons for Tax Purposes (including certain corporations) are exempt from backup withholding and reporting requirements. Such exempt holders should indicate their exempt status by entering in the correct “Exempt payee code” on line 4 in IRS Form W-9. See the instructions beginning on page 2 of the Form W-9 for additional instructions. Each U.S. Shareholder is urged to consult his or her own tax advisor to determine whether, in connection with the Offer, such holder is exempt from backup withholding and information reporting.

Failure to provide the required information on the Form W-9 or to provide a Form W-8, as applicable, may subject the U.S. Shareholder to penalties imposed by the IRS and backup withholding of all or a portion of any payment. Serious penalties may be imposed for providing false information which, if willfully done, may result in fines and/or imprisonment.

Please note that the foregoing certifications do not exempt any holder from any compensation-related or other withholding that may be required. Payments that are treated as wages will be subject to all applicable wage withholding, regardless of whether a Form W-9 or applicable Form W-8 is provided.

Taxes withheld from the consideration paid pursuant to the Offer will be treated for all purposes as having been paid to the persons with respect to whom such amounts were withheld.

ANY SHAREHOLDER WHO IS A U.S. PERSON FOR TAX PURPOSES AND WHO FAILS TO PROPERLY COMPLETE THE FORM W-9 SET OUT IN THIS FORM, AND ANY U.S. SHAREHOLDER WHO IS NOT A U.S. PERSON FOR TAX PURPOSES AND WHO FAILS TO PROPERLY COMPLETE THE APPROPRIATE FORM W-8, MAY BE SUBJECT TO BACKUP WITHHOLDING AT THE APPLICABLE STATUTORY RATE (CURRENTLY 24%) WITH RESPECT TO ALL OR A PORTION OF PAYMENTS MADE TO SUCH HOLDER PURSUANT TO THE OFFER AND MAY BE SUBJECT TO PENALTIES.

 

10.	Currency of Payment

All cash payments under the Offer will be paid in Canadian dollars. However, Shareholders can instead elect to receive payment in U.S. dollars by checking the appropriate box in Block D, in which case such Shareholder will have acknowledged and agreed that the exchange rate for one Canadian dollar expressed in U.S. dollars will be based on the exchange rate available to the Depositary at its typical banking institution on the date the funds are converted.

 

11.	Miscellaneous

 

(a)

If the space in Box 1 of this Letter of Transmittal is insufficient to list all certificates for Common Shares, additional certificate numbers and number of securities may be included on a separate signed list affixed to this Letter of Transmittal.

 

(b)

If Deposited Common Shares are registered in different forms (e.g. “John Doe” and “J. Doe”), a separate Letter of Transmittal should be signed for each different registration.

 

(c)

No alternative, conditional or contingent deposits will be accepted and no fractional Common Shares will be purchased. All depositing Shareholders by execution of this Letter of Transmittal, waive any right to receive any notice of the acceptance of Deposited Common Shares for payment, except as required by applicable Laws.

 

(d)

The Offer and all contracts resulting from acceptance thereof shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each party to any agreement resulting from the acceptance of the Offer unconditionally and irrevocably attorns to the exclusive jurisdiction of the courts of the Province of Ontario and all courts competent to hear appeals therefrom.

 

(e)

The Offeror will not pay any fees or commissions to any stockbroker, dealer or other person for soliciting deposits of Common Shares under the Offer, other than to members of the Soliciting Dealer Group and the Depositary and except as otherwise set out in the accompanying Offer to Purchase and Circular.

(f)

Before completing this Letter of Transmittal, you are urged to read the accompanying Offer to Purchase and Circular.

 

(g)

All questions as to the validity, form, eligibility (including, without limitation, timely receipt) and acceptance of any Common Shares deposited pursuant to the Offer will be determined by the Offeror in its sole discretion. Depositing Shareholders agree that such determination will be final and binding. The Offeror reserves the absolute right to reject any and all deposits that it determines not to be in proper form or that may be unlawful to accept under the Laws of any applicable jurisdiction. The Offeror reserves the absolute right to waive any defects or irregularities in the deposit of any Common Shares. There shall be no duty or obligation of the Offeror, the Depositary, or any other person to give notice of any defects or irregularities in any deposit and no liability shall be incurred by any of them for failure to give any such notice. The Offeror’s interpretation of the terms and conditions of the Offer to Purchase and Circular, this Letter of Transmittal, the Notice of Guaranteed Delivery and any other related documents will be final and binding. The Offeror reserves the right to permit the Offer to be accepted in a manner other than that set out in the Offer to Purchase and Circular.

 

(h)

Additional copies of the Offer to Purchase and Circular, this Letter of Transmittal and the Notice of Guaranteed Delivery may be obtained without charge on request from the Depositary at the address specified in this Letter of Transmittal. Copies of this Letter of Transmittal and related materials may also be accessed at www.sedar.com.

 

(i)

Deposits of Common Shares will not be accepted from or on behalf of Shareholders in any jurisdiction in which the acceptance of the Offer would not be in compliance with the laws of that jurisdiction.

 

12.	Lost Certificates

If a certificate representing Common Shares has been lost, stolen, mutilated or destroyed, this Letter of Transmittal should be completed as fully as possible and forwarded, together with a letter describing the loss and providing your telephone number, to the Depositary at its office specified in this Letter of Transmittal. The Depositary will forward such letter to Petroteq’s registrar and transfer agent so that the registrar and transfer agent may provide replacement instructions. If a certificate representing Common Shares has been lost, stolen, mutilated or destroyed, the foregoing action must be taken sufficiently in advance of the Expiry Time in order to obtain a replacement certificate in sufficient time to permit the Common Shares represented by the replacement certificate to be deposited under the Offer at or prior to the Expiry Time.

 

13.	Assistance

Questions and requests for assistance in accepting the Offer and in depositing Common Shares with the Depositary may be directed to the Depositary and Information Agent within North America toll-free at 1-866-581-1024, outside North America at 1-416-867-2272 or by e-mail at contactus@kingsdaleadvisors.com. Shareholders may also contact their brokers or other intermediaries for assistance concerning the Offer.

Project Solar - Draft Letter of Transmittal_47172718_5.docx from W-9 Request for Taxpayer give Form to the (itev.October 2018) Identification Number and Certification requester, do not Department of the Ireasury . . . send to the IRS. Interred Revenue Service ► Go to www.irs.gov/FonnW9 for instructions and the latest information. Name (as shown on your income tax return). Name is required on this Imo; do not leave this line blank. Business name/disregardod entity name, if different from above Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the 4 excemptions (codes apply only to following seven boxes. certain entities, not individuals; see q. instructions on page 3): O Individual/sole proprietor or O C Corporation Q S Corporation ZZ Partnership O Trust/estate . w single-member LLC Exempt payee code any) limited liability company. Enter the tax classification (C=C corporation, S-S corporation, P- Partner ship) O E Note: Check the appropriate in the line above fa the tax of the single-member owner. Do not check Exemption Iran FATCA re pa tiny C is classified as a single member LLC that is disregarded from the owner s the owner of the LLC is z — another LLC that is not disregarded from the owner fa U.S. federal tax purposes. Otherwise, a single-member LLC that tXM ‘ * H is disregarded from the owner should check the appropriate box fa the tax classification of its owner. Address (number, strcot, and apt. a suito no.) Soo instructions. Requestor’s name and address (optional) $ City, state, and ZIP code list account number(s) here (optional) Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid Social security number backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other - entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN. later. or Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and Employer identification number Number To Give the Requester for guidelines on whose number to enter. [part ii Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me): and 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 am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. 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. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later. Sign Signature of Here | U.S. person ► Date ► Genera I Instructions Form 1099-DIV (dividends, including those from stocks or mutual funds) Section references are to the Internal Revenue Code unless otherwise . Form 1099-MISC (various types of income, prizes, awards, or gross noted proceeds) Future developments. For the latest information about developments . Form 1O99.B (stock or mutua| fund sales and certain other related to Form W-9 and its instructions, such as legislation enacted transactions by brokers) after they were published, go to www.irs.gov/FormW9. • Form 1099-S (proceeds from real estate transactions) Purpose of Form • Form 1099-K (merchant card and third party network transactions) An individual or entity (Form W-9 requester) who is required to file an • Form 1098 (home mortgage interest). 1098-E (student loan interest), information return with the IRS must obtain your correct taxpayer 1098-T (tuition) identification number (TIN) which may be your social security number • Form 1099-C (canceled debt) (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN). or employer identification number ‘ Form 1099-A (acquisition <* abandonment of secured property) (EIN), to report on an information return the amount paid to you, or other Use Form W-9 only if you are a U.S. person (including a resident amount reportable on an information return. Examples of information alien), to provide your correct TIN. returns include, but are not limited to. the following. If you do not return Form W-9 to the requester with a TIN. you might • Form 1099-INT (interest earned or paid) be subject to backup withholding. See What is backup withholding. later. Cat. No. 10231X Fam W-9 (Rev. 10 2018)

Fam W-9 (Rev. 10-2018) Page 2 By signing the filled-out form, you: Example. Article 20 of the U.S.-China income tax treaty allows an Certify that the TIN you are giving is correct (or you are waiting for a exemption from tax for scholarship income received by a Chinese number to be issued) student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in Certify that you are not subject to backup withholding, or the United States exceeds 5 calendar years. However, paragraph 2 of Claim exemption from backup withholding if you are a U.S. exempt the first Protocol to the U.S.-China treaty (dated April 30,1984) allows payee. If applicable, you are also certifying that as a U.S. person, your the provisions of Article 20 to continue to apply even after the Chinese allocable share of any partnership income from a U.S. trade or business student becomes a resident alien of the United States. A Chinese is not subject to the withholding tax on foreign partners’ share of student who qualifies for this exception (under paragraph 2 of the first effectively connected income, and protocol) and is relying on this exception to claim an exemption from tax Certify that FATCA code(s) entered on this form (if any) indicating his or her scholarship or fellowship income would attach to Form that you are exempt from the FATCA reporting, is correct. See What is w’9 a statement that includes the information described above to FATCA reporting, later, for further information. support that exemption. Note: If you are a U.S. person and a requester gives you a form other lf you are a nonresident alien or a foreign entity, give the requester the than Form W-9 to request your TIN, you must use the requester’s form if appropriate completed Form W-8 or Form 8233. it is substantially similar to this Form W-9. Backup Withholding Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 24% of such An individual who is a U.S. citizen or U.S. resident alien; “ payments. This is called backup withholding Payments that may be A partnership, corporation, company, or association created or subject to backup withholding include interest, tax-exempt interest, organized in the United States or under the laws of the United States; dividends, broker and barter exchange transactions, rents, royalties, An estate (other than a foreign estate); or nonemployee pay. payments made in settlement of payment card and .third party network transactions, and certain payments from fishing boat . A domestic trust (as defined in Regulations section 301.7701-7). operators Real estate transactions are not subject to backup Special rules for partnerships. Partnerships that conduct a trade or withholding business in the United States are generally required to pay a withholding You will not ( be subject to backup withholding on ,s tax under section 1446 on any foreign partners share of effectively receive if give the requester your correct TIN make th6 connected taxable income from such business Furthen in certain cases certifications, and report all your taxable interest and dividends on your where a Form W-9 has not been received, the rules under section 1446 . x return • require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax Therefore, if you are a U.S. person Payments you receive will be subject to backup withholding if: that is a partner in a partnership conducting a trade or business in the 1. You do not furnish your TIN to the requester, United States, provide Form W-9 to the partnership to establish your a 2. You do not certify your TIN when required (see the instructions for U.S. status and avoid section 1446 withholding on your share of Part II for details) partnership income. in the cases below, the following person must give Form W-9 to the 3.The IRS tells the requester that you ffurnished an incorrect TIN’ partnership for purposes of establishing its U.S. status and avoiding 4 The IRS tells you that you are subject to backup withholding withholding on its allocable share of net income from the partnership because you did not report all your interest and dividends on your tax conducting a trade or business in the United States. return (for reportable interest and dividends only), or In the case of a disregarded entity with a U.S. owner, the U.S. owner 5. You do not certify to the requester that you are not subject to of the disregarded entity and not the entity backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only). In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and Certain payees and payments are exempt from backup withholding, not the trust* and Exempt payee code, later, and the separate Instructions for the . In the case of a U.S trust (other than a grantor trust), the U.S. trust Requester of Form W-9 for more Information. (other than a grantor trust) and not the beneficiaries of the trust. Also see Special rules for partnerships, earlier. Foreign person. If you are a foreign person or the U.S. branch of a What IS FATCA Reporting? foreign bank that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see The Foreign Account Tax Compliance Act (FATCA) requires a Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign participating foreign financial institution to report all United States Entities). account holders that are specified United States persons. Certain Nonresident alien who becomes a resident alien. Generally, only a payees are reporting. See Exempt/on from FATCA nonresident alien individual may use the terms of a tax treaty to reduce code, later, and the Instructions for the Requester of Form or eliminate U.S. tax on certain types of income. However, most tax ‘ or more information. treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to Updating Your Information continue for certain types of income even after the payee has otherwise You must provide updated information to any person to whom you become a U.S. resident alien for tax purposes. claimed to be an exempt payee if you are no longer an exempt payee If you are a U.S. resident alien who is relying on an exception and anticipate receiving reportable payments in the future from this contained in the saving clause of a tax treaty to claim an exemption person. For example, you may need to provide updated information if from U.S. tax on certain types of income, you must attach a statement you are a C corporation that elects to be an S corporation, or if you no to Form W-9 that specifies the following five items. longer are tax exempt. In addition, you must furnish a new Form W-9 if The treaty country. Generally, this must be the same treaty under the name or TIN changes for the account; for example, if the grantor of a which you claimed exemption from tax as a nonresident alien grantor trust dies. The treaty article addressing the income. penalties The article number (or location) in the tax treaty that contains the saving clause and its exceptions. Failure to furnish TIN. If you fail to furnish your correct TIN to a The type and amount of income that qualifies for the exemption requester, you are subject to a penalty of $50 for each such failure from tax. unless your failure is due to reasonable cause and not to willful neglect. Sufficient facts to justify the exemption from tax under the terms of Civil penalty for false information with respect to withholding. If you the treaty article. make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Fam W-9 (Rev. 10-2018) page 3 Criminal penalty for falsifying information. Willfully falsifying if the entity/person on line 1 is THEN check the box for... certifications or affirmations may subject you to criminal penalties a(n)... including fines and/or imprisonment. ‘ ‘ ‘ Misuse of TINS. If the requester discloses or uses TINS in violation of Corporation Corporation federal law. the requester may be subject to civil and criminal penalties. • Individual Individual/sole proprietor or single . • Sole proprietorship, or member LLC specific Instructions • Single-member limited liability company (LLC) owned by an Line 1 individual and disregarded for U.S. You must enter one of the following on this line; do not leave this line federal tax purposes, blank. The name should match the name on your tax return. 7 • LLC treated as a partnership for Limited liability company and enter If this Form W-9 is for a joint account (other than an account U.S. federal tax purposes. the appropriate tax classification, maintained by a foreign financial institution (FFI)). list first, and then . LLC that has fjled Form 8832 or (P= Partnership; C= C corporation; circle, the name of the person or entity whose number you entered in 2553 to be taxed as a corporation, or S= S corporation) Part I of Form W-9. If you are providing Form W-9 to an FFI to document a joint account, each holder of the account that is a U.S. person must ,, a • LLC that is disregarded as an provide a Form W-9. entity separate from its owner but a Individual. Generally, enter the name shown on your tax return. If owner is another LLC that is you have changed your last name without informing the Social Security not disregarded for U.S federal tax Administration (SSA) of the name change, enter your first name, the last purposes name as shown on your social security card, and your new last name. Note: ITIN applicant: Enter your individual name as it was entered on * Partnership Partnership your Form W-7 application, line 1 a. This should also be the same as the • Trust/estate Trust/estate name you entered on the Form 1040/1040A/1040EZ you filed with your . . . — . application Llne 4. Exemptions Sole proprietor or single-member LLC. Enter your individual “ you are exempt backup withholding and/or FATCA reporting, name as shown on your 1040/1040A/1040EZ on line 1. You may enter enter in the appropriate space on line 4 any codefs) that may apply to your business, trade, or “doing business as” (DBA) name on line 2. y00 Partnership, LLC that is not a single-member LLC, C Exempt payee code. corporation, or S corporation. Enter the entity’s name as shown on the • Generally, individuals (including sole proprietors) are not exempt from entity’s tax return on line 1 and any business, trade, or DBA name on backup withholding. Iine • Except as provided below, corporations are exempt from backup d Other entities. Enter your name as shown on required U.S. federal withholding for certain payments, including interest and dividends, tax documents on line 1 This name should match the name shown on the # Corporations are not exempt from backup withholding for payments charter or other legal document creating the entity. You may enter any made in settlement of payment card or third party network transactions, business, trade, or DBA name on line 2. . . . . • Corporations are not exempt from backup withholding with respect to e Disregarded entity. For U.S. federal tax purposes, an entity that is attorneys’ fees or gross proceeds paid to attorneys, and corporations disregarded as an entity separate from its owner is treated as a that pr0Vjde medical or health care services are not exempt with respect disregarded entity. See Regulations section 301.7701 -2(c)(2)(iii). Enter t0 payments reportable on Form 1099-MISC. the owner’s name on line 1. The name of the entity entered on line 1 ~. should never be a disregarded entity. The name on line 1 should be the The following codes identify payees that are exempt from backup name shown on the income tax return on which the income should be withholding. Enter the appropriate code in the space in line 4. reported. For example, if a foreign LLC that is treated as a disregarded 1 — An organization exempt from tax under section 501(a), any IRA. or entity for U.S. federal tax purposes has a single owner that is a U S. a custodial account under section 403(b)(7) if the account satisfies the person, the U.S. owner’s name is required to be provided on line 1. If requirements of section 401(f)(2) the direct owner of the entity is also a disregarded entity, enter the first 2-The United States or any of its agencies or instrumentalities owner that is not disregarded for federal tax purposes. Enter the . disregarded entity’s name on line 2, “Business name/disregarded entity 3-A state, the Distinct of Columbia, a U.S. commonwealth or name.” If the owner of the disregarded entity is a foreign person, the possession, or any of their political subdivisions or instrumentalities owner must complete an appropriate Form W-8 instead of a Form W-9. 4—A foreign government or any of its political subdivisions, agencies, This is the case even if the foreign person has a U.S. TIN. or instrumentalities Line 2 5—A corporation h k. r\Q a dealer in securities or commodities required to register in the If you have a business name trade name, DBA name, or disregarded Columbia, or a U.S. commonwealth or entity name, you may enter it on line 2. possession Line 3 7—A futures commission merchant registered with the Commodity Check the appropriate box on line 3 for the U.S. federal tax Futures Trading Commission classification of the person whose name is entered on line 1. Check only 8—A real estate investment trust one box on line 3. 9-An entity registered at all times during the tax year under the Investment Company Act of 1940 10—A common trust fund operated by a bank under section 584(a) 11 — A financial institution A middleman known in the investment community as a nominee or custodian A trust exempt from tax under section 664 or described in section 4947

Project Solar - Draft Letter of Transmittal_47172718_5.docx Form W-9(Rev. 10-2018) Page 4 The following chart shows types of payments that may be exempt M—A tax exempt trust under a section 403(b) plan or section 457(g) from backup withholding. The chart applies to the exempt payees listed plan above, 1 through 13 Note: You may wish to consult with the financial institution requesting IF the payment is for... THEN the payment is exempt this form to determine whether the FATCA code and/or exempt payee for... code should be completed. Interest and dividend payments All exempt payees except Line 5 *or’ Enter your address (number, street, and apartment or suite number). Broker transactions Exempt payees 1 through 4 and 6 This is where the requester of this Form W-9 will mail your information through 11 and all C corporations. returns. If this address differs from the one the requester already has on S corporations must not enter an file, write NEW at the top. If a new address is provided, there is still a exempt payee code because they chance the old address will be used until the payor changes your are exempt only for sales of address in their records. noncovered securities acquired prior to 2012. Line o Enter your city, state, and ZIP code. Barter exchange transactions and Exempt payees 1 through 4 patronage dividends Part I. Taxpayer Identification Number (TIN) Payments over $600 required to be Generally, exempt payees Enter your TIN in the appropriate box. It you are a resident alien and reported and direct sales over 1 through 52 you do not have and are not eligible to get an SSN, your TIN is your IRS $5,000’ individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN Payments made in settlement of Exempt payees 1 through 4 below. network If you are a sole proprietor and you have an EIN, you may enter either transactions your SSN QN ‘ See Form 1099-MISC, Miscellaneous Income, and its instructions. If you are a single-member LLC that is disregarded as an entity separate from its owner, enter the owner’s SSN (or EIN, if the owner has However, the following payments made to a corporation and one). Do not enter the disregarded entity’s EIN. If the LLC is classified as reportable on Form 1099-MISC are not exempt from backup a corporation or partnership, enter the entity’s EIN. withholding: medical and health care payments, attorneys’fees, qross .. proceeds paid to an attorney reportable under section 6045(f), andNote :See What Name and Number the Requester later, for payments for services paid by a federal executive agency. ,further clarification of name and TIN combinations. Exemption from FATCA reporting code. The following codes identify How to get a TIN. If you do apply, for one immediately, payees that are exempt from reporting under FATCA. These codes To apply ,for an SSN, get Form SS-5 Application for a Social Security apply to persons submitting this form for accounts maintained outside Card, from your local SSA office or get this form online at of the United States by certain foreign financial institutions. Therefore, it www.SSA.gov. You may also get this form by calling 1 -800-772-1213. you are only submitting this form for an account you hold in the United Usa Form W-7. Application for IRS Individual Taxpayer Identification States, you may leave this field blank. Consult with the person Number. to apply for an ITIN, or Form SS-4 Application for Employer requesting this form if you are uncertain if the financial Institution is Identification Number, to apply for an EIN. You can apply for an EIN subject to these requirements A requester may indicate that a code is onllne by accessing the IRS website at www.iis.gov/Businesses and not required by providing you with a Form W-9 with “Not Applicable” (or clicking on Employer Identification Number (EIN) under Starting a any similar indication) written or printed on the line for a FATCA Business. Go to wmv.irs.gov/Foms to view, download, or print Form exemption code W-7 and/or Form SS-4. Or, you can go to www.irs.gov/OrderForms to place an order and have Form W-7 and/or SS-4 mailed to you within 10 A—An organization exempt from tax under section 501(a) or any business days individual retirement plan as defined in section 7701 (a)(37) . If you are asked to complete Form W-9 but do not have a TIN. apply B—The United States or any of its agencies or instrumentalities for a tin and write ‘Applied For” in the space for the TIN, sign and date C-A state, the District of Columbia, a U.S. commonwealth or the form, and give it to the requester. For interest and dividend possession, or any of their political subdivisions or instrumentalities payments, and certain payments made with respect to readily tradable D-A corporation the stock of which Is regularly traded on one or instruments, generally you will have 60 days to get a TIN and give it to more established securities markets, as described in Regulations the requester before you are subject to backup withholding on section 1 1472-1 (c)(1 Xi) payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until E—A corporation that is a member of the same expanded affiliated you provide your TIN to the requester qroup as a corporation described in Regulations section 1.1472-1(cX1Xi). . . . .... Note: Entering “Applied For means that you have already applied for a F-A dealer in securities, commodities, or derivative financial tin or that you intend to apply for one soon, instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United Caution: A disregarded U.S. entity that has a foreign owner must use States or any state the appropriate G-A real estate investment trust Part II. Certification H-A regulated investment company as defined in section 851 or an To establish to fhe withholding agent that you are a U.S. person, or entity registered at all times during the tax year under the Investment resident . sign Form W-9. You may be requested to sign by the company Act or 1940 withholding agent even if item 1,4, or 5 below indicates otherwise. I—A common trust fund as defined in section 584(a) For a jOjnt account only the person whose TIN is shown in Part I J—A bank as defined in section 581 should sign (when required). In the case of a disregarded entity, the K—A broker person identified on line 1 must sign. Exempt payees, see Exempt payee code, earlier. L—A trust exempt from tax under section 664 or described in section 4947(a)(1) Signature requirements. Complete the certification as indicated in items 1 through 5 below.

Project Solar - Draft Letter of Transmittal_47172718_5.docx Form W-9 (Rev. 10-2018) Page 5 interest dividend and barter exchange«e’accounts opened For this type of account: Give name and EIN of: before 1984 and broker accounts considered active during 1983. You must give your correct TIN. but you do not have to sign the 14. Account wrth the Department <M The public entity certification. Agriculture in the name of a public entity (such as a state or local Interest, dividend, broker, and barter exchange accounts government, school district, or opened after 1983 and broker accounts considered inactive during prison) that receives agricultural 1983. You must sign the certification or backup withholding will apply. If program payments you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the 15. Grantor trust tiling under the Form The trust certification before signing the form. 1041 Filing Method or the Optional Real estate transactions. You must sign the certification. You may Form cross out item 2 of the certification. Regulations section 1.671 4(h)(?Xm) Other payments. You must give your correct TIN. but you do not 1 List first and circle the name of the person whose number you furnish, have to sign the certification unless you have been notified that you If only one person on a joint account has an SSN. that person’s number have previously given an incorrect TIN. Other payments” include must be furnished. payments made in the course of the requester s trade or business for 2 Circle the minof s name and fumjsh the minor.s rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to 3 You must show your individual name and you may also enter your a nonemployee for services, payments made in settlement of payment business or DBA name on the Business name/disregarded entity” card and third party network transactions, payments to certain fishing name line You may use either your SSN or EIN (if you have one), but the boat crew members and fishermen, and gross proceeds paid to IRS encourages you to use your SSN. attorneys (including payments to corporations). 4 Lisi and Circle the name name of the trust, estate, or pension trust. (Do Mortgage interest paid by you. acquisition or abandonment of not furnish the TIN of the personal representative or trustee unless the secured property, cancellation of debt, qualified tuition program legal entity itself is not designated in the account title.) Also see Special payments (under section 529), ABLE accounts (under section 529A), rules for partnerships, earlier. IRA. Coverdell ESA. Archer MSA or HSA contributions or ‘Note: The grantor also must provide a Form W-9 to trustee of trust, distributions, and pension distributions. You must give your correct . ,, • • TIN. but you do not have to sign the certification No,e; “ no name is circled name,ls listed the considered to be that of the first name listed. What Name and Number To Give the Requester Secure Your Tax Records From Identity Theft For this type of account. Give name and SSN of. identity theft occurs when someone uses your personal information Individual lhe individual such as yOur name SEN or other identifying information, without your Two or more individuals (joint The actual owner of the account or, if permission, to commit fraud or other crimes. An identity thief may use account) other than an account combined funds, the first individual on your SSN to get a job or may file a tax return using your SSN to receive maintained by an FFI the account* a refund. Two or more U.S. persons tach holder of the account To reduce your risk: (joint account maintained by an FFI) • Protect your SSN, Custodial account of a minor The minor*’ • Ensure your employer is protecting your SSN. and (Uniform Gift to Minors Act) • Be careful when choosing a tax preparer. a. The usual revocable savings trust The granta-tnistee’ |f your tax records are af(ect6d by identity the(t and you receive a (grantor is also trustee) notice from the IRS, respond right away to the name and phone number b. So-called trust account that is not The actual owenr1printed on the |RS notice or letter a legal or valid trust under state law If your tax records are not currently affected by identity theft but you Sole proprietorship or disregarded The owner3 think you are at risk due to a lost or stolen purse or wallet, questionable entity owned by an individual credit card activity or credit report, contact the IRS Identity Theft Hotline Grantor trust under Optional The grantor* at 1-800-908-4490 or submit Form 14039. Form 1099 Filing Method 1 (see For more information, see Pub. 5027, Identity Theft Information for Regulations section 1.671 -4(b)(2)(i) Taxpayers Victims of identity theft who are experiencing economic harm or a For this type of account: Give name and EIN of: systemic problem, or are seeking help in resolving tax problems that Disregarded entity not owned by an lhe owner have not been resolved through normal channels, may be eligible for individual Taxpayer Advocate Service (TAS) assistance. You can reach TAS by a a.1 4 calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD A vahd trust, estate, or pension trust Legal entity 3* ...... 1 -800-829-4059 Caporation a LLC electing Th® corporation Protect yourself from suspicious emails or phishing schemes, corporate status a> Fam 8832 a Phishing is the creation and use of email and websites designed to Fam 2553 mimic legitimate business emails and websites. The most common act Association, club religious, The organization is sending an email to a user falsely claiming to be an established charitable, educational, or other tax- legitimate enterprise in an attempt to scam the user into surrendering exempt organization private information that will be used for identity theft. Partnership or multi member LLC The partnershp A broker or registered nominee The broker or nominee

Project Solar - Draft Letter of Transmittal_47172718_5.docx Fam W-9 (Rev. 10-2018) page 6 The IRS does not initiate contacts with taxpayers via emails. Also, the Privacy Act Notice IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access Section 6109 of the Internal Revenue Code requires you to provide your information for their credit card, bank, or other financial accounts. correct TIN to persons (including federal agencies) who are required to if you recieve file information returns with the IRS to report interest, dividends, or If you receive an unsolicited email claiming to be from the IRS, certa|n income paid interest you paid: the forward toward this message to phishing@irs.gov. You may also report misuse acquision or abandonment of secured property: the cancellation of of the IRS name,logo,or other IRS property to the Treasury Inspector or contributuon you made to an ira, Archer MSA, or HSA. The General for Tax Administration (TIGTA) at 1-800-366-4484. You can collecting this form uses the information on the form to file forward suspicious emails to the Federal Trade Commission at information returns with the IRS. reporting the above information spam@uce.gov or report them Routine uses of( information include ‘it t0 lhe department contact the FTC at www.ftc.gov/idtheft or 877-IDTHEFT (877-438-4338). Justice for civil and criminal and t0 cities states the District of d°P have been the victim of identity ty ‘lden,”yThaft Columbia, and U.S. commonwealths and possessions lor use in ‘ administering their laws. The information also may be disclosed to other Visit www.irs.gov/ldentityTheft to learn more about identity theft and countries under a treaty, to federal and state agencies to enforce civil how to reduce your risk. and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.

The Depositary and Information Agent for the Offer is:

 

 

Kingsdale Advisors The Exchange Tower 130 King St W, Suite #2950 Toronto, ON M5X 1K6		North America Toll-Free: 1-866-581-1024 Outside North America: 1-416-867-2272 Email: contactus@kingsdaleadvisors.com

 

 

Any questions or requests for assistance or additional copies of this Letter of Transmittal and the Offer to Purchase and Circular may be directed by holders of Common Shares to the Depositary and Information Agent at the telephone numbers and locations set out above. You may also contact your broker or other intermediary for assistance concerning the Offer. To keep current with further developments and information about the Offer, visit www.PetroteqOffer.com or scan the QR code above.